Neuberger Berman
ETF Trust*
Neuberger
China Equity ETF |
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Neuberger
Commodity Strategy ETF |
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Neuberger
Core Equity ETF |
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Neuberger
Japan Equity ETF |
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Neuberger
Option Strategy ETF |
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Neuberger
Quality Select ETF |
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Neuberger
Small-Mid Cap ETF |
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Neuberger
Small Value ETF |
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Shares
of each Fund are not individually redeemable. Shares of each Fund are listed on
NYSE Arca, Inc. (“Exchange”).
*Prior to
December 18, 2025, each Fund included “Neuberger Berman” in place of “Neuberger”
in its name except for Neuberger Quality Select ETF, which changed its name on
October 15, 2025.
Prospectus
December 18, 2025, as
amended and restated March 3, 2026
These
securities have not been approved or disapproved by the Securities and Exchange
Commission or the Commodity Futures Trading Commission, and neither the
Securities and Exchange Commission nor the Commodity Futures Trading Commission
have determined if this prospectus is accurate or complete. Any representation
to the contrary is a criminal offense.
Contents
Neuberger
Berman ETF Trust*
*Prior
to December 18, 2025, each Fund included “Neuberger Berman” in place of
“Neuberger” in its name except for Neuberger Quality Select ETF, which changed
its
name on October 15, 2025.
Fund
Summaries
Neuberger
China Equity ETF
The Fund
seeks long-term growth of capital.
These
tables below describe the fees and expenses that you may pay if you buy, hold
and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and example
below.
Shareholder
Fees (fees
paid directly from your investment) |
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Annual
Fund Operating Expenses (expenses
that you pay each year as a % of the value of your
investment) |
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Total
annual operating expenses |
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Fee
waivers and/or expense reimbursement |
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Total
annual operating expenses after fee waivers and/or expense
reimbursement1
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The
expense example can help you compare costs among funds. The example assumes that
you invested $10,000 for the periods shown, that you redeemed all of your shares
at the end of those periods, that the Fund earned a hypothetical 5% total return
each year, and that the Fund's expenses were those in the table. Actual
performance and expenses may be higher or lower.
The Fund
pays transaction costs, such as commissions, when it buys and sells securities
(or “turns over” its portfolio). A higher portfolio turnover rate may indicate
higher transaction costs and may result in higher taxes when Fund shares are
held in a taxable account. These costs, which are not reflected in annual
operating expenses or in the example, affect the Fund’s performance. During the
most recent fiscal year the Fund’s portfolio turnover rate was 130% of the average value of its
portfolio.
Principal
Investment Strategies
To pursue
its goal, the Fund normally invests at least 80% of its net assets in equity
investments that are tied economically to China. The Fund primarily invests in
China A-Share equity securities, Chinese securities listed in Hong Kong and
American Depositary Receipts (“ADRs”), which may be variable interest entities.
An equity investment will be considered to be tied economically to China if the
issuer is domiciled in China or has at least 50% of its assets in, or derives
50% or more of its revenues or profits from China. The Fund will generally
invest in companies with a total market capitalization of at least $500 million
at the time of initial purchase. China A-Shares are Chinese renminbi
(“RMB”)-denominated equity securities issued by companies incorporated in
mainland China. The Fund expects to access China A-Shares through the trading
and clearing facilities of a participating exchange located outside of mainland
China (“Stock Connect Programs”). The Fund may also, in the future, access China
A-Shares through the qualified foreign investor program (“QFI”) or other means
of access which may become available in the future. In addition, the Fund may
invest in Chinese state-owned enterprises, which are businesses that are
controlled, either directly or indirectly, by the central, provincial or
municipal governments of China.
The
Portfolio Manager employs a fundamental, research driven approach to stock
selection and portfolio construction and seeks to identify high quality,
well-positioned companies such as those with solid balance sheets, potential for
good returns on equity, and the prospect for above-average earnings growth over
the long term and the sustainability of those earnings.
The
Portfolio Manager believes that the significant size of the Chinese economy
makes it critical to achieving global goals related to sustainability.
Accordingly, the Portfolio Manager seeks companies with leadership on
environmental, social and governance issues that, in the judgment of the
Portfolio Manager, are deemed important to the long-term success of these
companies. In doing so, the Portfolio Manager invests in companies with at least
one of the following practices as identified by the Portfolio
Manager:
(i) Clear
environmental policies related to either greenhouse gas emissions, water usage,
waste discharge or pollution management practices;
(ii)
Identification and disclosure of social contributions through either charity
donations, community service programs or employee welfare programs;
or
(iii)
Board or management-level oversight of financially material environmental,
social and governance topics and issues. Oversight mechanisms may include board
or management-level committees or sub-committees which set and review
environmental, social and governance strategies and projects.
In
addition to investing in companies with the characteristics noted above, the
Fund applies the following screening processes:
■
Negative
controversies screening process: Through a proprietary quantitative screening
process that analyzes corporate supply chain revenue exposure and further
additional analysis of environmental, social and governance news and
controversies from a third-party service provider, the Portfolio Manager seeks
to exclude companies that they consider to be involved in business activities
and behaviors that may be environmentally or socially harmful, particularly
those with severe controversies related to human rights and labor
laws.
■
environmental,
social and governance ratings process: The Portfolio Manager will exclude the
bottom 20% of the investable universe based on an internal environmental, social
and governance ratings methodology which considers financially material
environmental, social and governance factors for the China A-Share market to
determine the ratings.
The
Portfolio Manager will also invest in accordance with the Fund’s Sustainable
Exclusion Policy. The policy describes businesses, which may be deemed
controversial, and are therefore excluded from investment consideration.
Generally, the Portfolio Manager intends to only hold securities selected in
accordance with the Fund’s investment criteria and the Fund’s Sustainable
Exclusion Policy.
The
Portfolio Manager follows a disciplined selling strategy and may reduce or sell
a security if they believe it is unattractively valued, if a company’s business
fails to perform as expected, when other opportunities appear more
attractive.
The Fund
may engage in active and frequent trading to achieve its investment objective
and is a non-diversified fund.
The Fund
will not change its strategy of normally investing at least 80% of its net
assets in equity investments that are tied economically to China, without
providing shareholders at least 60 days’ notice. This test is applied at the
time the Fund invests; later percentage changes caused by a change in Fund
assets, market values or company circumstances will not require the Fund to
dispose of a holding.
PRINCIPAL
INVESTMENT RISKS
Most of
the Fund’s performance depends on what happens in the markets in which the Fund
invests, the Portfolio Manager's evaluation of those developments, and the
success of the Portfolio Manager in implementing the Fund’s investment
strategies. The markets’ behavior can be difficult to predict, particularly in
the short term. There can be no guarantee that the Fund will achieve its
goal.
The Fund
may take temporary defensive and cash management positions; to the extent it
does, it will not be pursuing its principal investment
strategies.
The actual
risk exposure taken by the Fund in its investment program will vary over time,
depending on various factors including the Portfolio Manager's evaluation of
issuer, political, regulatory, market, or economic developments. There can be no
guarantee that the Portfolio Manager will be successful in his attempts to
manage the risk exposure of the Fund or will appropriately evaluate or weigh the
multiple factors involved in investment decisions, including issuer, market
and/or instrument-specific analysis, valuation and financially material
environmental, social and governance
factors.
The Fund is
not a bank deposit, and is not guaranteed or insured by the Federal Deposit
Insurance Corporation or any other government agency.
The value of your investment may fall, sometimes sharply, and you
could lose money by investing in the Fund.
Each of
the following risks, which are described in alphabetical order and not in order
of any presumed importance, can significantly affect the Fund’s performance. The
relative importance of, or potential exposure as a result of, each of these
risks will vary based on market and other investment-specific
considerations.
Risks
of Investments in China A-shares through Stock Connect Programs. There are
significant risks inherent in investing in China A-shares through “Connect
Programs” of local stock exchanges in China, namely the Shanghai-Hong Kong Stock
Connect Program (“Shanghai Connect Program”) and the Shenzhen-Hong Kong Stock
Connect Program (“Shenzhen Connect Program”). The Chinese investment and banking
systems are materially different in nature from many developed markets, which
exposes investors to risks that are different from those in the U.S. The Connect
Programs are subject to daily quota limitations, and an investor cannot purchase
and sell the same security on the same trading day, which may restrict the
Fund's ability to invest in China A-shares through the Connect Programs and to
enter into or exit trades on a timely basis. If either one or both markets
involved in a particular Connect Program are closed on a U.S. trading day, the
Fund may not be able to dispose of its China A-shares in a timely manner under
such Connect Program, which could adversely affect the Fund's performance. Only
certain China A-shares are eligible to be accessed through the Connect Programs.
Such securities may lose their eligibility at any time, in which case they could
be sold but could no longer be purchased through the Connect
Programs.
Further
regulations or restrictions, such as limitations on redemptions or suspension of
trading, which Chinese regulators have used in the past, may adversely impact
the Connect Programs and may increase volatility. The future impact of this
integration of Chinese and foreign markets is unclear and the actual effect on
the market for trading China A-shares with the introduction of large numbers of
foreign investors is unknown.
China
Investment Risk. The
Fund’s performance is expected to be closely tied to economic, political,
diplomatic, and social conditions within China and to be more volatile than the
performance of more geographically diversified funds. China is considered to be
an emerging market and carries the risks associated with an emerging market, as
well as risks particular to the region surrounding China. The Chinese government
has implemented significant economic reforms in order to liberalize trade
policy, promote foreign investment in the economy, reduce government control of
the economy and develop market mechanisms. However, Chinese markets generally
continue to experience inefficiency, volatility and pricing anomalies resulting
from governmental influence, a lack of publicly available information, and/or
political and social instability. The Chinese economy, industries, and
securities and currency markets may be adversely affected by slow economic
activity worldwide, protectionist trade policies, dependence on exports and
international trade, currency devaluations and other currency exchange rate
fluctuations, restrictions on monetary repatriation, increasing competition from
Asia’s low-cost emerging economies, environmental events and natural disasters
that may occur in the region surrounding China, and military conflicts either in
response to social unrest or with other countries. Investing in companies
controlled by various Chinese governmental authorities involves risks that
political changes, social instability, regulatory uncertainty, adverse
diplomatic developments, asset expropriation or nationalization, or confiscatory
taxation could adversely affect the performance of such companies. State-owned
or controlled companies may be less efficiently run and less profitable than
other companies. The Chinese government may intervene or seek to control the
operations, structure, or ownership of Chinese companies, including with respect
to foreign investors of such companies. Significant portions of the Chinese
securities markets may become rapidly illiquid, as Chinese issuers have the
ability to suspend the trading of their equity securities, and have shown a
willingness to exercise that option in response to market volatility and other
events. Given the difficulties and evolving perceptions of investing in China,
the Fund will not be able to effectively exclude all Chinese companies with
negative controversies such that the Fund’s investments may not always align
with the values of U.S. investors.
The tax
laws and regulations in mainland China are subject to change, possibly with
retroactive effect. Uncertainties in Chinese tax rules could result in
unexpected tax liabilities for the Fund. The mainland Chinese tax authorities
have temporarily exempted foreign investors from income tax and value-added tax
on capital gains derived from the trading of China A-shares through the
qualified foreign investor programs and the Shanghai-Hong Kong Stock Connect and
Shenzhen-Hong Kong Stock Connect programs. It is uncertain how long this will be
the case and the exemptions are subject to change.
In
addition, China’s history of political contention with Taiwan and its geographic
proximity to China have resulted in ongoing tensions, which could have an
adverse impact on the values of investments in China and/or Taiwan, or make
investments in China and/or Taiwan impractical or impossible.
The
ongoing U.S.-China “trade war,” including the imposition of additional trade
barriers, may affect China’s economy substantially, as the U.S. has been a
principal trading partner of China. The ability of China to restructure its
foreign trade
relationships,
and whether China is motivated to stop supporting its currency or stop trade in
certain natural resources, and whether the U.S. government imposes restrictions
on U.S. investor participation in certain Chinese investments, including through
executive order or other means, may determine to some degree the extent to which
its economy will be damaged by the trade war, and these things cannot be
predicted at the present time.
In
addition to the risks listed under “Foreign and Emerging Markets Risk,”
investments in China are subject to significant legal, regulatory, monetary and
economic risks, as well as the potential for regional and global conflicts,
including actions that are contrary to the interests of the U.S. As a result,
the Fund may not be suitable for all investors and should be used only by
investors who understand the risks of investing in securities and instruments
economically tied to China.
Currency
Risk. Currency
risk is the risk that foreign currencies will decline in value relative to the
U.S. dollar. To the extent that the Fund invests in securities or other
instruments denominated in or indexed to foreign currencies, changes in currency
exchange rates could adversely impact investment gains or add to investment
losses. Currency exchange rates may fluctuate significantly over short periods
of time and can be affected unpredictably by various factors, including investor
perception and changes in interest rates; intervention, or failure to intervene,
by U.S. or foreign governments, central banks, or supranational entities; or by
currency controls or political or regulatory developments in the U.S. or
abroad.
Depositary
Receipts Risk. Depositary
receipts are certificates issued by a financial institution evidencing ownership
of underlying foreign securities. While depositary receipts involve many of the
same risks of investing directly in the underlying foreign securities, they may
be less liquid and more volatile than investing directly in such securities.
Depositary receipts are subject to the risk of fluctuation in the currency
exchange rate if, as is often the case, the underlying foreign securities are
denominated in foreign currency, and there may be an imperfect correlation
between the market value of depositary receipts and the underlying foreign
securities.
Environmental,
Social and Governance Criteria Risk. The
Fund’s application of environmental, social and governance criteria is designed
and utilized to help identify companies that demonstrate the potential to create
economic value or reduce risk; however, as with the use of any investment
criteria in selecting a portfolio, there is no guarantee that the criteria used
by the Fund will result in the selection of issuers that will outperform other
issuers, or help reduce risk in the portfolio. Investing based on environmental,
social and governance criteria is qualitative and subjective by nature and there
is no guarantee that the criteria used by the Fund will reflect the beliefs or
values of any particular investor. The use of the Fund’s environmental, social
and governance criteria could also affect the Fund’s exposure to certain
issuers, sectors or industries, and could impact the Fund’s investment
performance depending on whether the environmental, social and governance
criteria used are ultimately reflected in the market. Information used to
evaluate the Fund’s application of environmental, social and governance
criteria, like other information used to identify companies in which to invest,
may not be readily available, complete, or accurate, which could negatively
impact the Fund’s performance or create additional risk in the
portfolio.
ETF
Risk. As an
exchange-traded fund (“ETF”), the Fund is subject to the following
risks:
Authorized
Participants Concentration Risk. The Fund
has a limited number of financial institutions that may act as authorized
participants. Only an authorized participant may transact in creation and
redemption transactions directly with the Fund, and authorized participants are
not obligated to engage in such transactions. To the extent they exit the
business or are otherwise unable or unwilling to proceed in creation and
redemption transactions with the Fund, such as in times of market stress, and no
other Authorized Participant is able to step forward to create or redeem,
trading in Fund shares may be significantly diminished, bid-ask spreads may
widen and shares of the Fund may be more likely to trade at a premium or
discount to net asset value (“NAV”) and possibly face trading halts or
delisting. To the extent the Fund invests in securities issued by non-U.S.
issuers or other securities or instruments that have lower trading volumes, this
risk is heightened.
Cash
Transactions Risk. Unlike
certain ETFs, the Fund may effect its creations and redemptions in cash or
partially in cash. As a result, an investment in the Fund may be less
tax-efficient than an investment in other ETFs. Other ETFs generally are able to
make in-kind redemptions and avoid realizing gains in connection with
transactions designed to raise cash to meet redemption requests. If the Fund
effects a portion of redemptions for cash, it may be required to sell portfolio
securities in order to obtain the cash needed to distribute redemption proceeds,
which also involves transaction costs. If the Fund recognizes gain on these
sales, this generally will cause the Fund to recognize gain it might not
otherwise have recognized if it were to distribute portfolio securities in-kind,
or to recognize such gain sooner than would otherwise be required. The Fund
generally intends to distribute these gains to shareholders to avoid being taxed
on this gain at the Fund level and otherwise comply with the special tax rules
that apply to it. This strategy may cause shareholders to be subject to tax on
gains they would not otherwise be subject to, or at an earlier date than, if
they had
made an
investment in a different ETF. In addition, cash transactions may have to be
carried out over several days if the securities market in which the Fund is
trading is less liquid and may involve considerable transaction expenses and
taxes. These brokerage fees and taxes, which will be higher than if the Fund
sold and redeemed its shares principally in-kind, may be passed on to purchasers
and redeemers of shares in the form of transaction fees. However, the Fund has
capped the total transaction fees that may be charged in connection with
redemptions. To the extent any costs associated with cash transactions are not
offset by any transaction fees payable by an authorized participant, the Fund’s
performance could be negatively impacted.
International
Closed Market Trading Risk. To the
extent the Fund’s investments trade in markets that are closed when the Fund and
NYSE Arca, Inc. (“Exchange”) are open, there are likely to be deviations between
current pricing of an underlying security and the last quoted price for the
underlying security (i.e., the Fund’s quote from the closed foreign market). As
a result, premiums or discounts to NAV may develop in share prices, and bid-ask
spreads may be greater than those experienced by other funds. In addition,
shareholders may not be able to purchase or redeem their shares of the Fund, or
purchase or sell shares of the Fund on the Exchange, on days when the NAV of the
Fund could be significantly affected by events in the relevant non-U.S.
markets.
Premium/Discount
Risk. There may
be times when the market price of the Fund’s shares is more than the NAV
intra-day (at a premium) or less than the NAV intra-day (at a discount). As a
result, shareholders of the Fund may pay more than NAV when purchasing shares
and receive less than NAV when selling Fund shares. This risk is heightened in
times of market volatility or periods of steep market declines. In such market
conditions, market or stop loss orders to sell Fund shares may be executed at
prices well below NAV.
Secondary
Market Trading Risk. Investors
buying or selling shares in the secondary market will normally pay brokerage
commissions, which are often a fixed amount and may be a significant
proportional cost for investors buying or selling relatively small amounts of
shares. Secondary market trading is subject to bid-ask spreads, which is the
difference between the highest price a buyer is willing to pay to purchase
shares of a fund (bid) and the lowest price a seller is willing to accept for
shares (ask) when buying or selling shares in the secondary market, and trading
in Fund shares may be halted by the Exchange because of market conditions or
other reasons. If a trading halt occurs, a shareholder may temporarily be unable
to purchase or sell shares of the Fund. The bid-ask spread, which varies over
time, is generally narrower if the Fund has more trading volume and market
liquidity and wider if the Fund has less trading volume and market liquidity. In
addition, the bid-ask spread can be affected by the liquidity of the Fund’s
underlying investments and can widen if the Fund’s underlying investments become
less liquid or illiquid. In addition, although the Fund’s shares are listed on
the Exchange, there can be no assurance that an active trading market for shares
will develop or be maintained, that bid-ask spreads will be narrow, or that the
Fund’s shares will continue to be listed.
Foreign
and Emerging Market Risk. Foreign
securities involve risks in addition to those associated with comparable U.S.
securities. Additional risks include exposure to less developed or less
efficient trading markets; social, political, diplomatic, or economic
instability; trade barriers and other protectionist trade policies (including
those of the U.S.); imposition of economic sanctions against a particular
country or countries, organizations, companies, entities and/or individuals;
significant government involvement in an economy and/or market structure;
fluctuations in foreign currencies or currency redenomination; potential for
default on sovereign debt; nationalization or expropriation of assets;
settlement, custodial or other operational risks; higher transaction costs;
confiscatory withholding or other taxes; and less stringent auditing and
accounting, corporate disclosure, governance, and legal standards. As a result,
foreign securities may fluctuate more widely in price, and may also be less
liquid, than comparable U.S. securities. Regardless of where a company is
organized or its stock is traded, its performance may be affected significantly
by events in regions from which it derives its profits or in which it conducts
significant operations.
Investing
in emerging market countries involves risks in addition to and greater than
those generally associated with investing in more developed foreign countries.
The governments of emerging market countries may be more unstable and more
likely to impose capital controls, nationalize a company or industry, place
restrictions on foreign ownership and on withdrawing sale proceeds of securities
from the country, intervene in the financial markets, and/or impose burdensome
taxes that could adversely affect security prices. To the extent a foreign
security is denominated in U.S. dollars, there is also the risk that a foreign
government will not let U.S. dollar-denominated assets leave the country. In
addition, the economies of emerging market countries may be dependent on
relatively few industries that are more susceptible to local and global changes.
Emerging market countries may also have less developed legal and accounting
systems, and their legal systems may deal with issuer bankruptcies and defaults
differently than U.S. law would. Securities markets in emerging market countries
are also relatively small and have substantially lower trading volumes.
Securities of issuers in emerging market countries may be more volatile and less
liquid than
securities
of issuers in foreign countries with more developed economies or markets and the
situation may require that the Fund fair value its holdings in those
countries.
Securities
of issuers traded on foreign exchanges may be suspended, either by the issuers
themselves, by an exchange, or by governmental authorities. The likelihood of
such suspensions may be higher for securities of issuers in emerging or
less-developed market countries than in countries with more developed markets.
Trading suspensions may be applied from time to time to the securities of
individual issuers for reasons specific to that issuer, or may be applied
broadly by exchanges or governmental authorities in response to market events.
Suspensions may last for significant periods of time, during which trading in
the securities and in instruments that reference the securities, such as
derivative instruments, may be halted. In the event that the Fund holds material
positions in such suspended securities or instruments, the Fund’s ability to
liquidate its positions or provide liquidity to investors may be compromised and
the Fund could incur significant
losses.
Growth
Stock Risk. Because
the prices of most growth stocks are based on future expectations, these stocks
tend to be more sensitive than value stocks to bad economic news and negative
earnings surprises. When these expectations are not met or decrease, the prices
of these stocks may decline, sometimes sharply, even if earnings showed an
absolute increase. Bad economic news or changing investor perceptions may
adversely affect growth stocks across several sectors and industries
simultaneously.
High
Portfolio Turnover Risk. The Fund
may engage in active and frequent trading and may have a high portfolio turnover
rate, which may increase the Fund’s transaction costs, may adversely affect the
Fund’s performance and may generate a greater amount of capital gain
distributions to shareholders than if the Fund had a low portfolio turnover
rate.
Issuer-Specific
Risk. An
individual security may be more volatile, and may perform differently, than the
market as a whole.
Large
Shareholder Risk. Certain
large shareholders, including Authorized Participants, may from time to time own
a substantial amount of the Fund’s shares. There is no requirement that these
shareholders maintain their investment in the Fund. There is a risk that such
large shareholders or that the Fund’s shareholders generally may redeem all or a
substantial portion of their investments in the Fund in a short period of time,
which could have a significant negative impact on the Fund’s NAV, liquidity,
brokerage costs, and expenses. Large redemptions could also result in tax
consequences to shareholders and impact the Fund’s ability to implement its
investment strategy.
Liquidity
Risk. From time
to time, the trading market for a particular investment in which the Fund
invests, or a particular type of instrument in which the Fund is invested, may
become less liquid or even illiquid. Illiquid investments frequently can be more
difficult to purchase or sell at an advantageous price or time, and there is a
greater risk that the investments may not be sold for the price at which the
Fund is carrying them. Certain investments that were liquid when the Fund
purchased them may become illiquid, sometimes abruptly. Additionally, market
closures due to holidays or other factors may render a security or group of
securities (e.g., securities tied to a particular country or geographic region)
illiquid for a period of time. An inability to sell a portfolio position can
adversely affect the Fund’s value or prevent the Fund from being able to take
advantage of other investment opportunities. Market prices for such securities
or other investments may be volatile. During periods of substantial market
volatility, an investment or even an entire market segment may become illiquid,
sometimes abruptly, which can adversely affect the Fund’s ability to limit
losses.
Unexpected
episodes of illiquidity, including due to market or political factors,
instrument or issuer-specific factors and/or unanticipated outflows or other
factors, may limit the Fund’s ability to pay redemption proceeds within the
allowable time period. To meet redemption requests during periods of
illiquidity, the Fund may be forced to sell securities at an unfavorable time
and/or under unfavorable
conditions.
Market
Capitalization Risk. To the
extent the Fund invests in securities of small-, mid-, or large-cap companies,
it takes on the associated risks. At times, any of these market capitalizations
may be out of favor with investors. Compared to small- and mid-cap companies,
large-cap companies may be unable to respond as quickly to changes and
opportunities and may grow at a slower rate. Compared to large-cap companies,
small- and mid-cap companies may depend on a more limited management group, may
have a shorter history of operations, less publicly available information, less
stable earnings and limited product lines, markets or financial resources. The
securities of small- and mid-cap companies are often more volatile, which at
times can be rapid and unpredictable, and less liquid than the securities of
larger companies and may be more affected than other types of securities by the
underperformance of a sector, during market downturns, by adverse publicity and
investor perceptions, by interest rate changes and by government
regulation.
Market
Volatility Risk. Markets
may be volatile and values of individual securities and other investments,
including those of a particular type, may decline significantly in response to
adverse issuer, political, regulatory, market, economic or other developments
that may cause broad changes in market value, public perceptions concerning
these developments, and adverse
investor
sentiment or publicity. Geopolitical and other risks, including environmental
and public health risks may add to instability in world economies and markets
generally. Changes in value may be temporary or may last for extended periods.
If the Fund sells a portfolio position before it reaches its market peak, it may
miss out on opportunities for better
performance.
Non-Diversified
Fund Risk.
The Fund is classified as non-diversified. As such, the percentage
of the Fund’s assets invested in any single issuer or a few issuers is not
limited as much as it is for a fund classified as diversified. Investing a
higher percentage of its assets in any one or a few issuers could increase the
Fund’s risk of loss and its share price volatility, because the value of its
shares would be more susceptible to adverse events affecting those
issuers.
Recent
Market Conditions. Both
U.S. and international markets have experienced significant volatility in recent
years. As a result of such volatility, investment returns may fluctuate
significantly. National economies are substantially interconnected, as are
global financial markets, which creates the possibility that conditions in one
country or region might adversely impact issuers in a different country or
region. However, the interconnectedness of economies and/or markets may be
diminishing or changing, which may impact such economies and markets in ways
that cannot be foreseen at this time.
Some
countries, including the U.S., have adopted more protectionist trade policies,
which is a trend that appears to be continuing globally. Slowing global economic
growth, the rise in protectionist trade policies, inflationary pressures,
changes to some major international trade and security agreements, risks
associated with the trade and security agreement between countries and regions,
including the U.S. and other foreign nations, political or economic dysfunction
within some countries or regions, including the U.S., and dramatic changes in
consumer sentiment, commodity prices and currency values could affect the
economies and markets of many nations, including the U.S., in ways that cannot
necessarily be foreseen at the present time and may create significant
volatility in the markets. In addition, these policies, including the impact on
the U.S. dollar, may decrease foreign demand for U.S. assets, which could have a
negative impact on certain issuers and/or industries.
The
Federal Reserve and certain foreign central banks have started to lower interest
rates, though economic or other factors, such as inflation, could stop such
changes. It is difficult to accurately predict the pace at which interest rates
might change, the timing, frequency or magnitude of any such changes in interest
rates, or when such changes might stop or again reverse course. Additionally,
various economic and political factors could cause the Federal Reserve or other
foreign central banks to change their approach in the future and such actions
may result in an economic slowdown both in the U.S. and abroad. Unexpected
changes in interest rates could lead to significant market volatility or reduce
liquidity in certain sectors of the market. Deteriorating economic fundamentals
may, in turn, increase the risk of default or insolvency of particular issuers,
negatively impact market value, cause credit spreads to widen, and reduce bank
balance sheets. Any of these could cause an increase in market volatility,
reduce liquidity across various markets or decrease confidence in the
markets.
Regulators
in the U.S. have adopted a number of changes to regulations involving the
markets and issuers, some of which apply to the Fund. The full effect of such
regulations is not currently known and certain changes to regulation could limit
the Fund’s ability to pursue its investment strategies or make certain
investments, may make it more costly for it to operate, or adversely impact
performance. Additionally, it is possible that such regulations could be further
revised or rescinded, which creates material uncertainty on their impact to the
Fund.
Advancements
in technology, including advanced development and increased regulation of
artificial intelligence, may adversely impact market movements and liquidity. As
artificial intelligence is used more widely, which can occur relatively rapidly,
the profitability and growth of certain issuers and industries may be negatively
impacted in ways that cannot be foreseen and could adversely impact its
performance.
Tensions,
war, or open conflict between nations, such as between Russia and Ukraine, in
the Middle East, or in eastern Asia could affect the economies of many nations,
including the United States. The duration of ongoing hostilities and any
sanctions and related events cannot be predicted. Those events present material
uncertainty and risk with respect to markets globally and the performance of the
Fund and its investments or operations could be negatively
impacted.
High
public debt in the U.S. and other countries creates ongoing systemic and market
risks and policymaking uncertainty. There is no assurance that the U.S. Congress
will act to raise the nation’s debt ceiling; a failure to do so could cause
market turmoil and substantial investment risks that cannot now be fully
predicted. Unexpected political, regulatory and diplomatic events within the
U.S. and abroad may affect investor and consumer confidence and may adversely
impact financial markets and the broader economy.
Global
climate change can have potential effects on property and security values.
Certain issuers, industries and regions may be adversely affected by the impact
of climate change in ways that cannot be foreseen. The impact of legislation,
regulation and
international
accords related to climate change, including any direct or indirect consequences
that may not be foreseen, may negatively impact certain issuers, industries and
regions.
Sector
Risk. From time
to time, based on market or economic conditions, the Fund may have significant
positions in one or more sectors of the market. To the extent the Fund invests
more heavily in particular sectors, its performance will be especially sensitive
to developments that significantly affect those sectors. Individual sectors or
sub-sectors may be more volatile, and may perform differently, than the broader
market. The industries that constitute a sector may all react in the same way to
economic, political or regulatory
events.
Small
Fund Risk. The Fund
is small and does not yet have a significant number of shares outstanding. Small
funds are at greater risk than larger funds of wider bid-ask spreads for its
shares, trading at a greater premium or discount to NAV, liquidation and/or a
stop to trading.
Value
Stock Risk. Value
stocks are those stocks whose stock prices, whether based on earnings, book
value, or other financial measures, do not reflect their full economic
opportunities. Value stocks may remain undervalued for extended periods of time,
may decrease in value during a given period, may not ever realize what the
portfolio management team believes to be their full value, or the portfolio
management team’s assumptions about intrinsic value or potential for
appreciation may be incorrect. This may happen, among other reasons, because of
a failure to anticipate which stocks or industries would benefit from changing
market or economic conditions or investor
preferences.
Risks
of Investing in Variable Interest Entities. For
purposes of raising capital offshore on exchanges outside of the People’s
Republic of China (PRC), including on U.S. exchanges, many PRC-based operating
companies are structured as entities commonly-referred to as variable interest
entities (“VIEs”). In a typical VIE structure, the onshore PRC-based operating
company is the VIE. Shareholders of the VIE and establishes an entity, which is
typically offshore in a foreign jurisdiction, such as the Cayman Islands. The
offshore entity to enters into contractual arrangements through wholly or
majority-owned subsidiaries with the VIE. The offshore entity and is listed on
an exchange outside of the PRC and issues exchange-traded shares that are sold
to the public, including the Fund. This structure enables PRC companies
including those subject to in which the PRC government restricts foreign
ownership to restrictions, to raise capital from foreign investors. While the
offshore entity has no legal equity ownership of the VIE, its contractual
arrangements with the VIE permit the offshore entity to consolidate the VIE’s
financial statements with its own for Financial Accounting Standards Board
accounting purposes and provide for economic exposure to the performance of the
underlying onshore PRC-based operating company. Therefore, an investor in the
listed offshore entity, such as the Fund, will have exposure to the onshore
PRC-based operating company only through its indirect contractual arrangements
with the VIE and has no legal ownership in the VIE. Furthermore, because the
offshore entity only has indirect specific rights provided for in these
contractual arrangements with the VIE, its abilities to control the activities
of the VIE are limited and the VIE may engage in activities that negatively
impact the investment value. While the VIE structure has been widely adopted, it
is not formally or legally recognized under PRC law and therefore there is a
risk that the PRC government could restrict the effectiveness of such structures
or negatively impact the VIE’s contractual arrangements with the listed offshore
entity by making them invalid under PRC law. If the agreements are breached or
if the agreements are otherwise determined not to be enforceable under PRC law,
investors in the listed offshore entity, such as the Fund, may suffer
significant losses with little or no recourse available. If the PRC government
determines that the contractual agreements involving VIE structures do not
comply with PRC laws and regulations, including those related to restrictions on
foreign ownership, it could subject a VIE to numerous sanctions such as
penalties, revocation of business and operating licenses, invalidate or
terminate contractual arrangements and/or forfeiture or non-recognition of
ownership interest.
In
addition, PRC companies listed on U.S. exchanges, including ADRs and companies
that rely on VIE structures, may be delisted if they do not meet U.S. accounting
standards and auditor oversight requirements. Delisting could significantly
decrease the liquidity and value of the securities of these companies, decrease
the ability of a Fund to invest in such securities and increase the cost of the
Fund if it is required to seek alternative markets in which to invest in such
securities.
A
summary of the Fund’s additional principal investment risks is as
follows:
Operational
and Cybersecurity Risk. The Fund
and its service providers, and your ability to transact with the Fund, may be
negatively impacted due to operational matters arising from, among other
problems, human errors, processing and communications errors, counterparty and
third-party disruptions or errors, systems and technology disruptions or
failures, or cybersecurity incidents. Cybersecurity incidents may allow an
unauthorized party to gain access to fund assets, customer data, or proprietary
information, or cause the Fund or its service providers, as well as the
securities trading venues and their service providers, to suffer data corruption
or lose operational functionality, including those related to critical
functions. Cybersecurity incidents can result from deliberate attacks or
unintentional events. It is not possible for the Manager or the other Fund
service
providers
to identify all of the cybersecurity or other operational risks that may affect
the Fund or to develop processes and controls to completely eliminate or
mitigate their occurrence or effects. Most issuers in which the Fund invests are
heavily dependent on computers for data storage and operations, and require
ready access to the internet to conduct their business. Thus, cybersecurity
incidents could also affect issuers of securities in which the Fund invests,
leading to significant loss of value.
Artificial
Intelligence. The Fund
and its service providers, including its adviser, may utilize artificial
intelligence (“AI”) technologies, including machine learning models and
generative AI, to improve operational efficiency and in connection with
research. In addition, counterparties used by the Fund may utilize AI in their
business activities. While the Manager may restrict certain uses of AI tools,
the Fund and its adviser are not in a position to control the use of AI in
third-party products or services. The use of AI introduces numerous potential
challenges and the use of AI can lead to reputational damage, legal liabilities,
and competitive disadvantages, as well as negatively impact business operations,
which may occur with or without mismanagement in the use of the AI. AI requires
the collection and processing of substantial amounts of data, which poses risks
of data inaccuracies, incompleteness, and inherent biases, and which can degrade
the technology’s effectiveness and reliability. Such data can include
proprietary information, the use of which by AI may be unauthorized and subject
to potential liability. Rapid technological advancements further complicate risk
predictions, and competitors who adopt AI more swiftly may gain a competitive
edge. The complexity and opacity of AI systems raise significant accountability
and ethical concerns. AI has enhanced the ability of threat actors to amplify
the potency, scale, and speed of cybersecurity attacks. AI’s role in increasing
automation raises concerns about job displacement and may lead to economic and
social disruptions. The unpredictable nature of AI’s impact on market dynamics
complicates traditional risk assessment models, making it challenging to
identify risks and opportunities using historical data. Legal and regulatory
frameworks governing AI’s use, particularly concerning data privacy and
protection, are evolving rapidly. These changes could materially alter how AI is
used, which may negatively impact the
Fund.
Risk
Management. Risk is
an essential part of investing. No risk management program can eliminate the
Fund’s exposure to adverse events; at best, it may only reduce the possibility
that the Fund will be affected by such events, and especially those risks that
are not intrinsic to the Fund’s investment program. The Fund could experience
losses if judgments about risk prove to be
incorrect.
Valuation
Risk. The Fund
may not be able to sell an investment at the price at which the Fund has valued
the investment. Such differences could be significant, particularly for illiquid
securities and securities that trade in relatively thin markets and/or markets
that experience extreme volatility. If market or other conditions make it
difficult to value an investment, the Fund may be required to value such
investments using more subjective methods, known as fair value methodologies.
Using fair value methodologies to price investments may result in a value that
is different from an investment’s most recent price and from the prices used by
other funds to calculate their NAVs. The Fund uses pricing services to provide
values for certain securities and there is no assurance that the Fund will be
able to sell an investment at the price established by such pricing services.
The Fund’s ability to value its investments in an accurate and timely manner may
be impacted by technological issues and/or errors by third party service
providers, such as pricing services or accounting agents.
The
following bar chart and table provide an indication of the risks of investing in
the Fund. The Fund commenced operations after the assets of another investment
company, Neuberger Berman Greater China Equity Fund (the predecessor fund), were
transferred to the Fund in a tax-free reorganization as of the close of business
on October 13, 2023. The Fund has adopted the performance history of its
predecessor fund. The information shown below prior to October 13, 2023 is for
the predecessor fund. The bar chart
shows how the Fund’s performance has varied from year to year. The
table below the bar chart shows what the returns would equal if you averaged out
actual performance over various lengths of time and compares the returns with
the returns of a broad-based market index and additional
indices. The broad-based market index is
required by regulation. The additional index or indices have characteristics
relevant to the Fund’s investment strategy. The indices are described in
“Descriptions of Indices” in the prospectus.
The
predecessor fund had a higher management fee, a different benchmark index, and
different principal investment strategies, which included the use of a
sub-adviser, prior to August 21, 2023. The Fund’s performance prior to that date
may have been different if the current management fee and principal investment
strategies had been in effect.
Returns
would have been lower if the Manager had not reimbursed certain expenses and/or
waived a portion of the investment management fees, including those of the
predecessor fund, during certain of the periods shown.
While the
Fund’s shares would have substantially similar annual returns to the
Institutional Class shares of the predecessor fund, their performance may differ
from that shown because the Fund has lower expenses than the predecessor fund’s
Institutional Class
shares.
Performance for the Fund’s Shares has not been adjusted to reflect the Fund’s
Shares’ lower expenses than those of the predecessor fund’s Institutional Class
shares. Performance for the predecessor fund is based on the NAV per share of
the predecessor fund shares rather than on market-determined
prices.
Past performance (before and
after taxes) is not a prediction of future results. Visit
www.nb.com/ETF
or call 800-366-6264 for updated
performance information.
year-by-year
% Returns as of 12/31 each year
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Year
to Date performance as of: |
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average
annual total % returns as of 12/31/2024
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Return
After Taxes on Distributions |
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Return
After Taxes on Distributions and Sale of Fund
Shares |
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MSCI
China All Shares Index (Net) (reflects reinvested dividends net of
withholding taxes, but reflects no deduction
for
fees, expenses or taxes) |
|
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MSCI
China A Onshore Index (Net) (reflects reinvested dividends net of
withholding taxes, but reflects no deduction
for
fees, expenses or taxes) |
|
|
|
After-tax
returns are calculated using the historical highest individual federal
marginal income tax rates and do not reflect the impact of state and local
taxes.
Actual after-tax returns depend on an investor’s tax situation and may
differ from those shown. After-tax
returns are not relevant to investors who
hold their Fund
shares through tax-deferred arrangements, such as 401(k) plans or
individual retirement accounts. Return
After Taxes on Distributions and
Sale
of Fund Shares may be higher than other returns for the same period due to
a tax benefit of realizing a capital loss upon the sale of Fund
shares. |
Neuberger
Berman Investment Advisers LLC (“NBIA” or the “Manager”) is the Fund’s
investment manager.
The Fund
is managed by Alan Tsang, CFA (Portfolio Manager). Mr. Tsang has managed the
Fund since July 2024.
Buying
and Selling Shares
The Fund
issues and redeems Shares at its NAV only in a large specified number of Shares
each called a “Creation Unit,” or multiples thereof, and only with authorized
participants who have entered into contractual arrangements with the Fund’s
distributor.
Individual
Shares (rather than Creation Units) of the Fund may only be purchased and sold
on a national securities exchange through a broker or dealer at market price and
most investors will buy and sell Shares of the Fund on such an exchange. These
transactions do not involve the Fund. The prices at which individual Shares may
be purchased and sold on a national securities exchange through brokers are
based on market prices and, because Shares will trade at market prices rather
than at NAV, individual Shares of the Fund may trade at a price greater than or
less than NAV. Shares of the Fund are listed on NYSE Arca, Inc.
An
investor may incur costs attributable to the difference between the highest
price a buyer is willing to pay to purchase Shares of the Fund (bid) and the
lowest price a seller is willing to accept for Shares (ask) when buying or
selling Shares in the secondary market (the “bid-ask spread”). Most investors
will incur customary brokerage commissions and charges when buying and selling
shares of the Fund through a broker/dealer.
Recent
information, including information about the Fund’s NAV, market price, premiums
and discounts, and bid-ask spreads, is included on the Fund’s website at
www.nb.com/ETF.
Unless you
invest in the Fund through a tax-advantaged retirement plan or account or are a
tax-exempt investor, you will be subject to tax on Fund distributions to you of
ordinary income and/or net capital gains. Those distributions generally are not
taxable to such a plan or account or a tax-exempt investor, although withdrawals
from certain retirement plans and accounts generally are subject to federal
income tax.
Payments
to Investment Providers and Other Financial Intermediaries
If you
purchase shares of the Fund through a broker/dealer or other financial
intermediary, such as a bank, brokerage firm, workplace retirement program, or
financial adviser (who may be affiliated with the Manager), the Fund and/or
Neuberger Berman BD LLC and/or its affiliates may pay the intermediary for the
sale of Fund shares and related services. These payments may create a conflict
of interest by influencing the broker/dealer or other financial intermediary and
its employees to recommend the Fund over another investment. Ask your financial
intermediary or visit its website for more information.
Neuberger
Commodity Strategy ETF
The Fund
seeks total return.
These
tables below describe the fees and expenses that you may pay if you buy, hold
and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and example
below.
Shareholder
Fees
(fees
paid directly from your investment) |
|
Annual
Fund Operating Expenses
(expenses
that you pay each year as a % of the value of your
investment) |
|
Management
fees of Fund and Subsidiary (as defined below) |
|
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Other
expenses of Subsidiary |
|
Total
annual operating expenses |
|
Fee
waivers and/or expense reimbursement |
|
Total
annual operating expenses after fee waivers and/or expense
reimbursement1
|
|
The
expense example can help you compare costs among funds. The example assumes that
you invested $10,000 for the periods shown, that you redeemed all of your shares
at the end of those periods, that the Fund earned a hypothetical 5% total return
each year, and that the Fund's expenses were those in the table. Actual
performance and expenses may be higher or lower.
The Fund
pays transaction costs, such as commissions, when it buys and sells securities
(or “turns over” its portfolio). A higher portfolio turnover rate may indicate
higher transaction costs and may result in higher taxes when Fund shares are
held in a taxable account. These costs, which are not reflected in annual
operating expenses or in the example, affect the Fund’s performance. During the
most recent fiscal year the Fund’s portfolio turnover rate was 102% of the average value of its
portfolio.
Principal
Investment Strategies
The Fund
seeks to achieve its goal by investing under normal circumstances in
commodity-linked derivative instruments and fixed income instruments.
Commodities are assets such as oil, natural gas, agricultural products or
metals.
The Fund
seeks to gain long and short exposure to the commodity markets by investing,
directly or indirectly, in futures contracts on individual commodities and other
commodity-linked derivative instruments. The performance of these
commodity-linked derivative instruments is expected to correspond to the
performance of the commodity underlying the derivative instrument, without
requiring the Fund to invest directly in commodities. Although the Fund may make
these investments in commodity-linked derivative instruments directly, the Fund
expects to gain exposure to these investments primarily by investing in a wholly
owned subsidiary of the Fund formed in the Cayman Islands
(“Subsidiary”).
13
Commodity Strategy ETF
The
Subsidiary is managed by Neuberger Berman Investment Advisers LLC and has the
same investment goal as the Fund. The Subsidiary may invest without limitation
in commodity-linked derivative instruments. The Subsidiary also may invest in
fixed income securities, cash or cash equivalent instruments, or money market
mutual funds, some of which may serve as collateral for the Subsidiary’s
derivative instruments. The Fund will not invest more than 25% of the value of
its total assets in the Subsidiary at the end of any quarter of its taxable
year.
In
managing the Fund’s commodity investments, the Portfolio Managers seek to
identify investment opportunities using quantitative investment models and
fundamental analyses with an emphasis on risk management in an attempt to take
advantage of both short-term and long-term opportunities in commodity markets.
By managing a broadly diversified portfolio of commodity investments with an
active investment approach, the Portfolio Managers seek to provide investors
with an investment vehicle whose returns are not highly correlated with other
major asset classes. The Fund may take short positions in commodities. These
shorts, bought as derivatives, either anticipate price declines or serve as
hedging strategies for risk management.
The
Portfolio Managers will use various quantitative models employing strategies
intended to identify investment opportunities and determine portfolio weightings
in different commodity sectors and markets. These strategies include: (i) a
risk-balancing strategy that considers the total portfolio risk the Portfolio
Managers believe to be associated with each commodity; (ii) a strategy that
endeavors to assess top down macro variables among various commodity sectors
(such as, energy, industrial, metals, including industrial and strategic metals
(e.g., uranium) and precious metals, agricultural, livestock and softs (e.g.,
sugar, cotton, cocoa and coffee)); and/or (iii) a strategy that endeavors to
assess the outlook for individual commodities within each commodity
sector.
From time
to time, the Fund’s investment program may emphasize a particular sector of the
commodities markets. If the Fund emphasizes one or more sectors the performance
of your investment in the Fund will likely be affected by events affecting the
performance of those sectors. Additional information about certain risks related
to the various commodities market sectors are summarized under “Additional
Information about Principal Investment Risks” in the
Prospectus.
The Fund’s
fixed income investments will be primarily in investment grade fixed income
securities and are intended to provide liquidity and preserve capital and may
serve as collateral for the Fund’s derivative instruments. These may include
fixed income securities issued by the U.S. government and its agencies and
instrumentalities, mortgage-backed securities, asset-backed securities, and
securities issued by corporations or trust entities as well as floating rate
securities. The Fund considers fixed income securities to be investment grade
if, at the time of investment, they are rated within the four highest categories
by at least one independent credit rating agency or, if unrated, are determined
by the Portfolio Managers to be of comparable quality. The Fund also aims to
keep the duration of the fixed income portfolio short.
The Fund
may invest in cash or cash equivalent instruments. Because the Fund will use
derivatives to gain exposure to commodities, and because derivatives may not
require the Fund to deposit the full notional amount of the investment, the Fund
may invest a significant amount of its assets in money market mutual funds or
other fixed income investments, as described above. In relation to this Fund,
notional refers to the total value of the Fund’s aggregate positions. The Fund’s
(and the Subsidiary’s) use of commodity-linked derivative instruments to obtain
long and short exposure to the commodity markets may result in leverage, which
amplifies the risks that are associated with the commodities underlying the
derivative instruments. The Fund’s aggregate investment exposure, as measured on
a notional basis, may be greater than 100% of the Fund’s total assets from time
to time.
Although
the Fund invests primarily in domestic securities and other instruments, it may
also invest in foreign securities and other foreign instruments, which may be
denominated in any currency.
In an
effort to achieve its goal, the Fund may engage in active and frequent
trading.
PRINCIPAL
INVESTMENT RISKS
Most of
the Fund’s performance depends on what happens in the commodity and stock
markets, the Portfolio Managers’ evaluation of those developments, and the
success of the Portfolio Managers in implementing the Fund’s investment
strategies. The Fund’s use of derivative instruments will result in leverage,
which amplifies the risks that are associated with these markets. The markets’
behavior can be difficult to predict, particularly in the short term. There can
be no guarantee that the Fund will achieve its goal.
The Fund
may take temporary defensive and cash management positions; to the extent it
does, it will not be pursuing its principal investment
strategies.
The actual
risk exposure taken by the Fund in its investment program will vary over time,
depending on various factors including the Portfolio Managers' evaluation of
issuer, political, regulatory, market, or economic developments. There can be no
guarantee that the Portfolio Managers will be successful in their attempts to
manage the risk exposure of the Fund or will appropriately
14
Commodity Strategy ETF
evaluate
or weigh the multiple factors involved in investment decisions, including
issuer, market and/or instrument-specific analysis and valuation.
The Fund is
not a bank deposit, and is not guaranteed or insured by the Federal Deposit
Insurance Corporation or any other government agency.
The value of your investment may fall, sometimes sharply, and you
could lose money by investing in the Fund.
Each of
the following risks, which are described in alphabetical order and not in order
of any presumed importance, can significantly affect the Fund’s performance. The
relative importance of, or potential exposure as a result of, each of these
risks will vary based on market and other investment-specific
considerations.
Call
Risk. Upon the
issuer’s desire to call a security, or under other circumstances where a
security is called, which may happen for a number of reasons, such as declining
interest rates or changes in credit spreads, the issuer can opt to repay the
obligation underlying a “callable security” early. When this occurs, the Fund
may have to reinvest the proceeds in an investment offering a lower yield or
with a higher risk of default and may not realize the full anticipated benefit
from such investment.
Commodity
Regulatory Risk. The Fund
is deemed a “commodity pool” and the Fund’s investment manager is considered a
“commodity pool operator” with respect to the Fund under the Commodity Exchange
Act. The Fund’s investment manager is therefore subject to dual regulation by
the Securities and Exchange Commission and the Commodity Futures Trading
Commission (“CFTC”). Compliance with regulations governing commodity pools may
increase the Fund’s regulatory compliance costs. To avoid exceeding any
applicable position limits established by the CFTC, the Fund’s positions in
commodity contracts may have to be liquidated at disadvantageous times or
prices, which may adversely impact the Fund. The regulatory requirements could
change at any time and additional regulations could also be adopted, which may
adversely impact the Fund, and may compel the Fund to consider significant
changes, which could include substantially altering its principal investment
strategies or, if deemed necessary, liquidating the
Fund.
Commodity
Risk. The
Fund’s and the Subsidiary’s significant investment exposure to the commodities
markets and/or a particular sector of the commodities markets may subject the
Fund and the Subsidiary to greater volatility than investments in traditional
securities. The commodities markets are impacted by a variety of factors,
including market movements, resource availability, commodity price volatility,
speculation in the commodities markets, domestic and foreign political and
economic events and policies, trade policies and tariffs, war, acts of
terrorism, changes in domestic or foreign interest rates and/or investor
expectations concerning interest rates, domestic and foreign inflation rates and
investment and trading activities in commodities. Prices of various commodities
may also be affected by factors such as drought, floods, weather, livestock
disease, embargoes, tariffs and other regulatory developments. The prices of
commodities can also fluctuate quickly and widely due to supply and demand
disruptions in major producing or consuming regions and may not correlate to
price movements in other asset classes. To the extent the Fund focuses its
investments in a particular commodity in the commodities market or a particular
sector of the commodities market, the Fund will be more susceptible to risks
associated with the particular commodity or particular commodity sector. No
active trading market may exist for certain commodities investments. Because the
Fund’s and the Subsidiary’s performance is linked to the performance of
potentially volatile commodities, investors should be willing to assume the
risks of significant fluctuations in the value of the Fund’s
shares.
Credit
Risk. Credit
risk is the risk that issuers, guarantors, or insurers may fail, or become less
able or unwilling to pay interest and/or principal when due. Changes in the
actual or perceived creditworthiness of an issuer or a downgrade or default
affecting any of the Fund’s securities could affect the Fund’s performance by
affecting the credit quality or value of the Fund’s securities. Generally, the
longer the maturity and the lower the credit quality of a security, the more
sensitive it is to credit risk.
Currency
Risk. Currency
risk is the risk that foreign currencies will decline in value relative to the
U.S. dollar. To the extent that the Fund is exposed directly or indirectly to
foreign currencies, including through its investments, or invests in securities
or other instruments denominated in or indexed to foreign currencies, changes in
currency exchange rates could adversely impact investment gains or add to
investment losses. Currency exchange rates may fluctuate significantly over
short periods of time and can be affected unpredictably by various factors,
including investor perception and changes in interest rates; intervention, or
failure to intervene, by U.S. or foreign governments, central banks, or
supranational entities; or by currency controls or political or regulatory
developments in the U.S. or abroad.
Derivatives
Risk. Use of
derivatives is a highly specialized activity that can involve investment
techniques, analysis and risks different from, and in some respects greater
than, those associated with investing in more traditional investments, such as
stocks and bonds. Derivatives can be highly complex and highly volatile and may
perform in unanticipated ways. Derivatives can create leverage, and the Fund
could lose more than the amount it invests; some derivatives can have the
potential for unlimited losses.
15
Commodity Strategy ETF
Derivatives
may at times be highly illiquid, and the Fund may not be able to close out or
sell a derivative at a particular time or at an anticipated price. Derivatives
can be difficult to value and valuation may be more difficult in times of market
turmoil. The value of a derivative instrument depends largely on (and is derived
from) the value of the reference instrument underlying the derivative. There may
be imperfect correlation between the behavior of a derivative and that of the
reference instrument underlying the derivative. An abrupt change in the price of
a reference instrument could render a derivative worthless. Derivatives may
involve risks different from, and possibly greater than, the risks associated
with investing directly in the reference instrument. Suitable derivatives may
not be available in all circumstances, and there can be no assurance that the
Fund will use derivatives to reduce exposure to other risks when that might have
been beneficial. Derivatives involve counterparty risk, which is the risk that
the other party to the derivative will fail to make required payments or
otherwise comply with the terms of the derivative. That risk is generally
thought to be greater with over-the-counter (OTC) derivatives than with
derivatives that are exchange traded or centrally cleared. When the Fund uses
derivatives, it will likely be required to provide margin or collateral; these
practices are intended to satisfy contractual undertakings and regulatory
requirements and will not prevent the Fund from incurring losses on derivatives.
The need to provide margin or collateral could limit the Fund's ability to
pursue other opportunities as they arise. Ongoing changes to regulation of the
derivatives markets and actual and potential changes in the regulation of funds
using derivative instruments could limit the Fund’s ability to pursue its
investment strategies. New regulation of derivatives may make them more costly,
or may otherwise adversely affect their liquidity, value or
performance.
Additional
risks associated with certain types of derivatives are discussed
below:
Futures. Futures
contracts are subject to the risk that an exchange may impose price fluctuation
limits, which may make it difficult or impossible for a fund to close out a
position when desired. In the absence of such limits, the liquidity of the
futures market depends on participants entering into offsetting transactions
rather than taking or making delivery. To the extent the Fund enters into
futures contracts requiring physical delivery (e.g., certain commodities
contracts), the inability of the Fund to take or make physical delivery can
negatively impact
performance.
ETF
Risk. As an
exchange-traded fund (“ETF”), the Fund is subject to the following
risks:
Authorized
Participants Concentration Risk. The Fund
has a limited number of financial institutions that may act as authorized
participants. Only an authorized participant may transact in creation and
redemption transactions directly with the Fund, and authorized participants are
not obligated to engage in such transactions. To the extent they exit the
business or are otherwise unable or unwilling to proceed in creation and
redemption transactions with the Fund, such as in times of market stress, and no
other Authorized Participant is able to step forward to create or redeem,
trading in Fund shares may be significantly diminished, bid-ask spreads may
widen and shares of the Fund may be more likely to trade at a premium or
discount to net asset value (“NAV”) and possibly face trading halts or
delisting. To the extent the Fund invests in securities issued by non-U.S.
issuers or other securities or instruments that have lower trading volumes, this
risk is heightened.
Cash
Transactions Risk. Unlike
certain ETFs, the Fund may effect its creations and redemptions in cash or
partially in cash. As a result, an investment in the Fund may be less
tax-efficient than an investment in other ETFs. Other ETFs generally are able to
make in-kind redemptions and avoid realizing gains in connection with
transactions designed to raise cash to meet redemption requests. If the Fund
effects a portion of redemptions for cash, it may be required to sell portfolio
securities in order to obtain the cash needed to distribute redemption proceeds,
which also involves transaction costs. If the Fund recognizes gain on these
sales, this generally will cause the Fund to recognize gain it might not
otherwise have recognized if it were to distribute portfolio securities in-kind,
or to recognize such gain sooner than would otherwise be required. The Fund
generally intends to distribute these gains to shareholders to avoid being taxed
on this gain at the Fund level and otherwise comply with the special tax rules
that apply to it. This strategy may cause shareholders to be subject to tax on
gains they would not otherwise be subject to, or at an earlier date than, if
they had made an investment in a different ETF. In addition, cash transactions
may have to be carried out over several days if the securities market in which
the Fund is trading is less liquid and may involve considerable transaction
expenses and taxes. These brokerage fees and taxes, which will be higher than if
the Fund sold and redeemed its shares principally in-kind, may be passed on to
purchasers and redeemers of shares in the form of transaction fees. However, the
Fund has capped the total transaction fees that may be charged in connection
with redemptions. To the extent any costs associated with cash transactions are
not offset by any transaction fees payable by an authorized participant, the
Fund’s performance could be negatively impacted.
International
Closed Market Trading Risk. To the
extent the Fund’s investments trade in markets that are closed when the Fund and
NYSE Arca, Inc. (“Exchange”) are open, there are likely to be deviations between
current pricing of
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Commodity Strategy ETF
an
underlying security and the last quoted price for the underlying security (i.e.,
the Fund’s quote from the closed foreign market). As a result, premiums or
discounts to NAV may develop in share prices, and bid-ask spreads may be greater
than those experienced by other funds. In addition, shareholders may not be able
to purchase or redeem their shares of the Fund, or purchase or sell shares of
the Fund on the Exchange, on days when the NAV of the Fund could be
significantly affected by events in the relevant non-U.S. markets.
Premium/Discount
Risk. There may
be times when the market price of the Fund’s shares is more than the NAV
intra-day (at a premium) or less than the NAV intra-day (at a discount). As a
result, shareholders of the Fund may pay more than NAV when purchasing shares
and receive less than NAV when selling Fund shares. This risk is heightened in
times of market volatility or periods of steep market declines. In such market
conditions, market or stop loss orders to sell Fund shares may be executed at
prices well below NAV.
Secondary
Market Trading Risk. Investors
buying or selling shares in the secondary market will normally pay brokerage
commissions, which are often a fixed amount and may be a significant
proportional cost for investors buying or selling relatively small amounts of
shares. Secondary market trading is subject to bid-ask spreads, which is the
difference between the highest price a buyer is willing to pay to purchase
shares of a fund (bid) and the lowest price a seller is willing to accept for
shares (ask) when buying or selling shares in the secondary market, and trading
in Fund shares may be halted by the Exchange because of market conditions or
other reasons. If a trading halt occurs, a shareholder may temporarily be unable
to purchase or sell shares of the Fund. The bid-ask spread, which varies over
time, is generally narrower if the Fund has more trading volume and market
liquidity and wider if the Fund has less trading volume and market liquidity. In
addition, the bid-ask spread can be affected by the liquidity of the Fund’s
underlying investments and can widen if the Fund’s underlying investments become
less liquid or illiquid. In addition, although the Fund’s shares are listed on
the Exchange, there can be no assurance that an active trading market for shares
will develop or be maintained, that bid-ask spreads will be narrow, or that the
Fund’s shares will continue to be listed.
Foreign
Risk. Foreign
securities involve risks in addition to those associated with comparable U.S.
securities. Additional risks include exposure to less developed or less
efficient trading markets; social, political, diplomatic, or economic
instability; trade barriers and other protectionist trade policies (including
those of the U.S.); imposition of economic sanctions against a particular
country or countries, organizations, companies, entities and/or individuals;
significant government involvement in an economy and/or market structure;
fluctuations in foreign currencies or currency redenomination; potential for
default on sovereign debt; nationalization or expropriation of assets;
settlement, custodial or other operational risks; higher transaction costs;
confiscatory withholding or other taxes; and less stringent auditing and
accounting, corporate disclosure, governance, and legal standards. As a result,
foreign securities may fluctuate more widely in price, and may also be less
liquid, than comparable U.S. securities. World markets, or those in a particular
region, may all react in similar fashion to important economic or political
developments. In addition, foreign markets may perform differently than the U.S.
market. The effect of economic instability on specific foreign markets or
issuers may be difficult to predict or evaluate. Regardless of where a company
is organized or its stock is traded, its performance may be affected
significantly by events in regions from which it derives its profits or in which
it conducts significant operations.
Securities
of issuers traded on foreign exchanges may be suspended, either by the issuers
themselves, by an exchange, or by governmental authorities. Trading suspensions
may be applied from time to time to the securities of individual issuers for
reasons specific to that issuer, or may be applied broadly by exchanges or
governmental authorities in response to market events. In the event that the
Fund holds material positions in such suspended securities or instruments, the
Fund’s ability to liquidate its positions or provide liquidity to investors may
be compromised and the Fund could incur significant
losses.
High
Portfolio Turnover Risk. The Fund
may engage in active and frequent trading and may have a high portfolio turnover
rate, which may increase the Fund’s transaction costs, may adversely affect the
Fund’s performance and may generate a greater amount of capital gain
distributions to shareholders than if the Fund had a low portfolio turnover
rate.
Interest
Rate Risk. In
general, the value of investments with interest rate risk, such as debt
securities, will move in the direction opposite to movements in interest rates.
If interest rates rise, the value of such securities may decline. Typically, the
longer the maturity or duration of a debt security, the greater the effect a
change in interest rates could have on the security’s price. Thus, the
sensitivity of the Fund’s debt securities to interest rate risk will increase
with any increase in the duration of those
securities.
Issuer-Specific
Risk. An
individual security may be more volatile, and may perform differently, than the
market as a whole.
Large
Shareholder Risk. Certain
large shareholders, including Authorized Participants, may from time to time own
a substantial amount of the Fund’s shares. There is no requirement that these
shareholders maintain their investment in the Fund. There is a
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Commodity Strategy ETF
risk that
such large shareholders or that the Fund’s shareholders generally may redeem all
or a substantial portion of their investments in the Fund in a short period of
time, which could have a significant negative impact on the Fund’s NAV,
liquidity, brokerage costs, and expenses. Large redemptions could also result in
tax consequences to shareholders and impact the Fund’s ability to implement its
investment strategy.
Leverage
Risk. Leverage
amplifies changes in the Fund’s net asset value and may make the Fund more
volatile. Derivatives may create leverage and can result in losses to the Fund
that exceed the amount originally invested and may accelerate the rate of losses
or magnify the risks of other portfolio investments. There can be no assurance
that the Fund’s use of any leverage will be successful and the Fund may need to
dispose of some of its holdings at unfavorable times or prices. The Fund’s
investment exposure can exceed its net assets, sometimes by a significant
amount.
Liquidity
Risk. From time
to time, the trading market for a particular investment in which the Fund
invests, or a particular type of instrument in which the Fund is invested, may
become less liquid or even illiquid. Illiquid investments frequently can be more
difficult to purchase or sell at an advantageous price or time, and there is a
greater risk that the investments may not be sold for the price at which the
Fund is carrying them. Certain investments that were liquid when the Fund
purchased them may become illiquid, sometimes abruptly. Additionally, market
closures due to holidays or other factors may render a security or group of
securities (e.g., securities tied to a particular country or geographic region)
illiquid for a period of time. An inability to sell a portfolio position can
adversely affect the Fund’s value or prevent the Fund from being able to take
advantage of other investment opportunities. Market prices for such securities
or other investments may be volatile. During periods of substantial market
volatility, an investment or even an entire market segment may become illiquid,
sometimes abruptly, which can adversely affect the Fund’s ability to limit
losses.
Unexpected
episodes of illiquidity, including due to market or political factors,
instrument or issuer-specific factors and/or unanticipated outflows or other
factors, may limit the Fund’s ability to pay redemption proceeds within the
allowable time period. To meet redemption requests during periods of
illiquidity, the Fund may be forced to sell securities at an unfavorable time
and/or under unfavorable
conditions.
Market
Direction Risk. Since
the Fund will typically hold both long and short positions, an investment in the
Fund will involve market risks associated with different types of investment
decisions than those made for a typical “long only” fund. The Fund’s results
could suffer when there is a general market advance and the Fund holds
significant “short” positions, or when there is a general market decline and the
Fund holds significant “long” positions. The markets may have considerable
volatility from day to day and even in intra-day
trading.
Market
Volatility Risk. Markets
may be volatile and values of individual securities and other investments,
including those of a particular type, may decline significantly in response to
adverse issuer, political, regulatory, market, economic or other developments
that may cause broad changes in market value, public perceptions concerning
these developments, and adverse investor sentiment or publicity. Geopolitical
and other risks, including environmental and public health risks may add to
instability in world economies and markets generally. Changes in value may be
temporary or may last for extended periods. If the Fund sells a portfolio
position before it reaches its market peak, it may miss out on opportunities for
better performance.
Model
Risk. To a
significant extent, the Fund’s performance will depend on the success of
implementing and managing the investment models that assist in allocating the
Fund’s assets. Models that have been formulated on the basis of past market data
may not be indicative of future price movements. Models rely on data inputs and
such data may be incorrect or incomplete making the model unreliable. Models may
not be reliable or produce unexpected results if unusual or disruptive events
cause market moves the nature or size of which are inconsistent with the
historic performance of individual markets and their relationship to one another
or to other macroeconomic events. Models also may have hidden biases or exposure
to broad structural or sentiment shifts. In the event that actual events fail to
conform to the assumptions underlying such models, losses could be incurred. The
performance of the investment models may be impacted by software or other
technology malfunctions, programming inaccuracies, and similar
circumstances.
Mortgage-
and Asset-Backed Securities Risk. The value
of mortgage- and asset-backed securities, including collateralized mortgage
instruments, will be influenced by the factors affecting the housing market or
the assets underlying the securities. These securities tend to be more sensitive
to changes in interest rates than other types of debt securities. In addition,
investments in mortgage- and asset-backed securities may be subject to
prepayment risk and extension risk, call risk, credit risk, valuation risk, and
illiquid investment risk, sometimes to a higher degree than various other types
of debt securities. These securities are also subject to the risk of default on
the underlying mortgages or assets, particularly during periods of market
downturn, and an unexpectedly high rate of defaults on the underlying assets
will adversely affect the security’s
value.
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Commodity Strategy ETF
Natural
Resources Risk.
Investments related to natural resources (including MLPs) may be affected by
numerous factors, including events occurring in nature, inflationary pressures
and domestic and international politics. For example, events occurring in nature
(such as earthquakes or fires in prime natural resource areas) and political
events (such as coups or military confrontations) can affect the overall supply
of a natural resource and the value of companies involved in such natural
resource. In addition, interest rates, fluctuations in commodity prices; reduced
consumer demand for commodities such as oil, natural gas or petroleum products;
reduced availability of natural gas or other commodities for transporting,
processing, storing or delivering; slowdowns in new construction; international
economic developments, energy conservation, tax and other government regulations
(both U.S. and foreign) can affect the profitability and value of securities
issued by these companies. Additionally, natural resource investments are
subject to substantial government regulation, including environmental regulation
and liability for environmental damage, and changes in the regulatory
environment for these companies may adversely impact their profitability. These
types of companies have historically experienced substantial price volatility.
At times, the performance of these investments may lag the performance of other
sectors or the market as a whole.
Other
Investment Company Risk. To the
extent the Fund invests in other investment companies, including money market
funds and exchange traded funds (ETFs), its performance will be affected by the
performance of those other investment companies. Investments in other investment
companies are subject to the risks of the other investment companies’
investments, as well as to the other investment companies’
expenses.
Prepayment
and Extension Risk. The
Fund’s performance could be affected if borrowers pay back principal on certain
debt securities, such as mortgage- or asset-backed securities, before
(prepayment) or after (extension) the market anticipates such payments,
shortening or lengthening their duration. Due to a decline in interest rates or
an excess in cash flow into the issuer, a debt security might be called or
otherwise converted, prepaid or redeemed before maturity. As a result of
prepayment, the Fund may have to reinvest the proceeds in an investment offering
a lower yield, may not benefit from any increase in value that might otherwise
result from declining interest rates, and may lose any premium it paid to
acquire the security. Conversely, rising market interest rates generally result
in slower payoffs or extensions, which effectively increases the duration of
certain debt securities, heightening interest rate risk and increasing the
magnitude of any resulting price
declines.
Recent
Market Conditions. Both
U.S. and international markets have experienced significant volatility in recent
years. As a result of such volatility, investment returns may fluctuate
significantly. National economies are substantially interconnected, as are
global financial markets, which creates the possibility that conditions in one
country or region might adversely impact issuers in a different country or
region. However, the interconnectedness of economies and/or markets may be
diminishing or changing, which may impact such economies and markets in ways
that cannot be foreseen at this time.
Some
countries, including the U.S., have adopted more protectionist trade policies,
which is a trend that appears to be continuing globally. Slowing global economic
growth, the rise in protectionist trade policies, inflationary pressures,
changes to some major international trade and security agreements, risks
associated with the trade and security agreement between countries and regions,
including the U.S. and other foreign nations, political or economic dysfunction
within some countries or regions, including the U.S., and dramatic changes in
consumer sentiment, commodity prices and currency values could affect the
economies and markets of many nations, including the U.S., in ways that cannot
necessarily be foreseen at the present time and may create significant
volatility in the markets. In addition, these policies, including the impact on
the U.S. dollar, may decrease foreign demand for U.S. assets, which could have a
negative impact on certain issuers and/or industries.
The
Federal Reserve and certain foreign central banks have started to lower interest
rates, though economic or other factors, such as inflation, could stop such
changes. It is difficult to accurately predict the pace at which interest rates
might change, the timing, frequency or magnitude of any such changes in interest
rates, or when such changes might stop or again reverse course. Additionally,
various economic and political factors could cause the Federal Reserve or other
foreign central banks to change their approach in the future and such actions
may result in an economic slowdown both in the U.S. and abroad. Unexpected
changes in interest rates could lead to significant market volatility or reduce
liquidity in certain sectors of the market. Deteriorating economic fundamentals
may, in turn, increase the risk of default or insolvency of particular issuers,
negatively impact market value, cause credit spreads to widen, and reduce bank
balance sheets. Any of these could cause an increase in market volatility,
reduce liquidity across various markets or decrease confidence in the
markets.
Regulators
in the U.S. have adopted a number of changes to regulations involving the
markets and issuers, some of which apply to the Fund. The full effect of such
regulations is not currently known and certain changes to regulation could limit
the Fund’s ability to pursue its investment strategies or make certain
investments, may make it more costly for it to operate, or adversely impact
performance. Additionally, it is possible that such regulations could be further
revised or rescinded, which creates material uncertainty on their impact to the
Fund.
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Commodity Strategy ETF
Advancements
in technology, including advanced development and increased regulation of
artificial intelligence, may adversely impact market movements and liquidity. As
artificial intelligence is used more widely, which can occur relatively rapidly,
the profitability and growth of certain issuers and industries may be negatively
impacted in ways that cannot be foreseen and could adversely impact its
performance.
Tensions,
war, or open conflict between nations, such as between Russia and Ukraine, in
the Middle East, or in eastern Asia could affect the economies of many nations,
including the United States. The duration of ongoing hostilities and any
sanctions and related events cannot be predicted. Those events present material
uncertainty and risk with respect to markets globally and the performance of the
Fund and its investments or operations could be negatively
impacted.
High
public debt in the U.S. and other countries creates ongoing systemic and market
risks and policymaking uncertainty. There is no assurance that the U.S. Congress
will act to raise the nation’s debt ceiling; a failure to do so could cause
market turmoil and substantial investment risks that cannot now be fully
predicted. Unexpected political, regulatory and diplomatic events within the
U.S. and abroad may affect investor and consumer confidence and may adversely
impact financial markets and the broader economy.
Global
climate change can have potential effects on property and security values.
Certain issuers, industries and regions may be adversely affected by the impact
of climate change in ways that cannot be foreseen. The impact of legislation,
regulation and international accords related to climate change, including any
direct or indirect consequences that may not be foreseen, may negatively impact
certain issuers, industries and
regions.
Sector
Risk. From time
to time, based on market or economic conditions, the Fund may have significant
positions in one or more sectors of the market. To the extent the Fund invests
more heavily in particular sectors, its performance will be especially sensitive
to developments that significantly affect those sectors. Individual sectors or
sub-sectors may be more volatile, and may perform differently, than the broader
market. The industries that constitute a sector may all react in the same way to
economic, political or regulatory
events.
Short
Sale Risk. Short
sales involve selling a security the Fund does not own in anticipation that the
security’s price will decline. Because the Fund may invest the proceeds of a
short sale, an effect of short selling on the Fund is leverage, in that it
amplifies changes in the Fund’s net asset value since it increases the exposure
of the Fund to the market. The Fund may not always be able to close out a short
position at a favorable time or price. If the Fund covers its short sale at an
unfavorable price, the cover transaction is likely to reduce or eliminate any
gain, or cause a loss to the Fund. Short sales, at least theoretically, present
a risk of unlimited loss on an individual security basis, particularly in cases
where the Fund is unable, for whatever reason, to close out its short position,
since the Fund may be required to buy the security sold short at a time when the
security has appreciated in value, and there is potentially no limit to the
amount of such appreciation. When the Fund is selling a security short, it must
maintain a segregated account of cash or high-grade securities equal to the
margin requirement. As a result, the Fund may maintain high levels of cash or
other liquid assets (such as U.S. Treasury bills, money market instruments,
certificates of deposit, high quality commercial paper and long equity
positions). The Fund may utilize the collateral obtained from securities lending
for this cash. The need to maintain cash or other liquid assets in segregated
accounts could limit the Fund's ability to pursue other opportunities as they
arise.
Subsidiary
Risk. By
investing in the Subsidiary, the Fund is indirectly exposed to the risks
associated with the Subsidiary’s investments and operations. The
commodity-linked derivative instruments and other investments held by the
Subsidiary are similar to those that are permitted to be held by the Fund, and
thus, present the same risks whether they are held by the Fund or the
Subsidiary. There can be no assurance that the investment objective of the
Subsidiary will be achieved. The Subsidiary is not registered under the
Investment Company Act of 1940, as amended (the “1940 Act”), and, unless
otherwise noted in this prospectus, is not subject to all the investor
protections of the 1940 Act. However, the Fund wholly owns and controls the
Subsidiary, and the Fund and the Subsidiary are both managed by the Manager,
making it unlikely that the Subsidiary will take action contrary to the
interests of the Fund and its shareholders. The Fund’s Board of Trustees has
oversight responsibility for the investment activities of the Fund, including
its investment in the Subsidiary, and the Fund’s role as sole shareholder of the
Subsidiary. In adhering to the Fund’s investment restrictions and limitations,
the Manager will treat the assets of the Subsidiary generally in the same manner
as assets that are held directly by the Fund. Changes in the laws of the United
States and/or the Cayman Islands, under which the Fund and the Subsidiary,
respectively, are organized, could result in the inability of the Fund and/or
the Subsidiary to operate as described in this prospectus and the Statement of
Additional Information and could adversely affect the Fund and its
shareholders.
Tax
Risk. To
qualify as a “regulated investment company” under the Internal Revenue Code of
1986, as amended (“Code”) (“RIC”), and be eligible to receive “pass-through” tax
treatment, the Fund must, among other things, derive at least 90% of its
20
Commodity Strategy ETF
gross
income for each taxable year from types of income treated as “qualifying income”
under the Code. Although income from certain commodity investments held by a
Subsidiary would not be qualifying income if received directly by the Fund, the
Code provides that a RIC’s “subpart F income” inclusions will be treated as
qualifying income if the CFC distributes such income to the RIC during the year
of inclusion. Further, the Service has issued Regulations providing that the
annual net profit, if any, realized by a Subsidiary and included in the Fund’s
income under the subpart F rules will constitute “qualifying income” for
purposes of remaining qualified as a RIC whether or not the included income is
distributed by the Subsidiary to the Fund if the Fund makes its investment in
the Subsidiary as part of the Fund’s business of investing in stocks and
securities. The Fund has also received an option of counsel, which is not
binding on the Service or the courts, that income the Fund derives from the
Subsidiary should constitute qualifying income.
The
federal income tax treatment of the Fund’s income from the Subsidiary may be
adversely affected by future legislation, other Treasury regulations, and/or
other guidance issued by the Service that could affect the character, timing of
recognition, and/or amount of the Fund’s taxable income and/or net capital gains
and, therefore, the distributions it makes. If the Fund failed the qualifying
income test for any taxable year but was eligible to and did cure the failure,
it would incur potentially significant federal income tax expense. If, on the
other hand, the Fund failed to qualify as a RIC for any taxable year and was
ineligible to or otherwise did not cure the failure, it would be subject to
federal income tax on its taxable income at the corporate tax rate, with the
consequences that its income available for distribution to shareholders would be
reduced and all such distributions from its current or accumulated earnings and
profits would be taxable to its shareholders as dividend income. In that event,
the Fund’s Board of Trustees may authorize a significant change in investment
strategy or the Fund’s
liquidation.
U.S.
Government Securities Risk. Although
the Fund may hold securities that carry U.S. government guarantees, these
guarantees do not extend to shares of the Fund itself and do not guarantee the
market prices, including due to changes in interest rates, of the securities.
Furthermore, not all securities issued by the U.S. government and its agencies
and instrumentalities are backed by the full faith and credit of the U.S.
Treasury. Securities not backed by the full faith and credit of the U.S.
Treasury carry at least some risk of non-payment or default.
A
summary of the Fund’s additional principal investment risks is as
follows:
Operational
and Cybersecurity Risk. The Fund
and its service providers, and your ability to transact with the Fund, may be
negatively impacted due to operational matters arising from, among other
problems, human errors, processing and communications errors, counterparty and
third-party disruptions or errors, systems and technology disruptions or
failures, or cybersecurity incidents. Cybersecurity incidents may allow an
unauthorized party to gain access to fund assets, customer data, or proprietary
information, or cause the Fund or its service providers, as well as the
securities trading venues and their service providers, to suffer data corruption
or lose operational functionality, including those related to critical
functions. Cybersecurity incidents can result from deliberate attacks or
unintentional events. It is not possible for the Manager or the other Fund
service providers to identify all of the cybersecurity or other operational
risks that may affect the Fund or to develop processes and controls to
completely eliminate or mitigate their occurrence or effects. Most issuers in
which the Fund invests are heavily dependent on computers for data storage and
operations, and require ready access to the internet to conduct their business.
Thus, cybersecurity incidents could also affect issuers of securities in which
the Fund invests, leading to significant loss of value.
Artificial
Intelligence. The Fund
and its service providers, including its adviser, may utilize artificial
intelligence (“AI”) technologies, including machine learning models and
generative AI, to improve operational efficiency and in connection with
research. In addition, counterparties used by the Fund may utilize AI in their
business activities. While the Manager may restrict certain uses of AI tools,
the Fund and its adviser are not in a position to control the use of AI in
third-party products or services. The use of AI introduces numerous potential
challenges and the use of AI can lead to reputational damage, legal liabilities,
and competitive disadvantages, as well as negatively impact business operations,
which may occur with or without mismanagement in the use of the AI. AI requires
the collection and processing of substantial amounts of data, which poses risks
of data inaccuracies, incompleteness, and inherent biases, and which can degrade
the technology’s effectiveness and reliability. Such data can include
proprietary information, the use of which by AI may be unauthorized and subject
to potential liability. Rapid technological advancements further complicate risk
predictions, and competitors who adopt AI more swiftly may gain a competitive
edge. The complexity and opacity of AI systems raise significant accountability
and ethical concerns. AI has enhanced the ability of threat actors to amplify
the potency, scale, and speed of cybersecurity attacks. AI’s role in increasing
automation raises concerns about job displacement and may lead to economic and
social disruptions. The unpredictable nature of AI’s impact on market dynamics
complicates traditional risk assessment models, making it challenging to
identify risks and opportunities using historical data. Legal
21
Commodity Strategy ETF
and
regulatory frameworks governing AI’s use, particularly concerning data privacy
and protection, are evolving rapidly. These changes could materially alter how
AI is used, which may negatively impact the
Fund.
Risk
Management. Risk is
an essential part of investing. No risk management program can eliminate the
Fund’s exposure to adverse events; at best, it may only reduce the possibility
that the Fund will be affected by such events, and especially those risks that
are not intrinsic to the Fund’s investment program. The Fund could experience
losses if judgments about risk prove to be
incorrect.
Valuation
Risk. The Fund
may not be able to sell an investment at the price at which the Fund has valued
the investment. Such differences could be significant, particularly for illiquid
securities and securities that trade in relatively thin markets and/or markets
that experience extreme volatility. If market or other conditions make it
difficult to value an investment, the Fund may be required to value such
investments using more subjective methods, known as fair value methodologies.
Using fair value methodologies to price investments may result in a value that
is different from an investment’s most recent price and from the prices used by
other funds to calculate their NAVs. The Fund uses pricing services to provide
values for certain securities and there is no assurance that the Fund will be
able to sell an investment at the price established by such pricing services.
The Fund’s ability to value its investments in an accurate and timely manner may
be impacted by technological issues and/or errors by third party service
providers, such as pricing services or accounting agents.
The
following bar chart and table provide an indication of the risks of investing in
the Fund. The Fund commenced operations after the assets of another investment
company, Neuberger Berman Commodity Strategy Fund (the predecessor fund), were
transferred to the Fund in a tax-free reorganization as of the close of business
on October 21, 2022. The Fund adopted the performance history of its predecessor
fund. The information shown below prior to October 21, 2022 is for the
predecessor fund. The bar chart
shows how the Fund’s performance has varied from year to year. The
table below the bar chart shows what the returns would equal if you averaged out
actual performance over various lengths of time and compares the returns with
the returns of a broad based market index and additional
indices. The broad-based market index is
required by regulation. The additional index or indices have characteristics
relevant to the Fund’s investment strategy. The indices are described in
“Descriptions of Indices” in the prospectus.
Returns
would have been lower if the Manager had not reimbursed certain expenses and/or
waived a portion of the investment management fees, including those of the
predecessor fund, during certain of the periods shown.
While the
Fund’s shares would have substantially similar annual returns to the
Institutional Class shares of the predecessor fund, their performance may differ
from that shown because the Fund has lower expenses than the predecessor fund’s
Institutional Class shares. Performance for the Fund’s Shares has not been
adjusted to reflect the Fund’s Shares’ lower expenses than those of the
predecessor fund’s Institutional Class shares. Performance for the predecessor
fund is based on the NAV per share of the predecessor fund shares rather than on
market-determined prices.
22
Commodity Strategy ETF
Past performance (before and
after taxes) is not a prediction of future results. Visit
www.nb.com/ETF
or call 800-366-6264 for updated
performance information.
year-by-year
% Returns as of 12/31 each year
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Year
to Date performance as of: |
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average
annual total % returns as of 12/31/2024
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Return
After Taxes on Distributions |
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Return
After Taxes on Distributions and Sale of Fund
Shares |
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MSCI
All Country World Index (Net) (reflects reinvested dividends net of
withholding taxes, but reflects no deduction
for
fees, expenses or taxes) |
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Bloomberg
Commodity Index (reflects no deduction for fees, expenses or
taxes) |
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After-tax
returns are calculated using the historical highest individual federal
marginal income tax rates and do not reflect the impact of state and local
taxes.
Actual after-tax returns depend on an investor’s tax situation and may
differ from those shown. After-tax
returns are not relevant to investors who
hold their Fund
shares through tax-deferred arrangements, such as 401(k) plans or
individual retirement accounts. Return
After Taxes on Distributions and
Sale
of Fund Shares may be higher than other returns for the same period due to
a tax benefit of realizing a capital loss upon the sale of Fund
shares. |
Neuberger
Berman Investment Advisers LLC (“NBIA” or the “Manager”) is the Fund’s
investment manager.
The Fund
is managed by Hakan Kaya (Portfolio Manager), David Yi Wan (Senior Vice
President of the Manager) and Michael Foster (Managing Director of the Manager).
Mr. Kaya has managed the Fund since its inception in 2012, Mr. Wan has managed
the Fund since February 2016 and Mr. Foster has managed the Fund since May
2021.
Buying
and Selling Shares
The Fund
issues and redeems Shares at its NAV only in a large specified number of Shares
each called a “Creation Unit,” or multiples thereof, and only with authorized
participants who have entered into contractual arrangements with the Fund’s
distributor.
Individual
Shares (rather than Creation Units) of the Fund may only be purchased and sold
on a national securities exchange through a broker or dealer at market price and
most investors will buy and sell Shares of the Fund on such an exchange. These
transactions do not involve the Fund. The prices at which individual Shares may
be purchased and sold on a national securities
23
Commodity Strategy ETF
exchange
through brokers are based on market prices and, because Shares will trade at
market prices rather than at NAV, individual Shares of the Fund may trade at a
price greater than or less than NAV. Shares of the Fund are listed on NYSE Arca,
Inc.
An
investor may incur costs attributable to the difference between the highest
price a buyer is willing to pay to purchase Shares of the Fund (bid) and the
lowest price a seller is willing to accept for Shares (ask) when buying or
selling Shares in the secondary market (the “bid-ask spread”). Most investors
will incur customary brokerage commissions and charges when buying and selling
shares of the Fund through a broker/dealer.
Recent
information, including information about the Fund’s NAV, market price, premiums
and discounts, and bid-ask spreads, is included on the Fund’s website at
www.nb.com/ETF.
Unless you
invest in the Fund through a tax-advantaged retirement plan or account or are a
tax-exempt investor, you will be subject to tax on Fund distributions to you of
ordinary income and/or net capital gains. Those distributions generally are not
taxable to such a plan or account or a tax-exempt investor, although withdrawals
from certain retirement plans and accounts generally are subject to federal
income tax.
Payments
to Investment Providers and Other Financial Intermediaries
If you
purchase shares of the Fund through a broker/dealer or other financial
intermediary, such as a bank, brokerage firm, workplace retirement program, or
financial adviser (who may be affiliated with the Manager), the Fund and/or
Neuberger Berman BD LLC and/or its affiliates may pay the intermediary for the
sale of Fund shares and related services. These payments may create a conflict
of interest by influencing the broker/dealer or other financial intermediary and
its employees to recommend the Fund over another investment. Ask your financial
intermediary or visit its website for more information.
24
Commodity Strategy ETF
Neuberger
Core Equity ETF
The Fund
seeks long-term growth of capital.
These
tables below describe the fees and expenses that you may pay if you buy, hold
and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and example
below.
Shareholder
Fees (fees
paid directly from your investment) |
|
Annual
Fund Operating Expenses (expenses
that you pay each year as a % of the value of your
investment) |
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Total
annual operating expenses |
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Fee
waivers and/or expense reimbursement |
|
Total
annual operating expenses after fee waivers and/or expense
reimbursement1,2
|
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The
expense example can help you compare costs among funds. The example assumes that
you invested $10,000 for the periods shown, that you redeemed all of your shares
at the end of those periods, that the Fund earned a hypothetical 5% total return
each year, and that the Fund's expenses were those in the table. Actual
performance and expenses may be higher or lower.
The Fund
pays transaction costs, such as commissions, when it buys and sells securities
(or “turns over” its portfolio). A higher portfolio turnover rate may indicate
higher transaction costs and may result in higher taxes when Fund shares are
held in a taxable account. These costs, which are not reflected in annual
operating expenses or in the example, affect the Fund’s performance. During the
most recent fiscal year the Fund’s portfolio turnover rate was 44% of the average value of its
portfolio.
Principal
Investment Strategies
To pursue
its goal, the Fund invests primarily in equity securities of
large-capitalization companies, which it defines as companies that have a market
capitalization within the market capitalization range of companies in the
Russell 1000® Index at
the time of initial purchase.
The
Portfolio Managers seek to invest in a broad group of securities that have the
potential to outperform the Russell 1000® Index
with a lower level of risk through security selection. The Fund generally seeks
to be sector neutral when compared to the Russell 1000® Index
(i.e., having sector exposures similar to the Russell 1000®
Index).
The
Portfolio Managers, with the assistance of the Manager’s research analysts,
select securities for the Fund by using a fundamental, research-driven approach.
The research analysts analyze and rate stocks within an industry by conducting
equity
research,
which may include, but is not limited to, company visits, management interviews,
industry conferences, proprietary modeling of earnings, cash flow and balance
sheets, projecting growth and valuation changes, and setting price targets for
companies under coverage. In selecting securities for the Fund, the Portfolio
Managers utilize the analysis and ratings of the research analysts as they seek
to maintain a sector neutral portfolio with what they believe are the most
attractive investments in each industry.
While the
Fund will mainly invest in common stocks of U.S. companies, the Fund may invest
in other types of equity securities, including real estate investment trusts,
rights and warrants, exchange traded funds, and depository receipts. The Fund is
a non-diversified fund, which means that it can invest more of its assets in
fewer companies than a diversified fund.
As part of
their fundamental investment analysis the Portfolio Managers consider
environmental, social and governance factors they believe are financially
material to individual investments, where applicable. While this analysis is
inherently subjective and may be informed by both internally generated and
third-party metrics, data and other information, the Portfolio Managers believe
that the consideration of financially material environmental, social and
governance factors, alongside traditional financial metrics, may enhance the
Fund’s overall investment process. The consideration of environmental, social
and governance factors does not apply to certain instruments, such as certain
derivative instruments, other registered investment companies, cash and cash
equivalents. The consideration of environmental, social and governance factors
as part of the investment process does not mean that the Fund pursues a specific
“impact” or “sustainable” investment strategy.
The
Portfolio Managers may sell securities when they believe that they no longer
represent attractive investment opportunities.
The Fund
will not change its strategy of normally investing at least 80% of its net
assets in equity securities and other investment companies that provide
investment exposure to equity securities without providing shareholders at least
60 days’ notice. This test is applied at the time the Fund invests; later
percentage changes caused by a change in Fund assets, market values or company
circumstances will not require the Fund to dispose of a
holding.
PRINCIPAL
INVESTMENT RISKS
Most of
the Fund’s performance depends on what happens in the stock markets, the
Portfolio Managers’ evaluation of those developments, and the success of the
Portfolio Managers in implementing the Fund’s investment strategies. The
markets’ behavior can be difficult to predict, particularly in the short term.
There can be no guarantee that the Fund will achieve its goal.
The Fund
may take temporary defensive and cash management positions; to the extent it
does, it will not be pursuing its principal investment
strategies.
The actual
risk exposure taken by the Fund in its investment program will vary over time,
depending on various factors including the Portfolio Managers' evaluation of
issuer, political, regulatory, market, or economic developments. There can be no
guarantee that the Portfolio Managers will be successful in their attempts to
manage the risk exposure of the Fund or will appropriately evaluate or weigh the
multiple factors involved in investment decisions, including issuer, market
and/or instrument-specific analysis, valuation and financially material
environmental, social and governance factors.
The Fund
is not a bank deposit, and is not guaranteed or insured by the Federal Deposit
Insurance Corporation or any other government agency.
The value of your investment may fall, sometimes sharply, and you
could lose money by investing in the Fund.
Each of
the following risks, which are described in alphabetical order and not in order
of any presumed importance, can significantly affect the Fund’s performance. The
relative importance of, or potential exposure as a result of, each of these
risks will vary based on market and other investment-specific
considerations.
Depositary
Receipts Risk. Depositary
receipts are certificates issued by a financial institution evidencing ownership
of underlying foreign securities. While depositary receipts involve many of the
same risks of investing directly in the underlying foreign securities, they may
be less liquid and more volatile than investing directly in such securities.
Depositary receipts are subject to the risk of fluctuation in the currency
exchange rate if, as is often the case, the underlying foreign securities are
denominated in foreign currency, and there may be an imperfect correlation
between the market value of depositary receipts and the underlying foreign
securities.
ETF
Risk. As an
exchange-traded fund (“ETF”), the Fund is subject to the following
risks:
Authorized
Participants Concentration Risk. The Fund
has a limited number of financial institutions that may act as authorized
participants. Only an authorized participant may transact in creation and
redemption transactions directly with the Fund, and authorized participants are
not obligated to engage in such transactions. To the extent they exit the
business
or are otherwise unable or unwilling to proceed in creation and redemption
transactions with the Fund, such as in times of market stress, and no other
Authorized Participant is able to step forward to create or redeem, trading in
Fund shares may be significantly diminished, bid-ask spreads may widen and
shares of the Fund may be more likely to trade at a premium or discount to net
asset value (“NAV”) and possibly face trading halts or delisting. To the extent
the Fund invests in securities issued by non-U.S. issuers or other securities or
instruments that have lower trading volumes, this risk is
heightened.
Premium/Discount
Risk. There may
be times when the market price of the Fund’s shares is more than the NAV
intra-day (at a premium) or less than the NAV intra-day (at a discount). As a
result, shareholders of the Fund may pay more than NAV when purchasing shares
and receive less than NAV when selling Fund shares. This risk is heightened in
times of market volatility or periods of steep market declines. In such market
conditions, market or stop loss orders to sell Fund shares may be executed at
prices well below NAV.
Secondary
Market Trading Risk. Investors
buying or selling shares in the secondary market will normally pay brokerage
commissions, which are often a fixed amount and may be a significant
proportional cost for investors buying or selling relatively small amounts of
shares. Secondary market trading is subject to bid-ask spreads, which is the
difference between the highest price a buyer is willing to pay to purchase
shares of a fund (bid) and the lowest price a seller is willing to accept for
shares (ask) when buying or selling shares in the secondary market, and trading
in Fund shares may be halted by the Exchange because of market conditions or
other reasons. If a trading halt occurs, a shareholder may temporarily be unable
to purchase or sell shares of the Fund. The bid-ask spread, which varies over
time, is generally narrower if the Fund has more trading volume and market
liquidity and wider if the Fund has less trading volume and market liquidity. In
addition, the bid-ask spread can be affected by the liquidity of the Fund’s
underlying investments and can widen if the Fund’s underlying investments become
less liquid or illiquid. In addition, although the Fund’s shares are listed on
the Exchange, there can be no assurance that an active trading market for shares
will develop or be maintained, that bid-ask spreads will be narrow, or that the
Fund’s shares will continue to be listed.
Growth
Stock Risk. Because
the prices of most growth stocks are based on future expectations, these stocks
tend to be more sensitive than value stocks to bad economic news and negative
earnings surprises. When these expectations are not met or decrease, the prices
of these stocks may decline, sometimes sharply, even if earnings showed an
absolute increase. Bad economic news or changing investor perceptions may
adversely affect growth stocks across several sectors and industries
simultaneously.
Issuer-Specific
Risk. An
individual security may be more volatile, and may perform differently, than the
market as a whole. The Fund’s portfolio may contain fewer securities than the
portfolios of other funds, which increases the risk that the value of the Fund
could go down because of the poor performance of one or a few
investments.
Large-Cap
Companies Risk. At times,
large-cap companies may be out of favor with investors. Compared to smaller
companies, large-cap companies may be unable to respond as quickly to changes,
and opportunities and may grow at a slower
rate.
Large
Shareholder Risk. Certain
large shareholders, including Authorized Participants, may from time to time own
a substantial amount of the Fund’s shares. There is no requirement that these
shareholders maintain their investment in the Fund. There is a risk that such
large shareholders or that the Fund’s shareholders generally may redeem all or a
substantial portion of their investments in the Fund in a short period of time,
which could have a significant negative impact on the Fund’s NAV, liquidity,
brokerage costs, and expenses. Large redemptions could also result in tax
consequences to shareholders and impact the Fund’s ability to implement its
investment strategy.
Market
Volatility Risk. Markets
may be volatile and values of individual securities and other investments,
including those of a particular type, may decline significantly in response to
adverse issuer, political, regulatory, market, economic or other developments
that may cause broad changes in market value, public perceptions concerning
these developments, and adverse investor sentiment or publicity. Geopolitical
and other risks, including environmental and public health risks may add to
instability in world economies and markets generally. Changes in value may be
temporary or may last for extended periods. If the Fund sells a portfolio
position before it reaches its market peak, it may miss out on opportunities for
better performance.
New
Fund Risk. The Fund
may not be successful in implementing its investment strategy, and its
investment strategy may not be successful under all future market conditions,
either of which could result in the Fund being liquidated at some future time
without shareholder approval and/or at a time that may not be favorable for
certain shareholders. New funds may not attract sufficient assets to achieve
investment, trading or other efficiencies and, if the Fund does not grow in
size, it will be at greater risk than larger funds of wider bid-ask spreads for
its shares, trading at a greater premium or discount to NAV and/or a stop to
trading.
Non-Diversified
Fund Risk.
The Fund is classified as non-diversified. As such, the percentage
of the Fund’s assets invested in any single issuer or a few issuers is not
limited as much as it is for a fund classified as diversified. Investing a
higher percentage of its assets in any one or a few issuers could increase the
Fund’s risk of loss and its share price volatility, because the value of its
shares would be more susceptible to adverse events affecting those
issuers.
Other
Investment Company Risk. To the
extent the Fund invests in other investment companies, including money market
funds and exchange-traded funds (ETFs), its performance will be affected by the
performance of those other investment companies. Investments in other investment
companies are subject to the risks of the other investment companies’
investments, as well as to the other investment companies’
expenses.
An ETF may
trade in the secondary market at a price below the value of its underlying
portfolio, may not be liquid and may be halted by the listing exchange. An
actively managed ETF’s performance will reflect its adviser’s ability to make
investment decisions that are suited to achieving the ETF’s investment
objectives. A passively managed ETF may not replicate the performance of the
index it intends to track.
Recent
Market Conditions. Both
U.S. and international markets have experienced significant volatility in recent
years. As a result of such volatility, investment returns may fluctuate
significantly. National economies are substantially interconnected, as are
global financial markets, which creates the possibility that conditions in one
country or region might adversely impact issuers in a different country or
region. However, the interconnectedness of economies and/or markets may be
diminishing or changing, which may impact such economies and markets in ways
that cannot be foreseen at this time.
Some
countries, including the U.S., have adopted more protectionist trade policies,
which is a trend that appears to be continuing globally. Slowing global economic
growth, the rise in protectionist trade policies, inflationary pressures,
changes to some major international trade and security agreements, risks
associated with the trade and security agreement between countries and regions,
including the U.S. and other foreign nations, political or economic dysfunction
within some countries or regions, including the U.S., and dramatic changes in
consumer sentiment, commodity prices and currency values could affect the
economies and markets of many nations, including the U.S., in ways that cannot
necessarily be foreseen at the present time and may create significant
volatility in the markets. In addition, these policies, including the impact on
the U.S. dollar, may decrease foreign demand for U.S. assets, which could have a
negative impact on certain issuers and/or industries.
The
Federal Reserve and certain foreign central banks have started to lower interest
rates, though economic or other factors, such as inflation, could stop such
changes. It is difficult to accurately predict the pace at which interest rates
might change, the timing, frequency or magnitude of any such changes in interest
rates, or when such changes might stop or again reverse course. Additionally,
various economic and political factors could cause the Federal Reserve or other
foreign central banks to change their approach in the future and such actions
may result in an economic slowdown both in the U.S. and abroad. Unexpected
changes in interest rates could lead to significant market volatility or reduce
liquidity in certain sectors of the market. Deteriorating economic fundamentals
may, in turn, increase the risk of default or insolvency of particular issuers,
negatively impact market value, cause credit spreads to widen, and reduce bank
balance sheets. Any of these could cause an increase in market volatility,
reduce liquidity across various markets or decrease confidence in the
markets.
Regulators
in the U.S. have adopted a number of changes to regulations involving the
markets and issuers, some of which apply to the Fund. The full effect of such
regulations is not currently known and certain changes to regulation could limit
the Fund’s ability to pursue its investment strategies or make certain
investments, may make it more costly for it to operate, or adversely impact
performance. Additionally, it is possible that such regulations could be further
revised or rescinded, which creates material uncertainty on their impact to the
Fund.
Advancements
in technology, including advanced development and increased regulation of
artificial intelligence, may adversely impact market movements and liquidity. As
artificial intelligence is used more widely, which can occur relatively rapidly,
the profitability and growth of certain issuers and industries may be negatively
impacted in ways that cannot be foreseen and could adversely impact its
performance.
Tensions,
war, or open conflict between nations, such as between Russia and Ukraine, in
the Middle East, or in eastern Asia could affect the economies of many nations,
including the United States. The duration of ongoing hostilities and any
sanctions and related events cannot be predicted. Those events present material
uncertainty and risk with respect to markets globally and the performance of the
Fund and its investments or operations could be negatively
impacted.
High
public debt in the U.S. and other countries creates ongoing systemic and market
risks and policymaking uncertainty. There is no assurance that the U.S. Congress
will act to raise the nation’s debt ceiling; a failure to do so could cause
market turmoil and
substantial
investment risks that cannot now be fully predicted. Unexpected political,
regulatory and diplomatic events within the U.S. and abroad may affect investor
and consumer confidence and may adversely impact financial markets and the
broader economy.
Global
climate change can have potential effects on property and security values.
Certain issuers, industries and regions may be adversely affected by the impact
of climate change in ways that cannot be foreseen. The impact of legislation,
regulation and international accords related to climate change, including any
direct or indirect consequences that may not be foreseen, may negatively impact
certain issuers, industries and
regions.
REITs
and Other Real Estate Companies Risk. REITs and
other real estate company securities are subject to risks similar to those of
direct investments in real estate and the real estate industry in general,
including, among other risks: general and local economic conditions; changes in
interest rates; declines in property values; defaults by mortgagors or other
borrowers and tenants; increases in property taxes and other operating expenses;
overbuilding in their sector of the real estate market; fluctuations in rental
income; lack of availability of mortgage funds or financing; extended vacancies
of properties, especially during economic downturns; changes in tax and
regulatory requirements; losses due to environmental liabilities; casualty or
condemnation losses; changing social trends regarding working arrangements; or
other economic, social, political, or regulatory matters affecting the real
estate industry. REITs also are dependent upon the skills and creditworthiness
of their managers, subject to heavy cash flow dependency or self-liquidation and
generally not diversified.
Regardless
of where a REIT is organized or traded, its performance may be affected
significantly by events in the region where its properties are located. Domestic
REITs could be adversely affected by failure to qualify for tax-free
“pass-through” of distributed net investment income and net realized gains under
the Internal Revenue Code of 1986, as amended, (“Code”) or to maintain their
exemption from registration under the Investment Company Act of 1940, as
amended. The value of REIT common shares may decline when interest rates rise.
REITs and other real estate company securities tend to be small- to mid-cap
securities and are subject to the risks of investing in small- to mid-cap
securities.
Sector
Risk. From time
to time, based on market or economic conditions, the Fund may have significant
positions in one or more sectors of the market. To the extent the Fund invests
more heavily in particular sectors, its performance will be especially sensitive
to developments that significantly affect those sectors. Individual sectors or
sub-sectors may be more volatile, and may perform differently, than the broader
market. The industries that constitute a sector may all react in the same way to
economic, political or regulatory
events.
Value
Stock Risk. Value
stocks are those stocks whose stock prices, whether based on earnings, book
value, or other financial measures, do not reflect their full economic
opportunities. Value stocks may remain undervalued for extended periods of time,
may decrease in value during a given period, may not ever realize what the
portfolio management team believes to be their full value, or the portfolio
management team’s assumptions about intrinsic value or potential for
appreciation may be incorrect. This may happen, among other reasons, because of
a failure to anticipate which stocks or industries would benefit from changing
market or economic conditions or investor
preferences.
Warrants
and Rights Risk. Warrants
and rights do not carry with them the right to dividends or voting rights with
respect to the securities that they entitle their holder to purchase, and they
do not represent any rights in the assets of the issuer. As a result, warrants
and rights may be considered more speculative than certain other types of
investments. In addition, the value of a warrant or right does not necessarily
change with the value of the underlying securities. The Fund could lose the
value of a warrant or right if the right to subscribe to additional shares is
not exercised prior to the warrant’s or right’s expiration date. The market for
warrants and rights may be very limited and there may at times not be a liquid
secondary market for warrants and rights.
A
summary of the Fund’s additional principal investment risks is as
follows:
Operational
and Cybersecurity Risk. The Fund
and its service providers, and your ability to transact with the Fund, may be
negatively impacted due to operational matters arising from, among other
problems, human errors, processing and communications errors, counterparty and
third-party disruptions or errors, systems and technology disruptions or
failures, or cybersecurity incidents. Cybersecurity incidents may allow an
unauthorized party to gain access to fund assets, customer data, or proprietary
information, or cause the Fund or its service providers, as well as the
securities trading venues and their service providers, to suffer data corruption
or lose operational functionality, including those related to critical
functions. Cybersecurity incidents can result from deliberate attacks or
unintentional events. It is not possible for the Manager or the other Fund
service providers to identify all of the cybersecurity or other operational
risks that may affect the Fund or to develop processes and controls to
completely eliminate or mitigate their occurrence or effects. Most issuers in
which the Fund invests are heavily
dependent
on computers for data storage and operations, and require ready access to the
internet to conduct their business. Thus, cybersecurity incidents could also
affect issuers of securities in which the Fund invests, leading to significant
loss of value.
Artificial
Intelligence. The Fund
and its service providers, including its adviser, may utilize artificial
intelligence (“AI”) technologies, including machine learning models and
generative AI, to improve operational efficiency and in connection with
research. In addition, counterparties used by the Fund may utilize AI in their
business activities. While the Manager may restrict certain uses of AI tools,
the Fund and its adviser are not in a position to control the use of AI in
third-party products or services. The use of AI introduces numerous potential
challenges and the use of AI can lead to reputational damage, legal liabilities,
and competitive disadvantages, as well as negatively impact business operations,
which may occur with or without mismanagement in the use of the AI. AI requires
the collection and processing of substantial amounts of data, which poses risks
of data inaccuracies, incompleteness, and inherent biases, and which can degrade
the technology’s effectiveness and reliability. Such data can include
proprietary information, the use of which by AI may be unauthorized and subject
to potential liability. Rapid technological advancements further complicate risk
predictions, and competitors who adopt AI more swiftly may gain a competitive
edge. The complexity and opacity of AI systems raise significant accountability
and ethical concerns. AI has enhanced the ability of threat actors to amplify
the potency, scale, and speed of cybersecurity attacks. AI’s role in increasing
automation raises concerns about job displacement and may lead to economic and
social disruptions. The unpredictable nature of AI’s impact on market dynamics
complicates traditional risk assessment models, making it challenging to
identify risks and opportunities using historical data. Legal and regulatory
frameworks governing AI’s use, particularly concerning data privacy and
protection, are evolving rapidly. These changes could materially alter how AI is
used, which may negatively impact the
Fund.
Risk
Management. Risk is
an essential part of investing. No risk management program can eliminate the
Fund’s exposure to adverse events; at best, it may only reduce the possibility
that the Fund will be affected by such events, and especially those risks that
are not intrinsic to the Fund’s investment program. The Fund could experience
losses if judgments about risk prove to be
incorrect.
Valuation
Risk. The Fund
may not be able to sell an investment at the price at which the Fund has valued
the investment. Such differences could be significant, particularly for illiquid
securities and securities that trade in relatively thin markets and/or markets
that experience extreme volatility. If market or other conditions make it
difficult to value an investment, the Fund may be required to value such
investments using more subjective methods, known as fair value methodologies.
Using fair value methodologies to price investments may result in a value that
is different from an investment’s most recent price and from the prices used by
other funds to calculate their NAVs. The Fund uses pricing services to provide
values for certain securities and there is no assurance that the Fund will be
able to sell an investment at the price established by such pricing services.
The Fund’s ability to value its investments in an accurate and timely manner may
be impacted by technological issues and/or errors by third party service
providers, such as pricing services or accounting agents.
Performance
history will be included for the Fund after the Fund has been in operation for
one calendar year. Until that time, visit www.nb.com/ETF
or call (877)-628-2583 for
performance information. Past performance (before and
after taxes) is not a prediction of future
results.
Neuberger
Berman Investment Advisers LLC (“NBIA” or the “Manager”) is the Fund’s
investment manager.
The Fund
is managed by Portfolio Managers Timothy Creedon, David Levine, and Associate
Portfolio Manager Jacob Gamerman (each a Managing Director of the Manager). They
have managed the Fund since its inception in July 2024.
Buying
and Selling Shares
The Fund
issues and redeems Shares at its NAV only in a large specified number of Shares
each called a “Creation Unit,” or multiples thereof, and only with authorized
participants who have entered into contractual arrangements with the Fund’s
distributor.
Individual
Shares (rather than Creation Units) of the Fund may only be purchased and sold
on a national securities exchange through a broker or dealer at market price and
most investors will buy and sell Shares of the Fund on such an exchange. These
transactions do not involve the Fund. The prices at which individual Shares may
be purchased and sold on a national securities
exchange
through brokers are based on market prices and, because Shares will trade at
market prices rather than at NAV, individual Shares of the Fund may trade at a
price greater than or less than NAV. Shares of the Fund are listed on NYSE Arca,
Inc.
An
investor may incur costs attributable to the difference between the highest
price a buyer is willing to pay to purchase Shares of the Fund (bid) and the
lowest price a seller is willing to accept for Shares (ask) when buying or
selling Shares in the secondary market (the “bid-ask spread”). Most investors
will incur customary brokerage commissions and charges when buying and selling
shares of the Fund through a broker/dealer.
Recent
information, including information about the Fund’s NAV, market price, premiums
and discounts, and bid-ask spreads, is included on the Fund’s website at
www.nb.com/ETF.
Unless you
invest in the Fund through a tax-advantaged retirement plan or account or are a
tax-exempt investor, you will be subject to tax on Fund distributions to you of
ordinary income and/or net capital gains. Those distributions generally are not
taxable to such a plan or account or a tax-exempt investor, although withdrawals
from certain retirement plans and accounts generally are subject to federal
income tax.
Payments
to Investment Providers and Other Financial Intermediaries
If you
purchase shares of the Fund through a broker/dealer or other financial
intermediary, such as a bank, brokerage firm, workplace retirement program, or
financial adviser (who may be affiliated with the Manager), the Fund and/or
Neuberger Berman BD LLC and/or its affiliates may pay the intermediary for the
sale of Fund shares and related services. These payments may create a conflict
of interest by influencing the broker/dealer or other financial intermediary and
its employees to recommend the Fund over another investment. Ask your financial
intermediary or visit its website for more information.
Neuberger
Growth ETF
The Fund
seeks long-term growth of capital.
These
tables below describe the fees and expenses that you may pay if you buy, hold
and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and example
below.
Shareholder
Fees (fees
paid directly from your investment) |
|
Annual
Fund Operating Expenses (expenses
that you pay each year as a % of the value of your
investment) |
|
|
|
|
|
|
|
Total
annual operating expenses |
|
Fee
waivers and/or expense reimbursement |
|
Total
annual operating expenses after fee waivers and/or expense
reimbursement1,2
|
|
The
expense example can help you compare costs among funds. The example assumes that
you invested $10,000 for the periods shown, that you redeemed all of your shares
at the end of those periods, that the Fund earned a hypothetical 5% total return
each year, and that the Fund's expenses were those in the table. Actual
performance and expenses may be higher or lower.
The Fund
pays transaction costs, such as commissions, when it buys and sells securities
(or “turns over” its portfolio). A higher portfolio turnover rate may indicate
higher transaction costs and may result in higher taxes when Fund shares are
held in a taxable account. These costs, which are not reflected in annual
operating expenses or in the example, affect the Fund’s performance. During the
period from December 18, 2024 (commencement of operations) to the most recent
fiscal year end, the Fund’s portfolio turnover rate was 29% of the average value of its
portfolio.
Principal
Investment Strategies
To pursue
its goal, the Fund normally invests primarily in equity securities of
large-capitalization companies, which it defines as those with a market
capitalization within the market capitalization range of the Russell 1000®
Growth Index at the time of purchase.
The
Portfolio Managers employ a research driven approach to stock selection, with a
long term perspective that combines both quantitative analysis and qualitative
judgment. The Portfolio Managers generally seek to identify what they believe to
be faster-growing companies or quality growth companies with key attributes that
may include characteristics such as attractive sales growth, higher earnings
visibility, or competitive returns on equity relative to their peers. In doing
so, the Portfolio Managers analyze such factors as: balance sheet metrics;
profit margin profiles; market share and competitive leadership of the company’s
products;
sales; cash flow and earnings growth relative to competitors; and market
valuation in comparison to a stock’s own historical norms and the stocks of
other large-capitalization companies.
As part of
their fundamental investment analysis the Portfolio Managers consider
environmental, social and governance factors they believe are financially
material to individual investments, where applicable. While this analysis is
inherently subjective and may be informed by both internally generated and
third-party metrics, data and other information, the Portfolio Managers believe
that the consideration of financially material environmental, social and
governance factors, alongside traditional financial metrics, may enhance the
Fund’s overall investment process. The consideration of environmental, social
and governance factors does not apply to certain instruments, such as certain
derivative instruments, other registered investment companies, cash and cash
equivalents. The consideration of environmental, social and governance factors
as part of the investment process does not mean that the Fund pursues a specific
“impact” or “sustainable” investment strategy.
The Fund
is a non-diversified fund, which means that it can invest more of its assets in
fewer companies than a diversified fund. Although the Fund invests primarily in
domestic stocks, it may also invest in stocks of foreign
companies.
The Fund
may also use options, including, but not limited to, buying and selling
(writing) put and call options on individual stocks, to attempt to enhance
returns. The Fund will only sell (write) call options on individual stocks if it
simultaneously holds an equivalent position in the stock underlying the option
(“covered call option”).
The Fund
seeks to reduce risk by investing across many companies, sectors and industries.
At times, the Portfolio Managers may emphasize certain sectors or industries
that they believe may benefit from market or economic trends.
The
Portfolio Managers follow a disciplined selling strategy that utilizes a process
analyzing macroeconomic and/or security-specific circumstances, and may sell a
security when it reaches a target price, if a company’s business fails to
perform as expected, or when other opportunities appear more
attractive.
PRINCIPAL
INVESTMENT RISKS
Most of
the Fund’s performance depends on what happens in the stock market, the
Portfolio Managers’ evaluation of those developments, and the success of the
Portfolio Managers in implementing the Fund’s investment strategies. The
market’s behavior can be difficult to predict, particularly in the short term.
There can be no guarantee that the Fund will achieve its goal. The Fund may take
temporary defensive and cash management positions; to the extent it does, it
will not be pursuing its principal investment strategies.
The actual
risk exposure taken by the Fund in its investment program will vary over time,
depending on various factors including the Portfolio Managers' evaluation of
issuer, political, regulatory, market, or economic developments. There can be no
guarantee that the Portfolio Managers will be successful in their attempts to
manage the risk exposure of the Fund or will appropriately evaluate or weigh the
multiple factors involved in investment decisions, including issuer, market
and/or instrument-specific analysis, valuation and financially material
environmental, social and governance factors.
The Fund
is not a bank deposit, and is not guaranteed or insured by the Federal Deposit
Insurance Corporation or any other government agency.
The value of your investment may fall, sometimes sharply, and you
could lose money by investing in the Fund.
Each of
the following risks, which are described in alphabetical order and not in order
of any presumed importance, can significantly affect the Fund’s performance. The
relative importance of, or potential exposure as a result of, each of these
risks will vary based on market and other investment-specific
considerations.
Currency
Risk. Currency
risk is the risk that foreign currencies will decline in value relative to the
U.S. dollar. To the extent that the Fund invests in securities or other
instruments denominated in or indexed to foreign currencies, changes in currency
exchange rates could adversely impact investment gains or add to investment
losses. Currency exchange rates may fluctuate significantly over short periods
of time and can be affected unpredictably by various factors, including investor
perception and changes in interest rates; intervention, or failure to intervene,
by U.S. or foreign governments, central banks, or supranational entities; or by
currency controls or political or regulatory developments in the U.S. or
abroad.
ETF
Risk. As an
exchange-traded fund (“ETF”), the Fund is subject to the following
risks:
Authorized
Participants Concentration Risk. The Fund
has a limited number of financial institutions that may act as authorized
participants. Only an authorized participant may transact in creation and
redemption transactions directly with the Fund, and authorized participants are
not obligated to engage in such transactions. To the extent they exit the
business or are otherwise unable or unwilling to proceed in creation and
redemption transactions with the Fund, such as
in times
of market stress, and no other Authorized Participant is able to step forward to
create or redeem, trading in Fund shares may be significantly diminished,
bid-ask spreads may widen and shares of the Fund may be more likely to trade at
a premium or discount to net asset value (“NAV”) and possibly face trading halts
or delisting. To the extent the Fund invests in securities issued by non-U.S.
issuers or other securities or instruments that have lower trading volumes, this
risk is heightened.
International
Closed Market Trading Risk. To the
extent the Fund’s investments trade in markets that are closed when the Fund and
NYSE Arca, Inc. (“Exchange”) are open, there are likely to be deviations between
current pricing of an underlying security and the last quoted price for the
underlying security (i.e., the Fund’s quote from the closed foreign market). As
a result, premiums or discounts to NAV may develop in share prices, and bid-ask
spreads may be greater than those experienced by other funds. In addition,
shareholders may not be able to purchase or redeem their shares of the Fund, or
purchase or sell shares of the Fund on the Exchange, on days when the NAV of the
Fund could be significantly affected by events in the relevant non-U.S.
markets.
Premium/Discount
Risk. There may
be times when the market price of the Fund’s shares is more than the NAV
intra-day (at a premium) or less than the NAV intra-day (at a discount). As a
result, shareholders of the Fund may pay more than NAV when purchasing shares
and receive less than NAV when selling Fund shares. This risk is heightened in
times of market volatility or periods of steep market declines. In such market
conditions, market or stop loss orders to sell Fund shares may be executed at
prices well below NAV.
Secondary
Market Trading Risk. Investors
buying or selling shares in the secondary market will normally pay brokerage
commissions, which are often a fixed amount and may be a significant
proportional cost for investors buying or selling relatively small amounts of
shares. Secondary market trading is subject to bid-ask spreads, which is the
difference between the highest price a buyer is willing to pay to purchase
shares of a fund (bid) and the lowest price a seller is willing to accept for
shares (ask) when buying or selling shares in the secondary market, and trading
in Fund shares may be halted by the Exchange because of market conditions or
other reasons. If a trading halt occurs, a shareholder may temporarily be unable
to purchase or sell shares of the Fund. The bid-ask spread, which varies over
time, is generally narrower if the Fund has more trading volume and market
liquidity and wider if the Fund has less trading volume and market liquidity. In
addition, the bid-ask spread can be affected by the liquidity of the Fund’s
underlying investments and can widen if the Fund’s underlying investments become
less liquid or illiquid. In addition, although the Fund’s shares are listed on
the Exchange, there can be no assurance that an active trading market for shares
will develop or be maintained, that bid-ask spreads will be narrow, or that the
Fund’s shares will continue to be listed.
Foreign
Risk. Foreign
securities involve risks in addition to those associated with comparable U.S.
securities. Additional risks include exposure to less developed or less
efficient trading markets; social, political, diplomatic, or economic
instability; trade barriers and other protectionist trade policies (including
those of the U.S.); imposition of economic sanctions against a particular
country or countries, organizations, companies, entities and/or individuals;
significant government involvement in an economy and/or market structure;
fluctuations in foreign currencies or currency redenomination; potential for
default on sovereign debt; nationalization or expropriation of assets;
settlement, custodial or other operational risks; higher transaction costs;
confiscatory withholding or other taxes; and less stringent auditing and
accounting, corporate disclosure, governance, and legal standards. As a result,
foreign securities may fluctuate more widely in price, and may also be less
liquid, than comparable U.S. securities. World markets, or those in a particular
region, may all react in similar fashion to important economic or political
developments. In addition, foreign markets may perform differently than the U.S.
market. The effect of economic instability on specific foreign markets or
issuers may be difficult to predict or evaluate. Regardless of where a company
is organized or its stock is traded, its performance may be affected
significantly by events in regions from which it derives its profits or in which
it conducts significant operations.
Securities
of issuers traded on foreign exchanges may be suspended, either by the issuers
themselves, by an exchange, or by governmental authorities. Trading suspensions
may be applied from time to time to the securities of individual issuers for
reasons specific to that issuer, or may be applied broadly by exchanges or
governmental authorities in response to market events. In the event that the
Fund holds material positions in such suspended securities or instruments, the
Fund’s ability to liquidate its positions or provide liquidity to investors may
be compromised and the Fund could incur significant
losses.
Growth
Stock Risk. Because
the prices of most growth stocks are based on future expectations, these stocks
tend to be more sensitive than value stocks to bad economic news and negative
earnings surprises. When these expectations are not met or decrease, the prices
of these stocks may decline, sometimes sharply, even if earnings showed an
absolute increase. Bad economic news or changing investor perceptions may
adversely affect growth stocks across several sectors and industries
simultaneously.
Issuer-Specific
Risk. An
individual security may be more volatile, and may perform differently, than the
market as a whole. The Fund’s portfolio may contain fewer securities than the
portfolios of other funds, which increases the risk that the value of the Fund
could go down because of the poor performance of one or a few
investments.
Large
Shareholder Risk. Certain
large shareholders, including Authorized Participants, may from time to time own
a substantial amount of the Fund’s shares. There is no requirement that these
shareholders maintain their investment in the Fund. There is a risk that such
large shareholders or that the Fund’s shareholders generally may redeem all or a
substantial portion of their investments in the Fund in a short period of time,
which could have a significant negative impact on the Fund’s NAV, liquidity,
brokerage costs, and expenses. Large redemptions could also result in tax
consequences to shareholders and impact the Fund’s ability to implement its
investment strategy.
Market
Volatility Risk. Markets
may be volatile and values of individual securities and other investments,
including those of a particular type, may decline significantly in response to
adverse issuer, political, regulatory, market, economic or other developments
that may cause broad changes in market value, public perceptions concerning
these developments, and adverse investor sentiment or publicity. Geopolitical
and other risks, including environmental and public health risks may add to
instability in world economies and markets generally. Changes in value may be
temporary or may last for extended periods. If the Fund sells a portfolio
position before it reaches its market peak, it may miss out on opportunities for
better performance.
Mid-
and Large-Cap Companies Risk. At times,
mid- and large-cap companies may be out of favor with investors. Compared to
smaller companies, large-cap companies may be unable to respond as quickly to
changes and opportunities and may grow at a slower rate. Compared to larger
companies, mid-cap companies may depend on a more limited management group, may
have a shorter history of operations, less publicly available information, less
stable earnings, and limited product lines, markets or financial resources. The
securities of mid-cap companies are often more volatile and less liquid than the
securities of larger companies and may be more affected than other types of
securities by the underperformance of a sector, during market downturns, by
adverse publicity and investor perceptions, by interest rate changes and by
government regulation.
New
Fund Risk. The Fund
may not be successful in implementing its investment strategy, and its
investment strategy may not be successful under all future market conditions,
either of which could result in the Fund being liquidated at some future time
without shareholder approval and/or at a time that may not be favorable for
certain shareholders. New funds may not attract sufficient assets to achieve
investment, trading or other efficiencies and, if the Fund does not grow in
size, it will be at greater risk than larger funds of wider bid-ask spreads for
its shares, trading at a greater premium or discount to NAV and/or a stop to
trading.
Non-Diversified
Fund Risk.
The Fund is classified as non-diversified. As such, the percentage
of the Fund’s assets invested in any single issuer or a few issuers is not
limited as much as it is for a fund classified as diversified. Investing a
higher percentage of its assets in any one or a few issuers could increase the
Fund’s risk of loss and its share price volatility, because the value of its
shares would be more susceptible to adverse events affecting those
issuers.
Options
Risk. The use of
options involves investment strategies and risks different from those associated
with ordinary portfolio securities transactions. If a strategy is applied at an
inappropriate time or market conditions or trends are judged incorrectly, the
use of options may lower the Fund’s return. There can be no guarantee that the
use of options will increase the Fund’s return or income. In addition, there may
be an imperfect correlation between the movement in prices of options and the
securities underlying them and there may at times not be a liquid secondary
market for various options. An abrupt change in the price of an underlying
security could render an option worthless. The prices of options are volatile
and are influenced by, among other things, actual and anticipated changes in the
value of the underlying instrument, or in interest or currency exchange rates,
including the anticipated volatility of the underlying instrument (known as
implied volatility), which in turn are affected by the performance of the issuer
of the underlying instrument, by fiscal and monetary policies and by national
and international political and economic events. As such, prior to the exercise
or expiration of the option, the Fund is exposed to implied volatility risk,
meaning the value, as based on implied volatility, of an option may increase due
to market and economic conditions or views based on the sector or industry in
which issuers of the underlying instrument participate, including
company-specific factors.
By writing
put options, the Fund takes on the risk of declines in the value of the
underlying instrument, including the possibility of a loss up to the entire
strike price of each option it sells, but without the corresponding opportunity
to benefit from potential increases in the value of the underlying instrument.
When the Fund writes a put option, it assumes the risk that it must purchase the
underlying instrument at a strike price that may be higher than the market price
of the instrument. If there is a broad market decline and the Fund is not able
to close out its written put options, it may result in substantial losses to the
Fund. By writing a call option, the Fund may be obligated to deliver instruments
underlying an option at less than the market price. When the Fund writes a
covered call option, it gives up the opportunity to profit from a price increase
in the underlying instrument above the strike price. If a covered call option
that the Fund has written is exercised, the Fund will experience a gain or loss
from the sale of
the
underlying instrument, depending on the price at which the Fund purchased the
instrument and the strike price of the option. The Fund will receive a premium
from writing options, but the premium received may not be sufficient to offset
any losses sustained from exercised options. In the case of a covered call, the
premium received may be offset by a decline in the market value of the
underlying instrument during the option period. If an option that the Fund has
purchased is never exercised or closed out, the Fund will lose the amount of the
premium it paid and the use of those
funds.
Recent
Market Conditions. Both
U.S. and international markets have experienced significant volatility in recent
years. As a result of such volatility, investment returns may fluctuate
significantly. National economies are substantially interconnected, as are
global financial markets, which creates the possibility that conditions in one
country or region might adversely impact issuers in a different country or
region. However, the interconnectedness of economies and/or markets may be
diminishing or changing, which may impact such economies and markets in ways
that cannot be foreseen at this time.
Some
countries, including the U.S., have adopted more protectionist trade policies,
which is a trend that appears to be continuing globally. Slowing global economic
growth, the rise in protectionist trade policies, inflationary pressures,
changes to some major international trade and security agreements, risks
associated with the trade and security agreement between countries and regions,
including the U.S. and other foreign nations, political or economic dysfunction
within some countries or regions, including the U.S., and dramatic changes in
consumer sentiment, commodity prices and currency values could affect the
economies and markets of many nations, including the U.S., in ways that cannot
necessarily be foreseen at the present time and may create significant
volatility in the markets. In addition, these policies, including the impact on
the U.S. dollar, may decrease foreign demand for U.S. assets, which could have a
negative impact on certain issuers and/or industries.
The
Federal Reserve and certain foreign central banks have started to lower interest
rates, though economic or other factors, such as inflation, could stop such
changes. It is difficult to accurately predict the pace at which interest rates
might change, the timing, frequency or magnitude of any such changes in interest
rates, or when such changes might stop or again reverse course. Additionally,
various economic and political factors could cause the Federal Reserve or other
foreign central banks to change their approach in the future and such actions
may result in an economic slowdown both in the U.S. and abroad. Unexpected
changes in interest rates could lead to significant market volatility or reduce
liquidity in certain sectors of the market. Deteriorating economic fundamentals
may, in turn, increase the risk of default or insolvency of particular issuers,
negatively impact market value, cause credit spreads to widen, and reduce bank
balance sheets. Any of these could cause an increase in market volatility,
reduce liquidity across various markets or decrease confidence in the
markets.
Regulators
in the U.S. have adopted a number of changes to regulations involving the
markets and issuers, some of which apply to the Fund. The full effect of such
regulations is not currently known and certain changes to regulation could limit
the Fund’s ability to pursue its investment strategies or make certain
investments, may make it more costly for it to operate, or adversely impact
performance. Additionally, it is possible that such regulations could be further
revised or rescinded, which creates material uncertainty on their impact to the
Fund.
Advancements
in technology, including advanced development and increased regulation of
artificial intelligence, may adversely impact market movements and liquidity. As
artificial intelligence is used more widely, which can occur relatively rapidly,
the profitability and growth of certain issuers and industries may be negatively
impacted in ways that cannot be foreseen and could adversely impact its
performance.
Tensions,
war, or open conflict between nations, such as between Russia and Ukraine, in
the Middle East, or in eastern Asia could affect the economies of many nations,
including the United States. The duration of ongoing hostilities and any
sanctions and related events cannot be predicted. Those events present material
uncertainty and risk with respect to markets globally and the performance of the
Fund and its investments or operations could be negatively
impacted.
High
public debt in the U.S. and other countries creates ongoing systemic and market
risks and policymaking uncertainty. There is no assurance that the U.S. Congress
will act to raise the nation’s debt ceiling; a failure to do so could cause
market turmoil and substantial investment risks that cannot now be fully
predicted. Unexpected political, regulatory and diplomatic events within the
U.S. and abroad may affect investor and consumer confidence and may adversely
impact financial markets and the broader economy.
Global
climate change can have potential effects on property and security values.
Certain issuers, industries and regions may be adversely affected by the impact
of climate change in ways that cannot be foreseen. The impact of legislation,
regulation and international accords related to climate change, including any
direct or indirect consequences that may not be foreseen, may negatively impact
certain issuers, industries and
regions.
Sector
Risk. From time
to time, based on market or economic conditions, the Fund may have significant
positions in one or more sectors of the market. To the extent the Fund invests
more heavily in particular sectors, its performance will be especially sensitive
to developments that significantly affect those sectors. Individual sectors or
sub-sectors may be more volatile, and may perform differently, than the broader
market. The industries that constitute a sector may all react in the same way to
economic, political or regulatory events.
A
summary of the Fund’s additional principal investment risks is as
follows:
Operational
and Cybersecurity Risk. The Fund
and its service providers, and your ability to transact with the Fund, may be
negatively impacted due to operational matters arising from, among other
problems, human errors, processing and communications errors, counterparty and
third-party disruptions or errors, systems and technology disruptions or
failures, or cybersecurity incidents. Cybersecurity incidents may allow an
unauthorized party to gain access to fund assets, customer data, or proprietary
information, or cause the Fund or its service providers, as well as the
securities trading venues and their service providers, to suffer data corruption
or lose operational functionality, including those related to critical
functions. Cybersecurity incidents can result from deliberate attacks or
unintentional events. It is not possible for the Manager or the other Fund
service providers to identify all of the cybersecurity or other operational
risks that may affect the Fund or to develop processes and controls to
completely eliminate or mitigate their occurrence or effects. Most issuers in
which the Fund invests are heavily dependent on computers for data storage and
operations, and require ready access to the internet to conduct their business.
Thus, cybersecurity incidents could also affect issuers of securities in which
the Fund invests, leading to significant loss of value.
Artificial
Intelligence. The Fund
and its service providers, including its adviser, may utilize artificial
intelligence (“AI”) technologies, including machine learning models and
generative AI, to improve operational efficiency and in connection with
research. In addition, counterparties used by the Fund may utilize AI in their
business activities. While the Manager may restrict certain uses of AI tools,
the Fund and its adviser are not in a position to control the use of AI in
third-party products or services. The use of AI introduces numerous potential
challenges and the use of AI can lead to reputational damage, legal liabilities,
and competitive disadvantages, as well as negatively impact business operations,
which may occur with or without mismanagement in the use of the AI. AI requires
the collection and processing of substantial amounts of data, which poses risks
of data inaccuracies, incompleteness, and inherent biases, and which can degrade
the technology’s effectiveness and reliability. Such data can include
proprietary information, the use of which by AI may be unauthorized and subject
to potential liability. Rapid technological advancements further complicate risk
predictions, and competitors who adopt AI more swiftly may gain a competitive
edge. The complexity and opacity of AI systems raise significant accountability
and ethical concerns. AI has enhanced the ability of threat actors to amplify
the potency, scale, and speed of cybersecurity attacks. AI’s role in increasing
automation raises concerns about job displacement and may lead to economic and
social disruptions. The unpredictable nature of AI’s impact on market dynamics
complicates traditional risk assessment models, making it challenging to
identify risks and opportunities using historical data. Legal and regulatory
frameworks governing AI’s use, particularly concerning data privacy and
protection, are evolving rapidly. These changes could materially alter how AI is
used, which may negatively impact the
Fund.
Risk
Management. Risk is
an essential part of investing. No risk management program can eliminate the
Fund’s exposure to adverse events; at best, it may only reduce the possibility
that the Fund will be affected by such events, and especially those risks that
are not intrinsic to the Fund’s investment program. The Fund could experience
losses if judgments about risk prove to be
incorrect.
Valuation
Risk. The Fund
may not be able to sell an investment at the price at which the Fund has valued
the investment. Such differences could be significant, particularly for illiquid
securities and securities that trade in relatively thin markets and/or markets
that experience extreme volatility. If market or other conditions make it
difficult to value an investment, the Fund may be required to value such
investments using more subjective methods, known as fair value methodologies.
Using fair value methodologies to price investments may result in a value that
is different from an investment’s most recent price and from the prices used by
other funds to calculate their NAVs. The Fund uses pricing services to provide
values for certain securities and there is no assurance that the Fund will be
able to sell an investment at the price established by such pricing services.
The Fund’s ability to value its investments in an accurate and timely manner may
be impacted by technological issues and/or errors by third party service
providers, such as pricing services or accounting agents.
Performance
history will be included for the Fund after the Fund has been in operation for
one calendar year. Until that time, visit www.nb.com/ETF
or call (877)-628-2583 for
performance information. Past performance (before and
after taxes) is not a prediction of future
results.
INVESTMENT
MANAGER
Neuberger
Berman Investment Advisers LLC (“NBIA” or the “Manager”) is the Fund’s
investment manager.
The Fund
is managed by Portfolio Managers, Charles Kantor, Marc Regenbaum and Raman
Gambhir (each a Managing Director of the Manager). They have managed the Fund
since its inception.
Buying
and Selling Shares
The Fund
issues and redeems Shares at its NAV only in a large specified number of Shares
each called a “Creation Unit,” or multiples thereof, and only with authorized
participants who have entered into contractual arrangements with the Fund’s
distributor.
Individual
Shares (rather than Creation Units) of the Fund may only be purchased and sold
on a national securities exchange through a broker or dealer at market price and
most investors will buy and sell Shares of the Fund on such an exchange. These
transactions do not involve the Fund. The prices at which individual Shares may
be purchased and sold on a national securities exchange through brokers are
based on market prices and, because Shares will trade at market prices rather
than at NAV, individual Shares of the Fund may trade at a price greater than or
less than NAV. Shares of the Fund are listed on NYSE Arca,
Inc.
An
investor may incur costs attributable to the difference between the highest
price a buyer is willing to pay to purchase Shares of the Fund (bid) and the
lowest price a seller is willing to accept for Shares (ask) when buying or
selling Shares in the secondary market (the “bid-ask spread”). Most investors
will incur customary brokerage commissions and charges when buying and selling
shares of the Fund through a broker/dealer.
Recent
information, including information about the Fund’s NAV, market price, premiums
and discounts, and bid-ask spreads, is included on the Fund’s website at
www.nb.com/ETF.
Unless you
invest in the Fund through a tax-advantaged retirement plan or account or are a
tax-exempt investor, you will be subject to tax on Fund distributions to you of
ordinary income and/or net capital gains. Those distributions generally are not
taxable to such a plan or account or a tax-exempt investor, although withdrawals
from certain retirement plans and accounts generally are subject to federal
income tax.
Payments
to Investment Providers and Other Financial Intermediaries
If you
purchase shares of the Fund through a broker/dealer or other financial
intermediary, such as a bank, brokerage firm, workplace retirement program, or
financial adviser (who may be affiliated with the Manager), the Fund and/or
Neuberger Berman BD LLC and/or its affiliates may pay the intermediary for the
sale of Fund shares and related services. These payments may create a conflict
of interest by influencing the broker/dealer or other financial intermediary and
its employees to recommend the Fund over another investment. Ask your financial
intermediary or visit its website for more information.
Neuberger
Japan Equity ETF
The Fund
seeks long-term growth of capital.
These
tables below describe the fees and expenses that you may pay if you buy, hold
and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and example
below.
Shareholder
Fees (fees
paid directly from your investment) |
|
Annual
Fund Operating Expenses (expenses
that you pay each year as a % of the value of your
investment) |
|
|
|
|
|
|
|
Total
annual operating expenses |
|
Fee
waivers and/or expense reimbursement |
|
Total
annual operating expenses after fee waivers and/or expense
reimbursement1,2
|
|
The
expense example can help you compare costs among funds. The example assumes that
you invested $10,000 for the periods shown, that you redeemed all of your shares
at the end of those periods, that the Fund earned a hypothetical 5% total return
each year, and that the Fund's expenses were those in the table. Actual
performance and expenses may be higher or lower.
The Fund
pays transaction costs, such as commissions, when it buys and sells securities
(or “turns over” its portfolio). A higher portfolio turnover rate may indicate
higher transaction costs and may result in higher taxes when Fund shares are
held in a taxable account. These costs, which are not reflected in annual
operating expenses or in the example, affect the Fund’s performance. During the
period from September 11, 2024 (commencement of operations) to the most recent
fiscal year end, the Fund’s portfolio turnover rate was 59% of the average value of its
portfolio.
Principal
Investment Strategies
To pursue
its goal, the Fund normally invests at least 80% of its net assets in equity
securities of companies that are tied economically to Japan, including other
investment companies that provide investment exposure to such securities. The
Fund considers a company to be tied economically to Japan if: (1) the issuer is
organized under the laws of Japan or the issuer maintains its principal place of
business in Japan; (2) the securities of the issuer are principally listed on
Japan’s stock exchanges regardless of the country in which the issuer is
organized; or (3) the issuer has at least 50% of its assets in Japan or derives
50% or more of its total revenue from goods and/or services produced or sold in
Japan. The Fund may hold securities of any market capitalization and in any
sector. Equity securities include, but are not limited to, common stock,
convertible and preferred stock, and exchange traded
funds.
The
Portfolio Managers seek to identify high-quality Japanese companies that appear
to be positioned for durable growth. The Portfolio Managers will employ a
research driven, bottom-up, fundamental approach to stock selection, with a long
term perspective that combines both quantitative analysis and qualitative
judgment in seeking to identify companies that the Portfolio Managers believe
are attractive investment opportunities and have the potential to increase their
corporate value. To gain a deep understanding of companies and their respective
business environments, the Portfolio Managers may seek to directly and/or
collaboratively engage with companies and industry organizations on issues
related to, among others, capital management and corporate governance, in
seeking to support management and their efforts to enhance shareholder
value.
In seeking
to achieve the Fund’s investment objective, the Portfolio Managers use the
following three step investment process to identify a potential universe of
securities for the Fund:
1.
Quantitative
screening: The
Portfolio Managers screen companies based on metrics such as return on equity
and earnings before interest, taxes, depreciation, and amortization (“EBITDA”)
margins, and further look for companies that they believe are priced lower than
the Portfolio Managers’ estimate of their intrinsic value with identifiable
reasons for the discount in an attempt to identify what they believe to be high
quality companies;
2.
Qualitative
business analysis: The
Portfolio Managers analyze numerous factors, including but not limited to,
management expertise, industry trends, and the strength of a product line or
brand as they seek to identify companies that the Portfolio Managers believe
have the most durable business models to position themselves for long-term
sustainable growth, and have the greatest opportunities for potential value
creation for all shareholders. The Portfolio Managers may also seek to engage
directly with company management, when appropriate.
3.
Strategic
valuation and analysis: The
Portfolio Managers evaluate the valuation of the securities identified through
the first two steps as they seek to identify high quality companies at
attractive valuations.
The
Portfolio Managers generate a score for each security in a “Watch List”
generated from the above steps to quantify the following factors: (i) business
fundamentals, (ii) governance, (iii) environment and social factors, (iv)
engagement potential, and (iv) valuations. These scores are then aggregated to
generate a single composite score for each security. From the Watch List, the
Portfolio Managers seek to construct a well-diversified portfolio across
economic sectors with securities selected based upon their proprietary score and
an assessment of their risk exposures.
As part of
their fundamental investment analysis the Portfolio Managers consider
environmental, social and governance factors they believe are financially
material to individual investments, where applicable. While this analysis is
inherently subjective and may be informed by both internally generated and
third-party metrics, data and other information, the Portfolio Managers believe
that the consideration of financially material environmental, social and
governance factors, alongside traditional financial metrics, may enhance the
Fund’s overall investment process. The consideration of environmental, social
and governance factors does not apply to certain instruments, such as certain
derivative instruments, other registered investment companies, cash and cash
equivalents. The consideration of environmental, social and governance factors
as part of the investment process does not mean that the Fund pursues a specific
“impact” or “sustainable” investment strategy.
The
Portfolio Managers may reduce or sell a security if they believe it is
unattractively valued, if a company’s business fails to perform as expected, or
when other opportunities appear more attractive.
The Fund
will not change its strategy of normally investing at least 80% of its net
assets in equity securities of companies that are tied economically to Japan,
including other investment companies that provide investment exposure to such
securities, without providing shareholders at least 60 days’ notice. This test
is applied at the time the Fund invests; later percentage changes caused by a
change in Fund assets, market values or company circumstances will not require
the Fund to dispose of a holding.
PRINCIPAL
INVESTMENT RISKS
Most of
the Fund’s performance depends on what happens in the markets in which the Fund
invests, the Portfolio Managers’ evaluation of those developments, and the
success of the Portfolio Managers in implementing the Fund’s investment
strategies The markets’ behavior can be difficult to predict, particularly in
the short term. There can be no guarantee that the Fund will achieve its
goal.
The Fund
may take temporary defensive and cash management positions; to the extent it
does, it will not be pursuing its principal investment
strategies.
The actual
risk exposure taken by the Fund in its investment program will vary over time,
depending on various factors including the Portfolio Managers' evaluation of
issuer, political, regulatory, market, or economic developments. There can be no
guarantee that the Portfolio Managers will be successful in their attempts to
manage the risk exposure of the Fund or will appropriately
evaluate
or weigh the multiple factors involved in investment decisions, including
issuer, market and/or instrument-specific analysis, valuation and financially
material environmental, social and governance factors.
The Fund
is not a bank deposit, and is not guaranteed or insured by the Federal Deposit
Insurance Corporation or any other government agency.
The value of your investment may fall, sometimes sharply, and you
could lose money by investing in the Fund.
Each of
the following risks, which are described in alphabetical order and not in order
of any presumed importance, can significantly affect the Fund’s performance. The
relative importance of, or potential exposure as a result of, each of these
risks will vary based on market and other investment-specific
considerations.
Convertible
Securities Risk. The value
of a convertible security, which is a form of hybrid security (i.e., a security
with both debt and equity characteristics), typically increases or decreases
with the price of the underlying common stock. In general, a convertible
security is subject to the market risks of stocks when the underlying stock’s
price is high relative to the conversion price and is subject to the market
risks of debt securities when the underlying stock’s price is low relative to
the conversion price. The general market risks of debt securities that are
common to convertible securities include, but are not limited to, interest rate
risk and credit risk -- that is, the value of convertible securities will move
in the direction opposite to movements in interest rates; they are subject to
the risk that the issuer will not be able to pay interest or dividends when due;
and their market value may change based on changes in the issuer’s credit rating
or the market’s perception of the issuer’s creditworthiness. Many convertible
securities have credit ratings that are below investment grade and are subject
to the same risks as an investment in lower-rated debt securities (commonly
known as “junk bonds”). Lower-rated debt securities may fluctuate more widely in
price and yield than investment grade debt securities and may fall in price
during times when the economy is weak or is expected to become weak. To the
extent the Fund invests in convertible securities issued by small- or mid-cap
companies, it will be subject to the risks of investing in such
companies.
Currency
Risk. Currency
risk is the risk that foreign currencies will decline in value relative to the
U.S. dollar. To the extent that the Fund invests in securities or other
instruments denominated in or indexed to foreign currencies, changes in currency
exchange rates could adversely impact investment gains or add to investment
losses. Currency exchange rates may fluctuate significantly over short periods
of time and can be affected unpredictably by various factors, including investor
perception and changes in interest rates; intervention, or failure to intervene,
by U.S. or foreign governments, central banks, or supranational entities; or by
currency controls or political or regulatory developments in the U.S. or
abroad.
ETF
Risk. As an
exchange-traded fund (“ETF”), the Fund is subject to the following
risks:
Authorized
Participants Concentration Risk. The Fund
has a limited number of financial institutions that may act as authorized
participants. Only an authorized participant may transact in creation and
redemption transactions directly with the Fund, and authorized participants are
not obligated to engage in such transactions. To the extent they exit the
business or are otherwise unable or unwilling to proceed in creation and
redemption transactions with the Fund, such as in times of market stress, and no
other Authorized Participant is able to step forward to create or redeem,
trading in Fund shares may be significantly diminished, bid-ask spreads may
widen and shares of the Fund may be more likely to trade at a premium or
discount to net asset value (“NAV”) and possibly face trading halts or
delisting. To the extent the Fund invests in securities issued by non-U.S.
issuers or other securities or instruments that have lower trading volumes, this
risk is heightened.
International
Closed Market Trading Risk. To the
extent the Fund’s investments trade in markets that are closed when the Fund and
NYSE Arca, Inc. (“Exchange”) are open, there are likely to be deviations between
current pricing of an underlying security and the last quoted price for the
underlying security (i.e., the Fund’s quote from the closed foreign market). As
a result, premiums or discounts to NAV may develop in share prices, and bid-ask
spreads may be greater than those experienced by other funds. In addition,
shareholders may not be able to purchase or redeem their shares of the Fund, or
purchase or sell shares of the Fund on the Exchange, on days when the NAV of the
Fund could be significantly affected by events in the relevant non-U.S.
markets.
Premium/Discount
Risk. There may
be times when the market price of the Fund’s shares is more than the NAV
intra-day (at a premium) or less than the NAV intra-day (at a discount). As a
result, shareholders of the Fund may pay more than NAV when purchasing shares
and receive less than NAV when selling Fund shares. This risk is heightened in
times of market volatility or periods of steep market declines. In such market
conditions, market or stop loss orders to sell Fund shares may be executed at
prices well below NAV.
Secondary
Market Trading Risk. Investors
buying or selling shares in the secondary market will normally pay brokerage
commissions, which are often a fixed amount and may be a significant
proportional cost for investors buying or selling relatively small amounts of
shares. Secondary market trading is subject to bid-ask spreads, which is the
difference between the highest price a buyer is willing to pay to purchase
shares of a fund (bid) and the lowest price a seller is willing to accept for
shares (ask) when buying or selling shares in the secondary market, and trading
in Fund shares may be halted by the Exchange because of market conditions or
other reasons. If a trading halt occurs, a shareholder may temporarily be unable
to purchase or sell shares of the Fund. The bid-ask spread, which varies over
time, is generally narrower if the Fund has more trading volume and market
liquidity and wider if the Fund has less trading volume and market liquidity. In
addition, the bid-ask spread can be affected by the liquidity of the Fund’s
underlying investments and can widen if the Fund’s underlying investments become
less liquid or illiquid. In addition, although the Fund’s shares are listed on
the Exchange, there can be no assurance that an active trading market for shares
will develop or be maintained, that bid-ask spreads will be narrow, or that the
Fund’s shares will continue to be listed.
Foreign
Risk. Foreign
securities involve risks in addition to those associated with comparable U.S.
securities. Additional risks include exposure to less developed or less
efficient trading markets; social, political, diplomatic, or economic
instability; trade barriers and other protectionist trade policies (including
those of the U.S.); imposition of economic sanctions against a particular
country or countries, organizations, companies, entities and/or individuals;
significant government involvement in an economy and/or market structure;
fluctuations in foreign currencies or currency redenomination; potential for
default on sovereign debt; nationalization or expropriation of assets;
settlement, custodial or other operational risks; higher transaction costs;
confiscatory withholding or other taxes; and less stringent auditing and
accounting, corporate disclosure, governance, and legal standards. As a result,
foreign securities may fluctuate more widely in price, and may also be less
liquid, than comparable U.S. securities. World markets, or those in a particular
region, may all react in similar fashion to important economic or political
developments. In addition, foreign markets may perform differently than the U.S.
market. The effect of economic instability on specific foreign markets or
issuers may be difficult to predict or evaluate. Regardless of where a company
is organized or its stock is traded, its performance may be affected
significantly by events in regions from which it derives its profits or in which
it conducts significant operations.
Securities
of issuers traded on foreign exchanges may be suspended, either by the issuers
themselves, by an exchange, or by governmental authorities. Trading suspensions
may be applied from time to time to the securities of individual issuers for
reasons specific to that issuer, or may be applied broadly by exchanges or
governmental authorities in response to market events. In the event that the
Fund holds material positions in such suspended securities or instruments, the
Fund’s ability to liquidate its positions or provide liquidity to investors may
be compromised and the Fund could incur significant losses.
From time
to time, based on market or economic conditions, the Fund does invest a
significant portion of its assets in one country or geographic region. If the
Fund does so, there is a greater risk that economic, political, regulatory,
diplomatic, social and environmental conditions in that particular country or
geographic region may have a significant impact on the Fund’s performance and
that the Fund’s performance will be more volatile than the performance of more
geographically diversified
funds.
Growth
Stock Risk. Because
the prices of most growth stocks are based on future expectations, these stocks
tend to be more sensitive than value stocks to bad economic news and negative
earnings surprises. When these expectations are not met or decrease, the prices
of these stocks may decline, sometimes sharply, even if earnings showed an
absolute increase. Bad economic news or changing investor perceptions may
adversely affect growth stocks across several sectors and industries
simultaneously.
Issuer-Specific
Risk. An
individual security may be more volatile, and may perform differently, than the
market as a whole.
Japan
Investment Risk. The
changing economic, political and social conditions in Japan could significantly
impact the value of the Japanese securities held by the Fund. The Japanese
market can experience significant volatility due to regional and global
economic, social, and political conditions and events in the U.S. and elsewhere,
and global economic disruptions such as supply chain disruptions and
geopolitical instability and other hostilities, and to natural disasters or
epidemics. The Japanese yen has fluctuated widely at times, and the Fund bears
substantial risks associated with fluctuating currency exchange
rates.
The
Japanese economy has only recently emerged from a prolonged economic downturn.
Since the year 2000, Japan’s economic growth rate has remained relatively low.
The Japanese economy is characterized by government intervention and
protectionism, reliance on oil imports, a highly regulated labor market, an
aging demographic, declining population, and large government debt. Japan is
heavily dependent on oil and other commodity imports, and higher commodity
prices could therefore have a negative impact on the Japanese economy.
International trade, particularly with the U.S., also impacts the growth of the
Japanese economy, and trade policies taken by the U.S. and other trade partners
or adverse economic conditions in the U.S. or other trade partners may affect
Japan. The Japanese yen has fluctuated widely at times, and any increase in its
value may cause a decline in
exports
that could weaken the Japanese economy. In addition, the yen has had a history
of unpredictable and volatile movements against the U.S. dollar.
Rising
interest rates, tax increases and budget deficits, potential changes in the
economic and fiscal policies of Japan, and political tensions with neighboring
countries and regional conflicts may also negatively impact the Japanese
economy.
Large
Shareholder Risk. Certain
large shareholders, including Authorized Participants, may from time to time own
a substantial amount of the Fund’s shares. There is no requirement that these
shareholders maintain their investment in the Fund. There is a risk that such
large shareholders or that the Fund’s shareholders generally may redeem all or a
substantial portion of their investments in the Fund in a short period of time,
which could have a significant negative impact on the Fund’s NAV, liquidity,
brokerage costs, and expenses. Large redemptions could also result in tax
consequences to shareholders and impact the Fund’s ability to implement its
investment strategy.
Liquidity
Risk. From time
to time, the trading market for a particular investment in which the Fund
invests, or a particular type of instrument in which the Fund is invested, may
become less liquid or even illiquid. Illiquid investments frequently can be more
difficult to purchase or sell at an advantageous price or time, and there is a
greater risk that the investments may not be sold for the price at which the
Fund is carrying them. Certain investments that were liquid when the Fund
purchased them may become illiquid, sometimes abruptly. Additionally, market
closures due to holidays or other factors may render a security or group of
securities (e.g., securities tied to a particular country or geographic region)
illiquid for a period of time. An inability to sell a portfolio position can
adversely affect the Fund’s value or prevent the Fund from being able to take
advantage of other investment opportunities. Market prices for such securities
or other investments may be volatile. During periods of substantial market
volatility, an investment or even an entire market segment may become illiquid,
sometimes abruptly, which can adversely affect the Fund’s ability to limit
losses.
Unexpected
episodes of illiquidity, including due to market or political factors,
instrument or issuer-specific factors and/or unanticipated outflows or other
factors, may limit the Fund’s ability to pay redemption proceeds within the
allowable time period. To meet redemption requests during periods of
illiquidity, the Fund may be forced to sell securities at an unfavorable time
and/or under unfavorable
conditions.
Market
Capitalization Risk. To the
extent the Fund invests in securities of small-, mid-, or large-cap companies,
it takes on the associated risks. At times, any of these market capitalizations
may be out of favor with investors. Compared to small- and mid-cap companies,
large-cap companies may be unable to respond as quickly to changes and
opportunities and may grow at a slower rate. Compared to large-cap companies,
small- and mid-cap companies may depend on a more limited management group, may
have a shorter history of operations, less publicly available information, less
stable earnings and limited product lines, markets or financial resources. The
securities of small- and mid-cap companies are often more volatile, which at
times can be rapid and unpredictable, and less liquid than the securities of
larger companies and may be more affected than other types of securities by the
underperformance of a sector, during market downturns, by adverse publicity and
investor perceptions, by interest rate changes and by government
regulation.
Market
Volatility Risk. Markets
may be volatile and values of individual securities and other investments,
including those of a particular type, may decline significantly in response to
adverse issuer, political, regulatory, market, economic or other developments
that may cause broad changes in market value, public perceptions concerning
these developments, and adverse investor sentiment or publicity. Geopolitical
and other risks, including environmental and public health risks may add to
instability in world economies and markets generally. Changes in value may be
temporary or may last for extended periods. If the Fund sells a portfolio
position before it reaches its market peak, it may miss out on opportunities for
better performance.
New
Fund Risk. The Fund
may not be successful in implementing its investment strategy, and its
investment strategy may not be successful under all future market conditions,
either of which could result in the Fund being liquidated at some future time
without shareholder approval and/or at a time that may not be favorable for
certain shareholders. New funds may not attract sufficient assets to achieve
investment, trading or other efficiencies and, if the Fund does not grow in
size, it will be at greater risk than larger funds of wider bid-ask spreads for
its shares, trading at a greater premium or discount to NAV and/or a stop to
trading.
Other
Investment Company Risk. To the
extent the Fund invests in other investment companies, including money market
funds and exchange-traded funds (ETFs), its performance will be affected by the
performance of those other investment companies. Investments in other investment
companies are subject to the risks of the other investment companies’
investments, as well as to the other investment companies’
expenses.
An ETF may
trade in the secondary market at a price below the value of its underlying
portfolio, may not be liquid and may be halted by the listing exchange. An
actively managed ETF’s performance will reflect its adviser’s ability to make
investment
decisions
that are suited to achieving the ETF’s investment objectives. A passively
managed ETF may not replicate the performance of the index it intends to
track.
Preferred
Securities Risk. Preferred
securities, which are a form of hybrid security (i.e., a security with both debt
and equity characteristics), may pay fixed or adjustable rates of return.
Preferred securities are subject to issuer-specific and market risks applicable
generally to equity securities, however, unlike common stocks, participation in
the growth of an issuer may be limited. Distributions on preferred securities
are generally payable at the discretion of the issuer’s board of directors and
after the company makes required payments to holders of its debt securities. For
this reason, preferred securities are subject to greater credit, interest, and
liquidation risk than debt securities, and the value of preferred securities
will usually react more strongly than debt securities to actual or perceived
changes in the company’s financial condition or prospects. Preferred securities
of smaller companies may be more vulnerable to adverse developments than
preferred securities of larger companies. Preferred securities may be less
liquid than common stocks.
Recent
Market Conditions. Both
U.S. and international markets have experienced significant volatility in recent
years. As a result of such volatility, investment returns may fluctuate
significantly. National economies are substantially interconnected, as are
global financial markets, which creates the possibility that conditions in one
country or region might adversely impact issuers in a different country or
region. However, the interconnectedness of economies and/or markets may be
diminishing or changing, which may impact such economies and markets in ways
that cannot be foreseen at this time.
Some
countries, including the U.S., have adopted more protectionist trade policies,
which is a trend that appears to be continuing globally. Slowing global economic
growth, the rise in protectionist trade policies, inflationary pressures,
changes to some major international trade and security agreements, risks
associated with the trade and security agreement between countries and regions,
including the U.S. and other foreign nations, political or economic dysfunction
within some countries or regions, including the U.S., and dramatic changes in
consumer sentiment, commodity prices and currency values could affect the
economies and markets of many nations, including the U.S., in ways that cannot
necessarily be foreseen at the present time and may create significant
volatility in the markets. In addition, these policies, including the impact on
the U.S. dollar, may decrease foreign demand for U.S. assets, which could have a
negative impact on certain issuers and/or industries.
The
Federal Reserve and certain foreign central banks have started to lower interest
rates, though economic or other factors, such as inflation, could stop such
changes. It is difficult to accurately predict the pace at which interest rates
might change, the timing, frequency or magnitude of any such changes in interest
rates, or when such changes might stop or again reverse course. Additionally,
various economic and political factors could cause the Federal Reserve or other
foreign central banks to change their approach in the future and such actions
may result in an economic slowdown both in the U.S. and abroad. Unexpected
changes in interest rates could lead to significant market volatility or reduce
liquidity in certain sectors of the market. Deteriorating economic fundamentals
may, in turn, increase the risk of default or insolvency of particular issuers,
negatively impact market value, cause credit spreads to widen, and reduce bank
balance sheets. Any of these could cause an increase in market volatility,
reduce liquidity across various markets or decrease confidence in the
markets.
Regulators
in the U.S. have adopted a number of changes to regulations involving the
markets and issuers, some of which apply to the Fund. The full effect of such
regulations is not currently known and certain changes to regulation could limit
the Fund’s ability to pursue its investment strategies or make certain
investments, may make it more costly for it to operate, or adversely impact
performance. Additionally, it is possible that such regulations could be further
revised or rescinded, which creates material uncertainty on their impact to the
Fund.
Advancements
in technology, including advanced development and increased regulation of
artificial intelligence, may adversely impact market movements and liquidity. As
artificial intelligence is used more widely, which can occur relatively rapidly,
the profitability and growth of certain issuers and industries may be negatively
impacted in ways that cannot be foreseen and could adversely impact its
performance.
Tensions,
war, or open conflict between nations, such as between Russia and Ukraine, in
the Middle East, or in eastern Asia could affect the economies of many nations,
including the United States. The duration of ongoing hostilities and any
sanctions and related events cannot be predicted. Those events present material
uncertainty and risk with respect to markets globally and the performance of the
Fund and its investments or operations could be negatively
impacted.
High
public debt in the U.S. and other countries creates ongoing systemic and market
risks and policymaking uncertainty. There is no assurance that the U.S. Congress
will act to raise the nation’s debt ceiling; a failure to do so could cause
market turmoil and
substantial
investment risks that cannot now be fully predicted. Unexpected political,
regulatory and diplomatic events within the U.S. and abroad may affect investor
and consumer confidence and may adversely impact financial markets and the
broader economy.
Global
climate change can have potential effects on property and security values.
Certain issuers, industries and regions may be adversely affected by the impact
of climate change in ways that cannot be foreseen. The impact of legislation,
regulation and international accords related to climate change, including any
direct or indirect consequences that may not be foreseen, may negatively impact
certain issuers, industries and
regions.
Sector
Risk. From time
to time, based on market or economic conditions, the Fund may have significant
positions in one or more sectors of the market. To the extent the Fund invests
more heavily in particular sectors, its performance will be especially sensitive
to developments that significantly affect those sectors. Individual sectors or
sub-sectors may be more volatile, and may perform differently, than the broader
market. The industries that constitute a sector may all react in the same way to
economic, political or regulatory
events.
Value
Stock Risk. Value
stocks are those stocks whose stock prices, whether based on earnings, book
value, or other financial measures, do not reflect their full economic
opportunities. Value stocks may remain undervalued for extended periods of time,
may decrease in value during a given period, may not ever realize what the
portfolio management team believes to be their full value, or the portfolio
management team’s assumptions about intrinsic value or potential for
appreciation may be incorrect. This may happen, among other reasons, because of
a failure to anticipate which stocks or industries would benefit from changing
market or economic conditions or investor preferences.
A
summary of the Fund’s additional principal investment risks is as
follows:
Operational
and Cybersecurity Risk. The Fund
and its service providers, and your ability to transact with the Fund, may be
negatively impacted due to operational matters arising from, among other
problems, human errors, processing and communications errors, counterparty and
third-party disruptions or errors, systems and technology disruptions or
failures, or cybersecurity incidents. Cybersecurity incidents may allow an
unauthorized party to gain access to fund assets, customer data, or proprietary
information, or cause the Fund or its service providers, as well as the
securities trading venues and their service providers, to suffer data corruption
or lose operational functionality, including those related to critical
functions. Cybersecurity incidents can result from deliberate attacks or
unintentional events. It is not possible for the Manager or the other Fund
service providers to identify all of the cybersecurity or other operational
risks that may affect the Fund or to develop processes and controls to
completely eliminate or mitigate their occurrence or effects. Most issuers in
which the Fund invests are heavily dependent on computers for data storage and
operations, and require ready access to the internet to conduct their business.
Thus, cybersecurity incidents could also affect issuers of securities in which
the Fund invests, leading to significant loss of value.
Artificial
Intelligence. The Fund
and its service providers, including its adviser, may utilize artificial
intelligence (“AI”) technologies, including machine learning models and
generative AI, to improve operational efficiency and in connection with
research. In addition, counterparties used by the Fund may utilize AI in their
business activities. While the Manager may restrict certain uses of AI tools,
the Fund and its adviser are not in a position to control the use of AI in
third-party products or services. The use of AI introduces numerous potential
challenges and the use of AI can lead to reputational damage, legal liabilities,
and competitive disadvantages, as well as negatively impact business operations,
which may occur with or without mismanagement in the use of the AI. AI requires
the collection and processing of substantial amounts of data, which poses risks
of data inaccuracies, incompleteness, and inherent biases, and which can degrade
the technology’s effectiveness and reliability. Such data can include
proprietary information, the use of which by AI may be unauthorized and subject
to potential liability. Rapid technological advancements further complicate risk
predictions, and competitors who adopt AI more swiftly may gain a competitive
edge. The complexity and opacity of AI systems raise significant accountability
and ethical concerns. AI has enhanced the ability of threat actors to amplify
the potency, scale, and speed of cybersecurity attacks. AI’s role in increasing
automation raises concerns about job displacement and may lead to economic and
social disruptions. The unpredictable nature of AI’s impact on market dynamics
complicates traditional risk assessment models, making it challenging to
identify risks and opportunities using historical data. Legal and regulatory
frameworks governing AI’s use, particularly concerning data privacy and
protection, are evolving rapidly. These changes could materially alter how AI is
used, which may negatively impact the
Fund.
Risk
Management. Risk is
an essential part of investing. No risk management program can eliminate the
Fund’s exposure to adverse events; at best, it may only reduce the possibility
that the Fund will be affected by such events, and especially those risks that
are not intrinsic to the Fund’s investment program. The Fund could experience
losses if judgments about risk prove to be
incorrect.
Valuation
Risk. The Fund
may not be able to sell an investment at the price at which the Fund has valued
the investment. Such differences could be significant, particularly for illiquid
securities and securities that trade in relatively thin markets and/or markets
that experience extreme volatility. If market or other conditions make it
difficult to value an investment, the Fund may be required to value such
investments using more subjective methods, known as fair value methodologies.
Using fair value methodologies to price investments may result in a value that
is different from an investment’s most recent price and from the prices used by
other funds to calculate their NAVs. The Fund uses pricing services to provide
values for certain securities and there is no assurance that the Fund will be
able to sell an investment at the price established by such pricing services.
The Fund’s ability to value its investments in an accurate and timely manner may
be impacted by technological issues and/or errors by third party service
providers, such as pricing services or accounting agents.
Performance
history will be included for the Fund after the Fund has been in operation for
one calendar year. Until that time, visit www.nb.com/ETF
or call (877)-628-2583 for
performance information. Past performance (before and
after taxes) is not a prediction of future
results.
Neuberger
Berman Investment Advisers LLC (“NBIA” or the “Manager”) is the Fund’s
investment manager.
The Fund
is managed by Portfolio Managers Keita Kubota, Kei Okamura and Zui Shiromoto.
Messrs. Kubota and Okamura have managed the Fund since inception. Mr. Shiromoto
has managed the Fund since January 2026.
Buying
and Selling Shares
The Fund
issues and redeems Shares at its NAV only in a large specified number of Shares
each called a “Creation Unit,” or multiples thereof, and only with authorized
participants who have entered into contractual arrangements with the Fund’s
distributor.
Individual
Shares (rather than Creation Units) of the Fund may only be purchased and sold
on a national securities exchange through a broker or dealer at market price and
most investors will buy and sell Shares of the Fund on such an exchange. These
transactions do not involve the Fund. The prices at which individual Shares may
be purchased and sold on a national securities exchange through brokers are
based on market prices and, because Shares will trade at market prices rather
than at NAV, individual Shares of the Fund may trade at a price greater than or
less than NAV. Shares of the Fund are listed on NYSE Arca,
Inc.
An
investor may incur costs attributable to the difference between the highest
price a buyer is willing to pay to purchase Shares of the Fund (bid) and the
lowest price a seller is willing to accept for Shares (ask) when buying or
selling Shares in the secondary market (the “bid-ask spread”). Most investors
will incur customary brokerage commissions and charges when buying and selling
shares of the Fund through a broker/dealer.
Recent
information, including information about the Fund’s NAV, market price, premiums
and discounts, and bid-ask spreads, is included on the Fund’s website at
www.nb.com/ETF.
Unless you
invest in the Fund through a tax-advantaged retirement plan or account or are a
tax-exempt investor, you will be subject to tax on Fund distributions to you of
ordinary income and/or net capital gains. Those distributions generally are not
taxable to such a plan or account or a tax-exempt investor, although withdrawals
from certain retirement plans and accounts generally are subject to federal
income tax.
Payments
to Investment Providers and Other Financial Intermediaries
If you
purchase shares of the Fund through a broker/dealer or other financial
intermediary, such as a bank, brokerage firm, workplace retirement program, or
financial adviser (who may be affiliated with the Manager), the Fund and/or
Neuberger Berman BD LLC and/or its affiliates may pay the intermediary for the
sale of Fund shares and related services. These payments may create a conflict
of interest by influencing the broker/dealer or other financial intermediary and
its employees to recommend the Fund over another investment. Ask your financial
intermediary or visit its website for more information.
Neuberger
Option Strategy ETF
The Fund
seeks long-term growth of capital and income
generation.
These
tables below describe the fees and expenses that you may pay if you buy, hold
and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and example
below.
Shareholder
Fees (fees
paid directly from your investment) |
|
Annual
Fund Operating Expenses (expenses
that you pay each year as a % of the value of your
investment) |
|
|
|
|
|
|
|
Acquired
fund fees and expenses |
|
Total
annual operating expenses |
|
Fee
waivers and/or expense reimbursement |
|
Total
annual operating expenses after fee waivers and/or expense
reimbursement1
|
|
The
expense example can help you compare costs among funds. The example assumes that
you invested $10,000 for the periods shown, that you redeemed all of your shares
at the end of those periods, that the Fund earned a hypothetical 5% total return
each year, and that the Fund's expenses were those in the table. Actual
performance and expenses may be higher or lower.
The Fund
pays transaction costs, such as commissions, when it buys and sells securities
(or “turns over” its portfolio). A higher portfolio turnover rate may indicate
higher transaction costs and may result in higher taxes when Fund shares are
held in a taxable account. These costs, which are not reflected in annual
operating expenses or in the example, affect the Fund’s performance. During the
most recent fiscal year the Fund’s portfolio turnover rate was 112% of the average value of its
portfolio.
Principal
Investment Strategies
The Fund
seeks to achieve its goal primarily through a strategy of writing collateralized
put options on U.S. indices, including the S&P 500® Index and
other indices in the S&P 500® suite of
indices, and exchange traded funds (“ETFs”). The Fund attempts to generate
returns through the receipt of option premiums from selling puts, as well as
through investments in fixed income instruments, which collectively are intended
to reduce volatility relative to what it would be if the Fund held the
underlying equity index on which the options are written. The Fund’s investments
in fixed income instruments may be of any duration, may include variable and
floating rate instruments, and may include U.S. Treasury securities and other
securities issued by the U.S. government and its agencies and instrumentalities,
debt securities issued by corporations or trust entities, cash and cash
equivalents, structured notes, mortgage-backed securities and asset-backed
securities. The Fund also may invest in money market mutual funds and
ETFs.
In a put
writing strategy, the Fund (as the seller of the option) receives premiums from
the purchaser of the option in exchange for providing the purchaser with the
right to sell the underlying instrument to the Fund at a specific price (i.e.,
the strike price). If the
market
price of the instrument underlying the option exceeds the strike price, it is
anticipated that the option would go unexercised and the Fund would earn the
full premium upon the option’s expiration or a portion of the premium upon the
option’s early termination. If the market price of the instrument underlying the
option drops below the strike price, it is anticipated that the option would be
exercised and the Fund would pay the option buyer the difference between the
market value of the underlying instrument and the strike price.
As an
example, it is anticipated when the Fund writes a put option on the S&P 500
Index at a specific strike price and the S&P 500 goes above that strike
price and the option is not exercised (i.e., in a rising market), the premium
collected may be less than the S&P 500’s gains depending on the amount of
the premium and the S&P 500’s gains. Conversely, it is anticipated when the
Fund writes a put option on the S&P 500 Index at a specific strike price and
the S&P 500 goes below that strike price and the option is exercised (i.e.,
in a falling market), the premium collected may offset all or a portion of the
S&P 500’s losses depending on the amount of the premium and the S&P
500’s losses. Finally, it is anticipated when the Fund writes a put option on
the S&P 500 Index at a specific strike price and the S&P 500 stays at
that strike price and the option is not exercised (i.e., in a flat market), the
Fund would keep the premium collected.
The
Portfolio Managers will select option investments based on their estimate of
current and future market volatility levels, underlying instrument valuations
and perceived market risks. Further, the Portfolio Managers will evaluate
relative option premiums in determining preferred option contract terms, such as
strike prices and expiration dates.
At the
time of writing (selling) a put option, the aggregate investment exposure, as
measured on a notional basis (i.e., the value of the underlying instrument at
its strike price), of the options written by the Fund will generally be equal to
100% of the Fund’s total assets. The Fund’s aggregate investment exposure, as
measured on a notional basis, may be greater than 100% of the Fund’s total
assets from time to time but it will not exceed 125% of its total
assets.
The Fund’s
fixed income instruments will be primarily investment grade and are intended to
provide liquidity and preserve capital and will serve as collateral for the
Fund’s investments in options. The Fund considers fixed income instruments to be
investment grade if, at the time of investment, they are rated within the four
highest categories by at least one independent credit rating agency or, if
unrated, are determined by the Portfolio Managers to be of comparable quality.
The premiums received by the Fund for writing options will generally be invested
in fixed income instruments, money market mutual funds and ETFs in order to seek
to partially offset any liabilities the Fund incurs from writing options.
Because the Fund will use options to gain exposure to the equity markets, and
because options will not require the Fund to deposit the full notional amount of
the investment, the Fund will also invest a significant amount of its total
assets in fixed income instruments, money market mutual funds and ETFs. Its
investments in options generally will not constitute a significant amount of its
total assets, however, the aggregate investment exposure of its investments in
options, as discussed above, generally will be equal to 100% of its total
assets.
The Fund
may invest in both American-style and European-style options as well as FLexible
EXchange® Options
(FLEX Options). The Fund may purchase and write call options on securities and
indices, including writing (selling) both covered (i.e., where the Fund holds an
equivalent position in the instrument underlying the option) and uncovered calls
(i.e., where the Fund does not own the instrument underlying the option and must
purchase the underlying instrument to meet its call obligations). The Fund may
also purchase put options, including purchasing puts on security indices and put
spreads on indices (i.e., buying and selling an equal number of puts on the same
index with differing strike prices or expiration dates).
In an
effort to achieve its goal, the Fund may engage in active and frequent
trading.
PRINCIPAL
INVESTMENT RISKS
Most of
the Fund’s performance depends on what happens in equity, fixed income and
options markets, the Portfolio Managers' evaluation of those developments, and
the success of the Portfolio Managers in implementing the Fund’s investment
strategies. The Fund’s use of derivative instruments will result in leverage,
which amplifies the risks that are associated with these markets. The markets’
behavior can be difficult to predict, particularly in the short term. There can
be no guarantee that the Fund will achieve its goal.
The Fund
may take temporary defensive and cash management positions; to the extent it
does, it will not be pursuing its principal investment
strategies.
The actual
risk exposure taken by the Fund in its investment program will vary over time,
depending on various factors including the Portfolio Managers' evaluation of
issuer, political, regulatory, market, or economic developments. There can be no
guarantee that the Portfolio Managers will be successful in their attempts to
manage the risk exposure of the Fund or will appropriately evaluate or weigh the
multiple factors involved in investment decisions, including issuer, market
and/or instrument-specific analysis and
valuation.
The Fund
is not a bank deposit, and is not guaranteed or insured by the Federal Deposit
Insurance Corporation or any other government agency.
The value of your investment may fall, sometimes sharply, and you
could lose money by investing in the Fund.
Each of
the following risks, which are described in alphabetical order and not in order
of any presumed importance, can significantly affect the Fund’s performance. The
relative importance of, or potential exposure as a result of, each of these
risks will vary based on market and other investment-specific
considerations.
Call
Risk. Upon the
issuer’s desire to call a security, or under other circumstances where a
security is called, which may happen for a number of reasons, such as declining
interest rates or changes in credit spreads, the issuer can opt to repay the
obligation underlying a “callable security” early. When this occurs, the Fund
may have to reinvest the proceeds in an investment offering a lower yield or
with a higher risk of default and may not realize the full anticipated benefit
from such investment.
Credit
Risk. Credit
risk is the risk that issuers, guarantors, or insurers may fail, or become less
able or unwilling to pay interest and/or principal when due. Changes in the
actual or perceived creditworthiness of an issuer or a downgrade or default
affecting any of the Fund’s securities could affect the Fund’s performance by
affecting the credit quality or value of the Fund’s securities. Generally, the
longer the maturity and the lower the credit quality of a security, the more
sensitive it is to credit risk.
Derivatives
Risk. Use of
derivatives, such as options, is a highly specialized activity that can involve
investment techniques, analysis and risks different from, and in some respects
greater than, those associated with investing in more traditional investments,
such as stocks and bonds. Derivatives can be highly complex and highly volatile
and may perform in unanticipated ways. Derivatives can create leverage, and the
Fund could lose more than the amount it invests; some derivatives can have the
potential for unlimited losses. Derivatives may at times be highly illiquid, and
the Fund may not be able to close out or sell a derivative at a particular time
or at an anticipated price. Derivatives can be difficult to value and valuation
may be more difficult in times of market turmoil. The value of a derivative
instrument depends largely on (and is derived from) the value of the reference
instrument underlying the derivative. There may be imperfect correlation between
the behavior of a derivative and that of the reference instrument underlying the
derivative. An abrupt change in the price of a reference instrument could render
a derivative worthless. Derivatives may involve risks different from, and
possibly greater than, the risks associated with investing directly in the
reference instrument. Suitable derivatives may not be available in all
circumstances, and there can be no assurance that the Fund will use derivatives
to reduce exposure to other risks when that might have been beneficial.
Derivatives involve counterparty risk, which is the risk that the other party to
the derivative will fail to make required payments or otherwise comply with the
terms of the derivative. That risk is generally thought to be greater with
over-the-counter (OTC) derivatives than with derivatives that are exchange
traded or centrally cleared. When the Fund uses derivatives, it will likely be
required to provide margin or collateral; these practices are intended to
satisfy contractual undertakings and regulatory requirements and will not
prevent the Fund from incurring losses on derivatives. The need to provide
margin or collateral could limit the Fund's ability to pursue other
opportunities as they arise. Ongoing changes to regulation of the derivatives
markets and actual and potential changes in the regulation of funds using
derivative instruments could limit the Fund’s ability to pursue its investment
strategies. New regulation of derivatives may make them more costly, or may
otherwise adversely affect their liquidity, value or
performance.
Additional
risks associated with certain types of derivatives are discussed
below:
Options. The use
of options involves investment strategies and risks different from those
associated with ordinary portfolio securities transactions. If a strategy is
applied at an inappropriate time or market conditions or trends are judged
incorrectly, the use of options may lower the Fund’s return. There can be no
guarantee that the use of options will increase the Fund’s return or income. In
addition, there may be an imperfect correlation between the movement in prices
of options and the securities underlying them and there may at times not be a
liquid secondary market for various options. An abrupt change in the price of an
underlying security could render an option worthless. The prices of options are
volatile and are influenced by, among other things, actual and anticipated
changes in the value of the underlying instrument, or in interest or currency
exchange rates, including the anticipated volatility of the underlying
instrument (known as implied volatility), which in turn are affected by the
performance of the issuer of the underlying instrument, by fiscal and monetary
policies and by national and international political and economic events. As
such, prior to the exercise or expiration of the option, the Fund is exposed to
implied volatility risk, meaning the value, as based on implied volatility, of
an option may increase due to market and economic conditions or views based on
the sector or industry in which issuers of the underlying instrument
participate, including company-specific factors.
By writing
put options, the Fund takes on the risk of declines in the value of the
underlying instrument, including the possibility of a loss up to the entire
strike price of each option it sells, but without the corresponding opportunity
to benefit from potential increases in the value of the underlying instrument.
When the Fund writes a put option, it
assumes
the risk that it must purchase the underlying instrument at a strike price that
may be higher than the market price of the instrument. If there is a broad
market decline and the Fund is not able to close out its written put options, it
may result in substantial losses to the Fund. By writing a call option, the Fund
may be obligated to deliver instruments underlying an option at less than the
market price. In the case of an uncovered call option, there is a risk of
unlimited loss. When an uncovered call is exercised, the Fund must purchase the
underlying instrument to meet its call obligations and the necessary instruments
may be unavailable for purchase. Additionally, volatility in the market for
equity securities, which has been dramatically increased recently for certain
stocks, can meaningfully increase the risk of loss associated with options. When
the Fund writes a covered call option, it gives up the opportunity to profit
from a price increase in the underlying instrument above the strike price. If a
covered call option that the Fund has written is exercised, the Fund will
experience a gain or loss from the sale of the underlying instrument, depending
on the price at which the Fund purchased the instrument and the strike price of
the option. The Fund will receive a premium from writing options, but the
premium received may not be sufficient to offset any losses sustained from
exercised options. In the case of a covered call, the premium received may be
offset by a decline in the market value of the underlying instrument during the
option period. If an option that the Fund has purchased is never exercised or
closed out, the Fund will lose the amount of the premium it paid and the use of
those funds.
ETF
Risk. As an
exchange-traded fund (“ETF”), the Fund is subject to the following
risks:
Authorized
Participants Concentration Risk. The Fund
has a limited number of financial institutions that may act as authorized
participants. Only an authorized participant may transact in creation and
redemption transactions directly with the Fund, and authorized participants are
not obligated to engage in such transactions. To the extent they exit the
business or are otherwise unable or unwilling to proceed in creation and
redemption transactions with the Fund, such as in times of market stress, and no
other Authorized Participant is able to step forward to create or redeem,
trading in Fund shares may be significantly diminished, bid-ask spreads may
widen and shares of the Fund may be more likely to trade at a premium or
discount to net asset value (“NAV”) and possibly face trading halts or
delisting. To the extent the Fund invests in securities issued by non-U.S.
issuers or other securities or instruments that have lower trading volumes, this
risk is heightened.
Cash
Transactions Risk. Unlike
certain ETFs, the Fund may effect its creations and redemptions in cash or
partially in cash. As a result, an investment in the Fund may be less
tax-efficient than an investment in other ETFs. Other ETFs generally are able to
make in-kind redemptions and avoid realizing gains in connection with
transactions designed to raise cash to meet redemption requests. If the Fund
effects a portion of redemptions for cash, it may be required to sell portfolio
securities in order to obtain the cash needed to distribute redemption proceeds,
which also involves transaction costs. If the Fund recognizes gain on these
sales, this generally will cause the Fund to recognize gain it might not
otherwise have recognized if it were to distribute portfolio securities in-kind,
or to recognize such gain sooner than would otherwise be required. The Fund
generally intends to distribute these gains to shareholders to avoid being taxed
on this gain at the Fund level and otherwise comply with the special tax rules
that apply to it. This strategy may cause shareholders to be subject to tax on
gains they would not otherwise be subject to, or at an earlier date than, if
they had made an investment in a different ETF. In addition, cash transactions
may have to be carried out over several days if the securities market in which
the Fund is trading is less liquid and may involve considerable transaction
expenses and taxes. These brokerage fees and taxes, which will be higher than if
the Fund sold and redeemed its shares principally in-kind, may be passed on to
purchasers and redeemers of shares in the form of transaction fees. However, the
Fund has capped the total transaction fees that may be charged in connection
with redemptions. To the extent any costs associated with cash transactions are
not offset by any transaction fees payable by an authorized participant, the
Fund’s performance could be negatively impacted.
Premium/Discount
Risk. There may
be times when the market price of the Fund’s shares is more than the NAV
intra-day (at a premium) or less than the NAV intra-day (at a discount). As a
result, shareholders of the Fund may pay more than NAV when purchasing shares
and receive less than NAV when selling Fund shares. This risk is heightened in
times of market volatility or periods of steep market declines. In such market
conditions, market or stop loss orders to sell Fund shares may be executed at
prices well below NAV.
Secondary
Market Trading Risk. Investors
buying or selling shares in the secondary market will normally pay brokerage
commissions, which are often a fixed amount and may be a significant
proportional cost for investors buying or selling relatively small amounts of
shares. Secondary market trading is subject to bid-ask spreads, which is the
difference between the highest price a buyer is willing to pay to purchase
shares of a fund (bid) and the lowest price a seller is willing to accept for
shares (ask) when buying or selling shares in the secondary market, and trading
in Fund
shares may
be halted by the Exchange because of market conditions or other reasons. If a
trading halt occurs, a shareholder may temporarily be unable to purchase or sell
shares of the Fund. The bid-ask spread, which varies over time, is generally
narrower if the Fund has more trading volume and market liquidity and wider if
the Fund has less trading volume and market liquidity. In addition, the bid-ask
spread can be affected by the liquidity of the Fund’s underlying investments and
can widen if the Fund’s underlying investments become less liquid or illiquid.
In addition, although the Fund’s shares are listed on the Exchange, there can be
no assurance that an active trading market for shares will develop or be
maintained, that bid-ask spreads will be narrow, or that the Fund’s shares will
continue to be listed.
High
Portfolio Turnover Risk. The Fund
may engage in active and frequent trading and may have a high portfolio turnover
rate, which may increase the Fund’s transaction costs, may adversely affect the
Fund’s performance and may generate a greater amount of capital gain
distributions to shareholders than if the Fund had a low portfolio turnover
rate.
Interest
Rate Risk. In
general, the value of investments with interest rate risk, such as debt
securities, will move in the direction opposite to movements in interest rates.
If interest rates rise, the value of such securities may decline. Typically, the
longer the maturity or duration of a debt security, the greater the effect a
change in interest rates could have on the security’s price. Thus, the
sensitivity of the Fund’s debt securities to interest rate risk will increase
with any increase in the duration of those
securities.
Issuer-Specific
Risk. An
individual security may be more volatile, and may perform differently, than the
market as a whole.
Large
Shareholder Risk. Certain
large shareholders, including Authorized Participants, may from time to time own
a substantial amount of the Fund’s shares. There is no requirement that these
shareholders maintain their investment in the Fund. There is a risk that such
large shareholders or that the Fund’s shareholders generally may redeem all or a
substantial portion of their investments in the Fund in a short period of time,
which could have a significant negative impact on the Fund’s NAV, liquidity,
brokerage costs, and expenses. Large redemptions could also result in tax
consequences to shareholders and impact the Fund’s ability to implement its
investment strategy.
Leverage
Risk. Leverage
amplifies changes in the Fund’s net asset value and may make the Fund more
volatile. Derivatives may create leverage and can result in losses to the Fund
that exceed the amount originally invested and may accelerate the rate of losses
or magnify the risks of other portfolio investments. There can be no assurance
that the Fund’s use of any leverage will be successful and the Fund may need to
dispose of some of its holdings at unfavorable times or prices. The Fund’s
investment exposure can exceed its net assets, sometimes by a significant
amount.
Liquidity
Risk. From time
to time, the trading market for a particular investment in which the Fund
invests, or a particular type of instrument in which the Fund is invested, may
become less liquid or even illiquid. Illiquid investments frequently can be more
difficult to purchase or sell at an advantageous price or time, and there is a
greater risk that the investments may not be sold for the price at which the
Fund is carrying them. Certain investments that were liquid when the Fund
purchased them may become illiquid, sometimes abruptly. Additionally, market
closures due to holidays or other factors may render a security or group of
securities (e.g., securities tied to a particular country or geographic region)
illiquid for a period of time. An inability to sell a portfolio position can
adversely affect the Fund’s value or prevent the Fund from being able to take
advantage of other investment opportunities. Market prices for such securities
or other investments may be volatile. During periods of substantial market
volatility, an investment or even an entire market segment may become illiquid,
sometimes abruptly, which can adversely affect the Fund’s ability to limit
losses.
Unexpected
episodes of illiquidity, including due to market or political factors,
instrument or issuer-specific factors and/or unanticipated outflows or other
factors, may limit the Fund’s ability to pay redemption proceeds within the
allowable time period. To meet redemption requests during periods of
illiquidity, the Fund may be forced to sell securities at an unfavorable time
and/or under unfavorable
conditions.
Market
Capitalization Risk. To the
extent the Fund gains exposure to securities of small-, mid-, or large-cap
companies, it takes on the associated risks. At times, any of these market
capitalizations may be out of favor with investors. Compared to small- and
mid-cap companies, large-cap companies may be unable to respond as quickly to
changes and opportunities and may grow at a slower rate. Compared to large-cap
companies, small- and mid-cap companies may depend on a more limited management
group, may have a shorter history of operations, less publicly available
information, less stable earnings and limited product lines, markets or
financial resources. The securities of small- and mid-cap companies are often
more volatile, which at times can be rapid and unpredictable, and less liquid
than the securities of larger companies and may be more affected than other
types of securities by the underperformance of a sector, during market
downturns, by adverse publicity and investor perceptions, by interest rate
changes and by government regulation.
Market
Volatility Risk. Markets
may be volatile and values of individual securities and other investments,
including those of a particular type, may decline significantly in response to
adverse issuer, political, regulatory, market, economic or other developments
that may cause broad changes in market value, public perceptions concerning
these developments, and adverse investor sentiment or publicity. Geopolitical
and other risks, including environmental and public health risks may add to
instability in world economies and markets generally. Changes in value may be
temporary or may last for extended periods. If the Fund sells a portfolio
position before it reaches its market peak, it may miss out on opportunities for
better performance.
Model
Risk. To a
significant extent, the Fund’s performance will depend on the success of
implementing and managing the investment models that assist in allocating the
Fund’s assets. Models that have been formulated on the basis of past market data
may not be indicative of future price movements. Models rely on data inputs and
such data may be incorrect or incomplete making the model unreliable. Models may
not be reliable or produce unexpected results if unusual or disruptive events
cause market moves the nature or size of which are inconsistent with the
historic performance of individual markets and their relationship to one another
or to other macroeconomic events. Models also may have hidden biases or exposure
to broad structural or sentiment shifts. In the event that actual events fail to
conform to the assumptions underlying such models, losses could be incurred. The
performance of the investment models may be impacted by software or other
technology malfunctions, programming inaccuracies, and similar
circumstances.
Mortgage-
and Asset-Backed Securities Risk. The value
of mortgage- and asset-backed securities, including collateralized mortgage
instruments, will be influenced by the factors affecting the housing market or
the assets underlying the securities. These securities tend to be more sensitive
to changes in interest rates than other types of debt securities. In addition,
investments in mortgage- and asset-backed securities may be subject to
prepayment risk and extension risk, call risk, credit risk, valuation risk, and
illiquid investment risk, sometimes to a higher degree than various other types
of debt securities. These securities are also subject to the risk of default on
the underlying mortgages or assets, particularly during periods of market
downturn, and an unexpectedly high rate of defaults on the underlying assets
will adversely affect the security’s
value.
Other
Investment Company Risk. To the
extent the Fund invests in other investment companies, including money market
funds and exchange-traded funds (ETFs), its performance will be affected by the
performance of those other investment companies. Investments in other investment
companies are subject to the risks of the other investment companies’
investments, as well as to the other investment companies’
expenses.
An ETF may
trade in the secondary market at a price below the value of its underlying
portfolio, may not be liquid and may be halted by the listing exchange. An
actively managed ETF’s performance will reflect its adviser’s ability to make
investment decisions that are suited to achieving the ETF’s investment
objectives. A passively managed ETF may not replicate the performance of the
index it intends to track.
Prepayment
and Extension Risk. The
Fund’s performance could be affected if borrowers pay back principal on certain
debt securities, such as mortgage- or asset-backed securities, before
(prepayment) or after (extension) the market anticipates such payments,
shortening or lengthening their duration. Due to a decline in interest rates or
an excess in cash flow into the issuer, a debt security might be called or
otherwise converted, prepaid or redeemed before maturity. As a result of
prepayment, the Fund may have to reinvest the proceeds in an investment offering
a lower yield, may not benefit from any increase in value that might otherwise
result from declining interest rates, and may lose any premium it paid to
acquire the security. Conversely, rising market interest rates generally result
in slower payoffs or extensions, which effectively increases the duration of
certain debt securities, heightening interest rate risk and increasing the
magnitude of any resulting price
declines.
Recent
Market Conditions. Both
U.S. and international markets have experienced significant volatility in recent
years. As a result of such volatility, investment returns may fluctuate
significantly. National economies are substantially interconnected, as are
global financial markets, which creates the possibility that conditions in one
country or region might adversely impact issuers in a different country or
region. However, the interconnectedness of economies and/or markets may be
diminishing or changing, which may impact such economies and markets in ways
that cannot be foreseen at this time.
Some
countries, including the U.S., have adopted more protectionist trade policies,
which is a trend that appears to be continuing globally. Slowing global economic
growth, the rise in protectionist trade policies, inflationary pressures,
changes to some major international trade and security agreements, risks
associated with the trade and security agreement between countries and regions,
including the U.S. and other foreign nations, political or economic dysfunction
within some countries or regions, including the U.S., and dramatic changes in
consumer sentiment, commodity prices and currency values could affect the
economies and markets of many nations, including the U.S., in ways that cannot
necessarily be foreseen at the present time and may create significant
volatility in the markets. In addition, these policies, including the impact on
the U.S. dollar, may decrease foreign demand for U.S. assets, which could have a
negative impact on certain issuers and/or
industries.
The
Federal Reserve and certain foreign central banks have started to lower interest
rates, though economic or other factors, such as inflation, could stop such
changes. It is difficult to accurately predict the pace at which interest rates
might change, the timing, frequency or magnitude of any such changes in interest
rates, or when such changes might stop or again reverse course. Additionally,
various economic and political factors could cause the Federal Reserve or other
foreign central banks to change their approach in the future and such actions
may result in an economic slowdown both in the U.S. and abroad. Unexpected
changes in interest rates could lead to significant market volatility or reduce
liquidity in certain sectors of the market. Deteriorating economic fundamentals
may, in turn, increase the risk of default or insolvency of particular issuers,
negatively impact market value, cause credit spreads to widen, and reduce bank
balance sheets. Any of these could cause an increase in market volatility,
reduce liquidity across various markets or decrease confidence in the
markets.
Regulators
in the U.S. have adopted a number of changes to regulations involving the
markets and issuers, some of which apply to the Fund. The full effect of such
regulations is not currently known and certain changes to regulation could limit
the Fund’s ability to pursue its investment strategies or make certain
investments, may make it more costly for it to operate, or adversely impact
performance. Additionally, it is possible that such regulations could be further
revised or rescinded, which creates material uncertainty on their impact to the
Fund.
Advancements
in technology, including advanced development and increased regulation of
artificial intelligence, may adversely impact market movements and liquidity. As
artificial intelligence is used more widely, which can occur relatively rapidly,
the profitability and growth of certain issuers and industries may be negatively
impacted in ways that cannot be foreseen and could adversely impact its
performance.
Tensions,
war, or open conflict between nations, such as between Russia and Ukraine, in
the Middle East, or in eastern Asia could affect the economies of many nations,
including the United States. The duration of ongoing hostilities and any
sanctions and related events cannot be predicted. Those events present material
uncertainty and risk with respect to markets globally and the performance of the
Fund and its investments or operations could be negatively
impacted.
High
public debt in the U.S. and other countries creates ongoing systemic and market
risks and policymaking uncertainty. There is no assurance that the U.S. Congress
will act to raise the nation’s debt ceiling; a failure to do so could cause
market turmoil and substantial investment risks that cannot now be fully
predicted. Unexpected political, regulatory and diplomatic events within the
U.S. and abroad may affect investor and consumer confidence and may adversely
impact financial markets and the broader economy.
Global
climate change can have potential effects on property and security values.
Certain issuers, industries and regions may be adversely affected by the impact
of climate change in ways that cannot be foreseen. The impact of legislation,
regulation and international accords related to climate change, including any
direct or indirect consequences that may not be foreseen, may negatively impact
certain issuers, industries and
regions.
Return
of Capital Risk. The Fund
expects to make monthly distributions regardless of its performance and seeks to
maintain relatively stable monthly distributions although the income earned by
the Fund might vary from month-to-month. As a result, all or a portion of such
distributions may represent a return of capital for tax purposes. A return of
capital is generally tax-free to the extent of a shareholder's basis in the
Fund's shares and reduces the shareholder's basis in their shares and results in
a higher capital gain or lower capital loss when the shares on which the return
of capital distribution was received are sold. After a shareholder's basis in
the shares has been reduced to zero, return of capital distributions will be
treated as gain from the sale of the shareholder's shares. The Fund's return of
capital distributions are not derived from the net income or earnings and
profits of the Fund. Shareholders should not assume that the source of
distributions is from the net profits of the Fund. The character of the Fund's
distributions may change from month-to-month and there is no guarantee that they
will be similar in the future.
Structured
Note Risk.
Structured notes are notes where the principal and/or interest is determined by
reference to the performance of a specific asset, benchmark asset, financial
instrument, market or interest rate. Generally, investments in such notes are
used as a substitute for positions in underlying indicators and involve many of
the same risks associated with a direct investment in the underlying indicator
the notes seek to replicate. Structured notes may be exchange traded or traded
over-the-counter and privately negotiated. Structured notes can have risks of
both fixed income securities and derivatives transactions, including leverage
risk. The interest and/or principal payments that may be made on a structured
note may vary widely, depending on a variety of factors, including changes in
the value of one or more specified reference instruments. The performance of
structured notes will not replicate exactly the performance of the underlying
indicator that the notes seek to replicate due to transaction costs and other
expenses. In addition, there may be a lag between a change in the value of the
underlying indicator and the value of the structured note. Structured notes are
subject to counterparty risk, which is the risk that the issuer of the
structured note will not fulfill its contractual obligation to complete the
transaction with the Fund. Investments in structured notes,
including
credit-linked notes, involve risks including interest rate risk, credit risk,
liquidity risk and market risk. Structured notes may be illiquid and may have a
limited trading market, making it difficult to value them or sell them at an
acceptable price.
U.S.
Government Securities Risk. Although
the Fund may hold securities that carry U.S. government guarantees, these
guarantees do not extend to shares of the Fund itself and do not guarantee the
market prices, including due to changes in interest rates, of the securities.
Furthermore, not all securities issued by the U.S. government and its agencies
and instrumentalities are backed by the full faith and credit of the U.S.
Treasury. Securities not backed by the full faith and credit of the U.S.
Treasury carry at least some risk of non-payment or
default.
Variable
and Floating Rate Instruments Risk. The
market prices of instruments with variable and floating interest rates are
generally less sensitive to interest rate changes than are the market prices of
instruments with fixed interest rates. Variable and floating rate instruments
may decline in value if market interest rates or interest rates paid by such
instruments do not move as expected. Certain types of floating rate instruments,
such as interests in bank loans, may be subject to greater liquidity risk than
other debt securities, may have restrictions on resale and may lack an active
market.
A
summary of the Fund’s additional principal investment risks is as
follows:
Operational
and Cybersecurity Risk. The Fund
and its service providers, and your ability to transact with the Fund, may be
negatively impacted due to operational matters arising from, among other
problems, human errors, processing and communications errors, counterparty and
third-party disruptions or errors, systems and technology disruptions or
failures, or cybersecurity incidents. Cybersecurity incidents may allow an
unauthorized party to gain access to fund assets, customer data, or proprietary
information, or cause the Fund or its service providers, as well as the
securities trading venues and their service providers, to suffer data corruption
or lose operational functionality, including those related to critical
functions. Cybersecurity incidents can result from deliberate attacks or
unintentional events. It is not possible for the Manager or the other Fund
service providers to identify all of the cybersecurity or other operational
risks that may affect the Fund or to develop processes and controls to
completely eliminate or mitigate their occurrence or effects. Most issuers in
which the Fund invests are heavily dependent on computers for data storage and
operations, and require ready access to the internet to conduct their business.
Thus, cybersecurity incidents could also affect issuers of securities in which
the Fund invests, leading to significant loss of value.
Artificial
Intelligence. The Fund
and its service providers, including its adviser, may utilize artificial
intelligence (“AI”) technologies, including machine learning models and
generative AI, to improve operational efficiency and in connection with
research. In addition, counterparties used by the Fund may utilize AI in their
business activities. While the Manager may restrict certain uses of AI tools,
the Fund and its adviser are not in a position to control the use of AI in
third-party products or services. The use of AI introduces numerous potential
challenges and the use of AI can lead to reputational damage, legal liabilities,
and competitive disadvantages, as well as negatively impact business operations,
which may occur with or without mismanagement in the use of the AI. AI requires
the collection and processing of substantial amounts of data, which poses risks
of data inaccuracies, incompleteness, and inherent biases, and which can degrade
the technology’s effectiveness and reliability. Such data can include
proprietary information, the use of which by AI may be unauthorized and subject
to potential liability. Rapid technological advancements further complicate risk
predictions, and competitors who adopt AI more swiftly may gain a competitive
edge. The complexity and opacity of AI systems raise significant accountability
and ethical concerns. AI has enhanced the ability of threat actors to amplify
the potency, scale, and speed of cybersecurity attacks. AI’s role in increasing
automation raises concerns about job displacement and may lead to economic and
social disruptions. The unpredictable nature of AI’s impact on market dynamics
complicates traditional risk assessment models, making it challenging to
identify risks and opportunities using historical data. Legal and regulatory
frameworks governing AI’s use, particularly concerning data privacy and
protection, are evolving rapidly. These changes could materially alter how AI is
used, which may negatively impact the
Fund.
Risk
Management. Risk is
an essential part of investing. No risk management program can eliminate the
Fund’s exposure to adverse events; at best, it may only reduce the possibility
that the Fund will be affected by such events, and especially those risks that
are not intrinsic to the Fund’s investment program. The Fund could experience
losses if judgments about risk prove to be
incorrect.
Valuation
Risk. The Fund
may not be able to sell an investment at the price at which the Fund has valued
the investment. Such differences could be significant, particularly for illiquid
securities and securities that trade in relatively thin markets and/or markets
that experience extreme volatility. If market or other conditions make it
difficult to value an investment, the Fund may be required to value such
investments using more subjective methods, known as fair value methodologies.
Using fair value methodologies to price investments may result in a value that
is different from an investment’s most recent price and from the prices used by
other funds to calculate their NAVs. The Fund uses pricing services to provide
values for certain securities and there
is no
assurance that the Fund will be able to sell an investment at the price
established by such pricing services. The Fund’s ability to value its
investments in an accurate and timely manner may be impacted by technological
issues and/or errors by third party service providers, such as pricing services
or accounting agents.
The
following bar chart and table provide an indication of the risks of investing in
the Fund. The Fund commenced operations after the assets of another investment
company, Neuberger Berman U.S. Equity Index PutWrite Strategy Fund (the
predecessor fund), were transferred to the Fund in a tax-free reorganization as
of the close of business on January 26, 2024. The Fund has adopted the
performance history of its predecessor fund. The information shown below prior
to January 26, 2024 is for the predecessor fund. The bar chart
shows how the Fund’s performance has varied from year to year. The
table below the bar chart shows what the returns would equal if you averaged out
actual performance over various lengths of time and compares the returns with
the returns of a broad-based market index and additional
indices. The broad-based market index is
required by regulation. The additional index or indices have characteristics
relevant to the Fund’s investment strategy. The indices are described in
“Descriptions of Indices” in the prospectus.
Returns
would have been lower if the Manager had not reimbursed certain expenses and/or
waived a portion of the investment management fees, including those of the
predecessor fund, during certain of the periods shown.
While the
Fund’s shares would have substantially similar annual returns to the
Institutional Class shares of the predecessor mutual fund, their performance may
differ from that shown because the Fund has lower expenses than the predecessor
fund’s Institutional Class shares. Performance for the Fund’s Shares has not
been adjusted to reflect the Fund’s Shares’ lower expenses than those of the
predecessor fund’s Institutional Class shares. Performance for the predecessor
fund is based on the NAV per share of the predecessor fund shares rather than on
market-determined prices.
Past performance (before and
after taxes) is not a prediction of future results. Visit
www.nb.com/ETF
or call 800-366-6264 for updated
performance information.
year-by-year
% Returns as of 12/31 each year
|
|
|
|
|
|
|
|
Year
to Date performance as of: |
|
|
average
annual total % returns as of 12/31/2024
|
|
|
|
Since
Inception
(09/16/2016) |
|
|
|
|
|
Return
After Taxes on Distributions |
|
|
|
Return
After Taxes on Distributions and Sale of Fund
Shares |
|
|
|
S&P
500®
Index (reflects no deduction for
fees, expenses or
taxes) |
|
|
|
50%
Cboe®
S&P 500 One-Week PutWrite Index / 50% Cboe®
S&P 500 PutWrite Index (reflects no
deduction
for fees, expenses or taxes) |
|
|
|
After-tax
returns are calculated using the historical highest individual federal
marginal income tax rates and do not reflect the impact of state and local
taxes.
Actual after-tax returns depend on an investor’s tax situation and may
differ from those shown. After-tax
returns are not relevant to investors who
hold
their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement
accounts. |
Neuberger
Berman Investment Advisers LLC (“NBIA” or the “Manager”) is the Fund’s
investment manager.
The Fund
is managed by Derek Devens, CFA (Managing Director of NBIA), Rory Ewing
(Managing Director of NBIA) and Eric Zhou (Senior Vice President of NBIA). Mr.
Devens joined the firm in 2016 and has managed the Fund since its inception in
2016, and Mr. Ewing joined the firm in 2016 and has been an Associate Portfolio
Manager of the Fund since February 2019. Mr. Zhou joined the firm in 2016 and
has been an Associate Portfolio Manager of the Fund since February
2022.
Buying
and Selling Shares
The Fund
issues and redeems Shares at its NAV only in a large specified number of Shares
each called a “Creation Unit,” or multiples thereof, and only with authorized
participants who have entered into contractual arrangements with the Fund’s
distributor.
Individual
Shares (rather than Creation Units) of the Fund may only be purchased and sold
on a national securities exchange through a broker or dealer at market price and
most investors will buy and sell Shares of the Fund on such an exchange. These
transactions do not involve the Fund. The prices at which individual Shares may
be purchased and sold on a national securities exchange through brokers are
based on market prices and, because Shares will trade at market prices rather
than at NAV, individual Shares of the Fund may trade at a price greater than or
less than NAV. Shares of the Fund are listed on NYSE Arca,
Inc.
An
investor may incur costs attributable to the difference between the highest
price a buyer is willing to pay to purchase Shares of the Fund (bid) and the
lowest price a seller is willing to accept for Shares (ask) when buying or
selling Shares in the secondary market (the “bid-ask spread”). Most investors
will incur customary brokerage commissions and charges when buying and selling
shares of the Fund through a broker/dealer.
Recent
information, including information about the Fund’s NAV, market price, premiums
and discounts, and bid-ask spreads, is included on the Fund’s website at
www.nb.com/ETF.
Unless you
invest in the Fund through a tax-advantaged retirement plan or account or are a
tax-exempt investor, you will be subject to tax on Fund distributions to you of
ordinary income and/or net capital gains. Those distributions generally are not
taxable to such a plan or account or a tax-exempt investor, although withdrawals
from certain retirement plans and accounts generally are subject to federal
income tax.
Payments
to Investment Providers and Other Financial Intermediaries
If you
purchase shares of the Fund through a broker/dealer or other financial
intermediary, such as a bank, brokerage firm, workplace retirement program, or
financial adviser (who may be affiliated with the Manager), the Fund and/or
Neuberger Berman BD LLC and/or its affiliates may pay the intermediary for the
sale of Fund shares and related services. These payments may create a conflict
of interest by influencing the broker/dealer or other financial intermediary and
its employees to recommend the Fund over another investment. Ask your financial
intermediary or visit its website for more information.
Neuberger
Quality Select ETF
The Fund
seeks long-term growth of capital.
These
tables below describe the fees and expenses that you may pay if you buy, hold
and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and example
below.
Shareholder
Fees
(fees
paid directly from your investment) |
|
Annual
Fund Operating Expenses
(expenses
that you pay each year as a % of the value of your
investment) |
|
|
|
|
|
|
|
Total
annual operating expenses |
|
Fee
waivers and/or expense reimbursement |
|
Total
annual operating expenses after fee waivers and/or expense
reimbursement2,3
|
|
The
expense example can help you compare costs among funds. The example assumes that
you invested $10,000 for the periods shown, that you redeemed all of your shares
at the end of those periods, that the Fund earned a hypothetical 5% total return
each year, and that the Fund's expenses were those in the table. Actual
performance and expenses may be higher or lower.
The Fund
pays transaction costs, such as commissions, when it buys and sells securities
(or “turns over” its portfolio). A higher portfolio turnover rate may indicate
higher transaction costs and may result in higher taxes when Fund shares are
held in a taxable account. These costs, which are not reflected in annual
operating expenses or in the example, affect the Fund’s performance. Because the
Fund is new and has not yet commenced operations prior to the date of this
prospectus, it does not have a portfolio turnover rate to
provide.
Principal
Investment Strategies
To pursue
its goal, the Fund seeks to invest primarily in common stocks of mid- to
large-capitalization companies that the Portfolio Manager believes to be
high-quality. The Fund defines mid-capitalization companies as those with a
total market capitalization of $2 billion and above, and large-capitalization
companies as those with a total market capitalization of $10 billion and above,
both at the time of initial purchase.
The
Portfolio Manager employs a fundamental, research-driven approach to stock
selection and portfolio construction, focusing on identifying what he believes
to be high-quality companies.
The
Portfolio Manager believes that high-quality companies are those with durable
competitive advantages—sources
of value that can
be maintained or become even more pronounced in the future. In seeking to
identify companies that the Portfolio Manager believes to be high quality, he
will consider one or more of the following characteristics: a durable business
franchise with a sound business model (i.e., established businesses focused on
long-term profitability and cash flows), high integrity management teams with a
history of successfully allocating capital and generating returns for
shareholders, and a conservative capital structure.
Furthermore,
among companies that meet these criteria, the Portfolio Manager looks for
companies exhibiting characteristics that in the Portfolio Manager’s judgement
are consistent with Quality at a Reasonable Price (“QARP”). In determining his
assessment of valuation, the Portfolio Manager may consider, return on invested
capital (“ROIC”), his assessment of future economic earnings, free cash flow
analysis, multiples of price to earnings, revenues, book values, or other
fundamental metrics, with the objective of buying what he believes to be
higher-quality companies at a reasonable price. While these judgments are
inevitably subjective and may be informed by both internally generated and
third-party metrics, the Portfolio Manager endeavors to avoid companies that do
not meet his QARP investment framework.
In
carrying out the investment strategy, the Portfolio Manager may rely on both
current information, such as a company’s current profitability, leverage, and
financial information, and future projections, which are based on the Portfolio
Manager’s assessment of future profitability, capital allocation, growth
opportunities, and the company’s ability to continue to maintain its competitive
advantage.
Consistent
with the Fund’s focus on identifying high-quality companies, the Portfolio
Manager considers whether companies demonstrate appropriate corporate governance
practices and are responsive to financially material social and environmental
issues. While this analysis is inherently subjective and may be informed by both
internally generated and third-party metrics, data and other information, the
Portfolio Manager believes that the consideration of financially material
governance, social and environmental considerations, alongside traditional
financial metrics, may enhance the Fund’s overall investment process. The
consideration of these factors does not apply to certain instruments, such as
certain derivative instruments, other registered investment companies, cash and
cash equivalents. The consideration of governance, social and environmental
factors as part of the investment process does not mean that the Fund pursues a
specific “impact” or “sustainable” investment strategy.
Although
the Fund invests primarily in domestic stocks, it may also invest in stocks of
foreign companies, including American Depositary Receipts (“ADRs”) and those in
emerging markets. The Fund seeks to reduce risk by investing across many
different industries. The Fund is a non-diversified fund, which means that it
can invest more of its assets in fewer companies than a diversified
fund.
The
Portfolio Manager follows a disciplined selling strategy and may sell a security
if he believes it is unattractively valued, if a company’s business fails to
perform as expected, or when other opportunities appear more
attractive.
PRINCIPAL
INVESTMENT RISKS
Most of
the Fund’s performance depends on what happens in the stock markets, the
Portfolio Manager's evaluation of those developments, and the success of the
Portfolio Manager in implementing the Fund’s investment strategies. The markets’
behavior can be difficult to predict, particularly in the short term. There can
be no guarantee that the Fund will achieve its goal.
The Fund
may take temporary defensive and cash management positions; to the extent it
does, it will not be pursuing its principal investment
strategies.
The actual
risk exposure taken by the Fund in its investment program will vary over time,
depending on various factors including the Portfolio Manager's evaluation of
issuer, political, regulatory, market, or economic developments. There can be no
guarantee that the Portfolio Manager will be successful in his attempts to
manage the risk exposure of the Fund or will appropriately evaluate or weigh the
multiple factors involved in investment decisions, including issuer, market
and/or instrument-specific analysis, valuation factors; and financially material
governance, social and environmental considerations.
The Fund
is not a bank deposit, and is not guaranteed or insured by the Federal Deposit
Insurance Corporation or any other government agency.
The value of your investment may fall, sometimes sharply, and you
could lose money by investing in the Fund.
Each of
the following risks, which are described in alphabetical order and not in order
of any presumed importance, can significantly affect the Fund’s performance. The
relative importance of, or potential exposure as a result of, each of these
risks will vary based on market and other investment-specific
considerations.
Depositary
Receipts Risk. Depositary
receipts are certificates issued by a financial institution evidencing ownership
of underlying foreign securities. While depositary receipts involve many of the
same risks of investing directly in the underlying foreign
securities,
they may be less liquid and more volatile than investing directly in such
securities. Depositary receipts are subject to the risk of fluctuation in the
currency exchange rate if, as is often the case, the underlying foreign
securities are denominated in foreign currency, and there may be an imperfect
correlation between the market value of depositary receipts and the underlying
foreign securities.
ETF
Risk. As an
exchange-traded fund (“ETF”), the Fund is subject to the following
risks:
Authorized
Participants Concentration Risk. The Fund
has a limited number of financial institutions that may act as authorized
participants. Only an authorized participant may transact in creation and
redemption transactions directly with the Fund, and authorized participants are
not obligated to engage in such transactions. To the extent they exit the
business or are otherwise unable or unwilling to proceed in creation and
redemption transactions with the Fund, such as in times of market stress, and no
other Authorized Participant is able to step forward to create or redeem,
trading in Fund shares may be significantly diminished, bid-ask spreads may
widen and shares of the Fund may be more likely to trade at a premium or
discount to net asset value (“NAV”) and possibly face trading halts or
delisting. To the extent the Fund invests in securities issued by non-U.S.
issuers or other securities or instruments that have lower trading volumes, this
risk is heightened.
International
Closed Market Trading Risk. To the
extent the Fund’s investments trade in markets that are closed when the Fund and
NYSE Arca, Inc. (“Exchange”) are open, there are likely to be deviations between
current pricing of an underlying security and the last quoted price for the
underlying security (i.e., the Fund’s quote from the closed foreign market). As
a result, premiums or discounts to NAV may develop in share prices, and bid-ask
spreads may be greater than those experienced by other funds. In addition,
shareholders may not be able to purchase or redeem their shares of the Fund, or
purchase or sell shares of the Fund on the Exchange, on days when the NAV of the
Fund could be significantly affected by events in the relevant non-U.S.
markets.
Premium/Discount
Risk. There may
be times when the market price of the Fund’s shares is more than the NAV
intra-day (at a premium) or less than the NAV intra-day (at a discount). As a
result, shareholders of the Fund may pay more than NAV when purchasing shares
and receive less than NAV when selling Fund shares. This risk is heightened in
times of market volatility or periods of steep market declines. In such market
conditions, market or stop loss orders to sell Fund shares may be executed at
prices well below NAV.
Secondary
Market Trading Risk. Investors
buying or selling shares in the secondary market will normally pay brokerage
commissions, which are often a fixed amount and may be a significant
proportional cost for investors buying or selling relatively small amounts of
shares. Secondary market trading is subject to bid-ask spreads, which is the
difference between the highest price a buyer is willing to pay to purchase
shares of a fund (bid) and the lowest price a seller is willing to accept for
shares (ask) when buying or selling shares in the secondary market, and trading
in Fund shares may be halted by the Exchange because of market conditions or
other reasons. If a trading halt occurs, a shareholder may temporarily be unable
to purchase or sell shares of the Fund. The bid-ask spread, which varies over
time, is generally narrower if the Fund has more trading volume and market
liquidity and wider if the Fund has less trading volume and market liquidity. In
addition, the bid-ask spread can be affected by the liquidity of the Fund’s
underlying investments and can widen if the Fund’s underlying investments become
less liquid or illiquid. In addition, although the Fund’s shares are listed on
the Exchange, there can be no assurance that an active trading market for shares
will develop or be maintained, that bid-ask spreads will be narrow, or that the
Fund’s shares will continue to be listed.
Foreign
Exposure Risk.
Securities issued by U.S. entities with substantial foreign operations or
holdings, or issued by foreign entities listed on a U.S. exchange, may involve
additional risks relating to political, economic, or regulatory conditions in
those foreign countries, as well as currency exchange
rates.
Foreign
and Emerging Market Risk. Foreign
securities involve risks in addition to those associated with comparable U.S.
securities. Additional risks include exposure to less developed or less
efficient trading markets; social, political, diplomatic, or economic
instability; trade barriers and other protectionist trade policies (including
those of the U.S.); imposition of economic sanctions against a particular
country or countries, organizations, companies, entities and/or individuals;
significant government involvement in an economy and/or market structure;
fluctuations in foreign currencies or currency redenomination; potential for
default on sovereign debt; nationalization or expropriation of assets;
settlement, custodial or other operational risks; higher transaction costs;
confiscatory withholding or other taxes; and less stringent auditing and
accounting, corporate disclosure, governance, and legal standards. As a result,
foreign securities may fluctuate more widely in price, and may also be less
liquid, than comparable U.S. securities. Regardless of where a company is
organized or its stock is traded, its performance may be affected significantly
by events in regions from which it derives its profits or in which it conducts
significant operations.
Investing
in emerging market countries involves risks in addition to and greater than
those generally associated with investing in more developed foreign countries.
The governments of emerging market countries may be more unstable and more
likely to impose capital controls, nationalize a company or industry, place
restrictions on foreign ownership and on withdrawing sale proceeds of securities
from the country, intervene in the financial markets, and/or impose burdensome
taxes that could adversely affect security prices. To the extent a foreign
security is denominated in U.S. dollars, there is also the risk that a foreign
government will not let U.S. dollar-denominated assets leave the country. In
addition, the economies of emerging market countries may be dependent on
relatively few industries that are more susceptible to local and global changes.
Emerging market countries may also have less developed legal and accounting
systems, and their legal systems may deal with issuer bankruptcies and defaults
differently than U.S. law would. Securities markets in emerging market countries
are also relatively small and have substantially lower trading volumes.
Securities of issuers in emerging market countries may be more volatile and less
liquid than securities of issuers in foreign countries with more developed
economies or markets and the situation may require that the Fund fair value its
holdings in those countries.
Securities
of issuers traded on foreign exchanges may be suspended, either by the issuers
themselves, by an exchange, or by governmental authorities. The likelihood of
such suspensions may be higher for securities of issuers in emerging or
less-developed market countries than in countries with more developed markets.
Trading suspensions may be applied from time to time to the securities of
individual issuers for reasons specific to that issuer, or may be applied
broadly by exchanges or governmental authorities in response to market events.
Suspensions may last for significant periods of time, during which trading in
the securities and in instruments that reference the securities, such as
derivative instruments, may be halted. In the event that the Fund holds material
positions in such suspended securities or instruments, the Fund’s ability to
liquidate its positions or provide liquidity to investors may be compromised and
the Fund could incur significant
losses.
Growth
Stock Risk. Because
the prices of most growth stocks are based on future expectations, these stocks
tend to be more sensitive than value stocks to bad economic news and negative
earnings surprises. When these expectations are not met or decrease, the prices
of these stocks may decline, sometimes sharply, even if earnings showed an
absolute increase. Bad economic news or changing investor perceptions may
adversely affect growth stocks across several sectors and industries
simultaneously.
Issuer-Specific
Risk. An
individual security may be more volatile, and may perform differently, than the
market as a whole.
Large
Shareholder Risk. Certain
large shareholders, including Authorized Participants, may from time to time own
a substantial amount of the Fund’s shares. There is no requirement that these
shareholders maintain their investment in the Fund. There is a risk that such
large shareholders or that the Fund’s shareholders generally may redeem all or a
substantial portion of their investments in the Fund in a short period of time,
which could have a significant negative impact on the Fund’s NAV, liquidity,
brokerage costs, and expenses. Large redemptions could also result in tax
consequences to shareholders and impact the Fund’s ability to implement its
investment strategy.
Market
Volatility Risk. Markets
may be volatile and values of individual securities and other investments,
including those of a particular type, may decline significantly in response to
adverse issuer, political, regulatory, market, economic or other developments
that may cause broad changes in market value, public perceptions concerning
these developments, and adverse investor sentiment or publicity. Geopolitical
and other risks, including environmental and public health risks may add to
instability in world economies and markets generally. Changes in value may be
temporary or may last for extended periods. If the Fund sells a portfolio
position before it reaches its market peak, it may miss out on opportunities for
better performance.
Mid-
and Large-Cap Companies Risk. At times,
mid- and large-cap companies may be out of favor with investors. Compared to
smaller companies, large-cap companies may be unable to respond as quickly to
changes and opportunities and may grow at a slower rate. Compared to larger
companies, mid-cap companies may depend on a more limited management group, may
have a shorter history of operations, less publicly available information, less
stable earnings, and limited product lines, markets or financial resources. The
securities of mid-cap companies are often more volatile and less liquid than the
securities of larger companies and may be more affected than other types of
securities by the underperformance of a sector, during market downturns, by
adverse publicity and investor perceptions, by interest rate changes and by
government regulation.
New
Fund Risk. The Fund
may not be successful in implementing its investment strategy, and its
investment strategy may not be successful under all future market conditions,
either of which could result in the Fund being liquidated at some future time
without shareholder approval and/or at a time that may not be favorable for
certain shareholders. New funds may not attract sufficient assets to achieve
investment, trading or other efficiencies and, if the Fund does not grow in
size, it will be at greater risk than larger funds of wider bid-ask spreads for
its shares, trading at a greater premium or discount to NAV and/or a stop to
trading.
Non-Diversified
Fund Risk.
The Fund is classified as non-diversified. As such, the percentage
of the Fund’s assets invested in any single issuer or a few issuers is not
limited as much as it is for a fund classified as diversified. Investing a
higher percentage of its assets in any one or a few issuers could increase the
Fund’s risk of loss and its share price volatility, because the value of its
shares would be more susceptible to adverse events affecting those
issuers.
Recent
Market Conditions. Both
U.S. and international markets have experienced significant volatility in recent
years. As a result of such volatility, investment returns may fluctuate
significantly. National economies are substantially interconnected, as are
global financial markets, which creates the possibility that conditions in one
country or region might adversely impact issuers in a different country or
region. However, the interconnectedness of economies and/or markets may be
diminishing or changing, which may impact such economies and markets in ways
that cannot be foreseen at this time.
Some
countries, including the U.S., have adopted more protectionist trade policies,
which is a trend that appears to be continuing globally. Slowing global economic
growth, the rise in protectionist trade policies, inflationary pressures,
changes to some major international trade and security agreements, risks
associated with the trade and security agreement between countries and regions,
including the U.S. and other foreign nations, political or economic dysfunction
within some countries or regions, including the U.S., and dramatic changes in
consumer sentiment, commodity prices and currency values could affect the
economies and markets of many nations, including the U.S., in ways that cannot
necessarily be foreseen at the present time and may create significant
volatility in the markets. In addition, these policies, including the impact on
the U.S. dollar, may decrease foreign demand for U.S. assets, which could have a
negative impact on certain issuers and/or industries.
The
Federal Reserve and certain foreign central banks have started to lower interest
rates, though economic or other factors, such as inflation, could stop such
changes. It is difficult to accurately predict the pace at which interest rates
might change, the timing, frequency or magnitude of any such changes in interest
rates, or when such changes might stop or again reverse course. Additionally,
various economic and political factors could cause the Federal Reserve or other
foreign central banks to change their approach in the future and such actions
may result in an economic slowdown both in the U.S. and abroad. Unexpected
changes in interest rates could lead to significant market volatility or reduce
liquidity in certain sectors of the market. Deteriorating economic fundamentals
may, in turn, increase the risk of default or insolvency of particular issuers,
negatively impact market value, cause credit spreads to widen, and reduce bank
balance sheets. Any of these could cause an increase in market volatility,
reduce liquidity across various markets or decrease confidence in the
markets.
Regulators
in the U.S. have adopted a number of changes to regulations involving the
markets and issuers, some of which apply to the Fund. The full effect of such
regulations is not currently known and certain changes to regulation could limit
the Fund’s ability to pursue its investment strategies or make certain
investments, may make it more costly for it to operate, or adversely impact
performance. Additionally, it is possible that such regulations could be further
revised or rescinded, which creates material uncertainty on their impact to the
Fund.
Advancements
in technology, including advanced development and increased regulation of
artificial intelligence, may adversely impact market movements and liquidity. As
artificial intelligence is used more widely, which can occur relatively rapidly,
the profitability and growth of certain issuers and industries may be negatively
impacted in ways that cannot be foreseen and could adversely impact its
performance.
Tensions,
war, or open conflict between nations, such as between Russia and Ukraine, in
the Middle East, or in eastern Asia could affect the economies of many nations,
including the United States. The duration of ongoing hostilities and any
sanctions and related events cannot be predicted. Those events present material
uncertainty and risk with respect to markets globally and the performance of the
Fund and its investments or operations could be negatively
impacted.
High
public debt in the U.S. and other countries creates ongoing systemic and market
risks and policymaking uncertainty. There is no assurance that the U.S. Congress
will act to raise the nation’s debt ceiling; a failure to do so could cause
market turmoil and substantial investment risks that cannot now be fully
predicted. Unexpected political, regulatory and diplomatic events within the
U.S. and abroad may affect investor and consumer confidence and may adversely
impact financial markets and the broader economy.
Global
climate change can have potential effects on property and security values.
Certain issuers, industries and regions may be adversely affected by the impact
of climate change in ways that cannot be foreseen. The impact of legislation,
regulation and international accords related to climate change, including any
direct or indirect consequences that may not be foreseen, may negatively impact
certain issuers, industries and
regions.
Sector
Risk. From
time to time, based on market or economic conditions, the Fund may have
significant positions in one or more sectors of the market. To the extent the
Fund invests more heavily in particular sectors, its performance will be
especially
sensitive
to developments that significantly affect those sectors. Individual sectors or
sub-sectors may be more volatile, and may perform differently, than the broader
market. The industries that constitute a sector may all react in the same way to
economic, political or regulatory
events.
Tax
Risk. To the
extent the Fund acquires assets at its launch through one or more in-kind
contributions that are intended to qualify as tax-deferred transactions governed
by Section 351 of the Internal Revenue Code, and if one or more of the in-kind
contributions were to fail to qualify for tax-deferred treatment, then the Fund
would not take a carryover tax basis in the applicable contributed assets, which
could negatively impact the Fund, the investors contributing the assets and
other shareholders in the Fund. This could cause the Fund to incorrectly
calculate and report to shareholders the amount of gain or loss recognized
and/or the character of gain or loss (e.g., as long-term or short-term) on the
subsequent disposition of such assets. This could also cause the Fund to
incorrectly calculate the amounts required to be distributed, which could result
in the recharacterization of the tax character of distributions after they have
been made.
The
failure of a contribution to satisfy the requirements of Section 351 would cause
the contribution to be treated as a taxable event and the contributing
shareholder would recognize gain or loss on the contributed assets in the year
the contribution is made. If this failure is not discovered until a later date,
this could also cause the contributing shareholder to incorrectly calculate and
report gain or loss on its disposition of its Fund shares.
The Fund
makes no representations as to whether any of such in-kind contributions qualify
for Section 351 treatment, or as to any ancillary tax consequences.
Additionally, future changes in the Internal Revenue Code or regulations and
interpretations applicable to Section 351 could impact the tax treatment of such
in-kind contributions. Potential contributors to the Fund are urged to consult
their own tax advisors.
Value
Stock Risk. Value
stocks are those stocks whose stock prices, whether based on earnings, book
value, or other financial measures, do not reflect their full economic
opportunities. Value stocks may remain undervalued for extended periods of time,
may decrease in value during a given period, may not ever realize what the
portfolio management team believes to be their full value, or the portfolio
management team’s assumptions about intrinsic value or potential for
appreciation may be incorrect. This may happen, among other reasons, because of
a failure to anticipate which stocks or industries would benefit from changing
market or economic conditions or investor preferences.
A
summary of the Fund’s additional principal investment risks is as
follows:
Operational
and Cybersecurity Risk. The Fund
and its service providers, and your ability to transact with the Fund, may be
negatively impacted due to operational matters arising from, among other
problems, human errors, processing and communications errors, counterparty and
third-party disruptions or errors, systems and technology disruptions or
failures, or cybersecurity incidents. Cybersecurity incidents may allow an
unauthorized party to gain access to fund assets, customer data, or proprietary
information, or cause the Fund or its service providers, as well as the
securities trading venues and their service providers, to suffer data corruption
or lose operational functionality, including those related to critical
functions. Cybersecurity incidents can result from deliberate attacks or
unintentional events. It is not possible for the Manager or the other Fund
service providers to identify all of the cybersecurity or other operational
risks that may affect the Fund or to develop processes and controls to
completely eliminate or mitigate their occurrence or effects. Most issuers in
which the Fund invests are heavily dependent on computers for data storage and
operations, and require ready access to the internet to conduct their business.
Thus, cybersecurity incidents could also affect issuers of securities in which
the Fund invests, leading to significant loss of value.
Artificial
Intelligence. The Fund
and its service providers, including its adviser, may utilize artificial
intelligence (“AI”) technologies, including machine learning models and
generative AI, to improve operational efficiency and in connection with
research. In addition, counterparties used by the Fund may utilize AI in their
business activities. While the Manager may restrict certain uses of AI tools,
the Fund and its adviser are not in a position to control the use of AI in
third-party products or services. The use of AI introduces numerous potential
challenges and the use of AI can lead to reputational damage, legal liabilities,
and competitive disadvantages, as well as negatively impact business operations,
which may occur with or without mismanagement in the use of the AI. AI requires
the collection and processing of substantial amounts of data, which poses risks
of data inaccuracies, incompleteness, and inherent biases, and which can degrade
the technology’s effectiveness and reliability. Such data can include
proprietary information, the use of which by AI may be unauthorized and subject
to potential liability. Rapid technological advancements further complicate risk
predictions, and competitors who adopt AI more swiftly may gain a competitive
edge. The complexity and opacity of AI systems raise significant accountability
and ethical concerns. AI has enhanced the ability of threat actors to amplify
the potency, scale, and speed of cybersecurity attacks. AI’s role in increasing
automation raises concerns about job displacement and may lead to economic and
social disruptions. The unpredictable nature of AI’s impact on market dynamics
complicates
traditional
risk assessment models, making it challenging to identify risks and
opportunities using historical data. Legal and regulatory frameworks governing
AI’s use, particularly concerning data privacy and protection, are evolving
rapidly. These changes could materially alter how AI is used, which may
negatively impact the Fund.
Risk
Management. Risk is
an essential part of investing. No risk management program can eliminate the
Fund’s exposure to adverse events; at best, it may only reduce the possibility
that the Fund will be affected by such events, and especially those risks that
are not intrinsic to the Fund’s investment program. The Fund could experience
losses if judgments about risk prove to be
incorrect.
Valuation
Risk. The Fund
may not be able to sell an investment at the price at which the Fund has valued
the investment. Such differences could be significant, particularly for illiquid
securities and securities that trade in relatively thin markets and/or markets
that experience extreme volatility. If market or other conditions make it
difficult to value an investment, the Fund may be required to value such
investments using more subjective methods, known as fair value methodologies.
Using fair value methodologies to price investments may result in a value that
is different from an investment’s most recent price and from the prices used by
other funds to calculate their NAVs. The Fund uses pricing services to provide
values for certain securities and there is no assurance that the Fund will be
able to sell an investment at the price established by such pricing services.
The Fund’s ability to value its investments in an accurate and timely manner may
be impacted by technological issues and/or errors by third party service
providers, such as pricing services or accounting agents.
Performance
history will be included for the Fund after the Fund has been in operation for
one calendar year. Until that time, visit www.nb.com/ETF
or call (877)-628-2583 for
performance information. Past performance (before and
after taxes) is not a prediction of future
results.
Neuberger
Berman Investment Advisers LLC (“NBIA” or the “Manager”) is the Fund’s
investment manager.
The Fund
is managed by Daniel P. Hanson, CFA (Managing Director of the Manager). Mr.
Hanson has managed the Fund since its inception.
Buying
and Selling Shares
The Fund
issues and redeems Shares at its NAV only in a large specified number of Shares
each called a “Creation Unit,” or multiples thereof, and only with authorized
participants who have entered into contractual arrangements with the Fund’s
distributor.
Individual
Shares (rather than Creation Units) of the Fund may only be purchased and sold
on a national securities exchange through a broker or dealer at market price and
most investors will buy and sell Shares of the Fund on such an exchange. These
transactions do not involve the Fund. The prices at which individual Shares may
be purchased and sold on a national securities exchange through brokers are
based on market prices and, because Shares will trade at market prices rather
than at NAV, individual Shares of the Fund may trade at a price greater than or
less than NAV. Shares of the Fund are listed on NYSE Arca,
Inc.
An
investor may incur costs attributable to the difference between the highest
price a buyer is willing to pay to purchase Shares of the Fund (bid) and the
lowest price a seller is willing to accept for Shares (ask) when buying or
selling Shares in the secondary market (the “bid-ask spread”). Most investors
will incur customary brokerage commissions and charges when buying and selling
shares of the Fund through a broker/dealer.
Recent
information, including information about the Fund’s NAV, market price, premiums
and discounts, and bid-ask spreads, will be included on the Fund’s website at
www.nb.com/ETF.
Unless you
invest in the Fund through a tax-advantaged retirement plan or account or are a
tax-exempt investor, you will be subject to tax on Fund distributions to you of
ordinary income and/or net capital gains. Those distributions generally are not
taxable to such a plan or account or a tax-exempt investor, although withdrawals
from certain retirement plans and accounts generally are subject to federal
income tax.
Payments
to Investment Providers and Other Financial Intermediaries
If you
purchase shares of the Fund through a broker/dealer or other financial
intermediary, such as a bank, brokerage firm, workplace retirement program, or
financial adviser (who may be affiliated with the Manager), the Fund and/or
Neuberger Berman BD LLC and/or its affiliates may pay the intermediary for the
sale of Fund shares and related services. These payments may create a conflict
of interest by influencing the broker/dealer or other financial intermediary and
its employees to recommend the Fund over another investment. Ask your financial
intermediary or visit its website for more information.
Neuberger
Small-Mid Cap ETF
The Fund
seeks growth of capital.
These
tables below describe the fees and expenses that you may pay if you buy, hold
and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and example
below.
Shareholder
Fees (fees
paid directly from your investment) |
|
Annual
Fund Operating Expenses (expenses
that you pay each year as a % of the value of your
investment) |
|
|
|
|
|
|
|
Total
annual operating expenses |
|
Fee
waivers and/or expense reimbursement2
|
|
Total
annual operating expenses after fee waivers and/or expense
reimbursement3
|
|
The
expense example can help you compare costs among funds. The example assumes that
you invested $10,000 for the periods shown, that you redeemed all of your shares
at the end of those periods, that the Fund earned a hypothetical 5% total return
each year, and that the Fund's expenses were those in the table. Actual
performance and expenses may be higher or lower.
The Fund
pays transaction costs, such as commissions, when it buys and sells securities
(or “turns over” its portfolio). A higher portfolio turnover rate may indicate
higher transaction costs and may result in higher taxes when Fund shares are
held in a taxable account. These costs, which are not reflected in annual
operating expenses or in the example, affect the Fund’s performance. During the
most recent fiscal year the Fund’s portfolio turnover rate was 39% of the average value of its
portfolio.
Principal
Investment Strategies
To pursue
its goal, the Fund normally invests 80% of its net assets in securities of
small- and mid-capitalization companies. For purposes of this policy, the Fund
considers a company to be small or mid capitalization if it has a market
capitalization within the market capitalization range of companies in the
Russell 2000® Index or the Russell Midcap® Index, at the time of initial
purchase.
At times,
the Portfolio Managers may emphasize certain sectors that they believe will
benefit from market or economic trends.
Although
the Fund invests primarily in domestic securities, it may also invest up to 10%
of its assets in securities of foreign companies.
The
Portfolio Managers use bottom-up, fundamental security analysis to identify what
they believe to be undervalued companies whose current market shares and balance
sheets are strong. In addition, the Portfolio Managers tend to focus on
companies whose financial strength is largely based on existing business lines
rather than on projected growth. The Portfolio Managers seek to identify
growing, financially strong small and mid-cap companies that they believe are
mispriced due to a lack of analyst research
coverage
and the market’s focus on short-term time horizons. The Portfolio Managers
attempt to exploit these market inefficiencies and look for opportunities to
invest in companies they believe to be undervalued. Factors in identifying such
companies may include: a history of above average returns; an established market
niche; circumstances that would make it difficult for new competitors to enter
the market; the ability to finance their own growth; and a belief that the
company has sound future business prospects. This approach is designed to let
the Fund benefit from potential increases in stock prices, while endeavoring to
limit the risks typically associated with small- and mid-cap securities. The
Portfolio Managers seek to manage investment risk by maintaining broad issuer
and industry diversification among companies, and by utilizing fundamental
analysis of risk/return characteristics in securities selection.
As part of
their fundamental investment analysis the Portfolio Managers consider
environmental, social and governance factors they believe are financially
material to individual investments, where applicable. While this analysis is
inherently subjective and may be informed by both internally generated and
third-party metrics, data and other information, the Portfolio Managers believe
that the consideration of financially material environmental, social and
governance factors, alongside traditional financial metrics, may enhance the
Fund’s overall investment process. The consideration of environmental, social
and governance factors does not apply to certain instruments, such as certain
derivative instruments, other registered investment companies, cash and cash
equivalents. The consideration of environmental, social and governance factors
as part of the investment process does not mean that the Fund pursues a specific
“impact” or “sustainable” investment strategy.
The
Portfolio Managers follow a disciplined selling strategy and may sell a security
when it reaches a target price, if a company’s business fails to perform as
expected, or when other opportunities appear more attractive.
The Fund
will not change its strategy of normally investing at least 80% of its net
assets in securities of small- and mid- capitalization companies, without
providing shareholders at least 60 days’ notice. This test is applied at the
time the Fund invests; later percentage changes caused by a change in Fund
assets, market values or company circumstances will not require the Fund to
dispose of a holding.
PRINCIPAL
INVESTMENT RISKS
Most of
the Fund’s performance depends on what happens in the stock markets, the
Portfolio Managers’ evaluation of those developments, and the success of the
Portfolio Managers in implementing the Fund’s investment strategies. The
markets’ behavior can be difficult to predict, particularly in the short term.
There can be no guarantee that the Fund will achieve its goal.
The Fund
may take temporary defensive and cash management positions; to the extent it
does, it will not be pursuing its principal investment
strategies.
The actual
risk exposure taken by the Fund in its investment program will vary over time,
depending on various factors including the Portfolio Managers' evaluation of
issuer, political, regulatory, market, or economic developments. There can be no
guarantee that the Portfolio Managers will be successful in their attempts to
manage the risk exposure of the Fund or will appropriately evaluate or weigh the
multiple factors involved in investment decisions, including issuer, market
and/or instrument-specific analysis, valuation and financially material
environmental, social and governance factors.
The Fund
is not a bank deposit, and is not guaranteed or insured by the Federal Deposit
Insurance Corporation or any other government agency.
The value of your investment may fall, sometimes sharply, and you
could lose money by investing in the Fund.
Each of
the following risks, which are described in alphabetical order and not in order
of any presumed importance, can significantly affect the Fund’s performance. The
relative importance of, or potential exposure as a result of, each of these
risks will vary based on market and other investment-specific
considerations.
ETF
Risk. As an
exchange-traded fund (“ETF”), the Fund is subject to the following
risks:
Authorized
Participants Concentration Risk. The Fund
has a limited number of financial institutions that may act as authorized
participants. Only an authorized participant may transact in creation and
redemption transactions directly with the Fund, and authorized participants are
not obligated to engage in such transactions. To the extent they exit the
business or are otherwise unable or unwilling to proceed in creation and
redemption transactions with the Fund, such as in times of market stress, and no
other Authorized Participant is able to step forward to create or redeem,
trading in Fund shares may be significantly diminished, bid-ask spreads may
widen and shares of the Fund may be more likely to trade at a premium or
discount to net asset value (“NAV”) and possibly face trading halts or
delisting. To the extent the Fund invests in securities issued by non-U.S.
issuers or other securities or instruments that have lower trading volumes, this
risk is heightened.
International
Closed Market Trading Risk. To the
extent the Fund’s investments trade in markets that are closed when the Fund and
NYSE Arca, Inc. (“Exchange”) are open, there are likely to be deviations between
current pricing of an underlying security and the last quoted price for the
underlying security (i.e., the Fund’s quote from the closed foreign market). As
a result, premiums or discounts to NAV may develop in share prices, and bid-ask
spreads may be greater than those experienced by other funds. In addition,
shareholders may not be able to purchase or redeem their shares of the Fund, or
purchase or sell shares of the Fund on the Exchange, on days when the NAV of the
Fund could be significantly affected by events in the relevant non-U.S.
markets.
Premium/Discount
Risk. There may
be times when the market price of the Fund’s shares is more than the NAV
intra-day (at a premium) or less than the NAV intra-day (at a discount). As a
result, shareholders of the Fund may pay more than NAV when purchasing shares
and receive less than NAV when selling Fund shares. This risk is heightened in
times of market volatility or periods of steep market declines. In such market
conditions, market or stop loss orders to sell Fund shares may be executed at
prices well below NAV.
Secondary
Market Trading Risk. Investors
buying or selling shares in the secondary market will normally pay brokerage
commissions, which are often a fixed amount and may be a significant
proportional cost for investors buying or selling relatively small amounts of
shares. Secondary market trading is subject to bid-ask spreads, which is the
difference between the highest price a buyer is willing to pay to purchase
shares of a fund (bid) and the lowest price a seller is willing to accept for
shares (ask) when buying or selling shares in the secondary market, and trading
in Fund shares may be halted by the Exchange because of market conditions or
other reasons. If a trading halt occurs, a shareholder may temporarily be unable
to purchase or sell shares of the Fund. The bid-ask spread, which varies over
time, is generally narrower if the Fund has more trading volume and market
liquidity and wider if the Fund has less trading volume and market liquidity. In
addition, the bid-ask spread can be affected by the liquidity of the Fund’s
underlying investments and can widen if the Fund’s underlying investments become
less liquid or illiquid. In addition, although the Fund’s shares are listed on
the Exchange, there can be no assurance that an active trading market for shares
will develop or be maintained, that bid-ask spreads will be narrow, or that the
Fund’s shares will continue to be listed.
Foreign
Exposure Risk.
Securities issued by U.S. entities with substantial foreign operations or
holdings, or issued by foreign entities listed on a U.S. exchange, may involve
additional risks relating to political, economic, or regulatory conditions in
those foreign countries, as well as currency exchange
rates.
Foreign
Risk. Foreign
securities involve risks in addition to those associated with comparable U.S.
securities. Additional risks include exposure to less developed or less
efficient trading markets; social, political, diplomatic, or economic
instability; trade barriers and other protectionist trade policies (including
those of the U.S.); imposition of economic sanctions against a particular
country or countries, organizations, companies, entities and/or individuals;
significant government involvement in an economy and/or market structure;
fluctuations in foreign currencies or currency redenomination; potential for
default on sovereign debt; nationalization or expropriation of assets;
settlement, custodial or other operational risks; higher transaction costs;
confiscatory withholding or other taxes; and less stringent auditing and
accounting, corporate disclosure, governance, and legal standards. As a result,
foreign securities may fluctuate more widely in price, and may also be less
liquid, than comparable U.S. securities. World markets, or those in a particular
region, may all react in similar fashion to important economic or political
developments. In addition, foreign markets may perform differently than the U.S.
market. The effect of economic instability on specific foreign markets or
issuers may be difficult to predict or evaluate. Regardless of where a company
is organized or its stock is traded, its performance may be affected
significantly by events in regions from which it derives its profits or in which
it conducts significant operations.
Securities
of issuers traded on foreign exchanges may be suspended, either by the issuers
themselves, by an exchange, or by governmental authorities. Trading suspensions
may be applied from time to time to the securities of individual issuers for
reasons specific to that issuer, or may be applied broadly by exchanges or
governmental authorities in response to market events. In the event that the
Fund holds material positions in such suspended securities or instruments, the
Fund’s ability to liquidate its positions or provide liquidity to investors may
be compromised and the Fund could incur significant
losses.
Issuer-Specific
Risk. An
individual security may be more volatile, and may perform differently, than the
market as a whole.
Large
Shareholder Risk. Certain
large shareholders, including Authorized Participants, may from time to time own
a substantial amount of the Fund’s shares. There is no requirement that these
shareholders maintain their investment in the Fund. There is a risk that such
large shareholders or that the Fund’s shareholders generally may redeem all or a
substantial portion of their investments in the Fund in a short period of time,
which could have a significant negative impact on the Fund’s NAV, liquidity,
brokerage
costs, and expenses. Large redemptions could also result in tax consequences to
shareholders and impact the Fund’s ability to implement its investment
strategy.
Market
Volatility Risk. Markets
may be volatile and values of individual securities and other investments,
including those of a particular type, may decline significantly in response to
adverse issuer, political, regulatory, market, economic or other developments
that may cause broad changes in market value, public perceptions concerning
these developments, and adverse investor sentiment or publicity. Geopolitical
and other risks, including environmental and public health risks may add to
instability in world economies and markets generally. Changes in value may be
temporary or may last for extended periods. If the Fund sells a portfolio
position before it reaches its market peak, it may miss out on opportunities for
better performance.
New
Fund Risk. The Fund
may not be successful in implementing its investment strategy, and its
investment strategy may not be successful under all future market conditions,
either of which could result in the Fund being liquidated at some future time
without shareholder approval and/or at a time that may not be favorable for
certain shareholders. New funds may not attract sufficient assets to achieve
investment, trading or other efficiencies and, if the Fund does not grow in
size, it will be at greater risk than larger funds of wider bid-ask spreads for
its shares, trading at a greater premium or discount to NAV and/or a stop to
trading.
Recent
Market Conditions. Both
U.S. and international markets have experienced significant volatility in recent
years. As a result of such volatility, investment returns may fluctuate
significantly. National economies are substantially interconnected, as are
global financial markets, which creates the possibility that conditions in one
country or region might adversely impact issuers in a different country or
region. However, the interconnectedness of economies and/or markets may be
diminishing or changing, which may impact such economies and markets in ways
that cannot be foreseen at this time.
Some
countries, including the U.S., have adopted more protectionist trade policies,
which is a trend that appears to be continuing globally. Slowing global economic
growth, the rise in protectionist trade policies, inflationary pressures,
changes to some major international trade and security agreements, risks
associated with the trade and security agreement between countries and regions,
including the U.S. and other foreign nations, political or economic dysfunction
within some countries or regions, including the U.S., and dramatic changes in
consumer sentiment, commodity prices and currency values could affect the
economies and markets of many nations, including the U.S., in ways that cannot
necessarily be foreseen at the present time and may create significant
volatility in the markets. In addition, these policies, including the impact on
the U.S. dollar, may decrease foreign demand for U.S. assets, which could have a
negative impact on certain issuers and/or industries.
The
Federal Reserve and certain foreign central banks have started to lower interest
rates, though economic or other factors, such as inflation, could stop such
changes. It is difficult to accurately predict the pace at which interest rates
might change, the timing, frequency or magnitude of any such changes in interest
rates, or when such changes might stop or again reverse course. Additionally,
various economic and political factors could cause the Federal Reserve or other
foreign central banks to change their approach in the future and such actions
may result in an economic slowdown both in the U.S. and abroad. Unexpected
changes in interest rates could lead to significant market volatility or reduce
liquidity in certain sectors of the market. Deteriorating economic fundamentals
may, in turn, increase the risk of default or insolvency of particular issuers,
negatively impact market value, cause credit spreads to widen, and reduce bank
balance sheets. Any of these could cause an increase in market volatility,
reduce liquidity across various markets or decrease confidence in the
markets.
Regulators
in the U.S. have adopted a number of changes to regulations involving the
markets and issuers, some of which apply to the Fund. The full effect of such
regulations is not currently known and certain changes to regulation could limit
the Fund’s ability to pursue its investment strategies or make certain
investments, may make it more costly for it to operate, or adversely impact
performance. Additionally, it is possible that such regulations could be further
revised or rescinded, which creates material uncertainty on their impact to the
Fund.
Advancements
in technology, including advanced development and increased regulation of
artificial intelligence, may adversely impact market movements and liquidity. As
artificial intelligence is used more widely, which can occur relatively rapidly,
the profitability and growth of certain issuers and industries may be negatively
impacted in ways that cannot be foreseen and could adversely impact its
performance.
Tensions,
war, or open conflict between nations, such as between Russia and Ukraine, in
the Middle East, or in eastern Asia could affect the economies of many nations,
including the United States. The duration of ongoing hostilities and any
sanctions and related events cannot be predicted. Those events present material
uncertainty and risk with respect to markets globally and the performance of the
Fund and its investments or operations could be negatively
impacted.
High
public debt in the U.S. and other countries creates ongoing systemic and market
risks and policymaking uncertainty. There is no assurance that the U.S. Congress
will act to raise the nation’s debt ceiling; a failure to do so could cause
market turmoil and
substantial
investment risks that cannot now be fully predicted. Unexpected political,
regulatory and diplomatic events within the U.S. and abroad may affect investor
and consumer confidence and may adversely impact financial markets and the
broader economy.
Global
climate change can have potential effects on property and security values.
Certain issuers, industries and regions may be adversely affected by the impact
of climate change in ways that cannot be foreseen. The impact of legislation,
regulation and international accords related to climate change, including any
direct or indirect consequences that may not be foreseen, may negatively impact
certain issuers, industries and
regions.
Sector
Risk. From time
to time, based on market or economic conditions, the Fund may have significant
positions in one or more sectors of the market. To the extent the Fund invests
more heavily in particular sectors, its performance will be especially sensitive
to developments that significantly affect those sectors. Individual sectors or
sub-sectors may be more volatile, and may perform differently, than the broader
market. The industries that constitute a sector may all react in the same way to
economic, political or regulatory
events.
Small-
and Mid-Cap Companies Risk. At times,
small- and mid-cap companies may be out of favor with investors. Compared to
larger companies, small- and mid-cap companies may depend on a more limited
management group, may have a shorter history of operations, less publicly
available information, less stable earnings, and limited product lines, markets
or financial resources. The securities of small- and mid-cap companies are often
more volatile, which at times can be rapid and unpredictable, and less liquid
than the securities of larger companies and may be more affected than other
types of securities by the underperformance of a sector, during market
downturns, by adverse publicity and investor perceptions, by interest rate
changes and by government regulation. To the extent the Fund holds securities of
mid-cap companies, the Fund will be subject to their
risks.
Value
Stock Risk. Value
stocks are those stocks whose stock prices, whether based on earnings, book
value, or other financial measures, do not reflect their full economic
opportunities. Value stocks may remain undervalued for extended periods of time,
may decrease in value during a given period, may not ever realize what the
portfolio management team believes to be their full value, or the portfolio
management team’s assumptions about intrinsic value or potential for
appreciation may be incorrect. This may happen, among other reasons, because of
a failure to anticipate which stocks or industries would benefit from changing
market or economic conditions or investor preferences.
A
summary of the Fund’s additional principal investment risks is as
follows:
Operational
and Cybersecurity Risk. The Fund
and its service providers, and your ability to transact with the Fund, may be
negatively impacted due to operational matters arising from, among other
problems, human errors, processing and communications errors, counterparty and
third-party disruptions or errors, systems and technology disruptions or
failures, or cybersecurity incidents. Cybersecurity incidents may allow an
unauthorized party to gain access to fund assets, customer data, or proprietary
information, or cause the Fund or its service providers, as well as the
securities trading venues and their service providers, to suffer data corruption
or lose operational functionality, including those related to critical
functions. Cybersecurity incidents can result from deliberate attacks or
unintentional events. It is not possible for the Manager or the other Fund
service providers to identify all of the cybersecurity or other operational
risks that may affect the Fund or to develop processes and controls to
completely eliminate or mitigate their occurrence or effects. Most issuers in
which the Fund invests are heavily dependent on computers for data storage and
operations, and require ready access to the internet to conduct their business.
Thus, cybersecurity incidents could also affect issuers of securities in which
the Fund invests, leading to significant loss of value.
Artificial
Intelligence. The Fund
and its service providers, including its adviser, may utilize artificial
intelligence (“AI”) technologies, including machine learning models and
generative AI, to improve operational efficiency and in connection with
research. In addition, counterparties used by the Fund may utilize AI in their
business activities. While the Manager may restrict certain uses of AI tools,
the Fund and its adviser are not in a position to control the use of AI in
third-party products or services. The use of AI introduces numerous potential
challenges and the use of AI can lead to reputational damage, legal liabilities,
and competitive disadvantages, as well as negatively impact business operations,
which may occur with or without mismanagement in the use of the AI. AI requires
the collection and processing of substantial amounts of data, which poses risks
of data inaccuracies, incompleteness, and inherent biases, and which can degrade
the technology’s effectiveness and reliability. Such data can include
proprietary information, the use of which by AI may be unauthorized and subject
to potential liability. Rapid technological advancements further complicate risk
predictions, and competitors who adopt AI more swiftly may gain a competitive
edge. The complexity and opacity of AI systems raise significant accountability
and ethical concerns. AI has enhanced the ability of threat actors to amplify
the potency, scale, and speed of cybersecurity attacks. AI’s role in increasing
automation raises concerns about job displacement and may lead to economic and
social disruptions. The unpredictable nature of AI’s impact on market dynamics
complicates
traditional
risk assessment models, making it challenging to identify risks and
opportunities using historical data. Legal and regulatory frameworks governing
AI’s use, particularly concerning data privacy and protection, are evolving
rapidly. These changes could materially alter how AI is used, which may
negatively impact the Fund.
Risk
Management. Risk is
an essential part of investing. No risk management program can eliminate the
Fund’s exposure to adverse events; at best, it may only reduce the possibility
that the Fund will be affected by such events, and especially those risks that
are not intrinsic to the Fund’s investment program. The Fund could experience
losses if judgments about risk prove to be
incorrect.
Valuation
Risk. The Fund
may not be able to sell an investment at the price at which the Fund has valued
the investment. Such differences could be significant, particularly for illiquid
securities and securities that trade in relatively thin markets and/or markets
that experience extreme volatility. If market or other conditions make it
difficult to value an investment, the Fund may be required to value such
investments using more subjective methods, known as fair value methodologies.
Using fair value methodologies to price investments may result in a value that
is different from an investment’s most recent price and from the prices used by
other funds to calculate their NAVs. The Fund uses pricing services to provide
values for certain securities and there is no assurance that the Fund will be
able to sell an investment at the price established by such pricing services.
The Fund’s ability to value its investments in an accurate and timely manner may
be impacted by technological issues and/or errors by third party service
providers, such as pricing services or accounting agents.
Performance
history will be included for the Fund after the Fund has been in operation for
one calendar year. Until that time, visit www.nb.com/ETF
or call (877)-628-2583 for
performance information. Past performance (before and
after taxes) is not a prediction of future
results.
Neuberger
Berman Investment Advisers LLC (“NBIA” or the “Manager”) is the Fund’s
investment manager.
The Fund
is managed by Robert W. D’Alelio, Brett S. Reiner and Gregory G. Spiegel (each a
Managing Director of the Manager). They have managed the Fund since its
inception in March 2024.
Buying
and Selling Shares
The Fund
issues and redeems Shares at its NAV only in a large specified number of Shares
each called a “Creation Unit,” or multiples thereof, and only with authorized
participants who have entered into contractual arrangements with the Fund’s
distributor.
Individual
Shares (rather than Creation Units) of the Fund may only be purchased and sold
on a national securities exchange through a broker or dealer at market price and
most investors will buy and sell Shares of the Fund on such an exchange. These
transactions do not involve the Fund. The prices at which individual Shares may
be purchased and sold on a national securities exchange through brokers are
based on market prices and, because Shares will trade at market prices rather
than at NAV, individual Shares of the Fund may trade at a price greater than or
less than NAV. Shares of the Fund are listed on NYSE Arca,
Inc.
An
investor may incur costs attributable to the difference between the highest
price a buyer is willing to pay to purchase Shares of the Fund (bid) and the
lowest price a seller is willing to accept for Shares (ask) when buying or
selling Shares in the secondary market (the “bid-ask spread”). Most investors
will incur customary brokerage commissions and charges when buying and selling
shares of the Fund through a broker/dealer.
Recent
information, including information about the Fund’s NAV, market price, premiums
and discounts, and bid-ask spreads, is included on the Fund’s website at
www.nb.com/ETF.
Unless you
invest in the Fund through a tax-advantaged retirement plan or account or are a
tax-exempt investor, you will be subject to tax on Fund distributions to you of
ordinary income and/or net capital gains. Those distributions generally are not
taxable to such a plan or account or a tax-exempt investor, although withdrawals
from certain retirement plans and accounts generally are subject to federal
income tax.
Payments
to Investment Providers and Other Financial Intermediaries
If you
purchase shares of the Fund through a broker/dealer or other financial
intermediary, such as a bank, brokerage firm, workplace retirement program, or
financial adviser (who may be affiliated with the Manager), the Fund and/or
Neuberger Berman BD LLC and/or its affiliates may pay the intermediary for the
sale of Fund shares and related services. These payments may create a conflict
of interest by influencing the broker/dealer or other financial intermediary and
its employees to recommend the Fund over another investment. Ask your financial
intermediary or visit its website for more information.
Neuberger
Small Value ETF
The Fund
seeks long-term capital appreciation.
These
tables below describe the fees and expenses that you may pay if you buy, hold
and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and example
below.
Shareholder
Fees
(fees
paid directly from your investment) |
|
Annual
Fund Operating Expenses
(expenses
that you pay each year as a % of the value of your
investment) |
|
|
|
|
|
|
|
Total
annual operating expenses |
|
Fee
waivers and/or expense reimbursement |
|
Total
annual operating expenses after fee waivers and/or expense
reimbursement2,3
|
|
The
expense example can help you compare costs among funds. The example assumes that
you invested $10,000 for the periods shown, that you redeemed all of your shares
at the end of those periods, that the Fund earned a hypothetical 5% total return
each year, and that the Fund's expenses were those in the table. Actual
performance and expenses may be higher or lower.
The Fund
pays transaction costs, such as commissions, when it buys and sells securities
(or “turns over” its portfolio). A higher portfolio turnover rate may indicate
higher transaction costs and may result in higher taxes when Fund shares are
held in a taxable account. These costs, which are not reflected in annual
operating expenses or in the example, affect the Fund’s performance. Because the
Fund is new and has not yet commenced operations prior to the date of this
prospectus, it does not have a portfolio turnover rate to
provide.
Principal
Investment Strategies
To pursue
its goal, the Fund invests primarily in equity securities of
small-capitalization companies. The Portfolio Managers employ a systematic
investment process integrating both fundamental analysis and quantitative
analysis to identify potential investments.
The
fundamental
analysis aims to
identify companies that the Portfolio Managers believe are undervalued, such as
companies with the following characteristics:
■
Complex
Companies: These
companies typically have multiple lines of business that are in different
industries or sectors and/or that have different growth rates and profitability
characteristics.
■
Cyclical
Companies: These
companies typically have ebbs and flows in their business depending on demand
patterns for their products, the length of product cycles, or other transient
factors.
■
Companies
in a Period of Interrupted Growth:
Typically, these are companies in attractive, high growth markets that have
suffered what the analysis suggests is a temporary setback and/or are in
transition to a more mature, lower growth business model that focuses more on
current earnings than on rapid growth.
In seeking
to identify these types of companies, the Portfolio Managers initially use a
screening process that seeks to identify those companies that have stock prices
that are trailing the performance of the overall market and that are believed to
be attractive relative to current cash flows. Based on an estimate of a
company’s intrinsic value derived from this screening process, the Portfolio
Managers will invest in a company’s stock on the basis of the company’s discount
to the estimate of intrinsic value and the Portfolio Managers’ belief in its
potential for appreciation over time. In addition, the Portfolio Managers may
invest in anticipation of a catalyst, such as a merger, liquidation, spin off,
or management change.
The
quantitative
analysis uses a
systematic process to identify relatively strong companies (compared to their
peers) that are reasonably priced. This process uses measures based on data from
financial statements, market data and other sources to build an overall view.
The assessment of whether a company is relatively strong compared to its peers
may include, but is not limited to, factors such as: various measures of
profitability; measurements of market sentiment like price momentum; measures of
analyst and management sentiment; the company’s ability to service its debt; how
volatile the stock’s price is; and a company’s ability to, and history of,
returning cash to shareholders. When assessing valuation, the approach focuses
mostly on price ratios based on items in the income statement and statement of
cash flows and to a lesser extent the balance sheet. The process involves an
aggregation of these metrics to determine an outlook on a company and it is not
driven by any single factor.
The
portfolio is constructed in such a way that names are added through either the
results of the fundamental or quantitative analyses. A name might be in the
portfolio if the fundamental analysis finds it very attractive, even if the
quantitative analysis does not find it attractive. A name also might be in the
portfolio if the quantitative analysis finds it attractive, even if it is not a
company that meets the fundamental criteria to be included.
While the
Fund will primarily invest in common stocks of U.S. companies, it may also
invest in stocks of foreign companies, including American Depositary Receipts
(“ADRs”). The Fund may also invest in other types of equity securities,
including real estate investment trusts, rights and warrants and exchange traded
funds.
As part of
their fundamental investment analysis the Portfolio Managers consider
environmental, social and governance factors they believe are financially
material to individual investments, where applicable. While this analysis is
inherently subjective and may be informed by both internally generated and
third-party metrics, data and other information, the Portfolio Managers believe
that the consideration of financially material environmental, social and
governance factors, alongside traditional financial metrics, may enhance the
Fund’s overall investment process. The consideration of environmental, social
and governance factors does not apply to certain instruments, such as certain
derivative instruments, other registered investment companies, cash and cash
equivalents. The consideration of environmental, social and governance factors
as part of the investment process does not mean that the Fund pursues a specific
“impact” or “sustainable” investment strategy.
The
Portfolio Managers may sell securities when they believe that they no longer
represent attractive investment opportunities.
The Fund
normally invests at least 80% of its net assets, plus the amount of any
borrowings, in securities of small-capitalization companies. The Fund defines
small capitalization companies to be those companies that have market
capitalizations at time of purchase that are within the range of market
capitalizations from the smallest to the largest constituent included in the
Russell 2000® Index
during the most recent 3-year period. Though the range of market capitalizations
will change over time, during the most recent 3-year period from January 1, 2021
to December 31, 2024, the market capitalization of the Russell 2000 Index ranged
from $2 million to $59 billion. The Fund will not change its strategy of
normally investing at least 80% of its net assets, plus the amount of any
borrowings, in small-capitalization companies without providing shareholders at
least 60 days’ notice.
PRINCIPAL
INVESTMENT RISKS
Most of
the Fund’s performance depends on what happens in the stock markets, the
Portfolio Managers’ evaluation of those developments, and the success of the
Portfolio Managers in implementing the Fund’s investment strategies. The
markets’ behavior can be difficult to predict, particularly in the short term.
There can be no guarantee that the Fund will achieve its goal.
The Fund
may take temporary defensive and cash management positions; to the extent it
does, it will not be pursuing its principal investment
strategies.
The actual
risk exposure taken by the Fund in its investment program will vary over time,
depending on various factors including the Portfolio Managers' evaluation of
issuer, political, regulatory, market, or economic developments. There can be no
guarantee that the Portfolio Managers will be successful in their attempts to
manage the risk exposure of the Fund or will appropriately evaluate or weigh the
multiple factors involved in investment decisions, including issuer, market
and/or instrument-specific analysis, valuation and financially material
environmental, social and governance factors.
The Fund
is not a bank deposit, and is not guaranteed or insured by the Federal Deposit
Insurance Corporation or any other government agency.
The value of your investment may fall, sometimes sharply, and you
could lose money by investing in the Fund.
Each of
the following risks, which are described in alphabetical order and not in order
of any presumed importance, can significantly affect the Fund’s performance. The
relative importance of, or potential exposure as a result of, each of these
risks will vary based on market and other investment-specific
considerations.
Catalyst
Risk. Investing
in companies in anticipation of a catalyst carries the risk that the catalyst
may not happen as anticipated, or the market may react to the catalyst
differently than expected. Certain catalysts, such as emergence from, or
restructuring as a result of, bankruptcy, carry additional risks and the
securities of such companies may be more likely to lose value than the
securities of more stable companies. Securities of issuers undergoing such an
event may be more volatile than other securities, may at times be illiquid, and
may be difficult to value, and management of such a company may be addressing a
situation with which it has little
experience.
Depositary
Receipts Risk. Depositary
receipts are certificates issued by a financial institution evidencing ownership
of underlying foreign securities. While depositary receipts involve many of the
same risks of investing directly in the underlying foreign securities, they may
be less liquid and more volatile than investing directly in such securities.
Depositary receipts are subject to the risk of fluctuation in the currency
exchange rate if, as is often the case, the underlying foreign securities are
denominated in foreign currency, and there may be an imperfect correlation
between the market value of depositary receipts and the underlying foreign
securities.
ETF
Risk. As an
exchange-traded fund (“ETF”), the Fund is subject to the following
risks:
Authorized
Participants Concentration Risk. The Fund
has a limited number of financial institutions that may act as authorized
participants. Only an authorized participant may transact in creation and
redemption transactions directly with the Fund, and authorized participants are
not obligated to engage in such transactions. To the extent they exit the
business or are otherwise unable or unwilling to proceed in creation and
redemption transactions with the Fund, such as in times of market stress, and no
other Authorized Participant is able to step forward to create or redeem,
trading in Fund shares may be significantly diminished, bid-ask spreads may
widen and shares of the Fund may be more likely to trade at a premium or
discount to net asset value (“NAV”) and possibly face trading halts or
delisting. To the extent the Fund invests in securities issued by non-U.S.
issuers or other securities or instruments that have lower trading volumes, this
risk is heightened.
International
Closed Market Trading Risk. To the
extent the Fund’s investments trade in markets that are closed when the Fund and
NYSE Arca, Inc. (“Exchange”) are open, there are likely to be deviations between
current pricing of an underlying security and the last quoted price for the
underlying security (i.e., the Fund’s quote from the closed foreign market). As
a result, premiums or discounts to NAV may develop in share prices, and bid-ask
spreads may be greater than those experienced by other funds. In addition,
shareholders may not be able to purchase or redeem their shares of the Fund, or
purchase or sell shares of the Fund on the Exchange, on days when the NAV of the
Fund could be significantly affected by events in the relevant non-U.S.
markets.
Premium/Discount
Risk. There may
be times when the market price of the Fund’s shares is more than the NAV
intra-day (at a premium) or less than the NAV intra-day (at a discount). As a
result, shareholders of the Fund may pay more than NAV when purchasing shares
and receive less than NAV when selling Fund shares. This risk is heightened in
times
of market
volatility or periods of steep market declines. In such market conditions,
market or stop loss orders to sell Fund shares may be executed at prices well
below NAV.
Secondary
Market Trading Risk. Investors
buying or selling shares in the secondary market will normally pay brokerage
commissions, which are often a fixed amount and may be a significant
proportional cost for investors buying or selling relatively small amounts of
shares. Secondary market trading is subject to bid-ask spreads, which is the
difference between the highest price a buyer is willing to pay to purchase
shares of a fund (bid) and the lowest price a seller is willing to accept for
shares (ask) when buying or selling shares in the secondary market, and trading
in Fund shares may be halted by the Exchange because of market conditions or
other reasons. If a trading halt occurs, a shareholder may temporarily be unable
to purchase or sell shares of the Fund. The bid-ask spread, which varies over
time, is generally narrower if the Fund has more trading volume and market
liquidity and wider if the Fund has less trading volume and market liquidity. In
addition, the bid-ask spread can be affected by the liquidity of the Fund’s
underlying investments and can widen if the Fund’s underlying investments become
less liquid or illiquid. In addition, although the Fund’s shares are listed on
the Exchange, there can be no assurance that an active trading market for shares
will develop or be maintained, that bid-ask spreads will be narrow, or that the
Fund’s shares will continue to be listed.
Foreign
Exposure Risk.
Securities issued by U.S. entities with substantial foreign operations or
holdings, or issued by foreign entities listed on a U.S. exchange, may involve
additional risks relating to political, economic, or regulatory conditions in
those foreign countries, as well as currency exchange
rates.
Foreign
Risk. Foreign
securities involve risks in addition to those associated with comparable U.S.
securities. Additional risks include exposure to less developed or less
efficient trading markets; social, political, diplomatic, or economic
instability; trade barriers and other protectionist trade policies (including
those of the U.S.); imposition of economic sanctions against a particular
country or countries, organizations, companies, entities and/or individuals;
significant government involvement in an economy and/or market structure;
fluctuations in foreign currencies or currency redenomination; potential for
default on sovereign debt; nationalization or expropriation of assets;
settlement, custodial or other operational risks; higher transaction costs;
confiscatory withholding or other taxes; and less stringent auditing and
accounting, corporate disclosure, governance, and legal standards. As a result,
foreign securities may fluctuate more widely in price, and may also be less
liquid, than comparable U.S. securities. World markets, or those in a particular
region, may all react in similar fashion to important economic or political
developments. In addition, foreign markets may perform differently than the U.S.
market. The effect of economic instability on specific foreign markets or
issuers may be difficult to predict or evaluate. Regardless of where a company
is organized or its stock is traded, its performance may be affected
significantly by events in regions from which it derives its profits or in which
it conducts significant operations.
Securities
of issuers traded on foreign exchanges may be suspended, either by the issuers
themselves, by an exchange, or by governmental authorities. Trading suspensions
may be applied from time to time to the securities of individual issuers for
reasons specific to that issuer, or may be applied broadly by exchanges or
governmental authorities in response to market events. In the event that the
Fund holds material positions in such suspended securities or instruments, the
Fund’s ability to liquidate its positions or provide liquidity to investors may
be compromised and the Fund could incur significant
losses.
Growth
Stock Risk. Because
the prices of most growth stocks are based on future expectations, these stocks
tend to be more sensitive than value stocks to bad economic news and negative
earnings surprises. When these expectations are not met or decrease, the prices
of these stocks may decline, sometimes sharply, even if earnings showed an
absolute increase. Bad economic news or changing investor perceptions may
adversely affect growth stocks across several sectors and industries
simultaneously.
Issuer-Specific
Risk. An
individual security may be more volatile, and may perform differently, than the
market as a whole.
Large
Shareholder Risk. Certain
large shareholders, including Authorized Participants, may from time to time own
a substantial amount of the Fund’s shares. There is no requirement that these
shareholders maintain their investment in the Fund. There is a risk that such
large shareholders or that the Fund’s shareholders generally may redeem all or a
substantial portion of their investments in the Fund in a short period of time,
which could have a significant negative impact on the Fund’s NAV, liquidity,
brokerage costs, and expenses. Large redemptions could also result in tax
consequences to shareholders and impact the Fund’s ability to implement its
investment strategy.
Market
Volatility Risk. Markets
may be volatile and values of individual securities and other investments,
including those of a particular type, may decline significantly in response to
adverse issuer, political, regulatory, market, economic or other developments
that may cause broad changes in market value, public perceptions concerning
these developments, and adverse investor sentiment or publicity. Geopolitical
and other risks, including environmental and public health risks may add to
instability
in world economies and markets generally. Changes in value may be temporary or
may last for extended periods. If the Fund sells a portfolio position before it
reaches its market peak, it may miss out on opportunities for better
performance.
Model
Risk. To a
significant extent, the Fund’s performance will depend on the success of
implementing and managing the investment models that assist in allocating the
Fund’s assets. Models that have been formulated on the basis of past market data
may not be indicative of future price movements. Models rely on data inputs and
such data may be incorrect or incomplete making the model unreliable. Models may
not be reliable or produce unexpected results if unusual or disruptive events
cause market moves the nature or size of which are inconsistent with the
historic performance of individual markets and their relationship to one another
or to other macroeconomic events. Models also may have hidden biases or exposure
to broad structural or sentiment shifts. In the event that actual events fail to
conform to the assumptions underlying such models, losses could be incurred. The
performance of the investment models may be impacted by software or other
technology malfunctions, programming inaccuracies, and similar
circumstances.
New
Fund Risk. The Fund
may not be successful in implementing its investment strategy, and its
investment strategy may not be successful under all future market conditions,
either of which could result in the Fund being liquidated at some future time
without shareholder approval and/or at a time that may not be favorable for
certain shareholders. New funds may not attract sufficient assets to achieve
investment, trading or other efficiencies and, if the Fund does not grow in
size, it will be at greater risk than larger funds of wider bid-ask spreads for
its shares, trading at a greater premium or discount to NAV and/or a stop to
trading.
Other
Investment Company Risk. To the
extent the Fund invests in other investment companies, including money market
funds and exchange-traded funds (ETFs), its performance will be affected by the
performance of those other investment companies. Investments in other investment
companies are subject to the risks of the other investment companies’
investments, as well as to the other investment companies’
expenses.
An ETF may
trade in the secondary market at a price below the value of its underlying
portfolio, may not be liquid and may be halted by the listing exchange. An
actively managed ETF’s performance will reflect its adviser’s ability to make
investment decisions that are suited to achieving the ETF’s investment
objectives. A passively managed ETF may not replicate the performance of the
index it intends to track.
REITs
and Other Real Estate Companies Risk. REITs and
other real estate company securities are subject to risks similar to those of
direct investments in real estate and the real estate industry in general,
including, among other risks: general and local economic conditions; changes in
interest rates; declines in property values; defaults by mortgagors or other
borrowers and tenants; increases in property taxes and other operating expenses;
overbuilding in their sector of the real estate market; fluctuations in rental
income; lack of availability of mortgage funds or financing; extended vacancies
of properties, especially during economic downturns; changes in tax and
regulatory requirements; losses due to environmental liabilities; casualty or
condemnation losses; changing social trends regarding working arrangements; or
other economic, social, political, or regulatory matters affecting the real
estate industry. REITs also are dependent upon the skills and creditworthiness
of their managers, subject to heavy cash flow dependency or self-liquidation and
generally not diversified.
Regardless
of where a REIT is organized or traded, its performance may be affected
significantly by events in the region where its properties are located. Domestic
REITs could be adversely affected by failure to qualify for tax-free
“pass-through” of distributed net investment income and net realized gains under
the Internal Revenue Code of 1986, as amended, (“Code”) or to maintain their
exemption from registration under the Investment Company Act of 1940, as
amended. The value of REIT common shares may decline when interest rates rise.
REITs and other real estate company securities tend to be small- to mid-cap
securities and are subject to the risks of investing in small- to mid-cap
securities.
Recent
Market Conditions. Both
U.S. and international markets have experienced significant volatility in recent
years. As a result of such volatility, investment returns may fluctuate
significantly. National economies are substantially interconnected, as are
global financial markets, which creates the possibility that conditions in one
country or region might adversely impact issuers in a different country or
region. However, the interconnectedness of economies and/or markets may be
diminishing or changing, which may impact such economies and markets in ways
that cannot be foreseen at this time.
Some
countries, including the U.S., have adopted more protectionist trade policies,
which is a trend that appears to be continuing globally. Slowing global economic
growth, the rise in protectionist trade policies, inflationary pressures,
changes to some major international trade and security agreements, risks
associated with the trade and security agreement between countries and regions,
including the U.S. and other foreign nations, political or economic dysfunction
within some countries or regions, including the U.S., and dramatic changes in
consumer sentiment, commodity prices and currency values could affect the
economies and markets of many nations, including the U.S., in ways that cannot
necessarily be foreseen at the present time and may create
significant
volatility in the markets. In addition, these policies, including the impact on
the U.S. dollar, may decrease foreign demand for U.S. assets, which could have a
negative impact on certain issuers and/or industries.
The
Federal Reserve and certain foreign central banks have started to lower interest
rates, though economic or other factors, such as inflation, could stop such
changes. It is difficult to accurately predict the pace at which interest rates
might change, the timing, frequency or magnitude of any such changes in interest
rates, or when such changes might stop or again reverse course. Additionally,
various economic and political factors could cause the Federal Reserve or other
foreign central banks to change their approach in the future and such actions
may result in an economic slowdown both in the U.S. and abroad. Unexpected
changes in interest rates could lead to significant market volatility or reduce
liquidity in certain sectors of the market. Deteriorating economic fundamentals
may, in turn, increase the risk of default or insolvency of particular issuers,
negatively impact market value, cause credit spreads to widen, and reduce bank
balance sheets. Any of these could cause an increase in market volatility,
reduce liquidity across various markets or decrease confidence in the
markets.
Regulators
in the U.S. have adopted a number of changes to regulations involving the
markets and issuers, some of which apply to the Fund. The full effect of such
regulations is not currently known and certain changes to regulation could limit
the Fund’s ability to pursue its investment strategies or make certain
investments, may make it more costly for it to operate, or adversely impact
performance. Additionally, it is possible that such regulations could be further
revised or rescinded, which creates material uncertainty on their impact to the
Fund.
Advancements
in technology, including advanced development and increased regulation of
artificial intelligence, may adversely impact market movements and liquidity. As
artificial intelligence is used more widely, which can occur relatively rapidly,
the profitability and growth of certain issuers and industries may be negatively
impacted in ways that cannot be foreseen and could adversely impact its
performance.
Tensions,
war, or open conflict between nations, such as between Russia and Ukraine, in
the Middle East, or in eastern Asia could affect the economies of many nations,
including the United States. The duration of ongoing hostilities and any
sanctions and related events cannot be predicted. Those events present material
uncertainty and risk with respect to markets globally and the performance of the
Fund and its investments or operations could be negatively
impacted.
High
public debt in the U.S. and other countries creates ongoing systemic and market
risks and policymaking uncertainty. There is no assurance that the U.S. Congress
will act to raise the nation’s debt ceiling; a failure to do so could cause
market turmoil and substantial investment risks that cannot now be fully
predicted. Unexpected political, regulatory and diplomatic events within the
U.S. and abroad may affect investor and consumer confidence and may adversely
impact financial markets and the broader economy.
Global
climate change can have potential effects on property and security values.
Certain issuers, industries and regions may be adversely affected by the impact
of climate change in ways that cannot be foreseen. The impact of legislation,
regulation and international accords related to climate change, including any
direct or indirect consequences that may not be foreseen, may negatively impact
certain issuers, industries and
regions.
Sector
Risk. From
time to time, based on market or economic conditions, the Fund may have
significant positions in one or more sectors of the market. To the extent the
Fund invests more heavily in particular sectors, its performance will be
especially sensitive to developments that significantly affect those sectors.
Individual sectors or sub-sectors may be more volatile, and may perform
differently, than the broader market. The industries that constitute a sector
may all react in the same way to economic, political or regulatory
events.
Small-
and Mid-Cap Companies Risk. At times,
small- and mid-cap companies may be out of favor with investors. Compared to
larger companies, small- and mid-cap companies may depend on a more limited
management group, may have a shorter history of operations, less publicly
available information, less stable earnings, and limited product lines, markets
or financial resources. The securities of small- and mid-cap companies are often
more volatile, which at times can be rapid and unpredictable, and less liquid
than the securities of larger companies and may be more affected than other
types of securities by the underperformance of a sector, during market
downturns, by adverse publicity and investor perceptions, by interest rate
changes and by government regulation. To the extent the Fund holds securities of
mid-cap companies, the Fund will be subject to their
risks.
Value
Stock Risk. Value
stocks are those stocks whose stock prices, whether based on earnings, book
value, or other financial measures, do not reflect their full economic
opportunities. Value stocks may remain undervalued for extended periods of time,
may decrease in value during a given period, may not ever realize what the
portfolio management team believes to be their full value, or the portfolio
management team’s assumptions about intrinsic value or potential for
appreciation may be incorrect. This
may
happen, among other reasons, because of a failure to anticipate which stocks or
industries would benefit from changing market or economic conditions or investor
preferences.
Warrants
and Rights Risk. Warrants
and rights do not carry with them the right to dividends or voting rights with
respect to the securities that they entitle their holder to purchase, and they
do not represent any rights in the assets of the issuer. As a result, warrants
and rights may be considered more speculative than certain other types of
investments. In addition, the value of a warrant or right does not necessarily
change with the value of the underlying securities. The Fund could lose the
value of a warrant or right if the right to subscribe to additional shares is
not exercised prior to the warrant’s or right’s expiration date. The market for
warrants and rights may be very limited and there may at times not be a liquid
secondary market for warrants and rights.
A
summary of the Fund’s additional principal investment risks is as
follows:
Operational
and Cybersecurity Risk. The Fund
and its service providers, and your ability to transact with the Fund, may be
negatively impacted due to operational matters arising from, among other
problems, human errors, processing and communications errors, counterparty and
third-party disruptions or errors, systems and technology disruptions or
failures, or cybersecurity incidents. Cybersecurity incidents may allow an
unauthorized party to gain access to fund assets, customer data, or proprietary
information, or cause the Fund or its service providers, as well as the
securities trading venues and their service providers, to suffer data corruption
or lose operational functionality, including those related to critical
functions. Cybersecurity incidents can result from deliberate attacks or
unintentional events. It is not possible for the Manager or the other Fund
service providers to identify all of the cybersecurity or other operational
risks that may affect the Fund or to develop processes and controls to
completely eliminate or mitigate their occurrence or effects. Most issuers in
which the Fund invests are heavily dependent on computers for data storage and
operations, and require ready access to the internet to conduct their business.
Thus, cybersecurity incidents could also affect issuers of securities in which
the Fund invests, leading to significant loss of value.
Artificial
Intelligence. The Fund
and its service providers, including its adviser, may utilize artificial
intelligence (“AI”) technologies, including machine learning models and
generative AI, to improve operational efficiency and in connection with
research. In addition, counterparties used by the Fund may utilize AI in their
business activities. While the Manager may restrict certain uses of AI tools,
the Fund and its adviser are not in a position to control the use of AI in
third-party products or services. The use of AI introduces numerous potential
challenges and the use of AI can lead to reputational damage, legal liabilities,
and competitive disadvantages, as well as negatively impact business operations,
which may occur with or without mismanagement in the use of the AI. AI requires
the collection and processing of substantial amounts of data, which poses risks
of data inaccuracies, incompleteness, and inherent biases, and which can degrade
the technology’s effectiveness and reliability. Such data can include
proprietary information, the use of which by AI may be unauthorized and subject
to potential liability. Rapid technological advancements further complicate risk
predictions, and competitors who adopt AI more swiftly may gain a competitive
edge. The complexity and opacity of AI systems raise significant accountability
and ethical concerns. AI has enhanced the ability of threat actors to amplify
the potency, scale, and speed of cybersecurity attacks. AI’s role in increasing
automation raises concerns about job displacement and may lead to economic and
social disruptions. The unpredictable nature of AI’s impact on market dynamics
complicates traditional risk assessment models, making it challenging to
identify risks and opportunities using historical data. Legal and regulatory
frameworks governing AI’s use, particularly concerning data privacy and
protection, are evolving rapidly. These changes could materially alter how AI is
used, which may negatively impact the
Fund.
Risk
Management. Risk is
an essential part of investing. No risk management program can eliminate the
Fund’s exposure to adverse events; at best, it may only reduce the possibility
that the Fund will be affected by such events, and especially those risks that
are not intrinsic to the Fund’s investment program. The Fund could experience
losses if judgments about risk prove to be
incorrect.
Valuation
Risk. The Fund
may not be able to sell an investment at the price at which the Fund has valued
the investment. Such differences could be significant, particularly for illiquid
securities and securities that trade in relatively thin markets and/or markets
that experience extreme volatility. If market or other conditions make it
difficult to value an investment, the Fund may be required to value such
investments using more subjective methods, known as fair value methodologies.
Using fair value methodologies to price investments may result in a value that
is different from an investment’s most recent price and from the prices used by
other funds to calculate their NAVs. The Fund uses pricing services to provide
values for certain securities and there is no assurance that the Fund will be
able to sell an investment at the price established by such pricing services.
The Fund’s ability to value its investments in an accurate and timely manner may
be impacted by technological issues and/or errors by third party service
providers, such as pricing services or accounting agents.
PERFORMANCE
Performance
history will be included for the Fund after the Fund has been in operation for
one calendar year. Until that time, visit www.nb.com/ETF
or call (877)-628-2583 for
performance information. Past performance (before and
after taxes) is not a prediction of future
results.
Neuberger
Berman Investment Advisers LLC (“NBIA” or the “Manager”) is the Fund’s
investment manager.
The Fund
is managed by Portfolio Managers, Simon Griffiths and Ray Carroll (each a
Managing Director of Neuberger Berman Canada ULC). They have managed the Fund
since its inception.
Buying
and Selling Shares
The Fund
issues and redeems Shares at its NAV only in a large specified number of Shares
each called a “Creation Unit,” or multiples thereof, and only with authorized
participants who have entered into contractual arrangements with the Fund’s
distributor.
Individual
Shares (rather than Creation Units) of the Fund may only be purchased and sold
on a national securities exchange through a broker or dealer at market price and
most investors will buy and sell Shares of the Fund on such an exchange. These
transactions do not involve the Fund. The prices at which individual Shares may
be purchased and sold on a national securities exchange through brokers are
based on market prices and, because Shares will trade at market prices rather
than at NAV, individual Shares of the Fund may trade at a price greater than or
less than NAV. Shares of the Fund are listed on NYSE Arca,
Inc.
An
investor may incur costs attributable to the difference between the highest
price a buyer is willing to pay to purchase Shares of the Fund (bid) and the
lowest price a seller is willing to accept for Shares (ask) when buying or
selling Shares in the secondary market (the “bid-ask spread”). Most investors
will incur customary brokerage commissions and charges when buying and selling
shares of the Fund through a broker/dealer.
Recent
information, including information about the Fund’s NAV, market price, premiums
and discounts, and bid-ask spreads, will be included on the Fund’s website at
www.nb.com/ETF.
Unless you
invest in the Fund through a tax-advantaged retirement plan or account or are a
tax-exempt investor, you will be subject to tax on Fund distributions to you of
ordinary income and/or net capital gains. Those distributions generally are not
taxable to such a plan or account or a tax-exempt investor, although withdrawals
from certain retirement plans and accounts generally are subject to federal
income tax.
Payments
to Investment Providers and Other Financial Intermediaries
If you
purchase shares of the Fund through a broker/dealer or other financial
intermediary, such as a bank, brokerage firm, workplace retirement program, or
financial adviser (who may be affiliated with the Manager), the Fund and/or
Neuberger Berman BD LLC and/or its affiliates may pay the intermediary for the
sale of Fund shares and related services. These payments may create a conflict
of interest by influencing the broker/dealer or other financial intermediary and
its employees to recommend the Fund over another investment. Ask your financial
intermediary or visit its website for more information.
Descriptions
of Certain Practices and Security Types
Convertible
Securities.
Convertible securities are bonds, debentures, notes, preferred stocks and other
securities that pay interest or dividends and are convertible into or
exchangeable for common stocks. Convertible securities generally have some
features of common stocks and some features of debt securities. In general, a
convertible security performs more like a stock when the underlying stock's
price is high relative to the conversion price (because it is assumed that it
will be converted into the stock) and performs more like a debt security when
the underlying stock's price is low relative to the conversion price (because it
is assumed that it will mature without being converted). Convertible securities
typically pay an income yield that is higher than the dividend yield of the
issuer's common stock, but lower than the yield of the issuer's debt
securities.
Derivatives. A
derivative is generally a financial contract the value of which depends on, or
is derived from, changes in the value of one or more “reference instruments,”
such as underlying assets (including securities), reference rates, indices or
events. Derivatives may relate to stocks, bonds, credit, interest rates,
commodities, currencies or currency exchange rates, or related indices. A
derivative may also contain leverage to magnify the exposure to the reference
instrument. Derivatives may be traded on organized exchanges and/or through
clearing organizations, or in private transactions with other parties in the
over-the-counter (“OTC”) market with a single dealer or a prime broker acting as
an intermediary with respect to an executing dealer. Derivatives may be used for
hedging purposes and non-hedging (or speculative) purposes. Some derivatives
require one or more parties to post “margin,” which means that a party must
deposit assets with, or for the benefit of, a third party, such as a futures
commission merchant, in order to initiate and maintain the derivatives position.
Margin is typically adjusted daily, and adverse market movements may require a
party to post additional margin.
Call
Options. A call
option gives the purchaser the right to buy an underlying asset or other
reference instrument at a specified price, regardless of the instrument’s market
price at the time. Writing (selling) a call option obligates the writer (seller)
to sell the underlying asset or other reference instrument to the purchaser at a
specified price if the purchaser decides to exercise the option. A call option
is “covered” if the writer (seller) simultaneously holds an equivalent position
in the security underlying the option. If the holder exercises an uncovered call
option, the seller of the option may have to buy the underlying asset at the
current market price to fulfill its obligation. The writer (seller) receives a
premium when it writes a call option. Purchasing a call option gives the
purchaser the right to buy the underlying asset or other reference instrument
from the writer (seller) at a specified price if the purchaser decides to
exercise the option. The purchaser pays a premium when it purchases a call
option.
Futures. A futures
contract is a standardized agreement to buy or sell a set quantity of an
underlying asset at a future date, or to make or receive a cash payment based on
the value of a securities index or other reference instrument at a future
date.
Put
Options. A put
option gives the purchaser the right to sell an underlying asset or other
reference instrument at a specified price, regardless of the instrument’s market
price at the time. Writing (selling) a put option obligates the writer (seller)
to buy the underlying asset or other reference instrument from the purchaser at
a specified price if the purchaser decides to exercise the option. The writer
(seller) receives a premium when it writes a put option. Purchasing a put option
gives the purchaser the right to sell the underlying asset or other reference
instrument to the writer (seller) at a specified price if the purchaser decides
to exercise the option. The purchaser pays a premium when it purchases a put
option.
Emerging
Market Countries. Emerging
market countries are generally considered to be those countries whose economies
are less developed than the economies of countries such as the United States or
most nations in Western Europe.
ESG
Investing. Funds
that follow environmental, social and governance considerations seek positive
social and environmental impact in addition to economic success. They are
designed to allow investors to put their money to work and also support
companies that follow principles of good corporate
citizenship.
Fixed
Income Securities. Debt
securities may consist of fixed and floating rate obligations of various credit
quality and duration and may be issued by: corporate entities; trusts; domestic
issuers, including securities issued or guaranteed as to principal or interest
by the U.S. government or any of its agencies or instrumentalities; foreign
issuers, including foreign governments and supranational entities; and municipal
issuers, including within the U.S. and its territories. Such obligations may
include: bonds, loans, inflation-linked debt securities, when-issued and
forward-settling securities, commercial paper, mortgage-backed securities and
other asset-backed securities, and hybrid securities (including convertible
securities).
Foreign
Stocks. There are
many promising opportunities for investment outside the United States. Foreign
markets can respond to different factors and therefore may follow cycles that
are different from each other. For this reason, many investors put a portion of
their portfolios in foreign investments as a way of gaining further
diversification.
Growth
Investing. For
growth investors, the aim is to invest in companies that are already successful
but could be even more so. Often, these stocks are in emerging or rapidly
growing industries. While most growth stocks are known to investors, they may
not yet have reached their full potential. The growth investor looks for
indications of continued success.
Lower-Rated
Debt Securities.
Lower-rated debt securities (commonly known as “junk bonds”) typically offer
investors higher yields than other fixed income securities. The higher yields
are usually justified by the weaker credit profiles of these issuers as compared
to investment grade issuers. Lower-rated debt securities may include debt
obligations of all types issued by U.S. and non-U.S. corporate and governmental
entities, including bonds, debentures and notes, loan interests and preferred
stocks that have priority over any other class of stock of the entity as to the
distribution of assets or the payment of dividends. A lower-rated debt security
itself may be convertible into or exchangeable for equity securities, or it may
carry with it the right to acquire equity securities evidenced by warrants
attached to the security or acquired as part of a unit with the
security.
REITs. A REIT is
a pooled investment vehicle that invests primarily in income-producing real
estate or real estate related loans or interests. A domestic REIT is not taxed
on net income and net realized gains that are distributed to its shareholders,
provided it complies with certain requirements of the Internal Revenue Code of
1986, as amended (“Code”), and similar treatment may also apply to foreign REITs
under the laws in which they are formed. REITs are generally classified as
equity REITs or mortgage REITs. Equity REITs invest the majority of their assets
directly in real property, derive their income primarily from rents and can also
realize capital gains by selling properties that have appreciated in value.
Mortgage REITs invest the majority of their assets in real estate mortgages and
derive their income primarily from interest payments.
Securities
Listed on Chinese Stock Exchanges.
Securities listed on Chinese stock exchanges, such as the Shanghai and Shenzhen
Stock Exchanges, are divided into two classes of shares: China A-shares, foreign
ownership of which is restricted by the Chinese government, and China B-shares,
which may be owned by both Chinese and foreign investors. China H-shares are
securities listed on the Hong Kong Stock Exchange, which are shares of companies
incorporated in mainland China that are sometimes simultaneously listed on
either the Shanghai or Shenzhen Stock Exchanges. China A-shares, China B-shares
and China H-shares may behave differently due to liquidity differences and the
composition of shareholders, among other factors.
Short
Sales. Short
sales involve selling a security the Fund does not own in anticipation that the
security’s price will decline. To complete the transaction, the Fund must borrow
the security to make delivery to the buyer. The Fund is then obligated to
replace the security borrowed by purchasing the security at the market price at
the time of replacement. The price at such time may be higher or lower than the
price at which the security was sold by the Fund. If the underlying security
goes up in price during the period during which the short position is
outstanding, the Fund will realize a loss on the transaction. Any loss will be
increased by the amount of compensation, interest or dividends and transaction
costs the Fund must pay to a lender of the security.
Value
Investing. At any
given time, there are companies whose stock prices, whether based on earnings,
book value, or other financial measures, do not reflect their full economic
opportunities. This happens when investors under-appreciate the business
potential of these companies, or are distracted by transient or non-fundamental
issues. The value investor examines these companies, searching for those that
may rise in price when other investors realize their worth.
Additional
Information about Principal Investment Risks
This
section provides additional information about a Fund’s principal investment
risks described in its Fund Summary section. The following risks are described
in alphabetical order and not in order of any presumed importance or potential
exposure.
Call
Risk. Upon the
issuer’s desire to call a security, or under other circumstances where a
security is called, which may happen for a number of reasons, such as declining
interest rates or changes in credit spreads, the issuer can opt to repay the
obligation underlying a “callable security” early. When this occurs, the Fund
may have to reinvest the proceeds in an investment offering a lower yield, with
a higher risk of default, or other less favorable characteristics. This may
reduce the amount of the Fund’s distributions. In addition, the Fund may not
realize the full anticipated benefit from such investment. The likelihood of a
call also may impact the price of a security.
Catalyst
Risk. Investing
in companies in anticipation of a catalyst carries the risk that the catalyst
may not happen as anticipated, possibly due to the actions of other market
participants, or may happen in modified or conditional form, or the market may
react to the catalyst differently than expected. Furthermore, a catalyst, such
as a pending restructuring or spin-off, may be renegotiated or terminated or
involve a longer time frame than originally contemplated. In addition, certain
catalysts, such as emergence from, or restructuring as a result of, bankruptcy,
carry additional risks, and the securities of such companies may be more likely
to lose value than the securities of more stable companies. Securities of
issuers undergoing such an event may be more volatile than other securities, may
at times be illiquid, and may be difficult to value, and management of such a
company may be addressing a situation with which it has little experience. In
circumstances where the anticipated catalyst does not occur or the position is
no longer an attractive investment opportunity, the Fund may incur losses by
liquidating that position. If the catalyst later appears
unlikely
to occur or is delayed, the market prices of the securities may decline sharply.
These investments may be highly speculative and an incorrect assessment of the
risk associated with such an investment could result in significant losses to
the Fund.
Risks
of Investments in China A-shares through Stock Connect Programs. There are
significant risks inherent in investing in China A-shares through “Connect
Programs” of local stock exchanges in China, namely the Shanghai Connect Program
and the Shenzhen Connect Program. The Chinese investment and banking systems are
materially different in nature from many developed markets, which exposes
investors to risks that are different from those in the U.S. The Connect
Programs are subject to daily quota limitations, and an investor cannot purchase
and sell the same security on the same trading day, which may restrict the
Fund’s ability to invest in China A-shares through the Connect Programs and to
enter into or exit trades on a timely basis. A Connect Program can operate only
when both markets are open for trading and when banking services are available
in both markets on the corresponding settlement days. As such, if one or both
markets in a particular Connect Program are closed on a U.S. trading day, the
Fund may not be able to dispose of its China A-shares in a timely manner under
such Connect Program, which could adversely affect the Fund’s performance. Only
certain China A-shares are eligible to be accessed through the Connect Programs.
Such securities may lose their eligibility at any time, in which case they could
be sold but could no longer be purchased through the Connect
Programs.
The impact
of this integration of Chinese and foreign markets is still unclear and the
actual effect on the market for trading China A-shares with the introduction of
large numbers of foreign investors is unknown though in the past the People’s
Republic of China regulators have intervened in the market as they believed
necessary, which may be difficult to predict. The Connect Programs are subject
to regulations promulgated by regulatory authorities for both exchanges and
further regulations or restrictions, such as limitations on redemptions or
suspension of trading, which Chinese regulators have used in the past, may
adversely impact the Connect Programs and may increase volatility, if the
authorities believe it is necessary to assure orderly markets or for other
reasons. The relevant regulations are subject to change, and there is no
certainty as to how they will be applied and Chinese securities trading law can
change on a frequent basis or be applied on a retroactive basis. Investments in
China A-shares may not be covered by the securities investor protection programs
of either exchange and, without the protection of such programs, will be subject
to the risk of default by the broker. Because of the way in which China A-shares
are held in the Connect Programs, the Fund may not be able to exercise the
rights of a direct shareholder and may be limited in its ability to pursue
claims against the issuer of a security, and may suffer losses in the event the
legal or “nominee holder” of the China A- shares under the Connect Programs
becomes insolvent. Because all trades on the Connect Programs in respect of
eligible China A-shares must be settled in Renminbi (“RMB”), the Chinese
currency, investors must have timely access to a reliable supply of offshore
RMB, which cannot be guaranteed.
Currently,
the mainland Chinese tax authorities have temporarily exempted foreign investors
from income tax and value-added tax on capital gains derived from the trading of
A-shares under the Shanghai Connect Program and the Shenzhen Connect Program. It
is uncertain how long this will be the case and the exemptions are subject to
change.
China
Investment Risk. China is
considered an emerging market and carries the risks associated with emerging
markets, as well as risks particular to the region surrounding China. Events in
any one country within the region may impact other countries in the region or
the region as a whole.
The
Chinese economy and economies of countries in the region surrounding China
differ from the U.S. economy in various ways, such as rate of growth of gross
national product, rate of inflation, capital reinvestment, resource
self-sufficiency and balance of payments position (that is, the difference in
total value between payments into and out of a country over a period of time).
The economies of countries in the region are affected by developments in the
economies of their principal trading partners. The economies, industries, and
securities and currency markets of China may be adversely affected by slow
economic activity worldwide, dependence on exports and international trade,
currency devaluations and other currency exchange rate fluctuations,
restrictions on monetary repatriation, protectionist trade policies, especially
if imposed by the U.S. or China’s other major trading partners, increasing
competition from Asia’s other low-cost emerging economies, environmental events
and natural disasters that may occur in China, and military conflicts either in
response to social unrest or with other countries. Investing in companies
controlled by various Chinese governmental authorities involves risks that
political changes, social instability, regulatory uncertainty, adverse
diplomatic developments, asset expropriation or nationalization, or confiscatory
taxation could adversely affect the performance of such companies. State-owned
or controlled companies may be less efficiently run and less profitable than
other companies. A small number of companies and industries represent a
relatively large portion of the Chinese market as a whole and may have limited
or no operating history. In addition, the Chinese economy and the economies of
countries surrounding China may be dependent on the economies of other Asian
countries, many of which are developing countries. Currency fluctuations,
devaluations and trading restrictions by any one country in the region can have
a significant effect on the region as a whole. Under the economic reforms
implemented by the Chinese government, the Chinese economy experienced
tremendous growth. There is no assurance, however, that such growth will be
sustained in the future. Official statistics indicate a
recent
growth rate in China that is significantly lower than that in the early part of
the decade; there is also evidence that the ongoing trade war between the U.S.
and China is having a substantial negative impact on growth in China. Given the
difficulties and evolving perceptions of investing in China, the Fund will not
be able to effectively exclude all Chinese companies with negative controversies
such that the Fund’s investments may not always align with the values of U.S.
investors.
The
Chinese government strictly regulates the payment of foreign currency
denominated obligations and sets monetary policy. Through its policies, the
government may provide preferential treatment to particular industries or
companies. The policies set by the government could have a substantial adverse
effect on the Chinese economy and the Fund's investments. The Chinese government
exercises significant control over the economy and may intervene in the
financial markets, such as by imposing trading restrictions or banning or
curtailing short selling. Further, the Chinese government may from time to time
adopt measures to control the growth of the Chinese economy which may adversely
impact the Fund. In addition, expropriation, including nationalization,
confiscatory taxation, political, economic or social instability or other
developments could adversely affect and significantly diminish the values of the
Chinese companies in which the Fund invests. Significant portions of the Chinese
securities markets may become rapidly illiquid, as Chinese issuers have the
ability to suspend the trading of their equity securities, and have shown a
willingness to exercise that option in response to market volatility and other
events. The liquidity of Chinese securities may shrink or disappear suddenly and
without warning as a result of adverse economic, market or political events, or
adverse investor perceptions, whether or not accurate. Changes in the economic,
diplomatic, and political relationships between China and other countries in the
region could adversely impact the Fund’s investments. In addition, investments
in China could be adversely affected by its political and economic relationship
with Taiwan. The Chinese government is endeavoring to eliminate large amounts of
low quality debt from the economy, a program that may produce an increase in the
rate of defaults and harm the Chinese economy. Given the unique mixture of
state-controlled and market-based economic elements in the region, the prior
experience of other countries may not provide a reliable guide to the effects of
various changes in economic policy, possibly resulting in miscalculations by
policymakers and/or investors. In addition, military conflicts, either in
response to internal social unrest or with other countries, are a risk. As the
Chinese economic and political strength has grown in recent years, it has shown
a greater willingness to assert itself militarily in the region. Military or
diplomatic moves to resolve any issues could adversely affect the economies in
the region.
In
addition to the risks listed under “Foreign and Emerging Markets Risk,”
investments in China are subject to significant legal, regulatory, monetary and
economic risks, as well as the potential for regional and global conflicts,
including actions that are contrary to the interests of the U.S. As a result,
the Fund may not be suitable for all investors and should be used only by
investors who understand the risks of investing in securities and instruments
economically tied to China.
In
addition, China’s history of political contention with Taiwan and its geographic
proximity to China have resulted in ongoing tensions, which could have an
adverse impact on the values of investments in China and/or Taiwan, or make
investments in China and/or Taiwan impractical or impossible.
The
ongoing U.S.-China “trade war,” including the imposition of additional trade
barriers, may affect the Chinese economy substantially, as the U.S. has been a
principal trading partner of China. The ability of China to restructure its
foreign trade relationships, and whether China is motivated to stop supporting
its currency or stop trade in certain natural resources, and whether the U.S.
government imposes restrictions on U.S. investor participation in certain
Chinese investments, including through executive order or other means, may
determine to some degree the extent to which its economy will be damaged by the
trade war, and these things cannot be predicted at the present time.
The
securities markets in China have a limited operating history and are not as
developed as those in the U.S. Disclosure and regulatory standards in China are
in many respects less stringent than U.S. standards. There is substantially less
publicly available information about Chinese issuers than there is about U.S.
issuers. Chinese companies, including Chinese companies that are listed on U.S.
exchanges, are not subject to the same degree of accounting standards or auditor
oversight as companies in more developed countries. As a result, information
about the Chinese securities in which the Fund invests may be less reliable or
complete. Chinese companies with securities listed on U.S. exchanges may be
delisted if they do not meet U.S. accounting standards and auditor oversight
requirements, which would significantly decrease the liquidity and value of the
securities. In addition, there may be significant obstacles to obtaining
information necessary for investigations into or litigation against Chinese
companies, and shareholders may have limited legal remedies. In addition,
brokerage commissions and other fees may be different for securities traded in
China than more developed markets.
There has
been increased attention from the SEC and the Public Company Accounting
Oversight Board (“PCAOB”) with regard to international auditing standards of
U.S.-listed companies with significant operations in China as well as
PCAOB-registered auditing firms in China. Currently, the SEC and PCAOB are only
able to get limited information about these auditing firms and are restricted
from inspecting the audit work and practices of registered accountants in China.
These restrictions may result in the unavailability of material information
about issuers in China or an issuer’s operations in China.
The tax
laws and regulations in China are somewhat unclear and are subject to change,
possibly with retroactive effect. Uncertainties in Chinese tax rules could
result in unexpected tax liabilities for the Fund. The mainland Chinese tax
authorities have temporarily exempted foreign investors from income tax and
value-added tax on capital gains derived from the trading of China A-shares
through the QFI programs and the Shanghai-Hong Kong Stock Connect and
Shenzhen-Hong Kong Stock Connect programs. It is uncertain how long this will be
the case and the exemptions are subject to change. The interpretation,
application and enforcement of such laws and regulations by the applicable
authorities may vary over time and from region to region, and could have an
adverse effect on the Fund and its shareholders, particularly in relation to tax
imposed upon foreign investors’ capital gains.
Commodity
Regulatory Risk. Neuberger
Commodity Strategy ETF is deemed a “commodity pool” and the Fund’s investment
manager is considered a “commodity pool operator” with respect to the Fund under
the Commodity Exchange Act. The Fund’s investment manager is therefore subject
to dual regulation by the Securities and Exchange Commission and the Commodity
Futures Trading Commission (“CFTC”). Compliance with regulations governing
commodity pools may increase the Fund’s regulatory compliance costs. To avoid
exceeding any applicable position limits established by the CFTC, the Fund’s
positions in commodity contracts may have to be liquidated at disadvantageous
times or prices, which may adversely impact the Fund. The regulatory
requirements could change at any time and additional regulations could also be
adopted, which may adversely impact the Fund, and may compel the Fund to
consider significant changes, which could include substantially altering its
principal investment strategies or, if deemed necessary, liquidating the
Fund.
Commodity
Risk. The
Fund’s and the Subsidiary’s significant investment exposure to the commodities
markets and/or a particular sector of the commodities markets may subject the
Fund and the Subsidiary to greater volatility than investments in traditional
securities. The commodities markets are impacted by a variety of factors,
including market movements, resource availability, commodity price volatility,
speculation in the commodities markets, domestic and foreign political and
economic events and policies, trade policies and tariffs, war, acts of
terrorism, changes in domestic or foreign interest rates and/or investor
expectations concerning interest rates, domestic and foreign inflation rates and
investment and trading activities in commodities. Prices of various commodities
may also be affected by factors such as drought, floods, weather, livestock
disease, embargoes, tariffs and other regulatory developments. The frequency,
duration and magnitude of such changes often cannot be predicted. The prices of
commodities can also fluctuate quickly and widely due to supply and demand
disruptions in major producing or consuming regions and may not correlate to
price movements in other asset classes.
Certain
commodities may be produced in a limited number of countries and may be
controlled by a small number of producers or groups of producers. As a result,
political, economic and supply related events in such countries could have a
disproportionate impact on the prices of such commodities. To the extent the
Fund focuses its investments in a particular commodity in the commodities market
or a particular sector of the commodities market, the Fund will be more
susceptible to risks associated with the particular commodity or particular
commodity sector. No active trading market may exist for certain commodities
investments, which may impair the ability of the Fund to sell or to realize the
full value of such investments in the event of the need to liquidate such
investments. An overall increase in the hedging of a commodity by others in the
market may affect the price of that commodity. In addition, adverse market
conditions may impair the liquidity of commodities investments. Because the
Fund’s and the Subsidiary’s performance is linked to the performance of
potentially volatile commodities, investors should be willing to assume the
risks of significant fluctuations in the value of the Fund’s
shares.
Agricultural
and Soft Commodities Sector Risk. Risks of
investing in agricultural sector commodities include, in addition to other
risks, the impact of United States and foreign government policies and
regulations on planting of certain crops and possible alternative uses of
agricultural resources, the location and size of crop production, trading of
unprocessed or processed commodity products, and the volume and types of imports
and exports. Adverse weather conditions, natural disasters, climate change and
other factors, such as disease outbreaks and pollution, may severely impact the
viability of certain crops in certain regions. Political conditions, including
trade wars and embargoes, have introduced considerable uncertainty into some
previously established international markets for agricultural products and could
produce abrupt and substantial price changes and unforeseen limits on imports
and exports.
Energy
Sector Risk. Risks of
investing in energy sector commodities include, in addition to other risks,
price fluctuation caused by real and perceived inflationary trends and political
developments, geopolitical conflicts or wars and retaliatory actions, such as
sanction, tariffs or embargoes, the cost assumed in complying with environmental
and other safety regulations, including costs related to the transition to low
carbon alternatives or clean energy, supply of and demand for energy fuels,
energy conservation efforts, capital expenditures on and the success of
exploration and production projects, increased competition and technological
advances, tax and other government regulations, and policies of the Organization
of the Petroleum Exporting Countries (OPEC) and oil importing nations. In
addition, companies in the energy sector are at risk of liability from accidents
resulting in pollution, mishandling of materials, or other environmental damage
claims and at risk of loss from terrorism, cyber incidents, natural disasters,
fires and explosions.
There is
growing political pressure to reduce the use of fossil fuels, which could begin
to impact the securities of companies in that industry and the prices of related
commodities.
Industrial
Metals Sector Risk. Risks of
investing in industrial metals sector commodities include, in addition to other
risks, substantial price fluctuations over short periods of time, imposition of
import or export controls, increased competition and government regulation,
disruptions in mining, storing, and refining of metals, and changes in
industrial, governmental, and commercial demand for industrial metals. The
principal supplies of metal industries may be concentrated in a small number of
countries and regions.
Precious
Metals Sector Risk. Risks of
investing in precious metals sector commodities include, in addition to other
risks, changes in the level of the production and sale of precious metals by
governments or central banks or other large holders. The precious metals sector
can be affected by sharp price volatility over short periods caused by economic,
financial and political factors, which may be unpredictable and sudden and may
have a significant impact on the prices of precious metals.
Companies
in each of the above sectors could also be affected by, among other things,
commodity price volatility, exchange rates, government regulation, mandated
expenditures for safety and pollution control devices, inflation expectations,
resource availability, import or export controls, increased competition,
technical progress, labor relations, and economic cycles.
Convertible
Securities Risk. The value
of a convertible security, which is a form of hybrid security (i.e., a security
with both debt and equity characteristics), typically increases or decreases
with the price of the underlying common stock. In general, a convertible
security is subject to the market risks of stocks, and its price may be as
volatile as that of the underlying stock, when the underlying stock’s price is
high relative to the conversion price, and a convertible security is subject to
the market risks of debt securities, and is particularly sensitive to changes in
interest rates, when the underlying stock’s price is low relative to the
conversion price. The general market risks of debt securities that are common to
convertible securities include, but are not limited to, interest rate risk and
credit risk -- that is, the value of convertible securities will move in the
direction opposite to movements in interest rates; they are subject to the risk
that the issuer will not be able to pay interest or dividends when due; and
their market value may change based on changes in the issuer’s credit rating or
the market’s perception of the issuer’s creditworthiness. Because their value
can be influenced by many different factors, convertible securities generally
have less potential for gain or loss than the underlying common stocks.
Securities that are convertible other than at the option of the holder generally
do not limit the potential for loss to the same extent as securities that are
convertible only at the option of the holder.
Many
convertible securities have credit ratings that are below investment grade and
are subject to the same risks as an investment in lower-rated debt securities
(commonly known as “junk bonds”). Lower-rated debt securities involve greater
risks than investment grade debt securities. Lower-rated debt securities may
fluctuate more widely in price and yield than investment grade debt securities
and may fall in price during times when the economy is weak or is expected to
become weak. The credit rating of a company’s convertible securities is
generally lower than that of its non-convertible debt securities. Convertible
securities are normally considered “junior” securities—that
is, the company usually must pay interest on its non-convertible debt securities
before it
can make payments on its convertible securities. If the issuer stops paying
interest or principal, convertible securities may become worthless and the Fund
could lose its entire investment. To the extent the Fund invests in convertible
securities issued by small- or mid-cap companies, it will be subject to the
risks of investing in such companies.
Credit
Risk. Credit
risk is the risk that issuers, guarantors, or insurers may fail, or become less
able or unwilling, to pay interest and/or principal when due. Changes in the
actual or perceived creditworthiness of an issuer, factors affecting an issuer
directly (such as management changes, labor relations, collapse of key suppliers
or customers, or material changes in overhead costs), factors affecting the
industry in which a particular issuer operates (such as competition or
technological advances) and changes in general social, economic or political
conditions can increase the risk of default by an issuer, which may affect a
security’s credit quality or value. A downgrade or default affecting any of the
Fund’s securities could affect the Fund’s performance by affecting the credit
quality or value of the Fund’s securities.
Generally,
the longer the maturity and the lower the credit quality of a security, the more
sensitive it is to credit risk. In addition, lower credit quality may lead to
greater volatility in the price of a security and may negatively affect a
security’s liquidity. Ratings represent a rating agency’s opinion regarding the
quality of a security and are not a guarantee of quality, and do not protect
against a decline in the value of a security. In addition, rating agencies may
fail to make timely changes to credit ratings in response to subsequent events
and a rating may become stale in that it fails to reflect changes in an issuer’s
financial condition. The credit quality of a security or instrument can
deteriorate suddenly and rapidly, which may negatively impact its liquidity and
value. The securities in which the Fund invests may be subject to credit
enhancement (for example, guarantees, letters of credit, or bond insurance).
Entities providing credit or liquidity support also may be affected by credit
risk. Credit enhancement is designed
to help
assure timely payment of the security; it does not protect the Fund against
losses caused by declines in a security’s value due to changes in market
conditions.
Currency
Risk. Currency
risk is the risk that foreign currencies will decline in value relative to the
U.S. dollar. To the extent that the Fund invests in securities or other
instruments denominated in or indexed to foreign currencies, changes in currency
exchange rates could adversely impact investment gains or add to investment
losses. Domestic issuers that hold substantial foreign assets may be similarly
affected. Currency exchange rates may fluctuate in response to factors external
to a country’s economy, which makes the forecasting of currency market movements
extremely difficult. Currency exchange rates may fluctuate significantly over
short periods of time and can be affected unpredictably by various factors,
including investor perception of a country’s economy and changes in interest
rates; intervention, or failure to intervene, by U.S. or foreign governments,
central banks, or supranational entities, such as the International Monetary
Fund; or by currency controls or political or regulatory developments in the
U.S. or abroad. Currency markets may be less regulated than securities markets,
may be riskier than other types of investments, and may increase the volatility
of the Fund. To the extent the Fund invests or hedges based on the perceived
relationship between two currencies, there is a risk that the correlation
between those currencies may not behave as anticipated.
Depositary
Receipts Risk.
Depositary receipts are certificates issued by a financial institution
evidencing ownership of underlying foreign securities. While depositary receipts
involve many of the same risks of investing directly in the underlying foreign
securities, they may be less liquid and more volatile than investing directly in
such securities. Depositary receipts are subject to the risk of fluctuation in
the currency exchange rate if, as is often the case, the underlying foreign
securities are denominated in foreign currency, and there may be an imperfect
correlation between the market value of depositary receipts and the underlying
foreign securities. As a result, it is possible to pay either a premium or
discount for a depositary receipt versus the value of the underlying foreign
security. In addition, holders of depositary receipts may have limited or no
rights, including voting rights, to take action with respect to the underlying
securities or to compel the issuer of the receipts to take action. There is no
guarantee that a financial institution will continue to sponsor a depositary
receipt, or that a depositary receipt will continue to trade on an exchange,
either of which could adversely affect the liquidity, availability and pricing
of the instrument and may result in costs and delays in the distribution of the
underlying foreign securities.
Derivatives
Risk. Use of
derivatives is a highly specialized activity that can involve investment
techniques, analysis and risks different from, and in some respects greater
than, those associated with investing in more traditional investments, such as
stocks and bonds. Derivatives can be highly complex and highly volatile and may
perform in unanticipated ways. Derivatives can create leverage, which can
magnify the impact of a decline in the value of the reference instrument
underlying the derivative, and the Fund could lose more than the amount it
invests. Derivatives can have the potential for unlimited losses, for example,
where the Fund may be called upon to deliver a security it does not own.
Derivatives may at times be highly illiquid, and the Fund may not be able to
close out or sell a derivative at a particular time or at an anticipated price.
Derivatives can be difficult to value and valuation may be more difficult in
times of market turmoil. The value of a derivative instrument depends largely on
(and is derived from) the value of the reference instrument underlying the
derivative. There may be imperfect correlation between the behavior of a
derivative and that of the reference instrument underlying the derivative, and
the reference instrument may not perform as anticipated. An abrupt change in the
price of a reference instrument could render a derivative worthless. Derivatives
may involve risks different from, and possibly greater than, the risks
associated with investing directly in the reference instrument. Suitable
derivatives may not be available in all circumstances, and there can be no
assurance that the Fund will use derivatives to reduce exposure to other risks
when that might have been beneficial. Derivatives may involve fees, commissions,
or other costs that may reduce the Fund’s gains or exacerbate losses from the
derivatives. In addition, the Fund’s use of derivatives may have different tax
consequences for the Fund than an investment in the reference instruments, and
those differences may increase the amount and affect the timing and character of
taxable distributions payable to shareholders. Thus, the Fund could be required
at times to liquidate other investments in order to satisfy its distribution
requirements. Certain aspects of the regulatory treatment of derivative
instruments, including federal income tax, are currently unclear and may be
affected by changes in legislation, regulations, or other legally binding
authority. In October 2020, the SEC adopted Rule 18f-4 under the 1940 Act which
regulates the use of derivatives for certain funds registered under the
Investment Company Act (“Rule 18f-4”). The Fund has adopted a Rule 18f-4 Policy
which provides, among other things, that unless the Fund qualifies as a “limited
derivatives user” as defined in Rule 18f-4, the Fund is subject to a
comprehensive derivatives risk management program, to comply with certain
value-at-risk based leverage limits, and to provide additional disclosure both
publicly and to the SEC regarding its derivatives positions. If the Fund
qualifies as a limited derivatives user, Rule 18f-4 requires the Fund to have
policies and procedures to manage its aggregate derivatives
risk.
Derivatives
involve counterparty risk, which is the risk that the other party to the
derivative will fail to make required payments or otherwise comply with the
terms of the derivative. Counterparty risk may arise because of market
activities and developments, the counterparty’s financial condition (including
financial difficulties, bankruptcy, or insolvency), or other reasons. Not all
derivative transactions require a counterparty to post collateral, which may
expose the Fund to greater losses in the event of a default by a
counterparty.
Counterparty risk is generally thought to be greater with OTC derivatives than
with derivatives that are exchange traded or centrally cleared. However,
derivatives that are traded on organized exchanges and/or through clearing
organizations involve the possibility that the futures commission merchant or
clearing organization will default in the performance of its obligations. In
addition, during periods of market volatility, such exchanges or clearing
organizations may suspend or limit trading in a derivative, which may make the
contract temporarily illiquid and difficult to price.
When the
Fund uses derivatives, it will likely be required to provide margin or
collateral; these practices are intended to satisfy contractual undertakings and
regulatory requirements and will not prevent the Fund from incurring losses on
derivatives. The need to provide margin or collateral could limit the Fund’s
ability to pursue other opportunities as they arise. Derivatives that have
margin requirements involve the risk that if the Fund has insufficient cash or
eligible margin securities to meet daily variation margin requirements, it may
have to sell securities or other instruments from its portfolio at a time when
it may be disadvantageous to do so. A relatively small price movement in a
derivative may result in substantial losses to the Fund, exceeding the amount of
the margin paid. The Fund normally will remain obligated to meet margin
requirements until a derivatives position is closed.
Ongoing
changes to regulation of the derivatives markets and actual and potential
changes in the regulation of funds using derivative instruments could limit the
Fund’s ability to pursue its investment strategies. New regulation of
derivatives may make them more costly, or may otherwise adversely affect their
liquidity, value or performance.
Although
the Fund may use derivatives to attempt to hedge against certain risks, the
hedging instruments may not perform as expected and could produce
losses.
Additional
risks associated with certain types of derivatives are discussed
below:
Forward
Contracts. There
are no limitations on daily price movements of forward contracts. Changes in
foreign exchange regulations by governmental authorities might limit the trading
of forward contracts on currencies. There have been periods during which certain
counterparties have refused to continue to quote prices for forward contracts or
have quoted prices with an unusually wide spread (the difference between the
price at which the counterparty is prepared to buy and the price at which it is
prepared to sell).
Futures. There can
be no assurance that, at all times, a liquid market will exist for offsetting a
futures contract that the Fund has previously bought or sold and this may result
in the inability to close a futures position when desired. This could be the
case if, for example, a futures price has increased or decreased by the maximum
allowable daily limit and there is no buyer (or seller) willing to purchase (or
sell) the futures contract that the Fund needs to sell (or buy) at that limit
price. In the absence of such limits, the liquidity of the futures market
depends on participants entering into offsetting transactions rather than taking
or making delivery. To the extent a Fund enters into futures contracts requiring
physical delivery (e.g., certain commodities contracts), the inability of the
Fund to take or make physical delivery can negatively impact
performance.
Options. The use
of options involves investment strategies and risks different from those
associated with ordinary portfolio securities transactions. If a strategy is
applied at an inappropriate time or market conditions or trends are judged
incorrectly, the use of options may lower the Fund’s return. There can be no
guarantee that the use of options will increase the Fund’s return or income. In
addition, there may be an imperfect correlation between the movement in prices
of options and the securities underlying them and there may at times not be a
liquid secondary market for various options. An abrupt change in the price of an
underlying security could render an option worthless. The prices of options are
volatile and are influenced by, among other things, actual and anticipated
changes in the value of the underlying instrument, or in interest or currency
exchange rates, including the anticipated volatility of the underlying
instrument (known as implied volatility), which in turn are affected by the
performance of the issuer of the underlying instrument, by fiscal and monetary
policies and by national and international political and economic events. As
such, prior to the exercise or expiration of the option, the Fund is exposed to
implied volatility risk, meaning the value, as based on implied volatility, of
an option may increase due to market and economic conditions or views based on
the sector or industry in which issuers of the underlying instrument
participate, including company-specific factors.
By writing
put options, the Fund takes on the risk of declines in the value of the
underlying instrument, including the possibility of a loss up to the entire
strike price of each option it sells, but without the corresponding opportunity
to benefit from potential increases in the value of the underlying instrument.
When the Fund writes a put option, it assumes the risk that it must purchase the
underlying instrument at a strike price that may be higher than the market price
of the instrument. If there is a broad market decline and the Fund is not able
to close out its written put options, it may result in substantial losses to the
Fund. By writing a call option, the Fund may be obligated to deliver instruments
underlying an option at less than the market price. In the case of an uncovered
call option, there is a risk of unlimited
loss. When
an uncovered call is exercised, the Fund must purchase the underlying instrument
to meet its call obligations and the necessary instruments may be unavailable
for purchase. Additionally, volatility in the market for equity securities,
which has been dramatically increased recently for certain stocks, can
meaningfully increase the risk of loss associated with options. When the Fund
writes a covered call option, it gives up the opportunity to profit from a price
increase in the underlying instrument above the strike price. If a covered call
option that the Fund has written is exercised, the Fund will experience a gain
or loss from the sale of the underlying instrument, depending on the price at
which the Fund purchased the instrument and the strike price of the option. The
Fund will receive a premium from writing options, but the premium received may
not be sufficient to offset any losses sustained from exercised options. In the
case of a covered call, the premium received may be offset by a decline in the
market value of the underlying instrument during the option period. If an option
that the Fund has purchased is never exercised or closed out, the Fund will lose
the amount of the premium it paid and the use of those funds.
Swaps. Swap
transactions generally do not involve delivery of reference instruments or
payment of the notional amount of the contract. Accordingly, the risk of loss
with respect to swaps generally is limited to the net amount of payments that
the Fund is contractually obligated to make or, in the case of the other party
to a swap defaulting, the net amount of payments that the Fund is contractually
entitled to receive. If the Fund sells a credit default swap, however, the risk
of loss may be the entire notional amount of the swap.
Some swaps
are now executed through an organized exchange or regulated facility and cleared
through a regulated clearing organization. The absence of an organized exchange
or market for swap transactions may result in difficulties in trading and
valuation, especially in the event of market disruptions. The use of an
organized exchange or market for swap transactions is expected to result in
swaps being easier to trade or value, but this may not always be the
case.
Dividend
Risk. Dividends
the Fund receives on common stocks are not fixed but are declared at the
discretion of an issuer’s board of directors. There is no guarantee that the
companies in which the Fund invests will declare dividends in the future or that
dividends, if declared, will remain at current levels or increase over time.
Changes in a company’s dividend policies, either a reduction or elimination, may
cause the Fund to receive less income and may negatively impact that company’s
securities. Securities that pay dividends may be sensitive to changes in
interest rates, and as interest rates rise or fall, the prices of such
securities may be impacted. A sharp rise in interest rates, or other market
downturn, could result in a decision to decrease or eliminate a dividend. During
a broad market advance, securities that pay dividends may not appreciate as much
as securities that do not pay dividends.
Environmental,
Social and Governance Criteria Risk. The
Neuberger China Equity ETF’s application of environmental, social and governance
criteria is designed and utilized to help identify companies that demonstrate
the potential to create economic value or reduce risk; however as with the use
of any investment criteria in selecting a portfolio, there is no guarantee that
the criteria used by the Fund will result in the selection of issuers that will
outperform other issuers, or help reduce risk in the portfolio. Investing based
on environmental, social and governance criteria is qualitative and subjective
by nature and there is no guarantee that the criteria used by the Fund will
reflect the beliefs or values of any particular investor. The use of the Fund’s
environmental, social and governance criteria could also affect the Fund’s
exposure to certain sectors or industries, and could impact the Fund’s
investment performance depending on whether the environmental, social and
governance criteria used are ultimately reflected in the market. Information
used to evaluate the Fund's application of environmental, social and governance
criteria, like other information used to identify companies in which to invest,
may not be readily available, complete, or accurate, which could negatively
impact the Fund's performance or create additional risk in the portfolio.
Current laws and regulations governing investing based on environmental, social
and governance criteria, including, but not limited to, the definition and/or
the application of such criteria, are continuously evolving, which could
negatively impact the Fund and its ability to invest in accordance with such
criteria.
ETF
Risk. As an
exchange-traded fund (“ETF”), the Fund is subject to the following
risks:
Authorized
Participants Concentration Risk. The Fund
has a limited number of financial institutions that may act as authorized
participants. Only an authorized participant may transact in creation and
redemption transactions directly with the Fund, and authorized participants are
not obligated to engage in such transactions. To the extent they exit the
business or are otherwise unable or unwilling to proceed in creation and
redemption transactions with the Fund, such as in times of market stress, and no
other Authorized Participant is able to step forward to create or redeem,
trading in Fund shares may be significantly diminished, bid-ask spreads may
widen and shares of the Fund may be more likely to trade at a premium or
discount to net asset value (“NAV”) and possibly face trading halts or
delisting. To the extent the Fund invests in securities issued by non-U.S.
issuers or other securities or instruments that have lower trading volumes, this
risk is heightened.
Cash
Transactions Risk. Unlike
certain ETFs, the Fund may effect its creations and redemptions in cash or
partially in cash. As a result, an investment in the Fund may be less
tax-efficient than an investment in other ETFs. Other ETFs generally are able to
make in-kind redemptions and avoid realizing gains in connection with
transactions designed to raise cash to meet redemption requests. If the Fund
effects a portion of redemptions for cash, it may be required to sell portfolio
securities in order to obtain the cash needed to distribute redemption proceeds,
which also involves transaction costs. If the Fund recognizes gain on these
sales, this generally will cause the Fund to recognize gain it might not
otherwise have recognized if it were to distribute portfolio securities in-kind,
or to recognize such gain sooner than would otherwise be required. The Fund
generally intends to distribute these gains to shareholders to avoid being taxed
on this gain at the Fund level and otherwise comply with the special tax rules
that apply to it. This strategy may cause shareholders to be subject to tax on
gains they would not otherwise be subject to, or at an earlier date than, if
they had made an investment in a different ETF. In addition, cash transactions
may have to be carried out over several days if the securities market in which
the Fund is trading is less liquid and may involve considerable transaction
expenses and taxes. These brokerage fees and taxes, which will be higher than if
the Fund sold and redeemed its shares principally in-kind, may be passed on to
purchasers and redeemers of shares in the form of transaction fees. However, the
Fund has capped the total transaction fees that may be charged in connection
with redemptions. To the extent any costs associated with cash transactions are
not offset by any transaction fees payable by an authorized participant, the
Fund’s performance could be negatively impacted.
International
Closed Market Trading Risk. To the
extent the Fund’s investments trade in markets that are closed when the Fund and
NYSE Arca, Inc. (“Exchange”) are open, there are likely to be deviations between
current pricing of an underlying security and the last quoted price for the
underlying security (i.e., the Fund’s quote from the closed foreign market). As
a result, premiums or discounts to NAV may develop in share prices, and bid-ask
spreads may be greater than those experienced by other funds. In addition,
shareholders may not be able to purchase or redeem their shares of the Fund, or
purchase or sell shares of the Fund on the Exchange, on days when the NAV of the
Fund could be significantly affected by events in the relevant non-U.S.
markets.
Premium/Discount
Risk. The NAV
of the Fund’s shares will generally fluctuate with changes in the market value
of the Fund’s securities holdings. The market prices of Fund shares will
generally fluctuate in accordance with changes in the Fund’s NAV and supply and
demand of shares on the secondary market. It cannot be predicted whether Fund
shares will trade below, at or above their NAV. As a result, shareholders of the
Fund may pay more than NAV when purchasing shares and receive less than NAV when
selling Fund shares. Price differences may be due, in part, to the fact that
supply and demand forces at work in the secondary trading market for shares may
be closely related to, but not identical to, the same forces influencing the
prices of the Fund’s holdings. This risk is heightened in times of market
volatility or periods of steep market declines. In such market conditions,
market or stop-loss orders to sell the ETF shares may be executed at market
prices that are significantly below NAV. The market prices of Fund shares may
deviate significantly from the NAV of the shares during periods of market
volatility or if the Fund’s holdings are or become more illiquid. Disruptions to
creations and redemptions may result in trading prices that differ significantly
from the Fund’s NAV. In addition, market prices of Fund shares may deviate
significantly from the NAV if the number of Fund shares outstanding is smaller
or if there is less active trading in Fund shares. Investors purchasing and
selling Fund shares in the secondary market may not experience investment
results consistent with those experienced by those creating and redeeming
directly with the Fund. Further, to the extent that exchange specialists, market
makers and/or authorized participants are unavailable or unable to trade the
Fund’s shares and/or engage in creation and redemption transactions, premiums or
discounts may widen.
Secondary
Market Trading Risk. Investors
buying or selling shares in the secondary market will normally pay brokerage
commissions, which are often a fixed amount and may be a significant
proportional cost for investors buying or selling relatively small amounts of
shares. In addition, secondary market investors will incur the cost of the
difference between the price that an investor is willing to pay for shares (the
bid price) and the price at which an investor is willing to sell shares (the ask
price). This difference in bid and ask prices is often referred to as the
“spread” or “bid/ask spread.” The bid/ask spread, which increases the cost of
purchasing and selling Fund shares, varies over time for shares based on trading
volume and market liquidity, and is generally lower if the Fund’s shares have
more trading volume and market liquidity and higher if the Fund’s shares have
little trading volume and market liquidity. Increased market volatility may
cause increased bid/ask spreads.
Although
Fund shares are listed for trading on the Exchange, there can be no assurance
that an active trading market for such shares will develop or be maintained,
that bid-ask spreads will be narrow, or that the Fund’s shares will continue to
be listed. If the Fund is delisted, it may result in the liquidation of the
Fund, which would adversely impact shareholders. Trading in Fund shares may be
halted due to market conditions or for reasons that, in the view of the
Exchange, make
trading in
shares inadvisable. In addition, trading in shares is subject to trading halts
caused by extraordinary market volatility pursuant to Exchange “circuit breaker”
rules. In stressed market conditions, the liquidity of the Fund’s shares may
begin to mirror the liquidity of the Fund’s underlying holdings, which can be
less liquid than the Fund’s shares. There can be no assurance that the
requirements of the Exchange necessary to maintain the listing of any Fund will
continue to be met or will remain unchanged or that the shares will trade with
any volume, or at all.
Foreign
and Emerging Market Risk. Foreign
securities , including those issued by foreign governments, involve risks in
addition to those associated with comparable U.S. securities. Additional risks
include exposure to less developed or less efficient trading markets; social,
political, diplomatic, or economic instability; trade barriers and other
protectionist trade policies (including those of the U.S.); imposition of
economic sanctions against a particular country or countries, organizations,
companies, entities and/or individuals; significant government involvement in an
economy and/or market structure; fluctuations in foreign currencies or currency
redenomination; potential for default on sovereign debt; nationalization or
expropriation of assets; settlement, custodial or other operational risks;
higher transaction costs; confiscatory withholding or other taxes; and less
stringent auditing and accounting, corporate disclosure, governance, and legal
standards. The Fund may have limited or no legal recourse in the event of
default with respect to certain foreign securities. In addition, key information
about the issuer, the markets or the local government or economy may be
unavailable, incomplete, or inaccurate. As a result, foreign securities may
fluctuate more widely in price, and may also be less liquid, than comparable
U.S. securities. World markets, or those in a particular region, may all react
in similar fashion to important economic or political developments. In addition,
securities issued by U.S. entities with substantial foreign operations may
involve risks relating to political, economic, or regulatory conditions in
foreign countries, as well as currency exchange rates. Regardless of where a
company is organized or its stock is traded, its performance may be affected
significantly by events in regions from which it derives its profits or in which
it conducts significant operations.
Investing
in emerging market countries involves risks in addition to and greater than
those generally associated with investing in more developed foreign countries.
The governments of emerging market countries may be more unstable and more
likely to impose capital controls, nationalize a company or industry, place
restrictions on foreign ownership and on withdrawing sale proceeds of securities
from the country, intervene in the financial markets, and/or impose burdensome
taxes that could adversely affect security prices. To the extent a foreign
security is denominated in U.S. dollars, there is also the risk that a foreign
government will not let U.S. dollar-denominated assets leave the country. In
addition, the economies of emerging market countries may be dependent on
relatively few industries that are more susceptible to local and global changes,
and may suffer from extreme and volatile debt burdens or inflation rates.
Emerging market countries may also have less developed legal and accounting
systems, and their legal systems may deal with issuer bankruptcies and defaults
differently than U.S. law would. Shareholder claims and legal remedies that are
common in the United States may be difficult or impossible to pursue in many
emerging market countries. In addition, due to jurisdictional limitations,
matters of comity and various other factors, U.S. authorities may be limited in
their ability to bring enforcement actions against non-U.S. companies and
non-U.S. persons in certain emerging market countries. Most foreign and emerging
market companies are not subject to the uniform accounting, auditing and
financial reporting requirements applicable to issuers in the United States,
which may impact the availability and quality of information about foreign and
emerging market issuers. Securities markets in emerging market countries are
also relatively small and have substantially lower trading volumes.
Additionally, in times of market stress, regulatory authorities of different
emerging market countries may apply varying techniques and degrees of
intervention, which can have an effect on prices. Securities of issuers in
emerging market countries may be more volatile and less liquid than securities
of issuers in foreign countries with more developed economies or markets and the
situation may require that the Fund fair value its holdings in those
countries.
Securities
of issuers traded on foreign exchanges may be suspended, either by the issuers
themselves, by an exchange, or by governmental authorities. The likelihood of
such suspensions may be higher for securities of issuers in emerging or
less-developed market countries than in countries with more developed markets.
Trading suspensions may be applied from time to time to the securities of
individual issuers for reasons specific to that issuer, or may be applied
broadly by exchanges or governmental authorities in response to market events.
Suspensions may last for significant periods of time, during which trading in
the securities and in instruments that reference the securities, such as
derivative instruments, may be halted. In the event that the Fund holds material
positions in such suspended securities or instruments, the Fund’s ability to
liquidate its positions or provide liquidity to investors may be compromised and
the Fund could incur significant losses.
In
addition, foreign markets may perform differently than the U.S. market. Over a
given period of time, foreign securities may underperform U.S.
securities—sometimes
for years. The Fund could also underperform if it invests in countries or
regions whose economic
performance falls short. To the extent that the Fund invests a portion of its
assets in one country, state, region or currency, an adverse economic, business
or political development may affect the value of the Fund’s investments more
than if its investments were not so invested. Further, from time to time, based
on market or economic conditions the Fund may invest a significant portion of
its assets in one country or geographic region. If the Fund does so, there is a
greater risk that economic, political, regulatory, diplomatic, social and
environmental conditions in that particular country or geographic region may
have a
significant
impact on the Fund’s performance and that the Fund’s performance will be more
volatile than the performance of more geographically diversified funds. The
economies and financial markets of certain regions can be highly interdependent
and may decline all at the same time. In addition, certain areas are prone to
natural disasters such as earthquakes, volcanic eruptions, floods, droughts or
tsunamis and are economically sensitive to environmental events.
The effect
of economic instability on specific foreign markets or issuers may be difficult
to predict or evaluate. Some national economies continue to show profound
instability, which may in turn affect their international trading and financial
partners or other members of their currency bloc.
Foreign
Exposure Risk.
Securities issued by U.S. entities with substantial foreign operations or
holdings, or issued by foreign entities listed on a U.S. exchange, may involve
additional risks relating to political, economic, or regulatory conditions in
those foreign countries. Additional risks may include exposure to less developed
or less efficient commercial trading markets; social, political, diplomatic or
economic instability; fluctuations in foreign currencies or currency
redenomination; laws limiting or restricting the movement of assets out of the
country; nationalization or expropriation of assets; less stringent legal
standards; possible unfavorable treatment under U.S. tax laws; and
discriminatory application of local regulatory or criminal laws.
Growth
Stock Risk. Because
the prices of most growth stocks are based on future expectations, these stocks
tend to be more sensitive than value stocks to bad economic news and negative
earnings surprises. When these expectations are not met or decrease, the prices
of these stocks may decline, sometimes sharply, even if earnings showed an
absolute increase. Bad economic news or changing investor perceptions may
adversely affect growth stocks across several sectors and industries
simultaneously. Growth stocks tend to reinvest a high portion of earnings in
their business, which can make them more volatile, and growth stocks also may
lack the dividends often associated with value stocks that can cushion their
decline in a falling market. While the price of any type of stock may rise and
fall rapidly, growth stocks may underperform during periods when the market
favors value stocks.
High
Portfolio Turnover Risk. The Fund
may engage in active and frequent trading and may have a high portfolio turnover
rate, which may increase the Fund’s transaction costs, such as brokerage
commissions, dealer mark-ups and other costs, may adversely affect the Fund’s
performance and may generate a greater amount of capital gain distributions to
shareholders, than if the Fund had a low portfolio turnover
rate.
Interest
Rate Risk. In
general, the value of investments with interest rate risk, such as debt
securities, will move in the direction opposite to movements in interest rates.
If interest rates rise, the value of such securities may decline. Interest rate
changes can be sudden and unpredictable and may be made in response to the
supply and demand for credit, changes to government monetary policy and other
initiatives, inflation rates, perceptions of risk and other factors. A changing
interest rate environment increases certain risks, including the potential for
periods of volatility. Debt securities have varying levels of sensitivity to
changes in interest rates. Typically, the longer the maturity (i.e., the term of
a debt security) or duration (i.e., a measure of the sensitivity of a debt
security to changes in market interest rates, based on the entire cash flow
associated with the security) of a debt security, the greater the effect a
change in interest rates could have on the security’s price. For example, if
interest rates increase by 1%, a debt security with a duration of two years will
decrease in value by approximately 2%. Thus, the sensitivity of the Fund’s debt
securities to interest rate risk will increase with any increase in the duration
of those securities. Short-term securities tend to react to changes in
short-term interest rates, and long-term securities tend to react to changes in
long-term interest rates. Short-term and long-term interest rates, and interest
rates in different countries, do not necessarily move in the same direction or
by the same amount. The link between interest rates and debt security prices
tends to be weaker with lower-rated debt securities than with investment grade
debt securities.
Issuer-Specific
Risk. An
individual security may be more volatile, and may perform differently, than the
market as a whole. The value of an issuer’s securities may deteriorate because
of a variety of factors, including disappointing earnings reports by the issuer,
unsuccessful products or services, loss of major customers, major litigation
against the issuer, perceived poor management performance, changes in economic
or political conditions or in government regulations affecting the issuer or the
competitive environment. Certain unanticipated events, such as natural
disasters, may have a significant adverse effect on the value of an issuer’s
securities.
Japan
Investment Risk. The
changing economic, political and social conditions in Japan could significantly
impact the value of the Japanese securities held by the Fund. The Japanese
market can experience significant volatility due to regional and global
economic, social, and political conditions and events in the U.S. or elsewhere,
and global economic disruptions such as supply chain disruptions and
geopolitical instability and other hostilities, and to natural disasters or
epidemics. The Japanese yen has fluctuated widely at times, and the Fund bears
substantial risks associated with fluctuating currency exchange
rates.
The
Japanese economy has only recently emerged from a prolonged economic downturn.
Since the year 2000, Japan’s economic growth rate has remained relatively low.
The Japanese economy is characterized by government intervention and
protectionism, reliance on oil imports, a highly regulated labor market, an
aging demographic, declining population, and large government debt.
As such,
economic growth is heavily dependent on continued growth in international trade,
relatively low commodities prices, government support of the financial services
sector and other government policies. In the longer term, Japan will have to
address the effects of an aging population, such as a shrinking workforce and
higher welfare costs. To date, Japan has had restrictive immigration policies
that, combined with other demographic concerns, appear to be having a negative
impact on the economy. Japan is heavily dependent on oil and other commodity
imports, and higher commodity prices could therefore have a negative impact on
the Japanese economy. International trade, particularly with the U.S., also
impacts the growth of the Japanese economy, and trade policies taken by the U.S.
and other trade partners or adverse economic conditions in the U.S. or other
trade partners may affect Japan and the Fund’s investments. The Japanese yen has
fluctuated widely at times, and any increase in its value may cause a decline in
exports that could adversely impact the Japanese economy. The yen has had a
history of volatile movements against the U.S. dollar, and had affected by
currency volatility elsewhere in the market. Japanese intervention in the
currency markets could cause the value of the yen to fluctuate sharply and
unpredictably and could cause losses to investors. Japan’s economy could be
negatively impacted by many other factors, including rising interest rates, tax
increases and budget deficits, potential changes in the economic and fiscal
policies of Japan, and political tensions with neighboring countries and
regional conflicts. Should political tension increase, it could adversely affect
the economy, especially the export sector, and destabilize the region as a
whole. Japan is located in a region that is susceptible to natural disasters,
which may have a significant impact on the business operations of Japanese
companies in the affected.
Large
Shareholder Risk. Certain
large shareholders, including Authorized Participants, may from time to time own
a substantial amount of the Fund’s shares. There is no requirement that these
shareholders maintain their investment in the Fund. There is a risk that such
large shareholders or that the Fund’s shareholders generally may redeem all or a
substantial portion of their investments in the Fund in a short period of time,
which could have a significant negative impact on the Fund’s NAV, liquidity,
brokerage costs, and expenses. Large redemptions could also result in tax
consequences to shareholders and impact the Fund’s ability to implement its
investment strategy. The Fund’s ability to pursue its investment objective after
one or more large scale redemptions may be impaired and, as a result, the Fund
may invest a larger portion of its assets in cash or cash
equivalents.
Leverage
Risk. Leverage
amplifies changes in the Fund’s net asset value and may make the Fund more
volatile. Derivatives, short positions and securities lending, may create
leverage and can result in losses to the Fund that exceed the amount originally
invested and may accelerate the rate of losses or magnify the risks of other
portfolio investments. For certain instruments or transactions that create
leverage, or have embedded leverage, relatively small market fluctuations may
result in large changes in the value of such investments. In addition, the costs
that the Fund pays to engage in these practices are additional costs borne by
the Fund and could reduce or eliminate any net investment profits. Unless the
profits from engaging in these practices exceed the costs of engaging in these
practices, the use of leverage will diminish the investment performance of the
Fund compared with what it would have been had the Fund not used leverage. There
can be no assurance that the Fund’s use of any leverage will be successful. The
Fund’s investment exposure can exceed its net assets, sometimes by a significant
amount. When the Fund uses leverage or utilizes certain of these practices, it
may need to dispose of some of its holdings at unfavorable times or prices in
order to satisfy regulatory or other requirements.
Liquidity
Risk. From time
to time, the trading market for a particular investment or type of investment in
which the Fund invests is or may become less liquid or even illiquid. Illiquid
investments frequently can be more difficult to purchase or sell at an
advantageous price or time. An illiquid investment means any investment that the
Fund reasonably expects cannot be sold or disposed of in current market
conditions in seven calendar days or less without the sale or disposition
significantly changing the market value of the investment. Judgment plays a
greater role in pricing these investments than it does in pricing investments
having more active markets, and there is a greater risk that the investments may
not be sold for the price at which the Fund is carrying them. The Fund may
receive illiquid securities as a result of its investment in securities involved
in restructurings. Certain investments that were liquid when the Fund purchased
them may become illiquid, sometimes abruptly, particularly during periods of
increased market volatility, adverse investor perception, economic uncertainty
or changes in interest rates. Additionally, market closures due to holidays or
other factors may render a security or group of securities (e.g., securities
tied to a particular country or geographic region) illiquid for a period of
time, which can be extensive. An inability to sell a portfolio position can
adversely affect the Fund’s value or prevent the Fund from being able to take
advantage of other investment opportunities. Market prices for such securities
or other investments may be volatile. Market participants attempting to sell the
same or a similar investment at the same time as the Fund could decrease the
liquidity of such investments, especially during times of market volatility.
During periods of substantial market volatility, an investment or even an entire
market segment may become illiquid, sometimes abruptly, which can adversely
affect the Fund’s ability to limit losses.
Unexpected
episodes of illiquidity, including due to market or political factors,
instrument or issuer-specific factors and/or unanticipated outflows or other
factors, may limit the Fund’s ability to pay redemption proceeds within the
allowable time period. To meet redemption requests during periods of
illiquidity, the Fund may be forced to sell securities at an unfavorable time
and/or under unfavorable conditions.
Market
Capitalization Risk (Small-, Mid- and Large-Cap Companies Risk). To the
extent the Fund invests in securities of small-, mid-, or large-cap companies,
it takes on the associated risks. At times, any of these market capitalizations
may be out of favor with investors. Compared to small- and mid-cap companies,
large-cap companies may be unable to respond as quickly to changes and
opportunities and may grow at a slower rate. As such, the return on investment
in securities of large-cap companies may be less than the return on investment
in securities of small- and/or mid-cap companies. Compared to large-cap
companies, small- and mid-cap companies may depend on a more limited management
group, may have a shorter history of operations, less publicly available
information, less stable earnings and limited product lines, markets or
financial resources. The securities of small- and mid-cap companies may
fluctuate more widely in price than the market as a whole, which at times can be
rapid and unpredictable, may be difficult to sell when the economy is not robust
or during market downturns, and may be more affected than other types of
securities by the underperformance of a sector, during market downturns, by
adverse publicity and investor perceptions, by interest rate changes and by
government regulation. There may also be less trading in small- or mid-cap
securities, which means that buy and sell transactions in those securities could
have a larger impact on a security’s price than is the case with large-cap
securities and the Fund may not be able to liquidate a position at a particular
time.
To the
extent the Fund defines the market capitalization range by reference to the
market capitalization range of companies in the named index, please note the
size of companies in an index can change with market conditions. In addition,
changes to the composition of an index can change the market capitalization
range of companies in the index and, therefore, the market capitalization range
of companies in which the Fund invests.
Market
Direction Risk. Since
the Fund will typically hold both long and short positions, an investment in the
Fund will involve market risks associated with different types of investment
decisions than those made for a typical “long only” fund. The Fund’s results
could suffer when there is a general market advance and the Fund holds
significant “short” positions, or when there is a general market decline and the
Fund holds significant “long” positions. The markets may have considerable
volatility from day to day and even in intra-day trading.
Market
Volatility Risk. Markets
may be volatile and values of individual securities and other investments,
including those of a particular type, may decline significantly in response to
adverse issuer, political, regulatory, market, economic or other developments
that may cause broad changes in market value, public perceptions concerning
these developments, and adverse investor sentiment or publicity. Changes in the
financial condition of a single issuer may impact a market as a whole. Changes
in value may be temporary or may last for extended periods and may not have the
same impact on all types of securities and instruments. If the Fund sells a
portfolio position before it reaches its market peak, it may miss out on
opportunities for better performance. Geopolitical risks, including terrorism,
tensions or open conflict between nations, or political or economic dysfunction
within some nations that are major players on the world stage or major producers
of oil, may lead to overall instability in world economies and markets generally
and have led, and may in the future lead, to increased market volatility and may
have adverse long-term effects. Similarly, environmental and public health
risks, such as natural disasters or epidemics, or widespread fear that such
events may occur, may impact markets and economies adversely and cause market
volatility in both the short- and long-term.
Model
Risk. To a
significant extent, the Fund’s performance will depend on the success of
implementing and managing the investment models that assist in allocating the
Fund’s assets. Fund performance will also be affected by the fundamental
analysis and inputs used by models regarding investments. Models may be employed
that turn out not to be well-suited to prevailing market conditions. Models that
have been formulated on the basis of past market data may not be indicative of
future price movements. Models rely on data inputs and such data may be
incorrect or incomplete making the model unreliable. Models may not be reliable
or produce unexpected results if unusual or disruptive events specific to
particular corporations, or major events external to the operation of markets,
cause market moves the nature or size of which are inconsistent with the
historic performance of individual markets and their relationship to one another
or to other macroeconomic events. Models also may have hidden biases or exposure
to broad structural or sentiment shifts. In the event that actual events fail to
conform to the assumptions underlying such models, losses could be incurred. The
performance of the investment models may be impacted by software or other
technology malfunctions, programming inaccuracies, power loss, and similar
events or circumstances, which may be difficult to detect and may be beyond the
control of the Fund.
Mortgage-
and Asset-Backed Securities Risk. The
value of mortgage- and asset-backed securities, including collateralized
mortgage instruments, will be influenced by the factors affecting the housing
market or the assets underlying the securities. These securities differ from
more traditional debt securities because the principal is paid back over the
life of the security rather than at the security’s maturity; however, principal
may be repaid early if a decline in interest rates causes many borrowers to
refinance (known as prepayment risk), or repaid more slowly if a rise in rates
causes refinancings to slow down (known as extension risk). Thus, they tend to
be more sensitive to changes in interest rates than other types of debt
securities and as a result, these securities may exhibit additional volatility
during periods of interest rate turmoil. Asset-backed securities also may not
have the benefit of any security interest in the related assets. Mortgage- and
asset-backed securities may be “subordinated” to other interests in the
same pool
and a holder of those “subordinated” securities would receive payments only
after any obligations to other more “senior” investors have been satisfied. In
addition, investments in mortgage- and asset-backed securities may be subject to
call risk, credit risk, valuation risk, and illiquid investment risk, sometimes
to a higher degree than various other types of debt securities. These securities
are also subject to the risk of default on the underlying mortgages or assets,
particularly during periods of market downturn, and an unexpectedly high rate of
defaults on the underlying assets will adversely affect the security’s value.
Further, such securities may have credit support, the utility of which could be
negatively affected by such conditions as well.
Natural
Resources Risk.
Investments related to natural resources (including MLPs) may be affected by
numerous factors, including events occurring in nature, inflationary pressures
and domestic and international politics. For example, events occurring in nature
(such as earthquakes or fires in prime natural resource areas) and political
events (such as coups or military confrontations) can affect the overall supply
of a natural resource and the value of companies involved in such natural
resource. In addition, interest rates, fluctuations in commodity prices; reduced
consumer demand for commodities such as oil, natural gas or petroleum products;
reduced availability of natural gas or other commodities for transporting,
processing, storing or delivering; slowdowns in new construction; international
economic developments, energy conservation, tax and other government regulations
(both U.S. and foreign) can affect the profitability and value of securities
issued by these companies. Additionally, natural resource investments are
subject to substantial government regulation, including environmental regulation
and liability for environmental damage, and changes in the regulatory
environment for these companies may adversely impact their profitability. These
types of companies have historically experienced substantial price volatility.
At times, the performance of these investments may lag the performance of other
sectors or the market as a whole.
New
Fund Risk. The Fund
may not be successful in implementing its investment strategy, and its
investment strategy may not be successful under all future market conditions,
either of which could result in the Fund being liquidated at some future time
without shareholder approval and/or at a time that may not be favorable for
certain shareholders. New funds may not attract sufficient assets to achieve
investment, trading or other efficiencies and, if the Fund does not grow in
size, it will be at greater risk than larger funds of wider bid-ask spreads for
its shares, trading at a greater premium or discount to NAV and/or a stop to
trading.
Non-Diversified
Fund Risk. Each of
Neuberger China Equity ETF, Neuberger Core Equity ETF, Neuberger Growth ETF and
Neuberger Quality Select ETF is classified as non-diversified. As such, the
percentage of the Fund’s assets invested in any single issuer or a few issuers
is not limited as much as it is for a fund classified as diversified. Investing
a higher percentage of its assets in any one or a few issuers could increase the
Fund’s risk of loss and its share price volatility, because the value of its
shares would be more susceptible to adverse events affecting those
issuers.
Operational
and Cybersecurity Risk. The Fund
and its service providers, and your ability to transact with the Fund, may be
negatively impacted due to operational matters arising from, among other
problems, human errors, processing and communications errors, counterparty and
third-party disruptions or errors, systems and technology disruptions or
failures, or cybersecurity incidents. Cybersecurity incidents may allow an
unauthorized party to gain access to fund assets, customer data, or proprietary
information, or cause the Fund or its service providers, as well as the
securities trading venues and their service providers, to suffer data corruption
or lose operational functionality, including those related to critical
functions. Cybersecurity incidents can result from deliberate attacks (e.g.,
malicious software coding, ransomware, or “hacking”) or unintentional events
(e.g., inadvertent release of confidential information). A cybersecurity
incident could, among other things, result in the loss or theft of customer data
or funds, customers or employees being unable to access electronic systems
(“denial of services”), loss or theft of proprietary information or corporate
data, physical damage to a computer or network system, or remediation costs
associated with system repairs. A cybersecurity incident may not permit the Fund
and its service providers to access electronic systems to perform critical
duties for the Fund, such as trading and calculating net asset value. Any
cybersecurity incident could have a substantial adverse impact on the Fund and
its shareholders.
The
occurrence of any of these problems could result in a loss of information,
regulatory scrutiny, reputational damage and other consequences, any of which
could have a material adverse effect on the Fund or its shareholders. The
Manager, through its monitoring and oversight of Fund service providers,
endeavors to determine that service providers take appropriate precautions to
avoid and mitigate risks that could lead to such problems. While the Manager has
established business continuity plans and risk management systems seeking to
address these problems, there are inherent limitations in such plans and
systems, and it is not possible for the Manager or the other Fund service
providers to identify all of the cybersecurity or other operational risks that
may affect the Fund or to develop processes and controls to completely eliminate
or mitigate their occurrence or effects. Most issuers in which the Fund invests
are heavily dependent on computers for data storage and operations, and require
ready access to the internet to conduct their business. Thus, cybersecurity
incidents could also affect issuers of securities in which the Fund invests,
leading to significant loss of value.
Artificial
Intelligence. The Fund
and its service providers, including its adviser, may utilize artificial
intelligence (“AI”) technologies, including machine learning models and
generative AI, to improve operational efficiency and in connection
with
research. In addition, counterparties used by the Fund may utilize AI in their
business activities. While the Manager may restrict certain uses of AI tools,
the Fund and its adviser are not in a position to control the use of AI in
third-party products or services. The use of AI introduces numerous potential
challenges and the use of AI can lead to reputational damage, legal liabilities,
and competitive disadvantages, as well as negatively impact business operations,
which may occur with or without mismanagement in the use of the AI. AI requires
the collection and processing of substantial amounts of data, which poses risks
of data inaccuracies, incompleteness, and inherent biases, and which can degrade
the technology’s effectiveness and reliability. Such data can include
proprietary information, the use of which by AI may be unauthorized and subject
to potential liability. Rapid technological advancements further complicate risk
predictions, and competitors who adopt AI more swiftly may gain a competitive
edge. The complexity and opacity of AI systems raise significant accountability
and ethical concerns. AI has enhanced the ability of threat actors to amplify
the potency, scale, and speed of cybersecurity attacks. AI’s role in increasing
automation raises concerns about job displacement and may lead to economic and
social disruptions. The unpredictable nature of AI’s impact on market dynamics
complicates traditional risk assessment models, making it challenging to
identify risks and opportunities using historical data. Legal and regulatory
frameworks governing AI’s use, particularly concerning data privacy and
protection, are evolving rapidly. These changes could materially alter how AI is
used, which may negatively impact the Fund.
Other
Investment Company Risk. To the
extent the Fund invests in other investment companies, including money market
funds and exchange-traded funds (ETFs), its performance will be affected by the
performance of those other investment companies and to the allocation of its
assets among those other investment companies. Investments in other investment
companies are subject to the risks of the other investment companies’
investments, as well as to the other investment companies’ expenses. Other
unaffiliated investment companies may also from time to time hold securities
advised, or issued, by Neuberger Berman Investment Advisers LLC and its
affiliates. If the Fund invests in other investment companies, the Fund may
receive distributions of taxable gains from portfolio transactions by that
investment company and may recognize taxable gains from transactions in shares
of that investment company, which could be taxable to the Fund’s shareholders
when distributed to them.
An ETF may
trade in the secondary market at a price below the value of its underlying
portfolio, may not be liquid and may be halted by the listing exchange. An
actively managed ETF’s performance will reflect its adviser’s ability to make
investment decisions that are suited to achieving the ETF’s investment
objectives. A passively managed ETF may not replicate the performance of the
index it intends to track because of, for example, the temporary unavailability
of certain index securities in the secondary market or discrepancies between the
ETF and the index with respect to the weighting of securities or the number of
stocks held. A passively managed ETF may not be permitted to sell poorly
performing stocks that are included in its index. Investing in ETFs could incur
brokerage and other trading costs for the Fund.
Preferred
Securities Risk. Preferred
securities, which are a form of hybrid security (i.e., a security with both debt
and equity characteristics), may pay fixed or adjustable rates of return.
Preferred securities are subject to issuer-specific and market risks applicable
generally to equity securities, however, unlike common stocks, participation in
the growth of an issuer may be limited. Preferred securities generally are
subordinated to debt securities in an issuer’s capital structure, subjecting
them to a greater risk of non-payment than those more senior securities.
Distributions on preferred securities are generally payable at the discretion of
the issuer’s board of directors and after the company makes required payments to
holders of its debt securities. For these reasons, preferred securities are
subject to greater credit, interest, and liquidation risk than debt securities,
and the value of preferred securities will usually react more strongly than debt
securities to actual or perceived changes in the company’s financial condition
or prospects. Preferred securities of smaller companies may be more vulnerable
to adverse developments than preferred securities of larger companies. Preferred
securities may be less liquid than common stocks, and there is a risk an issuer
of preferred securities may call or redeem prior to any stated maturity.
Preferred securities may include provisions that permit the issuer, at its
discretion, to defer or omit distributions for a stated period without any
adverse consequences to the issuer. Preferred shareholders may have certain
rights if distributions are not paid but generally have no legal recourse
against the issuer, may suffer a loss of value if distributions are not paid,
and may be required to report the deferred distribution on its tax returns, even
though it may not have received any cash. Generally, preferred shareholders have
no voting rights with respect to the issuer unless distributions to preferred
shareholders have not been paid for a stated period, at which time the preferred
shareholders may elect a number of directors to the issuer’s board. Generally,
once all the distributions have been paid to preferred shareholders, the
preferred shareholders no longer have voting rights.
Prepayment
and Extension Risk. The
Fund’s performance could be affected if borrowers pay back principal on certain
debt securities, such as mortgage- or asset-backed securities, before
(prepayment) or after (extension) the market anticipates such payments,
shortening or lengthening their duration. Due to a decline in interest rates or
an excess in cash flow into the issuer, a debt security might be called or
otherwise converted, prepaid or redeemed before maturity (i.e., a prepayment).
As a result of prepayment, the Fund may have to reinvest the proceeds in an
investment offering a lower yield, may not benefit from any increase in value
that might otherwise result from declining interest rates, and may lose any
premium it paid to acquire the
security.
Prepayments could also create capital gains tax liability in some instances.
Conversely, rising market interest rates generally result in slower payoffs or
extension, which effectively increases the duration of certain debt securities,
heightening interest rate risk and increasing the magnitude of any resulting
price declines. If the Fund’s investments are locked in at a lower interest rate
for a longer period of time, the Fund may be unable to capitalize on securities
with higher interest rates or wider spreads.
Recent
Market Conditions. Both U.S.
and international markets have experienced significant volatility in recent
years. As a result of such volatility, investment returns may fluctuate
significantly. National economies are substantially interconnected, as are
global financial markets, which creates the possibility that conditions in one
country or region might adversely impact issuers in a different country or
region. However, the interconnectedness of economies and/or markets may be
diminishing or changing, which may impact such economies and markets in ways
that cannot be foreseen at this time.
Some
countries, including the U.S., have adopted more protectionist trade policies,
which is a trend that appears to be continuing globally. Slowing global economic
growth, the rise in protectionist trade policies, inflationary pressures,
changes to some major international trade and security agreements, risks
associated with the trade and security agreement between countries and regions,
including the U.S. and other foreign nations, political or economic dysfunction
within some countries or regions, including the U.S., and dramatic changes in
consumer sentiment, commodity prices and currency values could affect the
economies and markets of many nations, including the U.S., in ways that cannot
necessarily be foreseen at the present time and may create significant
volatility in the markets. In addition, these policies, including the impact on
the U.S. dollar, may decrease foreign demand for U.S. assets, which could have a
negative impact on certain issuers and/or industries.
The
Federal Reserve and certain foreign central banks have started to lower interest
rates, though economic or other factors, such as inflation, could stop such
changes. It is difficult to accurately predict the pace at which interest rates
might change, the timing, frequency or magnitude of any such changes in interest
rates, or when such changes might stop or again reverse course. Additionally,
various economic and political factors could cause the Federal Reserve or other
foreign central banks to change their approach in the future and such actions
may result in an economic slowdown both in the U.S. and abroad. Unexpected
changes in interest rates could lead to significant market volatility or reduce
liquidity in certain sectors of the market. Deteriorating economic fundamentals
may, in turn, increase the risk of default or insolvency of particular issuers,
negatively impact market value, cause credit spreads to widen, and reduce bank
balance sheets. Any of these could cause an increase in market volatility,
reduce liquidity across various markets or decrease confidence in the markets.
Also, regulators have expressed concern that changes in interest rates may cause
investors to sell fixed income securities faster than the market can absorb
them, contributing to price volatility. Historical patterns of correlation among
asset classes may break down in unanticipated ways during times of high
volatility, disrupting investment programs and potentially causing
losses.
Regulators
in the U.S. adopted a number of changes to regulations involving the markets and
issuers, some of which implicate a Fund. The full effect of such regulations is
not currently known and certain changes to regulation could limit a Fund’s
ability to pursue its investment strategies or make certain investments, may
make it more costly for it to operate, or adversely impact its performance.
Additionally, it is possible that such regulations could be further revised or
rescinded, which creates material uncertainty on their impact to the
Fund.
Regulators
in the U.S. are expected to permit funds to offer both mutual fund share classes
and ETF share classes pursuant to exemptive relief. There are structural and
operational differences between mutual funds and ETFs, which give rise to
different shareholder rights along with other differences in this structure,
including differences in portfolio transaction costs and distributions. Any use
of this structure by a Fund, if available to it, would be subject to the terms
and conditions of such exemptive relief.
Advancements
in technology, including advanced development and increased regulation of
artificial intelligence, may adversely impact market movements and liquidity. As
artificial intelligence is used more widely, which can occur relatively rapidly,
the profitability and growth of certain issuers and industries may be negatively
impacted in ways that cannot be foreseen and could adversely impact
performance.
Tensions,
war, or open conflict between nations, such as between Russia and Ukraine, in
the Middle East, or in eastern Asia could affect the economies of many nations,
including the United States. The duration of ongoing hostilities and any
sanctions and related events cannot be predicted. Those events present material
uncertainty and risk with respect to markets globally and the performance of a
Fund and its investments or operations could be negatively impacted.
Certain
illnesses spread rapidly and have the potential to significantly and adversely
affect the global economy. The impact of epidemics and/or pandemics that may
arise in the future could negatively affect the economies of many nations,
individual companies and the global securities and commodities markets,
including their liquidity, in ways that cannot necessarily be foreseen at the
present time and could last for an extended period of time.
High
public debt in the U.S. and other countries creates ongoing systemic and market
risks and policymaking uncertainty. There is no assurance that the U.S. Congress
will act to raise the nation’s debt ceiling; a failure to do so could cause
market turmoil and substantial investment risks that cannot now be fully
predicted. Unexpected political, regulatory and diplomatic events within the
U.S. and abroad may affect investor and consumer confidence and may adversely
impact financial markets and the broader economy.
China’s
economy, which had been sustained through debt-financed spending on housing and
infrastructure, appears to be experiencing a significant slowdown and growing at
a lower rate than prior years. While the Chinese government appears to be taking
measures to address these issues, due to the size of China’s economy, the
resolution of these issues could impact a number of other countries.
Global
climate change can have potential effects on property and security values.
Certain issuers, industries and regions may be adversely affected by the impact
of climate change in ways that cannot be foreseen. The impact of legislation,
regulation and international accords related to climate change, including any
direct or indirect consequences that may not be foreseen, may negatively impact
certain issuers, industries and regions.
A rise in
sea levels, a change in weather patterns, including an increase in powerful
storms and large wildfires, and/or a climate-driven increase in flooding could
cause properties to lose value or become unmarketable altogether. Unlike
previous declines in the real estate market, properties in affected zones may
not ever recover their value. Regulatory changes and divestment movements tied
to concerns about climate change could adversely affect the value of certain
land and the viability of industries whose activities or products are seen as
accelerating climate change.
Losses
related to climate change could adversely affect corporate issuers and mortgage
lenders, the value of mortgage-backed securities, the bonds of municipalities
that depend on tax or other revenues and tourist dollars generated by affected
properties, and insurers of the property and/or of corporate, municipal or
mortgage-backed securities. Since property and security values are driven
largely by buyers’ perceptions, it is difficult to know the time period over
which these market effects might unfold.
REITs
and Other Real Estate Companies Risk. REITs and
other real estate company securities are subject to risks similar to those of
direct investments in real estate and the real estate industry in general,
including, among other risks: general and local economic conditions; changes in
interest rates; declines in property values; defaults by mortgagors or other
borrowers and tenants; increases in property taxes and other operating expenses;
overbuilding in their sector of the real estate market; fluctuations in rental
income; lack of availability of mortgage funds or financing; extended vacancies
of properties, especially during economic downturns; changes in tax and
regulatory requirements; losses due to environmental liabilities; casualty or
condemnation losses; changing social trends regarding working arrangements; or
other economic, social, political, or regulatory matters affecting the real
estate industry. REITs are subject to physical risks to real property, including
weather, natural disasters, terrorist attacks, war, or other events that destroy
real property. REITs also are dependent upon the skills of their managers,
subject to heavy cash flow dependency or self-liquidation and generally not
diversified. In addition, to the extent the Fund holds interests in REITs, it is
expected that investors in the Fund will bear two layers of asset-based
management fees and expenses (directly at the Fund level and indirectly at the
REIT level). Regardless of where a REIT is organized or traded, its performance
may be affected significantly by events in the region where its properties are
located. Domestic REITs could be adversely affected by failure to qualify for
tax-free “pass-through” of distributed net investment income and net realized
gains under the Code or to maintain their exemption from registration under the
Investment Company Act of 1940, as amended. The Code generally allows
individuals and certain other non-corporate entities a deduction for 20% of
qualified REIT dividends. Regulations provide that a regulated investment
company can pass the character of its qualified REIT dividends through to its
shareholders for purposes of benefiting from this deduction.
While
certain of these risk factors may affect only one or a few real estate sectors
at a time, others may affect the real estate industry broadly. For example, the
value of REIT common shares may decline when interest rates rise. During periods
of high interest rates, REITs and other real estate companies may lose appeal
for investors who may be able to obtain higher yields from other
income-producing investments. High interest rates may also mean that financing
for property purchases and improvements is more costly and difficult to
obtain.
Most
equity REITs receive a flow of income from property rentals, which, after
covering their expenses, they pay to their shareholders in the form of
dividends. Equity REITs may be affected by changes in the value of the
underlying property they own, while mortgage REITs may be affected by the
quality of any credit they extend or mortgages they purchase.
REITs and
other real estate company securities tend to be small- to mid-cap securities and
are subject to the risks of investing in small- to mid-cap securities. Some of
the REIT securities in which the Fund invests may be preferred stock, which
receives preference in the payment of dividends.
Return
of Capital Risk. The Fund
expects to make monthly distributions regardless of its performance and seeks to
maintain relatively stable monthly distributions although the income earned by
the Fund might vary from month-to-month. As a result, all or a portion of such
distributions may represent a return of capital for tax purposes. A return of
capital is generally tax-free to the extent of a shareholder's basis in the
Fund's shares and reduces the shareholder's basis in their shares and results in
a higher capital gain or lower capital loss when the shares on which the return
of capital distribution was received are sold. After a shareholder's basis in
the shares has been reduced to zero, return of capital distributions will be
treated as gain from the sale of the shareholder's shares. The Fund's return of
capital distributions are not derived from the net income or earnings and
profits of the Fund. Shareholders should not assume that the source of
distributions is from the net profits of the Fund. The character of the Fund's
distributions may change from month-to-month and there is no guarantee that they
will be similar in the future.
Risk
Management.
Management undertakes certain analyses with the intention of identifying
particular types of risks and reducing the Fund’s exposure to them. However,
risk is an essential part of investing, and the degree of return an investor
might expect is often tied to the degree of risk the investor is willing to
accept. By its very nature, risk involves exposure to the possibility of adverse
events. Accordingly, no risk management program can eliminate the Fund’s
exposure to such events; at best, it may only reduce the possibility that the
Fund will be affected by adverse events, and especially those risks that are not
intrinsic to the Fund’s investment program. While the prospectus describes
material risk factors associated with the Fund’s investment program, there is no
assurance that as a particular situation unfolds in the markets, management will
identify all of the risks that might affect the Fund, rate their probability or
potential magnitude correctly, or be able to take appropriate measures to reduce
the Fund’s exposure to them. The Fund could experience losses if judgments about
risk prove to be incorrect. Measures taken with the intention of decreasing
exposure to identified risks might have the unintended effect of increasing
exposure to other risks.
Sector
Risk. From
time to time, based on market or economic conditions, the Funds may have
significant positions in one or more sectors of the market. To the extent the
Funds invest more heavily in one sector, industry, or sub-sector of the market,
its performance will be especially sensitive to developments that significantly
affect those sectors, industries, or sub-sectors. An individual sector,
industry, or sub-sector of the market may be more volatile, and may perform
differently, than the broader market. The industries that constitute a sector
may all react in the same way to economic, political or regulatory events. The
Funds' performance could also be affected if the sectors, industries, or
sub-sectors do not perform as expected. Alternatively, the lack of exposure to
one or more sectors or industries may adversely affect performance. For a
summary of the Funds' recent sector allocations, see its most recent shareholder
report. (The information in the report is as of the date of the report and may
have changed.) For information about the risks of investing in particular
sectors, see the Funds' Statement of Additional Information.
Short
Sale Risk. Short
sales involve selling a security the Fund does not own in anticipation that the
security’s price will decline. To complete the transaction, the Fund must borrow
the security to make delivery to the buyer. The Fund is then obligated to
replace the security borrowed by purchasing the security at the market price at
the time of replacement. The price at such time may be higher or lower than the
price at which the security was sold by the Fund. If the underlying security
goes up in price during the period during which the short position is
outstanding, the Fund will realize a loss on the transaction.
Short
sales, at least theoretically, present a risk of unlimited loss on an individual
security basis, particularly in cases where the Fund is unable, for whatever
reason, to close out its short position, since the Fund may be required to buy
the security sold short at a time when the security has appreciated in value,
and there is potentially no limit to the amount of such appreciation. Volatility
in the market for equity securities, which has been dramatically increased
recently for certain stocks, can meaningfully increase the risk of loss
associated with short sales. Additionally, because the Fund may invest the
proceeds of a short sale, another effect of short selling on the Fund is
leverage, in that it amplifies changes in the Fund’s net asset value since it
increases the exposure of the Fund to the market and may increase losses and the
volatility of returns.
The Fund
may not always be able to close out a short position at a favorable time or
price. A lender may request that borrowed securities be returned to it on short
notice, and the Fund may have to buy the borrowed securities at an unfavorable
price, which will potentially reduce or eliminate any gain or cause a loss to
the Fund. The Fund incurs expenses for borrowing securities that may include
fees paid to the lender and amounts equal to dividends or interest paid by the
borrowed security.
When the
Fund is selling a security short, it must maintain a segregated account of cash
or high-grade securities equal to the margin requirement. (Margin posted with
the broker, not including the proceeds of the short sale, counts toward this
requirement.) As a result, the Fund may maintain high levels of cash or other
liquid assets (such as U.S. Treasury bills, money market instruments,
certificates of deposit, high quality commercial paper and long equity
positions) or may utilize the collateral obtained from securities lending for
this cash. The need to maintain cash or other liquid assets in segregated
accounts could limit the Fund’s ability to pursue other opportunities as they
arise.
Small
Fund Risk. The Fund
is small and does not yet have a significant number of shares outstanding. Small
funds are at greater risk than larger funds of wider bid-ask spreads for its
shares, trading at a greater premium or discount to NAV, liquidation and/or a
stop to trading.
Structured
Note Risk.
Structured notes are notes where the principal and/or interest is determined by
reference to the performance of a specific asset, benchmark asset, financial
instrument, market or interest rate. Generally, investments in such notes are
used as a substitute for positions in underlying indicators and involve many of
the same risks associated with a direct investment in the underlying indicator
the notes seek to replicate. Structured notes may be exchange traded or traded
over-the-counter and privately negotiated. Structured notes can have risks of
both fixed income securities and derivatives transactions, including leverage
risk. The interest and/or principal payments that may be made on a structured
note may vary widely, depending on a variety of factors, including changes in
the value of one or more specified reference instruments. The performance of
structured notes will not replicate exactly the performance of the underlying
indicator that the notes seek to replicate due to transaction costs and other
expenses. In addition, there may be a lag between a change in the value of the
underlying indicator and the value of the structured note. Structured notes are
subject to counterparty risk, which is the risk that the issuer of the
structured note will not fulfill its contractual obligation to complete the
transaction with the Fund. Investments in structured notes, including
credit-linked notes, involve risks including interest rate risk, credit risk and
market risk. The value of a structured note may be affected by, among others,
time to maturity, level of supply and demand for the type of note, interest rate
and market volatility, changes in the issuer’s credit rating, and economic,
legal, political, or geographic events that affect the reference indicator.
Structured notes may be leveraged, increasing the volatility of each structured
note’s value relative to the change in the reference instrument. Structured
notes may also be less liquid and more difficult to price accurately than less
complex securities and instruments or more traditional debt securities. The
secondary market for structured notes could be illiquid making them difficult to
sell when the Fund determines to sell them. The possible lack of a liquid
secondary market for structured notes and the resulting inability of the Fund to
sell a structured note could expose the Fund to losses.
Subsidiary
Risk. By
investing in the Subsidiary, the Fund is indirectly exposed to the risks
associated with the Subsidiary’s investments and operations. The
commodity-linked derivative instruments and other investments held by the
Subsidiary are similar to those that are permitted to be held by the Fund, and
thus, present the same risks whether they are held by the Fund or the
Subsidiary. There can be no assurance that the investment objective of the
Subsidiary will be achieved. The Subsidiary is not registered under the 1940
Act, and, unless otherwise noted in this prospectus, is not subject to all the
investor protections of the 1940 Act. However, the Fund wholly owns and controls
the Subsidiary, and the Fund and the Subsidiary are both managed by Neuberger
Berman Investment Advisers LLC, making it unlikely that the Subsidiary will take
action contrary to the interests of the Fund and its shareholders. The Fund’s
Board of Trustees has oversight responsibility for the investment activities of
the Fund, including its investment in the Subsidiary, and the Fund’s role as
sole shareholder of the Subsidiary. In adhering to the Fund’s investment
restrictions and limitations, Neuberger Berman Investment Advisers LLC will
treat the assets of the Subsidiary generally in the same manner as assets that
are held directly by the Fund. Changes in the laws of the United States and/or
the Cayman Islands, under which the Fund and the Subsidiary, respectively, are
organized, could result in the inability of the Fund and/or the Subsidiary to
operate as described in this prospectus and the Statement of Additional
Information and could adversely affect the Fund and its
shareholders.
Tax
Risk (Neuberger Commodity Strategy ETF). To
qualify as a RIC under the Code, and be eligible to receive “pass-through” tax
treatment, the Fund must, among other things, derive at least 90% of its gross
income for each taxable year from types of income treated as “qualifying income”
under the Code. Although income from certain commodity investments held by a
Subsidiary would not be qualifying income if received directly by the Fund, the
Code provides that a RIC’s “subpart F income” inclusions will be treated as
qualifying income if the CFC distributes such income to the RIC during the year
of inclusion. Further, the Service has issued Regulations providing that the
annual net profit, if any, realized by a Subsidiary and included in the Fund’s
income under the subpart F rules will constitute “qualifying income” for
purposes of remaining qualified as a RIC whether or not the included income is
distributed by the Subsidiary to the Fund if the Fund makes its investment in
the Subsidiary as part of the Fund’s business of investing in stocks and
securities. The Fund has also received an opinion of counsel, which is not
binding on the Service or the courts, that income the Fund derives from the
Subsidiary should constitute qualifying income.
The
federal income tax treatment of the Fund’s income from the Subsidiary may be
adversely affected by future legislation, other Treasury regulations, and/or
other guidance issued by the Service that could affect the character, timing of
recognition, and/or amount of the Fund’s taxable income and/or net capital gains
and, therefore, the distributions it makes. If the Fund failed the qualifying
income test for any taxable year but was eligible to and did cure the failure,
it would incur potentially significant federal income tax expense. If, on the
other hand, the Fund failed to qualify as a RIC for any taxable year and was
ineligible to or otherwise did not cure the failure, it would be subject to
federal income tax on its taxable income at the corporate tax rate, with the
consequences that its income available for distribution to shareholders would be
reduced and all such distributions from its current or accumulated earnings and
profits would be taxable to its shareholders as dividend income. In that event,
the Fund’s Board of Trustees may authorize a significant change in investment
strategy or the Fund’s liquidation.
Tax
Risk (Neuberger Quality Select ETF). To the
extent the Fund acquires assets at its launch through one or more in-kind
contributions that are intended to qualify as tax-deferred transactions governed
by Section 351 of the Internal Revenue Code, and if one or more of the in-kind
contributions were to fail to qualify for tax-deferred treatment, then the Fund
would not take a carryover tax basis in the applicable contributed assets, which
could negatively impact the Fund, the investors contributing the assets and
other shareholders in the Fund. This could cause the Fund to incorrectly
calculate and report to shareholders the amount of gain or loss recognized
and/or the character of gain or loss (e.g., as long-term or short-term) on the
subsequent disposition of such assets. This could also cause the Fund to
incorrectly calculate the amounts required to be distributed, which could result
in the recharacterization of the tax character of distributions after they have
been made.
The
failure of a contribution to satisfy the requirements of Section 351 would cause
the contribution to be treated as a taxable event and the contributing
shareholder would recognize gain or loss on the contributed assets in the year
the contribution is made. If this failure is not discovered until a later date,
this could also cause the contributing shareholder to incorrectly calculate and
report gain or loss on its disposition of its Fund shares.
The Fund
makes no representations as to whether any of such in-kind contributions qualify
for Section 351 treatment, or as to any ancillary tax consequences.
Additionally, future changes in the Internal Revenue Code or regulations and
interpretations applicable to Section 351 could impact the tax treatment of such
in-kind contributions. Potential contributors to the Fund are urged to consult
their own tax advisors.
U.S.
Government Securities Risk. Although
the Fund may hold securities that carry U.S. government guarantees, these
guarantees do not extend to shares of the Fund itself and do not guarantee the
market prices, including due to changes in interest rates, of the securities.
Furthermore, not all securities issued by the U.S. government and its agencies
and instrumentalities are backed by the full faith and credit of the U.S.
Treasury. Some are backed by the issuer’s right to borrow from the U.S.
Treasury, while others are backed only by the credit of the issuing agency or
instrumentality. These securities carry at least some risk of non-payment or
default by the issuer. The maximum potential liability of the issuers of some
U.S. government securities may greatly exceed their current resources, including
their legal right to support from the U.S. Treasury. It is possible that these
issuers will not have the funds to meet their payment obligations in the future.
There is no assurance that the U.S. Government will provide financial support to
its agencies and instrumentalities if it is not obligated by law to do
so.
In recent
periods, the values of U.S. government securities have been affected
substantially by increased demand for them around the world. Increases or
decreases in the demand for U.S. government securities may occur at any time and
may result in increased volatility in the values of those securities. In recent
years, credit rating agencies have shown some concern about whether the U.S.
government has the political will necessary to service all of its outstanding
and expected future debt, and some have adjusted their ratings or outlook for
U.S. government debt accordingly. These developments, and the factors underlying
them, could cause an increase in interest rates and borrowing costs, which may
negatively impact both the perception of credit risk associated with the debt
securities issued by the U.S. and the government’s ability to access the debt
markets on favorable terms. In addition, these developments could create broader
financial turmoil and uncertainty, which could increase volatility in both stock
and bond markets. These events could result in significant adverse impacts on
issuers of securities held by the Fund.
Valuation
Risk. The Fund
may not be able to sell an investment at the price at which the Fund has valued
the investment. Such differences could be significant, particularly for illiquid
securities and securities that trade in relatively thin markets and/or markets
that experience extreme volatility. If market or other conditions make it
difficult to value an investment, the Fund may be required to value such
investments using more subjective methods, known as fair value methodologies.
Using fair value methodologies to price investments may result in a value that
is different from an investment’s most recent closing price and from the prices
used by other funds to calculate their NAVs. Investors who purchase or redeem
Fund shares on days when the Fund is holding fair-valued securities may receive
fewer or more shares, or lower or higher redemption proceeds, than they would
have received if the Fund had not held fair-valued securities or had used a
different methodology. The value of foreign securities, certain futures, fixed
income securities, and currencies may be materially affected by events after the
close of the markets on which they are traded but before the Fund determines its
net asset value. The impact of a closed foreign market on the Fund is likely to
be greater if a large portion of the Fund’s investments trade on that closed
foreign market or when the foreign market is closed for unscheduled reasons. The
value of the Fund’s investments may change on days or during time periods when
investors are not able to purchase or sell Fund shares. The Fund uses pricing
services to provide values for certain securities and there is no assurance that
the Fund will be able to sell an investment at the price established by such
pricing services. Different pricing services use different valuation
methodologies, potentially resulting in different values for the same
investments. As a result, if the Fund were to change pricing services, or if a
pricing service were to change its valuation methodology, the value of the
Fund’s investments could be impacted. The Fund’s ability to value its
investments in an accurate and timely manner may be impacted by technological
issues and/or errors by third party service providers, such as pricing services
or accounting agents.
Value
Stock Risk. Value
stocks are those stocks whose stock prices, whether based on earnings, book
value, or other financial measures, do not reflect their full economic
opportunities. Value stocks may remain undervalued for extended periods of time,
may decrease in value during a given period, may not ever realize what the
portfolio management team believes to be their full value, or the portfolio
management team’s assumptions about intrinsic value or potential for
appreciation may be incorrect. This may happen because value stocks, as a
category, lose favor with investors compared to growth stocks, because of a
failure to anticipate which stocks or industries would benefit from changing
market or economic conditions,or because the stocks’ worth was misgauged. Entire
industries or sectors may lose favor with investors, and the Fund, in seeking
value stocks, may focus its investments more heavily in those industries or
sectors. Value investing historically has gone in and out of favor during past
market cycles. At times when value investing is out of favor, the securities of
value companies may underperform the securities of other companies.
Variable
and Floating Rate Instruments Risk. The
market prices of instruments with variable and floating interest rates are
generally less sensitive to interest rate changes than are the market prices of
instruments with fixed interest rates. Variable and floating rate instruments
may decline in value if market interest rates or interest rates paid by such
instruments do not move as expected. Conversely, variable and floating rate
instruments will not generally rise in value if market interest rates decline.
Thus, investing in variable and floating rate instruments generally allows less
opportunity for capital appreciation and depreciation than investing in
instruments with a fixed interest rate. Certain types of floating rate
instruments, such as interests in bank loans, may be subject to greater
liquidity risk than other debt securities, may have restrictions on resale and
may lack an active market, which may make them more difficult to value or
sell.
Certain
variable and floating rate instruments have an interest rate floor feature,
which prevents the interest rate payable by the instrument from dropping below a
specified level as compared to a reference interest rate (the “reference rate”),
such as SOFR. Such a floor is designed to protect the Fund from a decrease in
the reference rate below the specified level. However, if the reference rate is
below the floor, there will be a lag between a rise in the reference rate and a
rise in the interest rate payable by the instrument, and the Fund may not
benefit from increasing interest rates for a significant period of time. Rates
on certain variable rate instruments typically only reset
periodically.
Risks
of Investing in Variable Interest Entities. For
purposes of raising capital offshore on exchanges outside of the People’s
Republic of China (PRC), including on U.S. exchanges, many PRC-based operating
companies are structured as entities commonly-referred to as variable interest
entities (“VIEs”). In a typical VIE structure, the onshore PRC-based operating
company is the VIE. Shareholders of the VIE establish an entity, which is
typically offshore in a foreign jurisdiction, such as the Cayman Islands to
enter into contractual arrangements through wholly or majority-owned
subsidiaries with the VIE. The offshore entity is listed on an exchange outside
of the PRC and issues exchange-traded shares that are sold to the public,
including the Fund. This structure enables PRC companies including those subject
to foreign ownership restrictions to raise capital from foreign investors. While
the offshore entity has no legal equity ownership of the VIE, its contractual
arrangements with the VIE permit the offshore entity to consolidate the VIE’s
financial statements with its own for Financial Accounting Standards Board
accounting purposes and provide for economic exposure to the performance of the
underlying onshore PRC-based operating company. Therefore, an investor in the
listed offshore entity, such as the Fund, will have exposure to the onshore
PRC-based operating company only through its contractual arrangements with the
VIE and has no legal ownership in the VIE. Furthermore, because the offshore
entity only has indirect rights provided for in these contractual arrangements
with the VIE, its abilities to control the activities of the VIE are limited and
the VIE may engage in activities that negatively impact the investment value.
Intervention by the Chinese government with respect to VIE structures could
adversely affect the PRC-based operating company’s performance, the
enforceability of the offshore entity’s contractual arrangements with the VIE
and the value of the offshore entity’s shares. While the VIE structure has been
widely adopted, it is not formally or legally recognized under PRC law and
therefore there is a risk that the PRC government could restrict the
effectiveness of such structures or negatively impact the VIE’s contractual
arrangements with the listed offshore entity by making them invalid under PRC
law.
The
offshore entity’s control over the VIE may also be jeopardized if certain legal
formalities are not observed in connection with the agreements, if the
agreements are breached or if the agreements are otherwise determined not to be
enforceable under PRC law. If any of the foregoing were to occur, investors in
the listed offshore entity, such as the Fund, may suffer significant losses with
little or no recourse available. If the PRC government determines that the
contractual agreements involving VIE structures do not comply with PRC laws and
regulations, including those related to restrictions on foreign ownership, it
could subject a VIE to numerous sanctions such as penalties, revocation of
business and operating licenses, invalidate or terminate contractual
arrangements and/or forfeiture or non-recognition of ownership
interest.
In
addition, the listed offshore entity’s benefits through its contractual
arrangements over a VIE may also be jeopardized if a natural person who holds
the equity interest in the VIE is deemed to breach the terms of the contractual
arrangement (assuming the contractual arrangement is held to be valid under PRC
law), is subject to legal proceedings or if any physical instruments for
authenticating documentation by the VIE, such as chops and seals, are used
without the VIE’s authorization to enter into the
contractual
arrangements in the PRC. Chops and seals, which are carved stamps used to sign
documents by PRC companies, represent a legally binding commitment by the PRC
company. Moreover, any future PRC regulatory action may limit or prohibit the
ability of the offshore entity to receive the economic benefits of the VIE,
which may cause the value of the Fund’s investment in the listed offshore entity
to suffer a significant loss.
In
addition, PRC companies listed on U.S. exchanges, including ADRs and companies
that rely on VIE structures, may be delisted if they do not meet U.S. accounting
standards and auditor oversight requirements. Delisting could significantly
decrease the liquidity and value of the securities of these companies, decrease
the ability of a Fund to invest in such securities and increase the cost of the
Fund if it is required to seek alternative markets in which to invest in such
securities.
Warrants
and Rights Risk. Warrants
and rights do not carry with them the right to dividends or voting rights with
respect to the securities that they entitle their holder to purchase, and they
do not represent any rights in the assets of the issuer. As a result, warrants
and rights may be considered more speculative than certain other types of
investments and are subject to the risks associated with the security underlying
the warrant. In addition, the value of a warrant or right does not necessarily
change with the value of the underlying securities and it may never be
advantageous to exercise a warrant or right. If a warrant or right to subscribe
to additional shares is not exercised or, when permissible, sold prior to the
warrant’s or right’s expiration date or redemption by the issuer, the Fund would
lose all or substantially all of the value of the warrant or right. The market
for warrants and rights may be very limited and there may at times not be a
liquid secondary market for warrants and rights.
Information
about Additional Risks and Other Practices
As
discussed in the Statement of Additional Information, a Fund may engage in
certain practices and invest in certain securities in addition to those
described as its “principal investment strategies” in its Fund Summary section.
For example, should a Fund engage in borrowing or securities lending, or should
a Fund use derivatives or invest in foreign securities, it will be subject to
the additional risks associated with these practices and securities, some or all
of which may already be included in its “principal investment
strategies.”
Borrowing
money, securities lending, or using derivatives would create investment
leverage, meaning that certain gains or losses would be amplified, increasing
share price movements. With respect to borrowing, a Fund may borrow money to
obtain the collateral needed to borrow a security in order to effect a short
sale of that security. The cost to a Fund of borrowing may exceed the profits
attained on any such shorts positions. Similarly, a Fund may lend securities and
use the collateral obtained from the securities loans as the collateral
necessary to borrow a security on which a Fund is taking a short position.
Securities lending involves some risk of loss of a Fund’s rights in the
collateral should the borrower fail financially.
A Fund
that does not utilize derivatives as a part of its principal investment strategy
may, to a limited extent, use certain derivatives as a means of hedging risk
and/or for investment or efficient portfolio management purposes. A derivative
instrument could fail to perform as expected, causing a loss for a
Fund.
Foreign
securities, including those issued by foreign governments, involve risks in
addition to those associated with comparable U.S. securities, and can fluctuate
more widely in price, and may also be less liquid, than comparable U.S.
securities. Securities issued by U.S. entities with substantial foreign
operations may involve risks relating to political, economic, or regulatory
conditions in foreign countries.
As part of
its liquidity management practices, including for cash management purposes or to
facilitate short-term liquidity, a Fund may invest in reverse repurchase
agreements. In a reverse repurchase agreement, a Fund sells portfolio securities
to another party, such as a bank or broker-dealer, in return for cash and agrees
to repurchase the securities at an agreed-upon price and date, which reflects an
interest payment to that party. Reverse repurchase agreements involve the risk
that the other party will fail to return the securities in a timely manner, or
at all, which may result in losses to the Funds. A Fund could lose money if it
is unable to recover the securities and the value of the cash collateral held by
a Fund is less than the value of the securities. These events could also trigger
adverse tax consequences to the Funds. Reverse repurchase agreements also
involve the risk that the market value of the securities sold will decline below
the price at which a Fund is obligated to repurchase them. Reverse repurchase
agreements may be viewed as a form of borrowing by a Fund. When a Fund enters
into a reverse repurchase agreement, any fluctuations in the market value of
either the securities transferred to another party or the securities in which
the proceeds may be invested would affect the market value of the Fund’s assets.
During the term of the agreement, a Fund may also be obligated to pledge
additional cash and/or securities in the event of a decline in the fair value of
the transferred security. The Manager monitors the creditworthiness of
counterparties to reverse repurchase agreements.
In
addition, a Fund may be an investment option for a Neuberger fund that is
managed as a “fund of funds.” As a result, from time to time, a Fund may
experience relatively large redemptions or investments and could be required to
sell securities or to invest cash at a time when it is not advantageous to do
so.
In
anticipation of adverse or uncertain market, economic, political, or other
temporary conditions, including during periods of high cash inflows or outflows,
a Fund may temporarily depart from its goal and use a different investment
strategy (including leaving a significant portion of its assets uninvested) for
defensive purposes. Doing so could help a Fund avoid losses, but may mean lost
opportunities. In addition, in doing so, different factors could affect a Fund’s
performance and a Fund may not achieve its goal.
In
addition, to the extent a Fund is new or is undergoing a transition (such as a
change in strategy, rebalancing, reorganization, liquidation or experiencing
large inflows or outflows) or takes a temporary defensive position, it may
deviate from its principal investment strategies during such
period.
A Fund may
change its goal without shareholder approval.
Please see
the Statement of Additional Information for more information.
The
Bloomberg
Commodity Index is a
rolling index composed of exchange-traded futures contracts on physical
commodities. The index relies primarily on liquidity data of futures contracts,
along with U.S. dollar-adjusted production data, in determining the relative
quantities of included commodities. The index is designed to be a highly liquid
and diversified benchmark for commodities investments. The version of the index
that is calculated on a total return basis reflects the returns on a fully
collateralized investment in the underlying commodity futures contracts,
combined with the returns on cash collateral invested in U.S. Treasury
Bills.
The
50% Cboe®
S&P 500 One-Week PutWrite Index/50% Cboe®
S&P 500 PutWrite Index blended
index is composed of 50% Cboe® S&P 500 One-Week PutWrite Index (described in
this section) and 50% Cboe® S&P 500 PutWrite Index (described in this
section) and is rebalanced monthly.
The
Cboe
S&P 500® One-Week PutWrite Index is
designed to track the performance of a hypothetical strategy that sells an
at-the-money (ATM) S&P 500 Index (SPX) put option on a weekly basis. The
maturity of the written SPX put option is one week to expiry. The written SPX
put option is collateralized by a money market account invested in one-month
U.S. Treasury bills. The index rolls on a weekly basis, typically every
Friday.
The
Cboe
S&P 500® PutWrite Index tracks
the value of a passive investment strategy, which consists of overlaying S&P
500 (SPX) short put options over a money market account invested in one- and
three-months U.S. Treasury bills. The SPX puts are struck at-the-money and are
sold on a monthly basis.
The
MSCI
All Country World Index (Net) is a free
float-adjusted market capitalization-weighted index that is designed to measure
the equity market performance of developed and emerging markets. The index
consists of 47 country indexes comprising 23 developed and 24 emerging market
country indexes. The developed market country indexes included are: Australia,
Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland,
Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore,
Spain, Sweden, Switzerland, the United Kingdom and the United States. The
emerging market country indexes included are: Brazil, Chile, China, Colombia,
the Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Kuwait,
Malaysia, Mexico, Peru, the Philippines, Poland, Qatar, Saudi Arabia, South
Africa, Taiwan, Thailand, Turkey, and the UAE. China A shares are included
starting from June 1, 2018 and are partially represented at 20% of their free
float-adjusted market capitalization as of November 2019. Effective after the
close on March 9, 2022, MSCI reclassified MSCI Russia Indexes from Emerging
Markets to Standalone Markets status. At that time, all Russian securities were
removed from this index at a final price of 0.00001, including both locally
traded Russian equity constituents and Russian ADRs/GDRs constituents. Net total
return indexes reinvest dividends after the deduction of withholding taxes,
using (for international indexes) a tax rate applicable to non-resident
institutional investors who do not benefit from double taxation
treaties.
The
MSCI
China A Onshore Index (Net) is a free
float-adjusted market capitalization index that captures large and mid-cap
representation across China securities listed on the Shanghai and Shenzhen
exchanges. Net total return indexes reinvest dividends after the deduction of
withholding taxes, using (for international indexes) a tax rate applicable to
non-resident institutional investors who do not benefit from double taxation
treaties.
The
MSCI
China All Shares Index (Net) is a free
float-adjusted market capitalization-weighted index that is designed to measure
the equity market performance of China share classes listed in Hong Kong,
Shanghai, Shenzhen and outside of China. It covers the integrated MSCI China
equity universe comprising A-shares, B-shares, H-shares, Red-chips, P-chips and
foreign listings listed outside China or Hong Kong (e.g. ADRs). A-shares are
incorporated in China and trade on the Shanghai and Shenzhen exchanges; they are
quoted in local renminbi and entail foreign investment regulations (QFII).
B-shares are incorporated in China, and trade on the Shanghai and Shenzhen
exchanges; they are quoted in foreign currencies (Shanghai USD, Shenzhen HKD)
and
are open
to foreign investors. H-shares are incorporated in China and trade on the Hong
Kong exchange and other foreign exchanges. Red chips and P-chips are
incorporated outside of China and trade on the Hong Kong exchange. Red chips are
usually controlled by the state or a province or municipality. P-chips are non
state-owned Chinese companies incorporated outside the mainland and traded in
Hong Kong. Net total return indexes reinvest dividends after the deduction of
withholding taxes, using (for international indexes) a tax rate applicable to
non-resident institutional investors who do not benefit from double taxation
treaties.
The
Russell
2000® Index is a
float-adjusted market capitalization-weighted index that measures the
performance of the small-cap segment of the U.S. equity market. It includes
approximately 2,000 of the smallest securities in the Russell 3000® Index (which
measures the performance of the 3,000 largest U.S. public companies based on
total market capitalization). The index is rebalanced annually in
June.
The
Russell
2500TM
Index is a
float-adjusted, market capitalization-weighted index that measures the
performance of the small to mid-cap segment of the U.S. equity universe,
commonly referred to as “smid” cap. It includes approximately 2,500 of the
smallest securities in the Russell 3000® Index (which measures the performance
of the 3,000 largest U.S. public companies based on total market
capitalization). The index is rebalanced annually in June.
The
Russell
3000® Index is a
float-adjusted market capitalization-weighted index that measures the
performance of the 3,000 largest U.S. public companies based on total market
capitalization. The index is rebalanced annually in June.
The
Russell
Midcap® Index is a
float-adjusted market capitalization-weighted index that measures the
performance of the mid-cap segment of the U.S. equity market. It includes
approximately 800 of the smallest securities in the Russell 1000® Index. The
index is rebalanced annually in June.
The
S&P
500® Index is a
float-adjusted market capitalization-weighted index that focuses on the
large-cap segment of the U.S. equity market, and includes a significant portion
of the total value of the market.
Neuberger
Berman Investment Advisers LLC (“Manager” or “NBIA”), located
at 1290 Avenue of the Americas, New York, NY 10104, is each Fund’s investment
manager and administrator. Neuberger Berman BD LLC (“Distributor”), located at
1290 Avenue of the Americas, New York, NY 10104, is each Fund’s distributor.
Pursuant to an investment advisory agreement, the Manager is responsible for
choosing a Fund’s investments and handling its day-to-day business. The services
provided by the Manager as the investment manager and administrator include,
among others, overall responsibility for providing all supervisory, management,
and administrative services reasonably necessary for the operation of the Funds,
which may include, among others, compliance monitoring, operational and
investment risk management, legal and administrative services and portfolio
accounting services. The Manager carries out its duties subject to the policies
established by the Board of Trustees. The investment advisory agreement
establishes the fees a Fund pays to the Manager for its services as the Fund’s
investment manager and the expenses paid directly by the Fund. Together, the
Neuberger affiliates manage approximately $558 billion in total assets (as of
9/30/2025) and continue an asset management history that began in
1939.
NBIA may
engage one or more of foreign affiliates that are not registered under the
Investment Advisers Act of 1940, as amended (“participating affiliates”) in
accordance with applicable SEC no-action letters. As participating affiliates,
whether or not registered with the SEC, the affiliates may provide designated
investment personnel to associate with NBIA as “associated persons” of NBIA and
perform specific services for NBIA, including services for the Funds, which may
involve, among other services, advisory services and portfolio management,
research and/or placing orders for securities and other instruments. The
designated employees of a participating affiliate act for NBIA and are subject
to certain NBIA policies and procedures as well as supervision and periodic
monitoring by NBIA. The Funds will pay no additional fees and expenses as a
result of any such arrangements. For Neuberger Commodity Strategy ETF, Neuberger
Berman Europe Limited (“NBEL”), located at The Zig Zag Building, 70 Victoria
Street, London, SW1E 6SQ, United Kingdom, is considered a participating
affiliate of NBIA that provides advisory services and portfolio management
pursuant to applicable regulatory guidance. For Neuberger China Equity ETF,
Neuberger Berman Asia Limited (“NBAL”), located at 20th Floor, Jardine House, 1
Connaught Place, Central, Hong Kong, is considered a participating affiliate of
NBIA that provides advisory services and portfolio management pursuant to
applicable regulatory guidance. For Neuberger Japan Equity ETF, Neuberger Berman
East Asia Limited (“NBEAL”), located at Shin Marunouchi Building 11F, 1-5-1
Marunouchi, Chiyoda-ku, Tokyo; Japan, is considered a participating affiliate of
NBIA that provides advisory services and portfolio management pursuant to
applicable regulatory guidance. NBEL, NBAL and NBEAL are responsible for
choosing their
respective
Fund’s investments and handling their day-to-day investment business. As
investment manager, NBIA is responsible for overseeing the activities of NBAL,
NBEL, and NBEAL.
A
discussion regarding the basis for the Board of Trustees’ approval of the Funds'
(except Neuberger Quality Select ETF and Neuberger Small Value ETF) investment
advisory agreements is available in the Funds' Form N-CSR for the period ended
February 28, 2025.
Neither
this Prospectus nor the Statement of Additional Information is intended to give
rise to any contract rights or other rights in any shareholder, other than any
rights conferred explicitly by federal or state securities laws that have not
been waived. The Funds enter into contractual arrangements with various parties,
including, among others, the Manager, who provide services to the Funds.
Shareholders are not parties to, or intended to be third party beneficiaries of,
those contractual arrangements. Where shareholders are not third party
beneficiaries of contractual arrangements, those contractual arrangements cannot
be enforced by shareholders acting on their own behalf.
The
Manager has obtained “manager of managers” exemptive relief from the SEC that
permits the Manager, subject to the approval of the Board of Trustees, to
appoint an unaffiliated subadviser or to change the terms of a subadvisory
agreement with an unaffiliated subadviser for a Fund without first obtaining
shareholder approval. The exemptive order permits a Fund to add or to change
unaffiliated subadvisers or to change the fees paid to such subadvisers from
time to time without the expense and delays associated with obtaining
shareholder approval of the change. Under this order, the Manager has ultimate
responsibility (subject to oversight by the Board) to oversee the subadvisers
and recommend their hiring, termination, and replacement. A Fund will notify
shareholders of any change in the identity of a subadviser or the addition of a
subadviser to a Fund.
Neuberger
China Equity ETF: For the
12 months ended 8/31/2025, the management fees (i.e., advisory and
administration fees) paid to the Manager by the Fund were 0.69% of average daily
net assets.
Neuberger
Commodity Strategy ETF: For the
12 months ended 8/31/2025, the management fees (i.e., advisory and
administration fees) paid to the Manager by the Fund were 0.59% of average daily
net assets.
Neuberger
Core Equity ETF: For the
12 months ended 8/31/2025, the management fees (i.e., advisory and
administration fees) paid to the Manager by the Fund were 0.29% of average daily
net assets.
The
Manager has contractually undertaken to waive its management fee by 0.10% of the
Fund's average daily net assets (“Fee Waiver”) until 8/31/2027. The Fee Waiver
is not subject to repayment under the Fund's expense limitation arrangement
described in the footnotes to the fee table, which investors should refer to for
more information.
Neuberger
Growth ETF: For the
period from 12/18/2024 to 8/31/2025, the management fees (i.e., advisory and
administration fees) paid to the Manager by the Fund were 0.43% of average daily
net assets.
The
Manager has contractually undertaken to waive its management fee by 0.13% of the
Fund’s average daily net assets (“Fee Waiver”) until 8/31/2027. The Fee Waiver
is not subject to repayment under the Fund’s expense limitation arrangement
described in the footnotes to the fee table, which investors should refer to for
more information.
Neuberger
Japan Equity ETF: For the
period from 9/11/2024 to 8/31/2025, the management fees (i.e., advisory and
administration fees) paid to the Manager by the Fund were 0.49% of average daily
net assets.
The
Manager has contractually undertaken to waive its management fee by 0.20% of the
Fund's average daily net assets (“Fee Waiver”) until 8/31/2027. The Fee Waiver
is not subject to repayment under the Fund's expense limitation arrangement
described in the footnotes to the fee table, which investors should refer to for
more information.
Neuberger
Option Strategy ETF: For the
12 months ended 8/31/2025, the management fees (i.e., advisory and
administration fees) paid to the Manager by the Fund were 0.50% of average daily
net assets.
Neuberger
Quality Select ETF: The Fund
will pay the Manager a fee at the annual rate of 0.46% of the Fund’s average
daily net assets for investment advisory services. The Fund will pay the Manager
a fee at the annual rate of 0.09% of the Fund’s average daily net assets for
administrative services provided to the Fund.
The
Manager has contractually undertaken to waive its management fee by 0.07% of the
Fund's average daily net assets (“Fee Waiver”) until 8/31/2027. The Fee Waiver
is not subject to repayment under the Fund's expense limitation arrangement
described in the footnotes to the fee table, which investors should refer to for
more information.
Neuberger
Small-Mid Cap ETF: For the
12 months ended 8/31/2025, the management fees (i.e., advisory and
administration fees) paid to the Manager by the Fund were 0.66% of average daily
net assets.
Effective
April 1, 2025, the Fund pays the Manager an advisory fee at the annual rate of
0.51% of average daily net assets. Prior to April 1, 2025, the Fund paid the
Manager a fee at the annual rate of 0.60% of average daily net
assets.
Neuberger
Small Value ETF: The Fund
will pay the Manager a fee at the annual rate of 0.40% of the Fund’s average
daily net assets for investment advisory services. The Fund will pay the Manager
a fee at the annual rate of 0.09% of the Fund’s average daily net assets for
administrative services provided to the Fund.
The
Manager has contractually undertaken to waive its management fee by 0.05% of the
Fund's average daily net assets (“Fee Waiver”) until 8/31/2027. The Fee Waiver
is not subject to repayment under the Fund's expense limitation arrangement
described in the footnotes to the fee table, which investors should refer to for
more information.
Please see
the Statement of Additional Information for additional information about each
Portfolio Manager’s compensation, other accounts managed by each Portfolio
Manager, and each Portfolio Manager’s ownership of shares in the Fund(s) that he
or she manages.
Neuberger
China Equity ETF
Alan
Tsang, CFA, is
a Managing Director of NBAL. He has been Portfolio Manager of the Fund since
July 2024. Mr. Tsang joined the firm in 2012 and is currently the Director of
Research - Asia in the Global Equity Research Department.
Neuberger
Commodity Strategy ETF
Hakan
Kaya, Ph.D., is a
Managing Director of NBEL. He joined the firm in 2008 and is a Portfolio Manager
with the Quantitative and Multi-Asset Strategies team. Prior to joining the
firm, he was a consultant at another investment firm where he developed
statistical relative value and directional models for commodities
investments.
David
Yi Wan is a
Senior Vice President of the Manager. He joined the firm in 2001 and is a
Portfolio Manager with the Quantitative and Multi-Asset Strategies team. Prior
to joining the firm, he worked in Information Management at another investment
firm.
Michael
Foster is a
Managing Director of the Manager. He has been a Portfolio Manager of the Fund
since May 2021. Mr. Foster has been a portfolio manager at the firm since
2004.
Neuberger
Core Equity ETF
Timothy
Creedon, CFA, is a
Managing Director of the Manager. Mr. Creedon joined the firm in 2005 and has
been a Portfolio Manager of the Fund since its inception in July 2024. He is the
Director of Research for the Global Equity Research Department and a Portfolio
Manager of the related Neuberger Research Opportunity account since
2011.
David
Levine, CFA, is a
Managing Director of the Manager. Mr. Levine joined the firm in 1995 and has
been a Portfolio Manager of the Fund since its inception in July 2024 and a
Portfolio Manager of the related Neuberger Research Opportunity account since
its inception in 2004.
Jacob
Gamerman, CFA, is a
Managing Director of the Manager and joined the firm in 2011 and is a member of
the Global Equity Research Department. Mr. Gamerman has been an Associate
Portfolio Manager of the Fund since its inception in July 2024 and a Senior
Research Analyst of the related Neuberger Research Opportunity account since
2011.
Charles
Kantor is a
Managing Director of the Manager. He joined the firm in 2000 and has managed the
Fund since its inception.
Marc
Regenbaum is a
Managing Director of the Manager. Mr. Regenbaum joined the firm in 2007 and has
been a Portfolio Manager of the Fund since its inception.
Raman
Gambhir is a
Managing Director of the Manager. He joined the firm in 2015 and has been a
Portfolio Manager of the Fund since its inception.
Neuberger
Japan Equity ETF
Keita
Kubota, is a
Managing Director of NBEAL and joined the firm in 2019 and has been a Portfolio
Manager of the Fund since its inception. He is the Head of the Japanese Equites
team.
Kei
Okamura, is a
Senior Vice President of NBEAL. Mr. Okamura joined the firm in 2020 and has been
a Portfolio Manager of the Fund since its inception.
Zui
Shiromoto, is a
Senior Vice President of NBEAL. Mr. Shiromoto joined the firm in 2022 and has
been a Portfolio Manager of the Fund since January 2026. Prior to joining the
firm, Mr. Shiromoto was a portfolio manager at another asset management firm
since 2017.
Neuberger
Option Strategy ETF
Derek
Devens, CFA, is a
Managing Director of NBIA. Mr. Devens joined the firm in 2016 and is a Senior
Portfolio Manager of the Options Group. He has managed the Fund since its
inception in 2016. Prior to joining the firm, he was a member of the investment
committee at another investment adviser since 2010, where he also served as a
portfolio manager since 2012.
Rory
Ewing is a
Managing Director of NBIA. He joined the firm in 2016 and has been an Associate
Portfolio Manager of the Fund since February 2019. Mr. Ewing is an Associate
Portfolio Manager and a Research Analyst for the Options Group. Prior to joining
the firm, he was most recently a research analyst at another investment adviser
since 2013. Mr. Ewing has held several investment positions at different
investment advisers.
Eric
Zhou is a
Senior Vice President of NBIA. He joined the firm in 2016 and has been an
Associate Portfolio Manager of the Fund since February 2022. Mr. Zhou is a
member of the Options Group. Prior to joining the firm, he was a research
analyst at another investment adviser since 2014.
Neuberger
Quality Select ETF
Daniel
P. Hanson, CFA, is a
Managing Director of the Manager. He has managed the Fund since its inception.
Mr. Hanson joined the firm in 2022. Prior to joining the firm, Mr. Hanson spent
over 25 years at other asset management firms where he held various roles such
as chief investment officer, partner and portfolio manager.
Neuberger
Small-Mid Cap ETF
Robert
W. D’Alelio is a
Managing Director of the Manager. Mr. D’Alelio has been a senior member of the
Small Cap Team since 1996. Mr. D’Alelio has co-managed the Fund since March
2024.
Brett
S. Reiner is a
Managing Director of the Manager. Mr. Reiner has been a member of the Small Cap
Team since 2003. Mr. Reiner joined the firm in 2000. He has been co-Portfolio
Manager of the Fund since March 2024.
Gregory
G. Spiegel is a
Managing Director of the Manager. Mr. Spiegel has been a member of the Small Cap
Team since 2012. Mr. Spiegel joined the firm in 2012. Prior to joining the firm,
Mr. Spiegel was the Director of Research at another firm, covering global
equities and overseeing that firm’s research analysts from 2010 to 2012. He has
been co-Portfolio Manager of the Fund since March 2024.
Neuberger
Small Value ETF
Ray
Carroll, is a
Managing Director of Neuberger Canada ULC and joined the firm in 2017 and has
been a Portfolio Manager of the Fund since its inception.
Simon
Griffiths, is a
Managing Director of Neuberger Canada ULC and joined the firm in 2017 and has
been a Portfolio Manager of the Fund since its inception.
About the
Wholly Owned Subsidiary
Neuberger
Commodity Strategy ETF invests in a wholly owned subsidiary
(“Subsidiary”).
The
Subsidiary is an exempted company, the members of which have limited liability,
incorporated under the laws of the Cayman Islands. The Fund invests in its
Subsidiary in order to gain exposure to the commodities markets within the
limitations of the Code applicable to RICs. The Fund must maintain no more than
25% of the value of its total assets in its Subsidiary at the end of every
quarter of its taxable year.
The
Subsidiary is overseen by its own board of directors. However, the Fund’s Board
of Trustees maintains oversight responsibility for investment activities of its
Subsidiary generally as if its Subsidiary’s investments were held directly by
the Fund. The Manager is responsible for the Subsidiary’s day-to-day business
pursuant to a separate investment advisory agreement between the Subsidiary and
the Manager. Under this agreement, the Manager provides the Subsidiary with the
same type of management services, under the same terms, as are provided to the
Fund.
In
managing the Subsidiary’s investment portfolio, and in adhering to the Fund’s
compliance policies and procedures and investment policies and restrictions, the
Manager will treat the assets of the Subsidiary generally in the same manner as
assets that are held directly by the Fund.
The
Subsidiary bears the other fees and expenses it incurs in connection with its
operations, such as those for services it receives from third party service
providers. Accordingly, such fees and expenses are paid indirectly by the
Fund.
Please
refer to the Statement of Additional Information for additional information
about the organization and management of the
Subsidiary.
Financial
Highlights
These
financial highlights describe the performance of the Fund for the fiscal periods
indicated. The Fund has adopted the performance history of the Institutional
Class shares of the predecessor fund, which operated as a mutual fund. For
periods prior to the close of business on October 13, 2023, the financial
information shown below is for the predecessor fund. The total returns in the
table represent the rate that an investor would have earned or lost on an
investment in Institutional Class shares in the predecessor mutual fund, which
the Manager believes is an accurate representation of how the Fund would have
performed, assuming reinvestment of all dividends and distributions.
All
figures have been derived from the financial statements audited by Ernst &
Young LLP, the Fund's independent registered public accounting firm. Their
report, along with full financial statements, appears in the Fund's most recent
Form N-CSR (see back cover).
Neuberger
China Equity ETF
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Data
apply to a single share throughout each year indicated. You can see what
the Fund earned (or lost),
what
it distributed to investors, and how its share price
changed. |
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Share
price (NAV) at beginning of year |
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Income
from investment operations |
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Net
investment income (loss)(3)
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Net
gains (losses)—realized
and unrealized |
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Subtotal:
income (loss) from investment operations |
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Distributions
to shareholders |
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Capital
gain distributions |
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Subtotal:
distributions to shareholders |
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Voluntary
contribution from Management |
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Share
price (NAV) at end of year |
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RATIOS
(% OF AVERAGE NET ASSETS) |
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The
ratios show the Fund's expenses and net investment income
(loss)—as
they actually are as well as
how
they would have been if certain expense reimbursement arrangements had not
been in effect. |
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Net
investment income (loss)—actual |
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Total
return shows how an investment in the Fund would have performed over each
year, assuming all
distributions
were reinvested. The turnover rate reflects how actively the Fund bought
and sold securities. |
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Net
assets at end of year (in millions of dollars) |
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Portfolio
turnover rate (%) |
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(1)
Shows what
this ratio would have been if there had been no expense
reimbursement.
(2)
Would have
been lower if the Manager had not reimbursed certain
expenses.
(3)
Calculated
based on the average number of shares outstanding during each fiscal
period.
(4)
After the
close of business on October 6, 2023, the Fund’s Institutional Class underwent a
reverse stock split. The per share data presented here has been retroactively
adjusted to reflect this split.
Financial
Highlights
These
financial highlights describe the performance of the Fund for the fiscal periods
indicated. The Fund has adopted the performance history of the Institutional
Class shares of the predecessor fund, which operated as a mutual fund. For
periods prior to the close of business on October 21, 2022, the financial
information shown below is for the predecessor fund. The total returns in the
table represent the rate that an investor would have earned or lost on an
investment in Institutional Class shares in the predecessor mutual fund, which
the Manager believes is an accurate representation of how the Fund would have
performed, assuming reinvestment of all dividends and distributions.
All
figures have been derived from the financial statements audited by Ernst &
Young LLP, the Fund's independent registered public accounting firm. Their
report, along with full financial statements, appears in the Fund's most recent
Form N-CSR (see back cover).
Neuberger
Commodity Strategy ETF
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For
the
Period
from
November
1, 2021 to
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Data
apply to a single share throughout each year indicated. You can see what
the
Fund earned (or lost), what it distributed to investors, and how its share
price
changed. |
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|
Share
price (NAV) at beginning of year |
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Income
from investment operations |
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Net
investment income (loss)(3)
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Net
gains (losses)—realized
and unrealized |
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|
Subtotal:
income (loss) from investment operations |
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Distributions
to shareholders |
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Subtotal:
distributions to shareholders |
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|
Share
price (NAV) at end of year |
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RATIOS
(% OF AVERAGE NET ASSETS) |
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|
The
ratios show the Fund's expenses and net investment income
(loss)—as
they
actually are as well as how they would have been if certain expense
reimbursement
arrangements had not been in effect. |
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Net
investment income (loss)—actual |
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|
Total
return shows how an investment in the Fund would have performed over
each
year, assuming all distributions were reinvested. The turnover rate
reflects
how
actively the Fund bought and sold securities. |
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Net
assets at end of year (in millions of dollars) |
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Portfolio
turnover rate (%) |
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|
(1)
Shows what
this ratio would have been if there had been no expense
reimbursement.
(2)
Would have
been lower if the Manager had not reimbursed certain
expenses.
(3)
The per share
amounts have been calculated based on the average number of shares outstanding
during each fiscal period.
(4)
After the
close of business on October 14, 2022, the Fund’s Institutional Class underwent
a reverse stock split. The per share data presented here has been retroactively
adjusted to reflect this stock split.
(5)
For the year
ended August 31.
Financial
Highlights
These
financial highlights describe the performance of the Fund for the fiscal periods
indicated.
All
figures have been derived from the financial statements audited by Ernst &
Young LLP, the Fund's independent registered public accounting firm. Their
report, along with full financial statements, appears in the Fund's most recent
Form N-CSR (see back cover).
Neuberger
Core Equity ETF
PERIOD
ENDED AUGUST 31, 2025 |
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|
Data
apply to a single share throughout each year indicated. You can see what
the Fund earned (or lost), what it distributed to investors,
and
how its share price changed. |
|
|
Share
price (NAV) at beginning of year |
|
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Income
from investment operations |
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|
Net
investment income (loss)(6)
|
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Net
gains (losses)—realized
and unrealized |
|
|
Subtotal:
income (loss) from investment operations |
|
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|
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|
Distributions
to shareholders |
|
|
|
|
|
|
Capital
gain distributions |
|
|
Subtotal:
distributions to shareholders |
|
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|
|
|
|
Share
price (NAV) at end of year |
|
|
RATIOS
(% OF AVERAGE NET ASSETS) |
|
|
The
ratios show the Fund's expenses and net investment income
(loss)—as
they actually are as well as how they would have been if
certain
expense reimbursement arrangements had not been in
effect. |
|
|
|
|
|
|
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|
Net
investment income (loss)—actual |
|
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|
Total
return shows how an investment in the Fund would have performed over each
year, assuming all distributions were reinvested. The
turnover
rate reflects how actively the Fund bought and sold
securities. |
|
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|
Net
assets at end of year (in millions of dollars) |
|
|
Portfolio
turnover rate (%)(7) |
|
|
(1)
Period from
7/31/2024 (beginning of operations) to 8/31/2024.
(2)
Shows what
this ratio would have been if there had been no expense reimbursement and/or
waiver of a portion of the investment management fees.
(3)
Total return
based on per share NAV reflects the effects of changes in NAV on the performance
of the Fund during the fiscal period. Returns assume income dividends and other
distributions, if any, were reinvested. Results represent past performance and
do not indicate future results. Current returns may be lower or higher than the
performance data quoted. Investment returns and principal will fluctuate and
shares, when redeemed, may be worth more or less than original cost. The Fund is
new and has limited performance history that should not be relied on. Past
performance, particularly for brief periods of time, are not indicative of
future returns. Total return would have been lower if Management had not
reimbursed certain expenses and/or waived a portion of the investment management
fee.
(6)
Calculated
based on the average number of shares outstanding during the fiscal
period.
(7)
The portfolio
turnover rate excludes securities received or delivered in-kind. The portfolio
turnover rate including securities received or delivered in-kind for fiscal
periods ending 2025 and 2024 was 46% and 5%, respectively.
(8)
Organization
expense, which is a non-recurring expense, is included in these ratios on a
non-annualized basis.
Financial
Highlights
These
financial highlights describe the performance of the Fund for the fiscal period
indicated.
All
figures have been derived from the financial statements audited by Ernst &
Young LLP, the Fund's independent registered public accounting firm. Their
report, along with full financial statements, appears in the Fund's most recent
Form N-CSR (see back cover).
|
|
|
|
|
|
Data
apply to a single share throughout each year indicated. You can see what
the Fund earned (or lost), what it distributed to investors, and how its
share
price changed. |
|
Share
price (NAV) at beginning of year |
|
|
|
|
Income
from investment operations |
|
Net
investment income (loss)(6)
|
|
Net
gains (losses)—realized
and unrealized |
|
Subtotal:
income (loss) from investment operations |
|
|
|
|
Distributions
to shareholders |
|
|
|
|
Capital
gain distributions |
|
Subtotal:
distributions to shareholders |
|
|
|
|
Share
price (NAV) at end of year |
|
RATIOS
(% OF AVERAGE NET ASSETS) |
|
The
ratios show the Fund's expenses and net investment income
(loss)—as
they actually are as well as how they would have been if certain expense
reimbursement
arrangements had not been in effect. |
|
|
|
|
|
|
|
Net
investment income (loss)—actual |
|
|
|
|
Total
return shows how an investment in the Fund would have performed over each
year, assuming all distributions were reinvested. The turnover rate
reflects
how actively the Fund bought and sold securities. |
|
|
|
|
Net
assets at end of year (in millions of dollars) |
|
Portfolio
turnover rate (%)(7) |
|
(1)
Period
12/18/2024 (beginning of operations) to 8/31/2025.
(2)
Shows what
this ratio would have been if there had been no expense waiver of a portion of
the investment management fees.
(3)
Total return
based on per share NAV reflects the effects of changes in NAV on the performance
of the Fund during the fiscal period. Returns assume income dividends and other
distributions, if any, were reinvested. Results represent past performance and
do not indicate future results. Current returns may be lower or higher than the
performance data quoted. Investment returns and principal will fluctuate and
shares, when redeemed, may be worth more or less than original cost. The Fund is
new and has limited performance history that should not be relied on. Past
performance, particularly for brief periods of time, are not indicative of
future returns. Total return would have been lower if Management had not waived
a portion of the investment management fee.
(6)
Calculated
based on the average number of shares outstanding during the fiscal
period.
(7)
The portfolio
turnover rate excludes securities received or delivered in-kind. The portfolio
turnover rate including securities received or delivered in-kind for fiscal
period ending 2025 was 29%.
Financial
Highlights
These
financial highlights describe the performance of the Fund for the fiscal period
indicated.
All
figures have been derived from the financial statements audited by Ernst &
Young LLP, the Fund's independent registered public accounting firm. Their
report, along with full financial statements, appears in the Fund's most recent
Form N-CSR (see back cover).
Neuberger
Japan Equity ETF
PERIOD
ENDED AUGUST 31, 2025 |
|
|
|
|
Data
apply to a single share throughout each year indicated. You can see what
the Fund earned (or lost), what it distributed to investors, and how its
share
price changed. |
|
Share
price (NAV) at beginning of year |
|
|
|
|
Income
from investment operations |
|
Net
investment income (loss)(6)
|
|
Net
gains (losses)—realized
and unrealized |
|
Subtotal:
income (loss) from investment operations |
|
|
|
|
Distributions
to shareholders |
|
|
|
|
Capital
gain distributions |
|
Subtotal:
distributions to shareholders |
|
|
|
|
Share
price (NAV) at end of year |
|
RATIOS
(% OF AVERAGE NET ASSETS) |
|
The
ratios show the Fund's expenses and net investment income
(loss)—as
they actually are as well as how they would have been if certain expense
reimbursement
arrangements had not been in effect. |
|
|
|
|
|
|
|
Net
investment income (loss)—actual |
|
|
|
|
Total
return shows how an investment in the Fund would have performed over each
year, assuming all distributions were reinvested. The turnover rate
reflects
how actively the Fund bought and sold securities. |
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Net
assets at end of year (in millions of dollars) |
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Portfolio
turnover rate (%)(7) |
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(1)
Period from
9/11/2024 (beginning of operations) to 8/31/2025.
(2)
Shows what
this ratio would have been if there had been no expense waiver of a portion of
the investment management fees.
(3)
Total return
based on per share NAV reflects the effects of changes in NAV on the performance
of the Fund during the fiscal period. Returns assume income dividends and other
distributions, if any, were reinvested. Results represent past performance and
do not indicate future results. Current returns may be lower or higher than the
performance data quoted. Investment returns and principal will fluctuate and
shares, when redeemed, may be worth more or less than original cost. The Fund is
new and has limited performance history that should not be relied on. Past
performance, particularly for brief periods of time, are not indicative of
future returns. Total return would have been lower if Management had not waived
a portion of the investment management fee.
(6)
Calculated
based on the average number of shares outstanding during the fiscal
period.
(7)
The portfolio
turnover rate excludes securities received or delivered in-kind. The portfolio
turnover rate including securities received or delivered in-kind for fiscal
periods ending 2025 was 59%.
Financial
Highlights
These
financial highlights describe the performance of the Fund for the fiscal periods
indicated. The Fund has adopted the performance history of the Institutional
Class shares of the predecessor fund, which operated as a mutual fund. For
periods prior to the close of business on January 26, 2024, the financial
information shown below is for the predecessor fund. The total returns in the
table represent the rate that an investor would have earned or lost on an
investment in Institutional Class shares in the predecessor mutual fund, which
the Manager believes is an accurate representation of how the Fund would have
performed, assuming reinvestment of all dividends and distributions.
All
figures have been derived from the financial statements audited by Ernst &
Young LLP, the Fund's independent registered public accounting firm. Their
report, along with full financial statements, appears in the Fund's most recent
Form N-CSR (see back cover).
Neuberger
Option Strategy ETF
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For
the
Period
from
November
1, 2023
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Data
apply to a single share throughout each year indicated. You can see what
the
Fund earned (or lost), what it distributed to investors, and how its share
price
changed. |
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Share
price (NAV) at beginning of period |
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Income
from investment operations |
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Net
investment income (loss)(3)
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Net
gains (losses)—realized
and unrealized |
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Subtotal:
income from investment operations |
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Distributions
to shareholders |
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Capital
gain distributions |
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Subtotal:
distributions to shareholders |
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Share
price (NAV) at end of year |
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RATIOS
(% OF AVERAGE NET ASSETS) |
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The
ratios show the Fund's expenses and net investment income
(loss)—as
they
actually are as well as how they would have been if certain expense
reimbursement
arrangements had not been in effect. |
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Net
investment income (loss)—actual |
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Total
return shows how an investment in the Fund would have performed over
each
year, assuming all distributions were reinvested. The turnover rate
reflects
how
actively the Fund bought and sold securities. |
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Net
assets at end of year (in millions of dollars) |
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Portfolio
turnover rate (%) |
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(1)
Shows what
this ratio would have been if there had been no expense
reimbursement.
(2)
Would have
been lower if the Manager had not reimbursed certain
expenses.
(3)
The per share
amounts have been calculated based on the average number of shares outstanding
during the fiscal period.
(4)
After the
close of business on January 19, 2024, the Fund’s Institutional Class underwent
a reverse stock split. The per share data presented here has been retroactively
adjusted to reflect this split.
(5)
For the year
ended August 31.
Financial
Highlights
These
financial highlights describe the performance of the Fund for the fiscal periods
indicated.
All
figures have been derived from the financial statements audited by Ernst &
Young LLP, the Fund's independent registered public accounting firm. Their
report, along with full financial statements, appears in the Fund's most recent
Form N-CSR (see back cover).
Neuberger
Small-Mid Cap ETF
PERIOD
ENDED AUGUST 31, 2025 |
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Data
apply to a single share throughout each year indicated. You can see what
the Fund earned (or lost), what it distributed to investors,
and
how its share price changed. |
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Share
price (NAV) at beginning of year |
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Income
from investment operations |
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Net
investment income (loss)(6)
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Net
gains (losses)—realized
and unrealized |
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Subtotal:
income (loss) from investment operations |
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Distributions
to shareholders |
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Capital
gain distributions |
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Subtotal:
distributions to shareholders |
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Share
price (NAV) at end of year |
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RATIOS
(% OF AVERAGE NET ASSETS) |
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The
ratios show the Fund's expenses and net investment income
(loss)—as
they actually are as well as how they would have been if
certain
expense reimbursement arrangements had not been in
effect. |
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Net
investment income (loss)—actual |
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Total
return shows how an investment in the Fund would have performed over each
year, assuming all distributions were reinvested. The
turnover
rate reflects how actively the Fund bought and sold
securities. |
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|
Net
assets at end of year (in millions of dollars) |
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Portfolio
turnover rate (%)(7) |
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(1)
Period from
3/20/2024 (beginning of operations) to 8/31/2024.
(2)
Shows what
this ratio would have been if there had been no expense
reimbursement.
(3)
Total return
based on per share NAV reflects the effects of changes in NAV on the performance
of the Fund during the fiscal period. Returns assume income dividends and other
distributions, if any, were reinvested. Results represent past performance and
do not indicate future results. Current returns may be lower or higher than the
performance data quoted. Investment returns and principal will fluctuate and
shares, when redeemed, may be worth more or less than original cost. The Fund is
new and has limited performance history that should not be relied on. Past
performance, particularly for brief periods of time, are not indicative of
future returns. Total return would have been lower if Management had not
reimbursed certain expenses.
(6)
Calculated
based on the average number of shares outstanding during the fiscal
period.
(7)
The portfolio
turnover rate excludes securities received or delivered in-kind. The portfolio
turnover rate including securities received or delivered in-kind for fiscal
periods ending 2025 and 2024 was 72% and 12%, respectively.
(8)
Organization
expense, which is a non-recurring expense, is included in these ratios on a
non-annualized basis.
Other Service
Providers
Neuberger
Berman BD LLC (“Distributor”), an affiliate of the Manager, serves as each
Fund’s distributor. Shares in less than Creation Units are not distributed by
the Distributor, and the Distributor does not maintain a secondary market in the
shares of the Funds.
State
Street Bank (“State Street”) serves as custodian and transfer agent for the
Funds. State Street maintains in separate accounts cash, securities and other
assets of the Funds, keeps all necessary accounts and records, and provides
other services.
Your
Investment
The
net asset value per share of a Fund is the total value of Fund assets
attributable to shares of that Fund minus the liabilities attributable to that
Fund, divided by the total number of shares outstanding for that Fund. Because
the value of a Fund's portfolio securities changes every business day, its share
price usually changes as well.
Each
Fund normally calculates its share price on each day the New York Stock Exchange
(the “NYSE Exchange”) is open once daily as of 4:00 P.M., Eastern time. In the
event of an emergency or other disruption in trading on the NYSE Exchange, a
Fund’s share price would still normally be determined as of 4:00 P.M., Eastern
time. The NYSE Exchange is generally closed on all national holidays and Good
Friday; Fund shares will not be priced on those days or other days on which the
NYSE Exchange is scheduled to be closed. When the NYSE Exchange is closed for
unusual reasons, Fund shares will generally not be priced although a Fund may
decide to remain open and price Fund shares and in such a case, the Fund would
post a notice on www.nb.com/ETF.
A
Fund generally values its investments based upon their last reported sale
prices, market quotations, or estimates of value provided by an independent
pricing service as of the time as of which the Fund’s share price is calculated.
Equity securities (including securities issued by ETFs) and exchange-traded
derivative instruments held by a Fund generally are valued by one or more
independent pricing services approved by the Manager at the last reported sale
price or official closing price or, if there is no reported sale quoted on a
principal exchange or market for that security or official closing price, on the
basis of market quotations. Debt securities and certain derivative instruments
that do not trade on an exchange generally are valued by one or more independent
pricing services approved by the Manager on the basis of market quotations and
in the case of derivatives, market data about the underlying investments.
Short-term securities held by a Fund may be valued on the basis of amortized
cost, unless other factors indicate that amortized cost is not an accurate
estimate of the security’s value.
Investments
in non-exchange traded investment companies are valued using the respective
fund’s daily calculated net asset value per share. The prospectus for the fund
explains the circumstances under which the fund will use fair value pricing and
the effects of using fair value pricing.
If
a valuation for a security is not available from an independent pricing service
or if the Manager believes in good faith that the valuation does not reflect the
amount a Fund would receive on a current sale of that security, the Fund seeks
to obtain quotations from brokers or dealers. If such quotations are not readily
available, the Fund may use a fair value estimate made according to methods
approved by the Manager. Pursuant to Rule 2a-5 under the Investment Company Act
of 1940, as amended, the Board of Trustees designated the Manager as the Fund's
valuation designee. As the Fund's valuation designee, the Manager is responsible
for determining fair value in good faith for any and all Fund investments. A
Fund may also use these methods to value certain types of illiquid securities.
Fair value pricing generally will be used if the market in which a portfolio
security trades closes early or if trading in a particular security was halted
during the day and did not resume prior to the time as of which a Fund’s share
price is calculated.
A
Fund may also fair value securities that trade in a foreign market if
significant events that appear likely to affect the value of those securities
occur between the time the foreign market closes and the time as of which the
Fund’s share price is calculated. Significant events may include (1) corporate
actions or announcements that affect a single issuer, (2) governmental actions
that affect securities in one sector, country or region, (3) natural disasters
or armed conflicts that affect a country or region, or (4) significant domestic
or foreign market fluctuations.
For
certain foreign assets, after the relevant foreign markets have closed, a
third-party vendor supplies evaluated, systematic fair value pricing based upon
analysis of historical correlation of multiple factors. In the case of both
foreign equity and foreign income securities, in the absence of precise
information about the market values of these foreign securities as of the time
as of which a Fund’s share price is calculated, the Manager has determined on
the basis of available data that prices adjusted or evaluated in this way are
likely to be closer to the prices a Fund could realize on a current sale than
are the prices of those securities established at the close of the foreign
markets in which the securities primarily trade. Please see the Funds' Statement
of Additional Information for additional detail about the Funds' fair valuation
practices.
The
effect of using fair value pricing is that a portfolio security will be priced
based on the subjective judgment of the Manager, instead of being priced using
valuations from an independent pricing service. Fair value pricing can help to
protect a Fund by reducing arbitrage opportunities available to short-term
traders, but there is no assurance that fair value pricing will completely
prevent dilution of a Fund’s net asset value by such
traders.
Trading
in securities on many foreign exchanges is normally completed before a Fund
calculates its net asset value. In addition, foreign markets may be open on days
when U.S. markets are closed. As a result, the value of foreign securities owned
by a Fund could change at times or on days when a Fund’s net asset value is not
calculated, when Fund shares do not trade, and when sales and redemptions of
Fund shares do not occur.
Buying and
Selling Fund Shares
Shares of
a Fund may be purchased or redeemed directly from a Fund only in Creation Units
or multiples thereof. Only a broker-dealer (“Authorized Participant”) that
enters into an Authorized Participant Agreement with a Fund’s Distributor may
engage in creation and redemption transactions directly with the Fund. Purchases
and redemptions directly with a Fund must follow the Fund’s procedures, and are
subject to transaction fees, which are described in the SAI. Orders for such
transactions may be rejected or delayed if they are not submitted in good order
and subject to the other conditions set forth in this prospectus and the SAI.
Please see the SAI for more information about purchases and redemptions of
Creation Units.
Once
purchased (i.e., created) by an Authorized Participant, shares are listed on the
Exchange and trade in the secondary market. When you buy or sell each Fund’s
shares in the secondary market, you will pay or receive the market price. The
price at which you buy or sell Shares (i.e., the market price) may be more or
less than the NAV of the Shares. Unless imposed by your broker, there is no
minimum dollar amount you must invest in a Fund and no minimum number of Shares
you must buy. Shares can be bought and sold throughout the trading day like
other publicly traded securities. Most investors will buy and sell shares
through a broker and, thus, will incur customary brokerage commissions and
charges when buying or selling shares. Except
when aggregated in Creation Units, Shares are not redeemable by the
Funds.
The
secondary markets are closed on weekends and also are generally closed on the
following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’
Day, Good Friday, Memorial Day (observed), Juneteenth National Independence Day,
Independence Day, Labor Day, Thanksgiving Day, and Christmas
Day.
For more
information on how to buy and sell shares of the Funds, call 877-628-2583 or
visit www.nb.com/ETF.
Premium/Discount
Information
Information
showing the number of days the market price of a Fund’s shares was greater than
the Fund’s NAV per share (i.e., at a premium) and the number of days it was less
than the Fund’s NAV per share (i.e., at a discount) for various time periods
will be available by visiting the Fund’s website at www.nb.com/ETF. The premium
and discount information contained on the website will represent past
performance and cannot be used to predict future results.
Portfolio
Holdings Information
Each day
the Funds are open for business, the Trust publicly disseminates the Fund’s full
portfolio holdings as of the close of the previous day through the Funds'
website. A description of the Funds' policies and procedures with respect to the
disclosure of a Funds' portfolio holdings is available in the Fund’s Statement
of Additional Information (“SAI”). The holdings of each Fund can be found on the
Funds' website at www.nb.com/ETF.
Active
Investors and Market Timing
The
Trust’s Board of Trustees has determined not to adopt policies and procedures
designed to prevent or monitor for frequent purchases and redemptions of a
Fund’s shares because a Fund sells and redeems its shares at NAV only in
Creation Units pursuant to the terms of an Authorized Participant Agreement
between the Authorized Participant and the Distributor, and such direct trading
between each Fund and Authorized Participants is critical to ensuring that the
Fund’s shares trade at or close to NAV. Further, the vast majority of trading in
Fund shares occurs on the secondary market, which does not involve a Fund
directly and therefore does not cause a Fund to experience many of the harmful
effects of market timing, such as dilution and disruption of portfolio
management. In addition, a Fund imposes a transaction fee on Creation Unit
transactions, which is designed to offset transfer and other transaction costs
incurred by a Fund in connection with the issuance and redemption of Creation
Units and may employ fair valuation pricing to minimize potential dilution from
market timing. A Fund reserves the right to reject any purchase order at any
time and reserves the right to impose restrictions on disruptive, excessive, or
short-term trading.
Investments
by Registered Investment Companies
Section
12(d)(1) of the 1940 Act restricts investments by investment companies in the
securities of other investment companies, including shares of a Fund. Registered
investment companies are permitted to invest in a Fund beyond the limits set
forth in Section 12(d)(1) in reliance on rules adopted by the SEC, particularly
Rule 12d1-4 under the 1940 Act, or any other applicable exemptive
relief.
The method
by which Creation Units of Fund shares are created and traded may raise certain
issues under applicable securities laws. Because new Creation Units of shares
are issued and sold by a Fund on an ongoing basis, a “distribution,” as such
term is used in the Securities Act, may occur at any point. Broker-dealers and
other persons are cautioned that some activities on their part may, depending on
the circumstances, result in their being deemed participants in a distribution
in a manner which could render them statutory underwriters and subject them to
the prospectus delivery requirement and liability provisions of the Securities
Act.
For
example, a broker-dealer firm or its client may be deemed a statutory
underwriter if it takes Creation Units after placing an order with the
Distributor, breaks them down into constituent shares and sells the shares
directly to customers or if it chooses to couple the creation of a supply of new
shares with an active selling effort involving solicitation of secondary market
demand for shares. A determination of whether one is an underwriter for purposes
of the Securities Act must take into account all the facts and circumstances
pertaining to the activities of the broker-dealer or its client in the
particular case, and the examples mentioned above should not be considered a
complete description of all the activities that could lead to a characterization
as an underwriter.
Broker-dealer
firms should also note that dealers who are not “underwriters” but are effecting
transactions in shares, whether or not participating in the distribution of
shares, are generally required to deliver a prospectus. This is because the
prospectus delivery exemption in Section 4(3) of the Securities Act is not
available in respect of such transactions as a result of Section 24(d) of the
1940 Act. As a result, broker-dealer firms should note that dealers who are not
“underwriters” but are participating in a distribution (as contrasted with
engaging in ordinary secondary market transactions) and thus dealing with the
shares that are part of an overallotment within the meaning of Section 4(3)(C)
of the Securities Act, will be unable to take advantage of the prospectus
delivery exemption provided by Section 4(3) of the Securities Act. For delivery
of prospectuses to exchange members, the prospectus delivery mechanism of Rule
153 under the Securities Act is only available with respect to transactions on a
national exchange.
Dealers
effecting transactions in the Fund’s shares, whether or not participating in
this distribution, are generally required to deliver a Prospectus. This is in
addition to any obligation of dealers to deliver a Prospectus when acting as
underwriters.
Payments to
Broker-Dealers and Other Financial Intermediaries
If you
purchase shares of a Fund through a broker-dealer or other financial
intermediary (such as a bank), the Manager or an affiliate may pay the
intermediary for marketing activities or other services related to the sale or
promotion of the Fund. These payments may create a conflict of interest by
influencing the broker-dealer or other financial intermediary and your
salesperson to recommend a Fund over another investment. Ask your salesperson or
visit your financial intermediary’s website for more
information.
Each of
the Neuberger Core Equity ETF, Neuberger Growth ETF, Neuberger Japan Equity ETF,
Neuberger Quality Select ETF, Neuberger Small-Mid Cap ETF and Neuberger Small
Value ETF has adopted a Distribution Plan (the “Plan”) that allows a Fund to pay
distribution fees to the Distributor and other firms that provide distribution
services (“Distribution Service Providers”). Under the Plan, if a Distribution
Service Provider provides distribution services, a Fund would pay distribution
fees to the Distributor at an annual rate not to exceed 0.25% of average daily
net assets, pursuant to Rule 12b-1 under the 1940 Act. The Distributor would, in
turn, pay the Distribution Service Provider out of its fees. The Board of
Trustees currently has determined not to implement any 12b-1 fees pursuant to
the Plan. 12b-1 fees may only be imposed after approval by the Board of
Trustees. Because any distribution fees would be paid out of a Fund’s assets on
an on-going basis, if payments are made in the future, the distribution fees
would increase the cost of your investment and may cost you more than paying
other types of sales charges.
Distributions
and Taxes
Distributions
(All
Funds except Neuberger Option Strategy) —
Each Fund pays out to its shareholders any net investment income and
net realized capital and foreign currency gains. Ordinarily, a Fund makes
distributions once a year (usually in December). Gains from foreign currency
transactions, if any, are normally distributed in December. A Fund may make
additional distributions, if necessary, to avoid federal income or excise
taxes.
Distributions
(Neuberger Option Strategy ETF)—The
Fund generally distributes net investment income, including
short-term capital
gains, if any, monthly and net realized capital gains, if any, annually. Gains
from foreign currency transactions, if any, are normally distributed in
December. The Fund may make additional distributions, if necessary, to avoid
federal income or excise taxes. The Fund seeks to maintain relatively stable
monthly distributions, although the amount of income earned by the Fund
typically varies from period to period. Each month, the Fund determines the
amount of distribution to pay based on a combination of expected premiums and
gains (collectively referred to as “premiums”) from writing put options, the
portion of such premiums to be included in such distribution and the accrued
interest from the Fund’s fixed income investments, net of expenses, during that
period. As a result of such distribution strategy, the Fund’s distributions may
exceed its earnings and profits in some tax years, and consequently, all or a
portion of the distributions made for a taxable year may be characterized as a
return of capital to shareholders.
Dividend
Reinvestment Service—The
Trust does not provide dividend reinvestment services. Broker-dealers may make
available
the Depository Trust Company book-entry Dividend Reinvestment Service for use by
beneficial owners of the Funds for reinvestment of their dividend distributions.
Beneficial owners should contact their broker to determine the availability and
costs of the service and the details of participation therein. Brokers may
require beneficial owners to adhere to specific procedures and timetables. If
this service is available and used, dividend distributions of both income and
realized gains will be automatically reinvested in additional whole shares of
the Funds purchased in the secondary market.
How
distributions are taxed—Except
for tax-advantaged retirement plans and other tax-exempt investors
(collectively, “exempt investors”)
and except as noted below, all Fund distributions you receive are generally
taxable to you, regardless of whether you take them in cash or reinvest them in
additional Fund shares.
Fund
distributions to IRAs, Roth IRAs, and qualified retirement plans generally are
tax-free. Eventual withdrawals from a Roth IRA also may be tax-free, while
withdrawals from other retirement plans and accounts generally are subject to
federal income tax.
Distributions
generally are taxable to shareholders other than exempt investors in the year
they are received. In some cases, however, distributions received in January are
treated for federal income tax purposes as if they had been paid the previous
December 31. Your tax statement (see “Taxes and You”) will help clarify this for
you.
Distributions
of net investment income and the excess of net short-term capital gain over net
long-term capital loss (“dividends”) are taxed as ordinary income. However, for
individual and certain other non-corporate shareholders (each, an “individual
shareholder”) who satisfy certain holding period and other restrictions with
respect to their Fund shares on which the dividends are paid, a Fund’s dividends
attributable to “qualified dividend income” (generally, dividends a Fund
receives on stock of most U.S. and certain foreign corporations with respect to
which it satisfies those restrictions) are subject to maximum federal income tax
rates that are lower than the maximum rates for ordinary income (“lower maximum
rates”).
Distributions
of net capital gain (i.e., the excess of net long-term capital gain over net
short-term capital loss) are taxed as long-term capital gain and for individual
shareholders are subject to the lower maximum rates. The tax treatment of
capital gain distributions from a Fund depends on how long a Fund held the
securities it sold that generated the gain, not on when you bought your shares
of a Fund or whether you reinvested your distributions.
If, for
any taxable year, a Fund distributes an amount that exceeds its current earnings
and profits (generally, the sum of its investment company taxable income plus
net capital gain for that year)—which
might result from, among other things, the difference
between book and tax accounting treatment of certain derivatives and foreign
currency transactions—plus
its accumulated
earnings and profits, if any, that excess generally will be treated as a return
of capital, which will reduce your tax basis in your Fund shares. To the extent
that excess is greater than your tax basis, it will be treated as gain from a
sale of your shares (taxed as described below). Because the Option Strategy ETF
plans to make stable monthly distributions that are expected to vary from the
Fund’s income from period to period, the Fund’s distributions are expected to
result in a return of capital in some or all tax years. Final determination of
the nature of distributions for tax purposes cannot be made until after calendar
year end and will be reported on Form 1099.
Shareholders
should review any notice that accompanies a payment of dividends or other
distributions to determine whether any portion of the payment represents a
return of capital rather than a distribution of a Fund’s net income and/or
realized gains.
Additional
tax—An
individual shareholder’s distributions from a Fund and net gains recognized on
redemptions and exchanges of Fund
shares are subject to a 3.8% federal tax on the lesser of (1) the individual’s
“net investment income” (which generally includes distributions from a Fund and
net gains from the disposition of Fund shares) or (2) the excess of the
individual's “modified adjusted gross income” over a specified threshold amount.
This tax is in addition to any other taxes due on that income. You should
consult your own tax professional regarding the effect, if any, this tax may
have on your investment in Fund shares.
The
taxes you actually owe on Fund distributions and share transactions can vary
with many factors, such as your marginal tax bracket, how long you held your
shares and, if you are an individual shareholder, whether you owe federal
alternative minimum tax.
How
can you figure out your tax liability on Fund distributions and share
transactions? One helpful tool is the tax statement that your broker sends you
after the end of each calendar year. It details the distributions you received
during the past year and shows their tax status. That statement, or a separate
statement from your broker, also covers your share
transactions.
Most
importantly, consult your tax professional. Everyone’s tax situation is
different, and your tax professional should be able to help you answer any
questions you may have.
Buying
Shares Before a Distribution
The
money a Fund earns, either as net investment income or as net realized capital
gains, is reflected in its net asset value until it distributes the money. This
income, less expenses incurred in the operation of a Fund, constitutes a Fund's
net investment income from which dividends will be paid. When a Fund makes a
distribution, the amount of the distribution is deducted from the net asset
value. Because of this, to the extent a Fund's share price correlates with its
net asset value, if you buy shares of a Fund just before it makes such a
distribution, you will end up getting some of your investment back as a taxable
distribution. You can avoid this situation by waiting to invest until after the
record date for the distribution.
At
the time of your purchase of shares, a Fund’s net asset value may reflect
undistributed income, undistributed capital gains, or net unrealized
appreciation of Fund securities held by that Fund. A subsequent distribution of
such amounts, although constituting a return of your investment, would be
taxable, and would be taxed as ordinary income (some portion of which may be
taxed as qualified dividend income), capital gains, or some combination of both,
unless you are an exempt investor.
Generally,
if you are an exempt investor, there are no current tax consequences to you from
distributions.
Taxes
When Shares are Sold
Generally,
you will recognize taxable gain or loss if you sell or otherwise dispose of your
shares. An exception applies to exempt investors. Any gain arising from such a
disposition generally will be treated as long-term capital gain if you held the
shares for more than one year; otherwise, it will be classified as short-term
capital gain. However, any capital loss arising from the disposition of shares
held for six months or less will be treated as long-term capital loss to the
extent of the amount of capital gain dividends received with respect to such
shares. In addition, all or a portion of any loss recognized upon a disposition
of shares may be disallowed under “wash sale” rules if other shares of the same
Fund are purchased (whether through reinvestment of distributions or otherwise)
within 30 days before or after the disposition. If disallowed, the loss will be
reflected in an adjustment to the basis of the shares
acquired.
Taxes on
Creations and Redemptions of Creation Units
A person
who purchases a Creation Unit by exchanging securities in-kind generally will
recognize a gain or loss equal to the difference between (i) the sum of the
market value of the Creation Units at the time of the exchange and any net
amount of cash received by the Authorized Participant in the exchange and (ii)
the sum of the purchaser’s aggregate basis in the securities surrendered and any
net amount of cash paid for the Creation Units. A person who redeems Creation
Units and receives securities in-kind from the Fund will generally recognize a
gain or loss equal to the difference between the redeemer’s basis in the
Creation Units, and the aggregate market value of the securities received and
any net cash received. The IRS, however, may assert that a loss realized upon an
in-kind exchange of securities for Creation Units or an exchange of Creation
Units for securities cannot be
deducted
currently under the rules governing “wash sales,” or on the basis that there has
been no significant change in economic position. Persons effecting in-kind
creations or redemptions should consult their own tax adviser with respect to
these matters.
A Fund has
the right to reject an order for Creation Units if the purchaser (or a group of
purchasers) would, upon obtaining the shares so ordered, own 80% or more of the
outstanding shares of a Fund and if, pursuant to section 351 of the Code, a Fund
would have a basis in the deposit securities different from the market value of
such securities on the date of deposit. A Fund also has the right to require
information necessary to determine beneficial share ownership for purposes of
the 80% determinations.
NYSE
Arca, Inc. Disclaimer
Shares
of a Fund are not sponsored, endorsed or promoted by NYSE Arca, Inc. (“NYSE
Arca”). NYSE Arca makes no representation or warranty, express or implied, to
the owners of the shares of a Fund or any member of the public regarding the
ability of a Fund to meet their investment objective. NYSE Arca is not
responsible for, nor has it participated in the determination of the timing of,
prices of, or quantities of shares of a Fund to be issued, nor in the
determination or calculation of the equation by which the shares are redeemable.
NYSE Arca has no obligation or liability to owners of the shares of a Fund in
connection with the administration, marketing or trading of the shares of the
Fund.
NYSE
Arca makes no warranty, express or implied, as to results to be obtained by the
Trust on behalf of a Fund as licensee, licensee’s customers and counterparties,
owners of the shares of the Fund, or any other person or entity from the use of
the subject index or any data included therein in connection with the rights
licensed as described herein or for any other use. Without limiting any of the
foregoing, in no event shall NYSE Arca have any liability for any direct,
indirect, special, punitive, consequential or any other damages (including lost
profits) even if notified of the possibility of such
damages.
Appendix–Related
Performance Information of Similar Accounts
Neuberger
Core Equity ETF
Neuberger
Core Equity ETF (the “Fund”) has recently commenced operations and does not yet
have a full calendar year of performance. Neuberger Berman Investment Advisers
LLC (“NBIA”) manages other advisory accounts that have substantially similar
investment objectives, policies and investment strategies as the Fund and the
table below provides supplemental performance information for the Research
Opportunity Composite which is a composite of such accounts (the “Composite”).
The Composite performance information does not represent the performance of the
Fund. It is provided to illustrate the past performance of NBIA in managing the
Composite. In addition, the performance is shown against the Russell 1000® Index
which is the Fund’s benchmark (the “Russell Index”), and the S&P 500® Index
(“S&P Index”). The Fund’s portfolio management team is the same team that is
responsible for managing the accounts that constitute the
Composite.
The
historical performance data for the Composite should not be considered a
substitute for the Fund’s performance, and should not be considered an
indication of the Fund’s future performance. The Composite started in 2004 and
was comprised of 1 account with $2.2 million in market value as of December 31,
2004. As of December 31, 2024, the number of accounts in the Composite has
ranged from 1 to 70 accounts and the market value of the accounts has ranged
from $0.5 million to $2.5 billion. Thus, accounts move in and out of the
Composite over time. Since fees, commissions, and taxes may differ for the
Composite and the Fund, performance data for identical periods may differ. The
Composite has been constructed in compliance with the Global Investment
Performance Standards (GIPS®) standards.
You should
not assume that the Fund will have the same performance as the Composite. An
investment in the Fund can lose value. The Composite includes accounts that are
not registered under the Investment Company Act of 1940 (the “1940 Act”), and
therefore are not subject to certain investment restrictions, diversification
requirements, and other regulatory requirements imposed by the 1940 Act or by
the Internal Revenue Code of 1986. If those accounts had been registered under
the 1940 Act, the performance results might have been lower. Although the Fund
and the Composite have substantially similar investment objectives, policies and
investment strategies, differences in asset size and cash flows may result in
differences in security selection, relative weightings or differences in the
price paid for certain securities. As such, the investments held by the Fund may
not be identical to the investments held by the Composite and the future
performance of the Fund will differ from the performance of the
Composite.
The
Composite’s net performance information is calculated in accordance with GIPS®,
created and administered by the CFA Institute. This method of calculating
performance differs from the SEC’s standardized methodology that will be used to
calculate the Funds’ performance and may result in an average annual total
return that may be higher than that derived from the SEC’s standardized
methodology.
average
annual total % returns as of 12/31/2024
|
|
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|
|
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|
|
Since
Inception
of
Composite |
Composite
(net of fund fees) |
|
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|
Composite returns are presented in U.S. dollars and include the reinvestment
of dividends and interest. The Fund’s return will be reduced by management fees.
Composite Net of Fee returns are the Gross of Fee returns reduced by total fees
and expenses of the Fund for its most recent fiscal year as presented in the fee
table included in this Prospectus. Periods greater than one year are annualized.
Actual expenses may vary among clients with the same investment
strategy.
The
Russell Index is a float-adjusted, market capitalization-weighted index that
measures the performance of the large-cap segment of the U.S. equity market. It
includes approximately 1,000 of the largest securities in the Russell 3000®
Index (which measures the performance of the 3,000 largest U.S. public companies
based on total market capitalization). The index is rebalanced annually in
June.
The
S&P Index is a float-adjusted, market capitalization-weighted index that
focuses on the large-cap segment of the U.S. equity market, and includes a
significant portfolio of the total value of the market.
The
results of each index assume the reinvestment of dividends or interest paid on
the securities constituting the index. It is not possible to invest directly in
either index. Unlike the accounts in the Composite (and the Fund), each index
does not incur fees or expenses.
Neuberger
Growth ETF (the “Fund”) has recently commenced operations and does not yet have
a full calendar year of performance. Neuberger Berman Investment Advisers LLC
(“NBIA”) manages other advisory accounts that have substantially similar
investment objectives, policies and investment strategies as the Fund and the
table below provides supplemental performance information for the Neuberger
Berman Large Cap Growth Composite which is a composite of such accounts (the
“Composite”). The Composite performance information does not represent the
performance of the Fund. It is provided to illustrate the past performance of
NBIA in managing the Composite. In addition, the performance is shown against
the S&P 500®
Index (the
“S&P Index”) and the Russell 1000® Growth Index (the “Russell Index”). The
Fund’s portfolio management team is the same team that is responsible for
managing the accounts that constitute the Composite.
The
historical performance data for the Composite should not be considered a
substitute for the Fund’s performance, and should not be considered an
indication of the Fund’s future performance. The Composite started in 2016 and
was comprised of two accounts with $1.1 billion in market value as of December
31, 2016. Since that time, the number of accounts in the Composite has remained
the same and the market value of the accounts has ranged from $1.1 billion to
$2.7 billion. As of December 31, 2024, there were 2 accounts in the Composite
and the market value of the Composite was approximately $2.7 billion. Since
fees, commissions, and taxes may differ for the Composite and the Fund,
performance data for identical periods may differ. The Composite has been
constructed in compliance with the Global Investment Performance Standards
(GIPS®) standards.
You should
not assume that the Fund will have the same performance as the Composite. An
investment in the Fund can lose value. The Composite includes accounts that are
not registered under the Investment Company Act of 1940 (the “1940 Act”), and
therefore are not subject to certain investment restrictions, diversification
requirements, and other regulatory requirements imposed by the 1940 Act or by
the Internal Revenue Code of 1986. If those accounts had been registered under
the 1940 Act, the performance results might have been lower. Although the Fund
and the Composite have substantially similar investment objectives, policies and
investment strategies, differences in asset size and cash flows may result in
differences in security selection, relative weightings or differences in the
price paid for certain securities. As such, the investments held by the Fund may
not be identical to the investments held by the Composite and the future
performance of the Fund will differ from the performance of the
Composite.
The
Composite’s net performance information is calculated in accordance with GIPS®,
created and administered by the CFA Institute. This method of calculating
performance differs from the SEC’s standardized methodology that will be used to
calculate the Fund’s performance and may result in an average annual total
return that may be higher than that derived from the SEC’s standardized
methodology.
average
annual total % returns as of 12/31/2024
|
|
|
|
|
|
|
Since
Inception
of
Composite |
Composite
(net of fund fees) |
|
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|
|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
Composite returns are presented in U.S. dollars and include the reinvestment
of dividends and interest. The Fund’s return will be reduced by management fees.
Composite Net of Fee returns are the Gross of Fee returns reduced by total fees
and expenses of the Fund for its most recent fiscal year as presented in the fee
table included in this Prospectus. Periods greater than one year are annualized.
Actual expenses may vary among clients with the same investment
strategy.
The
S&P Index is a float-adjusted, market capitalization-weighted index that
focuses on the large-cap segment of the U.S. equity market, and includes a
significant portfolio of the total value of the market.
The
Russell Index is a float-adjusted, market capitalization-weighted index that
measures the performance of the large-cap growth segment of the U.S. equity
market. It includes those Russell 1000® companies (approximately the 1,000
largest U.S. public companies based on total market capitalization) with higher
price-to-book ratios and higher forecasted growth values. The index is
rebalanced annually in June. Effective after the market close on March 21, 2025,
FTSE Russell is implementing a capping methodology to all Russell U.S. Style
Indices including this one. Any individual company weights in the index greater
than 22.5%
will be
capped, and the sum of all individual companies that have an index weight
greater than 4.5% will be capped to a 45% aggregate weight in the index. This
will be applied quarterly going forward, but historical index returns will not
be restated.
The
results of each index assume the reinvestment of dividends or interest paid on
the securities constituting the index. It is not possible to invest directly in
any index. Unlike the accounts in the Composite (and the Fund), each index does
not incur fees or expenses.
Neuberger
Japan Equity ETF
Neuberger
Japan Equity ETF (the “Fund”) has recently commenced operations and does not yet
have a full calendar year of performance. Neuberger Berman East Asia Limited
(“NBEAL”), an affiliate of Neuberger Berman Investment Advisers LLC, manages
other advisory accounts that have substantially similar investment objectives,
policies and investment strategies as the Fund and the table below provides
supplemental performance information for the Japan Equity All Cap Composite
which is a composite of such accounts (the “Composite”). The Composite
performance information does not represent the performance of the Fund. It is
provided to illustrate the past performance of NBEAL in managing the Composite.
In addition, the performance is shown against the MSCI Japan Index (Net) (the
“Index”). The Fund’s portfolio management team is the same team that is
responsible for managing the accounts that constitute the
Composite.
The
historical performance data for the Composite should not be considered a
substitute for the Fund’s performance, and should not be considered an
indication of the Fund’s future performance. As of December 31, 2024, the
Composite was comprised of 2 accounts with approximately $8.3 million in assets
under management. Since fees, commissions, and taxes may differ for the
Composite and the Fund, performance data for identical periods may differ. You
should not assume that the Fund will have the same performance as the Composite.
An investment in the Fund can lose value. The Composite includes accounts that
are not registered under the Investment Company Act of 1940 (the “1940 Act”),
and therefore are not subject to certain investment restrictions,
diversification requirements, and other regulatory requirements imposed by the
1940 Act or by the Internal Revenue Code of 1986. If those accounts had been
registered under the 1940 Act, the performance results might have been lower.
Although the Fund and the Composite have substantially similar investment
objectives, policies and investment strategies, differences in asset size and
cash flows may result in differences in security selection, relative weightings
or differences in the price paid for certain securities. As such, the
investments held by the Fund may not be identical to the investments held by the
Composite and the future performance of the Fund will differ from the
performance of the Composite.
The
Composite’s net performance information is calculated in accordance with Global
Investment Performance Standards (GIPS®), created and administered by the CFA
Institute. This method of calculating performance differs from the SEC’s
standardized methodology that will be used to calculate the Funds’ performance
and may result in an average annual total return that may be higher than that
derived from the SEC’s standardized methodology.
average
annual total % returns as of 12/31/2024
|
|
|
|
|
|
Since
Inception
of
Composite |
Composite
(net of fund fees) |
|
|
|
|
|
|
|
|
|
|
|
|
Composite returns are presented in U.S. dollars and include the reinvestment
of dividends and interest. The Fund’s return will be reduced by management fees.
Composite Net of Fee returns are the Gross of Fee returns reduced by total fees
and expenses of the Fund for its most recent fiscal year as presented in the fee
table included in this Prospectus. Periods greater than one year are annualized.
Actual expenses may vary among clients with the same investment
strategy.
The Index
is a free float-adjusted, market capitalization-weighted index that is designed
to measure the equity market performance of the large and mid-cap segments of
the Japanese market. Net total return indexes reinvest dividends after the
deduction of withholding taxes, using (for international indexes) a tax rate
applicable to non-resident institutional investors who do not benefit from
double taxation treaties.
The Index
results assume the reinvestment of dividends or interest paid on the securities
constituting the index. It is not possible to invest directly in the Index.
Unlike the accounts in the Composite (and the Fund), the Index does not incur
fees or expenses.
Neuberger
Quality Select ETF
Neuberger
Quality Select ETF (the “Fund”) has recently commenced operations and has no
performance history. Prior to joining Neuberger Berman Investment Advisers LLC
(“NBIA”) in 2022, Daniel P. Hanson, CFA, the Fund’s Portfolio Manager was
primarily
responsible for the management of other advisory accounts with similar
investment objectives, policies and investment strategies as the Fund, which he
continued to manage at NBIA, and the table below provides supplemental
performance information for the Neuberger Berman US Select Institutional
Composite which is a composite of such accounts (the “Composite”). The Composite
performance information does not represent the performance of the Fund. It is
provided to illustrate the past performance of the Fund’s Portfolio Manager in
managing the Composite. In addition, the performance is shown against the
S&P 500® Index.
The Fund’s Portfolio Manager is the same Portfolio Manager that is responsible
for managing the accounts that constitute the Composite.
The
historical performance data for the Composite should not be considered a
substitute for the Fund’s performance, and should not be considered an
indication of the Fund’s future performance. The Composite started in 2007 and
was comprised of one account with $0.1 million in market value as of December
31, 2007. Since that time, the number of accounts in the Composite has ranged
from one to four accounts and the market value of the accounts has ranged from
$0.1 million to $20.1 million. As of December 31, 2024, there were four accounts
in the Composite and the market value of the Composite was approximately $20.1
million. Since fees, commissions, and taxes may differ for the Composite and the
Fund, performance data for identical periods may differ. The Composite has been
constructed in compliance with the Global Investment Performance Standards
(GIPS®) standards.
You should
not assume that the Fund will have the same performance as the Composite. An
investment in the Fund can lose value. The Composite includes accounts that are
not registered under the Investment Company Act of 1940 (the “1940 Act”), and
therefore are not subject to certain investment restrictions, diversification
requirements, and other regulatory requirements imposed by the 1940 Act or by
the Internal Revenue Code of 1986. If those accounts had been registered under
the 1940 Act, the performance results might have been lower. Although the Fund
and the Composite have substantially similar investment objectives, policies and
investment strategies, differences in asset size and cash flows may result in
differences in security selection, relative weightings or differences in the
price paid for certain securities. As such, the investments held by the Fund may
not be identical to the investments held by the Composite and the future
performance of the Fund will differ from the performance of the
Composite.
The
Composite’s net performance information is calculated in accordance with GIPS®,
created and administered by the CFA Institute. This method of calculating
performance differs from the SEC’s standardized methodology that will be used to
calculate the Fund’s performance and may result in an average annual total
return that may be higher than that derived from the SEC’s standardized
methodology.
average
annual total % returns as of 12/31/2024
|
|
|
|
|
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|
|
Since
Inception
of
Composite |
Composite
(net of fund fees) |
|
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|
Composite returns are presented in U.S. dollars and include the reinvestment
of dividends and interest. The Fund’s return will be reduced by management fees.
Composite Net of Fee returns are the Gross of Fee returns reduced by estimated
total expenses of the Fund for its initial fiscal period as presented in the fee
table included in this Prospectus. Periods greater than one year are annualized.
Actual expenses may vary among clients with the same investment
strategy.
The
S&P 500® Index is
a float-adjusted, market capitalization-weighted index that focuses on the
large-cap segment of the U.S. equity market, and includes a significant portion
of the total value of the market.
The
results of the index assume the reinvestment of dividends or interest paid on
the securities constituting the index. It is not possible to invest directly in
any index. Unlike the accounts in the Composite (and the Fund), the index does
not incur fees or expenses.
Neuberger
Small-Mid Cap ETF
Neuberger
Small-Mid Cap ETF (the “Fund”) has recently commenced operations and does not
yet have a full calendar year of performance. Neuberger Berman Investment
Advisers LLC (“NBIA”) manages other advisory accounts that have substantially
similar investment objectives, policies and investment strategies as the Fund
and the table below provides supplemental performance information for the
Neuberger Berman Small Mid Cap Portfolio composite which is a composite of such
account (the “Composite”). The Composite performance information does not
represent the performance of the Fund. It is provided to
illustrate
the past performance of NBIA in managing the Composite against the Russell
2500TM Index and
the Russell 3000®
Index. The
Fund’s portfolio management team is the same team that is responsible for
managing accounts that constitute the Composite.
The
Composite started in 1994 and was comprised of 29 accounts with $801 million in
market value as of December 31, 1994. Since that time, the number of accounts in
the Composite has ranged from a single account to 431 accounts and the market
value of the accounts has ranged from $0.2 million to $1.7 billion. As of
December 31, 2021, there were 287 accounts in the Composite and the market value
of the Composite was approximately $138 million. As of December 31, 2024, the
Composite was comprised of 3 accounts with approximately $207 million in assets
under management. Thus, accounts move in and out of the Composite over time.
Since fees, commissions, and taxes may differ for the Composite and the Fund,
performance data for identical periods may differ. The Composite has been
constructed in compliance with the Global Investment Performance Standards
(GIPS®) standards, created and administered by the CFA
Institute.
The
historical performance data for the Composite should not be considered a
substitute for the Fund’s performance, and should not be considered an
indication of the Fund’s future performance. You should not assume that the Fund
will have the same performance as the Composite. An investment in the Fund can
lose value. The Composite includes accounts that are not registered under the
Investment Company Act of 1940 (the “1940 Act”), and therefore are not subject
to certain investment restrictions, diversification requirements, and other
regulatory requirements imposed by the 1940 Act or by the Internal Revenue Code
of 1986. If those accounts had been registered under the 1940 Act, the
performance results might have been lower. Although the Fund and the Composite
have substantially similar investment objectives, policies and investment
strategies, differences in asset size and cash flows may result in differences
in security selection, relative weightings or differences in the price paid for
certain securities. As such, the investments held by the Fund may not be
identical to the investments held by the Composite and the future performance of
the Fund will differ from the performance of the Composite.
The
Composite’s net performance information is calculated in accordance with GIPS®.
This method of calculating performance differs from the SEC’s standardized
methodology that will be used to calculate the Funds’ performance and may result
in an average annual total return that may be higher than that derived from the
SEC’s standardized methodology.
AVERAGE
ANNUAL TOTAL % RETURNS AS OF 12/31/2024
|
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|
Since
Inception
of
Composite |
Composite
(net of fund fees) |
|
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|
Composite returns are presented in U.S. dollars and include the reinvestment
of dividends and interest. The Fund’s return will be reduced by management fees.
Composite Net of Fee returns are the Gross of Fee returns reduced by total fees
and expenses of the Fund for its most recent fiscal year as presented in the fee
table included in this Prospectus. Periods greater than one year are annualized.
Actual expenses may vary among clients with the same investment
strategy.
The
Russell 3000® Index is a float-adjusted, market capitalization-weight index that
measures the performance of the 3,000 largest U.S. public companies based on
total market capitalization. The index is rebalanced annually in
June.
The
Russell 2500™ Index is a float-adjusted, market capitalization-weighted index
that measures the performance of the small to mid-cap segment of the U.S. equity
universe, commonly referred to as “smid” cap. It includes approximately 2,500 of
the smallest securities in the Russell 3000® Index. The index is rebalanced
annually in June.
The
returns of the indices assume the reinvestment of dividends or interest paid on
the securities constituting the index. It is not possible to invest directly in
any index. Unlike the accounts in the Composite (and the Fund), the indices do
not incur fees or expenses.
Neuberger
Small Value ETF
Neuberger
Small Value ETF (the “Fund”) has recently commenced operations and has no
performance history. Neuberger Berman Canada ULC (“NB Canada”), an affiliate of
Neuberger Berman Investment Advisers LLC manages other advisory accounts that
have substantially similar investment objectives, policies and investment
strategies as the Fund and the table below provides supplemental performance
information for the Neuberger Berman Integrated Small Cap Composite which is a
composite of such account (the “Composite”). The Composite performance
information does not represent the performance of the Fund. It
is
provided to illustrate the past performance of NB Canada in managing the
Composite. In addition, the performance is shown against the Russell
2000® Value
Index and the Russell 3000® Index.
The Fund’s portfolio management team is the same team that is responsible for
managing the account that constitutes the Composite.
The
historical performance data for the Composite should not be considered a
substitute for the Fund’s performance, and should not be considered an
indication of the Fund’s future performance. The Composite started in 2019 and
was comprised of one account with $2.0 million in market value as of December
31, 2019. Since that time, the number of accounts in the Composite has remained
the same and the market value of the account has ranged from $1.5 million to
$2.1 million. As of December 31, 2024, there was one account in the Composite
and the market value of the Composite was approximately $2.1 million. Since
fees, commissions, and taxes may differ for the Composite and the Fund,
performance data for identical periods may differ. The Composite has been
constructed in compliance with the Global Investment Performance Standards
(GIPS®) standards.
You should
not assume that the Fund will have the same performance as the Composite. An
investment in the Fund can lose value. The Composite includes an account that is
not registered under the Investment Company Act of 1940 (the “1940 Act”), and
therefore is not subject to certain investment restrictions, diversification
requirements, and other regulatory requirements imposed by the 1940 Act or by
the Internal Revenue Code of 1986. If the account had been registered under the
1940 Act, the performance results might have been lower. Although the Fund and
the Composite have substantially similar investment objectives, policies and
investment strategies, differences in asset size and cash flows may result in
differences in security selection, relative weightings or differences in the
price paid for certain securities. As such, the investments held by the Fund may
not be identical to the investments held by the Composite and the future
performance of the Fund will differ from the performance of the
Composite.
The
Composite’s net performance information is calculated in accordance with
GIPS®, created
and administered by the CFA Institute. This method of calculating performance
differs from the SEC’s standardized methodology that will be used to calculate
the Fund’s performance and may result in an average annual total return that may
be higher than that derived from the SEC’s standardized
methodology.
average
annual total % returns as of 12/31/2024
|
|
|
|
|
|
|
Since
Inception
of
Composite |
Composite
(net of fund fees) |
|
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|
|
|
Russell
2000®
Value Index |
|
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|
Composite returns are presented in U.S. dollars and include the reinvestment
of dividends and interest. The Fund’s return will be reduced by management fees.
Composite Net of Fee returns are the Gross of Fee returns reduced by estimated
total expenses of the Fund for its initial fiscal period as presented in the fee
table included in this Prospectus. Periods greater than one year are annualized.
Actual expenses may vary among clients with the same investment
strategy.
The
Russell 2000®
Value
Index is a float-adjusted market capitalization-weighted index that measures the
performance of the small-cap value segment of the U.S. equity market. It
includes those Russell 2000® Index
companies (or approximately the 2,000 smallest companies in the Russell
3000® Index)
with lower price-to-book ratios and lower forecasted growth rates. The index is
rebalanced annually in June. Effective after the market close on March 21, 2025,
FTSE Russell is implementing a capping methodology to all Russell U.S. Style
Indices including this one. Any individual company weights in the index greater
than 22.5% will be capped, and the sum of all individual companies that have an
index weight greater than 4.5% will be capped to a 45% aggregate weight in the
index. This will be applied quarterly going forward, but historical index
returns will not be restated.
The
Russell 3000® Index is
a float-adjusted market capitalization-weighted index that measures the
performance of the 3,000 largest U.S. public companies based on total market
capitalization. The index is rebalanced annually in June.
The
results of each index assume the reinvestment of dividends or interest paid on
the securities constituting the index. It is not possible to invest directly in
any index. Unlike the accounts in the Composite (and the Fund), each index does
not incur fees or expenses.
NEUBERGER
BERMAN ETF TRUST
If you
would like further details on these Funds, you can request a free copy of the
following documents:
Shareholder
Reports and Form N-CSR.
Additional information about each Fund’s investments is available in each Fund’s
annual and semi-annual reports to shareholders and in Form N-CSR. In each Fund’s
annual report, you will find each Fund’s performance data and a discussion by
the Portfolio Managers about strategies and market conditions that significantly
affected each Fund’s performance during the last fiscal year. In Form N-CSR, you
will find each Fund’s annual and semi-annual financial
statements.
Statement
of Additional Information (SAI). The SAI
contains more comprehensive information on each Fund, including: various types
of securities and practices, and their risks, investment limitations and
additional policies and information about the Fund’s management and business
structure. The SAI is hereby incorporated by reference into this prospectus,
making it legally part of the prospectus.
Investment
Manager: Neuberger
Berman Investment Advisers LLC
You can
obtain a shareholder report, SAI, and other information such as financial
statements from your financial intermediary, or from:
Neuberger
Berman Investment Advisers LLC
1290 Avenue of the Americas
New York, NY
10104
877-628-2583
Website: www.nb.com/ETF
Reports
and other information about the Funds are available on the EDGAR Database on the
SEC’s website at http://www.sec.gov, and copies of this information may be
obtained, after paying a duplicating fee, by electronic request at the following
e-mail address: [email protected].
Each
Fund’s current net asset value per share is made available at:
www.nb.com/ETF.
The “Neuberger
Berman” and “Neuberger” names and logos and “Neuberger Berman Investment
Advisers LLC” are registered service marks of Neuberger Berman Group LLC. The
individual Fund names in this prospectus are either service marks or registered
service marks of Neuberger Berman Investment Advisers LLC or Neuberger Berman
Group LLC. ©2026 Neuberger Berman BD LLC, distributor. All rights
reserved.
SEC File
Number: 811-23761
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