Q1.	What is this document and why did we send it to you?

A.

This document is a combined proxy statement for the Neuberger Berman Dividend Growth Fund (“Merging Fund”), a series of Neuberger Berman Equity Funds (the “Merging Trust”), and a prospectus for the Neuberger Berman Core Equity ETF (the “Acquiring ETF”), a series of Neuberger Berman ETF Trust (the “Acquiring Trust”).  This Proxy Statement/Prospectus contains information that Merging Fund shareholders should know before voting on the proposed reorganization of the Merging Fund into the Acquiring ETF. It should be retained for future reference.

Q2.	What is happening?

Q3.	How does the Board recommend that I vote?

Q4.	Why does the Board recommend I vote “FOR” the reorganization?

A.

Neuberger Berman Investment Advisers LLC (the “Adviser”) recommended to the Board that the Merging Fund be merged into the Acquiring ETF.  In determining whether to approve the Reorganization, the Board, including the Independent Trustees, with the advice and assistance of independent legal counsel, inquired into and considered a number of matters, including:  (1) the terms and conditions of the Reorganization; (2) the compatibility of the investment programs of the Merging Fund and the Acquiring ETF; (3) the expense ratios of each Fund on a comparative basis; (4) the historical performance record of the Merging Fund and the performance record of the Acquiring ETF; (5) the historical asset levels of the Merging Fund and its prospects for future growth; (6) the prospects for future growth of the Acquiring ETF with the additional assets of the Merging Fund; (7) the continuity of advisory and other services provided by the Reorganization; (8) that the Adviser will bear the costs of the Reorganization (excluding any brokerage costs); (9) the differences in the investment strategies between the Merging Fund and Acquiring ETF, including that the Merging Fund seeks current income; (10) the potential benefits of the ETF structure for Merging Fund shareholders; and (11) the non-recognition of any gain or loss for federal income tax purposes to the Merging Fund or its shareholders as a result of the Reorganization.  The Board did not assign specific weights to any or all of these factors, but it did consider all of them in determining, in its business judgment, to approve the Reorganization.

Q5.	What are the differences between the Merging Fund and Acquiring ETF?

A.

The Acquiring ETF has a similar investment strategy in that it also invests mainly in U.S. equity securities, but there are various differences between the investment objective, investment strategy, principal risks, and fundamental policies of the Merging Fund and Acquiring ETF.  For example, the Merging Fund seeks long term capital appreciation and current income while the Acquiring ETF seeks long-term growth of capital.  In addition, the Acquiring ETF operates as a non-diversified fund, while the Merging Fund operates as a diversified fund and the Funds do not have the same portfolio managers.

Q6.	What is the difference between a diversified fund and a non-diversified fund?

A.

The Investment Company Act of 1940 (“1940 Act”) requires a fund to classify itself as either a “diversified” or “non-diversified” fund and recite in its registration statement its classification. The Merging Fund is currently classified as a “diversified” fund under the 1940 Act. Diversified funds are limited in their ownership of securities of any single issuer. The Acquiring ETF is classified as a “non-diversified” fund under the 1940 Act.  Non-diversified funds are permitted to take larger positions in a smaller number of issuers, giving it increased flexibility to invest a greater percentage of a fund’s assets in fewer issuers or any one issuer.

Q7.	Will the Reorganization cause the Merging Fund’s portfolio to be repositioned?

A.

The Adviser of the Merging Fund has reviewed the Merging Fund’s current portfolio holdings and determined that those holdings generally are compatible with the Acquiring ETF’s investment objective and policies.  As a result, the Adviser believes that all or substantially all of the Merging Fund’s assets could be transferred to and held by the Acquiring ETF.   Nevertheless, in executing the Acquiring ETF’s investment strategy, the portfolio managers may determine to sell some or a substantial portion of the assets of the Merging Fund after the completion of its Reorganization.  The Adviser currently anticipates that, prior to or immediately after the Reorganization, approximately 78% of the Merging Fund’s securities will be sold or disposed as a part of a redemption in kind as a result of repositioning the securities of the Merging Fund in connection with the Reorganization. The anticipated level of repositioning is not due to any investment restrictions of the Acquiring ETF but rather to align with desired portfolio allocations for the Acquiring ETF. Since it is currently anticipated this repositioning would occur immediately after the Reorganization utilizing in kind transactions, it is currently anticipated that there will be minimal brokerage costs due to the repositioning and minimal to no capital gains distributions due to the repositioning.

Q8.	What does the change to the ETF structure mean for me?

A.

The Acquiring ETF is an ETF. If the Reorganization is approved, you will remain invested in a registered investment company, but it will be exchange traded, and you will own shares as you did before the Reorganization, but in the Acquiring ETF instead of the Merging Fund. The Acquiring ETF’s shares are listed for trading on NYSE Arca, Inc. You will no longer purchase or redeem individual shares directly from the Acquiring ETF. This is because the mechanism that underpins the creation and redemption of ETF shares is designed to align the market price of the ETF’s share with its net asset value (“NAV”). Only certain financial institutions are permitted to purchase and redeem Acquiring ETF shares at NAV.  These institutions are referred to as “Authorized Participants,” and they

Q9.	How will this Reorganization affect me as a shareholder?

A.

If approved, all assets and liabilities of the Merging Fund will be transferred to the Acquiring ETF. You, as a shareholder of the Merging Fund, will receive shares of the Acquiring ETF having an aggregate NAV equal to the aggregate NAV of the shares of the Merging Fund that you owned at the time of the Reorganization, minus any fraction of a share for which you will receive, or will have received, cash.  The redemption of your fraction of a share will likely be a taxable event.  Thus, you are encouraged to consult your tax advisor to determine the effect of any such redemption.

Q10.	Are the expenses higher or lower for the Acquiring ETF as compared to the Merging Fund?

A.

The Acquiring ETF has a lower management fee and has a lower total annual operating expense ratio/total net annual operating expense ratio than each class of the Merging Fund. In addition, the Adviser has entered into a contractual expense limitation (which runs through August 31, 2028) and management fee waiver (which runs through August 31, 2026) to further reduce expenses of the Acquiring ETF until at least the termination dates of each of those arrangements.  For more information, see “Summary –Fees and Expenses” later in this Proxy Statement/Prospectus.

Q11.	Will you have to pay any sales load, commission or other similar fee in connection with the Reorganization?

A.

No.  You will not pay any sales load, commission or other similar fee in connection with the Reorganization. The Merging Fund’s Class A shares are currently subject to a front-end sales charge. While the Merging Fund’s Class A shares charge a contingent deferred sales charge (“CDSC”) on certain redemptions made within 18 months following purchases of $1 million or more made without an initial sales charge, and its Class C shares eliminate its CDSC one year after purchase, if the Reorganization is approved, the Adviser will waive all such CDSCs effective as of the approval date of the Reorganization.

Q12.	Will the Reorganization result in any federal tax liability to me?

A.

The Reorganization is designed to be treated as a tax-free reorganization for federal income tax purposes. Thus, assuming that the parties comply with the terms of the Reorganization Agreement, the Merging Trust will receive an opinion of counsel, with respect to the Reorganization, that the transaction will be a tax-free reorganization. The realized and unrealized gains, losses and net income for the Merging Fund will carry over to the Acquiring ETF in the Reorganization and will continue to be distributed in a manner consistent with the Fund.

1.

Direct shareholders who do not transfer their Merging Fund shares to a brokerage account or exchange their Merging Fund shares for shares of other series of the Neuberger Berman fund family through September 24, 2025, will have their shares converted into shares of the Acquiring ETF and held by Equiniti, waiting for Direct Shareholders’ instructions, on the Closing Date of the Reorganization. However, if a Direct Shareholder holds Merging Fund shares through an IRA held directly with the Fund, and does not take action by September 24, 2025, Fund shares will be exchanged on the Closing Date of the Reorganization for shares of the State Street Institutional U.S. Government Money Market Fund with the same aggregate NAV as the Direct Shareholder’s shares of the Merging Fund.  Alternatively, financial intermediaries for shareholders who hold shares of the Merging Fund through an account with a financial intermediary that is not able to hold shares of the Acquiring ETF, like many group retirement plans, may transfer those investments in the Fund to a different investment option prior to the Reorganization.  Please consult with your financial intermediary for more information on the impact that the Reorganization will have on you and your investments.  Please consult your tax advisor for any tax consequences due to these transactions.

2.

As part of the Reorganization, shareholders will receive cash compensation for any fraction of a share that they hold. The redemption of any fraction of a share will likely be a taxable event for them.

3.

It is possible that the Merging Fund may incur some capital gain in connection with the Reorganization due to the fact that the Merging Fund may hold various instruments as of the Closing Date, which must be transferred to the Acquiring ETF in cash.  Thus, in the Reorganization, the Merging Fund may need to sell those instruments, which could result in a capital gain.  The Acquiring ETF will receive the proceeds of any such sales.  As a result, if there are capital gains that result in a distribution to shareholders, such a distribution will be a taxable event for most shareholders.

4.

Prior to the Reorganization, the Merging Fund may make a distribution of net realized capital and foreign currency gains, which would normally be made in December.  This distribution, if necessary, will be a taxable event for most shareholders.

Q13.	What will Happen if Shareholders do not Approve the Reorganization?

A.	If shareholders do not approve the Reorganization, you will remain shareholders of the Merging Fund and the Merging Trust’s Board may consider possible alternatives determined to be in the best interests of the Merging Fund and its shareholders, which may include liquidation of the Merging Fund.

Q14.	Who will pay for the Reorganization?

A.

The costs of the Reorganization will be borne by the Adviser, Neuberger Berman Investment Advisers LLC, whether or not the Reorganization is consummated, excluding any brokerage costs.  Any brokerage costs, including any brokerage costs related to repositioning the portfolio of the Merging Fund, will not be borne by the Adviser.

A.	Shareholders may vote via the Internet, by accessing the website address printed on the enclosed voting instruction card; on your mobile device, by downloading the ProxyVote App where you can scan the control number on your voting form to vote; or in person at the meeting.

A.	You can contact your financial advisor for further information. If you are a Neuberger Berman Private Wealth Management client, you may contact your advisor at 800-223-6448. You may also contact the Merging Fund at 800-877-9700. You may also visit our website at www.nb.com.

Registration	Valid Signature
Corporate Accounts
(1) ABC Corp........................................... (2) ABC Corp........................................... (3) ABC Corp.  c/o John Doe, Treasurer....................... (4) ABC Corp. Profit Sharing Plan...........	ABC Corp. John Doe, Treasurer   John Doe John Doe, Trustee
Trust Accounts (1) ABC Trust .......................................... (2) Jane B. Doe, Trustee u/t/d 12/28/78....	Jane B. Doe, Trustee Jane B. Doe
Custodian or Estate Accounts (1) John B. Smith, Cust. f/b/o  John B. Smith, Jr. UGMA ................... (2) John B. Smith .....................................	John B. Smith John B. Smith, Jr., Executor

Reorganization of the NEUBERGER BERMAN DIVIDEND GROWTH FUND, a series of Neuberger Berman Equity Funds

into the NEUBERGER BERMAN CORE EQUITY ETF, a series of Neuberger Berman ETF Trust

Merging Fund		Acquiring ETF
Neuberger Berman Dividend Growth Fund		Neuberger Berman Core Equity ETF

	Merging Fund (Institutional Class Shares)		Acquiring ETF	Acquiring ETF (Pro Forma)
Shareholder Fees (fees paid directly from your investment)		None	None	None
Annual Fund Operating Expenses (expenses that you pay each year as a % of the value of your investment)
Management fees:		0.65	0.39	0.39
Distribution and/or shareholder service (Rule 12b-1) fees		None	None	None
Other expenses		0.34	0.491	0.101
Total annual operating expenses		0.99	0.88	0.49
Fee waiver and/or expense reimbursement		0.29	0.58	0.19
Total annual operating expenses after fee waiver and/or expense reimbursement		0.702	0.303,4	0.303,4

	Merging Fund (Class A Shares)		Acquiring ETF	Acquiring ETF (Pro Forma)
Shareholder Fees (fees paid directly from your investment)
Maximum initial sales charge on purchases (as a % of offering price)		5.75	None	None
Maximum contingent deferred sales charge (as a % of the lower of original purchase price or current market value)1		None	None	None
Annual Fund Operating Expenses (expenses that you pay each year as a % of the value of your investment)
Management fees:		0.76	0.39	0.39
Distribution and/or shareholder service (Rule 12b-1) fees		0.25	None	None
Other expenses		0.40	0.492	0.102
Total annual operating expenses		1.41	0.88	0.49
Fee waiver and/or expense reimbursement		0.35	0.58	0.19
Total annual operating expenses after fee waiver and/or expense reimbursement		1.063	0.304,5	0.304,5

	Merging Fund (Class C Shares)		Acquiring ETF	Acquiring ETF (Pro Forma)
Shareholder Fees (fees paid directly from your investment)
Maximum initial sales charge on purchases (as a % of offering price)		None	None	None
Maximum contingent deferred sales charge (as a % of the lower of original purchase price or current market value)1		1.00	None	None
Annual Fund Operating Expenses (expenses that you pay each year as a % of the value of your investment)
Management fees:		0.76	0.39	0.39
Distribution and/or shareholder service (Rule 12b-1) fees		1.00	None	None
Other expenses		0.35	0.492	0.102
Total annual operating expenses		2.11	0.88	0.49
Fee waiver and/or expense reimbursement		0.30	0.58	0.19
Total annual operating expenses after fee waiver and/or expense reimbursement		1.813	0.304,5	0.304,5

	Merging Fund (Class R6 Shares)		Acquiring ETF	Acquiring ETF (Pro Forma)
Shareholder Fees (fees paid directly from your investment)		None	None	None
Annual Fund Operating Expenses (expenses that you pay each year as a % of the value of your investment)
Management fees:		0.55	0.39	0.39
Distribution and/or shareholder service (Rule 12b-1) fees		None	None	None
Other expenses		0.53	0.491	0.101
Total annual operating expenses		1.08	0.88	0.49
Fee waiver and/or expense reimbursement		0.48	0.58	0.19
Total annual operating expenses after fee waiver and/or expense reimbursement		0.602	0.303,4	0.303,4

	1 Year	3 Years	5 Years	10 Years
Merging Fund – Class A	$677	$893	$1,202	$2,078
Merging Fund – Class C (assuming redemption)	$284	$569	$1,047	$2,366
Merging Fund – Class C (assuming no redemption)	$184	$569	$1,047	$2,366
Merging Fund – Institutional Class	$72	$224	$458	$1,129
Merging Fund –Class R6	$61	$192	$448	$1,179
Acquiring ETF	$31	$118	$328	$934
Acquiring ETF (pro forma)	$31	$118	$236	$579

	Merging Fund	Acquiring ETF
Distribution	Shares may be purchased directly from the Merging Fund or through financial intermediaries, including platforms.	Individual shares may be purchased in the secondary market on an exchange, through a broker. New shares may only be purchased directly from the Acquiring ETF in large groups called “Creation Units” (25,000 or more shares) and only through certain investors, called “Authorized Participants.”
Purchase procedures	Shareholders open an account with the Merging Fund or otherwise purchase their shares through their financial intermediary.	Shareholders purchase or sell individual shares on the exchange, through a broker. Only Authorized Participants may purchase Creation Units of shares from the Acquiring Trust.

Exchange rights	Shares of the Merging Fund may be exchanged for the same Class shares of another series of the Merging Trust.	ETF shares have no exchange rights.
Redemption procedures	Shareholders may redeem shares directly from the Merging Fund at NAV at any time and will receive proceeds in cash.	Individual shareholders normally “exit” their investment in the Acquiring ETF by selling shares on the exchange, through a broker. Shares may only be redeemed by Authorized Participants in Creation Units and are redeemed either in cash, in-kind or a combination of in-kind and cash.

Merging Fund	Acquiring ETF
The Fund seeks long term capital appreciation and current income.	The Fund seeks long-term growth of capital

Merging Fund	Acquiring ETF
To pursue its goal, the Fund normally invests at least 80% of its net assets in equity securities that pay dividends. The Fund may invest in companies of any market capitalization.	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 use bottom-up, fundamental security analysis to identify companies that they believe have sustainable and growing dividends, and ideally seek to buy them when they appear temporarily out-of-favor or undervalued by the market. The price of the company’s securities in relation to its cash flow, earnings, dividends, book value and asset value, both historical and prospective, are key determinants in the security selection process. Emphasis is also placed on identifying companies undergoing changes that the Portfolio Managers believe will enhance shareholder value in the future, including changes in operations, management, capital allocation, strategies and product offerings.	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.

Although the Fund invests primarily in domestic securities, it may also invest in securities of foreign companies, including companies in emerging markets. The Fund mainly invests in common stocks but may invest up to 10% of its net assets in master limited partnerships (“MLPs”) and up to 10% of its net assets in convertible securities. The Fund may invest in convertible securities that are rated below investment grade (commonly known as “junk bonds”) or, if unrated, are determined by the Portfolio Managers to be of comparable quality.	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.
Not applicable.	As part of their fundamental investment analysis the Portfolio Managers consider Environmental, Social and Governance (ESG) 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 ESG factors, alongside traditional financial metrics, may enhance the Fund’s overall investment process. The consideration of ESG factors does not apply to certain instruments, such as certain derivative instruments, other registered investment companies, cash and cash equivalents. The consideration of ESG 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, when other opportunities appear more attractive or when the Portfolio Managers believe the holding has grown too large relative to the rest of the portfolio.	The Portfolio Managers may sell securities when they believe that they no longer represent attractive investment opportunities.
The Fund may also invest in real estate investment trusts (“REITs”).	Not applicable.
The Fund will not change its strategy of normally investing at least 80% of its net assets in equity securities that pay dividends, 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.	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 Risks	Merging Fund:	Acquiring ETF:
General. 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 [Acquiring ETF only: and ESG 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.	✔	✔

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.	✔	No Comparable 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 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 developments in the U.S. or abroad.	✔	No Comparable Risk
Depositary Receipts Risk. Depositary receipts are certificates issued by a financial institution evidencing ownership of underlying foreign securities. Depositary receipts involve many of the same risks of investing directly in the underlying foreign 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.	No Comparable Risk	✔
Dividend Risk. 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 may negatively impact the Fund. 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. During a broad market advance, securities that pay dividends may not appreciate as much as securities that do not pay dividends.	✔	No Comparable Risk

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.

No Comparable Risk

✔

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. [Acquiring ETF only: 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.	No Comparable Risk	✔
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.	✔	No Comparable Risk
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.	✔	✔

Master Limited Partnership Risk. Investing in MLPs involves certain risks related to investing in the underlying assets of the MLPs and risks associated with pooled investment vehicles. MLPs holding credit-related investments are subject to interest rate risk and the risk of default on payment obligations by debt issuers. MLPs that concentrate in a particular industry or a particular geographic region are subject to risks associated with such industry or region. Investments held by MLPs may be relatively illiquid, limiting the MLPs’ ability to vary their portfolios promptly in response to changes in economic or other conditions. MLPs may have limited financial resources, their securities may trade infrequently and in limited volume, and they may be subject to more abrupt or erratic price movements than securities of larger or more broadly based companies, and may be difficult to value. Distributions from an MLP may consist in part of a return of the amount originally invested, which would not be taxable to the extent the distributions do not exceed the investor’s adjusted basis in its MLP interest. These reductions in the Fund’s adjusted tax basis in the MLP securities will increase the amount of gain (or decrease the amount of loss) recognized by the Fund on a subsequent sale of the securities.   Effective for taxable years beginning after December 31, 2017 and before January 1, 2026, the Internal Revenue Code of 1986, as amended (the “Code”), generally allows individuals and certain other non-corporate entities, such as partnerships, a deduction for 20% of “qualified publicly traded partnership income” such as income from MLPs. However, the Code does not include any provision for a regulated investment company to pass the character of its qualified publicly traded partnership income through to its shareholders. As a result, although the Treasury Department has announced that it is considering adopting regulations to provide a pass-through, an investor who invests directly in MLPs will be able to receive the benefit of that deduction, while a shareholder in the Fund currently will not.	✔	No Comparable Risk
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.	No Comparable Risk	✔
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.	No Comparable Risk	✔

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.	No Comparable Risk	✔
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 agreements, risks associated with the trade 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 and commodity and currency prices 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.   Although interest rates were unusually low in recent years in the U.S. and abroad, in 2022, the Federal Reserve and certain foreign central banks raised interest rates as part of their efforts to address rising inflation. The Federal Reserve and certain foreign central banks recently began 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 proposed and adopted a number of changes to regulations involving the markets and issuers, some of which apply to the Fund. The full effect of various newly adopted regulations is not currently known. Additionally, it is not currently known whether any of the proposed regulations will be adopted. However, due to the scope of regulations being proposed and adopted, certain of these 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.   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, 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.
Redemption Risk. The Fund may experience periods of large or frequent redemptions that could cause the Fund to sell assets at inopportune times, which could have a negative impact on the Fund’s overall liquidity, or at a loss or depressed value. Redemption risk is greater to the extent that one or more investors or intermediaries control a large percentage of investments in the Fund and the risk is heightened during periods of declining or illiquid markets. Large redemptions could hurt the Fund’s performance, increase transaction costs, and create adverse tax consequences.	✔	No Comparable Risk

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.

No Comparable Risk

✔

Principal Risks	Merging Fund	Acquiring ETF
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.	No Comparable Risk	✔
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.	No Comparable Risk	✔

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.	No Comparable Risk	✔
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.	No Comparable Risk	✔

Principal Risks	Merging Fund:	Acquiring ETF:
Risk of Increase in Expenses. A decline in the Fund’s average net assets during the current fiscal year due to market volatility or other factors could cause the Fund’s expenses for the current fiscal year to be higher than the expense information presented in “Fees and Expenses.”	✔	No Comparable Risk

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. 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. 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.	✔	✔

Fundamental Investment Policies	Merging Fund:	Acquiring ETF:
Borrowing. The Fund may not borrow money except as permitted by (i) the 1940 Act or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority.	✔	✔
Commodities. The Fund may purchase or sell commodities or contracts related to commodities to the extent permitted by (i) the 1940 Act or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority.	✔	✔
Diversification. No Fund may, with respect to 75% of the value of its total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities (“U.S. Government and Agency Securities”), or securities issued by other investment companies) if, as a result, (i) more than 5% of the value of the Fund’s total assets would be invested in the securities of that issuer or (ii) the Fund would hold more than 10% of the outstanding voting securities of that issuer.	✔	No Comparable Fundamental Policy
Industry Concentration. The Fund may not make any investment if, as a result, the Fund’s investments will be concentrated in any one industry except as permitted by (i) the 1940 Act or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority.  This limitation does not apply to U.S. Government and Agency Securities, securities of other investment companies, and state, territorial or municipal securities or such other securities as may be excluded for this purpose under the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief or SEC or SEC staff interpretations.	✔	✔
Lending. The Fund may lend money or other assets to the extent permitted by (i) the 1940 Act or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority.	✔	✔

Real Estate.  The Fund may not purchase or sell real estate except as permitted by (i) the 1940 Act or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority.	✔	✔
Senior Securities. The Fund may not issue senior securities except as permitted by (i) the 1940 Act or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority.	✔	✔
Underwriting. The Fund may not engage in the business of underwriting the securities of other issuers except as permitted by (i) the 1940 Act or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority.	✔	✔

Merging Fund		1 Year		5 Years		Since Inception (12/15/2015)
Institutional Class Return Before Taxes		12.71		11.47		11.71
Institutional Class Return After Taxes on Distributions		12.02		10.72		10.96
Institutional Class Return After Taxes on Distributions and Sale of Fund Shares		8.04		9.05		9.50
Class A Return Before Taxes		5.82		9.76		10.58
Class C Return Before Taxes		10.43		10.23		10.46
S&P 500® Index (reflects no deduction for fees, expenses or taxes)		25.02		14.53		14.54

Merging Fund		1 Year		5 Years		Since Inception (12/15/2015)
Class R6 Return Before Taxes		12.79		11.59		11.80
Class R6 Return After Taxes on Distributions		12.08		10.82		11.03
Class R6 Return After Taxes on Distributions and Sale of Fund Shares		8.10		9.15		9.58
S&P 500® Index (reflects no deduction for fees, expenses or taxes)		25.02		14.53		14.54

Portfolio Managers

William D. Hunter (Managing Director of NBIA)

Shawn Trudeau (Managing Director of NBIA)

Portfolio Managers

Timothy Creedon (Managing Director of NBIA)

David Levine (Managing Director of NBIA)

Jacob Gamerman (Managing Director of NBIA)

Role	Service Provider
Administrator	Neuberger Berman Investment Advisers LLC, 1290 Avenue of the Americas, New York, NY 10104
Fund Accounting Agent	State Street Bank and Trust Company, State Street Financial Center, 1 Lincoln Street, Boston, Massachusetts 02111

Transfer Agent	Merging Fund: SS&C GIDS, Inc., (“SS&C”), 2000 Crown Colony Dr., Quincy, MA 02169 Acquiring ETF: State Street Bank and Trust Company, State Street Financial Center, 1 Lincoln Street, Boston, Massachusetts 02111 Equiniti Trust Company, LLC, 6201 15th Avenue, Brooklyn, NY 11219, will serve as stock transfer agent for the Acquiring ETF.
Custodian	State Street Bank and Trust Company, 1 Lincoln Street, Boston, Massachusetts 02111
Distributor	Neuberger Berman BD LLC, located at 1290 Avenue of the Americas, New York, NY 10104
Independent Registered Public Accounting Firm	Ernst & Young LLP, 200 Clarendon Street, Boston, MA 02116

	Merging Fund
	Class(1)				Acquiring ETF	Pro Forma—Acquiring ETF after Reorganization (estimated)
	A	C	Institutional	Class R6
Net assets	$1,792,572	$855,565	$91,076,842	$10,036	$ 252,100,915	$345,835,930(2)(3)
Total shares outstanding	88,056	42,532	4,484,945	493	10,150,001	13,923,927(2)
Net asset value per share ^	$20.36	$20.12	$20.31	$20.33	$24.8375	$24.8375

	Portfolio Turnover Rate
Merging Fund	18%

	Portfolio Turnover Rate
Acquiring ETF	5%

Class	Name and Address	Percentage of Shares Held
Class A	PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ  07399-0002	17.87%
	LPL FINANCIAL OMNIBUS CUSTOMER ACCOUNT ATTN MUTUAL FUND TRADING 4707 EXECUTIVE DR SAN DIEGO CA  92121-3091	14.66%
	BARBARA LANE 7 BRIDGETOWN RD HILTON HEAD SC  29928-3332	6.73%
	UMB BANK NA CUST SEP IRA FBO JOHN E MCVAY 6331 FAIRFAX AVE LINCOLN NE  68505-1678	6.56%
	MARTHA CLARK GOSS TTEE MARTHA CLARK GOSS 401(K) FBO MARTHA CLARK GOSS 122 TIMBER RIDGE RD NEWTOWN PA  18940-2806	5.74%

Class C	LPL FINANCIAL OMNIBUS CUSTOMER ACCOUNT ATTN MUTUAL FUND TRADING 4707 EXECUTIVE DR SAN DIEGO CA  92121-3091	76.85%
	NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY NJ  07310-1995	13.05%
	PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ  07399-0002	8.74%
Institutional Class	NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 499 WASHINGTON BLVD FL 4 JERSEY CITY NJ  07310-2010	97.74%
Class R6	NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY NJ  07310-1995	100%

Name and Address	Percentage of Shares Held
NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 499 WASHINGTON BLVD FL 4 JERSEY CITY NJ  07310-2010	95.18%

Name and Address	Percentage of Shares Held
NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ  07310-1995	96.71%

	By order of the Board of Trustees,
	Claudia A. Brandon
	Secretary of the Trust

prospectus or statement of additional information of the Acquiring ETF, which are and shall be consistent with the policies currently in effect for the Merging Fund, or such other valuation procedures as shall be mutually agreed upon by the parties hereto. condition, the conduct of the Acquiring ETF’s business or the ability of the Acquiring ETF to carry out the transactions contemplated by this Agreement.  The Acquiring Trust knows of no facts which might form the basis for the institution of such proceedings, and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects the Acquiring ETF’s business or the Acquiring ETF’s ability to consummate the transactions contemplated herein.

	NEUBERGER BERMAN EQUITY FUNDS, on behalf of its series, Neuberger Berman Dividend Growth Fund
	By: ___________________________
	Name:
	Title:
	NEUBERGER BERMAN ETF TRUST, on behalf of its series, Neuberger Berman Core Equity ETF
	By:  ___________________________
	Name:
	Title:

YEAR ENDED AUGUST 31,		2020				2021				2022				2023				2024			Period ended February 28, 2025(5)
PER-SHARE DATA ($)
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			12.81				14.76				19.68				17.13				18.56			21.74
Plus:
Income from investment operations
Net investment income (loss)(3)			0.16				0.10				0.15				0.15				0.13			0.05
Net gains (losses) — realized and unrealized			1.93				4.99				(2.10	)			1.92				3.52			0.66
Subtotal: income (loss) from investment operations			2.09				5.09				(1.95	)			2.07				3.65			0.71
Minus:
Distributions to shareholders
Income dividends			0.14				0.17				0.07				0.19				0.14			(0.12)
Capital gain distributions			—				—				0.53				0.45				0.33			(0.37)
Subtotal: distributions to shareholders			0.14				0.17				0.60				0.64				0.47			(0.49)
Equals:
Share price (NAV) at end of year			14.76				19.68				17.13				18.56				21.74			21.96
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 expenses — actual			1.05				1.06				1.05				1.05				1.05			1.05**
Gross expenses(1)			1.62				1.59				1.48				1.45				1.40			1.39**
Net investment income (loss) — actual			1.19				0.60				0.79				0.87				0.68			0.50**
OTHER DATA
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.
Total return (%)(2)(4)			16.41				34.73				(10.28	)			12.51				20.04			3.29*
Net assets at end of year (in millions of dollars)			1.5				1.4				1.6				1.8				2.2			2.1
Portfolio turnover rate (%)			39				32				21				18				18			7*

(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 the fiscal period.
(4)	Does not include the effect of sales charges.
(5)	Reflects unaudited figures.
*	Not Annualized
**	Annualized

YEAR ENDED AUGUST 31,			2020				2021				2022				2023				2024					Period ended February 28, 2025(5)
PER-SHARE DATA ($)
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				12.70				14.65				19.52				16.92				18.34				21.47
Plus:
Income from investment operations
Net investment income (loss)(3)				0.06				(0.03	)			(0.00)				0.02				(0.01		)		(0.03)
Net gains (losses) — realized and unrealized				1.92				4.95				(2.07	)			1.91				3.48				0.65
Subtotal: income (loss) from investment operations				1.98				4.92				(2.07	)			1.93				3.47				0.62
Minus:
Distributions to shareholders
Income dividends				0.03				0.05				—				0.06				0.01				--
Capital gain distributions				—				—				0.53				0.45				0.33				(0.37)
Subtotal: distributions to shareholders				0.03				0.05				0.53				0.51				0.34				(0.37)
Equals:
Share price (NAV) at end of year				14.65				19.52				16.92				18.34				21.47				21.72
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 expenses — actual				1.80				1.81				1.80				1.80				1.80				1.80**
Gross expenses(1)				2.28				2.25				2.16				2.14				2.11				2.08**
Net investment income (loss) — actual				0.44				(0.16	)			(0.02	)			0.11				(0.07		)		(0.25)**
OTHER DATA
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.
Total return (%)(2)(4)				15.63				33.69				(10.96	)			11.68				19.15				2.89*
Net assets at end of year (in millions of dollars)				2.5				1.3				0.9				1.1				1.0				1.0
Portfolio turnover rate (%)				39				32				21				18				18				7*
(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 the fiscal period.
(4)	Does not include the effect of sales charges.
(5)	Reflects unaudited figures.
*	Not Annualized
**	Annualized

YEAR ENDED AUGUST 31,			2020				2021				2022				2023				2024			Period ended February 28, 2025(4)
PER-SHARE DATA ($)
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 period				12.81				14.76				19.68				17.10				18.53		21.71
Plus:
Income from investment operations
Net investment income (loss)(3)				0.21				0.17				0.21				0.21				0.20		0.09
Net gains (losses) — realized and unrealized				1.94				4.97				(2.09	)			1.92				3.52		0.66
Subtotal: income (loss) from investment operations				2.15				5.14				(1.88	)			2.13				3.72		0.75
Minus:
Distributions to shareholders
Income dividends				0.20				0.22				0.17				0.25				0.21		(0.19)
Capital gain distributions				—				—				0.53				0.45				0.33		(0.37)
Subtotal: distributions to shareholders				0.20				0.22				0.70				0.70				0.54		(0.56)
Equals:
Share price (NAV) at end of year				14.76				19.68				17.10				18.53				21.71		21.90
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 expenses — actual				0.69				0.70				0.69				0.69				0.69		0.69**
Gross expenses(1)				1.17				1.12				1.04				1.02				0.98		0.96**
Net investment income (loss) — actual				1.57				0.96				1.13				1.22				1.04		0.87**
OTHER DATA
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.
Total return (%)(2)				16.91				35.18				(9.99	)			12.89				20.48		3.52*
Net assets at end of year (in millions of dollars)				49.3				68.3				67.8				82.4				101.6		98.5
Portfolio turnover rate (%)				39				32				21				18				18		7*
(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 the fiscal period.
(4)	Reflects unaudited figures.
*	Not Annualized
**	Annualized