(b) Not applicable
Item
2. Code of Ethics.
(a) The registrant has adopted
a code of ethics that applies to the registrant’s principal executive officer,
principal financial officer, principal accounting officer or controller, or
persons performing similar functions, regardless of whether these individuals
are employed by the registrant or a third party. A copy of the registrant’s
Code of Business Ethics has been posted on the Nomura ETF Trust Internet Web
site at https://global.nomuraassetmanagement.com/about/business-ethics.
Any amendments to the Code of Business Ethics, and information on any waiver
from its provisions granted by the registrant, will also be posted on this Web
site within five business days of such amendment or waiver and will remain on
the Web site for at least 12 months.
Item 3. Audit Committee Financial Expert.
The registrant’s Board of Trustees has
determined that certain members of the registrant’s Audit Committee are audit
committee financial experts, as defined below. For purposes of this item, an
“audit committee financial expert” is a person who has the following
attributes:
a. An understanding of generally
accepted accounting principles and financial statements;
b. The ability to assess the
general application of such principles in connection with the accounting for
estimates, accruals, and reserves;
c. Experience preparing, auditing,
analyzing, or evaluating financial statements that present a breadth and level
of complexity of accounting issues that are generally comparable to the breadth
and complexity of issues that can reasonably be expected to be raised by the
registrant’s financial statements, or experience actively supervising one or
more persons engaged in such activities;
d. An understanding of internal
controls and procedures for financial reporting; and
e. An understanding of audit
committee functions.
An “audit committee financial expert” shall have
acquired such attributes through:
a. Education and experience as a
principal financial officer, principal accounting officer, controller, public
accountant, or auditor or experience in one or more positions that involve the
performance of similar functions;
b. Experience actively supervising
a principal financial officer, principal accounting officer, controller, public
accountant, auditor, or person performing similar functions;
c. Experience overseeing or
assessing the performance of companies or public accountants with respect to
the preparation, auditing, or evaluation of financial statements; or
d. Other relevant experience.
The registrant’s Board of Trustees has
also determined that each member of the registrant’s Audit Committee is
independent. In order to be “independent” for purposes of this item, the Audit
Committee member may not, other than in his or her capacity as a member of the
Board of Trustees or any committee thereof, (i) accept directly or indirectly
any consulting, advisory or other compensatory fee from the issuer; or (ii) be
an “interested person” of the registrant as defined in Section 2(a)(19) of the
Investment Company Act of 1940.
The names of the audit committee financial
experts on the registrant’s Audit Committee are set forth below:
Brian A. Swain, Chair
Item
4. Principal Accountant Fees and Services.
Audit
Fees
(a) The aggregate fees billed for each of the last two
fiscal years for professional services rendered by the principal accountant for
the audit of the registrant's annual financial statements or services that are
normally provided by the accountant in connection with statutory and regulatory
filings or engagements for those fiscal years are $337,342 for 2026 and $181,000
for 2025.
Audit-Related
Fees
(b) The
aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountant that are reasonably related to the
performance of the audit of the registrant's financial statements and are not
reported under paragraph (a) of this Item are $1,686,500 for 2026 and $1,374,878
for 2025. These audit-related services were as
follows: year end audit procedures; group reporting and subsidiary statutory
audits.
Tax
Fees
(c) The
aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice,
and tax planning are $0 for 2026 and $0 for 2025.
All
Other Fees
(d) The aggregate fees billed in each of the last two
fiscal years for products and services provided by the principal accountant,
other than the services reported in paragraphs (a) through (c) of this Item are
$0 for 2026 and $0 for 2025.
(e)(1) The registrant’s Audit Committee has established pre-approval
policies and procedures as permitted by Rule 2-01(c)(7)(i)(B) of Regulation S-X
(the “Pre-Approval Policy”) with respect to services provided by the
registrant’s independent auditors. Pursuant to the Pre-Approval Policy, the
Audit Committee has pre-approved the services set forth in the table below with
respect to the registrant up to the specified fee limits.
|
Service
|
Range of Fees
|
|
Audit Services
|
|
|
Statutory audits or financial audits for
new Funds
|
up to $50,000 per Fund
|
|
Services associated with SEC
registration statements (e.g., Form N-1A, Form N-14, etc.), periodic reports
and other documents filed with the SEC or other documents issued in
connection with securities offerings (e.g., comfort letters for closed-end
Fund offerings, consents), and assistance in responding to SEC comment
letters
|
up to $10,000 per Fund
|
|
Consultations by Fund management as to
the accounting or disclosure treatment of transactions or events and/or the
actual or potential impact of final or proposed rules, standards or
interpretations by the SEC, FASB, or other regulatory or standard-setting
bodies (Note: Under SEC rules, some consultations may be considered
“audit-related services” rather than “audit services”)
|
up to $25,000 in the aggregate
|
|
Audit-Related Services
|
|
|
Consultations by Fund management as to
the accounting or disclosure treatment of transactions or events and /or the
actual or potential impact of final or proposed rules, standards or
interpretations by the SEC, FASB, or other regulatory or standard-setting
bodies (Note: Under SEC rules, some consultations may be considered “audit
services” rather than “audit-related services”)
|
up to $25,000 in the aggregate
|
|
Tax Services
|
|
|
U.S. federal, state and local and
international tax planning and advice (e.g., consulting on statutory,
regulatory or administrative developments, evaluation of Funds’ tax
compliance function, etc.)
|
up to $25,000 in the aggregate
|
|
U.S. federal, state and local tax
compliance (e.g., excise distribution reviews, etc.)
|
up to $5,000 per Fund
|
|
Review of federal, state, local and
international income, franchise and other tax returns
|
up to $5,000 per Fund
|
Fs
Under the Pre-Approval Policy, the Audit
Committee has also pre-approved the services set forth in the table below with
respect to the registrant’s investment adviser and other entities controlling,
controlled by or under common control with the investment adviser that provide
ongoing services to the registrant (the “Control Affiliates”) up to the
specified fee limit. This fee limit is based on aggregate fees to the
investment adviser and its Control Affiliates.
|
Service
|
Range of
Fees
|
|
Non-Audit Services
|
|
|
Services associated with periodic
reports and other documents filed with the SEC and assistance in responding
to SEC comment letters
|
up to $10,000 in the aggregate
|
The Pre-Approval Policy requires the
registrant’s independent auditors to report to the Audit Committee at each of
its regular meetings regarding all services initiated since the last such
report was rendered, including those services authorized by the Pre-Approval
Policy.
(e)(2) The percentage of
services described in each of paragraphs (b) through (d) of this Item that were
approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01
of Regulation S-X are as follows:
(b) 0%
(c) 0%
(d) 0%
(f) Not applicable.
(g) The aggregate non-audit fees billed by the
registrant's accountant for services rendered to the registrant, and rendered
to the registrant's investment adviser (not including any sub-adviser whose
role is primarily portfolio management and is subcontracted with or overseen by
another investment adviser), and any entity controlling, controlled by, or
under common control with the adviser that provides ongoing services to the
registrant for each of the last two fiscal years of the registrant was $2,194,368
for 2026 and $16,391,075 for 2025.
(h) The audit committee of the registrant’s board of
trustees has considered whether the provision of non-audit services that
were rendered to the registrant's investment adviser (not including any
sub-adviser whose role is primarily portfolio management and is subcontracted
with or overseen by another investment adviser), and any entity controlling,
controlled by, or under common control with the investment adviser that
provides ongoing services to the registrant that were not pre-approved pursuant
to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with
maintaining the principal accountant's independence.
(i) Not applicable.
(j) Not applicable.
Item 5. Audit Committee of
Listed Registrants.
The
independent board members are acting as the registrant's audit committee as
specified in Section 3(a)(58)(B) of the Securities Exchange Act of 1934. The
Audit Committee consists of the following Board members: Brian A. Swain and Ann
D. Borowiec.
Item
6. Investments.
(a) Schedule of Investments in securities of unaffiliated
issuers as of the close of the reporting period is included as part of the Financial
Statements filed under Item 7 of this form.
(b) Not applicable.
Item 7. Financial
Statements and Financial Highlights for Open-End Management Investment
Companies.
(a) An open-end
management investment company registered on Form N-1A [17 CFR 239.15A and 17
CFR 274.11A] must file its most recent annual or semi-annual financial
statements required, and for the periods specified, by Regulation S-X.
The
annual financial statements are attached herewith.
(b) An open-end management investment company registered on Form N-1A
[17 CFR 239.15A and 17 CFR 274.11A] must file the information required by Item
13 of Form N-1A.
The
Financial Highlights are attached herewith.
Item 8. Changes in and
Disagreements with Accountants for Open-End Management Investment Companies.
Change in Independent Registered Public Accounting
Firm
At a meeting held on April 15, 2026, the Board of
Trustees (Board), upon recommendation of the Audit Committee, approved the
dismissal of PricewaterhouseCoopers LLP (PwC) upon completion of services
currently being performed by PwC related to the audit of the Nomura Energy
Transition ETF (formerly, Macquarie Energy Transition ETF), Nomura Focused
Emerging Markets Equity ETF (formerly, Macquarie Focused Emerging Markets
Equity ETF), Nomura Focused International Core ETF (formerly, Macquarie Focused
International Core ETF), Nomura Focused Large Growth ETF (formerly, Macquarie
Focused Large Growth ETF), Nomura Global Listed Infrastructure ETF (formerly,
Macquarie Global Listed Infrastructure ETF), Nomura National High-Yield
Municipal Bond ETF (formerly, Macquarie National High-Yield Municipal Bond ETF),
Nomura Tax-Free USA ETF, Nomura Tax-Free USA Short Term ETF (formerly,
Macquarie Tax-Free USA Short Term ETF), and Nomura Transformational
Technologies ETF, (the "Funds") s’ March 31, 2026 financial
statements, and approved the appointment of Ernst & Young LLP (E&Y) to
serve as the independent registered public accounting firm for the Funds,
beginning with the fiscal year ending March 31, 2027. PwC’s dismissal was not
effective until the issuance of the March 31, 2026 financial statements on May
29, 2026.
For Nomura Energy Transition ETF, PwC’s reports on the
financial statements for the fiscal years ended March 31, 2025 and March 31,
2026 did not contain any adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope, or accounting
principles.
For Nomura Focused Emerging Markets Equity ETF, PwC’s
reports on the financial statements for the period September 4, 2024
(commencement of operations) through March 31, 2025 and the fiscal year ended
March 31, 2026 did not contain any adverse opinion or disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope, or
accounting principles.
For Nomura Focused International Core ETF, PwC’s
report on the financial statements for the period June 17, 2025 (commencement
of operations) through March 31, 2026 did not contain any adverse opinion or
disclaimer of opinion, nor was it qualified or modified as to uncertainty,
audit scope, or accounting principles.
For Nomura Focused Large Growth ETF, PwC’s reports on
the financial statements for the period May 14, 2024 (commencement of
operations) through March 31, 2025 and the fiscal year ended March 31, 2026 did
not contain any adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope, or accounting principles.
For Nomura Global Listed Infrastructure ETF, PwC’s
reports on the financial statements for the fiscal years ended March 31, 2025
and March 31, 2026 did not contain any adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope, or
accounting principles.
For Nomura National High-Yield Municipal Bond ETF, PwC’s
reports on the financial statements for the period March 5, 2025 (commencement
of operations) through March 31, 2025 and the fiscal year ended March 31, 2026
did not contain any adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope, or accounting principles.
For Nomura Tax-Free USA ETF, PwC’s report on the
financial statements for the period January 12, 2026 (commencement of
operations) through March 31, 2026 did not contain any adverse opinion or
disclaimer of opinion, nor was it qualified or modified as to uncertainty,
audit scope, or accounting principles.
For Nomura Tax-Free USA Short Term ETF, PwC’s reports
on the financial statements for the fiscal years ended March 31, 2025 and March
31, 2026 did not contain any adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope, or accounting
principles.
For Nomura Transformational Technologies ETF, PwC’s
report on the financial statements for the period January 12, 2026
(commencement of operations) through March 31, 2026 did not contain any adverse
opinion or disclaimer of opinion, nor was it qualified or modified as to
uncertainty, audit scope, or accounting principles.
In addition, for the periods recited above and during
the subsequent interim period through May 29, 2026, (i) there were no
disagreements between the Funds and PwC on accounting principles, financial
statement disclosures or audit scope, which, if not resolved to the
satisfaction of PwC, would have caused them to make reference to the
disagreement in their reports; and (ii) there were no reportable events described
in Item 304(a) (1) (v) of Regulation S-K under the Securities Exchange Act of
1934, as amended. During the periods recited above and during the subsequent
interim period through May 29, 2026, neither the Board nor anyone on its behalf
has consulted with E&Y at any time prior to their selection with respect to
(i) the application of accounting principles to a specified transaction, either
completed or proposed or the type of audit opinions that might be rendered on
the Funds’ financial statements; or (ii) the subject of a disagreement (as
defined in paragraph (a) (1) (iv) of Item 304 of Regulation S-K) or reportable
events (as described in paragraph (a) (1) (v) of said Item 304).
The Funds have provided PwC with a copy of this Form
N-CSR and requested that PwC furnish the Funds with a letter stating whether or
not it agrees with the statements made herein. A copy of PwC’s letter, dated
June 8, 2026, is attached as Exhibit 99 to this N-CSR.
Item 9. Proxy Disclosures for Open-End Management
Investment Companies.
Not applicable.
Item 10. Remuneration Paid to Directors, Officers, and
Others of Open-End Management Investment Companies.
This information is included as part of
materials filed under Item 7 of this form.
Item 11. Statement Regarding Basis for Approval of
Investment Advisory Contract.
This information is included as part of
materials filed under Item 7 of this form.
Item
12. Disclosure of Proxy Voting Policies and Procedures for Closed-End
Management Investment Companies.
Not applicable.
Item
13. Portfolio Managers of Closed-End Management Investment Companies.
Not
applicable.
Item 14.
Purchases of Equity Securities by Closed-End Management Investment Company and
Affiliated Purchasers.
Not
applicable.
Item
15. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures
by which shareholders may recommend nominees to the registrant’s board of
trustees, where those changes were implemented after the registrant last
provided disclosure in response to the requirements of Item 407(c)(2)(iv) of
Regulation S‑K (17 CFR 229.407) (as required by Item 22(b)(15) of
Schedule 14A (17 CFR 240.14a-101)), or this Item.
Item
16. Controls and Procedures.
(a) The registrant’s principal executive officer and principal
financial officers, or persons performing similar functions, have concluded
that the registrant’s disclosure controls and procedures (as defined in Rule
30a-3(c) under the Investment Company Act of 1940, as amended (17 CFR
270.30a-3(c))) are effective, as of a date within 90 days of the filing of this
report, based on their evaluation of these controls and procedures required by
Rule 30a-3(b) under the Investment Company Act of 1940 (17 CFR 270.30a-3(b))
and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as
amended (17 CFR 240.13a-15(b) or 240.15d-15(b)) and provide reasonable
assurance that the information required to be disclosed by the registrant in
its reports or statements filed under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the Securities and Exchange Commission.
(b) There were no significant changes in the registrant’s internal
control over financial reporting (as defined in Rule 30a-3(d) under the Investment
Company Act of 1940 (17 CFR 270.30a-3(d)) that occurred during the period
covered by the report to stockholders included herein that have materially
affected, or are reasonably likely to materially affect, the registrant’s
internal control over financial reporting.
Item
17. Disclosure of Securities Lending Activities for Closed-End Management
Investment Companies.
Not applicable.
Item 18. Recovery of Erroneously Awarded
Compensation.
Not
applicable.
Item 19. Exhibits.
(a)(1) Not applicable.
(a)(2)
Not applicable.
(a)(3) Certifications pursuant to Rule
30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002
are attached hereto as Exhibit 99.CERT.
(a)(4) There were no written solicitations to
purchase securities under Rule 23c-1 under the Act sent or given during the
period covered by the report by or on behalf of the Registrant to 10 or more
persons.
(a)(5) There was a change in the Registrant’s
independent public accountant during the period covered by the report. Attached
hereto as Exhibit
99.IND PUB ACCT.
(b) Certifications pursuant to Rule
30a-2(b) under the 1940 Act and Section 906 of the Sarbanes- Oxley Act of 2002
are attached hereto as Exhibit 99.906 CERT.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934 and the Investment
Company Act of 1940, the registrant has duly caused this report to be signed on
its behalf, by the undersigned, thereunto duly authorized.
Name
of Registrant: Nomura ETF Trust
/s/ANTHONY
CARUSO____
By:
Anthony Caruso
Title: President
and Principal Executive Officer
Date: June
8, 2026
Pursuant
to the requirements of the Securities Exchange Act of 1934 and the Investment
Company Act of 1940, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.
/s/ANTHONY
CARUSO____
By:
Anthony Caruso
Title: President
and Principal Executive Officer
Date: June
8, 2026
/s/RICHARD
SALUS ____
By: Richard
Salus
Title: Principal
Financial Officer
Date: June
8, 2026