Neuberger Berman ETF Trust PRE 14A, filed Aug 2, 2024

Neuberger Berman ETF Trust (NBCE)

PRE 14A 2024-08-02 For: 2024-10-14

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Added on October 18, 2026

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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

Proposals
(1)	To change the Fund from a diversified to a non-diversified fund.

(2)	To change the Fund’s fundamental policy on industry concentration.

(3)	To change the Fund’s current management agreement from a unitary fee arrangement to a separate management agreement and administration agreement, including approval of the new management agreement.

(4)	To consider and act upon any other business that may properly come before the Meeting or any adjournments or postponements thereof.

Term	Current Agreement	Management Agreement
Parties	NBIA and the Fund	NBIA and the Fund
Fees	0.65% of the Fund’s average daily net assets.	Pursuant to the Management Agreement, 0.55% of the Fund’s average daily net assets. (Pursuant to the Administration Agreement, the Fund pays 0.09% of the Fund’s average daily net assets. The combined fee under both agreements is 0.64% of the Fund’s average daily net assets.)
Effective Date	March 24, 2022	Following shareholder approval.

Term	Initial term of two years.	Same as Current Agreement.
General Duties of NBIA	NBIA shall act as the investment adviser to the Series and, as such, shall (i) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Series in a manner consistent with its investment objectives, policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by the Series, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that NBIA will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best net price and most favorable execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers and dealers who provide NBIA with research, analysis, advice and similar services and pay such brokers and dealers in return a higher commission or spread than may be charged by other brokers or dealers.	Same as Current Agreement.
Expenses Borne by Adviser	NBIA pays for all expenses of the Fund except with respect to: • interest and taxes (including, but not limited to, income, excise, transaction, transfer and withholding taxes); • brokerage expenses, including commissions, and other transaction costs; • acquired fund fees and expenses; • dividend and interest expenses relating to short sales; • expenses incurred in connection with any distribution plan adopted by the Trust in compliance with Rule 12b-1 under the 1940 Act, including distribution fees; • the compensation payable to NBIA under the Current Agreement; • securities lending expenses; • litigation expenses and tax reclaim expenses; • indemnification expenses; and • any expenses determined to be extraordinary expenses by the Board.	NBIA pays the salaries, expenses and fees of the officers, trustees and employees of the Trust who are officers, directors or employees of NBIA.

Expenses Borne by Fund	The Fund bears only extraordinary expenses, such as: • interest and taxes; • brokerage expenses; • acquired fund fees and expenses; • dividend and interest expenses relating to short sales; • expenses in connection with a distribution plan adopted in compliance with Rule 12b-1; • compensation payable to the NBIA; • securities lending expenses; • litigation expenses and tax reclaim expenses; • indemnification expenses; and • any other expense the Board deems is extraordinary.	The Fund bears all its operating expenses, such as: • custody; • interestholder servicing; • interestholder reports; • pricing and portfolio valuation; • communications; • legal and accounting fees; • trustees fees and expenses; • interestholder meetings; • bonding and insurance; • brokerage commissions; • taxes; • trade association fees; • nonrecurring and extraordinary expenses; and • organizational expenses.
Renewal Provisions	May be continued for additional one-year periods, so long as its continuance is approved at least annually by (i) the Board or (ii) a vote of a majority of the outstanding voting securities of the Fund, provided that in either event continuance is also approved by a majority of the trustees who are not parties to the agreement and are not “interested persons” of the Fund as that term is defined in the 1940 Act (“Independent Trustees”), by a vote cast in person at a meeting called for the purpose of voting such approval.	Same as Current Agreement.

Appointment of Sub-Advisers	Authorizes the adviser to appoint investment sub-advisers.	Same as Current Agreement.
Services to Other Clients	Does not prohibit NBIA or any affiliated person to render investment management and administrative services to other investment companies or act as investment adviser to other persons, firms, or corporations or engage in other business activities	Same as Current Agreement.
Limitation of Liability	NBIA its directors, officers, and employees are not liable for error of judgment or mistake of law or loss suffered by the Fund in connection with services offered by the Agreement unless due to willful misfeasance, bad faith, or gross negligence.	Same as Current Agreement.
Amendment or Assignment	Any amendment must be in writing signed by the parties to the Agreement and is not effective unless authorized for the Fund (i) by resolution of the Trustees, including the vote or written consent of a majority of the Independent Trustees, and (ii) by a vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund. The Agreement provides that it will terminate automatically and immediately in the event of an assignment (as defined in the 1940 Act).	Same as Current Agreement.
Termination Provisions	May be terminated upon 60 days’ notice by the adviser, by the Board or by a vote of a majority of outstanding securities of the Fund.	Same as Current Agreement.

Actual Aggregate Fees for Year Ended August 31, 2023 Under Current Agreement	Pro Forma Aggregate Fees for Year Ended August 31, 2023 under Management Agreement	Pro Forma Aggregate Fees for Year Ended August 31, 2023 under Administration Agreement	Difference Between the Actual Aggregate Fees and Pro Forma Aggregate Fees for both Proposed Agreements for Year Ended August 31, 2023
$107,706	$91,136	$14,913	$(1,657)

	By order of the Board of Trustees,


	Claudia A. Brandon
	Secretary of the Trust

Name	Principal Occupation
Joseph V. Amato	Director, President - Equities, Chief Investment Officer - Equities
Brad Elliot Cetron	Chief Compliance Officer - Head Of Compliance And Managing Director
Stephen Gregory Wright	Director, Managing Director
Leo Anthony Viola	Controller And Managing Director
Kenneth M DeRegt	Director
Michael Chinni	Treasurer And Senior Vice President
John Douglas Kramer	Director
Ashok Kumar Bhatia	Director, Co-Chief Investment Officer - Fixed Income

NAME AND ADDRESS OF BENEFICIAL OWNER	AMOUNT OF BENEFICIAL OWNERSHIP	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	821,867	74.72%
STATE STREET BANK AND TRUST 1 LINCOLN ST BOSTON MA 02111-2901	200,000	18.18%