As filed with the U.S. Securities and Exchange Commission on August 17, 2026
File No. [ ]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Pre-Effective Amendment No.
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Post-Effective Amendment No.
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(Check appropriate box or boxes)
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NOMURA ETF TRUST II
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(Exact Name of Registrant as Specified in Charter)
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(800) 523-1918
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Registrant's Area Code and Telephone Number
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100 Independence, 610 Market Street, Philadelphia, PA 19106-2354
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(Address of Principal Executive Offices: Number, Street, City, State, Zip Code)
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David F. Connor, Esq., 100 Independence, 610 Market Street, Philadelphia, PA 19106-2354
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(Name and Address of Agent for Service)
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Please send copies of all communications to:
Jonathan M. Kopcsik, Esq.
Jana L. Cresswell, Esq.
Stradley, Ronon, Stevens & Young, LLP
2005 Market Street, Suite 2600, Philadelphia,
PA 19103
(215) 564-8099
(215) 564-8048
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Approximate Date of Proposed Public Offering: As soon as practicable after this Registration Statement becomes effective under the Securities Act of 1933, as amended.
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Title of the securities being registered: Nomura Limited-Term Diversified Income ETF. No filing fee is due because the Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended.
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The Registrant hereby amends this Registration Statement on such dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.
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--- C O N T E N T S ---
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1.
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Facing Page
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2.
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Contents Page
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Part A - Information Statement/Prospectus
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Part B - Statement of Additional Information
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Part C - Other Information
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6.
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Signatures
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7.
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Exhibits
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NOMURA LIMITED-TERM DIVERSIFED INCOME FUND
(formerly, Macquarie Limited-Term Diversified Income Fund)
100 Independence, 610 Market Street
Philadelphia, Pennsylvania 19106-2354
800 523-1918
IMPORTANT SHAREHOLDER INFORMATION
This Information Statement/Prospectus is being provided to inform you that Nomura Limited-Term Diversified Income Fund (the "Acquired Fund") will be converted into a newly created exchange-traded fund ("ETF"), Nomura Limited-Term Diversified Income ETF (the "Acquiring Fund") (the "Reorganization").
The Acquired Fund is a series of Delaware Group Limited-Term Government Funds and the Acquiring Fund is a series of Nomura ETF Trust II (formerly, Voyageur Insured Funds).
Delaware Group Limited-Term Government Funds and Nomura ETF Trust II are hereinafter referred to each as a "Trust," and collectively, the "Trusts". Following the Reorganization, the Acquired Fund will continue to be managed by Delaware Management Company ("DMC" or the "Manager") and sub-advised by Nomura Corporate Research and Asset Management ("NCRAM" or the "Sub-Advisor").
The Information Statement/Prospectus discusses the Reorganization and provides you with information that you should consider. The Board of Trustees of each Trust (each, a "Board" and together, the "Boards") approved the Reorganization and concluded that the Reorganization is in the best interests of the Acquired Fund, the Acquiring Fund, and their shareholders.
Please review the information in the Information Statement/Prospectus. No shareholder vote is required to complete the Reorganization. We are not asking you for a proxy and you are not requested to send us a proxy. Pursuant to an Agreement and Plan of Reorganization ("Plan"), a form of which is attached as Exhibit A thereto, the Acquired Fund will be converted into the Acquiring Fund, which is a newly created series of Nomura ETF Trust II and that has the same respective investment objective(s) and investment strategies as the Acquired Fund. The Reorganization will take place on or about February 19, 2027 ("Reorganization Date"). On the Reorganization Date, shareholders who hold their shares of the Acquired Fund through a brokerage account that can accept shares of an ETF will receive ETF shares of the Acquiring Fund equal in value to your shares of the Acquired Fund at net asset value and cash in lieu of fractional shares, if any. Any cash payment may be taxable. Interests of shareholders will not be diluted as a result of the Reorganization.
We believe the Reorganization will result in multiple benefits for investors. The Board of each Trust, each of which is comprised of the same members, has approved the Reorganization based on its determination that it is in the best interest of the shareholders of the Acquired Fund. Expected benefits include:
1)
Lower Expenses: Upon the closing of the Reorganization, total annual fund operating expenses of the Acquiring Fund are expected to be lower than the total annual fund operating expenses of each share class of the Acquired Fund, after taking into consideration any fees waived and/or expenses reimbursed pursuant to expense limitation agreements agreed to by DMC.
2)
Increased Transparency: As a shareholder of the Acquiring Fund, you will gain the benefit of full daily transparency into the underlying portfolio holdings of the Acquiring Fund. The Acquired Fund does not provide full daily transparency into their underlying portfolio holdings.
3)
Additional Trading Flexibility: Unlike the mutual fund shares of the Acquired Fund, which can only be purchased or sold once per day based on the Acquired Fund's net asset value ("NAV"), shares of the Acquiring Fund can be purchased or sold throughout a trading day on an exchange based on market prices. This additional flexibility can give Acquiring Fund shareholders a greater ability to adjust their investment allocations based on developments that may occur throughout a trading day.
4)
Enhanced Tax Efficiency: Reorganizing the Acquired Fund into the Acquiring Fund provides enhanced tax efficiency, as ETFs generally experience fewer portfolio transactions than mutual funds due to the secondary
market liquidity of the ETF structure.
5)
Tax-Free Reorganization: Shareholders will not recognize a taxable gain (or loss) on the conversion of mutual fund to ETF shares for U.S. tax purposes. An exception, albeit small, regarding fractional mutual fund shares is explained in later sections of this document.
The Reorganization will subject investors to certain ETF-specific risks, including: the risk that shares of the Acquiring Fund will trade at market prices that may be above (premium) or below (discount) the Acquiring Fund's NAV; the risk that the Acquiring Fund's creation and redemption transactions may be concentrated in a small number of financial institutions known as "authorized participants"; the risk that the Acquiring Fund may effect some or all of its creations and redemptions for cash, rather than in-kind securities; and the risk that such authorized participants may not engage in creation or redemption transactions, which could cause the Acquiring Fund's shares to trade at a discount to NAV and possibly face trading halts and/or delisting, or that a secondary trading market may not develop. These risks are described more fully in the Information Statement/Prospectus. Following the Reorganization, shareholders may bear certain costs with respect to maintaining brokerage accounts and buying and selling Acquiring Fund shares in the secondary market; shareholders currently do not bear such costs as shareholders of the Acquired Fund.
Shareholders will need brokerage accounts with the ability to transact in ETF shares in connection with the Reorganization. The "IMPORTANT NOTICE ABOUT YOUR ACQUIRING FUND ACCOUNT" section that follows includes a description of required actions for shareholders who hold shares of the Acquired Fund in accounts that cannot hold ETF shares and should be read carefully. For shareholders holding the Acquired Fund in accounts that can hold ETFs, no additional action will need to be taken prior to the Reorganization for the account to receive ETF shares.
Shareholders of the Acquired Fund should know the options available to them with respect to the Reorganization but should also consider possible tax consequences of options outside of the tax-free Reorganization. Those include:
1)
Maintaining current positions in the Acquired Fund and receiving ETF shares of the Acquiring Fund on the Reorganization Date.
2)
Exchanging shares of the Acquired Fund into another Nomura Fund until one business day prior to the Reorganization Date.
3)
Redeeming shares of the Acquired Fund. A redemption of shares of the Acquired Fund may be a taxable event for shareholders.
The Information Statement/Prospectus provides greater detail on the mechanics of the Reorganization and what to expect with your investment during and following the Reorganization. No shareholder vote is required or being requested to complete the Reorganization.
You are encouraged to carefully review the additional information provided in this Information Statement/Prospectus.
If you have any questions, please call 800-523-1918.
COMMON QUESTIONS AND ANSWERS ABOUT THE PROPOSED REORGANIZATION
We recommend that you read the complete Information Statement/Prospectus.
This section contains a brief Q&A which will help explain the Reorganization, including the reasons for the Reorganization. Following this section is a more detailed discussion.
Q.
What is happening to the Nomura Limited-Term Diversified Income Fund? Why am I receiving an Information Statement/Prospectus?
A.
The Acquired Fund, which currently operates as a mutual fund, will be converted into an ETF through the reorganization of the Acquired Fund into a newly-created series of Nomura ETF Trust II ("ETF Trust"). Nomura Limited-Term Diversified Income Fund will be reorganized into Nomura Limited-Term Diversified Income ETF. The Acquiring Fund has the same investment objective and investment strategies as the Acquired Fund. As an ETF, the Acquiring Fund's shares will be traded on NYSE Arca, Inc. ("NYSE Arca") following the Reorganization. The Reorganization will be accomplished in accordance with the Plan.
Under the Plan, all of the assets and liabilities of the Acquired Fund will be transferred to the newly-created Acquiring Fund, in exchange for ETF shares of the Acquiring Fund of equivalent aggregate NAV (including, in the case of fractional shares, cash). Because shares of the Acquiring Fund are not issued in fractional shares, cash will be paid to all shareholders who hold fractional shares in lieu of receiving fractional shares of the Acquiring Fund, for which cash payment may be taxable. The amount of cash received for the fractional shares combined with the Acquiring Fund ETF shares you receive will have the same value as your shares of the Acquired Fund on the Reorganization Date. Shares of an Acquiring Fund will be transferred to each applicable shareholder's brokerage account. If a shareholder does not hold shares of the Acquired Fund through a brokerage account that can accept shares of the Acquiring Fund on the Reorganization Date, the shares will be held by a stock transfer agent until (i) a brokerage account is identified or (ii) the account is converted to cash (subject to applicable federal or state laws concerning unclaimed property), except as described under "Blocked Accounts" in this Information Statement/Prospectus.
The "IMPORTANT NOTICE ABOUT YOUR ACQUIRING FUND ACCOUNT" section, beginning on page [viii], provides important information about actions to take with respect to your account in order to ensure the seamless transition from holding shares of the Acquired Fund to holding ETF shares of the Acquiring Fund.
Q.
Has the Board of the Acquired Fund approved the Reorganization?
A.
Yes, the Board of the Delaware Group Limited-Term Government Funds (the "Acquired Trust"), which oversees the Nomura Limited-Term Diversified Income Fund, approved the Reorganization. The Board of the Acquired Trust, including all of the Trustees who are not "interested persons" of the Acquired Fund (as defined in the Investment Company Act of 1940, as amended (the "1940 Act")) (the "Independent Trustees"), determined that the Reorganization is in the best interests of the Acquired Fund and its shareholders and that the Acquired Fund's shareholders' interests will not be diluted as a result of the Reorganization.
Q.
What information did the Acquired Fund's Board consider when evaluating the Reorganization?
A.
The Board of the Acquired Trust considered the Reorganization proposed by Management and approved the Plan with respect to the Acquired Fund. In considering the Plan, the Board of the Acquired Trust requested and received detailed information from the officers of the Acquired Trust, and representatives of DMC, regarding the Reorganization, including: (1) the benefits of an ETF structure and the appeal to investors of offering the investment strategy of the Acquired Fund as an ETF; (2) the investment objectives, investment strategies, and fundamental investment policies of the Acquired Fund and the Acquiring Fund; (3) a comparison of the fees and expenses of the Acquired Fund and the Acquiring Fund; (4) the proposed plans for ongoing management, distribution, and operation of the Acquiring Fund; (5) the management and business of DMC and its affiliates; (6) the impact of the Reorganization on the Acquired Fund and shareholders of the Acquired Fund, including different subsets of Acquired Fund shareholders; and (7) the specific terms of the Plan.
Q.
Why is the Reorganization occurring?
A.
DMC proposed that the Acquired Fund be reorganized into the Acquiring Fund because of certain benefits associated with the ETF structure, which DMC believes will better serve the interests of Acquired Fund shareholders. These shareholder benefits include lower expenses, additional trading flexibility, increased transparency and the potential for enhanced tax
efficiency. The Acquiring Fund will pursue the same investment objective and same investment strategies as the Acquired Fund but in the ETF structure.
Q.
How will the Reorganization affect me as a shareholder?
A.
If the Reorganization is consummated, you will cease to be a shareholder of the Acquired Fund. In order to receive shares of the Acquiring Fund as part of a Reorganization, you must hold your shares of the Acquired Fund through a brokerage account that can accept shares of an ETF (the Acquiring Fund) on the Reorganization Date. If you hold your shares of the Acquired Fund through a brokerage account that can accept shares of an ETF, upon completion of the Reorganization, you will own shares of the Acquiring Fund offered as an ETF having an aggregate NAV equal to the aggregate NAV of the shares of the Acquired Fund you owned when the Reorganization happened, less any cash received in lieu of fractional shares. Shares of the Acquiring Fund are not issued in fractional shares. As a result, shareholders who hold fractional shares of the Acquired Fund may have such fractional shares redeemed at NAV on the Reorganization Date resulting in a small cash payment, which would be taxable. If you do not have a brokerage account that can accept shares of the Acquiring Fund, the shares will be held by a stock transfer agent until (i) a brokerage account is identified or (ii) the account is converted to cash (subject to applicable federal or state laws concerning unclaimed property), except as described under "Blocked Accounts" in this Information Statement/Prospectus. For more information about how your account may be impacted, please see the "IMPORTANT NOTICE ABOUT YOUR ACQUIRING FUND ACCOUNT - What do I need to do about my account prior to the Reorganization" section.
After the Reorganization, individual shares of the Acquiring Fund may only be purchased and sold on NYSE Arca, other national securities exchanges, electronic crossing networks and other alternative trading systems. Should you decide to purchase or sell shares in the Acquiring Fund after the Reorganization, you will need to place a trade through a broker who will execute your trade on an exchange at prevailing market prices. Because Acquiring Fund shares trade at market prices rather than at NAV, Acquiring Fund shares may trade at a price less than (a discount) or greater than (a premium) the Fund's NAV. As with all ETFs, your broker may charge a commission for purchase and sales transactions, although ETFs trade with no transaction fees ("NTF") on many platforms.
Q.
Am I being asked to vote on the Reorganization?
A.
No. Shareholders of the Acquired Fund are not required to approve the Reorganization under state or federal law, the 1940 Act, or the organizational documents governing the Acquired Fund. We are not asking you for a proxy and you are requested not to send us a proxy.
Q.
Will the Reorganization affect the way my investments are managed?
A.
No. DMC is the investment adviser to the Acquired Fund and will continue to serve as the investment adviser to the Acquiring Fund. NCRAM is the sub-advisor to Acquired Fund and will continue to serve as the sub-advisor to Acquiring Fund. The same individuals currently responsible for the day-to-day portfolio management of the Acquired Fund will continue to be responsible for the day-to-day portfolio management of the Acquiring Fund. Additionally, the Acquiring Fund will be managed with the same investment objective, investment strategies, and fundamental investment policies currently used by the Acquired Fund.
Q.
Will the fees and expenses of the Acquiring Fund be less than the fees and expenses of the Acquired Fund?
A.
Yes. Following the Reorganization, the Acquiring Fund is expected to have a lower net expense ratio than each share class of the Acquired Fund after taking into consideration any fees waived and/or expenses reimbursed pursuant to expense limitation agreements agreed to by DMC. The Acquiring Fund's expense limitation agreement will remain in effect for an initial period of at least two years from the effective date of the Reorganization.
Q.
Are there any differences in risks between the Acquired Fund and the Acquiring Fund?
A.
Yes. While most of the risks of the Acquired Fund and the Acquiring Fund are the same, the Acquiring Fund is subject to certain risks unique to operating as an ETF. The Acquiring Fund is subject to secondary market trading risks, Authorized Participants risk, including market making and liquidity providers concentration risk, cash transactions risk, and risks relating to shares trading at prices other than NAV. Additionally, following the Reorganization, shareholders may bear certain costs with respect to maintaining brokerage accounts and buying and selling Acquiring Fund shares in the secondary market that shareholders do not experience as shareholders of the Acquired Fund. We discuss these risks later in the Information Statement/Prospectus.
Q.
What are some features of ETFs that differ from mutual funds?
A.
The following are some unique features of ETFs as compared to mutual funds:
Transparency. The Acquiring Fund will be a transparent ETF that operate with full transparency to their portfolio holdings. Following the Reorganization, the Acquiring Fund, like other transparent ETFs, will make their portfolio holdings public each day. This holdings information, along with other information about the Acquiring Fund, will be found on the Nomura website at global.nomuraassetmanagement.com/investments/etf.
Enhanced Tax Efficiency. Shareholders of the Acquired Fund also are expected to benefit from the potential for greater tax efficiency with the ETF structure, as ETFs generally experience fewer portfolio transactions than mutual funds due to the secondary market liquidity of the ETF structure.
Sales on an Exchange throughout the Day. ETFs provide shareholders with the opportunity to purchase and sell shares throughout the day at market-determined prices, instead of being required to wait to make a purchase or a redemption at the next calculated NAV per share at the end of the trading day. This means that when a shareholder decides to purchase or sell shares of the ETF, the shareholder can act on that decision immediately by contacting the shareholder's broker to execute the trade. The market price of the ETF may be higher or lower than the ETF's NAV per share, and might not be the same as the ETF's next calculated NAV at the close of the trading day.
Sales only through a Broker. Unlike a mutual fund's shares, individual shares of ETFs, like the Acquiring Fund, are not purchased or sold at NAV directly with the Acquiring Fund. Individual shares of the Acquiring Fund may only be purchased and sold through a broker at market prices. When buying and selling shares through a financial intermediary, a shareholder may incur brokerage or other charges determined by the financial intermediary, although ETFs trade with NTF on many platforms. In addition, a shareholder of an ETF, such as the Acquiring Fund, may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase shares (bid) and the lowest price a seller is willing to accept for shares (ask) when buying or selling shares in the secondary market (the "bid-ask spread"). Because ETF shares trade at market prices rather than at NAV, shares of an ETF, like the Acquiring Fund, may trade at a price less than (discount) or greater than (premium) the Fund's NAV. The trading prices of an ETF's shares in the secondary market will fluctuate continuously throughout trading hours based on the supply and demand for the ETF's shares and shares of the underlying securities held by the ETF, economic conditions and other factors, rather than an ETF's NAV, which is calculated at the end of each business day. It is possible that an ETF's "authorized participants" may not engage in creation or redemption transactions which could cause the Acquiring Fund's shares to trade at a discount to NAV and possibly face trading halts and/or delisting.
Share classes. A mutual fund, like the Acquired Fund, may offer multiple share classes with different sales charges, expenses, and/or minimum investments. An ETF, like the Acquiring Fund, will not issue multiple classes of shares.
Q.
When is the Reorganization expected to occur?
A.
DMC is currently anticipating a Reorganization date on or around February 19, 2027.
Q.
Will shareholders have to pay any sales load, commission or other similar fee in connection with the Reorganization?
A.
No. Shareholders will not pay any sales load, commission or other similar fee in connection with the receipt of ETF shares from the Reorganization.
Q.
Who will pay the costs in connection with the Reorganization?
A.
The Acquired Fund will pay two-thirds of the costs of the Reorganization and one-third of the costs will be paid by DMC. Furthermore, the total costs of the Reorganization will be combined with the total costs of additional fund-to-ETF reorganizations for other Nomura Funds that are expected to occur around the same time as the Reorganization and that are described in other Information Statements/Prospectuses for those other Nomura Funds (together, the "Total Reorganization Costs"). The Total Reorganization Costs are estimated to be approximately $764,000 and will be split as follows: two thirds will be paid by all of the acquired funds, including the Acquired Fund, and one third will be paid by DMC. The share of the Total Reorganization Costs that will be paid by the acquired funds, including the Acquired Fund, will be allocated to each acquired fund based on its relative net assets. Based on the estimated Total Reorganization Costs and the Acquired Fund's net assets as of May 31, 2026, the costs anticipated to be allocated to the Acquired Fund are $98,283 (approximately 0.016% of its average net
assets and $0.0013 per share). These estimates reflect the potential liquidation of a significant percentage of Acquired Fund shareholders associated with the Reorganization and are subject to change. Brokerage fees and expenses related to the disposition of Acquired Fund assets to raise cash to pay redemption proceeds to shareholders that are not eligible to hold Shares of the Acquiring Fund are in addition to the estimated expenses related to the Reorganization discussed above and will be paid by the Acquired Fund.
Q.
Will the Reorganization result in any federal tax liability?
A.
The Reorganization is designed to be treated as a tax-free reorganization for U.S. federal income tax purposes. However, as part of the Reorganization, all shareholders who hold fractional shares will receive cash compensation for fractional shares of the Acquired Fund that they hold. The redemption of these fractional shares will likely be a taxable event, albeit a small one. Shareholders should consult their tax advisors about possible state and local tax considerations with respect to the Reorganization, if any, because the information about tax consequences in this document relates only to the U.S. federal income tax consequences of the Reorganization.
Q
Can I purchase, redeem or exchange shares of the Acquired Fund before the Reorganization takes place?
A
Yes. You can purchase or exchange shares of the Acquired Fund until three (3) business days before the Reorganization Date. You can redeem shares of the Acquired Fund until one business day before the Reorganization Date. Any shares not redeemed before the date of the Reorganization, which is expected to be on or about close of business February 19, 2027, will be exchanged for shares of the Acquiring Fund. Please note that prior to the closing of the Reorganization investors may purchase and redeem shares of the Acquired Fund at the NAV of the Acquired Fund. Following the closing of the Reorganization, investors may purchase Acquiring Fund shares on an exchange at market prices.
Any changes to the Reorganization Date will be communicated to shareholders.
If you do not want to receive shares of the Acquiring Fund in connection with the Reorganization, you can exchange your Acquired Fund shares for shares of another Nomura mutual fund that is not participating in the Reorganization or redeem your Acquired Fund shares. Prior to doing so, however, you should consider the tax consequences associated with either action. If you hold your shares in a taxable account, redemption of your Acquired Fund shares will be a taxable event, and you will recognize a taxable gain or loss based on the difference between your tax basis in the shares and the amount you receive for them.
Q.
What do I need to do to prepare for the Reorganization?
A.
It is important for you to determine whether you hold your shares of the Acquired Fund in the type of account that can accommodate the receipt of the ETF shares that will be received in the Reorganization. If you hold your shares of the Acquired Fund in an account directly with the Acquired Fund at the Acquired Fund's transfer agent or in a brokerage account with a financial intermediary that only allows you to hold mutual fund shares, you will need to set up a brokerage account that allows investment in ETF shares. A separate Q&A is provided to help you determine your account type and provide information about changing your type of account if necessary.
If shares are held in an account that cannot accept ETF shares at the time of the Reorganization of the Acquired Fund, shares of the Acquiring Fund received in the Reorganization will be held by a stock transfer agent, until a brokerage account is identified into which the stock transfer agent can transfer the shares, except as described under "Blocked Accounts" in this Information Statement/Prospectus. As planned, if shares of the Acquiring Fund are not transferred into a brokerage account within a year of the date of the Reorganization, the Acquiring Fund shares will be converted to cash and the cash proceeds sent to the accountholder of record (subject to applicable federal or state laws concerning unclaimed property). The one-year period may be extended at the Acquiring Fund's discretion. The conversion of shares of the Acquiring Fund to cash may be subject to fees and expenses and will be a taxable event.
For Acquired Fund shareholders currently holding paper certificates, the Fund, in its discretion, may deem it necessary to retire all outstanding paper share certificates and convert your shares into electronic format, which format is commonly referred to as "book entry" format. Shares held in "book entry" form have all of the same rights and privileges as shares held in certificate form, and allow for convenient electronic share transactions, such as telephone or online exchanges and redemptions. Please note, that this operational exercise does not in any way change your ownership rights or the value of your investment. Impacted investors will receive a letter prior to any such action. If you have pledged your certificates as collateral for any purpose, such as a bank loan, you may be required to notify the lending party holding the certificates of this conversion.
Q.
Whom do I contact for further information?
A.
You can contact your financial advisor or other financial intermediary for further information. You also may contact Nomura at 877 693-3546.
Important additional information about the Reorganization is set forth in the accompanying Information Statement/Prospectus. Please read it carefully.
IMPORTANT NOTICE ABOUT YOUR ACQUIRING FUND ACCOUNT
The following are common questions about the proposed Reorganization, including a description of required actions for shareholders who hold shares of the Acquired Fund in accounts that cannot hold ETF shares and should be read carefully.
This section contains a brief Q&A which provides information for you to determine if you need to take action with respect to your shareholder account prior to the Reorganization.
Q.
What do I need to do about my account prior to the Reorganization?
A.
The following provides information to determine whether you will need to take action prior to the Reorganization with respect to shares you own of the Acquired Fund based on the characteristics of your account.
Accounts that Require No Action
If you hold your shares of the Acquired Fund in a brokerage account that permits you to purchase securities traded in the stock market, such as ETFs or other types of stocks, then your brokerage account will be eligible to receive shares of the Acquiring Fund in the Reorganization. No further action is needed.
Accounts that Require Action
Direct Accounts-If you hold your shares of the Acquired Fund in an account directly with the Fund (e.g., non-retirement, IRA, Coverdell Savings Account) at the Acquired Fund's transfer agent, Delaware Investments Fund Services Company ("DIFSC") (a "direct account"), you should transfer your shares of the Acquired Fund to a brokerage account that can accept ETF shares prior to the Reorganization or exchange your Fund shares for another eligible Nomura Fund. You have a direct account if you receive quarterly account statements directly from Nomura Funds and not from a third-party broker-dealer.
Non-Accommodating Brokerage Accounts-If you hold your shares of the Acquired Fund in a brokerage account with a financial intermediary that only allows you to hold shares of mutual funds in the account, you will need to contact your financial intermediary to set up a brokerage account that permits investment in ETF shares.
Non-Accommodating Retirement Accounts-If you hold your Acquired Fund shares through an IRA or group retirement plan whose plan sponsor does not have the ability to hold shares of ETFs on its platform, you may need to redeem your shares prior to the Reorganization or, if applicable, your financial advisor or financial intermediary may transfer your investment in an Acquired Fund to a different investment option before or at the time of the Reorganization. Please consult with your financial intermediary for more information on the impact that a Reorganization will have on you and your investments.
Blocked Accounts
For any blocked accounts involving the Acquired Fund, a shareholder's account may be moved into Nomura Ultrashort Fund if there is no resolution to remove the block prior to the Fund's Reorganization.
If you are unsure about the ability of your account to accept ETF shares, contact your financial advisor or other financial intermediary where your Acquired Fund shares are held.
Q.
How do I transfer my Acquired Fund shares from a direct account to a brokerage account that accepts ETF shares?
A.
Transferring your shares from a direct account to a brokerage account that can accept shares of an ETF should be a simple process. If you have a brokerage account or a relationship with a brokerage firm, please talk to your financial advisor or other financial intermediary and inform them that you would like to transfer a mutual fund position that you hold directly with the Acquired Fund into your brokerage account. Also inform them that such an account will need to be set up to accept shares of an ETF. If you don't have a brokerage account or a relationship with a brokerage firm, you will need to open an account with a brokerage firm in order to be able to receive ETF shares.
We suggest you provide your financial advisor or other financial intermediary with a copy of your quarterly statement from the Acquired Fund. If they require your account number with the Acquired Fund, the account number can be found on your
statement. They should be able to help you complete a form to initiate the transfer. Once you sign that form, they will submit the form to the transfer agent directly, and the shares will be transferred into your brokerage account. The sooner you initiate the transfer, the better.
Q.
How do I transfer my Acquired Fund shares from a Non-Accommodating Brokerage Account to a Brokerage Account that accepts ETF shares?
A.
The financial advisor or other financial intermediary where you hold the Acquired Fund shares should be able to assist you in changing the characteristics of your brokerage account to an account that is permitted to invest in ETF shares. Contact them right away to make the necessary changes to your account.
Q.
What will happen if I have a direct account that cannot be moved into a Brokerage Account that can accept ETF shares at the time of the Reorganization?
A.
If shares are held in an account that cannot accept ETF shares at the time of the Reorganization, Acquiring Fund shares received in the Reorganization will be held by a stock transfer agent, until a brokerage account is identified into which the stock transfer agent can transfer the shares, except as described under "Blocked Accounts" in this Information Statement/Prospectus. If Acquiring Fund shares are not transferred into a brokerage account within a year of the date of the Reorganization, the Acquiring Fund shares will be converted to cash and the cash proceeds sent to the accountholder of record (subject to applicable federal or state laws concerning unclaimed property). The one-year period may be extended at the Acquiring Fund's discretion. The conversion of Acquiring Fund shares to cash may be subject to fees and expenses and will be a taxable event.
Q.
What if I don't want to hold ETF shares?
A.
If you don't want to receive ETF shares in connection with the Reorganization, you can exchange your shares of the Acquired Fund into another eligible Nomura Fund or redeem your shares of the Acquired Fund prior to the Reorganization. Before doing so, however, you should consider the tax consequences associated with either action. Exchanging or redeeming Acquired Fund shares may be a taxable event. The last day to exchange your shares of the Acquired Fund for shares of another Nomura Fund or redeem shares of the Acquired Fund is one business day before the Reorganization Date.
INFORMATION STATEMENT/PROSPECTUS
[TABLE OF CONTENTS]
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THE REORGANIZATION
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3
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COMPARISON OF INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES, PRINCIPAL RISKS, AND FUNDAMENTAL INVESTMENT RESTRICTIONS
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3
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HOW DO THE INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES, PRINCIPAL RISKS, AND FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE ACQUIRED FUND COMPARE AGAINST THOSE OF THE ACQUIRING FUND?
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3
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COMPARISON OF THE FUNDS' PORTFOLIO TURNOVER
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10
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INFORMATION ABOUT THE FUNDS
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10
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WHAT ARE THE FEES AND EXPENSES OF EACH FUND AND WHAT ARE THE ANTICIPATED FEES AND EXPENSES AFTER THE REORGANIZATION?
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10
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HOW CAN I COMPARE THE COSTS OF INVESTING IN SHARES OF THE ACQUIRED FUND WITH THE COST OF INVESTING IN SHARES OF THE ACQUIRING FUND?
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12
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WHAT ARE THE GENERAL TAX CONSEQUENCES OF THE REORGANIZATION?
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12
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WHO MANAGES THE FUNDS?
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13
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HOW DO THE PERFORMANCE RECORDS OF THE FUNDS COMPARE?
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14
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WHERE CAN I FIND MORE FINANCIAL INFORMATION ABOUT THE FUNDS?
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16
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WHAT ARE OTHER KEY FEATURES OF THE FUNDS?
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REASONS FOR THE REORGANIZATION
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INFORMATION ABOUT THE REORGANIZATION AND THE PLAN
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HOW WILL THE REORGANIZATION BE CARRIED OUT?
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18
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WHO WILL PAY THE EXPENSES OF THE REORGANIZATION?
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WHAT ARE THE TAX CONSEQUENCES OF THE REORGANIZATION?
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WHAT SHOULD I KNOW ABOUT SHARES OF THE ACQUIRED FUND AND ACQUIRING FUND?
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22
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WHAT ARE THE CAPITALIZATIONS OF THE FUNDS AND WHAT MIGHT THE CAPITALIZATION BE AFTER THE REORGANIZATION?
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22
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DO THE TRUSTEES AND OFFICERS OWN SHARES OF THE FUNDS?
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23
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WHO ARE THE CONTROL PERSONS AND OWNERS OF RECORD OR BENEFICIALLY 5% OR MORE OF ANY CLASS OF A FUND'S OUTSTANDING EQUITY SECURITIES?
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23
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MORE INFORMATION ABOUT THE FUNDS
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25
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EXHIBITS TO INFORMATION STATEMENT/PROSPECTUS
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28
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EXHIBIT A
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A-1
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EXHIBIT B
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B-1
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EXHIBIT C
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C-1
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NOMURA LIMITED-TERM DIVERSIFIED INCOME FUND
(formerly, Macquarie Limited-Term Diversified Income Fund)
100 Independence, 610 Market Street
Philadelphia, Pennsylvania 19106-2354
800 523-1918
INFORMATION STATEMENT/PROSPECTUS
Dated [October __], 2026
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Acquisition of the Assets of:
NOMURA LIMITED-TERM DIVERSIFIED INCOME FUND
(a series of Delaware Group Limited-Term Government Funds)
By and in exchange for shares of:
NOMURA LIMITED-TERM DIVERSIFIED INCOME ETF
(a series of Nomura ETF Trust II)
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This Information Statement/Prospectus is being furnished to shareholders of Nomura Limited-Term Diversified Income Fund (the "Acquired Fund").
Nomura Limited-Term Diversified Income Fund will be reorganized into Nomura Limited-Term Diversified Income ETF (the "Acquiring Fund"), such transaction, a "Reorganization," on or about February 19, 2027 (the "Reorganization Date" or the "Closing Date").
The Acquired Fund and Acquiring Fund together are referred to as the "Funds." Delaware Group Limited-Term Government Funds is referred to as the "Acquired Trust". The Acquiring Fund is a series of Nomura ETF Trust II (the "Acquiring Trust" and together with the Acquired Trust, the "Trusts").
Pursuant to an Agreement and Plan of Reorganization ("Plan"): (i) all of the property and assets ("Assets"), of the Acquired Fund will be acquired by the Acquiring Fund, and (ii) the Acquiring Trust, on behalf of the Acquiring Fund, will assume the liabilities of the Acquired Fund, in exchange for shares of the Acquiring Fund. According to the Plan, the Acquired Fund will be liquidated and dissolved following the Reorganization. The Board of Trustees of each Trust (each, a "Board" and together, the "Boards") have approved the Plan and applicable Reorganization.
Pursuant to the Plan, holders of each class of Acquired Fund shares will have their shares exchanged at net asset value ("NAV") for exchange-traded fund ("ETF") shares of equal value of the Acquiring Fund, less any cash received in lieu of fractional shares.
Each Fund is a diversified series of its respective trust. Delaware Management Company ("DMC" or the "Manager"), a series of Nomura Investment Management Business Trust ("NIMBT") (a Delaware statutory trust), serves as the investment manager for the Funds. Nomura Corporate Research and Asset Management ("NCRAM" or the "Sub-Advisor") serves as a sub-advisor to the Funds.
This Information Statement/Prospectus sets forth the information that you should know about the Reorganization. You should retain this Information Statement/Prospectus for future reference. A Statement of Additional Information dated [October __], 2026 (the "SAI"), relating to this Information Statement/Prospectus, contains additional information about the Acquiring Fund and the Reorganization, and has been filed with the US Securities and Exchange Commission ("SEC") and is incorporated herein by reference.
The prospectus of the Acquiring Fund ("Acquiring Fund Prospectus") is intended to provide you with information
about the Acquiring Fund. The prospectus of the Acquired Fund ("Acquired Fund Prospectus"), as supplemented to date, provides additional information about the Acquired Fund and are incorporated herein by reference. Relevant information about the Acquired Fund Prospectus and Acquiring Fund Prospectus is as follows:
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Acquired Fund Prospectus
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Acquiring Fund Prospectus
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[Add hyperlink when available:] Nomura Limited-Term Diversified Income ETF - dated [ ], 2026 (1933 Act File No. 811-04973)
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You can request a free copy of any of the Acquired Fund's Prospectus, SAI, Annual Report, Semiannual Report, or other information such as the Acquired Fund's financial statements by writing to the Acquired Fund at P.O. Box 534437, Pittsburgh, PA 15253-4437 by regular mail or at Nomura Funds, Attention: 534437, 1350 Penn Avenue Suite 102, Pittsburgh, PA 15222 by overnight courier service, or call toll-free (800) 523-1918.
You may also request free copies of the Acquiring Fund's prospectus and SAI by writing to the Acquiring Fund c/o Foreside Financial Services, L.L.C. at Three Canal Plaza, Suite 100, Portland, ME 04101 by regular mail, or call toll-free (844) 469-9911.
Because the Acquiring Fund has not yet commenced operations, no shareholder reports are available for the Acquiring Fund.
Additional information about each Fund can be viewed online from the EDGAR database without charge on the SEC's internet site at www.sec.gov.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
The SEC has not approved or disapproved these securities or passed upon the adequacy of this Information Statement/Prospectus. Any representation to the contrary is a criminal offense.
THE REORGANIZATION
At a meeting held on August 11-12, 2026, the Boards, including a majority of the Trustees of each Board who are not "interested persons" ("Independent Trustees") as defined by the Investment Company Act of 1940, as amended ("1940 Act"), on behalf of each of the Funds, considered the Reorganization, and approved the Plan.
The Reorganization will result in your Acquired Fund shares being exchanged for the Acquiring Fund shares equal in value (but having a different price per share) to your shares of the Acquired Fund. In particular, shareholders of each share class of the Acquired Fund will have their shares exchanged at net asset value (the "NAV") for ETF shares of equal value of the Acquiring Fund, less any cash received in lieu of fractional shares. This means that you will cease to be an Acquired Fund shareholder and will become an Acquiring Fund shareholder. This exchange will occur on a date agreed upon by the parties to the Plan, which is currently anticipated to occur on the Reorganization Date.
For the following reasons and the reasons set forth below under "Reasons for the Reorganization," the Board of each Trust has determined that the Reorganization is in the best interests of the applicable Fund and its shareholders. Each Board has also determined that the interests of the existing shareholders of the applicable Fund will not be diluted as a result of the Reorganization, based upon information provided to the respective Boards. In making these determinations, each Board noted the recommendation of DMC, the Funds' investment manager, and considered the following, among other factors: (i) shareholders will benefit from the ETF structure and the appeal to investors of offering the investment strategy of the Acquired Fund as an ETF; (ii) the Acquiring Fund and the Acquired Fund have identical investment objectives, identical principal investment strategies, and identical fundamental investment restrictions, and have the same principal risks, except that the Acquiring Fund also has certain ETF-specific risks; (iii) the Acquiring Fund and the Acquired Fund have the same portfolio management team, including NCRAM serving as sub-advisor for the Funds; (iv) the Acquiring Fund's overall total expense ratios is expected to be lower after taking into consideration any fees waived and/or expenses reimbursed pursuant to expense limitation agreements agreed to by DMC; (v) the Plan was designed such that the Reorganization would be a tax-free Reorganization and the shares of the Acquiring Fund that would be received by the shareholders of the Acquired Fund in the exchange will be equal in aggregate NAV to the aggregate NAV of their shares of the Acquired Fund as of Reorganization Date, less any cash received in lieu of fractional shares; (vi) the plans for the ongoing management, distribution, and operation of the Acquiring Fund as an ETF will benefit tax conscious shareholders; (vii) shareholders will benefit from secondary market liquidity of the Acquiring Fund in that they will be able to purchase and sell shares of the Acquiring Fund throughout the trading day on the secondary market; (viii) shareholders will benefit from full daily transparency into the underlying portfolio holdings of the Acquiring Fund; (ix) shareholders of the Acquired Fund must have a brokerage account that is permitted to hold ETF shares in order to receive shares of the Acquiring Fund and the Acquiring Fund have engaged a stock transfer agent to hold the Acquiring Fund shares for the Acquired Fund shareholder who does not have an appropriate brokerage account at the time of the Reorganization to provide a year from the Reorganization Date for such shareholders to establish brokerage accounts; (x) a vote of shareholders of the Acquired Fund is not required under the Trusts' governing documents or the 1940 Act; (xi) the Acquiring Fund does not issue fractional shares so for some shareholders, fractional shares of the Acquired Fund will be redeemed at NAV on the Reorganization Date and result in a small cash payment, which will be taxable; and (xii) shareholders of the Acquired Fund may redeem or exchange their shares of the Acquired Fund prior to the Reorganization if the shareholders do not wish to hold shares of an ETF. Each Board also considered that the Reorganization met the conditions under Rule 17a-8 under the 1940 Act to be consummated without the vote of shareholders of the Acquired Fund or the Acquiring Fund.
Comparison of investment objectives, PRINCIPAL INVESTMENT strategies, PRINCIPAL risks, AND FUNDAMENTAL investment restrictions
How do the investment objectives, principal investment strategies, principal risks, and fundamental investment restrictions of the Acquired Fund compare against those of the Acquiring Fund?
This section will help you compare the investment objectives, principal investment strategies, principal risks, and fundamental investment restrictions of the Acquired Fund and the Acquiring Fund. More complete information may be found in the Funds' Prospectuses and SAIs. For a complete description of the Acquiring Fund's investment objectives, investment strategies, and risks, you should read the Acquiring Fund's Prospectus.
In anticipation of the Reorganization, the Acquired Fund may temporarily not meet its investment objective and/or may deviate from its principal investment strategies in advance of the closing of the Reorganization.
Investment Objectives. The Acquired Fund and the Acquiring Fund have identical investment objectives, as described in each of their Prospectuses, and included below. Each Fund's investment objective is nonfundamental and may be changed without shareholder approval.
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Nomura Limited-Term Diversified Income Fund (Acquired Fund)
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Nomura Limited-Term Diversified Income ETF (Acquiring Fund)
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What is the Fund's investment objective?
Nomura Limited-Term Diversified Income Fund seeks maximum total return, consistent with reasonable risk.
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What is the Fund's investment objective?
Nomura Limited-Term Diversified Income ETF seeks maximum total return, consistent with reasonable risk.
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Principal Investment Strategies. The Acquired Fund and the Acquiring Fund employ the same principal investment strategies in seeking to achieve their respective objectives, as described in each of their Prospectuses, as supplemented to date, and included below.
Both the Acquired Fund and the Acquiring Fund are classified as "diversified" and neither Fund will concentrate its investments in any one industry.
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Nomura Limited-Term Diversified Income Fund (Acquired Fund)
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Nomura Limited-Term Diversified Income ETF (Acquiring Fund)
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What are the Acquired Fund's principal investment strategies?
Under normal circumstances, the Fund will invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in investment grade fixed income securities, including, but not limited to, fixed income securities issued or guaranteed by the US government, its agencies or instrumentalities, and by US corporations (80% policy). Investment grade fixed income securities are securities rated BBB- or higher by Standard & Poor's Financial Services LLC (S&P) and Baa3 or higher by Moody's Investors Service, Inc. (Moody's), or similarly rated by another nationally recognized statistical rating organization (NRSRO), or those that are deemed to be of comparable quality. The Fund will maintain an average effective duration from one to three years. The Manager will determine how much of the Fund's assets to allocate among the different types of fixed income securities in which the Fund may invest based on the Manager's evaluation of economic and market conditions and its assessment of the returns and potential for appreciation that can be achieved from various sectors of the fixed income market.
The corporate debt obligations in which the Fund may invest include bonds, notes, debentures, and commercial paper of US companies and, subject to
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What are the Acquiring Fund's principal investment strategies?
Under normal circumstances, the Fund will invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in investment grade fixed income securities, including, but not limited to, fixed income securities issued or guaranteed by the US government, its agencies or instrumentalities, and by US corporations (80% policy). Investment grade fixed income securities are securities rated BBB- or higher by Standard & Poor's Financial Services LLC (S&P) and Baa3 or higher by Moody's Investors Service, Inc. (Moody's), or similarly rated by another nationally recognized statistical rating organization (NRSRO), or those that are deemed to be of comparable quality. The Fund will maintain an average effective duration from one to three years. The Manager will determine how much of the Fund's assets to allocate among the different types of fixed income securities in which the Fund may invest based on the Manager's evaluation of economic and market conditions and its assessment of the returns and potential for appreciation that can be achieved from various sectors of the fixed income market.
The corporate debt obligations in which the Fund may invest include bonds, notes, debentures, and commercial paper of US companies and, subject to
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the limitations described below, non-US companies. The Fund may also invest in a variety of securities that are issued or guaranteed as to the payment of principal and interest by the US government, and by various agencies or instrumentalities, which have been established or are sponsored by the US government, and, subject to the limitations described below, securities issued by foreign governments.
Additionally, the Fund may invest in mortgage-backed securities issued or guaranteed by the US government, its agencies or instrumentalities, government-sponsored corporations, and mortgage-backed securities issued by certain private, nongovernment entities. The Fund may also invest in securities that are backed by assets such as receivables on home equity and credit card loans, automobile, mobile home, recreational vehicle and other loans, wholesale dealer floor plans, and leases.
The Fund may invest up to 20% of its net assets in below-investment-grade securities (also known as high yield or "junk" bonds).
The Fund may also invest up to 30% of its net assets in foreign securities, including up to 10% of its net assets in securities of issuers located in emerging markets. The Fund's total non-US dollar currency exposure will be limited, in the aggregate, to no more than 10% of its net assets.
The Fund may use a wide range of derivatives instruments, typically including options, futures contracts, options on futures contracts, forward foreign currency contracts, and swaps. The Fund will use derivatives for both hedging and nonhedging purposes. For example, the Fund may invest in: futures and options to manage duration and for defensive purposes, such as to protect gains or hedge against potential losses in the portfolio without actually selling a security, or to stay fully invested; forward foreign currency contracts to manage foreign currency exposure; interest rate swaps to neutralize the impact of interest rate changes; credit default swaps to hedge against a credit event, to gain exposure to certain securities or markets, or to enhance total return; and index swaps to enhance return or to effect diversification. The Fund will not use derivatives for reasons inconsistent with its investment objective and will limit its investments in derivatives instruments to 20% of its net assets.
The Manager has appointed Nomura Corporate Research and Asset Management Inc. ("NCRAM") to serve as a sub-advisor for the Fund. NCRAM is responsible for the day-to-day investment
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the limitations described below, non-US companies. The Fund may also invest in a variety of securities that are issued or guaranteed as to the payment of principal and interest by the US government, and by various agencies or instrumentalities, which have been established or are sponsored by the US government, and, subject to the limitations described below, securities issued by foreign governments.
Additionally, the Fund may invest in mortgage-backed securities issued or guaranteed by the US government, its agencies or instrumentalities, government-sponsored corporations, and mortgage-backed securities issued by certain private, nongovernment entities. The Fund may also invest in securities that are backed by assets such as receivables on home equity and credit card loans, automobile, mobile home, recreational vehicle and other loans, wholesale dealer floor plans, and leases.
The Fund may invest up to 20% of its net assets in below-investment-grade securities (also known as high yield or "junk" bonds).
The Fund may also invest up to 30% of its net assets in foreign securities, including up to 10% of its net assets in securities of issuers located in emerging markets. The Fund's total non-US dollar currency exposure will be limited, in the aggregate, to no more than 10% of its net assets.
The Fund may use a wide range of derivatives instruments, typically including options, futures contracts, options on futures contracts, forward foreign currency contracts, and swaps. The Fund will use derivatives for both hedging and nonhedging purposes. For example, the Fund may invest in: futures and options to manage duration and for defensive purposes, such as to protect gains or hedge against potential losses in the portfolio without actually selling a security, or to stay fully invested; forward foreign currency contracts to manage foreign currency exposure; interest rate swaps to neutralize the impact of interest rate changes; credit default swaps to hedge against a credit event, to gain exposure to certain securities or markets, or to enhance total return; and index swaps to enhance return or to effect diversification. The Fund will not use derivatives for reasons inconsistent with its investment objective and will limit its investments in derivatives instruments to 20% of its net assets.
The Manager has appointed Nomura Corporate Research and Asset Management Inc. (NCRAM) to serve as a sub-advisor for the Fund. NCRAM is responsible for the day-to-day investment management of the portion of the Fund that invests
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management of the portion of the Fund that invests in high-yield, fixed income securities. The Manager may change this allocation at any time. NCRAM selects investments for its portion of the Fund based on NCRAM's own investment style and strategy.
The Fund's 80% policy is nonfundamental and may be changed without shareholder approval. Fund shareholders would be given at least 60 days' notice prior to any such change.
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in high-yield, fixed income securities. The Manager may change this allocation at any time. NCRAM selects investments for its portion of the Fund based on NCRAM's own investment style and strategy.
The Fund's 80% policy is nonfundamental and may be changed without shareholder approval. Fund shareholders would be given at least 60 days' notice prior to any such change.
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Principal Investment Risks. Investing in any mutual fund or ETF involves the risk that you may lose part or all of the money you invest. Over time, the value of your investment in a Fund will increase and decrease according to changes in the value of the securities in the Fund's portfolio. An investment in a Fund may not be appropriate for all investors. Each Fund's principal risks, as listed in their Prospectuses, are included below.
The risks associated with an investment in the Acquired Fund and the Acquiring Fund are identical, except that the Acquiring Fund is subject to certain risks unique to operating as an ETF. Below the principal risks for the Acquired Fund and Acquiring Fund are identified followed by a description of each risk.
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Acquired Fund
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Acquiring Fund
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Market risk
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Market risk
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Interest rate risk
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Interest rate risk
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Credit risk
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Credit risk
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High yield (junk) bond risk
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High yield (junk) bond risk
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Prepayment risk
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Prepayment risk
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Liquidity risk
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Liquidity risk
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Derivatives risk
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Derivatives risk
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Mortgage-backed and asset-backed securities risk
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Mortgage-backed and asset-backed securities risk
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Leveraging risk
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Leveraging risk
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Foreign risk
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Foreign risk
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Valuation risk
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Valuation risk
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Government and regulatory risk
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Government and regulatory risk
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Portfolio turnover risk
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Portfolio turnover risk
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Active management and selection risk
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Active management and selection risk
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ETF risk
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Authorized participants, market making and liquidity providers concentration risk
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Secondary market trading risk
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Shares may trade at prices other than NAV risk
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Market risk (Acquired Fund and Acquiring Fund) - The risk that all or a majority of the securities in a certain market - such as the stock or bond market - will decline in value because of factors such as adverse political or economic conditions, future expectations, investor confidence, or heavy institutional selling.
Interest rate risk (Acquired Fund and Acquiring Fund) - The risk that the prices of bonds and other fixed income securities will increase as interest rates fall and decrease as interest rates rise. Interest rate changes are influenced by a number of factors, such as government policy, monetary policy, inflation expectations, and the supply and demand of bonds. Bonds and other fixed income securities with longer maturities or duration generally are more sensitive to interest rate changes. A fund may be subject to a greater risk of rising interest rates when interest rates are low or inflation rates are high or rising.
Credit risk (Acquired Fund and Acquiring Fund) - The risk that an issuer of a debt security, including a governmental issuer or an entity that insures a bond, may be unable to make interest payments and/or repay principal in a timely manner.
High yield (junk) bond risk (Acquired Fund and Acquiring Fund) - The risk that high yield securities, commonly known as "junk bonds," are subject to reduced creditworthiness of issuers, increased risk of default, and a more limited and less liquid secondary market. High yield securities may also be subject to greater price volatility and risk of loss of income and principal than are higher-rated securities.
Prepayment risk (Acquired Fund and Acquiring Fund) - The risk that the principal on a bond that is held by a fund will be prepaid prior to maturity at a time when interest rates are lower than what that bond was paying. A fund may then have to reinvest that money at a lower interest rate.
Liquidity risk (Acquired Fund and Acquiring Fund) - The possibility that investments cannot be readily sold within seven calendar days at approximately the price at which a fund has valued them.
Derivatives risk (Acquired Fund and Acquiring Fund) - Derivatives contracts, such as futures, forward foreign currency contracts, options, and swaps, may involve additional expenses (such as the payment of premiums) and are subject to significant loss if a security, index, reference rate, or other asset or market factor to which a derivatives contract is associated, moves in an unanticipated direction. When used for hedging, the change in value of the derivatives instrument may also not correlate specifically with the currency, rate, or other risk being hedged, in which case a fund may not realize the intended benefits. Derivatives contracts are also subject to the risk that the counterparty may fail to perform its obligations under the contract due to, among other reasons, financial difficulties (such as a bankruptcy or reorganization).
Mortgage-backed and asset-backed securities risk (Acquired Fund and Acquiring Fund) - Mortgage-backed and asset-backed securities, like other fixed income securities, are subject to credit risk and interest rate risk, and may also be subject to prepayment risk and extension risk. Prepayment risk is the risk that the principal on mortgage-backed or asset-backed securities may be prepaid at any time, which will reduce the yield and market value of the securities and may cause the fund to reinvest the proceeds in lower yielding securities. Extension risk is the risk that principal on mortgage-backed or asset-backed securities will be repaid more slowly than expected, which may reduce the proceeds available for reinvestment in higher yielding securities. In addition, mortgage-backed and asset-backed securities may decline in value, become more volatile, face difficulties in valuation, or experience reduced liquidity due to changes in interest rates or general economic conditions. Certain mortgage-backed or asset-backed securities, such as collateralized mortgage obligations, real estate mortgage investment conduits, and stripped mortgage-backed securities, may be more susceptible to these risks than other mortgage-backed, asset-backed, or fixed-income securities.
Leveraging risk (Acquired Fund and Acquiring Fund) - The risk that certain portfolio transactions, such as reverse repurchase agreements, short sales, loans of portfolio securities, and the use of when-issued, delayed delivery or forward commitment transactions, or derivatives instruments, may give rise to leverage, causing a fund to be more volatile than if it had not been leveraged, which may result in increased losses to the fund.
Foreign risk (Acquired Fund and Acquiring Fund) - The risk that investments in foreign securities (particularly those of issuers in emerging markets) may be adversely affected by political instability, changes in currency exchange rates, inefficient markets and higher transaction costs, foreign economic conditions, the imposition of economic or trade sanctions, or inadequate or different regulatory and accounting standards. Where all or a portion of a fund's underlying securities trade in a market that is closed when the market in which the fund's shares are listed and trading is open, there may be differences between the last quote from the security's closed foreign market and the value of the security during the fund's domestic trading day. This in turn could lead to differences between the market price of a fund's shares and the underlying value of those shares.
Valuation risk (Acquired Fund and Acquiring Fund) - The risk that a less liquid secondary market may make it more difficult for a fund to obtain precise valuations of certain securities in its portfolio.
Government and regulatory risk (Acquired Fund and Acquiring Fund) - The risk that governments or regulatory authorities may take actions that could adversely affect various sectors of the securities markets and affect fund performance.
Portfolio turnover risk (Acquired Fund and Acquiring Fund) - High portfolio turnover rates may increase a fund's transaction costs and lower returns.
Active management and selection risk (Acquired Fund and Acquiring Fund) - The risk that the securities selected by a fund's management will underperform the markets, the relevant indices, or the securities selected by other funds with similar investment objectives and investment strategies. The securities and sectors selected may vary from the securities and sectors included in the relevant index.
ETF risk (Acquiring Fund) - The Acquiring Fund is an ETF, and, as a result of an ETF's structure, it is exposed to the following risks: "Authorized participants, market makers and liquidity providers concentration risk," "Cash transactions risk," "Secondary market trading risk" and "Shares may trade at prices other than NAV risk."
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Authorized participants, market makers and liquidity providers concentration risk - Only authorized participants ("APs") may engage in creation or redemption transactions directly with the Acquiring Fund. The Acquiring Fund has a limited number of financial institutions that are institutional investors and may act as APs. In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace, and they have no obligation to submit creation or redemption orders. To the extent either of the following events occur, the Acquiring Fund's shares may trade at a material discount to net asset value ("NAV") and possibly face delisting: (i) APs exit the business or otherwise become unable to process creation and/or redemption orders and no other APs step forward to perform these services, or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions. These events, among others, may lead to the Acquiring Fund's shares trading at a premium or discount to NAV. A diminished market for an ETF's shares substantially increases the risk that a shareholder may pay considerably more or receive significantly less than the underlying value of the ETF shares bought or sold.
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Cash transactions risk - The Acquiring Fund may effect some or all of its creations and redemptions for cash, rather than in-kind securities. As a result, the Acquiring Fund may have to sell portfolio securities at inopportune times in order to obtain the cash needed to meet redemption orders. This may cause the Acquiring Fund to sell a security and recognize a capital gain or loss that might not have been incurred if it had made a redemption in-kind. The use of cash creations and redemptions may also cause the Acquiring Fund's shares to trade in the market at wider bid-ask spreads or greater premiums or discounts to the Acquiring Fund's NAV.
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Secondary market trading risk - Although the Acquiring Fund's shares are listed on a national securities exchange, NYSE Arca ("Exchange"), and may be traded on U.S. exchanges other than the Exchange, there can be no assurance that an active or liquid trading market for them will develop or be maintained. In addition, trading in the Acquiring Fund's shares on the Exchange may be halted. An exchange or market may also issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Acquiring Fund's creation/redemption process or affect the price at which shares trade in the secondary market.
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Shares may trade at prices other than NAV risk - As with all ETFs, shares of the Acquiring Fund may be bought and sold in the secondary market at market prices. The Acquiring Fund's NAV is calculated at the end of each business day and fluctuates with changes in the market value of the Acquiring Fund's holdings, while the trading price of the shares fluctuates continuously throughout trading hours on the Exchange, based on both the relative market supply of, and demand for, the shares and the underlying value of the Acquiring Fund's holdings. As a result, although it is expected that the market price of the Acquiring Fund's shares will approximate the Acquiring Fund's NAV, there may be times when the market price of the Acquiring Fund's shares is more than the NAV intra-day (premium) or less than the NAV intra-day (discount). This risk is heightened in times of market volatility or periods of steep market declines.
Fundamental Investment Restrictions. The Funds have adopted identical fundamental investment restrictions, which cannot be changed without approval of a 1940 Act majority vote, as discussed below. The Funds' fundamental investment restrictions are detailed below. Please see each Fund's SAI.
The following, set forth in their entirety, are the Funds' fundamental investment restrictions, which cannot be changed without the requisite shareholder approval for the affected Fund. For this purpose, shareholder approval for a Fund means the approval, at a meeting of Fund shareholders, by the lesser of (1) 67% or more of the Fund's voting securities present in person or by proxy at a meeting, if the holders of more than 50% of the Fund's outstanding voting securities are present in person or by proxy or (2) more than 50% of the Fund's outstanding voting securities. Except for the limitation on borrowing, the percentage limitations contained in the restrictions and policies set forth herein apply at the time of purchase of securities. Subsequent changes in value that result from market fluctuations generally will not require a Fund to sell any portfolio security to comply with these limitations.
Each Fund shall not:
1. Make investments that will result in the concentration (as that term may be defined in the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof) of its investments in the securities of issuers primarily engaged in the same industry, provided that this restriction does not limit the Fund from investing in obligations issued or guaranteed by the U.S. government, its agencies, or instrumentalities; or tax-exempt obligations.
2. Borrow money or issue senior securities, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit.
3. Underwrite the securities of other issuers, except that the Fund may engage in transactions involving the acquisition, disposition, or resale of its portfolio securities, under circumstances where it may be considered an underwriter under the Securities Act of 1933, as amended (the "1933 Act").
4. Purchase or sell real estate, unless acquired as a result of ownership of securities or other instruments, and provided that this restriction does not prevent the Fund from investing in issuers which invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein.
5. Purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities.
6. Make personal loans or loans of its assets to persons who control or are under common control with the Fund, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. This restriction does not prevent the Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker/dealers or institutional investors, or investing in loans, including assignments and participation interests.
Nonfundamental Investment Restrictions. In addition to the fundamental investment policies and investment restrictions described above, and the various general investment policies described in each Fund's Prospectuses, each Fund will be subject to the following investment restriction, which is considered nonfundamental and may be changed by the Board without shareholder approval:
Each Fund may not invest more than 15% of its net assets in securities that it cannot sell or dispose of in the ordinary course of business within seven days at approximately the value that the Fund has valued the investment.
For purposes of each Fund's concentration policy, each Fund intends to comply with the SEC staff position that securities issued or guaranteed as to principal and interest by any single foreign government are considered to be securities of issuers in the same industry or group of industries. In applying each Fund's policy on concentration (i.e., investing more than 25% of its net assets in the securities of issuers primarily engaged in the same industry): (i) utility companies will be divided according to their services, for example, gas, gas transmission, electric, and telephone will each be considered a separate industry; (ii) financial service companies will be classified according to the end users of their services; for example, automobile finance, bank finance, and diversified finance will each be considered a
separate industry; (iii) asset-backed securities ("ABS") will be classified according to the underlying assets securing such securities; and (iv) the information technology sector will be divided into various sub-categories (e.g., commercial services, computers, diversified financial services, Internet, semiconductors, software, and telecommunications).
Except for each Fund's policy with respect to borrowing, any investment restriction or limitation that involves a maximum percentage of securities or assets shall not be considered to be violated unless an excess over the percentage occurs immediately after an acquisition of securities or a utilization of assets and such excess results therefrom.
Comparison of the Funds' Portfolio Turnover
Each Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Total Annual Fund Operating Expenses or in the Example, affect Fund performance. Because the Acquiring Fund has not yet commenced operations, no portfolio turnover rate is available for the Acquiring Fund.
During the fiscal years ended December 31, 2024 and December 31, 2025, the Acquired Fund's portfolio turnover rate was 157% and 233%, respectively.
INFORMATION ABOUT THE FUNDS
What are the fees and expenses of each Fund and what are the anticipated fees and expenses after the Reorganization?
The Acquiring Fund's total expense ratio is expected to be lower than the Acquired Fund after taking into consideration any fees waived and/or expenses reimbursed pursuant to expense limitation agreements agreed to by DMC, and, therefore, the Acquiring Fund is expected to experience lower overall expenses as compared to the Acquired Fund. For accounting and financial information purposes, the Acquired Fund will be the accounting survivor of the Reorganization.
Shareholders of the Funds pay various fees and expenses, either directly or indirectly. The tables below show the fees and expenses that you would pay if you were to buy, hold or sell shares of each Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. The fees and expenses in the tables appearing below are based on the expenses of the Acquired Fund as of the dates indicated and the anticipated expenses of the Acquiring Fund during their first year of operation. The fee tables do not reflect the costs associated with the Reorganization. The tables also show the pro forma expenses of the combined Acquiring Fund after giving effect to the Reorganization on the Reorganization Date (currently anticipated to occur on or about February 19, 2027), based on pro forma net assets anticipated immediately following the Reorganization Date. Pro forma numbers are estimated in good faith and are hypothetical. Pro forma numbers reflect the potential liquidation of significant percentage of Acquired Fund shareholders associated with the Reorganization, but do not reflect cash paid in lieu of fractional Acquiring Fund shares. Actual expenses may vary significantly. You will not pay any sales load, contingent deferred sales charge, brokerage commission, redemption fee, or other transaction fee in connection with the receipt of ETF shares from the Reorganization.
The table below shows shareholder fees of each class of each Fund in order to give shareholders an indication of how their historical fees will change upon reorganization of the Fund into an ETF.
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Shareholder Fees
(fees paid directly from your investment)
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Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
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Class
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Maximum Sales Charge (Load) Imposed on Purchases
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Maximum Deferred Sales Charge (Load)
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Management Fees
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Distribution and/or Service (12b-1) Fees
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Other Expenses
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Acquired Fund Fees and Expenses
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Total Annual Fund Operating Expenses
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Fee Waivers and Expense Reimbursement
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Total Annual Operating Expenses After Fee Waivers and Expense Reimbursements
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Nomura Limited-Term Diversified Income Fund as of 6/30/26
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Class A
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2.75%*
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None1
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0.49%
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0.25%**
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[0.20]%
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[0.01]%2
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[0.95]%3
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([0.30])%4
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[0.65]%
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Class C
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None
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1.00%*, 1
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0.49%
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1.00%**
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[0.20]%
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[0.01]%2
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[1.70]%3
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([0.30])%4
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[1.40]%
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Institutional Class
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None
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None
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0.49%
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None
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[0.20]%
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[0.01]%2
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[0.70]%3
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([0.30])%4
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[0.40]%
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Class R
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None
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None
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0.49%
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0.50%**
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[0.20]%
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[0.01]%2
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[1.20]%3
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([0.30])%4
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[0.90]%
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Class R6
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None
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None
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0.49%
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None
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[0.11]%5
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[0.01]%2
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[0.61]%3
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([0.30])%4
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[0.31]%
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Nomura Limited-Term Diversified Income ETF
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None
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None
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[0.29]%
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None
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0.14%6
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0.01%2
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0.44%3
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(0.14)%7
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[0.30]%
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Pro Forma
Nomura Limited-Term Diversified Income ETF
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None
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None
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[0.29]%
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None
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0.14%6
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0.01%2
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0.44%3
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(0.14)%7
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[0.30]%
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*[In connection with the Reorganization, beginning on [September 1], 2026, no sales charges were imposed on purchases of Class A shares of the Acquired Fund, and no CDSC are imposed on redemptions of Class A or Class C shares of the Funds.
** In connection with the Reorganization, beginning on [September 1], 2026, no 12b-1 fees were imposed on purchases of Class A, Class C, or Class R shares of the Acquired Fund.
1 For Class A shares, a 0.75% contingent deferred sales charge (CDSC) is only imposed on certain Class A shares that are purchased at net asset value (NAV) for $1 million or more that are subsequently redeemed within 18 months of purchase. For Class C shares, a 1% CDSC applies to redemptions within 12 months of purchase.
2 Acquired fund fees and expenses sets forth the Fund's pro rata portion of the cumulative expenses charged by the registered investment companies in which the Fund invested during the last fiscal year. The actual acquired fund fees and expenses will vary with changes in the allocations of the Fund's assets. These expenses are not direct costs paid by Fund shareholders, and are not used to calculate the Fund's NAV.
3 The Total annual fund operating expenses ratio shown above does not correlate to the expense ratio shown in the Financial Highlights table because that ratio does not include the acquired fund fees and expenses.
4 The Acquired Fund's investment manager, DMC, has contractually agreed to waive all or a portion of its investment advisory fees and/or pay/reimburse expenses (excluding any 12b-1 fees, acquired fund fees and expenses, taxes, interest, short sale dividend and interest expenses, brokerage fees, certain insurance costs, and nonroutine expenses or costs, including, but not limited to, those relating to reorganizations, litigation, conducting shareholder meetings, and liquidations) in order to prevent total annual fund operating expenses from exceeding 0.39% of the Fund's average daily net assets for all share classes other than Class R6, and 0.30% of the Fund's Class R6 shares' average daily net assets from April 30, 2026 through April 29, 2027. These waivers and reimbursements may only be terminated by agreement of the Manager and the Acquired Fund.
5 "Other expenses" account for Class R6 shares not being subject to certain expenses as described further in the section of the Acquired Fund's Prospectus entitled "Choosing a share class."
6 Other expenses are based on estimated amounts for the current fiscal year.
7 The Acquiring Fund's investment manager, DMC, has contractually agreed to waive all or a portion of its investment advisory fees and/or pay/reimburse expenses (excluding any 12b-1 fees, acquired fund fees and expenses, taxes, interest, short sale dividend and interest expenses, brokerage fees, certain insurance costs, and nonroutine expenses or costs, including, but not limited to, those relating to reorganizations, litigation, conducting shareholder meetings, and liquidations) in order to prevent total annual fund operating expenses from exceeding 0.29% of the Acquiring Fund's average daily net assets from the Reorganization Date to at least two years after the Reorganization Date. These waivers and reimbursements may only be terminated by agreement of the Manager and the Acquiring Fund.]
How can I compare the costs of investing in shares of the Acquired Fund with the cost of investing in shares of the Acquiring Fund?
The examples below are intended to help you compare the costs of investing in Acquired Fund shares with the cost of investing in Acquiring Fund shares of the comparable class, both before and after the Reorganization. In addition, the examples show expenses for Class C shares, assuming those shares were not sold at the end of those periods, and separately, assuming those shares were redeemed at the end of those periods. The examples also assume that you invest $10,000 in a Fund for the time periods indicated and then sell all of your shares at the end of those periods. In addition, the examples assume that your investment has a 5% return each year and reflect the Manager's applicable expense waivers and reimbursements for the 1-year contractual period and the total operating expenses without waivers for years 2 through 10 for the Acquired Fund and the Manager's applicable expense waivers and reimbursements for the 2-year contractual period and the total operating expenses without waivers for years 3 through 10 for the Acquiring Fund. Any investment advisory fee waiver for the Acquiring Fund after the Reorganization is only reflected in the examples through the waiver period. Pro forma numbers are estimated in good faith and are hypothetical. Pro forma numbers reflect the potential liquidation of a significant percentage of Acquired Fund shareholders associated with the Reorganization, but do not reflect cash paid in lieu of fractional Acquiring Fund shares. Although your actual costs may be higher or lower, based on these assumptions, the costs would be:
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1 Year
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3 Years
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5 Years
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10 Years
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Acquired Fund
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Class A
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$[340]
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$[540]
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$[758]
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$[1,383]
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Class C (if not redeemed)
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$[143]
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$[506]
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$[895]
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$[1,984]
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Class C
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$[243]
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$[506]
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$[895]
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$[1,984]
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Class R
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$[92]
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$[351]
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$[631]
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$[1,428]
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Institutional Class
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$[41]
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$[194]
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$[360]
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$[842]
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Class R6
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$[32]
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$[165]
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$[310]
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$[734]
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Acquiring Fund
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$31
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$112
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$218
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$527
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Pro Forma Acquired Fund into Acquiring Fund
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$31
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$112
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$218
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$527
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What are the general tax consequences of the Reorganization?
The Reorganization is intended to qualify as a tax-free reorganization for federal income tax purposes and the delivery of a legal opinion to that effect is a condition of closing of the Reorganization (although there can be no assurance that the Internal Revenue Service ("IRS") will adopt a similar position). This means that, subject to the limited exceptions described below under the heading "What are the tax consequences of the Reorganization?," Acquired Fund shareholders will not recognize any gain or loss for federal income tax purposes as a result of the exchange of all of their Acquired Fund shares for Acquiring Fund shares pursuant to the Reorganization, except with respect to cash received in lieu of fractional shares, if any. Prior to the closing of the Reorganization, the Acquired Fund will seek to distribute to its shareholders, in one or more distributions, all of its income and gains (net of available capital loss
carryovers) not previously distributed for taxable years ending on or prior to the date of closing of the Reorganization. Shareholders may have a tax liability as a result of such distribution(s). You should consult your tax advisor regarding the effect, if any, of the distribution(s) and Reorganization in light of your individual circumstances. You should also consult your tax advisor about the state and local tax consequences of the Reorganization, or any federal taxes other than income taxes, if any, because the information about tax consequences in this document relates to the federal income tax consequences of the Reorganization only. For more information, please see the section "What are the tax consequences of the Reorganization?" below.
Who manages the Funds?
Each Fund is governed by its respective Board, which is responsible for overseeing all the business activities of the Fund. Each Board is comprised of the same individuals.
The Funds' investment manager is DMC, located at 100 Independence, 610 Market Street, Philadelphia, PA 19106-2354. DMC is a series of Nomura Investment Management Business Trust ("NIMBT"), which is a Delaware statutory trust and SEC-registered investment adviser. Nomura Asset Management is part of the Investment Management Division of the Nomura Group, providing integrated public and private market asset management services across equities, fixed income, private credit and multi-asset solutions to intermediary and institutional clients. Nomura Asset Management primarily operates through several distinct investment managers, which includes NIMBT and its DMC series. DMC makes investment decisions for the Funds, manages the Funds' business affairs, and provides daily administrative services.
Employees of the DMC's affiliates outside the U.S. participate in the management of certain funds as "associated persons" of the Manager under the Manager's oversight, in accordance with SEC guidance as to "participating affiliate" arrangements. These associated persons may, on behalf of the Manager, provide discretionary investment management services, trading, research and related services directly or indirectly to a Fund.
The Acquired Fund currently pays or will pay DMC an advisory fee based on a percentage of average daily net assets. The management fee for each Fund is as follows:
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Fund
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Aggregate
Management Fee
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Nomura Limited-Term Diversified Income Fund (Acquired Fund)
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0.49%
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Nomura Limited-Term Diversified Income ETF (Acquiring Fund)
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0.29%
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During the twelve-month period ended April 30, 2026 for the Acquired Fund paid DMC the following effective management fees (net of waivers):
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Fund
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Aggregate
Management Fee
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Nomura Limited-Term Diversified Income Fund (Acquired Fund)
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0.29%
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The Acquiring Fund has no operational history and therefore no effective annual advisory fees to report.
A discussion of the basis for the Acquired Fund Board's approval of the Acquired Fund's investment advisory contract is available in the Acquired Fund's financial statement and other information filed with the SEC on Form N-CSR (
Nomura Limited-Term Diversified Income Fund) for the applicable fiscal year or period and is available on the Acquired Fund's website.
A discussion of the basis for the Acquiring Fund Board's approval of the Acquiring Fund's investment advisory agreement will be available in the financial statements and other information filed with the SEC on Form N-CSR for the Acquiring Fund and on the Acquiring Fund's websites.
Sub-Advisor
NCRAM serves as a sub-advisor to Acquired Fund and the Acquiring Fund. The Sub-Advisor's registered office is located at 309 West 49th Street, New York, NY, 10019. NCRAM is responsible for the day-to-day investment management of the portion of the Acquired Fund and the Acquiring Fund that invests in high-yield fixed income securities. DMC may change this allocation at any time. The Sub-Advisor selects investments for its portion of the Acquired Fund and the Acquiring Fund based on its own investment style and strategy. When a portfolio management team from the Sub-Advisor is allocated a specific portion of the Acquired Fund and the Acquiring Fund's assets to manage, it will receive a fee from the Adviser for its investment management services.
Portfolio Managers of the Funds
The same individuals currently responsible for the day-to-day portfolio management of Acquired Fund will continue to be responsible for the day-to-day portfolio management of the Acquiring Fund.
Each Fund's portfolio management teams are composed as follows:
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Funds
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Portfolio Managers
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Nomura Limited-Term Diversified Income Fund (Acquired Fund)
Nomura Limited-Term Diversified Income ETF (Acquiring Fund)
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Delaware Management Company
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Janaki Rao, Managing Director, Head of US Multisector.
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Kashif Ishaq, Managing Director, Senior Portfolio Manager.
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Mansur Rasul, Executive Director, Head of Emerging Markets Debt.
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Further information on the Funds' portfolio management teams is available in the Funds' respective prospectuses and statements of additional information.
Manager of Managers Structure
The Funds and the Manager have received an exemptive order from the SEC to operate under a manager of managers structure that permits the Manager, with the approval of the respective Fund's Board, to appoint and replace both affiliated and unaffiliated sub-advisors, and to enter into and make material amendments to the related sub-advisory contracts on behalf of the Funds without shareholder approval (Manager of Managers Structure). Under the Manager of Managers Structure, the Manager has ultimate responsibility, subject to oversight by the Board, for overseeing the Funds' sub-advisors and recommending to the Board their hiring, termination, or replacement.
The Manager of Managers Structure enables the Funds to operate with greater efficiency and without incurring the expense and delays associated with obtaining shareholder approvals for matters relating to sub-advisors or sub-advisory agreements. The Manager of Managers Structure does not permit an increase in the overall management and advisory fees payable by the Funds without shareholder approval. Shareholders will be notified of the hiring of any new sub-advisor within 90 days of the hiring.
The Funds and the Manager also have an exemptive order from the SEC that allows the approval of a new sub-advisor to be taken at a Board of Trustees meeting held via any means of communication that allows the Trustees to hear each other simultaneously during the meeting.
How do the performance records of the Funds compare?
The Acquiring Fund is a newly formed "shell" fund that has not yet commenced operations, and therefore will have no performance history prior to the Reorganization. The Acquiring Fund has been organized solely in connection with the Reorganization to acquire all of the assets and liabilities of the Acquired Fund and continue the business of the Acquired Fund. Therefore, after the Reorganization, the Acquired Fund will be the "accounting survivor." This means that the Acquiring Fund will adopt the historical investment performance and returns of the Institutional Class shares of the Acquired Fund. The Acquired Fund's past performance is not necessarily an indication of how the Acquiring
Fund will perform in the future.
The historical performance of the Acquired Fund, which will be adopted by the Acquiring Fund, is included in the Acquired Fund's Prospectus, which is incorporated herein by reference, and is also shown below.
The average annual total returns for each share class of the Acquired Fund, without any applicable sales charges and before taxes, as of December 31, 2025, are shown below. The bar charts and tables below provide some indication of the risks of investing in the Funds. The bar charts show changes in the Acquired Fund's performance from year to year and the table shows how the Acquired Fund's average annual total returns for the 1-, 5-, and 10-year periods compare with those of a broad measure of market performance and an additional index with characteristics relevant to the Fund. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. The returns reflect any expense caps in effect during these periods. The returns would be lower without the expense caps. You may obtain the Fund's most recently available month-end performance by calling 800 523-1918 or by visiting our website at nomuraassetmanagement.com/performance.
Calendar year-by-year total return (Class A)
As of June 30, 2026, the Fund's Class A shares had a calendar year-to-date return of 0.93%. During the periods illustrated in this bar chart, Class A's highest quarterly return was 3.31% for the quarter ended June 30, 2020, and its lowest quarterly return was -2.70% for the quarter ended March 31, 2022. The maximum Class A sales charge of 2.75%, which is normally deducted when you purchase shares, is not reflected in the highest/lowest quarterly returns or in the bar chart. If this fee were included, the returns would be less than those shown. The average annual total returns in the table below do include the sales charge.
Average annual total returns for periods ended December 31, 2025
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1 year
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5 years
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10 years or lifetime
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Class A return before taxes
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2.25%
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1.34%
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1.87%
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Class A return after taxes on distributions
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0.61%
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0.06%
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0.80%
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Class A return after taxes on distributions and sale of Fund shares
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1.31%
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0.46%
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0.96%
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Class C return before taxes
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3.33%
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1.10%
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1.33%
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Class R return before taxes
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4.86%
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1.60%
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1.82%
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Institutional Class return before taxes
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5.38%
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2.11%
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2.34%
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Class R6 return before taxes (lifetime: 5/1/17-
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5.47%
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2.18%
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2.34%
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12/31/25)
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Bloomberg US Aggregate Index (reflects no deduction for fees, expenses, or taxes)
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7.30%
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-0.36%
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2.01%
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Bloomberg 1-3 Year US Government/Credit Index (reflects no deduction for fees, expenses, or
taxes)
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5.35%
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1.97%
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2.09%
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After-tax performance is presented only for Class A shares of the Fund. The after-tax returns for other Fund classes may vary. Actual after-tax returns depend on the investor's individual tax situation and may differ from the returns shown. After-tax returns are not relevant for shares held in tax-advantaged investment vehicles such as employer-sponsored 401(k) plans and individual retirement accounts (IRAs). The after-tax returns shown are calculated using the highest individual federal marginal income tax rates in effect during the periods presented and do not reflect the impact of state and local taxes.
Where can I find more financial information about the Funds?
Additional financial information for the most recent fiscal periods can be found in the Acquired Fund's shareholder reports and annual and semi-annual Financial Statements and other information filed with the SEC on Form N-CSR. These documents have been filed with the SEC and are available, free of charge, by (i) calling toll-free at 800-523-1918, (ii) accessing the documents at the Acquired Fund's website at nomuraassetmanagement.com, or (iii) writing to the Acquired Fund at the address listed above. In addition, these documents may be obtained from the EDGAR database on the SEC's Internet site at http://www.sec.gov. You also may obtain this information upon payment of a duplicating fee, by e-mailing the SEC at the following address:
[email protected].
Because the Acquiring Fund has not yet commenced operations, no financial statements are available for them.
What are other key features of the Funds?
Investment Advisory Agreement and Fees. DMC is the investment advisor of each Fund. DMC has entered into substantially similar investment advisory agreements relating to each Fund.
The current Investment Advisory Agreement for the Acquired Fund (the "Current Investment Advisory Agreement") is substantially similar to the proposed new Investment Advisory Agreement for the Acquiring Fund (the "New Investment Advisory Agreement"), except that the New Investment Advisory Agreement includes provisions to accommodate ETFs and the ETF expense structure.
The Trusts and DMC may share common resources, such as legal and accounting personnel. Expenses related to such common resources will be allocated to each Trust and DMC based on DMC's expense allocation methodology. Following the Reorganization, the Acquiring Fund will continue to be responsible for their portion of these expenses.
In addition, the investment advisory fees differ. The investment advisory fees as a percentage of each Fund's average daily net assets are set forth below:
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Acquired Fund
Investment Advisory Fee
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Acquiring Fund
Investment Advisory Fee
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0.50% on the first $500 million;
0.475% on the next $500 million;
0.45% on the next $1.5 billion;
0.425% on the average daily assets in excess of $2.5 billion
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0.29% of net assets
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It is anticipated that, with waivers, the Acquiring Fund's total annual fund operating expenses will decrease and Acquired Fund shareholders annual fund operating expenses will be lower than the current Acquired Fund expenses for at least two years after the Reorganization. These waivers will be in place for the contractual period described above in "Information About the Funds - What are the fees and expenses of each Fund and what are the anticipated fees and expenses after the Reorganization?", and decreased or unchanged expenses, as applicable, may not continue beyond this contractual period. As of July 31, 2026, the Nomura Limited-Term Diversified Income Fund had approximately $611,548,434 in assets. The Nomura Limited-Term Diversified Income ETF is newly organized for the purpose of the Reorganization.
REASONS FOR THE REORGANIZATION
At a meeting of the Boards of Trustees of each Trust (collectively, the "Board") held on [August 11-12], 2026 (the "Board Meeting"), DMC recommended to the Board, on behalf of the Acquired Fund and the Acquiring Fund, that they approve the Reorganization. DMC recommended the Reorganization because of certain benefits associated with the ETF structure, which DMC believes will better serve the interests of shareholders. These benefits include lower expenses, increased trading flexibility, liquidity, transparency, lower portfolio transaction costs[, and the potential for tax efficiency]. In addition, DMC believes that the Reorganization presents attractive opportunities for growth for the Acquired Fund. By converting the Acquired Fund to an ETF, DMC seeks to reverse the long-term net redemption activity in the Acquired Fund, which would benefit shareholders by providing a larger asset base to spread fixed costs.
DMC provided detailed information to the Board about the Reorganization including about: (1) the benefits of an ETF structure and the appeal to investors of offering the investment strategy of the Acquired Fund as an ETF; (2) the investment objectives, principal investment strategies, fundamental investment policies and risks of the Funds; (3) current and future estimated fees and expenses of the Funds; (4) comparative investment performance of the Acquired Fund versus certain peer ETFs; (5) the same management team providing services before and after the Reorganization; (6) the rationale for the Reorganization, including contemplated benefits and costs; (7) allocation of Reorganization expenses two-thirds to the Acquired Fund and one-third to DMC; and (8) federal income tax consequences of the Reorganization (e.g., capital loss carryforwards) for the Funds' shareholders. DMC represented to the Board that it believes the Reorganization is in the best interest of the applicable Funds and the Reorganization will not result in the dilution of the interests of the shareholders of the applicable Funds. The Independent Trustees also met separately with their legal counsel during the meeting.
Based upon their evaluation of the relevant information presented to them, the Board, on behalf of each Fund, including a majority of the Independent Trustees of each, determined the Reorganization would be in the best interests of each Fund and that the interests of existing shareholders of each Fund would not be diluted as a result of effecting the Reorganization. The determination to approve the Reorganization was made separately and on the basis of each Trustee's business judgment after consideration of all of the factors deemed relevant to the Trustee taken as a whole, though individual Trustees may have placed different weights on various factors and assigned different degrees of materiality to various conclusions.
In approving the Plan and the Reorganization separately, the key factors (whether positive or negative) that the Board considered based upon the information described above are outlined below:
●
The benefits of an ETF structure including lower fees, increased trading flexibility, liquidity, transparency, lower portfolio transaction costs, and the potential for tax efficiencies.
●
The investment strategy of the Acquired Fund should be appealing to investors as an ETF due to the benefits of the ETF structure, and Management expects the converted ETFs would provide further opportunity for asset growth.
●
The Acquiring Fund and the Acquired Fund share identical investment objectives, identical principal investment strategies and principal risks (except for the risks associated with an ETF's structure), and identical fundamental investment restrictions.
●
The Acquiring Fund and the Acquired Fund will have the same portfolio management teams, including NCRAM serving as sub-advisor for the Acquiring Fund and for the Acquired Fund currently.
●
The Acquiring Fund's overall net expense ratio is expected to be lower than the overall net expense
ratios of each share class of the Acquired Fund following the Reorganization after taking into account applicable expense limitation arrangements for the Acquired Fund and Acquiring Fund.
●
The Acquiring Fund's expense limitation agreement will remain in place for an initial period of two years following the Reorganization.
●
Shareholders of the Acquired Fund are expected to benefit from the potential for greater tax efficiency with the ETF structure, as ETFs generally experience fewer portfolio transactions than mutual funds due to the secondary market liquidity of the ETF structure.
●
Shareholders of the Acquired Fund must have a brokerage account that is permitted to hold ETF shares in order to receive shares of the Acquiring Fund. The Acquiring Fund has engaged a stock transfer agent to hold Acquiring Fund shares for the Acquired Fund shareholders who do not have an appropriate brokerage accounts at the time of the Reorganization to provide one (1) year from the date of the Reorganization for such shareholders to establish brokerage accounts.
●
The performance of the Institutional Class of the Acquired Fund for the one- and three-year periods ended May 31, 2026.
●
Management represented that the Reorganization will be effected on the basis of the net asset value per share of each share class of the Acquired Fund and will not result in the dilution of the interests of shareholders of any Fund.
●
The Acquired Fund will pay two-thirds of the total costs of the Reorganization, and DMC will pay one-third of the costs of the Reorganization.
●
The Reorganization will be effected on a tax-free basis for U.S. federal income tax purposes.
●
The Acquiring Fund does not issue fractional shares and therefore, for all Acquired Fund shareholders who hold fractional shares, those shares of the Acquired Fund will be redeemed at NAV immediately prior to the Reorganization and result in a small cash payment, which will be taxable.
●
Acquired Fund shareholders who are unable or do not wish to become shareholders of the Acquiring Fund will have an opportunity to sell or transfer their Acquired Fund shares before the Reorganization, which would likely be a taxable event for those shareholders and result in realized gains that would be a taxable event.
The Board also considered potential alternatives to the Reorganization, such as adding an ETF share class to the Acquired Fund, maintaining the Acquired Fund as a standalone investment option, reorganizing into other Nomura Funds, and the liquidation of the Acquired Fund. The Board considered the related potential costs and benefits (including, for example, whether the Fund would pay for the cost of liquidation and all shareholders would potentially be subject to increased tax liability).
The Board also considered that it is a condition to the closing of the Reorganization that the Funds receive an opinion of counsel substantially to the effect that the exchange of shares pursuant to the Plan would not result in a taxable gain or loss for US federal income tax purposes for shareholders of the Funds.
INFORMATION ABOUT THE REORGANIZATION AND THE PLAN
This is only a summary of the Plan. For more information on the Plan, you should read the Form of Plan, which is attached as Exhibit A to this Information Statement/Prospectus and is incorporated herein by reference.
How will the Reorganization be carried out?
The Reorganization will take place after the parties to the Plan satisfy various conditions. On the Closing Date (as defined in the Plan), the Acquired Fund will deliver to the Acquiring Fund all of its Assets, and the Acquiring Fund will assume all obligations and liabilities not discharged by the Acquired Fund, including all liabilities relating to operations prior to the closing of the Reorganization. In exchange, the Acquired Trust, on behalf of the Acquired Fund, will receive Acquiring Fund shares to be distributed pro rata to the Acquired Fund's shareholders (and cash in lieu of any fractional shares). The value of the Assets to be delivered to the Acquiring Fund shall be the value of such assets computed as of the close of business of the New York Stock Exchange, Inc. ("NYSE") (normally 4:00pm, ET) on the Closing Date ( "Valuation Date"). The value of the Acquired Fund's net Assets to be acquired by the Acquiring
Fund hereunder shall be computed as of close of business on the Valuation Date using the valuation procedures set forth in the Acquired Fund's currently effective Prospectus and SAI.
The stock transfer books of the Acquired Fund will be permanently closed immediately after the finalization of the Fund's net asset value on the Closing Date. The Acquired Fund will accept requests for redemption only if received in proper form before that time. Requests received after that time will be considered requests to redeem shares of the Acquiring Fund.
After shares of the Acquiring Fund are distributed to the Acquired Fund's shareholders, the Acquired Fund will be completely liquidated and dissolved. As a result of a Reorganization, you will cease to be a shareholder of the Acquired Fund and will become a shareholder of the Acquiring Fund, except as described under "Blocked Accounts." This exchange will occur on the Reorganization Date, which is the specific date on which the Reorganization takes place.
To the extent permitted by law, the Plan may be amended at the direction of the Board. The Plan may be terminated and the Reorganization abandoned at any time prior to the Closing Date as follows: (1) by mutual consent of the Acquired Trust, on behalf of the Acquired Fund and the Acquiring Trust, on behalf of the Acquiring Fund; (2) by the Acquiring Trust, on behalf of the Acquiring Fund, if any condition precedent to its obligations set forth in the Plan has not been fulfilled by the Acquired Trust, on behalf of the Acquired Fund, or waived by the Acquiring Trust, on behalf of the Acquiring Fund; or (3) by the Acquired Trust, on behalf of the Acquired Fund, if any condition precedent to its obligations set forth in the Plan has not been fulfilled by the Acquiring Trust, on behalf of the Acquiring Fund, or waived by the Acquired Trust, on behalf of the Acquired Fund.
Who will pay the expenses of the Reorganization?
The Acquired Fund will pay two-thirds of the costs of the Reorganization and one-third of the costs will be paid by DMC. Furthermore, the total costs of the Reorganization will be combined with the total costs of additional fund-to-ETF reorganizations for other Nomura Funds that are expected to occur around the same time as the Reorganization and that are described in other Information Statements/Prospectuses for those other Nomura Funds (together, the "Total Reorganization Costs"). The Total Reorganization Costs are estimated to be approximately $764,000 and will be split as follows: two thirds will be paid by all of the acquired funds, including the Acquired Fund, and one third will be paid by DMC. The share of the Total Reorganization Costs that will be paid by the acquired funds, including the Acquired Fund, will be allocated to each acquired fund based on its relative net assets. Based on the estimated Total Reorganization Costs and the Acquired Fund's net assets as of May 31, 2026, the costs anticipated to be allocated to the Acquired Fund are $98,283 (approximately 0.016% of its average net assets and $0.0013 per share).
Transaction costs relating to the disposition of Acquired Fund assets to raise cash to pay redemption proceeds to shareholders that are not eligible to hold shares of the Acquiring Fund are in addition to the anticipated costs associated with the Reorganization discussed above and will be paid by the Acquired Fund and are estimated to be $248,000- $645,000, which represents approximately 0.04%-0.11% of the Acquired Fund's net assets as of May 31, 2026 or $0.003-$0.008 per share. The Acquired Fund will pay the transaction costs. Actual amounts of transaction costs will vary depending on the percentage of shareholders that take such actions as to allow them to hold the Acquiring Fund. No other repositioning is anticipated in connection with the Reorganization, aside from that which occurs as part of the normal day-to-day management of the Funds' portfolios and in connection with shareholder purchases and redemptions.
If the Reorganization is not consummated, DMC will pay for the full costs associated with the Reorganization.
The costs of the Reorganization include, but are not limited to, professional fees, charges by service providers, and any costs related to the printing and mailing of this Information Statement/Prospectus. Transaction costs related to the disposition and acquisition of assets (including any disposition to raise cash to pay redemption proceeds) that are incurred in the ordinary course of business will not be considered costs of the Reorganization for this purpose.
What are the tax consequences of the Reorganization?
The following is a general summary of some of the important U.S. federal income tax consequences of the
Reorganization, and is based upon the current provisions of the Internal Revenue Code ("Code"), the existing U.S. Treasury Regulations thereunder, current administrative rulings of the U.S. Internal Revenue Service ("IRS") and published judicial decisions, all of which are subject to change, possibly with retroactive effect. These considerations are general in nature and individual shareholders should consult their own tax advisers as to the federal, state, local, and foreign tax considerations applicable to them and their individual circumstances. These same considerations generally do not apply to shareholders who hold their shares in a tax-advantaged account, such as an individual retirement account ("IRA") or qualified retirement plan.
The Reorganization is intended to be a tax-free "reorganization" within the meaning of Section 368 of the Code for U.S. federal income tax purposes. As a condition to the consummation of the Reorganization, Stradley Ronon Stevens & Young, LLP will deliver an opinion ("Tax Opinion") to the Acquired Trust and the Acquiring Trust to the effect that, based on the facts and assumptions stated therein (as well as certain representations made on behalf of the Acquired Fund and Acquiring Fund) and the existing U.S. federal income tax law, and conditioned on the Reorganization being completed in accordance with the Plan, for U.S. federal income tax purposes:
●
The Reorganization will qualify as a "reorganization" (as defined in Section 368(a)(1)(F) of the Code), and each Fund will be a "party to a reorganization" (within the meaning of Section 368(b) of the Code);
●
No Fund will recognize any gain or loss as a direct result of the Reorganization;
●
The Acquired Fund's shareholders will not recognize any gain or loss on the exchange of their Acquired Fund shares for the Acquiring Fund shares, except with respect to cash received in lieu of fractional shares, if any;
●
The aggregate tax basis in Acquiring Fund shares that an Acquired Fund shareholder receives pursuant to the Reorganization will be the same as the aggregate tax basis in the Acquired Fund shares the shareholder holds immediately before the Reorganization (reduced by the amount of any tax basis allocable to a fractional share for which cash is received, if any). The holding period for Acquiring Fund shares that an Acquired Fund shareholder receives pursuant to the Reorganization will include the holding period for the Acquired Fund shares the shareholder holds immediately before the Reorganization, provided that the shareholder holds the shares as capital assets at the time of the Reorganization;
●
The Acquiring Fund's tax basis in each asset the Acquired Fund transfers to it will be the same as the Acquired Fund's tax basis therein immediately before the Reorganization, and the Acquiring Fund's holding period for each such asset will include the Acquired Fund's holding period therefore (except where the Acquiring Fund's investment activities have the effect of reducing or eliminating an asset's holding period) immediately after the Reorganization; and
●
The Reorganization will result in the Acquiring Fund succeeding to the Acquired Fund's tax attributes enumerated in Section 381(c) of the Code, subject to the applicable conditions and limitations of the Code.
The foregoing bullet points summarize certain representations that are fully set forth in Schedule 8.5 to the Plan, which is included as Exhibit A to the Information Statement/Prospectus.
Notwithstanding the foregoing, no opinion will be expressed as to the tax consequences of the Reorganization on contracts or securities on which gain or loss is recognized upon the transfer of an asset regardless of whether such transfer would otherwise be a nonrecognition transaction under the Code. None of the Funds have requested or will request an advance ruling from the IRS as to the U.S. federal income tax consequences of the Reorganization.
The Tax Opinion is not binding on the IRS or the courts and is not a guarantee that the tax consequences of the Reorganization will be as described above. If the Reorganization were consummated but the IRS or the courts were to determine that the Reorganization did not qualify as a tax-free reorganization under the Code, and thus was taxable, the Acquired Fund would recognize gain or loss on the transfer of its assets to the Acquiring Fund, and each shareholder of the Acquired Fund that held shares in a taxable account would recognize a taxable gain or loss equal to the difference between its tax basis in its Acquired Fund shares and the fair market value of the shares of the Acquiring Fund it received.
The tax year of the Acquired Fund is expected to continue with the Acquiring Fund, and the capital gains, if any, resulting from portfolio turnover prior to the Reorganization will be carried over to the Acquiring Fund. If a Reorganization were to end the tax year of the Acquired Fund (which is not the intended or expected plan as of the date of this Information Statement/Prospectus), it would accelerate distributions to shareholders from the Acquired
Fund for its short tax year ending on the Closing Date. Such distributions would be taxable and would include any capital gains resulting from portfolio turnover prior to the Reorganization. If determined necessary by the Funds, the Acquired Fund will declare a distribution to shareholders, which together with all previous distributions, will have the effect of distributing to shareholders all of its investment company taxable income (computed without regard to the deduction for dividends paid), net tax-exempt income, if any, and net realized capital gains, if any, through the closing of the Reorganization.
General Limitation on Losses. Assuming a Reorganization qualifies as a tax-free reorganization, as expected, the Acquiring Fund will succeed to the tax attributes of the Acquired Fund upon the closing of the Reorganization, including any capital loss carryovers that could have been used by the Acquired Fund to offset its future realized capital gains, if any, for federal income tax purposes. The capital loss carryovers of the Acquired Fund will be available to offset future gains recognized by the combined Fund. Capital losses of a Fund arising in taxable years beginning after December 22, 2010 may be carried forward indefinitely to offset future capital gains.
If, as is anticipated, at the time of the closing of the Reorganization, the Acquiring Fund has either no assets or de minimis assets incident to its organization, there will be no change of ownership of the Acquired Fund as a result of the Reorganization. Thus, the Reorganization of the Acquired Fund into the Acquiring Fund is not expected to result in any limitation on the use by the Acquiring Fund of the Acquired Fund's capital loss carryovers, if any. However, the capital losses of the Acquiring Fund, as the successor in interest to the Acquired Fund, may subsequently become subject to an annual limitation as a result of sales of the Acquiring Fund shares or other reorganization transactions in which the Acquiring Fund might engage post-Reorganization.
The capital loss carryforward for the Acquired Fund is as follows:
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|
|
|
|
|
Capital Loss Carry Forwards as of FYE
|
Short Term
|
Long Term
|
Fiscal Year End
|
|
Nomura Limited-Term Diversified Income Fund
|
$58,913,824
|
$130,399,133
|
12/31/2025
|
The foregoing description of the U.S. federal income tax consequences of the Reorganization applies generally to shareholders who are taxable U.S. persons (i.e., not a tax-exempt investor nor a non-U.S. person) and does not take into account your particular facts and circumstances. Consult your own tax adviser about the effect of state, local, foreign, and other tax laws because this discussion only relates to U.S. federal income tax laws.
Sale of Acquired Fund Assets. It is anticipated that a portion of the Acquired Fund's portfolio assets will be sold to raise cash to pay redemption proceeds to shareholders that are not eligible to hold shares of the Acquiring Fund.
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|
|
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|
|
|
|
|
|
Estimated %
of Acquired
Fund Assets
to be
Sold
(as of May 31, 2026)
|
Estimated $
Value of
Acquired Fund
Assets to be
Sold
(in millions)
|
Estimated Transaction Costs
|
Transaction
Cost as %
of
Acquired
Fund Net
Assets
|
Anticipated
Capital Gain/Loss
Distribution
per share of
Acquired
Fund Net
Assets
|
Estimated Gains/Losses
(basis points)
|
Capital Loss Carry Forwards Utilized
|
|
Nomura Limited-Term Diversified Income Fund
|
59.1%
|
$359.6
|
$248,000-$645,000
|
0.04%-0.11%
|
($243.97)]
|
0.00%
|
N/A
|
What should I know about shares of the Acquired Fund and Acquiring Fund?
The Acquired Trust, of which the Acquired Fund is a series, and the Acquiring Trust, of which the Acquiring Fund is a series (created solely for the purpose of effecting the Reorganization), are each an open-end, registered management investment company. Nomura Limited-Term Diversified Income Fund offers Class A, Class C, Class R, Institutional Class, and Class R6 shares. The Acquiring Fund offers a single class of shares of beneficial interest. Acquired Fund shareholders will receive shares at net asset value of the Acquiring Fund. The different fees and expenses of each Class are provided above in the section "What are the fees and expenses of each Fund and what are the anticipated fees and expenses after the Reorganization?" The rights of the shareholders of the Acquiring Trust and the Acquired Trust are materially similar with certain exceptions as noted in Exhibit C to this Information Statement/Prospectus.
Acquiring Fund shares will be distributed to shareholders of the Acquired Fund in accordance with the procedures described above. Cash will be delivered to Acquired Fund shareholders in lieu of fractional shares of the Acquired Fund. When issued, each share will be validly issued, fully paid, non-assessable and have full voting rights. The Acquiring Fund shares will be credited to the Acquired Fund shareholder's brokerage account and the shares of the Acquired Fund will be cancelled. If a shareholder does not have a brokerage account that can accommodate shares of an ETF at the time of the Reorganization of the Acquired Fund, the Acquiring Fund shares that a shareholder receives in the Reorganization will be held by a stock transfer agent until the shareholder identifies a brokerage account into which the stock transfer agent can transfer the shares, except as described under "Blocked Accounts" in this Information Statement/Prospectus. If a shareholder's Acquiring Fund shares are not transferred from the stock transfer agent into a brokerage account within a year of the date of the Reorganization, after one year, such shares of the Acquiring Fund held at the stock transfer agent will be converted to cash (subject to applicable federal or state laws concerning unclaimed property) and the cash proceeds sent to the accountholder of record. The one-year period may be extended at the Acquiring Fund's discretion. The conversion of Acquiring Fund shares to cash may be subject to fees and expenses and will be a taxable event.
Like the Acquired Fund, the Acquiring Fund does not routinely hold annual meetings of shareholders. The Acquiring Fund may hold special meetings for any purpose or purposes. Special meetings of shareholders may be called by the Chairperson of the Board, the President, any vice president, the secretary or any two (2) Trustees.
Capital Structure. Each Trust currently has authorized, and allocated to each Class of each Fund, an unlimited number of shares of beneficial interest with no par value. All shares are, when issued in accordance with the Trust's registration statement (as amended from time to time), governing instruments and applicable law, fully paid, and non-assessable. Shareholders do not have preemptive rights. All shares of a Fund represent an undivided proportionate interest in the assets of the Fund.
What are the capitalizations of the Funds and what might the capitalization be after the Reorganization?
The following table sets forth the unaudited capitalization of the Acquired Fund and the Acquiring Fund as of June 30, 2026, and the unaudited pro forma combined capitalization of the Acquiring Fund as adjusted to give effect to the proposed Reorganization. The following are examples of the number of shares of the Acquiring Fund that would have been exchanged for the shares of the Acquired Fund if the Reorganization had been consummated, and do not reflect the number of shares or value of shares that would actually be received if the Reorganization, as described, occurs. Pro forma numbers are estimated in good faith and are hypothetical. Pro forma numbers do not reflect any potential liquidation of shareholders associated with the Reorganization or cash paid in lieu of fractional Acquiring Fund shares.
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|
|
|
|
|
|
|
|
Acquired Fund2
(unaudited)
|
Acquiring Fund1
(unaudited)
|
Pro Forma Adjustments to Capitalization
(unaudited)
|
Acquiring Fund after Reorganization
(estimated)
(unaudited)
|
|
Class A
|
Class C
|
Class R
|
Class R6
|
Institutional Class
|
|
Net Assets
|
$325,273,717
|
$4,736,285
|
$871,889
|
$4,716,775
|
$261,509,905
|
N/A
|
$(98,283)3
|
$597,010,2884
|
|
Shares outstanding
|
41,407,451
|
603,393
|
110,989
|
600,608
|
33,294,239
|
N/A
|
(52,136,268)3
|
23,880,412
|
|
Net asset value per share^
|
$7.86
|
$7.85
|
$7.86
|
$7.85
|
$7.85
|
N/A
|
$17.15
|
$25.00
|
|
|
|
|
|
|
|
1 The Acquiring Fund is a shell fund without any shares outstanding and, therefore, no estimated capitalization is available.
2 Holders of Class A, Class C, Institutional Class, Class R, and Class R6 shares of the Acquired Fund will each receive shares of the Acquiring Fund upon closing of the Reorganization. The Acquiring Fund does not offer multiple share classes.
3 Pro Forma Adjustments reflect the estimated costs of the Reorganization attributable to the Acquired Fund.
4 Since shares of the Acquiring Fund are not issued in fractional shares and, as a result, cash will be paid to shareholders in connection with the Reorganization in lieu of fractional shares, the NAV of the Acquiring Fund upon consummation of the Reorganization may be less than that of the Acquired Fund.
^ Per share amounts may not recalculate due to rounding of net assets and/or shares outstanding.
Do the Trustees and Officers own shares of the Funds?
As of the date hereof, the Acquiring Fund was not operational and, therefore, had no shareholders. As of [July 31], 2026, the officers and Trustees of Delaware Group Limited-Term Government Funds directly owned less than 1% of the outstanding shares of any class of the Acquired Fund.
Who are the control persons and owners of record or beneficially 5% or more of any class of a Fund's outstanding equity securities?
As of July 31, 2026, DMC believes the following shareholders held of record 5% or more of the outstanding shares of each class of the Acquired Fund. DMC does not have knowledge of beneficial owners. As of the date of this Information Statement/Prospectus, the Acquiring Fund was not operational and, therefore, had no shareholders.
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|
|
|
|
Fund Name
|
Name and Address of Account
|
Percentage
|
|
NOMURA LIMITED-TERM DIVERSIFIED INCOME FUND CLASS A
|
LPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA 92121
|
42.21%
|
|
|
|
|
|
NOMURA LIMITED-TERM DIVERSIFIED INCOME FUND CLASS A
|
EDWARD D JONES AND CO
FOR THE BENEFIT OF CUSTOMERS
12555 MANCHESTER ROAD
ST LOUIS MO 63131-3710
|
5.38%
|
|
NOMURA LIMITED-TERM DIVERSIFIED INCOME FUND CLASS C
|
LPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA 92121
|
29.51%
|
|
NOMURA LIMITED-TERM DIVERSIFIED INCOME FUND CLASS C
|
WELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
|
24.43%
|
|
NOMURA LIMITED-TERM DIVERSIFIED INCOME FUND CLASS C
|
AMERICAN ENTERPRISE INV SVCS
901 SOUTH 3RD AVENUE
MINNEAPOLIS, MN 55402
|
8.42%
|
|
NOMURA LIMITED-TERM DIVERSIFIED INCOME FUND CLASS C
|
MORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY 10004-1901
|
5.81%
|
|
NOMURA LIMITED-TERM DIVERSIFIED INCOME FUND CLASS R
|
MORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY 10004-1901
|
15.97%
|
|
NOMURA LIMITED-TERM DIVERSIFIED INCOME FUND CLASS R
|
ASCENSUS TRUST COMPANY FBO
ROCHA`S CONSTRUCTION, INC. 401(K)
P.O. BOX 10758
FARGO, ND 58106
|
12.39%
|
|
NOMURA LIMITED-TERM DIVERSIFIED INCOME FUND CLASS R
|
MID ATLANTIC TRUST COMPANY FBO
CREATIVE CHOICE HOMES LLP 401(K) PR
1251 WATERFRONT PLACE, SUITE 525
PITTSBURGH, PA 15222
|
12.01%
|
|
NOMURA LIMITED-TERM DIVERSIFIED INCOME FUND CLASS R
|
MATRIX TRUST COMPANY AS AGENT FOR
ADVISOR TRUST, INC
LIGHTSEY MARKETING LLC 401(K) PLAN
717 17TH ST STE 1300
DENVER CO 80202-3304
|
9.97%
|
|
NOMURA LIMITED-TERM DIVERSIFIED INCOME FUND CLASS R
|
MLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
|
8.20%
|
|
|
|
|
|
NOMURA LIMITED-TERM DIVERSIFIED INCOME FUND CLASS R
|
MATRIX TRUST COMPANY CUST. FBO
CAPITAL VALVE SERVICE, INC.
717 17TH STREET
SUITE 1300
DENVER CO 80202
|
5.42%
|
|
NOMURA LIMITED-TERM DIVERSIFIED INCOME FUND CLASS R6
|
MATRIX TRUST COMPANY CUST. FBO
PENSERV PENSELECT SMARTSAV
717 17TH STREET
SUITE 1300
DENVER CO 80202
|
39.67%
|
|
NOMURA LIMITED-TERM DIVERSIFIED INCOME FUND CLASS R6
|
EDWARD D JONES AND CO
FOR THE BENEFIT OF CUSTOMERS
12555 MANCHESTER ROAD
ST LOUIS MO 63131-3710
|
36.80%
|
|
NOMURA LIMITED-TERM DIVERSIFIED INCOME FUND CLASS R6
|
MLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
|
7.41%
|
|
NOMURA LIMITED-TERM DIVERSIFIED INCOME FUND CLASS R6
|
PERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ 07399-0002
|
5.51%
|
|
NOMURA LIMITED-TERM DIVERSIFIED INCOME INSTITUTIONAL CLASS
|
LPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA 92121
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46.90%
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NOMURA LIMITED-TERM DIVERSIFIED INCOME INSTITUTIONAL CLASS
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AMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN 55402-2405
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12.81%
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NOMURA LIMITED-TERM DIVERSIFIED INCOME INSTITUTIONAL CLASS
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RAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN MUTUAL FUND RECONCILIATION 14G
880 CARILLON PARKWAY
ST PETERSBURG FL 33716
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10.58%
|
|
NOMURA LIMITED-TERM DIVERSIFIED INCOME INSTITUTIONAL CLASS
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CHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105
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9.44%
|
MORE INFORMATION ABOUT THE FUNDS
Service Providers. The Funds use the service providers as described below:
Transfer Agent: Delaware Investments Fund Services Company (previously defined herein as "DIFSC"), an affiliate of the Manager, is located at 100 Independence, 610 Market Street, Philadelphia, PA 19106-2354, and serves as the Acquired Fund's shareholder servicing, dividend disbursing, and transfer agent pursuant to a Shareholder Services Agreement. BNY Mellon Investment Servicing (US) Inc. ("BNYIS") serves as the Acquiring Fund's transfer agent.
Subtransfer Agent: BNYIS provides subtransfer agency services to the Acquired Fund. In connection with these services, BNYIS administers the overnight investment of cash pending investment in an Acquired Fund or payment of redemptions. The proceeds of this investment program are used to offset the Acquired Fund's transfer agency expenses.
Distributor:
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Acquired Fund: Delaware Distributors, L.P., located at 100 Independence, 610 Market Street, Philadelphia, PA 19106-2354, serves as the national distributor of the Acquired Fund's shares pursuant to a Distribution Agreement. The Distributor is an affiliate of DMC and bears all of the costs of promotion and distribution, except for payments by the retail classes under their respective Rule 12b-1 Plans. The Distributor has agreed to use its best efforts to sell shares of the Acquired Fund. Shares of the Acquired Fund are offered on a continuous basis by the Distributor and may be purchased through authorized investment dealers or directly by contacting the Distributor or the Trust. The Acquired Trust annually reviews fees paid to the Distributor.
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Acquiring Fund: Foreside Financial Services, L.L.C. acts as the principal underwriter in the continuous public offering of the Acquiring Fund's shares pursuant to a distribution agreement. The Distributor is located at is located at Three Canal Plaza, Suite 100, Portland, Maine 04101. Shares are continuously offered for sale by the Acquiring Fund through the Distributor or its agent only in Creation Units, as described in the Acquiring Fund's Prospectus and SAI.
The Distributor may enter into agreements with securities dealers (Soliciting Dealers) who will solicit purchases of Creation Units of Acquiring Fund shares. Such Soliciting Dealers may also be Authorized Participants, DTC participants and/or investor services organizations.
Except as noted, the Distributor receives no other compensation from the Acquiring Fund for acting as underwriter.
Fund Accountants: The Bank of New York Mellon ("BNY"), 240 Greenwich Street, New York, NY 10286-0001, provides fund accounting and financial administration services to the Acquired Fund and the Acquiring Fund. Those services include performing functions related to calculating the Funds' NAVs and providing financial reporting information, regulatory compliance testing, and other related accounting services.
Custodian: BNY is the custodian for the assets of the Acquired Fund and the Acquiring Fund. BNY holds securities, cash, and other assets of each Fund as required by the 1940 Act. As custodian for the Funds, BNY maintains a separate account or accounts for each Fund; receives, holds, and releases portfolio securities on account of each Fund; receives and disburses money on behalf of each Fund; and collects and receives income and other payments and distributions on account of each Fund's portfolio securities. BNY also serves as each Fund's foreign custody manager for its non-U.S. investments and is responsible for selecting, contracting with, and monitoring eligible foreign subcustodians.
Legal Counsel: Stradley Ronon Stevens & Young, LLP serves as legal counsel to the Acquired Fund and the Acquiring Fund.
Independent Registered Public Accounting Firms:
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Acquired Fund: Ernst & Young, LLP serves as the independent registered public accounting firm for the Acquired Fund.
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Acquiring Fund: Ernst & Young, LLP serves as independent registered public accounting firm for the Acquiring Fund.
Securities Lending Agent: BNY serves as the Funds' securities lending agent.
For a more detailed description of the Funds' services providers, see the Funds' Prospectuses and SAIs.
Additional Information.
More information about the Acquired Fund and the Acquiring Fund is included in the following documents. The prospectuses for the Acquiring Fund and Acquired Fund are incorporated herein by reference and considered a part of this Information Statement/Prospectus, along with the SAI (relating to this Information Statement/Prospectus), each of which have been filed with the SEC.
Nomura Limited-Term Diversified Income Fund (Acquired Fund):
Supplement dated May 20, 2026 to Nomura Limited-Term Diversified Income Fund's Prospectus
Shareholder reports and annual and semi-annual financial statements and other information filed with the SEC on Form N-CSR:
Nomura Limited-Term Diversified Income ETF (Acquiring Fund):
Prospectus dated [ ] (File No. 811-04973)
Because the Acquiring Fund was newly-created for the purposes of the Reorganization, the Acquiring Fund has not published financial statements. The Acquiring Fund is a newly-created shell series of the Acquiring Trust with no assets or liabilities that will commence operations upon consummation of the Reorganization and continue the operations of the Acquired Fund. The Acquired Fund shall be the accounting and performance survivor in its Reorganization, and the Acquiring Fund, as the corporate survivor in the Reorganization, shall adopt the accounting and performance history of the Acquired Fund.
You may request free copies of the Funds' Statements of Additional Information (including any supplements) and Prospectuses, and, with respect to the Acquired Fund, its annual reports, semi-annual shareholder reports, and financial statements and other information, which are filed with the SEC on Form N-CSR, through our website at nomuraassetmanagement.com/literature; by writing or calling your financial advisor or by calling toll-free at 800 523-1918. Because the Acquiring Fund has not yet commenced operations, it has not yet issued any annual or semi-annual shareholder reports or financial statements and other information filed on Form N-CSR. Once available, these materials may be requested through the methods described above.
This Information Statement/Prospectus, which constitutes part of a Registration Statement on Form N-14 filed by the Acquiring Fund with the SEC under the Securities Act of 1933, as amended, omits certain of the information contained in such Registration Statements.
All available materials have been filed with the SEC. Reference is hereby made to the Registration Statements and to the exhibits and amendments thereto for further information with respect to the Funds and the shares they offer. Statements contained herein concerning the provisions of documents are necessarily summaries of such documents, and each such statement is qualified in its entirety by reference to the copy of the applicable document filed with the SEC. Because the Acquiring Fund has not yet commenced operations, no shareholder reports or financial statements and other information filed on Form N-CSR is available for the Acquiring Fund.
Each Fund also files proxy materials, proxy and information statements, reports, and other information with the SEC in accordance with the informational requirements of the Securities Exchange Act of 1934, as amended, and the 1940 Act. These materials are available on the SEC's website at www.SEC.gov. To request information regarding the Funds, you may also send an email to the SEC at
[email protected].
EXHIBITS TO
INFORMATION STATEMENT/PROSPECTUS
Exhibit
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A
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Form of Agreement and Plan of Reorganization
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B
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Financial Highlights
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C
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Comparison of Charter Documents
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EXHIBIT A
DRAFT
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is adopted as of this [__] day of [_______], 2026 by and among (i) each of the Nomura Funds open-end registered investment companies identified as a Target Entity on Exhibit A hereto (each a "Target Entity"), separately on behalf of its respective series identified on Exhibit A hereto (each a "Target Fund"); (ii) each of the Nomura Funds open-end registered investment companies identified as an Acquiring Entity on Exhibit A hereto (each an "Acquiring Entity"), separately on behalf of its respective series identified on Exhibit A hereto (each an "Acquiring Fund"); and (iii) Delaware Management Company, a series of Macquarie Investment Management Business Trust ("DMC"), with respect to Section 9.1 only.
WHEREAS, the parties hereto intend for each Acquiring Fund and the corresponding Target Fund (as set forth in Exhibit A hereto) to enter into a transaction pursuant to which: (i) the Acquiring Fund will acquire the Assets and Liabilities (as each such term is defined in Section 1.2) of the Target Fund in exchange for the shares of the Acquiring Fund identified on Exhibit A of equal value to the net assets of the Target Fund being acquired, and (ii) the Target Fund will distribute such shares of the Acquiring Fund to shareholders of the Target Fund, in connection with the liquidation of the Target Fund, all upon the terms and conditions hereinafter set forth in this Agreement (each such transaction, a "Reorganization" and collectively, the "Reorganizations") Following the liquidation, a Target Fund will be dissolved. Each Acquiring Fund is, and will be immediately prior to Closing (defined in Section 3.1), a shell series, without assets (other than seed capital) or liabilities created for the purpose of acquiring the Assets and Liabilities (each as defined in Section 1.2) of the Target Fund;
WHEREAS, each Target Entity and each Acquiring Entity is an open-end, registered investment company; and
WHEREAS, this Agreement is intended to be and is adopted as a plan of reorganization and liquidation with respect to each Reorganization within the meaning of Section 368(a)(1) of the United States Internal Revenue Code of 1986, as amended (the "Code").
NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, and intending to be legally bound, the parties hereto covenant and agree as follows:
1.
DESCRIPTION OF THE REORGANIZATIONS
1.1.
It is the intention of the parties hereto that each Reorganization described herein shall be conducted separately of the others, and a party that is not a party to a Reorganization shall incur no obligations, duties or liabilities with respect to such Reorganization by reason of being a party to this Agreement. If any one or more Reorganizations should fail to be consummated, such failure shall not affect the other Reorganizations in any way.
1.2.
Provided that all conditions precedent to a Reorganization set forth herein have been satisfied or, to the extent legally permissible, waived as of the Closing Time (as defined in Section 3.1), and based on the representations and warranties each party provides to the others, each Target Entity and its corresponding Acquiring Entity agree to take the following steps with respect to their Reorganization(s), the parties to which are set forth in Exhibit A:
(a)
The Target Fund shall transfer all of its Assets, as defined and set forth in Section 1.2(b), to the Acquiring Fund, and the Acquiring Fund in exchange therefor shall assume the Liabilities, as defined and set forth in Section 1.2(c), and deliver to the Target Fund for distribution to the Target Fund's shareholders the number of Acquired Fund shares, plus cash in lieu of fractional shares, all as determined in the manner set forth in Section 2.
(b)
The assets of the Target Fund to be acquired by the Acquiring Fund shall consist of all assets and property that can legally be transferred, including, without limitation, all rights, cash, securities, commodities and futures interests, forwards, swaps and other financial instruments, claims (whether absolute or contingent, known or unknown, accrued or unaccrued and including, without limitation, any interest in pending or future legal claims in connection with past or present portfolio holdings, whether in the form of class action claims, opt-out or other direct litigation claims, or regulator or government-established investor recovery fund claims, and any and all resulting recoveries), receivables (including dividends, interest, principal, subscriptions and other receivables), and other intangible property, and choses in action, copies of all books and records belonging to the Target Fund (including all books and records required to be maintained under the Investment Company Act of 1940, as amended (the "1940 Act")), any deferred or prepaid expenses shown as an asset on the books of the Target Fund as of the Closing Time, and all interests, rights, privileges and powers, other than the Target Fund's rights under this Agreement on the Closing Date as defined in Section 3.1 (collectively, "Assets").
(c)
The Acquiring Fund shall assume all of the liabilities of the Target Fund, whether accrued or contingent, known or unknown, existing at the Closing Date, except for the Target Fund's Excluded Liabilities (as defined below), if any, pursuant to this Agreement (collectively, with respect to each Target Fund separately, "Liabilities"). The Assets minus the Liabilities of a Target Fund shall be referred to herein as the Target Fund's "Net Assets."
(d)
As soon as is reasonably practicable after the Closing, shares of the Acquiring Fund received pursuant to Section 1.2(a), as set forth in Exhibit A, will be distributed by the Target Fund to the Target Fund's shareholders of record ("Target Fund Shareholders"), on a pro rata basis, and without further notice the outstanding shares of the Target Fund will be redeemed and cancelled as permitted by its Governing Documents (as defined in Section 4.1(a)) and applicable law, and the Target Fund will as promptly as practicable completely liquidate and dissolve as permitted by its Governing Documents and applicable law. Such distribution to the Target Fund Shareholders and liquidation of the Target Fund will be accomplished by the transfer of the Acquiring Fund's shares then credited to the account of the Target Fund on the books of the Acquiring Fund to open
accounts on the share records of the Acquiring Fund in the names of the Target Fund Shareholders. The aggregate net asset value of the Acquiring Fund's shares to be so credited to the corresponding Target Fund Shareholders shall be equal to the aggregate net asset value of the corresponding Target Fund's shares owned by the Target Fund Shareholders on the Closing Date in accordance with the Valuation Time in Section 2.1(a), plus cash in lieu of fractional shares, if applicable. At the Closing, any outstanding certificates representing shares of a Target Fund will be cancelled. The Acquiring Fund shall not issue certificates representing shares in connection with such exchange, irrespective of whether Target Fund Shareholders hold their Target Fund shares in certificated form.
(e)
Ownership of the Acquiring Fund's shares will be shown on its books, as such are maintained by the Acquiring Fund's transfer agent.
(f)
Beginning at least fifteen (15) business days prior to the Valuation Date, the Target Fund will provide the Acquiring Fund with a daily schedule of the Assets then held by the Target Fund. At least ten (10) business days prior to the Valuation Date, Dimensional, on behalf of the Acquiring Fund, will advise the Target Fund of any investments of the Target Fund shown on the Target Fund's schedule of Assets that the Acquiring Fund would not be permitted to hold (i) under its investment restrictions; (ii) under applicable law; or (iii) because the transfer of such investments would result in material operational or administrative difficulties (including relating to valuation matters) to the Acquiring Fund in connection with facilitating the orderly transition of the Target Fund's Assets to the Acquiring Fund. Under such circumstances, to the extent practicable, the Target Fund will, if requested by the Acquiring Fund and, to the extent permissible and consistent with its own investment objectives and policies and the fiduciary duties of the investment adviser responsible for the portfolio management of the Target Fund, dispose of such investments prior to the Valuation Date. Notwithstanding the foregoing, nothing herein will permit or require the Target Fund to dispose of any Assets, if, in the reasonable judgment of the Target Entity's board of directors or the Target Fund's investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes, or would adversely affect the Target Fund's status as a "regulated investment company" under the Code or would otherwise not be in the best interests of the Target Fund.
(g)
Any transfer taxes payable upon issuance of the Acquiring Fund's shares in a name other than the registered holder of the Target Fund's shares on the books and records of the Target Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom the Acquiring Fund's shares are to be issued and transferred.
(h)
Immediately after the Closing Time, the share transfer books relating to the Target Fund shall be closed and no transfer of shares shall thereafter be made on such books.
2.1.
With respect to each Reorganization:
(a)
The value of the Target Fund's Assets shall be the value of such Assets computed as of immediately after the close of regular trading on the New York Stock Exchange ("NYSE"), which shall reflect the declaration of any dividends, on the Closing Date using the valuation methodologies set forth in the then-current prospectus for the Target Fund and the valuation procedures established by the Target Entity's valuation designee ("Valuation Time"). On the Closing Date, the Target Fund shall record the value of the Assets, as valued pursuant to this Section 2.1(a), on a valuation report (the "Valuation Report") and deliver a copy of the Valuation Report to the Acquiring Fund by 7:00 pm (Eastern time) on the Closing Date, or as soon as practicable thereafter.
(b)
The net asset value per share of the Acquiring Fund shares issued in connection with the Reorganization shall be the net asset value per share of the Acquiring Fund as of the close of business on the Closing Date.
(c)
The number of shares of the Acquiring Fund shares issued in exchange for the Target Fund's Net Assets shall equal the number of shares of the Target Fund outstanding as of the Valuation Date. All Acquiring Fund shares delivered to a Target Fund will be delivered at net asset value without the imposition of a sales load, commission, transaction fee or other similar fee.
(d)
All computations of value shall be made by the Target Fund's and the Acquiring Fund's designated recordkeeping agent using the valuation procedures described in this Section 2.
3.
CLOSING AND CLOSING DATE
3.1.
Each Reorganization shall close on the date identified on Exhibit A or such other date as the parties may mutually agree with respect to any or all Reorganizations (the "Closing Date"). All acts taking place at the closing of a Reorganization ("Closing") shall, subject to the satisfaction or waiver of the conditions in this Agreement, be deemed to take place simultaneously as of the later of 7:01 pm Eastern time or the finalization of the applicable Target Fund's net asset value on the Closing Date of that Reorganization, unless otherwise agreed to by the parties (the "Closing Time"). The Closing of each Reorganization shall be held in person, by facsimile, email or such other communication means as the parties may reasonably agree.
3.2.
With respect to each Reorganization:
(a)
The Target Fund's portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred, presented and delivered by the Target Fund as of the Closing Time or as soon as practicable thereafter to the Acquiring Fund by directing that the Target Fund's custodian (the "Custodian") transfer and deliver them from the account of the Target Fund (the "Target Account") to an account of the Acquiring Fund at the Custodian (the "Acquiring Account") duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Custodian to transfer and deliver to the Acquiring Account as of the Closing Date by book entry, in accordance with the customary practices of the Custodian and any securities depository (as defined in Rule 17f-4 under the 1940 Act) in which the
Assets are deposited, the Target Fund's portfolio securities and instruments so held. The cash to be transferred by the Target Fund shall be transferred from the Target Account to the Acquiring Account by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slips.
(b)
The Target Entity shall direct the Custodian for the Target Fund to deliver, at the Closing or as soon as practicable thereafter, a certificate of an authorized officer stating that the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary Taxes (as defined below) in connection with the delivery of the Assets, including all applicable federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. At the Closing, or as soon as practicable thereafter, the Acquiring Entity will cause the Custodian to deliver a certificate of an authorized officer acknowledging that the Acquiring Fund has received the Target Fund portfolio securities, cash and any other Assets as of the final settlement date for such transfers.
(c)
At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall instruct its transfer agent (the "Target Transfer Agent") to provide instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections, if any, and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary). The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete.
(d)
The Target Entity shall direct the Target Transfer Agent to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Fund, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request.
(e)
In the event that on the Closing Date (i) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (ii) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the
board of trustees of the Acquiring Entity or the Target Entity, or the authorized officers of such entities, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, is impossible or impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored or such later dates as may be mutually agreed in writing by an authorized officer of each party.
4.
REPRESENTATIONS AND WARRANTIES
4.1.
With respect to each Reorganization, the applicable Target Entity, on behalf of the Target Fund, represents and warrants to the corresponding Acquiring Entity and Acquiring Fund as follows:
(a)
The Target Entity is a statutory trust organized under the laws of the State of Delaware, validly existing and in good standing and with power under the Target Entity's governing documents (including bylaws), as applicable ("Governing Documents"), to own all of its Assets, to carry on its business as it is now being conducted and to enter into this Agreement and perform its obligations hereunder, and the Target Fund is a duly established and designated separate series of the Target Entity;
(b)
The Target Entity is a registered investment company classified as a management company of the open-end type, and its registration with the U.S. Securities and Exchange Commission (the "Commission") as an investment company under the 1940 Act, and the registration of the shares of the Target Fund under the Securities Act of 1933, as amended ("1933 Act"), are in full force and effect and will be in full force and effect on the Closing Date, and, to the knowledge of the Target Fund, no action or proceeding to revoke or suspend such registrations is pending, or threatened. All issued and outstanding shares of the Target Fund have been offered for sale in conformity in all material respects with applicable federal and state securities laws;
(c)
No consent, approval, authorization, or order of any court or governmental authority or the Financial Industry Regulatory Authority ("FINRA") is required for the consummation by the Target Fund and the Target Entity of the transactions contemplated herein, except such as have been obtained or will be obtained at or prior to the Closing Date under the 1933 Act, the Securities Exchange Act of 1934, as amended ("1934 Act"), the 1940 Act, and state securities or blue sky laws (which term as used herein shall include the laws of the District of Columbia and of Puerto Rico), each of which, as required, shall have been obtained on or prior to the Closing Date. No consent of or notice to any other third party or entity is required for the consummation by the Target Fund of the transactions contemplated by this Agreement;
(d)
Except as disclosed to the Acquiring Entity, the current prospectus and statement of additional information and current shareholder reports of the Target Fund, and, to the knowledge of the Target Fund, each prospectus and statement of additional information and shareholder reports of the Target Fund (including its predecessor fund, if any) used at all times during the three (3) years prior to the date of this Agreement, conform or conformed at the time of its use in all material respects to the applicable requirements
of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and does not or did not at the time of its use include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading;
(e)
The Target Fund is in compliance in all material respects with the applicable investment policies and restrictions set forth in the Target Fund's prospectus and statement of additional information;
(f)
Except as otherwise disclosed to and accepted, in writing, by or on behalf of the Acquiring Fund, (i) the Target Fund will as of the Closing Time have good and marketable title to the Assets and full right, power, and authority to sell, assign, transfer and deliver such Assets free of adverse claims, including any liens or other encumbrances, not disclosed and reflected in the value thereof, and (ii) upon delivery and payment for such Assets, the Acquiring Fund will acquire good and marketable title thereto, subject to only those restrictions on the full transfer thereof when held by the Acquiring Fund as when they were held by the Target Fund (including, without limitation, such restrictions as might arise under the 1933 Act), free of adverse claims not otherwise disclosed and reflected in the value thereof (including, without limitation, assets that are designated as collateral for the Target Fund's derivative positions, including without limitation as collateral for swap positions and as margin for futures and options positions, subject to such segregation and liens that apply to such Assets);
(g)
Except as otherwise disclosed to and accepted, in writing, by or on behalf of the Acquiring Fund, the Target Fund is not engaged currently, and the execution, delivery and performance of this Agreement will not result, in (i) a material violation of the Target Entity's Governing Documents or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Target Fund or the Target Entity is a party or by which it is bound, or (ii) the acceleration of any obligation, or the imposition of any lien, encumbrance, penalty or additional fee under any agreement, indenture, instrument, contract, lease, judgment or decree to which the Target Fund or Target Entity is a party or by which it is bound;
(h)
Except as set forth on Schedule 4.1(h), no litigation or administrative proceeding or investigation of or before any court, tribunal, arbitrator, governmental body, regulatory agency or FINRA is presently pending or, to the Target Fund's knowledge, threatened against the Target Fund or Target Entity, and no such litigation, proceeding or investigation, if adversely determined, would materially and adversely affect the Target Fund's financial condition or the conduct of its business or the Target Fund's ability to consummate the transactions contemplated by this Agreement.
(i)
The financial statements of the Target Fund (including its predecessor fund, if any) for the Target Fund's most recently completed fiscal year have been audited by an independent registered public accounting firm identified in the Target Fund's prospectus or statement of additional information included in the Target Fund's registration statement on Form N-1A. To the knowledge of the Target Fund (including its predecessor fund, if
any), such statements, as well as the unaudited, semi-annual financial statements for the semi-annual period next succeeding the Target Fund's most recently completed fiscal year, if any, were prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") consistently applied, and such statements present fairly, in all material respects, the financial condition of the Target Fund as of such date in accordance with GAAP, and there are no known contingent liabilities of the Target Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of such date not disclosed therein. No significant deficiency, material weakness, fraud, significant change or other factor that could significantly affect the internal controls of the Target Fund has been disclosed or is required to be disclosed in the Target Fund's reports on Form N-CSR and, to the knowledge of the Target Fund, no such disclosure will be required as of the Closing Date;
(j)
Since the last day of the Target Fund's most recently completed fiscal year, there has not been any material adverse change in the Target Fund's financial condition, assets, liabilities or business, other than changes occurring in the ordinary course of business;
(k)
On the Closing Date, all federal and other material Tax Returns (as defined below) of the Target Fund (including its predecessor fund, if any) required by law to have been filed by such date (taking into account any extensions) shall have been timely filed and are or will be true, correct and complete in all material respects, and all Taxes (as defined below) shown as due or claimed to be due by any government entity shall have been paid or provision has been made for the payment thereof. To the Target Fund's knowledge, no such Tax Return is currently under audit and no such audit has been threatened by any Federal, state, local or foreign Tax authority; no assessment has been asserted or proposed with respect to such Tax Returns; there are no levies, liens or other encumbrances on the Target Fund or its assets resulting from the non-payment of any Taxes (other than for Taxes not yet due and payable); no waivers of the time to assess any such Taxes are outstanding nor are any written requests for such waivers pending (in each case other than waivers as a result of extensions of time to file Tax Returns); and adequate provision has been made in the financial statements of the Target Fund (including its predecessor fund, if any) for all Taxes in respect of all periods ended on or before the date of such financial statements. To the Target Fund's knowledge, no claim has ever been made by a taxing authority in a jurisdiction where the Target Fund has not filed or does not file a Tax Return that the Target Fund is or may be subject to taxation in that jurisdiction. The Target Fund is in compliance in all material respects with applicable regulations of the Internal Revenue Service pertaining to the reporting of distributions on and redemptions of its shares of beneficial interest and to withholding in respect of distributions to shareholders and is not liable for any material penalties that could be imposed thereunder. As used in this Agreement, "Tax" or "Taxes" means any tax or other like assessment or charge (including, but not limited to, excise tax and withholding on amounts paid to or by any person), together with any interest, penalty, addition to tax or additional amount imposed by any governmental authority (whether U.S., foreign, federal, state or local) responsible for the imposition of any such tax. "Tax Return" means reports, returns, information returns, dividend reporting forms, elections, agreements, declarations, or other documents or reports of any nature or kind (including any attached schedules, supplements and
additional or supporting material) filed or required to be filed or furnished or required to be furnished with respect to any Taxes, including any claim for refund, amended return or declaration of estimated Taxes (and including any amendments with respect thereto);
(l)
The Target Fund: (i) is not (and will not be as of the Closing Date) classified as a partnership, and instead is (and will be as of the Closing Date) classified as an association that is subject to tax as a corporation for federal tax purposes and either has elected the latter classification by filing Form 8832 with the Internal Revenue Service (the "Service") or is a "publicly traded partnership" (as defined in Section 7704(b) of the Code) that is treated as a corporation for federal tax purposes, (ii) has elected to be a regulated investment company under Subchapter M of the Code, and (iii) is a "fund," as defined in Section 851(g)(2) of the Code, that is treated as a separate corporation under Section 851(g)(1) of the Code. The Target Fund has qualified for treatment as a regulated investment company for each taxable year since inception that has ended prior to the Closing Date and will have satisfied the requirements of Part I of Subchapter M of the Code to maintain such qualification for the period beginning on the first day of its current taxable year and ending on the Closing Date, and for each such taxable year (or portion thereof), the Target Fund has been eligible to compute its federal income tax under Section 852 of the Code. The Target Fund will satisfy the diversification requirements of Section 851(b)(3) of the Code without regard to the last sentence of Section 851(d)(1) of the Code as of the last taxable year quarter end of the Target Fund closing on or before the Closing Date. The Target Fund has not had at any time since its inception (and will not have as of the Closing Date) any material tax liability under Sections 852 or 4982 of the Code for any period ended on or before the Closing Date. The Target Fund has no earnings or profits accumulated with respect to any taxable year in which the provisions of Subchapter M of the Code did not apply to the Target Fund;
(m)
All issued and outstanding shares of the Target Fund are, and on the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable by the Target Entity, and are not, and on the Closing Date will not be, subject to preemptive or objecting shareholder rights. In every state where offered or sold, such offers and sales by the Target Fund have been in compliance in all material respects with applicable registration and/or notice requirements of the 1933 Act and state and District of Columbia securities laws;
(n)
The Target Entity, on behalf of the Target Fund, has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated herein. The execution, delivery and performance of this Agreement has been duly authorized by all necessary action, if any, on the part of the board of trustees of the Target Entity and, subject to the approval of the shareholders of the Target Fund (only with respect to any obligations under this Agreement that are contingent on such shareholder approval) and the due authorization, execution and delivery of this Agreement by the other parties hereto, this Agreement will constitute a valid and binding obligation of the Target Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights and to general equity principles;
(o)
The books and records of the Target Fund are true and correct in all material respects and contain no material omissions with respect to information required to be maintained under the laws, rules and regulations applicable to the Target Fund;
(p)
The Target Entity is not under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code;
(q)
The Target Fund has no unamortized or unpaid organizational fees or expenses;
(r)
The Target Fund has not changed its taxable year end within the most recent 48-month period ending on the last day of the month immediately preceding the Closing Date of a Reorganization, and it does not intend to change its taxable year end prior to the Closing Date;
(s)
The Target Fund has not undergone, has not agreed to undergo, nor is required to undergo (nor will it be required as a result of the transactions contemplated in this Agreement to undergo) a change in its method of accounting resulting in an adjustment to its taxable income pursuant to Section 481 of the Code. The Target Fund (including the Acquiring Fund as its successor) will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date; (ii) "closing agreement" as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income tax law) executed on or prior to the Closing Date; (iii) installment sale or open transaction disposition made on or prior to the Closing Date; or (iv) prepaid amount received on or prior to the Closing; and
(t)
The Target Fund has no actual or potential material liability for any Tax obligation of any taxpayer other than itself. The Target Fund (including its predecessor fund, if any) is not currently and has never been a member of a group of corporations with which it has filed (or been required to file) consolidated, combined or unitary Tax Returns except as disclosed on Schedule 4.1(t) with respect to certain state Tax Returns. The Target Fund is not a party to any Tax allocation, sharing, or indemnification agreement (other than agreements the primary purpose of which do not relate to Taxes).
4.2.
With respect to each Reorganization, the applicable Acquiring Entity, on behalf of the Acquiring Fund, represents and warrants to the corresponding Target Entity and Target Fund as follows:
(a)
The Acquiring Fund is duly organized as a series of the Acquiring Entity, which is a statutory trust duly formed, validly existing, and in good standing under the laws of the State of Delaware, each with power under its Governing Documents, to own all of its properties and assets and to carry on its business as it is now being, and as it is contemplated to be, conducted, and to enter into this Agreement and perform its obligations hereunder;
(b)
The Acquiring Entity is a registered investment company classified as a
management company of the open-end type, and its registration with the Commission as an investment company under the 1940 Act and the registration of the shares of the Acquiring Fund under the 1933 Act are in full force and effect;
(c)
No consent, approval, authorization, or order of any court, governmental authority or FINRA is required for the consummation by the Acquiring Fund of the transactions contemplated herein, except such as have been or will be (at or prior to the Closing Date) obtained under the 1933 Act, the 1934 Act, the 1940 Act and state securities laws or blue sky laws (which term as used herein shall include the laws of the District of Columbia and of Puerto Rico), each of which, as required, shall have been obtained on or prior to the Closing Date. No consent of or notice to any other third party or entity is required for the consummation by the Acquiring Fund of the transactions contemplated by this Agreement;
(d)
The registration statement on Form N-14 (the "N-14 Registration Statement") and any other prospectus and/or statement of additional information of the Acquiring Fund to be used in connection with the Reorganization will conform at the time of their use in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading;
(e)
The Acquiring Fund is not engaged currently, and the execution, delivery and performance of this Agreement will not result, in (i) a material violation of the Acquiring Entity's Governing Documents or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Acquiring Fund or the Acquiring Entity is a party or by which it is bound, or (ii) the acceleration of any obligation, or the imposition of any lien, encumbrance, penalty, or additional fee under any agreement, indenture, instrument, contract, lease, judgment or decree to which the Acquiring Fund or the Acquiring Entity is a party or by which it is bound;
(f)
Except as set forth on Schedule 4.2(f), no litigation or administrative proceeding or investigation of or before any court, tribunal, arbitrator, governmental body, regulatory agency or FINRA is presently pending or, to the Acquiring Fund's knowledge, threatened against the Acquiring Fund, and no such litigation, proceeding or investigation, if adversely determined, would materially and adversely affect the Acquiring Fund's financial condition or the conduct of its business or the Acquiring Fund's ability to consummate the transactions contemplated by this Agreement;
(g)
The Acquiring Fund has yet commenced operations. The Reorganization will be structured as a "shell reorganization" subject to U.S. federal income tax treatment under Section 368(a)(1)(F) of the Code. The Acquiring Fund is, and will be at the time of Closing, a new series portfolio of the Acquiring Entity created within the last twelve (12) months, without assets (other than seed capital) or liabilities, formed for the purpose of receiving the Assets and assuming the Liabilities of the Target Fund in connection with the Reorganization and, accordingly, the Acquiring Fund has not prepared books of account
and related records or financial statements or issued any shares except those issued in a private placement to its investment adviser or its affiliate to secure any required initial shareholder approvals;
(h)
The Acquiring Fund: (i) was formed for the purpose of the Reorganization, (ii) is not (and will not be as of the Closing Date) classified as a partnership, and instead is (and will be as of the Closing Date) classified as an association that is subject to tax as a corporation for federal tax purposes and either has elected (or will timely elect) the latter classification by filing Form 8832 with the Service or is (or will be as of the Closing Date) a "publicly traded partnership" (as defined in Section 7704(b) of the Code) that is treated as a corporation for federal tax purposes, (iii) has not filed any income tax return, and intends to qualify to be a regulated investment company under Subchapter M of the Code for its taxable year which includes the Closing Date, holds and has held no property other than de minimis assets related to its formation or maintenance of its legal status and has and has had no tax attributes other than attributes related to such de minimis assets, and (iv) is a "fund," as defined in Section 851(g)(2) of the Code, that is treated as a separate corporation under Section 851(g)(1) of the Code. The Acquiring Fund has no earnings or profits accumulated in any taxable year in which the provisions of Subchapter M of the Code did not apply to it;
(i)
All issued and outstanding Acquiring Fund shares are, and on the Closing Date will be, duly authorized and validly issued and outstanding, fully paid and non-assessable by the Acquiring Entity and, in every state where offered or sold, such offers and sales have been in compliance in all material respects with applicable registration and/or notice requirements of the 1933 Act and state and District of Columbia securities laws;
(j)
The Acquiring Entity, on behalf of the Acquiring Fund, has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated herein. The execution, delivery and performance of this Agreement will have been duly authorized prior to the Closing Date by all necessary action, if any, on the part of the board of trustees of the Acquiring Entity, on behalf of the Acquiring Fund, and subject to the approval of shareholders of the Target Fund and the due authorization, execution and delivery of this Agreement by the other parties hereto, this Agreement will constitute a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights and to general equity principles;
(k)
The shares of the Acquiring Fund to be issued and delivered to the Target Fund, for the account of the Target Fund Shareholders, pursuant to the terms of this Agreement, have been duly authorized and, when so issued and delivered, will be duly and validly issued Acquiring Fund shares, and, upon receipt of the Target Fund's Assets in accordance with the terms of this Agreement, will be fully paid and non-assessable by the Acquiring Entity;
(l)
The books and records of the Acquiring Fund are true and correct in all
material respects and contain no material omissions with respect to information required to be maintained under laws, rules, and regulations applicable to the Acquiring Fund;
(m)
The Acquiring Entity is not under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code;
4.3.
With respect to each Reorganization, the Target Entity, on behalf of the Target Fund, and the Acquiring Entity, on behalf of the Acquiring Fund, represent and warrant as follows:
(a)
For federal income tax purposes, the fair market value of the Acquiring Fund's shares that each Target Fund Shareholder receives will be approximately equal to the fair market value of the Target Fund shares it actually or constructively surrenders in exchange therefor;
(b)
The fair market value of the Assets will equal or exceed the Liabilities to be assumed by the Acquiring Fund and those to which the Assets are subject;
(c)
No expenses incurred by the Target Fund or on its behalf in connection with the Reorganization will be paid or assumed by the Acquiring Fund or any other third party unless those expenses are solely and directly related to the Reorganization (determined in accordance with the guidelines set forth in Rev. Rul. 73-54, 1973-1 C.B. 187) ("Reorganization Expenses"), and no cash or property other than Acquiring Fund shares will be transferred to the Target Fund or any of its shareholders with the intention that it be used to pay any expenses (even Reorganization Expenses) thereof;
(d)
Immediately following consummation of the Reorganization, other than shares of the Acquiring Fund issued to DMC or its affiliate representing de minimis assets related to the Acquiring Fund's formation or maintenance of its legal status, (1) the shareholders of the Acquiring Fund will own all the Acquiring Fund Shares and will own those shares solely by reason of their ownership of the Target Fund shares immediately before the Reorganization; (2) the Acquiring Fund will hold the same assets and will be subject to the Liabilities that the Target Fund held or was subject to immediately before the Reorganization; and (3) the amount of all distributions (other than regular, normal dividends) the Target Fund will make immediately preceding the Reorganization, will, in the aggregate, constitute less than 1% of its net assets.
5.
COVENANTS OF THE ACQUIRING FUNDS AND THE TARGET FUNDS
5.1.
With respect to each Reorganization:
(a)
The Target Portfolio will (i) operate its business in the ordinary course and substantially in accordance with past practice between the date hereof and the Closing Date, it being understood that, with respect to the Target Portfolio, such ordinary course of business may include purchases and sales of portfolio securities and other instruments, sales and redemptions of the Target Portfolio's shares, and the declaration and payment of customary dividends and distributions, and any other distribution that may be advisable, and (ii) use its reasonable best efforts to preserve intact its business organization and material assets and maintain the rights, franchises and business and customer relations
necessary to conduct the business operations of the Target Portfolio in the ordinary course in all material respects. The Acquiring Portfolio shall take such actions as are customary to the organization of a new series prior to its commencement of operations. No party shall take any action that would, or would reasonably be expected to, result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respects.
(b)
The Target Fund covenants that the Acquiring Fund's shares to be issued pursuant to this Agreement are not being acquired for the purpose of making any distribution thereof, other than to the Target Fund's shareholders in accordance with the terms of this Agreement.
(c)
The Target Entity, on behalf of the Target Fund, will provide the Acquiring Fund with (1) a statement of the respective tax basis and holding period of all investments to be transferred by the Target Fund to the Acquiring Fund, (2) a copy (which may be in electronic form) of the shareholder ledger accounts including, without limitation, the name, address and taxpayer identification number of each shareholder of record, the number of shares of beneficial interest held by each shareholder, the dividend reinvestment elections applicable to each shareholder, and the backup withholding and nonresident alien withholding certifications, notices or records on file with the Target Fund with respect to each shareholder, for all of the shareholders of record of the Target Fund as of the close of business on the Closing Date, who are to become holders of the Acquiring Fund as a result of the transfer of Assets (the "Target Fund Shareholder Documentation"), certified by its transfer agent or its President or Vice-President to the best of their knowledge and belief, (3) the tax books and records of the Target Fund for purposes of preparing any returns required by law to be filed for tax periods ending after the Closing Date, and (4) all FASB ASC 740-10-25 (formerly FIN 48) workpapers and supporting statements pertaining to the Target Fund (the "FIN 48 Workpapers"). The foregoing information to be provided within such timeframes as is mutually agreed by the parties.
(d)
Subject to the provisions of this Agreement, the Acquiring Fund and the Target Fund will each take, or cause to be taken, all action, and do or cause to be done all things, reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement.
(e)
As soon as is reasonably practicable after the Closing, the Target Fund will make one or more distributions to its shareholders consisting of all shares of the Acquiring Fund received at the Closing, as set forth in Section 1.2(d) hereof.
(f)
If reasonably requested by the Acquiring Fund, the Target Entity, on behalf of the Target Fund, shall deliver to the Acquiring Fund a statement of the earnings and profits (accumulated and current) of the Target Fund for federal income tax purposes that will be carried over to the Acquiring Fund as a result of Section 381 of the Code. The information to be provided under this subsection shall be provided within such timeframes as is mutually agreed by the parties.
(g)
The Acquiring Fund and the Target Fund shall each use their best efforts
prior to Closing to fulfill or obtain the fulfillment of the conditions precedent to effect the transactions contemplated by this Agreement.
(h)
It is the intention of the parties that each Reorganization will qualify as a reorganization with the meaning of Section 368(a)(1)(F) of the Code. None of the parties to a Reorganization shall take any action or cause any action to be taken (including, without limitation the filing of any Tax Return) that is inconsistent with such treatment or results in the failure of such Reorganization to qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code.
(i)
Any reporting responsibility of the Target Fund, including, but not limited to, the responsibility for filing regulatory reports, Tax Returns relating to tax periods ending on or prior to the Closing Date (whether due before or after the Closing Date), or other documents with the Commission, any state securities commission, and any Federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Target Fund, except as otherwise is mutually agreed by the parties.
(j)
The Target Entity, on behalf of the Target Fund, shall deliver to the Acquiring Fund copies of: (1) the federal, state and local income Tax Returns filed by or on behalf of the Target Fund (including its predecessor fund, if any) for the prior three (3) taxable years; and (2) any of the following that have been issued to or for the benefit of or that otherwise affect the Target Fund and which have continuing relevance: (a) rulings, determinations, holdings or opinions issued by any federal, state, local or foreign tax authority and (b) legal or Tax opinions.
(k)
Prior to the Closing, the Target Fund (i) may recapitalize so that it has a single class of shares outstanding and so that each holder of that single class of shares holds shares of that single class immediately after the recapitalization with an aggregate value equal to the aggregate value of any shares of the Target Fund held prior to the recapitalization, and (ii) if the Target Fund recapitalizes, then following the recapitalization (but, for the avoidance of doubt, prior to the Closing), shall redeem all fractional shares of the Target Fund outstanding on the records of the Target Fund's transfer agent.
6.
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TARGET FUNDS
6.1.
With respect to each Reorganization, the obligations of the Target Entity, on behalf of the Target Fund, to consummate the transactions provided for herein shall be subject to the performance, or to the extent legally permissible, the Target Entity's waiver, of the obligations to be performed by the Acquiring Fund hereunder on or before the Closing Date and, in addition thereto, the following conditions:
(a)
All representations and warranties of the Acquiring Fund and the Acquiring Entity contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Time, with the same force and effect as if made on and as of the Closing Time;
(b)
The Acquiring Entity shall have delivered to the Target Fund as of the
Closing Time a certificate executed in its name by its President or Vice President and Treasurer, in form and substance reasonably satisfactory to the Target Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Time, except as they may be affected by the transactions contemplated by this Agreement; and
(c)
The Acquiring Entity and the Acquiring Fund shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Acquiring Entity and the Acquiring Fund, on or before the Closing Time.
7.
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUNDS
7.1.
With respect to each Reorganization, the obligations of the Acquiring Entity, on behalf of the Acquiring Fund, to consummate the transactions provided for herein shall be subject to the performance, or to the extent legally permissible, the Acquiring Fund's waiver, of the obligations to be performed by the Target Fund hereunder on or before the Closing Date and, in addition thereto, the following conditions:
(a)
All representations and warranties of the Target Entity and the Target Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Time, with the same force and effect as if made on and as of the Closing Time;
(b)
The Target Entity shall have delivered to the Acquiring Entity on the Closing Date a certificate executed in its name by its President or Vice President and Treasurer, in form and substance reasonably satisfactory to the Acquiring Entity and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement;
(c)
If requested by the Acquiring Fund, the Target Entity, on behalf of the Target Fund, shall have delivered to the Acquiring Entity (i) a statement of the Target Fund's Assets, a list of portfolio securities of the Target Fund showing the adjusted tax basis of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the tax books and records of the Target Fund for purposes of preparing any returns required by law to be filed for tax periods ending after the Closing Date (iv) the FIN 48 Workpapers, (v) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund, and/or (vi) a statement of earnings and profits as provided in Section 5.1(f);
(d)
The Target Entity shall have delivered to the Acquiring Entity as of the
Closing Time a certificate executed in its name by its President or Vice President and Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target Fund made in this Agreement are true and correct at and as of the Closing Time;
(e)
The Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b) and 3.2(d) of this Agreement, respectively, each duly executed by an authorized officer of the Custodian, an authorized officer of the Target Transfer Agent or the Treasurer of the Target Entity, as applicable;
(f)
The Target Entity and the Target Fund shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Target Entity and the Target Fund, on or before the Closing Time;
(g)
The Target Entity, on behalf of the Target Fund, shall have duly executed and delivered to the Acquiring Entity such bills of sale, assignments, certificates and other instruments of transfer, including transfer instructions to the Custodian and instructions to the Acquiring Fund's transfer agent as the Acquiring Entity may reasonably deem necessary or desirable to evidence the transfer to the Acquiring Fund by the Target Fund all of the right, title and interest of the Target Fund in and to the respective Assets of the Target Fund. In each case, the Assets of the Target Fund shall be accompanied by all necessary state stock transfer stamps or cash for the appropriate purchase price therefor;
(h)
The Acquiring Entity shall have received at the Closing: (i) a certificate of an authorized signatory of the Custodian stating that the Assets of the Target Fund have been delivered to the Acquiring Fund; and (ii) a certificate of an authorized signatory from the Custodian for the Acquiring Fund stating that the Assets of the Target Fund have been received;
8.
FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUNDS AND THE TARGET FUNDS
With respect to each Reorganization, if any of the conditions set forth below have not been satisfied on or before the Closing Date with respect to the Target Fund or the Acquiring Fund, the Acquiring Entity or Target Entity, respectively, shall, at its option, not be required to consummate the transactions contemplated by this Agreement:
8.1.
The Agreement and transactions contemplated herein shall have been approved by the board of trustees of each of the Target Entity and Acquiring Entity. Notwithstanding anything herein to the contrary, neither the Target Fund nor the Acquiring Fund may waive the conditions set forth in this Section 8.1;
8.2.
On the Closing Date, no action, suit or other proceeding shall be pending or, to the Target Entity's or the Acquiring Entity's knowledge, threatened before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement, or the transactions contemplated herein;
8.3.
All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities deemed necessary by the Acquiring Fund or Target Fund to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not result in a material adverse effect on the Acquiring Fund or the Target Fund, provided that either party hereto may for itself waive any of such conditions;
8.4.
The N-14 Registration Statement shall have become effective under the 1933 Act and no stop orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act; and
8.5.
The Target Entity (on behalf of each Target Fund) and the Acquiring Entity (on behalf of each Acquiring Fund) shall have received on or before the Closing Date an opinion of Stradley Ronon Stevens & Young, LLP ("Stradley Ronon") in form and substance reasonably acceptable to the Target Entity and the Acquiring Entity, as to the matters set forth on Schedule 8.5. In rendering such opinion, Stradley Ronon may request and rely upon representations contained in certificates of officers of the Target Entity, the Acquiring Entity and others, and the officers of the Target Entity and the Acquiring Entity shall use their best efforts to make available such truthful certificates. Such opinion shall contain such limitations as shall be in the opinion of Stradley Ronon appropriate to render the opinions expressed therein. Subject to receipt of the certificates referenced in this Section 8.5 and absent a change of law or change of fact between the date of this Agreement and the Closing, the Acquiring Fund agrees that such opinion shall state that the Reorganization will qualify as a "reorganization" under Section 368(a)(1) of the Code. Notwithstanding anything herein to the contrary, neither the Acquiring Entity nor the Target Entity may waive the conditions set forth in this paragraph 8.5.
9.1.
With respect to each Reorganization, the Acquired Fund will pay two-thirds of the costs of the Reorganization and DMC will pay one-third of the costs of the Reorganization.
10.
COOPERATION AND EXCHANGE OF INFORMATION
10.1.
With respect to each Reorganization, prior to the Closing and for a reasonable time thereafter, the Target Entity and Acquiring Entity will provide each other and their respective representatives with such cooperation, assistance and information as is reasonably necessary (i) for the filing of any Tax Return, for the preparation for any audit, and for the prosecution or defense of any claim, suit or proceeding relating to any proposed adjustment, or (ii) for any financial accounting purpose. Each such party or their respective agents will retain until the applicable period for assessment under applicable law (giving effect to any and all extensions or waivers) has expired all returns, schedules and work papers and all material records or other documents relating to Tax matters and financial reporting of Tax positions of the Target Portfolio and the Acquiring Portfolio for its taxable period first ending after the Closing of the applicable Reorganization and for all prior taxable periods for which the statute of limitation had not run at the time of the Closing, provided that a Target Entity shall not be required to maintain any such documents that it has delivered to the Acquiring Portfolio.
11.
ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES AND COVENANTS
11.1.
The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall survive the consummation of the transactions contemplated hereunder. The covenants to be performed after the Closing shall survive the Closing.
This Agreement may be terminated and the transactions contemplated hereby may be abandoned with respect to one or more (or all) Reorganizations by mutual agreement of the parties.
This Agreement may be amended, modified or supplemented in a writing signed by the parties hereto to be bound by such Amendment.
14.
HEADINGS; GOVERNING LAW; COUNTERPARTS; ASSIGNMENT; LIMITATION OF LIABILITY
14.1.
The Article and Section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
14.2.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware and applicable federal law, without regard to its principles of conflicts of laws.
14.3.
This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.
14.4.
This Agreement may be executed in any number of counterparts, each of which shall be considered an original.
14.5.
It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of their respective directors or trustees, shareholders, nominees, officers, agents, or employees personally, but shall bind only the property of the applicable Target Fund or the applicable Acquiring Fund as provided in the Governing Documents of the applicable Target Entity or the applicable Acquiring Entity, respectively. The execution and delivery by such officers of this Agreement or any certificates or other documentation shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of such party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be approved on behalf of each Acquiring Fund and Target Fund.
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By:
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By:
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Title:
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With respect to Section 9.1 only, Delaware Management Company, a series of Nomura Investment Management Business Trust
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By:
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EXHIBIT A
TABLE OF REORGANIZATIONS
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TARGET FUND AND TARGET ENTITY
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ACQUIRING FUND AND ACQUIRING ENTITY
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Nomura Diversified Income Fund (formerly Macquarie Diversified Income Fund),
a series of Delaware Group Adviser Funds
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Nomura Diversified Income ETF,
a series of Nomura ETF Trust II (formerly, Voyageur Insured Funds)
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Nomura Limited-Term Diversified Income Fund (formerly Macquarie Limited-Term Diversified Income Fund), a series of Delaware Group Limited-Term Government Funds
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Nomura Limited-Term Diversified Income ETF, a series of Nomura ETF Trust II (formerly, Voyageur Insured Funds)
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Nomura Tax-Free California Fund (formerly Macquarie Tax-Free California Fund), a series of Voyageur Mutual Funds
|
Nomura Tax-Free California ETF, a series of Nomura ETF Trust II (formerly, Voyageur Insured Funds)
|
Schedule 4.1(h)
Target Fund Litigation, Administrative Proceedings and Investigations
[None]
Schedule 4.1(t)
Target Fund Tax Returns
[None]
Schedule 4.2(f)
Acquiring Fund Litigation, Administrative Proceedings and Investigations
[None]
Schedule 8.5
Tax Opinions
(i)
The acquisition by the Acquiring Fund of substantially all of the assets of the Target Fund, as provided for in the Agreement, in exchange for Acquiring Fund shares and the assumption by the Acquiring Fund of all of the liabilities of the Target Fund, followed by the distribution by the Target Fund to its shareholders of the Acquiring Fund shares in complete liquidation of the Target Fund, will qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, and the Target Fund and the Acquiring Fund each will be a "party to the reorganization" within the meaning of Section 368(b) of the Code.
(ii)
No gain or loss will be recognized by the Target Fund upon the transfer of substantially all of its assets to, and assumption of its liabilities by, the Acquiring Fund in exchange solely for the voting shares of the Acquiring Fund pursuant to Section 361(a) and Section 357(a) of the Code.
(iii)
No gain or loss will be recognized by the Acquiring Fund upon the receipt by it of substantially all of the assets of the Target Fund in exchange solely for the assumption of the liabilities of the Target Fund and issuance of the Acquiring Fund shares pursuant to Section 1032(a) of the Code.
(iv)
No gain or loss will be recognized by the Target Fund upon the distribution of the Acquiring Fund shares by the Target Fund to its shareholders in complete liquidation (in pursuance of the Agreement) pursuant to Section 361(c)(1) of the Code.
(v)
The tax basis of the assets of the Target Fund received by the Acquiring Fund will be the same as the tax basis of such assets in the hands of the Target Fund immediately prior to the transfer pursuant to Section 362(b) of the Code.
(vi)
The holding periods of the assets of the Target Fund in the hands of the Acquiring Fund will include the periods during which such assets were held by the Target Fund pursuant to Section 1223(2) of the Code.
(vii)
No gain or loss will be recognized by the shareholders of the Target Fund upon the exchange of all of their Target Fund shares for the Acquiring Fund shares pursuant to Section 354(a) of the Code, except to the extent of cash received in lieu of fractional shares.
(viii)
The aggregate tax basis of the Acquiring Fund shares to be received by each shareholder of the Target Fund will be the same as the aggregate tax basis of Target Fund shares exchanged therefor pursuant to Section 358(a)(1) of the Code.
(ix)
The holding period of Acquiring Fund shares received by a shareholder of the Target Fund will include the holding period of the Target Fund shares exchanged therefor, provided that the shareholder held Target Fund shares as a capital asset on the date of the exchange pursuant to Section 1223(1) of the Code.
(x)
For purposes of Section 381 of the Code, the Acquiring Fund will succeed to and
take into account, as of the date of the transfer as defined in Section 1.381(b)-1(b) of the income tax regulations issued by the United States Department of the Treasury (the "Income Tax Regulations"), the items of the Target Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Income Tax Regulations thereunder.
The foregoing opinion may state that no opinion is expressed as to the effect of the Reorganization on a Target Fund, Acquiring Fund or any Target Fund Shareholder with respect to any asset as to which unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a mark-to-market system of accounting.
EXHIBIT B
FINANCIAL HIGHLIGHTS
The financial highlights tables are intended to help you understand the Acquired Fund's financial performance for the past five years. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). The Acquiring Fund is new and has no performance history as of the date of this Information Statement/Prospectus. The Acquiring Fund will adopt the financial history, including the financial highlights, of the Acquired Fund following the Reorganization. As of December 1, 2025, Nomura Holding America Inc. completed the acquisition of Macquarie Asset Management's US and European public investments business.
The information has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose report, along with the Fund's financial statements, is available upon request by calling 800 523-1918, and is also available on the Fund's website and is included in the Fund's Form N-CSR filed with the SEC.
Financial highlights
Nomura Limited-Term Diversified Income Fund Class A
Selected data for each share of the Fund outstanding throughout each period were as follows:
|
|
|
|
|
|
|
|
|
Year ended
|
|
|
12/31/25
|
12/31/24
|
12/31/23
|
12/31/22
|
12/31/21
|
|
Net asset value, beginning of period
|
$7.86
|
$7.83
|
$7.71
|
$8.25
|
$8.44
|
|
|
|
|
|
|
|
|
Income (loss) from investment operations:
|
|
|
|
|
|
|
Net investment income1
|
0.30
|
0.30
|
0.26
|
0.13
|
0.07
|
|
Net realized and unrealized gain (loss)
|
0.10
|
0.03
|
0.12
|
(0.48)
|
(0.11)
|
|
Payment by affiliates
|
-
|
0.012
|
-
|
-
|
-
|
|
Total from investment operations
|
0.40
|
0.34
|
0.38
|
(0.35)
|
(0.04)
|
|
Less dividends and distributions from:
|
|
|
|
|
|
|
Net investment income
|
(0.32)
|
(0.31)
|
(0.26)
|
(0.19)
|
(0.15)
|
|
Return of capital
|
-
|
-
|
-
|
-
|
- 3
|
|
Total dividends and distributions
|
(0.32)
|
(0.31)
|
(0.26)
|
(0.19)
|
(0.15)
|
|
Capital contribution by affiliates
|
-
|
-2,4
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
Net asset value, end of period
|
$7.94
|
$7.86
|
$7.83
|
$7.71
|
$8.25
|
|
Total return5
|
5.11%
|
4.39%2
|
5.08%
|
(4.26%)
|
(0.45%)
|
|
|
|
|
|
|
|
|
Ratios and supplemental data:
|
|
|
|
|
|
|
Net assets, end of period (000 omitted)
|
$361,365
|
$398,429
|
$430,219
|
$216,299
|
$260,162
|
|
Ratio of expenses to average net assets6
|
0.64%
|
0.65%7
|
0.61%
|
0.53%
|
0.54%
|
|
Ratio of expenses to average net assets prior to fees waived6
|
0.94%
|
0.96%7
|
0.95%
|
0.96%
|
0.95%
|
|
Ratio of net investment income to average net assets
|
3.85%
|
3.78%
|
3.31%
|
1.71%
|
0.89%
|
|
Ratio of net investment income to average net assets prior to fees waived
|
3.55%
|
3.47%
|
2.97%
|
1.28%
|
0.48%
|
|
Portfolio turnover
|
233%
|
157%
|
116%
|
110%
|
205%
|
1
Calculated using average shares outstanding.
2
Includes payment by affiliates and capital contribution by affiliates, which impact the total return by 0.13%. See Note 2 in "Notes to financial statements" in the Fund's Form N-CSR for the year ended December 31, 2025.
3
Amount is less than $(0.005) per share.
4
Amount is less than $0.005 per share.
5
Total return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge. Total return during the period presented reflects waivers by the manager and/or distributor (as applicable). Performance would have been lower had the waivers not been in effect.
6
Expense ratios do not include expenses of any investment companies in which the Fund invests.
7
Includes non-recurring expenses of 0.01% for the year ended December 31, 2024.
Financial highlights
Nomura Limited-Term Diversified Income Fund Class C
Selected data for each share of the Fund outstanding throughout each period were as follows:
|
|
|
|
|
|
|
|
|
Year ended
|
|
|
12/31/25
|
12/31/24
|
12/31/23
|
12/31/22
|
12/31/21
|
|
Net asset value, beginning of period
|
$7.86
|
$7.82
|
$7.70
|
$8.24
|
$8.44
|
|
|
|
|
|
|
|
|
Income (loss) from investment operations:
|
|
|
|
|
|
|
Net investment income1
|
0.25
|
0.24
|
0.19
|
0.07
|
-
|
|
Net realized and unrealized gain (loss)
|
0.09
|
0.04
|
0.13
|
(0.49)
|
(0.12)
|
|
Payment by affiliates
|
-
|
0.012
|
-
|
-
|
-
|
|
Total from investment operations
|
0.34
|
0.29
|
0.32
|
(0.42)
|
(0.12)
|
|
Less dividends and distributions from:
|
|
|
|
|
|
|
Net investment income
|
(0.26)
|
(0.25)
|
(0.20)
|
(0.12)
|
(0.08)
|
|
Return of capital
|
-
|
-
|
-
|
-
|
- 3
|
|
Total dividends and distributions
|
(0.26)
|
(0.25)
|
(0.20)
|
(0.12)
|
(0.08)
|
|
Capital contribution by affiliates
|
-
|
-2,4
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
Net asset value, end of period
|
$7.94
|
$7.86
|
$7.82
|
$7.70
|
$8.24
|
|
Total return5
|
4.33%
|
3.74%2
|
4.27%
|
(5.08%)
|
(1.41%)
|
|
|
|
|
|
|
|
|
Ratios and supplemental data:
|
|
|
|
|
|
|
Net assets, end of period (000 omitted)
|
$5,983
|
$8,286
|
$11,692
|
$9,339
|
$11,355
|
|
Ratio of expenses to average net assets6
|
1.39%
|
1.40%7
|
1.39%
|
1.38%
|
1.39%
|
|
Ratio of expenses to average net assets prior to fees waived6
|
1.69%
|
1.71%7
|
1.70%
|
1.71%
|
1.70%
|
|
Ratio of net investment income to average net assets
|
3.10%
|
3.03%
|
2.53%
|
0.86%
|
0.04%
|
|
Ratio of net investment income (loss) to average net assets prior to fees waived
|
2.80%
|
2.72%
|
2.22%
|
0.53%
|
(0.27%)
|
|
Portfolio turnover
|
233%
|
157%
|
116%
|
110%
|
205%
|
1
Calculated using average shares outstanding.
2
Includes payment by affiliates and capital contribution by affiliates, which impact the total return by 0.13%. See Note 2 in "Notes to financial statements" in the Fund's Form N-CSR for the year ended December 31, 2025.
3
Amount is less than $(0.005) per share.
4
Amount is less than $0.005 per share.
5
Total return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge. Total return during the period presented reflects waivers by the manager and/or distributor (as applicable). Performance would have been lower had the waivers not been in effect.
6
Expense ratios do not include expenses of any investment companies in which the Fund invests.
7
Includes non-recurring expenses of 0.01% for the year ended December 31, 2024.
Financial highlights
Nomura Limited-Term Diversified Income Fund Class R
Selected data for each share of the Fund outstanding throughout each period were as follows:
|
|
|
|
|
|
|
|
|
Year ended
|
|
|
12/31/25
|
12/31/24
|
12/31/23
|
12/31/22
|
12/31/21
|
|
Net asset value, beginning of period
|
$7.86
|
$7.82
|
$7.71
|
$8.25
|
$8.44
|
|
|
|
|
|
|
|
|
Income (loss) from investment operations:
|
|
|
|
|
|
|
Net investment income1
|
0.28
|
0.28
|
0.23
|
0.11
|
0.04
|
|
Net realized and unrealized gain (loss)
|
0.10
|
0.04
|
0.12
|
(0.49)
|
(0.11)
|
|
Payment by affiliates
|
-
|
0.012
|
-
|
-
|
-
|
|
Total from investment operations
|
0.38
|
0.33
|
0.35
|
(0.38)
|
(0.07)
|
|
Less dividends and distributions from:
|
|
|
|
|
|
|
Net investment income
|
(0.30)
|
(0.29)
|
(0.24)
|
(0.16)
|
(0.12)
|
|
Return of capital
|
-
|
-
|
-
|
-
|
- 3
|
|
Total dividends and distributions
|
(0.30)
|
(0.29)
|
(0.24)
|
(0.16)
|
(0.12)
|
|
Capital contribution by affiliates
|
-
|
-2,4
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
Net asset value, end of period
|
$7.94
|
$7.86
|
$7.82
|
$7.71
|
$8.25
|
|
Total return5
|
4.86%
|
4.26%2
|
4.65%
|
(4.59%)
|
(0.80%)
|
|
|
|
|
|
|
|
|
Ratios and supplemental data:
|
|
|
|
|
|
|
Net assets, end of period (000 omitted)
|
$1,146
|
$975
|
$1,093
|
$743
|
$843
|
|
Ratio of expenses to average net assets6
|
0.89%
|
0.90%7
|
0.89%
|
0.88%
|
0.89%
|
|
Ratio of expenses to average net assets prior to fees waived6
|
1.19%
|
1.21%7
|
1.20%
|
1.21%
|
1.20%
|
|
Ratio of net investment income to average net assets
|
3.60%
|
3.53%
|
3.03%
|
1.36%
|
0.54%
|
|
Ratio of net investment income to average net assets prior to fees waived
|
3.30%
|
3.22%
|
2.72%
|
1.03%
|
0.23%
|
|
Portfolio turnover
|
233%
|
157%
|
116%
|
110%
|
205%
|
1
Calculated using average shares outstanding.
2
Includes payment by affiliates and capital contribution by affiliates, which impact the total return by 0.13%. See Note 2 in "Notes to financial statements" in the Fund's Form N-CSR for the year ended December 31, 2025.
3
Amount is less than $(0.005) per share.
4
Amount is less than $0.005 per share.
5
Total return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value. Total return during the period presented reflects waivers by the manager and/or distributor (as applicable). Performance would have been lower had the waivers not been in effect.
6
Expense ratios do not include expenses of any investment companies in which the Fund invests.
7
Includes non-recurring expenses of 0.01% for the year ended December 31, 2024.
Financial highlights
Nomura Limited-Term Diversified Income Fund Institutional Class
Selected data for each share of the Fund outstanding throughout each period were as follows:
|
|
|
|
|
|
|
|
|
Year ended
|
|
|
12/31/25
|
12/31/24
|
12/31/23
|
12/31/22
|
12/31/21
|
|
Net asset value, beginning of period
|
$7.86
|
$7.83
|
$7.71
|
$8.25
|
$8.44
|
|
|
|
|
|
|
|
|
Income (loss) from investment operations:
|
|
|
|
|
|
|
Net investment income1
|
0.32
|
0.32
|
0.27
|
0.15
|
0.09
|
|
Net realized and unrealized gain (loss)
|
0.10
|
0.03
|
0.13
|
(0.49)
|
(0.12)
|
|
Payment by affiliates
|
-
|
0.012
|
-
|
-
|
-
|
|
Total from investment operations
|
0.42
|
0.36
|
0.40
|
(0.34)
|
(0.03)
|
|
Less dividends and distributions from:
|
|
|
|
|
|
|
Net investment income
|
(0.34)
|
(0.33)
|
(0.28)
|
(0.20)
|
(0.16)
|
|
Return of capital
|
-
|
-
|
-
|
-
|
- 3
|
|
Total dividends and distributions
|
(0.34)
|
(0.33)
|
(0.28)
|
(0.20)
|
(0.16)
|
|
Capital contribution by affiliates
|
-
|
-2,4
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
Net asset value, end of period
|
$7.94
|
$7.86
|
$7.83
|
$7.71
|
$8.25
|
|
Total return5
|
5.38%
|
4.65%2
|
5.31%
|
(4.12%)
|
(0.30%)
|
|
|
|
|
|
|
|
|
Ratios and supplemental data:
|
|
|
|
|
|
|
Net assets, end of period (000 omitted)
|
$277,522
|
$307,248
|
$333,210
|
$199,497
|
$213,457
|
|
Ratio of expenses to average net assets6
|
0.39%
|
0.40%7
|
0.39%
|
0.38%
|
0.39%
|
|
Ratio of expenses to average net assets prior to fees waived6
|
0.69%
|
0.71%7
|
0.70%
|
0.71%
|
0.70%
|
|
Ratio of net investment income to average net assets
|
4.10%
|
4.03%
|
3.53%
|
1.86%
|
1.04%
|
|
Ratio of net investment income to average net assets prior to fees waived
|
3.80%
|
3.72%
|
3.22%
|
1.53%
|
0.73%
|
|
Portfolio turnover
|
233%
|
157%
|
116%
|
110%
|
205%
|
1
Calculated using average shares outstanding.
2
Includes payment by affiliates and capital contribution by affiliates, which impact the total return by 0.13%. See Note 2 in "Notes to financial statements" in the Fund's Form N-CSR for the year ended December 31, 2025.
3
Amount is less than $(0.005) per share.
4
Amount is less than $0.005 per share.
5
Total return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value. Total return during the period presented reflects waivers by the manager. Performance would have been lower had the waivers not been in effect.
6
Expense ratios do not include expenses of any investment companies in which the Fund invests.
7
Includes non-recurring expenses of 0.01% for the year ended December 31, 2024.
Financial highlights
Nomura Limited-Term Diversified Income Fund Class R6
Selected data for each share of the Fund outstanding throughout each period were as follows:
|
|
|
|
|
|
|
|
|
Year ended
|
|
|
12/31/25
|
12/31/24
|
12/31/23
|
12/31/22
|
12/31/21
|
|
Net asset value, beginning of period
|
$7.86
|
$7.82
|
$7.70
|
$8.24
|
$8.44
|
|
|
|
|
|
|
|
|
Income (loss) from investment operations:
|
|
|
|
|
|
|
Net investment income1
|
0.33
|
0.32
|
0.28
|
0.15
|
0.09
|
|
Net realized and unrealized gain (loss)
|
0.09
|
0.04
|
0.13
|
(0.48)
|
(0.12)
|
|
Payment by affiliates
|
-
|
0.012
|
-
|
-
|
-
|
|
Total from investment operations
|
0.42
|
0.37
|
0.41
|
(0.33)
|
(0.03)
|
|
Less dividends and distributions from:
|
|
|
|
|
|
|
Net investment income
|
(0.34)
|
(0.33)
|
(0.29)
|
(0.21)
|
(0.17)
|
|
Return of capital
|
-
|
-
|
-
|
-
|
-3
|
|
Total dividends and distributions
|
(0.34)
|
(0.33)
|
(0.29)
|
(0.21)
|
(0.17)
|
|
Capital contribution by affiliates
|
-
|
-2,4
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
Net asset value, end of period
|
$7.94
|
$7.86
|
$7.82
|
$7.70
|
$8.24
|
|
Total return5
|
5.47%
|
4.86%2
|
5.37%
|
(4.06%)
|
(0.36%)
|
|
|
|
|
|
|
|
|
Ratios and supplemental data:
|
|
|
|
|
|
|
Net assets, end of period (000 omitted)
|
$10,696
|
$21,780
|
$22,421
|
$4,900
|
$5,923
|
|
Ratio of expenses to average net assets6
|
0.31%
|
0.33%7
|
0.32%
|
0.32%
|
0.32%
|
|
Ratio of expenses to average net assets prior to fees waived6
|
0.61%
|
0.62%7
|
0.65%
|
0.65%
|
0.63%
|
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Ratio of net investment income to average net assets
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4.17%
|
4.10%
|
3.60%
|
1.92%
|
1.10%
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Ratio of net investment income to average net assets prior to fees waived
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3.87%
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3.81%
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3.27%
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1.59%
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0.79%
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Portfolio turnover
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233%
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157%
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116%
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110%
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205%
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1
Calculated using average shares outstanding.
2
Includes payment by affiliates and capital contribution by affiliates, which impact the total return by 0.13%. See Note 2 in "Notes to financial statements" in the Fund's Form N-CSR for the year ended December 31, 2025.
3
Amount is less than $(0.005) per share.
4
Amount is less than $0.005 per share.
5
Total return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value. Total return during the period presented reflects waivers by the manager. Performance would have been lower had the waivers not been in effect.
6
Expense ratios do not include expenses of any investment companies in which the Fund invests.
7
Includes non-recurring expenses of 0.01% for the year ended December 31, 2024.
EXHIBIT C
COMPARISON OF CHARTER DOCUMENTS
Cumulative Voting: The Declaration of Trust for each Trust provides that there shall be no cumulative voting in the election of trustees or on any other matter.
Share Ownership: The Declaration of Trust for each Trust provides that shares of the Trust shall be divided from time to time and include fractional and whole shares. Any fractional shall carry proportionately all the rights and obligations of a whole Share of that Series, including rights with respect to voting, receipt of dividends and distributions, redemption of Shares and dissolution of the Trust or that Series.
Voting Rights of Shareholders: The Declaration of Trust and By-Laws (collectively, the "Charter Documents") of each Trust provide shareholders, to the extent required by the 1940 Act, with the right to vote on the election of Trustees and on any matters as the Board of Trustees may consider necessary or desirable. The Charter Documents for the Trusts allow shareholders to vote with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the By-Laws, the 1940 Act or any registration statement of the Trust filed with the SEC.
Removal of Trustees: The Charter Documents for the Trusts provide that shareholders shall have the power to remove a Trustee only to the extent provided by the 1940 Act and the rules and regulations thereunder.
Rights of Shareholders to Call Meetings. The Charter Documents of the Trusts provide that a meeting of shareholders for the purpose of electing one or more Trustees may be called by the Board of Trustees or, to the extent provided by the 1940 Act and the rules and regulations thereunder, by the shareholders.
Indemnification. The Charter Documents of the Trusts provide that the officers and Trustees of the Trust shall be indemnified against any and all claims or demands arising out of or related to his or her duties as officer or Trustee of the Trust (subject to the provisions in the By-Laws). The Charter Documents of the Trusts also state that the officers and Trustees shall not be indemnified against liability to the Trust or any shareholder to which such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office. The Charter Documents of the Trusts provide that if any shareholder or former shareholder shall be exposed to liability by reason of a claim or demand relating solely to his or her being or having been a shareholder of a Trust (or by having been a shareholder of a particular series), and not because of such person's acts or omissions, the shareholder or former shareholder (or, in the case of a natural person, his or her heirs, executors, administrators, or other legal representatives or, in the case of a corporation or other entity, its corporate or other general successor) shall be entitled to be held harmless from and indemnified out of the assets of the Trust or out of the assets of the applicable series (as the case may be) against all loss and expense arising from such claim or demand.
Termination/Dissolution. The Charter Documents of each Trust provide that the Trust may be dissolved by vote of the Trustees, without a shareholder vote. The Charter Documents
for the Trusts provide that shareholders may dissolve the Trust by a vote of the majority of the shares of the Trust entitled to vote.
Amendments to the Declaration of Trust. The Declaration of Trust for the Trusts provides that the Board can amend the Declaration of Trust without shareholder approval, except where required by the 1940 Act or other applicable law or to adopt amendments which would adversely affect to a material degree the rights and preferences of the shares of any series or class already issued.
Preemptive or Dissenters Rights. The Charter Documents for the Trusts provides that shareholders shall have no preemptive or other right to subscribe to new or additional Shares or other securities issued by the Trust or any series.
PART B
STATEMENT OF ADDITIONAL INFORMATION
Dated October [ ] , 2026
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Acquisition of the Assets of:
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NOMURA LIMITED-TERM DIVERSIFIED INCOME FUND
(a series of Delaware Group Limited-Term Government Funds)
(formerly, Macquarie Limited-Term Diversified Income Fund)
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By and in exchange for shares of:
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NOMURA LIMITED-TERM DIVERSIFIED INCOME ETF
(a series of Nomura ETF Trust II)
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Nomura Funds
100 Independence, 610 Market Street
Philadelphia, Pennsylvania 19106-2354
800 523-1918
This Statement of Additional Information ("SAI"), which is not a prospectus, supplements and should be read in conjunction with the Information Statement/Prospectus dated October __, 2026 (the "Information Statement/Prospectus") relating to the reorganization (the "Reorganization") of the Nomura Limited-Term Diversified Income Fund (the "Acquired Fund"), a series of the Delaware Group Limited-Term Government Funds (the "Acquired Trust"), into the Nomura Limited-Term Diversified Income ETF (the "Acquiring Fund"), a series of the Nomura ETF Trust II (the "Acquiring Trust").
The Information Statement/Prospectus relating to the above referenced matter may be obtained without charge from the Acquiring Trust, on behalf of the Acquiring Fund, and the Acquired Trust, on behalf of the Acquired Fund, by calling the telephone number above or by writing to the Acquiring Trust or Acquired Trust at: c/o Nomura Funds, P.O. Box 534437, Pittsburgh, PA 15253-4437 (regular mail) or c/o Nomura Funds Service Center, Attention: 534437, 500 Ross Street, 154-0520, Pittsburgh, PA 15262 (overnight courier service).
STATEMENT OF ADDITIONAL INFORMATION
[TABLE OF CONTENTS]
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GENERAL INFORMATION
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2
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INCORPORATION OF DOCUMENTS BY REFERENCE
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2
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SUPPLEMENTAL FINANCIAL INFORMATION
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2
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GENERAL INFORMATION
The Boards of Trustees (the "Boards") of the Acquired Trust and the Acquiring Trust, on behalf of their respective series, reviewed and approved an Agreement and Plan of Reorganization (the "Plan") that provides for the Reorganization of the Acquired Fund into the Acquiring Fund. The Boards determined that the Reorganization is in the best interests of the Acquired Fund and the Acquiring Fund and that the interests of the shareholders of the Acquired Fund and the Acquiring Fund will not be diluted as a result of the Reorganization.
Pursuant to the Plan: (i) all of the property and assets of the Acquired Fund will be acquired by the Acquiring Fund, and (ii) the Acquiring Trust, on behalf of the Acquiring Fund, will assume the liabilities of the Acquired Fund, in exchange for shares of the Acquiring Fund and cash in lieu of fractional shares. According to the Plan, the Acquired Fund will be liquidated and dissolved following the Reorganization.
Further information is included in the Information Statement/Prospectus and in the documents listed below that are incorporated by reference into this SAI.
INCORPORATION OF DOCUMENTS BY REFERENCE
This SAI, relating specifically to the Reorganization, consists of this document and the following described documents, each of which is incorporated by reference herein (is legally considered part of this SAI):
ACQUIRED FUND
Nomura Limited-Term Diversified Income Fund
ACQUIRING FUND
Nomura Limited-Term Diversified Income ETF
●
Statement of Additional Information dated [October __], 2026 for Nomura ETF Trust II, with respect to Nomura Limited-Term Income ETF (filed via EDGAR on [__________], 2026, Accession No. [ ]).
Because the Acquiring Fund was newly-created for the purposes of the Reorganization, the Acquiring Fund has not published financial statements. The Acquiring Fund is a newly-created shell series of the Acquiring Trust with no assets or liabilities that will commence operations upon consummation of the Reorganization and continue the operations of the Acquired Fund. The Acquired Fund shall be the accounting and performance survivor in the Reorganization, and the Acquiring Fund, as the corporate survivor in the Reorganization, shall adopt the accounting and performance history of the Acquired Fund.
This SAI is not a prospectus, and should be read in conjunction with the Information Statement/Prospectus, dated October __, 2026, relating to the Reorganization.
The Information Statement/Prospectus and any of the materials incorporated by reference into this SAI are available upon request, without charge, by contacting Nomura Funds at: c/o Nomura Funds, P.O. Box 534437, Pittsburgh, PA 15253-4437 (regular mail) or c/o Nomura Funds Service Center, Attention: 534437, 500 Ross Street, 154-0520, Pittsburgh, PA 15262 (overnight courier service).
SUPPLEMENTAL FINANCIAL INFORMATION
Tables showing the fees and expenses of the Acquired Fund and the Acquiring Fund, and the fees and expenses of the Acquiring Fund on a pro forma basis after giving effect to the proposed Reorganization, are included in the section entitled "INFORMATION ABOUT THE FUNDS" in the Information Statement/Prospectus. The Reorganization will not result in a material change to any of the Acquired Fund's portfolio holdings, as the Acquiring Fund has the same investment objectives, investment strategies, and investment restrictions as the Acquired Fund. Accordingly, a schedule of investments of the Acquired Fund modified to show the effects of such change is not required and is not included. There are no material differences in the valuation, tax, or accounting policies of the Acquired Fund as compared to those of the Acquiring Fund.
PART C
(Nomura ETF Trust II)
OTHER INFORMATION
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Item 15.
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Indemnification.
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Reference is made to Section 8 of the Distribution Agreement, incorporated into this filing by reference to Post-Effective Amendment No. 73, File No. 033-11235, filed July 13, 2026. Reference is also made to Article VII, Section 2 of the Registrant's Amended and Restated Agreement and Declaration of Trust (May 20, 2026), incorporated into this filing by reference to Post-Effective Amendment No. 73, File No. 033-11235, filed July 13, 2026, which provides for indemnification and limitation of liability of the Trustees and officers of the Registrant.
In addition, reference is made to Article VI of the Amended and Restated By-Laws (May 20, 2026), incorporated into this filing by reference to Post-Effective Amendment No. 73, File No. 033-11235, filed July 13, 2026, which provides that the Registrant will indemnify the Trustees, officers, employees and other agents of Registrant, subject to certain limitations. Reference is also made to Section 3817 of the Delaware Statutory Trust Act.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to Trustees, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a Trustee, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such Trustee, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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Item 16.
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Exhibits. The following exhibits are incorporated by reference to the Registrant's previously filed documents indicated below, except as noted:
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(1)
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Copies of the charter of the Registrant as now in effect.
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(a)
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(b)
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(i)
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(2)
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By-Laws.
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(3)
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Voting Trust Agreements. Not applicable.
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(4)
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Agreement of Reorganization.
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Form of Agreement and Plan of Reorganization is filed herewith as Exhibit A to the Information Statement/Prospectus.
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(5)
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Instruments Defining Rights of Security Holders. None other than those contained in Exhibits (1) and (2).
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(6)
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Investment Advisory Contracts.
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(a)
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Investment Management Agreement (July 13, 2026) between Delaware Management Company (a series of Nomura Investment Management Business Trust) and the Registrant, incorporated into this filing by reference to Post-Effective Amendment No. 73 filed on July 13, 2026 by the Registrant (File No. 033-11235).
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(b)
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Investment Advisory Expense Limitation Letter (July 2026) from Delaware Management Company (a series of Nomura Investment Management Business Trust) relating to the Registrant, incorporated into this filing by reference to Post-Effective Amendment No. 73 filed on July 13, 2026 by the Registrant (File No. 033-11235).
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(c)
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Sub-Advisory Agreement (April 30, 2026) between Delaware Management Company (a series of Nomura Investment Management Business Trust) and Nomura Corporate Research and Asset Management Inc., incorporated into this filing by reference to Post-Effective Amendment No. 213 filed on July 29, 2026 by Ivy Funds (File No. 033-06569).
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(d)
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Amendment No. 1 to the Sub-Advisory Agreement (April 30, 2026) between Delaware Management Company (a series of Nomura Investment Management Business Trust) and Nomura Corporate Research and Asset Management Inc., incorporated into this filing by reference to Post-Effective Amendment No. 74 filed on August 12, 2026 by the Registrant (File No. 033-11235).
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(e)
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Amendment No. 2 to the Sub-Advisory Agreement (July 13, 2026) between Delaware Management Company (a series of Nomura Investment Management Business Trust) and Nomura Corporate Research and Asset Management Inc., incorporated into this filing by reference to Post-Effective Amendment No. 213 filed on July 29, 2026 by Ivy Funds (File No. 033-06569).
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(7)
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Underwriting Contracts.
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(a)
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ETF Distribution Agreement (July 13, 2026) between the Registrant and Foreside Financial Services, LLC, incorporated into this filing by reference to Post-Effective Amendment No. 73 filed on July 13, 2026 by the Registrant (File No. 033-11235).
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(b)
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ETF Distribution Services Agreement (July 13, 2026) between Delaware Management Company, a series of Nomura Investment Management Business Trust, and Foreside Financial Services, LLC, incorporated into this filing by reference to Post-Effective Amendment No. 73 filed on July 13, 2026 by the Registrant (File No. 033-11235).
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(c)
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(8)
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Bonus or Profit Sharing Contracts. Not applicable.
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(9)
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Custodian Agreements.
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(a)
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Mutual Fund Custody and Services Agreement (July 20, 2007) between The Bank of New York Mellon (formerly, Mellon Bank, N.A.) and the Registrant, incorporated into this filing by reference to Post-Effective Amendment No. 92 filed on April 28, 2023 by Ivy Variable Insurance Portfolios (File No. 033-11466).
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(i)
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Amendment No. 2 (July 1, 2017) to Mutual Fund Custody and Services Agreement, incorporated into this filing by reference to Post-Effective Amendment No. 92 filed April 28, 2023 by Ivy Variable Insurance Portfolios (File No. 033-11466).
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(ii)
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Amendment No. 4 (July 19, 2019) to Mutual Fund Custody and Services Agreement, incorporated into this filing by reference to Post-Effective Amendment No. 92 filed April 28, 2023 by Ivy Variable Insurance Portfolios (File No. 033-11466).
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(iii)
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Amendment No. 5 (December 31, 2021) to Mutual Fund Custody and Services Agreement, incorporated into this filing by reference to Post-Effective Amendment No. 92 filed April 28, 2023 by Ivy Variable Insurance Portfolios (File No. 033-11466).
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(iv)
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Amendment No. 6 (December 31, 2021) to Mutual Fund Custody and Services Agreement, incorporated into this filing by reference to Post-Effective Amendment No. 92 filed April 28, 2023 by Ivy Variable Insurance Portfolios (File No. 033-11466).
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(v)
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Amendment No. 7 (June 30, 2024) to Mutual Fund Custody and Services Agreement, incorporated into this filing by reference to Post-Effective Amendment No. 104 filed April 29, 2025.
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(vi)
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Amendment No. 8 (April 1, 2025) to Mutual Fund Custody and Services Agreement, incorporated into this filing by reference to Post-Effective Amendment No. 108 filed on February 26, 2026 by Delaware Pooled Trust (File No. 033-40991).
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(vii)
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Amendment No. 9 (April 25, 2025) to Mutual Fund Custody and Services Agreement, incorporated into this filing by reference to Post-Effective Amendment No. 108 filed on February 26, 2026 by Delaware Pooled Trust (File No. 033-40991).
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(viii)
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Amendment No. 10 (December 1, 2025) to Mutual Fund Custody and Services Agreement, incorporated into this filing by reference to Post-Effective Amendment No. 108 filed on February 26, 2026 by Delaware Pooled Trust (File No. 033-40991).
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(ix)
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Amendment No. 11 (July 8, 2026) to Mutual Fund Custody and Services Agreement, incorporated into this filing by reference to Post-Effective Amendment No. 73 filed on July 13, 2026 by the Registrant (File No. 033-11235).
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(b)
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Securities Lending Authorization Agreement (July 20, 2007) between The Bank of New York Mellon (formerly, Mellon Bank, N.A.) and the Registrant, incorporated into this filing by reference to Post-Effective Amendment No. 35 filed on December 28, 2007 by Delaware Group Tax-Free Fund (File No. 002-86606).
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(i)
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Amendment (September 22, 2009) to the Securities Lending Authorization Agreement, incorporated into this filing by reference to Post-Effective Amendment No. 40 filed on October 29, 2010 by Delaware Group Tax-Free Fund (File No. 002-86606).
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(ii)
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Amendment No. 2 (January 1, 2010) to the Securities Lending Authorization Agreement, incorporated into this filing by reference to the Post-Effective Amendment No. 40 filed on October 29, 2010 by Delaware Group Tax-Free Fund (File No. 002-86606).
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(iii)
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Amendment No. 3 (October 12, 2010) to the Securities Lending Authorization Agreement, incorporated into this filing by reference to Post-Effective Amendment No. 97 filed on January 28, 2026 by Delaware Group Equity Funds IV (File No. 033-00442).
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(iv)
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Amendment No. 4 (December 17, 2015) to the Securities Lending Authorization Agreement, incorporated into this filing by reference to Post-Effective Amendment No. 97 filed on January 28, 2026 by Delaware Group Equity Funds IV (File No. 033-00442).
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(v)
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Amendment No. 5 (August 10, 2016) to the Securities Lending Authorization Agreement, incorporated into this filing by reference to Post-Effective Amendment No. 97 filed on January 28, 2026 by Delaware Group Equity Funds IV (File No. 033-00442).
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(vi)
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Amendment No. 6 (November 14, 2019) to the Securities Lending Authorization Agreement, incorporated into this filing by reference to Post-Effective Amendment No. 97 filed on January 28, 2026 by Delaware Group Equity Funds IV (File No. 033-00442).
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(vii)
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Amendment (December 3, 2020) to the Securities Lending Authorization Agreement, incorporated into this filing by reference to Post-Effective Amendment No. 97 filed on January 28, 2026 by Delaware Group Equity Funds IV (File No. 033-00442).
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(viii)
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Amendment No. 8 (December 1, 2025) to the Securities Lending Authorization Agreement, incorporated into this filing by reference to Post-Effective Amendment No. 97 filed on January 28, 2026 by Delaware Group Equity Funds IV (File No. 033-00442).
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(ix)
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Amendment No. 9 to the Securities Lending Authorization Agreement to be filed by amendment.
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(10)
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Rule 12b-1 Plan. Not applicable.
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(11)
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Opinion and consent of counsel regarding legality and issuance of shares and other matters. To be filed by amendment.
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(12)
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Opinion and consent of counsel regarding tax matters. To be filed by amendment.
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(13)
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Other material contracts.
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(a)
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(b)
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(i)
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Amendment No. 1 (July 1, 2017) to Amended and Restated Fund Accounting and Financial Administration Services Agreement, incorporated into this filing by reference to Post-Effective Amendment No. 92 filed April 28, 2023 by Ivy Variable Insurance Portfolios (File No. 033-11466).
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(ii)
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Amendment No. 2 (October 11, 2021) to Amended and Restated Fund Accounting and Financial Administration Services Agreement, incorporated into this filing by reference to Post-Effective Amendment No. 92 filed April 28, 2023 by Ivy Variable Insurance Portfolios (File No. 033-11466).
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(iii)
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Amendment No. 3 (December 31, 2021) to Amended and Restated Fund Accounting and Financial Administration Services Agreement, incorporated into this filing by reference to Post-Effective Amendment No. 92 filed April 28, 2023 by Ivy Variable Insurance Portfolios (File No. 033-11466).
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(iv)
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Amendment No. 4 (January 31, 2022) to Amended and Restated Fund Accounting and Financial Administration Services Agreement, incorporated into this filing by reference to Post-Effective Amendment No. 92 filed April 28, 2023 by Ivy Variable Insurance Portfolios (File No. 033-11466).
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(v)
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Amendment No. 5 (effective May 31, 2024) to Amended and Restated Fund Accounting and Financial Administration Services Agreement, incorporated into this filing by reference to Post-Effective Amendment No. 104 filed April 29, 2025 by Ivy Variable Insurance Portfolios (File No. 033-11466).
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(vi)
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Amendment No. 6 (July 30, 2024) to Amended and Restated Fund Accounting and Financial Administration Services Agreement, incorporated into this filing by reference to Post-Effective Amendment No. 104 filed April 29, 2025 by Ivy Variable Insurance Portfolios (File No. 033-11466).
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(vii)
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Amendment No. 7 (April 1, 2025) to Amended and Restated Fund Accounting and Financial Administration Services Agreement, incorporated into this filing by reference to Post-Effective Amendment No. 104 filed April 29, 2025 by Ivy Variable Insurance Portfolios (File No. 033-11466).
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(viii)
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Amendment No. 8 (April 25, 2025) to Amended and Restated Fund Accounting and Financial Administration Services Agreement, incorporated into this filing by reference to Post-Effective Amendment No. 105 filed April 29, 2026 by Ivy Variable Insurance Portfolios (File No. 033-11466).
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(ix)
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Amendment No. 9 (December 1, 2025) to Amended and Restated Fund Accounting and Financial Administration Services Agreement, incorporated into this filing by reference to Post-Effective Amendment No. 105 filed April 29, 2026 by Ivy Variable Insurance Portfolios (File No. 033-11466).
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(x)
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Amendment No. 10 (July 8, 2026) to Amended and Restated Fund Accounting and Financial Administration Services Agreement, incorporated into this filing by reference to Post-Effective Amendment No. 73 filed on July 13, 2026 by the Registrant (File No. 033-11235).
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(c)
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(i)
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Amendment No. 1 (July 2026) to Fund Accounting and Financial Administration Oversight Agreement, incorporated into this filing by reference to Post-Effective Amendment No. 73 filed on July 13, 2026 by the Registrant (File No. 033-11235).
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(14)
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Other consents relied upon.
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(a)
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Consent of independent registered public accounting firm PricewaterhouseCoopers LLP, is filed herewith as Exhibit EX-99.14.a.
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(15)
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Financial statements. Not applicable.
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(16)
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Powers of Attorney (August 12, 2026) attached as Exhibit No. EX-99.16.a.
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Item 17.
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Undertakings.
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(1)
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The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or part who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, as amended, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
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(2)
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The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, as amended, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
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(3)
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The undersigned Registrant agrees to file by Post-Effective Amendment the opinion and consent of counsel regarding the tax consequences of the proposed reorganization required by Item 16(12) of Form N-14 within a reasonable time after receipt of such opinion.
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SIGNATURES
As required by the Securities Act of 1933, this Registration Statement has been signed on behalf of the Registrant, in the City of Philadelphia and Commonwealth of Pennsylvania on this 17th day of August, 2026.
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NOMURA ETF TRUST II
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By:
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Shawn K. Lytle*
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Shawn K. Lytle
President/Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:
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Signature
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Title
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Date
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Shawn K. Lytle
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*
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President/Chief Executive Officer
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August 17, 2026
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Shawn K. Lytle
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(Principal Executive Officer) and Trustee
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Jerome D. Abernathy
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*
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Trustee
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August 17, 2026
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Jerome D. Abernathy
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Ann D. Borowiec
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*
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Trustee
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August 17, 2026
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Ann D. Borowiec
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Joseph W. Chow
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*
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Trustee
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August 17, 2026
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Joseph W. Chow
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John A. Fry
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*
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Trustee
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August 17, 2026
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John A. Fry
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Joseph Harroz, Jr.
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*
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Trustee
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August 17, 2026
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Joseph Harroz, Jr.
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Sandra A.J. Lawrence
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*
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Trustee
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August 17, 2026
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Sandra A.J. Lawrence
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Frances A. Sevilla-Sacasa
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*
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Trustee
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August 17, 2026
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Frances A. Sevilla-Sacasa
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Brian A. Swain
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*
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Trustee
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August 17, 2026
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Brian A. Swain
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Thomas K. Whitford
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*
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Chair and Trustee
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August 17, 2026
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Thomas K. Whitford
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Christianna Wood
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*
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Trustee
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August 17, 2026
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Christianna Wood
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/s/Richard Salus
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Senior Vice President/Chief Financial Officer
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August 17, 2026
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Richard Salus
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(Principal Financial Officer/Chief Accounting Officer/Controller)
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*By: /s/ Richard Salus
Richard Salus
as Attorney-in-Fact for each of the persons indicated
(Pursuant to Powers of Attorney filed herewith)
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Exhibits
to
Form N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INDEX TO EXHIBITS
(Nomura ETF Trust II N-14)
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Exhibit No.
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Exhibit
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EX-99.14.a
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Consent of PricewaterhouseCoopers LLP
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EX-99.16.a
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Powers of Attorney (August 12, 2026)
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