Nushares ETF Trust
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company
Act file number 811-23161
Nushares ETF Trust
(Exact name of registrant as specified in charter)
Nuveen Investments
333
West Wacker Drive, Chicago, IL 60606
(Address of principal executive offices) (Zip code)
Diana R. Gonzalez
Nuveen Investments
333
West Wacker Drive
Chicago, IL 60606
(Name and address of agent for service)
Registrants telephone number, including area code: (312) 917-7700
Date of fiscal year end: December 31
Date of reporting period:
December 31, 2021
Form N-CSR is to be used by management investment companies to file reports
with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17
CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policy making roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will
make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget
(OMB) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss.3507.
ITEM 1. |
REPORTS TO STOCKHOLDERS. |
Nuveen Exchange-Traded
Funds
Fund
Name |
|
Listing
Exchange |
Ticker
Symbol |
|
Nuveen
Short-Term REIT ETF |
|
Cboe
BZX Exchange, Inc. |
NURE
|
|
|
As
permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund's annual and semi-annual shareholder reports will not be sent to you by mail unless you specifically request paper copies of the reports. Instead,
the reports will be made available on the Fund's website (www.nuveen.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report.
You may elect to receive shareholder reports and other
communications from the Fund electronically at any time by contacting the financial intermediary (such as a broker-dealer or bank) through which you hold your Fund shares.
You may elect to receive all future shareholder reports in
paper free of charge at any time by contacting your financial intermediary. Your election to receive reports in paper will apply to all funds held in your account with your financial intermediary.
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If you receive your Nuveen Fund
distributions and statements directly from Nuveen.
Must be preceded by or accompanied by a
prospectus.
NOT FDIC INSURED MAY
LOSE VALUE NO BANK GUARANTEE
Chair’s Letter to
Shareholders
Dear Shareholders,
We have seen a nearly full recovery in the economy and
began to approach more normalcy in our daily lives, enabled by unprecedented help from governments and central banks and the development of effective COVID-19 vaccines and therapies.
As crisis-related monetary and fiscal supports are phasing
out, global economic growth is expected to moderate from post-pandemic peak growth toward a more sustainable pace of expansion. In the U.S., the rapid rebound in the economy has pushed consumer prices higher, and ongoing supply chain disruptions
have kept the inflation rate elevated for longer than expected. With the economy and employment on strong footing, the Federal Reserve is ending its pandemic bond buying program and will begin raising short-term interest rates in 2022 to help keep
inflation in check. The Fed now faces the challenge of counteracting inflation pressures without stifling economic growth, which the markets will be watching closely. On the fiscal side, government spending will be lower from here, but the U.S. will
begin funding projects with the $1.2 trillion Infrastructure Investment and Jobs Act enacted on November 15, 2021, and Europe, Japan and China are also expected to roll out fiscal support in 2022.
Inflation levels, the timing of monetary policy
normalization and the global economy’s response to tighter financial conditions will be a key focus in the markets. We anticipate periodic volatility as markets digest incoming data on these impacts, as well as COVID-19 headlines, as there is
still uncertainty about the course of the pandemic. Short-term market fluctuations can provide your Fund opportunities to invest in new ideas as well as upgrade existing positioning while providing long-term value for shareholders. For more than 120
years, the careful consideration of risk and reward has guided Nuveen’s focus on delivering long-term results to our shareholders.
To learn more about how your portfolio can take advantage
of new opportunities arising from the normalizing global economy, we encourage you to review your time horizon, risk tolerance and investment goals with your financial professional.
On behalf of the other members of the Nuveen Fund Board, I
look forward to continuing to earn your trust in the months and years ahead.
Terence J. Toth
Chair of the Board
February 22, 2022
Portfolio Managers’
Comments
Nuveen Short-Term REIT
ETF (NURE)
This Fund features portfolio management by
Teachers Advisors, LLC, an affiliate of Nuveen Fund Advisors, LLC. Portfolio managers Philip James (Jim) Campagna, CFA, and Lei Liao, CFA, discuss U.S. economic and market conditions, key investment strategies and the twelve-month performance of
NURE. Jim and Lei have managed NURE since its commencement of operations on December 19, 2016.
For more information on the Fund’s investment objectives
and policies, please refer to the prospectus
What factors
affected the U.S. economy and the real estate investment trust (REIT) market during the twelve-month reporting period ended December 31, 2021?
The U.S. economic recovery remained on course over the
twelve-month reporting period, despite setbacks from the COVID-19 virus and higher-than-expected inflation readings. Since the pandemic reached the U.S. in early 2020, the federal government has enacted $5.3 trillion in crisis-related aid and the
U.S. Federal Reserve (Fed) has kept borrowing rates low for businesses and individuals and kept the credit system stable. These measures, along with increasing vaccinations and improved treatments, helped the economy to reopen and activity to
rebound during 2021, despite additional COVID-19 surges caused by new, more contagious variants. U.S. gross domestic product (GDP) rose at an annualized 6.9% in the fourth quarter of 2021, accelerating from 2.3% in the third quarter when the delta
variant weighed on economic activity, according to the Bureau of Economic Analysis “advance” estimate. Also according to the “advance” estimate, in 2021 overall, GDP grew 5.7%, rebounding from the contraction of -3.4% in
2020.
The return of consumer demand to the economy put
upward pressure on inflation in 2021. However, as supply chains remained under stress and labor shortages continued, in part because of resurgences of the virus around the world, inflation appeared to be more durable than initially expected. The Fed
responded by reducing its pandemic-era support programs and signaled that rate increases were likely in 2022. Financial markets grew more concerned about the timing and size of these monetary policy shifts and their implications for the broader
economic outlook, which led to short-term volatility in interest rates and stock prices. However, strong corporate earnings and a lessening economic impact from each subsequent wave of the virus supported a more optimistic view that ultimately drove
stock prices and interest rates higher over 2021.
The
U.S. real estate sector was one of the stronger performing equity sectors for the reporting period. In the first half of the reporting period, vaccinations and reopenings supported the performance of retail and lodging related companies in
particular, while sentiment shifted in the second half of the reporting period. Real estate investors rotated into more defensive areas such as apartments, industrial and storage on concerns about rising COVID-19 cases and the likelihood for higher
interest rates in the coming year. Retail-related real estate investment trusts (REITs), however, remained strong performers over the reporting period owing to the continued rebound in consumer demand and spending.
This material is not intended to be a recommendation or investment advice,
does not constitute a solicitation to buy, sell or hold a security or an investment strategy, and is not provided in a fiduciary capacity. The information provided does not take into account the specific objectives or circumstances of any particular
investor, or suggest any specific course of action. Investment decisions should be made based on an investor’s objectives and circumstances and in consultation with his or her advisors.
Certain statements in this report are forward-looking
statements. Discussions of specific investments are for illustration only and are not intended as recommendations of individual investments. The forward-looking statements and other views expressed herein are those of the portfolio managers as of
the date of this report. Actual future results or occurrences may differ significantly from those anticipated in any forward-looking statements and the views expressed herein are subject to change at any time, due to numerous market and other
factors. The Fund disclaims any obligation to update publicly or revise any forward-looking statements or views expressed herein.
Refer to the Glossary of Terms Used in this Report for further
definition of the terms used within this section.
Portfolio Managers’
Comments (continued)
What key strategies were used to manage the Fund during the
twelve-month reporting period ended December 31, 2021?
The Fund seeks to track the investment results, before fees
and expenses, of the Dow Jones U.S. Select Short-Term REIT Index (the “NURE Custom Index”) which is comprised of U.S. exchange-traded equity REITs that concentrate their holdings in apartment buildings, hotels, self-storage facilities
and manufactured home properties which typically have shorter lease terms than REITs that invest in other sectors. The NURE Custom Index selects from securities included in the Dow Jones U.S. Select REIT Index (the “NURE Base Index”),
which is comprised of U.S. exchange-traded equity REITs.
The Fund attempts to replicate the NURE Custom Index by
investing all, or substantially all, of its assets in the REITs that make up the Index, holding each REIT in approximately the same proportion as its weighting in the Index. The Fund rebalances its holdings quarterly in response to the quarterly
rebalance of the NURE Custom Index.
How did the Fund
perform during the twelve-month reporting period ended December 31, 2021?
The table in the Fund’s Performance Overview and Expense
Ratios section of this report provides the Fund’s total return performance at net asset value (NAV) for the reporting period. The Fund’s total returns at NAV are compared with the performance of the Dow Jones U.S. Select Short-Term REIT
Index (the “NURE Custom Index”).
As equity
REITs appreciated during the trailing twelve-month period, the Fund generated a total return at NAV of over 53%. The total return at NAV for the Fund underperformed the NURE Custom Index during the reporting period. The Fund’s performance at
NAV reflects management fees and other expenses such as transaction costs incurred by the Fund during the reporting period while the NURE Custom Index is unmanaged and therefore returns do not reflect any such fees and expenses. Gross of management
fees and other expenses, the Fund performed in-line with its Custom Index over the reporting period.
Risk Considerations and
Distribution Information
Nuveen Short-Term REIT ETF (NURE)
Investing involves risk; principal loss is possible. There is
no guarantee the Fund’s investment objectives will be achieved. This ETF seeks to generally track the investment results of an index; however the Fund may underperform, outperform or be more volatile than the referenced index. This Fund
invests in equity REITs, which invest the majority of their assets directly in real property and derive their income primarily from rents and capital gains from the sale of appreciated properties. Equity REITs
can be greatly affected by economic downturns, by changes in real estate values, rents, property taxes, and interest rates, and by revisions to tax rules or other regulations applicable to REITs. The value of equity
securities may decline significantly over short or extended periods of time. The Fund’s assets will generally be concentrated in the securities of issuers in the real estate industry, and,
accordingly, the Fund may be adversely affected by the performance of those securities, may be subject to increased price volatility and may be more susceptible to adverse economic, market, political or regulatory occurrences affecting that
industry. These and other risk considerations, such as interest rate, non-diversification, and smaller company risks, are described in detail in the Fund’s prospectus.
Dividend Information
Regular dividends are declared and distributed quarterly for
NURE. The Fund intends to pay out substantially all of the distributions it receives from investments in real estate investment trust (REIT) securities, less expenses, each quarter. To permit the Fund to maintain a more stable dividend, the Fund may
pay dividends at a rate that may be more or less than the amount of net investment income it actually earned during the period. If the Fund has cumulatively earned more than it has paid in dividends, it will hold the excess in reserve as
undistributed net investment income (UNII) as part of the Fund's NAV. Conversely, if the Fund has cumulatively paid out dividends more than it has earned, the excess will constitute negative UNII that will likewise be reflected in the Fund's NAV.
The Fund will, over time, pay all of its net investment income as dividends to shareholders.
In certain instances, a portion of the Fund's distributions
may be paid from sources or comprised of elements other than ordinary income, including capital gains and/or a return of capital. This is generally due to the fact that the tax character of Fund distributions for a fiscal year is dependent upon the
amount and tax character or distributions received from securities held in the Fund's portfolio. Distributions received from certain securities in which the Fund invests, most notably REIT securities, may be characterized for tax purposes as
ordinary income, long-term capital gain and/or a return of capital. The issuer of a REIT security typically reports the tax character of its distributions only once per year, generally during the first two months of the following calendar year. The
full amount of the distributions received from such securities is included in the Fund's ordinary income during the course of the year until such time the Fund is notified by the issuer of the actual tax character. To the extent that at the time of
a particular distribution the Fund estimates that a portion of that distribution is attributable to a source or sources other than ordinary income, the Fund would send shareholders a notice to that effect. The final determination of the sources and
tax character of all distributions for the fiscal year is made after the end of the fiscal year.
The Fund seeks to pay regular dividends at a rate that
reflects the cash flow received from the Fund's investments in portfolio securities. Fund distributions are not intended to include expected portfolio appreciation; however, the Fund invests in securities that make payments which ultimately may be
fully or partially characterized for tax purposes by the securities' issuers as gains or return of capital. While the reported sources of distributions may include capital gains and/or return of capital for tax purposes, the Fund intends to
distribute only the net cash flow received as opposed to a distribution rate based on long-term total return. This tax treatment will generally "flow through" to the Fund's distributions, but the specific tax treatment is often not known with
certainty until after the end of the Fund's tax year. As a result, certain portions of the regular distributions by the Fund throughout the year were later recharacterized for tax purposes as either long-term gains (both realized and unrealized), or
as a non-taxable return of capital, as set forth in the table below.
Data as of
December 31, 2021
|
Percentages
of Distributions |
|
Per
Share Amounts |
Ticker
|
|
Net
Investment Income |
Realized
Gains |
Return
of Capital1 |
|
Distributions
|
Net
Investment Income |
Realized
Gains |
Return
of Capital1 |
NURE
|
|
71.51%
|
0.00%
|
28.49%
|
|
$0.5455
|
$0.3901
|
$0.0000
|
$0.1554
|
1
Return of capital may represent unrealized gains, return of shareholder's principal, or both. In certain circumstances, all or a portion of the return of capital may be characterized as ordinary income under federal tax law.
The actual tax characterization is provided to shareholders on Form 1099-DIV shortly after calendar year-end.
The amounts and sources of distributions reported in this
notice are for financial reporting purposes and are not being provided for tax reporting purposes. The actual amounts and character of the distributions for tax reporting purposes will be reported to shareholders on Form 1099-DIV which will be sent
to shareholders shortly after calendar year-end. More details about each Fund's distributions and the basis for these estimates are available on www.nuveen.com.
THIS PAGE
INTENTIONALLY LEFT BLANK
Fund Performance and Expense
Ratio
The Fund Performance and Expense Ratio for the Fund are shown
within this section of the report.
Fund Performance
Returns quoted represent past performance, which is no guarantee
of future results. Investment returns and principal value will fluctuate so that when shares are sold, they may be worth more or less than their original cost. Current performance may be higher or lower than the
performance shown.
Total returns for a period of
less than one year are not annualized (i.e. cumulative returns). Returns assume reinvestment of dividends and capital gains. Market price returns are based on the closing market price as of the end of the reporting period. For performance current to
the most recent month-end visit nuveen.com or call (800) 257-8787.
Returns do not reflect the deduction of taxes that a
shareholder would pay on Fund distributions or the sale of Fund shares.
Expense Ratio
The expense ratio shown are as of the Fund's most recent
prospectus. The expense ratio shown reflect total operating expenses (before fee waivers and/or expense reimbursements, if any). The expense ratio include management fees and other fees and expenses. Refer to the Financial Highlights later in this
report for the Fund's expense ratios as of the end of the reporting period.
Fund Performance and Expense
Ratio (continued)
Nuveen Short-Term REIT ETF (NURE)
Refer
to the first page of this Fund Performance and Expense Ratio section for further explanation of the information included within this section. Refer to the Glossary of Terms Used in this Report for definitions of terms used within this section.
Fund Performance and Expense Ratio
|
Total
Returns as of December 31, 2021 |
|
|
|
Average
Annual |
|
|
Inception
Date |
1-Year
|
5-Year
|
Since
Inception |
Expense
Ratios |
NURE
at NAV |
12/19/16
|
53.19%
|
13.57%
|
13.84%
|
0.35%
|
NURE
at Market Price |
12/19/16
|
53.42%
|
14.10%
|
13.88%
|
-
|
Dow
Jones U.S. Select REIT Index |
-
|
45.91%
|
9.65%
|
9.73%
|
-
|
Dow
Jones U.S. Select Short-Term REIT Index1 |
-
|
53.85%
|
13.96%
|
14.24%
|
-
|
1 For purposes of Fund performance, relative results are measured against this benchmark/index.
Growth of an Assumed $10,000 Investment as of December 31,
2021
The graph does not
reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares.
Holding
Summaries as of December 31, 2021
This data relates to the securities held in the Fund's
portfolio of investments as of the end of this reporting period. It should not be construed as a measure of performance for the Fund itself. Holdings are subject to change.
Nuveen Short-Term REIT ETF (NURE)
Fund
Allocation (% of net assets) |
|
Real
Estate Investment Trust Common Stocks |
99.6%
|
Other
Assets Less Liabilities |
0.4%
|
Net
Assets |
100%
|
Portfolio
Composition - REITs (% of net assets) |
Apartments
|
49.4%
|
Diversified
|
0.9%
|
Hotels
|
16.7%
|
Manufactured
Homes |
9.8%
|
Self-Storage
|
22.8%
|
Other
Assets Less Liabilities |
0.4%
|
Net
Assets |
100%
|
Top
Five REIT Holdings (% of net assets) |
|
Public
Storage |
5.2%
|
Extra
Space Storage Inc |
5.2%
|
Life
Storage Inc |
5.2%
|
Mid-America
Apartment Communities Inc |
5.1%
|
Invitation
Homes Inc |
5.0%
|
As a shareholder of the Fund, you incur two types of costs:
(1) transaction costs, including brokerage commissions on purchases and sales of Fund shares, and (2) ongoing costs, including management fees and other applicable Fund expenses. The Examples below are intended to help you understand your ongoing
costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Examples below are based on an investment of $1,000
invested at the beginning of the period and held through the period ended December 31, 2021.
The beginning of the period is July 1, 2021.
The information under “Actual Performance,”
together with the amount you invested, allows you to estimate actual expenses incurred over the reporting period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.60) and multiply the result by
the cost shown for your Fund in the row entitled “Expenses Incurred During Period” to estimate the expenses incurred on your account during this period.
The information under “Hypothetical Performance”
provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The
hypothetical account values and expenses may not be used to estimate the actual ending account balance or expense you incurred for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do
so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the tables are meant to
highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the hypothetical information is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In
addition, if these transaction costs were included, your costs would have been higher.
Nuveen Short-Term REIT ETF (NURE)
Actual
Performance |
|
Beginning
Account Value |
$1,000.00
|
Ending
Account Value |
$1,207.10
|
Expenses
Incurred During Period |
$
1.95 |
Hypothetical
Performance (5% annualized return before expenses) |
|
Beginning
Account Value |
$1,000.00
|
Ending
Account Value |
$1,023.44
|
Expenses
Incurred During the Period |
$
1.79 |
Expenses are equal to the Fund's annualized net expense ratio
of 0.35% multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).
Report of Independent Registered
Public Accounting Firm
To the Shareholders and Board of Trustees
Nushares ETF Trust:
Opinion on the Financial Statements
We have audited the accompanying statement of assets and
liabilities of Nuveen Short-Term REIT ETF (one of the funds comprising Nushares ETF Trust) (the Fund), including the portfolio of investments, as of December 31, 2021, the related statements of operations for the year then ended, the statements of
changes in net assets for each of the years in the two year period then ended, and the related notes (collectively, the financial statements) and the financial highlights for each of the years in the five year period then ended. In our opinion, the
financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the
years in the two year period then ended, and the financial highlights for each of the years in the five year period then ended, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements and financial highlights are the
responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. Our
audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Such procedures also included confirmation of securities owned as of December 31, 2021, by correspondence with
custodians and brokers or other appropriate auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial
statements and financial highlights. We believe that our audits provide a reasonable basis for our opinion.
/s/ KPMG LLP
We have served as the auditor of one or more Nuveen
investment companies since 2014.
Chicago, Illinois
February 28, 2022
Nuveen Short-Term REIT ETF
(NURE)
Portfolio of Investments December 31, 2021
Shares
|
|
Description
(1) |
|
|
|
Value
|
|
|
LONG-TERM
INVESTMENTS – 99.6% |
|
|
|
|
|
|
REAL
ESTATE INVESTMENT TRUST COMMON STOCKS – 99.6% |
|
|
|
|
|
|
Apartments
– 49.4% |
|
|
|
|
67,171
|
|
American
Campus Communities Inc |
|
|
|
$3,848,227 |
134,131
|
|
American
Homes 4 Rent, Class A |
|
|
|
5,849,453
|
75,775
|
|
Apartment
Income REIT Corp |
|
|
|
4,142,619
|
73,485
|
|
Apartment
Investment and Management Co, Class A (2) |
|
|
|
567,304
|
23,087
|
|
AvalonBay
Communities Inc |
|
|
|
5,831,545
|
32,641
|
|
Camden
Property Trust |
|
|
|
5,832,294
|
6,894
|
|
Centerspace
|
|
|
|
764,545
|
64,697
|
|
Equity
Residential |
|
|
|
5,855,078
|
16,251
|
|
Essex
Property Trust Inc |
|
|
|
5,724,090
|
50,471
|
|
Independence
Realty Trust Inc |
|
|
|
1,303,666
|
130,939
|
|
Invitation
Homes Inc |
|
|
|
5,936,774
|
25,977
|
|
Mid-America
Apartment Communities Inc |
|
|
|
5,960,163
|
10,970
|
|
NexPoint
Residential Trust Inc |
|
|
|
919,615
|
95,905
|
|
UDR
Inc |
|
|
|
5,753,341
|
|
|
Total
Apartments |
|
|
|
58,288,714
|
|
|
Diversified
– 0.9% |
|
|
|
|
40,853
|
|
Washington
Real Estate Investment Trust |
|
|
|
1,056,050
|
|
|
Hotels
– 16.7% |
|
|
|
|
102,510
|
|
Apple
Hospitality REIT Inc |
|
|
|
1,655,536
|
15,716
|
|
Ashford
Hospitality Trust Inc (2) |
|
|
|
150,874
|
23,541
|
|
Chatham
Lodging Trust (2) |
|
|
|
322,983
|
101,667
|
|
DiamondRock
Hospitality Co (2) |
|
|
|
977,020
|
15,943
|
|
Hersha
Hospitality Trust (2) |
|
|
|
146,197
|
334,532
|
|
Host
Hotels & Resorts Inc (2) |
|
|
|
5,817,511
|
114,148
|
|
Park
Hotels & Resorts Inc (2) |
|
|
|
2,155,114
|
63,417
|
|
Pebblebrook
Hotel Trust |
|
|
|
1,418,638
|
80,407
|
|
RLJ
Lodging Trust |
|
|
|
1,120,070
|
26,580
|
|
Ryman
Hospitality Properties Inc (2) |
|
|
|
2,444,297
|
79,690
|
|
Service
Properties Trust |
|
|
|
700,475
|
51,384
|
|
Summit
Hotel Properties Inc (2) |
|
|
|
501,508
|
105,872
|
|
Sunstone
Hotel Investors Inc (2) |
|
|
|
1,241,879
|
55,127
|
|
Xenia
Hotels & Resorts Inc (2) |
|
|
|
998,350
|
|
|
Total
Hotels |
|
|
|
19,650,452
|
|
|
Manufactured
Homes – 9.8% |
|
|
|
|
66,003
|
|
Equity
LifeStyle Properties Inc |
|
|
|
5,785,823
|
Shares
|
|
Description
(1) |
|
|
|
Value
|
|
|
Manufactured
Homes (continued) |
|
|
|
|
27,787
|
|
Sun
Communities Inc |
|
|
|
$
5,834,436 |
|
|
Total
Manufactured Homes |
|
|
|
11,620,259
|
|
|
Self-Storage
– 22.8% |
|
|
|
|
101,961
|
|
CubeSmart
|
|
|
|
5,802,600
|
27,069
|
|
Extra
Space Storage Inc |
|
|
|
6,137,354
|
39,593
|
|
Life
Storage Inc |
|
|
|
6,064,856
|
39,554
|
|
National
Storage Affiliates Trust |
|
|
|
2,737,137
|
16,503
|
|
Public
Storage |
|
|
|
6,181,364
|
|
|
Total
Self-Storage |
|
|
|
26,923,311
|
|
|
Total
Long-Term Investments (cost $102,370,859) |
|
|
|
117,538,786
|
|
|
Other
Assets Less Liabilities – 0.4% |
|
|
|
439,644
|
|
|
Net
Assets – 100% |
|
|
|
$
117,978,430 |
|
For
Fund portfolio compliance purposes, the Fund’s industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund
management. This definition may not apply for purposes of this report, which may combine industry sub-classifications into sectors for reporting ease. |
|
(1)
|
All
percentages shown in the Portfolio of Investments are based on net assets. |
|
(2)
|
Non-income
producing; issuer has not declared an ex-dividend date within the past twelve months. |
|
REIT
|
Real
Estate Investment Trust |
|
See accompanying notes to financial statements.
Statement of Assets and
Liabilities
December 31, 2021
|
|
Assets
|
|
Long-term
investments, at value (cost $102,370,859) |
$117,538,786
|
Cash
|
226,963
|
Receivable
for dividends |
247,004
|
Total
assets |
118,012,753
|
Liabilities
|
|
Accrued
expenses: |
|
Management
fees |
33,552
|
Trustees
fees |
489
|
Other
|
282
|
Total
liabilities |
34,323
|
Net
assets |
$117,978,430
|
Shares
outstanding |
2,900,000
|
Net
asset value ("NAV") per share |
$
40.68 |
Net
assets consist of: |
|
Capital
paid-in |
$107,733,897
|
Total
distributable earnings |
10,244,533
|
Net
assets |
$117,978,430
|
Authorized
shares |
Unlimited
|
Par
value per share |
$
0.01 |
See accompanying notes to financial statements.
Statement of Operations
Year Ended December 31, 2021
|
|
Investment
Income |
|
Dividends
|
$
962,816 |
Total
investment income |
962,816
|
Expenses
|
|
Management
fees |
201,986
|
Professional
fees |
601
|
Trustees
fees |
1,526
|
Total
expenses |
204,113
|
Net
investment income (loss) |
758,703
|
Realized
and Unrealized Gain (Loss) |
|
Net
realized gain (loss) from: |
|
Investments
|
(119,183)
|
In-kind
redemptions |
5,262,001
|
Change
in net unrealized appreciation (depreciation) of investments |
16,755,031
|
Net
realized and unrealized gain (loss) |
21,897,849
|
Net
increase (decrease) in net assets from operations |
$22,656,552
|
See accompanying notes to financial statements.
Statement of Changes in Net
Assets
|
Year
Ended 12/31/21 |
Year
Ended 12/31/20 |
Operations
|
|
|
Net
investment income (loss) |
$
758,703 |
$
865,222 |
Net
realized gain (loss) from: |
|
|
Investments
|
(119,183)
|
(4,656,049)
|
In-kind
redemptions |
5,262,001
|
3,361,689
|
Change
in net unrealized appreciation (depreciation) of investments |
16,755,031
|
(7,053,826)
|
Net
increase (decrease) in net assets from operations |
22,656,552
|
(7,482,964)
|
Distributions
to Shareholders |
|
|
Dividends
|
(758,703)
|
(945,327)
|
Return
of capital |
(255,532)
|
(517,728)
|
Decrease
in net assets from distributions to shareholders |
(1,014,235)
|
(1,463,055)
|
Fund
Share Transactions |
|
|
Proceeds
from shares sold |
91,378,235
|
12,301,870
|
Cost
of shares redeemed |
(19,324,895)
|
(36,523,980)
|
Net
increase (decrease) in net assets from Fund share transactions |
72,053,340
|
(24,222,110)
|
Net
increase (decrease) in net assets |
93,695,657
|
(33,168,129)
|
Net
assets at the beginning of period |
24,282,773
|
57,450,902
|
Net
assets at the end of period |
$117,978,430
|
$
24,282,773 |
See accompanying notes to financial statements.
THIS PAGE INTENTIONALLY LEFT BLANK
Selected data for a share outstanding throughout each
period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment
Operations |
|
Less
Distributions |
|
|
Year
Ended December 31, |
Beginning
NAV |
Net
Investment Income (Loss)(a) |
Net
Realized/ Unrealized Gain (Loss) |
Total
|
|
From
Net Investment Income |
From
Accumulated Net Realized Gains |
Return
of Capital |
Total
|
Ending
NAV |
Ending
Market Price |
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
$26.98
|
$0.46
|
$13.79
|
$14.25
|
|
$(0.39)
|
$
— |
$(0.16)
|
$(0.55)
|
$40.68
|
$40.74
|
2020
|
30.24
|
0.48
|
(2.82)
|
(2.34)
|
|
(0.59)
|
(0.04)
|
(0.29)
|
(0.92)
|
26.98
|
26.98
|
2019
|
25.05
|
0.75
|
5.50
|
6.25
|
|
(0.73)
|
(0.33)
|
—
|
(1.06)
|
30.24
|
30.23
|
2018
|
26.35
|
0.82
|
(1.10)
|
(0.28)
|
|
(0.95)
|
(0.07)
|
—
|
(1.02)
|
25.05
|
24.99
|
2017
|
25.49
|
0.70
|
1.16
|
1.86
|
|
(0.70)
|
(0.26)
|
(0.04)
|
(1.00)
|
26.35
|
26.01
|
|
|
|
|
|
|
|
|
Ratios/Supplemental
Data |
Total
Return |
|
Ratios
to Average Net Assets |
|
Based
on NAV(b) |
Based
on Market Price(b) |
Ending
Net Assets (000) |
Expenses
|
Net
Investment Income (Loss) |
Portfolio
Turnover Rate(c) |
|
|
|
|
|
|
53.19%
|
53.42%
|
$117,978
|
0.35%
|
1.31%
|
11%
|
(7.29)
|
(7.27)
|
24,283
|
0.35
|
1.95
|
29
|
25.10
|
25.38
|
57,451
|
0.35
|
2.57
|
14
|
(1.05)
|
0.01
|
31,316
|
0.35
|
3.05
|
16
|
7.45
|
8.41
|
6,588
|
0.35
|
2.70
|
20
|
(a)
|
Per share Net
Investment Income (Loss) is calculated using the average daily shares method. |
(b)
|
Total
Return Based on NAV reflects the change in NAV over the period, including the assumed reinvestment of distributions, if any, at NAV on each ex-dividend payment date during the period. Total Return Based on Market Price reflects the change in the
market price per share over the period, including the assumed reinvestment of distributions, if any, at the ending market price per share on each ex-dividend payment date during the period. Total returns are not annualized. |
(c)
|
Portfolio
Turnover Rate is calculated based on the lesser of long-term purchases or sales (as disclosed in Note 4 - Portfolio Securities and Investment Transactions) divided by the average long-term market value during the period. Portfolio Turnover Rate
excludes securities received or delivered as a result of processing in-kind creations or redemptions of Fund shares (as disclosed in Note 5 - Fund Shares). |
See accompanying notes to financial statements.
Notes to Financial
Statements
1. General Information
Trust and Fund Information
Nushares ETF Trust (the "Trust") is an open-end management
investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"). The Trust is comprised of Nuveen Short-Term REIT ETF (NURE) (the "Fund"), as a non-diversified fund, among others. The Trust was organized as a
Massachusetts business trust on February 20, 2015. Shares of the Fund are listed and traded on the Cboe BZX Exchange, Inc. (the "Exchange").
The end of the reporting period for the Fund is December 31,
2021, and the period covered by these Notes to Financial Statements is the fiscal year ended December 31, 2021 (the "current fiscal period").
Investment Adviser and Sub-Adviser
The Fund's investment adviser is Nuveen Fund Advisors, LLC (the
“Adviser”), a subsidiary of Nuveen, LLC (“Nuveen”). Nuveen is the investment management arm of Teachers Insurance and Annuity Association of America ("TIAA"). The Adviser has overall responsibility for management of the Fund,
oversees the management of the Fund's portfolio, manages the Fund's business affairs and provides certain clerical, bookkeeping and other administrative services. The Adviser has entered into a sub-advisory agreement with Teachers Advisors, LLC (the
“Sub-Adviser”), an affiliate of the Adviser, under which the Sub-Adviser manages the investment portfolios of the Fund.
Other Matters
The outbreak of the novel coronavirus (“COVID-19”)
and subsequent global pandemic began significantly impacting the U.S. and global financial markets and economies during the calendar quarter ended March 31, 2020. The worldwide spread of COVID-19 has created significant uncertainty in the global
economy. The duration and extent of COVID-19 over the long term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to which COVID-19 impacts the Fund's normal course of business, results of operations,
investments, and cash flows will depend on future developments, which are highly uncertain and difficult to predict. Management continues to monitor and evaluate this situation.
2. Significant Accounting Policies
The accompanying financial statements were prepared in
accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which may require the use of estimates made by management and the evaluation of subsequent events. Actual results may differ from
those estimates. The Fund is an investment company and follows accounting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 946, Financial Services — Investment Companies. The Net Asset
Value ("NAV") for financial reporting purposes may differ from the NAV for processing security and creation unit transactions. The NAV for financial reporting purposes includes security and creation unit transactions through the date of the report.
Total return is computed based on the NAV used for processing security and creation unit transactions. The following is a summary of the significant accounting policies consistently followed by the Fund.
Compensation
The Trust pays no compensation directly to those of its
trustees who are affiliated with the Adviser or to its officers, all of whom receive remuneration for their services to the Trust from the Adviser or its affiliates. The Funds' Board of Trustees (the "Board") has adopted a deferred compensation plan
for independent trustees that enables trustees to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from certain Nuveen-advised funds. Under the plan, deferred amounts are treated as though equal
dollar amounts had been invested in shares of select Nuveen-advised funds.
Distributions to Shareholders
Distributions to shareholders are recorded on the ex-dividend
date. The amount and timing of distributions are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP.
The tax character of Fund distributions for a fiscal year is
dependent upon the amount and tax character of distributions received from securities held in the Fund's portfolio. Distributions received from certain securities in which the Fund invests, most notably real estate investment trust ("REIT")
securities, may be characterized for tax purposes as ordinary income, long-term capital gain and/or a return of capital. The issuer of a security reports the tax character of its distributions only once per year, generally during the first two
months of the calendar year. The distribution is included in the Fund's ordinary income until such time the Fund is notified by the issuer of the actual tax character. Dividend income, net realized gains, (loss) and unrealized ap-
preciation (depreciation)
recognized on the Statement of Operations reflect the amounts of income, capital gain, and/or return of capital as reported by the issuers of such securities for distributions during the current fiscal period.
Indemnifications
Under the Trust’s organizational documents, its officers
and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, in the normal course of business, the Trust enters into contracts that provide general indemnifications to other
parties. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. However, the Trust has not had prior claims or losses pursuant to
these contracts and expects the risk of loss to be remote.
Investments and Investment Income
Securities transactions are accounted for as of the end of
trade date for financial reporting purposes. Realized gains and losses on securities transactions are based upon the specific identification method. Dividend income is recorded on the ex-dividend date. Non-cash dividends received in the form of
stock, if any, are recognized on the ex-dividend date and recorded at fair value. Securities lending income is comprised of fees earned from borrowers and income earned on cash collateral investments.
New Accounting Pronouncements and Rule Issuances
Reference Rate Reform
In March 2020, FASB issued Accounting Standards Update
(“ASU”) 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The main objective of the new guidance is to provide relief to companies that will be impacted by the expected change in
benchmark interest rates, when participating banks will no longer be required to submit London Interbank Offered Rate (LIBOR) quotes by the UK Financial Conduct Authority (FCA). The new guidance allows companies to, provided the only change to
existing contracts are a change to an approved benchmark interest rate, account for modifications as a continuance of the existing contract without additional analysis. For new and existing contracts, the Fund may elect to apply the amendments as of
March 12, 2020 through December 31, 2022. Management has not yet elected to apply the amendments, is continuously evaluating the potential effect a discontinuation of LIBOR could have on the Fund’s investments and has currently determined that
it is unlikely the ASU’s adoption will have a significant impact on the Fund's financial statements and various filings.
Securities and Exchange Commission (“SEC”) Adopts
New Rules to Modernize Fund Valuation Framework
In
December 2020, the SEC voted to adopt a new rule governing fund valuation practices. New Rule 2a-5 under the 1940 Act establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 will permit fund boards
to designate certain parties to perform fair value determinations, subject to board oversight and certain other conditions. Rule 2a-5 also defines when market quotations are “readily available” for purposes of Section 2(a)(41) of the
1940 Act, which requires a fund to fair value a security when market quotations are not readily available. The SEC also adopted new Rule 31a-4 under the 1940 Act, which sets forth the recordkeeping requirements associated with fair value
determinations. Finally, the SEC is rescinding previously issued guidance on related issues, including the role of a board in determining fair value and the accounting and auditing of fund investments. Rule 2a-5 and Rule 31a-4 became effective on
March 8, 2021, with a compliance date of September 8, 2022. A fund may voluntarily comply with the rules after the effective date, and in advance of the compliance date, under certain conditions. Management is currently assessing the impact of these
provisions on the Fund’s financial statements.
3. Investment Valuation and Fair Value
Measurements
The Fund's investments in securities are
recorded at their estimated fair value utilizing valuation methods approved by the Board. Fair value is defined as the price that would be received upon selling an investment or transferring a liability in an orderly transaction to an independent
buyer in the principal or most advantageous market for the investment. U.S. GAAP establishes the three-tier hierarchy which is used to maximize the use of observable market data and minimize the use of unobservable inputs and to establish
classification of fair value measurements for disclosure purposes. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability. Observable inputs are based on market data obtained from sources
independent of the reporting entity. Unobservable inputs reflect management’s assumptions about the assumptions market participants would use in pricing the asset or liability. Unobservable inputs are based on the best information available in
the circumstances. The following is a summary of the three-tiered hierarchy of valuation input levels.
Level 1
– Inputs are unadjusted and prices are determined using quoted prices in active markets for identical securities.
Level 2
– Prices are determined using other significant observable inputs (including quoted prices for similar securities, interest rates, credit spreads, etc.).
Level 3
– Prices are determined using significant unobservable inputs (including management’s assumptions in determining the fair value of investments)
A description of the valuation techniques applied to the Fund's
major classifications of assets and liabilities measured at fair value follows:
Notes to Financial Statements (continued)
Equity securities and exchange-traded funds listed or traded on a national
market or exchange are valued based on their sale price at the official close of business of such market or exchange on the valuation date. Foreign equity securities and registered investment companies that trade on a foreign exchange are valued at
the last sale price or official closing price reported on the exchange where traded and converted to U.S. dollars at the prevailing rates of exchange on the date of valuation. To the extent these securities are actively traded and that valuation
adjustments are not applied, they are generally classified as Level 1. If there is no official close of business, then the latest available sale price is utilized. If no sales are reported, then the mean of the latest available bid and ask prices is
utilized and these securities are generally classified as Level 2.
Any portfolio security or derivative for which market
quotations are not readily available or for which the above valuation procedures are deemed not to reflect fair value are valued at fair value, as determined in good faith using procedures approved by the Board. As a general principle, the fair
value of a security would appear to be the amount that the owner might reasonably expect to receive for it in a current sale. A variety of factors may be considered in determining the fair value of such securities, which may include consideration of
the following: yields or prices of investments of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value from security dealers, evaluations of anticipated cash flows or collateral, general market
conditions and other information and analysis, including the obligor’s credit characteristics considered relevant. To the extent the inputs are observable and timely, the values would be classified as Level 2 of the fair value hierarchy;
otherwise they would be classified as Level 3.
The
following table summarizes the market value of the Fund's investments as of the end of the reporting period, based on the inputs used to value them:
|
Level
1 |
Level
2 |
Level
3 |
Total
|
Long-Term
Investments*: |
|
|
|
|
Real
Estate Investment Trust Common Stocks |
$117,538,786
|
$ —
|
$ —
|
$117,538,786
|
*
|
Refer
to the Fund's Portfolio of Investments for industry classifications. |
4. Portfolio Securities and Investments in
Derivatives
Securities Lending
The Fund may lend securities representing up to one-third of
the value of its total assets to broker-dealers, banks, and other institutions in order to generate additional income. When loaning securities, the Fund retains the benefits of owning the securities, including the economic equivalent of dividends or
interest generated by the security. The loans are continuous, can be recalled at any time, and have no set maturity. State Street Bank and Trust Company, serves as the securities lending agent (the “Agent”).
When a Fund loans its portfolio securities, it will receive, at
the inception of each loan, cash collateral equal to an amount not less than 100% of the market value of the loaned securities. Collateral for the loaned securities is invested in a government money market fund vehicle maintained by the Agent, which
is subject to the requirements of Rule 2a-7 under the 1940 Act, for the purpose of investing cash collateral. The value of the loaned securities and the liability to return the cash collateral received are recognized on the Statement of Assets and
Liabilities. If the market value of the loaned securities increases, the borrower must furnish additional collateral to the Fund, which is also recognized on the Statement of Assets and Liabilities. Securities out on loan are subject to termination
at any time at the option of the borrower or the Fund. Upon termination, the borrower is required to return to the Fund securities identical to the securities loaned. During the term of the loan, the Fund bears the market risk with respect to the
investment of collateral and the risk that the Agent may default on its contractual obligations to the Fund. The Agent bears the risk that the borrower may default on its obligation to return the loaned securities as the Agent is contractually
obligated to indemnify the Fund if at the time of a default by a borrower some or all of the loan securities have not been returned.
Securities lending income recognized by the Fund consists of
earnings on invested collateral and lending fees, net of any rebates to the borrower and compensation to the Agent. Such income is recognized on the Statements of Operations.
As of the end of the reporting period, the Fund did not have
any securities out on loan.
Investment Transactions
Long-term purchases and sales (excluding in-kind transactions)
during the current fiscal period were as follows:
|
|
Purchases
|
$6,068,935
|
Sales
|
6,245,057
|
In-kind transactions during the
current fiscal period were as follows:
In-kind
purchases |
$91,235,244
|
In-kind
sales |
19,297,369
|
Investments in Derivatives
The Fund is authorized to invest in certain derivative
instruments. The Fund records derivative instruments at fair value, with changes in fair value recognized on the Statement of Operations, when applicable. Even though the Fund's investments in derivatives may represent economic hedges, they are not
considered to be hedge transactions for financial reporting purposes.
Although the Fund is authorized to invest in derivative
instruments, and may do so in the future, it did not make any such investments during the current fiscal period.
Market and Counterparty Credit Risk
In the normal course of business the Fund may invest in
financial instruments and enter into financial transactions where risk of potential loss exists due to changes in the market (market risk) or failure of the other party to the transaction to perform (counterparty credit risk). The potential loss
could exceed the value of the financial assets recorded on the financial statements. Financial assets, which potentially expose the Fund to counterparty credit risk, consist principally of cash due from counterparties on forward, option and swap
transactions, when applicable. The extent of the Fund’s exposure to counterparty credit risk in respect to these financial assets approximates their carrying value as recorded on the Statement of Assets and Liabilities.
The Fund helps manage counterparty credit risk by entering into
agreements only with counterparties the Adviser believes have the financial resources to honor their obligations and by having the Adviser monitor the financial stability of the counterparties. Additionally, counterparties may be required to pledge
collateral daily (based on the daily valuation of the financial asset) on behalf of the Fund with a value approximately equal to the amount of any unrealized gain above a pre-determined threshold. Reciprocally, when the Fund has an unrealized loss,
the Fund has instructed the custodian to pledge assets of the Fund as collateral with a value approximately equal to the amount of the unrealized loss above a pre-determined threshold. Collateral pledges are monitored and subsequently adjusted if
and when the valuations fluctuate, either up or down, by at least the pre-determined threshold amount.
5. Fund Shares
The Fund issues and redeems its shares on a continuous basis at
NAV only in aggregations of a specified number of shares or multiples thereof (“Creation Units”). Only certain institutional investors (referred to as “Authorized Participants”) who have entered into agreements with Nuveen
Securities, LLC, the Fund's distributor, may purchase and redeem Creation Units. Once created, shares of the Fund trade on the Exchange at market prices and are only available to individual investors through their brokers.
Creation Units are purchased and redeemed in-kind for a
designated portfolio of securities included in the Fund’s Index and/or a specified amount of cash. Authorized Participants are charged fixed transaction fees in connection with purchasing and redeeming Creation Units. Authorized Participants
transacting in Creation Units for cash may also pay an additional variable charge to compensate the Fund for certain transaction costs (i.e., taxes on currency or other financial transactions, and brokerage costs) and market impact expenses it
incurs in purchasing or selling portfolio securities. Such variable charges, if any, are included in “Proceeds from shares sold” on the Statements of Changes in Net Assets.
Transactions in Fund shares during the current and prior fiscal
period were as follows:
|
Year
Ended 12/31/21 |
|
Year
Ended 12/31/20 |
|
Shares
|
Amount
|
|
Shares
|
Amount
|
Shares
sold |
2,550,000
|
$
91,378,235 |
|
500,000
|
$
12,301,870 |
Shares
redeemed |
(550,000)
|
(19,324,895)
|
|
(1,500,000)
|
(36,523,980)
|
Net
increase (decrease) |
2,000,000
|
$
72,053,340 |
|
(1,000,000)
|
$(24,222,110)
|
6. Income Tax
Information
The Fund intends to distribute substantially
all of its net investment income and net capital gains to shareholders and to otherwise comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies. Therefore, no federal income tax
provision is required.
For all open tax years and all
major taxing jurisdictions, management of the Fund has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. Open tax years are those that are open for examination by taxing
authorities (i.e., generally the last four tax year ends and the interim tax period since then). Furthermore, management of the Fund is also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized
tax benefits will significantly change in the next twelve months.
The following information is presented on an income tax basis.
Differences between amounts for financial statement and federal income tax purposes are primarily due to timing differences in recognizing certain gains and losses on investment transactions. To the extent that differences arise that are permanent
in nature, such amounts are reclassified within the capital accounts as detailed below. Temporary differences do not require reclassification. Temporary and permanent differences do not impact the NAV of the Fund.
Notes to Financial Statements (continued)
The table below presents the cost and unrealized appreciation (depreciation)
of the Fund’s investment portfolio, as determined on a federal income tax basis, as of December 31, 2021.
|
|
Tax
cost of investments |
$102,532,506
|
Gross
unrealized: |
|
Appreciation
|
$
17,130,457 |
Depreciation
|
(2,124,177)
|
Net
unrealized appreciation (depreciation) of investments |
$
15,006,280 |
Permanent differences, primarily due to redemptions in-kind,
resulted in reclassifications among the Fund's components of net assets as of December 31, 2021, the Fund's tax year end.
The tax components of undistributed net ordinary income and net
long-term capital gains as of December 31, 2021, the Fund's tax year end, were as follows:
|
|
Undistributed
net ordinary income |
$ —
|
Undistributed
net long-term capital gains |
—
|
The tax character of distributions
paid during the Fund's tax years ended December 31, 2021 and December 31, 2020 was designated for purposes of the dividends paid deduction as follows:
2021
|
|
Distributions
from net ordinary income1 |
$758,703
|
Distributions
from net long-term capital gains |
—
|
Return
of capital |
255,532
|
2020
|
|
Distributions
from net ordinary income1 |
$865,222
|
Distributions
from net long-term capital gains |
80,105
|
Return
of capital |
517,728
|
1 |
Net
ordinary income consists of net taxable income derived from dividends, interest, and net short-term capital gains, if any. |
As of December 31, 2021, the Fund’s tax year end, the
Fund had unused capital losses carrying forward available for federal income tax purposes to be applied against future capital gains, if any. The capital losses are not subject to expiration.
|
|
Not
subject to expiration: |
|
Short-term
|
$1,678,197
|
Long-term
|
3,083,550
|
Total
|
$4,761,747
|
7. Management Fees and
Other Transactions with Affiliates
Management Fees
The annual management fee, payable monthly, is 0.35% of the
average daily net assets of the Fund. The Fund’s management fee compensates the Adviser for its investment advisory services to the Fund. The Sub-Adviser is compensated for its services to the Fund from the management fees paid to the Adviser.
The Adviser is responsible for substantially all other expenses of the Fund, except any future distribution and/or service fees, interest expenses, taxes, acquired fund fees and expenses, fees incurred in acquiring and disposing of portfolio
securities, fees and expenses of the independent trustees (including any trustees’ counsel fees), certain compensation expenses of the Fund’s chief compliance officer, litigation expenses and extraordinary expenses.
Other Transactions with
Affiliates
The Fund is permitted to purchase or sell
securities from or to certain other funds or accounts managed by the Sub-Adviser (“Affiliated Entity”) under specified conditions outlined in procedures adopted by the Board ("cross-trade"). These procedures have been designed to ensure
that any cross-trade of securities by the Fund from or to an Affiliated Entity by virtue of having a common investment adviser (or affiliated investment adviser), common officer and/or common trustee complies with Rule 17a-7 under the 1940 Act.
These transactions are effected at the current market price (as provided by an independent pricing service) without incurring broker commissions.
During the current fiscal period, the Fund engaged in
cross-trades pursuant to these procedures as follows:
Cross-Trades
|
|
Purchases
|
$163,018
|
Sales
|
145,221
|
Realized
gain (loss) |
1,562
|
As of the end of the reporting
period, the percentage of Fund shares owned by TIAA are as follows:
Additional Fund
Information
(Unaudited)
Investment Adviser
Nuveen Fund Advisors, LLC
333 West Wacker Drive
Chicago, IL 60606
Sub-Adviser
Teachers Advisors, LLC
730 Third Avenue
New York, NY 10017-3206
Independent Registered
Public Accounting Firm
KPMG LLP
200 East Randolph Street
Chicago, IL 60601
Adminstrator, Custodian
and Transfer Agent
Brown Brothers Harriman
50 Post Office Square
Boston, MA 02110
Legal Counsel
Chapman and Cutler LLP
Chicago, IL 60603
Morgan, Lewis & Bockius LLP
111 Pennsylvania Avenue, NW
Washington, D.C. 20004
Distribution Information: The Fund hereby designates its percentage of dividends paid from net ordinary income as dividends qualifying for the dividends received deduction ("DRD") for corporations, its percentage of qualified dividend income
("QDI") for individuals under Section 1 (h)(11) of the Internal Revenue Code, and its percentage of qualified business income ("QBI") for individuals under Section 199A of the Internal Revenue Code as shown in the accompanying table. The actual
qualified dividend and business income distributions will be reported to shareholders on Form 1099-DIV which will be sent to shareholders shortly after calendar year end.
%
of DRD |
|
|
|
|
|
|
0.3%
|
%
of QDI |
|
|
|
|
|
|
0.3%
|
%
of QBI |
|
|
|
|
|
|
99.7%
|
The tables below show the
number and percentage of days during the current fiscal period that each Fund's market price was greater than its NAV per share (i.e., at premium) and less than its NAV per share (i.e., at a discount). The market price is determined using the
midpoint between the highest bid and the lowest offer on the applicable Fund's listing exchange, as of the time that the Fund's NAV is calculated (normally 4:00 p.m. Eastern Time).
Year
Ended December 31, 2021 |
|
Number
of Days |
%
of Total Days |
Premium/Discount
Range: |
|
|
|
|
|
0.00%
to 0.25% |
|
|
|
191
|
75.8%
|
(0.01)%
to (0.25)% |
|
|
|
61
|
24.2%
|
|
|
|
|
252
|
100%
|
Portfolio of Investments
Information: The Fund is required to file its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year as an exhibit to its
report on Form N-PORT. You may obtain this information on the SEC's website at http://www.sec.gov.
Nuveen Funds’ Proxy Voting Information: You may obtain (i) information regarding how each Fund voted proxies relating to portfolio securities held during the most recent twelve-month period ended June 30, without charge, upon request by calling Nuveen
toll-free at (800) 257-8787 or Nuveen's website at www.nuveen.com and (ii) a description of the policies and procedures that each Fund used to determine how to vote proxies relating to portfolio securities without charge, upon request, by calling
Nuveen toll-free at (800) 257-8787. You may also obtain this information directly from the SEC. Visit the SEC on-line at http://www.sec.gov.
FINRA BrokerCheck:
The Financial Industry Regulatory Authority (FINRA) provides information regarding the disciplinary history of FINRA member firms and associated investment professionals. This information as well as an investor brochure describing FINRA BrokerCheck
is available to the public by calling the FINRA BrokerCheck Hotline number at (800) 289-9999 or by visiting www.FINRA.org.
Glossary of Terms Used in this
Report
(Unaudited)
Average
Annual Total Return: This is a commonly used method to express an investment’s performance over a particular, usually multi-year time period. It expresses the return that would have been necessary each year to
equal the investment’s actual cumulative performance (including change in NAV or market price and reinvested dividends and capital gains distributions, if any) over the time period being considered.
Dow Jones U.S. Select REIT Index: An index designed to measure the performance of U.S. exchange-traded equity REITs. The index is a subset of the Dow Jones U.S. Select Real Estate Securities Index (RESI), which represents equity REITs and real estate
operating companies (REOCs) traded in the U.S. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
Dow Jones U.S. Select Short-Term REIT Index: An index composed of U.S. exchange-traded equity REITs that concentrate their holdings in apartment buildings, hotels, self-storage facilities and manufactured home properties, which typically have shorter lease
durations than REITs that invest in other sectors. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
Gross Domestic Product (GDP):
The total market value of all final goods and services produced in a country/region in a given year, equal to total consumer, investment and government spending, plus the value of exports, minus the value of
imports.
Net Asset Value (NAV) Per Share: A fund’s Net Assets is equal to its total assets (securities, cash, accrued earnings and receivables) less its total liabilities. NAV per share is equal to the fund’s Net Assets divided by its number of
shares outstanding.
Real Estate Investment Trust
(REIT): A REIT is a corporation or trust that invests in residential or commercial real estate.
Annual Investment Management
Agreement Approval Process
(Unaudited)
At a meeting held on May 25-27, 2021 (the “May
Meeting”), the Board of Trustees (the “Board” and each Trustee, a “Board Member”) of Nushares ETF Trust, which is comprised entirely of Board Members who are not “interested persons” (as defined under the
Investment Company Act of 1940 (the “1940 Act”)) (the “Independent Board Members”), approved the renewal of the management agreement (the “Investment Management Agreement”) with Nuveen Fund Advisors, LLC (the
“Adviser”) pursuant to which the Adviser serves as the investment adviser to the Fund and the sub-advisory agreement (the “Sub-Advisory Agreement”) with Teachers Advisors, LLC (the “Sub-Adviser”) pursuant to which
the Sub-Adviser serves as the sub-adviser to the Fund. Although the 1940 Act requires that continuances of the Advisory Agreements (as defined below) be approved by the in-person vote of a majority of the Independent Board Members, the May Meeting
was held virtually through the internet in view of the health risks associated with holding an in-person meeting during the COVID-19 pandemic and governmental restrictions on gatherings. The May Meeting was held virtually in reliance on certain
exemptive relief the Securities and Exchange Commission provided to registered investment companies providing temporary relief from the in-person voting requirements of the 1940 Act with respect to the approval of a fund’s advisory agreement
in light of these challenges.
Following up to an initial
two-year period, the Board considers the renewal of the Investment Management Agreement and Sub-Advisory Agreement on behalf of the Fund on an annual basis. The Investment Management Agreement and Sub-Advisory Agreement are collectively referred to
as the “Advisory Agreements” and the Adviser and the Sub-Adviser are collectively, the “Fund Advisers” and each, a “Fund Adviser.” Throughout the year, the Board and its committees meet regularly and, at these
meetings, receive regular and/or special reports that cover an extensive array of topics and information that are relevant to its annual consideration of the renewal of the advisory agreements for the Nuveen funds. Such information may address,
among other things, fund performance and risk information; the Adviser’s strategic plans; product initiatives for various funds; the review of the funds and investment teams; compliance, regulatory and risk management matters; the trading
practices of the various sub-advisers to the funds; valuation of securities; fund expenses; securities lending; liquidity management; and overall market and regulatory developments. The Board also seeks to meet periodically with the Nuveen
funds’ sub-advisers and portfolio teams, when feasible.
In addition, in connection with the annual consideration of the
advisory agreements for the Nuveen funds, the Board, through its independent legal counsel, requested and received extensive materials and information prepared specifically for its annual consideration of the renewal of such advisory agreements by
the Adviser and by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data. The materials cover a wide range of topics including, but not limited to, a description of the nature, extent and
quality of services provided by the Fund Advisers; a review of product actions taken during 2020 (such as mergers, liquidations, fund launches, changes to investment teams, and changes to investment policies); a review of each sub-adviser to the
Nuveen funds and the applicable investment teams; an analysis of fund performance in absolute terms and as compared to the performance of certain peer funds and benchmarks with a focus on any performance outliers; an analysis of the fees and expense
ratios of the Nuveen funds in absolute terms and as compared to those of certain peer funds with a focus on any expense outliers; a review of management fee schedules; a description of portfolio manager compensation; a review of the performance of
various service providers; a description of various initiatives Nuveen had undertaken or continued during the year for the benefit of particular fund(s) and/or the complex; a description of the profitability or financial data of Nuveen and the
sub-advisers to the Nuveen funds; and a description of indirect benefits received by the Adviser and the sub-advisers as a result of their relationships with the Nuveen funds. The information prepared specifically for the annual review supplemented
the information provided to the Board and its committees and the evaluations of the Nuveen funds by the Board and its committees during the year.
In continuing its practice, the Board met prior to the May
Meeting to begin its considerations of the renewal of the Advisory Agreements. Accordingly, on April 21-22, 2021 (the “April Meeting”), the Board met to review and discuss, in part, the performance of the Nuveen funds and the
Adviser’s evaluation of each sub-adviser to the Nuveen funds. At the April Meeting, the Board Members asked questions and requested additional information that was provided for the May Meeting. The Board reviewed fund performance throughout
the year and in its review, the Board recognized the volatile market conditions that occurred in early 2020 arising, in part, from the public health crisis caused by the novel coronavirus known as COVID-19 and the resulting impact on a fund’s
performance for 2020 and thereafter. Accordingly, the Board considered performance data measured over various periods of time as summarized in more detail below.
The Independent Board Members considered the review of the
advisory agreements for the Nuveen funds to be an ongoing process and employed the accumulated information, knowledge and experience the Board Members had gained during their tenure on the boards governing the Nuveen funds and working with the
Adviser and sub-advisers in their review of the advisory agreements. The contractual arrangements are a result of multiple years of review, negotiation and information provided in connection with the boards’ annual review of the Nuveen
funds’ advisory arrangements and oversight of the Nuveen funds.
The Independent
Board Members were advised by independent legal counsel during the annual review process as well as throughout the year, including meeting in executive sessions with such counsel at which no representatives from the Adviser or the Sub-Adviser were
present. In connection with their annual review, the Independent Board Members also received a memorandum from independent legal counsel outlining their fiduciary duties and legal standards in reviewing the Advisory Agreements.
The Board’s decision to renew the Advisory Agreements was
not based on a single identified factor, but rather the decision reflected the comprehensive consideration of all the information provided throughout the year and at the April and May Meetings, and each Board Member may have attributed different
levels of importance to the various factors and information considered in connection with the approval process. The following summarizes the principal factors and information, but not all the factors, the Board considered in deciding to renew the
Advisory Agreements as well as the Board’s conclusions.
A. Nature, Extent and Quality of Services
In evaluating the renewal of the Advisory Agreements, the
Independent Board Members received and considered information regarding the nature, extent and quality of the applicable Fund Adviser’s services provided to the Fund with particular focus on the services and enhancements to such services
provided during the last year. The Independent Board Members considered the Investment Management Agreement and the Sub-Advisory Agreement separately in the course of their review. With this approach, they considered the respective roles of the
Adviser and the Sub-Adviser in providing services to the Fund.
The Board recognized that the Nuveen funds operate in a highly
regulated industry and, therefore, the Adviser has provided a wide array of management, oversight and administrative services to manage and operate the funds, and the scope and complexity of these services have expanded over time as a result of,
among other things, regulatory and other developments. The Board accordingly considered the extensive resources, tools and capabilities available to the Adviser to operate and manage the Nuveen funds. With respect to the Adviser, as a general
matter, some of these services it and its affiliates provide to the Nuveen funds include, but are not limited to: product management (such as setting dividends, analyzing fund expenses, providing competitive analysis, and providing due diligence
support); investment oversight, risk management and securities valuation services (such as overseeing and reviewing the various sub-advisers to the Nuveen funds and their investment teams; analyzing fund performance and risk data; overseeing
operational and risk management; participating in financial statement, marketing and risk disclosures; providing daily valuation services and developing related valuation policies, procedures and methodologies; periodic testing of audit and
regulatory requirements; participating in product development and management processes; participating in leverage management, liquidity monitoring and counterparty credit oversight; providing due diligence and overseeing fund accounting and custody
providers; overseeing third party pricing services and periodically assessing investment and liquidity risks); fund administration (such as preparing fund tax returns and other tax compliance services; preparing regulatory filings; overseeing the
funds’ independent public accountants and other service providers; analyzing products and enhancements; and managing fund budgets and expenses); oversight of shareholder services and transfer agency functions (such as overseeing transfer agent
service providers which include registered shareholder customer service and transaction processing; overseeing proxy solicitation and tabulation services; and overseeing the production and distribution of financial reports by service providers);
Board relations services (such as organizing and administering Board and committee meetings, preparing various reports to the Board and committees and providing other support services); compliance and regulatory oversight services (such as managing
compliance policies; monitoring compliance with applicable fund policies and laws and regulations; devising internal compliance programs and a framework to review and assess compliance programs; evaluating the compliance programs of the various
sub-advisers to the Nuveen funds and certain other service providers; responding to regulatory requests; and preparing compliance training materials); and legal support and oversight of outside law firms (such as helping to prepare and file
registration statements and proxy statements; overseeing fund activities and providing legal interpretations regarding such activities; maintaining regulatory registrations and negotiating agreements with other fund service providers; and monitoring
changes in regulatory requirements and commenting on rule proposals impacting investment companies).
In evaluating services, the Board reviewed various highlights
of the initiatives the Adviser and its affiliates have undertaken or continued in 2020 to benefit the Nuveen complex and/or particular Nuveen funds and meet the requirements of an increasingly complex regulatory environment including, but not
limited to:
•
|
Centralization of Functions
– ongoing initiatives to centralize investment leadership, market approach and shared support functions within Nuveen and its affiliates in seeking to operate more effectively the business and enhance the services to the Nuveen
funds; |
•
|
Fund Improvements and Product
Management Initiatives – continuing to proactively manage the Nuveen fund complex as a whole and at the individual fund level with an aim to continually improve product platforms and investment strategies to better serve
shareholders through, among other things, rationalizing the product line and gaining efficiencies through mergers, repositionings and liquidations; launching new funds; reviewing and updating investment policies and benchmarks; and modifying
portfolio management teams for various funds; |
•
|
Investment Team Integrations – continuing to integrate and adjust the members of certain investment teams, in part, to allow greater access to tools and resources within the Nuveen organization and its affiliates;
|
Annual Investment Management
Agreement Approval Process (Unaudited) (continued)
•
|
Capital Initiatives
– continuing to invest capital to support new Nuveen funds with initial capital as well as to support existing funds and facilitate regulatory or logistical changes; |
•
|
Liquidity Management
– continuing to operate the liquidity management program of the applicable Nuveen funds including monitoring daily their liquidity profile and assessing annually the overall liquidity risk of such funds; |
•
|
Compliance Program
Initiatives – continuing efforts to mitigate compliance risk, increase operating efficiencies, implement enhancements to strengthen key compliance program elements and support international business growth and other corporate
objectives; |
•
|
Investment Oversight
– preparing reports to the Board addressing, among other things, fund performance; market conditions; investment teams; new products; changes to mandates, policies and benchmarks; and other management proposals; |
•
|
Risk Management and Valuation
Services - continuing to oversee and manage risk including, among other things, conducting daily calculations and monitoring of risk measures across the Nuveen funds, instituting appropriate investment risk controls, providing risk reporting
throughout the firm, participating in internal oversight committees, and continuing to implement an operational risk framework that seeks to provide greater transparency of operational risk matters across the complex as well as provide multiple
other risk programs that seek to provide a more disciplined and consistent approach to identifying and mitigating Nuveen’s operational risks. Further, the securities valuation team continues, among other things, to oversee the daily valuation
process of the portfolio securities of the funds, maintains the valuation policies and procedures, facilitates valuation committee meetings, manages relationships with pricing vendors, and prepares relevant valuation reports and designs methods to
simplify and enhance valuation workflow within the organization; |
•
|
Regulatory Matters
– continuing efforts to monitor regulatory trends and advocate on behalf of Nuveen and/or the Nuveen funds, to implement and comply with new or revised rules and mandates and to respond to regulatory inquiries and exams;
|
•
|
Government Relations
– continuing efforts of various Nuveen teams and Nuveen’s affiliates to develop policy positions on a broad range of issues that may impact the Nuveen funds, advocate and communicate these positions to lawmakers and other
regulatory authorities and work with trade associations to ensure these positions are represented; |
•
|
Business Continuity, Disaster
Recovery and Information Security – continuing efforts of Nuveen to periodically test and update business continuity and disaster recovery plans and, together with its affiliates, to maintain an information security program
designed to identify and manage information security risks, and provide reports to the Board, at least annually, addressing, among other things, management’s security risk assessment, cyber risk profile, potential impact of new or revised laws
and regulations, incident tracking and other relevant information technology risk-related reports; and |
•
|
Dividend
Management Services – continuing to manage the dividends among the varying types of Nuveen funds within the Nuveen complex to be consistent with the respective fund’s product design and positioning in striving to deliver
those earnings to shareholders in a relatively consistent manner over time as well as assisting in the development of new products or the restructuring of existing funds. |
In its review, the Board recognized that Nuveen’s risk
management, compliance, technology and operations capabilities are all integral to providing its investment management services to the Nuveen funds. Further, the Board noted the benefits to shareholders of investing in a Nuveen fund, as each Nuveen
fund is a part of a large fund complex with a variety of investment disciplines, capabilities, expertise and resources available to navigate and support the funds including during stressed times as occurred in the market in the first half of 2020.
The Board recognized the impact of the COVID-19 pandemic during the year and the adaptations required by service providers to continue to deliver their services to the Nuveen funds, including working remotely. In this regard, the Board noted the
ability of the Adviser and the various sub-advisers to the Nuveen funds to provide continuously their services notwithstanding the significant disruptions caused by the pandemic. In addition to the services provided by the Adviser, the Board also
considered the risks borne by the Adviser and its affiliates in managing the Nuveen funds, including entrepreneurial, operational, reputational, regulatory and litigation risks.
The Board further considered the division of responsibilities
between the Adviser and the Sub-Adviser and recognized that the Sub-Adviser and its investment personnel generally are responsible for the management of the Fund’s portfolio under the oversight of the Adviser and the Board. The Board
considered an analysis of the Sub-Adviser provided by the Adviser which included, among other things, the assets under management of the applicable investment team and changes thereto, a summary of the applicable investment team and changes thereto,
the investment process and philosophy of the applicable investment team, the performance of the Nuveen funds sub-advised by the Sub-Adviser over various periods of time and a summary of any significant policy and/or other changes to the Nuveen funds
sub-advised by the Sub-Adviser. The Board further considered at the May Meeting or prior meetings evaluations of the Sub-Adviser’s compliance programs and trade execution. The Board also considered the structure of investment personnel
compensation programs and whether this structure provides appropriate incentives to act in the best interests of the respective Nuveen funds. The Board noted that the Adviser recommended the renewal of the Sub-Advisory Agreement.
Based on its
review, the Board determined, in the exercise of its reasonable business judgment, that it was satisfied with the nature, extent and quality of services provided to the Fund under each applicable Advisory Agreement.
B. The Investment Performance of the Fund and Fund
Advisers
In evaluating the quality of the services
provided by the Fund Advisers, the Board also received and considered a variety of investment performance data of the Nuveen funds they advise. In evaluating performance, the Board recognized that performance data may differ significantly depending
on the ending date selected, particularly during periods of market volatility, and therefore considered performance over a variety of time periods that may include full market cycles. In this regard, the Board reviewed, among other things, Fund
performance over the quarter, one- and three-year periods ending December 31, 2020 as well as performance data periods ending nearer to the May Meeting, including the quarter, one- and three-year periods ending March 31, 2021. The performance data
prepared for the annual review of the advisory agreements for the Nuveen funds supplemented the fund performance data that the Board received throughout the year at its meetings representing differing time periods. In its review, the Board took into
account the discussions with representatives of the Adviser; the Adviser’s analysis regarding fund performance that occurred at these Board meetings with particular focus on funds that were considered performance outliers (both overperformance
and underperformance); the factors contributing to the performance; and any recommendations or steps taken to address performance concerns. Regardless of the time period reviewed by the Board, the Board recognized that shareholders may evaluate
performance based on their own holding periods which may differ from the periods reviewed by the Board and lead to differing results. For Nuveen funds that had changes in portfolio managers since 2018 or significant changes, among other things, to
their investment strategies or policies since 2019, the Board reviewed certain performance data comparing the performance of such funds before and after such changes. In considering performance data, the Board is aware of certain inherent
limitations with such data, including that differences between the objective(s), strategies and other characteristics of the Nuveen funds compared to certain peer groups and/or benchmark(s) as well as differences in the composition of the peer
groups over time will necessarily contribute to differences in performance results and limit the value of the comparative information.
The Board also evaluated performance in light of various
relevant factors, including, among other things, general market conditions, issuer-specific information, asset class information, leverage and fund cash flows. In relation to general market conditions, the Board recognized the significant market
decline in the early part of 2020 in connection with, among other things, the impact of the COVID-19 pandemic and that such a period of underperformance and market volatility may significantly weigh on the longer term performance results.
Accordingly, depending on the facts and circumstances including any differences between the respective Nuveen fund and its benchmark and/or peer group, the Board may be satisfied with a fund’s performance notwithstanding that its performance
may be below that of its benchmark or peer group for certain periods. However, with respect to any Nuveen funds for which the Board had identified performance issues, the Board monitors such funds closely until performance improves, discusses with
the Adviser the reasons for such results, considers whether any steps are necessary or appropriate to address such issues, and reviews the results of any steps undertaken.
The Board noted that the Fund, a Nuveen exchange-traded fund
(“ETF”), is designed to track the performance of a specified index (the “Underlying Index”). In its review, the Board received and reviewed information addressing, among other things, the net asset value performance of the
Fund, the performance of the Fund’s Underlying Index and parent index, the Fund’s relative performance compared to the performance of peer funds (the “Performance Peer Group”) and the Fund’s tracking error and excess
return compared to its Underlying Index over certain periods. However, given the Fund’s investment objective of seeking investment results that correspond generally to the performance of its Underlying Index, the Board recognized that the
extent to which the Fund tracked its benchmark was of greater relevance in assessing the performance for the Fund and therefore placed more emphasis on the tracking error and correlation data provided.
The Board considered, among other things, the performance of
the Fund and its Underlying Index for the one- and three-year periods ended December 31, 2020 and March 31, 2021 as well as its tracking error compared to its Underlying Index as of such dates. The Board noted that the Fund ranked in the third
quartile of its Performance Peer Group for the one-year period ended December 31, 2020 and second quartile for the three-year period ended December 31, 2020. The Fund also ranked in the second quartile of its Performance Peer Group for the one- and
three-year periods ended March 31, 2021. Given the Fund’s investment objective, however, the Board placed more emphasis on its review of the correlation and tracking difference data. Based on its review, the Board was satisfied with the
Fund’s overall performance.
C. Fees, Expenses and
Profitability
1. Fees and
Expenses
As part of its annual review, the Board
generally considered the contractual management fee and net management fee (the management fee after taking into consideration fee waivers and/or expense reimbursements, if any) paid by a Nuveen fund to the Adviser in light of the nature, extent and
quality of the services provided. The Board also generally considered the total operating expense ratio of a Nuveen fund before and after any fee waivers and/or expense reimbursements. With respect to the Nuveen ETFs, such as the Fund, however, the
Board recognized that a Nuveen ETF pays a unitary fee and therefore, the Board reviewed the unitary fee compared to the gross and net management fees and net total expense ratios of a group of comparable funds (the “Peer Group”)
established by Broadridge. The Independent Board Members reviewed the methodology Broadridge employed to establish its Peer Group and recognized that differences between the applicable fund and its respective Peer Group as well as changes to the
composi-
Annual Investment Management
Agreement Approval Process (Unaudited) (continued)
tion of the Peer Group from year to year may limit some of the value of the
comparative data. The Independent Board Members also considered a fund’s operating expense ratio as it more directly reflected the shareholder’s costs in investing in the respective fund.
In their review, the Independent Board Members considered, in
particular, each fund with a net expense ratio of six basis points or higher compared to that of its peer average (each, an “Expense Outlier Fund”) and an analysis as to the factors contributing to each such fund’s higher relative
net expense ratio. Accordingly, in reviewing the comparative data between a fund and its peers, the Board generally considered the fund’s net expense ratio and fees to be higher if they were over 10 basis points higher, slightly higher if they
were 6 to 10 basis points higher, in line if they were within approximately 5 basis points higher than the peer average and below if they were below the peer average of the Peer Group. The Independent Board Members also considered, in relevant part,
a fund’s net management fee and net total expense ratio in light of its performance history.
As noted above, the Board recognized that the Nuveen ETFs pay
the Adviser a single, all-inclusive (or unified) management fee for providing all services necessary for the management and operation of the Nuveen ETFs, subject to certain exceptions. Unlike the typical fee arrangements of the other Nuveen funds in
which the funds pay a variety of fees and expenses such as investment advisory fees, transfer agency fees, audit fees, custodian fees, administration fees, compliance expenses, recordkeeping expenses, marketing and shareholder service fees,
distribution charges and other expenses, Nuveen ETFs pay the Adviser a unified fee, and the Adviser is responsible for providing such services or arranging and supervising third parties to provide such services (subject to the certain exceptions).
Under the unified fee structure, the Board recognized that the Adviser generally bears the risks of the operating costs rising (and benefits if such expenses decrease) and therefore has an incentive to be administratively efficient. As part of the
Board’s analysis of the fee level of the Fund, the Independent Board Members reviewed, among other things, the unified fee compared to the gross and net management fees and net total expense ratios of its Peer Group.
With respect to the Sub-Adviser, the Board also considered the
sub-advisory fee schedule paid to the Sub-Adviser in light of the sub-advisory services provided to the Fund and comparative data of the fees the Sub-Adviser charges to other clients, if any. In its review, the Board recognized that the compensation
paid to the Sub-Adviser is the responsibility of the Adviser, not the Fund.
The Independent Board Members noted that the Fund had a net
management fee and a net expense ratio that were below the respective peer averages.
Based on its review of the information provided, the Board
determined that the Fund’s management fees (as applicable) to a Fund Adviser were reasonable in light of the nature, extent and quality of services provided to the Fund.
2. Comparisons with the Fees of Other
Clients
In determining the appropriateness of fees, the
Board also considered information regarding the fee rates the respective Fund Advisers charged to certain other types of clients and the type of services provided to these other clients. With respect to the Adviser and/or the Sub-Adviser, such other
clients may include foreign investment companies offered by Nuveen and sub-advised by the Sub-Adviser; and certain funds advised by the Sub-Adviser. The Board further noted that the Adviser also advised and the Sub-Adviser sub-advised additional
ETFs sponsored by Nuveen.
The Board recognized that the
Fund had an affiliated sub-adviser and, with respect to affiliated sub-advisers, reviewed, among other things, the range of fees assessed for foreign investment companies and ETFs offered by Nuveen. In addition, the Board reviewed the management
fees and expense ratios of certain funds advised by the Sub-Adviser in the TIAA-CREF family of funds.
In considering the fee data of other clients, the Board
recognized, among other things, the differences in the amount, type and level of services provided to the Nuveen funds relative to other clients as well as the differences in portfolio investment policies, investor profiles, account sizes and
regulatory requirements, all of which contribute to the variations in the fee schedules. The Board recognized the breadth of services the Adviser had provided to the Nuveen funds compared to the other types of clients as the funds operate in a
highly regulated industry with increasing regulatory requirements as well as the increased entrepreneurial, legal and regulatory risks that the Adviser incurs in sponsoring and managing the funds. Further, with respect to ETFs, the Board considered
that Nuveen ETFs were passively managed compared to the active management of the other Nuveen funds which contributed to the differences in fee levels between the Nuveen ETFs and other Nuveen funds. In general, higher fee levels reflect higher
levels of service provided by the Adviser, increased investment management complexity, greater product management requirements, and higher levels of business risk or some combination of these factors. The Board further considered that the
Sub-Adviser’s fee is essentially for portfolio management services. The Board concluded the varying levels of fees were justified given, among other things, the inherent differences in the products and the level of services provided to the
Nuveen funds versus other clients, the differing regulatory requirements and legal liabilities and the entrepreneurial, legal and regulatory risks incurred in sponsoring and advising a registered investment company.
3. Profitability of Fund Advisers
In their review, the Independent Board Members considered
information regarding Nuveen’s level of profitability for its advisory services to the Nuveen funds for the calendar years 2020 and 2019. The Board reviewed, among other things, Nuveen’s net margins (pre-tax) (both including and
excluding distribution expenses); gross and net revenue margins (pre- and post-tax and excluding distribution) from Nuveen funds only; revenues, expenses and net income (pre- and post-tax and before distribution expenses) of Nuveen for fund advisory
services; and comparative profitability data comparing the
operating margins of Nuveen
compared to the adjusted operating margins of certain peers that had publicly available data and with the most comparable assets under management (based on asset size and asset composition) for each of the last two calendar years. In reviewing the
peer comparison data, the Independent Board Members noted that Nuveen Investments, Inc.’s operating margins were on the low range compared to the total company adjusted operating margins of the peers. The Board also reviewed the revenues and
expenses the Adviser derived from its ETF product line for the 2019 and 2020 calendar years.
In reviewing the profitability data, the Independent Board
Members recognized the subjective nature of calculating profitability as the information is not audited and is dependent on cost allocation methodologies to allocate corporate-wide expenses to the Nuveen complex and its affiliates and to further
allocate such Nuveen complex expenses between the Nuveen fund and non-fund businesses. Generally, fund-specific expenses are allocated to the Nuveen funds and partial fund-related expenses and/or corporate overhead and shared costs (such as legal
and compliance, accounting and finance, information technology and human resources and office services) are partially attributed to the funds pursuant to cost allocation methodologies. The Independent Board Members reviewed a description of the cost
allocation methodologies employed to develop the financial information, a summary of the history of changes to the methodology over the years from 2010 to 2020, and the net revenue margins derived from the Nuveen funds (pre-tax and including and
excluding distribution) and total company margins from Nuveen Investments, Inc. compared to the firm-wide adjusted margins of the peers for each calendar year from 2010 to 2020. The Board had also appointed three Independent Board Members to serve
as the Board’s liaisons, with the assistance of independent counsel, to review the development of the profitability data and any proposed changes to the cost allocation methodology prior to incorporating any such changes and to report to the
full Board. The Board recognized that other reasonable and valid allocation methodologies could be employed and could lead to significantly different results. The Independent Board Members also considered the key drivers behind the revenue and
expense changes that impacted Nuveen’s net margins between 2019 and 2020. The Board also noted the reinvestments Nuveen and/or its parent made into its business through, among other things, the investment of seed capital in certain Nuveen
funds and continued investments in enhancements to information technology, portfolio accounting systems and the global trading platform.
In reviewing the comparative peer data noted above, the Board
considered that the operating margins of Nuveen Investments, Inc. were in the lower half of the peer group range; however, the Independent Board Members also recognized the limitations of the comparative data given that peer data is not generally
public and the calculation of profitability is subjective and affected by numerous factors (such as types of funds a peer manages, its business mix, its cost of capital, the numerous assumptions underlying the methodology used to allocate expenses
and other factors) that can have a significant impact on the results.
Aside from Nuveen’s profitability, the Board recognized
that the Adviser is a subsidiary of Nuveen, LLC, the investment management arm of Teachers Insurance and Annuity Association of America (“TIAA”). Accordingly, the Board also reviewed a balance sheet for TIAA reflecting its assets,
liabilities and capital and contingency reserves for the 2020 and 2019 calendar years to consider the financial strength of TIAA. The Board recognized the benefit of an investment adviser and its parent with significant resources, particularly
during periods of market volatility as experienced with the COVID-19 pandemic.
In addition to Nuveen, the Independent Board Members considered
the profitability of the Sub-Adviser from its relationships with the Nuveen funds. In this regard, the Independent Board Members reviewed the Sub-Adviser’s revenues, expenses and net operating income for its advisory services to the Nuveen
ETFs and Nuveen closed-end funds for 2020 and 2019.
In
evaluating the reasonableness of the compensation, the Independent Board Members also considered any other ancillary benefits derived by the respective Fund Adviser from its relationship with the Nuveen funds as discussed in further detail
below.
Based on a consideration of all the information
provided, the Board noted that Nuveen’s and the Sub-Adviser’s level of profitability was acceptable and not unreasonable in light of the services provided.
D. Economies of Scale and Whether Fee Levels Reflect These
Economies of Scale
The Board considered whether there
have been economies of scale with respect to the management of the Nuveen funds and whether these economies of scale have been appropriately shared with the funds. The Board recognized that although economies of scale are difficult to measure and
certain expenses may not decline with a rise in assets, there are several methods to help share the benefits of economies of scale, including breakpoints in the management fee schedule, fee waivers and/or expense limitations, the pricing of Nuveen
funds at scale at inception and investments in Nuveen’s business which can enhance the services provided to the funds for the fees paid. The Board noted that Nuveen generally has employed these various methods, and the Board considered the
extent to which the Nuveen funds will benefit from economies of scale as their assets grow. In this regard, the Board noted that, with respect to the Nuveen funds generally, although the management fee of the Adviser is typically comprised of a
fund-level component and a complex-level component each with its own breakpoint schedule, the Nuveen ETFs do not have breakpoint schedules. The Board recognized that the Nuveen ETFs (including the Fund) pay a unified fee and as a result, any
reduction in fixed costs associated with the management of these funds would benefit the Adviser. However, the Independent Board Members noted that the unified fee schedule provides shareholders with a level of certainty of the expenses of the
Nuveen ETFs. The Independent Board Members considered that the unified fees generally provide inherent economies of scale because the Nuveen ETF would maintain a competitive fixed fee over the annual contract period even if the particular
fund’s assets declined and/or operating costs rose. As the Nuveen ETFs do not have breakpoints, they do not participate in the complex-level fee programs.
Annual Investment Management
Agreement Approval Process (Unaudited) (continued)
The Independent Board Members also recognized the
Adviser’s continued reinvestment in its business through various initiatives including maintaining a seed account available for investments into Nuveen funds and investing in its internal infrastructure, information technology and other
systems that will, among other things, consolidate and enhance accounting systems, integrate technology platforms to support growth and efficient data processing, and further develop its global trading platform to enhance the investment process for
the investment teams.
Based on its review, the Board
concluded that the current fee arrangements together with the Adviser’s reinvestment in its business appropriately shared any economies of scale with shareholders. The Board further concluded that the absence of a fund-level and/or
complex-level breakpoint schedule or arrangement (as applicable) was acceptable.
E. Indirect Benefits
The Independent Board Members received and considered
information regarding other benefits the respective Fund Adviser or its affiliates may receive as a result of their relationship with the Nuveen funds. In addition, the Independent Board Members also noted that various sub-advisers may engage in
soft dollar transactions pursuant to which they may receive the benefit of research products and other services provided by broker-dealers executing portfolio transactions on behalf of the applicable Nuveen funds. However, the Board noted that the
Sub-Adviser does not participate in soft dollar arrangements with respect to Nuveen fund portfolio transactions.
Based on its review, the Board concluded that any indirect
benefits received by a Fund Adviser as a result of its relationship with the Fund were reasonable and within acceptable parameters.
F. Other Considerations
The Board Members did not identify any single factor discussed
previously as all-important or controlling. The Board Members, including the Independent Board Members, concluded that the terms of each Advisory Agreement were fair and reasonable, that the respective Fund Adviser’s fees were reasonable in
light of the services provided to the Fund and that the Advisory Agreements be renewed.
Liquidity Risk Management
Program
(Unaudited)
Discussion
of the operation and effectiveness of the Fund's liquidity risk management program
In compliance with Rule 22e-4 under the Investment Company Act
of 1940, as amended (the “Liquidity Rule”), the Fund covered in this Report has adopted and implemented a liquidity risk management program (the “Program”), which is designed to manage each Fund’s liquidity risk. The
Program consists of various protocols for assessing and managing the Fund’s liquidity risk. The Fund's Board of Directors (the “Board”) previously designated Nuveen Fund Advisors, LLC, the Fund's investment adviser (the
“Adviser”), as the administrator of the Program. The Adviser’s Liquidity Monitoring and Analysis Team (“LMAT”) carries out day-to-day Program management with oversight by the Adviser’s Liquidity Oversight
Sub-Committee (“LOSC”). LMAT and LOSC are composed of personnel from the Adviser and Teachers Advisors, LLC, an affiliate of the Adviser.
At a May 26, 2021 meeting of the Board, the Adviser provided
the Board with a written report addressing the Program’s operation, adequacy and effectiveness of implementation for the calendar year 2020 (the “Review Period”), as required under the Liquidity Rule. The report noted that the
Program has been and continues to be adequately and effectively implemented to monitor and (as applicable) respond to each Fund’s liquidity developments.
In accordance with the Program, LMAT assesses each Fund’s
liquidity risk no less frequently than annually based on various factors, such as (i) the Fund’s investment strategy and the liquidity of its portfolio investments, (ii) cash flow projections, and (iii) holdings of cash and cash equivalents,
borrowing arrangements, and other funding sources. Certain factors are considered under both normal and reasonably foreseeable stressed conditions.
The Funds’ portfolio investments are classified into one
of four liquidity categories (including the most liquid, “Highly Liquid,” and the least liquid, “Illiquid,” as discussed below). The classification is based on a determination of how long it is reasonably expected to take to
convert the investment into cash, or sell or dispose of the investment, in current market conditions without significantly changing the market value of the investment. Liquidity classification determinations take into account various market,
trading, and investment-specific considerations, as well as market depth, using third-party vendor data.
A fund that does not primarily hold Highly Liquid investments
must, among other things, determine a minimum percentage of the fund’s net assets that must be invested in Highly Liquid investments (a “Highly Liquid Investment Minimum”). During the Review Period, the Fund primarily held Highly
Liquid investments and therefore was exempt from the requirement to adopt a Highly Liquid Investment Minimum and to comply with the related requirements under the Liquidity Rule.
The Liquidity Rule also limits a fund’s investments in
Illiquid investments. Specifically, the Liquidity Rule prohibits a fund from acquiring Illiquid investments if doing so would result in the fund holding more than 15% of its net assets in Illiquid investments, and requires certain reporting to the
fund’s board and the Securities and Exchange Commission any time a fund’s holdings of Illiquid investments exceeds 15% of net assets. During the Review Period, the Fund did not exceed the 15% limit on Illiquid investments.
Trustees and
Officers
(Unaudited)
The
management of the Funds, including general supervision of the duties performed for the Funds by the Adviser, is the responsibility of the Board of Trustees of the Funds. None of the Trustees who are not “interested” persons of the Funds
(referred to herein as “Independent Trustees”) has ever been a Trustee or employee of, or consultant to, Nuveen or its affiliates. The names and business addresses of the Trustees and officers of the Funds, their principal occupations
and other affiliations during the past five years, the number of portfolios each Trustee oversees and other directorships they hold are set forth below.
The Funds’ Statement of Additional Information
(“SAI”) includes more information about the Trustees. To request a free copy, call Nuveen Investments at (800) 257-8787 or visit the Funds’ website at www.nuveen.com.
Name,
Year of Birth & Address |
Position(s)
Held with the Funds |
Year
First Elected or Appointed (1) |
Principal
Occupation(s) Including other Directorships During Past 5 Years |
Number
of Portfolios in Fund Complex Overseen by Trustee |
Independent
Trustees: |
|
|
|
|
Terence
J. Toth 1959 333 W. Wacker Drive Chicago, IL 60606 |
Chair
and Trustee |
2008
|
Formerly,
a Co-Founding Partner, Promus Capital (investment advisory firm) (2008-2017); Director, Quality Control Corporation (manufacturing) (since 2012); member: Catalyst Schools of Chicago Board (since 2008) and Mather Foundation Board (philanthropy)
(since 2012), and chair of its investment committee; formerly, Member, Chicago Fellowship Board (philanthropy) (2005-2016); formerly, Director, Fulcrum IT Services LLC (information technology services firm to government entities) (2010-2019);
formerly, Director, LogicMark LLC (health services) (2012-2016); formerly, Director, Legal & General Investment Management America, Inc. (asset management) (2008-2013); formerly, CEO and President, Northern Trust Global Investments (financial
services) (2004-2007); Executive Vice President, Quantitative Management & Securities Lending (2000-2004); prior thereto, various positions with Northern Trust Company (financial services) (since 1994); formerly, Member, Northern Trust Mutual
Funds Board (2005-2007), Northern Trust Global Investments Board (2004-2007), Northern Trust Japan Board (2004-2007), Northern Trust Securities Inc. Board (2003- 2007) and Northern Trust Hong Kong Board (1997-2004). |
142
|
Jack
B. Evans 1948 333 W. Wacker Drive Chicago, IL 60606 |
Trustee
|
1999
|
Chairman
(since 2019), formerly, President (1996-2019), The Hall-Perrine Foundation, (private philanthropic corporation); Life Trustee of Coe College; formerly, Member and President Pro-Tem of the Board of Regents for the State of Iowa University System
(2007- 2013); Director and Chairman (2009-2021), United Fire Group, a publicly held company; Director, Public Member, American Board of Orthopaedic Surgery (2015-2020); Director (2000-2004), Alliant Energy; Director (1996-2015), The Gazette Company
(media and publishing); Director (1997- 2003), Federal Reserve Bank of Chicago; President and Chief Operating Officer (1972-1995), SCI Financial Group, Inc., (regional financial services firm). |
142
|
Name,
Year of Birth & Address |
Position(s)
Held with the Funds |
Year
First Elected or Appointed (1) |
Principal
Occupation(s) Including other Directorships During Past 5 Years |
Number
of Portfolios in Fund Complex Overseen by Trustee |
William
C. Hunter 1948 333 W. Wacker Drive Chicago, IL 60606 |
Trustee
|
2003
|
Dean
Emeritus, formerly, Dean, Tippie College of Business, University of Iowa (2006-2012); Director of Wellmark, Inc. (since 2009); past Director (2005-2015), and past President (2010- 2014) Beta Gamma Sigma, Inc., The International Business Honor
Society; formerly, Director (2004-2018) of Xerox Corporation; formerly, Dean and Distinguished Professor of Finance, School of Business at the University of Connecticut (2003-2006); previously, Senior Vice President and Director of Research at the
Federal Reserve Bank of Chicago (1995-2003); formerly, Director (1997-2007), Credit Research Center at Georgetown University. |
142
|
Amy
B. R. Lancellotta 1959 333 W. Wacker Drive Chicago, IL 60606 |
Trustee
|
2021
|
Formerly,
Managing Director, Independent Directors Council (IDC) (supports the fund independent director community and is part of the Investment Company Institute (ICI), which represents regulated investment companies) (2006-2019); formerly, various
positions with ICI (1989-2006); Member of the Board of Directors, Jewish Coalition Against Domestic Abuse (JCADA) (since 2020). |
142
|
Joanne
T. Medero 1954 333 W. Wacker Drive Chicago, IL 60606 |
Trustee
|
2021
|
Formerly,
Managing Director, Government Relations and Public Policy (2009-2020) and Senior Advisor to the Vice Chairman (2018-2020), BlackRock, Inc. (global investment management firm); formerly, Managing Director, Global Head of Government Relations and
Public Policy, Barclays Group (IBIM) (investment banking, investment management and wealth management businesses)(2006-2009); formerly, Managing Director, Global General Counsel and Corporate Secretary, Barclays Global Investors (global investment
management firm) (1996-2006); formerly, Partner, Orrick, Herrington & Sutcliffe LLP (law firm) (1993-1995); formerly, General Counsel, Commodity Futures Trading Commission (government agency overseeing U.S. derivatives markets) (1989-1993);
formerly, Deputy Associate Director/Associate Director for Legal and Financial Affairs, Office of Presidential Personnel, The White House (1986-1989); Member of the Board of Directors, Baltic-American Freedom Foundation (seeks to provide
opportunities for citizens of the Baltic states to gain education and professional development through exchanges in the U.S.) (since 2019). |
142
|
Albin
F. Moschner 1952 333 W. Wacker Drive Chicago, IL 60606 |
Trustee
|
2016
|
Founder
and Chief Executive Officer, Northcroft Partners, LLC, (management consulting) (since 2012); formerly, Chairman (2019), and Director (2012-2019), USA Technologies, Inc., (provider of solutions and services to facilitate electronic payment
transactions); formerly, Director, Wintrust Financial Corporation (1996-2016); previously, held positions at Leap Wireless International, Inc. (consumer wireless services), including Consultant (2011-2012), Chief Operating Officer (2008-2011), and
Chief Marketing Officer (2004-2008); formerly, President, Verizon Card Services division of Verizon Communications, Inc. (2000-2003); formerly, President, One Point Services at One Point Communications (telecommunication services) (1999-2000);
formerly, Vice Chairman of the Board, Diba, Incorporated (internet technology provider) (1996-1997); formerly, various executive positions (1991-1996) including Chief Executive Officer (1995-1996) of Zenith Electronics Corporation (consumer
electronics). |
142
|
Trustees and Officers (Unaudited) (continued)
Name,
Year of Birth & Address |
Position(s)
Held with the Funds |
Year
First Elected or Appointed (1) |
Principal
Occupation(s) Including other Directorships During Past 5 Years |
Number
of Portfolios in Fund Complex Overseen by Trustee |
John
K. Nelson 1962 333 W. Wacker Drive Chicago, IL 60606 |
Trustee
|
2013
|
Member
of Board of Directors of Core12 LLC. (private firm which develops branding, marketing and communications strategies for clients) (since 2008); served The President's Council of Fordham University (2010-2019) and previously a Director of the Curran
Center for Catholic American Studies (2009-2018); formerly, senior external advisor to the Financial Services practice of Deloitte Consulting LLP. (2012-2014); former Chair of the Board of Trustees of Marian University (2010-2014 as trustee,
2011-2014 as Chair); formerly Chief Executive Officer of ABN AMRO Bank N.V., North America, and Global Head of the Financial Markets Division (2007-2008), with various executive leadership roles in ABN AMRO Bank N.V. between 1996 and 2007. |
142
|
Judith
M. Stockdale 1947 333 W. Wacker Drive Chicago, IL 60606 |
Trustee
|
1997
|
Board
Member, Land Trust Alliance (national public charity addressing natural land and water conservation in the U.S.) (since 2013); formerly, Board Member, U.S. Endowment for Forestry and Communities (national endowment addressing forest health,
sustainable forest production and markets, and economic health of forest-reliant communities in the U.S.) (2013-2019); formerly, Executive Director (1994-2012), Gaylord and Dorothy Donnelley Foundation (private foundation endowed to support both
natural land conservation and artistic vitality); prior thereto, Executive Director, Great Lakes Protection Fund (endowment created jointly by seven of the eight Great Lakes states' Governors to take a regional approach to improving the health of
the Great Lakes) (1990-1994). |
142
|
Carole
E. Stone 1947 333 W. Wacker Drive Chicago, IL 60606 |
Trustee
|
2007
|
Former
Director, Chicago Board Options Exchange (2006-2017), and C2 Options Exchange, Incorporated (2009-2017); formerly, Director, Cboe Global Markets, Inc., (2010-2020) (formerly named CBOE Holdings, Inc.); formerly, Commissioner, New York State
Commission on Public Authority Reform (2005-2010). |
142
|
Matthew
Thornton III 1958 333 W. Wacker Drive Chicago, IL 60606 |
Trustee
|
2020
|
Formerly,
Executive Vice President and Chief Operating Officer (2018-2019), FedEx Freight Corporation, a subsidiary of FedEx Corporation ("FedEx") (provider of transportation, e-commerce and business services through its portfolio of companies); formerly,
Senior Vice President, U.S. Operations (2006-2018), Federal Express Corporation, a subsidiary of FedEx; formerly Member of the Board of Directors (2012-2018), Safe Kids
Worldwide® (a non-profit organization dedicated to preventing childhood injuries). Member of the Board of Directors (since 2014), The Sherwin-Williams Company (develops,
manufactures, distributes and sells paints, coatings and related products); Director (since 2020), Crown Castle International (provider of communications infrastructure). |
142
|
Name,
Year of Birth & Address |
Position(s)
Held with the Funds |
Year
First Elected or Appointed (1) |
Principal
Occupation(s) Including other Directorships During Past 5 Years |
Number
of Portfolios in Fund Complex Overseen by Trustee |
Margaret
L. Wolff 1955 333 W. Wacker Drive Chicago, IL 60606 |
Trustee
|
2016
|
Formerly,
member of the Board of Directors (2013-2017) of Travelers Insurance Company of Canada and The Dominion of Canada General Insurance Company (each, a part of Travelers Canada, the Canadian operation of The Travelers Companies, Inc.); formerly, Of
Counsel, Skadden, Arps, Slate, Meagher & Flom LLP (Mergers & Acquisitions Group) (legal services) (2005-2014); Member of the Board of Trustees of New York-Presbyterian Hospital (since 2005); Member (since 2004) and Chair (since 2015) of the
Board of Trustees of The John A. Hartford Foundation (a philanthropy dedicated to improving the care of older adults); formerly, Member (2005-2015) and Vice Chair (2011-2015) of the Board of Trustees of Mt. Holyoke College. |
142
|
Robert
L. Young 1963 333 W. Wacker Drive Chicago, IL 60606 |
Trustee
|
2017
|
Formerly,
Chief Operating Officer and Director, J.P. Morgan Investment Management Inc. (financial services) (2010-2016); formerly, President and Principal Executive Officer (2013-2016), and Senior Vice President and Chief Operating Officer (2005-2010), of
J.P. Morgan Funds; formerly, Director and various officer positions for J.P. Morgan Investment Management Inc. (formerly, JPMorgan Funds Management, Inc. and formerly, One Group Administrative Services) and JPMorgan Distribution Services, Inc.
(financial services) (formerly, One Group Dealer Services, Inc.) (1999-2017). |
142
|
Name,
Year of Birth & Address |
Position(s)
Held with the Funds |
Year
First Elected or Appointed(2) |
Principal
Occupation(s) During Past 5 Years |
|
Officers
of the Funds: |
|
|
|
|
Jordan
M. Farris 1980 333 W. Wacker Drive Chicago, IL 60606 |
Chief
Administrative Officer |
2019
|
Managing
Director (since 2017), formerly Vice President (2016-2017), Head of Product Management and Development, ETFs, Nuveen Securities, LLC; Director, Guggenheim Funds Distributors (2013-2016). |
|
Mark
J. Czarniecki 1979 901 Marquette Avenue Minneapolis, MN 55402 |
Vice
President and Assistant Secretary |
2013
|
Vice
President and Assistant Secretary of Nuveen Securities, LLC (since 2016) and Nuveen Fund Advisors, LLC (since 2017); Managing Director and Associate General Counsel (since January 2022), formerly, Vice President and Associate General Counsel of
Nuveen (2013-2021) and Vice President, Assistant Secretary and Associate General Counsel of Nuveen Asset Management, LLC (since 2018). |
|
Diana
R. Gonzalez 1978 333 W. Wacker Drive Chicago, IL 60606 |
Vice
President and Secretary |
2017
|
Vice
President and Assistant Secretary of Nuveen Fund Advisors, LLC (since 2017); Vice President and Associate General Counsel of Nuveen (since 2017); formerly, Associate General Counsel of Jackson National Asset Management, LLC (2012-2017). |
|
Nathaniel
T. Jones 1979 333 W. Wacker Drive Chicago, IL 60606 |
Vice
President and Treasurer |
2016
|
Senior
Managing Director (since 2021), formerly, Managing Director (2017-2021), Senior Vice President (2016-2017), Vice President (2011- 2016) of Nuveen; Managing Director (since 2015) of Nuveen Fund Advisors, LLC; Chartered Financial Analyst. |
|
Tina
M. Lazar 1961 333 W. Wacker Drive Chicago, IL 60606 |
Vice
President |
2002
|
Managing
Director (since 2017), formerly, Senior Vice President (2014-2017) of Nuveen Securities, LLC. |
|
Brian
J. Lockhart 1974 333 W. Wacker Drive Chicago, IL 60606 |
Vice
President |
2019
|
Managing
Director (since 2019) of Nuveen Fund Advisors, LLC; Senior Managing Director (since 2021), formerly, Managing Director (2017-2021), Vice President (2010-2017) of Nuveen; Head of Investment Oversight (since 2017), formerly, Team Leader of Manager
Oversight (2015-2017); Chartered Financial Analyst and Certified Financial Risk Manager. |
|
Trustees and Officers (Unaudited) (continued)
Name,
Year of Birth & Address |
Position(s)
Held with the Funds |
Year
First Elected or Appointed(2) |
Principal
Occupation(s) During Past 5 Years |
|
Jacques
M. Longerstaey 1963 8500 Andrew Carnegie Blvd. Charlotte, NC 28262 |
Vice
President |
2019
|
Senior
Managing Director, Chief Risk Officer, Nuveen, LLC (since May 2019); Senior Managing Director (since May 2019) of Nuveen Fund Advisors, LLC; formerly, Chief Investment and Model Risk Officer, Wealth & Investment Management Division, Wells Fargo
Bank (NA) (2013-2019). |
|
Kevin
J. McCarthy 1966 333 W. Wacker Drive Chicago, IL 60606 |
Vice
President and Assistant Secretary |
2007
|
Senior
Managing Director (since 2017) and Secretary and General Counsel (since 2016) of Nuveen Investments, Inc., formerly, Executive Vice President (2016-2017) and Managing Director and Assistant Secretary (2008-2016); Senior Managing Director (since
2017) and Assistant Secretary (since 2008) of Nuveen Securities, LLC, formerly Executive Vice President (2016-2017) and Managing Director (2008-2016); Senior Managing Director (since 2017) and Secretary (since 2016) of Nuveen Fund Advisors, LLC,
formerly, Co-General Counsel (2011-2020), Executive Vice President (2016-2017), Managing Director (2008-2016) and Assistant Secretary (2007-2016); Senior Managing Director (since 2017), Secretary (since 2016) of Nuveen Asset Management, LLC,
formerly, Associate General Counsel (2011-2020), Executive Vice President (2016-2017) and Managing Director and Assistant Secretary (2011-2016); Vice President (since 2007) and Secretary (since 2016), formerly, Assistant Secretary, of NWQ Investment
Management Company, LLC, Santa Barbara Asset Management, LLC and Winslow Capital Management, LLC (since 2010). Senior Managing Director (since 2017) and Secretary (since 2016) of Nuveen Alternative Investments, LLC. |
|
Jon
Scott Meissner 1973 8500 Andrew Carnegie Blvd. Charlotte, NC 28262 |
Vice
President and Assistant Secretary |
2019
|
Managing
Director of Mutual Fund Tax and Financial Reporting groups at Nuveen (since 2017); Managing Director of Nuveen Fund Advisors, LLC (since 2019); Senior Director of Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC (since 2016); Senior
Director (since 2015) Mutual Fund Taxation to the TIAA-CREF Funds, the TIAA-CREF Life Funds, the TIAA Separate Account VA-1 and the CREF Accounts; has held various positions with TIAA since 2004. |
|
Deann
D. Morgan 1969 730 Third Avenue New York, NY 10017 |
Vice
President |
2020
|
President,
Nuveen Fund Advisors, LLC (since 2020); Executive Vice President, Global Head of Product at Nuveen (since 2019); Co-Chief Executive Officer of Nuveen Securities, LLC (since 2020); Managing Member of MDR Collaboratory LLC (since 2018); formerly.
Managing Director, Head of Wealth Management Product Structuring & COO Multi Asset Investing. The Blackstone Group (2013-2017). |
|
Christopher
M. Rohrbacher 1971 333 W. Wacker Drive Chicago, IL 60606 |
Vice
President and Assistant Secretary |
2008
|
Managing
Director and Assistant Secretary (since 2017) of Nuveen Securities, LLC; Managing Director (since 2017), General Counsel (since 2020), and Assistant Secretary (since 2016), formerly, Senior Vice President (2016-2017), of Nuveen Fund Advisors, LLC;
Managing Director, Associate General Counsel and Assistant Secretary of Nuveen Asset Management, LLC (since 2020); Managing Director (since 2017) and Associate General Counsel (since 2016), formerly, Senior Vice President (2012-2017) and Assistant
General Counsel (2008-2016) of Nuveen. |
|
William
A. Siffermann 1975 333 W. Wacker Drive Chicago, IL 60606 |
Vice
President |
2017
|
Managing
Director (since 2017), formerly Senior Vice President (2016-2017) and Vice President (2011-2016) of Nuveen. |
|
E.
Scott Wickerham 1973 8500 Andrew Carnegie Blvd. Charlotte, NC 28262 |
Vice
President and Controller |
2019
|
Senior
Managing Director, Head of Public Investment Finance at Nuveen (since 2019), formerly, Managing Director; Senior Managing Director (since 2019) of Nuveen Fund Advisors, LLC; Principal Financial Officer, Principal Accounting Officer and Treasurer
(since 2017) of the TIAA-CREF Funds, the TIAA-CREF Life Funds, the TIAA Separate Account VA-1 and Principal Financial Officer, Principal Accounting Officer (since 2020) and Treasurer (since 2017) of the CREF Accounts; formerly, Senior Director,
TIAA-CREF Fund Administration (2014-2015); has held various positions with TIAA since 2006. |
|
Name,
Year of Birth & Address |
Position(s)
Held with the Funds |
Year
First Elected or Appointed(2) |
Principal
Occupation(s) During Past 5 Years |
|
Mark
L. Winget 1968 333 W. Wacker Drive Chicago, IL 60606 |
Vice
President and Assistant Secretary |
2008
|
Vice
President and Assistant Secretary of Nuveen Securities, LLC (since 2008), and Nuveen Fund Advisors, LLC (since 2019); Vice President, Associate General Counsel and Assistant Secretary of Nuveen Asset Management, LLC (since 2020); Vice President
(since 2010) and Associate General Counsel (since 2019), formerly, Assistant General Counsel (2008-2016) of Nuveen. |
|
Gifford
R. Zimmerman 1956 333 W. Wacker Drive Chicago, IL 60606 |
Vice
President and Chief Compliance Officer |
1988
|
Formerly,
Managing Director (2002-2020) and Assistant Secretary (2002-2020) of Nuveen Securities, LLC; formerly, Managing Director (2002-2020), Assistant Secretary (1997-2020) and Co-General Counsel (2011-2020) of Nuveen Fund Advisors, LLC; formerly,
Managing Director (2004-2020) and Assistant Secretary (1994-2020) of Nuveen Investments, Inc.; formerly, Managing Director, Assistant Secretary and Associate General Counsel of Nuveen Asset Management, LLC (2011-2020); formerly, Vice President and
Assistant Secretary of NWQ Investment Management Company, LLC (2002-2020), Santa Barbara Asset Management, LLC (2006-2020) and Winslow Capital Management, LLC (2010-2020); Chartered Financial Analyst. |
|
(1)
Trustees serve an indefinite term until his/her successor is elected or appointed. The year first elected or appointed represents the year in which the director was first elected or appointed to any
fund in the Nuveen fund complex.
(2)
Officers serve one year terms through August of each year. The year first elected or appointed represents the year in which the officer was first elected or appointed to any fund in the Nuveen fund
complex.
Nuveen:
Serving Investors for Generations
Since 1898, financial professionals and their clients have
relied on Nuveen to provide dependable investment solutions through continued adherence to proven, long-term investing principles. Today, we offer a range of high quality solutions designed to be integral components of a well-diversified core
portfolio.
Focused on meeting investor needs.
Nuveen is the investment manager of TIAA. We have grown into
one of the world’s premier global asset managers, with specialist knowledge across all major asset classes and particular strength in solutions that provide income for investors and that draw on our expertise in alternatives and responsible
investing. Nuveen is driven not only by the independent investment processes across the firm, but also the insights, risk management, analytics and other tools and resources that a truly world-class platform provides. As a global asset manager, our
mission is to work in partnership with our clients to create solutions which help them secure their financial future.
Find out how we can help you.
To learn more about how the products and services of Nuveen
may be able to help you meet your financial goals, talk to your financial professional, or call us at (800) 257-8787. Please read the information provided carefully before you invest. Investors should consider the investment objective and policies,
risk considerations, charges and expenses of any investment carefully. Where applicable, be sure to obtain a prospectus, which contains this and other relevant information. To obtain a prospectus, please contact your securities representative or
Nuveen, 333 W. Wacker Dr., Chicago, IL 60606. Please read the prospectus carefully before you invest or send money.
Learn more about Nuveen Funds at:
www.nuveen.com/exchange-traded-funds
Nuveen Securities, LLC, member FINRA and SIPC | 333 West Wacker Drive
Chicago, IL 60606 | www.nuveen.com NAN-NURE-1221P2007004-INV-Y-02/23
As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrants principal
executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. There were no amendments to or waivers from the code during the period covered by this report. The registrant has
posted the code of ethics on its website at www.nuveen.com/fund-governance. (To view the code, click on Code of Conduct.)
ITEM 3. |
AUDIT COMMITTEE FINANCIAL EXPERT. |
As of the end of the period covered by this report, the registrants Board of Directors or Trustees (Board) determined that
the registrant has at least one audit committee financial expert (as defined in Item 3 of Form N-CSR) serving on its Audit Committee. The registrants audit committee financial experts are Carole E. Stone, Jack B. Evans, William C.
Hunter and Albin F. Moschner, who are independent for purposes of Item 3 of Form N-CSR.
Ms. Stone served for five years
as Director of the New York State Division of the Budget. As part of her role as Director, Ms. Stone was actively involved in overseeing the development of the States operating, local assistance and capital budgets, its financial plan and
related documents; overseeing the development of the States bond-related disclosure documents and certifying that they fairly presented the States financial position; reviewing audits of various State and local agencies and programs; and
coordinating the States system of internal audit and control. Prior to serving as Director, Ms. Stone worked as a budget analyst/examiner with increasing levels of responsibility over a 30 year period, including approximately five years as
Deputy Budget Director. Ms. Stone has also served as Chair of the New York State Racing Association Oversight Board, as Chair of the Public Authorities Control Board, as a Commissioner on the New York State Commission on Public Authority Reform and
as a member of the Boards of Directors of several New York State public authorities. These positions have involved overseeing operations and finances of certain entities and assessing the adequacy of project/entity financing and financial reporting.
Currently, Ms. Stone is on the Board of Directors of CBOE Holdings, Inc., of the Chicago Board Options Exchange, and of C2 Options Exchange. Ms. Stones position on the boards of these entities and as a member of both CBOE Holdings Audit
Committee and its Finance Committee has involved, among other things, the oversight of audits, audit plans and preparation of financial statements.
Mr. Evans was formerly President and Chief Operating Officer of SCI Financial Group, Inc., a full service registered broker-dealer and
registered investment adviser (SCI). As part of his role as President and Chief Operating Officer, Mr. Evans actively supervised the Chief Financial Officer (the CFO) and actively supervised the CFOs preparation of
financial statements and other filings with various regulatory authorities. In such capacity, Mr. Evans was actively involved in the preparation of SCIs financial statements and the resolution of issues raised in connection therewith. Mr.
Evans has also served on the audit committee of various reporting companies. At such companies, Mr. Evans was involved in the oversight of audits, audit plans, and the preparation of financial statements. Mr. Evans also formerly chaired the audit
committee of the Federal Reserve Bank of Chicago.
Mr. Hunter was formerly a Senior Vice President at the Federal Reserve Bank of Chicago.
As part of his role as Senior Vice President, Mr. Hunter was the senior officer responsible for all operations of each of the Economic Research, Statistics, and Community and Consumer Affairs units at the Federal Reserve Bank of Chicago. In such
capacity, Mr. Hunter oversaw the subunits of the Statistics and Community and Consumer Affairs divisions responsible for the analysis and evaluation of bank and bank holding company financial statements and financial filings. Prior to serving as
Senior Vice President at the Federal Reserve Bank of Chicago, Mr. Hunter was the Vice President of the Financial Markets unit at the Federal Reserve Bank of Atlanta where he supervised financial staff and bank holding company analysts who analyzed
and evaluated bank and bank holding company financial statements. Mr. Hunter also currently serves on the Boards of Directors of Xerox Corporation and Wellmark, Inc. as well as on the Audit Committees of such Boards. As an Audit Committee member,
Mr. Hunters responsibilities include, among other things, reviewing financial statements, internal audits and internal controls over financial reporting. Mr. Hunter also formerly was a Professor of Finance at the University of Connecticut
School of Business and has authored numerous scholarly articles on the topics of finance, accounting and economics.
Mr. Moschner, Founder
and Chief Executive Officer, Northcroft Partners, LLC, (management consulting) (since 2012); formerly, Chairman (2019), and Director (2012-2019), USA Technologies, Inc., (provider of solutions and services to facilitate electronic payment
transactions); formerly, Director, Wintrust Financial Corporation (1996-2016); previously, held positions at Leap Wireless International, Inc., (consumer wireless services) including Consultant (2011-2012), Chief Operating Officer (2008-2011), and
Chief Marketing Officer (2004-2008); formerly, President, Verizon Card Services division of Verizon Communications, Inc. (2000-2003); formerly, President, One Point Services at One Point Communications (telecommunication services) (1999-2000);
formerly, Vice Chairman of the Board, Diba, Incorporated (internet technology provider) (1996-1997); formerly, various executive positions (1991-1996), including Chief Executive Officer (1995-1996) of Zenith Electronics Corporation (consumer
electronics).
ITEM 4. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
The following tables show the amount of fees that KPMG LLP, the Funds auditor, billed to the Funds during the Funds last two
full fiscal years. The Audit Committee approved in advance all audit services and non-audit services that KPMG LLP provided to the Funds, except for those non-audit services that were subject to the pre-approval exception under Rule 2-01 of
Regulation S-X (the pre-approval exception). The preapproval exception for services provided directly to the Funds waives the pre-approval requirement for services other than audit, review or attest services if: (A) the aggregate amount
of all such services provided constitutes no more than 5% of the total amount of revenues paid by the Funds during the fiscal year in which the services are provided; (B) the Funds did not recognize the services as non-audit services at the time of
the engagement; and (C) the services are promptly brought to the Audit Committees attention, and the Committee (or its delegate) approves the services before the audit is completed.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended December 31, 2021 |
|
Audit Fees Billed to Funds 1 |
|
|
Audit-Related Fees Billed to Funds 2 |
|
|
Tax Fees Billed to Funds 3 |
|
|
All Other Fees Billed to Funds 4 |
|
Fund Name |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nuveen Short-Term REIT ETF |
|
|
18,690 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
18,690 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
1 |
|
Audit Fees are the aggregate fees billed for professional services for the audit of the Funds annual financial statements and services provided in connection with statutory and regulatory filings or
engagements. |
2 |
|
Audit-Related Fees are the aggregate fees billed for assurance and related services reasonably related to the performance of the audit or review of financial statements that are not reported under
Audit Fees. These fees include offerings related to the Funds common shares and leverage. |
3 |
|
Tax Fees are the aggregate fees billed for professional services for tax advice, tax compliance, and tax planning. These fees include: all global withholding tax services; excise and state tax reviews;
capital gain, tax equalization and taxable basis calculations performed by the principal accountant. |
4 |
|
All Other Fees are the aggregate fees billed for products and services other than Audit Fees, Audit-Related Fees and Tax Fees. These fees represent all Agreed-Upon
Procedures engagements pertaining to the Funds use of leverage. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage Approved Pursuant to Pre-approval Exception |
|
|
|
Audit Fees Billed to Funds |
|
|
Audit-Related Fees Billed to Funds |
|
|
Tax Fees Billed to Funds |
|
|
All Other Fees Billed to Funds |
|
Fund Name |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nuveen Short-Term REIT ETF |
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
|
|
|
|
|
December 30, 2020 |
|
Audit Fees Billed to Funds 1 |
|
|
Audit-Related Fees Billed to Funds
2 |
|
|
Tax Fees Billed to Funds 3 |
|
|
All Other Fees Billed to Funds 4 |
|
Fund Name |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nuveen Short-Term REIT ETF |
|
|
18,330 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
18,330 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
1 |
|
Audit Fees are the aggregate fees billed for professional services for the audit of the Funds annual financial statements and services provided in connection with statutory and regulatory filings or
engagements. |
2 |
|
Audit-Related Fees are the aggregate fees billed for assurance and related services reasonably related to the performance of the audit or review of financial statements that are not reported under
Audit Fees. These fees include offerings related to the Funds common shares and leverage. |
3 |
|
Tax Fees are the aggregate fees billed for professional services for tax advice, tax compliance, and tax planning. These fees include: all global withholding tax services; excise and state tax reviews;
capital gain, tax equalization and taxable basis calculations performed by the principal accountant. |
4 |
|
All Other Fees are the aggregate fees billed for products and services other than Audit Fees, Audit-Related Fees and Tax Fees. These fees represent all Agreed-Upon
Procedures engagements pertaining to the Funds use of leverage. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage Approved Pursuant to Pre-approval Exception |
|
|
|
Audit Fees Billed to Funds |
|
|
Audit-Related Fees Billed to Funds |
|
|
Tax Fees Billed to Funds |
|
|
All Other Fees Billed to Funds |
|
Fund Name |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nuveen Short-Term REIT ETF |
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended December 31, 2021 |
|
Audit-Related Fees Billed to Adviser and Affiliated Fund Service Providers |
|
|
Tax Fees Billed to Adviser and Affiliated Fund Service Providers |
|
|
All Other Fees Billed to Adviser and Affiliated Fund Service Providers |
|
NuShares ETF Trust |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
|
|
Percentage Approved Pursuant to Pre-approval Exception |
|
|
|
Audit-Related Fees Billed to Adviser and Affiliated Fund Service Providers |
|
|
Tax Fees Billed to Adviser and Affiliated Fund Service Providers |
|
|
All Other Fees Billed to Adviser and Affiliated Fund Service Providers |
|
|
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
|
|
|
|
Fiscal Year Ended December 31, 2020 |
|
Audit-Related Fees Billed to Adviser and Affiliated Fund Service Providers |
|
|
Tax Fees Billed to Adviser and Affiliated Fund Service Providers
|
|
|
All Other Fees Billed to Adviser and Affiliated Fund Service Providers |
|
NuShares ETF Trust |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
|
|
Percentage Approved Pursuant to Pre-approval Exception |
|
|
|
Audit-Related Fees Billed to Adviser and Affiliated Fund Service Providers |
|
|
Tax Fees Billed to Adviser and Affiliated Fund Service Providers |
|
|
All Other Fees Billed to Adviser and Affiliated Fund Service Providers |
|
|
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended December 31, 2021 |
|
Total Non-Audit Fees Billed to Trust |
|
|
Total Non-Audit Fees billed to Adviser and Affiliated Fund
Service Providers (engagements related directly to the operations and financial reporting of the Trust) |
|
|
Total Non-Audit Fees billed to Adviser and Affiliated Fund
Service Providers (all other engagements) |
|
|
Total |
|
Fund Name |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nuveen Short-Term REIT ETF |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
Non-Audit Fees billed to Fund for both fiscal year ends represent Tax Fees and
All Other Fees billed to Fund in their respective amounts from the previous table.
Less than 50 percent of the hours expended
on the principal accountants engagement to audit the registrants financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountants full-time, permanent employees.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended December 31, 2020 |
|
Total Non-Audit Fees Billed to Trust |
|
|
Total Non-Audit Fees billed to Adviser and Affiliated Fund
Service Providers (engagements related directly to the operations and financial reporting of the Trust) |
|
|
Total Non-Audit Fees billed to Adviser
and Affiliated Fund Service Providers (all other engagements) |
|
|
Total |
|
Fund Name |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nuveen Short-Term REIT ETF |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
Non-Audit Fees billed to Fund for both fiscal year ends represent Tax Fees and
All Other Fees billed to Fund in their respective amounts from the previous table.
Audit Committee Pre-Approval Policies and Procedures. Generally, the Audit Committee must approve (i) all non-audit services to be performed for the Funds by the Funds
independent accountant and (ii) all audit and non-audit services to be performed by the Funds independent accountant for the Affiliated Fund Service Providers with respect to the operations and
financial reporting of the Funds. Regarding tax and research projects conducted by the independent accountant for the Funds and Affiliated Fund Service Providers (with respect to operations and financial reports of the Trust), such engagements will
be (i) pre-approved by the Audit Committee if they are expected to be for amounts greater than $10,000; (ii) reported to the Audit Committee Chair for her verbal approval prior to engagement if they
are expected to be for amounts under $10,000 but greater than $5,000; and (iii) reported to the Audit Committee at the next Audit Committee meeting if they are expected to be for an amount under $5,000.
ITEM 5. |
AUDIT COMMITTEE OF LISTED REGISTRANTS. |
The registrant is an issuer as defined in Rule 10A-3 under the Securities Exchange Act of 1934 (the Exchange Act). The
registrants Board has a separately designated Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78c(a)(58)(A)). As of the end of the period covered by this report,
the members of the audit committee are Jack B. Evans, William C. Hunter, John K. Nelson, Judith M. Stockdale, Albin F. Moschner and Carole E. Stone, Chair.
ITEM 6. |
SCHEDULE OF INVESTMENTS. |
a) |
|
See Portfolio of Investments in Item 1. |
ITEM 7. |
DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES. |
Not applicable to this registrant.
ITEM 8. |
PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
|
Not applicable to this registrant.
ITEM 9. |
PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS. |
Not applicable to this registrant.
ITEM 10. |
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrants Board of Trustees
implemented after the registrant last provided disclosure in response to this Item.
ITEM 11. |
CONTROLS AND PROCEDURES. |
|
(a) |
|
The registrants principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrants disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the 1940 Act) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of this report that includes the
disclosure required by this paragraph, based on their evaluation of the controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules
13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (the Exchange Act) (17 CFR 240.13a-15(b) or 240.15d-15(b)). |
|
(b) |
|
There were no changes in the registrants internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during
the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting. |
ITEM 12. |
DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
|
Not applicable.
File the exhibits listed below as part of this Form.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Nushares ETF Trust
|
|
|
By (Signature and Title) |
|
/s/ Diana R. Gonzalez |
|
|
Diana R. Gonzalez |
|
|
Vice President and Secretary |
Date: March 9, 2022
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
|
|
By (Signature and Title) |
|
/s/ Jordan M. Farris |
|
|
Jordan M. Farris |
|
|
Chief Administrative Officer |
|
|
(principal executive officer) |
Date: March 9, 2022
|
|
|
By (Signature and Title) |
|
/s/ E. Scott Wickerham |
|
|
E. Scott Wickerham |
|
|
Vice President and Controller |
|
|
(principal financial officer) |
Date: March 9, 2022