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

Vice President and Secretary

333 West Wacker Drive, Chicago, IL 60606

(Name and address of agent for service)

Registrant’s telephone number, including area code: (312) 917-7700

Date of fiscal year end: December 31

Date of reporting period: June 30, 2023

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.

Funds

Exchange-Traded

Funds

Nuveen

Exchange-Traded

June

30,

2023

Semi-annual

Report

This

semi-annual

report

contains

the

Fund's

unaudited financial

statements.

Fund

Name

Listing

Exchange

Ticker

Symbol

Nuveen

Short-Term

REIT

ETF

Cboe

BZX

Exchange,

Inc.

NURE

2

Table

of

Contents

Chair’s

Letter

to

Shareholders

3

Important

Notices

4

Risk

Considerations

and

Dividend

Information

5

About

the

Fund’s

Benchmarks

6

Fund

Performance,

Expense

Ratios

and

Holding

Summaries

7

Expense

Examples

10

Portfolio

of

Investments

11

Statement

of

Assets

and

Liabilities

13

Statement

of

Operations

14

Statement

of

Changes

in

Net

Assets

15

Financial

Highlights

16

Notes

to

Financial

Statements

18

Additional

Fund

Information

23

Glossary

of

Terms

Used

in

this

Report

24

Liquidity

Risk

Management

Program

25

Annual

Investment

Management

Agreement

Approval

Process

26

Chair’s

Letter

to

Shareholders

3

Dear

Shareholders,

The

significant

measures

taken

by

the

U.S.

Federal

Reserve

(Fed)

and

other

global

central

banks

since

2022

to

contain

inflation

have

begun

to

take

effect.

From

March

2022

to

July

2023,

the

Fed

raised

the

target

fed

funds

rate

by

5.25%

to

a

range

of

5.25%

to

5.50%.

Even

with

a

brief

pause

in

June

2023,

this

has

been

one

of

the

fastest

interest

rate

hiking

cycles

in

the

Fed’s

history.

Inflation

rates

in

the

U.S.

and

across

most

of

the

world

have

fallen

from

their

post-pandemic

highs

but

currently

remain

above

the

levels

that

central

banks

consider

supportive

of

their

economies’

long-term

growth,

particularly

when

looking

at

core

inflation

measures,

which

exclude

volatile

food

and

energy

prices.

At

the

same

time,

the

U.S.

and

other

large

economies

have

remained

relatively

resilient,

even

as

financial

conditions

have

tightened.

U.S.

gross

domestic

product

accelerated

to

2.4%

in

the

second

quarter

of

2023

from

2.0%

in

the

first

quarter

of

2023,

after

growing

2.1%

in

2022

overall

compared

to

2021.

A

relatively

strong

jobs

market

has

helped

support

consumer

sentiment

and

spending

despite

historically

high

inflation.

Markets

are

concerned

that

these

conditions

could

keep

upward

pressure

on

prices

and

wages

and

continue

to

assess

the

impact

of

the

collapse

of

three

regional

U.S.

banks

(Silicon

Valley

Bank,

Signature

Bank

and

First

Republic

Bank)

and

major

European

bank

Credit

Suisse

in

March

2023.

Fed

officials

are

closely

monitoring

inflation

data

and

other

economic

measures

to

modify

their

rate

setting

activity

based

upon

these

factors

on

a

meeting-by-meeting

basis,

including

pausing

rate

adjustments

at

the

June

2023

meeting

to

assess

the

effects

of

monetary

policy

on

the

economy.

While

uncertainty

has

increased

given

the

unpredictable

outcome

of

tighter

credit

conditions

on

the

economy,

the

Fed

remains

committed

to

acting

until

it

sees

sustainable

progress

toward

its

inflation

goals.

Additionally,

market

concerns

surrounding

the

U.S.

debt

ceiling

faded

after

the

government

agreed

in

June

2023

to

suspend

the

nation’s

borrowing

limit

until

January

2025,

averting

a

near-term

default

scenario.

In

the

meantime,

markets

are

likely

to

continue

reacting

in

the

short

term

to

news

about

inflation

data,

economic

indicators

and

central

bank

policy.

We

encourage

investors

to

keep

a

long-term

perspective

amid

the

short-term

turbulence.

Your

financial

professional

can

help

you

review

how

well

your

portfolio

is

aligned

with

your

time

horizon,

risk

tolerance

and

investment

goals.

On

behalf

of

the

other

members

of

the

Nuveen

Fund

Board,

we

look

forward

to

continuing

to

earn

your

trust

in

the

months

and

years

ahead.

Terence

J.

Toth

Chair

of

the

Board

August

22,

2023

4

Important

Notices

Portfolio

Manager

Commentaries

in

Semi-annual

Shareholder

Reports

The

Fund

includes

portfolio

manager

commentary

in

its

annual

shareholder

reports.

For

the

Fund’s

most

recent

annual

portfolio

manager

discussion,

please

refer

to

the

Portfolio

Managers’

Comments

section

of

the

Fund’s

December

31,

2022

annual

shareholder

report.

For

current

information

on

your

Fund’s

investment

objectives,

portfolio

management

team

and

average

annual

total

returns

please

refer

to

the

Fund’s

website

at

www.nuveen.com.

For

changes

that

occurred

to

your

Fund

both

during

and

subsequent

to

this

reporting

period,

please

refer

to

the

Notes

to

Financial

Statements

section

of

this

report.

For

average

annual

total

returns

as

of

the

end

of

this

reporting

period,

please

refer

to

the

Performance

Overview

and

Holding

Summaries

section

within

this

report.

Risk

Considerations

and

Dividend

Information

5

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.

The

table

below

provides

an

estimate

of

the

Fund’s

2023

calendar

year-to-date

distribution

sources. 

Data

as

of

June

30,

2023

These

estimates

should

not

be

used

for

tax

reporting

purposes,

and

the

distribution

sources

may

differ

for

financial

reporting

than

for

tax

reporting.

The

final

determination

of

the

tax

characteristics

of

all

distribution

paid

in

2023

will

be

made

in

early

2024

based

on

the

information

from

the

issuer

of

the

security,

and

reported

to

you

on

form

1099-DIV.

More

details

about

each

Fund’s

distributions

and

the

basis

for

these

estimates

are

available

on

www.nuveen.com.

Percentages

of

Distributions

Per

Share

Amounts

Fund

Net

Investment

Income

Realized

Gains

Return

of

Capital

1

Distributions

Net

Investment

Income

Realized

Gains

Return

of

Capital

1

NURE

71.4%

0.0%

28.6%

$

0.5233

$

0.3735

$

0.0000

$

0.1498

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.

6

About

the

Fund’s

Benchmarks

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.

Fund

Performance,

Expense

Ratios

and

Holding

Summaries

7

The

Fund

Performance,

Expense

Ratios

and

Holdings

Summaries

for

the

Fund

are

shown

within

this

section

of

the

report.

Fund

Performance

Performance

data

shown

represents

past

performance

and

does

not

predict

or

guarantee

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.

Returns

quoted

for

the

Fund

reflect

management

fees

and

other

expenses

such

as

transaction

costs

incurred

by

the

Fund

during

the

reporting

period

while

the

Indexes

are

unmanaged

and

therefore

returns

do

not

reflect

any

such

fees

and

expenses.

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

Ratios

The

expense

ratios

shown

are

as

of the

Fund’s

most

recent

prospectus.

The

expense

ratios

shown

reflect

total

operating

expenses including

management

fees

and

other

fees

and

expenses,

but

do

not

reflect

expected

transaction

costs.

Refer

to

the

Financial

Highlights

later

in

this

report

for the

Fund’s

expense

ratios

as

of

the

end

of

the

reporting

period.

Holdings

Summaries

The

Holdings

Summaries

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.

Refer

to

the

Fund’s

Portfolio

of

Investments

for

individual

security

information. 

8

Nuveen

Short-Term

REIT

ETF

(NURE)

(continued)

Fund

Performance,

Expense

Ratios

and

Holding

Summaries

June

30,

2023

Refer

to

the

first

page

of

this

Fund

Performance,

Expense

Ratios

and

Holdings

Summaries section

for

further

expla-

nation

of the

information

included

within

this

section. 

Refer

to

the

Glossary

of

Terms

Used

in

this

Report

for

further

definition

of

terms

used

in

this

section.

Fund

Performance

and

Expense

Ratios*

*

For

purposes

of

Fund

performance,

relative

results

are

measured

against

the

Dow

Jones

U.S.

Select

Short-Term

REIT

Index.

Total

Returns

as

of

June

30,

2023

Cumulative

Average

Annual

Expense

Ratios

Inception

Date

6-Month

1-Year

5-Year

Since

Inception

NURE

at

NAV

12/19/16

8.98%

(2.59)%

5.37%

6.40%

0.35%

NURE

at

Market

Price

12/19/16

8.96%

(2.34)%

5.35%

6.39%

—

Dow

Jones

U.S.

Select

REIT

Index

—

5.77%

(0.69)%

3.28%

3.48%

—

Dow

Jones

U.S.

Select

Short-Term

REIT

Index

—

9.22%

(2.23)%

5.74%

6.77%

—

9

Holdings

Summaries

as

of

June

30,

2023

Fund

Allocation

(%

of

net

assets)

Real

Estate

Investment

Trust

Common

Stocks

99.3%

Other

Assets

&

Liabilities,

Net

0.7%

Net

Assets

100%

Portfolio

Composition

-

REITs

(%

of

net

assets)

Apartments

47.7%

Diversified

1.4%

Hotels

18.3%

Manufactured

Homes

10.2%

Self-Storage

21.7%

Other

Assets

&

Liabilities,

Net

0.7%

Net

Assets

100%

Top

Five

REIT

Holdings

(%

of

net

assets)

Equity

LifeStyle

Properties

Inc

5.2%

Equity

Residential

5.1%

UDR

Inc

5.1%

AvalonBay

Communities

Inc

5.1%

Essex

Property

Trust

Inc

5.1%

10

Expense

Examples

As

a

shareholder

of

the

Fund,

you

incur

two

types

of

costs:

(1)

transaction

costs, including

brokerage

commissions

on

purchase

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

June

30,

2023.

The

beginning

of

the

period

is

January

1,

2023. 

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

or

share

classes.

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

$1,089.80

Expenses

Incurred

During

the

Period

$1.87

Hypothetical

Performance

(5%

annualized

return

before

expenses)

Beginning

Account

Value

$1,000.00

Ending

Account

Value

$1,023.01

Expenses

Incurred

During

the

Period

$1.81

Expenses

are

equal

to

the

Fund’s

annualized

net

expense

ratio

of

0.36%

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

181/365

(to

reflect

the

one-half

year

period).

11

Nuveen

Short-Term

REIT

ETF

(NURE)

Portfolio

of

Investments

June

30,

2023

(Unaudited)

Shares

Description

(1)

Value

LONG-TERM

INVESTMENTS

-

99.3%  

REAL

ESTATE

INVESTMENT

TRUST

COMMON

STOCKS

-

99.3%

Apartments

-

47.7%

75,963

American

Homes

4

Rent,

Class

A

$

2,692,888

47,184

Apartment

Income

REIT

Corp

1,702,871

46,999

Apartment

Investment

and

Management

Co,

Class

A

400,431

14,351

AvalonBay

Communities

Inc

2,716,214

23,584

Camden

Property

Trust

2,567,590

4,731

Centerspace

290,294

41,217

Equity

Residential

2,719,086

11,572

Essex

Property

Trust

Inc

2,711,320

70,939

Independence

Realty

Trust

Inc

1,292,509

77,506

Invitation

Homes

Inc

2,666,206

17,237

Mid-America

Apartment

Communities

Inc

2,617,611

7,222

NexPoint

Residential

Trust

Inc

328,456

63,231

UDR

Inc

2,716,404

Total

Apartments

25,421,880

Diversified

-

1.4%

27,742

Elme

Communities

456,078

17,858

UMH

Properties

Inc

285,371

Total

Diversified

741,449

Hotels

-

18.3%

67,355

Apple

Hospitality

REIT

Inc

1,017,734

10,930

Ashford

Hospitality

Trust

Inc

(2)

40,769

15,442

Chatham

Lodging

Trust

144,537

66,345

DiamondRock

Hospitality

Co

531,424

10,311

Hersha

Hospitality

Trust,

Class

A

62,794

150,726

Host

Hotels

&

Resorts

Inc

2,536,719

68,192

Park

Hotels

&

Resorts

Inc

874,221

38,934

Pebblebrook

Hotel

Trust

542,740

50,331

RLJ

Lodging

Trust

516,899

18,691

Ryman

Hospitality

Properties

Inc

1,736,768

52,322

Service

Properties

Trust

454,678

33,987

Summit

Hotel

Properties

Inc

221,255

65,495

Sunstone

Hotel

Investors

Inc

662,809

34,625

Xenia

Hotels

&

Resorts

Inc

426,234

Total

Hotels

9,769,581

Manufactured

Homes

-

10.2%

41,287

Equity

LifeStyle

Properties

Inc

2,761,687

20,362

Sun

Communities

Inc

2,656,427

Total

Manufactured

Homes

5,418,114

Self-Storage

-

21.7%

58,817

CubeSmart

2,626,767

17,865

Extra

Space

Storage

Inc

2,659,205

20,234

Life

Storage

Inc

2,690,313

25,971

National

Storage

Affiliates

Trust

904,570

9,151

Public

Storage

2,670,994

Total

Self-Storage

11,551,849

Total

Long-Term

Investments

(cost

$68,448,463)

52,902,873

Other

Assets

&

Liabilities,

Net

-

0.7%

357,480

Net

Assets

-

100%

$

53,260,353

Nuveen

Short-Term

REIT

ETF

(NURE)

(continued)

Portfolio

of

Investments

June

30,

2023

(Unaudited)

12

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

Statement

of

Assets

and

Liabilities

See

Notes

to

Financial

Statements.

13

June

30,

2023

(Unaudited)

NURE

ASSETS

Long-term

investments,

at

value

†

$

52,902,873‌

Cash

115,541‌

Receivables:

Dividends

259,474‌

Other

assets

996‌

Total

assets

53,278,884‌

LIABILITIES

Payables:

Accrued

expenses:

Management

fees

16,779‌

Professional

fees

304‌

Trustees

fees

452‌

Other

996‌

Total

liabilities

18,531‌

Net

assets

$

53,260,353‌

Shares

outstanding

1,750,000‌

Net

asset

value

("NAV")

per

share

$

30

.43‌

NET

ASSETS

CONSIST

OF:

Paid-in

capital

80,807,566‌

Total

distributable

earnings

(loss)

(

27,547,213‌

)

Net

assets

$

53,260,353‌

Authorized

shares

Unlimited

Par

value

per

share

$

0

.01‌

†

Long-term

investments,

cost

$

68,448,463‌

Statement

of

Operations

See

Notes

to

Financial

Statements.

14

Six

Months

Ended

June

30,

2023

(Unaudited)

NURE

INVESTMENT

INCOME

Dividends

$

829,933‌

Total

investment

income

829,933‌

EXPENSES

Management

fees

101,106‌

Professional

fees

1,455‌

Trustees

fees

899‌

Total

expenses

103,460‌

Net

investment

income

(loss)

726,473‌

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Realized

gain

(loss):

Investments

(

926,896‌

)

In-kind

redemptions

(

3,216,468‌

)

Net

realized

gain

(loss)

(

4,143,364‌

)

Change

in

unrealized

appreciation

(depreciation)

on:

Investments

8,875,265‌

Change

in

net

unrealized

appreciation

(depreciation)

8,875,265‌

Net

realized

and

unrealized

gain

(loss)

4,731,901‌

Net

increase

(decrease)

in

net

assets

from

operations

$

5,458,374‌

Statement

of

Changes

in

Net

Assets

See

Notes

to

Financial

Statements.

15

NURE

Unaudited

Six

Months

Ended

6/30/23

Year

Ended

12/31/22

OPERATIONS

Net

investment

income

(loss)

$

726,473‌

$

1,782,639‌

Net

realized

gain

(loss)

(

4,143,364‌

)

(

2,217,983‌

)

Change

in

net

unrealized

appreciation

(depreciation)

8,875,265‌

(

39,588,782‌

)

Net

increase

(decrease)

in

net

assets

from

operations

5,458,374‌

(

40,024,126‌

)

DISTRIBUTIONS

TO

SHAREHOLDERS

Dividends

(

955,015‌

)

(

1,782,639‌

)

Return

of

capital

–‌

(

714,896‌

)

Decrease

in

net

assets

from

distributions

to

shareholders

(

955,015‌

)

(

2,497,535‌

)

FUND

SHARE

TRANSACTIONS

Proceeds

from

sale

of

shares

–‌

72,764,735‌

Cost

of

shares

redeemed

(

18,052,630‌

)

(

81,411,880‌

)

Net

increase

(decrease)

in

net

assets

from

Fund

share

transactions

(

18,052,630‌

)

(

8,647,145‌

)

Net

increase

(decrease)

in

net

assets

(

13,549,271‌

)

(

51,168,806‌

)

Net

assets

at

the

beginning

of

period

66,809,624‌

117,978,430‌

Net

assets

at

the

end

of

period

$

53,260,353‌

$

66,809,624‌

Financial

Highlights

16

The

following

data

is

for

a

share outstanding

for

each

fiscal year

end

unless

otherwise

noted:

Investment

Operations

Less

Distributions

Net

Asset

Value,

Beginning

of

Period

Net

Investment

Income

(Loss)(a)

Net

Realized

/Unrealized

Gain

(Loss)

Total

From

Net

Investment

Income

From

Net

Realized

Gains

Return

of

Capital

Total

Net

Asset

Value,

End

of

Period

Market

Price,

End

of

Period

NURE

6/30/23(d)

$

28.43

$

0.38

$

2.14

$

2.52

$

(

0.52

)

$

—

$

—

$

(

0.52

)

$

30.43

$

30.42

12/31/22

40.68

0.54

(

11.99

)

(

11.45

)

(

0.59

)

—

(

0.21

)

(

0.80

)

28.43

28.42

12/31/21

26.98

0.46

13.79

14.25

(

0.39

)

—

(

0.16

)

(

0.55

)

40.68

40.74

12/31/20

30.24

0.48

(

2.82

)

(

2.34

)

(

0.59

)

(

0.04

)

(

0.29

)

(

0.92

)

26.98

26.98

12/31/19

25.05

0.75

5.50

6.25

(

0.73

)

(

0.33

)

—

(

1.06

)

30.24

30.23

12/31/18

26.35

0.82

(

1.10

)

(

0.28

)

(

0.95

)

(

0.07

)

—

(

1.02

)

25.05

24.99

(a)

Based

on

average

shares

outstanding.

(b)

Percentage

is

not

annualized.

(c)

Does

not

include

in-kind

transactions.

(d)

Unaudited

(e)

Annualized.

See

Notes

to

Financial

Statements.

17

Ratios

and

Supplemental

Data

Total

Return

Ratios

to

Average

Net

Assets

Based

on

Net

Asset

Value(b)

Based

on

Market

Price(b)

Net

Assets,

End

of

Period

(000)

Expenses

Net

Investment

Income

(Loss)

Portfolio

Turnover

Rate(c)

8

.98

%

8

.96

%

$

53,260

0

.36‌

%

(e)

2

.52‌

%

(e)

6

%

(

28

.37

)

(

28

.49

)

66,810

0

.35‌

1

.56‌

18

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

18

Notes

to

Financial

Statements

(Unaudited)

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“).

Current

Fiscal

Period:

The

end

of

the

reporting

period

for

the

Fund

is

June

30,

2023,

and

the

period

covered

by

these

Notes

to

Financial

Statements

is

the

six

months

ended

June

30,

2023

(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

Funds,

oversees

the

management

of

the

Fund’s

portfolios,

manages

the

Fund’s

business

affairs

and

provides

certain

clerical,

bookkeeping

and

other

administrative

services.

The

Adviser

has

entered

into

sub-advisory

agreements

with

Teachers

Advisors,

LLC

(the

“Sub-Adviser”),

an

affiliate

of

the

Adviser,

under

which

the

Sub-Adviser

manages

the

investment

portfolio

of

the

Fund.

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

or

to

its

officers,

all

of

whom

receive

remuneration

for

their

services

to the

Trust

from

the

Adviser

or

its

affiliates.

The

Fund's

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,

character

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

for

the

previous

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

appreciation

(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

lo

sses

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

i

s

comprised

of

fees

earned

from

borrowers

and

income

earne

d

on

cash

collateral

investments.

New

Accounting

Pronouncement:

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.

In

December

2022,

FASB

deferred

ASU

2022-04

and

issued

ASU

2022-06,

Reference

Rate

Reform:

Deferral

of

the

Sunset

Date

of

Topic

848,

which

extends

the

application

of

the

amendments

through

December

31,

2024.

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.

19

NURE

Level

1

Level

2

Level

3

Total

Long-Term

Investments:*

Real

Estate

Investment

Trust

Common

Stocks

$

52,902,873

$

–

$

–

$

52,902,873

Total

$

52,902,873

$

–

$

–

$

52,902,873

a

New

Accounting

Pronouncement:

In

June

2022,

the

FASB

issued

ASU

2022-03

to

clarify

the

guidance

in

Topic

820,

Fair

Value

Measurement

("Topic

820").

The

amendments

in

ASU

2022-03

affect

all

entities

that

have

investments

in

equity

securities

measured

at

fair

value

that

are

subject

to

a

contractual

sale

restriction.

ASU

2022-03

(1)

clarifies

the

guidance

in

Topic

820,

when

measuring

the

fair

value

of

an

equity

security

subject

to

contractual

restrictions

that

prohibit

the

sale

of

equity

security,

(2)

amends

a

related

illustrative

example,

and

(3)

introduces

new

disclosure

requirements

for

equity

securities

subject

to

contractual

sale

restrictions

that

are

measured

at

fair

value

in

accordance

with

Topic

820.

For

public

business

entities,

the

amendments

in

ASU

2022-03

are

effective

for

fiscal

years

beginning

after

December

15,

2023,

and

interim

periods

within

those

fiscal

years.

For

all

other

entities,

the

amendments

are

effective

for

fiscal

years

beginning

after

December

15,

2024,

and

interim

periods

within

those

fiscal

years.

Early

adoption

is

permitted

for

both

interim

and

annual

financial

statements

that

have

not

yet

been

issued

or

made

available

for

issuance.

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

Adviser,

subject

to

oversight

of

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:

Equity

securities

and

exchange-traded

funds

listed

or

traded

on

a

national

market

or

exchange

are

valued

based

on

their

last

reported

sales

price

or

official

closing

price

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

reported

sales

price

or

official

closing

price

on

the

principal

exchange

where

traded,

and

converted

to

U.S.

dollars

at

the

prevailing

rates

of

exchange

on

the

valuation

date.

To

the

extent

these

securities

are

actively

traded

and

no

valuation

adjustments

are

applied,

they

are

generally

classified

as

Level

1.

When

valuation

adjustments

are

applied

to

the

most

recent

last

sales

price

or

official

closing

price,

these

securities

are

generally

classified

as

Level

2.

For

any

portfolio

security

or

derivative

for

which

market

quotations

are

not

readily

available

or

for

which

the

Adviser

deems

the

valuations

derived

using

the

valuation

procedures

described

above

not

to

reflect

fair

value,

the

Adviser

will

determine

a

fair

value

in

good

faith

using

alternative

procedures

approved

by

the

Adviser,

subject

to

the

oversight

of

the

Board.

As

a

general

principle,

the

fair

value

of

a

security

is

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;

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:

4.

Portfolio

Securities

Securities

Lending:

Each

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”).

*

Refer

to

the

Fund's

Portfolio

of

Investments

for

industry

classifications,

where

applicable.

20

Notes

to

Financial

Statements

(Unaudited)

(continued)

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.

The

actual

percentage

of

the

cash

collateral

will

vary

depending

upon

the

asset

type

of

the

loaned

securities.

Collateral

for

the

loaned

securities

is

invested

in

a

government

money

market

vehicle

maintained

by

the

Agent,

which

is

subject

to

the

requirements

of

Rule

2a-7

under

the

1940

Act.

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

a

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

Statement

of

Operations.

As

of

the

end

of

the

reporting

period,

the

Fund

did

not

have

any

securities

out

on

loan.

Purchases

and

Sales:

Long-term

purchases

and

sales

(excluding in-kind

transactions)

during

the

current fiscal

period

were

as

follows:

In-kind

transactions during

the

current fiscal

period

were

as

follows:

The

Fund

may

purchase

securities

on

a

when-issued

or

delayed-delivery

basis.

Securities

purchased

on

a

when-issued

or

delayed-delivery

basis

may

have

extended

settlement

periods;

interest

income

is

not

accrued

until

settlement

date.

Any

securities

so

purchased

are

subject

to

market

fluctuation

during

this

period.

The

Fund

has

earmarked

securities

in its

portfolio

with

a

current

value

at

least

equal

to

the

amount

of

the

when-issued/delayed

delivery

purchase

commitments.

If the

Fund

has

outstanding

when-issued/delayed-delivery

purchases

commitments

as

of

the

end

of

the

reporting

period,

such

amounts

are

recognized

on

the

Statement

of

Assets

and

Liabilities.

5.

Derivative

Investments

The Fund

is

authorized

to

invest

in

certain

derivative

instruments.

As

defined

by

U.S.

GAAP,

a

derivative

is

a

financial

instrument

whose

value

is

derived

from

an

underlying

security

price,

foreign

exchange

rate,

interest

rate,

index

of

prices

or

rates,

or

other

variables.

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.

6.

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.

Fund

Purchases

Sales

NURE

$

3,299,617

$

3,293,450

Fund

In-Kind

Purchases

In-Kind

Sales

NURE

$

6,120,387

$

24,136,974

21

Transactions

in

Fund

shares

during

the

current

and

prior

period

were

as

follows:

7.

Income

Tax

Information

The

Fund

intends

to

distribute

substantially

all

of

its

net

investment

income

and

net

capital

gains

to

shareholders

and

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.

The

Fund

files

income

tax

returns

in

U.S.

federal

and

applicable

state

and

local

jurisdictions.

A

Fund's

federal

income

tax

returns

are

generally

subject

to

examination

for

a

period

of

three

fiscal

years

after

being

filed.

State

and

local

tax

returns

may

be

subject

to

examination

for

an

additional

period

of

time

depending

on

the

jurisdiction.

Management

has

analyzed the

Fund's

tax

positions

taken

for

all

open

tax

years

and

has

concluded

that

no

provision

for

income

tax

is

required

in

the

Fund's

financial

statements.

As

of

the

end

of

the

reporting

period,

the

aggregate

cost

and

the

net

unrealized

appreciation/(depreciation)

of

all

investments

for

federal

income

tax

purposes

were

as

follows:

For

purposes

of

this

disclosure,

tax

cost

generally

includes

the

cost

of

portfolio

investments

as

well

as

up-front

fees

or

premiums

exchanged

on

derivatives

and

any

amounts

unrealized

for

income

statement

reporting

but

realized

income

and/or

capital

gains

for

tax

reporting,

if

applicable.

As

of

prior

fiscal

period

end,

the

components

of

accumulated

earnings

on

a

tax

basis

were

as

follows:

As

of

prior

fiscal

period

end,

the

Fund

had

capital

loss

carryforwards,

which

will

not

expire:

8.

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: 

NURE

Six

Months

Ended

6/30/23

Year

Ended

12/31/22

Shares

Amount

Shares

Amount

Shares

sold

–

$–

1,950,000

$72,764,735

Shares

redeemed

(600,000)

(18,052,630)

(2,500,000)

(81,411,880)

Net

increase

(decrease)

(600,000)

$(18,052,630)

(550,000)

$(8,647,145)

Fund

Tax

Cost

Gross

Unrealized

Appreciation

Gross

Unrealized

(Depreciation)

Net

Unrealized

Appreciation

(Depreciation)

NURE

$

68,965,467

$

31,105

$

(16,093,699)

$

(16,062,594)

Fund

Undistributed

Ordinary

Income

Undistributed

Long-Term

Capital

Gains

Unrealized

Appreciation

(Depreciation)

Capital

Loss

Carryforwards

Late-Year

Loss

Deferrals

Other

Book-to-Tax

Differences

Total

NURE

$

—

$

—

$

(24,937,859)

$

(7,112,713)

$

—

$

—

$

(32,050,572)

Fund

Short-Term

Long-Term

Total

NURE

$

3,728,461

$

3,384,252

$

7,112,713

22

Notes

to

Financial

Statements

(Unaudited)

(continued)

Fund

Purchases

Sales

Realized

Gain

(Loss)

NURE

$

—

$

953,646

$

(217,085

)

23

Additional

Fund

Information

(Unaudited)

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).

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

Administrator,

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

Six

Months

Ended

June

30,

2023

Number

of

Days

%

of

Total

Days

Premium/Discount

Raange

:

(0.01)%

to

(0.25)%

124

100.0%

124

100.0%

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

on

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.

24

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

offer

price

and

reinvested

dividends

and

capital

gains

distributions,

if

any)

over

the

time

period

being

considered.

Net

Assets

Value

(NAV)

Per

Share:

A

fund’s

Net

Assets

is

equal

to

its

total

assets

(securities,

cash

and

accrued

earnings)

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.

19(a)

Notice:

Section

19(a)

of

the

Investment

Company

Act

of

1940

requires

that

the

payment

of

any

distribution

which

is

made

from

a

source

other

than

the

fund’s

net

income

be

accompanied

by

a

written

notice

that discloses

the

estimated

sources

of

such

payment.

Liquidity

Risk

Management

Program

(Unaudited)

25

Discussion

of

the

operation

and

effectiveness

of

the

Funds’

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

(the

“Fund”)

has

adopted

and

implemented

a

liquidity

risk

management

program

(the

“Program”),

which

is

designed

to

manage

the

Fund’s

liquidity

risk.

The

Program

consists

of

various

protocols

for

assessing

and

managing the

Fund’s

liquidity

risk.

The

Fund's

Board

of

Trustees (the

"Board") previously

designated

Nuveen

Fund

Advisors,

LLC,

the

Fund's

investment

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

(the

LOSC”).

The

LOSC

is

composed

of

personnel

from

the

adviser

and

Teachers

Advisors,

LLC,

an

affiliate

of

the

adviser.

At

a

May

23-25,

2023

meeting

of

the

Board,

the

Administrator

provided

the

Board

with

a

written

report

addressing

the

Program’s

operation,

adequacy

and

effectiveness

of

implementation

for

calendar

year

2022

(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 the

Fund’s

liquidity

developments.

In

accordance

with

the

Program,

the

LMAT

assesses the

Fund’s

liquidity

risk

no

less

frequently

than

annually

based

on

various

factors,

such

as

(1)

the

Fund’s

investment

strategy

and

the

liquidity

of

portfolio

investments,

(ii)

cash

flow

projections,

and

(ii)

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 Fund

portfolio

investment

is

classified

into

one

of

four

liquidity

categories

(including

the

most

liquid,

“Highly

Liquid”,

and

the

least

liquid,

“Illiquid”,

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,

and

use

third-

party

vendor

data.

Any

Fund

that

does

not

primarily

hold

highly

liquid

investments

must,

among

other

things,

determine

a

minimum

percentage

of

Fund

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

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,

no

Fund

exceeded

the

15%

limit

on

Illiquid

investments.

26

Annual

Investment

Management

Agreement

Approval

Process

(Unaudited)

At

a

meeting

held

on

May

23-25,

2023

(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

for

an

additional

one-year

term.

As

the

Board

is

comprised

of

all

Independent

Board

Members,

the

references

to

the

Board

and

the

Independent

Board

Members

are

interchangeable.

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.”

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

the

applicable

sub-advisers

in

their

annual

review

of

the

advisory

agreements.

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

the

Board’s

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

Nuveen

funds;

management

of

distributions;

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/or

portfolio

teams,

when

feasible.

The

presentations,

discussions,

and

meetings

throughout

the

year

also

provide

a

means

for

the

Board

to

evaluate

the

level,

breadth

and

quality

of

services

provided

by

the

Adviser

and

how

such

services

have

changed

over

time

in

light

of

new

or

modified

regulatory

requirements,

changes

to

market

conditions

or

other

factors.

In

connection

with

its

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

review

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

advanced

in

2022

for

the

benefit

of

particular

Nuveen

funds

and/or

the

Nuveen

fund

complex;

a

review

of

each

sub-adviser

to

the

Nuveen

funds

and/or

the

applicable

investment

team;

an

analysis

of

fund

performance

with

a

focus

on

any

Nuveen

funds

considered

performance

outliers;

an

analysis

of

the

fees

and

expense

ratios

of

the

Nuveen

funds

with

a

focus

on

any

Nuveen

funds

considered

expense

outliers;

a

review

of

management

fee

schedules;

a

description

of

portfolio

manager

compensation;

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.

The

Board’s

review

of

the

advisory

agreements

for

the

Nuveen

funds

is

based

on

all

the

information

provided

to

the

Board

and

its

committees

throughout

the

year

as

well

as

the

information

prepared

specifically

with

respect

to

the

annual

review

of

such

advisory

agreements.

The

performance,

fee

and

expense

data

and

other

information

provided

by

a

Fund

Adviser,

Broadridge

or

other

service

providers

were

not

independently

verified

by

the

Independent

Board

Members.

As

part

of

its

review,

the

Board

met

on

April

11-12,

2023

(the

“April

Meeting”)

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

and/or

its

investment

teams.

At

the

April

Meeting,

the

Board

Members

asked

questions

and

requested

additional

information

that

was

provided

for

the

May

Meeting.

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,

including

guidance

from

court

cases

evaluating

advisory

fees.

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

to

the

Board

and

its

committees

throughout

the

year

as

well

as

the

materials

prepared

specifically

in

connection

with

the

renewal

process.

The

contractual

arrangements

are

a

result

of

multiple

years

of

review,

negotiation

and

information

provided

in

connection

with

the

Board’s

annual

review

of

the

Nuveen

funds’

advisory

arrangements

and

oversight

of

the

Nuveen

funds.

Each

Board

Member

may

have

attributed

different

levels

of

importance

to

the

various

factors

and

information

considered

in

connection

with

the

approval

process

and

may

place

different

emphasis

on

the

relevant

information

year

to

year

in

light

of,

among

other

things,

changing

market

and

economic

conditions.

A

summary

of

the

principal

factors

and

information,

but

not

all

the

factors,

the

Board

considered

in

deciding

to

renew

the

Advisory

Agreements

is

set

forth

below.

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

or

changes

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.

27

The

Board

recognized

that

the

Adviser

provides

a

wide

array

of

management,

oversight

and

administrative

services

to

manage

and

operate

the

Nuveen

funds

and

that

the

scope

and

complexity

of

these

services,

along

with

the

undertakings

required

of

the

Adviser

in

connection

with

providing

these

services,

have

expanded

over

time

as

a

result

of,

among

other

things,

regulatory,

market

and

other

developments.

The

Board

noted

the

Adviser’s

dedication

of

resources,

time,

personnel

and

capital

and

commitment

to

continuing

to

develop

improvements

and

innovations

that

seek

to

enhance

the

Nuveen

fund

complex

and

meet

the

needs

of

the

Nuveen

funds

in

an

increasingly

complex

regulatory

environment.

The

Board

received

and

reviewed

information

regarding,

among

other

things,

the

Adviser’s

investment

oversight

responsibilities,

regulatory

and

compliance

services,

administrative

duties

and

other

services.

The

Board

considered

the

breadth

and

the

quality

of

the

services

the

Adviser

and

its

various

teams

provide

in

overseeing

the

investment

management

of

the

Nuveen

funds,

including,

among

other

things,

overseeing

and

reviewing

the

services

provided

by

the

various

sub-advisers

to

the

Nuveen

funds

and

their

investment

teams;

evaluating

fund

performance

and

market

conditions;

overseeing

operational

and

investment

risks;

evaluating

investment

strategies

and

recommending

any

changes

thereto;

managing

liquidity;

managing

the

daily

valuation

of

portfolio

securities;

overseeing

trade

execution

and

securities

lending;

and

setting

and

managing

distributions

consistent

with

the

respective

fund’s

product

design.

The

Board

also

reviewed

the

structure

of

investment

personnel

compensation

of

each

Fund

Adviser

and

considered

whether

the

structure

provides

appropriate

incentives

to

attract

and

maintain

qualified

personnel

and

to

act

in

the

best

interests

of

the

respective

Nuveen

fund.

Given

the

Nuveen

funds

operate

in

a

highly

regulated

industry,

the

Board

further

considered

the

extensive

compliance,

regulatory

and

administrative

services

the

Adviser

and

its

various

teams

provide

to

manage

and

operate

the

Nuveen

funds.

The

Board

recognized

such

services

included,

but

were

not

limited

to,

managing

compliance

policies;

monitoring

compliance

with

applicable

policies,

laws

and

regulations;

devising

internal

compliance

programs

in

seeking

to

enhance

compliance

with

regulatory

requirements

and

creating

a

framework

to

review

and

assess

compliance

programs;

overseeing

sub-adviser

compliance

testing;

preparing

compliance

training

materials;

and

responding

to

regulatory

requests.

The

Board

reviewed

highlights

of

the

various

initiatives

Nuveen

compliance

had

taken

in

2022

including,

among

other

things,

additional

due

diligence

of

service

providers

as

their

operating

environments

evolve

post-Covid

to

more

hybrid

in-person

working

arrangements;

investments

in

supporting

and

expanding

international

trading

capabilities;

continuing

efforts

to

enhance

policies

and

controls

to

address

compliance

risks

including

those

related

to

environmental,

social

and

governance

(“ESG”)

matters

and

new

regulatory

developments

or

guidance;

and

establishing

and

maintaining

compliance

policies

and

comprehensive

compliance

training

programs.

The

Board

also

considered

information

regarding

the

Adviser’s

business

continuity,

disaster

recovery

and

information

security

programs

and

the

periodic

testing

and

review

of

such

programs.

In

addition

to

the

above

functions,

the

Board

considered

the

quality

and

extent

of

other

non-advisory

services

the

Adviser

provides

including,

among

other

things,

various

fund

administration

services

(such

as

preparing,

overseeing

or

assisting

with

the

preparation

of

tax

and

regulatory

filings);

product

management

services

(such

as

evaluating

and

enhancing

products

and

strategies);

legal

support

services;

shareholder

services

and

transfer

agency

function

oversight

services;

and

board

support

and

reporting

services.

With

respect

to

board

support

services,

the

Board

reviewed

a

summary

of

the

annual,

quarterly,

and

special

reports

the

Adviser

and/or

its

affiliates

provided

to

the

Board

throughout

2022.

The

Board

further

acknowledged

various

initiatives

the

Adviser

had

undertaken

or

continued

in

2022

in

seeking

to

improve

the

effectiveness

of

its

organization,

the

Nuveen

funds

product

line-up

as

well

as

particular

Nuveen

fund(s)

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;

reopening

certain

funds

previously

closed

to

new

investors;

adding

or

modifying

the

share

classes

offered

by

certain

funds;

implementing

fee

waivers

and

expense

cap

changes

for

certain

funds

and

evaluating

and

adjusting

portfolio

management

teams

as

appropriate

for

various

funds;

and

developing

policy

positions

on

a

broad

range

of

regulatory

proposals

that

may

impact

the

funds

and

communicating

with

lawmakers

and

other

regulatory

authorities

to

help

ensure

these

positions

are

represented.

Aside

from

the

services

provided,

the

Board

recognized

the

financial

resources

of

the

Adviser

and

its

affiliates

and

their

willingness

to

make

investments

in

the

technology,

personnel

and

infrastructure

to

support

the

Nuveen

funds,

including

maintaining

a

seed

capital

budget

to

support

new

or

existing

funds

and/or

facilitate

changes

for

a

respective

fund.

The

Board

noted

the

benefits

to

shareholders

of

investing

in

a

fund

that

is

a

part

of

a

large

fund

complex

with

a

variety

of

investment

disciplines,

capabilities,

expertise

and

resources

available

to

navigate

and

support

the

Nuveen

funds

including

during

stressed

times.

The

Board

recognized

the

overall

reputation

and

capabilities

of

the

Adviser

and

its

affiliates,

the

Adviser’s

continuing

commitment

to

provide

high

quality

services,

its

willingness

to

implement

operational

or

organizational

changes

in

seeking,

among

other

things,

to

enhance

efficiencies

and

services

to

the

Nuveen

funds

and

its

responsiveness

to

the

Board’s

questions

and/or

concerns

raised

throughout

the

year

and

during

the

annual

review

of

advisory

agreements.

The

Board

also

considered

the

significant

risks

borne

by

the

Adviser

and

its

affiliates

in

connection

with

their

services

to

the

Nuveen

funds,

including

entrepreneurial

risks

in

sponsoring

new

funds

and

ongoing

risks

with

managing

the

funds

such

as

investment,

operational,

reputational,

regulatory,

compliance

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,

information

relating

to

the

assets

under

management

of

the

applicable

investment

team

and

changes

thereto,

a

summary

of

the

applicable

investment

team

and

changes

to

such

team,

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

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

Advisory

Agreement.

28

Annual

Investment

Management

Agreement

Approval

Process

(Unaudited)

(continued)

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

considered

a

variety

of

investment

performance

data

of

the

Nuveen

funds

prepared

specifically

for

the

annual

review

of

the

advisory

agreements

as

well

as

the

performance

data

the

Board

received

throughout

the

year

representing

different

time

periods.

In

this

regard,

leading

into

the

May

Meeting,

the

Board

reviewed,

among

other

things,

fund

performance

over

various

time

periods.

In

addition,

the

Board

reviewed

and

discussed

performance

data

at

its

regularly

scheduled

quarterly

meetings

during

the

year.

The

Board

therefore

took

into

account

the

performance

data,

presentations

and

discussions

(written

and

oral)

that

have

been

provided

for

the

annual

review

as

well

as

in

prior

meetings

over

time

in

evaluating

fund

performance,

including

the

Adviser’s

analysis

of

a

fund’s

performance

with

particular

focus

on

performance

outliers

(both

overperformance

and

underperformance),

the

factors

contributing

to

performance

(including

relative

to

a

fund’s

benchmark

and

peers

and

the

impact

of

market

conditions)

and

any

recommendations

or

steps

that

had

been

taken

or

were

proposed

to

be

taken

to

address

significant

performance

concerns.

In

this

regard,

the

Board

noted,

among

other

things,

that

certain

Nuveen

funds

had

changes

in

portfolio

managers

or

other

significant

changes

to

their

investment

strategies

or

policies

since

March

2020,

and,

as

a

result,

the

Board

reviewed

certain

tracking

performance

data

comparing

the

performance

of

such

funds

before

and

after

such

changes.

The

Board

recognized

that

performance

data

reflects

performance

over

a

specified

period

which

may

differ

significantly

depending

on

the

ending

dates

selected,

particularly

during

periods

of

market

volatility.

Further,

the

Board

noted

that

shareholders

may

evaluate

performance

based

on

their

own

respective

holding

periods

which

may

differ

from

the

performance

periods

reviewed

by

the

Board

and

lead

to

differing

results.

In

its

evaluation,

the

Board

reviewed

Nuveen

fund

performance

results

from

different

perspectives.

In

general,

subject

to

certain

exceptions,

the

Board

reviewed

both

absolute

and

relative

fund

performance

during

the

annual

review

over

various

time

periods

and

evaluated

performance

results

in

light

of

a

fund’s

investment

objective(s),

strategies

and

risks.

With

respect

to

the

relative

performance,

the

Board

generally

considered

fund

performance

in

comparison

to

the

performance

of

certain

peer

funds

and

recognized

and/or

customized

benchmarks

(i.e.,

generally

benchmarks

derived

from

multiple

recognized

benchmarks).

In

reviewing

such

comparative

performance,

the

Board

was

cognizant

of

the

inherent

limitations

of

such

data

which

can

make

meaningful

performance

comparisons

generally

difficult.

As

an

illustration,

differences

in

the

composition

of

the

peer

group,

the

investment

objective(s),

strategies

and

other

characteristics

of

the

peers

in

the

peer

group,

the

level,

type

and

cost

of

leverage

(if

any)

of

the

peers,

and

the

varying

sizes

of

peers

all

may

contribute

to

differences

in

the

performance

results

of

a

peer

group

compared

to

the

applicable

Nuveen

fund.

With

respect

to

relative

performance

of

a

Nuveen

fund

compared

to

a

benchmark

index,

differences,

among

other

things,

in

the

investment

objective(s)

and

strategies

of

a

fund

and

the

benchmark

(particularly

an

actively

managed

fund

that

does

not

directly

follow

an

index)

as

well

as

the

costs

of

operating

a

fund

would

necessarily

contribute

to

differences

in

performance

results

and

limit

the

value

of

the

comparative

performance

information.

The

Board

noted

that

the

Fund,

a

Nuveen

exchange-traded

fund

(“ETF”),

is

designed

to

track

the

performance

of

a

specified

index

(an

“Underlying

Index”;

the

Fund

is

an

“Index

ETF”).

In

its

review,

the

Board

received

and

reviewed

performance

information

including,

among

other

things,

the

net

asset

value

performance

of

the

Fund

over

the

quarter,

one-,

three-

and

five-year

periods

ended

December

31,

2022

and

March

31,

2023.

The

Board

also

considered,

among

other

things,

the

Fund’s

performance

in

comparison

to

the

performance

of

its

Underlying

Index

and

a

broad-based

index

from

which

the

Underlying

Index

is

generally

derived,

underlying

factors

that

attributed

to

the

Fund’s

performance,

and

the

Fund’s

tracking

error

and

relative

return

compared

to

its

Underlying

Index

and

certain

peer

rankings

(the

peer

funds

upon

which

such

peer

rankings

are

based

are

referred

to

collectively

as

the

“Performance

Peer

Group”).

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.

The

Board

also

evaluated

Nuveen

fund

performance

in

light

of

various

relevant

factors

which

may

include,

among

other

things,

general

market

conditions,

issuer-specific

information,

asset

class

information,

leverage

and

fund

cash

flows.

The

Board

acknowledged

that

long-term

performance

could

be

impacted

by

even

one

period

of

significant

outperformance

or

underperformance

and

that

a

single

investment

theme

could

disproportionately

affect

performance.

Further,

the

Board

recognized

that

the

market

and

economic

conditions

may

significantly

impact

a

fund’s

performance,

particularly

over

shorter

periods,

and

such

performance

may

be

more

reflective

of

such

economic

or

market

events

and

not

necessarily

reflective

of

management

skill.

Although

the

Board

reviews

short-,

intermediate-

and

longer-term

performance

data,

the

Board

recognized

that

longer

periods

of

performance

may

reflect

full

market

cycles.

In

relation

to

recent

general

market

conditions,

the

Board

had

recognized

the

general

market

volatility

and

underperformance

of

the

market

in

2022

in

considering

Nuveen

fund

performance.

The

Board

took

into

account

the

Adviser’s

assessment

of

a

fund’s

performance

during

the

recent

period

of

significant

market

volatility.

In

their

review

from

year

to

year,

the

Board

Members

consider

and

may

place

different

emphasis

on

the

relevant

information

in

light

of

changing

circumstances

in

market

and

economic

conditions.

In

evaluating

performance,

the

Board

focused

particular

attention

on

funds

with

less

favorable

performance

records.

However,

depending

on

the

facts

and

circumstances

including

any

differences

between

the

respective

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

and/or

peer

group

for

certain

periods.

With

respect

to

any

funds

for

which

the

Board

has

identified

performance

issues,

the

Board

seeks

to

monitor

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’s

determinations

with

respect

to

the

Fund

are

summarized

below.

The

Board

considered,

among

other

things,

the

performance

of

the

Fund

and

its

Underlying

Index

for

the

one-,

three-

and

five-year

periods

ended

December 31,

2022

and

March 31,

2023

as

well

as

its

tracking

error

compared

to

its

Underlying

Index

as

of

such

dates.

The

Board

noted

that

the

Fund

ranked

in

the

fourth

quartile

of

its

Performance

Peer

Group

for

the

one-year

period

ended

December 31,

2022,

second

quartile

for

the

three-

year

period

ended

December

31,

2022

and

first

quartile

for

the

five-year

period

ended

December

31,

2022.

In

addition,

the

Fund

ranked

in

the

third

quartile

of

its

Performance

Peer

Group

for

the

one-year

period

ended

March

31,

2023

and

first

quartile

for

the

three-

and

five-year

periods

ended

March 31,

2023.

Given

the

Fund’s

investment

objective,

however,

the

Board

placed

more

emphasis

on

its

review

of

the

tracking

error

and

correlation

29

data.

The

Board

observed

that

during

the

course

of

2022

based

on

tracking

error

data,

the

Fund

generally

met

its

investment

objective

to

track

the

investment

results,

before

fees

and

expenses,

of

its

Underlying

Index.

Based

on

its

review,

the

Board

was

generally

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

reviewed,

among

other

things,

with

respect

to

the

Nuveen

open-end

funds,

the

contractual

management

fee

and

net

management

fee

(i.e.,

the

management

fee

after

taking

into

consideration

fee

waivers

and/or

expense

reimbursements,

if

any)

paid

by

a

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

fund

(after

any

fee

waivers

and/or

expense

reimbursements).

The

Board,

however,

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,

the

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

each

Nuveen

ETF,

the

Independent

Board

Members

reviewed,

among

other

things,

the

unified

management

fee

compared

to

the

gross

and

net

management

fees

of

a

group

of

comparable

funds

(the

“Peer

Group”)

established

by

Broadridge,

as

well

as

the

Nuveen

ETF’s

net

total

expense

ratio

compared

to

the

net

total

expense

ratio

of

its

respective

Peer

Group.

In

addition,

the

Independent

Board

Members

reviewed

the

methodology

Broadridge

employed

to

establish

the

Peer

Group

and

recognized

that

differences

between

the

applicable

fund

and

its

respective

Peer

Group

as

well

as

changes

to

the

composition

of

the

Peer

Group

from

year

to

year

may

limit

some

of

the

value

of

the

comparative

data.

The

Independent

Board

Members

take

these

limitations

and

differences

into

account

when

reviewing

comparative

peer

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

Nuveen

fund

with

a

net

total

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

total

expense

ratio.

Accordingly,

in

reviewing

the

comparative

data

between

a

fund

and

its

peers,

the

Board

generally

considered

the

fund’s

net

total

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

Nuveen

fund’s

management

fee

and

net

total

expense

ratio

in

light

of

its

performance

history,

including

reviewing

certain

funds

identified

by

the

Adviser

and/or

the

Board

as

having

a

higher

net

total

expense

ratio

or

management

fee

compared

to

their

respective

peers

coupled

with

experiencing

periods

of

challenged

performance

and

considering

the

reasons

for

such

comparative

positions.

With

respect

to

the

Sub-Adviser,

the

Board

also

considered,

among

other

things,

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

management

fee

and

a

net

total

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

evaluating

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,

certain

additional

ETFs

sponsored

by

Nuveen.

The

Board

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.

30

Annual

Investment

Management

Agreement

Approval

Process

(Unaudited)

(continued)

In

considering

the

comparative

fee

data,

the

Board

recognized

that

differences,

including

but

not

limited

to,

the

amount,

type

and

level

of

services

provided

by

the

Adviser

to

the

Nuveen

funds

compared

to

that

provided

to

various

other

clients

as

well

as

differences

in,

among

other

things,

regulatory

requirements

contribute

to

the

variations

in

the

fee

schedules.

In

this

regard,

the

Board

noted

that

differences

in

the

client

base,

governing

bodies,

distribution

jurisdiction

and

operational

complexities

would

contribute

to

variations

in

management

fees

assessed

the

Nuveen

funds

compared

to

foreign

fund

clients.

Further,

with

respect

to

ETFs,

the

Board

considered

that

the

Index

ETFs

(including

the

Fund)

were

passively

managed

compared

to

the

active

management

of

other

Nuveen

funds,

which

also

contributed

to

the

differences

in

fee

levels

between

such

Index

ETFs

and

the

actively

managed

funds.

The

Board

acknowledged

the

wide

range

of

services

in

addition

to

investment

management

that

the

Adviser

had

provided

to

the

Nuveen

funds

compared

to

other

types

of

clients

as

well

as

the

increased

entrepreneurial,

legal

and

regulatory

risks

that

the

Adviser

incurs

in

sponsoring

and

managing

the

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

more

extensive

services,

regulatory

requirements

and

legal

liabilities,

and

the

entrepreneurial,

legal

and

regulatory

risks

incurred

in

sponsoring

and

advising

a

registered

investment

company

compared

to

that

required

in

advising

other

types

of

clients.

3.

Profitability

of

Fund

Advisers

In

their

review,

the

Independent

Board

Members

considered

estimated

profitability

information

of

Nuveen

as

a

result

of

its

advisory

services

to

the

Nuveen

funds

as

well

as

profitability

data

of

other

publicly

traded

asset

management

firms.

Such

profitability

information

included,

among

other

things,

gross

and

net

revenue

margins

(excluding

distribution)

of

Nuveen

Investments,

Inc.

(“Nuveen

Investments”)

for

services

to

the

Nuveen

funds

on

a

pre-tax

and

after-tax

basis

for

the

2022

and

2021

calendar

years

as

well

as

the

revenues

earned

(less

any

expense

reimbursements/fee

waivers)

and

expenses

incurred

by

Nuveen

Investments

for

its

advisory

activities

to

the

Nuveen

funds

(excluding

distribution

and

certain

other

expenses)

for

the

2022

and

2021

calendar

years.

The

Independent

Board

Members

also

considered

a

summary

of

some

of

the

key

factors

that

impacted

Nuveen’s

profitability

in

2022.

In

addition,

the

Board

reviewed

the

revenues,

expenses

and

operating

margin

(pre-

and

after-tax)

the

Adviser

derived

from

its

ETF

product

line

for

the

2022

and

2021

calendar

years.

In

developing

the

profitability

data

of

the

Adviser

for

its

advisory

services

to

the

Nuveen

funds,

the

Independent

Board

Members

recognized

the

subjective

nature

of

calculating

profitability

as

the

information

is

not

audited

and

is

necessarily

dependent

on

cost

allocation

methodologies

to

allocate

expenses

throughout

the

complex

and

among

the

various

advisory

products.

Given

there

is

no

perfect

expense

allocation

methodology

and

that

other

reasonable

and

valid

allocation

methodologies

could

be

employed

and

could

lead

to

significantly

different

results,

the

Board

reviewed,

among

other

things,

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

through

2022,

and

a

historical

expense

analysis

of

Nuveen

Investments’

revenues,

expenses

and

pre-tax

net

revenue

margins

derived

from

its

advisory

services

to

the

Nuveen

funds

(excluding

distribution)

for

the

calendar

years

from

2017

through

2022.

The

Board

had

also

appointed

four

Independent

Board

Members

to

serve

as

the

Board’s

liaisons,

with

the

assistance

of

independent

counsel,

to

meet

with

representatives

of

the

Adviser

and

review

the

development

of

the

profitability

data

and

to

report

to

the

full

Board.

In

addition,

the

Board

considered

certain

comparative

operating

margin

data.

In

this

regard,

the

Board

reviewed

the

operating

margins

of

Nuveen

Investments

compared

to

the

adjusted

operating

margins

of

a

peer

group

of

asset

management

firms

with

publicly

available

data

and

the

most

comparable

assets

under

management

(based

on

asset

size

and

asset

composition)

to

Nuveen.

The

Board

recognized

that

the

operating

margins

of

the

peers

were

adjusted

generally

to

address

that

certain

services

provided

by

the

peers

were

not

provided

by

Nuveen.

The

Board

also

reviewed,

among

other

things,

the

net

revenue

margins

(pre-tax)

of

Nuveen

Investments

on

a

company-wide

basis

and

the

net

revenue

margins

(pre-tax)

of

Nuveen

Investments

derived

from

its

services

to

the

Nuveen

funds

only

(including

and

excluding

distribution)

compared

to

the

adjusted

operating

margins

of

the

peer

group

for

each

calendar

year

from

2012

to

2022.

Although

the

total

company

operating

margins

of

Nuveen

Investments

were

in

the

bottom

half

of

the

peer

group

range

for

2022

and

2021,

the

Independent

Board

Members

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

2022

and

2021

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.

The

Board

also

noted

the

reinvestments

Nuveen,

its

parent

and/or

other

affiliates

made

into

its

business

through,

among

other

things,

the

investment

of

seed

capital

in

certain

Nuveen

funds

and

continued

investments

in

enhancements

to

technological

capabilities.

In

addition

to

Nuveen,

the

Independent

Board

Members

considered

the

profitability

of

the

Sub-Adviser

from

its

relationships

with

the

respective

Nuveen

funds.

In

this

regard,

the

Independent

Board

Members

reviewed,

among

other

things,

the

Sub-Adviser’s

revenues,

expenses

and

net

operating

income

for

its

advisory

services

to

the

Nuveen

ETFs

and

Nuveen

closed-end

funds

it

sub-advises

for

the

2022

and

2021

calendar

years.

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.

31

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,

whether

these

economies

of

scale

have

been

appropriately

shared

with

the

funds

and

whether

there

is

potential

for

realization

of

further

economies

of

scale.

Although

the

Board

recognized

that

economies

of

scale

are

difficult

to

measure

with

any

precision

and

certain

expenses

may

not

decline

with

a

rise

in

assets,

the

Board

considered

that

Nuveen

shares

the

benefits

of

economies

of

scale,

if

any,

in

a

number

of

ways

including

through

the

use

of

breakpoints

in

the

management

fee

schedule,

fee

waivers

and/or

expense

limitations,

the

pricing

of

funds

at

scale

at

inception

and

investments

in

Nuveen’s

business

which

can

enhance

the

services

provided

to

the

funds

for

the

fees

paid.

In

this

regard,

the

Board

recognized

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

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.

The

Independent

Board

Members

further

recognized

that

the

Nuveen

ETFs

do

not

participate

in

the

complex-level

fee

programs.

As

noted

above,

the

Independent

Board

Members

also

recognized

the

continued

reinvestment

in

Nuveen’s

business

to

enhance

its

capabilities

and

services

to

the

benefit

of

its

various

clients.

The

Board

understood

that

many

of

these

investments

in

the

Nuveen

business

were

not

specific

to

individual

Nuveen

funds

but

rather

incurred

across

of

a

variety

of

products

and

services

pursuant

to

which

the

family

of

Nuveen

funds

as

a

whole

may

benefit.

In

addition,

the

Board

also

considered

that

Nuveen

has

provided,

without

raising

advisory

fees

to

the

Nuveen

funds,

certain

additional

services,

including,

but

not

limited

to,

services

required

by

new

regulations

and

regulatory

interpretations,

and

this

was

also

a

means

of

sharing

economies

of

scale

with

the

funds

and

their

shareholders.

Based

on

its

review,

the

Board

was

satisfied

that

the

current

fee

arrangements

together

with

the

reinvestment

in

Nuveen’s

business

appropriately

shared

any

economies

of

scale

with

shareholders.

Further,

with

respect

to

the

Nuveen

ETFs,

the

Board

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

noted

that

the

various

sub-advisers

to

the

Nuveen

funds

do

not

generally

benefit

from

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

in

light

of

the

services

provided.

F.

Other

Considerations

The

Independent

Board

Members

did

not

identify

any

single

factor

discussed

previously

as

all-important

or

controlling.

The

Independent

Board

Members

concluded

that

the

terms

of

each

Advisory

Agreement

were

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

for

an

additional

one-year

period.

Nuveen

Securities,

LLC,

member

FINRA

and

SIPC

333

West

Wacker

Drive

Chicago,

IL

60606

www.nuveen.com

NSA-NURE-0623P

3020088-INV-B-8/24

Nuveen:

Serving

Investors

for

Generations

Since

1898,

financial

advisors

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

advisor,

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

NOT

FDIC

INSURED

MAY

LOSE

VALUE

NO

BANK

GUARANTEE

Item 2. Code of Ethics.

Not applicable to this filing.

Item 3. Audit Committee Financial Expert.

Not applicable to this filing.

Item 4. Principal Accountant Fees and Services.

Not applicable to this filing.

Item 5. Audit Committee of Listed Registrants.

Not applicable to this filing.

Item 6. Schedule of Investments.

(a) See Portfolio of Investments in Item 1.

(b) Not applicable.

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 registrant’s Board implemented after the registrant last provided disclosure in response to this Item.

Item 11. Controls and Procedures.

(a) The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (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 registrant’s 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 registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable.

Item 13. Exhibits.

File the exhibits listed below as part of this Form.

(a)(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Not applicable to this filing.

(a)(2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the 1940 Act (17 CFR 270.30a-2(a)) in the exact form set forth below: See EX-99.CERT attached hereto.

(a)(3) Any written solicitation to purchase securities under Rule 23c-1 under the 1940 Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons: Not applicable to this registrant.

(a)(4) Change in registrant’s independent public accountant. Not applicable.

(b) If the report is filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2(b) under the 1940 Act (17 CFR 270.30a-2(b)), Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b) or 240.15d-14(b)), and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an Exhibit. A certification furnished pursuant to this paragraph will not be deemed “filed” for purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registration specifically incorporates it by reference: See EX-99.906 CERT attached hereto.

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: September 6, 2023

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: September 6, 2023

By	(Signature and Title)	/s/ E. Scott Wickerham
		E. Scott Wickerham Vice President and Funds Controller (principal financial officer)

Date: September 6, 2023