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 811-08333
Nuveen Investment Trust II
(Exact name of registrant as specified in charter)
Nuveen Investments
333 West Wacker Drive
Chicago, Illinois 60606
(Address of principal executive offices) (Zip code)
Mark J. Czarniecki
Vice President and Secretary
901 Marquette Avenue
Minneapolis, Minnesota 55402
(Name and address of agent for service)
Registrant’s telephone number, including area code: (312) 917‑7700
Date of fiscal year end: August 31
Date of reporting period: August 31, 2024
| Item 1. | Reports to Stockholders. |
| | |
 | |
Annual Shareholder Report
August 31, 2024 |
Nuveen Equity Long/Short Fund
Class A Shares/NELAX
Annual Shareholder Report
This annual shareholder report contains important information about the Class A Shares of the Nuveen Equity Long/Short Fund for the period of September 1, 2023 to August 31, 2024. You can find additional information at https://www.nuveen.com/en‑us/mutual‑funds/prospectuses. You can also request this information by contacting us at (800) 257‑8787.
This report describes changes to the Fund that occurred during the reporting period.
What were the Fund costs for the last year? (based on a hypothetical $10,000 investment)
| | | | |
| | | Cost of a $10,000 investment | | Costs paid as a percentage of
$10,000 investment* |
| Class A Shares | | $240 | | 2.18% |
| * | Annualized for period less than one year. |
How did the Fund perform last year? What affected the Fund’s performance?
| | |
Performance Highlights • The Nuveen Equity Long/Short Fund returned 19.83% for Class A Shares at net asset value (NAV) for the 12 months ended August 31, 2024. The Fund performed in line with the Equity Long/Short Blended Benchmark, which returned 20.12%. The Fund’s blended benchmark consists of 1) 70% Russell 1000® Index, and 2) 30% ICE BofA U.S. 3‑Month Treasury Bill Index. • Top contributors to relative performance » Security selection in the industrials sector, led by an overweight long position in Trane Technologies plc and a short position in Leggett & Platt Inc. » Security selection and an overweight in the communication services sector, led by overweight long positions in Netflix Inc. and Meta Platforms Inc. » Security selection in the health care sector, led by an overweight long position in Boston Scientific Corporation. • Top detractors from relative performance » Overweight long position in digital platform engineering and software development firm EPAM Systems Inc. » Security selection and an overweight in the consumer staples sector, including overweight long positions in Estee Lauder Companies Inc. and Monster Beverage Corporation. » Overweight long position in DexCom Inc. | | Performance Attribution  Industrials Communication services Health care  EPAM Systems Inc. Consumer staples DexCom Inc. |
How did the Fund perform over the last 10 years?
Performance data shown represents past performance and does not predict or guarantee future results. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund Shares.
Fund Performance (September 1, 2014 through August 31, 2024) Initial Investment of $10,000
Average Annual Total Returns
| | | | | | | | | | | | |
| | | 1‑Year | | | 5‑Year | | | 10‑Year | |
| Class A Shares at NAV (excluding maximum sales charge) | | | 19.83 | % | | | 10.06 | % | | | 7.88 | % |
| Class A Shares at maximum sales charge (Offering Price) | | | 12.94 | % | | | 8.77 | % | | | 7.24 | % |
Russell 1000® Index | | | 26.60 | % | | | 15.55 | % | | | 12.66 | % |
| Equity Long/Short Blended Benchmark | | | 20.12 | % | | | 11.80 | % | | | 9.51 | % |
| Lipper Alternative Long/Short Equity Funds Classification Average | | | 14.82 | % | | | 7.38 | % | | | 4.46 | % |
On August 26, 2024, the Fund’s investment adviser, Nuveen Fund Advisors, LLC, made a payment to the Fund to reimburse for certain interest expenses associated with the Fund’s short positions that were unnecessarily incurred due to an operational issue. This payment had the effect of increasing the Fund’s NAV by $0.22 per share. As a result, the Fund’s total returns for the year ended August 31, 2024, were higher than they would have been had the Fund not received the payment.
Investment return and principal value will fluctuate, and you may have a gain or loss when you sell your shares. Current performance may differ from figures shown. For most recent month‑end performance, go to https://www.nuveen.com/en‑us/mutual‑funds/prospectuses or call (800) 257‑8787.
Fund Statistics (as of August 31, 2024)
| | | | |
| |
| Fund net assets | | $ | 131,554,359 | |
| |
| Total number of portfolio holdings | | | 191 | |
| |
| Portfolio turnover (%) | | | 98% | |
| |
| Total management fees paid for the year | | $ | 1,460,716 | |
What did the Fund invest in? (as of August 31, 2024)
(1) Includes the gross market value of the Fund’s long and short exposure and short-term repurchase agreements.
How has the Fund changed?
| | • | | Management fees: As of May 1, 2024, the Fund’s overall complex-level fee begins at a maximum rate of 0.1600% of the Fund’s average daily net assets, with breakpoints for eligible complex-level assets above $124.3 billion. | |
| | • | | Portfolio manager update: Effective December 29, 2023, David Chalupnik was removed as a co‑portfolio manager of the Fund. | |
For more complete information, you may review the Fund’s next prospectus, which is expected to be available by December 30, 2024 at https://www.nuveen.com/en‑us/mutual‑funds/prospectuses or upon request at (800) 257‑8787.
Changes in independent registered public accounting firm
On October 24, 2024, the Fund’s Board of Trustees engaged PricewaterhouseCoopers LLP (“PwC”) as the independent registered public accounting firm for the Fund and dismissed KPMG LLP (“KPMG”) as the independent registered public accounting firm for the Fund subject to the completion of the August 31, 2024 fiscal year end audit. During the Fund’s fiscal years ended August 31, 2024 and August 31, 2023, and the subsequent interim period through October 29, 2024, there have been no disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.
Availability of additional information about the Fund
You can find additional information about the Fund at https://www.nuveen.com/en‑us/mutual‑funds/prospectuses, including its:
| | • | | prospectus • financial statements and other information • fund holdings • proxy voting information |
You can also request this information at (800) 257‑8787.
| | |
67065W183_AR_0824 3855723‑INV‑Y‑10/25 (A, C, I) | | |
| | |
| |
Annual Shareholder Report
August 31, 2024 |
Nuveen Equity Long/Short Fund
Class C Shares/NELCX
Annual Shareholder Report
This annual shareholder report contains important information about the Class C Shares of the Nuveen Equity Long/Short Fund for the period of September 1, 2023 to August 31, 2024. You can find additional information at https://www.nuveen.com/en‑us/mutual‑funds/prospectuses. You can also request this information by contacting us at (800) 257‑8787.
This report describes changes to the Fund that occurred during the reporting period.
What were the Fund costs for the last year? (based on a hypothetical $10,000 investment)
| | | | |
| | | Cost of a $10,000 investment | | Costs paid as a percentage of
$10,000 investment* |
| Class C Shares | | $321 | | 2.93% |
| * | Annualized for period less than one year. |
How did the Fund perform last year? What affected the Fund’s performance?
| | |
Performance Highlights • The Nuveen Equity Long/Short Fund returned 18.94% for Class C Shares at net asset value (NAV) for the 12 months ended August 31, 2024. The Fund underperformed the Equity Long/Short Blended Benchmark, which returned 20.12%. The Fund’s blended benchmark consists of 1) 70% Russell 1000® Index, and 2) 30% ICE BofA U.S. 3‑Month Treasury Bill Index. • Top contributors to relative performance » Security selection in the industrials sector, led by an overweight long position in Trane Technologies plc and a short position in Leggett & Platt Inc. » Security selection and an overweight in the communication services sector, led by overweight long positions in Netflix Inc. and Meta Platforms Inc. » Security selection in the health care sector, led by an overweight long position in Boston Scientific Corporation. • Top detractors from relative performance » Overweight long position in digital platform engineering and software development firm EPAM Systems Inc. » Security selection and an overweight in the consumer staples sector, including overweight long positions in Estee Lauder Companies Inc. and Monster Beverage Corporation. » Overweight long position in DexCom Inc. | | Performance Attribution Industrials Communication services Health care EPAM Systems Inc. Consumer staples DexCom Inc. |
How did the Fund perform over the last 10 years?
Performance data shown represents past performance and does not predict or guarantee future results. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund Shares.
Fund Performance (September 1, 2014 through August 31, 2024) Initial Investment of $10,000
Average Annual Total Returns
| | | | | | | | | | | | |
| | | 1‑Year | | | 5‑Year | | | 10‑Year | |
| Class C Shares at NAV (excluding maximum sales charge) | | | 18.94 | % | | | 9.24 | % | | | 7.23 | % |
Russell 1000® Index | | | 26.60 | % | | | 15.55 | % | | | 12.66 | % |
| Equity Long/Short Blended Benchmark | | | 20.12 | % | | | 11.80 | % | | | 9.51 | % |
| Lipper Alternative Long/Short Equity Funds Classification Average | | | 14.82 | % | | | 7.38 | % | | | 4.46 | % |
Class C Shares are subject to a contingent deferred sales charge if redeemed within 12 months of purchase, which will be reflected in total returns presented for less than one year.
On August 26, 2024, the Fund’s investment adviser, Nuveen Fund Advisors, LLC, made a payment to the Fund to reimburse for certain interest expenses associated with the Fund’s short positions that were unnecessarily incurred due to an operational issue. This payment had the effect of increasing the Fund’s NAV by $0.19 per share. As a result, the Fund’s total return for the year ended August 31, 2024, was higher than it would have been had the Fund not received the payment.
Investment return and principal value will fluctuate, and you may have a gain or loss when you sell your shares. Current performance may differ from figures shown. For most recent month‑end performance, go to https://www.nuveen.com/en‑us/mutual‑funds/prospectuses or call (800) 257‑8787.
Fund Statistics (as of August 31, 2024)
| | | | |
| |
| Fund net assets | | $ | 131,554,359 | |
| |
| Total number of portfolio holdings | | | 191 | |
| |
| Portfolio turnover (%) | | | 98% | |
| |
| Total management fees paid for the year | | $ | 1,460,716 | |
What did the Fund invest in? (as of August 31, 2024)
(1) Includes the gross market value of the Fund’s long and short exposure and short-term repurchase agreements.
How has the Fund changed?
| | • | | Management fees: As of May 1, 2024, the Fund’s overall complex-level fee begins at a maximum rate of 0.1600% of the Fund’s average daily net assets, with breakpoints for eligible complex-level assets above $124.3 billion. | |
| | • | | Portfolio manager update: Effective December 29, 2023, David Chalupnik was removed as a co‑portfolio manager of the Fund. | |
For more complete information, you may review the Fund’s next prospectus, which is expected to be available by December 30, 2024 at https://www.nuveen.com/en‑us/mutual‑funds/prospectuses or upon request at (800) 257‑8787.
Changes in independent registered public accounting firm
On October 24, 2024, the Fund’s Board of Trustees engaged PricewaterhouseCoopers LLP (“PwC”) as the independent registered public accounting firm for the Fund and dismissed KPMG LLP (“KPMG”) as the independent registered public accounting firm for the Fund subject to the completion of the August 31, 2024 fiscal year end audit. During the Fund’s fiscal years ended August 31, 2024 and August 31, 2023, and the subsequent interim period through October 29, 2024, there have been no disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.
Availability of additional information about the Fund
You can find additional information about the Fund at https://www.nuveen.com/en‑us/mutual‑funds/prospectuses, including its:
| | • | | prospectus • financial statements and other information • fund holdings • proxy voting information |
You can also request this information at (800) 257‑8787.
| | |
67065W175_AR_0824 3855723‑INV‑Y‑10/25 (A, C, I) | | |
| | |
| |
Annual Shareholder Report
August 31, 2024 |
Nuveen Equity Long/Short Fund
Class I Shares/NELIX
Annual Shareholder Report
This annual shareholder report contains important information about the Class I Shares of the Nuveen Equity Long/Short Fund for the period of September 1, 2023 to August 31, 2024. You can find additional information at https://www.nuveen.com/en‑us/mutual‑funds/prospectuses. You can also request this information by contacting us at (800) 257‑8787.
This report describes changes to the Fund that occurred during the reporting period.
What were the Fund costs for the last year? (based on a hypothetical $10,000 investment)
| | | | |
| | | Cost of a $10,000 investment | | Costs paid as a percentage of
$10,000 investment* |
| Class I Shares | | $212 | | 1.93% |
| * | Annualized for period less than one year. |
How did the Fund perform last year? What affected the Fund’s performance?
| | |
Performance Highlights • The Nuveen Equity Long/Short Fund returned 20.14% for Class I Shares at net asset value (NAV) for the 12 months ended August 31, 2024. The Fund performed in line with the Equity Long/Short Blended Benchmark, which returned 20.12%. The Fund’s blended benchmark consists of 1) 70% Russell 1000® Index, and 2) 30% ICE BofA U.S. 3‑Month Treasury Bill Index. • Top contributors to relative performance » Security selection in the industrials sector, led by an overweight long position in Trane Technologies plc and a short position in Leggett & Platt Inc. » Security selection and an overweight in the communication services sector, led by overweight long positions in Netflix Inc. and Meta Platforms Inc. » Security selection in the health care sector, led by an overweight long position in Boston Scientific Corporation. • Top detractors from relative performance » Overweight long position in digital platform engineering and software development firm EPAM Systems Inc. » Security selection and an overweight in the consumer staples sector, including overweight long positions in Estee Lauder Companies Inc. and Monster Beverage Corporation. » Overweight long position in DexCom Inc. | | Performance Attribution Industrials Communication services Health care EPAM Systems Inc. Consumer staples DexCom Inc. |
How did the Fund perform over the last 10 years?
Performance data shown represents past performance and does not predict or guarantee future results. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund Shares.
Fund Performance (September 1, 2014 through August 31, 2024) Initial Investment of $10,000
Average Annual Total Returns
| | | | | | | | | | | | |
| | | 1‑Year | | | 5‑Year | | | 10‑Year | |
| Class I Shares at NAV | | | 20.14 | % | | | 10.34 | % | | | 8.15 | % |
Russell 1000® Index | | | 26.60 | % | | | 15.55 | % | | | 12.66 | % |
| Equity Long/Short Blended Benchmark | | | 20.12 | % | | | 11.80 | % | | | 9.51 | % |
| Lipper Alternative Long/Short Equity Funds Classification Average | | | 14.82 | % | | | 7.38 | % | | | 4.46 | % |
On August 26, 2024, the Fund’s investment adviser, Nuveen Fund Advisors, LLC, made a payment to the Fund to reimburse for certain interest expenses associated with the Fund’s short positions that were unnecessarily incurred due to an operational issue. This payment had the effect of increasing the Fund’s NAV by $0.22 per share. As a result, the Fund’s total return for the year ended August 31, 2024, was higher than it would have been had the Fund not received the payment.
Investment return and principal value will fluctuate, and you may have a gain or loss when you sell your shares. Current performance may differ from figures shown. For most recent month‑end performance, go to https://www.nuveen.com/en‑us/mutual‑funds/prospectuses or call (800) 257‑8787.
Fund Statistics (as of August 31, 2024)
| | | | |
| |
| Fund net assets | | $ | 131,554,359 | |
| |
| Total number of portfolio holdings | | | 191 | |
| |
| Portfolio turnover (%) | | | 98% | |
| |
| Total management fees paid for the year | | $ | 1,460,716 | |
What did the Fund invest in? (as of August 31, 2024)
(1) Includes the gross market value of the Fund’s long and short exposure and short-term repurchase agreements.
How has the Fund changed?
| | • | | Management fees: As of May 1, 2024, the Fund’s overall complex-level fee begins at a maximum rate of 0.1600% of the Fund’s average daily net assets, with breakpoints for eligible complex-level assets above $124.3 billion. | |
| | • | | Portfolio manager update: Effective December 29, 2023, David Chalupnik was removed as a co‑portfolio manager of the Fund. | |
For more complete information, you may review the Fund’s next prospectus, which is expected to be available by December 30, 2024 at https://www.nuveen.com/en‑us/mutual‑funds/prospectuses or upon request at (800) 257‑8787.
Changes in independent registered public accounting firm
On October 24, 2024, the Fund’s Board of Trustees engaged PricewaterhouseCoopers LLP (“PwC”) as the independent registered public accounting firm for the Fund and dismissed KPMG LLP (“KPMG”) as the independent registered public accounting firm for the Fund subject to the completion of the August 31, 2024 fiscal year end audit. During the Fund’s fiscal years ended August 31, 2024 and August 31, 2023, and the subsequent interim period through October 29, 2024, there have been no disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.
Availability of additional information about the Fund
You can find additional information about the Fund at https://www.nuveen.com/en‑us/mutual‑funds/prospectuses, including its:
| | • | | prospectus • financial statements and other information • fund holdings • proxy voting information |
You can also request this information at (800) 257‑8787.
| | |
67065W167_AR_0824 3855723‑INV‑Y‑10/25 (A, C, I) | | |
As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. There were no amendments to or waivers from the code during the period covered by this report. Upon request, a copy of the registrant’s code of ethics is available without charge by calling 800-257-8787.
| Item 3. | Audit Committee Financial Expert. |
As of the end of the period covered by this report, the registrant’s Board of Directors or Trustees (“Board”) had determined that the registrant has at least one “audit committee financial expert” (as defined in Item 3 of Form N-CSR) serving on its Audit Committee. The members of the registrant’s audit committee that have been designated as audit committee financial experts are Joseph A. Boateng, Albin F. Moschner, John K. Nelson, Loren M. Starr and Robert L. Young, who are “independent” for purposes of Item 3 of Form N-CSR.
Mr. Boateng has served as the Chief Investment Officer for Casey Family Programs since 2007. He was previously Director of U.S. Pension Plans for Johnson & Johnson from 2002-2006. Mr. Boateng is a board member of the Lumina Foundation and Waterside School, an emeritus board member of Year Up Puget Sound, member of the Investment Advisory Committee and former Chair for the Seattle City Employees’ Retirement System, and an Investment Committee Member for The Seattle Foundation. Mr. Boateng previously served on the Board of Trustees for the College Retirement Equities Fund (2018-2023) and on the Management Committee for TIAA Separate Account VA-1 (2019-2023).
Mr. Moschner is a consultant in the wireless industry and, in July 2012, founded Northcroft Partners, LLC, a management consulting firm that provides operational, management and governance solutions. Prior to founding Northcroft Partners, LLC, Mr. Moschner held various positions at Leap Wireless International, Inc., a provider of wireless services, where he was as a consultant from February 2011 to July 2012, Chief Operating Officer from July 2008 to February 2011, and Chief Marketing Officer from August 2004 to June 2008. Before he joined Leap Wireless International, Inc., Mr. Moschner was President of the Verizon Card Services division of Verizon Communications, Inc. from 2000 to 2003, and President of One Point Services at One Point Communications from 1999 to 2000. Mr. Moschner also served at Zenith Electronics Corporation as Director, President and Chief Executive Officer from 1995 to 1996, and as Director, President and Chief Operating Officer from 1994 to 1995.
Mr. Nelson formerly served on the Board of Directors of Core12, LLC from 2008 to 2023, a private firm which develops branding, marketing, and communications strategies for clients. Mr. Nelson has extensive experience in global banking and markets, having served in several senior executive positions with ABN AMRO Holdings N.V. and its affiliated entities and predecessors, including LaSalle Bank Corporation from 1996 to 2008, ultimately serving as Chief Executive Officer of ABN AMRO N.V. North America. During his tenure at the bank, he also served as Global Head of its Financial Markets Division, which encompassed the bank’s Currency, Commodity, Fixed Income, Emerging Markets, and Derivatives businesses. He was a member of the Foreign Exchange Committee of the Federal Reserve Bank of the United States and during his tenure with ABN AMRO served as the bank’s representative on various committees of The Bank of Canada, European Central Bank, and The Bank of England. Mr. Nelson previously served as a senior, external advisor to the financial services practice of Deloitte Consulting LLP. (2012-2014).
Mr. Starr was Vice Chair, Senior Managing Director from 2020 to 2021, and Chief Financial Officer, Senior Managing Director from 2005 to 2020, for Invesco Ltd. Mr. Starr is also a Director and member of the Audit Committee for AMG. He is former Chair and member of the Board of Directors, Georgia Leadership Institute for School Improvement (GLISI); former Chair and member of the Board of Trustees, Georgia Council on Economic Education (GCEE). Mr. Starr previously served on the Board of Trustees for the College Retirement Equities Fund and on the Management Committee for TIAA Separate Account VA-1 (2022-2023).
Mr. Young has more than 30 years of experience in the investment management industry. From 1997 to 2017, he held various positions with J.P. Morgan Investment Management Inc. (“J.P. Morgan Investment”) and its affiliates (collectively, “J.P. Morgan”). Most recently, he served as Chief Operating Officer and Director of J.P. Morgan Investment (from 2010 to 2016) and as President and Principal Executive Officer of the J.P. Morgan Funds (from 2013 to 2016). As Chief Operating Officer of J.P. Morgan Investment, Mr. Young led service, administration and business platform support activities for J.P. Morgan’s domestic retail mutual fund and institutional commingled and separate account businesses and co-led these activities for J.P. Morgan’s global retail and institutional
investment management businesses. As President of the J.P. Morgan Funds, Mr. Young interacted with various service providers to these funds, facilitated the relationship between such funds and their boards, and was directly involved in establishing board agendas, addressing regulatory matters, and establishing policies and procedures. Before joining J.P. Morgan, Mr. Young, a former Certified Public Accountant (CPA), was a Senior Manager (Audit) with Deloitte & Touche LLP (formerly, Touche Ross LLP), where he was employed from 1985 to 1996. During his tenure there, he actively participated in creating, and ultimately led, the firm’s midwestern mutual fund practice.
| Item 4. | Principal Accountant Fees and Services. |
The following tables show the amount of fees that KPMG LLP, the Funds’ auditor, billed to the Funds during the Funds’ last two full fiscal years. The Audit Committee approved in advance all audit services and non-audit services that KPMG LLP provided to the Funds, except for those non-audit services that were subject to the pre-approval exception under Rule 2-01 of Regulation S-X (the “pre-approval exception”). The pre-approval exception for services provided directly to the Funds waives the pre-approval requirement for services other than audit, review or attest services if: (A) the aggregate amount of all such services provided constitutes no more than 5% of the total amount of revenues paid by the Funds during the fiscal year in which the services are provided; (B) the Funds did not recognize the services as non-audit services at the time of the engagement; and (C) the services are promptly brought to the Audit Committee’s attention, and the Committee (or its delegate) approves the services before the audit is completed.
The Audit Committee has delegated certain pre-approval responsibilities to its Chair (or, in his absence, any other member of the Audit Committee).
| | | | | | | | | | | | | | | | |
| Fiscal Year Ended August 31, 2024 | | Audit Fees Billed to Funds1 | | | Audit-Related Fees Billed to Funds2 | | | Tax Fees Billed to Funds3 | | | All Other Fees Billed to Funds4 | |
| | | | |
Nuveen Equity Long/Short Fund | | | $26,600 | | | | $0 | | | | $0 | | | | $0 | |
| | | | | | | | | | | | | | | | |
| | | | |
Total | | | $26,600 | | | | $0 | | | | $0 | | | | $0 | |
| 1 | “Audit Fees” are the aggregate fees billed for professional services for the audit of the Fund’s annual financial statements and services provided in connection with statutory and regulatory filings or engagements. |
| 2 | “Audit-Related Fees” are the aggregate fees billed for assurance and related services reasonably related to the performance of the audit or review of financial statements that are not reported under “Audit Fees”. These fees include offerings related to the Fund’s common shares and leverage. |
| 3 | “Tax Fees” are the aggregate fees billed for professional services for tax advice, tax compliance, and tax planning. These fees include: all global withholding tax services; excise and state tax reviews; capital gain, tax equalization and taxable basis calculations performed by the principal accountant. |
| 4 | “All Other Fees” are the aggregate fees billed for products and services other than “Audit Fees”, “Audit-Related Fees” and “Tax Fees”. These fees represent all “Agreed-Upon Procedures” engagements pertaining to the Fund’s use of leverage. |
| | | | | | | | | | | | | | | | |
| Fiscal Year Ended August 31, 2024 | | Percentage Approved Pursuant to Pre-approval Exception | |
| | Audit Fees Billed to Funds | | | Audit-Related Fees Billed to Funds | | | Tax Fees Billed to Funds | | | All Other Fees Billed to Funds | |
| | | | |
Nuveen Equity Long/Short Fund | | | 0% | | | | 0% | | | | 0% | | | | 0% | |
| | | | |
| Fiscal Year Ended August 31, 2023 | | Audit Fees Billed to Funds1 | | | Audit-Related Fees Billed to Funds2 | | | Tax Fees Billed to Funds3 | | | All Other Fees Billed to Funds4 | |
| | | | |
Nuveen Equity Long/Short Fund | | | $28,000 | | | | $0 | | | | $809 | | | | $0 | |
| | | | | | | | | | | | | | | | |
| | | | |
Total | | | $28,000 | | | | $0 | | | | $809 | | | | $0 | |
| 1 | “Audit Fees” are the aggregate fees billed for professional services for the audit of the Fund’s annual financial statements and services provided in connection with statutory and regulatory filings or engagements. |
| 2 | “Audit-Related Fees” are the aggregate fees billed for assurance and related services reasonably related to the performance of the audit or review of financial statements that are not reported under “Audit Fees”. These fees include offerings related to the Fund’s common shares and leverage. |
| 3 | “Tax Fees” are the aggregate fees billed for professional services for tax advice, tax compliance, and tax planning. These fees include: all global withholding tax services; excise and state tax reviews; capital gain, tax equalization and taxable basis calculations performed by the principal accountant. |
| 4 | “All Other Fees” are the aggregate fees billed for products and services other than “Audit Fees”, “Audit-Related Fees” and “Tax Fees”. These fees represent all “Agreed-Upon Procedures” engagements pertaining to the Fund’s use of leverage. |
| | | | | | | | | | | | | | | | |
| Fiscal Year Ended August 31, 2023 | | Percentage Approved Pursuant to Pre-approval Exception | |
| | Audit Fees Billed to Funds | | | Audit-Related Fees Billed to Funds | | | Tax Fees Billed to Funds | | | All Other Fees Billed to Funds | |
| | | | |
Nuveen Equity Long/Short Fund | | | 0% | | | | 0% | | | | 0% | | | | 0% | |
| | | | |
| Fiscal Year Ended August 31, 2024 | | | | | Audit-Related Fees Billed to Adviser and Affiliated Fund Service Providers | | | Tax Fees Billed to Adviser and Affiliated Fund Service Providers | | | All Other Fees Billed to Adviser and Affiliated Fund Service Providers | |
| | | | |
Nuveen Investment Trust II | | | | | | | $0 | | | | $0 | | | | $0 | |
| | |
| | | | | | Percentage Approved Pursuant to Pre-approval Exception | |
| | | | | Audit-Related Fees Billed to Adviser and Affiliated Fund
Service Providers | | | Tax Fees Billed to Adviser and Affiliated Fund Service Providers | | | All Other Fees Billed to Adviser and Affiliated Fund Service Providers | |
| | | | |
| | | | | | | 0% | | | | 0% | | | | 0% | |
| | | | |
| Fiscal Year Ended August 31, 2023 | | | | | Audit-Related Fees Billed to Adviser and Affiliated Fund Service Providers | | | Tax Fees Billed to Adviser and Affiliated Fund Service Providers | | | All Other Fees Billed to Adviser and Affiliated Fund Service Providers | |
| | | | |
Nuveen Investment Trust II | | | | | | | $0 | | | | $0 | | | | $0 | |
| | |
| | | | | Percentage Approved Pursuant to Pre-approval Exception | |
| | | | | Audit-Related Fees Billed to Adviser and Affiliated Fund Service Providers | | | Tax Fees Billed to Adviser and Affiliated Fund Service Providers | | | All Other Fees Billed to Adviser and Affiliated Fund Service Providers | |
| | | | |
| | | | | | | 0% | | | | 0% | | | | 0% | |
| | | | | | | | | | | | | | | | |
| Fiscal Year Ended August 31, 2024 | | Total Non-Audit Fees Billed to Fund | | | Total Non-Audit Fees Billed to Adviser and Affiliated Fund Service Providers (engagements related directly to the operations and financial reporting of the Trust) | | | Total Non-Audit Fees Billed to Adviser and Affiliated Fund Service Providers (all other engagements) | | | Total | |
| | | | |
Nuveen Equity Long/Short Fund | | | $0 | | | | $0 | | | | $0 | | | | $0 | |
| | | | | | | | | | | | | | | | |
| | | | |
Total | | | $0 | | | | $0 | | | | $0 | | | | $0 | |
“Non-Audit Fees billed to Fund” for both fiscal year ends represent “Tax Fees” and “All Other Fees” billed to Fund in their respective amounts from the previous table.
Less than 50 percent of the hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.
| | | | | | | | | | | | | | | | |
| Fiscal Year Ended August 31, 2023 | | Total Non-Audit Fees Billed to Fund | | | Total Non-Audit Fees Billed to Adviser and Affiliated Fund Service Providers (engagements related directly to the operations and financial reporting of the Trust) | | | Total Non-Audit Fees Billed to Adviser and Affiliated Fund Service Providers (all other engagements) | | | Total | |
| | | | |
Nuveen Equity Long/Short Fund | | | $809 | | | | $0 | | | | $0 | | | | $809 | |
| | | | | | | | | | | | | | | | |
| Fiscal Year Ended August 31, 2023 | | Total Non-Audit Fees Billed to Fund | | | Total Non-Audit Fees Billed to Adviser and Affiliated Fund Service Providers (engagements related directly to the operations and financial reporting of the Trust) | | | Total Non-Audit Fees Billed to Adviser and Affiliated Fund Service Providers (all other engagements) | | | Total | |
| | | | | | | | | | | | | | | | |
| | | | |
Total | | | $809 | | | | $0 | | | | $0 | | | | $809 | |
“Non-Audit Fees billed to Fund” for both fiscal year ends represent “Tax Fees” and “All Other Fees” billed to Fund in their respective amounts from the previous table.
Audit Committee Pre-Approval Policies and Procedures. Generally, the Audit Committee must approve (i) all non-audit services to be performed for the Funds by the Funds’ independent accountant and (ii) all audit and non-audit services to be performed by the Funds’ independent accountant for the Affiliated Fund Service Providers with respect to the operations and financial reporting of the Funds. Regarding tax and research projects conducted by the independent accountant for the Funds and Affiliated Fund Service Providers (with respect to operations and financial reports of the Trust), such engagements will be (i) pre-approved by the Audit Committee if they are expected to be for amounts greater than $10,000; (ii) reported to the Audit Committee Chair for his verbal approval prior to engagement if they are expected to be for amounts under $10,000 but greater than $5,000; and (iii) reported to the Audit Committee at the next Audit Committee meeting if they are expected to be for an amount under $5,000.
Item 4(i) and Item 4(j) are not applicable to the registrant.
| Item 5. | Audit Committee of Listed Registrants. |
Not applicable to this registrant.
| (a) | Schedule of Investments is included as part of the financial statements filed under Item 7 of this Form N-CSR. |
| Item 7. | Financial Statements and Financial Highlights for Open-End Management Investment Companies. |
Report
of
Independent
Registered
Public
Accounting
Firm
To
the
Shareholders
and
Board
of
Trustees
Nuveen
Investment
Trust
II:
Opinion
on
the
Financial
Statements
We
have
audited
the
accompanying
statement
of
assets
and
liabilities
of
Nuveen
Equity
Long/Short
Fund
(one
of
the
funds
comprising
Nuveen
Investment
Trust
II)
(the
Fund),
including
the
portfolio
of
investments,
as
of
August
31,
2024,
the
related
statements
of
operations
and
cash
flows
for
the
year
then
ended,
the
statement
of
changes
in
net
assets
for
each
of
the
years
in
the
two-year
period
then
ended,
and
the
related
notes
(collectively,
the
financial
statements)
and
the
financial
highlights
for
each
of
the
years
in
the
five-year
period
then
ended.
In
our
opinion,
the
financial
statements
and
financial
highlights
present
fairly,
in
all
material
respects,
the
financial
position
of
the
Fund
as
of
August
31,
2024,
the
results
of
its
operations
and
its
cash
flows
for
the
year
then
ended,
the
changes
in
its
net
assets
for
each
of
the
years
in
the
two-year
period
then
ended,
and
the
financial
highlights
for
each
of
the
years
in
the
five-year
period
then
ended,
in
conformity
with
U.S.
generally
accepted
accounting
principles.
Basis
for
Opinion
These
financial
statements
and
financial
highlights
are
the
responsibility
of
the
Fund's
management.
Our
responsibility
is
to
express
an
opinion
on
these
financial
statements
and
financial
highlights
based
on
our
audits.
We
are
a
public
accounting
firm
registered
with
the
Public
Company
Accounting
Oversight
Board
(United
States)
(PCAOB)
and
are
required
to
be
independent
with
respect
to
the
Fund
in
accordance
with
the
U.S.
federal
securities
laws
and
the
applicable
rules
and
regulations
of
the
Securities
and
Exchange
Commission
and
the
PCAOB.
We
conducted
our
audits
in
accordance
with
the
standards
of
the
PCAOB.
Those
standards
require
that
we
plan
and
perform
the
audit
to
obtain
reasonable
assurance
about
whether
the
financial
statements
and
financial
highlights
are
free
of
material
misstatement,
whether
due
to
error
or
fraud.
Our
audits
included
performing
procedures
to
assess
the
risks
of
material
misstatement
of
the
financial
statements
and
financial
highlights,
whether
due
to
error
or
fraud,
and
performing
procedures
that
respond
to
those
risks.
Such
procedures
included
examining,
on
a
test
basis,
evidence
regarding
the
amounts
and
disclosures
in
the
financial
statements
and
financial
highlights.
Such
procedures
also
included
confirmation
of
securities
owned
as
of
August
31,
2024,
by
correspondence
with
custodians
and
brokers;
when
replies
were
not
received
from
brokers,
we
performed
other
auditing
procedures.
Our
audits
also
included
evaluating
the
accounting
principles
used
and
significant
estimates
made
by
management,
as
well
as
evaluating
the
overall
presentation
of
the
financial
statements
and
financial
highlights.
We
believe
that
our
audits
provide
a
reasonable
basis
for
our
opinion.
/s/
KPMG
LLP
We
have
served
as
the
auditor
of
one
or
more
Nuveen
investment
companies
since
2014.
Chicago,
Illinois
October
29,
2024
Nuveen
Equity
Long/Short
Fund
Portfolio
of
Investments
August
31,
2024
Shares
Description
(a)
Value
LONG-TERM
INVESTMENTS
-
99.0%
X
–
COMMON
STOCKS
-
99
.0
%
X
130,188,912
AUTOMOBILES
&
COMPONENTS
-
0.6%
3,900
(b)
Tesla
Inc
$
835,029
TOTAL
AUTOMOBILES
&
COMPONENTS
835,029
BANKS
-
4.7%
19,500
Citigroup
Inc
1,221,480
32,800
Fifth
Third
Bancorp
1,400,232
9,600
JPMorgan
Chase
&
Co
2,158,080
7,800
M&T
Bank
Corp
1,342,458
TOTAL
BANKS
6,122,250
CAPITAL
GOODS
-
8.9%
13,300
AECOM
1,331,862
4,400
AMETEK
Inc
752,620
3,900
Eaton
Corp
PLC
1,197,027
27,700
Flowserve
Corp
1,381,676
7,200
Honeywell
International
Inc
1,496,952
2,800
Hubbell
Inc
1,119,776
15,300
nVent
Electric
PLC
1,039,788
1,300
Parker-Hannifin
Corp
780,260
3,300
Trane
Technologies
PLC
1,193,478
8,400
Westinghouse
Air
Brake
Technologies
Corp
1,424,388
TOTAL
CAPITAL
GOODS
11,717,827
COMMERCIAL
&
PROFESSIONAL
SERVICES
-
2.1%
12,600
Veralto
Corp
1,416,618
5,000
Verisk
Analytics
Inc
1,364,100
TOTAL
COMMERCIAL
&
PROFESSIONAL
SERVICES
2,780,718
CONSUMER
DISCRETIONARY
DISTRIBUTION
&
RETAIL
-
6.2%
14,700
(b)
Amazon.com
Inc
2,623,950
6,500
Ferguson
Enterprises
Inc
1,337,115
3,350
Home
Depot
Inc/The
1,234,475
1,200
(b)
O'Reilly
Automotive
Inc
1,355,964
7,900
TJX
Cos
Inc/The
926,433
16,400
(b)
Valvoline
Inc
692,080
TOTAL
CONSUMER
DISCRETIONARY
DISTRIBUTION
&
RETAIL
8,170,017
CONSUMER
DURABLES
&
APPAREL
-
0.7%
13,900
(b)
Skechers
USA
Inc,
Class
A
951,872
TOTAL
CONSUMER
DURABLES
&
APPAREL
951,872
CONSUMER
SERVICES
-
3.4%
17,000
Boyd
Gaming
Corp
1,020,340
24,900
Las
Vegas
Sands
Corp
970,851
6,500
(b)
Royal
Caribbean
Cruises
Ltd
1,070,030
14,900
Starbucks
Corp
1,409,093
TOTAL
CONSUMER
SERVICES
4,470,314
CONSUMER
STAPLES
DISTRIBUTION
&
RETAIL
-
2.5%
1,650
Costco
Wholesale
Corp
1,472,427
22,800
Walmart
Inc
1,760,844
TOTAL
CONSUMER
STAPLES
DISTRIBUTION
&
RETAIL
3,233,271
Shares
Description
(a)
Value
ENERGY
-
3.7%
6,400
Cheniere
Energy
Inc
$
1,185,664
11,000
ConocoPhillips
1,251,690
15,300
Exxon
Mobil
Corp
1,804,482
46,500
Permian
Resources
Corp
662,160
TOTAL
ENERGY
4,903,996
EQUITY
REAL
ESTATE
INVESTMENT
TRUSTS
(REITS)
-
2.3%
28,500
Cousins
Properties
Inc
812,535
8,000
Crown
Castle
Inc
896,160
10,100
Prologis
Inc
1,290,982
TOTAL
EQUITY
REAL
ESTATE
INVESTMENT
TRUSTS
(REITS)
2,999,677
FINANCIAL
SERVICES
-
7.6%
6,100
American
Express
Co
1,577,765
3,200
Ameriprise
Financial
Inc
1,438,208
12,400
Charles
Schwab
Corp/The
807,240
8,600
(b)
Fiserv
Inc
1,501,560
5,100
Intercontinental
Exchange
Inc
823,905
2,100
Mastercard
Inc,
Class
A
1,015,014
19,300
Nasdaq
Inc
1,391,144
2,700
S&P
Global
Inc
1,385,748
TOTAL
FINANCIAL
SERVICES
9,940,584
FOOD,
BEVERAGE
&
TOBACCO
-
1.8%
11,300
Mondelez
International
Inc,
Class
A
811,453
12,500
Philip
Morris
International
Inc
1,541,125
TOTAL
FOOD,
BEVERAGE
&
TOBACCO
2,352,578
HEALTH
CARE
EQUIPMENT
&
SERVICES
-
5.6%
19,200
(b)
Boston
Scientific
Corp
1,570,368
1,600
Elevance
Health
Inc
891,024
4,500
Stryker
Corp
1,621,890
3,250
UnitedHealth
Group
Inc
1,918,150
6,000
(b)
Veeva
Systems
Inc,
Class
A
1,298,640
TOTAL
HEALTH
CARE
EQUIPMENT
&
SERVICES
7,300,072
HOUSEHOLD
&
PERSONAL
PRODUCTS
-
0.5%
6,600
Estee
Lauder
Cos
Inc/The,
Class
A
604,956
TOTAL
HOUSEHOLD
&
PERSONAL
PRODUCTS
604,956
INSURANCE
-
1.0%
12,200
(b)
Arch
Capital
Group
Ltd
1,379,698
TOTAL
INSURANCE
1,379,698
MATERIALS
-
4.3%
5,450
Celanese
Corp
711,770
21,600
Corteva
Inc
1,237,680
17,000
DuPont
de
Nemours
Inc
1,432,250
2,700
Linde
PLC
1,291,275
19,800
Smurfit
WestRock
PLC
938,916
TOTAL
MATERIALS
5,611,891
MEDIA
&
ENTERTAINMENT
-
7.4%
15,600
Alphabet
Inc,
Class
A
2,548,728
12,900
(b)
Live
Nation
Entertainment
Inc
1,259,943
4,700
Meta
Platforms
Inc
2,450,157
1,800
(b)
Netflix
Inc
1,262,430
3,700
(b)
Take-Two
Interactive
Software
Inc
598,327
Nuveen
Equity
Long/Short
Fund
(continued)
Portfolio
of
Investments
August
31,
2024
Shares
Description
(a)
Value
MEDIA
&
ENTERTAINMENT
(continued)
17,300
Walt
Disney
Co/The
$
1,563,574
TOTAL
MEDIA
&
ENTERTAINMENT
9,683,159
PHARMACEUTICALS,
BIOTECHNOLOGY
&
LIFE
SCIENCES
-
6.7%
14,300
(b)
BioMarin
Pharmaceutical
Inc
1,304,303
24,000
Bristol-Myers
Squibb
Co
1,198,800
45,800
(b)
Elanco
Animal
Health
Inc
708,526
1,875
Eli
Lilly
&
Co
1,800,037
36,000
(b)
Exelixis
Inc
937,080
9,400
Merck
&
Co
Inc
1,113,430
775
(b)
Regeneron
Pharmaceuticals
Inc
918,135
6,200
(b)
Sarepta
Therapeutics
Inc
841,836
TOTAL
PHARMACEUTICALS,
BIOTECHNOLOGY
&
LIFE
SCIENCES
8,822,147
SEMICONDUCTORS
&
SEMICONDUCTOR
EQUIPMENT
-
7.6%
4,200
Applied
Materials
Inc
828,492
14,600
Broadcom
Inc
2,377,172
15,600
Micron
Technology
Inc
1,501,344
44,800
NVIDIA
Corp
5,347,776
TOTAL
SEMICONDUCTORS
&
SEMICONDUCTOR
EQUIPMENT
10,054,784
SOFTWARE
&
SERVICES
-
10.3%
15,650
Microsoft
Corp
6,528,241
12,500
Oracle
Corp
1,766,125
4,300
(b)
Palo
Alto
Networks
Inc
1,559,696
7,500
(b)
PTC
Inc
1,343,175
5,650
Salesforce
Inc
1,428,885
1,125
(b)
ServiceNow
Inc
961,875
TOTAL
SOFTWARE
&
SERVICES
13,587,997
TECHNOLOGY
HARDWARE
&
EQUIPMENT
-
7.2%
29,000
Apple
Inc
6,641,000
4,400
(b)
Arista
Networks
Inc
1,554,872
37,900
Vontier
Corp
1,327,637
TOTAL
TECHNOLOGY
HARDWARE
&
EQUIPMENT
9,523,509
TELECOMMUNICATION
SERVICES
-
0.6%
4,000
T-Mobile
US
Inc
794,880
TOTAL
TELECOMMUNICATION
SERVICES
794,880
UTILITIES
-
3.3%
22,000
Alliant
Energy
Corp
1,281,940
19,400
NextEra
Energy
Inc
1,561,894
9,100
Southern
Co/The
786,240
8,400
Vistra
Corp
717,612
TOTAL
UTILITIES
4,347,686
TOTAL
COMMON
STOCKS
(cost
$90,257,857)
130,188,912
TOTAL
LONG-TERM
INVESTMENTS
(cost
$90,257,857)
130,188,912
Principal
Amount
(000)
Description
(a)
Coupon
Maturity
Value
SHORT-TERM
INVESTMENTS
-
0.6%
X
–
REPURCHASE
AGREEMENTS
-
0
.6
%
X
825,000
$
825
(c)
Fixed
Income
Clearing
Corporation
5.290%
9/03/24
$
825,000
TOTAL
REPURCHASE
AGREEMENTS
(cost
$825,000)
825,000
TOTAL
SHORT-TERM
INVESTMENTS
(cost
$825,000)
825,000
TOTAL
INVESTMENTS
(cost
$
91,082,857
)
-
99
.6
%
131,013,912
Shares
Description
(a)
Value
-38154298
COMMON
STOCKS
SOLD
SHORT
-
(29.0)%(d)
X
(
38,154,298
)
AUTOMOBILES
&
COMPONENTS
-
(
0
.3
)
%
(3,800)
Thor
Industries
Inc
$
(
407,588
)
Total
AUTOMOBILES
&
COMPONENTS
(
407,588
)
a
a
a
a
a
a
a
a
a
BANKS
-
(
0
.3
)
%
(23,800)
KeyCorp
(
406,028
)
Total
BANKS
(
406,028
)
a
a
a
a
a
a
a
a
a
CAPITAL
GOODS
-
(
3
.4
)
%
(5,000)
A
O
Smith
Corp
(
418,600
)
(4,600)
AGCO
Corp
(
418,784
)
(4,000)
BWX
Technologies
Inc
(
412,000
)
(5,400)
Fortune
Brands
Innovations
Inc
(
428,814
)
(4,700)
Graco
Inc
(
391,745
)
(6,300)
Hexcel
Corp
(
398,727
)
(5,100)
Johnson
Controls
International
plc
(
371,535
)
(3,700)
Otis
Worldwide
Corp
(
350,353
)
(1,400)
Rockwell
Automation
Inc
(
380,842
)
(3,000)
(b)
SiteOne
Landscape
Supply
Inc
(
425,580
)
(4,500)
Toro
Co/The
(
416,700
)
Total
CAPITAL
GOODS
(
4,413,680
)
a
a
a
a
a
a
a
a
a
COMMERCIAL
&
PROFESSIONAL
SERVICES
-
(
1
.3
)
%
(1,150)
Equifax
Inc
(
353,199
)
(6,500)
KBR
Inc
(
450,840
)
(6,800)
Robert
Half
Inc
(
426,156
)
(4,500)
TransUnion
(
435,645
)
Total
COMMERCIAL
&
PROFESSIONAL
SERVICES
(
1,665,840
)
a
a
a
a
a
a
a
a
a
CONSUMER
DISCRETIONARY
DISTRIBUTION
&
RETAIL
-
(
0
.9
)
%
(3,800)
Best
Buy
Co
Inc
(
381,520
)
(1,125)
Pool
Corp
(
395,572
)
(1,400)
Tractor
Supply
Co
(
374,570
)
Total
CONSUMER
DISCRETIONARY
DISTRIBUTION
&
RETAIL
(
1,151,662
)
a
a
a
a
a
a
a
a
a
CONSUMER
DURABLES
&
APPAREL
-
(
0
.7
)
%
(32,500)
Leggett
&
Platt
Inc
(
410,800
)
(8,500)
Tempur
Sealy
International
Inc
(
445,655
)
Total
CONSUMER
DURABLES
&
APPAREL
(
856,455
)
a
a
a
a
a
a
a
a
a
CONSUMER
SERVICES
-
(
1
.1
)
%
(2,800)
(b)
Airbnb
Inc,
Class
A
(
328,468
)
(3,100)
Churchill
Downs
Inc
(
430,807
)
(2,700)
(b)
DoorDash
Inc,
Class
A
(
347,517
)
(2,600)
Yum!
Brands
Inc
(
350,792
)
Total
CONSUMER
SERVICES
(
1,457,584
)
a
a
a
a
a
a
a
a
a
CONSUMER
STAPLES
DISTRIBUTION
&
RETAIL
-
(
0
.5
)
%
(6,800)
Kroger
Co/The
(
361,828
)
(1,900)
Target
Corp
(
291,878
)
Total
CONSUMER
STAPLES
DISTRIBUTION
&
RETAIL
(
653,706
)
a
a
a
a
a
a
a
a
a
Nuveen
Equity
Long/Short
Fund
(continued)
Portfolio
of
Investments
August
31,
2024
Shares
Description
(a)
Value
ENERGY
-
(
1
.1
)
%
(11,700)
EQT
Corp
$
(
392,067
)
(3,900)
ONEOK
Inc
(
360,204
)
(2,300)
Phillips
66
(
322,713
)
(6,900)
Williams
Cos
Inc/The
(
315,813
)
Total
ENERGY
(
1,390,797
)
a
a
a
a
a
a
a
a
a
EQUITY
REAL
ESTATE
INVESTMENT
TRUSTS
(REITS)
-
(
1
.4
)
%
(8,300)
CubeSmart
(
430,189
)
(1,000)
Public
Storage
(
343,720
)
(5,200)
Realty
Income
Corp
(
322,972
)
(2,800)
Sun
Communities
Inc
(
378,672
)
(9,700)
UDR
Inc
(
431,747
)
Total
EQUITY
REAL
ESTATE
INVESTMENT
TRUSTS
(REITS)
(
1,907,300
)
a
a
a
a
a
a
a
a
a
FINANCIAL
SERVICES
-
(
1
.3
)
%
(2,200)
Capital
One
Financial
Corp
(
323,246
)
(2,400)
Jack
Henry
&
Associates
Inc
(
415,272
)
(550)
Moody's
Corp
(
268,257
)
(4,500)
State
Street
Corp
(
391,950
)
(3,500)
T
Rowe
Price
Group
Inc
(
371,140
)
Total
FINANCIAL
SERVICES
(
1,769,865
)
a
a
a
a
a
a
a
a
a
FOOD,
BEVERAGE
&
TOBACCO
-
(
1
.0
)
%
(1,550)
(b)
Boston
Beer
Co
Inc/The,
Class
A
(
421,166
)
(8,100)
Molson
Coors
Beverage
Co,
Class
B
(
437,157
)
(9,700)
(b)
Pilgrim's
Pride
Corp
(
451,826
)
Total
FOOD,
BEVERAGE
&
TOBACCO
(
1,310,149
)
a
a
a
a
a
a
a
a
a
HEALTH
CARE
EQUIPMENT
&
SERVICES
-
(
2
.9
)
%
(3,400)
Cardinal
Health
Inc
(
383,248
)
(3,600)
(b)
Cooper
Cos
Inc/The
(
380,628
)
(5,000)
CVS
Health
Corp
(
286,200
)
(5,200)
(b)
Edwards
Lifesciences
Corp
(
363,792
)
(4,800)
(b)
Hologic
Inc
(
389,952
)
(700)
(b)
IDEXX
Laboratories
Inc
(
336,931
)
(1,850)
Labcorp
Holdings
Inc
(
425,297
)
(3,500)
(b)
Masimo
Corp
(
411,320
)
(2,800)
Quest
Diagnostics
Inc
(
439,516
)
(1,700)
STERIS
PLC
(
409,870
)
Total
HEALTH
CARE
EQUIPMENT
&
SERVICES
(
3,826,754
)
a
a
a
a
a
a
a
a
a
HOUSEHOLD
&
PERSONAL
PRODUCTS
-
(
0
.3
)
%
(2,500)
Kimberly-Clark
Corp
(
361,650
)
Total
HOUSEHOLD
&
PERSONAL
PRODUCTS
(
361,650
)
a
a
a
a
a
a
a
a
a
INSURANCE
-
(
1
.0
)
%
(3,100)
Aflac
Inc
(
342,116
)
(950)
Chubb
Ltd
(
269,971
)
(4,800)
Principal
Financial
Group
Inc
(
390,816
)
(3,000)
Prudential
Financial
Inc
(
363,480
)
Total
INSURANCE
(
1,366,383
)
a
a
a
a
a
a
a
a
a
MATERIALS
-
(
2
.1
)
%
(6,500)
Ball
Corp
(
414,765
)
(4,900)
CF
Industries
Holdings
Inc
(
407,141
)
(1,300)
Ecolab
Inc
(
329,134
)
(8,500)
International
Paper
Co
(
411,570
)
(3,900)
LyondellBasell
Industries
NV,
Class
A
(
384,930
)
(700)
Martin
Marietta
Materials
Inc
(
373,912
)
(3,400)
Steel
Dynamics
Inc
(
406,334
)
Total
MATERIALS
(
2,727,786
)
a
a
a
a
a
a
a
a
a
MEDIA
&
ENTERTAINMENT
-
(
0
.3
)
%
(7,900)
New
York
Times
Co/The,
Class
A
(
433,947
)
Total
MEDIA
&
ENTERTAINMENT
(
433,947
)
a
a
a
a
a
a
a
a
a
Shares
Description
(a)
Value
PHARMACEUTICALS,
BIOTECHNOLOGY
&
LIFE
SCIENCES
-
(
1
.5
)
%
(5,400)
Bio-Techne
Corp
$
(
399,546
)
(1,400)
(b)
IQVIA
Holdings
Inc
(
352,170
)
(8,500)
QIAGEN
NV
(
388,535
)
(3,200)
Revvity
Inc
(
392,128
)
(1,200)
(b)
Waters
Corp
(
415,620
)
Total
PHARMACEUTICALS,
BIOTECHNOLOGY
&
LIFE
SCIENCES
(
1,947,999
)
a
a
a
a
a
a
a
a
a
REAL
ESTATE
MANAGEMENT
&
DEVELOPMENT
-
(
0
.3
)
%
(7,600)
(b)
Zillow
Group
Inc,
Class
C
(
420,280
)
Total
REAL
ESTATE
MANAGEMENT
&
DEVELOPMENT
(
420,280
)
a
a
a
a
a
a
a
a
a
SEMICONDUCTORS
&
SEMICONDUCTOR
EQUIPMENT
-
(
1
.2
)
%
(3,600)
Entegris
Inc
(
417,132
)
(9,100)
(b)
GLOBALFOUNDRIES
Inc
(
424,788
)
(5,100)
(b)
ON
Semiconductor
Corp
(
397,137
)
(3,700)
Skyworks
Solutions
Inc
(
405,483
)
Total
SEMICONDUCTORS
&
SEMICONDUCTOR
EQUIPMENT
(
1,644,540
)
a
a
a
a
a
a
a
a
a
SOFTWARE
&
SERVICES
-
(
2
.8
)
%
(1,700)
(b)
Aspentech
Corp
(
398,038
)
(1,400)
(b)
Autodesk
Inc
(
361,760
)
(4,500)
(b)
Cloudflare
Inc,
Class
A
(
369,630
)
(4,400)
Cognizant
Technology
Solutions
Corp,
Class
A
(
342,188
)
(1,200)
(b)
Crowdstrike
Holdings
Inc,
Class
A
(
332,736
)
(7,600)
(b)
Dayforce
Inc
(
434,492
)
(4,600)
(b)
Elastic
NV
(
350,474
)
(700)
(b)
Gartner
Inc
(
344,372
)
(1,400)
(b)
Manhattan
Associates
Inc
(
370,202
)
(625)
(b)
Tyler
Technologies
Inc
(
367,419
)
Total
SOFTWARE
&
SERVICES
(
3,671,311
)
a
a
a
a
a
a
a
a
a
TECHNOLOGY
HARDWARE
&
EQUIPMENT
-
(
0
.6
)
%
(1,700)
CDW
Corp/DE
(
383,588
)
(2,000)
(b)
F5
Inc
(
406,300
)
Total
TECHNOLOGY
HARDWARE
&
EQUIPMENT
(
789,888
)
a
a
a
a
a
a
a
a
a
TRANSPORTATION
-
(
1
.2
)
%
(2,350)
Landstar
System
Inc
(
429,016
)
(1,300)
Norfolk
Southern
Corp
(
333,008
)
(15,400)
Schneider
National
Inc,
Class
B
(
417,494
)
(6,800)
U-Haul
Holding
Co
(
464,780
)
Total
TRANSPORTATION
(
1,644,298
)
a
a
a
a
a
a
a
a
a
UTILITIES
-
(
1
.5
)
%
(3,000)
Atmos
Energy
Corp
(
392,220
)
(4,200)
Edison
International
(
365,526
)
(3,200)
Entergy
Corp
(
386,208
)
(13,300)
NiSource
Inc
(
439,698
)
(4,200)
Sempra
(
345,156
)
Total
UTILITIES
(
1,928,808
)
a
a
a
a
a
a
a
a
a
Total
Common
Stocks
Sold
Short
(proceeds
$36,154,072)
(
38,154,298
)
OTHER
ASSETS
&
LIABILITIES,
NET
- 29.4%
38,694,745
NET
ASSETS
-
100%
$
131,554,359
(a)
All
percentages
shown
in
the
Portfolio
of
Investments
are
based
on
net
assets.
(b)
Non-income
producing;
issuer
has
not
declared
an
ex-dividend
date
within
the
past
twelve
months.
(c)
Agreement
with
Fixed
Income
Clearing
Corporation,
5.290%
dated
8/30/24
to
be
repurchased
at
$825,485
on
9/3/24,
collateralized
by
Government
Agency
Securities,
with
coupon
rate
4.125%
and
maturity
date
7/31/31,
valued
at
$841,632.
Nuveen
Equity
Long/Short
Fund
(continued)
Portfolio
of
Investments
August
31,
2024
(d)
The
Fund
may
pledge
up
to
100%
of
its
eligible
long-term
investments
in
the
Portfolio
of
Investments
as
collateral
for
Common
Stocks
Sold
Short.
As
of
the
end
of
the
reporting
period,
long-term
investments
with
a
value
of
$33,943,939
have
been
pledged
as
collateral
for
Common
Stocks
Sold
Short.
S&P
Standard
&
Poor's
See
Notes
to
Financial
Statements
Statement
of
Assets
and
Liabilities
See
Notes
to
Financial
Statements
August
31,
2024
Equity
Long/
Short
ASSETS
Long-term
investments,
at
value
†
$
130,188,912
Short-term
investments,
at
value
◊
825,000
Cash
31,221
Cash
collateral
at
brokers
for
common
stocks
sold
short
(1)
38,317,699
Receivables:
Dividends
104,691
Interest
242
Investments
sold
319,184
Reimbursement
from
Adviser
27,166
Shares
sold
126,551
Other
536,950
Total
assets
170,477,616
LIABILITIES
Common
stocks
sold
short,
at
value
§
38,154,298
Payables:
Management
fees
133,510
Dividends
on
common
stocks
sold
short
55,017
Investments
purchased
-
regular
settlement
455,007
Shares
redeemed
12,605
Accrued
expenses:
Custodian
fees
24,680
Trustees
fees
4,672
Professional
fees
24,291
Shareholder
reporting
expenses
19,081
Shareholder
servicing
agent
fees
28,775
12b-1
distribution
and
service
fees
11,321
Total
liabilities
38,923,257
Net
assets
$
131,554,359
NET
ASSETS
CONSIST
OF:
Paid-in
capital
$
89,941,227
Total
distributable
earnings
(loss)
41,613,132
Net
assets
$
131,554,359
†
Long-term
investments,
cost
$
90,257,857
◊
Short-term
investments,
cost
$
825,000
§
Common
stocks
sold
short,
proceeds
$
36,154,072
(1)
Cash
pledged
as
collateral
for
common
stocks
sold
short
is
in
addition
to
the
Fund’s
securities
pledged
as
collateral
as
noted
in
the
Portfolio
of
Investments.
Statement
of
Assets
and
Liabilities
(continued)
See
Notes
to
Financial
Statements
Equity
Long/
Short
CLASS
A:
Net
assets
$
22,369,938
Shares
outstanding
389,373
Net
asset
value
("NAV")
per
share
$
57.45
Maximum
sales
charge
5.75%
Offering
price
per
share
(NAV
per
share
plus
maximum
sales
charge)
$
60.95
CLASS
C:
Net
assets
$
8,184,195
Shares
outstanding
162,559
NAV
and
offering
price
per
share
$
50.35
CLASS
I:
Net
assets
$
101,000,226
Shares
outstanding
1,685,707
NAV
and
offering
price
per
share
$
59.92
Authorized
shares
-
per
class
Unlimited
Par
value
per
share
$
0.01
See
Notes
to
Financial
Statements
Year
Ended
August
31,
2024
Equity
Long/Short
INVESTMENT
INCOME
Affiliated
income
$
67,792
Dividends
1,458,305
Interest
66,051
Prime
brokerage
credits
1,682,431
Total
investment
income
3,274,579
EXPENSES
–
Management
fees
1,460,716
12b-1
service
fees
-
Class
A
53,032
12b-1
distribution
and
service
fees
-
Class
C
79,407
Shareholder
servicing
agent
fees
-
Class
A
17,907
Shareholder
servicing
agent
fees
-
Class
C
6,758
Shareholder
servicing
agent
fees
-
Class
I
73,817
Interest
expense
1,983
Trustees
fees
4,433
Custodian
expenses
37,338
Dividends
expense
on
common
stocks
sold
short
665,583
Registration
fees
54,085
Professional
fees
72,486
Shareholder
reporting
expenses
44,338
Other
14,376
Total
expenses
before
fee
waiver/expense
reimbursement
2,586,259
Fee
waiver/expense
reimbursement
(209,711)
Net
expenses
2,376,548
Net
investment
income
(loss)
898,031
REALIZED
AND
UNREALIZED
GAIN
(LOSS)
Realized
gain
(loss)
from:
Investments
7,446,663
Common
stocks
sold
short
(1,801,011)
Net
realized
gain
(loss)
5,645,652
Change
in
unrealized
appreciation
(depreciation)
on:
Investments
16,651,863
Common
stocks
sold
short
(2,935,305)
Net
change
in
unrealized
appreciation
(depreciation)
13,716,558
Net
realized
and
unrealized
gain
(loss)
19,362,210
Net
increase
(decrease)
in
net
assets
from
operations
$
20,260,241
Statement
of
Changes
in
Net
Assets
See
Notes
to
Financial
Statements
Equity
Long/Short
Year
Ended
8/31/24
Year
Ended
8/31/23
OPERATIONS
Net
investment
income
(loss)
$
898,032
$
(295,119)
Net
realized
gain
(loss)
5,645,652
(1,420,765)
Net
change
in
unrealized
appreciation
(depreciation)
13,716,558
12,726,299
Net
increase
(decrease)
in
net
assets
from
operations
20,260,242
11,010,415
DISTRIBUTIONS
TO
SHAREHOLDERS
Dividends:
Class
A
(731,681)
(1,570,059)
Class
C
(254,169)
(620,537)
Class
I
(3,398,713)
(4,519,147)
Total
distributions
(4,384,563)
(6,709,743)
FUND
SHARE
TRANSACTIONS
Subscriptions
37,527,286
14,664,036
Reinvestments
of
distributions
4,376,095
6,696,140
Redemptions
(37,128,412)
(29,267,063)
Net
increase
(decrease)
from
Fund
share
transactions
4,774,969
(7,906,887)
Capital
contribution
from
the
Adviser
484,755
3,218,047
Net
increase
(decrease)
in
net
assets
21,135,403
(388,168)
Net
assets
at
the
beginning
of
period
110,418,956
110,807,124
Net
assets
at
the
end
of
period
$
131,554,359
$
110,418,956
See
Notes
to
Financial
Statements
The
following
table
provides
a
reconciliation
of
cash
and
cash
collateral
at
brokers
to
the
Statement
of
Assets
and
Liabilities:
Year
Ended
August
31,
2024
Equity
Long/
Short
CASH
FLOWS
FROM
OPERATING
ACTIVITIES
Net
Increase
(Decrease)
in
Net
Assets
from
Operations
$
20,260,242
Adjustments
to
reconcile
the
net
increase
(decrease)
in
net
assets
from
operations
to
net
cash
provided
by
(used
in)
operating
activities:
Purchases
of
investments
(
75,402,675
)
Purchases
of
common
stock
sold
short
(
36,967,702
)
Proceeds
from
sale
and
maturities
of
investments
78,657,759
Proceeds
from
sales
of
common
stock
sold
short
38,225,637
Proceeds
from
(Purchase
of)
short-term
investments,
net
561,791
Proceeds
from
litigation
settlement
22,823
(Increase)
Decrease
in:
Receivable
for
dividends
10,708
Receivable
for
interest
(
55
)
Receivable
for
investments
sold
2,080,810
Receivable
for
reimbursement
from
Adviser
(
19,725
)
Other
assets
(
497,642
)
Increase
(Decrease)
in:
Payable
for
dividends
on
common
stocks
sold
short
(
5,590
)
Payable
for
interest
(
40
)
Payable
for
investments
purchased
-
regular
settlement
(
1,291,763
)
Payable
for
management
fees
29,376
Accrued
custodian
fees
(
1,113
)
Accrued
12b-1
distribution
and
service
fees
(
575
)
Accrued
Trustees
fees
(
1,760
)
Accrued
professional
fees
(
12,781
)
Accrued
shareholder
reporting
expenses
(
112
)
Accrued
shareholder
servicing
agent
fees
8,863
Net
realized
(gain)
loss
from
investments
(
7,446,663
)
Net
realized
(gain)
loss
from
common
stocks
sold
short
1,801,011
Net
change
in
unrealized
(appreciation)
depreciation
of
investments
(
16,651,863
)
Net
change
in
unrealized
(appreciation)
depreciation
of
common
stocks
sold
short
2,935,305
Net
cash
provided
by
(used
in)
operating
activities
6,294,266
CASH
FLOWS
FROM
FINANCING
ACTIVITIES
Proceeds
from
borrowings
109,747
(Repayments)
of
borrowings
(
109,747
)
Cash
distributions
paid
to
common
shareholders
(
8,468
)
Capital
contribution
from
the
Adviser
484,755
Subscriptions
37,727,341
Redemptions
(
37,134,486
)
Net
cash
provided
by
(used
in)
financing
activities
1,069,142
Net
increase
(decrease)
in
cash
and
cash
collateral
at
brokers
7,363,408
Cash
and
cash
collateral
at
brokers
at
the
beginning
of
period
30,985,512
Cash
and
cash
collateral
at
brokers
at
the
end
of
period
$
38,348,920
Equity
Long/
Short
Cash
$
31,221
Cash
collateral
at
broker
for
common
stocks
sold
short
38,317,699
Total
cash
and
cash
collateral
at
brokers
$
38,348,920
SUPPLEMENTAL
DISCLOSURE
OF
CASH
FLOW
INFORMATION
Equity
Long/
Short
Cash
paid
for
interest
$
5,510
Non-cash
financing
activities
not
included
herein
consists
of
reinvestments
of
share
distributions
4,376,095
Ratios
of
Dividends
Expense
on
Common
Stocks
Sold
Short
to
Average
Net
Assets
Ratios
of
Prime
Broker
Expenses
to
Average
Net
Assets
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
(NII)
(Loss)(b)
Net
Realized/
Unrealized
Gain
(Loss)
Total
From
NII
From
Net
Realized
Gains
Total
Net
Asset
Value,
End
of
Period
Equity
Long/Short
Class
A
8/31/24
$
49.84
$
0.34
$
9.28
$
9.62
$
(2.01)
$
—
$
(2.01)
$
57.45
8/31/23
46.40
(0.18)
6.65
6.47
—
(3.03)
(3.03)
49.84
8/31/22
52.35
(0.45)
(4.15)
(4.60)
—
(1.35)
(1.35)
46.40
8/31/21
41.40
(0.41)
11.36
10.95
—
—
—
52.35
8/31/20
40.61
(0.33)
1.12
0.79
—
—
—
41.40
Class
C
8/31/24
43.70
(0.05)
8.15
8.10
(1.45)
—
(1.45)
50.35
8/31/23
41.36
(0.47)
5.84
5.37
—
(3.03)
(3.03)
43.70
8/31/22
47.15
(0.74)
(3.70)
(4.44)
—
(1.35)
(1.35)
41.36
8/31/21
37.57
(0.68)
10.26
9.58
—
—
—
47.15
8/31/20
37.13
(0.57)
1.01
0.44
—
—
—
37.57
Class
I
8/31/24
51.96
0.49
9.68
10.17
(2.21)
—
(2.21)
59.92
8/31/23
48.13
(0.07)
6.93
6.86
—
(3.03)
(3.03)
51.96
8/31/22
54.12
(0.33)
(4.31)
(4.64)
—
(1.35)
(1.35)
48.13
8/31/21
42.70
(0.31)
11.73
11.42
—
—
—
54.12
8/31/20
41.77
(0.24)
1.17
0.93
—
—
—
42.70
(a)
Each
ratio
includes
the
effect
of
dividends
expense
on
common
stocks
sold
short
and
prime
broker
expenses
as
shown
in
the
following
table.
In
the
event
the
Fund
earns
credits
as
an
element
of
its
prime
broker
fee
agreement,
and
such
earned
credits
exceeded
prime
brokerage
fees,
the
Fund's
prime
broker
expense
for
the
reporting
period
will
be
zero.
See
Notes
for
Financial
Statements
for
more
information.
(b)
Based
on
average
shares
outstanding.
(c)
Total
returns
are
at
NAV
and
do
not
include
any
sales
charge.
Total
returns
are
not
annualized.
During
the
fiscal
years
ended
August
31,
2024
and
August
31,
2023,
Nuveen
Fund
Advisors,
LLC,
made
a
payment
to
the
Fund
to
reimburse
for
certain
interest
expenses
associated
with
the
Fund's
short
positions
that
were
unnecessarily
incurred
due
to
an
operational
issue.
This
payment
had
the
effect
of
increasing
the
Fund's
NAVs
by
the
following
amounts:
1)
Class
A
Shares
-
$0.22,
2)
Class
C
Shares
-
$0.19,
3)
Class
I
Shares
-
$0.22
for
the
fiscal
year
ended
August
31,
2024
and
1)
Class
A
Shares
-
$1.50,
2)
Class
C
Shares
-
$1.32,
3)
Class
I
Shares
-
$1.56
for
the
fiscal
year
ended
August
31,
2023.
As
a
result,
the
Fund's
total
returns
for
the
years
ended
August
31,
2024
and
August
31,
2023,
would
have
been
as
follows:
1)
Class
A
Shares
–
19.37%,
2)
Class
C
Shares
–
18.52%,
3)
Class
I
Shares
–
19.72%
and
1)
Class
A
Shares
-
11.30%,
2)
Class
C
Shares
-
10.36%,
3)
Class
I
Shares
-
11.78%,
respectively.
(d)
After
fee
waiver
and/or
expense
reimbursement
from
the
Adviser,
where
applicable.
See
Notes
to
Financial
Statements
for
more
information.
(e)
Includes
voluntary
compensation
from
the
Adviser
as
further
described
in
the
Notes
to
Financial
Statements.
See
Notes
to
Financial
Statements
Ratio/Supplemental
Data
Ratios
to
Average
Net
Assets(a)
Total
Return(c)
Net
Assets,
End
of
Period
(000)
Gross
Expenses
Net
Expenses(d)
NII
(Loss)(d),(e)
Portfolio
Turnover
Rate
19.83
%
$
22,370
2.37
%
2.18
%
0.64
%
98
%
15.04
25,720
2.42
2.21
(0.39)
77
(9.12)
24,434
2.40
2.22
(0.89)
94
26.45
28,482
2.63
2.53
(0.91)
200
1.95
33,016
3.09
2.98
(0.84)
168
18.94
8,184
3.12
2.93
(0.11)
98
14.17
7,800
3.17
2.96
(1.18)
77
(9.80)
8,797
3.15
2.96
(1.64)
94
25.50
12,112
3.39
3.29
(1.68)
200
1.19
12,761
3.84
3.72
(1.58)
168
20.14
101,000
2.12
1.93
0.89
98
15.33
76,899
2.17
1.96
(0.15)
77
(8.89)
77,576
2.14
1.96
(0.64)
94
26.74
106,132
2.40
2.30
(0.67)
200
2.23
130,871
2.85
2.73
(0.59)
168
Notes
to
Financial
Statements
1.
General
Information
Trust
and
Fund
Information:
The
Nuveen
Investment
Trust
II
(the
“Trust”)
is
an
open-end
management
investment
company
registered
under
the
Investment
Company
Act
of
1940
(the
“1940
Act”),
as
amended.
The
Trust
is
comprised
of
Nuveen
Equity
Long/Short
Fund
(the
’’Fund’’).
The
Trust
was
organized
as
a
Massachusetts
business
trust
on
June
27,
1997.
Current
Fiscal
Period:
The
end
of
the
reporting
period
for
the
Fund
is
August
31,
2024,
and
the
period
covered
by
these
Notes
to
Financial
Statements
is
the
fiscal
year
ended
August
31,
2024
(the
"current
fiscal
period").
Investment
Adviser
and
Sub-Adviser:
The
Fund’s
investment
adviser
is
Nuveen
Fund
Advisors,
LLC
(the
“Adviser”),
a
subsidiary
of
Nuveen,
LLC
(“Nuveen”).
Nuveen
is
the
investment
management
arm
of
Teachers
Insurance
and
Annuity
Association
of
America
(TIAA).
The
Adviser
has
overall
responsibility
for
management
of
the
Fund,
oversees
the
management
of
the
Fund’s
portfolio,
manages
the
Fund’s
business
affairs
and
provides
certain
clerical,
bookkeeping
and
other
administrative
services,
and,
if
necessary,
asset
allocation
decisions.
The
Adviser
has
entered
into
a
sub-advisory
agreement
with
Nuveen
Asset
Management,
LLC
(the
“Sub-Adviser”),
a
subsidiary
of
the
Adviser,
under
which
the
Sub-Adviser
manages
the
investment
portfolio
of
the
Fund.
Share
Classes
and
Sales
Charges:
Class
A
Shares
are
generally
sold
with
an
up-front
sales
charge.
Class
A
Share
purchases
of
$1
million
or
more
are
sold
at
net
asset
value
(“NAV”)
without
an
up-front
sales
charge
but
may
be
subject
to
a
contingent
deferred
sales
charge
(“CDSC”)
of
1%
if
redeemed
within
eighteen
months
of
purchase.
Class
C
Shares
are
sold
without
an
up-front
sales
charge
but
are
subject
to
a
CDSC
of
1%
if
redeemed
within
twelve
months
of
purchase.
Class
C
Shares
automatically
convert
to
Class
A
Shares
eight
years
after
purchase.
Class
I
Shares
are
sold
without
an
up-front
sales
charge.
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
NAV
for
financial
reporting
purposes
may
differ
from
the
NAV
for
processing
security
and
shareholder
transactions.
The
NAV
for
financial
reporting
purposes
includes
security
and
shareholder
transactions
through
the
date
of
the
report.
Total
return
is
computed
based
on
the
NAV
used
for
processing
security
and
shareholder
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 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.
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
trade
date
for
financial
reporting
purposes.
Realized
gains
and
losses
on
securities
transactions
are
based
upon
the
specific
identification
method.
Dividend
income
on
investments
purchased
and
dividends
expense
on
common
stocks
sold
short
are
recorded
on
the
ex-dividend
date
or,
for
certain
foreign
securities,
when
information
is
available.
Non-cash
dividends
received
in
the
form
of
stock,
if
any,
are
recognized
on
the
ex-dividend
date
and
recorded
at
fair
value.
Interest
income
is
recorded
on
an
accrual
basis.
Securities
lending
income
is
comprised
of
fees
earned
from
borrowers
and
income
earned
on
cash
collateral
investments.
Multiclass
Operations
and
Allocations:
Income
and
expenses
of
the
Fund
that
are
not
directly
attributable
to
a
specific
class
of
shares
are
prorated
among
the
classes
based
on
the
relative
net
assets
of
each
class.
Expenses
directly
attributable
to
a
class
of
shares
are
recorded
to
the
specific
class.
12b-1
distribution
and
service
fees
are
allocated
on
a
class-specific
basis.
Realized
and
unrealized
capital
gains
and
losses
of
the
Fund
are
prorated
among
the
classes
based
on
the
relative
net
assets
of
each
class.
Netting
Agreements:
In
the
ordinary
course
of
business,
the
Fund
may
enter
into
transactions
subject
to
enforceable
master
repurchase
agreements, International
Swaps
and
Derivatives
Association,
Inc.
(ISDA)
master
agreements
or
other
similar
arrangements
(“netting
agreements”).
Generally,
the
right
to
offset
in
netting
agreements
allows the
Fund
to
offset
certain
securities
and
derivatives
with
a
specific
counterparty,
when
applicable,
as
well
as
any
collateral
received
or
delivered
to
that
counterparty
based
on
the
terms
of
the
agreements.
Generally, the
Fund
manages
its
cash
collateral
and
securities
collateral
on
a
counterparty
basis.
With
respect
to
certain
counterparties,
in
accordance
with
the
terms
of
the
netting
agreements,
collateral
posted
to
the
Fund
is
held
in
a
segregated
account
by
the
Fund's
custodian
and/or
with
respect
to
those
amounts
which
can
be
sold
or
repledged,
are
presented
in
the
Fund's
Portfolio
of
Investments
or
Statements
of
Assets
and
Liabilities.
The
Fund’s
investments
subject
to
netting
agreements
as
of
the
end
of
the
reporting
period,
if
any,
are
further
described
later
in
these
Notes
to
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.
For
events affecting
the value
of
foreign
securities
between
the
time
when
the
exchange
on
which
they
are
traded
closes
and
the
time
when
the
Fund's
net
assets
are
calculated,
such
securities
will
be
valued
at
fair
value
in
accordance
with
procedures
adopted
by
the
Adviser,
subject
to
the
oversight
of
the
Board. 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.
Repurchase
agreements
are
valued
at
contract
amount
plus
accrued
interest,
which
approximates
market
value.
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
Repurchase
Agreements:
In
connection
with
transactions
in
repurchase
agreements,
it
is the
Fund's
policy
that
its
custodian
take
possession
of
the
underlying
collateral
securities,
the
fair
value
of
which
exceeds
the
principal
amount
of
the
repurchase
transaction,
including
accrued
interest,
at
all
times.
If
the
counterparty
defaults,
and
the
fair
value
of
the
collateral
declines,
realization
of
the
collateral
may
be
delayed
or
limited.
Equity
Long/Short
Level
1
Level
2
Level
3
Total
Long-Term
Investments:
Common
Stocks
$
130,188,912
$
–
$
–
$
130,188,912
Short-Term
Investments:
Repurchase
Agreements
–
825,000
–
825,000
Common
Stocks
Sold
Short
(38,154,298)
–
–
(38,154,298)
Total
$
92,034,614
$
825,000
$
–
$
92,859,614
Notes
to
Financial
Statements
(continued)
The
following
table
presents
the
repurchase
agreements
for
the
Fund
that
are
subject
to
netting
agreements
as
of
the
end
of
the
reporting
period,
and
the
collateral
delivered
related
to
those
repurchase
agreements.
Securities
Lending:
The
Fund
may
lend
securities
representing
up
to
one-third
of
the
value
of
its
total
assets
to
broker-dealers,
banks,
and
other
institutions
in
order
to
generate
additional
income.
When
loaning
securities,
the
Fund
retains
the
benefits
of
owning
the
securities,
including
the
economic
equivalent
of
dividends
or
interest
generated
by
the
security.
The
loans
are
continuous,
can
be
recalled
at
any
time,
and
have
no
set
maturity.
The
Fund's
custodian,
State
Street
Bank
and
Trust
Company,
serves
as
the
securities
lending
agent
(the
“Agent”).
When the
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
the
Fund
consists
of
earnings
on
invested
collateral
and
lending
fees,
net
of
any
rebates
to
the
borrower
and
compensation
to
the
Agent.
Such
income
is
recognized
on
the
Statement
of
Operations.
As
of
the
end
of
the
reporting
period,
the
Fund
did
not
have
any
securities
out
on
loan.
Short
Sale
Transactions:
The
Fund
pursues
a
“long/short”
investment
strategy,
pursuant
to
which
it
sells
securities
short
and
may
purchase
additional
long
investments
with
some
or
all
of
the
proceeds
of
the
short
sale
transactions.
When
the
Fund
sells
a
security
short,
it
borrows
the
security
from
a
third
party
and
segregate
assets
as
collateral
to
secure
its
obligation
to
return
the
security
to
the
lender
either
upon
closing
out
the
short
position
or
upon
demand
from
the
lender.
Proceeds
from
short
selling
may
be
used
to
finance
the
purchase
of
additional
securities
for
Fund’s
long
portfolio.
The
amount
of
collateral
required
to
be
pledged
to
borrow
a
security
is
determined
by
reference
to
the
market
value
of
the
security
borrowed.
The
value
of
the
collateral
required
to
be
pledged
as
of
the
end
of
the
reporting
period
is
disclosed
in
the
Fund’s
Portfolio
of
Investments,
and
any
cash
pledged
as
collateral
in
addition
to
long-term
investments
is
recognized
as
“Cash
collateral
at
broker
for
common
stocks
sold
short”,
on
the
Statement
of
Assets
and
Liabilities.
The
Fund
is
obligated
to
pay
the
party
from
whom
the
securities
were
borrowed
dividends
declared
on
the
stock
by
the
issuer
and
such
amounts
are
recognized
as
“Dividends
expense
on
common
stocks
sold
short”,
on
the
Statement
of
Operations,
when
applicable.
Short
sales
are
valued
daily,
and
the
corresponding
unrealized
gains
and
losses
are
recognized
as
“Change
in
unrealized
appreciation
(depreciation)
on
common
stocks
sold
short”
on
the
Statement
of
Operations.
Liabilities
for
securities
sold
short
are
reported
at
market
value
on
the
Statement
of
Assets
and
Liabilities.
Short
sale
transactions
result
in
off-balance
sheet
risk
because
the
ultimate
obligation
may
exceed
the
related
amounts
shown
on
the
Statement
of
Assets
and
Liabilities.
The
Fund
will
incur
a
loss
if
the
price
of
the
security
increases
between
the
date
of
the
short
sale
and
on
the
date
on
which
the
Fund
replaces
the
borrowed
security.
The
Fund’s
losses
on
short
sales
are
potentially
unlimited
because
there
is
no
upward
limit
on
the
price
a
borrowed
security
could
retain.
The
Fund
will
realize
a
gain
if
the
price
of
the
security
declines
between
those
dates.
Gains
and
losses
from
securities
sold
short
are
recognized
as
“Realized
gain
(loss)
from
common
stocks
sold
short”
on
the
Statement
of
Operations.
Bank
of
America
Merrill
Lynch
(“BAML”)
facilitates
the
short
sales
transactions
for
the
Fund.
The
Fund
currently
pays
prime
brokerage
fees
to
BAML
for
its
services
for
the
Fund.
The
Fund
may
also
earn
credits
as
an
element
of
the
prime
broker
fee
arrangement
with
BAML,
which
are
recorded
as
an
offset
to
the
prime
brokerage
fees.
The
net
prime
brokerage
fees
paid
to
BAML
are
recognized
as
“Prime
broker
expense”
on
the
Statement
of
Operations.
In
the
event
that
credits
exceed
prime
brokerage
fees,
the
net
credits
are
recognized
as
“Prime
brokerage
credits”
on
the
Statement
of
Operations.
Purchases
and
Sales:
Long-term
purchases
and
sales
(including
transactions
for
common
stocks
sold
short)
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.
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.
Fund
Counterparty
Short-term
Investments,
at
Value
Collateral
Pledged
(From)
Counterparty
Equity
Long/Short
Fixed
Income
Clearing
Corporation
$ 825,000
$
(841,632)
Fund
Non-U.S.
Government
Purchases
Non-U.S.
Government
Sales
Equity
Long/Short
$
112,370,377
$
116,883,396
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.
Investments
in
derivatives
as
of
the
end
of
and/or
during
the
current
fiscal
period,
if
any,
are
included
within
the
Statement
of
Assets
and
Liabilities
and
the
Statement
of
Operations,
respectively.
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
Transactions
in Fund
shares
during
the
current
and
prior
fiscal
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.
Differences
between
amounts
for
financial
statement
and
federal
income
tax
purposes
are
primarily
due
to
timing
differences
in
recognizing
gains
and
losses
on
investment
transactions.
Temporary
differences
do
not
require
reclassification.
As
of
year
end,
permanent
differences
that
resulted
in
reclassifications
among
the
components
of
net
assets
relate
primarily
to
investments
in
common
stocks
sold
short,
return
of
capital
and
long-term
capital
gain
distributions
received
from
portfolio
investments,
tax
equalization,
and
taxable
overdistribution.
Temporary
and
permanent
differences
have
no
impact
on
a
Fund's
net
assets.
Year
Ended
8/31/24
Year
Ended
8/31/23
Equity
Long/Short
Shares
Amount
Shares
Amount
Subscriptions:
Class
A
74,233
$3,930,388
56,473
$2,620,804
Class
A
-
automatic
conversion
of
Class
C
73
3,867
92
4,126
Class
C
17,498
816,452
12,870
524,954
Class
I
587,325
32,776,579
236,375
11,514,152
Total
subscriptions
679,129
37,527,286
305,810
14,664,036
Reinvestments
of
distributions:
Class
A
14,434
731,681
36,215
1,570,058
Class
C
5,692
254,169
16,202
620,537
Class
I
64,234
3,390,245
99,934
4,505,545
Total
reinvestments
of
distributions
84,360
4,376,095
152,351
6,696,140
Redemptions:
Class
A
(215,447)
(10,684,126)
(103,307)
(4,701,180)
Class
C
(39,033)
(1,815,841)
(63,180)
(2,519,213)
Class
C
-
automatic
conversion
to
Class
A
(83)
(3,867)
(104)
(4,126)
Class
I
(445,765)
(24,624,578)
(468,192)
(22,042,544)
Total
redemptions
(700,328)
(37,128,412)
(634,783)
(29,267,063)
Net
increase
(decrease)
63,161
$4,774,969
(176,622)
$(7,906,887)
Notes
to
Financial
Statements
(continued)
As
of
year
end,
the
aggregate
cost
and
the
net
unrealized
appreciation/(depreciation)
of
all
investments
for
federal
income
tax
purposes,
as
well
as
proceeds
from
common
stocks
sold
short,
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
year
end,
the
components
of
accumulated
earnings
on
a
tax
basis
were
as
follows:
The
tax
character
of
distributions
paid
was
as
follows:
As
of
year
end,
the
Fund
utilized
the
following
capital
loss
carryforwards:
8.
Management
Fees
and
Other
Transactions
with
Affiliates
Management
Fees:
The
Fund’s
management
fee
compensates
the
Adviser
for
the
overall
investment
advisory
and
administrative
services
and
general
office
facilities.
The
Sub-Adviser
is
compensated
for
its
services
to
the
Fund
from
the
management
fees
paid
to
the
Adviser.
The
Fund’s
management
fee
consists
of
two
components
–
a
fund-level
fee,
based
only
on
the
amount
of
assets
within
the
Fund,
and
a
complex-
level
fee,
based
on
the
aggregate
amount
of
all
eligible
fund
assets
managed
by
the
Adviser.
This
pricing
structure
enables
the
Fund’s
shareholders
to
benefit
from
growth
in
the
assets
within
the
Fund
as
well
as
from
growth
in
the
amount
of
complex-wide
assets
managed
by
the
Adviser.
Annual
fund-level
fee,
payable
monthly,
is
calculated
according
to
the
following
schedule:
Fund
Tax
Cost
Gross
Unrealized
Appreciation
Gross
Unrealized
(Depreciation)
Net
Unrealized
Appreciation
(Depreciation)
Equity
Long/Short
$
55,510,602
$
40,849,377
$
(3,500,365)
$
37,349,012
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
Equity
Long/Short
$
—
$
4,268,056
$
37,349,012
$
—
$
—
$
(3,936)
$
41,613,132
8/31/24
8/31/23
Fund
Ordinary
Income
Long-Term
Capital
Gains
Ordinary
Income
Long-Term
Capital
Gains
Equity
Long/Short
$
4,384,563
$
—
$
3,879
$
6,705,864
Fund
Utilized
Equity
Long/Short
$
1,300,657
Average
Daily
Net
Assets
Fund-Level
Fee
Rate
For
the
first
$125
million
1.1000
%
For
the
next
$125
million
1.0875
For
the
next
$250
million
1.0750
For
the
next
$500
million
1.0625
For
the
next
$1
billion
1.0500
For
the
next
$3
billion
1.0250
For
the
next
$2.5
billion
1.0000
For
the
next
$2.5
billion
0.9875
For
net
assets
over
$10
billion
0.9750
For
the
period
September
1,
2023
through
April
30,
2024,
the
annual
complex-level
fee,
payable
monthly,
was
calculated
according
to
the
following
schedule:
*
The
complex-level
fee
is
calculated
based
upon
the
aggregate
daily
“eligible
assets”
of
all
Nuveen
open-end
and
closed-end
funds.
Eligible
assets
do
not
include
assets
attributable
to
investments
in
other
Nuveen
funds
or
assets
in
excess
of
a
determined
amount
(originally
$2
billion)
added
to
the
Nuveen
fund
complex
in
connection
with
the
Adviser’s
assumption
of
the
management
of
the
former
First
American
Funds
effective
January
1,
2011,
but
do
include
certain
assets
of
certain
Nuveen
funds
that
were
reorganized
into
funds
advised
by
an
affiliate
of
the
Adviser
during
the
2019
calendar
year.
Eligible
assets
include
closed-end
fund
assets
managed
by
the
Adviser
that
are
attributable
to
certain
types
of
leverage.
For
these
purposes,
leverage
includes
the
closed-end
funds’
use
of
preferred
stock
and
borrowings
and
certain
investments
in
the
residual
interest
certificates
(also
called
inverse
floating
rate
securities)
in
tender
option
bond
(TOB)
trusts,
including
the
portion
of
assets
held
by
a
TOB
trust
that
has
been
effectively
financed
by
the
trust’s
issuance
of
floating
rate
securities,
subject
to
an
agreement
by
the
Adviser
as
to
certain
funds
to
limit
the
amount
of
such
assets
for
determining
eligible
assets
in
certain
circumstances.
Effective
May
1,
2024
the
annual
complex-level
fee,
payable
monthly,
for
the
Fund
is
calculated
according
to
the
following
schedule:
*
The
complex-level
fee
is
calculated
based
upon
the
aggregate
daily
“eligible
assets”
of
all
Nuveen-branded
closed-end
funds
and
Nuveen
branded
open-end
funds
(“Nuveen
Mutual
Funds”).
Except
as
described
below,
eligible
assets
include
the
assets
of
all
Nuveen-branded
closed-end
funds
and
Nuveen
Mutual
Funds
organized
in
the
United
States.
Eligible
assets
do
not
include
the
net
assets
of:
Nuveen
fund-of-funds,
Nuveen
money
market
funds,
Nuveen
index
funds,
Nuveen
Large
Cap
Responsible
Equity
Fund
or
Nuveen
Life
Large
Cap
Responsible
Equity
Fund.
In
addition,
eligible
assets
include
a
fixed
percentage
of
the
aggregate
net
assets
of
the
active
equity
and
fixed
income
Nuveen
Mutual
Funds
advised
by
the
Adviser’s
affiliate,
Teachers
Advisors,
LLC
(except
those
identified
above).
The
fixed
percentage
will
increase
annually
until
May
1,
2033,
at
which
time
eligible
assets
will
include
all
of
the
aggregate
net
assets
of
the
active
equity
and
fixed
income
Nuveen
Mutual
Funds
advised
by
Teachers
Advisors,
LLC
(except
those
identified
above).
Eligible
assets
include
closed-end
fund
assets
managed
by
the
Adviser
that
are
attributable
to
financial
leverage.
For
these
purposes,
financial
leverage
includes
the
closed-end
funds’
use
of
preferred
stock
and
borrowings
and
certain
investments
in
the
residual
interest
certificates
(also
called
inverse
floating
rate
securities)
in
tender
option
bond
(TOB)
trusts,
including
the
portion
of
assets
held
by
a
TOB
trust
that
has
been
effectively
financed
by
the
trust’s
issuance
of
floating
rate
securities,
subject
to
an
agreement
by
the
Adviser
as
to
certain
funds
to
limit
the
amount
of
such
assets
for
determining
eligible
assets
in
certain
circumstances.
As
of
August
31,
2024,
the
complex-level
fee
rate
for
the
Fund
was
as
follows:
The
Adviser
has
agreed
to
waive
fees
and/or
reimburse
expenses
through
July
31,
2026
so
that
total
annual
Fund
operating
expenses
(excluding
12b-1
distribution
and/or
service
fees,
interest
expenses,
taxes,
acquired
fund
fees
and
expenses,
fees
incurred
in
acquiring
and
disposing
of
portfolio
securities
(including
prime
broker
fees
and
charges
on
short
sales),
dividend
expense
on
securities
sold
short,
and
extraordinary
expenses)
do
not
exceed
1.40%
of
the
average
daily
net
assets
of
any
class
of
Fund
shares.
The
expense
limitation
may
be
terminated
or
modified
prior
to
that
date
only
with
the
approval
of
the
Board.
Payment
from
Adviser
:
During
the
current
and
prior
fiscal
periods,
the
Adviser
made
payments
of
$484,755
and
$3,218,047,
respectively,
to
the
Fund
to
reimburse
for
certain
interest
expenses
associate
with
the
Fund's
short
positions
that
were
unnecessarily
incurred
due
to
an
operational
issue.
These
amounts
are
recognized
as
“Capital
contribution
from
the
Adviser”
on
the
Statement
of
Changes
in
Net
Assets.
During
the
current
fiscal
period,
this
payment
had
the
effect
of
increasing
the
Fund's
NAVs
by
the
following
amounts:
1)
Class
A
Shares
-
$0.22,
2)
Class
C
Shares
-
$0.19
and
3)
Class
I
Shares
-
$0.22.
As
a
result,
the
Fund's
total
returns
for
the
year
ended
August
31,
2024,
were
higher
than
they
would
have
been
had
the
Fund
not
received
the
payment.
Complex-Level
Eligible
Asset
Breakpoint
Level*
Effective
Complex-Level
Fee
Rate
at
Breakpoint
Level
$55
billion
0.2000
%
$56
billion
0.1996
$57
billion
0.1989
$60
billion
0.1961
$63
billion
0.1931
$66
billion
0.1900
$71
billion
0.1851
$76
billion
0.1806
$80
billion
0.1773
$91
billion
0.1691
$125
billion
0.1599
$200
billion
0.1505
$250
billion
0.1469
$300
billion
0.1445
Complex-Level
Asset
Breakpoint
Level*
Complex-Level
Fee
For
the
first
$124.3
billion
0.1600
%
For
the
next
$75.7
billion
0.1350
For
the
next
$200
billion
0.1325
For
eligible
assets
over
$400
billion
0.1300
Fund
Complex-Level
Fee
Equity
Long/Short
0
.1570%
Notes
to
Financial
Statements
(continued)
Distribution
and
Service
Fees:
The
Fund
has
adopted
a
distribution
and
service
plan
under
rule
12b-1
under
the
1940
Act.
Class
A
Shares
incur
a
0.25%
annual
12b-1
service
fee.
Class
C
Shares
incur
a
0.75%
annual
12b-1
distribution
fee
and
a
0.25%
annual
12b-1
service
fee.
Class
I
Shares are
not
subject
to
12b-1
distribution
or
service
fees.
The
fees
under
this
plan
compensate
Nuveen
Securities,
LLC,
(the
"Distributor"),
a
wholly-owned
subsidiary
of
Nuveen,
for
services
provided
and
expenses
incurred
in
distributing
shares
of
the
Fund
and
establishing
and
maintaining
shareholder
accounts.
Other
Transactions
with
Affiliates:
The
Fund
receives
voluntary
compensation
from
the
Adviser
in
amounts
that
approximate
the
cost
of
research
services
obtained
from
broker-dealers
and
research
providers
if
the
Adviser
had
purchased
the
research
services
directly.
This
income
received
by
the
Fund,
which
amounted
to
$67,792,
is
recognized
in
"Affiliated
income"
on
the
Statement
of
Operations
and
any
amounts
due
to
the
Fund
at
the
end
of
the
reporting
period
is
recognized
in
"Reimbursement
from
Adviser"
on
the
Statement
of
Assets
and
Liabilities.
During
the
current
fiscal
period,
the
Distributor,
collected
sales
charges
on
purchases
of
Class
A
Shares,
the
majority
of
which
were
paid
out
as
concessions
to
financial
intermediaries
as
follows:
The
Distributor
also
received
12b-1
service
fees
on
Class
A
Shares,
substantially
all
of
which
were
paid
to
compensate
financial
intermediaries
for
providing
services
to
shareholders
relating
to
their
investments.
During
the
current
fiscal
period,
the
Distributor
compensated
financial
intermediaries
directly
with
commission
advances
at
the
time
of
purchase
as
follows:
To
compensate
for
commissions
advanced
to
financial
intermediaries,
all
12b-1
service
and
distribution
fees
collected
on
Class
C
Shares
during
the
first
year
following
a
purchase
are
retained
by
the
Distributor.
During
the
current
fiscal
period,
the
Distributor
retained
such
12b-1
fees
as
follows:
The
remaining
12b-1
fees
charged
to the
Fund
were
paid
to
compensate
financial
intermediaries
for
providing
services
to
shareholders
relating
to
their
investments.
The
Distributor
also
collected
and
retained
CDSC
on
share
redemptions
during
the
current
fiscal
period,
as
follows:
9.
Borrowing
Arrangements
Committed
Line
of
Credit:
The
Fund,
along
with
certain
other
funds
managed
by
the
Adviser
(“Participating
Funds”),
have
established
a
364-
day,
$2.700
billion
standby
credit
facility
with
a
group
of
lenders,
under
which
the
Participating
Funds
may
borrow
for
temporary
purposes
(other
than
on-going
leveraging
for
investment
purposes).
Each
Participating
Fund
is
allocated
a
designated
proportion
of
the
facility’s
capacity
(and
its
associated
costs,
as
described
below)
based
upon
a
multi-factor
assessment
of
the
likelihood
and
frequency
of
its
need
to
draw
on
the
facility,
the
size
of
the
Fund
and
its
anticipated
draws,
and
the
potential
importance
of
such
draws
to
the
operations
and
well-being
of
the
Fund,
relative
to
those
of
the
other
Funds.
A
Fund
may
effect
draws
on
the
facility
in
excess
of
its
designated
capacity
if
and
to
the
extent
that
other
Participating
Funds
have
undrawn
capacity.
The
credit
facility
expires
in
June
2025
unless
extended
or
renewed.
Fund
Sales
Charges
Collected
(Unaudited)
Paid
to
Financial
Intermediaries
(Unaudited)
Equity
Long/Short
$
62,599
$
55,005
Fund
Commission
Advances
(Unaudited)
Equity
Long/Short
$
5,290
Fund
12b-1
Fees
Retained
(Unaudited)
Equity
Long/Short
$
2,772
Fund
CDSC
Retained
(Unaudited)
Equity
Long/Short
$
806
The
credit
facility
has
the
following
terms:
0.15%
per
annum
on
unused
commitment
amounts
and
a
drawn
interest
rate
equal
to
the
higher
of
(a)
OBFR
(Overnight
Bank
Funding
Rate)
plus
1.20%
per
annum
or
(b)
the
Fed
Funds
Effective
Rate
plus
1.20%
per
annum
on
amounts
borrowed.
The
Participating
Funds
also
incurred
a
0.05%
upfront
fee
on
the
increased
commitments
from
select
lenders.
Interest
expense
incurred
by
the
Participating
Funds,
when
applicable,
is
recognized
as
a
component
of
“Interest
expense”
on
the
Statement
of
Operations.
Participating
Funds
paid
administration,
legal
and
arrangement
fees,
which
are
recognized
as
a
component
of
“Interest
expense”
on
the
Statement
of
Operations,
and
along
with
commitment
fees,
have
been
allocated
among
such
Participating
Funds
based
upon
the
relative
proportions
of
the
facility’s
aggregate
capacity
reserved
for
them
and
other
factors
deemed
relevant
by
the
Adviser
and
the
Board
of
each
Participating
Fund.
During
the
current
fiscal
period,
the
Fund
utilized
this
facility.
The
Fund’s
maximum
outstanding
balance
during
the
utilization
period
was
as
follows:
During
the
Fund’s
utilization
period(s)
during
the
current
fiscal
period,
the
average
daily
balance
outstanding
and
average
annual
interest
rate
on
the
Borrowings
were
as
follows:
Borrowings
outstanding
as
of
the
end
of
the
reporting
period,
if
any,
are
recognized
as
“Borrowings”
on
the
Statement
of
Assets
and
Liabilities.
Fund
Maximum
Outstanding
Balance
Equity
Long/Short
$
109,747
Fund
Utilization
Period
(Days
Outstanding)
Average
Daily
Balance
Outstanding
Average
Annual
Interest
Rate
Equity
Long/Short
5
$
109,747
6.53
%
Important
Tax
Information
(Unaudited)
As
required
by
the
Internal
Revenue
Code
and
Treasury
Regulations,
certain
tax
information,
as
detailed
below,
must
be
provided
to
shareholders.
Shareholders
are
advised
to
consult
their
tax
advisor
with
respect
to
the
tax
implications
of
their
investment.
The
amounts
listed
below
may
differ
from
the
actual
amounts
reported
on
Form
1099-DIV,
which
will
be
sent
to
shareholders
shortly
after
calendar
year
end.
Long-Term
Capital
Gains
As
of
year
end, the
Fund
designates
the
following
distribution
amounts,
or
maximum
amount
allowable,
as
being
from
net
long-term
capital
gains
pursuant
to
Section
852(b)(3)
of
the
Internal
Revenue
Code:
Dividends
Received
Deduction
(DRD)
The
Fund
listed
below
had
the
following
percentage,
or
maximum
amount
allowable,
of
ordinary
income
distributions
eligible
for
the
dividends
received
deduction
for
corporate
shareholders:
Qualified
Dividend
Income
(QDI)
The
Fund
listed
below
had
the
following
percentage,
or
maximum
amount
allowable,
of
ordinary
income
distributions
treated
as
qualified
dividend
income
for
individuals
pursuant
to
Section
1(h)(11)
of
the
Internal
Revenue
Code:
Qualified
Interest
Income
(QII)
The
Fund
listed
below
had
the
following
percentage,
or
maximum
amount
allowable,
of
ordinary
income
distributions
treated
as
qualified
interest
income
and/or
short-term
capital
gain
dividends
pursuant
to
Section
871(k)
of
the
Internal
Revenue
Code:
163(j)
The Fund
listed
below
had
the
following
percentage,
or
maximum
amount
allowable,
of
ordinary
dividends
treated
as
Section
163(j)
interest
dividends
pursuant
to
Section
163(j)
of
the
Internal
Revenue
Code:
Fund
Net
Long-Term
Capital
Gains
Equity
Long/Short
$
174,828
Fund
Percentage
Equity
Long/Short
30
.9
%
Fund
Percentage
Equity
Long/Short
32
.1
%
Fund
Prior
Year
End
to
12/31
Percentage
1/1
to
Current
Year
End
Percentage
Equity
Long/Short
2
.2
%
—
%
Fund
Percentage
Equity
Long/Short
2
.5
%
| Item 8. | Changes in and Disagreements with Accountants for Open-End Management Investment Companies. |
Changes in Independent Registered Public Accounting Firm
(a) Previous independent registered public accounting firm: On October 24, 2024, the Fund’s Board of Trustees (the “Board”), upon recommendation from the Audit Committee, notified KPMG LLP (“KPMG”) that it would be dismissed as the independent registered public accounting firm for the Fund effective upon (i) completion of KPMG’s audit of the Fund’s financial statements to be included in the Fund’s Annual Report on Form N-CSR (the “2024 Annual Report”) for the fiscal year ended August 31, 2024 and (ii) the issuance of KPMG’s report on the same. KPMG’s dismissal as the Fund’s independent registered public accounting firm was effective on October 29, 2024, which is the date on which KPMG issued their report on their audit of the Fund’s financial statements to be included in the 2024 Annual Report. KPMG’s audit reports on the Fund’s financial statements as of and for the fiscal years ended August 31, 2024 and 2023 contained no adverse opinion or disclaimer of opinion nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the Fund’s fiscal years ended August 31, 2024 and 2023, and the subsequent interim period through October 29, 2024, there were no disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements if not resolved to the satisfaction of KPMG would have caused them to make reference in connection with their opinion to the subject matter of the disagreement. During the Fund’s fiscal years ended August 31, 2024 and 2023 and the subsequent interim period through October 29, 2024, there were no reportable events (as defined in Regulation S-K Item 304(a)(1)(v)).
The Fund provided KPMG with a copy of the foregoing disclosures and requested that KPMG furnish the Fund with a letter addressed to the U.S. Securities and Exchange Commission stating whether KPMG agrees with the above statements.
(b) New independent registered public accounting firm: On October 24, 2024, the Board, upon recommendation from the Audit Committee, engaged PricewaterhouseCoopers LLP (“PwC”) as the new independent registered public accounting firm for the Fund for the fiscal year ending August 31, 2025. During the Fund’s fiscal years ended August 31, 2024 and August 31, 2023, and the subsequent interim period through October 29, 2024, the Fund has not consulted with PwC regarding any of the matters described in Regulation S-K Item 304 (“S-K 304”), S-K 304(a)(2)(i) or S-K 304(a)(2)(ii) disclosure.
| Item 9. | Proxy Disclosures for Open-End Management Investment Companies. |
Not applicable.
| Item 10. | Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies. |
Remuneration paid to directors, officers and others is included in the Statement of Operations under the line items “Trustee Fees” and “Management Fees” as part of the financial statements filed under Item 7 of this Form N-CSR.
| Item 11. | Statement Regarding Basis for Approval of Investment Advisory Contract. |
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract
Nuveen Equity Long/Short Fund
The Approval Process
At meetings held on April 18 and 19, 2024 (the “Meeting”), the Board of Trustees (the “Board” and each Trustee, a “Board Member”) of Nuveen Investment Trust II approved, for Nuveen Equity Long/Short Fund (the “Fund”), the renewal of the investment management agreement (the “Investment Management Agreement”) with Nuveen Fund Advisors, LLC (“NFAL”; NFAL is an “Adviser”) pursuant to which NFAL serves as investment adviser to the Fund. Similarly, the Board approved the renewal of the sub-advisory agreement (the “Sub-Advisory Agreement”) with Nuveen Asset Management, LLC (the “Sub-Adviser”) pursuant to which the Sub-Adviser serves as the sub-adviser to the Fund. The Board Members are not “interested persons” (as defined under the Investment Company Act of 1940 (the “1940 Act”)) and, therefore, the Board is deemed to be comprised of all disinterested Board Members. References to the Board and the Board Members are interchangeable. Below is a summary of the annual review process the Board undertook related to its most recent renewal of the Investment Management Agreement and Sub-Advisory Agreement on behalf of the Fund.
In accordance with applicable law, 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 NFAL and the Sub-Adviser are collectively, the “Fund Advisers” and each a “Fund Adviser.” In addition, the fund complex consists of the group of funds advised by NFAL (collectively referred to as the “Nuveen funds”) and the group of funds advised by Teachers Advisors, LLC (“TAL” and such funds are collectively, the “TC funds”). For clarity, NFAL serves as Adviser to the Nuveen funds, including the Fund, and TAL serves as “Adviser” to the TC funds. The Board Members considered that the prior separate boards of the TC funds and Nuveen funds were consolidated effective in January 2024. Accordingly, at the Meeting, the Board Members considered the review of the advisory agreements for the Nuveen funds as well as reviewed the investment management agreements for the TC funds. Depending on the appropriate context, references to “the Adviser” may be to NFAL with respect to the Nuveen funds and/or TAL with respect to the TC funds.
The Board Members considered the review of the advisory agreements of the Nuveen funds and the TC funds to be an ongoing process. The Board Members therefore employed the accumulated information, knowledge and experience they had gained during their tenure on the respective board of the TC funds or Nuveen funds (as the case may be) governing the applicable funds and working with the respective investment advisers and sub- advisers, as applicable, in their review of the advisory agreements for the fund complex.
During the course of the year prior to the Meeting, the Board and/or its committees received a wide variety of materials that covered a range of topics relevant to the Board’s annual consideration of the renewal of the advisory agreements, including reports on fund investment results over various periods; product initiatives for various funds; fund expenses; compliance, regulatory and risk management matters; trading practices, including soft dollar arrangements (as applicable); the liquidity and derivatives risk management programs; management of distributions; valuation of securities; payments to financial intermediaries, including 12b-1 expenses (as applicable); securities lending (as applicable); and overall market and regulatory developments. The Board also met periodically with and/or received presentations by key investment professionals managing a fund’s portfolio. In particular, at the Board meeting held on February 27-29, 2024 (the “February Meeting”), the Board and/or its Investment Committee received the annual performance review of the funds as described in further detail below. The presentations, discussions and meetings throughout the year also provide a means for the Board to evaluate and consider the level, breadth and quality of services provided by the Adviser and sub- advisers, as applicable, 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, the Board, through its independent legal counsel, requested and received extensive materials and information prepared specifically for its review of the advisory agreements. The materials provided at the Meeting and/or prior meetings covered a wide range of matters including, but not limited to, a description of the nature, extent and quality of services provided by the Fund Advisers; the consolidation of the Nuveen fund family and TC fund family; a review of product actions advanced in 2023 for the benefit of particular funds and/or the fund complex; a review of each sub-adviser, if applicable, and/or applicable investment team; an analysis of fund performance with a focus on funds considered to have met certain challenged performance measurements; an analysis of the fees and expense ratios of the funds with a focus on funds considered to have certain expense characteristics; a list of management fee and, if applicable, sub-advisory fee schedules; a review of temporary and permanent expense caps and fee waivers for open-end funds (as applicable); a description of portfolio manager compensation; a description of the profitability and/or financial data of Nuveen, TAL and the sub-advisers; and a description of indirect benefits received by the Adviser and the sub-advisers as a result of their relationships with the funds, as applicable. The Board also considered information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data, comparing fee and expense levels of each respective fund to those of a peer universe and, with respect to open-end funds, also to a peer group of funds selected by Broadridge, subject to certain exceptions.
The information prepared specifically for the annual review supplemented the information provided to the Board and its committees and the evaluations of the funds by the Board and its committees during the year. The Board’s review of the advisory agreements for the fund complex is based on all the information provided to the Board and its committees over time. 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 Board Members.
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract (continued)
As part of their review, the Board Members and independent legal counsel met by videoconference in executive session on April 10, 2024 (the “April Executive Session”) to review and discuss materials provided in connection with their annual review of the advisory agreements for the fund complex. After reviewing this information, the Board Members requested, directly or through independent legal counsel, additional information, and the Board subsequently reviewed and discussed the responses to these follow-up questions and requests.
The 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 of management were present. In connection with their annual review, the 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 decisions to renew each Advisory Agreement were not based on a single identified factor, but rather each 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 annual review process. The contractual arrangements may reflect the results of prior year(s) of review, negotiation and information provided in connection with the Board’s annual review of the funds’ advisory arrangements and oversight of the funds. Each Board Member may have attributed different levels of importance to the various factors and information considered in connection with the annual review process and may have placed 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 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 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 roles of NFAL and the Sub-Adviser in providing services to the Fund.
The Board considered that the Adviser provides a wide array of management, oversight and other services to manage and operate the applicable funds. The Board considered the Adviser’s and its affiliates’ dedication of resources, time, people and capital as well as continual program of improvement and innovation aimed at enhancing the funds and fund complex for investors and meeting the needs of an increasingly complex regulatory environment. In particular, over the past several years, the Board considered the significant resources, both financial and personnel, the Adviser and its affiliates have committed in working to consolidate the Nuveen fund family and TC fund family under one centralized umbrella. The Board considered that the organizational changes in bringing together Nuveen, its affiliates and TIAA’s (as defined below) asset management businesses, consolidating the Nuveen and TC fund families and other initiatives were anticipated to provide various benefits for the funds through, among other things, enhanced operating efficiencies, centralized investment leadership and a centralized shared resources and support model. As part of these efforts, the boards of the TC funds and Nuveen funds were consolidated effective in January 2024. In addition, in conjunction with these consolidation efforts, the Board approved at the Meeting changes to fee and breakpoint structures (as applicable) that could provide cost savings to participating funds, as described in further detail below.
The Board also reviewed information regarding other product actions undertaken or continued by management in the 2023 calendar year in seeking to improve the effectiveness of the organization, the product line-up as well as particular funds through, among other things, continuing to review and optimize the product line and gaining efficiencies through mergers and liquidations; reviewing and updating investment policies and benchmarks; implementing fee waivers and/or expense cap changes for certain funds; 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 considered. In its review, the Board considered that the funds operated in a highly regulated industry and the scope and complexity of the services and resources that the Adviser and its affiliates must provide to manage and operate the applicable funds have expanded over the years as a result of, among other things, regulatory, market and other developments, such as the adoption of the tailored shareholder report or the revised fund name rule.
In considering the breadth and quality of services the Adviser and its various teams provide, the Board considered that the Adviser provides investment advisory services. With respect to the Nuveen funds, such funds utilize sub-advisers to manage the portfolios of the funds subject to the supervision of NFAL. Accordingly, the Board considered that NFAL and its affiliates, among other things, oversee and review the performance of the respective sub-adviser and its investment team(s); evaluate Nuveen fund performance and market conditions; evaluate investment strategies and recommend changes thereto; set and manage distributions consistent with the respective Nuveen fund’s product design; oversee trade execution and, as applicable, securities lending; evaluate investment risks; and manage valuation matters. The Board further considered that over the course of the 2023 calendar year, the Nuveen global public product team which supports the funds in the fund complex and their shareholders assessed the investment personnel across the investment leadership teams which resulted in additions or other modifications to the portfolio management teams of various funds. The Board also reviewed a description of the compensation structure applicable to certain portfolio managers.
In addition to the above investment advisory services, the Board further considered the extensive compliance, regulatory, administrative and other services the Adviser and its various teams or affiliates provide to manage and operate the applicable funds. Given the highly regulated industry in which the funds operate, the Board considered the breadth of the Adviser’s compliance program and related policies and procedures. The Board reviewed various initiatives the Adviser’s compliance team undertook or continued in 2023, in part, to address new regulatory requirements, support international business growth and product development, enhance international trading capabilities, enhance monitoring capabilities in light of the new regulatory requirements and guidance and maintain a comprehensive training program. The Board further considered, among other things, that other non-advisory services provided included, among other things, board support and reporting; establishing and reviewing the services provided
by other fund service providers (such as a fund’s custodian, accountant, and transfer agent); risk management, including reviews of the liquidity risk management and derivatives risk management programs; legal support services; regulatory advocacy; and cybersecurity, business continuity and disaster recovery planning and testing.
Aside from the services provided, the Board considered the financial resources of the Adviser and/or its affiliates and their willingness to make investments in the technology, personnel and infrastructure to support the funds, including to enhance global talent, middle office systems, software and international and internal capabilities. The Board considered the access provided by the Adviser and its affiliates to a seed capital budget to support new or existing funds and/or facilitate changes for a respective fund. The Board considered 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 funds including during stressed times. The Board considered the overall reputation and capabilities of the Adviser and its affiliates and the Adviser’s continuing commitment to provide high quality services.
In its review, the Board also considered the significant risks borne by the Adviser and its affiliates in connection with their services to the applicable funds, including entrepreneurial risks in sponsoring and supporting new funds and smaller funds and ongoing risks with managing the funds, such as investment, operational, reputational, regulatory, compliance and litigation risks.
With respect to the Fund, the Board considered the division of responsibilities between NFAL and the Sub-Adviser and considered that the Sub- Adviser and its investment personnel generally are responsible for the management of the Fund’s portfolio under the oversight of NFAL and the Board. The Board considered an analysis of the Sub-Adviser provided by NFAL which included, among other things, a summary of changes in the leadership teams and/or portfolio manager teams; the performance of the Nuveen funds sub-advised by the Sub-Adviser over various periods of time; and data reflecting product changes (if any) taken with respect to certain Nuveen funds. The Board considered that NFAL 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.
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 Fund. In this regard, the Board and/or its Investment Committee reviewed, among other things, performance of the Fund over the quarter, one-, three- and five-year periods ending December 31, 2023 and March 31, 2024. The performance data was based on Class I shares; however, the performance of other share classes was substantially similar as those other share classes invest in the same portfolio of securities and differences in performance among the classes would be principally attributed to the variations in the expense structures of the share classes. The Board performed its annual review of fund performance at its February Meeting and an additional review at the April Executive Session and also reviewed and discussed performance data at its other regularly scheduled quarterly meetings throughout the year. The Board therefore took into account the performance data, presentations and discussions (written and oral) that were provided at the Meeting and in prior meetings over time in evaluating fund performance, including management’s analysis of a fund’s performance with particular focus on funds that met certain challenged performance measurements as determined pursuant to a methodology approved by the Board or additional measurements as determined by management’s investment analysts. As various Nuveen funds have modified their portfolio teams and/or made significant changes to their portfolio strategies over time, the Board reviewed, among other things, certain tracking performance data over specific periods comparing performance before and after such changes.
The Board considered 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 considered 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 fund performance results from different perspectives. In general, subject to certain exceptions, the Board reviewed both absolute and relative fund performance over the various time periods and considered performance results in light of a fund’s investment objective(s), strategies and risks. With respect to the relative performance, the Board considered fund performance in comparison to the performance of peer funds (the “Performance Peer Group”), subject to certain exceptions, 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 Performance Peer Group, the investment objective(s), strategies, dates of fund inception and other characteristics of the peers in the Performance 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 Performance Peer Group compared to the applicable fund. With respect to relative performance of a 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. To assist the Board in its review of the comparability of the relative performance, management generally has ranked the relevancy of the Performance Peer Groups to the Fund as low, medium or high. In its review of relative performance, the Board considered the Fund’s performance relative to its Performance Peer Group, among other things, by evaluating its quartile ranking with the 1st quartile representing the top performing funds within the Performance Peer Group and the 4th quartile representing the lowest performing funds.
The Board evaluated 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 considered 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 considered that market and economic conditions may significantly impact a fund’s performance, particularly over
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract (continued)
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 considered that longer periods of performance may reflect full market cycles.
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 Performance 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 more closely until performance improves, discuss with the Adviser the reasons for such results, consider whether any steps are necessary or appropriate to address such issues, discuss and evaluate the potential consequences of such steps and review the results of any steps undertaken.
The performance determinations with respect to the Fund are summarized below.
| | • | | The Board considered that although the Fund’s performance was below the performance of its blended benchmark for the five-year periods ended December 31, 2023 and March 31, 2024, the Fund outperformed its blended benchmark for the one- and three-year periods ended December 31, 2023 and March 31, 2024. In addition, the Fund ranked in the first quartile of its Performance Peer Group for the one- and three-year periods ended December 31, 2023 and second quartile for the five-year period ended December 31, 2023. Further, the Fund ranked in the first quartile of its Performance Peer Group for the one-, three- and five-year periods ended March 31, 2024. On the basis of the Board’s ongoing review of investment performance and all relevant factors, including the relative market conditions during certain reporting periods, the Fund’s investment objective(s) and management’s discussion of performance, the Board concluded that the Fund’s performance supported renewal of the Advisory Agreements. |
C. Fees, Expenses and Profitability
As part of its annual review, the Board generally reviewed, among other things, the contractual management fee and the net/actual management fee (i.e., the management fee after taking into consideration fee waivers and/or expense reimbursements, if any) paid by the Fund to the Adviser in light of the nature, extent and quality of the services provided. The Board also reviewed information about other expenses and the total operating expense ratio of the Fund (after any fee waivers and/or expense reimbursements). More specifically, the Board Members reviewed, among other things, the Fund’s management fee rates and net total expense ratio in relation to similar data for a comparable universe of funds (the “Expense Universe”) and for a more focused subset of comparable funds (the “Expense Group”) established by Broadridge (subject to certain exceptions). The Board Members reviewed the methodology Broadridge employed to establish its Expense Universe and Expense Group (as applicable) and considered that differences between the applicable fund and its respective Expense Universe and/or Expense Group, as well as changes to the composition of the Expense Universe and/or Expense Group from year to year, may limit some of the value of the comparative data. The Board Members also considered that it can be difficult to compare management fees among funds as there are variations in the services that are included for the fees paid. The Board Members took these limitations and differences into account when reviewing comparative peer data.
The Board Members also considered the Fund’s operating expense ratio as it more directly reflected a shareholder’s total costs in investing in the respective fund. In their review, the Board Members considered, in particular, each fund with a net total expense ratio meeting certain expense or fee criteria when compared to its Expense Universe and Expense Group (if any) and an analysis as to the factors contributing to each such fund’s relative net total expense ratio.
The Board Members also considered, in relevant part, the Fund’s management fee and net total expense ratio in light of the Fund’s performance history, including reviewing certain funds identified by management 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.
In their evaluation of the fee arrangements for the Fund, the Board Members also reviewed the management fee schedules and the expense reimbursements and/or fee waivers agreed to by the Adviser for the respective fund (if any). In its review, the Board considered that the management fees of the Nuveen funds were generally comprised of two components, a fund-level component and a complex-level component, each with its own breakpoint schedule, subject to certain exceptions. As indicated above, the Board approved a revised fee schedule which would reduce and streamline the asset thresholds necessary to meet breakpoints in the complex-level fee component. The Board considered that management anticipated approximately $50 million in savings for Nuveen fund shareholders as a result of the revised fee schedule as well as additional estimated savings over time. The Board further considered management’s representation that there will be no increase to any Nuveen fund’s respective advisory agreement fee rate as a result of the revised complex-level fee schedule.
In its review, the Board considered that across the Nuveen fund and TC fund complex, management estimated that fund-level breakpoints resulted in approximately $82.5 million in reduced fees overall in 2023 and expense caps and reimbursements generated approximately an additional $91 million in savings to shareholders. In addition, the Board considered that management determined that the Nuveen funds achieved additional fee reductions of approximately $49 million due to the complex-wide management fee structure in 2023.
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. In its review, the Board considered that the compensation paid to the Sub-Adviser is the responsibility of NFAL, not the Fund.
The Board’s considerations regarding the comparative fee data for the Fund are set forth below. With respect to the quartile rankings noted below, the first quartile represents the range of funds with the lowest management fee rate or net total expense ratio, as applicable, and the fourth quartile represents the range of funds with the highest management fee rate or net total expense ratio, as applicable. The Board considered that Broadridge only calculates quartiles if a minimum number of peers is available and therefore quartile rankings may not be available for certain Expense Groups and/or Expense Universes.
| | • | | The Fund’s contractual management fee rate, actual management fee rate and net total expense ratio ranked in the third quartile, second quartile and second quartile of its Expense Group, respectively. In addition, the Fund’s contractual management fee rate, actual management fee rate and net total expense ratio ranked in the second quartile, second quartile and third quartile of its Expense Universe, respectively. Further, the Fund’s actual management fee rate and net total expense ratio were below the Expense Group median. |
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 that the Adviser, affiliated sub-advisers and/or their affiliate(s) provide investment management services to other types of clients which may include: separately managed accounts, retail managed accounts, foreign funds (UCITS), other investment companies (as sub-advisers), limited partnerships and collective investment trusts. The Board reviewed the equal weighted average fee or other fee data for the other types of clients managed in a similar manner to certain of the Nuveen funds and TC funds. The Board considered the Adviser’s rationale for the differences in the management fee rates of the funds compared to the management fee rates charged to these other types of clients. In this regard, the Board considered that differences, including but not limited to, the amount, type and level of services provided by the Adviser to the funds compared to that provided to other clients as well as differences in investment policies; regulatory, disclosure and governance requirements; servicing relationships with vendors; the manner of managing such assets; product structure; investor profiles; and account sizes all may contribute to variations in relative fee rates. Further, differences in the client base, governing bodies, distribution, jurisdiction and operational complexities also would contribute to variations in management fees assessed the funds compared to foreign fund clients. In addition, differences in the level of advisory services required for passively managed funds also contribute to differences in the management fee levels of such funds compared to actively managed funds. As a general matter, 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 considered the wide range of services in addition to investment management that the Adviser had provided to the 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 funds. The Board further considered that a sub-adviser’s fee is essentially for portfolio management services and therefore more comparable to the fees it receives for retail wrap accounts and other external sub-advisory mandates. The Board concluded that the varying levels of fees were reasonable 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 Board Members considered various profitability data relating to the Fund Advisers’ services to the Nuveen funds.
With respect to the Nuveen funds, the Board Members reviewed the estimated profitability information of Nuveen as a result of its advisory services to the Nuveen funds overall as well as profitability data of certain other 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 2023 and 2022 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) for the 2023 and 2022 calendar years. The Board Members also considered the rationale for the change in Nuveen’s profitability from 2022 to 2023. In addition, the Board reviewed the revenues, expenses and operating margin (pre- and after-tax) NFAL derived from its exchange-traded fund product line for the 2023 and 2022 calendar years.
In developing the profitability data, the Board Members considered 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 single universally recognized 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 refinements Nuveen had made to the methodology that had occurred over the years from 2010 through 2021 to provide Nuveen’s profitability analysis, 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 2023. The Board of the Nuveen funds had also appointed two Board Members to serve as the Board’s liaisons to meet with representatives of NFAL and review the development of the profitability data and to report to the full Board.
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract (continued)
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 considered 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 2014 to 2023. In their review of the comparative data, the Board Members considered 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 the profitability data, the Board considered that NFAL and TAL are affiliates of Teachers Insurance and Annuity Association of America (“TIAA”). NFAL is a subsidiary of Nuveen, LLC, the investment management arm of TIAA, and TAL is an indirect wholly owned subsidiary of TIAA. Accordingly, the Board also reviewed a balance sheet for TIAA reflecting its assets, liabilities and capital and contingency reserves for the 2023 and 2022 calendar years to consider the financial strength of TIAA. The Board considered the benefit of an investment adviser and its parent with significant resources, particularly during periods of market volatility. The Board also considered the reinvestments the Adviser, its parent and/or other affiliates made into their business through, among other things, the investment of seed capital in certain funds, initiatives in international expansion, investments in infrastructure and continued investments in enhancements to technological capabilities.
The Board Members considered the profitability of the Sub-Adviser from its relationships with the respective Nuveen funds. In this regard, the Board Members reviewed, among other things, the Sub-Adviser’s revenues, expenses and net revenue margins (pre- and after-tax) for its advisory activities to the respective Nuveen funds for the calendar years ended December 31, 2023 and December 31, 2022. The Board Members also reviewed a profitability analysis reflecting the revenues, expenses and revenue margin (pre- and after-tax) grouped by similar types of funds (such as municipal, taxable fixed income, equity, real assets and index/asset allocation) for the Sub-Adviser for the calendar years ending December 31, 2023 and December 31, 2022.
In evaluating the reasonableness of the compensation, the Board Members also considered the indirect benefits NFAL or the Sub-Adviser received that were directly attributable to the management of the applicable funds as discussed in further detail below. Based on its review, the Board was satisfied that each Fund Adviser’s level of profitability from its relationship with each Nuveen fund was not unreasonable over various time frames in light of the nature, extent and quality of services provided.
D. Economies of Scale and Whether Fee Levels Reflect These Economies of Scale
The Board considered whether there have been economies of scale with respect to the management of the funds in the fund complex, including the Fund, whether these economies of scale have been appropriately shared with such funds and whether there is potential for realization of further economies of scale. Although the Board considered that economies of scale are difficult to measure with any precision and the rates at which certain expenses are incurred may not decline with a rise in assets, the Board considered that there are various methods that may be employed to help share the benefits of economies of scale, including, among other things, 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 the Adviser’s business which can enhance the services provided to the applicable funds for the fees paid. The Board considered that the Adviser has generally employed one or more of these various methods among the applicable funds.
In this regard, the Board considered, as noted above, that the management fee of NFAL generally was comprised of a fund-level component and a complex-level component each with its own breakpoint schedule, subject to certain exceptions. With this structure, the Board considered that the complex-level breakpoint schedule was designed to deliver the benefits of economies of scale to shareholders when the assets of eligible funds in the complex pass certain thresholds even if the assets of a particular fund are unchanged or have declined, and the fund-level breakpoint schedules were designed to share economies of scale with shareholders if the particular fund grows. The Board reviewed the fund-level and complex-level fee schedules. As summarized above, the Board approved a new complex-level breakpoint schedule which would simplify and reduce the complex-level fee rates at various thresholds and expanded the eligible funds whose assets would be included in calculating the complex-level fee, effective May 1, 2024. Among other things, the assets of certain TC funds advised by TAL would be phased into the calculation of the complex-wide assets in determining the complex-level fee over a ten-year period. The Board considered the cost savings and additional potential sharing of economies of scale as a result of the reduced complex-level breakpoint schedule and the additional assets from more eligible funds in calculating the assets of the complex for determining the complex-level fee component. The Board reviewed the projected shareholder savings derived from such modifications over a ten-year period from 2024 to 2033. The Board considered management’s representation that there will be no increase to any fund’s respective advisory agreement fee rate.
In addition to the fund-level and complex-level fee schedules (if applicable), the Board Members considered the temporary and/or permanent expense caps (if any) applicable to the Fund. The Board considered that such waivers and reimbursements applicable to the respective funds are another means for potential economies of scale to be shared with shareholders of such funds and can provide a protection from an increase in expenses if the assets of the applicable funds decline.
The Board Members also considered the continued reinvestment in Nuveen/TIAA’s business to enhance its capabilities and services to the benefit of its various clients. The Board understood that many of these investments were not specific to individual funds, but rather incurred across a variety of products and services pursuant to which the family of funds as a whole may benefit. The Board further considered that the Adviser and its affiliates have provided certain additional services, including, but not limited to, services required by new regulations and regulatory interpretations,
without raising advisory fees to the funds, and this was also a means of sharing economies of scale with the funds and their shareholders. The Board considered the Adviser’s and/or its affiliates’ ongoing efforts to streamline the product line-up, among other things, to create more scaled funds which may help improve both expense and trading economies.
Based on its review, the Board was satisfied that the current fee arrangements together with the reinvestment in management’s business appropriately shared any economies of scale with shareholders.
E. Indirect Benefits
The Board Members received and considered information regarding various indirect benefits the respective Fund Adviser or its affiliates may receive as a result of their relationship with the funds in the fund complex, including the Fund. These benefits included, among other things, economies of scale to the extent the Adviser or its affiliates share investment resources and/or personnel with other clients of the Adviser. The funds may also be used as investment options for other products or businesses offered by the Adviser and/or its affiliates, such as variable products, fund of funds and 529 education savings plans, and affiliates of the Adviser may serve as sub-advisers to various funds in which case all advisory and sub-advisory fees generated by such funds stay within Nuveen.
Further, the funds may pay the Adviser and/or its affiliates for other services, such as distribution. In this regard, the Board Members considered that an affiliate of the Adviser serves as principal underwriter providing distribution and/or shareholder services to the open-end funds for which it may be compensated. The Board Members also considered that certain share classes of the open-end funds (subject to certain exceptions) pay 12b-1 fees, some of which may be retained by the Adviser’s affiliate. In addition, the Board Members considered that the Adviser and Sub-Adviser may utilize soft dollar brokerage arrangements attributable to the respective funds to obtain research and other services for any or all of their clients, although the Board Members also considered reimbursements of such costs by the Adviser and/or Sub-Adviser.
The Adviser and its affiliates may also benefit from the advisory relationships with the funds in the fund complex to the extent this relationship results in potential investors viewing the TIAA group of companies as a leading retirement plan provider in the academic and nonprofit market and a single source for all their financial service needs. The Adviser and/or its affiliates may further benefit to the extent that they have pricing or other information regarding vendors the funds utilize in establishing arrangements with such vendors for other products.
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 Board Members did not identify any single factor discussed previously as all-important or controlling. The 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.
| Item 12. | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
Not applicable to open-end investment companies.
| Item 13. | Portfolio Managers of Closed-End Management Investment Companies. |
Not applicable to open-end investment companies.
| Item 14. | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. |
Not applicable to open-end investment companies.
| Item 15. | Submission of Matters to a Vote of Security Holders. |
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board of Trustees implemented after the registrant last provided disclosure in response to this Item.
| Item 16. | 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 17. | Disclosure of Securities Lending Activities for Closed-End Management Investment Companies. |
| (a) | Not applicable to open-end investment companies. |
| (b) | Not applicable to open-end investment companies. |
| Item 18. | Recovery of Erroneously Awarded Compensation. |
| (a)(1) | Not applicable because the code of ethics is available, upon request and without charge, by calling 800-257-8787 and there were no amendments during the period covered by this report. |
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.
Nuveen Investment Trust II
| | | | | | |
Date: November 7, 2024 | | | | By: | | /s/ Jordan M. Farris |
| | | | | | Jordan M. Farris |
| | | | | | Chief Administrative Officer |
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.
| | | | | | |
Date: November 7, 2024 | | | | By: | | /s/ Jordan M. Farris |
| | | | | | Jordan M. Farris |
| | | | | | Chief Administrative Officer (principal executive officer) |
| | | |
Date: November 7, 2024 | | | | By: | | /s/ E. Scott Wickerham |
| | | | | | E. Scott Wickerham |
| | | | | | Vice President and Controller (principal financial officer) |
