UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-23161
Nushares ETF Trust
(Exact name of registrant as specified in charter)
Nuveen Investments
333 West Wacker Drive, Chicago, IL 60606
(Address of principal executive offices) (Zip code)
Diana R. Gonzalez
Vice President and Secretary
333 West Wacker Drive, Chicago, IL 60606
(Name and address of agent for service)
Registrant’s telephone number, including area code: (312) 917-7700
Date of fiscal year end: December 31
Date of reporting period: June 30, 2022
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policy making roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss.3507.
Item 1. Reports to Stockholders.
Fund
Name
Listing
Exchange
Ticker
Symbol
Nuveen
Short-Term
REIT
ETF
Cboe
BZX
Exchange,
Inc.
NURE
Life
is
Complex.
Nuveen
makes
things
e-simple.
It
only
takes
a
minute
to
sign
up
for
e-Reports.
Once
enrolled,
you’ll
receive
an
e-mail
as
soon
as
your
Nuveen
Fund
information
is
ready.
No
more
waiting
for
delivery
by
regular
mail.
Just
click
on
the
link
within
the
e-mail
to
see
the
report
and
save
it
on
your
computer
if
you
wish.
Free
e-Reports
right
to
your
email!
www.investordelivery.com
If
you
receive
your
Nuveen
Fund
distributions
and
statements
from
your
financial
advisor
or
brokerage
account.
or
www.nuveen.com/client-access
If
you
receive
your
Nuveen
Fund
distributions
and
statements
directly
from
Nuveen.
Must
be
preceded
by
or
accompanied
by
a
prospectus.
NOT
FDIC
INSURED
MAY
LOSE
VALUE
NO
BANK
GUARANTEE
Chair’s
Letter
to
Shareholders
4
Important
Notices
5
Risk
Considerations
and
Dividend
Information
6
Fund
Performance,
Expense
Ratios
and
Holdings
Summaries
7
Expense
Examples
10
Portfolio
of
Investments
11
Statement
of
Assets
and
Liabilities
13
Statement
of
Operations
14
Statement
of
Changes
in
Net
Assets
15
Financial
Highlights
16
Notes
to
Financial
Statements
18
Additional
Fund
Information
23
Glossary
of
Terms
Used
in
this
Report
24
Annual
Investment
Management
Agreement
Approval
Process
25
Liquidity
Risk
Management
Program
32
Chair’s
Letter
to
Shareholders
Dear
Shareholders,
The
first
half
of
2022
was
challenging
for
financial
markets.
While
global
economic
activity
began
to
slow
from
post-pandemic
peaks
as
pent-up
demand
waned
and
crisis-era
monetary
and
fiscal
support
programs
were
phased
out,
persistently
high
inflation
and
central
banks’
response
have
contributed
to
heightened
uncertainty
about
financial
and
economic
conditions.
Inflation
has
surged
partially
due
to
supply
chain
bottlenecks
and
exacerbated
by
Russia’s
war
in
Ukraine
and
recent
lockdowns
across
China
to
contain
a
large-scale
COVID-19
outbreak.
This
has
necessitated
more
forceful
responses
from
the
U.S.
Federal
Reserve
(Fed)
and
other
central
banks,
who
now
face
an
even
more
difficult
task
of
slowing
inflation
without
pulling
their
respective
economies
into
recession.
As
anticipated,
the
Fed
began
the
rate
hiking
cycle
in
March
2022,
raising
its
short-term
rate
by
0.25%
from
near
zero
for
the
first
time
since
the
pandemic
was
declared
two
years
ago.
Larger
increases
of
0.50%
in
May
and
0.75%
in
both
June
and
July
2022
followed,
bringing
the
target
fed
funds
rate
to
a
range
of
2.25%
to
2.50%.
Additional
rate
hikes
are
expected
in
the
remainder
of
this
year,
although
Fed
officials
will
closely
monitor
inflation
data
along
with
other
economic
measures
and
modify
their
rate
setting
policy
based
upon
these
factors.
U.S.
gross
domestic
product
growth
has
now
contracted
for
two
consecutive
quarters,
according
to
preliminary
government
estimates,
as
consumer
and
business
activity
has
slowed
in
part
due
to
higher
prices
and
borrowing
costs.
However,
the
still
strong
labor
market
suggests
not
all
areas
of
the
economy
are
weakening.
In
the
meantime,
while
markets
will
likely
continue
fluctuating
with
the
daily
headlines,
we
encourage
investors
to
keep
a
long-term
perspective.
To
learn
more
about
how
well
your
portfolio
is
aligned
to
your
time
horizon,
risk
tolerance
and
investment
goals,
consider
reviewing
it
with
your
financial
professional.
On
behalf
of
the
other
members
of
the
Nuveen
Fund
Board,
I
look
forward
to
continuing
to
earn
your
trust
in
the
months
and
years
ahead.
Terence
J.
Toth
Chairman
of
the
Board
August 22,
2022
For
Shareholders
of
Nuveen
Short-Term
REIT
ETF
Portfolio
Manager
Commentaries
in
Semiannual
Shareholder
Reports
The
Fund
includes
portfolio
manager
commentary
in
its
annual
shareholder
reports.
For
the
Fund’s
most
recent
annual
portfolio
manager
discussion,
please
refer
to
the
Portfolio
Managers’
Comments
section
of
the
Fund’s
December
31,
2021
annual
shareholder
report.
For
current
information
on
your
Fund’s
investment
objectives,
portfolio
management
team
and
average
annual
total
returns
please
refer
to
the
Fund’s
website
at
www.nuveen.com.
For
changes
that
occurred
to
your
Fund
both
during
and
subsequent
to
this
reporting
period,
please
refer
to
the
Notes
to
Financial
Statements
section
of
this
report.
For
average
annual
total
returns
as
of
the
end
of
this
reporting
period,
please
refer
to
the
Performance
Overview
and
Holding
Summaries
section
within
this
report.
Risk
Considerations
and
Dividend
Information
Nuveen
Short-Term
REIT
ETF
(NURE)
Investing
involves
risk;
principal
loss
is
possible.
There
is
no
guarantee
the
Fund’s
investment
objectives
will
be
achieved.
This
ETF
seeks
to
generally
track
the
investment
results
of
an
index;
however
the
Fund
may
underperform,
outperform
or
be
more
volatile
than
the
referenced
index.
This
Fund
invests
in
equity
REITs
,
which
invest
the
majority
of
their
assets
directly
in
real
property
and
derive
their
income
primarily
from
rents
and
capital
gains
from
the
sale
of
appreciated
properties.
Equity
REITs
can
be
greatly
affected
by
economic
downturns,
by
changes
in
real
estate
values,
rents,
property
taxes,
and
interest
rates,
and
by
revisions
to
tax
rules
or
other
regulations
applicable
to
REITs.
The
value
of
equity
securities
may
decline
significantly
over
short
or
extended
periods
of
time.
The
Fund’s
assets
will
generally
be
concentrated
in
the
securities
of
issuers
in
the
real
estate
industry,
and,
accordingly,
the
Fund
may
be
adversely
affected
by
the
performance
of
those
securities,
may
be
subject
to
increased
price
volatility
and
may
be
more
susceptible
to
adverse
economic,
market,
political
or
regulatory
occurrences
affecting
that
industry.
These
and
other
risk
considerations,
such
as
interest
rate,
non-diversification,
and
smaller
company
risks,
are
described
in
detail
in
the
Fund’s
prospectus.
Dividend
Information
Regular
dividends
are
declared
and
distributed
quarterly
for
NURE.
The
Fund
intends
to
pay
out
substantially
all
of
the
distributions
it
receives
from
investments
in
real
estate
investment
trust
(REIT)
securities,
less
expenses,
each
quarter.
To
permit
the
Fund
to
maintain
a
more
stable
dividend,
the
Fund
may
pay
dividends
at
a
rate
that
may
be
more
or
less
than
the
amount
of
net
investment
income
it
actually
earned
during
the
period.
If
the
Fund
has
cumulatively
earned
more
than
it
has
paid
in
dividends,
it
will
hold
the
excess
in
reserve
as
undistributed
net
investment
income
(UNII)
as
part
of
the
Fund’s
NAV.
Conversely,
if
the
Fund
has
cumulatively
paid
out
dividends
more
than
it
has
earned,
the
excess
will
constitute
negative
UNII
that
will
likewise
be
reflected
in
the
Fund’s
NAV.
The
Fund
will,
over
time,
pay
all
of
its
net
investment
income
as
dividends
to
shareholders.
In
certain
instances,
a
portion
of
the
Fund’s
distributions
may
be
paid
from
sources
or
comprised
of
elements
other
than
ordinary
income,
including
capital
gains
and/or
a
return
of
capital.
This
is
generally
due
to
the
fact
that
the
tax
character
of
Fund
distributions
for
a
fiscal
year
is
dependent
upon
the
amount
and
tax
character
or
distributions
received
from
securities
held
in
the
Fund’s
portfolio.
Distributions
received
from
certain
securities
in
which
the
Fund
invests,
most
notably
REIT
securities,
may
be
characterized
for
tax
purposes
as
ordinary
income,
long-term
capital
gain
and/or
a
return
of
capital.
The
issuer
of
a
REIT
security
typically
reports
the
tax
character
of
its
distributions
only
once
per
year,
generally
during
the
first
two
months
of
the
following
calendar
year.
The
full
amount
of
the
distributions
received
from
such
securities
is
included
in
the
Fund’s
ordinary
income
during
the
course
of
the
year
until
such
time
the
Fund
is
notified
by
the
issuer
of
the
actual
tax
character.
To
the
extent
that
at
the
time
of
a
particular
distribution
the
Fund
estimates
that
a
portion
of
that
distribution
is
attributable
to
a
source
or
sources
other
than
ordinary
income,
the
Fund
would
send
shareholders
a
notice
to
that
effect.
The
final
determination
of
the
sources
and
tax
character
of
all
distributions
for
the
fiscal
year
is
made
after
the
end
of
the
fiscal
year.
The
Fund
seeks
to
pay
regular
dividends
at
a
rate
that
reflects
the
cash
flow
received
from
the
Fund’s
investments
in
portfolio
securities.
Fund
distributions
are
not
intended
to
include
expected
portfolio
appreciation;
however,
the
Fund
invests
in
securities
that
make
payments
which
ultimately
may
be
fully
or
partially
characterized
for
tax
purposes
by
the
securities’
issuers
as
gains
or
return
of
capital.
While
the
reported
sources
of
distributions
may
include
capital
gains
and/or
return
of
capital
for
tax
purposes,
the
Fund
intends
to
distribute
only
the
net
cash
flow
received
as
opposed
to
a
distribution
rate
based
on
long-term
total
return.
This
tax
treatment
will
generally
“flow
through”
to
the
Fund’s
distributions,
but
the
specific
tax
treatment
is
often
not
known
with
certainty
until
after
the
end
of
the
Fund’s
tax
year.
The
table
below
provides
an
estimate
of
the
Fund’s
2022
calendar
year-to-date
distribution
sources.
Data
as
of
June
30,
2022
These
estimates
should
not
be
used
for
tax
reporting
purposes,
and
the
distribution
sources
may
differ
for
financial
reporting
than
for
tax
reporting.
The
final
determination
of
the
tax
characteristics
of
all
distribution
paid
in
2022
will
be
made
in
early
2023
and
reported
to
you
on
form
1099-DIV.
More
details
about
each
Fund’s
distributions
and
the
basis
for
these
estimates
are
available
on
www.nuveen.com.
Percentages
of
Distributions
Per
Share
Amounts
Fund
Net
Investment
Income
Realized
Gains
Return
of
Capital
1
Distributions
Net
Investment
Income
Realized
Gains
Return
of
Capital
1
NURE
74.8%
0.00%
25.2%
$0.3484
$0.2606
$0.0000
$0.0878
1
Return
of
capital
may
represent
unrealized
gains,
return
of
shareholder’s
principal,
or
both.
In
certain
circumstances,
all
or
a
portion
of
the
return
of
capital
may
be
characterized
as
ordinary
income
under
federal
tax
law.
The
actual
tax
characterization
is
provided
to
shareholders
on
Form
1099-DIV
shortly
after
calendar
year-end.
Fund
Performance,
Expense
Ratios
and
Holdings
Summaries
The
Fund
Performance,
Expense
Ratios
and
Holdings
Summaries
for
the
Fund
are
shown
within
this
section
of
the
report.
Fund
Performance
Performance
data
shown
represents
past
performance
and
does
not
predict
or
guarantee
future
results
.
Investment
returns
and
principal
value
will
fluctuate
so
that
when
shares
are
sold,
they
may
be
worth
more
or
less
than
their
original
cost.
Current
performance
may
be
higher
or
lower
than
the
performance
shown.
Total
returns
for
a
period
of
less
than
one
year
are
not annualized
(i.e.
cumulative
returns).
Returns
assume
reinvestment
of
dividends
and
capital
gains.
Market
price
returns
are
based
on
the
closing
market
price
as
of
the
end
of
the
reporting
period.
For
performance
current
to
the
most
recent
month-end
visit
nuveen.com
or
call
(800)
257-8787.
Returns
do
not
reflect
the
deduction
of
taxes
that
a
shareholder
would
pay
on
Fund
distributions
or
the
sale
of
Fund
shares.
Expense
Ratios
The
expense
ratios
shown
are
as
of
the
Fund’s
most
recent
prospectus.
The
expense
ratios
shown
reflect
total
operating
expenses
(before
fee
waivers
and/or
expense
reimbursements,
if
any).
The
expense
ratios
include
management
fees
and
other
fees
and
expenses.
Refer
to
the
Financial
Highlights
later
in
this
report
for
the
Fund’s
expense
ratios
as
of
the
end
of
the
reporting
period.
Holding
Summaries
The
Holdings
Summaries
data
relates
to
the
securities
held
in
the
Fund’s
portfolio
of
investments
as
of
the
end
of
this
reporting
period.
It
should
not
be
construed
as
a
measure
of
performance
for
the
Fund
itself.
Holdings
are
subject
to
change.
Refer
to
the
Fund’s
Portfolio
of
Investments
for
individual
security
information.
Nuveen
Short-Term
REIT
ETF
(NURE)
(continued)
Fund
Performance,
Expense
Ratios
and
Holding
Summaries
June
30,
2022
Refer
to
the
first
page
of
this
Fund
Performance,
Expense
Ratios
and
Holdings
Summaries
section
for
further
expla-
nation
of the
information
included
within
this
section.
Refer
to
the
Glossary
of
Terms
Used
in
this
Report
for
further
definition
of
terms
used
in
this
section.
Fund
Performance
and
Expense
Ratios*
*
For
purposes
of
Fund
performance,
relative
results
are
measured
against
the
Dow
Jones
U.S.
Select
Short-Term
REIT
Index.
Total
Returns
as
of
June
30,
2022
Cumulative
Average
Annual
Expense
Ratios
Inception
Date
6-Month
1-Year
5-Year
Since
Inception
NURE
at
NAV
12/19/16
(19.86)%
(3.27)%
8.03%
8.11%
0.35%
NURE
at
Market
Price
12/19/16
(20.22)%
(3.56)%
7.83%
8.05%
—
Dow
Jones
U.S.
Select
REIT
Index
—
(21.14)%
(6.41)%
4.28%
4.25%
—
Dow
Jones
U.S.
Select
Short-Term
REIT
Index
—
(19.74)%
(2.91)%
8.40%
8.48%
—
Holdings
Summaries
as
of
June
30,
2022
Fund
Allocation
(%
of
net
assets)
Real
Estate
Investment
Trust
Common
Stocks
99.6%
Other
Assets
Less
Liabilities
0.4%
Net
Assets
100%
Portfolio
Composition
-
REITs
(%
of
net
assets)
Apartments
52.0%
Diversified
1.3%
Hotels
14.5%
Manufactured
Homes
10.5%
Self-Storage
21.3%
Other
Assets
Less
Liabilities
0.4%
Net
Assets
100%
Top
Five
REIT
Holdings
(%
of
net
assets)
Mid-America
Apartment
Communities
Inc
5.3%
UDR
Inc
5.3%
Sun
Communities
Inc
5.3%
Extra
Space
Storage
Inc
5.3%
Public
Storage
5.3%
As
a
shareholder
of
the
Fund,
you
incur
two
types
of
costs:
(1)
transaction
costs, including
brokerage
commissions
on
purchase
and
sales
of
Fund
shares,
and
(2)
ongoing
costs,
including
management
fees
and
other
applicable Fund
expenses.
The
Examples
below
are
intended
to
help
you
understand
your
ongoing
costs
(in
dollars)
of
investing
in
the
Fund
and
to
compare
these
costs
with
the
ongoing
costs
of investing
in
other
funds.
The
Examples
below
are
based
on
an
investment
of
$1,000
invested
at
the
beginning
of
the
period
and
held
through
the
period
ended
June
30,
2022.
The
beginning
of
the
period
is
January
1,
2022.
The
information
under
“Actual
Performance,”
together
with
the
amount
you
invested,
allows
you
to
estimate
actual
expenses
incurred
over
the
reporting
period.
Simply
divide
your
account
value
by
$1,000
(for
example,
an
$8,600
account
value
divided
by
$1,000
=
8.60)
and
multiply
the
result
by
the
cost
shown
for
your Fund in
the
row
entitled
“Expenses
Incurred
During
Period”
to
estimate
the
expenses
incurred
on
your
account
during
this
period.
The
information
under
“Hypothetical
Performance,”
provides
information
about
hypothetical
account
values
and
hypothetical
expenses
based
on
the
Fund’s
actual
expense
ratio
and
an
assumed
rate
of
return
of
5%
per
year
before
expenses,
which
is
not
the
Fund’s
actual
return.
The
hypothetical
account
values
and
expenses
may
not
be
used
to
estimate
the
actual
ending
account
balance
or
expense
you
incurred
for
the
period.
You
may
use
this
information
to
compare
the
ongoing
costs
of
investing
in
the
Fund
and
other
funds.
To
do
so,
compare
this
5%
hypothetical
example
with
the
5%
hypothetical
examples
that
appear
in
the
shareholder
reports
of
the
other
funds.
Please
note
that
the
expenses
shown
in
the
tables
are
meant
to
highlight
your
ongoing
costs
only
and
do
not
reflect
any
transaction
costs.
Therefore,
the
hypothetical
information
is
useful
in
comparing
ongoing
costs
only,
and
will
not
help
you
determine
the
relative
total
costs
of
owning
different
funds
or
share
classes.
In
addition,
if
these
transaction
costs
were
included,
your
costs
would
have
been
higher.
Nuveen
Short-Term
REIT
ETF
(NURE)
Actual
Performance
Beginning
Account
Value
$1,000.00
Ending
Account
Value
$801.35
Expenses
Incurred
During
the
Period
$1.56
Hypothetical
Performance
(5%
annualized
return
before
expenses)
Beginning
Account
Value
$1,000.00
Ending
Account
Value
$1,023.06
Expenses
Incurred
During
the
Period
$1.76
Expenses
are
equal
to
the
Fund’s
annualized
net
expense
ratio
of
0.35%
multiplied
by
the
average
account
value
over
the
period,
multiplied
by
179/365
(to
reflect
the
one-half
year
period).
Nuveen
Short-Term
REIT
ETF
(NURE)
Portfolio
of
Investments
June
30,
2022
(Unaudited)
Shares
Description
(1)
Value
LONG-TERM
INVESTMENTS
-
99.6%
REAL
ESTATE
INVESTMENT
TRUST
COMMON
STOCKS
-
99.6%
Apartments
-
52.0%
69,040
American
Campus
Communities
Inc
$
4,451,009
146,269
American
Homes
4
Rent,
Class
A
5,183,773
77,759
Apartment
Income
REIT
Corp
3,234,774
75,452
Apartment
Investment
and
Management
Co,
Class
A
(2)
482,893
28,246
AvalonBay
Communities
Inc
5,486,786
40,636
Camden
Property
Trust
5,464,729
7,604
Centerspace
620,106
76,374
Equity
Residential
5,515,730
20,418
Essex
Property
Trust
Inc
5,339,511
109,339
Independence
Realty
Trust
Inc
2,266,597
151,583
Invitation
Homes
Inc
5,393,323
32,592
Mid-America
Apartment
Communities
Inc
5,692,845
11,449
NexPoint
Residential
Trust
Inc
715,677
122,182
UDR
Inc
5,625,259
Total
Apartments
55,473,012
Diversified
-
1.3%
24,882
UMH
Properties
Inc
439,416
43,273
Washington
Real
Estate
Investment
Trust
922,148
Total
Diversified
1,361,564
Hotels
-
14.5%
105,364
Apple
Hospitality
REIT
Inc
1,545,690
16,631
Ashford
Hospitality
Trust
Inc
(2)
99,453
24,284
Chatham
Lodging
Trust
(2)
253,768
104,371
DiamondRock
Hospitality
Co
(2)
856,886
16,441
Hersha
Hospitality
Trust
(2)
161,286
270,446
Host
Hotels
&
Resorts
Inc
4,240,593
115,512
Park
Hotels
&
Resorts
Inc
1,567,498
65,015
Pebblebrook
Hotel
Trust
1,077,299
82,584
RLJ
Lodging
Trust
910,902
27,295
Ryman
Hospitality
Properties
Inc
(2)
2,075,239
81,491
Service
Properties
Trust
426,198
53,271
Summit
Hotel
Properties
Inc
(2)
387,280
106,523
Sunstone
Hotel
Investors
Inc
(2)
1,056,708
56,601
Xenia
Hotels
&
Resorts
Inc
(2)
822,413
Total
Hotels
15,481,213
Manufactured
Homes
-
10.5%
78,166
Equity
LifeStyle
Properties
Inc
5,508,358
35,263
Sun
Communities
Inc
5,619,512
Total
Manufactured
Homes
11,127,870
Self-Storage
-
21.3%
111,091
CubeSmart
4,745,808
32,904
Extra
Space
Storage
Inc
5,597,628
41,758
Life
Storage
Inc
4,662,698
41,650
National
Storage
Affiliates
Trust
2,085,416
17,890
Public
Storage
5,593,666
Total
Self-Storage
22,685,216
Total
Long-Term
Investments
(cost
$125,151,526)
106,128,875
Other
Assets
Less
Liabilities
-
0.4%
411,962
Net
Assets
-
100%
$
106,540,837
Nuveen
Short-Term
REIT
ETF
(NURE)
(continued)
Portfolio
of
Investments
June
30,
2022
(Unaudited)
For
Fund
portfolio
compliance
purposes,
the
Fund’s
industry
classifications
refer
to
any
one
or
more
of
the
industry
sub-classifications
used
by
one
or
more
widely
recognized
market
indexes
or
ratings
group
indexes,
and/or
as
defined
by
Fund
management.
This
definition
may
not
apply
for
purposes
of
this
report,
which
may
combine
industry
sub-classifications
into
sectors
for
reporting
ease.
(1)
All
percentages
shown
in
the
Portfolio
of
Investments
are
based
on
net
assets.
(2)
Non-income
producing;
issuer
has
not
declared
an
ex-dividend
date
within
the
past
twelve
months.
REIT
Real
Estate
Investment
Trust
Statement
of
Assets
and
Liabilities
June
30,
2022
See
accompanying
notes
to
financial
statements.
NURE
Assets
Long-term
investments,
at
value
†
$
106,128,875
Cash
110,180
Receivable
for
dividends
342,149
Receivable
for
investments
sold
1,611,191
Other
assets
272
Total
assets
108,192,667
Liabilities
Payable
for
shares
redeemed
1,616,535
Accrued
expenses:
Management
fees
33,672
Trustees
fees
638
Other
985
Total
liabilities
1,651,830
Net
assets
$
106,540,837
Shares
outstanding
3,300,000
Net
asset
value
("NAV")
per
share
$
32
.29
Net
assets
consist
of:
Capital
paid-in
127,566,987
Total
distributable
earnings
(
21,026,150
)
Net
assets
106,540,837
Authorized
shares
Unlimited
Par
value
per
share
$
0
.01
†
Long-term
investments,
cost
$
125,151,526
Statement
of
Operations
June
30,
2022
See
accompanying
notes
to
financial
statements.
NURE
Investment
Income
Dividends
$
1,062,213
Total
investment
income
1,062,213
Expenses
Management
fees
221,272
Professional
fees
1,350
Trustees
fees
1,786
Total
expenses
224,408
Net
Investment
Income
(Loss)
837,805
Realized
and
Unrealized
Gain
(Loss)
Net
realized
gain
(loss)
from
investments
(1,963,903)
Net
realized
gain
(loss)
from
in-kind
redemptions
5,238,108
Change
in
net
unrealized
appreciation
(depreciation)
of
investments
(34,190,578)
Net
realized
and
unrealized
gain
(loss)
(30,916,373)
Net
increase
(decrease)
in
net
assets
from
operations
$
(30,078,568)
Statement
of
Changes
in
Net
Assets
See
accompanying
notes
to
financial
statements.
NURE
Unaudited
Six
Months
Ended
6/30/22
Year
Ended
12/31/21
Operations
Net
investment
income
$
837,805
$
758,703
Net
realized
gain
(loss)
from
investments
(1,963,903)
(119,183)
Net
realized
gain
(loss)
from
in-kind
redemptions
5,238,108
5,262,001
Change
in
unrealized
appreciation
(depreciation)
of
investments
(34,190,578)
16,755,031
Net
increase
(decrease)
in
net
assets
from
operations
(30,078,568)
22,656,552
Distributions
to
Shareholders
Dividends
(1,192,115)
(758,703)
Return
of
capital
–
(255,532)
Decrease
in
net
assets
from
distributions
to
shareholders
(1,192,115)
(1,014,235)
Fund
Share
Transactions
Proceeds
from
sale
of
shares
63,273,950
91,378,235
Cost
of
shares
redeemed
(43,440,860)
(19,324,895)
Net
increase
(decrease)
in
net
assets
from
Fund
share
transactions
19,833,090
72,053,340
Net
increase
(decrease)
in
net
assets
(11,437,593)
93,695,657
Net
assets
at
the
beginning
of
period
117,978,430
24,282,773
Net
assets
at
the
end
of
period
$
106,540,837
$
117,978,430
The
Fund's
fiscal
year
end
is
December
31st.
The
following
data
is
for
a
share
outstanding for
each
fiscal
year
end
unless
otherwise
noted:
Investment
Operations
Less
Distributions
Beginning
NAV
Net
Investment
Income
(NII)
(Loss)(a)
Net
Realized
/Unrealized
Gain
(Loss)
Total
From
NII
From
Accumulated
Net
Realized
Gains
Return
of
Capital
Total
Ending
NAV
Ending
Market
Price
NURE
2022(d)
$
40.68
$
0.24
$
(8.28)
$
(8.04)
$
(0.35)
$
—
$
—
$
(0.35)
$
32.29
$
32.19
2021
26.98
0.46
13.79
14.25
(0.39)
—
(0.16)
(0.55)
40.68
40.74
2020
30.24
0.48
(2.82)
(2.34)
(0.59)
(0.04)
(0.29)
(0.92)
26.98
26.98
2019
25.05
0.75
5.50
6.25
(0.73)
(0.33)
—
(1.06)
30.24
30.23
2018
26.35
0.82
(1.10)
(0.28)
(0.95)
(0.07)
—
(1.02)
25.05
24.99
2017
25.49
0.70
1.16
1.86
(0.70)
(0.26)
(0.04)
(1.00)
26.35
26.01
(a)
Per
share
Net
Investment
Income
(Loss)
is
calculated
using
the
average
shares
method.
(b)
Total
Return
Based
on
NAV
reflects
the
change
in
NAV
over
the
period,
including
the
assumed
reinvestment
of
distributions,
if
any,
at
NAV
on
each
ex-dividend
payment
date
during
the
period.
Total
Return
Based
on
Market
Price
reflects
the
change
in
the
market
price
per
share
over
the
period,
including
the
assumed
reinvestment
of
distributions,
if
any,
at
the
ending
market
price
per
share
on
each
ex-dividend
payment
date
during
the
period.
Total
returns
are
not
annualized.
(c)
Portfolio
Turnover
Rate
is
calculated
based
on
the
lesser
of
long-term
purchases
or
sales
(as
disclosed
in
Note
4
-
Portfolio
Securities
and
Investment
Transactions)
divided
by
the
average
long-term
market
value
during
the
period.
Portfolio
Turnover
Rate
excludes
securities
received
or
delivered
as
a
result
of
processing
in-kind
creations
or
redemptions
of
Fund
shares
(as
disclosed
in
Note
5
-
Fund
Shares).
(d)
Unaudited. For
the
six
months
ended
June
30,
2022.
(e)
Annualized.
See
accompanying
notes
to
financial
statements.
Ratios/Supplemental
Data
Total
Return
Ratios
to
Average
Net
Assets
Based
on
NAV(b)
Based
on
Market
Price(b)
Ending
Net
Assets
(000)
Expenses
NII
(Loss)
Portfolio
Turnover
Rate(c)
(19.86)
%
(20.22)
%
$
106,541
0.35
%
(e)
1.33
%
(e)
7
%
53.19
53.42
117,978
0.35
1.31
11
(7.29)
(7.27)
24,283
0.35
1.95
29
25.10
25.38
57,451
0.35
2.57
14
(1.05)
0.01
31,316
0.35
3.05
16
7.45
8.41
6,588
0.35
2.70
20
Notes
to
Financial
Statements
(Unaudited)
1.
General
Information
Trust
and
Fund
Information
Nushares
ETF
Trust
(the
Trust)
is
an
open-end
management
investment
company
registered
under
the
Investment
Company
Act
of
1940,
as
amended
(the
“1940
Act”).
The
Trust
is
comprised
of
Nuveen
Short-Term
REIT
ETF
(NURE)
(the
“Fund”),
as
a
non-diversified
fund,
among
others.
The
Trust
was
organized
as
a
Massachusetts
business
trust
on
February
20,
2015.
Shares
of
the
Fund
are
listed
and
traded
on
the
Cboe
BZX
Exchange,
Inc.
(the
“Exchange“).
Current
Fiscal
Period
The
end
of
the
reporting
period
for
the
Fund
is
June
30,
2022,
and
the
period
covered
by
these
Notes
to
Financial
Statements
is
the
six
months
ended
June
30,
2022
(the
"current
fiscal
period").
Investment
Adviser
and
Sub-Adviser
The
Fund’s
investment
adviser
is
Nuveen
Fund
Advisors,
LLC
(the
“Adviser”),
a
subsidiary
of
Nuveen,
LLC
(“Nuveen”).
Nuveen
is
the
investment
management
arm
of
Teachers
Insurance
and
Annuity
Association
of
America
(“TIAA”).
The
Adviser
has
overall
responsibility
for
management
of
the
Fund,
oversees
the
management
of
the
Fund’s
portfolio,
manages
the
Fund’s
business
affairs
and
provides
certain
clerical,
bookkeeping
and
other
administrative
services.
The
Adviser
has
entered
into
a
sub-advisory
agreement
with
Teachers
Advisors,
LLC
(the
“Sub-Adviser”),
an
affiliate
of
the
Adviser,
under
which
the
Sub-Adviser
manages
the
investment
portfolio
of
the
Fund.
Other
Matters
The
outbreak
of
the
novel
coronavirus
(“COVID-19”)
and
subsequent
global
pandemic
began
significantly
impacting
the
U.S.
and
global
financial
markets
and
economies
during
the
calendar
quarter
ended
March
31,
2020.
The
worldwide
spread
of
COVID-19
has
created
significant
uncertainty
in
the
global
economy.
The
duration
and
extent
of
COVID-19
over
the
long-term
cannot
be
reasonably
estimated
at
this
time.
The
ultimate
impact
of
COVID-19
and
the
extent
to
which
COVID-19
impacts
the
Fund’s
normal
course
of
business,
results
of
operations,
investments,
and
cash
flows
will
depend
on
future
developments,
which
are
highly
uncertain
and
difficult
to
predict.
Management
continues
to
monitor
and
evaluate
this
situation.
2.
Significant
Accounting
Policies
The
accompanying
financial
statements
were
prepared
in
accordance
with
accounting
principles
generally
accepted
in
the
United
States
of
America
(“U.S.
GAAP”),
which
may
require
the
use
of
estimates
made
by
management
and
the
evaluation
of
subsequent
events.
Actual
results
may
differ
from
those
estimates. The
Fund
is
an
investment
company
and
follows
accounting
guidance
in
the
Financial
Accounting
Standards
Board
(“FASB”)
Accounting
Standards
Codification
946,
Financial
Services
—
Investment
Companies.
The
Net
Asset
Value
("NAV")
for
financial
reporting
purposes
may
differ
from
the
NAV
for
processing
security
and
creation
unit
transactions.
The
NAV
for
financial
reporting
purposes
includes
security
and
creation
unit
transactions
through
the
date
of
the
report.
Total
return
is
computed
based
on
the
NAV
used
for
processing
security
and creation
unit transactions.
The
following
is
a
summary
of
the
significant
accounting
policies
consistently
followed
by
the
Fund.
Compensation
The Trust
pays
no compensation
directly
to
those
of
its
trustees
or
to
its
officers,
all
of
whom
receive
remuneration
for
their
services
to the
Trust
from
the
Adviser
or
its
affiliates.
The
Fund's
Board
of Trustees
(the
"Board")
has
adopted
a
deferred
compensation
plan
for
independent
trustees
that
enables
trustees
to
elect
to
defer
receipt
of
all
or
a
portion
of
the
annual
compensation
they
are
entitled
to
receive
from
certain
Nuveen-advised
funds.
Under
the
plan,
deferred
amounts
are
treated
as
though
equal
dollar
amounts
had
been
invested
in
shares
of
select
Nuveen-advised
funds.
Distributions
to
Shareholders
Distributions
to
shareholders
are
recorded
on
the
ex-dividend
date.
The
amount,
character
and
timing
of
distributions
are
determined
in
accordance
with
federal
income
tax
regulations,
which
may
differ
from
U.S.
GAAP.
The
tax
character
of
Fund
distributions
for
a
fiscal
year
is
dependent
upon
the
amount
and
tax
character
of
distributions
received
from
securities
held
in
the
Fund’s
portfolio.
Distributions
received
from
certain
securities
in
which
the
Fund
invests,
most
notably
real
estate
investment
trust
(REIT)
securities,
may
be
characterized
for
tax
purposes
as
ordinary
income,
long-term
capital
gain
and/or
a
return
of
capital.
The
issuer
of
a
security
reports
the
tax
character
of
its
distributions
only
once
per
year,
generally
during
the
first
two
months
of
the
calendar
year.
The
distribution
is
included
in
the
Fund’s
ordinary
income
until
such
time
the
Fund
is
notified
by
the
issuer
of
the
actual
tax
character.
Dividend
income,
net
realized
gains,
(loss)
and
unrealized
appreciation
(depreciation)
recognized
on
the
Statement
of
Operations
reflect
the
amounts
of
income,
capital
gain,
and/or
return
of
capital
as
reported
by
the
issuers
of
such
securities
for
distributions
during
the
current
fiscal
period.
Indemnifications
Under
the
Trust’s
organizational
documents,
its
officers
and
trustees
are
indemnified
against
certain
liabilities
arising
out
of
the
performance
of
their
duties
to
the
Trust.
In
addition,
in
the
normal
course
of
business,
the
Trust
enters
into
contracts
that
provide
general
indemnifications
to
other
parties.
The
Trust’s
maximum
exposure
under
these
arrangements
is
unknown
as
this
would
involve
future
claims
that
may
be
made
against
the
Trust
that
have
not
yet
occurred.
However,
the
Trust
has
not
had
prior
claims
or
losses
pursuant
to
these
contracts
and
expects
the
risk
of
loss
to
be
remote.
Investments
and
Investment
Income
Securities
transactions
are
accounted
for
as
of
the
end
of
trade
date
for
financial
reporting
purposes.
Realized
gains
and
losses
on
securities
transactions
are
based
upon
the
specific
identification
method.
Dividend
income
is
recorded
on
the
ex-dividend
date.
Non-cash
dividends
received
in
the
form
of
stock,
if
any,
are
recognized
on
the
ex-dividend
date
and
recorded
at
fair
value.
Securities
lending
income
is
comprised
of
fees
earned
from
borrowers
and
income
earned
on
cash
collateral
investments.
New
Accounting
Pronouncements
and
Rule
Issuances
Reference
Rate
Reform
In
March
2020,
FASB
issued
Accounting
Standards
Update
(“ASU”)
2020-04,
Reference
Rate
Reform:
Facilitation
of
the
Effects
of
Reference
Rate
Reform
on
Financial
Reporting.
The
main
objective
of
the
new
guidance
is
to
provide
relief
to
companies
that
will
be
impacted
by
the
expected
change
in
benchmark
interest
rates,
when
participating
banks
will
no
longer
be
required
to
submit
London
Interbank
Offered
Rate
(LIBOR)
quotes
by
the
UK
Financial
Conduct
Authority
(FCA).
The
new
guidance
allows
companies
to,
provided
the
only
change
to
existing
contracts
are
a
change
to
an
approved
benchmark
interest
rate,
account
for
modifications
as
a
continuance
of
the
existing
contract
without
additional
analysis.
For
new
and
existing
contracts,
the
Fund
may
elect
to
apply
the
amendments
as
of
March
12,
2020
through
December
31,
2022.
Management
has
not
yet
elected
to
apply
the
amendments,
is
continuously
evaluating
the
potential
effect
a
discontinuation
of
LIBOR
could
have
on
the
Fund's
investments
and
has
currently
determined
that
it
is
unlikely
the
ASU’s
adoption
will
have
a
significant
impact
on
the
Fund's
financial
statements
and
various
filings.
Securities
and
Exchange
Commission
(“SEC”)
Adopts
New
Rules
to
Modernize
Fund
Valuation
Framework
In
December
2020,
the
SEC
voted
to
adopt
a
new
rule
governing
fund
valuation
practices.
New
Rule
2a-5
under
the
1940
Act
establishes
requirements
for
determining
fair
value
in
good
faith
for
purposes
of
the
1940
Act.
Rule
2a-5
will
permit
fund
boards
to
designate
certain
parties
to
perform
fair
value
determinations,
subject
to
board
oversight
and
certain
other
conditions.
Rule
2a-5
also
defines
when
market
quotations
are
“readily
available”
for
purposes
of
Section
2(a)(41)
of
the
1940
Act,
which
requires
a
fund
to
fair
value
a
security
when
market
quotation
are
not
readily
available.
The
SEC
also
adopted
new
Rule
31a-4
under
the
1940
Act,
which
sets
forth
the
recordkeeping
requirements
associated
with
fair
value determinations.
Finally,
the
SEC
is
rescinding
previously
issued
guidance
on
related
issues,
including
the
role
of
a
board
in
determining
fair
value
and
the
accounting
and
auditing
of
fund
investments.
Rule
2a-5
and
Rule
31a-4
became
effective
on
March
8,
2021,
with
a
compliance
date
of
September
8,
2022.
A
fund
may
voluntarily
comply
with
the
rules
after
the
effective
date,
and
in
advance
of
the
compliance
date,
under
certain
conditions.
Management
is
currently
assessing
the
impact
of
these
provisions
on
the
Fund’s
financial
statements.
3.
Investment
Valuation
and
Fair
Value
Measurements
The
Fund's
investments
in
securities
are
recorded
at
their
estimated
fair
value
utilizing
valuation
methods
approved
by
the
Board.
Fair
value
is
defined
as
the
price
that
would
be
received
upon
selling
an
investment
or
transferring
a
liability
in
an
orderly
transaction
to
an
independent
buyer
in
the
principal
or
most
advantageous
market
for
the
investment.
U.S.
GAAP
establishes
the
three-tier
hierarchy
which
is
used
to
maximize
the
use
of
observable
market
data
and
minimize
the
use
of
unobservable
inputs
and
to
establish
classification
of
fair
value
measurements
for
disclosure
purposes.
Observable
inputs
reflect
the
assumptions
market
participants
would
use
in
pricing
the
asset
or
liability.
Observable
inputs
are
based
on
market
data
obtained
from
sources
independent
of
the
reporting
entity.
Unobservable
inputs
reflect
management’s
assumptions
about
the
assumptions
market
participants
would
use
in
pricing
the
asset
or
liability.
Unobservable
inputs
are
based
on
the
best
information
available
in
the
circumstances.
The
following
is
a
summary
of
the
three-tiered
hierarchy
of
valuation
input
levels.
Level
1
–
Inputs
are
unadjusted
and
prices
are
determined
using
quoted
prices
in
active
markets
for
identical
securities.
Level
2
–
Prices
are
determined
using
other
significant
observable
inputs
(including
quoted
prices
for
similar
securities,
interest
rates,
credit
spreads,
etc.).
Level
3
–
Prices
are
determined
using
significant
unobservable
inputs
(including
management’s
assumptions
in
determining
the
fair
value
of
investments).
A
description
of
the
valuation
techniques
applied
to
the
Fund's
major
classifications
of
assets
and
liabilities
measured
at
fair
value
follows:
Equity
securities
and
exchange-traded
funds
listed
or
traded
on
a
national
market
or
exchange
are
valued
based
on
their
sale
price
at
the
official
close
of
business
of
such
market
or
exchange
on
the
valuation
date.
Foreign
equity
securities
and
registered
investment
companies
that
trade
on
a
foreign
exchange
are
valued
at
the
last
sale
price
or
official
closing
price
reported
on
the
exchange
where
traded
and
converted
to
U.S.
dollars
at
the
prevailing
rates
of
exchange
on
the
date
of
valuation.
To
the
extent
these
securities
are
actively
traded
and
that
valuation
adjustments
are
not
applied,
they
are
generally
classified
as
Level
1.
If
there
is
no
official
close
of
business,
then
the
latest
available
sale
price
is
utilized.
If
no
sales
are
reported,
then
the
mean
of
the
latest
available
bid
and
ask
prices
is
utilized
and
these
securities
are
generally
classified
as
Level
2.
Any
portfolio
security
or
derivative
for
which
market
quotations
are
not
readily
available
or
for
which
the
above
valuation
procedures
are
deemed
not
to
reflect
fair
value
are
valued
at
fair
value,
as
determined
in
good
faith
using
procedures
approved
by
the
Board.
As
a
general
principle,
the
fair
value
of
a
security
would
appear
to
be
the
amount
that
the
owner
might
reasonably
expect
to
receive
for
it
in
a
current
sale.
A
variety
of
factors
may
be
considered
in
determining
the
fair
value
of
such
securities,
which
may
include
consideration
of
the
following:
yields
or
prices
of
investments
of
comparable
quality,
type
of
issue,
coupon,
maturity
and
rating,
market
quotes
or
indications
of
value
from
security
dealers,
evaluations
of
anticipated
cash
flows
or
collateral,
general
market
conditions
and
other
information
and
analysis,
including
the
obligor’s
credit
characteristics
considered
relevant.
To
the
extent
the
inputs
are
observable
and
timely,
the
values
would
be
classified
as
Level
2
of
the
fair
value
hierarchy;
otherwise
they
would
be
classified
as
Level
3.
Notes
to
Financial
Statements
(Unaudited)
(continued)
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
and
Investments
in
Derivatives
Portfolio
Securities
Securities
Lending
The
Fund
may
lend
securities
representing
up
to
one-third
of
the
value
of
its
total
assets
to
broker-dealers,
banks,
and
other
institutions
in
order
to
generate
additional
income.
When
loaning
securities,
the
Fund
retains
the
benefits
of
owning
the
securities,
including
the
economic
equivalent
of
dividends
or
interest
generated
by
the
security.
The
loans
are
continuous,
can
be
recalled
at
any
time,
and
have
no
set
maturity.
State
Street
Bank
and
Trust
Company,
serves
as
the
securities
lending
agent
(the
“Agent”).
When
a
Fund
loans
its
portfolio
securities,
it
will
receive,
at
the
inception
of
each
loan,
cash
collateral
equal
to
an
amount
not
less
than
100%
of
the
market
value
of
the
loaned
securities.
The
actual
percentage
of
the
cash
collateral
will
vary
depending
upon
the
asset
type
of
the
loaned
securities.
Collateral
for
the
loaned
securities
is
invested
in
a
government
money
market
vehicle
maintained
by
the
Agent,
which
is
subject
to
the
requirements
of
Rule
2a-7
under
the
1940
Act.
The
value
of
the
loaned
securities
and
the
liability
to
return
the
cash
collateral
received
are
recognized
on
the
Statement
of
Assets
and
Liabilities.
If
the
market
value
of
the
loaned
securities
increases,
the
borrower
must
furnish
additional
collateral
to
the
Fund,
which
is
also
recognized
on
the
Statement
of
Assets
and
Liabilities.
Securities
out
on
loan
are
subject
to
termination
at
any
time
at
the
option
of
the
borrower
or
the
Fund.
Upon
termination,
the
borrower
is
required
to
return
to
the
Fund
securities
identical
to
the
securities
loaned.
During
the
term
of
the
loan,
the
Fund
bears
the
market
risk
with
respect
to
the
investment
of
collateral
and
the
risk
that
the
Agent
may
default
on
its
contractual
obligations
to
the
Fund.
The
Agent
bears
the
risk
that
the
borrower
may
default
on
its
obligation
to
return
the
loaned
securities
as
the
Agent
is
contractually
obligated
to
indemnify
the
Fund
if
at
the
time
of
a
default
by
a
borrower
some
or
all
of
the
loan
securities
have
not
been
returned.
Securities
lending
income
recognized
by
a
Fund
consists
of
earnings
on
invested
collateral
and
lending
fees,
net
of
any
rebates
to
the
borrower
and
compensation
to
the
Agent.
Such
income
is
recognized
on
the
Statement
of
Operations.
As
of
the
end
of
the
reporting
period,
the
Fund
did
not
have
any
securities
out
on
loan.
Investment
Transactions
Long-term
purchases
and
sales
(excluding in-kind
transactions)
during
the
current fiscal
period
were
as
follows:
In-kind
transactions
during
the
current
fiscal
period
were
as
follows:
The
Fund
may
purchase
securities
on
a
when-issued
or
delayed-delivery
basis.
Securities
purchased
on
a
when-issued
or
delayed-delivery
basis
may
have
extended
settlement
periods;
interest
income
is
not
accrued
until
settlement
date.
Any
securities
so
purchased
are
subject
to
market
fluctuation
during
this
period.
The
Fund
has
earmarked
securities
in its
portfolio
with
a
current
value
at
least
equal
to
the
amount
of
the
when-issued/delayed
delivery
purchase
commitments.
If the
Fund
has
outstanding
when-issued/delayed-delivery
purchases
commitments
as
of
the
end
of
the
reporting
period,
such
amounts
are
recognized
on
the
Statement
of
Assets
and
Liabilities.
Investments
in
Derivatives
The Fund
is
authorized
to
invest
in
certain
derivative
instruments.
The
Fund
records
derivative
instruments
at
fair
value,
with
changes
in
fair
value
recognized
on
the
Statement
of
Operations,
when
applicable.
Even
though
the
Fund's
investments
in
derivatives
may
represent
economic
hedges,
they
are
not
considered
to
be
hedge
transactions
for
financial
reporting
purposes.
Although
the
Fund is
authorized
to
invest
in
derivative
instruments,
and
may
do
so
in
the
future, it
did
not
make
any
such
investments
during
the
current
fiscal
period.
NURE
Level
1
Level
2
Level
3
Total
Long-Term
Investments*:
Real
Estate
Investment
Trust
Common
Stocks
$
106,128,875
$
–
$
–
$
106,128,875
Total
$
106,128,875
$
–
$
–
$
106,128,875
*
Refer
to
the
Fund's
Portfolio
of
Investments
for
industry
classifications.
Fund
Purchases
Sales
NURE
$
8,543,658
$
8,451,444
Fund
In-Kind
Purchases
In-Kind
Sales
NURE
$
63,258,726
$
43,387,540
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
predetermined
threshold
amount.
5.
Fund
Shares
The
Fund
issues
and
redeems
its
shares
on
a
continuous
basis
at
NAV
only
in
aggregations
of
a
specified
number
of
shares
or
multiples
thereof
(“Creation
Units”).
Only
certain
institutional
investors
(referred
to
as
“Authorized
Participants”)
who
have
entered
into
agreements
with
Nuveen
Securities,
LLC,
the
Fund’s
distributor,
may
purchase
and
redeem
Creation
Units.
Once
created,
shares
of
the
Fund
trade
on
the
Exchange
at
market
prices
and
are
only
available
to
individual
investors
through
their
brokers.
Creation
Units
are
purchased
and
redeemed
in-kind
for
a
designated
portfolio
of
securities
included
in
the
Fund’s
Index
and/or
a
specified
amount
of
cash.
Authorized
Participants
are
charged
fixed
transaction
fees
in
connection
with
purchasing
and
redeeming
Creation
Units.
Authorized
Participants
transacting
in
Creation
Units
for
cash
may
also
pay
an
additional
variable
charge
to
compensate
the
Fund
for
certain
transaction
costs
(i.e.,
taxes
on
currency
or
other
financial
transactions,
and
brokerage
costs)
and
market
impact
expenses
it
incurs
in
purchasing
or
selling
portfolio
securities.
Such
variable
charges,
if
any,
are
included
in
“Proceeds
from
shares
sold”
on
the
Statements
of
Changes
in
Net
Assets.
Transactions
in
Fund
shares
during
the
current
and
prior
period
were
as
follows:
6.
Income
Tax
Information
The
Fund
intends
to
distribute
substantially
all
of
its
net
investment
income
and
net
capital
gains
to
shareholders
and
otherwise
comply
with
the
requirements
of
Subchapter
M
of
the
Internal
Revenue
Code
applicable
to
regulated
investment
companies.
Therefore,
no
federal
income
tax
provision
is
required.
The
Fund
files
income
tax
returns
in
U.S.
federal
and
applicable
state
and
local
jurisdictions.
A
Fund's
federal
income
tax
returns
are
generally
subject
to
examination
for
a
period
of
three
fiscal
years
after
being
filed.
State
and
local
tax
returns
may
be
subject
to
examination
for
an
additional
period
of
time
depending
on
the
jurisdiction.
Management
has
analyzed the
Fund's
tax
positions
taken
for
all
open
tax
years
and
has
concluded
that
no
provision
for
income
tax
is
required
in
the
Fund's
financial
statements.
As
of
the
end
of
the
reporting
period,
the
aggregate
cost
and
the
net
unrealized
appreciation/(depreciation)
of
all
investments
for
federal
income
tax
purposes
was
as
follows:
For
purposes
of
this
disclosure,
tax
cost
generally
includes
the
cost
of
portfolio
investments
as
well
as
up-front
fees
or
premiums
exchanged
on
derivatives
and
any
amounts
unrealized
for
income
statement
reporting
but
realized
income
and/or
capital
gains
for
tax
reporting,
if
applicable.
As
of
prior
fiscal
period
end,
the
components
of
accumulated
earnings
on
a
tax
basis
were
as
follows:
Six
Months
Ended
6/30/22
Year
Ended
12/31/21
Shares
Amount
Shares
Amount
Shares
sold
1,650,000
63,273,950
2,550,000
91,378,235
Shares
redeemed
(1,250,000)
(43,440,860)
(550,000)
(19,324,895)
Net
increase
(decrease)
400,000
19,833,090
2,000,000
72,053,340
Fund
Tax
Cost
Gross
Unrealized
Appreciation
Gross
Unrealized
(Depreciation)
Net
Unrealized
Appreciation
(Depreciation)
NURE
$
125,313,173
$
647,417
$
(19,831,715)
$
(19,184,298)
Notes
to
Financial
Statements
(Unaudited)
(continued)
As
of
prior
fiscal
period
end,
the
Fund
had
capital
loss
carryforwards,
which
will
not
expire:
7.
Management
Fees
and
Other
Transactions
with
Affiliates
Management
Fees
The
annual
management
fee,
payable
monthly,
is
0.35%
of
the
average
daily
net
assets
of
the
Fund.
The
Fund’s
management
fee
compensates
the
Adviser
for
its
investment
advisory
services
to
the
Fund.
The
Sub-Adviser
is
compensated
for
its
services
to
the
Fund
from
the
management
fees
paid
to
the
Adviser.
The
Adviser
is
responsible
for
substantially
all
other
expenses
of
the
Fund,
except
any
future
distribution
and/or
service
fees,
interest
expenses,
taxes,
acquired
fund
fees
and
expenses,
fees
incurred
in
acquiring
and
disposing
of
portfolio
securities,
fees
and
expenses
of
the
independent
trustees
(including
any
trustees’
counsel
fees),
certain
compensation
expenses
of
the
Fund’s
chief
compliance
officer,
litigation
expenses
and
extraordinary
expenses.
Other
Transactions
with
Affiliates
The
Fund
is
permitted
to
purchase
or
sell
securities
from
or
to
certain
other
funds
or
accounts
managed
by
the
Sub-Adviser
(“Affiliated
Entity”)
under
specified
conditions
outlined
in
procedures
adopted
by
the
Board
(“cross-trade”).
These
procedures
have
been
designed
to
ensure
that
any
cross-trade
of
securities
by
the
Fund
from
or
to
an
Affiliated
Entity
by
virtue
of
having
a
common
investment
adviser
(or
affiliated
investment
adviser),
common
officer
and/or
common
trustee
complies
with
Rule
17a-7
under
the
1940
Act.
These
transactions
are
effected
at
the
current
market
price
(as
provided
by
an
independent
pricing
service)
without
incurring
broker
commissions.
During
the
current
fiscal
period,
the
Fund
did
not
engage
in
cross-trades
pursuant
to
these
procedures.
As
of
the
end
of
the
reporting
period,
the
percentage
of
Fund
shares
owned
by
TIAA
are
as
follows:
Fund
Undistributed
Ordinary
Income
Undistributed
Long-Term
Capital
Gains
Unrealized
Appreciation
(Depreciation)
Capital
Loss
Carryforwards
Late-Year
Loss
Deferrals
Other
Book-to-Tax
Differences
Total
NURE
$
—
$
—
$
15,006,280
$
(4,761,747)
$
—
$
—
$
10,244,533
Fund
Short-Term
Long-Term
Total
NURE
$
1,678,197
$
3,083,550
$
4,761,747
Fund
TIAA
Owned
Shares
NURE
3
%
Additional
Fund
Information
(Unaudited)
The
tables
below
show
the
number
and
percentage
of
days
during
the
current
fiscal
period
that
each
Fund’s
market
price
was
greater
than
its
NAV
per
share
(i.e.,
at
premium)
and
less
than
its
NAV
per
share
(i.e.,
at
a
discount).
The
market
price
is
determined
using
the
midpoint
between
the
highest
bid
and
the
lowest
offer
on
the
applicable
Fund’s
listing
exchange,
as
of
the
time
that
the
Fund’s
NAV
is
calculated
(normally
4:00
p.m.
Eastern
Time).
Investment
Adviser
Nuveen
Fund
Advisors,
LLC
333
West
Wacker
Drive
Chicago,
IL
60606
Sub-Adviser
Teachers
Advisors,
LLC
730
Third
Avenue
New
York,
NY
10017-3206
Independent
Registered
Public
Accounting
Firm
KPMG
LLP
200
East
Randolph
Street
Chicago,
IL
60601
Administrator,
Custodian
and
Transfer
Agent
Brown
Brothers
Harriman
50
Post
Office
Square
Boston,
MA
02110
Legal
Counsel
Chapman
and
Cutler
LLP
Chicago,
IL
60603
Morgan
Lewis
&
Bockius
LLP
111
Pennsylvania
Avenue,
NW
Washington,
D.C.
20004
Six
Months
Ended
June
30,
2022
Number
of
Days
%
of
Total
Days
Premium/Discount
Range:
0.00%
to
0.25%
76
61.3%
(0.01)%
to
(0.25)%
48
38.7%
124
100.0%
Portfolio
of
Investments
Information
The
Fund
is
required
to
file
its
complete
schedule
of
portfolio
holdings
with
the
Securities
and
Exchange
Commission
(SEC)
for
the
first
and
third
quarters
of
each
fiscal
year
as
an
exhibit
to
its
report
on
Form
N-PORT.
You
may
obtain
this
information
on
the
SEC’s
website
at
http://www.sec.gov.
Nuveen
Funds’
Proxy
Voting
Information
You
may
obtain
(i)
information
regarding
how
each
fund
voted
proxies
relating
to
portfolio
securities
held
during
the
most
recent
twelve-month
period
ended
June
30,
without
charge,
upon
request,
by
calling
Nuveen
toll-free
at
(800)
257-8787
or
on
Nuveen’s
website
at
www.nuveen.com
and
(ii)
a
description
of
the
policies
and
procedures
that
each
fund
used
to
determine
how
to
vote
proxies
relating
to
portfolio
securities
without
charge,
upon
request,
by
calling
Nuveen
toll-free
at
(800)
257-8787.
You
may
also
obtain
this
information
directly
from
the
SEC.
Visit
the
SEC
on-line
at
http://www.sec.gov.
FINRA
BrokerCheck
:
The
Financial
Industry
Regulatory
Authority
(FINRA)
provides
information
regarding
the
disciplinary
history
of
FINRA
member
firms
and
associated
investment
professionals.
This
information
as
well
as
an
investor
brochure
describing
FINRA
BrokerCheck
is
available
to
the
public
by
calling
the
FINRA
BrokerCheck
Hotline
number
at
(800)
289-9999
or
by
visiting
www.FINRA.org.
Glossary
of
Terms
Used
in
this
Report
(Unaudited)
Average
Annual
Total
Return:
This
is
a
commonly
used
method
to
express
an
investment’s
performance
over
a
particular,
usually
multi-year
time
period.
It
expresses
the
return
that
would
have
been
necessary
each
year
to
equal
the
investment’s
actual
cumulative
performance
(including
change
in
NAV
or
offer
price
and
reinvested
dividends
and
capital
gains
distributions,
if
any)
over
the
time
period
being
considered.
Dow
Jones
U.S.
Select
REIT
Index
:
An
index
designed
to
measure
the
performance
of
U.S.
exchange-traded
equity
REITs.
The
index
is
a
subset
of
the
Dow
Jones
U.S.
Select
Real
Estate
Securities
Index
(RESI),
which
represents
equity
REITs
and
real
estate
operating
companies
(REOCs)
traded
in
the
U.S.
Index
returns
assume
reinvestment
of
distributions,
but
do
not
reflect
any
applicable
sales
charges
or
management
fees.
Dow
Jones
U.S.
Select
Short-Term
REIT
Index:
An
index
composed
of
U.S.
exchange-traded
equity
REITs
that
concentrate
their
holdings
in
apartment
buildings,
hotels,
self-storage
facilities
and
manufactured
home
properties,
which
typically
have
shorter
lease
durations
than
REITs
that
invest
in
other
sectors.
Index
returns
assume
reinvestment
of
distributions,
but
do
not
reflect
any
applicable
sales
charges
or
management
fees.
Net
Assets
Value
(NAV)
Per
Share:
A
fund’s
Net
Assets
is
equal
to
its
total
assets
(securities,
cash
and
accrued
earnings)
less
its
total
liabilities.
NAV
per
share
is
equal
to
the
fund’s
Net
Assets
divided
by
its
number
of
shares
outstanding.
Real
Estate
Investment
Trust
(REIT):
A
REIT
is
a
corporation
or
trust
that
invests
in
residential
or
commercial
real
estate.
Annual
Investment
Management
Agreement
Approval
Process
(Unaudited)
At
a
meeting
held
on
May
23-25,
2022
(the
“May
Meeting”),
the
Board
of
Trustees
(the
“Board”
and
each
Trustee,
a
“Board
Member”)
of
Nushares
ETF
Trust,
which
is
comprised
entirely
of
Board
Members
who
are
not
“interested
persons”
(as
defined
under
the
Investment
Company
Act
of
1940
(the
“1940
Act”))
(the
“Independent
Board
Members”),
approved
the
renewal
of
the
management
agreement
(the
“Investment
Management
Agreement”)
with
Nuveen
Fund
Advisors,
LLC
(the
“Adviser”)
pursuant
to
which
the
Adviser
serves
as
investment
adviser
to
the
Fund
and
the
sub-
advisory
agreement
(the
“Sub-Advisory
Agreement”)
with
Teachers
Advisors,
LLC
(the
“Sub-Adviser”)
pursuant
to
which
the
Sub-Adviser
serves
as
the
sub-adviser
to
the
Fund
for
an
additional
one-year
term.
As
the
Board
is
comprised
of
all
Independent
Board
Members,
the
references
to
the
Board
and
the
Independent
Board
Members
are
interchangeable.
Following
up
to
an
initial
two-year
period,
the
Board
considers
the
renewal
of
the
Investment
Management
Agreement
and
Sub-Advisory
Agreement
on
behalf
of
the
Fund
on
an
annual
basis.
The
Investment
Management
Agreement
and
Sub-Advisory
Agreement
are
collectively
referred
to
as
the
“Advisory
Agreements,”
and
the
Adviser
and
the
Sub-Adviser
are
collectively,
the
“Fund
Advisers”
and
each,
a
“Fund
Adviser.”
The
Board
has
established
various
standing
committees
composed
of
various
Independent
Board
Members
that
are
assigned
specific
responsibilities
to
enhance
the
effectiveness
of
the
Board’s
oversight
and
decision
making.
Throughout
the
year,
the
Board
and
its
committees
meet
regularly
and,
at
these
meetings,
receive
regular
and/or
special
reports
that
cover
an
extensive
array
of
topics
and
information
that
are
relevant
to
the
Board’s
annual
consideration
of
the
renewal
of
the
advisory
agreements
for
the
Nuveen
funds.
Such
information
may
address,
among
other
things,
fund
performance
and
risk
information;
the
Adviser’s
strategic
plans;
product
initiatives
for
various
funds;
the
review
of
the
funds
and
investment
teams;
compliance,
regulatory
and
risk
management
matters;
the
trading
practices
of
the
various
sub-advisers
to
the
Nuveen
funds;
management
of
distributions;
valuation
of
securities;
fund
expenses;
securities
lending;
liquidity
management;
and
overall
market
and
regulatory
developments.
The
Board
also
seeks
to
meet
periodically
with
the
Nuveen
funds’
sub-advisers
and/or
portfolio
teams,
when
feasible.
The
Board
further
meets,
among
other
things,
to
specifically
consider
the
annual
renewal
of
the
advisory
agreements
for
the
Nuveen
funds.
In
connection
with
its
annual
consideration
of
the
advisory
agreements
for
the
Nuveen
funds,
the
Board,
through
its
independent
legal
counsel,
requested
and
received
extensive
materials
and
information
prepared
specifically
for
its
review
of
such
advisory
agreements
by
the
Adviser
and
by
Broadridge
Financial
Solutions,
Inc.
(“Broadridge”),
an
independent
provider
of
investment
company
data.
The
materials
cover
a
wide
range
of
topics
including,
but
not
limited
to,
a
description
of
the
nature,
extent
and
quality
of
services
provided
by
the
Fund
Advisers;
a
review
of
product
actions
taken
during
2021
(such
as
mergers,
liquidations,
fund
launches,
changes
to
investment
teams,
and
changes
to
investment
policies);
a
review
of
each
sub-adviser
to
the
Nuveen
funds
and/or
the
applicable
investment
teams;
an
analysis
of
fund
performance
in
absolute
terms
and
as
compared
to
the
performance
of
certain
peer
funds
and
benchmarks
with
a
focus
on
any
performance
outliers;
an
analysis
of
the
fees
and
expense
ratios
of
the
Nuveen
funds
in
absolute
terms
and
as
compared
to
those
of
certain
peer
funds
with
a
focus
on
any
expense
outliers;
a
review
of
management
fee
schedules;
a
description
of
portfolio
manager
compensation;
a
review
of
the
performance
of
various
service
providers;
a
description
of
various
initiatives
Nuveen
had
undertaken
or
continued
in
2021
and
2022
for
the
benefit
of
particular
fund(s)
and/or
the
complex;
a
description
of
the
profitability
or
financial
data
of
Nuveen
and
the
sub-advisers
to
the
Nuveen
funds;
and
a
description
of
indirect
benefits
received
by
the
Adviser
and
the
sub-advisers
as
a
result
of
their
relationships
with
the
Nuveen
funds.
The
information
prepared
specifically
for
the
annual
review
supplemented
the
information
provided
to
the
Board
and
its
committees
and
the
evaluations
of
the
Nuveen
funds
by
the
Board
and
its
committees
during
the
year.
The
Board’s
review
of
the
advisory
agreements
for
the
Nuveen
funds
is
based
on
all
the
information
provided
to
the
Board
and
its
committees
throughout
the
year
as
well
as
the
information
prepared
specifically
with
respect
to
the
annual
review
of
such
advisory
agreements.
In
continuing
its
practice,
the
Board
met
prior
to
the
May
Meeting
to
begin
its
considerations
of
the
renewal
of
the
Advisory
Agreements.
Accordingly,
on
April
13-14,
2022
(the
“April
Meeting”),
the
Board
met
to
review
and
discuss,
in
part,
the
performance
of
the
Nuveen
funds
and
the
Adviser’s
evaluation
of
each
sub-adviser
to
the
Nuveen
funds
and/or
its
investment
teams.
At
the
April
Meeting,
the
Board
Members
asked
questions
and
requested
additional
information
that
was
provided
for
the
May
Meeting.
The
Independent
Board
Members
considered
the
review
of
the
advisory
agreements
for
the
Nuveen
funds
to
be
an
ongoing
process
and
employed
the
accumulated
information,
knowledge
and
experience
the
Board
Members
had
gained
during
their
tenure
on
the
boards
governing
the
Nuveen
funds
and
working
with
the
Adviser
and
sub-advisers
in
their
review
of
the
advisory
agreements.
The
contractual
arrangements
are
a
result
of
multiple
years
of
review,
negotiation
and
information
provided
in
connection
with
the
boards’
annual
review
of
the
Nuveen
funds’
advisory
arrangements
and
oversight
of
the
Nuveen
funds.
The
Independent
Board
Members
were
advised
by
independent
legal
counsel
during
the
annual
review
process
as
well
as
throughout
the
year,
including
meeting
in
executive
sessions
with
such
counsel
at
which
no
representatives
from
the
Adviser
or
the
Sub-Adviser
were
present.
In
connection
with
their
annual
review,
the
Independent
Board
Members
also
received
a
memorandum
from
independent
legal
counsel
outlining
their
fiduciary
duties
and
legal
standards
in
reviewing
the
Advisory
Agreements,
including
guidance
from
court
cases
evaluating
advisory
fees.
The
Board’s
decision
to
renew
the
Advisory
Agreements
was
not
based
on
a
single
identified
factor,
but
rather
the
decision
reflected
the
comprehensive
consideration
of
all
the
information
provided
to
the
Board
and
its
committees
throughout
the
year
as
well
as
the
materials
prepared
specifically
in
connection
with
the
renewal
process.
Each
Board
Member
may
have
attributed
different
levels
of
importance
to
the
various
factors
and
information
considered
in
connection
with
the
approval
process
and
may
place
different
emphasis
on
the
relevant
information
year
to
year
in
light
of,
among
other
things,
changing
market
and
economic
conditions.
A
summary
of
the
principal
factors
and
information,
but
not
all
the
factors,
the
Board
considered
in
deciding
to
renew
the
Advisory
Agreements
is
set
forth
below.
Annual
Investment
Management
Agreement
Approval
Process
(Unaudited)
(continued)
A.
Nature,
Extent
and
Quality
of
Services
In
evaluating
the
renewal
of
the
Advisory
Agreements,
the
Independent
Board
Members
received
and
considered
information
regarding
the
nature,
extent
and
quality
of
the
applicable
Fund
Adviser’s
services
provided
to
the
Fund
with
particular
focus
on
the
services
and
enhancements
to
such
services
provided
during
the
last
year.
The
Independent
Board
Members
considered
the
Investment
Management
Agreement
and
the
Sub-Advisory
Agreement
separately
in
the
course
of
their
review.
With
this
approach,
they
considered
the
respective
roles
of
the
Adviser
and
the
Sub-Adviser
in
providing
services
to
the
Fund.
The
Board
recognized
that
the
Nuveen
funds
operate
in
a
highly
regulated
industry
and,
therefore,
the
Adviser
has
provided
a
wide
array
of
management,
oversight
and
administrative
services
to
manage
and
operate
the
funds,
and
the
scope
and
complexity
of
these
services
have
expanded
over
time
as
a
result
of,
among
other
things,
regulatory,
market
and
other
developments.
The
Board
accordingly
considered
the
Adviser’s
dedication
of
extensive
resources,
time,
people
and
capital
employed
to
support
and
manage
the
Nuveen
funds
as
well
as
the
Adviser’s
continued
program
of
developing
improvements
and
innovations
for
the
benefit
of
the
funds
and
shareholders
and
to
meet
the
ever
increasing
regulatory
requirements
applicable
to
the
funds.
In
this
regard,
the
Board
received
and
reviewed
information
regarding,
among
other
things,
the
Adviser’s
investment
oversight
responsibilities,
regulatory
and
compliance
services,
administrative
duties
and
other
services.
The
Board
considered
the
Adviser’s
investment
oversight
team’s
extensive
services
in
overseeing
the
various
sub-advisers
to
the
Nuveen
funds;
evaluating
fund
performance;
and
preparing
reports
to
the
Board
addressing,
among
other
things,
fund
performance,
market
conditions,
investment
team
matters,
product
developments
and
management
proposals.
The
Board
further
recognized
the
range
of
services
the
various
teams
of
the
Adviser
provided
including,
but
not
limited
to,
overseeing
operational
and
risk
management;
managing
liquidity;
overseeing
the
daily
valuation
process
and
managing
distributions
in
seeking
to
deliver
long-term
fund
earnings
to
shareholders
consistent
with
the
respective
Nuveen
fund’s
product
design
and
positioning.
The
Board
also
considered
the
structure
of
investment
personnel
compensation
of
each
Fund
Adviser
and
whether
the
structure
provides
appropriate
incentives
to
attract
and
maintain
qualified
personnel
and
to
act
in
the
best
interests
of
the
respective
Nuveen
fund.
The
Board
further
recognized
that
the
Adviser’s
compliance
and
regulatory
functions
were
integral
to
the
investment
management
of
the
Nuveen
funds.
The
Board
recognized
such
services
included,
but
were
not
limited
to,
managing
compliance
policies;
monitoring
compliance
with
applicable
policies,
law
and
regulations;
devising
internal
compliance
programs
and
a
framework
to
review
and
assess
compliance
programs;
overseeing
sub-adviser
compliance
testing;
preparing
compliance
training
materials;
and
responding
to
regulatory
requests.
The
Board
further
considered
information
regarding
the
Adviser’s
business
continuity
and
disaster
recovery
plans
as
well
as
information
regarding
its
information
security
program,
including
presentations
of
such
program
provided
at
a
site
visit
in
2022,
to
help
identify
and
manage
information
security
risks.
In
addition
to
the
above
functions,
the
Board
considered
that
the
Adviser
also
provides,
among
other
things,
fund
administration
services
(such
as
preparing
fund
tax
returns
and
other
tax
compliance
services;
preparing
regulatory
filings;
interacting
with
the
Nuveen
funds’
independent
public
accountants
and
overseeing
other
service
providers;
and
managing
fund
budgets
and
expenses);
product
management
services
(such
as
evaluating
and
enhancing
products
and
strategies);
legal
services
(such
as
helping
to
prepare
and
file
registration
statements
and
proxy
statements;
overseeing
fund
activities
and
providing
legal
interpretations
regarding
such
activities;
maintaining
regulatory
registrations
and
negotiating
agreements
with
other
fund
service
providers;
and
monitoring
changes
in
regulatory
requirements
and
commenting
on
rule
proposals
impacting
investment
companies);
and
oversight
of
shareholder
services
and
transfer
agency
functions
(such
as
overseeing
transfer
agent
service
providers
which
include
registered
shareholder
customer
service
and
transaction
processing;
overseeing
proxy
solicitation
and
tabulation
services;
and
overseeing
the
production
and
distribution
of
financial
reports
by
service
providers).
The
Board
also
considered
the
quality
of
support
services
and
communications
the
Adviser
provided
the
Board,
including,
in
part,
organizing
and
administrating
Board
meetings
and
supporting
Board
committees;
preparing
regular
and
ad
hoc
reports
on
fund
performance,
market
conditions
and
investment
team
matters;
providing
due
diligence
reports
addressing
product
development
and
management
proposals;
and
coordinating
site
visits
of
the
Board
and
presentations
by
investment
teams
and
senior
management.
In
addition
to
the
services
provided,
the
Board
considered
the
financial
resources
of
the
Adviser
and
its
affiliates
and
their
willingness
to
make
investments
in
the
technology,
personnel
and
infrastructure
to
support
the
Nuveen
funds,
including
maintaining
a
seed
capital
budget
to
support
new
or
existing
funds
and/or
facilitate
changes
for
a
respective
fund.
Further,
the
Board
noted
the
benefits
to
shareholders
of
investing
in
a
fund
that
is
a
part
of
a
large
fund
complex
with
a
variety
of
investment
disciplines,
capabilities,
expertise
and
resources
available
to
navigate
and
support
the
Nuveen
funds
including
during
stressed
times.
The
Board
recognized
the
overall
reputation
and
capabilities
of
the
Adviser
and
its
affiliates,
the
Adviser’s
continuing
commitment
to
provide
high
quality
services,
its
willingness
to
implement
operational
or
organizational
changes
in
seeking,
among
other
things,
to
enhance
efficiencies
and
services
to
the
Nuveen
funds
and
its
responsiveness
to
the
Board’s
questions
and/or
concerns
raised
throughout
the
year
and
during
the
annual
review
of
advisory
agreements.
The
Board
also
considered
the
significant
risks
borne
by
the
Adviser
and
its
affiliates
in
connection
with
their
services
to
the
Nuveen
funds,
including
entrepreneurial
risks
in
sponsoring
new
funds
and
ongoing
risks
with
managing
the
funds
such
as
investment,
operational,
reputational,
regulatory,
compliance
and
litigation
risks.
In
evaluating
services,
the
Board
reviewed
various
highlights
of
the
initiatives
the
Adviser
and
its
affiliates
have
undertaken
or
continued
in
2021
and
2022
to
benefit
the
Nuveen
complex
and/or
particular
Nuveen
funds
and
meet
the
requirements
of
an
increasingly
complex
regulatory
environment
including,
but
not
limited
to:
Centralization
of
Functions
–
ongoing
initiatives
to
centralize
investment
leadership
and
create
a
more
cohesive
market
approach
and
centralized
shared
support
model
(including
through
the
consolidation
of
certain
affiliated
sub-advisers)
in
seeking
to
operate
more
effectively
and
enhance
the
research
capabilities
and
services
to
the
Nuveen
funds;
Fund
Improvements
and
Product
Management
Initiatives
–
continuing
to
proactively
manage
the
Nuveen
fund
complex
as
a
whole
and
at
the
individual
fund
level
with
an
aim
to
continually
improve
product
platforms
and
investment
strategies
to
better
serve
shareholders
through,
among
other
things,
rationalizing
the
product
line
and
gaining
efficiencies
through
mergers,
repositionings
and
liquidations;
launching
new
funds;
reviewing
and
updating
investment
policies
and
benchmarks;
soft
closing
certain
funds;
modifying
the
conversion
periods
on
certain
share
classes;
and
evaluating
and
adjusting
portfolio
management
teams
as
appropriate
for
various
funds;
Capital
Initiatives
–
continuing
to
invest
capital
to
support
new
Nuveen
funds
with
initial
capital
as
well
as
to
support
existing
funds;
Liquidity
Management
–
continuing
to
operate
the
liquidity
management
program
of
the
applicable
Nuveen
funds
including
monitoring
daily
their
liquidity
profile
and
assessing
annually
the
overall
liquidity
risk
of
such
funds;
Compliance
Program
Initiatives
–
continuing
efforts
to
mitigate
compliance
risk
with
a
focus
on
environmental,
social
and
governance
(“ESG”)
controls
and
processes,
increase
operating
efficiencies,
implement
enhancements
to
strengthen
ongoing
execution
of
key
compliance
program
elements,
support
international
business
growth
and
facilitate
integration
of
Nuveen’s
operating
model;
Investment
Oversight
–
preparing
reports
to
the
Board
addressing,
among
other
things,
fund
performance;
market
conditions;
investment
team
matters;
product
developments;
changes
to
mandates,
policies
and
benchmarks;
and
other
management
proposals
as
well
as
preparing
and
coordinating
investment
presentations
to
the
Board;
Risk
Management
and
Valuation
Services
–
continuing
to
oversee
and
manage
risk
including,
among
other
things,
conducting
ongoing
calculations
and
monitoring
of
risk
measures
across
the
Nuveen
funds,
instituting
investment
risk
controls,
providing
risk
reporting
throughout
Nuveen,
participating
in
internal
oversight
committees,
dedicating
the
resources
and
time
to
develop
the
processes
necessary
to
help
address
fund
compliance
with
the
new
derivatives
rule
and
continuing
to
implement
an
operational
risk
framework
that
seeks
to
provide
greater
transparency
of
operational
risk
matters
across
the
complex
as
well
as
provide
multiple
other
risk
programs
that
seek
to
provide
a
more
disciplined
and
consistent
approach
to
identifying
and
mitigating
Nuveen’s
operational
risks.
Further,
the
securities
valuation
team
continues,
among
other
things,
to
oversee
the
daily
valuation
process
of
the
portfolio
securities
of
the
funds,
maintain
the
valuation
policies
and
procedures,
facilitate
valuation
committee
meetings,
manage
relationships
with
pricing
vendors,
prepare
relevant
valuation
reports
and
design
methods
to
simplify
and
enhance
valuation
workflow
within
the
organization
and
implement
processes
and
procedures
to
help
address
compliance
with
the
new
valuation
rule
applicable
to
the
funds;
Regulatory
Matters
–
continuing
efforts
to
monitor
regulatory
trends
and
advocate
on
behalf
of
Nuveen
and/or
the
Nuveen
funds,
to
implement
and
comply
with
new
or
revised
rules
and
mandates
and
to
respond
to
regulatory
inquiries
and
exams;
Government
Relations
–
continuing
efforts
of
various
Nuveen
teams
and
Nuveen’s
affiliates
to
develop
policy
positions
on
a
broad
range
of
issues
that
may
impact
the
Nuveen
funds,
advocate
and
communicate
these
positions
to
lawmakers
and
other
regulatory
authorities
and
work
with
trade
associations
to
ensure
these
positions
are
represented;
Business
Continuity,
Disaster
Recovery
and
Information
Security
–
continuing
efforts
of
Nuveen
to
periodically
test
and
update
business
continuity
and
disaster
recovery
plans
and,
together
with
its
affiliates,
to
maintain
an
information
security
program
that
seeks
to
identify
and
manage
information
security
risks,
and
provide
reports
to
the
Board,
at
least
annually,
addressing,
among
other
things,
management’s
security
risk
assessment,
cyber
risk
profile,
potential
impact
of
new
or
revised
laws
and
regulations,
incident
tracking
and
other
relevant
information
technology
risk-related
reports;
and
Distribution
Management
Services
–
continuing
to
manage
the
distributions
among
the
varying
types
of
Nuveen
funds
within
the
Nuveen
complex
to
be
consistent
with
the
respective
fund’s
product
design
and
positioning
in
striving
to
deliver
those
earnings
to
shareholders
in
a
relatively
consistent
manner
over
time
as
well
as
assisting
in
the
development
of
new
products
or
the
restructuring
of
existing
funds.
The
Board
further
considered
the
division
of
responsibilities
between
the
Adviser
and
the
Sub-Adviser
and
recognized
that
the
Sub-Adviser
and
its
investment
personnel
generally
are
responsible
for
the
management
of
the
Fund’s
portfolio
under
the
oversight
of
the
Adviser
and
the
Board.
The
Board
considered
an
analysis
of
the
Sub-Adviser
provided
by
the
Adviser
which
included,
among
other
things,
information
relating
to
the
assets
under
management
of
the
applicable
investment
team
and
changes
thereto,
a
summary
of
the
applicable
investment
team
and
changes
thereto,
the
investment
process
and
philosophy
of
the
applicable
investment
team,
the
performance
of
the
Nuveen
funds
sub-advised
by
the
Sub-Adviser
over
various
periods
of
time
and
a
summary
of
any
significant
policy
and/or
other
changes
to
the
Nuveen
funds
sub-advised
by
the
Sub-Adviser
and/or
managed
by
the
applicable
investment
team.
The
Board
further
considered
at
the
May
Meeting
or
prior
meetings
evaluations
of
the
Sub-Adviser’s
compliance
programs
and
trade
execution.
The
Board
noted
that
the
Adviser
recommended
the
renewal
of
the
Sub-Advisory
Agreement.
Based
on
its
review,
the
Board
determined,
in
the
exercise
of
its
reasonable
business
judgment,
that
it
was
satisfied
with
the
nature,
extent
and
quality
of
services
provided
to
the
Fund
under
each
Advisory
Agreement.
B.
The
Investment
Performance
of
the
Fund
and
Fund
Advisers
In
evaluating
the
quality
of
the
services
provided
by
the
Fund
Advisers,
the
Board
also
received
and
considered
a
variety
of
investment
performance
data
of
the
Nuveen
funds
they
advise.
In
evaluating
performance,
the
Board
recognized
that
performance
data
may
differ
significantly
depending
on
the
ending
date
selected,
particularly
during
periods
of
market
volatility,
and
therefore
considered
the
broader
perspective
of
performance
over
a
variety
of
time
periods
that
may
include
full
market
cycles.
In
this
regard,
the
Board
reviewed,
among
other
things,
fund
performance
over
various
periods.
The
performance
data
prepared
for
the
annual
review
of
the
advisory
agreements
for
the
Nuveen
funds
supplemented
the
fund
performance
data
that
the
Board
received
throughout
the
year
at
its
meetings
representing
differing
time
periods.
In
its
review,
the
Board
took
into
account
the
discussions
with
representatives
of
the
Adviser;
the
Adviser’s
analysis
regarding
fund
performance
that
occurred
at
these
Board
meetings
with
particular
focus
on
funds
that
were
considered
performance
outliers
(both
overperformance
and
underperformance);
the
factors
contributing
to
Annual
Investment
Management
Agreement
Approval
Process
(Unaudited)
(continued)
the
performance;
and
any
recommendations
or
steps
taken
to
address
performance
concerns.
Regardless
of
the
time
period
reviewed
by
the
Board,
the
Board
recognized
that
shareholders
may
evaluate
performance
based
on
their
own
holding
periods
which
may
differ
from
the
periods
reviewed
by
the
Board
and
lead
to
differing
results.
For
Nuveen
funds
that
had
changes
in
portfolio
managers
or
other
significant
changes
to
their
investment
strategies
or
policies
since
March
2019,
the
Board
reviewed
certain
tracking
performance
data
comparing
the
performance
of
such
funds
before
and
after
such
changes.
In
considering
performance
data,
the
Board
is
aware
of
certain
inherent
limitations
with
such
data,
including
that
differences
between
the
objective(s),
strategies
and
other
characteristics
of
the
Nuveen
funds
compared
to
certain
peer
groups
and/or
benchmark(s);
differences
in
the
composition
of
the
peer
group
over
time;
and
differences
in
the
types
and/or
levels
of
any
leverage
and
related
costs
with
that
of
the
peer
group
would
all
necessarily
contribute
to
differences
in
performance
results
and
limit
the
value
of
the
comparative
information.
The
Board
also
evaluated
performance
in
light
of
various
relevant
factors
which
may
include,
among
other
things,
general
market
conditions,
issuer-
specific
information,
asset
class
information,
leverage
and
fund
cash
flows.
In
relation
to
general
market
conditions,
the
Board
had
recognized
the
recent
periods
in
2022
of
general
market
volatility
and
underperformance.
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.
Further,
the
Board
recognized
that
the
market
and
economic
conditions
may
significantly
impact
a
fund’s
performance,
particularly
over
shorter
periods,
and
such
performance
may
be
more
reflective
of
such
economic
or
market
events
and
not
necessarily
reflective
of
management
skill.
Accordingly,
depending
on
the
facts
and
circumstances
including
any
differences
between
the
respective
Nuveen
fund
and
its
benchmark
and/or
peer
group,
the
Board
may
be
satisfied
with
a
fund’s
performance
notwithstanding
that
its
performance
may
be
below
that
of
its
benchmark
or
peer
group
for
certain
periods.
However,
with
respect
to
any
Nuveen
funds
for
which
the
Board
has
identified
performance
issues,
the
Board
monitors
such
funds
closely
until
performance
improves,
discusses
with
the
Adviser
the
reasons
for
such
results,
considers
whether
any
steps
are
necessary
or
appropriate
to
address
such
issues,
and
reviews
the
results
of
any
steps
undertaken.
The
Board
noted
that
the
Fund,
a
Nuveen
exchange-traded
fund
(“ETF”),
is
designed
to
track
the
performance
of
a
specified
index
(the
“Underlying
Index”).
In
its
review,
the
Board
received
and
reviewed
performance
information
including,
among
other
things,
the
net
asset
value
performance
of
the
Fund
over
the
quarter-,
one-,
three-
and
five-year
periods
ended
December
31,
2021
and
March
31,
2022.
The
Board
also
considered,
among
other
things,
the
Fund’s
performance
in
comparison
to
the
performance
of
its
Underlying
Index
and
a
broad-based
index
from
which
the
Underlying
Index
is
generally
derived,
underlying
factors
that
attributed
to
the
Fund’s
performance,
and
the
Fund’s
tracking
error
and
relative
return
compared
to
its
Underlying
Index
and
certain
peer
rankings
(the
peer
funds
upon
which
such
peer
rankings
are
based
are
referred
to
collectively
as
the
“Performance
Peer
Group”).
However,
given
the
Fund’s
investment
objective
of
seeking
investment
results
that
correspond
generally
to
the
performance
of
its
Underlying
Index,
the
Board
recognized
that
the
extent
to
which
the
Fund
tracked
its
benchmark
was
of
greater
relevance
in
assessing
the
performance
for
the
Fund
and
therefore
placed
more
emphasis
on
the
tracking
error
and
correlation
data
provided.
The
Board’s
determinations
with
respect
to
the
Fund
are
summarized
below.
The
Board
considered,
among
other
things,
the
performance
of
the
Fund
and
its
Underlying
Index
for
the
one-,
three-
and
five-year
periods
ended
December 31,
2021
and
March 31,
2022
as
well
as
its
tracking
error
compared
to
its
Underlying
Index
as
of
such
dates.
The
Board
noted
that
the
Fund
ranked
in
the
first
quartile
of
its
Performance
Peer
Group
for
the
one-,
three-
and
five-year
periods
ended
December 31,
2021
and
March 31,
2022.
Given
the
Fund’s
investment
objective,
however,
the
Board
placed
more
emphasis
on
its
review
of
the
tracking
error
and
correlation
data.
Based
on
its
review,
the
Board
was
generally
satisfied
with
the
Fund’s
overall
performance.
C.
Fees,
Expenses
and
Profitability
1.
Fees
and
Expenses
As
part
of
its
annual
review,
the
Board
generally
considered
the
contractual
management
fee
and
net
management
fee
(the
management
fee
after
taking
into
consideration
fee
waivers
and/or
expense
reimbursements,
if
any)
paid
by
a
Nuveen
fund
to
the
Adviser
in
light
of
the
nature,
extent
and
quality
of
the
services
provided.
The
Board
also
generally
considered
the
total
operating
expense
ratio
of
a
Nuveen
fund
before
and
after
any
fee
waivers
and/or
expense
reimbursements.
With
respect
to
the
Nuveen
ETFs,
such
as
the
Fund,
however,
the
Board
recognized
that
a
Nuveen
ETF
pays
a
unitary
fee
and
therefore,
the
Board
reviewed
the
unitary
fee
compared
to
the
gross
and
net
management
fees
and
net
total
expense
ratios
of
a
group
of
comparable
funds
(the
“Peer
Group”)
established
by
Broadridge.
The
Independent
Board
Members
reviewed
the
methodology
Broadridge
employed
to
establish
its
Peer
Group
and
recognized
that
differences
between
the
applicable
fund
and
its
respective
Peer
Group
as
well
as
changes
to
the
composition
of
the
Peer
Group
from
year
to
year
may
limit
some
of
the
value
of
the
comparative
data.
The
Independent
Board
Members
take
these
limitations
and
differences
into
account
when
reviewing
comparative
peer
data.
The
Independent
Board
Members
also
considered
a
fund’s
operating
expense
ratio
as
it
more
directly
reflected
the
shareholder’s
costs
in
investing
in
the
respective
fund.
In
their
review,
the
Independent
Board
Members
considered,
in
particular,
each
fund
with
a
net
expense
ratio
of
six
basis
points
or
higher
compared
to
that
of
its
peer
average
(each,
an
“Expense
Outlier
Fund”)
and
an
analysis
as
to
the
factors
contributing
to
each
such
fund’s
higher
relative
net
expense
ratio.
Accordingly,
in
reviewing
the
comparative
data
between
a
fund
and
its
peers,
the
Board
generally
considered
the
fund’s
net
expense
ratio
and
fees
to
be
higher
if
they
were
over
10
basis
points
higher,
slightly
higher
if
they
were
6
to
10
basis
points
higher,
in
line
if
they
were
within
approximately
5
basis
points
higher
than
the
peer
average
and
below
if
they
were
below
the
peer
average
of
the
Peer
Group.
The
Independent
Board
Members
also
considered,
in
relevant
part,
a
fund’s
net
management
fee
and
net
total
expense
ratio
in
light
of
its
performance
history.
As
noted
above,
the
Board
recognized
that
the
Nuveen
ETFs
pay
the
Adviser
a
single,
all-inclusive
(or
unified)
management
fee
for
providing
all
services
necessary
for
the
management
and
operation
of
the
Nuveen
ETFs,
subject
to
certain
exceptions.
Unlike
the
typical
fee
arrangements
of
the
other
Nuveen
funds
in
which
the
funds
pay
a
variety
of
fees
and
expenses
such
as
investment
advisory
fees,
transfer
agency
fees,
audit
fees,
custodian
fees,
administration
fees,
compliance
expenses,
recordkeeping
expenses,
marketing
and
shareholder
service
fees,
distribution
charges
and
other
expenses,
Nuveen
ETFs
pay
the
Adviser
a
unified
fee,
and
the
Adviser
is
responsible
for
providing
such
services
or
arranging
and
supervising
third
parties
to
provide
such
services
(subject
to
the
certain
exceptions).
Under
the
unified
fee
structure,
the
Board
recognized
that
the
Adviser
generally
bears
the
risks
of
the
operating
costs
rising
(and
benefits
if
such
expenses
decrease)
and
therefore
has
an
incentive
to
be
administratively
efficient.
As
part
of
the
Board’s
analysis
of
the
fee
level
of
the
Fund,
the
Independent
Board
Members
reviewed,
among
other
things,
the
unified
fee
compared
to
the
gross
and
net
management
fees
and
net
total
expense
ratios
of
its
Peer
Group.
With
respect
to
the
Sub-Adviser,
the
Board
also
considered,
among
other
things,
the
sub-advisory
fee
schedule
paid
to
the
Sub-Adviser
in
light
of
the
sub-advisory
services
provided
to
the
Fund
and
comparative
data
of
the
fees
the
Sub-Adviser
charges
to
other
clients,
if
any.
In
its
review,
the
Board
recognized
that
the
compensation
paid
to
the
Sub-Adviser
is
the
responsibility
of
the
Adviser,
not
the
Fund.
The
Independent
Board
Members
noted
that
the
Fund
had
a
net
management
fee
and
a
net
expense
ratio
that
were
below
the
respective
peer
average.
Based
on
its
review
of
the
information
provided,
the
Board
determined
that
the
Fund’s
management
fees
(as
applicable)
to
a
Fund
Adviser
were
reasonable
in
light
of
the
nature,
extent
and
quality
of
services
provided
to
the
Fund.
2.
Comparisons
with
the
Fees
of
Other
Clients
In
determining
the
appropriateness
of
fees,
the
Board
also
considered
information
regarding
the
fee
rates
the
respective
Fund
Advisers
charged
to
certain
other
types
of
clients
and
the
type
of
services
provided
to
these
other
clients.
With
respect
to
the
Adviser
and/or
the
Sub-Adviser,
such
other
clients
may
include:
foreign
investment
companies
offered
by
Nuveen
and
sub-advised
by
the
Sub-Adviser;
and
certain
funds
advised
by
the
Sub-Adviser.
The
Board
further
noted
that
the
Adviser
also
advised,
and
the
Sub-Adviser
sub-advised,
certain
additional
ETFs
sponsored
by
Nuveen.
In
this
regard,
the
Board
reviewed,
among
other
things,
the
range
of
fees
assessed
for
foreign
investment
companies
and
ETFs
offered
by
Nuveen.
In
addition,
the
Board
reviewed
the
management
fees
and
expense
ratios
of
certain
funds
advised
by
the
Sub-Adviser
in
the
TIAA-CREF
family
of
funds.
In
considering
the
fee
data
of
other
clients,
the
Board
recognized,
among
other
things,
that
differences
in
the
amount,
type
and
level
of
services
provided
to
the
Nuveen
funds
relative
to
other
types
of
clients
as
well
as
any
differences
in
portfolio
investment
policies,
the
types
of
assets
managed
and
related
complexities
in
managing
such
assets,
the
entrepreneurial
and
other
risks
associated
with
a
particular
strategy
and
regulatory
requirements
will
contribute
to
the
variations
in
the
fee
schedules.
The
Board
recognized
the
breadth
of
services
the
Adviser
had
provided
to
the
Nuveen
funds
compared
to
other
types
of
clients
as
the
funds
operate
in
a
highly
regulated
industry
with
increasing
regulatory
requirements
as
well
as
the
increased
entrepreneurial,
legal
and
regulatory
risks
that
the
Adviser
incurs
in
sponsoring
and
managing
the
funds.
With
respect
to
foreign
funds,
the
Board
recognized
that
the
differences
in
the
client
base,
governing
bodies,
distribution
jurisdiction
and
operational
complexities
would
also
contribute
to
variations
in
management
fees
of
the
Nuveen
funds
compared
to
those
of
the
foreign
funds.
Further,
with
respect
to
ETFs,
the
Board
considered
that
certain
Nuveen
ETFs
(such
as
the
Fund)
were
passively
managed
compared
to
the
active
management
of
other
Nuveen
funds
which
also
contributed
to
the
differences
in
fee
levels
between
such
Nuveen
ETFs
and
the
actively-managed
funds.
In
general,
higher
fee
levels
reflect
higher
levels
of
service
provided
by
the
Adviser,
increased
investment
management
complexity,
greater
product
management
requirements,
and
higher
levels
of
business
risk
or
some
combination
of
these
factors.
The
Board
further
considered
that
the
Sub-Adviser’s
fee
is
essentially
for
portfolio
management
services.
The
Board
concluded
the
varying
levels
of
fees
were
justified
given,
among
other
things,
the
inherent
differences
in
the
products
and
the
level
of
services
provided
to
the
Nuveen
funds
versus
other
clients,
the
differing
regulatory
requirements
and
legal
liabilities
and
the
entrepreneurial,
legal
and
regulatory
risks
incurred
in
sponsoring
and
advising
a
registered
investment
company.
3.
Profitability
of
Fund
Advisers
In
their
review,
the
Independent
Board
Members
considered
information
regarding
Nuveen’s
level
of
profitability
for
its
advisory
services
to
the
Nuveen
funds
for
the
calendar
years
2021
and
2020.
The
Board
reviewed,
among
other
things,
the
net
margins
(pre-tax)
for
Nuveen
Investments,
Inc.
(“Nuveen
Investments”),
the
gross
and
net
revenue
margins
(pre-
and
post-tax
and
excluding
distribution)
and
the
revenues,
expenses
and
net
income
(pre-
and
post-tax
and
before
distribution
expenses)
of
Nuveen
Investments
from
the
Nuveen
funds
only;
and
comparative
profitability
data
comparing
the
operating
margins
of
Nuveen
Investments
compared
to
the
adjusted
operating
margins
of
certain
peers
that
had
publicly
available
data
and
with
the
most
comparable
assets
under
management
(based
on
asset
size
and
asset
composition)
for
each
of
the
last
two
calendar
years.
The
Board
also
reviewed
the
revenues,
expenses
and
operating
margin
(pre-
and
post-tax)
the
Adviser
derived
from
its
ETF
product
line
for
the
2021
and
2020
calendar
years.
Annual
Investment
Management
Agreement
Approval
Process
(Unaudited)
(continued)
In
reviewing
the
profitability
data,
the
Independent
Board
Members
recognized
the
subjective
nature
of
calculating
profitability
as
the
information
is
not
audited
and
is
dependent
on
cost
allocation
methodologies
to
allocate
corporate-wide
overhead/shared
service
expenses,
TIAA
(defined
below)
corporate-wide
overhead
expenses
and
partially
fund
related
expenses
to
the
Nuveen
complex
and
its
affiliates
and
to
further
allocate
such
expenses
between
the
Nuveen
fund
and
non-fund
businesses.
The
Independent
Board
Members
reviewed
a
description
of
the
cost
allocation
methodologies
employed
to
develop
the
financial
information,
a
summary
of
the
history
of
changes
to
the
methodology
over
the
years
from
2010
to
2021,
and
the
net
revenue
margins
derived
from
the
Nuveen
funds
(pre-tax
and
including
and
excluding
distribution)
and
total
company
margins
from
Nuveen
Investments
compared
to
the
firm-wide
adjusted
operating
margins
of
the
peers
for
each
calendar
year
from
2012
to
2021.
The
Board
had
also
appointed
four
Independent
Board
Members
to
serve
as
the
Board’s
liaisons,
with
the
assistance
of
independent
counsel,
to
review
the
development
of
the
profitability
data
and
to
report
to
the
full
Board.
In
its
evaluation,
the
Board,
however,
recognized
that
other
reasonable
and
valid
allocation
methodologies
could
be
employed
and
could
lead
to
significantly
different
results.
The
Independent
Board
Members
also
reviewed
a
summary
of
the
key
drivers
that
affected
Nuveen’s
revenues
and
expenses
impacting
profitability
in
2021
versus
2020.
In
reviewing
the
comparative
peer
data
noted
above,
the
Board
considered
that
the
operating
margins
of
Nuveen
Investments
compared
favorably
to
the
peer
group
range
of
operating
margins;
however,
the
Independent
Board
Members
also
recognized
the
limitations
of
the
comparative
data
given
that
peer
data
is
not
generally
public
and
the
calculation
of
profitability
is
subjective
and
affected
by
numerous
factors
(such
as
types
of
funds
a
peer
manages,
its
business
mix,
its
cost
of
capital,
the
numerous
assumptions
underlying
the
methodology
used
to
allocate
expenses
and
other
factors)
that
can
have
a
significant
impact
on
the
results.
Aside
from
Nuveen’s
profitability,
the
Board
recognized
that
the
Adviser
is
a
subsidiary
of
Nuveen,
LLC,
the
investment
management
arm
of
Teachers
Insurance
and
Annuity
Association
of
America
(“TIAA”).
Accordingly,
the
Board
also
reviewed
a
balance
sheet
for
TIAA
reflecting
its
assets,
liabilities
and
capital
and
contingency
reserves
for
the
2021
and
2020
calendar
years
to
consider
the
financial
strength
of
TIAA.
The
Board
recognized
the
benefit
of
an
investment
adviser
and
its
parent
with
significant
resources,
particularly
during
periods
of
market
volatility.
The
Board
also
noted
the
reinvestments
Nuveen,
its
parent
and/or
other
affiliates
made
into
its
business
through,
among
other
things,
the
investment
of
seed
capital
in
certain
Nuveen
funds
and
continued
investments
in
enhancements
to
technological
capabilities.
In
addition
to
Nuveen,
the
Independent
Board
Members
considered
the
profitability
of
the
Sub-Adviser
from
its
relationships
with
the
Nuveen
funds.
In
this
regard,
the
Independent
Board
Members
reviewed,
among
other
things,
the
Sub-Adviser’s
revenues,
expenses
and
net
operating
income
for
its
advisory
services
to
the
Nuveen
ETFs
and
Nuveen
closed-end
funds
it
sub-advises
for
2021
and
2020.
In
evaluating
the
reasonableness
of
the
compensation,
the
Independent
Board
Members
also
considered
any
other
ancillary
benefits
derived
by
the
respective
Fund
Adviser
from
its
relationship
with
the
Nuveen
funds
as
discussed
in
further
detail
below.
Based
on
a
consideration
of
all
the
information
provided,
the
Board
noted
that
Nuveen’s
and
the
Sub-Adviser’s
level
of
profitability
was
acceptable
and
not
unreasonable
in
light
of
the
services
provided.
D.
Economies
of
Scale
and
Whether
Fee
Levels
Reflect
These
Economies
of
Scale
The
Board
considered
whether
there
have
been
economies
of
scale
with
respect
to
the
management
of
the
Nuveen
funds
and
whether
these
economies
of
scale
have
been
appropriately
shared
with
the
funds.
The
Board
recognized
that
although
economies
of
scale
are
difficult
to
measure
and
certain
expenses
may
not
decline
with
a
rise
in
assets,
there
are
several
methods
to
help
share
the
benefits
of
economies
of
scale,
including
breakpoints
in
the
management
fee
schedule,
fee
waivers
and/or
expense
limitations,
the
pricing
of
Nuveen
funds
at
scale
at
inception
and
investments
in
Nuveen’s
business
which
can
enhance
the
services
provided
to
the
funds
for
the
fees
paid.
The
Board
noted
that
Nuveen
generally
has
employed
these
various
methods,
and
the
Board
considered
the
extent
to
which
the
Nuveen
funds
will
benefit
from
economies
of
scale
as
their
assets
grow.
In
this
regard,
the
Board
recognized
that,
with
respect
to
the
Nuveen
funds
generally,
although
the
management
fee
of
the
Adviser
is
typically
comprised
of
a
fund-level
component
and
a
complex-level
component
each
with
its
own
breakpoint
schedule,
the
Nuveen
ETFs
do
not
have
breakpoint
schedules.
The
Board
recognized
that
the
Nuveen
ETFs
(including
the
Fund)
pay
a
unified
fee
and
as
a
result,
any
reduction
in
fixed
costs
associated
with
the
management
of
these
funds
would
benefit
the
Adviser.
However,
the
Independent
Board
Members
noted
that
the
unified
fee
schedule
provides
shareholders
with
a
level
of
certainty
of
the
expenses
of
the
Nuveen
ETFs.
The
Independent
Board
Members
considered
that
the
unified
fees
generally
provide
inherent
economies
of
scale
because
the
Nuveen
ETF
would
maintain
a
competitive
fixed
fee
over
the
annual
contract
period
even
if
the
particular
fund’s
assets
declined
and/or
operating
costs
rose.
As
the
Nuveen
ETFs
do
not
have
breakpoints,
they
do
not
participate
in
the
complex-level
fee
programs.
As
noted
above,
the
Independent
Board
Members
also
recognized
the
continued
reinvestment
in
Nuveen’s
business.
Based
on
its
review,
the
Board
concluded
that
the
current
fee
arrangements
together
with
the
reinvestment
in
Nuveen’s
business
appropriately
shared
any
economies
of
scale
with
shareholders.
The
Board
further
concluded
that
the
absence
of
a
fund-level
and/or
complex-level
breakpoint
schedule
or
arrangement
(as
applicable)
was
acceptable.
E.
Indirect
Benefits
The
Independent
Board
Members
received
and
considered
information
regarding
other
benefits
the
respective
Fund
Adviser
or
its
affiliates
may
receive
as
a
result
of
their
relationship
with
the
Nuveen
funds.
In
addition,
the
Independent
Board
Members
also
noted
that
various
sub-advisers
may
engage
in
soft
dollar
transactions
pursuant
to
which
they
may
receive
the
benefit
of
research
products
and
other
services
provided
by
broker-
dealers
executing
portfolio
transactions
on
behalf
of
the
applicable
Nuveen
funds.
However,
the
Board
noted
that
the
Sub-Adviser
does
not
participate
in
soft
dollar
arrangements
with
respect
to
Nuveen
fund
portfolio
transactions.
Based
on
its
review,
the
Board
concluded
that
any
indirect
benefits
received
by
a
Fund
Adviser
as
a
result
of
its
relationship
with
the
Fund
were
reasonable
and
within
acceptable
parameters.
F.
Other
Considerations
The
Board
Members
did
not
identify
any
single
factor
discussed
previously
as
all-important
or
controlling.
The
Board
Members,
including
the
Independent
Board
Members,
concluded
that
the
terms
of
each
Advisory
Agreement
were
reasonable,
that
the
respective
Fund
Adviser’s
fees
were
reasonable
in
light
of
the
services
provided
to
the
Fund
and
that
the
Advisory
Agreements
be
renewed.
Liquidity
Risk
Management
Program
(Unaudited)
Discussion
of
the
operation
and
effectiveness
of
the
Funds’
liquidity
risk
management
program
In
compliance
with
Rule
22e-4
under
the
Investment
Company
Act
of
1940,
as
amended
(the
“Liquidity
Rule”),
each
Fund
covered
in
this
Report
(the
“Funds”)
has
adopted
and
implemented
a
liquidity
risk
management
program
(the
“Program”),
which
is
designed
to
manage
the
Fund’s
liquidity
risk.
The
Program
consists
of
various
protocols
for
assessing
and
managing
each
Fund’s
liquidity
risk.
The
Funds’
Board
of
Trustees
previously
designated
Nuveen
Fund
Advisors,
LLC,
the
Funds’
investment
adviser,
as
the
Administrator
of
the
Program.
The
adviser’s
Liquidity
Monitoring
and
Analysis
Team
(“LMAT”)
carries
out
day-to-day
Program
management
with
oversight
by
the
adviser’s
Liquidity
Oversight
Sub-Committee
(the
LOSC”).
The
LOSC
is
composed
of
personnel
from
the
adviser
and
Teachers
Advisors,
LLC,
an
affiliate
of
the
adviser.
At
a
May
23-25,
2022
meeting
of
the
Board,
the
Administrator
provided
the
Board
with
a
written
report
addressing
the
Program’s
operation,
adequacy
and
effectiveness
of
implementation
for
calendar
year
2021
(the
“Review
Period”),
as
required
under
the
Liquidity
Rule.
The
report
noted
that
the
Program
has
been
and
continues
to
be
adequately
and
effectively
implemented
to
monitor
and
(as
applicable)
respond
to
each
Fund’s
liquidity
developments.
In
accordance
with
the
Program,
the
LMAT
assesses
each
Fund’s
liquidity
risk
no
less
frequently
than
annually
based
on
various
factors,
such
as
(1)
the
Fund’s
investment
strategy
and
the
liquidity
of
portfolio
investments,
(ii)
cash
flow
projections,
and
(ii)
holdings
of
cash
and
cash
equivalents,
borrowing
arrangements,
and
other
funding
sources.
Certain
factors
are
considered
under
both
normal
and
reasonably
foreseeable
stressed
conditions.
Each
Fund
portfolio
investment
is
classified
into
one
of
four
liquidity
categories
(including
the
most
liquid,
“Highly
Liquid”,
and
the
least
liquid,
“lliquid”,
discussed
below),
The
classification
is
based
on
a
determination
of
how
long
it
is
reasonably
expected
to
take
to
convert
the
investment
into
cash,
or
sell
or
dispose
of
the
investment,
in
current
market
conditions
without
significantly
changing
the
market
value
of
the
investment
Liquidity
classification
determinations
take
into
account
various
market,
trading,
and
investment-specific
considerations,
as
well
as
market
depth,
and
use
third-
party
vendor
data.
Any
Fund
that
does
not
primarily
hold
highly
liquid
investments
must,
among
other
things,
determine
a
minimum
percentage
of
Fund
assets
that
must
be
invested
in
highly
liquid
investments
(a
“Highly
Liquid
Investment
Minimum”).
During
the
Review
Period,
each
Fund
primarily
held
Highly
Liquid
investments
and
therefore
was
exempt
from
the
requirement
to
adopt
a
Highly
Liquid
Investment
Minimum
and
to
comply
with
the
related
requirements
under
the
Liquidity
Rule.
The
Liquidity
Rule
also
limits
a
Fund’s
investments
in
Illiquid
investments.
Specifically,
the
Liquidity
Rule
prohibits
a
Fund
from
acquiring
Illiquid
investments
if
doing
so
would
result
in
the
Fund
holding
more
than
15%
of
its
net
assets
in
illiquid
investments,
and
requires
certain
reporting
to
the
Fund
Board
and
the
Securities
and
Exchange
Commission
any
time
a
Fund’s
holdings
of
Illiquid
investments
exceeds
15%
of
net
assets.
During
the
Review
Period,
no
Fund
exceeded
the
15%
limit
on
Illiquid
investments.
Nuveen
Securities,
LLC,
member
FINRA
and
SIPC
333
West
Wacker
Drive
Chicago,
IL
60606
www.nuveen.com
NSA-NURE-0622P
2329977-INV-B-08/23
Nuveen:
Serving
Investors
for
Generations
Since
1898,
financial
advisors
and
their
clients
have
relied
on
Nuveen
to
provide
dependable
investment
solutions
through
continued
adherence
to
proven,
long-term
investing
principles.
Today,
we
offer
a
range
of
high
quality
solutions
designed
to
be
integral
components
of
a
well-diversified
core
portfolio.
Focused
on
meeting
investor
needs.
Nuveen
is
the
investment
manager
of
TIAA.
We
have
grown
into
one
of
the
world’s
premier
global
asset
managers,
with
specialist
knowledge
across
all
major
asset
classes
and
particular
strength
in
solutions
that
provide
income
for
investors
and
that
draw
on
our
expertise
in
alternatives
and
responsible
investing.
Nuveen
is
driven
not
only
by
the
independent
investment
processes
across
the
firm,
but
also
the
insights,
risk
management,
analytics
and
other
tools
and
resources
that
a
truly
world-class
platform
provides.
As
a
global
asset
manager,
our
mission
is
to
work
in
partnership
with
our
clients
to
create
solutions
which
help
them
secure
their
financial
future.
Find
out
how
we
can
help
you.
To
learn
more
about
how
the
products
and
services
of
Nuveen
may
be
able
to
help
you
meet
your
financial
goals,
talk
to
your
financial
advisor,
or
call
us
at
(800)
257-8787.
Please
read
the
information
provided
carefully
before
you
invest.
Investors
should
consider
the
investment
objective
and
policies,
risk
considerations,
charges
and
expenses
of
any
investment
carefully.
Where
applicable,
be
sure
to
obtain
a
prospectus,
which
contains
this
and
other
relevant
information.
To
obtain
a
prospectus,
please
contact
your
securities
representative
or
Nuveen,
333
W.
Wacker
Dr.,
Chicago,
IL
60606.
Please
read
the
prospectus
carefully
before
you
invest
or
send
money.
Learn
more
about
Nuveen
Funds
at:
www.nuveen.com/exchange-traded-funds
Item 2. Code of Ethics.
Not applicable to this filing.
Item 3. Audit Committee Financial Expert.
Not applicable to this filing.
Item 4. Principal Accountant Fees and Services.
Not applicable to this filing.
Item 5. Audit Committee of Listed Registrants.
Not applicable to this filing.
Item 6. Schedule of Investments.
(a) See Portfolio of Investments in Item 1.
(b) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to this registrant.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable to this registrant.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable to this registrant.
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board implemented after the registrant last provided disclosure in response to this Item.
Item 11. Controls and Procedures.
| (a) | The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (17 CFR 240.13a-15(b) or 240.15d-15(b)). |
| (b) | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable.
Item 13. Exhibits.
File the exhibits listed below as part of this Form.
(a)(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Not applicable to this filing.
(a)(2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the 1940 Act (17 CFR 270.30a-2(a)) in the exact form set forth below: See EX-99.CERT attached hereto.
(a)(3) Any written solicitation to purchase securities under Rule 23c-1 under the 1940 Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons: Not applicable to this registrant.
(a)(4) Change in registrant’s independent public accountant. Not applicable.
(b) If the report is filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2(b) under the 1940 Act (17 CFR 270.30a-2(b)), Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b) or 240.15d-14(b)), and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an Exhibit. A certification furnished pursuant to this paragraph will not be deemed “filed” for purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registration specifically incorporates it by reference: See EX-99.906 CERT attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Nushares ETF Trust
| | | | | | |
| By | | (Signature and Title) | | /s/ Diana R. Gonzalez | | |
| | | | Diana R. Gonzalez Vice President and Secretary | | |
Date: September 6, 2022
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | | | | | |
| By | | (Signature and Title) | | /s/ Jordan M. Farris | | |
| | | | Jordan M. Farris Chief Administrative Officer (principal executive officer) | | |
Date: September 6, 2022
| | | | | | |
| By | | (Signature and Title) | | /s/ E. Scott Wickerham | | |
| | | | E. Scott Wickerham Vice President and Controller (principal financial officer) | | |
Date: September 6, 2022
