Nushares ETF Trust
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Exchange-Traded
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30
November
2022 |
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Listing
Exchange |
Ticker
Symbol |
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Fund
Name |
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Nuveen
Global Net Zero Transition ETF |
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NASDAQ
Stock Market LLC |
NTZG |
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The
Securities and Exchange Commission (“SEC”)
has not approved or disapproved these securities or passed upon the
adequacy of this prospectus. Any representation to the contrary is a
criminal offense. |
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Prospectus |
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NOT
FDIC OR GOVERNMENT INSURED MAY
LOSE VALUE NO
BANK GUARANTEE |
Section
1
Fund Summary
Nuveen
Global Net Zero Transition ETF
Investment
Objective
The
investment objective of the Fund is to seek a favorable long-term total return,
mainly through capital appreciation.
Fees
and Expenses of the Fund
The
table below describes the fees and expenses that you may pay if you buy, hold
and sell shares of the Fund. You may pay other fees, such as brokerage
commissions and other fees to financial intermediaries, when buying or selling
shares of the Fund, which are not reflected in this table or the example that
follows:
Annual
Fund Operating Expenses
(expenses
that you pay each year as a percentage of the value of your
investment)
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Management
Fees |
0.55% |
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Distribution
and/or Service (12b-1) Fees |
None |
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Other
Expenses* |
0.00% |
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Total
Annual Fund Operating Expenses |
0.55% |
* Other Expenses are estimated for
the current fiscal year.
Example
The
following example is intended to help you compare the cost of investing in the
Fund with the cost of investing in other funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated and then sell all your
shares at the end of a period. The example also assumes that your investment has
a 5% return each year and that the Fund’s operating expenses remain the same.
The example does not reflect brokerage commissions that you may pay when you
purchase and sell Fund shares. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Fund
shares are held in a taxable account. These costs, which are not reflected in
annual fund operating expenses or in the example, affect the Fund’s performance.
For the fiscal period June 23, 2022 (the Fund's commencement of operations)
through July 31, 2022, the Fund's portfolio turnover rate was 0% of the average value of its
portfolio.
Principal
Investment Strategies
The
Fund is an actively-managed exchange-traded fund (“ETF”)
that seeks to provide capital appreciation and, under normal market conditions,
invests at least 80% of the sum of its net assets and the amount of any
borrowings for investment purposes in equity securities of companies that the
sub-adviser believes will have a positive impact on the carbon economy through
their current and/or planned efforts to reduce global greenhouse gas emissions,
which, in turn, will contribute to the overall transition to a net zero economy
(“Net
Zero Transition Companies”).
The “carbon economy” refers to an economy based on low carbon energy sources
with minimal greenhouse gas emissions, and “net zero” refers to the goal of
either eliminating the production of greenhouse gas emissions or offsetting the
production of greenhouse gas emissions with an equal reduction in greenhouse gas
emissions. The goal of achieving a net zero carbon economy may be achieved
through the decarbonization of economic activity, including, but not limited to,
the elimination of high-carbon producing activities or the transition from
high-carbon producing activities to activities that produce little to no carbon
emissions. The Fund attempts to achieve its investment objective by investing in
a diversified portfolio of global securities comprised of Net Zero Transition
Companies, which include companies that (i) are following third-party validated
carbon reduction plans, (ii) have publicly expressed to shareholders their
intentions to reduce carbon emissions, (iii) are high carbon emitters whose
carbon reductions may substantially contribute to global emissions decline, or
(iv) employ disruptive technology with the intention of supporting climate
change mitigation. When selecting Net Zero
Transition
Companies for inclusion in the Fund’s portfolio, the sub-adviser conducts an
analysis of each company’s balance sheet and considers various fundamental
factors, such as a company’s return on capital and free cash
flow.
As
a part of the investment strategy, the sub-adviser will engage with companies in
an effort to expedite their transition to net zero carbon emissions. The Fund
intends for its portfolio of securities to be aligned with the goals of the
United Nations-convened Net-Zero Asset Owner Alliance, which seek to limit
global warming to well below 2 degrees Celsius, compared to pre-industrial
levels (i.e.,
the sub-2°C scenario). This threshold addresses Article 2.1c of the Paris
Agreement. In order to align with the sub-2°C scenario, the Fund will: 1) seek
to lower the carbon intensity of its portfolio over time, with the goal of
seeking to ultimately reach a net zero greenhouse gas emissions portfolio in the
aggregate by 2050; and 2) engage with the portfolio companies each year in an
effort to aid in the transition to net zero. The Fund’s goal of achieving a net
zero greenhouse gas emissions portfolio in the aggregate by 2050 may conflict
with the Fund’s primary objective of seeking favorable long-term total return,
and there is no assurance that the Fund will be able to reach its carbon
emission goal. The sub-adviser will monitor the decarbonization progress of the
Net Zero Transition Companies in the Fund’s portfolio and determine, on an
ongoing basis, based on third-party data, public disclosure documents, and in
some instances engagement, whether a company continues to qualify as a Net Zero
Transition Company.
The
Fund will not invest in companies that the sub-adviser determines are involved
in the following activities:
• manufacturing
of nuclear weapons, cluster munitions, land mines, incendiary devices,
biological or chemical
weapons,
or depleted uranium munitions;
or
• civilian
firearms manufacturing.
The
Fund may use third-party data sources to determine if companies are involved in
any of the above activities.
The
Fund may invest in companies of any market capitalization located anywhere in
the world, including companies located in emerging markets. The portion of the
Fund’s net assets invested in non-U.S. securities floats day-to-day based on the
portion of the Fund’s benchmark, the MSCI ACWI Index (“MSCI
ACWI”),
that is composed of non-U.S. securities. Under normal market conditions, the
Fund’s investment in non-U.S. securities will be, at a minimum, equal to 80% of
the MSCI ACWI’s non-U.S. assets, calculated on a daily basis. If, however,
market conditions are deemed unfavorable, the minimum portion of the Fund’s net
assets invested in non-U.S. securities will be reduced to 50% of the MSCI ACWI’s
non-U.S. assets. The Fund will invest in securities of issuers in at least three
different countries (one of which may be the United States) and may invest up to
25% of its net assets in securities of companies located in emerging
markets.
While
the sub-adviser will invest in Net Zero Transition Companies, it is not required
to invest in every company that meets the associated criteria. Investing
on the basis of carbon emissions criteria is qualitative and subjective by
nature. There can be no assurance that every Fund investment will meet carbon
emissions criteria, or will do so at all times, or that the carbon emissions
criteria or any judgement exercised by the sub-adviser will reflect the beliefs
or values of any particular investor.
Principal
Risks
You could lose money by investing in the
Fund. An investment in the Fund is not a
deposit of a bank and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. The
principal risks of investing in the Fund listed below are presented
alphabetically to facilitate your ability to find particular risks and compare
them with the risks of other funds. Each risk summarized below is considered a
“principal risk” of investing in the Fund, regardless of the order in which it
appears.
Active
Management Risk—The
Fund’s sub-adviser actively manages the Fund’s investments. Consequently, the
Fund is subject to the risk that the investment techniques and risk analyses
employed by the Fund’s sub-adviser may not produce the desired results. This
could cause the Fund to lose value or its investment results to lag relevant
benchmarks or other funds with similar objectives. In addition, the Fund’s goal
of achieving a net zero greenhouse gas emissions portfolio in the aggregate by
2050 may conflict with the Fund’s primary objective of seeking favorable
long-term total return, and there is no assurance that the Fund will be able to
achieve its net zero goal if such a conflict
exists.
Currency
Risk—Changes
in currency exchange rates will affect the value of non-U.S. securities, the
value of dividends and interest earned from such securities, and gains and
losses realized on the sale of such securities. A strong U.S. dollar relative to
these other currencies will adversely affect the value of the Fund’s
portfolio.
Cybersecurity
Risk—Cybersecurity
risk is the risk of an unauthorized breach and access to Fund assets, customer
data (including private shareholder information), or proprietary information, or
the risk of an incident occurring that causes the Fund, its investment adviser
or sub-adviser, custodian, transfer agent, distributor or other service provider
or a financial
intermediary
to suffer a data breach, data corruption or lose operational functionality.
Successful cyber-attacks or other cyber-failures or events affecting the Fund or
its service providers may adversely impact the Fund or its shareholders.
Additionally, a cybersecurity breach could affect the issuers in which the Fund
invests, which may cause the Fund’s investments to lose
value.
Depositary
Receipt Risk—To
the extent the Fund invests in depositary receipts, the Fund will be subject to
many of the same risks as when investing directly in non-U.S.
securities,
including risks associated with fluctuations in currency exchange rates as well
as changes to the economic or political conditions in other countries. ADRs are
depositary receipts issued by a U.S. financial institution that are listed and
trade on a U.S. exchange. ADRs entitle their holder to all dividends and capital
gains paid out on the underlying foreign shares. When the Fund invests in ADRs
rather than investing directly in their underlying foreign shares, the Fund is
exposed to the risk that the ADRs may not provide a return that corresponds
precisely with the return of the underlying foreign
shares.
Emerging
Markets Risk—The
risk of foreign investment often increases in countries with emerging markets or
that are otherwise economically tied to emerging market countries. For example,
these countries may have more unstable governments than developed countries and
their economies may be based on only a few industries. Emerging market countries
may also have less stringent regulation of accounting, auditing, financial
reporting and recordkeeping requirements, which would affect the Fund’s ability
to evaluate potential portfolio companies. As a result, there could be less
information about issuers in emerging market countries, which could negatively
affect the ability of the Fund’s sub-adviser to evaluate local companies or
their potential impact on the Fund’s performance. Because their financial
markets may be very small, prices of financial instruments in emerging market
countries may be volatile and difficult to determine. Financial instruments of
issuers in these countries may have lower overall liquidity than those of
issuers in more developed countries. In addition, foreign investors such as the
Fund are subject to a variety of special restrictions in many emerging market
countries. Shareholder claims and regulatory actions that are available in the
U.S. may be difficult or impossible to pursue in emerging market
countries.
Equity
Security Risk—Equity
securities in the Fund’s portfolio may decline significantly in price over short
or extended periods of time, and such declines may occur because of declines in
the equity market as a whole, or because of declines in only a particular
country, company, industry, or sector of the market. From
time to time, the Fund may invest a significant portion of its assets in
companies in one or more related sectors or industries which would make the Fund
more vulnerable to adverse developments affecting such sectors or
industries.
Foreign
Investment Risk—Non-U.S.
issuers or U.S. issuers with significant non-U.S. operations may be subject to
risks in addition to those of issuers located in or that principally operate in
the United States as a result of, among other things, political, social and
economic developments abroad and different legal, regulatory and tax
environments. Foreign investments may also have lower liquidity and be more
difficult to value than investments in U.S. issuers. To the extent the Fund
invests a significant portion of its assets in the securities of companies in a
single country or region, it may be more susceptible to adverse conditions
affecting that country or region. Foreign investments may also be subject to
risk of loss because of more or less foreign government regulation, less public
information, less reliable financial information about issuers, and inconsistent
and potentially less stringent accounting, auditing and financial reporting
requirements than domestic
issuers.
Geographic
Concentration Risk—To
the extent the Fund invests a significant portion of its assets in the
securities of companies in a single country or region and/or the depositary
receipts representing such securities, it may be more susceptible to adverse
economic, market, political or regulatory events or conditions affecting that
country or region. The Fund currently invests a significant portion of its
assets in companies located in Europe, although this may change over
time.
Large-Cap
Company Risk—Because
it invests primarily in securities of large-capitalization companies, the Fund
may underperform funds that invest primarily in securities of smaller
capitalization companies during periods when the securities of such companies
are in favor.
Market
Trading Risks—The
Fund is an exchange-traded fund (“ETF”),
and as with all ETFs, Fund shares may be bought and sold in the secondary market
at market prices. Although it is expected that the market price of a Fund share
typically will approximate its net asset value (“NAV”),
there may be times when the market price and the NAV diverge more significantly,
particularly in times of market volatility or steep market declines. Thus, you
may pay more or less than NAV when you buy Fund shares on the secondary market,
and you may receive more or less than NAV when you sell those shares. In
addition, the Fund's underlying portfolio holdings trade on foreign exchanges
that may be closed when the national securities exchange on which the Fund’s
shares trade is open (and vice versa), which may result in larger
differences
between the Fund’s NAV and its market price than those experienced by ETFs that
invest in domestic securities. Although the Fund’s shares are listed for trading
on a national securities exchange, it is possible that an active trading market
may not develop or be maintained, in which case transactions may occur at wider
bid/ask spreads (which may be especially pronounced for smaller funds). Trading
of the Fund’s shares may be halted by the activation of individual or
market-wide trading halts (which halt trading for a specific period of time when
the price of a particular security or overall market prices decline by a
specified percentage). In times of market stress, the Fund’s underlying
portfolio holdings may become less liquid, which in turn may affect the
liquidity of the Fund’s shares and/or lead to more significant differences
between the Fund’s market price and its NAV. Market makers are under no
obligation to make a market in the Fund’s shares, and authorized participants
are not obligated to submit purchase or redemption orders for the Fund’s shares.
In the event market makers cease making a market in the Fund’s shares or
authorized participants stop submitting creation or redemption orders, Fund
shares may trade at a larger premium or discount to
NAV.
Mid-Cap
Company Risk—Securities
of mid-cap companies may be subject to more abrupt or erratic market movements
than those of larger, more established companies or broader market averages in
general.
Net
Zero Transition Companies Risk—
Because the Fund will exclude securities of certain issuers for non-financial
reasons (i.e.,
companies that the sub-adviser does not classify as Net Zero Transition
Companies and companies involved in certain prohibited activities), the Fund may
forgo some market opportunities available to funds that do not pursue a net zero
carbon economy investment strategy or may be required to sell a security when it
might otherwise be disadvantageous to do so. This may cause the Fund to
underperform the stock market as a whole or other funds that do not employ such
an investment strategy. In addition, there is a risk that the companies
identified by the Fund’s investment strategy will not operate as expected with
respect to the transition to a net zero economy and the reduction of global
greenhouse gas emissions. Further, in selecting companies for inclusion in the
Fund’s portfolio, the sub-adviser may rely on information and data related to
carbon intensity and carbon emissions provided by a third-party research firm,
which could be incomplete or erroneous, which in turn could cause the
sub-adviser to assess a company’s net zero carbon economy characteristics
incorrectly.
Service
Provider Operational Risk—The
Fund’s service providers, such as the Fund’s administrator, custodian or
transfer agent, may experience disruptions or operating errors that could
negatively impact the Fund. Although service providers are required to have
appropriate operational risk management policies and procedures, and to take
appropriate precautions to avoid and mitigate risks that could lead to
disruptions and operating errors, it may not be possible to identify all of the
operational risks that may affect the Fund or to develop processes and controls
to completely eliminate or mitigate their occurrence or
effects.
Small-Cap
Company Risk—Securities
of small-cap companies involve substantial risk. Prices of small-cap securities
may be subject to more abrupt or erratic movements, and to wider fluctuations
and lower liquidity, than security prices of larger, more established companies
or broader market averages in general. It may be difficult to sell small-cap
securities at the desired time and
price.
Fund
Performance
The Fund is new and therefore does not have
performance history for a full calendar year. When this
prospectus is updated after a full calendar year of operations, a bar chart and
table will be included that will provide some indication of the risks of
investing in the Fund by showing the variability of the Fund’s returns based on
net assets and comparing the Fund’s performance to a broad measure of market
performance. Updated performance information is available at
www.nuveen.com/etf
or by calling (800)
257-8787.
Management
Investment
Adviser
Nuveen
Fund Advisors, LLC
Sub-Adviser
Nuveen
Asset Management, LLC
Portfolio
Managers
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Name |
Title |
Portfolio
Manager of Fund Since |
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Thomas
J. Lavia Jr., CFA |
Managing
Director |
June
2022 |
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Gregory
Mancini |
Managing
Director |
June
2022 |
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Willis
W. Tsai |
Managing
Director |
June
2022 |
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Purchase
and Sale of Fund Shares
The
Fund is an ETF. Shares of the Fund are listed on a national securities exchange
and can only be bought and sold in the secondary market through a broker-dealer
at market prices. Because Fund shares trade at market prices rather than NAV,
shares may trade at a price greater than NAV (at a “premium”)
or less than NAV (at a “discount”).
An investor may also incur costs attributable to the difference between the
highest price a buyer is willing to pay to purchase Fund shares (bid) and the
lowest price a seller is willing to accept for Fund shares (ask) when buying and
selling shares in the secondary market (the “bid/ask
spread”).
Recent information regarding the Fund, including its NAV, market price, premiums
and discounts, and bid/ask spreads, is available on the Fund’s website at
www.nuveen.com/etf.
Tax
Information
The
Fund’s distributions are taxable and will generally be taxed as ordinary income
or capital gains, unless you are investing through a tax-deferred account, such
as an individual retirement account (“IRA”)
or 401(k) plan (in which case you may be taxed upon withdrawal of your
investment from such account).
Payments
to Broker-Dealers and Other Financial Intermediaries
If
you purchase shares of the Fund through a broker-dealer or other financial
intermediary (such as a bank or financial advisor), the Fund’s investment
adviser or its affiliates may pay the intermediary for marketing activities and
presentations, educational training programs, conferences, the development of
technology platforms and reporting systems or other services related to the sale
or promotion of Fund shares. These payments may create a conflict of interest by
influencing the broker-dealer or other financial intermediary and your
salesperson to recommend the Fund over another investment. Ask your salesperson
or visit your financial intermediary’s website for more information.
Section
2
Additional Detail About the Fund’s Strategies, Holdings and Risks
This
prospectus contains important information about investing in the Fund. Please
read this prospectus carefully before you make any investment decisions.
Additional information regarding the Fund is available at www.nuveen.com/etf
or by calling Nuveen Investor Services at (888) 290-9881.
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Investment
Objective and Principal
Investment
Strategies |
The
Fund’s investment objective, which is described in the “Fund Summary” section,
may be changed by the Fund’s Board of Trustees (the “Board”)
without shareholder approval.
The
Fund’s investment policies may be changed by the Board without shareholder
approval unless otherwise noted in this prospectus or the statement of
additional information.
The
Fund has adopted a policy whereby, under normal market conditions, it will
invest at least 80% of the sum of its net assets and the amount of any
borrowings for investment purposes in equity securities of Net Zero Transition
Companies (the “Name
Policy”).
If the Name Policy changes, you will be notified at least 60 days in advance.
The Fund may consider both direct investments and indirect investments
(e.g.,
investments in other investment companies, derivatives and synthetic instruments
with economic characteristics similar to the direct investments that meet the
Name Policy) when determining compliance with the Name Policy. For purposes of
the Name Policy, the Fund will value eligible derivatives at fair value or
market value and not notional value.
The
Fund’s principal investment strategies are discussed in the “Fund Summary”
section. These are the strategies that the Fund’s investment adviser and
sub-adviser believe are most likely to be important in trying to achieve the
Fund’s investment objective. This section provides more information about these
strategies, as well as information about some additional strategies that the
Fund’s sub-adviser uses, or may use, to achieve the Fund’s objective. You should
be aware that the Fund may also use strategies and invest in securities that are
not described in this prospectus, but that are described in the statement of
additional information. For a copy of the statement of additional information,
call Nuveen Investor Services at (888) 290-9881 or visit the Fund’s website at
www.nuveen.com/etf.
Under
normal market conditions, the Fund invests in U.S. and non-U.S. equity
securities as part of its principal investment strategy, but the Fund may also
invest in derivatives, investment companies and other pooled investment vehicles
as part of its non-principal investment strategy. Additional information about
the Fund’s portfolio holdings can be found below.
Equity
Securities
The
Fund invests in equity securities. Equity securities generally include common
stocks; preferred securities; warrants to purchase common stocks and preferred
securities; convertible debt securities that are either in the money or
immediately
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Section
2
Additional Detail About the Fund’s Strategy, Holdings and
Risks |
7 |
convertible
into common stocks or preferred securities; common and preferred securities
issued by master limited partnerships and real estate investment trusts;
depositary receipts; and other securities with equity characteristics.
Non-U.S.
Investments
The
Fund invests in securities of non-U.S. issuers that are listed and trade on a
foreign exchange contemporaneously with Fund shares. The Fund will classify an
issuer of a security as being a U.S. or non-U.S. issuer based on the
determination of an unaffiliated, recognized financial data provider. Such
determinations are based on a number of criteria, such as the issuer’s country
of domicile, the primary exchange on which the security trades, the location
from which the majority of the issuer’s revenue comes, and the issuer’s
reporting currency. The Fund’s investment in non-U.S. equity securities may
include direct investment in securities of non-U.S. companies traded overseas on
a foreign exchange contemporaneously with Fund shares as well as American
Depositary Receipts (“ADRs”).
The
Fund may invest in issuers located in emerging markets. Emerging market
countries include any country other than Canada, the United States and the
countries comprising the MSCI EAFE®
Index (currently, Australia, Austria, Belgium, Denmark, Finland, France,
Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand,
Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United
Kingdom).
Derivatives
As
a non-principal investment strategy, the Fund may invest in derivatives as part
of its non-principal investment strategy. Generally, a derivative is a financial
contract the value of which depends upon, or is derived from, the value of an
underlying asset, reference rate or index. Derivatives generally take the form
of contracts under which the parties agree to payments between them based upon
the performance of a wide variety of underlying references, such as stocks,
bonds, loans, commodities, interest rates, currency exchange rates, and various
domestic and foreign indices. Examples of derivative instruments include forward
currency contracts, currency and interest rate swaps, currency options, futures
contracts, options on futures contracts and swap agreements.
Derivatives
may entail investment exposures that are greater than their cost would suggest.
As a result, a small investment in derivatives could have a large impact on the
Fund’s performance.
Investment
Companies and Other Pooled Investment Vehicles
As
a non-principal investment strategy, the Fund may invest in securities of other
open-end or closed-end investment companies, including ETFs. As a
shareholder in an investment company or other pooled investment vehicle, the
Fund will bear its ratable share of that vehicle’s expenses, and would remain
subject to payment of the Fund’s management fees with respect to assets so
invested. Shareholders would therefore be subject to duplicative expenses to the
extent the Fund invests in an investment company or other pooled investment
vehicle. In addition, the Fund will incur brokerage costs when purchasing and
selling shares of ETFs. Securities of investment companies or other pooled
investment vehicles may be leveraged, in which case the value and/or yield of
such securities will tend to be more volatile than securities of unleveraged
vehicles.
Generally,
investments in other investment companies (including ETFs) are subject to
statutory limitations prescribed by the Investment Company Act of 1940, as
amended ("1940
Act").
These limitations include a prohibition on the Fund acquiring more than 3% of
the voting shares of any other investment company, and a prohibition on
investing more than 5% of the Fund’s total assets in the securities of any one
investment company
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8 |
Section
2
Additional Detail About the Fund’s Strategy, Holdings and
Risks |
or
more than 10% of its total assets, in the aggregate, in investment company
securities. Subject to certain conditions, the Fund may invest in money market
funds beyond the statutory limits described above.
Cash
Equivalents and Short-Term Investments
As
a non-principal investment strategy, the Fund may invest in cash and in U.S.
dollar-denominated high-quality money market instruments and other short-term
securities, including money market funds, in such proportions as warranted by
prevailing market conditions and the Fund’s principal investment strategies. The
Fund may temporarily invest without limit in such holdings for liquidity
purposes, or in an attempt to respond to adverse market, economic, political or
other conditions. Being invested in these securities may keep the Fund from
participating in a market upswing and prevent the Fund from achieving its
investment objective.
Temporary
Defensive Positions
In
certain situations or market conditions, the Fund may temporarily depart from
its normal investment policies and strategies, provided that the alternative is
consistent with the Fund’s investment objective and is in the best interest of
the Fund’s shareholders.
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Disclosure
of Portfolio Holdings |
A
description of the Fund’s policies and procedures with respect to the disclosure
of the Fund’s portfolio holdings is available in the Fund’s statement of
additional information. In addition, the identities and quantities of the
securities held by the Fund are disclosed on the Fund’s website.
Risk
is inherent in all investing. Investing in the Fund involves risk, including the
risk that you may receive little or no return on your investment or even that
you may lose part or all of your investment. Therefore, before investing you
should consider carefully the principal risks and certain other risks that you
assume when you invest in the Fund. Descriptions of these risks listed below are
presented alphabetically to facilitate your ability to find particular risks and
compare them with the risks of other funds. Each risk summarized below is
considered a “principal risk” of investing in the Fund, regardless of the order
in which it appears. Because of these risks, you should consider an investment
in the Fund to be a long-term investment.
Principal
Risks
Active
management risk:
The Fund’s sub-adviser actively manages the Fund’s investments. Consequently,
the Fund is subject to the risk that the investment techniques and risk analyses
employed by the Fund’s sub-adviser may not produce the desired results. This
could cause the Fund to lose value or its investment results to lag relevant
benchmarks or other funds with similar objectives. Additionally, legislative,
regulatory or tax developments may affect the investment techniques available to
the Fund’s sub-adviser in connection with managing the Fund and may also
adversely affect the ability of the Fund to achieve its investment goal. In
addition, the Fund’s goal of achieving a net zero greenhouse gas emissions
portfolio in the aggregate by 2050 may conflict with the Fund’s primary
objective of seeking favorable long-term total return, and there is no assurance
that the Fund will be able to achieve its net zero goal if such a conflict
exists.
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Section
2
Additional Detail About the Fund’s Strategy, Holdings and
Risks |
9 |
Currency
risk:
Changes in currency exchange rates will affect the value of non-U.S. securities,
the value of dividends and interest earned from such securities, gains and
losses realized on the sale of such securities, and hence will affect the net
asset value of the Fund. A strong U.S. dollar relative to these foreign
currencies will adversely affect the value of the Fund.
Cybersecurity
risk:
Intentional cybersecurity breaches include: unauthorized access to systems,
networks or devices (such as through “hacking” activity); infection from
computer viruses or other malicious software code; and attacks that shut down,
disable, slow, or otherwise disrupt operations, business processes, or website
access or functionality. In addition, unintentional incidents can occur, such as
the inadvertent release of confidential information (possibly resulting in the
violation of applicable privacy laws).
A
cybersecurity breach could result in the loss or theft of customer data or
funds, the inability to access electronic systems (“denial of services”), loss
or theft of proprietary information or corporate data, physical damage to a
computer or network system, or costs associated with system repairs. Such
incidents could cause the Fund, the Fund’s investment adviser or sub-adviser, a
financial intermediary, or other service providers to incur regulatory
penalties, reputational damage, additional compliance costs or financial loss.
Negative impacts on the Fund could include the inability to calculate NAV,
transact business, process transactions on behalf of shareholders or safeguard
data. In addition, such incidents could affect issuers in which the Fund
invests, and thereby cause the Fund’s investments to lose value.
Depositary
receipts risk:
To
the extent the Fund invests in depositary receipts, the Fund will be subject to
many of the same risks as when investing directly in non-U.S. securities,
including risks associated with fluctuations in currency exchange rates as well
as changes to the economic or political conditions in other countries. ADRs are
depositary
receipts issued
by a U.S. financial institution that represent a specified number of shares in a
foreign stock and trade on a U.S. national securities exchange. When the Fund
invests in ADRs rather than investing directly in their underlying foreign
shares, the Fund is exposed to the risk that the ADRs may not provide a return
that corresponds precisely with the return of the underlying foreign shares.
Sponsored ADRs are issued with the support of the issuer of the foreign shares
underlying the ADRs and carry all of the rights of common shares, including
voting rights. The holder of an unsponsored ADR may have limited voting rights
and may not receive as much information about the issuer of the underlying
securities as would the holder of a sponsored ADR. Because the underlying
foreign shares of ADRs are typically denominated or quoted in non-U.S.
currencies, currency exchange rates may affect the value of the Fund’s
portfolio. Further, since an ADR’s underlying shares trade on foreign exchanges
at times when U.S. markets are not open for trading, the value of the ADR’s
underlying shares may change materially at times when U.S. markets are not open
for trading, regardless of whether there is an active U.S. market for Fund
shares.
Emerging
markets risk:
The risk of foreign investment often increases in countries with emerging
markets or that are otherwise economically tied to emerging market countries.
Emerging markets generally do not have the level of market efficiency and strict
standards in accounting, auditing, financial reporting, recordkeeping and
securities regulation to be on par with advanced economies. Obtaining
disclosures comparable to frequency, availability and quality of disclosures
required by securities in the U.S. may be difficult. As a result, there could be
less information about issuers in emerging market countries, which could
negatively affect the ability of the Fund to evaluate local companies or their
potential impact on the Fund’s performance. Investments in emerging
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markets
come with much greater risk due to political instability, domestic
infrastructure problems and currency volatility. Because their financial markets
may be very small, prices of financial instruments in emerging market countries
may be volatile and difficult to determine. In addition, foreign investors such
as the Fund are subject to a variety of special restrictions in many emerging
market countries. Shareholder claims that are available in the U.S. (including
derivative litigation), as well as regulatory oversight, authority and
enforcement actions that are common in the U.S. by regulators, may be difficult
or impossible for shareholders of securities in emerging market countries or for
U.S. authorities to pursue.
Equity
security risk:
Equity securities in the Fund’s portfolio may decline significantly in price
over short or extended periods of time. Even a long-term investment approach
cannot guarantee a profit. Price changes may occur in the market as a whole, or
they may occur in only a particular country, company, industry, or sector of the
market. From
time to time, the Fund may invest a significant portion of its assets in
companies in one or more related sectors or industries which would make the Fund
more vulnerable to adverse developments affecting such sectors or industries.
Adverse events in any part of the U.S. and global financial markets may have
unexpected negative effects on equity markets. These events may at times result
in unusually high market volatility, including short-term volatility, which
could negatively affect Fund performance.
A
variety of factors can negatively affect the price of a particular company's
equity securities. These factors may include, but are not limited to: poor
earnings reports, a loss of customers, litigation against the company, general
unfavorable performance of the company's sector or industry, or changes in
government regulations affecting the company or its industry.
In addition, the types of securities in which the Fund invests, such as value
stocks, growth stocks, large-, mid- and/or small-capitalization stocks, may
underperform the market as a whole.
Foreign
investment risk:
Non-U.S. issuers or U.S. issuers with significant non-U.S. operations may be
subject to risks in addition to or different than those of issuers that are
located in or principally operated in the United States due to political, social
and economic developments abroad, different regulatory environments and laws,
potential seizure by the government of company assets, higher taxation,
withholding taxes on dividends and interest and limitations on the use or
transfer of portfolio assets. If any of these events were to occur, the affected
security may experience drastic declines. In the event of a seizure of assets by
a non-U.S. government, the Fund could lose its entire investment in that
particular country.
Other
non-U.S. investment risks include the following:
· Enforcing
legal rights may be difficult, costly and slow in non-U.S. countries, and there
may be special problems enforcing claims against non-U.S.
governments.
· Non-U.S.
companies may not be subject to accounting, auditing, financial reporting or
recordkeeping standards or governmental supervision comparable to U.S.
companies, and there may be less public information about their
operations.
· Non-U.S.
markets may be less liquid and more volatile and be more difficult to value than
U.S. markets.
· The
U.S. and non-U.S. markets often rise and fall at different times or by different
amounts due to economic or other developments, including armed conflict or
political, social or diplomatic events, particular to a given country or region.
This phenomenon would tend to lower the overall price volatility of a portfolio
that included both U.S. and non-U.S. securities. Sometimes, however, global
trends
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will
cause the U.S. and non-U.S. markets to move in the same direction, reducing or
eliminating the risk reduction benefit of international investing.
· Non-U.S.
securities traded on foreign exchanges, particularly in emerging markets
countries, may be subject to further risks due to the inexperience of local
investment professionals and financial institutions, the possibility of
permanent or temporary termination of trading, and greater spreads between bid
and asked prices for securities. In addition, non-U.S. exchanges and investment
professionals are subject to less governmental regulation, and commissions may
be higher than in the United States. Also, there may be delays in the settlement
of non-U.S. exchange transactions.
· The
Fund’s income from non-U.S. issuers may be subject to non-U.S. withholding
taxes. In some countries, the Fund also may be subject to taxes on trading
profits and, on certain securities transactions, transfer or stamp duties tax.
To the extent non-U.S. income taxes are paid by the Fund, U.S. shareholders may
be entitled to a credit or deduction for U.S. tax purposes.
Some
countries restrict to varying degrees foreign investment in their securities
markets. In some circumstances, these restrictions may limit or preclude
investment in certain countries or may increase the cost of investing in
securities of particular companies. Non-U.S. countries may be subject to
economic sanctions or other measures by the United States or other governments.
The type and severity of sanctions and other similar measures, including counter
sanctions and other retaliatory actions, that may be imposed could vary broadly
in scope, and their impact is impossible to predict. The imposition of sanctions
could, among other things, cause a decline in the value and/or liquidity of
securities issued by the sanctioned country and throughout the world.
Sanctions
and other similar measures could limit or prevent the Fund from buying and
selling securities (in the sanctioned country and other markets), significantly
delay or prevent the settlement of securities transactions, and significantly
impact the Fund’s liquidity and performance.
Geographic
concentration risk:
To the extent the Fund invests a significant portion of its assets in the
securities of companies in a single country or region (or depositary receipts
representing such securities), it is more likely to be impacted by events or
conditions affecting that country or region. Investment in the Fund may be more
exposed to a single country or a region’s economic cycles, stock market
valuations and currency, which could increase its risk compared with a more
geographically diversified fund. In addition, political, social, regulatory,
economic or environmental events that occur in a single country or region may
adversely affect the values of that country or region’s securities and thus the
holdings of the Fund.
Large-cap
company risk:
While large-cap companies may be less volatile than those of mid-and small-cap
companies, they still involve risk. To the extent the Fund invests in large
capitalization companies, the Fund may underperform funds that invest primarily
in securities of smaller capitalization companies during periods when the
securities of such companies are in favor. Large-capitalization companies may be
unable to respond as quickly as smaller capitalization companies to competitive
challenges or to changes in business, product, financial or other market
conditions.
Market
trading risks:
As with all ETFs, Fund shares may be bought and sold in the secondary market at
market prices. Although it is expected that the market price of a Fund share
typically will approximate its NAV, there may be times when the market price and
the NAV diverge more significantly, particularly in times of market volatility
or steep market declines. Thus, you may pay more or less than NAV when you buy
Fund shares
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on
the secondary market, and you may receive more or less than NAV when you sell
those shares. In times of market stress, the Fund’s underlying portfolio
holdings may become less liquid, which in turn may affect the liquidity of the
Fund’s shares and/or lead to more significant differences between the Fund’s
market price and its NAV. In addition, the Fund’s underlying portfolio holdings
trade on foreign exchanges that may be closed when the national securities
exchange on which the Fund’s shares trade is open (and vice versa), which may
result in larger differences between the Fund’s NAV and its market price than
those experienced by ETFs that invest in domestic securities.
Only
certain institutional investors are eligible to purchase and redeem shares
directly from the Fund at NAV. In addition, efficient trading in the Fund’s
shares on the secondary market depends on the participation of firms acting as
market makers and/or liquidity providers in the market place. To the extent
these market maker and authorized participant firms exit the ETF business or
otherwise significantly reduce their business activities and no other entities
step forward to perform these functions, the Fund’s shares may trade at a
material discount to NAV.
During
periods of high market volatility, a Fund share may trade at a significant
discount to its NAV, and in these circumstances certain types of brokerage
orders may expose an investor to an increased risk of loss. A “stop order,”
sometimes called a “stop-loss order,” may cause a Fund share to be sold at the
next prevailing market price once the “stop” level is reached, which during a
period of high volatility can be at a price that is substantially below NAV. By
including a “limit” criteria with your brokerage order, you may be able to limit
the size of the loss resulting from the execution of an ill-timed stop
order.
Although
the Fund’s shares are listed for trading on a national securities exchange, it
is possible that an active trading market may not develop or be maintained, in
which case transactions may occur at wider bid/ask spreads (discussed in further
detail below). Trading of the Fund’s shares may be halted by the activation of
individual or market-wide trading halts (which halt trading for a specific
period of time when the price of a particular security or overall market prices
decline by a specified percentage).
Buying
or selling Fund shares on an exchange involves two types of costs that apply to
all securities transactions. When buying or selling shares of the Fund through a
broker, you will likely incur a brokerage commission and other charges. In
addition, you may incur the cost of the “spread;” that is, the difference
between what investors are willing to pay for Fund shares (the “bid” price) and
the price at which they are willing to sell Fund shares (the “ask” price). The
spread, which varies over time based on trading volume and market liquidity, is
generally narrower if the Fund has more trading volume and market liquidity and
wider if the Fund has less trading volume and market liquidity (which is often
the case for funds that are newly launched or small in size). The Fund’s spread
may also be impacted by market volatility generally and the liquidity of the
underlying securities held by the Fund, particularly for newly launched or
smaller funds. Because of the costs inherent in buying or selling Fund shares,
frequent trading may detract significantly from investment results, and an
investment in Fund shares may not be advisable for investors who anticipate
regularly making small investments through a brokerage account.
Mid-cap
company risk:
While securities of mid-cap companies may be slightly less volatile than those
of small-cap companies, they still involve substantial risk. Mid-cap companies
may have limited product lines, markets or financial resources, and they may be
dependent on a limited management group. Securities of mid-cap companies may be
subject to more abrupt or erratic market movements than those of larger, more
established companies or broader market averages in general.
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Net
zero transition companies risk:
Because the Fund will exclude securities of certain issuers for non-financial
reasons (i.e.,
companies that the sub-adviser does not classify as Net Zero Transition
Companies and companies involved in certain prohibited activities), the Fund may
forgo some market opportunities available to funds that do not pursue a net zero
carbon economy investment strategy or may be required to sell a security when it
might otherwise be disadvantageous to do so. This may cause the Fund to
underperform the stock market as a whole or other funds that do not employ such
an investment strategy. In addition, there is a risk that the Net Zero
Transition Companies will not operate as expected with respect to the transition
to a net zero economy and the reduction of global greenhouse gas emissions. A
company’s carbon-reduction performance or practices or the sub-adviser’s
assessment of those actions could vary over time, which could cause the Fund to
be temporarily invested in companies that do not comply with its net zero carbon
economy criteria. There are significant differences in interpretations of what
it means for a company to take adequate steps to reduce and/or offset its
greenhouse gas emissions. While the sub-adviser believes its evaluation of these
carbon reducing characteristics is reasonable, the decisions the sub-adviser
makes may differ with other investors’ or advisers’ views regarding carbon
reduction characteristics.
Further,
in selecting Net Zero Transition Companies for inclusion in the Fund’s
portfolio, the sub-adviser may rely on information and data related to carbon
intensity and carbon emissions provided by a third-party research firm, which
could be incomplete or erroneous, which in turn could cause the sub-adviser to
assess a company’s net zero carbon economy characteristics incorrectly. The
third-party data providers may differ in the data they provide for a given
security or between industries, or may only take into account one of many
carbon-related components of a company. Furthermore, data availability and
reporting with respect to net zero carbon economy criteria may not always be
available or may become unreliable.
Regulatory
changes or interpretations regarding the definitions and/or use of net zero
carbon economy characteristics could have a material adverse effect on the
Fund’s ability to invest in accordance with its investment policies and/or
achieve its investment objective, as well as the ability of certain classes of
investors to invest in funds, such as the Fund, whose strategies include net
zero carbon economy factors.
Risks
of investing in Europe:
The Fund currently invests a significant portion of its assets in companies
located in Europe, including the United Kingdom, although this may change over
time. The economies and markets of developed countries in Western Europe are
interconnected. Events with a substantial impact on one European country
typically impact its neighboring countries as well. For example, the extent and
duration of Russia’s large-scale military invasion of Ukraine, initiated in
February 2022, and the broad-ranging economic sanctions levied against Russia by
the United States, the European Union, the United Kingdom, and other countries,
remain unknown, but these events could have a significant adverse impact on
Europe’s overall economy.
Most
developed nations in Europe belong to the European Union (“EU”),
and many of these nations also belong to the European Monetary Union
(“EMU”)
through which countries share a common currency, the euro, but are also subject
to economic and monetary controls, such as restrictions on inflation rates,
deficits, and debt levels. Unemployment remains high in many European countries,
and several European countries continue to deal with significant debt problems.
The default or threat of default of an EMU country on its sovereign debt may
have a significant adverse effect on the economies of other European nations as
well as the value of the euro. Changes in the supply and demand for imports and
exports, EU and governmental regulations on trade,
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and
currency exchange rates in Europe (e.g., between the euro and the British pound)
may all have a substantial impact on European financial markets and the
economies of European countries.
Effective
January 1, 2021, the United Kingdom left the EU single market and customs union
(“Brexit”)
under the terms of a new trade agreement; however, there remains considerable
uncertainty about the potential trade, economic and market consequences of
Brexit. The negative impact of the United Kingdom’s departure from the EU, as
well as any future departures by other countries, could be significant, not only
to the British and European economies, but also to the broader global economy.
Such departures could potentially result in increased market volatility and
illiquidity, and lower economic growth for companies that rely significantly on
Europe for their business activities and revenues, which could negatively impact
the value of the Fund’s investments.
Service
provider operational risk:
The Fund’s service providers, such as the Fund’s administrator, custodian or
transfer agent, may experience disruptions or operating errors that could
negatively impact the Fund. Although service providers are required to have
appropriate operational risk management policies and procedures, and to take
appropriate precautions to avoid and mitigate risks that could lead to
disruptions and operating errors, it may not be possible to identify all of the
operational risks that may affect the Fund or to develop processes and controls
to completely eliminate or mitigate their occurrence or effects.
Small-cap
company risk:
Securities of small-cap companies involve substantial risk. These companies,
which can include start-up companies offering emerging products or services, may
lack the management expertise, financial resources, product diversification, and
competitive strengths of larger companies. They may have limited access to
financial resources and may not have the financial strength to sustain them
through business downturns or adverse market conditions. Since small-cap
companies typically reinvest a high proportion of their earnings in their
business, they may not pay dividends for some time, particularly if they are
newer companies. Prices of small-cap securities may be subject to more abrupt or
erratic movements than security prices of larger, more established companies or
the broader averages in general. In addition, the frequency and volume of their
trading may be less than is typical of larger companies, making them subject to
wider price fluctuations and lower liquidity. In some cases, there could be
difficulties in selling the securities of small-cap companies at the desired
time and price, especially in situations of increased market volatility where
the Fund may experience high levels of shareholder redemptions. Securities at
the bottom end of the capitalization range of small-cap companies sometimes are
referred to as “micro-cap” securities. These securities may be subject to
extreme price volatility, as well as limited liquidity and limited
research.
Non-Principal
Risks
Derivatives
risk:
The use of derivatives presents risks different from, and possibly greater than,
the risks associated with investing directly in traditional securities.
Derivatives can be highly volatile, illiquid and difficult to value, and there
is the risk that changes in the value of a derivative held by the Fund will not
correlate with the asset, index or rate underlying the derivative contract.
The
use of derivatives can lead to losses because of adverse movements in the price
or value of the underlying asset, index or rate, which may be magnified by
certain features of the contract. A derivative transaction also involves the
risk that a loss may be sustained as a result of the failure of the counterparty
to the contract to make required payments. These risks are heightened when the
management team uses derivatives to
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15 |
enhance
the Fund’s return or as a substitute for a position or security, rather than
solely to hedge (or offset) the risk of a position or security held by the
Fund.
In
addition, when the Fund engages in certain derivative transactions, it is
effectively leveraging its investments, which could result in exaggerated
changes in the NAV of the Fund’s shares and can result in losses that exceed the
amount originally invested. The success of the Fund’s derivatives strategies
will depend on the sub-adviser’s ability to assess and predict the impact of
market or economic developments on the underlying asset, index or rate and the
derivative itself, without the benefit of observing the performance of the
derivative under all possible market conditions.
The
Fund may also enter into over-the-counter (“OTC”)
transactions in derivatives. Transactions in the OTC markets generally are
conducted on a principal-to-principal basis. The terms and conditions of these
instruments generally are not standardized and tend to be more specialized or
complex, and the instruments may be harder to value. In general, there is less
governmental regulation and supervision of transactions in the OTC markets than
of transactions entered into on organized exchanges. In addition, certain
derivative instruments and markets may not be liquid, which means the Fund may
not be able to close out a derivatives transaction in a cost-efficient manner.
Short
positions in derivatives may involve greater risks than long positions, as the
risk of loss on short positions is theoretically unlimited (unlike a long
position, in which the risk of loss may be limited to the notional amount of the
instrument).
Swap
agreements may involve fees, commissions or other costs that may reduce the
Fund’s gains from a swap agreement or may cause the Fund to lose money.
Futures
contracts are subject to the risk that an exchange may impose price fluctuation
limits, which may make it difficult or impossible for the Fund to close out a
position when desired.
Options
contracts may expire unexercised, which may cause the Fund to realize a capital
loss equal to the premium paid on a purchased option or a capital gain equal to
the premium received on a written option.
Global
economic risk:
National and regional economies and financial markets are becoming increasingly
interconnected, which increases the possibilities that conditions in one
country, region or market might adversely impact issuers in a different country,
region or market. Changes in legal, political, regulatory, tax and economic
conditions may cause fluctuations in markets and securities prices around the
world, which could negatively impact the value of the Fund’s investments. For
example, the United Kingdom’s referendum decision to leave the European Union
resulted in the depreciation in value of the British pound, short term declines
in the stock markets and ongoing economic and political uncertainty concerning
the consequences of the exit. Similar major economic or political disruptions,
particularly in large economies like China’s, may have global negative economic
and market repercussions. Additionally, events such as war, terrorism, natural
and environmental disasters and the spread of infectious illnesses or other
public health emergencies may adversely affect the global economy and the
markets and issuers in which the Fund invests. Recent examples of such events
include the outbreak of a novel coronavirus known as COVID-19 that was first
detected in China in December 2019, Russia’s invasion of Ukraine, and
heightened concerns regarding North Korea’s nuclear weapons and long-range
ballistic missile programs. These events could reduce consumer demand or
economic output, result in market closure, travel restrictions or quarantines,
and generally have a significant impact on the global economy. These events
could also impair the information technology and other operational systems upon
which the Fund’s service providers, including the investment
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adviser
and sub-adviser, rely, and could otherwise disrupt the ability of employees of
the Fund’s service providers to perform essential tasks on behalf of the Fund.
Governmental and quasi-governmental authorities and regulators throughout the
world have in the past responded to major economic disruptions with a variety of
significant fiscal and monetary policy changes, including but not limited to,
direct capital infusions into companies, new monetary programs and dramatically
lower interest rates. An unexpected or quick reversal of these policies, or the
ineffectiveness of these policies, could increase volatility in securities
markets, which could adversely affect the Fund’s investments.
Other
investment companies risk:
When the Fund invests in other investment companies, such as ETFs, shareholders
bear both their proportionate share of Fund expenses and, indirectly, the
expenses of the other investment companies. Furthermore, the Fund is exposed to
the risks to which the other investment companies may be subject. For
index-based ETFs, while such ETFs seek to achieve the same returns as a
particular market index, the performance of an ETF may diverge from the
performance of such index (commonly known as tracking error).
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Section
3
Fund Management
Nuveen
Fund Advisors, LLC (the “Adviser”),
the Fund’s investment adviser, offers advisory and investment management
services to a broad range of clients, including investment companies and other
pooled investment vehicles. 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. In addition, the Adviser arranges for sub-advisory,
transfer agency, custody, fund administration and all other non-distribution
related services necessary for the Fund to operate. The Adviser is a wholly
owned subsidiary of Nuveen, LLC (“Nuveen”),
the investment management arm of Teachers Insurance and Annuity Association of
America (“TIAA”).
TIAA is a life insurance company founded in 1918 by the Carnegie Foundation for
the Advancement of Teaching and is the companion organization of College
Retirement Equities Fund (“CREF”).
As of September 30, 2022, Nuveen managed approximately $1.1 trillion in assets,
of which approximately $149.2 billion was managed by the Adviser. The Adviser is
located at 333 West Wacker Drive, Chicago, Illinois 60606.
The
Adviser has selected its affiliate, Nuveen Asset Management, LLC (“Nuveen
Asset Management”
or “Sub-Adviser”),
located at 333 West Wacker Drive, Chicago, Illinois 60606, to serve as
sub-adviser to the Fund. Nuveen Asset Management manages the investment of the
Fund’s assets on a discretionary basis, subject to the supervision of the
Adviser. As of September 30, 2022, Nuveen Asset Management managed approximately
$252 billion in assets.
The
Fund is managed by multiple portfolio managers, who are responsible for the
day-to-day management of the Fund, with expertise in the area applicable to the
Fund’s investments. Each portfolio manager may be responsible for different
aspects of the Fund’s management. For example, one manager may be principally
responsible for selecting appropriate investments for the Fund, while another
may be principally responsible for asset allocation. The following is a list of
the portfolio managers primarily responsible for managing the Fund’s
investments, along with their relevant experience. The Fund’s portfolio managers
may change from time to time.
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|
|
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|
|
Total
Experience
(since
dates
specified
below) |
|
Name
& Title
|
Experience
Over Past Five Years |
At
Sub-Adviser* |
Total |
|
Thomas
J. Lavia Jr., CFA
Managing
Director |
Nuveen
Asset Management and other advisory affiliates (portfolio management and
research) |
2011 |
1998 |
|
Gregory
Mancini
Managing
Director |
Nuveen
Asset Management and other advisory affiliates (research and portfolio
management of an international portfolio) |
2016 |
1996 |
|
Willis
W. Tsai
Managing
Director |
Nuveen
Asset Management and other advisory affiliates (equity portfolio
management and equity research) |
2006 |
2005 |
*
Including tenure at affiliate or predecessor firms, as applicable.
Additional
information about the portfolio managers’ compensation, other accounts managed
by the portfolio managers and the portfolio managers’ ownership of securities in
the Fund is provided in the statement of additional information.
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Section
3
Fund Management |
As
compensation for the services it provides to the Fund during the fiscal period
June 23, 2022 (the Fund's commencement of operations) through July 31, 2022, the
Adviser received a management fee from the Fund based on a percentage of the
Fund’s average daily net assets, of 0.55%.
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.
Information
regarding the Board’s approval of the investment management agreements is
available in the Fund’s annual report for the fiscal period ended July 31,
2022.
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Fund Management |
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Section
4
Investing in the Fund
| |
Purchase
and Sale of Shares |
The
Fund is an ETF, which differs from a mutual fund in important ways. Shares of a
mutual fund are purchased and redeemed by all shareholders directly from the
issuing fund at NAV. By contrast, most investors will buy and sell shares of the
Fund through a broker on a national securities exchange, where the Fund’s shares
are listed and trade throughout the day at market prices like shares of other
publicly traded securities. The Fund does not impose any minimum investment for
shares of the Fund purchased on an exchange or otherwise in the secondary
market. The Fund’s shares trade under the trading symbol listed on the cover of
this prospectus.
Purchasing
or selling shares of the Fund on an exchange or other secondary market typically
involves two types of costs. When purchasing or selling shares of the Fund
through a broker, you may incur a brokerage commission. The commission is
frequently a fixed amount and may be a significant proportional cost for
investors seeking to buy or sell small amounts of shares. In addition, you may
incur the cost of the “spread,” that is, any difference on the exchange between
the bid price and the ask price for a share of the Fund. The spread will vary
over time based on the Fund’s trading volume and market liquidity.
The
Fund’s primary listing exchange is the NASDAQ Stock Market LLC (the
“Listing
Exchange”).
The Listing Exchange is open for trading Monday through Friday and is closed on
weekends and the following holidays: New Year’s Day, Martin Luther King, Jr.
Day, Presidents’ Day, Good Friday, Memorial Day, Juneteenth Holiday,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
Book
Entry
Shares
of the Fund are held in book-entry form, which means that no stock certificates
are issued. The Depository Trust Company (“DTC”)
or its nominee is the record owner of all outstanding shares of the Fund and is
recognized as the owner of all shares for all purposes.
Investors
owning shares of the Fund are beneficial owners as shown on the records of DTC
or its participants. DTC serves as the securities depository for shares of the
Fund. DTC participants include securities brokers and dealers, banks, trust
companies, clearing corporations and other institutions that directly or
indirectly maintain a custodial relationship with DTC. As a beneficial owner of
shares, you are not entitled to receive physical delivery of stock certificates
or to have shares registered in your name, and you are not considered a
registered owner of shares. Therefore, to exercise any right as an owner of
shares, you must rely upon the procedures of DTC and its participants. These
procedures are the same as those that apply to any other securities that you
hold in book-entry or “street name” form.
Share
Trading Prices
The
trading prices of the Fund’s shares on the Listing Exchange generally differ
from the Fund’s NAV and are affected by market forces such as the supply of and
demand for the Fund’s shares as well as the securities held by the Fund,
economic conditions and other factors. The price you pay or receive when you buy
or sell your shares in the secondary market is based on the market price of the
Fund’s shares, which may be more or less than the NAV of such shares.
| |
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|
20 |
Section
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Investing in the Fund |
Householding
Householding
is a method of delivery, based on the preference of the individual investor, in
which a single copy of certain shareholder documents can be delivered to
investors who share the same address, even if their accounts are registered
under different names. Please contact your broker-dealer if you are interested
in enrolling in householding and receiving a single copy of prospectuses and
other shareholder documents, or if you are currently enrolled in householding
and wish to change your householding status.
Investments
by Registered Investment Companies
Section
12(d)(1) of the 1940 Act restricts investments by registered investment
companies in the securities of other investment companies, including shares of
the Fund. Registered investment companies are permitted to invest in the Fund
beyond the limits set forth in Rule 12d1-4 under the 1940 Act, including that
such investment companies enter into an agreement with the Fund.
| |
Purchase
and Redemption of Creation Units |
Only
certain institutional investors (typically market makers or other
broker-dealers) who have entered into agreements with the Nuveen Securities,
LLC, the Fund’s distributor (the “Distributor”),
(“Authorized
Participants”)
may purchase and redeem shares directly from the Fund at NAV and only in large
blocks of shares or multiples thereof (“Creation
Units”).
Except when aggregated in Creation Units, shares are not redeemable by the Fund.
An Authorized Participant must be either a DTC participant or a member of the
Continuous Net Settlement System of the National Securities Clearing Corporation
(“NSCC”).
The
Fund generally issues and redeems Creation Units in exchange for a designated
in-kind basket of Fund securities and/or a designated amount of cash (together,
the “Basket”).
Each day the Listing Exchange is open for trading (a “Business
Day”),
prior to the opening of trading, the Fund publishes that day’s Basket through
NSCC or another method of public dissemination.
Orders
from Authorized Participants to create or redeem Creation Units may only be
placed on a Business Day and are subject to approval by the Distributor. The
prices at which creations and redemptions occur are based on the next
calculation of NAV after an order is received and deemed acceptable by the
Distributor.
Information
about the procedures regarding creation and redemption of Creation Units
(including the cut-off times for receipt of creation and redemption orders) is
included in the Fund’s statement of additional information.
Nuveen
Securities, LLC, the Fund’s distributor, distributes Creation Units for the Fund
on an agency basis. The Distributor does not maintain a secondary market in
shares of the Fund. The Distributor has no role in determining the policies of
the Fund or the securities that are purchased or sold by the Fund. The
Distributor’s principal address is 333 West Wacker Drive, Chicago, Illinois
60606.
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Section
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Investing in the Fund |
21 |
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Distribution
and Service Payments |
Distribution
and Service Plan
The
Fund has adopted a Distribution and Service Plan in accordance with Rule 12b-1
under the 1940 Act pursuant to which the Fund is authorized to pay fees at an
annual rate of up to 0.25% of the Fund’s average daily net assets for the sale
and distribution of the Fund’s shares. No distribution fees are currently
charged to the Fund; there are no plans to impose distribution fees, and no such
fees will be charged for at least twelve months from the date of this
prospectus. Additionally, the implementation of any such fees would require
approval by the Board prior to implementation. Because these fees would be paid
out of the Fund’s assets on an on-going basis, if such fees are charged in the
future, they would increase the cost of your investment and might cost you more
over time than paying other types of sales charges.
Other
Payments by the Adviser
The
Adviser and/or its affiliates may make payments to broker-dealers, registered
investment advisers, banks or other intermediaries (together, “intermediaries”)
related to marketing activities and presentations, educational training
programs, conferences, the development of technology platforms and reporting
systems, data provision services, or their making shares of the Fund and certain
other Nuveen ETFs available to their customers generally and in certain
investment programs. Such payments, which may be significant to the
intermediary, are not made by the Fund. Rather, such payments are made by the
Adviser and/or its affiliates from their own resources, which come directly or
indirectly in part from fees paid by the Nuveen ETFs complex. Payments of this
type are sometimes referred to as revenue-sharing payments. A financial
intermediary may make decisions about which investment options it recommends or
makes available, or the level of services provided, to its customers based on
the payments it is eligible to receive. Therefore, such payments to an
intermediary create conflicts of interest between the intermediary and its
customers and may cause the intermediary to recommend the Fund or other Nuveen
ETFs over another investment. More information regarding these payments is
contained in the Fund’s statement of additional information.
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22 |
Section
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Investing in the Fund |
The
Fund does not impose any restrictions on the frequency of purchases and
redemptions (“frequent
trading”);
however, the Fund reserves the right to reject or limit purchases at any time as
described in the statement of additional information. In determining that no
restrictions on frequent trading were necessary, the Board evaluated the risks
of frequent trading to the Fund and its shareholders. The Board considered that
the Fund’s shares can only be purchased and redeemed directly from the Fund in
Creation Units by Authorized Participants, and that the vast majority of trading
in the Fund’s shares occurs on the secondary market. Because secondary market
trades do not involve the Fund directly, the Board concluded that such trades
were unlikely to cause many of the harmful effects of frequent trading,
including dilution, disruption of portfolio management, increases in the Fund’s
trading costs and the realization of capital gains. With respect to purchases
and redemptions by Authorized Participants directly from the Fund that are
effected in-kind (i.e.,
for securities), the Board concluded that those trades do not have the potential
to cause the harmful effects that may result from frequent cash trades. To the
extent that the Fund may effect the purchase or redemption of Creation Units in
exchange wholly or partially for cash, the Board recognized that such trades
could result in dilution to the Fund and increased transaction costs, which
could negatively impact the Fund’s ability to achieve its investment objective.
However, the Board noted that direct trading by Authorized Participants is
critical to ensuring that the Fund’s shares trade at or close to NAV. In
addition, the Board recognized that the Fund imposes fixed and variable
transaction fees on purchases and redemptions of Creation Units to cover the
custodial and other costs incurred by the Fund in effecting trades.
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Section
4
Investing in the Fund |
23 |
Section
5
General Information
| |
Dividends
and Distributions |
As
a Fund shareholder, you are entitled to your share of the Fund’s income and net
realized gains on its investments. The Fund pays out substantially all of its
net earnings to its shareholders as dividends and distributions.
The Fund
may earn income from its investments in common stocks. These amounts, net of
expenses and taxes (if applicable), are passed along to Fund shareholders as
dividends. Dividends, if any, are declared and paid annually.
The
Fund will generally realize short-term capital gains or losses whenever it sells
assets held for one year or less. Net short-term capital gains will generally be
treated as ordinary income when distributed to shareholders. The Fund will
generally realize long-term capital gains or losses whenever it sells assets
held for more than one year. Net capital gains (the excess of the Fund’s net
long-term capital gains over its net short-term capital losses) are distributed
to shareholders once a year at year end.
The
Fund reserves the right to declare special distributions if such action is
necessary or advisable to preserve its status as a regulated investment company
or to avoid imposition of income or excise taxes on undistributed income or
realized gains.
Your
broker is responsible for distributing any dividends and capital gain
distributions to you.
Dividend
Reinvestment Service
No
dividend reinvestment service is provided by the Fund. Broker-dealers may make
available the DTC book-entry Dividend Reinvestment Service for use by beneficial
owners of the Fund for reinvestment of their dividend distributions. Beneficial
owners should contact their broker to determine the availability and costs of
the service and the details of participation therein. Brokers may require
beneficial owners to adhere to specific procedures and timetables. If this
service is available and used, dividend distributions of both income and
realized gains will be automatically reinvested in additional whole shares of
the Fund purchased in the secondary market.
As
with any investment, you should consider how your investment in shares of the
Fund will be taxed. The tax information in this prospectus is provided as
general information, based on current laws, which may be changed by legislative,
judicial or administrative action. You should not consider this summary to be a
comprehensive explanation of the tax treatment of the Fund, or the tax
consequences of an investment in the Fund. There is no guarantee that shares of
the Fund will receive certain regulatory or accounting treatment. You should
consult your own tax professional about the tax consequences of an investment in
shares of the Fund. Unless your investment in Fund shares is made through a
tax-exempt entity or tax-deferred retirement account, such as an IRA, you need
to be aware of the possible tax consequences when the Fund makes distributions,
you sell Fund shares, or (for Authorized Participants only) you purchase or
redeem Creation Units.
Taxes
and Tax Reporting
The
Fund intends to qualify each year for treatment as a regulated investment
company. If it meets certain minimum distribution requirements, a regulated
investment company is
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24 |
Section
5
General Information |
not
subject to tax at the fund level on income and gains from investments that are
timely distributed to shareholders. However, the Fund’s failure to qualify as a
regulated investment company or to meet minimum distribution requirements would
result (if certain relief provisions were not available) in fund-level taxation
and, consequently, a reduction in income available for distribution to
shareholders.
The
Fund intends to make distributions that may be taxed as ordinary income or
capital gains. Distributions of the Fund’s net capital gain are taxable as
long-term capital gains regardless of how long you have owned your shares. For
non-corporate shareholders, long-term capital gains are generally taxable at tax
rates up to 20% (lower tax rates apply to individuals in lower tax brackets),
while distributions from short-term capital gains and net investment income are
generally taxable as ordinary income. The tax you pay on a given capital gains
distribution depends generally on how long the Fund has held the portfolio
securities it sold and not on how long you have owned your Fund shares.
Dividends
that are reported by the Fund as qualified dividend income are generally taxable
to non-corporate shareholders at tax rates of up to 20% (lower rates apply to
individuals in lower tax brackets). Qualified dividend income generally is
income derived from dividends paid to the Fund by U.S. corporations or certain
foreign corporations that are either incorporated in a U.S. possession or
eligible for tax benefits under certain U.S. income tax treaties. In addition,
dividends that the Fund receives in respect of stock of certain foreign
corporations may be qualified dividend income if that stock is readily tradable
on an established U.S. securities market. For dividends to be taxed as qualified
dividend income to a non-corporate shareholder, the Fund must satisfy certain
holding period requirements with respect to the underlying stock and the
non-corporate shareholder must satisfy holding period requirements with respect
to his or her ownership of Fund shares. Holding periods may be suspended for
these purposes for stock that is hedged.
Corporate
shareholders may be entitled to a dividends-received deduction for the portion
of dividends they receive from the Fund that are attributable to dividends
received by the Fund from U.S. corporations, subject to certain
limitations.
The
sale of shares in your account may produce a gain or loss, and is a taxable
event. Any capital gain or loss realized upon a sale of Fund shares is
generally treated as a long-term gain or loss if you held the shares you sold
for more than one year. Any capital gain or loss realized upon a sale of Fund
shares held for one year or less is generally treated as a short-term gain or
loss, except that any capital loss on a sale of shares held for six months or
less is treated as a long-term capital loss to the extent of long-term capital
gain dividends paid with respect to such shares. The ability to deduct capital
losses may be limited depending on your circumstances.
In
general, your distributions are subject to federal income tax for the year in
which they are paid. Distributions paid in January, but declared and payable to
shareholders of record in October, November or December of the prior year,
however, may be taxable to you in the prior year. Distributions are generally
taxable even if they are paid from income or gains earned by the Fund before
your investment (and thus were included in the price you paid for your
shares).
Early
in each year, you will receive a statement from the firm through which you hold
your Fund shares detailing the amount and nature of all distributions that you
were paid during the prior year. The tax status of your distributions is
the same whether you reinvest them or elect to receive them in cash.
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Section
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General Information |
25 |
Dividends
and distributions from the Fund and capital gain on the sale of Fund shares are
generally taken into account in determining a shareholder’s “net investment
income” for purposes of the Medicare contribution tax applicable to certain
individuals, estates and trusts.
When
seeking to satisfy redemption requests in whole or in part on a cash basis, the
Fund may be required to sell portfolio securities in order to obtain the cash
needed to distribute redemption proceeds. This may cause the Fund to recognize
investment income and/or capital gains or losses that it might not have
recognized if it had completely satisfied the redemption in-kind. As a result,
the Fund may be less tax efficient if it includes such a cash payment than if
the in-kind redemption process were used.
Distributions
(other than capital gain dividends) paid to individual shareholders that are
neither citizens nor residents of the U.S. or to foreign entities will generally
be subject to a U.S. withholding tax at the rate of 30%, unless a lower treaty
rate applies. Gains realized by foreign shareholders from the sale or other
disposition of shares of the Fund generally are not subject to U.S. taxation,
unless the recipient is an individual who is physically present in the U.S. for
183 days or more per year. The Fund may, under certain circumstances, report all
or a portion of a dividend as an “interest-related dividend” or a “short-term
capital gain dividend,” which would generally be exempt from this 30% U.S.
withholding tax, provided certain other requirements are met. Different tax
consequences may result if you are a foreign shareholder engaged in a trade or
business within the United States or if you are a foreign shareholder entitled
to claim the benefits of a tax treaty.
Please
note that if you do not furnish the Fund with your correct Social Security
number or employer identification number, you fail to provide certain
certifications to the Fund, you fail to certify whether you are a U.S. citizen
or a U.S. resident alien, or the Internal Revenue Service notifies the Fund to
withhold, federal law requires the Fund to withhold federal income tax from your
distributions and redemption proceeds at the applicable withholding rate.
Buying
or Selling Shares Close to a Record Date
Buying
Fund shares shortly before the record date for a taxable dividend or capital
gain distribution is commonly known as “buying the dividend” and generally
should be avoided by taxable investors. The entire distribution may be taxable
to you even though a portion of the distribution effectively represents a return
of your purchase price.
Cost
Basis Method
You
may elect a cost basis method to apply to shares held in your account with your
financial intermediary. The cost basis method you select will determine the
order in which such shares are sold and how your cost basis information is
calculated and subsequently reported to you and to the Internal Revenue Service.
Please consult your tax advisor to determine which cost basis method best suits
your specific situation. Please contact your financial intermediary for
instructions on how to make your election. If you do not make an election, your
financial intermediary will choose its own default cost basis method.
Taxes
on Creation and Redemption of Creation Units
An
Authorized Participant having the U.S. dollar as its functional currency for
U.S. federal income tax purposes that exchanges securities for Creation Units
generally will recognize a gain or loss equal to the difference between
(i) the sum of the market value of the Creation Units at the time of the
exchange and any amount of cash received by the Authorized Participant in the
exchange and (ii) the sum of the exchanger’s aggregate
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26 |
Section
5
General Information |
basis
in the securities surrendered and any amount of cash paid for such Creation
Units. An Authorized Participant who redeems Creation Units will generally
recognize a gain or loss equal to the difference between the exchanger’s basis
in the Creation Units and the sum of the aggregate U.S. dollar market value of
the securities plus the amount of any cash received for such Creation Units. The
Internal Revenue Service, however, may assert that a loss that is realized upon
an exchange of securities for Creation Units may not be currently deducted under
the rules governing “wash sales” (for a person who does not mark-to-market its
holdings), or on the basis that there has been no significant change in economic
position.
Gain
or loss recognized by an Authorized Participant upon an issuance of Creation
Units in exchange for securities, or upon a redemption of Creation Units, may be
capital or ordinary gain or loss depending on the circumstances. Any capital
gain or loss realized upon an issuance of Creation Units in exchange for
securities will generally be treated as long-term capital gain or loss if the
securities have been held for more than one year. Any capital gain or loss
realized upon the redemption of a Creation Unit will generally be treated as
long-term capital gain or loss if the Fund shares comprising the Creation Unit
have been held for more than one year. Otherwise, such capital gains or losses
are treated as short-term capital gains or losses.
Persons
exchanging securities for Creation Units should consult their own tax advisors
with respect to the tax treatment of any creation or redemption transaction and
whether the wash sales rules apply and when a loss might be deductible. If you
purchase or redeem Creation Units, you will be sent a confirmation statement
showing how many Fund shares you purchased or redeemed and at what price.
Foreign
Investments by the Fund
Dividends,
interest and other income received by the Fund with respect to foreign
securities may give rise to withholding and other taxes imposed by foreign
countries. Tax conventions between certain countries and the United States may
reduce or eliminate such taxes. The Fund may need to file special claims for
refund to secure the benefit of a reduced rate. If as of the close of a taxable
year more than 50% of the total assets of the Fund consist of stock or
securities of foreign corporations, the Fund may elect to “pass through” to
investors the amount of foreign income and similar taxes (including withholding
taxes) paid by the Fund during that taxable year. If the Fund elects to “pass
through” such foreign taxes, then investors will be considered to have received
as additional income their respective shares of such foreign taxes, but may be
entitled to either a corresponding tax deduction in calculating taxable income,
or, subject to certain limitations, a credit in calculating federal income
tax.
The
foregoing discussion summarizes some of the consequences under current U.S.
federal tax law of an investment in the Fund. It is not a substitute for
personal tax advice. You may also be subject to state and local taxation on Fund
distributions and sales of shares. Consult your personal tax advisor about the
potential tax consequences of an investment in shares of the Fund under all
applicable tax laws.
The
Fund’s NAV is determined as of the close of trading (normally 4:00 p.m. New
York time) on the New York Stock Exchange (“NYSE”)
on each Business Day. The Fund’s NAV per share is calculated by taking the value
of the Fund’s total assets, including interest or dividends accrued but not yet
collected, less all liabilities, and dividing by the total number of shares
outstanding. The Fund’s latest NAV per share is available on the Fund’s website
at www.nuveen.com/etf.
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Section
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General Information |
27 |
In
determining NAV, exchange-traded instruments generally are valued at the last
reported sales price or official closing price on an exchange, if available. If
such market quotations are not readily available or are not considered reliable,
an exchange-traded instrument will be valued at its fair value as determined in
good faith using procedures approved by the Adviser, subject to the oversight
and review of the Board. For example, the fair value of an exchange-traded
instrument may be determined using prices provided by independent pricing
services or obtained from other sources, such as broker-dealer quotations.
Independent pricing services typically value non-exchange-traded instruments
utilizing a range of market-based inputs and assumptions, including readily
available market quotations obtained from broker-dealers making markets in such
instruments, cash flows, and transactions for comparable instruments. In pricing
certain instruments, the pricing services may consider information about an
instrument’s issuer or market activity provided by the Adviser or
Sub-Adviser.
The
Fund invests in non-U.S. securities. Generally, trading in non-U.S. securities
is substantially completed each day at various times prior to the close of
business on the NYSE. The values of such securities used in computing the NAV of
the Fund are determined as of such times. The values of non-U.S. dollar
denominated securities are converted to U.S. dollars using foreign currency
exchange rates generally determined as of 4:00 p.m., London time. The value of
non-U.S. securities held by the Fund may change on days when investors are not
able to purchase or sell Fund shares.
The
price of an exchange-traded instrument may be determined unreliable in various
circumstances. For example, a price may be deemed unreliable if it has not
changed for an identified period of time, or has changed from the previous day’s
price by more than a threshold amount, and recent transactions and/or broker
dealer price quotations differ materially from the price in question.
The
Board has designated the Adviser as the Fund’s valuation designee pursuant to
Rule 2a-5 under the 1940 Act and delegated to the Adviser the day-to-day
responsibility of making fair value determinations. All fair value
determinations made by the Adviser are subject to review by the Board. As a
general principle, the fair value of a portfolio instrument is the amount that
an owner might reasonably expect to receive upon the instrument’s current sale.
A range of factors and analysis may be considered when determining fair value,
including relevant market data, interest rates, credit considerations and/or
issuer specific news. However, fair valuation involves subjective judgments, and
it is possible that the fair value determined for a portfolio instrument may be
materially different from the value that could be realized upon the sale of that
instrument.
| |
Premium/Discount
Information |
Information
showing the number of days the market price of the Fund’s shares was greater
than the Fund’s NAV per share (i.e.,
at a premium) and the number of days it was less than the Fund’s NAV per share
(i.e.,
at a discount) for various time periods will be made available on the Fund’s
website at www.nuveen.com/etf beginning at the end of the calendar quarter
following the Fund’s inception date.
Brown
Brothers Harriman (“BBH”)
is the administrator, custodian and transfer agent for the Fund.
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28 |
Section
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General Information |
Shares
of the Fund are not sponsored, endorsed or promoted by the Listing Exchange. The
Listing Exchange makes no representation or warranty, express or implied, to the
owners of shares of the Fund or any member of the public regarding the ability
of the Fund to achieve its investment objective. The Listing Exchange is not
responsible for, nor has it participated in, the determination of the timing of,
prices of or quantities of shares of the Fund to be issued, nor in the
determination or calculation of the equation by which the shares are redeemable.
The Listing Exchange has no obligation or liability to owners of shares of the
Fund in connection with the administration, marketing or trading of shares of
the Fund. Without limiting any of the foregoing, in no event shall the Listing
Exchange have any liability for any direct, indirect, special, punitive,
consequential or any other damages (including lost profits) even if notified of
the possibility of such damages.
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Section
5
General Information |
29 |
Section
6
Financial Highlights
The
financial highlights table is intended to help you understand the Fund’s
financial performance for the period of operations for the Fund. Certain
information reflects financial results for a single Fund share. The total
returns in the table represent the rate that an investor would have earned (or
lost) on an investment in the Fund (assuming reinvestment of all dividends and
distributions).
This
has been derived from information that has been audited by KPMG LLP, whose
report for the most recent fiscal period, along with the Fund’s financial
statements, are included in the Fund’s annual report, which is available upon
request.
Selected
data for a share outstanding throughout the period:
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|
|
|
|
|
|
|
|
|
|
|
| |
|
Investment
Operations |
|
Less
Distributions |
|
|
|
Year
Ended
July
31, |
Beginning
NAV |
Net
Investment
Income
(Loss)(a) |
Net
Realized/
Unrealized
Gain
(Loss) |
Total |
|
From
Net
Investment
Income |
From
Accumulated
Net
Realized
Gains |
Return
of
Capital |
Total |
Ending
NAV |
Ending
Market
Price |
|
2022(d) |
$25.04 |
$0.02 |
$1.76 |
$1.78 |
$
- |
$
- |
$
- |
$
- |
$26.82 |
$26.95 |
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|
30 |
Section
6
Financial Highlights |
| |
|
|
|
|
|
|
| |
|
Ratios/Supplemental
Data |
| |
Total
Return |
|
Ratios
to Average Net Assets |
|
| |
Based
on
NAV(b) |
Based
on
Market
Price(b) |
Ending
Net
Assets(000) |
Expenses |
Net
Investment
Income (Loss) |
Portfolio
Turnover
Rate(c) |
| |
7.09% |
7.61% |
$5,364 |
0.55%(e) |
0.59%(e) |
0%(f) |
(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
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.
(d) For
the period June 23, 2022 (commencement of operations) through July 31, 2022.
(e) Annualized.
(f) Value
rounded to zero.
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Section
6
Financial Highlights |
31 |
![[image]](g397717img_28f5a836b6c34.jpg)
Several
additional sources of information are available to you, including the codes of
ethics adopted by the Fund, Nuveen, the Adviser and the Sub-Adviser. The
statement of additional information, incorporated by reference into this
prospectus, contains detailed information on the policies and operation of the
Fund included in this prospectus. Additional information about the Fund’s
investments will be available in the annual and semi-annual reports to
shareholders. In the Fund’s annual report, you will find a discussion of the
market conditions and investment strategies that significantly affected the
Fund’s performance during its last fiscal year. The Fund’s most recent statement
of additional information, annual and semi-annual reports and certain other
information are available, free of charge, by calling Nuveen Investor Services
at (888) 290-9881, on the Fund’s website at www.nuveen.com/etf, or through your
financial advisor. Shareholders may call the toll free number above with
any inquiries.
You
may also obtain this and other Fund information directly from the SEC. Reports
and other information about the Fund are available on the EDGAR Database on the
SEC’s website at http://www.sec.gov. You may also request Fund information by
sending an e-mail request to
[email protected]. The SEC may charge a copying
fee for this information.
Distributed
by
Nuveen
Securities, LLC
333
West Wacker Drive
Chicago,
Illinois 60606
www.nuveen.com/etf
No
person has been authorized to give any information or to make any
representations other than those contained in this prospectus in connection with
the offer of Fund shares, and, if given or made, the information or
representations must not be relied upon as having been authorized by the Fund.
Neither the delivery of this prospectus nor any sale of Fund shares shall under
any circumstance imply that the information contained herein is correct as of
any date after the date of this prospectus. Please read and keep this prospectus
for future reference.
Dealers
effecting transactions in Fund shares, whether or not participating in this
distribution, are generally required to deliver a prospectus. This is in
addition to any obligation of dealers to deliver a prospectus when acting as
underwriters.
The
Fund is a series of Nushares ETF Trust, whose Investment Company Act file number
is 811-23161.
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