Certified Annual Shareholder Report for Management Investment Companies (n-csr)
March 06 2020 - 2:25PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-23161
Nushares ETF Trust
(Exact name of registrant as specified in charter)
Nuveen Investments
333 West Wacker Drive, Chicago, IL 60606
(Address of principal executive offices) (Zip code)
Christopher M. Rohrbacher
Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606
(Name and address of agent for service)
Registrant’s telephone number, including area code: (312) 917-7700
Date of fiscal year end: December 31
Date of reporting period: December 31, 2019
Form N-CSR is to be used by management investment companies to file reports
with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17
CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policy making roles.
A registrant is required to disclose the information specified by Form
N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the
Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary,
Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss.3507.
ITEM 1. REPORTS TO STOCKHOLDERS.
Nuveen Exchange-Traded
Funds
|
Fund
Name
|
|
Listing
Exchange
|
Ticker
Symbol
|
|
|
Nuveen
Short-Term REIT ETF
|
|
Cboe
BZX Exchange, Inc.
|
NURE
|
|
|
Beginning on January 1, 2021, as permitted by regulations
adopted by the Securities and Exchange Commission, paper copies of the Fund annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made
available on the Fund website (www.nuveen.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you have already elected to receive shareholder reports
electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically anytime by contacting the financial intermediary (such as a
broker-dealer or bank) through which you hold your shares.
You may elect to receive all future shareholder reports in
paper free of charge at any time by contacting your financial intermediary. Your election to receive reports in paper will apply to all funds held in your account with your financial intermediary.
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LOSE VALUE NO BANK GUARANTEE
Chair’s Letter to Shareholders
Dear Shareholders,
Financial markets finished 2019 on a high note, despite the
challenges of a weak start to the year, a slower global economy and heightened geopolitical risks. While global manufacturing languished, consumers remained resilient amid tight labor markets, growing wages and tame inflation. Global business
sentiment, however, was less optimistic due to trade frictions and weaker global demand. Across advanced economies growth in corporate profits and earnings was subdued in 2019. Nevertheless, the Federal Reserve’s (Fed) pivot to easing monetary
conditions, along with liquidity provided by other central banks around the world, provided confidence that the economic cycle could be extended. Additionally, the year ended with a reduction in trade tensions and Brexit uncertainty, although the
next phase of U.S.-China trade negotiations are expected to be more challenging and the U.K. has a relatively short transition window in which to redefine its relationship with the European Union.
We continue to anticipate muted economic growth and increased
market volatility this year. The U.S. economy held steady in the second half of 2019, although growth for the year overall moderated from 2018’s pace. Consumer confidence remains underpinned by low unemployment and modest wage growth. Looser
financial conditions, in part driven by the Fed’s three interest rate cuts in 2019, have revived momentum in the housing market and should continue to encourage borrowing by consumers and businesses. Although consumer spending in Europe and
Japan, like in the U.S., has remained supported by jobs growth and rising wages, economic growth there appears more fragile. The COVID-19 coronavirus outbreak poses a new downside risk to the global economy, as disruptions to both demand and
production ripple through global supply chains. We are closely monitoring the situation.
At Nuveen, we still see investment opportunities in the
maturing economic environment, but we are taking a selective approach. If you’re concerned about where the markets are headed from here, we encourage you to work with your financial advisor to review your time horizon, risk tolerance and
investment goals. On behalf of the other members of the Nuveen Fund Board, we look forward to continuing to earn your trust in the months and years ahead.
Sincerely,
Terence J. Toth
Chair of the Board
February 21, 2020
Portfolio Managers’
Comments
Nuveen Short-Term REIT ETF
(NURE)
This Fund features portfolio management by
Teachers Advisors, LLC, an affiliate of Nuveen Fund Advisors, LLC. Portfolio managers Philip James (Jim) Campagna, CFA, and Lei Liao, CFA, discuss U.S. economic and market conditions, key investment strategies and the twelve-month performance of
NURE. Jim and Lei have managed NURE since its commencement of operations on December 19, 2016.
What factors affected the U.S. economy and the real estate
investment trust (REIT) market during the twelve-month annual reporting period ended December 31, 2019?
The U.S. economy reached the tenth year of expansion since the
previous recession ended in June 2009, marking the longest expansion in U.S. history. In the fourth quarter of 2019, gross domestic product (GDP) grew at an annualized rate of 2.1%, according to the “advance” estimate by the Bureau of
Economic Analysis. GDP measures the value of goods and services produced by the nation’s economy less the value of the goods and services used up in production, adjusted for price changes. In the final months of the year, the economy was
boosted by moderate consumer spending, along with positive contributions from government spending and trade, which offset weakness in business investment. For 2019 as a whole, U.S. GDP grew 2.3%, a decline from 2.9% in 2018 and the slowest pace
since 2016.
Consumer spending, the largest driver of the
economy, remained well supported by low unemployment, wage gains and tax cuts. As reported by the Bureau of Labor Statistics, the unemployment rate fell to 3.5% in December 2019 from 3.9% in December 2018 and job gains averaged around 176,000 per
month for the past twelve months. As the jobs market has tightened, average hourly earnings grew at an annualized rate of 2.9% in December 2019. However, inflation remained subdued. The Bureau of Labor Statistics said the Consumer Price Index (CPI)
increased 2.3% over the twelve-month reporting period ended December 31, 2019 before seasonal adjustment.
Low mortgage rates and low inventory drove home prices
moderately higher in this reporting period, despite declining new home sales and housing starts. The S&P CoreLogic Case-Shiller U.S. National Home Price Index, which covers all nine U.S. census divisions, was up 3.5% year-over-year in November
2019 (most recent data available at the time this report was prepared). The 10-City and 20-City Composites reported year-over-year increases of 2.0% and 2.6%, respectively.
As data pointed to slower momentum in the overall economy, the
Federal Reserve (Fed) notably shifted its stance. Although the Fed had indicated in December 2018 that there could be two more rate hikes in 2019, global growth concerns kept the central bank on the sidelines. As expected by the markets, the Fed
left rates unchanged throughout the first half of 2019 while speculation increased that the Fed’s next move would be a rate cut. At the July 2019, September 2019 and October 2019 policy committee meetings, the Fed announced a 0.25% cut to its
main policy rate. Markets registered disappointment with the Fed’s explanation that the rate cuts were a “mid-cycle adjustment,” rather than a prolonged easing period, and its signal that there would be no additional rate cuts in
2019. Also in the latter half of 2019, the Fed announced it would stop shrinking its bond portfolio sooner than scheduled, as well as began buying short-term Treasury bills to help money markets operate smoothly and maintain short-term borrowing
rates at low levels. Fed Chairman Powell emphasized that the Treasury bill purchases were not a form of quantitative easing.
This material is not intended to be a recommendation or investment advice,
does not constitute a solicitation to buy, sell or hold a security or an investment strategy, and is not provided in a fiduciary capacity. The information provided does not take into account the specific objectives or circumstances of any particular
investor, or suggest any specific course of action. Investment decisions should be made based on an investor’s objectives and circumstances and in consultation with his or her advisors.
Certain statements in this report are forward-looking
statements. Discussions of specific investments are for illustration only and are not intended as recommendations of individual investments. The forward-looking statements and other views expressed herein are those of the portfolio managers as of
the date of this report. Actual future results or occurrences may differ significantly from those anticipated in any forward-looking statements and the views expressed herein are subject to change at any time, due to numerous market and other
factors. The Fund disclaims any obligation to update publicly or revise any forward-looking statements or views expressed herein.
Refer to the Glossary of Terms Used in this Report for further
definition of the terms used within this section.
Portfolio Managers’ Comments (continued)
During the twelve-month reporting period, geopolitical news
remained a prominent market driver. Tariff and trade policy topped the list of concerns, most prominently the U.S.-China relations. After several rounds of talks, escalating rhetoric from both sides and a series of tariff increases, tensions
appeared to ease in the later months of 2019. The U.S. and China signaled their agreement on a partial trade deal, which included rolling back some tariffs, increasing China’s purchases of U.S. agriculture products and the consideration of
intellectual property, technology and financial services rights. (Subsequent to the close of the reporting period, the “phase one” deal was signed on January 15, 2020.) While much of the focus remained on the U.S.-China relationship,
trade spats between the U.S. and Mexico, the European Union, Brazil and Argentina also arose throughout the period. More than a year after the three countries signed onto the U.S., Mexico and Canada Agreement (USMCA) trade deal, which replaces the
North American Free Trade Agreement, the U.S. House of Representatives approved the deal in December 2019 (and, subsequent to the close of the reporting period, the Senate voted in January 2020 to approve it). Global manufacturing and export data
continued to show evidence of trade-related slumps, which increased worries that the slowdown would spread into other segments of the global economy.
The Brexit saga also appeared to make a breakthrough by the
end of 2019. After former Prime Minister Theresa May was unable to secure a Brexit deal by the original March 29, 2019 deadline, she resigned as of June 7, 2019. When her successor, Boris Johnson, failed to meet the EU’s first deadline
extension of October 31, 2019, the EU approved a “flextension” to January 31, 2020. A U.K. general election was scheduled for December 2019, wherein the Conservative Party won a large majority and bolstered Prime Minister Johnson’s
mandate to get Brexit done. A few days later, the British Parliament passed the Brexit Bill. In Italy, investors worried about another potential budget clash between the eurosceptic coalition government and the EU. However, following the unexpected
resignation of the prime minister in August 2019, the newly formed coalition government appeared to take a less antagonistic stance. Europe also contended with the “yellow vest” protests in France, immigration policy concerns, Russian
sanctions and political risk in Turkey.
Elsewhere,
anti-government protests erupted across Latin America, Hong Kong and Lebanon during 2019, and Venezuela’s economic and political crisis deepened. In Argentina, markets were shocked by the defeat of incumbent President Macri, prompting concerns
about the economic policies favored by the incoming Fernandez administration. Brazil’s Bolsonaro administration achieved a legislative win on pension reform and kept the economy on a path of modest growth. Europe’s traditional centrist
parties lost seats in the May 2019 Parliamentary elections and populist parties saw marginal gains. The ruling parties in India and South Africa maintained their majorities, where slower economic growth could complicate their respective reform
mandates.
The REIT market performed well in this
reporting period, rallying along with the broad equity market and benefiting from investor interest in REITs’ perceived defensive characteristics amid a low interest rate environment. However, REIT sector performance varied widely in this
reporting period. The top performing REIT sectors were manufactured homes, industrial and office, which were supported by favorable fundamental backdrops and secular trends. The weakest performers were concentrated in retail-related REITs. Factory
outlets and malls were the only two REIT sectors to end the twelve-month period with negative performance, as trade war concerns and retail store closures and bankruptcies weighed on investor sentiment.
What key strategies were used to manage the Fund during the
twelve-month reporting period and how did these strategies influence performance?
The Fund employs a passive management (or
“indexing”) approach, seeking to track the investment results, before fees and expenses, of the Dow Jones U.S. Select Short-Term REIT Index (the “Index”). The Index is a subset of the Dow Jones U.S. Select REIT Index (the
“Base Index”), which generally includes equity REITs traded on a national securities exchange in the United States that derive at least 75% of their total revenue from the ownership and operation of real estate assets and that have a
minimum total market capitalization of $200 million at the time of their inclusion. The Index selects REITs from the Base Index that are classified as concentrating their holdings in apartment buildings, hotels, self-storage facilities or
manufactured home properties, as REITs investing in these sectors typically have shorter lease durations than REITs investing in other sectors. Index holdings are weighted by float-adjusted market capitalization, provided that no single REIT can
comprise more than 5% of the Index as of any rebalance date. “Float-adjusted” means that the share amounts used in calculating the Index reflect only shares available to investors, with shares held by control groups, public companies and
government agencies excluded.
The Fund attempts to replicate the Index by investing all, or
substantially all, of its assets in the REITs that make up the Index, holding each REIT in approximately the same proportion as its weighting in the Index. The Fund rebalances its holdings quarterly in response to the quarterly Index
rebalances.
As of December 31, 2019, 47.1% of the
Fund’s net assets were invested in apartment REITs, 25.3% in hotel REITs, 17.4% in self-storage REITs and 9.6% in manufactured home REITs.
How did the Fund perform during the twelve-month reporting
period ended December 31, 2019?
The table in the
Fund’s Performance Overview and Expense Ratios section of this report provides the Fund’s total return performance for the one-year and since inception periods ended December 31, 2019. The Fund’s total returns at net asset value
(NAV) are compared with the performance of the Index, which the Fund is designed to track.
The Fund’s total return underperformed the Dow Jones
U.S. Select Short-Term REIT Index during the reporting period. The relative underperformance is mainly attributable to the transaction costs related to the Fund’s acquisition of portfolio securities, as well as fees and expenses incurred by
the Fund that are not incurred by the Index. The Dow Jones U.S. Select Short-Term REIT Index is unmanaged and therefore its returns do not reflect any fees or expenses, which would detract from its performance. You cannot invest directly in an
index.
In this reporting period, short-term REITs’
lower sensitivity to interest rates compared to the broader REIT market was advantageous, helping short-term REITs outperform. Apartment REITs contributed the most to the Fund’s performance, as the sector was both the largest exposure in the
Fund and a relative outperformer in this reporting period. Manufactured home REITs were the best performing sector in the Index and also contributed positively to the Fund performance, but to a lesser extent given the sector’s smaller
weighting in the Fund. The other two sectors represented in the Fund and Index, hotel REITs and self-storage REITs, delivered strong gains but trailed the Index’s overall return. Nonetheless, each sector added moderate gains to the
Fund’s performance in this reporting period.
Risk Considerations
and Distribution Information
Nuveen Short-Term REIT ETF
(NURE)
Investing involves risk; principal loss is
possible. There is no guarantee the Fund’s investment objectives will be achieved. This ETF seeks to generally track the investment results of an index; however the Fund may underperform, outperform or be more volatile than the referenced
index. This Fund invests in equity REITs, which invest the majority of their assets directly in real property and derive their income primarily from rents and capital gains from the sale of appreciated
properties. Equity REITs can be greatly affected by economic downturns, by changes in real estate values, rents, property taxes, and interest rates, and by revisions to tax rules or other regulations applicable to REITs. The value of equity securities may decline significantly over short or extended periods of time. The Fund’s assets will generally be concentrated in the securities of issuers in the
real estate industry, and, accordingly, the Fund may be adversely affected by the performance of those securities, may be subject to increased price volatility and may be more susceptible to adverse economic, market, political or regulatory
occurrences affecting that industry. These and other risk considerations, such as interest rate, non-diversification, and smaller company risks, are described in detail in the Fund’s prospectus.
Dividend Information
Regular dividends are declared and distributed quarterly for
NURE. The Fund intends to pay out substantially all of the distributions it receives from investments in real estate investment trust (REIT) securities, less expenses, each quarter. To permit the Fund to maintain a more stable dividend, the Fund may
pay dividends at a rate that may be more or less than the amount of net investment income it actually earned during the period. If the Fund has cumulatively earned more than it has paid in dividends, it will hold the excess in reserve as
undistributed net investment income (UNII) as part of the Fund's NAV. Conversely, if the Fund has cumulatively paid out dividends more than it has earned, the excess will constitute negative UNII that will likewise be reflected in the Fund's NAV.
The Fund will, over time, pay all of its net investment income as dividends to shareholders.
In certain instances, a portion of the Fund's distributions
may be paid from sources or comprised of elements other than ordinary income, including capital gains and/or a return of capital. This is generally due to the fact that the tax character of Fund distributions for a fiscal year is dependent upon the
amount and tax character or distributions received from securities held in the Fund's portfolio. Distributions received from certain securities in which the Fund invests, most notably REIT securities, may be characterized for tax purposes as
ordinary income, long-term capital gain and/or a return of capital. The issuer of a REIT security typically reports the tax character of its distributions only once per year, generally during the first two months of the following calendar year. The
full amount of the distributions received from such securities is included in the Fund's ordinary income during the course of the year until such time the Fund is notified by the issuer of the actual tax character. To the extent that at the time of
a particular distribution the Fund estimates that a portion of that distribution is attributable to a source or sources other than ordinary income, the Fund would send shareholders a notice to that effect. The final determination of the sources and
tax character of all distributions for the fiscal year is made after the end of the fiscal year.
The Fund seeks to pay regular dividends at a rate that
reflects the cash flow received from the Fund's investments in portfolio securities. Fund distributions are not intended to include expected portfolio appreciation; however, the Fund invests in securities that make payments which ultimately may be
fully or partially characterized for tax purposes by the securities' issuers as gains or return of capital. While the reported sources of distributions may include capital gains and/or return of capital for tax purposes, the Fund intends to
distribute only the net cash flow received as opposed to a distribution rate based on long-term total return. This tax treatment will generally "flow through" to the Fund's distributions, but the specific tax treatment is often not known with
certainty until after the end of the Fund's tax year. As a result, certain portions of the regular distributions by the Fund throughout the year were later recharacterized for tax purposes as either long-term gains (both realized and unrealized), or
as a non-taxable return of capital, as set forth in the table below.
Data as of December 31, 2019
|
|
Percentages
of Distributions
|
|
Per
Share Amounts
|
|
Ticker
|
|
Net
Investment
Income
|
Realized
Gains
|
Return
of
Capital1
|
|
Distributions
|
Net
Investment
Income
|
Realized
Gains
|
Return
of
Capital1
|
|
NURE
|
|
69.04%
|
30.96%
|
0.00%
|
|
$1.0610
|
$0.7325
|
$0.3285
|
$0.0000
|
1
Return of capital may represent unrealized gains, return of shareholder's principal, or both. In certain circumstances, all or a portion of the return of capital may be characterized as ordinary income under federal tax law.
The actual tax characterization is provided to shareholders on Form 1099-DIV shortly after calendar year-end.
The amounts and sources of distributions reported in this
notice are for financial reporting purposes and are not being provided for tax reporting purposes. The actual amounts and character of the distributions for tax reporting purposes will be reported to shareholders on Form 1099-DIV which will be sent
to shareholders shortly after calendar year-end. More details about each Fund's distributions and the basis for these estimates are available on www.nuveen.com.
THIS PAGE INTENTIONALLY LEFT BLANK
Fund Performance and Expense Ratio
The Fund
Performance and Expense Ratio for the Fund are shown within this section of the report.
Fund Performance
Returns quoted represent past performance, which is no guarantee
of future results. Investment returns and principal value will fluctuate so that when shares are sold, they may be worth more or less than their original cost. Current performance may be higher or lower than the
performance shown.
Total returns for a period of
less than one year are not annualized (i.e. cumulative returns). Returns assume reinvestment of dividends and capital gains. Market price returns are based on the closing market price as of the end of the reporting period. For performance current to
the most recent month-end visit nuveen.com or call (800) 257-8787.
Returns do not reflect the deduction of taxes that a
shareholder would pay on Fund distributions or the sale of Fund shares.
Expense Ratio
The expense ratio represents the Fund's total operating
expenses as reflected in the Fund's most recent prospectus. The expense ratio shown includes the management fees and other applicable fees and expenses paid by the Fund.
Fund Performance and Expense Ratio (continued)
Nuveen Short-Term REIT ETF (NURE)
Refer
to the first page of this Fund Performance and Expense Ratio section for further explanation of the information included within this section. Refer to the Glossary of Terms Used in this Report for definitions of terms used within this section.
Fund Performance and Expense Ratio
|
|
|
Average
Annual
Total Returns as of December 31, 2019
|
|
|
|
Inception
Date
|
1-Year
|
Since
Inception
|
Expense
Ratios
|
|
NURE
at NAV
|
12/19/16
|
25.10%
|
10.46%
|
0.35%
|
|
NURE
at Market Price
|
12/19/16
|
25.38%
|
10.45%
|
-
|
|
Dow
Jones U.S. Select Short-Term REIT Index
|
-
|
25.63%
|
10.81%
|
-
|
|
Dow
Jones U.S. Select REIT Index
|
-
|
23.10%
|
7.11%
|
-
|
Growth of an Assumed $10,000 Investment as of December 31,
2019
The graph does not reflect
the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares.
Holding Summaries as of December 31, 2019
This data relates to the securities held in the Fund's
portfolio of investments as of the end of this reporting period. It should not be construed as a measure of performance for the Fund itself. Holdings are subject to change.
Nuveen Short-Term REIT ETF (NURE)
Fund
Allocation
(% of net assets)
|
|
|
Real
Estate Investment Trust Common Stocks
|
99.4%
|
|
Other
Assets Less Liabilities
|
0.6%
|
|
Net
Assets
|
100%
|
Portfolio
Composition - REITs
(% of net assets)
|
|
Apartments
|
47.1%
|
|
Hotels
|
25.3%
|
|
Manufactured
Homes
|
9.6%
|
|
Self-Storage
|
17.4%
|
|
Other
Assets Less Liabilities
|
0.6%
|
|
Net
Assets
|
100%
|
Top
Five REIT Holdings
(% of net assets)
|
|
|
Host
Hotels & Resorts Inc
|
5.1%
|
|
Invitation
Homes Inc
|
5.0%
|
|
Public
Storage
|
5.0%
|
|
Extra
Space Storage Inc
|
5.0%
|
|
Mid-America
Apartment Communities Inc
|
4.9%
|
As a
shareholder of the Fund, you incur two types of costs: (1) transaction costs, including brokerage commissions on purchases and sales of Fund shares, and (2) ongoing costs, including management fees and other applicable Fund expenses. The Examples
below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Examples below are based on an investment of $1,000
invested at the beginning of the period and held through the period ended December 31, 2019.
The beginning of the period is July 1, 2019.
The information under “Actual Performance,”
together with the amount you invested, allows you to estimate actual expenses incurred over the reporting period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.60) and multiply the result by
the cost shown for your Fund in the row entitled “Expenses Incurred During Period” to estimate the expenses incurred on your account during this period.
The information under “Hypothetical Performance”
provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The
hypothetical account values and expenses may not be used to estimate the actual ending account balance or expense you incurred for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do
so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the tables are meant to
highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the hypothetical information is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In
addition, if these transaction costs were included, your costs would have been higher.
Nuveen Short-Term REIT ETF (NURE)
|
Actual
Performance
|
|
|
Beginning
Account Value
|
$1,000.00
|
|
Ending
Account Value
|
$1,059.30
|
|
Expenses
Incurred During Period
|
$
1.81
|
Hypothetical
Performance
(5% annualized return before expenses)
|
|
|
Beginning
Account Value
|
$1,000.00
|
|
Ending
Account Value
|
$1,023.31
|
|
Expenses
Incurred During the Period
|
$
1.78
|
Expenses are equal to the Fund's annualized net expense ratio
of 0.35% multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).
Report of Independent Registered Public Accounting
Firm
To the Shareholders and Board of Trustees
Nushares ETF Trust:
Opinion on the Financial Statements
We have audited the accompanying statement of assets and
liabilities of Nuveen Short-Term REIT ETF (one of the funds comprising Nushares ETF Trust) (the Fund), including the portfolio of investments, as of December 31, 2019, the related statement of operations for the year then ended, the statements of
changes in net assets for each of the years in the two-year period then ended, and the related notes (collectively, the financial statements) and the financial highlights for each of the years in the three-year period then ended and the period from
December 19, 2016 (commencement of operations) to December 31, 2016. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2019, the results
of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the three-year period then ended and the period from December 19,
2016 through December 31, 2016, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements and financial highlights are the
responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. Our
audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Such procedures also included confirmation of securities owned as of December 31, 2019, by correspondence with
custodians and brokers or other appropriate auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial
statements and financial highlights. We believe that our audits provide a reasonable basis for our opinion.
/s/ KPMG LLP
We have served as the auditor of one or more Nuveen
investment companies since 2014.
Chicago, Illinois
February 27, 2020
Nuveen Short-Term REIT ETF (NURE)
Portfolio of Investments December 31, 2019
|
Shares
|
|
Description
(1)
|
|
|
|
Value
|
|
|
|
LONG-TERM
INVESTMENTS – 99.4%
|
|
|
|
|
|
|
|
REAL
ESTATE INVESTMENT TRUST COMMON STOCKS – 99.4%
|
|
|
|
|
|
|
|
Apartments
– 47.1%
|
|
|
|
|
|
44,310
|
|
American
Campus Communities Inc
|
|
|
|
$2,083,899
|
|
82,186
|
|
American
Homes 4 Rent
|
|
|
|
2,154,095
|
|
48,011
|
|
Apartment
Investment & Management Co
|
|
|
|
2,479,768
|
|
13,375
|
|
AvalonBay
Communities Inc
|
|
|
|
2,804,738
|
|
26,216
|
|
Camden
Property Trust
|
|
|
|
2,781,518
|
|
34,308
|
|
Equity
Residential
|
|
|
|
2,776,203
|
|
9,308
|
|
Essex
Property Trust Inc
|
|
|
|
2,800,405
|
|
15,745
|
|
Front
Yard Residential Corp
|
|
|
|
194,293
|
|
29,319
|
|
Independence
Realty Trust Inc
|
|
|
|
412,812
|
|
96,287
|
|
Invitation
Homes Inc
|
|
|
|
2,885,721
|
|
21,548
|
|
Mid-America
Apartment Communities Inc
|
|
|
|
2,841,319
|
|
60,598
|
|
UDR
Inc
|
|
|
|
2,829,927
|
|
|
|
Total
Apartments
|
|
|
|
27,044,698
|
|
|
|
Hotels
– 25.3%
|
|
|
|
|
|
67,857
|
|
Apple
Hospitality REIT Inc
|
|
|
|
1,102,676
|
|
27,230
|
|
Ashford
Hospitality Trust Inc
|
|
|
|
75,972
|
|
15,136
|
|
Chatham
Lodging Trust
|
|
|
|
277,594
|
|
12,439
|
|
CorePoint
Lodging Inc
|
|
|
|
132,849
|
|
64,560
|
|
DiamondRock
Hospitality Co
|
|
|
|
715,325
|
|
11,586
|
|
Hersha
Hospitality Trust
|
|
|
|
168,576
|
|
158,377
|
|
Host
Hotels & Resorts Inc
|
|
|
|
2,937,893
|
|
77,195
|
|
Park
Hotels & Resorts Inc
|
|
|
|
1,997,035
|
|
42,128
|
|
Pebblebrook
Hotel Trust
|
|
|
|
1,129,452
|
|
54,986
|
|
RLJ
Lodging Trust
|
|
|
|
974,352
|
|
17,558
|
|
Ryman
Hospitality Properties Inc
|
|
|
|
1,521,576
|
|
53,070
|
|
Service
Properties Trust
|
|
|
|
1,291,193
|
|
33,918
|
|
Summit
Hotel Properties Inc
|
|
|
|
418,548
|
|
72,512
|
|
Sunstone
Hotel Investors Inc
|
|
|
|
1,009,367
|
|
36,325
|
|
Xenia
Hotels & Resorts Inc
|
|
|
|
784,983
|
|
|
|
Total
Hotels
|
|
|
|
14,537,391
|
|
|
|
Manufactured
Homes – 9.6%
|
|
|
|
|
|
39,872
|
|
Equity
LifeStyle Properties Inc
|
|
|
|
2,806,590
|
|
Shares
|
|
Description
(1)
|
|
|
|
Value
|
|
|
|
Manufactured
Homes (continued)
|
|
|
|
|
|
18,127
|
|
Sun
Communities Inc
|
|
|
|
$
2,720,863
|
|
|
|
Total
Manufactured Homes
|
|
|
|
5,527,453
|
|
|
|
Self-Storage
– 17.4%
|
|
|
|
|
|
62,416
|
|
CubeSmart
|
|
|
|
1,964,856
|
|
27,025
|
|
Extra
Space Storage Inc
|
|
|
|
2,854,380
|
|
15,043
|
|
Life
Storage Inc
|
|
|
|
1,628,856
|
|
19,135
|
|
National
Storage Affiliates Trust
|
|
|
|
643,319
|
|
13,513
|
|
Public
Storage
|
|
|
|
2,877,728
|
|
|
|
Total
Self-Storage
|
|
|
|
9,969,139
|
|
|
|
Total
Long-Term Investments (cost $51,611,959)
|
|
|
|
57,078,681
|
|
|
|
Other
Assets Less Liabilities – 0.6%
|
|
|
|
372,221
|
|
|
|
Net
Assets – 100%
|
|
|
|
$
57,450,902
|
|
|
For
Fund portfolio compliance purposes, the Fund’s industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund
management. This definition may not apply for purposes of this report, which may combine industry sub-classifications into sectors for reporting ease.
|
|
|
(1)
|
All
percentages shown in the Portfolio of Investments are based on net assets.
|
|
|
REIT
|
Real
Estate Investment Trust
|
|
Statement of Assets and Liabilities
December 31, 2019
|
|
|
|
Assets
|
|
|
Long-term
investments, at value (cost $51,611,959)
|
$57,078,681
|
|
Cash
|
56,573
|
|
Receivable
for:
|
|
|
Dividends
|
322,982
|
|
Shares
sold
|
1,511,865
|
|
Total
assets
|
58,970,101
|
|
Liabilities
|
|
|
Payable
for investments purchased - regular settlement
|
1,502,206
|
|
Accrued
expenses:
|
|
|
Management
fees
|
15,588
|
|
Professional
Fees
|
615
|
|
Trustees
Fees
|
790
|
|
Total
liabilities
|
1,519,199
|
|
Net
assets
|
$57,450,902
|
|
Shares
outstanding
|
1,900,000
|
|
Net
asset value ("NAV") per share
|
$
30.24
|
|
Net
assets consist of:
|
|
|
Capital
paid-in
|
$52,310,898
|
|
Total
distributable earnings
|
5,140,004
|
|
Net
assets
|
$57,450,902
|
|
Authorized
shares
|
Unlimited
|
|
Par
value per share
|
$
0.01
|
See accompanying notes to financial statements.
Statement of Operations
Year Ended December 31, 2019
|
|
|
|
Investment
Income
|
$
1,584,232
|
|
Expenses
|
|
|
Management
fees
|
189,488
|
|
Professional
fees
|
986
|
|
Trustees
fees
|
1,629
|
|
Total
expenses
|
192,103
|
|
Net
investment income (loss)
|
1,392,129
|
|
Realized
and Unrealized Gain (Loss)
|
|
|
Net
realized gain (loss) from:
|
|
|
Investments
|
406,755
|
|
In-kind
redemptions
|
3,164,856
|
|
Change
in net unrealized appreciation (depreciation) of investments
|
6,281,825
|
|
Net
realized and unrealized gain (loss)
|
9,853,436
|
|
Net
increase (decrease) in net assets from operations
|
$11,245,565
|
See accompanying notes to financial statements.
Statement of Changes in Net Assets
|
|
Year
Ended
12/31/19
|
Year
Ended
12/31/18
|
|
Operations
|
|
|
|
Net
investment income (loss)
|
$
1,392,129
|
$
667,492
|
|
Net
realized gain (loss) from:
|
|
|
|
Investments
|
406,755
|
171,921
|
|
In-kind
redemptions
|
3,164,856
|
—
|
|
Change
in net unrealized appreciation (depreciation) of investments
|
6,281,825
|
(1,119,043)
|
|
Net
increase (decrease) in net assets from operations
|
11,245,565
|
(279,630)
|
|
Distributions
to Shareholders
|
|
|
|
Dividends
|
(2,041,545)
|
(1,003,720)
|
|
Decrease
in net assets from distributions to shareholders
|
(2,041,545)
|
(1,003,720)
|
|
Fund
Share Transactions
|
|
|
|
Proceeds
from shares sold
|
33,359,090
|
26,011,670
|
|
Cost
of shares redeemed
|
(16,428,095)
|
—
|
|
Net
increase (decrease) in net assets from Fund share transactions
|
16,930,995
|
26,011,670
|
|
Net
increase (decrease) in net assets
|
26,135,015
|
24,728,320
|
|
Net
assets at the beginning of period
|
31,315,887
|
6,587,567
|
|
Net
assets at the end of period
|
$
57,450,902
|
$31,315,887
|
See accompanying notes to financial statements.
THIS PAGE INTENTIONALLY LEFT BLANK
Selected data for a share outstanding throughout each
period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment
Operations
|
|
Less
Distributions
|
|
|
Year
Ended
December 31,
|
Beginning
NAV
|
Net
Investment
Income
(Loss)(a)
|
Net
Realized/
Unrealized
Gain (Loss)
|
Total
|
|
From
Net
Investment
Income
|
From
Accumulated
Net Realized
Gains
|
Return
of
Capital
|
Total
|
Ending
NAV
|
Ending
Market
Price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
$25.05
|
$0.75
|
$
5.50
|
$
6.25
|
|
$(0.73)
|
$(0.33)
|
$
—
|
$(1.06)
|
$30.24
|
$30.23
|
|
2018
|
26.35
|
0.82
|
(1.10)
|
(0.28)
|
|
(0.95)
|
(0.07)
|
—
|
(1.02)
|
25.05
|
24.99
|
|
2017
|
25.49
|
0.70
|
1.16
|
1.86
|
|
(0.70)
|
(0.26)
|
(0.04)
|
(1.00)
|
26.35
|
26.01
|
|
2016(d)
|
25.20
|
0.11
|
0.30
|
0.41
|
|
(0.09)
|
(0.03)
|
—
|
(0.12)
|
25.49
|
24.94
|
|
|
|
|
|
|
|
|
|
|
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)
|
|
|
|
|
|
|
|
|
25.10%
|
25.38%
|
$57,451
|
0.35%
|
2.57%
|
14%
|
|
(1.05)
|
0.01
|
31,316
|
0.35
|
3.05
|
16
|
|
7.45
|
8.41
|
6,588
|
0.35
|
2.70
|
20
|
|
1.65
|
(0.54)
|
5,098
|
0.35*
|
0.45***
|
0**
|
|
(a)
|
Per share Net
Investment Income (Loss) is calculated using the average daily shares method.
|
|
(b)
|
Total
Return Based on NAV reflects the change in NAV over the period, including the assumed reinvestment of distributions, if any, at NAV on each ex-dividend payment date during the period. Total Return Based on Market Price reflects the change in the
market price per share over the period, including the assumed reinvestment of distributions, if any, at the ending market price per share on each ex-dividend payment date during the period. Total returns are not annualized.
|
|
(c)
|
Portfolio
Turnover Rate is calculated based on the lesser of long-term purchases or sales (as disclosed in Note 3 - Investment Valuation and Fair Value Measurements) divided by the average long-term market value during the period. Portfolio Turnover Rate
excludes securities received or delivered as a result of processing in-kind creations or redemptions of Fund shares (as disclosed in Note 5 - Fund Shares).
|
|
(d)
|
For the
period December 19, 2016 (commencement of operations) through December 31, 2016.
|
|
*
|
Annualized.
|
|
**
|
Rounds to
less than 1%.
|
|
***
|
The Net
Investment Income (Loss) Ratio to Average Net Assets has not been annualized for the period December 19, 2016 (commencement of operations) through December 31, 2016. Annualizing this ratio would not provide meaningful investment performance for the
Fund as it only reflects 13 days in the period since commencement of operations.
|
See accompanying notes to financial statements.
Notes to Financial Statements
1. General Information
Trust and Fund Information
Nushares ETF Trust (the "Trust") is an open-end management
investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"). The Trust is comprised of Nuveen Short-Term REIT ETF (NURE) (the "Fund"), as a non-diversified fund, among others. The Trust was organized as a
Massachusetts business trust on February 20, 2015. Shares of the Fund are listed and traded on the Cboe BZX Exchange, Inc. (the "Exchange").
The end of the reporting period for the Fund is December 31,
2019, and the period covered by these Notes to Financial Statements is the fiscal year ended December 31, 2019 (the "current fiscal period").
Investment Adviser and Sub-Adviser
The Fund's investment adviser is Nuveen Fund Advisors, LLC (the
“Adviser”), a subsidiary of Nuveen, LLC. (“Nuveen”). Nuveen is the investment management arm of Teachers Insurance and Annuity Association of America ("TIAA"). The Adviser has overall responsibility for management of the
Fund, oversees the management of the Fund's portfolio, manages the Fund's business affairs and provides certain clerical, bookkeeping and other administrative services. The Adviser has entered into a sub-advisory agreement with Teachers Advisors,
LLC (the “Sub-Adviser”), an affiliate of the Adviser, under which the Sub-Adviser manages the investment portfolios of the Fund.
2. Significant Accounting Policies
The accompanying financial statements were prepared in
accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which may require the use of estimates made by management and the evaluation of subsequent events. Actual results may differ from
those estimates. The Fund is an investment company and follows accounting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 946, Financial Services—Investment Companies. The net asset
value (“NAV”) for financial reporting purposes may differ from the NAV for processing security and creation unit transactions. The NAV for financial reporting purposes includes security and creation unit transactions through the date of
the report. Total return is computed based on the NAV used for processing security and creation unit transactions. The following is a summary of the significant accounting policies consistently followed by the Fund.
Compensation
The Trust pays no compensation directly to those of its
trustees who are affiliated with the Adviser or to its officers, all of whom receive remuneration for their services to the Trust from the Adviser or its affiliates. The Board has adopted a deferred compensation plan for independent trustees that
enables trustees to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from certain Nuveen-advised funds. Under the plan, deferred amounts are treated as though equal dollar amounts had been invested
in shares of select Nuveen-advised funds.
Distributions
to Shareholders
Distributions to shareholders are
recorded on the ex-dividend date. The amount and timing of distributions are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP.
The tax character of Fund distributions for a fiscal year is
dependent upon the amount and tax character of distributions received from securities held in the Fund's portfolio. Distributions received from certain securities in which the Fund invests, most notably real estate investment trust ("REIT")
securities, may be characterized for tax purposes as ordinary income, long-term capital gain and/or a return of capital. The issuer of a security reports the tax character of its distributions only once per year, generally during the first two
months of the calendar year. The distribution is included in the Fund's ordinary income until such time the Fund is notified by the issuer of the actual tax character. Dividend income, net realized gains, (loss) and unrealized appreciation
(depreciation) recognized on the Statement of Operations reflect the amounts of income, capital gain, and/or return of capital as reported by the issuers of such securities for distributions during the current fiscal period.
Indemnifications
Under the Trust’s organizational documents, its officers
and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, in the normal course of business, the Trust enters into contracts that provide general indemnifications to other
parties. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. However, the Trust has not had prior claims or losses pursuant to
these contracts and expects the risk of loss to be remote.
Investments and Investment Income
Securities transactions are accounted for as of the end of
trade date for financial reporting purposes. Realized gains and losses on securities transactions are based upon the specific identification method. Dividend income is recorded on the ex-dividend date. Non-cash dividends received in the form of
stock, if any, are recognized on the ex-dividend date and recorded at fair value.
New Accounting Pronouncements and Rule Issuances
Fair Value Measurement: Disclosure Framework
During August 2018, the FASB issued Accounting Standards Update
("ASU") 2018-13 (“ASU 2018-13”), Fair Value Measurement: Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurements. ASU 2018-13 modifies the
disclosures required by Topic 820, Fair Value Measurements. The amendments in ASU 2018-13 are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after
December 15, 2019. Management has early implemented this guidance and it did not have a material impact on the Fund's financial statements.
3. Investment Valuation and Fair Value
Measurements
The fair valuation input levels as described
below are for fair value measurement purposes.
The Fund's
investments in securities are recorded at their estimated fair value. Fair value is defined as the price that would be received upon selling an investment or transferring a liability in an orderly transaction to an independent buyer in the principal
or most advantageous market for the investment. A three-tier hierarchy is used to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure
purposes. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability. Observable inputs are based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect
the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Unobservable inputs are based on the best information available in the circumstances. The following is a summary of
the three-tiered hierarchy of valuation input levels.
Level 1
– Inputs are unadjusted and prices are determined using quoted prices in active markets for identical securities.
Level 2
– Prices are determined using other significant observable inputs (including quoted prices for similar securities, interest rates, credit spreads, etc.).
Level 3
– Prices are determined using significant unobservable inputs (including management’s assumptions in determining the fair value of investments).
Common stocks and other equity-type securities are valued at
the last sales price on the securities exchange on which such securities are primarily traded and are generally classified as Level 1. Securities primarily traded on the Nasdaq National Market (“Nasdaq”) are valued at the Nasdaq Official
Closing Price and are generally classified as Level 1. However, securities traded on a securities exchange or Nasdaq for which there were no transactions on a given day or securities not listed on a securities exchange or Nasdaq are valued at the
quoted bid price and are generally classified as Level 2.
Certain securities may not be able to be priced by the
pre-established pricing methods as described above. Such securities may be valued by the Board and/or its appointee at fair value. These securities generally include, but are not limited to, restricted securities (securities which may not be
publicly sold without registration under the Securities Act of 1933, as amended) for which a pricing service is unable to provide a market price; securities whose trading has been formally suspended; debt securities that have gone into default and
for which there is no current market quotation; a security whose market price is not available from a pre-established pricing source; a security with respect to which an event has occurred that is likely to materially affect the value of the
security after the market has closed but before the calculation of a Fund’s NAV (as may be the case in non-U.S. markets on which the security is primarily traded) or make it difficult or impossible to obtain a reliable market quotation; and a
security whose price, as provided by the pricing service, is not deemed to reflect the security’s fair value. As a general principle, the fair value of a security would appear to be the amount that the owner might reasonably expect to receive
for it in a current sale. A variety of factors may be considered in determining the fair value of such securities, which may include consideration of the following: yields or prices of investments of comparable quality, type of issue, coupon,
maturity and rating, market quotes or indications of value from security dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis, including the obligor’s credit characteristics
considered relevant. These securities are generally classified as Level 2 or Level 3 depending on the observability of the significant inputs. Regardless of the method employed to value a particular security, all valuations are subject to review by
the Board and/or its appointee.
The inputs or
methodologies used for valuing securities are not an indication of the risks associated with investing in those securities. The following is a summary of the Fund’s fair value measurements as of the end of the reporting period:
|
|
Level
1
|
Level
2
|
Level
3
|
Total
|
|
Long-Term
Investments:
|
|
|
|
|
|
Real
Estate Investment Trust Common Stocks
|
$57,078,681
|
$ —
|
$ —
|
$57,078,681
|
Notes to Financial Statements (continued)
4. Portfolio Securities and Investments in Derivatives
Investment Transactions
Long-term purchases and sales (excluding in-kind transactions)
during the current fiscal period were as follows:
|
|
|
|
Purchases
|
$7,372,871
|
|
Sales
|
7,423,679
|
In-kind transactions during the
current fiscal period were as follows:
|
In-kind
purchases
|
$33,281,263
|
|
In-kind
sales
|
16,365,145
|
Investments in Derivatives
The Fund is authorized to invest in certain derivative
instruments. The Fund records derivative instruments at fair value, with changes in fair value recognized on the Statement of Operations, when applicable. Even though the Fund's investments in derivatives may represent economic hedges, they are not
considered to be hedge transactions for financial reporting purposes.
Although the Fund is authorized to invest in derivative
instruments, and may do so in the future, it did not make any such investments during the current fiscal period.
Market and Counterparty Credit Risk
In the normal course of business the Fund may invest in
financial instruments and enter into financial transactions where risk of potential loss exists due to changes in the market (market risk) or failure of the other party to the transaction to perform (counterparty credit risk). The potential loss
could exceed the value of the financial assets recorded on the financial statements. Financial assets, which potentially expose the Fund to counterparty credit risk, consist principally of cash due from counterparties on forward, option and swap
transactions, when applicable. The extent of the Fund’s exposure to counterparty credit risk in respect to these financial assets approximates their carrying value as recorded on the Statement of Assets and Liabilities.
The Fund helps manage counterparty credit risk by entering into
agreements only with counterparties the Adviser believes have the financial resources to honor their obligations and by having the Adviser monitor the financial stability of the counterparties. Additionally, counterparties may be required to pledge
collateral daily (based on the daily valuation of the financial asset) on behalf of the Fund with a value approximately equal to the amount of any unrealized gain above a pre-determined threshold. Reciprocally, when the Fund has an unrealized loss,
the Fund has instructed the custodian to pledge assets of the Fund as collateral with a value approximately equal to the amount of the unrealized loss above a pre-determined threshold. Collateral pledges are monitored and subsequently adjusted if
and when the valuations fluctuate, either up or down, by at least the pre-determined threshold amount.
5. Fund Shares
The Fund issues and redeems its shares on a continuous basis at
NAV only in aggregations of a specified number of shares or multiples thereof (“Creation Units”). Only certain institutional investors (referred to as “Authorized Participants”) who have entered into agreements with Nuveen
Securities, LLC, the Fund's distributor, may purchase and redeem Creation Units. Once created, shares of the Fund trade on the Exchange at market prices and are only available to individual investors through their brokers.
Creation Units are purchased and redeemed in-kind for a
designated portfolio of securities included in the Fund’s Index and/or a specified amount of cash. Authorized Participants are charged fixed transaction fees in connection with purchasing and redeeming Creation Units. Authorized Participants
transacting in Creation Units for cash may also pay an additional variable charge to compensate the Fund for certain transaction costs (i.e., taxes on currency or other financial transactions, and brokerage costs) and market impact expenses it
incurs in purchasing or selling portfolio securities. Such variable charges, if any, are included in “Proceeds from shares sold” on the Statements of Changes in Net Assets.
Transactions in Fund shares during the current fiscal period
were as follows:
|
|
Year
Ended
12/31/19
|
|
Year
Ended
12/31/18
|
|
|
Shares
|
Amount
|
|
Shares
|
Amount
|
|
Shares
sold
|
1,200,000
|
$
33,359,090
|
|
1,000,000
|
$26,011,670
|
|
Shares
redeemed
|
(550,000)
|
(16,428,095)
|
|
—
|
—
|
|
Net
increase (decrease)
|
650,000
|
$
16,930,995
|
|
1,000,000
|
$26,011,670
|
6. Income Tax Information
The Fund intends to distribute substantially all of its net
investment income and net capital gains to shareholders and to otherwise comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies. Therefore, no federal income tax provision is
required.
For all open tax years and all major taxing
jurisdictions, management of the Fund has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. Open tax years are those that are open for examination by taxing authorities (i.e.,
generally the last four tax year ends and the interim tax period since then). Furthermore, management of the Fund is also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will
significantly change in the next twelve months.
The
following information is presented on an income tax basis. Differences between amounts for financial statement and federal income tax purposes are primarily due to timing differences in recognizing certain gains and losses on investment
transactions. To the extent that differences arise that are permanent in nature, such amounts are reclassified within the capital accounts as detailed below. Temporary differences do not require reclassification. Temporary and permanent differences
do not impact the NAV of the Fund.
The table below
presents the cost and unrealized appreciation (depreciation) of the Fund’s investment portfolio, as determined on a federal income tax basis, as of December 31, 2019.
|
|
|
|
Tax
cost of investments
|
$52,018,782
|
|
Gross
unrealized:
|
|
|
Appreciation
|
$
6,423,661
|
|
Depreciation
|
(1,363,762)
|
|
Net
unrealized appreciation (depreciation) of investments
|
$
5,059,899
|
Permanent differences, primarily due to redemptions in-kind
and distribution reallocations, resulted in reclassifications among the Fund's components of net assets as of December 31, 2019, the Fund's tax year end.
The tax components of undistributed net ordinary income and net
long-term capital gains as of December 31, 2019, the Fund's tax year end, were as follows:
|
|
|
|
Undistributed
net ordinary income
|
$
—
|
|
Undistributed
net long-term capital gains
|
80,105
|
The tax character of distributions
paid during the Fund's tax years ended December 31, 2019 and December 31, 2018 was designated for purposes of the dividends paid deduction as follows:
|
2019
|
|
|
Distributions
from net ordinary income1
|
$1,637,281
|
|
Distributions
from net long-term capital gains2
|
404,264
|
|
2018
|
|
|
Distributions
from net ordinary income1
|
$993,595
|
|
Distributions
from net long-term capital gains
|
10,125
|
|
1
|
Net ordinary
income consists of net taxable income derived from dividends, interest, and net short-term capital gains, if any.
|
|
2
|
The
Fund hereby designates as long-term capital gain dividend, pursuant to the Internal Revenue Code 852(b)(3), the amount necessary to reduce earnings and profits of the Fund related to net capital gain to zero for the tax year ended December 31,
2019.
|
7. Management Fees
and Other Transactions with Affiliates
Management
Fees
The annual management fee, payable monthly, is 0.35%
of the average daily net assets of the Fund. The Fund’s management fee compensates the Adviser for its investment advisory services to the Fund. The Sub-Adviser is compensated for its services to the Fund from the management fees paid to the
Adviser. The Adviser is responsible for substantially all other expenses of the Fund, except any future distribution and/or service fees, interest expenses, taxes, acquired fund fees and expenses, fees incurred in acquiring and disposing of
portfolio securities, fees and expenses of the independent trustees (including any trustees’ counsel fees), certain compensation expenses of the Fund’s chief compliance officer, litigation expenses and extraordinary expenses.
Notes to Financial Statements (continued)
Other Transactions with Affiliates
The Fund is permitted to purchase or sell securities from or to
certain other funds or other accounts managed by the Sub-Adviser (“inter-fund trade”) under specified conditions outlined in procedures adopted by the Board. These procedures have been designed to ensure that any inter-fund trade of
securities by the Fund from or to another fund that is, or could be, considered an affiliate of the Fund under certain limited circumstances by virtue of having a common investment adviser (or affiliated investment adviser), common officer and/or
common trustee complies with Rule 17a-7 under the 1940 Act. Each inter-fund trade is effected at the current market price, determined in accordance with the procedures. Unsettled inter-fund trades as of the end of the reporting period are recognized
as a component of “Receivable for investments sold” and/or “Payable for investments purchased” on the Statement of Assets and Liabilities, when applicable.
During the current fiscal period, the Fund engaged in
inter-fund trades pursuant to these procedures as follows:
|
Inter-Fund
Trades
|
|
|
Purchases
|
$496,631
|
|
Sales
|
599,069
|
As of the end of the reporting
period, TIAA owned shares of the Fund as follows:
|
|
|
|
TIAA
owned shares
|
385,000
|
Additional Fund Information
(Unaudited)
Investment Adviser
Nuveen Fund Advisors, LLC
333 West Wacker Drive
Chicago, IL 60606
Sub-Adviser
Teachers Advisors, LLC
730 Third Avenue
New York, NY 10017-3206
Independent Registered
Public Accounting Firm
KPMG LLP
200 East Randolph Street
Chicago, IL 60601
Adminstrator, Custodian
and Transfer Agent
Brown Brothers Harriman
50 Post Office Square
Boston, MA 0210
Legal Counsel
Chapman and Cutler LLP
Chicago, IL 60603
Morgan, Lewis & Bockius LLP
111 Pennsylvania Avenue, NW
Washington, D.C. 20004
Distribution Information: The Fund hereby designates its percentage of dividends paid from net ordinary income as dividends qualifying for the dividends received deduction ("DRD") for corporations, its percentage of qualified dividend income
("QDI") for individuals under Section 1 (h)(11) of the Internal Revenue Code, and its percentage of qualified business income ("QBI") for individuals under Section 199A of the Internal Revenue Code as shown in the accompanying table. The actual
qualified dividend and business income distributions will be reported to shareholders on Form 1099-DIV which will be sent to shareholders shortly after calendar year end.
|
%
of QDI
|
|
|
|
|
|
|
4.5%
|
|
%
of DRD
|
|
|
|
|
|
|
4.5%
|
|
%
of QBI
|
|
|
|
|
|
|
78.7%
|
The tables below show the
number and percentage of days during the current fiscal period that each Fund's market price was greater than its NAV per share (i.e., at premium) and less than its NAV per share (i.e., at a discount). The market price is determined using the
midpoint between the highest bid and the lowest offer on the applicable Fund's listing exchange, as of the time that the Fund's NAV is calculated (normally 4:00 p.m. Eastern Time).
|
Six
Months Ended June 30, 2019
|
|
Number
of Days
|
%
of Total Days
|
|
Premium/Discount
Range:
|
|
|
|
|
|
|
0.00%
to 0.25%
|
|
|
|
233
|
92.5%
|
|
(0.01)%
to (0.25)%
|
|
|
|
19
|
7.5%
|
|
|
|
|
|
252
|
100%
|
Portfolio of Investments
Information: The Fund is required to file its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year as an exhibit to its
report on Form N-PORT. You may obtain this information on the SEC's website at http://www.sec.gov.
Nuveen Funds’ Proxy Voting Information: You may obtain (i) information regarding how The Fund voted proxies relating to portfolio securities held during the most recent twelve-month period ended June 30, without charge, upon request by calling Nuveen toll-free
at (800) 257-8787 or Nuveen's website at www.nuveen.com and (ii) a description of the policies and procedures that each Fund used to determine how to vote proxies relating to portfolio securities without charge, upon request, by calling Nuveen
toll-free at (800) 257-8787. You may also obtain this information directly from the SEC. Visit the SEC on-line at http://www.sec.gov.
FINRA BrokerCheck:
The Financial Industry Regulatory Authority (FINRA) provides information regarding the disciplinary history of FINRA member firms and associated investment professionals. This information as well as an investor brochure describing FINRA BrokerCheck
is available to the public by calling the FINRA BrokerCheck Hotline number at (800) 289-9999 or by visiting www.FINRA.org.
Glossary of Terms Used in this Report
(Unaudited)
Average
Annual Total Return: This is a commonly used method to express an investment’s performance over a particular, usually multi-year time period. It expresses the return that would have been necessary each year to
equal the investment’s actual cumulative performance (including change in NAV or market price and reinvested dividends and capital gains distributions, if any) over the time period being considered.
Dow Jones U.S. Select REIT Index: The index tracks the performance of publicly traded REITs and REIT-like securities and is designed to serve as a proxy for direct real estate investment, in part by excluding companies whose performance may be driven by
factors other than the value of real estate. The index is a subset of the Dow Jones U.S. Select Real Estate Securities Index (RESI), which represents equity real estate investment trusts (REITs) and real estate operating companies (REOCs) traded in
the U.S. Index returns assume reinvestment of distributions, but do not include the effects of any applicable sales charges or management fees.
Dow Jones U.S. Select Short-Term REIT Index: The Index is composed of U.S. exchange-traded equity REITs that concentrate their holdings in apartment buildings, hotels, self-storage facilities and manufactured home properties, which typically have shorter lease
durations than REITs that invest in other sectors. The Index is rebalanced on a quarterly basis and uses a rules-based methodology that weights REITs by market capitalization, subject to a 5% maximum weight per constituent. Index returns assume
reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
Gross Domestic Product (GDP):
The total market value of all final goods and services produced in a country/region in a given year, equal to total consumer, investment and government spending, plus the value of exports, minus the value of
imports.
Net Asset Value (NAV) Per Share: A fund’s Net Assets is equal to its total assets (securities, cash, accrued earnings and receivables) less its total liabilities. NAV per share is equal to the fund’s Net Assets divided by its number of
shares outstanding.
Real Estate Investment Trust
(REIT): A REIT is a corporation or trust that invests in residential or commercial real estate.
Annual Investment Management Agreement Approval
Process
(Unaudited)
At a
meeting held on May 21-23, 2019 (the “May Meeting”), the Board of Trustees (the “Board” and each Trustee, a “Board Member”) of the Nushares ETF Trust, including the Board Members who are not “interested
persons” (as defined under the Investment Company Act of 1940 (the “1940 Act”)) (the “Independent Board Members”), approved the renewal of the management agreement (the “Investment Management Agreement”)
with Nuveen Fund Advisors, LLC (the “Adviser”) pursuant to which the Adviser serves as investment adviser to the Fund and the sub-advisory agreement (the “Sub-Advisory Agreement”) with Teachers Advisors, LLC (the
“Sub-Adviser”) pursuant to which the Sub-Adviser serves as the sub-adviser to the Fund. Following an initial two-year period, the Board, including the Independent Board Members, is required under the 1940 Act to review and approve the
Investment Management Agreement and Sub-Advisory Agreement on behalf of the Fund on an annual basis. The Investment Management Agreement and Sub-Advisory Agreement are collectively referred to as the “Advisory Agreements” and the Adviser
and the Sub-Adviser are collectively, the “Fund Advisers” and each, a “Fund Adviser.”
In response to a request on behalf of the Independent Board
Members by independent legal counsel, the Board received and reviewed prior to the May Meeting extensive materials specifically prepared for the annual review of Advisory Agreements by the Adviser as well as by Broadridge Financial Solutions, Inc.
(“Broadridge”), an independent provider of investment company data. The materials provided in connection with the annual review covered a breadth of subject matter including, but not limited to, a description of the nature, extent and
quality of services provided by the Fund Advisers; a review of the Sub-Adviser and investment team; an analysis of fund performance in absolute terms and as compared to the performance of certain peer funds and benchmarks with a focus on any
performance outliers; an analysis of the fees and expense ratios of the Nuveen funds in absolute terms and as compared to those of certain peer funds with a focus on any expense outliers; a description of portfolio manager compensation; a review of
the performance of various service providers; a description of various initiatives Nuveen had undertaken or continued during the year for the benefit of particular fund(s) and/or the complex; a description of the profitability of Nuveen; and a
description of indirect benefits received by the Fund Advisers as a result of their relationships with the Nuveen funds. The Board Members held an in-person meeting on April 17-18, 2019 (the “April Meeting”), in part, to review and
discuss the performance of the Nuveen funds and the Adviser’s evaluation of the various sub-advisers to the Nuveen funds. The Independent Board Members asked questions and requested additional information that was provided for the May
Meeting.
The information prepared specifically for the
annual review of the Advisory Agreements supplemented the information provided to the Board and its committees throughout the year. The Board and its committees met regularly during the year and the information provided and topics discussed were
relevant to the review of the Advisory Agreements. Some of these reports and other data included, among other things, materials that outlined the investment performance of the Nuveen funds; strategic plans of the Adviser which may impact the
services it provides to the Nuveen funds; the review of the Nuveen funds and applicable investment teams; compliance, regulatory and risk management matters; the trading practices of the various sub-advisers; valuation of securities; fund expenses;
and overall market and regulatory developments. The Board further continued its practice of seeking to meet periodically with the various sub-advisers to the Nuveen funds and their investment teams, when feasible. The Independent Board Members
considered the review of the Advisory Agreements to be an ongoing process and employed the accumulated information, knowledge, and experience the Board Members had gained during their tenure on the boards governing the Nuveen funds and working with
the Fund Advisers in their review of the Advisory Agreements. The contractual arrangements are a result of multiple years of review, negotiation and information provided in connection with the boards’ annual review of the Nuveen funds’
advisory arrangements and oversight of the Nuveen funds.
The Independent Board Members were advised by independent legal
counsel during the annual review process as well as throughout the year, including meeting in executive sessions with such counsel at which no representatives from the Adviser or the Sub-Adviser were present. In connection with their annual review,
the Independent Board Members also received a memorandum from independent legal counsel outlining their fiduciary duties and legal standards in reviewing the Advisory Agreements.
In deciding to renew the Advisory Agreements, the Independent
Board Members did not identify a particular factor or information as determinative or controlling, but rather the decision reflected the comprehensive consideration of all the information provided, and each Board Member may have attributed different
levels of importance to the various factors and information considered in connection with the approval process. The following summarizes the principal factors and information, but not all the factors, the Board considered in deciding to renew the
Advisory Agreements and its conclusions.
A. Nature,
Extent and Quality of Services
In evaluating the renewal
of the Advisory Agreements, the Independent Board Members received and considered information regarding the nature, extent and quality of the applicable Fund Adviser’s services provided to the Fund with particular focus on the services and
enhancements to such services provided during the last year. The Board recognized that the Adviser provides a comprehensive set of services necessary to operate the Nuveen funds in a highly regulated industry and noted that the scope of such
services has expanded over the years as a result of regulatory, market and other
Annual Investment Management Agreement Approval Process (Unaudited) (continued)
developments, such as the development of the liquidity management program and
expanded compliance programs. Some of the functions the Adviser is responsible for include, but are not limited to: product management (such as analyzing a fund’s position in the marketplace, setting dividends, preparing shareholder and
intermediary communications and other due diligence support); investment oversight (such as analyzing fund performance, sub-advisers and investment teams and analyzing trade executions of portfolio transactions, soft dollar practices and securities
lending activities); securities valuation services (such as executing the daily valuation process for portfolio securities and developing and recommending changes to valuation policies and procedures); risk management (such as overseeing operational
and investment risks, including stress testing); fund administration (such as preparing fund tax returns and other tax compliance services, overseeing the Nuveen funds’ independent public accountants and other service providers; managing fund
budgets and expenses; and helping to fulfill the funds’ regulatory filing requirements); oversight of shareholder services and transfer agency functions (such as oversight and liaison of transfer agent service providers which include
registered shareholder customer service and transaction processing); Board relations services (such as organizing and administering Board and committee meetings, preparing various reports to the Board and committees and providing other support
services); compliance and regulatory oversight services (such as developing and maintaining a compliance program to ensure compliance with applicable laws and regulations, monitoring compliance with applicable fund policies and procedures and
adherence to investment restrictions, and evaluating the compliance programs of the Nuveen fund sub-advisers and certain other service providers); legal support and oversight of outside law firms (such as with respect to filing and updating
registration statements; maintaining various regulatory registrations; and providing legal interpretations regarding fund activities, applicable regulations and implementation of policies and procedures). In reviewing the scope and quality of
services, the Board recognized the continued efforts and resources the Adviser and its affiliates have employed to continue to enhance their services for the benefit of the complex as well as particular Nuveen funds over recent years. Such service
enhancements have included, but are not limited to:
|
•
|
Fund Improvements and Product
Management Initiatives – continuing to proactively manage the Nuveen fund complex as a whole and at the individual fund level with an aim to enhance the shareholder outcomes through, among other things, repositioning funds,
merging funds, reviewing and updating investment policies and benchmarks, modifying the composition of certain portfolio management teams and analyzing various data to help devise such improvements;
|
|
•
|
Capital Initiatives
– continuing to invest capital to support new funds with initial capital as well as to facilitate modifications to the strategies or structure of existing funds;
|
|
•
|
Compliance Program
Initiatives – continuing efforts to enhance the compliance program through, among other things, internally integrating various portfolio management teams and aligning compliance support accordingly, completing a comprehensive
review of existing policies and procedures and revising such policies and procedures as appropriate, enhancing compliance-related technologies and workflows, and optimizing compliance shared services across the organization and affiliates;
|
|
•
|
Risk Management and Valuation
Services – continuing efforts to strengthen the risk management functions, including through, among other things, enhancing the interaction and reporting between the investment risk management team and various affiliates,
increasing the efficiency of risk monitoring performed on the Nuveen funds through improved reporting, continuing to implement risk programs designed to provide a more disciplined and consistent approach to identifying and mitigating operational
risks, continuing progress on implementing a liquidity program that complies with the new liquidity regulatory requirements and continuing to oversee the daily valuation process;
|
|
•
|
Additional Compliance
Services – continuing investment of time and resources necessary to develop the compliance policies and procedures and other related tools necessary to meet the various new regulatory requirements affecting the Nuveen funds that
have been adopted over recent years;
|
|
•
|
Government Relations
– continuing efforts of various Nuveen teams and affiliates to advocate and communicate their positions with lawmakers and other regulatory bodies on issues that will impact the Nuveen funds;
|
|
•
|
Business Continuity, Disaster
Recovery and Information Services – establishing an information security program to help identify and manage information security risks, periodically testing disaster recovery plans, maintaining and updating business continuity
plans and providing reports to the Board, at least annually, addressing, among other things, management’s security risk assessment, cyber risk profile, incident tracking and other relevant information technology risk-related reports; and
|
|
•
|
Expanded
Dividend Management Services – continuing to expand the services necessary to manage the dividends among the varying types of Nuveen funds that have developed as the Nuveen complex has grown in size and scope.
|
In addition to the services provided by the Adviser, the
Board also considered the risks borne by the Adviser and its affiliates in managing the Nuveen funds, including entrepreneurial, operational, reputational, regulatory and litigation risks.
The Board further considered the division of responsibilities
between the Adviser and the Sub-Adviser and recognized that the Sub-Adviser and its investment personnel generally are responsible for the management of the Fund’s portfolio. The Board noted that the Adviser oversees the Sub-Adviser and
considered an analysis of the Sub-Adviser provided by the Adviser which included, among other things, the Sub-Adviser’s assets under management and changes thereto, a summary of the investment team and changes thereto, the investment approach
of the team and the performance of the
funds sub-advised by the Sub-Adviser over various periods. The Board further
considered at the May Meeting or prior meetings evaluations of the Sub-Adviser’s compliance program and trade execution. The Board noted that the Adviser recommended the renewal of the Sub-Advisory Agreement.
Based on its review, the Board determined, in the exercise of
its reasonable business judgment, that it was satisfied with the nature, extent and quality of services provided to the Fund under each applicable Advisory Agreement.
B. The Investment Performance of the Fund and Fund
Advisers
In evaluating the quality of the services
provided by the Fund Advisers, the Board also received and considered the investment performance of the Nuveen funds they advise. In this regard, the Board reviewed Fund performance over the quarter and one-year periods ending December 31, 2018 as
well as performance data for the first quarter of 2019 ending March 29, 2019. Unless otherwise indicated, the performance data referenced below reflects the periods ended December 31, 2018. The Board considered the Adviser’s analysis of each
fund’s performance, with particular focus on funds that were considered performance outliers and the factors contributing to their performance. The Board also noted that it received performance data of the Nuveen funds during its quarterly
meetings throughout the year and took into account the discussions that occurred at these Board meetings regarding fund performance. In this regard, in its evaluation of Nuveen fund performance at meetings throughout the year, the Board considered
performance information for the funds for different time periods, both absolute and relative to appropriate benchmarks and peers, with particular attention to information indicating underperformance of the respective funds and discussed with the
Adviser the reasons for such underperformance.
In
considering performance data, the Board is aware of certain inherent limitations with such data, including that differences between the objective(s), strategies and other characteristics of the funds compared to certain peer groups and/or
benchmark(s) will necessarily contribute to differences in performance results and limit the value of the comparative information. In addition, the performance data may vary significantly depending on the end date selected, and shareholders may
evaluate fund performance based on their own holding period which may differ from the performance periods reviewed by the Board leading to different results. Further, the Board considered a fund’s performance in light of the overall financial
market conditions during the respective periods. As noted above, the Board reviewed, among other things, fund performance over various periods ended December 31, 2018, and the Board was aware of the market decline in the fourth quarter of 2018 and
considered performance from the first quarter of 2019 as well. The Board also noted that a shorter period of underperformance may significantly impact longer term performance.
With respect to Nuveen ETFs, the Board noted that the Nuveen
ETFs, including the Fund, are designed to track the performance of a specified index (the “Underlying Index”). In its review, the Board received and reviewed, among other things, the net asset value performance of the Fund, the
performance of the Fund’s Underlying Index and parent index, its relative performance compared to the performance of peer funds (the “Performance Peer Group”) and the Fund’s tracking error and excess return compared to its
Underlying Index. Given the Fund’s investment objective of seeking investment results that correspond generally to the performance of its Underlying Index, however, the Board recognized that the extent to which the Fund tracked its benchmark
was of greater relevance in assessing the performance for the Fund and therefore placed more emphasis on the tracking error and correlation data provided.
In their review of performance, the Independent Board Members
focused, in particular, on the Adviser’s analysis of Nuveen funds determined to be underperforming performance outliers. The Board recognized that some periods of underperformance may only be temporary while other periods of underperformance
may indicate a broader issue that may require a corrective action. Accordingly, with respect to any Nuveen funds for which the Board had identified performance issues, the Board monitors such funds closely until performance improves, discusses with
the Adviser the reasons for such results, considers whether any steps are necessary or appropriate to address such issues, and reviews the results of any efforts undertaken.
The Board considered, among other things, the Fund’s
performance for the one-year period ended December 31, 2018, the performance of its Underlying Index for such period, the correlation between the Fund’s performance and that of its Underlying Index, and the Fund’s tracking difference and
excess return as compared to its Underlying Index. The Board noted that the Fund had at times during 2018 traded beyond its anticipated tracking error thresholds and considered the factors that contributed to this heightened tracking error from its
Underlying Index. The Board further considered that the Fund ranked in the first quartile of its Performance Peer Group for the one-year period but given the Fund’s investment objective, the Board placed more emphasis on its review of the
correlation and tracking difference data. The Board recognized that the Fund was relatively new with a limited performance history available, limiting the ability to make a meaningful assessment of performance. Nevertheless, the Board was satisfied
with the Fund’s performance.
C. Fees, Expenses and
Profitability
1. Fees and
Expenses
In its annual review, the
Board considered the fees paid to the Fund Advisers and the total operating expense ratio of each Nuveen fund. More specifically, the Board recognized that the Fund pays the Adviser a unitary fee and therefore, the Board reviewed the unitary fee
compared to the gross and net management fees and net total expense ratios of a group of comparable funds (the “Peer Group”) established by Broadridge. The Independent Board Members reviewed the methodology Broadridge employed to
establish its Peer Group and recognized that differences between the applicable fund and its respective Peer Group as well as changes to the composition of the Peer Group from year to year may limit some of the value of the comparative data. The
Independent Board Members also considered a fund’s operating expense ratio as it more directly reflected the shareholder’s costs in investing in the respective fund.
Annual Investment Management Agreement Approval Process (Unaudited) (continued)
In their review, the Independent Board
Members considered, in particular, each Nuveen fund with a net expense ratio of six basis points or higher compared to that of its peer average (each, an “Expense Outlier Fund”) and an analysis as to the factors contributing to each such
fund’s higher relative net expense ratio. Accordingly, in reviewing the comparative data between a fund and its peers, the Board generally considered the fund’s net expense ratio and fees to be higher if they were over 10 basis points
higher, slightly higher if they were 6 to 10 basis points higher, in line if they were within approximately 5 basis points higher than the peer average and below if they were below the peer average of the Peer Group. The Independent Board Members
also considered, in relevant part, a fund’s net management fee and net total expense ratio in light of its performance history.
With respect to the Sub-Adviser, the Board
considered the sub-advisory fee paid to the Sub-Adviser, and as described below, comparative data of the fees the Sub-Adviser charges to other clients, if any.
As indicated above, the Board recognized
that the Fund pays the Adviser a single, all-inclusive (or unified) management fee for providing all services necessary for the management and operation of the Fund, other than any distribution and/or service fees, interest expenses, taxes, acquired
fund fees and expenses, expenses incurred in acquiring and disposing of portfolio securities, fees and expenses of the Independent Board Members (including any of their counsel’s fees), certain expenses of the Fund’s chief compliance
officer, litigation expenses and extraordinary expenses. Unlike the typical fee arrangements of the other Nuveen funds in which the funds pay a variety of fees and expenses such as investment advisory fees, transfer agency fees, audit fees,
custodian fees, administration fees, compliance expenses, recordkeeping expenses, marketing and shareholder service fees, distribution charges and other expenses, the Fund pays the Adviser a unified fee, and the Adviser is responsible for providing
such services or arranging and supervising third parties to provide such services (subject to the noted exceptions). Under the unified fee structure, the Board recognized that the Adviser generally bears the risks of the operating costs rising (and
benefits if such expenses decrease) and therefore has an incentive to be administratively efficient. As part of the Board’s analysis of the fee level of the Fund, the Independent Board Members reviewed, among other things, the unified fee
compared to the gross and net management fees and net total expense ratios of its respective Peer Group.
The Independent Board Members noted that the
Fund had a net management fee and a net expense ratio below the average of its Peer Group.
Based on its review of the information
provided, the Board determined that the Fund’s management fees (as applicable) to a Fund Adviser were reasonable in light of the nature, extent and quality of services provided to the Fund.
2. Comparisons with the Fees of Other
Clients
In determining the
appropriateness of fees, the Board also reviewed information regarding the fee rates the respective Fund Advisers charged to certain other types of clients and the type of services provided to these other clients. With respect to the Adviser and/or
the Sub-Adviser, such other clients may include foreign investment companies offered by Nuveen, certain funds advised by the Sub-Adviser and other ETFs sponsored by Nuveen.
In this regard, the Board reviewed, among
other things, the range of fees assessed for foreign investment companies and ETFs offered by Nuveen. The Board also reviewed the management fees and expense ratios of certain funds advised by the Sub-Adviser in the TIAA-CREF family of funds. In
addition to the comparative fee data, the Board also reviewed, among other things, a description of the different levels of services provided to certain other clients compared to the services provided to the Nuveen funds as well as the differences
in portfolio investment policies, investor profiles, account sizes and regulatory requirements, all of which contribute to the variations in the fee schedules. The Board noted, among other things, the wide range of services in addition to investment
management services provided to the Nuveen funds when the Adviser is principally responsible for all aspects of operating the funds, including the increased regulatory requirements that must be met in managing the funds and the increased
entrepreneurial, legal and regulatory risks that the Adviser incurs in sponsoring and managing the funds. The Board also considered that the Nuveen ETFs are passively managed compared to the active management of the other Nuveen funds which
contributed to the differences in fee levels between Nuveen ETFs and other Nuveen funds. In general, higher fee levels reflect higher levels of service provided by the Adviser, increased investment management complexity, greater product management
requirements, and higher levels of business risk or some combination of these factors. The Board further considered that the Sub-Adviser’s fee is essentially for portfolio management services. The Board concluded the varying levels of fees
were justified given, among other things, the inherent differences in the products and the level of services provided to the Nuveen funds versus other clients, the differing regulatory requirements and legal liabilities and the entrepreneurial,
legal and regulatory risks incurred in sponsoring and advising a registered investment company.
3. Profitability of Fund Advisers
In conjunction with their review of fees,
the Independent Board Members considered information regarding Nuveen’s level of profitability for its advisory services to the Nuveen funds for the calendar years 2018 and 2017. The Board reviewed, among other things, Nuveen’s net
margins (pre-tax) (both including and excluding distribution expenses); gross and net revenue margins (pre- and post-tax); revenues, expenses, and net income (pre-tax and after-tax and before distribution) of Nuveen for fund advisory services; and
comparative profitability data comparing the adjusted margins of Nuveen compared to the adjusted margins of certain peers with publicly available data and with the most comparable assets under management (based on asset size and asset composition)
for each of the last two calendar years. The Board also reviewed the revenues and expenses
the Adviser derived from its ETF product line that was
launched in 2016. The Independent Board Members noted that Nuveen’s net margins were higher in 2018 than the previous year and considered the key drivers behind the revenue and expense changes that impacted Nuveen’s net margins between
the years. The Board considered the costs of investments in the Nuveen business, including the investment of seed capital in certain Nuveen funds and additional investments in infrastructure and technology. The Independent Board Members also noted
that Nuveen’s adjusted margins from its relationships with the Nuveen funds were on the low range compared to the adjusted margins of the peers; however, the Independent Board Members recognized the inherent limitations of the comparative data
of other publicly traded peers given that the calculation of profitability is rather subjective and numerous factors (such as types of funds, business mix, cost of capital, methodology to allocate expenses and other factors) can have a significant
impact on the results.
The Independent
Board Members also reviewed a description of the expense allocation methodology employed to develop the financial information and a summary of the history of changes to the methodology over the ten-year period from 2008 to 2018, and recognized that
other reasonable allocation methodologies could be employed and lead to significantly different results. The Board noted that two Independent Board Members, along with independent counsel, serve as the Board’s liaisons to review profitability
and discuss any proposed changes to the methodology prior to the full Board’s review.
Aside from Nuveen’s profitability, the
Board recognized that the Adviser is a subsidiary of Nuveen, LLC, the investment management arm of Teachers Insurance and Annuity Association of America (“TIAA”). As such, the Board also reviewed a balance sheet for TIAA reflecting its
assets, liabilities and capital and contingency reserves for the 2018 and 2017 calendar years to consider the financial strength of TIAA having recognized the importance of having an adviser with significant resources.
In evaluating the reasonableness of the
compensation, the Independent Board Members also considered any other ancillary benefits derived by the respective Fund Adviser from its relationship with the Nuveen funds as discussed in further detail below.
Based on a consideration of all the
information provided, the Board noted that Nuveen’s level of profitability was acceptable and not unreasonable in light of the services provided.
D. Economies of Scale and Whether Fee Levels Reflect These
Economies of Scale
With respect to economies of scale,
the Independent Board Members noted that although economies of scale are difficult to measure, the Adviser shares the benefits of economies of scale in various ways including breakpoints in the management fee schedule (subject to limited
exceptions), fee waivers and/or expense limitations, the pricing of Nuveen funds at scale at inception and investments in its business which can enhance the services provided to the funds for the fees paid. The Board noted that the Nuveen funds
generally pay the Adviser a management fee comprised of a fund-level component and a complex-level component each with its own breakpoint schedule. The Board recognized that the Nuveen ETFs (including the Fund) pay a unitary fee and as a result, any
reduction in fixed costs associated with with the management of the Fund would benefit the Adviser. However, the Independent Board Members noted that the unified fee schedule provides shareholders with a level of certainty of the expenses of the
Fund. The Independent Board Members considered that the unified fees generally provide inherent economies of scale because the Fund would maintain a competitive fixed fee over the annual contract period even if the Fund’s assets declined
and/or operating costs rose. As the Nuveen ETFs, including the Fund, do not have breakpoints, they do not participate in the complex-level fee programs. In addition, given that the Nuveen ETFs were recently launched in 2016, the Independent Board
Members recognized the Adviser’s costs in operating the Nuveen ETFs during the start-up phase.
In addition, the Independent Board Members recognized the
Adviser’s continued reinvestment in its business through, among other things, investments in its business infrastructure and information technology, portfolio accounting system as well as other systems and platforms that will, among other
things, support growth, simplify and enhance information sharing, and enhance the investment process to the benefit of all of the Nuveen funds.
Based on its review, the Board concluded that the current fee
arrangements together with the Adviser’s reinvestment in its business appropriately shared any economies of scale with shareholders. The Board further concluded that the absence of a fund-level and/or complex-level breakpoint schedule or
arrangement (as applicable) was acceptable.
E. Indirect
Benefits
The Independent Board Members received and
considered information regarding other benefits the respective Fund Adviser or its affiliates may receive as a result of their relationship with the Nuveen funds. The Independent Board Members considered whether the Sub-Adviser may engage in soft
dollar transactions pursuant to which it may receive the benefit of research products and other services provided by broker-dealers executing portfolio transactions on behalf of the Fund. The Board noted that the Sub-Adviser does not participate in
soft dollar arrangements with respect to Fund portfolio transactions.
Annual Investment Management Agreement Approval Process (Unaudited) (continued)
Based on their review, the Board concluded that any indirect
benefits received by a Fund Adviser as a result of its relationship with the Fund were reasonable and within acceptable parameters.
F. Other Considerations
The Board Members did not identify any single factor discussed
previously as all-important or controlling. The Board Members, including the Independent Board Members, concluded that the terms of each Advisory Agreement were fair and reasonable, that the respective Fund Adviser’s fees were reasonable in
light of the services provided to the Fund and that the Advisory Agreements be renewed.
Trustees and Officers
(Unaudited)
The
management of the Funds, including general supervision of the duties performed for the Funds by the Adviser, is the responsibility of the Board of Trustees of the Funds. The number of Trustees of the Funds is currently set at nine. None of the
Trustees who are not “interested” persons of the Funds (referred to herein as “Independent Trustees”) has ever been a Trustee or employee of, or consultant to, Nuveen or its affiliates. The names and business addresses of the
Trustees and officers of the Funds, their principal occupations and other affiliations during the past five years, the number of portfolios each Trustee oversees and other directorships they hold are set forth below.
The Funds’ Statement of Additional Information
(“SAI”) includes more information about the Trustees. To request a free copy, call Nuveen Investments at (800) 257-8787 or visit the Funds’ website at www.nuveen.com.
Name,
Year of Birth
& Address
|
Position(s)
Held with
the Funds
|
Year
First
Elected or
Appointed (1)
|
Principal
Occupation(s)
Including other Directorships
During Past 5 Years
|
Number
of
Portfolios in
Fund Complex
Overseen by
Trustee
|
|
Independent
Trustees:
|
|
|
|
Terence
J. Toth
1959
333 W. Wacker Drive
Chicago, IL 60606
|
Chairman
and
Trustee
|
2008
|
Formerly,
a Co-Founding Partner, Promus Capital (2008-2017); Director, Quality Control Corporation (since 2012); member: Catalyst Schools of Chicago Board (since 2008) and Mather Foundation Board (since 2012), and chair of its investment committee; formerly,
Director, Fulcrum IT Services LLC (2010-2019); formerly, Director, Legal & General Investment Management America, Inc. (2008-2013); formerly, CEO and President, Northern Trust Global Investments (2004-2007); Executive Vice President,
Quantitative Management & Securities Lending (2000-2004); prior thereto, various positions with Northern Trust Company (since 1994); formerly, Member, Northern Trust Mutual Funds Board (2005-2007), Northern Trust Global Investments Board
(2004-2007), Northern Trust Japan Board (2004-2007), Northern Trust Securities Inc. Board (2003- 2007) and Northern Trust Hong Kong Board (1997-2004).
|
157
|
Jack
B. Evans
1948
333 W. Wacker Drive
Chicago, IL 60606
|
Trustee
|
1999
|
Chairman
(since 2019), formerly, President (1996-2019), The Hall-Perrine Foundation, a private philanthropic corporation; Director and Chairman, United Fire Group, a publicly held company; Director, Public member, American Board of Orthopaedic Surgery
(since 2015); Life Trustee of Coe College and the Iowa College Foundation; formerly, President Pro-Tem of the Board of Regents for the State of Iowa University System; formerly, Director, Alliant Energy and The Gazette Company; formerly, Director,
Federal Reserve Bank of Chicago; formerly, President and Chief Operating Officer, SCI Financial Group, Inc., a regional financial services firm.
|
157
|
Trustees and Officers (Unaudited) (continued)
Name,
Year of Birth
& Address
|
Position(s)
Held with
the Funds
|
Year
First
Elected or
Appointed (1)
|
Principal
Occupation(s)
Including other Directorships
During Past 5 Years
|
Number
of
Portfolios in
Fund Complex
Overseen by
Trustee
|
William
C. Hunter
1948
333 W. Wacker Drive
Chicago, IL 60606
|
Trustee
|
2003
|
Dean
Emeritus, formerly, Dean, Tippie College of Business, University of Iowa (2006-2012); Director of Wellmark, Inc. (since 2009); past Director (2005-2015), and past President (2010- 2014) Beta Gamma Sigma, Inc., The International Business Honor
Society; formerly, Director (2004-2018) of Xerox Corporation; Dean and Distinguished Professor of Finance, School of Business at the University of Connecticut (2003-2006); previously, Senior Vice President and Director of Research at the Federal
Reserve Bank of Chicago (1995-2003); formerly, Director (1997-2007), Credit Research Center at Georgetown University.
|
157
|
Albin
F. Moschner
1952
333 W. Wacker Drive
Chicago, IL 60606
|
Trustee
|
2016
|
Founder
and Chief Executive Officer, Northcroft Partners, LLC, a management consulting firm (since 2012); formerly, Chairman (2019), and Director (2012-2019), USA Technologies, Inc., a provider of solutions and services to facilitate electronic payment
transactions; formerly, Director, Wintrust Financial Corporation (1996-2016); previously, held positions at Leap Wireless International, Inc., including Consultant (2011-2012), Chief Operating Officer (2008-2011), and Chief Marketing Officer
(2004-2008); formerly, President, Verizon Card Services division of Verizon Communications, Inc. (2000-2003); formerly, President, One Point Services at One Point Communications (1999-2000); formerly, Vice Chairman of the Board, Diba, Incorporated
(1996-1997); formerly, various executive positions (1991-1996) and Chief Executive Officer (1995-1996) of Zenith Electronics Corporation.
|
157
|
John
K. Nelson
1962
333 W. Wacker Drive
Chicago, IL 60606
|
Trustee
|
2013
|
Member
of Board of Directors of Core12 LLC. (since 2008), a private firm which develops branding, marketing and communications strategies for clients; served The President's Council of Fordham University (2010-2019) and previously a Director of the Curran
Center for Catholic American Studies (2009-2018); formerly, senior external advisor to the Financial Services practice of Deloitte Consulting LLP. (2012-2014); former Chair of the Board of Trustees of Marian University (2010-2014 as trustee,
2011-2014 as Chair); formerly Chief Executive Officer of ABN AMRO Bank N.V., North America, and Global Head of the Financial Markets Division (2007-2008), with various executive leadership roles in ABN AMRO Bank N.V. between 1996 and 2007.
|
157
|
Judith
M. Stockdale
1947
333 W. Wacker Drive
Chicago, IL 60606
|
Trustee
|
1997
|
Board
Member, Land Trust Alliance (since 2013); formerly, Board Member, U.S. Endowment for Forestry and Communities (2013-2019); formerly, Executive Director (1994-2012), Gaylord and Dorothy Donnelley Foundation; prior thereto, Executive Director, Great
Lakes Protection Fund (1990-1994).
|
157
|
Carole
E. Stone
1947
333 W. Wacker Drive
Chicago, IL 60606
|
Trustee
|
2007
|
Former
Director, Chicago Board Options Exchange (2006-2017), and C2 Options Exchange, Incorporated (2009-2017); Director, Cboe Global Markets, Inc., formerly, CBOE Holdings, Inc. (since 2010); formerly, Commissioner, New York State Commission on Public
Authority Reform (2005-2010).
|
157
|
Name,
Year of Birth
& Address
|
Position(s)
Held with
the Funds
|
Year
First
Elected or
Appointed (1)
|
Principal
Occupation(s)
Including other Directorships
During Past 5 Years
|
Number
of
Portfolios in
Fund Complex
Overseen by
Trustee
|
Margaret
L. Wolff
1955
333 W. Wacker Drive
Chicago, IL 60606
|
Trustee
|
2016
|
Formerly,
member of the Board of Directors (2013-2017) of Travelers Insurance Company of Canada and The Dominion of Canada General Insurance Company (each, a part of Travelers Canada, the Canadian operation of The Travelers Companies, Inc.); formerly, Of
Counsel, Skadden, Arps, Slate, Meagher & Flom LLP (Mergers & Acquisitions Group) (2005-2014); Member of the Board of Trustees of New York-Presbyterian Hospital (since 2005); Member (since 2004) and Chair (since 2015) of the Board of Trustees
of The John A. Hartford Foundation (a philanthropy dedicated to improving the care of older adults); formerly, Member (2005-2015) and Vice Chair (2011-2015) of the Board of Trustees of Mt. Holyoke College.
|
157
|
Robert
L. Young(2)
1963
333 W. Wacker Drive
Chicago, IL 60606
|
Trustee
|
2017
|
Formerly,
Chief Operating Officer and Director, J.P. Morgan Investment Management Inc. (2010-2016); formerly, President and Principal Executive Officer (2013-2016), and Senior Vice President and Chief Operating Officer (2005-2010), of J.P. Morgan Funds;
formerly, Director and various officer positions for J.P. Morgan Investment Management Inc. (formerly, JPMorgan Funds Management, Inc. and formerly, One Group Administrative Services) and JPMorgan Distribution Services, Inc. (formerly, One Group
Dealer Services, Inc.) (1999-2017).
|
155
|
Name,
Year of Birth
& Address
|
Position(s)
Held with
the Funds
|
Year
First
Elected or
Appointed (3)
|
Principal
Occupation(s)
During Past 5 Years
|
|
|
Officers
of the Funds:
|
|
|
|
|
Jordan
M. Farris
1980
333 W. Wacker Drive
Chicago, IL 60606
|
Chief
Administrative
Officer
|
2019
|
Managing
Director (since 2017), formerly Vice President (2016-2017), Head of Product Management and Development, ETFs, Nuveen Securities, LLC; Director, Guggenheim Funds Distributors (2013-2016).
|
|
Mark
J. Czarniecki
1979
901 Marquette Avenue
Minneapolis, MN 55402
|
Vice
President
and Assistant
Secretary
|
2013
|
Vice
President and Assistant Secretary of Nuveen Securities, LLC (since 2016) and Nuveen Fund Advisors (since 2017); Vice President and Associate General Counsel of Nuveen (since 2013) and Vice President, Assistant Secretary and Associate General
Counsel of Nuveen Asset Management (since 2018).
|
|
Diana
R. Gonzalez
1978
333 W. Wacker Drive
Chicago, IL 60606
|
Vice
President
and Assistant
Secretary
|
2017
|
Vice
President and Assistant Secretary of Nuveen Fund Advisors, LLC (since 2017); Vice President and Associate General Counsel of Nuveen (since 2017); Associate General Counsel of Jackson National Asset Management (2012-2017).
|
|
Nathaniel
T. Jones
1979
333 W. Wacker Drive
Chicago, IL 60606
|
Vice
President
and Treasurer
|
2016
|
Managing
Director (since 2017), formerly, Senior Vice President (2016-2017), formerly, Vice President (2011- 2016) of Nuveen; Managing Director (since 2015) of Nuveen Fund Advisors, LLC; Chartered Financial Analyst.
|
|
Walter
M. Kelly
1970
333 W. Wacker Drive
Chicago, IL 60606
|
Chief
Compliance
Officer and Vice
President
|
2003
|
Managing
Director (since 2017), formerly, Senior Vice President (2008-2017) of Nuveen Investments Holdings, Inc.
|
|
Tina
M. Lazar
1961
333 W. Wacker Drive
Chicago, IL 60606
|
Vice
President
|
2002
|
Managing
Director (since 2017), formerly, Senior Vice President (2014-2017) of Nuveen Securities, LLC.
|
|
Trustees and Officers (Unaudited) (continued)
Name,
Year of Birth
& Address
|
Position(s)
Held with
the Funds
|
Year
First
Elected or
Appointed (3)
|
Principal
Occupation(s)
During Past 5 Years
|
|
Brian
J. Lockhart
1974
333 W. Wacker Drive
Chicago, IL 60606
|
Vice
President
|
2019
|
Managing
Director (since 2019) of Nuveen Fund Advisors, LLC; Managing Director (since 2017), formerly, Vice President (2010-2017) of Nuveen; Head of Investment Oversight (since 2017), formerly, Team Leader of Manager Oversight (2015-2017); Chartered
Financial Analyst and Certified Financial Risk Manager.
|
|
Jacques
M. Longerstaey
1963
8500 Andrew Carnegie Blvd.
Charlotte, NC 28262
|
Vice
President
|
2019
|
Senior
Managing Director, Chief Risk Officer, Nuveen, LLC (since May 2019); Senior Managing Director (since May 2019) of Nuveen Fund Advisors, LLC; formerly, Chief Investment and Model Risk Officer, Wealth & Investment Management Division, Wells Fargo
Bank (NA) (from 2013-2019).
|
|
Kevin
J. McCarthy
1966
333 W. Wacker Drive
Chicago, IL 60606
|
Vice
President
and Assistant Secretary
|
2007
|
Senior
Managing Director (since 2017) and Secretary and General Counsel (since 2016) of Nuveen Investments, Inc., formerly, Executive Vice President (2016-2017) and Managing Director and Assistant Secretary (2008-2016); Senior Managing Director (since
2017) and Assistant Secretary (since 2008) of Nuveen Securities, LLC, formerly Executive Vice President (2016-2017) and Managing Director (2008-2016); Senior Managing Director (since 2017), Secretary (since 2016) and Co-General Counsel (since 2011)
of Nuveen Fund Advisors, LLC, formerly, Executive Vice President (2016-2017), Managing Director (2008-2016) and Assistant Secretary (2007-2016); Senior Managing Director (since 2017), Secretary (since 2016) and Associate General Counsel (since 2011)
of Nuveen Asset Management, LLC, formerly Executive Vice President (2016-2017) and Managing Director and Assistant Secretary (2011-2016); Senior Managing Director (since 2017) and Secretary (since 2016) of Nuveen Investments Advisers, LLC, formerly
Executive Vice President (2016-2017); Vice President (since 2007) and Secretary (since 2016), formerly, Assistant Secretary, of NWQ Investment Management Company, LLC, Symphony Asset Management, LLC, Santa Barbara Asset Management, LLC and Winslow
Capital Management, LLC (since 2010). Senior Managing Director (since 2017) and Secretary (since 2016) of Nuveen Alternative Investments, LLC.
|
|
Jon
Scott Meissner
1973
8500 Andrew Carnegie Blvd.
Charlotte, NC 28262
|
Vice
President
|
2019
|
Managing
Director of Mutual Fund Tax and Financial Reporting groups at Nuveen (since 2017); Managing Director of Nuveen Fund Advisors, LLC (since 2019); Senior Director of Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC (since 2016); Senior
Director (since 2015) Mutual Fund Taxation to the TIAA-CREF Funds, the TIAA-CREF Life Funds, the TIAA Separate Account VA-1 and the CREF Accounts; has held various positions with TIAA since 2004.
|
|
Christopher
M. Rohrbacher
1971
333 W. Wacker Drive
Chicago, IL 60606
|
Vice
President
and
Secretary
|
2008
|
Managing
Director (since 2017) and Assistant Secretary of Nuveen Securities, LLC; Managing Director (since 2017), formerly, Senior Vice President (2016-2017), Co-General Counsel (since 2019) and Assistant Secretary (since 2016) of Nuveen Fund Advisors, LLC;
Managing Director (since 2017), formerly, Senior Vice President (2012-2017) and Associate General Counsel (since 2016), formerly, Assistant General Counsel (2008-2016) of Nuveen.
|
|
William
A. Siffermann
1975
333 W. Wacker Drive
Chicago, IL 60606
|
Vice
President
|
2017
|
Managing
Director (since 2017), formerly Senior Vice President (2016-2017) and Vice President (2011-2016) of Nuveen.
|
|
E.
Scott Wickerham
1973
TIAA
730 Third Avenue
New York, NY 10017
|
Vice
President
and Controller
|
2019
|
Senior
Managing Director, Head of Fund Administration at Nuveen, LLC (since 2019), formerly, Managing Director; Senior Managing Director (since 2019), Nuveen Fund Advisors, LLC; Principal Financial Officer, Principal Accounting Officer and Treasurer
(since 2017) to the TIAA-CREF Funds, the TIAA-CREF Life Funds, the TIAA Separate Account VA-1 and the Treasurer (since 2017) to the CREF Accounts; Senior Director, TIAA-CREF Fund Administration (2014-2015); has held various positions with TIAA since
2006.
|
|
Name,
Year of Birth
& Address
|
Position(s)
Held with
the Funds
|
Year
First
Elected or
Appointed (3)
|
Principal
Occupation(s)
During Past 5 Years
|
|
Gifford
R. Zimmerman
1956
333 W. Wacker Drive
Chicago, IL 60606
|
Vice
President
and Assistant
Secretary
|
1988
|
Managing
Director (since 2002), and Assistant Secretary of Nuveen Securities, LLC; Managing Director (since 2004) and Assistant Secretary (since 1994) of Nuveen Investments, Inc.; Managing Director (since 2002), Assistant Secretary (since 1997) and
Co-General Counsel (since 2011) of Nuveen Fund Advisors, LLC; Managing Director, Assistant Secretary and Associate General Counsel of Nuveen Asset Management, LLC (since 2011); Vice President (since 2017), formerly, Managing Director (2003-2017) and
Assistant Secretary (since 2003) of Symphony Asset Management LLC ; Managing Director and Assistant Secretary (since 2002) of Nuveen Investments Advisers, LLC; Vice President and Assistant Secretary of NWQ Investment Management Company, LLC (since
2002), Santa Barbara Asset Management, LLC (since 2006) and of Winslow Capital Management, LLC, (since 2010); Chartered Financial Analyst.
|
|
(1)
Trustees serve an indefinite term until his/her successor is elected or appointed. The year first elected or appointed represents the year in which the director was first elected or appointed to any
fund in the Nuveen fund complex.
(2)
Effective July 1, 2017, Mr. Young was appointed as a Board Member of each of the Nuveen Funds except Nuveen Diversified Dividend and Income Fund (JDD) and Nuveen Real Estate Income Fund (JRS).
Effective February 27, 2020, Mr. Young was appointed as a Board Member of JDD and JRS.
(3)
Officers serve one year terms through August of each year. The year first elected or appointed represents the year in which the officer was first elected or appointed to any fund in the Nuveen fund
complex.
Nuveen:
Serving Investors for Generations
Since 1898, financial advisors and their clients have relied
on Nuveen to provide dependable investment solutions through continued adherence to proven, long-term investing principles. Today, we offer a range of high quality solutions designed to be integral components of a well-diversified core
portfolio.
Focused on meeting investor needs.
Nuveen is the investment manager of TIAA. We have grown into
one of the world’s premier global asset managers, with specialist knowledge across all major asset classes and particular strength in solutions that provide income for investors and that draw on our expertise in alternatives and responsible
investing. Nuveen is driven not only by the independent investment processes across the firm, but also the insights, risk management, analytics and other tools and resources that a truly world-class platform provides. As a global asset manager, our
mission is to work in partnership with our clients to create solutions which help them secure their financial future.
Find out how we can help you.
To learn more about how the products and services of Nuveen
may be able to help you meet your financial goals, talk to your financial advisor, or call us at (800) 257-8787. Please read the information provided carefully before you invest. Investors should consider the investment objective and policies, risk
considerations, charges and expenses of any investment carefully. Where applicable, be sure to obtain a prospectus, which contains this and other relevant information. To obtain a prospectus, please contact your securities representative or Nuveen,
333 W. Wacker Dr., Chicago, IL 60606. Please read the prospectus carefully before you invest or send money.
Learn more about Nuveen Funds at:
www.nuveen.com/exchange-traded-funds
Nuveen Securities, LLC, member FINRA and SIPC | 333 West Wacker Drive
Chicago, IL 60606 | www.nuveen.com NAN-NURE-1219P1077280-INV-Y-02/21
ITEM 2. CODE OF ETHICS.
As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the
registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. There were no amendments to or waivers from the code during the period covered by this
report. The registrant has posted the code of ethics on its website at www.nuveen.com/fund-governance. (To view the code, click on Code of Conduct.)
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
As of the end of the period
covered by this report, the registrant’s Board of Directors or Trustees (“Board”) determined that the registrant has at least one “audit committee financial expert” (as defined in Item 3 of Form N-CSR) serving on its Audit
Committee. The registrant’s audit committee financial experts are Carole E. Stone, Jack B. Evans and William C. Hunter, who are “independent” for purposes of Item 3 of Form N-CSR.
Ms. Stone served for five years as Director of the New York State Division of the Budget. As part of her role as Director, Ms. Stone was
actively involved in overseeing the development of the State’s operating, local assistance and capital budgets, its financial plan and related documents; overseeing the development of the State’s bond-related disclosure documents and
certifying that they fairly presented the State’s financial position; reviewing audits of various State and local agencies and programs; and coordinating the State’s system of internal audit and control. Prior to serving as Director, Ms.
Stone worked as a budget analyst/examiner with increasing levels of responsibility over a 30 year period, including approximately five years as Deputy Budget Director. Ms. Stone has also served as Chair of the New York State Racing Association
Oversight Board, as Chair of the Public Authorities Control Board, as a Commissioner on the New York State Commission on Public Authority Reform and as a member of the Boards of Directors of several New York State public authorities. These positions
have involved overseeing operations and finances of certain entities and assessing the adequacy of project/entity financing and financial reporting. Currently, Ms. Stone is on the Board of Directors of CBOE Holdings, Inc., of the Chicago Board
Options Exchange, and of C2 Options Exchange. Ms. Stone’s position on the boards of these entities and as a member of both CBOE Holdings’ Audit Committee and its Finance Committee has involved, among other things, the oversight of audits,
audit plans and preparation of financial statements.
Mr. Evans was formerly President and Chief Operating Officer of SCI
Financial Group, Inc., a full service registered broker-dealer and registered investment adviser (“SCI”). As part of his role as President and Chief Operating Officer, Mr. Evans actively supervised the Chief Financial Officer (the
“CFO”) and actively supervised the CFO’s preparation of financial statements and other filings with various regulatory authorities. In such capacity, Mr. Evans was actively involved in the preparation of SCI’s financial
statements and the resolution of issues raised in connection therewith. Mr. Evans has also served on the audit committee of various reporting companies. At such companies, Mr. Evans was involved in the oversight of audits, audit plans, and the
preparation of financial statements. Mr. Evans also formerly chaired the audit committee of the Federal Reserve Bank of Chicago.
Mr. Hunter was formerly a Senior Vice President at the Federal Reserve Bank of Chicago. As part of his role as Senior Vice President, Mr. Hunter was the senior officer responsible for all operations of
each of the Economic Research, Statistics, and Community and Consumer Affairs units at the Federal Reserve Bank of Chicago. In such capacity, Mr. Hunter oversaw the subunits of the Statistics and Community and Consumer Affairs divisions responsible
for the analysis and evaluation of bank and bank holding company financial statements and financial filings. Prior to serving as Senior Vice President at the Federal Reserve Bank of Chicago, Mr. Hunter was the Vice President of the Financial Markets
unit at the Federal Reserve Bank of Atlanta where he supervised financial staff and bank holding company analysts who analyzed and evaluated bank and bank holding company financial statements. Mr. Hunter also currently serves on the Boards of
Directors of Xerox Corporation and Wellmark, Inc. as well as on the Audit Committees of such Boards. As an Audit Committee member, Mr. Hunter’s responsibilities include, among other things, reviewing financial statements, internal audits and
internal controls over financial reporting. Mr. Hunter also formerly was a Professor of Finance at the University of Connecticut School of Business and has authored numerous scholarly articles on the topics of finance, accounting and economics.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The following tables show the amount of fees that KPMG LLP, the Funds’ auditor, billed to the Funds’ during the Funds’ last two full fiscal years. The Audit Committee approved in advance
all audit services and non-audit services that KPMG LLP provided to the Funds, except for those non-audit services that were subject to the pre-approval exception under Rule 2-01 of Regulation S-X (the “pre-approval exception”). The
preapproval exception for services provided directly to the Funds waives the pre-approval requirement for services other than audit, review or attest services if: (A) the aggregate amount of all such services provided constitutes no more than 5% of
the total amount of revenues paid by the Funds during the fiscal year in which the services are provided; (B) the Funds did not recognize the services as non-audit services at the time of the engagement; and (C) the services are promptly brought to
the Audit Committee’s attention, and the Committee (or its delegate) approves the services before the audit is completed.
The Audit Committee has delegated certain pre-approval responsibilities to its Chair (or, in her absence, any other member of the Audit
Committee).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended December 31, 2019
|
|
Audit Fees Billed
to Funds 1
|
|
|
Audit-Related Fees
Billed to Funds 2
|
|
|
Tax Fees
Billed to
Funds 3
|
|
|
All Other Fees
Billed
to Funds 4
|
|
|
Fund Name
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nuveen Short-Term REIT ETF
|
|
|
17,980
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
17,980
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
1
|
|
“Audit Fees” are the aggregate fees billed for professional services for the audit of the Fund’s annual financial statements and
services provided in connection with statutory and regulatory filings or engagements.
|
|
2
|
|
“Audit-Related Fees” are the aggregate fees billed for assurance and related services reasonably related to the performance of the audit or
review of financial statements that are not reported under “Audit Fees”. These fees include offerings related to the Fund’s common shares and leverage.
|
|
3
|
|
“Tax Fees” are the aggregate fees billed for professional services for tax advice, tax compliance, and tax planning. These fees include: all
global withholding tax services; excise and state tax reviews; capital gain, tax equalization and taxable basis calculations performed by the principal accountant.
|
|
4
|
|
“All Other Fees” are the aggregate fees billed for products and services other than “Audit Fees”, “Audit-Related Fees”
and “Tax Fees”. These fees represent all “Agreed-Upon Procedures” engagements pertaining to the Fund’s use of leverage.
|
|
*
|
|
Fund was rebranded from Nushares to Nuveen on December 13, 2018.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage Approved Pursuant to Pre-approval Exception
|
|
|
|
|
Audit Fees Billed
to Funds
|
|
|
Audit-Related Fees
Billed to Funds
|
|
|
Tax Fees
Billed to Funds
|
|
|
All Other Fees
Billed to Funds
|
|
|
Fund Name
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nuveen Short-Term REIT ETF
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
|
|
|
|
|
December 31, 2018
|
|
Audit Fees Billed
to Funds 1
|
|
|
Audit-Related Fees
Billed to Funds 2
|
|
|
Tax Fees
Billed to
Funds 3
|
|
|
All Other Fees
Billed
to Funds 4
|
|
|
Fund Name
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nuveen Short-Term REIT ETF
|
|
|
17,980
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
17,980
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
1
|
|
“Audit Fees” are the aggregate fees billed for professional services for the audit of the Fund’s annual financial statements and
services provided in connection with statutory and regulatory filings or engagements.
|
|
2
|
|
“Audit-Related Fees” are the aggregate fees billed for assurance and related services reasonably related to the performance of the audit or
review of financial statements that are not reported under “Audit Fees”. These fees include offerings related to the Fund’s common shares and leverage.
|
|
3
|
|
“Tax Fees” are the aggregate fees billed for professional services for tax advice, tax compliance, and tax planning. These fees include: all
global withholding tax services; excise and state tax reviews; capital gain, tax equalization and taxable basis calculations performed by the principal accountant.
|
|
4
|
|
“All Other Fees” are the aggregate fees billed for products and services other than “Audit Fees”, “Audit-Related Fees”
and “Tax Fees”. These fees represent all “Agreed-Upon Procedures” engagements pertaining to the Fund’s use of leverage.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage Approved Pursuant to Pre-approval Exception
|
|
|
|
|
Audit Fees Billed
to
Funds
|
|
|
Audit-Related Fees
Billed to Funds
|
|
|
Tax Fees
Billed to
Funds
|
|
|
All Other Fees
Billed
to Funds
|
|
|
Fund Name
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nuveen Short-Term REIT ETF
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended December 31, 2019
|
|
Audit-Related Fees
Billed to Adviser and
Affiliated Fund
Service
Providers
|
|
|
Tax Fees Billed
to
Adviser and
Affiliated Fund
Service
Providers
|
|
|
All Other Fees
Billed
to Adviser
and Affiliated Fund
Service Providers
|
|
|
Nushares ETF Trust
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
|
Percentage Approved Pursuant to Pre-approval Exception
|
|
|
|
|
Audit-Related Fees
Billed to Adviser
and
Affiliated Fund
Service Providers
|
|
|
Tax Fees Billed to
Adviser
and
Affiliated Fund
Service Providers
|
|
|
All Other Fees
Billed to
Adviser
and Affiliated Fund
Service Providers
|
|
|
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
|
|
|
|
Fiscal Year Ended December 31, 2018
|
|
Audit-Related Fees
Billed to Adviser
and
Affiliated Fund
Service Providers
|
|
|
Tax Fees Billed to
Adviser
and
Affiliated Fund
Service Providers
|
|
|
All Other Fees
Billed to
Adviser
and Affiliated Fund
Service Providers
|
|
|
Nushares ETF Trust
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
|
Percentage Approved Pursuant to Pre-approval Exception
|
|
|
|
|
Audit-Related Fees
Billed to Adviser
and
Affiliated Fund
Service Providers
|
|
|
Tax Fees Billed to
Adviser
and
Affiliated Fund
Service Providers
|
|
|
All Other Fees
Billed to
Adviser
and Affiliated Fund
Service Providers
|
|
|
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended December 31, 2019
|
|
Total Non-Audit Fees
Billed to Trust
|
|
|
Total Non-Audit Fees
billed to Adviser and
Affiliated Fund
Service
Providers (engagements
related directly to the
operations and financial
reporting of the Trust)
|
|
|
Total Non-Audit Fees
billed to Adviser and
Affiliated Fund Service
Providers
(all other
engagements)
|
|
|
Total
|
|
|
Fund Name
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nuveen Short-Term REIT ETF
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
“Non-Audit Fees billed to Fund” for both fiscal year ends represent “Tax Fees” and
“All Other Fees” billed to Fund in their respective amounts from the previous table.
Less than 50 percent of the
hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant’s full-time,
permanent employees.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended December 31, 2018
|
|
Total Non-Audit Fees
Billed to Trust
|
|
|
Total Non-Audit Fees
billed to Adviser
and
Affiliated Fund Service
Providers (engagements
related directly to
the
operations and financial
reporting of the Trust)
|
|
|
Total Non-Audit Fees
billed to Adviser and
Affiliated Fund Service
Providers
(all other
engagements)
|
|
|
Total
|
|
|
Fund Name
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nuveen Short-Term REIT ETF
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
“Non-Audit Fees billed to Fund” for both fiscal year ends represent “Tax Fees” and
“All Other Fees” billed to Fund in their respective amounts from the previous table.
Audit
Committee Pre-Approval Policies and Procedures. Generally, the Audit Committee must approve (i) all non-audit services to be performed for the Funds by the
Funds’ independent accountant and (ii) all audit and non-audit services to be performed by the Funds’ independent accountant for the Affiliated Fund Service Providers with respect to the
operations and financial reporting of the Funds. Regarding tax and research projects conducted by the independent accountant for the Funds and Affiliated Fund Service Providers (with respect to operations and financial reports of the Trust), such
engagements will be (i) pre-approved by the Audit Committee if they are expected to be for amounts greater than $10,000; (ii) reported to the Audit Committee Chair for her verbal approval prior to
engagement if they are expected to be for amounts under $10,000 but greater than $5,000; and (iii) reported to the Audit Committee at the next Audit Committee meeting if they are expected to be for an amount under $5,000.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
The registrant is an issuer as defined in Rule 10A-3 under the Securities Exchange Act of 1934 (the “Exchange Act”). The registrant’s Board has a separately designated Audit Committee
established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78c(a)(58)(A)). As of the end of the period covered by this report, the members of the audit committee are Jack B. Evans, William C.
Hunter, John K. Nelson, Judith M. Stockdale and Carole E. Stone, Chair.
ITEM 6. SCHEDULE OF INVESTMENTS.
|
a)
|
|
See Portfolio of Investments in Item 1.
|
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable to this registrant.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable to this registrant.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT
INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable to this registrant.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes to the procedures by which shareholders may recommend nominees to
the registrant’s Board of Trustees implemented after the registrant last provided disclosure in response to this Item.
ITEM 11.
CONTROLS AND PROCEDURES.
|
|
(a)
|
|
The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the
registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a
date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the controls and procedures required by Rule 30a-3(b) under the 1940
Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (17 CFR 240.13a-15(b) or
240.15d-15(b)).
|
|
|
(b)
|
|
There were no changes in the registrant’s internal control over financial reporting (as defined in Rule
30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting.
|
ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 13. EXHIBITS.
File the exhibits listed below as part of this
Form.
|
|
|
|
|
(a)(1)
|
|
Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2
requirements through filing of an exhibit: Not applicable because the code is posted on registrant’s website at www.nuveen.com/fund-governance and there were no amendments during the period covered by this report. (To view the code, click on
Code of Conduct.)
|
|
|
|
|
(a)(2)
|
|
A separate certification for each principal executive officer and principal financial officer of the registrant as required by
Rule 30a-2(a) under the 1940 Act (17 CFR 270.30a-2(a)) in the exact form set forth below: See EX-99.CERT attached hereto.
|
|
|
|
|
(a)(3)
|
|
Any written solicitation to purchase securities under Rule 23c-1 under the 1940 Act (17 CFR
270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons: Not applicable to this registrant.
|
|
|
|
|
(a)(4)
|
|
Change in the registrant’s independent public accountant. Not applicable.
|
|
|
|
|
(b)
|
|
If the report is filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2(b) under the
1940 Act (17 CFR 270.30a-2(b)), Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b) or 240.15d-14(b)), and Section 1350 of Chapter 63 of
Title 18 of the United States Code (18 U.S.C. 1350) as an Exhibit. A certification furnished pursuant to this paragraph will not be deemed “filed” for purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to
the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registration specifically incorporates it by
reference: See EX-99.906 CERT attached hereto.
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Nushares ETF Trust
|
|
|
|
|
|
|
|
By (Signature and Title)
|
|
/s/ Christopher M. Rohrbacher
|
|
|
|
Christopher M. Rohrbacher
|
|
|
|
Vice President and Secretary
|
Date: March 6, 2020
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this
report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
|
|
|
|
|
|
|
By (Signature and Title)
|
|
/s/ Jordan Farris
|
|
|
|
Jordan Farris
|
|
|
|
Chief Administrative Officer
|
|
|
|
(principal executive officer)
|
Date: March 6, 2020
|
|
|
|
|
|
|
|
By (Signature and Title)
|
|
/s/ E. Scott Wickerham
|
|
|
|
E. Scott Wickerham
|
|
|
|
Vice President and Controller
|
|
|
|
(principal financial officer)
|
Date: March 6, 2020
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