Based on their review, the Independent Board Members found
that, overall, the nature, extent and quality of services expected to be provided to the Fund under each Advisory Agreement were satisfactory.
B. Investment Performance
The Fund was new and, therefore, did not have its own
performance history. The Independent Board Members, however, were familiar with the performance records of other Nuveen funds advised by the Adviser and noted that the Sub-Adviser manages other Nuveen ETFs. In addition, the Independent Board Members
reviewed certain historical performance-related data pertaining to the Index as well as the Fund’s contemplated secondary index (including (i) returns for the 1-year, 2-year annualized, 3-year annualized and since inception (i.e., beginning
June 30, 2015) annualized periods as of December 31, 2018 and (ii) calendar year returns for 2016 through 2018).
C. Fees, Expenses and Profitability
1. Fees and Expenses
In evaluating the management fees and
expenses that the Fund was expected to bear, the Independent Board Members considered, among other things, the Fund’s proposed unitary fee structure and its proposed net expense ratio in absolute terms as well as compared with the net expense
ratios of comparable ETFs.
In
considering the Fund’s proposed unitary fee structure, the Independent Board Members took into account the Adviser’s representation that unitary fee structures were generally common for ETFs. They noted that under this structure, the
Fund would pay a fee to the Adviser and, in turn, the Adviser would be generally responsible for the fees incurred by the Fund (such as custody fees, transfer agency fees, index licensing fees, and stock exchange listing fees, as well as the fee
paid to the Sub-Adviser), subject to certain exceptions (which included the management fee, any payments under the Trust’s distribution and service plan, interest expenses, taxes, acquired fund fees and expenses, expenses incurred in acquiring
and disposing of portfolio securities, certain compensation expenses of the Fund’s chief compliance officer, fees and expenses of the Independent Board Members and their counsel, litigation expenses and extraordinary expenses). In this regard,
the Independent Board Members were provided with estimates of the Fund’s anticipated expenses, including those that would be paid by the Adviser from the unitary fee and those that would be excluded from the unitary fee, to the extent
available.
In addition, in considering
the proposed unitary fee structure, the Independent Board Members took into account that the Adviser would generally bear the risk that certain of the Fund’s operating expenses would increase (but would also benefit if such expenses decrease)
and the degree of expense stability that would be afforded to the Fund’s shareholders. Additionally, the Independent Board Members reviewed, among other things, the Fund’s proposed unitary fee as well as comparative data pertaining to
unitary fees of the ETFs included in peer groups comprised of the ten most recently launched high yield bond ETFs (the “Recently Launched ETFs Peer Group”) and the ten largest high yield bond ETFs (the “Largest ETFs Peer
Group”). The Independent Board Members noted that (a) as compared to the Recently Launched ETFs Peer Group, the proposed unitary fee to be charged to the Fund was equal to the median fee and the average fee, and below the weighted average fee
and (b) as compared to the Largest ETFs Peer Group, the proposed unitary fee to be charged to the Fund was below the median fee, average fee and weighted average fee. Further, the Independent Board Members considered the proposed sub-advisory fee
for the Fund, which, as noted above, will be paid by the Adviser out of its unitary fee.
Based on their review of the fee and expense
information provided, the Independent Board Members determined that the Fund’s unitary fee was reasonable in light of the nature, extent and quality of services to be provided to the Fund.
2. Comparisons with the Fees of Other
Clients
The Board considered that the
Fund will pay a unitary fee, which will differ from most other investment companies advised by the Adviser which pay a variety of fees, such as the investment advisory fee; Rule 12b-1 fees, if any; transfer agency fees; custody fees; and other
expenses. The Board believed the unitary fee structure provides certain benefits to shareholders as it clearly discloses the cost of owning Fund shares, provides a level of cost certainty by shifting to the Adviser the risk that some of the costs of
operating the Fund may rise, and provides an incentive to the Adviser to maximize administrative efficiencies. As noted, the Board considered the unitary fee to be paid by the Fund in comparison to the unitary fees of the ETFs included in the
Recently Launched ETFs Peer Group and the Largest ETFs Peer Group.
The Board has also noted at prior meetings
that the Adviser and/or the Sub-Adviser provide services to other types of clients, which 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 has previously reviewed, among other things, the range of fees assessed for foreign investment companies and ETFs offered by Nuveen and 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 has 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 fee schedules. The Board has also 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 has also considered that the Nuveen