UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number 811-23161

Nushares ETF Trust

(Exact name of registrant as specified in charter)

Nuveen Investments

333 West Wacker Drive, Chicago, IL 60606

(Address of principal executive offices) (Zip code)

Diana R. Gonzalez

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: October 31

Date of reporting period: October 31, 2021

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.

 


Exchange-Traded
Funds
31 October
2021
Nuveen Exchange-Traded
Funds
Fund Name   Listing Exchange Ticker Symbol  
Nuveen ESG Dividend ETF   Cboe BZX Exchange, Inc. NUDV    
Nuveen ESG Emerging Markets Equity ETF   Cboe BZX Exchange, Inc. NUEM    
Nuveen ESG International Developed Markets Equity ETF   Cboe BZX Exchange, Inc. NUDM    
Nuveen ESG Large-Cap ETF   Cboe BZX Exchange, Inc. NULC    
Nuveen ESG Large-Cap Growth ETF   Cboe BZX Exchange, Inc. NULG    
Nuveen ESG Large-Cap Value ETF   Cboe BZX Exchange, Inc. NULV    
Nuveen ESG Mid-Cap Growth ETF   Cboe BZX Exchange, Inc. NUMG    
Nuveen ESG Mid-Cap Value ETF   Cboe BZX Exchange, Inc. NUMV    
Nuveen ESG Small-Cap ETF   Cboe BZX Exchange, Inc. NUSC    
As permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Funds' annual and semi-annual shareholder reports will not be sent to you by mail unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Funds' 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.
You may elect to receive shareholder reports and other communications from the Funds electronically at any time by contacting the financial intermediary (such as a broker-dealer or bank) through which you hold your Fund 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.
Annual Report


Life is Complex.
Nuveen makes things e-simple.
It only takes a minute to sign up for e-Reports. Once enrolled, you’ll receive an e-mail as soon as your Nuveen Fund information is ready. No more waiting for delivery by regular mail. Just click on the link within the e-mail to see the report and save it on your computer if you wish.
Free e-Reports right to your e-mail!
www.investordelivery.com
If you receive your Nuveen Fund distributions and statements from your financial professional or brokerage account.
or
www.nuveen.com/client-access
If you receive your Nuveen Fund distributions and statements directly from Nuveen.
Must be preceded by or accompanied by a prospectus.
NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE  


Table
of Contents
    
Chair’s Letter to Shareholders 4
Portfolio Managers’ Comments 5
Risk Considerations 9
Fund Performance and Expense Ratios 11
Holding Summaries 21
Expense Examples 30
Report of Independent Registered Public Accounting Firm 34
Portfolios of Investments 36
Statement of Assets and Liabilities 92
Statement of Operations 93
Statement of Changes in Net Assets 94
Financial Highlights 99
Notes to Financial Statements 103
Additional Fund Information 112
Glossary of Terms Used in this Report 114
Annual Investment Management Agreement Approval Process 117
Liquidity Risk Management Program 129
Trustees and Officers 130
3


Table of Contents
Chair’s Letter to Shareholders    
Dear Shareholders,
In 2021, we have seen a nearly full recovery in the economy and began to approach more normalcy in our daily lives, enabled by unprecedented help from governments and central banks and the development of effective COVID-19 vaccines and therapies. However, the newly discovered omicron variant is a reminder that pandemic risks are still with us, which has created uncertainty about the economic outlook in the coming year and contributed to recent short-term volatility in the markets.
As some factors that drove 2021’s rebound fade and the pandemic continues to pose some downside risk, global economic growth is expected to be slower but remain expansionary. In the U.S., the Federal Reserve has begun winding down its pandemic bond buying program and could begin raising short-term interest rates in 2022. The crisis-related fiscal stimulus totaling $5.3 trillion to support individuals and families, small and large businesses, state and local governments, education, public health and vaccinations will also phase out. Government spending will be lower from here but should continue to aid the global recovery in the coming year. In the U.S., the $1.2 trillion Infrastructure Investment and Jobs Act recently went into effect on November 15, 2021, funding upgrades to road, rail and air transportation, broadband internet, and power and water systems. Europe, Japan and China are also expected to roll out additional fiscal support in 2022.
Investors will continue to closely monitor inflation. The spread of the COVID-19 delta variant in 2021 exacerbated shortages of raw materials and labor and disrupted transportation and logistics, which contributed to inflation staying elevated for longer than expected. This prompted some central banks to begin withdrawing monetary stimulus measures and others to raise interest rates. The timing of monetary policy normalization will be a key focus in the markets, as will the progression of the virus, which can be difficult to predict given uneven vaccination rates around the world and the potential for new variants.
We anticipate periodic volatility as markets digest incoming data on economic activity levels, inflation, interest rates and COVID-19, as well as their impacts to consumer behavior and corporate profits. Short-term market fluctuations can provide your Fund opportunities to invest in new ideas as well as upgrade existing positioning while providing long-term value for shareholders. For more than 120 years, the careful consideration of risk and reward has guided Nuveen’s focus on delivering long-term results to our shareholders.
As the global economy shifts from the fast recovery phase to a new phase of expansion potentially impacted by inflations and new COVID strains, it may be an opportune time to assess your portfolio. We encourage you to review your time horizon, risk tolerance and investment goals with your financial professional.
On behalf of the other members of the Nuveen Fund Board, I look forward to continuing to earn your trust in the months and years ahead.
Terence J. Toth
Chair of the Board
December 22, 2021
 
4


Table of Contents
Portfolio Managers’
Comments    
Nuveen ESG Dividend ETF (NUDV)
Nuveen ESG Emerging Markets Equity ETF (NUEM)
Nuveen ESG International Developed Markets Equity ETF (NUDM)
Nuveen ESG Large-Cap ETF (NULC)
Nuveen ESG Large-Cap Growth ETF (NULG)
Nuveen ESG Large-Cap Value ETF (NULV)
Nuveen ESG Mid-Cap Growth ETF (NUMG)
Nuveen ESG Mid-Cap Value ETF (NUMV)
Nuveen ESG Small-Cap ETF (NUSC)
These Funds feature portfolio management by Teachers Advisors, LLC, an affiliate of Nuveen Fund Advisors, LLC. Below, the Funds’ portfolio managers, Philip James (Jim) Campagna, CFA, and Lei Liao, CFA, discuss global economic and market conditions, key investment strategies and the performance of the Funds during the twelve-month reporting period. Jim and Lei have managed the Funds since their commencement of operations on December 13, 2016 (NULG, NULV, NUMG, NUMV and NUSC), June 6, 2017 (NUDM and NUEM), June 3, 2019 (NULC) and September 27, 2021 (NUDV).
For more information on the Funds’ investment objectives and policies, please refer to the prospectus.
What factors affected the global economy and the stock market during the annual reporting period ended October 31, 2021?
Supported by massive fiscal and monetary stimulus and economic reopening, the U.S. economy rebounded more quickly than expected from the deep downturn caused by the COVID-19 crisis and containment measures. The federal government’s relief measures have totaled approximately $5.3 trillion across six aid packages, which included direct payments to individuals and families, expanded unemployment insurance, loans to large and small businesses, funding for hospitals and health agencies, state and local governments, education and public health/vaccinations. Additionally, while not technically a pandemic spending measure, the $1.2 trillion Infrastructure Investment and Jobs Act that funds improvements to roads/bridges, broadband internet, airports and ports, and water and power systems was signed into law after the close of this reporting period on November 15, 2021. The U.S. Federal Reserve (Fed) has maintained short-term interest rates near zero and enacted credit facilities to help keep the financial system stable, lowering borrowing costs for businesses and individuals.
By the start of this reporting period, markets had largely stabilized from the initial shock of the health crisis. To recap, in March 2020, equity and commodity markets sold off and safe-haven assets rallied as countries initiated quarantines, restricted travel and shuttered factories and businesses, while an ill-timed oil price war between the Organization of the Petroleum Exporting Countries (OPEC) and non-OPEC member Russia further amplified oil price volatility. In late 2020, the announcement of high efficacy rates in several COVID 19 vaccine trials, followed by regulatory authorizations and public vaccination drives across Western countries, improved the outlook for 2021, which contributed to risk-on sentiment in the markets. The positive sentiment was realized during the first half of 2021 as

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 Funds disclaim 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.
5


Table of Contents
Portfolio Managers’ Comments (continued)
U.S. gross domestic product (GDP) expanded at an annualized rate of 6.3% in the first quarter of 2021 and 6.7% in the second quarter of 2021. However, economic growth slowed considerably in the third quarter of 2021 to a 2.1% annualized rate, dampened by the spread of the COVID-19 delta variant and constricted supply chains, according to the “second” estimate released by the Bureau of Economic Analysis.
Although supply bottlenecks, labor shortages and higher inflation have weighed on economic growth in the short term, consumer demand remains strong. Given the U.S. economy’s progress, the Fed began signaling a timeline for tapering pandemic monetary support by reducing its monthly bond purchases (which was initially announced at the November 2021 policy meeting, after the close of this reporting period), as well as suggested interest rate normalization that could start later in 2022. In addition to monetary policy, markets remained concerned about the political gridlock over raising the debt ceiling  –  the amount the U.S. government is allowed to borrow. (After the close of this reporting period, the government approved a $2.5 trillion increase to the debt limit, averting a default at the end of 2021.)
A backdrop of strong, though moderating, global economic growth, accommodative central bank tightening policy, significant government relief spending, increasing vaccination rates and economic reopening drove global equities higher in the twelve-month reporting period. This environment led to strong performance across some of the more economically sensitive areas of the market, while traditionally defensive sectors such as consumer staples, utilities and health care lagged. However, concerns about inflation risks tempered the gains at times, particularly in the second half of the period as price pressures were longer-lasting than initially anticipated and markets began pricing in central bank policy shifts.
What key strategies were used to manage the Funds during the twelve-month reporting period ended October 31, 2021?
The Funds employ a passive management (or “indexing”) approach, seeking to track the investment results, before fees and expenses, of their respective Custom Indexes, which are comprised solely of equity securities selected from a Base Index that meet certain environmental, social and governance (“ESG”) criteria. Each Fund seeks to track its Custom Index by investing all, or substantially all, of its assets in the securities represented in its Custom Index in approximately the same proportions. Each Fund rebalances its holdings quarterly in response to the quarterly rebalance of its Custom Index, which occurs in February, May, August and November.
NUDV seeks to track the investment results, before fees and expenses, of the TIAA ESG USA High Dividend Index (the “NUDV Custom Index”), which is comprised of equity securities issued by large and mid-capitalization companies listed on U.S. exchanges. The TIAA ESG USA High Dividend Yield Index aims to represent the performance of a set of securities with high dividend income and quality characteristics while maximizing the exposure to positive environmental, social and governance (ESG) factors as well as exhibit lower carbon exposure than the MSCI USA Index. The NUDV Custom Index selects from the securities included in the MSCI USA Index (the “NUDV Base Index”), which generally consists of the large and mid-capitalization segments of the U.S. market.
NUEM seeks to track the investment results, before fees and expenses, of the TIAA ESG Emerging Markets Equity Index (the “NUEM Custom Index”), which is comprised solely of listed equity securities issued by companies (and depositary receipts representing such securities) located in countries within emerging markets, and uses a rules-based methodology that aims to increase exposure to positive environmental, social and governance (ESG) factors as well as exhibit lower carbon exposure than the MSCI Emerging Markets Index. The NUEM Custom Index selects from the securities included in the MSCI Emerging Markets Index (the “NUEM Base Index”), which currently consists of large and mid-capitalization companies located in one of the following 26 emerging market countries: Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Pakistan, Peru, Philippines, Poland, Qatar, Russia, Saudi Arabia, South Africa, Taiwan, Thailand, Turkey and the United Arab Emirates.
NUDM seeks to track the investment results, before fees and expenses, of the TIAA ESG International Developed Markets Equity Index (the “NUDM Custom Index”), which is comprised solely of listed equity securities issued by companies (and depositary receipts representing such securities) located in countries within developed markets, excluding the United States and Canada, and uses a rules-based methodology that aims to increase exposure to positive environmental, social and governance (ESG) factors as well as exhibit lower carbon exposure than the MSCI EAFE Index. The NUDM Custom Index selects from the securities included in the MSCI EAFE Index (the “NUDM Base Index”), which currently consists of large and mid-capitalization companies located in one of the following 21 developed market countries: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom.
6


Table of Contents
NULC seeks to track the investment results, before fees and expenses, of the TIAA ESG USA Large-Cap Index (the “NULC Custom Index”), which is comprised of equity securities issued by large capitalization companies listed on U.S. exchanges, and uses a rules-based methodology that aims to increase exposure to positive environmental, social and governance (ESG) factors as well as exhibit lower carbon exposure than the MSCI USA Index. The NULC Custom Index selects from the securities included in the MSCI USA Index (the “NULC Base Index”), which generally consists of the large and mid-capitalization segments of the U.S. market.
NULG seeks to track the investment results, before fees and expenses, of the TIAA ESG USA Large-Cap Growth Index (the “NULG Custom Index”), which is comprised of equity securities issued by large-capitalization companies listed on U.S. exchanges, and uses a rules-based methodology that aims to increase exposure to positive environmental, social and governance (ESG) factors as well as exhibit lower carbon exposure than the MSCI USA Growth Index. The NULG Custom Index selects from the securities included in the MSCI USA Growth Index (the “NULG Base Index”), which generally consists of large and mid-capitalization U.S. equity securities that exhibit overall growth style characteristics based on five variables: long-term forward earnings per share (“EPS”) growth rate, short-term forward EPS growth rate, current internal growth rate, long-term historical EPS growth trend, and long-term historical sales per share growth trend.
NULV seeks to track the investment results, before fees and expenses, of the TIAA ESG USA Large-Cap Value Index (the “NULV Custom Index”), which is comprised of equity securities issued by large-capitalization companies listed on U.S. exchanges, and uses a rules-based methodology that aims to increase exposure to positive environmental, social and governance (ESG) factors as well as exhibit lower carbon exposure than the MSCI USA Value Index. The NULV Custom Index selects from the securities included in the MSCI USA Value Index (the “NULV Base Index”), which generally consists of large and mid-capitalization U.S. equity securities that exhibit overall value style characteristics based on three variables: book value to price, twelve-month forward earnings to price and dividend yield.
NUMG seeks to track the investment results, before fees and expenses, of the TIAA ESG USA Mid-Cap Growth Index (the “NUMG Custom Index”), which is comprised of equity securities issued by mid-capitalization companies listed on U.S. exchanges, and uses a rules-based methodology that aims to increase exposure to positive environmental, social and governance (ESG) factors as well as exhibit lower carbon exposure than the MSCI USA Mid-Cap Growth Index. The NUMG Custom Index selects from the securities included in the MSCI USA Mid-Cap Growth Index (the “NUMG Base Index”), which generally consists of mid-capitalization U.S. equity securities that exhibit overall growth style characteristics based on five variables: long-term forward EPS growth rate, short-term forward EPS growth rate, current internal growth rate, long-term historical EPS growth trend and long-term historical sales per share growth trend.
NUMV seeks to track the investment results, before fees and expenses, of the TIAA ESG USA Mid-Cap Value Index (the “NUMV Custom Index”), which is comprised of equity securities issued by mid-capitalization companies listed on U.S. exchanges, and uses a rules-based methodology that aims to increase exposure to positive environmental, social and governance (ESG) factors as well as exhibit lower carbon exposure than the MSCI USA Mid-Cap Value Index. The NUMV Custom Index selects from the securities included in the MSCI USA Mid-Cap Value Index (the “NUMV Base Index”), which generally consists of mid-capitalization U.S. equity securities that exhibit overall value style characteristics based on three variables: book value to price, twelve-month forward earnings to price and dividend yield.
NUSC seeks to track the investment results, before fees and expenses, of the TIAA ESG USA Small-Cap Index (the “NUSC Custom Index”), which is comprised of equity securities issued by small-capitalization companies listed on U.S. exchanges, and uses a rules-based methodology that aims to increase exposure to positive environmental, social and governance (ESG) factors as well as exhibit lower carbon exposure than the MSCI USA Small-Cap Index. The NUSC Custom Index selects from the securities included in the MSCI USA Small-Cap Index (the “NUSC Base Index”), which generally consists of the small-capitalization segment of the U.S. market.
MSCI Inc. (“MSCI”) is the index provider for each Custom Index and Base Index. Each Custom Index and Base Index are owned, calculated and controlled by MSCI, in its sole discretion. Neither the sub-adviser nor its affiliates has any discretion to select Index components or change the Custom Index’s methodology. Each Custom Index identifies equity securities from its Base Index that satisfy certain ESG criteria, based on ESG performance data collected by MSCI ESG Research, Inc. ESG performance is measured on an industry-specific basis, with assessment categories varying by industry
7


Table of Contents
Portfolio Managers’ Comments (continued)
How did the Funds perform during the twelve-month reporting period ended October 31, 2021?
The tables in each Fund’s Performance Overview and Expense Ratios section of this report provide each Fund’s total return performance at net asset value (NAV) for the period ended October 31, 2021. Each Fund’s total returns at NAV are compared with the performance of its respective Custom Index.
As global equity markets appreciated over the trailing twelve-month period, the Funds with at least one year of performance posted double-digit advances ranging from 18.5% (NUEM) to 52% (NUMV). The total return for each Fund with at least one year of performance underperformed its respective Custom Index during the reporting period, and NUDV performed in-line with its Custom Index for its abbreviated reporting period. The Funds’ performance at NAV reflects management fees and other expenses such as cash drag and transaction costs incurred by the Funds during the reporting periods while the Custom Indexes are unmanaged and therefore their returns do not reflect any such fees and expenses. Gross of management fees and other expenses, all of the Funds performed in-line with their respective Custom Indexes over the reporting periods with the exception of NUEM. Transaction costs such as commissions and exchange taxes and fees, which can be higher in emerging markets, negatively impacted NUEM’s performance relative to the NUEM Custom Index.
8


Table of Contents
Risk Considerations    
Nuveen ESG Dividend ETF (NUDV)
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. In addition, because the Index selects securities for inclusion based on environmental, social, and governance (ESG) criteria, the Fund may forgo some market opportunities available to funds that don’t use these criteria. The value of equity securities may decline significantly over short or extended periods of time. Dividend-paying stocks, such as those held by the Fund, are subject to market risk, concentration or sector risk, preferred security risk, and common stock risk. These and other risk considerations are described in detail in the Fund’s prospectus.
Nuveen ESG Emerging Markets Equity ETF (NUEM)
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. Non-U.S. investments involve risks such as currency fluctuation, political and economic instability, lack of liquidity and differing legal and accounting standards. These risks are magnified in emerging markets. Due to the percentage weight within the base index, the Fund may at times be significantly invested in certain countries, such as China. Investing in China involves additional risks, including a reduction in growth if global or domestic demand for Chinese goods decreases significantly, pricing anomalies that may be connected to governmental influence, a lack of publicy-available information and/or social instability. In addition, because the Index selects securities for inclusion based on environmental, social, and governance (ESG) criteria, the Fund may forgo some market opportunities available to funds that don’t use these criteria. A portfolio concentrated in a single industry sector or country may present more risk than a portfolio broadly diversified over several industries or countries. These and other risks, such as mid-cap stock risk, are described in the Fund’s prospectus.
Nuveen ESG International Developed Markets Equity ETF (NUDM)
Investing involves risk; principal loss is possible. There is no guarantee the Fund’s investment objectives will be achieved. This exchange-traded fund seeks to generally track the investment results of an index; however the Fund may underperform, outperform or be more volatile than the referenced index. Non-U.S. investments involve risks such as currency fluctuation, political and economic instability, lack of liquidity and differing legal and accounting standards. In addition, because the Index selects securities for inclusion based on environmental, social, and governance (ESG) criteria, the Fund may forgo some market opportunities available to funds that don’t use these criteria. A portfolio concentrated in a single industry sector or country may present more risk than a portfolio broadly diversified over several industries or countries. These and other risks, such as mid-cap stock risk, are described in the Fund’s prospectus.
Nuveen ESG Large-Cap ETF (NULC)
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. In addition, because the Index selects securities for inclusion based on environmental, social, and governance (ESG) criteria, the Fund may forgo some market opportunities available to funds that don't use these criteria. The value of equity securities may decline significantly over short or extended periods of time. Because it invests primarily in large-capitalization stocks, the Fund may underperform funds that invest primarily in stocks of smaller capitalization companies during periods when the stocks of such companies are in favor. These and other risk considerations are described in detail in the Fund's prospectus.
Nuveen ESG Large-Cap Growth ETF (NULG)
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. In addition, because the Index selects securities for inclusion based on environmental, social, and governance (ESG) criteria, the Fund may forgo some market opportunities available to funds that don’t use these criteria. The value of equity se-
9


Table of Contents
Risk Considerations (continued)
curities may decline significantly over short or extended periods of time. Growth stocks tend to be more volatile and can experience sharp price declines. Because it invests primarily in large-capitalization stocks, the Fund may underperform funds that invest primarily in stocks of smaller capitalization companies during periods when the stocks of such companies are in favor. These and other risk considerations are described in detail in the Fund’s prospectus.
Nuveen ESG Large-Cap Value ETF (NULV)
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. In addition, because the Index selects securities for inclusion based on environmental, social, and governance (ESG) criteria, the Fund may forgo some market opportunities available to funds that don’t use these criteria. The value of equity securities may decline significantly over short or extended periods of time. Value stocks may not be fully recognized by the market and be undervalued. Because it invests primarily in large-capitalization stocks, the Fund may underperform funds that invest primarily in stocks of smaller capitalization companies during periods when the stocks of such companies are in favor. These and other risk considerations are described in detail in the Fund’s prospectus.
Nuveen ESG Mid-Cap Growth ETF (NUMG)
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. In addition, because the Index selects securities for inclusion based on environmental, social, and governance (ESG) criteria, the Fund may forgo some market opportunities available to funds that don’t use these criteria. The value of equity securities may decline significantly over short or extended periods of time. Because it invests primarily in mid-capitalization stocks, the Fund may be subject to greater volatility than those that invest in larger companies, but may be less volatile than investments in smaller companies. Growth stocks tend to be more volatile and can experience sharp price declines. These and other risk considerations are described in detail in the Fund’s prospectus.
Nuveen ESG Mid-Cap Value ETF (NUMV)
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. In addition, because the Index selects securities for inclusion based on environmental, social, and governance (ESG) criteria, the Fund may forgo some market opportunities available to funds that don’t use these criteria. The value of equity securities may decline significantly over short or extended periods of time. Value stocks may not be fully recognized by the market and be undervalued. Because it invests primarily in mid-capitalization stocks, the Fund may be subject to greater volatility than those that invest in larger companies, but may be less volatile than investments in smaller companies. These and other risk considerations are described in detail in the Fund’s prospectus.
Nuveen ESG Small-Cap ETF (NUSC)
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. In addition, because the Index selects securities for inclusion based on environmental, social, and governance (ESG) criteria, the Fund may forgo some market opportunities available to funds that don’t use these criteria. The value of equity securities may decline significantly over short or extended periods of time. Investments in smaller companies are subject to greater volatility than those of larger companies. These and other risk considerations are described in detail in the Fund’s prospectus.
10


Table of Contents
Fund Performance and Expense Ratios    
The Fund Performance and Expense Ratio for each 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 Ratios
The expense ratios shown are as of each Fund's most recent prospectus. The expense ratios shown reflect total operating expenses (before fee waivers and/or expense reimbursements, if any). The expense ratios include management fees and other fees and expenses. Refer to the Financial Highlights later in this report for each Fund's expense ratios as of the end of the reporting period.
11


Table of Contents
Fund Performance and Expense Ratios (continued)
Nuveen ESG Dividend ETF (NUDV)
Refer to the first page of this Fund Performance and Expense Ratios 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
  Total Returns as of October 31, 2021  
    Cumulative  
  Inception
Date
Since
Inception
Expense
Ratios
NUDV at NAV 9/27/21 2.74% 0.25%
NUDV at Market Price 9/27/21 2.85% -
MSCI USA Index - 3.69% -
TIAA ESG USA High Dividend Yield Index1 - 2.78% -
1 For purposes of Fund performance, relative results are measured against this Index.
Growth of an Assumed $10,000 Investment as of October 31, 2021
The graphs do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares.
12


Table of Contents
Nuveen ESG Emerging Markets Equity ETF (NUEM)
Refer to the first page of this Fund Performance and Expense Ratios 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
  Total Returns as of October 31, 2021  
    Average Annual  
  Inception
Date
1-Year Since
Inception
Expense
Ratios
NUEM at NAV 6/06/17 18.45% 8.84% 0.35%
NUEM at Market Price 6/06/17 17.77% 8.83% -
MSCI Emerging Markets Index - 16.96% 7.63% -
TIAA ESG Emerging Markets Equity Index1 - 19.69% 9.72% -
1 For purposes of Fund performance, relative results are measured against this Index.
Growth of an Assumed $10,000 Investment as of October 31, 2021
The graphs do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares.
13


Table of Contents
Fund Performance and Expense Ratios (continued)
Nuveen ESG International Developed Markets Equity ETF (NUDM)
Refer to the first page of this Fund Performance and Expense Ratios 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
  Total Returns as of October 31, 2021  
    Average Annual  
  Inception
Date
1-Year Since
Inception
Expense
Ratios
NUDM at NAV 6/06/17 34.83% 8.01% 0.30%
NUDM at Market Price 6/06/17 34.73% 8.16% -
MSCI EAFE Index - 34.18% 7.41% -
TIAA ESG International Developed Markets Equity Index1 - 35.26% 8.32% -
1 For purposes of Fund performance, relative results are measured against this Index.
Growth of an Assumed $10,000 Investment as of October 31, 2021
The graphs do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares.
14


Table of Contents
Nuveen ESG Large-Cap ETF (NULC)
Refer to the first page of this Fund Performance and Expense Ratios 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
  Total Returns as of October 31, 2021  
    Average Annual  
  Inception
Date
1-Year Since
Inception
Expense
Ratios
NULC at NAV 6/03/19 45.28% 28.23% 0.20%
NULC at Market Price 6/03/19 45.91% 28.29% -
MSCI USA Index - 43.34% 27.10% -
TIAA ESG USA Large-Cap Index1 - 45.69% 28.57% -
1 For purposes of Fund performance, relative results are measured against this Index.
Growth of an Assumed $10,000 Investment as of October 31, 2021
The graphs do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares.
15


Table of Contents
Fund Performance and Expense Ratios (continued)
Nuveen ESG Large-Cap Growth ETF (NULG)
Refer to the first page of this Fund Performance and Expense Ratios 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
  Total Returns as of October 31, 2021  
    Average Annual  
  Inception
Date
1-Year Since
Inception
Expense
Ratios
NULG at NAV 12/31/16 49.04% 26.05% 0.25%
NULG at Market Price 12/31/16 49.29% 26.06% -
MSCI USA Growth Index - 43.85% 25.53% -
TIAA ESG USA Large-Cap Growth Index1 - 49.68% 26.55% -
1 For purposes of Fund performance, relative results are measured against this Index.
Growth of an Assumed $10,000 Investment as of October 31, 2021
The graphs do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares.
16


Table of Contents
Nuveen ESG Large-Cap Value ETF (NULV)
Refer to the first page of this Fund Performance and Expense Ratios 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
  Total Returns as of October 31, 2021  
    Average Annual  
  Inception
Date
1-Year Since
Inception
Expense
Ratios
NULV at NAV 12/31/16 39.68% 11.46% 0.25%
NULV at Market Price 12/31/16 39.63% 11.47% -
MSCI USA Value Index - 42.72% 10.71% -
TIAA ESG USA Large-Cap Value Index1 - 40.28% 11.87% -
1 For purposes of Fund performance, relative results are measured against this Index.
Growth of an Assumed $10,000 Investment as of October 31, 2021
The graphs do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares.
17


Table of Contents
Fund Performance and Expense Ratios (continued)
Nuveen ESG Mid-Cap Growth ETF (NUMG)
Refer to the first page of this Fund Performance and Expense Ratios 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
  Total Returns as of October 31, 2021  
    Average Annual  
  Inception
Date
1-Year Since
Inception
Expense
Ratios
NUMG at NAV 12/31/16 39.51% 20.96% 0.30%
NUMG at Market Price 12/31/16 39.92% 20.97% -
MSCI USA Mid-Cap Growth Index - 44.51% 20.76% -
TIAA ESG USA Mid-Cap Growth Index1 - 40.15% 21.49% -
1 For purposes of Fund performance, relative results are measured against this Index.
Growth of an Assumed $10,000 Investment as of October 31, 2021
The graphs do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares.
18


Table of Contents
Nuveen ESG Mid-Cap Value ETF (NUMV)
Refer to the first page of this Fund Performance and Expense Ratios 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
  Total Returns as of October 31, 2021  
    Average Annual  
  Inception
Date
1-Year Since
Inception
Expense
Ratios
NUMV at NAV 12/31/16 51.97% 11.10% 0.30%
NUMV at Market Price 12/31/16 52.06% 11.14% -
MSCI USA Mid-Cap Value Index - 51.31% 10.81% -
TIAA ESG USA Mid-Cap Value Index1 - 52.72% 11.57% -
1 For purposes of Fund performance, relative results are measured against this Index.
Growth of an Assumed $10,000 Investment as of October 31, 2021
The graphs do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares.
19


Table of Contents
Fund Performance and Expense Ratios (continued)
Nuveen ESG Small-Cap ETF (NUSC)
Refer to the first page of this Fund Performance and Expense Ratios 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
  Total Returns as of October 31, 2021  
    Average Annual  
  Inception
Date
1-Year Since
Inception
Expense
Ratios
NUSC at NAV 12/31/16 48.28% 14.38% 0.30%
NUSC at Market Price 12/31/16 48.03% 14.38% -
MSCI USA Small-Cap Index - 52.01% 14.10% -
TIAA ESG USA Small-Cap Index1 - 48.95% 14.86% -
1 For purposes of Fund performance, relative results are measured against this Index.
Growth of an Assumed $10,000 Investment as of October 31, 2021
The graphs do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares.
20


Table of Contents
Holding Summaries    as of October 31, 2021
This data relates to the securities held in each 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 ESG Dividend ETF (NUDV)
Fund Allocation
(% of net assets)
 
Common Stocks 99.6%
Other Assets Less Liabilities 0.4%
Net Assets 100%
Portfolio Composition
(% of net assets)
 
Financials 20.0%
Industrials 14.7%
Consumer Staples 12.3%
Health Care 11.3%
Information Technology 11.0%
Real Estate 7.8%
Consumer Discretionary 7.0%
Communication Services 4.8%
Utilities 4.6%
Materials 4.1%
Energy 2.0%
Other Assets Less Liabilities 0.4%
Net Assets 100%
Top Five Common Stock Holdings
(% of net assets)
 
Home Depot Inc 2.4%
Procter & Gamble Co 2.1%
Lowe's Cos Inc 1.8%
PepsiCo Inc 1.8%
Coca-Cola Co 1.8%
21


Table of Contents
Holding Summaries    as of October 31, 2021 (continued)
Nuveen ESG Emerging Markets Equity ETF (NUEM)
Fund Allocation
(% of net assets)
 
Common Stocks 100.1%
Corporate Bonds 0.0%
Common Stock Rights 0.0%
Other Assets Less Liabilities (0.1)%
Net Assets 100%
    
Top Five Common Stock Holdings
(% of net assets)
 
Taiwan Semiconductor Manufacturing Co Ltd 8.0%
Tencent Holdings Ltd 6.0%
Alibaba Group Holding Ltd 4.8%
Meituan., Class B 2.7%
Infosys Ltd 2.0%
Portfolio Composition
(% of net assets)
 
Information Technology 20.6%
Financials 16.7%
Consumer Discretionary 16.5%
Communication Services 11.0%
Materials 10.1%
Industrials 6.7%
Consumer Staples 6.4%
Health Care 4.5%
Utilities 2.8%
Energy 2.6%
Real Estate 2.2%
Other Assets Less Liabilities (0.1)%
Net Assets 100%
Country Allocation1
(% of net assets)
 
China 36.3%
Taiwan 15.4%
India 11.7%
South Korea 11.7%
Brazil 4.1%
Saudi Arabia 3.5%
South Africa 3.1%
Mexico 2.0%
Russia 1.8%
Thailand 1.7%
Other 8.8%
Other Assets Less Liabilities (0.1)%
Net Assets 100%
1 Includes 100.0% (as a percentage of net assets) in emerging market countries.  
22


Table of Contents
Nuveen ESG International Developed Markets Equity ETF (NUDM)
Fund Allocation
(% of net assets)
 
Common Stocks 99.4%
Other Assets Less Liabilities 0.6%
Net Assets 100%
    
Top Five Common Stock Holdings
(% of net assets)
 
Nestle SA 3.5%
Sony Group Corp 2.3%
ASML Holding NV 2.3%
SAP SE 2.1%
GlaxoSmithKline PLC 1.8%
Portfolio Composition
(% of net assets)
 
Financials 18.3%
Industrials 15.9%
Consumer Discretionary 14.0%
Health Care 12.4%
Consumer Staples 11.7%
Information Technology 8.2%
Materials 7.4%
Communication Services 4.7%
Real Estate 2.7%
Utilities 2.3%
Energy 1.8%
Other Assets Less Liabilities 0.6%
Net Assets 100%
Country Allocation
(% of net assets)
 
Japan 23.2%
United Kingdom 14.4%
Switzerland 10.4%
France 9.7%
Germany 8.7%
Australia 6.8%
Netherlands 5.2%
Sweden 3.3%
Italy 3.2%
Hong Kong 3.0%
Other 11.5%
Other Assets Less Liabilities 0.6%
Net Assets 100%
23


Table of Contents
Holding Summaries    as of October 31, 2021 (continued)
Nuveen ESG Large-Cap ETF (NULC)
Fund Allocation
(% of net assets)
 
Common Stocks 99.8%
Other Assets Less Liabilities 0.2%
Net Assets 100%
Portfolio Composition
(% of net assets)
 
Information Technology 28.5%
Health Care 12.7%
Financials 12.3%
Consumer Discretionary 12.2%
Communication Services 9.6%
Industrials 8.3%
Consumer Staples 6.2%
Real Estate 3.5%
Materials 2.6%
Energy 2.0%
Utilities 1.9%
Other Assets Less Liabilities 0.2%
Net Assets 100%
    
Top Five Common Stock Holdings
(% of net assets)
 
Microsoft Corp 6.4%
Tesla Inc 3.4%
Alphabet Inc, Class A 3.4%
NVIDIA Corp 2.9%
Alphabet Inc, Class C 2.1%
24


Table of Contents
Nuveen ESG Large-Cap Growth ETF (NULG)
Fund Allocation
(% of net assets)
 
Common Stocks 99.9%
Investments Purchased with Collateral from Securities Lending 0.2%
Other Assets Less Liabilities (0.1)%
Net Assets 100%
Portfolio Composition
(% of net assets)
 
Information Technology 41.0%
Consumer Discretionary 17.0%
Communication Services 14.2%
Health Care 11.2%
Industrials 5.0%
Financials 4.3%
Consumer Staples 3.0%
Materials 2.1%
Real Estate 1.7%
Energy 0.4%
Investments Purchased with Collateral from Securities Lending 0.2%
Other Assets Less Liabilities (0.1)%
Net Assets 100%
Top Five Common Stock Holdings
(% of net assets)
 
Microsoft Corp 12.2%
Tesla Inc 6.0%
Alphabet Inc, Class A 5.3%
NVIDIA Corp 4.5%
Alphabet Inc, Class C 4.0%
25


Table of Contents
Holding Summaries    as of October 31, 2021 (continued)
Nuveen ESG Large-Cap Value ETF (NULV)
Fund Allocation
(% of net assets)
 
Common Stocks 99.8%
Other Assets Less Liabilities 0.2%
Net Assets 100%
Portfolio Composition
(% of net assets)
 
Financials 22.1%
Health Care 16.2%
Industrials 13.6%
Information Technology 10.9%
Consumer Staples 10.6%
Communication Services 5.5%
Consumer Discretionary 5.5%
Real Estate 5.2%
Utilities 4.2%
Energy 3.0%
Materials 3.0%
Other Assets Less Liabilities 0.2%
Net Assets 100%
Top Five Common Stock Holdings
(% of net assets)
 
Procter & Gamble Co 2.9%
Home Depot Inc 2.7%
Coca-Cola Co 2.4%
PepsiCo Inc 2.4%
Intel Corp 2.1%
26


Table of Contents
Nuveen ESG Mid-Cap Growth ETF (NUMG)
Fund Allocation
(% of net assets)
 
Common Stocks 99.9%
Other Assets Less Liabilities 0.1%
Net Assets 100%
Portfolio Composition
(% of net assets)
 
Information Technology 39.5%
Health Care 18.3%
Consumer Discretionary 12.7%
Industrials 12.0%
Communication Services 9.1%
Financials 3.3%
Energy 1.9%
Materials 1.8%
Consumer Staples 1.3%
Other Assets Less Liabilities 0.1%
Net Assets 100%
Top Five Common Stock Holdings
(% of net assets)
 
Marvell Technology Inc 3.6%
Cadence Design Systems Inc 3.3%
HubSpot Inc 3.0%
Match Group Inc 2.9%
Etsy Inc 2.8%
27


Table of Contents
Holding Summaries    as of October 31, 2021 (continued)
Nuveen ESG Mid-Cap Value ETF (NUMV)
Fund Allocation
(% of net assets)
 
Common Stocks 99.8%
Investments Purchased with Collateral from Securities Lending 0.1%
Other Assets Less Liabilities 0.1%
Net Assets 100%
Portfolio Composition
(% of net assets)
 
Financials 22.1%
Industrials 16.9%
Real Estate 14.3%
Consumer Discretionary 11.2%
Information Technology 7.9%
Health Care 5.4%
Materials 5.1%
Communication Services 4.7%
Energy 4.6%
Utilities 4.4%
Consumer Staples 3.2%
Investments Purchased with Collateral from Securities Lending 0.1%
Other Assets Less Liabilities 0.1%
Net Assets 100%
Top Five Common Stock Holdings
(% of net assets)
 
Arthur J Gallagher & Co 2.4%
Carrier Global Corp 2.4%
SVB Financial Group 2.3%
ONEOK Inc 2.1%
Kansas City Southern 2.1%
28


Table of Contents
Nuveen ESG Small-Cap ETF (NUSC)
Fund Allocation
(% of net assets)
 
Common Stocks 99.9%
Investments Purchased with Collateral from Securities Lending 0.7%
Other Assets Less Liabilities (0.6)%
Net Assets 100%
Portfolio Composition
(% of net assets)
 
Industrials 16.4%
Information Technology 15.3%
Consumer Discretionary 15.1%
Financials 14.6%
Health Care 14.0%
Real Estate 9.8%
Materials 4.5%
Energy 3.4%
Consumer Staples 3.3%
Utilities 2.0%
Communication Services 1.5%
Investments Purchased with Collateral from Securities Lending 0.7%
Other Assets Less Liabilities (0.6)%
Net Assets 100%
Top Five Common Stock Holdings
(% of net assets)
 
Darling Ingredients Inc 1.0%
SiteOne Landscape Supply Inc 0.8%
First Horizon Corp 0.7%
Reliance Steel & Aluminum Co 0.7%
Bright Horizons Family Solutions Inc 0.7%
29


Table of Contents
Expense Examples    
As a shareholder of one or more of the Funds, 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 Funds and to compare these costs with the ongoing costs of investing in other funds. Since NUDV’s expense example below reflects only the first 35 days of the Fund’s operations, it may not provide a meaningful understanding of the Fund’s ongoing expenses.
The Examples below are based on an investment of $1,000 invested at the beginning of the period and held through the period ended October 31, 2021.
The beginning of the period of NUDV is September 27, 2021 (commencement of operations). The beginning of the period for NUEM, NUDM, NULC, NULG, NULV, NUMG, NUMV and NUSC is May 1, 2021.
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 each 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 ESG Dividend ETF (NUDV)
Actual Performance  
Beginning Account Value $1,000.00
Ending Account Value $1,027.40
Expenses Incurred During Period $ 0.24
Hypothetical Performance
(5% annualized return before expenses)
 
Beginning Account Value $1,000.00
Ending Account Value $1,004.55
Expenses Incurred During the Period $ 0.24
Expenses are equal to the Fund's annualized net expense ratio of 0.25% multiplied by the average account value over the period, multiplied by 35/365 (to reflect the 35 days in the period since commencement of operations).
30


Table of Contents
Nuveen ESG Emerging Markets Equity ETF (NUEM)
Actual Performance  
Beginning Account Value $1,000.00
Ending Account Value $ 960.90
Expenses Incurred During Period $ 2.13
Hypothetical Performance
(5% annualized return before expenses)
 
Beginning Account Value $1,000.00
Ending Account Value $1,023.04
Expenses Incurred During the Period $ 2.19
Expenses are equal to the Fund's annualized net expense ratio of 0.43% multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).
Nuveen ESG International Developed Markets Equity ETF (NUDM)
Actual Performance  
Beginning Account Value $1,000.00
Ending Account Value $1,047.30
Expenses Incurred During Period $ 1.96
Hypothetical Performance
(5% annualized return before expenses)
 
Beginning Account Value $1,000.00
Ending Account Value $1,023.29
Expenses Incurred During the Period $ 1.94
Expenses are equal to the Fund's annualized net expense ratio of 0.38% multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).
Nuveen ESG Large-Cap ETF (NULC)
Actual Performance  
Beginning Account Value $1,000.00
Ending Account Value $1,114.20
Expenses Incurred During Period $ 1.07
Hypothetical Performance
(5% annualized return before expenses)
 
Beginning Account Value $1,000.00
Ending Account Value $1,024.20
Expenses Incurred During the Period $ 1.02
Expenses are equal to the Fund's annualized net expense ratio of 0.20% multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).
31


Table of Contents
Expense Examples    (continued)
Nuveen ESG Large-Cap Growth ETF (NULG)
Actual Performance  
Beginning Account Value $1,000.00
Ending Account Value $1,172.20
Expenses Incurred During Period $ 1.81
Hypothetical Performance
(5% annualized return before expenses)
 
Beginning Account Value $1,000.00
Ending Account Value $1,023.54
Expenses Incurred During the Period $ 1.68
Expenses are equal to the Fund's annualized net expense ratio of 0.33% multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).
Nuveen ESG Large-Cap Value ETF (NULV)
Actual Performance  
Beginning Account Value $1,000.00
Ending Account Value $1,056.40
Expenses Incurred During Period $ 1.71
Hypothetical Performance
(5% annualized return before expenses)
 
Beginning Account Value $1,000.00
Ending Account Value $1,023.54
Expenses Incurred During the Period $ 1.68
Expenses are equal to the Fund's annualized net expense ratio of 0.33% multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).
Nuveen ESG Mid-Cap Growth ETF (NUMG)
Actual Performance  
Beginning Account Value $1,000.00
Ending Account Value $1,094.90
Expenses Incurred During Period $ 2.01
Hypothetical Performance
(5% annualized return before expenses)
 
Beginning Account Value $1,000.00
Ending Account Value $1,023.29
Expenses Incurred During the Period $ 1.94
Expenses are equal to the Fund's annualized net expense ratio of 0.38% multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).
32


Table of Contents
Nuveen ESG Mid-Cap Value ETF (NUMV)
Actual Performance  
Beginning Account Value $1,000.00
Ending Account Value $1,059.00
Expenses Incurred During Period $ 1.97
Hypothetical Performance
(5% annualized return before expenses)
 
Beginning Account Value $1,000.00
Ending Account Value $1,023.29
Expenses Incurred During the Period $ 1.94
Expenses are equal to the Fund's annualized net expense ratio of 0.38% multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).
Nuveen ESG Small-Cap ETF (NUSC)
Actual Performance  
Beginning Account Value $1,000.00
Ending Account Value $1,014.90
Expenses Incurred During Period $ 1.93
Hypothetical Performance
(5% annualized return before expenses)
 
Beginning Account Value $1,000.00
Ending Account Value $1,023.29
Expenses Incurred During the Period $ 1.94
Expenses are equal to the Fund's annualized net expense ratio of 0.38% multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).
33


Table of Contents
Report of Independent Registered Public Accounting Firm    
To the Shareholders and Board of Trustees
Nushares ETF Trust:
Opinions on the Financial Statements
We have audited the accompanying statements of assets and liabilities of Nuveen ESG Dividend ETF, Nuveen ESG Emerging Markets Equity ETF, Nuveen ESG International Developed Markets Equity ETF, Nuveen ESG Large-Cap ETF, Nuveen ESG Large-Cap Growth ETF, Nuveen ESG Large-Cap Value ETF, Nuveen ESG Mid-Cap Growth ETF, Nuveen ESG Mid-Cap Value ETF, and Nuveen ESG Small-Cap ETF (nine of the funds comprising Nushares ETF Trust) (the Funds), including the portfolios of investments, as of October 31, 2021, the related statements of operations for the year then ended (period from September 27, 2021 (commencement of operations) to October 31, 2021 for Nuveen ESG Dividend ETF), the statements of changes in net assets for each of the years in the two-year period then ended (period from September 27, 2021 to October 31, 2021 for Nuveen ESG Dividend ETF), and the related notes (collectively, the financial statements) and the financial highlights for each of the years in the four-year period then ended and the period from June 6, 2017 (commencement of operations) to October 31, 2017 for Nuveen ESG Emerging Markets Equity ETF and Nuveen ESG International Developed Markets Equity ETF, each of the years in the four-year period then ended and the period from December 13, 2016 (commencement of operations) to October 31, 2017 for Nuveen ESG Large-Cap Growth ETF, Nuveen ESG Large-Cap Value ETF, Nuveen ESG Mid-Cap Growth ETF, Nuveen ESG Mid-Cap Value ETF and Nuveen ESG Small-Cap ETF, each of the years in the two-year period then ended and the period from June 3, 2019 to October 31, 2019 for Nuveen ESG Large-Cap ETF, and the period from September 27, 2021 to October 31, 2021 for Nuveen ESG Dividend ETF. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Funds as of October 31, 2021, the results of their operations for the year then ended (the period from September 27, 2021 to October 31, 2021 for Nuveen ESG Dividend ETF), the changes in their net assets for each of the years in the two-year period then ended (the period from September 27, 2021 to October 31, 2021 for Nuveen ESG Dividend ETF), and the financial highlights for each of the years in the four-year period then ended and the period from June 6, 2017 to October 31, 2017 for Nuveen ESG Emerging Markets Equity ETF and Nuveen ESG International Developed Markets Equity ETF, each of the years in the four-year period then ended and the period from December 13, 2016 to October 31, 2017 for Nuveen ESG Large-Cap Growth ETF, Nuveen ESG Large-Cap Value ETF, Nuveen ESG Mid-Cap Growth ETF, Nuveen ESG Mid-Cap Value ETF and Nuveen ESG Small-Cap ETF, each of the years in the two-year period then ended and the period from June 3, 2019 to October 31, 2019 for Nuveen ESG Large-Cap ETF, and the period from September 27, 2021 to October 31, 2021 for Nuveen ESG Dividend ETF, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Funds’ 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 Funds 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
34


Table of Contents
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 October 31, 2021, 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
December 28, 2021
35


Table of Contents
Nuveen ESG Dividend ETF (NUDV)
Portfolio of Investments    October 31, 2021
Shares   Description (1)       Value
    LONG-TERM INVESTMENTS – 99.6%        
    COMMON STOCKS – 99.6%        
    Communication Services – 4.8%        
3,201   AT&T Inc       $80,857
491   Interpublic Group of Cos Inc       17,956
1,171   Lumen Technologies Inc       13,888
272   Omnicom Group Inc       18,518
1,671   Verizon Communications Inc       88,546
767   ViacomCBS Inc, Class B       27,781
    Total Communication Services       247,546
    Consumer Discretionary  – 7.0%        
285   Best Buy Co Inc       34,838
164   Hasbro Inc       15,705
330   Home Depot Inc       122,674
402   Lowe's Cos Inc       93,996
491   Newell Brands Inc       11,239
320   Target Corp       83,078
    Total Consumer Discretionary       361,530
    Consumer Staples  – 12.3%        
706   Archer-Daniels-Midland Co       45,353
180   Bunge Ltd       16,675
156   Clorox Co       25,430
1,631   Coca-Cola Co       91,939
903   Colgate-Palmolive Co       68,800
375   Hormel Foods Corp       15,870
140   J M Smucker Co       17,200
896   Keurig Dr Pepper Inc       32,337
376   Kimberly-Clark Corp       48,688
915   Kroger Co       36,618
184   Lamb Weston Holdings Inc       10,387
316   McCormick & Co Inc       25,353
572   PepsiCo Inc       92,435
746   Procter & Gamble Co       106,671
    Total Consumer Staples       633,756
    Energy – 2.0%        
923   Baker Hughes Co       23,149
563   ONEOK Inc       35,818
36


Table of Contents
Shares   Description (1)       Value
    Energy (continued)        
1,543   Williams Cos Inc       $ 43,343
    Total Energy       102,310
    Financials – 20.0%        
469   Ally Financial Inc       22,390
935   American International Group Inc       55,249
147   Ameriprise Financial Inc       44,413
260   Arthur J Gallagher & Co       43,594
76   Assurant Inc       12,260
1,055   Bank of New York Mellon Corp       62,456
89   BlackRock Inc       83,968
204   Carlyle Group Inc       11,455
366   CME Group Inc       80,721
483   Equitable Holdings Inc       16,180
379   Franklin Resources Inc       11,935
435   Invesco Ltd       11,053
224   Lincoln National Corp       16,162
472   Marsh & McLennan Cos Inc       78,730
811   Morgan Stanley       83,355
144   Nasdaq Inc       30,221
252   Northern Trust Corp       31,006
731   Progressive Corp       69,357
496   Prudential Financial Inc       54,585
232   Raymond James Financial Inc       22,873
440   State Street Corp       43,362
288   T Rowe Price Group Inc       62,461
1,315   US Bancorp       79,386
    Total Financials       1,027,172
    Health Care – 11.3%        
356   Amgen Inc       73,681
199   Anthem Inc       86,591
635   Baxter International Inc       50,140
1,206   Bristol-Myers Squibb Co       70,430
367   Cardinal Health Inc       17,546
348   Cigna Corp       74,336
337   Eli Lilly & Co       85,854
1,041   Gilead Sciences Inc       67,540
164   Quest Diagnostics Inc       24,072
223   Royalty Pharma PLC, Class A       8,815
1,527   Viatris Inc       20,386
    Total Health Care       579,391
37


Table of Contents
Nuveen ESG Dividend ETF (NUDV) (continued)
Portfolio of Investments    October 31, 2021
Shares   Description (1)       Value
    Industrials – 14.7%        
397   3M Co       $70,936
172   A O Smith Corp       12,568
172   Booz Allen Hamilton Holding Corp       14,940
380   Caterpillar Inc       77,524
429   Eaton Corp PLC       70,682
701   Emerson Electric Co       68,004
723   Fastenal Co       41,269
906   Johnson Controls International plc       66,473
132   Owens Corning       12,330
164   Parker-Hannifin Corp       48,641
284   Republic Services Inc       38,226
144   Robert Half International Inc       16,282
148   Rockwell Automation Inc       47,271
68   Snap-on Inc       13,820
302   Trane Technologies PLC       54,641
468   Waste Management Inc       74,988
56   WW Grainger Inc       25,934
    Total Industrials       754,529
    Information Technology – 11.0%        
352   Automatic Data Processing Inc       79,021
1,639   Cisco Systems Inc       91,735
1,651   Hewlett Packard Enterprise Co       24,187
1,591   HP Inc       48,255
1,715   Intel Corp       84,035
568   International Business Machines Corp       71,057
216   Motorola Solutions Inc       53,695
731   NortonLifeLock Inc       18,604
459   Texas Instruments Inc       86,053
519   Western Union Co       9,456
    Total Information Technology       566,098
    Materials – 4.1%        
1,959   Amcor PLC       23,645
944   Dow Inc       52,836
316   International Flavors & Fragrances Inc       46,594
471   International Paper Co       23,395
300   PPG Industries Inc       48,171
264   Steel Dynamics Inc       17,445
    Total Materials       212,086
    Real Estate – 7.8%        
277   American Tower Corp       78,106
374   Crown Castle International Corp       67,432
38


Table of Contents
Shares   Description (1)       Value
    Real Estate (continued)        
87   Equinix Inc       $72,825
371   Iron Mountain Inc       16,933
569   Prologis Inc       82,482
192   Regency Centers Corp       13,519
474   Ventas Inc       25,297
530   Welltower Inc       42,612
    Total Real Estate       399,206
    Utilities – 4.6%        
229   American Water Works Co Inc       39,887
164   Atmos Energy Corp       15,108
367   CMS Energy Corp       22,148
435   Consolidated Edison Inc       32,799
295   Essential Utilities Inc       13,886
435   Eversource Energy       36,931
495   NiSource Inc       12,212
400   Sempra Energy       51,052
263   UGI Corp       11,417
    Total Utilities       235,440
    Total Long-Term Investments (cost $4,991,077)       5,119,064
    Other Assets Less Liabilities – 0.4%       18,002
    Net Assets – 100%       $ 5,137,066
  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.  
See accompanying notes to financial statements.
39


Table of Contents
Nuveen ESG Emerging Markets Equity ETF (NUEM)
Portfolio of Investments    October 31, 2021
Shares   Description (1)       Value
    LONG-TERM INVESTMENTS – 100.1%        
    COMMON STOCKS – 100.1%        
    Communication Services – 11.0%        
432,780   Axiata Group Bhd       $412,818
387   CD Projekt SA       16,879
28,486   Emirates Telecommunications Group Co PJSC       198,533
381   Globe Telecom Inc       22,644
12,159   Info Edge India Ltd       986,498
56,269   MTN Group Ltd, (2)       507,087
4,849   NAVER Corp       1,688,882
171   NCSoft Corp       91,752
5,621   NetEase Inc, ADR       548,553
119,201   Ooredoo QPSC       226,551
8,869   Orange Polska SA, (2)       17,319
1,359   SK Telecom Co Ltd, (3)       354,684
79,934   Telefonica Brasil SA       645,484
118,994   Tencent Holdings Ltd       7,357,726
69,633   TIM SA/Brazil       138,599
190,651   Turkcell Iletisim Hizmetleri AS       303,173
    Total Communication Services       13,517,182
    Consumer Discretionary  – 16.5%        
281,200   Alibaba Group Holding Ltd, (2)       5,892,185
12,871   Allegro.eu SA, 144A, (2)       145,671
18,543   Americanas SA, (2)       97,699
299   Bajaj Auto Ltd       14,819
6,602   Baozun Inc, Sponsored ADR, (2)       114,215
38,140   BYD Co Ltd       1,454,204
16,530   BYD Co Ltd       803,716
77,548   China Education Group Holdings Ltd       133,184
59,420   Chongqing Changan Automobile Co Ltd       180,969
8,690   Coway Co Ltd       590,463
426,035   Dongfeng Motor Group Co Ltd       398,156
4,402   Falabella SA       12,206
460   FF Group, (2), (3)       639
3,800   Guangdong Xinbao Electrical Appliances Holdings Co Ltd       13,312
328,145   Guangzhou Automobile Group Co Ltd       310,468
4,078   Hangzhou Robam Appliances Co Ltd       19,955
403   Hankook Tire & Technology Co Ltd       14,260
40


Table of Contents
Shares   Description (1)       Value
    Consumer Discretionary (continued)        
171,519   HengTen Networks Group Ltd, (2)       $58,870
3,014   Hero MotoCorp Ltd       106,949
45,207   JD Health International Inc, 144A, (2)       400,404
5,500   Joyoung Co Ltd       20,058
5,719   JUMBO SA       84,979
13,574   LG Electronics Inc       1,399,741
21,155   Li Auto Inc, ADR, (2)       690,288
6,400   Liaoning Cheng Da Co Ltd       20,341
7   LPP SA       25,161
9,551   Mahindra & Mahindra Ltd       112,785
96,567   Meituan., Class B, 144A, (2)       3,346,741
4,690   Naspers Ltd       799,194
30,144   NIO Inc., ADR, (2)       1,187,975
77,700   Shenzhen Overseas Chinese Town Co Ltd       75,968
859   Shenzhou International Group Holdings Ltd       18,529
25,200   Songcheng Performance Development Co Ltd       55,102
130,716   TCL Technology Group Corp       123,720
5,698   Vipshop Holdings Ltd, ADR, (2)       63,590
19,900   Wuchan Zhongda Group Co Ltd       19,488
6,686   XPeng Inc, ADR, (2)       311,768
21,426   Yum China Holdings Inc       1,222,996
    Total Consumer Discretionary       20,340,768
    Consumer Staples  – 6.4%        
9,715   Adecoagro SA, (2)       85,103
39,393   Almarai Co JSC       555,571
1,224   BGF retail Co Ltd       169,163
987   Britannia Industries Ltd       48,374
15,303   Charoen Pokphand Foods PCL, (4)       11,645
25,088   China Feihe Ltd, 144A       41,797
66,832   China Mengniu Dairy Co Ltd       425,698
77,091   Coca-Cola Femsa SAB de CV       415,307
314,289   Dali Foods Group Co Ltd, 144A       174,941
188,373   Fomento Economico Mexicano SAB de CV       1,554,905
1,200   Fu Jian Anjoy Foods Co Ltd       37,979
45,381   Hindustan Unilever Ltd       1,450,344
57,380   Inner Mongolia Yili Industrial Group Co Ltd       385,359
2,436   Kuala Lumpur Kepong Bhd       12,718
10   LG Household & Health Care Ltd       10,021
261   LG Household & Health Care Ltd       133,789
26,463   Magnit PJSC, GDR       490,095
524   Nestle India Ltd       132,712
41


Table of Contents
Nuveen ESG Emerging Markets Equity ETF (NUEM) (continued)
Portfolio of Investments    October 31, 2021
Shares   Description (1)       Value
    Consumer Staples (continued)        
32,246   PPB Group Bhd       $141,568
41,229   Savola Group       402,298
1,199,532   Unilever Indonesia Tbk PT       374,232
185,739   Uni-President China Holdings Ltd       158,542
28,947   Want Want China Holdings Ltd       22,439
19,383   X5 Retail Group NV, GDR       659,797
    Total Consumer Staples       7,894,397
    Energy – 2.6%        
162,416   Cosan SA       570,199
622,462   Dialog Group Bhd       425,397
40,951   Offshore Oil Engineering Co Ltd       29,741
46,934   Petronas Dagangan Bhd       230,760
76,765   Qatar Fuel QSC       387,725
392,840   Qatar Gas Transport Co Ltd       350,654
7,096   S-Oil Corp       622,429
176,813   Thai Oil PCL, (4)       297,064
114,202   Ultrapar Participacoes SA       264,385
    Total Energy       3,178,354
    Financials – 16.7%        
2,738,295   Agricultural Bank of China Ltd       932,824
95,514   Alpha Services and Holdings SA, (2)       121,421
135,760   Axis Bank Ltd, (2)       1,345,249
202,263   B3 SA - Brasil Bolsa Balcao       427,346
152,184   Banco Bradesco SA       537,247
53,606   Banco Bradesco SA       161,664
4,937   Bancolombia SA       43,815
1,604   Bancolombia SA       14,286
101,503   Bandhan Bank Ltd, 144A       395,066
1,279,385   Bank Central Asia Tbk PT       675,024
13,543   Bank Polska Kasa Opieki SA       447,566
344,917   Cathay Financial Holding Co Ltd       720,631
3,422,108   China Construction Bank Corp       2,327,142
88,900   China Construction Bank Corp       82,337
68,741   China Merchants Bank Co Ltd       579,245
1,850   Credicorp Ltd       239,871
171,695   First Abu Dhabi Bank PJSC       832,965
189,545   FirstRand Ltd       723,388
317,916   Fubon Financial Holding Co Ltd       841,420
18,497   Grupo Financiero Banorte SAB de CV       117,179
270,809   Haitong Securities Co Ltd       241,251
69,099   Huatai Securities Co Ltd       171,272
42


Table of Contents
Shares   Description (1)       Value
    Financials (continued)        
243,096   Huatai Securities Co Ltd, 144A       $362,501
196,065   Industrial Bank Co Ltd       570,492
23,633   KB Financial Group Inc       1,144,690
17,406   Kotak Mahindra Bank Ltd       472,137
348,456   Kuwait Finance House KSCP       961,736
8,657   Malayan Banking Bhd, WI/DD       16,829
732,214   Old Mutual Ltd       751,001
3,009   OTP Bank Nyrt, (2)       180,889
15,848   Piramal Enterprises Ltd       551,327
467,311   Public Bank Bhd       470,584
16,871   Qatar National Bank QPSC       94,989
4,849   Samsung Fire & Marine Insurance Co Ltd       958,555
58,664   Sanlam Ltd       242,182
32,278   Shinhan Financial Group Co Ltd       1,056,552
2,664   Standard Bank Group Ltd       23,736
95,422   State Bank of India       639,895
    Total Financials       20,476,304
    Health Care – 4.5%        
58,996   3SBio Inc, 144A, (2)       53,998
536,431   Alibaba Health Information Technology Ltd, (2)       677,861
2,174   BeiGene Ltd, ADR, (2)       777,683
49,090   CSPC Pharmaceutical Group Ltd       51,368
8,269   Dr Sulaiman Al Habib Medical Services Group Co       365,512
1,046   Hangzhou Tigermed Consulting Co Ltd, 144A       20,398
30,439   Hartalega Holdings Bhd       43,075
4,693   Hutchison China MediTech Ltd., ADR, (2)       138,068
3,255,176   Kalbe Farma Tbk PT       367,622
11,996   Notre Dame Intermedica Participacoes SA       136,580
2,216   Oneness Biotech Co Ltd, (2)       20,878
7,840   Ovctek China Inc       83,743
6,000   Pharmaron Beijing Co Ltd       179,315
5,400   Shanghai Fosun Pharmaceutical Group Co Ltd       42,170
123,049   Supermax Corp Bhd       57,052
38,685   WuXi AppTec Co Ltd, 144A       827,005
24,184   WuXi AppTec Co Ltd       521,285
68,488   Wuxi Biologics Cayman Inc, 144A, (2)       1,042,413
12,020   Yunnan Baiyao Group Co Ltd       168,209
    Total Health Care       5,574,235
    Industrials – 6.7%        
512,898   Airports of Thailand PCL, (4)       996,969
16,135   Aselsan Elektronik Sanayi Ve Ticaret AS       27,571
43


Table of Contents
Nuveen ESG Emerging Markets Equity ETF (NUEM) (continued)
Portfolio of Investments    October 31, 2021
Shares   Description (1)       Value
    Industrials (continued)        
66,492   CCR SA       $134,824
171,030   China Lesso Group Holdings Ltd       265,591
186   CJ Corp       15,249
16,229   Contemporary Amperex Technology Co Ltd       1,620,239
7,539   Evergreen Marine Corp Taiwan Ltd       26,975
27,916   Grupo Aeroportuario del Pacifico SAB de CV       353,316
1,017   Grupo Aeroportuario del Sureste SAB de CV       20,589
9,207   GS Engineering & Construction Corp       325,796
7,466   Hyundai Heavy Industries Holdings Co Ltd       403,792
381,594   JG Summit Holdings Inc       455,702
13,630   LG Corp       1,063,759
34,854   Localiza Rent a Car SA       280,093
79,719   Rumo SA, (2)       226,132
190,159   Shenzhen International Holdings Ltd       229,539
1,490   Siemens Ltd       43,744
40,172   Sinotrans Ltd       28,360
181,470   WEG SA       1,191,128
118,933   Xinjiang Goldwind Science & Technology Co Ltd       266,638
20,225   Yutong Bus Co Ltd       35,821
65,902   Zoomlion Heavy Industry Science and Technology Co Ltd       75,035
211,264   Zoomlion Heavy Industry Science and Technology Co Ltd       152,628
    Total Industrials       8,239,490
    Information Technology – 20.6%        
28,100   360 Security Technology Inc, (2)       52,841
114,257   AAC Technologies Holdings Inc       498,650
456,112   Acer Inc       426,449
108,516   Asustek Computer Inc       1,377,498
657,894   Compal Electronics Inc       578,439
189,299   Delta Electronics Inc       1,667,773
21,328   Delta Electronics Thailand PCL, (4)       267,383
1,273   HCL Technologies Ltd       19,444
108,483   Infosys Ltd       2,416,126
132,666   Inventec Corp       126,662
616,081   Lenovo Group Ltd       670,010
36,649   LG Display Co Ltd, (2)       617,847
333,304   Lite-On Technology Corp       734,723
3,175   Samsung SDI Co Ltd       1,994,309
905   Samsung SDS Co Ltd       118,493
464,779   Taiwan Semiconductor Manufacturing Co Ltd       9,861,000
36,928   Tata Consultancy Services Ltd       1,675,615
26,821   Unisplendour Corp Ltd       116,119
44


Table of Contents
Shares   Description (1)       Value
    Information Technology (continued)        
84,667   Wipro Ltd       $731,270
434,563   Wistron Corp       456,308
58,957   Yageo Corp       920,126
    Total Information Technology       25,327,085
    Materials – 10.1%        
196   Anglo American Platinum Ltd       19,902
6,468   Asian Paints Ltd       267,777
4,414,432   Barito Pacific Tbk PT       291,335
1,342   Berger Paints India Ltd       13,289
38,150   China Jushi Co Ltd       114,044
526,590   China Molybdenum Co Ltd       326,959
164,065   China Molybdenum Co Ltd       153,490
92,321   Empresas CMPC SA       170,801
10,552   Ganfeng Lithium Co Ltd       275,884
1,591   Ganfeng Lithium Co Ltd, 144A       29,840
34,159   Grasim Industries Ltd       785,124
19,590   Hanwha Solutions Corp, (2)       684,824
33,376   Impala Platinum Holdings Ltd       434,744
9,077   KGHM Polska Miedz SA       349,269
6,000   Kingfa Sci & Tech Co Ltd       10,992
64,908   Klabin SA, (2)       264,146
1,204   Korea Zinc Co Ltd       553,291
10,147   Kumba Iron Ore Ltd       309,884
641   Kumho Petrochemical Co Ltd       94,349
1,265   Lotte Chemical Corp       243,030
703,171   Merdeka Copper Gold Tbk PT, (2)       156,839
365,226   Nan Ya Plastics Corp       1,117,670
7,419   Polymetal International PLC       137,798
10,760   Polyus PJSC, GDR       1,066,316
306,775   PTT Global Chemical PCL, (4)       580,129
33,754   SABIC Agri-Nutrients Co       1,475,821
67,870   Saudi Arabian Mining Co, (2)       1,476,497
108,900   Shandong Nanshan Aluminum Co Ltd       73,477
6,240   Shanghai Putailai New Energy Technology Co Ltd       173,272
11,379   Taiwan Cement Corp       19,743
49,284   UPL Ltd       487,172
11,325   Zhejiang Huayou Cobalt Co Ltd       196,424
    Total Materials       12,354,132
    Real Estate – 2.2%        
36,456   A-Living Smart City Services Co Ltd, 144A       122,316
23,346   Ayala Land Inc       16,256
45


Table of Contents
Nuveen ESG Emerging Markets Equity ETF (NUEM) (continued)
Portfolio of Investments    October 31, 2021
Shares   Description (1)       Value
    Real Estate (continued)        
77,950   Cencosud Shopping SA       $75,646
73,115   China Merchants Shekou Industrial Zone Holdings Co Ltd       119,104
323,647   China Overseas Land & Investment Ltd       713,941
18,346   China Overseas Property Holdings Ltd       16,509
132,062   China Vanke Co Ltd       309,314
35,500   China Vanke Co Ltd       100,966
17,225   Country Garden Services Holdings Co Ltd       133,964
97,174   DLF Ltd       517,266
12,855   Greentown Service Group Co Ltd       12,774
215,360   Guangzhou R&F Properties Co Ltd       135,101
410,376   Shenzhen Investment Ltd       100,760
420,204   SM Prime Holdings Inc       275,912
    Total Real Estate       2,649,829
    Utilities – 2.8%        
2,486   CPFL Energia SA       11,603
3,227,199   Enel Americas SA       367,941
84,429   ENN Energy Holdings Ltd       1,461,950
69,722   Interconexion Electrica SA ESP       415,394
470,745   Power Grid Corp of India Ltd       1,167,413
    Total Utilities       3,424,301
    Total Common Stocks (cost $110,685,236)       122,976,077
    
Principal Amount (000)   Description (1) Coupon Maturity Ratings (5) Value
    CORPORATE BONDS  –  0.0%        
    Food Products  –  0.0%        
$ 25   Britannia Industries Ltd 5.500% 6/03/24 N/R $ 333
25   Total Corporate Bonds (cost $0)       333
    
Shares   Description (1)       Value
    COMMON STOCK RIGHTS  –  0.0%        
    Energy  –  0.0%        
7,275   Ultrapar Participacoes SA, (3)       $ 1
    Total Common Stock Rights (cost $40)       1
    Total Long-Term Investments (cost $110,685,276)       122,976,411
    Other Assets Less Liabilities – (0.1)%       (80,859)
    Net Assets – 100%       $ 122,895,552
46


Table of Contents
  For Fund portfolio compliance purposes, the Fund’s industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund management. This definition may not apply for purposes of this report, which may combine industry sub-classifications into sectors for reporting ease.  
(1) All percentages shown in the Portfolio of Investments are based on net assets.  
(2) Non-income producing; issuer has not declared an ex-dividend date within the past twelve months.  
(3) Investment valued at fair value using methods determined in good faith by, or at the discretion of, the Board. For fair value measurement disclosure purposes, investment classified as Level 3.  
(4) For fair value measurement disclosure purposes, investment classified as Level 2.  
(5) For financial reporting purposes, the ratings disclosed are the highest of Standard & Poor’s Group (“Standard & Poor’s”), Moody’s Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”) rating. This treatment of split-rated securities may differ from that used for other purposes, such as for Fund investment policies. Ratings below BBB by Standard & Poor’s, Baa by Moody’s or BBB by Fitch are considered to be below investment grade. Holdings designated N/R are not rated by any of these national rating agencies. Ratings are not covered by the report of independent registered public accounting firm.  
144A Investment is exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These investments may only be resold in transactions exempt from registration, which are normally those transactions with qualified institutional buyers.  
ADR American Depositary Receipt  
GDR Global Depositary Receipt  
WI/DD Purchased on a when-issued or delayed delivery basis.  
See accompanying notes to financial statements.
47


Table of Contents
Nuveen ESG International Developed Markets Equity ETF (NUDM)
Portfolio of Investments    October 31, 2021
Shares   Description (1)       Value
    LONG-TERM INVESTMENTS – 99.4%        
    COMMON STOCKS – 99.4%        
    Communication Services – 4.7%        
29,046   KDDI Corp       $898,700
4,703   Publicis Groupe SA       315,341
812   Schibsted ASA       36,610
1,735   SEEK Ltd       42,613
768,271   Singapore Telecommunications Ltd       1,424,307
47,693   SoftBank Corp       650,198
65,023   Telenor ASA       1,025,004
149,277   Telia Co AB       587,392
26,742   Universal Music Group NV       777,239
27,831   Vivendi SE       358,630
600,608   Vodafone Group PLC       889,475
85,873   Z Holdings Corp       531,693
    Total Communication Services       7,537,202
    Consumer Discretionary  – 14.0%        
5,375   Bayerische Motoren Werke AG       457,808
20,793   Bayerische Motoren Werke AG       2,099,230
19,586   Cie Financiere Richemont SA       2,424,270
61,434   Compass Group PLC, (2)       1,305,265
12,028   Delivery Hero SE, 144A, (2)       1,497,032
19,160   Denso Corp       1,381,738
8,060   EssilorLuxottica SA       1,668,678
2,074   HelloFresh SE, (2)       168,010
22,608   Industria de Diseno Textil SA       817,335
342   Kering SA       256,544
52,667   Mazda Motor Corp, (2)       470,666
9,475   Mercari Inc, (2)       511,039
7,166   Oriental Land Co Ltd/Japan       1,127,455
159,807   Panasonic Corp       1,951,601
32,262   Sony Group Corp       3,717,805
6,895   Valeo       202,114
52,533   Wesfarmers Ltd       2,258,944
531   Whitbread PLC, (2)       23,801
10,357   Yamaha Motor Co Ltd       287,480
    Total Consumer Discretionary       22,626,815
48


Table of Contents
Shares   Description (1)       Value
    Consumer Staples  – 11.7%        
33,058   Associated British Foods PLC       $810,219
960   Carrefour SA       17,392
19,042   Coca-Cola Europacific Partners PLC       1,002,561
13,452   Coca-Cola HBC AG       467,068
30,200   Danone SA       1,969,373
3,830   Henkel AG & Co KGaA       319,566
13,754   Jeronimo Martins SGPS SA       311,970
16,536   Kao Corp       932,629
2,470   Kerry Group PLC       331,861
6,184   L'Oreal SA       2,826,434
36,992   Mowi ASA       1,069,621
42,500   Nestle SA       5,619,535
50,722   Orkla ASA       492,632
8,788   Reckitt Benckiser Group PLC       713,734
549,892   Tesco PLC       2,034,410
    Total Consumer Staples       18,919,005
    Energy – 1.8%        
22,089   Ampol Ltd       506,857
6,687   Koninklijke Vopak NV       266,205
38,961   Neste Oyj       2,172,772
    Total Energy       2,945,834
    Financials – 18.3%        
90,627   3i Group PLC       1,694,456
4,423   Aegon NV       22,445
9,043   Allianz SE       2,105,037
59,850   Assicurazioni Generali SpA       1,305,578
194,534   Aviva PLC       1,052,497
88,596   AXA SA       2,579,597
279,244   Banco Bilbao Vizcaya Argentaria SA       1,958,966
105,723   Bank Hapoalim BM       1,041,540
7,317   BNP Paribas SA       490,274
342,854   BOC Hong Kong Holdings Ltd       1,088,628
231,785   CaixaBank SA       666,559
12,156   Commonwealth Bank of Australia       955,767
12,690   DBS Group Holdings Ltd       296,712
14,069   Erste Group Bank AG       604,038
43,738   Hong Kong Exchanges & Clearing Ltd       2,647,091
45,337   HSBC Holdings PLC       274,373
90,596   ING Groep NV       1,375,530
821,215   Intesa Sanpaolo SpA       2,335,488
1   Isracard Ltd       3
49


Table of Contents
Nuveen ESG International Developed Markets Equity ETF (NUDM) (continued)
Portfolio of Investments    October 31, 2021
Shares   Description (1)       Value
    Financials (continued)        
560   KBC Group NV       $52,208
864,368   Lloyds Banking Group PLC       595,023
41,225   MS&AD Insurance Group Holdings Inc       1,332,649
286,176   Nomura Holdings Inc, (2)       1,380,371
2,338   ORIX Corp       46,237
109,906   QBE Insurance Group Ltd       976,571
197,967   Resona Holdings Inc       743,082
31,283   Sumitomo Mitsui Trust Holdings Inc       1,029,918
7,576   Swiss Re AG       734,924
3,466   Tokyo Century Corp       197,579
    Total Financials       29,583,141
    Health Care – 12.4%        
817   Argenx SE, (2)       244,783
89,453   Astellas Pharma Inc       1,503,893
17,918   AstraZeneca PLC       2,233,586
49,872   Chugai Pharmaceutical Co Ltd       1,857,543
4,459   Cochlear Ltd       738,288
14,277   Daiichi Sankyo Co Ltd       358,975
6,002   Demant A/S, (2)       291,027
17,221   Eisai Co Ltd       1,212,304
934   Fisher & Paykel Healthcare Corp Ltd       20,861
64   Genmab A/S, (2)       28,713
142,763   GlaxoSmithKline PLC       2,952,215
10,411   Kyowa Kirin Co Ltd       341,479
6,416   Merck KGaA       1,516,168
3,701   NMC Health PLC, (2), (3)       5
9,406   Novo Nordisk A/S       1,030,536
10,939   Ramsay Health Care Ltd       578,591
7,165   Roche Holding AG       2,776,217
19,351   Ryman Healthcare Ltd       200,111
831   Sonova Holding AG       344,041
686   Straumann Holding AG       1,427,931
3,375   Sysmex Corp       416,455
    Total Health Care       20,073,722
    Industrials – 15.9%        
53,866   ABB Ltd       1,785,610
9,190   Adecco Group AG       463,347
380   Alstom SA       13,536
14,810   Ashtead Group PLC       1,243,222
2,383   Assa Abloy AB       69,782
20,976   Atlas Copco AB       1,134,465
50


Table of Contents
Shares   Description (1)       Value
    Industrials (continued)        
11,715   Auckland International Airport Ltd, (2)       $66,987
21,167   Bouygues SA       857,343
47,427   Brambles Ltd       357,649
85,021   CNH Industrial NV       1,468,971
20,708   Dai Nippon Printing Co Ltd       510,322
9,824   Daikin Industries Ltd       2,144,436
3,115   DCC PLC       260,719
18,831   Deutsche Post AG       1,166,317
9,983   East Japan Railway Co       620,561
4,165   Eiffage SA       428,782
3,385   Ferguson PLC       510,167
54,554   Komatsu Ltd       1,419,289
144,583   MTR Corp Ltd       788,055
4,985   MTU Aero Engines AG       1,109,646
60,464   Nibe Industrier AB       900,078
84,814   RELX PLC       2,632,099
7,972   Schneider Electric SE       1,373,691
6,665   Secom Co Ltd       452,361
28   SGS SA       82,981
36,705   Smiths Group PLC       681,998
39,832   Sydney Airport, (2)       245,027
204,053   Transurban Group       2,059,871
12,252   Vestas Wind Systems A/S       530,421
10,757   Volvo AB       254,005
    Total Industrials       25,631,738
    Information Technology – 8.2%        
4,565   ASML Holding NV       3,700,634
1,509   Atos SE       78,548
1,292   Azbil Corp       54,955
503   Dassault Systemes SE       29,326
8,904   Fujitsu Ltd       1,532,480
9,852   Ibiden Co Ltd       588,398
2,379   Nomura Research Institute Ltd       94,722
1,284   Omron Corp       122,404
23,204   SAP SE       3,365,196
33,381   Sinch AB, 144A, (2)       632,951
20,885   STMicroelectronics NV       988,881
14,915   TeamViewer AG, 144A, (2)       222,659
53,734   Telefonaktiebolaget LM Ericsson       588,111
2,592   Tokyo Electron Ltd       1,201,379
    Total Information Technology       13,200,644
51


Table of Contents
Nuveen ESG International Developed Markets Equity ETF (NUDM) (continued)
Portfolio of Investments    October 31, 2021
Shares   Description (1)       Value
    Materials – 7.4%        
9,425   Akzo Nobel NV       $1,084,382
36,571   Antofagasta PLC       714,599
116,753   Asahi Kasei Corp       1,225,126
17,687   Boliden AB       623,787
68,311   Fortescue Metals Group Ltd       714,726
19,854   Hitachi Metals Ltd, (2)       375,576
1,318   LANXESS AG       88,861
1,442   Mitsui Chemicals Inc       42,745
7,538   Nitto Denko Corp       587,042
33,164   Northern Star Resources Ltd       230,164
37,879   Orica Ltd       430,462
3,336   Sika AG       1,131,776
22,902   Smurfit Kappa Group PLC       1,200,336
138,175   Sumitomo Chemical Co Ltd       678,605
23,127   Sumitomo Metal Mining Co Ltd       897,090
30,737   Svenska Cellulosa AB SCA       479,209
128,527   Toray Industries Inc       799,060
11,954   Umicore SA       685,878
    Total Materials       11,989,424
    Real Estate – 2.7%        
2,350   British Land Co PLC       15,923
36,399   CapitaLand Integrated Commercial Trust       58,033
234,920   Capitaland Investment Ltd/Singapore, (2)       599,277
25,019   Hulic Co Ltd       239,822
19,125   Klepierre SA       455,042
64,010   Lendlease Corp Ltd       502,895
42,047   Mitsui Fudosan Co Ltd       958,203
11,418   Scentre Group       25,900
108,659   Swire Properties Ltd       291,236
10,830   Unibail-Rodamco-Westfield, (2)       774,666
329,726   Vicinity Centres       427,209
    Total Real Estate       4,348,206
    Utilities – 2.3%        
170,197   National Grid PLC       2,182,265
10,277   Orsted AS, 144A       1,451,619
    Total Utilities       3,633,884
    Total Long-Term Investments (cost $146,173,364)       160,489,615
    Other Assets Less Liabilities – 0.6%       1,013,296
    Net Assets – 100%       $ 161,502,911
52


Table of Contents
  For Fund portfolio compliance purposes, the Fund’s industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund management. This definition may not apply for purposes of this report, which may combine industry sub-classifications into sectors for reporting ease.  
(1) All percentages shown in the Portfolio of Investments are based on net assets.  
(2) Non-income producing; issuer has not declared an ex-dividend date within the past twelve months.  
(3) Investment valued at fair value using methods determined in good faith by, or at the discretion of, the Board. For fair value measurement disclosure purposes, investment classified as Level 3.  
144A Investment is exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These investments may only be resold in transactions exempt from registration, which are normally those transactions with qualified institutional buyers.  
See accompanying notes to financial statements.
53


Table of Contents
Nuveen ESG Large-Cap ETF (NULC)
Portfolio of Investments    October 31, 2021
Shares   Description (1)       Value
    LONG-TERM INVESTMENTS – 99.8%        
    COMMON STOCKS – 99.8%        
    Communication Services – 9.6%        
1,728   Activision Blizzard Inc       $135,112
342   Alphabet Inc, Class A, (2)       1,012,635
216   Alphabet Inc, Class C, (2)       640,529
33   Cable One Inc       56,470
204   Discovery Inc, (2)       4,782
2,195   Discovery Inc, (2)       49,519
2   Electronic Arts Inc       280
7,431   Verizon Communications Inc       393,769
1,850   ViacomCBS Inc, Class B       67,007
3,315   Walt Disney Co, (2)       560,467
    Total Communication Services       2,920,570
    Consumer Discretionary  – 12.2%        
4   Aptiv PLC, (2)       691
182   Booking Holdings Inc, (2)       440,582
3   Burlington Stores Inc, (2)       829
72   Darden Restaurants Inc       10,378
103   Domino's Pizza Inc       50,364
4   Etsy Inc, (2)       1,003
8   Genuine Parts Co       1,049
18   Hasbro Inc       1,724
18   Hilton Worldwide Holdings Inc, (2)       2,591
827   Home Depot Inc       307,429
3   Lowe's Cos Inc       701
71   Lululemon Athletica Inc, (2)       33,087
1,538   McDonald's Corp       377,656
237   MercadoLibre Inc, (2)       351,002
2,740   Newell Brands Inc       62,718
2,390   NIKE Inc, Class B       399,823
1,535   Target Corp       398,517
919   Tesla Inc, (2)       1,023,766
3,446   TJX Cos Inc       225,678
3   Vail Resorts Inc       1,034
5   Yum! Brands Inc       625
    Total Consumer Discretionary       3,691,247
54


Table of Contents
Shares   Description (1)       Value
    Consumer Staples  – 6.2%        
2   Archer-Daniels-Midland Co       $128
9,160   Coca-Cola Co       516,349
12   Colgate-Palmolive Co       914
16   General Mills Inc       989
2   Hormel Foods Corp       85
3,412   Keurig Dr Pepper Inc       123,139
4,474   Kroger Co       179,050
2   Lamb Weston Holdings Inc       113
3,242   PepsiCo Inc       523,907
3,726   Procter & Gamble Co       532,781
    Total Consumer Staples       1,877,455
    Energy – 2.0%        
5,252   Baker Hughes Co       131,720
1,731   Cheniere Energy Inc, (2)       178,985
5,450   Halliburton Co       136,196
2,658   ONEOK Inc       169,102
    Total Energy       616,003
    Financials – 12.3%        
16   Aflac Inc       859
1,457   American Express Co       253,198
5,969   American International Group Inc       352,708
1,285   Annaly Capital Management Inc       10,871
6   Arthur J Gallagher & Co       1,006
588   Bank of New York Mellon Corp       34,810
1   BlackRock Inc       943
15   Carlyle Group Inc       842
2,447   Charles Schwab Corp       200,727
598   Chubb Ltd       116,837
6,609   Citigroup Inc       457,078
1,063   CME Group Inc       234,445
7,126   Huntington Bancshares Inc       112,163
1,404   Loews Corp       78,722
272   MarketAxess Holdings Inc       111,158
2,707   Marsh & McLennan Cos Inc       451,528
2   Moody's Corp       808
2,926   Morgan Stanley       300,734
1,965   PNC Financial Services Group Inc       414,674
657   Progressive Corp       62,336
6   Regions Financial Corp       142
1,004   S&P Global Inc       476,057
3   State Street Corp       296
55


Table of Contents
Nuveen ESG Large-Cap ETF (NULC) (continued)
Portfolio of Investments    October 31, 2021
Shares   Description (1)       Value
    Financials (continued)        
4   T Rowe Price Group Inc       $868
4   Truist Financial Corp       254
830   US Bancorp       50,107
    Total Financials       3,724,171
    Health Care – 12.7%        
52   ABIOMED Inc, (2)       17,266
1,570   Agilent Technologies Inc       247,259
482   Align Technology Inc, (2)       300,946
12   Alnylam Pharmaceuticals Inc, (2)       1,915
925   Amgen Inc       191,447
641   Anthem Inc       278,918
23   Avantor Inc, (2)       929
12   Baxter International Inc       948
126   Biogen Inc, (2)       33,602
592   BioMarin Pharmaceutical Inc, (2)       46,904
3,881   Bristol-Myers Squibb Co       226,650
41   Cerner Corp       3,046
423   Cigna Corp       90,357
1,493   Danaher Corp       465,473
1,053   DENTSPLY SIRONA Inc       60,242
65   Dexcom Inc, (2)       40,509
1,662   Edwards Lifesciences Corp, (2)       199,141
254   Elanco Animal Health Inc, (2)       8,352
1,058   Eli Lilly & Co       269,536
1,566   Gilead Sciences Inc       101,602
1,048   HCA Inc       262,482
36   Hologic Inc, (2)       2,639
1,530   Horizon Therapeutics Plc, (2)       183,462
8   Humana Inc       3,705
132   IDEXX Laboratories Inc, (2)       87,931
2   Illumina Inc, (2)       830
3   Insulet Corp, (2)       930
3   Intuitive Surgical Inc, (2)       1,083
3   Laboratory Corp of America Holdings, (2)       861
4   Molina Healthcare Inc, (2)       1,183
50   Novavax Inc, (2)       7,442
662   Novocure Ltd, (2)       67,901
18   Oak Street Health Inc, (2)       850
6   Quest Diagnostics Inc       881
15   Regeneron Pharmaceuticals Inc, (2)       9,599
12   ResMed Inc       3,155
56


Table of Contents
Shares   Description (1)       Value
    Health Care (continued)        
975   Teladoc Health Inc, (2)       $145,850
776   Thermo Fisher Scientific Inc       491,262
17   Vertex Pharmaceuticals Inc, (2)       3,144
2   West Pharmaceutical Services Inc       860
    Total Health Care       3,861,092
    Industrials – 8.3%        
2,067   3M Co       369,332
2   AMERCO       1,474
11   Booz Allen Hamilton Holding Corp       955
5,175   Carrier Global Corp       270,290
929   Caterpillar Inc       189,525
2   CH Robinson Worldwide Inc       194
11,732   CSX Corp       424,346
223   Deere & Co       76,335
4   Eaton Corp PLC       659
18   Emerson Electric Co       1,746
2   Expeditors International of Washington Inc       247
2   Fastenal Co       114
1,004   Fortive Corp       76,013
994   Fortune Brands Home & Security Inc       100,792
452   Generac Holdings Inc, (2)       225,349
414   IHS Markit Ltd       54,118
149   Johnson Controls International plc       10,932
288   Kansas City Southern       89,352
377   Nordson Corp       95,837
188   Old Dominion Freight Line Inc       64,174
4   Otis Worldwide Corp       321
10   Owens Corning       934
12   Pentair PLC       888
83   Robert Half International Inc       9,385
835   Rockwell Automation Inc       266,699
174   Roper Technologies Inc       84,889
50   Verisk Analytics Inc       10,514
649   Waste Connections Inc       88,271
    Total Industrials       2,513,685
    Information Technology – 28.5%        
755   Adobe Inc, (2)       491,022
1,164   Akamai Technologies Inc, (2)       122,755
1,965   Applied Materials Inc       268,517
316   Autodesk Inc, (2)       100,365
1,065   Automatic Data Processing Inc       239,082
57


Table of Contents
Nuveen ESG Large-Cap ETF (NULC) (continued)
Portfolio of Investments    October 31, 2021
Shares   Description (1)       Value
    Information Technology (continued)        
6   Cadence Design Systems Inc, (2)       $1,039
2,962   Cisco Systems Inc       165,783
1,269   Cognex Corp       111,152
2   Fair Isaac Corp, (2)       796
9,371   Hewlett Packard Enterprise Co       137,285
9,003   HP Inc       273,061
4   HubSpot Inc, (2)       3,241
9,062   Intel Corp       444,038
2,977   International Business Machines Corp       372,423
6   Intuit Inc       3,756
1,326   Keysight Technologies Inc, (2)       238,706
11   Lam Research Corp       6,199
5,883   Microsoft Corp       1,950,920
33   NortonLifeLock Inc       840
3,436   NVIDIA Corp       878,482
899   Okta Inc, (2)       222,215
23   ON Semiconductor Corp, (2)       1,106
495   PayPal Holdings Inc, (2)       115,132
2,123   salesforce.com Inc, (2)       636,242
536   ServiceNow Inc, (2)       373,999
3   Synopsys Inc, (2)       1,000
2,495   Texas Instruments Inc       467,763
1,803   Trimble Inc, (2)       157,528
2,724   Visa Inc, Class A       576,861
601   VMware Inc, Class A, (2)       91,172
387   Zebra Technologies Corp, Class A, (2)       206,639
    Total Information Technology       8,659,119
    Materials – 2.6%        
2,411   Amcor PLC       29,101
1,274   Ball Corp       116,545
253   DuPont de Nemours Inc       17,609
1,090   Ecolab Inc       242,220
719   LyondellBasell Industries NV, Class A       66,737
2,146   Mosaic Co       89,209
1,184   PPG Industries Inc       190,115
448   Steel Dynamics Inc       29,604
    Total Materials       781,140
    Real Estate – 3.5%        
1,431   American Tower Corp       403,499
438   Crown Castle International Corp       78,971
454   Equinix Inc       380,030
58


Table of Contents
Shares   Description (1)       Value
    Real Estate (continued)        
4,681   Host Hotels & Resorts Inc, (2)       $78,781
18   Iron Mountain Inc       822
244   Prologis Inc       35,370
185   Ventas Inc       9,874
806   Welltower Inc       64,802
    Total Real Estate       1,052,149
    Utilities – 1.9%        
2,475   Consolidated Edison Inc       186,615
324   Eversource Energy       27,508
2,284   Sempra Energy       291,507
1,339   UGI Corp       58,126
    Total Utilities       563,756
    Total Long-Term Investments (cost $22,670,044)       30,260,387
    Other Assets Less Liabilities – 0.2%       74,540
    Net Assets – 100%       $ 30,334,927
  For Fund portfolio compliance purposes, the Fund’s industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund management. This definition may not apply for purposes of this report, which may combine industry sub-classifications into sectors for reporting ease.  
(1) All percentages shown in the Portfolio of Investments are based on net assets.  
(2) Non-income producing; issuer has not declared an ex-dividend date within the past twelve months.  
See accompanying notes to financial statements.
59


Table of Contents
Nuveen ESG Large-Cap Growth ETF (NULG)
Portfolio of Investments    October 31, 2021
Shares   Description (1)       Value
    LONG-TERM INVESTMENTS – 99.9%        
    COMMON STOCKS – 99.9%        
    Communication Services – 14.2%        
133,369   Activision Blizzard Inc       $10,428,122
16,954   Alphabet Inc, Class A, (2)       50,199,438
12,794   Alphabet Inc, Class C, (2)       37,939,456
2,350   Cable One Inc       4,021,343
33,104   Electronic Arts Inc       4,642,836
439,586   Sirius XM Holdings Inc, (3)       2,677,079
143,048   Walt Disney Co, (2)       24,185,125
    Total Communication Services       134,093,399
    Consumer Discretionary  – 17.0%        
16,621   Aptiv PLC, (2)       2,873,605
5,683   Booking Holdings Inc, (2)       13,757,293
25,985   Dollar General Corp       5,756,197
16,798   Domino's Pizza Inc       8,213,718
27,247   Etsy Inc, (2)       6,830,550
32,020   Lowe's Cos Inc       7,486,916
9,257   Lululemon Athletica Inc, (2)       4,313,854
8,287   MercadoLibre Inc, (2)       12,273,213
113,086   NIKE Inc, Class B       18,918,157
4,964   Ross Stores Inc       561,925
139,242   Starbucks Corp       14,769,399
50,271   Tesla Inc, (2)       56,001,894
127,869   TJX Cos Inc       8,374,141
    Total Consumer Discretionary       160,130,862
    Consumer Staples  – 3.0%        
34,568   Church & Dwight Co Inc       3,019,861
28,543   Clorox Co       4,652,794
37,019   Costco Wholesale Corp       18,196,319
38,398   Lamb Weston Holdings Inc       2,167,567
    Total Consumer Staples       28,036,541
    Energy – 0.4%        
159,748   Baker Hughes Co       4,006,480
    Financials – 4.3%        
77,002   Marsh & McLennan Cos Inc       12,843,934
17,955   Moody's Corp       7,256,513
60


Table of Contents
Shares   Description (1)       Value
    Financials (continued)        
36,118   S&P Global Inc       $17,125,711
4,310   SVB Financial Group, (2)       3,091,994
    Total Financials       40,318,152
    Health Care – 11.2%        
1,348   ABIOMED Inc, (2)       447,590
69,331   Agilent Technologies Inc       10,918,939
5,424   Align Technology Inc, (2)       3,386,583
18,153   Dexcom Inc, (2)       11,313,131
75,706   Edwards Lifesciences Corp, (2)       9,071,093
76,550   Eli Lilly & Co       19,501,878
6,743   IDEXX Laboratories Inc, (2)       4,491,782
14,677   Illumina Inc, (2)       6,091,836
19,492   Insulet Corp, (2)       6,042,910
29,809   Novocure Ltd, (2)       3,057,509
7,439   ResMed Inc       1,955,788
48,049   Teladoc Health Inc, (2)       7,187,650
68,442   Vertex Pharmaceuticals Inc, (2)       12,656,979
1,388   West Pharmaceutical Services Inc       596,673
41,921   Zoetis Inc       9,063,320
    Total Health Care       105,783,661
    Industrials – 5.0%        
38,392   Deere & Co       13,141,965
10,674   Expeditors International of Washington Inc       1,315,677
7,357   Fastenal Co       419,938
17,798   Generac Holdings Inc, (2)       8,873,371
4,282   IHS Markit Ltd       559,743
21,465   Old Dominion Freight Line Inc       7,327,078
25,111   Rockwell Automation Inc       8,020,453
15,954   Roper Technologies Inc       7,783,478
    Total Industrials       47,441,703
    Information Technology – 41.0%        
38,189   Adobe Inc, (2)       24,836,598
45,835   Akamai Technologies Inc, (2)       4,833,759
125,677   Applied Materials Inc       17,173,762
25,825   Autodesk Inc, (2)       8,202,278
5,722   Cadence Design Systems Inc, (2)       990,535
76,418   Cognex Corp       6,693,453
1,689   HubSpot Inc, (2)       1,368,479
12,869   Intuit Inc       8,055,865
74,811   Keysight Technologies Inc, (2)       13,467,476
11,752   Lam Research Corp       6,623,075
61


Table of Contents
Nuveen ESG Large-Cap Growth ETF (NULG) (continued)
Portfolio of Investments    October 31, 2021
Shares   Description (1)       Value
    Information Technology (continued)        
347,402   Microsoft Corp       $115,205,451
164,223   NVIDIA Corp       41,986,894
35,169   Okta Inc, (2)       8,693,073
92,386   ON Semiconductor Corp, (2)       4,440,995
78,798   PayPal Holdings Inc, (2)       18,327,627
15,050   RingCentral Inc, Class A, (2)       3,668,889
65,128   salesforce.com Inc, (2)       19,518,210
27,551   ServiceNow Inc, (2)       19,223,986
38,517   Synopsys Inc, (2)       12,833,094
108,588   Trimble Inc, (2)       9,487,334
116,697   Visa Inc, Class A       24,712,924
29,043   VMware Inc, Class A, (2)       4,405,823
22,166   Zebra Technologies Corp, Class A, (2)       11,835,536
    Total Information Technology       386,585,116
    Materials – 2.1%        
878   Ball Corp       80,319
21,516   Ecolab Inc       4,781,286
45,478   Sherwin-Williams Co       14,398,790
    Total Materials       19,260,395
    Real Estate – 1.7%        
29,274   American Tower Corp       8,254,390
9,618   Equinix Inc       8,050,939
    Total Real Estate       16,305,329
    Total Long-Term Investments (cost $735,327,403)       941,961,638
    
Shares   Description (1) Coupon     Value
    INVESTMENTS PURCHASED WITH COLLATERAL FROM SECURITIES LENDING  –  0.2%      
    MONEY MARKET FUNDS  –  0.2%        
2,000,613   State Street Navigator Securities Lending Government Money Market Portfolio, (4) 0.030% (5)     $ 2,000,613
    Total Investments Purchased with Collateral from Securities Lending (cost $2,000,613)     2,000,613
    Total Investments (cost $737,328,016) – 100.1%       943,962,251
    Other Assets Less Liabilities – (0.1)%       (1,086,403)
    Net Assets – 100%       $ 942,875,848
62


Table of Contents
  For Fund portfolio compliance purposes, the Fund’s industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund management. This definition may not apply for purposes of this report, which may combine industry sub-classifications into sectors for reporting ease.  
(1) All percentages shown in the Portfolio of Investments are based on net assets.  
(2) Non-income producing; issuer has not declared an ex-dividend date within the past twelve months.  
(3) Investment, or a portion of investment, is out on loan for securities lending. The total value of the securities out on loan as of the end of the reporting period was $1,949,354.  
(4) The Fund may loan securities representing up to one third of the market value of its total assets (which includes collateral for securities on loan) to broker dealers, banks, and other institutions. The collateral maintained by the Fund shall have a market value, at the inception of each loan, equal to not less than 100% of the market value of the loaned securities. The cash collateral received by the Fund is invested in this money market fund.  
(5) The rate shown is the one-day yield as of the end of the reporting period.  
See accompanying notes to financial statements.
63


Table of Contents
Nuveen ESG Large-Cap Value ETF (NULV)
Portfolio of Investments    October 31, 2021
Shares   Description (1)       Value
    LONG-TERM INVESTMENTS – 99.8%        
    COMMON STOCKS – 99.8%        
    Communication Services – 5.5%        
880,741   AT&T Inc       $22,247,518
116,844   Discovery Inc, (2)       2,636,000
193,868   Interpublic Group of Cos Inc       7,089,753
48,091   Live Nation Entertainment Inc, (2)       4,864,404
69,051   Omnicom Group Inc       4,700,992
400,110   Verizon Communications Inc       21,201,829
46,904   ViacomCBS Inc, Class B       1,698,863
    Total Communication Services       64,439,359
    Consumer Discretionary  – 5.5%        
3,933   BorgWarner Inc       177,260
53,052   Hasbro Inc       5,080,259
84,397   Home Depot Inc       31,373,741
225,694   Newell Brands Inc       5,166,136
49,235   Target Corp       12,782,391
136,568   VF Corp       9,953,076
    Total Consumer Discretionary       64,532,863
    Consumer Staples  – 10.6%        
2,562   Archer-Daniels-Midland Co       164,583
44,871   Bunge Ltd       4,156,849
492,564   Coca-Cola Co       27,765,833
3,449   Colgate-Palmolive Co       262,779
44,043   General Mills Inc       2,721,857
837   J M Smucker Co       102,834
399,311   Keurig Dr Pepper Inc       14,411,134
331,306   Kroger Co       13,258,866
171,316   PepsiCo Inc       27,684,666
242,656   Procter & Gamble Co       34,697,382
    Total Consumer Staples       125,226,783
    Energy – 3.0%        
217,050   Baker Hughes Co       5,443,614
522,943   Halliburton Co       13,068,346
262,144   ONEOK Inc       16,677,601
    Total Energy       35,189,561
    Financials – 22.1%        
2,350   Aflac Inc       126,124
64


Table of Contents
Shares   Description (1)       Value
    Financials (continued)        
2,286   Allstate Corp       $282,710
130,123   American Express Co       22,612,775
190,556   American International Group Inc       11,259,954
474   Ameriprise Financial Inc       143,210
95,198   Bank of New York Mellon Corp       5,635,722
24,706   BlackRock Inc       23,309,123
3,039   Carlyle Group Inc       170,640
45,236   Charles Schwab Corp       3,710,709
98,934   Chubb Ltd       19,329,725
326,051   Citigroup Inc       22,549,687
87,298   CME Group Inc       19,253,574
204,959   Equitable Holdings Inc       6,866,126
588,311   Huntington Bancshares Inc       9,260,015
131,922   Loews Corp       7,396,866
112,295   Marsh & McLennan Cos Inc       18,730,806
1,852   MetLife Inc       116,306
225,521   Morgan Stanley       23,179,048
99,103   PNC Financial Services Group Inc       20,913,706
29,246   Progressive Corp       2,774,860
156,100   Prudential Financial Inc       17,178,805
202,217   Regions Financial Corp       4,788,499
1,316   State Street Corp       129,692
2,978   Truist Financial Corp       189,014
341,560   US Bancorp       20,619,977
    Total Financials       260,527,673
    Health Care – 16.2%        
79,974   Amgen Inc       16,552,219
45,813   Anthem Inc       19,934,611
122,603   Baxter International Inc       9,680,733
2,223   Biogen Inc, (2)       592,830
239,557   Boston Scientific Corp, (2)       10,332,093
339,792   Bristol-Myers Squibb Co       19,843,853
84,968   Cigna Corp       18,150,014
63,594   Danaher Corp       19,826,701
91,891   DENTSPLY SIRONA Inc       5,257,084
233,112   Elanco Animal Health Inc, (2)       7,664,723
34,817   Exact Sciences Corp, (2)       3,315,275
61,418   Gilead Sciences Inc       3,984,800
73,819   HCA Inc       18,488,707
363   Humana Inc       168,127
9,443   Laboratory Corp of America Holdings, (2)       2,710,330
65


Table of Contents
Nuveen ESG Large-Cap Value ETF (NULV) (continued)
Portfolio of Investments    October 31, 2021
Shares   Description (1)       Value
    Health Care (continued)        
770   PerkinElmer Inc       $136,205
3,670   Royalty Pharma PLC, Class A       145,075
46,120   Stryker Corp       12,271,148
34,037   Thermo Fisher Scientific Inc       21,547,804
9,218   Viatris Inc       123,060
1,019   Zimmer Biomet Holdings Inc       145,839
    Total Health Care       190,871,231
    Industrials – 13.6%        
104,069   3M Co       18,595,049
5,802   AMERCO       4,276,016
162,780   Carrier Global Corp       8,501,999
90,671   Caterpillar Inc       18,497,791
76,274   CH Robinson Worldwide Inc       7,397,815
20,836   Eaton Corp PLC       3,432,939
29,133   Emerson Electric Co       2,826,192
64,646   Expeditors International of Washington Inc       7,968,266
88,816   Fortive Corp       6,724,259
76,158   IHS Markit Ltd       9,955,374
70,543   Illinois Tool Works Inc       16,074,634
188,500   Johnson Controls International plc       13,830,245
53,492   Kansas City Southern       16,595,893
570   Nordson Corp       144,900
2,432   Otis Worldwide Corp       195,314
1,590   Owens Corning       148,522
1,655   PACCAR Inc       148,321
33,985   Roper Technologies Inc       16,580,262
654   Trane Technologies PLC       118,328
55,273   Waste Connections Inc       7,517,681
1,054   Xylem Inc/NY       137,642
    Total Industrials       159,667,442
    Information Technology – 10.9%        
92,696   Automatic Data Processing Inc       20,809,325
306,864   Cisco Systems Inc       17,175,178
744,144   Hewlett Packard Enterprise Co       10,901,710
171,856   HP Inc       5,212,392
510,237   Intel Corp       25,001,613
156,167   International Business Machines Corp       19,536,492
22,449   salesforce.com Inc, (2)       6,727,741
124,075   Texas Instruments Inc       23,261,581
    Total Information Technology       128,626,032
66


Table of Contents
Shares   Description (1)       Value
    Materials – 3.0%        
376,663   Amcor PLC       $4,546,322
59,818   DuPont de Nemours Inc       4,163,333
18,335   International Flavors & Fragrances Inc       2,703,496
3,859   International Paper Co       191,677
159,006   Mosaic Co       6,609,879
102,517   PPG Industries Inc       16,461,155
2,140   Steel Dynamics Inc       141,411
    Total Materials       34,817,273
    Real Estate – 5.2%        
22,949   CBRE Group Inc, (2)       2,388,532
43,604   Crown Castle International Corp       7,861,801
146,132   Equity Residential       12,625,805
279,744   Host Hotels & Resorts Inc, (2)       4,708,091
150,930   Prologis Inc       21,878,813
141,328   Welltower Inc       11,362,771
    Total Real Estate       60,825,813
    Utilities – 4.2%        
172,285   Consolidated Edison Inc       12,990,289
176,966   Eversource Energy       15,024,413
126,955   Sempra Energy       16,203,267
123,150   UGI Corp       5,345,941
    Total Utilities       49,563,910
    Total Long-Term Investments (cost $1,012,493,622)       1,174,287,940
    Other Assets Less Liabilities – 0.2%       2,324,923
    Net Assets – 100%       $ 1,176,612,863
  For Fund portfolio compliance purposes, the Fund’s industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund management. This definition may not apply for purposes of this report, which may combine industry sub-classifications into sectors for reporting ease.  
(1) All percentages shown in the Portfolio of Investments are based on net assets.  
(2) Non-income producing; issuer has not declared an ex-dividend date within the past twelve months.  
See accompanying notes to financial statements.
67


Table of Contents
Nuveen ESG Mid-Cap Growth ETF (NUMG)
Portfolio of Investments    October 31, 2021
Shares   Description (1)       Value
    LONG-TERM INVESTMENTS – 99.9%        
    COMMON STOCKS – 99.9%        
    Communication Services – 9.1%        
25,946   Altice USA Inc, (2)       $422,920
135,967   AMC Entertainment Holdings Inc, Class A, (2)       4,809,153
3,250   Cable One Inc       5,561,432
73,725   Live Nation Entertainment Inc, (2)       7,457,284
77,181   Match Group Inc, (2)       11,637,351
36,699   Take-Two Interactive Software Inc, (2)       6,642,519
    Total Communication Services       36,530,659
    Consumer Discretionary  – 12.7%        
811   Domino's Pizza Inc       396,555
45,395   Etsy Inc, (2)       11,380,072
31,023   Lear Corp       5,331,303
16,368   Pool Corp       8,432,139
42,721   Tractor Supply Co       9,277,720
21,679   Ulta Beauty Inc, (2)       7,963,997
23,335   Vail Resorts Inc       8,043,808
    Total Consumer Discretionary       50,825,594
    Consumer Staples  – 1.3%        
90,128   Lamb Weston Holdings Inc       5,087,726
    Energy – 1.9%        
297,543   Baker Hughes Co       7,462,378
    Financials – 3.3%        
141   MarketAxess Holdings Inc       57,623
12,007   SVB Financial Group, (2)       8,613,822
67,890   Voya Financial Inc       4,736,685
    Total Financials       13,408,130
    Health Care – 18.3%        
3,036   ABIOMED Inc, (2)       1,008,073
93,684   BioMarin Pharmaceutical Inc, (2)       7,422,583
67,115   Catalent Inc, (2)       9,252,474
83,013   Hologic Inc, (2)       6,085,683
26,949   Insulet Corp, (2)       8,354,729
6,848   Mettler-Toledo International Inc, (2)       10,141,066
33,407   Novavax Inc, (2)       4,971,964
52,291   Novocure Ltd, (2)       5,363,488
68


Table of Contents
Shares   Description (1)       Value
    Health Care (continued)        
18,101   STERIS PLC       $4,230,928
19,218   Waters Corp, (2)       7,063,576
22,521   West Pharmaceutical Services Inc       9,681,328
    Total Health Care       73,575,892
    Industrials – 12.0%        
29,559   Allegion plc       3,792,419
69,093   Copart Inc, (2)       10,729,452
19,649   Expeditors International of Washington Inc       2,421,936
22,373   Generac Holdings Inc, (2)       11,154,283
25,996   IDEX Corp       5,785,930
6,536   Lennox International Inc       1,956,094
32,131   Masco Corp       2,106,187
11,550   Old Dominion Freight Line Inc       3,942,592
47,081   Xylem Inc/NY       6,148,308
    Total Industrials       48,037,201
    Information Technology – 39.5%        
26,336   ANSYS Inc, (2)       9,996,619
75,958   Cadence Design Systems Inc, (2)       13,149,089
65,605   Cognex Corp       5,746,342
34,574   Coupa Software Inc, (2)       7,872,500
91,440   Dropbox Inc, Class A, (2)       2,788,006
15,100   Fair Isaac Corp, (2)       6,012,820
14,545   HubSpot Inc, (2)       11,784,795
13,069   Keysight Technologies Inc, (2)       2,352,681
212,800   Marvell Technology Inc       14,576,800
33,878   Okta Inc, (2)       8,373,964
18,729   Paycom Software Inc, (2)       10,260,683
55,932   PTC Inc, (2)       7,122,940
27,186   RingCentral Inc, Class A, (2)       6,627,403
36,435   Skyworks Solutions Inc       6,089,381
47,232   Splunk Inc, (2)       7,784,778
18,248   Teledyne Technologies Inc, (2)       8,197,367
94,359   Trimble Inc, (2)       8,244,146
11,500   Tyler Technologies Inc, (2)       6,247,030
17,125   Zebra Technologies Corp, Class A, (2)       9,143,894
59,149   Zendesk Inc, (2)       6,021,368
    Total Information Technology       158,392,606
69


Table of Contents
Nuveen ESG Mid-Cap Growth ETF (NUMG) (continued)
Portfolio of Investments    October 31, 2021
Shares   Description (1)       Value
    Materials – 1.8%        
79,235   Ball Corp       $ 7,248,418
    Total Long-Term Investments (cost $331,808,444)       400,568,604
    Other Assets Less Liabilities – 0.1%       308,114
    Net Assets – 100%       $ 400,876,718
  For Fund portfolio compliance purposes, the Fund’s industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund management. This definition may not apply for purposes of this report, which may combine industry sub-classifications into sectors for reporting ease.  
(1) All percentages shown in the Portfolio of Investments are based on net assets.  
(2) Non-income producing; issuer has not declared an ex-dividend date within the past twelve months.  
See accompanying notes to financial statements.
70


Table of Contents
Nuveen ESG Mid-Cap Value ETF (NUMV)
Portfolio of Investments    October 31, 2021
Shares   Description (1)       Value
    LONG-TERM INVESTMENTS – 99.8%        
    COMMON STOCKS – 99.8%        
    Communication Services – 4.7%        
8,176   Discovery Inc, (2), (3)       $191,645
98,286   Discovery Inc, (2)       2,217,332
107,259   Interpublic Group of Cos Inc       3,922,462
210,112   Lumen Technologies Inc       2,491,928
34,244   Omnicom Group Inc       2,331,332
51,502   ViacomCBS Inc, Class B       1,865,402
    Total Communication Services       13,020,101
    Consumer Discretionary  – 11.2%        
14,611   Autoliv Inc       1,415,075
18,604   Best Buy Co Inc       2,274,153
44,994   BorgWarner Inc       2,027,880
13,798   CarMax Inc, (2)       1,889,222
28,978   DR Horton Inc       2,586,866
27,537   Genuine Parts Co       3,610,376
45,048   Hasbro Inc       4,313,797
87,484   LKQ Corp, (2)       4,818,619
133,136   Newell Brands Inc       3,047,483
229   NVR Inc, (2)       1,120,909
79,638   PulteGroup Inc       3,828,995
    Total Consumer Discretionary       30,933,375
    Consumer Staples  – 3.2%        
47,737   Bunge Ltd       4,422,356
63,202   Campbell Soup Co       2,524,920
62,212   Conagra Brands Inc       2,003,226
    Total Consumer Staples       8,950,502
    Energy – 4.6%        
157,874   Baker Hughes Co       3,959,480
111,282   Halliburton Co       2,780,937
94,342   ONEOK Inc       6,002,038
    Total Energy       12,742,455
    Financials – 22.1%        
93,718   Ally Financial Inc       4,474,097
136,396   Annaly Capital Management Inc       1,153,910
39,630   Arthur J Gallagher & Co       6,644,762
31,254   Citizens Financial Group Inc       1,480,815
71


Table of Contents
Nuveen ESG Mid-Cap Value ETF (NUMV) (continued)
Portfolio of Investments    October 31, 2021
Shares   Description (1)       Value
    Financials (continued)        
138,651   Equitable Holdings Inc       $4,644,808
10,484   FactSet Research Systems Inc       4,653,743
11,956   First Republic Bank       2,586,441
7,388   Franklin Resources Inc       232,648
72,716   Hartford Financial Services Group Inc       5,303,178
194,692   KeyCorp       4,530,483
62,879   Lincoln National Corp       4,536,720
76,196   Loews Corp       4,272,310
5,985   Nasdaq Inc       1,256,072
72,488   Principal Financial Group Inc       4,863,220
10,801   Regions Financial Corp       255,768
8,957   SVB Financial Group, (2)       6,425,752
55,617   Voya Financial Inc       3,880,398
    Total Financials       61,195,125
    Health Care – 5.4%        
8,752   Cardinal Health Inc       418,433
673   DaVita Inc, (2)       69,481
27,360   Hologic Inc, (2)       2,005,762
13,976   Jazz Pharmaceuticals PLC, (2)       1,859,367
6,267   Laboratory Corp of America Holdings, (2)       1,798,754
32,091   Quest Diagnostics Inc       4,710,317
17,684   STERIS PLC       4,133,458
    Total Health Care       14,995,572
    Industrials – 16.9%        
6,013   Allegion plc       771,468
3,720   AMERCO       2,741,603
125,740   Carrier Global Corp       6,567,400
15,641   CH Robinson Worldwide Inc       1,517,021
877   Expeditors International of Washington Inc       108,099
70,816   Fastenal Co       4,042,177
35,179   Fortune Brands Home & Security Inc       3,567,151
17,852   IDEX Corp       3,973,320
18,575   Kansas City Southern       5,762,894
63,071   Masco Corp       4,134,304
30,430   Owens Corning       2,842,466
20,927   Pentair PLC       1,547,970
41,276   Robert Half International Inc       4,667,077
34,549   Xylem Inc/NY       4,511,754
    Total Industrials       46,754,704
    Information Technology – 7.9%        
1,394   F5 Networks Inc, (2)       294,343
72


Table of Contents
Shares   Description (1)       Value
    Information Technology (continued)        
725   Guidewire Software Inc, (2)       $91,154
162,498   Hewlett Packard Enterprise Co       2,380,596
112,959   NortonLifeLock Inc       2,874,806
14,494   Okta Inc, (2)       3,582,627
96,980   ON Semiconductor Corp, (2)       4,661,829
22,711   Skyworks Solutions Inc       3,795,689
24,574   Splunk Inc, (2)       4,050,287
    Total Information Technology       21,731,331
    Materials – 5.1%        
388,113   Amcor PLC       4,684,524
10,309   Martin Marietta Materials Inc       4,049,788
87,911   Mosaic Co       3,654,460
26,269   Steel Dynamics Inc       1,735,855
    Total Materials       14,124,627
    Real Estate – 14.3%        
27,233   Alexandria Real Estate Equities Inc       5,559,345
40,958   Boston Properties Inc       4,654,467
5,393   Camden Property Trust       879,598
39,656   CBRE Group Inc, (2)       4,127,396
114,745   Healthpeak Properties Inc       4,074,595
276,868   Host Hotels & Resorts Inc, (2)       4,659,688
40,079   Iron Mountain Inc       1,829,206
63,150   Regency Centers Corp       4,446,392
90,165   Ventas Inc       4,812,106
155,063   VICI Properties Inc       4,551,099
    Total Real Estate       39,593,892
    Utilities – 4.4%        
74,448   CMS Energy Corp       4,492,937
160,021   NiSource Inc       3,947,718
87,619   UGI Corp       3,803,541
    Total Utilities       12,244,196
    Total Long-Term Investments (cost $224,047,280)       276,285,880
    
73


Table of Contents
Nuveen ESG Mid-Cap Value ETF (NUMV) (continued)
Portfolio of Investments    October 31, 2021
Shares   Description (1) Coupon     Value
    INVESTMENTS PURCHASED WITH COLLATERAL FROM SECURITIES LENDING  –  0.1%      
    MONEY MARKET FUNDS  –  0.1%        
135,178   State Street Navigator Securities Lending Government Money Market Portfolio, (4) 0.030% (5)     $ 135,178
    Total Investments Purchased with Collateral from Securities Lending (cost $135,178)     135,178
    Total Investments (cost $224,182,458) – 99.9%       276,421,058
    Other Assets Less Liabilities – 0.1%       330,250
    Net Assets – 100%       $ 276,751,308
  For Fund portfolio compliance purposes, the Fund’s industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund management. This definition may not apply for purposes of this report, which may combine industry sub-classifications into sectors for reporting ease.  
(1) All percentages shown in the Portfolio of Investments are based on net assets.  
(2) Non-income producing; issuer has not declared an ex-dividend date within the past twelve months.  
(3) Investment, or a portion of investment, is out on loan for securities lending. The total value of the securities out on loan as of the end of the reporting period was $126,740.  
(4) The Fund may loan securities representing up to one third of the market value of its total assets (which includes collateral for securities on loan) to broker dealers, banks, and other institutions. The collateral maintained by the Fund shall have a market value, at the inception of each loan, equal to not less than 100% of the market value of the loaned securities. The cash collateral received by the Fund is invested in this money market fund.  
(5) The rate shown is the one-day yield as of the end of the reporting period.  
See accompanying notes to financial statements.
74


Table of Contents
Nuveen ESG Small-Cap ETF (NUSC)
Portfolio of Investments    October 31, 2021
Shares   Description (1)       Value
    LONG-TERM INVESTMENTS – 99.9%        
    COMMON STOCKS – 99.9%        
    Communication Services – 1.5%        
12,534   Bandwidth Inc, Class A, (2)       $1,068,900
19,875   Cardlytics Inc, (2)       1,563,368
67,267   Clear Channel Outdoor Holdings Inc, (2)       195,074
16,149   Gogo Inc, (2), (3)       262,583
84,992   Gray Television Inc       1,992,212
11,562   Hemisphere Media Group Inc, (2)       127,760
21,712   iHeartMedia Inc, Class A, (2)       420,779
47,691   John Wiley & Sons Inc, Class A       2,583,421
26,422   New York Times Co       1,442,377
28,238   Scholastic Corp       1,021,933
79,660   TEGNA Inc       1,566,116
37,154   Vimeo Inc, (2)       1,253,204
16,263   WideOpenWest Inc, (2)       309,810
3,281   World Wrestling Entertainment Inc       200,436
33,537   ZoomInfo Technologies Inc, (2)       2,254,357
    Total Communication Services       16,262,330
    Consumer Discretionary  – 15.1%        
19,232   1-800-Flowers.com Inc, Class A, (2)       617,732
19,551   2U Inc, (2)       577,537
37,225   Aaron's Co Inc       870,693
39,485   Academy Sports & Outdoors Inc, (2)       1,689,168
52,925   American Axle & Manufacturing Holdings Inc, (2)       480,559
19,554   American Public Education Inc, (2)       488,655
53,304   Arko Corp, (2)       511,185
21,853   Big Lots Inc       966,995
3,814   Boot Barn Holdings Inc, (2)       398,525
43,625   Bright Horizons Family Solutions Inc, (2)       7,241,750
18,583   Caleres Inc       428,524
46,984   Callaway Golf Co, (2)       1,270,917
24,578   Camping World Holdings Inc       915,531
52,289   Canoo Inc, (2), (3)       419,358
35,070   Carter's Inc       3,455,096
2,357   Century Communities Inc       158,060
1,517   Children's Place Inc, (2)       125,744
11,606   Columbia Sportswear Co       1,205,167
75


Table of Contents
Nuveen ESG Small-Cap ETF (NUSC) (continued)
Portfolio of Investments    October 31, 2021
Shares   Description (1)       Value
    Consumer Discretionary (continued)        
20,941   Crocs Inc, (2)       $3,380,925
54,304   Dana Inc       1,205,006
6,823   Deckers Outdoor Corp, (2)       2,697,200
17,998   Dorman Products Inc, (2)       1,878,631
18,290   Ethan Allen Interiors Inc       424,511
71,926   Foot Locker Inc       3,428,712
26,411   Franchise Group Inc       971,925
18,693   GameStop Corp, Class A, (2)       3,430,352
43,183   Gap Inc       979,822
127,638   GoPro Inc, Class A, (2)       1,098,963
4,345   Graham Holdings Co, Class B       2,545,518
29,686   Green Brick Partners Inc, (2)       773,320
6,777   Group 1 Automotive Inc       1,218,505
194,889   H&R Block Inc       4,496,089
254,399   Hanesbrands Inc       4,334,959
86,292   Harley-Davidson Inc       3,148,795
15,445   Helen of Troy Ltd, (2)       3,474,353
3,969   Hibbett Inc       307,359
92,044   Hilton Grand Vacations Inc, (2)       4,627,972
103,362   Houghton Mifflin Harcourt Co, (2)       1,466,707
30,053   iRobot Corp, (2)       2,507,021
6,261   Johnson Outdoors Inc       664,793
22,130   Kohl's Corp       1,073,969
35,819   Kontoor Brands Inc       1,898,407
14,255   Lands' End Inc, (2)       374,621
15,042   LCI Industries       2,100,465
46,461   Leggett & Platt Inc       2,176,698
43,054   Leslie's Inc, (2)       890,357
69,580   Levi Strauss & Co, Class A       1,821,604
1,053   LGI Homes Inc, (2)       157,213
7,723   Lithia Motors Inc       2,465,336
13,830   Lovesac Co, (2)       1,078,878
167,510   Macy's Inc       4,433,990
22,498   Malibu Boats Inc, (2)       1,588,584
23,984   MarineMax Inc, (2)       1,242,131
5,022   Meritage Homes Corp, (2)       545,942
35,953   Monro Inc       2,220,457
20,106   Murphy USA Inc       3,276,273
3,036   National Vision Holdings Inc, (2)       187,139
86,495   Nordstrom Inc, (2)       2,485,001
31,204   ODP Corp, (2)       1,351,133
76


Table of Contents
Shares   Description (1)       Value
    Consumer Discretionary (continued)        
15,728   Overstock.com Inc, (2)       $1,497,777
69,669   Petco Health & Wellness Co Inc, (2)       1,722,914
37,121   Planet Fitness Inc, Class A, (2)       2,952,976
20,754   PVH Corp, (2)       2,269,035
19,074   Ralph Lauren Corp       2,425,641
74,669   RealReal Inc, (2)       972,937
15,991   Rent-A-Center Inc/TX       851,681
21,116   Revolve Group Inc, (2)       1,584,545
63,270   Sally Beauty Holdings Inc, (2)       965,500
48,672   SeaWorld Entertainment Inc, (2)       3,090,672
39,187   Shake Shack Inc, Class A, (2)       2,710,565
18,453   Signet Jewelers Ltd       1,645,639
31,927   Six Flags Entertainment Corp, (2)       1,313,158
13,621   Sleep Number Corp, (2)       1,203,279
85,043   Sonos Inc, (2)       2,774,103
14,223   Steven Madden Ltd       641,457
106,795   Tapestry Inc       4,162,869
36,198   Taylor Morrison Home Corp, (2)       1,105,125
126,184   Terminix Global Holdings Inc, (2)       5,107,928
28,697   Thor Industries Inc       2,925,946
71,463   Travel + Leisure Co       3,883,299
43,528   Tupperware Brands Corp, (2)       968,063
99,149   Wendy's Co       2,211,023
9,686   Williams-Sonoma Inc       1,798,981
24,551   Wingstop Inc       4,234,311
4,520   Wolverine World Wide Inc       149,928
87,737   Workhorse Group Inc, (2), (3)       590,470
55,586   WW International Inc, (2)       964,973
40,738   Wyndham Hotels & Resorts Inc       3,441,139
9,110   XPEL Inc, (2)       691,449
33,464   YETI Holdings Inc, (2)       3,290,515
7,351   Zumiez Inc, (2)       299,186
    Total Consumer Discretionary       166,697,916
    Consumer Staples  – 3.3%        
14,685   BJ's Wholesale Club Holdings Inc, (2)       858,191
14,771   Chefs' Warehouse Inc, (2)       515,065
133,239   Darling Ingredients Inc, (2)       11,261,360
32,749   Edgewell Personal Care Co       1,145,888
66,152   Energizer Holdings Inc       2,412,564
30,910   Freshpet Inc, (2)       4,819,178
31,491   Herbalife Nutrition Ltd, (2)       1,461,183
77


Table of Contents
Nuveen ESG Small-Cap ETF (NUSC) (continued)
Portfolio of Investments    October 31, 2021
Shares   Description (1)       Value
    Consumer Staples (continued)        
23,388   Landec Corp, (2)       $227,331
11,997   Medifast Inc       2,354,651
103,301   Performance Food Group Co, (2)       4,672,304
12,462   United Natural Foods Inc, (2)       540,726
153,899   US Foods Holding Corp, (2)       5,335,678
34,557   Veru Inc, (2)       282,331
17,070   Vital Farms Inc, (2)       280,289
    Total Consumer Staples       36,166,739
    Energy – 3.4%        
142,454   Archrock Inc       1,166,698
58,559   Cactus Inc       2,547,317
127,585   ChampionX Corp, (2)       3,346,555
162,853   Clean Energy Fuels Corp, (2)       1,501,505
48,422   Core Laboratories NV       1,259,456
70,681   Delek US Holdings Inc, (2)       1,374,745
19,741   DMC Global Inc, (2)       824,779
104,222   DT Midstream Inc       4,998,487
57,284   Green Plains Inc, (2)       2,173,928
166,029   HollyFrontier Corp       5,611,780
101,504   Liberty Oilfield Services Inc, (2)       1,311,432
288,310   NOV Inc, (2)       4,042,106
105,456   Oceaneering International Inc, (2)       1,434,202
51,372   Renewable Energy Group Inc, (2)       3,287,808
459,782   TechnipFMC PLC, (2)       3,388,593
    Total Energy       38,269,391
    Financials – 14.6%        
859   Affiliated Managers Group Inc       144,209
15,535   Amalgamated Financial Corp       285,223
23,112   Amerant Bancorp Inc, (2)       613,624
41,990   Ameris Bancorp       2,199,856
30,862   Artisan Partners Asset Management Inc       1,528,904
6,847   Associated Banc-Corp       152,551
21,975   Banc of California Inc       446,752
55,714   Bancorp Inc, (2)       1,702,063
48,194   Bank OZK       2,152,826
2,343   Banner Corp       135,332
44,463   Berkshire Hills Bancorp Inc       1,207,170
21,283   BOK Financial Corp       2,153,201
3,374   Bryn Mawr Bank Corp       156,351
27,377   Byline Bancorp Inc       705,232
57,166   CNO Financial Group Inc       1,379,987
78


Table of Contents
Shares   Description (1)       Value
    Financials (continued)        
5,477   Commerce Bancshares Inc/MO       $386,183
3,423   Community Trust Bancorp Inc       149,517
25,640   Cowen Inc, Class A       967,397
18,070   Crawford & Co, Class A       156,125
8,959   Cullen/Frost Bankers Inc       1,160,191
2,937   Diamond Hill Investment Group Inc       636,918
32,691   Donnelley Financial Solutions Inc, (2)       1,252,719
25,703   East West Bancorp Inc       2,042,874
14,287   eHealth Inc, (2)       633,628
3,473   Employers Holdings Inc       134,058
26,852   Encore Capital Group Inc, (2)       1,450,545
15,214   Essent Group Ltd       730,272
9,668   Federal Agricultural Mortgage Corp, Class C       1,219,038
85,691   First American Financial Corp       6,267,440
55,234   First Busey Corp       1,407,915
1,243   First Eagle Private Credit LLC, (2), (4)       104
26,557   First Financial Bancorp       631,525
478,904   First Horizon Corp       8,127,001
3,707   First Interstate BancSystem Inc       154,100
14,303   First of Long Island Corp       287,919
5,691   Flagstar Bancorp Inc       268,558
341,749   FNB Corp/PA       3,981,376
7,694   Fulton Financial Corp       123,873
545,877   Genworth Financial Inc, Class A, (2)       2,243,554
14,819   Glacier Bancorp Inc       819,343
29,676   Green Dot Corp, Class A, (2)       1,257,075
92,844   Hancock Whitney Corp       4,593,921
78,249   Hannon Armstrong Sustainable Infrastructure Capital Inc       4,726,240
9,797   Hanover Insurance Group Inc       1,234,422
55,374   HarborOne Bancorp Inc       795,724
2,950   Independent Bank Corp       249,275
57,880   International Bancshares Corp       2,454,112
51,924   Janus Henderson Group PLC       2,414,466
31,513   KKR Real Estate Finance Trust Inc       684,147
34,231   Live Oak Bancshares Inc       3,052,721
19,617   LPL Financial Holdings Inc       3,217,580
21,062   Morningstar Inc       6,671,389
74,023   Mr Cooper Group Inc, (2)       3,245,168
2,961   National Bank Holdings Corp, Class A       128,419
5,930   NMI Holdings Inc, Class A, (2)       143,980
63,894   OceanFirst Financial Corp       1,416,530
79


Table of Contents
Nuveen ESG Small-Cap ETF (NUSC) (continued)
Portfolio of Investments    October 31, 2021
Shares   Description (1)       Value
    Financials (continued)        
54,749   OFG Bancorp       $1,417,999
28,396   Old National Bancorp/IN       485,004
94,644   Open Lending Corp, Class A, (2)       2,983,179
23,606   Origin Bancorp Inc       1,052,828
51,060   PennyMac Financial Services Inc       3,168,784
295,924   People's United Financial Inc       5,072,137
46,188   Pinnacle Financial Partners Inc       4,460,375
86,819   Popular Inc       7,070,539
49,266   PRA Group Inc, (2)       2,112,526
24,053   Premier Financial Corp       766,810
22,113   Primerica Inc       3,720,291
45,092   ProAssurance Corp       1,033,058
20,825   PROG Holdings Inc       842,371
14,200   Reinsurance Group of America Inc, Class A       1,676,736
146,346   Rocket Cos Inc, Class A, (3)       2,411,782
4,398   S&T Bancorp Inc       134,403
14,603   Seacoast Banking Corp of Florida       531,987
10,331   Silvergate Capital Corp, Class A, (2)       1,618,041
3,051   Southside Bancshares Inc       126,067
19,822   SouthState Corp       1,547,900
157,392   Starwood Property Trust Inc       4,008,774
17,880   State Auto Financial Corp       917,423
18,270   StoneX Group Inc, (2)       1,262,640
136,810   Synovus Financial Corp       6,373,978
30,183   TriState Capital Holdings Inc, (2)       906,999
35,910   Trupanion Inc, (2)       3,677,184
201,644   Valley National Bancorp       2,673,799
16,990   Victory Capital Holdings Inc       643,921
760   Virtus Investment Partners Inc       243,200
2,354   Washington Trust Bancorp Inc       128,670
38,557   Webster Financial Corp       2,157,650
26,868   Western Alliance Bancorp       3,119,106
50,561   Wintrust Financial Corp       4,474,649
29,256   Zions Bancorp NA       1,842,835
    Total Financials       161,144,268
    Health Care – 14.0%        
44,633   1Life Healthcare Inc, (2)       966,751
2,111   Acadia Healthcare Co Inc, (2)       130,882
35,778   Accelerate Diagnostics Inc, (2)       211,090
29,293   Acceleron Pharma Inc, (2)       5,102,255
34,921   Accolade Inc, (2)       1,389,507
80


Table of Contents
Shares   Description (1)       Value
    Health Care (continued)        
18,959   Achillion Pharmaceuticals Inc, (4)       $8,721
41,830   AdaptHealth Corp, (2)       1,139,867
3,863   Adaptive Biotechnologies Corp, (2)       129,063
1,197   Addus HomeCare Corp, (2)       111,920
33,211   Aerie Pharmaceuticals Inc, (2)       353,033
40,942   Agios Pharmaceuticals Inc, (2)       1,924,274
13,184   Alder Biopharmaceuticals Inc, (2), (4)       11,602
42,656   Alector Inc, (2)       927,341
25,638   Aligos Therapeutics Inc, (2)       408,413
20,211   Allakos Inc, (2)       2,032,822
57,516   Allogene Therapeutics Inc, (2)       991,576
68,493   Allscripts Healthcare Solutions Inc, (2)       943,834
39,089   Alphatec Holdings Inc, (2)       458,514
8,782   ALX Oncology Holdings Inc, (2)       492,143
539   Amedisys Inc, (2)       91,274
33,341   AMN Healthcare Services Inc, (2)       3,290,757
19,137   AnaptysBio Inc, (2)       629,607
26,470   Anavex Life Sciences Corp, (2)       496,048
27,529   AngioDynamics Inc, (2)       787,329
165,976   Antares Pharma Inc, (2)       620,750
18,574   Applied Therapeutics Inc, (2)       272,481
61,390   Arena Pharmaceuticals Inc, (2)       3,523,172
17,072   Arvinas Inc, (2)       1,478,094
75,108   Atara Biotherapeutics Inc, (2)       1,162,672
12,618   Atea Pharmaceuticals Inc, (2)       146,874
7,344   AtriCure Inc, (2)       551,241
16,322   Avanos Medical Inc, (2)       514,796
41,544   Axogen Inc, (2)       631,053
19,214   BioAtla Inc, (2)       561,625
94,563   BioCryst Pharmaceuticals Inc, (2)       1,411,826
23,645   Bionano Genomics Inc, (2), (3)       120,117
72,766   Bluebird Bio Inc, (2)       1,703,452
13,303   Bolt Biotherapeutics Inc, (2), (3)       174,136
46,035   Bridgebio Pharma Inc, (2)       2,273,208
131,534   Brookdale Senior Living Inc, (2)       854,971
6,211   Cassava Sciences Inc, (2)       267,880
45,467   Cerevel Therapeutics Holdings Inc, (2)       1,848,234
3,447   Chemed Corp       1,662,316
37,158   Chimerix Inc, (2)       194,708
34,586   Collegium Pharmaceutical Inc, (2)       678,923
3,940   Computer Programs and Systems Inc, (2)       142,234
81


Table of Contents
Nuveen ESG Small-Cap ETF (NUSC) (continued)
Portfolio of Investments    October 31, 2021
Shares   Description (1)       Value
    Health Care (continued)        
25,517   Corcept Therapeutics Inc, (2)       $459,306
16,802   Cortexyme Inc, (2)       221,786
10,607   CorVel Corp, (2)       1,943,415
50,874   Covetrus Inc, (2)       1,027,146
5,432   CryoLife Inc, (2)       112,116
31,700   CryoPort Inc, (2)       2,584,818
13,699   Cullinan Oncology Inc, (2), (3)       304,392
35,538   Curis Inc, (2)       230,997
74,952   Dicerna Pharmaceuticals Inc, (2)       1,559,751
113,997   Dynavax Technologies Corp, (2)       2,276,520
23,742   Dyne Therapeutics Inc, (2)       344,496
3,081   Eagle Pharmaceuticals Inc/DE, (2)       161,352
5,809   Eargo Inc, (2), (3)       51,119
2,005   Encompass Health Corp       127,438
25,923   Ensign Group Inc       2,022,253
33,610   Envista Holdings Corp, (2)       1,314,151
23,362   Essa Pharma Inc, (2)       212,594
2,453   Establishment Labs Holdings Inc, (2)       200,018
68,962   FibroGen Inc, (2)       766,857
11,871   Fulgent Genetics Inc, (2), (3)       984,343
31,495   G1 Therapeutics Inc, (2)       456,363
13,810   Glaukos Corp, (2)       631,255
28,364   Globus Medical Inc, (2)       2,188,850
27,918   Haemonetics Corp, (2)       1,918,246
40,454   Hanger Inc, (2)       755,681
14,398   Harmony Biosciences Holdings Inc, (2)       597,085
9,624   Heska Corp, (2)       2,151,253
11,544   Hill-Rom Holdings Inc       1,788,166
70,544   Hims & Hers Health Inc, (2)       550,243
39,189   Homology Medicines Inc, (2)       224,553
34,247   Humanigen Inc, (2), (3)       245,893
7,671   IGM Biosciences Inc, (2)       359,923
37,998   Immunovant Inc, (2)       305,504
18,352   Inari Medical Inc, (2)       1,661,223
7,188   Inogen Inc, (2)       285,004
119,917   Inovio Pharmaceuticals Inc, (2), (3)       856,207
1,518   Integra LifeSciences Holdings Corp, (2)       100,886
24,126   Intersect ENT Inc, (2)       650,678
4,270   Intra-Cellular Therapies Inc, (2)       183,909
18,418   iRhythm Technologies Inc, (2)       1,291,839
2,779   Joint Corp, (2)       243,107
82


Table of Contents
Shares   Description (1)       Value
    Health Care (continued)        
11,334   Kinnate Biopharma Inc, (2)       $269,409
17,604   Kronos Bio Inc, (2)       289,762
15,049   Krystal Biotech Inc, (2)       753,804
61,218   Kura Oncology Inc, (2)       1,005,200
3,744   LeMaitre Vascular Inc       194,725
4,983   LHC Group Inc, (2)       670,662
1,500   LivaNova PLC, (2)       115,080
21,067   MacroGenics Inc, (2)       411,439
4,329   MEDNAX Inc, (2)       117,879
33,201   Meridian Bioscience Inc, (2)       624,511
35,757   Merit Medical Systems Inc, (2)       2,405,016
18,493   Mersana Therapeutics Inc, (2)       158,300
27,875   Mirati Therapeutics Inc, (2)       5,268,932
5,998   ModivCare Inc, (2)       976,294
37,315   Molecular Templates Inc, (2)       194,784
13,608   National Research Corp       589,226
31,610   Natus Medical Inc, (2)       791,830
71,924   NeoGenomics Inc, (2)       3,308,504
22,709   Nuvation Bio Inc, (2)       208,242
78,612   Ocugen Inc, (2)       930,766
457,014   OPKO Health Inc, (2)       1,732,083
26,467   Ortho Clinical Diagnostics Holdings PLC, (2)       523,253
2,853   Orthofix Medical Inc, (2)       102,651
14,679   OrthoPediatrics Corp, (2)       1,044,704
36,314   Owens & Minor Inc       1,302,946
26,245   Passage Bio Inc, (2)       228,856
41,865   Patterson Cos Inc       1,308,700
29,236   Pennant Group Inc, (2)       747,565
6,461   Penumbra Inc, (2)       1,786,790
49,010   Perrigo Co PLC       2,212,801
23,947   PetIQ Inc, (2), (3)       599,872
11,144   Phathom Pharmaceuticals Inc, (2), (3)       262,218
13,363   Pliant Therapeutics Inc, (2), (3)       212,873
11,714   PMV Pharmaceuticals Inc, (2)       276,685
22,965   Praxis Precision Medicines Inc, (2)       477,672
46,004   Precision BioSciences Inc, (2)       436,578
9,811   Prelude Therapeutics Inc, (2)       172,477
38,232   Progyny Inc, (2)       2,348,592
24,536   Prothena Corp PLC, (2)       1,358,068
3,574   Pulmonx Corp, (2)       139,136
23,209   Quidel Corp, (2)       3,081,459
83


Table of Contents
Nuveen ESG Small-Cap ETF (NUSC) (continued)
Portfolio of Investments    October 31, 2021
Shares   Description (1)       Value
    Health Care (continued)        
54,937   Quotient Ltd, (2)       $138,991
126,835   R1 RCM Inc, (2)       2,752,319
13,055   Reata Pharmaceuticals Inc, (2)       1,253,411
5,873   Relmada Therapeutics Inc, (2)       137,839
21,371   Repligen Corp, (2)       6,208,275
4,588   Revance Therapeutics Inc, (2)       63,085
36,753   Rhythm Pharmaceuticals Inc, (2)       423,027
41,006   Rocket Pharmaceuticals Inc, (2)       1,218,288
60,892   Sarepta Therapeutics Inc, (2)       4,818,384
4,111   Seer Inc, (2), (3)       151,778
5,448   Select Medical Holdings Corp       180,983
89,704   Senseonics Holdings Inc, (2), (3)       313,964
15,235   Shattuck Labs Inc, (2)       294,036
11,990   Shockwave Medical Inc, (2)       2,562,263
35,338   Signify Health Inc, Class A, (2)       567,882
10,926   Silverback Therapeutics Inc, (2)       94,291
2,923   Simulations Plus Inc       147,612
6,999   STAAR Surgical Co, (2)       829,102
14,871   Surgery Partners Inc, (2)       611,793
24,341   Sutro Biopharma Inc, (2)       490,715
17,762   Taysha Gene Therapies Inc, (2), (3)       277,798
149,641   Tilray Inc, (2), (3)       1,541,302
23,349   Tivity Health Inc, (2)       584,192
11,534   TransMedics Group Inc, (2)       316,378
40,245   Ultragenyx Pharmaceutical Inc, (2)       3,377,360
36,285   uniQure NV, (2)       1,105,604
1,266   US Physical Therapy Inc       136,551
8,160   Vapotherm Inc, (2)       186,619
41,237   Varex Imaging Corp, (2)       1,107,213
32,335   Vir Biotechnology Inc, (2)       1,220,000
34,864   Vocera Communications Inc, (2)       1,972,605
31,018   Xenon Pharmaceuticals Inc, (2)       966,211
27,552   Y-mAbs Therapeutics Inc, (2)       676,677
262,030   Zomedica Corp, (2), (3)       133,740
    Total Health Care       154,674,754
    Industrials – 16.4%        
20,121   AAON Inc       1,441,670
22,335   Acuity Brands Inc       4,588,279
165,892   ADT Inc       1,385,198
29,989   Advanced Drainage Systems Inc       3,382,759
32,015   AECOM, (2)       2,188,866
84


Table of Contents
Shares   Description (1)       Value
    Industrials (continued)        
82,680   Allison Transmission Holdings Inc       $2,758,205
12,067   ArcBest Corp       1,084,220
1,936   Armstrong World Industries Inc       204,538
25,219   ASGN Inc, (2)       3,017,706
22,225   Atkore Inc, (2)       2,100,929
36,708   Axon Enterprise Inc, (2)       6,605,972
99,443   AZEK Co Inc, (2)       3,648,564
59,674   Beacon Roofing Supply Inc, (2)       3,154,964
15,847   Blink Charging Co, (2), (3)       503,935
42,133   Boise Cascade Co       2,385,571
64,592   Builders FirstSource Inc, (2)       3,763,776
22,232   Carlisle Cos Inc       4,955,957
28,190   Columbus McKinnon Corp/NY       1,332,541
22,543   Comfort Systems USA Inc       2,062,008
52,009   Cornerstone Building Brands Inc, (2)       744,249
14,169   Curtiss-Wright Corp       1,809,098
41,927   Donaldson Co Inc       2,516,039
14,075   Echo Global Logistics Inc, (2)       678,837
5,184   EMCOR Group Inc       629,804
33,598   Energy Recovery Inc, (2)       682,711
1,487   EnPro Industries Inc       133,324
54,249   Flowserve Corp       1,823,851
2,056   Franklin Electric Co Inc       177,597
30,085   FTI Consulting Inc, (2)       4,329,833
34,044   GATX Corp       3,229,073
41,500   GMS Inc, (2)       2,055,495
58,273   Great Lakes Dredge & Dock Corp, (2)       886,915
76,344   Healthcare Services Group Inc       1,465,041
31,925   Herman Miller Inc       1,242,521
31,165   Hexcel Corp, (2)       1,768,302
10,264   Hub Group Inc, Class A, (2)       806,443
19,818   Hubbell Inc       3,951,115
91,879   Hyliion Holdings Corp, (2), (3)       743,301
7,646   Hyster-Yale Materials Handling Inc       367,314
22,846   IAA Inc, (2)       1,362,764
5,206   ICF International Inc       523,151
24,967   Korn Ferry       1,927,702
11,386   Landstar System Inc       2,001,773
7,264   Lindsay Corp       1,058,147
31,508   Luxfer Holdings PLC       633,626
15,494   ManpowerGroup Inc       1,497,495
85


Table of Contents
Nuveen ESG Small-Cap ETF (NUSC) (continued)
Portfolio of Investments    October 31, 2021
Shares   Description (1)       Value
    Industrials (continued)        
34,273   Matthews International Corp, Class A       $1,177,963
66,049   Maxar Technologies Inc       1,753,601
26,057   McGrath RentCorp       1,879,752
49,548   Mercury Systems Inc, (2)       2,553,704
23,162   Montrose Environmental Group Inc, (2)       1,587,755
4,832   Moog Inc, Class A       364,961
74,668   MRC Global Inc, (2)       619,744
11,906   MSA Safety Inc       1,821,975
10,441   Mueller Water Products Inc       171,337
17,927   MYR Group Inc, (2)       1,831,243
255,626   Nielsen Holdings PLC       5,176,427
1,462   Oshkosh Corp       156,434
70,950   PAE Inc, (2)       703,824
149,966   Pitney Bowes Inc       1,040,764
13,349   Proto Labs Inc, (2)       798,404
23,332   Quanta Services Inc       2,829,705
38,508   Raven Industries Inc, (2)       2,226,533
5,506   Regal Rexnord Corp       838,729
71,611   Resideo Technologies Inc, (2)       1,765,927
57,959   Ryder System Inc       4,923,617
28,449   Schneider National Inc, Class B       709,518
38,677   SiteOne Landscape Supply Inc, (2)       9,087,548
8,177   SPX FLOW Inc       610,904
27,862   Steelcase Inc, Class A       331,558
23,296   Sterling Construction Co Inc, (2)       560,036
19,582   Tennant Co       1,555,986
68,369   Toro Co       6,527,188
57,890   Trex Co Inc, (2)       6,159,496
23,340   TriNet Group Inc, (2)       2,363,175
72,665   Triton International Ltd       4,519,036
38,297   TrueBlue Inc, (2)       1,066,571
10,942   Valmont Industries Inc       2,614,700
11,266   Vectrus Inc, (2)       545,612
8,790   Veritiv Corp, (2)       942,903
49,788   Virgin Galactic Holdings Inc, (2)       933,525
10,330   Watts Water Technologies Inc       1,962,907
143,804   Welbilt Inc, (2)       3,402,403
46,599   WESCO International Inc, (2)       6,037,366
185,316   WillScot Mobile Mini Holdings Corp, (2)       6,439,731
24,716   Zurn Water Solutions Corp       896,697
    Total Industrials       181,100,438
86


Table of Contents
Shares   Description (1)       Value
    Information Technology – 15.3%        
90,935   ACI Worldwide Inc, (2)       $2,789,886
5,060   ADTRAN Inc       93,509
38,492   Altair Engineering Inc, (2)       2,994,293
8,464   Appian Corp, (2)       841,406
17,790   Asana Inc, Class A, (2)       2,415,882
13,302   Aspen Technology Inc, (2)       2,084,290
48,383   Avaya Holdings Corp, (2)       900,891
20,129   Avid Technology Inc, (2)       576,495
5,844   Avnet Inc       222,715
14,477   Badger Meter Inc       1,480,273
5,265   Benchmark Electronics Inc       122,727
8,540   BigCommerce Holdings Inc, (2)       394,633
21,307   Bill.com Holdings Inc, (2)       6,270,863
7,680   Blackline Inc, (2)       974,362
45,159   Bottomline Technologies DE Inc, (2)       2,090,862
13,727   BTRS Holdings Inc, (2)       117,915
79,220   CDK Global Inc       3,447,654
9,022   Cerence Inc, (2)       948,483
16,511   Ciena Corp, (2)       896,382
6,631   Cirrus Logic Inc, (2)       535,851
1,021   Coherent Inc, (2)       259,742
73,860   CommScope Holding Co Inc, (2)       791,041
1,844   CommVault Systems Inc, (2)       113,406
32,199   Concentrix Corp       5,721,118
15,738   CTS Corp       560,588
46,748   Diebold Nixdorf Inc, (2)       420,732
52,777   Dolby Laboratories Inc, Class A       4,662,848
3,016   Domo Inc, Class B, (2)       266,464
28,068   Duck Creek Technologies Inc, (2)       884,142
66,085   E2open Parent Holdings Inc, (2)       826,062
16,354   Elastic NV, (2)       2,837,583
14,541   ePlus Inc, (2)       1,607,798
36,012   ExlService Holdings Inc, (2)       4,416,152
1,868   FARO Technologies Inc, (2)       137,429
55,586   First Solar Inc, (2)       6,647,530
27,174   Five9 Inc, (2)       4,293,764
117,148   Flex Ltd, (2)       1,979,801
27,080   Harmonic Inc, (2)       245,616
30,212   Ichor Holdings Ltd, (2)       1,320,869
37,823   Insight Enterprises Inc, (2)       3,581,838
31,494   Itron Inc, (2)       2,449,288
87


Table of Contents
Nuveen ESG Small-Cap ETF (NUSC) (continued)
Portfolio of Investments    October 31, 2021
Shares   Description (1)       Value
    Information Technology (continued)        
28,453   Jamf Holding Corp, (2)       $1,355,785
27,423   Kimball Electronics Inc, (2)       788,411
66,818   Kulicke & Soffa Industries Inc       3,808,626
12,919   LivePerson Inc, (2)       665,458
32,942   Lumentum Holdings Inc, (2)       2,720,350
102,091   Mandiant Inc, (2)       1,780,467
9,104   Manhattan Associates Inc, (2)       1,652,740
28,466   Methode Electronics Inc       1,197,565
14,762   MicroVision Inc, (2), (3)       112,339
21,548   Mimecast Ltd, (2)       1,625,581
14,170   Model N Inc, (2)       459,250
77,349   National Instruments Corp       3,285,012
2,527   nCino Inc, (2)       183,612
129,158   NCR Corp, (2)       5,106,907
31,632   New Relic Inc, (2)       2,567,253
3,745   Novanta Inc, (2)       646,237
56,989   Nutanix Inc, (2)       1,955,293
52,813   Onto Innovation Inc, (2)       4,183,318
16,324   OSI Systems Inc, (2)       1,519,928
23,852   PAR Technology Corp, (2), (3)       1,498,383
12,325   Paylocity Holding Corp, (2)       3,760,850
36,609   Plantronics Inc, (2)       979,657
1,384   Plexus Corp, (2)       120,851
21,605   Progress Software Corp       1,110,713
32,771   PROS Holdings Inc, (2)       983,130
2,937   Qualys Inc, (2)       365,598
37,474   Rackspace Technology Inc, (2), (3)       498,029
117,888   Rambus Inc, (2)       2,743,254
1,791   Rapid7 Inc, (2)       230,591
102,080   Ribbon Communications Inc, (2)       558,378
4,110   Rogers Corp, (2)       826,603
27,834   ScanSource Inc, (2)       995,900
8,619   ShotSpotter Inc, (2)       335,365
23,524   Smartsheet Inc, Class A, (2)       1,623,391
23,570   Sprout Social Inc, Class A, (2)       3,009,418
38,507   SPS Commerce Inc, (2)       5,881,174
10,071   Synaptics Inc, (2)       1,959,514
5,530   Telos Corp, (2)       143,282
72,924   Teradata Corp, (2)       4,124,581
20,189   TTEC Holdings Inc       1,905,640
23,595   Universal Display Corp       4,322,604
88


Table of Contents
Shares   Description (1)       Value
    Information Technology (continued)        
38,857   Upwork Inc, (2)       $1,830,942
6,306   Viavi Solutions Inc, (2)       97,112
4,395   Vishay Precision Group Inc, (2)       149,826
68,246   Vontier Corp       2,308,762
44,875   WEX Inc, (2)       6,717,787
50,094   Wolfspeed Inc, (2)       6,016,790
9,701   Workiva Inc, (2)       1,450,785
174,347   Xerox Holdings Corp       3,103,377
    Total Information Technology       169,489,602
    Materials – 4.5%        
27,792   AptarGroup Inc       3,356,718
98,138   Avient Corp       5,287,676
136,612   Axalta Coating Systems Ltd, (2)       4,260,928
17,641   Clearwater Paper Corp, (2)       737,923
26,983   Coeur Mining Inc, (2)       170,802
27,394   Commercial Metals Co       881,539
29,147   Compass Minerals International Inc       1,912,043
24,975   Domtar Corp, (2)       1,363,385
2,625   Greif Inc, Class A       169,785
4,605   Greif Inc, Class B       300,522
14,328   Ingevity Corporation, (2)       1,116,295
26,417   Innospec Inc       2,393,644
23,378   Koppers Holdings Inc, (2)       820,334
65,801   Louisiana-Pacific Corp       3,877,653
6,417   Materion Corp       463,179
28,921   Minerals Technologies Inc       2,051,656
19,839   Myers Industries Inc       408,287
2,066   Neenah Inc       104,416
50,864   Reliance Steel & Aluminum Co       7,434,282
16,776   Royal Gold Inc       1,661,160
26,138   Schnitzer Steel Industries Inc       1,406,224
2,604   Sonoco Products Co       150,902
13,032   Stepan Co       1,564,101
23,738   Trinseo PLC       1,330,752
194,516   Valvoline Inc       6,605,763
    Total Materials       49,829,969
    Real Estate – 9.8%        
70,685   Alexander & Baldwin Inc       1,733,903
38,786   Brandywine Realty Trust       513,915
71,736   Brixmor Property Group Inc       1,681,492
54,169   CatchMark Timber Trust Inc       463,687
89


Table of Contents
Nuveen ESG Small-Cap ETF (NUSC) (continued)
Portfolio of Investments    October 31, 2021
Shares   Description (1)       Value
    Real Estate (continued)        
14,101   Centerspace       $1,427,585
7,438   Columbia Property Trust Inc       142,586
42,559   CoreSite Realty Corp       6,062,955
17,008   Cushman & Wakefield PLC, (2)       312,777
83,649   CyrusOne Inc       6,860,891
165,682   DiamondRock Hospitality Co, (2)       1,497,765
67,353   Douglas Emmett Inc       2,201,096
90,112   Easterly Government Properties Inc       1,895,055
155,024   Empire State Realty Trust Inc       1,500,632
131,200   Equity Commonwealth, (2)       3,402,016
16,088   Federal Realty Investment Trust       1,936,191
85,850   First Industrial Realty Trust Inc       4,999,046
63,194   Five Point Holdings LLC, Class A, (2)       465,108
110,045   Franklin Street Properties Corp       495,203
2,808   Howard Hughes Corp, (2)       244,661
13,879   Hudson Pacific Properties Inc       357,384
107,549   Independence Realty Trust Inc       2,541,383
19,230   iStar Inc       485,365
126,755   JBG SMITH Properties       3,658,149
2,552   Jones Lang LaSalle Inc, (2)       659,003
121,653   Kennedy-Wilson Holdings Inc       2,721,378
70,609   Kilroy Realty Corp       4,757,634
175,819   Kimco Realty Corp       3,973,509
13,039   Lexington Realty Trust       189,978
12,883   Life Storage Inc       1,723,874
126,027   Macerich Co       2,279,828
25,719   Marcus & Millichap Inc, (2)       1,211,365
128,697   MGM Growth Properties LLC       5,068,088
9,850   Newmark Group Inc, Class A       146,568
69,285   Outfront Media Inc       1,724,504
199,488   Park Hotels & Resorts Inc, (2)       3,696,513
10,739   Physicians Realty Trust       204,148
87,985   Piedmont Office Realty Trust Inc       1,562,614
72,324   PotlatchDeltic Corp       3,780,376
149,343   Rayonier Inc       5,574,974
90,912   Realogy Holdings Corp, (2)       1,574,596
61,017   Rexford Industrial Realty Inc       4,100,342
12,330   RMR Group Inc       428,961
21,711   Ryman Hospitality Properties Inc, (2)       1,857,159
18,313   SITE Centers Corp       290,994
53,077   SL Green Realty Corp       3,719,105
90


Table of Contents
Shares   Description (1)       Value
    Real Estate (continued)        
35,008   St Joe Co       $1,646,076
231,969   Sunstone Hotel Investors Inc, (2)       2,862,498
22,625   Tejon Ranch Co, (2)       412,001
240,319   Uniti Group Inc       3,438,965
90,532   Washington Real Estate Investment Trust       2,294,986
122,161   Xenia Hotels & Resorts Inc, (2)       2,174,466
    Total Real Estate       108,953,348
    Utilities – 2.0%        
83,240   Clearway Energy Inc       2,953,355
6,989   Clearway Energy Inc       230,567
81,528   NextEra Energy Partners LP       7,035,867
57,001   ONE Gas Inc       3,836,167
62,403   Southwest Gas Holdings Inc       4,321,408
89,877   Sunnova Energy International Inc, (2)       4,004,919
    Total Utilities       22,382,283
    Total Long-Term Investments (cost $938,348,624)       1,104,971,038
    
Shares   Description (1) Coupon     Value
    INVESTMENTS PURCHASED WITH COLLATERAL FROM SECURITIES LENDING  –  0.7%      
    MONEY MARKET FUNDS  –  0.7%        
7,673,457   State Street Navigator Securities Lending Government Money Market Portfolio, (5) 0.030% (6)     $ 7,673,457
    Total Investments Purchased with Collateral from Securities Lending (cost $7,673,457)     7,673,457
    Total Investments (cost $946,022,081) – 100.6%       1,112,644,495
    Other Assets Less Liabilities – (0.6)%       (6,278,870)
    Net Assets – 100%       $ 1,106,365,625
  For Fund portfolio compliance purposes, the Fund’s industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund management. This definition may not apply for purposes of this report, which may combine industry sub-classifications into sectors for reporting ease.  
(1) All percentages shown in the Portfolio of Investments are based on net assets.  
(2) Non-income producing; issuer has not declared an ex-dividend date within the past twelve months.  
(3) Investment, or a portion of investment, is out on loan for securities lending. The total value of the securities out on loan as of the end of the reporting period was $7,374,647.  
(4) Investment valued at fair value using methods determined in good faith by, or at the discretion of, the Board. For fair value measurement disclosure purposes, investment classified as Level 3.  
(5) The Fund may loan securities representing up to one third of the market value of its total assets (which includes collateral for securities on loan) to broker dealers, banks, and other institutions. The collateral maintained by the Fund shall have a market value, at the inception of each loan, equal to not less than 100% of the market value of the loaned securities. The cash collateral received by the Fund is invested in this money market fund.  
(6) The rate shown is the one-day yield as of the end of the reporting period.  
See accompanying notes to financial statements.
91


Table of Contents
Statement of Assets and Liabilities
October 31, 2021
  NUDV NUEM NUDM NULC NULG NULV NUMG NUMV NUSC
Assets                  
Long-term investments, at value (cost $4,991,077, $110,685,276, $146,173,364, $22,670,044, $735,327,403, $1,012,493,622, $331,808,444, $224,047,280 and $938,348,624, respectively)(1) $5,119,064 $122,976,411 $160,489,615 $30,260,387 $941,961,638 $1,174,287,940 $400,568,604 $276,285,880 $1,104,971,038
Investment purchased with collateral from securities lending, at value (cost approximates value)  —  —  —  — 2,000,613  —  — 135,178 7,673,457
Cash 10,753 222,083 435,854 52,620 927,737 1,842,703 409,180 533,410 1,399,448
Cash denominated in foreign currencies (cost $—, $—, $12,620, $—, $—, $—, $—, $and $—, respectively)  —  — 12,536  —  —  —  —  —  —
Receivable for:                  
Dividends 8,351 82,783 355,818 26,838 180,670 2,241,125  — 306,305 272,142
Reclaims  — 677 249,497 246 38 141  — 1,041  —
Securities lending income  — 201  — 4 582  —  — 241 6,665
Other Assets  — 623  —  — 4,046 7,354 1,134  — 5,096
Total assets 5,138,168 123,282,778 161,543,320 30,340,095 945,075,324 1,178,379,263 400,978,918 277,262,055 1,114,327,846
Liabilities                  
Payable for:                  
Capital gains tax  — 350,116  —  —  —  —  —  —  —
Collateral from securities lending program  —  —  —  — 2,000,613  —  — 135,178 7,673,457
Investments purchased - regular settlement  —  —  —  —  — 1,508,686  — 304,074  —
Investments purchased - when-issued/delayed-delivery settlement  — 206  —  —  —  —  —  —  —
Accrued expenses:                  
Management fees 1,068 35,587 38,724 4,848 186,726 241,665 97,489 68,487 274,069
Professional fees 6 426 536 99 3,069 3,934 1,362 921 3,662
Trustees fees 28 891 1,149 221 5,078 6,613 2,214 2,087 6,277
Other  —  —  —  — 3,990 5,502 1,135  — 4,756
Total liabilities 1,102 387,226 40,409 5,168 2,199,476 1,766,400 102,200 510,747 7,962,221
Net assets $5,137,066 $122,895,552 $161,502,911 $30,334,927 $942,875,848 $1,176,612,863 $400,876,718 $276,751,308 $1,106,365,625
Shares outstanding 200,000 3,600,000 5,000,000 700,000 13,100,000 29,850,000 6,950,000 7,200,000 24,450,000
Net asset value ("NAV") per share $ 25.69 $ 34.14 $ 32.30 $ 43.34 $ 71.98 $ 39.42 $ 57.68 $ 38.44 $ 45.25
Net assets consist of:                  
Capital paid-in $5,000,000 $114,518,265 $143,438,225 $20,934,124 $690,651,435 $ 962,850,969 $285,476,184 $207,236,773 $ 866,814,734
Total distributable earnings 137,066 8,377,287 18,064,686 9,400,803 252,224,413 213,761,894 115,400,534 69,514,535 239,550,891
Net assets $5,137,066 $122,895,552 $161,502,911 $30,334,927 $942,875,848 $1,176,612,863 $400,876,718 $276,751,308 $1,106,365,625
Authorized shares Unlimited Unlimited Unlimited Unlimited Unlimited Unlimited Unlimited Unlimited Unlimited
Par value per share $ 0.01 $ 0.01 $ 0.01 $ 0.01 $ 0.01 $ 0.01 $ 0.01 $ 0.01 $ 0.01
    
(1) Includes securities loaned of $1,949,354, $126,740 and $7,374,647 for NULG, NUMV and NUSC, respectively.
See accompanying notes to financial statements.
92


Table of Contents
Statement of Operations
Year Ended October 31, 2021
  NUDV (1) NUEM NUDM NULC NULG NULV NUMG NUMV NUSC
Investment Income                  
Investment Income $ 11,028 $2,014,831 $ 4,387,555 $ 331,887 $ 2,914,278 $ 21,963,667 $ 1,012,277 $ 4,043,839 $ 9,948,048
Securities lending income, net  — 374 9 278 17,571 30,587  — 10,783 81,644
Foreign tax withheld on dividend income  — (246,602) (448,637) (19)  — (1,599)  —  — (21,693)
Total investment income 11,028 1,768,603 3,938,927 332,146 2,931,849 21,992,655 1,012,277 4,054,622 10,007,999
Expenses                  
Management fees 1,170 399,819 428,940 47,157 2,197,988 3,008,674 1,179,838 802,779 3,132,288
Professional fees 6 1,165 1,387 305 8,317 11,244 3,938 2,601 10,021
Trustees fees 28 2,930 3,559 770 19,821 27,363 9,305 6,719 25,104
Total expenses 1,204 403,914 433,886 48,232 2,226,126 3,047,281 1,193,081 812,099 3,167,413
Net investment income (loss) 9,824 1,364,689 3,505,041 283,914 705,723 18,945,374 (180,804) 3,242,523 6,840,586
Realized and Unrealized Gain (Loss)                  
Net realized gain (loss) from:                  
Investments and foreign currency (745) 4,176,730 5,484,486 1,580,986 45,147,470 42,375,369 47,003,207 20,277,055 71,288,449
In-kind redemptions  —  —  —  — 33,580,463 16,717,581 3,709,342  — 1,716,397
Change in net unrealized appreciation (depreciation) of investments and foreign currency 127,987 3,168,035 15,607,992 6,333,223 162,316,822 170,642,340 40,699,813 47,745,906 134,772,548
Net realized and unrealized gain (loss) 127,242 7,344,765 21,092,478 7,914,209 241,044,755 229,735,290 91,412,362 68,022,961 207,777,394
Net increase (decrease) in net assets from operations $137,066 $8,709,454 $24,597,519 $8,198,123 $241,750,478 $248,680,664 $91,231,558 $71,265,484 $214,617,980
    
(1) For the period September 27, 2021 (commencement of operations) through October 31, 2021.
See accompanying notes to financial statements.
93


Table of Contents
Statement of Changes in Net Assets
  NUDV   NUEM
  For the Period
9/27/21
(commencement of
operations) through
10/31/21
  Year Ended
10/31/21
Year Ended
10/31/20
Operations        
Net investment income (loss) $ 9,824   $ 1,364,689 $ 763,309
Net realized gain (loss) from:        
Investments and foreign currency (745)   4,176,730 (5,403,584)
In-kind redemptions  —    — (293,179)
Change in net unrealized appreciation (depreciation) of investments and foreign currency 127,987   3,168,035 8,514,368
Net increase (decrease) in net assets from operations 137,066   8,709,454 3,580,914
Distributions to Shareholders        
Dividends  —   (843,800) (1,191,300)
Decrease in net assets from distributions to shareholders  —   (843,800) (1,191,300)
Fund Share Transactions        
Proceeds from shares sold 5,000,000   68,334,486 11,165,263
Cost of shares redeemed  —    — (23,113,970)
Net increase (decrease) in net assets from Fund share transactions 5,000,000   68,334,486 (11,948,707)
Net increase (decrease) in net assets 5,137,066   76,200,140 (9,559,093)
Net assets at the beginning of period  —   46,695,412 56,254,505
Net assets at the end of period $5,137,066   $122,895,552 $ 46,695,412
    
See accompanying notes to financial statements.
94


Table of Contents
Statement of Changes in Net Assets (continued)
  NUDM   NULC
  Year Ended
10/31/21
Year Ended
10/31/20
  Year Ended
10/31/21
Year Ended
10/31/20
Operations          
Net investment income (loss) $ 3,505,041 $ 1,156,154   $ 283,914 $ 255,435
Net realized gain (loss) from:          
Investments and foreign currency 5,484,486 (2,030,056)   1,580,986 509,675
In-kind redemptions  — 1,935,815    — 85,192
Change in net unrealized appreciation (depreciation) of investments and foreign currency 15,607,992 (5,058,657)   6,333,223 671,696
Net increase (decrease) in net assets from operations 24,597,519 (3,996,744)   8,198,123 1,521,998
Distributions to Shareholders          
Dividends (1,159,650) (1,843,400)   (781,000) (91,800)
Decrease in net assets from distributions to shareholders (1,159,650) (1,843,400)   (781,000) (91,800)
Fund Share Transactions          
Proceeds from shares sold 84,544,985 19,293,749   5,838,745 13,875,505
Cost of shares redeemed  — (26,786,180)    — (6,630,100)
Net increase (decrease) in net assets from Fund share transactions 84,544,985 (7,492,431)   5,838,745 7,245,405
Net increase (decrease) in net assets 107,982,854 (13,332,575)   13,255,868 8,675,603
Net assets at the beginning of period 53,520,057 66,852,632   17,079,059 8,403,456
Net assets at the end of period $161,502,911 $ 53,520,057   $30,334,927 $17,079,059
    
See accompanying notes to financial statements.
95


Table of Contents
Statement of Changes in Net Assets (continued)
  NULG   NULV
  Year Ended
10/31/21
Year Ended
10/31/20
  Year Ended
10/31/21
Year Ended
10/31/20
Operations          
Net investment income (loss) $ 705,723 $ 852,764   $ 18,945,374 $ 7,466,383
Net realized gain (loss) from:          
Investments and foreign currency 45,147,470 10,491,776   42,375,369 (6,207,055)
In-kind redemptions 33,580,463 9,595,121   16,717,581 2,086,040
Change in net unrealized appreciation (depreciation) of investments and foreign currency 162,316,822 39,445,744   170,642,340 (13,711,403)
Net increase (decrease) in net assets from operations 241,750,478 60,385,405   248,680,664 (10,366,035)
Distributions to Shareholders          
Dividends (11,336,250) (1,371,300)   (9,383,400) (1,925,600)
Decrease in net assets from distributions to shareholders (11,336,250) (1,371,300)   (9,383,400) (1,925,600)
Fund Share Transactions          
Proceeds from shares sold 462,008,315 240,116,860   466,092,655 466,973,250
Cost of shares redeemed (94,249,625) (38,217,265)   (64,004,845) (14,023,180)
Net increase (decrease) in net assets from Fund share transactions 367,758,690 201,899,595   402,087,810 452,950,070
Net increase (decrease) in net assets 598,172,918 260,913,700   641,385,074 440,658,435
Net assets at the beginning of period 344,702,930 83,789,230   535,227,789 94,569,354
Net assets at the end of period $942,875,848 $344,702,930   $1,176,612,863 $535,227,789
    
See accompanying notes to financial statements.
96


Table of Contents
Statement of Changes in Net Assets (continued)
  NUMG   NUMV
  Year Ended
10/31/21
Year Ended
10/31/20
  Year Ended
10/31/21
Year Ended
10/31/20
Operations          
Net investment income (loss) $ (180,804) $ 84,917   $ 3,242,523 $ 1,808,660
Net realized gain (loss) from:          
Investments and foreign currency 47,003,207 9,721,815   20,277,055 (4,217,352)
In-kind redemptions 3,709,342 1,601,784    — 2,303,883
Change in net unrealized appreciation (depreciation) of investments and foreign currency 40,699,813 24,595,440   47,745,906 1,901,527
Net increase (decrease) in net assets from operations 91,231,558 36,003,956   71,265,484 1,796,718
Distributions to Shareholders          
Dividends (9,360,450) (158,565)   (2,019,540) (1,230,460)
Decrease in net assets from distributions to shareholders (9,360,450) (158,565)   (2,019,540) (1,230,460)
Fund Share Transactions          
Proceeds from shares sold 135,917,590 114,305,485   88,264,440 79,612,400
Cost of shares redeemed (10,127,755) (10,156,730)    — (15,510,375)
Net increase (decrease) in net assets from Fund share transactions 125,789,835 104,148,755   88,264,440 64,102,025
Net increase (decrease) in net assets 207,660,943 139,994,146   157,510,384 64,668,283
Net assets at the beginning of period 193,215,775 53,221,629   119,240,924 54,572,641
Net assets at the end of period $400,876,718 $193,215,775   $276,751,308 $119,240,924
    
See accompanying notes to financial statements.
97


Table of Contents
Statement of Changes in Net Assets (continued)
  NUSC
  Year Ended
10/31/21
Year Ended
10/31/20
Operations    
Net investment income (loss) $ 6,840,586 $ 2,446,835
Net realized gain (loss) from:    
Investments and foreign currency 71,288,449 (622,903)
In-kind redemptions 1,716,397 3,150,948
Change in net unrealized appreciation (depreciation) of investments and foreign currency 134,772,548 27,550,720
Net increase (decrease) in net assets from operations 214,617,980 32,525,600
Distributions to Shareholders    
Dividends (2,657,985) (1,786,255)
Decrease in net assets from distributions to shareholders (2,657,985) (1,786,255)
Fund Share Transactions    
Proceeds from shares sold 528,600,519 179,693,885
Cost of shares redeemed (3,828,860) (8,314,620)
Net increase (decrease) in net assets from Fund share transactions 524,771,659 171,379,265
Net increase (decrease) in net assets 736,731,654 202,118,610
Net assets at the beginning of period 369,633,971 167,515,361
Net assets at the end of period $1,106,365,625 $369,633,971
See accompanying notes to financial statements.
98


Table of Contents
Financial Highlights
Selected data for a share outstanding throughout each period:
                   
                   
    Investment Operations   Less Distributions    
Year Ended
October 31,
Beginning
NAV
Net
Investment
Income
(Loss)(a)
Net
Realized/
Unrealized
Gain (Loss)
Total   From
Net
Investment
Income
From
Accumulated
Net Realized
Gains
Total Ending
NAV
Ending
Market
Price
NUDV                    
2021(d) $25.00 $0.05 $ 0.64 $ 0.69   $  — $  — $  — $25.69 $25.71
NUEM                    
2021 29.18 0.52 4.86 5.38   (0.42)  — (0.42) 34.14 34.15
2020 25.57 0.40 3.75 4.15   (0.54)  — (0.54) 29.18 29.37
2019 23.78 0.58 1.70 2.28   (0.49)  — (0.49) 25.57 25.71
2018 27.69 0.59 (4.31) (3.72)   (0.18) (0.01) (0.19) 23.78 23.92
2017(e) 24.95 0.20 2.54 2.74    —  —  — 27.69 28.05
NUDM                    
2021 24.33 0.98 7.42 8.40   (0.43)  — (0.43) 32.30 32.53
2020 26.74 0.54 (2.03) (1.49)   (0.92)  — (0.92) 24.33 24.50
2019 24.10 0.75 2.44 3.19   (0.55)  — (0.55) 26.74 26.86
2018 26.39 0.71 (2.87) (2.16)   (0.12) (0.01) (0.13) 24.10 24.12
2017(e) 24.88 0.17 1.34 1.51    —  —  — 26.39 26.57
NULC                    
2021 31.05 0.46 13.25 13.71   (0.48) (0.94) (1.42) 43.34 43.39
2020 28.01 0.53 2.74 3.27   (0.21) (0.02) (0.23) 31.05 30.95
2019(f) 24.96 0.19 2.86 3.05    —  —  — 28.01 27.99
NULG                    
2021 49.60 0.07 23.82 23.89   (0.11) (1.40) (1.51) 71.98 72.01
2020 38.97 0.18 10.91 11.09   (0.20) (0.26) (0.46) 49.60 49.54
2019 33.84 0.29 5.96 6.25   (0.24) (0.88) (1.12) 38.97 39.00
2018 30.47 0.25 3.31 3.56   (0.09) (0.10) (0.19) 33.84 33.87
2017(g) 25.21 0.24 5.02 5.26    —  —  — 30.47 30.53
99


Table of Contents
           
    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)
           
2.74% 2.85% $ 5,137 0.25%* 2.04%* 0%
           
18.45 17.77 122,896 0.44 1.49 61
16.41 16.47 46,695 0.45 1.56 81
9.68 9.70 56,255 0.45 2.30 53
(13.55) (14.18) 35,676 0.45 2.12 65
11.03 12.42 24,917 0.45* 1.86* 13
           
34.83 34.73 161,503 0.39 3.16 64
(5.91) (5.67) 53,520 0.40 2.17 66
13.71 14.10 66,853 0.40 3.03 57
(8.25) (8.79) 43,384 0.40 2.71 56
6.07 6.78 23,755 0.40* 1.65* 9
           
45.28 45.91 30,335 0.20 1.20 49
11.71 11.43 17,079 0.20 1.81 61
12.22 12.14 8,403 0.20* 1.75* 9
           
49.04 49.29 942,876 0.34 0.11 66
28.66 28.42 344,703 0.35 0.39 86
19.57 19.53 83,789 0.35 0.82 61
11.70 11.61 59,212 0.35 0.73 65
20.88 21.10 24,380 0.35* 0.98* 30
(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 4 - Investment Transactions) divided by the average long-term market value during the period. Portfolio Turnover Rate excludes securities received or delivered as a result of processing in-kind creations or redemptions of Fund shares (as disclosed in Note 5 - Fund Shares).
(d) For the period September 27, 2021 (commencement of operations) through October 31, 2021.
(e) For the period June 6, 2017 (commencement of operations) through October 31, 2017.
(f) For the period June 3, 2019 (commencement of operations) through October 31, 2019.
(g) For the period December 13, 2016 (commencement of operations) through October 31, 2017.
* Annualized.
See accompanying notes to financial statements.
100


Table of Contents
Financial Highlights (continued)
Selected data for a share outstanding throughout each period:
                   
                   
    Investment Operations   Less Distributions    
Year Ended
October 31,
Beginning
NAV
Net
Investment
Income
(Loss)(a)
Net
Realized/
Unrealized
Gain (Loss)
Total   From
Net
Investment
Income
From
Accumulated
Net Realized
Gains
Total Ending
NAV
Ending
Market
Price
NULV                    
2021 $28.62 $ 0.77 $10.50 $11.27   $(0.47) $  — $(0.47) $39.42 $39.44
2020 31.52 0.77 (3.19) (2.42)   (0.48)  — (0.48) 28.62 28.65
2019 28.75 0.74 3.00 3.74   (0.57) (0.40) (0.97) 31.52 31.52
2018 27.83 0.71 0.56 1.27   (0.27) (0.08) (0.35) 28.75 28.80
2017(d) 25.09 0.53 2.21 2.74    —  —  — 27.83 27.88
NUMG                    
2021 42.94 (0.03) 16.66 16.63   (0.02) (1.87) (1.89) 57.68 57.71
2020 33.26 0.03 9.75 9.78   (0.10)  — (0.10) 42.94 42.83
2019 29.93 0.06 4.62 4.68   (0.06) (1.29) (1.35) 33.26 33.32
2018 28.44 0.07 1.58 1.65   (0.04) (0.12) (0.16) 29.93 30.12
2017(d) 25.10 0.09 3.25 3.34    —  —  — 28.44 28.46
NUMV                    
2021 25.64 0.54 12.68 13.22   (0.42)  — (0.42) 38.44 38.50
2020 29.50 0.57 (3.71) (3.14)   (0.72)  — (0.72) 25.64 25.67
2019 27.04 0.64 2.78 3.42   (0.62) (0.34) (0.96) 29.50 29.57
2018 27.00 0.65 (0.38) 0.27   (0.19) (0.04) (0.23) 27.04 27.09
2017(d) 25.04 0.48 1.48 1.96    —  —  — 27.00 27.01
NUSC                    
2021 30.68 0.36 14.41 14.77   (0.20)  — (0.20) 45.25 45.27
2020 29.65 0.28 1.03 1.31   (0.28)  — (0.28) 30.68 30.74
2019 28.23 0.34 2.06 2.40   (0.27) (0.71) (0.98) 29.65 29.70
2018 27.84 0.35 0.30 0.65   (0.18) (0.08) (0.26) 28.23 28.27
2017(d) 25.01 0.27 2.56 2.83    —  —  — 27.84 27.89
101


Table of Contents
           
    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)
           
39.68% 39.63% $1,176,613 0.34% 2.13% 59%
(7.87) (7.78) 535,228 0.35 2.63 38
13.80 13.59 94,569 0.35 2.51 66
4.57 4.56 45,995 0.35 2.46 59
10.90 11.11 27,828 0.35* 2.30* 33
           
39.51 39.92 400,877 0.39 (0.06) 83
29.43 28.90 193,216 0.40 0.08 94
16.93 16.41 53,222 0.40 0.19 67
5.84 6.41 49,388 0.40 0.23 60
13.30 13.38 21,330 0.40* 0.38* 53
           
51.97 52.06 276,751 0.39 1.57 67
(10.98) (11.11) 119,241 0.40 2.25 72
13.51 13.57 54,573 0.40 2.31 70
0.97 1.13 47,318 0.40 2.30 69
7.82 7.86 22,951 0.40* 2.12* 46
           
48.28 48.03 1,106,366 0.39 0.85 60
4.40 4.44 369,634 0.40 0.98 54
9.24 9.26 167,515 0.40 1.17 32
2.32 2.30 80,447 0.40 1.17 54
11.34 11.54 30,629 0.40* 1.17* 36
    
(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 4 - Investment Transactions) divided by the average long-term market value during the period. Portfolio Turnover Rate excludes securities received or delivered as a result of processing in-kind creations or redemptions of Fund shares (as disclosed in Note 5 - Fund Shares).
(d) For the period December 13, 2016 (commencement of operations) through October 31, 2017.
* Annualized.
See accompanying notes to financial statements.
102


Table of Contents
Notes to Financial Statements    
1.  General Information
Trust and Fund Information
The 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 ESG Dividend ETF (NUDV), Nuveen ESG Emerging Markets Equity ETF (NUEM), Nuveen ESG International Developed Markets Equity ETF (NUDM), Nuveen ESG Large-Cap ETF (NULC), Nuveen ESG Large-Cap Growth ETF (NULG), Nuveen ESG Large-Cap Value ETF (NULV), Nuveen ESG Mid-Cap Growth ETF (NUMG), Nuveen ESG Mid-Cap Value ETF (NUMV) and Nuveen ESG Small-Cap ETF (NUSC) (each a "Fund" and collectively, the "Funds"), as diversified funds, among others. The Trust was organized as a Massachusetts business trust on February 20, 2015. Shares of the Funds are listed and traded on the Cboe BZX Exchange, Inc. (the "Exchange").
The end of the reporting period for the Funds is October 31, 2021 and the period covered by these Notes to Financial Statements for NUEM, NUDM, NULC, NULG, NULV, NUMG, NUMV and NUSC is the fiscal year ended October 31, 2021 and for NUDV is September 27, 2021 (commencement of operations) through October 31, 2021 (the “current fiscal period”).
Investment Adviser and Sub-Adviser
The Funds' 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 Funds, oversees the management of the Funds' portfolios, manages the Funds' business affairs and provides certain clerical, bookkeeping and other administrative services. The Adviser has entered into sub-advisory agreements with Teachers Advisors, LLC (the “Sub-Adviser”), an affiliate of the Adviser, under which the Sub-Adviser manages the investment portfolios of the Funds.
Other Matters
The outbreak of the novel coronavirus (“COVID-19”) and subsequent global pandemic began significantly impacting the U.S. and global financial markets and economies during the calendar quarter ended March 31, 2020. The worldwide spread of COVID-19 has created significant uncertainty in the global economy. The duration and extent of COVID-19 over the long term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to which COVID-19 impacts the Funds' normal course of business, results of operations, investments, and cash flows will depend on future developments, which are highly uncertain and difficult to predict. Management continues to monitor and evaluate this situation.
2.  Significant Accounting Policies
The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which may require the use of estimates made by management and the evaluation of subsequent events. Actual results may differ from those estimates. Each 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 Funds.
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 Funds' Board of Trustees (the "Board") has adopted a deferred compensation plan for independent trustees that enables trustees to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from certain Nuveen-advised funds. Under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of select Nuveen-advised funds.
Distributions to Shareholders
Distributions to shareholders are recorded on the ex-dividend date. The amount, character and timing of distributions are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP.
103


Table of Contents
Foreign Currency Transactions
As of the end of the reporting period, the following Funds’ investments in non-U.S. securities were as follows:
NUEM Value % of
Net Assets
Country:    
China $ 44,562,105 36.3%
Taiwan 18,896,295 15.4
India 14,380,726 11.7
South Korea 14,349,722 11.7
Brazil 5,087,132 4.1
Saudi Arabia 4,275,699 3.5
South Africa 3,811,119 3.1
Mexico 2,461,295 2.0
Russia 2,216,208 1.8
Thailand 2,153,190 1.7
Other 10,782,920 8.8
Total non-U.S. securities $122,976,411 100.1%
    
NUDM Value % of
Net Assets
Country:    
Japan $ 37,426,065 23.2%
United Kingdom 23,287,119 14.4
Switzerland 16,790,631 10.4
France 15,684,194 9.7
Germany 14,115,531 8.7
Australia 11,051,532 6.8
Netherlands 8,473,779 5.2
Sweden 5,269,780 3.3
Italy 5,110,036 3.2
Hong Kong 4,815,010 3.0
Other 18,465,938 11.5
Total non-U.S. securities $160,489,615 99.4%
The books and records of the Funds are maintained in U.S. dollars. Assets, including investments, and liabilities denominated in foreign currencies are translated into U.S. dollars at the end of each day. Purchases and sales of securities, income and expenses are translated into U.S. dollars at each prevailing exchange rate on the respective dates of the transactions.
Net realized foreign currency gains and losses resulting from changes in exchange rates associated with (i) foreign currency, (ii) investments and (iii) derivatives include foreign currency gains and losses between trade date and settlement date of the transactions, foreign currency transactions, and the difference between the amounts of interest and dividends recorded on the books of the Funds and the amounts actually received are recognized as a component of "Net realized gain (loss) from investments and foreign currency" on the Statement of Operations, when applicable.
The unrealized gains and losses resulting from changes in foreign currency exchange rates and changes in foreign exchange rates associated with (i) investments and (ii) other assets and liabilities are recognized as a component of “Change in net unrealized appreciation (depreciation) of investments and foreign currency” on the Statement of Operations, when applicable. The unrealized gains and losses resulting from changes in foreign exchange rates associated with investments in derivatives are recognized as a component of the respective derivative’s related “Change in net unrealized appreciation (depreciation)” on the Statement of Operations, when applicable.
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.
104


Table of Contents
Notes to Financial Statements (continued)
Investments and Investment Income
Securities transactions are accounted for as of the end of trade date for financial reporting purposes. Dividend income is recorded on the ex-dividend date. Foreign dividend income is recorded on the ex-dividend date or as soon as possible after the Funds determine the existence of a dividend declaration. Non-cash dividends received in the form of stock, if any, are recognized on the ex-dividend date and recorded at fair value. Interest income is recorded on an accrual basis. Distributions received on securities that represent a return of capital or capital gains are recorded as a reduction of cost of investments and/or as a realized gain. The Funds estimate the components of distributions received that may be considered return of capital distributions or capital gain distributions. Securities lending income is comprised of fees earned from borrowers and income earned on cash collateral investments.
New Accounting Pronouncements and Rule Issuances
Reference Rate Reform
In March 2020, FASB issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The main objective of the new guidance is to provide relief to companies that will be impacted by the expected change in benchmark interest rates, when participating banks will no longer be required to submit London Interbank Offered Rate (LIBOR) quotes by the UK Financial Conduct Authority (FCA). The new guidance allows companies to, provided the only change to existing contracts are a change to an approved benchmark interest rate, account for modifications as a continuance of the existing contract without additional analysis. For new and existing contracts, the Funds may elect to apply the amendments as of March 12, 2020 through December 31, 2022. Management has not yet elected to apply the amendments, is continuously evaluating the potential effect a discontinuation of LIBOR could have on the Funds' investments and has currently determined that it is unlikely the ASU’s adoption will have a significant impact on the Funds' financial statements and various filings.
Securities and Exchange Commission (“SEC”) Adopts New Rules to Modernize Fund Valuation Framework
In December 2020, the SEC voted to adopt a new rule governing fund valuation practices. New Rule 2a-5 under the 1940 Act establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 will permit fund boards to designate certain parties to perform fair value determinations, subject to board oversight and certain other conditions. Rule 2a-5 also defines when market quotations are “readily available” for purposes of Section 2(a)(41) of the 1940 Act, which requires a fund to fair value a security when market quotations are not readily available. The SEC also adopted new Rule 31a-4 under the 1940 Act, which sets forth the recordkeeping requirements associated with fair value determinations. Finally, the SEC is rescinding previously issued guidance on related issues, including the role of a board in determining fair value and the accounting and auditing of fund investments. Rule 2a-5 and Rule 31a-4 became effective on March 8, 2021, with a compliance date of September 8, 2022. A fund may voluntarily comply with the rules after the effective date, and in advance of the compliance date, under certain conditions. Management is currently assessing the impact of these provisions on the Funds' financial statements.
3.  Investment Valuation and Fair Value Measurements
The Funds' investments in securities are recorded at their estimated fair value utilizing valuation methods approved by the Board. Fair value is defined as the price that would be received upon selling an investment or transferring a liability in an orderly transaction to an independent buyer in the principal or most advantageous market for the investment. U.S. GAAP establishes the three-tier hierarchy which is used to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability. Observable inputs are based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect management’s assumptions about the assumptions market participants would use in pricing the asset or liability. Unobservable inputs are based on the best information available in the circumstances. The following is a summary of the three-tiered hierarchy of valuation input levels.
Level 1  –     Inputs are unadjusted and prices are determined using quoted prices in active markets for identical securities.
Level 2  –     Prices are determined using other significant observable inputs (including quoted prices for similar securities, interest rates, credit spreads, etc.).
Level 3  –     Prices are determined using significant unobservable inputs (including management’s assumptions in determining the fair value of investments).
A description of the valuation techniques applied to the Funds' major classifications of assets and liabilities measured at fair value follows:
Equity securities and exchange-traded funds listed or traded on a national market or exchange are valued based on their sale price at the official close of business of such market or exchange on the valuation date. Foreign equity securities and registered investment companies that trade on a foreign exchange are valued at the last sale price or official closing price reported on the exchange where traded and converted to U.S. dollars at the prevailing rates of exchange on the date of valuation. To the extent these securities are actively traded and that valuation adjustments are not applied, they are generally classified as Level 1. If there is no official close of business, then the latest available sale price is utilized. If no sales are reported, then the mean of the latest available bid and ask prices is utilized and these securities are generally classified as Level 2.
Prices of certain American Depositary Receipts (“ADR”) held by the Funds that trade in the United States are valued based on the last traded price, official closing price, or an evaluated price provided by the independent pricing service (“pricing service”) and are generally classified as Level 1 or 2.
105


Table of Contents
Prices of fixed-income securities are generally provided by a pricing service approved by the Board. The pricing service establishes a security’s fair value using methods that 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. In pricing certain securities, particularly less liquid and lower quality securities, the pricing service may consider information about a security, its issuer or market activity provided by the Adviser. These securities are generally classified as Level 2.
Any portfolio security or derivative for which market quotations are not readily available or for which the above valuation procedures are deemed not to reflect fair value are valued at fair value, as determined in good faith using procedures approved by the Board. As a general principle, the fair value of a security would appear to be the amount that the owner might reasonably expect to receive for it in a current sale. A variety of factors may be considered in determining the fair value of such securities, which may include consideration of the following: yields or prices of investments of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value from security dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis, including the obligor’s credit characteristics considered relevant. To the extent the inputs are observable and timely, the values would be classified as Level 2 of the fair value hierarchy; otherwise they would be classified as Level 3.
The following table summarizes the market value of the Funds' investments as of the end of the reporting period, based on the inputs used to value them:
NUDV Level 1 Level 2 Level 3 Total
Long-Term Investments*:        
Common Stocks $5,119,064 $ — $ — $5,119,064
    
NUEM Level 1 Level 2 Level 3 Total
Long-Term Investments*:        
Common Stocks $120,467,564 $2,153,190** $355,323*** $122,976,077
Corporate Bonds  — 333  — 333
Common Stock Rights  —  — 1*** 1
Total $120,467,564 $2,153,523 $355,324 $122,976,411
    
NUDM Level 1 Level 2 Level 3 Total
Long-Term Investments*:        
Common Stocks $160,489,610 $ — $5*** $160,489,615
    
NULC Level 1 Level 2 Level 3 Total
Long-Term Investments*:        
Common Stocks $30,260,387 $ — $ — $30,260,387
    
NULG Level 1 Level 2 Level 3 Total
Long-Term Investments*:        
Common Stocks $941,961,638 $ — $ — $941,961,638
Investments Purchased with Collateral from Securities Lending 2,000,613  —  — 2,000,613
Total $943,962,251 $ — $ — $943,962,251
    
NULV Level 1 Level 2 Level 3 Total
Long-Term Investments*:        
Common Stocks $1,174,287,940 $ — $ — $1,174,287,940
    
NUMG Level 1 Level 2 Level 3 Total
Long-Term Investments*:        
Common Stocks $400,568,604 $ — $ — $400,568,604
    
NUMV Level 1 Level 2 Level 3 Total
Long-Term Investments*:        
Common Stocks $276,285,880 $ — $ — $276,285,880
Investments Purchased with Collateral from Securities Lending 135,178  —  — 135,178
Total $276,421,058 $ — $ — $276,421,058
    
106


Table of Contents
Notes to Financial Statements (continued)
NUSC Level 1 Level 2 Level 3 Total
Long-Term Investments*:        
Common Stocks $1,104,950,611 $ — $20,427*** $1,104,971,038
Investments Purchased with Collateral from Securities Lending 7,673,457  —  — 7,673,457
Total $1,112,624,068 $ — $20,427 $1,112,644,495
    
* Refer to the Fund's Portfolio of Investments for industry classifications.
** Refer to the Fund's Portfolio of Investments for securities classified as Level 2.
*** Refer to the Fund's Portfolio of Investments for securities classified as Level 3.
4.  Portfolio Securities and Investments in Derivatives
Portfolio Securities
Securities Lending
Each Fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions in order to generate additional income. When loaning securities, the Fund retains the benefits of owning the securities, including the economic equivalent of dividends or interest generated by the security. The loans are continuous, can be recalled at any time, and have no set maturity. State Street Bank and Trust Company, serves as the securities lending agent (the “Agent”).
When a Fund loans its portfolio securities, it will receive, at the inception of each loan, cash collateral equal to an amount not less than 100% of the market value of the loaned securities. The actual percentage of the cash collateral will vary depending upon the asset type of the loaned securities. Collateral for the loaned securities is invested in a government money market vehicle maintained by the Agent, which is subject to the requirements of Rule 2a-7 under the 1940 Act. The value of the loaned securities and the liability to return the cash collateral received are recognized on the Statement of Assets and Liabilities. If the market value of the loaned securities increases, the borrower must furnish additional collateral to the Fund, which is also recognized on the Statement of Assets and Liabilities. Securities out on loan are subject to termination at any time at the option of the borrower or the Fund. Upon termination, the borrower is required to return to the Fund securities identical to the securities loaned. During the term of the loan, the Fund bears the market risk with respect to the investment of collateral and the risk that the Agent may default on its contractual obligations to the Fund. The Agent bears the risk that the borrower may default on its obligation to return the loaned securities as the Agent is contractually obligated to indemnify the Fund if at the time of a default by a borrower some or all of the loan securities have not been returned.
Securities lending income recognized by a Fund consists of earnings on invested collateral and lending fees, net of any rebates to the borrower and compensation to the Agent. Such income is recognized on the Statements of Operations.
As of the end of the reporting period, the total value of the loaned securities and the total value of collateral received were as follows:
Fund Asset Class out on Loan Long-Term
Investments, at Value
Total Collateral
Received
NULG Common Stocks $1,949,354 $2,000,613
NUMV Common Stocks $ 126,740 $ 135,178
NUSC Common Stocks $7,374,647 $7,673,457
Investment Transactions
Long-term purchases and sales (excluding in-kind transactions) during the current fiscal period were as follows:
  NUDV NUEM NUDM NULC NULG
Purchases $ 6,247 $110,492,442 $73,531,419 $11,511,265 $434,064,067
Sales 22,701 54,269,559 69,295,102 11,985,666 440,925,420
    
  NULV NUMG NUMV NUSC
Purchases $526,754,911 $250,650,903 $139,410,861 $481,743,341
Sales 516,340,327 256,187,711 137,612,260 476,871,860
In-kind transactions during the current fiscal period were as follows:
  NUDV NUEM NUDM NULC NULG
In-kind purchases $5,008,277 $12,235,367 $80,852,529 $5,826,550 $460,960,419
In-kind sales  —  —  —  — 94,051,993
    
107


Table of Contents
  NULV NUMG NUMV NUSC
In-kind purchases $464,927,539 $135,593,375 $88,129,960 $527,405,523
In-kind sales 63,832,391 10,114,777  — 3,818,928
The Funds may purchase securities on a when-issued or delayed-delivery basis. Securities purchased on a when-issued or delayed-delivery basis may have extended settlement periods; interest income is not accrued until settlement date. Any securities so purchased are subject to market fluctuation during this period. The Funds have earmarked securities in their portfolios with a current value at least equal to the amount of the when-issued/delayed delivery purchase commitments. If a Fund has outstanding when-issued/delayed-delivery purchases commitments as of the end of the reporting period, such amounts are recognized on the Statement of Assets and Liabilities.
Investments in Derivatives
Each Fund is authorized to invest in certain derivative instruments. The Funds record derivative instruments at fair value, with changes in fair value recognized on the Statement of Operations, when applicable. Even though the Funds' investments in derivatives may represent economic hedges, they are not considered to be hedge transactions for financial reporting purposes.
Although each Fund is authorized to invest in derivative instruments, and may do so in the future, they did not make any such investments during the current fiscal period.
Market and Counterparty Credit Risk
In the normal course of business each 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 each Fund to counterparty credit risk, consist principally of cash due from counterparties on forward, option and swap transactions, when applicable. The extent of each 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.
Each 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 each Fund with a value approximately equal to the amount of any unrealized gain above a pre-determined threshold. Reciprocally, when each Fund has an unrealized loss, the Funds have instructed the custodian to pledge assets of the Funds 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
Each 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 Funds' distributor, may purchase and redeem Creation Units. Once created, shares of the Funds 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 each Fund’s respective 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 relevant Fund for certain transaction costs (i.e., taxes on currency or other financial transactions, and brokerage costs) and market impact expenses it incurs in purchasing or selling portfolio securities. Such variable charges, if any, are included in “Proceeds from shares sold” on the Statements of Changes in Net Assets.
Transactions in Fund shares during the current and prior fiscal period were as follows:
  NUDV   NUEM
  For the Period
9/27/21
(commencement of
operations) through
10/31/21
  Year Ended
10/31/21
  Year Ended
10/31/20
  Shares Amount   Shares Amount   Shares Amount
Shares sold 200,000 $5,000,000   2,000,000 $68,334,486   500,000 $ 11,165,263
Shares redeemed  —  —    —  —   (1,100,000) (23,113,970)
Net increase (decrease) 200,000 $5,000,000   2,000,000 $68,334,486   (600,000) $(11,948,707)
    
108


Table of Contents
Notes to Financial Statements (continued)
  NUDM   NULC
  Year Ended
10/31/21
  Year Ended
10/31/20
  Year Ended
10/31/21
  Year Ended
10/31/20
  Shares Amount   Shares Amount   Shares Amount   Shares Amount
Shares sold 2,800,000 $84,544,985   800,000 $ 19,293,749   150,000 $5,838,745   500,000 $13,875,505
Shares redeemed  —  —   (1,100,000) (26,786,180)    —  —   (250,000) (6,630,100)
Net increase (decrease) 2,800,000 $84,544,985   (300,000) $ (7,492,431)   150,000 $5,838,745   250,000 $ 7,245,405
    
  NULG   NULV
  Year Ended
10/31/21
  Year Ended
10/31/20
  Year Ended
10/31/21
  Year Ended
10/31/20
  Shares Amount   Shares Amount   Shares Amount   Shares Amount
Shares sold 7,600,000 $462,008,315   5,650,000 $240,116,860   12,950,000 $466,092,655   16,200,000 $466,973,250
Shares redeemed (1,450,000) (94,249,625)   (850,000) (38,217,265)   (1,800,000) (64,004,845)   (500,000) (14,023,180)
Net increase (decrease) 6,150,000 $367,758,690   4,800,000 $201,899,595   11,150,000 $402,087,810   15,700,000 $452,950,070
    
  NUMG   NUMV
  Year Ended
10/31/21
  Year Ended
10/31/20
  Year Ended
10/31/21
  Year Ended
10/31/20
  Shares Amount   Shares Amount   Shares Amount   Shares Amount
Shares sold 2,650,000 $135,917,590   3,200,000 $114,305,485   2,550,000 $88,264,440   3,350,000 $ 79,612,400
Shares redeemed (200,000) (10,127,755)   (300,000) (10,156,730)    —  —   (550,000) (15,510,375)
Net increase (decrease) 2,450,000 $125,789,835   2,900,000 $104,148,755   2,550,000 $88,264,440   2,800,000 $ 64,102,025
    
  NUSC
  Year Ended
10/31/21
  Year Ended
10/31/20
  Shares Amount   Shares Amount
Shares sold 12,500,000 $528,600,519   6,700,000 $179,693,885
Shares redeemed (100,000) (3,828,860)   (300,000) (8,314,620)
Net increase (decrease) 12,400,000 $524,771,659   6,400,000 $171,379,265
6.  Income Tax Information
Each Fund is a separate taxpayer for federal income tax purposes. Each 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 Funds 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 Funds 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 NAVs of the Funds.
The table below presents the cost and unrealized appreciation (depreciation) of each Fund’s investment portfolio, as determined on a federal income tax basis, as of October 31, 2021.
  NUDV NUEM NUDM NULC NULG
Tax cost of investments $4,991,680 $112,407,888 $146,994,999 $22,682,389 $737,448,052
Gross unrealized:          
Appreciation $ 204,699 $ 18,450,212 $ 18,419,871 $ 8,012,728 $218,903,450
Depreciation (77,315) (7,881,689) (4,925,255) (434,730) (12,389,251)
Net unrealized appreciation (depreciation) of investments $ 127,384 $ 10,568,523 $ 13,494,616 $ 7,577,998 $206,514,199
    
109


Table of Contents
  NULV NUMG NUMV NUSC
Tax cost of investments $1,012,909,186 $331,831,598 $224,338,419 $947,128,864
Gross unrealized:        
Appreciation $ 179,482,903 $ 81,489,921 $ 55,472,902 $208,655,402
Depreciation (18,104,149) (12,752,915) (3,390,263) (43,139,771)
Net unrealized appreciation (depreciation) of investments $ 161,378,754 $ 68,737,006 $ 52,082,639 $165,515,631
Permanent differences, primarily due to foreign currency transactions, redemption in-kind, capital gain tax expense, distribution reallocations, net operating losses, real estate investment trust adjustments, and investments in passive foreign investment companies, resulted in reclassifications among the Funds' components of net assets as of October 31, 2021, the Funds' tax year end.
The tax components of undistributed net ordinary income and net long-term capital gains as of October 31, 2021, the Funds' tax year end, were as follows:
  NUDV NUEM NUDM NULC NULG
Undistributed net ordinary income1 $10,326 $2,482,138 $6,345,262 $1,359,952 $34,262,025
Undistributed net long-term capital gains  — 170,242  — 462,853 11,448,189
    
  NULV NUMG NUMV NUSC
Undistributed net ordinary income1 $49,974,289 $31,768,184 $14,280,102 $54,974,733
Undistributed net long-term capital gains 2,408,851 14,895,344 3,151,794 19,060,527
    
1 Net ordinary income consists of net taxable income derived from dividends, interest and net short-term capital gains, if any.
The tax character of distributions paid during the Funds' tax years ended October 31, 2021 and October 31, 2020 was designated for purposes of the dividends paid deduction as follows:
2021 NUDV 3 NUEM NUDM NULC NULG
Distributions from net ordinary income1 $ — $843,800 $1,159,650 $769,015 $10,742,287
Distributions from net long-term capital gains2  —  —  — 11,985 593,963
    
2021 NULV NUMG NUMV NUSC
Distributions from net ordinary income1 $9,383,400 $7,504,878 $2,019,540 $2,657,985
Distributions from net long-term capital gains2  — 1,855,572  —  —
    
2020 NUEM NUDM NULC NULG
Distributions from net ordinary income1 $1,191,300 $1,843,400 $91,799 $586,800
Distributions from net long-term capital gains  —  — 1 784,500
    
2020 NULV NUMG NUMV NUSC
Distributions from net ordinary income1 $1,925,600 $158,565 $1,230,460 $1,786,255
Distributions from net long-term capital gains  —  —  —  —
    
1 Net ordinary income consists of net taxable income derived from dividends, interest and net short-term capital gains, if any.
2 The Funds hereby designate 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 Funds related to net capital gain to zero for the tax year ended October 31, 2021.
3 For the period September 27, 2021 (commencement of operations) through October 31, 2021.
As of October 31, 2021, the Funds’ tax year end, the following Funds had unused capital losses carrying forward available for federal income tax purposes to be applied against future capital gains, if any. The capital losses are not subject to expiration.
  NUDV NUEM 4 NUDM 4
Not subject to expiration:      
Short-term $ 644 $2,376,818 $ 533,409
Long-term  — 2,117,071 1,238,586
Total $ 644 $4,493,889 $1,771,995
    
4 A portion of NUEM and NUDM's capital loss carryforwards are subject to an annual limitation under the Internal Revenue Code and related regulations.
During the Funds’ tax year ended October 31, 2021, the following Funds utilized capital loss carryforwards as follows:
110


Table of Contents
Notes to Financial Statements (continued)
  NUEM NUDM NULV NUMV NUSC
Utilized capital loss carryforwards $2,988,926 $3,015,096 $5,732,840 $5,217,492 $3,037,346
7.  Management Fees and Other Transactions with Affiliates
Management Fees
Each Fund's management fee compensates the Adviser for its investment advisory services to the Funds. The Sub-Adviser is compensated for its services to the Funds from the management fees paid to the Adviser. The Adviser is responsible for substantially all other expenses of the Funds, 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 Funds' chief compliance officer, litigation expenses and extraordinary expenses.
The annual management fee, payable monthly, for each Fund is based on a percentage of average daily net assets according to the following rates:
Fund Management Fee*
NUDV 0.25%
NUEM 0.45
NUDM 0.40
NULC 0.20
NULG 0.35
NULV 0.35
NUMG 0.40
NUMV 0.40
NUSC 0.40
* For the period November 1, 2020 through September 27, 2021.
Effective on September 28, 2021, the annual management fee, payable monthly, for each Fund is based on a percentage of average daily net assets according to the following rates:
Fund Management Fee
NUDV 0.25%
NUEM 0.35
NUDM 0.30
NULC 0.20
NULG 0.25
NULV 0.25
NUMG 0.30
NUMV 0.30
NUSC 0.30
Other Transactions with Affiliates
Each Fund is permitted to purchase or sell securities from or to certain other funds or accounts managed by the Sub-Adviser (“Affiliated Entity”) under specified conditions outlined in procedures adopted by the Board ("cross-trade"). These procedures have been designed to ensure that any cross-trade of securities by the Fund from or to an Affiliated Entity by virtue of having a common investment adviser (or affiliated investment adviser), common officer and/or common trustee complies with Rule 17a-7 under the 1940 Act. These transactions are effected at the current market price (as provided by an independent pricing service) without incurring broker commissions.
During the current fiscal period, the following Funds engaged in cross-trades pursuant to these procedures as follows:
Cross-Trades NULC NULV NUMV
Purchases $290,165 $5,999,158 $1,103,716
Sales  — 632,160 337,794
Realized gain (loss)  — 11,722 (16,839)
111


Table of Contents
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 02110
Legal Counsel
Chapman and Cutler LLP
Chicago, IL 60603
Morgan, Lewis & Bockius LLP
111 Pennsylvania Avenue, NW
Washington, D.C. 20004

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).
  NUDV
September 27, 2021 (commencement of operations) through October 31, 2021 Number of Days % of Total Days
Premium/Discount Range:    
0.00% to 0.25% 23 95.8%
(0.01)% to (0.25)% 1 4.2%
  24 100%
    
  NUEM   NUDM
Year Ended October 31, 2021       Number of Days % of Total Days   Number of Days % of Total Days
Premium/Discount Range:                
1.01% to 3.00%       73 29.1%   25 9.9%
0.51% to 1.00%       96 38.2%   122 48.6%
0.26% to 0.50%       36 14.3%   57 22.7%
0.00 to 0.25%       24 9.6%   21 8.4%
(0.01)% to (0.25)%       9 3.6%   17 6.8%
(0.26)% to (0.50)%       7 2.8%   7 2.8%
(0.51)% to (1.00)%       3 1.2%   2 0.8%
(1.01)% to (3.00)%       3 1.2%   - -
        251 100%   251 100%
    
  NULC     NULG     NULV
Year Ended October 31, 2021 Number of Days % of Total Days   Number of Days % of Total Days   Number of Days % of Total Days
Premium/Discount Range:                
0.26% to 0.50%  –   –    1 0.4%   - -
0.00% to 0.25% 142 56.6%   212 84.5%   243 96.8%
(0.01)% to (0.25)% 109 43.4%   38 15.1%   8 3.2%
  251 100%   251 100%   251 100%
    
112


Table of Contents
Additional Fund Information (Unaudited) (continued)
  NUMG     NUMV     NUSC
Year Ended October 31, 2021 Number of Days % of Total Days   Number of Days % of Total Days   Number of Days % of Total Days
Premium/Discount Range:                
0.00% to 0.25% 235 93.6%   216 86.1%   229 91.2%
(0.01)% to (0.25)% 16 6.4%   35 13.9%   22 8.8%
  251 100%   251 100%   251 100%
Distribution Information: The Funds hereby designate their percentages of dividends paid from net ordinary income as dividends qualifying for the dividends received deduction (“DRD”) for corporations and their percentages of qualified dividend income (“QDI”) for individuals under Section 1(h)(11) of the Internal Revenue Code as shown in the accompanying table. The actual qualified dividend income distributions will be reported to shareholders on Form 1099-DIV which will be sent to shareholders shortly after calendar year end.
  NUDV NUEM NUDM NULC NULG NULV NUMG NUMV NUSC
% of DRD 0.0% 0.0% 0.0% 35.1% 15.7% 96.4% 7.8% 74.6% 100.0%
% of QDI 0.0% 57.2% 85.4% 36.6% 16.6% 100.0% 8.0% 86.1% 100.0%
Foreign Taxes: NUEM and NUDM paid qualifying foreign taxes of $326,625 and $296,889, respectively, and earned $1,952,009 and $3,245,233 of foreign source income, respectively, during the fiscal year ended October 31, 2021. Pursuant to Section 853 of the Internal Revenue Code, NUEM and NUDM hereby designate $0.09 and $0.06 per share as foreign taxes paid, respectively and $0.54 and $0.65 per share as income earned from foreign sources, respectively, for the fiscal year ended October 31, 2021. The actual foreign tax credit distribution will be reported to shareholders on Form 1099-DIV which will be sent to shareholders shortly after the calendar year end.
Portfolio of Investments Information: Each Fund is required to file its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year as an exhibit to its report on Form N-PORT. You may obtain this information on the SEC's website at http://www.sec.gov.
Nuveen Funds’ Proxy Voting Information: You may obtain (i) information regarding how each Fund voted proxies relating to portfolio securities held during the most recent twelve-month period ended June 30, without charge, upon request by calling Nuveen toll-free at (800) 257-8787 or 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.





113


Table of Contents
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.
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.
MSCI EAFE Index: An index designed to measure developed market equity performance, excluding the U.S. and Canada. The MSCI EAFE Index currently consists of large and mid- capitalization companies located in one of the following 21 developed market country indexes: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
MSCI Emerging Markets Index: An index designed to measure developing market equity performance. The MSCI Emerging Markets Index currently consists of large and mid- capitalization companies located in one of the following 26 emerging market countries; Argentina, Brazil, Chile, China, Columbia, Czech Republic, Eygpt, Greece, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Pakistan, Peru, Philippines, Poland, Qatar, Russia, Saudia Arabia, South Africa, Taiwan, Thailand, Turkey, and the United Arab Emirates. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
MSCI USA Index: An index designed to measure the performance of the large and mid cap segments of the U.S. market. With over 600 constituents, the index covers approximately 85% of the free float-adjusted market capitalization in the U.S. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
MSCI USA Growth Index: An index designed to measure the performance of large and mid-cap U.S. equity securities that exhibit overall growth style characteristics based on five variables: long-term forward earnings per share ("EPS") growth rate, short-term forward EPS growth rate, current internal growth rate, long-term historical EPS growth trend and long-term historical sales per share growth trend. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
MSCI USA Mid-Cap Growth Index: An index designed to measure the performance of mid-cap U.S. equity securities that exhibit overall growth style characteristics based on five variables: long-term forward earnigns per share ("EPS") growth rate, short-term forward EPS growth rate, current internal growth rate, long-term historical EPS growth trend and long-term historical sales per share growth trend. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
114


Table of Contents
Glossary of Terms Used in this Report (Unaudited) (continued)
MSCI USA Mid-Cap Value Index: An index designed to measure the performance of mid-cap U.S. equity securities that exhibit overall value style characteristics based on three variables: book value to price, twelve-month forward earnings to price and diviend yield. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
MSCI USA Small-Cap Index: An index designed to measure the performance of the small cap segment of the U.S. equity market. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
MSCI USA Value Index: An index designed to measure the performance of large and mid-cap U.S. equity securities that exhibit overall value style characteristics based on three variables: book value to price, twelve-month forward earnings to price and dividend yield. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
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.
TIAA ESG Emerging Markets Equity Index: A custom index that is based on the MSCI Emerging Markets Index, its Based Index. The TIAA ESG Emerging Markets Equity Index uses a rules-based methodology that aims to increase exposure to positive environmental, social and governance (ESG) factors and exhibit lower carbon exposure than the Based Index. Index returns assume reinvestment of distributions, but do not include the effects of any applicable sales charges or management fees.
TIAA ESG USA High Dividend Yield Index: A custom index that is primarily based on the MSCI USA Index, its Base Index, which is primarily composed of equity securities issued by large and mid- capitalization companies listed on U.S. exchanges. The TIAA ESG USA High Dividend Yield Index aims to represent the performance of a set of securities with high dividend income and quality characteristics while maximizing the exposure to positive environmental, social and governance (ESG) factors as well as exhibit lower carbon exposure than the Base Index. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
TIAA ESG International Developed Markets Equity Index: A custom index that is based on the MSCI EAFE Index, its Based Index. The TIAA ESG International Developed Markets Equity Index uses a rules based methodology that aims to increase exposure to positive environmental, social and governance (ESG) factors and exhibit lower carbon exposure than the Base Index. Index returns assume reinvestment of distributions, but do not include the effects of any applicable sales charges or management fees.
TIAA ESG USA Large-Cap Index: A custom index based on the MSCI USA Index, its Based Index, which is primarily composed of equity securities issued by large and mid-capitalization companies listed on U.S. exchanges. The TIAA ESG USA Large-Cap Index uses a rules-based methodology that aims to increase the Base Index's exposure to postive environmental, social and governance (ESG) factors as well as exhibit lower carbon exposure than the Base Index. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
TIAA ESG USA Large-Cap Growth Index: A custom index based on the MSCI USA Growth index, its Based Index, which is primarily composed of equity securities issued by large and mid-capitalization companies exhibiting overall growth style characteristics listed on U.S. exchanges. The TIAA ESG USA Large-Cap Growth Index uses a rules-based methodology that aims to increase the Base Index’s exposure to positive environmental, social and governance (ESG) factors as well as exhibit lower carbon exposure than the Base Index. The index also aims to minimize the tracking error relative to
115


Table of Contents
the Parent Index through an optimization process. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
TIAA ESG USA Large-Cap Value Index: A custom index based on the MSCI USA Value index, its Base Iindex, which is primarily composed of equity securities issued by large and mid-capitalization companies exhibiting overall value style characteristics listed on U.S. exchanges. The TIAA ESG USA Large-Cap Value Index uses a rules-based methodology that aims to increase the Base Index’s exposure to positive environmental, social and governance (ESG) factors as well as exhibit lower carbon exposure than the Base Index. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
TIAA ESG USA Mid-Cap Growth Index: A custom index based on the MSCI USA Mid-Cap Growth Index, its Base Index, which is primarily composed of equity securities issued by mid-capitalization companies exhibiting overall growth style characteristics listed on U.S. exchanges. The TIAA ESG USA Mid-Cap Growth Index uses a rules-based methodology that aims to increase the Base Index’s exposure to positive environmental, social and governance (ESG) factors as well as exhibit lower carbon exposure than the Base Index. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
TIAA ESG USA Mid-Cap Value Index: A custom index based on the MSCI USA Mid-Cap Value Index, its Base Index, which is primarily composed of equity securities issued by mid-capitalization companies exhibiting overall value style characteristics listed on U.S. exchanges. The TIAA ESG USA Mid-Cap Value Index uses a rules-based methodology that aims to increase exposure to positive environmental, social and governance (ESG) factors and exhibit lower carbon exposure than the Base Index. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
TIAA ESG USA Small-Cap Index: A custom index based on the MSCI USA Small-Cap Index, its Base Index, which is primarily composed of equity securities issued by small capitalization companies listed on U.S. exchanges. The TIAA ESG USA Small-Cap Index uses a rules-based methodology that aims to increase exposure to positive environmental, social and governance (ESG) factors and exhibit lower carbon exposure than the Base Index. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
116


Table of Contents
Annual Investment Management Agreement Approval Process    
(Unaudited)
The Board of Trustees (the “Board” and each Trustee, a “Board Member”) of Nushares ETF Trust, which is comprised entirely of Board Members who are not “interested persons” (as defined under the Investment Company Act of 1940 (the “1940 Act”)) (the “Independent Board Members”), is responsible for determining whether to initially approve or, after an initial term, to renew, the advisory arrangements of the Funds. A discussion of the Board’s most recent approval of the renewal of the advisory arrangements of each Fund other than Nuveen ESG Dividend ETF (the “Dividend Fund”) is set forth in Part I below. The advisory arrangements of the Dividend Fund have not yet been up for renewal. A discussion of the Board’s initial approval of the advisory arrangements of the Dividend Fund is set forth in Part II below.
PART I
Nuveen ESG Emerging Markets Equity ETF
Nuveen ESG International Developed Markets Equity ETF
Nuveen ESG Large-Cap ETF
Nuveen ESG Large-Cap Growth ETF
Nuveen ESG Large-Cap Value ETF
Nuveen ESG Mid-Cap Growth ETF
Nuveen ESG Mid-Cap Value ETF
Nuveen ESG Small-Cap ETF
At a meeting held on May 25-27, 2021 (the “May Meeting”), the Board approved, for each Fund listed above under the heading “Part I” (for purposes of this Part I, each, a “Fund” and collectively, the “Funds”), the renewal of the management agreement (for purposes of this Part I, each, an “Investment Management Agreement”) with Nuveen Fund Advisors, LLC (the “Adviser”) pursuant to which the Adviser serves as the investment adviser to such Fund and the sub-advisory agreement (for purposes of this Part I, each, a “Sub-Advisory Agreement”) with Teachers Advisors, LLC (the “Sub-Adviser”) pursuant to which the Sub-Adviser serves as the sub-adviser to such Fund. Although the 1940 Act requires that continuances of the Advisory Agreements (as defined below) be approved by the in-person vote of a majority of the Independent Board Members, the May Meeting was held virtually through the internet in view of the health risks associated with holding an in-person meeting during the COVID-19 pandemic and governmental restrictions on gatherings. The May Meeting was held virtually in reliance on certain exemptive relief the Securities and Exchange Commission provided to registered investment companies providing temporary relief from the in-person voting requirements of the 1940 Act with respect to the approval of a fund’s advisory agreement in light of these challenges.
Following up to an initial two-year period, the Board considers the renewal of each Investment Management Agreement and Sub-Advisory Agreement on behalf of the applicable Fund on an annual basis. For purposes of this Part I, the Investment Management Agreements and Sub-Advisory Agreements 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.” Throughout the year, the Board and its committees meet regularly and, at these meetings, receive regular and/or special reports that cover an extensive array of topics and information that are relevant to its annual consideration of the renewal of the advisory agreements for the Nuveen funds. Such information may address, among other things, fund performance and risk information; the Adviser’s strategic plans; product initiatives for various funds; the review of the funds and investment teams; compliance, regulatory and risk management matters; the trading practices of the various sub-advisers to the funds; valuation of securities; fund expenses; securities lending; liquidity management; and overall market and regulatory developments. The Board also seeks to meet periodically with the Nuveen funds’ sub-advisers and portfolio teams, when feasible.
In addition, in connection with the annual consideration of the advisory agreements for the Nuveen funds, the Board, through its independent legal counsel, requested and received extensive materials and information prepared specifically for its annual consideration of the renewal of such advisory agreements by the Adviser and by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data. The materials cover a wide range of topics including, but not limited to, a description of the nature, extent and quality of services provided by the Fund Advisers; a review of product actions taken during 2020 (such as mergers, liquidations, fund launches, changes to investment teams, and changes to investment policies); a review of each sub-adviser to the Nuveen funds and the applicable investment teams; an analysis of fund performance in absolute terms and as compared to the performance of certain peer funds and benchmarks with a focus on any performance outliers; an analysis of the fees and expense ratios of the Nuveen funds in absolute terms and as compared to those of certain peer funds with a focus on any expense outliers; a review of management fee schedules; a description of portfolio manager compensation; a review of the performance of various service providers; a description of various initiatives Nuveen had undertaken or continued during the year for the benefit of particular fund(s) and/or the complex; a description of the profitability or financial data of Nuveen and the sub-advisers to the Nuveen funds; and a description of indirect benefits received by the Adviser and
117


Table of Contents
the sub-advisers as a result of their relationships with the Nuveen funds. The information prepared specifically for the annual review supplemented the information provided to the Board and its committees and the evaluations of the Nuveen funds by the Board and its committees during the year.
In continuing its practice, the Board met prior to the May Meeting to begin its considerations of the renewal of the Advisory Agreements. Accordingly, on April 21-22, 2021 (the “April Meeting”), the Board met to review and discuss, in part, the performance of the Nuveen funds and the Adviser’s evaluation of each sub-adviser to the Nuveen funds. At the April Meeting, the Board Members asked questions and requested additional information that was provided for the May Meeting. The Board reviewed fund performance throughout the year and in its review, the Board recognized the volatile market conditions that occurred in early 2020 arising, in part, from the public health crisis caused by the novel coronavirus known as COVID-19 and the resulting impact on a fund’s performance for 2020 and thereafter. Accordingly, the Board considered performance data measured over various periods of time as summarized in more detail below.
The Independent Board Members considered the review of the advisory agreements for the Nuveen funds to be an ongoing process and employed the accumulated information, knowledge and experience the Board Members had gained during their tenure on the boards governing the Nuveen funds and working with the Adviser and sub-advisers in their review of the advisory agreements. The contractual arrangements are a result of multiple years of review, negotiation and information provided in connection with the boards’ annual review of the Nuveen funds’ advisory arrangements and oversight of the Nuveen funds.
The Independent Board Members were advised by independent legal counsel during the annual review process as well as throughout the year, including meeting in executive sessions with such counsel at which no representatives from the Adviser or the Sub-Adviser were present. In connection with their annual review, the Independent Board Members also received a memorandum from independent legal counsel outlining their fiduciary duties and legal standards in reviewing the Advisory Agreements.
The Board’s decision to renew the Advisory Agreements was not based on a single identified factor, but rather the decision reflected the comprehensive consideration of all the information provided throughout the year and at the April and May Meetings, 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 as well as the Board’s 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 respective Fund with particular focus on the services and enhancements to such services provided during the last year. The Independent Board Members considered the Investment Management Agreements and the Sub-Advisory Agreements separately in the course of their review. With this approach, they considered the respective roles of the Adviser and the Sub-Adviser in providing services to the Funds.
The Board recognized that the Nuveen funds operate in a highly regulated industry and, therefore, the Adviser has provided a wide array of management, oversight and administrative services to manage and operate the funds, and the scope and complexity of these services have expanded over time as a result of, among other things, regulatory and other developments. The Board accordingly considered the extensive resources, tools and capabilities available to the Adviser to operate and manage the Nuveen funds. With respect to the Adviser, as a general matter, some of these services it and its affiliates provide to the Nuveen funds include, but are not limited to: product management (such as setting dividends, analyzing fund expenses, providing competitive analysis, and providing due diligence support); investment oversight, risk management and securities valuation services (such as overseeing and reviewing the various sub-advisers to the Nuveen funds and their investment teams; analyzing fund performance and risk data; overseeing operational and risk management; participating in financial statement, marketing and risk disclosures; providing daily valuation services and developing related valuation policies, procedures and methodologies; periodic testing of audit and regulatory requirements; participating in product development and management processes; participating in leverage management, liquidity monitoring and counterparty credit oversight; providing due diligence and overseeing fund accounting and custody providers; overseeing third party pricing services and periodically assessing investment and liquidity risks); fund administration (such as preparing fund tax returns and other tax compliance services; preparing regulatory filings; overseeing the funds’ independent public accountants and other service providers; analyzing products and enhancements; and managing fund budgets and expenses); oversight of shareholder services and transfer agency functions (such as overseeing transfer agent service providers which include registered shareholder customer service and transaction processing; overseeing proxy solicitation and tabulation services; and overseeing the production and distribution of financial reports by service providers); 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 managing compliance policies; monitoring compliance with applicable fund policies and laws and regulations; devising internal compliance programs and a framework to review and assess compliance programs; evaluating the compliance programs of the various sub-advisers to the Nuveen funds and certain other service providers; responding to regulatory requests; and preparing compliance training materials); and legal support and oversight of outside law firms (such as helping to prepare and file registration statements and proxy statements; overseeing fund activities and providing legal interpre-
118


Table of Contents
Annual Investment Management Agreement Approval Process (Unaudited) (continued)
tations regarding such activities; maintaining regulatory registrations and negotiating agreements with other fund service providers; and monitoring changes in regulatory requirements and commenting on rule proposals impacting investment companies).
In evaluating services, the Board reviewed various highlights of the initiatives the Adviser and its affiliates have undertaken or continued in 2020 to benefit the Nuveen complex and/or particular Nuveen funds and meet the requirements of an increasingly complex regulatory environment including, but not limited to:
Centralization of Functions  –  ongoing initiatives to centralize investment leadership, market approach and shared support functions within Nuveen and its affiliates in seeking to operate more effectively the business and enhance the services to the Nuveen funds;
Fund Improvements and Product Management Initiatives  –  continuing to proactively manage the Nuveen fund complex as a whole and at the individual fund level with an aim to continually improve product platforms and investment strategies to better serve shareholders through, among other things, rationalizing the product line and gaining efficiencies through mergers, repositionings and liquidations; launching new funds; reviewing and updating investment policies and benchmarks; and modifying portfolio management teams for various funds;
Investment Team Integrations  –  continuing to integrate and adjust the members of certain investment teams, in part, to allow greater access to tools and resources within the Nuveen organization and its affiliates;
Capital Initiatives  –  continuing to invest capital to support new Nuveen funds with initial capital as well as to support existing funds and facilitate regulatory or logistical changes;
Liquidity Management  –  continuing to operate the liquidity management program of the applicable Nuveen funds including monitoring daily their liquidity profile and assessing annually the overall liquidity risk of such funds;
Compliance Program Initiatives  –  continuing efforts to mitigate compliance risk, increase operating efficiencies, implement enhancements to strengthen key compliance program elements and support international business growth and other corporate objectives;
Investment Oversight  –  preparing reports to the Board addressing, among other things, fund performance; market conditions; investment teams; new products; changes to mandates, policies and benchmarks; and other management proposals;
Risk Management and Valuation Services - continuing to oversee and manage risk including, among other things, conducting daily calculations and monitoring of risk measures across the Nuveen funds, instituting appropriate investment risk controls, providing risk reporting throughout the firm, participating in internal oversight committees, and continuing to implement an operational risk framework that seeks to provide greater transparency of operational risk matters across the complex as well as provide multiple other risk programs that seek to provide a more disciplined and consistent approach to identifying and mitigating Nuveen’s operational risks. Further, the securities valuation team continues, among other things, to oversee the daily valuation process of the portfolio securities of the funds, maintains the valuation policies and procedures, facilitates valuation committee meetings, manages relationships with pricing vendors, and prepares relevant valuation reports and designs methods to simplify and enhance valuation workflow within the organization;
Regulatory Matters  –  continuing efforts to monitor regulatory trends and advocate on behalf of Nuveen and/or the Nuveen funds, to implement and comply with new or revised rules and mandates and to respond to regulatory inquiries and exams;
Government Relations  –  continuing efforts of various Nuveen teams and Nuveen’s affiliates to develop policy positions on a broad range of issues that may impact the Nuveen funds, advocate and communicate these positions to lawmakers and other regulatory authorities and work with trade associations to ensure these positions are represented;
Business Continuity, Disaster Recovery and Information Security  –  continuing efforts of Nuveen to periodically test and update business continuity and disaster recovery plans and, together with its affiliates, to maintain an information security program designed to identify and manage information security risks, and provide reports to the Board, at least annually, addressing, among other things, management’s security risk assessment, cyber risk profile, potential impact of new or revised laws and regulations, incident tracking and other relevant information technology risk-related reports; and
Dividend Management Services  –  continuing to manage the dividends among the varying types of Nuveen funds within the Nuveen complex to be consistent with the respective fund’s product design and positioning in striving to deliver those earnings to shareholders in a relatively consistent manner over time as well as assisting in the development of new products or the restructuring of existing funds.
In its review, the Board recognized that Nuveen’s risk management, compliance, technology and operations capabilities are all integral to providing its investment management services to the Nuveen funds. Further, the Board noted the benefits to shareholders of investing in a Nuveen fund, as each Nuveen fund is a part of a large fund complex with a variety of investment disciplines, capabilities, expertise and resources available to navigate and support the funds including during stressed times as occurred in the market in the first half of 2020. The Board recognized the impact of the COVID-19 pandemic during the year and the adaptations required by service providers to continue to deliver their services to the Nuveen funds, including working remotely. In this regard, the Board noted the ability of the Adviser and the various sub-advisers to the Nuveen funds to provide continuously their
119


Table of Contents
services notwithstanding the significant disruptions caused by the pandemic. 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 each Fund’s portfolio under the oversight of the Adviser and the Board. The Board considered an analysis of the Sub-Adviser provided by the Adviser which included, among other things, the assets under management of the applicable investment team and changes thereto, a summary of the applicable investment team and changes thereto, the investment process and philosophy of the applicable investment team, the performance of the Nuveen funds sub-advised by the Sub-Adviser over various periods of time and a summary of any significant policy and/or other changes to the Nuveen funds sub-advised by the Sub-Adviser. The Board further considered at the May Meeting or prior meetings evaluations of the Sub-Adviser’s compliance programs and trade execution. The Board also considered the structure of investment personnel compensation programs and whether this structure provides appropriate incentives to act in the best interests of the respective Nuveen funds. The Board noted that the Adviser recommended the renewal of the Sub-Advisory Agreements.
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 respective Funds under each applicable Advisory Agreement.
B. The Investment Performance of the Funds and Fund Advisers
In evaluating the quality of the services provided by the Fund Advisers, the Board also received and considered a variety of investment performance data of the Nuveen funds they advise. In evaluating performance, the Board recognized that performance data may differ significantly depending on the ending date selected, particularly during periods of market volatility, and therefore considered performance over a variety of time periods that may include full market cycles. In this regard, the Board reviewed, among other things, Fund performance over the quarter, one- and three-year periods ending December 31, 2020 (or for shorter periods available to the extent a Fund was not in existence during such periods) as well as performance data periods ending nearer to the May Meeting, including the quarter, one- and three-year periods ending March 31, 2021 (or for shorter periods available to the extent a Fund was not in existence during such periods). The performance data prepared for the annual review of the advisory agreements for the Nuveen funds supplemented the fund performance data that the Board received throughout the year at its meetings representing differing time periods. In its review, the Board took into account the discussions with representatives of the Adviser; the Adviser’s analysis regarding fund performance that occurred at these Board meetings with particular focus on funds that were considered performance outliers (both overperformance and underperformance); the factors contributing to the performance; and any recommendations or steps taken to address performance concerns. Regardless of the time period reviewed by the Board, the Board recognized that shareholders may evaluate performance based on their own holding periods which may differ from the periods reviewed by the Board and lead to differing results. For Nuveen funds that had changes in portfolio managers since 2018 or significant changes, among other things, to their investment strategies or policies since 2019, the Board reviewed certain performance data comparing the performance of such funds before and after such changes. In considering performance data, the Board is aware of certain inherent limitations with such data, including that differences between the objective(s), strategies and other characteristics of the Nuveen funds compared to certain peer groups and/or benchmark(s) as well as differences in the composition of the peer groups over time will necessarily contribute to differences in performance results and limit the value of the comparative information.
The Board also evaluated performance in light of various relevant factors, including, among other things, general market conditions, issuer-specific information, asset class information, leverage and fund cash flows. In relation to general market conditions, the Board recognized the significant market decline in the early part of 2020 in connection with, among other things, the impact of the COVID-19 pandemic and that such a period of underperformance and market volatility may significantly weigh on the longer term performance results. Accordingly, depending on the facts and circumstances including any differences between the respective Nuveen fund and its benchmark and/or peer group, the Board may be satisfied with a fund’s performance notwithstanding that its performance may be below that of its benchmark or peer group for certain periods. However, with respect to any Nuveen funds for which the Board 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 steps undertaken.
The Board noted that each Fund, a Nuveen exchange-traded fund (“ETF”), is designed to track the performance of a specified index (the “Underlying Index”). In its review, the Board received and reviewed information addressing, among other things, the net asset value performance of each Fund, the performance of such Fund’s Underlying Index and parent index, such Fund’s relative performance compared to the performance of peer funds (the “Performance Peer Group”) and such Fund’s tracking error and excess return compared to its Underlying Index over certain periods. However, given each Fund’s investment objective of seeking investment results that correspond generally to the performance of its Underlying Index, the Board recognized that the extent to which a Fund tracked its benchmark was of greater relevance in assessing the performance for the Fund and therefore placed more emphasis on the tracking error and correlation data provided.
The Board’s determinations with respect to each Fund are summarized below.
120


Table of Contents
Annual Investment Management Agreement Approval Process (Unaudited) (continued)
For Nuveen ESG Emerging Markets Equity ETF (the “Emerging Markets Fund”), the Board considered, among other things, the performance of the Fund and its Underlying Index for the one- and three-year periods ended December 31, 2020 and March 31, 2021 as well as its tracking error compared to its Underlying Index as of such dates. The Board noted that the Fund ranked in the first quartile of its Performance Peer Group for such periods. Given the Fund’s investment objective, however, the Board placed more emphasis on its review of the correlation and tracking difference data. Based on its review, the Board was satisfied with the Fund’s overall performance.
For Nuveen ESG International Developed Markets Equity ETF (the “International Fund”), the Board considered, among other things, the performance of the Fund and its Underlying Index for the one- and three-year periods ended December 31, 2020 and March 31, 2021 as well as its tracking error compared to its Underlying Index as of such dates. The Board noted that the Fund ranked in the first quartile of its Performance Peer Group for the one- and three-year periods ended December 31, 2020. The Fund further ranked in the second quartile of its Performance Peer Group for the one-year period ended March 31, 2021 and first quartile of its Performance Peer Group for the three-year period ended March 31, 2021. Given the Fund’s investment objective, however, the Board placed more emphasis on its review of the correlation and tracking difference data. Based on its review, the Board was satisfied with the Fund’s overall performance.
For Nuveen ESG Large-Cap ETF (the “Large-Cap Fund”), the Board considered, among other things, the performance of the Fund and its Underlying Index for the one-year periods ended December 31, 2020 and March 31, 2021 as well as its tracking error compared to its Underlying Index as of such dates. The Board noted that the Fund ranked in the first quartile of its Performance Peer Group for such periods. Given the Fund’s investment objective, however, the Board placed more emphasis on its review of the correlation and tracking difference data. Based on its review, the Board was satisfied with the Fund’s overall performance.
For Nuveen ESG Large-Cap Growth ETF (the “Large-Cap Growth Fund”), the Board considered, among other things, the performance of the Fund and its Underlying Index for the one- and three-year periods ended December 31, 2020 and March 31, 2021 as well as its tracking error compared to its Underlying Index as of such dates. The Board noted that the Fund ranked in the first quartile of its Performance Peer Group for such periods. Given the Fund’s investment objective, however, the Board placed more emphasis on its review of the correlation and tracking difference data. Based on its review, the Board was satisfied with the Fund’s overall performance.
For Nuveen ESG Large-Cap Value ETF (the “Large-Cap Value Fund”), the Board considered, among other things, the performance of the Fund and its Underlying Index for the one- and three-year periods ended December 31, 2020 and March 31, 2021 as well as its tracking error compared to its Underlying Index as of such dates. The Board noted that the Fund ranked in the second quartile of its Performance Peer Group for the one- and three-year periods ended December 31, 2020 and the third quartile of its Performance Peer Group for the one- and three-year periods ended March 31, 2021. Given the Fund’s investment objective, however, the Board placed more emphasis on its review of the correlation and tracking difference data. Based on its review, the Board was satisfied with the Fund’s overall performance.
For Nuveen ESG Mid-Cap Growth ETF (the “Mid-Cap Growth Fund”), the Board considered, among other things, the performance of the Fund and its Underlying Index for the one- and three-year periods ended December 31, 2020 and March 31, 2021 as well as its tracking error compared to its Underlying Index as of such dates. The Board noted that the Fund ranked in the second quartile of its Performance Peer Group for the one- and three-year periods ended December 31, 2020. Further, the Fund ranked in the third quartile of its Performance Peer Group for the one-year period and first quartile for the three-year period ended March 31, 2021. Given the Fund’s investment objective, however, the Board placed more emphasis on its review of the correlation and tracking difference data. Based on its review, the Board was satisfied with the Fund’s overall performance.
For Nuveen ESG Mid-Cap Value ETF (the “Mid-Cap Value Fund”), the Board considered, among other things, the performance of the Fund and its Underlying Index for the one- and three-year periods ended December 31, 2020 and March 31, 2021 as well as its tracking error compared to its Underlying Index as of such dates. The Board noted that the Fund ranked in the second quartile of its Performance Peer Group for the one- and three-year periods ended December 31, 2020. Further, although the Fund ranked in the fourth quartile of its Performance Peer Group for the one-year period ended March 31, 2021, the Fund ranked in the second quartile for the three-year period ended March 31, 2021. Given the Fund’s investment objective, however, the Board placed more emphasis on its review of the correlation and tracking difference data. Based on its review, the Board was satisfied with the Fund’s overall performance.
For Nuveen ESG Small-Cap ETF (the “Small-Cap Fund”), the Board considered, among other things, the performance of the Fund and its Underlying Index for the one- and three-year periods ended December 31, 2020 and March 31, 2021 as well as its tracking error compared to its Underlying Index as of such dates. The Board noted that the Fund ranked in the first quartile of its Performance Peer Group for such periods. Given the Fund’s investment objective, however, the Board placed more emphasis on its review of the correlation and tracking difference data. Based on its review, the Board was satisfied with the Fund’s overall performance.
C. Fees, Expenses and Profitability
1. Fees and Expenses
As part of its annual review, the Board generally considered the contractual management fee and net management fee (the management fee after taking into consideration fee waivers and/or expense reimbursements, if any) paid by a Nuveen fund to the Adviser in light of the nature, extent and quality of the services provided. The Board also generally considered the total operating expense ratio of a Nuveen fund before and after any
121


Table of Contents
fee waivers and/or expense reimbursements. With respect to the Nuveen ETFs, such as the Funds, however, the Board recognized that a Nuveen ETF pays a unitary fee and therefore, the Board reviewed the unitary fee compared to the gross and net management fees and net total expense ratios of a group of comparable funds (the “Peer Group”) established by Broadridge. The Independent Board Members reviewed the methodology Broadridge employed to establish its Peer Group and recognized that differences between the applicable fund and its respective Peer Group as well as changes to the composition of the Peer Group from year to year may limit some of the value of the comparative data. The Independent Board Members also considered a fund’s operating expense ratio as it more directly reflected the shareholder’s costs in investing in the respective fund.
In their review, the Independent Board Members considered, in particular, each fund with a net expense ratio of six basis points or higher compared to that of its peer average (each, an “Expense Outlier Fund”), including the International Fund, the Large-Cap Growth Fund, the Large-Cap Value Fund and the Small-Cap Fund, and an analysis as to the factors contributing to each such fund’s higher relative net expense ratio. Accordingly, in reviewing the comparative data between a fund and its peers, the Board generally considered the fund’s net expense ratio and fees to be higher if they were over 10 basis points higher, slightly higher if they were 6 to 10 basis points higher, in line if they were within approximately 5 basis points higher than the peer average and below if they were below the peer average of the Peer Group. The Independent Board Members also considered, in relevant part, a fund’s net management fee and net total expense ratio in light of its performance history.
As noted above, the Board recognized that the Nuveen ETFs pay the Adviser a single, all-inclusive (or unified) management fee for providing all services necessary for the management and operation of the Nuveen ETFs, subject to certain exceptions. Unlike the typical fee arrangements of the other Nuveen funds in which the funds pay a variety of fees and expenses such as investment advisory fees, transfer agency fees, audit fees, custodian fees, administration fees, compliance expenses, recordkeeping expenses, marketing and shareholder service fees, distribution charges and other expenses, Nuveen ETFs pay the Adviser a unified fee, and the Adviser is responsible for providing such services or arranging and supervising third parties to provide such services (subject to the certain exceptions). Under the unified fee structure, the Board recognized that the Adviser generally bears the risks of the operating costs rising (and benefits if such expenses decrease) and therefore has an incentive to be administratively efficient. As part of the Board’s analysis of the fee level of a 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.
With respect to the Sub-Adviser, the Board also considered the sub-advisory fee schedule paid to the Sub-Adviser in light of the sub-advisory services provided to the respective Fund and comparative data of the fees the Sub-Adviser charges to other clients, if any. In its review, the Board recognized that the compensation paid to the Sub-Adviser is the responsibility of the Adviser, not the Funds.
The Independent Board Members noted that (a) the Emerging Markets Fund, Large-Cap Fund and Mid-Cap Growth Fund each had a net management fee and a net expense ratio that were below the respective peer averages; (b) the Mid-Cap Value Fund had a net management fee and a net expense ratio that were in line with the respective peer averages; and (c) the International Fund, Large-Cap Growth Fund, Large-Cap Value Fund and Small-Cap Fund each had a net management fee and a net expense ratio that were higher than the respective peer averages. With respect to the International Fund, the Independent Board Members noted that the Fund’s relative standing in its peer set changed, in part, due to changes to the composition of the peer set and differences in investment strategies of the peer set relative to the Fund. With respect to the Large-Cap Growth Fund, the Large-Cap Value Fund and the Small-Cap Fund, the Independent Board Members noted that each such Fund’s net expense ratio was higher than the peer set average due, in part, to the larger average net assets and differences in investment strategies of the peer set relative to such Fund.
Based on its review of the information provided, the Board determined that each Fund’s management fees (as applicable) to a Fund Adviser were reasonable in light of the nature, extent and quality of services provided to the Fund.
2. Comparisons with the Fees of Other Clients
In determining the appropriateness of fees, the Board also considered information regarding the fee rates the respective Fund Advisers charged to certain other types of clients and the type of services provided to these other clients. With respect to the Adviser and/or the Sub-Adviser, such other clients may include foreign investment companies offered by Nuveen and sub-advised by the Sub-Adviser; and certain funds advised by the Sub-Adviser. The Board further noted that the Adviser also advised and the Sub-Adviser sub-advised additional ETFs sponsored by Nuveen.
The Board recognized that the Funds had an affiliated sub-adviser and, with respect to affiliated sub-advisers, reviewed, among other things, the range of fees assessed for foreign investment companies and ETFs offered by Nuveen. In addition, the Board reviewed the management fees and expense ratios of certain funds advised by the Sub-Adviser in the TIAA-CREF family of funds.
In considering the fee data of other clients, the Board recognized, among other things, the differences in the amount, type and level of services provided to the Nuveen funds relative to other clients 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 recognized the breadth of services the Adviser had provided to the Nuveen funds compared to the other types of clients as the funds operate in a highly regulated industry with increasing regulatory requirements as well as the increased entrepreneurial, legal and regulatory risks that the Adviser incurs in sponsoring and managing the funds.
122


Table of Contents
Annual Investment Management Agreement Approval Process (Unaudited) (continued)
Further, with respect to ETFs, the Board considered that Nuveen ETFs were passively managed compared to the active management of the other Nuveen funds which contributed to the differences in fee levels between the 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 their review, the Independent Board Members considered information regarding Nuveen’s level of profitability for its advisory services to the Nuveen funds for the calendar years 2020 and 2019. 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 and excluding distribution) from Nuveen funds only; revenues, expenses and net income (pre- and post-tax and before distribution expenses) of Nuveen for fund advisory services; and comparative profitability data comparing the operating margins of Nuveen compared to the adjusted operating margins of certain peers that had publicly available data and with the most comparable assets under management (based on asset size and asset composition) for each of the last two calendar years. In reviewing the peer comparison data, the Independent Board Members noted that Nuveen Investments, Inc.’s operating margins were on the low range compared to the total company adjusted operating margins of the peers. The Board also reviewed the revenues and expenses the Adviser derived from its ETF product line for the 2019 and 2020 calendar years.
In reviewing the profitability data, the Independent Board Members recognized the subjective nature of calculating profitability as the information is not audited and is dependent on cost allocation methodologies to allocate corporate-wide expenses to the Nuveen complex and its affiliates and to further allocate such Nuveen complex expenses between the Nuveen fund and non-fund businesses. Generally, fund-specific expenses are allocated to the Nuveen funds and partial fund-related expenses and/or corporate overhead and shared costs (such as legal and compliance, accounting and finance, information technology and human resources and office services) are partially attributed to the funds pursuant to cost allocation methodologies. The Independent Board Members reviewed a description of the cost allocation methodologies employed to develop the financial information, a summary of the history of changes to the methodology over the years from 2010 to 2020, and the net revenue margins derived from the Nuveen funds (pre-tax and including and excluding distribution) and total company margins from Nuveen Investments, Inc. compared to the firm-wide adjusted margins of the peers for each calendar year from 2010 to 2020. The Board had also appointed three Independent Board Members to serve as the Board’s liaisons, with the assistance of independent counsel, to review the development of the profitability data and any proposed changes to the cost allocation methodology prior to incorporating any such changes and to report to the full Board. The Board recognized that other reasonable and valid allocation methodologies could be employed and could lead to significantly different results. The Independent Board Members also considered the key drivers behind the revenue and expense changes that impacted Nuveen’s net margins between 2019 and 2020. The Board also noted the reinvestments Nuveen and/or its parent made into its business through, among other things, the investment of seed capital in certain Nuveen funds and continued investments in enhancements to information technology, portfolio accounting systems and the global trading platform.
In reviewing the comparative peer data noted above, the Board considered that the operating margins of Nuveen Investments, Inc. were in the lower half of the peer group range; however, the Independent Board Members also recognized the limitations of the comparative data given that peer data is not generally public and the calculation of profitability is subjective and affected by numerous factors (such as types of funds a peer manages, its business mix, its cost of capital, the numerous assumptions underlying the methodology used to allocate expenses and other factors) that can have a significant impact on the results.
Aside from Nuveen’s profitability, the Board recognized that the Adviser is a subsidiary of Nuveen, LLC, the investment management arm of Teachers Insurance and Annuity Association of America (“TIAA”). Accordingly, the Board also reviewed a balance sheet for TIAA reflecting its assets, liabilities and capital and contingency reserves for the 2020 and 2019 calendar years to consider the financial strength of TIAA. The Board recognized the benefit of an investment adviser and its parent with significant resources, particularly during periods of market volatility as experienced with the COVID-19 pandemic.
In addition to Nuveen, the Independent Board Members considered the profitability of the Sub-Adviser from its relationships with the Nuveen funds. In this regard, the Independent Board Members reviewed the Sub-Adviser’s revenues, expenses and net operating income for its advisory services to the Nuveen ETFs and Nuveen closed-end funds for 2020 and 2019.
In evaluating the reasonableness of the compensation, the Independent Board Members also considered any other ancillary benefits derived by the respective Fund Adviser from its relationship with the Nuveen funds as discussed in further detail below.
Based on a consideration of all the information provided, the Board noted that Nuveen’s and the Sub-Adviser’s level of profitability was acceptable and not unreasonable in light of the services provided.
123


Table of Contents
D. Economies of Scale and Whether Fee Levels Reflect These Economies of Scale
The Board considered whether there have been economies of scale with respect to the management of the Nuveen funds and whether these economies of scale have been appropriately shared with the funds. The Board recognized that although economies of scale are difficult to measure and certain expenses may not decline with a rise in assets, there are several methods to help share the benefits of economies of scale, including breakpoints in the management fee schedule, fee waivers and/or expense limitations, the pricing of Nuveen funds at scale at inception and investments in Nuveen’s business which can enhance the services provided to the funds for the fees paid. The Board noted that Nuveen generally has employed these various methods, and the Board considered the extent to which the Nuveen funds will benefit from economies of scale as their assets grow. In this regard, the Board noted that, with respect to the Nuveen funds generally, although the management fee of the Adviser is typically comprised of a fund-level component and a complex-level component each with its own breakpoint schedule, the Nuveen ETFs do not have breakpoint schedules. The Board recognized that the Nuveen ETFs (including the Funds) pay a unified fee and as a result, any reduction in fixed costs associated with the management of these funds would benefit the Adviser. However, the Independent Board Members noted that the unified fee schedule provides shareholders with a level of certainty of the expenses of the Nuveen ETFs. The Independent Board Members considered that the unified fees generally provide inherent economies of scale because the Nuveen ETF would maintain a competitive fixed fee over the annual contract period even if the particular fund’s assets declined and/or operating costs rose. As the Nuveen ETFs do not have breakpoints, they do not participate in the complex-level fee programs.
The Independent Board Members also recognized the Adviser’s continued reinvestment in its business through various initiatives including maintaining a seed account available for investments into Nuveen funds and investing in its internal infrastructure, information technology and other systems that will, among other things, consolidate and enhance accounting systems, integrate technology platforms to support growth and efficient data processing, and further develop its global trading platform to enhance the investment process for the investment teams.
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. In addition, the Independent Board Members also noted that various sub-advisers may engage in soft dollar transactions pursuant to which they may receive the benefit of research products and other services provided by broker-dealers executing portfolio transactions on behalf of the applicable Nuveen funds. However, the Board noted that the Sub-Adviser does not participate in soft dollar arrangements with respect to Nuveen fund portfolio transactions.
Based on its review, the Board concluded that any indirect benefits received by a Fund Adviser as a result of its relationship with the Funds 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 each Fund and that the Advisory Agreements be renewed.
G. Subsequent Board Actions
At a meeting held on September 20, 2021, given continued growth in Nuveen ESG ETFs and certain comparative fee data with other ESG ETFs in the industry, among other things, the Board approved a ten basis point (0.10%) reduction in the unitary management fee for the Emerging Markets Fund, International Fund, Large-Cap Growth Fund, Large-Cap Value Fund, Mid-Cap Growth Fund, Mid-Cap Value Fund and Small-Cap Fund, effective September 28, 2021.
PART II
Nuveen ESG Dividend ETF
At a meeting held on June 17, 2021 (for purposes of this Part II, the “Meeting”), the Board Members considered and approved the investment management agreement (for purposes of this Part II, the “Investment Management Agreement”) pursuant to which Nuveen Fund Advisors, LLC (the “Adviser”) serves as investment adviser to Nuveen ESG Dividend ETF (for purposes of this Part II, the “Fund”), and the investment sub-advisory agreement (for purposes of this Part II, the “Sub-Advisory Agreement”) pursuant to which Teachers Advisors, LLC (the “Sub-Adviser”) serves as investment sub-adviser to the Fund. For purposes of this Part II, the Adviser and the Sub-Adviser are each hereafter a “Fund Adviser.” In addition, for purposes of this Part II, the Investment Management Agreement and the Sub-Advisory Agreement are each hereafter an “Advisory Agreement” and collectively, the “Advisory Agreements.”
124


Table of Contents
Annual Investment Management Agreement Approval Process (Unaudited) (continued)
Although the 1940 Act requires that approvals of the Fund’s Advisory Agreements be approved by the in-person vote of a majority of the Independent Board Members, the Meeting was held virtually through the internet in view of the health risks associated with holding an in-person meeting during the COVID-19 pandemic and governmental restrictions on gatherings. The Meeting was held virtually in reliance on certain exemptive relief the Securities and Exchange Commission provided to registered investment companies providing temporary relief from the in-person voting requirements of the 1940 Act with respect to the approval of a fund’s advisory agreement in light of these challenges.
To assist the Board in its evaluation of an Advisory Agreement with a Fund Adviser at the Meeting, the Independent Board Members had received, in adequate time in advance of the Meeting or at other meetings, materials which outlined, among other things:
the nature, extent and quality of the services expected to be provided by the Fund Adviser;
the organization of the Fund Adviser, including the responsibilities of various departments and key personnel;
the relevant expertise and background of the Fund Adviser with respect to the Fund’s investment strategy;
certain performance-related information (as described below);
certain profitability-related information (as described below);
the Fund’s proposed unitary fee structure, including comparisons of the Fund’s proposed unitary fee with the net expense ratios of comparable funds; and
the soft dollar practices of the Fund Adviser, if any.
At the Meeting and/or at other meetings, the Adviser made presentations to and responded to questions from the Board. During the Meeting and/or at other meetings, the Independent Board Members also met privately with their legal counsel to, among other things, review the Board’s duties under the 1940 Act, the general principles of state law in reviewing and approving advisory contracts, the standards used by courts in determining whether investment company boards of directors have fulfilled their duties, factors to be considered in voting on advisory contracts and an adviser’s fiduciary duty with respect to advisory agreements and compensation. It is with this background that the Independent Board Members considered the Advisory Agreements. As outlined in more detail below, the Independent Board Members considered various factors they believed relevant with respect to the Fund. Each Board Member may have accorded different weight to the various factors and information discussed below in reaching his or her conclusions with respect to the Fund’s Advisory Agreements. The Board Members also drew on information they had received in their capacity as trustees and directors, as applicable, of other registered investment companies advised by the Fund Advisers.
A. Nature, Extent and Quality of Services
The Independent Board Members considered the nature, extent and quality of the respective Fund Adviser’s services, including portfolio management services and administrative services. Given that the Adviser and the Sub-Adviser already serve as adviser and sub-adviser, respectively, to other Nuveen funds overseen by the Board Members, the Board has a good understanding of each such Fund Adviser’s organization, operations, personnel and services. As the Independent Board Members meet regularly throughout the year to oversee the Nuveen funds, including funds currently advised by the Fund Advisers, the Independent Board Members, have, in part, relied upon their knowledge from their meetings and any other interactions throughout the year with the respective Fund Adviser in evaluating the Advisory Agreements.
The Independent Board Members recognized that open-end exchange-traded funds (“ETFs”) were added to the Nuveen fund product line in 2016 and they considered information about the structure, investment objective, investment strategy and other characteristics of the Fund. Additionally, they observed that the Fund was expected to seek to track the investment results of a specified underlying index (the “Index”).
The Board has recognized that the Nuveen funds operate in a highly regulated industry and, therefore, the Adviser has provided a wide array of management, oversight and administrative services to manage and operate the funds, and the scope and complexity of these services have expanded over time as a result of, among other things, regulatory and other developments. The Board accordingly has considered the extensive resources, tools and capabilities available to the Adviser to operate and manage the Nuveen funds. With respect to the Adviser, as a general matter, some of these services it and its affiliates provide to the Nuveen funds include, but are not limited to: product management (such as setting dividends, analyzing fund expenses, providing competitive analysis, and providing due diligence support); investment oversight, risk management and securities valuation services (such as overseeing and reviewing the various sub-advisers to the Nuveen funds and their investment teams; analyzing fund performance and risk data; overseeing operational and risk management; participating in financial statement, marketing and risk disclosures; providing daily valuation services and developing related valuation policies, procedures and methodologies; periodic testing of audit and regulatory requirements; participating in product development and management processes; participating in leverage management, liquidity monitoring and counterparty credit oversight; providing due diligence and overseeing fund accounting and custody providers; overseeing third party pricing services and periodically assessing investment and liquidity risks); fund administration (such as preparing fund tax returns and other tax compliance services; preparing regulatory filings; overseeing the funds’ independent public accountants and other service providers; analyzing products and enhancements; and managing fund budgets and expenses); oversight of shareholder services and transfer agency functions (such as overseeing transfer agent service providers which include registered
125


Table of Contents
shareholder customer service and transaction processing; overseeing proxy solicitation and tabulation services; and overseeing the production and distribution of financial reports by service providers); 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 managing compliance policies; monitoring compliance with applicable fund policies and laws and regulations; devising internal compliance programs and a framework to review and assess compliance programs; evaluating the compliance programs of the various sub-advisers to the Nuveen funds and certain other service providers; responding to regulatory requests; and preparing compliance training materials); and legal support and oversight of outside law firms (such as helping to prepare and file registration statements and proxy statements; overseeing fund activities and providing legal interpretations regarding such activities; maintaining regulatory registrations and negotiating agreements with other fund service providers; and monitoring changes in regulatory requirements and commenting on rule proposals impacting investment companies).
The Independent Board Members noted that the Adviser would oversee the Sub-Adviser, which was generally expected to provide portfolio advisory services to the Fund. In addition, the Independent Board Members recognized the relevant experience and expertise of the investment team expected to manage the Fund.
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 the Sub-Adviser. In addition, the Independent Board Members reviewed, among other things, certain historical performance-related data pertaining to the Index as well as the Fund’s contemplated secondary index and an additional market index (including (i) returns for the year-to-date, 1-year, 3-year, 5-year and since inception (i.e., beginning April 30, 2012) periods as of May 31, 2021; and (ii) calendar year returns for 2015 through 2020).
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 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 operating expenses incurred by the Fund, subject to certain exceptions. In this regard, the Independent Board Members were provided with estimates of the Fund’s anticipated operating expenses that would be paid by the Adviser from the unitary fee and those that would be excluded from the unitary fee. In considering the proposed unitary fee structure, the Independent Board Members recognized 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.
In their review, the Independent Board Members reviewed, among other things, the Fund’s proposed unitary fee compared to fee and expense data pertaining to a group of ETFs that the Adviser considered comparable to the Fund in certain respects. Because the Fund will pay a unitary fee, the Board determined that expense ratios were the most relevant comparative data point. Further, the Independent Board Members considered the proposed sub-advisory fee for the Fund, which 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 expected 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 including providing a level of cost certainty by shifting to the Adviser the risk that some of the costs of operating the Fund may rise and providing an incentive to the Adviser to maximize administrative efficiencies.
The Board has noted at the Meeting and/or at other meetings that the Fund Advisers provide services to other types of clients. In this regard, the Board has considered information regarding the fee rates the respective Fund Advisers charge to certain other types of clients and the type of services provided to these other clients. With respect to the Adviser and/or the Sub-Adviser, such other clients may include foreign investment companies offered by Nuveen and sub-advised by the Sub-Adviser; and certain funds advised by the Sub-Adviser. The Board has further noted that the Adviser also advises and the Sub-Adviser sub-advises additional ETFs sponsored by Nuveen.
126


Table of Contents
Annual Investment Management Agreement Approval Process (Unaudited) (continued)
The Board recognized that the Fund would have an affiliated sub-adviser and, with respect to affiliated sub-advisers, has reviewed, among other things, the range of fees assessed for foreign investment companies and ETFs offered by Nuveen. In addition, the Board has reviewed the management fees and expense ratios of certain funds advised by the Sub-Adviser in the TIAA-CREF family of funds.
In considering the fee data of other clients, the Board has recognized, among other things, the differences in the amount, type and level of services provided to the Nuveen funds relative to other clients 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 has recognized the breadth of services the Adviser provides to the Nuveen funds compared to the other types of clients as the funds operate in a highly regulated industry with increasing regulatory requirements as well as the increased entrepreneurial, legal and regulatory risks that the Adviser incurs in sponsoring and managing the funds. Further, with respect to ETFs, the Board has considered that certain Nuveen ETFs are passively managed compared to the active management of other Nuveen funds, which has contributed to the differences in fee levels between such 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 has further considered that the Sub-Adviser’s fee is essentially for portfolio management services. The Board has recognized that the varying levels of fees are 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
At the time of the Meeting, the Fund had not commenced operations and it was not possible to predict the effect on profitability of the Fund. The Independent Board Members, however, considered the estimated operating expenses to be paid by the Adviser pursuant to the unitary fee.
In conjunction with their review of fees, at the Meeting and/or at other meetings, the Independent Board Members also have considered profitability and other financial data for Nuveen, including information regarding Nuveen’s level of profitability for its advisory services to the Nuveen funds for the calendar years 2020 and 2019. The Board has 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 and excluding distribution) from Nuveen funds only; revenues, expenses and net income (pre- and post-tax and before distribution expenses) of Nuveen for fund advisory services; and comparative profitability data comparing the operating margins of Nuveen compared to the adjusted operating margins of certain peers that had publicly available data and with the most comparable assets under management (based on asset size and asset composition) for the 2019 and 2020 calendar years. In reviewing the peer comparison data, the Independent Board Members have noted that Nuveen Investments, Inc.’s operating margins were on the low range compared to the total company adjusted operating margins of the peers. The Board has also reviewed the revenues and expenses the Adviser derived from its ETF product line for the 2019 and 2020 calendar years.
In reviewing the profitability data, the Independent Board Members have recognized the subjective nature of calculating profitability as the information is not audited and is dependent on cost allocation methodologies to allocate corporate-wide expenses to the Nuveen complex and its affiliates and to further allocate such Nuveen complex expenses between the Nuveen fund and non-fund businesses. Generally, fund-specific expenses are allocated to the Nuveen funds and partial fund-related expenses and/or corporate overhead and shared costs (such as legal and compliance, accounting and finance, information technology and human resources and office services) are partially attributed to the funds pursuant to cost allocation methodologies. The Independent Board Members have reviewed a description of the cost allocation methodologies employed to develop the financial information, a summary of the history of changes to the methodology over the years from 2010 to 2020, and the net revenue margins derived from the Nuveen funds (pre-tax and including and excluding distribution) and total company margins from Nuveen Investments, Inc. compared to the firm-wide adjusted margins of the peers for each calendar year from 2010 to 2020. The Board had also appointed three Independent Board Members to serve as the Board’s liaisons, with the assistance of independent counsel, to review the development of the profitability data and any proposed changes to the cost allocation methodology prior to incorporating any such changes and to report to the full Board. The Board has recognized that other reasonable and valid allocation methodologies could be employed and could lead to significantly different results. The Independent Board Members have also considered the key drivers behind the revenue and expense changes that impacted Nuveen’s net margins between 2019 and 2020. The Board has also noted the reinvestments Nuveen and/or its parent made into its business through, among other things, the investment of seed capital in certain Nuveen funds and continued investments in enhancements to information technology, portfolio accounting systems and the global trading platform.
In reviewing the comparative peer data noted above, the Board has considered that the operating margins of Nuveen Investments, Inc. were in the lower half of the peer group range; however, the Independent Board Members have also recognized the limitations of the comparative data given that peer data is not generally public and the calculation of profitability is subjective and affected by numerous factors (such as types of funds a peer manages, its business mix, its cost of capital, the numerous assumptions underlying the methodology used to allocate expenses and other factors) that can have a significant impact on the results.
127


Table of Contents
Aside from Nuveen’s profitability, the Board has recognized that the Adviser is a subsidiary of Nuveen, LLC, the investment management arm of Teachers Insurance and Annuity Association of America (“TIAA”). Accordingly, the Board has also reviewed a balance sheet for TIAA reflecting its assets, liabilities and capital and contingency reserves for the 2020 and 2019 calendar years to consider the financial strength of TIAA. The Board has recognized the benefit of an investment adviser and its parent with significant resources, particularly during periods of market volatility as experienced with the COVID-19 pandemic.
In addition to Nuveen, the Independent Board Members have considered the profitability of the Sub-Adviser from its relationships with the Nuveen funds. In this regard, the Independent Board Members have reviewed the Sub-Adviser’s revenues, expenses and net operating income for its advisory services to the Nuveen ETFs and Nuveen closed-end funds for 2020 and 2019.
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 has noted that Nuveen’s and the Sub-Adviser’s level of profitability was acceptable and not unreasonable in light of the services to be provided.
D. Economies of Scale and Whether Fee Levels Reflect These Economies of Scale
With respect to economies of scale, the Independent Board Members have recognized that, in general, as the assets of a particular Nuveen fund or the Nuveen complex in the aggregate increase over time, economies of scale may be realized with respect to the management of the Nuveen funds. In this regard, the Independent Board Members considered whether economies of scale were expected to be achieved as the Fund grows and whether any such economies of scale were expected to be shared with shareholders. The Board has recognized that although economies of scale are difficult to measure and certain expenses may not decline with a rise in assets, there are several methods to help share the benefits of economies of scale, including breakpoints in the management fee schedule, fee waivers and/or expense limitations, the pricing of Nuveen funds at scale at inception and investments in Nuveen’s business which can enhance the services provided to the Nuveen funds for the fees paid. The Board noted that with respect to Nuveen funds generally, although the management fee of the Adviser is typically comprised of a fund-level component and a complex-level component each with its own breakpoint schedule, the Nuveen ETFs, including the Fund, do not have breakpoint schedules and do not participate in the complex-level fee program. The Fund also does not have an expense limitation agreement with the Adviser given the Adviser generally pays the operating expenses of the Fund (subject to certain exceptions) under the unitary fee structure and therefore incurs the risk of increases in such Fund operating expenses. The Board, however, also recognized that the Adviser would benefit from any reduction in fixed costs covered by the unitary fee but that the unitary fee schedule also provides shareholders with a level of certainty of the expenses of the Fund.
Based on their review, the Independent Board Members concluded that the Fund’s proposed unitary fee structure (which would not include breakpoints or participation in the complex-level fee program) was acceptable.
E. Indirect Benefits
At the Meeting and/or other meetings, the Independent Board Members have received and considered information regarding other benefits that a Fund Adviser or its affiliates may receive as a result of their relationship with the Nuveen funds. In addition, the Independent Board Members have also noted that various sub-advisers may engage in soft dollar transactions pursuant to which they may receive the benefit of research products and other services provided by broker-dealers executing portfolio transactions on behalf of the applicable Nuveen funds. However, the Board has noted that the Sub-Adviser does not participate in soft dollar arrangements with respect to Nuveen fund portfolio transactions.
Based on its review, the Board concluded that any indirect benefits expected to be received by a Fund Adviser as a result of its relationship with the Fund were reasonable and within acceptable parameters.
F. Approval
The Independent Board Members did not identify any single factor discussed previously as all-important or controlling. The Board Members, including a majority of the Independent Board Members, concluded that the terms of the Investment Management Agreement and Sub-Advisory Agreement were fair and reasonable, that the respective Fund Adviser’s fees were reasonable in light of the services to be provided to the Fund and that the Investment Management Agreement and Sub-Advisory Agreement should be and were approved on behalf of the Fund.
G. Subsequent Board Actions
At a meeting held on September 20, 2021, given continued growth in Nuveen ESG ETFs and certain comparative fee data with other ESG ETFs in the industry, among other things, the Board approved a ten basis point (0.10%) reduction in the unitary management fee for the Fund, to be effective upon the Fund’s launch.
128


Table of Contents
Liquidity Risk Management Program    
(Unaudited)
Discussion of the operation and effectiveness of the Funds’ liquidity risk management program
In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”), each Fund covered in this Report has adopted and implemented a liquidity risk management program (the “Program”), which is designed to manage each Fund’s liquidity risk. The Program consists of various protocols for assessing and managing each Fund’s liquidity risk. The Funds’ Board of Directors (the “Board”) previously designated Nuveen Fund Advisors, LLC, the Funds’ investment adviser (the “Adviser”), as the administrator of the Program. The Adviser’s Liquidity Monitoring and Analysis Team (“LMAT”) carries out day-to-day Program management with oversight by the Adviser’s Liquidity Oversight Sub-Committee (“LOSC”). LMAT and LOSC are composed of personnel from the Adviser and Teachers Advisors, LLC, an affiliate of the Adviser.
At a May 26, 2021 meeting of the Board, the Adviser provided the Board with a written report addressing the Program’s operation, adequacy and effectiveness of implementation for the calendar year 2020 (the “Review Period”), as required under the Liquidity Rule. The report noted that the Program has been and continues to be adequately and effectively implemented to monitor and (as applicable) respond to each Fund’s liquidity developments.
In accordance with the Program, LMAT assesses each Fund’s liquidity risk no less frequently than annually based on various factors, such as (i) the Fund’s investment strategy and the liquidity of its portfolio investments, (ii) cash flow projections, and (iii) holdings of cash and cash equivalents, borrowing arrangements, and other funding sources. Certain factors are considered under both normal and reasonably foreseeable stressed conditions.
Each of the Funds’ portfolio investments are classified into one of four liquidity categories (including the most liquid, “Highly Liquid,” and the least liquid, “Illiquid,” as discussed below). The classification is based on a determination of how long it is reasonably expected to take to convert the investment into cash, or sell or dispose of the investment, in current market conditions without significantly changing the market value of the investment. Liquidity classification determinations take into account various market, trading, and investment-specific considerations, as well as market depth, using third-party vendor data.
A fund that does not primarily hold Highly Liquid investments must, among other things, determine a minimum percentage of the fund’s net assets that must be invested in Highly Liquid investments (a “Highly Liquid Investment Minimum”). During the Review Period, each Fund primarily held Highly Liquid investments and therefore was exempt from the requirement to adopt a Highly Liquid Investment Minimum and to comply with the related requirements under the Liquidity Rule.
The Liquidity Rule also limits a fund’s investments in Illiquid investments. Specifically, the Liquidity Rule prohibits a fund from acquiring Illiquid investments if doing so would result in the fund holding more than 15% of its net assets in Illiquid investments, and requires certain reporting to the fund’s board and the Securities and Exchange Commission any time a fund’s holdings of Illiquid investments exceeds 15% of net assets. During the Review Period, the Funds did not exceed the 15% limit on Illiquid investments.
129


Table of Contents
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. 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
Chair and
Trustee
2008 Formerly, a Co-Founding Partner, Promus Capital (investment advisory firm) (2008-2017); Director, Quality Control Corporation (manufacturing) (since 2012); member: Catalyst Schools of Chicago Board (since 2008) and Mather Foundation Board (philanthropy) (since 2012), and chair of its investment committee; formerly, Director, Fulcrum IT Services LLC (information technology services firm to government entities) (2010-2019); formerly, Director, LogicMark LLC (health services) (2012-2016); formerly, Director, Legal & General Investment Management America, Inc. (asset management) (2008-2013); formerly, CEO and President, Northern Trust Global Investments (financial services) (2004-2007); Executive Vice President, Quantitative Management & Securities Lending (2000-2004); prior thereto, various positions with Northern Trust Company (financial services) (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). 142
Jack B. Evans
1948
333 W. Wacker Drive
Chicago, IL 60606
Trustee 1999 Chairman (since 2019), formerly, President (1996-2019), The Hall-Perrine Foundation, (private philanthropic corporation); Life Trustee of Coe College; formerly, Member and President Pro-Tem of the Board of Regents for the State of Iowa University System (2007- 2013); Director and Chairman (2009-2021), United Fire Group, a publicly held company; Director, Public Member, American Board of Orthopaedic Surgery (2015-2020); Director (2000-2004), Alliant Energy; Director (1996-2015), The Gazette Company (media and publishing); Director (1997- 2003), Federal Reserve Bank of Chicago; President and Chief Operating Officer (1972-1995), SCI Financial Group, Inc., (regional financial services firm). 142
130


Table of Contents
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; formerly, 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. 142
Amy B. R. Lancellotta
1959
333 W. Wacker Drive
Chicago, IL 60606
Trustee 2021 Formerly, Managing Director, Independent Directors Council (IDC) (supports the fund independent director community and is part of the Investment Company Institute (ICI), which represents regulated investment companies) (2006-2019); formerly, various positions with ICI (1989-2006); Member of the Board of Directors, Jewish Coalition Against Domestic Abuse (JCADA) (since 2020). 142
Joanne T. Medero
1954
333 W. Wacker Drive
Chicago, IL 60606
Trustee 2021 Formerly, Managing Director, Government Relations and Public Policy (2009-2020) and Senior Advisor to the Vice Chairman (2018-2020), BlackRock, Inc. (global investment management firm); formerly, Managing Director, Global Head of Government Relations and Public Policy, Barclays Group (IBIM) (investment banking, investment management and wealth management businesses)(2006-2009); formerly, Managing Director, Global General Counsel and Corporate Secretary, Barclays Global Investors (global investment management firm) (1996-2006); formerly, Partner, Orrick, Herrington & Sutcliffe LLP (law firm) (1993-1995); formerly, General Counsel, Commodity Futures Trading Commission (government agency overseeing U.S. derivatives markets) (1989-1993); formerly, Deputy Associate Director/Associate Director for Legal and Financial Affairs, Office of Presidential Personnel, The White House (1986-1989); Member of the Board of Directors, Baltic-American Freedom Foundation (seeks to provide opportunities for citizens of the Baltic states to gain education and professional development through exchanges in the U.S.) (since 2019). 142
Albin F. Moschner
1952
333 W. Wacker Drive
Chicago, IL 60606
Trustee 2016 Founder and Chief Executive Officer, Northcroft Partners, LLC, (management consulting) (since 2012); formerly, Chairman (2019), and Director (2012-2019), USA Technologies, Inc., (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. (consumer wireless services), 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 (telecommunication services) (1999-2000); formerly, Vice Chairman of the Board, Diba, Incorporated (internet technology provider) (1996-1997); formerly, various executive positions (1991-1996) including Chief Executive Officer (1995-1996) of Zenith Electronics Corporation (consumer electronics). 142
131


Table of Contents
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
John K. Nelson
1962
333 W. Wacker Drive
Chicago, IL 60606
Trustee 2013 Member of Board of Directors of Core12 LLC. (private firm which develops branding, marketing and communications strategies for clients) (since 2008); 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. 142
Judith M. Stockdale
1947
333 W. Wacker Drive
Chicago, IL 60606
Trustee 1997 Board Member, Land Trust Alliance (national public charity addressing natural land and water conservation in the U.S.) (since 2013); formerly, Board Member, U.S. Endowment for Forestry and Communities (national endowment addressing forest health, sustainable forest production and markets, and economic health of forest-reliant communities in the U.S.) (2013-2019); formerly, Executive Director (1994-2012), Gaylord and Dorothy Donnelley Foundation (private foundation endowed to support both natural land conservation and artistic vitality); prior thereto, Executive Director, Great Lakes Protection Fund (endowment created jointly by seven of the eight Great Lakes states' Governors to take a regional approach to improving the health of the Great Lakes) (1990-1994). 142
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); formerly, Director, Cboe Global Markets, Inc., (2010-2020) (formerly named CBOE Holdings, Inc.); formerly, Commissioner, New York State Commission on Public Authority Reform (2005-2010). 142
Matthew Thornton III
1958
333 W. Wacker Drive
Chicago, IL 60606
Trustee 2020 Formerly, Executive Vice President and Chief Operating Officer (2018-2019), FedEx Freight Corporation, a subsidiary of FedEx Corporation ("FedEx") (provider of transportation, e-commerce and business services through its portfolio of companies); formerly, Senior Vice President, U.S. Operations (2006-2018), Federal Express Corporation, a subsidiary of FedEx; formerly Member of the Board of Directors (2012-2018), Safe Kids Worldwide® (a non-profit organization dedicated to preventing childhood injuries). Member of the Board of Directors (since 2014), The Sherwin-Williams Company (develops, manufactures, distributes and sells paints, coatings and related products); Director (since 2020), Crown Castle International (provider of communications infrastructure). 142
132


Table of Contents
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
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 (legal services, 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. 142
Robert L. Young
1963
333 W. Wacker Drive
Chicago, IL 60606
Trustee 2017 Formerly, Chief Operating Officer and Director, J.P. Morgan Investment Management Inc. (financial services) (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. (financial services) (formerly, One Group Dealer Services, Inc.) (1999-2017). 142
    
Name,
Year of Birth
& Address
Position(s)
Held with
the Funds
Year First
Elected or
Appointed(2)
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, LLC (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, LLC (since 2018).  
Diana R. Gonzalez
1978
333 W. Wacker Drive
Chicago, IL 60606
Vice President
and
Secretary
2017 Vice President and Assistant Secretary of Nuveen Fund Advisors, LLC (since 2017); Vice President and Associate General Counsel of Nuveen (since 2017); formerly, Associate General Counsel of Jackson National Asset Management, LLC (2012-2017).  
Nathaniel T. Jones
1979
333 W. Wacker Drive
Chicago, IL 60606
Vice President
and Treasurer
2016 Senior Managing Director (since 2021), formerly, Managing Director (2017-2021), Senior Vice President (2016-2017), Vice President (2011- 2016) of Nuveen; Managing Director (since 2015) of Nuveen Fund Advisors, LLC; Chartered Financial Analyst.  
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.  
Brian J. Lockhart
1974
333 W. Wacker Drive
Chicago, IL 60606
Vice President 2019 Managing Director (since 2019) of Nuveen Fund Advisors, LLC; Senior Managing Director (since 2021), formerly, Managing Director (2017-2021), 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.  
133


Table of Contents
Name,
Year of Birth
& Address
Position(s)
Held with
the Funds
Year First
Elected or
Appointed(2)
Principal Occupation(s)
During Past 5 Years
 
Jacques M. Longerstaey
1963
8500 Andrew Carnegie Blvd.
Charlotte, NC 28262
Vice President 2019 Senior Managing Director, Chief Risk Officer, Nuveen (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) (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) and Secretary (since 2016) of Nuveen Fund Advisors, LLC, formerly, Co-General Counsel (2011-2020), Executive Vice President (2016-2017), Managing Director (2008-2016) and Assistant Secretary (2007-2016); Senior Managing Director (since 2017), Secretary (since 2016) of Nuveen Asset Management, LLC, formerly, Associate General Counsel (2011-2020), Executive Vice President (2016-2017) and Managing Director and Assistant Secretary (2011-2016); Vice President (since 2007) and Secretary (since 2016), formerly, Assistant Secretary, of NWQ Investment Management Company, 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
and Assistant Secretary
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.  
Deann D. Morgan
1969
730 Third Avenue
New York, NY 10017
Vice President 2020 President, Nuveen Fund Advisors, LLC (since 2020); Executive Vice President, Global Head of Product at Nuveen (since 2019); Co-Chief Executive Officer of Nuveen Securities, LLC (since 2020); Managing Member of MDR Collaboratory LLC (since 2018); formerly. Managing Director, Head of Wealth Management Product Structuring & COO Multi Asset Investing. The Blackstone Group (2013-2017).  
Christopher M. Rohrbacher
1971
333 W. Wacker Drive
Chicago, IL 60606
Vice President
and Assistant
Secretary
2008 Managing Director and Assistant Secretary (since 2017) of Nuveen Securities, LLC; Managing Director (since 2017), General Counsel (since 2020), and Assistant Secretary (since 2016), formerly, Senior Vice President (2016-2017), of Nuveen Fund Advisors, LLC; Managing Director, Associate General Counsel and Assistant Secretary of Nuveen Asset Management, LLC (since 2020); Managing Director (since 2017) and Associate General Counsel (since 2016), formerly, Senior Vice President (2012-2017) and 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
8500 Andrew Carnegie Blvd.
Charlotte, NC 28262
Vice President
and Controller
2019 Senior Managing Director, Head of Public Investment Finance at Nuveen (since 2019), formerly, Managing Director; Senior Managing Director (since 2019) of Nuveen Fund Advisors, LLC; Principal Financial Officer, Principal Accounting Officer and Treasurer (since 2017) of the TIAA-CREF Funds, the TIAA-CREF Life Funds, the TIAA Separate Account VA-1 and Principal Financial Officer, Principal Accounting Officer (since 2020) and Treasurer (since 2017) of the CREF Accounts; formerly, Senior Director, TIAA-CREF Fund Administration (2014-2015); has held various positions with TIAA since 2006.  
134


Table of Contents
Trustees and Officers (Unaudited) (continued)
Name,
Year of Birth
& Address
Position(s)
Held with
the Funds
Year First
Elected or
Appointed(2)
Principal Occupation(s)
During Past 5 Years
 
Mark L. Winget
1968
333 W. Wacker Drive
Chicago, IL 60606
Vice President
and Assistant Secretary
2008 Vice President and Assistant Secretary of Nuveen Securities, LLC (since 2008), and Nuveen Fund Advisors, LLC (since 2019); Vice President, Associate General Counsel and Assistant Secretary of Nuveen Asset Management, LLC (since 2020); Vice President (since 2010) and Associate General Counsel (since 2019), formerly, Assistant General Counsel (2008-2016) of Nuveen.  
Gifford R. Zimmerman
1956
333 W. Wacker Drive
Chicago, IL 60606
Vice President
and Chief
Compliance Officer
1988 Formerly, Managing Director (2002-2020) and Assistant Secretary (2002-2020) of Nuveen Securities, LLC; formerly, Managing Director (2002-2020), Assistant Secretary (1997-2020) and Co-General Counsel (2011-2020) of Nuveen Fund Advisors, LLC; formerly, Managing Director (2004-2020) and Assistant Secretary (1994-2020) of Nuveen Investments, Inc.; formerly, Managing Director, Assistant Secretary and Associate General Counsel of Nuveen Asset Management, LLC (2011-2020); formerly, Vice President and Assistant Secretary of NWQ Investment Management Company, LLC (2002-2020), Santa Barbara Asset Management, LLC (2006-2020) and Winslow Capital Management, LLC (2010-2020); 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)         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.
135


Table of Contents
Notes    
136


Table of Contents
Notes    
137


Table of Contents
Notes    
138


Table of Contents
Notes    
    
139


Table of Contents
Nuveen:
Serving Investors for Generations
Since 1898, financial professionals 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 professional, 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-NSESG-1021D1936995-INV-Y-12/22


LOGO

 

Exchange-Traded

Funds

 

31 October

2021

 

Nuveen Exchange-Traded Funds

 

Fund Name    Listing Exchange   Ticker Symbol
Nuveen Dividend Growth ETF    NYSE Arca   NDVG
Nuveen Growth Opportunities ETF    NYSE Arca   NUGO
Nuveen Small Cap Select ETF    NYSE Arca   NSCS
Nuveen Winslow Large-Cap Growth ESG ETF    NYSE Arca   NWLG

 

As permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Funds’ annual and semi-annual shareholder reports will not be sent to you by mail unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Funds’ 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.

You may elect to receive shareholder reports and other communications from the Funds electronically at any time by contacting the financial intermediary (such as a broker-dealer or bank) through which you hold your Fund 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.

 

Annual Report


Life is Complex.

 

Nuveen makes things e-simple.

It only takes a minute to sign up for e-Reports. Once enrolled, you’ll receive an e-mail as soon as your Nuveen Fund information is ready. No more waiting for delivery by regular mail. Just click on the link within the e-mail to see the report and save it on your computer if you wish.

 

Free e-Reports right to your e-mail!

www.investordelivery.com

If you receive your Nuveen Fund distributions and statements from your financial professional or brokerage account.

or

www.nuveen.com/client-access

If you receive your Nuveen Fund distributions and statements directly from Nuveen.

Must be preceded or accompanied by a prospectus.

NOT FDIC INSURED  MAY LOSE VALUE  NO BANK GUARANTEE

 

LOGO


Table

of Contents

 

Chair’s Letter to Shareholders

     4  

Portfolio Managers’ Comments

     5  

Risk Considerations

     9  

Fund Performance and Expense Ratios

     10  

Holding Summaries

     15  

Expense Examples

     19  

Report of Independent Registered Public Accounting Firm

     21  

Portfolios of Investments

     22  

Statement of Assets and Liabilities

     36  

Statement of Operations

     37  

Statement of Changes in Net Assets

     38  

Financial Highlights

     40  

Notes to Financial Statements

     42  

Additional Fund Information

     48  

Glossary of Terms Used in this Report

     50  

Annual Investment Management Agreement Approval Process

     51  

Liquidity Risk Management Program

     63  

Trustees and Officers

     64  

 

3


Chair’s Letter to Shareholders

 

LOGO

Dear Shareholders,

In 2021, we have seen a nearly full recovery in the economy and began to approach more normalcy in our daily lives, enabled by unprecedented help from governments and central banks and the development of effective COVID-19 vaccines and therapies. However, the newly discovered omicron variant is a reminder that pandemic risks are still with us, which has created uncertainty about the economic outlook in the coming year and contributed to recent short-term volatility in the markets.

As some factors that drove 2021’s rebound fade and the pandemic continues to pose some downside risk, global economic growth is expected to be slower but remain expansionary. In the U.S., the Federal Reserve has begun winding down its pandemic bond buying program and could begin raising short-term interest rates in 2022. The crisis-related fiscal stimulus totaling $5.3 trillion to support individuals and families, small and large businesses, state and local governments, education, public health and vaccinations will also phase out. Government spending will be lower from here but should continue to aid the global recovery in the coming year. In the U.S., the $1.2 trillion Infrastructure Investment and Jobs Act recently went into effect on November 15, 2021, funding upgrades to road, rail and air transportation, broadband internet, and power and water systems. Europe, Japan and China are also expected to roll out additional fiscal support in 2022.

Investors will continue to closely monitor inflation. The spread of the COVID-19 delta variant in 2021 exacerbated shortages of raw materials and labor and disrupted transportation and logistics, which contributed to inflation staying elevated for longer than expected. This prompted some central banks to begin withdrawing monetary stimulus measures and others to raise interest rates. The timing of monetary policy normalization will be a key focus in the markets, as will the progression of the virus, which can be difficult to predict given uneven vaccination rates around the world and the potential for new variants.

We anticipate periodic volatility as markets digest incoming data on economic activity levels, inflation, interest rates and COVID-19, as well as their impacts to consumer behavior and corporate profits. Short-term market fluctuations can provide your Fund opportunities to invest in new ideas as well as upgrade existing positioning while providing long-term value for shareholders. For more than 120 years, the careful consideration of risk and reward has guided Nuveen’s focus on delivering long-term results to our shareholders.

As the global economy shifts from the fast recovery phase to a new phase of expansion potentially impacted by inflations and new COVID strains, it may be an opportune time to assess your portfolio. We encourage you to review your time horizon, risk tolerance and investment goals with your financial professional.

On behalf of the other members of the Nuveen Fund Board, I look forward to continuing to earn your trust in the months and years ahead.

Sincerely,

 

LOGO

Terence J. Toth

Chair of the Board

December 22, 2021

 

 

4


Portfolio Managers’ Comments

 

Nuveen Dividend Growth ETF (NDVG)

Nuveen Growth Opportunities ETF (NUGO)

Nuveen Small Cap Select ETF (NSCS)

Nuveen Winslow Large-Cap Growth ESG ETF (NWLG)

The Nuveen Dividend Growth ETF features portfolio management by Santa Barbara Asset Management (SBAM), an affiliate of Nuveen Fund Advisors, LLC, the Fund’s investment adviser. Portfolio managers for the Nuveen Dividend Growth ETF include David S. Park, CFA, and David A. Chalupnik, CFA.

The Nuveen Growth Opportunities ETF and the Nuveen Small Cap Select ETF feature portfolio management by Nuveen Asset Management, LLC (NAM), an affiliate of Nuveen Fund Advisors, LLC, the Funds’ investment adviser. Portfolio managers for the Nuveen Growth Opportunities ETF include Karen B. Hiatt, CFA, and Terrence Kontos, CFA. Gregory Ryan, CFA and Jon A. Loth, CFA, are the portfolio managers for the Nuveen Small Cap Select ETF.

The Nuveen Winslow Large-Cap Growth ESG ETF features portfolio management by Winslow Capital Management, LLC (“Winslow Capital”), an affiliate of Nuveen Fund Advisors, LLC, the Fund’s investment adviser. Justin Kelly, CFA, Patrick Burton, CFA, and Stephan Petersen are the portfolio managers for the Nuveen Winslow Large-Cap Growth ESG ETF.

Upcoming Sub-Adviser Change

On August 3, 2021, the Fund’s Board of Trustees approved an amended and restated subadvisory agreement for the Nuveen Dividend Growth ETF, effective on December 31, 2021, between Nuveen Fund Advisors, LLC (“NFAL”), the Fund’s investment adviser, and Nuveen Asset Management, LLC (“NAM”), pursuant to which NAM will assume portfolio management responsibilities for the Fund under substantially identical terms as those in the Fund’s existing sub-advisory agreement between NFAL and SBAM. NAM and SBAM are both affiliates of NFAL and are subsidiaries of Nuveen, LLC.

The Fund’s portfolio management team and investment strategy will not be affected by these changes. Here the portfolio management teams discuss key investment strategies and the performance of the Funds for their abbreviated reporting periods ended October 31, 2021. For more information on each Fund’s investment objectives and policies and characteristics on actively managed, semi-transparent ETFs, please refer to each Fund’s prospectus.

Nuveen Dividend Growth ETF (NDVG)

What key strategies were used to manage the Fund during the abbreviated reporting period from commencement of operation on August 4, 2021 to October 31, 2021?

NDVG seeks an attractive total return comprised of income from dividends and long-term capital appreciation focusing on high quality, mid- to large-cap companies with the potential for sustainable dividend growth. NDVG is an actively managed, semi-transparent

 

 

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 Funds disclaim 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.

 

5


Portfolio Managers’ Comments (continued)

 

ETF, which offers investors an additional vehicle to access the firm’s equity capabilities, while maintaining the potential benefits of the traditional ETF structure, including tax-efficiency and daily liquidity. Investment decisions are actively made by portfolio managers with the goal of outperforming the benchmark index.

How did the Fund perform during the abbreviated reporting period ended October 31, 2021?

For the abbreviated reporting period from the Fund’s commencement of operation on August 4, 2021 to October 31, 2021, the Fund performed in-line with the S&P 500® Index. For purposes of this Performance Commentary, references to relative performance are in comparison to the S&P 500® Index.

Security selection within the industrial and communication services sectors was the largest detractor relative to the benchmark over the abbreviated reporting period. In the industrial sector, the Fund saw weak results from Trane Technologies plc., a manufacturer of heating, ventilating and air conditioning (HVAC) systems and building management systems and controls. The company experienced incremental margin pressure as strained supply chains increased costs and inefficiencies, resulting in lower-than-expected earnings per share growth. Although headwinds remain, the Fund continued to own Trane Technologies given its expanding backlog, exposure to secular growth trends and expectations for better demand going into 2022. In the communication services sector, a position in Comcast Corporation detracted after the company’s management indicated that broadband subscriber growth would slow during the back half of the year from the elevated levels experienced during the pandemic. The Fund continues to own Comcast given that the company is adding broadband subscribers and experiencing growth in its media, wireless and theme park businesses, which should lead to strong dividend growth.

Several stocks contributed favorably to the Fund’s performance relative to the benchmark during the abbreviated reporting period. In the consumer discretionary sector, the Fund’s position in home improvement retailer Lowe’s Companies Inc. contributed to performance. The company reported quarterly revenue and earnings above consensus estimates driven by strong comparable sales growth as consumers continued to spend more time and money on their homes. Lowe’s also raised its full-year 2021 guidance, indicating confidence that the current strong housing and home improvement market will continue. The Fund continues to own Lowe’s because its shares are trading at an attractive valuation given the company’s sales, margin and cash flow opportunities. In the financials sector, a position in Charles Schwab Corporation contributed given the firm’s strong trading commissions, continued organic asset growth and recovering reinvestment rates. As a result of the company’s solid fundamentals, the Fund has maintained this position.

Nuveen Growth Opportunities ETF (NUGO)

What key strategies were used to manage the Fund during the abbreviated reporting period from commencement of operation on September 27, 2021 to October 31, 2021?

NUGO seeks long-term capital appreciation through a concentrated growth portfolio that primarily invests in high-quality U.S. companies with market capitalizations of at least $1 billion that exhibit potential for attractive earnings growth, strong relative valuation, attractive cash flows, and significant long-term returns. NUGO is an actively managed, semi-transparent ETF, which offers investors an additional vehicle to access the firm’s equity capabilities, while maintaining the potential benefits of the traditional ETF structure, including tax-efficiency and daily liquidity. Investment decisions are actively made by portfolio managers with the goal of outperforming the benchmark index.

How did the Fund perform during the abbreviated reporting period ended October 31, 2021?

For the abbreviated reporting period from the Fund’s commencement of operation on September 27, 2021 to October 31, 2021, the Fund underperformed the Russell 1000® Growth Index. For purposes of this Performance Commentary, references to relative performance are in comparison to the Russell 1000® Growth Index.

Over the abbreviated reporting period, security selection within the information technology sector was the largest detractor from relative performance. A position in credit card processor Mastercard Inc. negatively impacted relative results as shares sold off after its peer Visa reported fiscal fourth-quarter results in late October 2021 with a softer outlook for 2022. The Fund continued to own Mastercard because the company is well positioned to benefit from the continued shift to digital payments over the longer term.

 

6


 

Another information technology holding, online payment system provider PayPal Holdings Inc. lagged. In October 2021, news emerged that the company was in discussions to buy Pinterest, which was not well received by investors and caused the shares to fall. PayPal subsequently announced that it was no longer pursuing the Pinterest acquisition, however, the potential for an acquisition in the future remained a concern for investors. The Fund maintained this position because its portfolio management team expects PayPal’s valuation to stabilize and earnings growth to accelerate as the company monetizes Venmo, benefits from “Buy Now, Pay Later” penetration, and completes its separation from Ebay.

The underperformance was partially offset by a position in semiconductor company NVIDIA Corporation, which contributed favorably to the Fund’s performance relative to its benchmark. Facebook’s announcement to rebrand and focus on the metaverse benefited NVIDIA as it is the semiconductor company with the most dominant exposure to nearly all of the key growth trends in technology, including artificial intelligence (AI), virtual reality (VR), augmented reality (AR), data centers, gaming, automated driving, and now the metaverse. Therefore, the Fund has maintained this position. A position in DexCom Inc., the developer of continuous glucose monitoring technology for diabetes management, also benefited results. The company reported strong third-quarter 2021 results toward the end of October, exceeding consensus estimates and raising its full fiscal-year 2021 guidance. In addition, the company’s management reiterated the timeline for launching its next generation device, the DexCom G7 system, which will have significant improvements over the current version. The Fund continued to own the stock based on this positive catalyst.

Nuveen Small Cap Select ETF (NSCS)

What key strategies were used to manage the Fund during the abbreviated reporting period from commencement of operation on August 4, 2021 to October 31, 2021?

NSCS seeks to provide capital appreciation through buying companies trading at a discount to their intrinsic value only when a forthcoming catalyst is apparent. NSCS is an actively managed, semi-transparent ETF, which offers investors an additional vehicle to access the firm’s equity capabilities, while maintaining the potential benefits of the traditional ETF structure, including tax-efficiency and daily liquidity. Investment decisions are actively made by portfolio managers with the goal of outperforming the benchmark index.

How did the Fund perform during the abbreviated reporting period ended October 31, 2021?

For the abbreviated reporting period from the Fund’s commencement of operation on August 4, 2021 to October 31, 2021, the Fund performed in-line with the Russell 2000® Index. For purposes of this Performance Commentary, references to relative performance are in comparison to the Russell 2000® Index.

Several stocks contributed favorably to the Fund’s relative performance during the abbreviated reporting period. In the information technology sector, Asana Inc., a leading provider of work management platform software that enables enterprises to orchestrate work, was a strong performer. The company reported strong revenue growth of 72% during the reporting period, driven by significant seat growth and expansion across multiple verticals. The Fund continued to hold Asana. The energy sector contributed positively based largely on improving producer sentiment in a rising oil price environment, including favorable results from a position in Northern Oil & Gas Inc. The company provided a third-quarter earnings report that exceeded expectations on margins and cash flow, coupled with an increased production outlook on capital spending efficiency and newly acquired rights on Permian Basin acreage that was viewed favorably. The Fund maintained this position at the end of the reporting period.

The outperformance was offset primarily by unfavorable security selection in the consumer discretionary and communication services sectors over the abbreviated reporting period. The Fund experienced weak results from Bandwidth Inc., a leading voice-centric Communications Platform as a Service (CPaaS) provider with direct carrier relationships and limited competitive threats. Investors reacted negatively to the company’s management guiding down operating margins for the second half of the year due to the integration of the Voxbone acquisition. The Fund continued to own Bandwidth given the portfolio management team’s expectations for strong operating leverage after the Voxbone integration. In the consumer discretionary sector, 2U Inc., the developer of a software platform to help universities bring graduate programs online, detracted. Although the company reported very strong results during the reporting period, shares traded off following the company management’s decision to maintain full-year 2021 guidance. Given the increasing customer acquisition costs impacting the company’s outlook for growth into 2022, the Fund sold this position before the end of the reporting period.

 

7


Portfolio Managers’ Comments (continued)

 

Nuveen Winslow Large-Cap Growth ESG ETF (NWLG)

What key strategies were used to manage the Fund during the abbreviated reporting period from commencement of operation on August 4, 2021 to October 31, 2021?

NWLG seeks to provide long-term capital appreciation by investing in equity securities of U.S. companies with market capitalization in excess of $4 billion at the time of purchase, with above-average earnings growth potential that demonstrate sustainable Environmental, Social and Governance (ESG) characteristics. NWLG is an actively managed, semi-transparent ETF, which offers investors an additional vehicle to access the firm’s equity capabilities, while maintaining the potential benefits of the traditional ETF structure, including tax-efficiency and daily liquidity. Investment decisions are actively made by portfolio managers with the goal of outperforming the benchmark index.

How did the Fund perform during the abbreviated reporting period ended October 31, 2021?

For the abbreviated reporting period from the Fund’s commencement of operation on August 4, 2021 to October 31, 2021, the Fund performed in-line with the Russell 1000® Growth Index. For purposes of this Performance Commentary, references to relative performance are in comparison to the Russell 1000® Growth Index.

Security selection in the information technology, health care and communication services sectors contributed favorably to relative performance during the abbreviated reporting period. In the information technology sector, salesforce.com inc. and Atlassian were the top contributors. Salesforce.com inc. is the leading provider of enterprise cloud customer relationship management software solutions. With a new management team in place, investors’ confidence improved during the reporting period and the share price appreciated given expectations of margin acceleration. The portfolio management team continues to model growth within the company’s core and recently acquired businesses and because of digital transformation tailwinds, the market is expanding. The company has deployed several initiatives to address privacy controls and is a leader in talent development versus its peers. Atlassian, a leading designer, developer and licenser of products for software developers, offers a unique self-serve business model which has led to dominant market share and industry-leading margins. A broadening product line, coupled with a transitioning pricing structure, has led to significant pricing power and better than expected growth metrics. Importantly, the portfolio management team believes that Atlassian takes data privacy for itself and its customers seriously and the company continues to enhance its security practices. The Fund maintained these positions at the end of the reporting period.

Two holdings that detracted significantly from relative performance during the abbreviated reporting period were Align Technology, Inc. and Wix.com Ltd. In the health care sector, Align, the maker of clear dental aligners, underperformed driven by concerns surrounding slowing growth in the U.S. Despite the moderation, organic volume and revenue growth is expected to remain high and the company’s innovation, production efficiencies and expanding digital presence will be difficult for competitors to replicate. The Fund maintained the position. In the information technology sector, Wix.Com, a cloud-based website platform, was the largest detractor for the reporting period. Despite reiterating guidance in the third quarter 2021, the company reported slowing growth metrics. The position was sold during the reporting period as the portfolio management team lowered growth and valuation targets.

 

8


Risk Considerations

 

Nuveen Dividend Growth ETF (NDVG)

Investing involves risk; principal loss is possible. There is no guarantee the Fund’s investment objectives will be achieved. Dividendpaying stocks, such as those held by the Fund, are subject to market risk, concentration or sector risk, preferred security risk, and common stock risk. Smaller company stocks are subject to greater volatility. Foreign investments involve additional risks including currency fluctuations, political and economic instability, and lack of liquidity. These and other risk considerations are described in detail in the Fund’s prospectus.

Nuveen Growth Opportunities ETF (NUGO)

Investing involves risk; principal loss is possible. There is no guarantee the Fund’s investment objectives will be achieved. Large companies are more mature and may grow more slowly than the overall market. Growth stocks tend to be more volatile than other equities and can experience sharp price declines. Non-U.S. investments involve risks such as currency fluctuation, political and economic instability, lack of liquidity and differing legal and accounting standards. These and other risk considerations, such as active management, issuer, mid-cap, and style risks of growth investing, are described in detail in the Fund’s prospectus.

Nuveen Small Cap Select ETF (NSCS)

Investing involves risk; principal loss is possible. There is no guarantee the Fund’s investment objectives will be achieved. Investments in smaller companies are subject to greater volatility than those of larger companies. Non-U.S. investments involve risks such as currency fluctuation, political and economic instability, lack of liquidity and differing legal and accounting standards. These risks are magnified in emerging markets. These and other risk considerations, such as derivatives and growth stock risks, are described in the Fund’s prospectus.

Nuveen Winslow Large-Cap Growth ESG ETF (NWLG)

Investing involves risk; principal loss is possible. There is no guarantee the Fund’s investment objectives will be achieved. Because the Fund’s Environmental Social Governance (ESG) investment strategy may exclude securities of certain issuers for non-financial reasons, the Fund may forgo some market opportunities available to funds that don’t use an ESG investment strategy. Prices of equity securities may decline significantly over short or extended periods of time. Growth stocks tend to be more volatile than certain other types of stocks and their prices usually fluctuate more dramatically than the overall stock market. Non-U.S. investments involve risks such as currency fluctuation, political and economic instability, lack of liquidity and differing legal and accounting standards. These and other risk considerations, such as active management and growth stock risks, are described in detail in the Fund’s prospectus.

 

9


Fund Performance

and Expense Ratios

 

The Fund Performance and Expense Ratio for each 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 Ratios

The expense ratios shown are as of each Fund’s most recent prospectus. The expense ratios shown reflect total operating expenses (before fee waivers and/or expense reimbursements, if any). The expense ratios include management fees and other fees and expenses. Refer to the Financial Highlights later in this report for each Fund’s expense ratios as of the end of the reporting period.

 

10


 

Nuveen Dividend Growth ETF (NDVG)

 

Refer to the first page of this Fund Performance and Expense Ratios 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

 

                Total Returns as of
October 31, 2021
          
                Cumulative           
        Inception
Date
       Since
Inception
       Expense
Ratios
 

NDVG at NAV

       8/04/21          4.76%          0.64%  

NDVG at Market Price

       8/04/21          4.82%           

S&P 500® Index

                4.95%           

Growth of an Assumed $10,000 Investment as of October 31, 2021

 

LOGO

The graphs do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares.

 

11


Fund Performance and Expense Ratios (continued)

 

Nuveen Growth Opportunities ETF (NUGO)

 

Refer to the first page of this Fund Performance and Expense Ratios 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

 

                Total Returns as of
October 31, 2021
          
                Cumulative           
        Inception
Date
       Since
Inception
       Expense
Ratios
 

NUGO at NAV

       9/27/21          4.18%          0.55%  

NUGO at Market Price

       9/27/21          4.18%           

Russell 1000® Growth Index

                4.71%           

Growth of an Assumed $10,000 Investment as of October 31, 2021

 

LOGO

The graphs do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares.

 

12


 

Nuveen Small Cap Select ETF (NSCS)

 

Refer to the first page of this Fund Performance and Expense Ratios 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

 

                Total Returns as of
October 31, 2021
          
                Cumulative           
        Inception
Date
       Since
Inception
       Expense
Ratios
 

NSCS at NAV

       8/04/21          4.84%          0.85%  

NSCS at Market Price

       8/04/21          4.87%           

Russell 2000® Index

                4.84%           

Growth of an Assumed $10,000 Investment as of October 31, 2021

 

LOGO

The graphs do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares.

 

13


Fund Performance and Expense Ratios (continued)

 

Nuveen Winslow Large-Cap Growth ESG ETF (NWLG)

 

Refer to the first page of this Fund Performance and Expense Ratios 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

 

                Total Returns as of
October 31, 2021
          
                Cumulative           
        Inception
Date
       Since
Inception
       Expense
Ratios
 

NWLG at NAV

       8/04/21          5.56%          0.64%  

NWLG at Market Price

       8/04/21          5.50%           

Russell 1000® Growth Index

                5.70%           

Growth of an Assumed $10,000 Investment as of October 31, 2021

 

LOGO

The graphs do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares.

 

14


Holding

Summaries    as of October 31, 2021

 

This data relates to the securities held in each 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 Dividend Growth ETF (NDVG)

 

Fund Allocation

(% of net assets)

 

   

Common Stocks

       98.8%  

Other Assets Less Liabilities

       1.2%  

Net Assets

       100%  

Portfolio Composition

(% of net assets)

 

   

Software

       6.2%  

IT Services

       5.8%  

Semiconductors & Semiconductor Equipment

       5.6%  

Health Care Equipment & Supplies

       5.6%  

Technology Hardware, Storage & Peripherals

       5.3%  

Specialty Retail

       5.3%  

Health Care Providers & Services

       5.3%  

Communications Equipment

       5.2%  

Chemicals

       4.9%  

Insurance

       4.1%  

Capital Markets

       3.9%  

Oil, Gas & Consumable Fuels

       3.1%  

Banks

       2.9%  

Electric Utilities

       2.7%  

Road & Rail

       2.5%  

Consumer Finance

       2.5%  

Biotechnology

       2.4%  

Equity Real Estate Investment Trust

       2.4%  

Media

       2.3%  

Hotels, Restaurants & Leisure

       2.3%  

Other

       18.5%  

Other Assets Less Liabilities

       1.2%  

Net Assets

       100%  

Top Five Common Stock Holdings

(% of net assets)

 

   

Microsoft Corp

       6.2%  

Apple Inc

       5.3%  

Accenture PLC, Class A

       3.8%  

UnitedHealth Group Inc

       3.4%  

Lowe’s Cos Inc

       3.2%  
 

 

15


Holding Summaries as of October 31, 2021 (continued)

 

Nuveen Growth Opportunities ETF (NUGO)

 

Fund Allocation

(% of net assets)

 

   

Common Stocks

       99.7%  

Other Assets Less Liabilities

       0.3%  

Net Assets

       100%  

Portfolio Composition

(% of net assets)

 

   

Software

       20.9%  

Interactive Media & Services

       12.5%  

IT Services

       11.6%  

Semiconductors & Semiconductor Equipment

       7.7%  

Internet & Direct Marketing Retail

       5.4%  

Technology Hardware, Storage & Peripherals

       5.4%  

Health Care Equipment & Supplies

       4.7%  

Automobiles

       4.5%  

Specialty Retail

       3.4%  

Hotels, Restaurants & Leisure

       3.0%  

Pharmaceuticals

       2.9%  

Other

       17.7%  

Other Assets Less Liabilities

       0.3%  

Net Assets

       100.0%  

Top Five Common Stock Holdings

(% of net assets)

 

   

Microsoft Corp

       12.3%  

Alphabet Inc, Class A

       7.0%  

Amazon.com Inc

       5.4%  

Apple Inc

       5.4%  

Tesla Inc

       4.5%  
 

 

16


 

Nuveen Small Cap Select ETF (NSCS)

 

Fund Allocation

(% of net assets)

 

   

Common Stocks

       99.7%  

Other Assets Less Liabilities

       0.3%  

Net Assets

       100%  

Portfolio Composition

(% of net assets)

 

   

Banks

       9.7%  

Software

       7.0%  

Health Care Providers & Services

       6.9%  

Health Care Equipment & Supplies

       6.7%  

Equity Real Estate Investment Trust

       5.3%  

Machinery

       4.9%  

Oil, Gas & Consumable Fuels

       4.7%  

Semiconductors & Semiconductor Equipment

       4.4%  

Hotels, Restaurants & Leisure

       4.2%  

Biotechnology

       4.2%  

Capital Markets

       3.2%  

Trading Companies & Distributors

       2.9%  

Chemicals

       2.6%  

Textiles, Apparel & Luxury Goods

       2.3%  

Electronic Equipment, Instruments & Components

       2.2%  

Road & Rail

       2.2%  

Professional Services

       2.1%  

Household Durables

       2.0%  

IT Services

       1.7%  

Auto Components

       1.4%  

Other

       19.1%  

Other Assets Less Liabilities

       0.3%  

Net Assets

       100.0%  

Top Five Common Stock Holdings

(% of net assets)

 

   

Saia Inc

       2.1%  

Bonanza Creek Energy Inc

       1.7%  

PDC Energy Inc

       1.7%  

Tandem Diabetes Care Inc

       1.7%  

Piper Sandler Cos

       1.7%  
 

 

17


Holding Summaries as of October 31, 2021 (continued)

 

Nuveen Winslow Large-Cap Growth ESG ETF (NWLG)

 

Fund Allocation

(% of net assets)

 

   

Common Stocks

       99.3%  

Other Assets Less Liabilities

       0.7%  

Net Assets

       100%  

Portfolio Composition

(% of net assets)

 

   

Software

       26.4%  

Semiconductors & Semiconductor Equipment

       10.1%  

Interactive Media & Services

       7.5%  

Internet & Direct Marketing Retail

       7.1%  

IT Services

       6.9%  

Textiles, Apparel & Luxury Goods

       4.9%  

Health Care Equipment & Supplies

       4.5%  

Life Sciences Tools & Services

       4.1%  

Chemicals

       3.5%  

Technology Hardware, Storage & Peripherals

       3.0%  

Capital Markets

       2.8%  

Other

       18.5%  

Other Assets Less Liabilities

       0.7%  

Net Assets

       100.0%  

Top Five Common Stock Holdings

(% of net assets)

 

   

Microsoft Corp

       10.5%  

Amazon.com Inc

       7.1%  

Adobe Inc

       4.4%  

NVIDIA Corp

       4.2%  

Alphabet Inc, Class C

       4.1%  
 

 

18


 

Expense

Examples

 

As a shareholder of one or more of the Funds, 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 Funds and to compare these costs with the ongoing costs of investing in other funds. Since the expense example below reflects only the first 89 days for NDVG, NSCS, and NWLG and 35 days for NUGO of the Fund’s operations, it may not provide a meaningful understanding of each Fund’s ongoing expenses.

The Examples below are based on an investment of $1,000 invested at the beginning of the period and held through the period ended October 31, 2021.

The beginning of the period for NDVG, NSCS and NWLG is August 4, 2021 (commencement of operations) and for NUGO is September 27, 2021 (commencement of operations).

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 each 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 Dividend Growth ETF (NDVG)

 

Actual Performance

          

Beginning Account Value

     $ 1,000.00  

Ending Account Value

     $ 1,047.60  

Expenses Incurred During Period

     $ 1.60  

Hypothetical Performance

(5% annualized return before expenses)

          

Beginning Account Value

     $ 1,000.00  

Ending Account Value

     $ 1,010.63  

Expenses Incurred During the Period

     $ 1.57  

Expenses are equal to the Fund’s annualized net expense ratio of 0.64%, multiplied by 89/365 (to reflect the 89 days in the period since commencement of operations).

 

19


Expense Examples (continued)

 

Nuveen Growth Opportunities ETF (NUGO)

 

Actual Performance

          

Beginning Account Value

     $ 1,000.00  

Ending Account Value

     $ 1,041.80  

Expenses Incurred During Period

     $ 0.54  

Hypothetical Performance

(5% annualized return before expenses)

          

Beginning Account Value

     $ 1,000.00  

Ending Account Value

     $ 1,004.27  

Expenses Incurred During the Period

     $ 0.53  

Expenses are equal to the Fund’s annualized net expense ratio of 0.55%, multiplied by 35/365 (to reflect the 35 days in the period since commencement of operations).

Nuveen Small Cap Select ETF (NSCS)

 

Actual Performance

          

Beginning Account Value

     $ 1,000.00  

Ending Account Value

     $ 1,048.40  

Expenses Incurred During Period

     $ 2.12  

Hypothetical Performance

(5% annualized return before expenses)

          

Beginning Account Value

     $ 1,000.00  

Ending Account Value

     $ 1,010.12  

Expenses Incurred During the Period

     $ 2.08  

Expenses are equal to the Fund’s annualized net expense ratio of 0.85%, multiplied by 89/365 (to reflect the 89 days in the period since commencement of operations).

Nuveen Winslow Large-Cap Growth ESG ETF (NWLG)

 

Actual Performance

          

Beginning Account Value

     $ 1,000.00  

Ending Account Value

     $ 1,055.60  

Expenses Incurred During Period

     $ 1.60  

Hypothetical Performance

(5% annualized return before expenses)

          

Beginning Account Value

     $ 1,000.00  

Ending Account Value

     $ 1,010.63  

Expenses Incurred During the Period

     $ 1.57  

Expenses are equal to the Fund’s annualized net expense ratio of 0.64%, multiplied by 89/365 (to reflect the 89 days in the period since commencement of operations).

 

20


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 statements of assets and liabilities of Nuveen Dividend Growth ETF, Nuveen Growth Opportunities ETF, Nuveen Small Cap Select ETF, and Nuveen Winslow Large-Cap Growth ESG ETF (four of the funds comprising Nushares ETF Trust) (the Funds), including the portfolios of investments, as of October 31, 2021, the related statements of operations and changes in net assets for the period from September 27, 2021 (commencement of operations) to October 31, 2021 for Nuveen Growth Opportunities ETF, and the period from August 4, 2021 (commencement of operations) to October 31, 2021 for Nuveen Dividend Growth ETF, Nuveen Small Cap Select ETF, and Nuveen Winslow Large-Cap Growth ESG ETF and the related notes (collectively, the financial statements) and the financial highlights for the period from September 27, 2021 to October 31, 2021 for Nuveen Growth Opportunities ETF, and the period from August 4, 2021 to October 31, 2021 for Nuveen Dividend Growth ETF, Nuveen Small Cap Select ETF, and Nuveen Winslow Large-Cap Growth ESG ETF. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Funds as of October 31, 2021, the results of their operations and changes in net assets for the period from September 27, 2021 to October 31, 2021 for Nuveen Growth Opportunities ETF, and for the period from August 4, 2021 to October 31, 2021 for Nuveen Dividend Growth ETF, Nuveen Small Cap Select ETF, and Nuveen Winslow Large-Cap Growth ESG ETF, and the financial highlights for the period from September 27, 2021 to October 31, 2021 for Nuveen Growth Opportunities ETF, and for the period from August 4, 2021 to October 31, 2021 for Nuveen Dividend Growth ETF, Nuveen Small Cap Select ETF, and Nuveen Winslow Large-Cap Growth ESG ETF, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Funds’ 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 Funds 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 October 31, 2021, 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

December 28, 2021

 

21


Nuveen Dividend Growth ETF (NDVG)

Portfolio of Investments    October 31, 2021

 

Shares     Description (1)   Value  
 

LONG-TERM INVESTMENTS – 98.8%

 
 

COMMON STOCKS – 98.8%

 
      Aerospace & Defense – 1.9%      
  350    

Lockheed Martin Corp

  $ 116,312  
      Banks – 2.9%      
  1,009    

JPMorgan Chase & Co

    171,419  
      Beverages – 2.1%      
  798    

PepsiCo Inc

    128,957  
      Biotechnology – 2.4%      
  1,266    

AbbVie Inc

    145,172  
      Building Products – 2.2%      
  727    

Trane Technologies PLC

    131,536  
      Capital Markets – 3.9%      
  1,947    

Charles Schwab Corp/The

    159,712  
  350    

CME Group Inc

    77,193  
 

Total Capital Markets

    236,905  
      Chemicals – 4.9%      
  868    

International Flavors & Fragrances Inc

    127,987  
  514    

Linde PLC

    164,069  
 

Total Chemicals

    292,056  
      Communications Equipment – 5.2%      
  2,318    

Cisco Systems Inc

    129,738  
  727    

Motorola Solutions Inc

    180,725  
 

Total Communications Equipment

    310,463  
      Consumer Finance – 2.5%      
  868    

American Express Co

    150,841  
      Containers & Packaging – 1.3%      
  566    

Packaging Corp of America

    77,752  
      Diversified Telecommunication Services – 1.5%      
  3,496    

AT&T Inc

    88,309  
      Electric Utilities – 2.7%      
  1,878    

NextEra Energy Inc

    160,250  
      Equity Real Estate Investment Trust – 2.4%      
  2,545    

Duke Realty Corp

    143,131  
      Food Products – 1.7%      
  1,714    

Mondelez International Inc, Class A

    104,108  

 

22


 

 

Shares     Description (1)   Value  
      Health Care Equipment & Supplies – 5.6%      
  918    

Abbott Laboratories

  $ 118,321  
  1,694    

Baxter International Inc

    133,758  
  705    

Medtronic PLC

    84,502  
 

Total Health Care Equipment & Supplies

    336,581  
      Health Care Providers & Services – 5.3%      
  257    

Anthem Inc

    111,828  
  444    

UnitedHealth Group Inc

    204,449  
 

Total Health Care Providers & Services

    316,277  
      Hotels, Restaurants & Leisure – 2.3%      
  564    

McDonald’s Corp

    138,490  
      Industrial Conglomerates – 2.3%      
  620    

Honeywell International Inc

    135,544  
      Insurance – 4.1%      
  565    

Chubb Ltd

    110,390  
  822    

Marsh & McLennan Cos Inc

    137,109  
 

Total Insurance

    247,499  
      IT Services – 5.8%      
  635    

Accenture PLC, Class A

    227,832  
  1,102    

Fidelity National Information Services Inc

    122,035  
 

Total IT Services

    349,867  
      Media – 2.3%      
  2,745    

Comcast Corp, Class A

    141,175  
      Multi-Utilities – 1.6%      
  1,079    

WEC Energy Group Inc

    97,175  
      Oil, Gas & Consumable Fuels – 3.1%      
  915    

Chevron Corp

    104,758  
  1,055    

Phillips 66

    78,893  
 

Total Oil, Gas & Consumable Fuels

    183,651  
      Pharmaceuticals – 1.8%      
  1,196    

Merck & Co Inc

    105,308  
      Road & Rail – 2.5%      
  635    

Union Pacific Corp

    153,289  
      Semiconductors & Semiconductor Equipment – 5.6%      
  324    

Broadcom Inc

    172,261  
  891    

Texas Instruments Inc

    167,045  
 

Total Semiconductors & Semiconductor Equipment

    339,306  
      Software – 6.2%      
  1,126    

Microsoft Corp

    373,404  

 

23


Nuveen Dividend Growth ETF (NDVG) (continued)

Portfolio of Investments    October 31, 2021

 

Shares     Description (1)   Value  
      Specialty Retail – 5.3%      
  821    

Lowe’s Cos Inc

  $ 191,966  
  1,936    

TJX Cos Inc/The

    126,789  
 

Total Specialty Retail

    318,755  
      Technology Hardware, Storage & Peripherals – 5.3%      
  2,135    

Apple Inc

    319,823  
      Tobacco – 2.1%      
  1,313    

Philip Morris International Inc

    124,131  
 

Total Long-Term Investments (cost $5,710,327)

    5,937,486  
 

Other Assets Less Liabilities – 1.2%

    71,780  
 

Net Assets – 100%

  $ 6,009,266  

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.

 

See accompanying notes to financial statements.

 

24


Nuveen Growth Opportunities ETF (NUGO)

Portfolio of Investments    October 31, 2021

 

Shares     Description (1)   Value  
 

LONG-TERM INVESTMENTS – 99.7%

 
 

COMMON STOCKS – 99.7%

 
      Auto Components – 1.0%      
  92,784    

Aptiv PLC, (2)

  $ 16,041,426  
      Automobiles – 4.5%      
  68,755    

Tesla Inc, (2)

    76,593,070  
      Beverages – 0.5%      
  103,664    

Monster Beverage Corp, (2)

    8,811,440  
      Biotechnology – 1.7%      
  233,254    

Horizon Therapeutics Plc, (2)

    27,969,487  
      Building Products – 1.4%      
  456,650    

Carrier Global Corp

    23,850,830  
      Capital Markets – 2.5%      
  220,266    

Charles Schwab Corp/The

    18,068,420  
  239,703    

Morgan Stanley

    24,636,674  
 

Total Capital Markets

    42,705,094  
      Chemicals – 1.9%      
  103,664    

Sherwin-Williams Co/The

    32,821,059  
      Electrical Equipment – 1.2%      
  38,874    

Generac Holdings Inc, (2)

    19,381,021  
      Food & Staples Retailing – 1.8%      
  60,891    

Costco Wholesale Corp

    29,930,362  
      Health Care Equipment & Supplies – 4.7%      
  38,874    

Align Technology Inc, (2)

    24,271,759  
  19,437    

Cooper Cos Inc/The

    8,103,674  
  51,832    

Dexcom Inc, (2)

    32,302,221  
  38,874    

Intuitive Surgical Inc, (2)

    14,038,568  
 

Total Health Care Equipment & Supplies

    78,716,222  
      Health Care Technology – 0.6%      
  32,395    

Veeva Systems Inc, Class A, (2)

    10,269,539  
      Hotels, Restaurants & Leisure – 3.0%      
  181,392    

Caesars Entertainment Inc, (2)

    19,855,168  
  6,479    

Chipotle Mexican Grill Inc, (2)

    11,526,335  
  185,353    

Starbucks Corp

    19,660,393  
 

Total Hotels, Restaurants & Leisure

    51,041,896  
      Interactive Media & Services – 12.5%      
  40,089    

Alphabet Inc, Class A, (2)

    118,700,322  

 

25


Nuveen Growth Opportunities ETF (NUGO) (continued)

Portfolio of Investments    October 31, 2021

 

Shares     Description (1)   Value  
      Interactive Media & Services (continued)      
  183,250    

Facebook Inc, (2)

  $ 59,294,202  
  142,538    

Match Group Inc, (2)

    21,491,880  
  168,668    

ZoomInfo Technologies Inc, Class A, (2)

    11,337,863  
 

Total Interactive Media & Services

    210,824,267  
      Internet & Direct Marketing Retail – 5.4%      
  27,167    

Amazon.com Inc, (2)

    91,618,806  
      IT Services – 11.6%      
  35,868    

EPAM Systems Inc, (2)

    24,147,772  
  187,871    

Mastercard Inc, Class A

    63,034,478  
  174,913    

PayPal Holdings Inc, (2)

    40,683,015  
  6,479    

Shopify Inc., Class A, (2)

    9,502,944  
  116,033    

Square Inc, Class A, (2)

    29,530,398  
  49,382    

Twilio Inc, Class A, (2)

    14,387,940  
  64,790    

Visa Inc, Class A

    13,720,578  
 

Total IT Services

    195,007,125  
      Life Sciences Tools & Services – 1.1%      
  450,171    

Avantor Inc, (2)

    18,177,905  
      Machinery – 1.1%      
  53,877    

Deere & Co

    18,442,636  
      Personal Products – 1.1%      
  58,311    

Estee Lauder Cos Inc/The, Class A

    18,912,007  
      Pharmaceuticals – 2.9%      
  370,859    

AstraZeneca PLC, ADR

    23,134,184  
  122,553    

Zoetis Inc

    26,495,959  
 

Total Pharmaceuticals

    49,630,143  
      Semiconductors & Semiconductor Equipment – 7.7%      
  42,547    

Lam Research Corp

    23,978,213  
  37,407    

Monolithic Power Systems Inc

    19,655,882  
  292,319    

NVIDIA Corp

    74,737,199  
  58,305    

NXP Semiconductors NV

    11,711,142  
 

Total Semiconductors & Semiconductor Equipment

    130,082,436  
      Software – 20.9%      
  38,874    

Crowdstrike Holdings Inc, Class A, (2)

    10,954,693  
  51,832    

Intuit Inc

    32,446,314  
  625,897    

Microsoft Corp

    207,559,963  
  149,010    

salesforce.com Inc, (2)

    44,656,807  
  38,553    

ServiceNow Inc, (2)

    26,900,741  
  36,235    

Synopsys Inc, (2)

    12,072,777  
  58,311    

Zscaler Inc, (2)

    18,593,046  
 

Total Software

    353,184,341  

 

26


 

 

Shares     Description (1)   Value  
      Specialty Retail – 3.4%      
  84,227    

Burlington Stores Inc, (2)

  $ 23,271,078  
  142,538    

Lowe’s Cos Inc

    33,328,235  
 

Total Specialty Retail

    56,599,313  
      Technology Hardware, Storage & Peripherals – 5.4%      
  609,603    

Apple Inc

    91,318,529  
      Textiles, Apparel & Luxury Goods – 1.8%      
  181,392    

NIKE Inc, Class B

    30,345,068  
 

Total Long-Term Investments (cost $1,636,079,260)

    1,682,274,022  
 

Other Assets Less Liabilities – 0.3%

    5,149,417  
 

Net Assets – 100%

  $ 1,687,423,439  

 

For Fund portfolio compliance purposes, the Fund’s industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund management. This definition may not apply for purposes of this report, which may combine industry sub-classifications into sectors for reporting ease.

 

(1)

All percentages shown in the Portfolio of Investments are based on net assets.

 

(2)

Non-income producing; issuer has not declared an ex-dividend date within the past twelve months.

 

ADR

American Depositary Receipt

 

See accompanying notes to financial statements.

 

27


Nuveen Small Cap Select ETF (NSCS)

Portfolio of Investments    October 31, 2021

 

Shares     Description (1)   Value  
 

LONG-TERM INVESTMENTS – 99.7%

 
 

COMMON STOCKS – 99.7%

 
      Air Freight & Logistics – 1.3%      
  1,012    

Hub Group Inc, Class A, (2)

  $ 79,513  
      Auto Components – 1.4%      
  547    

Fox Factory Holding Corp, (2)

    88,040  
      Banks – 9.7%      
  1,221    

Ameris Bancorp

    63,968  
  1,540    

Banner Corp

    88,950  
  2,837    

Home BancShares Inc/AR

    67,407  
  1,769    

PacWest Bancorp

    83,975  
  793    

Pinnacle Financial Partners Inc

    76,580  
  937    

Preferred Bank/Los Angeles CA

    64,250  
  1,728    

Veritex Holdings Inc

    70,762  
  1,084    

Wintrust Financial Corp

    95,934  
 

Total Banks

    611,826  
      Beverages – 1.1%      
  1,100    

MGP Ingredients Inc

    70,631  
      Biotechnology – 4.2%      
  456    

Arena Pharmaceuticals Inc, (2)

    26,170  
  240    

Arrowhead Pharmaceuticals Inc, (2)

    15,317  
  264    

Blueprint Medicines Corp, (2)

    29,697  
  624    

Bridgebio Pharma Inc, (2)

    30,813  
  473    

Fate Therapeutics Inc, (2)

    25,447  
  735    

Halozyme Therapeutics Inc, (2)

    27,981  
  230    

Intellia Therapeutics Inc, (2)

    30,585  
  1,060    

Iovance Biotherapeutics Inc, (2)

    25,769  
  471    

Natera Inc, (2)

    53,963  
 

Total Biotechnology

    265,742  
      Building Products – 1.2%      
  2,117    

AZEK Co Inc/The, (2)

    77,673  
      Capital Markets – 3.2%      
  618    

Evercore Inc, Class A

    93,837  
  649    

Piper Sandler Cos

    106,884  
 

Total Capital Markets

    200,721  
      Chemicals – 2.6%      
  1,709    

Avient Corp

    92,081  

 

28


 

 

Shares     Description (1)   Value  
      Chemicals (continued)      
  1,036    

HB Fuller Co

  $ 73,048  
 

Total Chemicals

    165,129  
      Commercial Services & Supplies – 1.2%      
  1,878    

Herman Miller Inc

    73,092  
      Construction Materials – 1.2%      
  2,096    

Summit Materials Inc, Class A, (2)

    74,722  
      Consumer Finance – 1.1%      
  1,324    

Regional Management Corp

    67,630  
      Diversified Telecommunication Services – 0.7%      
  504    

Bandwidth Inc, Class A, (2)

    42,981  
      Electrical Equipment – 1.3%      
  552    

Regal Rexnord Corp

    84,086  
      Electronic Equipment, Instruments & Components – 2.2%      
  793    

Advanced Energy Industries Inc

    72,813  
  4,942    

TTM Technologies Inc, (2)

    65,432  
 

Total Electronic Equipment, Instruments & Components

    138,245  
      Equity Real Estate Investment Trust – 5.3%      
  4,209    

Brandywine Realty Trust

    55,769  
  389    

EastGroup Properties Inc

    76,936  
  2,405    

Industrial Logistics Properties Trust

    67,557  
  1,873    

STAG Industrial Inc

    81,532  
  5,245    

Summit Hotel Properties Inc, (2)

    52,450  
 

Total Equity Real Estate Investment Trust

    334,244  
      Gas Utilities – 1.1%      
  1,132    

Spire Inc

    71,044  
      Health Care Equipment & Supplies – 6.7%      
  889    

AtriCure Inc, (2)

    66,728  
  1,036    

Axonics Inc, (2)

    75,991  
  1,219    

BioLife Solutions Inc, (2)

    64,790  
  799    

Establishment Labs Holdings Inc, (2)

    65,150  
  1,204    

Tactile Systems Technology Inc, (2)

    41,526  
  793    

Tandem Diabetes Care Inc, (2)

    108,110  
 

Total Health Care Equipment & Supplies

    422,295  
      Health Care Providers & Services – 6.9%      
  1,328    

Acadia Healthcare Co Inc, (2)

    82,336  
  552    

AMN Healthcare Services Inc, (2)

    54,482  
  1,071    

HealthEquity Inc, (2)

    70,879  
  2,511    

Option Care Health Inc, (2)

    68,626  
  1,941    

Select Medical Holdings Corp

    64,480  

 

29


Nuveen Small Cap Select ETF (NSCS) (continued)

Portfolio of Investments    October 31, 2021

 

Shares     Description (1)   Value  
      Health Care Providers & Services (continued)      
  1,263    

Tenet Healthcare Corp, (2)

  $ 90,506  
 

Total Health Care Providers & Services

    431,309  
      Health Care Technology – 1.3%      
  175    

Consensus Cloud Solutions Inc, (2)

    11,083  
  408    

Omnicell Inc, (2)

    72,685  
 

Total Health Care Technology

    83,768  
      Hotels, Restaurants & Leisure – 4.2%      
  2,943    

Everi Holdings Inc, (2)

    70,632  
  4,230    

Noodles & Co, (2)

    51,394  
  624    

Papa John’s International Inc

    77,426  
  755    

Texas Roadhouse Inc

    67,052  
 

Total Hotels, Restaurants & Leisure

    266,504  
      Household Durables – 2.0%      
  697    

Meritage Homes Corp, (2)

    75,771  
  2,621    

Traeger Inc, (2)

    49,511  
 

Total Household Durables

    125,282  
      Interactive Media & Services – 1.0%      
  3,014    

Eventbrite Inc, Class A, (2)

    61,003  
      IT Services – 1.7%      
  928    

BigCommerce Holdings Inc, (2)

    42,883  
  4,474    

Verra Mobility Corp, (2)

    66,573  
 

Total IT Services

    109,456  
      Machinery – 4.9%      
  1,468    

Altra Industrial Motion Corp

    76,556  
  116    

Astec Industries Inc

    6,192  
  660    

ESCO Technologies Inc

    55,810  
  2,212    

Shyft Group Inc/The

    91,156  
  1,318    

SPX Corp, (2)

    76,563  
 

Total Machinery

    306,277  
      Media – 1.0%      
  2,271    

Magnite Inc, (2)

    61,385  
      Metals & Mining – 0.7%      
  900    

Alcoa Corp

    41,355  
      Mortgage Real Estate Investment Trust – 0.8%      
  4,305    

Ladder Capital Corp

    51,660  
      Multi-Utilities – 1.2%      
  1,132    

Black Hills Corp

    75,142  
      Oil, Gas & Consumable Fuels – 4.7%      
  1,934    

Bonanza Creek Energy Inc

    108,575  

 

30


 

 

Shares     Description (1)   Value  
      Oil, Gas & Consumable Fuels (continued)      
  3,461    

Northern Oil and Gas Inc

  $ 80,157  
  2,069    

PDC Energy Inc

    108,229  
 

Total Oil, Gas & Consumable Fuels

    296,961  
      Personal Products – 1.2%      
  2,357    

elf Beauty Inc, (2)

    76,155  
      Pharmaceuticals – 0.7%      
  869    

Pacira BioSciences Inc, (2)

    45,431  
      Professional Services – 2.1%      
  525    

ASGN Inc, (2)

    62,821  
  691    

ICF International Inc

    69,439  
 

Total Professional Services

    132,260  
      Road & Rail – 2.2%      
  432    

Saia Inc, (2)

    135,061  
      Semiconductors & Semiconductor Equipment – 4.4%      
  1,228    

Lattice Semiconductor Corp, (2)

    85,272  
  1,474    

MACOM Technology Solutions Holdings Inc, (2)

    102,915  
  480    

Silicon Laboratories Inc, (2)

    90,605  
 

Total Semiconductors & Semiconductor Equipment

    278,792  
      Software – 7.0%      
  457    

Asana Inc, Class A, (2)

    62,061  
  1,060    

CommVault Systems Inc, (2)

    65,190  
  407    

CyberArk Software Ltd, (2)

    73,305  
  1,060    

LivePerson Inc, (2)

    54,601  
  944    

Tenable Holdings Inc, (2)

    50,268  
  539    

Workiva Inc, (2)

    80,607  
  420    

Ziff Davis Inc, (2)

    53,873  
 

Total Software

    439,905  
      Specialty Retail – 1.0%      
  1,853    

Urban Outfitters Inc, (2)

    59,166  
      Textiles, Apparel & Luxury Goods – 2.3%      
  966    

Kontoor Brands Inc

    51,198  
  2,058    

Steven Madden Ltd

    92,816  
 

Total Textiles, Apparel & Luxury Goods

    144,014  
      Trading Companies & Distributors – 2.9%      
  961    

Applied Industrial Technologies Inc

    93,679  
  1,660    

Beacon Roofing Supply Inc, (2)

    87,764  
 

Total Trading Companies & Distributors

    181,443  
 

Total Long-Term Investments (cost $5,951,011)

    6,269,943  
 

Other Assets Less Liabilities – 0.3%

    20,157  
 

Net Assets – 100%

  $ 6,290,100  

 

31


Nuveen Small Cap Select ETF (NSCS) (continued)

Portfolio of Investments    October 31, 2021

 

For Fund portfolio compliance purposes, the Fund’s industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund management. This definition may not apply for purposes of this report, which may combine industry sub-classifications into sectors for reporting ease.

 

(1)

All percentages shown in the Portfolio of Investments are based on net assets.

 

(2)

Non-income producing; issuer has not declared an ex-dividend date within the past twelve months.

 

See accompanying notes to financial statements.

 

32


Nuveen Winslow Large-Cap Growth ESG ETF (NWLG)

Portfolio of Investments    October 31, 2021

 

Shares     Description (1)   Value  
 

LONG-TERM INVESTMENTS – 99.3%

 
 

COMMON STOCKS – 99.3%

 
      Auto Components – 1.4%      
  499    

Aptiv PLC, (2)

  $ 86,272  
      Capital Markets – 2.8%      
  189    

Moody’s Corp

    76,384  
  289    

Morgan Stanley

    29,704  
  97    

MSCI Inc

    64,493  
 

Total Capital Markets

    170,581  
      Chemicals – 3.5%      
  425    

Ecolab Inc

    94,443  
  378    

Linde PLC

    120,658  
 

Total Chemicals

    215,101  
      Containers & Packaging – 1.6%      
  1,038    

Ball Corp

    94,956  
      Diversified Consumer Services – 1.0%      
  360    

Bright Horizons Family Solutions Inc, (2)

    59,760  
      Electronic Equipment, Instruments & Components – 1.7%      
  719    

TE Connectivity Ltd

    104,974  
      Health Care Equipment & Supplies – 4.5%      
  169    

Align Technology Inc, (2)

    105,519  
  220    

Danaher Corp

    68,589  
  268    

Intuitive Surgical Inc, (2)

    96,783  
 

Total Health Care Equipment & Supplies

    270,891  
      Health Care Providers & Services – 1.7%      
  226    

UnitedHealth Group Inc

    104,066  
      Health Care Technology – 1.0%      
  200    

Veeva Systems Inc, Class A, (2)

    63,402  
      Hotels, Restaurants & Leisure – 2.6%      
  49    

Chipotle Mexican Grill Inc, (2)

    87,173  
  478    

Hilton Worldwide Holdings Inc, (2)

    68,808  
 

Total Hotels, Restaurants & Leisure

    155,981  
      Independent Power & Renewable Electricity Producers – 1.1%  
  1,860    

Fluence Energy Inc, (2)

    66,160  

 

33


Nuveen Winslow Large-Cap Growth ESG ETF (NWLG) (continued)

Portfolio of Investments    October 31, 2021

 

Shares     Description (1)   Value  
      Interactive Media & Services – 7.5%      
  70    

Alphabet Inc, Class A, (2)

  $ 207,264  
  83    

Alphabet Inc, Class C, (2)

    246,129  
 

Total Interactive Media & Services

    453,393  
      Internet & Direct Marketing Retail – 7.1%      
  127    

Amazon.com Inc, (2)

    428,299  
      IT Services – 6.9%      
  230    

Mastercard Inc, Class A

    77,170  
  572    

PayPal Holdings Inc, (2)

    133,041  
  246    

Square Inc, Class A, (2)

    62,607  
  705    

Visa Inc, Class A

    149,298  
 

Total IT Services

    422,116  
      Life Sciences Tools & Services – 4.1%      
  752    

Agilent Technologies Inc

    118,433  
  125    

Bio-Techne Corp

    65,456  
  253    

IQVIA Holdings Inc, (2)

    66,139  
 

Total Life Sciences Tools & Services

    250,028  
      Machinery – 1.0%      
  211    

Parker-Hannifin Corp

    62,581  
      Personal Products – 1.4%      
  259    

Estee Lauder Cos Inc/The, Class A

    84,002  
      Pharmaceuticals – 2.1%      
  580    

Zoetis Inc

    125,396  
      Real Estate Management & Development – 0.0%  
  158    

Compass Inc, Class A, (2)

    2,070  
      Semiconductors & Semiconductor Equipment – 10.1%  
  977    

Advanced Micro Devices Inc, (2)

    117,465  
  633    

Analog Devices Inc

    109,819  
  159    

ASML Holding NV

    129,248  
  996    

NVIDIA Corp

    254,647  
 

Total Semiconductors & Semiconductor Equipment

    611,179  
      Software – 26.4%      
  411    

Adobe Inc, (2)

    267,298  
  205    

Atlassian Corp PLC, Class A, (2)

    93,917  
  184    

Autodesk Inc, (2)

    58,440  
  263    

Intuit Inc

    164,635  
  1,918    

Microsoft Corp

    636,047  
  503    

salesforce.com Inc, (2)

    150,744  
  179    

ServiceNow Inc, (2)

    124,899  
  368    

Workday Inc, Class A, (2)

    106,713  
 

Total Software

    1,602,693  

 

34


 

 

Shares     Description (1)   Value  
      Specialty Retail – 1.9%      
  493    

Lowe’s Cos Inc

  $ 115,273  
      Technology Hardware, Storage & Peripherals – 3.0%  
  1,204    

Apple Inc

    180,359  
      Textiles, Apparel & Luxury Goods – 4.9%      
  219    

Lululemon Athletica Inc, (2)

    102,056  
  1,152    

NIKE Inc, Class B

    192,718  
 

Total Textiles, Apparel & Luxury Goods

    294,774  
 

Total Long-Term Investments (cost $5,685,888)

    6,024,307  
 

Other Assets Less Liabilities – 0.7%

    45,122  
 

Net Assets – 100%

  $ 6,069,429  

For Fund portfolio compliance purposes, the Fund’s industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund management. This definition may not apply for purposes of this report, which may combine industry sub-classifications into sectors for reporting ease.

 

(1)

All percentages shown in the Portfolio of Investments are based on net assets.

 

(2)

Non-income producing; issuer has not declared an ex-dividend date within the past twelve months.

 

See accompanying notes to financial statements.

 

35


Statement of Assets and Liabilities

October 31, 2021

 

      NDVG        NUGO        NSCS        NWLG  

Assets

                 

Long-term investments, at value (cost $5,710,327, $1,636,079,260, $5,951,011 and $5,685,888, respectively)

   $ 5,937,486        $ 1,682,274,022        $ 6,269,943        $ 6,024,307  

Cash

     66,790          7,814,098          60,724          108,187  

Receivable for:

                 

Dividends

     8,139          332,673          1,110          843  

Investments sold

              5,325,768                    

Reclaims

     160                             

Total assets

     6,012,575          1,695,746,561          6,331,777          6,133,337  

Liabilities

                 

Payable for investemnts purchased- regular settlement

              8,128,061          37,335          60,707  

Accrued expenses:

                 

Management fees

     3,249          195,027          4,280          3,140  

Professional fees

     17          6          18          18  

Trustees fees

     43          28          44          43  

Total liabilities

     3,309          8,323,122          41,677          63,908  

Net assets

   $ 6,009,266        $ 1,687,423,439        $ 6,290,100        $ 6,069,429  

Shares outstanding

     230,000          64,790,000          240,000          230,000  

Net asset value (“NAV”) per share

   $ 26.13        $ 26.04        $ 26.21        $ 26.39  

Net assets consist of:

                                         

Capital paid-in

   $ 5,773,749        $ 1,641,443,516        $ 6,021,184        $ 5,775,536  

Total distributable earnings

     235,517          45,979,923          268,916          293,893  

Net assets

   $ 6,009,266        $ 1,687,423,439        $ 6,290,100        $ 6,069,429  

Authorized shares

     Unlimited          Unlimited          Unlimited          Unlimited  

Par value per share

   $ 0.01        $ 0.01        $ 0.01        $ 0.01  

 

See accompanying notes to financial statements.

 

36


Statement of Operations

Year Ended October 31, 2021

 

      NDVG1        NUGO2        NSCS1        NWLG1  

Investment Income

   $ 29,212        $ 332,842        $ 14,464        $ 5,290  

Expenses

                 

Management fees

     8,596          195,248          11,362          8,501  

Professional fees

     18          6          17          18  

Trustees fees

     43          28          44          43  

Total expenses

     8,657          195,282          11,423          8,562  

Net investment income (loss)

     20,555          137,560          3,041          (3,272

Realized and Unrealized Gain (Loss)

                 

Net realized gain (loss) from:

                 

Investments

     1,541          (352,399        (53,057        (41,254

In-kind redemptions

     16,348                             

Change in net unrealized appreciation (depreciation) of investments

     227,159          46,194,762          318,932          338,419  

Net realized and unrealized gain (loss)

     245,048          45,842,363          265,875          297,165  

Net increase (decrease) in net assets from operations

   $ 265,603        $ 45,979,923        $ 268,916        $ 293,893  

 

1

For the period 8/04/21 (commencement of operations) through 10/31/21.

2

For the period 9/27/21 (commencement of operations) through 10/31/21.

 

See accompanying notes to financial statements.

 

37


Statement of Changes in Net Assets

 

     NDVG            NUGO            NSCS            NWLG  
      For the Period
8/04/21
(commencement of
operations) through
10/31/21
            For the Period
9/27/21
(commencement of
operations) through
10/31/21
            For the Period
8/04/21
(commencement of
operations) through
10/31/21
            For the Period
8/04/21
(commencement of
operations) through
10/31/21
 

Operations

                 

Net investment income (loss)

   $ 20,555        $ 137,560        $ 3,041        $ (3,272

Net realized gain (loss) from:

                 

Investments

     1,541          (352,399        (53,057        (41,254

In-kind redemptions

     16,348                             

Change in net unrealized appreciation (depreciation) of investments

     227,159                46,194,762                318,932                338,419  

Net increase (decrease) in net assets from operations

     265,603                45,979,923                268,916                293,893  

Distributions to Common Shareholders

                 

Dividends

     (13,731                                             

Decrease in net assets from distributions to shareholders

     (13,731                                             

Fund Share Transactions

                 

Proceeds from shares sold

     6,016,441          1,641,443,516          6,021,184          5,775,536  

Cost of shares redeemed

     (259,047                                             

Net increase (decrease) in net assets from Fund share transactions

     5,757,394                1,641,443,516                6,021,184                5,775,536  

Net increase (decrease) in net assets

     6,009,266          1,687,423,439          6,290,100          6,069,429  

Net assets at the beginning of period

                                                   

Net assets at the end of period

   $ 6,009,266              $ 1,687,423,439              $ 6,290,100              $ 6,069,429  

 

See accompanying notes to financial statements.

 

38


THIS PAGE INTENTIONALLY LEFT BLANK

 

39


Financial Highlights

 

Selected data for a share outstanding throughout the period:

 

          Investment Operations           Less Distributions                    
Year Ended October 31,   Beginning
NAV
    Net
Investment
Income
(Loss)(a)
       Net
Realized/
Unrealized
Gain (Loss)
       Total    

    

   

From

Net
Investment
Income

       From
Accumulated
Net Realized
Gains
       Total        Ending
NAV
       Ending
Market
Price
 

NDVG

                                     

2021(d)

  $ 25.00     $ 0.09        $ 1.10        $ 1.19             $ (0.06      $   —        $ (0.06      $ 26.13        $ 26.14  

NUGO

                                     

2021(e)

    25.00       0.01          1.03          1.04                                          26.04          26.05  

NSCS

                                     

2021(d)

    25.00       0.01          1.20          1.21                                          26.21          26.22  

NWLG

                                     

2021(d)

    25.00       (0.02        1.41          1.39                                          26.39          26.37  

 

40


 

                  Ratios/Supplemental Data  
Common Share Total Returns                          Ratio to Average Net Assets           

Based

on

NAV(b)

   

Based

on

Share

Price(b)

           Ending
Net
Assets
(000)
              Expenses        Net
Investment
Income
(Loss)
       Portfolio
Turnover
Rate(c)
 
                               
  4.76     4.82           $ 6,009                  0.64 %*         1.52 %*         7
                               
  4.18       4.18               1,687,423                  0.55        0.39        2  
                               
  4.84       4.87               6,290                  0.85        0.23        11  
                               
  5.56       5.50               6,069                  0.64        (0.24 )*         15  

 

(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 4 – Portfolio Securities and Investments in Derivatives) 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 August 4, 2021 (commencement of operations) through October 31, 2021.

 
(e)

For the period September 27, 2021 (commencement of operations) through October 31, 2021.

 
*

Annualized

 

 

See accompanying notes to financial statements.

 

41


Notes to Financial Statements

 

1. General Information

Trust and Fund Information

The 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 Dividend Growth ETF (NDVG), Nuveen Growth Opportunities ETF (NUGO), Nuveen Small Cap Select ETF (NSCS) and Nuveen Winslow Large-Cap Growth ESG ETF (NWLG) (each a “Fund” and collectively, the “Funds”), as diversified funds (non-diversified for NUGO and NWLG), among others. The Trust was organized as a Massachusetts business trust on February 20, 2015. Shares of the Funds are listed and traded on the NYSE Arca (the “Exchange”).

The end of the reporting period for the Funds is October 31, 2021 and the period covered by these Notes to Financial Statements for NDVG, NSCS and NWLG is August 4, 2021 (commencement of operations) through October 31, 2021 and for NUGO is September 27, 2021 (commencement of operations) through October 31, 2021 (the “current fiscal period”).

Investment Adviser and Sub-Adviser

The Funds’ 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 Funds, oversees the management of the Funds’ portfolios, manages the Funds’ business affairs and provides certain clerical, bookkeeping and other administrative services. The Adviser has entered into sub-advisory agreements with Santa Barbara Asset Management, LLC (“SBAM”), an affiliate of Nuveen, Nuveen Asset Management (“NAM”), a subsidiary of the Adviser and Winslow Capital Management, LLC (“Winslow Capital”), (each a “Sub-Adviser” and collectively, the “Sub-Advisers”). SBAM is responsible for managing the investment portfolio of NDVG. NAM is responsible for managing the investment portfolio of NUGO and NSCS. Winslow Capital is responsible for managing the investment portfolio of NWLG.

Upcoming Sub-Adviser Change

On August 3, 2021, the Funds’ Board of Trustees (the “Board”) approved an amended and restated sub-advisory agreement for NDVG, effective on December 31, 2021, between the Adviser and NAM, pursuant to which NAM will assume portfolio management responsibilities for NDVG under substantially identical terms as those in the Fund’s existing sub-advisory agreement between the Adviser and SBAM. NAM and SBAM are both affiliates of the Adviser and are subsidiaries of Nuveen.

The Fund’s portfolio management team and investment strategy will not be affected by these changes.

Other Matters

The outbreak of the novel coronavirus (“COVID-19”) and subsequent global pandemic began significantly impacting the U.S. and global financial mar- kets and economies during the calendar quarter ended March 31, 2020. The worldwide spread of COVID-19 has created significant uncertainty in the global economy. The duration and extent of COVID-19 over the long term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to which COVID-19 impacts the Funds’ normal course of business, results of operations, investments, and cash flows will de- pend on future developments, which are highly uncertain and difficult to predict. Management continues to monitor and evaluate this situation.

2. Significant Accounting Policies

The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which may require the use of estimates made by management and the evaluation of subsequent events. Actual results may differ from those estimates. Each Fund is an investment company and follows accounting guidance in the Financial Accounting Standards Board (“FASB”) Ac- counting 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 Funds.

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 Funds’ Board of Trustees (the Board) has adopted a deferred compensation plan for independent trustees that enables trustees to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from certain Nuveen-advised funds. Under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of select Nuveen-advised funds.

 

42


 

Distributions to Shareholders

Distributions to shareholders are recorded on the ex-dividend date. The amount, character and timing of distributions are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP.

Indemnifications

Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their du- ties 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. Dividend income is recorded on the ex-dividend date. Foreign dividend income is recorded on the ex-dividend date or as soon as possible after the Funds determine the existence of a dividend decla- ration. Non-cash dividends received in the form of stock, if any, are recognized on the ex-dividend date and recorded at fair value. Interest income is recorded on an accrual basis. Distributions received on securities that represent a return of capital or capital gains are recorded as a reduction of cost of investments and/or as a realized gain. The Funds estimate the components of distributions received that may be considered return of capital distributions or capital gain distributions. Securities lending income is comprised of fees earned from borrowers and income earned on cash collateral investments.

New Accounting Pronouncements and Rule Issuances

Reference Rate Reform

In March 2020, FASB issued Accounting Standards Update (ASU) 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The main objective of the new guidance is to provide relief to companies that will be impacted by the expected change in benchmark interest rates, when participating banks will no longer be required to submit London Interbank Offered Rate (LIBOR) quotes by the UK Fi- nancial Conduct Authority (FCA). The new guidance allows companies to, provided the only change to existing contracts are a change to an approved benchmark interest rate, account for modifications as a continuance of the existing contract without additional analysis. For new and existing contracts, the Funds may elect to apply the amendments as of March 12, 2020 through December 31, 2022. Management has not yet elected to apply the amendments, is continuously evaluating the potential effect a discontinuation of LIBOR could have on the Funds’ investments and has currently deter- mined that it is unlikely the ASU’s adoption will have a significant impact on the Funds’ financial statements and various filings.

Securities and Exchange Commission (“SEC”) Adopts New Rules to Modernize Fund Valuation Framework

In December 2020, the SEC voted to adopt a new rule governing fund valuation practices. New Rule 2a-5 under the 1940 Act establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 will permit fund boards to designate certain parties to perform fair value determinations, subject to board oversight and certain other conditions. Rule 2a-5 also defines when market quotations are “readily available” for pur- poses of Section 2(a)(41) of the 1940 Act, which requires a fund to fair value a security when market quotation are not readily available. The SEC also adopted new Rule 31a-4 under the 1940 Act, which sets forth the recordkeeping requirements associated with fair value determinations. Finally, the SEC is rescinding previously issued guidance on related issues, including the role of a board in determining fair value and the accounting and auditing of fund investments. Rule 2a-5 and Rule 31a-4 became effective on March 8, 2021, with a compliance date of September 8, 2022. A fund may vol- untarily comply with the rules after the effective date, and in advance of the compliance date, under certain conditions. Management is currently as- sessing the impact of these provisions on the Funds’ financial statements.

3. Investment Valuation and Fair Value Measurements

The Funds’ investments in securities are recorded at their estimated fair value utilizing valuation methods approved by the Board. Fair value is defined as the price that would be received upon selling an investment or transferring a liability in an orderly transaction to an independent buyer in the princi- pal or most advantageous market for the investment. U.S. GAAP establishes the three-tier hierarchy which is used to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability. Observable inputs are based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect management’s assumptions about the assumptions market participants would use in pricing the asset or liability. Unobservable inputs are based on the best information available in the circumstances. The following is a summary of the three-tiered hierarchy of valuation input levels.

 

Level 1 –   Inputs are unadjusted and prices are determined using quoted prices in active markets for identical securities.
Level 2 –   Prices are determined using other significant observable inputs (including quoted prices for similar securities, interest rates, credit spreads, etc.).
Level 3 –   Prices are determined using significant unobservable inputs (including management’s assumptions in determining the fair value of in- vestments).

 

43


Notes to Financial Statements (continued)

 

A description of the valuation techniques applied to the Funds’ major classifications of assets and liabilities measured at fair value follows:

Equity securities and exchange-traded funds listed or traded on a national market or exchange are valued based on their sale price at the official close of business of such market or exchange on the valuation date. Foreign equity securities and registered investment companies that trade on a foreign exchange are valued at the last sale price or official closing price reported on the exchange where traded and converted to U.S. dollars at the prevail- ing rates of exchange on the date of valuation. To the extent these securities are actively traded and that valuation adjustments are not applied, they are generally classified as Level 1. If there is no official close of business, then the latest available sale price is utilized. If no sales are reported, then the mean of the latest available bid and ask prices is utilized and these securities are generally classified as Level 2.

Prices of certain American Depositary Receipts (“ADR”) held by the Funds that trade in the United States are valued based on the last traded price, offi- cial closing price, or an evaluated price provided by the independent pricing service (“pricing service”) and are generally classified as Level 1 or 2.

Any portfolio security or derivative for which market quotations are not readily available or for which the above valuation procedures are deemed not to reflect fair value are valued at fair value, as determined in good faith using procedures approved by the Board. As a general principle, the fair value of a security would appear to be the amount that the owner might reasonably expect to receive for it in a current sale. A variety of factors may be consid- ered in determining the fair value of such securities, which may include consideration of the following: yields or prices of investments of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value from security dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis, including the obligor’s credit characteristics considered relevant. To the extent the inputs are observable and timely, the values would be classified as Level 2 of the fair value hierarchy; otherwise they would be classified as Level 3.

The following table summarizes the market value of the Funds’ investments as of the end of the reporting period, based on the inputs used to value them:

 

NDVG   Level 1      Level 2      Level 3      Total  
Long-Term Investments*:           

Common Stocks

  $ 5,937,486      $   —      $   —      $ 5,937,486  
NUGO                               
Long-Term Investments*:           

Common Stock

  $ 1,682,274,022      $      $      $ 1,682,274,022  
NSCS                               
Long-Term Investments*:           

Common Stock

  $ 6,269,943      $      $      $ 6,269,943  
NWLG                               
Long-Term Investments*:           

Common Stock

  $ 6,024,307      $      $      $ 6,024,307  
*

Refer to the Fund’s Portfolio of Investments for industry classifications.

4. Portfolio Securities and Investments in Derivatives

Portfolio Securities

Securities Lending

Each Fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions in order to generate additional income. When loaning securities, the Fund retains the benefits of owning the securities, including the economic equivalent of divi- dends or interest generated by the security. The loans are continuous, can be recalled at any time, and have no set maturity. State Street Bank and Trust Company, serves as the securities lending agent (the “Agent”).

When a Fund loans its portfolio securities, it will receive, at the inception of each loan, cash collateral equal to an amount not less than 100% of the market value of the loaned securities. The actual percentage of the cash collateral will vary depending upon the asset type of the loaned securities. Collateral for the loaned securities is invested in a government money market vehicle maintained by the Agent, which is subject to the requirements of Rule 2a-7 under the 1940 Act. The value of the loaned securities and the liability to return the cash collateral received are recognized on the Statement of Assets and Liabilities. If the market value of the loaned securities increases, the borrower must furnish additional collateral to the Fund, which is also recognized on the Statement of Assets and Liabilities. Securities out on loan are subject to termination at any time at the option of the borrower or the Fund. Upon termination, the borrower is required to return to the Fund securities identical to the securities loaned. During the term of the loan, the Fund bears the market risk with respect to the investment of collateral and the risk that the Agent may default on its contractual obligations to the Fund. The Agent bears the risk that the borrower may default on its obligation to return the loaned securities as the Agent is contractually obligated to indemnify the Fund if at the time of a default by a borrower some or all of the loan securities have not been returned.

 

44


 

Securities lending income recognized by a Fund consists of earnings on invested collateral and lending fees, net of any rebates to the borrower and compensation to the Agent. Such income is recognized on the Statements of Operations.

As of the end of the reporting period, the Funds did not have any securities out on loan.

Investment Transactions

Long-term purchases and sales (excluding in-kind transactions) during the current fiscal period were as follows:

 

     NDVG      NUGO      NSCS      NWLG  
Purchases   $ 5,334,354      $ 23,152,367      $ 5,630,739      $ 5,806,836  
Sales     397,648        17,391,705        646,735        820,982  

In-kind transactions during the current fiscal period were as follows:

 

     NDVG      NUGO      NSCS      NWLG  
In-kind purchases   $ 1,014,638      $ 1,630,670,996      $ 1,020,063      $ 741,287  
In-kind sales     258,906                       

The Funds may purchase securities on a when-issued or delayed-delivery basis. Securities purchased on a when-issued or delayed-delivery basis may have extended settlement periods; interest income is not accrued until settlement date. Any securities so purchased are subject to market fluctuation during this period. The Funds have earmarked securities in their portfolios with a current value at least equal to the amount of the when-issued/delayed delivery purchase commitments. If a Fund has outstanding when-issued/delayed-delivery purchases commitments as of the end of the reporting pe- riod, such amounts are recognized on the Statement of Assets and Liabilities.

Investments in Derivatives

Each Fund is authorized to invest in certain derivative instruments. The Funds record derivative instruments at fair value, with changes in fair value rec- ognized on the Statement of Operations, when applicable. Even though the Funds’ investments in derivatives may represent economic hedges, they are not considered to be hedge transactions for financial reporting purposes.

Although each Fund is authorized to invest in derivative instruments, and may do so in the future, they did not make any such investments during the current fiscal period.

Market and Counterparty Credit Risk

In the normal course of business each 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 each Fund to counterparty credit risk, consist principally of cash due from counterparties on forward, option and swap transactions, when applicable. The extent of each 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.

Each Fund helps manage counterparty credit risk by entering into agreements only with counterparties the Adviser believes have the financial re- sources 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 each Fund with a value approximately equal to the amount of any unrealized gain above a pre-determined threshold. Reciprocally, when each Fund has an unrealized loss, the Funds have instructed the custodian to pledge assets of the Funds 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

Each Fund issues and redeems its shares on a continuous basis at NAV only in aggregations of a specified number of shares or multiples thereof (“Cre- ation Units”). Only certain institutional investors (referred to as “Authorized Participants”) who have entered into agreements with Nuveen Securities, LLC, the Funds’ distributor, may purchase and redeem Creation Units. Once created, shares of the Funds 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 each Fund’s respective 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 relevant 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.

 

45


Notes to Financial Statements (continued)

 

Transactions in Fund shares during the current and prior fiscal period were as follows:

 

       NDVG        NUGO  
       For the Period 8/4/21
(commencement of
operations) through
10/31/21
       For the Period 9/27/21
(commencement of
operations) through
10/31/21
 
        Shares        Amount        Shares        Amount  
Shares sold        240,000        $ 6,016,441          64,790,000        $ 1,641,443,516  
Shares redeemed        (10,000        (259,047                  
Net increase (decrease)        230,000        $ 5,757,394          64,790,000        $ 1,641,443,516  
       NSCS        NWLG  
       For the Period 8/4/21
(commencement of
operations) through
10/31/21
       For the Period 8/4/21
(commencement of

operations) through
10/31/21
 
        Shares        Amount        Shares        Amount  
Shares sold        240,000        $ 6,021,184          230,000        $ 5,775,536  
Shares redeemed                                    
Net increase (decrease)        240,000        $ 6,021,184          230,000        $ 5,775,536  

6. Income Tax Information

Each Fund is a separate taxpayer for federal income tax purposes. Each 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 Funds 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 Funds 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 NAVs of the Funds.

The table below presents the cost and unrealized appreciation (depreciation) of each Fund’s investment portfolio, as determined on a federal income tax basis, as of October 31, 2021.

 

     NDVG      NUGO      NSCS      NWLG  
Tax cost of investments   $ 5,710,327      $ 1,636,094,562      $ 5,950,881      $ 5,687,096  
Gross unrealized:           

Appreciation

  $ 337,334      $ 63,860,242      $ 532,015      $ 419,044  

Depreciation

    (110,175      (17,680,782      (212,953      (81,833
Net unrealized appreciation (depreciation) of investments   $ 227,159      $ 46,179,460      $ 319,062      $ 337,211  

Permanent differences, primarily due to redemptions in-kind and real estate investment trust adjustments, resulted in reclassifications among the Funds’ components of net assets as of October 31, 2021, the Funds’ tax year end.

The tax components of undistributed net ordinary income and net long-term capital gains as of October 31, 2021, the Funds’ tax year end, were as follows:

 

        NDVG      NUGO      NSCS      NWLG  
Undistributed net ordinary income1      $ 8,001      $ 137,560      $ 2,132      $  
Undistributed net long-term capital gains        357                       
1 

Net ordinary income consists of net taxable income derived from dividends, interest and short-term capital gains, if any.

 

46


 

The tax character of distributions paid during the Funds’ tax year ended October 31, 2021 was designated for purposes of the dividends paid deduction as follows:

 

        NDVG2      NUGO3      NSCS2      NWLG2  
Distributions from net ordinary income1      $ 13,731      $      $      $  
Distributions from net long-term capital gains                              
1 

Net ordinary income consists of net taxable income derived from dividends, interest and net short-term capital gains, if any.

2 

For the period August 4, 2021 (commencement of operations) through October 31, 2021.

3 

For the period September 27, 2021 (commencement of operations) through October 31, 2021.

As of October 31, 2021, the Funds’ tax year end, the following Funds had unused capital losses carrying forward available for federal income tax purposes to be applied against future capital gains, if any. The capital losses are not subject to expiration.

 

        NUGO      NSCS      NWLG  
Not subject to expiration:           

Short-Term

     $ 337,097      $ 52,278      $ 40,046  

Long-term

                      
Total        337,097        52,278        40,046  

The Funds have elected to defer late-year losses in accordance with federal income tax rules. These losses are treated as having arisen on the first day of the following fiscal year. The following Fund has elected to defer losses as follows:

 

        NWLG  
Post-October capital losses4      $  
Late-year ordinary losses5        3,272  
4 

Capital losses incurred from August 4, 2021 (commencement of operations) through October 31, 2021, the Funds’ tax year end.

5 

Ordinary losses and/or specified losses incurred from August 4, 2021 (commencement of operations) through October 31, 2021.

7. Management Fees and Other Transactions with Affiliates

Management Fees

Each Fund’s management fee compensates the Adviser for its investment advisory services to the Funds. The Sub-Adviser is compensated for its ser- vices to the Funds from the management fees paid to the Adviser. The Adviser is responsible for substantially all other expenses of the Funds, except any future distribution and/or service fees, interest expenses, taxes, acquired fund fees and expenses, fees incurred in acquiring and disposing of port- folio securities, fees and expenses of the independent trustees (including any trustees’ counsel fees), certain compensation expenses of the Funds’ chief compliance officer, litigation expenses and extraordinary expenses.

The annual management fee, payable monthly, for each Fund is based on a percentage of average daily net assets according to the following rates:

 

Fund   Management Fee  
NDVG     0.64
NUGO     0.55  
NSCS     0.85  
NWLG     0.64  

Other Transactions with Affiliates

Each Fund is permitted to purchase or sell securities from or to certain other funds or accounts managed by the Sub-Adviser (“Affiliated Entity”) under specified conditions outlined in procedures adopted by the Board (cross-trade). These procedures have been designed to ensure that any cross-trade of securities by the Fund from or to an Affiliated Entity by virtue of having a common investment adviser (or affiliated investment adviser), common officer and/or common trustee complies with Rule 17a-7 under the 1940 Act. These transactions are effected at the last sales price or other current market price without incurring broker commissions.

During the current fiscal period, the Funds did not engage in cross-trades pursuant to these procedures.

 

47


Additional Fund Information (Unaudited)

 

 

Investment Adviser

Nuveen Fund Advisors, LLC

333 West Wacker Drive

Chicago, IL 60606

 

Sub-Adviser

Santa Barbara Asset Management, LLC

2049 Century Park East, 17th Floor

Los Angeles, CA 90067

 

Nuveen Asset Management, LLC

333 West Wacker Drive

Chicago, IL 60606

 

Winslow Capital Management, LLC

80 South Eighth Street

Minneapolis, MN 55402

  

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 02110

  

Legal Counsel

Chapman and Cutler LLP

Chicago, IL 60603

 

Morgan, Lewis & Bockius LLP 111 Pennsylvania Avenue, NW Washington, D.C. 20004

     

 

 

     
  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).  
                    

NDVG

   
    August 4, 2021 (commencement of operations) through October 31, 2021            

Number of Days

 

% of Total Days

   
  Premium/Discount Range:          
  0.00 to 0.25%         

37

 

60.7%

 
  (0.01)% to (0.25)%               

24

 

39.3%

 
                  

61

 

100%

 
                    

NUGO

   
   

September 27, 2021 (commencement of operations) through October 31, 2021

           

Number of Days

 

% of Total Days

   
 

Premium/Discount Range

         
 

0.00 to 0.25%

        

16

 

66.7%

 
 

(0.01)% to (0.25)%

              

8

 

33.3%

 
                  

24

 

100%

 
            

NSCS

 

NWLG

   
    August 4, 2021 (commencement of operations) through October 31, 2021   Number of Days   % of Total Days   Number of Days   % of Total Days    
  Premium/Discount Range:      
  0.00 to 0.25%      41   67.2%   34   55.7%  
  (0.01)% to (0.25)%        20   32.8%   27   44.3%  
           61   100%   61   100%  

 

48


Additional Fund Information (Unaudited) (continued)

 

 

             
  Portfolio of Investments Information: Each Fund is required to file its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year as an exhibit to its report on Form N-PORT. You may obtain this information on the SEC’s website at http://www.sec.gov.  
             

 

  Nuveen Funds’ Proxy Voting Information: You may obtain (i) information regarding how each Fund voted proxies relating to portfolio securities held during the most recent twelve-month period ended June 30, without charge, upon request by calling Nuveen toll-free at (800) 257-8787 or 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.  

 

49


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.

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.

Russell 2000® Index: An index that measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000® Index is a subset of the Russell 3000® Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2,000 of the smallest securities based on a combination of their market cap and current index membership. The Russell 3000® Index measures the performance of the 3,000 largest companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market. The index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.

S&P 500® Index: An index generally considered representative of the U.S. equity market. The index includes 500 leading companies and covers approximately 80% of available market capitalization. The index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.

The Russell 1000® Growth Index: An index that measures the performance of the Russell 1000® companies higher price-to-book ratios and higher forecasted growth values. The index returns assume reinvestment of distributions,, but do not reflect any applicable sales charges or management fees.

 

50


Annual Investment Management Agreement Approval Process

(Unaudited)

 

Nuveen Dividend Growth ETF (NDVG)

Nuveen Growth Opportunities ETF (NUGO)

Nuveen Small Cap Select ETF (NSCS)

Nuveen Winslow Large-Cap Growth ESG ETF (NWLG)

The Approval Process

The Board of Trustees (the “Board, and each Trustee, a “Board Member”) of Nushares ETF Trust, which is comprised entirely of Board Members who are not “interested persons” (as defined under the Investment Company Act of 1940 (the “1940 Act”)) (the “Independent Board Members”), is responsible for approving the advisory arrangements of the Funds. A discussion of the Board’s approval in May 2021 of the initial advisory arrangements of the Nuveen Dividend Growth ETF (the “Dividend Growth Fund”), Nuveen Small Cap Select ETF and Nuveen Winslow Large-Cap Growth ESG ETF, including, among other things, the investment sub-advisory agreement with Santa Barbara Asset Management, LLC (“SBAM”) for the Dividend Growth Fund, is set forth in Part I below. A discussion of the Board’s approval in August 2021 of (i) the transfer of the Dividend Growth Fund’s investment sub-advisory agreement with SBAM to Nuveen Asset Management, LLC (“NAM”), effective December 31, 2021; and (ii) an amended and restated sub-advisory agreement for the Dividend Growth Fund with NAM, effective as of December 31, 2021, is set forth in Part II below. A discussion of the Board’s approval in August 2021 of the initial advisory arrangements of the Nuveen Growth Opportunities ETF is set forth in Part III below.

PART I

Nuveen Dividend Growth ETF

Nuveen Small Cap Select ETF

Nuveen Winslow Large-Cap Growth ESG ETF

At a meeting held on May 25-27, 2021 (the “May Meeting”), the Board considered and approved, for each of Nuveen Dividend Growth ETF (previously defined as the “Dividend Growth Fund”), Nuveen Small Cap Select ETF (the “Small Cap Select Fund”) and Nuveen Winslow Large-Cap Growth ESG ETF (the “Large-Cap Growth Fund” and, together with the Dividend Growth Fund and the Small Cap Select Fund, for purposes of this Part I, the “Funds” and each, a “Fund”), an investment management agreement (for purposes of this Part I, each, an “Investment Management Agreement”) pursuant to which Nuveen Fund Advisors, LLC (the “Adviser”) serves as investment adviser to the respective Fund. In addition, the Independent Board Members considered and approved the investment sub-advisory agreements (for purposes of this Part I, each, a “Sub-Advisory Agreement”) pursuant to which Santa Barbara Asset Management, LLC (previously defined as “SBAM”), Nuveen Asset Management, LLC (previously defined as “NAM”), and Winslow Capital Management, LLC (“Winslow”) serve as the investment sub-adviser to the Dividend Growth Fund, Small Cap Select Fund and Large-Cap Growth Fund, respectively. For purposes of this Part I, SBAM, NAM and Winslow are each hereafter a “Sub-Adviser.” Further, for purposes of this Part I, the Adviser and the Sub-Advisers are each hereafter a “Fund Adviser.” In addition, for purposes of this Part I, the Investment Management Agreements and the Sub-Advisory Agreements are each hereafter an “Advisory Agreement” and collectively, the “Advisory Agreements.”

Although the 1940 Act requires that approvals of the Funds’ Advisory Agreements be approved by the in-person vote of a majority of the Independent Board Members, the May Meeting was held virtually through the internet in view of the health risks associated with holding an in-person meeting during the COVID-19 pandemic and governmental restrictions on gatherings. The May Meeting was held virtually in reliance on certain exemptive relief the Securities and Exchange Commission provided to registered investment companies providing temporary relief from the in-person voting requirements of the 1940 Act with respect to the approval of a fund’s advisory agreement in light of these challenges.

To assist the Board in its evaluation of an Advisory Agreement with a Fund Adviser at the May Meeting, the Independent Board Members had received, in adequate time in advance of the May Meeting or at other meetings, materials which outlined, among other things:

 

   

the nature, extent and quality of the services expected to be provided by the Fund Adviser;

 

   

the organization of the Fund Adviser, including the responsibilities of various departments and key personnel;

 

   

the relevant expertise and background of the Fund Adviser with respect to the applicable Fund’s investment strategy;

 

   

certain performance-related information (as described below);

 

   

certain profitability-related information (as described below);

 

51


Annual Investment Management Agreement Approval Process (Unaudited) (continued)

 

   

each Fund’s proposed unitary fee structure, including comparisons of each Fund’s proposed unitary fee with the net expense ratios of comparable funds; and

 

   

the soft dollar practices of the Fund Adviser, if any.

At the May Meeting and/or at other meetings, the Adviser made presentations to and responded to questions from the Board. During the May Meeting and/or at other meetings, the Independent Board Members also met privately with their legal counsel to, among other things, review the Board’s duties under the 1940 Act, the general principles of state law in reviewing and approving advisory contracts, the standards used by courts in determining whether investment company boards of directors have fulfilled their duties, factors to be considered in voting on advisory contracts and an adviser’s fiduciary duty with respect to advisory agreements and compensation. It is with this background that the Independent Board Members considered the Advisory Agreements. As outlined in more detail below, the Independent Board Members considered various factors they believed relevant with respect to the Funds. Each Board Member may have accorded different weight to the various factors and information discussed below in reaching his or her conclusions with respect to each Fund’s Advisory Agreements. The Board Members also drew on information they had received in their capacity as trustees and directors, as applicable, of other registered investment companies advised by the Fund Advisers.

A. Nature, Extent and Quality of Services

The Independent Board Members considered the nature, extent and quality of the respective Fund Adviser’s services, including portfolio management services and administrative services. Given that the Adviser and the Sub-Advisers already serve as adviser and sub-adviser, respectively, to other Nuveen funds overseen by the Board Members, the Board has a good understanding of each such Fund Adviser’s organization, operations, personnel and services. As the Independent Board Members meet regularly throughout the year to oversee the Nuveen funds, including funds currently advised by the Fund Advisers, the Independent Board Members, have, in part, relied upon their knowledge from their meetings and any other interactions throughout the year with the respective Fund Adviser in evaluating the Advisory Agreements.

The Independent Board Members recognized that open-end exchange-traded funds (“ETFs”) were added to the Nuveen fund product line in 2016 and they considered information about the structure, investment objective, investment strategy and other characteristics of each Fund. In this regard, the Independent Board Members noted that in contrast to the other ETFs in the Nuveen fund product line (which seek to track the investment results of a specified underlying index and publish their portfolio holdings on a daily basis), each Fund would be actively managed and would not publish the daily holdings of its actual portfolio, but rather would disclose the daily holdings of a portfolio transparency substitute derived from actual fund holdings (a “proxy portfolio”). (In light of their structure, the Funds may be referred to as “semi-transparent ETFs.”) Further, the Independent Board Members recognized that each Fund would have investment strategies that would be substantially similar to those of a Nuveen mutual fund sub-advised by its Sub-Adviser (each such mutual fund is referred to herein as a “Corresponding Mutual Fund”).

The Board has recognized that the Nuveen funds operate in a highly regulated industry and, therefore, the Adviser has provided a wide array of management, oversight and administrative services to manage and operate the funds, and the scope and complexity of these services have expanded over time as a result of, among other things, regulatory and other developments. The Board accordingly has considered the extensive resources, tools and capabilities available to the Adviser to operate and manage the Nuveen funds. With respect to the Adviser, as a general matter, some of these services it and its affiliates provide to the Nuveen funds include, but are not limited to: product management (such as setting dividends, analyzing fund expenses, providing competitive analysis, and providing due diligence support); investment oversight, risk management and securities valuation services (such as overseeing and reviewing the various sub-advisers to the Nuveen funds and their investment teams; analyzing fund performance and risk data; overseeing operational and risk management; participating in financial statement, marketing and risk disclosures; providing daily valuation services and developing related valuation policies, procedures and methodologies; periodic testing of audit and regulatory requirements; participating in product development and management processes; participating in leverage management, liquidity monitoring and counterparty credit oversight; providing due diligence and overseeing fund accounting and custody providers; overseeing third party pricing services and periodically assessing investment and liquidity risks); fund administration (such as preparing fund tax returns and other tax compliance services; preparing regulatory filings; overseeing the funds’ independent public accountants and other service providers; analyzing products and enhancements; and managing fund budgets and expenses); oversight of shareholder services and transfer agency functions (such as overseeing transfer agent service providers which include registered shareholder customer service and transaction processing; overseeing proxy solicitation and tabulation services; and overseeing the production and distribution of financial reports by service providers); 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 managing compliance policies; monitoring compliance with applicable fund policies and laws and regulations; devising internal compliance programs and a framework to review and assess compliance programs; evaluating the compliance programs of the various sub-advisers to the Nuveen funds and certain other service providers; responding to regulatory requests; and preparing compliance training materials); and legal support and oversight of outside law firms (such as helping to prepare and file registration statements and proxy statements; overseeing fund activities and providing legal interpretations regarding such activities; maintaining regulatory registrations and negotiating agreements with other fund service providers; and monitoring changes in regulatory requirements and commenting on rule proposals impacting investment companies).

 

52


 

The Independent Board Members noted that the Adviser would oversee each Sub-Adviser, which was generally expected to provide portfolio advisory services to the applicable Fund. In addition, the Independent Board Members recognized the relevant experience and expertise of the investment teams expected to manage the respective Funds. In this regard, as noted above, the Independent Board Members recognized that each Fund would have investment strategies that would be substantially similar to those of a Corresponding Mutual Fund sub-advised by the respective Sub-Adviser and already overseen by the Board.

Based on their review, the Independent Board Members found that, overall, the nature, extent and quality of services expected to be provided to the Funds under each applicable Advisory Agreement were satisfactory.

B. Investment Performance

Each 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 the Sub-Advisers (including without limitation the Corresponding Mutual Funds). In addition, for each Fund, the Independent Board Members reviewed certain historical performance-related data pertaining to the Class I shares of the Corresponding Mutual Fund (including, among other things, returns for the year-to-date, one-year, three-year, five-year and ten-year periods as of April 30, 2021 and returns for the 2016-2020 calendar years).

C. Fees, Expenses and Profitability

1. Fees and Expenses

In evaluating the management fees and expenses that each Fund was expected to bear, the Independent Board Members considered, among other things, such 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 and the applicable Corresponding Mutual Fund. In considering the Funds’ proposed unitary fee structure, the Independent Board Members noted that under this structure each Fund would pay a fee to the Adviser and, in turn, the Adviser would be generally responsible for the operating expenses incurred by the Fund, subject to certain exceptions. In this regard, the Independent Board Members were provided with estimates of the Funds’ anticipated operating expenses that would be paid by the Adviser from the unitary fee as well as a description of the expenses excluded from the unitary fee. In considering the proposed unitary fee structure, the Independent Board Members recognized that the Adviser would generally bear the risk that certain of the Funds’ operating expenses would increase (but would also benefit if such expenses decrease) and the degree of expense stability that would be afforded to the Funds’ shareholders.

In reviewing each Fund’s proposed unitary fee, the Independent Board Members considered the management fees and net expense ratios for the Class R6 shares and Class I shares of the applicable Corresponding Mutual Fund and the Adviser’s approach in determining the unitary fee for the Fund. Further, the Independent Board Members reviewed comparative data pertaining to the net expense ratios of certain other currently listed active semi-transparent ETFs as well as active transparent ETFs within the Fund’s anticipated Morningstar category. The Independent Board Members also considered the proposed sub-advisory fee for each Fund, which was based on the sub-advisory fee schedule for the applicable Corresponding Mutual Fund and 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 each Fund’s unitary fee was reasonable in light of the nature, extent and quality of services expected to be provided to such Fund.

2. Comparisons with the Fees of Other Clients

The Board considered that each 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 including providing a level of cost certainty by shifting to the Adviser the risk that some of the costs of operating a Fund may rise and providing an incentive to the Adviser to maximize administrative efficiencies. As noted, the Board considered the unitary fee to be paid by each Fund in comparison to the net expense ratios of other active semi-transparent ETFs, comparable active transparent ETFs and the applicable Corresponding Mutual Fund.

The Board has noted at the May Meeting and/or at other meetings that the Fund Advisers provide services to other types of clients. In this regard, the Board has considered information regarding the fee rates the respective Fund Advisers charge 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-Advisers, such other clients may include retail and institutional managed accounts advised by a Sub-Adviser (with respect to each Sub-Adviser); hedge funds managed by a Sub-Adviser (with respect to NAM); investment companies offered outside the Nuveen family and sub-advised by a Sub-Adviser (with respect to NAM and Winslow); foreign investment companies offered by Nuveen and sub-advised by a Sub-Adviser (with respect to each Sub-Adviser); and collective investment trusts sub-advised by a Sub-Adviser (with respect to NAM and Winslow). The Board has also noted that the Adviser acts as investment adviser to other ETFs sponsored by Nuveen.

The Board recognized that each Fund would have an affiliated sub-adviser and, with respect to affiliated sub-advisers, has reviewed, among other things, the range of fees assessed for managed accounts, hedge funds (along with their performance fee) and foreign investment companies offered by Nuveen, as applicable. The Board also has reviewed the fee range and average fee rate of certain selected investment

 

53


Annual Investment Management Agreement Approval Process (Unaudited) (continued)

 

strategies offered in retail and institutional managed accounts advised by each Sub-Adviser, the hedge funds advised by NAM (along with their performance fee) and non-Nuveen investment companies sub-advised by certain affiliated sub-advisers.

In considering the fee data of other clients, the Board has recognized, among other things, the differences in the amount, type and level of services provided to the Nuveen funds relative to other clients 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 has recognized the breadth of services the Adviser provides to the Nuveen funds compared to the other types of clients as the funds operate in a highly regulated industry with increasing regulatory requirements as well as the increased entrepreneurial, legal and regulatory risks that the Adviser incurs in sponsoring and managing the funds. Further, with respect to ETFs, the Board has considered that certain Nuveen ETFs are passively managed compared to the active management of other Nuveen funds, which has contributed to the differences in fee levels between such 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 has further considered that a Sub-Adviser’s fee is essentially for portfolio management services and therefore, with respect to an affiliated sub-adviser, more comparable to the fees it receives for retail wrap accounts and other external sub-advisory mandates, as applicable. The Board has recognized that the varying levels of fees are 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

At the time of the May Meeting, the Funds had not commenced operations and it was not possible to predict the effect on profitability of the Funds. The Independent Board Members, however, considered the estimated operating expenses to be paid by the Adviser pursuant to the unitary fee.

In conjunction with their review of fees, at the May Meeting and/or at other meetings, the Independent Board Members also have considered profitability and other financial data for Nuveen, including information regarding Nuveen’s level of profitability for its advisory services to the Nuveen funds for the calendar years 2020 and 2019. The Board has 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 and excluding distribution) from Nuveen funds only; revenues, expenses and net income (pre- and post-tax and before distribution expenses) of Nuveen for fund advisory services; and comparative profitability data comparing the operating margins of Nuveen compared to the adjusted operating margins of certain peers that had publicly available data and with the most comparable assets under management (based on asset size and asset composition) for the 2019 and 2020 calendar years. In reviewing the peer comparison data, the Independent Board Members have noted that Nuveen Investments, Inc.’s operating margins were on the low range compared to the total company adjusted operating margins of the peers. The Board has also reviewed the revenues and expenses the Adviser derived from its ETF product line for the 2019 and 2020 calendar years.

In reviewing the profitability data, the Independent Board Members have recognized the subjective nature of calculating profitability as the information is not audited and is dependent on cost allocation methodologies to allocate corporate-wide expenses to the Nuveen complex and its affiliates and to further allocate such Nuveen complex expenses between the Nuveen fund and non-fund businesses. Generally, fund-specific expenses are allocated to the Nuveen funds and partial fund-related expenses and/or corporate overhead and shared costs (such as legal and compliance, accounting and finance, information technology and human resources and office services) are partially attributed to the funds pursuant to cost allocation methodologies. The Independent Board Members have reviewed a description of the cost allocation methodologies employed to develop the financial information, a summary of the history of changes to the methodology over the years from 2010 to 2020, and the net revenue margins derived from the Nuveen funds (pre-tax and including and excluding distribution) and total company margins from Nuveen Investments, Inc. compared to the firm-wide adjusted margins of the peers for each calendar year from 2010 to 2020. The Board had also appointed three Independent Board Members to serve as the Board’s liaisons, with the assistance of independent counsel, to review the development of the profitability data and any proposed changes to the cost allocation methodology prior to incorporating any such changes and to report to the full Board. The Board has recognized that other reasonable and valid allocation methodologies could be employed and could lead to significantly different results. The Independent Board Members have also considered the key drivers behind the revenue and expense changes that impacted Nuveen’s net margins between 2019 and 2020. The Board has also noted the reinvestments Nuveen and/or its parent made into its business through, among other things, the investment of seed capital in certain Nuveen funds and continued investments in enhancements to information technology, portfolio accounting systems and the global trading platform.

In reviewing the comparative peer data noted above, the Board has considered that the operating margins of Nuveen Investments, Inc. were in the lower half of the peer group range; however, the Independent Board Members have also recognized the limitations of the comparative data given that peer data is not generally public and the calculation of profitability is subjective and affected by numerous factors (such as types of funds a peer manages, its business mix, its cost of capital, the numerous assumptions underlying the methodology used to allocate expenses and other factors) that can have a significant impact on the results.

 

54


 

Aside from Nuveen’s profitability, the Board has recognized that the Adviser is a subsidiary of Nuveen, LLC, the investment management arm of Teachers Insurance and Annuity Association of America (“TIAA”). Accordingly, the Board has also reviewed a balance sheet for TIAA reflecting its assets, liabilities and capital and contingency reserves for the 2020 and 2019 calendar years to consider the financial strength of TIAA. The Board has recognized the benefit of an investment adviser and its parent with significant resources, particularly during periods of market volatility as experienced with the COVID-19 pandemic.

In addition to Nuveen, the Independent Board Members have considered the profitability of the Sub-Advisers from their relationships with the Nuveen funds. In this regard, the Independent Board Members have reviewed, among other things, each Sub-Adviser’s revenues, expenses and net revenue margins (pre- and post-tax) for its advisory activities for the calendar year ended December 31, 2020 as well as its pre- and post-tax net revenue margins for 2020 compared to such margins for 2019. The Independent Board Members have also reviewed a profitability analysis reflecting the revenues, expenses and revenue margin (pre- and post-tax) by asset type for NAM for the calendar year ending December 31, 2020 and the pre- and post-tax revenue margins from 2020 and 2019.

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 has noted that Nuveen’s and each Sub-Adviser’s level of profitability was acceptable and not unreasonable in light of the services to be provided.

D. Economies of Scale and Whether Fee Levels Reflect These Economies of Scale

With respect to economies of scale, the Independent Board Members have recognized that, in general, as the assets of a particular Nuveen fund or the Nuveen complex in the aggregate increase over time, economies of scale may be realized with respect to the management of the Nuveen funds. In this regard, the Independent Board Members considered whether economies of scale were expected to be achieved as each Fund grows and whether any such economies of scale were expected to be shared with shareholders. The Board has recognized that although economies of scale are difficult to measure and certain expenses may not decline with a rise in assets, there are several methods to help share the benefits of economies of scale, including breakpoints in the management fee schedule, fee waivers and/or expense limitations, the pricing of Nuveen funds at scale at inception and investments in Nuveen’s business which can enhance the services provided to the Nuveen funds for the fees paid. The Board noted that with respect to Nuveen funds generally, although the management fee of the Adviser is typically comprised of a fund-level component and a complex-level component each with its own breakpoint schedule, the Nuveen ETFs, including the Funds, do not have breakpoint schedules and do not participate in the complex-level fee program. The Funds also do not have an expense limitation agreement with the Adviser given the Adviser generally pays the operating expenses of the respective Fund (subject to certain exceptions) under the unitary fee structure and therefore incurs the risk of increases in such Fund operating expenses. The Board, however, also recognized that the Adviser would benefit from any reduction in fixed costs covered by the unitary fee but that the unitary fee schedule also provides shareholders with a level of certainty of the expenses of the respective Fund. The Independent Board Members further considered the Adviser’s representation that it believed the unitary fee for the Funds was priced at scale at inception.

Based on their review, the Independent Board Members concluded that the Funds’ proposed unitary fee structure (which would not include breakpoints or participation in the complex-level fee program) was acceptable.

E. Indirect Benefits

At the May Meeting and/or other meetings, the Independent Board Members have received and considered information regarding other benefits that a Fund Adviser or its affiliates may receive as a result of their relationship with the Nuveen funds. In addition, the Independent Board Members have also noted that various sub-advisers (including each Sub-Adviser) may engage in soft dollar transactions pursuant to which they may receive the benefit of research products and other services provided by broker-dealers executing portfolio transactions on behalf of the applicable Nuveen funds. The Board has noted, however, that portfolio managers and research analysts of NAM and another affiliated sub-adviser share research obtained through certain commission sharing arrangements and as a result, NAM reimbursed the respective Nuveen funds for approximately 70% of the expenses associated with the research-related component of the soft dollar commissions paid by all NAM-managed equity funds (subject to certain exceptions) (the “NAM Equity Funds”) in 2020. It is anticipated that NAM will reimburse 100% of the research-related components of the NAM Equity Funds’ soft dollar expenses in 2021. The Board has also noted that any benefits for a sub-adviser when transacting in fixed-income securities may be more limited as such securities generally trade on a principal basis and therefore do not generate brokerage commissions.

Based on its review, the Board concluded that any indirect benefits expected to be received by a Fund Adviser as a result of its relationship with the applicable Fund(s) were reasonable and within acceptable parameters.

F. Approval

The Independent Board Members did not identify any single factor discussed previously as all-important or controlling. For each Fund, the Board Members, including a majority of the Independent Board Members, concluded that the terms of the applicable Investment Management

 

55


Annual Investment Management Agreement Approval Process (Unaudited) (continued)

 

Agreement and Sub-Advisory Agreement were fair and reasonable, that the respective Fund Adviser’s fees were reasonable in light of the services to be provided to such Fund and that the applicable Investment Management Agreement and Sub-Advisory Agreement should be and were approved on behalf of such Fund.

PART II

Nuveen Dividend Growth ETF – Sub-Advisory Agreement

As noted above, at the May Meeting, the Board, on behalf of the Dividend Growth Fund (for purposes of this Part II, the “Fund”), approved the Fund’s Investment Management Agreement with the Adviser and Sub-Advisory Agreement (for purposes of this Part II, the “SBAM Sub-Advisory Agreement”) with SBAM, an affiliate of the Adviser. Subsequent to the May Meeting, the Adviser discussed with the Board the proposed transfer of a number of SBAM’s existing mandates to NAM, also an affiliate of the Adviser, in connection with certain strategic initiatives to identify opportunities across the Nuveen equities and fixed income platform in seeking to drive greater collaboration and alignment across Nuveen’s investment specialists. In this regard, the Adviser (i) proposed the transfer of the Fund’s SBAM Sub-Advisory Agreement to NAM, effective December 31, 2021 (the “Transfer”) and (ii) requested that the Board approve an amended and restated sub-advisory agreement for the Fund, effective as of December 31, 2021, between the Adviser and NAM (for purposes of this Part II, the “New Sub-Advisory Agreement”). Accordingly, at a meeting held on August 2-4, 2021 (the “August Meeting”), the Board approved the Transfer and New Sub-Advisory Agreement.

Although the 1940 Act requires that approvals of the Fund’s advisory arrangements be approved by the in-person vote of a majority of the Board Members, the August Meeting was held virtually through the internet in view of the health risks associated with holding an in-person meeting during the COVID-19 pandemic and governmental restrictions on gatherings. The August Meeting was held virtually in reliance on certain exemptive relief the Securities and Exchange Commission provided to registered investment companies providing temporary relief from the in-person voting requirements of the 1940 Act with respect to the approval of a fund’s advisory agreement in light of these challenges.

In conjunction with their evaluation of the New Sub-Advisory Agreement at the August Meeting, the Board Members had received, in adequate time in advance of the August Meeting and/or at prior meetings, materials that covered, among other things: (a) the nature, extent and quality of services expected to be provided by NAM; (b) the organization of NAM; (c) certain performance-related information (as described below); (d) the proposed sub-advisory fee of NAM and the profitability of Nuveen and its affiliates (including NAM) for their advisory activities; and (e) the soft dollar practices of NAM. At the August Meeting and/or at prior meetings, the Adviser made presentations to and responded to questions from the Board.

In connection with its review of the New Sub-Advisory Agreement, the Board was advised by independent legal counsel. In addition, prior to the August Meeting, and/or at other meetings, the Board Members had received a memorandum from independent legal counsel outlining their fiduciary duties and legal standards in reviewing advisory agreements. The Board’s decision to approve the New Sub-Advisory Agreement was not based on a single identified factor, 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 approve the New Sub-Advisory Agreement and its conclusions.

A. Nature, Extent and Quality of Services

As noted above, the Board recognized that Nuveen management had embarked on various strategic initiatives identifying opportunities across the Nuveen equities and fixed income platform, seeking to drive greater collaboration and alignment across Nuveen’s investment specialists, and recommended the Transfer as a result of these efforts. The Board considered the nature, extent and quality of the services expected to be provided to the Fund by NAM under the New Sub-Advisory Agreement, including the portfolio management services. The Board acknowledged that while portfolio management services would be provided by NAM rather than SBAM following the Transfer, no changes were expected to be made to, among other things, the nature and level of sub-advisory services provided to the Fund or the day-to-day management of the Fund. In this regard, the Board was aware that it was expected that the SBAM personnel who provided portfolio management services to the Fund prior to the Transfer would continue to do so as personnel of NAM following the Transfer. Notwithstanding the foregoing, the Board Members recognized that personnel changes may occur as a result of, for example, normal business developments or personal career decisions. Further, as NAM already serves as a sub-adviser to other Nuveen funds overseen by the Board Members, the Board has a good understanding of NAM’s organization and operations. As the Board Members meet regularly throughout the year to oversee the Nuveen funds, including Nuveen funds sub-advised by NAM, the Board Members also have relied upon their knowledge from their meetings and other interactions with respect to NAM in evaluating the New Sub-Advisory Agreement.

Based on their review, the Board Members found that, overall, the nature, extent and quality of services expected to be provided to the Fund under the New Sub-Advisory Agreement were satisfactory and supported approval of the New Sub-Advisory Agreement.

B. Investment Performance

At the May Meeting, the Board considered certain performance-related information relevant to the Fund, which was new and, therefore, did not have its own performance history. In particular, at the May Meeting, the Board reviewed certain historical performance-related data pertaining to a

 

56


 

mutual fund sub-advised by SBAM with investment strategies substantially similar to those of the Fund. As noted above, the Board was aware that the SBAM personnel providing portfolio management services to the Fund prior to the Transfer were expected to continue to do so as personnel of NAM following the Transfer.

C. Sub-Advisory Fees and Profitability

At the May Meeting, the Board Members considered the Fund’s proposed management fees and net expense ratio. In this regard, the Board had considered, among other things, the proposed sub-advisory fee to be paid to SBAM in light of the sub-advisory services expected to be provided to the Fund, as well as comparative data of the fees SBAM has charged to certain other clients. At the August Meeting, the Board considered the proposed sub-advisory fee to be paid to NAM. The Board recognized that NAM’s sub-advisory fee under the New Sub-Advisory Agreement would be the same as SBAM’s sub-advisory fee under the SBAM Sub-Advisory Agreement. Further, the Board observed that the appointment of NAM would not change the management fees incurred by the Fund as the Adviser pays the sub-adviser out of the unitary fee it receives from the Fund and the compensation paid to NAM would be the responsibility of the Adviser, not the Fund. In addition, due to their experience with other Nuveen funds, the Board Members were familiar with NAM’s fee rates for portfolio management services provided to other Nuveen funds. Further, the Board Members had previously considered information regarding fee rates charged to certain other types of clients (which may include retail and institutional managed accounts advised by NAM; hedge funds managed by NAM; investment companies offered outside the Nuveen family and sub-advised by NAM; foreign investment companies offered by Nuveen and sub-advised by NAM; and collective investment trusts sub-advised by NAM). In evaluating the New Sub-Advisory Agreement, based on its review, the Board concluded that NAM’s sub-advisory fee was reasonable in light of the nature, extent and quality of services expected to be provided to the Fund.

With respect to profitability, at the May Meeting and/or at other meetings, the Board Members considered the profitability of the various sub-advisers to the Nuveen funds (including NAM) from their relationships with the Nuveen funds. In this regard, the Independent Board Members had reviewed, among other things, NAM’s revenues, expenses and net revenue margins (pre- and post-tax) for its advisory activities for the calendar year ended December 31, 2020 as well as its pre- and post-tax net revenue margins for 2020 compared to such margins for 2019. The Independent Board Members had also reviewed a profitability analysis reflecting the revenues, expenses and revenue margin (pre- and post-tax) by asset type for NAM for the calendar year ending December 31, 2020 and the pre- and post-tax revenue margins from 2020 and 2019. Based on their review, the Board Members had noted that NAM’s level of profitability was acceptable and not unreasonable in light of the services provided; this conclusion did not change as a result of the New Sub-Advisory Agreement.

D. Economies of Scale

At the May Meeting, the Board considered whether economies of scale were expected to be achieved as the Fund grows and whether any such economies of scale were expected to be shared with shareholders. The Board had recognized that consistent with other Nuveen ETFs, the Fund would pay a unitary fee to the Adviser and, in turn, the Adviser would be generally responsible for the operating expenses incurred by the Fund, including the fee paid to the Fund’s sub-adviser. The Board had noted that with respect to Nuveen funds generally, although the management fee of the Adviser is typically comprised of a fund-level component and a complex-level component each with its own breakpoint schedule, the Nuveen ETFs, including the Fund, do not have breakpoint schedules and do not participate in the complex-level fee program. Based on their review, the Independent Board Members had concluded that the Fund’s proposed unitary fee structure (which would not include breakpoints or participation in the complex-level fee program) was acceptable; this conclusion did not change as a result of the New Sub-Advisory Agreement.

E. Indirect Benefits

At the May Meeting and/or at other meetings, the Board Members considered any indirect benefits that the various sub-advisers to the Nuveen funds (including NAM and SBAM) or their respective affiliates may receive as a result of their relationship with the Nuveen funds. Additionally, the Board Members have noted that various sub-advisers (including NAM and SBAM) may engage in soft dollar transactions pursuant to which they may receive the benefit of research products and other services provided by broker-dealers executing portfolio transactions on behalf of the applicable Nuveen funds. The Board has noted, however, that portfolio managers and research analysts of NAM and another affiliated sub-adviser share research obtained through certain commission sharing arrangements and as a result, NAM reimbursed the respective Nuveen funds for approximately 70% of the expenses associated with the research-related component of the soft dollar commissions paid by all NAM-managed equity funds (subject to certain exceptions) (the “NAM Equity Funds”) in 2020. It is anticipated that NAM will reimburse 100% of the research-related components of the NAM Equity Funds’ soft dollar expenses in 2021. The Board Members have also noted that when transacting in fixed-income securities, the benefits for a sub-adviser that engages in soft dollar transactions may be more limited as such securities generally trade on a principal basis and therefore do not generate brokerage commissions.

Based on its review, taking into account the New Sub-Advisory Agreement, the Board concluded that any indirect benefits expected to be received by NAM as a result of its relationship with the Fund were reasonable and within acceptable parameters.

 

57


Annual Investment Management Agreement Approval Process (Unaudited) (continued)

 

F. Approval of the New Sub-Advisory Agreement

The Board Members did not identify any single factor discussed previously as all important or controlling. The Board Members concluded that the terms of the New Sub-Advisory Agreement are fair and reasonable, that NAM’s fees are reasonable in light of the services to be provided to the Fund and that the New Sub-Advisory Agreement should be and was approved.

PART III

Nuveen Growth Opportunities ETF

At a meeting held on August 2-4, 2021 (the “Meeting”), the Board considered and approved the investment management agreement (for purposes of this Part III, the “Investment Management Agreement”) pursuant to which Nuveen Fund Advisors, LLC (the “Adviser”) as investment adviser to Nuveen Growth Opportunities ETF (for purposes of this Part III, the “Fund”), and the investment sub-advisory agreement (for purposes of this Part III, the “Sub-Advisory Agreement”) pursuant to which Nuveen Asset Management, LLC (for purposes of this Part III, the “Sub-Adviser”) would serve as the investment sub-adviser to the Fund. For purposes of this Part III, the Adviser and the Sub-Adviser are each hereafter a “Fund Adviser.” In addition, for purposes of this Part III, the Investment Management Agreement and the Sub-Advisory Agreement are each hereafter an “Advisory Agreement” and collectively, the “Advisory Agreements.”

Although the 1940 Act requires that approvals of the Fund’s Advisory Agreements be approved by the in-person vote of a majority of the Independent Board Members, the Meeting was held virtually through the internet in view of the health risks associated with holding an in-person meeting during the COVID-19 pandemic and governmental restrictions on gatherings. The Meeting was held virtually in reliance on certain exemptive relief the Securities and Exchange Commission provided to registered investment companies providing temporary relief from the in-person voting requirements of the 1940 Act with respect to the approval of a fund’s advisory agreement in light of these challenges.

To assist the Board in its evaluation of an Advisory Agreement with a Fund Adviser at the Meeting, the Independent Board Members had received, in adequate time in advance of the Meeting or at other meetings, materials which outlined, among other things:

 

   

the nature, extent and quality of the services expected to be provided by the Fund Adviser;

 

   

the organization of the Fund Adviser, including the responsibilities of various departments and key personnel;

 

   

the relevant expertise and background of the Fund Adviser with respect to the Fund’s investment strategy;

 

   

certain performance-related information (as described below);

 

   

certain profitability-related information (as described below);

 

   

the Fund’s proposed unitary fee structure, including comparisons of the Fund’s proposed unitary fee with the net expense ratios of comparable funds; and

 

   

the soft dollar practices of the Fund Adviser, if any.

At the Meeting and/or at other meetings, the Adviser made presentations to and responded to questions from the Board. During the Meeting and/or at other meetings, the Independent Board Members also met privately with their legal counsel to, among other things, review the Board’s duties under the 1940 Act, the general principles of state law in reviewing and approving advisory contracts, the standards used by courts in determining whether investment company boards of directors have fulfilled their duties, factors to be considered in voting on advisory contracts and an adviser’s fiduciary duty with respect to advisory agreements and compensation. It is with this background that the Independent Board Members considered the Advisory Agreements. As outlined in more detail below, the Independent Board Members considered various factors they believed relevant with respect to the Fund. Each Board Member may have accorded different weight to the various factors and information discussed below in reaching his or her conclusions with respect to the Fund’s Advisory Agreements. The Board Members also drew on information they had received in their capacity as trustees and directors, as applicable, of other registered investment companies advised by the Fund Advisers.

A. Nature, Extent and Quality of Services

The Independent Board Members considered the nature, extent and quality of the respective Fund Adviser’s services, including portfolio management services and administrative services. Given that the Adviser and the Sub-Adviser already serve as adviser and sub-adviser, respectively, to other Nuveen funds overseen by the Board Members, the Board has a good understanding of each such Fund Adviser’s organization, operations, personnel and services. As the Independent Board Members meet regularly throughout the year to oversee the Nuveen funds, including funds currently advised by the Fund Advisers, the Independent Board Members, have, in part, relied upon their knowledge from their meetings and any other interactions throughout the year with the respective Fund Adviser in evaluating the Advisory Agreements.

The Independent Board Members recognized that open-end exchange-traded funds (“ETFs”) were added to the Nuveen fund product line in 2016 and they considered information about the structure, investment objective, investment strategy and other characteristics of the Fund. In this regard, the Independent Board Members noted that in contrast to most of the other ETFs in the Nuveen fund product line (which seek to track the

 

58


 

investment results of a specified underlying index and publish their portfolio holdings on a daily basis), the Fund would be actively managed and would not publish the daily holdings of its actual portfolio, but rather would disclose the daily holdings of a portfolio transparency substitute derived from actual fund holdings (a “proxy portfolio”). (In light of its structure, the Fund may be referred to as a “semi-transparent ETF.”)

The Board has recognized that the Nuveen funds operate in a highly regulated industry and, therefore, the Adviser has provided a wide array of management, oversight and administrative services to manage and operate the funds, and the scope and complexity of these services have expanded over time as a result of, among other things, regulatory and other developments. The Board accordingly has considered the extensive resources, tools and capabilities available to the Adviser to operate and manage the Nuveen funds. With respect to the Adviser, as a general matter, some of these services it and its affiliates provide to the Nuveen funds include, but are not limited to: product management (such as setting dividends, analyzing fund expenses, providing competitive analysis, and providing due diligence support); investment oversight, risk management and securities valuation services (such as overseeing and reviewing the various sub-advisers to the Nuveen funds and their investment teams; analyzing fund performance and risk data; overseeing operational and risk management; participating in financial statement, marketing and risk disclosures; providing daily valuation services and developing related valuation policies, procedures and methodologies; periodic testing of audit and regulatory requirements; participating in product development and management processes; participating in leverage management, liquidity monitoring and counterparty credit oversight; providing due diligence and overseeing fund accounting and custody providers; overseeing third party pricing services and periodically assessing investment and liquidity risks); fund administration (such as preparing fund tax returns and other tax compliance services; preparing regulatory filings; overseeing the funds’ independent public accountants and other service providers; analyzing products and enhancements; and managing fund budgets and expenses); oversight of shareholder services and transfer agency functions (such as overseeing transfer agent service providers which include registered shareholder customer service and transaction processing; overseeing proxy solicitation and tabulation services; and overseeing the production and distribution of financial reports by service providers); 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 managing compliance policies; monitoring compliance with applicable fund policies and laws and regulations; devising internal compliance programs and a framework to review and assess compliance programs; evaluating the compliance programs of the various sub-advisers to the Nuveen funds and certain other service providers; responding to regulatory requests; and preparing compliance training materials); and legal support and oversight of outside law firms (such as helping to prepare and file registration statements and proxy statements; overseeing fund activities and providing legal interpretations regarding such activities; maintaining regulatory registrations and negotiating agreements with other fund service providers; and monitoring changes in regulatory requirements and commenting on rule proposals impacting investment companies).

The Independent Board Members noted that the Adviser would oversee the Sub-Adviser, which was generally expected to provide portfolio advisory services to the Fund. In addition, the Independent Board Members recognized the relevant experience and expertise of the investment team expected to manage the Fund.

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 the Sub-Adviser. In addition, the Independent Board Members were aware that one of the Fund’s portfolio managers, who joined Nuveen in April 2021, had served as a portfolio manager to a comparable fund (the “Comparable Fund”) at another investment firm beginning in 2012 and became lead portfolio manager to the Comparable Fund in 2016. Accordingly, the Independent Board Members reviewed certain historical performance-related data pertaining to the Comparable Fund (including, among other things, returns for the one-year, three-year, five-year and ten-year periods as of March 31, 2021 and certain other statistics).

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 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 operating expenses incurred by the Fund, subject to certain exceptions. In this regard, the Independent Board Members were provided with estimates of the Fund’s anticipated operating expenses that would be paid by the Adviser from the unitary fee as well as a description of the expenses excluded from the unitary fee. In considering the proposed unitary fee structure, the Independent Board Members recognized 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.

 

59


Annual Investment Management Agreement Approval Process (Unaudited) (continued)

 

In their review, the Independent Board Members reviewed, among other things, the Fund’s proposed unitary fee compared to fee and expense data of custom peer groups, including a group of active semi-transparent ETFs that the Adviser considered comparable to the Fund in certain respects. Because the Fund will pay a unitary fee, the Board determined that expense ratios were the most relevant comparative data point. Further, the Independent Board Members considered the proposed sub-advisory fee for the Fund, which 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 expected 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 including providing a level of cost certainty by shifting to the Adviser the risk that some of the costs of operating the Fund may rise and providing an incentive to the Adviser to maximize administrative efficiencies.

The Board has noted at the Meeting and/or at other meetings that the Fund Advisers provide services to other types of clients. In this regard, the Board has considered information regarding the fee rates the respective Fund Advisers charge 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 retail and institutional managed accounts advised by the Sub-Adviser; hedge funds managed by the Sub-Adviser; investment companies offered outside the Nuveen family and sub-advised by the Sub-Adviser; foreign investment companies offered by Nuveen and sub-advised by the Sub-Adviser; and collective investment trusts sub-advised by the Sub-Adviser. The Board has also noted that the Adviser acts as investment adviser to other ETFs sponsored by Nuveen.

The Board recognized that the Fund would have an affiliated sub-adviser and, with respect to affiliated sub-advisers, has reviewed, among other things, the range of fees assessed for managed accounts, hedge funds (along with their performance fee) and foreign investment companies offered by Nuveen, as applicable. The Board also has reviewed the fee range and average fee rate of certain selected investment strategies offered in retail and institutional managed accounts advised by the Sub-Adviser, the hedge funds advised by the Sub-Adviser (along with their performance fee) and non-Nuveen investment companies sub-advised by certain affiliated sub-advisers.

In considering the fee data of other clients, the Board has recognized, among other things, the differences in the amount, type and level of services provided to the Nuveen funds relative to other clients 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 has recognized the breadth of services the Adviser provides to the Nuveen funds compared to the other types of clients as the funds operate in a highly regulated industry with increasing regulatory requirements as well as the increased entrepreneurial, legal and regulatory risks that the Adviser incurs in sponsoring and managing the funds. Further, with respect to ETFs, the Board has considered that certain Nuveen ETFs are passively managed compared to the active management of other Nuveen funds, which has contributed to the differences in fee levels between such 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 has further considered that the Sub-Adviser’s fee is essentially for portfolio management services and therefore, with respect to an affiliated sub-adviser, more comparable to the fees it receives for retail wrap accounts and other external sub-advisory mandates, as applicable. The Board has recognized that the varying levels of fees are 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

At the time of the Meeting, the Fund had not commenced operations and it was not possible to predict the effect on profitability of the Fund. The Independent Board Members, however, considered the estimated operating expenses to be paid by the Adviser pursuant to the unitary fee.

In conjunction with their review of fees, at the Meeting and/or at other meetings, the Independent Board Members also have considered profitability and other financial data for Nuveen, including information regarding Nuveen’s level of profitability for its advisory services to the Nuveen funds for the calendar years 2020 and 2019. The Board has 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 and excluding distribution) from Nuveen funds only; revenues, expenses and net income (pre- and post-tax and before distribution expenses) of Nuveen for fund advisory services; and comparative profitability data comparing the operating margins of Nuveen compared to the adjusted operating margins of certain peers that had publicly available data and with the most comparable assets under management (based on asset size and asset composition) for the 2019 and 2020 calendar years. In reviewing the peer comparison data, the Independent Board Members have noted that Nuveen Investments, Inc.’s

 

60


 

operating margins were on the low range compared to the total company adjusted operating margins of the peers. The Board has also reviewed the revenues and expenses the Adviser derived from its ETF product line for the 2019 and 2020 calendar years.

In reviewing the profitability data, the Independent Board Members have recognized the subjective nature of calculating profitability as the information is not audited and is dependent on cost allocation methodologies to allocate corporate-wide expenses to the Nuveen complex and its affiliates and to further allocate such Nuveen complex expenses between the Nuveen fund and non-fund businesses. Generally, fund-specific expenses are allocated to the Nuveen funds and partial fund-related expenses and/or corporate overhead and shared costs (such as legal and compliance, accounting and finance, information technology and human resources and office services) are partially attributed to the funds pursuant to cost allocation methodologies. The Independent Board Members have reviewed a description of the cost allocation methodologies employed to develop the financial information, a summary of the history of changes to the methodology over the years from 2010 to 2020, and the net revenue margins derived from the Nuveen funds (pre-tax and including and excluding distribution) and total company margins from Nuveen Investments, Inc. compared to the firm-wide adjusted margins of the peers for each calendar year from 2010 to 2020. The Board had also appointed three Independent Board Members to serve as the Board’s liaisons, with the assistance of independent counsel, to review the development of the profitability data and any proposed changes to the cost allocation methodology prior to incorporating any such changes and to report to the full Board. The Board has recognized that other reasonable and valid allocation methodologies could be employed and could lead to significantly different results. The Independent Board Members have also considered the key drivers behind the revenue and expense changes that impacted Nuveen’s net margins between 2019 and 2020. The Board has also noted the reinvestments Nuveen and/or its parent made into its business through, among other things, the investment of seed capital in certain Nuveen funds and continued investments in enhancements to information technology, portfolio accounting systems and the global trading platform.

In reviewing the comparative peer data noted above, the Board has considered that the operating margins of Nuveen Investments, Inc. were in the lower half of the peer group range; however, the Independent Board Members have also recognized the limitations of the comparative data given that peer data is not generally public and the calculation of profitability is subjective and affected by numerous factors (such as types of funds a peer manages, its business mix, its cost of capital, the numerous assumptions underlying the methodology used to allocate expenses and other factors) that can have a significant impact on the results.

Aside from Nuveen’s profitability, the Board has recognized that the Adviser is a subsidiary of Nuveen, LLC, the investment management arm of Teachers Insurance and Annuity Association of America (“TIAA”). Accordingly, the Board has also reviewed a balance sheet for TIAA reflecting its assets, liabilities and capital and contingency reserves for the 2020 and 2019 calendar years to consider the financial strength of TIAA. The Board has recognized the benefit of an investment adviser and its parent with significant resources, particularly during periods of market volatility as experienced with the COVID-19 pandemic.

In addition to Nuveen, the Independent Board Members have considered the profitability of the Sub-Adviser from its relationships with the Nuveen funds. In this regard, the Independent Board Members have reviewed, among other things, the Sub-Adviser’s revenues, expenses and net revenue margins (pre- and post-tax) for its advisory activities for the calendar year ended December 31, 2020 as well as its pre- and post-tax net revenue margins for 2020 compared to such margins for 2019. The Independent Board Members have also reviewed a profitability analysis reflecting the revenues, expenses and revenue margin (pre- and post-tax) by asset type for the Sub-Adviser for the calendar year ending December 31, 2020 and the pre- and post-tax revenue margins from 2020 and 2019.

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 has noted that Nuveen’s and the Sub-Adviser’s level of profitability was acceptable and not unreasonable in light of the services to be provided.

D. Economies of Scale and Whether Fee Levels Reflect These Economies of Scale

With respect to economies of scale, the Independent Board Members have recognized that, in general, as the assets of a particular Nuveen fund or the Nuveen complex in the aggregate increase over time, economies of scale may be realized with respect to the management of the Nuveen funds. In this regard, the Independent Board Members considered whether economies of scale were expected to be achieved as the Fund grows and whether any such economies of scale were expected to be shared with shareholders. The Board has recognized that although economies of scale are difficult to measure and certain expenses may not decline with a rise in assets, there are several methods to help share the benefits of economies of scale, including breakpoints in the management fee schedule, fee waivers and/or expense limitations, the pricing of Nuveen funds at scale at inception and investments in Nuveen’s business which can enhance the services provided to the Nuveen funds for the fees paid. The Board noted that with respect to Nuveen funds generally, although the management fee of the Adviser is typically comprised of a fund-level component and a complex-level component each with its own breakpoint schedule, the Nuveen ETFs, including the Fund, do not have breakpoint schedules and do not participate in the complex-level fee program. The Fund also does not have an expense limitation agreement with the Adviser given the Adviser generally pays the operating expenses of the Fund (subject to certain exceptions) under the unitary fee structure and therefore incurs the risk of increases in such Fund operating expenses. The Board, however, also recognized that the Adviser would benefit from any reduction in fixed

 

61


Annual Investment Management Agreement Approval Process (Unaudited) (continued)

 

costs covered by the unitary fee but that the unitary fee schedule also provides shareholders with a level of certainty of the expenses of the Fund. The Independent Board Members further considered the Adviser’s representation that it believed the unitary fee for the Fund was priced at scale at inception.

Based on their review, the Independent Board Members concluded that the Fund’s proposed unitary fee structure (which would not include breakpoints or participation in the complex-level fee program) was acceptable.

E. Indirect Benefits

At the Meeting and/or other meetings, the Independent Board Members have received and considered information regarding other benefits that a Fund Adviser or its affiliates may receive as a result of their relationship with the Nuveen funds. In addition, the Independent Board Members have also noted that various sub-advisers (including the Sub-Adviser) may engage in soft dollar transactions pursuant to which they may receive the benefit of research products and other services provided by broker-dealers executing portfolio transactions on behalf of the applicable Nuveen funds. The Board has noted, however, that portfolio managers and research analysts of the Sub-Adviser and another affiliated sub-adviser share research obtained through certain commission sharing arrangements and as a result, the Sub-Adviser reimbursed the respective Nuveen funds for approximately 70% of the expenses associated with the research-related component of the soft dollar commissions paid by all equity funds managed by the Sub-Adviser (subject to certain exceptions) (the “Sub-Advised Equity Funds”) in 2020. It is anticipated that the Sub-Adviser will reimburse 100% of the research-related components of the Sub-Advised Equity Funds’ soft dollar expenses in 2021. The Board has also noted that any benefits for a sub-adviser when transacting in fixed-income securities may be more limited as such securities generally trade on a principal basis and therefore do not generate brokerage commissions.

Based on its review, the Board concluded that any indirect benefits expected to be received by a Fund Adviser as a result of its relationship with the Fund were reasonable and within acceptable parameters.

F. Approval

The Independent Board Members did not identify any single factor discussed previously as all-important or controlling. The Board Members, including a majority of the Independent Board Members, concluded that the terms of the Investment Management Agreement and Sub-Advisory Agreement were fair and reasonable, that the respective Fund Adviser’s fees were reasonable in light of the services to be provided to the Fund and that the Investment Management Agreement and Sub-Advisory Agreement should be and were approved on behalf of the Fund.

 

62


Liquidity Risk Management Program

(Unaudited)

 

Discussion of the operation and effectiveness of the Funds’ liquidity risk management program

In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”), each Fund covered in this Report the “Funds”) has adopted and implemented a liquidity risk management program (the “Program”), which is designed to manage the Fund’s liquidity risk. The Program consists of various protocols for assessing and managing each Fund’s liquidity risk. The Funds’ Board of Trustees previously designated Nuveen Fund Advisors, LLC, the Funds’ investment adviser, as the Administrator of the Program. The adviser’s Liquidity Monitoring and Analysis Team (“LMAT”) carries out day-to-day Program management with oversight by the adviser’s Liquidity Oversight Sub-Committee (the LOSC”). The LOSC is composed of personnel from the adviser and Teachers Advisors, LLC, an affiliate of the adviser.

At a May 26, 2021 meeting of the Board, the Administrator provided the Board with a written report addressing the Program’s operation, adequacy and effectiveness of implementation for calendar year 2019 (the “Review Period”), as required under the Liquidity Rule. The report noted that the Pro- gram has been and continues to be adequately and effectively implemented to monitor and (as applicable) respond to each Fund’s liquidity developments.

In accordance with the Program, the LMAT assesses each Fund’s liquidity risk no less frequently than annually based on various factors, such as (1) the Fund’s investment strategy and the liquidity of portfolio investments, (ii) cash flow projections, and (ii) holdings of cash and cash equivalents, borrowing arrangements, and other funding sources. Certain factors are considered under both normal and reasonably foreseeable stressed conditions.

Each Fund portfolio investment is classified into one of four liquidity categories (including the most liquid, “Highly Liquid”, and the least liquid, “lliquid”, discussed below), The classification is based on a determination of how long it is reasonably expected to take to convert the investment into cash, or sell or dispose of the investment, in current market conditions without significantly changing the market value of the investment Liquidity classification determinations take into account various market, trading, and investment-specific considerations, as well as market depth, and use third-party vendor data.

Any Fund that does not primarily hold highly liquid investments must, among other things, determine a minimum percentage of Fund assets that must be invested in highly liquid investments (a “Highly Liquid Investment Minimum”). During the Review Period, Nuveen California High Yield Municipal Bond Fund determined that it would hold a minimum of 25% of its assets in highly liquid investments, and it maintained at least that amount during the Review period. Nuveen California Municipal Bond Fund, primarily held Highly Liquid investments and therefore was exempt from the requirement to adopt a Highly Liquid Investment Minimum and to comply with the related requirements under the Liquidity Rule.

The Liquidity Rule also limits a Fund’s investments in Illiquid investments. Specifically, the Liquidity Rule prohibits a Fund from acquiring Illiquid investments if doing so would result in the Fund holding more than 15% of its net assets in illiquid investments, and requires certain reporting to the Fund Board and the Securities and Exchange Commission any time a Fund’s holdings of Illiquid investments exceeds 15% of net assets. During the Review Period, no Fund exceeded the 15% limit on Illiquid investments. However, the Nuveen California High Yield Municipal Bond Fund exceeded the 15% limit on Illiquid investments for two business days after the end of the Review Period, which will be discussed in next year’s annual shareholder report in connection with discussing the operations of that Fund’s liquidity risk management program during 2020.

 

63


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. 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

  Chair and Trustee   2008   Formerly, a Co-Founding Partner, Promus Capital (investment advisory firm) (2008-2017); Director, Quality Control Corporation (manufacturing) (since 2012); member: Catalyst Schools of Chicago Board (since 2008) and Mather Foundation Board (philanthropy) (since 2012), and chair of its investment committee; formerly, Director, Fulcrum IT Services LLC (information technology services firm to government entities) (2010-2019); formerly, Director, LogicMark LLC (health services) (2012-2016); formerly, Director, Legal & General Investment Management America, Inc. (asset management) (2008-2013); formerly, CEO and President, Northern Trust Global Investments (financial services) (2004-2007); Executive Vice President, Quantitative Management & Securities Lending (2000-2004); prior thereto, various positions with Northern Trust Company (financial services) (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).   142

Jack B. Evans

1948

333 W. Wacker Drive Chicago, IL 60606

  Trustee   1999   Chairman (since 2019), formerly, President (1996-2019), The Hall-Perrine Foundation, (private philanthropic corporation); Life Trustee of Coe College; formerly, Member and President Pro-Tem of the Board of Regents for the State of Iowa University System (2007- 2013); Director and Chairman (2009-2021), United Fire Group, a publicly held company; Director, Public Member, American Board of Orthopaedic Surgery (2015-2020); Director (2000-2004), Alliant Energy; Director (1996-2015), The Gazette Company (media and publishing); Director (1997- 2003), Federal Reserve Bank of Chicago; President and Chief Operating Officer (1972-1995), SCI Financial Group, Inc., (regional financial services firm).   142

 

64


 

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; formerly, 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.   142

Amy B. R. Lancellotta

1959

333 W. Wacker Drive Chicago, IL 60606

  Trustee   2021   Formerly, Managing Director, Independent Directors Council (IDC) (supports the fund independent director community and is part of the Investment Company Institute (ICI), which represents regulated investment companies) (2006-2019); formerly, various positions with ICI (1989-2006); Member of the Board of Directors, Jewish Coalition Against Domestic Abuse (JCADA) (since 2020).   142

Joanne T. Medero

1954

333 W. Wacker Drive Chicago, IL 60606

  Trustee   2021   Formerly, Managing Director, Government Relations and Public Policy (2009-2020) and Senior Advisor to the Vice Chairman (2018-2020), BlackRock, Inc. (global investment management firm); formerly, Managing Director, Global Head of Government Relations and Public Policy, Barclays Group (IBIM) (investment banking, investment management and wealth management businesses)(2006-2009); formerly, Managing Director, Global General Counsel and Corporate Secretary, Barclays Global Investors (global investment management firm) (1996-2006); formerly, Partner, Orrick, Herrington & Sutcliffe LLP (law firm) (1993-1995); formerly, General Counsel, Commodity Futures Trading Commission (government agency overseeing U.S. derivatives markets) (1989-1993); formerly, Deputy Associate Director/Associate Director for Legal and Financial Affairs, Office of Presidential Personnel, The White House (1986-1989); Member of the Board of Directors, Baltic-American Freedom Foundation (seeks to provide opportunities for citizens of the Baltic states to gain education and professional development through exchanges in the U.S.) (since 2019).   142

Albin F. Moschner

1952

333 W. Wacker Drive Chicago, IL 60606

  Trustee   2016   Founder and Chief Executive Officer, Northcroft Partners, LLC, (management consulting) (since 2012); formerly, Chairman (2019), and Director (2012-2019), USA Technologies, Inc., (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. (consumer wireless services), 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 (telecommunication services) (1999-2000); formerly, Vice Chairman of the Board, Diba, Incorporated (internet technology provider) (1996-1997); formerly, various executive positions (1991-1996) including Chief Executive Officer (1995-1996) of Zenith Electronics Corporation (consumer electronics).   142

 

65


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

John K. Nelson

1962 333

W. Wacker Drive Chicago, IL 60606

  Trustee   2013   Member of Board of Directors of Core12 LLC. (private firm which develops branding, marketing and communications strategies for clients) (since 2008); 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.   142

Judith M. Stockdale

1947

333 W. Wacker Drive Chicago, IL 60606

  Trustee   1997   Board Member, Land Trust Alliance (national public charity addressing natural land and water conservation in the U.S.) (since 2013); formerly, Board Member, U.S. Endowment for Forestry and Communities (national endowment addressing forest health, sustainable forest production and markets, and economic health of forest-reliant communities in the U.S.) (2013-2019); formerly, Executive Director (1994-2012), Gaylord and Dorothy Donnelley Foundation (private foundation endowed to support both natural land conservation and artistic vitality); prior thereto, Executive Director, Great Lakes Protection Fund (endowment created jointly by seven of the eight Great Lakes states’ Governors to take a regional approach to improving the health of the Great Lakes) (1990-1994).   142

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); formerly, Director, Cboe Global Markets, Inc., (2010-2020) (formerly named CBOE Holdings, Inc.); formerly, Commissioner, New York State Commission on Public Authority Reform (2005-2010).   142

Matthew Thornton III

1958

333 W. Wacker Drive Chicago, IL 60606

  Trustee   2020   Formerly, Executive Vice President and Chief Operating Officer (2018-2019), FedEx Freight Corporation, a subsidiary of FedEx Corporation (“FedEx”) (provider of transportation, e-commerce and business services through its portfolio of companies); formerly, Senior Vice President, U.S. Operations (2006-2018), Federal Express Corporation, a subsidiary of FedEx; formerly Member of the Board of Directors (2012-2018), Safe Kids Worldwide® (a non-profit organization dedicated to preventing childhood injuries). Member of the Board of Directors (since 2014), The Sherwin-Williams Company (develops, manufactures, distributes and sells paints, coatings and related products); Director (since 2020), Crown Castle International (provider of communications infrastructure).   142

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 (legal services, 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.   142

 

66


 

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

Robert L. Young

1963

333 W. Wacker Drive Chicago, IL 60606

  Trustee   2017   Formerly, Chief Operating Officer and Director, J.P. Morgan Investment Management Inc. (financial services) (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. (financial services) (formerly, One Group Dealer Services, Inc.) (1999-2017).   142

 

Name,

Year of Birth

& Address

 

Position(s)

Held with

the Funds

  Year First
Elected or
Appointed (2)
 

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, LLC (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, LLC (since 2018).

Diana R. Gonzalez

1978

333 W. Wacker Drive Chicago, IL 60606

  Vice President and Secretary   2017   Vice President and Assistant Secretary of Nuveen Fund Advisors, LLC (since 2017); Vice President and Associate General Counsel of Nuveen (since 2017); formerly, Associate General Counsel of Jackson National Asset Management, LLC (2012-2017).

Nathaniel T. Jones

1979

333 W. Wacker Drive Chicago, IL 60606

  Vice President and Treasurer   2016   Senior Managing Director (since 2021), formerly, Managing Director (2017-2021), Senior Vice President (2016-2017), Vice President (2011- 2016) of Nuveen; Managing Director (since 2015) of Nuveen Fund Advisors, LLC; Chartered Financial Analyst.

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.

Brian J. Lockhart

1974

333 W. Wacker Drive Chicago, IL 60606

  Vice President   2019   Managing Director (since 2019) of Nuveen Fund Advisors, LLC; Senior Managing Director (since 2021), formerly, Managing Director (2017-2021), 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 (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) (2013-2019).

 

67


Trustees and Officers (Unaudited) (continued)

 

Name,

Year of Birth

& Address

 

Position(s)

Held with

the Funds

  Year First
Elected or
Appointed (2)
 

Principal Occupation(s)

During Past 5 Years

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) and Secretary (since 2016) of Nuveen Fund Advisors, LLC, formerly, Co-General Counsel (2011-2020), Executive Vice President (2016-2017), Managing Director (2008-2016) and Assistant Secretary (2007-2016); Senior Managing Director (since 2017), Secretary (since 2016) of Nuveen Asset Management, LLC, formerly, Associate General Counsel (2011-2020), Executive Vice President (2016-2017) and Managing Director and Assistant Secretary (2011-2016); Vice President (since 2007) and Secretary (since 2016), formerly, Assistant Secretary, of NWQ Investment Management Company, 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 and Assistant Secretary   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.

Deann D. Morgan

1969

730 Third Avenue New York, NY 10017

  Vice President   2020   President, Nuveen Fund Advisors, LLC (since 2020); Executive Vice President, Global Head of Product at Nuveen (since 2019); Co-Chief Executive Officer of Nuveen Securities, LLC (since 2020); Managing Member of MDR Collaboratory LLC (since 2018); formerly. Managing Director, Head of Wealth Management Product Structuring & COO Multi Asset Investing. The Blackstone Group (2013-2017).

Christopher M. Rohrbacher 1971

333 W. Wacker Drive Chicago, IL 60606

  Vice President and Assistant Secretary   2008   Managing Director and Assistant Secretary (since 2017) of Nuveen Securities, LLC; Managing Director (since 2017), General Counsel (since 2020), and Assistant Secretary (since 2016), formerly, Senior Vice President (2016-2017), of Nuveen Fund Advisors, LLC; Managing Director, Associate General Counsel and Assistant Secretary of Nuveen Asset Management, LLC (since 2020); Managing Director (since 2017) and Associate General Counsel (since 2016), formerly, Senior Vice President (2012-2017) and 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

8500 Andrew Carnegie Blvd. Charlotte, NC 28262

  Vice President and Controller   2019   Senior Managing Director, Head of Public Investment Finance at Nuveen (since 2019), formerly, Managing Director; Senior Managing Director (since 2019) of Nuveen Fund Advisors, LLC; Principal Financial Officer, Principal Accounting Officer and Treasurer (since 2017) of the TIAA-CREF Funds, the TIAA-CREF Life Funds, the TIAA Separate Account VA-1 and Principal Financial Officer, Principal Accounting Officer (since 2020) and Treasurer (since 2017) of the CREF Accounts; formerly, Senior Director, TIAA-CREF Fund Administration (2014-2015); has held various positions with TIAA since 2006.

Mark L. Winget

1968

333 W. Wacker Drive Chicago, IL 60606

  Vice President and Assistant Secretary   2008   Vice President and Assistant Secretary of Nuveen Securities, LLC (since 2008), and Nuveen Fund Advisors, LLC (since 2019); Vice President, Associate General Counsel and Assistant Secretary of Nuveen Asset Management, LLC (since 2020); Vice President (since 2010) and Associate General Counsel (since 2019), formerly, Assistant General Counsel (2008-2016) of Nuveen.

 

68


 

Name,

Year of Birth

& Address

 

Position(s)

Held with

the Funds

  Year First
Elected or
Appointed (2)
 

Principal Occupation(s)

During Past 5 Years

Gifford R. Zimmerman

1956

333 W. Wacker Drive Chicago, IL 60606

  Vice President and Chief Compliance Officer   1988   Formerly, Managing Director (2002-2020) and Assistant Secretary (2002-2020) of Nuveen Securities, LLC; formerly, Managing Director (2002-2020), Assistant Secretary (1997-2020) and Co-General Counsel (2011-2020) of Nuveen Fund Advisors, LLC; formerly, Managing Director (2004-2020) and Assistant Secretary (1994-2020) of Nuveen Investments, Inc.; formerly, Managing Director, Assistant Secretary and Associate General Counsel of Nuveen Asset Management, LLC (2011-2020); formerly, Vice President and Assistant Secretary of NWQ Investment Management Company, LLC (2002-2020), Santa Barbara Asset Management, LLC (2006-2020) and Winslow Capital Management, LLC (2010-2020); 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)

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.

 

69


Notes

 

 

70


Notes

 

 

71


LOGO

 

Nuveen:

Serving Investors for Generations

Since 1898, financial professionals 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 professional, 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, 333W.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-ETF-1021P        1936996-INV-Y-12/22


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, William C. Hunter and Albin F. Moschner, 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.

Mr. Moschner, Founder and Chief Executive Officer, Northcroft Partners, LLC, (management consulting) (since 2012); formerly, Chairman (2019), and Director (2012-2019), USA Technologies, Inc., (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., (consumer wireless services) 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 (telecommunication services) (1999-2000); formerly, Vice Chairman of the Board, Diba, Incorporated (internet technology provider) (1996-1997); formerly, various executive positions (1991-1996), including Chief Executive Officer (1995-1996) of Zenith Electronics Corporation (consumer electronics).

 

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 October 31, 2021

   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 ESG International Developed Markets Equity ETF

     19,070        0        0        0  

Nuveen ESG Dividend ETF 5

     14,540        0        0        0  

Nuveen ESG Emerging Markets Equity ETF

     20,070        0        0        0  

Nuveen ESG Large-Cap ETF

     16,540        0        0        0  

Nuveen ESG Large-Cap Growth ETF

     16,540        0        0        0  

Nuveen ESG Large-Cap Value ETF

     16,540        0        0        0  

Nuveen ESG Mid-Cap Growth ETF

     16,540        0        0        0  

Nuveen ESG Mid-Cap Value ETF

     16,540        0        0        0  

Nuveen ESG Small-Cap ETF

     16,540        0        0        0  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 152,920      $ 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.
5   Fund commenced operations on 09/27/2021

 

     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 ESG International Developed Markets Equity ETF

     0     0     0     0

Nuveen ESG Dividend ETF

     0     0     0     0

Nuveen ESG Emerging Markets Equity ETF

     0     0     0     0

Nuveen ESG Large-Cap ETF

     0     0     0     0

Nuveen ESG Large-Cap Growth ETF

     0     0     0     0

Nuveen ESG Large-Cap Value ETF

     0     0     0     0

Nuveen ESG Mid-Cap Growth ETF

     0     0     0     0

Nuveen ESG Mid-Cap Value ETF

     0     0     0     0

Nuveen ESG Small-Cap ETF

     0     0     0     0

October 31, 2020

   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 ESG International Developed Markets Equity ETF

     18,710       0       0       0  

Nuveen ESG Dividend ETF

     0       0       0       0  

Nuveen ESG Emerging Markets Equity ETF

     18,710       0       0       0  

Nuveen ESG Large-Cap ETF

     16,230       0       0       0  

Nuveen ESG Large-Cap Growth ETF

     16,230       0       0       0  

Nuveen ESG Large-Cap Value ETF

     16,230       0       0       0  

Nuveen ESG Mid-Cap Growth ETF

     16,230       0       0       0  

Nuveen ESG Mid-Cap Value ETF

     16,230       0       0       0  

Nuveen ESG Small-Cap ETF

     16,230       0       0       0  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 134,800     $ 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 ESG International Developed Markets Equity ETF

     0     0     0     0

Nuveen ESG Dividend ETF

     0     0     0     0

Nuveen ESG Emerging Markets Equity ETF

     0     0     0     0

Nuveen ESG Large-Cap ETF

     0     0     0     0

Nuveen ESG Large-Cap Growth ETF

     0     0     0     0

Nuveen ESG Large-Cap Value ETF

     0     0     0     0

Nuveen ESG Mid-Cap Growth ETF

     0     0     0     0

Nuveen ESG Mid-Cap Value ETF

     0     0     0     0

Nuveen ESG Small-Cap ETF

     0     0     0     0

 

Fiscal Year Ended October 31, 2021

   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 Dividend Growth ETF 5

     14,540        0        0        0  

Nuveen Small-Cap Select ETF 5

     14,540        0        0        0  

Nuveen Growth Opportunities ETF 6

     16,500        0        0        0  

Nuveen Winslow Large-Cap Growth ESG ETF 5

     14,540        0        0        0  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 60,120      $ 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.
5   Fund commended operations on 08/04/2021
6   Fund commended operations on 09/27/2021

 

     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 Dividend Growth ETF

     0     0     0     0

Nuveen Small-Cap Select ETF

     0     0     0     0

Nuveen Growth Opportunities ETF

     0     0     0     0

Nuveen Winslow Large-Cap Growth ESG ETF

     0     0     0     0

October 31, 2020

   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 Dividend Growth ETF

     0       0       0       0  

Nuveen Small-Cap Select ETF

     0       0       0       0  

Nuveen Growth Opportunities ETF

     0       0       0       0  

Nuveen Winslow Large-Cap Growth ESG ETF

     0       0       0       0  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 0     $ 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 Dividend Growth ETF

     0     0     0     0

Nuveen Small-Cap Select ETF

     0     0     0     0

Nuveen Growth Opportunities ETF

     0     0     0     0

Nuveen Winslow Large-Cap Growth ESG ETF

     0     0     0     0

 

Fiscal Year Ended October 31, 2021

   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 October 31, 2020

   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 October 31, 2021

   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 October 31, 2020

   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 October 31, 2021

   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 ESG International Developed Markets Equity ETF

     0        0        0        0  

Nuveen ESG Dividend ETF

     0        0        0        0  

Nuveen ESG Emerging Markets Equity ETF

     0        0        0        0  

Nuveen ESG Large-Cap ETF

     0        0        0        0  

Nuveen ESG Large-Cap Growth ETF

     0        0        0        0  

Nuveen ESG Large-Cap Value ETF

     0        0        0        0  

Nuveen ESG Mid-Cap Growth ETF

     0        0        0        0  

Nuveen ESG Mid-Cap Value ETF

     0        0        0        0  

Nuveen ESG Small-Cap 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 October 31, 2020

   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 ESG International Developed Markets Equity ETF

     0        0        0        0  

Nuveen ESG Dividend ETF

     0        0        0        0  

Nuveen ESG Emerging Markets Equity ETF

     0        0        0        0  

Nuveen Growth Opportunities ETF

     0        0        0        0  

Nuveen ESG Large-Cap Growth ETF

     0        0        0        0  

Nuveen ESG Large-Cap Value ETF

     0        0        0        0  

Nuveen ESG Mid-Cap Growth ETF

     0        0        0        0  

Nuveen ESG Mid-Cap Value ETF

     0        0        0        0  

Nuveen ESG Small-Cap 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.

 

Fiscal Year Ended October 31, 2021

   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)
 

Fund Name

        

Nuveen Dividend Growth ETF

     0        0        0  

Nuveen Small-Cap Select ETF

     0        0        0  

Nuveen Growth Opportunities ETF

     0        0        0  

Nuveen Winslow Large-Cap Growth ESG ETF

     0        0        0  
  

 

 

    

 

 

    

 

 

 

Total

   $ 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 October 31, 2020

   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)
 

Fund Name

        

Nuveen Dividend Growth ETF

     0        0        0  

Nuveen Small-Cap Select ETF

     0        0        0  

Nuveen Growth Opportunities ETF

     0        0        0  

Nuveen Winslow Large-Cap Growth ESG ETF

     0        0        0  
  

 

 

    

 

 

    

 

 

 

Total

   $ 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.

 

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, Albin F. Moschner, Judith M. Stockdale and Carole E. Stone, Chair.

 

ITEM 6.

SCHEDULE OF INVESTMENTS.

 

a)   See Portfolio of Investments in Item 1.

 

b)   Not applicable.

 

ITEM 7.

DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to this registrant.

 

ITEM 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to this registrant.

 

ITEM 9.

PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable to this registrant.

 

ITEM 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board 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/ Diana R. Gonzalez
   Diana R. Gonzalez
   Vice President and Secretary

Date: January 6, 2022

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)        /s/ Jordan M. Farris
   Jordan M. Farris
   Chief Administrative Officer
   (principal executive officer)

Date: January 6, 2022

 

By (Signature and Title)        /s/ E. Scott Wickerham
   E. Scott Wickerham
   Vice President and Controller
   (principal financial officer)

Date: January 6, 2022


Certification Pursuant to Section 302 of the Sarbanes-Oxley Act

EX-99.CERT

CERTIFICATIONS

I, Jordan M. Farris, certify that:

 

1.   I have reviewed this report on Form N-CSR of Nushares ETF Trust;

 

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

  a)   designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b)   designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c)   evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

  d)   disclosed in this report any change in the registrant’s internal control over financial reporting 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; and

 

5.   The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a)   all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

  b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: January 6, 2022

 

/s/ Jordan M. Farris
Jordan M. Farris
Chief Administrative Officer
(principal executive officer)


I, E. Scott Wickerham, certify that:

 

1.   I have reviewed this report on Form N-CSR of Nushares ETF Trust;

 

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

  a)   designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b)   designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c)   evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

  d)   disclosed in this report any change in the registrant’s internal control over financial reporting 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; and

 

5.   The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a)   all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

  b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: January 6, 2022

 

/s/ E. Scott Wickerham
E. Scott Wickerham
Vice President and Controller
(principal financial officer)

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

EX-99.906CERT

Certification Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002; provided by the Chief Executive Officer and Chief Financial Officer, based on each such officer’s knowledge and belief.

The undersigned officers of Nushares ETF Trust (the “Registrant”) certify that, to the best of each such officer’s knowledge and belief:

 

  1.   The Form N-CSR of the Registrant for the period ended October 31, 2021 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  2.   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: January 6, 2022

 

/s/ Jordan M. Farris
Jordan M. Farris
Chief Administrative Officer
(principal executive officer)
/s/ E. Scott Wickerham
E. Scott Wickerham
Vice President and Controller
(principal financial officer)