Nuveen Investment Trust II
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Fund
Name – ETF Class Shares |
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Listing
Exchange |
Ticker
Symbol |
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Nuveen
Dividend Growth Fund |
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NYSE
Arca, Inc. |
NUDG |
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This
prospectus describes only the ETF Class shares of the Fund. The Fund is
for long-term investors. The Fund’s ETF Class shares are listed on a
national securities exchange and, unlike mutual fund shares, are not
individually redeemable. An investment in the Fund’s ETF Class shares is
not an investment in a mutual fund. In addition to the ETF Class shares,
the Fund also offers the following mutual fund classes of shares: Class A,
Class C, Class R6 and Class I in a separate prospectus.
The
Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense. |
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Prospectus |
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Section
1 Fund
Summary
Section
2 How
We Manage Your Money
Section
3 How You
Can Buy and Sell Shares
Section
4 General
Information
Section
5 Financial
Highlights
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NOT
FDIC OR GOVERNMENT INSURED MAY
LOSE VALUE NO
BANK GUARANTEE |
Section
1
Fund Summary
Nuveen
Dividend Growth Fund
ETF
Class Shares
Investment
Objective
The
investment objective of the Fund is to seek an attractive total return comprised
of income from dividends and long-term capital
appreciation.
Fees
and Expenses of the Fund
The
table below describes the fees and expenses that you may pay if you buy, hold
and sell ETF Class shares of the Fund. You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, when buying or selling ETF Class shares of the Fund, which are
not reflected in this table or the example that follows:
Annual Fund Operating
Expenses
(expenses that you pay each year
as a percentage of the value of your investment)
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ETF
Class |
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Management
Fees |
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0.59 |
% |
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Distribution
and/or Service (12b-1) Fees |
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0.00 |
% |
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Other
Expenses1 |
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0.16 |
% |
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Total
Annual Fund Operating Expenses |
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0.75 |
% |
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Fee
Waivers and/or Expense Reimbursements2 |
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(0.14 |
)% |
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Total
Annual Fund Operating Expenses After Fee Waivers and/or Expense
Reimbursements |
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0.61 |
% |
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1 The ETF Class shares of the Fund
are new, so the “Other Expenses” shown for the class are based on estimated fees
and expenses for the ETF Class’s first fiscal
year.
2 Nuveen Fund Advisors, LLC, the Fund’s
investment adviser, has agreed to waive fees and/or reimburse expenses so that
the total annual operating expenses of the ETF Class (excluding interest
expenses, taxes, acquired fund fees and expenses, fees incurred in acquiring and
disposing of portfolio securities and extraordinary expenses) do not exceed the
current total annual operating expenses of Class R6 shares of the Fund (which as
of the Mutual Fund’s most recent prospectus was 0.61%) through July 31, 2028 or
1.25% of the average daily net assets of any class of Fund shares after July 31,
2028. The expense limitation expiring July 31,
2028 may be terminated or modified prior to that date only with
the approval of the Board of Trustees of the Fund. The expense limitation in
effect thereafter may be terminated or modified only with the approval of
shareholders of the Fund.
Example
The
following example is intended to help you compare the cost of investing in the
ETF Class of the Fund with the cost of investing in other funds. The example
assumes that you invest $10,000 in the ETF Class of the Fund for the time
periods indicated and then sell all of your shares at the end of a period. The
example also assumes that your investment has a 5% return each year and that the
operating expenses of the ETF Class are at the lesser of the Total Annual Fund
Operating Expenses or the applicable expense limitation. The example does not
reflect brokerage commissions that you may pay when you purchase and sell Fund
shares. Although your actual costs may be higher or lower, based on these
assumptions your costs would be:
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ETF
Class |
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1
Year |
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$ |
62 |
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3
Years |
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$ |
208 |
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5
Years |
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$ |
386 |
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10
Years |
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$ |
901 |
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Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Fund
shares are held in a taxable account. These costs, which are not reflected in
annual fund operating expenses or in the example, affect the Fund’s performance.
During the most recent fiscal year, the Fund’s portfolio turnover rate was
12% of the average value of its
portfolio.
Principal
Investment Strategies
Under
normal market conditions, the Fund invests at least 80% of its net assets in
dividend-paying common stocks and preferred securities. Companies in certain
economic sectors of the market have historically provided higher
dividend
yields
than companies in other sectors and industries. As a result, given the Fund’s
focus on dividend-paying securities, the Fund may, from time to time, have a
greater exposure to these higher dividend-yield sectors and industries than the
broad equity market.
The
Fund may invest in small-, mid- and large-cap companies. The Fund may invest up
to 25% of its net assets in non- U.S. equity securities that are U.S.
dollar-denominated.
The
Fund’s sub-adviser is focused on bottom-up fundamental analysis to identify what
it believes to be the highest quality companies that meet the Fund’s investment
criteria. When selecting companies, the sub-adviser evaluates certain factors,
including a sound business model, strong overall financial position, earnings
growth, return on equity, quality of management, potential for dividend growth,
market valuation and the commitment to return cash to
shareholders.
Principal
Risks
The value of your investment in this Fund
may change throughout the day each day the ETF Class shares' primary listing
exchange is open. You could lose money by investing in the Fund.
An investment in the Fund is not a
deposit of a bank and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. The
principal risks of investing in the Fund listed below are presented
alphabetically to facilitate your ability to find particular risks and compare
them with the risks of other funds. The significance of any specific risk to an
investment in the Fund will vary over time depending on the composition of the
Fund’s portfolio, market conditions and other factors. Each risk summarized
below is considered a "principal risk" of investing in the Fund, regardless of
the order in which it appears.
Active
Management Risk—The
Fund’s sub-adviser actively manages the Fund’s investments. Consequently, the
Fund is subject to the risk that the investment techniques and risk analyses
employed by the Fund’s sub-adviser, including its use of proprietary and
third-party technology systems, models, algorithms and data management software,
may not produce the desired results. This could cause the Fund to lose value or
its investment results to lag relevant benchmarks or other funds with similar
objectives.
Currency
Risk—Even
though the non-U.S. securities held by the Fund are traded in U.S. dollars,
their prices are typically indirectly influenced by currency fluctuations.
Changes in currency exchange rates may affect the Fund’s net asset value, the
value of dividends and interest earned, and gains or losses realized on the sale
of securities.
Cybersecurity
Risk—Cybersecurity
risk is the risk of an unauthorized breach and access to Fund assets, customer
data (including private shareholder information), or proprietary information, or
the risk of an incident occurring that causes the Fund, its investment adviser
or sub-adviser, custodian, transfer agent, distributor or other service
provider, a financial intermediary or the issuers of securities held by the Fund
to suffer a data breach, data corruption or lose operational functionality.
Successful cyber-attacks or other cyber-failures or events affecting the Fund,
its service providers or the issuers of securities held by the Fund may
adversely impact the Fund or its shareholders. Additionally, a cybersecurity
breach could affect the issuers in which the Fund invests, which may cause the
Fund’s investments to lose value.
Dividend-Paying
Security Risk—The
Fund’s investment in dividend-paying securities could cause the Fund to
underperform similar funds that invest without consideration of a company’s
track record of paying dividends. Securities of companies with a history of
paying dividends may not participate in a broad market advance to the same
degree as most other securities, and a sharp rise in interest rates or economic
downturn could cause a company to unexpectedly reduce or eliminate its dividend.
There is no guarantee that the issuers of the securities held by the Fund will
declare dividends in the future or that, if declared, they will remain at their
current levels or increase over time. Depending on market conditions, dividend
paying securities that meet the Fund’s investment objectives may not be widely
available or may be concentrated in only a few market sectors. This may limit
the ability of the Fund to produce income while remaining
diversified.
Equity
Security Risk—Equity
securities in the Fund’s portfolio, including common stocks and preferred
securities, may decline significantly in price over short or extended periods of
time, and such declines may occur because of declines in the equity market as a
whole, or because of declines in only a particular country, company, industry,
or sector of the market. Holders of common stock generally are subject to more
risks than holders of preferred securities because the status of common
stockholders upon the bankruptcy of the issuer is subordinated to that of
preferred security holders. Given the Fund's focus on dividend-paying
securities, the Fund may, from time to time, have a greater exposure to higher
dividend-yield sectors and industries than the broad equity market which would
make the Fund more vulnerable to adverse developments affecting such sectors or
industries.
Foreign
Investment Risk—Non-U.S.
issuers or U.S. issuers with significant non-U.S. operations may be subject to
risks in addition to those of issuers located in or that principally operate in
the United States as a result of, among other things,
political,
social and economic developments abroad, as well as armed conflicts and
different legal, regulatory and tax environments. Foreign investments may also
have lower liquidity and be more difficult to value than investments in U.S.
issuers. To the extent the Fund invests a significant portion of its assets in
the securities of companies in a single country or region, it may be more
susceptible to adverse economic, market, political or regulatory events or
conditions affecting that country or region. Foreign investments may also be
subject to risk of loss because of more or less foreign government regulation,
less public information, less stringent investor protections and less stringent
accounting, corporate governance, financial reporting and disclosure
standards.
Information
Technology Sector Risk—The
Fund currently invests a significant portion of its assets in the information
technology sector, although this may change over time. The information
technology sector can be significantly affected by changes in, among other
things, the supply and demand for specific products and services, the pace of
technological development and product obsolescence, market competition,
government regulation, and patent and intellectual property
rights.
Market
Risk—The
market value of the Fund’s investments may go up or down, sometimes rapidly or
unpredictably and for short or extended periods of time, due to the particular
circumstances of individual issuers or due to general conditions impacting
issuers more broadly. Global economies and financial markets have become highly
interconnected, and thus economic, market or political conditions or events in
one country or region might adversely impact the value of the Fund’s investments
whether or not the Fund invests in such country or region. Events such as war,
terrorism, natural and environmental disasters and the spread of infectious
illnesses or other public health emergencies may have a severe negative impact
on the global economy, could cause financial markets to experience extreme
volatility and losses, and could result in the disruption of trading and the
reduction of liquidity in many instruments. Additionally, as inflation
increases, the value of the Fund’s assets can
decline.
Preferred
Security Risk—Preferred
securities generally are subordinated to bonds and other debt instruments in a
company’s capital structure and therefore will be subject to greater credit risk
than those debt instruments. In addition, preferred securities are subject to
other risks, such as having no or limited voting rights, being subject to
special redemption rights, having distributions deferred or skipped, having
floating interest rates or dividends, which may result in a decline in value in
a falling interest rate environment, having fixed interest rates or dividends,
which may result in a decline in value in a rising interest rate environment,
having limited liquidity, changing or unfavorable tax treatments and possibly
being issued by companies in heavily regulated
industries.
Small-
and Mid-Cap Company Risk—Securities
of small-cap companies involve substantial risk. Prices of small-cap securities
may be subject to more abrupt or erratic movements, and to wider fluctuations
and lower liquidity, than security prices of larger, more established companies
or broader market averages in general. It may be difficult to sell small-cap
securities at the desired time and price. While mid-cap securities may be
slightly less volatile than small-cap securities, they still involve similar
risks.
The
following is a description of the additional principal risks of investing in the
ETF Class shares of the Fund, due to the shares being listed on a national
securities exchange:
Market
Trading Risk—The
share class is an ETF share class, and as with all ETFs, ETF Class shares may be
bought and sold in the secondary market at market prices. Although it is
expected that the market price of an ETF Class share typically will approximate
its net asset value (“NAV”),
there may be times when the market price and the NAV diverge more significantly,
particularly in times of market volatility or steep market declines. Thus, you
may pay more or less than NAV when you buy ETF Class shares on the secondary
market, and you may receive more or less than NAV when you sell those shares.
Although the ETF Class’s shares are listed for trading on a national securities
exchange, it is possible that an active trading market may not develop or be
maintained, in which case transactions may occur at wider bid/ask spreads (which
may be especially pronounced for smaller funds). Trading of the ETF Class’s
shares may be halted by the activation of individual or market-wide trading
halts (which halt trading for a specific period of time when the price of a
particular security or overall market prices decline by a specified percentage).
In times of market stress, the Fund’s underlying portfolio holdings may become
less liquid, which in turn may affect the liquidity of the ETF Class’s shares
and/or lead to more significant differences between the Fund’s market price and
its NAV. Market makers are under no obligation to make a market in the ETF
Class’s shares, and authorized participants are not obligated to submit purchase
or redemption orders for the ETF Class’s shares. In the event market makers
cease making a market in the ETF Class’s shares or authorized participants stop
submitting creation or redemption orders, ETF Class shares may trade at a larger
premium or discount to NAV.
Service
Provider Operational Risk—
The Fund’s service providers, such as the Fund’s administrator, custodian or
transfer agent, may experience disruptions or operating errors that could
negatively impact the Fund. Although service providers are required to have
appropriate operational risk management policies and procedures, and to take
appropriate precautions to avoid and mitigate risks that could lead to
disruptions and operating errors, it may not be possible to identify all of the
operational risks that may affect the Fund or to develop processes and controls
to completely eliminate or mitigate their occurrence or
effects.
Fund
Performance
The
following bar chart and table provide some indication of the potential risks of
investing in the Fund. The ETF Class shares of the Fund are a new
class of shares for which performance information is not
available, and therefore, for periods prior to the inception of
the ETF Class shares, the bar chart and table show performance for the Class R6
shares of the Fund, a mutual fund class of shares of the Fund not offered in
this Prospectus. Returns of the ETF Class shares of the Fund may
vary from the returns of the Class R6 shares of the Fund due to differences in
expenses. The Fund’s past performance
(before and after taxes) is not necessarily an indication of how the Fund will
perform in the future. Updated performance information is
available at www.nuveen.com/etf
or by calling (800)
257-8787.
The
bar chart below shows the variability of the Fund’s performance from year to
year for Class R6 shares.
*Class
R6 year-to-date total return as of
March 31, 2026 was
-2.10%. As of the date of the Prospectus, the ETF Class
shares of the Fund had not yet incepted. Performance shown prior to the
inception date of the ETF Class shares is from the Fund’s Class R6 shares, a
mutual fund class of shares of the Fund not offered in this Prospectus. Returns
for the ETF Class shares and Class R6 shares may vary due to differences in
their expenses.
During
the period reflected in the bar chart above, the Fund’s highest and
lowest quarterly returns
were 15.12%
and
-19.04%, respectively, for the quarters ended
June 30, 2020 and
March 31,
2020.
The
table below shows the variability of the average annual returns of the Class R6
shares of the Fund and how they compare over the time periods indicated with
those of a broad measure of market performance and an index of funds with
similar investment objectives. All after-tax returns are
calculated using the historical highest individual federal marginal income tax
rates and do not reflect the impact of state and local taxes.
After-tax returns are shown
for Class R6 shares only; after-tax returns for the ETF Class will
vary. Your own actual after-tax returns will depend on your
specific tax situation and may differ from what is shown here. After-tax returns are not
relevant to investors who hold Fund shares in tax-deferred accounts such as IRAs
or employer-sponsored retirement
plans.
Both
the bar chart and the table assume that all distributions have been reinvested.
Performance reflects fee waivers, if any, in effect during the periods
presented. If any such waivers had not been in place, returns would have been
reduced.
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Average Annual
Total Returns |
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for the Periods
Ended |
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December 31,
2025 |
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Inception
Date |
1
Year |
5
Years |
10
Years |
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Class
R6 (return before taxes) |
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3/25/13 |
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10.07 |
% |
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11.41 |
% |
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12.36 |
% |
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Class
R6 (return after taxes on distributions) |
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7.60 |
% |
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10.00 |
% |
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10.96 |
% |
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Class
R6 (return after taxes on distributions and sale of Fund shares) |
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7.31 |
% |
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8.88 |
% |
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9.93 |
% |
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S&P
500®
Index1 |
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(reflects
no deduction for fees, expenses or taxes) |
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17.88 |
% |
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14.42 |
% |
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14.82 |
% |
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Lipper
Equity Income Funds Classification Average2 |
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(reflects
no deduction for taxes or sales loads) |
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13.22 |
% |
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10.61 |
% |
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10.29 |
% |
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1 |
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. |
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2 |
Represents
the average annualized total return for all reporting funds in the Lipper
Equity Income Funds
Classification. |
Management
Investment
Adviser
Nuveen
Fund Advisors, LLC
Sub-Adviser
Nuveen
Asset Management, LLC
Portfolio
Managers
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Name |
Title |
Portfolio
Manager of Fund Since |
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David
A. Chalupnik, CFA |
Senior
Managing Director |
June
2019 |
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David
S. Park, CFA |
Managing
Director |
June
2019 |
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Charles
J. Carr, CFA |
Senior
Managing Director |
April
2026 |
Purchase
and Sale of ETF Class Shares
Same
as a standalone ETF, shares of the ETF Class are listed on a national securities
exchange and can only be bought and sold in the secondary market through a
broker-dealer at market prices; unlike other share classes of the Fund,
individual ETF Class shares are not redeemable. Because ETF Class shares trade
at market prices rather than NAV, shares may trade at a price greater than NAV
(at a “premium”)
or less than NAV (at a “discount”).
An investor may also incur costs attributable to the difference between the
highest price a buyer is willing to pay to purchase ETF Class shares (bid) and
the lowest price a seller is willing to accept for ETF Class shares (ask) when
buying and selling shares in the secondary market (the “bid/ask
spread”).
Recent information regarding the ETF Class shares, including its NAV, market
price, premiums and discounts, and bid/ask spreads, is available on the ETF
Class share’s website at www.nuveen.com/etf.
Tax
Information
The
Fund’s distributions are taxable and will generally be taxed as ordinary income
or capital gains, unless you are investing through a tax-deferred account, such
as an IRA or 401(k) plan (in which case you may be taxed upon withdrawal of your
investment from such account).
Payments
to Broker-Dealers and Other Financial Intermediaries
If
you purchase shares of the ETF Class through a broker-dealer or other financial
intermediary (such as a bank or financial advisor), the Fund’s investment
adviser or its affiliates may pay the intermediary for marketing activities and
presentations, educational training programs, conferences, the development of
technology platforms and reporting systems or other services related to the sale
or promotion of Fund shares. These payments may create a conflict of interest by
influencing the broker-dealer or other financial intermediary and your
salesperson to recommend the ETF Class over another investment. Ask your
salesperson or visit your financial intermediary’s website for more
information.
Section
2
How We Manage Your Money
To
help you better understand the Fund, this section includes a detailed discussion
of the Fund's investment and risk management strategies. For a more complete
discussion of these matters, please see the statement of additional information,
which is available by calling Nuveen Investor Services at (888) 290-9881 or by
visiting Nuveen’s website at www.nuveen.com/etf.
Nuveen
Fund Advisors, LLC (“Nuveen
Fund Advisors”),
the Fund’s investment adviser, offers advisory and investment management
services to a broad range of clients, including investment companies and other
pooled investment vehicles. Nuveen Fund Advisors has overall responsibility for
management of the Fund, oversees the management of the Fund’s portfolio, manages
the Fund’s business affairs and provides certain clerical, bookkeeping and other
administrative services. Nuveen Fund Advisors is located at 333 West Wacker
Drive, Chicago, Illinois 60606. Nuveen Fund Advisors is a subsidiary of Nuveen,
LLC, the investment management arm of Teachers Insurance and Annuity Association
of America (“TIAA”).
TIAA is a life insurance company founded in 1918 by the Carnegie Foundation for
the Advancement of Teaching and is the companion organization of College
Retirement Equities Fund. As of March 31, 2026, Nuveen, LLC managed
approximately $1.4 trillion in assets, of which approximately $157.2 billion was
managed by Nuveen Fund Advisors.
Nuveen
Fund Advisors has selected its affiliate, Nuveen Asset Management, LLC
(“Nuveen
Asset Management”),
located at 333 West Wacker Drive, Chicago, Illinois 60606, to serve as
sub-adviser to the Fund. Nuveen Asset Management manages the investment of the
Fund's assets on a discretionary basis, subject to the supervision of Nuveen
Fund Advisors.
The
Fund is managed by multiple portfolio managers, who are responsible for the
day-to-day management of the Fund, with expertise in the area applicable to the
Fund’s investments. Each portfolio manager may be responsible for different
aspects of the Fund’s management. For example, one manager may be principally
responsible for selecting appropriate investments for the Fund, while another
may be principally responsible for asset allocation. The following is a list of
the portfolio managers primarily responsible for managing the Fund’s
investments, along with their relevant experience. The Fund’s portfolio managers
may change from time to time.
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Section
2
How We Manage Your Money |
7 |
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Total
Experience
(since
dates
specified
below) |
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Name
& Title |
Experience
Over Past Five Years |
At
Nuveen Asset Management* |
Total |
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NUVEEN
DIVIDEND GROWTH FUND |
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David
A. Chalupnik, CFA
Senior
Managing Director |
Nuveen
Asset Management and other advisory affiliates (equity portfolio
management) |
2002 |
1984 |
|
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David
S. Park, CFA
Managing
Director |
Nuveen
Asset Management and other advisory affiliates (equity portfolio
management and research) |
2011 |
1998 |
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Charles
J. Carr, CFA
Senior
Managing Director |
Nuveen
Asset Management and other advisory affiliates (equity portfolio
management) |
2014 |
1993 |
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*
Including tenure at affiliate or predecessor firms, as applicable
Additional
information about the portfolio managers’ compensation, other accounts managed
by the portfolio managers and the portfolio managers’ ownership of securities in
the Fund is provided in the statement of additional information.
Management
Fees
The
management fee schedule for the Fund consists of two components: a Fund-level
fee, based only on the amount of assets within the Fund, and a complex-level
fee, based on the aggregate amount of all eligible fund assets managed by Nuveen
Fund Advisors and, as of May 1, 2024, its affiliate Teachers Advisors,
LLC.
The
annual Fund-level fee, payable monthly, is based upon the average daily net
assets of the Fund as follows:
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Average
Daily Net Assets |
Fund-Level
Fee |
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For
the first $125 million |
0.5000% |
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For
the next $125 million |
0.4875% |
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For
the next $250 million |
0.4750% |
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For
the next $500 million |
0.4625% |
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For
the next $1 billion |
0.4500% |
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For
the next $3 billion |
0.4250% |
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For
the next $2.5 billion |
0.4000% |
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For
the next $2.5 billion |
0.3875% |
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For
net assets over $10 billion |
0.3750% |
As
of March 31, 2026, the effective complex-level fee rate for the Fund was
0.1563%.
As
of May 1, 2024, the overall complex-level fee, payable monthly, begins at a
maximum rate of 0.1600% of the Fund’s average daily net assets, with breakpoints
for eligible complex-level assets above $124.3 billion. Therefore, the maximum
management fee rate for the Fund is the Fund-level fee plus 0.1600%. The current
overall complex-level fee schedule is as follows:
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Complex-Level
Asset Breakpoint Level* |
Complex-Level
Fee |
|
For
the first $124.3 billion |
0.1600% |
|
For
the next $75.7 billion |
0.1350% |
|
For
the next $200 billion |
0.1325% |
|
For
eligible assets over $400 billion |
0.1300% |
*
See
“Service Providers – Investment Adviser” in the statement of additional
information for more detailed information about the complex-level fee and
eligible complex-level assets.
For
the most recent fiscal year, the Fund paid Nuveen Fund Advisors 0.59% of its
average daily net assets in management fees (net of fee waivers and expense
reimbursements).
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Nuveen
Fund Advisors has agreed to waive fees and/or reimburse expenses so that the
total annual operating expenses (excluding interest expenses, taxes, acquired
fund fees and expenses, fees incurred in acquiring and disposing of portfolio
securities and extraordinary expenses) do not exceed the current total annual
operating expenses of Class R6 shares of the Fund (which as of the Mutual Fund’s
most recent prospectus was 0.61%) through July 31, 2028 or 1.25% of the average
daily net assets of any class of Fund shares after July 31, 2028.
With
respect to Class R6 shares of the Fund, Nuveen Fund Advisors has agreed to waive
fees and/or reimburse expenses so that the total annual operating expenses
(excluding 12b-1 distribution and/or service fees, interest expenses, taxes,
acquired fund fees and expenses, fees incurred in acquiring and disposing of
portfolio securities and extraordinary expenses) do not exceed 1.25% of the
average daily net assets of any class of Fund shares. However, because Class R6
shares are not subject to sub-transfer agent and similar fees, the total annual
operating expenses for the Class R6 shares will be less than the expense
limitation.
The
expense limitation expiring July 31, 2028 may be terminated or modified only
with the approval of the Board of Trustees of the Fund. The expense limitation
in effect thereafter may be terminated or modified only with the approval of
shareholders of the Fund.
Information
regarding the Board of Trustees’ approval of the investment management
agreements is available in the Fund's Form N-CSR for the fiscal year ended
July 31, 2025.
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About Our Investment Strategies |
The
Fund’s investment objective, which is described in the “Fund Summary” section,
may not be changed without shareholder approval. If the Fund’s investment
objective changes, you will be notified in writing at least 60 days in advance.
The
Fund has adopted a non-fundamental investment policy (the “Name
Policy”)
whereby the Fund, under normal market conditions, will invest at least 80% of
the sum of its net assets and the amount of any borrowings for investment
purposes in dividend-paying equity securities, which include common stocks and
preferred securities. The Fund will consider both direct investments and
indirect investments (e.g., investments in other investment companies,
derivatives and synthetic instruments with economic characteristics similar to
the direct investments that meet the Name Policy) when determining compliance
with the Name Policy. As a result of having a Name Policy, the Fund must provide
shareholders with a written notice at least 60 days prior to any change of the
Fund’s Name Policy.
The
Fund's investment policies may be changed by the Board of Trustees without
shareholder approval unless otherwise noted in this prospectus or the statement
of additional information.
The
Fund's principal investment strategies are discussed in the “Fund Summary”
section. These are the strategies that the Fund's investment adviser and
sub-adviser believe are most likely to be important in trying to achieve the
Fund’s investment objective. This section provides more information about these
strategies, as well as information about some additional strategies that the
Fund's sub-adviser uses, or may use, to achieve the Fund's objective. You should
be aware that the Fund may also use strategies and invest in securities that are
not described in this prospectus, but that are described in the statement of
additional information. For a copy of the statement of
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additional
information, call Nuveen Investor Services at (888) 290-9881 or visit Nuveen’s
website at www.nuveen.com/etf.
Equity
Securities
The
Fund invests in equity securities. Equity securities generally include common
stocks; preferred securities; warrants to purchase common stocks and preferred
securities; convertible debt securities that are either in the money or
immediately convertible into common stocks or preferred securities; common and
preferred securities issued by master limited partnerships and real estate
investment trusts; depositary receipts; and other securities with equity
characteristics.
Non-U.S.
Investments
The
Fund may invest in equity securities of non-U.S. issuers. The Fund will classify
an issuer of a security as being a U.S. or non-U.S. issuer based on the
determination of an unaffiliated, recognized financial data provider. Such
determinations are based on a number of criteria, such as the issuer’s country
of domicile, the primary exchange on which the security trades, the location
from which the majority of the issuer’s revenue comes, and the issuer’s
reporting currency.
Preferred
Securities
The
Fund invests in preferred securities. Preferred securities, which generally pay
fixed or adjustable rate dividends or interest to investors, have preference
over common stock in the payment of dividends or interest and the liquidation of
a company’s assets, which means that a company typically must pay dividends or
interest on its preferred securities before paying any dividends on its common
stock. On the other hand, preferred securities are junior to most other forms of
the company’s debt, including both senior and subordinated debt. Because of
their subordinated position in the capital structure of an issuer, the ability
to defer dividend or interest payments for extended periods of time without
triggering an event of default for the issuer, and certain other features,
preferred securities are often treated as equity-like instruments by both
issuers and investors, as their quality and value are heavily dependent on the
profitability and cash flows of the issuer rather than on any legal claims to
specific assets.
Cash
Equivalents and Short-Term Investments
As
a non-principal investment strategy, the Fund may invest in cash and in U.S.
dollar-denominated high-quality money market instruments and other short-term
securities, including money market funds, in such proportions as warranted by
prevailing market conditions and the Fund's principal investment strategies. The
Fund may temporarily invest without limit in such holdings for liquidity
purposes, or in an attempt to respond to adverse market, economic, political or
other conditions. Being invested in these securities may keep the Fund from
participating in a market upswing and prevent the Fund from achieving its
investment objective.
Disclosure
of Portfolio Holdings
A
description of the Fund’s policies and procedures with respect to the disclosure
of the Fund’s portfolio holdings is available in the Fund’s statement of
additional information. In addition, the identities and quantities of the
securities held by the Fund are disclosed on the Fund’s website.
Risk
is inherent in all investing. Investing in the Fund involves risk, including the
risk that you may receive little or no return on your investment or even that
you may lose part or all of your investment. Therefore, before investing you
should consider carefully the
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principal
risks and certain other risks that you assume when you invest in the Fund. These
risks are listed alphabetically below. The significance of any specific risk to
an investment in the Fund will vary over time depending on the composition of
the Fund’s portfolio, market conditions and other factors. Because of these
risks, you should consider an investment in the Fund to be a long-term
investment.
Principal
Risks
Active
management risk:
The Fund's sub-adviser actively manages the Fund’s investments. Consequently,
the Fund is subject to the risk that the investment techniques and risk analyses
employed by the Fund's sub-adviser, including its use of proprietary and
third-party technology systems, models, algorithms and data management software,
may not produce the desired results. The sub-adviser’s judgment about markets,
interest rates or the attractiveness, relative value, liquidity, or potential
appreciation of a particular investment may not prove to be correct. This could
cause the Fund to lose value or its investment results to lag relevant
benchmarks or other funds with similar objectives. Additionally, legislative,
regulatory or tax developments may affect the investment techniques available to
the Fund's sub-adviser in connection with managing the Fund and such
developments, as well as any deficiencies in the operating systems or controls
of the sub-adviser or a Fund service provider, may also adversely affect the
ability of the Fund to achieve its investment goal.
Currency
risk:
Even though the non-U.S. securities held by the Fund are traded in U.S. dollars,
their prices are typically indirectly influenced by currency fluctuations.
Changes in currency exchange rates may affect the value of non-U.S. securities,
the value of dividends and interest earned from such securities, and gains and
losses realized on the sale of such securities, and hence may affect the net
asset value of the Fund.
Cybersecurity
risk:
Intentional cybersecurity breaches include: unauthorized access to systems,
networks or devices (such as through “hacking” activity); infection from
computer viruses or other malicious software code; and attacks that shut down,
disable, slow, or otherwise disrupt operations, business processes, or website
access or functionality. In addition, unintentional incidents can occur, such as
the inadvertent release of confidential information (possibly resulting in the
violation of applicable privacy laws).
A
cybersecurity breach could result in the loss or theft of customer data or
funds, the inability to access electronic systems (“denial of services”), loss
or theft of proprietary information or corporate data, physical damage to a
computer or network system, or costs associated with system repairs. Such
incidents could cause the Fund, the Fund’s adviser or sub-adviser, a financial
intermediary, other service providers, or the issuers of securities held by the
Fund to incur regulatory penalties, reputational damage, additional compliance
costs or financial loss. Negative impacts on the Fund could include the
inability to calculate net asset value, transact business, process transactions
on behalf of shareholders or safeguard data. In addition, such incidents could
affect issuers in which the Fund invests, and thereby cause the Fund’s
investments to lose value.
Dividend-paying
security risk:
As a principal investment strategy, the Fund invests primarily in
dividend-paying securities. The Fund’s investment in dividend-paying stocks
could cause the Fund to underperform similar funds that invest without
consideration of a company’s track record of paying dividends. Stocks of
companies with a history of paying dividends may not participate in a broad
market advance to the same degree as most other stocks, and a sharp rise in
interest rates or economic downturn could cause a company to unexpectedly reduce
or eliminate its dividend. There is no guarantee that the issuers of the stocks
held by the Fund will declare dividends in the future or that, if
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declared,
they will remain at their current levels or increase over time. The Fund may
also be harmed by changes to the favorable federal income tax treatment
generally afforded to dividends. Depending on market conditions, dividend paying
securities that meet the Fund’s investment objectives may not be widely
available or may be concentrated in only a few market sectors. This may limit
the ability of the Fund to produce income while remaining diversified.
Equity
security risk:
Equity securities in the Fund’s portfolio may decline significantly in price
over short or extended periods of time. Even a long-term investment approach
cannot guarantee a profit. Price changes may occur in the market as a whole, or
they may occur in only a particular country, company, industry, or sector of the
market. Given the Fund's focus on dividend-paying securities, the Fund may, from
time to time, have a greater exposure to higher dividend-yield sectors and
industries than the broad equity market which would make the Fund more
vulnerable to adverse developments affecting such sectors or industries. Adverse
events in any part of the U.S. and global financial markets may have unexpected
negative effects on equity markets. These events may at times result in
unusually high market volatility, including short-term volatility, which could
negatively affect Fund performance.
A
variety of factors can negatively affect the price of a particular company's
equity securities. These factors may include, but are not limited to: poor
earnings, a loss of customers, a cut in dividends, certain management decisions,
litigation against the company, general unfavorable performance of the company's
sector or industry, adverse geopolitical, social or environmental developments
or changes in government regulations affecting the company or its
industry.
Foreign
investment risk: Non-U.S.
issuers or U.S. issuers with significant non-U.S. operations may be subject to
risks in addition to or different than those of issuers that are located in or
principally operated in the United States due to political, social and economic
developments abroad, as well as armed conflicts and different regulatory
environments and laws, potential seizure by the government of company assets,
higher taxation, withholding taxes on dividends and interest and limitations on
the use or transfer of portfolio assets. If any of these events were to occur,
the affected security may experience drastic declines. In the event of a seizure
of assets by a non-U.S. government, the Fund could lose its entire investment in
that particular country.
To
the extent the Fund invests in depositary receipts, the Fund will be subject to
many of the same risks as when investing directly in non-U.S. securities. The
holder of an unsponsored depositary receipt may have limited voting rights and
may not receive as much information about the issuer of the underlying
securities as would the holder of a sponsored depositary receipt.
Other
non-U.S. investment risks include the following:
· Enforcing
legal rights may be difficult, costly and slow in non-U.S. countries, and there
may be special problems enforcing claims against non-U.S.
governments.
· Non-U.S.
companies may not be subject to accounting, auditing, financial reporting or
recordkeeping standards or governmental supervision comparable to U.S.
companies, and there may be less public information about their
operations.
· Non-U.S.
markets may be less liquid and more volatile and may be more difficult to value
than U.S. markets.
· The
U.S. and non-U.S. markets often rise and fall at different times or by different
amounts due to economic or other developments, including armed conflict or
political, social or diplomatic events, particular to a given country or region.
This
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phenomenon
would tend to lower the overall price volatility of a portfolio that included
both U.S. and non-U.S. securities. Sometimes, however, global trends will cause
the U.S. and non-U.S. markets to move in the same direction, reducing or
eliminating the risk reduction benefit of international investing.
· Non-U.S.
securities traded on foreign exchanges may be subject to further risks due to
the inexperience of local investment professionals and financial institutions,
the possibility of permanent or temporary termination of trading, and greater
spreads between bid and asked prices for securities. In addition, non-U.S.
exchanges and investment professionals are subject to less governmental
regulation, and commissions may be higher than in the United States. Also, there
may be delays in the settlement of non-U.S. exchange transactions. To the extent
that the underlying securities held by the Fund trade on foreign exchanges or in
foreign markets that may be closed when the U.S. markets are open, there are
likely to be deviations between the current price of an underlying security and
the last quoted price for the underlying security.
· The
Fund’s income from non-U.S. issuers may be subject to non-U.S. withholding
taxes. In some countries, the Fund also may be subject to taxes on trading
profits and, on certain securities transactions, transfer or stamp duties tax.
To the extent non-U.S. income taxes are paid by the Fund, U.S. shareholders may
be entitled to a credit or deduction for U.S. tax purposes.
Some
countries restrict to varying degrees foreign investment in their securities
markets. In some circumstances, these restrictions may limit or preclude
investment in certain countries or may increase the cost of investing in
securities of particular companies. Non-U.S. countries may be subject to
economic sanctions or other measures by the United States or other governments.
The type and severity of sanctions and other similar measures, including counter
sanctions and other retaliatory actions, that may be imposed could vary broadly
in scope, and their impact is impossible to predict. In some cases, as a result
of economic sanctions and other similar governmental actions or developments,
the Fund may be forced to sell or otherwise dispose of foreign investments at
inopportune times or prices. The imposition of sanctions could, among other
things, cause a decline in the value and/or liquidity of securities issued by
the sanctioned country or companies located in or economically tied to the
sanctioned country and increase market volatility and disruption in the
sanctioned country and throughout the world. Sanctions and other similar
measures could limit or prevent the Fund from buying and selling securities (in
the sanctioned country and other markets), significantly delay or prevent the
settlement of securities transactions, and significantly impact the Fund’s
liquidity and performance. Sanctions and other similar measures may be in place
for a substantial period of time and enacted with limited advanced notice.
Brokerage commissions and custodial and transaction costs are often higher for
foreign investments, and it may be difficult to use foreign laws and courts to
enforce financial or legal obligations.
To
the extent the Fund invests a significant portion of its assets in the
securities of companies in a single country or region (or depositary receipts
representing such securities), it is more likely to be impacted by events or
conditions affecting that country or region. Investment in the Fund may be more
exposed to a single country or a region’s economic cycles, stock market
valuations and currency, which could increase its risk compared with a more
geographically diversified fund. In addition, political, social, regulatory,
economic or environmental events that occur in a single country or region may
adversely affect the values of that country or region’s securities and thus the
holdings of the Fund.
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Information
technology sector risk:
The Fund currently invests a significant portion of its assets in the
information technology sector, although this may change over time. Securities of
companies in the information technology sector can be significantly affected by
changes in, among other things, the supply and demand for specific products and
services, the pace of technological development and product obsolescence, market
competition, government regulation, and patent and intellectual property
rights.
Market
risk:
The market value of the Fund’s investments may go up or down, sometimes rapidly
or unpredictably and for short or extended periods of time. Market values may
change due to the particular circumstances of individual issuers or due to
general conditions impacting issuers more broadly within a specific country,
region, industry, sector or asset class. Global economies and financial markets
have become highly interconnected, and thus economic, market or political
conditions or events in one country or region might adversely impact issuers in
a different country or region. As a result, the value of the Fund’s investments
may be negatively affected whether or not the Fund invests in a country or
region directly impacted by such conditions or events.
Additionally,
unexpected events and their aftermaths, including broad financial dislocations
(such as the “great recession” of 2008-09), war, armed conflict, terrorism, the
imposition of economic sanctions, bank failures (such as the March 2023 failures
of Silicon Valley Bank and Signature Bank, the second- and third-largest bank
failures in U.S. history), natural and environmental disasters and the spread of
infectious illnesses or other public health emergencies (such as the COVID-19
coronavirus pandemic first detected in December of 2019), may adversely affect
the global economy and the markets and issuers in which the Fund invests. These
events could reduce consumer demand or economic output, result in market
closures, travel restrictions or quarantines, or widespread unemployment, and
generally have a severe negative impact on the global economy. Such events could
also impair the information technology and other operational systems upon which
the Fund’s service providers, including the investment adviser and sub-adviser,
rely, and could otherwise disrupt the ability of employees of the Fund’s service
providers to perform essential tasks on behalf of the Fund. Furthermore, such
events could cause financial markets to experience elevated or even extreme
volatility and losses, and could result in the disruption of trading and the
reduction of liquidity in many instruments. In addition, sanctions and other
measures could limit or prevent the Fund from buying and selling securities (in
sanctioned country and other markets), significantly delay or prevent the
settlement of securities transactions, and significantly impact liquidity and
performance. Governmental and quasi-governmental authorities and regulators
throughout the world have in the past responded to major economic disruptions
with a variety of significant fiscal and monetary policy changes, including but
not limited to, direct capital infusions into companies, new monetary programs
and dramatically lower interest rates. An unexpected or quick reversal of these
policies, or the ineffectiveness of these policies, could increase volatility in
securities markets, which could adversely affect the value of the Fund’s
investments. In addition, there is a possibility that the rising prices of goods
and services may have an effect on the Fund. As inflation increases, the value
of the Fund’s assets can decline.
Market
trading risk:
As with all ETFs, ETF Class shares may be bought and sold in the secondary
market at market prices. Although it is expected that the market price of an ETF
Class share typically will approximate its NAV, there may be times when the
market price and the NAV diverge more significantly, particularly in times of
market volatility or steep market declines. Thus, you may pay more or less than
NAV when you buy ETF Class shares on the secondary market, and you may receive
more or less than NAV when you sell those shares. In times of market stress, the
Fund’s underlying portfolio
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holdings
may become less liquid, which in turn may affect the liquidity of the ETF
Class’s shares and/or lead to more significant differences between the Fund’s
market price and its NAV.
Only
certain institutional investors are eligible to purchase and redeem shares
directly from the Fund at NAV. In addition, efficient trading in the ETF Class’s
shares on the secondary market depends on the participation of firms acting as
market makers and/or liquidity providers in the market place. To the extent
these market maker and authorized participant firms exit the ETF business or
otherwise significantly reduce their business activities and no other entities
step forward to perform these functions, the ETF Class’s shares may trade at a
material discount to NAV.
During
periods of high market volatility, an ETF Class share may trade at a significant
discount to its NAV, and in these circumstances certain types of brokerage
orders may expose an investor to an increased risk of loss. A “stop order,”
sometimes called a “stop-loss order,” may cause an ETF Class share to be sold at
the next prevailing market price once the “stop” level is reached, which during
a period of high volatility can be at a price that is substantially below NAV.
By including a “limit” criteria with your brokerage order, you may be able to
limit the size of the loss resulting from the execution of an ill-timed stop
order.
Although
the ETF Class’s shares are listed for trading on a national securities exchange,
it is possible that an active trading market may not develop or be maintained,
in which case transactions may occur at wider bid/ask spreads (discussed in
further detail below). Trading of the ETF Class’s shares may be halted by the
activation of individual or market-wide trading halts (which halt trading for a
specific period of time when the price of a particular security or overall
market prices decline by a specified percentage).
Buying
or selling ETF Class shares on an exchange involves two types of costs that
apply to all securities transactions. When buying or selling shares of the ETF
Class through a broker, you will likely incur a brokerage commission and other
charges. In addition, you may incur the cost of the “spread;” that is, the
difference between what investors are willing to pay for ETF Class shares (the
“bid” price) and the price at which they are willing to sell ETF Class shares
(the “ask” price). The spread, which varies over time based on trading volume
and market liquidity, is generally narrower if the Fund has more trading volume
and market liquidity and wider if the Fund has less trading volume and market
liquidity (which is often the case for funds that are newly launched or small in
size). The Fund’s spread may also be impacted by market volatility generally and
the liquidity of the underlying securities held by the Fund, particularly for
newly launched or smaller funds. Because of the costs inherent in buying or
selling Fund shares, frequent trading may detract significantly from investment
results, and an investment in ETF Class shares may not be advisable for
investors who anticipate regularly making small investments through a brokerage
account.
Preferred
security risk:
There are special risks associated with investing in preferred
securities:
Limited
voting rights.
Generally, preferred security holders have no voting rights with respect to the
issuing company unless preferred dividends have been in arrears for a specified
number of periods, at which time the preferred security holders may elect a
number of directors to the issuer’s board. Generally, once all the arrearages
have been paid, the preferred security holders no longer have voting
rights.
In
the case of certain preferred securities issued by trusts or special purpose
entities, holders generally have no voting rights except if a declaration of
default occurs and is continuing. In such an event, preferred security holders
generally would have the
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right
to appoint and authorize a trustee to enforce the trust’s or special purpose
entity’s rights as a creditor under the agreement with its operating
company.
Special
redemption rights.
In certain circumstances, an issuer of preferred securities may redeem the
securities prior to their stated maturity date. For instance, for certain types
of preferred securities, a redemption may be triggered by a change in federal
income tax or securities laws or by regulatory or major corporate action. As
with call provisions, a redemption by the issuer may negatively impact the
return of the security held by the Fund.
Payment
deferral.
Generally, preferred securities may be subject to provisions that allow an
issuer, under certain conditions, to skip (“non-cumulative” preferred
securities) or defer (“cumulative” preferred securities) distributions without
any adverse consequences to the issuer. Non-cumulative preferred securities can
skip distributions indefinitely. Cumulative preferred securities typically
contain provisions that allow an issuer, at its discretion, to defer
distributions payments for up to 10 years. If the Fund owns a preferred security
that is deferring its distribution, the Fund may be required to report income
for tax purposes although it has not yet received such income. In addition,
recent changes in bank regulations may increase the likelihood of issuers
deferring or skipping distributions.
Subordination.
Preferred
securities generally are subordinated to bonds and other debt instruments in a
company’s capital structure and therefore are subject to greater credit risk
than those debt instruments.
Floating
Rate Payments. The
dividend or interest rates on preferred securities may be floating, or convert
from fixed to floating at a specified future time. The market value of floating
rate securities may fall in a declining interest rate environment and may also
fall in a rising interest rate environment if there is a lag between the rise in
interest rates and the reset. This risk may also be present with respect to
fixed rate securities that will convert to a floating rate at a future time. A
secondary risk associated with declining interest rates is the risk that income
earned by the Fund on floating rate securities may decline due to lower coupon
payments on the floating-rate securities. Finally, many financial instruments
use or may use a floating rate based upon or previously based upon the London
Interbank Offered Rate, or “LIBOR,”
which was phased out. Any potential effects of the transition away from LIBOR on
the Fund or on certain instruments in which the Fund invests can be difficult to
ascertain. In addition, an instrument’s transition to a replacement rate could
result in variations in the reported yields of the Fund that holds such
instrument. At this time, it is not possible to predict the effect of the
establishment of replacement rates or any other reforms to LIBOR.
Fixed
Rate Payments.
The market value of preferred securities with fixed dividends or interest rates
may decline in a rising interest rate environment.
Liquidity.
Preferred
securities may be substantially less liquid than many other securities, such as
U.S. government securities or common stock. Less liquid securities involve the
risk that the securities will not be able to be sold at the time desired by the
Fund or at prices approximating the values at which the Fund is carrying the
securities on its books.
Financial
services industry. The
preferred securities market is comprised predominately of securities issued by
companies in the financial services industry. Therefore, preferred securities
present substantially increased risks at times of financial turmoil, which could
affect financial services companies more than companies in other sectors and
industries.
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Tax
risk.
The Fund may invest in preferred securities or other securities the federal
income tax treatment of which may not be clear or may be subject to
recharacterization by the Internal Revenue Service. It could be more difficult
for the Fund to comply with the tax requirements applicable to regulated
investment companies if the tax characterization of the Fund’s investments or
the tax treatment of the income from such investments were successfully
challenged by the Internal Revenue Service.
Regulatory
risk. Issuers
of preferred securities may be in industries that are heavily regulated and that
may receive government funding. The value of preferred securities issued by
these companies may be affected by changes in government policy, such as
increased regulation, ownership restrictions, deregulation or reduced government
funding.
Service
provider operational risk:
The ETF Class shares’ service providers, such as the ETF Class administrator,
custodian or transfer agent, may experience disruptions or operating errors that
could negatively impact the ETF Class. Although service providers are required
to have appropriate operational risk management policies and procedures, and to
take appropriate precautions to avoid and mitigate risks that could lead to
disruptions and operating errors, it may not be possible to identify all of the
operational risks that may affect the ETF Class or to develop processes and
controls to completely eliminate or mitigate their occurrence or
effects.
Small-
and mid-cap company risk:
Securities of small-cap companies involve substantial risk. These companies,
which can include start-up companies offering emerging products or services, may
lack the management expertise, product diversification, and competitive
strengths of larger companies. They may have limited access to financial
resources and may not have the financial strength to sustain them through
business downturns or adverse market conditions. In addition, small
capitalization companies may be particularly affected by interest rate
increases, as they may find it more difficult to borrow money to continue or
expand operations, or may have difficulty in repaying any loans. Since small-cap
companies typically reinvest a high proportion of their earnings in their
business, they may not pay dividends for some time, particularly if they are
newer companies. Prices of small-cap securities may be subject to more abrupt or
erratic movements than security prices of larger, more established companies or
broader market averages in general and are more likely to be adversely affected
than large capitalization companies by changes in earnings results or investor
expectations. In addition, the frequency and volume of their trading may be less
than is typical of larger companies, making them subject to wider price
fluctuations and lower liquidity. In some cases, there could be difficulties in
selling the securities of small-cap companies at the desired time and price,
especially in situations of increased market volatility where the Fund may
experience high levels of shareholder redemptions. Small-cap companies may not
be widely followed by the investment community, which may lower the demand for
their securities. Securities at the bottom end of the capitalization range of
small-cap companies sometimes are referred to as “micro-cap” securities. These
securities may be subject to extreme price volatility, as well as limited
liquidity and limited research. While mid-cap securities may be slightly less
volatile than small-cap securities, they still involve similar
risks.
Non-Principal
Risks
Authorized
participant concentration risk:
Only an authorized participant may engage in creation or redemption transactions
directly with the ETF Class. The ETF Class has a limited number of
intermediaries that act as authorized participants and none of these authorized
participants is or will be obligated to engage in creation or redemption
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17 |
transactions.
There can be no assurance that an active trading market for the ETF Class shares
will develop or be maintained. To the extent that these intermediaries exit the
business or are unable to or choose not to proceed with creation and/or
redemption orders with respect to the ETF Class, such as during periods of
market stress, and no other authorized participant creates or redeems, shares
may trade at a discount to NAV per share and possibly face trading halts and/or
delisting.
Large
transactions risk:
Only authorized participants may engage in creation or redemption transactions
directly with the ETF Class. The ETF Class may experience adverse effects due to
large purchases or redemptions of ETF Class shares. Disruptions to creations and
redemptions, the existence of significant market volatility or potential lack of
an active trading market for the ETF Class shares (including through a trading
halt), as well as other factors, may result in the ETF Class shares trading
significantly above (at a premium) or below (at a discount) to NAV or to the
intraday value of the Fund’s holdings. There can be no assurance that any large
shareholder would not redeem its investment, that the size of the Fund would be
maintained at such levels or that the ETF Class would continue to meet
applicable listing requirements. Such larger than normal redemptions may cause
the Fund to sell portfolio securities at times when it would not otherwise do
so, which may negatively impact the Fund’s NAV and liquidity. Similarly, large
Fund share purchases may adversely affect the Fund’s performance to the extent
that the Fund is delayed in investing new cash and is required to maintain a
larger cash position than it ordinarily would. These transactions may also
result in taxable income and/or gains for the Fund, which may increase taxable
distributions to shareholders, and may also increase transaction costs. The Fund
may be more significantly affected by purchases and redemptions of its ETF Class
Creation Units than a fund with relatively greater assets under management would
be affected by purchases and redemptions of its shares. The Fund may be required
to sell a large portion of its portfolio to meet significant ETF Class Creation
Unit redemptions or invest a comparatively large amount of cash to facilitate
ETF Class Creation Unit purchases, in each case when the Fund otherwise would
not seek to do so. Such transactions may cause the Fund to make investment
decisions at inopportune times or prices or miss attractive investment
opportunities. Such transactions may also accelerate the realization of taxable
income if sales of securities resulted in gains and the ETF Class redeems
Creation Units for cash, or otherwise cause the Fund to perform differently than
intended. A number of circumstances may cause the Fund to experience large
redemptions, including, but not limited to, the occurrence of significant events
affecting investor demand for securities or asset classes in which the Fund
invests; changes in the eligibility criteria for a Fund, liquidation,
reorganization, repositioning, or other announced Fund event; or changes in
investment objectives, strategies, policies, risks, or investment personnel.
While such risks may apply to funds of any size, such risks are heightened in
funds with fewer assets under management.
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Section
3
How You Can Buy and Sell Shares
The
Fund offers multiple mutual fund classes of shares and the ETF Class of shares,
each with a different combination of sales charges, fees, eligibility
requirements and other features. This prospectus only discusses the ETF Class of
shares offered by the Fund. For all other classes offered by this Fund, please
see the separate Fund’s prospectus available on Nuveen’s website at www.nuveen.com.
Your financial advisor can help you determine which class is best for you. For
further details, please see the statement of additional information.
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Multi-Class
ETF Fund Structure |
The
Adviser and the Trust, on behalf of the Fund, have received an exemptive order
from the U.S. Securities and Exchange Commission (“SEC”)
that permits the Fund to offer mutual fund share classes and an exchange-traded
share class that operates as an ETF (a “Multi-Class
ETF Fund”).
Under this structure, the ETF Class shares are listed and traded on a national
securities exchange and are generally bought and sold at market-determined
prices, whereas the mutual fund share classes are purchased and redeemed at a
Multi-Class ETF Fund’s net asset value next determined after receipt of the
order.
Due
to the structural and operational differences of mutual funds and ETFs,
shareholders of the mutual fund and ETF Class shares of a Multi-Class ETF Fund
will have differing shareholder rights with respect to exchange privileges, how
shares are purchased and redeemed, the timing of dividend declarations and
payments, and the timing and ability to automatically reinvest dividends. For
additional information regarding these differences, see “General
Information—Dividends, Distributions and Taxes” and “How You Can Buy and Sell
Shares—Conversions” in this Prospectus and “Purchase and Redemption of Creation
Units—Conversions” in the SAI for the Fund’s ETF Class shares. In addition,
because all of the classes of a Multi-Class ETF Fund are based on the same
portfolio, transactions through one class could generate portfolio transaction
costs and tax consequences for shareholders in other classes. For example,
shareholders of the ETF Class of a Multi-Class ETF Fund (i.e., as opposed to
shareholders of a standalone ETF) have the potential to experience greater
portfolio transaction costs and taxable capital gains distributions as a result
of purchases and redemptions by shareholders of a mutual fund share class, as
well as costs due to cash drag associated with the Fund holding the cash
necessary to satisfy redemptions of the mutual fund shares, which could
negatively impact the ETF Class shares’ performance. At the same time,
shareholders of all classes of a Multi-Class ETF Fund might benefit from cost
savings and economies of scale to the extent that the multiple classes draw
additional assets to the Multi-Class ETF Fund.
A
Multi-Class ETF Fund also is required to comply with certain requirements of
Rule 6c-11 under the 1940 Act in order to permit ETF operations, which are
requirements that do not normally apply to a mutual fund. For example, a
Multi-Class ETF Fund is required to provide daily transparency of the Fund’s
holdings, which has the potential to make the Fund more susceptible to front
running than a traditional mutual fund that provides more limited public
disclosure of portfolio holdings. Also, unlike a traditional mutual fund, the
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ETF
Class of a Multi-Class ETF Fund does not have the same flexibility to close the
ETF Class to new purchases.
The
use of this structure is subject to terms and conditions set forth in the SEC
exemptive order that are designed to ensure that the Adviser and the Board of
Trustees of the Fund focus on these potential issues on an initial and ongoing
basis. The conditions include that the Board, and a majority of the independent
Trustees, approve (initially, and at least annually thereafter) the operation of
a Multi-Class ETF Fund pursuant to a multiple-class plan, finding that the plan
is in the best interests of each mutual fund class and the ETF Class
individually, and in the best interests of the Multi-Class ETF Fund as a whole.
The Adviser shall prepare written reports to assist the Board’s findings that
contain information regarding, among other items, the potential and/or observed
benefits and costs to each class individually and the Fund as a whole due to the
structure, the appropriateness of the Fund’s investment strategy for the
structure, and the potential and/or observed material conflicts of interest
between the classes and/or material negative consequences resulting from the
structure.
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Purchase
and Sale of ETF Class Shares |
The
ETF Class shares are traded in the same way as a stand-alone ETF, which differs
from a mutual fund share class in important ways. Mutual fund share classes are
purchased and redeemed by all shareholders directly from the issuing fund at
NAV. By contrast, most investors will buy and sell shares of the ETF Class of
shares through a broker on a national securities exchange, where the ETF Class’s
shares are listed and trade throughout the day at market prices like shares of
other publicly traded securities. The ETF Class of shares does not impose any
minimum investment for shares purchased on an exchange or otherwise in the
secondary market. The ETF Class’s shares trade under the trading symbol listed
on the cover of this prospectus.
Purchasing
or selling shares of the ETF Class on an exchange or other secondary market
typically involves two types of costs. When purchasing or selling shares of the
ETF Class through a broker, you may incur a brokerage commission. The commission
is frequently a fixed amount and may be a significant proportional cost for
investors seeking to buy or sell small amounts of shares. In addition, you may
incur the cost of the “spread,” that is, any difference on the exchange between
the bid price and the ask price for a share of the ETF Class. The spread will
vary over time based on the Fund’s trading volume and market liquidity.
The
ETF Class share’s primary listing exchange is the NYSE Arca, Inc. (the “Listing
Exchange”). The Listing Exchange is open for trading Monday through Friday and
is closed on weekends and the following holidays: New Year’s Day, Martin Luther
King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Juneteenth Holiday,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
Book
Entry
Shares
of the ETF Class of the Fund are held in book-entry form, which means that no
stock certificates are issued. The Depository Trust Company (“DTC”)
or its nominee is the record owner of all outstanding shares of the ETF Class
and is recognized as the owner of all shares for all purposes.
Investors
owning ETF Class shares of the Fund are beneficial owners as shown on the
records of DTC or its participants. DTC serves as the securities depository for
shares of the ETF Class. DTC participants include securities brokers and
dealers, banks, trust companies, clearing corporations and other institutions
that directly or indirectly maintain
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Section
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How You Can Buy and Sell Shares |
a
custodial relationship with DTC. As a beneficial owner of shares, you are not
entitled to receive physical delivery of stock certificates or to have shares
registered in your name, and you are not considered a registered owner of
shares. Therefore, to exercise any right as an owner of shares, you must rely
upon the procedures of DTC and its participants. These procedures are the same
as those that apply to any other securities that you hold in book-entry or
“street name” form.
Share
Trading Prices
The
trading prices of the Fund’s ETF Class shares on the Listing Exchange generally
differ from the Fund’s NAV and are affected by market forces such as the supply
of and demand for the ETF Class’s shares as well as the securities held by the
Fund, economic conditions and other factors. The price you pay or receive when
you buy or sell your shares in the secondary market is based on the market price
of the ETF Class’s shares, which may be more or less than the NAV of such
shares.
Householding
Householding
is a method of delivery, based on the preference of the individual investor, in
which a single copy of certain shareholder documents can be delivered to
investors who share the same address, even if their accounts are registered
under different names. Please contact your broker-dealer if you are interested
in enrolling in householding and receiving a single copy of prospectuses and
other shareholder documents, or if you are currently enrolled in householding
and wish to change your householding status.
Investments
by Registered Investment Companies
Section
12(d)(1) of the 1940 Act restricts investments by registered investment
companies in the securities of other investment companies, including shares of
the Fund. Registered investment companies are permitted to invest in the Fund
beyond the limits set forth in Rule 12d1-4 under the 1940 Act, including that
such investment companies enter into an agreement with the Fund.
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Purchase
and Redemption of Creation Units |
Only
certain institutional investors (typically market makers or other
broker-dealers) who have entered into agreements with the Nuveen Securities,
LLC, the Fund’s distributor (the “Distributor”),
(“Authorized
Participants”)
may purchase and redeem ETF Class shares directly from the Fund at the ETF Class
NAV and only in large blocks of shares or multiples thereof (“Creation
Units”).
Except when aggregated in Creation Units, ETF Class shares are not redeemable.
An Authorized Participant must be either a DTC participant or a member of the
Continuous Net Settlement System of the National Securities Clearing Corporation
(“NSCC”).
The
ETF Class generally issues and redeems Creation Units in exchange for a
designated in-kind basket of securities and/or a designated amount of cash
(together, the “Basket”).
Each day the Listing Exchange is open for trading (a “Business
Day”),
prior to the opening of trading, the ETF Class publishes that day’s Basket
through NSCC or another method of public dissemination.
Orders
from Authorized Participants to create or redeem Creation Units may only be
placed on a Business Day and are subject to approval by the Distributor. The
prices at which creations and redemptions occur are based on the next
calculation of ETF Class NAV after an order is received and deemed acceptable by
the Distributor.
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Information
about the procedures regarding creation and redemption of Creation Units
(including the cut-off times for receipt of creation and redemption orders) is
included in the Fund’s statement of additional information.
A
shareholder holding a mutual fund class of the Fund may convert those shares to
ETF Class shares issued by the Fund to the extent supported by the shareholder's
financial intermediary. Shareholders should contact their financial intermediary
to determine the eligibility of their account for such a conversion. ETF Class
shares, whether acquired through a conversion or purchased on the secondary
market, cannot be converted to any other class of shares of the Fund or
exchanged for ETF Class shares of another Fund.
In
contrast to the mutual fund classes of shares of the Fund, however, ETF Class
shares must be held in a brokerage account. Accordingly, shareholders that hold
mutual fund class shares in an account directly with the Fund through its
transfer agent, or in a brokerage account that only allows the shareholder to
hold mutual fund shares, will need to independently designate an eligible
brokerage account for holding the ETF Class shares prior to a conversion.
Shareholders that hold mutual fund class shares in a 401(k) plan or other
employer-sponsored retirement or benefit plan generally may not convert those
shares to ETF Class shares and should check with their plan sponsor or
recordkeeper regarding eligibility.
A
conversion from a mutual fund class of shares to ETF Class shares of the Fund
will be processed at the relative NAVs of the respective share classes at the
time of conversion. Since DTC (or its nominee) serves as the record owner of,
and holds legal title to, the ETF Class shares of the Fund and does not support
the distribution and transfer of fractional shares, a shareholder may be unable
to convert a small portion of their mutual fund class shares into ETF Class
shares.
For
example, if a shareholder’s Class A shares were equal to 15.25 ETF Class shares
based on the relative NAVs of the classes, DTC’s system would only account for
the transfer of 15 whole ETF Class shares. If a shareholder’s financial
intermediary does not accommodate the ownership of fractional shares of ETFs
(e.g., while DTC’s systems do not allow for the distribution and transfer of
fractional shares of ETFs, a financial intermediary may acquire whole shares of
an ETF and allocate fractional shares of such ETF to its clients that are
recorded on the intermediary’s books), a shareholder would be required to redeem
the portion of their Class A shares investment equal to 0.25 fractional ETF
Class shares. Albeit small, such redemption would be a taxable event assuming
the Class A shares are held in a taxable account. Shareholders will not
otherwise recognize a taxable gain (or loss) on the conversion of mutual fund
class shares of the Fund into ETF Class shares.
Shareholders
should contact their financial intermediary to determine whether a conversion or
the redemption of fractional shares may be subject to fees and expenses. The
Fund does not impose a transaction fee on conversions but reserves the right to
change such policy or to limit, temporarily suspend, or terminate the conversion
privilege in the future.
Shareholders
that invest in the Fund through a financial intermediary should contact their
financial intermediary for information regarding conversions. The length of the
conversion process will depend on a shareholder’s financial intermediary, but
may take anywhere from several days to several weeks from the date of the
request.
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Section
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How You Can Buy and Sell Shares |
Shareholders
will remain fully invested in their mutual fund class shares until the
conversion process is complete.
A
blackout period for conversions into ETF Class shares may be imposed by the Fund
around the dates the Fund declares dividends. This may be necessary to
accommodate the operational requirements of certain financial
intermediaries.
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How You Can Buy and Sell Shares |
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Section
4
General Information
To
help you understand the tax implications of investing in the Fund, this section
includes important details about how the Fund makes distributions to
shareholders. We discuss some other Fund policies as well. Please consult the
statement of additional information and your tax advisor for more information
about taxes.
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Dividends,
Distributions and Taxes |
Dividends
from the Fund's net investment income, if any, are normally declared and paid
quarterly. Any capital gains are normally distributed at least once each year.
The Fund may declare and pay dividends, capital gains or other taxable
distributions more frequently, if necessary or appropriate in the Board's
discretion. Shareholders of the ETF Class will generally receive cash dividend
payments later than shareholders of the mutual fund share classes of the Fund.
The timing difference is due to the exchange-traded structure of the ETF Class
shares and applies to all ETFs, regardless of whether they are Multi-Class ETF
Funds that also offer mutual fund share classes.
As
a Fund shareholder, you are entitled to your share of the Fund’s income and net
realized gains on its investments. The Fund pays out substantially all of its
net earnings to its shareholders as dividends and distributions.
The
Fund may earn interest from debt securities. These amounts, net of expenses and
taxes (if applicable), are passed along to Fund shareholders as dividends.
Dividends, if any, are declared and paid quarterly.
The
Fund will generally realize short-term capital gains or losses whenever it sells
assets held for one year or less. Net short-term capital gains will generally be
treated as ordinary income when distributed to shareholders. The Fund will
generally realize long-term capital gains or losses whenever it sells assets
held for more than one year. Net capital gains (the excess of the Fund’s net
long-term capital gains over its net short-term capital losses) are distributed
to shareholders once a year at year end.
The
Fund may utilize derivatives or make investments in certain securities which
result in distributions that ultimately constitute a return of capital to
shareholders.
The
Fund reserves the right to declare special distributions if such action is
necessary or advisable to preserve its status as a regulated investment company
or to avoid imposition of income or excise taxes on undistributed income or
realized gains.
Your
broker is responsible for distributing any dividends and capital gain
distributions to you.
Dividend
Reinvestment Service
In
contrast to the distributions for a mutual fund share class, no dividend
reinvestment service is provided by the Fund’s ETF Class. Broker-dealers may
make available the DTC book-entry Dividend Reinvestment Service for use by
beneficial owners of the ETF Class for reinvestment of their dividend
distributions. Beneficial owners should contact their broker to determine the
availability and costs of the service and the details of participation therein.
Brokers may require beneficial owners to adhere to specific procedures and
timetables. If this service is available and used, dividend distributions of
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Section
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General Information |
both
income and realized gains will be automatically reinvested in additional whole
shares of the ETF Class purchased in the secondary market.
Taxes
and Tax Reporting
As
with any investment, you should consider how your investment in shares of the
Fund will be taxed. The tax information in this prospectus is provided as
general information, based on current laws, which may be changed by legislative,
judicial or administrative action. You should not consider this summary to be a
comprehensive explanation of the tax treatment of the Fund, or the tax
consequences of an investment in the Fund. There is no guarantee that shares of
the Fund will receive certain regulatory or accounting treatment. You should
consult your own tax professional about the tax consequences of an investment in
shares of the Fund. Unless your investment in Fund shares is made through a
tax-exempt entity or tax-deferred retirement account, such as an IRA, you need
to be aware of the possible tax consequences when the Fund makes distributions,
you sell Fund shares, or (for Authorized Participants only) you purchase or
redeem Creation Units.
The
Fund intends to qualify each year for treatment as a regulated investment
company. If it meets certain minimum distribution requirements, a regulated
investment company is not subject to tax at the fund level on income and gains
from investments that are timely distributed to shareholders. However, the
Fund’s failure to qualify as a regulated investment company or to meet minimum
distribution requirements would result (if certain relief provisions were not
available) in fund-level taxation and, consequently, a reduction in income
available for distribution to shareholders.
The
Fund intends to make distributions that may be taxed as ordinary income or
capital gains. Distributions of the Fund’s net capital gain are taxable as
long-term capital gains regardless of how long you have owned your shares. For
non-corporate shareholders, long-term capital gains are generally taxable at tax
rates up to 20% (lower tax rates apply to individuals in lower tax brackets),
while distributions from short-term capital gains and net investment income are
generally taxable as ordinary income. The tax you pay on a given capital gains
distribution depends generally on how long the Fund has held the portfolio
securities it sold and not on how long you have owned your Fund shares.
Dividends
that are reported by the Fund as qualified dividend income are generally taxable
to non-corporate shareholders at tax rates of up to 20% (lower rates apply to
individuals in lower tax brackets). Qualified dividend income generally is
income derived from dividends paid to the Fund by U.S. corporations or certain
foreign corporations that are either incorporated in a U.S. possession or
eligible for tax benefits under certain U.S. income tax treaties. In addition,
dividends that the Fund receives in respect of stock of certain foreign
corporations may be qualified dividend income if that stock is readily tradable
on an established U.S. securities market. For dividends to be taxed as qualified
dividend income to a non-corporate shareholder, the Fund must satisfy certain
holding period requirements with respect to the underlying stock and the
non-corporate shareholder must satisfy holding period requirements with respect
to his or her ownership of Fund shares. Holding periods may be suspended for
these purposes for stock that is hedged.
Corporate
shareholders may be entitled to a dividends-received deduction for the portion
of dividends they receive from the Fund that are attributable to dividends
received by the Fund from U.S. corporations, subject to certain
limitations.
The
sale of shares in your account may produce a gain or loss, and is a taxable
event. Any capital gain or loss realized upon a sale of Fund shares is
generally treated
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25 |
as
a long-term gain or loss if you held the shares you sold for more than one year.
Any capital gain or loss realized upon a sale of Fund shares held for one year
or less is generally treated as a short-term gain or loss, except that any
capital loss on a sale of shares held for six months or less is treated as a
long-term capital loss to the extent of long-term capital gain dividends paid
with respect to such shares. The ability to deduct capital losses may be limited
depending on your circumstances.
In
general, your distributions are subject to federal income tax for the year in
which they are paid. Distributions paid in January, but declared and payable to
shareholders of record in October, November or December of the prior year,
however, may be taxable to you in the prior year.
Early
in each year, you will receive a statement from the firm through which you hold
your Fund shares detailing the amount and nature of all distributions that you
were paid during the prior year. The tax status of your distributions is
the same whether you reinvest them or elect to receive them in cash.
Dividends
and distributions from the Fund and capital gain on the sale of Fund shares are
generally taken into account in determining a shareholder’s “net investment
income” for purposes of the Medicare contribution tax applicable to certain
individuals, estates and trusts.
When
seeking to satisfy redemption requests in whole or in part on a cash basis, the
Fund may be required to sell portfolio securities in order to obtain the cash
needed to distribute redemption proceeds. This may cause the Fund to recognize
investment income and/or capital gains or losses that it might not have
recognized if it had completely satisfied the redemption in-kind. As a result,
the Fund may be less tax efficient if it includes such a cash payment than if
the in-kind redemption process were used. A Fund may be required to sell certain
securities from its Actual Portfolio, including to the extent the composition of
the Actual Portfolio differs from that of the Proxy Portfolio, prior to
effecting an in-kind redemption to ensure it distributes the proper securities
to Authorized Participants. Any such sales may generate taxable gain or
loss.
Distributions
(other than capital gain dividends) paid to individual shareholders that are
neither citizens nor residents of the U.S. or to foreign entities will generally
be subject to a U.S. withholding tax at the rate of 30%, unless a lower treaty
rate applies. Gains realized by foreign shareholders from the sale or other
disposition of shares of the Fund generally are not subject to U.S. taxation,
unless the recipient is an individual who is physically present in the U.S. for
183 days or more per year. The Fund may, under certain circumstances, report all
or a portion of a dividend as an “interest-related dividend” or a “short-term
capital gain dividend,” which would generally be exempt from this 30% U.S.
withholding tax, provided certain other requirements are met. Different tax
consequences may result if you are a foreign shareholder engaged in a trade or
business within the United States or if you are a foreign shareholder entitled
to claim the benefits of a tax treaty.
Please
note that if you do not furnish the Fund with your correct Social Security
number or employer identification number, you fail to provide certain
certifications to the Fund, you fail to certify whether you are a U.S. citizen
or a U.S. resident alien, or the Internal Revenue Service notifies the Fund to
withhold, federal law requires the Fund to withhold federal income tax from your
distributions and redemption proceeds at the applicable withholding rate.
Buying
or Selling Shares Close to a Record Date
Buying
Fund shares shortly before the record date for a taxable dividend or capital
gain distribution is commonly known as “buying the dividend” and generally
should be
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Section
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avoided
by taxable investors. The entire distribution may be taxable to you even though
a portion of the distribution effectively represents a return of your purchase
price.
Cost
Basis Method
You
may elect a cost basis method to apply to shares held in your account with your
financial intermediary. The cost basis method you select will determine the
order in which such shares are sold and how your cost basis information is
calculated and subsequently reported to you and to the Internal Revenue Service.
Please consult your tax advisor to determine which cost basis method best suits
your specific situation. Please contact your financial intermediary for
instructions on how to make your election. If you do not make an election, your
financial intermediary will choose its own default cost basis method.
Taxes
on Creation and Redemption of Creation Units
An
Authorized Participant having the U.S. dollar as its functional currency for
U.S. federal income tax purposes that exchanges securities for Creation Units
generally will recognize a gain or loss equal to the difference between (i) the
sum of the market value of the Creation Units at the time of the exchange and
any amount of cash received by the Authorized Participant in the exchange and
(ii) the sum of the exchanger’s aggregate basis in the securities surrendered
and any amount of cash paid for such Creation Units. An Authorized Participant
who redeems Creation Units will generally recognize a gain or loss equal to the
difference between the exchanger’s basis in the Creation Units and the sum of
the aggregate U.S. dollar market value of the securities plus the amount of any
cash received for such Creation Units. The Internal Revenue Service, however,
may assert that a loss that is realized upon an exchange of securities for
Creation Units may not be currently deducted under the rules governing “wash
sales” (for a person who does not mark-to-market its holdings), or on the basis
that there has been no significant change in economic position.
Gain
or loss recognized by an Authorized Participant upon an issuance of Creation
Units in exchange for securities, or upon a redemption of Creation Units, may be
capital or ordinary gain or loss depending on the circumstances. Any capital
gain or loss realized upon an issuance of Creation Units in exchange for
securities will generally be treated as long-term capital gain or loss if the
securities have been held for more than one year. Any capital gain or loss
realized upon the redemption of a Creation Unit will generally be treated as
long-term capital gain or loss if the ETF Class shares comprising the Creation
Unit have been held for more than one year. Otherwise, such capital gains or
losses are treated as short-term capital gains or losses.
Persons
exchanging securities for Creation Units should consult their own tax advisors
with respect to the tax treatment of any creation or redemption transaction and
whether the wash sales rules apply and when a loss might be deductible. If you
purchase or redeem Creation Units, you will be sent a confirmation statement
showing how many ETF Class shares you purchased or redeemed and at what
price.
Foreign
Investments by the Fund
Dividends,
interest and other income received by the Fund with respect to foreign
securities may give rise to withholding and other taxes imposed by foreign
countries. Tax conventions between certain countries and the United States may
reduce or eliminate such taxes. The Fund may need to file special claims for
refund to secure the benefit of a reduced rate. If as of the close of a taxable
year more than 50% of the total assets of the Fund consist of stock or
securities of foreign corporations, the Fund may elect to “pass through” to
investors the amount of foreign income and similar taxes (including withholding
taxes) paid by the Fund during that taxable year. If the Fund elects to “pass
| |
|
|
Section
4
General Information |
27 |
through”
such foreign taxes, then investors will be considered to have received as
additional income their respective shares of such foreign taxes, but may be
entitled to either a corresponding tax deduction in calculating taxable income,
or, subject to certain limitations, a credit in calculating federal income
tax.
The
foregoing discussion summarizes some of the consequences under current U.S.
federal tax law of an investment in the Fund. It is not a substitute for
personal tax advice. You may also be subject to state and local taxation on Fund
distributions and sales of shares. Consult your personal tax advisor about the
potential tax consequences of an investment in shares of the Fund under all
applicable tax laws.
Nuveen
Securities, LLC, the Fund’s distributor, distributes Creation Units for the
Fund’s ETF Class on an agency basis. The Distributor does not maintain a
secondary market in shares of the ETF Class. The Distributor has no role in
determining the policies of the Fund or the securities that are purchased or
sold by the Fund. The Distributor’s principal address is 333 West Wacker Drive,
Chicago, Illinois 60606.
| |
Distribution
and Service Payments |
Distribution
and Service Plan
The
Fund has adopted a distribution and service plan under Rule 12b-1 under the 1940
Act with respect to the Fund’s ETF Class shares pursuant to which the ETF Class
is authorized to pay fees at an annual rate of up to 0.25% of the ETF Class’s
average daily net assets for the sale and distribution of the ETF Class’s
shares.
No
distribution fees are currently charged to the Fund’s ETF Class shares; there
are no plans to impose distribution fees, and no such fees will be charged for
at least twelve months from the date of this prospectus. Additionally, the
implementation of any such fees would require approval by the Board prior to
implementation. Because these fees would be paid out of the ETF Class’s assets
on an on-going basis, if such fees are charged in the future, they would
increase the cost of your investment and might cost you more over time than
paying other types of sales charges.
Other
Payments by the Adviser
The
Adviser and/or its affiliates may make payments to broker-dealers, registered
investment advisers, banks or other intermediaries (together, “intermediaries”)
related to marketing activities and presentations, educational training
programs, conferences, the development of technology platforms and reporting
systems, data provision services, or their making ETF Class shares of the Fund
and certain other Nuveen ETFs and/or ETF Classes of Nuveen Funds available to
their customers generally and in certain investment programs. Such payments,
which may be significant to the intermediary, are not made by the Fund. Rather,
such payments are made by the Adviser and/or its affiliates from their own
resources, which come directly or indirectly in part from fees paid by the
Nuveen ETFs complex and/or ETF Classes of Nuveen Funds. Payments of this type
are sometimes referred to as revenue-sharing payments. A financial intermediary
may make decisions about which investment options it recommends or makes
available, or the level of services provided, to its customers based on the
payments it is eligible to receive. Therefore, such payments to an intermediary
create conflicts of interest between the intermediary and its customers and may
cause the intermediary to recommend the ETF Class of the Fund or other Nuveen
ETFs and/or
| |
|
|
28 |
Section
4
General Information |
Nuveen
ETF Classes of Nuveen Funds over another investment. More information regarding
these payments is contained in the Funds’ statement of additional
information.
The
ETF Class net asset value is determined as of the close of trading (normally
4:00 p.m. New York time) on the NYSE on each Business Day. The ETF Class of the
Fund’s latest net asset value per share is available on the ETF Class of the
Fund’s website at www.nuveen.com/etf. NAV is generally based on prices at the
time of the close of trading on the NYSE; however, trading in U.S. government
securities, money market instruments and certain fixed-income securities is
substantially completed each day at various times prior to the close of trading
on the NYSE, and the values of such securities used in computing the NAV of the
ETF Class are generally determined as of such times. Net asset value is
calculated for each class of the Fund by taking the value of the class’s total
assets, including interest or dividends accrued but not yet collected, less all
liabilities, and dividing by the total number of shares outstanding. The result,
rounded to the nearest cent, is the net asset value per share. A transaction
will be priced at NAV only for purchases or redemptions of Creation Units (an
option only available to Authorized Participants) or in connection with a
shareholder’s conversion of the Fund’s mutual fund shares into the Fund’s ETF
Class shares.
In
determining net asset value, exchange-traded instruments generally are valued at
the last reported sales price or official closing price on an exchange, if
available. If such market quotations are not readily available or are not
considered reliable, an exchange-traded instrument will be valued at its fair
value as determined in good faith using procedures approved by Nuveen Fund
Advisors, subject to the oversight of the Board of Trustees. For example, the
fair value of an exchange-traded instrument may be determined using prices
provided by independent pricing services or obtained from other sources, such as
broker-dealer quotations. Independent pricing services typically value
non-exchange-traded instruments utilizing a range of market-based inputs and
assumptions. For example, when available, pricing services may utilize inputs
such as benchmark yields, reported trades, broker-dealer quotes, spreads, and
transactions for comparable instruments. In pricing certain instruments, the
pricing services may consider information about an instrument’s issuer or market
activity provided by the Fund’s investment adviser or sub-adviser. Pricing
service valuations of non-exchange-traded instruments represent the service’s
good faith opinion as to what the holder of an instrument would receive in an
orderly transaction for an institutional round lot position under current market
conditions. It is possible that these valuations could be materially different
from the value that the Fund realizes upon the sale of an instrument. Non-U.S.
securities and currency are valued in U.S. dollars based on non-U.S. currency
exchange rate quotations supplied by an independent quotation service.
For
non-U.S. traded securities whose principal local markets close before the close
of the NYSE, the Fund may adjust the local closing price based upon such factors
as developments in non-U.S. markets, the performance of U.S. securities markets
and the performance of instruments trading in U.S. markets that represent
non-U.S. securities. The Fund may rely on an independent fair valuation service
in making any such fair value determinations. If the Fund holds exchange-traded
instruments that are primarily listed on non-U.S. exchanges, the value of such
instruments may change on days when shareholders will not be able to purchase or
redeem the Fund’s shares.
The
price of an exchange-traded instrument may be determined unreliable in various
circumstances. For example, a price may be deemed unreliable if it has not
changed for
| |
|
|
Section
4
General Information |
29 |
an
identified period of time, or has changed from the previous day’s price by more
than a threshold amount, and recent transactions and/or broker dealer price
quotations differ materially from the price in question.
The
Board of Trustees has designated Nuveen Fund Advisors as the Fund’s valuation
designee pursuant to Rule 2a-5 under the 1940 Act and delegated to Nuveen Fund
Advisors the day-to-day responsibility of making fair value determinations. All
fair value determinations are made in accordance with procedures adopted by
Nuveen Fund Advisors, subject to the oversight of the Board of Trustees. As a
general principle, the fair value of a portfolio instrument is the amount that
an owner might reasonably expect to receive upon the instrument’s current sale.
A range of factors and analysis may be considered when determining fair value,
including relevant market data, interest rates, credit considerations and/or
issuer specific news. However, fair valuation involves subjective judgments and
it is possible that the fair value determined for a portfolio instrument may be
materially different from the value that could be realized upon the sale of that
instrument.
The
Fund is intended for long-term investment and should not be used for excessive
trading. Excessive trading in the Fund’s shares can disrupt portfolio
management, lead to higher operating costs, and cause other operating
inefficiencies for the Fund. However, the Fund is also mindful that shareholders
may have valid reasons for periodically purchasing and redeeming Fund
shares.
Accordingly,
the Fund has adopted a Frequent Trading Policy that seeks to balance the Fund’s
need to prevent excessive trading in Fund shares while offering investors the
flexibility in managing their financial affairs to make periodic purchases and
redemptions of Fund shares.
The
Fund’s Frequent Trading Policy does not impose any restrictions on the frequency
of purchases and redemptions (“frequent
trading”)
for the Fund’s ETF Class shares; however, the Fund reserves the right to reject
or limit purchases at any time as described in the statement of additional
information. In determining that no restrictions on frequent trading were
necessary, the Board evaluated the risks of frequent trading to the ETF Class
shares and its shareholders. The Board considered that the ETF Class’s shares
can only be purchased and redeemed directly from the Fund in Creation Units by
Authorized Participants, and that the vast majority of trading in the ETF
Class’s shares occurs on the secondary market. Because secondary market trades
do not involve the Fund directly, the Board concluded that such trades were
unlikely to cause many of the harmful effects of frequent trading, including
dilution, disruption of portfolio management, increases in the Fund’s trading
costs and the realization of capital gains. With respect to purchases and
redemptions by Authorized Participants directly from the ETF Class shares that
are effected in-kind (i.e., for securities), the Board concluded that those
trades do not have the potential to cause the harmful effects that may result
from frequent cash trades. To the extent that the ETF Class shares may effect
the purchase or redemption of Creation Units in exchange wholly or partially for
cash, the Board recognized that such trades could result in dilution to the Fund
and increased transaction costs, which could negatively impact the Fund’s
ability to achieve its investment objective. However, the Board noted that
direct trading by Authorized Participants is critical to ensuring that the ETF
Class’s shares trade at or close to NAV. In addition, the Board recognized that
the Fund’s ETF Class imposes fixed and variable transaction fees
| |
|
|
30 |
Section
4
General Information |
on
purchases and redemptions of Creation Units to cover the custodial and other
costs incurred by the Fund’s ETF Class in effecting trades.
| |
Premium/Discount
Information |
Information
showing the number of days the market price of the ETF Class’s shares was
greater than the ETF Class’s NAV per share (i.e., at a premium) and the number
of days it was less than the ETF Class’s NAV per share (i.e., at a discount) are
made available on the Fund’s ETF Class website at www.nuveen.com/etf.
The
custodian of the assets of the Fund is State Street Bank and Trust Company
(“State
Street”),
One Congress Street, Suite 1, Boston, Massachusetts 02114-2016. The
custodian also provides certain accounting services to the Fund. The transfer,
shareholder services and dividend paying agent of the Fund's ETF Class of shares
is also State Street, and they perform bookkeeping, data processing and
administrative services for the maintenance of shareholder
accounts.
The
ETF Class shares of the Fund are not sponsored, endorsed or promoted by the
Listing Exchange. The Listing Exchange makes no representation or warranty,
express or implied, to the owners of shares of the Fund or any member of the
public regarding the ability of the Fund to achieve its investment objective.
The Listing Exchange is not responsible for, nor has it participated in, the
determination of the timing of, prices of or quantities of shares of the Fund to
be issued, nor in the determination or calculation of the equation by which the
shares are redeemable. The Listing Exchange has no obligation or liability to
owners of shares of the Fund in connection with the administration, marketing or
trading of shares of the Fund. Without limiting any of the foregoing, in no
event shall the Listing Exchange have any liability for any direct, indirect,
special, punitive, consequential or any other damages (including lost profits)
even if notified of the possibility of such damages.
| |
|
|
Section
4
General Information |
31 |
Section
5
Financial Highlights
The
financial highlights table is intended to help you understand the Fund’s
financial performance for the past five fiscal years. Certain information
reflects financial results for a single Fund share. Because the ETF Class shares
of the Fund have not commenced operations as of the date of this prospectus,
financial highlights are not provided for that share class. Financial
highlights for the mutual fund shares of the Fund are shown to provide investors
with financial information about the Fund. The mutual fund shares of the Fund
would have substantially similar returns as the ETF Class shares because the
shares are invested in the same portfolio securities. Returns for the ETF Class
shares and mutual fund shares may vary due to differences in their expenses. The
total returns in the table represent the rate that an investor would have earned
(or lost) on an investment in the Fund (assuming reinvestment of all dividends
and distributions). The information has been derived from the Fund’s financial
statements, which have been audited by PricewaterhouseCoopers LLP, whose report
for the most recent fiscal year, along with the Fund's financial statements, are
filed on Form N-CSR, which is available upon request. The information with
respect to the six months ended January 31, 2026 is unaudited and is included in
the Fund's Form N-CSRS, which is available upon request.
Nuveen
Dividend Growth Fund
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment
Operations |
|
|
Less
Distributions |
|
|
Ratios/Supplemental
Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios
of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios
of |
Investment |
|
|
|
Net
Asset |
Net |
Net |
|
|
|
|
|
|
Net
Asset |
|
Net |
Expenses |
Income
(Loss) |
|
|
|
Value, |
Investment |
Realized/ |
|
|
|
|
From |
|
Value, |
|
Assets, |
to
Average |
to
Average |
Portfolio |
|
Year
Ended |
Beginning |
Income
(NII) |
Unrealized |
|
|
|
From |
Net
Realized |
|
End
of |
Total |
End
of |
Net |
Net |
Turnover |
|
July
31: |
of
Period |
(Loss)(a) |
Gain
(Loss) |
Total |
|
|
NII |
Gains |
Total |
Period |
Return(b) |
Period
(000) |
Assets(c) |
Assets(c)(d) |
Rate |
|
Class
A |
|
2026
(e) |
$ |
64.16 |
|
$ |
0.28 |
|
$ |
3.65 |
|
$ |
3.93 |
|
|
|
|
|
$ |
(0.28 |
) |
$ |
(4.98 |
) |
$ |
(5.26 |
) |
$ |
62.83 |
|
6.26 |
% |
$ |
1,172,852 |
0.90 |
%(f) |
0.86 |
%(f) |
8 |
% |
|
|
2025 |
|
62.40 |
|
|
0.57 |
|
|
5.23 |
|
|
5.80 |
|
|
|
|
|
|
(0.57 |
) |
|
(3.47 |
) |
|
(4.04 |
) |
|
64.16 |
|
9.43 |
|
|
1,161,600 |
0.91 |
|
0.90 |
|
12 |
|
|
|
2024 |
|
54.65 |
|
|
0.59 |
|
|
8.69 |
|
|
9.28 |
|
|
|
|
|
|
(0.60 |
) |
|
(0.93 |
) |
|
(1.53 |
) |
|
62.40 |
|
17.35 |
|
|
1,121,499 |
0.92 |
|
1.05 |
|
11 |
|
|
|
2023 |
|
51.54 |
|
|
0.59 |
|
|
4.26 |
|
|
4.85 |
|
|
|
|
|
|
(0.61 |
) |
|
(1.13 |
) |
|
(1.74 |
) |
|
54.65 |
|
9.75 |
|
|
976,938 |
0.92 |
|
1.16 |
|
17 |
|
|
|
2022 |
|
53.39 |
|
|
0.55 |
|
|
(0.49 |
) |
|
0.06 |
|
|
|
|
|
|
(0.56 |
) |
|
(1.35 |
) |
|
(1.91 |
) |
|
51.54 |
|
(0.04 |
) |
|
932,555 |
0.91 |
|
1.04 |
|
17 |
|
|
|
2021 |
|
43.32 |
|
|
0.62 |
|
|
11.55 |
|
|
12.17 |
|
|
|
|
|
|
(0.58 |
) |
|
(1.52 |
) |
|
(2.10 |
) |
|
53.39 |
|
28.85 |
|
|
837,090 |
0.92 |
|
1.29 |
|
15 |
|
|
|
Class
C |
|
2026
(e) |
|
64.11 |
|
|
0.04 |
|
|
3.64 |
|
|
3.68 |
|
|
|
|
|
|
(0.04 |
) |
|
(4.98 |
) |
|
(5.02 |
) |
|
62.77 |
|
5.85 |
|
|
140,172 |
1.65 |
(f) |
0.11 |
(f) |
8 |
|
|
|
2025 |
|
62.36 |
|
|
0.10 |
|
|
5.22 |
|
|
5.32 |
|
|
|
|
|
|
(0.10 |
) |
|
(3.47 |
) |
|
(3.57 |
) |
|
64.11 |
|
8.61 |
|
|
159,004 |
1.66 |
|
0.15 |
|
12 |
|
|
|
2024 |
|
54.63 |
|
|
0.18 |
|
|
8.67 |
|
|
8.85 |
|
|
|
|
|
|
(0.19 |
) |
|
(0.93 |
) |
|
(1.12 |
) |
|
62.36 |
|
16.46 |
|
|
194,806 |
1.67 |
|
0.32 |
|
11 |
|
|
|
2023 |
|
51.52 |
|
|
0.21 |
|
|
4.26 |
|
|
4.47 |
|
|
|
|
|
|
(0.23 |
) |
|
(1.13 |
) |
|
(1.36 |
) |
|
54.63 |
|
8.92 |
|
|
240,863 |
1.67 |
|
0.42 |
|
17 |
|
|
|
2022 |
|
53.33 |
|
|
0.15 |
|
|
(0.49 |
) |
|
(0.34 |
) |
|
|
|
|
|
(0.12 |
) |
|
(1.35 |
) |
|
(1.47 |
) |
|
51.52 |
|
(0.79 |
) |
|
295,522 |
1.66 |
|
0.29 |
|
17 |
|
|
|
2021 |
|
43.28 |
|
|
0.26 |
|
|
11.54 |
|
|
11.80 |
|
|
|
|
|
|
(0.23 |
) |
|
(1.52 |
) |
|
(1.75 |
) |
|
53.33 |
|
27.89 |
|
|
305,518 |
1.67 |
|
0.55 |
|
15 |
|
|
|
Class
R6 |
|
2026
(e) |
|
64.85 |
|
|
0.38 |
|
|
3.68 |
|
|
4.06 |
|
|
|
|
|
|
(0.38 |
) |
|
(4.98 |
) |
|
(5.36 |
) |
|
63.55 |
|
6.40 |
|
|
2,872,148 |
0.61 |
(f) |
1.15 |
(f) |
8 |
|
|
|
2025 |
|
63.03 |
|
|
0.76 |
|
|
5.30 |
|
|
6.06 |
|
|
|
|
|
|
(0.77 |
) |
|
(3.47 |
) |
|
(4.24 |
) |
|
64.85 |
|
9.77 |
|
|
2,510,434 |
0.61 |
|
1.20 |
|
12 |
|
|
|
2024 |
|
55.19 |
|
|
0.77 |
|
|
8.78 |
|
|
9.55 |
|
|
|
|
|
|
(0.78 |
) |
|
(0.93 |
) |
|
(1.71 |
) |
|
63.03 |
|
17.70 |
|
|
2,518,257 |
0.62 |
|
1.36 |
|
11 |
|
|
|
2023 |
|
52.05 |
|
|
0.75 |
|
|
4.29 |
|
|
5.04 |
|
|
|
|
|
|
(0.77 |
) |
|
(1.13 |
) |
|
(1.90 |
) |
|
55.19 |
|
10.05 |
|
|
2,398,869 |
0.62 |
|
1.46 |
|
17 |
|
|
|
2022 |
|
53.92 |
|
|
0.72 |
|
|
(0.49 |
) |
|
0.23 |
|
|
|
|
|
|
(0.75 |
) |
|
(1.35 |
) |
|
(2.10 |
) |
|
52.05 |
|
0.28 |
|
|
2,394,117 |
0.61 |
|
1.34 |
|
17 |
|
|
|
2021 |
|
43.74 |
|
|
0.78 |
|
|
11.66 |
|
|
12.44 |
|
|
|
|
|
|
(0.74 |
) |
|
(1.52 |
) |
|
(2.26 |
) |
|
53.92 |
|
29.24 |
|
|
3,103,203 |
0.62 |
|
1.57 |
|
15 |
|
|
| |
|
|
32 |
Section
5
Financial Highlights |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment
Operations |
|
|
Less
Distributions |
|
|
Ratios/Supplemental
Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios
of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios
of |
Investment |
|
|
|
Net
Asset |
Net |
Net |
|
|
|
|
|
|
Net
Asset |
|
Net |
Expenses |
Income
(Loss) |
|
|
|
Value, |
Investment |
Realized/ |
|
|
|
|
From |
|
Value, |
|
Assets, |
to
Average |
to
Average |
Portfolio |
|
Year
Ended |
Beginning |
Income
(NII) |
Unrealized |
|
|
|
From |
Net
Realized |
|
End
of |
Total |
End
of |
Net |
Net |
Turnover |
|
July
31: |
of
Period |
(Loss)(a) |
Gain
(Loss) |
Total |
|
|
NII |
Gains |
Total |
Period |
Return(b) |
Period
(000) |
Assets(c) |
Assets(c)(d) |
Rate |
|
Class
I |
|
2026
(e) |
|
64.06 |
|
|
0.36 |
|
|
3.64 |
|
|
4.00 |
|
|
|
|
|
|
(0.36 |
) |
|
(4.98 |
) |
|
(5.34 |
) |
|
62.72 |
|
6.38 |
|
|
2,473,939 |
0.65 |
(f) |
1.11 |
(f) |
8 |
|
|
|
2025 |
|
62.31 |
|
|
0.73 |
|
|
5.21 |
|
|
5.94 |
|
|
|
|
|
|
(0.72 |
) |
|
(3.47 |
) |
|
(4.19 |
) |
|
64.06 |
|
9.70 |
|
|
2,512,395 |
0.66 |
|
1.15 |
|
12 |
|
|
|
2024 |
|
54.57 |
|
|
0.73 |
|
|
8.68 |
|
|
9.41 |
|
|
|
|
|
|
(0.74 |
) |
|
(0.93 |
) |
|
(1.67 |
) |
|
62.31 |
|
17.64 |
|
|
2,517,704 |
0.67 |
|
1.31 |
|
11 |
|
|
|
2023 |
|
51.47 |
|
|
0.72 |
|
|
4.25 |
|
|
4.97 |
|
|
|
|
|
|
(0.74 |
) |
|
(1.13 |
) |
|
(1.87 |
) |
|
54.57 |
|
10.01 |
|
|
2,392,913 |
0.67 |
|
1.41 |
|
17 |
|
|
|
2022 |
|
53.33 |
|
|
0.68 |
|
|
(0.49 |
) |
|
0.19 |
|
|
|
|
|
|
(0.70 |
) |
|
(1.35 |
) |
|
(2.05 |
) |
|
51.47 |
|
0.22 |
|
|
2,342,735 |
0.66 |
|
1.29 |
|
17 |
|
|
|
2021 |
|
43.28 |
|
|
0.74 |
|
|
11.53 |
|
|
12.27 |
|
|
|
|
|
|
(0.70 |
) |
|
(1.52 |
) |
|
(2.22 |
) |
|
53.33 |
|
29.15 |
|
|
2,294,045 |
0.67 |
|
1.54 |
|
15 |
|
|
|
(a) |
Based
on average shares outstanding. |
|
|
(b) |
Total
returns are at NAV and do not include any sales charge. Total returns are
not annualized. |
|
|
(c) |
The
Fund has a contractual fee waiver/expense reimbursement agreement with
Nuveen Fund Advisors, but did not receive a fee waiver/expense
reimbursement during the periods presented herein. |
|
|
(d) |
Includes
voluntary compensation from Nuveen Fund Advisors. |
|
|
(e) |
For
the six months ended January 31, 2026 (unaudited). |
|
|
(f) |
Annualized. |
|
| |
|
|
Section
5
Financial Highlights |
33 |
Several
additional sources of information are available to you, including the codes of
ethics adopted by the Fund, Nuveen, LLC, Nuveen Fund Advisors and Nuveen Asset
Management. The
statement of additional information for the
ETF Class shares of the Fund, incorporated by reference into this prospectus,
contains detailed information on the policies and operation of the ETF Class
shares of the Fund included in this prospectus. Additional information about the
Fund's investments is available in the annual and semi-annual reports to
shareholders and in Form N-CSR. In the Fund's annual report, you will find a
discussion of the market conditions and investment strategies that significantly
affected the Fund's performance during its last fiscal year. In Form N-CSR, you
will find the Fund's annual and semi-annual financial statements.
The
Fund's most recent statement of additional information, annual and semi-annual
reports and certain other information such as financial statements are
available, free of charge, by calling Nuveen Investor Services at (888)
290-9881, on the Fund's website at www.nuveen.com/etf, or through your financial
advisor. Shareholders may call the toll free number above with any
inquiries.
You
may also obtain this and other Fund information directly from the Securities and
Exchange Commission (“SEC”).
Reports and other information about the Fund are available on the EDGAR Database
on the SEC’s website at http://www.sec.gov. You may also request Fund
information by sending an e-mail request to [email protected]. The SEC may
charge a copying fee for this information.
No
person has been authorized to give any information or to make any
representations other than those contained in this prospectus in connection with
the offer of the Fund’s ETF Class shares, and, if given or made, the information
or representations must not be relied upon as having been authorized by the
Fund. Neither the delivery of this prospectus nor any sale of the Fund’s ETF
Class shares shall under any circumstance imply that the information contained
herein is correct as of any date after the date of this prospectus. Please read
and keep this prospectus for future reference.
Dealers
effecting transactions in the Fund’s ETF Class shares, whether or not
participating in this distribution, are generally required to deliver a
prospectus. This is in addition to any obligation of dealers to deliver a
prospectus when acting as underwriters.
The
Fund is a series of Nuveen Investment Trust II, whose Investment Company Act
file number is 811-08333.
Distributed
by
Nuveen
Securities, LLC
333
West Wacker Drive
Chicago,
Illinois 60606
www.nuveen.com/etf
![[image]](g123603img_854ec593d2534.jpg)
