Correspondence 0001193125-24-052480 from Nushares ETF Trust (CIK 0001635073)
Nushares ETF Trust (CIK 0001635073)
Date: Feb. 29, 2024 · CIK: 0001635073 · Accession: 0001193125-24-052480
AI Filing Summary & Sentiment
File numbers found in text: 333-212032, 811-23161
Letter
VIA EDGAR Division of Investment Management, Disclosure Review Office 100 F Street, NE Washington, DC 20549 Re: Nushares ETF Trust File Nos. 333-212032 and 811-23161
Dear Ms. McManus:
On behalf of our client, Nushares ETF Trust (the “Trust” or “Registrant”), we are responding to Staff comments we received telephonically on February 1, 2024, related to Post-Effective Amendment No. 95 to the Trust’s registration statement on Form N-1A (Amendment No. 98 to the Trust’s registration statement under the Investment Company Act of 1940) (the “Amendment”). The Amendment was filed with the U.S. Securities and Exchange Commission (“SEC”) on December 18, 2023, for the purpose of registering shares of the Nuveen Core Plus Bond ETF, Nuveen Preferred and Income ETF, Nuveen Ultra Short Income ETF, and Nuveen Sustainable Core ETF (each, a “Fund” and, collectively, the “Funds”). Capitalized terms used, but not defined, herein have the same meaning given to them in the Trust’s registration statement.
Prospectus – All Funds
1. Comment: Please provide, via correspondence, each Fund’s completed fee table and expense examples.
Response: Each Fund’s fee table and expense examples are set forth in Appendix A.
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Kim McManus, Esq.
February 29,
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2. Comment: In the Fund Summary section, please revise the second sentence under the header “Fees and Expenses of the Fund” so that the text appears in bold type, consistent with Item 3 of Form N-1A.
Response: The Registrant has made the requested change.
3. Comment: Please confirm that the Funds are not subject to any reimbursement and/or recoupment arrangements.
Response: Confirmed.
4. Comment: Please specify what securities, if any, fall into the 20% bucket for each Fund.
Response: The Registrant notes that the Nuveen Core Plus Bond ETF invests at least 80% of the sum of its net assets and the amount of any borrowings for investment purposes in “income producing fixed income securities,” but the Fund may also invest up to 20% of its net assets in derivative instruments and cash. For purposes of the Fund’s 80% policy, the Registrant notes that all other securities described in the Fund’s principal investment strategy are considered to be “income producing fixed income securities”.
The Registrant notes that the Nuveen Preferred and Income ETF invests at least 80% of the sum of its net assets and the amount of any borrowings for investment purposes in “preferred securities and other income producing securities,” but the Fund may also invest up to 20% of its net assets in cash or convertible securities. In the unlikely scenario that a security converts to an equity security, the Fund’s strategy is allowed to hold equity securities outside of the 80% bucket. For purposes of the Fund’s 80% policy, the Registrant notes that all other securities described in the Fund’s principal investment strategy are considered to be “income producing securities”.
The Registrant notes that the Nuveen Ultra Short Income ETF invests at least 80% of the sum of its net assets and the amount of any borrowings for investment purposes in “income producing fixed income securities,” but the Fund may also invest up to 20% of its net assets in derivative instruments and cash. For purposes of the Fund’s 80% policy, the Registrant notes that all other securities described in the Fund’s principal investment strategy are considered to be “income producing fixed income securities”.
The Registrant notes that the Nuveen Sustainable Core ETF invests at least 80% of the sum of its net assets and the amount of any borrowings for investment purposes in “equity securities of companies aligned with sustainability themes,” but the Fund may
Kim McManus, Esq.
February 29,
Page
also invest up to 20% of its net assets in cash and equity securities of companies that may not align with sustainability themes.
In response to the Staff’s comment, the Registrant has added a sentence to each Fund’s principal investment strategy to specify that the Fund may invest up to 20% of its net assets in certain investments, as outlined above, that do not qualify as investments for purposes of the Fund’s 80% Names Rule policy.
5. Comment: Disclosure for any principal investment related to derivatives should be tailored specifically to how a fund expects to be managed and should address those strategies the fund expects to be the most important means of achieving its objective, and that it anticipates will have a significant effect on its performance. Disclosure should not be generic risk associated with each derivative type and we refer to the Barry Miller letter to ICI.
Response: Each of the Nuveen Core Plus Bond ETF and Nuveen Ultra Short Income ETF may invest in derivatives as part of its principal investment strategy. The Registrant has replaced the existing paragraph in each Fund’s principal investment strategy related to derivatives with the following:
Nuveen Core Plus Bond ETF
The Fund may use credit default swaps and futures contracts, in connection with its principal investment strategies, in certain market conditions, to hedge against default risk and manage duration risk, respectively.
Nuveen Ultra Short Income ETF
The Fund may use Treasury futures contracts, in connection with its principal investment strategies, in certain market conditions, to hedge against interest rate risk.
6. Comment: The Staff notes that the Nuveen Core Plus Bond ETF can make foreign investments, including investments in emerging market countries and non-dollar-denominated instruments. Please provide the Fund’s definition of emerging market countries.
Response: The Fund currently defines “emerging market countries” in Item 9 of the Prospectus under “Additional Detail About the Fund’s Strategies, Holdings and Risks – Portfolio Holdings”. The Registrant has made the requested change, adding the
Kim McManus, Esq.
February 29,
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following sentence to the end of the fifth paragraph in the Fund’s Item 4 principal investment strategy:
Emerging market countries include any country other than Canada, the United States and the countries comprising the MSCI EAFE® Index (currently, Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom).
7. Comment: The Staff notes that each Fund’s principal risks appear in alphabetical order. Please consider ordering the risks to prioritize those risks that are most likely to adversely affect the Fund’s net asset value, yield, and/or total return. Please note that after listing the most significant risks to the Fund, the remaining risks may be alphabetized. Please refer to ADI 2019-08 “Improving Principal Risks Disclosure.”
Response: The Registrant has reviewed each Fund’s risk disclosures to ensure that such disclosures are tailored appropriately to each Fund’s principal risks, not overly lengthy or technical, and that the risks the Staff would consider most significant are not obscured or constructed in a manner that could render the disclosure misleading. Additionally, the Registrant believes that listing the risk disclosures alphabetically allows each Fund to be consistent in its presentation, provides better comparability and eliminates any subjective arguments as to the importance of certain risk disclosures. As such, we respectfully decline your request.
While the Registrant respectfully declines to reorder the Funds’ principal risks, the Registrant notes that the following disclosure is included in the first paragraph under “Principal Risks” in each Fund’s summary section, with similar language included in response to Item 9 of Form N-1A, to help investors understand the importance of reading each risk disclosure regardless of their sequence:
The principal risks of investing in the Fund listed below are presented alphabetically to facilitate your ability to find particular risks and compare them with the risks of other funds. Each risk summarized below is considered a “principal risk” of investing in the Fund, regardless of the order in which it appears.
8. Comment: The Staff notes that the Funds’ principal investment strategies described under Item 4 should be a summary of the descriptions provided under Item 9 in the back of the Prospectus. Accordingly, please revise each Fund’s Item 4 principal
Kim McManus, Esq.
February 29,
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investment strategy disclosure so that it summarizes the Item 9 description of the Fund’s principal investment strategy.
Response: The Registrant believes that the existing Item 4 description of each Fund’s principal investment strategies adequately describes how each Fund intends to achieve its investment objective by identifying the types of securities in which the Fund will invest principally and summarizing the strategies that the Fund will employ. The Registrant respectfully declines to shorten the Item 4 principal investment strategy disclosure for each Fund as the Registrant believes this information is important to investors. Further, the Registrant respectfully declines to duplicate each Fund’s Item 4 principal investment strategy in the Item 9 section of the Fund’s Prospectus. General Instruction C.3(a) of Form N-1A states that “[i]nformation that is included in response to Items 2 through 8 need not be repeated elsewhere in the prospectus.” Accordingly, we have not repeated the Funds’ principal investment strategies in the back half of the Prospectus. We note, however, that Item 9 of each Fund’s Prospectus includes some additional information about the Funds’ strategies that is not included in the Item 4 summaries. For example, Item 9 provides additional detail about each Fund’s Name Policy, portfolio holdings, non-principal investment strategies, and temporary defensive positions. Further, General Instruction C.2(a) of Form N-1A notes that “[c]ross-references within the prospectus are most useful when their use assists investors in understanding the information presented and does not add complexity to the prospectus.” The Registrant believes that the cross-reference under Item 9 to the “Fund Summaries” and their Item 4 principal investment strategies assists investors’ understanding of the Fund strategies by reducing the complexity that would accompany the inclusion of lengthy, duplicative disclosure under Item 9.
9. Comment: With respect to each of the Funds, except Nuveen Sustainable Core ETF, please disclose that, where all or a portion of the Fund’s underlying securities trade in a market that is closed when the market in which the Fund’s shares are listed and trading is open, there may be changes between the last quote from the security’s closed foreign market and the value of such security during the Fund’s domestic trading day. Please note that this could lead to differences between the market price of the Fund’s shares and the underlying value of those shares.
Response: The Registrant has made the requested change. The following sentence has been added to the end of the “Market Trading Risks” description for each of the applicable Funds:
Because securities held by the Fund may trade on, or have exposure to, foreign exchanges that are closed when the Fund’s primary listing exchange is open,
Kim McManus, Esq.
February 29,
Page
there are likely to be deviations between the last quote from the security’s closed foreign market and the value of such security during the Fund’s domestic trading day, which in turn may result in differences between the market price of the Fund’s shares and the underlying value of those shares.
10. Comment: With respect to each of the Funds, except Nuveen Sustainable Core ETF, please tell us if the Fund will invest in instruments traded outside of a collateralized settlement system. If the answer is yes, please disclose that there are a limited number of financial institutions that act as authorized participants that post collateral for certain trades on an agency basis.
Response: The Registrant confirms that none of the Funds will invest in instruments traded outside of a collateralized settlement system.
11. Comment: The Staff notes that each Fund, except Nuveen Sustainable Core ETF, includes “Market Liquidity Risk” as a principal risk, which sets forth that the Fund “intends to redeem its shares primarily in-kind….” Please confirm that each Fund intends to sell shares through authorized participants primarily on an in-kind basis. In the alternative, if creation units may be purchased primarily with cash, so state and explain that this may cause the Fund to incur certain costs such as brokerage costs and taxable gains or losses that it might not have incurred if it had made redemptions in kind.
Response: The Registrant expects that the principal investment strategies for the Nuveen Core Plus Bond ETF and Nuveen Ultra Short Income ETF will require those Funds to effect redemptions, in whole or in part, in cash; however, the Registrant expects the Nuveen Preferred and Income ETF and Nuveen Sustainable Core ETF to sell their shares through authorized participants primarily on an in-kind basis. The Registrant has revised each Fund’s principal risk descriptions accordingly and replaced the second sentence of “Cash Redemption Risk” with the following:
In order to obtain the cash needed for a redemption, the Fund may be required to sell portfolio securities, which may cause the Fund to incur certain costs such as brokerage costs and recognize capital gains or losses that it might not have recognized if it had satisfied the redemption in-kind.
12. Comment: The Staff notes that the Nuveen Preferred and Income ETF may invest in preferred securities or CoCos that are convertible into common stock. Please clarify whether the Fund intends to hold equities to the extent preferred securities convert into common stock or would the Fund plan to sell such securities. If the Fund will hold these equities, please describe any material risks.
Kim McManus, Esq.
February 29,
Page
Response: The Registrant notes that, in the rare instance that convertible securities held by the Fund convert to common stock, the Fund expects to hold any equities in its 20% bucket, but the Registrant does not consider the potential investment in equity securities to be a principal investment strategy of the Fund nor does the Registrant believe that such a possibility constitutes a principal risk to the Fund or its shareholders.
13. Comment: In the second paragraph of the Nuveen Ultra Short Income ETF’s principal investment strategies, please define and provide the metric that the Fund utilizes to measure duration (e.g., effective maturity or dollar weighted average maturity).
Response: The Registrant has added the following disclosure to the end of the second paragraph of the Fund’s principal investment strategies:
The longer a portfolio’s duration, the more sensitive it is to changes in interest rates. The Fund uses option-adjusted duration to estimate how much the value of a bond portfolio would be affected by a change in prevailing interest rates. Option-adjusted duration takes into account options embedded in the individual securities that might result in early repayment of principal, thereby shortening their duration.
14. Comment: The Staff notes that although the Nuveen Ultra Short Income ETF seeks to maintain a duration of one year or less, the Fund’s duration may be longer than one year under certain market conditions. Pleas
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CORRESP 1 filename1.htm Nushares ETF Trust K. Michael Carlton +1.202.373.6070 michael.carlton@morganlewis.com February 29, 2024 VIA EDGAR Ms. Kim McManus, Esq. Division of Investment Management, Disclosure Review Office U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Nushares ETF Trust File Nos. 333-212032 and 811-23161 Dear Ms. McManus: On behalf of our client, Nushares ETF Trust (the “Trust” or “Registrant”), we are responding to Staff comments we received telephonically on February 1, 2024, related to Post-Effective Amendment No. 95 to the Trust’s registration statement on Form N-1A (Amendment No. 98 to the Trust’s registration statement under the Investment Company Act of 1940) (the “Amendment”). The Amendment was filed with the U.S. Securities and Exchange Commission (“SEC”) on December 18, 2023, for the purpose of registering shares of the Nuveen Core Plus Bond ETF, Nuveen Preferred and Income ETF, Nuveen Ultra Short Income ETF, and Nuveen Sustainable Core ETF (each, a “Fund” and, collectively, the “Funds”). Capitalized terms used, but not defined, herein have the same meaning given to them in the Trust’s registration statement. Prospectus – All Funds 1. Comment: Please provide, via correspondence, each Fund’s completed fee table and expense examples. Response: Each Fund’s fee table and expense examples are set forth in Appendix A. Morgan, Lewis & Bockius LLP 1111 Pennsylvania Avenue, NW +1.202.739.3000 Washington, DC 20004 United States +1.202.739.3001 Kim McManus, Esq. February 29, 2024 Page 2 2. Comment: In the Fund Summary section, please revise the second sentence under the header “Fees and Expenses of the Fund” so that the text appears in bold type, consistent with Item 3 of Form N-1A. Response: The Registrant has made the requested change. 3. Comment: Please confirm that the Funds are not subject to any reimbursement and/or recoupment arrangements. Response: Confirmed. 4. Comment: Please specify what securities, if any, fall into the 20% bucket for each Fund. Response: The Registrant notes that the Nuveen Core Plus Bond ETF invests at least 80% of the sum of its net assets and the amount of any borrowings for investment purposes in “income producing fixed income securities,” but the Fund may also invest up to 20% of its net assets in derivative instruments and cash. For purposes of the Fund’s 80% policy, the Registrant notes that all other securities described in the Fund’s principal investment strategy are considered to be “income producing fixed income securities”. The Registrant notes that the Nuveen Preferred and Income ETF invests at least 80% of the sum of its net assets and the amount of any borrowings for investment purposes in “preferred securities and other income producing securities,” but the Fund may also invest up to 20% of its net assets in cash or convertible securities. In the unlikely scenario that a security converts to an equity security, the Fund’s strategy is allowed to hold equity securities outside of the 80% bucket. For purposes of the Fund’s 80% policy, the Registrant notes that all other securities described in the Fund’s principal investment strategy are considered to be “income producing securities”. The Registrant notes that the Nuveen Ultra Short Income ETF invests at least 80% of the sum of its net assets and the amount of any borrowings for investment purposes in “income producing fixed income securities,” but the Fund may also invest up to 20% of its net assets in derivative instruments and cash. For purposes of the Fund’s 80% policy, the Registrant notes that all other securities described in the Fund’s principal investment strategy are considered to be “income producing fixed income securities”. The Registrant notes that the Nuveen Sustainable Core ETF invests at least 80% of the sum of its net assets and the amount of any borrowings for investment purposes in “equity securities of companies aligned with sustainability themes,” but the Fund may Kim McManus, Esq. February 29, 2024 Page 3 also invest up to 20% of its net assets in cash and equity securities of companies that may not align with sustainability themes. In response to the Staff’s comment, the Registrant has added a sentence to each Fund’s principal investment strategy to specify that the Fund may invest up to 20% of its net assets in certain investments, as outlined above, that do not qualify as investments for purposes of the Fund’s 80% Names Rule policy. 5. Comment: Disclosure for any principal investment related to derivatives should be tailored specifically to how a fund expects to be managed and should address those strategies the fund expects to be the most important means of achieving its objective, and that it anticipates will have a significant effect on its performance. Disclosure should not be generic risk associated with each derivative type and we refer to the Barry Miller letter to ICI. Response: Each of the Nuveen Core Plus Bond ETF and Nuveen Ultra Short Income ETF may invest in derivatives as part of its principal investment strategy. The Registrant has replaced the existing paragraph in each Fund’s principal investment strategy related to derivatives with the following: Nuveen Core Plus Bond ETF The Fund may use credit default swaps and futures contracts, in connection with its principal investment strategies, in certain market conditions, to hedge against default risk and manage duration risk, respectively. Nuveen Ultra Short Income ETF The Fund may use Treasury futures contracts, in connection with its principal investment strategies, in certain market conditions, to hedge against interest rate risk. 6. Comment: The Staff notes that the Nuveen Core Plus Bond ETF can make foreign investments, including investments in emerging market countries and non-dollar-denominated instruments. Please provide the Fund’s definition of emerging market countries. Response: The Fund currently defines “emerging market countries” in Item 9 of the Prospectus under “Additional Detail About the Fund’s Strategies, Holdings and Risks – Portfolio Holdings”. The Registrant has made the requested change, adding the Kim McManus, Esq. February 29, 2024 Page 4 following sentence to the end of the fifth paragraph in the Fund’s Item 4 principal investment strategy: Emerging market countries include any country other than Canada, the United States and the countries comprising the MSCI EAFE® Index (currently, Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom). 7. Comment: The Staff notes that each Fund’s principal risks appear in alphabetical order. Please consider ordering the risks to prioritize those risks that are most likely to adversely affect the Fund’s net asset value, yield, and/or total return. Please note that after listing the most significant risks to the Fund, the remaining risks may be alphabetized. Please refer to ADI 2019-08 “Improving Principal Risks Disclosure.” Response: The Registrant has reviewed each Fund’s risk disclosures to ensure that such disclosures are tailored appropriately to each Fund’s principal risks, not overly lengthy or technical, and that the risks the Staff would consider most significant are not obscured or constructed in a manner that could render the disclosure misleading. Additionally, the Registrant believes that listing the risk disclosures alphabetically allows each Fund to be consistent in its presentation, provides better comparability and eliminates any subjective arguments as to the importance of certain risk disclosures. As such, we respectfully decline your request. While the Registrant respectfully declines to reorder the Funds’ principal risks, the Registrant notes that the following disclosure is included in the first paragraph under “Principal Risks” in each Fund’s summary section, with similar language included in response to Item 9 of Form N-1A, to help investors understand the importance of reading each risk disclosure regardless of their sequence: The principal risks of investing in the Fund listed below are presented alphabetically to facilitate your ability to find particular risks and compare them with the risks of other funds. Each risk summarized below is considered a “principal risk” of investing in the Fund, regardless of the order in which it appears. 8. Comment: The Staff notes that the Funds’ principal investment strategies described under Item 4 should be a summary of the descriptions provided under Item 9 in the back of the Prospectus. Accordingly, please revise each Fund’s Item 4 principal Kim McManus, Esq. February 29, 2024 Page 5 investment strategy disclosure so that it summarizes the Item 9 description of the Fund’s principal investment strategy. Response: The Registrant believes that the existing Item 4 description of each Fund’s principal investment strategies adequately describes how each Fund intends to achieve its investment objective by identifying the types of securities in which the Fund will invest principally and summarizing the strategies that the Fund will employ. The Registrant respectfully declines to shorten the Item 4 principal investment strategy disclosure for each Fund as the Registrant believes this information is important to investors. Further, the Registrant respectfully declines to duplicate each Fund’s Item 4 principal investment strategy in the Item 9 section of the Fund’s Prospectus. General Instruction C.3(a) of Form N-1A states that “[i]nformation that is included in response to Items 2 through 8 need not be repeated elsewhere in the prospectus.” Accordingly, we have not repeated the Funds’ principal investment strategies in the back half of the Prospectus. We note, however, that Item 9 of each Fund’s Prospectus includes some additional information about the Funds’ strategies that is not included in the Item 4 summaries. For example, Item 9 provides additional detail about each Fund’s Name Policy, portfolio holdings, non-principal investment strategies, and temporary defensive positions. Further, General Instruction C.2(a) of Form N-1A notes that “[c]ross-references within the prospectus are most useful when their use assists investors in understanding the information presented and does not add complexity to the prospectus.” The Registrant believes that the cross-reference under Item 9 to the “Fund Summaries” and their Item 4 principal investment strategies assists investors’ understanding of the Fund strategies by reducing the complexity that would accompany the inclusion of lengthy, duplicative disclosure under Item 9. 9. Comment: With respect to each of the Funds, except Nuveen Sustainable Core ETF, please disclose that, where all or a portion of the Fund’s underlying securities trade in a market that is closed when the market in which the Fund’s shares are listed and trading is open, there may be changes between the last quote from the security’s closed foreign market and the value of such security during the Fund’s domestic trading day. Please note that this could lead to differences between the market price of the Fund’s shares and the underlying value of those shares. Response: The Registrant has made the requested change. The following sentence has been added to the end of the “Market Trading Risks” description for each of the applicable Funds: Because securities held by the Fund may trade on, or have exposure to, foreign exchanges that are closed when the Fund’s primary listing exchange is open, Kim McManus, Esq. February 29, 2024 Page 6 there are likely to be deviations between the last quote from the security’s closed foreign market and the value of such security during the Fund’s domestic trading day, which in turn may result in differences between the market price of the Fund’s shares and the underlying value of those shares. 10. Comment: With respect to each of the Funds, except Nuveen Sustainable Core ETF, please tell us if the Fund will invest in instruments traded outside of a collateralized settlement system. If the answer is yes, please disclose that there are a limited number of financial institutions that act as authorized participants that post collateral for certain trades on an agency basis. Response: The Registrant confirms that none of the Funds will invest in instruments traded outside of a collateralized settlement system. 11. Comment: The Staff notes that each Fund, except Nuveen Sustainable Core ETF, includes “Market Liquidity Risk” as a principal risk, which sets forth that the Fund “intends to redeem its shares primarily in-kind….” Please confirm that each Fund intends to sell shares through authorized participants primarily on an in-kind basis. In the alternative, if creation units may be purchased primarily with cash, so state and explain that this may cause the Fund to incur certain costs such as brokerage costs and taxable gains or losses that it might not have incurred if it had made redemptions in kind. Response: The Registrant expects that the principal investment strategies for the Nuveen Core Plus Bond ETF and Nuveen Ultra Short Income ETF will require those Funds to effect redemptions, in whole or in part, in cash; however, the Registrant expects the Nuveen Preferred and Income ETF and Nuveen Sustainable Core ETF to sell their shares through authorized participants primarily on an in-kind basis. The Registrant has revised each Fund’s principal risk descriptions accordingly and replaced the second sentence of “Cash Redemption Risk” with the following: In order to obtain the cash needed for a redemption, the Fund may be required to sell portfolio securities, which may cause the Fund to incur certain costs such as brokerage costs and recognize capital gains or losses that it might not have recognized if it had satisfied the redemption in-kind. 12. Comment: The Staff notes that the Nuveen Preferred and Income ETF may invest in preferred securities or CoCos that are convertible into common stock. Please clarify whether the Fund intends to hold equities to the extent preferred securities convert into common stock or would the Fund plan to sell such securities. If the Fund will hold these equities, please describe any material risks. Kim McManus, Esq. February 29, 2024 Page 7 Response: The Registrant notes that, in the rare instance that convertible securities held by the Fund convert to common stock, the Fund expects to hold any equities in its 20% bucket, but the Registrant does not consider the potential investment in equity securities to be a principal investment strategy of the Fund nor does the Registrant believe that such a possibility constitutes a principal risk to the Fund or its shareholders. 13. Comment: In the second paragraph of the Nuveen Ultra Short Income ETF’s principal investment strategies, please define and provide the metric that the Fund utilizes to measure duration (e.g., effective maturity or dollar weighted average maturity). Response: The Registrant has added the following disclosure to the end of the second paragraph of the Fund’s principal investment strategies: The longer a portfolio’s duration, the more sensitive it is to changes in interest rates. The Fund uses option-adjusted duration to estimate how much the value of a bond portfolio would be affected by a change in prevailing interest rates. Option-adjusted duration takes into account options embedded in the individual securities that might result in early repayment of principal, thereby shortening their duration. 14. Comment: The Staff notes that although the Nuveen Ultra Short Income ETF seeks to maintain a duration of one year or less, the Fund’s duration may be longer than one year under certain market conditions. Pleas