Prospectus 4 May 2021
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Prospectus 4 May 2021 NUVEEN GLOBAL INVESTORS FUND PLC (An investment company with variable capital incorporated with limited liability in Ireland with registered number 434562 and established as an umbrella fund with segregated liability between funds pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 2011, as amended.) Nuveen Global Infrastructure Fund Nuveen Real Asset Income Fund Nuveen Santa Barbara Global Dividend Growth Fund Nuveen NWQ Flexible Income Fund Nuveen Winslow U.S. Large-Cap Growth ESG Fund Nuveen U.S. Municipal Infrastructure Bond Fund Nuveen Global Real Estate Securities Fund Nuveen Emerging Markets Debt Fund Nuveen U.S. Core Impact Bond Fund Nuveen Global Core Impact Bond Fund The Directors of the Company whose names appear on page v accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. Application has been made to the Central Bank for revocation of its approval of the TIAA Global Equity ESG Fund. NU009/001/AC#251072.194 IMPORTANT INFORMATION THIS DOCUMENT CONTAINS IMPORTANT INFORMATION ABOUT THE COMPANY AND SHOULD BE READ CAREFULLY BEFORE INVESTING. IF YOU HAVE QUESTIONS OR CONCERNS ABOUT THE CONTENTS OF THIS PROSPECTUS OR THE SUITABILITY OF AN INVESTMENT IN THE COMPANY FOR YOUR PARTICULAR CIRCUMSTANCES YOU SHOULD CONSULT YOUR BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER FINANCIAL ADVISER. Certain terms used in this Prospectus are defined on pages 7 to 14 of this document. Central Bank Authorisation - UCITS The Company has been authorised by the Central Bank as a UCITS within the meaning of the Regulations. The authorisation of the Company is not an endorsement or guarantee of the Company by the Central Bank nor is the Central Bank responsible for the contents of this Prospectus. Authorisation of the Company by the Central Bank does not constitute a warranty by the Central Bank as to the performance of the Company and the Central Bank shall not be liable for the performance or default of the Company or of any Fund. The Company is an umbrella fund with segregated liability between Funds. TO THE EXTENT A FUND TRADES FUTURES, SWAPS, AND OTHER PRODUCTS REGULATED BY THE CFTC ("COMMODITY INTERESTS"), THE INVESTMENT MANAGER IS NOT REQUIRED TO REGISTER WITH THE CFTC AS A COMMODITY POOL OPERATOR ("CPO") WITH RESPECT TO THE FUNDS BECAUSE THE INVESTMENT MANAGER RELIES ON THE EXEMPTION IN CFTC RULE 4.13(a)(3). THE INVESTMENT MANAGER CAN RELY ON RULE 4.13(a)(3) BECAUSE (1) AT ALL TIMES EITHER THE AGGREGATE INITIAL MARGINS AND PREMIUMS REQUIRED TO ESTABLISH COMMODITY INTEREST POSITIONS FOR A FUND WILL NOT EXCEED FIVE PERCENT OF THE LIQUIDATION VALUE OF SUCH FUND'S PORTFOLIO OR THE AGGREGATE NET NOTIONAL VALUE OF A FUND'S COMMODITY INTEREST POSITIONS WILL NOT EXCEED ONE HUNDRED PERCENT OF THE LIQUIDATION VALUE OF SUCH FUND'S PORTFOLIO, AND (2) BECAUSE PARTICIPATION IN A FUND IS LIMITED TO CERTAIN CLASSES OF INVESTORS, RECOGNISED UNDER THE U.S. SECURITIES AND COMMODITIES LAWS. THEREFORE, UNLIKE A REGISTERED CPO, THE INVESTMENT MANAGER IS NOT REQUIRED TO PROVIDE PROSPECTIVE INVESTORS WITH A CFTC COMPLIANT DISCLOSURE DOCUMENT, NOR IS IT REQUIRED BY CFTC REGULATIONS TO PROVIDE INVESTORS WITH CERTIFIED ANNUAL REPORTS. THE INVESTMENT MANAGER DOES, HOWEVER, INTEND TO PROVIDE FUND INVESTORS WITH ANNUAL AUDITED FINANCIAL STATEMENTS AND CERTAIN OTHER REPORTS. THIS MEMORANDUM HAS NOT BEEN REVIEWED OR APPROVED BY THE CFTC. Investment Risks There can be no assurance that each Fund will achieve its investment objective. It should be appreciated that the value of Shares may go down as well as up. An investment in a Fund involves investment risks, including possible loss of the entire amount invested. The capital return and income of a Fund are based on the capital appreciation and income on the investments it holds, less expenses incurred. Therefore, a Fund’s return may be expected to fluctuate in response to changes in such capital appreciation or income. Investors’ attention is drawn to the specific risk factors set out in the section entitled “Certain Risk Factors and Investment Considerations” below. It is recommended that for retail investors an investment in any of the Funds should not constitute a substantial proportion of an investment portfolio and may not be appropriate for all investors. Subject to the conditions and within the limits from time to time laid down by the Central Bank, and except where otherwise stated in the investment objective and policies of a Fund, each Fund may engage in transactions in financial derivative instruments, whether for efficient portfolio management purposes (i.e. hedging, reducing risks or costs, or increasing capital or income returns) or for investment purposes. In view of the fact that a sales charge of up to 5% and a redemption charge of up to 2% may be payable on ii subscriptions and redemptions of Shares respectively, the difference at any one time between the sale and repurchase price of the Shares means that an investment in any of the Funds should be viewed as medium to long term. Investor Responsibility Prospective investors should review this Prospectus carefully and in its entirety and consult with their stockbroker, bank manager, legal, tax and financial advisors in relation to: (i) the legal requirements in their own countries for the purchase, holding, exchanging, redeeming or disposing of Shares; (ii) any foreign exchange restrictions to which they are subject in their own countries in relation to the purchase, holding, exchanging, redeeming or disposing of Shares; (iii) the legal, tax, financial or other consequences of subscribing for, purchasing, holding, exchanging, redeeming or disposing of Shares; and (iv) the provisions of this Prospectus. Distribution and Selling Restrictions The distribution of this Prospectus and the offering or purchase of the Shares may be restricted in certain jurisdictions. No persons receiving a copy of this Prospectus or the accompanying application form in any such jurisdiction may treat this Prospectus or such application form as constituting an invitation to them to subscribe for Shares, nor should they in any event use such application form, unless in the relevant jurisdiction such an invitation could lawfully be made to them and such application form could lawfully be used without compliance with any registration or other legal requirements. Accordingly, this Prospectus does not constitute an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not lawful or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. As noted below it is the responsibility of any persons in possession of this Prospectus and any persons wishing to apply for Shares pursuant to this Prospectus to inform themselves of, and to observe, all applicable laws and regulations of any relevant jurisdiction. Prospective applicants for Shares should inform themselves as to the legal requirements of so applying and any applicable foreign exchange restrictions or exchange control regulations and taxes in the countries of their respective citizenship, residence, incorporation or domicile that may be relevant to the subscription, purchase, holding, exchange, redemption or disposal of Shares. Shares have not been, and will not be, registered under the 1933 Act, or qualified under any applicable state statutes, and the Shares may not be transferred, offered or sold in the United States of America (including its territories and possessions) or to or for the benefit of, directly or indirectly, any U.S. Person (as defined in Schedule VII hereto), except pursuant to registration or an applicable exemption. The Company is not, and will not be, registered under the 1940 Act, and investors will not be entitled to the benefit of registration under the 1940 Act. The Company, however, reserves the right to make a private placement of its Shares to a limited number or category of U.S. Persons. Any resales or transfers of the Shares in the U.S. or to U.S. Persons may constitute a violation of U.S. law and requires the prior written consent of the Company. Applicants for Shares will be required to certify whether they are a U.S. Person. The Shares have not been approved or disapproved by the SEC, any state securities commission or other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or adequacy of these offering materials. Any representation to the contrary is unlawful. The Constitution of the Company gives powers to the Directors to impose restrictions on the shareholdings by (and consequently to redeem Shares held by) or the transfer of Shares to any U.S. Person (unless permitted under certain exceptions under the laws of the United States) or by any person who appears to be in breach of the laws or requirements of any country or government authority or by any person or persons in circumstances (whether directly or indirectly affecting such person or persons, and whether taken alone or in conjunction with any other persons, connected or not, or any other circumstances appearing to the iii Directors to be relevant) which, in the opinion of the Directors, might result in a Fund incurring any liability to taxation or suffering any other pecuniary disadvantage which that Fund might not otherwise have incurred or suffered. Before investing in a Fund an investor will be required to confirm whether the investor is an Irish Resident for tax purposes.