Filed Pursuant to Rule 424(b)(3)
RegistrationNo. 333-222231
NUVEEN GLOBAL CITIES REIT, INC.
SUPPLEMENT NO. 1 DATED FEBRUARY 20, 2018
TO THE PROSPECTUS DATED JANUARY 31, 2018
This prospectus supplement (the “Supplement”) is part of and should be read in conjunction with the prospectus of Nuveen Global Cities REIT, Inc., dated January 31, 2018 (the “Prospectus”). Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus.
The purposes of this Supplement are as follows:
| • | | to disclose the transaction price for each class of our common stock as of March 1, 2018; |
| • | | to disclose the calculation of our January 31, 2018 net asset value (“NAV”) per share for each class of our common stock; |
| • | | to provide an update on the status of our current public offering; |
| • | | to provide certain updates to the Prospectus; |
| • | | to include a revised Distribution Reinvestment Plan; and |
| • | | to include a revised Form of Subscription Agreement. |
March 1, 2018 Transaction Price
The transaction price for each share class of our common stock for subscriptions accepted as of March 1, 2018 (and repurchases as of February 28, 2018) is as follows:
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Class T | | $ | 10.08 | |
Class S | | $ | 10.08 | |
Class D | | $ | 10.08 | |
Class I | | $ | 10.08 | |
As of January 31, 2018, we had not sold any Class T, Class S, Class D or Class I shares. The transaction price for our Class T, Class S, Class D or Class I shares is based on our aggregate NAV per share as of January 31, 2018. There were no stockholder servicing fees for the month of January 2018.
A detailed presentation of the NAV per share is set forth below.
The purchase price of our common stock for each share class equals the transaction price of such class, plus applicable upfront selling commissions and dealer manager fees.
January 31, 2018 NAV Per Share
We calculate NAV per share in accordance with the valuation guidelines that have been approved by our board of directors. Our NAV per share, which is updated as of the last calendar day of each month, is posted on our website at www.nuveenglobalreit.com. Please refer to “Net Asset Value Calculation and Valuation Guidelines” in the Prospectus for information on how our NAV is determined. The Advisor is ultimately responsible for determining our NAV. As of January 31, 2018, our properties have been appraised in accordance with our valuation guidelines and such appraisals were reviewed by our independent valuation advisor.
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The following tables provide a breakdown of the major components of our NAV as of January 31, 2018 ($ and shares in thousands):
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Components of NAV | | January 31, 2018 | |
Investment in real property | | $ | 123,500 | |
Investment in real estate-related assets | | | — | |
Cash and cash equivalents | | | 79,894 | |
Other assets | | | 463 | |
Debt obligations | | | — | |
Other liabilities | | | 2,178 | |
Stockholder servicing fees payable the following month(1) | | | — | |
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Net Asset Value | | $ | 201,679 | |
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Number of outstanding shares | | | 20,000 | |
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(1) Stockholder servicing fees only apply to Class S, Class T and Class D shares.
As of January 31, 2018, all outstanding shares of common stock were Class N shares held by TIAA through its wholly owned subsidiary. Our NAV per share of our Class N common stock as of January 31, 2018 was $10.08. We will disclose the NAV per share for each outstanding class of common stock in future periods once shares of such class are outstanding.
Set forth below are the weighted averages of the key assumptions in the discounted cash flow methodology used in the January 31, 2018 calculation, based on property types. Once we own more than one multifamily, office and retail property, we will include the key assumptions for this property type.
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Property Type | | Discount Rate | | | Exit Capitalization Rate | |
Industrial | | | 7.24 | % | | | 6.27 | % |
These assumptions are determined by our independent valuation advisor. A change in these assumptions would impact the calculation of the value of our property investments. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our investment values:
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Input | | Hypothetical Change | | Industrial Investment Values | |
Discount Rate | | 0.25% decrease | | | +2.0 | % |
(weighted average) | | 0.25% increase | | | (1.8 | %) |
Exit Capitalization Rate | | 0.25% decrease | | | +2.6 | % |
(weighted average) | | 0.25% increase | | | (2.3 | %) |
Status of our Current Public Offering
We have registered with the Securities and Exchange Commission a maximum of $5,000,000,000 in shares of common stock in our ongoing public offering (the “Offering”). As of the date hereof, we had not issued and sold any shares in our public offering. We intend to sell shares in the Offering on a monthly basis.
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Updates to the Prospectus
The second and third sentences in our response to “Prospectus Summary—Key Offering Terms—May I reinvest my cash distributions in additional shares?” in the Prospectus are replaced in their entirety by the following sentences:
We have adopted a distribution reinvestment plan whereby stockholders (other than residents of Alabama, Arkansas, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, Ohio, Oregon and Washington and clients of participating broker-dealers that do not permit automatic enrollment in the distribution reinvestment plan) will have their cash distributions automatically reinvested in additional shares of our common stock unless they elect to receive their distributions in cash. Residents of Alabama, Arkansas, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, Ohio, Oregon and Washington and clients of participating broker-dealers that do not permit automatic enrollment in the distribution reinvestment plan will automatically receive their distributions in cash unless they elect to have their cash distributions reinvested in additional shares of our common stock.
The first through third sentences in “Description of Capital Stock—Distribution Reinvestment Plan” in the Prospectus are replaced in their entirety by the following sentences:
We have adopted a distribution reinvestment plan whereby holders of Class T shares, Class S shares, Class D shares and Class I shares (other than residents of Alabama, Arkansas, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, Ohio, Oregon and Washington and clients of certain participating broker-dealers that do not permit automatic enrollment in our distribution reinvestment plan) have their cash distributions automatically reinvested in additional shares of our common stock (of that same class) unless they elect to receive their distributions in cash. Holders of Class N shares are not eligible to participate in the distribution reinvestment plan and will receive their distributions in cash. Residents of Alabama, Arkansas, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, Ohio, Oregon and Washington and clients of certain participating broker-dealers that do not permit automatic enrollment in our distribution reinvestment plan will also receive their distributions in cash unless they elect to have their cash distributions reinvested in additional shares of our common stock.
The following disclosure is added to the “Experts” section of our prospectus.
The amount of the estimated market values of our investments in real properties as of January 31, 2018 presented in this Supplement under the section “January 31, 2018 NAV Per Share” has been reviewed by RERC, LLC, an independent valuation firm, and is included in this Supplement given the authority of such firm as experts in property valuations and appraisals. RERC, LLC will not calculate or be responsible for our NAV per share for any class of our shares.
Distribution Reinvestment Plan
The Distribution Reinvestment Plan contained in Appendix B to the Prospectus is hereby superseded and replaced with the Distribution Reinvestment Plan attached to this supplement as Exhibit A, which adds Arkansas to the list of states referenced therein whose residents must affirmativelyopt-in to participate in the Distribution Reinvestment Plan.
Form of Subscription Agreement
The Form of Subscription Agreement contained in Appendix C to the Prospectus is hereby superseded and replaced with the Form of Subscription Agreement attached to this supplement as Exhibit B, which (1) adds Arkansas to the list of states referenced therein whose residents must affirmatively elect to participate in the Distribution Reinvestment Plan, and (2) provides updated contact information for our transfer agent.
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Exhibit A
APPENDIX B: DISTRIBUTION REINVESTMENT PLAN
This Distribution Reinvestment Plan (the “Plan”) is adopted by Nuveen Global Cities REIT, Inc. (the “Company”) pursuant to its Articles of Amendment and Restatement (as amended, restated or otherwise modified from time to time, the “Charter”). Unless otherwise defined herein, capitalized terms shall have the same meaning as set forth in the Charter.
1. Distribution Reinvestment. As agent for the stockholders (the “Stockholders”) of the Company who (i) purchase Class T shares, Class S shares, Class D shares or Class I shares of the Company’s common stock (collectively the “Shares”) pursuant to the Company’s continuous public offering (the “Offering”), or (ii) purchase Shares pursuant to any future offering of the Company (a “Future Offering”), and who do not opt out of participating in the Plan (or, in the case of residents of Alabama, Arkansas, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, Ohio, Oregon and Washington and clients of participating broker-dealers that do not permit automatic enrollment in the Plan, who opt to participate in the Plan) (the “Participants”), the Company will apply all dividends and other distributions declared and paid in respect of the Shares held by each Participant and attributable to the class of Shares purchased by such Participant (the “Distributions”), including Distributions paid with respect to any full or fractional Shares acquired under the Plan, to the purchase of additional Shares of the same class for such Participant.
2. Effective Date. The effective date of this Plan shall be the date that the Offering commences.
3. Procedure for Participation. Any Stockholder (unless such Stockholder is a resident of Alabama, Arkansas, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, Ohio, Oregon or Washington or is a client of a participating broker-dealer that does not permit automatic enrollment in the Plan) who has received a Prospectus, as contained in the Company’s registration statement filed with the Securities and Exchange Commission (“SEC”), will automatically become a Participant unless they elect not to become a Participant by noting such election on their subscription agreement. Any Stockholder who is a resident of Alabama, Arkansas, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, Ohio, Oregon or Washington or is a client of a participating broker-dealer that does not permit automatic enrollment in the Plan who has received a Prospectus, as contained in the Company’s registration statement filed with the SEC, will become a Participant if they elect to become a Participant by noting such election on their subscription agreement. If any Stockholder initially elects not to be a Participant, they may later become a Participant by subsequently completing and executing an enrollment form or any appropriate authorization form as may be available from the Company, the Company’s transfer agent, the dealer manager for the Offering or any soliciting dealer participating in the distribution of Shares for the Offering. Participation in the Plan will begin with the next Distribution payable after acceptance of a Participant’s subscription, enrollment or authorization. Shares will be purchased under the Plan on the date that Distributions are paid by the Company.
4. Suitability. Each Participant is requested to promptly notify their participating broker-dealer in writing if the Participant experiences a material change in his or her financial condition, including the failure to meet the income, net worth and investment concentration standards imposed by such Participant’s state of residence and set forth in the Company’s most recent prospectus. For the avoidance of doubt, this request in no way shifts to the Participant the responsibility of the Company’s sponsor, the participating broker-dealer or any other person selling shares on behalf of the Company to the Participant to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment based on information provided by such Participant.
5. Purchase of Shares.
A. Participants will acquire Shares from the Company (including Shares purchased by the Company for the Plan in a secondary market (if available) or on a stock exchange (if listed)) under the Plan (the “Plan Shares”) at a price equal to the NAV per Share applicable to the class of Shares purchased by the Participant on the date that the distribution is payable (calculated as of the most recent month end). No upfront selling commissions will be
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payable with respect to shares purchased pursuant to the Plan, but such shares will be subject to ongoing stockholder servicing fees. Participants in the Plan may purchase fractional Shares so that 100% of the Distributions will be used to acquire Shares. However, a Participant will not be able to acquire Plan Shares and such Participant’s participation in the Plan will be terminated to the extent that a reinvestment of such Participant’s distributions in Shares would cause the percentage ownership or other limitations contained in the Charter to be violated.
B. Shares to be distributed by the Company in connection with the Plan may (but are not required to) be supplied from: (i) the Plan Shares which will be registered with the SEC in connection with the Offering or (ii) Shares to be registered with the SEC in a Future Offering for use in the Plan (a “Future Registration”).
6. Taxes. THE REINVESTMENT OF DISTRIBUTIONS DOES NOT RELIEVE A PARTICIPANT OF ANY INCOME TAX LIABILITY THAT MAY BE PAYABLE ON THE DISTRIBUTIONS. INFORMATION REGARDING POTENTIAL TAX INCOME LIABILITY OF PARTICIPANTS MAY BE FOUND IN THE PUBLIC FILINGS MADE BY THE COMPANY WITH THE SEC.
7. Share Certificates. The ownership of the Shares purchased through the Plan will be in book-entry form unless and until the Company issues certificates for its outstanding Shares.
8. Reports. On a quarterly basis, the Company shall provide each Participant a statement of account describing, as to such Participant: (i) the Distributions reinvested during the quarter; (ii) the number and class of Shares purchased pursuant to the Plan during the quarter; (iii) the per share purchase price for such Shares; and (iv) the total number of Shares purchased on behalf of the Participant under the Plan. On an annual basis, tax information with respect to income earned on Shares under the Plan for the calendar year will be provided to each applicable participant.
9. Termination by Participant. A Participant may terminate participation in the Plan at any time, without penalty, by delivering 10 days’ prior written notice to the Company. This notice must be received by the Company prior to the last day of a quarter in order for a Participant’s termination to be effective for such quarter (i.e., a timely termination notice will be effective as of the last day of a quarter in which it is timely received and will not affect participation in the Plan for any prior quarter). Any transfer of Shares by a Participant to anon-Participant will terminate participation in the Plan with respect to the transferred Shares. If a Participant requests that the Company repurchase all or any portion of the Participant’s Shares, the Participant’s participation in the Plan with respect to the Participant’s Shares for which repurchase was requested but that were not repurchased will be terminated. If a Participant terminates Plan participation, the Company may, at its option, ensure that the terminating Participant’s account will reflect the whole number of shares in such Participant’s account and provide a check for the cash value of any fractional share in such account. Upon termination of Plan participation for any reason, future Distributions will be distributed to the Stockholder in cash.
10. Amendment, Suspension or Termination by the Company. The Board of Directors may by majority vote amend any aspect of the Plan; provided that the Plan cannot be amended to eliminate a Participant’s right to terminate participation in the Plan and that notice of any material amendment must be provided to Participants at least 10 days prior to the effective date of that amendment. The Board of Directors may by majority vote suspend or terminate the Plan for any reason upon 10 days’ written notice to the Participants.
11. Liability of the Company. The Company shall not be liable for any act done in good faith, or for any good faith omission to act, including, without limitation, any claims or liability (i) arising out of failure to terminate a Participant’s account upon such Participant’s death prior to timely receipt of notice in writing of such death or (ii) with respect to the time and the prices at which Shares are purchased or sold for a Participant’s account. To the extent that indemnification may apply to liabilities arising under the Securities Act, or the securities laws of a particular state, the Company has been advised that, in the opinion of the SEC and certain state securities commissioners, such indemnification is contrary to public policy and, therefore, unenforceable.
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Exhibit B
APPENDIX C: FORM OF SUBSCRIPTION AGREEMENT
Subscription Agreement for Shares of
Nuveen Global Cities REIT, Inc.
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Investment Amount $ | | | Type: | | | ❑ Initial Purchase |
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Investment Method | | | | | | ❑ Subsequent Purchase |
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❑ By mail | | Attach a check to this agreement. Make all checks payable to:Nuveen Global Cities REIT, Inc. |
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❑ By wire | | Name:DST as Agent for Nuveen Global Cities REIT, Inc. |
Bank Name: UMB BANK
ABA: 101000695
DDA: 9872292030
❑ Broker-dealer/Financial advisor
Cash, cashier’s checks/official bank checks, temporary checks, foreign checks, money orders, third party checks, or traveler’s checks are not accepted.
SHARE CLASS SELECTION(required)
| ❑ | SHARE CLASS T(minimum initial investment $2,500; minimum additional investment $500) |
| ❑ | SHARE CLASS S(minimum initial investment $2,500; minimum additional investment $500) |
| ❑ | SHARE CLASS D(Minimum initial investment $2,500; minimum additional investment $500; available for certainfee-based wrap accounts and other eligible investors as disclosed in the prospectus) |
| ❑ | SHARE CLASS I(Minimum initial investment $1,000,000, unless waived by Nuveen Securities, LLC; Minimum additional investment $500; available for certainfee-based wrap accounts and other eligible investors as disclosed in the prospectus) |
Indicate whether you or yourco-investor are a Nuveen Employee, Officer, Director, or Affiliate, please select one below (required)
❑ Nuveen Employee ❑ Nuveen Officer or Director ❑ Nuveen Affiliate ❑ Not Applicable
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2. | Ownership Type(Select only one) |
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Non-Custodial Account Type BROKERAGE ACCOUNT NUMBER (if applicable) ❑ INDIVIDUAL OR JOINT TENANT WITH RIGHTS OF SURVIVORSHIP ❑ TRANSFER ON DEATH(Optional Designation. Not Available for Louisiana Residents. See Section 3C.) ❑ TENANTS IN COMMON ❑ COMMUNITY PROPERTY | | Third Party Custodial Account Type CUSTODIAN ACCOUNT NUMBER ❑ IRA ❑ ROTH IRA ❑ SEP IRA ❑ SIMPLE IRA ❑ OTHER |
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❑ UNIFORM GIFT/TRANSFER TO MINORS STATE OF ❑ PENSION PLAN(Include Certification of Investment Powers Form) ❑ TRUST(Include Certification of Investment Powers Form) ❑ CORPORATION / PARTNERSHIP / OTHER (Corporate Resolution or Partnership Agreement Required) | | CUSTODIAN INFORMATION (TO BE COMPLETED BY CUSTODIAN) CUSTODIAN NAME CUSTODIAN TAX ID # CUSTODIAN PHONE # CUSTODIAN ADDRESS |
Entity Name – Retirement Plan/Trust/Corporation/Partnership/Other
(Trustee(s) and/or authorized signatory(s) information MUST be provided in Sections 3A and 3B)
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Entity Name | | | Tax ID Number | | | | Date of Trust: | | |
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(See Form W-9 instructions at www.irs.gov) |
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Entity Address | | | City State | | | | Zip Code | | | | | |
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Entity Type(Select one. Required) | | | | | |
❑ Retirement Plan ❑ Trust ❑S-Corp ❑C-Corp ❑ LLC ❑ Partnership Exempt payee code(if any)
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❑ Other | | Jurisdiction (if Non-U.S.) (Attach a completed applicable FormW-8) | | Exemption from FATCA reporting code (if any) |
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A. | | Investor Name
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First Name (MI) | | | Last Name | | | | Gender | |
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Social Security Number/Tax ID | | | Date of Birth (MM/DD/YYYY) | | | | Daytime Phone Number | |
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Residential Street Address | | | City | | | | State Zip Code | |
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Email Address | | | | | | | | |
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Mailing Address (if different from above) | | | City | | | | State Zip Code | |
IfNon-U.S. Citizen, Specify Country of Citizenship and Select One below(required)
Country of Citizenship
❑ Resident Alien ❑Non-Resident Alien(Attach a completed FormW-8BEN, Rev. Feb 2014)
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B. | | Co-Investor Name
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First Name (MI) | | | Last Name | | | | Gender | |
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Social Security Number/Tax ID | | | Date of Birth (MM/DD/YYYY) | | | | Daytime Phone Number | |
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Residential Street Address | | | City | | | | State Zip Code | |
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Email Address | | | | | | | | |
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IfNon-U.S. Citizen, Specify Country of Citizenship and Select One below(required)
Country of Citizenship
❑ Resident Alien ❑Non-Resident Alien(Attach a completed FormW-8BEN, Rev. Feb 2014)
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C. | | Transfer on Death Beneficiary Information | | (Individual or Joint Account with rights of survivorship only.) (Not available for Louisiana residents.) (Beneficiary Date of Birth required. Whole percentages only; must equal 100%.) |
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First Name (MI) Last Name SSN | | | Date of Birth (MM/DD/YYYY) | | |
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❑ Secondary % |
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First Name (MI) Last Name SSN | | | Date of Birth (MM/DD/YYYY) | | |
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First Name (MI) Last Name SSN | | | Date of Birth (MM/DD/YYYY) | | |
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First Name (MI) Last Name SSN | | | Date of Birth (MM/DD/YYYY) | | |
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4. | Electronic Delivery Form(Optional) |
Instead of receiving paper copies of the prospectus, prospectus supplements, annual reports, proxy statements, and other stockholder communications and reports, you may elect to receive electronic delivery of stockholder communications from Nuveen Global Cities REIT, Inc. If you would like to consent to electronic delivery, including pursuant to email, please check the box below for this election.
We encourage you to reduce printing and mailing costs and to conserve natural resources by electing to receive electronic delivery of stockholder communications and statement notifications. By consenting below to electronically receive stockholder communications, including your account-specific information, you authorize said offering(s) to either (i) email stockholder communications to you directly or (ii) make them available on our website and notify you by email when and where such documents are available.
You will not receive paper copies of these electronic materials unless specifically requested, the delivery of electronic materials is prohibited or we, in our sole discretion, elect to send paper copies of the materials.
By consenting to electronic access, you will be responsible for your customary internet service provider charges and may be required to download software in connection with access to these materials.
I consent to electronic delivery ❑
Email
If blank, the email provided in Section 3A will be used.
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5. | Select How You Want to Receive Your Distribution(Select only one) |
IF YOU ARENOT A RESIDENT OF ALABAMA, ARKANSAS, IDAHO, KANSAS, KENTUCKY, MAINE, MARYLAND, MASSACHUSETTS, NEBRASKA, OHIO, OREGON OR WASHINGTON, YOU ARE AUTOMATICALLY ENROLLED IN OUR DISTRIBUTION REINVESTMENT PLAN. If you do not wish to be enrolled in the Distribution Reinvestment Plan, check this box and complete the information below: ❑
Complete this sectionONLYif you doNOTwish to enroll in the Distribution Reinvestment Plan and you instead elect to receive cash distributions.
IF YOU ARE A RESIDENT OF ALABAMA, ARKANSAS, IDAHO, KANSAS, KENTUCKY, MAINE, MARYLAND, MASSACHUSETTS, NEBRASKA, OHIO, OREGON OR WASHINGTON, YOU MAY ELECT TO ENROLL IN OUR DISTRIBUTION REINVESTMENT PLAN. You will automatically receive cash distributions unless you elect to enroll in the Distribution Reinvestment Plan.
If you wish to enroll in the Distribution Reinvestment Plan, check this box: ❑
If you do not wish to enroll in the Distribution Reinvestment Plan, please complete the information below.
For Custodial held accounts, if you elect cash distributions the funds must be sent to the Custodian.
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A. ❑ Cash/Check Mailed to the address set forth above(Available forNon-Custodial Investors only.) | |
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B. ❑ Cash/Check Mailed to Third Party/Custodian | |
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Name/Entity Name/Financial Institution | | | Mailing Address | |
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City State Zip Code | | | Account Number (Required) | |
C. | Cash/Direct Deposit Attach apre-printed voided check.(Non-Custodial Investors Only.) |
I authorize Nuveen Global Cities REIT, Inc. or its agent to deposit my distribution into my checking or savings account. This authority will remain in force until I notify Nuveen Global Cities REIT, Inc. in writing to cancel it. In the event that Nuveen Global Cities REIT, Inc. deposits funds erroneously into my account, they are authorized to debit my account for an amount not to exceed the amount of the erroneous deposit.
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Financial Institution Name Mailing Address | | | City State | |
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Your Bank’s ABA Routing Number | | | Your Bank Account Number | |
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PLEASE ATTACH APRE-PRINTED VOIDED CHECK
6. | Participating Broker-Dealer / Financial Advisor or Registered Investment Advisor (“RIA”) Information |
Nuveen Securities, LLC (“Nuveen Securities”) is not a full-service broker-dealer and may not provide the kinds of financial services that you might expect from another financial intermediary, such as holding securities in an account. If Nuveen Securities is your broker of record, then your shares of Nuveen Global Cities REIT, Inc. (the “Shares”) will be held in your name on the books of Nuveen Global Cities REIT, Inc. Nuveen Securities will not monitor your investments, and has not and will not make any recommendation regarding your investments. If you want to receive financial advice regarding a prospective investment in the Shares, contact your broker or other financial intermediary.
The financial advisor must sign below to complete the order. The financial advisor hereby warrants that he/she is duly licensed and may lawfully sell Shares in the state designated as the investor’s legal residence. Please note that unless previously agreed to in writing by Nuveen Global Cities REIT, Inc., all sales of securities must be made through a broker-dealer, including when an RIA has introduced the sale. In all cases, Section 6 must be completed.
The undersigned confirms by its signature, on behalf of the broker-dealer or registered investment adviser (“RIA”), as applicable, that it (i) has reasonable grounds to believe that the information and representations concerning the investor identified herein are true, correct and complete in all respects; (ii) has reasonable grounds to believe that the investor is purchasing these Shares for his or her own account; (iii) has discussed such investor’s prospective purchase of Shares with such investor; (iv) has advised such investor of all pertinent facts with regard to the liquidity and marketability of the Shares; (v) has delivered or made available a current prospectus of Nuveen Global Cities REIT, Inc. (a “Prospectus”) and related supplements, if any, to such investor; and (vi) has reasonable grounds to believe that the purchase of Shares is a suitable investment for such investor, that such investor meets the suitability standards applicable to such investor set forth in the Prospectus and related supplements, if any, and that, based on the totality of information received from the client, including the financial position, investment objectives and liquidity needs of the client, such investor is in a financial position to enable such investor to realize the benefits of such an investment and to suffer any loss that may occur with respect thereto. The broker-dealer or RIA, as applicable, agrees to maintain records of the information used to determine that an investment in Shares is suitable and appropriate for the investor for a period of six years.
The undersigned further represents and certifies, on behalf of the broker-dealer or RIA, as applicable, it has established and implemented an anti-money laundering compliance program (“AML Program”) reasonably designed to identify the client and that in connection with this subscription for Shares, he or she has complied with and has followed all applicable policies and procedures under his or her firm’s existing AML Program and Customer Identification Program. To the extent permitted by applicable law, the financial advisor or RIA will share information with Nuveen Securities and Nuveen Global Cities REIT, Inc. for purposes of ascertaining whether a suspicious activity report is warranted with respect to any suspicious transaction involving the purchase or intended purchase of Shares. Upon request by Nuveen Securities at any time, the financial advisor or RIA, as applicable, hereby agrees to (i) furnish a written copy of its AML Program to Nuveen Securities for review, (ii) provide certification to Nuveen Securities that the Financial Advisor or RIA, as applicable, has complied with the provisions of its AML Program, and (iii) furnish information regarding the findings and, if applicable, any remedial actions taken in connection with the most recent testing of its AML Program.
The undersigned further represents and certifies that the investor has granted said financial advisor or RIA a power of attorney with the authority to execute this subscription agreement on the investor’s behalf, including all required representations.
If applicable, the participating broker-dealer or registered investment advisor/RIA must complete all fields in the appropriate section below. By signing this form, the participating broker-dealer or RIA warrants that he or she is duly registered and may sell Shares of Nuveen Global Cities REIT, Inc. in the state designated as the investor’s legal residence, as well as the state in which the sale was made.
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Registered Representatives complete this section:
☐ Check here if this is a discretionary account.
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Broker-Dealer |
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Registered Representative Name |
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Registered Representative Mailing Address |
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City State Zip Code |
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Branch Number CRD Number |
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Email Address Daytime Phone Number |
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Registered Representative Signature Date |
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Broker-Dealer Signature Date |
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Branch Manager Signature Date (If required by Participating Broker-Dealer) |
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RIAs complete this section:
☐ Check here if this is a discretionary account.
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RIA Firm Name RIA Firm CRD Number |
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RIA Representative Name |
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RIA Representative Mailing Address |
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Branch Manager Signature Date (If required by Participating Broker-Dealer) |
B-8
Nuveen Global Cities REIT, Inc. is required by law to obtain, verify and record certain personal information from you or persons on your behalf in order to establish the account. Required information includes name, date of birth, permanent residential address and social security/ taxpayer identification number. We may also ask to see other identifying documents. If you do not provide the information, Nuveen Global Cities REIT, Inc. may not be able to open your account. By signing the Subscription Agreement, you agree to provide this information and confirm that this information is true and correct. If we are unable to verify your identity, or that of another person(s) authorized to act on your behalf, or if we believe we have identified potentially criminal activity, we reserve the right to take action as we deem appropriate which may include closing your account.
Please separately initial each of the representations below. Except in the case of fiduciary accounts, you may not grant any person a power of attorney to make the representations on your behalf. In order to induce Nuveen Global Cities REIT, Inc. to accept this subscription, I hereby represent and warrant to you as follows:
Please Note: All Items Must be Read and Initialed
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I have received a copy of the Final Prospectus. | | ☐
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I/We have (i) a minimum net worth (not including home, home furnishings and personal automobiles) of at least $250,000, or (ii) a minimum net worth (as previously described) of at least $70,000 and a minimum annual gross income of at least $70,000. | | ☐
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In addition to the general suitability requirements described above, I/we meet the higher suitability requirements, if any, imposed by my state of primary residence as set forth in the Prospectus under “SUITABILITY STANDARDS.” | | ☐
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I acknowledge that there is no public market for the Shares and, thus, my investment in Shares is not liquid. | | ☐
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I am purchasing the Shares for my own account. | | ☐
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I understand that the transaction price per share at which my investment will be executed will be made available atwww.nuveenglobalreit.comand in a prospectus supplement filed with the SEC, available atwww.sec. gov. | | ☐
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B-9
I understand that my subscription request will not be accepted before the later of (i) two business days before the first calendar day of the month and (ii) three business days after the transaction price is made available. I understand that I am not committed to purchase shares at the time my subscription order is submitted and I may cancel my subscription at any time before the time it has been accepted as described in the previous sentence. I understand that I may withdraw my purchase request by notifying the transfer agent or through my financial intermediary.
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If I am not a resident ofAlabama, Arkansas, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, Ohio, Oregon or Washington, I acknowledge that I will be automatically enrolled in the distribution reinvestment plan unless I elect in Section 5 of this subscription agreement to receive my distributions in cash. | | ☐
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If I am anAlabamaresident, my investment in Nuveen Global Cities REIT, Inc. and its affiliates may not exceed 10% of my liquid net worth. | | ☐
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If I am anIdahoresident, I have either (a) a liquid net worth of $85,000 and annual gross income of $85,000 or (b) a liquid net worth of $300,000. In addition, my total investment in Nuveen Global Cities REIT, Inc. may not exceed 10% of my liquid net worth. | | ☐
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If I am anIowaresident, I have either (a) an annual gross income of at least $100,000 and a net worth of at least $100,000, or (b) a net worth of at least $350,000. In addition, if I am not an accredited investor as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), my aggregate investment in this offering and in the securities of other public,non-listed direct participation programs does not exceed 10% of my net worth. | | ☐
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If I am aKansasresident, my aggregate investment in the securities of Nuveen Global Cities REIT, Inc. and other public,non-listed real estate investment trusts will not exceed 10% of my liquid net worth. | | ☐
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If I am aKentuckyresident, my investment in Nuveen Global Cities REIT, Inc. and its affiliates’ public,non-listed real estate investment trusts may not exceed 10% of my liquid net worth. | | ☐
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If I am aMaine resident, I acknowledge that the Maine Office of Securities recommends that my aggregate investment in Nuveen Global Cities REIT, Inc. and similar direct participation investments not exceed 10% of my liquid net worth. | | ☐
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If I am aMassachusetts resident, my investment in Nuveen Global Cities REIT, Inc. and other illiquid direct participation programs may not exceed 10% of my liquid net worth. | | ☐
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If I am aMissouriorOregonresident, my investment in Nuveen Global Cities REIT, Inc. may not exceed 10% of my liquid net worth. | | ☐
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If I am aNebraskaresident, and I do not meet the definition of “accredited investor” as defined in Regulation D under the Securities Act, my aggregate investment in this offering and in the securities of other public,non-listed REITs may not exceed 10% of my net worth. | | ☐
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If I am aNew Jersey resident, I must have either (a) a minimum liquid net worth of at least $100,000 and a minimum annual gross income of not less than $85,000, or (b) a minimum liquid net worth of $350,000. In addition, my investment in Nuveen Global Cities REIT, Inc., its affiliates, and other public,non-listed direct investment programs (including real estate investment trusts, business development companies, oil and gas programs, equipment leasing programs and commodity pools, but excluding unregistered, federally and state exempt private offerings) may not exceed 10% of my liquid net worth. | | ☐
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If I am aNew Mexicoresident I must limit my investment in Nuveen Global Cities REIT, Inc., its affiliates and other public,non-listed real estate investment trusts to 10% of my net worth. | | ☐
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If I am anOhio resident, I shall not invest more than 10% of my liquid net worth in Nuveen Global Cities REIT, Inc., its affiliates, and in any other public,non-listed real estate investment programs. | | ☐
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If I am aNorth Dakota, Pennsylvania or Tennesseeresident, my investment in Nuveen Global Cities REIT, Inc. may not exceed 10% of my net worth. | | ☐
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If I am a Vermont resident and I am not an “accredited investor” as defined in 17 C.F.R. § 230.501, my investment in this offering may not exceed 10% of my liquid net worth. For these purposes, “liquid net worth” is defined as an investor’s total assets (not including home, home furnishings, or automobiles) minus total liabilities. | | ☐
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“Liquid net worth” is defined as that portion of net worth (total assets exclusive of home, home furnishings, and automobiles, minus total liabilities) that consists of cash, cash equivalents and readily marketable securities.
For purposes of the acknowledgments above, an affiliate of Nuveen Global Cities REIT, Inc. shall mean (i) any person or entity directly or indirectly owning, controlling or holding, with the power to vote, 10% or more of the outstanding voting securities of Nuveen Global Cities REIT, Inc.; (ii) any person or entity 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by Nuveen Global Cities REIT, Inc.; (iii) any person or entity directly or indirectly controlling, controlled by or under common control with Nuveen Global Cities REIT, Inc., including any partnership in which Nuveen Global Cities REIT, Inc. is a general partner; and (iv) any executive officer, director, trustee or general partner of Nuveen Global Cities REIT, Inc.
If you do not have another broker-dealer or other financial intermediary introducing you to Nuveen Global Cities REIT, Inc., then Nuveen Securities, LLC may be deemed to be acting as your broker of record in connection with any investment in Nuveen Global Cities REIT, Inc. For important information in this respect, see Section 6 above.I declare that the information supplied above is true and correct and may be relied upon by Nuveen Global Cities REIT, Inc. I acknowledge that the Broker-Dealer/Financial Advisor (Broker-Dealer/Financial Advisor of record) indicated in Section 6 of this Subscription Agreement and its designated clearing agent, if any, will have full access to my account information, including the number of shares I own, tax information (including the Form 1099) and redemption information. Investors may change the Broker-Dealer/Financial Advisor of record at any time by contacting Nuveen Global Cities REIT, Inc. at the number indicated below REIT, Inc. at the number indicated below.
B-11
SUBSTITUTE IRS FORMW-9 CERTIFICATIONS (required for U.S. investors):
Under penalties of perjury, I certify that:
(1) | The number shown on this Subscription Agreement is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and |
(2) | I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and |
(3) | I am a U.S. citizen or other U.S. person (including a resident alien) (defined in IRS FormW-9); and |
(4) | The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. |
Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.
The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
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Signature of Investor Date | | | | Signature ofCo-Investor or Custodian Date (If applicable) |
(MUST BE SIGNED BY CUSTODIAN OR TRUSTEE IF PLAN IS
ADMINISTERED BY A THIRD PARTY)
8. Miscellaneous
If investors participating in the Distribution Reinvestment Plan or making subsequent purchases of Shares of Nuveen Global Cities REIT, Inc. experience a material adverse change in their financial condition or can no longer make the representations or warranties set forth in Section 7 above, they are asked to promptly notify Nuveen Global Cities REIT, Inc. and the Broker-Dealer in writing.
No sale of Shares may be completed until at least five business days after you receive the final Prospectus. To be accepted, a subscription request must be made with a completed and executed subscription agreement in good order and payment of the full purchase price at least five business prior to the first calendar day of the month (unless waived). You will receive a written confirmation of your purchase.
All items on the Subscription Agreement must be completed in order for your subscription to be processed. Subscribers are encouraged to read the Prospectus in its entirety for a complete explanation of an investment in the Shares of Nuveen Global Cities REIT, Inc.
Return to:
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Standard Mail: DST Systems, Inc. PO Box 219307 Kansas City, MO 64121-9307 | | Overnight Mail: DST Systems, Inc. 430 w 7th St., Suite 219307 Kansas City, MO 64105-1407 |
Email Delivery:Nuveen.ai@dstsystems.com
Fax Delivery: (844)882-0011
For Questions:
Stockholder Services: (833)688-3368
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