Correspondence 0001999371-25-002775 from Nuveen S&P 500 Dynamic Overwrite Fund (SPXX)
Nuveen S&P 500 Dynamic Overwrite Fund
Date: March 18, 2025 · CIK: 0001338561 · Accession: 0001999371-25-002775
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 811-21809
Letter
VIA EDGAR Division of Investment Management Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Nuveen S&P 500 Dynamic Overwrite Fund File Numbers: 333- 281040; 811-21809
Dear Mr. Bellacicco:
This letter responds to the supplemental comment you provided via telephone on March 13, 2025, regarding the draft first pre-effective amendment shelf offering registration statement on Form N-2/A (the "Registration Statement"), with respect to the Nuveen S&P 500 Dynamic Overwrite Fund (the "Registrant" or the "Fund"). For convenience, your comment is repeated below, with the response immediately following. Capitalized terms not defined in this letter have the meanings ascribed to them in the Registration Statement.
PROSPECTUS
Prospectus
Investment Management and Sub-Advisory Agreements – Average Daily Managed Assets
1. Comment : We note that footnote (1) to the "Average Daily Managed Assets" table states that "net assets attributable to any preferred shares the Fund may issue and the principal amount of borrowings, if any" are included in the breakpoint schedule. Please confirm that the costs associated with offering expenses, including any preferred shared offering expenses, are reflected in the Summary of Fund Expenses fee table.
Pennsylvania • New Jersey • Delaware • DC • New York • Illinois • California
A Pennsylvania Limited Liability Partnership
Christopher R. Bellacicco
March 18, 2025
Page 2
Response : The Registrant has reviewed footnote (1) to the "Average Daily Managed Assets" table and confirms that footnote (1) is not applicable for this Fund and was included in error in the draft provided for your review. The Registrant further notes that as a non-fundamental policy of the Fund, the Fund will not leverage its capital structure by issuing senior securities such as preferred shares or debt instruments. However, to the extent that the Registrant's Board of Trustees eliminates this non-fundamental policy in the future and the Fund issues preferred shares, the Registrant confirms that any applicable interest expenses and preferred offering costs will be included in the "Interest and Other Related Expenses" line item of the fee table.
* * * * * *
We believe that this information responds to your comment. If you should require additional information, please call me at 215.564.8528 or, in my absence, Stephen LaChine at 312.964.3522.
Sincerely,
/s/ Joel D. Corriero
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CORRESP 1 filename1.htm Stradley Ronon Stevens & Young, LLP 2005 Market Street, Suite 2600 Philadelphia, PA 19103 Telephone 215.564.8000 Fax 215.564.8120 www.stradley.com Joel D Corriero Partner jcorriero@stradley.com 215.564.8528 VIA EDGAR March 18, 2025 Christopher R. Bellacicco Division of Investment Management Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Nuveen S&P 500 Dynamic Overwrite Fund File Numbers: 333- 281040; 811-21809 Dear Mr. Bellacicco: This letter responds to the supplemental comment you provided via telephone on March 13, 2025, regarding the draft first pre-effective amendment shelf offering registration statement on Form N-2/A (the "Registration Statement"), with respect to the Nuveen S&P 500 Dynamic Overwrite Fund (the "Registrant" or the "Fund"). For convenience, your comment is repeated below, with the response immediately following. Capitalized terms not defined in this letter have the meanings ascribed to them in the Registration Statement. PROSPECTUS Prospectus Investment Management and Sub-Advisory Agreements – Average Daily Managed Assets 1. Comment : We note that footnote (1) to the "Average Daily Managed Assets" table states that "net assets attributable to any preferred shares the Fund may issue and the principal amount of borrowings, if any" are included in the breakpoint schedule. Please confirm that the costs associated with offering expenses, including any preferred shared offering expenses, are reflected in the Summary of Fund Expenses fee table. Pennsylvania • New Jersey • Delaware • DC • New York • Illinois • California A Pennsylvania Limited Liability Partnership Christopher R. Bellacicco March 18, 2025 Page 2 Response : The Registrant has reviewed footnote (1) to the "Average Daily Managed Assets" table and confirms that footnote (1) is not applicable for this Fund and was included in error in the draft provided for your review. The Registrant further notes that as a non-fundamental policy of the Fund, the Fund will not leverage its capital structure by issuing senior securities such as preferred shares or debt instruments. However, to the extent that the Registrant's Board of Trustees eliminates this non-fundamental policy in the future and the Fund issues preferred shares, the Registrant confirms that any applicable interest expenses and preferred offering costs will be included in the "Interest and Other Related Expenses" line item of the fee table. * * * * * * We believe that this information responds to your comment. If you should require additional information, please call me at 215.564.8528 or, in my absence, Stephen LaChine at 312.964.3522. Sincerely, /s/ Joel D. Corriero Joel D. Corriero Enclosures Copies (w/encl.) to M. Winget E. Fess E. Purple S. Lachine