SecProbe.io

Filing text and metadata
Intelligence Terminal Search Topics Monthly Activity About

Correspondence 0001999371-24-008572 from Nuveen Core Equity Alpha Fund (JCE) (CIK 0001385763) (JCE)

Nuveen Core Equity Alpha Fund (JCE) (CIK 0001385763)
Date: July 12, 2024 · CIK: 0001385763 · Accession: 0001999371-24-008572

AI Filing Summary & Sentiment

File numbers found in text: 333-279509, 811-22003

Date
July 12, 2024
Author
/s/ Joel D. Corriero
Form
CORRESP
Company
Nuveen Core Equity Alpha Fund (JCE) (CIK 0001385763)

Letter

VIA EDGAR Division of Investment Management Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Nuveen Core Equity Alpha Fund File Numbers: 333-279509, 811-22003

Dear Ms. Larkin:

This letter responds to comments you provided via telephone on June 18, 2024, regarding the shelf offering registration statement on Form N-2 (the “Registration Statement”), filed on May 17, 2024, with respect to the Nuveen Core Equity Alpha Fund (the “Registrant” or the “Fund”). For convenience, each of your comments are 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

Outside Front Cover, Page 2

1. Comment: In the third paragraph regarding the risk factors of the Fund, please include reference to the risks of using leverage. See Item 1.1(j) of Form N-2.

Response: Because the Registrant has adopted a non-fundamental policy to not leverage its capital structure by issuing senior securities, the Registrant does not believe a reference to the risks of using leverage is necessary at this time.

Page 17 – Dividend Reinvestment Plan

2. Comment: The disclosure incorporates by reference the dividend reinvestment plan disclosure from the annual report. Accordingly, in the next annual report, please add disclosure about how partial shares are treated under the dividend reinvestment plan.

Response: The Registrant acknowledges the staff’s comment and will consider modifying such disclosure in its next annual report.

Ms. Lisa N. Larkin

July 12, 2024

Page 2

Page 19 – Plan of Distribution – General

3. Comment: The second paragraph of the subsection titled “General” of the “Plan of Distribution” section refers to the indemnification provisions underwriters, dealers and agents may be entitled to under agreements entered into with the Fund. Please briefly describe these indemnification provisions. See Item 5.4 of Form N-2.

Response: Because the Registrant has not yet entered into any such agreements in connection with the Securities to be offered in the Registration Statement, it does not believe any additional disclosure is necessary.

STATEMENT OF ADDITIONAL INFORMATION

Page 1 – Investment Restrictions

4. Comment: Section 8(b)(1) of the 1940 Act requires a statement of the Fund’s policy with respect to concentrating investments in a particular industry or group of industries. The Fund’s policy does not cover concentration regarding a group of industries. Please explain how the Fund intends to address this issue.

Response: The Registrant respectfully submits that the investment restriction relating to concentration is consistent with Section 8(b)(1) of the 1940 Act, and the Instruction to Item 8.b.2(b) and Item 17.2.e of Form N-2, which provide that a fund must disclose its policy with respect to concentrating investments in either a particular industry or a group of industries. Neither Section 8(b)(1) of the 1940 Act, nor the Instructions or requirements of Form N-2, require the Fund to disclose a policy not to concentrate its investments with respect to both industries and groups of industries. Nonetheless, in order to satisfy the staff’s demand that the stated policy be more consistent with the literal wording of Section 8(b)(1) of the 1940 Act, the Registrant will add the following disclosure as an explanatory note following its concentration policy:

Under the 1940 Act, investments of more than 25% of a fund’s total assets in one or more issuers in the same industry or group of industries constitutes concentration. The policy in subparagraph (4) above will be interpreted in accordance with public interpretations of the SEC and its staff pertaining to concentration from time to time, and therefore the reference to “industry” in such policy shall be read to include a group of related industries. The policy in subparagraph (4) above will be interpreted to give broad authority to the Fund as to how to classify issuers within or among either industries or groups of related industries. The Fund currently utilizes any one or more industry classifications used by one or more widely recognized market indexes or rating group indexes, and/or as defined by Nuveen Fund Advisors.

Ms. Lisa N. Larkin

July 12, 2024

Page 3

Page 41 – Control Persons and Principal Holders of Common Shares

5. Comment: There appears to be duplicative disclosure regarding control persons and principal holders of Common Shares. Please review and reconcile that disclosure.

Response: The Registrant will remove the duplicative disclosure.

* * * * * *

We believe that this information responds to all of your comments. 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

Show Raw Text
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

July 12, 2024

VIA EDGAR

Lisa N. Larkin

Senior Counsel

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Nuveen Core Equity Alpha Fund

  File Numbers: 333-279509, 811-22003

Dear Ms. Larkin:

This letter responds to comments
you provided via telephone on June 18, 2024, regarding the shelf offering registration statement on Form N-2 (the “Registration
Statement”), filed on May 17, 2024, with respect to the Nuveen Core Equity Alpha Fund (the “Registrant” or the “Fund”).
For convenience, each of your comments are 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

Outside Front Cover, Page 2

 1. Comment:
                                            In the third paragraph regarding the risk factors of the Fund, please include
                                            reference to the risks of using leverage. See Item 1.1(j) of Form N-2.

    Response: Because the Registrant has adopted a non-fundamental
                              policy to not leverage its capital structure by issuing senior securities, the Registrant does not believe
                              a reference to the risks of using leverage is necessary at this time.

Page 17 – Dividend Reinvestment Plan

 2. Comment: The disclosure incorporates by reference the dividend
reinvestment plan disclosure from the annual report. Accordingly, in the next annual report, please add disclosure about how partial shares
are treated under the dividend reinvestment plan.

    Response: The Registrant acknowledges the staff’s comment
                              and will consider modifying such disclosure in its next annual report.

Ms. Lisa N. Larkin

July 12, 2024

Page 2

Page 19 – Plan of Distribution – General

 3. Comment: The second paragraph of the subsection titled “General”
of the “Plan of Distribution” section refers to the indemnification provisions underwriters, dealers and agents may be entitled
to under agreements entered into with the Fund. Please briefly describe these indemnification provisions. See Item 5.4 of Form N-2.

    Response: Because the Registrant has not yet entered into
                              any such agreements in connection with the Securities to be offered in the Registration Statement, it does
                              not believe any additional disclosure is necessary.

STATEMENT OF ADDITIONAL INFORMATION

Page 1 – Investment Restrictions

 4. Comment: Section 8(b)(1) of the 1940 Act requires a statement
of the Fund’s policy with respect to concentrating investments in a particular industry or group of industries. The Fund’s
policy does not cover concentration regarding a group of industries. Please explain how the Fund intends to address this issue.

    Response: The Registrant respectfully submits
                              that the investment restriction relating to concentration is consistent with Section 8(b)(1) of the 1940
                              Act, and the Instruction to Item 8.b.2(b) and Item 17.2.e of Form N-2, which provide that a fund must disclose
                              its policy with respect to concentrating investments in either a particular industry or a group of industries.
                              Neither Section 8(b)(1) of the 1940 Act, nor the Instructions or requirements of Form N-2, require the
                              Fund to disclose a policy not to concentrate its investments with respect to both industries and
                              groups of industries. Nonetheless, in order to satisfy the staff’s demand that the stated policy
                              be more consistent with the literal wording of Section 8(b)(1) of the 1940 Act, the Registrant will add
                              the following disclosure as an explanatory note following its concentration policy:

                              Under the 1940 Act, investments of more than 25% of a fund’s total assets in one or more issuers in the same industry or group
of industries constitutes concentration. The policy in subparagraph (4) above will be interpreted in accordance with public interpretations
of the SEC and its staff pertaining to concentration from time to time, and therefore the reference to “industry” in such
policy shall be read to include a group of related industries. The policy in subparagraph (4) above will be interpreted to give broad
authority to the Fund as to how to classify issuers within or among either industries or groups of related industries. The Fund currently
utilizes any one or more industry classifications used by one or more widely recognized market indexes or rating group indexes, and/or
as defined by Nuveen Fund Advisors.

Ms. Lisa N. Larkin

July 12, 2024

Page 3

Page 41 – Control Persons and Principal
Holders of Common Shares

 5. Comment: There appears to be duplicative disclosure regarding
control persons and principal holders of Common Shares. Please review and reconcile that disclosure.

    Response: The Registrant will remove the duplicative disclosure.

* * * * * *

We believe that this information
responds to all of your comments. 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