SecProbe.io

1September 30, 2024
Via E-Mail
Joel D. Corriero, Esq.
Stradley Ronon Stevens & Young, LLP
191 N. Wacker Drive, Suite 1601 Chicago, IL 60606 jcorriero@stradley.com
Re:  Nuveen Enhanced CLO Income Fund
Registration Statement on Form N-2 File Nos. 333-281856, 811-23999
Dear Mr. Corriero:

On August 30, 2024, you filed a registration stat ement on Form N-2 on behalf of Nuveen
Enhanced CLO Income Fund (the “Fund”). We ha ve reviewed the registration statement and
have provided our comments below.  Where a comme nt is made in one lo cation, it is applicable
to all similar disclosure appearing elsewhere in the registration statement. All capitalized terms not otherwise defined herein have the meaning given to them in the registration statement.
Unless otherwise specified, references to items, in struction numbers, and guides in this letter are
to items and instructions in Form N-2, and the Guidelines for Form N-2, respectively.
GENERAL
1. We note that the Registration Statement is missing information and exhibits ( e.g., seed
financial statements of the F und, investment advisory agreem ents) and contains bracketed
disclosures ( e.g., fee table and expense example). We may have comments on such portions
when you complete them in any pre-effective am endment, on disclosures made in response to
this letter, on information supplied supplementall y, or on exhibits filed in any pre-effective
amendment. Please plan accordingly.

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 2. Please tell us if you have presen ted any test-the-waters materi als to potential investors in
connection with this offering. If so, please cont act us to discuss how to provide us with
copies of such materials.

3. We note that the Fund intends to issue three separate classes of shares: Class I Common
Shares, Class A1 Common Shares, and Class A2 Common Shares. If the Fund has not yet
received exemptive relief to offer multiple classes of shares, please revise the disclosure to
clearly identify which share class will be available for purchase unless and until the Fund
receives exemptive relief.  Pleas e also state each time the Fund references the offer of
multiple classes that it is uncertain when such exemptive relief will be granted, if at all.

4. In addition to the exemptive application for mu lti-class relief, please advise us if you expect
to submit any exemptive application(s) or no-action request(s) in connection with the
Registration Statement.

5. The disclosure references the reorganization of the Predecessor Fund with and into the Fund.
In correspondence, please provide additional information related to  the reorganization,
including whether any exemptive re lief is required in order to effect the reorganization. If
you are relying on the GuideStone  Financial  No-Action Letter (pub. avail. Dec. 27, 2006),
please explain any differences and simila rities between the facts underlying the
reorganization of the Predecessor F und into the Fund and those in the GuideStone  letter.
Please explain why the Predecessor Fund did not itself register as a fund and instead
reorganized into the Fund.

COVER PAGE

6. The cover page includes disclosure that the F und is an interval fund and will make periodic
repurchase offers for its securities, subject to  certain conditions. Please also disclose on the
cover page the anticipated timing of the Fund's initial repurchase offer.

7. The cover page discloses that a substantial portion of the Fund’s asse ts generally will be
invested in securities rated below investment grade. Please briefly note here the types of
investments in which those a ssets are generally held ( e.g., CLOs and other securitized
instruments), and disclose th at such investments may be difficult to value and may be
illiquid. Please also include a cross-reference to sections in the registration statement discussing applicable risks. Finally, please place this text in bold-faced type. See Item 1.1.j.

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 8. Disclosure in the paragraph titled “ Purchasing Class A1 Common Shares ” states: “An
investor will pay a sales load  of up to [__]% on amounts invested. If you pay the maximum
aggregate [__]% for sales load, you must experi ence a total return on your net investment of
[__]% in order to recover these expenses.” To  enhance investor comp rehension, please move
this disclosure to the bullet points under th e paragraph titled “Investor Suitability” on the
cover page and place it in bold text.

9. In the paragraph titled “Investor Suitability,” please add the following disclosure, as
applicable:

x The Fund may pay distributions in significant pa rt from sources that may not be available
in the future and that are unrelated to th e Fund’s performance, such as from offering
proceeds, borrowings, and amounts from the F und’s affiliates that are subject to
repayment by investors.

10. Please review Item 2(3) and, if applicable, in clude the disclosure re quired by Rule 481(e)
regarding prospectus delivery obligations.
PROSPECTUS

Prospectus Summary – page 1

The Offering (p. 1)

11. The fourth paragraph includes the following disclosure: “For additional information
regarding Class I Common Shares  please see “Plan of Distribu tion—Share Classes” in this
prospectus.” To enhance invest or comprehension, please consider  moving this disclosure to
the first paragraph of this subsection, to cons olidate it with other di sclosure about Class I
Common Shares.   Portfolio Contents (p.2)

12. We note that the Fund may have principal inve stments in foreign securities, including in
emerging markets. Please provide a basis to assess the expertise and experience of the Adviser with respect to  foreign investments. See Guide 9 to Form N-2.  Please also clarify
whether there is any limit or target to the am ount of the Fund’s net assets that may be
invested in foreign investments. Finally, please also consider whether the foreign securities risks enumerated in Guide 9 are conc isely addressed in the prospectus. See also  IM
Accounting and Disclosure Information 2020-11, Registered Funds’ Risk Disclosure
Regarding Investments in Emerging Markets .

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 13. Covenant-lite loans are identifie d as principal investments of  the Fund. Please revise the
principal investment stra tegy to clarify whether the Fund will i nvest in such loans directly or
will invest in them indirectly thr ough its investments in CLOs, or both.

14. Please consider revising the firs t sentence of the “Other Inve stment Companies” subsection
as follows: “The Fund may invest in secur ities of other open or closed-end investment
companies (including exchange-t raded funds (“ETFs”)) that i nvest primarily in the types of
investments  in which the Fund may invest dir ectly.” Please also make corresponding
changes to the same language th roughout the Registration Statement.

15. With respect to investments in “Other Investment Companies,” please clarify whether the
Fund will invest in affilia ted or unaffiliated inves tment companies. If a pplicable, please also
include appropriate risk disclosu res regarding risks and conflicts of interest associated with
investments in affiliated investment companies.

16. Disclosure states that the Fund may invest in or  enter into derivative contracts or instruments.
Please clarify here, and throughout as applic able, whether the Fund intends to count
derivatives towards its 80% inve stment policy and how the Fund will use derivatives as part
of its investment strategy.

Investment Policies (p.4)

17. For clarity, please consider adding disclosu re to the discussion under the subheading
“Leverage” (and throughout, as applicable) th at addresses how the Fund’s investments in
CLO Warehouses and derivatives ma y expose the Fund to leverage.

Other Risks – Recent Market Conditions (p.14)
18. Consider whether the discussion of U.S. Fede ral Reserve interest ra te actions should be
updated in light of re cent developments.
 Summary of Fund Expenses – page 15
 19. In the first sentence under the Example, pl ease strike “As required by relevant SEC
regulations.”
20. Please tell us whether the fees waived by the investment adviser will be subject to
recoupment. If so, please disclose the terms of  recoupment and ensure the recoupment period
is limited to three years from the date of the waiver/reimbursement. Please also disclose that any recoupments would be limited to the lesser of (1) the expense limitation in effect at the
time of waiver, and (2) the expense limitation in effect at the time of recapture.

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 Risks – page 29

21. Please tailor the derivatives risk disclosure to address the risks posed by the derivatives
instruments identified as prin cipal investments of the Fund in the principal investment
strategy.
22. Consider whether duration risk should be disclose d as a principal risk. We note, for example,
that the discussion of leverage  on page 28 notes that deriva tives may be used to hedge
duration risk. Please also consider including a ny relevant duration criteria the Fund uses in
the strategy discussion, along with a brief explanation of duration.

Management of the Fund – page 44

23. The disclosure includes the address of Nuve en Fund Advisors. Please also provide the
address for Nuveen Asset Management.  See Item 9.1.b of Form N 2.

24. The disclosure in the “Investment Manageme nt and Subadvisory Agreements” subsection
lists the advisory fee as a percentage of average Managed Assets. Please also disclose the fee as a percentage of average net assets. See Item 9.1.b, Instr. 1 of Form N-2.

25. In the third paragraph of the “Complex-Level Fee” subsection, consider striking the reference
to listing fees, given that the Fund does not intend to list its shares.
 Description of Shares and Debt – page 49

Preferred Shares (p.49)
 26. Disclosure states that the Fund may issue Pr eferred Shares. Please supplementally explain
whether it is likely that the Fund will issu e Preferred Shares within 12 months of
effectiveness of this registration statement. If so, please disclose the consequences to holders
of common shares of the issuance of preferred shares ( e.g., increased expense ratio, lower
liquidation preference, and diminished voting power) and provide appropriate fee table
disclosure ( e.g., estimated dividend expense of preferred shares).
 Plan of Distribution – page 57

27. In the sixth paragraph, disclosure states th at the Fund will indemnify the Distributor and
certain of the Distributor’s affiliates agains t certain liabilities aris ing under the Securities
Act. Please briefly describe th ese indemnification provisions. See Item 5.4 of Form N-2.

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 Repurchase Request De adline – page 67

28. Disclosure in the first paragraph states that the Fund will send a written notice to each
Common Shareholder at least twenty-one days  before the Repurchase Request Deadline.
Please clarify that the Fund will send such notice no more than forty-two days before the Repurchase Request Deadline. See Rule 23c-3(b)(4).

29. Disclosure in the second paragraph states that “[t]his notice may be included in a shareholder
report or other Fund document.”  Please suppl ementally explain whether the inclusion of
notice in such documents would be in add ition to separate written notice sent to each
Common Shareholder or if it would be the primary me thod of providing notice.

STATEMENT OF ADDITIONAL INFORMATION

Investment Restri ctions – page 8

30. Disclosure in the fourth inves tment restriction states that the fund will not “[i]nvest more
than 25% of its total assets in  securities of issuers in any one industry or group of related
industries; provided, together w ith any other person interpos itioned between such lender and
the Fund with respect to a participation.” Please restate this policy for clarity and using plain
English.
PART C

By-Laws of Nuveen Interval Funds

31. Section 6.5(e) of the Fund’s By-Laws states , “No shareholder may bring a direct action
claiming injury as a shareholder where the matters  alleged (if true) would give rise to a claim
by the Trust, unless the shareholder has suffered  an injury distinct from that suffered by the
shareholders of the trust genera lly.”  Please revise this langua ge to clarify that the provision
does not apply to claims arising under the fede ral securities laws.  Additionally, please add
disclosure about this provision in an appropr iate location in the section titled, “Certain
Provisions in the Declaration of Trust and By-Laws.”

*     *     *     *     *     *

We remind you that the company and its manage ment are responsible for the accuracy
and adequacy of their disclosures, notwithsta nding any review, comments, action, or absence of
action by the staff.

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 A response to this letter should be in the form of a pre-effective amendment filed
pursuant to Rule 472 under the Securities Act.  The pre-effective amendment filing should be
accompanied by a supplemental letter that includes your responses to each of these comments.
Where no change will be made in the filing in res ponse to a comment, please indicate this fact in
your supplemental letter a nd briefly state the basis for your position.

Should you have any questions regarding this  letter prior to filing the pre-effective
amendment, please contact me at (202) 551-7703.

Sincerely,
/s/ Matthew S. Williams
Branch Chief

cc: Andrea Ottomanelli Magovern, Assistant Director
 Melissa McDonough, Acc ounting Branch Chief
 Chad Eskildsen, Accounting Reviewer