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Correspondence 0001839882-24-043328 from Nuveen Enhanced CLO Income Fund (CIK 0002035726)

Nuveen Enhanced CLO Income Fund (CIK 0002035726)
Date: Dec. 3, 2024 · CIK: 0002035726 · Accession: 0001839882-24-043328

AI Filing Summary & Sentiment

File numbers found in text: 333-281856, 811-23999

Referenced dates: September 30, 2024

Date
December 3, 2024
Author
Branch Chief
Form
CORRESP
Company
Nuveen Enhanced CLO Income Fund (CIK 0002035726)

Letter

VIA EDGAR Division of Investment Management Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Nuveen Enhanced CLO Income Fund File Numbers: 333-281856; 811-23999

Dear Mr. Williams:

This letter responds to the comments contained in the letter dated September 30, 2024, from the staff of the Securities and Exchange Commission (the “SEC”) regarding the registration statement on Form N-2 (the “Registration Statement”), filed with respect to the Nuveen Enhanced CLO Income 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.

GENERAL

1. Comment: We note that the Registration Statement is missing information and exhibits (e.g., seed financial statements of the Fund, investment advisory agreements) 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 amendment, on disclosures made in response to this letter, on information supplied supplementally, or on exhibits filed in any pre-effective amendment. Please plan accordingly.

Response: The Registrant acknowledges the Staff’s comment and will plan accordingly.

2. Comment: Please tell us if you have presented any test-the-waters materials to potential investors in connection with this offering. If so, please contact us to discuss how to provide us with copies of such materials.

Response: The Registrant has not presented any “test the waters” materials to potential investors in connection with this offering.

Mr. Matthew S. Willaims December 3, 2024 Page 2

3. Comment: 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. Please 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.

Response: The Registrant confirms that it will rely on an exemptive order previously granted to a Nuveen-sponsored interval fund, which also applies to any other registered closed-end investment company for which Nuveen Senior Loan Asset Management Inc. (which was merged into the entity now known as Nuveen Fund Advisors, LLC) (the “Adviser”) or John Nuveen & Co. Incorporated (now known as Nuveen Securities, LLC) (the “Distributor”) or any entity controlling, controlled by, or under common control with the Adviser or the Distributor acts as investment adviser or principal underwriter. See In re Nuveen Floating Rate Fund, SEC Exemptive Order (File No. 812-11690), Release No. 24114, 1999 SEC LEXIS 2296 (Oct. 27, 1999). This exemptive order permits the Registrant to issue multiple classes of shares and impose asset-based distribution fees and early withdrawal charges.

4. Comment: In addition to the exemptive application for multi-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.

Response: The Registrant does not expect to submit an exemptive application or no-action request in connection with the Registration Statement.

5. Comment: 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 relief 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 similarities between the facts underlying the reorganization of the Predecessor Fund 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.

Response: The Registrant will rely upon the GuideStone letter to effect the transfer of assets from the Predecessor Fund to the Registrant and does not intend to rely upon any exemptive relief to effect the transaction. In GuideStone, the SEC staff provided no-action relief from Section 17(a)(1) of the 1940 Act with respect to the sale of all of the portfolio securities by two unregistered funds (each, an “Unregistered Fund”) that were exempt from registration as investment companies pursuant to Section 3(c)(14) of the 1940 Act to a newly created series of a registered investment company registered (each, a “New Series”) in exchange for shares of the New Series. Each Unregistered Fund and its corresponding New Series may have been deemed to be affiliates of each other because they may have been deemed to be under the common control of GuideStone Financial Resources of the Southern Baptist Convention. Each New Series had the same investment objectives, investment policies and portfolio managers as its corresponding Unregistered Fund.

Mr. Matthew S. Willaims December 3, 2024 Page 3

The facts underlying the proposed transaction between the Registrant and the Predecessor Fund (the “Transaction”) is in all material respects similar to those in the GuideStone letter. Similar to the Unregistered Funds, the Predecessor Fund is exempt from registration as an investment company pursuant to Section 3(c)(7)1 of the 1940 Act and proposes to sell all of its portfolio securities to the Registrant, which is a newly created registered investment company, in exchange for Class I Common Shares of the Registrant. The Registrant proposes to rely on the GuideStone letter because the Predecessor Fund and the Registrant may be deemed to be affiliates of each other because they may be deemed to be under the common control of Nuveen Asset Management, LLC (“Nuveen Asset Management”). Nuveen Asset Management is investment adviser of the Predecessor Fund and the proposed subadviser of the Registrant, who will be responsible for investing the Registrant’s Managed Assets, and is a subsidiary of the Registrant’s proposed investment adviser, Nuveen Fund Advisors, LLC. In addition, the Predecessor Fund has investment policies, an investment objective, guidelines and restrictions that are, in all material respects, equivalent to those of the Registrant. The Registrant is also proposed to have the same portfolio managers as the Predecessor Fund.

Finally, it was not proposed that the Predecessor Fund itself register as an investment company because the Predecessor Fund’s form of organization is not suitable for operation as a registered investment company.

COVER PAGE

6. Comment: The cover page includes disclosure that the Fund 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.

Response: The Registrant will revise the disclosure on its Cover Page as follows:

1 While this differs from the subsection relied upon by the Unregistered Funds in the GuideStone letter, the GuideStone letter specifically states that “[o]ur position in this letter is not limited to Non-Specified Entities that, like the Unregistered Funds, are not registered with the Commission as investment companies in reliance on the exclusion from the definition of investment company in section 3(c)(14) of the 1940 Act.” See GuideStone at note 15.

Mr. Matthew S. Willaims December 3, 2024 Page 4

Repurchase Offers. In order to provide liquidity to Common Shareholders, the Fund has adopted a fundamental investment policy to make quarterly offers to repurchase between 5% and 25% of its outstanding Common Shares at net asset value, reduced by any applicable repurchase fee. Subject to applicable law and approval of the Fund’s Board of Trustees, for each quarterly repurchase offer, the Fund currently expects to offer to repurchase [_]% of the Fund’s outstanding Common Shares at net asset value. If the value of Common Shares tendered for repurchase exceeds the value the Fund intended to repurchase, the Fund may determine to repurchase less than the full number of Common Shares tendered. In such event, Common Shareholders will have their Common Shares repurchased on a pro rata basis, and tendering shareholders will not have all of their tendered Common Shares repurchased by the Fund. The repurchase pricing date will occur no later than the 14th day after the repurchase request deadline (or the next business day, if the 14th day is not a business day). The Fund expects to distribute payment to Common Shareholders between one and three (3) business days after the repurchase pricing date and will distribute such payment no later than seven (7) calendar days after such date. The repurchase request deadline will generally be the same date as the repurchase pricing date. The Fund expects the first repurchase request deadline to occur no later than six months after the initial effective date of this registration statement. See “Periodic Repurchase Offers” and “Risks—Fund Level Risks—Repurchase Offers Risk.”

7. Comment: The cover page discloses that a substantial portion of the Fund’s assets generally will be invested in securities rated below investment grade. Please briefly note here the types of investments in which those assets are generally held (e.g., CLOs and other securitized instruments), and disclose that 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.

Response: The Registrant will revise the disclosure as follows:

A substantial portion of the Fund’s assets generally will be invested in securities (e.g., CLOs) rated below investment grade or, if unrated, deemed by the Fund’s portfolio managers to be of comparable quality. Below investment-grade securities are commonly referred to as “high yield” securities or “junk” bonds. Below investment-grade securities may be difficult to value and may be illiquid. Accordingly, investing in below investment-grade securities creates special risks for holders of Common Shares (“Common Shareholders”). See “Special Risk Considerations—Fund Level Risks—Collateralized Loan Obligations (“CLOs”) Risk” and “—Below Investment Grade Risk.” The Fund invests both in securities issued by U.S. and non-U.S. companies that are traded over-the-counter or listed on an exchange.

Mr. Matthew S. Willaims December 3, 2024 Page 5

8. Comment: 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 experience a total return on your net investment of [__]% in order to recover these expenses.” To enhance investor comprehension, please move this disclosure to the bullet points under the paragraph titled “Investor Suitability” on the cover page and place it in bold text.

Response: The Registrant will move and revise the disclosure as requested.

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

● The Fund may pay distributions in significant part from sources that may not be available in the future and that are unrelated to the Fund’s performance, such as from offering proceeds, borrowings, and amounts from the Fund’s affiliates that are subject to repayment by investors.

Response: The Registrant has reviewed the proposed bullet point and determined that it is not applicable to the Fund, as none of the stated sources would be used to pay distributions.

10. Comment: Please review Item 2(3) and, if applicable, include the disclosure required by Rule 481(e) regarding prospectus delivery obligations.

Response: The Registrant has reviewed Item 2(3) of Form N-2 and Rule 481(e) under the Securities Act and has added the following disclosure to the back cover of the Prospectus:

All dealers that effect transactions in Common Shares, whether or not participating in this offering, may be required to deliver a Prospectus.

PROSPECTUS

Prospectus Summary – page 1

The Offering (p. 1)

11. Comment: The fourth paragraph includes the following disclosure: “For additional information regarding Class I Common Shares please see “Plan of Distribution—Share Classes” in this prospectus.” To enhance investor comprehension, please consider moving this disclosure to the first paragraph of this subsection, to consolidate it with other disclosure about Class I Common Shares.

Response: The Registrant will revise the disclosure as requested.

Mr. Matthew S. Willaims December 3, 2024 Page 6

Portfolio Contents (p. 2)

12. Comment: We note that the Fund may have principal investments 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 amount 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 concisely addressed in the prospectus. See also IM Accounting and Disclosure Information 2020-11, Registered Funds’ Risk Disclosure Regarding Investments in Emerging Markets.

Response: The Registrant will revise the relevant disclosure as follows:

Nuveen Fund Advisors offers advisory and investment management services to a broad range of investment company clients. Nuveen Fund Advisors has overall responsibility for management of the Fund, oversees the management of the Fund’s portfolio, manages the Fund’s business affairs and provides certain clerical, bookkeeping and other administrative services. Nuveen Fund Advisors is located at 333 West Wacker Drive, Chicago, Illinois 60606. Nuveen Fund Advisors is an indirect subsidiary of Nuveen, the investment management arm of Teachers Insurance and Annuity Association of America (“TIAA”). TIAA is a life insurance company founded in 1918 by the Carnegie Foundation for the Advancement of Teaching and is the companion organization of College Retirement Equities Fund. As of [___], 2024, Nuveen LLC (“Nuveen”) managed approximately [___] trillion in assets, of which approximately [___] billion was managed by Nuveen Fund Advisors. Nuveen Fund Advisors and its affiliates have diverse expertise across many asset classes and geographies.

In addition, the Registrant confirms that it does not currently intend to invest 10% or more of its assets in foreign securities that are not publicly traded in the United States and, therefore, the anticipated level of such foreign investments is below the threshold noted in Guide 9 of Form N-2. Accordingly, the Registrant confirms that the disclosure included in foreign securities risk is appropriate as drafted.

13. Comment: Covenant-lite loans are identified as principal investments of the Fund. Please revise the principal investment strategy to clarify whether the Fund will invest in such loans directly or will invest in them indirectly through its investments in CLOs, or both.

Response: The Registrant refers the staff to the existing disclosure under the section of the Prospectus entitled, “Portfolio Contents—Loans,” which states

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

VIA EDGAR

December 3, 2024

Matthew S. Williams

Branch Chief

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Nuveen Enhanced CLO Income Fund

File Numbers: 333-281856; 811-23999

Dear Mr. Williams:

This letter responds to the
comments contained in the letter dated September 30, 2024, from the staff of the Securities and Exchange Commission (the “SEC”)
regarding the registration statement on Form N-2 (the “Registration Statement”), filed with respect to the Nuveen Enhanced
CLO Income 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.

GENERAL

 1. Comment: We note that the Registration Statement is missing information and exhibits (e.g.,
seed financial statements of the Fund, investment advisory agreements) 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 amendment, on disclosures made in
response to this letter, on information supplied supplementally, or on exhibits filed in any pre-effective amendment. Please plan accordingly.

Response: The Registrant
acknowledges the Staff’s comment and will plan accordingly.

 2. Comment: Please tell us if you have presented any test-the-waters materials to potential
investors in connection with this offering. If so, please contact us to discuss how to provide us with copies of such materials.

Response: The Registrant
has not presented any “test the waters” materials to potential investors in connection with this offering.

    Mr. Matthew S. Willaims
 December 3, 2024
 Page 2

 3. Comment: 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. Please 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.

Response: The Registrant
confirms that it will rely on an exemptive order previously granted to a Nuveen-sponsored interval fund, which also applies to any other
registered closed-end investment company for which Nuveen Senior Loan Asset Management Inc. (which was merged into the entity now known
as Nuveen Fund Advisors, LLC) (the “Adviser”) or John Nuveen & Co. Incorporated (now known as Nuveen Securities, LLC)
(the “Distributor”) or any entity controlling, controlled by, or under common control with the Adviser or the Distributor
acts as investment adviser or principal underwriter. See In re Nuveen Floating Rate Fund, SEC Exemptive Order (File No. 812-11690),
Release No. 24114, 1999 SEC LEXIS 2296 (Oct. 27, 1999). This exemptive order permits the Registrant to issue multiple classes of shares
and impose asset-based distribution fees and early withdrawal charges.

 4. Comment: In addition to the exemptive application for multi-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.

Response: The Registrant
does not expect to submit an exemptive application or no-action request in connection with the Registration Statement.

 5. Comment: 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 relief
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 similarities between the facts underlying the reorganization of the Predecessor Fund
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.

Response: The Registrant
will rely upon the GuideStone letter to effect the transfer of assets from the Predecessor Fund to the Registrant and does not
intend to rely upon any exemptive relief to effect the transaction. In GuideStone, the SEC staff provided no-action relief from
Section 17(a)(1) of the 1940 Act with respect to the sale of all of the portfolio securities by two unregistered funds (each, an “Unregistered
Fund”) that were exempt from registration as investment companies pursuant to Section 3(c)(14) of the 1940 Act to a newly created
series of a registered investment company registered (each, a “New Series”) in exchange for shares of the New Series. Each
Unregistered Fund and its corresponding New Series may have been deemed to be affiliates of each other because they may have been deemed
to be under the common control of GuideStone Financial Resources of the Southern Baptist Convention. Each New Series had the same investment
objectives, investment policies and portfolio managers as its corresponding Unregistered Fund.

    Mr. Matthew S. Willaims
 December 3, 2024
 Page 3

The facts underlying the proposed transaction
between the Registrant and the Predecessor Fund (the “Transaction”) is in all material respects similar to those in the GuideStone
letter. Similar to the Unregistered Funds, the Predecessor Fund is exempt from registration as an investment company pursuant to
Section 3(c)(7)1 of the 1940 Act and proposes to sell all of its portfolio securities to the Registrant, which is a newly
created registered investment company, in exchange for Class I Common Shares of the Registrant. The Registrant proposes to rely on the
GuideStone letter because the Predecessor Fund and the Registrant may be deemed to be affiliates of each other because they may
be deemed to be under the common control of Nuveen Asset Management, LLC (“Nuveen Asset Management”). Nuveen Asset Management
is investment adviser of the Predecessor Fund and the proposed subadviser of the Registrant, who will be responsible for investing the
Registrant’s Managed Assets, and is a subsidiary of the Registrant’s proposed investment adviser, Nuveen Fund Advisors, LLC.
In addition, the Predecessor Fund has investment policies, an investment objective, guidelines and restrictions that are, in all material
respects, equivalent to those of the Registrant. The Registrant is also proposed to have the same portfolio managers as the Predecessor
Fund.

Finally, it was not proposed that the
Predecessor Fund itself register as an investment company because the Predecessor Fund’s form of organization is not suitable for
operation as a registered investment company.

COVER PAGE

 6. Comment: The cover page includes disclosure that the Fund 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.

Response: The Registrant
will revise the disclosure on its Cover Page as follows:

 1 While this differs from the subsection relied upon by the Unregistered Funds in the GuideStone
letter, the GuideStone letter specifically states that “[o]ur position in this letter is not limited to Non-Specified Entities
that, like the Unregistered Funds, are not registered with the Commission as investment companies in reliance on the exclusion from the
definition of investment company in section 3(c)(14) of the 1940 Act.” See GuideStone at note 15.

    Mr. Matthew S. Willaims
 December 3, 2024
 Page 4

Repurchase Offers. In order
to provide liquidity to Common Shareholders, the Fund has adopted a fundamental investment policy to make quarterly offers to repurchase
between 5% and 25% of its outstanding Common Shares at net asset value, reduced by any applicable repurchase fee. Subject to applicable
law and approval of the Fund’s Board of Trustees, for each quarterly repurchase offer, the Fund currently expects to offer to repurchase
[_]% of the Fund’s outstanding Common Shares at net asset value. If the value of Common Shares tendered for repurchase exceeds the
value the Fund intended to repurchase, the Fund may determine to repurchase less than the full number of Common Shares tendered. In such
event, Common Shareholders will have their Common Shares repurchased on a pro rata basis, and tendering shareholders will not have all
of their tendered Common Shares repurchased by the Fund. The repurchase pricing date will occur no later than the 14th day after the repurchase
request deadline (or the next business day, if the 14th day is not a business day). The Fund expects to distribute payment to Common Shareholders
between one and three (3) business days after the repurchase pricing date and will distribute such payment no later than seven (7) calendar
days after such date. The repurchase request deadline will generally be the same date as the repurchase pricing date. The Fund expects
the first repurchase request deadline to occur no later than six months after the initial effective date of this registration statement.
See “Periodic Repurchase Offers” and “Risks—Fund Level Risks—Repurchase Offers Risk.”

 7. Comment: The cover page discloses that a substantial portion of the Fund’s assets
generally will be invested in securities rated below investment grade. Please briefly note here the types of investments in which those
assets are generally held (e.g., CLOs and other securitized instruments), and disclose that 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.

Response: The Registrant
will revise the disclosure as follows:

A substantial portion of the Fund’s
assets generally will be invested in securities (e.g., CLOs) rated below investment grade or, if unrated, deemed by the Fund’s
portfolio managers to be of comparable quality. Below investment-grade securities are commonly referred to as “high yield”
securities or “junk” bonds. Below investment-grade securities may be difficult to value and may be illiquid. Accordingly,
investing in below investment-grade securities creates special risks for holders of Common Shares (“Common Shareholders”).
See “Special Risk Considerations—Fund Level Risks—Collateralized Loan Obligations (“CLOs”) Risk” and
“—Below Investment Grade Risk.” The Fund invests both in securities issued by U.S. and non-U.S. companies that
are traded over-the-counter or listed on an exchange.

    Mr. Matthew S. Willaims
 December 3, 2024
 Page 5

 8. Comment: 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 experience a total return on your net investment of [__]% in order to recover these expenses.” To enhance investor
comprehension, please move this disclosure to the bullet points under the paragraph titled “Investor Suitability” on the cover
page and place it in bold text.

Response: The Registrant
will move and revise the disclosure as requested.

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

 ● The Fund may pay distributions in significant part from sources that may not be available in the future
and that are unrelated to the Fund’s performance, such as from offering proceeds, borrowings, and amounts from the Fund’s
affiliates that are subject to repayment by investors.

Response: The Registrant
has reviewed the proposed bullet point and determined that it is not applicable to the Fund, as none of the stated sources would be used
to pay distributions.

 10. Comment: Please review Item 2(3) and, if applicable, include the disclosure required by
Rule 481(e) regarding prospectus delivery obligations.

Response: The Registrant
has reviewed Item 2(3) of Form N-2 and Rule 481(e) under the Securities Act and has added the following disclosure to the back cover of
the Prospectus:

All dealers that effect transactions
in Common Shares, whether or not participating in this offering, may be required to deliver a Prospectus.

PROSPECTUS

Prospectus Summary – page 1

The Offering (p. 1)

 11. Comment: The fourth paragraph includes the following disclosure: “For additional information
regarding Class I Common Shares please see “Plan of Distribution—Share Classes” in this prospectus.” To enhance
investor comprehension, please consider moving this disclosure to the first paragraph of this subsection, to consolidate it with other
disclosure about Class I Common Shares.

Response: The Registrant
will revise the disclosure as requested.

    Mr. Matthew S. Willaims
 December 3, 2024
 Page 6

Portfolio Contents (p. 2)

 12. Comment: We note that the Fund may have principal investments 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 amount 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 concisely addressed in the prospectus. See also IM Accounting and Disclosure Information 2020-11, Registered Funds’
Risk Disclosure Regarding Investments in Emerging Markets.

Response: The Registrant
will revise the relevant disclosure as follows:

Nuveen Fund Advisors offers advisory
and investment management services to a broad range of investment company clients. Nuveen Fund Advisors has overall responsibility for
management of the Fund, oversees the management of the Fund’s portfolio, manages the Fund’s business affairs and provides
certain clerical, bookkeeping and other administrative services. Nuveen Fund Advisors is located at 333 West Wacker Drive, Chicago, Illinois
60606. Nuveen Fund Advisors is an indirect subsidiary of Nuveen, the investment management arm of Teachers Insurance and Annuity Association
of America (“TIAA”). TIAA is a life insurance company founded in 1918 by the Carnegie Foundation for the Advancement of Teaching
and is the companion organization of College Retirement Equities Fund. As of [___], 2024, Nuveen LLC (“Nuveen”) managed approximately
[___] trillion in assets, of which approximately [___] billion was managed by Nuveen Fund Advisors. Nuveen Fund Advisors and its affiliates
have diverse expertise across many asset classes and geographies.

In addition, the Registrant confirms
that it does not currently intend to invest 10% or more of its assets in foreign securities that are not publicly traded in the United
States and, therefore, the anticipated level of such foreign investments is below the threshold noted in Guide 9 of Form N-2. Accordingly,
the Registrant confirms that the disclosure included in foreign securities risk is appropriate as drafted.

 13. Comment: Covenant-lite loans are identified as principal investments of the Fund. Please
revise the principal investment strategy to clarify whether the Fund will invest in such loans directly or will invest in them indirectly
through its investments in CLOs, or both.

Response: The Registrant
refers the staff to the existing disclosure under the section of the Prospectus entitled, “Portfolio Contents—Loans,”
which states