SecProbe.io

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

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 13, 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 comments you provided via telephone on September 6, 2024, regarding the shelf offering registration statement on Form N-2 (the "Registration Statement"), filed on July 26, 2024, with respect to the Nuveen S&P 500 Dynamic Overwrite 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

 Prospectus Summary

 Investment Objectives and Policies (page 1)

 1.
 Comment : We note that the disclosure incorporates by reference a section of the Fund's most recent annual report. When incorporating by reference here and throughout the Registration Statement, please include a hyperlink to the relevant document and section as required by the FAST Act.

 Response : The Registrant will ensure that information incorporated by reference is properly hyperlinked.

 Pennsylvania • New Jersey • Delaware • DC • New York • Illinois • California

 A Pennsylvania Limited Liability Partnership

 Christopher R. Bellacicco March 13, 2025 Page 2

 Summary of Fund Expenses – page 6

 2.
 Comment : Please confirm how costs associated with any offering expenses are being reflected in the fee table, which is incorporated by reference from the annual report.

 Response : The Registrant notes that any costs associated with a particular offering will be reflected in the fee table included in the prospectus supplement corresponding to such offering.

 Trading and Net Asset Value Information – page 6

 3.
 Comment : The disclosure incorporates by reference to the annual report for the trading and net asset value information. However, Item 8.5.b of Form N-2 requires disclosure for each full quarterly period within the two most recent fiscal years and each full fiscal quarter since the beginning of the current fiscal year. As a result, please disclose the quarterly information that is not captured in the disclosure that is incorporated by reference.

 Response : The Registrant will disclose the required information.

 STATEMENT OF ADDITIONAL INFORMATION

 Investment Adviser, Sub-Adviser and Portfolio Managers

 Portfolio Managers (pages 36-39)

 4.
 Comment : In the table included under "Other Accounts Managed," there is an asterisk next to the column heading, "Assets," but no corresponding footnote. Please remove the asterisk or add the missing footnote.

 Response : The Registrant will add the missing footnote.

 5.
 Comment : In the table included under "Fund shares owned by the Portfolio Managers," information is provided as of December 31, 2023. Because Nazar Romanyak is a new portfolio manager, please provide his information as of the most recent practicable date, per Instruction 1 to Item 21.3 of Form N-2.

 Response : The Registrant will revise the information as of a more recent date.

 Code of Ethics (page 39)

 6.
 Comment : The disclosure includes a reference to "Nuveen Securities," but that term is not defined. Please revise the disclosure to define that term.

 Response : The Registrant will revise the disclosure as requested.

 Christopher R. Bellacicco March 13, 2025 Page 3

 7.
 Comment : Please note the following comments with respect to information incorporated by reference to the annual report:

 a.
 On page 93 of the annual report, under the section entitled, "Shareholder Update – Current Investment Objectives, Investment Policies and Principal Risks of the Funds – Investment Policies," the disclosure recites the Fund's concentration policy to not concentrate except to the extent that the S&P 500 Index is concentrated. The policy then says, "unless the Fund would need to avoid concentration in order to implement its investment strategy as it relates to avoiding the adverse tax treatment associated with straddle positions." Past staff statements have noted that freedom of action to concentrate pursuant to management's investment decision has been considered by the staff to be prohibited by Section 8, subsection (b)(1) of the 1940 Act (see Statements of Investment Policies of Money Market Funds Relating to Industry Concentration, Investment Company Act. Release No. 9011, dated Oct. 30, 1975). Any conditions outlining circumstances under which any changes between concentration and non-concentration would be made must be based on stated objective standards that are not within the control of the Fund or its affiliates. Please supplementally explain how the final clause of the Fund's investment concentration policy does not preserve freedom of action to concentrate.

 b.
 With respect to the fee table included on page 109 of the annual report, under the section entitled, "Summary of Fund Expenses," please note that "Acquired Fund Fees and Expenses" should appear directly above the sub-caption titled "Total Annual Expenses." See Item 10.A of Form N-2. Please revise this in future reports.

 Response : The Registrant has filed its most recent annual report, which (a) removes the referenced concentration disclosure with respect to the Fund and (b) removes the line item for "Acquired Fund Fees and Expenses," as such expenses are no longer required to be disclosed.

 * * * * * *

 Christopher R. Bellacicco March 13, 2025 Page 4

 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

CORRESP
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CORRESP

 [CHAPMAN AND CUTLER LLP LETTERHEAD]

 May 9, 2023

 VIA
EDGAR CORRESPONDENCE

 Megan F. Miller

United States Securities and Exchange Commission

100 F Street, N.E.

 Washington,
D.C. 20549

 Re:       SOX Review for Nuveen Fund Advisors,
LLC

 (File numbers listed in Exhibit
A)

Dear Ms. Miller:

This letter responds to comments provided by the staff of the Securities and Exchange Commission (the
“Staff”) via telephone, pursuant to Section 408 of the Sarbanes-Oxley Act of 2002, regarding the funds advised by Nuveen Fund Advisors, LLC (the “Adviser”) listed in Exhibit A attached hereto (each, a
“Fund” and collectively, the “Funds”). Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to them in the Funds’ Annual Reports for their respective fiscal years (each, an
“Annual Report” and collectively, the “Annual Reports”) as filed on Form N-CSR with the Staff.

COMMENT 1

With regard to the Trustees’ fees for the Nuveen Municipal Bond Funds (i.e., California, Massachusetts, New Jersey
and New York) of the Nuveen Multistate Trust II, please explain why the amounts that are shown as the liability on the balance sheet are in excess of what was accrued for the current year on the Statement of Operations. Please include the frequency
of payments to Trustees in the Adviser’s response.

 RESPONSE TO COMMENT 1

The liability for Trustees fees on the Statement of Assets and Liabilities for the Funds also include deferred compensation
amounts that have not yet been paid to Trustees, while the accrued expenses on the Statement of Operations only include those expenses incurred during the reporting period. The liabilities will not be relieved until payment has been made to the
Trustees. The Funds make cash payments to the Trustees quarterly, while the deferred compensation payments are dependent on the elections of the individual Trustees.

 COMMENT 2

The Staff notes that certain of the Funds have a monthly distribution policy or practice of maintaining a specified level of
distribution and paid a return of capital. On a prospective basis, please include a discussion of these events to which the Funds’ distribution policy resulted in distributions of capital or impacted its investment strategies and/or net asset
value (see Instruction 4(g)(3) to Item 24 of Form N-2 and Item 27 to Form N-1A).

RESPONSE TO COMMENT 2

On a prospective basis, disclosure will be added to the Common Share Information section of the reports for those Funds that
have a policy of maintaining a specified level of distribution. The following are two examples of how such disclosure will appear in the reports, where applicable:

Example 1: Distribution Program

The [each] Fund makes regular cash distributions to shareholders of a stated dollar amount per share. Subject to approval and
oversight by the Board of Trustees, the [each] Fund seeks to provide a stable, but not guaranteed, cash flow, independent of the amount of income earned or capital gains realized by the fund. The practice of maintaining a stable distribution level
had no material effect on the [each] Fund’s investment strategy during the most recent fiscal year and is not expected to have such an effect in future periods, however, distributions in excess of Fund returns will cause its NAV per share to
erode. For additional information, refer to the distribution information section below and in the Notes to Financial Statements herein.

Example 2: Distribution Program

The [each] Fund makes regular cash distributions to shareholders of a stated dollar amount per share. Subject to approval and
oversight by the Board of Trustees, the [each] Fund seeks to maintain a stable distribution level designed to deliver the long-term return potential of the [each] Fund’s investment strategy through regular distributions (a “Managed
Distribution Program”). The practice of maintaining a stable distribution level had no material effect on the [each] Fund’s investment strategy during the most recent fiscal year and is not expected to have such an effect in future
periods, however, distributions in excess of Fund returns will cause its NAV per share to erode. For additional information, refer to the distribution information section below and in the Notes to Financial Statements herein.

* * * * * * * *

 2

 Please call me at (312) 845-3484 if you have any questions or issues
you would like to discuss regarding these matters.

Sincerely yours,

CHAPMAN AND CUTLER LLP

By:

   /s/ Morrison C. Warren

Morrison C. Warren

 3

 EXHIBIT A

File #

Registrant Name

 FYE

Reviewed

811-06385

NUVEEN OHIO QUALITY MUNICIPAL INCOME FUND

2/28/2022

811-06265

NUVEEN PENNSYLVANIA QUALITY MUNICIPAL INCOME FUND

2/28/2022

811-06623

NUVEEN CALIFORNIA SELECT TAX FREE INCOME PORTFOLIO

3/31/2022

811-22003

Nuveen Core Equity Alpha Fund

12/31/2022

811-09135

NUVEEN NEW YORK QUALITY MUNICIPAL INCOME FUND

2/28/2022

811-22971

Nuveen NASDAQ 100 Dynamic Overwrite Fund

12/31/2022

811-09161

Nuveen California Quality Municipal Income Fund

2/28/2022

811-21212

NUVEEN CALIFORNIA AMT-FREE QUALITY MUNICIPAL INCOME FUND

2/28/2022

811-06548

NUVEEN SELECT TAX FREE INCOME PORTFOLIO

3/31/2022

811-09455

NUVEEN NEW JERSEY QUALITY MUNICIPAL INCOME FUND

2/28/2022

811-05235

NUVEEN CALIFORNIA MUNICIPAL VALUE FUND

2/28/2022

811-21211

NUVEEN NEW YORK AMT-FREE QUALITY MUNICIPAL INCOME FUND

2/28/2022

811-07278

NUVEEN ARIZONA QUALITY MUNICIPAL INCOME FUND

2/28/2022

811-07056

NUVEEN SELECT MATURITIES MUNICIPAL FUND

3/31/2022

811-21809

Nuveen S&P 500 Dynamic Overwrite Fund

12/31/2022

811-22329

Nuveen Mortgage & Income Fund/MA/

12/31/2022

811-10491

NUVEEN REAL ESTATE INCOME FUND

12/31/2022

811-22988

Nuveen Global High Income Fund

12/31/2022

811-22658

Nuveen Real Asset Income & Growth Fund

12/31/2022

811-22391

Nuveen Taxable Municipal Income Fund

3/31/2022

811-21619

Nuveen S&P 500 BuyWrite Income Fund

12/31/2022

811-06624

NUVEEN NEW YORK SELECT TAX -FREE INCOME PORTFOLIO

3/31/2022

811-22970

Nuveen Dow 30sm Dynamic Overwrite Fund

12/31/2022

811-05238

NUVEEN NEW YORK MUNICIPAL VALUE FUND

2/28/2022

811-07755

NUVEEN MULTISTATE TRUST II /MA/

2/28/2022

811-07755

NUVEEN MULTISTATE TRUST II /MA/

2/28/2022

811-05309

NUVEEN INVESTMENT FUNDS INC

12/31/2022

811-21979

Nuveen Investment Trust V

12/31/2022

811-05309

NUVEEN INVESTMENT FUNDS INC

12/31/2022

811-05309

NUVEEN INVESTMENT FUNDS INC

12/31/2022

811-07755

NUVEEN MULTISTATE TRUST II /MA/

2/28/2022

811-07755

NUVEEN MULTISTATE TRUST II /MA/

2/28/2022

811-07755

NUVEEN MULTISTATE TRUST II /MA/

2/28/2022

811-07755

NUVEEN MULTISTATE TRUST II /MA/

2/28/2022

811-23627

Nuveen Core Plus Impact Fund

12/31/2022

 4

CORRESP
1
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CORRESP

 Kathleen M. Macpeak

 +1.202.373.6149

kathleen.macpeak@morganlewis.com

 July 13, 2021

Elisabeth Bentzinger

 U.S.
Securities and Exchange Commission

 Division of Investment Management

100 F Street NE

 Washington, DC
20549

Re:
 Nuveen S&P 500 Dynamic Overwrite Fund (the “Fund”)

File Nos. 333-237421 and 811-21809

Dear Ms. Bentzinger:

The purpose of this letter and attached exhibit is to respond to comments relating to the Fund’s initial registration
statement on Form N-2, which was filed on March 27, 2020 for the purpose of registering additional common shares of the Fund. The following summarizes your comments and the Fund’s responses. Unless
otherwise noted, capitalized terms have the same meaning as contained in the Fund’s Prospectus or Form N-2.

1.
 Comment: Please confirm in your response letter that FINRA has reviewed the proposed
underwriting terms and arrangements for the transactions described in the registration statement, including the amount of compensation to be allowed or paid to the underwriters and any other arrangements among the Fund, the underwriters, and other
broker dealers participating in the distribution, and that FINRA has issued a statement expressing no objections to the compensation and other arrangements.

Response: The Fund so confirms.

2.
 Comment: Consistent with the requirements of the FAST Act, please include hyperlinks
for information that is incorporated by reference and available on EDGAR.

Response: The Fund will ensure that such hyperlinks are included.

3.
 Comment: If securities lending constitutes a principal portfolio emphasis of the Fund,
please disclose its use more prominently and add corresponding risk disclosure.

Response: Securities lending is not currently a principal portfolio emphasis. Accordingly, the Fund
respectfully declines to make the requested change.

4.
 Comment: With respect to the portfolio managers who were recently added to the
Fund’s portfolio management team (Jim Campagna, Lei Liao, and Darren Tran), please provide the information required by Items 21.1 and 21.3 as of the most recent practicable date.

Morgan, Lewis & Bockius LLP

 1111 Pennsylvania Avenue, NW

 Washington, DC  20004

 +1.202.739.3000

United States

+1.202.739.3001

 Elisabeth Bentzinger

July 13, 2021

 Page 2

 Response: The information has been provided as of the
most recent practicable date.

5.
 Comment: In the SAI under “Proxy Voting Policies,” please add a reference to
the Fund’s website.

 Response: The Fund will make the requested change.

*************

 If you have any additional
questions or comments, please do not hesitate to contact me at 202.373.6149.

Sincerely yours,

/s/ Kathleen M. Macpeak

Kathleen M. Macpeak

cc:         Mark Winget

CORRESP
1
filename1.htm

Nuveen S&P 500 Dynamic Overwrite Fund

 Kathleen M. Macpeak

 +1.202.373.6149

kathleen.macpeak@morganlewis.com

 July 13, 2021

Elisabeth Bentzinger

 U.S.
Securities and Exchange Commission

 Division of Investment Management

100 F Street NE

 Washington, DC
20549

Re:
 Nuveen S&P 500 Dynamic Overwrite Fund (the “Fund”)

File Nos. 333-237421 and 811-21809

Dear Ms. Bentzinger:

The purpose of this letter and attached exhibit is to respond to comments relating to the Fund’s initial registration
statement on Form N-2, which was filed on March 27, 2020 for the purpose of registering additional common shares of the Fund. The following summarizes your comments and the Fund’s responses. Unless
otherwise noted, capitalized terms have the same meaning as contained in the Fund’s Prospectus or Form N-2.

1.
 Comment: Please confirm in your response letter that FINRA has reviewed the proposed
underwriting terms and arrangements for the transactions described in the registration statement, including the amount of compensation to be allowed or paid to the underwriters and any other arrangements among the Fund, the underwriters, and other
broker dealers participating in the distribution, and that FINRA has issued a statement expressing no objections to the compensation and other arrangements.

Response: The Fund so confirms.

2.
 Comment: Consistent with the requirements of the FAST Act, please include hyperlinks
for information that is incorporated by reference and available on EDGAR.

Response: The Fund will ensure that such hyperlinks are included.

3.
 Comment: If securities lending constitutes a principal portfolio emphasis of the Fund,
please disclose its use more prominently and add corresponding risk disclosure.

Response: Securities lending is not currently a principal portfolio emphasis. Accordingly, the Fund
respectfully declines to make the requested change.

4.
 Comment: With respect to the portfolio managers who were recently added to the
Fund’s portfolio management team (Jim Campagna, Lei Liao, and Darren Tran), please provide the information required by Items 21.1 and 21.3 as of the most recent practicable date.

Morgan, Lewis & Bockius LLP

 1111 Pennsylvania Avenue, NW

 Washington, DC  20004

 +1.202.739.3000

United States

+1.202.739.3001

 Elisabeth Bentzinger

July 13, 2021

 Page 2

 Response: The information has been provided as of the
most recent practicable date.

5.
 Comment: In the SAI under “Proxy Voting Policies,” please add a reference to
the Fund’s website.

 Response: The Fund will make the requested change.

*************

 If you have any additional
questions or comments, please do not hesitate to contact me at 202.373.6149.

Sincerely yours,

/s/ Kathleen M. Macpeak

Kathleen M. Macpeak

cc:         Mark Winget

CORRESP
1
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CORRESP

 April 9, 2021

Ms. Megan Miller

 U.S. Securities and Exchange
Commission

 Division of Investment Management, Disclosure Review & Accounting Office

100 F Street N.E.

 Washington DC 20549

Nuveen Closed-End and Open-End Funds – Sarbanes Oxley Review

Dear Ms. Miller,

 This letter addresses the comments you
provided in a telephone discussion on March 5, 2021, regarding reviews performed by the staff of the U.S. Securities and Exchange Commission (the “SEC Staff”) of certain regulatory filings made by the Nuveen closed-end and
open-end registered investment companies listed on Appendix A attached hereto, (each a “Fund” or “Registrant” and collectively, the “Funds” or “Registrants”), and advised by Nuveen Fund Advisors, LLC (the
“Adviser”). Each comment is shown below followed by management’s response.

1.
 Comment: Please include gains and losses on 17a-7 transactions going forward. Please
refer to the guidance in the January 19, 2016 AICPA expert panel meeting minutes, which provides examples of qualitative and quantitative disclosures for inter-fund transactions (under section 17a-7 of the Investment Company Act of 1940). The
SEC Staff notes Nuveen California Municipal Value Fund, Inc. (NCA) and Nuveen California AMT-Free Quality Municipal Income Fund (NKX) for reference.

Response: Beginning with the Funds’ shareholder reports dated March 31, 2021, the Funds will disclose the realized
gains and losses recognized in connection with 17a-7 transactions. The gain and loss amounts will be added to the Funds’ current disclosure for 17-a transactions, which is within Note 7. Management Fees and Other Transactions with
Affiliates, Other Transactions with Affiliates of the notes to financial statements.

2.
 Comment: Please explain how the Funds met the disclosure requirements for disclosure of
distributable earnings on a tax basis in the notes to financial statements and how it aligns with what is presented in the statement of assets and liabilities as required by Accounting Standards Codification (“ASC”) 946-20-50-11,
Components of Capital and Distributable Earnings, which requires all investment companies to disclose only two components of capital on the balance sheet: shareholder capital and distributable earnings. The components of distributable earnings, on a
tax basis, shall be disclosed in a note to financial statements. This information enables investors to determine the amount of accumulated and undistributed earnings they potentially could receive in the future and on which they could be treated.
The SEC Staff notes the Nuveen California and New York closed-end Funds for reference.

 Response: The
Funds met the requirements of ASC 946-20-50-11 by disclosing the respective components of distributable earnings on a tax basis within Note 6. Income Tax Information of the notes to financial statements. The components of distributable
earnings on a tax basis consist of net unrealized appreciation/(depreciation), undistributed net tax-exempt income, undistributed net ordinary income, undistributed net long-term capital gains, and unused capital loss carry forwards, where
applicable. These amounts align with the distributable earnings on the statement of assets and liabilities after adjusting for the income distribution that

 Page 1 of 11

was declared on February 3, 2020 and paid on March 2, 2020 as disclosed in the footnote under the tax components of undistributed income table, which read as follows in the
February 29, 2020 annual report for the Nuveen California and New York closed-end Funds:

1
 Undistributed net tax-exempt income (on a tax basis) has not been reduced for the dividend declared on
February 3, 2020, and paid on March 2, 2020.

3.
 Comment: For Funds that have liabilities for inverse floaters and preferred shares,
please see ASC 820-10-50-2e or Section 7.9.7 of the 2019 Audit Guide, which requires that for each class of assets and liabilities not measured at fair value in the statement of financial position but for which the fair value is disclosed, a
reporting entity shall disclose the information required by paragraph ASC 820-10-50-2(b), (bbb)(1), and (h).

Response: Beginning with the Funds’ shareholder reports dated March 31, 2021, the following disclosure will be
included within Note 3. Investment Valuation and Fair Value Measurements of the notes to financial statements, and will immediately follow the tables that summarize the fair values of the Funds’ investments as of the end of the reporting
period:

 The Funds hold liabilities in floating rate obligations and preferred shares, where applicable, which are not reflected in the
tables above. The fair values of the Funds’ liabilities for floating rate obligations approximate their liquidation values. Floating rate obligations are generally classified as Level 2 and further described in Note 4. Portfolio Securities
and Investments in Derivatives. The fair values of the Funds’ liabilities for preferred shares approximate their liquidation preference. Preferred shares are generally classified as Level 2 and further described in Note 5. Fund
Shares.

4.
 Comment: The SEC Staff notes that in certain Funds’ notes to financial statements the
Funds may enter into a shortfall agreement for inverse floaters and they also describe certain commitments and contingencies for preferred shares. Please consider adding a separate line item in the statement of assets and liabilities relating to
these commitment and contingencies. Please refer to Regulation S-X (“Reg S-X”) §210.6-04.15.

Response: Beginning with the Funds’ shareholder reports dated March 31, 2021, a “Commitments and
Contingencies” line item will be added to the Funds’ statement of assets and liabilities, where applicable. This line item will also direct the reader to the applicable footnote disclosure within the notes to financial statements, which
will generally read as follows, and will be updated as appropriate:

 Commitments and Contingencies

In the normal course of business, each Fund enters into a variety of agreements that may expose the Fund to some risk of loss. These could
include recourse arrangements for certain TOB Trusts and certain agreements related to preferred shares, which are each described elsewhere in these Notes to Financial Statements. The risk of future loss arising from such agreements, while not
quantifiable, is expected to be remote. As of the end of the reporting period, the Funds did not have any unfunded commitments.

 From
time to time, the Funds may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of the Funds’ rights under contracts. As of the end of the reporting period, the Funds are
not subject to any material legal proceedings.

 Page 2 of 11

5.
 Comment: To the extent a Fund holds positions in both long and short futures contracts,
please break them out into two separate tables. The SEC Staff notes the Nuveen Multi-Market Income Fund (JMM) and Nuveen Strategic Income Fund for reference.

Response: Beginning with the Funds’ regulatory filings dated March 31, 2021, the Funds will include a tabular
disclosure for each of the long and short futures contracts in their portfolios of investments, where applicable.

6.
 Comment: On a go forward basis, please include a reconciliation between the statement of
assets and liabilities and statement of cash flows when the statement of assets and liabilities includes more than one line item for cash or restricted cash equivalents. Please refer to ASC 230-10-50-8, Restrictions on Cash and Cash Equivalents,
which explains when cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents are presented in more than one line item within the statement of financial position, an entity shall, for each period that
a statement of financial position is presented, present on the face of the statement of cash flows or disclose in the notes to the financial statements, the line items and amounts of cash, cash equivalents, and amounts generally described as
restricted cash or restricted cash equivalents reported within the statement of financial position. The amounts, disaggregated by the line item in which they appear within the statement of financial position, shall sum to the total amount of cash,
cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents at the end of the corresponding period shown in the statement of cash flows. This disclosure may be provided in either a narrative or a tabular
format. The SEC Staff notes the Nuveen Multi-Market Income Fund (JMM), Nuveen California High Yield Fund, Nuveen Preferred & Income Opportunities Fund (JPC), Nuveen Preferred and Income Term Fund (JPI), Nuveen Preferred & Income
Securities Fund (JPS) and Nuveen Preferred and Income 2022 Term Fund (JPT) for reference.

 Response:
Beginning with the Funds’ shareholder reports dated March 31, 2021, when cash, cash equivalents, foreign currency, and restricted cash are presented in more than one line item on the statement of assets and liabilities, a Fund will include
a reconciliation of the total in the statement of cash flows to the related captions on the statement of assets and liabilities. The following is an example of how such disclosure will appear using Nuveen Preferred & Income Opportunities
Fund’s (JPC) annual report for the fiscal year ended July 31, 2020:

 The following table provides a reconciliation of cash and
cash collateral at brokers to the statement of assets and liabilities:

JPC

   Cash

$
243,503

   Cash collateral at brokers for investments in futures

439,993

   Cash collateral at brokers for investments in
swaps

16,942,853

   Total cash and cash collateral at
brokers

$
  17,626,349

 Page 3 of 11

7.
 Comment: Please include interest payable with the value of reverse repurchase
agreements on a go forward basis as required by Reg S-X §210.4-08(m)(1). The SEC Staff notes Nuveen Mortgage and Income Fund (JLS), Nuveen Preferred & Income Opportunities Fund (JPC), and Nuveen Build American Bond Fund (NBB) for
reference.

 Response: Beginning with the Funds’ shareholder reports dated March 31, 2021,
the Funds’ reverse repurchase agreements presented on the statement of assets and liabilities will include the accrued interest payable associated with those reverse repurchase agreements. The following is an example using Nuveen
Preferred & Income Opportunities Fund’s (JPC) annual report for the fiscal year ended July 31, 2020:

 Liabilities

 Reverse repurchase agreements, including accrued interest

$
10,063,830

8.
 Comment: For Nuveen Multi-Market Income Fund (JMM), it appears that some of the Fund’s
investments may pay interest based on London Interbank Offered Rate (“LIBOR”). Please explain if the elimination of LIBOR is a principle risk of the Fund and how the discontinuation can impact the value of the Fund’s holdings. If the
discontinuation of LIBOR will impact the Fund, please update the Fund’s disclosure to discuss how this will affect the Fund’s investments. Please refer to the SEC press release dated July 12, 2019, SEC Staff Publishes Statement
Highlighting Risks for Market Participants to Consider As They Transition Away from LIBOR (the “SEC LIBOR Statement”).

Response: Management has determined that the elimination of LIBOR is not a principal risk for Nuveen Multi-Market Income Fund
(JMM), however, management is continuously evaluating the potential effect a discontinuation of LIBOR could have on the Funds’ investments. At this time, management is not anticipating any significant impacts to the Funds’ investments, and
as such, beginning with the Funds’ shareholder reports dated March 31, 2021, the Funds’ will enhance their existing disclosure around LIBOR within Note 2. Significant Accounting Policies of the notes to financial statements as
follows (new disclosure underlined):

 Reference Rate Reform

In March 2020, FASB issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform: Facilitation of the Effects of
Reference Rate Reform on Financial Reporting. The main objective of the new guidance is to provide relief to companies that will be impacted by the expected change in benchmark interest rates, when participating banks will no longer be required to
submit London Interbank Offered Rate (LIBOR) quotes by the UK Financial Conduct Authority (FCA). The new guidance allows companies to, provided the only change to existing contracts are a change to an approved benchmark interest rate, account for
modifications as a continuance of the existing contract without additional analysis. For new and existing contracts, the Funds may elect to apply the amendments as of March 12, 2020 through December 31, 2022. Management has not yet
elected to apply the amendments, is continuously evaluating the potential effect a discontinuation of LIBOR could have on the Funds’ investments and has currently determined that it is unlikely the ASU’s adoption will have a significant
impact on the Funds’ financial statements and various filings,

 Page 4 of 11

9.
 Comment: For Funds with reverse repurchase agreements, please consider adding to the risk
disclosures that a Fund posts and receives securities and cash as collateral with a market value in excess of the repurchase price to be paid or received by a trust upon maturity of the transaction. Upon a bankruptcy or insolvency of a counterparty,
a Fund is considered to be an unsecured creditor with respect to excess collateral and as such the return of excess collateral may be delayed.

Response: Beginning with the Funds’ shareholder reports dated March 31, 2021, the Funds’ disclosure relating to
reverse repurchase agreements that is included within Note 3. Investment Valuation and Fair Value Measurements of the notes to financial statements will be enhanced to read as follows:

The Fund may enter into a reverse repurchase agreement with brokers, dealers, banks or other financial institutions that have been determined
by the Adviser to be creditworthy. In a reverse repurchase agreement, a Fund sells to the counterparty a security that it holds with a contemporaneous agreement to repurchase the same security at an agreed-upon price and date, reflecting the
interest rate effective for the term of the agreement. It may also be viewed as the borrowing of money by the Fund. Cash received in exchange for securities delivered, plus accrued interest payments to be made by the Fund to a counterparty, are
reflected as a liability on the Statement of Assets and Liabilities. Interest payments made by the Fund to counterparties are recognized as a component of “Interest expense and amortization of offering costs” on the Statement of
Operations.

 In a reverse repurchase agreement, the Fund retains the risk of loss associated with the sold security. In order to minimize
risk, the Fund pledges and/or segregates securities and cash as collateral with a fair value at least equal to its purchase obligations under these agreements (including accrued interest). Reverse repurchase agreements also involve the risk that the
purchaser fails to return the securities as agreed upon, files for bankruptcy or becomes insolvent. Upon a bankruptcy or insolvency of a counterparty, the Fund is considered to be an unsecured creditor with respect to excess collateral and as such
the return of excess collateral may be delayed. A Fund will pledge assets determined to be liquid by the Adviser to cover its obligations under reverse repurchase agreements.

10.
 Comment: Please include LIBOR transition risks in the Funds’ Form N-CSR
(“N-CSR”) filings on a go forward basis. The SEC Staff notes that there is nothing about transition risk in the Funds’ current disclosure. Please refer to the SEC LIBOR Statement. The SEC Staff notes Nuveen Senior Income Fund (NSL),
Nuveen Floating Rate Incom

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Nuveen S&P 500 Dynamic Overwrite Fund

 Kathleen M. Macpeak

+1.202.373.6149

 kathleen.macpeak@morganlewis.com

October 26, 2020

 Elisabeth Bentzinger

U.S. Securities and Exchange Commission

 Division of Investment
Management

 100 F Street NE

 Washington, DC 20549

Re:
 Nuveen S&P 500 Dynamic Overwrite Fund (the “Fund”)

File Nos. 333-237421 and 811-21809

Dear Ms. Bentzinger:

 The purpose of this
letter and attached exhibit is to respond to comments relating to the Fund’s initial registration statement on Form N-2, which was filed on March 27, 2020 for the purpose of registering additional
common shares of the Fund. The following summarizes your comments and the Fund’s responses. Unless otherwise noted, capitalized terms have the same meaning as contained in the Fund’s Prospectus or Form
N-2.

 Cover Page

1.
 Comment: In light of the Fund’s use of derivatives, in the second paragraph of the
cover page, please consider adding a cross-reference to Derivatives Risk. See Guide 6 of Form N-2.

Response: The Fund will add a cross-reference to Derivatives Risk at the end of the paragraph entitled “No
Leverage.”

 Prospectus Summary

2.
 Comment: Under “Investment Objectives and Policies” on page 2, please clarify
what is meant by the “economic effect of leverage.”

 Response: The Fund will clarify that
the Fund may enter into certain derivatives transactions that have the economic effect of leverage by creating additional investment exposure.

3.
 Comment: Under “Derivatives Risk,” please briefly summarize the leverage risks
associated with the Fund’s use of derivatives.

 Response: The Fund will add the requested
disclosure.

4.
 Comment: Please consider whether the disclosure regarding
COVID-19 under “Recent Market Conditions” warrants updating in light of developments since the date of the N-2 filing.

 Elisabeth Bentzinger

October 26, 2020

 Page 2

Response: The Fund will update the disclosure as requested.

5.
 Comment: Under “Portfolio Composition and Other Information,” on page 27, please
add a discussion of forward contracts.

 Response: The Fund will add the requested disclosure.

6.
 Comment: Under “Derivatives Risk,” please add disclosure regarding the risks
associated with the use of futures contracts and forward contracts.

 Response: The Fund will add
the requested disclosure.

 STATEMENT OF ADDITIONAL INFORMATION

7.
 Comment: Under “Investment Restrictions,” please clarify what is meant by a
“majority of the outstanding common stock.”

 Response: The Fund will add the requested
disclosure.

8.
 Comment: Consistent with the requirements of the FAST Act, please include hyperlinks for
information that is incorporated by reference and available on EDGAR.

 Response: The Fund will make
the requested change.

 *************

 If you
have any additional questions or comments, please do not hesitate to contact me at 202.373.6149.

 Sincerely yours,

/s/ Kathleen M. Macpeak

 Kathleen M. Macpeak

cc:
 Gifford Zimmerman

Mark Winget

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1
filename1.htm

Nuveen S&P 500 Dynamic Overwrite Fund

 Nuveen Investments

333 West Wacker Drive

 Chicago, IL
60606

 P 312.917.7700

www.nuveen.com

 June 12, 2018

VIA EDGAR

 U.S. Securities and Exchange
Commission

 100 F Street, NE

 Washington, DC 20549

Attn:  Ms. Elisabeth Bentzinger

Re:
 Request for Acceleration of the Effective Date of Nuveen S&P 500 Dynamic Overwrite Fund’s Pre-Effective Amendment No. 1 Under the Securities Act of 1933 and Amendment No. 5 Under the Investment Company Act of 1940 (File Nos.
333-224036 and 811-21809)

 Dear
Ms. Bentzinger:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, we hereby request that the effective date of the
above-captioned Registration Statement be accelerated so that the same will become effective Wednesday, June 13, 2018, or as soon thereafter as practicable.

In connection with this request, Nuveen Securities, LLC, the underwriter for the Fund, has also signed this letter requesting acceleration.

 Very truly yours,

 Nuveen S&P 500 Dynamic Overwrite Fund

 Nuveen Securities, LLC

 /s/ Gifford R. Zimmerman

 /s/ Gifford R. Zimmerman

 By: Gifford R. Zimmerman

 By: Gifford R. Zimmerman

 Title: Vice President and Secretary

 Title: Managing Director

CORRESP
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filename1.htm

Nuveen S&P 500 Dynamic Overwrite Fund

 Kathleen M. Macpeak

+1.202.373.6149

 kathleen.macpeak@morganlewis.com

May 16, 2018

 Elisabeth Bentzinger

Senior Counsel

 Securities and Exchange Commission

Division of Investment Management

 100 F Street, N.E.

Washington, DC 20549

Re:
Nuveen S&P 500 Dynamic Overwrite Fund (the “Registrant” or the “Fund”)

File Nos. 333-224036 and 811-21809

Dear Ms. Bentzinger:

 The purpose of this
letter and attached exhibit is to respond to comments you provided via telephone on April 26, 2018 to the Fund’s initial registration statement on Form N-2, which was filed on March 29, 2018 for
the purpose of registering additional common shares of the Fund. The following summarizes your comments and our responses. Unless otherwise noted, capitalized terms have the same meaning as contained in the Fund’s Prospectus or Form N-2. Any underlined language is to distinguish new language from existing language and is underlined only for this correspondence.

PROSPECTUS

 Cover Page

1.
Comment: Pursuant to Item 1.1.j. of Form N-2, please revise the cross-reference to the “Risk Factors” section of the Prospectus so that it is
printed in bold.

 Response: The Registrant will make the requested change.

2.
Comment: Under “Portfolio Contents,” please disclose the Fund’s policies with respect to its use of derivatives instruments, fixed income securities, and foreign securities.

 Response: The Registrant respectfully declines to add the requested disclosure. The Registrant does not
believe that the extent to which the instruments listed above are

Morgan, Lewis & Bockius LLP

1111 Pennsylvania Avenue, NW

Washington, DC 20004

 +1.202.739.3000

United States

 +1.202.739.3001

 Elisabeth Bentzinger

May 16, 2018

 Page 2

currently used, and the extent to which they are expected to be used in the foreseeable future, warrants disclosure on the cover page. The Registrant notes that the policies are disclosed in the
Prospectus Summary under “Investment Objectives and Policies.”

3.
Comment: With respect to the Fund’s name:

a)
It is the Staff’s position that the use of the term “S&P 500” in the Fund’s name implies that the Fund is an index fund. As this is an actively managed fund, please supplementally explain why the
Fund’s name is not materially misleading to investors.

 Response: The Registrant respectfully
submits that, when read in its totality, the Fund’s name does not imply that the Fund is an index Fund, nor is it materially misleading. Because the term “S&P 500” is not followed by the term “Index” and is instead
followed by the term “Dynamic Overwrite,” the Fund’s name does not imply that the Fund seeks to track the performance of the S&P 500; instead, when read in its totality, the Fund’s name clearly indicates to investors that the
Fund employs an actively-managed dynamic overwrite strategy connected to the S&P 500. Moreover, the Registrant believes that the use of the term “S&P 500” is not materially misleading because it makes clear the expected performance
profile of the Fund’s underlying equity portfolio (i.e., that the Fund invests in an equity portfolio that seeks to substantially replicate the price movements of the S&P 500). The Registrant notes the existence of other actively
managed funds that include the term S&P 500 in their names. See, e.g., Invesco S&P 500® Downside Hedged ETF (formerly, PowerShares S&P 500® Downside Hedged ETF).

 Notwithstanding the foregoing, for additional clarity and for
the avoidance of doubt, the Registrant will add the following disclosure to the “Special Risk Considerations” section in the Prospectus Summary and “Risks” section in the Prospectus:

Not an Index Fund.    The Fund is not, nor is it intended to be, an index fund. As a result, the performance of the
Fund will differ from the performance of the S&P 500 as a whole for various reasons, including the fact that the Fund will write call options on a portion of the Equity Portfolio and the weightings of the securities included in the Equity
Portfolio may be different than the weightings of the common stocks in the S&P 500. The Fund, by writing call options on the Equity Portfolio, will give up the opportunity to benefit from potential increases in the value of the Equity Portfolio
above the exercise prices of the options, but will continue to bear the risk of declines in the value of the Equity Portfolio.

b)
Please also explain how the Fund intends to comply with Rule 35d-1 under the 1940 Act, which requires a fund to adopt a policy to invest at least 80% of its net assets, plus the
amount of any borrowings for investment purposes, in the type of investment suggested by its name.

Response: The Fund has adopted a policy to invest at least 80% of its net assets, plus the amount of any borrowings for
investment purposes, in a diversified equity portfolio

 Elisabeth Bentzinger

May 16, 2018

 Page 3

that seeks to substantially replicate price movements of the S&P 500. In order to avoid being subject to the “straddle rules” under federal income tax law, however, the Fund is
required to maintain an overlap of less than 70% between the stocks held in the equity portfolio and the stocks comprising the S&P 500. The Registrant nonetheless believes that its 80% policy is consistent with the requirements of Rule 35d-1 because it requires the Fund to invest in securities comprising the S&P 500 or securities that have economic characteristics that are similar to those securities comprising the S&P 500.

c)
The Fund’s investment objective to seek attractive total return with less volatility than the S&P 500 is considered fundamental, yet the Fund’s strategy of using the S&P 500 as the relevant benchmark
for the Equity Portfolio and Option Strategy is not considered fundamental. Explain supplementally how the Fund can change its benchmark while still meeting its investment objective.

Response: The Registrant believes it would still be able to meet its investment objective of seeking attractive total
return with less volatility than the S&P 500 if it replaces the S&P 500 with a benchmark index that has similar, but somewhat different, characteristics, such as an index that seeks to closely emulate the S&P 500 with less volatility.

4.
Comment: Please clarify whether the Fund seeks to track the price return or total return performance of the S&P 500.

Response: The Fund’s equity portfolio seeks to track the total return performance of the S&P 500. Combined with
the option strategy, the Fund seeks attractive total return with less volatility than the S&P 500. Disclosure to this effect will be added to the Prospectus.

Prospectus Summary – Investment Objectives and Policies, pages 1-3

5.
Comment: Please consider relocating the S&P 500 disclaimer language to a later section of the Prospectus.

Response: The Registrant will make the requested change.

6.
Comment: Please explain what is meant by the terms overwrite (i.e., a strategy to buy stocks and sell call options) and overwrite level.

Response: The Registrant will make the following changes:

The Fund employs a dynamic option “overwrite” strategy whereby the Fund’s
sub-adviser sells (writes) call options on a varying percentage of the market value of the Fund’s Equity Portfolio based on its market outlook (the “Option Strategy”). Pursuant to this
Option Strategy, under normal market circumstances, the Fund sells (writes) index call options, call options on custom baskets of

 Elisabeth Bentzinger

May 16, 2018

 Page 4

securities, and covered call options on individual securities. The Fund targets an overwrite level (i.e., the ratio of the notional value of call options sold by the Fund
to the market value of the Fund’s Equity Portfolio) of 55% of the value of its Equity Portfolio over time, and the overwrite level will vary, based on market conditions, between 35% to 75% of the value of the Equity Portfolio. In addition
to a primary emphasis on writing call options to reduce downside risk and volatility of the Equity Portfolio, the Options Strategy as a secondary emphasis seeks additional return opportunities by capitalizing on inefficiencies in the options
market through a variety of means including the use of call spreads and selling put options.

7.
Comment: The Staff notes that the Fund maintains a “primary emphasis on writing call options to reduce downside risk and volatility of the Equity Portfolio.” Please define the term
“volatility” and add risk disclosure relating to this aspect of the Fund’s strategy.

Response: The Registrant will add disclosure explaining that volatility is measured by the annualized standard deviation
of daily returns for the S&P 500. Further, the Registrant will add disclosure stating that (i) the strategy may not protect against market declines; (ii) the strategy may limit the Fund’s participation in market gains,
particularly during periods when market values are increasing and volatility is high; (iii) the strategy may increase the Fund’s portfolio transaction costs, which could result in losses or reduce gains; and (iv) the strategy may not
be successful.

8.
Comment: In the sixth paragraph, please explain the term “effective leverage” and state whether it includes assets attributable to derivatives transactions.

Response: The Registrant will make the following changes:

“Managed Assets” means the total assets of the Fund, minus the sum of its accrued liabilities (other than Fund liabilities incurred
for the express purpose of creating leverage). Total assets for this purpose shall include assets attributable to the Fund’s use of effective leverage (whether or not those assets are reflected in the Fund’s
financial statements for purposes of U.S. generally accepted accounting principles)., and derivatives will be valued at their market value. As a non-fundamental policy, the Fund will not
leverage its capital structure by issuing senior securities such as preferred shares or debt instruments, but may invest in derivatives that have the economic effect of leverage.

Prospectus Summary – Use of Leverage, page 3

9.
Comment: If applicable, please add disclosure stating that the Fund pays NFALLC a management fee that is based on Managed Assets, which include the proceeds realized from the Fund’s use of
leverage, NFALLC may have a conflict of interest in determining whether to increase the Fund’s use of leverage.

 Elisabeth Bentzinger

May 16, 2018

 Page 5

 Response: As a non-fundamental
policy, the Fund does not leverage its capital structure by issuing senior securities such as preferred shares or debt instruments. Furthermore, with respect to the Fund’s derivatives positions, management fees payable on such positions are
calculated on the basis of their market value, not their notional value. As such, there is no incentive for NFALLC to increase its management fee by increasing the Fund’s use of leverage. Accordingly, the disclosure is inapplicable and the
Registrant respectfully declines to add it to the Prospectus.

 Prospectus Summary – Distributions, pages 5 - 7

10.
Comment: The Staff noted the following disclosure (emphasis added):

 The
Fund will seek to establish a distribution rate that roughly corresponds to NFALLC’s projections of the total return that could reasonably be expected to be generated by the Fund over an extended period of time, although the distribution
rate will not be solely dependent on the amount of income earned or capital gains realized by the Fund.

 Please confirm the underlined
disclosure is consistent with condition 6(c)(i) of In the Matter of Nuveen Real Estate Income Fund and Nuveen Fund Advisors, LLC, Investment Company Act Release Nos. 30883 (Jan. 16, 2014) (Notice) and 30913 (Feb. 11, 2014) (the
“Order”).

 Response: The Registrant so confirms.

Prospectus Summary – Special Risk Considerations, pages 7-11

11.
Comment: Please add management risk disclosure to address the risk that the Adviser may err in its methodologies and strategies, for example, in seeking to replicate the price movements of the
S&P 500 Index.

 Response: The Registrant will add the requested disclosure.

12.
Comment: Please add risk disclosure relating to the Fund’s use of fixed income instruments, including interest rate risk and credit risk.

Response: Although the Fund has a policy allowing it to invest up to 10% of its Managed Assets in short-term, high quality
fixed-income securities, the Fund does not expect to invest in such instruments on a sufficiently frequent basis to warrant the addition of disclosures regarding interest rate risk and credit risk to the Prospectus Summary. The Registrant notes that
the following disclosure is already included in the “Risks” section of the Prospectus:

 Elisabeth Bentzinger

May 16, 2018

 Page 6

 Debt Securities Risk

The Fund’s investments in debt securities are generally subject to issuer credit risk and interest rate risks. Issuers of debt
instruments in which the Fund may invest may default on their obligations to pay principal or interest when due. This non-payment would result in a reduction of income to the Fund, a reduction in the value of
a debt instrument experiencing non-payment and, potentially, a decrease in the net asset value of the Fund. To the extent that the credit rating assigned to a security in the Fund’s portfolio is
downgraded, the market price and liquidity of such security may be adversely affected. Interest rate risk is the risk that fixed-rate debt instruments will decline in value because of changes in market interest rates. When market interest rates
rise, the market value of such instruments generally will fall.

13.
Comment: Under Option Strategy Risks, please add risk disclosure regarding call spreads and put options.

Response: The Registrant will add the requested disclosure.

14.
Comment: Please reconcile the types of derivatives instruments listed under “Derivatives Risk, Including the Risk of Swaps” with those listed under “Investment Objectives and
Policies.”

 Response: The Registrant will make the requested change.

Summary of Fund Expenses, pages 13 - 14

15.
Comment: Please supplementally inform the Staff how offering costs related to this offering will be accounted for in the books and records of the Fund. Please include appropriate US GAAP
citations supporting the accounting treatment.

 Response: The Registrant is following the guidance per
Section 8.31 of the May 2016 AICPA Audit & Accounting Guide – Investment Companies which refers to “Costs Incurred in Shelf Registration” (AICPA, Technical Questions and Answers) Section 4110.10, which reads as
follows:

 Some closed-end funds and business development companies offer stock through shelf
registration statements. According to Q&A section 4110.10, “Costs Incurred in Shelf Registration” (AICPA, Technical Questions and Answers), legal and other fees incurred for a stock issue under a shelf registration should be
capitalized as a prepaid expense. When securities are taken off the shelf and sold, a portion of the costs attributable to the securities sold should be charged against
paid-in-capital. Any subsequent costs incurred to keep the filing “alive” should be charged to expense as incurred. If the filing is withdrawn, the related
capitalized costs should be charged to expense.

 As such, the costs incurred with registering shares are capitalized as a deferred asset
and charged against paid-in-capital on a pro-rata basis as shares are sold. Any remaining

 Elisabeth Bentzinger

May 16, 2018

 Page 7

deferred asset balance associated with “unsold shares” is expensed at the end of the program period (one year from the effective date of the filing). Costs incurred in filing Form 486B,
if necessary, are expensed.

 The Fund’s Investments – Investment Objectives and Policies – pages 18 - 20

16.
Comment: The Staff noted the following disclosure:

 Under normal
circumstances, the Fund will invest its Managed Assets in

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Nuveen Investments

 July 21, 2015

Mr. Jason P. Fox

 U.S. Securities and Exchange
Commission

 Division of Investment Management, Insured Investments Office

100 F Street N.E.

 Washington DC 20549

Re: Nuveen Closed-End and Open-End Funds - Sarbanes Oxley Review

Dear Mr. Fox:

 This letter addresses the
comments you provided in a telephone discussion on June 18, 2015, regarding reviews performed by the staff of the U.S. Securities and Exchange Commission (the “SEC Staff”) of certain regulatory filings made by closed-end and
open-end registered investment companies (“funds”) advised by Nuveen Fund Advisors, LLC (“NFAL”). Each comment is shown below followed by our response. Unless otherwise noted, the responses relate to all funds listed on Appendix
A attached hereto.

1)
 Comment: For the Nuveen Dividend Value Fund, the shareholder report cover has the incorrect ticker symbol for Class R6 Shares. The
ticker symbol is currently FFEIX and should be FFEFX. Please correct in future filings.

Response: We agree with the SEC Staff’s comment and corrected the Fund’s ticker symbol effective with the
Fund’s April 30, 2015 semi-annual report.

2)
 Comment: For those funds that invested significantly in derivatives during their fiscal year, management’s discussion of fund
performance (“MDFP”) should discuss how the derivatives affected fund performance.

Response: As we indicated to you on our recent call, we received a similar comment during the SEC Staff’s last
review in 2012, at which time we responded that we had expanded our disclosure in the MDFPs to include how a fund’s use of derivatives impacted performance during the reporting period if the fund used derivatives as a form of leverage and/or if
the fund’s use of derivatives had a material impact on its performance. Examples of the funds’ most recent derivatives disclosures are as follows:

April 30, 2015 annual report for Nuveen Short Duration High Yield Municipal Bond Fund

“We owned interest rate swaps to modestly reduce the portfolio’s duration. By relying on hedges to manage
sensitivity to changes in rates, we were able to be more deliberate about the securities we chose to own in the Fund. As expected in light of the overall drop in interest rates, however, these swaps hurt the Fund’s performance in absolute
terms.”

 March 31, 2015 annual report for Nuveen Build America Bond Fund (NBB) and Nuveen Build America
Bond Opportunity Fund (NBD)

 “However, because NBB and NBD also were using swaps to shorten long term interest
rates at a time when rates were falling, the use of swaps had a negative impact on the Funds’ total return performance for the reporting period. This impact was greater in NBD, which made greater use of derivatives.”

March 31, 2015 semi-annual report for Nuveen Tactical Market Opportunities Fund

“Throughout the reporting period, we continued to use equity, interest rate and currency futures contracts, which were
used to manage country and style exposures as well as implement various absolute return, tactical market and hedging strategies in the Fund. We also utilized equity put and call options to generate returns and manage the Fund. These put and call
options were used to implement views on the direction of implied market volatility as well as hedge against a decline or increase in the market, respectively. Overall, these derivative positions were meaningful contributors to performance during the
reporting period.”

 Page 1 of 8

 February 28, 2015 semi-annual report for Nuveen Strategy Balanced
Allocation Fund

 “Throughout the reporting period, we also tactically used equity and fixed income futures to
adjust the Fund’s mix. Due to generally higher equity prices and fluctuating interest rates, the futures contracts had a moderately negative impact on performance as gains in large- and mid-cap futures were offset by small-cap short futures
losses.”

 January 31, 2015 semi-annual report for Nuveen Senior Income Fund (NSL), Nuveen Floating Rate
Income Fund (JFR), Nuveen Floating Rate Income Opportunity Fund (JRO), Nuveen Short Duration Credit Opportunities Fund (JSD) and Nuveen Credit Strategies Income Fund (JQC)

“The Funds also used interest rate swap contracts to partially fix the interest cost of leverage, which as mentioned
previously, is through bank borrowings and/or VRTP Shares. During the reporting period, NSL, JFR, JRO and JQC unwound their respective swap contracts. JSD began the reporting period with three swap contracts, one of which matured and another was
unwound prior to the end of the reporting period. The swap contracts held by NSL, JFR, JRO and JQC had an overall negligible impact on Fund performance, while JSD’s swap contracts detracted modestly from overall Fund performance.”

December 31, 2014 semi-annual report for Nuveen Global Total Return Bond Fund

“During the reporting period, we also continued to utilize various derivative instruments. We used foreign currency
exchange contracts to gain exposure to selected foreign currencies, as well as in some cases to hedge the currency risk present in a foreign bond. The overall effect of these contracts was positive as the majority of the positions were used for
hedging purposes during the reporting period as the U.S. dollar rallied. These derivative exposures are integrated with the overall portfolio construction and as such losses and gains may be naturally related to and/or may offset impacts elsewhere
in the portfolio. We used U.S. Treasury futures and Eurodollar futures as part of an overall portfolio construction strategy to manage portfolio duration and yield curve exposure; used selected foreign bond futures to actively manage exposure to
those markets. The effect of these activities in the period was negative. These derivative exposures are integrated with the overall portfolio construction and as such losses and gains may be naturally related to and/or may offset impacts elsewhere
in the portfolio. We used interest rate swaps as part of an overall portfolio construction strategy to manage duration and overall portfolio yield curve exposure. The swap positions detracted slightly from performance during the period. In addition,
we entered into High Yield CDX swaps as a way to take on credit risk and earn a commensurate credit spread. The effect of these activities on performance was negligible during the period, as the positions were minimal. These derivative exposures are
integrated with the overall portfolio construction and as such losses and gains may be naturally related to and/or may offset impacts elsewhere in the portfolio.”

Management continuously monitors disclosures regarding the funds’ uses of derivatives, striving to provide what we
believe to be the best explanation to readers of the funds’ financial statements.

3)
 Comment: The portfolio of investments included within the shareholder reports for several open-end funds disclose a money market
fund holding in Mount Vernon Securities Lending Trust Prime Portfolio (“Mount Vernon”). When recalculating the net asset value (“NAV”) per share of Mount Vernon as of June 30, 2014 in the Nuveen Strategic Income Fund’s
annual report, as noted in the table below, the NAV per share does not equal $1.00. Disclose the NAV of such shares or explain why the NAV is not $1.00.

Shares

Description

Value

NAV per
Share

84,532,292

Mount Vernon Securities Lending Trust Prime Portfolio

$85,180,247

$1.01

 Response: The shares disclosed as of June 30, 2014 in the Nuveen Strategic Income
Fund’s annual report were incorrect. The correct shares are $85,180,247, and as such, the NAV per share is $1.00.

4)
 Comment: Within the funds’ shareholder reports, the fair value measurements disclosures included within the notes to
financial statements do not always indicate whether or not the funds had a transfer of securities between the three-tiered hierarchy of valuation input levels (Level 1, Level 2 and/or Level 3). In future shareholder reports, the fair value
measurements disclosures should include whether or not such transfers occurred.

 Page 2 of 8

 Response: As we indicated to you on our recent call, in the preparation of
the relevant valuation footnote disclosure for a fund, we identify all of the transfers between the three-tiered hierarchy of valuation input levels (Level 1, Level 2 and/or Level 3). However, for reporting in the financial statements we have
established a de minimis floor below which we would not provide the expanded disclosures in the footnotes. In discussion with other industry participants, we believe this is a common practice followed by others in the industry. In establishing a de
minimis floor, we believe it provides the reader of the financial statements a clearer picture of significant transfers between levels. We further believe that this is consistent with GAAP which provides that accounting standards do not apply to
immaterial items. Therefore we believe our current disclosure practice provides the reader with the necessary information to conclude that no material transfers have occurred during the period.

5)
Comment: Within several of the funds’ shareholder reports, the notes to financial statements include disclosures pertaining to agreements with the adviser for which the adviser agreed to reimburse
and/or waive charges to the fund(s) for certain fees and/or expenses. Please confirm that it is not the adviser’s policy to recoup from the funds any amounts waived and/or reimbursed in prior periods during future periods.

 Response: NFAL, the funds’ adviser, does not have, and does not currently intend to have, a policy to recoup
from the funds during future fiscal years any amounts waived and/or reimbursed in prior fiscal years.

6)
Comment: Within several of the funds’ shareholder reports, the notes to financial statements include disclosures for mergers that occurred during the fiscal period. However, those funds that were
acquired have not yet completed a Form N-8F filing. Please review the funds that recently ceased operations and complete a Form N-8F filing accordingly.

Response: The SEC Staff is correct in identifying funds that have ceased operations, but had not yet completed a Form N-8F filing. We
have identified and completed a Form N-8F filing for each of the funds listed in the table below.

Fund Name

 Ticker

Symbol

CIK

 File

Number

 Date

Form N-8F

Filed with

 SEC

 Nuveen Pennsylvania Premium Income Municipal Fund 2

NPY

0000897427

811-07482

June 25, 2015

 Nuveen Pennsylvania Dividend Advantage Municipal Fund

NXM

0001087787

811-09457

June 25, 2015

 Nuveen Pennsylvania Dividend Advantage Municipal Fund 2

NVY

0001158729

811-10549

June 25, 2015

 Nuveen Massachusetts Dividend Advantage Municipal Fund

NMB

0001090120

811-09451

June 25, 2015

 Nuveen Massachusetts AMT-Free Municipal Income Fund

NGX

0001196366

811-21216

June 25, 2015

 Nuveen California Performance Plus Municipal Fund, Inc.

NCP

0000856227

811-05930

June 25, 2015

 Nuveen California Municipal Market Opportunity Fund, Inc.

NCO

0000862313

811-06081

June 25, 2015

 Nuveen California Investment Quality Municipal Fund, Inc.

NQC

0000868440

811-06177

June 25, 2015

 Nuveen California Select Quality Municipal Fund, Inc.

NVC

0000874142

811-06294

June 25, 2015

 Nuveen California Quality Income Municipal Fund, Inc.

NUC

0000879826

811-06425

June 25, 2015

 Nuveen California Premium Income Municipal Fund

NCU

0000905000

811-07720

June 25, 2015

 Nuveen New Jersey Investment Quality Municipal Fund, Inc.

NQJ

0000870778

811-06264

June 25, 2015

 Nuveen New Jersey Premium Income Municipal Fund, Inc.

NNJ

0000890898

811-07118

June 25, 2015

 Nuveen New Jersey Dividend Advantage Municipal Fund 2

NUJ

0001161070

811-10551

June 25, 2015

 Nuveen Global Income Opportunities Fund

JGG

0001359816

811-21893

June 25, 2015

 Nuveen Diversified Currency Opportunities Fund

JGT

0001390109

811-22018

June 25, 2015

 Nuveen Equity Premium Opportunity Fund

JSN

0001308658

811-21674

June 25, 2015

 Dow 30SM Premium & Dividend Income Fund Inc.

DPD

0001314128

811-21708

June 25, 2015

 Dow 30SM Enhanced Premium & Income Fund Inc.

DPO

0001390840

811-22029

June 25, 2015

 NASDAQ Premium Income & Growth Fund Inc.

QQQX

0001381186

811-21983

June 25, 2015

 Nuveen Equity Premium Advantage Fund

JLA

0001320492

811-21731

June 25, 2015

 Page 3 of 8

7)
Comment: For the Form N-SAR filing identified in the table below, the filing indicates that there was a change in auditor from Ernst & Young LLP (“EY”) to KPMG, LLP during the fiscal
period, but the letter from EY is not included as an exhibit to the filing. Amend the Form N-SAR filing to include the letter from EY.

File Number

Registrant

Date Filed

 811-09037

Nuveen Investment Trust III

December 1, 2014

 Response: Management amended the Form N-SAR filing for the Trust in the aforementioned table on
July 16, 2015, to include the letter from EY within Exhibit 77K.

 Page 4 of 8

 Appendix A

CIK or

SEC File

Registrant

Fund Name

Ticker

Series ID

Number

 1

Nuveen Investment Funds, Inc.

Nuveen Core Bond Fund

S000005548

811-05309

 2

Nuveen Investment Funds, Inc.

Nuveen Core Plus Bond Fund

S000005578

811-05309

 3

Nuveen Investment Funds, Inc.

Nuveen Dividend Value Fund

S000005579

811-05309

 4

Nuveen Investment Funds, Inc.

Nuveen Equity Index Fund

S000005580

811-05309

 5

Nuveen Investment Funds, Inc.

Nuveen Global Infrastructure Fund

S000020012

811-05309

 6

Nuveen Investment Funds, Inc.

Nuveen High Income Bond Fund

S000005544

811-05309

 7

Nuveen Investment Funds, Inc.

Nuveen Inflation Protected Securities Fund

S000005545

811-05309

 8

Nuveen Investment Funds, Inc.

Nuveen Intermediate Government Bond Fund

S000005546

811-05309

 9

Nuveen Investment Funds, Inc.

Nuveen Large Cap Growth Opportunities Fund

S000005550

811-05309

 10

Nuveen Investment Funds, Inc.

Nuveen Large Cap Select Fund

S000005551

811-05309

 11

Nuveen Investment Funds, Inc.

Nuveen Mid Cap Growth Opportunities Fund

S000005553

811-05309

 12

Nuveen Investment Funds, Inc.

Nuveen Mid Cap Index Fund

S000005555

811-05309

 13

Nuveen Investment Funds, Inc.

Nuveen Mid Cap Value Fund

S000005556

811-05309

 14

Nuveen Investment Funds, Inc.

Nuveen Minnesota Intermediate Municipal Bond Fund

S000005558

811-05309

 15

Nuveen Investment Funds, Inc.

Nuveen Minnesota Municipal Bond Fund

S000005559

811-05309

 16

Nuveen Investment Funds, Inc.

Nuveen Nebraska Municipal Bond Fund

S000005560

811-05309

 17

Nuveen Investment Funds, Inc.

Nuveen Oregon Intermediate Municipal Bond Fund

S000005562

811-05309

 18

Nuveen Investment Funds, Inc.

Nuveen Real Asset Income Fund

S000033768

811-05309

 19

Nuveen Investment Funds, Inc.

Nuveen Real Estate Securities Fund

S000005563

811-05309

 20

Nuveen Investment Funds, Inc.

Nuveen Short Term Bond Fund

S000005566

811-05309

 21

Nuveen Investment Funds, Inc.

Nuveen Short Term Municipal Bond Fund

S000005564

811-05309

 22

Nuveen Investment Funds, Inc.

Nuveen Small Cap Growth Opportunities Fund

S000005567

811-05309

 23

Nuveen Investment Funds, Inc.

Nuveen Small Cap Index Fund

S000005568

811-05309

 24

Nuveen Investment Funds, Inc.

Nuveen Small Cap Select Fund

S000005569

811-05309

 25

Nuveen Investment Funds, Inc.

Nuveen Small Cap Value Fund

S000005570

811-05309

 26

Nuveen Investment Funds, Inc.

Nuveen Strategic Income Fund

S000005573

811-05309

 27

Nuveen Investment Funds, Inc.

Nuveen Tactical Market Opportunities Fund

S000027104

811-05309

 28

Nuveen Investment Trust

Nuveen Concentrated Core Fund

S000040902

811-07619

 29

Nuveen Investment Trust

Nuveen Core Dividend Fund

S000040903

811-07619

 30

Nuveen Investment Trust

Nuveen Equity Market Neutral Fund

S000040904

811-07619

 31

Nuveen Investment Trust

Nuveen Global Tactical Opportunities Plus Fund

S000041890

81

CORRESP
1
filename1.htm

Nuveen Investments

 April 19, 2013

 Ms. Christina DiAngelo

 U.S. Securities and Exchange Commission

450
5th Street, NW

Washington, D.C. 20549

 Re: Nuveen
Closed-End and Open-End Funds - Sarbanes Oxley Review Follow-Up Discussion

 Dear Christina:

This letter addresses your comments provided in a telephone discussion on February 13, 2013. This was a follow-up discussion to
our December 11, 2012, correspondence filing pertaining to our telephone discussion held on September 25, 2012. Each comment shown below was included in our December 11th correspondence filing and is followed by our current response. Unless otherwise noted, the responses relate to all
funds listed on Appendix A.

1)
Comment #8: The Nuveen.com website shows for leveraged Closed-End Funds (“CEFs”) two different expense ratios: one based on
“Common Shares,” the other based on “Total Fund” An example of such a table:

Total Fund

Common
Shares

Management Fees

0.59%

0.90%

Interest Expenses

0.44%

0.64%

Other Expenses

0.09%

0.13%

Total

1.12%

1.67%

 The Staff believes that it is inherently misleading for a leveraged CEF to quote expense figures using
“total fund net assets” as the denominator. First, generally accepted accounting principles (“GAAP”) specifies that expense figures be quoted using “net assets attributable to common shares” as the denominator. Second,
no shareholder, common or preferred, actually “experiences” or pays the lower expense percentages expressed as a percentage of total fund net assets, and therefore those figures do not have any concrete meaning for shareholders.
Accordingly, the Staff requests that these funds consider removing the expense figures based on total fund net assets from such tables, and include those figures in a much less prominent place, such as a footnote.

Revised Response: Nuveen understands the Staff’s position is not that the inclusion of fund-based expense figures are
necessarily invalid, but that Nuveen’s website presentation inappropriately gives those figures “equal prominence” with the GAAP-compliant, common share-asset-based expense figures, which are not properly explained and
contextualized. At the current time Nuveen is continuing to disclose such figures on its website with the disclosure modified to resemble the following (for the same fund but for a different period, so the numbers have changed slightly):

Common
Shares

Total Fund

 Management Fees

0.89%

0.59%

 Other Expenses

.10%

.07%

 Subtotal

0.99%

0.66%

 Interest Expense From Leverage

0.68%

0.48%

 Total Expenses

1.67%

1.14%

 Fund fees and expenses are presented as a percentage of both common shareholder capital and total fund
investment capital. Total investment capital includes common assets as well as assets attributable to the fund’s issuance of senior securities (e.g. preferred shares and other forms of leverage). The table’s first column presents the costs
directly and indirectly borne by common shareholders on an investment in the fund’s common shares. The table’s second column presents the costs borne by the fund on its total investment capital, which enables a common shareholder to better
understand how fund expenses impact portfolio investment returns. Interest expenses from leverage are shown separately, because they represent costs associated with the fund’s financing activities which are distinct from the costs associated
with the fund’s underlying core operations.

 Other Expenses and Total Expenses do not include interest expenses arising
from externally created inverse floating rate securities (if any) held by the fund. Interest expense arises because accounting rules require the

fund to treat interest paid by trusts issuing self-created inverse floating rate instruments (if any) held by the fund as having been paid (indirectly) by the fund. Because the fund also
recognizes a corresponding amount of additional income earned (also indirectly), the fund’s net asset value per share, net investment income and total return have not been affected by this accounting treatment. See the fund’s Annual Report
for information on the fund’s inverse floating rate investments and recognized interest expense.

 The expense ratio shown
may reflect a voluntary expense waiver by the fund’s investment adviser which can be modified or discontinued at any time without notice and may also reflect custodian fee credits and legal fee refunds. Absent the limitation, credits and
refunds, expenses would be higher and total returns would be less. See the fund’s Annual Report for information on expenses and waivers. Expense ratios do not reflect the effect of dividend payments to preferred shareholders.

Response filed on December 11th: Nuveen respectfully but strongly disagrees with any
assertion that a leveraged CEF’s expense figures quoted as a percentage of total fund net assets are “not meaningful” and/or “inherently misleading” when such figures are accompanied by expense figures quoted as a percentage
of common share net assets in equal prominence. Indeed, we believe that, for certain important purposes the total fund net asset figures are more meaningful and insightful than the common share net asset-based expense figures.

We agree with the Staff’s position that expenses expressed as a percentage of the net assets attributable to a CEF’s common
shares is a relevant and meaningful indicator of expenses, because it is the common shareholders who end up paying, and therefore “experiencing”, those expenses. However, it is Nuveen’s and the Nuveen Funds’ view – and we
believe that it is a commonly held view in the industry– that expense figures should also provide a shareholder or other investor a perspective on what proportion of a fund portfolio’s return-generating power is being reduced by the
so-called “friction” associated with expenses. In a leveraged CEF, the returns of the fund are being generated on the total amount of the fund’s assets, not just on the amount of assets attributable to the fund’s common shares.
Likewise, and perhaps more importantly to this discussion, fund expenses are by and large being generated and “experienced” at the total fund level, not at the common shareholder level. For example, management fees of the Nuveen CEFs are
computed and paid based on the fund’s total net assets, and not on assets attributable to just the common shares. Similarly, most other types of expenses (e.g., audit, custodian, legal) are incurred with respect to or by reference to the entire
fund, and not just to that portion of the fund or its assets that are attributable to common shares.

 In a simple,
non-leveraged example, a bond fund whose portfolio generates a 5% gross return and pays 1% in total expenses would experience a reduction of 20% of its return due to this “expense friction”. A fund that generates the same gross return with
less “expense friction” than another fund could be thought of as producing that gross return more “efficiently.” Thus, expense figures provide investors with important indicators of a fund’s “expense efficiency”,
and investors often wish to compare the expense efficiency of competing funds.

 In an analogous but inherently more
complicated leveraged CEF situation, quoting only expense figures (management fees, other expenses, and total expenses) based on common share net assets prevents the investor from truly being able to gauge a fund’s “expense
efficiency”, because that set of expense figures would vary between two otherwise identical funds with identical fund-level expenses but differing leverage ratios in general proportion to those leverage ratios. The more highly levered fund will
show higher expenses expressed as a percentage of common share net assets than the less levered fund, and will appear, falsely, to be less “expense efficient” than that less levered fund. And even that less-levered fund will appear to be
less “expense efficient” than a non-levered fund. For example, a levered fund having a 33.3% leverage ratio ($33.33 of leveraging instrument for every $100 of total assets) and paying a management fee equal to .50% of fund net assets would
show a management fee based on common share net assets of .75%, while a levered fund with a 20% leverage ratio and paying that same .50% management fee would show a management fee based on common share net assets of .625%, and a non-levered fund
paying that same management fee would of course show a management fee of .50%. Investors in the latter fund would believe, based on those common share net asset-based expense figures, that their fund’s investment adviser was receiving a lower
management fee than the adviser of the other funds, when in fact that was not the case.

 Indeed, quoting only common share net
asset-based expense figures without accompanying them with the CEF’s total fund net asset-based expense figures could even prove potentially misleading to investors, for example, in the circumstance where the more highly levered fund was
actually paying lower management fees, custodian fees, audit fees, etc. on fund assets than a less-levered fund or especially a non-levered fund, but would still be quoting a higher set of expense ratios, for the mathematical reasons discussed
above. Thus, providing a leveraged fund’s expense figures expressed as a percentage of total net assets (in addition to quoting its expense figures as a percentage of common share net assets) provides investors with the ability to compare the
“expense efficiency” of leveraged funds with non-leveraged funds, and to compare the “expense efficiency” of funds having different leverage levels, on an apples-to-apples basis, in the sense that it shows the expenses generated
by each dollar of assets of each of the funds being compared. So long as such total fund net asset-based expense figures are accompanied, with equal prominence, with common share net asset-based expense figures, the reader or investor cannot fairly
claim to be misled by the former figures. Therefore, we intend to continue to quote expense figures as a percentage of total fund net assets side-by-side with expense figures quoted as a percentage as common share net assets.

2)
Comment 13: Those funds that elected to retain a portion of their realized long-term capital gains disclose in their shareholder reports the
total returns including the retained gain tax credit/refund and excluding the retained gain tax credit/refund. It is the SEC staff’s position that the total returns including the retained gain tax credit/refund be removed. The SEC gave examples
of those funds, including;

•

 Nuveen Diversified Dividend and Income Fund

•

 Nuveen Global Value Opportunities Fund

Revised Response: We discussed the Staff’s questions pertaining to the response we provided in our
December 11th correspondence filing and understand
there is no further action or information being requested regarding this matter.

 Response filed on
December 11th: Set forth below is the relevant disclosure from one of the two funds cited by the staff (Nuveen Global Value Opportunities Fund (JGV)):

[Share Distributions and Price Information Section]

 The following table provides information regarding the Fund’s distributions and total return performance for the fiscal year ended December 31, 2011. This information is intended to help you
better understand whether the Fund’s returns for the specified time period were sufficient to meet the Fund’s distributions.

  As of 12/31/11

JGV

   Inception date

7/24/06

   Fiscal year (calendar year) ended December 31, 2011:

   Per share distribution:

   From net investment income

$0.83

   From long-term capital gains

0.18

   From short-term capital gains

0.28

   Return of capital

0.08

   Total per share distribution

$1.37

   Distribution rate on NAV

8.10%

   Average annual total returns:

   Excluding retained gain tax credit/refund**:

   1-Year on NAV

-10.28%

   5-Year on NAV

4.72%

   Since inception on NAV

6.04%

   Including retained gain tax credit/refund**:

   1-Year on NAV

-10.28%

   5-Year on NAV

4.89%

   Since inception on NAV

6.20%

**
The Fund elected to retain a portion of its realized long-term capital gains for the tax year ended December 31, 2007, and pay required federal corporate income
taxes on this amount. As reported on Form 2439, shareholders on record date must include their pro-rata share of these gains on their applicable federal tax returns, and are entitled to take offsetting tax credits, for their pro-rata share of the
taxes paid by the Fund. The total returns “Including retained gain tax credit/refund” include the economic benefit to shareholders on record date of these tax credits/refunds. The Fund had no retained capital gains for the tax years ended
December 31, 2011 through December 31, 2008 or for the tax year ended December 31, 2006.

 [Performance Overview Section]

 Average Annual Total Returns

 (Inception 7/24/06)

On Share Price

On NAV

 1-Year

-11.00%

-10.28%

 5-Year

5.91%

4.72%

 Since Inception

5.58%

6.04%

 Average Annual Total Returns 3

(Including retained gain tax credit/refund)

 1-Year

-11.00%

-10.28%

 5-Year

6.10%

4.89%

 Since Inception

5.74%

6.20%

 3 As previously explained in the Share Distribution and Price Information section of this report, the Fund elected to
retain a portion of its realized long-term capital gains for the tax year ended December 31, 2007, and pay required federal corporate income taxes on these amounts. These standardized total returns include the economic benefit to shareholders
of record of this tax credit/refund. The Fund had no retained capital gains for the tax years ended December 31, 2011 through December 31, 2008 or for the tax year ended December 31, 2006.

Whenever a fund retains and pays tax on a portion of its realized capital gains in a given tax year, the Internal Revenue Code provides
that the fund also should distribute a capital gain tax “credit” to the fund’s shareholders that the shareholders can use, dollar-for-dollar, to reduce their own taxes. Fund shareholders simultaneously increase their cost basis by
their ratable share of undistributed net capital gains, net of taxes paid by the fund. As a result, a fund that retains and pays tax on a net realized gain would provide virtually the same all-in “economic” (i.e., after-tax) return to its
taxable shareholders as an otherwise identical fund that distributed its net realized capital gains to its shareholders (who then either paid capital gains tax on those gains or used those gains to offset losses that might otherwise have been usable
to offset other or later gains). The tax credit that the fund distributes to its shareholders in the first instance provides a tangible and quantifiable benefit to those of its shareholders who pay taxes, but the value of that benefit is not
reflected in the total returns calculated strictly from the fund’s financial records, because that tax credit is not quantified in financial statements as a “distribution;” while the tax payment by that fund does operate to reduce
that fund’s total return figures.

 The provision of an alternatively calculated supplemental total return figure in such
instances to reflect the value to taxable shareholders of the fund’s distribution to shareholders of this sort of tax credit in addition to the fund’s cash distributions is fair, appropriate and not misleading. The shareholders did
receive that tax credit, and that credit had real, quantifiable value to taxable shareholders. Note that a fund (“Fund A”) that had distributed the capital gain to shareholders would show, under ordinary calculation methodologies, a
higher total return than an otherwise identical fund (“Fund B”) that had retained the gain, paid taxes on that gain (and thereby reduced fund assets and returns) and distributed a tax credit to shareholders, even though taxable
shareholders of both of those otherwise identica

CORRESP
1
filename1.htm

Nuveen Investments

 December 11, 2012

 Ms. Christina DiAngelo

 U.S. Securities and Exchange Commission

450
5th Street, NW

Washington, D.C. 20549

 Re: Nuveen
Closed-End and Open-End Funds - Sarbanes Oxley Review

 Dear Christina:

 This letter addresses your comments provided in a telephone discussion on September 25, 2012. Each comment is shown below followed by our response. Unless otherwise noted, the responses relate to all
funds listed on Appendix A attached hereto.

1)
Comment: (a) For the following N-SAR filings, the name of the accounting firm issuing the report is missing from the following funds’
Accountants Report on Internal Control. File amended reports to include the complete Accountants Report on Internal Control.

File Number

Registrant

Date Filed

 811-21494

 Nuveen Floating Rate Income Fund

September 30, 2011

 811-21579

 Nuveen Floating Rate Income Opportunity
Fund

September 30, 2011

 811-22023

 Nuveen Managed Accounts Portfolios
Trust

September 29, 2011

 811-09571

 Nuveen Senior Income Fund

September 29, 2011

 811-22518

 Nuveen Short Duration Credit Opportunities
Fund

September 29, 2011

 811-05309

 Nuveen Investment Funds, Inc.

August 29, 2011

 811-05309

 Nuveen Investment Funds, Inc. (also missing city and
state)

February 2, 2012

 Comment: (b) For the following N-SAR filing, the city and state of the accounting
firm issuing the report is missing from the Accountants Report on Internal Control. Ensure that all future filings of this report contain the city and state of the accounting firm issuing the report. File an amended report to include the complete
Accountants Report on Internal Control.

File Number

Registrant

Date Filed

 811-07619

 Nuveen Investment Trust

August 29, 2011

 Response: We are currently in the process of taking the necessary steps to amend the filings in
the aforementioned tables. To amend these filings under our current N-SAR application, which is disc operating system (DOS) based, we would need to recreate the answer file (“answer.fil”) originally filed with the complete Accountants
Report on Internal Control. We are currently in the process of obtaining a new web based N-SAR application with RR Donnelley, which will allow us to edit the answer.fil without a complete recreation. Assuming a timely installation of this N-SAR
application, we expect to amend the filings as requested within thirty days of this response.

2)
Comment: (a) In future N-CSR filings, for Item 4 (b), (c) and (d) provide more details on what services comprise “Audit
Related Fees,” “Tax Fees,” and “Other.”

 Response: Items 4(b), (c) and
(d) of Form N-CSR are as follows:

 4 (b) Disclose, under the caption Audit-Related Fees, the aggregate fees billed
in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph
(a) of this Item. Registrants shall describe the nature of the services comprising the fees disclosed under this category.

4 (c) Disclose, under the caption Tax Fees, the aggregate fees billed in each of the last two fiscal years for professional services
rendered by the principal accountant for tax compliance, tax advice, and tax planning. Registrants shall describe the nature of the services comprising the fees disclosed under this category.

4 (d) Disclose, under the caption All Other Fees, the aggregate fees billed in each of the last two fiscal years for products and
services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item. Registrants shall describe the nature of the services comprising the fees disclosed under this category.

 Page 1
of 22

 In accordance with Item 4 (b), (c) and (d) of Form N-CSR, we will further
describe the nature of services comprising “Audit Related Fees,” “Tax Fees” and “All Other Fees” in our future N-CSR filings. The Nuveen funds’ current disclosures are as follows:

Item 4 (b): “Audit-Related Fees” are the aggregate fees billed for assurance and related services reasonably related to
the performance of the audit or review of financial statements that are not reported under “Audit Fees”.

Item 4(c): “Tax Fees” are the aggregate fees billed for professional services for tax advice, tax compliance, and tax
planning.

 Item 4(d) (for Nuveen open-end funds): “All Other Fees” are the aggregate fees billed for products
and services other than “Audit Fees”, “Audit-Related Fees” and “Tax Fees”.

 Item 4(d) (for
Nuveen closed-end funds): “All Other Fees” are the aggregate fees billed for products and services for agreed upon procedures engagements performed for leveraged funds.

At the current time, the Nuveen funds contemplate the following as an example of what the disclosure will resemble going forward that
will be revised as needed to reflect the actual services provided to the funds:

 Item 4 (b): “Audit-Related
Fees” are the aggregate fees billed for assurance and related services reasonably related to the performance of the audit or review of financial statements that are not reported under “Audit Fees”. These fees include leverage
offerings as well as comfort letters for seed and shelf offerings.

 Item 4(c): “Tax Fees” are the aggregate
fees billed for professional services for tax advice, tax compliance, and tax planning. These fees include: all global withholding tax services; excise and state tax reviews; and capital gain, tax equalization and taxable basis calculations
performed by the principal accountant.

 Item 4(d) (for Nuveen open- and closed-end funds): “All Other Fees” are
the aggregate fees billed for products and services other than “Audit Fees”, “Audit-Related Fees” and “Tax Fees”. These fees represent all “Agreed-Upon Procedures” engagements pertaining to preferred stock,
commercial paper and registration statements.

 Our next N-CSR filings are scheduled to be filed on or around December 6,
2012.

 Comment: (b) In future N-CSR filings, Item 4(f) of the filing should be addressed, even if
not applicable.

 Response: Item 4(f) of Form N-CSR is as follows:

(f)
If greater than 50 percent, disclose the percentage of hours expended on the principal accountant’s engagement to audit the registrant’s financial statements
for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.

 In our experience, the answer for this response has always been “not applicable.” At the current time, the Nuveen funds contemplate the following as an example of what the disclosure will
resemble going forward:

 Less than 50 percent of the hours expended on the principal accountant’s engagement to audit the
registrant’s financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.

3)
Comment: Why were the following amended filings made? In the future, include a cover sheet detailing the reason for the amended
filing. In addition, whenever amended filings are made and those filings include certifications, the certifications should be updated to the date of the amended filing, even if the amended filings are made one day later than the original
filing. For example, the Form N-Q/A filed on September 1, 2010, for Nuveen Texas Quality Income Municipal Fund contains certifications dated June 29, 2010.

 Page 2
of 22

Item

Registrant

Form

Filing Date

1.

Nuveen Investment Funds, Inc.

N-CSR/A

February 8, 2012

2.

Nuveen Diversified Dividend & Income Fund

N-CSR/A

March 14, 2012

3.

Nuveen Arizona Dividend Advantage Municipal Fund 3

N-SAR-A/A

November 1, 2011

4.

Nuveen California Dividend Advantage Municipal Fund

N-SAR-A/A

November 1, 2011

5.

Nuveen California Dividend Advantage Municipal Fund 3

N-SAR-A/A

November 1, 2011

6.

Nuveen California AMT-Free Municipal Income Fund

N-SAR-A/A

November 1, 2011

7.

Nuveen Investment Funds, Inc.

N-SAR-A/A

January 12, 2012

8.

Nuveen Municipal Trust

N-SAR-A/A

January 12, 2012

9.

Nuveen Investment Funds, Inc.

N-SAR-B/A

January 13, 2012

10.

Nuveen New Jersey Dividend Advantage Municipal Fund 2

N-SAR-A/A

January 17, 2012

11.

Nuveen New Jersey Dividend Advantage Municipal Fund

N-SAR-A/A

January 17, 2012
 2 filings

12.

Nuveen New Jersey Municipal Value Fund

N-SAR-A/A

January 17, 2012

13.

Nuveen New Jersey Premium Income Municipal Fund, Inc.

N-SAR-A/A

January 17, 2012

14.

Nuveen New Jersey Investment Quality Municipal Fund, Inc.

N-SAR-A/A

January 17, 2012

15.

Nuveen Pennsylvania Investment Quality Municipal Fund, Inc.

N-SAR-A/A

January 17, 2012

16.

Nuveen Pennsylvania Premium Income Municipal Fund 2

N-SAR-A/A

January 17, 2012

17.

Nuveen Pennsylvania Dividend Advantage Municipal Fund 2

N-SAR-A/A

January 17, 2012

18.

Nuveen Pennsylvania Dividend Advantage Municipal Fund

N-SAR-A/A

January 17, 2012

19.

Nuveen Pennsylvania Municipal Value Fund

N-SAR-A/A

January 17, 2012

20.

Nuveen Municipal Opportunity Fund Inc.

N-SAR-B/A

January 17, 2012

21.

Nuveen Dividend Advantage Municipal Income Fund

N-SAR-B/A

January 17, 2012

22.

Nuveen Quality Municipal Fund Inc.

N-SAR-B/A

January 17, 2012

23.

Nuveen AMT-Free Municipal Income Fund

N-SAR-B/A

January 17, 2012

24.

Nuveen Multi-Currency Short-Term Gov’t Income Fund

N-SAR-A/A

September 8, 2011

25.

Nuveen Municipal Trust

N-SAR-A/A

May 16, 2012

26.

Nuveen Investment Funds, Inc.

N-SAR-B/A

February 29, 2012

27.

Nuveen Texas Quality Income Municipal Fund

N-Q/A

September 1, 2010

28.

Nuveen Senior Income Fund

N-Q/A

June 30, 2011

29.

Nuveen Floating Rate Income Fund

N-Q/A

June 30, 2011

30.

Nuveen Floating Rate Income Opportunity Fund

N-Q/A

June 30, 2011

31.

Nuveen Investment Trust III

N-Q/A

August 30, 2011

32.

Nuveen Investment Funds, Inc.

N-Q/A

October 13, 2011

33.

Nuveen Investment Funds, Inc.

N-Q/A

October 13, 2011

 Response: The filings in the aforementioned table will be referred to in this response by their
“Item” number as identified in the first column. As indicated in the attached Appendix A, at the time of the Staff’s review the Nuveen Funds were comprised of approximately 230 funds with eleven fiscal year ends. Because the funds
continuously report throughout the course of the year we experience “peaks” and “valleys” in our reporting cycles. Consequently, the “peaks” in our reporting cycles lead to instances where a high volume of edits are
communicated to our staff and/or print vendors in the days immediately preceding the printing and/or filing of shareholder information. This was consequently the primary result for a majority of the amended filings questioned by the Staff. In future
amended filings, we will include an explanatory cover memo and updated certifications.

 Item #1

Form N-CSR/A filed on February 8, 2012, for Item #1 was completed to correct the total returns presented in the October 31,
2011, annual report for the Nuveen Tactical Market Opportunities Fund (“TMO”). TMO’s total returns for Class A Shares and Class C Shares were misstated in its Financial Highlights as follows:

Class A Shares: Original Total Return 6.61%; Corrected Total Return 5.95%

Class C Shares: Original Total Return 5.87%; Corrected Total Return 5.48%

As discussed with you on February 22, 2012, in addition to amending the Form N-CSR we also corrected the Fund’s shareholder
report posted on the fund’s website.

 Page 3
of 22

 Item #2

 Form N-CSR/A filed on March 14, 2012, for Item #2 was completed to include Wellington Management’s proxy voting policies and procedures that were referenced within Item 7 of the filing but
inadvertently left out by our print vendor upon their conversion of the filing from HTML to Edgar format.

 Item #3 through
#6

 Forms N-SAR-A/A filed on November 1, 2011, for Items #3 through #6 were completed to include Exhibit 77E, Legal
Proceedings, which was inadvertently excluded from each filing.

 Items #7 through #19

Forms N-SAR-A/A filed on January 12, 2012, for Items #7 and #8, Form N-SAR-B/A filed on January 13, 2012, for Item #9, and Forms
N-SAR-A/A filed on January 17, 2012, for Items #10 through #19 were completed to correct financial statement data provided in each Form’s original filing. For each item, it was discovered that a draft shareholder report, rather than the
final shareholder report, had been utilized to answer certain questions in the Form, resulting in the inclusion of incorrect financial statement data.

 We have enhanced our procedures around our N-SAR filing process to prevent a repeat of these occurrences. As part of those enhancements, we are currently in the process of obtaining a new web based N-SAR
application, which will allow for a more timely preparation and review process of the filings.

 The second Form N-SAR-A/A
filed on January 17, 2012 for Item #11, was to include Exhibit 77E, Legal Proceedings, which was inadvertently excluded from the Form N-SAR-A/A filing.

 Item #20 through Item #23

 Forms N-SAR-B/A filed on January 17, 2012,
for Items #20 through #23 were completed to correct the funds’ top ten total purchases and sales in questions 23C and 23D, respectively.

 Item #25

 Form N-SAR-A/A filed on May 16, 2012, for Item #25 was
completed to add the name of fund number two within the trust as required by question 7 C020200, which was inadvertently excluded from the filing.

 Item #26

 Form N-SAR-B/A filed on February 29, 2012, was completed to
restate certain financial statement information for Nuveen Real Estate Securities Fund for the fiscal year ended October 31, 2011, and to replace the Accountants Report on Internal Control in Exhibit 77B in conjunction with the matter.

 Item #27

 Form N-Q/A filed on September 1, 2010, for Item #27 was completed to reinsert a page that was inadvertently left out of the original Form N-Q filed by our print vendor upon their conversion of the
filing from HTML to Edgar format.

 Items #28 through #31

Forms N-Q/A filed on June 30, 2011, for Items #28 through #30 and August 30, 2011, for Item #31 were completed to reflect edits
our print vendor was unable to incorporate into the filing prior to the 4:30 p.m. CT filing deadline. The filings were amended immediately upon receipt of the completed edits.

Items #32 and #33

 Forms N-Q/A filed on October 13, 2011, for Items #32 and #33 were completed to correct the funds’ Accounting Standards Codification 820 (“ASC 820”) fair value measurement
disclosures included within the portfolios of investments. The review of the ASC 820 disclosures included within the original filing was performed by an individual other than the Fund Administration – Financial Reporting manager typically
responsible for overseeing the ASC 820 review process, as he was out of the office on holiday immediately preceding and on the original filing date. Upon his return, he re-performed the ASC 820 review and identified differences we believed should be
corrected. We have since then enhanced our overall ASC 820 procedures by familiarizing other higher level individuals within the Financial Reporting department with such reviews.

4)
Comment: For those Nuveen closed-end funds that had lawsuits related to Auction Rate Preferred Shares (“ARPS”), the SEC staff did not
observe the filed complaints as required by Section 33 of the 1940 Act.

 Response: Twenty-three
of the affected funds filed the relevant Complaint with the Securities and Exchange Commission (“SEC”) on August 20, 2010, in paper form. We can provide you with versions that are receipt-stamped by the SEC staff if you desire.
Following the submissions by those funds, the plaintiffs named an additional eleven funds to the matter, but for which Section 33 filings were inadvertently omitted. Upon final disposition of the

CORRESP
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CORRESP

       February 17, 2012

 Securities and Exchange Commission

 Division of Investment Management

 100 F Street, N.E.

Washington, D.C. 20549

Attn:    Mr. Kieran Brown

Re:
 Nuveen New York Dividend Advantage Municipal Fund (811-09135); Nuveen New York Dividend Advantage Municipal Fund 2 (811-10253); Nuveen New York
Investment Quality Municipal Fund, Inc. (811-06178); Nuveen New York Municipal Value Fund, Inc. (811-05238); Nuveen New York Municipal Value Fund 2 (811-22271); Nuveen New York Performance Plus Municipal Fund, Inc. (811-05931); Nuveen New
York Quality Income Municipal Fund, Inc. (811-06424); Nuveen New York Select Quality Municipal Fund, Inc. (811-06295); Nuveen New York Dividend Advantage Municipal Income Fund (811-09473); Nuveen New York Premium Income Municipal Fund, Inc.

(811-06619); Nuveen New York AMT-Free Municipal Income Fund (811-21211); Nuveen Core Equity Alpha Fund (811-22003); Nuveen Real Estate Income Fund (811-10491); Nuveen Diversified Dividend and Income Fund (811-21407); Nuveen Equity Premium and
Growth Fund (811-21809); Nuveen Equity Premium Advantage Fund (811-21731); Nuveen Equity Premium Income Fund (811-21619); Nuveen Equity Premium Opportunity Fund (811-21674); Nuveen Quality Preferred Income Fund (811-21082); Nuveen Quality Preferred
Income Fund 2 (811-21137); Nuveen Quality Preferred Income Fund 3 (811-21242); Nuveen Tax-Advantaged Total Return Strategy Fund (811-21471); Nuveen Tax-Advantaged Dividend Growth Fund (811-22058); Nuveen Global Government Enhanced Income Fund
(811-21893); Nuveen Global Value Opportunities Fund (811-21903); Nuveen Mortgage Opportunity Term Fund (811-22329); Nuveen Mortgage Opportunity Term Fund 2 (811-22374); Nuveen Multi-Currency Short-Term Government Income Fund (811-22018); Nuveen
Multi-Strategy Income and Growth Fund (811-21293); Nuveen Multi-Strategy Income and Growth Fund 2 (811-21333); Dow
30SM Premium & Dividend Income Fund Inc.
(811-21708); Global Income & Currency Fund Inc. (811-21791); NASDAQ Premium Income & Growth Fund Inc. (811-21983); and Dow 30SM Enhanced Premium & Income Fund Inc. (811-22029) (each, a “Registrant” and together, the
“Registrants”)

 Securities and Exchange Commission

 February 17, 2012

 Page 2

 To The Commission:

 On behalf of the Registrants this letter is in response to
the comments you provided on February 13, 2012 during our telephone conference regarding the preliminary proxy materials filed for each Registrant on February 2, 2012. Any terms not defined herein have the same meanings as given in the preliminary
proxy statement.

 1. Comment: Please clarify why the Affected Municipal Funds would likely incur further expenses to solicit
additional shareholder participation if shareholders do not approve the elimination of the fundamental investment policy and/or do not approve a new investment policy?

 Response: The Affected Municipal Funds would likely incur further expenses to solicit additional shareholder participation because, as part of Nuveen’s efforts to ensure that all of its
municipal bond closed-end fund policies are uniform, Nuveen may re-solicit shareholders until the proposal is approved if it is determined that further solicitation is reasonable and in the best interest of the shareholders.

2. Comment: In the Notice to Shareholders, please clarify that implementation of the new investment policy for each Affected Municipal Fund
is contingent on shareholders approving the elimination of their current investment policy.

 Response: The
following language has been added in each Registrant’s Notice to Shareholders in response to the staff’s request:

Proposals 2(b)(i) and 2(b)(ii) are contingent on shareholder approval of proposals 2(a)(i) and 2(a)(ii), respectively.

3. Comment: With respect to the Board Nominees/Board Members table on page 10 of each Registrant’s proxy statement, please revise the
last column heading to “Other Directorships Held By Board Member During the Past Five Years.”

Response: The heading in the table has been revised accordingly in each Registrant’s proxy statement.

4. Comment: With respect to the proposal relating to the change of fundamental investment policy for each Affected Municipal Fund, please
provide additional risk disclosure.

 Response: The following disclosure concerning principal risks of the New
Fundamental Loan Policy has been added in response to the staff’s request:

 Securities and Exchange Commission

 February 17, 2012

 Page 3

Loans to issuers in distress; however involve risks. It is possible a Fund could lose its entire investment with an issuer as well as the
amount loaned.

 Please direct your questions regarding this filing to the undersigned at (312) 609-7732.

 Sincerely,

 /s/Jennifer M. Goodman

CORRESP
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SEC Response Letter

 April 16, 2010

Ms. Christina DiAngelo

 U.S. Securities
and Exchange Commission

 450
5th Street, NW

Washington, D.C. 20549

 Re: Nuveen
Closed-End and Open-End Funds - Sarbanes Oxley Review

 Dear Christina:

This letter addresses your comments provided in a telephone discussion on September 29, 2009. Each comment is shown below followed by our response.
Unless otherwise noted, the responses relate to all funds listed on Appendix A attached hereto.

1)
Comment: (a) 479 Letters – Nuveen was recently sent 479 letters regarding de-registering funds no longer in existence. Please
de-register funds identified within letter.

 Response: 1(a) We have received the
correspondence from the staff and we have prepared and submitted correspondence to the U.S. Securities and Exchange Commission (“SEC”) via IDEA seeking to withdraw the Securities Act registration statements that were pending for the funds
identified by the staff. In addition, we have also identified several others funds for which we filed to withdraw pending registration statements prior to filing a Form N-8F for each of those funds. Finally, we have filed a Form N-8F for each of the
funds covered by the staff’s correspondence as well as the additional funds identified by us as detailed in the table below.

 Fund Name

CIK

Date
withdrawal
filed with SEC

Date N-8F
filed with
SEC

 Nuveen North Carolina Municipal Value Fund

0001461194

12-3-2009

3-9-2010

 Nuveen High Income Municipal Fund

0001464620

12-3-2009

3-9-2010

 Nuveen Virginia Municipal Value Fund

0001461195

12-3-2009

3-9-2010

 Nuveen Ohio Municipal Value Fund

0001461196

12-3-2009

3-9-2010

 Nuveen Massachusetts Municipal Value Fund

0001461193

12-3-2009

3-9-2010

 Nuveen Maryland Municipal Value Fund

0001461192

12-3-2009

3-9-2010

 Nuveen Connecticut Municipal Value Fund

0001461191

12-3-2009

3-9-2010

 Nuveen High Grade Municipal Income Fund

0001461189

12-3-2009

3-9-2010

 Fund Name

CIK

Date
withdrawal
filed with SEC

Date N-8F
filed with
SEC

 Nuveen Multistate Shell Trust

0001018970

12-17-2009

3-9-2010

 Nuveen Investment Trust IV

0001071680

12-3-2009

3-9-2010

 Nuveen Credit Strategies Fund

0001412349

12-3-2009

3-9-2010

 Nuveen Symphony Market Neutral Fund

0001209540

12-3-2009

3-9-2010

 Nuveen Connecticut Municipal Income Opportunity Fund

0001424452

12-3-2009

3-9-2010

 Nuveen Multi-Currency Income Fund

0001400390

12-3-2009

3-9-2010

 Nuveen Municipal High Income Advantage Fund, formerly called Nuveen Municipal High Income Opportunity Fund 3

0001424214

12-3-2009

3-9-2010

 Nuveen Washington Premium Income Fund

0000897420

N/A

12/16/2009

 Nuveen Floating Rate Fund

0001093189

N/A

1/27/2010

Comment: (b) Two Nuveen funds – Nuveen Floating Rate Fund (Reg. No. 811-09553) and Nuveen Washington
Premium Income Municipal Fund (Reg. No. 811-07488) – have apparently ceased operations, but in fact have continued to file their semi-annual reports on Form N-SARs, although they have not continued to file their annual report of proxy
votes on Form N-PX. Assuming that these funds in fact have ceased operations, the SEC staff requests that these funds do two things:

a.
File for termination of their 1940 Act registration on Form N-8F; and

b.
File all the missed Form N-PXs.

Response: 1(b) The SEC staff is correct that each of these funds ceased operations, the former on May 28, 2003, and the
latter on September 9, 1999. We have obtained the necessary data and filed a Form N-8F for each of these funds as outlined in the table below. In addition we will also file the Form N-PXs for each fund going back to the date of the first
required filing under that Form after its adoption.

 Fund Name

CIK

Date N-8F
filed with
SEC

 Nuveen Washington Premium Income Fund

0000897420

12/16/2009

 Nuveen Floating Rate Fund

0001093189

1/27/2010

 2

2)
Comment: Amendments to filings made pursuant to Rule 17g-1 on Form 40-17/G should be identified on EDGAR with the filing type 40-17G/A.

 Response: The funds will identify such filings in the future as requested.

3)
Comment: Item 8 of Form N-CSR requires that closed-end funds, in their annual N-CSR filing, describe the compensation structure for all named
Portfolio Managers of the fund or funds included in the filing. Specifically, Item 8(a)(3) reads in pertinent part as follows:

Describe the structure of, and the method used to determine, the compensation of each Portfolio Manager . . . . For each type of
compensation (e.g., salary, bonus, deferred compensation, retirement plans and arrangements), describe with specificity the criteria on which that type of compensation is based, for example, whether compensation is fixed, whether (and, if so, how)
compensation is based on the registrant’s pre- or after-tax performance over a certain time period, and whether (and, if so, how) compensation is based on the value of assets held in the registrant’s portfolio. For example, if compensation
is based solely or in part on performance, identify any benchmark used to measure performance and state the length of the period over which performance is measured.

Instruction 3 to Item 8(a)(3) reads, in pertinent part:

This description must clearly disclose any differences between the method used to determine the Portfolio Manager’s compensation
with respect to the registrant and other accounts, e.g., if the Portfolio Manager receives part of an advisory fee that is based on performance with respect to some accounts but not the registrant, this must be disclosed.

The SEC staff stated that the disclosure about the structure of Portfolio Manager compensation for several funds was inadequate, and
needed more detail. The staff gave examples of several of those funds, including:

•

 Nuveen Diversified Dividend and Income Fund (JDD)

•

 Nuveen Tax-Advantaged Total Return Strategy Fund (JTA)

•

 Nuveen Floating Rate Income Fund (JFR)

•

 Nuveen Floating Rate Income Opportunity Fund (JRO)

•

 Nuveen Senior Income Fund (NSL)

•

 Nuveen Equity Premium Income Fund (JPZ)

•

 Nuveen Equity Premium Opportunity Fund (JSN)

•

 Nuveen Equity Premium Advantage Fund (JLA)

•

 Nuveen Equity Premium and Growth Fund (JPG)

Response: We have initiated a review of the Portfolio Manager compensation disclosure in our N-CSRs and Statements of
Additional Information. As various types of filings for these and other Nuveen funds are made, we have undertaken to revise and expand the Portfolio Manager compensation discussion where appropriate and we will continue to do so as new filings are
made.

 Although we are near the beginning of the twelve-month cycle over which this disclosure will be reviewed and revised, we
have found already that it is often not easy to expand the disclosure in a meaningful way, despite the specificity of the Form requirements quoted above. For example, in October we reviewed the Portfolio Manager compensation disclosure for several
equity funds managed by Nuveen affiliate, Symphony Asset Management (“SAM”). We held several lengthy

 3

discussions with the staff of SAM to better understand their compensation-setting process, and to turn our understanding into disclosure that fully responded to the Form requirements. In that
discussion, it became clear to the lawyers responsible for drafting the disclosure that SAM’s actual compensation-setting mechanism was highly subjective, and was not really susceptible to the sort of criteria-specific disclosure required by
the Form. For example, investment performance relative to a benchmark is not a specific criterion for compensation-setting by SAM. So, while we did revise and expand the disclosure in an attempt to respond to the Form requirements and to provide the
reader with some additional insight into the compensation-setting process, it does not contain all the specific items mentioned in the rule and the instructions thereto, simply because those items do not apply in that case. That disclosure,
contained in the post-effective amendment filing on November 2, 2009, for Nuveen Investment Trust, SEC Accession No. 0001193125-09-219820, is as follows:

SAM investment professionals receive competitive base salaries and annual bonus payments. Base salaries are determined by SAM’s
senior management and reviewed periodically to ensure competitiveness with comparable positions at similar asset management firms. The bonus pool is based in part on SAM’s aggregate management fees which include asset based fees and, for
some firm clients (other than mutual funds) performance fees. An investment professional’s bonus compensation is not based on any fixed formula, but is determined by senior management on a discretionary basis, based on senior
management’s assessment of the individual professional’s contribution to the firm’s revenue, as well as his or her individual work performance, contribution to the investment team, strategy performance, and overall firm
performance. In addition, SAM’s investment professionals may participate in long-term incentive plans which are tied to ongoing year-over-year firm performance, profitability and growth.

One complicating factor for the Nuveen funds and this Portfolio Manager compensation disclosure is that the Nuveen funds, of which there
are over 200, are managed by fourteen different advisory entities, including affiliates Nuveen Asset Management, Symphony Asset Management, Santa Barbara Asset Management, NWQ Investment Management Company, Tradewinds Global Investors, LLC, Winslow
Capital Management, Nuveen Investment Solutions, and Nuveen HydePark Group; and non-affiliates Spectrum Asset Management, Institutional Capital Corporation, Gateway Investment Advisers LLC, Wellington Management Company, LLP, Security Capital
Research and Management, Inc., and INTECH Investment Management. Each of these entities has their own compensation-setting arrangements, which are in effect entirely independent of each other, and those arrangements vary widely from firm to firm
(and sometimes there are variances between or among different investment teams within an organization). Therefore, there will be little or no commonality between and among the compensation disclosures for each of these entities.

4)
Comment: In the Annual Investment Management Agreement Approval Process sections of shareholder reports, consider increasing the specificity as
to what the Board is approving and whether they believe such approvals to be reasonable/satisfactory.

Response: In the next annual approval of each fund’s investment management agreement, we will work with counsel to the
independent trustees of the funds to prepare and submit with the next shareholder report for each fund more specific information as to the factors considered and deemed

 4

relevant by the trustees. The process for the trustees’ consideration of the next annual contract renewals began earlier this spring, with a final determination expected to be made by the
Board at a regular scheduled meeting at the end of May. The updated disclosure will then be included in the next succeeding shareholder report issued by each fund.

5)
Comment: In the prospectuses for the Nuveen mutual funds, custodian fee credits should not be presented as a separate line item within the fee
tables.

 Response: Custodian fee credits have been removed from the fee table presentations.

6)
Comment: In the Symphony International Equity Fund prospectus dated November 28, 2009, footnote 9 states that “Other Expenses”
have been restated. Please explain what has been restated and why.

 Response: Nuveen Symphony
International Equity Fund commenced operations on May 30, 2008; therefore, the expense ratios presented in the annual report represented only 63 days of operations. “Other Expenses” and “Total Annual Fund Operating Expenses”
were restated to better reflect anticipated expenses of the Fund. “Custodian Fee Credits” were not presented and “Fee Waivers and Expense Reimbursements” were restated in order to reflect the impact of the restated
“Other Expenses” while keeping “Total Annual Fund Operating Expenses – Net” at the Fund’s expense limit of 1.13% (plus class specific 12b-1 fees where applicable) which is in effect through November 30, 2011.

7)
Comment: In the prospectuses for the Nuveen mutual funds (for example, on page 3 of the prospectus for the funds that are a series of Nuveen
Municipal Trust), the Class C Shares are described, in footnote 10, as being subject to a contingent deferred sales charge (“CDSC”) of 1% if redeemed “within less than one year of purchase,” but in the 1-Year line in the expense
example the CDSC is not reflected in the expense figure. Please explain why the 1-Year CDSC is not reflected in the 1-Year expense figure in that table.

Response: As discussed during the call, the CDSC for the Nuveen mutual funds operates such that if a shareholder’s
holding period prior to a redemption is for an entire period in question (in this case, one year), the CDSC percentage that applies to the redemption is reduced to the percentage applicable to the next longest holding period. In the case of Class C
Shares, which imposes a CDSC where the holding period is within one year but not for longer periods, once the shares are held for an entire year there is no CDSC.

8)
Comment: In the semi-annual report dated January 31, 2009, for Enhanced Multi-Strategy Managed Accounts Portfolio, the Fund’s
portfolio of investments has more than 60% invested in mortgage-backed securities. Consider enhancing prospectus disclosures regarding policies around investment concentration.

Response: The following disclosure was added to the Fund’s prospectus under the heading “Principal Investment
Strategies” during the most recently completed annual update (see post-effective amendment filing on November 27, 2009, for Nuveen Managed Accounts Portfolios Trust, SEC Accession No. 0001193125-09-243275):

 5

 “In addition, the Portfolio may invest a substantial portion of its assets in
mortgage-backed securities, including U.S. agency mortgage-backed securities and commercial mortgage-backed securities.”

In addition, the risk disclosure discussing the risk related to mortgage-backed securities has been revised to indicate that a substantial
portion of the fund’s assets may be invested in such securities.

9)
Comment: In the semi-annual report dated March 31, 2009, for Nuveen High Yield Bond Fund, the Statement of Operations shows a $9.4 million
loss from an interest rate swap. When we reviewed the prospectus for that fund, we did not see the expected high level of disclosure about the risks associated with the fund’s significant exposure to derivatives in general and specifically to
interest rate swaps. Please explain how you intend to enhance the prospectus disclosure about the fund’s use of derivatives and the risks associated therewith, or alternatively explain why such enhancements to the existing disclosure is not
necessary.

 Response: Disclosure regarding the fund’s use of derivatives and the risks
associated therewith was enhanced during the fund’s most recently completed annual update (see post-effective amendment filing on February 1, 2010, for Nuveen Investment Trust III, SEC Accession No. 0001193125-10-017408). The two
paragraphs below appear in the fund’s summary prospectus dated January 30, 2010, and are marked to show changes from the prior year’s prospectus dated January 30, 2009:

“In an effort to hedge risk, enhance returns, or as a substitute for a position in the underlying asset, the fund also may invest in
futures, options, interest rate or total return swaps, credit derivatives or other fixed income derivative instruments. In doing so, the fund may, in certain circumstances, invest a substantial portion of its assets in such
derivative instruments.”

 “The fund may, in certain circumstances, invest a substantial portion of its assets
in derivative instruments, incl

CORRESP
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filename1.htm

corresp

JENNIFER M. GOODMAN

312-609-7732

jgoodman@vedderprice.com

May 16, 2008

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Jim O’Connor

    Re:

    Nuveen New York Dividend Advantage Municipal Fund, Nuveen New York Dividend
Advantage Municipal Fund 2, Nuveen New York Investment Quality Municipal Fund, Inc.,
Nuveen New York Municipal Value Fund, Inc., Nuveen New York Performance Plus
Municipal Fund, Inc., Nuveen New York Quality Income Municipal Fund, Inc., Nuveen New
York Select Quality Municipal Fund, Inc., Nuveen Insured Dividend Advantage Municipal
Fund, Nuveen Insured Municipal Opportunity Fund, Inc., Nuveen Insured Premium Income
Municipal Fund 2, Nuveen Insured Quality Municipal Fund, Inc., Nuveen Insured
Tax-Free Advantage Municipal Fund, Nuveen Insured New York Dividend Advantage
Municipal Fund, Nuveen Insured New York Premium Income Municipal Fund, Inc., Nuveen
Insured New York Tax-Free Advantage Municipal Fund, Nuveen Premier Insured Municipal
Income Fund, Inc., Nuveen Core Equity Alpha Fund, Nuveen Real Estate Income Fund,
Nuveen Diversified Dividend and Income Fund, Nuveen Equity Premium and Growth Fund,
Nuveen Equity Premium Advantage Fund, Nuveen Equity Premium Income Fund, Nuveen
Equity Premium Opportunity Fund, Nuveen Quality Preferred Income Fund, Nuveen Quality
Preferred Income Fund 2, Nuveen Quality Preferred Income Fund 3, Nuveen
Tax-Advantaged Total Return Strategy Fund, Nuveen Tax-Advantaged Dividend Growth
Fund, Nuveen Global Government Enhanced Income Fund, Nuveen Global Value
Opportunities Fund, Nuveen Multi-Currency Short-Term Government Income Fund, Nuveen
Multi-Strategy Income and Growth Fund and Nuveen Multi-Strategy Income and Growth
Fund 2

    (each a “Registrant” or a “Fund”)

To the Commission:

     On behalf of each above Registrant, this letter is in response to the comment you provided on
May 5, 2008 during our telephone conference regarding the preliminary proxy of each Registrant
filed on [or about] April 25, 2008.

     Comment: With respect to the expenses of proxy solicitation for the change in fundamental
polices, please explain why the expenses are being borne by the Funds, as contrasted to the
proposals that
are set forth in the preliminary proxy statement filed on April 25, 2008 by other Nuveen
registrants that are being, in part, paid for by the investment adviser of those funds.

Securities and Exchange Commission

May 16, 2008

Page 2

     Response: The Board of Trustees/Directors of each Fund (the “Boards”) determined that the
expenses of proxy solicitation for the proposals relating to the change in fundamental policies
should be borne by the Funds because each Board believed that such changes would be beneficial to
the shareholders by enhancing the Fund’s ability to meet its investment objective and also allowing
the Fund to be fully invested. In contrast, the proposals presented in the proxy statement with
respect to the other Nuveen funds, filed on April 25, 2008 are, in part, being paid for by the
investment adviser of those funds pursuant to an understanding negotiated between the investment
adviser and the Boards of those funds. The Boards felt that the investment adviser would also
benefit from the proposals to change the structure of those funds because it would be an improved
investment product and thus more assets would likely be gained.

    Sincerely,

    /s/ Jennifer M. Goodman

    Jennifer M. Goodman

Nuveen Investments, Inc.

333 West Wacker Drive

Chicago, Illinois 60606

May 15, 2008

VIA EDGAR

Securities and Exchange Commission

Division of Investment Management

100 F Street, NE

Washington, D.C. 20549

    Re:

    Definitive Proxy Materials and Proxy Statement Files Nos.:

    Nuveen New York Dividend Advantage Municipal Fund (811-09135), Nuveen New York
Dividend Advantage Municipal Fund 2 (811-10253), Nuveen New York Investment
Quality Municipal Fund, Inc. (811-06718), Nuveen New York Municipal Value Fund,
Inc. (811-05238), Nuveen New York Performance Plus Municipal Fund, Inc.
(811-05931), Nuveen New York Quality Income Municipal Fund, Inc. (811-06424),
Nuveen New York Select Quality Municipal Fund, Inc. (811-06295), Nuveen Insured
Dividend Advantage Municipal Fund (811-09475), Nuveen Insured Municipal
Opportunity Fund, Inc. (811-06379), Nuveen Insured Premium Income Municipal Fund 2
(811-07792), Nuveen Insured Quality Municipal Fund, Inc. (811-06206), Nuveen
Insured Tax-Free Advantage Municipal Fund (811-21213), Nuveen Insured New York
Dividend Advantage Municipal Fund (811-09473), Nuveen Insured New York Premium
Income Municipal Fund, Inc. (811-06619), Nuveen Insured New York Tax-Free
Advantage Municipal Fund (811-21211), Nuveen Premier Insured Municipal Income
Fund, Inc. (811-06457), Nuveen Core Equity Alpha Fund (811-22003), Nuveen Real
Estate Income Fund (811-10491), Nuveen Diversified Dividend and Income Fund
(811-21407), Nuveen Equity Premium and Growth Fund (811-21809), Nuveen Equity
Premium Advantage Fund (811-21731), Nuveen Equity Premium Income Fund (811-21619),
Nuveen Equity Premium Opportunity Fund (811-21674), Nuveen Quality Preferred
Income Fund (811-21802), Nuveen Quality Preferred Income Fund 2 (811-21137),
Nuveen Quality Preferred Income Fund 3 (811-21242), Nuveen Tax-Advantaged Total
Return Strategy Fund (811-21471), Nuveen Tax-Advantaged Dividend Growth Fund
(811-22058), Nuveen Global Government Enhanced Income Fund (811-21893), Nuveen
Global Value Opportunities Fund (811-21903), Nuveen Multi-Currency Short-Term
Government Income Fund (811-22018), Nuveen Multi-Strategy Income and Growth Fund
(811-21293) and Nuveen Multi-Strategy Income and Growth Fund 2 (811-21333) (each a
“Registrant”).

Ladies and Gentlemen:

     This letter is provided to the Securities and Exchange Commission (the “Commission”) in
connection with a response being made on behalf of the Registrant to comments that you provided
with respect to the Registrant’s preliminary proxy statement filed with the Commission on or about
April 25, 2008.

VIA EDGAR

Securities and Exchange Commission

May 15, 2008

Page 2

     The Registrant acknowledges that the adequacy and accuracy of the disclosure in the filings is
the responsibility of the Registrant. The Registrant acknowledges that any comments or changes to
disclosure in the filings reviewed by the Commission staff, acting pursuant to delegated authority,
do not foreclose the Commission from taking any action with respect to the filings and the
Registrant represents that it will not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

Nuveen Investments, Inc.

    By:
    /s/ Kevin J. McCarthy

    Kevin J. McCarthy

    Vice President and Secretary