BXMX Nuveen S&P 500 Buy Write Income Fund

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number		811-21619

Nuveen S&P 500 Buy-Write Income Fund

 

(Exact name of registrant as specified in charter)

Nuveen Investments

333 West Wacker Drive

Chicago, IL 60606

 

(Address of principal executive offices) (Zip code)

Mark L. Winget

Nuveen Investments

333 West Wacker Drive

Chicago, IL 60606

 

(Name and address of agent for service)

Registrant’s telephone number, including area code:    (312) 917-7700                        

Date of fiscal year end:    December 31                                

Date of reporting period:    December 31, 2023                   

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507.

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ITEM 1. REPORTS TO STOCKHOLDERS.

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				Closed-End Funds				December 31, 2023

 Nuveen

 Closed-End Funds

 

 

Annual

Report

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IMPORTANT DISTRIBUTION NOTICE

FOR SHAREHOLDERS OF THE NUVEEN S&P 500 BUY-WRITE INCOME FUND (BXMX)

NUVEEN DOW 30SM DYNAMIC OVERWRITE FUND (DIAX)

NUVEEN S&P 500 DYNAMIC OVERWRITE FUND (SPXX)

NUVEEN NASDAQ 100 DYNAMIC OVERWRITE FUND (QQQX)

NUVEEN CORE EQUITY ALPHA FUND (JCE)

SEMI-ANNUAL SHAREHOLDER REPORT FOR THE PERIOD ENDING DECEMBER 31, 2023

The Nuveen S&P 500 Buy-Write Income Fund (BXMX), Nuveen Dow 30SM Dynamic Overwrite Fund (DIAX), Nuveen S&P 500 Dynamic Overwrite Fund (SPXX), Nuveen Nasdaq 100 Dynamic Overwrite Fund (QQQX) and Nuveen Core Equity Alpha Fund (JCE) seek to offer attractive cash flow to their shareholders, by converting the expected long-term total return potential of the Funds’ portfolio of investments into regular quarterly distributions. Following is a discussion of the Managed Distribution Policy the Funds use to achieve this.

Each Fund pays quarterly common share distributions that seek to convert the Fund’s expected long-term total return potential into regular cash flow. As a result, the Funds’ regular common share distributions (presently $0.2365, $0.2867, $0.2940, $0.4200, $0.3200 per share, respectively) may be derived from a variety of sources, including:

· Net investment income consisting of regular interest and dividends

· Realized capital gains or,

· Possibly, returns of capital representing in certain cases unrealized capital appreciation.

Such distributions are sometimes referred to as “managed distributions.” Each Fund seeks to establish a distribution rate that roughly corresponds to the Adviser’s projections of the total return that could reasonably be expected to be generated by each Fund over an extended period of time. The Adviser may consider many factors when making such projections, including, but not limited to, long-term historical returns for the asset classes in which each Fund invests. As portfolio and market conditions change, the distribution amount and distribution rate on the Common Shares under the Funds’ Managed Distribution Policy could change.

When it pays a distribution, each Fund provides holders of its Common Shares a notice of the estimated sources of the Fund’s distributions (i.e., what percentage of the distributions is estimated to constitute ordinary income, short-term capital gains, long-term capital gains, and/or a non-taxable return of capital) on a year-to-date basis. It does this by posting the notice on its website (www.nuveen.com/cef), and by sending it in written form.

You should not draw any conclusions about the Funds’ investment performance from the amount of this distribution or from the terms of the Funds’ Managed Distribution Policy. The Funds’ actual financial performance will likely vary from month-to-month and from year-to-year, and there may be extended periods when the distribution rate will exceed the Funds’ actual total returns. The Managed Distribution Policy provides that the Board may amend or terminate the Policy at any time without prior notice to Fund shareholders. There are presently no reasonably foreseeable circumstances that might cause each Fund to terminate its Managed Distribution Policy.

 

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Table of Contents

 

Letter to Shareholders			4
Important Notices			5
Portfolio Managers’ Comments			6
Common Share Information			11
About the Funds’ Benchmarks			14
Performance Overview and Holding Summaries			16
Report of Independent Registered Public Accounting Firm			29
Portfolios of Investments			30
Statement of Assets and Liabilities			64
Statement of Operations			65
Statement of Changes in Net Assets			66
Financial Highlights			70
Notes to Financial Statements			74
Shareholder Update			87
Important Tax Information			113
Additional Fund Information			115
Glossary of Terms Used in this Report			116
Board Members & Officers			117

 

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Letter to Shareholders

 

		Dear Shareholders,
		Financial markets spent the past year focused on the direction of inflation and whether policy makers would be able to deliver a soft landing in their economies. After more than a year and a half of interest rate increases by the U.S. Federal Reserve (Fed) and other central banks, financial conditions have tightened and inflation rates have cooled considerably. The Fed increased the target fed funds rate from near zero in March 2022 to a range of 5.25% to 5.50% at its latest increase in July 2023, then left the rate unchanged through January 2024. At its December 2023 policy meeting, the Fed acknowledged the fed funds rate may have reached its peak, and then in January 2024 removed the suggestion that another hike was possible. But current inflation rates remain above central banks’ targets, and the trajectory from here is difficult to predict given that monetary policy acts on the economy with long and variable lags.
		Surprisingly, economies were relatively resilient for much of 2023. The “most predicted recession” did not materialize in the U.S. during 2023, while U.K. and European economic growth had begun to show signs of stagnation or decline in the second half of the year. U.S. gross domestic product rose 3.3% in the fourth quarter of 2023, slower than 4.9% in the third quarter but still ahead of 2.1% in the second quarter and 2.0% in the first quarter. For 2023 overall, GDP grew 2.5% (from the 2022 annual level to the 2023 annual level), compared to 1.9% in 2022. Much of the growth was driven by a relatively strong jobs market, which kept consumer sentiment and spending elevated despite long-term interest rates nearing multi-year highs, a series of U.S. regional bank failures and shocks from flaring geopolitical tensions.
		While central banks are likely nearing the end of this interest rate hiking cycle, there are still upside risks to inflation and downside risks to the economy. Some labor market and consumer indicators are softening. Government funding and deficits remain a concern, especially as the U.S. election year gets underway. The markets will continue to try to anticipate monetary policy shifts as the Fed evaluates incoming data and adjusts its rate setting activity on a meeting-by-meeting basis. Geopolitical risks – from relations with China, to wars in Europe and the Middle East – also expand the range of outcomes from economies and markets around the world. All these uncertainties, and others, will remain sources of short-term market volatility. In this environment, Nuveen remains committed to filtering the market noise for investable opportunities that ultimately serve long-term investment objectives. Maintaining a long-term perspective is also important for investors, and we encourage you to review your time horizon, risk tolerance and investment goals with your financial professional.
		On behalf of the other members of the Nuveen Fund Board, we look forward to continuing to earn your trust in the months and years ahead.
		Terence J. Toth
		Co-Chair of the Board
		February 22, 2024

 

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Important Notices

 

Portfolio Manager Update for BXMX

Effective June 30, 2023, Mitchell Trotta was added as a portfolio manager of the Fund. There were no other changes to the portfolio management of the Fund during the reporting period.

 

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Portfolio Managers’ Comments

 

Nuveen S&P 500 Buy-Write Income Fund (BXMX)

Nuveen Dow 30^SM Dynamic Overwrite Fund (DIAX)

Nuveen S&P 500 Dynamic Overwrite Fund (SPXX)

Nuveen Nasdaq 100 Dynamic Overwrite Fund (QQQX)

Nuveen Core Equity Alpha Fund (JCE)

The Nuveen S&P 500 Buy-Write Income Fund (BXMX) features portfolio management by Gateway Investment Advisers, LLC (Gateway). The Fund’s portfolio managers are Kenneth Toft, CFA, Michael Buckius, CFA, Daniel Ashcraft, CFA, and Mitchell Trotta, CFA. The Nuveen Dow 30^SM Dynamic Overwrite Fund (DIAX), Nuveen S&P 500 Dynamic Overwrite Fund (SPXX) and Nuveen Nasdaq 100 Dynamic Overwrite Fund (QQQX) feature portfolio management by Nuveen Asset Management, LLC (NAM), an affiliate of Nuveen Fund Advisors, LLC, the Funds’ investment adviser. The Funds’ portfolio managers are David Friar, James (Jim) Campagna, CFA, Lei Liao, CFA and Darren Tran, CFA. The Nuveen Core Equity Fund (JCE) features portfolio management by Nuveen Asset Management, LLC (NAM), an affiliate of Nuveen Fund Advisors, LLC, the Fund’s investment adviser. The Fund’s portfolio managers are David Friar, Maxim Kozlov, CFA, and Pei Chen.

Effective June 30, 2023, Mitchell Trotta was added as a portfolio manager of the Nuveen S&P 500 Buy-Write Income Fund. Michael Buckius, Kenneth Toft and Daniel Ashcraft continue to serve as portfolio managers of the Fund.

Here the Funds’ portfolio management teams review U.S. economic and financial market conditions, key investment strategies and the performance of the Funds for the twelve-month reporting period ended December 31, 2023. For more information on the Funds’ investment objectives and policies, please refer to the Shareholder Update section at the end of the report.

What factors affected the U.S. economy and financial markets during the twelve-month reporting period ended December 31, 2023?

The U.S. economy performed better than expected despite persistent inflationary pressure and rising interest rates during the twelve-month period ended December 31, 2023. Gross domestic product rose at an annualized rate of 3.3% in the fourth quarter of 2023, after sharply accelerating to 5.2% (annualized) in third quarter of 2023, according to the U.S. Bureau of Economic Analysis initial estimate. For the year as a whole, GDP was up 2.5% (from the 2022 annual level to the 2023 annual level), compared with an increase of 1.9% in 2022. During the reporting period, price pressures eased in comparison to 2022 given normalization in supply chains, falling energy prices and aggressive measures by the U.S. Federal Reserve (Fed) and other global central banks to tighten financial conditions and slow demand in their economies. Nevertheless, during the reporting period inflation levels remained higher than central banks’ target levels.

The Fed raised its target fed funds rate four times during the reporting period, bringing it to a range of 5.25% to 5.50% as of July 2023 and voting to hold it at that level at its remaining meetings in 2023. During the beginning of the reporting period, the Fed’s activity led to significant volatility in bond and stock markets, given the uncertainty of how rising interest rates would affect the economy. One of the most highly visible impacts occurred in the U.S. regional banking sector in March 2023, when Silicon Valley Bank, Signature Bank, First Republic Bank and Silvergate Bank failed. In the same month, Swiss bank UBS agreed to buy Credit Suisse, which was considered vulnerable in the current environment. The Fed’s monetary tightening policy also contributed to an increase in the U.S. dollar’s value relative to major world currencies, which acts as a headwind to the profits of international companies and U.S. domestic companies with overseas earnings.

During the reporting period, elevated inflation and higher borrowing costs weighed on some segments of the economy, including the real estate market. Consumer spending, however, has remained more resilient than expected, in part because of a still-strong labor market, another key gauge of the economy’s health. As of December 2023, the unemployment rate was 3.7%, near its pre-pandemic low, with monthly job growth continuing to moderate. The strong labor market and wage gains helped the U.S. economy during the reporting period, even as the Fed sought to soften job growth to help curb inflation pressures.

During the reporting period, investors also continued to monitor government funding and deficits. The U.S. government avoided a default scenario after approving an increase to the debt ceiling limit in June 2023. At the same time, the potential for a government shutdown loomed but was ultimately avoided with funding resolutions passed in September and November 2023. Notably, in August 2023, ratings agency Fitch downgraded U.S. debt from AAA to AA+ based on concerns about the U.S.’s growing fiscal debt and reduced confidence in fiscal management.

 

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Nuveen S&P 500 Buy-Write Income Fund (BXMX)

What key strategies were used to manage the Fund during the twelve-month reporting period ended December 31, 2023?

BXMX seeks attractive total return with less volatility than the S&P 500^® Index by investing in an equity portfolio that seeks to substantially replicate the price movements of the S&P 500^® Index and by selling index call options covering approximately 100% of the Fund’s equity portfolio value with a goal of enhancing the portfolio’s risk-adjusted returns.

The writing of index call options on a broad equity index, while investing in a portfolio of equities, has the potential to enhance BXMX’s risk-adjusted returns while exposing the Fund to less risk than unhedged equity investments. Hedging the equity portfolio with index call options may limit the Fund’s participation in market advances in exchange for the cash premium received for the written index call options. Conversely, market declines are typically buffered by the amount of the cash premium received by the Fund. In flat or declining markets, BXMX’s call option premium can potentially enhance total return relative to the S&P 500^® Index. However, in rising markets, the call options may reduce the Fund’s total return relative to the S&P 500^® Index.

During the reporting period, the portfolio management team focused on opportunities in the written index call option portfolio. The portfolio management team took advantage of elevated implied volatility levels that drove the availability of above-average premiums. These premiums helped to offset a material portion of losses during equity market declines and offered a high level of market participation during periods of strength.

How did the Fund perform during the twelve-month reporting period ended December 31, 2023?

For the twelve-month reporting period ended December 31, 2023, BXMX significantly outperformed the Chicago Board Options Exchange (Cboe) S&P 500^® BuyWrite Index (BXM^SM). For purposes of this Performance Commentary, references to relative performance are in comparison to the BXM^SM.

The Fund’s options portfolio outperformed the options component of the BXM^SM during the reporting period. The portfolio management team’s active adjustments to the Fund’s index call option portfolio were particularly beneficial during periods when the equity market outperformed the BXM^SM. Specifically, the Fund’s options portfolio significantly outperformed the BXM^SM during the equity market’s rapid market advance from mid-March to the end of July 2023 and outperformed the BXM^SM to a lesser extent during the equity market advance from the end of October through December 2023. Additionally, the Fund’s options portfolio outperformed the BXM^SM during one of the period’s equity market declines from the end of July through the end of October 2023. However, the options portfolio underperformed the BXM^SM during the other market decline from early February through mid-March 2023. The risk level of the Fund, as measured by its standard deviation of daily return, was much lower than that of the U.S. equity market and slightly above the BXM^SM over the reporting period.

The Fund’s equity portfolio also outperformed the equity component of the BXM^SM during the reporting period. Key drivers of the equity portfolio’s outperformance included stock selection in the information technology, consumer staples and communication services sectors. However, the role of the equity portfolio is to support the option strategy by closely tracking the S&P 500^® Index, so enhancing its return through fundamental stock selection or sector allocation is not a management objective. Relative performance of the equity portfolio may fluctuate during the short term but is expected to be in line with the S&P 500^® Index over longer timeframes.

Nuveen Dow 30^SM Dynamic Overwrite Fund (DIAX)

What key strategies were used to manage the Fund during the twelve-month reporting period ended December 31, 2023?

DIAX seeks attractive total return with less volatility than the Dow Jones Industrial Average Index (DJIA) by investing in an equity portfolio that seeks to substantially replicate the price movements of the DJIA, as well as selling call options on 35% to 75% of the notional value of the Fund’s equity portfolio, with a long-term target of 55% overwrite in an effort to enhance the Fund’s risk-adjusted returns. The portfolio management team uses its proprietary view of the market’s return and volatility profile to dynamically adjust the option overwrite percentage and other factors.

Generally, if the portfolio management team expects the equity market to appreciate, the option overwrite percentage will be reduced to offer more potential upside capture. Likewise, if the portfolio management team expects equity markets to be flat or to decline, the option overwrite percentage may be increased, thus managing the Fund to potentially receive additional cash flow from higher sales of call options. This dynamic option overwrite approach offers the potential for greater equity market upside capture

 

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Portfolio Managers’ Comments (continued)

 

than the full option overwrite approach, while still offering a measure of downside risk management. The Fund currently expects to carry out its principal investment strategy by emphasizing options on broad-based indexes, individual stocks in the DJIA, and options on custom baskets of stocks, in addition to exchange-traded funds (ETFs). The Fund also has the opportunity to utilize call spread strategies and sell put options on a portion of the underlying equity portfolio.

During the reporting period, the portfolio management team varied the core option overwrite level between 39% and 67%. The average option overwrite level during the reporting period, which consisted primarily of calls written on the S&P 500^® Index, was in line with its long-term target.

How did the Fund perform during the twelve-month reporting period ended December 31, 2023?

For the twelve-month reporting period ended December 31, 2023, DIAX underperformed the DIAX Blended Benchmark, which is a blended return consisting of 1) 55% Chicago Board Options Exchange (Cboe) DJIA BuyWrite Index (BXD^SM) and 2) 45% Dow Jones Industrial Average Index (DJIA). For purposes of this Performance Commentary, references to relative performance are in comparison to the DIAX Blended Benchmark.

The primary detractor from the Fund’s relative performance was call options sold on the S&P 500^® Index. The BXD^SM, which is a component of the DIAX Blended Benchmark, sells index call options on the DJIA. Because of its investment policies, the Fund is precluded from selling index call options on the DJIA and instead primarily sold call options on the S&P 500^® Index. This combination detracted from the Fund’s relative performance because the S&P 500^® Index significantly outperformed the DJIA for the reporting period.

Partially offsetting the Fund’s underperformance was the timing of overwrite levels in the Fund’s options portfolio. During the market’s strong advances in January, June and November 2023, the portfolio management team opportunistically lowered the Fund’s level of call selling, which benefited performance. However, this positive contribution was slightly offset by not adding enough options during the September 2023 market pullback.

The portfolio management team was able to generate additional income from selling put options on the S&P 500^® Index, taking advantage of the index’s generally upward trajectory over the year. In addition, the portfolio management team sold calls and bought puts on the Russell 2000 Index, bought and sold single name call options, bought puts and calls on the Chicago Board Options Exchange (Cboe) Volatility Index (the VIX^®), and bought and sold calls and puts on several ETFs, which had a negligible impact on relative performance in 2023.

Nuveen S&P 500 Dynamic Overwrite Fund (SPXX)

What key strategies were used to manage the Fund during the twelve-month reporting period ended December 31, 2023?

SPXX seeks attractive total return with less volatility than the S&P 500^® Index by investing in an equity portfolio that seeks to substantially replicate the price movements of the S&P 500^® Index, as well as selling call options on 35% to 75% of the notional value of the Fund’s equity portfolio, with a long-run target of 55% overwrite in an effort to enhance the Fund’s risk-adjusted returns. The portfolio management team uses its proprietary view of the market’s return and volatility profile to dynamically adjust the option overwrite percentage and other factors. The strategy will consider the Fund’s tax position and employ techniques to improve after-tax shareholder outcomes.

Generally, if the portfolio management team expects the equity market to appreciate, the option overwrite percentage will be reduced to offer more potential upside capture. Likewise, if the portfolio management team expects equity markets to be flat or to decline, the option overwrite percentage may be increased, thus managing the Fund to potentially receive additional cash flow from higher sales of call options. This dynamic option overwrite approach offers the potential for greater equity market upside capture than the full option overwrite approach, while still offering a measure of downside risk management. The Fund currently expects to emphasize index call options on the S&P 500^® Index and can also employ an expanded range of options including index options on other broad-based indexes and options on custom baskets of stocks, in addition to single name options. The Fund also has the opportunity to utilize call spread strategies and sell put options on a portion of the underlying equity portfolio.

During the reporting period, the portfolio management team varied the core option overwrite level between 39% and 54%. The average option overwrite level during the reporting period, which consisted primarily of calls written on the S&P 500^® Index, was in line with its long-term target.

 

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How did the Fund perform during the twelve-month reporting period ended December 31, 2023?

For the twelve-month reporting period ended December 31, 2023, SPXX performed in line with the SPXX Blended Benchmark, which is a blended return consisting of 1) 55% Chicago Board Options Exchange (Cboe) S&P 500^® BuyWrite Index (BXM^SM) and 2) 45% S&P 500^® Index. For the purposes of this Performance Commentary, references to relative performance are in comparison to the SPXX Blended Benchmark.

The Fund’s equity portfolio outperformed the equity component of the SPXX Blended Benchmark over the reporting period. Key drivers of outperformance were stock selection in the financials, consumer staples and communication services sectors. The timing of overwrite levels in the Fund’s options portfolio also contributed to relative results. During the market’s strong advances in January, June and November 2023, the portfolio management team opportunistically lowered the Fund’s level of call selling, which benefited performance. However, this positive contribution was offset by not adding enough options during the September 2023 market pullback. In addition, the portfolio management team sold calls and bought puts on the Russell 2000 Index, sold call and put options on the S&P 500^® Index, bought and sold single name call options, bought puts and calls on the Chicago Board Options Exchange (Cboe) Volatility Index (the VIX^®), and bought and sold calls and puts on several ETFs, however the impact of these positions on relative performance was minimal.

Nuveen Nasdaq 100 Dynamic Overwrite Fund (QQQX)

What key strategies were used to manage the Fund during the twelve-month reporting period ended December 31, 2023?

QQQX seeks attractive total return with less volatility than the Nasdaq 100^® Index by investing in an equity portfolio that seeks to substantially replicate the price movements of the Nasdaq 100^® Index, as well as selling call options on 35% to 75% of the notional value of the Fund’s equity portfolio, with a long-run target of 55% in an effort to enhance the Fund’s risk-adjusted returns. The portfolio management team uses its proprietary view of the market’s return and volatility profile to dynamically adjust the option overwrite percentage and other factors. The strategy will consider the Fund’s tax position and employ techniques to improve after-tax shareholder outcomes.

Generally, if the portfolio management team expects the equity market to appreciate, the overwrite percentage will be reduced to offer more potential upside capture. Likewise, if the portfolio management team expects equity markets to be flat or to decline, the overwrite percentage may be increased, thus managing the Fund to potentially receive additional cash flow from higher sales of call options. This dynamic option overwrite approach offers potential for greater equity market upside capture than the full overwrite approach, while still offering a measure of downside risk management. The Fund, in carrying out its principal options strategy, expects to primarily write index call options on the Nasdaq 100^® Index and other broad-based indexes and can also write call options on a variety of other equity market indexes and options on custom baskets of stocks, in addition to single name options. The Fund also has the opportunity to utilize call spread strategies and sell put options on a portion of the underlying equity portfolio.

During the reporting period, the portfolio management team varied the core option overwrite level between 38% and 66%. The average option overwrite during the reporting period, which consisted primarily of calls written on the Nasdaq 100^® Index, was in line with its long-term target.

How did the Fund perform during the twelve-month reporting period ended December 31, 2023?

For the twelve-month reporting period ended December 31, 2023, QQQX underperformed the QQQX Blended Benchmark, which is a blended return consisting of 1) 55% Chicago Board Options Exchange (Cboe) Nasdaq 100 BuyWrite Index (BXN^SM) and 2) 45% Nasdaq 100^® Index. For the purposes of this Performance Commentary, references to relative performance are in comparison to the QQQX Blended Benchmark.

The primary detractor from the Fund’s relative performance was the equity portfolio’s return, driven by unfavorable stock selection in the information technology sector. The information technology sector was not only the strongest performing sector in the Nasdaq 100^® Index, but its performance was narrowly led by a small group of mega-cap and artificial intelligence related stocks during the reporting period. Therefore, underweight positions in NVIDIA Corp, Broadcom Inc., and CrowdStrike Holdings Inc., and lack of exposure to Adobe Incorporated detracted from relative performance.

The Fund’s underperformance was partially offset by the timing of overwrite levels in the Fund’s options portfolio. During the market’s strong advances in January, June and November 2023, the portfolio management team opportunistically lowered the

 

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Portfolio Managers’ Comments (continued)

 

Fund’s level of call selling, which benefited performance. However, this positive contribution was slightly offset by not adding enough options during the September 2023 market pullback.

In addition to selling calls on the Nasdaq 100^® Index, the portfolio management team also sold calls and bought puts on the Russell 2000 Index, sold call and put options on the S&P 500^® Index, bought and sold single name call options, bought puts and calls on the Chicago Board Options Exchange (Cboe) Volatility Index (the VIX^®), and bought and sold calls and puts on several ETFs; however, the impact of these positions on relative performance was minimal.

Nuveen Core Equity Alpha Fund (JCE)

What key strategies were used to manage the Fund during the twelve-month reporting period ended December 31, 2023?

JCE seeks to provide an attractive level of total return, primarily through long-term capital appreciation and secondarily through income and gains. The Fund invests in large capitalization common stocks, using a proprietary quantitative process designed to provide the potential for long-term outperformance. The Fund also sells call options with a notional value of up to 50% of the Fund’s equity portfolio in seeking to enhance risk-adjusted performance relative to an all-equity portfolio. The portfolio management team uses its proprietary view of the market’s return and volatility profile to dynamically adjust the option overwrite percentage and other factors.

How did the Fund perform during the twelve-month reporting period ended December 31, 2023?

For the twelve-month reporting period ended December 31, 2023, JCE outperformed the JCE Blended Benchmark, which is a blend of returns consisting of 1) 50% S&P 500^® Index and 2) 50% Chicago Board Options Exchange (Cboe) S&P 500^® BuyWrite Index (BXM^SM). For purposes of this Performance Commentary, references to relative performance are in comparison to the JCE Blended Benchmark.

The primary contributor to relative performance was the timing of overwrite levels in the Fund’s options portfolio. During the market’s strong advances in January, June and November 2023, the portfolio management team opportunistically lowered the Fund’s level of call selling, which benefited performance. However, this positive contribution was slightly offset by not adding enough options during the September 2023 market pullback. Also, the portfolio management team was able to generate additional income from selling put options on the S&P 500^® Index, taking advantage of the index’s generally upward trajectory. In addition, the portfolio management team bought and sold single name options, which added modestly to performance in 2023.

The Fund’s outperformance was partially offset by the equity portfolio’s return, which underperformed the S&P 500^® Index, primarily due to security selection in the health care and information technology and consumer discretionary sectors. Detractors included overweight positions in Pfizer Inc. and Mettler-Toledo International Inc. and underweight positions in NVIDIA Corp, Broadcom Inc., Advanced Micro Devices Inc. and Tesla Inc. As part of the model-driven security selection process, which is designed to select constituents from the S&P 500^® Index and the Russell 1000^® Index, the portfolio management team seeks to minimize tracking error while adhering to tax and concentration rules.

In addition to selling call and put options on the S&P 500^® Index and on single names, the portfolio management team sold calls on the Russell 2000^® Index, bought puts and calls on the Chicago Board Options Exchange (Cboe) Volatility Index (the VIX^®) and sold calls on several ETFs; however, the impact of these positions on relative performance was minimal.

 

 

This material is not intended to be a recommendation or investment advice, does not constitute a solicitation to buy, sell or hold a security or an investment strategy and is not provided in a fiduciary capacity. The information provided does not take into account the specific objectives or circumstances of any particular investor, or suggest any specific course of action. Investment decisions should be made based on an investor’s objectives and circumstances and in consultation with his or her advisors.

Certain statements in this report are forward-looking statements. Discussions of specific investments are for illustration only and are not intended as recommendations of individual investments. The forward-looking statements and other views expressed herein are those of the portfolio managers as of the date of this report. Actual future results or occurrences may differ significantly from those anticipated in any forward-looking statements and the views expressed herein are subject to change at any time, due to numerous market and other factors. The Funds disclaim any obligation to update publicly or revise any forward-looking statements or views expressed herein.

Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this section.

 

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Common Share Information

 

DISTRIBUTION INFORMATION

The following 19(a) Notice presents the Funds’ most current distribution information as of November 30, 2023 as required by certain exempted regulatory relief the Funds have received.

Because the ultimate tax character of your distributions depends on the Funds’ performance for its entire fiscal year (which is the calendar year for the Funds) as well as certain fiscal year-end (FYE) tax adjustments, estimated distribution source information you receive with each distribution may differ from the tax information reported to you on your Funds’ IRS Form 1099 statement.

Each Fund makes regular cash distributions to shareholders of stated dollar amount per share. Subject to approval and oversight by the Board of Trustees, the Fund seeks to maintain a stable distribution level designed to deliver the long-term return potential of 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 each Fund’s investment strategy during the most recent fiscal period 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.

COMMON SHARE DISTRIBUTION INFORMATION – AS OF NOVEMBER 30, 2023

This notice provides shareholders with information regarding fund distributions, as required by current securities laws. You should not draw any conclusions about the Funds’ investment performance from the amount of this distribution or from the terms of the Funds’ Managed Distribution Policy.

The following table provides estimates of the Funds’ distribution sources, reflecting year-to-date cumulative experience through the month-end prior to the latest distribution. The Funds attribute these estimates equally to each regular distribution throughout the year. Consequently, the estimated information as of the specified month-end shown below is for the current distribution, and also represents an updated estimate for all prior months in the year. For all Funds, it is estimated that the Funds have distributed more than their income and net realized capital gains; therefore, a portion of the distributions may be (and is shown below as being estimated to be) a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with “yield” or “income.”

The amounts and sources of distributions set forth below are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend upon the Funds’ investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. Each Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes. More details about the Funds’ distributions and the basis for these estimates are available on www.nuveen.com/cef.

Data as of November 30, 2023

 

						Per Share Estimated Sources of Distribution1																Estimated Percentage of Distributions1
Fund		Per Share Distribution				Net Investment Income				Long- Term Gains				Short- Term Gains				Return of Capital				Net Investment Income				Long- Term Gains				Short- Term Gains				Return of Capital
BXMX (FYE 12/31)
Current Quarter			$0.2365				$0.0285				$0.1414				$0.0441				$0.0225				12.0%				59.8%				18.6%				9.5%
Fiscal YTD			$0.9460				$0.1138				$0.5656				$0.1764				$0.0902				12.0%				59.8%				18.6%				9.5%
DIAX (FYE 12/31)
Current Quarter			$0.2867				$0.0530				$0.0577				$0.0000				$0.1760				18.5%				20.1%				0.0%				61.4%
Fiscal YTD			$1.1468				$0.2120				$0.2308				$0.0000				$0.7040				18.5%				20.1%				0.0%				61.4%
SPXX (FYE 12/31)
Current Quarter			$0.2940				$0.0285				$0.0701				$0.0000				$0.1954				9.7%				23.8%				0.0%				66.4%
Fiscal YTD			$1.1760				$0.1142				$0.2804				$0.0000				$0.7814				9.7%				23.8%				0.0%				66.4%
QQQX (FYE 12/31)
Current Quarter			$0.4200				$0.0000				$0.1097				$0.0258				$0.2845				0.0%				26.1%				6.1%				67.7%
Fiscal YTD			$1.6800				$0.0000				$0.4387				$0.1032				$1.1381				0.0%				26.1%				6.1%				67.7%
JCE (FYE 12/31)
Current Quarter			$0.3200				$0.0154				$0.0068				$0.0000				$0.2978				4.8%				2.1%				0.0%				93.1%
Fiscal YTD			$1.2800				$0.0614				$0.0273				$0.0000				$1.1913				4.8%				2.1%				0.0%				93.1%

¹ Net investment income (NII) is a projection through the end of the current calendar quarter using actual data through the stated month-end date above. Capital gain amounts are as of the stated date above. The estimated per share sources above include an allocation of the NII based on prior year attributions which can be expected to differ from the actual final attributions for the current year.

 

11

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Common Share Information (continued)

 

The following table provides information regarding the Funds’ distributions and total return performance over various time periods. This information is intended to help you better understand whether returns for the specified time periods were sufficient to meet its distributions.

Data as of November 30, 2023

 

																		Annualized								Cumulative
Fund		Inception Date				Quarterly Distribution				Fiscal YTD Distribution				Net Asset Value (NAV)				5-Year Return on NAV				Fiscal YTD Dist Rate on NAV1				Fiscal YTD Return on NAV				Fiscal YTD Dist Rate on NAV1
BXMX			Oct-2004				$0.2365				$0.9460				$13.89				7.40%				6.81%				16.44%				6.81%
DIAX			Apr-2005				$0.2867				$1.1468				$15.96				3.80%				7.19%				4.11%				7.19%
SPXX			Nov-2005				$0.2940				$1.1760				$16.11				7.17%				7.30%				15.06%				7.30%
QQQX			Jan-2007				$0.4200				$1.6800				$24.18				8.99%				6.95%				30.08%				6.95%
JCE			Mar-2007				$0.3200				$1.2800				$13.20				9.33%				9.70%				18.10%				9.70%

¹ As a percentage of 11/30/2023 NAV.

DISTRIBUTION INFORMATION – AS OF DECEMBER 31, 2023

The following tables provides information regarding the Funds’ common share distributions and total return performance for the fiscal year ended December 31, 2023. This information is intended to help you better understand whether the Funds’ returns for the specified time period were sufficient to meet its distributions.

Data as of December 31, 2023

 

						Per Share Sources of Distribution																Percentage of the Distribution
Fund		Per Share Distribution				Net Investment Income				Long-Term Gains				Short-Term Gains				Return of Capital				Net Investment Income				Long-Term Gains				Short-Term Gains				Return of Capital
BXMX
(FYE 12/31)			$0.9460				$0.1129				$0.3980				$0.1763				$0.2588				11.93%				42.07%				18.64%				27.36%
DIAX
(FYE 12/31)			$1.1469				$0.1981				$0.0952				$0.0000				$0.8536				17.27%				8.30%				0.00%				74.43%
SPXX
(FYE 12/31)			$1.1760				$0.1135				$0.6283				$0.0000				$0.4342				9.65%				53.43%				0.00%				36.92%
QQQX
(FYE 12/31)			$1.6800				$0.0000				$1.1145				$0.1032				$0.4623				0.00%				66.34%				6.14%				27.52%
JCE
(FYE 12/31)			$1.2800				$0.0631				$0.0174				$0.0000				$1.1995				4.93%				1.36%				0.00%				93.71%

Data as of December 31, 2023

 

										Annualized
Fund		Inception Date				Net Asset Value (NAV)				1-Year Return on NAV				5-Year Return on NAV				Fiscal YTD Dist Rate on NAV
BXMX			Oct-2004				$13.94				18.84%				9.17%				6.79%
DIAX			Apr-2005				$16.22				7.67%				6.22%				7.07%
SPXX			Nov-2005				$16.29				18.45%				9.67%				7.22%
QQQX			Jan-2007				$24.68				35.03%				11.69%				6.81%
JCE			Mar-2007				$13.28				21.68%				11.94%				9.64%

NUVEEN CLOSED-END FUND DISTRIBUTION AMOUNTS

The Nuveen Closed-End Funds’ monthly and quarterly periodic distributions to shareholders are posted on www.nuveen.com and can be found on Nuveen’s enhanced closed-end fund resource page, which is at https://www.nuveen.com/resource-center-closed-end-funds, along with other Nuveen closed-end fund product updates. To ensure timely access to the latest information, shareholders may use a subscribe function, which can be activated at this web page (https://www.nuveen.com/subscriptions).

COMMON SHARE EQUITY SHELF PROGRAMS

During the current reporting period, SPXX and QQQX were authorized by the Securities and Exchange Commission to issue additional common shares through an equity shelf program (Shelf Offering). Under these programs, the Funds, subject to market conditions, may raise additional capital from time to time in varying amounts and offering methods at a net price at or above each Fund’s NAV per common share. The maximum aggregate offering under these Shelf Offerings are as shown in the accompanying table.

 

		SPXX				QQQX
Maximum aggregate offering			4,993,317				Unlimited

 

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During the current reporting period, QQQX sold common shares through its Shelf Offering at a weighted average premium to their NAV per common share as shown in the accompanying table.

 

		QQQX
Common shares sold through shelf offering			297,524
Weighted average premium to NAV per common share sold			3.84%

Refer to Notes to Financial Statements, for further details of Shelf Offerings and each Fund’s transactions.

COMMON SHARE REPURCHASES

The Funds’ Board of Trustees reauthorized an open-market share repurchase program, allowing each Fund to repurchase and retire an aggregate of up to approximately 10% of its outstanding common shares.

During the current reporting period, the Funds did not repurchase any of their outstanding common shares. As of December 31, 2023, (and since the inception of the Funds’ repurchase programs), each Fund has cumulatively repurchased and retired its outstanding common shares as shown in the accompanying table.

 

		BXMX				DIAX				SPXX				QQQX				JCE
Common shares repurchased and retired			460,238				0				383,763				0				449,800
Common shares authorized for repurchase			10,415,000				3,635,000				1,795,000				4,845,000				1,605,000

OTHER COMMON SHARE INFORMATION

As of December 31, 2023, the Funds’ common share prices were trading at a premium/(discount) to their common share NAVs and trading at an average premium/(discount) to NAV during the current reporting period, as follows:

 

		BXMX				DIAX				SPXX				QQQX				JCE
Common share NAV			$13.94				$16.22				$16.29				$24.68				$13.28
Common share price			$12.83				$14.00				$15.04				$23.15				$13.55
Premium/(Discount) to NAV			(7.96)%				(13.69)%				(7.67)%				(6.20)%				2.03%
Average premium/(discount) to NAV			(3.40)%				(9.51)%				(3.29)%				0.72%				(1.25)%

 

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About the Funds’ Benchmarks

 

Chicago Board Options Exchange (Cboe) Dow Jones Industrial Average (DJIA) BuyWrite Index (BXD^SM): An index designed to measure the performance of a hypothetical buy-write strategy on the Dow Jones Industrial Average. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.

Chicago Board Options Exchange (Cboe) Nasdaq 100 BuyWrite Index (BXN^SM): An index designed to measure the performance of a hypothetical buy-write strategy on the Nasdaq 100^® Index. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.

Chicago Board Options Exchange (Cboe) S&P 500^® BuyWrite Index (BXM^SM): An index designed to measure the performance of a hypothetical buy-write strategy on the S&P 500^® Index. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.

DIAX Blended Benchmark: Consists of: 1) 55% Chicago Board Options Exchange (Cboe) DJIA BuyWrite Index (BXDSM) (defined herein), and 2) 45% Dow Jones Industrial Average Index (DJIA) (defined herein). Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.

Dow Jones Industrial Average Index (DJIA): An index designed to measure the performance of 30 actively traded U.S. large cap stocks. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.

JCE Blended Benchmark: Consists of: 1) 50% S&P 500^® Index (defined herein), and 2) 50% Chicago Board Options Exchange (Cboe) S&P 500^® BuyWrite Index (BXMSM) (defined herein). Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.

Nasdaq 100^® Index: An index that includes 100 of the largest domestic and international non-financial equity securities listed on the Nasdaq Stock Market based on market capitalization. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.

QQQX Blended Benchmark: Consists of: 1) 55% Chicago Board Options Exchange (Cboe) Nasdaq 100 BuyWrite Index (BXNSM) (defined herein), and 2) 45% Nasdaq 100^® Index (defined herein). Index returns assume reinvestment of distributions, but

do not reflect any applicable sales charges or management fees.

S&P 500^® Index: An index generally considered representative of the U.S. equity market. The index includes 500 leading companies and covers approximately 80% of available market capitalization. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.

SPXX Blended Benchmark: Consists of: 1) 55% Chicago Board Options Exchange (Cboe) S&P 500^® BuyWrite Index (BXMSM) (defined herein), and 2) 45% S&P 500^® Index (defined herein). Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.

 

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15

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BXMX		Nuveen S&P 500 Buy-Write Income Fund Performance Overview and Holding Summaries December 31, 2023

Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this section.

Fund Performance*

 

				Total Returns as of December 31, 2023
				Average Annual
		Inception Date		1-Year		5-Year		10-Year
BXMX at Common Share NAV		10/26/04		18.84%		9.17%		7.24%
BXMX at Common Share Price		10/26/04		9.05%		8.60%		7.67%
Cboe S&P 500® BuyWrite Index (BXMSM)		–		11.82%		6.08%		5.58%

*For purposes of Fund performance, relative results are measured against the Cboe S&P 500^® BuyWrite Index (BXMSM).

Performance data shown represents past performance and does not predict or guarantee future results. Current performance may be higher or lower than the data shown. Returns do not reflect the deduction of taxes that shareholders may have to pay on Fund distributions or upon the sale of Fund shares. Returns at NAV are net of Fund expenses, and assume reinvestment of distributions. Comparative index return information is provided for the Fund’s shares at NAV only. Indexes are not available for direct investment.

Daily Common Share NAV and Share Price

 

Growth of an Assumed $10,000 Investment as of December 31, 2023 - Common Share Price

 

 

16

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Holdings Summaries as of December 31, 2023

This data relates to the securities held in the Fund’s portfolio of investments as of the end of the reporting period. It should not be construed as a measure of performance for the Fund itself. Holdings are subject to change.

 

 

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DIAX		Nuveen Dow 30SM Dynamic Overwrite Fund Performance Overview and Holding Summaries December 31, 2023

 

Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this section.

Fund Performance*

 

				Total Returns as of December 31, 2023
				Average Annual
		Inception Date		1-Year		5-Year		10-Year
DIAX at Common Share NAV		4/29/05		7.67%		6.22%		6.62%
DIAX at Common Share Price		4/29/05		(2.18)%		4.60%		6.21%
Dow Jones Industrial Average Index (DJIA)		–		16.18%		12.47%		11.08%
DIAX Blended Benchmark		–		12.42%		9.23%		8.01%

* For purposes of Fund performance, relative results are measured against the DIAX Blended Benchmark. The Fund’s Blended Benchmark consists of: 1) 55% Chicago Board Options Exchange (Cboe) DJIA BuyWrite Index (BXD^SM) and 2) 45% Dow Jones Industrial Average Index (DJIA).

Performance data shown represents past performance and does not predict or guarantee future results. Current performance may be higher or lower than the data shown. Returns do not reflect the deduction of taxes that shareholders may have to pay on Fund distributions or upon the sale of Fund shares. Returns at NAV are net of Fund expenses, and assume reinvestment of distributions. Comparative index return information is provided for the Fund’s shares at NAV only. Indexes are not available for direct investment.

Daily Common Share NAV and Share Price

 

Growth of an Assumed $10,000 Investment as of December 31, 2023 - Common Share Price

 

 

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Holdings Summaries as of December 31, 2023

This data relates to the securities held in the Fund’s portfolio of investments as of the end of the reporting period. It should not be construed as a measure of performance for the Fund itself. Holdings are subject to change.

 

 

 

 

1	See the Portfolio of Investments for the remaining industries/sectors comprising “Other” and not listed in the table above.

 

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SPXX		Nuveen S&P 500 Dynamic Overwrite Fund Performance Overview and Holding Summaries as of December 31, 2023

 

Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this section.

Fund Performance*

 

				Total Returns as of December 31, 2023
				Average Annual
		Inception Date		1-Year		5-Year		10-Year
SPXX at Common Share NAV		11/22/05		18.45%		9.67%		7.38%
SPXX at Common Share Price		11/22/05		0.75%		8.71%		7.95%
S&P 500® Index		–		26.29%		15.69%		12.03%
SPXX Blended Benchmark		–		18.24%		10.42%		8.52%

*For purposes of Fund performance, relative results are measured against the SPXX Blended Benchmark. The Fund’s Blended Benchmark consists of: 1) 55% Chicago Board Options Exchange (Cboe) S&P 500^® BuyWrite Index (BXM^SM) and 2) 45% S&P 500^® Index.

Performance data shown represents past performance and does not predict or guarantee future results. Current performance may be higher or lower than the data shown. Returns do not reflect the deduction of taxes that shareholders may have to pay on Fund distributions or upon the sale of Fund shares. Returns at NAV are net of Fund expenses, and assume reinvestment of distributions. Comparative index return information is provided for the Fund’s shares at NAV only. Indexes are not available for direct investment.

Daily Common Share NAV and Share Price

 

 

20

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Growth of an Assumed $10,000 Investment as of December 31, 2023 - Common Share Price

 

 

21

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Performance Overview and Holdings Summaries December 31, 2023 (continued)

 

Holdings Summaries as of December 31, 2023

This data relates to the securities held in the Fund’s portfolio of investments as of the end of the reporting period. It should not be construed as a measure of performance for the Fund itself. Holdings are subject to change.

 

 

1	See the Portfolio of Investments for the remaining industries/sectors comprising “Other” and not listed in the table above.

 

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QQQX		Nuveen Nasdaq 100 Dynamic Overwrite Fund
		Performance Overview and Holding Summaries as of December 31, 2023

 

Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this section.

Fund Performance*

 

						Total Returns as of December 31, 2023
						Average Annual
		Inception Date				1-Year				5-Year				10-Year
QQQX at Common Share NAV			1/30/07				35.03%				11.69%			10.46%
QQQX at Common Share Price			1/30/07				21.78%				10.62%			10.32%
Nasdaq 100® Index			–				55.13%				22.66%			17.91%
QQQX Blended Benchmark			–				37.22%				14.11%			11.86%

* For purposes of Fund performance, relative results are measured against the QQQX Blended Benchmark. The Fund’s Blended Benchmark consists of: 1) 55% Chicago Board Options Exchange (Cboe) Nasdaq 100 BuyWrite Index (BXN^SM) and 2) 45% Nasdaq 100^® Index.

Performance data shown represents past performance and does not predict or guarantee future results. Current performance may be higher or lower than the data shown. Returns do not reflect the deduction of taxes that shareholders may have to pay on Fund distributions or upon the sale of Fund shares. Returns at NAV are net of Fund expenses, and assume reinvestment of distributions. Comparative index return information is provided for the Fund’s shares at NAV only. Indexes are not available for direct investment.

Daily Common Share NAV and Share Price

 

 

23

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Growth of an Assumed $10,000 Investment as of December 31, 2023 - Common Share Price

 

 

24

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Holdings Summaries as of December 31, 2023

This data relates to the securities held in the Fund’s portfolio of investments as of the end of the reporting period. It should not be construed as a measure of performance for the Fund itself. Holdings are subject to change.

 

 

1	See the Portfolio of Investments for the remaining industries/sectors comprising “Other” and not listed in the table above.

 

25

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JCE		Nuveen Core Equity Alpha Fund
		Performance Overview and Holding Summaries as of December 31, 2023

 

Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this section.

Fund Performance*

 

						Total Returns as of December 31, 2023
						Average Annual
		Inception Date				1-Year				5-Year				10-Year
JCE at Common Share NAV			3/27/07				21.68%				11.94%				8.85%
JCE at Common Share Price			3/27/07				10.60%				13.60%				9.93%
S&P 500® Index			–				26.29%				15.69%				12.03%
JCE Blended Benchmark			–				18.96%				10.90%				8.84%

*For purposes of Fund performance, relative results are measured against the JCE Blended Benchmark. The Fund’s Blended Benchmark consists of: 1) 50% S&P 500^® Index and 2) 50% Chicago Board Options Exchange (Cboe) S&P 500^® BuyWrite Index (BXM^SM).

Performance data shown represents past performance and does not predict or guarantee future results. Current performance may be higher or lower than the data shown. Returns do not reflect the deduction of taxes that shareholders may have to pay on Fund distributions or upon the sale of Fund shares. Returns at NAV are net of Fund expenses, and assume reinvestment of distributions. Comparative index return information is provided for the Fund’s shares at NAV only. Indexes are not available for direct investment.

Daily Common Share NAV and Share Price

 

 

26

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Growth of an Assumed $10,000 Investment as of December 31, 2023 - Common Share Price

 

 

27

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Performance Overview and Holdings Summaries December 31, 2023 (continued)

 

Holdings Summaries as of December 31, 2023

This data relates to the securities held in the Fund’s portfolio of investments as of the end of the reporting period. It should not be construed as a measure of performance for the Fund itself. Holdings are subject to change.

 

 

1	See the Portfolio of Investments for the remaining industries/sectors comprising “Other” and not listed in the table above.

 

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Report of Independent Registered

Public Accounting Firm

 

To the Board of Trustees and Shareholders of Nuveen S&P 500 Buy-Write Income Fund, Nuveen Dow 30SM Dynamic Overwrite Fund, Nuveen S&P 500 Dynamic Overwrite Fund, Nuveen Nasdaq 100 Dynamic Overwrite Fund and Nuveen Core Equity Alpha Fund

Opinions on the Financial Statements

We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of Nuveen S&P 500 Buy-Write Income Fund, Nuveen Dow 30SM Dynamic Overwrite Fund, Nuveen S&P 500 Dynamic Overwrite Fund, Nuveen Nasdaq 100 Dynamic Overwrite Fund and Nuveen Core Equity Alpha Fund (hereafter collectively referred to as the “Funds”) as of December 31, 2023, the related statements of operations for the year ended December 31, 2023, the statements of changes in net assets for each of the two years in the period ended December 31, 2023, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2023 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of December 31, 2023, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period ended December 31, 2023 and each of the financial highlights for each of the five years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinions

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2023 by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinions.

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois

February 28, 2024

We have served as the auditor of one or more investment companies in Nuveen Funds since 2002.

 

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BXMX		Nuveen S&P 500 Buy-Write Income Fund
		Portfolio of Investments December 31, 2023

 

Shares				Description (a)		Value
				LONG-TERM INVESTMENTS - 99.6%
				COMMON STOCKS - 99.6% (b)
				Automobiles & Components - 2.1%
277,036				Ford Motor Co		$	3,377,069
50,606				Gentex Corp			1,652,792
9,851		(c)		Goodyear Tire & Rubber Co/The			141,066
103,640		(c)		Tesla Inc			25,752,467
				Total Automobiles & Components			30,923,394
				Banks - 3.4%
319,502				Bank of America Corp			10,757,632
90,578				Citigroup Inc			4,659,332
26,341				Comerica Inc			1,470,091
106,516				Fifth Third Bancorp			3,673,737
51,859				First Horizon Corp			734,324
128,335				JPMorgan Chase & Co			21,829,784
148,632				KeyCorp			2,140,301
18,266				M&T Bank Corp			2,503,903
31,763				Zions Bancorp NA			1,393,443
				Total Banks			49,162,547
				Capital Goods - 5.6%
17,715				Allegion plc			2,244,313
31,219		(c)		Boeing Co/The			8,137,545
29,025				Caterpillar Inc			8,581,822
64,570				CNH Industrial NV			786,463
46,441				Emerson Electric Co			4,520,102
8,843				Ferguson PLC			1,707,318
5,450				Fortune Brands Innovations Inc			414,963
44,459				General Electric Co			5,674,302
31,851				Graco Inc			2,763,393
9,566				HEICO Corp			1,711,070
44,930				Honeywell International Inc			9,422,270
8,860				Hubbell Inc			2,914,320
43,726				Masco Corp			2,928,767
9,120				Northrop Grumman Corp			4,269,437
51,863				Otis Worldwide Corp			4,640,183
15,767				Parker-Hannifin Corp			7,263,857
99,428				Raytheon Technologies Corp			8,365,872
10,242				Rockwell Automation Inc			3,179,936
10,383				Timken Co/The			832,197
4,597				Woodward Inc			625,790
				Total Capital Goods			80,983,920
				Commercial & Professional Services - 1.5%
28,578				Automatic Data Processing Inc			6,657,817
9,115				Booz Allen Hamilton Holding Corp			1,165,900
29,484		(c)		CoStar Group Inc			2,576,607
9,803				ManpowerGroup Inc			779,044
15,652				SS&C Technologies Holdings Inc			956,494
11,679				TransUnion			802,464
14,343				Waste Connections Inc			2,140,979
37,983				Waste Management Inc			6,802,755
				Total Commercial & Professional Services			21,882,060

 

30

---

 

 

Shares				Description (a)		Value
				Consumer Discretionary Distribution & Retail - 6.0%
345,650		(c)		Amazon.com Inc		$	52,518,061
8,358				American Eagle Outfitters Inc			176,855
37,972				Best Buy Co Inc			2,972,448
2,461		(c)		Burlington Stores Inc			478,615
4,252				Dick’s Sporting Goods Inc			624,832
4,736		(c)		Five Below Inc			1,009,526
50,051				Home Depot Inc/The			17,345,174
15,200				JD.com Inc, ADR			439,128
41,932				LKQ Corp			2,003,930
29,953				Lowe’s Cos Inc			6,666,040
12,760				Macy’s Inc			256,731
173		(c)		MercadoLibre Inc			271,877
16,563				Nordstrom Inc			305,587
4,728		(c)		Ulta Beauty Inc			2,316,673
				Total Consumer Discretionary Distribution & Retail			87,385,477
				Consumer Durables & Apparel - 1.0%
32,919				KB Home			2,056,121
6,689				Kontoor Brands Inc			417,527
5,984		(c)		Lululemon Athletica Inc			3,059,559
25,861		(c)		Mattel Inc			488,256
46,591				NIKE Inc, Class B			5,058,385
6,048				Polaris Inc			573,169
6,575		(c)		TopBuild Corp			2,460,759
				Total Consumer Durables & Apparel			14,113,776
				Consumer Services - 2.0%
2,100		(c)		Booking Holdings Inc			7,449,162
29,264				Marriott International Inc/MD, Class A			6,599,325
28,877				McDonald’s Corp			8,562,319
16,077				Restaurant Brands International Inc			1,256,096
51,807				Starbucks Corp			4,973,990
7,792				Yum China Holdings Inc			330,615
				Total Consumer Services			29,171,507
				Consumer Staples Distribution & Retail - 1.9%
4,507				Casey’s General Stores Inc			1,238,253
22,194				Costco Wholesale Corp			14,649,816
33,364				Target Corp			4,751,701
15,913		(c)		US Foods Holding Corp			722,609
34,973				Walmart Inc			5,513,493
				Total Consumer Staples Distribution & Retail			26,875,872
				Energy - 3.8%
44,283				Cenovus Energy Inc			737,312
8,394				Cheniere Energy Inc			1,432,940
77,267				Chevron Corp			11,525,146
9,675		(c)		CNX Resources Corp			193,500
64,103				ConocoPhillips			7,440,435
3,176				Enbridge Inc			114,399
166,691				Exxon Mobil Corp			16,665,766
82,234				Halliburton Co			2,972,759
25,709				Hess Corp			3,706,209
30,656				Marathon Petroleum Corp			4,548,124
21,104				Ovintiv Inc			926,888
77,600				Schlumberger NV			4,038,304
19,719				TC Energy Corp			770,816
				Total Energy			55,072,598

 

31

---

BXMX		Nuveen S&P 500 Buy-Write Income Fund (continued)
		Portfolio of Investments December 31, 2023

 

Shares				Description (a)		Value
				Equity Real Estate Investment Trusts (REITs) - 2.0%
123,237				American Homes 4 Rent, Class A		$	4,431,603
29,177				American Tower Corp			6,298,731
17,121				Apartment Income REIT Corp			594,612
23,114		(c)		Apartment Investment and Management Co, Class A			180,983
55,269				CubeSmart			2,561,718
41,595				Equity Commonwealth			798,624
76,284				Gaming and Leisure Properties Inc			3,764,615
115,870				Invitation Homes Inc			3,952,326
19,823				LXP Industrial Trust			196,644
8,339				Sabra Health Care REIT Inc			118,998
11,688				Sun Communities Inc			1,562,101
142,164				Weyerhaeuser Co			4,943,042
				Total Equity Real Estate Investment Trusts (REITs)			29,403,997
				Financial Services - 8.1%
26,095				Annaly Capital Management Inc			505,460
81,706		(c)		Berkshire Hathaway Inc, Class B			29,141,262
20,528		(c)		Block Inc			1,587,841
53,704				Brookfield Corp			2,154,604
71,247				Charles Schwab Corp/The			4,901,794
23,102				CME Group Inc			4,865,281
42,085				Discover Financial Services			4,730,354
44,488				Intercontinental Exchange Inc			5,713,594
53,398				Jefferies Financial Group Inc			2,157,813
27,800				KKR & Co Inc			2,303,230
4,247				LPL Financial Holdings Inc			966,702
27,428				Mastercard Inc, Class A			11,698,316
48,313				MGIC Investment Corp			931,958
63,058				Morgan Stanley			5,880,159
2,104				Morningstar Inc			602,249
8,344				MSCI Inc			4,719,784
72,467		(c)		PayPal Holdings Inc			4,450,198
19,659				S&P Global Inc			8,660,183
89,957				SLM Corp			1,719,978
75,786				Visa Inc, Class A			19,730,885
				Total Financial Services			117,421,645
				Food, Beverage & Tobacco - 2.6%
107,234				Altria Group Inc			4,325,819
13,365				British American Tobacco PLC, Sponsored ADR			391,461
229,003				Coca-Cola Co/The			13,495,147
33,408				Coca-Cola Europacific Partners PLC			2,229,650
21,845				Hormel Foods Corp			701,443
51,527				Keurig Dr Pepper Inc			1,716,880
132,012				Mondelez International Inc, Class A			9,561,629
80,074		(c)		Monster Beverage Corp			4,613,063
12,100		(c)		Post Holdings Inc			1,065,526
				Total Food, Beverage & Tobacco			38,100,618
				Health Care Equipment & Services - 5.4%
96,418				Abbott Laboratories			10,612,729
30,067				Alcon Inc			2,348,834
116,361		(c)		Boston Scientific Corp			6,726,829
18,081				Cigna Group/The			5,414,355
54,401				CVS Health Corp			4,295,503
14,592				Elevance Health Inc			6,881,004
34,740				GE HealthCare Technologies Inc			2,686,097
16,250				HCA Healthcare Inc			4,398,550

 

32

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Shares				Description (a)		Value
				Health Care Equipment & Services (continued)
8,853		(c)		IDEXX Laboratories Inc		$	4,913,858
99,846				Medtronic PLC			8,225,313
40,367				UnitedHealth Group Inc			21,252,015
638		(c)		Veeva Systems Inc, Class A			122,828
				Total Health Care Equipment & Services			77,877,915
				Household & Personal Products - 1.4%
15,340		(c)		BellRing Brands Inc			850,296
131,517				Procter & Gamble Co/The			19,272,501
6,327				Spectrum Brands Holdings Inc			504,705
				Total Household & Personal Products			20,627,502
				Insurance - 2.0%
28,004				Allstate Corp/The			3,920,000
34,937				Arthur J Gallagher & Co			7,856,633
37,130				CNO Financial Group Inc			1,035,927
23,577				Fidelity National Financial Inc			1,202,898
38,545				Hartford Financial Services Group Inc/The			3,098,247
9,393				Lincoln National Corp			253,329
3,360				RenaissanceRe Holdings Ltd			658,560
32,951				Travelers Cos Inc/The			6,276,836
71,665				W R Berkley Corp			5,068,149
				Total Insurance			29,370,579
				Materials - 2.6%
9,313				Avery Dennison Corp			1,882,716
74,375				Barrick Gold Corp			1,345,444
16,669				Chemours Co/The			525,740
52,881				Corteva Inc			2,534,057
7,888				Crown Holdings Inc			726,406
93,269				Dow Inc			5,114,872
23,362				Eastman Chemical Co			2,098,375
23,857				Linde PLC			9,798,308
8,265				Martin Marietta Materials Inc			4,123,491
20,588				Nucor Corp			3,583,136
14,196				Nutrien Ltd			799,661
10,656				Olin Corp			574,891
8,167				Rio Tinto PLC, Sponsored ADR			608,115
14,399				RPM International Inc			1,607,360
18,945				Sonoco Products Co			1,058,457
87,016				Vale SA, Sponsored ADR			1,380,074
				Total Materials			37,761,103
				Media & Entertainment - 8.0%
230,317		(c)		Alphabet Inc, Class A			32,172,982
186,111		(c)		Alphabet Inc, Class C			26,228,623
1,834		(c)		Baidu Inc, Sponsored ADR			218,411
190,443				Comcast Corp, Class A			8,350,925
84,081		(c)		Meta Platforms Inc			29,761,311
19,486		(c)		Netflix Inc			9,487,344
17,899				New York Times Co/The, Class A			876,872
78,489				News Corp, Class A			1,926,905
1,091		(c)		Roku Inc			100,001
100,097		(d)		Sirius XM Holdings Inc			547,531
71,398				Walt Disney Co/The			6,446,525
				Total Media & Entertainment			116,117,430

 

33

---

BXMX		Nuveen S&P 500 Buy-Write Income Fund (continued)
		Portfolio of Investments December 31, 2023

 

Shares				Description (a)		Value
				Pharmaceuticals, Biotechnology & Life Sciences - 7.2%
78,698				AbbVie Inc		$	12,195,829
8,436		(c)		Alnylam Pharmaceuticals Inc			1,614,735
25,823				Amgen Inc			7,437,540
56,490		(c)		Avantor Inc			1,289,667
9,243		(c)		BioMarin Pharmaceutical Inc			891,210
97,561				Bristol-Myers Squibb Co			5,005,855
33,021				Eli Lilly & Co			19,248,601
2,000		(c)		Exact Sciences Corp			147,960
67,257				Gilead Sciences Inc			5,448,490
7,173		(c)		ICON PLC			2,030,461
109,458				Johnson & Johnson			17,156,447
112,570				Merck & Co Inc			12,272,381
241,787				Pfizer Inc			6,961,048
28,283		(c)		Teva Pharmaceutical Industries Ltd,			295,275
				Sponsored ADR
24,976				Thermo Fisher Scientific Inc			13,257,011
				Total Pharmaceuticals, Biotechnology & Life Sciences			105,252,510
				Semiconductors & Semiconductor Equipment - 8.1%
69,056		(c)		Advanced Micro Devices Inc			10,179,545
56,923				Applied Materials Inc			9,225,511
1,597				ASML Holding NV			1,208,801
17,958				Broadcom Inc			20,045,617
13,344				Entegris Inc			1,598,878
9,062				Lam Research Corp			7,097,902
32,109				Marvell Technology Inc			1,936,494
62,434				Micron Technology Inc			5,328,118
92,957				NVIDIA Corp			46,034,166
22,437				NXP Semiconductors NV			5,153,330
36,779		(c)		ON Semiconductor Corp			3,072,150
50,975				QUALCOMM Inc			7,372,514
				Total Semiconductors & Semiconductor Equipment			118,253,026
				Software & Services - 11.7%
23,674				Accenture PLC, Class A			8,307,443
21,139		(c)		Adobe Inc			12,611,527
20,604		(c)		Akamai Technologies Inc			2,438,483
18,415		(c)		Autodesk Inc			4,483,684
10,744		(c)		Check Point Software Technologies Ltd			1,641,576
278,614				Microsoft Corp			104,770,009
81,715				Oracle Corp			8,615,213
46,556		(c)		Salesforce Inc			12,250,746
10,782		(c)		ServiceNow Inc			7,617,375
6,661		(c)		Shopify Inc, Class A			518,892
14,844		(c)		VeriSign Inc			3,057,270
5,378		(c)		Workday Inc, Class A			1,484,651
25,308		(c)		Zoom Video Communications Inc, Class A			1,819,899
				Total Software & Services			169,616,768
				Technology Hardware & Equipment - 8.7%
539,902				Apple Inc			103,947,332
20,728				CDW Corp/DE			4,711,889
19,049		(c)		Ciena Corp			857,395
220,344				Cisco Systems Inc			11,131,779
123,423				Corning Inc			3,758,230
6,851				Dell Technologies Inc, Class C			524,102
34,963		(c)		Flex Ltd			1,064,973
5,140		(c)		Lumentum Holdings Inc			269,439
				Total Technology Hardware & Equipment			126,265,139

 

34

---

 

 

Shares				Description (a)										Value
				Telecommunication Services - 0.7%
262,068				Verizon Communications Inc										$	9,879,964
				Total Telecommunication Services											9,879,964
				Transportation - 1.5%
68,557		(c)		American Airlines Group Inc											941,973
12,697				Canadian National Railway Co											1,595,124
23,404				Canadian Pacific Railway Ltd											1,850,320
4,425		(c)		Lyft Inc, Class A											66,331
21,947				Norfolk Southern Corp											5,187,832
15,588		(c)		Uber Technologies Inc											959,753
36,282		(c)		United Airlines Holdings Inc											1,496,995
57,728				United Parcel Service Inc, Class B											9,076,574
				Total Transportation											21,174,902
				Utilities - 2.3%
64,656				Ameren Corp											4,677,215
33,294				Atmos Energy Corp											3,858,774
114,508				Evergy Inc											5,977,317
2,933				National Fuel Gas Co											147,149
67,111				NextEra Energy Inc											4,076,322
17,519				Northwestern Energy Group Inc											891,542
74,176				OGE Energy Corp											2,590,968
29,198				Pinnacle West Capital Corp											2,097,584
103,939				WEC Energy Group Inc											8,748,546
				Total Utilities											33,065,417
				Total Common Stocks (cost $472,674,465)											1,445,759,666
				Total Long-Term Investments (cost $472,674,465)											1,445,759,666
Shares				Description (a)			Coupon								Value
				INVESTMENTS PURCHASED WITH COLLATERAL FROM SECURITIES LENDING - 0.0%
571,823		(e)		State Street Navigator Securities Lending Government Money Market Portfolio			5.360%(f)							$	571,823
				Total Investments Purchased with Collateral from Securities Lending (cost $571,823)											571,823
Principal Amount (000)				Description (a)			Coupon				Maturity				Value
				SHORT-TERM INVESTMENTS - 4.3%
				REPURCHASE AGREEMENTS - 4.3%
$    62,475		(g)		Fixed Income Clearing Corp (FICC)			5.310%				1/02/24			$	62,475,000
				Total Repurchase Agreements (cost $62,475,000)											62,475,000
				Total Short-Term Investments (cost $62,475,000)											62,475,000
				Total Investments (cost $535,721,288) - 103.9%											1,508,806,489
				Other Assets & Liabilities, Net - (3.9)%											(56,415,888)
				Net Assets Applicable to Common Shares - 100%										$	1,452,390,601

 

35

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BXMX		Nuveen S&P 500 Buy-Write Income Fund (continued)
		Portfolio of Investments December 31, 2023

 

Investments in Derivatives

Options Written

 

Type		Description(h)		Number of Contracts				Notional Amount (i)				Exercise Price				Expiration Date				Value
Call		S&P 500 Index			(333	)			$(154,845,000	)			$4,650				1/31/24			$(5,341,320)
Call		S&P 500 Index			(333	)			(156,510,000	)			4,700				1/31/24			(4,009,320)
Call		S&P 500 Index			(333	)			(154,845,000	)			4,650				2/16/24			(6,078,915)
Call		S&P 500 Index			(334	)			(160,320,000	)			4,800				2/16/24			(2,571,800)
Call		S&P 500 Index			(334	)			(160,320,000	)			4,800				3/15/24			(3,672,330)
Call		S&P 500 Index			(334	)			(161,990,000	)			4,850				3/15/24			(2,743,810)
Call		S&P 500 Index			(334	)			(163,660,000	)			4,900				3/15/24			(1,975,610)
Call		S&P 500 Index			(333	)			(164,835,000	)			4,950				3/28/24			(1,751,580)
Call		S&P 500 Index			(334	)			(167,000,000	)			5,000				3/28/24			(1,227,450)
Total Options Written (premiums received $18,134,727)					(3,002	)			$(1,444,325,000	)										$(29,372,135)

For Fund portfolio compliance purposes, the Fund’s industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund management. This definition may not apply for purposes of this report, which may combine industry sub-classifications into sectors for reporting ease.

 

(a)	All percentages shown in the Portfolio of Investments are based on net assets applicable to common shares unless otherwise noted.

(b)	The Fund may designate up to 100% of its common stock investments to cover outstanding options written.

(c)	Non-income producing; issuer has not declared an ex-dividend date within the past twelve months.

(d)	Investment, or a portion of investment, is out on loan for securities lending. The total value of the securities out on loan as of the end of the reporting period was $542,055.

(e)

The Fund may loan securities representing up to one third of the value of its total assets (which includes collateral for securities on loan) to broker dealers, banks, and other institutions. The collateral maintained by the Fund shall have a value, at the inception of each loan, equal to not less than 100% of the value of the loaned securities. The cash collateral received by the Fund is invested in this money market fund.

(f)	The rate shown is the one-day yield as of the end of the reporting period.

(g)	Agreement with Fixed Income Clearing Corporation, 5.310% dated 12/29/23 to be repurchased at $62,511,860 on 1/2/24, collateralized by Government Agency Securities, with coupon rate 2.375% and maturity date 2/15/42, valued at $63,724,519.

(h)	Exchange-traded, unless otherwise noted.

(i)	For disclosure purposes, Notional Amount is calculated by multiplying the Number of Contracts by the Exercise Price by 100.

 

ADR	American Depositary Receipt

REIT	Real Estate Investment Trust

S&P	Standard & Poor’s

See Notes to Financial Statements

 

36

---

DIAX		Nuveen Dow 30SM Dynamic Overwrite Fund
		Portfolio of Investments December 31, 2023

 

Shares				Description (a)		Value
				LONG-TERM INVESTMENTS - 101.0%
				COMMON STOCKS - 99.7%
				Banks - 3.0%
102,812				JPMorgan Chase & Co		$	17,488,321
				Total Banks			17,488,321
				Capital Goods - 15.3%
102,812				3M Co			11,239,408
102,812		(b)		Boeing Co/The			26,798,976
102,812				Caterpillar Inc			30,398,424
102,812				Honeywell International Inc			21,560,704
				Total Capital Goods			89,997,512
				Consumer Discretionary Distribution & Retail - 6.0%
102,812				Home Depot Inc/The			35,629,499
				Total Consumer Discretionary Distribution & Retail			35,629,499
				Consumer Durables & Apparel - 1.9%
102,812				NIKE Inc, Class B			11,162,299
				Total Consumer Durables & Apparel			11,162,299
				Consumer Services - 5.2%
102,812				McDonald’s Corp			30,484,786
				Total Consumer Services			30,484,786
				Consumer Staples Distribution & Retail - 3.2%
102,812				Walgreens Boots Alliance Inc			2,684,421
102,812				Walmart Inc			16,208,312
				Total Consumer Staples Distribution & Retail			18,892,733
				Energy - 2.6%
102,812				Chevron Corp			15,335,438
				Total Energy			15,335,438
				Financial Services - 14.5%
102,812		(c)		American Express Co			19,260,800
102,812		(c)		Goldman Sachs Group Inc/The			39,661,786
102,812				Visa Inc, Class A			26,767,104
				Total Financial Services			85,689,690
				Food, Beverage & Tobacco - 1.0%
102,812				Coca-Cola Co/The			6,058,711
				Total Food, Beverage & Tobacco			6,058,711
				Health Care Equipment & Services - 9.2%
102,812				UnitedHealth Group Inc			54,127,434
				Total Health Care Equipment & Services			54,127,434
				Household & Personal Products - 2.5%
102,812				Procter & Gamble Co/The			15,066,070
				Total Household & Personal Products			15,066,070
				Insurance - 3.3%
102,812				Travelers Cos Inc/The			19,584,658
				Total Insurance			19,584,658

 

37

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DIAX		Nuveen Dow 30SM Dynamic Overwrite Fund (continued)
		Portfolio of Investments December 31, 2023

 

Shares				Description (a)						Value
				Materials - 1.0%
102,812				Dow Inc						$	5,638,210
				Total Materials							5,638,210
				Media & Entertainment - 1.6%
102,812				Walt Disney Co/The							9,282,895
				Total Media & Entertainment							9,282,895
				Pharmaceuticals, Biotechnology & Life Sciences - 9.6%
102,812		(c)		Amgen Inc							29,611,912
102,812				Johnson & Johnson							16,114,753
102,812				Merck & Co Inc							11,208,564
				Total Pharmaceuticals, Biotechnology & Life Sciences							56,935,229
				Semiconductors & Semiconductor Equipment - 0.9%
102,812				Intel Corp							5,166,303
				Total Semiconductors & Semiconductor Equipment							5,166,303
				Software & Services - 14.0%
102,812				International Business Machines Corp							16,814,903
102,812				Microsoft Corp							38,661,424
102,812		(b)		Salesforce Inc							27,053,950
				Total Software & Services							82,530,277
				Technology Hardware & Equipment - 4.2%
102,812		(c)		Apple Inc							19,794,395
102,812				Cisco Systems Inc							5,194,062
				Total Technology Hardware & Equipment							24,988,457
				Telecommunication Services - 0.7%
102,812				Verizon Communications Inc							3,876,012
				Total Telecommunication Services							3,876,012
				Total Common Stocks (cost $212,750,833)							587,934,534
Shares				Description (a)						Value
				EXCHANGE-TRADED FUNDS - 1.3b%
2,450				SPDR Dow Jones Industrial Average ETF Trust						$	923,331
27,500		(d)		Vanguard Total Stock Market ETF							6,523,550
				Total Exchange-Traded Funds (cost $7,048,149)							7,446,881

 

Type				Description (e)		Number of Contracts				Notional Amount (f)				Exercise Price				Expiration Date				Value
				OPTIONS PURCHASED - 0.0%
Put				S&P 500 Index			35			$	14,700,000			$	4200				1/19/24			$	4,463
				Total Options Purchased (cost $13,733)			35			$	14,700,000												4,463
				Total Long-Term Investments (cost $219,812,715)																			595,385,878
Shares				Description (a)										Coupon								Value
				INVESTMENTS PURCHASED WITH COLLATERAL FROM SECURITIES LENDING - 0.1%
910,821		(g)		State Street Navigator Securities Lending Government Money Market Portfolio											5.360%(h)							$	910,821
				Total Investments Purchased with Collateral from Securities Lending (cost $910,821)																			910,821

 

38

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Principal Amount (000)				Description (a)		Coupon				Maturity				Value
				SHORT-TERM INVESTMENTS - 0.2%
				REPURCHASE AGREEMENTS - 0.2%
$    1,029		(i)		Fixed Income Clearing Corp (FICC)			1.600	%			1/02/24			$	1,028,999
				Total Repurchase Agreements (cost $1,028,999)											1,028,999
				Total Short-Term Investments (cost $1,028,999)											1,028,999
				Total Investments (cost $221,752,535) - 101.3%											597,325,698
				Other Assets & Liabilities, Net - (1.3)%											(7,628,282	)
				Net Assets Applicable to Common Shares - 100%										$	589,697,416

Investments in Derivatives

Options Written

 

Type		Description(e)		Number of Contracts				Notional   Amount (f)				Exercise Price				Expiration Date				Value
Call		S&P 500 Index			(50	)			$(23,000,000	)			$4,600				1/05/24				$(874,250)
Call		S&P 500 Index			(100	)			(46,000,000	)			4,600				1/12/24				(1,821,500)
Call		Russell 2000 Index			(40	)			(8,200,000	)			2,050				1/19/24				(110,200)
Call		S&P 500 Index			(100	)			(46,750,000	)			4,675				1/19/24				(1,221,000)
Call		S&P 500 Index			(70	)			(32,900,000	)			4,700				1/19/24				(710,150)
Call		S&P 500 Index			(50	)			(23,625,000	)			4,725				1/19/24				(411,000)
Call		S&P 500 Index			(80	)			(38,200,000	)			4,775				1/19/24				(392,400)
Call		S&P 500 Index			(35	)			(16,800,000	)			4,800				1/19/24				(126,350)
Call		S&P 500 Index			(120	)			(57,600,000	)			4,800				1/31/24				(659,400)
Total Options Written (premiums received $3,539,608)					(645	)			$(293,075,000	)											$(6,326,250)

 

For Fund portfolio compliance purposes, the Fund’s industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund management. This definition may not apply for purposes of this report, which may combine industry sub-classifications into sectors for reporting ease.

 

(a)	All percentages shown in the Portfolio of Investments are based on net assets applicable to common shares unless otherwise noted.

(b)	Non-income producing; issuer has not declared an ex-dividend date within the past twelve months.

(c)	Investment, or portion of investment, has been pledged to collateralize the net payment obligations for investments in derivatives.

(d)	Investment, or a portion of investment, is out on loan for securities lending. The total value of the securities out on loan as of the end of the reporting period was $880,798.

(e)	Exchange-traded, unless otherwise noted.

(f)	For disclosure purposes, Notional Amount is calculated by multiplying the Number of Contracts by the Exercise Price by 100.

(g)

The Fund may loan securities representing up to one third of the value of its total assets (which includes collateral for securities on loan) to broker dealers, banks, and other institutions. The collateral maintained by the Fund shall have a value, at the inception of each loan, equal to not less than 100% of the value of the loaned securities. The cash collateral received by the Fund is invested in this money market fund.

(h)	The rate shown is the one-day yield as of the end of the reporting period.

(i)	Agreement with Fixed Income Clearing Corporation, 1.600% dated 12/29/23 to be repurchased at $1,029,182 on 1/2/24, collateralized by Government Agency Securities, with coupon rate 2.875% and maturity date 5/15/32, valued at $1,049,636.

 

ETF	Exchange-Traded Fund

S&P	Standard & Poor’s

SPDR	Standard & Poor’s Depositary Receipt

See Notes to Financial Statements

 

39

---

SPXX		Nuveen S&P 500 Dynamic Overwrite Fund
		Portfolio of Investments December 31, 2023

 

Shares				Description (a)		Value
				LONG-TERM INVESTMENTS - 100.8%
				COMMON STOCKS - 99.3%
				Automobiles & Components - 2.1%
1,864		(b)		Adient PLC		$	67,775
5,520		(b),(c)		Fisker Inc			9,660
699		(b)		Fox Factory Holding Corp			47,169
5,866				Gentex Corp			191,584
2,285		(b)		Goodyear Tire & Rubber Co/The			32,721
2,305				Harley-Davidson Inc			84,916
2,628				Lear Corp			371,099
1,133		(b)		Rivian Automotive Inc, Class A			26,580
20,298		(b)		Tesla Inc			5,043,648
1,213				Thor Industries Inc			143,437
742		(b)		Visteon Corp			92,676
				Total Automobiles & Components			6,111,265
				Banks - 3.5%
58,413				Bank of America Corp			1,966,766
22,776				Citigroup Inc			1,171,597
5,317				Columbia Banking System Inc			141,858
1,248				Cullen/Frost Bankers Inc			135,396
85				First Citizens BancShares Inc/NC, Class A			120,612
4,948				First Horizon Corp			70,064
24,521				JPMorgan Chase & Co			4,171,021
4,716				New York Community Bancorp Inc			48,245
4,203				Synovus Financial Corp			158,243
1,914		(b)		Texas Capital Bancshares Inc			123,702
3,622				Webster Financial Corp			183,853
32,799				Wells Fargo & Co			1,614,367
2,675				Wintrust Financial Corp			248,106
				Total Banks			10,153,830
				Capital Goods - 5.6%
506				Acuity Brands Inc			103,644
1,294				AGCO Corp			157,105
4,907		(b)		Boeing Co/The			1,279,059
2,021				BWX Technologies Inc			155,071
563				Carlisle Cos Inc			175,898
4,996				Caterpillar Inc			1,477,167
1,029				Curtiss-Wright Corp			229,251
3,017				Deere & Co			1,206,408
5,038				Eaton Corp PLC			1,213,251
740				EMCOR Group Inc			159,418
930				Esab Corp			80,557
2,181				Fortune Brands Innovations Inc			166,061
5,399				Graco Inc			468,417
1,527				HEICO Corp			273,134
8,713				Honeywell International Inc			1,827,203
6,141				Illinois Tool Works Inc			1,608,573
936				Lennox International Inc			418,880
1,101				Lincoln Electric Holdings Inc			239,423
2,947				Lockheed Martin Corp			1,335,698
595		(b)		MasTec Inc			45,053
1,258		(b)		Middleby Corp/The			185,140
1,377				Oshkosh Corp			149,281
2,476				Owens Corning			367,017
4,993		(b),(c)		Plug Power Inc			22,469
16,125				Raytheon Technologies Corp			1,356,758

 

40

---

 

 

Shares				Description (a)		Value
				Capital Goods (continued)
2,981				Sensata Technologies Holding PLC		$	111,996
2,008				Timken Co/The			160,941
1,360				Toro Co/The			130,546
914		(b)		Trex Co Inc			75,670
511				Valmont Industries Inc			119,324
637				Watsco Inc			272,935
686				WESCO International Inc			119,282
3,189		(b)		WillScot Mobile Mini Holdings Corp			141,911
927				WW Grainger Inc			768,196
				Total Capital Goods			16,600,737
				Commercial & Professional Services - 0.6%
3,554		(b)		ARAMARK Uniform Services			75,132
3,007				Booz Allen Hamilton Holding Corp			384,624
425		(b)		CACI International Inc, Class A			137,641
6,728		(b)		Clarivate PLC			62,301
786		(b)		Clean Harbors Inc			137,165
637				Concentrix Corp			62,560
2,600		(b)		ExlService Holdings Inc			80,210
318		(b)		FTI Consulting Inc			63,330
2,741		(b)		GEO Group Inc/The			29,685
2,665				KBR Inc			147,668
1,061				RB Global Inc			70,970
1,108				Science Applications International Corp			137,747
4,200				SS&C Technologies Holdings Inc			256,661
998				TransUnion			68,573
				Total Commercial & Professional Services			1,714,267
				Consumer Discretionary Distribution & Retail - 5.4%
67,878		(b),(d)		Amazon.com Inc			10,313,383
839		(b)		AutoNation Inc			126,001
1,137				Dick’s Sporting Goods Inc			167,082
515		(b)		Five Below Inc			109,777
9,671				Home Depot Inc/The			3,351,486
343				Lithia Motors Inc			112,943
7,215				Lowe’s Cos Inc			1,605,698
3,604				Macy’s Inc			72,512
38		(b)		MercadoLibre Inc			59,719
303				Murphy USA Inc			108,038
392		(b)		PDD Holdings Inc ADR			57,354
372		(b)		RH			108,431
753		(b)		Wayfair Inc, Class A			46,460
627				Williams-Sonoma Inc			126,516
				Total Consumer Discretionary Distribution & Retail			16,365,400
				Consumer Durables & Apparel - 1.1%
1,316		(b)		Capri Holdings Ltd			66,116
233		(b)		Deckers Outdoor Corp			155,744
8,589				KB Home			536,470
5,953				Leggett & Platt Inc			155,790
3,702		(b)		Mattel Inc			69,894
1,396				Meritage Homes Corp			243,183
12,271				NIKE Inc, Class B			1,332,262
4,109		(b)		Sonos Inc			70,428
4,744		(b)		Taylor Morrison Home Corp			253,092
4,723				Tempur Sealy International Inc			240,731
11,692		(b)		Under Armour Inc, Class A			102,773
				Total Consumer Durables & Apparel			3,226,483

 

41

---

SPXX		Nuveen S&P 500 Dynamic Overwrite Fund (continued)
		Portfolio of Investments December 31, 2023

 

Shares				Description (a)		Value
				Consumer Services - 2.3%
3,882				Aramark		$	109,084
331		(b)		Booking Holdings Inc			1,174,130
2,995				Boyd Gaming Corp			187,517
555		(b)		Bright Horizons Family Solutions Inc			52,303
979		(b)		DoorDash Inc, Class A			96,813
2,395		(b)		DraftKings Inc, Class A			84,424
2,846				Hyatt Hotels Corp			371,147
1,038				Marriott Vacations Worldwide Corp			88,116
8,883				McDonald’s Corp			2,633,898
1,641		(b)		Planet Fitness Inc			119,793
1,485				Service Corp International/US			101,648
2,073		(b)		Six Flags Entertainment Corp			51,991
12,028				Starbucks Corp			1,154,808
3,429				Travel + Leisure Co			134,040
7,284				Wendy’s Co/The			141,892
				Total Consumer Services			6,501,604
				Consumer Staples Distribution & Retail - 2.2%
4,784				Albertsons Cos Inc, Class A			110,032
2,512		(b)		BJ’s Wholesale Club Holdings Inc			167,450
410				Casey’s General Stores Inc			112,643
3,962				Costco Wholesale Corp			2,615,237
1,590		(b)		Performance Food Group Co			109,949
5,221				Target Corp			743,575
2,961		(b)		US Foods Holding Corp			134,459
13,662				Walmart Inc			2,153,814
				Total Consumer Staples Distribution & Retail			6,147,159
				Energy - 4.0%
4,259		(b)		Antero Resources Corp			96,594
3,476				ChampionX Corp			101,534
1,457				Cheniere Energy Inc			248,724
2,132				Chesapeake Energy Corp			164,036
19,083				Chevron Corp			2,846,420
838				Chord Energy Corp			139,301
1,493				Civitas Resources Inc			102,091
4,421		(b)		CNX Resources Corp			88,420
3,448				Comstock Resources Inc			30,515
12,889				ConocoPhillips			1,496,026
2,931		(b)		Dril-Quip Inc			68,204
4,475				Equitrans Midstream Corp			45,556
34,642				Exxon Mobil Corp			3,463,507
1,270				HF Sinclair Corp			70,574
4,787				Liberty Energy Inc			86,836
9,638				Magnolia Oil & Gas Corp, Class A			205,193
6,358				Marathon Petroleum Corp			943,273
4,582				Murphy Oil Corp			195,468
11,967				NOV Inc			242,692
5,586				Ovintiv Inc			245,337
4,978				Permian Resources Corp			67,701
4,093				Range Resources Corp			124,591
3,108				SM Energy Co			120,342
14,618		(b)		Southwestern Energy Co			95,748
8,230				TechnipFMC PLC			165,752
52				Texas Pacific Land Corp			81,767
16,647		(b)		Transocean Ltd			105,708
				Total Energy			11,641,910

 

42

---

 

 

Shares				Description (a)		Value
				Equity Real Estate Investment Trusts (REITs) - 2.8%
5,517				Agree Realty Corp		$	347,295
6,767				American Homes 4 Rent, Class A			243,341
5,198				Americold Realty Trust Inc			157,343
17,428				Brandywine Realty Trust			94,111
15,872				Brixmor Property Group Inc			369,341
7,025				Cousins Properties Inc			171,059
3,215				CubeSmart			149,015
1,929				EastGroup Properties Inc			354,049
6,011				Equity LifeStyle Properties Inc			424,016
2,673				Extra Space Storage Inc			428,562
10,582				First Industrial Realty Trust Inc			557,354
5,928				Gaming and Leisure Properties Inc			292,547
10,252				Healthcare Realty Trust Inc			176,641
3,292				Hudson Pacific Properties Inc			30,649
10,680				Independence Realty Trust Inc			163,404
464				Innovative Industrial Properties Inc			46,780
2,264				Lamar Advertising Co, Class A			240,618
3,983				Macerich Co/The			61,458
8,080				Medical Properties Trust Inc			39,673
2,140		(b)		NET Lease Office Properties			39,547
8,772				NNN REIT Inc			378,074
5,266				Omega Healthcare Investors Inc			161,456
3,825				Outfront Media Inc			53,397
5,255				Pebblebrook Hotel Trust			83,975
7,163				Phillips Edison & Co Inc			261,306
2,626				PotlatchDeltic Corp			128,937
10,701				Prologis Inc			1,426,444
3,334				Rexford Industrial Realty Inc			187,037
9,345				RLJ Lodging Trust			109,523
1,110				Ryman Hospitality Properties Inc			122,167
4,775				Service Properties Trust			40,779
13,021				SITE Centers Corp			177,476
965				SL Green Realty Corp			43,589
11,317				Summit Hotel Properties Inc			76,050
1,074				Sun Communities Inc			143,540
2,836				WP Carey Inc			183,801
6,435				Xenia Hotels & Resorts Inc			87,645
				Total Equity Real Estate Investment Trusts (REITs)			8,051,999
				Financial Services - 8.2%
890		(b)		Affirm Holdings Inc			43,735
2,624				Ally Financial Inc			91,630
6,384				American Express Co			1,195,978
6,647				Annaly Capital Management Inc			128,752
15,838		(b),(d)		Berkshire Hathaway Inc, Class B			5,648,781
1,444				BlackRock Inc			1,172,239
1,558		(b)		Block Inc			120,511
13,049				Charles Schwab Corp/The			897,771
304		(b)		Coinbase Global Inc, Class A			52,872
4,161				Corebridge Financial Inc			90,127
5,499				Equitable Holdings Inc			183,117
3,860				Goldman Sachs Group Inc/The			1,489,072
1,068				Interactive Brokers Group Inc, Class A			88,537
8,753				Intercontinental Exchange Inc			1,124,148
3,908				KKR & Co Inc			323,778
508				LPL Financial Holdings Inc			115,631
7,480				Mastercard Inc, Class A			3,190,295
7,780				MGIC Investment Corp			150,076
14,535				Morgan Stanley			1,355,389
10,922		(b)		PayPal Holdings Inc			670,720
684				PennyMac Financial Services Inc			60,445

 

43

---

SPXX		Nuveen S&P 500 Dynamic Overwrite Fund (continued)
		Portfolio of Investments December 31, 2023

 

Shares				Description (a)		Value
				Financial Services (continued)
4,239				Radian Group Inc		$	121,023
3,649		(b)		Robinhood Markets Inc, Class A			46,488
4,781		(b)		Rocket Cos Inc, Class A			69,229
3,398				S&P Global Inc			1,496,887
6,607		(b)		SoFi Technologies Inc			65,740
1,592		(b)		Toast Inc, Class A			29,070
1,119				Tradeweb Markets Inc, Class A			101,695
14,045				Visa Inc, Class A			3,656,616
5,055				Voya Financial Inc			368,813
8,999				Western Union Co/The			107,268
				Total Financial Services			24,256,433
				Food, Beverage & Tobacco - 2.9%
188		(b)		Boston Beer Co Inc/The, Class A			64,971
846				Cal-Maine Foods Inc			48,552
46,630				Coca-Cola Co/The			2,747,906
1,222		(b)		Darling Ingredients Inc			60,904
22,961				Flowers Foods Inc			516,853
646		(b)		Freshpet Inc			56,047
2,959				Ingredion Inc			321,140
485				Lancaster Colony Corp			80,699
16,493				PepsiCo Inc			2,801,171
13,855				Philip Morris International Inc			1,303,478
5,129		(b)		Pilgrim’s Pride Corp			141,868
4,453		(b)		Post Holdings Inc			392,132
2,100		(b)		Simply Good Foods Co/The			83,160
1,601		(b)		TreeHouse Foods Inc			66,361
				Total Food, Beverage & Tobacco			8,685,242
				Health Care Equipment & Services - 5.8%
18,190				Abbott Laboratories			2,002,173
1,223		(b)		Acadia Healthcare Co Inc			95,100
655		(b)		Amedisys Inc			62,264
23,584		(b)		Boston Scientific Corp			1,363,391
279				Chemed Corp			163,145
1,373				CONMED Corp			150,357
11,075				CVS Health Corp			874,482
1,637		(b)		Doximity Inc, Class A			45,901
2,725				Elevance Health Inc			1,285,002
2,253				Encompass Health Corp			150,320
1,716		(b)		Enhabit Inc			17,761
2,404		(b)		Enovis Corp			134,672
5,911		(b)		Envista Holdings Corp			142,219
2,780		(b)		Globus Medical Inc, Class A			148,146
757		(b)		Haemonetics Corp			64,731
1,783				Humana Inc			816,275
639		(b)		ICU Medical Inc			63,734
767		(b)		Inari Medical Inc			49,794
481		(b)		Inspire Medical Systems Inc			97,850
3,572		(b)		Intuitive Surgical Inc			1,205,050
697		(b)		Lantheus Holdings Inc			43,214
1,911				McKesson Corp			884,755
15,485				Medtronic PLC			1,275,654
1,383		(b)		Merit Medical Systems Inc			105,053
5,175		(b)		Neogen Corp			104,069
1,008		(b)		Omnicell Inc			37,931
2,090		(b)		Option Care Health Inc			70,412
433		(b)		Penumbra Inc			108,917
689		(b)		QuidelOrtho Corp			50,779
162		(b)		Shockwave Medical Inc			30,871
725		(b)		STAAR Surgical Co			22,627

 

44

---

 

 

Shares				Description (a)		Value
				Health Care Equipment & Services (continued)
1,122		(b)		Tandem Diabetes Care Inc		$	33,189
3,394		(b)		Teladoc Health Inc			73,141
1,806		(b)		Tenet Healthcare Corp			136,479
8,873				UnitedHealth Group Inc			4,671,369
1,340		(b)		Veeva Systems Inc, Class A			257,977
				Total Health Care Equipment & Services			16,838,804
				Household & Personal Products - 1.1%
1,282		(b)		BellRing Brands Inc			71,061
22,455				Procter & Gamble Co/The			3,290,556
				Total Household & Personal Products			3,361,617
				Insurance - 2.4%
2,124				American Equity Investment Life Holding Co			118,519
1,883				American Financial Group Inc/OH			223,870
5,688				Arthur J Gallagher & Co			1,279,117
2,593		(b)		Brighthouse Financial Inc			137,222
4,942				Fidelity National Financial Inc			252,141
1,586				Hanover Insurance Group Inc/The			192,572
196				Kinsale Capital Group Inc			65,642
177		(b)		Markel Group Inc			251,322
8,946				Marsh & McLennan Cos Inc			1,694,998
9,595				Old Republic International Corp			282,093
1,422				Primerica Inc			292,591
1,161				Reinsurance Group of America Inc			187,827
436				RenaissanceRe Holdings Ltd			85,456
1,346				RLI Corp			179,180
1,755				Selective Insurance Group Inc			174,587
6,012				Travelers Cos Inc/The			1,145,226
7,525				Unum Group			340,281
				Total Insurance			6,902,644
				Materials - 2.2%
2,176				Alcoa Corp			73,984
2,733				Ashland Inc			230,419
7,632		(b)		Axalta Coating Systems Ltd			259,259
3,411				Berry Global Group Inc			229,867
2,824				Cabot Corp			235,804
4,941				Chemours Co/The			155,839
4,597		(b)		Cleveland-Cliffs Inc			93,871
4,146				Crown Holdings Inc			381,805
12,941				Element Solutions Inc			299,455
10,647				Graphic Packaging Holding Co			262,449
3,334				HB Fuller Co			271,421
14,773				Hecla Mining Co			71,058
11,656				Huntsman Corp			292,915
1,271		(b)		Ingevity Corporation			60,017
1,550				Louisiana-Pacific Corp			109,787
1,379				Minerals Technologies Inc			98,336
2,400		(b)		MP Materials Corp			47,640
225				NewMarket Corp			122,812
3,302				Olin Corp			178,143
555				Reliance Steel & Aluminum Co			155,222
2,738				Royal Gold Inc			331,189
3,446				RPM International Inc			384,677
1,203				Scotts Miracle-Gro Co/The			76,691
1,986				Sensient Technologies Corp			131,076
4,526				Silgan Holdings Inc			204,802
4,146				Sonoco Products Co			231,637

 

45

---

SPXX		Nuveen S&P 500 Dynamic Overwrite Fund (continued)
		Portfolio of Investments December 31, 2023

 

Shares				Description (a)		Value
				Materials (continued)
2,718				Southern Copper Corp		$	233,938
5,367				SSR Mining Inc			57,749
1,068				Stepan Co			100,979
8,818				Tronox Holdings PLC			124,863
3,022				United States Steel Corp			147,020
6,256				Valvoline Inc			235,100
1,794				Westlake Corp			251,088
				Total Materials			6,140,912
				Media & Entertainment - 7.9%
44,594		(b),(d)		Alphabet Inc, Class A			6,229,336
37,014		(b),(d)		Alphabet Inc, Class C			5,216,383
3,071		(b)		Atlanta Braves Holdings Inc, Class C			121,550
109				Cable One Inc			60,668
40,347				Comcast Corp, Class A			1,769,215
1,498		(b)		IAC Inc			78,465
2,501		(b)		Liberty Broadband Corp, Class A			201,681
1,107		(b)		Liberty Media Corp-Liberty Formula One, Class A			64,184
1,131		(b)		Liberty Media Corp-Liberty Live, Class A			41,338
16,581		(b)		Meta Platforms Inc			5,869,011
3,464		(b)		Netflix Inc			1,686,553
2,539		(b)		Pinterest Inc, Class A			94,045
1,382		(b)		ROBLOX Corp, Class A			63,185
641		(b)		Roku Inc			58,754
29,033		(c)		Sirius XM Holdings Inc			158,811
721		(b)		Spotify Technology SA			135,483
704		(b)		TKO Group Holdings Inc			57,432
2,279		(b)		TripAdvisor Inc			49,067
14,897				Walt Disney Co/The			1,345,050
				Total Media & Entertainment			23,300,211
				Pharmaceuticals, Biotechnology & Life Sciences - 7.4%
15,731				AbbVie Inc			2,437,833
2,527		(b)		Alkermes PLC			70,099
5,222		(d)		Amgen Inc			1,504,040
913		(b)		BioMarin Pharmaceutical Inc			88,031
19,264				Bristol-Myers Squibb Co			988,436
1,543				Bruker Corp			113,380
5,786				Danaher Corp			1,338,533
5,649		(b)		Elanco Animal Health Inc			84,170
6,385				Eli Lilly & Co			3,721,943
1,149		(b)		Exact Sciences Corp			85,003
4,414		(b)		Exelixis Inc			105,892
1,972		(b)		Halozyme Therapeutics Inc			72,885
1,132		(b)		Ionis Pharmaceuticals Inc			57,268
1,034		(b)		Jazz Pharmaceuticals PLC			127,182
19,612				Johnson & Johnson			3,073,985
395		(b)		Medpace Holdings Inc			121,079
23,887				Merck & Co Inc			2,604,161
462		(b)		Mirati Therapeutics Inc			27,143
3,026		(b)		Mural Oncology PLC			17,914
904		(b)		Neurocrine Biosciences Inc			119,111
50,011				Pfizer Inc			1,439,817
3,594		(b)		QIAGEN NV			156,087
186		(b)		Repligen Corp			33,443
5,318				Royalty Pharma PLC			149,383
399		(b)		Sarepta Therapeutics Inc			38,476
3,729				Thermo Fisher Scientific Inc			1,979,316
798		(b)		United Therapeutics Corp			175,472

 

46

---

 

 

Shares				Description (a)		Value
				Pharmaceuticals, Biotechnology & Life Sciences (continued)
2,534		(b)		Vertex Pharmaceuticals Inc		$	1,031,059
				Total Pharmaceuticals, Biotechnology & Life Sciences			21,761,141
				Real Estate Management & Development - 0.1%
1,786		(b)		Anywhere Real Estate Inc			14,484
1,600		(c)		eXp World Holdings Inc			24,832
1,231		(b)		Jones Lang LaSalle Inc			232,499
2,648		(b)		Seritage Growth Properties, Class A			24,759
1,785		(b)		Zillow Group Inc, Class C			103,280
				Total Real Estate Management & Development			399,854
				Semiconductors & Semiconductor Equipment - 7.8%
5,912				Analog Devices Inc			1,173,887
11,856				Applied Materials Inc			1,921,502
3,687				Broadcom Inc			4,115,614
34,415				Intel Corp			1,729,354
861		(b)		Lattice Semiconductor Corp			59,400
3,050				Marvell Technology Inc			183,946
9,246				Microchip Technology Inc			833,804
1,740				MKS INSTRUMENTS INC			178,994
18,369				NVIDIA Corp			9,096,696
10,222				QUALCOMM Inc			1,478,408
1,337		(b)		Semtech Corp			29,294
10,200				Texas Instruments Inc			1,738,692
521				Universal Display Corp			99,646
597		(b)		Wolfspeed Inc			25,975
				Total Semiconductors & Semiconductor Equipment			22,665,212
				Software & Services - 10.7%
3,572		(b)		Adobe Inc			2,131,056
993		(b)		Altair Engineering Inc, Class A			83,561
2,425				Amdocs Ltd			213,133
387		(b)		BILL Holdings Inc			31,575
937		(b)		BlackLine Inc			58,506
2,883		(b)		Box Inc, Class A			73,834
805		(b)		Cloudflare Inc, Class A			67,024
581		(b)		Crowdstrike Holdings Inc, Class A			148,341
747		(b)		DocuSign Inc			44,409
7,313		(b)		Dropbox Inc, Class A			215,587
1,426		(b)		Dynatrace Inc			77,988
515		(b)		Elastic NV			58,041
1,172		(b)		Five9 Inc			92,225
340		(b)		Globant SA			80,913
2,467		(b)		GoDaddy Inc, Class A			261,898
2,495				Intuit Inc			1,559,450
673		(b)		Manhattan Associates Inc			144,910
55,232				Microsoft Corp			20,769,442
55		(b)		MicroStrategy Inc, Class A			34,739
192		(b)		MongoDB Inc			78,499
2,273		(b)		Nutanix Inc, Class A			108,399
370		(b)		Okta Inc			33,496
14,001				Oracle Corp			1,476,125
4,962		(b)		Palantir Technologies Inc, Class A			85,198
872				Pegasystems Inc			42,606
454		(b)		Rapid7 Inc			25,923
1,278		(b)		RingCentral Inc, Class A			43,388
7,476		(b)		Salesforce Inc			1,967,235
2,769		(b)		SentinelOne Inc, Class A			75,981
237		(b)		Snowflake Inc, Class A			47,163
1,000		(b)		Splunk Inc			152,350

 

47

---

SPXX		Nuveen S&P 500 Dynamic Overwrite Fund (continued)
		Portfolio of Investments December 31, 2023

 

Shares				Description (a)		Value
				Software & Services (continued)
1,641		(b)		Teradata Corp		$	71,400
632		(b)		Trade Desk Inc/The, Class A			45,479
1,346		(b)		Twilio Inc, Class A			102,121
3,241		(b)		UiPath Inc, Class A			80,506
1,252		(b)		Unity Software Inc			51,194
410		(b)		Wix.com Ltd			50,438
1,207		(b)		Workday Inc, Class A			333,204
1,513		(b)		Ziff Davis Inc			101,658
2,638		(b)		Zoom Video Communications Inc, Class A			189,699
				Total Software & Services			31,308,694
				Technology Hardware & Equipment - 8.3%
108,834		(d)		Apple Inc			20,953,809
1,206		(b)		Arrow Electronics Inc			147,434
3,111				Avnet Inc			156,794
3,370		(b)		Ciena Corp			151,684
43,703				Cisco Systems Inc			2,207,875
1,796		(b)		Coherent Corp			78,180
5,255				Dell Technologies Inc, Class C			402,008
691		(b)		IPG Photonics Corp			75,001
1,617				Jabil Inc			206,006
1,321		(b)		Pure Storage Inc, Class A			47,107
				Total Technology Hardware & Equipment			24,425,898
				Telecommunication Services - 0.5%
1,094		(b)		United States Cellular Corp			45,445
37,283				Verizon Communications Inc			1,405,569
				Total Telecommunication Services			1,451,014
				Transportation - 1.7%
183				Avis Budget Group Inc			32,439
942				Copa Holdings SA, Class A			100,145
7,757		(b),(c)		Frontier Group Holdings Inc			42,353
1,506		(b)		GXO Logistics Inc			92,107
2,294				Knight-Swift Transportation Holdings Inc			132,249
397		(b)		Saia Inc			173,973
1,524				Spirit Airlines Inc			24,978
15,981		(b)		Uber Technologies Inc			983,950
6,904				Union Pacific Corp			1,695,760
9,091				United Parcel Service Inc, Class B			1,429,378
1,308		(b)		XPO Inc			114,568
				Total Transportation			4,821,900
				Utilities - 2.7%
2,745				ALLETE Inc			167,884
8,112				Avangrid Inc			262,910
5,370				Black Hills Corp			289,712
2,908				Brookfield Renewable Corp, Class A			83,721
5,568				Clearway Energy Inc, Class C			152,730
13,656				Consolidated Edison Inc			1,242,286
18,165				Duke Energy Corp			1,762,732
9,953				Essential Utilities Inc			371,745
3,823				IDACORP Inc			375,877
4,147				National Fuel Gas Co			208,055
6,703				New Jersey Resources Corp			298,820
18,838				NextEra Energy Inc			1,144,220
3,208				Northwestern Energy Group Inc			163,255
13,405				OGE Energy Corp			468,237
837				Otter Tail Corp			71,120
3,380				PNM Resources Inc			140,608

 

48

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Shares				Description (a)																		Value
				Utilities (continued)
7,972				Portland General Electric Co																		$	345,506
1,738				Southwest Gas Holdings Inc																			110,102
1,283		(b)		Sunnova Energy International Inc																			19,566
5,242				Vistra Corp																			201,922
				Total Utilities																			7,881,008
				Total Common Stocks (cost $115,745,635)																			290,715,238
Shares				Description (a)																		Value
				EXCHANGE-TRADED FUNDS - 1.5%
3,500				SPDR S&P 500 ETF Trust																		$	1,663,585
11,300		(c)		Vanguard Total Stock Market ETF																			2,680,586
				Total Exchange-Traded Funds (cost $3,951,874)																			4,344,171
Type				Description (e)		Number of Contracts				Notional  Amount (f)				Exercise Price				Expiration Date				Value
				OPTIONS PURCHASED - 0.0%
Put				S&P 500 Index			17			$	7,140,000			$	4200				1/19/24			$	2,168
				Total Options Purchased (cost $6,670)			17			$	7,140,000												2,168
				Total Long-Term Investments (cost $119,704,179)																			295,061,577
Shares				Description (a)										Coupon								Value
				INVESTMENTS PURCHASED WITH COLLATERAL FROM SECURITIES LENDING - 1.0%
2,933,198		(g)		State Street Navigator Securities Lending Government Money Market Portfolio											5.360%(h)							$	2,933,198
				Total Investments Purchased with Collateral from Securities Lending (cost $2,933,198)																			2,933,198
Principal Amount (000)				Description (a)										Coupon				Maturity				Value
				SHORT-TERM INVESTMENTS - 0.2%
				REPURCHASE AGREEMENTS - 0.2%
$     544		(i)		Fixed Income Clearing Corp (FICC)											1.600%				1/02/24			$	543,866
				Total Repurchase Agreements (cost $543,866)																			543,866
				Total Short-Term Investments (cost $543,866)																			543,866
				Total Investments (cost $123,181,243) - 102.0%																			298,538,641
				Other Assets & Liabilities, Net - (2.0)%																			(5,980,898	)
				Net Assets Applicable to Common Shares - 100%																		$	292,557,743

Investments in Derivatives

Options Written

 

Type		Description(e)		Number of Contracts				Notional Amount (f)				Exercise Price				Expiration Date				Value
Call		S&P 500 Index			(25)			$	(11,500,000)				$4,600				1/05/24			$	(437,125)
Call		S&P 500 Index			(50)				(23,000,000)				4,600				1/12/24				(910,750)
Call		Russell 2000 Index			(20)				(4,100,000)				2,050				1/19/24				(55,100)
Call		S&P 500 Index			(50)				(23,375,000)				4,675				1/19/24				(610,500)
Call		S&P 500 Index			(35)				(16,450,000)				4,700				1/19/24				(355,075)
Call		S&P 500 Index			(25)				(11,812,500)				4,725				1/19/24				(205,500)
Call		S&P 500 Index			(40)				(19,100,000)				4,775				1/19/24				(196,200)

 

 

49

---

SPXX		Nuveen S&P 500 Dynamic Overwrite Fund (continued)
		Portfolio of Investments December 31, 2023

 

Type		Description(e)		Number of Contracts				Notional Amount (f)				Exercise Price				Expiration Date				Value
Call		S&P 500 Index			(17)				$(8,160,000)				$4,800				1/19/24				$(61,370)
Call		S&P 500 Index			(60)				(28,800,000)				4,800				1/31/24				(329,700)
Total Options Written (premiums received $1,769,196)					(322)			$	(146,297,500)											$	(3,161,320)

 

For Fund portfolio compliance purposes, the Fund’s industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund management. This definition may not apply for purposes of this report, which may combine industry sub-classifications into sectors for reporting ease.

 

(a)	All percentages shown in the Portfolio of Investments are based on net assets applicable to common shares unless otherwise noted.

(b)	Non-income producing; issuer has not declared an ex-dividend date within the past twelve months.

(c)	Investment, or a portion of investment, is out on loan for securities lending. The total value of the securities out on loan as of the end of the reporting period was $2,853,286.

(d)	Investment, or portion of investment, has been pledged to collateralize the net payment obligations for investments in derivatives.

(e)	Exchange-traded, unless otherwise noted.

(f)	For disclosure purposes, Notional Amount is calculated by multiplying the Number of Contracts by the Exercise Price by 100.

(g)

The Fund may loan securities representing up to one third of the value of its total assets (which includes collateral for securities on loan) to broker dealers, banks, and other institutions. The collateral maintained by the Fund shall have a value, at the inception of each loan, equal to not less than 100% of the value of the loaned securities. The cash collateral received by the Fund is invested in this money market fund.

(h)	The rate shown is the one-day yield as of the end of the reporting period.

(i)	Agreement with Fixed Income Clearing Corporation, 1.600% dated 12/29/23 to be repurchased at $543,963 on 1/2/24, collateralized by Government Agency Securities, with coupon rate 2.875% and maturity date 5/15/32, valued at $554,747.

 

ADR	American Depositary Receipt

ETF	Exchange-Traded Fund

REIT	Real Estate Investment Trust

S&P	Standard & Poor’s

SPDR	Standard & Poor’s Depositary Receipt

See Notes to Financial Statements

 

50

---

QQQX		Nuveen Nasdaq 100 Dynamic Overwrite Fund Portfolio of Investments December 31, 2023

 

Shares				Description (a)		Value
				LONG-TERM INVESTMENTS - 101.2%
				COMMON STOCKS - 100.0%
				Automobiles & Components - 3.5%
40,233				Ford Motor Co		$	490,440
4,110				Lear Corp			580,373
48,771		(b),(c)		Lucid Group Inc			205,326
22,273		(b),(c)		QuantumScape Corp			154,798
22,972		(c)		Rivian Automotive Inc, Class A			538,923
163,806		(c)		Tesla Inc			40,702,515
				Total Automobiles & Components			42,672,375
				Capital Goods - 1.4%
39,235		(c)		Archer Aviation Inc, Class A			240,903
1,478		(c)		Axon Enterprise Inc			381,812
1,956		(c)		Boeing Co/The			509,851
9,138				Caterpillar Inc			2,701,832
3,812		(b),(c)		Enovix Corp			47,726
7,764				Fortive Corp			571,663
30,184				General Electric Co			3,852,384
584				HEICO Corp			104,460
2,990				Howmet Aerospace Inc			161,819
6,441		(b),(c)		Plug Power Inc			28,985
7,632				Rockwell Automation Inc			2,369,583
116				TransDigm Group Inc			117,346
4,996				United Rentals Inc			2,864,806
5,734				Vertiv Holdings Co, Class A			275,404
1,840				Watsco Inc			788,385
1,390				WW Grainger Inc			1,151,879
				Total Capital Goods			16,168,838
				Commercial & Professional Services - 0.6%
21,698		(c)		ACV Auctions Inc, Class A			328,725
634				Booz Allen Hamilton Holding Corp			81,095
9,596		(c)		EAS Segment			789,367
1,124				Equifax Inc			277,954
19,936				Robert Half Inc			1,752,773
7,070				Rollins Inc			308,747
4,378				Tetra Tech Inc			730,819
7,562				Waste Connections Inc			1,128,780
9,915				Waste Management Inc			1,775,776
				Total Commercial & Professional Services			7,174,036
				Consumer Discretionary Distribution & Retail - 6.9%
3,906		(c)		Abercrombie & Fitch Co, Class A			344,587
394,145		(c),(d)		Amazon.com Inc			59,886,391
5,446				American Eagle Outfitters Inc			115,237
940		(c)		AutoZone Inc			2,430,473
1,817		(c)		Burlington Stores Inc			353,370
1,711		(c)		Carvana Co			90,580
52,348		(c)		Coupang Inc			847,514
8,039				Dick’s Sporting Goods Inc			1,181,331
1,571				Dillard’s Inc, Class A			634,134
41,606				eBay Inc			1,814,854
12,343		(c)		Etsy Inc			1,000,400
2,402		(c)		Five Below Inc			512,010
5,972				Gap Inc/The			124,875
14,472				Genuine Parts Co			2,004,372
20,421				LKQ Corp			975,920

 

51

---

QQQX		Nuveen Nasdaq 100 Dynamic Overwrite Fund (continued)
		Portfolio of Investments December 31, 2023

 

Shares				Description (a)		Value
				Consumer Discretionary Distribution & Retail (continued)
4,325				Lowe’s Cos Inc		$	962,529
14,611		(c)		Ollie’s Bargain Outlet Holdings Inc			1,108,829
7,621				Pool Corp			3,038,569
4,547		(c)		Savers Value Village Inc			79,027
24,886				TJX Cos Inc/The			2,334,556
6,915				Tractor Supply Co			1,486,932
2,331		(c)		Ulta Beauty Inc			1,142,167
4,507		(c)		Wayfair Inc, Class A			278,082
3,191				Williams-Sonoma Inc			643,880
				Total Consumer Discretionary Distribution & Retail			83,390,619
				Consumer Durables & Apparel - 0.4%
2,696		(c)		Deckers Outdoor Corp			1,802,087
27,957				NIKE Inc, Class B			3,035,291
3,437		(c)		Skechers USA Inc, Class A			214,263
				Total Consumer Durables & Apparel			5,051,641
				Consumer Services - 3.1%
6,160		(c)		Booking Holdings Inc			21,850,875
1,740		(c)		Chipotle Mexican Grill Inc			3,979,310
21,002				Darden Restaurants Inc			3,450,629
433				Domino’s Pizza Inc			178,496
13,319		(c)		DraftKings Inc, Class A			469,495
602		(c)		Duolingo Inc			136,564
26,996				Hilton Worldwide Holdings Inc			4,915,702
4,279				McDonald’s Corp			1,268,766
10,345				Service Corp International/US			708,115
1,480				Wingstop Inc			379,738
				Total Consumer Services			37,337,690
				Consumer Staples Distribution & Retail - 2.2%
25,248		(c)		BJ’s Wholesale Club Holdings Inc			1,683,032
2,618				Casey’s General Stores Inc			719,269
210,528		(c)		HF Foods Group Inc			1,124,220
24,681				Kroger Co/The			1,128,168
22,357		(c)		Performance Food Group Co			1,545,987
25,877		(c)		Sprouts Farmers Market Inc			1,244,942
60,824				Sysco Corp			4,448,059
17,183				Target Corp			2,447,203
46,686		(c)		US Foods Holding Corp			2,120,011
59,706				Walmart Inc			9,412,651
				Total Consumer Staples Distribution & Retail			25,873,542
				Energy - 0.3%
4,902		(c)		Clean Energy Fuels Corp			18,775
666				ConocoPhillips			77,303
5,519				Hess Corp			795,619
32,582				NOV Inc			660,763
3,259				Pioneer Natural Resources Co			732,884
8,314				Schlumberger NV			432,660
5,484				Select Water Solutions Inc			41,624
21,805				TechnipFMC PLC			439,153
141				Texas Pacific Land Corp			221,715
698		(c)		Weatherford International PLC			68,285
				Total Energy			3,488,781
				Equity Real Estate Investment Trusts (REITs) - 0.2%
55,254				CubeSmart			2,561,023
				Total Equity Real Estate Investment Trusts (REITs)			2,561,023

 

52

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Shares				Description (a)		Value
				Financial Services - 2.4%
3,005		(c)		Affirm Holdings Inc		$	147,666
5,861		(c)		Berkshire Hathaway Inc, Class B			2,090,384
666		(c)		Coinbase Global Inc, Class A			115,831
11,527				Jack Henry & Associates Inc			1,883,627
8,130				Mastercard Inc, Class A			3,467,526
8,682				Moody’s Corp			3,390,842
19,418				Morgan Stanley			1,810,728
143,943		(c)		PayPal Holdings Inc			8,839,540
3,079				S&P Global Inc			1,356,361
11,343				SEI Investments Co			720,848
11,700		(c)		Toast Inc, Class A			213,642
17,825				Visa Inc, Class A			4,640,739
				Total Financial Services			28,677,734
				Food, Beverage & Tobacco - 3.1%
1,452				Archer-Daniels-Midland Co			104,863
1,462		(c)		Boston Beer Co Inc/The, Class A			505,253
70,834		(c)		Bridgford Foods Corp			775,632
35,266				Brown-Forman Corp, Class B			2,013,689
7,539		(c)		Bunge Global SA			761,062
10,507				Cal-Maine Foods Inc			602,997
37,908		(c)		Celsius Holdings Inc			2,066,744
97,069				Coca-Cola Co/The			5,720,276
190				Coca-Cola Consolidated Inc			176,396
7,494				Constellation Brands Inc, Class A			1,811,675
4,567		(c)		Freshpet Inc			396,233
40,685				General Mills Inc			2,650,221
853				Ingredion Inc			92,576
22,636		(c)		Laird Superfood Inc			20,599
17,629				Lamb Weston Holdings Inc			1,905,519
20,310				McCormick & Co Inc/MD			1,389,610
242,394		(c)		Monster Beverage Corp			13,964,318
10,703		(c)		Post Holdings Inc			942,506
15,193		(c)		Simply Good Foods Co/The			601,643
16,131		(c)		Sovos Brands Inc			355,366
12,843				Tyson Foods Inc, Class A			690,311
				Total Food, Beverage & Tobacco			37,547,489
				Health Care Equipment & Services - 1.8%
26,882				Abbott Laboratories			2,958,902
1,197		(c)		Align Technology Inc			327,978
13,236		(c)		Alphatec Holdings Inc			199,996
11,805		(c)		Axonics Inc			734,625
2,837				Becton Dickinson & Co			691,746
45,774		(c)		Boston Scientific Corp			2,646,195
9,791				Cardinal Health Inc			986,933
845				CENCORA INC			173,546
255				Cooper Cos Inc/The			96,502
10,457		(c)		Edwards Lifesciences Corp			797,346
768				Embecta Corp			14,538
1,777		(c)		Glaukos Corp			141,254
6,017		(c)		Guardant Health Inc			162,760
11,126		(c)		Inari Medical Inc			722,300
2,477		(c)		Inspire Medical Systems Inc			503,896
17,865		(c)		LENSAR Inc			62,706
4,308				McKesson Corp			1,994,518
313		(c)		Novocure Ltd			4,673
271		(c)		Penumbra Inc			68,167
2,672		(c)		PROCEPT BioRobotics Corp			111,984
2,655		(c)		RxSight Inc			107,050
5,192		(c)		Schrodinger Inc/United States			185,874

 

53

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QQQX		Nuveen Nasdaq 100 Dynamic Overwrite Fund (continued)
		Portfolio of Investments December 31, 2023

 

Shares				Description (a)		Value
				Health Care Equipment & Services (continued)
1,347		(c)		Shockwave Medical Inc		$	256,684
19,914				Stryker Corp			5,963,446
20,982		(c)		Teladoc Health Inc			452,162
695		(c)		TransMedics Group Inc			54,856
929				UnitedHealth Group Inc			489,091
2,900		(c)		Veeva Systems Inc, Class A			558,308
4,183		(c)		Venus Concept Inc			4,852
				Total Health Care Equipment & Services			21,472,888
				Household & Personal Products - 0.2%
1,256				Colgate-Palmolive Co			100,116
4,331		(c)		elf Beauty Inc			625,137
1,884				Estee Lauder Cos Inc/The, Class A			275,535
11,199				Procter & Gamble Co/The			1,641,101
				Total Household & Personal Products			2,641,889
				Insurance - 0.0%
4,744		(b),(c)		Lemonade Inc			76,521
				Total Insurance			76,521
				Materials - 0.3%
4,212				Ball Corp			242,274
6,845		(c)		comScore Inc			114,311
4,584				Linde PLC			1,882,695
3,839				Sherwin-Williams Co/The			1,197,384
				Total Materials			3,436,664
				Media & Entertainment - 16.8%
439,779		(c)		Alphabet Inc, Class A			61,432,729
338,076		(c)		Alphabet Inc, Class C			47,645,051
642,116				Comcast Corp, Class A			28,156,787
6,551		(c)		Integral Ad Science Holding Corp			94,269
11,325		(c)		Lions Gate Entertainment Corp, Class A			123,442
10,553		(c)		Live Nation Entertainment Inc			987,761
37,991		(c)		Match Group Inc			1,386,672
160,569		(c)		Meta Platforms Inc			56,835,003
25,957				New York Times Co/The, Class A			1,271,633
6,270				News Corp, Class B			161,264
15,223		(c)		ROBLOX Corp, Class A			695,996
12,831		(c)		Roku Inc			1,176,089
42,393				Saga Communications Inc, Class A			943,668
8,142		(c)		TKO Group Holdings Inc			664,224
11,379				Walt Disney Co/The			1,027,410
				Total Media & Entertainment			202,601,998
				Pharmaceuticals, Biotechnology & Life Sciences - 5.0%
3,964		(c)		89bio Inc			44,278
21,953				Agilent Technologies Inc			3,052,126
66,016		(d)		Amgen Inc			19,013,928
803		(c)		Arcus Biosciences Inc			15,337
1,819		(c)		Arvinas Inc			74,870
4,186		(c)		Biohaven Ltd			179,161
1,796		(c)		BioMarin Pharmaceutical Inc			173,170
3,399		(c)		Blueprint Medicines Corp			313,524
4,277		(c)		Bridgebio Pharma Inc			172,662
2,012		(c)		Cerevel Therapeutics Holdings Inc			85,309
5,019		(c)		Charles River Laboratories International Inc			1,186,492
2,504		(c)		Cymabay Therapeutics Inc			59,144
5,067		(c)		Cytokinetics Inc			423,044
16,193				Danaher Corp			3,746,089

 

54

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Shares				Description (a)		Value
				Pharmaceuticals, Biotechnology & Life Sciences (continued)
22,400		(c)		Day One Biopharmaceuticals Inc		$	327,040
6,554		(c)		Editas Medicine Inc			66,392
2,706				Eli Lilly & Co			1,577,382
5,556		(c)		Exelixis Inc			133,288
172,825				Gilead Sciences Inc			14,000,553
48,226		(b),(c)		ImmunityBio Inc			242,095
2,239		(c)		ImmunoGen Inc			66,386
13,603		(c)		Insmed Inc			421,557
3,844		(c)		Ionis Pharmaceuticals Inc			194,468
7,172		(c)		Iovance Biotherapeutics Inc			58,308
22,160		(c)		Kura Oncology Inc			318,661
1,618		(c)		Madrigal Pharmaceuticals Inc			374,373
5,783		(c)		Mirati Therapeutics Inc			339,751
7,810		(c)		Neurocrine Biosciences Inc			1,029,046
13,272		(c)		Regeneron Pharmaceuticals Inc			11,656,665
4,581		(c)		Revance Therapeutics Inc			40,267
4,032		(c)		REVOLUTION Medicines Inc			115,638
14,185		(c)		Roivant Sciences Ltd			159,298
3,102		(c)		SpringWorks Therapeutics Inc			113,223
7,934		(c)		Twist Bioscience Corp			292,447
8,154		(c)		Ultragenyx Pharmaceutical Inc			389,924
193				West Pharmaceutical Services Inc			67,959
				Total Pharmaceuticals, Biotechnology & Life Sciences			60,523,855
				Semiconductors & Semiconductor Equipment - 19.5%
166,423		(c)		Advanced Micro Devices Inc			24,532,414
94,350				Analog Devices Inc			18,734,136
165,056				Applied Materials Inc			26,750,626
9,301		(c)		Axcelis Technologies Inc			1,206,247
37,356				Broadcom Inc			41,698,635
15,643		(c)		Cirrus Logic Inc			1,301,341
5,054		(c)		Credo Technology Group Holding Ltd			98,401
2,309		(c)		Enphase Energy Inc			305,111
10,198				Entegris Inc			1,221,924
6,555		(c)		First Solar Inc			1,129,295
2,690		(c)		FormFactor Inc			112,200
420,372				Intel Corp			21,123,693
37,130		(c)		Lattice Semiconductor Corp			2,561,599
13,569		(c)		MACOM Technology Solutions Holdings Inc			1,261,239
2,974		(b),(c)		Maxeon Solar Technologies Ltd			21,324
6,123				Monolithic Power Systems Inc			3,862,266
9,503		(c)		Navitas Semiconductor Corp			76,689
111,204				NVIDIA Corp			55,070,445
7,607		(c)		Onto Innovation Inc			1,163,110
12,494				Power Integrations Inc			1,025,882
12,202		(c)		Qorvo Inc			1,374,067
140,959				QUALCOMM Inc			20,386,900
11,536		(c)		Rambus Inc			787,332
9,889		(c)		Silicon Laboratories Inc			1,308,018
1,869		(c)		SiTime Corp			228,168
20,407				Skyworks Solutions Inc			2,294,155
16,275		(c)		SYNAPTICS INC			1,856,652
9,086				Taiwan Semiconductor Manufacturing Co Ltd, Sponsored ADR			944,944
3,690				Teradyne Inc			400,439
9,995				Universal Display Corp			1,911,644
				Total Semiconductors & Semiconductor Equipment			234,748,896

 

55

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QQQX		Nuveen Nasdaq 100 Dynamic Overwrite Fund (continued)
		Portfolio of Investments December 31, 2023

 

Shares				Description (a)		Value
				Software & Services - 15.9%
1,868		(c)		Appfolio Inc, Class A		$	323,612
6,319		(c)		AppLovin Corp, Class A			251,812
16,176		(c)		Asana Inc			307,506
52,492		(c)		Autodesk Inc			12,780,752
4,846				Bentley Systems Inc, Class B			252,864
6,843		(c)		Braze Inc, Class A			363,569
11,942		(b),(c)		C3.ai Inc, Class A			342,855
9,383		(c)		Ceridian HCM Holding Inc			629,787
5,650		(c)		Cleanspark Inc			62,319
20,252		(c)		Confluent Inc, Class A			473,897
5,238		(c)		DocuSign Inc			311,399
15,187		(c)		DoubleVerify Holdings Inc			558,578
16,008		(c)		Dropbox Inc, Class A			471,916
20,808		(c)		Dynatrace Inc			1,137,989
2,978		(c)		Elastic NV			335,621
9,639		(c)		EngageSmart Inc			220,733
1,335		(c)		Fair Isaac Corp			1,553,953
3,646		(c)		Five9 Inc			286,904
14,290		(c)		Freshworks Inc, Class A			335,672
5,922		(c)		Gitlab Inc, Class A			372,849
8,062		(c)		Guidewire Software Inc			879,080
7,482		(c)		HashiCorp Inc, Class A			176,874
2,688		(c)		HubSpot Inc			1,560,492
3,345		(c)		Intapp Inc			127,177
9,067		(c)		Manhattan Associates Inc			1,952,306
5,006		(c)		Marathon Digital Holdings Inc			117,591
365,081				Microsoft Corp			137,285,059
393		(c)		MicroStrategy Inc, Class A			248,227
11,808		(c)		Nutanix Inc, Class A			563,124
40,479				Oracle Corp			4,267,701
80,164		(c)		Palantir Technologies Inc, Class A			1,376,416
1,053		(c)		Paylocity Holding Corp			173,587
7,008		(c)		Procore Technologies Inc			485,094
24,964		(c)		PTC Inc			4,367,701
4,804		(c)		Qualys Inc			942,929
3,549		(c)		Riot Platforms Inc			54,903
22,714		(c)		Salesforce Inc			5,976,962
21,736		(c)		SentinelOne Inc, Class A			596,436
6,953		(c)		ServiceNow Inc			4,912,225
5,606		(c)		Smartsheet Inc, Class A			268,079
16,980		(c)		Sprinklr Inc, Class A			204,439
7,614		(c)		Sprout Social Inc, Class A			467,804
6,834		(c)		Tenable Holdings Inc			314,774
2,332		(c)		Tyler Technologies Inc			975,056
36,872		(c)		UiPath Inc, Class A			915,900
9,566		(c)		Unity Software Inc			391,154
10,300		(c)		Varonis Systems Inc			466,384
1,869		(c)		Workiva Inc			189,760
4,315		(c)		Zoom Video Communications Inc, Class A			310,292
				Total Software & Services			191,942,113
				Technology Hardware & Equipment - 14.1%
742,091		(d)		Apple Inc			142,874,779
497,907				Cisco Systems Inc			25,154,262
8,099		(c)		Keysight Technologies Inc			1,288,470
				Total Technology Hardware & Equipment			169,317,511
				Telecommunication Services - 0.4%
51,989		(b),(c)		AST SpaceMobile Inc			313,494
32,495				Spok Holdings Inc			503,023
31,079				Telephone and Data Systems Inc			570,300

 

56

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Shares				Description (a)																		Value
				Telecommunication Services (continued)
100,308				Verizon Communications Inc																		$	3,781,611
				Total Telecommunication Services																			5,168,428
				Transportation - 0.7%
11,239				Delta Air Lines Inc																			452,145
228				FedEx Corp																			57,677
4,575				JB Hunt Transport Services Inc																			913,811
26,971		(c)		Lyft Inc, Class A																			404,295
2,687				Norfolk Southern Corp																			635,153
1,881		(c)		Saia Inc																			824,292
33,792		(c)		Uber Technologies Inc																			2,080,574
10,994				Union Pacific Corp																			2,700,346
4,685		(c)		XPO Inc																			410,359
				Total Transportation																			8,478,652
				Utilities - 1.2%
8,663				American Water Works Co Inc																			1,143,429
15,430				Atmos Energy Corp																			1,788,337
13,565				CMS Energy Corp																			787,719
10,727				Consolidated Edison Inc																			975,835
13,604				Duke Energy Corp																			1,320,132
19,654				FirstEnergy Corp																			720,516
17,908				NRG Energy Inc																			925,844
69,334				PG&E Corp																			1,250,092
3,827				Public Service Enterprise Group Inc																			234,021
22,816				Sempra																			1,705,040
52,824				Southern Co/The																			3,704,019
13,645		(c)		Sunnova Energy International Inc																			208,086
				Total Utilities																			14,763,070
				Total Common Stocks (cost $407,610,692)																			1,205,116,253
Shares				Description (a)																		Value
				EXCHANGE-TRADED FUNDS - 1.2%
58,000				Vanguard Total Stock Market ETF																		$	13,758,760
				Total Exchange-Traded Funds (cost $13,379,869)																			13,758,760
Type				Description (e)		Number of Contracts				Notional Amount (f)				Exercise Price				Expiration Date				Value
				OPTIONS PURCHASED - 0.0%
Put				S&P 500 Index			70			$	29,400,000			$	4200				1/19/24			$	8,925
				Total Options Purchased (cost $27,466)			70			$	29,400,000												8,925
				Total Long-Term Investments (cost $421,018,027)																			1,218,883,938
Shares				Description (a)										Coupon								Value
				INVESTMENTS PURCHASED WITH COLLATERAL FROM SECURITIES LENDING - 0.1%
1,542,799		(g)		State Street Navigator Securities Lending Government Money Market Portfolio											5.360%(h)							$	1,542,799
				Total Investments Purchased with Collateral from Securities Lending (cost $1,542,799)																			1,542,799

 

57

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QQQX		Nuveen Nasdaq 100 Dynamic Overwrite Fund (continued)
		Portfolio of Investments December 31, 2023

 

Principal  Amount (000)						Description (a)										Coupon				Maturity		Value
						SHORT-TERM INVESTMENTS - 0.1%
						REPURCHASE AGREEMENTS - 0.1%
$	1,610			(i)		Fixed Income Clearing Corp (FICC)											1.600%			1/02/24		$	1,609,514
						Total Repurchase Agreements (cost $1,609,514)																	1,609,514
						Total Short-Term Investments (cost $1,609,514)																	1,609,514
						Total Investments (cost $424,170,340) - 101.4%																	1,222,036,251
						Other Assets & Liabilities, Net - (1.4)%																	(17,211,201	)
						Net Assets Applicable to Common Shares - 100%																$	1,204,825,050

Investments in Derivatives

Options Written

 

Type		Description(e)		Number of Contracts				Notional Amount (f)				Exercise Price				Expiration Date				Value
Call		Invesco QQQ Trust Series 1			(1,000)				$(38,978,000)				$390				1/05/24				$(2,005,000)
Call		Invesco QQQ Trust Series 1			(2,000)				(78,356,000)				392				1/12/24				(3,790,000)
Call		Invesco QQQ Trust Series 1			(2,500)				(99,945,000)				400				1/19/24				(3,187,500)
Call		Invesco QQQ Trust Series 1			(1,500)				(61,767,000)				412				1/19/24				(701,250)
Call		Russell 2000 Index			(100)				(20,500,000)				2,050				1/19/24				(275,500)
Call		S&P 500 Index			(140)				(65,800,000)				4,700				1/19/24				(1,420,300)
Call		S&P 500 Index			(70)				(33,600,000)				4,800				1/19/24				(252,700)
Call		NASDAQ 100 Stock INDEX			(35)				(58,275,000)				16,650				1/19/24				(1,229,375)
Call		NASDAQ 100 Stock INDEX			(40)				(67,200,000)				16,800				1/19/24				(1,010,000)
Call		S&P 500 Index			(140)				(67,200,000)				4,800				1/31/24				(769,300)
Total Options Written (premiums received $9,030,492)					(7,525)			$	(591,621,000)											$	(14,640,925)

For Fund portfolio compliance purposes, the Fund’s industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund management. This definition may not apply for purposes of this report, which may combine industry sub-classifications into sectors for reporting ease.

 

(a)	All percentages shown in the Portfolio of Investments are based on net assets applicable to common shares unless otherwise noted.

(b)	Investment, or a portion of investment, is out on loan for securities lending. The total value of the securities out on loan as of the end of the reporting period was $1,418,741.

(c)	Non-income producing; issuer has not declared an ex-dividend date within the past twelve months.

(d)	Investment, or portion of investment, has been pledged to collateralize the net payment obligations for investments in derivatives.

(e)	Exchange-traded, unless otherwise noted.

(f)	For disclosure purposes, Notional Amount is calculated by multiplying the Number of Contracts by the Exercise Price by 100.

(g)

The Fund may loan securities representing up to one third of the value of its total assets (which includes collateral for securities on loan) to broker dealers, banks, and other institutions. The collateral maintained by the Fund shall have a value, at the inception of each loan, equal to not less than 100% of the value of the loaned securities. The cash collateral received by the Fund is invested in this money market fund.

(h)	The rate shown is the one-day yield as of the end of the reporting period.

(i)	Agreement with Fixed Income Clearing Corporation, 1.600% dated 12/29/23 to be repurchased at $1,609,800 on 1/2/24, collateralized by Government Agency Securities, with coupon rate 2.875% and maturity date 5/15/32, valued at $1,641,759.

 

ADR	American Depositary Receipt

ETF	Exchange-Traded Fund

REIT	Real Estate Investment Trust

S&P	Standard & Poor’s

See Notes to Financial Statements

 

58

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JCE		Nuveen Core Equity Alpha Fund Portfolio of Investments December 31, 2023

 

Shares				Description (a)		Value
				LONG-TERM INVESTMENTS - 100.1%
				COMMON STOCKS - 99.6%
				Automobiles & Components - 1.1%
9,310		(b)		Tesla Inc		$	2,313,349
				Total Automobiles & Components			2,313,349
				Banks - 1.9%
4,005				Bank of America Corp			134,849
31,400				Citigroup Inc			1,615,216
9,070				JPMorgan Chase & Co			1,542,807
82,410		(b)		NU Holdings Ltd/Cayman Islands, Class A			686,475
				Total Banks			3,979,347
				Capital Goods - 10.2%
750				3M Co			81,990
9,260				AGCO Corp			1,124,257
20,290				Crane NXT Co			1,153,892
12,950				Esab Corp			1,121,729
29,770				Flowserve Corp			1,227,119
6,200				General Dynamics Corp			1,609,954
15,280				General Electric Co			1,950,186
9,220				Honeywell International Inc			1,933,526
1,320				Hubbell Inc			434,188
4,650				Huntington Ingalls Industries Inc			1,207,326
23,750				Johnson Controls International plc			1,368,950
2,610				Lennox International Inc			1,168,027
3,740				Lockheed Martin Corp			1,695,118
54,910				MDU Resources Group Inc			1,087,218
3,040				Northrop Grumman Corp			1,423,146
13,650				Oshkosh Corp			1,479,797
34,940				Vertiv Holdings Co, Class A			1,678,168
				Total Capital Goods			21,744,591
				Commercial & Professional Services - 2.2%
14,640		(b)		EAS Segment			1,204,286
10,580				Leidos Holdings Inc			1,145,179
6,380				MSA Safety Inc			1,077,136
30,460				Rollins Inc			1,330,188
				Total Commercial & Professional Services			4,756,789
				Consumer Discretionary Distribution & Retail - 7.2%
58,260		(b),(c)		Amazon.com Inc			8,852,024
68,720		(b)		Coupang Inc			1,112,577
10,190				Home Depot Inc/The			3,531,345
20,110				TJX Cos Inc/The			1,886,519
				Total Consumer Discretionary Distribution & Retail			15,382,465
				Consumer Durables & Apparel - 1.5%
370				DR Horton Inc			56,233
16,250				NIKE Inc, Class B			1,764,262
36,810				Tapestry Inc			1,354,976
				Total Consumer Durables & Apparel			3,175,471

 

59

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JCE		Nuveen Core Equity Alpha Fund (continued)
		Portfolio of Investments December 31, 2023

 

Shares				Description (a)		Value
				Consumer Services - 1.7%
550		(b)		Booking Holdings Inc		$	1,950,971
220				McDonald’s Corp			65,232
17,280				Starbucks Corp			1,659,053
				Total Consumer Services			3,675,256
				Consumer Staples Distribution & Retail - 2.2%
540				Costco Wholesale Corp			356,443
18,680				Sysco Corp			1,366,069
11,960				Target Corp			1,703,343
8,459				Walmart Inc			1,333,561
				Total Consumer Staples Distribution & Retail			4,759,416
				Diversified Financials - 0.2%
13,450		(b)		NCR Corp ATM			326,700
				Total Diversified Financials			326,700
				Energy - 3.9%
42,020				Baker Hughes Co			1,436,244
2,329				Chevron Corp			347,394
2,660				EOG Resources Inc			321,727
31,750				Exxon Mobil Corp			3,174,365
25,080				HF Sinclair Corp			1,393,695
11,980				Valero Energy Corp			1,557,400
				Total Energy			8,230,825
				Equity Real Estate Investment Trusts (REITs) - 1.2%
3,490				Cousins Properties Inc			84,982
8,130				Digital Realty Trust Inc			1,094,135
2,330				Host Hotels & Resorts Inc			45,365
26,470				Ventas Inc			1,319,265
				Total Equity Real Estate Investment Trusts (REITs)			2,543,747
				Financial Services - 7.3%
8,790				American Express Co			1,646,719
14,420		(b)		Berkshire Hathaway Inc, Class B			5,143,037
22,070		(b)		Block Inc			1,707,114
23,430				Fidelity National Information Services Inc			1,407,440
7,390		(b)		Fiserv Inc			981,688
12,310				Global Payments Inc			1,563,370
1,901				Mastercard Inc, Class A			810,796
22,380				Nasdaq Inc			1,301,173
4,400				Visa Inc, Class A			1,145,540
				Total Financial Services			15,706,877
				Food, Beverage & Tobacco - 3.2%
10,510		(b)		Bunge Global SA			1,060,985
20,870				Coca-Cola Co/The			1,229,869
15,710				PepsiCo Inc			2,668,186
20,100				Philip Morris International Inc			1,891,008
				Total Food, Beverage & Tobacco			6,850,048
				Health Care Equipment & Services - 5.6%
26,290		(b)		Boston Scientific Corp			1,519,825
11,880				Cardinal Health Inc			1,197,504
19,390		(b)		Centene Corp			1,438,932
3,780		(c)		Elevance Health Inc			1,782,497
16,030		(b)		Hologic Inc			1,145,344
2,970				Humana Inc			1,359,696
1,780		(b)		Insulet Corp			386,224

 

60

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Shares				Description (a)		Value
				Health Care Equipment & Services (continued)
12,580				Medtronic PLC		$	1,036,340
30,370		(b)		Teladoc Health Inc			654,473
2,880				UnitedHealth Group Inc			1,516,234
				Total Health Care Equipment & Services			12,037,069
				Household & Personal Products - 1.9%
14,550				Colgate-Palmolive Co			1,159,780
19,690				Procter & Gamble Co/The			2,885,373
				Total Household & Personal Products			4,045,153
				Insurance - 1.8%
11,150				Cincinnati Financial Corp			1,153,579
13,240				Loews Corp			921,371
8,870				Marsh & McLennan Cos Inc			1,680,599
				Total Insurance			3,755,549
				Materials - 1.8%
5,030				Air Products and Chemicals Inc			1,377,214
31,180		(b)		Axalta Coating Systems Ltd			1,059,185
9,300				PPG Industries Inc			1,390,815
				Total Materials			3,827,214
				Media & Entertainment - 7.5%
33,820		(b),(c)		Alphabet Inc, Class A			4,724,316
36,710		(b),(c)		Alphabet Inc, Class C			5,173,540
47,670				Comcast Corp, Class A			2,090,330
9,090		(b)		Meta Platforms Inc			3,217,496
10,240				Walt Disney Co/The			924,570
				Total Media & Entertainment			16,130,252
				Pharmaceuticals, Biotechnology & Life Sciences - 7.9%
17,060				AbbVie Inc			2,643,788
32,300				Bristol-Myers Squibb Co			1,657,313
2,070				Eli Lilly & Co			1,206,644
21,459				Johnson & Johnson			3,363,484
23,991				Merck & Co Inc			2,615,499
130		(b)		Mettler-Toledo International Inc			157,685
4,690		(b)		Neurocrine Biosciences Inc			617,954
60,290				Pfizer Inc			1,735,749
35,000				Royalty Pharma PLC			983,150
1,443				Thermo Fisher Scientific Inc			765,930
3,500				West Pharmaceutical Services Inc			1,232,420
				Total Pharmaceuticals, Biotechnology & Life Sciences			16,979,616
				Real Estate Management & Development - 0.2%
2,190		(b)		Jones Lang LaSalle Inc			413,625
				Total Real Estate Management & Development			413,625
				Semiconductors & Semiconductor Equipment - 5.9%
17,840		(b)		Allegro MicroSystems Inc			540,017
830				Broadcom Inc			926,488
15,130				Intel Corp			760,282
16,610				NVIDIA Corp			8,225,604
14,670				QUALCOMM Inc			2,121,722
				Total Semiconductors & Semiconductor Equipment			12,574,113

 

61

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JCE		Nuveen Core Equity Alpha Fund (continued)
		Portfolio of Investments December 31, 2023

 

Shares				Description (a)																		Value
				Software & Services - 12.3%
5,210		(b)		Adobe Inc																		$	3,108,286
750		(b)		Atlassian Corp Ltd, Class A																			178,395
7,640		(b)		Cadence Design Systems Inc																			2,080,907
7,940		(b)		DocuSign Inc																			472,033
44,115				Microsoft Corp																			16,589,005
11,421		(b)		Salesforce Inc																			3,005,322
1,000		(b)		Synopsys Inc																			514,910
8,640		(b)		Teradata Corp																			375,926
				Total Software & Services																			26,324,784
				Technology Hardware & Equipment - 9.3%
86,548		(c)		Apple Inc																			16,663,086
42,190				Cisco Systems Inc																			2,131,439
3,280				Motorola Solutions Inc																			1,026,935
				Total Technology Hardware & Equipment																			19,821,460
				Transportation - 0.1%
3,850		(b)		Alaska Air Group Inc																			150,419
				Total Transportation																			150,419
				Utilities - 1.5%
12,920				Evergy Inc																			674,424
18,200				Sempra																			1,360,086
20,300				Xcel Energy Inc																			1,256,773
				Total Utilities																			3,291,283
				Total Common Stocks (cost $167,582,749)																			212,795,418
Shares				Description (a)																		Value
				EXCHANGE-TRADED FUNDS - 0.5%
2,285				iShares Core S&P 500 ETF																		$	1,091,385
				Total Exchange-Traded Funds (cost $961,733)																			1,091,385
Type				Description (d)		Number of Contracts				Notional   Amount (e)				Exercise Price				Expiration Date				Value
				OPTIONS PURCHASED - 0.0%
Put				S&P 500 Index			8			$	3,360,000			$	4200				1/19/24			$	1,020
				Total Options Purchased (cost $3,139)			8			$	3,360,000												1,020
				Total Long-Term Investments (cost $168,547,621)																			213,887,823
Principal Amount (000)				Description (a)										Coupon				Maturity				Value
				SHORT-TERM INVESTMENTS - 0.2%
				REPURCHASE AGREEMENTS - 0.2%
$     352		(f)		Fixed Income Clearing Corp (FICC)											1.600%				1/02/24			$	352,017
				Total Repurchase Agreements (cost $352,017)																			352,017
				Total Short-Term Investments (cost $352,017)																			352,017
				Total Investments (cost $168,899,638) - 100.3%																			214,239,840
				Other Assets & Liabilities, Net - (0.3)%																			(570,606	)
				Net Assets Applicable to Common Shares - 100%																		$	213,669,234

 

62

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Investments in Derivatives

Options Written

 

Type		Description(d)		Number of Contracts				Notional Amount (e)				Exercise Price				Expiration Date				Value
Call		Russell 2000 Index			(10)				$(2,050,000)				$2,050				1/19/24				$(27,550)
Call		S&P 500 Index			(20)				(9,400,000)				4,700				1/19/24				(202,900)
Call		S&P 500 Index			(30)				(14,250,000)				4,750				1/19/24				(193,500)
Call		S&P 500 Index			(25)				(12,000,000)				4,800				1/19/24				(90,250)
Total Options Written (premiums received $148,242)					(85)				$(37,700,000)												$(514,200)

 

For Fund portfolio compliance purposes, the Fund’s industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund management. This definition may not apply for purposes of this report, which may combine industry sub-classifications into sectors for reporting ease.

 

(a)	All percentages shown in the Portfolio of Investments are based on net assets applicable to common shares unless otherwise noted.

(b)	Non-income producing; issuer has not declared an ex-dividend date within the past twelve months.

(c)	Investment, or portion of investment, has been pledged to collateralize the net payment obligations for investments in derivatives.

(d)	Exchange-traded, unless otherwise noted.

(e)	For disclosure purposes, Notional Amount is calculated by multiplying the Number of Contracts by the Exercise Price by 100.

(f)	Agreement with Fixed Income Clearing Corporation, 1.600% dated 12/29/23 to be repurchased at $352,079 on 1/2/24, collateralized by Government Agency Securities, with coupon rate 2.875% and maturity date 5/15/32, valued at $359,059.

 

ETF	Exchange-Traded Fund

REIT	Real Estate Investment Trust

S&P	Standard & Poor’s

See Notes to Financial Statements

 

63

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Statement of Assets and Liabilities

 

December 31, 2023		BXMX				DIAX				SPXX				QQQX				JCE
ASSETS
Long-term investments, at value†‡		$	1,445,759,666			$	595,385,878			$	295,061,577			$	1,218,883,938			$	213,887,823
Investments purchased with collateral from securities lending, at value (cost approximates value)			571,823				910,821				2,933,198				1,542,799				-
Short-term investments, at value¸			62,475,000				1,028,999				543,866				1,609,514				352,017
Cash			-				-				1,277				-				-
Cash denominated in foreign currencies^			553				-				-				-				-
Receivables:
Dividends			1,346,172				214,025				223,545				211,817				193,384
Interest			27,645				137				73				215				47
Reclaims			2,213				-				-				329				-
Deferred offering costs			-				-				212,709				36,674				-
Other			346,848				55,016				63,054				143,573				41,068
Total assets			1,510,529,920				597,594,876				299,039,299				1,222,428,859				214,474,339
LIABILITIES
Cash overdraft			26,432,496				-				-				-				-
Written options, at value#			29,372,135				6,326,250				3,161,320				14,640,925				514,200
Payables:
Management fees			1,028,497				425,531				202,701				842,428				164,657
Collateral from securities lending			571,823				910,821				2,933,198				1,542,799				-
Accrued expenses:
Custodian fees			72,732				36,510				51,588				64,029				36,135
Investor relations			180,521				79,241				44,198				158,290				24,461
Trustees fees			340,746				59,435				55,468				138,122				43,275
Professional fees			12,647				5,971				4,427				10,571				3,748
Shareholder reporting expenses			102,507				48,131				28,362				95,804				18,510
Shareholder servicing agent fees			163				120				124				163				119
Shelf offering costs			-				-				170				43,537				-
Other			25,052				5,450				–				67,141				–
Total liabilities			58,139,319				7,897,460				6,481,556				17,603,809				805,105
Net assets applicable to common shares		$	1,452,390,601			$	589,697,416			$	292,557,743			$	1,204,825,050			$	213,669,234
Common shares outstanding			104,165,286				36,366,913				17,960,021				48,826,783				16,084,218
Net asset value (“NAV”) per common share outstanding		$	13.94			$	16.22			$	16.29			$	24.68			$	13.28
NET ASSETS APPLICABLE TO COMMON SHARES CONSIST OF:
Common shares, $0.01 par value per share		$	1,041,653			$	363,669			$	179,600			$	488,268			$	160,842
Paid-in capital			498,649,133				214,192,677				117,730,825				415,539,940				168,468,420
Total distributable earnings (loss)			952,699,815				375,141,070				174,647,318				788,796,842				45,039,972
Net assets applicable to common shares		$	1,452,390,601			$	589,697,416			$	292,557,743			$	1,204,825,050			$	213,669,234
Authorized shares:
Common			Unlimited				Unlimited				Unlimited				Unlimited				Unlimited
†  Long-term investments, cost		$	472,674,465			$	219,812,715			$	119,704,179			$	421,018,027			$	168,547,621
¸   Short-term investments, cost		$	62,475,000			$	1,028,999			$	543,866			$	1,609,514			$	352,017
‡  Includes securities loaned of		$	542,055			$	880,798			$	2,853,286			$	1,418,741			$	–
#  Written options, premiums received		$	18,134,727			$	3,539,608			$	1,769,196			$	9,030,492			$	148,242
^  Cash denominated in foreign currencies, cost		$	536			$	–			$	–			$	–			$	–

 

See Notes to Financial Statements

 

64

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Statement of Operations

 

Year Ended December 31, 2023		BXMX				DIAX				SPXX				QQQX				JCE
INVESTMENT INCOME
Dividends		$	23,489,945			$	12,606,830			$	4,650,348			$	10,128,283			$	3,080,909
Interest			1,195,450				23,619				11,645				46,723				9,097
Securities lending income, net			30,070				2,492				33,053				79,910				153
Tax withheld			(62,185	)			–				(1,000	)			(7,870	)			–
Total investment income			24,653,280				12,632,941				4,694,046				10,247,046				3,090,159
EXPENSES
Management fees			11,720,779				4,938,219				2,324,589				9,375,678				1,873,902
Shareholder servicing agent fees			924				610				304				641				320
Interest expense			90,928				866				638				14,907				706
Trustees fees			50,915				20,844				10,282				40,843				7,333
Custodian expenses			101,105				46,533				91,904				88,062				49,093
Investor relations expenses			263,604				120,744				68,357				241,936				41,360
Professional fees			129,170				85,152				65,825				125,120				66,923
Shareholder reporting expenses			146,041				72,809				50,372				144,504				32,659
Stock exchange listing fees			31,687				10,968				9,677				–				7,355
Other			246,545				133,397				55,675				328,162				13,902
Total expenses			12,781,698				5,430,142				2,677,623				10,359,853				2,093,553
Net investment income (loss)			11,871,582				7,202,799				2,016,423				(112,807	)			996,606
REALIZED AND UNREALIZED GAIN (LOSS)
Realized gain (loss) from:
Investments			71,087,372				44,508,309				25,845,287				171,170,159				5,865,459
Written options			(64,188,719	)			(36,025,816	)			(17,718,688	)			(127,634,999	)			(3,443,165	)
Foreign currency transactions			504				–				–				–				–
Net realized gain (loss)			6,899,157				8,482,493				8,126,599				43,535,160				2,422,294
Change in unrealized appreciation (depreciation) on:
Investments			249,318,823				31,672,322				39,899,041				297,126,137				37,772,549
Written options			(26,901,319	)			(4,664,741	)			(2,252,036	)			(13,045,299	)			(651,805	)
Foreign currency translations			213				–				–				–				–
Net change in unrealized appreciation (depreciation)			222,417,717				27,007,581				37,647,005				284,080,838				37,120,744
Net realized and unrealized gain (loss)			229,316,874				35,490,074				45,773,604				327,615,998				39,543,038
Net increase (decrease) in net assets applicable to common shares from operations		$	241,188,456			$	42,692,873			$	47,790,027			$	327,503,191			$	40,539,644

 

See Notes to Financial Statements

 

65

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Statement of Changes in Net Assets

 

		BXMX												DIAX
		Year Ended 12/31/23				Year Ended 12/31/22								Year Ended 12/31/23				Year Ended 12/31/22
OPERATIONS
Net investment income (loss)		$	11,871,582			$	9,828,657							$	7,202,799			$	7,248,390
Net realized gain (loss)			6,899,157				130,874,764								8,482,493				26,781,810
Net change in unrealized appreciation (depreciation)			222,417,717				(324,625,247	)							27,007,581				(61,332,721	)
Net increase (decrease) in net assets applicable to common shares from operations			241,188,456				(183,921,826	)							42,692,873				(27,302,521	)
DISTRIBUTIONS TO COMMON SHAREHOLDERS
Dividends			(71,581,067	)			(98,466,148	)							(10,665,642	)			(40,345,882	)
Return of Capital			(26,959,293	)			–								(31,039,934	)			(1,359,694	)
Total distributions			(98,540,360	)			(98,466,148	)							(41,705,576	)			(41,705,576	)
CAPITAL SHARE TRANSACTIONS
Common shares:
Reinvestments of distributions			986,113				–								–				–
Net increase (decrease) applicable to common shares from capital share transactions			986,113				–								–				–
Net increase (decrease) in net assets applicable to common shares			143,634,209				(282,387,974	)							987,297				(69,008,097	)
Net assets applicable to common shares at the beginning of the period			1,308,756,392				1,591,144,366								588,710,119				657,718,216
Net assets applicable to common shares at the end of the period		$	1,452,390,601			$	1,308,756,392							$	589,697,416			$	588,710,119

 

See Notes to Financial Statements

 

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		SPXX										QQQX
		Year Ended 12/31/23				Year Ended 12/31/22						Year Ended 12/31/23				Year Ended 12/31/22
OPERATIONS
Net investment income (loss)		$	2,016,423			$	2,227,889					$	(112,807	)		$	403,565
Net realized gain (loss)			8,126,599				20,649,764						43,535,160				104,349,228
Net change in unrealized appreciation (depreciation)			37,647,005				(70,181,751	)					284,080,838				(480,763,794	)
Net increase (decrease) in net assets applicable to common shares from operations			47,790,027				(47,304,098	)					327,503,191				(376,011,001	)
DISTRIBUTIONS TO COMMON SHAREHOLDERS
Dividends			(13,323,270	)			(20,756,114	)					(59,281,400	)			(93,184,576	)
Return of Capital			(7,797,715	)			-						(22,507,046	)			-
Total distributions			(21,120,985	)			(20,756,114	)					(81,788,446	)			(93,184,576	)
CAPITAL SHARE TRANSACTIONS
Common shares:
Proceeds from shelf offering, net of offering costs			(7,370	)			10,181,265						7,390,865				81,420,803
Reinvestments of distributions			135,722				223,858						2,001,708				2,625,827
Net increase (decrease) applicable to common shares from capital share transactions			128,352				10,405,123						9,392,573				84,046,630
Net increase (decrease) in net assets applicable to common shares			26,797,394				(57,655,089	)					255,107,318				(385,148,947	)
Net assets applicable to common shares at the beginning of the period			265,760,349				323,415,438						949,717,732				1,334,866,679
Net assets applicable to common shares at the end of the period		$	292,557,743			$	265,760,349					$	1,204,825,050			$	949,717,732

 

See Notes to Financial Statements

 

67

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		JCE
		Year Ended 12/31/23				Year Ended 12/31/22
OPERATIONS
Net investment income (loss)		$	996,606			$	1,534,041
Net realized gain (loss)			2,422,294				(1,637,397	)
Net change in unrealized appreciation (depreciation)			37,120,744				(47,326,005	)
Net increase (decrease) in net assets applicable to common shares from operations			40,539,644				(47,429,361	)
DISTRIBUTIONS TO COMMON SHAREHOLDERS
Dividends			(1,294,889	)			(32,669,229	)
Return of Capital			(19,292,910	)			(4,773,720	)
Total distributions			(20,587,799	)			(37,442,949	)
CAPITAL SHARE TRANSACTIONS
Common shares:
Reinvestments of distributions			149,097				396,514
Net increase (decrease) applicable to common shares from capital share transactions			149,097				396,514
Net increase (decrease) in net assets applicable to common shares			20,100,942				(84,475,796	)
Net assets applicable to common shares at the beginning of the period			193,568,292				278,044,088
Net assets applicable to common shares at the end of the period		$	213,669,234			$	193,568,292

 

See Notes to Financial Statements

 

68

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69

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Financial Highlights

 

The following data is for a common share outstanding for each fiscal year end unless otherwise noted:

 

						Investment Operations												Less Distributions to Common Shareholders																Common Share
		Common Share Net Asset Value, Beginning of Period				Net Investment Income (NII) (Loss)(a)				Net Realized/ Unrealized Gain (Loss)				Total				From NII				From Net Realized Gains				Return of Capital				Total				Shelf Offering Costs				Premium per Share Sold through Shelf Offering				Net Asset Value, End of Period				Share Price, End of Period
BXMX
12/31/23			$12.57				$0.11				$2.20				$2.31				$(0.11)				$(0.57)				$(0.26)				$(0.94)				$–				$–				$13.94				$12.83
12/31/22			15.29				0.09				(1.86)				(1.77)				(0.10)				(0.85)				–				(0.95)				–				–				12.57				12.65
12/31/21			13.75				0.04				2.36				2.40				(0.07)				(0.41)				(0.38)				(0.86)				–				–				15.29				14.65
12/31/20			13.68				0.15				0.80				0.95				(0.12)				–				(0.76)				(0.88)				–(c)				–(c)				13.75				12.88
12/31/19			12.61				0.16				1.84				2.00				(0.16)				–				(0.77)				(0.93)				–(c)				–(c)				13.68				13.75
DIAX
12/31/23			16.19				0.20				0.98				1.18				(0.20)				(0.10)				(0.85)				(1.15)				–				–				16.22				14.00
12/31/22			18.09				0.20				(0.95)				(0.75)				(0.20)				(0.91)				(0.04)				(1.15)				–				–				16.19				15.51
12/31/21			16.65				0.17				2.36				2.53				(0.17)				(0.16)				(0.76)				(1.09)				–				–				18.09				17.77
12/31/20			18.20				0.22				(0.66)				(0.44)				(0.22)				(0.81)				(0.08)				(1.11)				–(c)				–(c)				16.65				15.20
12/31/19			16.90				0.27				2.21				2.48				(0.27)				–				(0.91)				(1.18)				–(c)				–(c)				18.20				17.66
SPXX
12/31/23			14.80				0.11				2.56				2.67				(0.12)				(0.63)				(0.43)				(1.18)				–				–				16.29				15.04
12/31/22			18.70				0.13				(2.85)				(2.72)				(0.13)				(1.05)				–				(1.18)				–				–				14.80				16.12
12/31/21			16.17				0.11				3.40				3.51				(0.11)				(0.60)				(0.27)				(0.98)				–(c)				–(c)				18.70				18.60
12/31/20			16.27				0.15				0.75				0.90				(0.15)				–				(0.85)				(1.00)				–(c)				–(c)				16.17				15.24
12/31/19			14.42				0.17				2.74				2.91				(0.18)				–				(0.88)				(1.06)				–(c)				–(c)				16.27				16.47
QQQX
12/31/23			19.61				–(c)				6.74				6.74				–				(1.22)				(0.46)				(1.68)				–(c)				0.01				24.68				23.15
12/31/22			29.63				0.01				(8.06)				(8.05)				(0.01)				(1.96)				–				(1.97)				–				–				19.61				20.43
12/31/21			26.32				(0.06)				5.12				5.06				–				(0.78)				(1.01)				(1.79)				–(c)				0.04				29.63				30.65
12/31/20			24.12				0.04				3.70				3.74				(0.01)				–				(1.55)				(1.56)				–(c)				0.02				26.32				26.01
12/31/19			20.27				0.06				5.33				5.39				(0.05)				–				(1.51)				(1.56)				–(c)				0.02				24.12				24.05

 

(a)	Based on average shares outstanding.

 

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										Common Share Supplemental Data/ Ratios Applicable to Common Shares
		Common Share Total Returns												Ratios to Average Net Assets
		Based on Net Asset Value(b)				Based on Share Price(b)				Net Assets, End of Period (000)				Expenses				Net Investment Income (Loss)				Portfolio Turnover Rate
			18.84%				9.05%			$	1,452,391				0.91%				0.85%				16%
			(11.63)				(7.09)				1,308,756				0.89				0.70				6
			17.80				20.75				1,591,144				0.89				0.31				7
			7.92				1.16				1,431,454				0.91				1.14				22
			16.16				22.08				1,422,672				0.91				1.18				4
			7.67				(2.18)				589,697				0.94				1.25				12
			(3.92)				(5.93)				588,710				0.93				1.20				15
			15.45				24.60				657,718				0.92				0.96				8
			(1.49)				(6.73)				605,601				0.94				1.40				27
			14.94				17.07				661,255				0.95				1.49				6
			18.45				0.75				292,558				0.94				0.71				21
			(14.70)				(6.79)				265,760				0.92				0.78				32
			22.15				29.03				323,415				0.90				0.61				26
			6.60				(0.24)				277,949				0.93				1.03				20
			20.62				25.40				275,280				0.99				1.11				8
			35.03				21.78				1,204,825				0.92				(0.01)				35
			(27.68)				(27.25)				949,718				0.92				0.04				36
			19.85				25.39				1,334,867				0.90				(0.21)				32
			16.61				15.66				1,092,308				0.94				0.15				20
			27.33				28.73				951,945				0.91				0.25				11

 

(b)

Total Return Based on Common Share NAV is the combination of changes in common share NAV, reinvested dividend income at Common Share NAV and reinvested capital gains distributions at NAV, if any. The last dividend declared in the period, which is typically paid on the first business day of the following month, is assumed to be reinvested at the ending NAV. The actual reinvest price for the last dividend declared in the period may often be based on the Fund’s market price (and not its NAV), and therefore may be different from the price used in the calculation. Total returns are not annualized.

Total Return Based on Common Share Price is the combination of changes in the market price per share and the effect of reinvested dividend income and reinvested capital gains distributions, if any, at the average price paid per share at the time of reinvestment. The last dividend declared in the period, which is typically paid on the first business day of the following month, is assumed to be reinvested at the ending market price. The actual reinvestment for the last dividend declared in the period may take place over several days, and in some instances may not be based on the market price, so the actual reinvestment price may be different from the price used in the calculation. Total returns are not annualized.

(c)	Value rounded to zero.

 

See Notes to Financial Statements

 

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Financial Highlights (continuted)

 

The following data is for a common share outstanding for each fiscal year end unless otherwise noted:

 

						Investment Operations												Less Distributions to Common Shareholders																Common Share
		Common Share Net Asset Value, Beginning of Period				Net Investment Income (NII) (Loss)(a)				Net Realized/ Unrealized Gain (Loss)				Total				From NII				From Net Realized Gains				Return of Capital				Total				Premium per Share Sold through Shelf Offering				Net Asset Value, End of Period				Share Price, End of Period
JCE
12/31/23			$12.04				$0.06				$2.46				$2.52				$(0.06	)			$(0.02	)			$(1.20	)			$(1.28	)			$–				$13.28				$13.55
12/31/22			17.33				0.10				(3.06)				(2.96)				(0.10	)			(1.93	)			(0.30	)			(2.33	)			–				12.04				13.54
12/31/21			15.21				0.01				3.95				3.96				(0.07	)			(1.77	)			–				(1.84	)			–				17.33				18.58
12/31/20			15.04				0.14				0.96				1.10				(0.10	)			(0.83	)			–				(0.93	)			–(c)				15.21				14.07
12/31/19			12.68				0.09				3.27				3.36				(0.10	)			(0.55	)			(0.35	)			(1.00	)			–				15.04				14.62

 

(a)	Based on average shares outstanding.

(b)

Total Return Based on Common Share NAV is the combination of changes in common share NAV, reinvested dividend income at Common Share NAV and reinvested capital gains distributions at NAV, if any. The last dividend declared in the period, which is typically paid on the first business day of the following month, is assumed to be reinvested at the ending NAV. The actual reinvest price for the last dividend declared in the period may often be based on the Fund’s market price (and not its NAV), and therefore may be different from the price used in the calculation. Total returns are not annualized.

Total Return Based on Common Share Price is the combination of changes in the market price per share and the effect of reinvested dividend income and reinvested capital gains distributions, if any, at the average price paid per share at the time of reinvestment. The last dividend declared in the period, which is typically paid on the first business day of the following month, is assumed to be reinvested at the ending market price. The actual reinvestment for the last dividend declared in the period may take place over several days, and in some instances may not be based on the market price, so the actual reinvestment price may be different from the price used in the calculation. Total returns are not annualized.

 

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										Common Share Supplemental Data/ Ratios Applicable to Common Shares
		Common Share Total Returns												Ratios to Average Net Assets
		Based on Net Asset Value(b)				Based on Share Price(b)				Net Assets, End of Period (000)				Expenses				Net Investment Income (Loss)				Portfolio Turnover Rate
			21.68	%			10.60	%			$213,669				1.02	%			0.48	%			105	%
			(17.30	)			(14.07	)			193,568				1.00				0.66				92
			26.91				47.15				278,044				0.98				0.09				104
			8.42				3.62				243,790				1.17	(d)			1.00	(d)			169
			26.96				30.26				241,024				1.01				0.64				35

 

(c)	Value rounded to zero.

(d)

During the period ended December 31, 2020, the Adviser voluntarily reimbursed the Fund for certain expenses incurred in connection with a common shares equity shelf program. As a result, the Expenses and Net Investment Income (Loss) Ratios to Average Net Assets reflect this voluntary expense reimbursement from Adviser. The Expenses and Net Investment Income (Loss) Ratios to Average Net Assets excluding this expense reimbursement from Adviser were as follows:

 

		Ratios to Average Net Assets
				Expenses				NII        (Loss)
		12/31/20			1.23%				0.94%

 

See Notes to Financial Statements

 

73

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Notes to Financial Statements

 

1.	General Information

Fund Information: The funds covered in this report and their corresponding New York Stock Exchange (“NYSE”) or Nasdaq National Market (“Nasdaq”) symbols are as follows (each a “Fund” and collectively, the “Funds”):

 

·

Nuveen S&P 500 Buy-Write Income Fund (BXMX)

 

·

Nuveen Dow 30SM Dynamic Overwrite Fund (DIAX)

 

·

Nuveen S&P 500 Dynamic Overwrite Fund (SPXX)

 

·

Nuveen Nasdaq 100 Dynamic Overwrite Fund (QQQX)

 

·

Nuveen Core Equity Alpha Fund (JCE)

The Funds are registered under the Investment Company Act of 1940 (the “1940 Act”), as amended, as diversified (non-diversified for DIAX and QQQX) closed-end management investment companies. Shares of BXMX, DIAX, SPXX and JCE are traded on the NYSE while shares of QQQX are traded on the Nasdaq. BXMX, DIAX, SPXX, QQQX and JCE were organized as Massachusetts business trusts on July 23, 2004, May 20, 2014, November 11, 2004, May 20, 2014 and January 9, 2007, respectively.

Current Fiscal Period: The end of the reporting period for the Funds is December 31, 2023, and the period covered by these Notes to Financial Statements is the fiscal year ended December 31, 2023 (the “current fiscal period”).

Investment Adviser and Sub-Adviser: The Funds’ investment adviser is Nuveen Fund Advisors, LLC (the “Adviser”), a subsidiary of Nuveen, LLC (“Nuveen”). Nuveen is the investment management arm of Teachers Insurance and Annuity Association of America (TIAA). The Adviser has overall responsibility for management of the Funds, oversees the management of the Funds’ portfolios, manages the Funds’ business affairs and provides certain clerical, bookkeeping and other administrative services, and, if necessary, asset allocation decisions. The Adviser has entered into sub-advisory agreements with Gateway Investment Advisers, LLC (“Gateway”), under which Gateway manages BXMX’s investment portfolio and Nuveen Asset Management, LLC (“NAM”), a subsidiary of the Adviser, under which NAM manages the investment portfolios of DIAX, SPXX, QQQX and JCE.

Developments Regarding the Funds’ Control Share By-Law: On October 5, 2020, the Funds and certain other closed-end funds in the Nuveen fund complex amended their by-laws. Among other things, the amended by-laws included provisions pursuant to which, in summary, a shareholder who obtains beneficial ownership of common shares in a Control Share Acquisition (as defined in the by-laws) shall have the same voting rights as other common shareholders only to the extent authorized by the other disinterested shareholders (the “Control Share By-Law”). On January 14, 2021, a shareholder of certain Nuveen closed-end funds filed a civil complaint in the U.S. District Court for the Southern District of New York (the “District Court”) against certain Nuveen funds and their trustees, seeking a declaration that such funds’ Control Share By-Laws violate the 1940 Act, rescission of such fund’s Control Share By-Laws and a permanent injunction against such funds applying the Control Share By-Laws. On February 18, 2022, the District Court granted judgment in favor of the plaintiff’s claim for rescission of such funds’ Control Share By-Laws and the plaintiff’s declaratory judgment claim, and declared that such funds’ Control Share By-Laws violate Section 18(i) of the 1940 Act. Following review of the judgment of the District Court, on February 22, 2022, the Funds’ Board of Trustees (the “Board”) amended the Fund’s by-laws to provide that the Funds’ Control Share By-Law shall be of no force and effect for so long as the judgment of the District Court is effective and that if the judgment of the District Court is reversed, overturned, vacated, stayed, or otherwise nullified, the Fund’s Control Share By-Law will be automatically reinstated and apply to any beneficial owner of common shares acquired in a Control Share Acquisition, regardless of whether such Control Share Acquisition occurs before or after such reinstatement, for the duration of the stay or upon issuance of the mandate reversing, overturning, vacating or otherwise nullifying the judgment of the District Court. On February 25, 2022, the Board and the Funds appealed the District Court’s decision to the U.S. Court of Appeals for the Second Circuit. On November 30, 2023, the U.S. Court of Appeals for the Second Circuit upheld the opinion of the District Court.

 

2.	Significant Accounting Policies

The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which may require the use of estimates made by management and the evaluation of subsequent events. Actual results may differ from those estimates. Each Fund is an investment company and follows accounting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 946, Financial Services – Investment Companies. The net asset value (“NAV”) for financial reporting purposes may differ from the NAV for processing security and shareholder transactions. The NAV for financial reporting purposes includes security and shareholder transactions through the date of the report. Total return is computed based on the NAV used for processing security and shareholder transactions. The following is a summary of the significant accounting policies consistently followed by the Funds.

Compensation: The Funds pay no compensation directly to those of its officers, all of whom receive remuneration for their services to the Funds from the Adviser or its affiliates. The Board has adopted a deferred compensation plan for independent trustees that enables trustees to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from certain Nuveen-advised funds. Under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of select Nuveen-advised funds.

Distributions to Common Shareholders: Distributions to common shareholders are recorded on the ex-dividend date. The amount, character and timing of distributions are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP.

 

74

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Each Fund makes quarterly cash distributions to shareholders of a stated dollar amount per share. Subject to approval and oversight by the Board, each Fund seeks to maintain a stable distribution level designed to deliver the long-term return potential of each Fund’s investment strategy through regular quarterly distributions (a “Managed Distribution Program”). Total distributions during a calendar year generally will be made from each Fund’s net investment income, net realized capital gains and net unrealized capital gains in the Fund’s portfolio, if any. The portion of distributions paid attributed to net unrealized gains, if any, is distributed from the Fund’s assets and is treated by shareholders as a non-taxable distribution (“return of capital”) for tax purposes. In the event that total distributions during a calendar year exceed a Fund’s total return on NAV, the difference will reduce NAV per share. If a Fund’s total return on NAV exceeds total distributions during a calendar year, the excess will be reflected as an increase in NAV per share. The final determination of the source and character of all distributions paid by a Fund during the fiscal year is made after the end of the fiscal year and is reflected in the financial statements contained in the annual report as of December 31 each year.

Foreign Currency Transactions and Translation: To the extent that the Funds invest in securities and/or contracts that are denominated in a currency other than U.S. dollars, the Funds will be subject to currency risk, which is the risk that an increase in the U.S. dollar relative to the foreign currency will reduce returns or portfolio value. Generally, when the U.S. dollar rises in value against a foreign currency, the Funds’ investments denominated in that currency will lose value because their currency is worth fewer U.S. dollars; the opposite effect occurs if the U.S. dollar falls in relative value. Investments and other assets and liabilities denominated in foreign currencies are converted into U.S. dollars on a spot (i.e. cash) basis at the spot rate prevailing in the foreign currency exchange market at the time of valuation. Purchases and sales of investments and income denominated in foreign currencies are translated into U.S. dollars on the respective dates of such transactions.

The books and records of the Funds are maintained in U.S. dollars. Assets, including investments, and liabilities denominated in foreign currencies are translated into U.S. dollars at the end of each day. Purchases and sales of securities, income and expenses are translated into U.S. dollars at the prevailing exchange rate on the respective dates of the transactions.

Net realized foreign currency gains and losses resulting from changes in exchange rates associated with (i) foreign currency, (ii) investments and (iii) derivatives include foreign currency gains and losses between trade date and settlement date of the transactions, foreign currency transactions, and the difference between the amounts of interest and dividends recorded on the books of the Funds and the amounts actually received are recognized as a component of “Net realized gain (loss) from investments and foreign currency transactions” on the Statement of Operations, when applicable.

The unrealized gains and losses resulting from changes in foreign currency exchange rates and changes in foreign exchange rates associated with (i) investments and (ii) other assets and liabilities are recognized as a component of “Change in net unrealized appreciation (depreciation) of foreign currency translations” on the Statement of Operations, when applicable. The unrealized gains and losses resulting from changes in foreign exchange rates associated with investments in derivatives are recognized as a component of the respective derivative’s related “Change in net unrealized appreciation (depreciation)” on the Statement of Operations, when applicable.

Foreign Taxes: The Funds may be subject to foreign taxes on income, gains on investments or foreign currency repatriation, a portion of which may be recoverable. The Funds will accrue such taxes and recoveries as applicable, based upon the current interpretation of tax rules and regulations that exist in the markets in which the Funds invest.

Indemnifications: Under the Funds’ organizational documents, their officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of business, the Funds enter into contracts that provide general indemnifications to other parties. The Funds’ maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Funds that have not yet occurred. However, the Funds have not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

Investments and Investment Income: Securities transactions are accounted for as of the trade date for financial reporting purposes. Realized gains and losses on securities transactions are based upon the specific identification method. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when information is available. Non-cash dividends received in the form of stock, if any, are recognized on the ex-dividend date and recorded at fair value. Interest income is recorded on an accrual basis. Interest income also reflects payment-in-kind (“PIK”) interest and paydown gains and losses, if any. PIK interest represents income received in the form of securities in lieu of cash. Securities lending income is comprised of fees earned from borrowers and income earned on cash collateral investments.

Netting Agreements: In the ordinary course of business, the Funds may enter into transactions subject to enforceable International Swaps and Derivatives Association, Inc. (ISDA) master agreements or other similar arrangements (“netting agreements”). Generally, the right to offset in netting agreements allows each Fund to offset certain securities and derivatives with a specific counterparty, when applicable, as well as any collateral received or delivered to that counterparty based on the terms of the agreements. Generally, each Fund manages its cash collateral and securities collateral on a counterparty basis. With respect to certain counterparties, in accordance with the terms of the netting agreements, collateral posted to the Funds is held in a segregated account by the Funds’ custodian and/or with respect to those amounts which can be sold or repledged, are presented in the Funds’ Portfolio of Investments or Statement of Assets and Liabilities.

The Funds’ investments subject to netting agreements as of the end of the reporting period, if any, are further described later in these Notes to Financials.

New Accounting Pronouncement: 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,

 

75

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Notes to Financial Statements (continued)

 

2022. In December 2022, FASB deferred ASU 2022-04 and issued ASU 2022-06, Reference Rate Reform: Deferral of the Sunset Date of Topic 848, which extends the application of the amendments through December 31, 2024. 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.

New Accounting Pronouncement: In June 2022, the FASB issued ASU 2022-03 to clarify the guidance in Topic 820, Fair Value Measurement (“Topic 820”). The amendments in ASU 2022-03 affect all entities that have investments in equity securities measured at fair value that are subject to a contractual sale restriction. ASU 2022-03 (1) clarifies the guidance in Topic 820, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of equity security, (2) amends a related illustrative example, and (3) introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. For public business entities, the amendments in ASU 2022-03 are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2024, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. During the current fiscal period, the Funds adopted the new guidance and there was no material impact to the Funds.

 

3.	Investment Valuation and Fair Value Measurements

The Funds’ investments in securities are recorded at their estimated fair value utilizing valuation methods approved by the Adviser, subject to oversight of the Board. Fair value is defined as the price that would be received upon selling an investment or transferring a liability in an orderly transaction to an independent buyer in the principal or most advantageous market for the investment. U.S. GAAP establishes the three-tier hierarchy which is used to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability. Observable inputs are based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect management’s assumptions about the assumptions market participants would use in pricing the asset or liability. Unobservable inputs are based on the best information available in the circumstances. The following is a summary of the three-tiered hierarchy of valuation input levels.

 

Level 1 –		Inputs are unadjusted and prices are determined using quoted prices in active markets for identical securities.
Level 2 –		Prices are determined using other significant observable inputs (including quoted prices for similar securities, interest rates, credit spreads, etc.).
Level 3 –		Prices are determined using significant unobservable inputs (including management’s assumptions in determining the fair value of investments).

A description of the valuation techniques applied to the Funds’ major classifications of assets and liabilities measured at fair value follows:

Equity securities and exchange-traded funds listed or traded on a national market or exchange are valued based on their last reported sales price or official closing price of such market or exchange on the valuation date. Foreign equity securities and registered investment companies that trade on a foreign exchange are valued at the last reported sales price or official closing price on the principal exchange where traded, and converted to U.S. dollars at the prevailing rates of exchange on the valuation date. For events affecting the value of foreign securities between the time when the exchange on which they are traded closes and the time when the Funds’ net assets are calculated, such securities will be valued at fair value in accordance with procedures adopted by the Adviser, subject to the oversight of the Board. To the extent these securities are actively traded and no valuation adjustments are applied, they are generally classified as Level 1. When valuation adjustments are applied to the most recent last sales price or official closing price, these securities are generally classified as Level 2.

Prices of certain American Depositary Receipts (“ADR”) held by the Funds that trade in the United States are valued based on the last traded price, official closing price, or an evaluated price provided by the pricing services and are generally classified as Level 1 or 2.

Purchased and written options traded and listed on a national market or exchange are valued at the mean of the closing bid and asked prices and are generally classified as Level 1.

Over-the-counter (“OTC”) options are marked-to-market daily based upon a price supplied by a pricing service. OTC options are generally classified as Level 2.

Investments in investment companies are valued at their respective NAVs or share price on the valuation date and are generally classified as Level 1.

Repurchase agreements are valued at contract amount plus accrued interest, which approximates market value. These securities are generally classified as Level 2.

For any portfolio security or derivative for which market quotations are not readily available or for which the Adviser deems the valuations derived using the valuation procedures described above not to reflect fair value, the Adviser will determine a fair value in good faith using alternative procedures approved by the Adviser, subject to the oversight of the Board. As a general principle, the fair value of a security is the amount that the owner might reasonably expect to receive for it in a current sale. A variety of factors may be considered in determining the fair value of such securities, which may include consideration of the following: yields or prices of investments of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value from security dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis, including the obligor’s credit characteristics considered relevant. To the extent the inputs are observable and timely, the values would be classified as Level 2; otherwise they would be classified as Level 3.

 

76

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The following table summarizes the market value of the Funds’ investments as of the end of the reporting period, based on the inputs used to value them:

 

BXMX		Level 1				Level 2				Level 3				Total
Long-Term Investments:
Common Stocks		$	1,445,759,666			$	–			$	–			$	1,445,759,666
Investments Purchased with Collateral from Securities Lending			571,823				–				–				571,823
Short-Term Investments:
Repurchase Agreements			–				62,475,000				–				62,475,000
Investments in Derivatives:
Options Written			(29,372,135)				–				–				(29,372,135)
Total		$	1,416,959,354			$	62,475,000			$	–			$	1,479,434,354
DIAX		Level 1				Level 2				Level 3				Total
Long-Term Investments:
Common Stocks		$	587,934,534			$	–			$	–			$	587,934,534
Exchange-Traded Funds			7,446,881				–				–				7,446,881
Options Purchased			4,463				–				–				4,463
Investments Purchased with Collateral from Securities Lending			910,821				–				–				910,821
Short-Term Investments:
Repurchase Agreements			–				1,028,999				–				1,028,999
Investments in Derivatives:
Options Written			(6,326,250)				–				–				(6,326,250)
Total		$	589,970,449			$	1,028,999			$	–			$	590,999,448
SPXX		Level 1				Level 2				Level 3				Total
Long-Term Investments:
Common Stocks		$	290,715,238			$	–			$	–			$	290,715,238
Exchange-Traded Funds			4,344,171				–				–				4,344,171
Options Purchased			2,168				–				–				2,168
Investments Purchased with Collateral from Securities Lending			2,933,198				–				–				2,933,198
Short-Term Investments:
Repurchase Agreements			–				543,866				–				543,866
Investments in Derivatives:
Options Written			(3,161,320)				–				–				(3,161,320)
Total		$	294,833,455			$	543,866			$	–			$	295,377,321
QQQX		Level 1				Level 2				Level 3				Total
Long-Term Investments:
Common Stocks		$	1,205,116,253			$	–			$	–			$	1,205,116,253
Exchange-Traded Funds			13,758,760				–				–				13,758,760
Options Purchased			8,925				–				–				8,925
Investments Purchased with Collateral from Securities Lending			1,542,799				–				–				1,542,799
Short-Term Investments:
Repurchase Agreements			–				1,609,514				–				1,609,514
Investments in Derivatives:
Options Written			(14,640,925)				–				–				(14,640,925)
Total		$	1,205,785,812			$	1,609,514			$	–			$	1,207,395,326

 

77

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Notes to Financial Statements (continued)

 

JCE		Level 1				Level 2				Level 3				Total
Long-Term Investments:
Common Stocks		$	212,795,418			$	–			$	–			$	212,795,418
Exchange-Traded Funds			1,091,385				–				–				1,091,385
Options Purchased			1,020				–				–				1,020
Short-Term Investments:
Repurchase Agreements			–				352,017				–				352,017
Investments in Derivatives:
Options Written			(514,200)				–				–				(514,200)
Total		$	213,373,623			$	352,017			$	–			$	213,725,640

 

4.	Portfolio Securities

Repurchase Agreements: In connection with transactions in repurchase agreements, it is each Fund’s policy that its custodian take possession of the underlying collateral securities, the fair value of which exceeds the principal amount of the repurchase transaction, including accrued interest, at all times. If the counterparty defaults, and the fair value of the collateral declines, realization of the collateral may be delayed or limited.

The following table presents the repurchase agreements for the Funds that are subject to netting agreements as of the end of the reporting period, and the collateral delivered related to those repurchase agreements.

 

Fund		Counterparty		Short-term Investments, at Value				Collateral Pledged (From) Counterparty
BXMX		Fixed Income Clearing Corporation		$	62,475,000			$	63,724,519
DIAX		Fixed Income Clearing Corporation			1,028,999				1,049,636
SPXX		Fixed Income Clearing Corporation			543,866				554,747
QQQX		Fixed Income Clearing Corporation			1,609,514				1,641,759
JCE		Fixed Income Clearing Corporation			352,017				359,059

Securities Lending: Each Fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions in order to generate additional income. When loaning securities, a Fund retains the benefits of owning the securities, including the economic equivalent of dividends or interest generated by the security. The loans are continuous, can be recalled at any time, and have no set maturity. The Funds’ custodian, State Street Bank and Trust Company, serves as the securities lending agent (the “Agent”).

When a Fund loans its portfolio securities, it will receive, at the inception of each loan, cash collateral equal to an amount not less than 100% of the market value of the loaned securities. The actual percentage of the cash collateral will vary depending upon the asset type of the loaned securities. Collateral for the loaned securities is invested in a government money market vehicle maintained by the Agent, which is subject to the requirements of Rule 2a-7 under the 1940 Act. The value of the loaned securities and the liability to return the cash collateral received are recognized on the Statement of Assets and Liabilities. If the market value of the loaned securities increases, the borrower must furnish additional collateral to the Fund, which is also recognized on the Statement of Assets and Liabilities. Securities out on loan are subject to termination at any time at the option of the borrower or the Fund. Upon termination, the borrower is required to return to the Fund securities identical to the securities loaned. During the term of the loan, the Fund bears the market risk with respect to the investment of collateral and the risk that the Agent may default on its contractual obligations to the Fund. The Agent bears the risk that the borrower may default on its obligation to return the loaned securities as the Agent is contractually obligated to indemnify the Fund if at the time of a default by a borrower some or all of the loan securities have not been returned.

Securities lending income recognized by a Fund consists of earnings on invested collateral and lending fees, net of any rebates to the borrower and compensation to the Agent. Such income is recognized on the Statement of Operations.

As of the end of the current reporting period, the total value of the loaned securities and the total value of collateral received were as follows:

 

Fund		Asset Class out on Loan		Long-Term Investments, at Value				Total Collateral Received
BXMX		Common Stocks			$ 542,055				$ 571,823
DIAX		Exchange-Traded Funds			880,798				910,821
SPXX		Common Stocks			223,228				239,057
		Exchange-Traded Funds			2,630,058				2,694,141
Total					2,853,286				2,933,198
QQQX		Common Stocks			1,418,741				1,542,799

Purchases and Sales: Long-term purchases and sales during the current fiscal period were as follows:

 

78

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Fund		Non-U.S.    Government Purchases				Non-U.S.     Government Sales
BXMX		$	220,300,183			$	400,469,923
DIAX			70,893,666				143,885,185
SPXX			59,096,670				96,534,872
QQQX			393,086,804				597,299,756
JCE			217,072,222				239,532,012

The Funds may purchase securities on a when-issued or delayed-delivery basis. Securities purchased on a when-issued or delayed-delivery basis may have extended settlement periods; interest income is not accrued until settlement date. Any securities so purchased are subject to market fluctuation during this period. If a Fund has outstanding when-issued/delayed-delivery purchases commitments as of the end of the reporting period, such amounts are recognized on the Statement of Assets and Liabilities.

 

5.	Derivative Investments

Each Fund is authorized to invest in certain derivative instruments. As defined by U.S. GAAP, a derivative is a financial instrument whose value is derived from an underlying security price, foreign exchange rate, interest rate, index of prices or rates, or other variables. Investments in derivatives as of the end of and/or during the current fiscal period, if any, are included within the Statement of Assets and Liabilities and the Statement of Operations, respectively.

Options Transactions: The Funds may purchase (buy) or write (sell) put and call options on specific securities (including groups or “baskets” of specific securities), interest rates, stock indices and/or bond indices (each a “financial instrument”). Options can be settled either directly with the counterparty (over the counter) or through a central clearing house (exchange traded). Call and put options give the holder the right, in return for a premium paid, to purchase or sell, respectively, a financial instrument at a specified exercise price at any time during the period of the option.

When a Fund purchases an option, an amount equal to the premium paid (the premium plus commission) is recognized as an asset on the Statement of Asset and Liabilities. When a Fund writes an option, an amount equal to the net premium received (the premium less commission) is recognized as a liability on the Statement of Assets and Liabilities and is subsequently adjusted to reflect the current value of the written option until the option is exercised or expires or the Fund enters into a closing purchase transaction. The changes in the value of options purchased and/or written during the fiscal period are recognized as in unrealized appreciation (depreciation) on the Statement of Operations. When an option expires, the premiums received or paid are recognized as realized gains or losses on the Statement of Operations. When an option is exercised or a closing purchase transaction is entered into, the difference between the premium and the amount received or paid in a closing transaction is recognized as a realized gain or loss on the Statement of Operations.

The market risk associated with purchasing options is limited to the premium paid. The Fund, as writer of an option, has no control over whether the underlying instrument may be sold (called) or purchased (put) and as a result bears the risk of an unfavorable change in the market value of the instrument underlying the written option. There is also the risk the Fund may not be able to enter into a closing transaction because of an illiquid market.

During the current fiscal period, BXMX wrote call options on equity indices as per its stated strategy, with the notional amount of these options averaging 99% of the Fund’s assets.

During the current fiscal period, DIAX, SPXX, QQQX and JCE, each wrote call options on equity indices as per its stated dynamic overwriting strategy with the notional amounts of these options ranging from approximately 35-75% of each Fund’s assets. DIAX, SPXX and QQQX also purchased put and call options as part of their overwrite strategy.

The average notional amount of outstanding options purchased during the current fiscal period, was as follows:

 

Fund		Average Notional Amount of Purchased Options Contracts Outstanding*
DIAX			$8,979,000
SPXX			2,115,000
QQQX			7,269,000
JCE			743,900

 

*	The average notional amount is calculated based on the outstanding notional amount of contracts at the beginning of the current fiscal period and at the end of each fiscal quarter within the current fiscal period.

The average notional amount of outstanding options written during the current fiscal period, was as follows:

 

79

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Notes to Financial Statements (continued)

 

Fund		Average Notional Amount of Written Options Contracts Outstanding*
BXMX		$(1,392,310,500)
DIAX		(288,541,000)
SPXX		(138,619,500)
QQQX		(551,705,200)
JCE		(56,520,000)

 

*	The average notional amount is calculated based on the outstanding notional amount of contracts at the beginning of the current fiscal period and at the end of each fiscal quarter within the current fiscal period.

As of the end of the reporting period, the following Funds have invested in derivative contracts which are reflected in the Statement of Assets and Liabilities as follows:

 

Asset Derivatives

Liability Derivatives

Derivative Instrument

Risk Exposure

Location

Value

Location

Value

BXMX

Options Written

Equity

–

$–

Options written, at value

$  (29,372,135)

DIAX

Options Purchased

Equity

Long–term investments, at value

4,463

–

Options Written

Equity

–

–

Options written, at value

(6,326,250)

SPXX

Options Purchased

Equity

Long–term investments, at value

2,168

–

Options Written

Equity

–

–

Options written, at value

(3,161,320)

QQQX

Options Purchased

Equity

Long–term investments, at value

8,925

–

Options Written

Equity

–

–

Options written, at value

(14,640,925)

JCE

Options Purchased

Equity

Long–term investments, at value

1,020

–

Options Written

Equity

–

–

Options written, at value

(514,200)

During the current fiscal period, the effect of derivative contracts on the Funds’ Statement of Operations was as follows:

 

80

---

 

 

Derivative Instrument

Risk Exposure

Net Realized Gain (Loss)

Change in Unrealized Appreciation (Depreciation)

BXMX

Written options

Equity

$(64,188,719)

$(26,901,319)

DIAX

Purchased options

Equity

(83,569)

8,193

Written options

Equity

(36,025,816)

(4,664,741)

SPXX

Purchased options

Equity

(39,347)

4,229

Written options

Equity

(17,718,688)

(2,252,036)

QQQX

Purchased options

Equity

(78,401)

(1,077)

Written options

Equity

(127,634,999)

(13,045,299)

JCE

Purchased options

Equity

–

(2,119)

Written options

Equity

(3,443,165)

(651,805)

Market and Counterparty Credit Risk: In the normal course of business each Fund may invest in financial instruments and enter into financial transactions where risk of potential loss exists due to changes in the market (market risk) or failure of the other party to the transaction to perform (counterparty credit risk). The potential loss could exceed the value of the financial assets recorded on the financial statements. Financial assets, which potentially expose each Fund to counterparty credit risk, consist principally of cash due from counterparties on forward, option and swap transactions, when applicable. The extent of each Fund’s exposure to counterparty credit risk in respect to these financial assets approximates their carrying value as recorded on the Statement of Assets and Liabilities.

Each Fund helps manage counterparty credit risk by entering into agreements only with counterparties the Adviser believes have the financial resources to honor their obligations and by having the Adviser monitor the financial stability of the counterparties. Additionally, counterparties may be required to pledge collateral daily (based on the daily valuation of the financial asset) on behalf of each Fund with a value approximately equal to the amount of any unrealized gain above a pre-determined threshold. Reciprocally, when each Fund has an unrealized loss, the Funds have instructed the custodian to pledge assets of the Funds as collateral with a value approximately equal to the amount of the unrealized loss above a pre-determined threshold. Collateral pledges are monitored and subsequently adjusted if and when the valuations fluctuate, either up or down, by at least the pre-determined threshold amount.

 

6.	Fund Shares

Common Shares Equity Shelf Programs and Offering Costs: The following Funds have filed a registration statement with the Securities and Exchange Commission (“SEC”) authorizing each Fund to issue additional common shares through one or more equity shelf programs (“Shelf Offering”), which became effective with the SEC during prior fiscal periods.

Under this Shelf Offering, the Funds, subject to market conditions, may raise additional equity capital by issuing additional common shares from time to time in varying amounts and by different offering methods at a net price at or above each Fund’s NAV per common share. In the event the Fund’s Shelf Offering registration statement is no longer current, the Fund may not issue additional common shares until a post-effective amendment to the registration statement has been filed with the SEC.

Additional authorized common shares, common shares sold and offering proceeds, net of offering costs under each Fund’s Shelf Offering during the Funds’ current and prior fiscal period were as follows:

 

		SPXX								QQQX
		Year Ended   12/31/23				Year Ended  12/31/22				Year Ended  12/31/23				Year Ended  12/31/22
Maximum aggregate offering			$4,993,317				$4,993,317				Unlimited				$–
Common shares sold			–				639,749				297,524				3,280,964
Offering proceeds, net of offering costs			$(7,370)				$10,181,265				$7,390,865				$81,420,803

 

81

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Notes to Financial Statements (continued)

 

Costs incurred by the Funds in connection with their initial shelf registrations are recorded as a prepaid expense and recognized as “Deferred offering costs” on the Statement of Assets and Liabilities. These costs are amortized pro rata as common shares are sold and are recognized as a component of “Proceeds from shelf offering, net of offering costs” on the Statement of Changes in Net Assets. Any deferred offering costs remaining after the effectiveness of the initial shelf registration will be expensed. Costs incurred by the Fund to keep the shelf registration current are expensed as incurred and recognized as a component of “Other expenses” on the Statement of Operations.

Common Share Transactions: Transactions in common shares for the Funds during the Funds’ current and prior fiscal period, where applicable, were as follows:

 

 

BXMX

SPXX

Year Ended 12/31/23

Year Ended 12/31/22

Year Ended 12/31/23

Year Ended 12/31/22

Common Shares:

Sold through shelf offering

–

–

–

639,749

Issued to shareholders due to reinvestment of distributions

78,449

–

8,862

14,838

Total

78,449

–

8,862

654,587

Weighted average common share:

Premium to NAV per shelf offering common share sold

–%

–%

–%

1.77%

QQQX

JCE

Year Ended 12/31/23

Year Ended 12/31/22

Year Ended 12/31/23

Year Ended 12/31/22

Common Shares:

Sold through shelf offering

297,524

3,280,964

–

–

Issued to shareholders due to reinvestment of distributions

91,486

109,290

11,591

25,025

Total

389,010

3,390,254

11,591

25,025

Weighted average common share:

Premium to NAV per shelf offering common share sold

3.84%

2.37%

–%

–%

 

7.	Income Tax Information

Each Fund is a separate taxpayer for federal income tax purposes. Each Fund intends to distribute substantially all of its net investment income and net capital gains to shareholders and otherwise comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies. Therefore, no federal income tax provision is required.

Each Fund files income tax returns in U.S. federal and applicable state and local jurisdictions. A Fund’s federal income tax returns are generally subject to examination for a period of three fiscal years after being filed. State and local tax returns may be subject to examination for an additional period of time depending on the jurisdiction. Management has analyzed each Fund’s tax positions taken for all open tax years and has concluded that no provision for income tax is required in the Fund’s financial statements.

Differences between amounts for financial statement and federal income tax purposes are primarily due to timing differences in recognizing gains and losses on investment transactions. Temporary differences do not require reclassification. As of year end, permanent differences that resulted in reclassifications among the components of net assets relate primarily to distribution reallocations, foreign currency transactions, investments in partnerships, net operating losses, and return of capital and long–term capital gain distributions received from portfolio investments. Temporary and permanent differences have no impact on a Fund’s net assets.

As of year end, the aggregate cost and the net unrealized appreciation/(depreciation) of all investments for federal income tax purposes were as follows:

 

Fund		Tax Cost				Gross Unrealized Appreciation				Gross Unrealized    (Depreciation)				Net Unrealized Appreciation (Depreciation)
BXMX		$	506,844,858			$	976,451,217			$	(3,861,721	)		$	972,589,496
DIAX			215,858,378				380,448,871				(5,307,801	)			375,141,070
SPXX			120,730,003				178,308,645				(3,661,327	)			174,647,318
QQQX			418,598,485				801,271,236				(12,474,394	)			788,796,842
JCE			168,644,323				47,574,646				(2,493,329	)			45,081,317

 

82

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For purposes of this disclosure, tax cost generally includes the cost of portfolio investments as well as up-front fees or premiums exchanged on derivatives and any amounts unrealized for income statement reporting but realized income and/or capital gains for tax reporting, if applicable.

As of year end, the components of accumulated earnings on a tax basis were as follows:

 

Fund

Undistributed Ordinary Income

Undistributed Long-Term Capital Gains

Unrealized Appreciation  (Depreciation)

Capital Loss  Carryforwards

Late-Year Loss Deferrals

Other  Book-to-Tax Differences

Total

BXMX

$

–

$

–

$

972,589,753

$

(19,889,938

)

$

–

$

–

$

952,699,815

DIAX

–

–

375,141,070

–

–

–

375,141,070

SPXX

–

–

174,647,318

–

–

–

174,647,318

QQQX

–

–

788,796,842

–

–

–

788,796,842

JCE

–

–

45,081,317

–

–

(41,345

)

45,039,972

The tax character of distributions paid was as follows:

 

		12/31/23												12/31/22
Fund		Ordinary Income				Long-Term Capital Gains				Return of Capital				Ordinary Income				Long-Term Capital Gains				Return of Capital
BXMX		$	30,129,140			$	41,451,927			$	26,959,293			$	37,065,603			$	61,400,545			$	–
DIAX			7,202,799				3,462,843				31,039,934				17,416,496				22,929,386				1,359,694
SPXX			2,037,532				11,285,738				7,797,715				2,223,255				18,532,859				–
QQQX			5,025,099				54,256,301				22,507,046				18,109,243				75,075,333				–
JCE			1,015,219				279,670				19,292,910				27,672,785				4,996,444				4,773,720

As of year end, the Funds had capital loss carryforwards, which will not expire:

 

Fund

Short-Term

Long-Term

Total

BXMX

$

19,889,938

$

–

$

19,889,938

DIAX

–

–

–

SPXX

–

–

–

QQQX

–

–

–

JCE

–

–

–

As of year end, the Funds utilized the following capital loss carryforwards:

 

Fund		Utilized
BXMX		$	–
DIAX			–
SPXX			–
QQQX			–
JCE			1,485,191

 

8.	Management Fees and Other Transactions with Affiliates

The management fee compensates the Adviser for overall investment advisory and administrative services and general office facilities. Gateway and NAM are compensated for their services to the Funds from the management fees paid to the Adviser.

Each Fund’s management fee consists of two components – a fund-level fee, based only on the amount of assets within each individual Fund, and a complex-level fee, based on the aggregate amount of all eligible fund assets managed by the Adviser. This pricing structure enables Fund shareholders to benefit from growth in the assets within their respective Fund as well as from growth in the amount of complex-wide assets managed by the Adviser.

The annual fund-level fee, payable monthly, for each Fund is calculated according to the following schedules:

 

83

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Notes to Financial Statements (continued)

 

Average Daily Managed Assets*		BXMX				DIAX				SPXX				QQQX				JCE
For the first $500 million			0.7000	%			0.7000	%			0.6600	%			0.6900	%			0.7500	%
For the next $500 million			0.6750				0.6750				0.6350				0.6650				0.7250
For the next $500 million			0.6500				0.6500				0.6100				0.6400				0.7000
For the next $500 million			0.6250				0.6250				0.5850				0.6150				0.6750
For managed assets over $2 billion			0.6000				0.6000				0.5600				0.5900				0.6500

The annual complex-level fee, payable monthly, for each Fund is calculated by multiplying the current complex-wide fee rate, determined according to the following schedule by the Funds’ daily managed assets:

 

Complex-Level Eligible Asset Breakpoint Level*		Effective Complex-Level Fee Rate at Breakpoint Level
$55 billion			0.2000	%
$56 billion			0.1996
$57 billion			0.1989
$60 billion			0.1961
$63 billion			0.1931
$66 billion			0.1900
$71 billion			0.1851
$76 billion			0.1806
$80 billion			0.1773
$91 billion			0.1691
$125 billion			0.1599
$200 billion			0.1505
$250 billion			0.1469
$300 billion			0.1445

 

*

For the complex-level fees, managed assets include closed-end fund assets managed by the Adviser that are attributable to certain types of leverage. For these purposes, leverage includes the funds’ use of preferred stock and borrowings and certain investments in the residual interest certificates (also called inverse floating rate securities) in tender option bond (TOB) trusts, including the portion of assets held by a TOB trust that has been effectively financed by the trust’s issuance of floating rate securities, subject to an agreement by the Adviser as to certain funds to limit the amount of such assets for determining managed assets in certain circumstances. The complex-level fee is calculated based upon the aggregate daily managed assets of all Nuveen open-end and closed-end funds that constitute “eligible assets.” Eligible assets do not include assets attributable to investments in other Nuveen funds or assets in excess of a determined amount (originally $2 billion) added to the Nuveen fund complex in connection with the Adviser’s assumption of the management of the former First American Funds effective January 1, 2011, but do not include certain assets of certain Nuveen funds that were reorganized into funds advised by an affiliate of the Adviser during the 2019 calendar year. As of December 31, 2023, the complex-level fee for each Fund was as follows:

 

Fund		Complex-Level Fee
BXMX			0.1602	%
DIAX			0.1602	%
SPXX			0.1602	%
QQQX			0.1602	%
JCE			0.1602	%

Other Transactions with Affiliates: Each Fund is permitted to purchase or sell securities from or to certain other funds or accounts managed by the Sub-Adviser (“Affiliated Entity”) under specified conditions outlined in procedures adopted by the Board (“cross-trade”). These procedures have been designed to ensure that any cross-trade of securities by the Fund from or to an Affiliated Entity by virtue of having a common investment adviser (or affiliated investment adviser), common officer and/or common trustee complies with Rule 17a-7 under the 1940 Act. These transactions are effected at the current market price (as provided by an independent pricing service) without incurring broker commissions.

During the current fiscal period, the Funds engaged in cross-trades pursuant to these procedures as follows:

 

Fund

Purchases

Sales

Realized    Gain (Loss)

BXMX

$

–

$

–

$

–

DIAX

–

–

–

 

84

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Fund		Purchases				Sales				Realized    Gain (Loss)
SPXX		$	5,245,386			$	58,461			$	34,356
QQQX			4,846,802				8,688,318				1,693,080
JCE			16,546,672				4,996,295				325,382

 

9.	Inter-Fund Borrowing and Lending

Inter-Fund Borrowing and Lending: The SEC has granted an exemptive order permitting registered open-end and closed-end Nuveen funds to participate in an inter-fund lending facility whereby the Nuveen funds may directly lend to and borrow money from each other for temporary purposes (e.g., to satisfy redemption requests or when a sale of securities “fails,” resulting in an unanticipated cash shortfall) (the “Inter-Fund Program”). The closed-end Nuveen funds, including the Funds covered by this shareholder report, will participate only as lenders, and not as borrowers, in the Inter-Fund Program because such closed-end funds rarely, if ever, need to borrow cash to meet redemptions. The Inter-Fund Program is subject to a number of conditions, including, among other things, the requirements that (1) no fund may borrow or lend money through the Inter-Fund Program unless it receives a more favorable interest rate than is typically available from a bank or other financial institution for a comparable transaction; (2) no fund may borrow on an unsecured basis through the Inter-Fund Program unless the fund’s outstanding borrowings from all sources immediately after the inter-fund borrowing total 10% or less of its total assets; provided that if the borrowing fund has a secured borrowing outstanding from any other lender, including but not limited to another fund, the inter-fund loan must be secured on at least an equal priority basis with at least an equivalent percentage of collateral to loan value; (3) if a fund’s total outstanding borrowings immediately after an inter-fund borrowing would be greater than 10% of its total assets, the fund may borrow through the inter-fund loan on a secured basis only; (4) no fund may lend money if the loan would cause its aggregate outstanding loans through the Inter-Fund Program to exceed 15% of its net assets at the time of the loan; (5) a fund’s inter-fund loans to any one fund shall not exceed 5% of the lending fund’s net assets; (6) the duration of inter-fund loans will be limited to the time required to receive payment for securities sold, but in no event more than seven days; and (7) each inter-fund loan may be called on one business day’s notice by a lending fund and may be repaid on any day by a borrowing fund. In addition, a Nuveen fund may participate in the Inter-Fund Program only if and to the extent that such participation is consistent with the fund’s investment objective and investment policies. The Board is responsible for overseeing the Inter-Fund Program.

The limitations detailed above and the other conditions of the SEC exemptive order permitting the Inter-Fund Program are designed to minimize the risks associated with Inter-Fund Program for both the lending fund and the borrowing fund. However, no borrowing or lending activity is without risk. When a fund borrows money from another fund, there is a risk that the loan could be called on one day’s notice or not renewed, in which case the fund may have to borrow from a bank at a higher rate or take other actions to payoff such loan if an inter-fund loan is not available from another fund. Any delay in repayment to a lending fund could result in a lost investment opportunity or additional borrowing costs.

During the current reporting period, none of the Funds covered by this shareholder report have entered into any inter-fund loan activity.

 

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86

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Shareholder Update

(Unaudited)

CURRENT INVESTMENT OBJECTIVES, INVESTMENT POLICIES AND PRINCIPAL RISKS OF THE FUNDS

NUVEEN S&P 500 BUY-WRITE INCOME FUND (BXMX)

Investment Objective

The Fund’s investment objective is to seek attractive total return with less volatility than the S&P 500 Index.

Investment Policies

Under normal circumstances, the Fund will invest at least 80% of its Assets (as defined below) in a diversified equity portfolio made up of securities comprising the S&P 500 Index (or securities that have economic characteristics that are similar to those securities comprising the S&P 500 Index) that seeks to substantially replicate price movements of the S&P 500 Index and is designed to support the Fund’s option strategy.

Under normal circumstances, the Fund expects to invest substantially all (at least 90%) of its Managed Assets (as defined below) in its equity portfolio or otherwise in pursuit of its investment objective.

The Fund employs a constant “buy-write” option strategy whereby the Fund’s sub-adviser sells (writes) index call options on a continuous basis on substantially the full value of the Fund’s equity portfolio. The Fund targets a constant overwrite level (i.e., the ratio of the notional value of index call options sold by the Fund to the market value of the Fund’s equity portfolio) of 100% of the value of its equity portfolio. The Fund’s use of a buy-write strategy, which is also commonly referred to as a buy-write income strategy, is intended to produce cash flow for the Fund in the form of premiums on the options written. In exchange for this cash flow (the income component of a buy-write strategy), the Fund’s total return may be reduced relative to the S&P 500 Index in rising markets and may be enhanced relative to the S&P 500 Index in flat or declining markets, in each case consistent with the Fund’s investment objective to seek attractive total return with less volatility than the S&P 500 Index.

“Assets” means net assets of the Fund plus the amount of any borrowings for investment purposes. “Managed Assets” mean 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 leverage (whether or not those assets are reflected in the Fund’s financial statements for purposes of generally accepted accounting principles), and derivatives will be valued at their market value.

Under normal market conditions:

 

·

As a fundamental policy, the Fund may not concentrate (i.e., invest more than 25% of its total assets) in securities of issuers in any one industry, except that the Fund will be concentrated in an industry or group of industries to the extent the S&P 500 Index is concentrated in an industry or group of industries (Industry Concentration Policy).

 

·

The Fund may invest no more than 10% of its Managed Assets in short-term, high quality fixed-income securities.

 

·

The Fund may invest up to 20% of its Managed Assets in securities of non-U.S. issuers that are U.S. dollar denominated, which may include securities of issuers located, or conducting their business, in emerging market countries.

The foregoing policies apply only at the time of any new investment.

Approving Changes in Investment Policies

The Board of Trustees of the Fund may change the policies described above without a shareholder vote. However, with respect to the Fund’s policy of investing at least 80% of its Assets in its equity portfolio, such policy may not be changed without 60 days’ prior written notice to Common Shareholders.

However, the Fund’s fundamental Industry Concentration Policy may not be changed without the approval of the holders of a majority of the outstanding common shares. A “majority of the outstanding” shares means (i) 67% or more of the shares present at a meeting, if the holders of more than 50% of the shares are present or represented by proxy or (ii) more than 50% of the shares, whichever is less.

Portfolio Contents

The Fund expects to invest in a portfolio of individual common stocks designed to replicate the risk and return profile, and thereby substantially replicate price movements, of the S&P 500 Index. The Fund may also invest in other investment companies, including exchange-traded fund (“ETFs”), that provide similar exposure to individual common stocks consistent with the Fund’s investment objective. Common stock generally represents an equity ownership interest in an issuer, without preference over and with a lower priority than any other class of securities, including such issuer’s debt securities, preferred stock and other senior equity securities. Common stocks usually carry voting rights and earn dividends. Common stocks fluctuate in price in response to many factors including historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity, as such the company may or may not pay dividends. Dividends on common stocks are declared at the discretion of the company’s board. In addition, common stock generally has the greatest appreciation and depreciation potential because increases and decreases in earnings are usually reflected in a company’s stock price.

In carrying out its option strategy, the Fund may write index call options on the S&P 500 Index and other broad-based indices and may, if the Fund’s sub-adviser deems conditions appropriate, write call options on a variety of other equity market indices. As the seller of an index call option, the Fund receives a premium from the purchaser. The purchaser of the index call option has the right to any appreciation in the value of the index over

 

87

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Shareholder Update (Unaudited) (continued)

 

the exercise price upon the exercise of the call option or the expiration date. If, at expiration, the purchaser exercises the index option sold by the Fund, the Fund will pay the purchaser the difference between the cash value of the index and the exercise price of the index option. The premium, the exercise price and the market value of the index determine the gain or loss realized by the Fund as the seller of the index call option.

The Fund may invest in U.S. Government securities. U.S. Government securities include (1) U.S. Treasury obligations, which differ in their interest rates, maturities and times of issuance: U.S. Treasury bills (maturities of one year or less), U.S. Treasury notes (maturities of one year to ten years) and U.S. Treasury bonds (generally maturities of greater than ten years) and (2) obligations issued or guaranteed by U.S. Government agencies and instrumentalities that are supported by any of the following: (i) the full faith and credit of the U.S. Treasury, (ii) the right of the issuer to borrow an amount limited to a specific line of credit from the U.S. Treasury, (iii) discretionary authority of the U.S. Government to purchase certain obligations of the U.S. Government agency or instrumentality or (iv) the credit of the agency or instrumentality.

The Fund also may invest in any other security or agreement collateralized or otherwise secured by U.S. Government securities. Agencies and instrumentalities of the U.S. Government include but are not limited to: Federal Land Banks, Federal Financing Banks, Banks for Cooperatives, Federal Intermediate Credit Banks, Farm Credit Banks, Federal Home Loan Banks, Federal Home Loan Mortgage Corporation, Federal National Mortgage Association, Government National Mortgage Association, Student Loan Marketing Association, U.S. Postal Service, Small Business Administration, Tennessee Valley Authority and any other enterprise established or sponsored by the U.S. Government. Because the U.S. Government generally is not obligated to provide support to its instrumentalities, the Fund will invest in obligations issued by these instrumentalities only if its sub-adviser determines that the credit risk with respect to such obligations is minimal.

The Fund may invest in commercial paper. Commercial paper represents short-term unsecured promissory notes issued in bearer form by corporations such as banks or bank holding companies and finance companies.

The Fund may enter into repurchase agreements (the purchase of a security coupled with an agreement to resell that security at a higher price) with respect to its permitted investments. The Fund’s repurchase agreements will provide that the value of the collateral underlying the repurchase agreement will always be at least equal to the repurchase price, including any accrued interest earned on the agreement, and will be marked-to-market daily.

The Fund may invest in securities of non-U.S. issuers that are U.S. dollar-denominated, which may include securities of issuers located, or conducting their business, in emerging market countries. The Fund will classify an issuer of a security as being a U.S. or non-U.S. issuer based on the determination of an unaffiliated, recognized financial data provider. Such determinations are based on a number of criteria, such as the issuer’s country of domicile, the primary exchange on which the security predominately trades, the location from which the majority of the issuer’s revenue comes, and the issuer’s reporting currency. Furthermore, a country is considered to be an “emerging market” if it has a relatively low gross national product per capita compared to the world’s major economies and the potential for rapid economic growth. The Fund considers a country an emerging market country based on the determination of an international organization, such as the IMF, or an unaffiliated, recognized financial data provider.

The Fund may buy and sell securities on a when-issued or delayed delivery basis, making payment or taking delivery at a later date, normally within 15 to 45 days of the trade date.

The Fund may invest in illiquid securities (i.e., securities that are not readily marketable), including, but not limited to, restricted securities (securities the disposition of which is restricted under the federal securities laws), securities that may be resold only pursuant to Rule 144A under the Securities Act of 1933, as amended (the “1933 Act”), and repurchase agreements with maturities in excess of seven days.

The Fund may enter into certain derivative instruments in pursuit of its investment objective, including to seek to enhance return, to hedge certain risks of its investments in securities or as a substitute for a position in the underlying asset. Such instruments include financial futures contracts and options thereon, swaps (with varying terms, including interest rate swaps and credit default swaps), options on interest rates, options on indices, options on swaps, options on currencies and other fixed-income derivative instruments that may have the economic effect of leverage.

The Fund may also invest in securities of other open- or closed-end investment companies (including ETFs) that invest primarily in securities of the types in which the Fund may invest directly, to the extent permitted by the Investment Company Act of 1940 Act, as amended (the “1940 Act”), the rules and regulations issued thereunder and applicable exemptive orders issued by the Securities and Exchange Commission (“SEC”).

The Fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions to generate additional income. When the Fund loans its portfolio securities, it will receive, at the inception of each loan, cash collateral equal to at least 102% of the value of the loaned securities. Under the Fund’s securities lending agreement, the securities lending agent will generally bear the risk that a borrower may default on its obligation to return loaned securities. The Fund, however, will be responsible for the risks associated with the investment of cash collateral. The Fund may lose money on its investment of cash collateral or may fail to earn sufficient income on its investment to meet its obligations to the borrower.

Use of Leverage

As a non-fundamental policy, the Fund will not leverage its capital structure by issuing senior securities such as the issuance of preferred shares of beneficial interest or debt instruments. However, the Fund may borrow for temporary or emergency purposes and may enter into certain derivatives transactions that have the economic effect of leverage.

 

88

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Temporary Defensive Periods

During temporary defensive periods the Fund may deviate from its investment objective and policies, and in order to keep the Fund’s cash fully invested, the Fund may invest any portion of its Managed Assets in investment grade debt securities, including obligations issued or guaranteed by the U.S. government, its agencies and instrumentalities. The Fund may not achieve its investment objectives during such periods.

 

89

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Shareholder Update (Unaudited) (continued)

 

NUVEEN DOW 30^SM DYNAMIC OVERWRITE FUND (DIAX)

Investment Objective

The Fund’s investment objective is to seek attractive total return with less volatility than the Dow Jones Industrial Average (the “DJIA”).

Investment Policies

Under normal circumstances, the Fund will invest at least 80% of its Assets (as defined below) in the thirty stocks included in the DJIA in approximately the amount such stocks are weighted in the DJIA and/or in other securities or financial instruments with economic characteristics that are similar to the thirty stocks included in the DJIA that are intended to correlate with the price movements of the DJIA.

Under normal circumstances, the Fund expects to invest substantially all (at least 90%) of its Managed Assets (as defined below) in its equity portfolio or otherwise in pursuit of its investment objective.

The Fund’s sub-adviser constructs the Fund’s equity portfolio by purchasing the common stock of each company included in the DJIA in approximately the amounts stocks are weighted in the DJIA. The Fund will periodically rebalance its holdings of DJIA stocks in order to more closely approximate each stock’s weighting in the DJIA. The Fund’s sub-adviser will consider the tax consequences of certain transactions within the Fund’s equity portfolio and intends to manage the portfolio in a tax-efficient manner by taking, for example, capital losses when possible to offset realized capital gains. The Fund’s sub-adviser will rebalance and adjust the Fund’s equity portfolio as necessary for tracking and tax management purposes.

The Fund employs a dynamic options “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. Pursuant to this option strategy, under normal circumstances, the Fund sells (writes) index call options, call options on custom baskets of securities, and call options on individual securities. In addition to a primary emphasis on writing call options to reduce downside risk and volatility of the Fund’s equity portfolio, the Fund’s option 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, purchasing call options, and selling put options.

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 its equity portfolio.

“Assets” means net assets of the Fund plus the amount of any borrowings for investment purposes. “Managed Assets” mean 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 leverage (whether or not those assets are reflected in the Fund’s financial statements for purposes of generally accepted accounting principles), and derivatives will be valued at their market value.

Under normal market conditions:

 

·

As a fundamental policy, the Fund may not concentrate (i.e., invest more than 25% of its total assets) in securities of issuers in any one industry, except that if 25% or more of the securities in the DIJA are issued by companies in one industry, the Fund will concentrate in that industry 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 (Industry Concentration Policy).

 

·

The Fund may invest no more than 10% of its Managed Assets in short-term, high quality fixed-income securities.

 

·

The Fund may invest up to 20% of its Managed Assets in securities of non-U.S. issuers that are U.S. dollar denominated, which may include securities of issuers located, or conducting their business, in emerging market countries.

The foregoing policies apply only at the time of any new investment.

Approving Changes in Investment Policies

The Board of Trustees of the Fund may change the policies described above without a shareholder vote. However, with respect to the Fund’s policy of investing at least 80% of its Assets in its equity portfolio, such policy may not be changed without 60 days’ prior written notice to shareholders.

However, the Fund’s fundamental Industry Concentration Policy may not be changed without the approval of the holders of a majority of the outstanding common shares. A “majority of the outstanding” shares means (i) 67% or more of the shares present at a meeting, if the holders of more than 50% of the shares are present or represented by proxy or (ii) more than 50% of the shares, whichever is less.

Portfolio Contents

The Fund will invest in the thirty common stocks included in the DJIA in approximately the amount such stocks are weighted in the DJIA. The Fund may also invest in other securities or financial instruments with economic characteristics that are similar to the thirty stocks included in the DJIA that are intended to correlate with the price movements of the DJIA. The Fund may also invest in other investment companies, including ETFs,

 

90

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that provide similar exposure to individual common stocks consistent with the Fund’s investment objective. Common stock generally represents an equity ownership interest in an issuer, without preference over and with a lower priority than any other class of securities, including such issuer’s debt securities, preferred stock and other senior equity securities. Common stocks usually carry voting rights and earn dividends. Common stocks fluctuate in price in response to many factors including historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity, as such the company may or may not pay dividends. Dividends on common stocks are declared at the discretion of the company’s board. In addition, common stock generally has the greatest appreciation and depreciation potential because increases and decreases in earnings are usually reflected in a company’s stock price.

As part of its option strategy, the Fund sells (writes) index call options, call options on custom baskets of securities, and covered or uncovered call options on individual securities. An option contract is a contract that gives the holder of the option, in return for a premium, the right to buy from (in the case of a call) or sell to (in the case of a put) the writer of the option the reference instrument underlying the option (or the cash value of the index) at a specified exercise price at any time during the term of the option. The writer of an option on a security has the obligation upon exercise of the option to deliver the reference instrument (or the cash) upon payment of the exercise price or to pay the exercise price upon delivery of the reference instrument (or the cash). Upon exercise of an index option, the writer of an option on an index is obligated to pay the difference between the cash value of the index and the exercise price multiplied by the specified multiplier for the index option. Options may be “covered,” meaning that the party required to deliver the reference instrument if the option is exercised owns that instrument (or has set aside sufficient assets to meet its obligation to deliver the instrument). Options may be listed on an exchange or traded in the over-the-counter (“OTC”) market. In general, exchange-traded options have standardized exercise prices and expiration dates and may require the parties to post margin against their obligations, and the performance of the parties’ obligations in connection with such options is guaranteed by the exchange or a related clearing corporation. OTC options have more flexible terms negotiated between the buyer and the seller but are subject to counterparty risk. The ability of the Fund to transact business with any one or any number of counterparties, the lack of any independent evaluation of the counterparties or their financial capabilities, and the absence of a regulated market to facilitate settlement, may increase the potential for losses to the Fund. OTC options also involve greater liquidity risk. This risk may be increased in times of financial stress, if the trading market for OTC derivative contracts becomes limited.

In carrying out its option strategy, the Fund may write index call options on the DJIA and other broad-based indices and may, if the Fund’s sub-adviser deems conditions appropriate, write call options on a variety of other equity market indices. As the seller of an index call option, the Fund receives a premium from the purchaser. The purchaser of the index call option has the right to any appreciation in the value of the index over the exercise price upon the exercise of the call option or the expiration date. If, at expiration, the purchaser exercises the index option sold by the Fund, the Fund will pay the purchaser the difference between the cash value of the index and the exercise price of the index option. The premium, the exercise price and the market value of the index determine the gain or loss realized by the Fund as the seller of the index call option.

The Fund may also write call options on custom baskets of securities. A custom basket call option is an OTC option with a counterparty whose value is linked to the market value of a portfolio of underlying securities and is collateralized by a portion of the Fund’s equity portfolio. In designing the custom basket call options, the Fund’s sub-adviser will primarily select assets not held by the Fund. In order to minimize the difference between the returns of the underlying securities in the custom basket (commonly referred to as a tracking error), the Fund’s sub-adviser will use optimization calculations when selecting the individual securities for inclusion in the custom basket.

The Fund may also write single name call options, both covered and “naked” or uncovered, on individual stocks. A call option written by the Fund on an individual security is “covered” if the Fund owns the security underlying the call or has an absolute and immediate right to acquire that security without additional cash consideration. The Fund, in effect, sells the potential appreciation in the value of the security subject to the call option in exchange for the premium. The Fund may execute a closing purchase transaction with respect to an option it has sold and sell another option (with either a different exercise price or expiration date or both). The Fund’s objective in entering into such a closing transaction will be to optimize net index option premiums. The cost of a closing transaction may reduce the net option premiums realized from the sale of the option. This reduction could be offset, at least in part, by appreciation in the value of the underlying security held in the Fund’s equity portfolio, and by the opportunity to realize additional premium income from selling a new option.

The Fund may also purchase call options. A call option entitles the purchaser, in return for the premium paid, to purchase specified securities at a specified price during the option period. Because the premium paid for a call option is typically a small fraction of the price of the underlying security, a given amount of funds will purchase call options covering a much larger quantity of such security than could be purchased directly. By purchasing call options, the Fund could benefit from any significant increase in the price of the underlying security to a greater extent than if it had invested the same amount in the security directly.

The Fund may also use call spreads as part of its option strategy. A call spread involves the sale of a call option and the corresponding purchase of a call option on the same underlying instrument with the same expiration date but with different exercise prices. The call spreads utilized by the Fund generally will generate less net option premium than writing calls, but limit the overall risk of the strategy by capping the Fund’s liability from the written call while simultaneously allowing for additional upside above the strike price of the purchased call.

The Fund may also use put options as part of its option strategy. A put option gives the purchaser of the option the right (but not the obligation) to sell, and the writer of the option the obligation to buy, the underlying instrument (or the cash value of the index) at a stated price (the “exercise price”) at any time before the option expires. The purchase price for a put option is the “premium” paid by the purchaser for the right to sell. When the Fund sells a put option on an underlying instrument and the underlying instrument decreases in value, the purchaser of the put option has the right to exercise the option, obligating the Fund to purchase the underlying instrument at an exercise price that is higher than the prevailing market price. The Fund collects option premium income when it sells the put option. If the underlying instrument increases in value, the purchaser of the put option is unlikely to exercise the option since the prevailing market price will be higher than the exercise price. Accordingly, the Fund retains all put premium income collected during market advances.

 

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Shareholder Update (Unaudited) (continued)

 

The Fund may invest in U.S. Government securities. U.S. Government securities include (1) U.S. Treasury obligations, which differ in their interest rates, maturities and times of issuance: U.S. Treasury bills (maturities of one year or less), U.S. Treasury notes (maturities of one year to ten years) and U.S. Treasury bonds (generally maturities of greater than ten years) and (2) obligations issued or guaranteed by U.S. Government agencies and instrumentalities that are supported by any of the following: (i) the full faith and credit of the U.S. Treasury, (ii) the right of the issuer to borrow an amount limited to a specific line of credit from the U.S. Treasury, (iii) discretionary authority of the U.S. Government to purchase certain obligations of the U.S. Government agency or instrumentality or (iv) the credit of the agency or instrumentality.

The Fund also may invest in any other security or agreement collateralized or otherwise secured by U.S. Government securities. Agencies and instrumentalities of the U.S. Government include but are not limited to: Federal Land Banks, Federal Financing Banks, Banks for Cooperatives, Federal Intermediate Credit Banks, Farm Credit Banks, Federal Home Loan Banks, Federal Home Loan Mortgage Corporation, Federal National Mortgage Association, Government National Mortgage Association, Student Loan Marketing Association, U.S. Postal Service, Small Business Administration, Tennessee Valley Authority and any other enterprise established or sponsored by the U.S. Government. Because the U.S. Government generally is not obligated to provide support to its instrumentalities, the Fund will invest in obligations issued by these instrumentalities only if its sub-adviser determines that the credit risk with respect to such obligations is minimal.

The Fund may invest in commercial paper. Commercial paper represents short-term unsecured promissory notes issued in bearer form by corporations such as banks or bank holding companies and finance companies.

The Fund may enter into repurchase agreements (the purchase of a security coupled with an agreement to resell that security at a higher price) with respect to its permitted investments. The Fund’s repurchase agreements will provide that the value of the collateral underlying the repurchase agreement will always be at least equal to the repurchase price, including any accrued interest earned on the agreement, and will be marked-to-market daily.

The Fund may invest in securities of non-U.S. issuers that are U.S. dollar-denominated, which may include securities of issuers located, or conducting their business, in emerging market countries. The Fund will classify an issuer of a security as being a U.S. or non-U.S. issuer based on the determination of an unaffiliated, recognized financial data provider. Such determinations are based on a number of criteria, such as the issuer’s country of domicile, the primary exchange on which the security predominately trades, the location from which the majority of the issuer’s revenue comes, and the issuer’s reporting currency. Furthermore, a country is considered to be an “emerging market” if it has a relatively low gross national product per capita compared to the world’s major economies and the potential for rapid economic growth. The Fund considers a country an emerging market country based on the determination of an international organization, such as the IMF, or an unaffiliated, recognized financial data provider.

The Fund may buy and sell securities on a when-issued or delayed delivery basis, making payment or taking delivery at a later date, normally within 15 to 45 days of the trade date.

The Fund may invest in illiquid securities (i.e., securities that are not readily marketable), including, but not limited to, restricted securities (securities the disposition of which is restricted under the federal securities laws), securities that may be resold only pursuant to Rule 144A under the 1933 Act, and repurchase agreements with maturities in excess of seven days.

The Fund may enter into certain derivative instruments in pursuit of its investment objective, including to seek to enhance return, to hedge certain risks of its investments in securities or as a substitute for a position in the underlying asset. Such instruments include financial futures contracts and options thereon, swaps (with varying terms, including interest rate swaps and credit default swaps), options on interest rates, options on indices, options on swaps, options on currencies and other fixed-income derivative instruments that may have the economic effect of leverage.

The Fund may also invest in securities of other open- or closed-end investment companies (including ETFs) that invest primarily in securities of the types in which the Fund may invest directly, to the extent permitted by the 1940 Act, the rules and regulations issued thereunder and applicable exemptive orders issued by the SEC.

The Fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions to generate additional income. When the Fund loans its portfolio securities, it will receive, at the inception of each loan, cash collateral equal to at least 102% of the value of the loaned securities. Under the Fund’s securities lending agreement, the securities lending agent will generally bear the risk that a borrower may default on its obligation to return loaned securities. The Fund, however, will be responsible for the risks associated with the investment of cash collateral. The Fund may lose money on its investment of cash collateral or may fail to earn sufficient income on its investment to meet its obligations to the borrower.

Use of Leverage

As a non-fundamental policy, the Fund will not leverage its capital structure by issuing senior securities such as the issuance of preferred shares of beneficial interest or debt instruments. However, the Fund may borrow for temporary or emergency purposes and may enter into certain derivatives transactions that have the economic effect of leverage.

Temporary Defensive Periods

During temporary defensive periods the Fund may deviate from its investment objective and policies, and in order to keep the Fund’s cash fully invested, the Fund may invest any portion of its Managed Assets in investment grade debt securities, including obligations issued or guaranteed by the U.S. government, its agencies and instrumentalities. The Fund may not achieve its investment objective during such periods.

 

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NUVEEN S&P 500 DYNAMIC OVERWRITE FUND (SPXX)

Investment Objective

The Fund’s investment objective is to seek attractive total return with less volatility than the S&P 500 Index.

Investment Policies

Under normal circumstances, the Fund will invest at least 80% of its Assets (as defined below) in a diversified equity portfolio made up of securities comprising the S&P 500 Index (or securities that have economic characteristics that are similar to those securities comprising the S&P 500 Index) that seeks to substantially replicate price movements of the S&P 500 Index and is designed to support the Fund’s option strategy.

Under normal circumstances, the Fund expects to invest substantially all (at least 90%) of its Managed Assets (as defined below) in its equity portfolio or otherwise in pursuit of its investment objective.

The Fund’s sub-adviser uses a multi-factor quantitative model, which will consider opportunities to engage in tax-loss harvesting (i.e., periodically selling positions that have depreciated in value to realize capital losses that can be used to offset capital gains realized by the Fund) and other tax management considerations to improve after-tax shareholder outcomes, to construct the Fund’s equity portfolio.

The Fund employs a dynamic options “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. Pursuant to this option strategy, under normal circumstances, the Fund sells (writes) index call options, call options on custom baskets of securities, and call options on individual securities. In addition to a primary emphasis on writing call options to reduce downside risk and volatility of the Fund’s equity portfolio, the Fund’s option 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 option

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 its equity portfolio.

“Assets” means net assets of the Fund plus the amount of any borrowings for investment purposes. “Managed Assets” mean 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 leverage (whether or not those assets are reflected in the Fund’s financial statements for purposes of generally accepted accounting principles), and derivatives will be valued at their market value.

Under normal market conditions:

 

·

As a fundamental policy, the Fund may not concentrate (i.e., invest more than 25% of its total assets) in securities of issuers in any one industry, except that the Fund will be concentrated in an industry or group of industries to the extent the S&P 500 Index is concentrated in an industry or group of industries 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 (Industry Concentration Policy).

 

·

The Fund may invest no more than 10% of its Managed Assets in short-term, high quality fixed-income securities.

 

·

The Fund may invest up to 20% of its Managed Assets in securities of non-U.S. issuers that are U.S. dollar denominated, which may include securities of issuers located, or conducting their business, in emerging market countries.

The foregoing policies apply only at the time of any new investment.

Approving Changes in Investment Policies

The Board of Trustees of the Fund may change the policies described above without a shareholder vote. However, with respect to the Fund’s policy of investing at least 80% of its Assets in its equity portfolio, such policies may not be changed without 60 days’ prior written notice to shareholders.

However, the Fund’s fundamental Industry Concentration Policy may not be changed without the approval of the holders of a majority of the outstanding common shares. A “majority of the outstanding” shares means (i) 67% or more of the shares present at a meeting, if the holders of more than 50% of the shares are present or represented by proxy or (ii) more than 50% of the shares, whichever is less.

Portfolio Contents

The Fund will invest in a portfolio of individual common stocks designed to replicate the risk and return profile, and thereby substantially replicate price movements of the S&P 500 Index. The Fund may also invest in other investment companies, including ETFs, that provide similar exposure to individual common stocks consistent with the Fund’s investment objective. Common stock generally represents an equity ownership interest in an issuer, without preference over and with a lower priority than any other class of securities, including such issuer’s debt securities, preferred stock and other senior equity securities. Common stocks usually carry voting rights and earn dividends. Common stocks fluctuate in price in response to

 

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many factors including historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity, as such the company may or may not pay dividends. Dividends on common stocks are declared at the discretion of the company’s board. In addition, common stock generally has the greatest appreciation and depreciation potential because increases and decreases in earnings are usually reflected in a company’s stock price.

As part of its option strategy, the Fund sells (writes) index call options, call options on custom baskets of securities, and covered or uncovered call options on individual securities. An option contract is a contract that gives the holder of the option, in return for a premium, the right to buy from (in the case of a call) or sell to (in the case of a put) the writer of the option the reference instrument underlying the option (or the cash value of the index) at a specified exercise price at any time during the term of the option. The writer of an option on a security has the obligation upon exercise of the option to deliver the reference instrument (or the cash) upon payment of the exercise price or to pay the exercise price upon delivery of the reference instrument (or the cash). Upon exercise of an index option, the writer of an option on an index is obligated to pay the difference between the cash value of the index and the exercise price multiplied by the specified multiplier for the index option. Options may be “covered,” meaning that the party required to deliver the reference instrument if the option is exercised owns that instrument (or has set aside sufficient assets to meet its obligation to deliver the instrument). Options may be listed on an exchange or traded in the OTC market. In general, exchange-traded options have standardized exercise prices and expiration dates and may require the parties to post margin against their obligations, and the performance of the parties’ obligations in connection with such options is guaranteed by the exchange or a related clearing corporation. OTC options have more flexible terms negotiated between the buyer and the seller but are subject to counterparty risk. The ability of the Fund to transact business with any one or any number of counterparties, the lack of any independent evaluation of the counterparties or their financial capabilities, and the absence of a regulated market to facilitate settlement, may increase the potential for losses to the Fund. OTC options also involve greater liquidity risk. This risk may be increased in times of financial stress, if the trading market for OTC derivative contracts becomes limited.

In carrying out its option strategy, the Fund may write index call options on the S&P 500 Index and other broad-based indices and may, if the Fund’s sub-adviser deems conditions appropriate, write call options on a variety of other equity market indices. As the seller of an index call option, the Fund receives a premium from the purchaser. The purchaser of the index call option has the right to any appreciation in the value of the index over the exercise price upon the exercise of the call option or the expiration date. If, at expiration, the purchaser exercises the index option sold by the Fund, the Fund will pay the purchaser the difference between the cash value of the index and the exercise price of the index option. The premium, the exercise price and the market value of the index determine the gain or loss realized by the Fund as the seller of the index call option.

The Fund may also write call options on custom baskets of securities. A custom basket call option is an OTC option with a counterparty whose value is linked to the market value of a portfolio of underlying securities and is collateralized by a portion of the Fund’s equity portfolio. In designing the custom basket call options, the Fund’s sub-adviser will primarily select assets not held by the Fund. In order to minimize the difference between the returns of the underlying securities in the custom basket (commonly referred to as a tracking error), the Fund’s sub-adviser will use optimization calculations when selecting the individual securities for inclusion in the custom basket.

The Fund may also write single name call options, both covered and “naked” or uncovered, on individual stocks. A call option written by the Fund on an individual security is “covered” if the Fund owns the security underlying the call or has an absolute and immediate right to acquire that security without additional cash consideration. The Fund, in effect, sells the potential appreciation in the value of the security subject to the call option in exchange for the premium. The Fund may execute a closing purchase transaction with respect to an option it has sold and sell another option (with either a different exercise price or expiration date or both). The Fund’s objective in entering into such a closing transaction will be to optimize net index option premiums. The cost of a closing transaction may reduce the net option premiums realized from the sale of the option. This reduction could be offset, at least in part, by appreciation in the value of the underlying security held in the Fund’s equity portfolio, and by the opportunity to realize additional premium income from selling a new option.

The Fund may also use call spreads as part of its option strategy. A call spread involves the sale of a call option and the corresponding purchase of a call option on the same underlying instrument with the same expiration date but with different exercise prices. The call spreads utilized by the Fund generally will generate less net option premium than writing calls, but limit the overall risk of the strategy by capping the Fund’s liability from the written call while simultaneously allowing for additional upside above the strike price of the purchased call.

The Fund may also use put options as part of its option strategy. A put option gives the purchaser of the option the right (but not the obligation) to sell, and the writer of the option the obligation to buy, the underlying instrument (or the cash value of the index) at a stated price (the “exercise price”) at any time before the option expires. The purchase price for a put option is the “premium” paid by the purchaser for the right to sell. When the Fund sells a put option on an underlying instrument and the underlying instrument decreases in value, the purchaser of the put option has the right to exercise the option, obligating the Fund to purchase the underlying instrument at an exercise price that is higher than the prevailing market price. The Fund collects option premium income when it sells the put option. If the underlying instrument increases in value, the purchaser of the put option is unlikely to exercise the option since the prevailing market price will be higher than the exercise price. Accordingly, the Fund retains all put premium income collected during market advances.

The Fund may invest in U.S. Government securities. U.S. Government securities include (1) U.S. Treasury obligations, which differ in their interest rates, maturities and times of issuance: U.S. Treasury bills (maturities of one year or less), U.S. Treasury notes (maturities of one year to ten years) and U.S. Treasury bonds (generally maturities of greater than ten years) and (2) obligations issued or guaranteed by U.S. Government agencies and instrumentalities that are supported by any of the following: (i) the full faith and credit of the U.S. Treasury, (ii) the right of the issuer to borrow an amount limited to a specific line of credit from the U.S. Treasury, (iii) discretionary authority of the U.S. Government to purchase certain obligations of the U.S. Government agency or instrumentality or (iv) the credit of the agency or instrumentality.

The Fund also may invest in any other security or agreement collateralized or otherwise secured by U.S. Government securities. Agencies and instrumentalities of the U.S. Government include but are not limited to: Federal Land Banks, Federal Financing Banks, Banks for Cooperatives, Federal Intermediate Credit Banks, Farm Credit Banks, Federal Home Loan Banks, Federal Home Loan Mortgage Corporation, Federal National Mortgage Association, Government National Mortgage Association, Student Loan Marketing Association, U.S. Postal Service, Small Business

 

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Administration, Tennessee Valley Authority and any other enterprise established or sponsored by the U.S. Government. Because the U.S. Government generally is not obligated to provide support to its instrumentalities, the Fund will invest in obligations issued by these instrumentalities only if its sub-adviser determines that the credit risk with respect to such obligations is minimal.

The Fund may invest in commercial paper. Commercial paper represents short-term unsecured promissory notes issued in bearer form by corporations such as banks or bank holding companies and finance companies.

The Fund may enter into repurchase agreements (the purchase of a security coupled with an agreement to resell that security at a higher price) with respect to its permitted investments. The Fund’s repurchase agreements will provide that the value of the collateral underlying the repurchase agreement will always be at least equal to the repurchase price, including any accrued interest earned on the agreement, and will be marked-to-market daily.

The Fund may invest in securities of non-U.S. issuers that are U.S. dollar-denominated, which may include securities of issuers located, or conducting their business, in emerging market countries. The Fund will classify an issuer of a security as being a U.S. or non-U.S. issuer based on the determination of an unaffiliated, recognized financial data provider. Such determinations are based on a number of criteria, such as the issuer’s country of domicile, the primary exchange on which the security predominately trades, the location from which the majority of the issuer’s revenue comes, and the issuer’s reporting currency. Furthermore, a country is considered to be an “emerging market” if it has a relatively low gross national product per capita compared to the world’s major economies and the potential for rapid economic growth. The Fund considers a country an emerging market country based on the determination of an international organization, such as the IMF, or an unaffiliated, recognized financial data provider.

The Fund may buy and sell securities on a when-issued or delayed delivery basis, making payment or taking delivery at a later date, normally within 15 to 45 days of the trade date.

The Fund may invest in illiquid securities (i.e., securities that are not readily marketable), including, but not limited to, restricted securities (securities the disposition of which is restricted under the federal securities laws), securities that may be resold only pursuant to Rule 144A under the 1933 Act, and repurchase agreements with maturities in excess of seven days.

The Fund may enter into certain derivative instruments in pursuit of its investment objective, including to seek to enhance return, to hedge certain risks of its investments in securities or as a substitute for a position in the underlying asset. Such instruments include financial futures contracts and options thereon, swaps (with varying terms, including interest rate swaps and credit default swaps), options on interest rates, options on indices, options on swaps, options on currencies and other fixed-income derivative instruments that may have the economic effect of leverage.

The Fund may also invest in securities of other open- or closed-end investment companies (including ETFs) that invest primarily in securities of the types in which the Fund may invest directly, to the extent permitted by the 1940 Act, the rules and regulations issued thereunder and applicable exemptive orders issued by the SEC.

The Fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions to generate additional income. When the Fund loans its portfolio securities, it will receive, at the inception of each loan, cash collateral equal to at least 102% of the value of the loaned securities. Under the Fund’s securities lending agreement, the securities lending agent will generally bear the risk that a borrower may default on its obligation to return loaned securities. The Fund, however, will be responsible for the risks associated with the investment of cash collateral. The Fund may lose money on its investment of cash collateral or may fail to earn sufficient income on its investment to meet its obligations to the borrower.

Use of Leverage

As a non-fundamental policy, the Fund will not leverage its capital structure by issuing senior securities such as the issuance of preferred shares of beneficial interest or debt instruments. However, the Fund may borrow for temporary or emergency purposes and may enter into certain derivatives transactions that have the economic effect of leverage.

Temporary Defensive Periods

During temporary defensive periods the Fund may deviate from its investment objective and policies, and in order to keep the Fund’s cash fully invested, the Fund may invest any portion of its Managed Assets in investment grade debt securities, including obligations issued or guaranteed by the U.S. government, its agencies and instrumentalities. The Fund may not achieve its investment objective during such periods.

 

95

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NUVEEN NASDAQ 100 DYNAMIC OVERWRITE FUND (QQQX)

Investment Objective

The Fund’s investment objective is to seek attractive total return with less volatility than the Nasdaq 100 Index.

Investment Policies

Under normal circumstances, the Fund will invest at least 80% of its Assets (as defined below) in an equity portfolio made up of securities comprising the Nasdaq 100 Index (or securities that have economic characteristics that are similar to those securities comprising the Nasdaq 100 Index) that seeks to substantially replicate price movements of the Nasdaq 100 Index and is designed to support the Fund’s option strategy.

Under normal circumstances, the Fund expects to invest substantially all (at least 90%) of its Managed Assets (as defined below) in its equity portfolio or otherwise in pursuit of its investment objective.

The Fund’s sub-adviser uses a multi-factor quantitative model, which will consider opportunities to engage in tax-loss harvesting (i.e., periodically selling positions that have depreciated in value to realize capital losses that can be used to offset capital gains realized by the Fund) and other tax management considerations to improve after-tax shareholder outcomes, to construct the Fund’s equity portfolio.

The Fund employs a dynamic options “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. Pursuant to this option strategy, under normal circumstances, the Fund sells (writes) index call options, call options on custom baskets of securities, and call options on individual securities. In addition to a primary emphasis on writing call options to reduce downside risk and volatility of the Fund’s equity portfolio, the Fund’s option 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.

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 its equity portfolio.

“Assets” means net assets of the Fund plus the amount of any borrowings for investment purposes. “Managed Assets” mean 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 leverage (whether or not those assets are reflected in the Fund’s financial statements for purposes of generally accepted accounting principles), and derivatives will be valued at their market value.

Under normal market conditions:

 

·

As a fundamental policy, the Fund may not concentrate (i.e., invest more than 25% of its total assets) in securities of issuers in any one industry, except that if 25% or more of the securities in the Nasdaq 100 Index are issued by companies in one industry, the Fund will concentrate in that industry 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 (Industry Concentration Policy).

 

·

The Fund may invest no more than 10% of its Managed Assets in short-term, high quality fixed-income securities.

 

·

The Fund may invest up to 20% of its Managed Assets in securities of non-U.S. issuers that are U.S. dollar denominated, which may include securities of issuers located, or conducting their business, in emerging market countries.

The foregoing policies apply only at the time of any new investment.

Approving Changes in Investment Policies

The Board of Trustees of the Fund may change the policies described above without a shareholder vote. However, with respect to the Fund’s policy of investing at least 80% of its Assets in the equity portfolio, such policy may not be changed without 60 days’ prior written notice to shareholders.

However, the Fund’s fundamental Industry Concentration Policy may not be changed without the approval of the holders of a majority of the outstanding common shares. A “majority of the outstanding” shares means (i) 67% or more of the shares present at a meeting, if the holders of more than 50% of the shares are present or represented by proxy or (ii) more than 50% of the shares, whichever is less.

Portfolio Contents

The Fund will invest in a portfolio of individual common stocks designed to replicate the risk and return profile, and thereby substantially replicate price movements of the Nasdaq 100 Index. The Fund may also invest in other investment companies, including ETFs, that provide similar exposure to individual common stocks consistent with the Fund’s investment objective. Common stock generally represents an equity ownership interest in an issuer, without preference over and with a lower priority than any other class of securities, including such issuer’s debt securities, preferred stock and other senior equity securities. Common stocks usually carry voting rights and earn dividends. Common stocks fluctuate in price in response to

 

96

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many factors including historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity, as such the company may or may not pay dividends. Dividends on common stocks are declared at the discretion of the company’s board. In addition, common stock generally has the greatest appreciation and depreciation potential because increases and decreases in earnings are usually reflected in a company’s stock price.

As part of its option strategy, the Fund sells (writes) index call options, call options on custom baskets of securities, and covered or uncovered call options on individual securities. An option contract is a contract that gives the holder of the option, in return for a premium, the right to buy from (in the case of a call) or sell to (in the case of a put) the writer of the option the reference instrument underlying the option (or the cash value of the index) at a specified exercise price at any time during the term of the option. The writer of an option on a security has the obligation upon exercise of the option to deliver the reference instrument (or the cash) upon payment of the exercise price or to pay the exercise price upon delivery of the reference instrument (or the cash). Upon exercise of an index option, the writer of an option on an index is obligated to pay the difference between the cash value of the index and the exercise price multiplied by the specified multiplier for the index option. Options may be “covered,” meaning that the party required to deliver the reference instrument if the option is exercised owns that instrument (or has set aside sufficient assets to meet its obligation to deliver the instrument). Options may be listed on an exchange or traded in the OTC market. In general, exchange-traded options have standardized exercise prices and expiration dates and may require the parties to post margin against their obligations, and the performance of the parties’ obligations in connection with such options is guaranteed by the exchange or a related clearing corporation. OTC options have more flexible terms negotiated between the buyer and the seller but are subject to counterparty risk. The ability of the Fund to transact business with any one or any number of counterparties, the lack of any independent evaluation of the counterparties or their financial capabilities, and the absence of a regulated market to facilitate settlement, may increase the potential for losses to the Fund. OTC options also involve greater liquidity risk. This risk may be increased in times of financial stress, if the trading market for OTC derivative contracts becomes limited.

In carrying out its option strategy, the Fund may write index call options on the Nasdaq 100 Index and other broad-based indices and may, if the Fund’s sub-adviser deems conditions appropriate, write call options on a variety of other equity market indices. As the seller of an index call option, the Fund receives a premium from the purchaser. The purchaser of the index call option has the right to any appreciation in the value of the index over the exercise price upon the exercise of the call option or the expiration date. If, at expiration, the purchaser exercises the index option sold by the Fund, the Fund will pay the purchaser the difference between the cash value of the index and the exercise price of the index option. The premium, the exercise price and the market value of the index determine the gain or loss realized by the Fund as the seller of the index call option.

The Fund may also write call options on custom baskets of securities. A custom basket call option is an OTC option with a counterparty whose value is linked to the market value of a portfolio of underlying securities and is collateralized by a portion of the Fund’s equity portfolio. In designing the custom basket call options, the Fund’s sub-adviser will primarily select assets not held by the Fund. In order to minimize the difference between the returns of the underlying securities in the custom basket (commonly referred to as a tracking error), the Fund’s sub-adviser will use optimization calculations when selecting the individual securities for inclusion in the custom basket.

The Fund may also write single name call options, both covered and “naked” or uncovered, on individual stocks. A call option written by the Fund on an individual security is “covered” if the Fund owns the security underlying the call or has an absolute and immediate right to acquire that security without additional cash consideration. The Fund, in effect, sells the potential appreciation in the value of the security subject to the call option in exchange for the premium. The Fund may execute a closing purchase transaction with respect to an option it has sold and sell another option (with either a different exercise price or expiration date or both). The Fund’s objective in entering into such a closing transaction will be to optimize net index option premiums. The cost of a closing transaction may reduce the net option premiums realized from the sale of the option. This reduction could be offset, at least in part, by appreciation in the value of the underlying security held in the Fund’s equity portfolio, and by the opportunity to realize additional premium income from selling a new option.

The Fund may also use call spreads as part of its option strategy. A call spread involves the sale of a call option and the corresponding purchase of a call option on the same underlying instrument with the same expiration date but with different exercise prices. The call spreads utilized by the Fund generally will generate less net option premium than writing calls, but limit the overall risk of the strategy by capping the Fund’s liability from the written call while simultaneously allowing for additional upside above the strike price of the purchased call.

The Fund may also use put options as part of its option strategy. A put option gives the purchaser of the option the right (but not the obligation) to sell, and the writer of the option the obligation to buy, the underlying instrument (or the cash value of the index) at a stated price (the “exercise price”) at any time before the option expires. The purchase price for a put option is the “premium” paid by the purchaser for the right to sell. When the Fund sells a put option on an underlying instrument and the underlying instrument decreases in value, the purchaser of the put option has the right to exercise the option, obligating the Fund to purchase the underlying instrument at an exercise price that is higher than the prevailing market price. The Fund collects option premium income when it sells the put option. If the underlying instrument increases in value, the purchaser of the put option is unlikely to exercise the option since the prevailing market price will be higher than the exercise price. Accordingly, the Fund retains all put premium income collected during market advances.

The Fund may invest in U.S. Government securities. U.S. Government securities include (1) U.S. Treasury obligations, which differ in their interest rates, maturities and times of issuance: U.S. Treasury bills (maturities of one year or less), U.S. Treasury notes (maturities of one year to ten years) and U.S. Treasury bonds (generally maturities of greater than ten years) and (2) obligations issued or guaranteed by U.S. Government agencies and instrumentalities that are supported by any of the following: (i) the full faith and credit of the U.S. Treasury, (ii) the right of the issuer to borrow an amount limited to a specific line of credit from the U.S. Treasury, (iii) discretionary authority of the U.S. Government to purchase certain obligations of the U.S. Government agency or instrumentality or (iv) the credit of the agency or instrumentality.

The Fund also may invest in any other security or agreement collateralized or otherwise secured by U.S. Government securities. Agencies and instrumentalities of the U.S. Government include but are not limited to: Federal Land Banks, Federal Financing Banks, Banks for Cooperatives, Federal Intermediate Credit Banks, Farm Credit Banks, Federal Home Loan Banks, Federal Home Loan Mortgage Corporation, Federal National Mortgage Association, Government National Mortgage Association, Student Loan Marketing Association, U.S. Postal Service, Small Business

 

97

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Administration, Tennessee Valley Authority and any other enterprise established or sponsored by the U.S. Government. Because the U.S. Government generally is not obligated to provide support to its instrumentalities, the Fund will invest in obligations issued by these instrumentalities only if its sub-adviser determines that the credit risk with respect to such obligations is minimal.

The Fund may invest in commercial paper. Commercial paper represents short-term unsecured promissory notes issued in bearer form by corporations such as banks or bank holding companies and finance companies.

The Fund may enter into repurchase agreements (the purchase of a security coupled with an agreement to resell that security at a higher price) with respect to its permitted investments. The Fund’s repurchase agreements will provide that the value of the collateral underlying the repurchase agreement will always be at least equal to the repurchase price, including any accrued interest earned on the agreement, and will be marked-to-market daily.

The Fund may invest in securities of non-U.S. issuers that are U.S. dollar-denominated, which may include securities of issuers located, or conducting their business, in emerging market countries. The Fund will classify an issuer of a security as being a U.S. or non-U.S. issuer based on the determination of an unaffiliated, recognized financial data provider. Such determinations are based on a number of criteria, such as the issuer’s country of domicile, the primary exchange on which the security predominately trades, the location from which the majority of the issuer’s revenue comes, and the issuer’s reporting currency. Furthermore, a country is considered to be an “emerging market” if it has a relatively low gross national product per capita compared to the world’s major economies and the potential for rapid economic growth. The Fund considers a country an emerging market country based on the determination of an international organization, such as the IMF, or an unaffiliated, recognized financial data provider.

The Fund may buy and sell securities on a when-issued or delayed delivery basis, making payment or taking delivery at a later date, normally within 15 to 45 days of the trade date.

The Fund may invest in illiquid securities (i.e., securities that are not readily marketable), including, but not limited to, restricted securities (securities the disposition of which is restricted under the federal securities laws), securities that may be resold only pursuant to Rule 144A under the 1933 Act, and repurchase agreements with maturities in excess of seven days.

The Fund may enter into certain derivative instruments in pursuit of its investment objective, including to seek to enhance return, to hedge certain risks of its investments in securities or as a substitute for a position in the underlying asset. Such instruments include financial futures contracts and options thereon, swaps (with varying terms, including interest rate swaps and credit default swaps), options on interest rates, options on indices, options on swaps, options on currencies and other fixed-income derivative instruments that may have the economic effect of leverage.

The Fund may also invest in securities of other open- or closed-end investment companies (including ETFs) that invest primarily in securities of the types in which the Fund may invest directly, to the extent permitted by the 1940 Act, the rules and regulations issued thereunder and applicable exemptive orders issued by the SEC.

The Fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions to generate additional income. When the Fund loans its portfolio securities, it will receive, at the inception of each loan, cash collateral equal to at least 102% of the value of the loaned securities. Under the Fund’s securities lending agreement, the securities lending agent will generally bear the risk that a borrower may default on its obligation to return loaned securities. The Fund, however, will be responsible for the risks associated with the investment of cash collateral. The Fund may lose money on its investment of cash collateral or may fail to earn sufficient income on its investment to meet its obligations to the borrower.

Use of Leverage

As a non-fundamental policy, the Fund will not leverage its capital structure by issuing senior securities such as the issuance of preferred shares of beneficial interest or debt instruments. However, the Fund may borrow for temporary or emergency purposes and may enter into certain derivatives transactions that have the economic effect of leverage.

Temporary Defensive Periods

During temporary defensive periods the Fund may deviate from its investment objective and policies, and in order to keep the Fund’s cash fully invested, the Fund may invest any portion of its Managed Assets in investment grade debt securities, including obligations issued or guaranteed by the U.S. government, its agencies and instrumentalities. The Fund may not achieve its investment objective during such periods.

 

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NUVEEN CORE EQUITY ALPHA FUND (JCE)

Investment Objective

The Fund’s investment objective is to provide an attractive level of total return. The Fund seeks to achieve its investment objective primarily through long term capital appreciation and secondarily through income and gains.

Investment Policies

Under normal circumstances, the Fund will invest at least 80% of its Assets (as defined below) in the Equity Portfolio (as defined below).

The Fund invests in a portfolio of actively managed large capitalization U.S. common stocks, using the sub-adviser’s proprietary quantitative process designed to provide the potential for long-term outperformance (the “Equity Portfolio”). Additionally, the Fund seeks to reduce the volatility of its returns relative to the returns of the Equity Portfolio over extended periods by writing (selling) index call options and/or call options on custom baskets of securities (the “Options Strategy”).

“Assets” means net assets of the Fund plus the amount of any borrowings for investment purposes. “Managed Assets” mean 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 leverage (whether or not those assets are reflected in the Fund’s financial statements for purposes of generally accepted accounting principles), and derivatives will be valued at their market value.

Under normal market conditions:

 

·

The notional value of the call options written by the Fund under its Options Strategy may be up to 50% of the value of the Fund’s Managed Assets.

 

·

The Fund intends to limit the overlap between the stocks held in the Equity Portfolio and the stocks underlying the Fund’s call options to less than 70% (generally based on the value of such components).

 

·

The Fund may invest up to 10% of is Managed Assets in securities of other open- or closed-end investment companies (including ETFs) that invest primarily in securities of the types in which the Fund may invest directly. In addition, the Fund may invest a portion of its Managed Assets in pooled investment vehicles (other than investment companies) that invest primarily in securities of the types in which the Fund may invest directly.

The foregoing policies apply only at the time of any new investment.

Approving Changes in Investment Policies

The Board of Trustees of the Fund may change the policies described above without a shareholder vote. However, with respect to the Fund’s policy of investing at least 80% of its Assets in the Equity Portfolio, such policy may not be changed without 60 days’ prior written notice to shareholders.

Portfolio Contents

The Fund generally invests in a portfolio of common stocks. Common stock generally represents an equity ownership interest in an issuer, without preference over and with a lower priority than any other class of securities, including such issuer’s debt securities, preferred stock and other senior equity securities. Common stocks usually carry voting rights and earn dividends. Common stocks fluctuate in price in response to many factors including historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity, as such the company may or may not pay dividends. Dividends on common stocks are declared at the discretion of the company’s board. In addition, common stock generally has the greatest appreciation and depreciation potential because increases and decreases in earnings are usually reflected in a company’s stock price.

The Fund implements its Option Strategy by writing (selling) index call options and call options on custom baskets of securities.

An option contract is a contract that gives the holder of the option, in return for a premium, the right to buy from (in the case of a call) or sell to (in the case of a put) the writer of the option the reference instrument underlying the option (or the cash value of the index) at a specified exercise price at any time during the term of the option. The writer of an option on a security has the obligation upon exercise of the option to deliver the reference instrument (or the cash) upon payment of the exercise price or to pay the exercise price upon delivery of the reference instrument (or the cash). Upon exercise of an index option, the writer of an option on an index is obligated to pay the difference between the cash value of the index and the exercise price multiplied by the specified multiplier for the index option. Options may be “covered,” meaning that the party required to deliver the reference instrument if the option is exercised owns that instrument (or has set aside sufficient assets to meet its obligation to deliver the instrument). Options may be listed on an exchange or traded in the OTC market. In general, exchange-traded options have standardized exercise prices and expiration dates and may require the parties to post margin against their obligations, and the performance of the parties’ obligations in connection with such options is guaranteed by the exchange or a related clearing corporation. OTC options have more flexible terms negotiated between the buyer and the seller, but generally are subject to counterparty risk. The ability of the Fund to transact business with any one or any

 

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number of counterparties, the lack of any independent evaluation of the counterparties or their financial capabilities, and the absence of a regulated market to facilitate settlement, may increase the potential for losses to the Fund. OTC options also involve greater liquidity risk. This risk may be increased in times of financial stress, if the trading market for OTC derivative contracts becomes limited. The staff of the SEC takes the position that certain purchased OTC options, and assets used as cover for certain written OTC options, are illiquid.

The Fund writes index call options on broad-based indices and may, if the sub-adviser deems conditions appropriate, write call options on a variety of other equity market indices. As the seller of an index call option, the Fund receives a premium from the purchaser. The purchaser of the index call option has the right to any appreciation in the value of the index over the exercise price upon the exercise of the call option or the expiration date. If, at expiration, the purchaser exercises the index option sold by the Fund, the Fund will pay the purchaser the difference between the cash value of the index and the exercise price of the index option. The premium, the exercise price and the market value of the index determine the gain or loss realized by the Fund as the seller of the index call option.

The Fund may also write call options on custom baskets of securities. A custom basket call option is an OTC option with a counterparty whose value is linked to the market value of a portfolio of underlying securities and is collateralized by a portion of the Fund’s Equity Portfolio. In order to minimize the difference between the returns of the underlying securities in the custom basket (commonly referred to as a tracking error), the sub-adviser will use optimization calculations when selecting the individual securities for inclusion in the custom basket.

In addition to the use of call options as described above, the Fund may enter into certain derivative instruments in pursuit of its investment objective, including to seek to enhance return, to hedge certain risks of its investments or as a substitute for a position in the underlying asset. Such instruments include options, futures contracts, index futures and total return swaps. In addition, the Fund may invest in other types of derivative instruments that are currently non-principal investments, including forward contracts, interest rate swaps, caps, collars and floors, credit default swaps, and swap options.

The Fund may enter into repurchase agreements (the purchase of a security coupled with an agreement to resell that security at a higher price) with respect to its permitted investments. The Fund’s repurchase agreements will provide that the value of the collateral underlying the repurchase agreement will always be at least equal to the repurchase price, including any accrued interest earned on the agreement, and will be marked-to-market daily.

The Fund may invest in illiquid securities (i.e., securities that are not readily marketable), including, but not limited to, restricted securities (securities the disposition of which is restricted under the federal securities laws), securities that may be resold only pursuant to Rule 144A under the 1933 Act, and repurchase agreements with maturities in excess of seven days.

The Fund may buy and sell securities on a when-issued or delayed delivery basis, making payment or taking delivery at a later date, normally within 15 to 45 days of the trade date.

The Fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions to generate additional income. When the Fund loans its portfolio securities, it will receive, at the inception of each loan, cash collateral equal to at least 102% of the value of the loaned securities. Under the Fund’s securities lending agreement, the securities lending agent will generally bear the risk that a borrower may default on its obligation to return loaned securities. The Fund, however, will be responsible for the risks associated with the investment of cash collateral. The Fund may lose money on its investment of cash collateral or may fail to earn sufficient income on its investment to meet its obligations to the borrower.

Use of Leverage

As a non-fundamental policy, the Fund will not leverage its capital structure by issuing senior securities such as the issuance of preferred shares of beneficial interest or debt instruments. The Fund may, however, borrow up to 7.5% of its Managed Assets for cash management purposes. In addition, the Fund may borrow for temporary or emergency purposes and may enter into certain derivatives transactions that have the economic effect of leverage by creating additional investment exposure.

Temporary Defensive Periods

During temporary defensive periods the Fund may deviate from its investment objective and policies, and in order to keep the Fund’s cash fully invested, the Fund may invest up to 100% of its Managed Assets in investment grade debt securities, including obligations issued or guaranteed by the U.S. government, its agencies and instrumentalities. The Fund may not achieve its investment objective during such periods.

 

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PRINCIPAL RISKS OF THE FUNDS

The factors that are most likely to have a material effect on a particular Fund’s portfolio as a whole are called “principal risks.” Each Fund is subject to the principal risks indicated below, whether through direct investment or derivative positions. Each Fund may be subject to additional risks other than those identified and described below because the types of investments made by a Fund can change over time.

 

Risk		BXMX		DIAX		SPXX		QQQX		JCE
Portfolio Level Risks
Call Option Risk		X		X		X		X		X
Call Spreads Risk		X		X		X		X		-
Common Stock Risk		X		X		X		X		X
Concentration Risk		X		X		X		X		-
Counterparty Risk		X		X		X		X		X
Deflation Risk		X		X		X		X		X
Derivatives Risk		X		X		X		X		X
Dividend Income Risk		X		X		X		X		X
Frequent Trading Risk		-		-		-		-		X
Financial Services Sector Risk		-		X		X		-		X
Hedging Risk		X		X		X		X		X
Illiquid Investments Risk		X		X		X		X		-
Inflation Risk		X		X		X		X		X
Information Technology Sector Risk		X		-		X		-		-
Large -Cap Company Risk		X		X		X		X		X
Non-U.S. Securities Risk		X		X		X		X		-
Option Strategy Risk		X		X		X		X		X
Other Investment Companies Risk		X		X		X		X		X
Put Option Risk		X		X		X		X		-
Quantitative Analysis Risk		-		-		-		-		X
Swap Transactions Risk		X		X		X		X		X
Technology Company Investment Risk		-		-		-		X		-
Valuation Risk		X		X		X		X		X
Risk		BXMX		DIAX		SPXX		QQQX		JCE
Fund Level and Other Risks
Anti-Takeover Provisions		X		X		X		X		X
Borrowing Risk		X		X		X		X		X
Cybersecurity Risk		X		X		X		X		X
Global Economic Risk		X		X		X		X		X
Investment and Market Risk		X		X		X		X		X
Legislation and Regulatory Risk		X		X		X		X		X
Market Discount from Net Asset Value		X		X		X		X		X
Non-Diversified Status Risk		-		X		-		X		-
Not an Index Fund		X		X		X		X		-
Recent Market Conditions		X		X		X		X		X
Fund Tax Risk		X		X		X		X		X

 

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Portfolio Level Risks:

Call Option Risk. As the writer of a call option, the Fund foregoes, during the option’s life, the opportunity to profit from increases in the market value of the instrument underlying the call option above the sum of the premium and the strike price of the option, but will retain the risk of loss should the market value of the instrument underlying the call option decline. The purchaser of the call option has the right to any appreciation in the value of the underlying instrument over the exercise price upon the exercise of the call option or the expiration date. As the Fund increases the option overlay percentage, its ability to benefit from capital appreciation becomes more limited and the risk of NAV erosion increases. If the Fund experiences NAV erosion, which itself may have a negative effect on the market price of the Fund’s shares, the Fund will have a reduced asset base over which to write call options, which may eventually lead to reduced distributions to shareholders.

In addition, because the exercise of index options is settled in cash, sellers of index call options, such as the Fund, cannot provide in advance for their potential settlement obligations by acquiring and holding the underlying securities. The Fund bears a risk that the value of the securities held by the Fund will vary from the value of the underlying index and relative to the written index call option positions. Accordingly, the Fund may incur losses on the index call options that it has sold that exceed gains on the Fund’s equity portfolio. The value of index options written by the Fund, which will be priced daily, will be affected by changes in the value of and dividend rates of the underlying common stocks in the index, changes in the actual or perceived volatility of the stock market and the remaining time to the options’ expiration. The value of the index options also may be adversely affected if the market for the index options becomes less liquid or smaller.

Call Spreads Risk. The Fund may enter into call spreads. A call spread involves the sale of a call option and the corresponding purchase of a call option on the same underlying instrument with the same expiration date but with different strike prices. The Fund may not be able to enter into (or close out of) these transactions, at times or in the quantities desired by the sub-adviser. The Fund also may not be able to enter into (or close out of) these transactions because of, among other things, the lack of market participants that are willing to take contrary positions to that of the Fund.

Common Stock Risk. Common stocks have experienced significantly more volatility in returns and may significantly underperform relative to fixed-income securities during certain periods. An adverse event, such as an unfavorable earnings report, may depress the value of a particular common stock held by the Fund. Also, the price of common stocks is sensitive to general movements in the stock market, and a drop in the stock market may depress the price of common stocks to which the Fund has exposure. Common stock prices fluctuate for several reasons, including changes in investors’ perceptions of the financial condition of an issuer, the general condition of the relevant stock market or the current and expected future conditions of the broader economy, or when political or economic events affecting the issuer in particular or the stock market in general occur. In addition, common stock prices may be particularly sensitive to rising interest rates, as the cost of capital rises and borrowing costs increase.

Concentration Risk. The Fund’s investments are concentrated in issuers of one or a few specific economic sectors, so the Fund may be subject to more risks than if it were broadly diversified across the economy.

Counterparty Risk. The Fund will be subject to credit risk with respect to the counterparties to the derivative transactions entered into by the Fund. Changes in the credit quality of the companies that serve as the Fund’s counterparties with respect to derivatives transactions may affect the value of those instruments. Because certain derivative transactions in which the Fund may engage may be traded between counterparties based on contractual relationships, the Fund is subject to the risk that a counterparty will not perform its obligations under the related contracts. If a counterparty becomes bankrupt or otherwise becomes unable to perform its obligations due to financial difficulties the Fund may sustain losses (including the full amount of its investment), may be unable to liquidate a derivatives position or may experience significant delays in obtaining any recovery in bankruptcy or other reorganization proceedings. By entering into derivatives transactions, the Fund assumes the risk that its counterparties could experience such financial hardships. Although the Fund intends to enter into transactions only with counterparties that the sub-adviser believes to be creditworthy, there can be no assurance that a counterparty will not default and that the Fund will not sustain a loss on a transaction. In the event of a counterparty’s bankruptcy or insolvency, any collateral posted by the Fund in connection with a derivatives transaction may be subject to the conflicting claims of that counterparty’s creditors, and the Fund may be exposed to the risk of a court treating the Fund as a general unsecured creditor of the counterparty, rather than as the owner of the collateral.

Deflation Risk. Deflation risk is the risk that prices throughout the economy decline over time. Deflation may have an adverse effect on the creditworthiness of issuers and may make issuer default more likely, which may result in a decline in the value of the Fund’s portfolio.

Derivatives Risk. The use of derivatives involves additional risks and transaction costs which could leave the Fund in a worse position than if it had not used these instruments. Derivative instruments can be used to acquire or to transfer the risk and returns of a security or other asset without buying or selling the security or asset. These instruments may entail investment exposures that are greater than their cost would suggest. As a result, a small investment in derivatives can result in losses that greatly exceed the original investment. Derivatives can be highly volatile, illiquid and difficult to value. An over-the-counter derivative transaction between the Fund and a counterparty that is not cleared through a central counterparty also involves the risk that a loss may be sustained as a result of the failure of the counterparty to the contract to make required payments. The payment obligation for a cleared derivative transaction is guaranteed by a central counterparty, which exposes the Fund to the creditworthiness of the central counterparty. The use of certain derivatives involves leverage, which can cause the Fund’s portfolio to be more volatile than if the portfolio had not been leveraged. Leverage can significantly magnify the effect of price movements of the reference asset, disproportionately increasing the Fund’s losses and reducing the Fund’s opportunities for gains when the reference asset changes in unexpected ways. In some instances, such leverage could result in losses that exceed the original amount invested.

It is possible that regulatory or other developments in the derivatives market, including changes in government regulation could adversely impact the Fund’s ability to invest in certain derivatives successfully use derivative instruments.

 

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Dividend Income Risk. A portion of the net investment income paid by the Fund to its shareholders is derived from dividends it receives from the common stocks held in the Fund’s equity portfolio. Dividends paid on securities held by the Fund can vary significantly over the short-term and long-term. Dividends on common stocks are not fixed, but are declared at the discretion of an issuer’s board of directors. There is no guarantee that the issuers of common stocks in which the Fund invests will declare dividends in the future or that if declared they will remain at current levels or increase over time.

Frequent Trading Risk. In pursuing its investment objective, the Fund may engage in trading that results in a high portfolio turnover rate, which may vary greatly from year to year, as well as within a given year. A higher portfolio turnover rate may result in correspondingly greater transactional expenses that are borne by the Fund. Such expenses may include bid-ask spreads, dealer mark-ups, and other transactional costs on the sale of securities and reinvestment in other securities, and may result in the realization of taxable capital gains (including short-term gains, which are generally taxed for federal income tax purposes to shareholders as ordinary income when distributed). These costs, which are not reflected in annual fund operating expenses or in the example thereunder, may affect the Fund’s performance.

Hedging Risk. The Fund’s use of derivatives or other transactions to reduce risk involves costs and will be subject to the investment adviser’s and/or the sub-adviser’s ability to predict correctly changes in the relationships of such hedge instruments to the Fund’s portfolio holdings or other factors. No assurance can be given that the investment adviser’s and/or the sub-adviser’s judgment in this respect will be correct, and no assurance can be given that the Fund will enter into hedging or other transactions at times or under circumstances in which it may be advisable to do so. Hedging activities may reduce the Fund’s opportunities for gain by offsetting the positive effects of favorable price movements and may result in net losses.

Illiquid Investments Risk. Illiquid investments are investments that are not readily marketable. These investments may include restricted investments, including Rule 144A securities, which cannot be resold to the public without an effective registration statement under the 1933 Act, or, if they are unregistered may be sold only in a privately negotiated transaction or pursuant to an available exemption from registration. The Fund may not be able to readily dispose of such investments at prices that approximate those at which the Fund could sell the investments if they were more widely traded and, as a result of such illiquidity, the Fund may have to sell other investments or engage in borrowing transactions if necessary to raise cash to meet its obligations. Limited liquidity can also affect the market price of investments, thereby adversely affecting the Fund’s NAV and ability to make dividend distributions. The financial markets in general have in recent years experienced periods of extreme secondary market supply and demand imbalance, resulting in a loss of liquidity during which market prices were suddenly and substantially below traditional measures of intrinsic value. During such periods, some investments could be sold only at arbitrary prices and with substantial losses. Periods of such market dislocation may occur again at any time.

Inflation Risk. Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of the common shares and distributions can decline. Currently, inflation rates are elevated relative to normal market conditions and could increase.

Information Technology Sector Risk. The Fund currently invests a significant portion of its assets in the information technology sector, although this may change over time. The information technology sector can be significantly affected by changes in, among other things, the supply and demand for specific products and services, the pace of technological development and product obsolescence, market competition, government regulation, and patent and intellectual property rights.

Large-Cap Company Risk. While large-cap companies may be less volatile than those of mid-and small-cap companies, they still involve risk. To the extent the Fund invests in large-capitalization securities, the Fund may underperform funds that invest primarily in securities of smaller capitalization companies during periods when the securities of such companies are in favor. Large-capitalization companies may be unable to respond as quickly as smaller capitalization companies to competitive challenges or to changes in business, product, financial or other market conditions.

Non-U.S. Securities Risk. Investments in securities of non-U.S. issuers involve special risks, including: less publicly available information about non-U.S. issuers or markets due to less rigorous disclosure or accounting standards or regulatory practices; many non-U.S. markets are smaller, less liquid and more volatile; the economies of non-U.S. countries may grow at slower rates than expected or may experience a downturn or recession; the impact of economic, political, social or diplomatic events; possible seizure of a company’s assets; restrictions imposed by foreign countries limiting the ability of foreign issuers to make payments of principal and/or interest due to blockages of foreign currency exchanges or otherwise; and withholding and other non-U.S. taxes may decrease the Fund’s return. These risks are more pronounced to the extent that the Fund invests a significant amount of its assets in issuers located in one region.

Option Strategy Risk. The value of call options sold (written) by the Fund will fluctuate. The Fund may not participate in any appreciation of its portfolio as fully as it would if the Fund did not sell call options. In addition, the Fund will continue to bear the risk of declines in the value of its portfolio. In employing the Fund’s option strategy, the sub-adviser seeks to reduce downside risk and volatility of the Fund’s equity portfolio. This strategy may not protect against market declines and may limit the Fund’s participation in market gains, particularly during periods when market values are increasing. This strategy may increase the Fund’s portfolio transaction costs, which could result in losses or reduce gains, and may not be successful.

Other Investment Companies Risk. The Fund may invest in the securities of other investment companies, including ETFs. Investing in an investment company exposes the Fund to all of the risks of that investment company’s investments. The Fund, as a holder of the securities of other investment companies, will bear its pro rata portion of the other investment companies’ expenses, including advisory fees. These expenses are in addition to the direct expenses of the Fund’s own operations. As a result, the cost of investing in investment company shares may exceed the costs of investing directly in its underlying investments. In addition, securities of other investment companies may be leveraged. As a result, the Fund may be indirectly exposed to leverage through an investment in such securities and therefore magnify the Fund’s leverage risk.

 

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With respect to ETF’s, an ETF that is based on a specific index may not be able to replicate and maintain exactly the composition and relative weighting of securities in the index. The value of an ETF based on a specific index is subject to change as the values of its respective component assets fluctuate according to market volatility. ETFs typically rely on a limited pool of authorized participants to create and redeem shares, and an active trading market for ETF shares may not develop or be maintained. The market value of shares of ETFs and closed-end funds may differ from their NAV.

Put Option Risk. By writing put options, the Fund takes on the risk of declines in the value of the underlying instrument, including the possibility of a loss up to the entire strike price of each option it sells but without the corresponding opportunity to benefit from potential increases in the value of the underlying instrument. When the Fund writes a put option, it assumes the risk that it must purchase the underlying instrument at a strike price that may be higher than the market price of the instrument. If there is a broad market decline and the Fund is not able to close out its written put options, it may result in substantial losses to the Fund. The Fund will receive a premium from writing options, but the premium received may not be sufficient to offset any losses sustained from exercised put options.

Quantitative Analysis Risk. The risk that stocks selected using quantitative modeling and analysis could perform differently from the market as a whole and the risk that such quantitative analysis and modeling may not adequately take into account certain factors, may contain design flaws or inaccurate assumptions and may rely on inaccurate data inputs, which may result in losses to the Fund.

Swap Transactions Risk. The Fund may enter into derivative instruments such as swap contracts, credit default swaps, interest rate swaps and forward contracts. Like most derivative instruments, the use of swaps is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. In addition, the use of swaps requires an understanding by the investment adviser and/or the sub-adviser of not only the referenced asset, rate or index, but also of the swap itself. If the investment adviser and/ or the sub-adviser is incorrect in its forecasts of default risks, market spreads or other applicable factors or events, the investment performance of the Fund would diminish compared with what it would have been if these techniques were not used.

Technology Company Investment Risk. A substantial portion of the securities represented in the applicable index are in the technology sector. As a result, the Fund may invest a substantial portion of its assets in technology companies. The market prices of technology-related stocks tend to exhibit a greater degree of market risk and price volatility than other types of investments. These stocks may fall in and out of favor with investors rapidly, which may cause sudden selling and dramatically lower market prices. Technology stocks also may be affected adversely by changes in technology, consumer and business purchasing patterns, government regulation and/or obsolete products or services.

Valuation Risk. The securities in which the Fund invests typically are valued by a pricing service utilizing a range of market-based inputs and assumptions, including readily available market quotations obtained from broker-dealers making markets in such instruments, cash flows and transactions for comparable instruments. There is no assurance that the Fund will be able to sell a portfolio security at the price established by the pricing service, which could result in a loss to the Fund. Pricing services generally price securities assuming orderly transactions of an institutional “round lot” size, but some trades may occur in smaller, “odd lot” sizes, often at lower prices than institutional round lot trades. Different pricing services may incorporate different assumptions and inputs into their valuation methodologies, potentially resulting in different values for the same securities. As a result, if the Fund were to change pricing services, or if the Fund’s pricing service were to change its valuation methodology, there could be a material impact, either positive or negative, on the Fund’s NAV.

Fund Level and Other Risks:

Anti-Takeover Provisions. The Fund’s organizational documents include provisions that could limit the ability of other entities or persons to acquire control of the Fund or convert the Fund to open-end status.

Borrowing Risk. The Fund may borrow for temporary or emergency purposes. Borrowing may exaggerate changes in the NAV of the Fund’s shares and may affect the Fund’s net income. When the Fund borrows money, it must pay interest and other fees, which will reduce the Fund’s returns if such costs exceed the returns on the portfolio securities purchased or retained with such borrowings. Any such borrowings are intended to be temporary. However, under certain market circumstances, such borrowings might be outstanding for longer periods of time.

Cybersecurity Risk. The Fund and its service providers are susceptible to operational and information security risk resulting from cyber incidents. Cyber incidents refer to both intentional attacks and unintentional events including: processing errors, human errors, technical errors including computer glitches and system malfunctions, inadequate or failed internal or external processes, market-wide technical-related disruptions, unauthorized access to digital systems (through “hacking” or malicious software coding), computer viruses, and cyber-attacks which shut down, disable, slow or otherwise disrupt operations, business processes or website access or functionality (including denial of service attacks). Cyber incidents could adversely impact the Fund and cause the Fund to incur financial loss and expense, as well as face exposure to regulatory penalties, reputational damage, and additional compliance costs associated with corrective measures. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future. Furthermore, the Fund cannot control the cybersecurity plans and systems put in place by its service providers or any other third parties whose operations may affect the Fund.

Global Economic Risk. National and regional economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country, region or market might adversely impact issuers in a different country, region or market. Changes in legal, political, regulatory, tax and economic conditions may cause fluctuations in markets and assets prices around the world, which could negatively impact the value of the Fund’s investments. Major economic or political disruptions, particularly in large economies like China’s, may have global negative economic and market repercussions. Additionally, instability in various countries, such as Afghanistan and Syria, war, natural and environmental disasters and the spread of infectious illnesses or other public health emergencies , terrorist attacks in the United States and around the world, growing social and political discord in the United States, the European debt crisis, the response of the international community—through economic sanctions and otherwise—to international events, further downgrade of U.S. government securities, changes in the U.S. president or political shifts in Congress and other similar events may adversely affect the global economy and the markets and issuers in which the Fund invests. Recent examples of such events include Hamas’ attack on Israel in October 2023 and the ensuing conflict, the outbreak of a novel coronavirus known

 

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as COVID-19 that was first detected in China in December 2019 and heightened concerns regarding North Korea’s nuclear weapons and long-range ballistic missile programs. In addition, Russia’s invasion of Ukraine in February 2022 has resulted in sanctions imposed by several nations, such as the United States, United Kingdom, European Union and Canada. The current sanctions and potential further sanctions may negatively impact certain sectors of Russia’s economy, but also may negatively impact the value of the Fund’s investments that do not have direct exposure to Russia. These events could reduce consumer demand or economic output, result in market closure, travel restrictions or quarantines, and generally have a significant impact on the global economy. These events could also impair the information technology and other operational systems upon which the Fund’s service providers, including the Fund’s sub-adviser, rely, and could otherwise disrupt the ability of employees of the Fund’s service providers to perform essential tasks on behalf of the Fund.

The Fund does not know and cannot predict how long the securities markets may be affected by these events and the future impact of these and similar events on the global economy and securities markets is uncertain. The Fund may be adversely affected by abrogation of international agreements and national laws which have created the market instruments in which the Fund may invest, failure of the designated national and international authorities to enforce compliance with the same laws and agreements, failure of local, national and international organizations to carry out the duties prescribed to them under the relevant agreements, revisions of these laws and agreements which dilute their effectiveness or conflicting interpretation of provisions of the same laws and agreements.

Governmental and quasi-governmental authorities and regulators throughout the world have in the past responded to major economic disruptions with a variety of significant fiscal and monetary policy changes, including but not limited to, direct capital infusions into companies, new monetary programs and dramatically lower interest rates. An unexpected or quick reversal of these policies, or the ineffectiveness of these policies, could increase volatility in securities markets, which could adversely affect the Fund’s investments.

Investment and Market Risk. An investment in common shares is subject to investment risk, including the possible loss of the entire principal amount that you invest. Common shares frequently trade at a discount to their NAV. An investment in common shares represents an indirect investment in the securities owned by the Fund. Common shares at any point in time may be worth less than your original investment, even after taking into account the reinvestment of Fund dividends and distributions.

Legislation and Regulatory Risk. At any time after the date of this report, legislation or additional regulations may be enacted that could negatively affect the assets of the Fund, securities held by the Fund or the issuers of such securities. Fund shareholders may incur increased costs resulting from such legislation or additional regulation. There can be no assurance that future legislation, regulation or deregulation will not have a material adverse effect on the Fund or will not impair the ability of the Fund to achieve its investment objectives.

Market Discount from Net Asset Value. Shares of closed-end investment companies like the Fund frequently trade at prices lower than their NAV. This characteristic is a risk separate and distinct from the risk that the Fund’s NAV could decrease as a result of investment activities. Whether investors will realize gains or losses upon the sale of the common shares will depend not upon the Fund’s NAV but entirely upon whether the market price of the common shares at the time of sale is above or below the investor’s purchase price for the common shares. Furthermore, management may have difficulty meeting the Fund’s investment objectives and managing its portfolio when the underlying securities are redeemed or sold during periods of market turmoil and as investors’ perceptions regarding closed-end funds or their underlying investments change. Because the market price of the common shares will be determined by factors such as relative supply of and demand for the common shares in the market, general market and economic circumstances, and other factors beyond the control of the Fund, the Fund cannot predict whether the common shares will trade at, below or above NAV. The common shares are designed primarily for long-term investors, and you should not view the Fund as a vehicle for short-term trading purposes.

Non-Diversified Status Risk. Because the Fund is classified as “non-diversified” under the 1940 Act, it can invest a greater portion of its assets in obligations of a single issuer than a “diversified” fund. As a result, the Fund will be more susceptible than a diversified fund to fluctuations in the prices of securities of a single issuer.

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 index as a whole for various reasons, including the fact that the Fund will write call options on a portion of its equity portfolio and the weightings of the securities included in the Fund’s equity portfolio may be different than the weightings of the common stocks in the index. The Fund, by writing call options on its equity portfolio, will give up the opportunity to benefit from potential increases in the value of the Fund’s equity portfolio above the exercise prices of the options, but will continue to bear the risk of declines in the value of the Fund’s equity portfolio.

Recent Market Conditions. Periods of unusually high financial market volatility and restrictive credit conditions, at times limited to a particular sector or geographic area, have occurred in the past and may be expected to recur in the future. Some countries, including the United States, have adopted or have signaled protectionist trade measures, relaxation of the financial industry regulations that followed the financial crisis, and/ or reductions to corporate taxes. The scope of these policy changes is still developing, but the equity and debt markets may react strongly to expectations of change, which could increase volatility, particularly if a resulting policy runs counter to the market’s expectations. The outcome of such changes cannot be foreseen at the present time. In addition, geopolitical and other risks, including environmental and public health risks, may add to instability in the world economy and markets generally. As a result of increasingly interconnected global economies and financial markets, the value and liquidity of the Fund’s investments may be negatively affected by events impacting a country or region, regardless of whether the Fund invests in issuers located in or with significant exposure to such country or region.

Ukraine has experienced ongoing military conflict, most recently in February 2022 when Russia invaded Ukraine; this conflict may expand and military attacks could occur elsewhere in Europe. Europe has also been struggling with mass migration from the Middle East and Africa. The ultimate effects of these events and other socio-political or geographical issues are not known but could profoundly affect global economies and markets. Additionally, in October 2023 armed conflict broke out between Israel and the militant group Hamas after Hamas infiltrated Israel’s southern border

 

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Shareholder Update (Unaudited) (continued)

 

from the Gaza Strip. Israel has since declared war against Hamas and it’s possible that this conflict could escalate into a greater regional conflict. The ultimate effects of these events and other socio-political or geographical issues are not known but could profoundly affect global economies and markets.

The ongoing trade war between China and the United States, including the imposition of tariffs by each country on the other country’s products, has created a tense political environment. These actions may trigger a significant reduction in international trade, the oversupply of certain manufactured goods, substantial price reductions of goods and possible failure of individual companies and/or large segments of China’s export industry, which could have a negative impact on the Fund’s performance. U.S. companies that source material and goods from China and those that make large amounts of sales in China would be particularly vulnerable to an escalation of trade tensions. Uncertainty regarding the outcome of the trade tensions and the potential for a trade war could cause the U.S. dollar to decline against safe haven currencies, such as the Japanese yen and the euro. Events such as these and their consequences are difficult to predict and it is unclear whether further tariffs may be imposed or other escalating actions may be taken in the future.

The U.S. Federal Reserve (the “Fed”) has in the past raised interest rates and has signaled an intention to continue to do so or maintain higher interest rates until current inflation levels re-align with the Fed’s long-term inflation target. Changing interest rate environments impact the various sectors of the economy in different ways. For example, in March 2023, the Federal Deposit Insurance Corporation (“FDIC”) was appointed receiver for each of Silicon Valley Bank and Signature Bank, the second- and third-largest bank failures in U.S. history, which failures may be attributable, in part, to rising interest rates. Bank failures may have a destabilizing impact on the broader banking industry or markets generally.

The impact of these developments in the near- and long-term is unknown and could have additional adverse effects on economies, financial markets and asset valuations around the world.

Fund Tax Risk. The Fund has elected to be treated and intends to qualify each year as a Regulated Investment Company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”). As a RIC, the Fund is not expected to be subject to U.S. federal income tax to the extent that it distributes its investment company taxable income and net capital gains. To qualify for the special tax treatment available to a RIC, the Fund must comply with certain investment, distribution, and diversification requirements. Under certain circumstances, the Fund may be forced to sell certain assets when it is not advantageous in order to meet these requirements, which may reduce the Fund’s overall return. If the Fund fails to meet any of these requirements, subject to the opportunity to cure such failures under applicable provisions of the Code, the Fund’s income would be subject to a double level of U.S. federal income tax. The Fund’s income, including its net capital gain, would first be subject to U.S. federal income tax at regular corporate rates, even if such income were distributed to shareholders and, second, all distributions by the Fund from earnings and profits, including distributions of net capital gain (if any), would be taxable to shareholders as dividends.

 

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DIVIDEND REINVESTMENT PLAN

Nuveen Closed-End Funds Automatic Reinvestment Plan

Your Nuveen Closed-End Fund allows you to conveniently reinvest distributions in additional Fund shares. By choosing to reinvest, you’ll be able to invest money regularly and automatically, and watch your investment grow through the power of compounding. Just like distributions in cash, there may be times when income or capital gains taxes may be payable on distributions that are reinvested. It is important to note that an automatic reinvestment plan does not ensure a profit, nor does it protect you against loss in a declining market.

Easy and convenient

To make recordkeeping easy and convenient, each quarter you’ll receive a statement showing your total distributions, the date of investment, the shares acquired and the price per share, and the total number of shares you own.

How shares are purchased

The shares you acquire by reinvesting will either be purchased on the open market or newly issued by the Fund. If the shares are trading at or above NAV at the time of valuation, the Fund will issue new shares at the greater of the NAV or 95% of the then-current market price. If the shares are trading at less than NAV, shares for your account will be purchased on the open market. If Computershare Trust Company, N.A. (the “Plan Agent”) begins purchasing Fund shares on the open market while shares are trading below NAV, but the Fund’s shares subsequently trade at or above their NAV before the Plan Agent is able to complete its purchases, the Plan Agent may cease open-market purchases and may invest the uninvested portion of the distribution in newly-issued Fund shares at a price equal to the greater of the shares’ NAV or 95% of the shares’ market value on the last business day immediately prior to the purchase date. Distributions received to purchase shares in the open market will normally be invested shortly after the distribution payment date. No interest will be paid on distributions awaiting reinvestment. Because the market price of the shares may increase before purchases are completed, the average purchase price per share may exceed the market price at the time of valuation, resulting in the acquisition of fewer shares than if the distribution had been paid in shares issued by the Fund. A pro rata portion of any applicable brokerage commissions on open market purchases will be paid by Dividend Reinvestment Plan (the “Plan”) participants. These commissions usually will be lower than those charged on individual transactions.

Flexible

You may change your distribution option or withdraw from the Plan at any time, should your needs or situation change. You can reinvest whether your shares are registered in your name, or in the name of a brokerage firm, bank, or other nominee. Ask your investment adviser if his or her firm will participate on your behalf. Participants whose shares are registered in the name of one firm may not be able to transfer the shares to another firm and continue to participate in the Plan. The Fund reserves the right to amend or terminate the Plan at any time. Although the Fund reserves the right to amend the Plan to include a service charge payable by the participants, there is no direct service charge to participants in the Plan at this time.

Call today to start reinvesting distributions

For more information on the Nuveen Automatic Reinvestment Plan or to enroll in or withdraw from the Plan, speak with your financial professional or call us at (800) 257-8787.

 

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Shareholder Update (Unaudited) (continued)

 

CHANGES OCCURRING DURING THE FISCAL YEAR

The following information in this annual report is a summary of certain changes during the most recent fiscal year. This information may not reflect all of the changes that have occurred since you purchased shares of a Fund.

During the most recent fiscal year, there have been no changes required to be reported in connection with: (i) the Funds’ investment objectives and principal investment policies that have not been approved by shareholders, (ii) the principal risks of the Fund, (iii) the portfolio managers of the Funds; (iv) a Fund’s charter or by-laws that would delay or prevent a change of control of the Fund that have not been approved by shareholders, except as follows:

Amended and Restated Bylaws

On October 5, 2020, the Nuveen S&P 500 Buy-Write Income Fund, Nuveen Dow 30^SM Dynamic Overwrite Fund, Nuveen S&P 500 Dynamic Overwrite Fund, Nuveen Nasdaq 100 Dynamic Overwrite Fund, and Nuveen Core Equity Alpha Fund (each a “Fund” and collectively the “Funds”) and certain other closed-end funds in the Nuveen fund complex amended their by-laws. Among other things, the amended by-laws included provisions pursuant to which, in summary, a shareholder who obtains beneficial ownership of common shares in a Control Share Acquisition (as defined in the by-laws) shall have the same voting rights as other common shareholders only to the extent authorized by the other disinterested shareholders (the “Control Share By-Law”). On January 14, 2021, a shareholder of certain Nuveen closed-end funds filed a civil complaint in the U.S. District Court for the Southern District of New York (the “District Court”) against certain Nuveen funds and their trustees, seeking a declaration that such funds’ Control Share By-Laws violate the 1940 Act, rescission of such fund’s Control Share By-Laws and a permanent injunction against such funds applying the Control Share By-Laws. On February 18, 2022, the District Court granted judgment in favor of the plaintiff’s claim for rescission of such funds’ Control Share By-Laws and the plaintiff’s declaratory judgment claim, and declared that such funds’ Control Share By-Laws violate Section 18(i) of the 1940 Act. Following review of the judgment of the District Court, on February 22, 2022, the Board amended the Funds’ bylaws to provide that the Funds’ Control Share By-Law shall be of no force and effect for so long as the judgment of the District Court is effective and that if the judgment of the District Court is reversed, overturned, vacated, stayed, or otherwise nullified, the Fund’s Control Share By-Law will be automatically reinstated and apply to any beneficial owner of common shares acquired in a Control Share Acquisition, regardless of whether such Control Share Acquisition occurs before or after such reinstatement, for the duration of the stay or upon issuance of the mandate reversing, overturning, vacating or otherwise nullifying the judgment of the District Court. On February 25, 2022, the Board and the Funds appealed the District Court’s decision to the U.S. Court of Appeals for the Second Circuit. On November 30, 2023, the U.S. Court of Appeals for the Second Circuit upheld the opinion of the District Court.

Portfolio Managers

Nuveen S&P 500 Buy-Write Income Fund (“BXMX”)

Effective June 30, 2023, Mitchell Trotta has been added as a portfolio manager of BXMX. The day-to-day operation of BXMX and the execution of its specific investment strategies is the primary responsibility of each of BXMX’s portfolio managers. The biography of Mitchell Trotta is presented below:

 

·

Mitchell Trotta joined Gateway Investment Advisers, LLC in 2016 and is a Portfolio Manager. Mr. Trotta is actively involved in the management of several mutual funds advised or sub-advised by the firm, in addition to the firm’s separate account strategies. In his role, Mr. Trotta is responsible for trading, providing analytical work supporting investment management decisions, and implementing the firm’s equity multi-factor model. Prior to joining Gateway, Mr. Trotta served as an associate for PNC Bank in the Asset Management Group. Mr. Trotta earned his BBA in Finance from the University of Cincinnati and is a CFA® charterholder.

 

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ADDITIONAL DISCLOSURES FOR CERTAIN FUNDS AS OF THE FISCAL YEAR ENDED DECEMBER 31, 2023

NUVEEN S&P 500 DYNAMIC OVERWRITE FUND (SPXX)

NUVEEN NASDAQ 100 DYNAMIC OVERWRITE FUND (QQQX)

NUVEEN CORE EQUITY ALPHA FUND (JCE)

SUMMARY OF FUND EXPENSES

The purpose of the tables and the examples below are to help you understand all fees and expenses that you, as a common shareholder, would bear directly or indirectly. The tables show the expenses of each Fund as a percentage of the average net assets applicable to Common Shares and not as a percentage of total assets or managed assets.

 

Shareholder Transaction Expenses		SPXX								QQQX								JCE
Maximum Sales Charge (as a percentage of offering price)			4.00% (1)								4.00% (1)								1.00% (2)
Dividend Reinvestment Plan Fees (3)			$2.50								$2.50								$2.50

 

(1)	A maximum sales charge of 4.00% applies only to offerings pursuant to a syndicated underwriting. The maximum sales charge for offerings made at-the-market is 1.00%. There is no sales charge for offerings pursuant to a private transaction.

(2)

The maximum sales charge for offerings made at-the-market is 1.00%. If the Common Shares are sold to or through underwriters in an offering that is not made at-the-market, the applicable Prospectus Supplement will set forth any other applicable sales load and the estimated offering expenses. Fund shareholders will pay all offering expenses involved with an offering.

(3)	You will be charged a $2.50 service charge and pay brokerage charges if you direct Computershare Inc. and Computershare Trust Company, N.A., as agent for the common shareholders, to sell your Common Shares held in a dividend reinvestment account.

 

		As a Percentage of Net Assets Attributable to Common Shares (1)
Annual Expenses		SPXX				QQQX				JCE
Management Fees			0.82%				0.83%				0.91%
Acquired Fund Fees and Expenses			0.01%				0.00% (2)				0.00% (2)
Other Expenses (3)			0.12%				0.09%				0.11%
Total Annual Expenses			0.95%				0.92%				1.02%

 

(1)	Stated as percentages of average net assets attributable to Common Shares for the fiscal year ended December 31, 2023.

(2)	Expenses attributable to the Fund’s investments, if any, in other investment companies are currently estimated not to exceed 0.01%.

(3)	Other Expenses are based on estimated amounts for the current fiscal year.

 

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Shareholder Update (Unaudited) (continued)

 

Examples

The following examples illustrate the expenses, including the applicable transaction fees (referred to as the “Maximum Sales Charge” in the Shareholder Transaction Expenses table above), if any, that a common shareholder would pay on a $1,000 investment that is held for the time periods provided in the table. Each example assumes that all dividends and other distributions are reinvested in the Fund and that the Fund’s Annual Expenses, as provided above, remain the same. The examples also assume a 5% annual return. Actual expenses may be greater or less than those assumed. Moreover, the Fund’s actual rate of return may be greater or less than the hypothetical 5% return shown in the examples.

Example # 1 (At-the-Market Transaction)

The following example assumes a transaction fee of 1.00%, as a percentage of the offering price.

 

		1 Year						3 Years						5 Years						10 Years
SPXX			$20						$40						$62						$125
QQQX			$19						$39						$60						$122
JCE			$20						$42						$66						$134

Example # 2 (Underwriting Syndicate Transaction)

The following example assumes a transaction fee of 4.00%, as a percentage of the offering price.

 

		1 Year						3 Years						5 Years						10 Years
SPXX			$49						$69						$90						$152
QQQX			$49						$68						$89						$149

Example # 3 (Privately Negotiated Transaction)

The following example assumes there is no transaction fee.

 

		1 Year						3 Years						5 Years						10 Years
SPXX			$10						$30						$53						$117
QQQX			$9						$29						$51						$113

The examples should not be considered a representation of future expenses. Actual expenses may be greater or less than those shown above.

 

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TRADING AND NET ASSET VALUE INFORMATION

The following table shows for the periods indicated: (i) the high and low market prices for the Common Shares of Nuveen S&P 500 Dynamic Overwrite Fund (SPXX) and Nuveen Core Equity Alpha Fund (JCE) reported as of the end of the day on the New York Stock Exchange (NYSE) and Nuveen Nasdaq 100 Dynamic Overwrite Fund (QQQX) reported as of the end of the day on the Nasdaq Stock Market LLC (Nasdaq), (ii) the high and low net asset value (NAV) of the Common Shares, and (iii) the high and low of the premium/(discount) to NAV (expressed as a percentage) of shares of the Common Shares.

SPXX

 

		Market Price								NAV								Premium/(Discount) to NAV
Fiscal Quarter End		High				Low				High				Low				High				Low
December 2023			$15.09				$13.60				$16.39				$14.93				(4.00)	%			(9.53)	%
September 2023			$15.90				$14.56				$16.64				$15.39				(3.08)	%			(8.88)	%
June 2023			$15.83				$14.83				$16.38				$15.42				0.70	%			(5.39)	%
March 2023			$16.36				$14.81				$15.79				$14.71				8.92	%			(1.84)	%
December 2022			$17.87				$15.01				$15.63				$14.04				16.12	%			6.91	%
September 2022			$16.78				$15.01				$16.68				$14.04				7.85	%			(0.97)	%
June 2022			$18.18				$14.87				$18.18				$14.91				3.06	%			(5.42)	%
March 2022			$18.82				$16.48				$18.82				$16.80				0.95	%			(4.30)	%

QQQX

 

		Market Price								NAV								Premium/(Discount) to NAV
Fiscal Quarter End		High				Low				High				Low				High				Low
December 2023			$23.53				$20.33				$24.75				$22.13				(2.13)	%			(9.22)	%
September 2023			$25.19				$21.72				$24.91				$22.72				3.21	%			(6.39)	%
June 2023			$25.87				$22.95				$24.54				$22.10				6.32	%			1.90	%
March 2023			$23.98				$20.43				$22.60				$19.29				10.16	%			4.18	%
December 2022			$23.42				$20.00				$21.49				$19.18				11.19	%			2.50	%
September 2022			$25.08				$20.51				$24.52				$19.93				3.59	%			0.00	%
June 2022			$28.77				$21.14				$27.84				$21.28				4.18	%			(1.09)	%
March 2022			$30.83				$24.79				$29.97				$24.51				3.83	%			(4.97)	%

JCE

 

		Market Price								NAV								Premium/(Discount) to NAV
Fiscal Quarter End		High				Low				High				Low				High				Low
December 2023			$14.02				$11.65				$13.49				$12.01				4.41	%			(3.00)	%
September 2023			$13.16				$12.12				$13.55				$12.40				(0.08)	%			(4.44)	%
June 2023			$12.90				$11.82				$13.31				$12.43				(1.51)	%			(6.39)	%
March 2023			$13.54				$11.82				$12.96				$11.90				12.46	%			(3.24)	%
December 2022			$16.17				$12.12				$13.07				$11.58				30.09	%			(1.70)	%
September 2022			$16.13				$11.93				$15.10				$12.33				8.16	%			(4.56)	%
June 2022			$17.45				$12.62				$16.46				$13.07				6.86	%			(5.72)	%
March 2022			$18.58				$14.69				$17.44				$15.09				7.61	%			(5.69)	%

 

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Shareholder Update (Unaudited) (continued)

 

The following table shows, as of December 31, 2023 each Fund’s: (i) NAV per Common Share, (ii) market price, (iii) percentage of premium/(discount) to NAV per Common Share and, (iv) net assets attributable to Common Shares.

 

December 31, 2023		SPXX								QQQX								JCE
NAV per Common Share							$ 16.29								$ 24.68						$ 13.28
Market Price							$ 15.04								$ 23.15						$ 13.55
Percentage of Premium/(Discount) to NAV per Common Share							(7.67)%								(6.20)%						2.03%
Net Assets Attributable to Common Shares							$ 292,557,743								$ 1,204,825,050						$ 213,669,234

Shares of closed-end investment companies, including those of the Funds, may frequently trade at prices lower than NAV, the Funds’ Board of Trustees (Board) has currently determined that, at least annually, it will consider action that might be taken to reduce or eliminate any material discount from NAV in respect of Common Shares, which may include the repurchase of such shares in the open market or in private transactions, the making of a tender offer for such shares at NAV, or the conversion of the Fund to an open-end investment company. The Funds cannot assure you that their Board will decide to take any of these actions, or that share repurchases or tender offers will actually reduce market discount.

UNRESOLVED STAFF COMMENTS

Each Fund believes that there are no material unresolved written comments, received 180 days or more before December 31, 2023, from the Staff of the Securities and Exchange Commission (SEC) regarding any of its periodic or current reports under the Securities Exchange Act or Investment Company Act of 1940, or its registration statement, if applicable.

 

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Important Tax Information

(Unaudited)

 

As required by the Internal Revenue Code and Treasury Regulations, certain tax information, as detailed below, must be provided to shareholders. Shareholders are advised to consult their tax advisor with respect to the tax implications of their investment. The amounts listed below may differ from the actual amounts reported on Form 1099-DIV, which will be sent to shareholders shortly after calendar year end.

Long-Term Capital Gains

As of year end, each Fund designates the following distribution amounts, or maximum amount allowable, as being from net long-term capital gains pursuant to Section 852(b)(3) of the Internal Revenue Code:

 

Fund		Net Long-Term Capital Gains
BXMX			$41,451,927
DIAX			3,462,843
SPXX			11,285,738
QQQX			54,256,301
JCE			279,670

Dividends Received Deduction (DRD)

Each Fund listed below had the following percentage, or maximum amount allowable, of ordinary income distributions eligible for the dividends received deduction for corporate shareholders:

 

Fund		Percentage
BXMX			70.5%
DIAX			100.0
SPXX			100.0
QQQX			100.0
JCE			100.0

Qualified Dividend Income (QDI)

Each Fund listed below had the following percentage, or maximum amount allowable, of ordinary income distributions treated as qualified dividend income for individuals pursuant to Section 1(h)(11) of the Internal Revenue Code:

 

Fund		Percentage
BXMX			73.7%
DIAX			100.0
SPXX			100.0
QQQX			100.0
JCE			100.0

Qualified Interest Income (QII)

Each Fund listed below had the following percentage, or maximum amount allowable, of ordinary income distributions treated as qualified interest income and/or short-term capital gain dividends pursuant to Section 871(k) of the Internal Revenue Code:

 

Fund		1/1 to Current Year End Percentage
BXMX			4.9%
DIAX			0.2
SPXX			0.2
QQQX			–
JCE			0.4

 

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Important Tax Information (Unaudited) (continued)

 

Qualified Business Income (QBI)

Each Fund listed below had the following percentage, or maximum amount allowable, of ordinary income distributions treated as qualified business income for individuals pursuant to Section 199A of the Internal Revenue Code:

 

Fund		Percentage
BXMX			1.4%
DIAX			–%
SPXX			–%
QQQX			–%
JCE			–%

163(j)

Each Fund listed below had the following percentage, or maximum amount allowable, of ordinary dividends treated as Section 163(j) interest dividends pursuant to Section 163(j) of the Internal Revenue Code:

 

Fund		Percentage
BXMX			1.9%
DIAX			0.2
SPXX			0.2
QQQX			–
JCE			0.4

 

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Additional Fund Information

(Unaudited)

 

Board of Trustees

 

Michael A.

Joseph A. Boateng*

Jack B. Evans**

Forrester*

William C. Hunter**

Thomas J. Kenny***

Amy B.R. Lancellotta

Joanne T. Medero

Albin F. Moschner

John K. Nelson

Loren M. Starr***

Matthew Thornton III

Terence J. Toth

Margaret L. Wolff

Robert L. Young

* Serves as a consultant effective January 1, 2024.

** Retired from the Funds’ Board of Trustees effective December 31, 2023.

*** Effective January 1, 2024.

 

 

 

Investment Adviser		Custodian		Legal Counsel		Independent Registered		Transfer Agent and
Nuveen Fund Advisors, LLC 333 West Wacker Drive Chicago, IL 60606		State Street Bank & Trust Company One Congress Street		Chapman and Cutler LLP Chicago, IL 60603		Public Accounting Firm PricewaterhouseCoopers LLP		Shareholder Services Computershare Trust Company, N.A.
		Suite 1 Boston, MA 02114-2016				One North Wacker Drive Chicago, IL 60606		150 Royall Street Canton, MA 02021 (800) 257-8787

 

Portfolio of Investments Information Each Fund is required to file its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year as an exhibit to its report on Form N-PORT. You may obtain this information on the SEC’s website at http://www.sec.gov.

Nuveen Funds’ Proxy Voting Information You may obtain (i) information regarding how each fund voted proxies relating to portfolio securities held during the most recent twelve-month period ended June 30, without charge, upon request, by calling Nuveen toll-free at (800) 257-8787 or on Nuveen’s website at www.nuveen.com and (ii) a description of the policies and procedures that each fund used to determine how to vote proxies relating to portfolio securities without charge, upon request, by calling Nuveen toll-free at (800) 257-8787. You may also obtain this information directly from the SEC. Visit the SEC on-line at http://www.sec.gov.

CEO Certification Disclosure Each Fund’s Chief Executive Officer (CEO) has submitted to the New York Stock Exchange (NYSE) the annual CEO certification as required by Section 303A.12(a) of the NYSE Listed Company Manual. Each Fund has filed with the SEC the certification of its CEO and Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act.

Common Share Repurchases Each Fund intends to repurchase, through its open-market share repurchase program, shares of its own common stock at such times and in such amounts as is deemed advisable. During the period covered by this report, each Fund repurchased shares of its common stock as shown in the accompanying table. Any future repurchases will be reported to shareholders in the next annual or semi-annual report.

 

		BXMX				DIAX				SPXX				QQQX				JCE
Common shares repurchased			0				0				0				0				0

FINRA BrokerCheck: The Financial Industry Regulatory Authority (FINRA) provides information regarding the disciplinary history of FINRA member firms and associated investment professionals. This information as well as an investor brochure describing FINRA BrokerCheck is available to the public by calling the FINRA BrokerCheck Hotline number at (800) 289-9999 or by visiting www.FINRA.org.

 

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Glossary of Terms Used in this Report

(Unaudited)

 

19(a) Notice: Section 19(a) of the Investment Company Act of 1940 requires that the payment of any distribution which is made from a source other than the fund’s net income be accompanied by a written notice that discloses the estimated sources of such payment.

Average Annual Total Return: This is a commonly used method to express an investment’s performance over a particular, usually multi-year time period. It expresses the return that would have been necessary each year to equal the investment’s actual cumulative performance (including change in NAV or offer price and reinvested dividends and capital gains distributions, if any) over the time period being considered.

Gross Domestic Product (GDP): The total market value of all final goods and services produced in a country/region in a given year, equal to total consumer, investment and government spending, plus the value of exports, minus the value of imports.

Net Asset Value (NAV) Per Share: A fund’s Net Assets is equal to its total assets (securities, cash, accrued earnings and receivables) less its total liabilities. NAV per share is equal to the fund’s Net Assets divided by its number of shares outstanding.

 

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Board Members & Officers

(Unaudited)

 

The management of the Funds, including general supervision of the duties performed for the Funds by the Adviser, is the responsibility of the Board of Trustees of the Funds. None of the trustees who are not “interested” persons of the Funds (referred to herein as “independent board members”) has ever been a director or employee of, or consultant to, Nuveen or its affiliates. The names and business addresses of the trustees and officers of the Funds, their principal occupations and other affiliations during the past five years, the number of portfolios each Trustee oversees and other directorships they hold are set forth below.

 

Name, Year of Birth & Address		Position(s) Held with the Funds		Year First Elected or Appointed and Term(1)				Principal Occupation(s) Including other Directorships During Past 5 Years		Number of Portfolios in Fund Complex Overseen By Board Member
Independent Trustees:
Terence J. Toth 1959 333 W. Wacker Drive Chicago, IL 60606		Co-Chair and Board Member			2008  Class II			Formerly, a Co-Founding Partner, Promus Capital (investment advisory firm) (2008-2017); formerly, Director, Quality Control Corporation (manufacturing) (2012-2021); Chair of the Board of the Kehrein Center for the Arts (philanthropy) (since 2021); member: Catalyst Schools of Chicago Board (since 2008) and Mather Foundation Board (philanthropy) (since 2012), formerly, Chair of its Investment Committee (2017-2022); formerly, Member, Chicago Fellowship Board (philanthropy) (2005-2016); formerly, Director, Fulcrum IT Services LLC (information technology services firm to government entities) (2010-2019); formerly, Director, LogicMark LLC (health services) (2012-2016); formerly, Director, Legal & General Investment Management America, Inc. (asset management) (2008-2013); formerly, CEO and President, Northern Trust Global Investments (financial services) (2004-2007); Executive Vice President, Quantitative Management & Securities Lending (2000-2004); prior thereto, various positions with Northern Trust Company (financial services) (since 1994); formerly, Member, Northern Trust Mutual Funds Board (2005-2007), Northern Trust Global Investments Board (2004-2007), Northern Trust Japan Board (2004-2007), Northern Trust Securities Inc. Board (2003- 2007) and Northern Trust Hong Kong Board (1997-2004).		211
Joseph A. Boateng 1963 730 Third Avenue New York, NY 10017		Board Member			2024  Class II			Chief Investment Officer, Casey Family Programs (since 2007). Director of U.S. Pension Plans, Johnson & Johnson (2002-2006); Board Member, Lumina Foundation; and Waterside School; Emeritus Board Member, Year-Up Puget Sound; Investment Advisory Committee Member, Seattle City Employees’ Retirement System; Investment Committee Member, The Seattle Foundation.		190
Michael A. Forrester 1967 730 Third Avenue New York, NY 10017		Board Member			2024  Class I			Chief Executive Officer (2014–2021) and Chief Operating Officer (2007–2014), Copper Rock Capital Partners, LLC; Trustee, Dexter Southfield School; Member, Governing Council of the Independent Directors Council.		190
Thomas J. Kenny 1963 730 Third Avenue New York, NY 10017		Co-Chair and Board Member			2024  Class I			Advisory Director (2010–2011), Partner (2004–2010), Managing Director (1999–2004) and Co-Head of Global Cash and Fixed Income Portfolio Management Team (2002–2010), Goldman Sachs Asset Management; Director and Chair of the Finance and Investment Committee, Aflac Incorporated; Director, ParentSquare.		211
Amy B. R. Lancellotta 1959 333 W. Wacker Drive Chicago, IL 60606		Board Member			2021  Class II			Formerly, Managing Director, Independent Directors Council (IDC) (supports the fund independent director community and is part of the Investment Company Institute (ICI), which represents regulated investment companies) (2006-2019); formerly, various positions with ICI (1989-2006); President (since 2023) and Member (since 2020) of the Board of Directors, Jewish Coalition Against Domestic Abuse (JCADA).		211

 

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Board Members & Officers (Unaudited) (continued)

 

Name, Year of Birth & Address		Position(s) Held with the Funds		Year First Elected or Appointed and Term(1)				Principal Occupation(s) Including other Directorships During Past 5 Years		Number of Portfolios in Fund Complex Overseen By Board Member
Joanne T. Medero 1954 333 W. Wacker Drive Chicago, IL 60606		Board Member			2021  Class III			Formerly, Managing Director, Government Relations and Public Policy (2009-2020) and Senior Advisor to the Vice Chairman (2018- 2020), BlackRock, Inc. (global investment management firm); formerly, Managing Director, Global Head of Government Relations and Public Policy, Barclays Group (IBIM) (investment banking, investment management and wealth management businesses) (2006-2009); formerly, Managing Director, Global General Counsel and Corporate Secretary, Barclays Global Investors (global investment management firm) (1996-2006); formerly, Partner, Orrick, Herrington & Sutcliffe LLP (law firm) (1993-1995); formerly, General Counsel, Commodity Futures Trading Commission (government agency overseeing U.S. derivatives markets) (1989-1993); formerly, Deputy Associate Director/Associate Director for Legal and Financial Affairs, Office of Presidential Personnel, The White House (1986-1989); Member of the Board of Directors, Baltic-American Freedom Foundation (seeks to provide opportunities for citizens of the Baltic states to gain education and professional development through exchanges in the U.S.) (since 2019).		211
Albin F. Moschner 1952 333 W. Wacker Drive Chicago, IL 60606		Board Member			2016  Class III			Founder and Chief Executive Officer, Northcroft Partners, LLC, (management consulting) (since 2012); formerly, Chairman (2019), and Director (2012-2019), USA Technologies, Inc., (provider of solutions and services to facilitate electronic payment transactions); formerly, Director, Wintrust Financial Corporation (1996-2016); previously, held positions at Leap Wireless International, Inc. (consumer wireless services), including Consultant (2011-2012), Chief Operating Officer (2008-2011), and Chief Marketing Officer (2004-2008); formerly, President, Verizon Card Services division of Verizon Communications, Inc. (2000-2003); formerly, President, One Point Services at One Point Communications (telecommunication services) (1999-2000); formerly, Vice Chairman of the Board, Diba, Incorporated (internet technology provider) (1996-1997); formerly, various executive positions (1991-1996) including Chief Executive Officer (1995-1996) of Zenith Electronics Corporation (consumer electronics).		211
John K. Nelson 1962 333 W. Wacker Drive Chicago, IL 60606		Board Member			2013  Class II			Member of Board of Directors of Core12 LLC. (private firm which develops branding, marketing and communications strategies for clients) (since 2008); served The President’s Council of Fordham University (2010-2019) and previously a Director of the Curran Center for Catholic American Studies (2009-2018); formerly, senior external advisor to the Financial Services practice of Deloitte Consulting LLP. (2012-2014); former Chair of the Board of Trustees of Marian University (2010-2014 as trustee, 2011-2014 as Chair); formerly Chief Executive Officer of ABN AMRO Bank N.V., North America, and Global Head of the Financial Markets Division (2007-2008), with various executive leadership roles in ABN AMRO Bank N.V. between 1996 and 2007.		211
Loren M. Starr 1961 730 Third Avenue New York, NY 10017		Board Member			2024  Class III			Independent Consultant/Advisor (since 2021). Vice Chair, Senior Managing Director (2020–2021), Chief Financial Officer, Senior Managing Director (2005–2020), Invesco Ltd.; Director, AMG.		210

 

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Name, Year of Birth & Address		Position(s) Held with the Funds		Year First Elected or Appointed and Term(1)				Principal Occupation(s) Including other Directorships During Past 5 Years		Number of Portfolios in Fund Complex Overseen By Board Member
Matthew Thornton III 1958 333 W. Wacker Drive Chicago, IL 60606		Board Member			2020  Class III			Formerly, Executive Vice President and Chief Operating Officer (2018-2019), FedEx Freight Corporation, a subsidiary of FedEx Corporation (FedEx) (provider of transportation, e-commerce and business services through its portfolio of companies); formerly, Senior Vice President, U.S. Operations (2006-2018), Federal Express Corporation, a subsidiary of FedEx; formerly Member of the Board of Directors (2012-2018), Safe Kids Worldwide® (a non-profit organization dedicated to preventing childhood injuries). Member of the Board of Directors (since 2014), The Sherwin-Williams Company (develops, manufactures, distributes and sells paints, coatings and related products); Director (since 2020), Crown Castle International (provider of communications infrastructure).		211
Margaret L. Wolff 1955 333 W. Wacker Drive Chicago, IL 60606		Board Member			2016  Class I			Formerly, member of the Board of Directors (2013-2017) of Travelers Insurance Company of Canada and The Dominion of Canada General Insurance Company (each, a part of Travelers Canada, the Canadian operation of The Travelers Companies, Inc.); formerly, Of Counsel, Skadden, Arps, Slate, Meagher & Flom LLP (Mergers & Acquisitions Group) (legal services) (2005- 2014); Member of the Board of Trustees of New York-Presbyterian Hospital (since 2005); Member (since 2004) formerly, Chair (2015- 2022) of the Board of Trustees of The John A. Hartford Foundation (a philanthropy dedicated to improving the care of older adults); formerly, Member (2005-2015) and Vice Chair (2011-2015) of the Board of Trustees of Mt. Holyoke College.		211
Robert L. Young 1963 333 W. Wacker Drive Chicago, IL 60606		Board Member			2017  Class I			Formerly, Chief Operating Officer and Director, J.P. Morgan Investment Management Inc. (financial services) (2010-2016); formerly, President and Principal Executive Officer (2013-2016), and Senior Vice President and Chief Operating Officer (2005-2010), of J.P. Morgan Funds; formerly, Director and various officer positions for J.P. Morgan Investment Management Inc. (formerly, JPMorgan Funds Management, Inc. and formerly, One Group Administrative Services) and JPMorgan Distribution Services, Inc. (financial services) (formerly, One Group Dealer Services, Inc.) (1999-2017).		211
Name, Year of Birth & Address		Position(s) Held with the Funds			Year First Elected or Appointed(2)			Principal Occupation(s) Including other Directorships During Past 5 Years
Officers of the Funds:
David J. Lamb   1963   333 W. Wacker Drive Chicago, IL 60606		Chief Administrative Officer			2015			Managing Director of Nuveen Fund Advisors, LLC; Senior Managing Director of Nuveen Securities, LLC; Senior Managing Director of Nuveen; has previously held various positions with Nuveen.
Brett E. Black 1972 333 W. Wacker Drive Chicago, IL 60606		Vice President and Chief Compliance Officer			2022			Managing Director, Chief Compliance Officer of Nuveen; formerly, Vice President (2014-2022), Chief Compliance Officer and Anti-Money Laundering Compliance Officer (2017-2022) of BMO Funds, Inc.
Mark J. Czarniecki 1979 901 Marquette Avenue Minneapolis, MN 55402		Vice President and Assistant Secretary			2013			Managing Director and Assistant Secretary of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC; Managing Director and Associate General Counsel of Nuveen; Managing Director Assistant Secretary and Associate General Counsel of Nuveen Asset Management, LLC; has previously held various positions with Nuveen; Managing Director, Associate General Counsel and Assistant Secretary of Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC.

 

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Board Members & Officers (Unaudited) (continued)

 

Name, Year of Birth & Address		Position(s) Held with the Funds		Year First Elected or Appointed(2)				Principal Occupation(s) Including other Directorships During Past 5 Years
Jeremy D. Franklin 1983 8500 Andrew Carnegie Blvd. Charlotte, NC 28262		Vice President and Assistant Secretary			2024			Vice President and Assistant Secretary, Nuveen Fund Advisors, LLC; Vice President Associate General Counsel and Assistant Secretary, Nuveen Asset Management, LLC, Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; Vice President and Associate General Counsel, Teachers Insurance and Annuity Association of America; Vice President and Assistant Secretary, TIAA-CREF Funds and TIAA-CREF Life Funds; Vice President, Associate General Counsel, and Assistant Secretary, TIAA Separate Account VA-1 and College Retirement Equities Fund.
Diana R. Gonzalez 1978 8500 Andrew Carnegie Blvd. Charlotte, NC 28262		Vice President and Assistant Secretary			2017			Vice President and Assistant Secretary of Nuveen Fund Advisors, LLC; Vice President, Associate General Counsel and Assistant Secretary of Nuveen Asset Management, LLC, Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; Vice President and Associate General Counsel of Nuveen.
Nathaniel T. Jones 1979 333 W. Wacker Drive Chicago, IL 60606		Vice President and Treasurer			2016			Senior Managing Director of Nuveen; Managing Director of Nuveen Fund Advisors, LLC; has previously held various positions with Nuveen; Chartered Financial Analyst.
Brian H. Lawrence 1982 8500 Andrew Carnegie Blvd. Charlotte, NC 28262		Vice President and Assistant Secretary			2023			Vice President and Associate General Counsel of Nuveen; Vice President, Associate General Counsel and Assistant Secretary of Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; formerly Corporate Counsel of Franklin Templeton (2018-2022).
Tina M. Lazar 1961 333 W. Wacker Drive Chicago, IL 60606		Vice President			2002			Managing Director of Nuveen Securities, LLC.
Brian J. Lockhart 1974 333 W. Wacker Drive Chicago, IL 60606		Vice President			2019			Senior Managing Director and Head of Investment Oversight of Nuveen; Managing Director of Nuveen Fund Advisors, LLC; has previously held various positions with Nuveen; Chartered Financial Analyst and Certified Financial Risk Manager.
John M. McCann 1975 8500 Andrew Carnegie Blvd. Charlotte, NC 28262		Vice President and Assistant Secretary			2022			Managing Director, General Counsel and Secretary of Nuveen Fund Advisors, LLC; Managing Director, Associate General Counsel and Assistant Secretary of Nuveen Asset Management, LLC; Managing Director and Assistant Secretary of TIAA SMA Strategies LLC; Managing Director, Associate General Counsel and Assistant Secretary of College Retirement Equities Fund, TIAA Separate Account VA-1, TIAA-CREF Funds, TIAA-CREF Life Funds, Teachers Insurance and Annuity Association of America, Teacher Advisors LLC, TIAA-CREF Investment Management, LLC, and Nuveen Alternative Advisors LLC; has previously held various positions with Nuveen/TIAA.
Kevin J. McCarthy 1966 333 W. Wacker Drive Chicago, IL 60606		Vice President and Assistant Secretary			2007			Executive Vice President, Secretary and General Counsel of Nuveen Investments, Inc.; Executive Vice President and Assistant Secretary of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC; Executive Vice President and Secretary of Nuveen Asset Management, LLC; Executive Vice President, General Counsel and Secretary of Teachers Advisors, LLC, TIAA-CREF Investment Management, LLC and Nuveen Alternative Investments, LLC; Executive Vice President, Associate General Counsel and Assistant Secretary of TIAA-CREF Funds and TIAA-CREF Life Funds; has previously held various positions with Nuveen; Vice President and Secretary of Winslow Capital Management, LLC; formerly, Vice President (2007-2021) and Secretary (2016-2021) of NWQ Investment Management Company, LLC and Santa Barbara Asset Management, LLC.
Jon Scott Meissner 1973 8500 Andrew Carnegie Blvd. Charlotte, NC 28262		Vice President and Assistant Secretary			2019			Managing Director, Mutual Fund Tax and Expense Administration of Nuveen, TIAA- CREF Funds, TIAA-CREF Life Funds, TIAA Separate Account VA-1 and the CREF Accounts; Managing Director of Nuveen Fund Advisors, LLC, Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; has previously held various positions with TIAA.
James Nelson III 1976 730 Third Avenue New York, NY 10017		Vice President			2024			Senior Managing Director, Global Head of Product, Publics, Nuveen; formerly, Head of North American Product Management & Pricing, Invesco (2018-2023).

 

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Name, Year of Birth & Address		Position(s) Held with the Funds		Year First Elected or Appointed(2)		Principal Occupation(s) Including other Directorships During Past 5 Years
Mary Beth Ramsay 1965 8500 Andrew Carnegie Blvd. Charlotte, NC 28262		Vice President		2024		Chief Risk Officer, Nuveen and TIAA Financial Risk; Head of Nuveen Risk & Compliance; Executive Vice President, Teachers Insurance and Annuity Association of America; formerly, Senior Vice President, Head of Sales and Client Solutions (2019-2022) and U.S. Chief Pricing Actuary (2016-2019), SCOR Global Life Americas; Member of the Board of Directors of Society of Actuaries.
William A. Siffermann 1975 333 W. Wacker Drive Chicago, IL 60606		Vice President		2017		Managing Director of Nuveen.
E. Scott Wickerham 1973 8500 Andrew Carnegie Blvd. Charlotte, NC 28262		Vice President and Controller		2019		Senior Managing Director, Head of Public Investment Finance of Nuveen; Senior Managing Director of Nuveen Fund Advisors, LLC and Nuveen Asset Management, LLC; Principal Financial Officer, Principal Accounting Officer and Treasurer of the TIAA-CREF Funds, the TIAA-CREF Life Funds, the TIAA Separate Account VA-1 and the CREF Accounts; has previously held various positions with TIAA.
Mark L. Winget 1968 333 W. Wacker Drive Chicago, IL 60606		Vice President and Secretary		2008		Vice President and Assistant Secretary of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC; Vice President, Associate General Counsel and Assistant Secretary of Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC and Nuveen Asset Management, LLC; Vice President and Associate General Counsel of Nuveen.
Rachael Zufall 1973 8500 Andrew Carnegie Blvd. Charlotte, NC 28262		Vice President and Assistant Secretary		2022		Managing Director and Assistant Secretary of Nuveen Fund Advisors, LLC; Managing Director, Associate General Counsel and Assistant Secretary of the CREF Accounts, TIAA Separate Account VA-1, TIAA-CREF Funds and TIAA-CREF Life Funds; Managing Director, Associate General Counsel and Assistant Secretary of Teacher Advisors, LLC and TIAA-CREF Investment Management, LLC; Managing Director of Nuveen, LLC and of TIAA.

 

 

(1)

The Board of Trustees is divided into three classes, Class I, Class II, and Class III, with each being elected to serve until the third succeeding annual shareholders’ meeting subsequent to its election or thereafter in each case when its respective successors are duly elected or appointed, except two board members are elected by the holders of Preferred Shares, when applicable, to serve until the next annual shareholders’ meeting subsequent to its election or thereafter in each case when its respective successors are duly elected or appointed. The year first elected or appointed represents the year in which the board member was first elected or appointed to any fund in the Nuveen complex.

(2)	Officers serve indefinite terms until their successor has been duly elected and qualified, their death or their resignation or removal. The year first elected or appointed represents the year in which the Officer was first elected or appointed to any fund in the Nuveen Complex.

 

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Nuveen:   Serving Investors for Generations   Since 1898, financial advisors and their clients have relied on Nuveen to provide dependable investment solutions through continued adherence to proven, long-term investing principles. Today, we offer a range of high quality solutions designed to be integral components of a well-diversified core portfolio.   Focused on meeting investor needs. Nuveen is the investment manager of TIAA. We have grown into one of the world’s premier global asset managers, with specialist knowledge across all major asset classes and particular strength in solutions that provide income for investors and that draw on our expertise in alternatives and responsible investing. Nuveen is driven not only by the independent investment processes across the firm, but also the insights, risk management, analytics and other tools and resources that a truly world-class platform provides. As a global asset manager, our mission is to work in partnership with our clients to create solutions which help them secure their financial future.   Find out how we can help you. To learn more about how the products and services of Nuveen may be able to help you meet your financial goals, talk to your financial advisor, or call us at (800) 257-8787. Please read the information provided carefully before you invest. Investors should consider the investment objective and policies, risk considerations, charges and expenses of any investment carefully. Where applicable, be sure to obtain a prospectus, which contains this and other relevant information. To obtain a prospectus, please contact your securities representative or Nuveen, 333 W. Wacker Dr., Chicago, IL 60606. Please read the prospectus carefully before you invest or send money. Learn more about Nuveen Funds at: www.nuveen.com/closed-end-funds   NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE

 

Nuveen Securities, LLC, member FINRA and SIPC | 333 West Wacker Drive | Chicago, IL 60606 | www.nuveen.com		EAN-A-1223P		3342545-INV-Y-02/25

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ITEM 2. CODE OF ETHICS.

As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. There were no amendments to or waivers from the Code during the period covered by this report. The registrant has posted the code of ethics on its website at www.nuveen.com/fund-governance. (To view the code, click on Code of Conduct.)

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

The registrant’s Board of Directors or Trustees (“Board”) determined that the registrant has at least one “audit committee financial expert” (as defined in Item 3 of Form N-CSR) serving on its Audit Committee. The registrant’s audit committee financial experts are Joseph A. Boateng⁽¹⁾, Albin F. Moschner, John K. Nelson, Loren M. Starr⁽²⁾ and Robert L. Young, who are “independent” for purposes of Item 3 of Form N-CSR.

Mr. Boateng has served as the Chief Investment Officer for Casey Family Programs since 2007. He was previously Director of U.S. Pension Plans for Johnson & Johnson from 2002-2006. Mr. Boateng is a board member of the Lumina Foundation and Waterside School, an emeritus board member of Year Up Puget Sound, member of the Investment Advisory Committee and former Chair for the Seattle City Employees’ Retirement System, and an Investment Committee Member for The Seattle Foundation. Mr. Boateng received a B.S. from the University of Ghana and an M.B.A. from the University of California, Los Angeles.

Mr. Moschner is a consultant in the wireless industry and, in July 2012, founded Northcroft Partners, LLC, a management consulting firm that provides operational, management and governance solutions. Prior to founding Northcroft Partners, LLC, Mr. Moschner held various positions at Leap Wireless International, Inc., a provider of wireless services, where he was as a consultant from February 2011 to July 2012, Chief Operating Officer from July 2008 to February 2011, and Chief Marketing Officer from August 2004 to June 2008. Before he joined Leap Wireless International, Inc., Mr. Moschner was President of the Verizon Card Services division of Verizon Communications, Inc. from 2000 to 2003, and President of One Point Services at One Point Communications from 1999 to 2000. Mr. Moschner also served at Zenith Electronics Corporation as Director, President and Chief Executive Officer from 1995 to 1996, and as Director, President and Chief Operating Officer from 1994 to 1995.

Mr. Nelson formerly served on the Board of Directors of Core12, LLC from 2008 to 2023, a private firm which develops branding, marketing, and communications strategies for clients. Mr. Nelson has extensive experience in global banking and markets, having served in several senior executive positions with ABN AMRO Holdings N.V. and its affiliated entities and predecessors, including LaSalle Bank Corporation from 1996 to 2008, ultimately serving as Chief Executive Officer of ABN AMRO N.V. North America. During his tenure at the bank, he also served as Global Head of its Financial Markets Division, which encompassed the bank’s Currency, Commodity, Fixed Income, Emerging Markets, and Derivatives businesses. He was a member of the Foreign Exchange Committee of the Federal Reserve Bank of the United States and during his tenure with ABN AMRO served as the bank’s representative on various committees of The Bank of Canada, European Central Bank, and The Bank of England. Mr. Nelson previously served as a senior, external advisor to the financial services practice of Deloitte Consulting LLP. (2012-2014).

Mr. Starr was Vice Chair, Senior Managing Director from 2020 to 2021, and Chief Financial Officer, Senior Managing Director from 2005 to 2020, for Invesco Ltd. Mr. Starr is also a Director and member of the Audit Committee for AMG. He is former Chair and member of the Board of Directors, Georgia Leadership Institute for School Improvement (GLISI); former Chair and member of the Board of Trustees, Georgia Council on Economic Education (GCEE).

Mr. Young has more than 30 years of experience in the investment management industry. From 1997 to 2017, he held various positions with J.P. Morgan Investment Management Inc. (“J.P. Morgan Investment”) and its affiliates (collectively, “J.P. Morgan”). Most recently, he served as Chief Operating Officer and Director of J.P. Morgan Investment (from 2010 to 2016) and as President and Principal Executive Officer of the J.P. Morgan Funds (from 2013 to 2016). As Chief Operating Officer of J.P. Morgan Investment, Mr. Young led service, administration and business platform support activities for J.P. Morgan’s domestic retail mutual fund and institutional commingled and separate account businesses, and co-led these activities for J.P. Morgan’s global retail and institutional investment management businesses. As President of the J.P. Morgan Funds, Mr. Young interacted with various service providers to these funds, facilitated the relationship between such funds and their boards, and was directly involved in establishing board agendas, addressing regulatory matters, and establishing policies and procedures. Before joining J.P. Morgan, Mr. Young, a former Certified Public Accountant (CPA), was a Senior Manager (Audit) with Deloitte & Touche LLP (formerly, Touche Ross LLP), where he was employed from 1985 to 1996. During his tenure there, he actively participated in creating, and ultimately led, the firm’s midwestern mutual fund practice.

 

 

(1)

Mr. Boateng was elected or appointed as a board member of each of the Nuveen Funds except Nuveen Core Equity Alpha Fund, Nuveen Core Plus Impact Fund, Nuveen Credit Strategies Income Fund, Nuveen Dow 30SM Dynamic Overwrite Fund, Nuveen Floating Rate Income Fund, Nuveen Global High Income Fund, Nuveen Minnesota Quality Municipal Income Fund, Nuveen Missouri Quality Municipal Income Fund, Nuveen Mortgage and Income Fund, Nuveen Multi-Asset Income Fund, Nuveen Multi-Market Income Fund, Nuveen Municipal Credit Opportunities Fund, Nuveen NASDAQ 100 Dynamic Overwrite Fund, Nuveen Preferred and Income Term Fund, Nuveen Preferred & Income Opportunities Fund, Nuveen Real Asset Income and Growth Fund, Nuveen Real Estate Income Fund, Nuveen S&P 500 Dynamic Overwrite Fund, Nuveen S&P 500 Buy-Write Income Fund, Nuveen Variable Rate Preferred & Income Fund, and Nuveen Virginia Quality Municipal Income Fund, for which he serves as a consultant.

 

(2)	Mr. Starr was elected or appointed as a board member of each of the Nuveen Funds except Nuveen Multi-Market Income Fund, for which he serves as a consultant.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The following tables show the amount of fees that PricewaterhouseCoopers LLP, the Fund’s auditor, billed to the Fund during the Fund’s last two full fiscal years. For engagements with PricewaterhouseCoopers LLP the Audit Committee approved in advance all audit services and non-audit services that PricewaterhouseCoopers LLP provided to the Fund, except for those non-audit services that were subject to the pre-approval exception under Rule 2-01 of Regulation S-X (the “pre-approval exception”). The pre-approval exception for services provided directly to the Fund waives the pre-approval requirement for services other than audit, review or attest services if: (A) the aggregate amount of all such services provided constitutes no more than 5% of the total amount of revenues paid by the Fund to its accountant during the fiscal year in which the services are provided; (B) the Fund did not recognize the services as non-audit services at the time of the engagement; and (C) the services are promptly brought to the Audit Committee’s attention, and the Committee (or its delegate) approves the services before the audit is completed.

The Audit Committee has delegated certain pre-approval responsibilities to its Chair (or, in his absence, any other member of the Audit Committee).

SERVICES THAT THE FUND’S AUDITOR BILLED TO THE FUND

 

Fiscal Year Ended		Audit Fees Billed to Fund 1				Audit-Related Fees Billed to Fund 2				Tax Fees Billed to Fund 3				All Other Fees Billed to Fund 4
December 31, 2023		$	37,255			$	0			$	496			$	0
Percentage approved pursuant to pre-approval  exception			0	%			0	%			0	%			0	%
December 31, 2022		$	35,896			$	0			$	0			$	0
Percentage approved pursuant to pre-approval exception			0	%			0	%			0	%			0	%

 

¹ “Audit Fees” are the aggregate fees billed for professional services for the audit of the Fund’s annual financial statements and services provided in connection with statutory and regulatory filings or engagements.

² “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 offerings related to the Fund’s common shares and leverage.

³ “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; capital gain, tax equalization and taxable basis calculation performed by the principal accountant.

⁴ “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 the Fund’s use of leverage.

SERVICES THAT THE FUND’S AUDITOR BILLED TO THE

ADVISER AND AFFILIATED FUND SERVICE PROVIDERS

The following tables show the amount of fees billed by PricewaterhouseCoopers LLP to Nuveen Fund Advisors, LLC (formerly Nuveen Fund Advisors, Inc.) (the “Adviser”), and any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund (“Affiliated Fund Service Provider”), for engagements directly related to the Fund’s operations and financial reporting, during the Fund’s last two full fiscal years.

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The tables also show the percentage of fees subject to the pre-approval exception. The pre-approval exception for services provided to the Adviser and any Affiliated Fund Service Provider (other than audit, review or attest services) waives the pre-approval requirement if: (A) the aggregate amount of all such services provided constitutes no more than 5% of the total amount of revenues paid to PricewaterhouseCoopers LLP by the Fund, the Adviser and Affiliated Fund Service Providers during the fiscal year in which the services are provided that would have to be pre-approved by the Audit Committee; (B) the Fund did not recognize the services as non-audit services at the time of the engagement; and (C) the services are promptly brought to the Audit Committee’s attention, and the Committee (or its delegate) approves the services before the Fund’s audit is completed.

 

Fiscal Year Ended		Audit-Related Fees  Billed to Adviser and  Affiliated Fund Service Providers				Tax Fees Billed to  Adviser and Affiliated Fund Service Providers				All Other Fees Billed to Adviser  and Affiliated Fund  Service Providers
December 31, 2023		$	0			$	0			$	0
Percentage approved pursuant to pre-approval exception			0	%			0	%			0	%
December 31, 2022		$	0			$	0			$	0
Percentage approved pursuant to pre-approval exception			0	%			0	%			0	%

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NON-AUDIT SERVICES

The following table shows the amount of fees that PricewaterhouseCoopers LLP billed during the Fund’s last two full fiscal years for non-audit services. The Audit Committee is required to pre-approve non-audit services that PricewaterhouseCoopers LLP provides to the Adviser and any Affiliated Fund Services Provider, if the engagement related directly to the Fund’s operations and financial reporting (except for those subject to the pre-approval exception described above). The Audit Committee requested and received information from PricewaterhouseCoopers LLP about any non-audit services that PricewaterhouseCoopers LLP rendered during the Fund’s last fiscal year to the Adviser and any Affiliated Fund Service Provider. The Committee considered this information in evaluating PricewaterhouseCoopers LLP’s independence.

 

Fiscal Year Ended		Total Non-Audit Fees  Billed to Fund				Total Non-Audit Fees billed to Adviser and Affiliated  Fund Service  Providers (engagements  related directly to the operations and financial reporting of the Fund)				Total Non-Audit Fees billed to Adviser and Affiliated  Fund Service Providers (all other engagements)				Total
December 31, 2023		$	496			$	0			$	0			$	496
December 31, 2022		$	0			$	0			$	0			$	0

“Non-Audit Fees billed to Fund” for both fiscal year ends represent “Tax Fees” and “All Other Fees” billed to Fund in their respective amounts from the previous table.

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.

Audit Committee Pre-Approval Policies and Procedures. Generally, the Audit Committee must approve (i) all non-audit services to be performed for the Fund by the Fund’s independent accountants and (ii) all audit and non-audit services to be performed by the Fund’s independent accountants for the Affiliated Fund Service Providers with respect to operations and financial reporting of the Fund. Regarding tax and research projects conducted by the independent accountants for the Fund and Affiliated Fund Service Providers (with respect to operations and financial reports of the Fund) such engagements will be (i) pre-approved by the Audit Committee if they are expected to be for amounts greater than $10,000; (ii) reported to the Audit Committee chair for his verbal approval prior to engagement if they are expected to be for amounts under $10,000 but greater than $5,000; and (iii) reported to the Audit Committee at the next Audit Committee meeting if they are expected to be for an amount under $5,000.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

The registrant’s Board has a separately designated Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78c(a)(58)(A)). The members of the audit committee are Joseph A. Boateng, Albin F. Moschner, John K. Nelson, Chair, Loren M. Starr, Margaret L. Wolff and Robert L. Young.

ITEM 6. SCHEDULE OF INVESTMENTS.

(a) See Portfolio of Investments in Item 1.

(b) Not applicable.

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ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

The Adviser has engaged Gateway Investment Advisers, LLC (“Gateway” or the “Sub-Adviser”) as Sub-Adviser to provide discretionary investment advisory services. As part of these services, the Adviser has also delegated to the Sub-Adviser the full responsibility for proxy voting and related duties in accordance with the Sub-Adviser’s policy and procedures. The Adviser periodically will monitor the Sub-Adviser’s voting to ensure that they are carrying out their duties. The Sub-Adviser’s proxy voting policies and procedures are attached as an exhibit and summarized as follows:

The SEC has issued regulations with respect to proxy voting for all registered investment advisers and their clients. To meet these requirements on a client’s behalf, Gateway has adopted policies as described below.

Gateway recognizes that voting rights are financial assets of a client’s account and that they must be managed accordingly, with voting decisions made in the client’s best interests. To that end and because of increasing complexity in administering policies in this area, Gateway has contracted with Institutional Shareholder Services (ISS) a nationally recognized proxy voting agent, to assist in administering client proxy votes and to provide voting recommendation on each ballot issue. ISS has developed its US Summary Proxy Voting Guidelines, which provide vote recommendations for proxy voting that are designed to serve the best interest of investors. These recommendations outline the rationale for determining how particular issues should be voted. Gateway incorporated these recommendations into its Proxy Voting Policy and has instructed ISS to vote accordingly. In addition, Gateway’s policy addresses the rare circumstances in which ISS’ voting recommendations may not be followed. The policy describes how any conflicts of interest would be handled. It also refers to procedures that address Gateway’s continuing due diligence of ISS.

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ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Nuveen Fund Advisors, LLC is the registrant’s investment adviser (also referred to as the “Adviser”). The Adviser is responsible for the selection and on-going monitoring of the Fund’s investment portfolio, managing the Fund’s business affairs and providing certain clerical, bookkeeping and administrative services. The Adviser has engaged Gateway Investment Advisers, LLC (“Gateway”, or the “Sub- Adviser”), as Sub-Adviser to provide discretionary investment advisory services. The following section provides information on the portfolio managers at the Sub-Adviser:

ITEM 8(a)(1). PORTFOLIO MANAGER BIOGRAPHIES

As of the date of filing this report, the following individuals at the Sub-Adviser (the “Portfolio Managers”) have primary responsibility for the day-to-day implementation of the registrant’s investment strategies:

Michael T. Buckius, Kenneth H. Toft, Daniel M. Ashcraft, and Michael J. Trotta - Michael T. Buckius, CFA, Kenneth H. Toft, CFA, Daniel M. Ashcraft, CFA and Mitchell J. Trotta, CFA, are responsible for investing the Managed Assets of the Nuveen S&P 500 Buy-Write Income Fund (BXMX). Mr. Buckius is Gateway’s Chief Executive Officer, Chief Investment Officer, President and Portfolio Manager. He joined Gateway in 1999 as Vice President and Portfolio Manager, prior to which he worked as an equity derivative sales professional at Bear Stearns & Co. and Bankers Trust Company. Mr. Toft joined Gateway in 1992 and is currently a Senior Vice President and Portfolio Manager. He has been a Vice President and Portfolio Manager for the firm since 1997, prior to which he held the position of Senior Trader and Research Analyst. Mr. Ashcraft joined Gateway in 2009, was promoted to Vice President in 2022 and is currently a Portfolio Manager on several of the funds Gateway advises. Mr. Trotta joined Gateway in 2016 and is currently a Portfolio Manager on several of the funds Gateway advises. Messrs. Buckius, Toft, Ashcraft and Trotta also serve as co-portfolio managers of Gateway’s flagship open-end fund, the Gateway Fund.

ITEM 8(a)(2). OTHER ACCOUNTS MANAGED BY PORTFOLIO MANAGERS

As of December 31, 2023, Messrs. Buckius, Toft and Ashcraft were responsible for day-to-day management of 5 registered investment company accounts (excluding the Fund) having assets of approximately $6.9 billion. Mr. Trotta was responsible for day-to-day management of 4 registered investment company accounts (excluding the Fund) having assets of approximately $6.8 billion. Mr. Buckius was responsible for day-to-day management of 37 other accounts having assets of approximately $427.6 million in the aggregate, Mr. Toft was responsible for day-to-day management of 12 other accounts having assets of approximately $238 million in aggregate, Mr. Ashcraft was responsible for day- to- day management of 37 other accounts having asset of approximately $379.6 million in aggregate, and Mr. Trotta was responsible for day-to-day management of 20 other accounts having assets of approximately $282 million. None of the portfolio managers managed any accounts having a performance based investment advisory fee.

POTENTIAL MATERIAL CONFLICTS OF INTEREST

As described above, the portfolio managers may manage other accounts with investment strategies similar to the Fund, including other investment companies and separately managed accounts. Fees earned by Gateway may vary among these accounts and the portfolio managers may personally invest in some but not all of these accounts. These factors could create conflicts of interest because a portfolio manager may have incentives to favor certain accounts over others, resulting in other accounts outperforming the Fund. A conflict may also exist if a portfolio manager identified a limited investment opportunity that may be appropriate for more than one account, but the Fund is not able to take full advantage of that opportunity due to the need to allocate that opportunity among multiple accounts. In addition, the portfolio manager may execute transactions for another account that may adversely impact the value of securities held by the Fund. However, Gateway believes that these risks are mitigated by the fact that accounts with like investment strategies managed by a particular portfolio manager are generally managed in a similar fashion, subject to exceptions to account for particular investment restrictions or policies applicable only to certain accounts, differences in cash flows and account sizes, and similar factors. In addition, Gateway has adopted trade allocation procedures that require equitable allocation of trade orders for a particular security among participating accounts.

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ITEM 8(a)(3). FUND MANAGER COMPENSATION

As of the most recently completed fiscal year end, the primary Portfolio Managers’ compensation is as follows:

Messrs. Buckius, Toft, Ashcraft and Trotta are compensated for their services by Gateway. Their compensation is comprised of three parts: base salary; incentive compensation related to the profitability of Gateway (with management fees for the Fund and all other Gateway-managed accounts being asset-based, not performance-based, either absolutely or in relation to any benchmark); and a retirement plan. The incentive compensation component, comprised of both a long-term incentive pool and a short-term incentive pool, is anticipated to be larger than the base salary component. Certain portfolio managers are parties to employment agreements that provide for automatic renewals for successive one-calendar-year periods and, among other things, a specified base salary and certain undertakings not to compete with the Adviser or solicit its clients. The non-competition and non-solicitation undertakings will expire one year from the termination of employment.

ITEM 8(a)(4). OWNERSHIP OF BXMX SECURITIES AS OF DECEMBER 31, 2023

 

Name of Portfolio Manager

None

$1 - $10,000

$10,001- $50,000

$50,001- $100,000

$100,001- $500,000

$500,001- $1,000,000

Over $1,000,000

Kenneth H. Toft

X

Michael T. Buckius

X

Daniel M. Ashcraft

X

Mitchell J. Trotta

X

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ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board implemented after the registrant last provided disclosure in response to this Item.

ITEM 11. CONTROLS AND PROCEDURES.

 

(a)

The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15 (b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (17 CFR 240.13a-15(b) or 240.15d-15 (b)).

 

(b)

There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

(a)

The following provides dollar amounts of income and fees/compensation related to securities lending activities of the Fund during the fiscal year ended December 31, 2023:

 

Gross income from securities lending activities		$	33,893
Fees and/or compensation paid for securities lending activities and related services:
Fees paid to securities lending agent from a revenue split			(2,621	)
Fees not included in a revenue split
Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in a revenue split			(34	)
Administrative fees not included in a revenue split			—
Indemnification fees not included in a revenue split			—
Rebate (paid to borrower)			(1,168	)
Other fees not included in a revenue split			—
Aggregate fees/compensation for securities lending activities			(3,823	)
Net income from securities lending activities		$	30,070

 

(b)

The Fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions in order to generate additional income. When loaning securities, the Fund retains the benefits of owning the securities, including the economic equivalent of dividends or interest generated by the security. The loans are continuous, can be recalled at any time, and have no set maturity. When the Fund loans its portfolio securities, it will receive, at the inception of each loan, cash collateral equal to an amount not less than 100% of the market value of the loaned securities. The actual percentage of the cash collateral will vary depending on the asset type of the loaned securities. The Fund’s custodian, State Street Bank and Trust Company, serves as the securities lending agent to the Fund. Pursuant to a Securities Lending Authorization Agreement and in accordance with procedures established by the Board of Trustees, State Street Bank and Trust Company effects loans of Fund securities to any firm on a list of approved borrowers, negotiates loan terms, monitors the value of the loaned securities and collateral, requests additional collateral as necessary, manages reinvestment of collateral in a pooled cash collateral reinvestment vehicle, arranges for the return of loaned securities to the Fund, and maintains records and prepares reports regarding loans that are made and the income derived therefrom.

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ITEM 13. EXHIBITS.

File the exhibits listed below as part of this Form.

(a)(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Not applicable because the code is posted on registrant’s website at www.nuveen.com/fund-governance and there were no amendments during the period covered by this report. (To view the code, click on Code of Conduct.)

(a)(2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the 1940 Act (17 CFR 270.30a-2(a)) in the exact form set forth below: Ex-99.CERT Attached hereto.

(a)(3) Any written solicitation to purchase securities under Rule 23c-1 under the 1940 Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable.

(a)(4) Change in registrant’s independent public accountant. Not applicable.

(b) If the report is filed under Section  13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2(b) under the 1940 Act (17 CFR 270.30a-2(b)); Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b) or 240.15d-14(b)), and Section  1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an exhibit. A certification furnished pursuant to this paragraph will not be deemed “filed” for purposes of Section  18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. Ex-99.906 CERT attached hereto.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) Nuveen S&P 500 Buy-Write Income Fund

 

By (Signature and Title)		/s/ David J. Lamb
		David J. Lamb
		Chief Administrative Officer
Date: March 7, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)		/s/ David J. Lamb
		David J. Lamb
		Chief Administrative Officer
		(principal executive officer)
Date: March 7, 2024
By (Signature and Title)		/s/ E. Scott Wickerham
		E. Scott Wickerham
		Vice President and Controller
		(principal financial officer)
Date: March 7, 2024

Exhibit 99.CERT

CERTIFICATION

I, David J. Lamb, certify that:

1. I have reviewed this report on Form N-CSR of Nuveen S&P 500 Buy-Write Income Fund;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

(a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: March 7, 2024						/s/ David J. Lamb
						David J. Lamb
						Chief Administrative Officer
						(principal executive officer)

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CERTIFICATION

I, E. Scott Wickerham, certify that:

1. I have reviewed this report on Form N-CSR of Nuveen S&P 500 Buy-Write Income Fund;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

(a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: March 7, 2024						/s/ E. Scott Wickerham
						E. Scott Wickerham
						Vice President and Controller
						(principal financial officer)

Exhibit 99.906CERT

Certification Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002; provided by the Chief Executive Officer and Chief Financial Officer, based on each such officer’s knowledge and belief.

The undersigned officers of Nuveen S&P 500 Buy-Write Income Fund (the “Fund”) certify that, to the best of each such officer’s knowledge and belief:

 

1.

The Form N-CSR of the Fund for the period ended December 31, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Fund.

 

Date: March 7, 2024
						/s/ David J. Lamb
						David J. Lamb
						Chief Administrative Officer
						(principal executive officer)
						/s/ E. Scott Wickerham
						E. Scott Wickerham
						Vice President and Controller
						(principal financial officer)

Gateway Investment Advisers, LLC

Section II: Proxy Voting, Policy 4

PROXY VOTING POLICY

 

4.1

Overview

This proxy voting policy and related procedures apply to clients who desire Gateway Investment Advisers, LLC (Gateway) to vote proxies on their behalf, including registered investment companies advised (or sub-advised) by Gateway. Questions regarding this policy should be directed to Gateway’s CCO.

 

4.2	Introduction

Gateway recognizes that voting rights are financial assets of its clients and that they must be managed accordingly; with voting decisions being made in the best interests of its clients who wish Gateway to exercise such authority and of shareholders of the registered investment companies for which it acts as adviser or sub-adviser (hereinafter referred collectively as “Clients”). Gateway, in turn, has retained Institutional Shareholder Services (ISS) as its proxy agent to recommend how to vote each proxy as well as administer the voting of proxies on behalf of Gateway.

 

4.3	Role of Proxy Voting Agent

Gateway has engaged ISS, an independent proxy voting service, to assist in the voting of proxies. ISS is responsible for coordinating with each Client’s custodian to ensure that all proxy ballots relating to a Client’s portfolio are processed in a timely manner. To accommodate this process, Gateway has instructed ISS to follow the ISS United States Proxy Voting Guidelines and to automatically vote in accordance with ISS’ vote recommendations no later than five (5) calendar days prior to the vote submission deadline without Gateway’s prior approval.

ISS, with its vast research capabilities, has developed its U.S. and global proxy voting guidelines, which provide vote recommendations for proxy voting, that are designed to serve the best interests of investors. These guidelines outline the rationale for determining how particular issues should be voted. Gateway’s CIO, on an annual basis, will determine whether ISS’ applicable proxy guidelines continue to be in the best interests of Gateway’s Clients. Gateway will instruct ISS to vote in accordance with these guidelines unless at least one of the following conditions apply:

 

A.

Gateway’s portfolio management team has decided to override the ISS vote recommendation for a Client(s) based on its own determination that the Client(s) would best be served with a vote contrary to the ISS recommendation based on Gateway’s higher degree of analysis of ISS’ vote recommendation. Such decision(s) will be documented by Gateway (and communicated to ISS if a decision(s) led to a vote override). Gateway’s CIO will determine, on an annual basis, as to which classification level an ISS vote recommendation should be analyzed further by Gateway (which may include highly contested matters regarding mergers and acquisitions, dissolutions, conversions, consolidations, or contested elections of directors); or

 

B.

Gateway’s portfolio management team has decided to override ISS’ vote recommendation for a Client(s) based on its own determination that the Client(s) would best be served with a vote contrary to ISS’ recommendation based on Gateway’s consideration of certain additional information. Specifically, in the event Gateway becomes aware that an issuer has filed additional soliciting material with

 

1

Confidential (C)

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Gateway Investment Advisers, LLC

Section II: Proxy Voting, Policy 4

 

the SEC regarding ISS’ vote recommendation and if such additional information would reasonably be expected to affect Gateway’s voting determination, Gateway will consider this supplemental information if such additional material was submitted to Gateway via ISS no later than five (5) calendar days prior to the vote submission deadline. Only additional information from issuers that apply to the classification levels determined by the CIO would be considered information reasonably expected to affect Gateway’s voting determination. Information received within the five (5) calendar days before the cutoff time frame, but before the vote submission deadline, may be considered, but only on a best-efforts basis. Decision(s) as to whether this additional information affects whether or not Gateway follows ISS’ vote recommendation will be documented by Gateway (and communicated to ISS if the analysis led to a vote override); or

 

C.

ISS does not give a vote recommendation, in which case Gateway will independently determine how a particular issue should be voted. In these instances, Gateway, through its portfolio management team, will document the reason(s) used in determining a vote and communicate Gateway’s voting instruction to ISS. Gateway will generally seek to vote in accordance with ISS’ guidelines; or

 

D.

If voting on any particular security compromises Gateway’s ability to later transact in such security (e.g. shareblocking practices) or if, in Gateway’s judgment, the expected cost associated with the vote exceeds the expected benefits of the vote (e.g. non-U.S. security restrictions), then Gateway will abstain from voting on a particular security; or

 

E.

If voting would impose costs on the Client, such as opportunity costs for the Client resulting from restricting the use of securities for lending in order to preserve the right to vote, then Gateway will not make efforts to vote these securities on behalf of the Client.

 

4.4	Conflicts of Interest

From time to time, Gateway or an employee or another affiliate of Gateway may have a conflict of interest with respect to a proxy vote. A conflict of interest may exist, for example, if Gateway has a business relationship (or potential business relationship) with either the company soliciting the proxy or a third party that has a material interest in the outcome of a proxy vote or that is actively lobbying for a particular outcome of a proxy vote. Any individual with knowledge of any actual or potential conflict of interest, such as a personal conflict of interest (e.g., familial relationship with company management) or of a business relationship (e.g., Gateway is the investment manager to a soliciting company), shall disclose that conflict to the Legal and Compliance Department. In the event of a reported conflict, the Legal and Compliance Department will determine and record how the proxies in question shall be voted; although it is expected that ISS vote recommendations will be followed unless a determination to vote contrary to ISS is documented.

From time to time, ISS experiences conflicts of interest with respect to proxy votes. A conflict of interest can exist, for example, if a subsidiary of ISS has a business consultant relationship with an issuer and ISS is determining a vote recommendation on the same issuer. Gateway has formalized due diligence processes in place to determine, on an annual basis, if ISS’ efforts to mitigate such conflicts are reasonable.

 

2

Confidential (C)

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Gateway Investment Advisers, LLC

Section II: Proxy Voting, Policy 4

 

4.5	Due Diligence of Proxy Adviser

Gateway will follow formalized procedures to undertake continuing due diligence of ISS, both in the areas of research and the administrative tasks of proxy voting.

 

4.6	Record Retention Requirements

 

A.

In accordance with Rule 204-2(c)(2) under the Investment Advisers Act of 1940, as amended, Gateway will maintain the following records for a period of not less than five years:

 

1.

This Gateway proxy voting policy;

2.

Records of Clients’ written requests for this policy and/or their voting record;

3.

Gateway’s written response to such written or oral requests; and in instances that arise due to circumstances describe in Section 4.3 A, B and C, a memo as to how Gateway arrived at its decision to vote the proxies at issue.

 

B.

ISS will make and retain, on Gateway’s behalf (as evidenced by an undertaking from ISS to provide a copy promptly upon request), the following documents:

 

1.

A copy of a proxy statement*;

2.

A record of each vote cast by Gateway on behalf of a Client; and

3.

A copy of any document that was material to making a decision how to vote proxies on behalf of a Client or that memorialized the basis of that decision.

*Gateway may also rely on obtaining a copy from the EDGAR system.

 

4.7	How to Obtain Voting Information

At any time, a Client may obtain this Proxy Voting Policy along with ISS’ Proxy Voting Guidelines Summary and his or her voting record upon the Client’s written or oral request to Gateway.

Effective Date: February 15, 2008, revised December 11, 2008, revised February 18, 2015, revised February 28, 2021, revised June 23, 2022.

 

3

Confidential (C)

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