Nuveen S&P 500 Dynamic Overwrite Fund — Proxy Solicitation & Information Statement 2025

Dec 22, 2025

N-14 8C/A 1 nuveen-n148ca.htm AMENDMENT TO N-14 8C/A

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| ● | EVERY
VOTE IS IMPORTANT | |
| --- | --- | --- |
| PO
Box 43131 | | |
| Providence, RI
02940-3131 | ● | SCAN The QR code or visit www.proxy-direct.com to vote your shares |
| | ● | LIVE
AGENT Call 1-866-585-5579 with any questions. Specialists can assist with voting. Available Monday-Friday from 9 a.m. – 11 p.m. and Saturday 12 p.m. – 6 p.m. ET |
| | ● | CALL 1-800-337-3503 Follow the recorded instructions available 24 hours |
| | ● | MAIL Vote, sign and Mail in the enclosed Business Reply Envelope |
| | | VOTE
IN PERSON Attend Shareholder Meeting 333 West Wacker Dr. Chicago, IL, 60606 on January 29, 2026 |

	Please detach at perforation before mailing.
●	NUVEEN
S&P 500 DYNAMIC OVERWRITE FUND ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 29, 2026

THIS PROXY IS BEING SOLICITED BY THE BOARD OF TRUSTEES. The undersigned shareholder(s) of Nuveen S&P 500 Dynamic Overwrite Fund (the “Acquiring Fund”), revoking previous proxies, hereby appoints John M. McCann, Kevin J. McCarthy and Mark L. Winget, or any one of them as true and lawful attorneys with power of substitution of each, to vote all shares of Nuveen S&P 500 Dynamic Overwrite Fund that the undersigned is entitled to vote at the Annual Meeting of Shareholders to be held on January 29, 2026, at 2:00 p.m., Central time, at the offices of Nuveen, LLC, 333 West Wacker Drive, Chicago, Illinois 60606, and at any adjournment or postponement thereof as indicated on the reverse side. In their discretion, the proxy holders named above are authorized to vote upon such other matters as may properly come before the meeting or any adjournment or postponement thereof.

Receipt of the Notice of the Annual Meeting of Shareholders and the accompanying Joint Proxy Statement/Prospectus is hereby acknowledged. The votes entitled to be cast by the undersigned will be cast as indicated or FOR the proposals if no choice is indicated.

| VOTE
VIA THE INTERNET: www.proxy-direct.com |
| --- |
| VOTE
VIA THE TELEPHONE: 1-800-337-3503 |

SPX_34780_101525

PLEASE SIGN, DATE ON THE REVERSE SIDE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.

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EVERY SHAREHOLDER’S VOTE IS IMPORTANT!

VOTE THIS PROXY CARD TODAY!

Important Notice Regarding the Availability of Proxy Materials for

Nuveen S&P 500 Dynamic Overwrite Fund,

Annual Meeting of Shareholders to be held on January 29, 2026

The Joint Proxy Statement/Prospectus and this proxy card are available at

https://www.nuveen.com/en-us/investments/proxy-information#closed-end-funds

IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,

YOU NEED NOT RETURN THIS PROXY CARD

Please detach at perforation before mailing.

The votes entitled to be cast by the undersigned will be cast as specified. If no other specification is made, such votes will be cast “FOR” the proposals. The votes entitled to be cast by the undersigned will be cast in the discretion of the proxy holders on any other matter that may properly come before the Annual Meeting or any adjournment or postponement thereof.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE:

| ● | Proposals The
Board of Trustees unanimously recommends that you vote “FOR” the proposals. | FOR | AGAINST | ABSTAIN |
| --- | --- | --- | --- | --- |
| 2. | To approve the issuance of additional common shares
of Nuveen S&P 500 Dynamic Overwrite Fund. | ☐ | ☐ | ☐ |
| 3. | Election
of Board Members: | | | |
| | Class II : | FOR | WITHHOLD | FOR ALL |
| | 01. Joseph A. Boateng 02. Amy
B. R. Lancellotta 03. John K. Nelson 04. Terence
J. Toth | ALL | ALL | EXCEPT |
| | INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box “FOR ALL EXCEPT” and write the
nominee’s number on the line provided. ____________ | ☐ | ☐ | ☐ |

To transact such other business as may properly come before the Annual Meeting.

| ● |
| --- |
| Note :
Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each
holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation
or other entity or in another representative capacity, please give the full title under the signature. |

| Date (mm/dd/yyyy)
─ Please print date below |
| --- |
| /   / |

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xxxxxxxxxxxxxx SPX 34780 xxxxxxxx

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| ● | EVERY
VOTE IS IMPORTANT | |
| --- | --- | --- |
| PO
Box 43131 | | |
| Providence, RI
02940-3131 | ● | SCAN The QR code or visit www.proxy-direct.com to vote your shares |
| | ● | LIVE
AGENT Call 1-866-585-5579 with any questions. Specialists can assist with voting. Available Monday-Friday from 9 a.m. – 11 p.m. and Saturday 12 p.m. – 6 p.m. ET |
| | ● | CALL 1-800-337-3503 Follow the recorded instructions available 24 hours |
| | ● | MAIL Vote, sign and Mail in the enclosed Business Reply Envelope |
| | | VOTE
IN PERSON Attend Shareholder Meeting 333 West Wacker Dr. Chicago, IL, 60606 on January 29, 2026 |

	Please detach at perforation before mailing.
●	NUVEEN
DOW 30 SM DYNAMIC OVERWRITE FUND ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 29, 2026

THIS PROXY IS BEING SOLICITED BY THE BOARD OF TRUSTEES. The undersigned shareholder(s) of Nuveen Dow 30 SM Dynamic Overwrite Fund (“Dow Dynamic Overwrite” or a “Target Fund”), revoking previous proxies, hereby appoints John M. McCann, Kevin J. McCarthy and Mark L. Winget, or any one of them as true and lawful attorneys with power of substitution of each, to vote all shares of Nuveen Dow 30 SM Dynamic Overwrite Fund that the undersigned is entitled to vote at the Annual Meeting of Shareholders to be held on January 29, 2026, at 2:00 p.m., Central time, at the offices of Nuveen, LLC, 333 West Wacker Drive, Chicago, Illinois 60606, and at any adjournment or postponement thereof as indicated on the reverse side. In their discretion, the proxy holders named above are authorized to vote upon such other matters as may properly come before the meeting or any adjournment or postponement thereof.

Receipt of the Notice of the Annual Meeting of Shareholders and the accompanying Joint Proxy Statement/Prospectus is hereby acknowledged. The votes entitled to be cast by the undersigned will be cast as indicated or FOR the proposals if no choice is indicated.

| VOTE
VIA THE INTERNET: www.proxy-direct.com |
| --- |
| VOTE
VIA THE TELEPHONE: 1-800-337-3503 |

DIA_34780_101525

PLEASE SIGN, DATE ON THE REVERSE SIDE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.

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EVERY SHAREHOLDER’S VOTE IS IMPORTANT!

VOTE THIS PROXY CARD TODAY!

Important Notice Regarding the Availability of Proxy Materials for

Nuveen Dow 30 SM Dynamic Overwrite Fund,

Annual Meeting of Shareholders to be held on January 29, 2026

The Joint Proxy Statement/Prospectus and this proxy card are available at

https://www.nuveen.com/en-us/investments/proxy-information#closed-end-funds

IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,

YOU NEED NOT RETURN THIS PROXY CARD

Please detach at perforation before mailing.

The votes entitled to be cast by the undersigned will be cast as specified. If no other specification is made, such votes will be cast “FOR” the proposals. The votes entitled to be cast by the undersigned will be cast in the discretion of the proxy holders on any other matter that may properly come before the Annual Meeting or any adjournment or postponement thereof.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE:

| ● | Proposals The
Board of Trustees unanimously recommends that you vote “FOR” the proposals. | FOR | AGAINST | ABSTAIN |
| --- | --- | --- | --- | --- |
| 1. | To
approve an Agreement and Plan of Merger that provides for: (i) the merger of Nuveen Dow
30 SM Dynamic Overwrite Fund (the “Target Fund”) with and into
NSDOF Merger Sub, LLC, a Massachusetts limited liability company and a wholly-owned subsidiary
of Nuveen S&P 500 Dynamic Overwrite Fund (the “Acquiring Fund”), and
(ii) the conversion of the issued and outstanding common shares of beneficial interest
of the Target Fund into newly issued common shares of beneficial interest of the Acquiring
Fund. | ☐ | ☐ | ☐ |
| 3. | Election
of Board Members: | | | |
| | Class II : | FOR | WITHHOLD | FOR ALL |
| | 01. Joseph A. Boateng 02. Amy
B. R. Lancellotta 03. John K. Nelson 04. Terence
J. Toth | ALL | ALL | EXCEPT |
| | INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box “FOR ALL EXCEPT” and write the
nominee’s number on the line provided. ___________ | ☐ | ☐ | ☐ |

To transact such other business as may properly come before the Annual Meeting.

| ● |
| --- |
| Note :
Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each
holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation
or other entity or in another representative capacity, please give the full title under the signature. |

| Date (mm/dd/yyyy)
─ Please print date below |
| --- |
| /  / |

Scanner bar code

xxxxxxxxxxxxxx DIA 34780 xxxxxxxx

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| ● | EVERY
VOTE IS IMPORTANT | |
| --- | --- | --- |
| PO
Box 43131 | | |
| Providence, RI
02940-3131 | ● | SCAN The QR code or visit www.proxy-direct.com to vote your shares |
| | ● | LIVE
AGENT Call 1-866-585-5579 with any questions. Specialists can assist with voting. Available Monday-Friday from 9 a.m. – 11 p.m. and Saturday 12 p.m. – 6 p.m. ET |
| | ● | CALL 1-800-337-3503 Follow the recorded instructions available 24 hours |
| | ● | MAIL Vote, sign and Mail in the enclosed Business Reply Envelope |
| | | VOTE
IN PERSON Attend Shareholder Meeting 333 West Wacker Dr. Chicago, IL, 60606 on January 29, 2026 |

	Please detach at perforation before mailing.
●	NUVEEN
S&P 500 BUY-WRITE INCOME FUND ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 29, 2026

THIS PROXY IS BEING SOLICITED BY THE BOARD OF TRUSTEES. The undersigned shareholder(s) of Nuveen S&P 500 Buy-Write Income Fund (“S&P Buy-Write” or a “Target Fund”), revoking previous proxies, hereby appoints John M. McCann, Kevin J. McCarthy and Mark L. Winget, or any one of them as true and lawful attorneys with power of substitution of each, to vote all shares of Nuveen S&P 500 Buy-Write Income Fund that the undersigned is entitled to vote at the Annual Meeting of Shareholders to be held on January 29, 2026, at 2:00 p.m., Central time, at the offices of Nuveen, LLC, 333 West Wacker Drive, Chicago, Illinois 60606, and at any adjournment or postponement thereof as indicated on the reverse side. In their discretion, the proxy holders named above are authorized to vote upon such other matters as may properly come before the meeting or any adjournment or postponement thereof.

Receipt of the Notice of the Annual Meeting of Shareholders and the accompanying Joint Proxy Statement/Prospectus is hereby acknowledged. The votes entitled to be cast by the undersigned will be cast as indicated or FOR the proposals if no choice is indicated.

| VOTE
VIA THE INTERNET: www.proxy-direct.com |
| --- |
| VOTE
VIA THE TELEPHONE: 1-800-337-3503 |

BXM_34780_101525

PLEASE SIGN, DATE ON THE REVERSE SIDE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.

xxxxxxxxxxxxxx code

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EVERY SHAREHOLDER’S VOTE IS IMPORTANT!

VOTE THIS PROXY CARD TODAY!

Important Notice Regarding the Availability of Proxy Materials for

Nuveen S&P 500 Buy-Write Income Fund,

Annual Meeting of Shareholders to be held on January 29, 2026

The Joint Proxy Statement/Prospectus and this proxy card are available at

https://www.nuveen.com/en-us/investments/proxy-information#closed-end-funds

IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,

YOU NEED NOT RETURN THIS PROXY CARD

Please detach at perforation before mailing.

The votes entitled to be cast by the undersigned will be cast as specified. If no other specification is made, such votes will be cast “FOR” the proposals. The votes entitled to be cast by the undersigned will be cast in the discretion of the proxy holders on any other matter that may properly come before the Annual Meeting or any adjournment or postponement thereof.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE:

| ● | Proposals The
Board of Trustees unanimously recommends that you vote “FOR” the proposals. | FOR | AGAINST | ABSTAIN |
| --- | --- | --- | --- | --- |
| 1. | To
approve an Agreement and Plan of Merger that provides for: (i) the merger of Nuveen S&P
500 Buy-Write Income Fund (the “Target Fund”) with and into NSDOF Merger
Sub, LLC, a Massachusetts limited liability company and a wholly-owned subsidiary of
Nuveen S&P 500 Dynamic Overwrite Fund (the “Acquiring Fund”), and (ii)
the conversion of the issued and outstanding common shares of beneficial interest of
the Target Fund into newly issued common shares of beneficial interest of the Acquiring
Fund. | ☐ | ☐ | ☐ |
| 3. | Election
of Board Members: | | | |
| | Class II : | FOR | WITHHOLD | FOR ALL |
| | 01. Joseph A. Boateng 02. Amy
B. R. Lancellotta 03. John K. Nelson 04. Terence
J. Toth | ALL | ALL | EXCEPT |
| | INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box “FOR ALL EXCEPT” and write the
nominee’s number on the line provided. ___________ | ☐ | ☐ | ☐ |

To transact such other business as may properly come before the Annual Meeting.

| ● |
| --- |
| Note :
Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each
holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation
or other entity or in another representative capacity, please give the full title under the signature. |

| Date (mm/dd/yyyy)
─ Please print date below |
| --- |
| /  / |

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xxxxxxxxxxxxxx BXM 34780 xxxxxxxx

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PART C OTHER INFORMATION

Item 15. Indemnification

Section 4 of Article XII of Registrant’s Declaration of Trust, as amended, provides as follows:

Subject to the exceptions and limitations contained in this Section 4, every person who is, or has been, a Trustee, officer, employee or agent of the Trust, including persons who serve at the request of the Trust as directors, trustees, officers, employees or agents of another organization in which the Trust has an interest as a shareholder, creditor or otherwise (hereinafter referred to as a “Covered Person”), shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been such a Trustee, director, officer, employee or agent and against amounts paid or incurred by him in settlement thereof.

No indemnification shall be provided hereunder to a Covered Person:

(a) against any liability to the Trust or its Shareholders by reason of a final adjudication by the court or other body before which the proceeding was brought that he engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office;

(b) with respect to any matter as to which he shall have been finally adjudicated not to have acted in good faith in the reasonable belief that his action was in the best interests of the Trust; or

(c) in the event of a settlement or other disposition not involving a final adjudication (as provided in paragraph (a) or (b)) and resulting in a payment by a Covered Person, unless there has been either a determination that such Covered Person did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office by the court or other body approving the settlement or other disposition or a reasonable determination, based on a review of readily available facts (as opposed to a full trial-type inquiry), that he did not engage in such conduct:

(i) by a vote of a majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees then in office act on the matter); or

(ii) by written opinion of independent legal counsel.

The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be such a Covered Person and shall inure to the benefit of the heirs, executors and administrators of such a person. Nothing contained herein shall affect any rights to indemnification to which Trust personnel other than Covered Persons may be entitled by contract or otherwise under law.

Expenses of preparation and presentation of a defense to any claim, action, suit or proceeding subject to a claim for indemnification under this Section 4 shall be advanced by the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification under this Section 4, provided that either:

(a) such undertaking is secured by a surety bond or some other appropriate security or the Trust shall be insured against losses arising out of any such advances; or

(b) a majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees then in office act on the matter) or independent legal counsel in a written opinion shall determine, based upon a review of the readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the recipient ultimately will be found entitled to indemnification.

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As used in this Section 4, a “Disinterested Trustee” is one (x) who is not an Interested Person of the Trust (including anyone, as such Disinterested Trustee, who has been exempted from being an Interested Person by any rule, regulation or order of the Commission), and (y) against whom none of such actions, suits or other proceedings or another action, suit or other proceeding on the same or similar grounds is then or has been pending.

As used in this Section 4, the words “claim,” “action,” “suit” or “proceeding” shall apply to all claims, actions, suits, proceedings (civil, criminal, administrative or other, including appeals), actual or threatened; and the word “liability” and “expenses” shall include without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.

The trustees and officers of the Registrant are covered by joint errors and omissions insurance policies against liability and expenses of claims of wrongful acts arising out of their position with the Registrant and other Nuveen funds, subject to such policies’ coverage limits, exclusions and deductibles.

Insofar as indemnification for liability arising under the Securities Act of 1933 (the “1933 Act”) may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the Declaration of Trust of the Registrant, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustees, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

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Item 16. Exhibits

(1)	Amended and Restated Declaration of Trust, dated December 22, 2014 . (1)
(2)	Amended and Restated By-Laws of Registrant, dated February 28, 2024 .(2)
(3)	Not applicable.
(4)	Form of Agreement and Plan of Merger is filed as Appendix A to the Joint Proxy Statement/Prospectus constituting Part A of the Registration Statement.
(5)	Not applicable.
(6)(a)	Investment Management Agreement, dated October 1, 2014 .(1)
(6)(b)	Amendment of Investment Management Agreement, dated December 22, 2014 . (1)
(6)(c)	Continuance of Investment Management Agreement, dated May 1. 2025 . (5)
(6)(d)	Investment Sub-Advisory Agreement, dated December 19, 2014 . (1)
(6)(e)	Notice of Continuance of Investment Sub-Advisory Agreement, dated May 1, 2025 . (5)
(7)(a)	Distribution Agreement Relating to At-the-Market Offerings between the Registrant and Nuveen Securities, LLC, dated May 3, 2018. (7)
(7)(b)	Dealer Agreement Relating to At-the-Market Offerings between Nuveen Securities, LLC and UBS Securities, LLC, dated May 23, 2018. (7)
(7)(c)	Distribution Agreement Relating to At-the-Market Offerings between the Registrant and Nuveen Securities, LLC, dated July 12, 2021. (8)
(7)(d)	Dealer Agreement Relating to At-the-Market offerings between Nuveen Securities, LLC and UBS Securities, LLC dated July 22, 2021 . (8)
(8)	Nuveen Fund Board Voluntary Deferred Compensation Plan for Independent Directors and Trustees, effective as of November 1, 2021. (6)
(9)(a)	Amended and Restated Master Custodian Agreement between the Nuveen Investment Companies and State Street Bank and Trust Company, dated July 15, 2015 . (1)
(9)(b)	Amendment and Revised Appendix A to Amended and Restated Master Custodian Agreement, dated July 31, 2020 . (4)
(9)(c)	Amendment and Revised Appendix A, effective September 8, 2022, to the Amended and Restated Master Custodian Agreement .(9)
(10)	Not applicable.
(11)	Opinion and Consent of Counsel is filed herewith.
(12)	Opinion and Consent of Vedder Price P.C. supporting the tax matters discussed in the Joint Proxy Statement/Prospectus.*

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(13)(a)	Transfer Agency and Service Agreement, dated June 15, 2017 between Registrant and Computershare Inc. and Computershare Trust Company, N.A. (1)
(13)(b)	First
Amendment and Schedule A to Transfer Agency and Service Agreement, dated September 7, 2017. (3)
(13)(c)	Second Amendment and updated Schedule A, dated February 26, 2018, to the Transfer Agency and Service Agreement dated June 15, 2017 between the Registrant and Computershare Inc. and Computershare Trust Company, N.A. (4)
(13)(d)	Third Amendment, dated May 11, 2020 to the Transfer Agency and Service Agreement dated June 15, 2017 between the Registrant and Computershare Inc. and Computershare Trust Company, N.A. (4)
(13)(e)	Amended and Restated Schedule A, effective March 28, 2023, to the Transfer Agency and Service Agreement . (10)
(13)(f)	Rule 12d1-4 Investment Agreement between RiverNorth Funds, as Acquiring Funds, and Nuveen CEFs, as Acquired Funds, dated January 19, 2022 . (10)
(14)	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm, is filed herewith.
(15)	Not applicable.
(16)	Powers of Attorney. (11)
(17)	Form of Proxy is filed herein and appears following the Joint Proxy Statement/Prospectus constituting Part A of the Registration Statement.
(18)	Filing Fee Table is filed herewith.

• To be filed by amendment.

(1) Filed on March 29, 2018 as an exhibit to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-224036 and 811-21809) and incorporated by reference herein.

(2) Filed on March 6, 2024 as an exhibit to the Registrant’s Form 8-K (File No. 811-21809) and incorporated by reference herein.

(3) Filed on November 16, 2017 as an exhibit to Post-Effective Amendment No. 1 to Nuveen California AMT-Free Quality Municipal Income Fund’s Registration Statement on Form N-2 (File Nos. 333-184971 and 811-21212) and incorporated by reference herein.

(4) Filed on September 1, 2020 as an exhibit to Post-Effective Amendment No. 1 to Nuveen AMT-Free Municipal Value Fund’s Registration Statement on Form N-2 (File Nos. 333-223524 and 811-22253) and incorporated by reference herein.

(5) Filed on July 29, 2025 as an exhibit to Post-Effective Amendment No. 5 to Nuveen Enhanced High Yield Municipal Bond Fund’s Registration Statement on Form N-2 (File Nos. 333-231722 and 811-23445) and incorporated by reference herein.

(6) Filed on November 25, 2022 as an exhibit to Post-Effective Amendment No. 85 to Nushares ETF Trust’s Registration Statement on Form N-1A (File Nos. 333-212032 and 811-23161) and incorporated by reference herein.

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(7) Filed on June 6, 2018 as an exhibit to Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-224036 and 811-21809) and incorporated by reference herein.

(8) Filed on July 23, 2021 as an exhibit to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-237421 and 811-21809) and incorporated by reference herein.

(9) Filed on December 29, 2022 as an exhibit to Post-Effective Amendment No. 81 to Nuveen Investment Trust V’s Registration Statement on Form N-1A (File Nos. 333-138592 and 811-21979) and incorporated herein by reference.

(10) Filed on May 12, 2023 as an exhibit to Nuveen California Select Tax Free Income Portfolio’s Registration Statement on Form N-2 (File Nos. 333-271871 and 811-06623) and incorporated herein by reference.

(11) Filed on October 20, 2025 as an exhibit to the Registrant's Registration Statement on Form N-14 (File No. 333-290975) and incorporated by reference herein.

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Item 17. Undertakings

(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

(3) The undersigned Registrant agrees that an executed opinion of counsel supporting the tax matters discussed in the Joint Proxy Statement/Prospectus will be filed with the Securities and Exchange Commission following the closing of the Mergers.

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SIGNATURES

As required by the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Chicago and the State of Illinois, on the 22nd day of December, 2025.

NUVEEN S&P 500 DYNAMIC OVERWRITE FUND
By:	/s/ Mark L. Winget
	Mark L. Winget Vice President and Secretary

As required by the Securities Act of 1933, this Registrant’s registration statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Capacity	Date
/s/ David J. Lamb	Chief Administrative Officer	December 22, 2025
David J. Lamb	(principal executive officer)
/s/ Mark Cardella	Vice President and Controller	December 22, 2025
Mark Cardella	(principal financial and accounting officer)
	Chair of the Board and Trustee	By:	/s/ Mark L. Winget
Robert L. Young*			Mark L. Winget Attorney-in-Fact December 22 , 2025
	Trustee
Joseph A. Boateng*
	Trustee
Michael A. Forrester*
	Trustee
Thomas J. Kenny*
	Trustee
Amy B.R. Lancellotta*
	Trustee
Joanne T. Medero*
	Trustee
Albin F. Moschner*
	Trustee
John K. Nelson*
	Trustee
Loren M. Starr*

Field: Page; Sequence: 15; Value: 1

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Matthew Thornton III*
Trustee
Terence J. Toth*
Trustee
Margaret L. Wolff*

• An original power of attorney authorizing, among others, Mark L. Winget to execute this registration statement, and amendments thereto, for each of the trustees of the Registrant on whose behalf this registration statement is filed, has been incorporated by reference herein.

Field: Page; Sequence: 16; Value: 1

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EXHIBIT INDEX

Exhibit No.	Name of Exhibit
(11)	Opinion and Consent of Counsel
(14)	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm
(18)	Calculation of Filing Fee Tables

Field: Page; Sequence: 17; Value: 1

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