JPG / - SEC申報文件,年度報告,委任書

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LEI 549300OISXORNCZINQ77
CIK 1338561
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to
SEC Filings (Chronological Order)
本頁面提供了一個完整的、按時間順序排列的美國證券交易委員會(SEC)申報文件列表,不包括我們在其他地方提供的所有權申報。
January 29, 2026 425

Filed by Nuveen S&P 500 Dynamic Overwrite Fund

Filed by Nuveen S&P 500 Dynamic Overwrite Fund (Commission File No. 333-290975) pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934, as amended Subject Company: Nuveen Dow 30SM Dynamic Overwrite Fund (Commission File No. 811-22970) Nuveen Dow 30SM Dynamic Overwrite Fund (DIAX) Nuveen S&P 500 Buy-Write

January 29, 2026 425

Filed by Nuveen S&P 500 Dynamic Overwrite Fund

Filed by Nuveen S&P 500 Dynamic Overwrite Fund (Commission File No. 333-290975) pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934, as amended Subject Company: Nuveen S&P 500 Buy-Write Income Fund (Commission File No. 811-21619) Nuveen Dow 30SM Dynamic Overwrite Fund (DIAX) Nuveen S&P 500 Buy-Write In

January 13, 2026 425

RESPONSE NEEDED

PO Box 43131 Providence, RI 02940-3131 Filed by Nuveen S&P 500 Dynamic Overwrite Fund (Commission File No.

January 13, 2026 425

RESPONSE NEEDED

PO Box 43131 Providence, RI 02940-3131 Filed by Nuveen S&P 500 Dynamic Overwrite Fund (Commission File No.

December 29, 2025 424B3

Filed Pursuant to Rule 424(b)(3) Registration No. 333-290975 IMPORTANT NOTICE TO SHAREHOLDERS OF NUVEEN DOW 30SM DYNAMIC OVERWRITE FUND (DIAX) NUVEEN S&P 500 BUY-WRITE INCOME FUND (BXMX) AND NUVEEN S&P 500 DYNAMIC OVERWRITE FUND (SPXX) (EACH, A “FUND

Filed Pursuant to Rule 424(b)(3) Registration No. 333-290975 IMPORTANT NOTICE TO SHAREHOLDERS OF NUVEEN DOW 30SM DYNAMIC OVERWRITE FUND (DIAX) NUVEEN S&P 500 BUY-WRITE INCOME FUND (BXMX) AND NUVEEN S&P 500 DYNAMIC OVERWRITE FUND (SPXX) (EACH, A “FUND” AND TOGETHER, THE “FUNDS”) DECEMBER 23, 2025 Although we recommend that you read the complete Joint Proxy Statement/Prospectus, for your convenience

December 22, 2025 EX-99.14

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

NUVEEN S&P 500 DYNAMIC OVERWRITE FUND N-14 8C/A Exhibit (14) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form N-14 of Nuveen S&P 500 Dynamic Overwrite Fund of our report dated February 27, 2025, relating to the financial statements and financial highlights which appears in Nuveen Dow 30 Dynamic Overwrite Fund, Nuveen S&P 500 Buy-Write Income Fund and Nuveen S&P 500 Dynamic Overwrite Fund’s Certified Shareholder Report on Form N-CSR for the year ended December 31, 2024.

December 22, 2025 N-14 8C/A

As filed with the Securities and Exchange Commission on December 22, 2025

As filed with the Securities and Exchange Commission on December 22, 2025 File No.

December 22, 2025 EX-99.11

NUVEEN S&P 500 DYNAMIC OVERWRITE FUND N-14 8C/A

NUVEEN S&P 500 DYNAMIC OVERWRITE FUND N-14 8C/A Exhibit (11) December 19, 2025 Nuveen S&P 500 Dynamic Overwrite Fund 333 West Wacker Drive Chicago, Illinois 60606 RE: Nuveen S&P 500 Dynamic Overwrite Fund Ladies and Gentlemen: We have acted as special Massachusetts counsel to Nuveen S&P 500 Dynamic Overwrite Fund, a Massachusetts business trust (the “Acquiring Fund”), in connection with the pre-effective amendment to the Acquiring Fund’s Registration Statement on Form N-14 to be filed with the Securities and Exchange Commission (the “Commission”) on or about December 19, 2025 (the “Registration Statement”), with respect to the Acquiring Fund’s common shares of beneficial interest, $.

December 22, 2025 EX-FILING FEES

Calculation of Filing Fee Tables Form N-14 (Form Type) Nuveen S&P 500 Dynamic Overwrite Fund (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

NUVEEN S&P 500 DYNAMIC OVERWRITE FUND N-14 8C/A Exhibit (18) Calculation of Filing Fee Tables Form N-14 (Form Type) ………………………………………… Nuveen S&P 500 Dynamic Overwrite Fund (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common Shares of Beneficial Interest, $0.

October 20, 2025 EX-99.16

Nuveen S&P 500 Dynamic Overwrite Fund POWER OF ATTORNEY

NUVEEN S&P 500 DYNAMIC OVERWRITE FUND N-14 8C Exhibit (16) Nuveen S&P 500 Dynamic Overwrite Fund POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a trustee of the above-referenced organization, hereby constitutes and appoints MARK J.

October 20, 2025 EX-FILING FEES

Calculation of Filing Fee Tables Form N-14 (Form Type) Nuveen S&P 500 Dynamic Overwrite Fund (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

NUVEEN S&P 500 DYNAMIC OVERWRITE FUND N-14 8C Exhibit (18) Calculation of Filing Fee Tables Form N-14 (Form Type) Nuveen S&P 500 Dynamic Overwrite Fund (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common Shares of Beneficial Interest, $0.

October 20, 2025 N-14 8C

As filed with the Securities and Exchange Commission on October 20, 2025

As filed with the Securities and Exchange Commission on October 20, 2025 File No. 333-[] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ☐ Pre-Effective Amendment No. ☐ Post-Effective Amendment No. NUVEEN S&P 500 DYNAMIC OVERWRITE FUND (Exact Name of Registrant as Specified in Charter) 333 West Wacker Drive C

October 20, 2025 EX-99.14

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

NUVEEN S&P 500 DYNAMIC OVERWRITE FUND N-14 8C Exhibit (14) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form N-14 of Nuveen S&P 500 Dynamic Overwrite Fund of our report dated February 27, 2025, relating to the financial statements and financial highlights which appears in Nuveen Dow 30 Dynamic Overwrite Fund, Nuveen S&P 500 Buy-Write Income Fund and Nuveen S&P 500 Dynamic Overwrite Fund’s Certified Shareholder Report on Form N-CSR for the year ended December 31, 2024.

May 30, 2025 424B3

Nuveen S&P 500 Dynamic Overwrite Fund (NYSE: SPXX) (the “Fund”) Supplement Dated May 30, 2025 to the Fund’s Currently Effective Prospectus and Statement of Additional Information (“SAI”)

Filed Pursuant to Rule 424(b)(3) Registration No. 333-281040 Nuveen S&P 500 Dynamic Overwrite Fund (NYSE: SPXX) (the “Fund”) Supplement Dated May 30, 2025 to the Fund’s Currently Effective Prospectus and Statement of Additional Information (“SAI”) Nazar Suschko has been named a portfolio manager of the Fund, effective May 30, 2025. Accordingly, the following disclosure is hereby added under the he

March 25, 2025 424B2

4,235,232 COMMON SHARES $0.01 PAR VALUE PER SHARE Nuveen S&P 500 Dynamic Overwrite Fund

Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-281040 PROSPECTUS SUPPLEMENT (To Prospectus dated March 25, 2025) 4,235,232 COMMON SHARES $0.01 PAR VALUE PER SHARE Nuveen S&P 500 Dynamic Overwrite Fund Nuveen S&P 500 Dynamic Overwrite Fund (the “Fund”), a diversified, closed-end management investment company, is offering up to 4,235,232 of its common shares, $0.01 par value per sha

March 18, 2025 CORRESP

Pennsylvania • New Jersey • Delaware • DC • New York • Illinois • California A Pennsylvania Limited Liability Partnership

Stradley Ronon Stevens & Young, LLP 2005 Market Street, Suite 2600 Philadelphia, PA 19103 Telephone 215.

March 13, 2025 CORRESP

Pennsylvania • New Jersey • Delaware • DC • New York • Illinois • California A Pennsylvania Limited Liability Partnership

Stradley Ronon Stevens & Young, LLP 2005 Market Street, Suite 2600 Philadelphia, PA 19103 Telephone 215.

March 4, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

July 25, 2024 SC 13G

SPXX / Nuveen S&P 500 Dynamic Overwrite Fund / FIRST TRUST PORTFOLIOS LP - SCHEDULE 13G Passive Investment

UNITED STATES* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Nuveen S&P 500 Dynamic Overwrite Fund - (Name of Issuer) Common - (Title of Class of Securities) 6706EW100 - (CUSIP Number) June 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t

July 25, 2024 EX-99.1

SPXX / Nuveen S&P 500 Dynamic Overwrite Fund / FIRST TRUST PORTFOLIOS LP - JOINT FILING AGREEMENT

Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the complete

June 18, 2024 424B3

Nuveen S&P 500 Dynamic Overwrite Fund (NASDAQ: SPXX) (the “Fund”) Supplement Dated June 18, 2024 to the Fund’s Currently Effective Prospectus

Nuveen S&P 500 Dynamic Overwrite Fund (NASDAQ: SPXX) (the “Fund”) Supplement Dated June 18, 2024 to the Fund’s Currently Effective Prospectus Effective June 18, 2024, Lei Liao has retired and is no longer a portfolio manager of the Fund.

May 20, 2024 424B3

Nuveen S&P 500 Dynamic Overwrite Fund (nyse: SPXX) (the “Fund”) Supplement Dated May 20, 2024 to the Fund’s Currently Effective Prospectus

Nuveen S&P 500 Dynamic Overwrite Fund (nyse: SPXX) (the “Fund”) Supplement Dated May 20, 2024 to the Fund’s Currently Effective Prospectus Effective May 1, 2024, the information appearing under the heading “Management of the Fund – Investment Management and Sub-Advisory Agreements – Complex-Level Fee” of the Prospectus is hereby deleted and replaced with the following: Complex-Level Fee.

March 6, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2024 (February 28, 2024) Nuveen S&P 500 Dynamic Overwrite Fund (Exact name of registrant as specified in its charter) Massachusetts 811-21809 20-3622755 (State or other juris

February 27, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

January 2, 2024 424B3

NUVEEN PREFERRED & INCOME OPPORTUNITIES FUND (NYSE: JPC) NUVEEN MUNICIPAL CREDIT OPPORTUNITIES FUND (NYSE: NMCO) NUVEEN NASDAQ 100 DYNAMIC OVERWRITE FUND (NASDAQ: QQQX) NUVEEN S&P 500 DYNAMIC OVERWRITE FUND (NYSE: SPXX) (EACH, A “FUND”) SUPPLEMENT DA

Filed Pursuant to Rule 424(b)(3) File No. 333-254473 File No. 333-254678 File No. 333-255685 File No. 333-237421 NUVEEN PREFERRED & INCOME OPPORTUNITIES FUND (NYSE: JPC) NUVEEN MUNICIPAL CREDIT OPPORTUNITIES FUND (NYSE: NMCO) NUVEEN NASDAQ 100 DYNAMIC OVERWRITE FUND (NASDAQ: QQQX) NUVEEN S&P 500 DYNAMIC OVERWRITE FUND (NYSE: SPXX) (EACH, A “FUND”) SUPPLEMENT DATED JANUARY 2, 2024 TO EACH FUND’S ST

October 13, 2023 424B3

NUVEEN PREFERRED & INCOME OPPORTUNITIES FUND (NYSE: JPC) NUVEEN PREFERRED & INCOME SECURITIES FUND (NYSE: JPS) NUVEEN MUNICIPAL CREDIT OPPORTUNITIES FUND (NYSE: NMCO) NUVEEN NASDAQ 100 DYNAMIC OVERWRITE FUND (NASDAQ: QQQX) NUVEEN S&P 500 DYNAMIC OVER

Filed Pursuant to Rule 424(b)(3) File No. 333-254473 File No. 333-254472 File No. 333-254678 File No. 333-255685 File No. 333-237421 NUVEEN PREFERRED & INCOME OPPORTUNITIES FUND (NYSE: JPC) NUVEEN PREFERRED & INCOME SECURITIES FUND (NYSE: JPS) NUVEEN MUNICIPAL CREDIT OPPORTUNITIES FUND (NYSE: NMCO) NUVEEN NASDAQ 100 DYNAMIC OVERWRITE FUND (NASDAQ: QQQX) NUVEEN S&P 500 DYNAMIC OVERWRITE FUND (NYSE:

October 13, 2023 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 13, 2023 (October 13, 2023) Nuveen S&P 500 Dynamic Overwrite Fund (Exact name of registrant as specified in its charter) Massachusetts 811-21809 20-3622755 (State or other jur

May 9, 2023 CORRESP

[CHAPMAN AND CUTLER LLP LETTERHEAD] May 9, 2023

[CHAPMAN AND CUTLER LLP LETTERHEAD] May 9, 2023 VIA EDGAR CORRESPONDENCE Megan F. Miller United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: SOX Review for Nuveen Fund Advisors, LLC (File numbers listed in Exhibit A) Dear Ms. Miller: This letter responds to comments provided by the staff of the Securities and Exchange Commission (the “Staff”) via telephon

March 30, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Nuveen S&P 500 Dynamic Overwrite Fund UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

February 10, 2023 EX-99.1

EX-99.1

Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the complete

February 10, 2023 SC 13G/A

SPXX / Nuveen S&P 500 Dynamic Overwrite Fund / FIRST TRUST PORTFOLIOS LP - AMENDED SCHEDULE 13G Passive Investment

UNITED STATES* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Nuveen S&P 500 Dynamic Overwrite Fund - (Name of Issuer) Common - (Title of Class of Securities) 6706EW100 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

November 23, 2022 NPORT-EX

- (2.7)%(6)

NPORT-EX 2 tiaaSPXX.htm 1 Nuveen S&P 500 Dynamic Overwrite Fund Portfolio of Investments September 30, 2022 (Unaudited) SPXX Shares Description (1) Value LONG-TERM INVESTMENTS - 99.9% X 247,044,206 COMMON STOCKS - 98.1% X 247,044,206 Aerospace & Defense - 1.7% 5,621 Boeing Co/The (2) $ 680,591 1,033 BWX Technologies Inc 52,032 716 Curtiss-Wright Corp 99,639 793 HEICO Corp 114,176 3,921 Lockheed Ma

September 30, 2022 424B3

NUVEEN NASDAQ 100 DYNAMIC OVERWRITE FUND (NASDAQ: QQQX) NUVEEN S&P 500 DYNAMIC OVERWRITE FUND (NYSE: SPXX) (EACH, A “FUND”) SUPPLEMENT DATED SEPTEMBER 30, 2022 TO EACH FUND’S STATEMENT OF ADDITIONAL INFORMATION (“SAI”)

424B3 1 d392624d424b3.htm NUVEEN S&P 500 DYNAMIC OVERWRITE FUND Filed Pursuant to Rule 424(b)(3) File No. 333-255685 File No. 333-237421 NUVEEN NASDAQ 100 DYNAMIC OVERWRITE FUND (NASDAQ: QQQX) NUVEEN S&P 500 DYNAMIC OVERWRITE FUND (NYSE: SPXX) (EACH, A “FUND”) SUPPLEMENT DATED SEPTEMBER 30, 2022 TO EACH FUND’S STATEMENT OF ADDITIONAL INFORMATION (“SAI”) Nuveen Nasdaq 100 Dynamic Overwrite Fund SAI

May 27, 2022 NPORT-EX

NPORT-EX

1 Nuveen S&P 500 Dynamic Overwrite Fund Portfolio of Investments March 31, 2022 (Unaudited) SPXX Shares Description (1) Value LONG-TERM INVESTMENTS - 101.

March 8, 2022 424B3

NUVEEN S&P 500 DYNAMIC OVERWRITE FUND (NYSE: SPXX) (THE “FUND”) SUPPLEMENT DATED MARCH 8, 2022 TO THE FUND’S PROSPECTUS DATED JULY 28, 2021

Nuveen S&P 500 Dynamic Overwrite Fund Filed Pursuant to Rule 424(b)(3) File No. 333-237421 NUVEEN S&P 500 DYNAMIC OVERWRITE FUND (NYSE: SPXX) (THE “FUND”) SUPPLEMENT DATED MARCH 8, 2022 TO THE FUND’S PROSPECTUS DATED JULY 28, 2021 Effective immediately, the following language is added to the end of the section titled “Special Risk Considerations – General Risks – Global Economic Risk” in the Fund’

February 25, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 d35610d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2022 (February 24, 2022) NUVEEN S&P 500 DYNAMIC OVERWRITE FUND (Exact name of registrant as specified in its charter) Massachusetts 811-21809 20-3

February 25, 2022 EX-3.1

Amendment No. 1 to Amended and Restated By-Laws

Exhibit 3.1 AMENDMENT NO. 1 TO THE AMENDED AND RESTATED BY-LAWS OF NUVEEN CLOSED-END FUNDS ORGANIZED AS MASSACHUSETTS BUSINESS TRUSTS This Amendment No. 1 (this ?Amendment?) to the By-Laws of Nuveen Closed-End Funds organized as Massachusetts business trusts, amended and restated as of October 5, 2020 (the ?By-Laws?) and applicable to each Nuveen Closed-End Fund listed on Exhibit A to the By-Laws

February 25, 2022 EX-99.1

Certain Nuveen Closed-End Funds Announce Board’s Approval of Suspension of Previously Adopted Control Share By-Law Board Intends to Appeal U.S. District Court’s Recent Ruling

Exhibit 99.1 Certain Nuveen Closed-End Funds Announce Board?s Approval of Suspension of Previously Adopted Control Share By-Law Board Intends to Appeal U.S. District Court?s Recent Ruling Nuveen AMT-Free Municipal Credit Income Fund (NYSE: NVG), Nuveen AMT-Free Municipal Value Fund (NYSE: NUW), Nuveen AMT-Free Quality Municipal Income Fund (NYSE: NEA), Nuveen Arizona Quality Municipal Income Fund

February 24, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 d282147ddef14a.htm NUVEEN S&P 500 DYNAMIC OVERWRITE FUND UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement. ☐ Confidential, for U

January 21, 2022 EX-99.1

EX-99.1

Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the complete

January 21, 2022 SC 13G/A

SPXX / Nuveen S&P 500 Dynamic Overwrite Fund / FIRST TRUST PORTFOLIOS LP - AMENDED SCHEDULE 13G Passive Investment

UNITED STATES* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Nuveen S&P 500 Dynamic Overwrite Fund - (Name of Issuer) Common - (Title of Class of Securities) 6706EW100 - (CUSIP Number) December 31, 2021 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

November 24, 2021 NPORT-EX

Nuveen S&P 500 Dynamic Overwrite Fund

SPXX Nuveen S&P 500 Dynamic Overwrite Fund Portfolio of Investments September 30, 2021 (Unaudited) Shares Description (1) Value LONG-TERM INVESTMENTS – 99.

August 6, 2021 424B3

NUVEEN S&P 500 DYNAMIC OVERWRITE FUND (NYSE: SPXX) (THE “FUND”) SUPPLEMENT DATED AUGUST 6, 2021 TO THE FUND’S PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION (“SAI”) DATED JULY 28, 2021

Nuveen S&P 500 Dynamic Overwrite Fund Filed Pursuant to Rule 424(b)(3) File No. 333-237421 NUVEEN S&P 500 DYNAMIC OVERWRITE FUND (NYSE: SPXX) (THE “FUND”) SUPPLEMENT DATED AUGUST 6, 2021 TO THE FUND’S PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION (“SAI”) DATED JULY 28, 2021 Effective August 6, 2021, the Fund’s Board of Trustees has eliminated the following investment policy with respect to th

July 28, 2021 424B2

4,993,317 Common Shares Nuveen S&P 500 Dynamic Overwrite Fund

Table of Contents Filed Pursuant to Rule 424(b)(2) File No. 333-237421 PROSPECTUS 4,993,317 Common Shares Nuveen S&P 500 Dynamic Overwrite Fund Nuveen S&P 500 Dynamic Overwrite Fund (the ?Fund?) is a diversified, closed-end management investment company. The Fund?s investment objective is to seek attractive total return with less volatility than the S&P 500 Index. The Fund cannot assure you that i

July 14, 2021 CORRESP

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

Kathleen M. Macpeak +1.202.373.6149 [email protected] July 13, 2021 Elisabeth Bentzinger U.S. Securities and Exchange Commission Division of Investment Management 100 F Street NE Washington, DC 20549 Re: Nuveen S&P 500 Dynamic Overwrite Fund (the ?Fund?) File Nos. 333-237421 and 811-21809 Dear Ms. Bentzinger: The purpose of this letter and attached exhibit is to respond to comments

July 13, 2021 CORRESP

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

Kathleen M. Macpeak +1.202.373.6149 [email protected] July 13, 2021 Elisabeth Bentzinger U.S. Securities and Exchange Commission Division of Investment Management 100 F Street NE Washington, DC 20549 Re: Nuveen S&P 500 Dynamic Overwrite Fund (the ?Fund?) File Nos. 333-237421 and 811-21809 Dear Ms. Bentzinger: The purpose of this letter and attached exhibit is to respond to comments

May 27, 2021 NPORT-EX

Nuveen S&P 500 Dynamic Overwrite Fund

NPORT-EX 2 SPXX.htm SPXX Nuveen S&P 500 Dynamic Overwrite Fund Portfolio of Investments March 31, 2021 (Unaudited) Shares Description  , (1) Value LONG-TERM INVESTMENTS – 101.1% COMMON STOCKS – 98.6% Aerospace & Defense – 1.8% 7,744 Boeing Co, (2) $1,972,552 3,921 Lockheed Martin Corp 1,448,809 23,937 Raytheon Technologies Corp 1,849,612 Total Aerospace & Defense 5,270,973 Air Freight & Logistics 

April 9, 2021 CORRESP

APPENDIX A Registrant Series/Fund Name CIK File Number Series ID Annual Report Reviewed 1 Nuveen Core Equity Alpha Fund Nuveen Core Equity Alpha Fund 0001385763 811-22003 CEF0001187 12/31/2019 2 Nuveen Diversified Dividend and Income Fund Nuveen Dive

April 9, 2021 Ms. Megan Miller U.S. Securities and Exchange Commission Division of Investment Management, Disclosure Review & Accounting Office 100 F Street N.E. Washington DC 20549 Nuveen Closed-End and Open-End Funds – Sarbanes Oxley Review Dear Ms. Miller, This letter addresses the comments you provided in a telephone discussion on March 5, 2021, regarding reviews performed by the staff of the

March 4, 2021 DEF 14A

- NUVEEN S&P 500 DYNAMIC OVERWRITE FUND

DEF 14A 1 d75749ddef14a.htm NUVEEN S&P 500 DYNAMIC OVERWRITE FUND UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement. ☐ Confidential, for Us

January 19, 2021 SC 13G/A

AMENDED SCHEDULE 13G

UNITED STATES* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Nuveen S&P 500 Dynamic Overwrite Fund - (Name of Issuer) Common - (Title of Class of Securities) 6706EW100 - (CUSIP Number) December 31, 2020 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

January 19, 2021 EX-99.1

EX-99.1

EX-99.1 2 ex993.txt JOINT FILING AGREEMENT Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but n

November 27, 2020 NPORT-EX

Nuveen S&P 500 Dynamic Overwrite Fund

SPXX Nuveen S&P 500 Dynamic Overwrite Fund Portfolio of Investments September 30, 2020 (Unaudited) Shares Description (1) Value LONG-TERM INVESTMENTS – 100.

October 26, 2020 CORRESP

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

Kathleen M. Macpeak +1.202.373.6149 [email protected] October 26, 2020 Elisabeth Bentzinger U.S. Securities and Exchange Commission Division of Investment Management 100 F Street NE Washington, DC 20549 Re: Nuveen S&P 500 Dynamic Overwrite Fund (the ?Fund?) File Nos. 333-237421 and 811-21809 Dear Ms. Bentzinger: The purpose of this letter and attached exhibit is to respond to commen

October 6, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2020 (October 5, 2020) NUVEEN S&P 500 DYNAMIC OVERWRITE FUND (Exact name of registrant as specified in its charter) Massachusetts 811-21809 20-3622755 (State or other j

October 6, 2020 EX-99.1

Advance Notice Deadlines Non-14a-8 Deadline Fund 14a-8 Deadline Earliest Date Latest Date Nuveen AMT-Free Municipal Credit Income Fund (NVG) March 2, 2021 April 1, 2021 April 16, 2021 Nuveen AMT-Free Municipal Value Fund (NUW) March 2, 2021 April 1,

EX-99.1 Exhibit 99.1 Certain Nuveen Closed-End Funds Announce the Board’s Approval of Amended and Restated By-Laws of the Funds Nuveen AMT-Free Municipal Credit Income Fund (NYSE: NVG), Nuveen AMT-Free Municipal Value Fund (NYSE: NUW), Nuveen AMT-Free Quality Municipal Income Fund (NYSE: NEA), Nuveen Arizona Quality Municipal Income Fund (NYSE: NAZ), Nuveen California AMT-Free Quality Municipal In

October 6, 2020 EX-3.1

Amended and Restated By-Laws

EX-3.1 Exhibit 3.1 BY-LAWS OF NUVEEN CLOSED-END FUNDS ORGANIZED AS MASSACHUSETTS BUSINESS TRUSTS (Amended and Restated as of October 5, 2020) ARTICLE I DECLARATION OF TRUST AND OFFICES Section 1.1 The Trust; Declaration of Trust. These are the By-Laws of each Nuveen Closed-End Fund listed on Exhibit A, each a Massachusetts business trust established by its own Declaration of Trust (each such fund

May 29, 2020 NPORT-EX

Nuveen S&P 500 Dynamic Overwrite Fund

SPXX Nuveen S&P 500 Dynamic Overwrite Fund Portfolio of Investments March 31, 2020 (Unaudited) Shares Description (1) Value LONG-TERM INVESTMENTS – 103.

April 2, 2020 DEFA14A

SPXX / Nuveen S&P 500 Dynamic Overwrite Fund DEFA14A - - NUVEEN S&P 500 DYNAMIC OVERWRITE FUND

Nuveen S&P 500 Dynamic Overwrite Fund UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 2, 2020 DEF 14A

SPXX / Nuveen S&P 500 Dynamic Overwrite Fund DEF 14A - - NUVEEN S&P 500 DYNAMIC OVERWRITE FUND

Nuveen S&P 500 Dynamic Overwrite Fund UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

January 22, 2020 SC 13G

SPXX / Nuveen S&P 500 Dynamic Overwrite Fund / FIRST TRUST PORTFOLIOS LP - SCHEDULE 13G Passive Investment

UNITED STATES* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Nuveen S&P 500 Dynamic Overwrite Fund - (Name of Issuer) Common - (Title of Class of Securities) 6706EW100 - (CUSIP Number) December 31, 2019 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

January 22, 2020 EX-99.1

EX-99.1

EX-99.1 2 ex993.txt JOINT FILING AGREEMENT Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but n

November 29, 2019 NPORT-EX

SPXX / Nuveen S&P 500 Dynamic Overwrite Fund NPORT-EX - -

SPXX Nuveen S&P 500 Dynamic Overwrite Fund Portfolio of Investments September 30, 2019 (Unaudited) Shares Description (1) Value LONG-TERM INVESTMENTS – 100.

May 30, 2019 NPORT-EX

SPXX / Nuveen S&P 500 Dynamic Overwrite Fund NPORT-EX - -

NPORT-EX 1 SPXX.htm SPXX Nuveen S&P 500 Dynamic Overwrite Fund Portfolio of Investments March 31, 2019 (Unaudited) Shares Description (1) Value LONG-TERM INVESTMENTS – 100.6% COMMON STOCKS – 100.3% Aerospace & Defense – 2.9% 8,767 Boeing Company $ 3,343,909 4,453 Lockheed Martin Corporation 1,336,612 6,295 Raytheon Company 1,146,194 12,030 United Technologies Corporation, (2) 1,550,547 Total Aeros

April 30, 2019 EX-99.R.1

TERMS WITH SPECIAL MEANINGS (continued) Independent Director Any director or trustee of an Affiliated Fund who is not an “interested person” within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended. Managed Account Any

Code of Ethics and Reporting Requirements Nuveen Compliance | 1 July 2018 Code of Ethics SUMMARY AND SCOPE What the Code is about Helping to ensure that Nuveen personnel place the interests of Nuveen clients ahead of their own personal interests.

April 30, 2019 EX-99.L.2

April 30, 2019

Consent of Morgan, Lewis & Bockius LLP April 30, 2019 Nuveen S&P 500 Dynamic Overwrite Fund 333 West Wacker Drive Chicago, IL 60606 Re: Nuveen S&P 500 Dynamic Overwrite Fund (SPXX) (File No.

April 30, 2019 EX-99.N

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-99.N 3 d722480dex99n.htm CONSENT OF PRICEWATERHOUSECOOPERS LLP CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form N-2 of Nuveen S&P 500 Dynamic Overwrite Fund of our report dated February 28, 2019, relating to the financial statements and financial highlights, which appears in Nuveen S&P 500 Dynamic

April 30, 2019 486BPOS

SPXX / Nuveen S&P 500 Dynamic Overwrite Fund 486BPOS NUVEEN S&P 500 DYNAMIC OVERWRITE FUND

Nuveen S&P 500 Dynamic Overwrite Fund As filed with the U.S. Securities and Exchange Commission on April 30, 2019 1933 Act File No. 333-224036 1940 Act File No. 811-21809 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form N-2 (Check appropriate box or boxes) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ☒ Pre-Effective Amendment No. ☐ Post-Effective Amendment No. 1 ☒ and

April 30, 2019 EX-99.R.2

Nuveen Funds Code of Ethics for the Independent Trustees

Code of Ethics for the Independent Trustees of Nuveen Funds Nuveen Funds Code of Ethics for the Independent Trustees I.

April 30, 2019 EX-99.S

NUVEEN CLOSED-END FUNDS POWER OF ATTORNEY

EX-99.S 6 d722480dex99s.htm POWERS OF ATTORNEY NUVEEN CLOSED-END FUNDS POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENT, that the undersigned, in her capacity as a director/trustee of the above-referenced organizations listed on Appendix A hereto (the “Funds”), hereby constitutes and appoints MARK CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, CHRISTOPHER M. ROHRBACHER, MARK L. WINGET, GIFFO

February 26, 2019 DEF 14A

SPXX / Nuveen S&P 500 Dynamic Overwrite Fund NUVEEN S&P 500 DYNAMIC OVERWRITE FUND

Nuveen S&P 500 Dynamic Overwrite Fund UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

January 16, 2019 EX-99.1

EX-99.1

EX-99.1 2 ex993.txt JOINT FILING AGREEMENT Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but n

January 16, 2019 SC 13G/A

SPXX / Nuveen S&P 500 Dynamic Overwrite Fund / FIRST TRUST PORTFOLIOS LP - AMENDED SCHEDULE 13G Passive Investment

UNITED STATES* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 12)* Nuveen S&P 500 Dynamic Overwrite Fund - (Name of Issuer) Common - (Title of Class of Securities) 6706EW100 - (CUSIP Number) December 31, 2018 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

November 29, 2018 N-Q

SPXX / Nuveen S&P 500 Dynamic Overwrite Fund NUVEEN S&P 500 DYNAMIC OVERWRITE FUND (Quarterly Schedule of Portfolio Holdings)

Nuveen S&P 500 Dynamic Overwrite Fund UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-21809 Nuveen S&P 500 Dynamic Overwrite Fund (Exact name of registrant as specified in charter) 333 West Wacker Drive, Chicago, Illinois 60606 (Address of principal executive offices) (Zip code) Gifford R.

November 29, 2018 EX-99.CERT

CERTIFICATIONS

Certifications Exhibit 99.CERT CERTIFICATIONS I, Cedric H. Antosiewicz, certify that: 1. I have reviewed this report on Form N-Q of Nuveen S&P 500 Dynamic Overwrite 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

November 9, 2018 SC 13G/A

SPXX / Nuveen S&P 500 Dynamic Overwrite Fund / FIRST TRUST PORTFOLIOS LP - AMENDED SCHEDULE 13G Passive Investment

UNITED STATES* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 11)* Nuveen S&P 500 Dynamic Overwrite Fund - (Name of Issuer) Common - (Title of Class of Securities) 6706EW100 - (CUSIP Number) October 31, 2018 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

November 9, 2018 EX-99.1

EX-99.1

Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the complete

June 12, 2018 CORRESP

SPXX / Nuveen S&P 500 Dynamic Overwrite Fund CORRESP

Nuveen S&P 500 Dynamic Overwrite Fund Nuveen Investments 333 West Wacker Drive Chicago, IL 60606 P 312.

May 30, 2018 N-Q

SPXX / Nuveen S&P 500 Dynamic Overwrite Fund NUVEEN S&P 500 DYNAMIC OVERWRITE FUND (Quarterly Schedule of Portfolio Holdings)

Nuveen S&P 500 Dynamic Overwrite Fund UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-21809 Nuveen S&P 500 Dynamic Overwrite Fund (Exact name of registrant as specified in charter) 333 West Wacker Drive, Chicago, Illinois 60606 (Address of principal executive offices) (Zip code) Gifford R.

May 30, 2018 EX-99.CERT

CERTIFICATIONS

EX-99.CERT 2 d544043dex99cert.htm CERTIFICATIONS Exhibit 99.CERT CERTIFICATIONS I, Cedric H. Antosiewicz, certify that: 1. I have reviewed this report on Form N-Q of Nuveen S&P 500 Dynamic Overwrite 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 circumstance

May 16, 2018 CORRESP

SPXX / Nuveen S&P 500 Dynamic Overwrite Fund CORRESP

Nuveen S&P 500 Dynamic Overwrite Fund Kathleen M. Macpeak +1.202.373.6149 [email protected] May 16, 2018 Elisabeth Bentzinger Senior Counsel Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Re: Nuveen S&P 500 Dynamic Overwrite Fund (the “Registrant” or the “Fund”) File Nos. 333-224036 and 811-21809 Dear Ms. Bentzinger: The

February 23, 2018 DEF 14A

SPXX / Nuveen S&P 500 Dynamic Overwrite Fund NUVEEN S&P 500 DYNAMIC OVERWRITE FUND

Nuveen S&P 500 Dynamic Overwrite Fund UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

January 18, 2018 SC 13G/A

SPXX / Nuveen S&P 500 Dynamic Overwrite Fund / FIRST TRUST PORTFOLIOS LP - AMENDED SCHEDULE 13G Passive Investment

UNITED STATES* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 10)* Nuveen S&P 500 Dynamic Overwrite Fund - (Name of Issuer) Common - (Title of Class of Securities) 6706EW100 - (CUSIP Number) December 31, 2017 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

January 18, 2018 EX-99.1

EX-99.1

Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the complete

November 29, 2017 EX-99.CERT

Cedric H. Antosiewicz

Certifications Exhibit 99.CERT CERTIFICATIONS I, Cedric H. Antosiewicz, certify that: 1. I have reviewed this report on Form N-Q of Nuveen S&P 500 Dynamic Overwrite 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

November 29, 2017 N-Q

Nuveen S&p 500 Dynamic Overwrite Fund - NUVEEN S&P 500 DYNAMIC OVERWRITE FUND

Nuveen S&P 500 Dynamic Overwrite Fund UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-21809 Nuveen S&P 500 Dynamic Overwrite Fund (Exact name of registrant as specified in charter) 333 West Wacker Drive, Chicago, Illinois 60606 (Address of principal executive offices) (Zip code) Gifford R.

May 30, 2017 N-Q

Nuveen S&p 500 Dynamic Overwrite Fund - NUVEEN S&P 500 DYNAMIC OVERWRITE FUND

Nuveen S&P 500 Dynamic Overwrite Fund UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-21809 Nuveen S&P 500 Dynamic Overwrite Fund (Exact name of registrant as specified in charter) 333 West Wacker Drive, Chicago, Illinois 60606 (Address of principal executive offices) (Zip code) Gifford R.

May 30, 2017 EX-99.CERT

Cedric H. Antosiewicz

Certifications Exhibit 99.CERT CERTIFICATIONS I, Cedric H. Antosiewicz, certify that: 1. I have reviewed this report on Form N-Q of Nuveen S&P 500 Dynamic Overwrite 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

April 12, 2017 144

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 SEC USE ONLY DOCUMENT SEQUENCE NO. CUSIP NUMBER WORK LOCATION ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a mark

February 24, 2017 DEF 14A

Nuveen S&P 500 Dynamic Overwrite Fund NUVEEN S&P 500 DYNAMIC OVERWRITE FUND

DEF 14A 1 d314578ddef14a.htm NUVEEN S&P 500 DYNAMIC OVERWRITE FUND UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement. ☐ Confidential, for U

February 15, 2017 SC 13G/A

SPXX / Nuveen S&P 500 Dynamic Overwrite Fund / EATON VANCE MANAGEMENT - NUVEENSP500DYNAMIC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* (Name of Issuer) Nuveen S&P 500 Dynamic Overwrite Fund Common Stock (Title of Class of Securities) 6706EW100 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

January 17, 2017 SC 13G/A

SPXX / Nuveen S&P 500 Dynamic Overwrite Fund / FIRST TRUST PORTFOLIOS LP - AMENDED SCHEDULE 13G Passive Investment

UNITED STATES* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 9)* Nuveen S&P 500 Dynamic Overwrite Fund - (Name of Issuer) Common - (Title of Class of Securities) 6706EW100 - (CUSIP Number) December 31, 2016 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

January 17, 2017 EX-99.1

EX-99.1

Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the complete

November 29, 2016 N-Q

Nuveen S&P 500 Dynamic Overwrite Fund NUVEEN S&P 500 DYNAMIC OVERWRITE FUND (Quarterly Schedule of Portfolio Holdings)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-21809 Nuveen S&P 500 Dynamic Overwrite Fund (Exact name of registrant as specified in charter) 333 West Wacker Drive, Chicago, Illinois 60606 (Address of principal executive offices) (Zip code) Gifford R.

November 29, 2016 EX-99.CERT

Cedric H. Antosiewicz

Certifications Exhibit 99.CERT CERTIFICATIONS I, Cedric H. Antosiewicz, certify that: 1. I have reviewed this report on Form N-Q of Nuveen S&P 500 Dynamic Overwrite 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

September 9, 2016 EX-99.1

EX-99.1

Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the complete

September 9, 2016 SC 13G/A

SPXX / Nuveen S&P 500 Dynamic Overwrite Fund / FIRST TRUST PORTFOLIOS LP - AMENDED SCHEDULE 13G Passive Investment

UNITED STATES* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8)* Nuveen S&P 500 Dynamic Overwrite Fund - (Name of Issuer) Common - (Title of Class of Securities) 6706EW100 - (CUSIP Number) August 31, 2016 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

May 27, 2016 EX-99.CERT

CERTIFICATIONS

EX-99.CERT 2 d173852dex99cert.htm CERTIFICATIONS Exhibit 99.CERT CERTIFICATIONS I, Gifford R. Zimmerman, certify that: 1. I have reviewed this report on Form N-Q of Nuveen S&P 500 Dynamic Overwrite 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

May 27, 2016 N-Q

Nuveen S&P 500 Dynamic Overwrite Fund NUVEEN S&P 500 DYNAMIC OVERWRITE FUND (Quarterly Schedule of Portfolio Holdings)

N-Q 1 d173852dnq.htm NUVEEN S&P 500 DYNAMIC OVERWRITE FUND UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-21809 Nuveen S&P 500 Dynamic Overwrite Fund (Exact name of registrant as specified in charter) 333 West Wacker Drive, Chicago, Illinois 60

March 10, 2016 DEF 14A

Nuveen S&P 500 Dynamic Overwrite Fund NUVEEN S&P 500 DYNAMIC OVERWRITE FUND

Nuveen S&P 500 Dynamic Overwrite Fund UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 1, 2016 SC 13G/A

SPXX / Nuveen S&P 500 Dynamic Overwrite Fund / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Nuveen S&P 500 Dynamic Overwrite Fund (Name of Issuer) Mutual Fund, Closed-End (Title of Class of Securities) 6706EW100 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

January 28, 2016 SC 13G/A

SPXX / Nuveen S&P 500 Dynamic Overwrite Fund / FIRST TRUST PORTFOLIOS LP - AMENDED SCHEDULE 13G Passive Investment

UNITED STATES* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7)* Nuveen S&P 500 Dynamic Overwrite Fund - (Name of Issuer) Common - (Title of Class of Securities) 6706EW100 - (CUSIP Number) December 31, 2015 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

January 28, 2016 EX-99.1

EX-99.1

EX-99.1 2 ex993.txt JOINT FILING AGREEMENT Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but n

November 27, 2015 EX-99.CERT

CERTIFICATIONS

Certifications Exhibit 99.CERT CERTIFICATIONS I, Gifford R. Zimmerman, certify that: 1. I have reviewed this report on Form N-Q of Nuveen S&P 500 Dynamic Overwrite 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

November 27, 2015 N-Q

Nuveen S&P 500 Dynamic Overwrite Fund NUVEEN S&P DYNAMIC OVERWRITE FUND (Quarterly Schedule of Portfolio Holdings)

N-Q 1 d69331dnq.htm NUVEEN S&P DYNAMIC OVERWRITE FUND UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-21809 Nuveen S&P 500 Dynamic Overwrite Fund (Exact name of registrant as specified in charter) 333 West Wacker Drive, Chicago, Illinois 60606 (

July 21, 2015 CORRESP

Page 1 of 8

July 21, 2015 Mr. Jason P. Fox U.S. Securities and Exchange Commission Division of Investment Management, Insured Investments Office 100 F Street N.E. Washington DC 20549 Re: Nuveen Closed-End and Open-End Funds - Sarbanes Oxley Review Dear Mr. Fox: This letter addresses the comments you provided in a telephone discussion on June 18, 2015, regarding reviews performed by the staff of the U.S. Secur

May 29, 2015 N-Q

Nuveen S&P 500 Dynamic Overwrite Fund N-Q (Quarterly Schedule of Portfolio Holdings)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-21809 Nuveen S&P 500 Dynamic Overwrite Fund (Exact name of registrant as specified in charter) 333 West Wacker Drive, Chicago, Illinois 60606 (Address of principal executive offices) (Zip code) Kevin J.

May 29, 2015 EX-99.CERT

/s/ Gifford R. Zimmerman

Exhibit 99.CERT CERTIFICATIONS I, Gifford R. Zimmerman, certify that: 1. I have reviewed this report on Form N-Q of Nuveen S&P 500 Dynamic Overwrite 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 misle

February 17, 2015 DEF 14A

SPXX / Nuveen S&P 500 Dynamic Overwrite Fund DEF 14A - - NUVEEN S&P 500 DYNAMIC OVERWRITE FUND

Nuveen S&P 500 Dynamic Overwrite Fund UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

February 11, 2015 SC 13G

SPXX / Nuveen S&P 500 Dynamic Overwrite Fund / Invesco Ltd. - NUVEEN S&P 500 DYNAMIC OVERWRITE FUND 12312014 Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(b) AND AMENDMENTS FILED THERETO FILED PURSUANT TO RULE 13D-2(b) Under the Securities Exchange Act of 1934 (Amendment No. )* Nuveen S&P 500 Dynamic Overwrite Fund (Name of Issuer) Common Stock (Title of Classes of Securities) 6706EW100 (CUSIP N

February 11, 2015 EX-99

JOINT FILING AGREEMENT

JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) (l) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of the attached Schedule 13G, and any and all amendments thereto, and expressly authorize Invesco Ltd.

January 27, 2015 SC 13G/A

SPXX / Nuveen S&P 500 Dynamic Overwrite Fund / FIRST TRUST PORTFOLIOS LP - AMENDED SCHEDULE 13G Passive Investment

UNITED STATES* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* Nuveen S&P 500 Dynamic Overwrite Fund - (Name of Issuer) Common - (Title of Class of Securities) 6706EW100 - (CUSIP Number) December 31, 2014 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

January 27, 2015 EX-99.1

EX-99.1

Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the complete

November 28, 2014 EX-99.CERT

/s/ Gifford R. Zimmerman

EX-99.CERT 2 a14-2314210ex99dcert.htm EX-99.CERT Exhibit 99.CERT CERTIFICATIONS I, Gifford R. Zimmerman, certify that: 1. I have reviewed this report on Form N-Q of Nuveen Equity Premium and Growth 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

November 28, 2014 N-Q

Nuveen S&p 500 Dynamic Overwrite Fund - N-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-21809 Nuveen Equity Premium and Growth Fund (Exact name of registrant as specified in charter) 333 West Wacker Drive, Chicago, Illinois 60606 (Address of principal executive offices) (Zip code) Kevin J.

July 3, 2014 DEFA14A

SPXX / Nuveen S&P 500 Dynamic Overwrite Fund DEFA14A - - PRESS RELEASE

Press Release UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(

June 18, 2014 DEFA14A

- PRESS RELEASE

Press Release UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for use of the Commission Only (as permitted by Rul

June 18, 2014 DEFA14A

- PRESS RELEASE

Press Release UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for use of the Commission Only (as permitted by Rul

June 18, 2014 DEFA14A

- PRESS RELEASE

Press Release UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(

June 16, 2014 DEF 14A

- NUVEEN EQUITY PREMIUM & GROWTH FUND

Nuveen Equity Premium & Growth Fund UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

June 16, 2014 DEF 14A

- NUVEEN EQUITY PREMIUM AND GROWTH FUND

Nuveen Equity Premium and Growth Fund UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

May 30, 2014 PRE 14A

- NUVEEN EQUITY PREMIUM & GROWTH FUND

Nuveen Equity Premium & Growth Fund UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

May 30, 2014 N-Q

Quarterly Schedule of Portfolio Holdings - N-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-21809 Nuveen Equity Premium and Growth Fund (Exact name of registrant as specified in charter) 333 West Wacker Drive, Chicago, Illinois 60606 (Address of principal executive offices) (Zip code) Kevin J.

May 30, 2014 EX-99.CERT

/s/ Gifford R. Zimmerman

EX-99.CERT 2 a14-861610ex99dcert.htm EX-99.CERT Exhibit 99.CERT CERTIFICATIONS I, Gifford R. Zimmerman, certify that: 1. I have reviewed this report on Form N-Q of Nuveen Equity Premium and Growth 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

May 1, 2014 DEFA14A

- NUVEEN EQUITY PREMIUM & GROWTH FUND

Nuveen Equity Premium & Growth Fund UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 1, 2014 DEFA14A

- PRESS RELEASE

Press Release UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for use of the Commission Only (as permitted by Rul

May 1, 2014 DEFA14A

- NUVEEN EQUITY PREMIUM & GROWTH FUND

Nuveen Equity Premium & Growth Fund UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 5, 2014 SC 13G/A

SPXX / Nuveen S&P 500 Dynamic Overwrite Fund / FIRST TRUST PORTFOLIOS LP - AMENDED SCHEDULE 13G Passive Investment

UNITED STATES* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Nuveen Equity Premium and Growth Fund - (Name of Issuer) Common - (Title of Class of Securities) 6706EW100 - (CUSIP Number) December 31, 2013 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

February 5, 2014 EX-99.1

EX-99.1

Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the complete

November 27, 2013 N-Q

Quarterly Schedule of Portfolio Holdings - N-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-21809 Nuveen Equity Premium and Growth Fund (Exact name of registrant as specified in charter) 333 West Wacker Drive, Chicago, Illinois 60606 (Address of principal executive offices) (Zip code) Kevin J.

November 27, 2013 EX-99.CERT

/s/ Gifford R. Zimmerman

EX-99.CERT 2 a13-2242910ex99dcert.htm EX-99.CERT Exhibit 99.CERT CERTIFICATIONS I, Gifford R. Zimmerman, certify that: 1. I have reviewed this report on Form N-Q of Nuveen Equity Premium and Growth 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

May 30, 2013 N-Q

Quarterly Schedule of Portfolio Holdings - N-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-21809 Nuveen Equity Premium and Growth Fund (Exact name of registrant as specified in charter) 333 West Wacker Drive, Chicago, Illinois 60606 (Address of principal executive offices) (Zip code) Kevin J.

May 30, 2013 EX-99.CERT

/s/ Gifford R. Zimmerman

Exhibit 99.CERT CERTIFICATIONS I, Gifford R. Zimmerman, certify that: 1. I have reviewed this report on Form N-Q of Nuveen Equity Premium and Growth 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 misle

April 19, 2013 CORRESP

-

Nuveen Investments April 19, 2013 Ms. Christina DiAngelo U.S. Securities and Exchange Commission 450 5th Street, NW Washington, D.C. 20549 Re: Nuveen Closed-End and Open-End Funds - Sarbanes Oxley Review Follow-Up Discussion Dear Christina: This letter addresses your comments provided in a telephone discussion on February 13, 2013. This was a follow-up discussion to our December 11, 2012, correspo

February 28, 2013 DEF 14A

- NUVEEN EQUITY PREMIUM AND GROWTH FUND

Nuveen Equity Premium and Growth Fund UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 4, 2013 SC 13G/A

SPXX / Nuveen S&P 500 Dynamic Overwrite Fund / FIRST TRUST PORTFOLIOS LP - AMENDED SCHEDULE 13G Passive Investment

UNITED STATES* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Nuveen Equity Premium and Growth Fund - (Name of Issuer) Common - (Title of Class of Securities) 6706EW100 - (CUSIP Number) December 31, 2012 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

February 4, 2013 EX-99.1

EX-99.1

Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the complete

December 11, 2012 CORRESP

-

Nuveen Investments December 11, 2012 Ms. Christina DiAngelo U.S. Securities and Exchange Commission 450 5th Street, NW Washington, D.C. 20549 Re: Nuveen Closed-End and Open-End Funds - Sarbanes Oxley Review Dear Christina: This letter addresses your comments provided in a telephone discussion on September 25, 2012. Each comment is shown below followed by our response. Unless otherwise noted, the r

November 29, 2012 EX-99.CERT

/s/ Gifford R. Zimmerman

Exhibit 99.CERT CERTIFICATIONS I, Gifford R. Zimmerman, certify that: 1. I have reviewed this report on Form N-Q of Nuveen Equity Premium and Growth 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 misle

November 29, 2012 N-Q

Quarterly Schedule of Portfolio Holdings - N-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-21809 Nuveen Equity Premium and Growth Fund (Exact name of registrant as specified in charter) 333 West Wacker Drive, Chicago, Illinois 60606 (Address of principal executive offices) (Zip code) Kevin J.

May 30, 2012 N-Q

Quarterly Schedule of Portfolio Holdings - N-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-21809 Nuveen Equity Premium and Growth Fund (Exact name of registrant as specified in charter) 333 West Wacker Drive, Chicago, Illinois 60606 (Address of principal executive offices) (Zip code) Kevin J.

May 30, 2012 EX-99.CERT

/s/ Gifford R. Zimmerman

Exhibit 99.CERT CERTIFICATIONS I, Gifford R. Zimmerman, certify that: 1. I have reviewed this report on Form N-Q of Nuveen Equity Premium and Growth 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 misle

March 1, 2012 DEF 14A

- FINAL PROXY DEF 14A

DEF 14A 1 d295041ddef14a.htm FINAL PROXY DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement. ¨ Confidential, for Use of the Commissi

February 17, 2012 CORRESP

-

February 17, 2012 Securities and Exchange Commission Division of Investment Management 100 F Street, N.

February 2, 2012 PRE 14A

- NUVEEN EQUITY PREMIUM AND GROWTH FUND

Nuveen Equity Premium and Growth Fund UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

January 12, 2012 EX-99.1

EX-99.1

Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the complete

January 12, 2012 SC 13G/A

SPXX / Nuveen S&P 500 Dynamic Overwrite Fund / FIRST TRUST PORTFOLIOS LP - AMENDED SCHEDULE 13G Passive Investment

UNITED STATES* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Nuveen Equity Premium and Growth Fund - (Name of Issuer) Common - (Title of Class of Securities) 6706EW100 - (CUSIP Number) December 31, 2011 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

November 29, 2011 EX-99.CERT

/s/ Gifford R. Zimmerman

Exhibit 99.CERT CERTIFICATIONS I, Gifford R. Zimmerman, certify that: 1. I have reviewed this report on Form N-Q of Nuveen Equity Premium and Growth 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 misle

November 29, 2011 N-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-21809 Nuveen Equity Premium and Growth Fund (Exact name of registrant as specified in charter) 333 West Wacker Drive, Chicago, Illinois 60606 (Address of principal executive offices) (Zip code) Kevin J.

May 27, 2011 EX-99.CERT

/s/ Gifford R. Zimmerman

EX-99.CERT 2 a11-122564ex99dcert.htm EX-99.CERT Exhibit 99.CERT CERTIFICATIONS I, Gifford R. Zimmerman, certify that: 1. I have reviewed this report on Form N-Q of Nuveen Equity Premium and Growth 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 u

May 27, 2011 N-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-21809 Nuveen Equity Premium and Growth Fund (Exact name of registrant as specified in charter) 333 West Wacker Drive, Chicago, Illinois 60606 (Address of principal executive offices) (Zip code) Kevin J.

March 30, 2011 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 c63379odef14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement. o Confidential, for Use of the Commission Only (as p

January 25, 2011 EX-99.1

EX-99.1

Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the complete

January 25, 2011 SC 13G/A

AMENDED SCHEDULE 13G

UNITED STATES* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Nuveen Equity Premium and Growth Fund - (Name of Issuer) Common Stock - (Title of Class of Securities) 6706EW100 - (CUSIP Number) December 31, 2010 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

November 29, 2010 N-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-21809 Nuveen Equity Premium and Growth Fund (Exact name of registrant as specified in charter) 333 West Wacker Drive, Chicago, Illinois 60606 (Address of principal executive offices) (Zip code) Kevin J.

November 29, 2010 EX-99.CERT

/s/ Gifford R. Zimmerman

EX-99.CERT 2 a10-187314ex99dcert.htm EX-99.CERT Exhibit 99.CERT CERTIFICATIONS I, Gifford R. Zimmerman, certify that: 1. I have reviewed this report on Form N-Q of Nuveen Equity Premium and Growth 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 u

July 9, 2010 SC 13G/A

AMENDED SCHEDULE 13GA

UNITED STATES* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Nuveen Equity Premium and Growth Fund - (Name of Issuer) Common Stock - (Title of Class of Securities) 6706EW100 - (CUSIP Number) June 30, 2010 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

July 9, 2010 EX-99.1

EX-99.1

Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the complete

May 28, 2010 N-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-21809 Nuveen Equity Premium and Growth Fund (Exact name of registrant as specified in charter) 333 West Wacker Drive, Chicago, Illinois 60606 (Address of principal executive offices) (Zip code) Kevin J.

May 28, 2010 EX-99.CERT

/s/ Gifford R. Zimmerman

EX-99.CERT 2 a10-95714ex99dcert.htm EX-99.CERT Exhibit 99.CERT CERTIFICATIONS I, Gifford R. Zimmerman, certify that: 1. I have reviewed this report on Form N-Q of Nuveen Equity Premium and Growth 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 un

April 22, 2010 CORRESP

8 Appendix A CIK File No. Name Symbol 1 0001087783 811-09459 NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNI FUND NFZ 2 0001161069 811-10553 NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNI FUND 2 NKR 3 0001177212 811-21157 NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNI FUND 3

SEC Response Letter April 16, 2010 Ms. Christina DiAngelo U.S. Securities and Exchange Commission 450 5th Street, NW Washington, D.C. 20549 Re: Nuveen Closed-End and Open-End Funds - Sarbanes Oxley Review Dear Christina: This letter addresses your comments provided in a telephone discussion on September 29, 2009. Each comment is shown below followed by our response. Unless otherwise noted, the res

February 26, 2010 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement. o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). þ Def

February 5, 2010 SC 13G

SCHEDULE 13G

United States* Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Nuveen Equity Premium and Growth Fund - (Name of Issuer) Common Stock - (Title of Class of Securities) 6706EW100 - (CUSIP Number) December 31, 2009 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

January 25, 2010 SC 13G/A

JPG

- OMB APPROVAL - OMB Number: 3235-0145 - Expires: December 31, 2005 - Estimated average burden hours per response. . . 11 - UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3)* Nuveen Equity Premium & Growth Fund - - (NAME OF ISSUER) Common Stock - - (TITLE OF CLASS OF SECURITIES) 6706EW100 ============

November 27, 2009 EX-99.CERT

/s/ Gifford R. Zimmerman

Exhibit 99.CERT CERTIFICATIONS I, Gifford R. Zimmerman, certify that: 1. I have reviewed this report on Form N-Q of Nuveen Equity Premium and Growth 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 mislea

November 27, 2009 N-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-21809 Nuveen Equity Premium and Growth Fund (Exact name of registrant as specified in charter) 333 West Wacker Drive, Chicago, Illinois 60606 (Address of principal executive offices) (Zip code) Kevin J.

May 29, 2009 N-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-21809 Nuveen Equity Premium and Growth Fund (Exact name of registrant as specified in charter) 333 West Wacker Drive, Chicago, Illinois 60606 (Address of principal executive offices) (Zip code) Kevin J.

May 29, 2009 EX-99.CERT

/s/ Gifford R. Zimmerman

Exhibit 99.CERT CERTIFICATIONS I, Gifford R. Zimmerman, certify that: 1. I have reviewed this report on Form N-Q of Nuveen Equity Premium and Growth 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 mislea

April 2, 2009 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 d49698ndef14a.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement. o Confidential, for Use of the Co

March 23, 2009 PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

PRER14A 1 n49698nprer14a.htm PRER14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: þ Preliminary Proxy Statement. o Confidential, for Use of the Commission Only (as

March 2, 2009 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

PRE 14A 1 c49698npre14a.htm PRELIMINARY PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: þ Preliminary Proxy Statement. o Confidential, for Use of the C

February 10, 2009 SC 13G/A

NUVEEN EQUITY PREMIUM & GROWTH FUND

- OMB APPROVAL - OMB Number: 3235-0145 - Expires: December 31, 2005 - Estimated average burden hours per response. . . . . . . . 11 - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Nuveen Equity Premium & Growth Fund - - (Name of Issuer) Common Stock - - (Title of Class of Securities) 6706EW100 -

November 28, 2008 EX-99.CERT

/s/ Gifford R. Zimmerman Gifford R. Zimmerman Chief Administrative Officer (principal executive officer)

EX-99.CERT 2 c47048exv99wcert.htm EX-99.CERT CERTIFICATIONS I, Gifford R. Zimmerman, certify that: 1. I have reviewed this report on Form N-Q of Nuveen Equity Premium and Growth 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 sta

November 28, 2008 N-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

N-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-21809 Nuveen Equity Premium and Growth Fund (Exact name of registrant as specified in charter) 333 West Wacker Drive, Chicago, Illinois 60606 (Address of principal executive offices) (Zip code) Kevin J.

May 30, 2008 N-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

nvq Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-21809 Nuveen Equity Premium and Growth Fund (Exact name of registrant as specified in charter) 333 West Wacker Drive, Chicago, Illinois 60606 (Address of principal executive offices) (Zip code) Kevin J.

May 30, 2008 EX-99.CERT

/s/ Gifford R. Zimmerman Gifford R. Zimmerman Chief Administrative Officer (principal executive officer)

EX-99.CERT 2 c25530exv99wcert.htm CERTIFICATIONS CERTIFICATIONS I, Gifford R. Zimmerman, certify that: 1. I have reviewed this report on Form N-Q of Nuveen Equity Premium and Growth 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

May 16, 2008 DEF 14A

- DEFINITIVE PROXY STATEMENT

def14a UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement. o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

May 16, 2008 CORRESP

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JENNIFER M. GOODMAN 312-609-7732 [email protected] May 16, 2008 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Jim O’Connor Re: Nuveen New York Dividend Advantage Municipal Fund, Nuveen New York Dividend Advantage Municipal Fund 2, Nuveen New York Investment Quality Municipal Fund, Inc., Nuveen New York Municipal Value Fund, Inc., Nuveen New York Performa

May 16, 2008 CORRESP

-

[VEDDER PRICE LOGO] VEDDER PRICE P.C. 222 NORTH LASALLE STREET CHICAGO, ILLINOIS 60601 312-609-7500 FAX: 312-609-5005 Jennifer M. Goodman CHICAGO - NEW YORK CITY 312-609-7732 WASHINGTON, D.C. - ROSELAND, N.J. [email protected] May 16, 2008 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Definitive Proxy Materials and File Nos for: - Nuveen New York Dividend

April 25, 2008 PRE 14A

- PRELIMINARY PROXY STATEMENT

pre14a UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: þ Preliminary Proxy Statement. o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

April 25, 2008 CORRESP

-

VEDDER PRICE (LOGO) VEDDER PRICE P.C. 222 NORTH LASALLE STREET CHICAGO, ILLINOIS 60601 312-609-7500 JENNIFER M. GOODMAN FAX: 312-609-5005 312-609-7732 [email protected] CHICAGO - NEW YORK CITY - WASHINGTON, DC - ROSELAND, NJ April 25, 2008 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Preliminary Proxy Materials for: Nuveen New York Dividend Advantage Muni

January 31, 2008 SC 13G/A

NUVEEN EQUITY PREMIUM & GROWTH FUND

- OMB APPROVAL - OMB Number: 3235-0145 - Expires: December 31, 2005 - Estimated average burden hours per response. . . . . . . . . 11 - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Nuveen Equity Premium & Growth Fund - - (Name of Issuer) Common Stock - - (Title of Class of Securities)

December 28, 2007 N-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q/A QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q/A QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-21809 Nuveen Equity Premium and Growth Fund (Exact name of registrant as specified in charter) 333 West Wacker Drive, Chicago, Illinois 60606 (Address of principal executive offices) (Zip code) Kevin J.

December 28, 2007 EX-99.CERT

/s/ Gifford R. Zimmerman Gifford R. Zimmerman Chief Administrative Officer (principal executive officer)

exv99wcert CERTIFICATIONS I, Gifford R. Zimmerman, certify that: 1. I have reviewed this report on Form N-Q of Nuveen Equity Premium and Growth 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

November 29, 2007 N-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-21809 Nuveen Equity Premium and Growth Fund (Exact name of registrant as specified in charter) 333 West Wacker Drive, Chicago, Illinois 60606 (Address of principal executive offices) (Zip code) Kevin J.

November 29, 2007 EX-99.CERT

/s/ Gifford R. Zimmerman Gifford R. Zimmerman Chief Administrative Officer (principal executive officer)

exv99wcert CERTIFICATIONS I, Gifford R. Zimmerman, certify that: 1. I have reviewed this report on Form N-Q of Nuveen Equity Premium and Growth 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

October 15, 2007 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement. o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). o Def

September 5, 2007 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement. o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). o Def

August 29, 2007 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement. o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). o Def

August 27, 2007 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement. o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). ? Def

August 13, 2007 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement. o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). o Def

August 10, 2007 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement. o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). o Def

August 10, 2007 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: þ Preliminary Proxy Statement. o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). o Def

May 30, 2007 N-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-21809 Nuveen Equity Premium and Growth Fund (Exact name of registrant as specified in charter) 333 West Wacker Drive, Chicago, Illinois 60606 (Address of principal executive offices) (Zip code) Kevin J.

May 30, 2007 EX-99.CERT

/s/ Gifford R. Zimmerman Gifford R. Zimmerman Chief Administrative Officer (principal executive officer)

EX-99.CERT 2 c15125exv99wcert.htm CERTIFICATION CERTIFICATIONS I, Gifford R. Zimmerman, certify that: 1. I have reviewed this report on Form N-Q of Nuveen Equity Premium and Growth 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

May 4, 2007 SC 13G

NUVEEN EQUITY PREMIUM & GROWTH FUND

- OMB APPROVAL - OMB Number: 3235-0145 - Expires: February 28, 2009 - Estimated average burden hours per response. . . . . . . . . 10.4 - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Nuveen Equity Premium and Growth Fund - - (Name of Issuer) Common Stock - - (Title of Class of

March 2, 2007 DEF 14A

DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement. [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)

November 28, 2006 N-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-21809 Nuveen Equity Premium and Growth Fund (Exact name of registrant as specified in charter) 333 West Wacker Drive, Chicago, Illinois 60606 (Address of principal executive offices) (Zip code) Jessica R.

November 28, 2006 EX-99.CERT

/s/ Gifford R. Zimmerman Gifford R. Zimmerman Chief Administrative Officer (principal executive officer)

EX-99.CERT 2 c08941exv99wcert.htm CERTIFICATION CERTIFICATIONS I, Gifford R. Zimmerman, certify that: 1. I have reviewed this report on Form N-Q of Nuveen Equity Premium and Growth 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

May 30, 2006 N-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-21809 Nuveen Equity Premium and Growth Fund (Exact name of registrant as specified in charter) 333 West Wacker Drive, Chicago, Illinois 60606 (Address of principal executive offices) (Zip code) Jessica R.

May 30, 2006 EX-99.CERT

/s/ Gifford R. Zimmerman Gifford R. Zimmerman Chief Administrative Officer (principal executive officer)

exv99wcert CERTIFICATIONS I, Gifford R. Zimmerman, certify that: 1. I have reviewed this report on Form N-Q of Nuveen Equity Premium and Growth 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

December 9, 2005 EX-99.H.1

EX-99.H.1

Nuveen Equity Premium and Growth Fund (a Massachusetts business trust) [ ] Common Shares of Beneficial Interest (Par Value $0.

December 9, 2005 POS EX

NUVEEN EQUITY PREMIUM AND GROWTH FUND

As filed with the Securities and Exchange Commission on December 9, 2005 ================================================================================ 1933 Act File No.

December 9, 2005 EX-99.N

EX-99.N

Exhibit n Consent of Independent Registered Public Accounting Firm We hereby consent to the use in this Registration Statement under the Securities Act of 1933 and in this Amendment No.

December 9, 2005 EX-99.L.3

EX-99.L.3

EX-99.L.3 11 dex99l3.txt CONSENT OF BELL, BOYD & LLOYD LLC Exhibit 1.3 Bell, Boyd & Lloyd LLC 70 West Madison Street, Suite 3100 . Chicago, Illinois 60602-4207 312.372.1121 . Fax 312.827.8000 December 9, 2005 As counsel for Nuveen Equity Premium and Growth Fund (the "Registrant"), we consent to the incorporation by reference of our opinion, filed with Pre-effective Amendment No. 1 to the Registran

December 9, 2005 EX-99.H.4

EX-99.H.4

Revised October 29, 1990 MASTER AGREEMENT AMONG UNDERWRITERS April 15, 1985 MERRILL LYNCH & CO.

December 9, 2005 EX-99.J

EX-99.J

AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENT - This Agreement between those NUVEEN INVESTMENT COMPANIES (each such investment company and each investment company made subject to this Agreement in accordance with Section 19 herein, be referred to as a "Fund" and collectively as the "Funds") listed on Appendix A hereto (hereinafter "Appendix A" as it may be amended from time to time), which may be Massachusetts business trusts or have such other form of organization as may be indicated, and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the "Custodian").

December 9, 2005 EX-99.S

EX-99.S

NUVEEN EQUITY PREMIUM OPPORTUNITY FUND NUVEEN EQUITY PREMIUM INCOME FUND 2 NUVEEN FLOATING RATE INCOME OPPORTUNITY FUND 2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the above-referenced organizations, hereby constitutes and appoints JESSICA R.

December 9, 2005 EX-99.G.2

EX-99.G.2

INVESTMENT SUB-ADVISORY AGREEMENT AGREEMENT made as of this 16th day of November 2005 by and between Nuveen Asset Management, a Delaware corporation and a federally registered investment adviser ("Manager"), and Gateway Investment Advisers, L.

December 9, 2005 EX-99.H.5

EX-99.H.5

EXHIBIT h.5 Nuveen Investments 333 West Wacker Drive Chicago, IL 60606 , 2005 Stephen P. McAuley Managing Director Citigroup Global Markets Inc. 388 Greenwich Street New York, NY 10013 Dear Mr. McAuley: Reference is made to Nuveen Equity Premium Advantage Fund (the "Fund"). The Fund currently is making an initial public offering of its common shares of beneficial interest (the "Shares") through se

December 9, 2005 EX-99.S

EX-99.S

NUVEEN EQUITY PREMIUM OPPORTUNITY FUND NUVEEN EQUITY PREMIUM INCOME FUND 2 NUVEEN FLOATING RATE INCOME OPPORTUNITY FUND 2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the above-referenced organizations, hereby constitutes and appoints JESSICA R.

December 9, 2005 EX-99.H.2

EX-99.H.2

EX-99.H.2 5 dex99h2.txt FORM OF MERRILL LYNCH & CO. STANDARD DEALER AGREEMENT Revised July 16, 2001 [GRAPHIC APPEARS HERE] Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Merrill Lynch World Headquarters 4 World Financial Center New York, N.Y. 10800 STANDARD DEALER AGREEMENT Dear Sirs: In connection with public offerings of securities underwritten by us, or by a group of und

December 9, 2005 EX-99.E

EX-99.E

EX-99.E 2 dex99e.txt TERMS AND CONDITIONS OF THE AUTOMATIC DIVIDEND REINVESTMENT PLAN NUVEEN EQUITY-BASED EXCHANGE-TRADED CLOSED-END FUNDS (Opt-Out w/ Discount-Premium Feature) Terms and Conditions of the Automatic Dividend Reinvestment Plan This Dividend Reinvestment Plan ("Plan") for the Nuveen Equity-Based Exchange-Traded Closed-End Funds set forth on Exhibit A attached hereto (each, a "Fund")

December 9, 2005 EX-99.G.2

EX-99.G.2

INVESTMENT SUB-ADVISORY AGREEMENT AGREEMENT made as of this 16th day of November 2005 by and between Nuveen Asset Management, a Delaware corporation and a federally registered investment adviser ("Manager"), and Gateway Investment Advisers, L.

December 9, 2005 POS EX

NUVEEN EQUITY PREMIUM AND GROWTH FUND

As filed with the Securities and Exchange Commission on December 9, 2005 ================================================================================ 1933 Act File No.

December 9, 2005 EX-99.K.3

EX-99.K.3

AMENDMENT No. 3 TO LICENSE AGREEMENT - This Amendment No. 3 to the License Agreement dated October 26, 2004 (the "License Agreement"), is made by and between STANDARD & POOR'S, a division of The McGraw-Hill Companies, Inc. ("S&P"), a New York corporation, having an office at 55 Water Street, New York, NY 10041, and Nuveen Asset Management ("Licensee"), a Delaware Corporation, having an office at 3

December 9, 2005 EX-99.H.4

EX-99.H.4

Revised October 29, 1990 MASTER AGREEMENT AMONG UNDERWRITERS April 15, 1985 MERRILL LYNCH & CO.

December 9, 2005 EX-99.H.3

EX-99.H.3

EXHIBIT h.3 Form of: NUVEEN EXCHANGE-TRADED FUNDS - MASTER SELECTED DEALER AGREEMENT - [DATED] Dear Ladies and Gentlemen: In connection with public offerings of securities ("Securities") of registered investment companies sponsored by Nuveen Investments ("Nuveen") which are underwritten by a group of underwriters ("Underwriters") which are represented by Nuveen alone or in conjunction with other f

December 9, 2005 EX-99.E

Terms and Conditions of the Automatic Dividend Reinvestment Plan. Filed on December 9, 2005 as exhibit e. to Registrant’s registration statement on Form N-2 (File No. 333-128545) and incorporated herein by reference.

NUVEEN EQUITY-BASED EXCHANGE-TRADED CLOSED-END FUNDS (Opt-Out w/ Discount-Premium Feature) Terms and Conditions of the Automatic Dividend Reinvestment Plan This Dividend Reinvestment Plan ("Plan") for the Nuveen Equity-Based Exchange-Traded Closed-End Funds set forth on Exhibit A attached hereto (each, a "Fund") provides for reinvestment of Fund distributions to shareholders, consisting of income

December 9, 2005 EX-99.J

EX-99.J

AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENT - This Agreement between those NUVEEN INVESTMENT COMPANIES (each such investment company and each investment company made subject to this Agreement in accordance with Section 19 herein, be referred to as a "Fund" and collectively as the "Funds") listed on Appendix A hereto (hereinafter "Appendix A" as it may be amended from time to time), which may be Massachusetts business trusts or have such other form of organization as may be indicated, and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the "Custodian").

December 9, 2005 EX-99.L.4

EX-99.L.4

Exhibit l.4 Bingham McCutchen LLP 150 Federal Street Boston, Massachusetts 02110-1726 617.951-8000 617.951-8736 December 9, 2005 As special Massachusetts counsel for Nuveen Equity Premium and Growth Fund (the "Registrant"), we consent to the incorporation by reference of our opinion, filed with Pre-effective Amendment No. 1 to the Registrant's Registration Statement on Form N-2 on October 25, 2005

December 9, 2005 EX-99.K.3

EX-99.K.3

AMENDMENT No. 3 TO LICENSE AGREEMENT - This Amendment No. 3 to the License Agreement dated October 26, 2004 (the "License Agreement"), is made by and between STANDARD & POOR'S, a division of The McGraw-Hill Companies, Inc. ("S&P"), a New York corporation, having an office at 55 Water Street, New York, NY 10041, and Nuveen Asset Management ("Licensee"), a Delaware Corporation, having an office at 3

December 9, 2005 EX-99.L.3

EX-99.L.3

EX-99.L.3 11 dex99l3.txt CONSENT OF BELL, BOYD & LLOYD LLC Exhibit 1.3 Bell, Boyd & Lloyd LLC 70 West Madison Street, Suite 3100 . Chicago, Illinois 60602-4207 312.372.1121 . Fax 312.827.8000 December 9, 2005 As counsel for Nuveen Equity Premium and Growth Fund (the "Registrant"), we consent to the incorporation by reference of our opinion, filed with Pre-effective Amendment No. 1 to the Registran

December 9, 2005 EX-99.L.4

EX-99.L.4

Exhibit l.4 Bingham McCutchen LLP 150 Federal Street Boston, Massachusetts 02110-1726 617.951-8000 617.951-8736 December 9, 2005 As special Massachusetts counsel for Nuveen Equity Premium and Growth Fund (the "Registrant"), we consent to the incorporation by reference of our opinion, filed with Pre-effective Amendment No. 1 to the Registrant's Registration Statement on Form N-2 on October 25, 2005

December 9, 2005 EX-99.H.3

EX-99.H.3

EXHIBIT h.3 Form of: NUVEEN EXCHANGE-TRADED FUNDS - MASTER SELECTED DEALER AGREEMENT - [DATED] Dear Ladies and Gentlemen: In connection with public offerings of securities ("Securities") of registered investment companies sponsored by Nuveen Investments ("Nuveen") which are underwritten by a group of underwriters ("Underwriters") which are represented by Nuveen alone or in conjunction with other f

December 9, 2005 EX-99.H.1

EX-99.H.1

EX-99.H.1 4 dex99h1.txt FORM OF PURCHASE AGREEMENT Nuveen Equity Premium and Growth Fund (a Massachusetts business trust) [ ] Common Shares of Beneficial Interest (Par Value $0.01 per Share) PURCHASE AGREEMENT November 22, 2005 Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Nuveen Investments, LLC Citigroup Global Markets Inc. UBS Securities LLC A.G. Edwards & Sons, Inc. Wa

December 9, 2005 EX-99.N

EX-99.N

Exhibit n Consent of Independent Registered Public Accounting Firm We hereby consent to the use in this Registration Statement under the Securities Act of 1933 and in this Amendment No.

December 9, 2005 EX-99.H.2

EX-99.H.2

EX-99.H.2 5 dex99h2.txt FORM OF MERRILL LYNCH & CO. STANDARD DEALER AGREEMENT Revised July 16, 2001 [GRAPHIC APPEARS HERE] Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Merrill Lynch World Headquarters 4 World Financial Center New York, N.Y. 10800 STANDARD DEALER AGREEMENT Dear Sirs: In connection with public offerings of securities underwritten by us, or by a group of und

December 9, 2005 EX-99.H.5

EX-99.H.5

EXHIBIT h.5 Nuveen Investments 333 West Wacker Drive Chicago, IL 60606 , 2005 Stephen P. McAuley Managing Director Citigroup Global Markets Inc. 388 Greenwich Street New York, NY 10013 Dear Mr. McAuley: Reference is made to Nuveen Equity Premium Advantage Fund (the "Fund"). The Fund currently is making an initial public offering of its common shares of beneficial interest (the "Shares") through se

November 23, 2005 EX-99.K.3

EX-99.K.3

AMENDMENT No. 3 TO LICENSE AGREEMENT - This Amendment No. 3 to the License Agreement dated October 26, 2004 (the "License Agreement"), is made by and between STANDARD & POOR'S, a division of The McGraw-Hill Companies, Inc. ("S&P"), a New York corporation, having an office at 55 Water Street, New York, NY 10041, and Nuveen Asset Management ("Licensee"), a Delaware Corporation, having an office at 3

November 23, 2005 EX-99.N

EX-99.N

Exhibit n Consent of Independent Registered Public Accounting Firm We hereby consent to the use in this Registration Statement under the Securities Act of 1933 and in this Amendment No.

November 23, 2005 EX-99.H.4

EX-99.H.4

Revised October 29, 1990 MASTER AGREEMENT AMONG UNDERWRITERS April 15, 1985 MERRILL LYNCH & CO.

November 23, 2005 EX-99.H.5

EX-99.H.5

EXHIBIT h.5 Nuveen Investments 333 West Wacker Drive Chicago, IL 60606 , 2005 Stephen P. McAuley Managing Director Citigroup Global Markets Inc. 388 Greenwich Street New York, NY 10013 Dear Mr. McAuley: Reference is made to Nuveen Equity Premium Advantage Fund (the "Fund"). The Fund currently is making an initial public offering of its common shares of beneficial interest (the "Shares") through se

November 23, 2005 EX-99.S

EX-99.S

NUVEEN EQUITY PREMIUM OPPORTUNITY FUND NUVEEN EQUITY PREMIUM INCOME FUND 2 NUVEEN FLOATING RATE INCOME OPPORTUNITY FUND 2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the above-referenced organizations, hereby constitutes and appoints JESSICA R.

November 23, 2005 EX-99.H.1

EX-99.H.1

Nuveen Equity Premium and Growth Fund (a Massachusetts business trust) [ ] Common Shares of Beneficial Interest (Par Value $0.

November 23, 2005 EX-99.L.4

EX-99.L.4

EX-99.L.4 11 dex99l4.txt CONSENT OF BINGHAM MCCUTHCHEN LLP Exhibit l.4 Bingham McCutchen LLP 150 Federal Street Boston, Massachusetts 02110-1726 617.951-8000 617.951-8736 November 23, 2005 As special Massachusetts counsel for Nuveen Equity Premium and Growth Fund (the "Registrant"), we consent to the incorporation by reference of our opinion, filed with Pre-effective Amendment No. 1 to the Registr

November 23, 2005 EX-99.H.3

EX-99.H.3

EXHIBIT h.3 Form of: NUVEEN EXCHANGE-TRADED FUNDS - MASTER SELECTED DEALER AGREEMENT - [DATED] Dear Ladies and Gentlemen: In connection with public offerings of securities ("Securities") of registered investment companies sponsored by Nuveen Investments ("Nuveen") which are underwritten by a group of underwriters ("Underwriters") which are represented by Nuveen alone or in conjunction with other f

November 23, 2005 EX-99.G.2

EX-99.G.2

EX-99.G.2 2 dex99g2.txt FORM OF INVESTMENT SUB-ADVISORY AGREEMENT INVESTMENT SUB-ADVISORY AGREEMENT AGREEMENT made as of this 16th day of November 2005 by and between Nuveen Asset Management, a Delaware corporation and a federally registered investment adviser ("Manager"), and Gateway Investment Advisers, L.P., a Delaware limited partnership and a federally registered investment adviser ("Sub-Advi

November 23, 2005 EX-99.H.2

EX-99.H.2

Revised July 16, 2001 [GRAPHIC APPEARS HERE] Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Merrill Lynch World Headquarters 4 World Financial Center New York, N.Y. 10800 STANDARD DEALER AGREEMENT Dear Sirs: In connection with public offerings of securities underwritten by us, or by a group of underwriters (the "Underwriters") represented by us, you may be offered the oppor

November 23, 2005 EX-99.J

EX-99.J

EX-99.J 8 dex99j.txt FORM OF AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENT AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENT - This Agreement between those NUVEEN INVESTMENT COMPANIES (each such investment company and each investment company made subject to this Agreement in accordance with Section 19 herein, be referred to as a "Fund" and collectively as the "Funds") listed on Appendix A hereto (

November 23, 2005 EX-99.L.3

EX-99.L.3

Exhibit 1.3 BELL, BOYD & LLOYD LLC 70 West Madison Street, Suite 3100 . Chicago, Illinois 60602-4207 312.372.1121 . Fax 312.827.8000 November 23, 2005 As counsel for Nuveen Equity Premium and Growth Fund (the "Registrant"), we consent to the incorporation by reference of our opinion, filed with Pre-effective Amendment No. 1 to the Registrant's Registration Statement on Form N-2 (File No. 333-12854

November 23, 2005 N-2MEF

NUVEEN EQUITY PREMIUM AND GROWTH FUND

As filed with the Securities and Exchange Commission on November 23, 2005 ================================================================================ 1933 Act File No.

October 14, 2005 8-A12B

NUVEEN EQUITY PREMIUM AND GROWTH FUND

================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

September 23, 2005 N-8A

NUVEEN EQUITY PREMIUM AND GROWTH FUND

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-8A NOTIFICATION OF REGISTRATION FILED PURSUANT TO SECTION 8(a) OF THE INVESTMENT COMPANY ACT OF 1940 The undersigned investment company hereby notifies the Securities and Exchange Commission that it registers under and pursuant to the provisions of Section 8(a) of the Investment Company Act of 1940 and in connection with such notific

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