Nuveen NASDAQ 100 Dynamic Overwrite Fund - Shares of Beneficial Interest (QQQX)

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Nuveen Nasdaq 100 Dynamic Overwrite Fund (the Fund) is a non-diversified, closed-end management investment company. The Fund’s investment objective is to seek total return with less volatility than the Nasdaq 100 Index. The Fund will invest at least 80% of its net assets, including the amount of any borrowings for investment purposes, in a diversified equity portfolio (the Equity Portfolio) that seeks to substantially replicate price movements of the Nasdaq 100 Index and is designed to support the Fund’s Option Strategy (as defined below). Fund expects to invest substantially all (at least 90%) of its Managed Assets (as defined below) in the Equity Portfolio or otherwise in pursuit of its investment objective. Nuveen Fund Advisors, LLC (NFALLC or the Adviser), is the Fund’s investment adviser.