Nuveen Mortgage and Income Fund
333 West Wacker Drive
Chicago, Illinois 60606
May 24, 2019
VIA EDGAR
U.S. Securities and Exchange Commission
100 F Street, NE
Washington D.C. 20549
Re: | Nuveen Mortgage and Income Fund |
(FileNo. 333-230429)
Ladies and Gentlemen,
On behalf of Nuveen Mortgage and Income Fund (the “Fund”), we request, pursuant to Rule 477 under the Securities Act of 1933 (the “1933 Act”), the withdrawal of the Fund’s registration statement on FormN-14, together with all exhibits thereto (FileNo. 333-230429), which was filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 21, 2019 (via EDGAR AccessionNo. 0001193125-19-082325) (the“N-14 Filing”).
We believe that withdrawal of theN-14 Filing is consistent with the public interest and the protection of investors because: (1) the filing was prepared in connection with a proposed issuance of the Fund’s shares as part of a proposed merger transaction that is no longer contemplated; (2) no securities were sold or exchanged in connection with this offering; and (3) the filing did not become effective. The Fund requests, in accordance with Rule 457(p) under the 1933 Act, that all fees paid to the Commission in connection with theN-14 Filing be credited for future use. The Fund understands that, pursuant to Rule 477(b) of the 1933 Act, this application of withdrawal will be deemed granted at the time filed with the Commission unless, within 15 calendar days after the filing, the Commission notifies the Fund that the application for withdrawal has not been granted.
Please direct your questions regarding this filing to Deborah Bielicke Eades at(312) 609-7661 or Jacob C. Tiedt at (312)609-7697 of Vedder Price P.C.
Sincerely,
NUVEEN MORTGAGE AND INCOME FUND
By: | /s/ Gifford Zimmerman | |
Name: | Gifford Zimmerman | |
Title: | Vice President and Secretary |