July 1, 2021
Via Email
David P. Glatz
Stradley Ronan Steven & Young, LLP
191 N. Wacker Dr.
Suite 1601
Chicago, IL 60606
dglatz@stradley.com
Re: Nuveen Variable Rate Preferred & Income Fund
Registration Statement on Form N-2
File Nos. 333-256744, 811-23704
Dear Mr. Glatz:
On June 3, 2021, you filed a registration statement on Form N-2 on
behalf of Nuveen
Variable Rate Preferred & Income Fund (the Fund ). We have reviewed the
registration
statement and have provided our comments below. Where a comment is made in one
location, it
is applicable to all similar disclosure appearing elsewhere in the registration
statement. All
capitalized terms not otherwise defined herein have the meaning given to them
in the registration
statement.
1. Please tell us if you have presented any test the waters materials to
potential investors in
connection with this offering. If so, please contact us to discuss how to
provide us with
copies of such materials.
PROSPECTUS
Outside Front Cover, Page ii
2. In the third line of the paragraph titled, Investment Policies,
disclosure states, The Fund
will invest at least 50% of its Managed Assets in securities that, at the
time of investment, are
rated investment grade (rated BBB/Baa or higher) or are unrated but judged
to be of
comparable quality by the Fund s sub-adviser. Please add disclosure
that clarifies how
much the Fund intends to invest in below-investment grade securities.
3. In the third line of the paragraph titled, Investment Policies,
disclosure states,
Additionally, the Fund will invest more than 25% of its Managed Assets in
the securities of
companies principally engaged in financial services. Disclosure here and
throughout the
registration statement (e.g., page 50 regarding Investment Policies,
page 82 regarding
Concentration and Financial Services Sector Risk, page 8 of the
Statement of Additional
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Information regarding Investment Restrictions ) refers variously to
the Fund concentrating
in financial services and that financial services is a sector
or an industry. It is therefore
difficult to understand what the Fund s policy is regarding
concentration in an industry.
Please revise disclosure throughout the registration statement
accordingly.
4. In the twelfth line of the paragraph titled, Leverage, disclosure
states, In addition, the
Fund may use derivatives that have the economic effect of leverage.
Please tell us how the
Fund calculates its derivative positions for purposes of meeting the Fund
s 80% test.
Page 3 Preferred Securities
5. In the third line of the fourth paragraph, disclosure states, The retail
segment is typified by
$25 par value exchange-traded securities and the institutional segment is
typified by $1,000
par value OTC securities. Both $25 and $1,000 par value securities are often
callable at par
value, typically at least five years after their original issuance date.
Please revise this
disclosure using plain English.
Page 6 Other Equity Securities
6. In the second line, disclosure states, Additional types of equity
securities (other than
preferred securities) in which the Fund may invest include convertible
securities (discussed
below), real estate investment trusts ( REITs ), warrants, rights,
depositary receipts (which
reference ownership of underlying non-U.S. securities) and other types of
securities with
equity characteristics. Please specify the other types of securities
with equity
characteristics.
Page 10 Investment Policies
7. In the second line of the second paragraph, disclosure refers to IMF.
Please define the
term.
Page 19 Special Redemption Rights Risk
8. In the first line, disclosure states, In certain circumstances, an issuer
of preferred securities
may redeem the securities at par prior to their stated maturity date.
Please revise this
sentence using plain English.
Page 21 Contingent Capital Securities or Contingent Convertible Securities
9. In the third line, disclosure states, CoCos generally provide for
mandatory conversion into
the common stock of the issuer or a write-down of the principal amount or
value of the
CoCos upon the occurrence of certain triggers. These triggers are
generally linked to
regulatory capital thresholds or regulatory actions calling into question
the issuing banking
institution s continued viability as a going-concern. Equity conversion or
principal write-
down features are tailored to the issuer and its regulatory requirements
and, unlike traditional
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convertible securities, conversions are not voluntary. Please revise
this disclosure using
plain English.
Page 47 Summary of Fund Expenses
10. Earlier disclosure refers to the Fund s use of various swaps as a
principal investment
strategy. If the Fund will derive its returns principally from swaps,
please include a footnote
to the fee table disclosing the cost of investing in swaps. The footnote
should explain that the
embedded cost of the swaps, and the operating expenses of any reference
assets, are indirect
expenses of the Fund that are not included in either the fee table or the
expense example.
Please also provide an estimate of such costs, as a percentage of Fund
assets for the most
recent fiscal year.
Page 79 Debt Securities Risk
11. In the first line of the second paragraph, disclosure states,
Additionally, the Fund may be
exposed to certain debt securities risks through its sukuk investments. This
is the first mention
of sukuk investments. Please add disclosure about sukuk investments to the
strategy section, and
ensure that there is enough detail for the reader to have a basis to understand
the disclosure here.
Page 91 Inverse Floating Rate Securities Risk
12. In the first line of the first paragraph, disclosure states, The
Fund may invest in inverse
floating rate securities issued by special purpose trusts that have recourse to
the Fund. In Nuveen
Fund Advisors and Nuveen Asset Management s discretion, the Fund may enter
into a separate
shortfall and forbearance agreement with the third party granting liquidity to
the floating rate
security holders of the special purpose trust. Please revise this disclosure
using plain English.
Page 109 Redemption, Purchase and Sale of Preferred Shares
13. If applicable, please discuss any limitations or restrictions on the
Fund if dividend
payments are past due. Please also disclose any restrictions on paying
dividends. See Item
10.1.b. of Form N-2.
STATEMENT OF ADDITIONAL INFORMATION
Page 8 Investment Restrictions
14. Regarding the fourth investment restriction, the Fund s concentration
policy appears to
reserve discretion as to when or whether the Fund would concentrate. It has
been the staff s
longstanding position that a fund may not change its policies with respect to
concentration
without a shareholder vote, whether or not the fund previously disclosed that
it may do so, unless
the statement of investment policy clearly indicates when and under what
conditions any changes
between concentration and non-concentration would be made. Therefore, please
revise the
Fund s policy to remove this discretion or to clearly indicate when and under
what conditions
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those changes would be made. See Statements of Investment Policies of Money
Market Funds
Relating to Industry Concentration, Investment Company Act Release No. 9011
(Oct. 30, 1975).
PART C
Item 25: Financial Statements and Exhibits
15. Please confirm that the Fund s By-laws do not substantively differ
from the By-laws of
the existing Nuveen closed-end funds regarding mandatory arbitration, control
share
acquisitions, jury trial waiver, exclusive forum, and derivative actions.
* * * * * *
We note that portions of the filing are incomplete. We may have
additional comments on
such portions when you complete them in a pre-effective amendment, on
disclosures made in
response to this letter, on information provided supplementally, or on exhibits
added in any pre-
effective amendment.
A response to this letter should be in the form of a pre-effective
amendment filed
pursuant to Rule 472 under the Securities Act. The pre-effective amendment
filing should be
accompanied by a supplemental letter that includes your responses to each of
these comments.
Where no change will be made in the filing in response to a comment, please
indicate this fact in
your supplemental letter and briefly state the basis for your position.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments,
action, or absence of
action by the staff.
Should you have any questions regarding this letter, please contact me
at (202) 551-5166.
Sincerely,
/s/ Lisa N. Larkin
Senior Counsel
cc: John Lee, Branch Chief
Christian Sandoe, Assistant Director
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