UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. ~~20549~~ 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,~~June ~~2024 (February 28~~18, 2024)

Nuveen Dow 30SM Dynamic Overwrite Fund (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Massachusetts	811-22970	47-1393396
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

333 West Wacker Drive Chicago, Illinois		60606
(Address of principal executive offices)		(Zip Code)

Massachusetts		811-22970		47-1393396
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

Registrant’s telephone number, including area code: (800) 257-8787

333 West Wacker Drive Chicago, Illinois		60606
(Address of Principal Executive Offices)		(Zip Code)

(Former name or former address, if changed since last report): N/A

Registrant’s telephone number, including area code (800) 257-8787

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares of Beneficial Interest		DIAX		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item 7.01 Regulation FD Disclosure.~~☐

~~Amendment~~Item ~~of By-Laws~~8. The Amended and Restated By-Laws (the “By-Laws”) of Nuveen Dow 30SM Dynamic Overwrite Fund (the “Fund”) previously included “control share” provisions, the effectiveness of which was suspended as of February 24, 202201. ~~On February 28, 2024, the Board of Trustees of the Fund adopted Amended and Restated By-Laws to eliminate the “control share” provisions.~~ Other ~~than the elimination of the “control share” provisions, the Amended and Restated By-Laws are identical to the By-Laws~~Events. ~~The Amended and Restated By-Laws are attached hereto as Exhibit 3.1 and are incorporated herein by reference.~~

~~Item~~Lei 9Liao has retired as portfolio manager of Nuveen Dow 30SM Dynamic Overwrite Fund (the “Fund”) and Nazar Romanyak has been added as a portfolio manager of the Fund, each effective June 18, 2024.01 ~~Financial~~Jim ~~Statements~~Campagna and ~~Exhibits~~Darren Tran remain as portfolio managers of the Fund.

~~(d)~~Nazar ~~Exhibits~~Romanyak is a portfolio manager for Nuveen’s equity strategies and has held various roles related to portfolio management of domestic and international large-, mid- and small-cap equity index and ESG portfolios for Teachers Advisors, LLC, TIAA-CREF Investment Management, LLC and other advisory affiliates of TIAA since 2013.

~~3.1~~There ~~Amended~~have ~~and~~been ~~Restated~~no ~~By-Laws~~changes in Fund’s investment objectives or policies.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by ~~the~~ the undersigned hereunto duly authorized.

	Nuveen Dow 30SM Dynamic Overwrite Fund		~~Nuveen Dow 30SM Dynamic Overwrite Fund~~
Date: March 6, 2024			By:	/s/ Mark L. Winget
Date: June 18, 2024	By:	/s/ Mark L. Winget
			Name: Mark L. Winget
		Mark L. Winget
			Title: Vice President and Secretary
		Vice President and Secretary

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