Nuveen Pennsylvania Quality Municipal Income Fund

September 30, 2025

Kevin T. Hardy
Skadden, Arps, Slate, Meagher & Flom LLP
320 South Canal Street
Chicago, Illinois 60606-5707

Re:  Nuveen Pennsylvania Quality Municipal Income Fund 

Omission of Shareholder Proposal Submitted by Saba Capital Management, L.P., on behalf of Saba Capital Master Fund, Ltd., Pursuant to Rule 14a-8 under the Securities and Exchange Act of 1934, as amended

Dear Mr. Hardy:

In a letter dated July 18, 2025, on behalf of Nuveen Pennsylvania Quality Municipal Income Fund (the “Fund”), you requested confirmation from the staff of the Division of Investment Management that it would not recommend enforcement action to the Securities and Exchange Commission (the “Commission”) if a shareholder proposal (the “Proposal”) submitted by Saba Capital Management, L.P. (“Saba Capital”), on behalf of Saba Capital Master Fund, Ltd. (the “Proponent”), is excluded from the proxy materials for the Fund’s 2025 Annual Meeting (the “Proxy Materials”). The Proposal provides:

RESOLVED, that the shareholders of Nuveen Pennsylvania Quality Municipal Income Fund (the “Fund”) request that the Board of Trustees of the Fund (the “Board”) take all necessary steps in its power to declassify the Board so that all trustees are elected on an annual basis starting at the next annual meeting of shareholders. Such declassification shall be completed in a manner that does not affect the unexpired terms of the previously elected trustees.</p>

The Fund argues that the Proposal may be excluded from the Proxy Materials, as permitted by Rule 14a-8(b)(1) under the Securities Exchange Act of 1934, as amended, because the Proponent does not hold securities entitled to be voted on the Proposal. You represent that the Proponent holds securities that are entitled to vote only on certain matters, which do not include the subject of the Proposal. Rule 14a-8(b)(1) requires that in order to be eligible to have a proposal included in a company’s proxy materials, a shareholder must hold “securities entitled to be voted on the proposal.”

Based on the information you provided, there appears to be a basis for your view that the Proposal may be excluded in reliance on Rule 14a-8(b)(1). Accordingly, we will not recommend action to the Commission if the Fund excludes the Proposal from its Proxy Materials in reliance on Rule 14a-8(b)(1). In reaching this position, we have not found it necessary to address the alternative bases for omission of the Proposal upon which the Fund relies.

Attached is a description of the informal procedures the Division follows in responding to shareholder proposals. If you have any questions or comments concerning this matter, please feel free to contact Kim McManus, Senior Counsel, at (202) 551-3215.