As filed with the Securities and Exchange Commission on March 2, 2021
File No. 333-248308
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
☐ Pre-Effective Amendment No.
☒ Post-Effective Amendment No. 2
NUVEEN CALIFORNIA MUNICIPAL VALUE FUND
(Exact Name of Registrant as Specified in Charter)
333 West Wacker Drive
Chicago, Illinois 60606
(Address of Principal Executive Offices: Number, Street, City, State, Zip Code)
(800) 257-8787
(Area Code and Telephone Number)
Mark L. Winget
Vice President and Secretary
Nuveen Investments
333 West Wacker Drive
Chicago, Illinois 60606
(Name and Address of Agent for Service)
Copies to:
Deborah Bielicke Eades
Vedder Price P.C. 222 North LaSalle Street Chicago, Illinois 60601 |
Eric F. Fess
Chapman and Cutler LLP 111 West Monroe Street Chicago, Illinois 60603 |
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
|
||||||||
Title of Securities
Being Registered |
Amount
Being Registered(1) |
Proposed
Maximum Offering Price Per Unit(1) |
Proposed
Maximum Aggregate Offering Price(1) |
Amount of
Registration Fee(1) |
||||
Common Shares of Beneficial Interest, $0.01 Par Value Per Share |
N/A | N/A | N/A | N/A | ||||
|
(1) |
Registration fees were originally paid by Nuveen California Municipal Value Fund, Inc., a Minnesota corporation (the Predecessor Registrant), the predecessor of the registrant, Nuveen California Municipal Value Fund, a Massachusetts business trust (the Registrant), in connection with the filing of the Predecessor Registrants N-14 registration statement on October 13, 2020. The Registrant is not registering additional shares. No additional filing fees, therefore, are required at this time. |
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 is being filed by Nuveen California Municipal Value Fund, a Massachusetts business trust (the Registrant), pursuant to Rule 414 under the Securities Act of 1933 (the 1933 Act), to adopt as its own the registration statement of Nuveen California Municipal Value Fund, Inc., a Minnesota corporation (the Predecessor Registrant), filed on Form N-14 on October 13, 2020, under and pursuant to the provisions of the 1933 Act, in connection with the reorganization of Nuveen California Municipal Value Fund 2 (the Target Fund) into the Registrant (the Reorganization). Pursuant to the Reorganization, the Target Fund will transfer substantially all of its assets to the Registrant in exchange for newly issued common shares of the Registrant, and the Registrant will assume substantially all of the liabilities of the Target Fund.
Prior to the consummation of the Reorganization, the Registrant will have acquired all of the assets of the Predecessor Registrant in exchange for newly issued common shares of the Registrant and the assumption by the Registrant of all of the liabilities of the Predecessor Registrant in a separate reorganization by which the Predecessor Registrant will change its domicile from a Minnesota corporation to a Massachusetts business trust (the Domicile Change Reorganization).
The following documents have been filed with the Securities and Exchange Commission and are incorporated into this Post-Effective Amendment No. 2 by reference:
PARTS A AND B
This Post Effective Amendment No. 2 incorporates by reference the information contained in Parts A and B of the Predecessor Registrants N-14, filed on October 13, 2020 (File No. 333-248308), as modified by the information included in the Definitive Joint Proxy Statement/Prospectus and Statement of Additional Information filed pursuant to Rule 497 under the 1933 Act on October 20, 2020.
PART C
OTHER INFORMATION
Item 15. Indemnification
Section 4 of Article XII of the Registrants Declaration of Trust provides as follows:
Subject to the exceptions and limitations contained in this Section 4, every person who is, or has been, a Trustee, officer, employee or agent of the Trust, including persons who serve at the request of the Trust as directors, trustees, officers, employees or agents of another organization in which the Trust has an interest as a shareholder, creditor or otherwise (hereinafter referred to as a Covered Person), shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been such a Trustee, director, officer, employee or agent and against amounts paid or incurred by him in settlement thereof.
No indemnification shall be provided hereunder to a Covered Person:
(a) against any liability to the Trust or its Shareholders by reason of a final adjudication by the court or other body before which the proceeding was brought that he engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office;
(b) with respect to any matter as to which he shall have been finally adjudicated not to have acted in good faith in the reasonable belief that his action was in the best interests of the Trust; or
(c) in the event of a settlement or other disposition not involving a final adjudication (as provided in paragraph (a) or (b)) and resulting in a payment by a Covered Person, unless there has been either a determination that such Covered Person did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office by the court or other body approving the settlement or other disposition or a reasonable determination, based on a review of readily available facts (as opposed to a full trial-type inquiry), that he did not engage in such conduct:
(i) by a vote of a majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees then in office act on the matter); or
(ii) by written opinion of independent legal counsel.
The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be such a Covered Person and shall inure to the benefit of the heirs, executors and administrators of such a person. Nothing contained herein shall affect any rights to indemnification to which Trust personnel other than Covered Persons may be entitled by contract or otherwise under law.
Expenses of preparation and presentation of a defense to any claim, action, suit or proceeding subject to a claim for indemnification under this Section 4 shall be advanced by the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification under this Section 4, provided that either:
(a) such undertaking is secured by a surety bond or some other appropriate security or the Trust shall be insured against losses arising out of any such advances; or
(b) a majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees then in office act on the matter) or independent legal counsel in a written opinion shall determine, based upon a review of the readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the recipient ultimately will be found entitled to indemnification.
As used in this Section 4, a Disinterested Trustee is one (x) who is not an Interested Person of the Trust (including anyone, as such Disinterested Trustee, who has been exempted from being an Interested Person by any rule, regulation or order of the Commission), and (y) against whom none of such actions, suits or other proceedings or another action, suit or other proceeding on the same or similar grounds is then or has been pending.
As used in this Section 4, the words claim, action, suit or proceeding shall apply to all claims, actions, suits, proceedings (civil, criminal, administrative or other, including appeals), actual or threatened; and the words liability and expenses shall include without limitation, attorneys fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.
The trustees and officers of the Registrant are covered by joint errors and omissions insurance policies against liability and expenses of claims of wrongful acts arising out of their position with the Registrant and other Nuveen funds, subject to such policies coverage limits, exclusions and deductibles.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the 1933 Act), may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the Declaration of Trust of the Registrant, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.
Item 16. Exhibits.
(1) | Declaration of Trust of Registrant, dated November 12, 2020.(4) | |
(2) | By-Laws of Registrant.(4) | |
(3) | Not applicable. | |
(4) | Agreement and Plan of Reorganization between the Predecessor Registrant and the Target Fund, dated October 16, 2020.(4) | |
(5) | Not applicable. | |
(6)(a) | Form of Investment Management Agreement.(4) | |
(6)(b) | Form of Investment Sub-Advisory Agreement.(4) | |
(7) | Not applicable. | |
(8) | Not applicable. | |
(9)(a) | Amended and Restated Master Custodian Agreement between the Nuveen Investment Companies and State Street Bank and Trust Company, dated July 15, 2015.(1) | |
(9)(b) | Appendix A to Amended and Restated Master Custodian Agreement (updated as of July 31, 2020).(3) |
* |
To be filed by amendment |
(1) |
Filed on December 13, 2016 as an exhibit to Nuveen Preferred & Income Opportunities Funds Registration Statement on Form N-14 (File No. 333-215072) and incorporated by reference herein. |
(2) |
Filed on November 16, 2017 as an exhibit to Post-Effective Amendment No. 1 to Nuveen California AMT-Free Quality Municipal Income Funds Registration Statement on Form N-2 (File No. 333-184971) and incorporated by reference herein. |
(3) |
Filed on September 1, 2020 as an exhibit to Post-Effective Amendment No. 1 to Nuveen AMT-Free Municipal Value Funds Registration Statement on Form N-2 (File No. 333-223524) and incorporated by reference herein. |
(4) |
Filed on February 26, 2021 as an exhibit to Post-Effective Amendment No. 1 to the Registrants Registration Statement on Form N-14 (File No. 333-248308) and incorporated by reference herein. |
Item 17. Undertakings.
(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
(3) The undersigned Registrant agrees that executed opinions of counsel supporting the tax matters discussed in the Joint Proxy Statement/Prospectus will be filed with the Securities and Exchange Commission following the closing of the Reorganization.
SIGNATURES
As required by the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Chicago and the State of Illinois, on the 2nd day of March, 2021.
Nuveen California Municipal Value Fund |
||
By: |
/s/ Mark L. Winget |
|
Mark L. Winget |
||
Vice President and Secretary |
As required by the Securities Act of 1933, this Registrants registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Capacity |
Date |
||||||
/s/ David J. Lamb |
Chief Administrative Officer | March 2, 2021 | ||||||
David J. Lamb |
(principal executive officer) | |||||||
/s/ E. Scott Wickerham |
Vice President and Controller | March 2, 2021 | ||||||
E. Scott Wickerham |
(principal financial and
accounting officer) |
|||||||
|
||||||||
Terence J. Toth** |
Chairman of the Board and Trustee | ) | ||||||
|
) | |||||||
Jack B. Evans* |
Trustee | ) |
By: /s/ Mark L. Winget |
|||||
|
) | Mark L. Winget | ||||||
William C. Hunter* |
Trustee | ) | Attorney-in-Fact | |||||
|
) | March 2, 2021 | ||||||
Albin F. Moschner* |
Trustee | ) | ||||||
|
) | |||||||
John K. Nelson* |
Trustee | ) | ||||||
|
) | |||||||
Judith M. Stockdale* |
Trustee | ) | ||||||
|
) | |||||||
Carole E. Stone** |
Trustee | ) | ||||||
|
) | |||||||
Matthew Thornton III* |
Trustee | ) | ||||||
|
) | |||||||
Margaret L. Wolff* |
Trustee | ) | ||||||
) | ||||||||
Robert L. Young**
|
Trustee
|
|
)
|
|
* |
An original power of attorney authorizing, among others, Mark L. Winget, Kevin J. McCarthy and Mark J. Czarniecki to execute this registration statement, and any amendments hereto has been executed and is incorporated by reference herein. |
** |
An original power of attorney authorizing, among others, Mark L. Winget, Kevin J. McCarthy and Mark J. Czarniecki to execute this registration statement and any amendments hereto has ben executed and is filed herewith as Exhibit (16)(b). |
EXHIBIT INDEX
Exhibit No. |
Name of Exhibit |
|
(14) | Consent of Independent Auditor. | |
(16)(b) | Powers of Attorney. |
Exhibit (14)
KPMG LLP Aon Center Suite 5500 200 E. Randolph Street Chicago, IL 60601-6436 |
Consent of Independent Registered Public Accounting Firm
The Board of Directors/Trustees
Nuveen California Municipal Value Fund, Inc.
Nuveen California Municipal Value Fund 2:
We consent to the use of our reports dated April 27, 2020, with respect to the financial statements and financial highlights of Nuveen California Municipal Value Fund, Inc. and Nuveen California Municipal Value Fund 2, as of February 29, 2020, and to the references to our firm under the headings Experts and Financial Highlights in the Joint Proxy Statement/Prospectus and Experts in the Statement of Additional Information, which are incorporated by reference in the Post-Effective Amendment on Form N-14.
Chicago, Illinois
March 2, 2021
Exhibit (16)(b)
NUVEEN CALIFORNIA MUNICIPAL VALUE FUND
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a trustee of the above-referenced organization, hereby constitutes and appoints MARK J. CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, CHRISTOPHER M. ROHRBACHER, MARK L. WINGET and ERIC F. FESS, and each of them (with full power to each of them to act alone) her true and lawful attorney-in-fact and agent, for her on her behalf and in her name, place and stead, in any and all capacities, to sign, execute and file one or more Registration Statements on Form N-14 under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, including any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the reorganization, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as she might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organization has hereunto set her hand this 24th day of February 2021.
/s/ Carole E. Stone |
Carole E. Stone |
NUVEEN CALIFORNIA MUNICIPAL VALUE FUND
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a trustee of the above-referenced organization, hereby constitutes and appoints MARK J. CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, CHRISTOPHER M. ROHRBACHER, MARK L. WINGET and ERIC F. FESS, and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file one or more Registration Statements on Form N-14 under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, including any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the reorganization, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organization has hereunto set his hand this 24th day of February 2021.
/s/ Terence J. Toth |
Terence J. Toth |
NUVEEN CALIFORNIA MUNICIPAL VALUE FUND
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a trustee of the above-referenced organization, hereby constitutes and appoints MARK J. CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, CHRISTOPHER M. ROHRBACHER, MARK L. WINGET and ERIC F. FESS, and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file one or more Registration Statements on Form N-14 under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, including any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the reorganization, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organization has hereunto set his hand this 24th day of February 2021.
/s/ Robert L. Young |
Robert L. Young |