Application for Deregistration (n-8f)
March 25 2022 - 2:19PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-8F
Application for Deregistration of Certain Registered Investment Companies.
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I. |
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General Identifying Information |
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1. |
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Reason fund is applying to deregister (check only one: for descriptions, see
Instruction 1 above): |
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☒ |
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Merger |
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☐ |
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Liquidation |
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☐ |
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Abandonment of Registration
(Note: Abandonments of Registration answer only questions 1 through 15, 24 and 25 of this form and complete verification at the end
of the form.) |
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☐ |
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Election of status as a Business Development Company
(Note: Business Development Companies answer only questions 1 through 10 of this form and complete verification at the end of the
form.) |
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2. |
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Name of fund: |
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Nuveen California Municipal Value Fund 2 |
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3. |
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Securities and Exchange Commission File No.: |
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811-22272 |
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4. |
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Is this an initial Form N-8F or an amendment to a previously
filed Form N-8F? |
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Initial Application |
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Amendment |
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5. |
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Address of Principal Executive Office (include No. & Street, City, State, Zip Code): |
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333 West Wacker Drive
Chicago, IL 60606 |
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6. |
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Name, address and telephone number of individual the Commission staff should contact with any questions
regarding this form: |
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Mark Winget
333 West Wacker Drive
Chicago, IL 60606 (312)
917-7883 |
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7. |
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Name, address and telephone number of individual or entity responsible for maintenance and preservation of
fund records in accordance with rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]: |
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Nuveen, LLC
333 West Wacker Drive
Chicago, IL 60606 (312)
917-7700 |
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NOTE: Once deregistered, a fund is still required to
maintain and preserve the records described in rules 31a-1 and 31a-2 for the periods specified in those rules. |
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8. |
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Classification of fund (check only one): |
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Management company; |
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Unit investment trust; or |
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Face-amount certificate company. |
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9. |
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Subclassification if the fund is a management company (check only one): |
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Open-end |
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Closed-end |
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10. |
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State law under which the fund was organized or formed (e.g., Delaware, Massachusetts): |
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Massachusetts |
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11. |
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Provide the name and address of each investment adviser of the fund (including sub-advisers) during the last five years, even if the funds contracts with those advisers have been terminated: |
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Investment
Adviser: Nuveen Fund Advisors, LLC 333 West Wacker Drive
Chicago, IL 60606
Sub-Adviser:
Nuveen Asset Management, LLC 333 West Wacker Drive
Chicago, IL 60606 |
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12. |
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Provide the name and address of each principal underwriter of the fund during the last five years, even if
the funds contracts with those underwriters have been terminated: |
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N/A |
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13. |
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If the fund is a unit investment trust (UIT) provide: |
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(a) |
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Depositors name(s) and address(es): |
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N/A |
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(b) |
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Trustees name(s) and address(es): |
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N/A |
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14. |
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Is there a UIT registered under the Act that served as a vehicle for investment in the fund (e.g., an
insurance company separate account)? |
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☐ Yes ☒ No |
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If Yes, for each UIT state: |
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Name(s): |
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File No.: 811-
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Business Address: |
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15. |
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(a) |
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Did the fund obtain approval from the board of directors concerning the decision to engage in a Merger, Liquidation or
Abandonment of Registration? |
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☒ Yes ☐ No |
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If Yes, state the date on which the board vote took place: |
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August 6, 2020 |
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If No, explain: |
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(b) |
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Did the fund obtain approval from the shareholders concerning the decision to engage in a Merger, Liquidation or
Abandonment of Registration? |
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☒ Yes ☐ No |
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If Yes, state the date on which the shareholder vote took place: |
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February 17, 2021 |
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If No, explain: |
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II. |
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Distributions to Shareholders |
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16. |
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Has the fund distributed any assets to its shareholders in connection with the Merger or
Liquidation? |
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☒ Yes ☐ No |
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(a) |
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If Yes, list the date(s) on which the fund made those distributions: |
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April 1, 2021 |
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(b) |
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Were the distributions made on the basis of net assets? |
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☒ Yes ☐ No |
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(c) |
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Were the distributions made pro rata based on share ownership? |
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☒ Yes ☐ No |
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(d) |
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If No to (b) or (c) above, describe the method of distributions to shareholders. For Mergers, provide the exchange
ratio(s) used and explain how it was calculated: |
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(e) |
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Liquidations only:
Were any distributions to shareholders made in kind? |
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☐ Yes ☐ No |
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If Yes, indicate the percentage of fund shares owned by affiliates, or any other affiliation of shareholders: |
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17. |
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Closed-end funds only:
Has the fund issued senior securities? |
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☐ Yes ☒ No |
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If Yes, describe the method of calculating payments to senior securityholders and distributions to other
shareholders: |
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18. |
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Has the fund distributed all of its assets to the funds shareholders? |
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☒ Yes ☐ No |
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If No, |
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(a) |
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How many shareholders does the fund have as of the date this form is filed? |
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(b) |
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Describe the relationship of each remaining shareholder to the fund: |
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19. |
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Are there any shareholders who have not yet received distributions in complete liquidation of their
interests? |
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☐ Yes ☒ No |
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If Yes, describe briefly the plans (if any) for distributing to, or preserving the interests of, those
shareholders: |
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III. |
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Assets and Liabilities |
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20. |
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Does the fund have any assets as of the date this form is filed?
(See question 18 above) |
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☐ Yes ☒ No |
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If Yes, |
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(a) |
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Describe the type and amount of each asset retained by the fund as of the date this form is
filed: |
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(b) |
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Why has the fund retained the remaining assets? |
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(c) |
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Will the remaining assets be invested in securities? |
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☐ Yes ☐ No |
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21. |
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Does the fund have any outstanding debts (other than face-amount certificates if the fund is a face-amount
certificate company) or any other liabilities? |
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☐ Yes ☒ No |
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If Yes, |
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(a) |
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Describe the type and amount of each debt or other liability: |
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(b) |
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How does the fund intend to pay these outstanding debts or other liabilities? |
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IV. |
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Information About Event(s) Leading to Request for Deregistration |
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22. |
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(a) |
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List the expenses incurred in connection with the Merger or Liquidation: |
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(i) |
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Legal expenses: $432,855 |
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(ii) |
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Accounting expenses: $16,000 |
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(iii) |
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Other expenses (list and identify separately):
Proxy Print and Mail: $142,278
Rating Agency and Listing Fees: $0
Miscellaneous: $33,072 |
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(iv) |
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Total expenses (sum of lines (i)-(iii) above): $624,205 |
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(b) |
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How were those expenses allocated? |
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Nuveen California Municipal Value Fund 2 43%
Nuveen California Municipal Value Fund. -
57% |
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(c) |
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Who paid those expenses? |
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Nuveen California Municipal Value Fund 2 - $268,408
Nuveen California Municipal Value Fund -
$355,797 |
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(d) |
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How did the fund pay for unamortized expenses (if any)? |
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N/A |
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23. |
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Has the fund previously filed an application for an order of the commission regarding the Merger or
Liquidation? |
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☐ Yes ☒ No |
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If Yes, cite the release numbers of the Commissions notice and order or, if no notice or order has been
issued, the file number and date the application was filed: |
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V. |
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Conclusion of Fund Business |
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24. |
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Is the fund a party to any litigation or administrative proceeding? |
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☐ Yes ☒ No |
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If Yes, describe the nature of any litigation or proceeding and the position taken by the fund in that
litigation: |
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25. |
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Is the fund now engaged, or intending to engage, in any business activities other than those necessary for
winding up its affairs? |
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☐ Yes ☒ No |
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If Yes, describe the nature and extent of those activities: |
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VI. |
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Mergers Only |
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26. |
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(a) |
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State the names of the funds surviving the Merger: |
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Nuveen California Municipal Value Fund f/k/a Nuveen California Municipal Value Fund, Inc. |
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(b) |
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State the Investment Company Act file number of the funds surviving the Merger: |
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811-05235 |
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(c) |
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If the merger or reorganization agreement has been filed with the Commission, state the file number(s), form type used and
date the agreement was filed: |
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Agreement and Plan of Reorganization filed as Appendix A of Joint Proxy Statement/Prospectus on October 20, 2020
under file number 333-248308 on Form 497 (SEC Accession No. 0001193125-20-272942). |
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(d) |
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If the merger or reorganization agreement has not been filed with the Commission, provide a copy of the
agreement as an exhibit to this form. |
VERIFICATION
The undersigned states that (i) he has executed this Form N-8F application for an
order under Section 8(f) of the Investment Company Act of 1940 on behalf of Nuveen California Municipal Value Fund 2, (ii) he is the Vice President and Secretary of The Nuveen Closed-End
Funds, and (iii) all actions by shareholders, directors, and any other body necessary to authorize the undersigned to execute and file this Form N-8F application have been taken. The undersigned also
states that the facts set forth in this Form N-8F application are true to the best of his knowledge, information and belief.
March 25, 2022
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/s/ Mark L. Winget |
Mark L. Winget |
Vice President and Secretary |
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