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As filed with the Securities and Exchange Commission on July 31, 1995.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 [_]
File No. 33-01971
Pre-Effective Amendment No. [_]
---
Post-Effective Amendment No. 21 [X]
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [_]
File No. 811-04508
Amendment No. 21 [X]
NUVEEN CALIFORNIA TAX-FREE FUND, INC.
(Exact Name of Registrant as Specified in Charter)
333 West Wacker Drive, Chicago, Illinois 60606
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (312) 917-7700
James J. Wesolowski, Esq.--Vice President and Secretary
333 West Wacker Drive
Chicago, Illinois 60606
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box):
[_] immediately upon filing [_] on (date) pursuant to paragraph
pursuant to paragraph (b) (a)(1)
[x] on July 31, 1995 pursuant [_] 75 days after filing pursuant
to paragraph (b) to paragraph (a)(2)
[_] 60 days after filing [_] on (date) pursuant to paragraph
pursuant to paragraph (a)(1) (a)(2) ofRule 485.
If appropriate, check the following box:
[_] This post-effective amendment designates a new effective date for a previ-
ously filed post-effective amendment.
PURSUANT TO RULE 24F-2 OF THE INVESTMENT COMPANY ACT OF 1940, REGISTRANT HAS
REGISTERED AN INDEFINITE NUMBER OF SHARES (DESIGNATED AS CLASS A SHARES, CLASS
C SHARES AND CLASS R SHARES) OF THE FOLLOWING SERIES: NUVEEN CALIFORNIA TAX-
FREE VALUE FUND AND NUVEEN CALIFORNIA INSURED TAX-FREE VALUE FUND AND AN INDEF-
INITE NUMBER OF SHARES (DESIGNATED AS INSTITUTIONAL SERIES SHARES, SERVICE PLAN
SERIES SHARES AND DISTRIBUTION PLAN SERIES SHARES) OF NUVEEN CALIFORNIA TAX-
FREE MONEY MARKET FUND. A RULE 24F-2 NOTICE FOR THE REGISTRANT'S FISCAL YEAR
ENDED FEBRUARY 28, 1995, WAS FILED ON OR ABOUT APRIL 25, 1995.
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CONTENTS
OF
POST-EFFECTIVE AMENDMENT NO. 21
TO
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FILE NO. 33-01971
AND
AMENDMENT NO. 21
TO
REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940
FILE NO. 811-04508
This Registration Statement Amendment is being filed solely for the purpose of
filing as Exhibit 18 a Multiple Class Plan adopted pursuant to Rule 18f-3 of
the Investment Company Act of 1940 and in accordance with Investment Company
Act Rel. No. 20915. Parts A, B and C of the Registration Statement as most
recently filed prior to the date hereof remain fully effective and are not
changed by the filing of this Amendment.
This Registration Statement Amendment comprises the following papers and
contents:
The Facing Sheet
Cross-Reference Sheet
Signatures
Index to Exhibits
Exhibits
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NUVEEN CALIFORNIA TAX-FREE FUND, INC.
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CROSS REFERENCE SHEET
PART A--PROSPECTUS FOR NUVEEN CALIFORNIA TAX-FREE VALUE FUND AND
NUVEEN CALIFORNIA INSURED TAX-FREE VALUE FUND
<TABLE>
<CAPTION>
TEM IN PART AI
OF FORM N-1A PROSPECTUS LOCATION
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<S> <C>
1 Cover Page Cover Page
2 Synopsis Summary of Fund Expenses; How to Determine
if One of the Funds Is Right for You
3 Condensed Financial Information Financial Highlights
4 General Description of General Information; What Are the Funds'
Registrant Investment Objectives and Policies
5 Management of the Fund Summary of Fund Expenses; Who Is
Responsible for the Operation of the Funds;
Management of the Funds; General
Information
5A Management's Discussion of Fund Incorporated by Reference to Annual Report
Performance to Shareholders; Distributions and Taxes
6 Capital Stock and Other General Information; Distributions and
Securities Taxes
7 Purchase of Securities Being Flexible Sales Charge Program; How to Buy
Offered Fund Shares; Distribution and Service
Plans; Management of the Funds; Net Asset
Value
8 Redemption or Repurchase How to Redeem Fund Shares
9 Pending Legal Proceedings Not Applicable
</TABLE>
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PART B--STATEMENT OF ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
ITEM IN PART B LOCATION IN STATEMENT
OF FORM N-1A OF ADDITIONAL INFORMATION
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<S> <C>
10 Cover Page Cover Page
11 Table of Contents Cover Page
12 General Information and History Not Applicable
13 Investment Objectives and Fundamental Policies and Investment
Policies Portfolio
14 Management of the Fund Management
15 Control Persons and Principal Management
Holders of Securities
16 Investment Advisory and Other Investment Adviser and Investment
Services Management Agreement; Distribution and
Service Plans; Independent Public
Accountants and Custodian
17 Brokerage Allocation and Other Portfolio Transactions
Practices
18 Capital Stock and Other See "General Information" in the Prospectus
Securities
19 Purchase, Redemption and Additional Information on the Purchase and
Pricing of Securities Redemption of Fund Shares; Distribution and
Service Plans; Net Asset Value
20 Tax Status Tax Matters
21 Underwriters Additional Information on the Purchase and
Redemption of Fund Shares; See "How to Buy
Fund Shares" and "Management of the Funds"
in the Prospectus
22 Calculation of Performance Data Performance Information
23 Financial Statements Incorporated by Reference to Annual Report
to Shareholders
</TABLE>
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NUVEEN CALIFORNIA TAX-FREE FUND, INC.
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CROSS REFERENCE SHEET
PART A--PROSPECTUS FOR NUVEEN CALIFORNIA TAX-FREE MONEY MARKET FUND
<TABLE>
<CAPTION>
TEM IN PART AI
OF FORM N-1A PROSPECTUS LOCATION
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<S> <C>
1 Cover Page Cover Page
2 Synopsis Fund Expenses; Highlights
3 Condensed Financial Information Financial Highlights
4 General Description of The Fund and Its Investment Objectives;
Registrant Investment Policies of the Fund
5 Management of the Fund Management of the Fund; General Information
6 Capital Stock and Other General Information; Distributions and
Securities Taxes
7 Purchase of Securities Being Management of the Fund; Net Asset Value;
Offered How to Buy Fund Shares
8 Redemption or Repurchase How to Redeem Fund Shares
9 Pending Legal Proceedings Not Applicable
</TABLE>
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND THE INVESTMENT
COMPANY ACT OF 1940, THE REGISTRANT CERTIFIES THAT THIS REGISTRATION STATEMENT
MEETS ALL THE REQUIREMENTS FOR EFFECTIVENESS UNDER PARAGRAPH (B) OF RULE 485 OF
THE SECURITIES ACT OF 1933 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE
CITY OF CHICAGO, AND STATE OF ILLINOIS, ON THE 31ST DAY OF JULY, 1995.
NUVEEN CALIFORNIA TAX-FREE FUND, INC.
/s/ Gifford R. Zimmerman
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Gifford R. Zimmerman, Vice President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND
ON THE DATE INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ O. Walter Renfftlen
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O. Walter Renfftlen Vice President and July 31, 1995
Controller (Principal
Financial and
Accounting Officer)
Richard J. Franke Chairman of the Board
and Director (Principal /s/ Gifford R. Zimmerman
Executive Officer) By _________________________
Lawrence H. Brown Director Gifford R. Zimmerman
Anne E. Impellizzeri Director Attorney-in-Fact
Margaret K. Rosenheim Director
Peter R. Sawers Director July 31, 1995
Timothy R. Schwertfeger President and Director
</TABLE>
AN ORIGINAL POWER OF ATTORNEY AUTHORIZING, AMONG OTHERS, JAMES J. WESOLOWSKI
AND GIFFORD R. ZIMMERMAN TO EXECUTE THIS REGISTRATION STATEMENT, AND AMENDMENTS
THERETO, FOR EACH OF THE OFFICERS AND DIRECTORS OF REGISTRANT ON WHOSE BEHALF
THIS REGISTRATION STATEMENT IS FILED, HAS BEEN EXECUTED AND FILED WITH THE SE-
CURITIES AND EXCHANGE COMMISSION.
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INDEX TO EXHIBITS
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<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
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<C> <S> <C>
18. Multiple Class Plan Adopted Pursuant to Rule 18f-3.
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Exhibit 18
NUVEEN MUNICIPAL BOND FUND
NUVEEN MULTISTATE TAX-FREE TRUST
NUVEEN INSURED TAX-FREE BOND FUND, INC.
NUVEEN TAX-FREE BOND FUND, INC.
NUVEEN CALIFORNIA TAX-FREE FUND, INC.
Multiple Class Plan
Adopted Pursuant to Rule 18f-3
WHEREAS, Nuveen Municipal Bond Fund, a Massachusetts business trust, Nuveen
Multistate Tax-Free Trust, a Massachusetts business trust, Nuveen Insured
Tax-Free Bond Fund, Inc., a Minnesota corporation, Nuveen Tax-Free Bond Fund,
Inc., a Minnesota corporation, and Nuveen California Tax-Free Fund, Inc., a
Maryland corporation (each a "Fund" and collectively the "Funds"), each engage
in business as an open-end management investment company and are each registered
as such under the Investment Company Act of 1940, as amended (the "Act");
WHEREAS, each Fund is authorized to and does issue shares of common stock
or shares of beneficial interest in separate series, with the shares of each
such series representing the interests in a separate portfolio of securities and
other assets (each Fund's series relating to long-term securities together with
all other such series subsequently established by a Fund being referred to
herein individually as a "Series" and collectively as the "Series");
WHEREAS, each Fund is authorized to and has divided the shares of each
Series into three classes, designated as Class A Shares, Class C Shares and
Class R Shares; and
WHEREAS, the Board of each Fund as a whole, and the Trustees or Directors,
as applicable, who are not interested persons of each such Fund (as defined in
the Act) (the "Non-Interested Members"), after having been furnished and
having evaluated information reasonably necessary to evaluate this Multiple
Class Plan (the "Plan"), have determined in the exercise of their reasonable
business judgment that the Plan is in the best interests of each class of each
Series individually, and each Series and the Fund as a whole.
NOW, THEREFORE, each Fund hereby adopts this Plan, effective August 1,
1995, in accordance with Rule 18f-3 under the Act:
1. Class Differences. Each class of shares of a Series shall represent
interests in the same portfolio of investments of that Series and, except as
otherwise set forth in this Plan, shall differ solely with respect to: (i)
distribution, service and other charges and expenses as provided for in
Sections 2 and 3 of this Plan; (ii) the exclusive right of each class of shares
to vote on matters submitted to shareholders that relate solely to that class
or for which the interests of one class differ from the interests of another
class or classes; (iii) such differences relating to eligible investors as may
be set forth in the prospectus and statement of additional information of each
Series, as the same may be amended or supplemented from time to time (each a
"Prospectus" and "SAI" and
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collectively, the "Prospectus" and "SAI"); (iv) the designation of each class
of shares; and (v) conversion features.
2. Distribution and Service Arrangements; Conversion Features. Class A
Shares, Class C Shares and Class R Shares of each Fund shall differ in the
manner in which such shares are distributed and in the services provided to
shareholders of each such class as follows:
a) Class A Shares:
(i) Class A Shares shall be sold at net asset value subject to a
front-end sales charge set forth in the Prospectus and SAI;
(ii) Class A Shares shall be subject to an annual service fee
("Service Fee") pursuant to a Plan of Distribution and Service
Pursuant to Rule 12b-1 (the "12b-1 Plan") not to exceed 0.25
of 1% of the average daily net assets of the Series allocable
to Class A Shares, which, as set forth in the Prospectus, SAI
and the 12b-1 Plan, may be used to compensate certain
authorized dealers for providing ongoing account services to
shareholders; and
(iii) Class A Shares shall not be subject to a Distribution Fee
(as hereinafter defined).
b) Class C Shares:
(i) Class C Shares shall be sold at net asset value without a
front-end sales charge;
(ii) Class C Shares shall be subject to a Service Fee pursuant to
the 12b-1 Plan not to exceed 0.25 of 1% of average daily net
assets of the Series allocable to Class C Shares, which, as
set forth in the Prospectus, SAI and the 12b-1 Plan, may be
used to compensate certain authorized dealers for providing
ongoing account services to shareholders;
(iii) Class C Shares shall be subject to an annual distribution fee
("Distribution Fee") pursuant to the 12b-1 Plan not to exceed
0.75 of 1% of average daily net assets of the Series allocable
to Class C Shares less the amount of any CDSC (as hereinafter
defined) received by John Nuveen & Co. Incorporated, the Funds'
distributor, and for which any applicable reinstatement period,
as set forth in the Prospectus and SAI, has expired, which, as
set forth in the Prospectus, SAI and the 12b-1 Plan, will be
used to compensate certain authorized dealers over time for the
sale of Class C Shares;
(iv) Class C Shares redeemed within 12 months of purchase shall be
subject to a contingent deferred sales charge ("CDSC") of
1% of the
2
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lower of (a) the net asset value of Class C Shares at the time
of purchase or (b) the net asset value of Class C Shares at
the time of redemption, as set forth in the Prospectus and SAI;
and
(v) Class C Shares will automatically convert to Class A Shares six
years after purchase, as set forth in the Prospectus and SAI.
c) Class R Shares:
(i) Class R Shares shall be sold at net asset value without a
front-end sales charge;
(ii) Class R Shares shall not be subject to a Service Fee; and
(iii) Class R Shares shall not be subject to a Distribution Fee.
3. ALLOCATION OF INCOME, EXPENSES, GAINS AND LOSSES. a) Investment
Income, and Realized and Unrealized Gains and Losses. The daily investment
income, and realized and unrealized gains and losses, of a Series will be
allocated to each class of shares based on each class' relative percentage of
the total value of shares outstanding of the Series at the beginning of the
day, after such net assets are adjusted for the prior day's capital share
transactions.
b) Series Level Expenses. Expenses that are attributable to a Series,
but not a particular class thereof ("Series level expenses"), will be allocated
to each class of shares based on each class' relative percentage of the total
value of shares outstanding of the Series at the beginning of the day, after
such net assets are adjusted for the prior day's capital share transactions.
Series level expenses include fees for services that are received equally by the
classes under the same fee arrangement. All expenses attributable to a Series
that are not "class level expenses" (as defined below) shall be Series level
expenses, including but not limited to transfer agency fees and expenses, share
registration expenses, and shareholder reporting expenses.
c) Class Level Expenses. Expenses that are directly attributable to a
particular class of shares, including the expenses relating to the distribution
of a class' shares, or to services provided to the shareholders of a class, as
set forth in Section 2 of this Plan, will be incurred by that class of shares.
Class level expenses include expenses for services that are unique to a class of
shares in either form or amount. "Class level expenses" shall include, but not
be limited to, 12b-1 Service Fees, 12b-1 Distribution Fees, expenses associated
with the addition of share classes to a fund (to the extent that the expenses
were not fully accrued prior to the issuance of the new classes of shares),
expenses of administrative personnel and services required to support the
shareholders of a specific class, litigation or other legal expenses relating to
a specific class of shares, directors' fees or expenses incurred as a result of
issues relating to a specific class of shares, and accounting expenses relating
to a specific class of shares.
d) Fee Waivers and Expense Reimbursements. On a daily basis, if the
Series level expenses and the class level expenses (not including 12b-1 plan
payments) exceed the daily expense cap for the Series, an appropriate
waiver/reimbursement will be made to the Series. The
3
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amount of such reimbursement to each class will be in an amount such that the
expenses of the class with the highest expense ratio (excluding Service Fees and
Distribution Fees) will be equal to the daily expense cap after reimbursement.
The expense reimbursement will be allocated to each class of shares based on
each class' relative percentage of the total value of shares outstanding of the
Series at the beginning of the day, after such net assets are adjusted for the
prior day's capital share transactions.
4. EXCHANGE PRIVILEGE. Shares of a class of a Series may be exchanged
only for shares of the same class of another Series, except as otherwise set
forth in the Prospectus and SAI.
5. TERM AND TERMINATION. a) The Series. This Plan shall become effective
with respect to each Series on August 1, 1995, and shall continue in effect with
respect to such Class A, Class C and Class R Shares of each such Series until
terminated in accordance with the provisions of Section 5(c) hereof.
b) Additional Series or Classes. This Plan shall become effective
with respect to any class of shares of a Series other than Class A, Class C or
Class R and with respect to each additional Series or class thereof established
by a Fund after the date hereof and made subject to this Plan upon commencement
of the initial public offering thereof (provided that the Plan has previously
been approved with respect to such additional Series or class by votes of a
majority of both (i) the members of the Board of a Fund, as a whole, and (ii)
the Non-Interested Members, cast at a meeting held before the initial public
offering of such additional Series or classes thereof), and shall continue in
effect with respect to each such additional Series or class until terminated in
accordance with provisions of Section 5(c) hereof. An addendum setting forth
such specific and different terms of such additional series or classes shall be
attached to or made part of this Plan.
c) Termination. This Plan may be terminated at any time with respect
to any Fund or any Series or class thereof, as the case may be, by vote of a
majority of both the members of the Board of a Fund, as a whole, and the
Non-Interested Members. The Plan may remain in effect with respect to a
particular Fund or any Series or class thereof even if it has been terminated in
accordance with this Section 5(c) with respect to any other Fund or Series or
class thereof.
6. SUBSEQUENT FUNDS. The parties hereto intend that any open-end
investment company established subsequent to the date set forth below for which
Nuveen Advisory Corp. acts as investment adviser (each a "Future Fund"), will be
covered by the terms and conditions of this Plan, provided that the Board of
such Future Fund as a whole, and the Non-Interested Members of such Future Fund,
after having been furnished and having evaluated information reasonably
necessary to evaluate the Plan, have determined in the exercise of their
reasonable business judgment that the Plan is in the best interests of each
class of each Series of such Future Fund individually, and each Series of such
Future Fund and such Future Fund as a whole.
7. AMENDMENTS. a) General. Except as set forth below, any material
amendment to this Plan affecting a Fund or Series or class thereof shall require
the affirmative vote of a majority of both the members of the Board of that
Fund, as a whole, and the Non-Interested Members that the amendment is in the
best interests of each class of each Series individually and each Series as a
whole.
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b) Future Funds. Any amendment to the Plan solely for the purpose of
adding a Future Fund as a party hereto in accordance with Section 6, will not
require any action by the Boards of the Funds.
Dated: July 25, 1995
5
