[Federal Register Volume 61, Number 123 (Tuesday, June 25, 1996)]
[Notices]
[Pages 32866-32867]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-16069]



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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-22027; 811-5491]


Nuveen California Municipal Income Fund, Inc.; Notice of 
Application

June 19, 1996.
AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of application for deregistration under the Investment 
Company Act of 1940 (the ``Act'').

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APPLICANT: Nuveen California Municipal Income Fund, Inc.

RELEVANT ACT SECTIONS: Order requested under section 8(f).

FILING DATES: The application was filed on May 17, 1996.

SUMMARY OF APPLICATION: Applicant requests an order declaring that it 
has ceased to be an investment company.

HEARING OR NOTIFICATION OF HEARING: An order granting the application 
will be issued unless the SEC orders a hearing. Interested persons may 
request a hearing by writing to the SEC's Secretary and serving 
applicants with a copy of the request, personally or by mail. Hearing 
requests should be received by the SEC by 5:30 p.m. on July 15, 1996, 
and should be accompanied by proof of service on applicants, in the 
form of an affidavit or, for lawyers, a certificate of service. Hearing 
requests should state the nature of the writer's interest, the reason 
for the request, and the issues contested. Persons may request 
notification of a hearing by writing to the SEC's Secretary.

ADDRESSES: Secretary, SEC, 450 5th Street, N.W., Washington, D.C. 
20549. Applicant, 333 West Wacker Drive, Chicago, Illinois 60606.

FOR FURTHER INFORMATION CONTACT:
David W. Grim, Staff Attorney, at (202) 942-0571, or Robert A. 
Robertson, Branch Chief, at (202) 942-0564 (Division of Investment 
Management, Office of Investment Company Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained for a fee at the 
SEC's Public Reference Branch.

Applicant's Representations

    1. Applicant is a registered closed-end management investment 
company organized as a Minnesota corporation. On March 4, 1988, 
applicant filed a Notification of Registration on Form N-8A pursuant to 
section 8(a) of the Act and a registration statement on Form N-1A under 
section 8(b) of the Act and under the Securities Act of 1933. The 
registration statement became effective on April 19, 1988, and the 
initial public offering commenced soon thereafter.
    2. On July 26, 1995, applicant's board of directors unanimously 
approved the Agreement and Plan of Reorganization and Liquidation (the 
``Agreement''), under which substantially all of the assets of 
applicant would be transferred to Nuveen California Municipal Value 
Fund, Inc. (the ``Acquiring Fund''), a Minnesota corporation registered 
under the Act as a closed-end management investment company, in 
exchange for shares of the Acquiring Fund. Following receipt of the 
shares of the Acquiring Fund, applicant would distribute those shares 
to its shareholders in complete liquidation of applicant. In accordance 
with rule 17a-8 under the Act,\1\ applicant's board of directors 
determined that the proposed reorganization was in the best interest of 
applicant and that the interests of the existing shareholders of 
applicant would not be diluted as a result of the proposed 
reorganization.
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    \1\ Rule 17a-8 provides an exemption from section 17(a) of the 
Act for certain reorganizations among registered investment 
companies that may be affiliated persons, or affiliated persons of 
an affiliated person, solely by reason of having a common investment 
adviser, common directors, and/or common officers.
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    3. The proposed reorganization was approved by applicant's 
shareholders at the annual shareholder meeting on November 16, 1995.
    4. Pursuant to the Agreement, on January 8, 1996, applicant 
transferred substantially all of its assets to the Acquiring Fund. In 
exchange for applicant's assets, the Acquiring Fund transferred the 
number of Acquiring Fund shares having an aggregate net asset value 
equal to the value of applicant's net assets to applicant and assumed 
substantially all of applicant's liabilities. Following this exchange, 
applicant distributed the shares of the Acquiring Fund received in 
connection with the reorganization to its shareholders on a pro rata 
basis (the ``Reorganization''). On the date of Reorganization, 
applicant had 5,209,911 shares of beneficial interest outstanding, 
having an aggregate net asset value of $61,944,963.96 and a net asset 
value per share of $11.89.
    5. Applicant and the Acquiring fund together have incurred, in the 
aggregate, expenses of $161,604 in connection with the Reorganization. 
The aggregate expenses include legal fees, audit fees and expenses, 
printing expenses, mailing expenses, proxy solicitation expenses, and 
filing fees. The expenses resulting from the Reorganization were 
allocated between applicant and the Acquiring Fund based upon estimated 
savings to each as a result of expected reduced operating expenses 
following the Reorganization. Estimated expenses relating to the 
Reorganization were accrued prior to the effective time of the 
Reorganization, with applicant paying a total of $95,661 and the 
Acquiring Fund paying a total of $65,943.
    6. Applicant has retained cash to pay certain liabilities accrued 
in connection with the Reorganization. As of May 1, 1996, the amount of 
such cash was $39,660.56.
    7. As of the date of the application, applicant had no 
shareholders. Applicant is not a party to any litigation or 
administrative proceeding. Applicant is neither engaged nor proposes to 
engage in any business activities other than those necessary for the 
winding-up of its affairs.
    8. Applicant intends to file a certificate of dissolution in 
accordance with the law of the State of Minnesota.


[[Page 32867]]


    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-16069 Filed 6-24-96; 8:45 am]
BILLING CODE 8010-01-M