Nuveen Taxable Municipal Income Fund

N-2 1 jce-n2_051724.htm INITIAL FILING OF A REGISTRATION STATEMENT Nuveen Taxable Municipal Income Fund

As filed with the U.S. Securities and Exchange Commission on May 17, 2024

Securities Act Registration No. 333-[ ]

Investment Company Registration No. 811-22003

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-2


☒		Registration Statement under the Securities Act of 1933:

☐		Pre-Effective Amendment No.

☐		Post-Effective Amendment No.

		and

☒		Registration Statement under the Investment Company Act of 1940:

☒		Amendment No. 7

Nuveen Core Equity Alpha Fund

Exact Name of Registrant as Specified in the Declaration of Trust

333 West Wacker Drive Chicago, Illinois 60606

Address of Principal Executive Offices (Number, Street, City, State, Zip Code)

(800) 257-8787

Registrant’s Telephone Number, including Area Code

Mark L. Winget

Vice President and Secretary

333 West Wacker Drive

Chicago, Illinois 60606

Name and Address (Number, Street, City, State, Zip Code) of Agent for Service

Copies of Communications to:

Eric S. Purple, Esquire

Joel D. Corriero, Esquire

Eric F. Fess

Stradley Ronon Stevens & Young, LLP

2000 K Street, N.W., Suite 700

Washington, D.C. 20006

Stradley Ronon Stevens & Young, LLP

2005 Market Street, Suite 2600

Philadelphia, Pennsylvania 19103

Chapman and Cutler LLP

111 West Monroe

Chicago, Illinois 60603

Approximate Date of Commencement of Proposed Public Offering:

From time to time after the effective date of this Registration Statement.

☐ Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.

☒ Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan.

☒ Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.

☐ Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.

☐ Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.

It is proposed that this filing will become effective (check appropriate box)

☐ when declared effective pursuant to Section 8(c) of the Securities Act.

If appropriate, check the following box:

☐ This [post-effective] amendment designates a new effective date for a previously filed [post-effective] amendment [registration statement].

☐ This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: .

☐ This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: .

☐ This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: .

Check each box that appropriately characterizes the Registrant:

☒ Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)).

☐ Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).

☐ Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).

☒ A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).

☐ Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).

☐ Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”).

☐ If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.

☐ New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that the Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.


Prospectus Summary			1
Summary of Fund Expenses			6
Financial Highlights			6
Trading and Net Asset Value Information			6
The Fund			6
Use of Proceeds			7
The Fund’s Investments			7
Use of Leverage			8
Risk Factors			9
Management of the Fund			9
Net Asset Value			12
Distributions			12
Dividend Reinvestment Plan			13
Plan of Distribution			13
Description of Shares			16
Rights Offerings			18
Certain Provisions in the Declaration of Trust and By-Laws			19
Repurchase of Fund Shares; Conversion to Open-End Fund			21
Tax Matters			22
Custodian and Transfer Agent			25
Independent Registered Public Accounting Firm			25
Legal Matters			25
Available Information			25
Incorporation By Reference			26


Average Daily Managed Assets*	Fund-Level Fee Rate
For the first $500 million		0.7500	%
For the next $500 million		0.7250	%
For the next $500 million		0.7000	%
For the next $500 million		0.6750	%
For managed assets over $2 billion		0.6500	%


Complex-Level Asset Breakpoint Level*	Effective Complex-Level Fee Rate at Breakpoint Level
For the first $124.3 billion		0.1600	%
For the next $75.7 billion		0.1350	%
For the next $200 billion		0.1325	%
For eligible assets over $400 billion		0.1300	%


Use of Proceeds			2
Investment Objective and Policies			2
Investment Restrictions			2
The Fund’s Investments			4
Management of the Fund			18
Investment Adviser, Sub-Adviser and Portfolio Managers			42
Code of Ethics			48
Proxy Voting Policies			48
Portfolio Transactions and Brokerage			49
Tax Matters			51
Financial Statements			54
Custodian and Transfer Agent			54
Independent Registered Public Accounting Firm			54
Legal Matters			54
Additional Information			54
Appendix A			A-1


Name, Business Address and Year of Birth	Position(s) Held with the Trust	Term of Office and Length of Time Served in the Fund Complex	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee During Past Five Years
Independent Trustees:
Thomas J. Kenny 730 Third Avenue New York, NY 10017-3206 1963	Co-Chair of the Board and Trustee	Term—Class I Length of Service— Since 2024, Co-Chair of the Board since January 2024	Advisory Director (2010–2011), Partner (2004–2010), Managing Director (1999–2004) and Co-Head of Global Cash and Fixed Income Portfolio Management Team (2002–2010), Goldman Sachs Asset Management (asset management).	216	Director (since 2015) and Chair of the Finance and Investment Committee (since 2018), Aflac Incorporated; formerly, Director (2021-2022), ParentSquare; formerly, Director (2021-2022) and Finance Committee Chair (2016-2022), Sansum Clinic; formerly, Advisory Board Member (2017-2019), B’Box; formerly, Member (2011-2020), the University of California at Santa Barbara Arts and Lectures Advisory Council; formerly, Investment Committee Member (2012-2020), Cottage Health System; formerly, Board Member (2009-2019) and President of the Board (2014-2018), Crane Country Day School; Trustee (2011-2023) and Chairman (2017-2023), the College Retirement Equities Fund; Manager (2011-2023) and Chairman (2017-2023), TIAA Separate Account VA-1

Table of Contents

SEC Form N-2 filed by Nuveen Core Equity Alpha Fund