As filed with the Securities and Exchange Commission on July 29, 2015
Securities Act File No. 333-203768
Investment Company Act File No. 811-23051
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-2
(Check appropriate box or boxes)
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| x | | REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
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| ¨ | | Pre-Effective Amendment No. |
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| x | | Post-Effective Amendment No. 1 |
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| x | | REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |
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| x | | Amendment No. 5 |
Nuveen High Income 2020 Target Term Fund
Exact Name of Registrant as Specified in 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
Kevin J. McCarthy
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:
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| David P. Glatz | | Eric F. Fess | | David Wohl |
K&L Gates LLP
70 W. Madison St. Suite 3100 Chicago, IL 60602 | | Chapman and Cutler LLP
111 W. Monroe Chicago, IL 60603 | | Weil, Gotshal & Manges LLP
767 Fifth Avenue New York, NY 10153 |
Approximate Date of Proposed Public Offering:
As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box. ¨
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-203768) of Nuveen High Income 2020 Target Term Fund (the “Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 1 consists only of a facing page, this explanatory note and Part C of the Registration Statement on Form N-2 setting forth the exhibits to the Registration Statement. This Post-Effective Amendment No. 1 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 1 shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.
PART C—OTHER INFORMATION
Item 25: Financial Statements and Exhibits
Financial statements indicating that the Registrant has met the net worth requirements of Section 14(a) of the 1940 Act have been filed with Pre-effective Amendment No. 4 to this Registration Statement on Form N-2.
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| a. | | Declaration of Trust dated April 13, 2015.(1) |
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| b. | | By-laws of Registrant.(1) |
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| c. | | None. |
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| d. | | None. |
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| e. | | Terms and Conditions of the Automatic Dividend Reinvestment Plan.(2) |
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| f. | | None. |
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| g.1 | | Investment Management Agreement dated June 10, 2015.(4) |
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| g.2 | | Sub-Advisory Agreement dated July 10, 2015.(4) |
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| h.1 | | Form of Underwriting Agreement.(5) |
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| h.2 | | Form of Dealer Letter Agreement.(5) |
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| h.3 | | Form of Nuveen Master Selected Dealer Agreement.(5) |
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| h.4 | | Form of Morgan Stanley & Co. LLC Master Selected Dealers Agreement.(5) |
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| h.5 | | Form of Morgan Stanley & Co. LLC Master Agreement Among Underwriters.(5) |
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| h.6 | | Form of Morgan Stanley & Co. LLC Structuring and Syndication Fee Agreement.(5) |
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| h.7 | | Form of RBC Capital Markets, LLC Structuring Fee Agreement.(5) |
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| h.8 | | Form of Stifel, Nicolaus & Company, Incorporated Structuring Fee Agreement.(5) |
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| h.9 | | Form of Wedbush Securities Inc. Structuring Fee Agreement.(5) |
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| h.10 | | Form of BB&T Capital Markets, a division of BB&T Securities, LLC Structuring Fee Agreement.(5) |
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| h.11 | | Form of D.A. Davidson & Co. Structuring Fee Agreement.(5) |
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| h.12 | | Form of Janney Montgomery Scott LLC Structuring Fee Agreement.(5) |
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| h.13 | | Form of J.J.B. Hilliard, W.L. Lyons, LLC Structuring Fee Agreement.(5) |
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| h.14 | | Form of Ladenburg Thalmann & Co. Inc. Structuring Fee Agreement.(5) |
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| h.15 | | Form of Pershing LLC Structuring Fee Agreement.(5) |
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| h.16 | | Form of Southwest Securities, Inc. Structuring Fee Agreement.(5) |
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| h.17 | | Form of Wunderlich Securities, Inc. Structuring Fee Agreement.(5) |
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| i. | | Nuveen Open-End and Closed-End Funds Deferred Compensation Plan for Independent Directors and Trustees.(2) |
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| j.1 | | Amended and Restated Master Custodian Agreement between Registrant and State Street Bank and Trust Company dated July 15, 2015 (the “Custodian Agreement”).(5) |
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| k.1 | | Transfer Agency and Service Agreement between Registrant and State Street Bank and Trust Company dated October 7, 2002 (the “Transfer Agency Agreement”).(2) |
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| | k.2 | | | Amendment dated July 15, 2015 to the Transfer Agency Agreement.(4) |
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| | k.3 | | | Schedule A to the Transfer Agency Agreement dated July 20, 2015.(4) |
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| | l.1 | | | Opinion of K&L Gates LLP.(2) |
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| | l.2 | | | Opinion of Morgan, Lewis & Bockius LLP.(2) |
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| | l.3 | | | Consent of K&L Gates LLP.(5) |
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| | l.4 | | | Consent of Morgan, Lewis & Bockius LLP.(5) |
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| | m. | | | Not Applicable. |
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| | n. | | | Consent of KPMG LLP.(5) |
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| | o. | | | None. |
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| | p. | | | Subscription Agreement of Nuveen Fund Advisors dated May 26, 2015.(2) |
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| | q. | | | None. |
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| | r. | | | Code of Ethics of Nuveen Investments.(2) |
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| | s. | | | Powers of Attorney.(5) |
| (1) | Filed on April 30, 2015 with Registrant’s Registration Statement on Form N-2 (File No. 333-203768) and incorporated herein by reference. |
| (2) | Filed on June 22, 2015 with Registrant’s Registration Statement on Form N-2 (File No. 333-203768) and incorporated herein by reference. |
| (3) | Filed on June 25, 2015 with Registrant’s Registration Statement on Form N-2 (File No. 333-203768) and incorporated herein by reference. |
| (4) | Filed on July 27, 2015 with Registrant’s Registration Statement on Form N-2 (File No. 333-203768) and incorporated herein by reference. |
Item 26: Marketing Arrangements
Reference is made to the Form of Underwriting Agreement filed as Exhibit h.1 to this Registration Statement.
See Paragraph e of the Form of Dealer Letter Agreement filed as Exhibit h.2 to this Registration Statement.
See Sections 2 and 3 of the Form of Nuveen Master Selected Dealer Agreement filed as Exhibit h.3 to this Registration Statement.
See the Introductory Paragraph and Paragraphs 2, 3 and 4 of the Form of the Morgan Stanley & Co. LLC Master Selected Dealers Agreement filed as Exhibit h.4 to this Registration Statement.
See the Introductory Paragraph and Paragraphs 2, 3, 4, 5, 6, 10, 11 and 12 of the Form of the Morgan Stanley & Co. LLC Master Agreement Among Underwriters filed as Exhibit h.5 to this Registration Statement.
Item 27: Other Expenses of Issuance and Distribution
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| Securities and Exchange Commission fees | | $ | 19,173 | |
| Financial Industry Regulatory Authority fees | | $ | 25,250 | |
| Promotion | | $ | 325,000 | |
| Printing and engraving expenses | | $ | 230,000 | |
| Legal fees | | $ | 470,000 | |
| Exchange listing fees | | $ | 30,000 | |
| Audit | | $ | 20,000 | |
| Miscellaneous expenses | | $ | 5,577 | |
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Total | | $ | 1,125,000 | |
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Item 28: Persons Controlled by or under Common Control with Registrant
Not applicable.
Item 29: Number of Holders of Securities
At July 27, 2015:
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Title of Class | | Number of Record Holders | |
| Common Shares, $0.01 par value | | | 1 | |
Item 30: Indemnification
Section 4 of Article XII of the Registrant’s 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 the Mutual Fund Professional Liability policy in the aggregate amount of $70,000,000 against liability and expenses of claims of wrongful acts arising out of their position with the Registrant and other Nuveen funds, except for matters that involve willful acts, bad faith, gross negligence and willful disregard of duty (i.e., where the insured did not act in good faith for a purpose he or she reasonably believed to be in the best interest of the Registrant or where he or she had reasonable cause to believe this conduct was unlawful). The policy has a $2,500,000 deductible for operational failures (after the deductible is satisfied, the insurer would cover 80% of any operational failure claims and the Fund would be liable for 20% of any such claims) and $1,000,000 deductible for all other claims, with $0 deductible for individual insureds.
Section 8 of the Form of Underwriting Agreement filed as Exhibit h.1 to this Registration Statement provides for each of the parties thereto, including the Registrant and the underwriters, to indemnify the others, their trustees, directors, certain of their officers, trustees, directors and persons who control them against certain liabilities in connection with the offering described herein, including liabilities under the federal securities laws.
Insofar as indemnification for liability arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, 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 Securities 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 director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, 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 whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Item 31: Business and Other Connections of Investment Adviser and Subadviser
The information in the Statement of Additional Information under the caption “Management of the Fund—Trustees and Officers” is incorporated by reference
Item 32: Location of Accounts and Records
Nuveen Fund Advisors, 333 West Wacker Drive, Chicago, Illinois 60606, maintains the Declaration of Trust, By-laws, minutes of Trustees’ and shareholders’ meetings and contracts of the Registrant and all advisory material of the investment adviser.
State Street Bank and Trust Company, 250 Royall Street, Canton, Massachusetts 02021, maintains all general and subsidiary ledgers, journals, trial balances, records of all portfolio purchases and sales, and all other required records not maintained by Nuveen Fund Advisors.
Item 33: Management Services
Not applicable.
Item 34: Undertakings
| 1. | Registrant undertakes to suspend the offering of its shares until it amends its prospectus if: (1) subsequent to the effective date of its Registration Statement, the net asset value declines more than 10 percent from its net asset value as of the effective date of the Registration Statement; or (2) the net asset value increases to an amount greater than its net proceeds as stated in the prospectus. |
| 5. | The Registrant undertakes that: |
a. For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant under Rule 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.
b. For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.
| 6. | The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of a written or oral request, any Statement of Additional Information. |
SIGNATURES
Pursuant to the requirements of the Securities Act and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in this City of Chicago, and State of Illinois, on the 29th day of July, 2015.
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| NUVEEN HIGH INCOME 2020 TARGET TERM FUND |
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| /S/ KEVIN J. MCCARTHY |
| Kevin J. McCarthy, |
| Vice President and Secretary |
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
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Signature | | Title | | | | | | Date |
/S/ STEPHEN D. FOY STEPHEN D. FOY | | Vice President and Controller (principal financial and accounting officer) | | | | | | July 29, 2015 |
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/S/ GIFFORD R. ZIMMERMAN GIFFORD R. ZIMMERMAN | | Chief Administrative Officer (principal executive officer) | | | | | | July 29, 2015 |
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| WILLIAM J. SCHNEIDER* | | Chairman of the Board and Trustee | | | | | | |
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| WILLIAM ADAMS IV* | | Trustee | | | | | | |
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| JACK B. EVANS* | | Trustee | | | | | | |
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| WILLIAM C. HUNTER* | | Trustee | | | | | | |
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| DAVID J. KUNDERT* | | Trustee | | | | | | |
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| JOHN K. NELSON* | | Trustee | | | | | | |
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| THOMAS S. SCHREIER, JR.* | | Trustee | | | | | | |
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| JUDITH M. STOCKDALE* | | Trustee | | | | | | |
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| CAROLE E. STONE* | | Trustee | | | | | | |
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| VIRGINIA L. STRINGER* | | Trustee | | | | | | |
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| TERENCE J. TOTH* | | Trustee | | | | | | |
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| BY: | | /s/ Kevin J. McCarthy |
| | Kevin J. McCarthy, Sr. |
| | Attorney-in-Fact |
| | July 29, 2015 |
| * | The original powers of attorney authorizing Kevin J. McCarthy, Gifford R. Zimmerman and Eric F. Fess, among others, to execute this Registration Statement, and Amendments thereto, for the Trustees of the Registrant on whose behalf this Registration Statement is filed, have been executed and are filed herewith as an Exhibit. |
