POS EX 1 d87576dposex.htm NUVEEN PREFERRED & INCOME SECURITIES FUND Nuveen Preferred & Income Securities Fund

As filed with the U.S. Securities and Exchange Commission on March 19, 2021

1933 Act File No. 333-254472

1940 Act File No. 811-21137

 

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form N-2

(Check appropriate box or boxes)

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

Pre-Effective Amendment No.

 

Post-Effective Amendment No. 1

and/or

 

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

 

Amendment No. 11

 

 

Nuveen Preferred & Income Securities Fund

(Exact name of Registrant as Specified in Charter)

 

 

333 West Wacker Drive, Chicago, Illinois 60606

(Address of Principal Executive Offices)

(Number, Street, City, State, Zip Code)

(Registrant’s Telephone Number, including Area Code): (312) 917-7700

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 to:

 

Thomas S. Harman

Morgan, Lewis & Bockius LLP

1111 Pennsylvania Avenue NW

Washington, DC 20004

Approximate Date of Proposed Public Offering:
From time to time after the effective date of this Registration Statement.

 

 

Approximate Date 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), or as follows:

If appropriate, check the following box:

☐  This post-effective amendment designates a new effective date for a previously filed post-effective amendment.


☐  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: 333-254472.

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).

 

 

 


EXPLANATORY NOTE

This Post-Effective Amendment No. 1 Registration Statement on Form N-2 (File No. 333-254472) of Nuveen Preferred & Income Securities 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

 

1.    Financial Statements:
   Contained in Part A:

Financial Highlights for the Nuveen Preferred & Income Securities Fund (the “Fund” or the “Registrant”) for the fiscal years ended July 31, 2020, 2019, 2018, 2017, 2016, 2015, 2014, 2013, 2012 and 2011 and December 31, 2010.

 

Contained in Part B:

Financial Statements are incorporated in Part B by reference to the Registrant’s July 31, 2020 Annual Report (audited) on Form N-CSR as filed with the U.S. Securities and Exchange Commission (the “SEC”) via EDGAR Accession No. 0001193125-20-265462 on October 7, 2020.

2.    Exhibits:
   a.1    Declaration of Trust of Registrant, dated June  24, 2002. Filed on July 1, 2002 as Exhibit a. to the Registrant’s Registration Statement on Form N-2 (File No.  333-91678) and incorporated by reference herein.
   a.2    Certificate of Name Change Amendment to Declaration of Trust of Registrant, effective as of May 9, 2016. Filed on July 5, 2016 as Exhibit 1.b to the Registrant’s Registration Statement on Form N-14 (File No. 333-207760) and incorporated by reference herein.
   b.    Amended and Restated By-Laws of Registrant, dated October 5, 2020. Filed on March 18, 2021 as Exhibit b. to the Registrant’s Registration Statement on Form N-2 (File No. 333-254472) and incorporated herein by reference.
   c.    Not applicable.
   d.    Form of Share Certificate. Filed on November  6, 2002 as Exhibit d. to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2 (File No. 333-100668) and incorporated herein by reference.
   e.    Terms and Conditions of the Dividend Reinvestment Plan. Filed on August  22, 2002 as Exhibit e. to Pre-Effective Amendment No.  1 to Registrant’s Registration Statement on Form N-2 (File No. 333-91678) and incorporated herein by reference.
   f.    Not applicable.
   g.1    Investment Management Agreement between the Registrant and Nuveen Fund Advisors, LLC, dated October 1, 2014. Filed on November 3, 2015 as Exhibit 6.a to the Registrant’s Registration Statement on Form N-14 (File No. 333-207760) and incorporated by reference herein.
   g.2    Continuance of Investment Management Agreement between the Registrant and Nuveen Fund Advisors, LLC, dated July 30, 2020. Filed on March 18, 2021 as Exhibit g.2 to the Registrant’s Registration Statement on Form N-2 (File No. 333-254472) and incorporated herein by reference.
   g.3    Investment Sub-Advisory Agreement between Nuveen Asset Management (now, Nuveen Fund Advisors, LLC) and Spectrum Asset Management, Inc., dated November 13, 2017. Filed on October 29, 2012 as Exhibit g.2 to the Registrant’s Registration Statement on Form N-2 (File No. 333-184645) and incorporated herein by reference.
   g.4    Notice of Continuance of Investment Sub-Advisory Agreements between Nuveen Fund Advisors, LLC and Spectrum Asset Management, Inc., dated July 31, 2020. Filed on March 18, 2021 as Exhibit g.4 to the Registrant’s Registration Statement on Form N-2 (File No. 333-254472) and incorporated herein by reference.

 

Part C-1


   h.1    Distribution Agreement relating to At-the-Market Offerings between the Registrant and Nuveen Securities, LLC, dated December 14, 2012. Filed on May 20, 2013 as Exhibit h.1 to the Registrant’s Registration Statement on Form N-2 (File No. 333-184645) and incorporated herein by reference.
   h.2    Dealer Agreement relating to At-the-Market Offerings between Nuveen Securities, LLC and UBS Securities, LLC, dated December 14, 2012. Filed on May  20, 2013 as Exhibit h.2 to the Registrant’s Registration Statement on Form N-2 (File No. 333-184645) and incorporated herein by reference.
   h.3    Distribution Agreement Relating to At-the-Market offerings between the Registrant and Nuveen Securities, LLC, dated March 18, 2021 is filed herewith.
   h.4    Dealer Agreement Relating to At-the-Market offerings between Nuveen Securities, LLC and Stifel, Nicolaus & Company Incorporated, dated March 18, 2021 is filed herewith.
   i.    Amended and Restated Nuveen Open-End and Closed-End Funds Deferred Compensation Plan for Independent Directors and Trustees, effective as of May 8, 2020. Filed on March 18, 2021 as Exhibit i. to the Registrant’s Registration Statement on Form N-2 (File No. 333-254472) and incorporated herein by reference.
   j.1    Amended and Restated Master Custodian Agreement between the Nuveen Investment Companies and State Street Bank and Trust Company, dated July 15, 2015. Filed on November 3, 2015 as Exhibit 9.a to the Registrant’s Registration Statement on Form N-14 (File No. 333-207760) and incorporated by reference herein.
   j.2    Amendment and revised Appendix A, dated July 31, 2020, to the Amended and Restated Master Custodian Agreement between the Nuveen Investment Companies and State Street Bank and Trust Company, dated July 15, 2015. Filed on March 18, 2021 as Exhibit j.2 to the Registrant’s Registration Statement on Form N-2 (File No. 333-254472) and incorporated herein by reference.
   k.1    Transfer Agency and Service Agreement between the Registrant and Computershare Inc. and Computershare Trust Company, N.A., dated June 15, 2017. Filed on March 18, 2021 as Exhibit k.1 to the Registrant’s Registration Statement on Form N-2 (File No. 333-254472) and incorporated herein by reference.
   k.2    First Amendment and updated Schedule A, dated September  7, 2017, to the Transfer Agency and Service Agreement between the Registrant and Computershare Inc. and Computershare Trust Company, N.A., dated June 15, 2017. Filed on March 18, 2021 as Exhibit k.2 to the Registrant’s Registration Statement on Form N-2 (File No. 333-254472) and incorporated herein by reference.
   k.3    Second Amendment and updated Schedule A, dated February 26, 2018, to the Transfer Agency and Service Agreement between the Registrant and Computershare Inc. and Computershare Trust Company, N.A., dated June 15, 2017. Filed on March 18, 2021 as Exhibit k.3 to the Registrant’s Registration Statement on Form N-2 (File No. 333-254472) and incorporated herein by reference.
   k.4    Third Amendment and updated Schedule A, dated May 11, 2020, to the Transfer Agency and Service Agreement between the Registrant and Computershare Inc. and Computershare Trust Company, N.A., dated June 15, 2017. Filed on March 18, 2021 as Exhibit k.4 to the Registrant’s Registration Statement on Form N-2 (File No. 333-254472) and incorporated herein by reference.
   l.1    Consent of Morgan, Lewis & Bockius LLP. Filed on March 18, 2021 as Exhibit l.1 to the Registrant’s Registration Statement on Form N-2 (File No. 333-254472) and incorporated herein by reference.
   l.2    Opinion of Morgan, Lewis & Bockius LLP. Filed on March 18, 2021 as Exhibit l.2 to the Registrant’s Registration Statement on Form N-2 (File No. 333-254472) and incorporated herein by reference.

 

Part C-2


   m.    Not applicable.
   n.    None.
   o.    Not applicable.
   p.    Subscription Agreement between the Registrant and Nuveen Institutional Advisory Corp. (now, Nuveen Fund Advisors, LLC), dated September 4, 2002. Filed on September 20, 2002 as Exhibit p. to Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2 (File No. 333-91678) and incorporated herein by reference.
   q.    Not applicable.
   r.1    Code of Ethics and Reporting Requirements of Nuveen (including affiliated entities) and the Nuveen Funds, as amended August 13, 2020. Filed on March 18, 2021 as Exhibit r.1 to the Registrant’s Registration Statement on Form N-2 (File No. 333-254472) and incorporated herein by reference.
   r.2    Code of Ethics for the Independent Trustees of the Nuveen Funds, as last amended May 23, 2019. Filed on March 18, 2021 as Exhibit r.2 to the Registrant’s Registration Statement on Form N-2 (File No. 333-254472) and incorporated herein by reference.
   r.3    Code of Ethics of Spectrum Asset Management, Inc., as last amended March 2021. Filed on March 18, 2021 as Exhibit r.3 to the Registrant’s Registration Statement on Form N-2 (File No. 333-254472) and incorporated herein by reference.
   s.1    Powers of Attorney for Mses. Stockdale, Stone and Wolff and Messrs. Toth, Evans, Hunter, Moschner, Nelson, Young and Thornton. Filed on March 18, 2021 as Exhibit s. to the Registrant’s Registration Statement on Form N-2 (File No. 333-254472) and incorporated herein by reference.

 

Item 26:

Marketing Arrangements.

See relevant Sections of the Distribution Agreement and Dealer Agreement to be filed as Exhibits h.3 and h.4, respectively, to this Registration Statement.

 

Item 27:

Other Expenses of Issuance and Distribution.

 

Printing and Engraving Fees

   $ 60,000  

Legal Fees

   $ 100,000  

Audit Fees

   $ 5,500  

Securities and Exchange Commission Regulation Fees

   $ 25,639  

Stock Exchange Listing Fees

   $ 2,500  

Miscellaneous Expenses

   $ 6,361  
  

 

 

 
   $ 200,000  
  

 

 

 

 

Item 28:

Persons Controlled by or under Common Control with Registrant.

None.

 

Item 29:

Number of Holders of Securities.

As of February 28, 2021

 

Title of Class

   Number of Record Holders  

Common Shares, $0.01 par value

     100,567  

 

Part C-3


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

 

Part C-4


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 joint errors and omissions insurance policies against liability and expenses of claims of wrongful acts arising out of their position with the Registrant and other Nuveen Funds, subject to such policies’ coverage limits, exclusions and deductibles.

Section 4 of the Dealer Agreement filed as Exhibit h.4 to this Registration Statement provides for each of the parties thereto, including the Registrant and the underwriter, 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 of 1933, as amended, (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 Sub-Adviser.

Nuveen Fund Advisors, LLC (“Nuveen Fund Advisors”) serves as investment adviser to the Registrant and serves as investment adviser or manager to other open-end and closed-end management investment companies and to separately managed accounts. The principal business address for Nuveen Fund Advisors is 333 West Wacker Drive, Chicago, Illinois 60606.

A description of any other business, profession, vocation or employment of a substantial nature in which the directors and officers of Nuveen Fund Advisors who serve as officers or Trustees of the Registrant have engaged during the last two years for his or her account or in the capacity of director, officer, employee, partner or trustee appears under “Management” in the Statement of Additional Information. Such information for the remaining senior officers appears below:

 

Name and Position with Nuveen Fund Advisors

  

Other Business, Profession, Vocation or
Employment During Past Two Years

Oluseun Salami, Executive Vice President and Chief Financial Officer    Director (since 2020) NIS/R&T, Inc.; Senior Vice President and Chief Financial Officer, Nuveen Alternative Advisors LLC (since 2020), Nuveen, LLC (since 2020), Teachers Advisors, LLC (since 2020), TIAA-CREF Asset Management LLC (since 2020) and TIAA-CREF Investment Management, LLC (since 2020); Senior Vice President, Chief Financial Officer, Business Finance and Planning (since 2020) Chief Accounting Officer (2019), Senior Vice President, Corporate Controller (2018-2020), Teachers Insurance and Annuity Association of America, Senior Vice President, Corporate Controller, College Retirement Equities Fund, TIAA Board of Overseers, TIAA Separate Account VA-1, TIAA-CREF Funds, TIAA-CREF Life Funds (2018-2020).

 

Part C-5


Name and Position with Nuveen Fund Advisors

  

Other Business, Profession, Vocation or
Employment During Past Two Years

Megan Sendlak, Managing Director and Controller    Managing Director and Controller (since 2020) of Nuveen Alternatives Advisors LLC, Nuveen Asset Management, LLC, Nuveen Investments, Inc., Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; Managing Director and Controller (since 2020), formerly, Vice President and Corporate Accounting Director (2018-2020) of Nuveen, LLC; Vice President and Assistant Controller (since 2019) of NIS/R&T, INC., NWQ Investment Management Company, LLC and Santa Barbara Asset Management, LLC.
Michael A. Perry, Executive Vice President    Co-Chief Executive Officer (since April 2019), formerly, Executive Vice President (2017-2019); formerly, Managing Director (2015-2017) of Nuveen Securities; and Executive Vice President (since 2017) of Nuveen Alternative Investments, LLC.
Erik Mogavero, Managing Director and Chief Compliance Officer    Formerly employed by Deutsche Bank (2013-August 2017) as Managing Director, Head of Asset Management and Wealth Management Compliance for the Americas region and Chief Compliance Officer of Deutsche Investment Management Americas.

Spectrum Asset Management, Inc. (“Spectrum”), the Fund’s sub-adviser, serves as investment adviser to U.S. and non-U.S. funds and offers separate account management for certain institutions and wrap account programs for high net worth individuals. Spectrum is also the 100% owner of SAMI Brokerage LLC, a registered broker-dealer. See “Management of the Fund” in Part A of the Registration Statement.

Set forth below is a list of each director and officer of Spectrum, indicating each business profession, vocation or employment of a substantial nature in which such person has been, at any time during the past two fiscal years, engaged for his or her own account or in the capacity of director, officer, partner or trustee.

 

Name and Position with Spectrum

  

Other Business, Profession, Vocation or

Employment During Past Two Years

Mark Lieb, Executive & Management Leadership—President and Chief Executive Officer    None
Phillip Jacoby, Executive & Management Leadership—Chief Investment Officer    None
Matthew Byer, Executive & Management Leadership—Chief Operating Officer    None
Joseph Urciuoli, Head of Investment Research/Management Leadership    None
John Kriz, Investment Research    None
Chad Stogel, Investment Research    None
Fred Diaz, Portfolio Management    None
Roberto Giangregorio, Portfolio Management    None
Manu Krishnan, CFA, Portfolio Management    None
Kevin Nugent, Portfolio Management    None
Jean Orlando, Head of Operations and CFO    None
Joseph Hanczor, J.D., Chief Compliance Officer: Compliance, Legal and Regulatory    None

 

Part C-6


Item 32:

Location of Accounts and Records.

Nuveen Fund Advisors, LLC, 333 West Wacker Drive, Chicago, Illinois 60606, maintains the Fund’s Declaration of Trust, By-Laws, minutes of trustee and shareholder meetings, and contracts of the Registrant and all advisory material of the investment adviser. Spectrum Asset Management, Inc., 2 High Ridge Park, Stamford, Connecticut 06905, in its capacity as sub-adviser, may also hold certain accounts and records of the Fund.

Computershare Inc., 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 or Spectrum.

 

Item 33:

Management Services.

Not applicable.

 

Item 34:

Undertakings.

1. Not applicable.

2. Not applicable.

3. The Registrant undertakes:

a. Not applicable.

b. that, for the purpose of determining any liability under the Securities Act, each post-effective amendment to this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof;

c. to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

d. that, for the purpose of determining liability under the Securities Act to any purchaser:

(1) if the Registrant is relying on Rule 430B:

(A) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the

 

Part C-7


initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(2) if the Registrant is subject to Rule 430C: each prospectus filed pursuant to Rule 424 under the Securities Act as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in this registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

e. that for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of securities:

The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:

(1) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act;

(2) free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrants;

(3) the portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(4) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

4. The Registrant undertakes that:

a. for the purpose 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 a form of prospectus filed by the Registrant under Rule 424(b)(1) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective; and

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

 

Part C-8


securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

5. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference into the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

6. Insofar as indemnification for liabilities 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.

7. 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 prospectus or Statement of Additional Information.

 

Part C-9


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, 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 19th day of March 2021.

 

NUVEEN PREFERRED & INCOME SECURITIES FUND

/s/  MARK L. WINGET

Mark L. Winget,
Vice President and Secretary

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.

 

Signature

  

Title

 

Date

/s/  E. SCOTT WICKERHAM

E. Scott Wickerham

  

Vice President and Controller
(Principal Financial and Accounting Officer)

  March 19, 2021

/s/  DAVID J. LAMB

David J. Lamb

  

Chief Administrative Officer
(principal executive officer)

  March 19, 2021
Terence J. Toth*   

Chairman of the Board and Trustee

 
    
Jack B. Evans*   

Trustee

 
    
William C. Hunter*   

Trustee

 
    
Albin F. Moschner*   

Trustee

 
    
John K. Nelson*   

Trustee

 
    
Judith M. Stockdale*   

Trustee

 
    
Carole E. Stone*   

Trustee

 
    
Matthew Thornton III*   

Trustee

 
    
Margaret L. Wolff*   

Trustee

 
    
Robert L. Young*   

Trustee

 

 

By*:   /s/  MARK L. WINGET
  Mark L. Winget,
  Attorney-in-Fact
  March 19, 2021

 

*

The powers of attorney authorizing Mark L. Winget, 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 herein as Exhibit s.