[Federal Register Volume 60, Number 146 (Monday, July 31, 1995)]
[Notices]
[Pages 39061-39062]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-18665]



-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 21234; 811-7966]


Nuveen Premium Income Municipal Fund 6; Notice of Application

July 21, 1995.
AGENCY: Securities and Exchange Commission (``SEC'').

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

-----------------------------------------------------------------------

APPLICANT: Nuveen Premium Income Municipal Fund 6.

RELEVANT ACT SECTION: Section 8(f).

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

FILING DATE: The application was filed on June 23, 1995.

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 
applicant with a copy of the request, personally or by mail. Hearing 
requests should be received by the SEC by 5:30 p.m. on August 15, 1995, 
and should be accompanied by proof of service on the applicant, 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 Fifth Street, N.W., Washington, D.C. 
20549. Applicant, 333 West Wacker Drive, Chicago, Illinois 60606.

FOR FURTHER INFORMATION CONTACT: Diane L. Titus, Paralegal Specialist, 
at (202) 942-0584, or H.R. Hallock, Jr., Special Counsel, 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 from 
the SEC's Public Reference Branch.

Applicant's Representations

    1. Applicant is a closed-end diversified management investment 
company organized as a Massachusetts business trust. On August 10, 
1993, applicant registered under the Act and filed a registration 
statement on Form N-2 pursuant to section 8(b) of the Act and under the 
Securities Act of 1933 to register shares of its common stock. The 
registration statement was declared effective on September 17, 1993, 
and the initial public offering of applicant's common shares commenced 
shortly thereafter.
    2. On November 19, 1993, applicant filed a registration statement 
on Form N-2 under the Securities Act of 1933 whereby it registered 
shares of preferred 

[[Page 39062]]
stock (``MuniPreferred''), Series W. The registration statement was 
declared effective on December 20, 1993, and the initial public 
offering of its preferred shares commenced shortly thereafter.
    3. On April 26 and April 27, 1994, applicant's Board of Trustees 
approved a plan of reorganization whereby Nuveen Premium Income 
Municipal Fund 4, Inc., a Minnesota corporation registered under the 
Act as a closed-end management investment company (the ``Acquiring 
Fund''), would acquire substantially all of applicant's assets and 
assume substantially all of applicant's liabilities in exchange for 
shares of the Acquiring Fund. In accordance with rule 17a-8 under the 
Act, the Board of Trustees of the applicant determined that the 
reorganization was in the best interest of the applicant and that the 
interests of the existing shareholders of the applicant would not be 
diluted as a result of the reorganization.\1\

    \1\ Applicant and Acquiring Fund may be deemed to be affiliated 
persons of each other by reason of having a common investment 
adviser, common directors, and common officers. Although purchases 
and sales between affiliated persons generally are prohibited by 
section 17(a) of the Act, rule 17a-8 provides an exemption for 
certain purchases and sales among investment companies that are 
affiliated persons of one another solely by reason of having a 
common investment adviser, common directors, and/or common officers.
---------------------------------------------------------------------------

    4. On June 3, 1994, the Acquiring Fund filed a registration 
statement on Form N-14, which contained proxy materials soliciting the 
approval of the reorganization by applicant's shareholders. The 
registration statement was declared effective on June 21, 1994. The 
reorganization was approved by the applicant's shareholders at the 
annual shareholders' meeting held on August 12, 1994.
    5. As of September 8, 1994, the effective date of the 
reorganization, applicant had outstanding 5,745,310 shares of common 
stock and 1,680 shares of MuniPreferred, Series W. As of that date, 
applicant's aggregate net assets were $111,120,891.47, and the 
liquidation value of its MuniPreferred, Series W, was $42,000,000, and 
the net asset value per common share of the applicant was $12.03. 
Substantially all of applicants assets were transferred to the 
Acquiring Fund in exchange for (1) the assumption of substantially all 
of the applicant's liabilities, (b) the number of Acquiring Fund common 
shares having an aggregate net asset value equal to the value of the 
applicant's net assets (calculated net of the liquidation preference of 
applicant's MuniPreferred, Series W), and (c) 1,680 shares of the 
Acquiring Fund's MuniPreferred, Series W.
    6. Applicant was subsequently liquidated and distributed (a) pro 
rata to its common shareholders the Acquiring Fund common shares (or 
cash in lieu of fractional shares) received by the applicant pursuant 
to the reorganization in exchange for the common shares of the 
applicant held by its common shareholders and (b) to its preferred 
shareholders one share of Acquiring Fund MuniPreferred, Series W, in 
exchange for each share of the applicant's MuniPreferred, Series W, 
held by its preferred shareholders. Previously, on August 29, 1994, the 
applicant had declared a dividend of all investment company taxable 
income and realized capital gains in the amount of $413,087.79 (as of 
the close of business on September 8, 1994) payable to common 
shareholders of record as of September 8, 1994. On September 7, 1994 a 
dividend of all accumulated but unpaid dividends on shares of 
MuniPreferred, Series W of the applicant through and including 
September 8, 1994 was declared, payable no later than September 9, 
1994, in the amount of $3,336.00.
    7. Applicant, Nuveen Premium Income Municipal Fund 3, Inc. 
(``NPN''), Nuveen Premium Income Municipal Fund 5 (``NPU'') and the 
Acquiring Fund incurred expenses of $573,095 in connection with the 
reorganization. These expenses were borne by the foregoing entities 
based on their respective asset size, with applicant paying a total of 
$87,491, NPN paying a total of $111,067, NPU paying a total of 
$126,119, and the Acquiring Fund paying a total of $248,418.
    8. As of the date of the application, applicant had no remaining 
assets, no debts or other liabilities other than those that will be 
paid by the Acquiring Fund, and no securityholders.
    9. Applicant has not, within the last 18 months, transferred any of 
its assets to a separate trust, the beneficiaries of which were or are, 
securityholders of the applicant. Applicant is not a party to any 
litigation or administrative proceeding. Applicant is not now engaged, 
and does not propose to engage, in any business activities other than 
those necessary for the winding-up of its affairs.
    10. Applicant intends to file for termination with the Commonwealth 
of Massachusetts as soon as practicable after the granting of the order 
requested by the application.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-18665 Filed 7-28-95; 8:45 am]
BILLING CODE 8010-01-M