[Federal Register Volume 60, Number 146 (Monday, July 31, 1995)]
[Notices]
[Pages 39062-39063]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-18644]



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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 21236; 811-7050]


Nuveen Select Tax-Free Income Portfolio 4; 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'').

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APPLICANT: Nuveen Select Tax-Free Income Portfolio 4.

RELEVANT ACT SECTION: Section 8(f).

SUMMRY 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 

[[Page 39063]]
    company organized as a Massachusetts business trust. On July 28, 1992, 
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 18, 1992 and 
the initial public offering of applicant's common shares commenced 
shortly thereafter.
    2. On April 13, 1994, applicant's Board of Trustees approved a plan 
of reorganization whereby Nuveen Select Tax-Free Income Portfolio 3, a 
Massachusetts business trust 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 the 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.
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    3. On May 6, 1994, the Acquiring Fund filed a registration 
statement of 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 10, 1994. The 
reorganization was approved by the applicant's shareholders at the 
annual shareholders' meeting held on August 3, 1994.
    4. As of August 4, 1994, the effective date of the reorganization, 
applicant had outstanding 6,353,141 shares of common stock. As of that 
date, applicant's aggregate net assets were $89,634,486.14, and the net 
asset value per common share of the applicant was $14.11. Substantially 
all of applicant's assets were transferred to the Acquiring Fund in 
exchange for the assumption of substantially all of the applicant's 
liabilities and the number of Acquiring Fund common shares having an 
aggregate net asset value equal to the value of the applicant's net 
assets.
    5. Applicant was subsequently liquidated and distributed pro rata 
to its 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 shareholders. Previously, on July 22, 1994, the applicant had 
declared a dividend of all investment income taxable income in the 
amount of $202,665.00 (as of the close of business on August 4, 1994) 
payable to shareholders of the record as of August 4, 1994.
    6. Applicant and the Acquiring Fund incurred expenses of $171,169 
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 $86,082, and the Acquiring Fund paying a total of 
$85,087.
    7. As of the date of the filing 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.
    8. 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.
    9. 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. 95-18644 Filed 7-28-95; 8:45 am]
BILLING CODE 8010-01-M