[Federal Register Volume 60, Number 146 (Monday, July 31, 1995)]
[Notices]
[Pages 39057-39058]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-18651]



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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 21241; 811-6380]


Nuveen Pennsylvania Quality Income Municipal Fund; 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 Pennsylvania Quality Income Municipal Fund.

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 organizes as a Massachusetts business trust. On August 13, 
1991, 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 October 17, 1991, and 
the initial public offering of applicant's common shares commenced 
shortly thereafter.
    2. On January 10, 1992, applicant filed a registration statement on 
Form N-2 under the Securities Act of 1933 whereby it registered shares 
of preferred stock (``MuniPreferred''), Series TH. The registration 
statement was declared effective on February 13, 1992 and the initial 
public offering of its preferred shares commenced shortly thereafter.
    3. On August 30, 1994, and October 26, 1994, applicant's Board of 
Trustees approved a plan of reorganization whereby Nuveen Pennsylvania 
Investment Quality Municipal Fund, 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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    4. On October 7, 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 October 31, 1994. The 
reorganization was approved by the applicant's shareholders at the 
annual shareholders' meeting held on December 22, 1994.
    5. As of January 9, 1995, the effective date of the reorganization, 
applicant had outstanding 7,142,414 shares of common stock and 2,000 
shares of MuniPreferred, Series TH. As of that date, applicant's 
aggregate net assets were $152,750,727.28, and the liquidation value of 
its MuniPreferred, Series TH, was $50,000,000, and the net asset value 
per common share of the applicant was $14.39. Substantially all of 
applicants assets were transferred to the Acquiring Fund in exchange 
for (a) the assumption of substantially all of 

[[Page 39058]]
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 TH), and (c) 2,000 shares of the 
Acquiring Fund's MuniPreferred, Series TH.
    6. The 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 
shareholder one share of Acquiring Fund MuniPreferred, Series TH, in 
exchange for each share of the applicant's MuniPreferred, Series TH, 
held by its preferred shareholders. Previously, on December 30, 1994, 
the applicant declared a dividend of all investment company taxable 
income in the amount of $665,672.98 (as of the close of business on 
January 9, 1995) payable to common shareholders of record as of January 
9, 1995. On January 5, 1995 a dividend of all accumulated but unpaid 
dividends on shares of MuniPreferred, Series TH of the applicant 
through and including January 9, 1995 was declared, payable on January 
13, 1995, in the amount of $21,863.33.
    7. Applicant and the Acquiring Fund together incurred expenses of 
$220,386 in connection with the reorganization. Applicant and the 
Acquiring Fund bore $100,103 and $120,283, respectively, of such 
expenses, based on their respective asset size.
    8. As of May 31, 1995, applicant had liabilities accrued in 
connection with the reorganization for which it has retained cash in 
the amount of $9,093.29. Otherwise, Applicant has no debts or other 
liabilities other than those that will be paid by the Acquiring Fund. 
As of the date of the filing of the application, applicant had 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 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. 95-18651 Filed 7-28-95; 8:45 am]
BILLING CODE 8010-01-M