[Federal Register Volume 64, Number 69 (Monday, April 12, 1999)]
[Notices]
[Pages 17697-17698]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-9008]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 23770; 812-11472]
Eaton Vance Management, et al.; Notice of Application
April 6, 1999.
AGENCY: Securities and Exchange Commission (``SEC'').
ACTION: Notice of an application for an order pursuant to section 17(d)
of the Investment Company Act of 1940 (``Act'') and rule 17d-1 under
the Act.
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Summary of the Application: Applicants request an order to permit
certain registered closed-end management investment companies to impose
asset-based distribution fees.
Applicants: Eaton Vance Distributors, Inc. (``Distributors'') and
Eaton Vance Management (collectively, ``Eaton Vance''); Boston
Management and Research (``BMR''); Senior Debt Portfolio
(``Portfolio''); Eaton Vance Prime Rate Reserves (``Prime Rate'') and
EV Classic Senior Floating-Rate Fund (``EV Classic'') (each a ``Fund''
and, collectively, the ``Funds'').
Filing Dates: The application was filed on January 13, 1999.
Applicants have agreed to file an amendment, the substance of which is
included in this notice, during the notice period.
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 April
29, 1999, and should be accompanied by proof of service on 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 by writing to the SEC's Secretary.
ADDRESSES: Secretary, SEC, 450 Fifth Street, NW, Washington, DC 20549-
0609. Applicants, c/o Eaton Vance Management, Attn: Eric G. Woodbury,
Esq., 24 Federal Street, Boston, MA 02110.
FOR FURTHER INFORMATION CONTACT: Rachel H. Graham, Senior Counsel, at
(202) 942-0583, or Christine Y. Greenless, Branch Chief, 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, 450 Fifth Street, NW, Washington, DC
20549-0102 (telephone (202) 942-8090).
Applicants' Representations
1. The Funds and the Portfolio are business trusts organized under
Massachusetts and New York law, respectively, and are registered under
the Act as closed-end management investment companies. The Funds invest
their assets in the Portfolio pursuant to a master-feeder structure.
Eaton Vance serves as principal underwriter and administrator for the
Funds. BMR, a wholly-owned subsidiary of Eaton Vance Management, serves
as investment adviser to the Portfolio and is registered under the
Investment Advisers Act of 1940.
2. The Funds continuously offer their shares to the public at net
asset value (``NAV''). The Funds do not redeem shares daily and there
presently is no secondary market for their shares. Shareholders who
wish to sell their shares depend on quarterly repurchase offers in
which the Funds offer to repurchase shares at NAV (less any applicable
early withdrawal charges). These repurchase offers are made pursuant to
rule 23c-3 under the Act and an exemptive order.\1\
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\1\ See Eaton Vance Management, Investment Company Act Rel. Nos.
22670 (May 19, 1997) (notice) and 22709 (June 16, 1997) (order).
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3. The Funds' shares currently are sold without a sales charge but
are subject to maximum early withdrawal charges of 3% for Prime Rate
shares and 1% for EV Classic shares.\2\ EV Classic shares also are
subject to an annual service fee of .15% of net assets, which is
designed to meet the requirements of NASD Conduct Rule 2830(d) as if EV
Classic was an open-end investment company.
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\2\ Id.
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4. Each Fund seeks to impose an annual distribution fee of .70% of
net assets. Applicants represent that each Fund's distribution fee will
comply with the requirements of NASD Conduct Rule 2830(d) as if each
Fund was an open-end investment company.
5. While the Funds are paying distribution fees, BMR will waive
.45% of its annual advisory fee from the Portfolio, and Eaton Vance
Management will waive its annual administration fee of .25%. Applicants
state that, as a result, the imposition of distribution fees will not
increase the Funds' total operating expenses.
Applicants' Legal Analysis
1. Section 17(d) of the Act and rule 17d-1 under the Act, in
relevant part, prohibit a principal underwriter for a registered
investment company, acting as principal, from participating in any
joint enterprise or arrangement in which the investment company is a
participant, unless the SEC has issued an order authorizing the
arrangement. In determining whether to grant such an order, the SEC
considers whether the participation of the investment company in the
proposed joint arrangement is consistent with the provisions, policies,
and purposes of the Act and the extent to which such participation is
on a basis different from or less advantageous than that of any other
participant in the arrangement.
2. Rule 17d-3 under the Act provides an exemption from section
17(d) and rule 17d-1 to the extent necessary to permit open-end
investment companies to enter into distribution arrangements pursuant
to rule 12b-1.
3. Applicants request an order under section 17(d) and rule 17d-1
to permit Prime Rate and EV Classic to impose asset-based distribution
fees. Applicants have agreed to comply with rules 12b-1 and 17d-3 as if
Prime Rate and EV Classic were open-end investment companies.
Applicants accordingly submit that the Funds' participation in the
proposed distribution plans will satisfy the standards set forth in
rule 17d-1.
Applicants' Condition
Applicants agree that the order granting the requested relief will
be subject to the following condition:
Applicants will comply with rules 12b-1 and 17d-3 under the Act and
with NASD Conduct Rule 2830(d), as amended from time to time, as if
those rules applied to closed-end investment companies.
[[Page 17698]]
For the SEC, by the Division of Investment Management, under
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 99-9008 Filed 4-9-99; 8:45 am]
BILLING CODE 8010-01-M