[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