Federal Register / Vol. 65, No. 187 / Tuesday, September 26, 2000 / Notices 57849

1See Eaton Vance Management, et al., Investment

Company Act Release Nos. 22670 (May 19, 1997)

(Notice) and 22709 (June 16, 1994) (Order).

2See Eaton Vance Management, et al., Investment

Company Act Release Nos. 23770 (April 6, 1999)

(Notice) and 23818 April 30, 1999) (Order) (‘‘1999

Order’’). Applicants request to amend the 1999

Order to extend the relief granted in the 1999 Order

to any other registered closed-end investment

company for which BMR or the Distributor of any

entity controlled by, or under common control with

BMR or the Distributor acts as investment adviser

or principal underwriter.

addressed to Ronald J. Hodapp, Railroad

Retirement Board, 844 North Rush

Street, Chicago, Illinois, 60611–2092

and the OMB reviewer, Joe Lackey (202–

395–7316), Office of Management and

Budget, Room 10230, New Executive

Office Building, Washington, DC 20503.

Chuck Mierzwa,

Clearance Officer.

[FR Doc. 00–24687 Filed 9–25–00; 8:45 am]

BILLING CODE 7905–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Investment Company Act Release No.

24648; 812–11964]

Eaton Vance Management, et al.,

Notice of Application

September 19, 2000.

AGENCY: Securities and Exchange

Commission (‘‘Commission’’).

ACTION: Notice of an application for an

order under section 6(c) of the

Investment Company Act of 1940

(‘‘Act’’) for an exemption from sections

18(c) and 18(i) of the Act, and pursuant

to section 17(d) of the Act and rule 17d–

1 under the Act.

Summary of Application:

Applicants request an order to permit

certain registered closed-end

management investment companies to

issue multiple classes of shares and to

amend a prior order that permits the

imposition of asset-based distribution

fees.

Applicants: Eaton Vance Management

(‘‘EVM’’), Eaton Vance Distributors, Inc.

(‘‘Distributor’’) (collectively, ‘‘Eaton

Vance’’), Boston Management and

Research (‘‘BMR’’), Senior Debt Portfolio

(the ‘‘Portfolio’’), Eaton Vance Prime

Rate Reserves (‘‘Prime Rate’’), EV

Classic Senior Floating-Rate Fund (‘‘EV

Classic,’’ and together with Prime Rate,

the ‘‘Fund’’), Eaton Vance Advisers

Senior Floating-Rate Fund (‘‘EV

Advisers’’), and Eaton Vance Institution

Senior Floating-Rate Fund (‘‘EV

Institutional,’’ and together with EV

Advisers and the Funds, the ‘‘Feeder

Funds’’).

Filing Dates: The application was

filed on February 2, 2000 and amended

on August 4, 2000. Applicants have

agreed to file an amendment during the

notice period, the substance of which is

reflected in this notice.

Hearing or Notification of Hearing: An

order granting the application will be

issued unless the Commission orders a

hearing. Interested persons may request

a hearing by writing to the

Commission’s Secretary and serving

applicants with a copy of the request,

personally or by mail. Hearing requests

should be received by the Commission

by 5:30 p.m. on October 13, 2000, and

should be accompanied by proof of

service on applicants, 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 who wish to be

notified of a hearing may request

notification by writing to the

Commission’s Secretary.

ADDRESSES: Secretary, Commission, 450

Fifth Street, NW., Washington, DC

20549–0609; Applicants, c/o Eric G.

Woodbury, Esq., Eaton Vance

Management, The Eaton Vance

Building, 225 State Street, Boston, MA

02109.

FOR FURTHER INFORMATION CONTACT:

Deepak T. Pai, Senior Counsel, at (202)

942–0574, 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 at the

Commission’s Public Reference Branch,

450 Fifth Street, NW., Washington, DC

20549–0102 (telephone (202) 942–8090)

Applicants’ Representations

1. The Feeder 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 Feeder

Funds invest their assets in the Portfolio

pursuant to a master-feeder structure.

Eaton Vance serves as principal

underwriter and administrator for the

Feeder Funds. BMR, a wholly-owned

subsidiary of EVM, serves as investment

adviser to the Portfolio and is registered

under the Investment Advisers Act of

1940. Applicants request that the order

also apply to any other registered closeend investment company existing now

or in the future for which BMR or the

Distributor or any entity controlling,

controlled by, or under common control

with BMR or the Distributor acts as

investment advisers or principal

underwriter. Any such investment

company relying on the requested relief

will do so in a manner consistent with

the terms and conditions of the

application. Each investment company

presently intending to rely on the

requested relief is named as an

applicant.

2. The Feeder Funds continuously

offer their shares to the public at net

asset value (‘‘NAV’’). The Feeder 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 Feeder

Funds offer to repurchase shares at NAV

(less any applicable early withdrawal

charges (‘‘EWCs’’)). These repurchase

offers are made pursuant to rule 23c–3

under the Act and an exemptive order.1

3. Each Fund, pursuant to an

exemptive order, imposes an annual

asset-based distribution fees.2

Applicants represent that each Fund’s

distribution fees will comply with the

requirement of Conduct Rule 2830(d) of

the National Association of Securities

Dealers, Inc. (‘‘NASD’’).

4. Currently, each of prime Rate and

EV Classic offers a single class of shares

(‘‘Original Class’’). Prime Rate may offer

two additional classes of shares, Class A

and Class B, and EV Classic may offer

one additional class of shares, Class C.

The Original Class of shares of the

Funds would be closed to new investors

and would only be available to current

shareholders of the Funds. Class A

shares initially would be made available

only upon the conversion of Class B

shares or by exchange of Class A shares

of other Eaton Vance funds. Class B

shares would be offered without a frontend sales charge but would be subject to

an EWC in amounts declining over time.

Class B shares would automatically

convert to Class A shares after a certain

period of time from which they were

originally purchased. Shareholders

would not incur any sales charge on the

conversion of Class B shares to Class A

shares. Class C shares would be offered

with no front-end sales charge but Class

C shares repurchased by EV Classic

within a certain time period would be

subject to an EWC. The Class B and

Class C EWCs may be waived in certain

circumstances. Class A, Class B, and

Class C shares may be subject to an

annual shareholder servicing fee.

5. All expenses incurred by a Feeder

Fund will be allocated among the

various classes of shares based on the

net assets of a Feeder fund attributable

57850 Federal Register / Vol. 65, No. 187 / Tuesday, September 26, 2000 / Notices

1 15 U.S.C. 78s(b)(1).

2 17 CFR 240.19b–4.

3 15 U.S.C. 78s(b)(3)(A).

4 17 CFR 240.19b–4(f)(6).

5The Exchange provided the Commission with

written notice of its intent to file the proposal on

September 6, 2000, pursuant to Rule 19b–4(f)(6). 17

CFR 240.19b–4(f)(6).

6See Securities Exchange Act Release No. 42004

(October 13, 1999), 64 FR 56548 (October 20, 1999)

(SR–CHX–99–16).

7See Securities Exchange Act Release No. 42463

(February 28, 2000), 65 FR 11817 (March 6, 2000)

(SR–CHX–00–02).

to each class, except that the NAV and

expenses of each class will reflect

distribution fees, service fees (including

transfer agency fees), and any other

incremental expenses of that class.

Expenses of a Feeder Fund allocated to

a particular class of shares will be borne

on a pro rata basis by each outstanding

share of that class. Each Feeder Fund

may create additional classes of shares

in the future that may have different

terms from the Original Class, Class A,

Class B, and Class C shares. Applicants

state that each Feeder Fund will comply

with the provisions of rule 18f–3 under

the Act as if it were an open-end

investment company.

Applicants’ Legal Analysis

1. Section 18(c) of the Act provides,

in relevant part, that a closed-end

investment company may not issue or

sell any senior security if, immediately

thereafter, the company has outstanding

more than one class of senior security.

Applicants state that the creation of

multiple classes of shares of a Feeder

Fund may be prohibited by section

18(c).

2. Section 18(i) of the Act provides

that each share of stock issued by a

registered management investment

company will be a voting stock and

have equal voting rights with every

other outstanding voting stock.

Applicants request an exemptive order

to the extent that the proposed issuance

and sale of multiple classes of shares of

the Feeder Funds might be deemed (a)

to result in the issuance of a ‘‘senior

security;’’ within the meaning of section

18(g) of the Act and thus be prohibited

by section 18(c) of the Act; and (b) to

violate the equal voting provisions of

section 18(i) of the Act.

3. Section 6(c) of the Act provides that

the Commission may exempt any

person, security or transaction from any

provision of the Act, if and to the extent

that such exemption is necessary or

appropriate in the public interest and

consistent with the protection of

investors and the purposes fairly

intended by the policy and provisions of

the Act. Applicants request an

exemption under section 6(c) of the Act

from sections 18(c) and 18(i) of the Act

to permit the Feeder Funds to issue

multiple classes of shares. 4. Applicants submit that the

proposed allocation of expenses and

voting rights among multiple classes is

equitable and will not discriminate

against any group or class of

shareholders. Applicants submit that

the proposed arrangements would

permit a Feeder Fund to facilitate the

distribution of its securities and provide

investors with a broader choice of

shareholder services. Applicants assert

that their proposal does not raise the

concerns underlying section 18 of the

Act to any greater degree than open-end

investment companies’ multiple class

structures that are permitted by rule

18f–3 under the Act. Applicants state

that each Feeder fund will comply with

the provisions of rule 18f–3 as if it were

an open-end investment company.

Applicants’ Condition

Applicants agree that any order

granting the requested relief will be

subject to the following condition: Applicants will comply with the

provisions of rules 12b–1, 17d–3, 18f–3,

and 22d–1 under the Act, as amended

from time to time, as if those rules

applied to closed-end investment

companies, and will comply with NASD

Conduct rule 2830(d), as amended from

time to time.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 00–24610 Filed 9–25–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–43304; File No. SR–CHX–

00–26]

Self-Regulatory Organizations; Notice

of Filing and Immediate Effectiveness

of Proposed Rule Change by the

Chicago Stock Exchange, Incorporated

to Make Its After-Hours Trading ‘‘ESession’’ a Permanent Part of its

Operations

September 19, 2000

Pursuant to Section 19(b)(1) of the

Securities Exchange Act of 1934

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on

September 12, 2000, the Chicago Stock

Exchange, Incorporated (‘‘CHX’’ or

‘‘Exchange’’) filed with the Securities

and Exchange Commission

(‘‘Commission’’) the proposed rule

change as described in Items I, II and III

below, which Items have been prepared

by the Exchange. The Exchange filed the

proposal pursuant to Section 19(b)(3)(A)

of the Act,3 and Rule 19b–4(f)(6)

thereunder,4 which renders the proposal

effective upon filing with the

Commission.5 The Commission is

publishing this notice to solicit

comments on the proposed rule change

from interested persons.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposal

On October 13, 1999, the Securities

and Exchange Commission approved,

on a pilot basis through March 1, 2000,

a new Article XXA and amendments to

existing rules that allowed the Exchange

to implement a new extended trading

hours session (the ‘‘E-Session’’).6 On

February 28, 2000, the CHX extended

the operation of the E-Session through

October 1, 2000.7 The CHX now

proposes to make the operation of the ESession permanent.

II. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

In its filing with the Commission, the

CHX included statements concerning

the purpose of and basis for its proposal

and discussed any comments it received

regarding the proposal. The text of these

statements may be examined at the

places specified in Item IV below. The

CHX has prepared summaries, set forth

in Sections A, B and C below, of the

most significant aspects of such

statements.

A. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

1. Purpose

In September 1999, the Exchange

proposed new Article XXA and several

related rule changes to implement the ESession. The E-Session was designed to

meet the needs of market participants

and CHX members who had demanded

that the Exchange begin trading in hours

that extend beyond the then-current

trading day. The Exchange continues to

believe that investors are best served if

registered securities exchanges are

participants in the burgeoning afterhours trading market and submits this

proposal to make the operation of the ESession permanent. The Exchange does

not propose to make any additional

changes to the E-Session at this time;

this proposal seeks only to make the EVerDate 11<MAY>2000 18:07 Sep 25, 2000 Jkt 190000 PO 00000 Frm 00048 Fmt 4703 Sfmt 4703 E:\FR\FM\26SEN1.SGM pfrm08 PsN: 26SEN1