Federal Register / Vol. 60, No. 244 / Wednesday, December 20, 1995 / Notices 65713

consolidation of records and reports,

and the general ease of investing in one

fund instead of several. In addition, in

return for the indirect expenses of

investing in the Underlying Spokes and

the Underlying Hubs, the Portfolios and

their shareholders will benefit to the

same extent as other shareholders in the

Underlying Spokes from the

administrative services provided to the

Underlying Spokes and the portfolio

management services provided to the

Underlying Hubs.

C. Section 17(d) and Rule 17d–1

1. Section 17(d) prohibits an affiliated

person of a registered investment

company, or an affiliated person of such

person, acting as principal, from

effecting any transaction in which such

investment company is a joint, or joint

and several, participant with such

person in contravention of SEC rules

and regulations. Rule 17d–1 provides

that an affiliated person of a registered

investment company or an affiliated

person of such person, acting as

principal, shall not participate in, or

effect any transaction in connection

with, any joint enterprise or other joint

arrangement in which the registered

investment company is a participant

unless the SEC has issued an order

approving the arrangement.

2. Applicants believe that all

shareholders of the Underlying Spokes,

including Strategic Fund, will benefit

equally from the distribution and

distribution-related services received

from the Distributor, which services will

be financed, in part, from rule 12b–1

fees. Under the Servicing Agreement,

the distribution-related expenses

relating to Strategic Fund would be paid

from the rule 12b–1 fees of the

Underlying Spokes only up to the

amount of such fees attributable to the

shares of the Portfolios, and no

Underlying Spoke would be required to

pay any additional distribution-related

expenses attributable to the Portfolios.

In addition to the benefit to each

Portfolio from the sale of its shares,

applicants assert that each Underlying

Spoke would receive a benefit from the

sale of shares of the Portfolios to the

extent that a Portfolio invests in such

Underlying Spoke. Applicants submit

that, based on these considerations: (a)

Strategic Fund may create benefits for

the Underlying Spokes; (b) the benefits

would be shared by the Underlying

Spokes in proportion to their assets; (c)

the Underlying Spokes and Strategic

Fund would participate in the

arrangement on the same or

substantially the same basis; (d) none of

the Underlying Spokes, the Underlying

Hubs, Strategic Fund, Diversified, or the

Distributor would be advantaged or

disadvantaged over one another; and (e)

the entire arrangement would be

consistent with the provisions, policies,

and purposes of the Act.

Applicants’ Conditions

Applicants agree that the order

granting the requested relief shall be

subject to the following conditions:

1. Strategic Fund and each

Underlying Spoke and Underlying Hub

will be part of the same ‘‘group of

investment companies,’’ as defined in

rule 11a–3 under the Act.

2. No Underlying Hub shall acquire

securities of any other investment

company in excess of the limits

contained in section 12(d)(1)(A) of the

Act.

3. A majority of the trustees of

Strategic Fund will not be ‘‘interested

persons,’’ as defined in section 2(a)(19)

of the Act (the ‘‘Independent Trustees’’).

4. Before approving any advisory

contract under section 15 of the Act, the

trustees of Strategic Fund, including a

majority of the Independent Trustees,

shall find that advisory fees charged

under such contract are based on

services provided that are in addition to,

rather than duplicative of, services

provided pursuant to any Underlying

Hub’s advisory contract. Such finding,

and the basis upon which the finding

was made, will be recorded fully in the

minute books of Strategic Fund.

5. Any sales charges or service fees

charged with respect to securities of

Strategic Fund, when aggregated with

any sales charges or service fees paid by

Strategic Fund with respect to securities

of the Underlying Spokes, shall not

exceed the limits set forth in Article III,

section 26, of the Rules of Fair Practice

of the National Association of Securities

Dealers, Inc.

6. Applicants agree to provide the

following information, in electronic

format, to the Chief Financial Analyst of

the Division: monthly average total

assets for each Portfolio and each of its

Underlying Spokes and Underlying

Hubs; monthly purchases and

redemptions (other than by exchange)

for each Portfolio and each of its

Underlying Spokes and underlying

Hubs; monthly exchanges into and out

of each Portfolio and each of its

Underlying Spokes; month-end

allocations of each Portfolio’s assets

among its Underlying Spokes; annual

expense ratios for each Portfolio and

each of its Underlying Spokes and

Underlying Hubs; and a description of

any vote taken by the shareholders of

any Underlying Spoke, including a

statement of the percentage of votes cast

for and against the proposal by Strategic

Fund and by the other shareholders of

the Underlying Spoke. Such information

will be provided as soon as reasonably

practicable following each fiscal yearend of Strategic Fund (unless the Chief

Financial Analyst shall notify Strategic

Fund or Diversified in writing that such

information need no longer be

submitted).

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 95–30861 Filed 12–19–95; 8:45 am]

BILLING CODE 8010–01–M

FEDERAL MARITIME COMMISSION

Security for the Protection of the

Public Indemnification of Passengers

for Nonperformance of Transportation;

Notice of Issuance of Certificate

(Performance)

Notice is hereby given that the

following have been issued a Certificate

of Financial Responsibility for

Indemnification of Passengers for

Nonperformance of Transportation

pursuant to the provisions of Section 3,

Public Law 89–777 (46 U.S.C. 817(e))

and the Federal Maritime Commission’s

implementing regulations at 46 C.F.R.

part 540, as amended:

The Peninsular and Oriental Steam

Navigation Company, Princess Cruises, Inc,

and P & O Cruises (UK) Limited, 77 New

Oxford Street, London WCIA 1PP, England,

Vessels: CANBERRA, ORIANA and

VICTORIA

Dated: December 15, 1995.

Joseph C. Polking,

Secretary.

[FR Doc. 95–30926 Filed 12–19–95; 8:45 am]

BILLING CODE 6730–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Rel. No. IC–21596; 811–4607]

Eaton Vance High Income Trust;

Notice of Application

December 13, 1995.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of Application for

Deregistration under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANT: Easton Vance Income Trust.

RELEVANT ACT SECTION: Section 8(f).

SUMMARY OF APPLICATION: Applicant

requests an order declaring that it has

ceased to be an investment company.
65714 Federal Register / Vol. 60, No. 244 / Wednesday, December 20, 1995 / Notices

1Although 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. Applicant and the Trust may be deemed to

be affiliated persons of each other solely by reason

of having common trustees and officers, and

therefore may rely on the rule.

1Chase Manhattan Corporation has announced

that it plans to enter into a reorganization with

Chemical Banking Corporation pursuant to which

Chemical Banking Corporation will be the surviving

corporation. This merger is expected to be

completed on or about April 1, 1996. Subsequent

to this merger it is expected that the Chase

Manhattan Bank will be merged into Chemical

Bank, with Chemical Bank as the surviving bank,

assuming the investment management of the

Investment Companies.

FILING DATE: The application was filed

on November 16, 1995 and amended on

November 24, 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

January 8, 1996, 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 of a

hearing by writing to the SEC’s

Secretary.

ADDRESSES: Secretary, SEC, 450 5th

Street, NW., Washington, DC 20549.

Applicant, 24 Federal Street, Boston,

Massachusetts 02110.

FOR FURTHER INFORMATION CONTACT:

Deepak T. Pai, Staff Attorney, at (202)

942–0574, or Alison E. Baur, 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 SEC’s

Public Reference Branch.

Applicant’s Representations

1. Applicant is an open-end

management investment company

organized as a Massachusetts business

trust. On February 28, 1986, applicant

registered under the Act as an

investment company. On March 5, 1986,

applicant filed a registration statement

under the Securities Act of 1933

registering an indefinite number of

shares. The registration statement

became effective on August 1, 1986, and

applicant’s initial public offering

commenced soon thereafter. Applicant

consists of two series, EV Classic High

Income Fund (‘‘Classic High Income’’)

and EV Marathon High Income Fund

(‘‘Marathon High Income’’) (collectively

the ‘‘Funds’’). Applicant is a feeder fund

in a master/feeder structure and

therefore has no investment adviser.

2. On June 19, 1995, applicant’s Board

of Trustees, including a majority of

Trustees who were not interested

persons of applicant, approved an

Agreement and Plan of Reorganization

for each Fund whereby applicant would

transfer all of the assets and liabilities

of Classic High Income and Marathon

High Income to a corresponding new

series of Eaton Vance Mutual Funds

Trust (the ‘‘Trust’’). These new series

are EV Classic High Income Fund and

EV Marathon High Income Fund

(together, the ‘‘Successor Funds’’). In

exchange, each Fund would receive

shares of beneficial interest of each

Successor Fund with an aggregate net

asset value equal to the net asset value

of each Fund’s assets and liabilities

transferred. Pursuant to rule 17a–8,

applicant’s Board of Trustees

determined that such reorganization

would be in the best interests of

applicant and that the interests of

existing shareholders of the Funds

would not be diluted as a result of the

reorganization.1 No shareholder

approval was required by the

Declarations of Trust of applicant or the

Trust, or by applicable law.

3. On July 31, 1995, applicant

transferred all of the assets and

liabilities of the Funds to their

corresponding Successor Funds.

Shareholders in the Funds received

shares of beneficial interest of each

Successor Fund equal in value to their

shares in a Fund in complete

liquidation and dissolution of applicant.

No brokerage commissions were paid as

a result of the exchange.

4. Each Fund and each Successor

Fund assumed its own expenses in

connection with the reorganization.

Such expenses included, but were not

limited to, legal fees, registration fees

and printing expenses.

5. At the time of the filing of the

application, applicant had no assets or

liabilities, was not a party to any

litigation or administration proceeding,

and had no shareholders. Applicant is

neither engaged, nor does it propose to

engaged, in any business activities other

than those necessary for the winding-up

of its affairs.

6. On July 31, 1995, applicant

dissolved as a Massachusetts business

trust.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 95–30860 Filed 12–19–95; 8:45 am]

BILLING CODE 8010–01–M

[Rel. No. IC–21601; 812–9828]

Mutual Fund Group, et al.; Notice of

Application

December 14, 1995.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of Application for

Exemption under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANTS: Mutual Fund Group,

Mutual Fund Trust, Mutual Fund

Variable Annuity Trust, Vista Global

Fixed Income Portfolio, Vista Growth

and Income Portfolio, Vista

International Equity Portfolio, Vista

Capital Growth Portfolio (collectively,

the ‘‘Investment Companies’’), and the

Chase Manhattan Bank, N.A, or its

successor entity subsequent to its

merger into Chemical Bank 1 (the

‘‘Adviser’’).

RELEVANT ACT SECTIONS: Order requested

under section 6(c) of the Act for an

exemption from sections 13(a)(2),

13(a)(3), 18(f)(1), 22(f), and 22(g) and

rule 2a–7 thereunder, under sections

6(c) and 17(b) of the Act for an

exemption from section 17(a)(1), and

under section 17(d) of the Act and rule

17d–1 thereunder to permit certain joint

arrangements.

SUMMARY OF APPLICATION: Applicants

request an order that would permit each

applicant investment company to enter

into deferred compensation

arrangements with its trustees who are

not employees of its affiliated persons.

FILING DATES: The application was filed

on October 23, 1995, and amended on

December 7, 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 applicants with a

copy of the request, personally or by

mail. Hearing requests should be

received by the SEC by 5:30 p.m. on

January 8, 1996, 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.