Eaton Vance Distributors, Inc. and Eaton Vance Unit Trust; Notice of Application, 61908-61911 [2014-24423]

Download as PDF 61908 Federal Register / Vol. 79, No. 199 / Wednesday, October 15, 2014 / Notices The agenda for the meeting includes the following topics: —Planetary Science Division Update —Planetary Science Division Research and Analysis Program Update —Reports from Analysis Groups It is imperative that the meeting be held on this date to accommodate the scheduling priorities of the key participants. SUPPLEMENTARY INFORMATION: Patricia D. Rausch, Advisory Committee Management Officer, National Aeronautics and Space Administration. [FR Doc. 2014–24476 Filed 10–14–14; 8:45 am] BILLING CODE 7510–13–P NUCLEAR REGULATORY COMMISSION Application for a License To Export High-Enriched Uranium Pursuant to 10 CFR 110.70(b) ‘‘Public Notice of Receipt of an Application,’’ please take notice that the Nuclear Regulatory Commission (NRC) has received the following request for an export license. Copies of the request are available electronically through ADAMS and can be accessed through the Public Electronic Reading Room (PERR) link https://www.nrc.gov/reading-rm.html at the NRC Homepage. A request for a hearing or petition for leave to intervene may be filed within thirty days after publication of this notice in the Federal Register. Any request for hearing or petition for leave to intervene shall be served by the requestor or petitioner upon the applicant, the office of the General Counsel, U.S. Nuclear Regulatory Commission, Washington, DC 20555; the Secretary, U.S. Nuclear Regulatory Commission, Washington, DC 20555; and the Executive Secretary, U.S. Department of State, Washington, DC 20520. A request for a hearing or petition for leave to intervene may be filed with the NRC electronically in accordance with NRC’s E-Filing rule promulgated in August 2007, 72 FR 49139; August 28, 2007. Information about filing electronically is available on the NRC’s public Web site at https://www.nrc.gov/ site-help/e-submittals.html. To ensure timely electronic filing, at least five days prior to the filing deadline, the petitioner/requestor should contact the Office of the Secretary by email at HEARINGDOCKET@NRC.GOV, or by calling (301) 415–1677, to request a digital ID certificate and allow for the creation of an electronic docket. In addition to a request for hearing or petition for leave to intervene, written comments, in accordance with 10 CFR 110.81, should be submitted within thirty days after publication of this notice in the Federal Register to Office of the Secretary, U.S. Nuclear Regulatory Commission, Washington, DC 20555, Attention: Rulemaking and Adjudications. The information concerning this application for an export license follows. NRC EXPORT LICENSE APPLICATION [Description of material] Name of applicant, date of application, date received, application No., docket No. DOE/NNSA—Y–12 National Security Complex, September 18, 2014, September 22, 2014, XSNM3756, 11006175. Material type Total quantity End use High-Enriched Uranium (93.35%). 7.28 kilograms uranium235 contained in 7.8 kilograms uranium. To fabricate targets at CERCA AREVA Romans in France and to irradiate targets at the BR–2 Research Reactor in Belgium, the HFR Research Reactor in the Netherlands, the OSIRIS Research Reactor in France, the LVR–15 Research Reactor in Czech Republic, and the Maria Reactor in Poland, for ultimate use for production of medical isotopes at the Institute for Radioelements in Belgium. For the Nuclear Regulatory Commission. Dated this 8th day of October 2014 at Rockville, Maryland. David L. Skeen, Deputy Director, Office of International Programs. [FR Doc. 2014–24512 Filed 10–14–14; 8:45 am] BILLING CODE 7590–01–P sections 11(a) and 11(c) of the Act for approval of certain exchange and rollover privileges. [Investment Company Act Release No. 31280; 812–14304] APPLICANTS: Eaton Vance Distributors, Inc. and Eaton Vance Unit Trust; Notice of Application Securities and Exchange Commission (‘‘Commission’’). ACTION: Notice of an application under (a) section 6(c) of the Investment Company Act of 1940 (‘‘Act’’) for an exemption from sections 2(a)(32), 2(a)(35), 14(a), 19(b), 22(d) and 26(a)(2)(C) of the Act and rules 19b–1 and rule 22c–1 thereunder and (b) tkelley on DSK3SPTVN1PROD with NOTICES AGENCY: 18:00 Oct 14, 2014 Jkt 235001 Belgium. SECURITIES AND EXCHANGE COMMISSION October 8, 2014. VerDate Sep<11>2014 Destination PO 00000 Frm 00063 Fmt 4703 Sfmt 4703 Eaton Vance Distributors, Inc. (‘‘EVD’’) and Eaton Vance Unit Trust.1 SUMMARY: Summary of Application: Applicants request an order to permit certain unit investment trusts to: (a) 1 Applicants also request relief for future unit investment trusts (collectively, with Eaton Vance Unit Trust, the ‘‘Trusts’’) and series of the Trusts (‘‘Series’’) that are sponsored by EVD or any entity controlling, controlled by or under common control with EVD (together with EVD, the ‘‘Depositors’’). Any future Trust and Series that relies on the requested order will comply with the terms and conditions of the application. All existing entities that currently intend to rely on the requested order are named as applicants. E:\FR\FM\15OCN1.SGM 15OCN1 Federal Register / Vol. 79, No. 199 / Wednesday, October 15, 2014 / Notices Impose sales charges on a deferred basis and waive the deferred sales charge in certain cases; (b) offer unitholders certain exchange and rollover options; (c) publicly offer units without requiring the Depositor to take for its own account $100,000 worth of units; and (d) distribute capital gains resulting from the sale of portfolio securities within a reasonable time after receipt. DATES: Filing Dates: The application was filed on May 2, 2014 and amended on September 2, 2014. 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 November 3, 2014, and should be accompanied by proof of service on the 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: Brent J. Fields, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090; Applicants, Two International Place, Boston, Massachusetts 02110. FOR FURTHER INFORMATION CONTACT: Aaron T. Gilbride, Attorney-Adviser, at (202) 551–6906, or Melissa R. Harke, Branch Chief, at (202) 551–6722 (Division of Investment Management, Chief Counsel’s Office). SUPPLEMENTARY INFORMATION: The following is a summary of the application. The complete application may be obtained via the Commission’s Web site by searching for the file number, or an applicant using the Company name box, at https:// www.sec.gov/search/search.htm or by calling (202) 551–8090. tkelley on DSK3SPTVN1PROD with NOTICES Applicants’ Representations 1. Eaton Vance Unit Trust will be a unit investment trust (‘‘UIT’’) that is registered under the Act. Any future Trust will be a registered UIT. EVD is registered under the Securities Exchange Act of 1934 as a broker-dealer and will be the Depositor of Eaton Vance Unit Trust. Each Series will be created by a trust indenture between the Depositor and a banking institution or trust company as trustee (‘‘Trustee’’). VerDate Sep<11>2014 18:00 Oct 14, 2014 Jkt 235001 2. The Depositor acquires a portfolio of securities, which it deposits with the Trustee in exchange for certificates representing units of fractional undivided interest in the Series’ portfolio (‘‘Units’’). The Units are offered to the public through the Depositor and dealers at a price which, during the initial offering period, is based upon the aggregate market value of the underlying securities, or, the aggregate offering side evaluation of the underlying securities if the underlying securities are not listed on a securities exchange, plus a front-end sales charge, a deferred sales charge or both. The maximum sales charge may be reduced in compliance with rule 22d–1 under the Act in certain circumstances, which are disclosed in the Series’ prospectus. 3. The Depositor may, but is not legally obligated to, maintain a secondary market for Units of an outstanding Series. Other broker-dealers may or may not maintain a secondary market for Units of a Series. If a secondary market is maintained, investors will be able to purchase Units on the secondary market at the current public offering price plus a front-end sales charge. If such a market is not maintained at any time for any Series, holders of the Units (‘‘Unitholders’’) of that Series may redeem their Units through the Trustee. A. Deferred Sales Charge and Waiver of Deferred Sales Charge Under Certain Circumstances 1. Applicants request an order to the extent necessary to permit one or more Series to impose a sales charge on a deferred basis (‘‘DSC’’). For each Series, the Depositor would set a maximum sales charge per Unit, a portion of which may be collected ‘‘up front’’ (i.e., at the time an investor purchases the Units). The DSC would be collected subsequently in installments (‘‘Installment Payments’’) as described in the application. The Depositor would not add any amount for interest or any similar or related charge to adjust for such deferral. 2. When a Unitholder redeems or sells Units, the Depositor intends to deduct any unpaid DSC from the redemption or sale proceeds. When calculating the amount due, the Depositor will assume that Units on which the DSC has been paid in full are redeemed or sold first. With respect to Units on which the DSC has not been paid in full, the Depositor will assume that the Units held for the longest time are redeemed or sold first. Applicants represent that the DSC collected at the time of redemption or sale, together with the Installment Payments and any amount collected up PO 00000 Frm 00064 Fmt 4703 Sfmt 4703 61909 front, will not exceed the maximum sales charge per Unit. Under certain circumstances, the Depositor may waive the collection of any unpaid DSC in connection with redemptions or sales of Units. These circumstances will be disclosed in the prospectus for the relevant Series and implemented in accordance with rule 22d–1 under the Act. 3. Each Series offering Units subject to a DSC will state the maximum charge per Unit in its prospectus. In addition, the prospectus for such Series will include the table required by Form N– 1A (modified as appropriate to reflect the difference between UITs and openend management investment companies) and a schedule setting forth the number and date of each Installment Payment, along with the duration of the collection period. The prospectus also will disclose that portfolio securities may be sold to pay the DSC if distribution income is insufficient and that securities will be sold pro rata, if practicable, otherwise a specific security will be designated for sale. B. Exchange Option and Rollover Option 1. Applicants request an order to the extent necessary to permit Unitholders of a Series to exchange their Units for Units of another Series (‘‘Exchange Option’’) and Unitholders of a Series that is terminating to exchange their Units for Units of a new Series of the same type (‘‘Rollover Option’’). The Exchange Option and Rollover Option would apply to all exchanges of Units sold with a front-end sales charge, a DSC or both. 2. A Unitholder who purchases Units under the Exchange Option or Rollover Option would pay a lower sales charge than that which would be paid for the Units by a new investor. The reduced sales charge will be reasonably related to the expenses incurred in connection with the administration of the DSC program, which may include an amount that will fairly and adequately compensate the Depositor and participating underwriters and brokers for their services in providing the DSC program. Applicants’ Legal Analysis A. DSC and Waiver of DSC 1. Section 4(2) of the Act defines a ‘‘unit investment trust’’ as an investment company that issues only redeemable securities. Section 2(a)(32) of the Act defines a ‘‘redeemable security’’ as a security that, upon its presentation to the issuer, entitles the holder to receive approximately his or E:\FR\FM\15OCN1.SGM 15OCN1 tkelley on DSK3SPTVN1PROD with NOTICES 61910 Federal Register / Vol. 79, No. 199 / Wednesday, October 15, 2014 / Notices her proportionate share of the issuer’s current net assets or the cash equivalent of those assets. Rule 22c–1 under the Act requires that the price of a redeemable security issued by a registered investment company for purposes of sale, redemption or repurchase be based on the security’s current net asset value (‘‘NAV’’). Because the collection of any unpaid DSC may cause a redeeming Unitholder to receive an amount less than the NAV of the redeemed Units, applicants request relief from section 2(a)(32) and rule 22c–1. 2. Section 22(d) of the Act and rule 22d–1 under the Act require a registered investment company and its principal underwriter and dealers to sell securities only at the current public offering price described in the investment company’s prospectus, with the exception of sales of redeemable securities at prices that reflect scheduled variations in the sales load. Section 2(a)(35) of the Act defines the term ‘‘sales load’’ as the difference between the sales price and the portion of the proceeds invested by the depositor or trustee. Applicants request relief from section 2(a)(35) and section 22(d) to permit waivers, deferrals or other scheduled variations of the sales load. 3. Under section 6(c) of the Act, the Commission may exempt classes of transactions, 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 state that their proposal meets the standards of section 6(c). Applicants state that the provisions of section 22(d) are intended to prevent (a) riskless trading in investment company securities due to backward pricing, (b) disruption of orderly distribution by dealers selling shares at a discount, and (c) discrimination among investors resulting from different prices charged to different investors. Applicants assert that the proposed DSC program will present none of these abuses. Applicants further state that all scheduled variations in the sales load will be disclosed in the prospectus of each Series and applied uniformly to all investors, and that applicants will comply with all the conditions set forth in rule 22d–1. 4. Section 26(a)(2)(C) of the Act, in relevant part, prohibits a trustee or custodian of a UIT from collecting from the trust as an expense any payment to the trust’s depositor or principal underwriter. Because the Trustee’s payment of the DSC to the Depositor VerDate Sep<11>2014 18:00 Oct 14, 2014 Jkt 235001 may be deemed to be an expense under section 26(a)(2)(C), applicants request relief under section 6(c) from section 26(a)(2)(C) to the extent necessary to permit the Trustee to collect Installment Payments and disburse them to the Depositor. Applicants submit that the relief is appropriate because the DSC is more properly characterized as a sales load. B. Exchange Option and Rollover Option 1. Sections 11(a) and 11(c) of the Act prohibit any offer of exchange by a UIT for the securities of another investment company unless the terms of the offer have been approved in advance by the Commission. Applicants request an order under sections 11(a) and 11(c) for Commission approval of the Exchange Option and the Rollover Option. C. Net Worth Requirement 1. Section 14(a) of the Act requires that a registered investment company have $100,000 of net worth prior to making a public offering. Applicants state that each Series will comply with this requirement because the Depositor will deposit more than $100,000 of securities. Applicants assert, however, that the Commission has interpreted section 14(a) as requiring that the initial capital investment in an investment company be made without any intention to dispose of the investment. Applicants state that, under this interpretation, a Series would not satisfy section 14(a) because of the Depositor’s intention to sell all the Units of the Series. 2. Rule 14a–3 under the Act exempts UITs from section 14(a) if certain conditions are met, one of which is that the UIT invest only in ‘‘eligible trust securities,’’ as defined in the rule. Applicants state that they may not rely on rule 14a–3 because certain Series (collectively, ‘‘Equity Series’’) will invest all or a portion of their assets in equity securities or shares of registered investment companies which do not satisfy the definition of eligible trust securities. 3. Applicants request an exemption under section 6(c) of the Act to the extent necessary to exempt the Equity Series from the net worth requirement in section 14(a). Applicants state that the Series and the Depositor will comply in all respects with the requirements of rule 14a–3, except that the Equity Series will not restrict their portfolio investments to ‘‘eligible trust securities.’’ D. Capital Gains Distribution 1. Section 19(b) of the Act and rule 19b–1 under the Act provide that, PO 00000 Frm 00065 Fmt 4703 Sfmt 4703 except under limited circumstances, no registered investment company may distribute long-term gains more than once every twelve months. Rule 19b– 1(c), under certain circumstances, exempts a UIT investing in eligible trust securities (as defined in rule 14a–3) from the requirements of rule 19b–1. Because the Equity Series do not limit their investments to eligible trust securities, however, the Equity Series will not qualify for the exemption in paragraph (c) of rule 19b–1. Applicants therefore request an exemption under section 6(c) from section 19(b) and rule 19b–1 to the extent necessary to permit capital gains earned in connection with the sale of portfolio securities to be distributed to Unitholders along with the Equity Series’ regular distributions. In all other respects, applicants will comply with section 19(b) and rule 19b– 1. 2. Applicants state that their proposal meets the standards of section 6(c). Applicants assert that any sale of portfolio securities would be triggered by the need to meet Trust expenses, Installment Payments, or by redemption requests, events over which the Depositor and the Equity Series do not have control. Applicants further state that, because principal distributions must be clearly indicated in accompanying reports to Unitholders as a return of principal and will be relatively small in comparison to normal dividend distributions, there is little danger of confusion from failure to differentiate among distributions. Applicants’ Conditions Applicants agree that any order granting the requested relief will be subject to the following conditions: A. DSC Relief and Exchange and Rollover Options 1. Whenever the Exchange Option or Rollover Option is to be terminated or its terms are to be amended materially, any holder of a security subject to that privilege will be given prominent notice of the impending termination or amendment at least 60 days prior to the date of termination or the effective date of the amendment, provided that: (a) No such notice need be given if the only material effect of an amendment is to reduce or eliminate the sales charge payable at the time of an exchange, to add one or more new Series eligible for the Exchange Option or the Rollover Option, or to delete a Series which has terminated; and (b) no notice need be given if, under extraordinary circumstances, either (i) there is a suspension of the redemption of Units of the Series under section 22(e) of the E:\FR\FM\15OCN1.SGM 15OCN1 Federal Register / Vol. 79, No. 199 / Wednesday, October 15, 2014 / Notices Act and the rules and regulations promulgated thereunder, or (ii) a Series temporarily delays or ceases the sale of its Units because it is unable to invest amounts effectively in accordance with applicable investment objectives, policies and restrictions. 2. An investor who purchases Units under the Exchange Option or Rollover Option will pay a lower sales charge than that which would be paid for the Units by a new investor. 3. The prospectus of each Series offering exchanges or rollovers and any sales literature or advertising that mentions the existence of the Exchange Option or Rollover Option will disclose that the Exchange Option and the Rollover Option are subject to modification, termination or suspension without notice, except in certain limited cases. 4. Any DSC imposed on a Series’ Units will comply with the requirements of subparagraphs (1), (2) and (3) of rule 6c–10(a) under the Act. 5. Each Series offering Units subject to a DSC will include in its prospectus the disclosure required by Form N–1A relating to deferred sales charges (modified as appropriate to reflect the differences between UITs and open-end management investment companies) and a schedule setting forth the number and date of each Installment Payment. B. Net Worth Requirement Applicants will comply in all respects with the requirements of rule 14a–3 under the Act, except that the Equity Series will not restrict their portfolio investments to ‘‘eligible trust securities.’’ For the Commission, by the Division of Investment Management, under delegated authority. Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2014–24423 Filed 10–14–14; 8:45 am] tkelley on DSK3SPTVN1PROD with NOTICES BILLING CODE 8011–01–P VerDate Sep<11>2014 18:00 Oct 14, 2014 Jkt 235001 SECURITIES AND EXCHANGE COMMISSION [Release No. 34–73320; File No. SR– NYSEArca–2014–30] Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Designation of a Longer Period for Commission Action on Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change To List and Trade Shares of Hull Tactical US ETF Under NYSE Arca Equities Rule 8.600 October 8, 2014. On March 24, 2014, NYSE Arca, Inc. (‘‘NYSE Arca’’) filed with the Securities and Exchange Commission (‘‘Commission’’), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 a proposed rule change to list and trade shares (‘‘Shares’’) of Hull Tactical US ETF under NYSE Arca Equities Rule 8.600. The proposed rule change was published for comment in the Federal Register on April 11, 2014.3 On May 21, 2014, pursuant to Section 19(b)(2) of the Act,4 the Commission designated a longer period within which to either approve the proposed rule change, disapprove the proposed rule change, or institute proceedings to determine whether to disapprove the proposed rule change.5 On July 9, 2014, the Commission instituted proceedings to determine whether to approve or disapprove the proposed rule change.6 The Commission received one comment letter.7 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 See Securities Exchange Act Release No. 71894 (Apr. 7, 2014), 79 FR 20273 (‘‘Notice’’). 4 15 U.S.C. 78s(b)(2). 5 Securities Exchange Act Release No. 72214 (May 21, 2014), 79 FR 30672 (May 28, 2014). The Commission determined that it was appropriate to designate a longer period within which to take action on the proposed rule change so that it would have sufficient time to consider the proposed rule change. Accordingly, the Commission designated July 10, 2014 as the date by which it should approve, disapprove, or institute proceedings to determine whether to disapprove the proposed rule change. 6 Securities Exchange Act Release No. 72571 (July 9, 2014), 79 FR 41330 (July 15, 2014). The Commission instituted proceedings to allow for additional analysis of the proposed rule change’s consistency with Section 6(b)(5) of the Act, which requires, among other things, that the rules of a national securities exchange be ‘‘designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade,’’ and ‘‘to protect investors and the public interest.’’ See id. 7 See Letter from Christopher S. Jones, Associate Professor, University of Southern California to Elizabeth M. Murphy, Secretary, Commission (Sept. 16, 2014). 2 17 PO 00000 Frm 00066 Fmt 4703 Sfmt 4703 61911 Section 19(b)(2) of the Act 8 provides that, after initiating disapproval proceedings, the Commission shall issue an order approving or disapproving the proposed rule change not later than 180 days after the date of publication of notice of filing of the proposed rule change. The Commission may extend the period for issuing an order approving or disapproving the proposed rule change, however, by not more than 60 days if the Commission determines that a longer period is appropriate and publishes the reasons for such determination. The proposed rule change was published for notice and comment in the Federal Register on April 11, 2014.9 The 180th day after publication of the notice of the filing of the proposed rule change in the Federal Register is October 8, 2014, and the 240th day after publication of the notice of the filing of the proposed rule change in the Federal Register is December 5, 2014. The Commission finds it appropriate to designate a longer period within which to issue an order approving or disapproving the proposed rule change so that it has sufficient time to consider the proposed rule change and the comment letter received. Accordingly, the Commission pursuant to 19(b)(2) of the Act 10 designates December 5, 2014 as the date by which the Commission shall either approve or disapprove the proposed rule change (File No. SR–NYSEArca– 2014–30). For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.11 Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2014–24421 Filed 10–14–14; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–73317; File No. SR– ISEGemini–2014–26] Self-Regulatory Organizations; ISE Gemini Exchange, LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Rule 723 To Add a New PIM ISO Order Type October 8, 2014. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 8 15 U.S.C. 78s(b)(2). supra note 3 and accompanying text. 10 15 U.S.C. 78s(b)(2). 11 17 CFR 200.30–3(a)(12). 9 See E:\FR\FM\15OCN1.SGM 15OCN1

Agencies

[Federal Register Volume 79, Number 199 (Wednesday, October 15, 2014)]
[Notices]
[Pages 61908-61911]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-24423]


=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 31280; 812-14304]


Eaton Vance Distributors, Inc. and Eaton Vance Unit Trust; Notice 
of Application

October 8, 2014.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application under (a) section 6(c) of the 
Investment Company Act of 1940 (``Act'') for an exemption from sections 
2(a)(32), 2(a)(35), 14(a), 19(b), 22(d) and 26(a)(2)(C) of the Act and 
rules 19b-1 and rule 22c-1 thereunder and (b) sections 11(a) and 11(c) 
of the Act for approval of certain exchange and rollover privileges.

-----------------------------------------------------------------------

Applicants: Eaton Vance Distributors, Inc. (``EVD'') and Eaton Vance 
Unit Trust.\1\
---------------------------------------------------------------------------

    \1\ Applicants also request relief for future unit investment 
trusts (collectively, with Eaton Vance Unit Trust, the ``Trusts'') 
and series of the Trusts (``Series'') that are sponsored by EVD or 
any entity controlling, controlled by or under common control with 
EVD (together with EVD, the ``Depositors''). Any future Trust and 
Series that relies on the requested order will comply with the terms 
and conditions of the application. All existing entities that 
currently intend to rely on the requested order are named as 
applicants.

SUMMARY: Summary of Application: Applicants request an order to permit 
certain unit investment trusts to: (a)

[[Page 61909]]

Impose sales charges on a deferred basis and waive the deferred sales 
charge in certain cases; (b) offer unitholders certain exchange and 
rollover options; (c) publicly offer units without requiring the 
Depositor to take for its own account $100,000 worth of units; and (d) 
distribute capital gains resulting from the sale of portfolio 
---------------------------------------------------------------------------
securities within a reasonable time after receipt.

DATES: Filing Dates: The application was filed on May 2, 2014 and 
amended on September 2, 2014.

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 November 3, 2014, and should be accompanied by proof of service 
on the 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: Brent J. Fields, Secretary, Securities and Exchange 
Commission, 100 F Street NE., Washington, DC 20549-1090; Applicants, 
Two International Place, Boston, Massachusetts 02110.

FOR FURTHER INFORMATION CONTACT: Aaron T. Gilbride, Attorney-Adviser, 
at (202) 551-6906, or Melissa R. Harke, Branch Chief, at (202) 551-6722 
(Division of Investment Management, Chief Counsel's Office).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained via the 
Commission's Web site by searching for the file number, or an applicant 
using the Company name box, at https://www.sec.gov/search/search.htm or 
by calling (202) 551-8090.

Applicants' Representations

    1. Eaton Vance Unit Trust will be a unit investment trust (``UIT'') 
that is registered under the Act. Any future Trust will be a registered 
UIT. EVD is registered under the Securities Exchange Act of 1934 as a 
broker-dealer and will be the Depositor of Eaton Vance Unit Trust. Each 
Series will be created by a trust indenture between the Depositor and a 
banking institution or trust company as trustee (``Trustee'').
    2. The Depositor acquires a portfolio of securities, which it 
deposits with the Trustee in exchange for certificates representing 
units of fractional undivided interest in the Series' portfolio 
(``Units''). The Units are offered to the public through the Depositor 
and dealers at a price which, during the initial offering period, is 
based upon the aggregate market value of the underlying securities, or, 
the aggregate offering side evaluation of the underlying securities if 
the underlying securities are not listed on a securities exchange, plus 
a front-end sales charge, a deferred sales charge or both. The maximum 
sales charge may be reduced in compliance with rule 22d-1 under the Act 
in certain circumstances, which are disclosed in the Series' 
prospectus.
    3. The Depositor may, but is not legally obligated to, maintain a 
secondary market for Units of an outstanding Series. Other broker-
dealers may or may not maintain a secondary market for Units of a 
Series. If a secondary market is maintained, investors will be able to 
purchase Units on the secondary market at the current public offering 
price plus a front-end sales charge. If such a market is not maintained 
at any time for any Series, holders of the Units (``Unitholders'') of 
that Series may redeem their Units through the Trustee.

A. Deferred Sales Charge and Waiver of Deferred Sales Charge Under 
Certain Circumstances

    1. Applicants request an order to the extent necessary to permit 
one or more Series to impose a sales charge on a deferred basis 
(``DSC''). For each Series, the Depositor would set a maximum sales 
charge per Unit, a portion of which may be collected ``up front'' 
(i.e., at the time an investor purchases the Units). The DSC would be 
collected subsequently in installments (``Installment Payments'') as 
described in the application. The Depositor would not add any amount 
for interest or any similar or related charge to adjust for such 
deferral.
    2. When a Unitholder redeems or sells Units, the Depositor intends 
to deduct any unpaid DSC from the redemption or sale proceeds. When 
calculating the amount due, the Depositor will assume that Units on 
which the DSC has been paid in full are redeemed or sold first. With 
respect to Units on which the DSC has not been paid in full, the 
Depositor will assume that the Units held for the longest time are 
redeemed or sold first. Applicants represent that the DSC collected at 
the time of redemption or sale, together with the Installment Payments 
and any amount collected up front, will not exceed the maximum sales 
charge per Unit. Under certain circumstances, the Depositor may waive 
the collection of any unpaid DSC in connection with redemptions or 
sales of Units. These circumstances will be disclosed in the prospectus 
for the relevant Series and implemented in accordance with rule 22d-1 
under the Act.
    3. Each Series offering Units subject to a DSC will state the 
maximum charge per Unit in its prospectus. In addition, the prospectus 
for such Series will include the table required by Form N-1A (modified 
as appropriate to reflect the difference between UITs and open-end 
management investment companies) and a schedule setting forth the 
number and date of each Installment Payment, along with the duration of 
the collection period. The prospectus also will disclose that portfolio 
securities may be sold to pay the DSC if distribution income is 
insufficient and that securities will be sold pro rata, if practicable, 
otherwise a specific security will be designated for sale.

B. Exchange Option and Rollover Option

    1. Applicants request an order to the extent necessary to permit 
Unitholders of a Series to exchange their Units for Units of another 
Series (``Exchange Option'') and Unitholders of a Series that is 
terminating to exchange their Units for Units of a new Series of the 
same type (``Rollover Option''). The Exchange Option and Rollover 
Option would apply to all exchanges of Units sold with a front-end 
sales charge, a DSC or both.
    2. A Unitholder who purchases Units under the Exchange Option or 
Rollover Option would pay a lower sales charge than that which would be 
paid for the Units by a new investor. The reduced sales charge will be 
reasonably related to the expenses incurred in connection with the 
administration of the DSC program, which may include an amount that 
will fairly and adequately compensate the Depositor and participating 
underwriters and brokers for their services in providing the DSC 
program.

Applicants' Legal Analysis

A. DSC and Waiver of DSC

    1. Section 4(2) of the Act defines a ``unit investment trust'' as 
an investment company that issues only redeemable securities. Section 
2(a)(32) of the Act defines a ``redeemable security'' as a security 
that, upon its presentation to the issuer, entitles the holder to 
receive approximately his or

[[Page 61910]]

her proportionate share of the issuer's current net assets or the cash 
equivalent of those assets. Rule 22c-1 under the Act requires that the 
price of a redeemable security issued by a registered investment 
company for purposes of sale, redemption or repurchase be based on the 
security's current net asset value (``NAV''). Because the collection of 
any unpaid DSC may cause a redeeming Unitholder to receive an amount 
less than the NAV of the redeemed Units, applicants request relief from 
section 2(a)(32) and rule 22c-1.
    2. Section 22(d) of the Act and rule 22d-1 under the Act require a 
registered investment company and its principal underwriter and dealers 
to sell securities only at the current public offering price described 
in the investment company's prospectus, with the exception of sales of 
redeemable securities at prices that reflect scheduled variations in 
the sales load. Section 2(a)(35) of the Act defines the term ``sales 
load'' as the difference between the sales price and the portion of the 
proceeds invested by the depositor or trustee. Applicants request 
relief from section 2(a)(35) and section 22(d) to permit waivers, 
deferrals or other scheduled variations of the sales load.
    3. Under section 6(c) of the Act, the Commission may exempt classes 
of transactions, 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 state that their proposal meets 
the standards of section 6(c). Applicants state that the provisions of 
section 22(d) are intended to prevent (a) riskless trading in 
investment company securities due to backward pricing, (b) disruption 
of orderly distribution by dealers selling shares at a discount, and 
(c) discrimination among investors resulting from different prices 
charged to different investors. Applicants assert that the proposed DSC 
program will present none of these abuses. Applicants further state 
that all scheduled variations in the sales load will be disclosed in 
the prospectus of each Series and applied uniformly to all investors, 
and that applicants will comply with all the conditions set forth in 
rule 22d-1.
    4. Section 26(a)(2)(C) of the Act, in relevant part, prohibits a 
trustee or custodian of a UIT from collecting from the trust as an 
expense any payment to the trust's depositor or principal underwriter. 
Because the Trustee's payment of the DSC to the Depositor may be deemed 
to be an expense under section 26(a)(2)(C), applicants request relief 
under section 6(c) from section 26(a)(2)(C) to the extent necessary to 
permit the Trustee to collect Installment Payments and disburse them to 
the Depositor. Applicants submit that the relief is appropriate because 
the DSC is more properly characterized as a sales load.

B. Exchange Option and Rollover Option

    1. Sections 11(a) and 11(c) of the Act prohibit any offer of 
exchange by a UIT for the securities of another investment company 
unless the terms of the offer have been approved in advance by the 
Commission. Applicants request an order under sections 11(a) and 11(c) 
for Commission approval of the Exchange Option and the Rollover Option.

C. Net Worth Requirement

    1. Section 14(a) of the Act requires that a registered investment 
company have $100,000 of net worth prior to making a public offering. 
Applicants state that each Series will comply with this requirement 
because the Depositor will deposit more than $100,000 of securities. 
Applicants assert, however, that the Commission has interpreted section 
14(a) as requiring that the initial capital investment in an investment 
company be made without any intention to dispose of the investment. 
Applicants state that, under this interpretation, a Series would not 
satisfy section 14(a) because of the Depositor's intention to sell all 
the Units of the Series.
    2. Rule 14a-3 under the Act exempts UITs from section 14(a) if 
certain conditions are met, one of which is that the UIT invest only in 
``eligible trust securities,'' as defined in the rule. Applicants state 
that they may not rely on rule 14a-3 because certain Series 
(collectively, ``Equity Series'') will invest all or a portion of their 
assets in equity securities or shares of registered investment 
companies which do not satisfy the definition of eligible trust 
securities.
    3. Applicants request an exemption under section 6(c) of the Act to 
the extent necessary to exempt the Equity Series from the net worth 
requirement in section 14(a). Applicants state that the Series and the 
Depositor will comply in all respects with the requirements of rule 
14a-3, except that the Equity Series will not restrict their portfolio 
investments to ``eligible trust securities.''

D. Capital Gains Distribution

    1. Section 19(b) of the Act and rule 19b-1 under the Act provide 
that, except under limited circumstances, no registered investment 
company may distribute long-term gains more than once every twelve 
months. Rule 19b-1(c), under certain circumstances, exempts a UIT 
investing in eligible trust securities (as defined in rule 14a-3) from 
the requirements of rule 19b-1. Because the Equity Series do not limit 
their investments to eligible trust securities, however, the Equity 
Series will not qualify for the exemption in paragraph (c) of rule 19b-
1. Applicants therefore request an exemption under section 6(c) from 
section 19(b) and rule 19b-1 to the extent necessary to permit capital 
gains earned in connection with the sale of portfolio securities to be 
distributed to Unitholders along with the Equity Series' regular 
distributions. In all other respects, applicants will comply with 
section 19(b) and rule 19b-1.
    2. Applicants state that their proposal meets the standards of 
section 6(c). Applicants assert that any sale of portfolio securities 
would be triggered by the need to meet Trust expenses, Installment 
Payments, or by redemption requests, events over which the Depositor 
and the Equity Series do not have control. Applicants further state 
that, because principal distributions must be clearly indicated in 
accompanying reports to Unitholders as a return of principal and will 
be relatively small in comparison to normal dividend distributions, 
there is little danger of confusion from failure to differentiate among 
distributions.

Applicants' Conditions

    Applicants agree that any order granting the requested relief will 
be subject to the following conditions:

A. DSC Relief and Exchange and Rollover Options

    1. Whenever the Exchange Option or Rollover Option is to be 
terminated or its terms are to be amended materially, any holder of a 
security subject to that privilege will be given prominent notice of 
the impending termination or amendment at least 60 days prior to the 
date of termination or the effective date of the amendment, provided 
that: (a) No such notice need be given if the only material effect of 
an amendment is to reduce or eliminate the sales charge payable at the 
time of an exchange, to add one or more new Series eligible for the 
Exchange Option or the Rollover Option, or to delete a Series which has 
terminated; and (b) no notice need be given if, under extraordinary 
circumstances, either (i) there is a suspension of the redemption of 
Units of the Series under section 22(e) of the

[[Page 61911]]

Act and the rules and regulations promulgated thereunder, or (ii) a 
Series temporarily delays or ceases the sale of its Units because it is 
unable to invest amounts effectively in accordance with applicable 
investment objectives, policies and restrictions.
    2. An investor who purchases Units under the Exchange Option or 
Rollover Option will pay a lower sales charge than that which would be 
paid for the Units by a new investor.
    3. The prospectus of each Series offering exchanges or rollovers 
and any sales literature or advertising that mentions the existence of 
the Exchange Option or Rollover Option will disclose that the Exchange 
Option and the Rollover Option are subject to modification, termination 
or suspension without notice, except in certain limited cases.
    4. Any DSC imposed on a Series' Units will comply with the 
requirements of subparagraphs (1), (2) and (3) of rule 6c-10(a) under 
the Act.
    5. Each Series offering Units subject to a DSC will include in its 
prospectus the disclosure required by Form N-1A relating to deferred 
sales charges (modified as appropriate to reflect the differences 
between UITs and open-end management investment companies) and a 
schedule setting forth the number and date of each Installment Payment.

B. Net Worth Requirement

    Applicants will comply in all respects with the requirements of 
rule 14a-3 under the Act, except that the Equity Series will not 
restrict their portfolio investments to ``eligible trust securities.''

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-24423 Filed 10-14-14; 8:45 am]
BILLING CODE 8011-01-P
This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.