SEC Division of Investment Management staff letter: Eaton Vance, et al.

RESPONSE OF THE OFFICE OF CHIEF COUNSEL
DIVISION OF INVESTMENT MANAGEMENT
June 26, 2013
IM Ref. No. 20134121532
Eaton Vance Floating-Rate Income
Trust, Eaton Vance Senior Income
Trust, Eaton Vance Senior
Floating-Rate Trust, Eaton Vance
Municipal Income Trust, Eaton
Vance Municipal Bond Fund, and
Eaton Vance Municipal Bond Fund
II
File No. 811-21574
Your letter dated June 25, 2013 requests our assurance that we would not recommend enforcement action to the Securities and Exchange Commission ("Commission") under SeCtion 5(b) or Section 6(a) ofthe Securities Act of 1933 (the "Securities Act") against Eaton Vance Floating-Rate Income Trust, Eaton Vance Senior Income Trust, Eaton Vance Senior Floating-Rate Trust, Eaton Vance Municipal Income Trust, Eaton Vance Municipal Bond Fund, or Eaton Vance Municipal Bond Fund II (each, a "Fund," and collectively, the "Funds"), each of which filed and had declared effective, or intends to file and have declared effective, by the Commission a shelf registration statement on Form N-2 ("Registration Statement"), if a Fund files a post-effective amendment to its Registration Statement pursuant to Rule 486(b) under the Securities Act under the circumstances set forth in your letter. Background You state that each Fund is a closed-end management investment company registered under the Investment Company Act of 1940 (the "Investment Company Act"). Each Fund filed and had declared effective, or intends to file and have declared effective, by the Commission its Registration Statement pursuant to which it may issue common shares on a delayed basis in accordance with Rule 415(a)(1)(x) under the Securities Act and the positions ofthe Commission staff. 1 Eaton Vance Management serves as the investment adviser to each Fund. Each Fund's common shares are registered under Section 12(b) ofthe Securities Exchange Act of 1934 and are listed and traded on the New York Stock Exchange or NYSE MKT LLC, as applicable. Eaton Vance Floating-Rate Income Trust has a fiscal year ending on May 31. Eaton Vance Senior Income Trust has a fiscal year ending on June 30. Eaton Vance Senior Floating-Rate Trust has a fiscal year ending on October 31. Eaton Vance Municipal Income Trust has a fiscal year ending on November 30. Eaton Vance Municipal Bond Fund and Eaton Vance Municipal Bond Fund II have a fiscal year ending on September 30. You state that each Fund's board oftrustees (the "Board"), including a majority of independent trustees, has concluded that a continuously effective shelf registration statement would be beneficial to each Fund, its shareholders and potential investors. You state that each Fund, therefore, needs a continuously effective Registration Statement, and annually would have to file post-effective amendments to its Registration Statement pursuant to Section 8( c) ofthe See Nuveen Virginia Premium Income Municipal Fund, SEC Staff No-Action Letter (Oct. 6, 2006); Pilgrim America Prime Rate Trust, SEC StaffNo-Action Letter (May 1, 1998) ("Pilgrim Letter").

Securities Act ("Post-Effective Amendments") to bring the Fund' s financial statements up to date or to make other non-material changes. You further state that each Fund, its shareholders and potential investors would benefit ifPost-Effective Amendments filed for the purpose of bringing the Fund's financial statements up to date or to make any other non-material changes were effective immediately, as permitted by Rule 486(b) under the Securities Act available to certain registered closed-end investment companies. You state that utilization of Rule 486(b) would help ensure that the Funds have the ability to raise capital as the opportunity arises, and could reduce expenses incurred by the Funds in the Post-Effective Amendment process. You further state that due to the limited purpose for which the Funds would use Rule 486(b ), no erosion ofinvestor protection would occur and investors could have faster access to important information about the Funds, including their updated financial information. Discussion Rule 486(b) under the Securities Act, in relevant part, states that a post-effective amendment to a registration statement filed by a registered closed-end management investment company which makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act ("Interval Fund") shall become effective on the date on which it is filed with the Commission, provided that certain conditions are met. The conditions ofRule 486(b) require, among other things, that the post-effective amendment be filed for no purpose other than, among other things, bringing the financial statements up to date or making non-material changes, and that the registrant make certain representations concerning the purpose for which the amendment is filed. In adopting Rule 486(b) in 1994, the Commission recognized that Interval Funds may have a need to raise capital continuously, and therefore need continuously effective registration statements and would benefit if certain filings could become effective automatically.2 The Commission staff in 1998 recognized that registered closed-end management investment companies such as the Funds, which are not Interval Funds, also may benefit from the flexibility to take advantage of favorable market conditions to raise additional capital through continuous or delayed offerings of their securities.3 You assert that the Funds and their shareholders also would benefit if the Funds' Post-Effective Amendments that comply with the conditions ofRule 486(b) could become effective immediately pursuant to that Rule. You represent that each filing made in reliance on the requested relief would be made in compliance with the conditions of Rule 486(b), and that each Fund will file a Post-Effective Amendment containing a prospectus pursuant to Section 8(c) ofthe Securities Act prior to any offering ofits securities at a price below net asset value. You also represent that in relying on the requested relief to sell common shares, each Fund
will sell newly issued shares at a price no 2 See Post-Effective Amendments to Investment Company Registration Statements, Investment Company Act Release No. 20486 (Aug. 17, 1994), n.22 and accompanying text. An Interval Fund operates pursuant to a fundamental policy that requires the Interval Fund to make periodic offers to repurchase its common stock in an amount not less than five percent ofthe outstanding shares. See Rule 23c-3 under the Investment Company Act. These repurchase offers may create a need for the Interval Fund to replenish its assets by making a continuous or intermittent offering of its common stock. See Continuous or Delayed Offerings by Certain Closed-End Management Investment Companies; Automatic Effectiveness of Certain Registration Statements and Post-Effective Amendments, Investment Company Act Release No. 19391 (Apr. 7, 1993). 3 See Pilgrim Letter, supra note 1, at n.12 and accompanying text. 2

4 lower than the sum ofthe Fund's net asset value plus the per share commission or underwriting discount.4 Conclusion Based on the facts and representations set forth in your letter, we would not recommend that the Commission take any enforcement action under Section S(b) or Section 6(a) ofthe Securities Act against the Funds ifthe Funds file Post-Effective Amendments to their Registration Statements pursuant to Rule 486(b) under the Securities Act. This response expresses our view on enforcement action only and does not express any legal or interpretive conclusion on the issues presented. Because our position is based upon all ofthe facts and representations in your letter, any different facts or representations may require a different conclusion.5 We note that each Fund has acknowledged that the staff may withdraw any assurance granted in this letter ifthe staff finds that the Fund is misusing Rule 486(b) or for any other reason. ~~ Adam Glazer Senior Counsel See Pilgrim Letter, supra note 1, at n.4 and accompanying text. The Division oflnvestment Management generally permits third parties to rely on no-action or interpretive letters to the extent that the third party's facts and circumstances are substantially similar to those described in the underlying request for a no-action or interpretive letter. See Informal Guidance Program for Small Entities, Investment Company Act Release No. 22587 (Mar. 27, 1997), n.20. In light ofthe very fact-specific nature ofthe Funds' request, however, the position expressed in this letter applies only to the Funds, and no other entity may rely on this position. The staff is willing to consider similar requests from other registered closed-end management investment companies. 3

L
1933 Act - Section 5(b)
1933 Act - Section 6(a)
1933 Act - Rul e 486
June 25, 2013
Douglas J. Scheidt, Esq.
Associate Director and Chief Counsel
Division oflnvestmenl Management
United States Securities and Exchange Commission 100 F Street, N E Washington, DC 20549 Dear Me. Scheidt:
On behalf of Eaton Vance Floating-Rate Income Trust, Eaton Vance Senior Income Trust, Eaton Vance Senior Floating-Rate Trust, Eaton Vance Municipal Income Trust, Eaton Vance Municipal Bond Fund and Eaton Vance Municipal Bond Fund II (together the "Trusts" and each, individually, a 'Trust"), we seek assurance that the staff of the Division of Investment Management (the "Staff') will not recommend enforcement action against the Trusts to the Securities and Exchange Commission (the "Commission") under Section 5(b) or
Section 6(a) of the Securities Acl of 1933, as amended (the "Securities Act"), if the Trusts
utilize Rule 486(b) of the Securities Act to fi le post-effective amendments to their registration statements in satisfaction of the undertakings contained in each Trust's registration statement, under the circumstances set forth in this letter. Background Each of the Trusts is a closed-end management investment company that is registered under the Investment Company Act of 1940, as amended (the "Investment Company Act"). Eaton Vance Management serves as the investment adviser to the Trusts. Eaton Vance Floating-Rate Income Trust has a fis cal year ending May 31, Eaton Vance Senior Income Trust has a tiscal year ending June 30, Ealon Vance Senior Floating-Rate Trust has a fiscal year ending October 31 , Eaton Vance Municipal Income Trust has a fiscal year ending November 30, Eaton Vance Municipal Bond fund has a fiscal year ending September 30 and Eaton Vance Muni cipal Bond Fund II has a fiscal year ending September 30. Each Trust's common shares are registered under Seclion 12(b) of the Securities Exchange Act of 1934, as amended, and have been listed and traded on the New York Stock Exchange or the NYSE MKT LLC, as applicable, since the inception of each such Trust. Each Trust has filed a shelf 130S -330 j 548 v i I klgates ,cDm

Douglas J. Scheidt, Esq.
June 25 , 20 13 registration statemcnt on Form N-2 pursuant to which it has issued, or intends to issue, securi ti es on a delayed basis in accordance with the terms of Rule 415(a)(1 )(x) under the Securities Act and the positions of the Staff articulated in Pilgrim Ameri ca Prime Rate Trust (pub. avail. May I, 1998) C Pilgrim") and Nuveen Virginia Premium Income Municipal Fund (pub. avail. October 6, 2006) CNuveen l'} Eaton Vance Senior Income Trust and Eaton Vance Senior Floating-Rate Trust were declared effective on November 14, 2012. Eaton Vance Floating-Rate Income Trust was declared effecti ve on January 17, 2013. I In approving the Trust's shelf registration statements, the Board of Trustees (the "Board") of each Trust, including a majority of the independent trustees, considered the benefits to the Trust and its shareholders of the ability to raise capital through the public offering of additional securities on a delayed and continuous basis. The Board also considered that a continuously effective shelf registration statement is beneficial to the Trusts, their shareholders and potential investors. However, the Trusts might be unabl e to sell securities pursuant to their effective shelf registration statements for significant portions of each year, to the detriment of the Trusts and their shareholders, due to the post-effective amendment process currently required to bring the Trusts' tinancia l statements up to date. To address this, each Trust is seeking relief to allow it to utilize Rule 486(b) under the Securities Act, which is available to certain registered closed-end investment companies,2 to file post-effective amendments to their shelf registration statements in order to bring their financial statements up to date, or to make any other non-material changes. If this relief is granted, investors would benefit from the Trusts' abi lity to raise capital in continuous offerings of their securities at non-dilutive prices, without significant periods of disruption to such offering process. In addition, Trust shareholders would benefit fi'om considerable cost savings, as expenses incurred in respect of the current post-effective amendment process are significant Due to the limited purpose for which the Trusts propose to use Rule 486(b), no erosion of investor protections would occur. I Each of Eawn Vance Municipal Income Trust, Eaton Vance Municipal Bond Fund and Eaton Vance Municipal Bond Fund II has not yet been declared effective. Eaton Vance Municipal Income Trust commenced operations on January 29, J 999. Eawn Vance Municipa l Bond Fund commenced operations on A ugust 30,
2002. Eaton Vance Municipal Boud Fund II commenced opera lions on November 29, 2002. Each of Ealon
Vance Munic ipa l Income Trust, Eaton Vance Municipal Bond Fund and Eawn Va nce Municipal Bond Fund II has traded at a premium from iime-to-time aud has filed a freg tra n statement on Form N-2. 2 The Trus ~ are noi organized as interva l funds pursuam to Ru le 23c-3 under the Investment Company Act, aud therefore Rule 486(b), on its face, is not currently available to the Trusts.

Douglas 1. Scheidt, Esq.
Ju ne 25. 20 13
II. Discussion
Section 5(b)(I) of the Securiti es Act makes it unl awful for any person directly or
indirectl y to transmit, through interstate commerce, a prospectus relating to any security with respect to which a registration statement has been fi led, unless the prospectus meets the requirements of Section 10 of the Securities Act. Simil arly, Section 5(b)(2) of the Securities Act makes it unlawful for any person directly or indirectly to carry or cause to be carried any security for the purpose of sale or delivery, unless preceded or accompanied by a prospectus that meets the requirements of Section I O(a) of the Securities Act.
Section I O(a)(1) of the Securities Act, in pertinent part, states that a prospectus
relating to a security - other than a security issued by a foreign issuer - shall contain the information contained in the issuer's registration statement. Section JO( a)(3) states that, notwithstanding Section 10(a)(1), a prospectus that is used more than nine months after the effective date of the registration statement must have information as of a date not more than sixteen months prior to such use, so far as the information is known to the user of the prospectus or can be furnished by the user of the prospectus without unreasonable effort or expense (a "1 0(a)(3) Prospectus"). Open-end management investment companies ("Open-end Funds'), unit investment trusts, and face-amount certificate companies are required by Section 24( e) of the Investment Company Act to use a 10(a)(3) Prospectus that does not vary from the latest prospectus filed as part of a post-effective amendment to the fund's registration statement. Open-end Funds satisfy this requirement by filing a post-effective amendment pursuant to Rule 485, which provides for automatic or immediate effecti veness 3 Notabl y, however, Section 24(e) does not apply to closed-end management investment companies, and there is no statutory requirement mandating that a closed-end fund make such a post-effective filing4 Instead, Rule 41 5(a)(3) requires a registrant that is an investment company filing on Form N-2 to furnish the undertakings required by Item 34.4 of Form N-2. Item 34.4.a of Form N-2 (the registration statement utilized by closed-end funds) requires closed-end funds to undertake "to fil e, during any period in which of1ers or sales are being made, a post-effective amendment to the registration statement: (1) to include any prospectus required by Section 10(a)(3) of the 1933 Act. " 3 Rule 485(a) pennits automatic effectiveness after the passage ofa specified period ofhme . Rule 485(b) provides for lnlIDediate effectiveness of fi li ngs made for certain purposes, including, among other things, updating financjal statements and making non-material changes. 4 See Section 24(e) of the Investment Company Act; L Loss & J. Seligman, Securities Regula tIOn, 566 (3rd ed. 1998).

Douglas 1. Scheidt, Esq.
June 25,20 13
Each Trust has made this undertaking in its registration statement. As a consequence, each Trust currently is or will be required to fil e a post-etTective amendment on an annual basis to update its shelf registration statement with its audited financi al statements in accordance with th is undeliaking, as well as to make any non-material updates. Each Trust will satisfy this undertaking by filing a post-effective amendment with the Commission pursuant to Section 8(c) of the Securities Act. Section 8(c) does not provide a mechanism fo r automati c effectiveness.s A post-effective amendment fi led pursuant to Section 8(c) must be declared effective by the Staff in order to take effect. This process subj ects the fi lings to Staff review and comment, even for routine non-material amendments, which in the Trusts' experience is a lengthy process. During this period, no issuances can take place, thereby preventing the Trusts from taking advantage of what may be an attractive market to ralse assets for the benefit of Trust shareholders. Closed-end funds that are operated as interval fu nds pursuant to Rule 23c-3 under the Investment Company Act are not subject to these delays. Rule 486(b) provides that a post￾effective amendment to an effective registration statement, or a registration statement for additional shares of common stock, fi led by a registered closed-end management investment company or business development company whi ch makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act (" Interval Funds") shaH become immedi ately effecti ve on the date it is tiled, or on a later date designated by the registrant that is no more than 30 days after the fi ling is made, provided that the post-effecti ve amendment or the registration statement is filed solely: (i) to register additional shares of common stock for which a registration statement filed on Form N-2 is effective, (ii) to bring the financia l statements up to date under Section 10(a)(3) of the Securities Act or Rule 3-18 of Regulation S-X, (iii) to designate a new effective date for a previously fi led post- effective amendment or registration statement for additional shares under Rule 486(a), which has not yet become effective, (iv) to disclose or update the information required by Item 9c of Form N_2,6 (v) to make an y non-material changes the registrant deems appropriate, and (vi) for any other purpose the Commission shall approve. In the adopting release fo r Rule 486, the Commission stated that " [t]he initial proposal of rule 486 recogni zed that closed-end interval funds may need continuously 5 But see supra note 3 and accompanying text for a discussion of Rule 485, which provides for automatic and inunediate effectiveness for Open-end Funds. 6 We note that Fonn N-2 does not have, and has never had, an ·'Item 9c." Based upon a review of the administrative hI stOry of Ru le 486, we believe that this shoul d be a reference to Item 9.1.c. of Form N-2, wh ich
relates to information regarding indivtdual portfolio managers. Accordingly, the Trusts plan to treat the reference to "Item 9c" as a reference to Item 9.1.c. of Form N·2.

Douglas 1 Scheidt, Esq.
June 25,2013
Pagc 5 effective registration statements and would benefit if certain filings could become effective automatically·,7 The Tmsts believe that this line of thought should be extended to them as closed-end fund s that are conducting offerings pursuant to Rule 41 5(a)( I lex). Recently, your office has concurred with this approach. In Nuveen Municipal High Income Opportunity Fund (pub. avail. Nov. 9, 20 I 0) ("Nuveen II"), Cal amos Advisors LLC (pub. avail. Feb. 14, 20 I I) ("Calamos"), and Aberdeen Australia Equity Fund, Inc. (pub . avail. April 12,20 12) ("Aberdeen"), the Stalf granted no-action assurances to three closed￾end fund complexes that were engaged in a delayed or continuous offering pursuant to Rule 41 5(a)(I)(x). 1n the letters, the Staff agreed not to recommend enforcement action to the Commission under Sections 5(b) and 6(a) of the Securities Act based on the representation that the respective fund s' board of directors approved the funds' delayed or continuous offerings, the representation that each fund's post-effective amendments wou ld comply with the conditions of Rul e 486(b), and the representation that each fund would fil e a Post￾Effective Amendment containing a prospectus pursuant to Section 8ec) of the Securiti es Act prior to any offering of its securities at a price below net asset value. Your office has been clear that, "[i]n light of the very fact specific nature" of the requests, this relief is limited on its face to the addressees of the no-action letters. Your office has gone on to note, however, that it "is willing to consider similar requests from other registered closed-end management investment companies." We submit that the Tmsts are similarly situated to the funds in the Nuveen II, Calamos and Aberdeen letters for purposes of this relief. As was the case with each of the funds in the Nuveen II, Calamos and Aberdeen letters, each Tmst's Board, including a majority of its independent trustees, considered the benefits to each Tmst and its shareholders of the continued ability to raise capi tal through the public offering of additional securiti es on a delayed and continuous basis. In addition, each Trust's Board considered that a continuously effective shelf registration statement would be beneficial to the Trusts, their shareholders and potential investors. In furtherance of these considerations, each Tmst has an effective registration statement on fil e with the Commission pursuant to which the Trust may issue securities on a delayed and continuous basis in accordance with Rule 415(a)(l)ex) under the Securities Act and the positions of the Commission staff in the Nuveen I and Pilgrim letters. As is the case with Interval Funds, the Tmsts and their common shareholders wo uld also benefit from having continuously effecti ve registration statements. The ability to utili ze 7 Post-Effeclive Amendments to Investment Company RegisLration Statements, SEC ReI. No. 33-7083 (Aug. 17, 1994).

Douglas J. Scheidt, Esq.
June 25, 2013
Rule 486(b) under the SecUlities Act would have significant benefits for the Trusts and their investors:

• The Trusts would have the ability to raise capital as the opportunity mises;
• The Trusts would reduce the expenses they presently incur as part of the
  registration statement review and comment process, thus benefiting shareholders; and
• Investors could have faster access to important information about the Trusts,
  including their updated financial information.
  In addition, because Rule 486(b) would only permit the Trusts to update their financial statements, or to make non-material changes to their registration statements, the Trusts believe that the public policy of protecting investors would be safeguarded. The Trusts represent that in each case such filings would be made in compliance with the conditions of Rule 486(b), and that each Trust will file a Post-Effective Amendment containing a prospectus pursuant to Section 8(c) of the Securities Act prior to any offering of its securiti es at a price below net asset value. Each Trust, in reli ance on the requested reli ef to sell common shares will sell newly issued shares at a price no lower than the sum of the Trust's net asset value plus the per share commission or underwriting discount 8 The Trusts wo ul d utilize Rule 486(b) to fil e post-effective amendments only for purposes of: (I) bringing the financial statements of a Trust up to date under Section 10(a)(3) of tlie Securities Act or Rul e 3- 18 of Regulation S-X, (2) to update the information required by Item 9.l.c of Form N-2, or (3) to make any non-material changes the registrant deems appropriate. ll1. Conclusion In light oflhe forgoing, we seek your assurances that the Staff will deem the Trusts to have complied with their undertaking provided in response to Item 34.4 a of Form N-2, and will not recommend enforcement action against the Trusts to the Commission under Section 5(b) or Section 6(a) of the Securities Act if the Trusts utilize Rule 486(b) of the Securities Act, und er the circumstances set forth above. Each Trust acknowledges that the Staff may withdraw any assurance granted in response to this lett er if the Staff finds that the Trust is misusing Rule 486(b), or for any other 8 See Ca lamos Convertible Opportunities and Income Fund (pub. avaiL Feb. 14, 2011).

Douglas J. Scheidt, Esq.
June 25, 2013 reason. Please contact the undersigned at (617) 951-9068, with any questi ons or comments regarding th is letter. cc: Valerie J. Lithotomos U.S. Securities and Exchange Commission Frederick S. Marius Stephanie Rosander Eaton Vance Management

Mark P. Goshko

K&L Gates LLP