As filed with the Securities and Exchange Commission on March 15, 2000
File No. 811-8876
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-2
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 [ X ]
AMENDMENT NO. 7 [ X ]
SENIOR DEBT PORTFOLIO
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(Exact Name of Registrant as Specified in Charter)
The Eaton Vance Building
255 State Street
Boston, Massachusetts 02109
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(Address of Principal Executive Offices)
(617) 482-8260
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Registrant's Telephone Number, including Area Code
Alan R. Dynner
The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109
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(Name and Address of Agent for Service)
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Throughout this Registration Statement, information concerning Senior Debt
Portfolio (the "Portfolio") is incorporated by reference from the Registration
Statement Amendment on Form N-2 of EV Classic Senior Floating-Rate Fund (File
No. 333-32262 under the Securities Act of 1933 (the "1933 Act")) (the
"Amendment"), which was filed electronically with the Securities and Exchange
Commission on March 13, 2000 (Accession No. 0000950156-00-000169). The Amendment
contains the prospectus (the "Feeder Fund prospectus") and statement of
additional information (the "Feeder Fund SAI") of EV Classic Senior
Floating-Rate Fund (the "Feeder Fund"), which invests substantially all of its
assets in the Portfolio.
PART A
Responses to Items 1, 2, 3.2, and 4 through 7 of Part A have been omitted
pursuant to Paragraph 3 of Instruction G of the General Instructions to Form
N-2.
ITEM 3. FEE TABLE AND SYNOPSIS
Not Applicable.
ITEM 8. GENERAL DESCRIPTION OF THE REGISTRANT
(1) The Portfolio is a closed-end, non-diversified management investment
company which was organized as a trust under the laws of the State of New York
on May 1, 1992. Interests in the Portfolio are issued solely in private
placement transactions that do not involve any "public offering" within the
meaning of Section 4(2) of the 1933 Act. Investments in the Portfolio may be
made only by U.S. and foreign investment companies, common or commingled trust
funds, organizations or trusts described in Sections 401(a) or 501(a) of the
Internal Revenue Code of 1986, as amended (the "Code"), or similar organizations
or entities that are "accredited investors" within the meaning of Regulation D
under the 1933 Act. This Registration Statement, as amended, does not constitute
an offer to sell, or the solicitation of an offer to buy, any "security" within
the meaning of the 1933 Act.
(2) - (4) Registrant incorporates by reference information concerning the
Portfolio's investment objective and investment practices from "Investment
Policies and Risks" in the Feeder Fund prospectus.
(5) Investments in the Portfolio may not be transferred. However, the
Portfolio will, pursuant to Rule 23c-3 under the Investment Company Act of 1940
(the "1940 Act") and an exemptive order obtained from the Commission (File No.
812-10056), make offers to repurchase at net asset value a portion of its
interests. See "Repurchase Offers" in the Feeder Fund prospectus and "Investment
Restrictions" in the Feeder Fund SAI. Subject to the Portfolio's investment
restriction with respect to borrowings, the Portfolio may borrow money or issue
debt obligations to finance its repurchase obligations. See "Investment
Restrictions" in the Feeder Fund SAI.
(6) Not applicable.
A-1
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ITEM 9. MANAGEMENT
(1)(a) - (c) Registrant incorporates by reference information concerning
the Portfolio's management from "Organization of the Fund" and "Management of
the Fund" in the Feeder Fund prospectus and "Management and Organization" in the
Feeder Fund SAI.
(1)(d) Not applicable.
(1)(e) CUSTODIAN. Investors Bank & Trust Company, 200 Clarendon Street,
Boston, Massachusetts 02116, acts as custodian for the Portfolio.
(1)(f) The Portfolio is responsible for all of its expenses not expressly
stated to be payable by the other party under its Advisory Agreement or
Placement Agent Agreement.
(1)(g) Not applicable.
(2) Not applicable.
(3) CONTROL PERSONS. As of March 1, 2000, the Feeder Fund and Eaton Vance
Prime Rate Reserves ("Prime Fund") controlled the Portfolio by virtue of owning
approximately 49.3% and 42.4%, respectively, of the outstanding voting interests
in the Portfolio. The Feeder Fund and Prime Fund are each closed-end, management
investment companies.
ITEM 10. CAPITAL STOCK, LONG-TERM DEBT, AND OTHER SECURITIES
(1)(a) - (f) Registrant incorporates by reference information concerning
interests in the Portfolio from "Organization of the Fund" in the Feeder Fund
prospectus and "Management and Organization" in the Feeder Fund SAI. An interest
in the Portfolio has no preemptive or conversion rights and is fully paid and
nonassessable by the Portfolio, except as described under "Organization of the
Fund" in the Feeder Fund prospectus.
The Portfolio's net asset value is determined each day on which the New
York Stock Exchange (the "Exchange") is open for trading ("Portfolio Business
Day"). This determination is made each Portfolio Business Day as of the close of
regular trading on the Exchange (currently 4:00 p.m., New York time) (the
"Portfolio Valuation Time").
Each investor in the Portfolio may add to its investment in the Portfolio
on each Portfolio Business Day as of the Portfolio Valuation Time. Each investor
may reduce its investment in the Portfolio on a quarterly basis through a
Portfolio repurchase offer. The value of each investor's interest in the
Portfolio will be determined by multiplying the net asset value of the Portfolio
by the percentage, determined on the prior Portfolio Business Day, which
represented that investor's share of the aggregate interests in the Portfolio on
such prior day. Any additions or withdrawals for the current Portfolio Business
Day will then be recorded. Each investor's percentage of the aggregate interests
in the Portfolio will then be recomputed as a percentage equal to a fraction (i)
A-2
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the numerator of which is the value of such investor's investment in the
Portfolio as of the Portfolio Valuation Time on the prior Portfolio Business Day
plus or minus, as the case may be, the amount of any additions to or withdrawals
from the investor's investment in the Portfolio on the current Portfolio
Business Day and (ii) the denominator of which is the aggregate net asset value
of the Portfolio as of the Portfolio Valuation Time on the prior Portfolio
Business Day plus or minus, as the case may be, the amount of the net additions
to or withdrawals from the aggregate investment in the Portfolio on the current
Portfolio Business Day by all investors in the Portfolio. The percentage so
determined will then be applied to determine the value of the investor's
interest in the Portfolio for the current Portfolio Business Day.
(2) and (3) Not applicable.
(4) The Portfolio will allocate at least annually among its investors its
net investment income, net realized capital gains, and any other items of
income, gain, loss, deduction or credit. The Portfolio's net investment income
consists of all income accrued on the Portfolio's assets, less all actual and
accrued expenses of the Portfolio, determined in accordance with generally
accepted accounting principles.
Under the anticipated method of operation of the Portfolio, the Portfolio
will not be subject to any federal income tax. See Item 22 in Part B. However,
each investor in the Portfolio will take into account its allocable share of the
Portfolio's ordinary income and capital gain in determining its federal income
tax liability. The determination of each such share will be made in accordance
with the governing instruments of the Portfolio, which are intended to comply
with the requirements of the Code and the regulations promulgated thereunder.
It is intended that the Portfolio's assets and income will be managed in
such a way that an investor in the Portfolio that seeks to qualify as a
regulated investment company ("RIC") under the Code will be able to satisfy the
requirements for such qualification through an investment in the Portfolio,
assuming that all of the RICs assets are invested in the Portfolio.
(5) See Item 28 of Part C of this Registration Statement.
(6) Not applicable.
ITEM 11. DEFAULTS AND ARREARS ON SENIOR SECURITIES
Not applicable.
ITEM 12. LEGAL PROCEEDINGS
Not applicable.
ITEM 13. TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
Not applicable.
A-3
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PART B
ITEM 14. COVER PAGE
Not applicable.
ITEM 15. TABLE OF CONTENTS
Page
General Information and History...........................B-1
Investment Objective and Policies.........................B-1
Management................................................B-1
Control Persons and Principal Holders of Securities.......B-1
Investment Advisory and Other Services....................B-2
Brokerage Allocation and Other Practices..................B-2
Tax Status................................................B-2
Financial Statements......................................B-4
ITEM 16. GENERAL INFORMATION AND HISTORY
Not applicable.
ITEM 17. INVESTMENT OBJECTIVE AND POLICIES
Part A contains additional information about the investment objective and
policies of the Portfolio. This Part B should be read in conjunction with Part
A. Capitalized terms used in this Part B and not otherwise defined have the
meanings given them in Part A.
(1) - (3) Registrant incorporates by reference additional information
concerning the investment policies of the Portfolio as well as information
concerning the investment restrictions of the Portfolio from "Investment
Policies and Risks" and "Investment Restrictions" in the Feeder Fund SAI.
(4) Registrant incorporated by reference the Portfolio's portfolio turnover
rates from "Financial Highlights" in the Feeder Fund prospectus.
ITEM 18. MANAGEMENT
(1) - (4) Registrant incorporates by reference additional information
concerning the management of the Portfolio from "Management and Organization" in
the Feeder Fund SAI.
(5) Codes of Ethics - Registrant incorporates by reference information
concerning relevant codes of ethics from "Management of the Fund" in the Feeder
Fund prospectus.
ITEM 19. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
(1) and (2) See Item 9 (3) above. The Feeder Fund's and Prime Fund's
principal business address is The Eaton Vance Building, 255 State Street,
Boston, Massachusetts 02109. Because the Feeder Fund and Prime Fund control the
Portfolio, they may take actions without the approval of any other investor. The
B-1
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Feeder Fund and the Prime Fund have informed the Portfolio that whenever they
are requested to vote on matters pertaining to the fundamental policies of the
Portfolio, they will hold a meeting of shareholders and will cast their votes as
instructed by their shareholders. It is anticipated that any other investor in
the Portfolio which is an investment company registered under the 1940 Act would
follow the same or a similar practice. The Feeder Fund and the Prime Fund are
each closed-end management investment companies organized as business trusts
under the laws of the Commonwealth of Massachusetts.
(3) As of March 1, 2000, the Trustees and officers of the Portfolio, as a
group, did not own any interests in the Portfolio.
ITEM 20. INVESTMENT ADVISORY AND OTHER SERVICES
Registrant incorporates by reference information concerning investment
advisory and other services provided to the Portfolio from "Investment Advisory
and Other Services" in the Feeder Fund SAI.
ITEM 21. BROKERAGE ALLOCATION AND OTHER PRACTICES
Registrant incorporates by reference information concerning the brokerage
practices of the Portfolio from "Portfolio Trading" in the Feeder Fund SAI.
ITEM 22. TAX STATUS
The Portfolio has received a revenue ruling from the Internal Revenue
Service that, provided the Portfolio is operated at all times during its
existence in accordance with certain organizational and operational documents,
the Portfolio should be classified as a partnership under the Code, and it
should not be a "publicly traded partnership" within the meaning of Section 7704
of the Code. Consequently, the Portfolio does not expect that it will be
required to pay any federal income tax, and a Holder will be required to take
into account in determining its federal income tax liability its share of the
Portfolio's income, gains, losses, deductions and credits.
Under Subchapter K of the Code, a partnership is considered to be either an
aggregate of its members or a separate entity, depending upon the factual and
legal context in which the question arises. Under the aggregate approach, each
partner is treated as an owner of an undivided interest in partnership assets
and operations. Under the entity approach, the partnership is treated as a
separate entity in which partners have no direct interest in partnership assets
and operations. The Portfolio has been advised by tax counsel that, in the case
of a Holder that seeks to qualify as a regulated investment company ("RIC"), the
aggregate approach should apply, and each such Holder should accordingly be
deemed to own a proportionate share of each of the assets of the Portfolio and
to be entitled to the gross income of the Portfolio attributable to that share
for purposes of all requirements of Subchapter M of the Code. Further, the
Portfolio has been advised by tax counsel that each Holder that seeks to qualify
as a RIC should be deemed to hold its proportionate share of the Portfolio's
assets for the period the Portfolio has held the assets or for the period the
Holder has been an investor in the Portfolio, whichever is shorter. Investors
should consult their tax advisers regarding whether the entity or the aggregate
approach applies to their investment in the Portfolio in light of their
particular tax status and any special tax rules applicable to them.
B-2
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In order to enable a Holder (that is otherwise eligible) to qualify as a
RIC under the Code, the Portfolio intends to satisfy the requirements of
Subchapter M of the Code relating to sources of income and diversification of
assets as if they were applicable to the Portfolio and to permit withdrawals in
a manner that will enable an investor which is a RIC to comply with the
distribution requirements applicable to RICs (including those under Sections 852
and 4982 of the Code). The Portfolio will allocate at least annually to each
Holder such Holder's distributive share of the Portfolio's net investment
income, net realized capital gains, and any other items of income, gain, loss,
deduction or credit in a manner intended to comply with the Code and applicable
Treasury regulations. Tax counsel has advised the Portfolio that the Portfolio's
allocations of taxable income and loss should have "economic effect" under
applicable Treasury regulations.
To the extent cash proceeds of any withdrawal (or, under certain
circumstances, such proceeds plus the value of any marketable securities
distributed to an investor) ("liquid proceeds") exceed a Holder's adjusted basis
of his interest in the Portfolio, the Holder will generally realize a gain for
federal income tax purposes. If, upon a complete withdrawal (repurchase of the
entire interest), a Holder receives only liquid proceeds (and/or unrealized
receivables) and the Holder's adjusted basis of his interest exceeds the liquid
proceeds of such withdrawal and the Holder's basis in any unrealized
receivables, the Holder will generally realize a loss for federal income tax
purposes. In addition, on a distribution to a Holder from the Portfolio, (1)
income or gain may be recognized if the distribution includes a disproportionate
share of any unrealized receivables held by the Portfolio and (2) gain or loss
may be recognized on a distribution to a Holder that contributed property to the
Portfolio. The tax consequences of a withdrawal of property (instead of or in
addition to liquid proceeds) will be different and will depend on the specific
factual circumstances. A Holder's adjusted basis of an interest in the Portfolio
will be the aggregate prices paid therefor (including the adjusted basis of
contributed property and any gain recognized on the contribution thereof),
increased by the amounts of the Holder's distributive share of items of income
(including interest income exempt from federal income tax) and realized net gain
of the Portfolio, and reduced, but not below zero, by (i) the amounts of the
Holder's distributive share of items of Portfolio loss, and (ii) the amount of
any cash distributions (including distributions of interest income exempt from
federal income tax and cash distributions on withdrawals from the Portfolio) and
the basis to the Holder of any property received by such Holder other than in
liquidation, and (iii) the Holder's distributive share of the Portfolio's
nondeductible expenditures not properly chargeable to capital account. Increases
or decreases in a Holder's share of the Portfolio's liabilities may also result
in corresponding increases or decreases in such adjusted basis.
The Portfolio may be subject to foreign withholding taxes with respect to
income on certain loans to foreign Borrowers. These taxes may be reduced or
eliminated under the terms of an applicable U.S. income tax treaty. The
anticipated extent of the Portfolio's investment in foreign securities is such
that it is not expected that a Holder that is a RIC will be eligible to pass
through to its shareholders foreign taxes paid by the Portfolio and allocated to
the Holder, so that shareholders of such a RIC will not be entitled to foreign
tax credits or deductions for foreign taxes paid by the Portfolio and allocated
to the RIC. Certain foreign exchange gains and losses realized by the Portfolio
and allocated to the RIC will be treated as ordinary income and losses. Certain
uses of foreign currency and investment by the Portfolio in the stock of certain
"passive foreign investment companies" may be limited or a tax election may be
made, if available, in order to enable an investor that is a RIC to preserve its
qualification as a RIC or to avoid imposition of a tax on such an investor.
B-3
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An entity that is treated as a partnership under the Code, such as the
Portfolio, is generally treated as a partnership under state and local tax laws,
but certain states may have different entity classification criteria and may
therefore reach a different conclusion. Entities that are classified as
partnerships are not treated as taxable entities under most state and local tax
laws, and the income of a partnership is considered to be income of partners
both in timing and in character. The laws of the various states and local taxing
authorities vary with respect to the status of a partnership interest under
state and local tax laws, and each holder of an interest in the Portfolio is
advised to consult his own tax adviser.
The foregoing discussion does not address the special tax rules applicable
to certain classes of investors, such as tax-exempt entities, insurance
companies and financial institutions. Investors should consult their own tax
advisers with respect to special tax rules that may apply in their particular
situations, as well as the state, local or foreign tax consequences of investing
in the Portfolio. It is not possible at this time to predict whether or to what
extent any changes in the Code or interpretations thereof will occur.
Prospective investors should consult their own tax advisers regarding pending
and proposed legislation or other changes.
ITEM 23. FINANCIAL STATEMENTS
The following audited financial statements of the Portfolio are
incorporated by reference into this Part B and have been so incorporated in
reliance upon the report of Deloitte & Touche LLP, independent certified public
accountants, as experts in accounting and auditing.
Portfolio of Investments as of December 31, 1999
Statement of Assets and Liabilities as of December 31, 1999
Statement of Operations for the fiscal year ended December 31, 1999
Statements of Changes in Net Assets for the fiscal years ended December 31,
1999 and 1998
Statement of Cash Flows for the fiscal year ended December 31, 1999
Supplementary Data for the four fiscal years ended December 31, 1999, and
for the period from the start of business, February 22, 1995, to
December 31, 1995
Notes to Financial Statements
Independent Auditors' Report
For purposes of the EDGAR filing of this amendment to the Portfolio's
registration statement, the Portfolio incorporates by reference the above
audited financial statements, as previously filed electronically with the SEC in
an N-30D filing made February 28, 2000 pursuant to Section 30(b)(2) of the
Investment Company Act of 1940 (Accession Number 0000950156-00-000121).
B-4
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PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(1) FINANCIAL STATEMENTS:
The financial statements called for by this item are incorporated by
reference in Part B and listed in Item 23 hereof.
(2) EXHIBITS:
(a) (1) Amended and Restated Declaration of Trust dated as of
November 21, 1994, filed as Exhibit (a) to Amendment No. 3
and incorporated herein by reference.
(2) Amendment to the Declaration of Trust dated June 22, 1998
filed as Exhibit (a)(2) to Amendment No. 6 and incorporated
herein by reference.
(b) By-Laws adopted May 1, 1992 filed as Exhibit (b) to
Amendment No. 3 and incorporated herein by reference.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) Investment Advisory Agreement between the Registrant and
Boston Management and Research dated February 22, 1995 filed
as Exhibit (g) to Amendment No. 3 and incorporated herein by
reference.
(h) Placement Agent Agreement with Eaton Vance Distributors,
Inc. dated November 1, 1996, filed as Exhibit (h) to
Amendment No. 4 and incorporated herein by reference.
(i) The Securities and Exchange Commission has granted the
Registrant an exemptive order that permits the Registrant to
enter into deferred compensation arrangements with its
independent Trustees. See IN THE MATTER OF CAPITAL EXCHANGE
FUND, INC., Release No. IC-20671 (November 1, 1994).
(j) (1) Custodian Agreement with Investors Bank & Trust Company
dated January 1, 1998 filed as Exhibit (j)(1) to Amendment
No. 6 and incorporated herein by reference.
C-1
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(2) Amendment to Master Custodian Agreement with Investors Bank
& Trust Company dated December 21, 1998 filed as Exhibit
(g)(3) to the Registration Statement of Eaton Vance
Municipals Trust (File Nos. 33-572, 811-4409) (Accession No.
0000950156-99-000050) and incorporated herein by reference.
(k) Not applicable.
(1) Not applicable.
(m) Not applicable.
(n) Not applicable.
(o) Not applicable.
(p) Investment representation letter of Boston Management and
Research dated October 25, 1994 filed as Exhibit (p) to
Amendment No. 3 and incorporated herein by reference.
(q) Not applicable.
(r) Code of Ethics filed herewith.
ITEM 25. MARKETING ARRANGEMENTS
Not applicable.
ITEM 26. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Not applicable.
ITEM 27. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL
None.
ITEM 28. NUMBER OF HOLDERS OF SECURITIES
(1) (2)
Number of
Title of Class Record Holders
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Interests As of March 1, 2000
6
C-2
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ITEM 29. INDEMNIFICATION
Article V of the Registrant's Amended and Restated Declaration of Trust
contains indemnification provisions for Trustees and officers. The Trustees and
officers of the Registrant and the personnel of the Registrant's investment
adviser are insured under an errors and omissions liability insurance policy.
The Placement Agent Agreement also provides for reciprocal indemnity of the
placement agent, on the one hand, and the Trustees and officers, on the other.
ITEM 30. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER
Reference is made to: (i) the information set forth under the caption
"Management and Organization" in the Statement of Additional Information; (ii)
the Eaton Vance Corp. 10-K filed under the Securities Exchange Act of 1934 (File
No. 1-8100); and (iii) the Forms ADV of Eaton Vance Management (File No.
801-15930) and Boston Management and Research (File No. 801-43127) filed with
the SEC, all of which are incorporated herein by reference.
ITEM 31. LOCATION OF ACCOUNTS AND RECORDS
All applicable accounts, books and documents required to be maintained by
the Registrant by Section 31(a) of the 1940 Act, as amended, and the Rules
promulgated thereunder are in the possession and custody of the Registrant's
custodian, Investors Bank & Trust Company, 200 Clarendon Street, Boston, MA
02116, with the exception of certain corporate documents and portfolio trading
documents that are in the possession and custody of the Registrant's investment
adviser, Boston Management and Research Management, The Eaton Vance Building,
255 State Street, Boston, MA 02109. The Registrant is informed that all
applicable accounts, books and documents required to be maintained by registered
investment advisers are in the custody and possession of Registrant's investment
adviser.
ITEM 32. MANAGEMENT SERVICES
None.
ITEM 33. UNDERTAKINGS
Not applicable.
C-3
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SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Amendment No. 7 to the Registration Statement on
Form N-2 to be signed on its behalf by the undersigned, thereunto duly
authorized, in Boston, Massachusetts on the 15th of March, 2000.
SENIOR DEBT PORTFOLIO
By: /s/ James B. Hawkes
-----------------------------
James B. Hawkes
President
C-4
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
(r) Code of Ethics
C-5
CODE OF ETHICS
ADOPTED BY THE
EATON VANCE
GROUP OF FUNDS
EFFECTIVE MAY 1, 1981
UPDATED DECEMBER 1, 1984
As amended February 21, 1995
<PAGE>
Each investment company (the "Fund") which is a member of the EV Group of
Funds has adopted this Code of Ethics, pursuant to Rule 17j-1 under the
Investment Company Act of 1940, with respect to certain types of personal
securities transactions by officers and by Directors, Trustees or individual
General Partners (hereinafter collectively called "Directors") of the Fund which
might be deemed to create possible conflicts of interest and to establish
reporting requirements and enforcement procedures with respect to such
transactions.
I. CODE PROVISIONS APPLICABLE ONLY TO AFFILIATED OFFICERS AND DIRECTORS OF THE
FUND.
A. INCORPORATION OF EVM'S CODE OF ETHICS. The provisions of EVM's Statement
of Policy with respect to personal security transactions ("EVM's Code of
Ethics"), which is attached as Appendix A hereto, are hereby incorporated herein
as the Fund's Code of Ethics applicable to officers and Directors of the Fund
who are employees of EVM. A violation of EVM's Code of Ethics by any such
officer or Director shall constitute a violation of the Fund's Code of Ethics.
B. REPORTS. Officers and Directors of the Fund who are employees of EVM
shall file the reports required by EVM's Code of Ethics. Such filings shall be
deemed to be a filing with the Fund under this Code of Ethics, and shall at all
times be available to the Fund.
C. REVIEW. The Director of Research of EVM shall compare the reported
personal securities transactions with completed and contemplated portfolio
transactions of the Fund to determine whether a violation of this Code may have
occurred. Before making any determination that a violation has been committed by
any person, the Director of Research shall give such person an opportunity to
supply additional explanatory material. If the Director of Research determines
that a material violation of this Code has or may have occurred, he shall submit
his written determination, together with the transaction report and any
additional explanatory material provided by the individual, to the President of
EVM, who shall make an independent determination of whether a material violation
has occurred.
D. SANCTIONS. If the President of EVM finds that a material violation has
occurred, he shall report the violation and any sanctions imposed by EVM to the
Directors of the Fund. If a securities transaction of the President of EVM is
under consideration, either the Chairman of EVM or another senior officer of EVM
designated by the Chairman shall act in all respects in the manner prescribed
herein for the President of EVM.
II. CODE PROVISIONS APPLICABLE ONLY TO INDEPENDENT DIRECTORS OF THE FUND.
A. DEFINITIONS.
(1) "Beneficial ownership" shall be interpreted in the same manner as
it would be in determining whether a person is subject to the
provisions of Section 16 of the Securities Exchange Act of 1934
and the rules and regulations thereunder. Application of this
definition is explained in more detail in Appendix B hereto.
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(2) "Control" shall have the same meaning as that set forth in
Section 2(a)(9) of the Investment Company Act of 1940. Generally,
it means that the power to exercise a controlling influence over
the management or policies of a company, unless such power is
solely the result of an official position with such company.
(3) "Independent Director" means a Director, Trustee or individual
General Partner of the Fund who is not an employee of EVM.
(4) "Purchase or sale of a security" includes, among other things,
the writing of an option to purchase or sell a security.
(5) "Security" shall have the same meaning as that set forth in
Section 2(a)(36) of the Investment Company Act of 1940
(generally, all securities) except that it shall not include
securities issued by the Government of the Unites States or an
agency or instrumentality thereof (including all short-term debt
securities which are "government securities" within the meaning
of Section 2(a)(16) of the Investment Company Act of 1940),
bankers' acceptances, bank certificates of deposit, commercial
paper and shares of registered open-end investment companies.
(6) A Security is "being considered for purchase or sale" by the Fund
when a recommendation that the Fund purchase or sell the Security
has been communicated by a member of EVM's Investment Department
to an officer of the Fund.
B. PROHIBITED PURCHASES AND SALES. No Independent Director of the Fund
shall purchase or sell, directly or indirectly, any Security in which he has, or
by reason of such transaction acquires, any direct or indirect beneficial
ownership and which to his actual knowledge at the time of such purchase or
sale:
(1) is being considered for purchase or sale by the Fund; or
(2) is being purchased or sold by the Fund.
C. EXEMPTED TRANSACTIONS. The prohibitions of Section IIB of this Code
shall not apply to:
(1) purchases or sales effected in any account over which the
Independent Director has no direct or indirect influence or
control;
(2) purchase or sales which are non-volitional on the part of the
Independent Director or the Fund;
(3) purchases which are part of an automatic dividend reinvestment
plan;
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(4) purchases effected upon the exercise of rights issued by an
issuer PRO RATA to all holders of a class of its securities, to
the extent such rights were acquired from such issuer, and sales
of such rights so acquired;
(5) purchases or sales other than those exempted in (1) through (4)
above (a) which will not cause the Independent Director to gain
improperly a personal profit as a result of his relationship with
the Fund, or (b) which will only remotely affect the Fund because
the proposed transaction would be unlikely to affect a highly
institutional market, or (c) which, because of the circumstances
of the proposed transaction, are not related economically to the
Securities purchased or sold or to be purchased or sold by the
Fund, and in each case which are previously approved by the
Director of Research of EVM which approval shall be confirmed in
writing.
D. REPORTING. Whether or not one of the exemptions listed in Section IIC
hereof applies, each Independent Director of the Fund shall file with the
Director of Research of EVM a written report containing the information
described below in this Section IID with respect to each transaction in any
Security in which such Independent Director has, or by reason of such
transaction acquires, any direct or indirect beneficial ownership, if such
Independent Director, at the time he entered into that transaction, actually
knew or, in the ordinary course of fulfilling his official duties as a Director
of the Fund should have known, that during the 15-day period immediately
preceding or after the date of that transaction:
(a) such Security was or is to be purchased or sold by the Fund, or
(b) such Security was or is being considered for purchase or sale by
the Fund;
PROVIDED, HOWEVER, that such Independent Director shall not be required to make
a report with respect to any transaction effected for any account over which he
does not have any direct or indirect influence or control. Each such report
shall be deemed to be filed with the Fund for purposes of this Code, and may
contain a statement that the report shall not be construed as an admission by
the Independent Director that he has any direct or indirect beneficial ownership
in the Security to which the report relates.
Such report shall be made not later than 10 days after the end of the
calendar quarter in which the transaction to which the report relates was
effected, and shall contain the following information:
(i) The date of the transaction, the title and the number of shares,
and the principal amount of each Security involved:
(ii) The nature of the transaction (i.e., purchase, sale or any other
type of acquisition or disposition);
(iii) The price at which the transaction was effected; and
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<PAGE>
(iv) The name of the broker, dealer or bank with or through who the
transaction was effected.
Any report concerning a purchase or sale prohibited under Section IIB hereof
with respect to which the Independent Director relies upon one of the exemptions
provided in Section IIC shall contain a brief statement of the exemption relied
upon and the circumstances of the transaction.
E. REVIEW. The Director of Research of EVM shall compare the reported
personal securities transactions with completed and contemplated portfolio
transactions of the Fund to determine whether any transaction ("Reviewable
Transaction") of the type listed in Section IIB (without regard to exemptions
provided by Section IIC(1) through (5)) may have occurred. If the Director of
Research determines that a Reviewable Transaction may have occurred, he shall
submit the pertinent information regarding the transaction to counsel for the
Fund. Such counsel shall determine whether a material violation of this Code has
occurred, taking into account all the exemptions provided under Section IIC.
Before making any determination that a violation has occurred, such counsel
shall give the person involved an opportunity to supply additional information
regarding the transaction in question.
F. SANCTIONS. If such counsel determines that a material violation of this
Code has occurred, such counsel shall so advise the Chairman or the President of
the Fund and an ad hoc committee consisting of the Independent Directors of the
Fund, other than the person whose transaction is under consideration, and such
counsel shall provide the committee with a report of the matter, including any
additional information supplied by such person. The committee may impose such
sanctions as it deems appropriate.
III. MISCELLANEOUS CODE PROVISIONS.
A. AMENDMENT OR REVISION OF EVM'S CODE OF ETHICS. Any amendment or revision
of EVM's Code of Ethics shall be deemed to be an amendment or revision of
Section IA of this Code, and such amendment or revision shall be promptly
furnished to the Independent Directors of the Fund.
B. RECORDS. The Fund shall maintain records in the manner and to the extent
set forth below, which records may be maintained on microfilm under the
conditions described in Rule 31a-2(f)(1) under the Investment Company Act of
1940 and shall be available for examination by representatives of the Securities
and Exchange Commission:
(1) A copy of this Code and any other code which is, or at any time
within the past five years has been, in effect shall be preserved
in an easily accessible place;
(2) A record of any violation of this Code and of any action taken as
a result of such violation shall be preserved in an easily
accessible place for a period of not less than five years
following the end of the fiscal year in which the violation
occurs;
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<PAGE>
(3) A copy of each report made by an officer or Director pursuant to
this Code shall be preserved for a period of not less than five
years from the end of the fiscal year in which it is made, the
first two years in an easily accessible place; and
(4) A list of all persons who are, or within the past five years have
been, required to make reports pursuant to this Code shall be
maintained in an easily accessible place.
C. CONFIDENTIALITY. All reports of securities transactions and any other
information filed with the Fund or furnished to any person pursuant to this Code
shall be treated as confidential, but are subject to review as provided herein
and by representatives of the Securities and Exchange Commission.
D. INTERPRETATION OF PROVISIONS. The Directors of the Fund may from time to
time adopt such interpretations of this Code as they deem appropriate.
E. EFFECT OF VIOLATION OF THIS CODE. In adopting Rule 17j-1 the Securities
and Exchange Commission specifically noted in Investment Company Act Release No.
IC-11421 that a violation of any provision of a particular code of ethics, such
as this Code, would not be considered a PER SE unlawful act prohibited by the
general anti-fraud provisions of the Rule. As stated in the Release:
"....the Commission believes that such a violation should
and would be considered, with all the surrounding facts and
circumstances, merely as one piece of evidence in
determining whether, in addition to a violation of the code
of ethics, a violation of the anti-fraud provisions of the
Rule also has occurred."
In adopting this Code of Ethics, it is not intended that a violation of this
Code is or should be considered to be a violation of Rule 17j-1.
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<PAGE>
Appendix A
I.
STATEMENT OF POLICY
WITH RESPECT TO
PERSONAL SECURITIES TRANSACTIONS
DATED: April 1, 1996
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PAGE
<S> <C>
A. Statement of General Principles.......................................................................1
B. Applicability of Restrictions and Procedures..........................................................1
C. Substantive Restrictions on Personal Investing Activities.............................................2
1. Initial Public Offerings and Secondary Public Distributions..................................2
2. Private Placements...........................................................................2
3. Blackout Periods.............................................................................3
4. Securities Recommended by a Member of the Investment Department..............................3
5. Securities of Broker-Dealers and Investment Bankers..........................................3
6. Short Sales and Options......................................................................3
7. Short-Term Trading Profits...................................................................3
8. Margin Accounts..............................................................................3
9. Transactions of Certain Affiliated Persons...................................................3
10. Gifts........................................................................................4
11. Service As a Director........................................................................4
D. Compliance Procedures.................................................................................4
1. Preclearance.................................................................................4
2. Records of Securities Transactions...........................................................4
3. Filing of Broker/Dealer Reports..............................................................5
4. Disclosure of Personal Holdings..............................................................5
5. Post-Trade Monitoring........................................................................5
6. Certification of Compliance with Statement of Policy.........................................5
7. Review by the Board of Directors.............................................................5
8. Confidentiality..............................................................................5
E. Additional Disclosure.................................................................................5
F. Sanctions.............................................................................................6
Attachment A - Accounts in Which You Have a Direct or Indirect Beneficial Ownership Interest
</TABLE>
<PAGE>
STATEMENT OF POLICY WITH RESPECT TO PERSONAL SECURITIES TRANSACTIONS
A. STATEMENT OF GENERAL PRINCIPLES
The investment managers of the Eaton Vance Funds and counsel accounts are
encouraged to invest personally, as we believe this can make them better
managers. However, they have the duty at all times to place the interests of
Fund shareholders and any other client first, and they may not in any respect
take advantage of client transactions. It is essential that we avoid not only
actual but also any appearance of conflicts of interest and any abuse of an
individual's position of trust and responsibility. No Statement of Policy can
cover every possible circumstance, and an individual's conduct must depend
ultimately upon his sense of fiduciary obligation to our Funds and our counsel
clients.
This Statement of Policy, which supersedes our prior one which was in
effect for a number of years, is prompted by the recommendations in the Report
of the Advisory Group on Personal Investing issued by the Investment Company
Institute in May 1994 ("the ICI Report") and in the SEC Staff Report on Personal
Investing by Investment Company Personnel issued in September 1994 ("the SEC
Report"). The SEC Report endorsed the ICI Report and stated that the staff
expects "all funds to adopt the [Advisory Group] Report's recommendations, in
whole or in substantial part, absent special circumstances."
We believe this Statement of Policy meets the SEC staff's expectations and
is appropriate and desirable for Eaton Vance Management and Boston Management
and Research.
B. APPLICABILITY OF RESTRICTIONS AND PROCEDURES
This section defines what groups of officers and employees in the Eaton
Vance complex are specifically covered by the restrictions and procedures of
this Statement of Policy. This section also defines the accounts covered by this
Statement in addition to the direct personal accounts of such covered persons.
All employees, however, must get pre-approval for the two types of transactions
described in the second paragraph of Section D.1. below.
Rule 17j-1 under the Investment Company Act creates the definition of
"access person"* in order to define those who must make reports of personal
securities transactions under that Rule. We use the term herein to mean the
persons subject to all the restrictions of this Statement of Policy.
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*ACCESS PERSON
Using the Investment Company Act definition, an ACCESS PERSON for the Funds
under our Statement of Policy is any officer of EVM or BMR; any employee of EVM
or BMR or EVC who, in connection with his regular functions or duties,
participates in or obtains information regarding the purchase or sale of a
security by a registered investment company, or whose functions relate to the
making of any recommendations with respect to such purchases or sales; any
officer of EVD who in the ordinary course of his business makes, participates in
or obtains information regarding the purchase or sale of securities for the
registered investment company for which EVD acts; and any natural person in a
control relationship to the registered investment company, EVM, BMR or EVD who
obtains information concerning recommendations made to such company with regard
to the purchase or sale of a security.
<PAGE>
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Rule 204-2 under the Investment Advisers Act defines "advisory
representative."** We use that definition in analyzing a person's relationship
to investment counsel accounts.
For convenience sake, in this Statement of Policy we use the term "access
person" to apply to both access persons to the Funds and advisory
representatives to the counsel accounts.
It should be noted that in the statutory definitions of both "access
person" and "advisory representative" there is a common element, i.e.,
possession of information about the investment activity at the firm, except that
all officers of the investment advisers (EVM and BMR), regardless of their
duties and possibilities of knowledge of investment activity, are embraced by
the terms. Those persons who are NOT officers of EVM or BMR who are NOT involved
in the investment or trading process (such as wholesalers, marketing personnel
and certain administrative personnel) are not subject to our reporting
requirement, though they were in the past.
ACCOUNTS COVERED. This Statement of Policy applies to all accounts in which
the employee has "a direct or indirect beneficial ownership," UNLESS the
employee has no "direct or indirect influence or control" over the account.
"Beneficial ownership" normally would include accounts of a spouse, minor
children and relatives resident in the employee's home, as well as accounts of
another person if by reason of any contract, understanding, relationship,
agreement or other arrangement the employee obtains therefrom benefits
substantially equivalent to those of ownership (see Attachment A hereto). If
questions occur in this area, they should be reviewed with the Compliance
Attorney.
When an employee has a direct or indirect beneficial interest in an account
and may be considered to have a measure of influence or control over an account,
the Compliance Attorney and internal counsel of Eaton Vance Corp., on the basis
of the particular facts and circumstances of the case, may determine that this
Statement of Policy is not applicable to the account in whole or in part.
When an employee has a measure of influence or control over an account, but
not direct or indirect beneficial ownership therein (as for example when the
employee serves as executor or trustee for someone outside his immediate family,
or manages or helps to manage a charitable account), the rules set forth in this
Statement of Policy will not be considered to be directly applicable, but in all
transactions involving any such account the employee will be expected to conform
to the spirit of these rules and specifically avoid any activity that conflicts
or might appear to conflict with the interests of our clients.
C. SUBSTANTIVE RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES
1. INITIAL PUBLIC OFFERINGS AND SECONDARY PUBLIC DISTRIBUTIONS. No access
person shall purchase securities of a publicly-owned corporation that is making
a public or private primary or secondary distribution of its securities, except
in connection with the exercise of rights issued in respect of securities he or
she already owns. There is no objection to purchase at open market prices
(provided, of course, that a client is not buying or selling at the same time),
but the purchase of securities (other than securities of registered open-end
- ------------
**ADVISORY REPRESENTATIVE
Using the Investment Advisers Act definition, an ADVISORY REPRESENTATIVE to
Eaton Vance counsel accounts is any officer of EVM or BMR; any employee of EVM
who makes any recommendation, who participates in the determination of which
recommendation shall be made, or whose functions or duties relate to the
determination of which recommendation shall be made; any employee of EVM who, in
connection with his duties, obtains any information concerning which securities
are being recommended prior to the effective dissemination of such
recommendations or of the information concerning such recommendations; and
persons (and their affiliates) in a control relationship with EVM who obtain
information concerning securities recommendations prior to their effective
dissemination.
<PAGE>
-3-
investment companies) offered at a fixed public price by underwriters or a
selling group is prohibited. The reason for this rule is that it precludes the
appearance that an employee has used our clients' market stature as a means of
obtaining "hot" issues which would otherwise not be offered to him or her. Any
realization of short-term profits may create at least the appearance that an
investment opportunity that should have been available to a fund or counsel
account was diverted to the personal benefit of an individual access person.
2. PRIVATE PLACEMENTS. An access person must obtain express prior approval
of the Investment Compliance Officer (for equity securities) or the Fixed Income
Approval Authority, as appropriate, for any acquisition of securities in a
private placement. Any prior approval should take into account, among other
factors, whether the investment opportunity should be reserved for a fund and
its shareholders or other client, and whether the opportunity is being offered
to an individual by virtue of his or her position with the investment adviser.
Access persons who have been authorized to acquire securities in a private
placement shall disclose that investment when they play a part in any investment
company or other client's subsequent consideration of an investment in the
issuer. In such circumstances the Fund or other client's decision to purchase
securities of the issuer should be subject to review by investment personnel
with no personal interest in the issuer.
3. BLACKOUT PERIODS. No access person shall exercise a securities
transaction on a day during which any fund or counsel account in the Eaton Vance
complex has a pending "buy" or "sell" order in that same security until that
order is executed or withdrawn. No portfolio manager shall buy or sell a
security within seven calendar days before or after a fund or other client whose
account s/he manages trades in that security. In addition, a portfolio manager
must notify the Investment Compliance Officer if s/he has a direct or indirect
beneficial interest in a security which s/he intends to buy or sell for a fund
or client.
If, within seven days of effecting a personal transaction in a security, a
portfolio manager deems it to be in the best interests of a fund or client to
effect a transaction in the securities of the same issuer, the portfolio manager
must obtain the written permission of the Investment Compliance Officer or the
Compliance Attorney prior to executing the fund transaction. The portfolio
manager may be required to disgorge any profit realized from the personal
transaction.
4. SECURITIES RECOMMENDED BY A MEMBER OF THE INVESTMENT DEPARTMENT. Each
access person who is a member of the Investment Department who makes a written
recommendation as to whether a security shall be purchased, sold or held in the
account of a fund or client shall fully apprise the Investment Compliance
Officer of any direct or indirect beneficial ownership interest which he or she
may have in such security.
5. SECURITIES OF BROKER-DEALERS AND INVESTMENT BANKERS. No access person
who is a member of the Investment Department or Trading Department may purchase
any security issued by or have a financial interest in a company which derives
significant income from stock brokerage or investment banking. For example,
purchases of securities of firms such as Merrill Lynch are prohibited, since
that firm derives a significant percentage of its income from brokerage
activities.
6. SHORT SALES AND OPTIONS. Access persons are prohibited from engaging in
short selling or buying, selling or exercising put or call options of securities
held by a fund or other client or being considered for purchase by a fund or
other client. It should be noted, for example, that an exercise of an option or
the covering of a short sale could conflict with current trading for clients.
7. SHORT-TERM TRADING PROFITS. Short-term trading by access persons, i.e.,
profiting in the purchase and sale or sale and purchase of the same (or
equivalent) securities within 60 calendar days, is discouraged. We believe that
excessive short-term trading by access persons may increase the risk of
<PAGE>
-4-
conflicts of interest, may in some cases affect an individual's investment
judgment, and may in some instances divert an individual's attention from the
best interests of our funds and other clients. As all access persons must
preclear their sales as well as purchases, the discouragement can be applied in
every appropriate instance. Where one or both sides of a short-term trade have
not been precleared there is presumably already a violation and the whole matter
should be handled under the Sanctions section, with disgorgement of profits
being only one alternative available to the Investment Compliance Officer and
the Management Committee.
8. MARGIN ACCOUNTS. If an access person maintains a margin account, his or
her securities could be sold involuntarily to cover the margin at a time when
the same security was being traded for a fund or other client. Caution should
therefore be exercised in the use of margin accounts.
9. TRANSACTIONS OF CERTAIN AFFILIATED PERSONS. Pursuant to Section 17 of
the Investment Company Act of 1940 and state blue sky regulations, a fund is
prohibited from purchasing or retaining in its portfolio any securities issued
by an issuer any of whose officers, directors or security holders is an officer
or director of the fund, or is an officer or director of the investment adviser
of the fund, if after the purchase of the securities of such issuer by the fund,
one or more of such persons owns beneficially more than 1/2 of 1% of the shares
or other securities, or both, of such issuer, and such persons owning more than
1/2 of 1% of such shares or other securities together own beneficially more than
5% of such shares or securities, or both. In view of the foregoing, your
attention is directed to the Quarterly Report of Personal Securities
Transactions ("Quarterly Report") and the Annual Report of Securities Holdings,
both of which call for a special report of any such holding. To avoid any
possibility of an inadvertent violation of this provision, holdings exceeding
1/2 of 1% of the shares or other securities of any publicly-owned issuers are
discouraged.
10. GIFTS. Access persons shall not accept gifts of a value in excess of
$100 from any person or entity that does business with or on behalf of an Eaton
Vance Fund or counsel account.
11. SERVICE AS A DIRECTOR. No access person shall serve on the board of
directors of a publicly traded company, absent prior determination by the Chief
Executive Officer that the board service would be consistent with the interests
of the fund and its shareholders which may have an investment in such public
company. In the relatively small number of instances in which board service may
be authorized, access persons serving as directors should be isolated from those
making investment decisions through "Chinese Wall" or other procedures.
D. COMPLIANCE PROCEDURES
1. PRECLEARANCE. All a persons must receive preclearance for personal
securities transactions from the Investment Compliance Officer (for equity
securities) or from the Fixed Income Approval Authority, as appropriate. The
period for which the preclearance remains valid shall be set at the time of
preclearance and will typically expire at the close of business the following
day. No prior clearance need be sought for BONA fide gifts, for transactions
that are non-volitional on the part of the access person (e.g., automatic
dividend reinvestments), or for transactions, such as the tender of shares
pursuant to a tender offer, which constitute an exercise of rights offered by an
issuer PRO RATA to all holders of a class of securities. In addition, no
clearance need be sought for a transaction in a type of security that does not
have to be reported under "Records of Securities Transactions" below. If there
is any question as to whether a particular transaction requires preclearance,
consult with the Compliance Attorney or the Investment Compliance Officer.
<PAGE>
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ALL EMPLOYEES need clearance from the Treasurer of Eaton Vance Corp. prior
to acquiring or disposing of securities issued by EVC. In addition, ALL
EMPLOYEES need clearance from the Investment Compliance Officer prior to
acquiring or disposing of shares in publicly-traded, closed-end investment
companies advised by EVM or BMR.
2. RECORDS OF SECURITIES TRANSACTIONS. Each access person must file with
the Compliance Assistant a Quarterly Report disclosing all transactions in
securities during the prior quarter in accounts covered by this Statement of
Policy (see "Accounts Covered"). Transactions encompass sales, purchases and
other acquisitions or dispositions including gifts and exercise of conversion
rights or subscription rights. The Quarterly Report is due eight days after the
end of each calendar quarter. The Quarterly Report must be filed even if there
were no reportable transactions during the prior quarter, in which case the
access person should state on the report form that there were no such
transactions. No transactions need be reported in (i) direct obligations of the
United States government, (ii) commercial paper maturing in under one year, or
(iii) transactions in shares of any investment company other than
publicly-traded closed-end investment companies. In addition, transactions such
as stock splits and automatic dividend reinvestments need not be reported.
The Quarterly Report is designed to comply with the requirements of the SEC
under the Investment Company Act of 1940 and the Investment Advisers Act of
1940. The reports are available for inspection by the SEC at any time, and are
part of the review by members of the SEC staff in their inspections.
It should be noted that the Quarterly Report required by this Statement of
Policy is separate and distinct from, and not in lieu of, any responsibilities
to make prompt filings of reports with the SEC (and with the Boston Stock
Exchange or NASD in connection with Eaton Vance Corp. non-voting common stock)
or with respect to acquisitions and dispositions of securities (including
options) issued by Eaton Vance Corp. pursuant to Section 16(a) of the Securities
Exchange Act of 1934.
3. FILING OF BROKER/DEALER REPORTS. Each access person shall cause all his
or her brokerage firms or bank custodians to send, as soon as they are prepared,
copies of all confirmations of securities transactions and all monthly,
quarterly and annual statements of his or her accounts to the Compliance
Assistant.
4. DISCLOSURE OF PERSONAL HOLDINGS. All access persons shall submit to the
Compliance Assistant a current statement of securities holdings at the time of
initial employment, or upon becoming an access person, and annually thereafter
on or before January 20 of each year. Disclosure can be limited to the name of
the security and, in the case of equities, whether the number of shares was more
or less than 1,000, and in the case of fixed income securities, whether the
value of the securities was more or less dm $100,000. This statement need not
include holdings in a type of security which does not have to be reported under
"Records of Securities Transactions" above.
5. POST-TRADE MONITORING. The quarterly reporting requirement, the receipt
of brokerage confirmations and account statements and the submission of
statements of securities holdings at the time of employment and annually
thereafter should adequately provide for post-trade monitoring by the Investment
Compliance Officer. In addition, employees shall submit to the Investment
Compliance Officer such additional information as he or she may reasonably
request in carrying out the provisions and the spirit of this Statement of
Policy.
6. CERTIFICATION OF COMPLIANCE WITH STATEMENT OF POLICY. All employees
shall certify annually that they have read the Statement of Policy, that they
understand it, and that they have complied with its requirements.
<PAGE>
-6-
7. REVIEW BY THE BOARD OF DIRECTORS. EVM and BMR shall prepare an annual
report to the Trustees/Directors/Director Managing Partners of the Funds which:
o summarizes existing procedures concerning personal investing and any
changes in the procedures made during the past year;
o identifies any material violations of the Statement of Policy during
the past year; and
o identifies any recommended changes in existing restrictions or
procedures based upon the investment company's experience under its
code of ethics, evolving industry practices, or developments in
applicable laws or regulations.
The Trustees shall review any violations of the Statement of Policy as
identified in the report and any recommended changes in existing restrictions
and procedures. They should then take such action, if any, as they may deem
appropriate.
8. CONFIDENTIALITY. All reports of securities transactions, reports of
holdings, and any other information filed pursuant to this Statement of Policy
shall be treated as confidential. Absent reasonable cause for investigating a
potential violation of this Statement of Policy, access to records submitted
pursuant hereto shall be restricted to the Compliance Assistant, the Investment
Compliance Officer, the Compliance Attorney and representatives of the
Securities and Exchange Commission.
E. ADDITIONAL DISCLOSURE
There will be disclosure in the funds' prospectuses or in their statements
of additional information as to whether access persons are permitted to engage
in personal securities transactions and, if so, subject to what general
restrictions and procedures.
F. SANCTIONS
Careful adherence to this Statement of Policy is one of the basic
conditions of employment of every employee. Any employee violating any provision
of this Statement of Policy shall be subject to sanction, including but not
limited to suspension or termination of employment, censure or disgorgement of
profits, on the recommendation of the Investment Compliance Officer or the
Compliance Attorney and the approval of the Management Committee.
EATON VANCE MANAGEMENT
BOSTON MANAGEMENT AND RESEARCH
<PAGE>
Appendix B
ATTACHMENT A
ACCOUNTS IN WHICH YOU HAVE A DIRECT OR
INDIRECT BENEFICIAL OWNERSHIP INTEREST
Quarterly, annual and time of initial employment reporting requirements under
the Eaton Vance Statement of Policy with Respect to Personal Securities
Transactions ("Statement of Policy") apply to all accounts in which the
director, officer or access person (as that term is defined in the Statement of
Policy) has direct or indirect "beneficial ownership," except for those accounts
over which such individual has no direct or indirect influence or control.
What constitutes "beneficial ownership" has been dealt with in a number of SEC
rules and releases and has grown to encompass many diverse situations.
"Beneficial ownership" includes securities held:
(a) by you for your own benefit, whether registered in your own name, or
otherwise;
(b) by others for your benefit (regardless of whether or how registered), such
as securities held for you by custodians, brokers, relatives, executors or
administrators;
(c) for your own account by pledgees;
(d) by a trust in which you have an income or remainder interest. Exceptions:
where your only interest is to receive principal if (1) some other
remainderman dies before distribution or (2) some other person can direct,
by will, distribution of trust property or income to you;
(e) by you as trustee or co-trustee, where either you or members of your
immediate family (i.e., spouse, children and their descendants,
step-children, parents and their ancestors, and step-parents) have an
income or remainder interest in the trust;
(f) by a trust of which you are the settlor, if you have the power to revoke
the trust without obtaining the consent of all the beneficiaries;
(g) by any partnership in which you are a partner;
(h) by a personal holding company controlled by you alone or jointly with
others;
(i) in the name of your spouse unless legally separated;
(j) in the names minor children or in the name of any relative of yours or of
your spouse (including an adult child) who is presently sharing your home.
This applies even if the securities were not received from you and the
dividends are not actually used for the maintenance of your home;
(k) in the name of another person (other than those listed in (i) and (j)
above) if by reason of any contract, understanding, relationship, agreement
or other arrangement, you obtain benefits substantially equivalent to those
of ownership; or
(l) in the name of any person other than yourself, even though you do not
obtain benefits substantially equivalent to those of ownership (as
described in (k) above), if you can vest or revest title in yourself.
