0000940394-20-000416.txt : 20200228 0000940394-20-000416.hdr.sgml : 20200228 20200228124523 ACCESSION NUMBER: 0000940394-20-000416 CONFORMED SUBMISSION TYPE: N-8F PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200228 DATE AS OF CHANGE: 20200228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EATON VANCE PENNSYLVANIA MUNICIPAL INCOME TRUST CENTRAL INDEX KEY: 0001074687 IRS NUMBER: 046880053 FILING VALUES: FORM TYPE: N-8F SEC ACT: 1940 Act SEC FILE NUMBER: 811-09151 FILM NUMBER: 20667770 BUSINESS ADDRESS: STREET 1: TWO INTERNATIONAL PLACE CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617-482-8260 MAIL ADDRESS: STREET 1: TWO INTERNATIONAL PLACE CITY: BOSTON STATE: MA ZIP: 02110 N-8F 1 pan8f.htm EATON VANCE PENNSYLVANIA MUNICIPAL INCOME TRUST DTD 2-28-2020

 

FORM N-8F

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

Application pursuant to Section 8(f) of the Investment Company Act of 1940,

as amended (the “Act”), and Rule 8f-1 thereunder for Order Declaring that

Company Has Ceased to be an Investment Company.

 

 

I.General Identifying Information

 

1.Reason fund is applying to deregister (check only one; for descriptions, see Instruction 1 above):

 

[X]       Merger

 

[ ]       Liquidation

 

[ ]       Abandonment of Registration

(Note: Abandonments of Registration answer only questions 1 through 15, 24 and 25 of this form and complete verification at the end of the form.)

 

[ ]       Election of status as a Business Development Company

(Note: Business Development Companies answer only questions 1 through 10 of this form and complete verification at the end of the form.)

 

2.Name of fund: Eaton Vance Pennsylvania Municipal Income Trust

 

3.Securities and Exchange Commission File No.: 811-09151

    

4.Is this an initial Form N-8F or an amendment to a previously filed Form N-8F?

   

[X] Initial Application [ ] Amendment

 

5.Address of Principal Executive Office (include No. & Street, City, State, Zip Code):

Two International Place, Boston, MA 02110

 

6.Name, address and telephone number of individual the Commission staff should contact with any questions regarding this form:

Jill R. Damon, Esq.

Eaton Vance Management

Two International Place

Boston, MA 02110

(617) 672-6170

 
 

 

7.Name, address and telephone number of individual or entity responsible for maintenance and preservation of fund records in accordance with rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:

 

Eaton Vance Management

Two International Place

Boston, MA 02110

(617) 482-8260

(maintains records as investment adviser and administrator)

 

State Street Bank and Trust Company

One Lincoln Street

Boston, MA 02111

(617) 786-3000

(maintains records as custodian)

 

American Stock Transfer & Trust Company, LLC

6201 15th Avenue, Brooklyn, NY 11219

(866) 439-6787

(maintains records as transfer agent)

 

NOTE:Once deregistered, a fund is still required to maintain and preserve the records described in rules 31a-3 and 31a-2 for the periods specified in those rules.

 

8.Classification of fund (check only one):

  

[X]       Management company;

 

[ ]       Unit investment trust; or

 

[ ]       Face-amount certificate company.

 

9.Subclassification if the fund is a management company (check only one):

     

[ ] Open-end [X] Closed-end

 

10.State law under which the fund was organized or formed (e.g., Delaware, Massachusetts):

Massachusetts

11.Provide the name and address of each investment adviser of the fund (including sub-advisers) during the last five years, even if the fund’s contracts with those advisers have been terminated:

 

Eaton Vance Management

Two International Place

Boston, MA 02110

 
 

 

12.Provide the name and address of each principal underwriter of the fund during the last five years, even if the fund’s contracts with those underwriters have been terminated:

 

Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

 

13.If the fund is a unit investment trust (“UIT”) provide:

     

(a)Depositor’s name(s) and address(es):

  

(b)Trustee’s name(s) and address(es):

    

14.Is there a UIT registered under the Act that served as a vehicle for investment in the fund (e.g., an insurance company separate account)?

 

[ ] Yes   [X] No

 

If Yes, for each UIT state:

Name(s):

File No.: 811-____

Business Address:

 

15.(a)Did the fund obtain approval from the board of directors concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration?

  

[X] Yes [ ] No

 

If Yes, state the date on which the board vote took place: July 23, 2018

 

If No, explain:

 

(b)Did the fund obtain approval from the shareholders concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration?

 

[X] Yes [ ] No

 

If Yes, state the date on which the shareholder vote took place: December 20, 2018

 

If No, explain:

 

II.Distributions to Shareholders

 

16.Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation?

 

[X] Yes [ ] No

 

(a)If Yes, list the date(s) on which the fund made those distributions: January 18, 2019

     

 
 

 

 

(b)Were the distributions made on the basis of net assets?

   

 [X] Yes [ ] No

 

(c)Were the distributions made pro rata based on share ownership?

     

 [X] Yes [ ] No

 

In the merger, Eaton Vance Municipal Income Trust (the “Acquiring Fund”) acquired all of the assets and assumed all of the liabilities of the Fund, and the Fund’s outstanding common shares were effectively exchanged at net asset value (“NAV”) for newly-issued shares of the Acquiring Fund. The merger was effected through the merger of the Fund into a wholly owned merger subsidiary of the Acquiring Fund and the merger of that subsidiary into the Acquiring Fund (Eaton Vance Municipal Income Trust Pennsylvania Merger Subsidiary, LLC; File no. 811-23416).

 

(d)If No to (b) or (c) above, describe the method of distributions to shareholders. For Mergers, provide the exchange ratio(s) used and explain how it was calculated:

 

(e)Liquidations only:

Were any distributions to shareholders made in kind?

 

[ ] Yes   [ ] No

 

If Yes, indicate the percentage of fund shares owned by affiliates, or any other affiliation of shareholders:

 

17.Closed-end funds only:
Has the fund issued senior securities?

 

[ ] Yes    [X] No

 

If Yes, describe the method of calculating payments to senior security holders and distributions to other shareholders:

 

18.Has the fund distributed distributed all of its assets to the fund’s shareholders?

 

[X] Yes [ ] No

 

If No,

 

(a)How many shareholders does the fund have as of the date this form is filed?

 

(b)Describe the relationship of each remaining shareholder to the fund:

    

19.Are there any shareholders who have not yet received distributions in complete liquidation of their interests?

 

[ ] Yes  [X] No

 

 
 

If Yes, describe briefly the plans (if any) for distributing to, or preserving the interests of, those shareholders:

 

III.Assets and Liabilities

 

20.Does the fund have any assets as of the date this form is filed?

(See question 18 above).

 

[ ]  Yes    [X] No

 

If Yes,

 

(a)Describe the type and amount of each asset retained by the fund as of the date this form is filed:

 

(b)Why has the fund retained the remaining assets?

    

(c)Will the remaining assets be invested in securities?

     

 [ ]  Yes  [ ] No

 

21.Does the fund have any outstanding debts (other than face-amount certificates if the fund is a face-amount certificate company) or any other liabilities?

 

[ ]  Yes   [X] No

 

If Yes,

 

(a)Describe the type and amount of each debt or other liability;

      

(b)How does the fund intend to pay these outstanding debts or other liabilities?

    

IV.Information About Event(s) Leading to Request for Deregistration

 

22.(a)List the expenses incurred in connection with the Merger or Liquidation:

 

(i)Legal expenses: Approximately $20,444

 

(ii)Accounting expenses: Approximately $1,167 (audit fees)

 

(iii)Other expenses (list and identify separately):

 

Approximately $13,035 (including printing, postage, press release and exchange expenses)

 

Approximately $13,677 (solicitation)

 

(iv)Total expenses (sum of lines (i)-(iii) above): Approximately $48,323

 

 
 
(b)How were those expenses allocated? The expenses were allocated to and paid by the Fund. These expenses relate to the mergers of the Fund into the merger subsidiary and the merger subsidiary into the Acquiring Fund.

 

(c)Who paid those expenses? See above.

 

(d)How did the fund pay for unamortized expenses (if any)? N/A.

 

23.Has the fund previously filed an application for an order of the Commission regarding the Merger or Liquidation?

 

[ ] Yes   [X] No

 

If Yes, cite the release numbers of the Commission’s notice and order or, if no notice or order has been issued, the file number and date the application was filed:

 

V.Conclusion of Fund Business

      

24.Is the fund a party to any litigation or administrative proceeding?

  

[ ] Yes   [X] No

 

If Yes, describe the nature of any litigation or proceeding and the position taken by the fund in this litigation:

 

25.Is the fund now engaged, or intending to engage, in any business activities other than those necessary for winding up its affairs?

 

[ ] Yes   [X] No

 

If Yes, describe the nature and extent of those activities:

 

VI.Mergers Only

 

26.(a)State the name of the fund surviving the Merger: Eaton Vance Municipal Income Trust

 

(b)State the Investment Company Act file number of the fund surviving the Merger:

811-09141

 

(c)If the merger or reorganization agreement has been filed with the Commission, state the file number(s), form type used and the date the agreement was filed: File No. 333-227660, filed as a POS EX on Form N-14 on February 28, 2019.

 

(d)If the merger or reorganization agreement has not been filed with the Commission, provide a copy of the agreement as an exhibit to this form.

 

 
 

VERIFICATION

 

The undersigned states that (i) she has executed this Form N-8F application for an order under Section 8(f) of the Investment Company Act of 1940 on behalf of Eaton Vance Pennsylvania Municipal Income Trust, (ii) she is the Secretary of Eaton Vance Pennsylvania Municipal Income Trust, and (iii) all actions by shareholders, directors, and any other body necessary to authorize the undersigned to execute and file this Form N-8F application have been taken. The undersigned states that the facts set forth in this Form N-8F application are true to the best of her knowledge, information and belief.

 

/s/ Maureen A. Gemma

Maureen A. Gemma

Secretary

 

February 28, 2020