[Federal Register Volume 61, Number 42 (Friday, March 1, 1996)]
[Notices]
[Pages 8087-8088]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-4734]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 21779; 811-3283]
Eaton Vance Total Return Trust; Notice of Application
February 23, 1996.
AGENCY: Securities and Exchange Commission (``SEC'').
ACTION: Notice of Application for Deregistration under the Investment
Company Act of 1940 (the ``Act'').
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APPLICANT: Eaton Vance Total Return Trust.
RELEVANT ACT SECTION: Section 8(f).
SUMMARY OF APPLICATION: Applicant requests an order declaring that it
has ceased to be an investment company.
FILING DATE: The application was filed on February 08, 1996.
HEARING OR NOTIFICATION OF HEARING: An order granting the application
will be issued unless the SEC orders a hearing. Interested persons may
request a hearing by writing to the SEC's Secretary and serving
applicant with a copy of the request, personally or by mail. Hearing
requests should be received by the SEC by 5:30 p.m. on March 19, 1996
an should be accompanied by proof of service on applicant, in the form
of an affidavit or, for lawyers, a certificate of service. Hearing
requests should state the nature of the writer's interest, the reason
for the request, and the issues contested. Persons may request
notification of a hearing by writing to the SEC's Secretary.
ADDRESSES: Secretary, SEC, 450 5th Street, N.W., Washington, D.C.
20549. Applicant, c/o Eric G. Woodbury, Esq., 24 Federal Street,
Boston, MA 02110.
FOR FURTHER INFORMATION CONTACT: Robert Robertson, Branch Chief, at
(202) 942-0564 (Division of Investment Management, Office of Investment
Company Regulation).
SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained for a fee at the
SEC's Public Reference Branch.
Applicant's Representations
1. Applicant is an open-end management investment company organized
as a Massachusetts business trust. On October 9, 1981, applicant
registered under the Act, and filed a registration statement pursuant
to section 8(b) of the Act and the Securities Act of 1933. The
registration statement became effective on November 13, 1981, and
applicant's initial public offering commenced soon thereafter.
Applicant consists of three series, EV Classic Total Return Fund
(``Classic Total Return''), EV Marathon Investors Fund (``Marathon
Total Return'') and EV Traditional Total Return Fund (``Traditional
Total Return'') (collectively the ``Funds''). Applicant's series are
feeder funds in a master-feeder structure and therefore have no
investment adviser.
2. On June 19, 1995, applicant's board of trustees approved an
Agreement and Plan of Reorganization for each Fund whereby applicant
would transfer all of the assets and liabilities of Classic Total
Return, Marathon Total Return and Traditional Total Return to a
corresponding new series of Eaton Vance Special Investment Trust (the
``Trust''). These new series are EV Classic Total Return Fund, EV
Marathon Total Return Fund and EV Traditional
[[Page 8088]]
Total Return Fund (together, the ``Successor Funds'').
3. Pursuant to rule 17a-8, which governs mergers of certain
affiliated investment companies, applicant's trustees determined that
the reorganization was in the best interests of applicant and the
interests of applicant's existing shareholders would not be diluted.\1\
No shareholder approval was required by the Declaration of Trust of
applicant or the Trust, or by applicable law.
\1\ Although purchases and sales between affiliated persons
generally are prohibited by Section 17(a) of the Act, rule 17a-8
provides an exemption for certain purchases and sales among
investment companies that are affiliated persons of one another
solely by reason of having a common investment adviser, common
trustees, and/or common officers. Applicant and the Trust may be
deemed to be affiliated persons of each other by reason of having
common trustees and officers, and therefore may rely on the rule.
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4. On July 31, 1995, applicant transferred all of the assets and
liabilities of the Funds to their corresponding Successor Funds.
Shareholders in the Funds received shares of beneficial interest of
each Successor Fund equal in value to their shares in the appropriate
Fund in complete liquidation and dissolution of applicant.
Specifically, in exchange for $5,443,056, $29,878,953 and $438,492,388,
respectively of assets transferred to New Classic Total Return, New
Marathon Total Return and New Traditional Total Return, the Trust, on
behalf of each Successor Fund, issued 595,351, 3,299,729 and 52,639,765
shares, respectively, of beneficial interest. No brokerage commissions
were paid as a result of the exchange.
5. Each Fund and each Successor Fund assumed its own expenses in
connection with the reorganization. Such expenses included, but were
not limited to, legal fees, registration fees and printing expenses.
6. At the time of the filing of the application, applicant had no
assets or liabilities and was not a party to any litigation or
administrative proceeding and had no shareholders. Applicant is neither
engaged, nor does it propose to engage, in any business activities
other than those necessary for the winding-up of its affairs.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-4734 Filed 2-29-96; 8:45 am]
BILLING CODE 8010-01-M
