[Federal Register Volume 61, Number 42 (Friday, March 1, 1996)]
[Notices]
[Page 8088]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-4735]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 21778; 811-5272]
EV Marathon Gold & Natural Resources Fund; 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: EV Marathon Gold & Natural Resources Fund.
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 8, 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
and 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, NW., Washington, DC 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 August 7, 1987, 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 October 20, 1987, and
applicant's initial public offering commenced soon thereafter.
2. On June 19, 1995, applicant's board of trustees approved an
Agreement and Plan of Reorganization whereby applicant would transfer
all of its assets and liabilities to a corresponding new series of
Eaton Vance Growth Trust (the ``Trust''). The new series is EV Marathon
Gold and Natural Resources Fund (the ``Successor Fund'').
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\
\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. Applicant filed its preliminary proxy materials on Form N-14
with the SEC on June 28, 1995 and filed definitive copies of its proxy
materials on July 18, 1995. Applicant's shareholders approved the Plan
at a meeting held on August 30, 1995. No shareholder approval was
required by the Declaration of Trust of applicant or the Trust, or by
applicable law.
5. On August 31, 1995, applicant transferred all of its assets and
liabilities to the Successor Fund. Shareholders in the applicant
received shares of beneficial interest of the Successor Fund equal in
value to their shares in applicant in complete liquidation and
dissolution of applicant. Specifically, in exchange for $15,246,776 of
assets transferred to the Fund applicant issued 928,590 shares of
beneficial interest. No brokerage commissions were paid as a result of
the exchange.
5. Applicant assumed all expenses in connection with the
reorganization. Such expenses were 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. 96-4735 Filed 2-29-96; 8:45 am]
BILLING CODE 8010-01-M
