[Federal Register Volume 61, Number 42 (Friday, March 1, 1996)]
[Notices]
[Pages 8082-8083]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-4738]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 21774; 811-2534]
Eaton Vance Cash Management 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: Eaton Vance Cash Management 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 October 16, 1974, applicant
registered under the Act, and on the same date filed a registration
statement pursuant to section 8(b) of the Act and the Securities Act of
1933. The registration statement became effective on January 27, 1975,
and applicant's initial public offering commenced soon thereafter.
Applicant is a feeder fund in a master-feeder structure and therefore
has no investment adviser.
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 Government Obligations Trust (now named Eaton Vance Mutual
Funds Trust) (the ``Trust''). The new series is Eaton Vance Cash
Management Fund (the ``Successor Fund'').
3. Pursuant to rule 17a-8, which governs mergers of certain
affiliated investment companies, applicant's board of directors
determined that such reorganization would be in the best interests of
applicant and the interests of applicant's existing shareholders would
not be diluted.\1\ No shareholder
[[Page 8083]]
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 August 31, 1995, applicant transferred all of the assets and
liabilities to the Successor Fund. Shareholders in applicant received
shares of beneficial interest of the Successor Fund equal in value to
their shares in the applicant in complete liquidation and dissolution
of applicant. Specifically, in exchange for $128,833,538 of assets
transferred to the Successor Fund, applicant issued 128,833,538 shares
of beneficial interest. No brokerage commissions were paid as a result
of the exchange.
5. The applicant and the Successor Fund each 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. 96-4738 Filed 2-29-96; 8:45 am]
BILLING CODE 8010-01-M
