[Federal Register Volume 60, Number 244 (Wednesday, December 20, 1995)]
[Notices]
[Pages 65713-65714]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-30860]



=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Rel. No. IC-21596; 811-4607]


Eaton Vance High Income Trust; Notice of Application

December 13, 1995.
AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of Application for Deregistration under the Investment 
Company Act of 1940 (the ``Act'').

-----------------------------------------------------------------------

APPLICANT: Easton Vance Income Trust.

RELEVANT ACT SECTION: Section 8(f).

SUMMARY OF APPLICATION: Applicant requests an order declaring that it 
has ceased to be an investment company.


[[Page 65714]]

FILING DATE: The application was filed on November 16, 1995 and amended 
on November 24, 1995.

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 January 8, 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, 24 Federal Street, Boston, Massachusetts 02110.

FOR FURTHER INFORMATION CONTACT: Deepak T. Pai, Staff Attorney, at 
(202) 942-0574, or Alison E. Baur, 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 February 28, 1986, applicant 
registered under the Act as an investment company. On March 5, 1986, 
applicant filed a registration statement under the Securities Act of 
1933 registering an indefinite number of shares. The registration 
statement became effective on August 1, 1986, and applicant's initial 
public offering commenced soon thereafter. Applicant consists of two 
series, EV Classic High Income Fund (``Classic High Income'') and EV 
Marathon High Income Fund (``Marathon High Income'') (collectively the 
``Funds''). 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, including a 
majority of Trustees who were not interested persons of applicant, 
approved an Agreement and Plan of Reorganization for each Fund whereby 
applicant would transfer all of the assets and liabilities of Classic 
High Income and Marathon High Income to a corresponding new series of 
Eaton Vance Mutual Funds Trust (the ``Trust''). These new series are EV 
Classic High Income Fund and EV Marathon High Income Fund (together, 
the ``Successor Funds''). In exchange, each Fund would receive shares 
of beneficial interest of each Successor Fund with an aggregate net 
asset value equal to the net asset value of each Fund's assets and 
liabilities transferred. Pursuant to rule 17a-8, applicant's Board of 
Trustees determined that such reorganization would be in the best 
interests of applicant and that the interests of existing shareholders 
of the Funds would not be diluted as a result of the reorganization.\1\ 
No shareholder approval was required by the Declarations 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 
directors, and/or common officers. Applicant and the Trust may be 
deemed to be affiliated persons of each other solely by reason of 
having common trustees and officers, and therefore may rely on the 
rule.
---------------------------------------------------------------------------

    3. 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 a Fund in 
complete liquidation and dissolution of applicant. No brokerage 
commissions were paid as a result of the exchange.
    4. 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.
    5. At the time of the filing of the application, applicant had no 
assets or liabilities, was not a party to any litigation or 
administration proceeding, and had no shareholders. Applicant is 
neither engaged, nor does it propose to engaged, in any business 
activities other than those necessary for the winding-up of its 
affairs.
    6. On July 31, 1995, applicant dissolved as a Massachusetts 
business trust.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. 95-30860 Filed 12-19-95; 8:45 am]
BILLING CODE 8010-01-M