[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