[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