[Federal Register Volume 61, Number 42 (Friday, March 1, 1996)]
[Notices]
[Pages 8083-8084]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-4736]



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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 21777; 811-6157]


Eaton Vance Investment Fund, Inc.; 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 Investment Fund, Inc.

RELEVANT ACT SECTION: Section 8(f).

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


[[Page 8084]]

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, 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 Maryland business corporation. On August 22, 1990, applicant 
registered under the Act, and on August 23, 1990 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 20, 1990, 
and applicant's initial public offering commenced soon thereafter. 
Applicant consists of two series, EV Classic Strategic Income Fund 
(``Classic Strategic'') and EV Marathon Strategic Income Fund 
(``Marathon Strategic'') (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 whereby applicant would transfer 
all of the assets and liabilities of Classic Strategic and Marathon 
Strategic to a corresponding new series of Eaton Vance Government 
Obligations Trust (now named Eaton Vance Mutual Funds Trust) (the 
``Trust''). These new series are EV Classic Strategic Income Fund and 
EV Marathon Strategic Fund (together, the ``Successor Funds'').
    3. Pursuant to rule 17a-8, which governs mergers of certain 
affiliated investment companies, applicant's board of directors 
determined that such reorganizations would be 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 29, 1995 and filed definitive copies of its proxy 
materials on July 18, 1995. EV Marathon Strategic Income Fund's 
shareholders approved the Plan at a meeting held on August 31, 1995, 
and the sole shareholder of EV Classic Strategic Income Fund approved 
its Plan.
    5. On October 31, 1995, applicant transferred all of its 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. Specifically, in 
exchange for $11,407 and $150,878,362, respectively of assets 
transferred to New Classic Strategic and New Marathon Strategic, the 
Trust, on behalf of each Successor Fund, issued 1,006 and 17,756,597 
shares. No brokerage commissions were paid as a result of the exchange.
    6. 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.
    7. 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. 96-4736 Filed 2-29-96; 8:45 am]
BILLING CODE 8010-01-M