[Federal Register Volume 61, Number 42 (Friday, March 1, 1996)]
[Notices]
[Page 8086]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-4737]



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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 21776; 811-161]


Eaton Vance Securities Trust

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 Securities Trust.

RELEVANT ACT SECTION: Section 8(f).

SUMMARY OF APPLICATION: Applicant requests an order declaring that is 
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, 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 July 12, 1941, applicant 
registered under the Act, and on January 31, 1955 filed a registration 
statement pursuant to section 8(b) of the Act and the Securities Act of 
1933. The registration statement became effective on February 15, 1955, 
and applicant's initial public offering commenced soon thereafter. 
Applicant consists of three series, EV Classic Stock Fund (``Classic 
Stock''), EV Marathon Stock Fund (``Marathon Stock'') and EV 
Traditional Stock Fund (``Traditional Stock'') (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 Stock, 
Marathon Stock and Traditional Stock to a corresponding new series of 
Eaton Vance Special Investment Trust (the ``Trust''). These new series 
are EV Classic Stock Fund, EV Marathon Stock Fund and EV Traditional 
Stock 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\ 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 a Fund in 
complete liquidation and dissolution of applicant. Specifically, in 
exchange for $860,560, $4,029,963 and $95,421,833, respectively of 
assets transferred to New Classic Stock, New Marathon Stock and New 
Traditional Stock, the Trust, on behalf of each Successor Fund, issued 
73,138, 350,279 and 7,296,249 shares. 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. 96-4737 Filed 2-29-96; 8:45 am]
BILLING CODE 8010-01-M