[Federal Register Volume 61, Number 42 (Friday, March 1, 1996)]
[Notices]
[Pages 8082-8083]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-4738]



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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 21774; 811-2534]


Eaton Vance Cash Management 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: Eaton Vance Cash Management 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 October 16, 1974, applicant 
registered under the Act, and on the same date filed a registration 
statement pursuant to section 8(b) of the Act and the Securities Act of 
1933. The registration statement became effective on January 27, 1975, 
and applicant's initial public offering commenced soon thereafter. 
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 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 Government Obligations Trust (now named Eaton Vance Mutual 
Funds Trust) (the ``Trust''). The new series is Eaton Vance Cash 
Management Fund (the ``Successor Fund'').
    3. Pursuant to rule 17a-8, which governs mergers of certain 
affiliated investment companies, applicant's board of directors 
determined that such reorganization would be in the best interests of 
applicant and the interests of applicant's existing shareholders would 
not be diluted.\1\ No shareholder 

[[Page 8083]]
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 August 31, 1995, applicant transferred all of the assets and 
liabilities to the Successor Fund. Shareholders in applicant received 
shares of beneficial interest of the Successor Fund equal in value to 
their shares in the applicant in complete liquidation and dissolution 
of applicant. Specifically, in exchange for $128,833,538 of assets 
transferred to the Successor Fund, applicant issued 128,833,538 shares 
of beneficial interest. No brokerage commissions were paid as a result 
of the exchange.
    5. The applicant and the Successor Fund each 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. 96-4738 Filed 2-29-96; 8:45 am]
BILLING CODE 8010-01-M