EATON VANCE TAX FREE RESERVES
24 Federal Street
Boston, MA 02110
September 15, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Rule 24f-2 Notice for
Eaton Vance Tax Free Reserves
1933 Act File No. 2-73244
1940 Act File no. 811-3226
In accordance with the provisions of Rule 24f-2 under the Investment
Company Act of 1940, Eaton Vance Tax Free Reserves hereby files its Rule 24f-2
Notice.
(i) This Rule 24f-2 Notice is being filed for the period from January 1,
1995, to August 31, 1995, ("Fiscal Period"). It is the intent of the Fund to
cease operations effective August 31, 1995, therefore this Notice serves to
terminate the Fund's election under Rule 24f-2.
(ii) No shares of the Fund which have been registered under the Securities
Act of 1933 (other than pursuant to Rule 24f-2) remained unsold at the beginning
of the Fiscal Period.
(iii) 31,736,923 shares of the Fund were registered during the Fiscal
Period pursuant to Rule 24e-2.
(iv) 115,031,328 shares of the Fund were sold during the Fiscal Period.
(v) 115,031,328 shares of the Fund were sold during the Fiscal Period in
reliance upon the Declaration of the Fund pursuant to Rule 24f-2 which
registered an indefinite amount of securities. Attached to this Rule 24f-2
Notice, and made part hereof, is an opinion of counsel indicating that the
securities, the registration of which the Notice makes definite in number, were
legally issued, fully paid, and non-assessable by the Fund.
In accordance with subsection (c) of Rule 24f-2, no fee is required since
the excess of sales over redemptions during the Fiscal Period was less than and
was deducted from registrant's balance of definitively registered shares.
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Rule 24f-2 Notice for Page 2
Eaton Vance Tax Free Reserves
1933 Act File No. 2-73244
1940 Act File no. 811-3226
Aggregate Sale Price for Shares $115,031,328
Sold During Fiscal Period Pursuant to
Rule 24f-2.
Reduced by the Difference Between
(1) Aggregate Redemption Price of
Shares Redeemed During the
Fiscal Period $ 91,739,544
and
(2) Aggregate Redemption Price of
Redeemed Shares Previously
Applied by Fund Pursuant to
Rule 24e-2(a) in Filings Made
Pursuant to Section 24(e)(1) of
Investment Company Act of 1940 $ 23,291,784
Equals $ 0
Any questions regarding the matter should be addressed to Hadi C. Mezher,
Eaton Vance Management, 24 Federal Street, Boston, Massachusetts 02110.
Sincerely,
Eaton Vance Tax Free Reserves
/s/ James F. Alban
James F. Alban
Assistant Treasurer
Enclosures (Opinion of Counsel)
<PAGE>
EATON VANCE MANAGEMENT
24 Federal Street
Boston, MA 02110
OPINION OF COUNSEL
September 15, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Rule 24f-2 Notice for
Eaton Vance Tax Free Reserves
1933 Act File No. 2-73244
1940 Act File no. 811-3226
Gentlemen:
In connection with the filing of a Notice pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, making definite the registration
under the Securities Act of 1933, 115,031,328 shares of the Fund sold in
reliance upon said Rule 24f-2 during the Fiscal Period from January 1, 1995, to
August 31, 1995, it is the opinion of the undersigned that such shares were
legally issued, fully paid and nonassessable.
Sincerely,
Eaton Vance Management
/s/ H. Day Brigham, Jr.
H. Day Brigham, Jr.
Vice President and
Chairman of the Executive Committee
Member of Massachusetts and New York
Bars
