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August 11, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Rule 24f-2 Notice for
Eaton Vance Total Return Trust
1933 Act File No. 2-74378
1940 Act File no. 811-3283
In accordance with the provisions of Rule 24f-2 under the Investment
Company Act of 1940, Eaton Vance Total Return Trust (the "Trust") hereby files
its Rule 24f-2 Notice.
(i) This Rule 24f-2 Notice is being filed for the period from January
1, 1995 to July 31, 1995 ("Fiscal Period"). It is the intent of the Trust to
cease operations effective July 31, 1995, therefore this Notice serves to
terminate the Trust's election under Rule 24f-2.
(ii) No shares of the Trust 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) 10,723,282 shares of the Trust were registered during the Fiscal
Period pursuant to Rule 24e-2.
(iv) 1,676,902 shares of the Trust were sold during the Fiscal Period.
(v) 1,676,902 shares of the Trust were sold during the Fiscal Period
in reliance upon the Declaration of the Trust 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 Trust.
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 of Page 2
Eaton Vance Total Return Trust
1933 Act File No. 2-74378
1940 Act File no. 811-3283
Aggregate Sale Price for Shares $ 13,708,737.00
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 $ 66,770,059.00
and
(2) Aggregate Redemption Price of
Redeemed Shares Previously
Applied by the Trust Pursuant to
Rule 24e-2(a) in Filings Made
Pursuant to Section 24(e)(1) of
Investment Company Act of 1940 $ 83,427,134.00
----------------
Equals $(136,488,456.00)*
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Any questions regarding the matter should be addressed to Julia Clarke,
Eaton Vance Management, 24 Federal Street, Boston, Massachusetts 02110.
Sincerely,
Eaton Vance Total Return Trust
/S/ William J. Austin, Jr.
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William J. Austin, Jr.
Assistant Treasurer
*The redemption credits to which the registrant is entitled, are being assumed
by Eaton Vance Special Investment Trust (File Nos: 2-27962 and 811-1545) and
will be reflected in the next Rule 24f-2 Notice of such Trust.
Enclosures (Opinion of Counsel)
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OPINION OF COUNSEL
August 11, 1995
Eaton Vance Management
24 Federal Street
Boston, MA 02110
RE: Rule 24f-2 Notice of
Eaton Vance Total Return Trust
1933 Act File No. 2-74378
1940 Act File no. 811-3283
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, 1,676,902 shares of the Trust sold in reliance
upon said Rule 24f-2 during the period from January 1, 1995 to July 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.
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H. Day Brigham, Jr.
Vice President and
Chairman of the Executive
Committee
Member of Massachusetts
and New York Bars
