EATON VANCE MUTUAL FUNDS TRUST
24 Federal Street
Boston, MA 02110
February 23, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Rule 24f-2 Notice for
Eaton Vance Mutual Funds Trust
1933 Act File No. 2-90946
1940 Act File no. 811-4015
In accordance with the provisions of Rule 24f-2 under the Investment
Company Act of 1940, Eaton Vance Mutual Funds Trust, hereby files its Rule 24f-
2 Notice.
This Rule 24f-2 Notice is being filed for the fiscal period ended
December 31, 1995 ("Fiscal Period"). Certain Funds were reorganized as series
of the Trust effective August 31, 1995. The sales, including shares issued
pursuant to dividend reinvestment plans and repurchase of shares for those
series are for the fiscal period from September 1, 1995, through December 31,
1995.
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.
No shares of the Trust were registered during the Fiscal Period,
pursuant to Rule 24e-2.
311,311,375 shares of the Trust, with an aggregate sales price of
$541,104,024, 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.
8,401,999 shares of the Trust, with an aggregate sales price of
$25,227,720, were issued during the Fiscal Period in connection with the
Trust's dividend reinvestment plan.
For the Fiscal Period, the Trust sold an aggregate of 319,713,374
shares, including those issued pursuant to its dividend reinvestment plan, with
an aggregate sales price of $566,331,744.
In accordance with subsection (c) of Rule 24f-2, no fee is required
since the excess of sales, including dividend reinvestments, over redemptions
during the Fiscal Period were less than and were deducted from registrant's
balance of definitively registered shares.
<PAGE>
Rule 24f-2 Notice for Page 2
Eaton Vance Mutual Funds Trust
1933 Act File No. 2-90946
1940 Act File no. 811-4015
Aggregate Sale Price for Shares $541,104,024
Sold During Fiscal Period Pursuant to
Rule 24f-2.
Aggregate Price of Shares Issued
During Fiscal Period In Connection
with Dividend Reinvestment Plans. 25,227,720
Aggregate Price of Shares Sold $566,331,744
Reduced by the Difference Between
(1) Aggregate Redemption Price of
Shares Redeemed During the
Fiscal Period. $593,815,195
and
(2) Aggregate Redemption Price of
Redeemed Shares Previously
Applied by Trust Pursuant to
Rule 24e-2(a) in Filings Made
Pursuant to Section 24(e)(1) of
Investment Company Act of 1940 $ 0
Equals $ (27,483,451)*
Any questions regarding the matter should by addressed to Hadi Mezher,
Eaton Vance Management, 24 Federal Street, Boston, Massachusetts 02110.
Sincerely,
Eaton Vance Management
/s/ Douglas C. Miller
Douglas C. Miller
Assistant Treasurer
Enclosures (Opinion of Counsel)
*The Registrant is entitled to assume the redemption credits of Eaton Vance
Investment Fund, Inc.(1933 Act File No. 33-36507) and Eaton Vance High Income
Trust (1933 Act File No. 33-3795). Such credits will be reflected in the Rule
24e-2 filings to be made by Registrant in 1996 and be included in Rule 24f-2
filings made subsequent thereto.
<PAGE>
EATON VANCE MUTUAL FUNDS TRUST
24 Federal Street
Boston, MA 02110
OPINION OF COUNSEL
February 23, 1996
Eaton Vance Management
24 Federal Street
Boston, MA 02110
RE: Rule 24f-2 Notice for
Eaton Vance Mutual Funds Trust
1933 Act File No. 2-90946
1940 Act File no. 811-4015
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, the Trust sold 319,713,374 shares, including
those pursuant to its dividend reinvestment plan, in reliance upon said Rule
24f-2 during the fiscal period ended December 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
