May 22, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Rule 24f-2 Notice for Series of
Eaton Vance Mutual Funds Trust
with March 31 Fiscal Year Ends
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 on behalf of its series with March 31 fiscal year ends.
This Rule 24f-2 Notice is being filed for series of the Trust whose fiscal
period ended ended March 31, 1996 ("Fiscal Period"). The series for which this
Rule 24f-2 Notice is being filed were reorganized as series of the Trust
effective July 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 August 1, 1995 through March 31, 1996.
No shares of the Trust's series 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's series were registered during the Fiscal Period
pursuant to Rule 24e-2.
14,599,516 shares of the Trust's series, with an aggregate sales price of
$105,160,508, 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.
1,386,235 shares of the Trust's series, with an aggregate sales price of
$9,885,441, were issued during the Fiscal Period in connection with the Trust's
dividend reinvestment plan.
For the Fiscal Period, the Trust's series sold an aggregate of 15,985,751
shares, including those issued pursuant to its dividend reinvestment plan, with
an aggregate sales price of $115,045,949.
In accordance with subsection (c) of Rule 24f-2, $10,185.76 has been wired
to the SEC account at Mellon Bank, which represents the registration fee. Such
fee is based upon the actual aggregate sale price for which such securities
were sold during the Fiscal Period, including dividend reinvestments, reduced
by the actual aggregate redemption price of the shares redeemed by the Trust's
series during the Fiscal Period.
<PAGE>
Rule 24f-2 Notice for Series of Page 2
Eaton Vance Mutual Funds Trust
with March 31 Fiscal Year Ends
1933 Act File No. 2-90946
1940 Act File no. 811-4015
Aggregate Sale Price for Shares
Sold During Fiscal Period Pursuant to
Rule 24f-2 $105,160,508
Aggregate Price of Shares Issued
During Fiscal Period In Connection
with Dividend Reinvestment Plans 9,885,441
Aggregate Price of Shares Sold $115,045,949
Reduced by the Difference Between
(1) Aggregate Redemption Price of
Shares Redeemed During the
Fiscal Period 85,507,239
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 $ 29,538,710
Any questions regarding the matter should by addressed to Jim Thebado, Eaton
Vance Management, 24 Federal Street, Boston, Massachusetts 02110.
Sincerely,
Barbara E. Campbell
Assistant Treasurer
<PAGE>
May 22, 1996
OPINION OF COUNSEL
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Rule 24f-2 Notice for Series of
Eaton Vance Mutual Funds Trust
with March 31 Fiscal Year Ends
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 15,985,751 shares, including
those pursuant to its dividend reinvestment plan, in reliance upon said Rule
24f-2 during the fiscal period from August 1, 1995 through March 31, 1996, it
is the opinion of the undersigned that such shares were legally issued, fully
paid and nonassessable.
Sincerely,
H. Day Brigham, Jr.
Vice President and
Chairman of the Executive Committee
Member of Massachusetts and New York
Bars
