EATON VANCE MUTUAL FUNDS TRUST
24 Federal Street
Boston, MA 02110
February 19, 1997
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 December 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 December 31
fiscal year ends.
This Rule 24f-2 Notice is being filed for series of the Trust
whose fiscal year ended December 31, 1996 (Fiscal Year).
57,098,616 shares of the Trusts series, with an aggregate sales
price of $57,098,616 were registered pursuant to Rule 24e-2 and remained
unsold at the beginning of the Fiscal Year.
6,312,148 shares of the Trusts series, with an aggregate sales
price of $27,773,451 were registered during the Fiscal Year, pursuant to
Rule 24e-2.
1,262,778,793 shares of the Trusts series, with an aggregate
sales price of $1,503,446,521, were sold during the Fiscal Year 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.
8,419,415 shares of the Trusts series, with an aggregate sales
price of $23,317,295, were issued during the Fiscal Year in connection
with the Trusts dividend reinvestment plan.
For the Fiscal Year, the Trusts series sold an aggregate of
1,271,198,208 shares, including those issued pursuant to its dividend
reinvestment plan, with an aggregate sales price of $1,526,763,816.
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 Year were less than and were deducted
from registrants balance of definitively registered shares.
Rule 24f-2 Notice for Series of Page 2
Eaton Vance Mutual Funds Trust
with December 31 Fiscal Year Ends
1933 Act File No. 2-90946
1940 Act File no. 811-4015
Aggregate Sale Price for Shares
$1,503,446,521
Sold During Fiscal Year Pursuant
to Rule 24f-2.
Aggregate Price of Shares Issued
During Fiscal Year In Connection
with Dividend Reinvestment Plans.
23,317,295
Aggregate Price of Shares Sold
$1,526,763,816
Reduced by the Difference Between
(1) Aggregate Redemption Price of
Shares Redeemed During the
Fiscal Year.
$1,578,398,514
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
$ (51,634,698)
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/M. Katherine Kreider
M. Katherine Kreider
Assistant Treasurer
Enclosures (Opinion of Counsel)
EATON VANCE MUTUAL FUNDS TRUST
24 Federal Street
Boston, MA 02110
OPINION OF COUNSEL
February 19, 1997
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:
By filing of the captioned Notice pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, the Trust made definite the
registration under the Securities Act of 1933 of 1,271,198,208, shares
sold, including those sold pursuant to its dividend reinvestment plan,
in reliance upon said Rule 24f-2 during the fiscal year ended December
31, 1996.
It is the opinion of the undersigned that such shares were legally
issued, fully paid and nonassessable.
Sincerely,
Eaton Vance Management
/s/Eric G. Woodbury
Eric G. Woodbury
Vice President
Member of Massachusetts Bar
