May 15, 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 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
year ended March 31, 1997 ("Fiscal Year").
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 Year.
No shares of the Trust's series were registered during the Fiscal Year
pursuant to Rule 24e-2.
25,856,171 shares of the Trust's series, with an aggregate sales price of
$189,932,637, 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.
2,178,956 shares of the Trust's series, with an aggregate sales price of
$15,832,637, were issued during the Fiscal Year in connection with the Trust's
dividend reinvestment plan.
For the Fiscal Year, the Trust's series redeemed an aggregate of 14,292,383
shares, including those issued pursuant to its dividend reinvestment plan, with
an aggregate redemption price of $104,422,650.
In accordance with subsection (c) of Rule 24f-2, $30,709.89 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 Year, including dividend reinvestments, reduced by
the actual aggregate redemption price of the shares redeemed by the Trust's
series during the Fiscal Year.
<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 Year Pursuant to
Rule 24f-2 $189,932,637
Aggregate Price of Shares Issued
During Fiscal Year In Connection
with Dividend Reinvestment Plans 15,832,637
Aggregate Price of Shares Sold $205,765,274
Reduced by the Difference Between
(1) Aggregate Redemption Price of
Shares Redeemed During the
Fiscal Period 104,422,650
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 $101,342,624
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 15, 1997
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:
By filing 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 28,035,127 shares sold, including those sold
pursuant to its dividend reinvestment plan, in reliance upon said Rule 24f-2
during the fiscal year ended March 31, 1997.
It is the opinion of the undersigned that such shares were legally issued,
fully paid and nonassessable.
Sincerely,
Eric G. Woodbury,
Vice President
Member of Massachusetts Bar
