EATON VANCE LIQUID ASSETS TRUST
24 Federal Street
Boston, MA 02110
(617) 482-8260
September 15, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Rule 24f-2 Notice for
Eaton Vance Liquid Assets Trust
1933 Act File No. 33-14532
1940 Act File no. 811-5176
In accordance with the provisions of Rule 24f-2 under the Investment
Company Act of 1940, Eaton Vance Liquid Assets 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 August 31, 1995 ("Fiscal Period"). It is the intent of the Trust to
cease operations effective August 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) No shares of the Trust were registered during the Fiscal Period
pursuant to Rule 24e-2.
(iv) 169,205,670 shares of the Trust were sold during the Fiscal Period.
(v) 169,205,670 shares of the Trust were sold during the Fiscal Period in
reliance upon the Declaration of th:e 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 Trust had redemptions which exceeded sales during the Fiscal Period.
<PAGE>
Rule 24f-2 Notice of Page 2
Eaton Vance Liquid Assets Trust
1933 Act File No. 33-14532
1940 Act File no. 811-5176
Aggregate Sale Price for Shares $ 169,205,670
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 $ 236,458,843
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 $ 0
--------------
Equals $ (67,253,173)*
===============
Any questions regarding the matter should be addressed to Nicole Pecci,
Eaton Vance Management, 24 Federal Street, Boston, Massachusetts 02110.
Sincerely,
Eaton Vance Liquid Assets Trust
/s/Douglas C. Miller
Douglas C. Miller
Assistant Treasurer
* The redemption credits to which the registrant is entitled, are being
assumed by Eaton Vance Mutual Funds Trust (File Nos: 2-90946 and 811-4015)
and will be reflected in the next 24f-2 Notice of such Trust.
Enclosures (Opinion of Counsel)
<PAGE>
OPINION OF COUNSEL
September 15, 1995
Securities and Exchange Commissio
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Rule 24f-2 Notice of
Eaton Vance Liquid Assets Trust
1933 Act File No. 33-14532
1940 Act File no. 811-5176
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, 169,205,670 shares of the Trust sold in
reliance upon said Rule 24f-2 during the period from January 1, 1995 to August
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
Management Committee
Member of Massachusetts
and New York Bars
