EV MARATHON GOLD & NATURAL RESOURCES FUND
24 Federal Street
Boston, MA 02110
September 15, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Rule 24f-2 Notice for
EV Marathon Gold & Natural Resources Fund
1933 Act File No. 33-16355
1940 Act File no. 811-5272
In accordance with the provisions of Rule 24f-2 under the Investment
Company Act of 1940, EV Marathon Gold & Natural Resources Fund (the "Fund")
hereby files its Rule 24f-2 Notice.
(i) This Rule 24f-2 Notice is being filed for the period from October 1,
1994 to August 31, 1995 ("Fiscal Period"). It is the intent of the Fund to cease
operations effective August 31, 1995, therefore this Notice serves to terminate
the Fund's election under Rule 24f-2.
(ii) No shares of the Fund 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 Fund were registered during the Fiscal Period
pursuant to Rule 24e-2.
(iv) 345,018 shares of the Fund were sold during the Fiscal Period.
(v) 345,018 shares of the Fund were sold during the Fiscal Period in
reliance upon the Declaration of the Fund 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 Fund.
In accordance with subsection (c) of Rule 24f-2, $266.21 has been wired per
instructions, 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, reduced by the actual aggregate redemption price of the shares
redeemed by the Fund during the fiscal year.
<PAGE>
Rule 24f-2 Notice of Page 2
EV Marathon Gold & Natural Resources Fund
1933 Act File No. 33-16355
1940 Act File no. 811-5272
Aggregate Sale Price for Shares $ 5,064,821.00
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 $ 4,292,802.00
and
(2) Aggregate Redemption Price of
Redeemed Shares Previously
Applied by the Fund Pursuant to
Rule 24e-2(a) in Filings Made
Pursuant to Section 24(e)(1) of
Investment Company Act of 1940 $ 0.00
-----------------
Equals $ 772,019.00 *
=================
Any questions regarding the matter should be addressed to Julia Clarke,
Eaton Vance Management, 24 Federal Street, Boston, Massachusetts 02110.
Sincerely,
EV Marathon Gold &
Natural Resources Fund
/s/William J. Austin, Jr.
William J. Austin, Jr.
Assistant Treasurer
* The redemption credits to which the registrant is entitled, are being
assumed by Eaton Vance Growth Trust (File Nos: 2-22019 and 811-1241) and
will be reflected in the next Rule 24f-2 Notice of such Trust.
Enclosures (Opinion of Counsel)
<PAGE>
OPINION OF COUNSEL
September 15, 1995
Eaton Vance Management
24 Federal Street
Boston, MA 02110
RE: Rule 24f-2 Notice of
EV Marathon Gold & Natural Resources Fund
1933 Act File No. 33-16355
1940 Act File no. 811-5272
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, 345,018 shares of the Fund sold in reliance
upon said Rule 24f-2 during the period from October 1, 1994 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
