EATON VANCE INVESTMENT FUND, INC.
24 Federal Street
Boston, MA 02110
November 8, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Rule 24f-2 Notice for
Eaton Vance Investment Fund, Inc.
1933 Act File No. 33-36507
1940 Act File no. 811-06157
In accordance with the provisions of Rule 24f-2 under the
Investment Company Act of 1940, Eaton Vance Investment Fund, Inc. hereby files
its Rule 24f-2 Notice.
This Rule 24f-2 Notice is being filed for the fiscal year
ended October 31, 1995 ("Fiscal Year"). It is the intent of the Fund to cease
operations effective October 31, 1995, therefore this Notice serves to terminate
the Fund's election under Rule 24f-2.
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 Year.
13,647,073 shares of the Fund, with an aggregate sales price
of $108,630,701, were registered during the Fiscal Year, pursuant to Rule 24e-2.
587,219 shares of the Fund, with an aggregate sales price of
$4,881,341, were sold during the Fiscal Year 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.
867,130 shares of the Fund, with an aggregate sales price of
$7,134,254, were issued during the Fiscal Year in connection with the Fund's
dividend reinvestment plan.
For the Fiscal Year, the Fund sold an aggregate of 1,454,349
shares, including those issued pursuant to its dividend reinvestment plan, with
an aggregate sales price of $12,015,595.
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
registrant's balance of definitively registered shares.
<PAGE>
Rule 24f-2 Notice for Page 2
Eaton Vance Investment Fund, Inc.
1933 Act File No. 33-36507
1940 Act File no. 811-06157
Aggregate Sale Price for Shares $ 4,881,341
Sold During Fiscal Year Pursuant to
Rule 24f-2.
Aggregate Price of Shares Issued
During Fiscal Year In Connection
with Dividend Reinvestment Plans. 7,134,254
------------
Aggregate Price of Shares Sold $ 12,015,595
Reduced by the Difference Between
(1) Aggregate Redemption Price of
Shares Redeemed During the
Fiscal Year. $ 97,266,549
and
(2) Aggregate Redemption Price of
Redeemed Shares Previously
Applied by Fund Pursuant to
Rule 24e-2(a) in Filings Made
Pursuant to Section 24(e)(1) of
Investment Company Act of 1940 $ 0
------------
Equals $(85,250,954)*
============
Any questions regarding the matter should by addressed to Hadi C.
Mezher, Eaton Vance Management, 24 Federal Street, Boston, Massachusetts 02110.
Sincerely,
Eaton Vance Management
/s/ James F. Alban
James F. Alban
Assistant Treasurer
Enclosures (Opinion of Counsel)
* 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.
<PAGE>
EATON VANCE MANAGEMENT
24 Federal Street
Boston, MA 02110
OPINION OF COUNSEL
November 8, 1995
Eaton Vance Management
24 Federal Street
Boston, MA 02110
RE: Rule 24f-2 Notice for
Eaton Vance Investment Fund, Inc.
1933 Act File No. 33-36507
1940 Act File no. 811-06157
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, 587,219 shares of the Fund sold in reliance
upon said Rule 24f-2 during the fiscal year ended October 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 Executive Committee
Member of Massachusetts and New York
Bars
