[Federal Register Volume 61, Number 42 (Friday, March 1, 1996)] [Notices] [Page 8083] From the Federal Register Online via the Government Publishing Office [www.gpo.gov] [FR Doc No: 96-4731] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 178; 811-5453] Eaton Vance Equity-Income Trust; Notice of Application February 3, 1996. AGENCY: Securities and Exchange Commission (``SEC''). ACTION: Notice of application for deregistration under the Investment Company Act of 1940 (the ``Act''). ----------------------------------------------------------------------- APPLICANT: Eaton Vance Equity-Income Trust. RELEVANT ACT SECTION: Section 8(f). SUMMARY OF APPLICATION: Applicant requests an order declaring that it has ceased to be an investment company. FILING DATE: The application was filed on February 8, 1996. HEARING OR NOTIFICATION OF HEARING: An order granting the application will be issued unless the SEC orders a hearing. Interested persons may request a hearing by writing to the SEC's Secretary and serving applicant with a copy of the request, personally or by mail. Hearing requests should be received by the SEC by 5:30 p.m. on March 19, 1996 and should be accompanied by proof of service on applicant, in the form of an affidavit or, for lawyers, a certificate of service. Hearing requests should state the nature of the writer's interest, the reason for the request, and the issues contested. Persons may request notification of a hearing by writing to the SEC's Secretary. ADDRESSES: Secretary, SEC, 450 5th Street NW., Washington, D.C. 0549. Applicant, c/o Eric G. Woodbury, Esq., 24 Federal Street, Boston, MA 02110. FOR FURTHER INFORMATION CONTACT: Robert Robertson, Branch Chief, at (202) 942-0564 (Division of Investment Management, Office of Investment Company Regulation). SUPPLEMENTARY INFORMATION: The following is a summary of the application. The complete application may be obtained for a fee at the SEC's Public Reference Branch. Applicant's Representations 1. Applicant is an open-end management investment company organized as a Massachusetts business trust. On August 11, 1987, applicant registered under the Act, and filed a registration statement pursuant to section 8(b) of the Act and the Securities Act of 1933. The registration statement became effective on October 20, 1987, and applicant's initial public offering commenced soon thereafter. Applicant is a feeder fund in a master-feeder structure and therefore has no investment adviser. 2. On August 7, 1995, applicant's board of trustees approved an Agreement and Plan of Reorganization whereby applicant would transfer all of its assets and liabilities to EV Marathon Total Return Fund (the ``Fund'') a series of Eaton Vance Special Investment Trust (the ``Trust''). 3. Pursuant to rule 17a-8, which governs mergers of certain affiliated investment companies, applicant's trustees determined that the reorganization was in the best interests of applicant and the interests of applicant's existing shareholders would not be diluted.\1\ No shareholder approval was required by the Declaration of Trust of applicant or the Trust, or by applicable law. \1\ Although purchases and sales between affiliated persons generally are prohibited by Section 17(a) of the Act, rule 17a-8 provides an exemption for certain purchases and sales among investment companies that are affiliated persons of one another solely by reason of having a common investment adviser, common trustees, and/or common officers. Applicant and the Trust may be deemed to be affiliated persons of each other by reason of having common trustees and officers, and therefore may rely on the rule. --------------------------------------------------------------------------- 4. On November 3, 1995, applicant transferred all of its assets and liabilities to the Fund. Shareholders in the applicant received shares of beneficial interest of the Fund equal in value to their shares in applicant in complete liquidation and dissolution of applicant. Specifically, in exchange for $23,814,445 of assets transferred to the Fund applicant issued 2,027,296 shares of beneficial interest. No brokerage commissions were paid as a result of the exchange. 5. Applicant assumed all expenses in connection with the reorganization. Such expenses were approximately $30,644 and included, but were not limited to legal fees and registration fees. 6. At the time of the filing of the application, applicant had no assets or liabilities and was not a party to any litigation or administrative proceeding and had no shareholders. Applicant is neither engaged, nor does it propose to engage, in any business activities other than those necessary for the winding-up of its affairs. For the Commission, by the Division of Investment Management, pursuant to delegated authority. Margaret H. McFarland, Deputy Secretary. [FR Doc. 96-4731 Filed 2-9-96; 8:45 am] BILLING CODE 8010-01-M