K&L GATES
Kirkpatrick & Lockhart Preston Gates Ellis LLP
1601 K Street NW
Washington, DC 20006-1600
T 202.778.9000
www.klgates.com
Francine J. Rosenberger
202.778.9187
Fax: 202.778.9100
francine.rosenberger@klgates.com
August 17, 2007
VIA EDGAR
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
Eaton Vance Mutual Funds Trust
Registration Statement on Form N-14
On behalf of Eaton Vance Mutual Funds Trust (the “Trust”), transmitted herewith for filing is a registration statement for the Trust on Form N-14 (the “Registration Statement”). The Registration Statement registers the Eaton Vance Floating-Rate Advantage Fund, a new open-end series of the Trust (“New Fund”) and serves as a proxy statement for the Eaton Vance Advisers Senior Floating-Rate Fund, Eaton Vance Institutional Senior Floating-Rate Fund, Eaton Vance Prime Rate Reserves and EV Classic Senior Floating-Rate Fund, each a registered closed-end fund operating as an interval fund (collectively, the “Current Funds”). Shareholders will be asked to consider two proposals (1) the reorganization of the Current Funds into corresponding classes of the New Fund and (2) the change in registration of the Senior Debt Portfolio, a master portfolio to the Current Funds and New Fund, from a closed-end management investment company to an open-end, management investment company. The New Fund will operate under a master-feeder structure whereby it will invest all of its assets in the master portfolio.
Pursuant to Rule 488 under the Securities Act of 1933, as amended, this Registration Statement will become effective on the 30th day after filing. This transmission contains a conformed signature page for the Trust and the master portfolio. The manually signed originals of these documents are maintained at the offices of the Trust. If you have any questions or comments regarding the foregoing, please contact me at (202) 778-9187.
Sincerely,
/s/ Francine J. Rosenberger
Francine J. Rosenberger
cc:
Maureen A. Gemma
Vice President, Eaton Vance Management