Eaton Vance Management
Two International Place
Boston, MA 02110
(617) 482-8260
www.eatonvance.com
January 30, 2018
Office of Filings, Information & Consumer Services
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Form N-14 for Eaton Vance Mutual Funds Trust (the “Registrant”)
(1940 Act File No. 811-04015)
Dear Sir or Madam:
On behalf of the above-referenced Registrant, transmitted herewith for filing on behalf of Eaton Vance Tax-Managed Global Small-Cap Fund (which on March 1, 2018 will change its name to Eaton Vance Global Small-Cap Equity Fund)(“Global Small-Cap Equity Fund”), a series of the Registrant, pursuant to (1) the Securities Act of 1933, as amended (the “1933 Act”) and Rule 488 thereunder, (2) the General Instructions to Form N-14, and (3) Regulation S-T, is a registration statement on Form N-14 including the Proxy Statement and Prospectus, Statement of Additional Information, Part C and Exhibits (“Registration Statement”). The Registration Statement transmitted herewith contains a conformed signature page, the manually signed original of which is maintained at the office of the Registrant.
The purpose of the Registration Statement is to register Global Small-Cap Equity Fund shares to be issued in connection with a reorganization by and between Global Small-Cap Equity Fund and Eaton Vance Global Small-Cap Fund (“Global Small-Cap Fund”), a series of Eaton Vance Special Investment Trust. Included in the Registration Statement, therefore, are a notice of shareholder meeting and form of proxy card, which are proposed to be used by Global Small-Cap Fund for a special meeting of its shareholders to be held May 17, 2018.
No filing fee is required pursuant to Rule 429(a) under the 1933 Act and General Instruction B of Form N-14 because the Registrant has previously filed an election with a prior registration statement under Rule 24f-2 under the Investment Company Act of 1940, as amended, to register an indefinite number of shares.
It is proposed that the Registration Statement will become effective on March 1, 2018 pursuant to Rule 488 under the 1933 Act and that definitive proxy materials will be mailed to shareholders of Global Small-Cap Fund on or about March 16, 2018.
Unaudited pro forma financial information is included for the twelve months ended October 31, 2017.
If you have any questions or comments concerning the foregoing, please contact the undersigned at (617) 672-8507.
Very truly yours,
/s/ David D. Barr
David D. Barr, Esq.
Vice President
