EFT Eaton Vance Floating Rate Income Trust

As filed with the Securities and Exchange Commission on July 7, 2023

1933 Act File No. 333-265889

1940 Act File No. 811-21574

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-2
	REGISTRATION STATEMENT UNDER THE SECURITIES ACT of 1933	¨
	PRE-EFFECTIVE AMENDMENT NO.	¨
	POST-EFFECTIVE AMENDMENT NO. 2	x
	and/or
	REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	¨
	AMENDMENT NO. 28	x
EATON VANCE FLOATING-RATE INCOME TRUST
(Exact Name of Registrant as Specified in Charter)
Two International Place, Boston, Massachusetts 02110
(Address of Principal Executive Offices)
(617) 482-8260
(Registrant’s Telephone Number)
Deidre E. Walsh
Two International Place, Boston, Massachusetts 02110
(Name and Address of Agent for Service)

 

Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box. ☐

If any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan, check the following box. ☑

If this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto, check the following box. ☑

If this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

It is proposed that this filing will become effective (check appropriate box):

☐	when declared effective pursuant to section 8(c)

If appropriate, check the following box:

☐	This post-effective amendment designates a new effective date for a previously filed registration statement.
☐	This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act and the Securities Act registration statement number of the earlier effective registration statement for the same offering is ________.
☐	This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is________.
☑	This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is 333-265889.

Check each box that appropriately characterizes the Registrant:

☑	Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (the “Investment Company Act”)).
☐	Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).
☐	Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).
☑	A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).
☐	Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).
☐	Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”).
☐	If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.
☐	New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).

 

 

Explanatory Note

 

This Post-Effective Amendment No. 2 to the Registration Statement on Form N-2 (File No. 333-265889) of Eaton Vance Floating-Rate Income Trust (the “Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 2 consists only of a facing page, this explanatory note and Part C of the Registration Statement on Form N-2 setting forth the exhibits to the Registration Statement. This Post-Effective Amendment No. 2 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 2 shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.

 

 

PART C

 

OTHER INFORMATION

 

ITEM 25.

FINANCIAL STATEMENTS AND EXHIBITS

 

(1)       FINANCIAL STATEMENTS:

Included in Part A:

Financial Highlights

 

Included in Part B:

Registrant’s Certified Shareholder Reports on Form N-CSR filed July 25, 2022 (Accession No. 0001193125-22-200702) and January 30, 2023 (Accession No. 0001193125-23-018525) and incorporated herein by reference.

 

(2)       EXHIBITS:

	(a)	(1)		Agreement and Declaration of Trust dated April 28, 2004 is incorporated herein by reference to the Registrant's initial Registration Statement on Form N-2 (File Nos. 333-115087 and 811-21574) as to the Registrant's common shares of beneficial interest ("Common Shares") filed May 3, 2004 (Accession No. 0000898432-04-000406) ("Initial Common Shares Registration Statement").
		(2)		Amendment to Agreement and Declaration of Trust dated August 11, 2008 is incorporated herein by reference to the Registrant’s initial Shelf Registration Statement on Form N-2 (File Nos. 333-172869 and 811-21574) as to Registrant’s shelf offering filed March 16, 2011 (Accession No. 0000898432-11-000423) (“Initial Shelf Registration Statement”).
	(b)	(1)		Amended and Restated By-Laws dated August 13, 2020 is incorporated herein by reference to the Registrant’s Form 8-K filed August 13, 2020 (Accession No. 0000940394-20-001211).
		(2)		Amendment dated July 7, 2023 to Amended and Restated By-Laws dated August 13, 2020 filed herewith.
	(c)			Not applicable.
	(d)			Form of Specimen Certificate for Common Shares of Beneficial Interest is incorporated by reference to Pre-Effective Amendment No. 1 to the Registrant's Initial Common Shares Registration Statement filed May 24, 2004 (Accession No. 0000950135-04-002778) ("Pre-Effective Amendment No. 1 to the Registrant's Initial Common Shares Registration Statement").
	(e)			Dividend Reinvestment Plan is incorporated by reference to Pre-Effective Amendment No. 1 to the Registrant's Initial Common Shares Registration Statement.
	(f)			Not applicable.
	(g)	(1)		Investment Advisory Agreement dated May 12, 2021 between the Registrant and Eaton Vance Management filed as Exhibit (g)(1) is incorporated herein by reference to Post-Effective Amendment No. 3 to the Registrant’s Shelf Registration Statement filed August 19, 2021 (Accession No. 0000940394-21-001180).
	(h)	(1)		Form of Underwriting Agreement is incorporated by reference to Pre-Effective Amendment No. 1 to the Registrant's Initial Common Shares Registration Statement.
		(2)		Form of Master Agreement Among Underwriters is incorporated herein by reference to the Registrant's Pre-Effective Amendment No. 1 to the Initial Common Shares Registration Statement.

 

		(3)		Form of Master Selected Dealers Agreement is incorporated herein by reference to the Registrant's Pre-Effective Amendment No. 1 to the Initial Common Shares Registration Statement.
		(4)		Form of Distribution Agreement t with respect to the Rule 415 shelf offering filed as Exhibit (h)(4) is incorporated herein by reference to the Registrant’s Shelf Registration Statement filed on Form N-2 with the Securities and Exchange Commission on September 21, 2022 (Accession No. 0000940394-22-001318).
		(5)		Form of Sub-Placement Agent Agreement as Exhibit (h)(5) is incorporated herein by reference to the Registrant’s Shelf Registration Statement filed on Form N-2 with the Securities and Exchange Commission on September 21, 2022 (Accession No. 0000940394-22-001318).
	(i)			The Securities and Exchange Commission has granted the Registrant an exemptive order that permits the Registrant to enter into deferred compensation arrangements with its independent Trustees. See in the matter of Capital Exchange Fund, Inc., Release No. IC- 20671 (November 1, 1994).
	(j)	(1)		Amended and Restated Master Custodian Agreement between Eaton Vance Funds and State Street Bank & Trust Company dated September 1, 2013 filed as Exhibit (g)(1) is incorporated herein by reference to Post-Effective Amendment No. 211 of Eaton Vance Mutual Funds Trust (File Nos. 002-90946, 811-04015) filed September 24, 2013 (Accession No. 0000940394-13-001073).
		(2)		Amendment dated August 13, 2020 and effective May 29, 2020 to Amended and Restated Master Custodian Agreement between Eaton Vance Funds and State Street Bank & Trust Company dated September 1, 2013 filed as Exhibit (g)(1)(b) is incorporated herein by reference to Post-Effective Amendment No. 79 filed September 24, 2020 (Accession No. 0000940394-20-001312).
		(3)		Amended and Restated Services Agreement with State Street Bank & Trust Company dated September 1, 2010 filed as Exhibit (g)(2) is incorporated herein by reference to Post-Effective Amendment No. 108 of Eaton Vance Special Investment Trust (File Nos. 02-27962, 811-1545) filed September 27, 2010 (Accession No. 0000940394-10-001000).
		(4)		Amendment Number 1 dated May 16, 2012 to Amended and Restated Services Agreement with State Street Bank & Trust Company dated September 1, 2010 filed as Exhibit (g)(3) is incorporated herein by reference to Post-Effective Amendment No. 39 of Eaton Vance Municipals Trust II (File Nos. 033-71320, 811-08134) filed May 29, 2012 (Accession No. 0000940394-12-000641).
		(5)		Amendment dated September 1, 2013 to Amended and Restated Services Agreement with State Street Bank & Trust Company dated September 1, 2010 filed as Exhibit (g)(4) is incorporated herein by reference to Post-Effective Amendment No. 211 of Eaton Vance Mutual Funds Trust (File Nos. 002-90946, 811-04015) filed September 24, 2013 (Accession No. 0000940394-13-001073).
		(6)		Amendment dated July 18, 2018 and effective June 29, 2018 to Amended and Restated Services Agreement with State Street Bank & Trust Company dated September 1, 2010 filed as Exhibit (g)(5) to Post-Effective Amendment No. 212 filed July 31, 2018 (Accession No. 0000940394-18-001408) and incorporated herein by reference.
		(7)		Amendment dated August 13, 2020 and effective May 29, 2020 to Amended and Restated Services Agreement with State Street Bank & Trust Company dated September 1, 2010 filed as Exhibit (h)(1)(e) is incorporated herein by reference to Post-Effective Amendment No. 79 of Eaton Vance Investment Trust (File Nos. 033-01121, 811-04443) filed September 24, 2020 (Accession No. 0000940394-20-001312).

 

	(k)	(1)		Transfer Agency and Services Agreement dated February 5, 2007 between American Stock Transfer & Trust Company and each Registered Investment Company listed on Exhibit 1 filed as Exhibit (k)(1) is incorporated herein by reference to Pre-Effective Amendment No. 3 to the initial Registration Statement on Form N-2 of Eaton Vance Tax-Managed Global Diversified Equity Income Fund (File Nos. 333-138318, 811-21973) filed February 21, 2007 (Accession No. 0000950135- 07- 000974).
		(2)		Amendment dated April 21, 2008 to Transfer Agency and Services Agreement dated February 5, 2007 between American Stock Transfer & Trust Company and each Registered Investment Company listed on Exhibit 1 filed as Exhibit (k)(1) is incorporated herein by reference to Pre-Effective Amendment No. 1 to the initial Registration Statement on Form N-2 of Eaton Vance National Municipal Opportunities Trust (File Nos. 333-156948, 811-22269) filed April 21, 2009 (Accession No. 0000950135- 09- 083055).
		(3)		Amendment dated June 13, 2012 to Transfer Agency and Services Agreement dated February 5, 2007 between American Stock Transfer & Trust Company and each Registered Investment Company listed on Exhibit 1 filed as Exhibit (k)(1) is incorporated herein by reference to Pre-Effective Amendment No. 2 to the initial Registration Statement on Form N-2 of Eaton Vance High Income 2021 Target Term Trust (File Nos. 333-209436, 811-23136) filed April 25, 2016 (Accession No. 0000950135- 16- 552383).
		(4)		Administrative Services Agreement dated March 1, 2021 between the Registrant and Eaton Vance Management filed as Exhibit (k)(4) is incorporated by reference to Post-Effective Amendment No. 3 to the Registrant’s Shelf Registration Statement filed August 19, 2021 (Accession No. 0000940394-21-001180).
		(5)		Form of Shareholder Servicing Agreement is incorporated herein by reference to the Registrant's Pre-Effective Amendment No. 1 to the Initial Common Shares Registration Statement.
		(6)		Form of Additional Compensation Agreement is incorporated herein by reference to the Registrant's Pre-Effective Amendment No. 1 to the Initial Common Shares Registration Statement.
	(l)			Not applicable.
	(m)			Not applicable.
	(n)			Not applicable.
	(o)			Not applicable.
	(p)			Letter Agreement with Eaton Vance Management incorporated by reference to Pre-Effective Amendment No. 2 to the Registrant's Initial Common Shares Registration Statement filed June 23, 2004 (Accession No. 0000950135-04-003212).
	(q)			Not applicable.
	(r)	(1)		Code of Ethics adopted by the Eaton Vance Funds effective June 1, 2021 filed as Exhibit (p)(1)(a) to Post-Effective Amendment No. 240 of Eaton Vance Growth Trust (File Nos. 002-22019, 811-01241) filed October 29, 2021 (Accession No. 0000940394-21-001414) and incorporated herein by reference.
		(2)		Code of Ethics and Personal Trading Guidelines adopted by Morgan Stanley Investment Management Public Side effective January 1, 2022 filed as Exhibit (p)(1)(b) to Post-Effective Amendment No. 242 of Eaton Vance Growth Trust (File Nos. 002-22019, 811-01241) filed December 23, 2021 (Accession No. 0000940394-21-001566) and incorporated herein by reference.

 

	(s)			Calculation of Filing Fee Tables filed as Exhibit (s) is incorporated herein by reference to the Registrant’s Shelf Registration Statement filed on Form N-2 with the Securities and Exchange Commission on September 21, 2022 (Accession No. 0000940394-22-001318).
	(t)	(1)		Secretary’s Certificate dated January 4, 2023 filed herewith.
		(2)		Power of Attorney dated April 1, 2023 filed herewith.

 

ITEM 26.

MARKETING ARRANGEMENTS

 

See Form of Distribution Agreement with respect to the Rule 415 shelf offering.

See Form of Sub-Placement Agent Agreement.

ITEM 27.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

 

The approximate expenses in connection with the offering are as follows:

Registration and Filing Fees	$ 5,129
FINRA Fees	8,800
New York Stock Exchange Fees	16,595
Costs of Printing and Engraving	0
Accounting Fees and Expenses	2,050
Legal Fees and Expenses	7,500
Total	$ 40,074
* Eaton Vance Management, the Trust’s Adviser, will pay expenses of the offering (other than the applicable commissions).

 

ITEM 28.

PERSONS CONTROLLED BY OR UNDER COMMON CONTROL

 

None.

 

ITEM 29.

NUMBER OF HOLDERS OF SECURITIES

 

Set forth below is the number of record holders as of May 31, 2023, of each class of securities of the Registrant:

Title of Class		Number of Record Holders
Common Shares of Beneficial interest, par value $0.01 per share		20,271
Preferred Stock, par value $0.01 VRTP Shares		1

 

ITEM 30.

INDEMNIFICATION

 

The Registrant's Amended and Restated By-Laws and the Form of Distribution Agreement contain provisions limiting the liability, and providing for indemnification, of the Trustees and officers under certain circumstances.

 

The Registrant's Trustees and officers are insured under a standard investment company errors and omissions insurance policy covering loss incurred by reason of negligent errors and omissions committed in their official capacities as such. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in this Item 30, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

ITEM 31.

BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

 

Reference is made to: (i) the information set forth under the caption Investment advisory and other services” in the Statement of Additional Information; (ii) the Morgan Stanley 10-K filed under the Securities Exchange Act of 1934, as amended (“1934 Act”) (File No. 001-11758); the most recent Eaton Vance Corp. 10-K filed under the 1934 Act, as amended (File No. 001-8100); and (iii) the Form ADV of Eaton Vance Management (File No. 801-15930) filed with the Securities and Exchange Commission, all of which are incorporated herein by reference.

 

ITEM 32.

LOCATION OF ACCOUNTS AND RECORDS

 

All applicable accounts, books and documents required to be maintained by the Registrant by Section 31(a) of the Investment Company Act of 1940, as amended, and the Rules promulgated thereunder are in the possession and custody of the Registrant's custodian, State Street Bank and Trust Company, State Street Financial Center, One Lincoln Street, Boston, MA 02111, and its transfer agent, American Stock Transfer & Trust Company, LLC, 6201 15^th Avenue, Brooklyn, NY 11219, with the exception of certain corporate documents and portfolio trading documents which are in the possession and custody of Eaton Vance Management, Two International Place, Boston, MA 02110. Registrant is informed that all applicable accounts, books and documents required to be maintained by registered investment advisers are in the custody and possession of Eaton Vance Management.

 

ITEM 33.

MANAGEMENT SERVICES

 

Not applicable.

 

ITEM 34.

UNDERTAKINGS

1.       Not applicable.

2.       Not applicable.

3.       The Common Shares being registered will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act. Accordingly, the Fund undertakes:

(a)       To file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement:

(1)       To include any prospectus required by Section 10(a)(3) of the Securities Act;

(2)       To reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(3)       To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Provided, however, that paragraphs a(1), a(2), and a(3) of this section do not apply if the registration statement is filed pursuant to General Instruction A.2 of this Form and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference into the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

       (b)       That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof;

(c)       To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

(d)       That, for the purpose of determining liability under the Securities Act to any purchaser:

(1) if the Registrant is relying on Rule 430B [17 CFR 230.430B]:

(A) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(2) if the Registrant is subject to Rule 430C [17 CFR 230.430C]: each prospectus filed pursuant to Rule 424(b) under the Securities Act as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(e)       that for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of securities: The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:

(1)       any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act;

(2)       free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrants;

(3)       the portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

       (4)       any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

4.       The Registrant undertakes that:

(a)       for the purpose of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant under the Securities Act shall be deemed to be part of the Registration Statement as of the time it was declared effective; and

(b)       for the purpose of determining any liability under the Securities Act, each post- effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

5.       The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference into the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

6.       Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Fund pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

7.       The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of an oral or written request, any prospectus or Statement of Additional Information.

NOTICE

 

A copy of the Agreement and Declaration of Trust of Eaton Vance Floating-Rate Income Trust is on file with the Secretary of State of The Commonwealth of Massachusetts and notice is hereby given that this instrument is executed on behalf of the Registrant by an officer of the Registrant as an officer and not individually and that the obligations of or arising out of this instrument are not binding upon any of the Trustees, officers or shareholders individually, but are binding only upon the assets and property of the Registrant.

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Boston and the Commonwealth of Massachusetts, on the 7^th day of July, 2023.

	EATON VANCE FLOATING-RATE INCOME TRUST
	By:	Eric A. Stein*
		Eric A. Stein, President

Pursuant to the requirements of the Securities Act of 1933, as amended this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title
Eric A. Stein*		President (Chief Executive Officer)
Eric A. Stein
James F. Kirchner*		Treasurer (Principal Financial and Accounting Officer)
James F. Kirchner
Signature		Title		Signature	Title
Alan C. Bowser*		Trustee		Anchal Pachnanda*	Trustee
Alan C. Bowser				Anchal Pachnanda
Thomas E. Faust Jr.*		Trustee		Keith Quinton*	Trustee
Thomas E. Faust Jr.				Keith Quinton
Mark R. Fetting*		Trustee		Marcus L. Smith*	Trustee
Mark R. Fetting				Marcus L. Smith
Cynthia E. Frost*		Trustee		Susan J. Sutherland*	Trustee
Cynthia E. Frost				Susan J. Sutherland
George J. Gorman*		Trustee		Scott E. Wennerholm*	Trustee
George J. Gorman				Scott E. Wennerholm
Valerie A. Mosley*		Trustee		Nancy A. Wiser*	Trustee
Valerie A. Mosley				Nancy A. Wiser
*By:	/s/ Deidre E. Walsh
	Deidre E. Walsh (As attorney-in-fact)

 

INDEX TO EXHIBITS

Exhibit No.		Description
(b)	(2)	Amendment dated July 7, 2023 to Amended and Restated By-Laws dated August 13, 2020
(t)	(1)	Secretary’s Certificate dated January 4, 2023
	(2)	Power of Attorney dated April 1, 2023

 

 

 

EXHIBIT (b)(2)

 

AMENDMENT NO. 1

TO

THE AMENDED AND RESTATED BY-LAWS

OF

EATON VANCE FLOATING-RATE INCOME TRUST

DATED August 13, 2020

(THE “BY-LAWS’)

WHEREAS, pursuant to authority expressly vested in the Board of Trustees of Eaton Vance Floating-Rate Income Trust (the “Fund”) by the Declaration of Trust of the Fund, the Board of Trustees of the Fund may transact the Fund’s affairs;

WHEREAS, Appendix I to the By-Laws (“Appendix I”) establishes and fixes the rights and preferences of the Fund’s Variable Rate Term Preferred Shares (“VRTP Shares”);

WHEREAS, the Board of Trustees of the Fund has determined that it is in the best interest of the Fund to (i) extend the Term Redemption Date of the Series L-2 VRTP Shares to January 24, 2025; (ii) change the applicable base rate with respect to the payment of dividends from 3-month London Interbank Offered Rate (“LIBOR”) to 3-month Secured Overnight Financing Rate (“SOFR”); and (iii) amend the Applicable Spread over 3-month SOFR as set forth below;

WHEREAS, the Board of Trustees of the Fund has approved each of the foregoing changes; and

WHEREAS, each of the foregoing changes has been consented to in writing by the sole holder of the Series L-2 VRTP Shares.

NOW THEREFORE, the undersigned officer of the Fund hereby certifies as follows:

1.

The Board of Trustees of the Fund has adopted resolutions to (i) extend the Term Redemption Date of the Series L-2 VRTP Shares to January 24, 2025; (ii) change the applicable base rate with respect to payment of dividends from 3-month LIBOR to 3-month SOFR; and (iii) amend the Applicable Spread over 3-month SOFR as set forth below.

2.

The definition of “Applicable Spread” as set forth in the “Definitions” of Appendix I is, with respect to the Series L-2 VRTP Shares, deleted in its entirety and replaced with the following:

“Applicable Spread” means, with respect to any Dividend Period for any Series of VRTP Shares, the percentage per annum set forth in the table directly below opposite the lowest applicable credit rating assigned to such Series by any Rating Agency on the Rate Determination Date for such Dividend Period.

Long-Term Ratings*
Moody’s	S&P	Applicable Spread**
Aaa to Aa3	AAA to AA-	2.30%
A1	A+	2.55%
A2	A	2.84%

 

 

 

Long-Term Ratings*
Moody’s	S&P	Applicable Spread**
A3	A-	3.11%
Baa1 to Baa3	BBB+ to BBB-	3.65%
Below Investment Grade	Below Investment Grade	6.35%
* And/or the equivalent long-term rating of any Other Rating Agency then rating the relevant Series of VRTP Shares, in all cases utilizing the lowest of the ratings of the Rating Agency or Rating Agencies then rating such Series. ** On any day on which an Increased Rate Event is continuing, the Dividend Rate shall equal the Increased Rate.

 

3.

The definition of “Credit Facility” as set forth in the “Definitions” of Appendix I is, with respect to the Series L-2 VRTP Shares, deleted in its entirety and replaced with the following:

“Credit Facility” means the Credit Agreement, dated as of May 4, 2023 (as amended, modified or supplemented from time to time), among the Trust, the lenders party thereto from time to time, and State Street Bank and Trust Company, as agent, as amended, modified or supplemented from time to time and any other additional or subsequent credit agreement permitting Trust borrowings.

4.

In Section 2.5(c) (“Redemption upon the Occurrence of Certain Events”) of Appendix I, the reference in clause (i)(A) to “Force Majuere” is corrected to “Force Majeure.”

5.

Section 5 (“Term Redemption Date Applicable to Series”) of Appendix F to Appendix I, the Statement Designating Series L-2 VRTP Shares (the “Series L-2 Statement”), is deleted in its entirety and replaced with the following:

Section 5. Term Redemption Date Applicable to Series.

The Term Redemption Date is January 24, 2025, subject to extension pursuant to Section 2.5(a) of the VRTP Amendment.

6.

Section 9 (“Additional Definitions Applicable to Series”) of the Series L-2 Statement is deleted in its entirety and replaced with the following:

Section 9. Additional Definitions Applicable to Series. 

The following terms shall have the following meanings (with terms defined in the singular having comparable meanings when used in the plural and vice versa), unless the context otherwise requires: 

“Bank Rate” means, with respect to any Dividend Period, an interest rate per annum equal to the Term SOFR Rate for such Dividend Period; provided, however, in the case of any Dividend Period commencing after the Agent shall have notified the Trust that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for any or all of the Holders or Designated Owners of the Series L-2 VRTP Shares to maintain investments in such VRTP Shares at the Term SOFR Rate, the Bank Rate for such Dividend Period shall be an interest rate per annum equal to the Base Rate in effect on the first day of such Dividend Period. Notwithstanding the foregoing, the Bank Rate shall not be less than zero.

 “Base Rate” means the rate of interest from time to time announced publicly by Barclays Bank PLC at its Principal Office as its base rate. The “Base Rate” is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer of Barclays Bank PLC.

 “Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which may include a lookback) being established by the Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided that if the Agent decides that any such convention is not administratively feasible for the Agent, then the Agent may establish another convention in its reasonable discretion. 

“Dividend Period” means, with respect to each Outstanding Series L-2 VRTP Share, in the case of the first Dividend Period following the Issuance Date of such VRTP Share, the period beginning on (and including) such Issuance Date and ending on (and including) the last calendar day of the calendar quarter in which such Issuance Date occurs and, for each subsequent Dividend Period, the period beginning on (and including) the first calendar day of the calendar quarter following the month in which the previous Dividend Period ended and ending on (and including) the last calendar day of such calendar quarter. 

“Index Rate” means, with respect to each day in a Dividend Period and solely with respect to any Series L-2 VRTP Shares Outstanding on such day, the Bank Rate.

 “Principal Office” means the principal office of Barclays Bank PLC presently located at 1 Churchill Place, London, Greater London E14, 5HP, United Kingdom, or at such other location as Barclays Bank PLC shall designate in writing to the Trust.

 “Relevant Governmental Body” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.

 “SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

 “SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

 “Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Agent in its reasonable discretion).

 “Term SOFR Rate” means, with respect to any Dividend Period, an interest rate per annum equal to the Term SOFR Reference Rate for a tenor of three (3) months on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first calendar day of each calendar quarter, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (Boston time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and (x) the Term SOFR Reference Rate has not yet been replaced in accordance with clause (y) below, then the Term SOFR Rate will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day and (y) if such Term SOFR Reference Rate is no longer displayed, the Trust and the Agent may, by mutual agreement, determine an alternate rate of interest as the Term SOFR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States of America at such time, and the Trust shall amend the Amendment to reflect such alternate rate of interest, together with any conforming changes to any relevant defined terms, timing and frequency of determining rates and making dividend payments and other administrative matters as may be agreed by the Trust and the Agent; provided that until the Trust and the Agent have mutually agreed upon an alternative rate of interest, the Term SOFR Rate for any day shall be equal to a fluctuating rate per annum equal to the sum of Daily Simple SOFR plus ten (10) basis points (0.10%). Notwithstanding the foregoing, the Term SOFR Rate shall not be less than zero.

 “Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

 “Transfer Date” means, with respect to any Series L-2 VRTP Share being transferred for a VRTP Share of any other Series, the settlement date for such transfer.

 “U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday, or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

7.

Any capitalized terms used herein but not defined herein shall have the meanings given to such capitalized terms in Appendix I.

 

8.

Except as amended hereby, Appendix I remains in full force and effect.

 

9.

An original copy of this amendment shall be lodged with the records of the Fund and filed in such places as the Board of Trustees of the Fund deems appropriate.

 

(Signature Page Follows)

 

Dated this 7th day of July, 2023.

EATON VANCE FLOATING-RATE
INCOME TRUST

 

 

By: /s/ James F. Kirchner
Name: James F. Kirchner
Title: Treasurer

 

 

 

 

 

 

EXHIBIT (t)(2)

POWER OF ATTORNEY

 

We, the undersigned officers and Trustees of the funds listed below (collectively, the “Funds”), do hereby severally constitute and appoint Nicholas S. Di Lorenzo, James F. Kirchner, Anchal Pachnanda or Deidre E. Walsh, or any of them, to be true, sufficient and lawful attorneys, or attorney for each of us, to sign for each of us, in the name of each of us in the capacities indicated below, any Registration Statement on Form N-2, including but not limited to the “Registration Statements” defined below, and any and all amendments (including pre-effective and post-effective amendments) to a Registration Statement filed with the Securities and Exchange Commission on behalf of each of the respective Funds, in respect of shares or units of beneficial interest or common stock and other documents and papers relating thereto.

 

The “Registration Statements” covered by this Power of Attorney are defined to include the registration statements listed below:

 

Fund	1940 Act File No.	1933 Act File No.
Eaton Vance Enhanced Equity Income Fund (EOI)	811-21614	333-262265
Eaton Vance Enhanced Equity Income Fund II (EOS)	811-21670	333-264149
Eaton Vance Floating-Rate Income Trust (EFT)	811-21574	333-265889
Eaton Vance Municipal Income Trust (EVN)	811-09141	333-233835
Eaton Vance National Municipal Opportunities Trust (EOT)	811-22269	333-265180
Eaton Vance Risk-Managed Diversified Equity Income Fund (ETJ)	811-22044	333-260965
Eaton Vance Senior Floating-Rate Trust (EFR)	811-21411	333-266343
Eaton Vance Senior Income Trust (EVF)	811-09013	333-263033
Eaton Vance Tax-Advantaged Dividend Income Fund (EVT)	811-21400	333-262832
Eaton Vance Tax-Advantaged Global Dividend Opportunities Fund (ETO)	811-21519	333-268410
Eaton Vance Tax-Managed Buy-Write Income Fund (ETB)	811-21676	333-256242
Eaton Vance Tax-Managed Buy-Write Opportunities Fund (ETV)	811-21735	333-264574
Eaton Vance Tax-Managed Diversified Equity Income Fund (ETY)	811-21832	333-262833
Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund (ETW)	811-21745	333-264570
Eaton Vance Tax-Managed Global Diversified Equity Income Fund (EXG)	811-21973	333-262834

 

 

 

 

 

IN WITNESS WHEREOF we have hereunto set our hands on the date set forth opposite our respective signatures.

 

Signature	Title	Date
/s/ R. Kelly Williams, Jr.
R. Kelly Williams, Jr.	President and Principal Executive Officer of EOI, EOS, ETJ, EVT, ETO, ETB, ETV, ETY, ETW and EXG	April 1, 2023
/s/ Eric A. Stein
Eric A. Stein	President and Principal Executive Officer of EFT, EVN, EOT, EFR and EVF	April 1, 2023
/s/ James F. Kirchner
James F. Kirchner	Treasurer and Principal Financial and Accounting Officer	April 1, 2023

 

 

 

 

 

 

 

Signature	Title	Date
/s/ Alan C. Bowser	Trustee	April 1, 2023
Alan C. Bowser
/s/ Thomas E. Faust Jr.
Thomas E. Faust Jr.	Trustee	April 1, 2023
/s/ Mark R. Fetting
Mark R. Fetting	Trustee	April 1, 2023
/s/ Cynthia E. Frost
Cynthia E. Frost	Trustee	April 1, 2023
/s/ George J. Gorman
George J. Gorman	Trustee	April 1, 2023
/s/ Valerie A. Mosley
Valerie A. Mosley	Trustee	April 1, 2023
/s/ Anchal Pachnanda
Anchal Pachnanda	Trustee	April 1, 2023
/s/ Keith Quinton
Keith Quinton	Trustee	April 1, 2023
/s/ Marcus L. Smith
Marcus L. Smith	Trustee	April 1, 2023
/s/ Susan J. Sutherland
Susan J. Sutherland	Trustee	April 1, 2023
/s/ Scott E. Wennerholm
Scott E. Wennerholm	Trustee	April 1, 2023
/s/ Nancy A. Wiser
Nancy A. Wiser	Trustee	April 1, 2023

 

EXHIBIT (t)(1)

 

 

SECRETARY’S CERTIFICATE

 

 

 

The undersigned, Secretary for each of the respective entities listed on the attached Schedule A (each referred to in the following resolution as the “Fund”) hereby certifies that the Board of Trustees of each entity duly adopted the following resolution on December 14, 2022:

 

RESOLVED:

That the persons named in any power of attorney given by any Trustee or officer of the Fund relating to Registration Statements on Form N-2, or any one of them, are authorized to sign each Registration Statement on Form N-2 under the Securities Act of 1933, and any amendments thereto, on behalf of the Fund pursuant to such power of attorney.

 

 

 

By:	/s/ Nicholas Di Lorenzo
	Nicholas Di Lorenzo
	Secretary

 

 

 

 

 

 

 

Dated: January 4, 2023

 

 

 

 

 

 

 

SCHEDULE A

 

Name of Trust/Fund

Eaton Vance Enhanced Equity Income Fund (EOI)

Eaton Vance Enhanced Equity Income Fund II (EOS)

Eaton Vance Floating-Rate Income Trust (EFT)

Eaton Vance Municipal Income Trust (EVN)

Eaton Vance National Municipal Opportunities Trust (EOT)

Eaton Vance Risk-Managed Diversified Equity Income Fund (ETJ)

Eaton Vance Senior Floating-Rate Trust (EFR)

Eaton Vance Senior Income Trust (EVF)

Eaton Vance Tax-Advantaged Dividend Income Fund (EVT)

Eaton Vance Tax-Advantaged Global Dividend Opportunities Fund (ETO)

Eaton Vance Tax-Managed Buy-Write Income Fund (ETB)

Eaton Vance Tax-Managed Buy-Write Opportunities Fund (ETV)

Eaton Vance Tax-Managed Diversified Equity Income Fund (ETY)

Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund (ETW)

Eaton Vance Tax-Managed Global Diversified Equity Income Fund (EXG)

 

 

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