-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B6lamfCii6QFvDUpbfgDMW1DdKubYwEW1Ry4DLrl9SKXBhXQKFhNbFnq2JCYFmq1 TiRXkuovOBwxaNJZ6MOdug== 0000950135-04-003261.txt : 20040624 0000950135-04-003261.hdr.sgml : 20040624 20040624203010 ACCESSION NUMBER: 0000950135-04-003261 CONFORMED SUBMISSION TYPE: N-2MEF PUBLIC DOCUMENT COUNT: 2 333-115087 FILED AS OF DATE: 20040624 EFFECTIVENESS DATE: 20040624 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Eaton Vance Floating-Rate Income Trust CENTRAL INDEX KEY: 0001288992 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: N-2MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-116842 FILM NUMBER: 04880672 BUSINESS ADDRESS: STREET 1: THE EATON VANCE BUILDING STREET 2: 255 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 617-482-8260 MAIL ADDRESS: STREET 1: THE EATON VANCE BUILDING STREET 2: 255 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Eaton Vance Floating-Rate Income Trust CENTRAL INDEX KEY: 0001288992 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: N-2MEF SEC ACT: 1940 Act SEC FILE NUMBER: 811-21574 FILM NUMBER: 04880673 BUSINESS ADDRESS: STREET 1: THE EATON VANCE BUILDING STREET 2: 255 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 617-482-8260 MAIL ADDRESS: STREET 1: THE EATON VANCE BUILDING STREET 2: 255 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 N-2MEF 1 b50762mfnv2mef.txt EATON VANCE FLOATING RATE INCOME TRUST As filed with the Securities and Exchange Commission on June 25, 2004 1933 Act File No. 333- 1940 Act File No. 811-21574 U.S. 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. 1 [X] AND/OR REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 AMENDMENT NO. 3 [X] (CHECK APPROPRIATE BOX OR BOXES) EATON VANCE FLOATING-RATE INCOME TRUST ------------------------------------------------------ (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) THE EATON VANCE BUILDING, 255 STATE STREET, BOSTON, MASSACHUSETTS 02109 ----------------------------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (617) 482-8260 ----------------------------------------------------------------- ALAN R. DYNNER THE EATON VANCE BUILDING, 255 STATE STREET, BOSTON, MASSACHUSETTS 02109 ----------------------------------------------------------------------- NAME AND ADDRESS (OF AGENT FOR SERVICE) COPIES OF COMMUNICATIONS TO: MARK P. GOSHKO, ESQ. THOMAS A. HALE, ESQ. KIRKPATRICK & LOCKHART LLP SKADDEN, ARPS, SLATE, 75 STATE STREET MEAGHER & FLOM LLP BOSTON, MASSACHUSETTS 02109 333 W. WACKER SUITE 2100 CHICAGO, ILLINOIS 60606 APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after the effective date of this Registration Statement. [X] 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 for the same offering is 333-115082. If any of the securities being registered on this form are to be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box. [ ] It is proposed that this filing will become effective (check appropriate box): [ ] when declared effective pursuant to Section 8(c) CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
PROPOSED PROPOSED AMOUNT BEING MAXIMUM MAXIMUM AMOUNT OF REGISTERED OFFERING AGGREGATE REGISTRATION FEES TITLE OF SECURITIES BEING REGISTERED (1) PRICE PER UNIT OFFERING PRICE (1)(2) (1) (1) Common Shares of Beneficial 100,000 $20.00 $2,000,000 $253.40 Interest, $0.01 par value
(1) Estimated solely for purposes of calculating the registration fee, pursuant to Rule 457(o) under the Securities Act of 1933. (2) Includes Shares that may be offered to the Underwriters pursuant to an option to cover over-allotments. ------------------------------------ This Registration Statement is being filed by the Eaton Vance Floating-Rate Income Trust (the "Registrant") pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended. The Registrant hereby incorporates by reference into this Registration Statement the content of the Registrant's Registration Statement on Form N-2 and all amendments thereto (File No. 333-115087) declared effective on June 23, 2004 by the Securities and Exchange Commission (the "Commission") including each of the documents filed by the Registrant with the Commission therein. 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 requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Post-Effective Amendment No. 1 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 24th day of June 2004. EATON VANCE FLOATING-RATE INCOME TRUST By: /s/ Payson F. Swaffield -------------------------- Payson F. Swaffield President Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Payson F. Swaffield President and Principal June 24, 2004 - -------------------------------------------- Executive Officer Payson F. Swaffield Barbara E. Campbell* Treasurer and Principal Financial June 24, 2004 - -------------------------------------------- and Accounting Officer Barbara E. Campbell /s/ James B. Hawkes Trustee June 24, 2004 - -------------------------------------------- James B. Hawkes Samuel L. Hayes, III* Trustee June 24, 2004 - -------------------------------------------- Samuel L. Hayes, III William H. Park* Trustee June 24, 2004 - -------------------------------------------- William H. Park Ronald A. Pearlman* Trustee June 24, 2004 - -------------------------------------------- Ronald A. Pearlman Norton H. Reamer* Trustee June 24, 2004 - -------------------------------------------- Norton H. Reamer Lynn A. Stout* Trustee June 24, 2004 - -------------------------------------------- Lynn A. Stout * By: /s/ Alan R. Dynner - ------------------------------ Alan R. Dynner (As attorney in-fact)
EX-99.(L) 2 b50762mfexv99wxly.txt OPINION OF KIRKPATRICK & LOCKHART LLP Kirkpatrick & Lockhart LLP 75 State Street Boston, Massachusetts 02109-1808 June 24, 2004 Mark P. Goshko 617.261-3163 mgoshko@kl.com Eaton Vance Floating-Rate Income Trust 255 State Street Boston, MA 02109 Dear Sirs: This opinion is furnished in connection with the registration by Eaton Vance Floating-Rate Income Trust, a business trust organized under the laws of the Commonwealth of Massachusetts ("Fund"), of 100,000 shares of beneficial interest, per value of $.01 per share ("Shares"), under the Securities Act of 1933, as amended, pursuant to a registration statement on form N-2 (File No. 333-115087), as amended ("Registration Statement"), in the amounts set forth under "Amount Being Registered" on the facing page of the Registration Statement. As counsel for the Fund, we are familiar with the proceedings taken by it in connection with the authorization, issuance and sale of the Shares. In addition, we have examined and are familiar with the Agreement and Declaration of Trust of the Fund, the By-Laws of the Fund, and such other documents as we have deemed relevant to the matters referred to in this opinion. Based upon the foregoing, we are of the opinion that the Shares, upon issuance and sale in the manner referred to in the Registration Statement, will be legally issued, fully paid and non-assessable (except as described in the Registration Statement) shares of beneficial interest of the Fund. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Prospectus constituting a part thereof. Very truly yours, /s/ Kirkpatrick & Lockhart LLP Kirkpatrick & Lockhart LLP -----END PRIVACY-ENHANCED MESSAGE-----