EFT Eaton Vance Floating Rate Income Trust

As filed with the Securities and Exchange Commission on July 8, 2024

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. 3	x
	and/or
	REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	¨
	AMENDMENT NO. 29	x
EATON VANCE FLOATING-RATE INCOME TRUST
(Exact Name of Registrant as Specified in Charter)
One Post Office Square, Boston, Massachusetts 02109
(Address of Principal Executive Offices)
(617) 482-8260
(Registrant’s Telephone Number)
Deidre E. Walsh
One Post Office Square, Boston, Massachusetts 02109
(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. 3 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. 3 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. 3 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 3 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, 2023 (Accession No. 0001193125-23-193466) and January 25, 2024 (Accession No. 0001193125-24-015441) 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 is incorporated herein by reference to the Registrant’s POS EX filed July 7, 2023 (Accession No. 0000940394-23-000949).
		(3)		Amendment dated July 8, 2024 to Amended and Restated By-Laws dated August 13, 2020 is 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)		First Amendment effective October 20, 2023 to the Amended and Restated Master Custodian Agreement dated as of September 1, 2013 between State Street Bank and Trust Company and the Eaton Vance Funds filed as Exhibit (g)(1)(c) to Post-Effective Amendment No. 20 of Eaton Vance Series Fund, Inc. (File Nos. 333-182175, 811-22714) filed November 27, 2023 (Accession No. 0000940394-23-001152) and incorporated herein by reference.
		(4)		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).
		(5)		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).
		(6)		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).

 

		(7)		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.
		(8)		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)		Amendment dated October 13, 2023 to Transfer Agency and Services Agreement dated February 5, 2007 between Equiniti Trust Company, LLC and each Registered Investment Company listed on Exhibit 1 filed herewith.
		(5)		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).
		(6)		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.
		(7)		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 December 12, 2023 filed as Exhibit (p)(1)(b) to Post-Effective Amendment No. 252 of Eaton Vance Growth Trust (File Nos. 002-22019, 811-01241) filed December 21, 2023 (Accession No. 0000940394-23-001228) 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 2, 2024 filed herewith.
		(2)		Power of Attorney dated December 12, 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, 2024, 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
Preferred Stock, par value $0.01 VRTP Shares

 

 

 

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, Equiniti 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, One Post Office Square, Boston, MA 02109. 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 8th day of July, 2024.

	EATON VANCE FLOATING-RATE INCOME TRUST
	By:	Kenneth A. Topping*
		Kenneth A. Topping, 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
Kenneth A. Topping*		President (Chief Executive Officer)
Kenneth A. Topping
James F. Kirchner*		Treasurer (Principal Financial and Accounting Officer)
James F. Kirchner
Signature		Title		Signature	Title
Alan C. Bowser*		Trustee		Keith Quinton*	Trustee
Alan C. Bowser				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)	(3)	Amendment dated July 8, 2024 to Amended and Restated By-Laws dated August 13, 2020
(k)	(4)	Amendment dated October 13, 2023 to Transfer Agency and Services Agreement dated February 5, 2007 between Equiniti Trust Company, LLC and each Registered Investment Company listed on Exhibit 1
(t)	(1)	Secretary’s Certificate dated January 2, 2024
	(2)	Power of Attorney dated December 12, 2023

 

EXHIBIT (b)(3)

 

AMENDMENT NO. 2

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 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 adopted Amendment No. 1 to the By-Laws, effective July 7, 2023, to amend Appendix I to the By-Laws (as so amended, “Appendix I”);

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, 2026 and (ii) 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, 2026 and (ii) 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-	2.55%
A1	A+	2.80%
A2	A	3.09%

 

A3	A-	3.36%
Baa1 to Baa3	BBB+ to BBB-	3.90%
Below Investment Grade	Below Investment Grade	6.60%
* 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.

Section 5 (“Term Redemption Date Applicable to Series”) of Appendix F to Appendix I, the Statement Designating Series L-2 VRTP Shares, 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, 2026, subject to extension pursuant to Section 2.5(a) of the VRTP Amendment.

4.

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

5.

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

6.

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 8 day of July, 2024.

EATON VANCE FLOATING-RATE
INCOME TRUST

 

 

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

 

EXHIBIT (k)(4)

Amendment To

Transfer Agency and Services Agreement

 

This Amendment is entered into as of October 13, 2023 by and between each registered investment company listed on Exhibit 1 hereof (as may be amended from time to time) (each, a “Fund” and collectively, the “Funds”), each being a voluntary association commonly known as a “Massachusetts business trust” (each with its investment adviser and administrator being Eaton Vance Management) with its principal place of business at Two International Place, Boston MA 02110 and Equiniti Trust Company (f/k/a American Stock Transfer & Trust Company, LLC (“AST”)), with its principal place of business at 6201 15^th Avenue, Brooklyn, NY 11219 (“EQ”), and is supplemental to the Transfer Agency and Services Agreement entered into as of February 5, 2007 by and between the parties (the “Agreement”).

Effective July 1, 2023, as evidenced in the Amended and Restated Organization Certificate of AST and pursuant to Section 8007 of the Banking Law of the State of New York, AST changed: (i) its name to EQ, (ii) its principal office address, and (iii) its term of existence to perpetual (collectively, the “2023 Changes”). The Boards of Trustees of the Funds are aware and consented to the 2023 Changes.

Unless separately defined in this Amendment, capitalized terms have the same meanings as in the Agreement. References to a Paragraph or Schedule are to a paragraph of, or a schedule to, the Agreement.

In consideration of the mutual agreements below, and intending to be legally bound, the parties agree that the Agreement shall be varied as set out in the remainder of this Amendment, from and with effect from the date of this Amendment.

1.

VARIATIONS TO AGREEMENT

Fund and EQ agree that the terms of the Agreement shall be varied as follows:

1.1

Paragraph 4(a) shall be amended by the addition of an additional sentence after the end of the first sentence as follows:

“Upon request, EQ shall, and shall exercise commercially reasonable efforts to procure that each of its subcontractors shall, make available to Fund and its internal and external auditors and any regulator a copy of Fund’s records and other information relative to the Fund stored or processed by EQ at any time upon reasonable prior written notice.”

1.2

A new paragraph 4(d) shall be inserted immediately following paragraph 4(c) and shall read as follows:

“Without prejudice to the foregoing, EQ shall provide the Fund and EVM, annually and to the extent available, with a copy of the report of an independent audit conducted in relation to the architecture, systems, procedures and internal controls of EQ and each of its subcontractors, and their respective compliance with the Security Standards. EQ shall, and shall exercise commercially reasonable efforts to procure that each of its subcontractors shall, throughout the term of this Agreement: (i) allow the Fund and/or EVM to conduct (either itself or through a third party and including any regulator) an on-site audit (subject to Fund’s and EVM’s compliance with EQ’s internal policies and procedures) of: (a) EQ’s and/or such subcontractor’s architecture, systems and procedures (including security measures) used, and records kept, in connection with its provision of any Services (including the right to take copies of such records; provided, that such records do not include detailed information relating to EQ internal workings, EQ systems and EQ vulnerabilities which could give rise to a security threat or risk for EQ); and (b) EQ’s and/or such subcontractor’s compliance with the provisions of this Agreement; and (ii) provide access to EQ personnel and its external auditors and all reasonable cooperation in connection with any such audit. Any audit shall be conducted no more than once per calendar year (except to the extent required by a regulator) during normal business hours and upon at least 14 days’ notice, unless a regulator requires shorter notice or in the case of investigations of reasonable suspicion of fraud or business irregularities of a potentially criminal nature, or relating to the Fund’s or EVM’s data protection requirements”

1.3

A new paragraph 4(e) shall be inserted immediately following paragraph 4(d) and shall read as follows:

“EQ shall, and shall exercise commercially reasonable efforts to procure that each of its subcontractors shall, throughout the Term and, subject to applicable laws, for six years thereafter, maintain complete and accurate records, in accordance with generally accepted industry standards, so as to permit the Fund and EVM to monitor EQ’s compliance with this Agreement.”

1.4

The following wording shall be added at the end of paragraph 5(d):

“EQ shall, at least annually, test the EQ Security Breach (as defined below) management plan and the Disaster Recovery Plan and EQ’s compliance with them and provide the Fund and EVM with a summary of the results of such testing. If such testing reveals deficiencies in the Security Breach management plan and/or the Disaster Recovery Plan, EQ shall promptly remediate them.”

1.5

Paragraph 8(iv) shall be amended from:

“(vi) to the best of its knowledge, the various procedures and systems which EQ has implemented or will implement with regard to safeguarding from loss or damage attributable to fire, theft or any other cause (including provision of 24 hours-a-day restricted access) of the Fund’s records and other data and EQ’s records, data, equipment, facilities and other property used in the performance of its obligations hereunder are adequate and that it will make such changes therein from time to time as in its judgment are required for the secure performance of its obligations hereunder. The parties shall review such systems and procedures on a periodic basis.”

to:

“(vi) EQ shall make sure that the various procedures and systems which EQ has implemented or will implement with regard to safeguarding from loss or damage attributable to fire, theft or any other cause of the Fund’s records and other data and EQ’s records, data, equipment, facilities and other property used in the performance of its obligations hereunder are adequate and comply, and shall exercise commercially reasonable efforts to procure that its subcontractors shall comply, with the Security Standards, the Disaster Recovery Plan and the terms set out in Exhibit 3 (Data Protection). “Security Standards” means, collectively: (i) EQ’s security plans, policies, procedures and standards; and (ii) the Fund’s minimum security requirements set out in Exhibit 2 (Security Standards); and in the event of any conflict or inconsistency between (i) and (ii), then the more robust standard prevailing. The Disaster Recovery Plan refers to EQ’s business continuity plans, policies, procedures and standards designed to ensure the continuity of the Services in the event of disruption. EQ undertakes to provide full and accurate details of its security plans, policies, procedures and standards, and business continuity plans, policies, procedures and standards, in response to any information security and/or security architecture questionnaire(s) (and any follow-up questions and any refreshed questionnaire(s)) issued by the Fund or EVM or any of its affiliates in relation to the relevant services and submitted by or on behalf of EQ from time to time; provided that such information and documents provided do not include detailed information relating to EQ internal workings, EQ systems and EQ vulnerabilities which could give rise to a security threat or risk for EQ.”

1.6

The first sentence of paragraph 9(b) shall be amended as follows:

“The Fund will indemnify EQ against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit not resulting from EQ’s breach of this Agreement (save where such breach is directly caused by EQ acting in accordance with the Fund’s instructions) and/or the bad faith or negligence of EQ, arising out of, or in connection with, its duties on behalf of the Fund hereunder.”

1.7

Paragraph 9(g) shall be amended from:

“(g) IN NO EVENT SHALL EQ HAVE ANY LIABILITY FOR ANY INCIDENTAL, SPECIAL, STATUTORY, INDIRECT OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR COSTS OF COVER.”

 

To:

“(g) EXCEPT IN CONNECTION WITH THE INDEMNIFICATION OBLIGATIONS HEREIN, NEITHER EQ NOR THE FUND SHALL HAVE ANY LIABILITY FOR ANY INCIDENTAL, SPECIAL, STATUTORY, INDIRECT OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, OR COSTS OF COVER.”

1.8

A new paragraph 10(f) shall be inserted immediately following paragraph 10(e), and shall read as follows:

“Notwithstanding anything to the contrary in this Agreement, the Fund may, on 30 days’ written notice or shorter timeframe requested by a relevant regulator, terminate this Agreement, without any penalty or termination fee or any other liability, in the event any regulator so requires pursuant to a written order, memorandum, or agreement.”

1.9

A new paragraph 11(d) shall be inserted immediately following paragraph 11(c) and shall read as follows:

“EQ shall make all the Fund’s confidential information or records in EQ’s possession (including those on electronic systems) available to the Fund upon request, in accordance with this Agreement.”

1.10

A new paragraph 11(e) shall be inserted immediately following paragraph 11(d) and shall read as follows:

“EQ shall not use any of the Fund’s information for any purpose other than in connection with this Agreement.”

1.11

The words “(as defined in the 1940 Act)” shall be deleted from paragraph 12(b).

1.12

Paragraph 12(c) shall be deleted in its entirety and replaced with the following:

“(c) EQ may not subcontract any of its obligations under this Agreement or any statement of work to any Material Subcontractor without Fund’s and/or EVM’s express prior written consent (which must be requested by email to TPPM_Alerts@morganstanley.com and not to be unreasonably withheld or delayed); provided, however, that EQ is hereby authorized to continue using such Material Subcontractors engaged as of the date hereof as listed in Annex 1. Without prejudice to the foregoing, EQ shall: (a) enter into a written contract with all subcontractors requiring such subcontractors to comply with all relevant terms of this Agreement; and (ii) remain fully liable for the acts and omissions of all subcontractors (including all Material Subcontractors) as if performed by EQ. “Material Subcontractor” means any subcontractor of EQ that: (i) may have physical or logical access to any of Fund’s confidential information, or responsibility for the security of any of Fund’s confidential information or any system; (ii) is significantly relied on by EQ, meaning that interruption or discontinuance of service by such subcontractor could cause the provision of the services to be materially disrupted or degraded; and/or (iii) provides a service, feature or functionality that is client-facing or public-facing. Notwithstanding the foregoing, Fund hereby consents to EQ’s use of cloud data hosting services provided by recognized cloud service providers for data hosting, infrastructure, back-up, resiliency and disaster recovery purposes (including but not limited to Microsoft Azure and/or Amazon Web Services).”

1.13

A new paragraph 12(d) shall be inserted immediately following paragraph 12(c) and shall read as follows:

“12(d) Notwithstanding anything to the contrary in this Agreement, the Fund may assign its rights and/or obligations under this Agreement, in whole or in part, to any of its affiliates upon written notice to EQ, provided that such affiliates shall satisfy EQ’s “know-your-customer” requirements.”

1.14

A new paragraph 20 shall be inserted immediately following paragraph 19, and shall read as follows:

“20. Security Standards

“20.1 Compliance with Disaster Recovery Plan. EQ shall, throughout the Term, maintain and comply with the Disaster Recovery Plan. EQ shall ensure that the Disaster Recovery Plan is designed, in accordance with appropriate industry standards (for a supplier to the financial services sector), to ensure the continuity of provision of the Services, without any material interruption or deterioration, notwithstanding the occurrence of any crisis and, in the event of any interruption to such continuity, shall ensure service provision is restored in a time period that shall not materially adversely affect the ongoing operation of Fund’s business to which the Services relate. EQ shall ensure its operations are maintained in a state of readiness such that the Disaster Recovery Plan can be immediately invoked in the event of a crisis, in which event EQ shall do so and promptly notify the Fund that it has done so. In implementing the Disaster Recovery Plan, EQ shall allocate its efforts and resources no less favourably to the Fund than it allocates to any of its other customers.

20.2 Updates to Security Standards and Disaster Recovery Plan. EQ shall maintain the Security Standards and Disaster Recovery Plan to reflect developments in applicable laws. All changes (which either party may propose) to the Security Standards (and regardless of the reason for such changes) shall be subject to notification to, and approval by, the other party, except that the Fund’s or EVM’s approval shall not be needed to the extent any change is mandated by applicable Laws or does not degrade or compromise the robustness of the security or business continuity measures offered and does not require the upgrading or reconfiguration of any system or process of the Fund, EVM or any of its affiliates. In all other situations, the parties shall use their best endeavours, acting in good faith, to agree the relevant change and a timeframe for implementation. If agreement cannot be reached but the party proposing the change is unwilling to continue with the then-current Security Standards or Disaster Recovery Plan (as the case may be), without such change being made, and failing to make such change could give rise to a security threat or risk, then the Fund may terminate this Agreement and/or any applicable order (in whole or in part), without any penalty or termination fee or any other liability, on written notice to EQ, such termination to take effect: (i) if the change was proposed by EQ, on the date such change is implemented (of which EQ shall provide not less than 90 days’ written notice); or (ii) if the change was proposed by the Fund or EVM, on 30 days’ written notice (or shorter timeframe as may be required commensurate with the threat presented). Upon any such termination, EQ shall promptly refund to the Fund all amounts pre-paid, and cancel any invoice, in respect of the terminated Services that relate to the period beyond the effective date of termination.”

1.15

A new paragraph 21 shall be inserted immediately following paragraph 20, and shall read as follows:

“21. Security Breach Notification. EQ agrees that it shall promptly notify the Fund and EVM in writing and via email to cybernotification@morganstanley.com of any Security Breach of which it becomes aware (and such notification shall contain all material details of the Security Breach, an estimate of the effects on the Fund and specify corrective action already taken, or proposed to be taken, by EQ). “Security Breach” means that (irrespective of cause: (i) the Fund’s confidential information has been lost, misplaced, disclosed to or accessed by an unauthorized party; and/or (ii) there has been any non-compliance with the Security Standards which could reasonably be expected to allow unauthorized access to Fund’s and/or EVM’s Confidential Information.”

1.16

A new paragraph 22 shall be inserted immediately following paragraph 21, and shall read as follows:

“22. Insurance. EQ agrees that it shall throughout the term of his Agreement, obtain and maintain in full force and effect, cyber insurance for a minimum coverage of $10 million (USD) per occurrence and in the aggregate.”

1.17

Exhibits 2 (Security Standards) and 3 (Data Protection), as appended to this Amendment, shall be inserted immediately after Exhibit 1 of the Agreement.

1.18

Except as expressly varied by this Amendment, the Agreement shall continue in full force and effect in accordance with its terms.

2.

GENERAL

2.1

Other than each of Fund’s affiliates, any party that is not a party to this Amendment shall not be entitled to any benefit from or to enforce any benefit under this Amendment.

2.2

This Amendment shall be governed by, and construed in accordance with, the governing law specified in the Agreement and any dispute arising from or in connection with this Amendment shall be subject to the dispute resolution provisions set out in the Agreement.

 

This Amendment has been entered into by signature of the parties’ respective duly authorized representatives below:

Signed for and on behalf of Each of the Funds listed on Exhibit 1, severally and not jointly by:   /s/ James F. Kirchner (signature) …………………………………………… James F. Kirchner, Treasurer   …………………………………………… October 13, 2023

) ) )

Signed for and on behalf of EQUINITI TRUST COMPANY, LLC by:   /s/ Carlos Pinto (signature) …………………………………………… Carlos Pinto, Senior Vice President, Director Relationship Management   …………………………………………… October 13, 2023

APPENDIX 1

EXHIBIT 2

SECURITY STANDARDS

Control	Requirements
1.    Encryption Algorithms	EQ must encrypt the Fund’s and EVM’s confidential information in transit and at rest, using one or more of the following approved protocols and cryptographic algorithms: Encryption in transit: TLS 1.2 or above, IPSec, SSHv2. Encryption at rest: Symmetric Encryption using AES128, AES192, or AES256 in the CBC, CFB, OFB, CTR, XTS or GCM block cipher modes. Implementation notes: If public key is used, it must be RSA-2048, RSA-3072, or RSA-4096. If digital signature is used, it must be DSA-2048, DSA-3072, RSA-2048, RSA-3072, RSA-4096, ECDSA-224, ECDSA-256, ECDSA-384 or ECDSA-521. If hashing algorithm is used, it must be SHA-256, SHA-384, SHA-512, SHA-512/256, SHA3-256, SHA3-384 or SHA3-512. If key derivation function is used, it must be Argon2, PBKDF2, scrypt, or bcrypt.
2.     Application Level Encryption	EQ must use application level encryption to encrypt the Fund’s and EVM’s confidential information at rest (rather than, e.g., self-encrypting drives, volume encryption or database encryption).
3.     Key Management	EQ must ensure that: ·         all encryption keys used in conjunction with the Fund’s and EVM’s confidential information as stored and processed in any Public Cloud environment are dedicated to the Fund and EVM (and not used in conjunction with data of any other customer of EQ); ·         all such encryption keys must be rotated at least once every two years; and ·         all such encryption keys must be stored in a designated vault or key management service, following industry best practices (e.g. NIST 800-57, FIPS140-2 level 2).
4.     Authentication	EQ must use only one or more of the following methods for authenticating Fund’s or EVM’s personnel or other authorized users attempting to access the Services: ·         SAML / OIDC SSO ·         Strong Password + source IP validation
5.     Privileged Access	EQ must ensure that administrator privilege access by EQ personnel to the Fund’s or EVM’s account(s) with EQ (i.e. ability of a user to modify asset configuration or controls (e.g. access management, logging etc.) beyond normal daily business use) is provided just in time, as needed, instead of persistently available.
Control	Requirements
6.     Access Privilege Management	EQ must ensure that access privileges of all EQ personnel accessing the Fund’s or EVM’s account(s) with EQ are assigned on a ‘need-to-know’ basis (i.e. users granted minimum access rights that are strictly required to execute their duties) and, in all cases, are reviewed regularly and promptly modified or withdrawn (whenever appropriate).
7.     Password Updating	EQ must ensure that: (i) EQ personnel accessing the Fund’s or EVM’s account(s) with EQ are regularly required to update their passwords; and (ii) the Fund’s or EVM’s personnel or other authorized users attempting to access the Services are regularly required to update their passwords.

 

8.     User activity logs	EQ must ensure that all activities by EQ personnel accessing the Fund’s or EVM’s account(s) with EQ are logged (such that the individual users who performed them are identifiable), that such logs are monitored, are secured to prevent unauthorized modification or deletion and retained for a period commensurate with the criticality of the operations concerned (without prejudice to EQ’s record retention obligations under the Agreement).
9.     Patch Management	EQ must ensure that the latest available security updates and patches to all software used in the provision and/or support of the Services are promptly applied.
10. Anti-Virus Software	EQ must: (i) continuously screen the Services using a leading, commercially available software security program to detect the presence of any Virus and, upon detection, immediately eradicate or quarantine such Virus; and (ii) ensure that the Services do not contain any code or protocol that would: (a) permit the gaining of unauthorized access to, or surreptitious monitoring of the use or operation of, the Services or any System; or (b) disable or impair the Services or any System, in any way, based on the elapsing of a period of time, the exceeding of an authorized number of copies or scope of use or the advancement to a particular date or other numeral.
11. Firewall	EQ must ensure that a firewall is maintained in defence of all internet-facing systems used in the provision and/or support of the Services.

 

 

 

 

 

APPENDIX B

EXHIBIT 3

DATA PROTECTION

1.

General Privacy and Data Protection

1.1

In this Agreement, the term “processing” shall have the meaning ascribed to it under applicable privacy and data protection laws, and the terms “process” and “processed” shall be construed accordingly.

1.2

EQ represents and warrants that:

(a)

it shall process, use, maintain and disclose Personal Information only as necessary for the specific purpose for which that Personal Information was disclosed to it and only in accordance with the express instructions of the Fund, EVM and this Agreement, and it shall take steps to ensure that any natural person acting under its authority who has access to Personal Information does not process them except on instruction from the Fund or EVM, unless he or she is required to do so by applicable privacy and data protection laws;

(b)

it shall, and shall procure that each of its subcontractors shall, put in place appropriate technical, physical, administrative and organisational measures against unauthorised or unlawful processing of Personal Information and against accidental destruction or loss of, or damage to, Personal Information processed pursuant to this Agreement, taking into account the nature, scope, context and purposes of processing, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons. Such measures shall include but are not limited to the following:

(i)

the pseudonymisation and encryption of Personal Information;

(ii)

the ability to ensure the ongoing confidentiality, integrity, availability and resilience of the Services;

(iii)

the ability to restore the availability and access to Personal Information in a timely manner in the event of a physical or technical incident;

(iv)

implementing a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing. In the event any of EQ’s security measures are found to be inadequate by the Fund or EVM, EQ shall take steps to remedy such inadequacy upon the Fund’s or EVM’s request; and

(v)

the requirements regarding business continuity and data security as set forth in this Agreement;

(c)

it shall promptly and without undue delay (and in any event within 24 hours) notify the Fund and EVM in writing if it becomes aware of: (i) any accidental or unauthorised access, unlawful processing, accidental destruction or loss of, or damage to any Personal Information; (ii) any disclosure of any Personal Information to it or its personnel where the purpose of such disclosure is not known; (iii) any request for disclosure or inquiry regarding Personal Information from a third party; (iv) any breach by EQ of this Exhibit and (v) any change in applicable law that is likely to have a substantial adverse effect on EQ’s ability to comply with this Exhibit;

(d)

if it learns or has reason to believe there has been any unauthorized access to or acquisition of Personal Information and if the law requires that EQ notify, or EQ voluntarily intends to notify, the individuals whose Personal Information was accessed or acquired, EQ shall not, except to the extent prohibited by mandatory applicable privacy and data protection laws, notify any such individual until EQ first consults with the Fund and EVM, and the Fund and EVM has had an opportunity to review the notification EQ proposes to issue to individuals and given its express written consent to the same;

(e)

it shall cooperate with the Fund and EVM and the relevant supervisory authority in the event of litigation or a regulatory inquiry concerning Personal Information and shall abide by the advice of the relevant supervisory authority with regard to the processing of such Personal Information;

(f)

it shall comply with all laws, regulations and guidance concerning Personal Information which apply to EQ and/or EQ personnel and it shall enter into further agreements as requested by the Fund or EVM which are required to comply with laws applicable to the Fund and EVM or EQ from time to time;

(g)

it shall assist the Fund and EVM in ensuring compliance with its obligations under applicable privacy and data protection laws, including in relation to conducting privacy impact assessments, and participating in any consultation with the relevant supervisory authority where requested and it shall take such steps necessary to mitigate any risks identified as a result of such consultation as instructed by the Fund or EVM to ensure compliance with applicable privacy and data protection laws, prior to any processing of any Personal Information;

(h)

it shall maintain complete and accurate records of, and adequate supporting documents in relation to, its provision of the services and provide the Fund, EVM and/or its authorized representative with full access to such records, supporting documents and information necessary to demonstrate compliance with applicable privacy and data protection laws and with this Exhibit;

(i)

it has not received any requests or orders, whether on a voluntary or mandatory basis, from any authority, agency, body or department for any access to or acquisition of Personal Information provided to EQ and/or any of its subcontractors by or on behalf of the Fund or EVM, or otherwise accessed or acquired by EQ or any of its subcontractors in connection with the provision of services, nor is it aware of any such request or order pending from any such authority, agency, body or department;

(j)

it shall promptly notify, co-operate and assist (with appropriate technical and organizational measures) the Fund and EVM, fully and in a timely manner, to enable the Fund, EVM and/or its affiliates to assess and respond to any requests of individuals wishing to exercise their rights under applicable privacy and data protection laws;

(k)

it shall not provide access to any Personal Information to any authority, agency, body or department, whether on a voluntary or mandatory basis, in breach of the relevant individuals’ rights of privacy and data protection under applicable privacy and data protection laws or this Agreement, unless such access is required under applicable privacy and data protection laws;

(l)

in the event that EQ and/or any of its subcontractors is requested or ordered to provide access to Personal Information to any authority, agency, body or department, or EQ and/or any of its subcontractors has any reason to believe that any such request or order has been or may be made to EQ and/or any of its subcontractors during the Term, EQ shall:

(i)

as promptly as practicable (and not later than 24 hours or such shorter period required under applicable law after receipt of such request) notify the Fund and EVM in writing and, upon request, suspend or cease processing, and ensure that its subcontractors suspend or cease processing, any further Personal Information provided to EQ and/or any of its subcontractors by or on behalf of the Fund and EVM or otherwise accessed or acquired in connection with the provision of Services with immediate effect and without penalty or termination fee or other liability;

(ii)

review, under applicable laws, the legality of such request or order before responding and providing access to Personal Information to the authority, agency, body or department making such request or order;

(iii)

challenge such request or order if, after review, it concludes that there are grounds under applicable laws to do so, inter alia seeking interim measures to suspend the effects of such request or order; and

(iv)

provide the minimum amount of Personal Information permissible and necessary for the purposes when responding to such request or order;

(m)

notwithstanding the foregoing, to the extent any Personal Information is disclosed by EQ to any authority, agency, body or department, whether on a voluntary or mandatory basis, EQ shall be deemed to be the controller (as defined under applicable data protection and privacy laws) of such Personal Information and accordingly shall be responsible for compliance with the obligations imposed on controllers by such laws in respect of EQ’s processing of such Personal Information; and

(n)

it has no reason to believe that any applicable laws would prevent it from fulfilling the Fund’s or EVM’s instructions in relation to the processing of Personal Information, as specified under this Agreement and any applicable statement of work. EQ shall immediately (and not later than 48 hours after receiving such instruction) inform the Fund and EVM if, in its reasonable opinion, an instruction relating to such statement of work infringes applicable privacy and data protection laws. In such circumstances, and not later than 48 hours after receiving such instruction, EQ shall provide the Fund and EVM in writing the rationale for determining that an instruction relating to such Statement of Work infringes applicable privacy and data protection laws.

2.

Cross-Border Transfers

2.1

EQ warrants and undertakes that it shall, and shall procure that each of its subcontractors shall, not cause or permit personal data to be transferred or otherwise processed outside of the countries specified in this Agreement without the Fund’s or EVM’s express prior written consent and otherwise in accordance with paragraph 2.2.

2.2

In the event of any cross border transfer of personal data approved by the Fund or EVM under paragraph 2.1, to the extent that any transfer is outside of a jurisdiction deemed to have an adequate level of protection for personal data by competent data protection authorities or other competent regulator, including the European Economic Area (“EEA”), Andorra, Argentina, Canada, Faroe Islands, Guernsey, Israel, Isle of Man, Jersey, Japan, New Zealand, Switzerland, Uruguay and such other countries notified in writing by the Fund or EVM from time to time (“Adequate Countries”), the respective parties shall be bound by the following transfer mechanisms: (i) in the context of transfers from the EEA and/or the United Kingdom (“UK”), the Standard Contractual Clauses pursuant to the Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 (“GDPR”) of the European Parliament and of the Council, as may be amended, updated or replaced from time to time (“Standard Contractual Clauses”), including Module Two – Transfer controller to processor (“Processor SCCs”); and/or (ii) in the context of transfers from other jurisdictions, the data transfer agreement as available at www.morganstanley.com/privacy-pledge, as may be amended, updated or replaced from time to time (“Equivalent Processor DTA”). The information required to complete the Processor SCCs and/or Equivalent Processor DTA as detailed in the applicable statement of work is incorporated by reference and applies to the parties as if it were set out herein in full.

2.3

In the event that the Processor SCCs and/or Equivalent Processor DTA are at any time no longer deemed to provide adequate protection to personal data transferred, or in the event other jurisdictions require the implementation of transfer mechanisms, the parties shall adopt such alternative or new data transfer solution to replace the Processor SCCs and/or Equivalent Processor DTA as is required by the Fund or EVM to comply with its legal and/or regulatory requirements. For the avoidance of doubt, the Fund or EVM shall have no liability to EQ in respect of EQ’s refusal to adopt such alternative or new data transfer solution.

2.4

If EQ operates as a data controller as defined under applicable privacy and data protection laws, in the event of any cross border transfer of personal data outside the Adequate Countries, the respective parties shall be bound by the following transfer mechanisms: (i) in the context of transfers from the EEA, the Standard Contractual Clauses including Module One – Transfer controller to controller (“Controller SCCs”); and/or (ii) in the context of transfers from other jurisdictions, the data transfer agreement as available at www.morganstanley.com/privacy-pledge, as may be amended, updated or replaced from time to time (“Equivalent Controller DTA”). The information required to complete the Controller SCCs and/or Equivalent Controller DTA as detailed in the applicable statement of work is incorporated by reference and applies to the parties as if it were set out herein in full.

2.5

Unless otherwise specifically addressed in this Agreement, references to the European Union (“EU”) or the EEA in this Agreement and the Standard Contractual Clauses includes the UK, even though it is no longer a member state of the EU.

 

APPENDIX C- Material Subcontractors

 

Subcontractor	Services Provided	Location of Processing
Sungard availability Services, LP	Data centre -colocation and hosting	United States
Avenu Inights & Analytics, LLC	Escheatment Services	United States
Iron Mountain	Data Tape/Document Storage & Shredding Services	United States

Exhibit 1

LIST OF FUNDS

 

EATON VANCE CALIFORNIA MUNICIPAL BOND FUND

EATON VANCE CALIFORNIA MUNICIPAL INCOME TRUST

EATON VANCE ENHANCED EQUITY INCOME FUND

EATON VANCE ENHANCED EQUITY INCOME FUND II

EATON VANCE FLOATING-RATE INCOME TRUST

EATON VANCE LIMITED DURATION INCOME FUND

EATON VANCE MUNICIPAL BOND FUND

EATON VANCE MUNICIPAL INCOME 2028 TERM TRUST

EATON VANCE MUNICIPAL INCOME TRUST

EATON VANCE NATIONAL MUNICIPAL OPPORTUNITIES TRUST

EATON VANCE NEW YORK MUNICIPAL BOND FUND

EATON VANCE RISK-MANAGED DIVERSIFIED EQUITY INCOME FUND

EATON VANCE SENIOR FLOATING-RATE TRUST

EATON VANCE SENIOR INCOME TRUST

EATON VANCE SHORT DURATION DIVERSIFIED INCOME FUND

EATON VANCE TAX-ADVANTAGED DIVIDEND INCOME FUND

EATON VANCE TAX-ADVANTAGED GLOBAL DIVIDEND INCOME FUND

EATON VANCE TAX-ADVANTAGED GLOBAL DIVIDEND OPPORTUNITIES FUND

EATON VANCE TAX-MANAGED BUY-WRITE INCOME FUND

EATON VANCE TAX-MANAGED BUY-WRITE OPPORTUNITIES FUND

EATON VANCE TAX-MANAGED BUY-WRITE STRATEGY FUND

EATON VANCE TAX-MANAGED DIVERSIFIED EQUITY INCOME FUND

EATON VANCE TAX-MANAGED GLOBAL BUY-WRITE OPPORTUNITIES FUND

EATON VANCE TAX-MANAGED GLOBAL DIVERSIFIED EQUITY INCOME FUND

Dated: October 13, 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 13, 2023:

 

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 S. Di Lorenzo
	Nicholas S. Di Lorenzo
	Secretary

 

 

 

 

 

 

 

Dated: January 2, 2024

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)

 

 

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	333-269206
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	333-270448
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/ Kenneth A. Topping
Kenneth A. Topping	President and Principal Executive Officer of EFT, EVN, EOT, EFR and EVF	December 12, 2023
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	December 12, 2023
/s/ James F. Kirchner
James F. Kirchner	Treasurer and Principal Financial and Accounting Officer	December 12, 2023

 

 

Signature	Title	Date
/s/ Alan C. Bowser Alan C. Bowser	Trustee	December 12, 2023
/s/ Mark R. Fetting Mark R. Fetting	Trustee	December 12, 2023
/s/ Cynthia E. Frost Cynthia E. Frost	Trustee	December 12, 2023
/s/ George J. Gorman George J. Gorman	Trustee	December 12, 2023
/s/ Valerie A. Mosley Valerie A. Mosley	Trustee	December 12, 2023
/s/ Anchal Pachnanda Anchal Pachnanda	Trustee	December 12, 2023
/s/ Keith Quinton Keith Quinton	Trustee	December 12, 2023
/s/ Marcus L. Smith Marcus L. Smith	Trustee	December 12, 2023
/s/ Susan J. Sutherland Susan J. Sutherland	Trustee	December 12, 2023
/s/ Scott E. Wennerholm Scott E. Wennerholm	Trustee	December 12, 2023
/s/ Nancy A. Wiser Nancy A. Wiser	Trustee	December 12, 2023

 

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