1933 ACT FILE NO. 333-68719
1940 ACT FILE NO. 811-09141
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 /X/
PRE-EFFECTIVE AMENDMENT NO. / /
POST-EFFECTIVE AMENDMENT NO. 1 /X/
AND/OR
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 /X/
AMENDMENT NO. 3 /X/
(CHECK APPROPRIATE BOX OR BOXES)
EATON VANCE MUNICIPAL INCOME TRUST
----------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
24 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
----------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(617) 482-8260
--------------
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
ALAN R. DYNNER
24 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
----------------------------------------------
(NAME AND ADDRESS OF AGENT FOR SERVICE)
-------------
COPY TO:
MARK P. GOSHKO, ESQ. THOMAS A. HALE, ESQ.
KIRKPATRICK & LOCKHART LLP SKADDEN, ARPS, SLATE, MEAGHER
ONE INTERNATIONAL PLACE & FLOM LLP (ILLINOIS)
BOSTON, MASSACHUSETTS 02110 333 WACKER DRIVE
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 333-68719.
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, other than securities offered in connection with a dividend reinvestment
plan, check the following box. / /
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
- -----------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM
PROPOSED
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES BEING OFFERING PRICE OFFERING REGISTRATION
BEING REGISTERED REGISTERED(2) PER UNIT(1) PRICE(1)(2) FEE(1)(2)
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------
Common Shares of Beneficial Interest 16,100,000 $15.00 $241,500,000 $67,137
- -----------------------------------------------------------------------------------------------------------------
*$63,801 has been previously paid.
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Includes 2,100,000 shares which may be offered by the Underwriters pursuant
to an option to cover over-allotments.
</TABLE>
<PAGE>
EATON VANCE MUNICIPAL INCOME TRUST
CROSS REFERENCE SHEET
ITEMS REQUIRED BY FORM N-2
<TABLE>
<CAPTION>
PART A
ITEM NO. ITEM CAPTION PROSPECTUS CAPTION
- -------- ------------ ------------------
<S> <C> <C>
1..................... Outside Front Cover Front Cover Page
2..................... Inside Front and Outside Back Cover Page Front and Back Cover Page
3..................... Fee Table and Synopsis Prospectus Summary; Trust Expenses
4..................... Financial Highlights Not Applicable
5..................... Plan of Distribution Front Cover Page; Prospectus Summary;
Underwriting; Dividend Reinvestment
Plan
6..................... Selling Shareholders Not Applicable
7..................... Use of Proceeds Use of Proceeds; Investment Objective,
Policies and Risks
8..................... General Description of the Registrant Management of the Trust; Investment
Objective, Policies and Risks; Description
of Capital Structure
9..................... Management Management of the Trust; Shareholder Servicing
Agent, Custodian and Transfer Agent
10...................... Capital Stock, Long-Term Debt, Distributions and Taxes; Dividend
and Other Securities Reinvestment Plan; Description of Capital
Structure
11...................... Defaults and Arrears on Senior Not Applicable
Securities
12...................... Legal Proceedings Not Applicable
13...................... Table of Contents of the Table of Contents of the
Statement of Additional Statement of Additional
Information Information
PART B STATEMENT OF
ITEM NO. ITEM CAPTION ADDITIONAL INFORMATION CAPTION
14...................... Cover Page Cover Page
15...................... Table of Contents Table of Contents
16...................... General Information and History Not Applicable
17...................... Investment Objective and Additional Investment Information and
Policies Restrictions
18...................... Management Trustees and Officers;
Investment Advisory and
Other Services
19...................... Control Persons and Principal Other Information
Holders of Securities
20...................... Investment Advisory and Other Investment Advisory and Other
Services Services
21...................... Brokerage Allocation and Other Portfolio Trading
Practices
22...................... Tax Status Taxes
23...................... Financial Statements Financial Statements
</TABLE>
<PAGE>
NOTE: This Registration Statement is being filed by the Eaton Vance
Municipal 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 contents of the Registrant's Registration Statement
on Form N-2 and all amendments thereto (File No. 333-68719)
declared effective on January 26, 1999 by the Securities and
Exchange commission (the "Commission") including each of the
documents filed by the Registrant with the Commission therein.
<PAGE>
EATON VANCE MUNICIPAL INCOME TRUST
PART C
OTHER INFORMATION
NOTICE
A copy of the Agreement and Declaration of Trust of Eaton Vance Municipal 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, 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 Commonwealth of
Massachusetts, on the 27th day of January, 1999.
EATON VANCE MUNICIPAL INCOME TRUST
By: Thomas J. Fetter*
------------------------------
Thomas J. Fetter, President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
President (Chief Executive
Thomas J. Fetter* Officer) January 27, 1999
- --------------------------
Thomas J. Fetter
Treasurer (Principal
James L. O'Connor* Financial and Accounting January 27, 1999
- -------------------------- Officer)
James L. O'Connor
Jessica M. Bibliowicz* Trustee January 27, 1999
- --------------------------
Jessica M. Bibliowicz
Donald R. Dwight* Trustee January 27, 1999
- --------------------------
Donald R. Dwight
James B. Hawkes* Trustee January 27, 1999
- --------------------------
James B. Hawkes
Samuel L. Hayes, III* Trustee January 27, 1999
- ---------------------------
Samuel L. Hayes, III
Norton H. Reamer* Trustee January 27, 1999
- --------------------------
Norton H. Reamer
Lynn A. Stout* Trustee January 27, 1999
- --------------------------
Lynn A. Stout
Jack L. Treynor* Trustee January 27, 1999
- --------------------------
Jack L. Treynor
*By:/s/Alan S. Dynner
---------------------------------------
Alan R. Dynner (As attorney-in-fact)
<PAGE>
EXHIBIT INDEX
EXHIBITS DESCRIPTION
- -------- -----------
(l)(1) Opinion and consent of Kirkpatrick & Lockhart LLP as to the
Registrant's Common Shares filed herewith.
KIRKPATRICK & LOCKHART LLP
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110
(617) 261-3100
MARK P. GOSHKO
(617) 261-3163
[email protected]
January 27, 1999
Eaton Vance Municipal Income Trust
24 Federal Street
Boston, MA 02110
Dear Sirs:
This opinion is furnished in connection with the registration by Eaton
Vance Municipal Income Trust, a business trust organized under the laws of the
Commonwealth of Massachusetts ("Fund"), of 800,000 shares of beneficial
interest, par value $.01 per share ("Shares"), under the Securities Act of 1933,
as amended, pursuant to a registration statement on Form N-2 (File No.
333-68719), 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 common stock 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
