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August 11, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: Rule 24f-2 Notice for
Eaton Vance High Income Trust
1933 Act File No. 33-3795
1940 Act File No. 811-4607
In accordance with the provisions of Rule 24f-2 under the Investment
Company Act of 1940, Eaton Vance High Income Trust hereby files its Rule 24f-2
Notice.
(i) This Rule 24f-2 Notice is being filed for the period from April
1, 1995 to July 31, 1995 ("Fiscal Period"). It is the intent of the Trust to
cease operations effective July 31, 1995, therefore this Notice serves to
terminate the Trust's election under Rule 24f-2.
(ii) No shares of the Trust which have been registered under the
Securities Act of 1933 (other than pursuant to Rule 24f-2) remained unsold at
the beginning of the Fiscal Period.
(iii) No shares of the Trust were registered during the Fiscal Period,
other than pursuant to Rule 24f-2.
(iv) 8,073,098 shares of the Trust were sold during the Fiscal Period.
(v) 8,073,098 shares of the Trust were sold during the Fiscal Period
in reliance upon the Declaration of the Trust pursuant to Rule 24f-2 which
registered an indefinite amount of securities. Attached to this Rule 24f-2
Notice, and made part hereof, is an opinion of counsel indicating that the
securities, the registration of which the Notice makes definite in number, were
legally issued, fully paid, and non-assessable by the Trust.
In accordance with subsection (c) of Rule 24f-2, $6,024.84 has been
wired to the SEC account at Mellon Bank, which represents the registration fee.
Such fee is based upon the actual aggregate sale price for which such securities
were sold during the Fiscal Period, reduced by the actual aggregate redemption
price of the shares redeemed by the Trust during the Fiscal Period.
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Rule 24f-2 Notice for Page 2
Eaton Vance High Income Trust
1933 Act File No. 33-3795
1940 Act File No. 811-4607
Aggregate Sale Price for Shares $ 58,168,227
Sold During Fiscal Period Pusuant to
Rule 24f-2.
Reduced by the Difference Between
(1) Aggregate Redemption Price of
Shares Redeemed During the
Fiscal Period $ 40,696,191
and
(2) Aggregate Redemption Price of
Redeemed Shares Previously
Applied by Fund Pursuant to
Rule 24e-2(a) in Filings Made
Pursuant to Section 24(e)(1) of
Investment Company Act of 1940 $ 0.00
Equals $17,472,036
Any questions regarding the matter should by addressed to James A.
Thebado, Eaton Vance Management, 24 Federal Street, Boston, Massachusetts 02110.
Sincerely,
Eaton Vance Management
/S/ Barbara E. Campbell
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Barbara E. Campbell
Assistant Vice President
<PAGE>
OPINION OF COUNSEL
August 11, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: Rule 24f-2 Notice for
Eaton Vance High Income Trust
1933 Act File No. 33-3795
1940 Act File no. 811-4607
Gentlemen:
In connection with the filing of a Notice pursuant to Rule 24f-2 under
the Investment Company Act of 1940, as amended, making definite the registration
under the Securities Act of 1933 of 8,073,098 shares of the Trust sold in
reliance upon said Rule 24f-2 during the fiscal period from April 1, 1995 to
July 31, 1995, it is the opinion of the undersigned that such shares were
legally issued, fully paid and nonassessable.
Sincerely,
Eaton Vance Management
/S/ H. Day Brigham, Jr.
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H. Day Brigham, Jr.
Vice President and
Chairman of the Management
Committee
Member of Massachusetts and
New York Bars
