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Eaton Vance Management

Two International Place

Suite 1400

Boston, MA 02110

617 482 8260

eatonvance.com

February 5, 2021

VIA EDGAR

Christian T. Sandoe

Lisa N. Larkin

U.S. Securities and Exchange Commission
(“SEC”)

100 F Street, NE

Washington, DC 20549

	Re:	Proxy Filings for Eaton Vance
Floating-Rate Income Trust (the “Registrant” or the “Fund”)

Dear Mr. Sandoe and Ms. Larkin,

This letter responds to the comment that
you provided to the undersigned and Jill Damon via telephone on February 2, 2021 in connection with the Staff’s review of
the Fund’s preliminary and definitive proxy statements on Schedule 14A pursuant to Section 14(a) of the Securities Exchange
Act of 1934, as amended (the “1934 Act”). We have reproduced your comment below and immediately thereafter provided
the Fund’s response.

Comment: Eaton Vance Floating-Rate Income
Trust has adopted a control share acquisition provision in its by-laws that does not follow any statute that applies to it as a
Massachusetts business trust, and includes different thresholds than those included in the Massachusetts statute applicable to
corporations.  Please explain how the Fund’s control share acquisition bylaws are consistent with the Staff’s
announcement in 2020 withdrawing the Boulder no action letter and with the voting requirements under Section 15 of the Investment
Company Act of 1940.

Response: As discussed more fully below, the Registrant believes
that the control share acquisition provisions in its by-laws (“CSA Bylaws”) are fully consistent with both the letter
and the spirit of Section 18(i) of the Investment Company Act of 1940 (“1940 Act”). There is no legal basis under the
1940 Act to limit closed-end funds’ use of voting-related takeover defenses such as the CSA Bylaws. Neither the plain language
of Section 18(i) nor a review of relevant case law or the 1940 Act’s underlying purposes warrant such a limitation on the
discretion of fund trustees. The Boulder no action letter (the “Boulder letter”), which as discussed
below we believe incorrectly interpreted Section 18(i), has been withdrawn. While the SEC Staff’s May 27, 2020 statement
(the “Staff Statement”) withdrawing the Boulder letter does not expressly address funds adopting control share
acquisition (“CSA”) bylaw provisions as opposed to opting in to a state statute, we presume that is because the Boulder
letter itself involved the interplay of Section 18(i) and the Maryland Control Share Acquisition Act (the “MCSAA”)
(as opposed to the interplay of Section 18(i) and CSA provisions adopted outside of a state statute). In our view, the Staff Statement
was not intended to, and should not, stand for the proposition that a closed-end fund’s adoption of control share acquisition
provisions is consistent with

Section 18(i) only if the provisions are incorporated in a state
statute. The Staff Statement effectively provides affirmative assurance that opting in to a state CSA statute does not violate
Section 18(i) of the 1940 Act. While the Staff Statement does not expressly address whether a board could adopt CSA provisions
for a fund organized in a jurisdiction without an applicable state CSA statute, it also does not suggest that doing so would be
problematic. Indeed, there is no logical distinction under Section 18(i) between concentrated shareholder voting limitations implemented
by means of a board voluntarily opting in to an applicable state statute1
and CSA provisions adopted by a board outside of a state statute – both represent volitional acts of a fund’s board,
and both have the identical effect on the voting rights of concentrated shareholders. Thus, in the Registrant’s view, the
critical question is not whether provisions such as the CSA Bylaws were specifically addressed in the Staff Statement, but rather
whether the CSA Bylaws are consistent with Section 18(i) – and for the reasons set forth below, the Registrant firmly believes
that to be the case.

Further, as discussed more fully below, the Registrant believes
that excluding from voting calculations shares acquired in control share acquisitions for which the shareholder’s voting
rights have not been authorized by other shareholders is fully consistent with Section 15 of the 1940 Act, and that it would be
inconsistent with the plain language of Section 2(a)(42) of the 1940 Act to include shares that do not presently entitle their
owner to vote to be counted for purposes of matters subject to the voting calculation specified in that same section. Finally,
the Registrant submits that, in the absence of an applicable CSA statute, it is within the Board’s discretion to establish
the specific terms of CSA Bylaws that it believes to be in the Fund’s best interest, that the one tenth threshold set forth
in CSA Bylaws is reasonable and consistent with other state control share acquisition statutes, such as the MCSAA, and that this
variance from the thresholds set forth in Chapter 110D has no bearing on the CSA Bylaws’ compliance with the 1940 Act.

Consistency with Section 18(i) of the 1940 Act. Section 18(i)
of the 1940 Act provides in relevant part:

Except as provided in subsection (a)
of this section, or as otherwise required by law, every share of stock hereafter issued by a registered management company...shall
be a voting stock and have equal voting rights with every other outstanding voting stock: Provided, that this subsection shall
not apply to...shares issued in accordance with any rules, regulations, or orders which the Commission may make permitting such
issue.

Section 18(i) requires that “every
share of stock” issued by a fund “be a voting stock and have equal voting rights with every other outstanding voting
stock.” In the now-withdrawn Boulder letter, the Staff interpreted these requirements to mandate that every stockholder
have identical voting rights at all times. There is no support for this extrapolation, either in the text of the statute or
any legal authority applying it.

By its terms, Section 18(i) addresses the
voting rights attached to stock, not the ability of a given stockholder to exercise those rights in specified circumstances.
Defensive measures limiting the ability of a given stockholder to vote its shares under specified circumstances (e.g.,
when the stockholder amasses a significant fraction of the outstanding shares) do not change the nature of the stock by
converting it to a non-voting security. The stock still has its voting right; that right simply cannot be exercised by a
given shareholder in a given circumstance (e.g., acquisition of a concentrated holding). The CSA Bylaws adopted by Registrant
allow the concentrated stockholder’s voting rights to be reinstated by a vote of the other, disinterested shareholders—meaning
that the concentrated holder’s ability to vote may only be temporarily delayed. Moreover, if the concentrated stockholder
sold the shares to a third party with smaller holdings and/or reduced its own holdings to below the triggering threshold, the stock
could be voted. In other words, the stock itself never loses its status as voting
stock simply because a given stockholder’s actions may be limited or conditioned under specified circumstances.

1 Investment companies must “opt in” to the MCSAA; they are not required by law to do so, and must affirmatively elect to be subject to the MCSAA or it does not apply.

      2

The Boulder letter reasoned that,
because a voting security is defined as one “presently entitling the owner or holder thereof to vote for the election
of directors,” Section 18(i)’s requirement that every share of stock issued by a fund be a voting stock is violated
by a limitation on the ability of a stockholder to vote its shares under specified circumstances. In other words, the Staff in
Boulder concluded that placing a limitation on the stockholder’s ability to vote somehow changed the nature
of stock itself from a voting stock to a non-voting stock. But here again, the statutory text does not support a conclusion
that a limitation on the holder has the effect of changing the rights attached to the stock itself; that stock could be
voted if it were in the hands of a differently situated holder.

The Boulder letter’s interpretation
of Section 18(i) as requiring that every stockholder have identical voting rights at all times cited no authority for such position,
and is contradicted by relevant case law. In particular, in 2004, a federal court in the District of Maryland reached the exact
opposite conclusion, recognizing a clear distinction under Section 18(i) between the voting rights attached to stock and limitations
on a stockholder’s ability to exercise the vote.2
There, a closed-end fund faced a challenge from activist investors who made partial tender offers seeking to acquire 50 percent
of the fund’s shares, intent on changing the fund’s investment adviser and switching its investment objective. The
board took various defensive measures, including (i) opting in to the MCSAA; and (ii) enacting a shareholder rights agreement (referred
to as a “poison pill”) that declared a dividend of one “right” for each outstanding share of common stock.
The right allowed shareholders to purchase three additional shares of common stock at par value, but eliminated the rights of acquirers
of more than 11 percent of the common stock after the dividend. The court rejected the activists’ argument that this differentiation
among shareholders under the poison pill violated Section 18(i)’s requirements that all shares be voting shares
with equal rights:

The triggering
of the poison pill...does not revoke voting rights from any shares. Although the triggering of the poison pill will result in
a reduction of the Acquiring Person’s ownership interest, this is an issue of dilution of economic interest and corresponding
voting power and has nothing to do with the voting rights of the shares themselves. (Emphasis added)

The court reasoned that under the poison
pill, each share still had equal voting power. The court also rejected the activists’ argument that the poison pill violated
Section 18(d) of the 1940 Act, which requires all rights and warrants to be issued “exclusively and ratably to a class or
classes” of the fund’s security holders. In rejecting the Section 18 arguments, the court relied on a holding of the
Delaware Supreme Court on closely analogous facts—applying Delaware’s equal voting rights statute:

The Supreme Court of Delaware held
in Providence and Worcester Company v. Baker3
that voting restrictions applicable to shareholders with larger holdings are permissible and do not violate Delaware law requiring
that all shares of stock within the same class have uniform voting rights. The court concluded:

In the final analysis, these
restrictions are limitations upon the voting rights of the stockholder, not variations in the voting powers of the stock per se.
The voting power of the stock in the hands of a large stockholder is not differentiated from all others in its class; it is the personal right of the stockholder
to exercise that power that is altered by the size of his holding.

2 Neuberger Berman Real Estate Income Fund Inc. v. Lola Brown Trust, 342 F. Supp. 2d 371, 376 (D. Md. 2004) (“Neuberger”).

3 378 A.2d 121 (Del. 1977).

      3

Later in the same litigation, the Neuberger
court also ruled on the application of the MCSAA in light of the timing of the activists’ share purchases. The court did
not address directly whether the fund’s reliance on the control share statute was consistent with Section 18(i). But the
fact that it applied the terms of the control share defense in the wake of its careful analysis of Section 18(i) in the poison
pill context reflects at least tacit comfort on the court’s part that the control share statute likewise did not run afoul
of Section 18(i).

Interpreting Section 18(i) as requiring
that every stockholder have identical voting rights at all times is also inconsistent with the broader statutory context.
In particular, Section 12(d)(1) of the 1940 Act and Section 13(d)(1) and Rule 13d-1 under the 1934 Act provide informative structural
context that Congress did not intend “equal voting rights” for shares of stock to guarantee identical voting rights
for all shareholders. In Section 12(d)(1) of the 1940 Act, Congress itself enshrined the distinction between the voting rights
attached to stock and the ability of a given stockholder to exercise those rights. Under Section 12(d)(1)(E) of the
1940 Act, a feeder fund may invest in an underlying registered master fund in amounts that exceed the Section 12(d)(1) percentage
limits if the feeder fund only votes any proxies in the underlying acquired fund in accordance with instructions from its
clients or simply “mirror votes” the proxies in proportion to all other holders. In that circumstance, the 1940 Act
thus limits how a concentrated stockholder (i.e., the feeder fund) is allowed to vote its shares in the underlying
fund, based on the size of its holdings, but Congress plainly did not see this limitation as stripping the stock itself
of its voting rights for purposes of Section 18(i).4
Otherwise, Section 18(i) and Section 12(d)(1) could not be reconciled.

Similarly, outside of the 1940 Act context,
Section 13(d)(1) of the 1934 Act requires beneficial owners of more than 5 percent of registered equity securities (including closed-end
fund shares) to disclose certain information to the SEC. Rule 13d-1 thereunder provides that this information must be filed on
Schedule 13D when a 5 percent holder has the intent of changing or influencing the control of the issuer, and further provides
that such holders may not vote their shares until 10 days after they file Schedule 13D. The same filing requirement and voting
limitation apply to a holder of 20 percent or more of a class of equity securities, without regard to its intent as to changing
or influencing control of the issuer. Here again, the securities laws place a limitation on the ability of a given stockholder
to vote based on the size of its holdings, but the shares themselves do not become non-voting; otherwise, Rule 13d-1 could
not be squared with Section 18(i)’s equal voting rights requirement.

In addition to a statute’s plain language
and structure, its underlying purposes can provide additional insight as to the intended meaning of the law’s provisions.
In the 1940 Act, Congress itself expressly contemplated in Section 1(b) that the statute’s purposes were to be used in interpreting
its provisions. The Boulder letter’s interpretation of Section 18(i) was heavily influenced by the Staff’s views
about promoting the purposes underlying the “equal voting rights” requirement and other provisions of the 1940 Act.
Although the Staff appropriately focused on Congress’s stated concern about funds being controlled and operated in a self-interested
manner, the Boulder letter incorrectly concluded that Congress was concerned only about such self-interested conduct by
insiders.

Based on the findings of the SEC’s
study of investment company market practices, Congress stated in the statute’s prefatory language in Section 1(b):

It is declared
that the policy and purposes of this subchapter, in accordance with which the provisions of this subchapter shall be
interpreted, are to mitigate and, so far as is feasible, to eliminate the conditions enumerated in this section which
adversely affect the national public interest and the interest of investors.

4 New Rule 12d1-4 under the 1940 Act incorporates similar voting limitations to those in Section 12(d)(1)(E). Under the rule, if an acquiring fund and its advisory group in the aggregate hold more than 25% of the voting securities of an open end fund or more than 10% of the voting securities of a closed-end fund, the acquiring fund and its advisory group are required to mirror vote other shareholders (or, if there are no other shareholders, to