SEC Form N-CSRS filed by Eaton Vance Floating Rate Income Trust

811-21574

482-8260

Eaton Vance

Floating-Rate Income Trust (EFT)

Semiannual Report

November 30, 2023

Commodity Futures Trading Commission Registration.

Semiannual Report

Eaton Vance

Floating-Rate Income Trust

Table of Contents
Performance	2
Fund Profile	3
Endnotes and Additional Disclosures	4
Financial Statements	5
Board of Trustees’ Contract Approval	34
Officers and Trustees	38
Privacy Notice	39
Important Notices	41

Eaton Vance

Floating-Rate Income Trust

November 30, 2023

Performance

Portfolio Manager(s)

% Average Annual Total Returns 1,2	Inception Date	Six Months	One Year	Five Years	Ten Years
Fund at NAV	06/29/2004	9.69%	15.47%	4.69%	4.91%
Fund at Market Price	—	16.12	17.95	6.14	4.80
Morningstar® LSTA® US Leveraged Loan Index SM	—	7.07%	11.94%	4.91%	4.29%

% Premium/Discount to NAV 3
As of period end	(6.30)%

Distributions 4
Total Distributions per share for the period	$0.684
Distribution Rate at NAV	10.57%
Distribution Rate at Market Price	11.28

% Total Leverage 5
Borrowings	22.03%
Variable Rate Term Preferred Shares (VRTP Shares)	14.68

2

Eaton Vance

Floating-Rate Income Trust

November 30, 2023

Fund Profile

Footnotes:

1

Excludes cash and cash equivalents.

2

Credit ratings are categorized using S&P Global Ratings (“S&P”). Ratings, which are subject to change, apply to the creditworthiness of the issuers of the underlying securities and not to the Fund or its shares. Credit ratings measure the quality of a bond based on the issuer’s creditworthiness, with ratings ranging from AAA, being the highest, to D, being the lowest based on S&P’s measures. Ratings of BBB or higher by S&P are considered to be investment-grade quality. Credit ratings are based largely on the ratings agency’s analysis at the time of rating. The rating assigned to any particular security is not necessarily a reflection of the issuer’s current financial condition and does not necessarily reflect its assessment of the volatility of a security’s market value or of the liquidity of an investment in the security. Holdings designated as “Not Rated” (if any) are not rated by S&P.

3

Eaton Vance

Floating-Rate Income Trust

November 30, 2023

Endnotes and Additional Disclosures

Eaton Vance

Floating-Rate Income Trust

November 30, 2023

Portfolio of Investments (Unaudited)

Eaton Vance

Floating-Rate Income Trust

November 30, 2023

Portfolio of Investments (Unaudited) — continued

Eaton Vance

Floating-Rate Income Trust

November 30, 2023

Portfolio of Investments (Unaudited) — continued

Eaton Vance

Floating-Rate Income Trust

November 30, 2023

Portfolio of Investments (Unaudited) — continued

Eaton Vance

Floating-Rate Income Trust

November 30, 2023

Portfolio of Investments (Unaudited) — continued

Eaton Vance

Floating-Rate Income Trust

November 30, 2023

Portfolio of Investments (Unaudited) — continued

Eaton Vance

Floating-Rate Income Trust

November 30, 2023

Portfolio of Investments (Unaudited) — continued

Eaton Vance

Floating-Rate Income Trust

November 30, 2023

Portfolio of Investments (Unaudited) — continued

Eaton Vance

Floating-Rate Income Trust

November 30, 2023

Portfolio of Investments (Unaudited) — continued

Eaton Vance

Floating-Rate Income Trust

November 30, 2023

Portfolio of Investments (Unaudited) — continued

Eaton Vance

Floating-Rate Income Trust

November 30, 2023

Portfolio of Investments (Unaudited) — continued

Eaton Vance

Floating-Rate Income Trust

November 30, 2023

Portfolio of Investments (Unaudited) — continued

Eaton Vance

Floating-Rate Income Trust

November 30, 2023

Portfolio of Investments (Unaudited) — continued

Eaton Vance

Floating-Rate Income Trust

November 30, 2023

Portfolio of Investments (Unaudited) — continued

Eaton Vance

Floating-Rate Income Trust

November 30, 2023

Portfolio of Investments (Unaudited) — continued

Forward Foreign Currency Exchange Contracts (OTC)   (continued)
Currency Purchased		Currency Sold		Counterparty	Settlement Date	Unrealized Appreciation	Unrealized (Depreciation)
USD	9,849,823	EUR	9,015,019	Standard Chartered Bank	1/3/24	$  23,192	$      —
USD	1,736,924	EUR	1,574,000	Bank of America, N.A.	2/29/24	17,106	—
USD	1,727,212	EUR	1,565,270	Bank of America, N.A.	2/29/24	16,935	—
USD	1,709,020	EUR	1,550,000	Bank of America, N.A.	2/29/24	15,426	—
USD	244,230	EUR	221,458	Bank of America, N.A.	2/29/24	2,255	—
USD	1,736,836	EUR	1,574,000	HSBC Bank USA, N.A.	2/29/24	17,019	—
USD	1,787,670	EUR	1,620,000	Standard Chartered Bank	2/29/24	17,591	—
USD	2,713,097	GBP	2,142,476	Bank of America, N.A.	2/29/24	6,633	—
USD	8,876	GBP	7,004	Standard Chartered Bank	2/29/24	28	—
						$172,030	$(505,705)

Abbreviations:
EURIBOR	– Euro Interbank Offered Rate
LIBOR	– London Interbank Offered Rate
OTC	– Over-the-counter
PIK	– Payment In Kind
SOFR	– Secured Overnight Financing Rate
SONIA	– Sterling Overnight Interbank Average

Currency Abbreviations:
EUR	– Euro
GBP	– British Pound Sterling
USD	– United States Dollar

Eaton Vance

Floating-Rate Income Trust

November 30, 2023

Statement of Assets and Liabilities (Unaudited)

	November 30, 2023
Assets
Unaffiliated investments, at value (identified cost $567,444,809)	$ 544,210,655
Affiliated investments, at value (identified cost $5,354,115)	5,354,115
Cash	5,726,814
Foreign currency, at value (identified cost $2,546,238)	2,539,674
Interest and dividends receivable	4,655,741
Dividends receivable from affiliated investments	39,749
Receivable for investments sold	8,848,376
Receivable for open forward foreign currency exchange contracts	172,030
Prepaid upfront fees on notes payable and variable rate term preferred shares	69,683
Trustees' deferred compensation plan	133,210
Prepaid expenses	9,235
Total assets	$571,759,282
Liabilities
Notes payable	$ 120,000,000
Variable rate term preferred shares, at liquidation value (net of unamortized deferred debt issuance costs of $5,577)	79,994,423
Payable for investments purchased	23,784,168
Payable for open forward foreign currency exchange contracts	505,705
Payable to affiliates:
Investment adviser fee	337,619
Trustees' fees	6,072
Trustees' deferred compensation plan	133,210
Interest expense and fees payable	2,028,803
Accrued expenses	172,240
Total liabilities	$226,962,240
Net assets applicable to common shares	$344,797,042
Sources of Net Assets
Common shares, $0.01 par value, unlimited number of shares authorized	$ 261,814
Additional paid-in capital	429,715,546
Accumulated loss	(85,180,318)
Net assets applicable to common shares	$344,797,042
Common Shares Issued and Outstanding	26,181,373
Net Asset Value Per Common Share
Net assets ÷ common shares issued and outstanding	$ 13.17

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Eaton Vance

Floating-Rate Income Trust

November 30, 2023

Statement of Operations (Unaudited)

	Six Months Ended
	November 30, 2023
Investment Income
Dividend income	$ 471,802
Dividend income from affiliated investments	355,993
Interest and other income	28,596,500
Total investment income	$ 29,424,295
Expenses
Investment adviser fee	$ 2,142,319
Trustees’ fees and expenses	18,266
Custodian fee	86,778
Transfer and dividend disbursing agent fees	15,266
Legal and accounting services	80,576
Printing and postage	65,857
Interest expense and fees	6,859,521
Miscellaneous	48,701
Total expenses	$ 9,317,284
Deduct:
Waiver and/or reimbursement of expenses by affiliates	$ 9,664
Total expense reductions	$ 9,664
Net expenses	$ 9,307,620
Net investment income	$ 20,116,675
Realized and Unrealized Gain (Loss)
Net realized gain (loss):
Investment transactions	$ (13,637,282)
Foreign currency transactions	107,826
Forward foreign currency exchange contracts	549,816
Net realized loss	$(12,979,640)
Change in unrealized appreciation (depreciation):
Investments	$ 25,533,898
Foreign currency	(14,904)
Forward foreign currency exchange contracts	(757,792)
Net change in unrealized appreciation (depreciation)	$ 24,761,202
Net realized and unrealized gain	$ 11,781,562
Net increase in net assets from operations	$ 31,898,237

Eaton Vance

Floating-Rate Income Trust

November 30, 2023

Statements of Changes in Net Assets

	Six Months Ended November 30, 2023 (Unaudited)	Year Ended May 31, 2023
Increase (Decrease) in Net Assets
From operations:
Net investment income	$ 20,116,675	$ 33,572,147
Net realized loss	(12,979,640)	(7,368,012)
Net change in unrealized appreciation (depreciation)	24,761,202	(11,280,978)
Net increase in net assets from operations	$ 31,898,237	$ 14,923,157
Distributions to common shareholders	$ (19,560,395)	$ (30,661,298)
Capital share transactions:
Cost of shares repurchased in tender offer (see Note 6)	$ (37,098,140)	$ —
Net decrease in net assets from capital share transactions	$ (37,098,140)	$ —
Net decrease in net assets	$ (24,760,298)	$ (15,738,141)
Net Assets Applicable to Common Shares
At beginning of period	$ 369,557,340	$ 385,295,481
At end of period	$344,797,042	$369,557,340

Eaton Vance

Floating-Rate Income Trust

November 30, 2023

Statement of Cash Flows (Unaudited)

	Six Months Ended
	November 30, 2023
Cash Flows From Operating Activities
Net increase in net assets from operations	$ 31,898,237
Adjustments to reconcile net increase in net assets from operations to net cash provided by operating activities:
Investments purchased	(71,450,527)
Investments sold and principal repayments	104,540,303
Decrease in short-term investments, net	709,434
Net amortization/accretion of premium (discount)	(1,069,692)
Amortization of deferred debt issuance costs on variable rate term preferred shares	16,104
Amortization of prepaid upfront fees on notes payable and variable rate term preferred shares	62,631
Decrease in interest and dividends receivable	34,078
Increase in dividends receivable from affiliated investments	(6,025)
Increase in Trustees’ deferred compensation plan	(133,210)
Decrease in cash collateral due to broker	(300,000)
Decrease in payable to affiliate for investment adviser fee	(24,798)
Decrease in payable to affiliate for Trustees' fees	(135)
Increase in interest expense and fees payable	525,667
Increase in payable to affiliate for Trustees' deferred compensation plan	133,210
Decrease in accrued expenses	(214,035)
Decrease in unfunded loan commitments	(102,412)
Net change in unrealized (appreciation) depreciation from investments	(25,533,898)
Net change in unrealized (appreciation) depreciation from forward foreign currency exchange contracts (OTC)	757,792
Net realized loss from investments	13,637,282
Net cash provided by operating activities	$ 53,480,006
Cash Flows From Financing Activities
Cash distributions paid to common shareholders	$ (19,560,395)
Repurchases of common shares in tender offer	(37,098,140)
Proceeds from notes payable	40,000,000
Repayments of notes payable	(38,000,000)
Net cash used in financing activities	$ (54,658,535)
Net decrease in cash and restricted cash*	$ (1,178,529)
Cash and restricted cash at beginning of period (including foreign currency)	$ 9,445,017
Cash at end of period (including foreign currency)	$ 8,266,488
Supplemental disclosure of cash flow information:
Cash paid for interest and fees on borrowings and  variable rate term preferred shares	$ 6,255,119

*	Includes net change in unrealized (appreciation) depreciation on foreign currency of $20,683.

Eaton Vance

Floating-Rate Income Trust

November 30, 2023

Financial Highlights

Selected data for a common share outstanding during the periods stated

	Six Months Ended November 30, 2023 (Unaudited)	Year Ended May 31,
		2023	2022	2021	2020	2019
Net asset value — Beginning of period (Common shares)	$ 12.700	$ 13.240	$ 14.560	$ 13.030	$ 15.210	$ 15.610
Income (Loss) From Operations
Net investment income (1)	$ 0.705	$ 1.154	$ 0.705	$ 0.718	$ 0.843	$ 0.847
Net realized and unrealized gain (loss)	0.422	(0.640)	(1.159)	1.545	(2.016)	(0.373)
Total income (loss) from operations	$ 1.127	$ 0.514	$ (0.454)	$ 2.263	$ (1.173)	$ 0.474
Less Distributions to Common Shareholders
From net investment income	$ (0.684)	$ (1.054)	$ (0.804)	$ (0.733)	$ (1.007)	$ (0.874)
Tax return of capital	—	—	(0.126)	—	—	—
Total distributions to common shareholders	$ (0.684)	$ (1.054)	$ (0.930)	$ (0.733)	$ (1.007)	$ (0.874)
Premium from common shares sold through shelf offering (see Note 6) (1)	$ —	$ —	$ 0.009	$ —	$ —	$ —
Discount on tender offer (see Note 6) (1)	$ 0.027	$ —	$ 0.055	$ —	$ —	$ —
Net asset value — End of period (Common shares)	$13.170	$12.700	$13.240	$14.560	$13.030	$15.210
Market value — End of period (Common shares)	$12.340	$11.240	$12.280	$14.280	$11.240	$13.480
Total Investment Return on Net Asset Value (2)	9.69% (3)	4.87%	(2.81)%	18.25%	(7.36)%	3.77%
Total Investment Return on Market Value (2)	16.12% (3)	0.14%	(8.10)%	34.36%	(9.83)%	(3.32)%

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Eaton Vance

Floating-Rate Income Trust

November 30, 2023

Financial Highlights — continued

Selected data for a common share outstanding during the periods stated

Eaton Vance

Floating-Rate Income Trust

November 30, 2023

Notes to Financial Statements (Unaudited)

1  Significant Accounting Policies

Eaton Vance Floating-Rate Income Trust (the Trust) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, closed-end management investment company. The Trust's investment objective is to provide a high level of current income. The Trust will, as a secondary objective, also seek preservation of capital to the extent consistent with its primary goal of high current income.

The following is a summary of significant accounting policies of the Trust. The policies are in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP). The Trust is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946.

A  Investment Valuation

Senior Floating-Rate Loans.

Debt Obligations.

Equity Securities.

Derivatives.

Foreign Securities and Currencies.

Other.

Fair Valuation.

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Eaton Vance

Floating-Rate Income Trust

November 30, 2023

Notes to Financial Statements (Unaudited) — continued

B  Investment Transactions

C  Income

D  Federal Taxes

As of November 30, 2023, the Trust had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. The Trust files a U.S. federal income tax return annually after its fiscal year-end, which is subject to examination by the Internal Revenue Service for a period of three years from the date of filing.

E  Foreign Currency Translation

F  Unfunded Loan Commitments

G  Use of Estimates

H  Indemnifications

I  Forward Foreign Currency Exchange Contracts

J  Interim Financial Statements

2  Variable Rate Term Preferred Shares

On December 18, 2012, the Trust issued 800 shares of Series C-1 Variable Rate Term Preferred Shares (Series C-1 VRTP Shares) in a private offering to a commercial paper conduit sponsored by a large financial institution. The Trust used the net proceeds from the issuance to enter into a series of transactions which resulted in a redemption and/or repurchase of its Auction Preferred Shares.

27

Eaton Vance

Floating-Rate Income Trust

November 30, 2023

Notes to Financial Statements (Unaudited) — continued

On September 30, 2016, the Series C-1 VRTP Shares were transferred to another large financial institution (the Assignee) as permitted by the Trust’s By-laws. The transferred Series C-1 VRTP Shares were then exchanged for an equal number of Series L-2 Variable Rate Term Preferred Shares (Series L-2 VRTP Shares), and the mandatory redemption date was extended to three years from the date of transfer and subsequently extended to January 24, 2024. Effective July 7, 2023, the Trust's Board of Trustees approved an amendment to the Trust's By-Laws to extend the mandatory redemption date of the Series L-2 VRTP Shares to January 24, 2025, to change the applicable base rate with respect to dividends paid on the Series L-2 VRTP Shares to the three-month Secured Overnight Financing Rate, and to amend the applicable spread to such base rate to 2.30% based on the Series L-2 VRTP Shares' current credit rating, which is provided by Moody's Investors Service. Prior to July 7, 2023, dividends on the Series L-2 VRTP Shares were determined each day based on a spread of 1.75% to three-month LIBOR.

The Series L-2 VRTP Shares are redeemable at the option of the Trust at a redemption price equal to $100,000 per share, plus accumulated and unpaid dividends, on any business day and solely for the purpose of reducing the leverage of the Trust. The Series L-2 VRTP Shares are also subject to mandatory redemption at a redemption price equal to $100,000 per share, plus accumulated and unpaid dividends, if the Trust is in default for an extended period on its asset maintenance or leverage ratio requirements with respect to the Series L-2 VRTP Shares. Six months prior to the mandatory redemption date, the Trust is required to segregate in a liquidity account with its custodian investments equal to 110% of the Series L-2 VRTP Shares' redemption price, and over the six-month period execute a series of liquidation transactions to assure sufficient liquidity to redeem the Series L-2 VRTP Shares. The holders of the Series L-2 VRTP Shares, voting as a class, are entitled to elect two Trustees of the Trust. If the dividends on the Series L-2 VRTP Shares remain unpaid in an amount equal to two full years’ dividends, the holders of the Series L-2 VRTP Shares as a class have the right to elect a majority of the Board of Trustees.

The Series L-2 VRTP Shares have a liquidation preference of $100,000 per share and a par value of $0.01 per share. For financial reporting purposes, the liquidation value of the Series L-2 VRTP Shares (net of unamortized deferred debt issuance costs) is presented as a liability on the Statement of Assets and Liabilities and unpaid dividends are included in interest expense and fees payable. Dividends accrued on Series L-2 VRTP Shares are treated as interest payments for financial reporting purposes and are included in interest expense and fees on the Statement of Operations.

In connection with the transfer of the Series C-1 VRTP Shares to the Assignee on September 30, 2016, the Trust paid an upfront fee of $400,000 and debt issuance costs of $458,267. The Trust paid additional debt issuance costs of $52,580 in connection with the second extension of the mandatory redemption date of the Series L-2 VRTP Shares. These amounts are being amortized to interest expense and fees through January 24, 2024. The unamortized amount of the debt issuance costs as of November 30, 2023 is presented as a reduction of the liability for variable rate term preferred shares on the Statement of Assets and Liabilities.

The carrying amount of the Series L-2 VRTP Shares at November 30, 2023 represents its liquidation value, which approximates fair value. If measured at fair value, the Series L-2 VRTP Shares would have been considered as Level 2 in the fair value hierarchy (see Note 10) at November 30, 2023. The average liquidation preference of the Series L-2 VRTP Shares during the six months ended November 30, 2023 was $80,000,000.

3  Distributions to Shareholders and Income Tax Information

The Trust intends to make monthly distributions of net investment income to common shareholders, after payment of any dividends on any outstanding Series L-2 VRTP Shares. In addition, at least annually, the Trust intends to distribute all or substantially all of its net realized capital gains. Distributions to common shareholders are recorded on the ex-dividend date. Dividends on the Series L-2 VRTP Shares are accrued daily and payable quarterly. The dividend rate on the Series L-2 VRTP Shares at November 30, 2023 was 7.41%. The amount of dividends accrued and the average annual dividend rate of the Series L-2 VRTP Shares during the six months ended November 30, 2023 were $2,949,550 and 7.37%, respectively.

Distributions to shareholders are determined in accordance with income tax regulations, which may differ from U.S. GAAP. As required by U.S. GAAP, only distributions in excess of tax basis earnings and profits are reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.

At May 31, 2023, the Trust, for federal income tax purposes, had deferred capital losses of $54,320,421 which would reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus would reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Trust of any liability for federal income or excise tax. The deferred capital losses are treated as arising on the first day of the Trust’s next taxable year and retain the same short-term or long-term character as when originally deferred. Of the deferred capital losses at May 31, 2023, $4,516,530 are short-term and $49,803,891 are long-term.

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Eaton Vance

Floating-Rate Income Trust

November 30, 2023

Notes to Financial Statements (Unaudited) — continued

The cost and unrealized appreciation (depreciation) of investments, including open derivative contracts, of the Trust at November 30, 2023, as determined on a federal income tax basis, were as follows:

Aggregate cost	$ 572,770,742
Gross unrealized appreciation	$ 3,451,698
Gross unrealized depreciation	(26,991,345)
Net unrealized depreciation	$ (23,539,647)

4  Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Eaton Vance Management (EVM), an indirect, wholly-owned subsidiary of Morgan Stanley, as compensation for investment advisory services rendered to the Trust. The investment adviser fee is computed at an annual rate of 0.75% of the Trust’s average daily gross assets and is payable monthly. Gross assets, as defined in the Trust’s investment advisory agreement, means total assets of the Trust, including any form of investment leverage, minus all accrued expenses incurred in the normal course of operations, but not excluding any liabilities or obligations attributable to investment leverage obtained through (i) indebtedness of any type (including, without limitation, borrowing through a credit facility or the issuance of debt securities), (ii) the issuance of preferred stock or other similar preference securities, (iii) the reinvestment of collateral received for securities loaned in accordance with the Trust’s investment objectives and policies, and/or (iv) any other means. Accrued expenses includes other liabilities other than indebtedness attributable to leverage. For the six months ended November 30, 2023, the Trust’s investment adviser fee amounted to $2,142,319.

The Trust may invest in a money market fund, the Institutional Class of the Morgan Stanley Institutional Liquidity Funds - Government Portfolio (the “Liquidity Fund”), an open-end management investment company managed by Morgan Stanley Investment Management Inc., a wholly-owned subsidiary of Morgan Stanley. The investment adviser fee paid by the Trust is reduced by an amount equal to its pro rata share of the advisory and administration fees paid by the Trust due to its investment in the Liquidity Fund. For the six months ended November 30, 2023, the investment adviser fee paid was reduced by $9,664 relating to the Trust’s investment in the Liquidity Fund. EVM also serves as administrator of the Trust, but receives no compensation.

Trustees and officers of the Trust who are members of EVM’s organization receive remuneration for their services to the Trust out of the investment adviser fee. Trustees of the Trust who are not affiliated with EVM may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. Certain officers and Trustees of the Trust are officers of EVM.

5  Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations and including maturities, paydowns and principal repayments on Senior Loans, aggregated $84,811,897 and $111,937,323, respectively, for the six months ended November 30, 2023.

6  Common Shares of Beneficial Interest and Shelf Offering

The Trust may issue common shares pursuant to its dividend reinvestment plan. There were no common shares issued by the Trust for the six months ended November 30, 2023 and the year ended May 31, 2023.

On May 12, 2021, the Trust announced that it will conduct cash tender offers in the fourth quarter of each of 2022, 2023 and 2024 (each, a “Conditional Tender Offer”) for up to 10% of the Trust’s then-outstanding common shares if, from January to August of the relevant year, the Trust’s shares trade at an average daily discount to NAV of more than 10%, based upon the Trust’s volume-weighted average market price and NAV on each business day during the period. If triggered, common shares tendered and accepted in a Conditional Tender Offer would be repurchased at a price per share equal to 98% of the Trust’s NAV as of the close of regular trading on the New York Stock Exchange on the date such Conditional Tender Offer expires.

On September 26, 2023, the Trust commenced a cash tender offer for up to 5,903,838 of its outstanding common shares. The tender offer expired at 5:00 P.M. Eastern Time on October 25, 2023. The number of shares properly tendered was 2,909,042. The purchase price of the properly tendered shares was equal to $12.7527 per share for an aggregate purchase price of $37,098,140. The condition to trigger a tender offer by the Trust in the fourth quarter of 2022 was not met.

Pursuant to a registration statement filed with the SEC, the Trust is authorized to issue up to an additional 5,495,789 common shares through an equity shelf offering program (the “shelf offering”). Under the shelf offering, the Trust, subject to market conditions, may raise additional capital from time to time and in varying amounts and offering methods at a net price at or above the Trust’s net asset value per common share. There were no shares sold by the Trust pursuant to its shelf offering for the six months ended November 30, 2023 and the year ended May 31, 2023.

29

Eaton Vance

Floating-Rate Income Trust

November 30, 2023

Notes to Financial Statements (Unaudited) — continued

In November 2013, the Board of Trustees initially approved a share repurchase program for the Trust. Pursuant to the reauthorization of the share repurchase program by the Board of Trustees in March 2019, the Trust is authorized to repurchase up to 10% of its common shares outstanding as of the last day of the prior calendar year at market prices when shares are trading at a discount to net asset value. The share repurchase program does not obligate the Trust to purchase a specific amount of shares. There were no repurchases of common shares by the Trust for the six months ended November 30, 2023 and the year ended May 31, 2023.

7  Financial Instruments

The Trust may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include forward foreign currency exchange contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Trust has in particular classes of financial instruments and do not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered. A summary of obligations under these financial instruments at November 30, 2023 is included in the Portfolio of Investments. At November 30, 2023, the Trust had sufficient cash and/or securities to cover commitments under these contracts.

The Trust is subject to foreign exchange risk in the normal course of pursuing its investment objectives. Because the Trust holds foreign currency denominated investments, the value of these investments and related receivables and payables may change due to future changes in foreign currency exchange rates. To hedge against this risk, the Trust enters into forward foreign currency exchange contracts.

The Trust enters into forward foreign currency exchange contracts that may contain provisions whereby the counterparty may terminate the contract under certain conditions, including but not limited to a decline in the Trust’s net assets below a certain level over a certain period of time, which would trigger a payment by the Trust for those derivatives in a liability position. At November 30, 2023, the fair value of derivatives with credit-related contingent features in a net liability position was $505,705. At November 30, 2023, there were no assets pledged as collateral by the Trust for such liability.

The over-the-counter (OTC) derivatives in which the Trust invests are subject to the risk that the counterparty to the contract fails to perform its obligations under the contract. To mitigate this risk, the Trust has entered into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar agreement with substantially all its derivative counterparties. An ISDA Master Agreement is a bilateral agreement between the Trust and a counterparty that governs certain OTC derivatives and typically contains, among other things, set-off provisions in the event of a default and/or termination event as defined under the relevant ISDA Master Agreement. Under an ISDA Master Agreement, the Trust may, under certain circumstances, offset with the counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of default including the bankruptcy or insolvency of the counterparty. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy or insolvency. Certain ISDA Master Agreements allow counterparties to OTC derivatives to terminate derivative contracts prior to maturity in the event the Trust’s net assets decline by a stated percentage or the Trust fails to meet the terms of its ISDA Master Agreements, which would cause the counterparty to accelerate payment by the Trust of any net liability owed to it.

The collateral requirements for derivatives traded under an ISDA Master Agreement are governed by a Credit Support Annex to the ISDA Master Agreement. Collateral requirements are determined at the close of business each day and are typically based on changes in market values for each transaction under an ISDA Master Agreement and netted into one amount for such agreement. Generally, the amount of collateral due from or to a counterparty is subject to a minimum transfer threshold amount before a transfer is required, which may vary by counterparty. Collateral pledged for the benefit of the Trust and/or counterparty is held in segregated accounts by the Trust’s custodian and cannot be sold, re-pledged, assigned or otherwise used while pledged. The portion of such collateral representing cash, if any, is reflected as deposits for derivatives collateral and, in the case of cash pledged by a counterparty for the benefit of the Trust, a corresponding liability on the Statement of Assets and Liabilities. Securities pledged by the Trust as collateral, if any, are identified as such in the Portfolio of Investments.

The fair value of open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) and whose primary underlying risk exposure is foreign exchange risk at November 30, 2023 was as follows:

	Fair Value
Derivative	Asset Derivative (1)	Liability Derivative (2)
Forward foreign currency exchange contracts	$172,030	$(505,705)

(1)	Statement of Assets and Liabilities location: Receivable for open forward foreign currency exchange contracts.
(2)	Statement of Assets and Liabilities location: Payable for open forward foreign currency exchange contracts.

30

Eaton Vance

Floating-Rate Income Trust

November 30, 2023

Notes to Financial Statements (Unaudited) — continued

The Trust’s derivative assets and liabilities at fair value by type, which are reported gross in the Statement of Assets and Liabilities, are presented in the table above. The following tables present the Trust’s derivative assets and liabilities by counterparty, net of amounts available for offset under a master netting agreement and net of the related collateral received by the Trust for such assets and pledged by the Trust for such liabilities as of November 30, 2023.

Counterparty	Derivative Assets Subject to Master Netting Agreement	Derivatives Available for Offset	Non-cash Collateral Received (a)	Cash Collateral Received (a)	Net Amount of Derivative Assets (b)
Bank of America, N.A.	$ 58,355	$  —	$  —	$  —	$ 58,355
HSBC Bank USA, N.A.	17,019	—	—	—	17,019
Standard Chartered Bank	96,656	(96,656)	—	—	—
	$172,030	$(96,656)	$ —	$ —	$75,374

    

Counterparty	Derivative Liabilities Subject to Master Netting Agreement	Derivatives Available for Offset	Non-cash Collateral Pledged (a)	Cash Collateral Pledged (a)	Net Amount of Derivative Liabilities (c)
Australia and New Zealand Banking Group Limited	$ (50,588)	$  —	$  —	$  —	$ (50,588)
Goldman Sachs International	(43,816)	—	—	—	(43,816)
Standard Chartered Bank	(271,951)	96,656	—	—	(175,295)
State Street Bank and Trust Company	(139,350)	—	—	—	(139,350)
	$(505,705)	$96,656	$ —	$ —	$(409,049)

(a)	In some instances, the total collateral received and/or pledged may be more than the amount shown due to overcollateralization.
(b)	Net amount represents the net amount due from the counterparty in the event of default.
(c)	Net amount represents the net amount payable to the counterparty in the event of default.

The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations and whose primary underlying risk exposure is foreign exchange risk for the six months ended November 30, 2023 was as follows:

Derivative	Realized Gain (Loss) on Derivatives Recognized in Income (1)	Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income (2)
Forward foreign currency exchange contracts	$549,816	$(757,792)

(1)	Statement of Operations location: Net realized gain (loss) - Forward foreign currency exchange contracts.
(2)	Statement of Operations location: Change in unrealized appreciation (depreciation) - Forward foreign currency exchange contracts.

The average notional amount of forward foreign currency exchange contracts (based on the absolute value of notional amounts of currency purchased and currency sold) outstanding during the six months ended November 30, 2023, which is indicative of the volume of this derivative type, was approximately $42,973,000.

31

Eaton Vance

Floating-Rate Income Trust

November 30, 2023

Notes to Financial Statements (Unaudited) — continued

8  Revolving Credit and Security Agreement

The Trust has entered into a Credit Agreement (the Agreement) with a bank to borrow up to a limit of $190 million pursuant to a revolving line of credit. Borrowings under the Agreement are secured by the assets of the Trust. Interest is generally charged at a rate above the Secured Overnight Financing Rate (SOFR) and is payable monthly. Under the terms of the Agreement, in effect through May 2, 2024, the Trust pays a facility fee of 0.15% on the borrowing limit. In connection with entering into the Agreement, the Trust also paid upfront fees of $95,000, which are being amortized to interest expense to May 2, 2024. The unamortized balance at November 30, 2023 is approximately $43,000 and is included in prepaid upfront fees on notes payable and variable rate term preferred shares on the Statement of Assets and Liabilities. The Trust is required to maintain certain net asset levels during the term of the Agreement. At November 30, 2023, the Trust had borrowings outstanding under the Agreement of $120,000,000 at an annual interest rate of 6.28%. Based on the short-term nature of the borrowings under the Agreement and the variable interest rate, the carrying amount of the borrowings at November 30, 2023 approximated its fair value. If measured at fair value, borrowings under the Agreement would have been considered as Level 2 in the fair value hierarchy (see Note 10) at November 30, 2023. For the six months ended November 30, 2023, the average borrowings under the Agreement and the average annual interest rate (excluding fees) were $116,437,158 and 6.31%, respectively.

9  Affiliated Investments

At November 30, 2023, the value of the Trust's investment in funds that may be deemed to be affiliated was $5,354,115, which represents 1.6% of the Trust's net assets applicable to common shares. Transactions in such investments by the Trust for the six months ended November 30, 2023 were as follows:

Name	Value, beginning of period	Purchases	Sales proceeds	Net realized gain (loss)	Change in unrealized appreciation (depreciation)	Value, end of period	Dividend income	Shares, end of period
Short-Term Investments
Liquidity Fund	$6,063,549	$97,860,091	$(98,569,525)	$ —	$ —	$5,354,115	$355,993	5,354,115

10  Fair Value Measurements

Under generally accepted accounting principles for fair value measurements, a three-tier hierarchy to prioritize the assumptions, referred to as inputs, is used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

•	Level 1 – quoted prices in active markets for identical investments
•	Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
•	Level 3 – significant unobservable inputs (including a fund's own assumptions in determining the fair value of investments)

In cases where the inputs used to measure fair value fall in different levels of the fair value hierarchy, the level disclosed is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

At November 30, 2023, the hierarchy of inputs used in valuing the Trust's investments and open derivative instruments, which are carried at fair value, were as follows:

Asset Description	Level 1	Level 2	Level 3*	Total
Asset-Backed Securities	$         —	$  30,199,144	$       —	$  30,199,144
Closed-End Funds	7,215,454	—	—	7,215,454
Common Stocks	54,032	3,604,396	32,169	3,690,597
Corporate Bonds	—	25,972,939	—	25,972,939
Senior Floating-Rate Loans (Less Unfunded Loan Commitments)	—	476,681,550	450,971	477,132,521
Short-Term Investments	5,354,115	—	—	5,354,115
Total Investments	$ 12,623,601	$ 536,458,029	$  483,140	$ 549,564,770

32

Eaton Vance

Floating-Rate Income Trust

November 30, 2023

Notes to Financial Statements (Unaudited) — continued

Asset Description (continued)	Level 1	Level 2	Level 3*	Total
Forward Foreign Currency Exchange Contracts	$         —	$     172,030	$       —	$     172,030
Total	$ 12,623,601	$ 536,630,059	$  483,140	$ 549,736,800
Liability Description
Forward Foreign Currency Exchange Contracts	$         —	$    (505,705)	$       —	$    (505,705)
Total	$        —	$    (505,705)	$      —	$    (505,705)

*	None of the unobservable inputs for Level 3 assets, individually or collectively, had a material impact on the Trust.

Level 3 investments at the beginning and/or end of the period in relation to net assets were not significant and accordingly, a reconciliation of Level 3 assets for the six months ended November 30, 2023 is not presented.

12  Additional Information

On August 27, 2020, the Trust’s Board of Trustees (the “Board”) received a shareholder demand letter from counsel to Saba Capital Master Fund, Ltd., a hedge fund (“Saba”). Saba also filed claims against the Trust in a lawsuit in Suffolk County Superior Court in Massachusetts asserting breach of contract and fiduciary duty by the Trust and certain of its affiliates, the Trust’s adviser, and the Board, following the implementation by the Trust of by-law amendments that (i) require trustee nominees in contested elections to obtain affirmative votes of a majority of eligible shares in order to be elected and (ii) establish certain requirements related to shares obtained in "Control Share Acquisitions". With respect to the Trust, Saba seeks rescission of these by-law provisions and certain related relief. On March 31, 2021, the court allowed in part and denied in part a motion to dismiss Saba’s claims. Discovery is complete. On January 23, 2023, in ruling on the parties’ cross-motions for partial summary judgment, the court dismissed Saba’s claims for breach of fiduciary duty against the Board, while holding that the control share by-law amendment violated Section 18(i) of the 1940 Act. Additional claims and defenses will be addressed at trial, which is currently scheduled to begin in the Spring of 2024. While management of the Trust is unable to predict the outcome of this matter, it does not believe the outcome would result in the payment of any monetary damages by the Trust.

33

Eaton Vance

Floating-Rate Income Trust

November 30, 2023

Board of Trustees’ Contract Approval

Overview of the Contract Review Process

The Investment Company Act of 1940, as amended (the “1940 Act”), provides, in substance, that the investment advisory agreement between a fund and its investment adviser will continue in effect from year-to-year only if its continuation is approved on an annual basis by a vote of the fund’s board of trustees, including a majority of the trustees who are not “interested persons” of the fund (“independent trustees”), cast in person at a meeting called for the purpose of considering such approval.

At a meeting held on June 8, 2023, the Boards of Trustees/Directors (collectively, the “Board”) that oversee the registered investment companies advised by Eaton Vance Management or its affiliate, Boston Management and Research (the “Eaton Vance Funds”), including a majority of the independent trustees (the “Independent Trustees”), voted to approve the continuation of existing investment advisory agreements and sub-advisory agreements for each of the Eaton Vance Funds for an additional one-year period. The Board relied upon the affirmative recommendation of its Contract Review Committee, which is a committee exclusively comprised of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished by the adviser and sub-adviser to each of the Eaton Vance Funds (including information specifically requested by the Board) for a series of formal meetings held between April and June 2023, as well as certain additional information provided in response to specific requests from the Independent Trustees as members of the Contract Review Committee. Members of the Contract Review Committee also considered information received at prior meetings of the Board and its committees, to the extent such information was relevant to the Contract Review Committee’s annual evaluation of the investment advisory agreements and sub-advisory agreements.

In connection with its evaluation of the investment advisory agreements and sub-advisory agreements, the Board considered various information relating to the Eaton Vance Funds. This included information applicable to all or groups of Eaton Vance Funds, which is referenced immediately below, and information applicable to the particular Eaton Vance Fund covered by this report (each “Eaton Vance Fund” is referred to below as a “fund”). (For funds that invest through one or more underlying portfolios, references to “each fund” in this section may include information that was considered at the portfolio-level.)

• A report from an independent data provider comparing advisory and other fees paid by each fund to such fees paid by comparable funds, as identified by the independent data provider (“comparable funds”);

• A report from an independent data provider comparing each fund’s total expense ratio (and its components) to those of comparable funds;

• A report from an independent data provider comparing the investment performance of each fund (including, as relevant, total return data, income data, Sharpe ratios and information ratios) to the investment performance of comparable funds and, as applicable, benchmark indices, over various time periods;

• In certain instances, data regarding investment performance relative to customized groups of peer funds and blended indices identified by the adviser in consultation with the Portfolio Management Committee of the Board (a committee exclusively comprised of Independent Trustees);

•  Comparative information concerning the fees charged and services provided by the adviser and sub-adviser to each fund in managing other accounts (which may include other mutual funds,collective investment funds and institutional accounts) using investment strategies and techniques similar to those used in managing such fund(s), if any;

•  Profitability analyses with respect to the adviser and sub-adviser to each of the funds;

•  Descriptions of the investment management services provided to each fund, as well as each of the funds’ investment strategies and policies;

• The procedures and processes used to determine the value of fund assets, including, when necessary, the determination of “fair value” and actions taken to monitor and test the effectiveness of such procedures and processes;

•  Information about the policies and practices of each fund’s adviser and sub-adviser with respect to trading, including their processes for seeking best execution of portfolio transactions;

•  Information about the allocation of brokerage transactions and the benefits, if any, received by the adviser and sub-adviser to each fund as a result of brokerage allocation, including, as applicable, information concerning the acquisition of research through client commission arrangements and policies with respect to “soft dollars”;

•  Data relating to the portfolio turnover rate of each fund and related information regarding active management in the context of particular strategies;

•  Reports detailing the financial results and condition of the adviser and sub-adviser to each fund;

34

Eaton Vance

Floating-Rate Income Trust

November 30, 2023

Board of Trustees’ Contract Approval — continued

•  Information regarding the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and, for portfolio managers and certain other investment professionals, information relating to their responsibilities with respect to managing other mutual funds and investment accounts, as applicable;

•  Information regarding the adviser’s and its parent company’s (Morgan Stanley’s) efforts to retain and attract talented investment professionals, including in the context of a competitive marketplace for talent, as well as the ongoing unique environment presented by hybrid, remote and other alternative work arrangements;

•  Information regarding the adviser’s compensation methodology for its investment professionals and the incentives and accountability it creates, along with investment professionals’ investments in the fund(s) they manage;

• The Code of Ethics of the adviser and its affiliates and the sub-adviser of each fund, together with information relating to compliance with, and the administration of, such codes;

•  Policies and procedures relating to proxy voting, including regular reporting with respect to fund proxy voting activities;

•  Information regarding the handling of corporate actions and class actions, as well as information regarding litigation and other regulatory matters;

•  Information concerning the resources devoted to compliance efforts undertaken by the adviser and its affiliates and the sub-adviser of each fund, if any, including descriptions of their various compliance programs and their record of compliance;

•  Information concerning the business continuity and disaster recovery plans of the adviser and its affiliates and the sub-adviser of each fund, if any;

• A description of Eaton Vance Management’s and Boston Management and Research’s oversight of sub-advisers, including with respect to regulatory and compliance issues, investment management and other matters;

•  Information regarding ongoing initiatives to further integrate and harmonize, where applicable, the investment management and other departments of the adviser and its affiliates with the overall investment management infrastructure of Morgan Stanley, in light of Morgan Stanley’s acquisition of Eaton Vance Corp. on March 1, 2021;

•  Information concerning the nature, cost and character of the administrative and other non-investment advisory services provided by Eaton Vance Management and its affiliates;

•  Information concerning oversight of the relationship with the custodian, subcustodians, fund accountants, and other third-party service providers by the adviser and/or administrator to each of the funds;

•  Information concerning efforts to implement policies and procedures with respect to various recently adopted regulations applicable to the funds, including Rule 12d1-4 (the Fund-of-Funds Rule), Rule 18f-4 (the Derivatives Rule) and Rule 2a-5 (the Fair Valuation Rule);

• For an Eaton Vance Fund structured as an exchange-listed closed-end fund, information concerning the benefits of the closed-end fund structure, as well as, where relevant, the closed-end fund’s market prices (including as compared to the closed-end fund’s net asset value (NAV)), trading volume data, continued use of auction preferred shares (where applicable), distribution rates and other relevant matters;

• The risks which the adviser and/or its affiliates incur in connection with the management and operation of the funds, including, among others, litigation, regulatory, entrepreneurial, and other business risks (and the associated costs of such risks); and

• 

During the various meetings of the Board and its committees over the course of the year leading up to the June 8, 2023 meeting, the Board received information from portfolio managers and other investment professionals of the advisers and sub-advisers of the funds regarding investment and performance matters, and considered various investment and trading strategies used in pursuing the funds’ investment objectives. The Board also received information regarding risk management techniques employed in connection with the management of the funds. The Board and its committees evaluated issues pertaining to industry and regulatory developments, compliance procedures, fund governance and other issues with respect to the funds, and received and participated in reports and presentations provided by Eaton Vance Management, Boston Management and Research and fund sub-advisers, with respect to such matters. In addition to the formal meetings of the Board and its committees, the Independent Trustees held regular teleconferences to discuss, among other topics, matters relating to the continuation of investment advisory agreements and sub-advisory agreements.

The Contract Review Committee was advised throughout the contract review process by Goodwin Procter LLP, independent legal counsel for the Independent Trustees. The members of the Contract Review Committee, with the advice of such counsel, exercised their own business judgment in determining the material factors to be considered in evaluating each investment advisory agreement and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each investment advisory agreement and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each investment advisory agreement and sub-advisory agreement. In evaluating each investment advisory agreement and sub-advisory agreement, including the fee structures and other terms contained in such agreements, the members of the Contract Review Committee were also informed by multiple years of analysis and discussion with the adviser and sub-adviser to each of the Eaton Vance Funds.

Eaton Vance

Floating-Rate Income Trust

November 30, 2023

Board of Trustees’ Contract Approval — continued

Results of the Contract Review Process

Based on its consideration of the foregoing, and such other information it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuation of the investment advisory agreement between Eaton Vance Floating-Rate Income Trust (the “Fund”) and Eaton Vance Management (the “Adviser”), including its fee structure, is in the interests of shareholders and, therefore, recommended to the Board approval of the agreement. Based on the recommendation of the Contract Review Committee, the Board, including a majority of the Independent Trustees, voted to approve continuation of the investment advisory agreement for the Fund.

In considering whether to approve the investment advisory agreement for the Fund, the Board evaluated the nature, extent and quality of services provided to the Fund by the Adviser.

The Board considered the Adviser’s management capabilities and investment processes in light of the types of investments held by the Fund, including the education, experience and number of investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Fund, including recent changes to such personnel. In particular, the Board considered the abilities and experience of the Adviser’s investment professionals in analyzing factors such as the special considerations relevant to investing in senior floating rate loans. The Board considered the Adviser’s large group of bank loan investment professionals and other personnel who provide services to the Fund, including portfolio managers and analysts. The Board also took into account the resources dedicated to portfolio management and other services, the compensation methods of the Adviser and other factors, including the reputation and resources of the Adviser to recruit and retain highly qualified research, advisory and supervisory investment professionals. In addition, the Board considered the time and attention devoted to the Eaton Vance Funds, including the Fund, by senior management, as well as the infrastructure, operational capabilities and support staff in place to assist in the portfolio management and operations of the Fund, including the provision of administrative services. The Board also considered the business-related and other risks to which the Adviser or its affiliates may be subject in managing the Fund. The Board considered the deep experience of the Adviser and its affiliates with managing and operating funds organized as exchange-listed closed-end funds, such as the Fund. In this regard, the Board considered, among other things, the Adviser’s and its affiliates’ experience with implementing leverage arrangements, monitoring and assessing trading price discounts and premiums and adhering to the requirements of securities exchanges.

The Board considered the compliance programs of the Adviser and relevant affiliates thereof. The Board considered compliance and reporting matters regarding, among other things, personal trading by investment professionals, disclosure of portfolio holdings, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also considered the responses of the Adviser and its affiliates to requests in recent years from regulatory authorities, such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

The Board considered other administrative services provided or overseen by Eaton Vance Management and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large fund complex offering exposure to a variety of asset classes and investment disciplines.

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory agreement.

The Board compared the Fund’s investment performance to that of comparable funds identified by an independent data provider (the peer group), as well as an appropriate benchmark index and a customized peer group of similarly managed funds. The Board’s review included comparative performance data with respect to the Fund for the one-, three-, five- and ten-year periods ended December 31, 2022. In this regard, the Board noted that the performance of the Fund was lower than the median performance of the Fund’s peer group and custom peer group for the three-year period. The Board also noted that the performance of the Fund was lower than its benchmark index for the three-year period. On the basis of the foregoing, the performance of the Fund over other periods, and other relevant information provided by the Adviser in response to inquiries from the Contract Review Committee, the Board concluded that the performance of the Fund was satisfactory.

The Board considered contractual fee rates payable by the Fund for advisory and administrative services (referred to collectively as “management fees”). As part of its review, the Board considered the Fund’s management fees and total expense ratio for the one-year period ended December 31, 2022, as compared to those of comparable funds, before and after giving effect to any undertaking to waive fees or reimburse expenses. The Board also considered factors that had an impact on the Fund’s total expense ratio relative to comparable funds.

After considering the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser, the Board concluded that the management fees charged for advisoryand related services are reasonable.

Eaton Vance

Floating-Rate Income Trust

November 30, 2023

Board of Trustees’ Contract Approval — continued

The Board considered the level of profits realized by the Adviser and relevant affiliates thereof in providing investment advisory and administrative services to the Fund and to all Eaton Vance Funds as a group. The Board considered the level of profits realized without regard to marketing support or other payments by the Adviser and its affiliates to third parties in respect of distribution or other services.

The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by the Adviser and its affiliates are deemed not to be excessive.

The Board also considered direct or indirect fall-out benefits received by the Adviser and its affiliates in connection with their respective relationships with the Fund, including the benefits of research services that may be available to the Adviser as a result of securities transactions effected for the Fund and other investment advisory clients.

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from economies of scale, if any, with respect to the management of any specific fund or group of funds. The Board reviewed data summarizing the increases and decreases in the assets of the Fund and of all Eaton Vance Funds as a group over various time periods, and evaluated the extent to which the total expense ratio of the Fund and the profitability of the Adviser and its affiliates may have been affected by such increases or decreases. Based upon the foregoing, the Board concluded that the Fund currently shares in the benefits from economies of scale, if any, when they are realized by the Adviser. The Board also considered the fact that the Fund is not continuously offered in the same manner as an open-end fund and that, notwithstanding that the Fund is authorized to issue additional common shares through a shelf offering, the Fund’s assets are not expected to increase materially in the foreseeable future. Accordingly, the Board did not find that the implementation of breakpoints in the advisory fee schedule is warranted at this time.

Eaton Vance

Floating-Rate Income Trust

November 30, 2023

Officers and Trustees

Officers
Kenneth A. Topping President	Nicholas S. Di Lorenzo Secretary
Deidre E. Walsh Vice President and Chief Legal Officer	Laura T. Donovan Chief Compliance Officer
James F. Kirchner Treasurer

Trustees

38

Eaton Vance Funds

Privacy Notice

April 2021

FACTS

WHAT DOES EATON VANCE DO WITH YOUR PERSONAL INFORMATION?

Why?	Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
What?	The types of personal information we collect and share depend on the product or service you have with us. This information can include: ■ Social Security number and income ■ investment experience and risk tolerance ■ checking account number and wire transfer instructions
How?	All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Eaton Vance chooses to share; and whether you can limit this sharing.

Reasons we can share your personal information	Does Eaton Vance share?	Can you limit this sharing?
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus	Yes	No
For our marketing purposes — to offer our products and services to you	Yes	No
For joint marketing with other financial companies	No	We don’t share
For our investment management affiliates’ everyday business purposes — information about your transactions, experiences, and creditworthiness	Yes	Yes
For our affiliates’ everyday business purposes — information about your transactions and experiences	Yes	No
For our affiliates’ everyday business purposes — information about your creditworthiness	No	We don’t share
For our investment management affiliates to market to you	Yes	Yes
For our affiliates to market to you	No	We don’t share
For nonaffiliates to market to you	No	We don’t share