RESPONSE OF THE OFFICE OF CHIEF COUNSEL 

DIVISION OF INVESTMENT MANAGEMENT 

June 26, 2013 

IM Ref. No. 20134121532 

Eaton Vance Floating-Rate Income 

Trust, Eaton Vance Senior Income 

Trust, Eaton Vance Senior 

Floating-Rate Trust, Eaton Vance 

Municipal Income Trust, Eaton 

Vance Municipal Bond Fund, and 

Eaton Vance Municipal Bond Fund 

II 

File No. 811-21574 

Your letter dated June 25, 2013 requests our assurance that we would not recommend 

enforcement action to the Securities and Exchange Commission ("Commission") under SeCtion 

5(b) or Section 6(a) ofthe Securities Act of 1933 (the "Securities Act") against Eaton Vance 

Floating-Rate Income Trust, Eaton Vance Senior Income Trust, Eaton Vance Senior 

Floating-Rate Trust, Eaton Vance Municipal Income Trust, Eaton Vance Municipal Bond Fund, 

or Eaton Vance Municipal Bond Fund II (each, a "Fund," and collectively, the "Funds"), each of 

which filed and had declared effective, or intends to file and have declared effective, by the 

Commission a shelf registration statement on Form N-2 ("Registration Statement"), if a Fund 

files a post-effective amendment to its Registration Statement pursuant to Rule 486(b) under the 

Securities Act under the circumstances set forth in your letter. 

Background 

You state that each Fund is a closed-end management investment company registered 

under the Investment Company Act of 1940 (the "Investment Company Act"). Each Fund filed 

and had declared effective, or intends to file and have declared effective, by the Commission its 

Registration Statement pursuant to which it may issue common shares on a delayed basis in 

accordance with Rule 415(a)(1)(x) under the Securities Act and the positions ofthe Commission 

staff. 1 Eaton Vance Management serves as the investment adviser to each Fund. Each Fund's 

common shares are registered under Section 12(b) ofthe Securities Exchange Act of 1934 and 

are listed and traded on the New York Stock Exchange or NYSE MKT LLC, as applicable. 

Eaton Vance Floating-Rate Income Trust has a fiscal year ending on May 31. Eaton Vance 

Senior Income Trust has a fiscal year ending on June 30. Eaton Vance Senior Floating-Rate 

Trust has a fiscal year ending on October 31. Eaton Vance Municipal Income Trust has a fiscal 

year ending on November 30. Eaton Vance Municipal Bond Fund and Eaton Vance Municipal 

Bond Fund II have a fiscal year ending on September 30. 

You state that each Fund's board oftrustees (the "Board"), including a majority of 

independent trustees, has concluded that a continuously effective shelf registration statement 

would be beneficial to each Fund, its shareholders and potential investors. You state that each 

Fund, therefore, needs a continuously effective Registration Statement, and annually would have 

to file post-effective amendments to its Registration Statement pursuant to Section 8( c) ofthe 

See Nuveen Virginia Premium Income Municipal Fund, SEC Staff No-Action Letter (Oct. 6, 2006); Pilgrim 

America Prime Rate Trust, SEC StaffNo-Action Letter (May 1, 1998) ("Pilgrim Letter"). 
Securities Act ("Post-Effective Amendments") to bring the Fund' s financial statements up to 

date or to make other non-material changes. You further state that each Fund, its shareholders 

and potential investors would benefit ifPost-Effective Amendments filed for the purpose of 

bringing the Fund's financial statements up to date or to make any other non-material changes 

were effective immediately, as permitted by Rule 486(b) under the Securities Act available to 

certain registered closed-end investment companies. You state that utilization of Rule 486(b) 

would help ensure that the Funds have the ability to raise capital as the opportunity arises, and 

could reduce expenses incurred by the Funds in the Post-Effective Amendment process. You 

further state that due to the limited purpose for which the Funds would use Rule 486(b ), no 

erosion ofinvestor protection would occur and investors could have faster access to important 

information about the Funds, including their updated financial information. 

Discussion 

Rule 486(b) under the Securities Act, in relevant part, states that a post-effective 

amendment to a registration statement filed by a registered closed-end management investment 

company which makes periodic repurchase offers under Rule 23c-3 under the Investment 

Company Act ("Interval Fund") shall become effective on the date on which it is filed with the 

Commission, provided that certain conditions are met. The conditions ofRule 486(b) require, 

among other things, that the post-effective amendment be filed for no purpose other than, among 

other things, bringing the financial statements up to date or making non-material changes, and 

that the registrant make certain representations concerning the purpose for which the amendment 

is filed. 

In adopting Rule 486(b) in 1994, the Commission recognized that Interval Funds may 

have a need to raise capital continuously, and therefore need continuously effective registration 

statements and would benefit if certain filings could become effective automatically.2 The 

Commission staff in 1998 recognized that registered closed-end management investment 

companies such as the Funds, which are not Interval Funds, also may benefit from the flexibility 

to take advantage of favorable market conditions to raise additional capital through continuous or 

delayed offerings of their securities.3 You assert that the Funds and their shareholders also 

would benefit if the Funds' Post-Effective Amendments that comply with the conditions ofRule 

486(b) could become effective immediately pursuant to that Rule. 

You represent that each filing made in reliance on the requested relief would be made in 

compliance with the conditions of Rule 486(b), and that each Fund will file a Post-Effective 

Amendment containing a prospectus pursuant to Section 8(c) ofthe Securities Act prior to any 

offering ofits securities at a price below net asset value. You also represent that in relying on the 

requested relief to sell common shares, each Fund will sell newly issued shares at a price no 

2 See Post-Effective Amendments to Investment Company Registration Statements, Investment Company 

Act Release No. 20486 (Aug. 17, 1994), n.22 and accompanying text. An Interval Fund operates pursuant to a 

fundamental policy that requires the Interval Fund to make periodic offers to repurchase its common stock in an 

amount not less than five percent ofthe outstanding shares. See Rule 23c-3 under the Investment Company Act. 

These repurchase offers may create a need for the Interval Fund to replenish its assets by making a continuous or 

intermittent offering of its common stock. See Continuous or Delayed Offerings by Certain Closed-End 

Management Investment Companies; Automatic Effectiveness of Certain Registration Statements and Post-Effective 

Amendments, Investment Company Act Release No. 19391 (Apr. 7, 1993). 

3 See Pilgrim Letter, supra note 1, at n.12 and accompanying text. 

2 

4 

lower than the sum ofthe Fund's net asset value plus the per share commission or underwriting 

discount.4 

Conclusion 

Based on the facts and representations set forth in your letter, we would not recommend 

that the Commission take any enforcement action under Section S(b) or Section 6(a) ofthe 

Securities Act against the Funds ifthe Funds file Post-Effective Amendments to their 

Registration Statements pursuant to Rule 486(b) under the Securities Act. This response 

expresses our view on enforcement action only and does not express any legal or interpretive 

conclusion on the issues presented. Because our position is based upon all ofthe facts and 

representations in your letter, any different facts or representations may require a different 

conclusion.5 We note that each Fund has acknowledged that the staff may withdraw any 

assurance granted in this letter ifthe staff finds that the Fund is misusing Rule 486(b) or for any 

other reason. 

~~ Adam Glazer 

Senior Counsel 

See Pilgrim Letter, supra note 1, at n.4 and accompanying text. 

The Division oflnvestment Management generally permits third parties to rely on no-action or interpretive 

letters to the extent that the third party's facts and circumstances are substantially similar to those described in the 

underlying request for a no-action or interpretive letter. See Informal Guidance Program for Small Entities, 

Investment Company Act Release No. 22587 (Mar. 27, 1997), n.20. In light ofthe very fact-specific nature ofthe 

Funds' request, however, the position expressed in this letter applies only to the Funds, and no other entity may rely 

on this position. The staff is willing to consider similar requests from other registered closed-end management 

investment companies. 

3 

L 

1933 Act - Section 5(b) 

1933 Act - Section 6(a) 

1933 Act - Rul e 486 

June 25, 2013 

Douglas J. Scheidt, Esq. 

Associate Director and Chief Counsel 

Division oflnvestmenl Management 

United States Securities and Exchange Commission 

100 F Street, N E 

Washington, DC 20549 

Dear Me. Scheidt: 

On behalf of Eaton Vance Floating-Rate Income Trust, Eaton Vance Senior Income 

Trust, Eaton Vance Senior Floating-Rate Trust, Eaton Vance Municipal Income Trust, Eaton 

Vance Municipal Bond Fund and Eaton Vance Municipal Bond Fund II (together the 

"Trusts" and each, individually, a 'Trust"), we seek assurance that the staff of the Division of 

Investment Management (the "Staff') will not recommend enforcement action against the 

Trusts to the Securities and Exchange Commission (the "Commission") under Section 5(b) or 

Section 6(a) of the Securities Acl of 1933, as amended (the "Securities Act"), if the Trusts 

utilize Rule 486(b) of the Securities Act to fi le post-effective amendments to their 

registration statements in satisfaction of the undertakings contained in each Trust's 

registration statement, under the circumstances set forth in this letter. 

Background 

Each of the Trusts is a closed-end management investment company that is registered 

under the Investment Company Act of 1940, as amended (the "Investment Company Act"). 

Eaton Vance Management serves as the investment adviser to the Trusts. Eaton Vance 

Floating-Rate Income Trust has a fis cal year ending May 31, Eaton Vance Senior Income 

Trust has a tiscal year ending June 30, Ealon Vance Senior Floating-Rate Trust has a fiscal 

year ending October 31 , Eaton Vance Municipal Income Trust has a fiscal year ending 

November 30, Eaton Vance Municipal Bond fund has a fiscal year ending September 30 and 

Eaton Vance Muni cipal Bond Fund II has a fiscal year ending September 30. Each Trust's 

common shares are registered under Seclion 12(b) of the Securities Exchange Act of 1934, as 

amended, and have been listed and traded on the New York Stock Exchange or the NYSE 

MKT LLC, as applicable, since the inception of each such Trust. Each Trust has filed a shelf 

130S -330 j 548 v i I 

klgates ,cDm 
Douglas J. Scheidt, Esq. 

June 25 , 20 13 

Page 2 

registration statemcnt on Form N-2 pursuant to which it has issued, or intends to issue, 

securi ti es on a delayed basis in accordance with the terms of Rule 415(a)(1 )(x) under the 

Securities Act and the positions of the Staff articulated in Pilgrim Ameri ca Prime Rate Trust 

(pub. avail. May I, 1998) C Pilgrim") and Nuveen Virginia Premium Income Municipal Fund 

(pub. avail. October 6, 2006) CNuveen l'} Eaton Vance Senior Income Trust and Eaton 

Vance Senior Floating-Rate Trust were declared effective on November 14, 2012. Eaton 

Vance Floating-Rate Income Trust was declared effecti ve on January 17, 2013. I 

In approving the Trust's shelf registration statements, the Board of Trustees (the 

"Board") of each Trust, including a majority of the independent trustees, considered the 

benefits to the Trust and its shareholders of the ability to raise capital through the public 

offering of additional securities on a delayed and continuous basis. The Board also 

considered that a continuously effective shelf registration statement is beneficial to the 

Trusts, their shareholders and potential investors. However, the Trusts might be unabl e to 

sell securities pursuant to their effective shelf registration statements for significant portions 

of each year, to the detriment of the Trusts and their shareholders, due to the post-effective 

amendment process currently required to bring the Trusts' tinancia l statements up to date. 

To address this, each Trust is seeking relief to allow it to utilize Rule 486(b) under the 

Securities Act, which is available to certain registered closed-end investment companies,2 to 

file post-effective amendments to their shelf registration statements in order to bring their 

financial statements up to date, or to make any other non-material changes. If this relief is 

granted, investors would benefit from the Trusts' abi lity to raise capital in continuous 

offerings of their securities at non-dilutive prices, without significant periods of disruption to 

such offering process. In addition, Trust shareholders would benefit fi'om considerable cost 

savings, as expenses incurred in respect of the current post-effective amendment process are 

significant Due to the limited purpose for which the Trusts propose to use Rule 486(b), no 

erosion of investor protections would occur. 

I Each of Eawn Vance Municipal Income Trust, Eaton Vance Municipal Bond Fund and Eaton Vance 

Municipal Bond Fund II has not yet been declared effective. Eaton Vance Municipal Income Trust commenced 

operations on January 29, J 999. Eawn Vance Municipa l Bond Fund commenced operations on A ugust 30, 

2002. Eaton Vance Municipal Boud Fund II commenced opera lions on November 29, 2002. Each of Ealon 

Vance Munic ipa l Income Trust, Eaton Vance Municipal Bond Fund and Eawn Va nce Municipal Bond Fund II 

has traded at a premium from iime-to-time aud has filed a freg tra n statement on Form N-2. 

2 The Trus ~ are noi organized as interva l funds pursuam to Ru le 23c-3 under the Investment Company Act, aud 

therefore Rule 486(b), on its face, is not currently available to the Trusts. 
Douglas 1. Scheidt, Esq. 

Ju ne 25. 20 13 

Page 3 

II. Discussion 

Section 5(b)(I) of the Securiti es Act makes it unl awful for any person directly or 

indirectl y to transmit, through interstate commerce, a prospectus relating to any security with 

respect to which a registration statement has been fi led, unless the prospectus meets the 

requirements of Section 10 of the Securities Act. Simil arly, Section 5(b)(2) of the Securities 

Act makes it unlawful for any person directly or indirectly to carry or cause to be carried any 

security for the purpose of sale or delivery, unless preceded or accompanied by a prospectus 

that meets the requirements of Section I O(a) of the Securities Act. 

Section I O(a)(1) of the Securities Act, in pertinent part, states that a prospectus 

relating to a security - other than a security issued by a foreign issuer - shall contain the 

information contained in the issuer's registration statement. Section JO( a)(3) states that, 

notwithstanding Section 10(a)(1), a prospectus that is used more than nine months after the 

effective date of the registration statement must have information as of a date not more than 

sixteen months prior to such use, so far as the information is known to the user of the 

prospectus or can be furnished by the user of the prospectus without unreasonable effort or 

expense (a "1 0(a)(3) Prospectus"). 

Open-end management investment companies ("Open-end Funds'), unit investment 

trusts, and face-amount certificate companies are required by Section 24( e) of the Investment 

Company Act to use a 10(a)(3) Prospectus that does not vary from the latest prospectus filed 

as part of a post-effective amendment to the fund's registration statement. Open-end Funds 

satisfy this requirement by filing a post-effective amendment pursuant to Rule 485, which 

provides for automatic or immediate effecti veness 3 Notabl y, however, Section 24(e) does 

not apply to closed-end management investment companies, and there is no statutory 

requirement mandating that a closed-end fund make such a post-effective filing4 Instead, 

Rule 41 5(a)(3) requires a registrant that is an investment company filing on Form N-2 to 

furnish the undertakings required by Item 34.4 of Form N-2. Item 34.4.a of Form N-2 (the 

registration statement utilized by closed-end funds) requires closed-end funds to undertake 

"to fil e, during any period in which of1ers or sales are being made, a post-effective 

amendment to the registration statement: (1) to include any prospectus required by Section 

10(a)(3) of the 1933 Act. " 

3 Rule 485(a) pennits automatic effectiveness after the passage ofa specified period ofhme . Rule 485(b) 

provides for lnlIDediate effectiveness of fi li ngs made for certain purposes, including, among other things, 

updating financjal statements and making non-material changes. 

4 See Section 24(e) of the Investment Company Act; L Loss & J. Seligman, Securities Regula tIOn, 566 (3rd ed. 

1998). 
Douglas 1. Scheidt, Esq. 

June 25,20 13 

Page 4 

Each Trust has made this undertaking in its registration statement. As a consequence, 

each Trust currently is or will be required to fil e a post-etTective amendment on an annual 

basis to update its shelf registration statement with its audited financi al statements in 

accordance with th is undeliaking, as well as to make any non-material updates. Each Trust 

will satisfy this undertaking by filing a post-effective amendment with the Commission 

pursuant to Section 8(c) of the Securities Act. Section 8(c) does not provide a mechanism fo r 

automati c effectiveness.s A post-effective amendment fi led pursuant to Section 8(c) must be 

declared effective by the Staff in order to take effect. This process subj ects the fi lings to 

Staff review and comment, even for routine non-material amendments, which in the Trusts' 

experience is a lengthy process. During this period, no issuances can take place, thereby 

preventing the Trusts from taking advantage of what may be an attractive market to ralse 

assets for the benefit of Trust shareholders. 

Closed-end funds that are operated as interval fu nds pursuant to Rule 23c-3 under the 

Investment Company Act are not subject to these delays. Rule 486(b) provides that a posteffective amendment to an effective registration statement, or a registration statement for 

additional shares of common stock, fi led by a registered closed-end management investment 

company or business development company whi ch makes periodic repurchase offers under 

Rule 23c-3 under the Investment Company Act (" Interval Funds") shaH become immedi ately 

effecti ve on the date it is tiled, or on a later date designated by the registrant that is no more 

than 30 days after the fi ling is made, provided that the post-effecti ve amendment or the 

registration statement is filed solely: (i) to register additional shares of common stock for 

which a registration statement filed on Form N-2 is effective, (ii) to bring the financia l 

statements up to date under Section 10(a)(3) of the Securities Act or Rule 3-18 of Regulation 

S-X, (iii) to designate a new effective date for a previously fi led post- effective amendment or 

registration statement for additional shares under Rule 486(a), which has not yet become 

effective, (iv) to disclose or update the information required by Item 9c of Form N_2,6 (v) to 

make an y non-material changes the registrant deems appropriate, and (vi) for any other 

purpose the Commission shall approve. 

In the adopting release fo r Rule 486, the Commission stated that " [t]he initial 

proposal of rule 486 recogni zed that closed-end interval funds may need continuously 

5 But see supra note 3 and accompanying text for a discussion of Rule 485, which provides for automatic and 

inunediate effectiveness for Open-end Funds. 

6 We note that Fonn N-2 does not have, and has never had, an ·'Item 9c." Based upon a review of the 

administrative hI stOry of Ru le 486, we believe that this shoul d be a reference to Item 9.1.c. of Form N-2, wh ich 

relates to information regarding indivtdual portfolio managers. Accordingly, the Trusts plan to treat the 

reference to "Item 9c" as a reference to Item 9.1.c. of Form N·2. 
Douglas 1 Scheidt, Esq. 

June 25,2013 

Pagc 5 

effective registration statements and would benefit if certain filings could become effective 

automatically·,7 The Tmsts believe that this line of thought should be extended to them as 

closed-end fund s that are conducting offerings pursuant to Rule 41 5(a)( I lex). 

Recently, your office has concurred with this approach. In Nuveen Municipal High 

Income Opportunity Fund (pub. avail. Nov. 9, 20 I 0) ("Nuveen II"), Cal amos Advisors LLC 

(pub. avail. Feb. 14, 20 I I) ("Calamos"), and Aberdeen Australia Equity Fund, Inc. (pub . 

avail. April 12,20 12) ("Aberdeen"), the Stalf granted no-action assurances to three closedend fund complexes that were engaged in a delayed or continuous offering pursuant to Rule 

41 5(a)(I)(x). 1n the letters, the Staff agreed not to recommend enforcement action to the 

Commission under Sections 5(b) and 6(a) of the Securities Act based on the representation 

that the respective fund s' board of directors approved the funds' delayed or continuous 

offerings, the representation that each fund's post-effective amendments wou ld comply with 

the conditions of Rul e 486(b), and the representation that each fund would fil e a PostEffective Amendment containing a prospectus pursuant to Section 8ec) of the Securiti es Act 

prior to any offering of its securities at a price below net asset value. 

Your office has been clear that, "[i]n light of the very fact specific nature" of the 

requests, this relief is limited on its face to the addressees of the no-action letters. Your 

office has gone on to note, however, that it "is willing to consider similar requests from other 

registered closed-end management investment companies." 

We submit that the Tmsts are similarly situated to the funds in the Nuveen II, 

Calamos and Aberdeen letters for purposes of this relief. As was the case with each of the 

funds in the Nuveen II, Calamos and Aberdeen letters, each Tmst's Board, including a 

majority of its independent trustees, considered the benefits to each Tmst and its shareholders 

of the continued ability to raise capi tal through the public offering of additional securiti es on 

a delayed and continuous basis. In addition, each Trust's Board considered that a 

continuously effective shelf registration statement would be beneficial to the Trusts, their 

shareholders and potential investors. In furtherance of these considerations, each Tmst has 

an effective registration statement on fil e with the Commission pursuant to which the Trust 

may issue securities on a delayed and continuous basis in accordance with Rule 415(a)(l)ex) 

under the Securities Act and the positions of the Commission staff in the Nuveen I and 

Pilgrim letters. 

As is the case with Interval Funds, the Tmsts and their common shareholders wo uld 

also benefit from having continuously effecti ve registration statements. The ability to utili ze 

7 Post-Effeclive Amendments to Investment Company RegisLration Statements, SEC ReI. No. 33-7083 (Aug. 17, 

1994). 
Douglas J. Scheidt, Esq. 

June 25, 2013 

Page 6 

Rule 486(b) under the SecUlities Act would have significant benefits for the Trusts and their 

investors: 

• 	 The Trusts would have the ability to raise capital as the opportunity mises; 

• 	 The Trusts would reduce the expenses they presently incur as part of the 

registration statement review and comment process, thus benefiting 

shareholders; and 

• 	 Investors could have faster access to important information about the Trusts, 

including their updated financial information. 

In addition, because Rule 486(b) would only permit the Trusts to update their 

financial statements, or to make non-material changes to their registration statements, the 

Trusts believe that the public policy of protecting investors would be safeguarded. The 

Trusts represent that in each case such filings would be made in compliance with the 

conditions of Rule 486(b), and that each Trust will file a Post-Effective Amendment 

containing a prospectus pursuant to Section 8(c) of the Securities Act prior to any offering of 

its securiti es at a price below net asset value. Each Trust, in reli ance on the requested reli ef 

to sell common shares will sell newly issued shares at a price no lower than the sum of the 

Trust's net asset value plus the per share commission or underwriting discount 8 

The Trusts wo ul d utilize Rule 486(b) to fil e post-effective amendments only for 

purposes of: (I) bringing the financial statements of a Trust up to date under Section 10(a)(3) 

of tlie Securities Act or Rul e 3- 18 of Regulation S-X, (2) to update the information required 

by Item 9.l.c of Form N-2, or (3) to make any non-material changes the registrant deems 

appropriate. 

ll1. 	 Conclusion 

In light oflhe forgoing, we seek your assurances that the Staff will deem the Trusts to 

have complied with their undertaking provided in response to Item 34.4 a of Form N-2, and 

will not recommend enforcement action against the Trusts to the Commission under Section 

5(b) or Section 6(a) of the Securities Act if the Trusts utilize Rule 486(b) of the Securities 

Act, und er the circumstances set forth above. 

Each Trust acknowledges that the Staff may withdraw any assurance granted in 

response to this lett er if the Staff finds that the Trust is misusing Rule 486(b), or for any other 

8 See Ca lamos Convertible Opportunities and Income Fund (pub. avaiL Feb. 14, 2011). 
Douglas J. Scheidt, Esq. 

June 25, 2013 

Page 7 

reason. Please contact the undersigned at (617) 951-9068, with any questi ons or comments 

regarding th is letter. 

cc: Valerie J. Lithotomos 

U.S. Securities and Exchange Commission 

Frederick S. Marius 

Stephanie Rosander 

Eaton Vance Management 


Mark P. Goshko 


K&L Gates LLP