EXHIBIT (b)(3)

AMENDMENT NO. 2

TO

THE AMENDED AND RESTATED BY-LAWS

OF

EATON VANCE FLOATING-RATE INCOME TRUST

DATED August 13, 2020

(THE “BY-LAWS’)

WHEREAS, pursuant to authority expressly vested in the Board of Trustees of Eaton Vance Floating-Rate Income Trust (the “Fund”) by the Declaration of Trust of the Fund, the Board of Trustees of the Fund may transact the Fund’s affairs;

WHEREAS, Appendix I to the By-Laws establishes and fixes the rights and preferences of the Fund’s Variable Rate Term Preferred Shares (“VRTP Shares”);

WHEREAS, the Board of Trustees of the Fund adopted Amendment No. 1 to the By-Laws, effective July 7, 2023, to amend Appendix I to the By-Laws (as so amended, “Appendix I”);

WHEREAS, the Board of Trustees of the Fund has determined that it is in the best interest of the Fund to (i) extend the Term Redemption Date of the Series L-2 VRTP Shares to January 24, 2026 and (ii) amend the Applicable Spread over 3-month SOFR as set forth below;

WHEREAS, the Board of Trustees of the Fund has approved each of the foregoing changes; and

WHEREAS, each of the foregoing changes has been consented to in writing by the sole holder of the Series L-2 VRTP Shares.

NOW THEREFORE, the undersigned officer of the Fund hereby certifies as follows:

1. The Board of Trustees of the Fund has adopted resolutions to (i) extend the Term Redemption Date of the Series L-2 VRTP Shares to January 24, 2026 and (ii) amend the Applicable Spread over 3-month SOFR as set forth below.

2. The definition of “Applicable Spread” as set forth in the “Definitions” of Appendix I is, with respect to the Series L-2 VRTP Shares, deleted in its entirety and replaced with the following:

“Applicable Spread” means, with respect to any Dividend Period for any Series of VRTP Shares, the percentage per annum set forth in the table directly below opposite the lowest applicable credit rating assigned to such Series by any Rating Agency on the Rate Determination Date for such Dividend Period.

Long-Term Ratings*
Moody’s	S&P	Applicable Spread**
Aaa to Aa3	AAA to AA-	2.55%
A1	A+	2.80%
A2	A	3.09%

A3	A-	3.36%
Baa1 to Baa3	BBB+ to BBB-	3.90%
Below Investment Grade	Below Investment Grade	6.60%
* And/or the equivalent long-term rating of any Other Rating Agency then rating the relevant Series of VRTP Shares, in all cases utilizing the lowest of the ratings of the Rating Agency or Rating Agencies then rating such Series. ** On any day on which an Increased Rate Event is continuing, the Dividend Rate shall equal the Increased Rate.

3. Section 5 (“Term Redemption Date Applicable to Series”) of Appendix F to Appendix I, the Statement Designating Series L-2 VRTP Shares, is deleted in its entirety and replaced with the following:

Section 5. Term Redemption Date Applicable to Series.

The Term Redemption Date is January 24, 2026, subject to extension pursuant to Section 2.5(a) of the VRTP Amendment.

4. Any capitalized terms used herein but not defined herein shall have the meanings given to such capitalized terms in Appendix I.

5. Except as amended hereby, Appendix I remains in full force and effect.

6. An original copy of this amendment shall be lodged with the records of the Fund and filed in such places as the Board of Trustees of the Fund deems appropriate.

(Signature Page Follows)

Dated this 8 day of July, 2024.

EATON VANCE FLOATING-RATE
INCOME TRUST

By: /s/ James F. Kirchner
Name: James F. Kirchner
Title: Treasurer