Exhibit g(2)

                                                As of May 21, 2004

Trustees of
Eaton Vance Floating-Rate Income Trust

With reference to the Investment Advisory Agreement proposed to be entered into
by Eaton Vance Management ("Eaton Vance") with Eaton Vance Floating-Rate Income
Trust (the "Fund"), we hereby notify you as follows:

      For so long as the Investment Advisory Agreement for the Fund shall remain
      in effect, Eaton Vance agrees to reimburse the Fund for fees and expenses
      in the amount of 0.20% of average daily gross assets of the Fund for the
      first five full years of the Fund's operations, 0.15% of average daily
      gross assets of the Fund in year six, 0.10% of average daily gross assets
      of the Fund in year seven, and 0.05% of average daily gross assets of the
      Fund in year eight. This expense reimbursement for the Fund may be
      terminated or modified sooner upon mutual agreement of Eaton Vance and the
      Fund.

In addition, in connection with the organization and initial offering of the
common shares of the Fund, Eaton Vance hereby agrees to (i) reimburse all
organizational costs of the Fund and (ii) pay all offering costs of such
offering of the Fund (other than sales loads) that exceed $0.04 per share.

This instrument is executed under seal and shall be governed by Massachusetts
law.

                                       Very truly yours,
                                       EATON VANCE MANAGEMENT

                                       By:  /s/ James B. Hawkes
                                            ---------------------------
                                       Name:   James B. Hawkes
                                       Title:  President, and not Individually

ACCEPTED AND AGREED TO
ON BEHALF OF THE FUND:

By:  /s/ Barbara E. Campbell
     -------------------------------
Name:   Barbara E. Campbell
Title:  Treasurer, and not Individually