INTERNAL CONTROL RPT

REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

To the Trustees and Shareholders of Eaton Vance Floating-Rate
Income Trust:

In planning and performing our audit of the financial statements
of Eaton Vance Floating-Rate Income Trust (the "Trust") as of
and for the year ended May 31, 2021, in accordance with the
standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), we considered the Trust's internal
control over financial reporting, including controls over
safeguarding securities, as a basis for designing our auditing
procedures for the purpose of expressing our opinion on the
financial statements and to comply with the requirements of
Form N-CEN, but not for the purpose of expressing an opinion
on the effectiveness of the Trust's internal control over financial
reporting. Accordingly, we express no such opinion.

The management of the Trust is responsible for establishing and
maintaining effective internal control over financial reporting. In
fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and
related costs of controls. A trust's internal control over financial
reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with
generally accepted accounting principles. A trust's internal
control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the trust; (2) provide reasonable
assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and
expenditures of the trust are being made only in accordance with
authorizations of management and trustees of the trust; and (3)
provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of a
trust's assets that could have a material effect on the financial
statements.

Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists
when the design or operation of a control does not allow
management or employees, in the normal course of performing
their assigned functions, to prevent or detect misstatements on a
timely basis. A material weakness is a deficiency, or a
combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a
material misstatement of the trust's annual or interim financial
statements will not be prevented or detected on a timely basis.

Our consideration of the Trust's internal control over financial
reporting was for the limited purpose described in the first
paragraph and would not necessarily disclose all deficiencies in
internal control that might be material weaknesses under
standards established by the PCAOB. However, we noted no
deficiencies in the Trust's internal control over financial reporting
and its operation, including controls for safeguarding securities,
that we consider to be a material weakness, as defined above,
as of May 31, 2021.

This report is intended solely for the information and use of
management and the Trustees of Eaton Vance Floating-Rate
Income Trust and the Securities and Exchange Commission and
is not intended to be and should not be used by anyone other
than these specified parties.

/s/ Deloitte & Touche LLP

Boston, Massachusetts
July 20, 2021

LEGAL PROCEEDINGS

On July 15, 2020, after its Board of Trustees received a
demand letter from counsel to Saba Capital
Management, L.P. and a hedge fund it advises (together
"Saba"), Eaton Vance Senior Income Trust ("EVF") filed
a complaint against Saba in Suffolk County Superior
Court in Massachusetts seeking a declaratory judgment
as to the validity of an amendment to its by-laws
requiring trustee nominees in contested elections to
obtain affirmative votes of a majority of eligible shares
in order to be elected. Saba subsequently answered this
complaint and asserted counterclaims for breach of
contract and fiduciary duty against EVF and certain
affiliates of EVF, including Eaton Vance Senior Floating-
Rate Trust ("EFR"), Eaton Vance Floating-Rate Income
Trust ("EFT"), Eaton Vance Limited Duration Income
Trust ("EVV") and Eaton Vance Management, as well as
the Board. The answer and counterclaims seek, with
respect to each registered fund named as a
counterclaim defendant, rescission of the above-
referenced by-law provision, other by-law provisions
related to "control share" acquisitions and related relief.
On March 31, 2021, the court allowed in part and
denied in part a motion to dismiss Saba's
counterclaims.  On April 26, 2021, EFR, EFT and EVV
filed counterclaims against Saba seeking declaratory
judgment as to the validity of the above-referenced by-
law amendments. The case number is 2084-cv-01533-
BLS2.