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, 2024, 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, 2024.
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 19, 2024
SABA 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 as of the date of the complaint. 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.