EFFECTIVE AUGUST 1, 2021, THIS LETTER IS

June 26, 2013

EFFECTIVE AUGUST 1, 2021, THIS LETTER IS

WITHDRAWN. Please consult the following web

page for more information: https://www.sec.gov/

divisions/investment/im-modified-withdrawn-staffstatements.

RESPONSE OF THE OFFICE OF CHIEF COUNSEL

DIVISION OF INVESTMENT MANAGEMENT

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 of the 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) of the 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 of trustees (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) of the

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 if Post-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 of investor 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 of Rule

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) of the Securities Act prior to any

offering of its 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 of the 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

lower than the sum of the 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) of the

Securities Act against the Funds if the 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 of the 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

4

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 of the

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

1933 Act - Section 5(b)

1933 Act - Section 6(a)

1933 Act - Rul e 486

June 25, 2013

Douglas J. Scheid t, Esq.

Associate Director and Chief Counsel

Division oflnvestmenl Management

United States Securities and Exchange Commission

100 F Street , N E

Washington , DC 2054 9

Dear Me. Scheidt:

On behalf of Eaton Vance Fl oating-Rate In come Trust, Eaton Vance Senior Income

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

Vance Municipal Bond Fund and Eaton Van ce 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 Com mission (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 thi s letter.

L

Backgro und

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 th e investment adviser to the Trusts. Eaton Vance

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

Trust has a tiscal year ending June 30, Ealon Van ce Senior Floati ng-Rate Trust has a fiscal

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

N ovember 30, Eaton Van ce Municip al 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 fi led 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 iss ued, or intends to iss ue,

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

Securities Act and th e 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 effect ive on November 14, 2012. Eaton

Vance Floating- Rate Income Trust was declared effect ive 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 capita l 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 mi ght 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 Ru le 48 6(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 statem ents in order to bring their

financial statements up to date, or to make any other non -material changes. If th is 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 sharehold ers would benefit fi'om considerable cost

savings, as expenses incurred in respect of the curren t 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 Munici pal Bond Fund and Eaton Vance

Mun icipal Bond Fund II has not yet been declared effect ive. 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. Eato n Vance Municipal Boud Fund II commenced opera li ons on November 29, 2002. Each of Ealon

Vance Munic ipa l Inco me 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 ~ he l fregi stra tion statement on Form N-2.

2 The Trusl~ 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 ava ilable to the Trusts.

Douglas 1. Scheidt , Esq.

Ju ne 25. 20 13

Page 3

II .

Di scussion

Secti on 5(b)(I) of the Securiti es Act makes it unl awfu l for any person directly or

indirectl y to transmit, through interstate comm erce, a prospectus relatin g to any security with

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

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

Act makes it unlawful for any person di rectly 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 regi stration 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 in formation 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 furni shed by the user of the prospectus without unreasonable effort or

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

Open-end mana gement in vestment 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 thi s 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 fi lin g on Form N-2 to

furni sh the undertaki ngs required by Item 34.4 of Form N-2. Item 34.4.a of Form N-2 (the

registrati on statement utilized by closed-end fund s) req uires closed-end fund s 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 automat ic effectiveness afte r the passage ofa specified period ofhme .

Rule 485(b)

provides for lnlIDediate effectiveness of fi li ngs made for certain purposes, including, among o ther thi ngs,

updating financjal statements and making non-material changes.

4

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

1998).

Douglas 1. Scheidt, Esq.

June 25,20 13

Page 4

Each Trust has made thi s 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 sati sfy thi s undertaking by filin g a post-effective amendment with the Commission

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

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

decl ared 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 attracti ve market to ralse

assets for the benefit of Trust shareholders.

Clo sed-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 48 6(b) provides that a post­

effective 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

compan y or business development company whi ch makes period ic repurchase offers under

R ule 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 fi led solely: (i) to register additional shares of common stock for

which a registrati on 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 Securi ties 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 statemen t for additional shares under Rule 486(a), which has not yet become

effective, (iv) to disclose or update the information requ ired 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 Comm ission shall approve.

In the adopting release fo r Rule 486, the Commi ssion stated that " [t]he ini tial

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

5 But see supra no te 3 and accompanying tex t for a disc ussion

of Rule 485, which provides for automatic and

inunediate effectiveness for Open-end Funds.

6 We note tha t Fonn N-2 does not have, an d 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. Accord ingly, 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 regi strati on statements and would benefit if certain filin gs coul d become effective

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

closed -end fund s that are condu cting offerings pursuant to Rule 41 5(a)( Ilex).

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

Income Opportunity Fund (pub. avail. Nov. 9, 20 I 0) ("N uveen II"), Calamos Advi sors LLC

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

avail. April 12,20 12) ("Aberdeen"), the Stalf granted no-action assurances to three closed­

end fund complexes th at were engaged in a delayed or continuous offering pursuant to Ru le

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

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 fund s' delayed or continu ous

offerings, the representation th at each fund's post-effective amendm ents wou ld comply with

the conditions of Rul e 486(b), and the representation that each fund wou ld fil e a Post­

Effective 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 , thi s reli ef 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 fro m other

registered closed-end management investment companies."

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

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

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

majority of its independent trustees, considered the benefits to each Tm st and its sharehold ers

of the continued ability to rai se 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 registrat ion statement would be beneficial to the Trusts, their

shareholders and potenti al 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 sharehold ers wo uld

also benefit from having con tinuously effecti ve registration statements. The ab il ity to utili ze

7 Post-Effeclive Amendments to Investment Company RegisLration Statements, SEC ReI. No.

1994).

33-7083 (Aug. 17,

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 Tru sts would have the ability to raise capital as the opportunity mi ses;

•

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

regi stration 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) wou ld on ly 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 pro spectus pursuant to Section 8(c) of the Securi ties Act prior to any offering of

its securiti es at a pri ce below net asset value. Each Trust, in reli ance on the requ ested 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 plu s the per share com mi ssion 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 finan cial 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 Co nvertible Opportunities and Income Fund (pub. avai L Feb. 14, 2011).

Douglas J. Scheidt , Esq .

June 25, 2013

Page 7

reason. Please co ntact 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