POS EX

As filed with the Securities and Exchange Commission on March 15, 2013

1933 Act File No. 333-172870

1940 Act File No. 811-21411

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-2

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933   o

PRE-EFFECTIVE AMENDMENT NO.       o

POST-EFFECTIVE AMENDMENT NO. 3 x

and/or

REGISTRATION STATEMENT UNDER THE

                          INVESTMENT COMPANY ACT OF 1940o

                                         AMENDMENT NO.  11                                 x

(Check appropriate box or boxes)

EATON VANCE SENIOR FLOATING-RATE TRUST

(Exact Name of Registrant as Specified in Charter)

Two International Place Boston, Massachusetts 02110

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, including Area Code (617) 482-8260

Frederick S. Marius

Two International Place Boston, Massachusetts 02110

Name and Address (of Agent for Service)

Copies of Communications to:

Mark P. Goshko, Esq.

Clair E. Pagnano, Esq.

K&L Gates LLP

State Street Financial Center

One Lincoln Street, 20th Floor

Boston, Massachusetts 02111

Approximate Date of Proposed Public Offering:  As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, as amended, other than securities offered in connection with a dividend reinvestment plan, check the following box.   x

It is proposed that this filing will become effective (check appropriate box):

owhen declared effective pursuant to Section 8(c)                                                                                                

EXPLANATORY NOTE

This Post-Effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-172870) of Eaton Vance Senior Floating-Rate Trust (the “Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 3 consists only of a facing page, this explanatory note and Part C of the Registration Statement on Form N-2 setting forth the exhibits to the Registration Statement. This Post-Effective Amendment No. 3 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 3 shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.

PART C

OTHER INFORMATION

ITEM 25.           FINANCIAL STATEMENTS AND EXHIBITS

(1)           FINANCIAL STATEMENTS:

Included in Part A:

Financial Highlights.

Included in Part B:

Registrant’s Certified Shareholder Report on Form N-CSR filed December 26, 2012 (Accession No. 0001193125-12-514731) and incorporated herein by reference.

____________________________

(2)           EXHIBITS:

(a)           (1)           Agreement and Declaration of Trust dated August 5, 2003 is incorporated herein by reference to the Registrant's initial Registration Statement on Form N-2 (File Nos. 333-108010 and 811-21411) as to the Registrant's common shares of beneficial interest ("Common Shares") filed with the Securities and Exchange Commission on August 15, 2003 (Accession No. 0000898432-03-000791) ("Initial Common Shares Registration Statement").

(2)           Amendment dated October 15, 2003 to Agreement and Declaration of Trust is incorporated herein by reference to the Registrant's Pre-Effective Amendment No. 1 to the Initial Common Shares Registration Statement filed with the Commission on October 24, 2003 (Accession No. 0000950135-03-005300) ("Pre-Effective Amendment No. 1 to the Initial Common Shares Registration Statement").

(3)           Amendment dated August 11, 2008 to Agreement and Declaration of Trust is incorporated herein by reference to the Registrant’s initial Registration Statement on Form N-2 (File Nos. 333-172870 and 811-21411) as to Registrant’s shelf offering filed with the Commission on March 16, 2011 (Accession No. 0000898432-11-000425) (“Initial Shelf Registration Statement”).

(b)           (1)           By-Laws are incorporated herein by reference to the Registrant’s Initial Common Shares Registration Statement.

(2)           By-Laws Amendment dated October 15, 2003 are incorporated herein by reference to the Registrant's Pre-Effective Amendment No. 1 to the Initial Common Shares Registration Statement.

(3)           By-Laws Amendment dated January 15, 2004 incorporated herein by reference to the Registrant’s APS Pre-Effective Amendment No. 1 on Form N-2 (File No.

333- 111041) and Amendment No. 1 (File No. 811- 21411) filed with the Commission on January 16, 2004 (Accession No. 0000950135-04-000163) (“APS Pre-Effective Amendment No. 1”).

(4)           Amended By-Laws incorporated herein by reference to the Registrant’s APS Pre-Effective Amendment No. 1.

(5)           Amendment to By-Laws dated February 7, 2005 is incorporated herein by reference to Pre-Effective Amendment No. 1 to the Initial Shelf Registration Statement under the Securities Act of 1933 (1933 Act File No. 333-172870) and Amendment No. 7 to the Registration Statement under the Investment Company Act of 1940 (1940 Act File No. 811- 21411) as to the Registrant’s shelf offering filed with the Commission on September 28, 2012 (Accession No. 0000898432-12-001079) (“Pre-Effective Amendment No. 1 to the Initial Shelf Registration Statement”).

(6)           Amendment to By-Laws dated December 11, 2006 is incorporated herein by reference to Pre-Effective Amendment No. 1 to the Initial Shelf Registration Statement.

(7)           Amendment to By-Laws dated August 11, 2008 is incorporated herein by reference to Pre-Effective Amendment No. 1 to the Initial Shelf Registration Statement.

(8)           Amendment to By-Laws dated November 17, 2008 is incorporated herein by reference to Pre-Effective Amendment No. 1 to the Initial Shelf Registration Statement.

(9)           Amendment to By-Laws dated December 4, 2008 is incorporated herein by reference to Pre-Effective Amendment No. 1 to the Initial Shelf Registration Statement.

(10)           Amendment to By-Laws dated October 19, 2009 is incorporated herein by reference to Pre-Effective Amendment No. 1 to the Initial Shelf Registration Statement.

(11)           Amendment to By-Laws dated April 23, 2012 is incorporated herein by reference to Pre-Effective Amendment No. 1 to the Initial Shelf Registration Statement.

(c)           Not applicable.

(d)           (1)           Form of Specimen Certificate for Common Shares of Beneficial Interest incorporated herein by reference to the Registrant’s Initial Common Shares Registration Statement.

(2)           Form of Specimen Certificate of Series A Auction Preferred Shares is incorporated herein by reference to the Registrant’s initial Registration Statement on Form N-2 (File Nos. 333-111041and 811-21411) as to Registrant’s Auction Preferred Shares (“APS”) filed with the Commission on September 25, 2002 (Accession No. 0000898432-03-001228) (“Initial APS Registration Statement”).

(3)           Form of Specimen Certificate of Series B Auction Preferred Shares is incorporated herein by reference to Registrant’s Initial APS Registration Statement.

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(4)           Form of Specimen Certificate of Series C Auction Preferred Shares is incorporated herein by reference to Registrant’s Initial APS Registration Statement.

(5)           Form of Specimen Certificate of Series D Auction Preferred Shares is incorporated herein by reference to Registrant’s Initial APS Registration Statement.

(6)           Form of Specimen Certificate of Series E Auction Preferred Shares is incorporated herein by reference to Registrant’s Initial APS Registration Statement.

(e)           Dividend Reinvestment Plan filed as Exhibit (17)(d) to the Registrant’s Initial N-14 and incorporated herein by reference.

(f)           Not applicable.

(g)           (1)           Investment Advisory Agreement dated October 20, 2003, is incorporated herein by reference to the Registrant's Pre-Effective Amendment No. 1 to the Initial Common Shares Registration Statement.

(2)           Expense Reimbursement Arrangement dated October 20, 2003, is incorporated herein by reference to the Registrant's Pre-Effective Amendment No. 1 to the Initial Common Shares Registration Statement.

(h)           (1)           Form of Underwriting Agreement is incorporated herein by reference to the Registrant's Pre-Effective Amendment No. 1 to the Initial Common Shares Registration Statement.

(2)           Form of Master Agreement Among Underwriters is incorporated herein by reference to the Registrant's Pre-Effective Amendment No. 1 to the Initial Common Shares Registration Statement.

(3)           Form of Master Selected Dealers Agreement is incorporated herein by reference to the Registrant's Pre-Effective Amendment No. 1 to the Initial Common Shares Registration Statement.

(4)           Form of Underwriting Agreement as to Registrant’s Auction Preferred Shares incorporated herein by reference to Registrant’s APS Pre-Effective Amendment No. 1.

(5)           Form of Auction Agent Agreement as to Registrant’s Auction Preferred Shares is incorporated herein by reference to APS Pre-Effective Amendment No. 1.

(6)           Form of Broker-Dealer Agreement as to Registrant’s Auction Preferred Shares is incorporated herein by reference to APS Pre-Effective Amendment No. 1.

(7)           Form of Distribution Agreement with respect to the Rule 415 shelf offering filed herewith.

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(8)           Form of Sub-Placement Agent Agreement between Eaton Vance Distributors, Inc. and UBS Securities LLC filed herewith.

(i)           The Securities and Exchange Commission has granted the Registrant an exemptive order that permits the Registrant to enter into deferred compensation arrangements with its independent Trustees. See in the matter of Capital Exchange Fund, Inc., Release No. IC- 20671 (November 1, 1994).

(j)            (1)           Master Custodian Agreement with State Street Bank & Trust Company dated September 1, 2010 filed as exhibit (g)(1) to Post-Effective Amendment No. 125 of Eaton Vance Municipals Trust (File Nos. 33-572, 811-4409) filed November 30, 2010 (Accession No. 0000940394-10-001163) and incorporated herein by reference.

(2)           Amended and Restated Services Agreement with State Street Bank & Trust Company dated September 1, 2010 filed as exhibit (g)(2) to Post-Effective Amendment No. 108 of Eaton Vance Special Investment Trust (File Nos. 02-27962, 811-1545) filed September 27, 2010 (Accession No. 0000940394-10-001000) and incorporated herein by reference.

(3)           Amendment Number 1 to Amended and Restated Services Agreement with State Street Bank & Trust Company dated September 1, 2010 filed as Exhibit (g)(3) to Post-Effective Amendment No. 39 of Eaton Vance Municipals Trust II (File Nos. 033-71320, 811-08134) filed May 29, 2012 (Accession No. 0000940394-12-000641) and incorporated herein by reference.

(k)           (1)           Transfer Agency and Services Agreement is incorporated herein by reference to Post-Effective Amendment No. 2 to the Initial Shelf Registration Statement under the Securities Act of 1933 (1933 Act File No. 333-172870) and Amendment No. 10 to the Registration Statement under the Investment Company Act of 1940 (1940 Act File No. 811- 21411) as to the Registrant’s shelf offering filed with the Commission on January 28, 2013 (Accession No. 0000898432-13-000123) (“Post-Effective Amendment No. 2 to the Initial Shelf Registration Statement”).

(2)Amendment dated April 21, 2008 to the Transfer Agency and Services Agreement filed herewith.

(3)Amendment dated June 13, 2012 to the Transfer Agency and Services Agreement filed herewith.

(4)Amended and Restated Administrative Services Agreement dated August 6, 2012 is incorporated herein by reference to the Post-Effective Amendment No. 2 to the Initial Shelf Registration Statement.

(l)            Opinion and Consent of K&L Gates LLP filed herewith.

(m)           Not applicable.

(n)           Consent of Independent Registered Public Accounting Firm is incorporated herein by reference to the Post-Effective Amendment No. 2 to the Initial Shelf Registration Statement.

(o)           Not applicable.

(p)           Letter Agreement with Eaton Vance Management is incorporated herein by reference to Pre-Effective Amendment No. 2 to the Initial Common Shares Registration

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Statement filed with the Commission on November 20, 2003 (Accession No. 0000950135-03-005762).

(q)           Not applicable.

(r)            Code of Ethics adopted by the Eaton Vance Entities and the Eaton Vance Funds effective September 1, 2000, as revised June 1, 2012 filed as Exhibit (p) to Post-Effective Amendment No. 39 of Eaton Vance Municipals Trust II (File Nos. 033-71320, 811-08134) filed May 29, 2012 (Accession No. 0000940394-12-000641) and incorporated herein by reference.

(s)           Power of Attorney dated March 1, 2013 filed herewith.

ITEM 26.           MARKETING ARRANGEMENTS

See Form of Distribution Agreement with respect to the Rule 415 shelf offering filed herewith.

See Form of Sub-Placement Agent Agreement between Eaton Vance Distributors, Inc. and UBS Securities LLC filed herewith.

ITEM 27.           OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The approximate expenses in connection with the offering are as follows:

Registration and Filing Fees	$7,811
FINRA Fees	$9,090
New York Stock Exchange Fees	$5,916
Costs of Printing and Engraving	$0
Accounting Fees and Expenses	$1,200
Legal Fees and Expenses	$35,000
	===============
Total	$59,017*

* The Adviser will pay expenses of the offering (other than the applicable commissions).

ITEM 28.           PERSONS CONTROLLED BY OR UNDER COMMON CONTROL

None.

ITEM 29.           NUMBER OF HOLDERS OF SECURITIES

Set forth below is the number of record holders as of January 31, 2013, of each class of securities of the Registrant:

Title of Class	Number of Record Holders
Common Shares of Beneficial interest, par value $0.01 per share	21,931

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ITEM 30.            INDEMNIFICATION

The Registrant's By-Laws filed in the Registrant’s Initial Common Shares Registration Statement, and the Form of Distribution Agreement filed herewith, contain provisions limiting the liability, and providing for indemnification, of the Trustees and officers under certain circumstances.

Registrant's Trustees and officers are insured under a standard investment company errors and omissions insurance policy covering loss incurred by reason of negligent errors and omissions committed in their official capacities as such. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in this Item 30, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

ITEM 31.           BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

Reference is made to: (i) the information set forth under the caption “Investment advisory and other services” in the Statement of Additional Information; (ii) the Eaton Vance Corp. 10-K filed under the Securities Exchange Act of 1934 (File No. 001-08100); and (iii) the Form ADV of Eaton Vance Management (File No. 801-15930) filed with the Commission, all of which are incorporated herein by reference.

ITEM 32.           LOCATION OF ACCOUNTS AND RECORDS

All applicable accounts, books and documents required to be maintained by the Registrant by Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder are in the possession and custody of the Registrant's custodian, State Street Bank and Trust Company, 200 Clarendon Street, 16th Floor, Boston, MA 02116, and its transfer agent, American Stock Transfer & Trust Company, 59 Maiden Lane, Plaza Level, New York, New York 10038, with the exception of certain corporate documents and portfolio trading documents which are in the possession and custody of Eaton Vance Management, Two International Place, Boston, MA 02110. Registrant is informed that all applicable accounts, books and documents required to be maintained by registered investment advisers are in the custody and possession of Eaton Vance Management.

ITEM 33.           MANAGEMENT SERVICES

Not applicable.

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ITEM 34.           UNDERTAKINGS

1.           The Registrant undertakes to suspend offering of Common Shares until the prospectus is amended if (1) subsequent to the effective date of this Registration Statement, the net asset value declines more than 10 percent from its net asset value as of the effective date of this Registration Statement or (2) the net asset value increases to an amount greater than its net proceeds as stated in the prospectus.

2.           Not applicable.

3.           Not applicable.

4.           The Registrant undertakes to

(a)           file, during any period in which offers 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 Securities Act;

(2)           to reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;

(3)           to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(b)           that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof;

(c)           to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

(d)           that, for the purpose of determining liability under the Securities Act to any purchaser, if the Registrant is subject to Rule 430C: Each prospectus filed pursuant to Rule 497(b), (c), (d) or (e) under the Securities Act as part of a registration statement relating to an offering, other than prospectus filed in reliance on Rule 430A under the Securities Act, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that

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was part of the registration statement or made in any such document immediately prior to such date of first use;

(e)           that for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of securities: The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:

(1)           any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 497 under the Securities Act;

(2)           the portion of any advertisement pursuant to Rule 482 under the Securities Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(3)           any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

5.            The Registrant undertakes that:

(a)           for the purpose of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant pursuant to 497(h) under the Securities Act shall be deemed to be part of the Registration Statement as of the time it was declared effective; and

(b)           for the purpose of determining any liability under the Securities Act, each post- effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

6.            The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of an oral or written request, its Statement of Additional Information.

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NOTICE

A copy of the Agreement and Declaration of Trust of Eaton Vance Senior Floating-Rate Trust is on file with the Secretary of State of The Commonwealth of Massachusetts and notice is hereby given that this instrument is executed on behalf of the Registrant by an officer of the Registrant as an officer and not individually and that the obligations of or arising out of this instrument are not binding upon any of the Trustees, officers or shareholders individually, but are binding only upon the assets and property of the Registrant.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended and the Investment Company Act of 1940, as amended the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Boston and the Commonwealth of Massachusetts, on the 15thday of March 2013.

EATON VANCE SENIOR FLOATING-RATE TRUST
By:	Scott H. Page* Scott H. Page President and Chief Executive Officer
*By:	/s/ Maureen A. Gemma               Maureen A. Gemma (As Attorney-in-Fact)

Pursuant to the requirements of the Securities Act of 1933, as amended this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
Scott H. Page* Scott H. Page	President and Chief Executive Officer	March 15, 2013
James F. Kirchner* James F. Kirchner	Treasurer (and Principal Financial and Accounting Officer)	March 15, 2013
Thomas E. Faust Jr.* Thomas E. Faust Jr.	Trustee	March 15, 2013
Scott E. Eston* Scott E. Eston	Trustee	March 15, 2013
Benjamin C. Esty* Benjamin C. Esty	Trustee	March 15, 2013
Allen R. Freedman* Allen R. Freedman	Trustee	March 15, 2013
William H. Park* William H. Park	Trustee	March 15, 2013
Ronald A. Pearlman* Ronald A. Pearlman	Trustee	March 15, 2013
Helen Frame Peters* Helen Frame Peters	Trustee	March 15, 2013
Lynn A. Stout* Lynn A. Stout	Trustee	March 15, 2013
Harriett Tee Taggart* Harriett Tee Taggart	Trustee	March 15, 2013
Ralph F. Verni* Ralph F. Verni	Trustee	March 15, 2013
*By: /s/Maureen A. Gemma         Maureen A. Gemma         (As Attorney-in-Fact)

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INDEX TO EXHIBITS

(h) (7)	Form of Distribution Agreement with respect to the Rule 415 shelf offering.
(h)(8)	Form of Sub-Placement Agent Agreement between Eaton Vance Distributors, Inc. and UBS Securities LLC.
(k)(2)	Amendment dated April 21, 2008 to the Transfer Agency and Services Agreement.
(k)(3)	Amendment dated June 13, 2012 to the Transfer Agency and Services Agreement.
(l)	Opinion and Consent of K&L Gates LLP.
(s)	Power of Attorney dated March 1, 2013.

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EX-99.2H DISTR CONTR

FORM OF DISTRIBUTION AGREEMENT

EATON VANCE [   ] TRUST

Two International Place

Boston, Massachusetts 02110

______________________, 2012

Eaton Vance Distributors, Inc.

Two International Place

Boston, Massachusetts 02110

Re:           Distribution Agreement Relating to At-the-Market Offerings

Ladies and Gentlemen:

Eaton Vance [   ] Trust is a Massachusetts business trust operating as a closed-end management investment company (hereinafter referred to as the “Fund”). The Fund has filed a registration statement on Form N-2 (File Nos. 333-[    ] and 811-[     ]) (the “Registration Statement”) pursuant to the Investment Company Act of 1940, as amended, and the Securities Act of 1933, as amended (the “1933 Act”), to register additional common shares of the Fund, which may be issued and sold from time to time through various specified transactions, including at-the-market (“ATM”) offerings.

You have informed us that Eaton Vance Distributors, Inc. is registered as a broker-dealer under the provisions of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is a member in good standing with the Financial Industry Regulatory Authority, Inc. (“FINRA”). You have indicated your desire to act as distributor for the Fund’s common shares issued pursuant to the Registration Statement. We have been authorized by the Fund to execute and deliver this Agreement to you by a resolution of our Board of Trustees (the “Trustees”) adopted at a meeting of the Trustees, at which a majority of Trustees, including a majority of our Trustees who are not otherwise interested persons of our investment manager or its related organizations, were present and voted in favor of said resolution approving this Agreement.

1.    APPOINTMENT OF DISTRIBUTOR.      Upon the execution of this Agreement and in consideration of the agreements on your part herein expressed and upon the terms and conditions set forth herein, we hereby appoint you as the distributor for up to [    ] of the common shares of the Fund to be issued pursuant to the Registration Statement through ATM offerings (the “Shares”) and agree that we will issue such Shares as you may sell. You agree to use reasonable efforts to identify opportunities for the sale of Shares, but you are not obligated to sell any specific number of the Shares. The Shares will only be sold on such days as shall be agreed to by you and the Fund.

2.    SELECTED DEALERS.    You may enter into selected dealer agreements, on such terms and conditions as you determine are not inconsistent with this Agreement, with broker-dealers to act as your agent to effect the sale of the Shares. Such selected broker-dealers shall sell Shares only at market prices subject to a minimum price to be established each day by you and the Fund (see paragraph 3 below). This Agreement shall not be construed as authorizing any dealer or other person to accept orders for sale on our behalf or to otherwise act as our agent for any purpose. You shall not be responsible for the acts of other dealers or agents except as and to the extent that they shall be acting for you or under your direction or authority.

3.    SHARE PRICE.      The price per Share shall be determined by reference to trades on the Fund’s primary exchange. In no event shall the price be less than the current net asset value per share plus the per share amount of the commission to be paid to you (the “Minimum Price”). You shall suspend the sale of Shares if the per share price of the Shares is less than the Minimum Price.

4.    SALES COMMISSION.

(a)           You shall be entitled to receive a sales commission from the Fund in an amount equal to 1.00% of the gross sales price per Share, of which 0.80% will be re-allowed to the sub-sales agent.

(b)           You may pay to selected broker-dealers such selling agent commissions (not exceeding 80% of the total sales commission) (the “ATM Sales Agent Commission”) as you shall deem advisable, which shall be payable from the commissions payable to you under Section 4(a) above.

5.    FURNISHING OF INFORMATION.     We will furnish you with copies of the Registration Statement, and we warrant that the statements therein contained are true and correct as of the date of the Registration Statement, as it may be amended or supplemented from time to time. We will also furnish you with such other information that you may reasonably request for use in connection with the distribution of the Shares, including, at least annually, audited financial statements of our books and accounts certified by independent public accountants.

6.    CONDUCT OF BUSINESS.     Other than the currently effective Prospectus and Statement of Additional Information, you will not use any sales materials or statements except literature or advertising that conforms to the requirements of federal and state securities laws and regulations and that have been filed, where necessary, with the appropriate regulatory authorities. You will furnish us with copies of all material prior to their use and no such material shall be published if we shall reasonably and promptly object.

You shall comply with the applicable federal and state laws and regulations where our shares are offered for sale and conduct your affairs with us and with dealers, brokers or investors in accordance with the Conduct Rules of FINRA.

7.    INDEMNIFICATION.

(a) The Fund agrees to indemnify, defend and hold you, your officers, and Directors, and any person who controls you within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, free and harmless from and against any and all claims, demands or liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which you, your officers, Directors or any such controlling persons may incur under the 1933 Act, the 1934 Act, or under common law or otherwise, arising out of or based upon (i) any untrue statement of a material fact contained in the Fund’s Registration Statement or arising out of or based upon any alleged omission to state a material fact required to be stated in it or necessary to make the statements in it not misleading, except insofar as such claims, demands, liabilities or expenses arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished in writing by you to the Fund for use in the Registration Statement, (ii) any untrue statement of a material fact contained in the Fund’s advertisement or sales literature or arising out of or based upon any alleged omission to state a material fact required to be stated in either thereof or necessary to make the statements in either thereof not misleading, except insofar as such claims, demands, liabilities or expenses arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished in writing by you to the Fund for use in such advertisement or sales literature or (iii) any action taken or omitted by the Fund prior to the date of this Agreement. You agree to comply with all of the applicable terms and provisions of the 1934 Act.

(b) You agree to indemnify, defend, and hold the Fund, its officers, Trustees, employees shareholders and agents, and any person who controls the Fund within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending against such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Fund, its Trustees, officers, employees, shareholders and agents, or any such controlling person may incur under the 1933 Act, the 1934 Act or under common law or otherwise arising out of or based upon any untrue statement of a material fact contained in information furnished in writing by you to the Fund for use in the Registration Statement, or arising out of or based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in the Registration Statement necessary to make such information not misleading.

A party seeking indemnification hereunder ( “Indemnitee”) shall give prompt written notice to the party from whom indemnification is sought (“Indemnitor”) of a written assertion or claim of any threatened or pending legal proceeding which may be subject to indemnity under this Section; provided, however, that failure to notify the

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Indemnitor of such written assertion or claim shall not relieve the indemnitor of any liability arising from this Section. The Indemnitor shall be entitled, if it so elects, to assume the defense of any suit brought to enforce a claim subject to this Agreement and such defense shall be conducted by counsel chosen by the Indemnitor and satisfactory to the Indemnitee; provided, however, that if the defendants include both the Indemnitee and the Indemnitor, and the Indemnitee shall have reasonably concluded that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnitor (“conflict of interest”), the Indemnitor shall have the right to select separate counsel to defend such claim on behalf of the Indemnitee. In the event that the Indemnitor elects to assume the defense of any suit pursuant to the preceding sentence and retains counsel satisfactory to the Indemnitee, the Indemnitee shall bear the fees and expenses of additional counsel retained by it except for reasonable investigation costs which shall be borne by the Indemnitor. If the Indemnitor (i) does not elect to assume the defense of a claim, (ii) elects to assume the defense of a claim but chooses counsel that is not satisfactory to the Indemnitee or (iii) has no right to assume the defense of a claim because of a conflict of interest, the Indemnitor shall advance or reimburse the Indemnitee, at the election of the Indemnitee, reasonable fees and disbursements of any counsel retained by Indemnitee, including reasonable investigation costs.

8.    OTHER ACTIVITIES.     Your services pursuant to this Agreement shall not be deemed to be exclusive and you may render similar services and act as an underwriter, distributor, or dealer for other investment companies in the offering of their shares.

9.    SUSPENSION OF SALES.     We reserve the right at all times to suspend or limit the offering of the shares upon written notice to you and to reject any order in whole or in part.

10.     PAYMENT OF EXPENSES.

(a)           You shall bear all expenses incurred by you in connection with your duties and activities under this Agreement including the payment to selected dealers of any sales commissions for sales of the Fund’s Shares.

(b)           The Fund shall bear all costs and expenses of the Fund, including expenses (including legal fees) pertaining to the preparation and filing of the Registration Statement and Prospectus and any amendment or supplement thereto, and expenses pertaining to the preparation, printing and distribution of any reports or communications to shareholders, including Prospectuses and Statements of Additional Information, annual and interim reports, or proxy materials.

10.    TERMINATION.    This Agreement (i) may be terminated by the Fund at any time without the payment of any penalty and (ii) may be terminated by you at any time without the payment of any penalty. This Agreement shall remain in full force and effect unless terminated pursuant to this provision or by the mutual agreement of the parties.

11.     MISCELLANEOUS.    This Agreement shall be subject to the laws of the Commonwealth of Massachusetts and shall be interpreted and construed to further and promote the operation of the Fund as a closed-end management investment company.

12.     STANDARD OF CARE.     You shall be responsible for exercising reasonable care in carrying out the provisions of this Agreement.

13.      DECLARATION OF TRUST AND LIMITATION OF LIABILITY.      A copy of the Declaration of Trust of the Fund is on file with the Secretary of State of the Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed by an officer of the Fund on behalf of the Trustees, as trustees and not individually, and that the obligations of this Agreement with respect to the Fund shall be binding upon the assets and properties of the Fund only and shall not be binding upon the assets or properties of the Trustees, officers, employees, agents or shareholders of the Fund individually.

If the foregoing meets with your approval, please acknowledge your acceptance by signing each of the enclosed counterparts hereof and returning such counterparts to us, whereupon this shall constitute a binding agreement as of the date first above written.

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Very truly yours,

Eaton Vance [           ] Trust

_____________________________

Name:

Title:

Eaton Vance Distributors, Inc.

_____________________________

Name:

Title:

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EX-99.2H DISTR CONTR

SUB-PLACEMENT AGENT AGREEMENT

Eaton Vance Distributors, Inc.

Two International Place

Boston, Massachusetts 02110

_____ __, 2012

UBS Securities LLC

299 Park Avenue

New York, New York 10171

RE:           At-the-Market Offerings by Eaton Vance [   ] Trust

Ladies and Gentlemen:

From time to time Eaton Vance Distributors, Inc. (the “Distributor”, “we” or “us”) will act as manager of registered at-the-market offerings by Eaton Vance [] Trust, a Massachusetts business trust (the “Fund”), of up to [] common shares (the “Shares”) of beneficial interest, par value $0.01 per share, of the Fund (the “Common Shares”).  In the case of such offerings, the Fund has agreed with the Distributor to issue and sell through or to the Distributor, as sales agent and/or principal, the Shares.

We hereby agree to retain UBS Securities LLC (the “Agent” or “you”) as a sub-placement agent with respect to the offerings of the Shares to be issued and sold by the Fund (the “Offerings”), and you agree to act in such capacity, all upon, and subject to, the terms and conditions set forth below:

SECTION 1.  Description of Offerings.

(a)  The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Fund and the Distributor on any day (each, an “Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time).  Promptly after the Fund and the Distributor have determined the maximum amount of the Shares to be sold by the Distributor for any Offering Date, the Distributor shall advise the Agent of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined below).  Subject to the terms and conditions hereof, the Agent shall use its reasonable best efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined below).  The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Agent sells such Shares.

(b)  Notwithstanding the foregoing, the Distributor may instruct the Agent by telephone (confirmed promptly by e-mail or telecopy) not to sell the Shares if such sales cannot be effected at or above a price agreed to by the Fund and the Distributor with respect to such Shares.  In addition, the Distributor may, upon notice to the Agent by telephone (confirmed

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promptly by e-mail or telecopy), suspend the offering of the Shares at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice.

(c)  The Agent agrees not to make any sales of the Shares on behalf of the Distributor pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act.

(d)  The compensation to the Agent, as a sub-placement agent of the Distributor for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission with respect to the Shares sold, multiplied by the Gross Sales Proceeds, as further described in the Addendum to this Sub-Placement Agent Agreement (the “Agreement”).  The Agent shall not be responsible for any fees imposed by any governmental or self-regulatory organization on the Fund or the Distributor in respect of such sales.  The compensation to the Distributor, as manager of registered at-the-market offerings by the Fund, for each sale of the Shares pursuant to this Section 1, before any fees imposed by any governmental or self-regulatory organization on the Fund or the Distributor in respect of such sales, shall be the Distributor Retention with respect to the Shares sold, multiplied by the Gross Sales Proceeds, as further described in the Addendum to this Agreement.

(e)  The Agent shall provide written confirmation to the Distributor following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price per Share, the compensation payable to the Distributor with respect to such sales, and the compensation payable by the Distributor to the Agent with respect to such sales.

(f)  Settlement for sales of the Shares pursuant to this Section 1 will occur on the third business day following the date on which such sales are made (each such day, a “Settlement Date”).  On each Settlement Date, the Shares sold through the Agent for settlement on such date shall be delivered by the Distributor to the Agent against payment of the Gross Proceeds for the sale of such Shares.  Settlement for all such Shares shall be effected by free delivery of the Shares to the Agent’s account at The Depository Trust Company in return for payments in same day funds delivered to the account designated by the Distributor.  If the Distributor shall default on its obligation to deliver the Shares on any Settlement Date, subject to the terms of Section 4 herein, the Distributor shall (A) hold the Agent harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Distributor and (B) pay the Agent any commission to which it would otherwise be entitled absent such default.  If the Agent breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the Distributor, the Agent will pay the Distributor interest based on the effective overnight Federal Funds rate.

(g)  In connection with this Agreement and the Offerings, the Distributor shall provide to the Agent, no more than once per calendar quarter, (i) a certificate signed by the Chief Executive Officer, the Chief Legal Officer, the Chief Administrative Officer, the Treasurer, the President, a Director or a Senior Vice President of the Distributor to the effect that (A) the representations and warranties of the Distributor in this Agreement are true and

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correct with the same force and effect as though expressly made at and as of the date thereof and the Distributor has performed or complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the date thereof, (B) to their knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or threatened by the Securities and Exchange Commission (the “Commission”) and (C) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any material adverse change or development involving a prospective material adverse change to the business, properties, financial condition or results of operations of the Fund; (ii) a certificate signed by the Secretary or Assistant Secretary of the Distributor relating to authorization, capacity and incumbency matters; and (iii) such other certificates and documents related to the Offerings at the Agent’s reasonable request.

SECTION 2.  Representations and Warranties by the Distributor.  The Distributor represents, warrants to and agrees with the Agent, as of the date hereof and as of each Offering Date and Settlement Date, that:

(a)  A registration statement on Form N-2 (File No. 333-_________) (the “Registration Statement”) (i) has been prepared by the Fund in conformity with the requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively called the “Securities Act”) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively called the “1940 Act”); (ii) has been filed with the Commission under the Securities Act and the 1940 Act; and (iii) heretofore became, and is, effective; the registration statement sets forth the terms of the offering, sale and plan of distribution of the Shares and contains additional information concerning the Fund and its business; no stop order of the Commission preventing or suspending the use of any Basic Prospectus (as defined below), the Prospectus Supplement (as defined below) or the Prospectus (as defined below), or the effectiveness of the Registration Statement, has been issued, and no proceedings for such purpose have been instituted or, to the Fund’s knowledge, are contemplated by the Commission.  Except where the context otherwise requires, “Registration Statement,” as used herein, means, collectively, the various parts of the registration statement, as amended at the time of effectiveness for purposes of Section 11 of the Securities Act (the “Effective Time”), as such section applies to the Distributor, including (1) all documents filed as a part thereof or incorporated or deemed to be incorporated by reference therein, and (2) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497(c) and/or Rule 497(h) under the Securities Act, to the extent such information is deemed to be part of the registration statement at the Effective Time. “Basic Prospectus,” as used herein, means the final prospectus filed as part of the Registration Statement, including the related statement of additional information, together with any amendments or supplements thereto as of the date of the Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means the final prospectus supplement, including the related statement of additional information, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497(c) and/or Rule 497(h) under the Securities Act on or before the second business day after the date hereof (or such earlier time as may be required under the Securities Act), in the form furnished by the Fund to the Distributor in connection with the offering of the Shares. Except where the context otherwise requires, “Prospectus,” as used herein, means the Prospectus Supplement together

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with the Basic Prospectus attached to or used with the Prospectus Supplement. Any reference herein to the registration statement, the Registration Statement, any Basic Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the documents, if any, incorporated by reference, or deemed to be incorporated by reference, therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents.

(b)  The Fund is duly registered under the 1940 Act as a closed-end management investment company.  A notification of registration of the Fund as an investment company under the 1940 Act on Form N-8A (the “1940 Act Notification”) has been prepared by the Fund in conformity with the 1940 Act and has been filed with the Commission and, at the time of filing thereof and at the time of filing any amendment or supplement thereto, conformed in all material respects with all applicable provisions of the 1940 Act.  The Fund has not received any notice from the Commission pursuant to Section 8(e) of the 1940 Act with respect to the 1940 Act Notification or the Registration Statement (or any amendment or supplement to either of them).  No person is serving or acting as an officer, trustee or investment adviser of the Fund except in accordance with the provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended and the rules and regulations thereunder.

(c)  The Registration Statement, the 1940 Act Notification and the Prospectus as from time to time amended or supplemented each complied when it became effective or was filed, complies as of the date hereof and, as amended or supplemented, will comply, at the time of purchase, each additional time of purchase, if any, and at all times during which a prospectus is required by the Securities Act to be delivered in connection with any sale of Shares, in all material respects, with the requirements of the Securities Act and the 1940 Act; the Registration Statement did not, as of the Effective Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the 1940 Act Notification did not, as of the Effective Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; at no time during the period that begins on the earlier of the date of the Basic Prospectus and the date such Basic Prospectus was filed with the Commission and ends at the later of the time of purchase, the latest additional time of purchase, if any, and the end of the period during which a prospectus is required by the Securities Act to be delivered in connection with any sale of Shares did or will the Prospectus, as from time to time amended or supplemented, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Distributor does not make any representation or warranty with respect to any statement contained in the Registration Statement or the Prospectus in reliance upon and in conformity with information concerning the Agent and furnished in writing by the Agent or on the Agent’s behalf to the Distributor or the Fund expressly for use in the Registration Statement or the Prospectus.  The Agent confirms that the seventh paragraph under the heading “Plan of Distribution” in the Prospectus Supplement was the only information furnished in writing to the Distributor and the Fund by or on behalf of the Agent expressly for use in the Prospectus.

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(d)  The financial statements incorporated by reference in the Registration Statement or the Prospectus, together with the related notes and schedules, present fairly the financial position of the Fund as of the dates indicated and the results of operations, cash flows and changes in shareholders’ equity of the Fund for the periods specified and have been prepared in compliance in all material respects with the requirements of the Securities Act, the 1940 Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in conformity in all material respects with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved; the other financial and statistical data contained or incorporated by reference in the Registration Statement or the Prospectus are accurately and fairly presented and prepared on a basis consistent with the financial statements and books and records of the Fund; there are no financial statements that are required to be included or incorporated by reference in the Registration Statement, any Basic Prospectus or the Prospectus that are not included or incorporated by reference as required; the Fund does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto); and all disclosures contained or incorporated by reference in the Registration Statement or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with  Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

(e)  As of the date of this Agreement, the Fund has an authorized and outstanding capitalization as set forth in the sections of the Registration Statement, the Basic Prospectus and the Prospectus entitled [“The Fund” and “Description of Shares,”] and, with respect to any issuance and sale under this Agreement, the Fund shall have as of the date of the most recent amendment or supplement to the Registration Statement or Prospectus, an authorized and outstanding capitalization as set forth in the sections of the Registration Statement and the Prospectus entitled [“The Fund” and “Description of Shares”]; all of the issued and outstanding shares of capital stock, including the Common Shares, of the Fund have been duly authorized and validly issued and are fully paid and non-assessable (except as described below and in the Registration Statement), have been issued in material compliance with all applicable securities laws and were not issued in violation of any preemptive right, resale right, right of first refusal or similar right; the Shares will be duly listed, and admitted and authorized for trading, subject to official notice of issuance, on the Stock Exchange.

(f)  The Fund has been duly formed, is validly existing and is in good standing as a voluntary association with transferable shares of beneficial interest commonly referred to as a “Massachusetts business trust” under the laws of The Commonwealth of Massachusetts, with full power and authority to own, lease and operate and conduct its business as described in the Registration Statement, the Basic Prospectuses and the Prospectus and to issue, sell and deliver the Shares as contemplated herein.  The Fund is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction where the conduct of its business requires such qualification, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, (i) have a material adverse effect on the business, properties, financial condition or results of operations of the Fund (a “Material Adverse Effect”), (ii) prevent or materially interfere with consummation of the transactions contemplated hereby or (iii) result in the delisting of Common Shares from the Stock Exchange (the occurrence of any such effect or any such prevention or interference or any such result

5

described in the foregoing clauses (i), (ii) and (iii) being herein referred to as a “Material Adverse Effect”).

(g)  The Shares have been duly and validly authorized and, when issued and delivered against payment therefor as provided herein, will be duly and validly issued, fully paid and non-assessable (except as described below and in the Registration Statement) and free of statutory and contractual preemptive rights, resale rights, rights of first refusal and similar rights; the Shares, when issued and delivered against payment therefor as provided herein, will be free of any restriction upon the voting or transfer thereof pursuant to the Fund’s Declaration of Trust or bylaws or any agreement or other instrument to which the Fund is a party.  The capital stock of the Fund, including the Shares, conforms in all material respects to each description thereof, if any, contained or incorporated by reference in the Registration Statement, any Basic Prospectus or the Prospectus; and the certificates for the Shares, if any, are in due and proper form.  The Fund is in material compliance with the rules of the Stock Exchange, including, without limitation, the requirements for continued listing of the Common Shares on the Stock Exchange and the Fund has not received any notice from the Stock Exchange regarding the delisting of the Common Shares from the Stock Exchange.

(h)  The Distributor has full corporate power and authority to enter into this Agreement and the transactions contemplated hereby.  This Agreement has been duly authorized, executed and delivered by the Distributor.  This Agreement constitutes a valid and binding agreement of the Distributor and is enforceable against the Distributor in accordance with its terms, except as the enforceability hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization and similar laws affecting creditors’ rights generally and moratorium laws in effect from time to time and by equitable principles restricting the availability of equitable remedies.

(i)  No approval, authorization, consent or order of or filing with any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency, or of or with any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the Stock Exchange), or approval of the shareholders of the Fund, is required in connection with the issuance and sale of the Shares or the consummation by the Fund of the transactions contemplated hereby, other than (i) the registration of the Shares under the Securities Act and the 1940 Act, which has been effected, (ii) the listing of the Shares with the Stock Exchange, upon official notice of issuance, (iii) any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Shares are being offered by the Distributor or (iv) any necessary qualification under the Conduct Rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

SECTION 3.  Additional Covenants.

(a)  The Agent hereby confirms that it is actually engaged in the investment banking and securities business and is a member in good standing with FINRA and hereby agrees that it will undertake to comply with all applicable FINRA rules (as amended from time to time, including without limitation, any successor provision) in connection with acting as sub-placement agent for the sale of the Shares.  The Agent further agrees that in acting as sub-placement agent for the sale of the Shares, it will comply with all applicable laws, rules and regulations, including the applicable provisions of the Securities Act and the Exchange Act, the applicable rules and

6

regulations of the Commission thereunder, and the applicable rules and regulations of any state or any securities exchange or self-regulatory organization having jurisdiction over the relevant Offering.

(b)  The Agent hereby agrees that in acting as sub-placement agent for the sale of the Shares, it will not use, authorize use of, refer to, or participate in the planning for use of any written communication (as defined in Rule 405 under the Securities Act) concerning any Offering, other than the Prospectus.  The Agent further agrees that in acting as sub-placement agent for the sale of the Shares, it is not authorized by the Distributor or the Fund or any other seller of the Shares offered pursuant to the Prospectus to give any information or to make any representation not contained in the Prospectus in connection with the sale of such Shares.

(c)  The Distributor shall not be under any obligation to the Agent except for obligations assumed hereunder or in writing by the Distributor in connection with any Offering.  Nothing contained herein or in any communication in writing from us shall constitute the Distributor and the Agent an association or partners with one another.  If such parties should be deemed to constitute a partnership for Federal income tax purposes, then the Agent elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agrees not to take any position inconsistent with that election.  The Agent authorizes the Distributor, in its discretion, to execute and file on its behalf such evidence of that election as may be required by the Internal Revenue Service.  In connection with any Offering, each party shall be liable for its proportionate amount of any tax, claim, demand or liability that may be asserted against it alone, based upon the claim that either of them constitutes an association, an unincorporated business or other entity, including, in each case, its proportionate amount of any expense incurred in defending against any such tax, claim, demand or liability.

(d)  The parties acknowledge and agree that all share related numbers contained in this Agreement shall be adjusted to take into account any stock split effected with respect to the Shares.

(e)  The Agent shall at all times comply with the offering requirements as set forth under the heading “Plan of Distribution” in the Prospectus.

(f)  The Fund shall use its best efforts to list, subject to official notice of issuance, the Shares on the Stock Exchange and to maintain such listing.

SECTION 4.  Indemnification and Contribution.

(a)  The Distributor agrees to indemnify, defend and hold harmless the Agent, its partners, directors and officers, and any person who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any reasonable loss, damage, expense, liability or claim (including the reasonable cost of investigation) which the Agent or any such person may incur under the Securities Act, the 1940 Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based

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upon (i) any material breach of any representation, warranty, covenant or agreement of the Distributor contained in this Agreement, (ii) any material violation by the Distributor of any law, rule or regulation (including any rule of any self-regulatory organization) applicable to the Offerings, or (iii) any untrue statement of a material fact appearing in the Registration Statement or Prospectus or omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, except to the extent such statements were provided in writing by the Agent for inclusion in the Registration Statement or Prospectus.

(b)  The Agent agrees to indemnify, defend and hold harmless the Distributor, the Fund, their partners, trustees, directors and officers, and any person who controls the Distributor or the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which the Distributor or any such person may incur under the Securities Act, the 1940 Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i) any material breach of any representation, warranty, covenant or agreement of the Agent contained in this Agreement or (ii) any material violation by the Agent of any law, rule or regulation (including any rule of any self-regulatory organization), or (iii) any untrue statement or omission made in the Registration Statement or the Prospectus in reliance upon and in conformity with information furnished by the Agent.

(c)  An indemnified person under Section 4 of this Agreement (the “Indemnified Party”) shall give written notice to the other party (the “Indemnifying Party”) of any loss, damage, expense, liability or claim in respect of which the Indemnifying Party has a duty to indemnify such Indemnified Party under Section 4(a) or (b) of this Agreement (a “Claim”), specifying in reasonable detail the nature of the loss, damage, expense, liability or claim for which indemnification is sought, except that any delay or failure so to notify such other party shall only relieve such other party of its obligations hereunder to the extent, if at all, that you are actually prejudiced by reason of such delay or failure.

(d)  If a Claim results from any action, suit or proceeding brought or asserted against an Indemnified Party, the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses. The Indemnified Party shall have the right to employ separate counsel in such action, suit or proceeding and participate in such defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party has agreed in writing to pay such fees and expenses, (ii) the Indemnifying Party has failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and Indemnifying Party and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between the Indemnifying Party and the Indemnified Party (in which case the Indemnifying Party shall not

8

have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that the Indemnifying Party shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with the Indemnifying Party or among themselves, which firm shall be designated in writing by an authorized representative of such parties and that all such fees and expenses shall be reimbursed promptly as they are incurred. The Indemnifying Party shall not be liable for any settlement of any such action, suit or proceeding effected without its written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, the Indemnifying Party agrees to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgment.

(e)  With respect to any Claim not within Paragraph (d) of Section 4 hereof, the Indemnifying Party shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If the Indemnifying Party does not respond within such twenty-day period, it shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If the Indemnifying Party notifies the Indemnified Party within such twenty-day period that it rejects such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law.

(f)  If the indemnification provided for in this Section 4 is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless in respect of any losses, damages, expenses, liabilities or claims referred to therein, then each applicable Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, damages, expenses, liabilities or claims in such proportion as is appropriate to reflect (i) the relative benefits received by the Indemnified Party and its Affiliates (treated jointly as one person for this purpose), on the one hand, and the Indemnifying Party and its Affiliates, on the other hand, from the offering of the Shares; or (ii) if, but only if, the allocation provided for in clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Indemnified Party and its Affiliates (treated jointly as one person for this purpose), on the one hand, and of the Indemnifying Party and its Affiliates, on the other, in connection with any statements or omissions or other matters which resulted in such losses, damages, expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative benefits received by the Indemnified Party and its Affiliates (treated jointly as one person for this purpose), on the one hand, and the Indemnifying Party and its Affiliates, on the other, shall be deemed to be in the same respective proportions as the total proceeds from the Offering received by each such party and its Affiliates bear to the aggregate public offering price of the Shares. The relative fault of the parties and their Affiliates shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by such party or its Affiliate, on one hand, or by the other party or its Affiliate on the other hand and the parties’ relative intent, knowledge, access to information

9

and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims referred to in this subsection shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any Proceeding.

(g)  The parties agree that it would not be just and equitable if contribution pursuant to this Section 4 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in subsection (f) above. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(h)  The indemnity and contribution agreements contained in this Section 4 and the covenants, warranties and representations of the parties contained in this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Agent, its partners, directors or officers or any person (including each partner, officer or director of such person) who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or by or on behalf of the Distributor, its directors or officers or any person who controls the Distributor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and shall survive any termination of this Agreement or the issuance and delivery of the Shares.

SECTION 5.  Representations and Agreements to Survive Delivery.  The representations, warranties, covenants and agreements of the parties contained in this Agreement, including, without limitation, the indemnity agreement contained in Section 4 hereof, shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any party or any person controlling any party, or their directors or officers, (ii) acceptance of any Shares and payment therefor and (iii) any termination of this Agreement.

SECTION 6.  Termination.

(a)  This Agreement shall continue in full force and effect until terminated by either party by five days' written notice to the other; provided, that if this Agreement has become effective with respect to any Offering pursuant to this Agreement, this Agreement may not be terminated either party with respect to such Offering.

(b)  This Agreement shall remain in full force and effect unless terminated pursuant to Section 6(a) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 4 and Section 5 shall remain in full force and effect.

(c)  Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Distributor or the Agent, as the case may

10

be.  If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 1 of this Agreement.

SECTION 7.  Notices.  Except as otherwise herein provided, all statements, requests, notices and agreements under this Agreement shall be in writing and delivered by hand, overnight courier, mail or facsimile and, if to the Distributor, it shall be sufficient in all respects if delivered or sent to:

Eaton Vance Distributors, Inc.

Two International Place

Boston, Massachusetts 02110

Attn:  Frederick S. Marius, General Counsel

and if to the Agent, it shall be sufficient in all respects if delivered or sent to:

UBS Securities LLC

299 Park Avenue

New York, New York 10171

Attn:

Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose.

SECTION 8.  Parties in Interest.  The Agreement herein set forth has been and is made solely for the benefit of the Distributor, the Fund and the Agent and to the extent provided in Section 4 of this Agreement the controlling persons, trustees, directors and officers referred to in such section, and their respective successors, assigns, heirs, personal representatives and executors and administrators.  No other person, partnership, association or corporation (including a purchaser, as such purchaser, from the Distributor) shall acquire or have any right under or by virtue of this Agreement.

SECTION 9.  No Fiduciary Relationship.  The Distributor hereby acknowledges that the Agent is acting solely as sub-placement agent in connection with the sale of the Shares and that the Agent is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Agent act or be responsible as a fiduciary to the Distributor or the Fund, their respective management, shareholders or creditors, or any other person in connection with any activity that the Agent may undertake or have undertaken in furtherance of the sale of the Shares, either before or after the date hereof.

SECTION 10.  Entire Agreement.  This Agreement constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof.

SECTION 11.  Counterparts; Heading.  This Agreement may be signed by the parties in one or more counterparts which together shall constitute one and the same agreement among the parties.  The Section headings in this Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement.

11

SECTION 12.  Law; Construction.  This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by, and construed in accordance with, the internal laws of the State of New York.

SECTION 13.  Submission to Jurisdiction.  Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Distributor and the Agent consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Distributor and the Agent hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Distributor or any indemnified party. Each of the Distributor and the Agent (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Distributor and the Agent agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Distributor and the Agent and may be enforced in any other courts to the jurisdiction of which the Distributor or the Agent is or may be subject, by suit upon such judgment.

SECTION 14.  Successors and Assigns.  This Agreement shall be binding upon the Distributor and the Agent and their successors and assigns and any successor or assign of any substantial portion of the Distributor’s and the Agent’s respective businesses and/or assets.

12

If the foregoing correctly sets forth the understanding between the Distributor and the Agent, please so indicate in the space provided below for that purpose, whereupon this Agreement and your acceptance shall constitute a binding agreement between the Distributor and the Agent.  Alternatively, the execution of this Agreement by the Distributor and the acceptance by or on behalf of the Agent may be evidenced by an exchange of telegraphic or other written communications.

Very truly yours

EATON VANCE DISTRIBUTORS, INC.

 By:    ____________________________

 Name:

 Title:

ACCEPTED as of the date

first above written

UBS SECURITIES LLC

(as sub-placement agent)

By:           __________

Name:

Title:

By:           __________

Name:

Title:

13

ADDENDUM

TO

SUB-PLACEMENT AGENT AGREEMENT

BETWEEN

EATON VANCE DISTRIBUTORS, INC.

AND

UBS SECURITIES LLC

Compensation payable to the Agent for acting as a sub-placement agent on behalf of the Distributor with respect to a specified sale of Shares pursuant to this Agreement shall be determined by multiplying the Gross Sales Proceeds by the Applicable Selling Agent Commission as set forth in the table below:

Gross Sales Commission	Distributor Retention	Applicable Selling Agent Commission
1.00%	0.20%	0.80%

Where:

 “Gross Sales Proceeds” with respect to each sale of Shares shall be the Gross Sales Price multiplied by the number of Shares sold;

“Gross Sales Price” with respect to each sale of Shares sold pursuant to this Agreement shall be the gross sales price per share of such Shares.

14

EX-99.2K OTH CONTRCT

Amendment To

Transfer Agency and Services Agreement

Between

Each Registered Investment Company Listed on Exhibit 1 hereto

And

American Stock Transfer & Trust Company

This Amendment (“Amendment”), effective as of April 21, 2008, is made to the Transfer Agency and Services Agreement (the “Agreement”), dated as of February 5, 2007 between each of the entities listed on Exhibit 1 hereto (collectively, the “Funds”) and American Stock Transfer & Trust Company (the “Transfer Agent” or “AST”).

WHEREAS the Funds and AST desire to amend the Agreement as set forth below.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein set forth, the parties hereto agree as follows:

1.   Section 10(e) of the Agreement is amended by deleting the current paragraph in its entirety and replacing it with the following:

If the Board of Trustees hereafter establishes and designates a new Fund, if requested by a new Eaton Vance fund, AST agrees that it will act as transfer agent and shareholder servicing agent for such new Fund in accordance with the terms set forth herein.  The Trustees shall cause a written notice to be sent to AST to the effect that it has established a new Fund and that it appoints AST as transfer agent and shareholder servicing agent for the new fund.  AST further agrees that it will act as transfer agent and shareholder servicing agent for existing Eaton Vance funds previously serviced by another transfer agent in accordance with the terms set forth herein upon written notice to the effect that the Trustees have appointed AST as transfer agent and shareholder servicing agent for such existing Eaton Vance Fund.  Written notice must be received by AST in a reasonable period of time prior to the commencement of operations of a new Fund or the transfer of responsibilities on an existing fund to allow AST, in the ordinary course of its business, to prepare to perform its duties.

IN WITNESS WHEREOF, each party hereto has caused this Amendment to be executed by its duly authorized officer, as the case may be, as of the date and year first written above.

American Stock Transfer & Trust Company
By:	/s/Michael Karfunkel
Name:	Michael Karfunkel
Title	President

Each of the Funds listed on Exhibit 1, Severally and not jointly
By:	/s/ Barbara Campbell
Name:	Barbara Campbell
Title	Treasurer

Exhibit 1

List of Funds

Eaton Vance Risk-Managed Diversified Equity Income Fund

Eaton Vance Tax-Managed Global Diversified Equity Income Fund

EX-99.2K OTH CONTRCT

Amendment To

Transfer Agency and Services Agreement

Between

Each Registered Investment Company Listed on Exhibit 1 hereto

And

American Stock Transfer & Trust Company

This Amendment (“Amendment”), effective as of June 13, 2012, is made to the Transfer Agency and Services Agreement (the “Agreement”), dated as of February 5, 2007 between each of the entities listed on Exhibit 1 hereto (collectively, the “Funds”) and American Stock Transfer & Trust Company (the “Transfer Agent” or “AST”).

WHEREAS the Funds and AST desire to amend the Agreement as set forth below.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein set forth, the parties hereto agree as follows:

1.   Section 11 of the Agreement is amended by adding the following paragraphs:

(d)           Notwithstanding anything in this Agreement to the contrary, each Party agrees that any Nonpublic Personal Information (“NPI”), as defined under Section 248.3(t) of Regulation S-P (“Regulation S-P”), promulgated under the Gramm-Leach-Bliley Act (the “GLB Act”) (collectively, the “Privacy Laws”), disclosed hereunder is for the specific purpose of permitting the Parties to perform the services set forth in this Agreement, and  with respect to such information, it will comply with Privacy Laws.  The Parties will not disclose any NPI received in connection with this Agreement, to any other party, except as necessary to carry out the services set forth herein or as otherwise permitted by Privacy Laws.  Furthermore, NPI shall be safeguarded pursuant to procedures adopted under Section 248.30 of Regulation S-P and any applicable state laws.

(e)           AST represents and warrants that it has implemented and maintains appropriate security measures to protect personal information in compliance with Section 17 of Chapter 201 of the Code of Massachusetts Regulations and any other similar state regulations applicable to AST. AST agrees that it shall promptly notify the Funds of any security breach or other incident of which it becomes aware that involves possible unauthorized disclosure of or access to personal information related to the Funds. Without limiting the remedies available to the Funds, should AST fail to report, or take reasonable measures to resolve such a security breach or other incident, the Funds may terminate this Agreement. AST agrees that this provision shall cover any of its affiliates, subcontractors or agents that obtains access to personal information related to the Funds under this Agreement, and that AST will be liable to the Funds for the compliance of such persons with this provision. This provision will survive termination or expiration of the Agreement for so long as AST continues to possess or have access to personal information related to the Funds.

2.   Section 14 of the Agreement is amended by deleting Eaton Vance’s address and replacing it with the following:

Eaton Vance Management

Two International Place

Boston, MA 02110

Attention:  Fund Secretary

IN WITNESS WHEREOF, each party hereto has caused this Amendment to be executed by its duly authorized officer, as the case may be, as of the date and year first written above.

American Stock Transfer & Trust Company
By:	/s/Carlos Pinto
Name:	Carlos Pinto
Title	Senior Vice President

Each of the Funds listed on Exhibit 1, Severally and not jointly
By:	/s/ Barbara Campbell
Name:	Barbara Campbell
Title	Treasurer

EX-99.2L OPIN COUNSL

March 15, 2013

Eaton Vance Senior Floating-Rate Trust

Two International Place

Boston, Massachusetts 02110

Ladies and Gentlemen:

We have acted as counsel to Eaton Vance Senior Floating-Rate Trust, a business trust formed under the laws of the Commonwealth of Massachusetts (the “Fund”), in connection with the filing with the Securities and Exchange Commission (“SEC”) of Post-Effective Amendment No. 3 to the Fund’s Registration Statement on Form N-2 (File Nos. 333-172870 and 811-21411) (the “Post-Effective Amendment”), for the registration of 1,690,275 common shares of beneficial interest of the Fund, no par value per share (the “Shares”) under the Securities Act of 1933, as amended (the “1933 Act”).

You have requested our opinion as to the matters set forth below in connection with the filing of the Post-Effective Amendment. For purposes of rendering that opinion, we have examined the Post-Effective Amendment, the Declaration of Trust of the Fund, as amended, and Bylaws of the Fund, as amended, and the actions of the Board of Trustees of the Fund that provide for the issuance of the Shares, and we have made such other investigation as we have deemed appropriate. We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinion, we have also relied on a certificate of an officer of the Fund. In rendering our opinion, we also have made the assumptions that are customary in opinion letters of this kind. We have not verified any of those assumptions.

Our opinion, as set forth herein, is based on the facts in existence and the laws in effect on the date hereof and is limited to the federal laws of the United States of America and the laws of the Commonwealth of Massachusetts that, in our experience, generally are applicable to the issuance of shares by entities such as the Fund. We express no opinion with respect to any other laws.

Based upon and subject to the foregoing, it is our opinion that the Shares have been duly authorized for issuance by the Fund and, when issued and delivered against payment therefore as described in the Prospectus included in the Registration Statement, will be validly issued, fully paid and nonassessable. In this regard, however, we note that the Fund is a Massachusetts business trust and, under certain circumstances, shareholders of a Massachusetts business trust could be held personally liable for the obligations of the Fund.

We hereby consent to the filing of this opinion with the SEC as an exhibit to the Post-Effective Amendment. In giving our consent we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the SEC thereunder.

Yours truly,

/s/ K&L Gates LLP

K&L Gates LLP

EX-99

POWER OF ATTORNEY

We, the undersigned officers and Trustees/Directors of the Trusts, Corporations and Portfolios listed on Schedule A attached hereto (collectively, the “Entities”), do hereby severally constitute and appoint Thomas E. Faust Jr., Maureen A. Gemma, James F. Kirchner or Deidre E. Walsh, or any of them, to be true, sufficient and lawful attorneys, or attorney for each of us, to sign for each of us, in the name of each of us in the capacities indicated below, any Registration Statement on the prescribed form (including, but not limited to, Form N-1A, Form N-2 or Form N-14) and any and all amendments (including pre-effective and post-effective amendments) to a Registration Statement filed with the Securities and Exchange Commission on behalf of each of the respective Entities listed on Schedule A, in respect of shares or units of beneficial interest or common stock and other documents and papers relating thereto:

IN WITNESS WHEREOF we have hereunto set our hands on the date set forth opposite our respective signatures.

Signature	Title	Date
/s/ John R. Baur                                                      John R. Baur	President and Principal Executive Officer of International Income Portfolio	March 1, 2013
/s/ Michael A. Cirami                                                      Michael A. Cirami	President and Principal Executive Officer of Emerging Markets Local Income Portfolio and Global Macro Portfolio	March 1, 2013
/s/ Cynthia J. Clemson                                                      Cynthia J. Clemson	President and Principal Executive Officer of California Municipal Bond Fund, California Municipal Bond Fund II, California Municipal Income Trust, Investment Trust, Michigan Municipal Bond Fund, Michigan Municipal Income Trust,  Municipals Trust II, National Municipal Opportunities Trust, New York Municipal Bond Fund, New York Municipal Bond Fund II, New York Municipal Income Trust, Ohio Municipal Bond Fund, Ohio Municipal Income Trust, Pennsylvania Municipal Bond Fund and Pennsylvania Municipal Income Trust	March 1, 2013
/s/ Kathleen C. Gaffney                                                      Kathleen C. Gaffney	President and Principal Executive Officer of Bond Portfolio	March 1, 2013
/s/ Charles B. Gaffney                                                      Charles B. Gaffney	President and Principal Executive Officer of Large-Cap Core Research Portfolio	March 1, 2013
/s/ Samuel D. Isaly                                                      Samuel D. Isaly	President and Principal Executive Officer of Worldwide Health Sciences Portfolio	March 1, 2013
/s/ Hon. Robert Lloyd George                                                      Hon. Robert Lloyd George	President and Principal Executive Officer of Asian Small Companies Portfolio, Greater China Growth Portfolio and Greater India Portfolio	March 1, 2013
/s/ Thomas H. Luster                                                      Thomas H. Luster	President and Principal Executive Officer of CMBS Portfolio, Inflation-Linked Securities Portfolio and Investment Grade Income Portfolio	March 1, 2013
/s/ Michael R. Mach                                                      Michael R. Mach	President and Principal Executive Officer of Large-Cap Value Portfolio and Tax-Managed Value Portfolio	March 1, 2013
/s/ Thomas M. Metzold                                                      Thomas M. Metzold	President and Principal Executive Officer of  Massachusetts Municipal Bond Fund, Massachusetts Municipal Income Trust, Municipal Bond Fund, Municipal Bond Fund II, Municipal Income Trust, Municipals Trust, New Jersey Municipal Bond Fund and New Jersey Municipal Income Trust	March 1, 2013
/s/ Scott H. Page                                                      Scott H. Page	President and Principal Executive Officer of Floating-Rate Income Trust, Senior Floating-Rate Trust, Senior Income Trust, Floating Rate Portfolio and Senior Debt Portfolio	March 1, 2013

Signature	Title	Date
/s/ Lewis R. Piantedosi                                                      Lewis R. Piantedosi	President and Principal Executive Officer of Large-Cap Growth Portfolio	March 1, 2013
/s/ Duncan W. Richardson                                                      Duncan W. Richardson	President and Principal Executive Officer of Growth Trust, Mutual Funds Trust, Series Trust, Special Investment Trust, Variable Trust, eUnits™ International Trust, eUnits™ U.S. Trust, eUnits™ U.S. Trust II, eUnits™ U.S. Trust III, eUnits™ U.S. Trust IV, eUnits™ U.S. Trust V, eUnits™ U.S. Trust VI, Focused Growth Portfolio, International Equity Portfolio, Multi-Cap Growth Portfolio, Parametric Market Neutral Portfolio, SMID-Cap Portfolio, Tax-Managed Growth Portfolio, Tax-Managed International Equity Portfolio, Tax-Managed Multi-Cap Growth Portfolio and Tax-Managed Small-Cap Value Portfolio	March 1, 2013
/s/ Walter A. Row, III                                                      Walter A. Row, III	President and Principal Executive Officer of  Enhanced Equity Income Fund, Enhanced Equity Income Fund II,  Risk-Managed Diversified Equity Income Fund, Risk-Managed Equity Income Opportunities Fund, Tax-Managed Buy-Write Income Fund, Tax-Managed Buy-Write Opportunities Fund, Tax-Managed Diversified Equity Income Fund, Tax-Managed Global Buy-Write Opportunities Fund and Tax-Managed Global Diversified Equity Income Fund	March 1, 2013
/s/ Judith A. Saryan                                                      Judith A. Saryan	President and Principal Executive Officer of Tax-Advantaged Dividend Income Fund, Tax-Advantaged Global Dividend Income Fund, Tax-Advantaged Global Dividend Opportunities Fund, Dividend Builder Portfolio and Global Dividend Income Portfolio	March 1, 2013
/s/ Susan Schiff                                                      Susan Schiff	President and Principal Executive Officer of Government Obligations Portfolio and Short-Term U.S. Government Portfolio	March 1, 2013
/s/ Eric A. Stein                                                      Eric A. Stein	President and Principal Executive Officer of Global Macro Absolute Return Advantage Portfolio and Global Opportunities Portfolio	March 1, 2013
/s/ Payson F. Swaffield                                                      Payson F. Swaffield	President and Principal Executive Officer of Diversified Emerging Markets Local Income Fund, Inc., Limited Duration Income Fund, Managed Income Term Trust, Multi-Sector Income Trust, Municipal Income Term Trust, Preferred Dividend Income Trust, Series Fund, Inc., Short Duration Diversified Income Fund, Tax-Advantaged Bond and Option Strategies Fund, MSAM Completion Portfolio and MSAR Completion Portfolio	March 1, 2013
/s/ Nancy B. Tooke                                                      Nancy B. Tooke	President and Principal Executive Officer of Tax-Managed Small-Cap Portfolio	March 1, 2013
/s/ Michael W. Weilheimer                                                      Michael W. Weilheimer	President and Principal Executive Officer of Series Trust II, Boston Income Portfolio, High Income Opportunities Portfolio and Short Duration High Income Portfolio	March 1, 2013
/s/ James F. Kirchner                                                      James F. Kirchner	Treasurer and Principal Financial and Accounting Officer	March 1, 2013

Signature	Title	Date
/s/ Scott E. Eston                                                      Scott E. Eston	Trustee/Director	March 1, 2013
/s/ Benjamin C. Esty                                                      Benjamin C. Esty	Trustee/Director	March 1, 2013
/s/ Thomas E. Faust Jr.                                                      Thomas E. Faust Jr.	Trustee/Director	March 1, 2013
/s/ Allen R. Freedman                                                      Allen R. Freedman	Trustee/Director	March 1, 2013
/s/ William H. Park                                                      William H. Park	Trustee/Director	March 1, 2013
/s/ Ronald A. Pearlman                                                      Ronald A. Pearlman	Trustee/Director	March 1, 2013
/s/ Helen Frame Peters                                                      Helen Frame Peters	Trustee/Director	March 1, 2013
/s/ Lynn A. Stout                                                      Lynn A. Stout	Trustee/Director	March 1, 2013
/s/ Harriett Tee Taggart Harriett Tee Taggart	Trustee/Director	March 1, 2013
/s/ Ralph F. Verni                                                      Ralph F. Verni	Trustee/Director	March 1, 2013

POWER OF ATTORNEY

SCHEDULE A

Eaton Vance Growth Trust (“Growth Trust”)

Eaton Vance Investment Trust (“Investment Trust”)

Eaton Vance Managed Income Term Trust (“Managed Income Term Trust”)

Eaton Vance Municipals Trust (“Municipals Trust”)

Eaton Vance Municipals Trust II (“Municipals Trust II”)

Eaton Vance Mutual Funds Trust (“Mutual Funds Trust”)

Eaton Vance Series Fund, Inc. (“Series Fund, Inc.”)

Eaton Vance Series Trust (“Series Trust”)

Eaton Vance Series Trust II (“Series Trust II”)

Eaton Vance Special Investment Trust (“Special Investment Trust”)

Eaton Vance Variable Trust (“Variable Trust”)

Eaton Vance California Municipal Bond Fund (“California Municipal Bond Fund”)

Eaton Vance California Municipal Bond Fund II (“California Municipal Bond Fund II”)

Eaton Vance California Municipal Income Trust (“California Municipal Income Trust”)

Eaton Vance Diversified Emerging Markets Local Income Fund, Inc. (“Diversified Emerging Markets Local Income Fund, Inc.”)

Eaton Vance Enhanced Equity Income Fund (“Enhanced Equity Income Fund”)

Eaton Vance Enhanced Equity Income Fund II (“Enhanced Equity Income Fund II”)

Eaton Vance Floating-Rate Income Trust (“Floating-Rate Income Trust”)

Eaton Vance Limited Duration Income Fund (“Limited Duration Income Fund”)

Eaton Vance Massachusetts Municipal Bond Fund (“Massachusetts Municipal Bond Fund”)

Eaton Vance Massachusetts Municipal Income Trust (“Massachusetts Municipal Income Trust”)

Eaton Vance Michigan Municipal Bond Fund (“Michigan Municipal Bond Fund”)

Eaton Vance Michigan Municipal Income Trust (“Michigan Municipal Income Trust”)

Eaton Vance Multi-Sector Income Trust (“Multi-Sector Income Trust”)

Eaton Vance Municipal Bond Fund (“Municipal Bond Fund”)

Eaton Vance Municipal Bond Fund II (“Municipal Bond Fund II”)

Eaton Vance Municipal Income Trust (“Municipal Income Trust”)

Eaton Vance Municipal Income Term Trust (“Municipal Income Term Trust”)

Eaton Vance National Municipal Opportunities Trust (“National Municipal Opportunities Trust”)

Eaton Vance New Jersey Municipal Bond Fund (“New Jersey Municipal Bond Fund”)

Eaton Vance New Jersey Municipal Income Trust (“New Jersey Municipal Income Trust”)

Eaton Vance New York Municipal Bond Fund (“New York Municipal Bond Fund”)

Eaton Vance New York Municipal Bond Fund II (“New York Municipal Bond Fund II”)

Eaton Vance New York Municipal Income Trust (“New York Municipal Income Trust”)

Eaton Vance Ohio Municipal Bond Fund (“Ohio Municipal Bond Fund”)

Eaton Vance Ohio Municipal Income Trust (“Ohio Municipal Income Trust”)

Eaton Vance Pennsylvania Municipal Bond Fund (“Pennsylvania Municipal Bond Fund”)

Eaton Vance Pennsylvania Municipal Income Trust (“Pennsylvania Municipal Income Trust”)

Eaton Vance Preferred Dividend Income Trust (“Preferred Dividend Income Trust”)

Eaton Vance Risk-Managed Diversified Equity Income Fund (“Risk-Managed Diversified Equity Income Fund”)

Eaton Vance Risk-Managed Equity Income Opportunities Fund (“Risk-Managed Equity Income Opportunities Fund”)

Eaton Vance Senior Floating-Rate Trust (“Senior Floating-Rate Trust”)

Eaton Vance Senior Income Trust (“Senior Income Trust”)

Eaton Vance Short Duration Diversified Income Fund (“Short Duration Diversified Income Fund”)

Eaton Vance Tax-Advantaged Bond and Option Strategies Fund (“Tax-Advantaged Bond and Option Strategies Fund”)

Eaton Vance Tax-Advantaged Dividend Income Fund (“Tax-Advantaged Dividend Income Fund”)

Eaton Vance Tax-Advantaged Global Dividend Income Fund (“Tax-Advantaged Global Dividend Income Fund”)

Eaton Vance Tax-Advantaged Global Dividend Opportunities Fund (“Tax-Advantaged Global Dividend Opportunities Fund”)

Eaton Vance Tax-Managed Buy-Write Income Fund (“Tax-Managed Buy-Write Income Fund”)

Eaton Vance Tax-Managed Buy-Write Opportunities Fund (“Tax-Managed Buy-Write Opportunities Fund”)

Eaton Vance Tax-Managed Diversified Equity Income Fund (“Tax-Managed Diversified Equity Income Fund”)

Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund (“Tax-Managed Global Buy-Write Opportunities Fund”)

Eaton Vance Tax-Managed Global Diversified Equity Income Fund (“Tax-Managed Global Diversified Equity Income Fund”)

eUNITsTM 2 Year International Equity Market Participation Trust:  Upside to Cap / Buffered Downside (“eUNITsTM International Trust”)

eUnitsTM 2 Year U.S. Market Participation Trust:  Upside to Cap / Buffered Downside (“eUnitsTM U.S. Trust”)

eUnitsTM 2 Year U.S. Market Participation Trust II:  Upside to Cap / Buffered Downside (“eUnitsTM U.S. Trust II”)

eUnitsTM 2 Year U.S. Market Participation Trust III:  Upside to Cap / Buffered Downside (“eUnitsTM U.S. Trust III”)

eUnitsTM 2 Year U.S. Market Participation Trust IV:  Upside to Cap / Buffered Downside (“eUnitsTM U.S. Trust IV”)

eUnitsTM 2 Year U.S. Market Participation Trust V:  Upside to Cap / Buffered Downside (“eUnitsTM U.S. Trust V”)

eUnitsTM 2 Year U.S. Market Participation Trust VI:  Upside to Cap / Buffered Downside (“eUnitsTM U.S. Trust VI”)

Portfolio Name	Trust Name
Asian Small Companies Portfolio	Eaton Vance Growth Trust
Bond Portfolio	Eaton Vance Special Investment Trust
Boston Income Portfolio	Eaton Vance Mutual Funds Trust
	Eaton Vance Series Trust II
CMBS Portfolio	Eaton Vance Mutual Funds Trust
	Eaton Vance Special Investment Trust
Dividend Builder Portfolio	Eaton Vance Special Investment Trust
Emerging Markets Local Income Portfolio	Eaton Vance Mutual Funds Trust
Floating Rate Portfolio	Eaton Vance Mutual Funds Trust
	Eaton Vance Special Investment Trust
Focused Growth Portfolio	Eaton Vance Growth Trust
Global Dividend Income Portfolio	Eaton Vance Mutual Funds Trust
Global Macro Absolute Return Advantage Portfolio	Eaton Vance Mutual Funds Trust
Global Macro Portfolio	Eaton Vance Mutual Funds Trust
Global Opportunities Portfolio	Eaton Vance Mutual Funds Trust
Government Obligations Portfolio	Eaton Vance Mutual Funds Trust
Greater China Growth Portfolio	Eaton Vance Growth Trust
Greater India Portfolio	Eaton Vance Special Investment Trust
High Income Opportunities Portfolio	Eaton Vance Mutual Funds Trust
Inflation-Linked Securities Portfolio	Eaton Vance Special Investment Trust
International Equity Portfolio	Eaton Vance Mutual Funds Trust
International Income Portfolio	Eaton Vance Mutual Funds Trust
Investment Grade Income Portfolio	Eaton Vance Special Investment Trust
Large-Cap Core Research Portfolio	Eaton Vance Mutual Funds Trust
	Eaton Vance Special Investment Trust
Large-Cap Growth Portfolio	Eaton Vance Special Investment Trust
Large-Cap Value Portfolio	Eaton Vance Special Investment Trust
MSAM Completion Portfolio	Eaton Vance Mutual Funds Trust
MSAR Completion Portfolio	Eaton Vance Mutual Funds Trust
Multi-Cap Growth Portfolio	Eaton Vance Growth Trust
Parametric Market Neutral Portfolio	Eaton Vance Mutual Funds Trust
Senior Debt Portfolio	Eaton Vance Mutual Funds Trust
Short Duration High Income Portfolio	Eaton Vance Mutual Funds Trust
Short-Term U.S. Government Portfolio	Eaton Vance Mutual Funds Trust
	Eaton Vance Special Investment Trust
SMID-Cap Portfolio	Eaton Vance Growth Trust
Tax-Managed Growth Portfolio	Eaton Vance Mutual Funds Trust
	Eaton Vance Series Trust
Tax-Managed International Equity Portfolio	Eaton Vance Mutual Funds Trust
Tax-Managed Multi-Cap Growth Portfolio	Eaton Vance Mutual Funds Trust
Tax-Managed Small-Cap Portfolio	Eaton Vance Mutual Funds Trust
Tax-Managed Small-Cap Value Portfolio	Eaton Vance Mutual Funds Trust
Tax-Managed Value Portfolio	Eaton Vance Mutual Funds Trust
Worldwide Health Sciences Portfolio	Eaton Vance Growth Trust