CORRESP 15 filename15.txt [UBS Securities LLC Letterhead] September 8, 2004 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 Attn: Division of Investment Management Re: Eaton Vance Floating-Rate Income Trust Form N-2 Registration Statement (File No. 333-117357) Dear Sir or Madam: In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, UBS Securities LLC, as representative of the several Underwriters, hereby joins the above-referenced registrant in requesting that the effective date of such Registration Statement be accelerated so that it will be declared effective by 2 p.m. EST on September 10, 2004, or as soon thereafter as possible. The following information with respect to the expected approximate distribution of Preliminary Prospectuses dated September 7, 2004 and distributed between September 7, 2004 and September 8, 2004 is furnished pursuant to Rule 460 under the Securities Act of 1933: EATON VANCE FLOATING-RATE INCOME TRUST
No. of Copies ------------- To Individuals / Institutions / Prospective Underwriters 975 To Statistical, Public Services, NASD, NYSE 25 ----- TOTAL 1,000
With respect to Rule 15c2-8 under the Securities Exchange Act of 1934 (the "Rule"), we wish to advise the Commission that the Underwriters will distribute copies of the Preliminary Prospectus to any person who is expected to receive a confirmation of sale at least 48 hours prior to the date we expect to mail such confirmations. Selected dealers, if any, represent that they will comply with the Rule. Yours truly, UBS SECURITIES LLC By: /s/ Hans van Hell ----------------- Hans van Hell Associate Director