SEC Division of Investment Management staff letter: Eaton Vance, et al.

RESPONSE OF THE OFFICE OF CHIEF COUNSEL
DIVISION OF INVESTMENT MANAGEMENT
June 26, 2013
IM Ref. No. 20134121532
Eaton Vance Floating-Rate Income
Trust, Eaton Vance Senior Income
Trust, Eaton Vance Senior
Floating-Rate Trust, Eaton Vance
Municipal Income Trust, Eaton
Vance Municipal Bond Fund, and
Eaton Vance Municipal Bond Fund
II
File No. 811-21574
Your letter dated June 25, 2013 requests our assurance that we would not recommend enforcement action to the Securities and Exchange Commission ("Commission") under SeCtion 5(b) or Section 6(a) ofthe Securities Act of 1933 (the "Securities Act") against Eaton Vance Floating-Rate Income Trust, Eaton Vance Senior Income Trust, Eaton Vance Senior Floating-Rate Trust, Eaton Vance Municipal Income Trust, Eaton Vance Municipal Bond Fund, or Eaton Vance Municipal Bond Fund II (each, a "Fund," and collectively, the "Funds"), each of which filed and had declared effective, or intends to file and have declared effective, by the Commission a shelf registration statement on Form N-2 ("Registration Statement"), if a Fund files a post-effective amendment to its Registration Statement pursuant to Rule 486(b) under the Securities Act under the circumstances set forth in your letter. Background You state that each Fund is a closed-end management investment company registered under the Investment Company Act of 1940 (the "Investment Company Act"). Each Fund filed and had declared effective, or intends to file and have declared effective, by the Commission its Registration Statement pursuant to which it may issue common shares on a delayed basis in accordance with Rule 415(a)(1)(x) under the Securities Act and the positions ofthe Commission staff. 1 Eaton Vance Management serves as the investment adviser to each Fund. Each Fund's common shares are registered under Section 12(b) ofthe Securities Exchange Act of 1934 and are listed and traded on the New York Stock Exchange or NYSE MKT LLC, as applicable. Eaton Vance Floating-Rate Income Trust has a fiscal year ending on May 31. Eaton Vance Senior Income Trust has a fiscal year ending on June 30. Eaton Vance Senior Floating-Rate Trust has a fiscal year ending on October 31. Eaton Vance Municipal Income Trust has a fiscal year ending on November 30. Eaton Vance Municipal Bond Fund and Eaton Vance Municipal Bond Fund II have a fiscal year ending on September 30. You state that each Fund's board oftrustees (the "Board"), including a majority of independent trustees, has concluded that a continuously effective shelf registration statement would be beneficial to each Fund, its shareholders and potential investors. You state that each Fund, therefore, needs a continuously effective Registration Statement, and annually would have to file post-effective amendments to its Registration Statement pursuant to Section 8( c) ofthe See Nuveen Virginia Premium Income Municipal Fund, SEC Staff No-Action Letter (Oct. 6, 2006); Pilgrim America Prime Rate Trust, SEC StaffNo-Action Letter (May 1, 1998) ("Pilgrim Letter").