Eaton Vance Floating Rate Income Plus Fund : Proxy Statement

Eaton Vance Floating-Rate Income Plus Fund

Two International Place

Boston, Massachusetts 02110

April 1, 2021

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders (the "Annual Meeting") of Eaton Vance Floating-Rate Income Plus Fund (the "Fund"), which will be held by means of remote communications in a virtual-only format on May 14, 2021 at 11:30 a.m. (Eastern Time).

At this meeting, you will be asked to consider the liquidation and termination of the Fund (the "Liquidation") pursuant to the Plan of Liquidation and Termination adopted by the Board of Trustees of the Fund (the "Board") ("Proposal 1") and the election of Trustees ("Proposal 2").

Your vote is extremely important. On March 1, 2021, Eaton Vance Corp., the parent company of the Fund's investment adviser, Eaton Vance Management ("EVM"), was acquired by Morgan Stanley, a leading global financial services firm providing a wide range of investment banking, securities, wealth management, and investment management services (the "Transaction"). In connection with the Transaction, the Fund's Board approved and submitted to shareholders for approval a new investment advisory agreement with EVM (the "New Agreement"). Since shareholders did not approve the New Agreement prior to the closing of the Transaction, the Board-approved interim investment advisory agreement (the "Interim Agreement") took effect upon the close of the Transaction. The Interim Agreement allows EVM to continue to manage the Fund for up to an additional 150 days following the close of the Transaction to allow for further proxy solicitation and/or the Board's consideration of different options for the Fund. After considering various options for the Fund, the Board approved, and recommends that shareholders vote for, the liquidation and termination of the Fund.

The Board considered a variety of factors in approving the Liquidation. These included (i) the significant ownership of the Fund by a few large shareholders, including closed-end fund activist investors, (ii) the potential adverse consequences to the Fund of continuing to solicit votes for the New Agreement when such approval is unlikely due to the significant ownership by closed-end fund activist investors, and (iii) the impending termination of the Interim Agreement, which could leave the Fund without an investment adviser to conduct the Fund's investment operations. After careful deliberation, the Board unanimously determined to approve the Liquidation and recommended that shareholders vote FOR the Liquidation. It is important that you vote your shares promptly to ensure an orderly liquidation and termination of the Fund under the Board's continued oversight.

We hope that you will be able to attend the Annual Meeting. Whether or not you plan to attend and regardless of the number of shares you own, it is important that your shares be represented. I urge you to complete, sign and date the enclosed proxy card and return it in the enclosed postage-paid envelope as soon as possible to ensure that your shares are represented at the Annual Meeting.

Sincerely,

/s/ Eric A. Stein

Eric A. Stein

President

YOUR VOTE IS IMPORTANT - PLEASE RETURN YOUR PROXY CARD PROMPTLY.

It is important that your shares be represented at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, you are requested to complete, sign and return the enclosed proxy card as soon as possible. You may withdraw your proxy if you attend the Annual Meeting and desire to vote at the Annual Meeting.

Eaton Vance Floating-Rate Income Plus Fund

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 14, 2021: The Notice of Annual Meeting of Shareholders, Proxy Statement, Proxy Cards and Shareholder Report are available on the Eaton Vance website at https://funds.eatonvance.com/closed-end-fund-and-term-trust-documents.php.

The Annual Meeting of Shareholders (the "Annual Meeting") of Eaton Vance Floating-Rate Income Plus Fund, a Massachusetts business trust (the "Fund"), will be held by means of remote communications in a virtual-only format on May 14, 2021 at 11:30 a.m. (Eastern Time), for the following purposes:

1. To approve the liquidation and termination of the Fund (the "Liquidation") pursuant to the Plan of Liquidation and Termination (the "Plan") adopted by the Board of Trustees (the "Board") of the Fund ("Proposal 1").
2. To elect Trustees of the Fund as outlined below ("Proposal 2"):
3. 1. three Class II Trustees, William H. Park, Keith Quinton, and Susan J. Sutherland (each, a "Board Nominee" and collectively, the "Board Nominees"), to be elected by the holders of the Fund's Common Shares and Variable Rate Term Preferred Shares ("VRTP"), voting together as a single class.
   2. one Class II Trustee, George J. Gorman (the "VRTP Board Nominee"), to be elected by the holders of the Fund's VRTP, voting separately as a single class.

The Board has fixed the close of business on March 1, 2021 as the record date for the determination of the shareholders of the Fund entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof.

Due to the public health impact of the coronavirus pandemic (COVID-19), travel guidelines in Massachusetts and surrounding areas, and to support the health and well-being of our shareholders, the Annual Meeting will be held in a virtual-only format via a web-based portal. To participate in and/or vote at the Annual Meeting, shareholders of the Fund must submit the necessary credentials and enter the control number found on their proxy card or provided to them by AST Fund Solutions, LLC ("AST") as described further below. Shareholders may vote during the Annual Meeting by following the instructions available on the Annual Meeting website during the Meeting. Shareholders will not be able to attend the Annual Meeting in person.

If, as of March 1, 2021, you were a holder of record of Fund shares (i.e., you held Fund shares in your own name directly with the Fund) and wish to participate in and vote at the Annual Meeting, you should email your full name and address to AST

at [e-mail]. You will then be provided with credentials to participate in the Annual Meeting. You will be able to vote by entering the control number found on the enclosed proxy card. All requests to participate in and/or vote at the Annual Meeting must be received by AST no later than 3:00 p.m. Eastern Time on May 13, 2021.

If, as of March 1, 2021, you held Fund shares through an intermediary (such as a broker-dealer) and wish to participate in and vote at the Annual Meeting, you will need to obtain a legal proxy from your intermediary reflecting the Fund's name, the number of Fund shares held and your name and email address. You may forward an email from your intermediary containing the legal proxy or attach an image of the legal proxy to an email and send it to AST at [e-mail] with "Legal Proxy" in the subject line. You will then be provided with credentials to participate in the Annual Meeting, as well as a unique control number to vote your shares. If you would like to participate in, but NOT vote at, the Annual Meeting, please send an email to AST at [e-mail] with proof of ownership of Fund shares. A statement, letter or the Vote Instruction Form from your intermediary will be sufficient proof of ownership. You will then be provided credentials to participate in the Annual Meeting. All requests to participate in and/or vote at the Annual Meeting must be received by AST no later

than 3:00 p.m. Eastern Time on May 13, 2021.

Please contact AST at [e-mail] with any questions regarding access to the Annual Meeting, and an AST representative will contact you to answer your questions. Whether or not you plan to participate in the Annual Meeting, we urge you to vote and submit your vote in advance of the Annual Meeting.

This notice and the related proxy materials first are being mailed to shareholders on or about April 1, 2021. The proxy is being solicited on behalf of the Board.

By Order of the Board,

/s/ Maureen A. Gemma

Maureen A. Gemma

Secretary

April 1, 2021

Boston, Massachusetts

IMPORTANT

Shareholders can help the Board of the Fund avoid the necessity and additional expense to the Fund of further solicitations by promptly returning the enclosed proxy card. The enclosed addressed envelope requires no postage if mailed in the United States and is intended for your convenience.

Eaton Vance Floating-Rate Income Plus Fund

Two International Place

Boston, Massachusetts 02110

PROXY STATEMENT

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GENERAL INFORMATION

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Trustees (the "Board") of Eaton Vance Floating-Rate Income Plus Fund (the "Fund"). The proxies will be voted at the Annual Meeting of Shareholders of the Fund (the "Annual Meeting") and at any adjournments or postponements thereof. The Annual Meeting will be held by means of remote communications in a virtual-only format on May 14, 2021 at 11:30 a.m. (Eastern Time). The Annual Meeting will be held for the purpose of considering (i) the liquidation and termination of the Fund (the "Liquidation") pursuant to the Plan of Liquidation and Termination (the "Plan") adopted by the Board and (ii) the election of Trustees, as set forth in the accompanying notice. This proxy material is being mailed to shareholders on or about April 1, 2021.

The Board of the Fund has fixed the close of business on March 1, 2021 as the record date for the determination of the shareholders entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof. As of March 1, 2021, there were 7,606,422 Common Shares of beneficial interest, $0.01 par value per share ("Common Shares") and 190 variable rate term preferred shares, $0.01 par value per share, liquidation preference $100,000 per share ("VRTP"), of the Fund outstanding. According to filings made on Schedules 13D and 13G pursuant to Sections 13(d) and 13(g), respectively, of the Securities Exchange Act of 1934, as amended, one or more shareholders owns more than 5% of the Fund's Common Shares and/or VRTP. Information relating to such shareholder(s) can be found on Appendix A. Also as of March 1, 2021, to the Fund's knowledge, (i) no other shareholder owned more than 5% of the Fund's Common Shares or VRTP, and (ii) the Trustees and executive officers of the Fund, individually and as a group, beneficially owned less than 1% of the outstanding shares of the Fund.

Shareholders as of the close of business on the record date will be entitled to one vote for each share held. All properly executed proxies received prior to the Annual Meeting will be voted at the Annual Meeting. Each proxy will be voted in accordance with its instructions; if no instruction is given, an executed proxy will authorize the persons named on the proxy card enclosed as proxies, or any of them, to vote in favor of the liquidation and termination discussed further below, as well as the election of each Trustee named on such proxy card. An executed proxy delivered to the Fund is revocable by the person giving it, prior to its exercise, by a signed writing filed with the Fund's Secretary, by executing and delivering a later dated proxy, or by attending the Annual Meeting and voting the shares at the Annual Meeting. Merely attending the Annual Meeting will not revoke a previously executed proxy. If you hold your shares through an intermediary (such as a broker-dealer, bank, adviser or custodian), please consult with your intermediary regarding your ability to revoke voting instructions after they have been provided.

Due to the public health impact of the coronavirus pandemic (COVID-19), travel guidelines in Massachusetts and surrounding areas, and to support the health and well-being of our shareholders, the Annual Meeting will be held in a virtual-only format via a web-based portal. To participate in and/or vote at the Annual Meeting, shareholders of the Fund must submit the necessary credentials and enter the control number found on their proxy card or provided to them by AST Fund Solutions, LLC ("AST") as described further below. Shareholders may vote during the Annual Meeting by following the instructions available on the Annual Meeting website during the Meeting. Shareholders will not be able to attend the Annual Meeting in person.

If, as of March 1, 2021, you were a holder of record of Fund shares (i.e., you held Fund shares in your own name directly with the Fund) and wish to participate in and vote at the Annual Meeting, you should email your full name and address to AST

at [e-mail]. You will then be provided with credentials to participate in the Annual Meeting. You will be able to vote by entering the control number found on the enclosed proxy card. All requests to participate in and/or vote at the Annual Meeting must be received by AST no later than 3:00 p.m. Eastern Time on May 13, 2021.

If, as of March 1, 2021, you held Fund shares through an intermediary (such as a broker-dealer) and wish to participate in and vote at the Annual Meeting, you will need to obtain a legal proxy from your intermediary reflecting the Fund's name, the number of Fund shares held and your name and email address. You may forward an email from your intermediary containing the legal

proxy or attach an image of the legal proxy to an email and send it to AST at [e-mail] with "Legal Proxy" in the subject line. You will then be provided with credentials to participate in the Annual Meeting, as well as a unique control number to vote your shares. If you would like to participate in, but NOT vote at, the Annual Meeting, please send an email to AST at [e-mail] with proof of ownership of Fund shares. A statement, letter or the Vote Instruction Form from your intermediary will be sufficient proof of ownership. You will then be provided credentials to participate in the Annual Meeting. All requests to participate in and/or vote at the Annual Meeting must be received by AST no later

than 3:00 p.m. Eastern Time on May 13, 2021.

Please contact AST at [e-mail] with any questions regarding access to the Annual Meeting, and an AST representative will contact you to answer your questions. Whether or not you plan to participate in the Annual Meeting, we urge you to vote and submit your vote in advance of the Annual Meeting.

The Board knows of no business other than that mentioned in the Notice of Annual Meeting of Shareholders that will be presented for consideration at the Annual Meeting. Management does not intend to present and does not have reason to believe that any other business will be presented at the Annual Meeting. If any other matters are properly presented at the Annual Meeting, it is the intention of the persons named as proxies to vote on such matters in accordance with their judgment.

Shareholders do not have appraisal rights in connection with either Proposal 1 or Proposal 2.