Statement of Assets and Liabilities (Unaudited)
|
|
|
|
|
|
|
Assets
|
|
April 30, 2020
|
|
|
|
|
|
Unaffiliated investments, at value (identified cost, $808,875,760)
|
|
$
|
704,623,690
|
|
|
|
|
|
Affiliated investment, at value (identified cost, $4,578,404)
|
|
|
4,579,377
|
|
|
|
|
|
Cash
|
|
|
2,367,665
|
|
|
|
|
|
Foreign currency, at value (identified cost, $43,052)
|
|
|
43,251
|
|
|
|
|
|
Interest and dividends receivable
|
|
|
2,636,950
|
|
|
|
|
|
Dividends receivable from affiliated investment
|
|
|
3,094
|
|
|
|
|
|
Receivable for investments sold
|
|
|
4,278,888
|
|
|
|
|
|
Receivable for open forward foreign currency exchange contracts
|
|
|
341,638
|
|
|
|
|
|
Prepaid upfront fees on notes payable
|
|
|
117,661
|
|
|
|
|
|
Prepaid expenses
|
|
|
48,974
|
|
|
|
|
|
Total assets
|
|
$
|
719,041,188
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
Notes payable
|
|
$
|
180,000,000
|
|
|
|
|
|
Payable for investments purchased
|
|
|
14,556,597
|
|
|
|
|
|
Payable for open forward foreign currency exchange contracts
|
|
|
205,521
|
|
|
|
|
|
Payable to affiliates:
|
|
|
|
|
|
|
|
|
Investment adviser fee
|
|
|
427,467
|
|
|
|
|
|
Trustees’ fees
|
|
|
3,474
|
|
|
|
|
|
Accrued expenses
|
|
|
573,437
|
|
|
|
|
|
Total liabilities
|
|
$
|
195,766,496
|
|
|
|
|
|
Auction preferred shares (3,032 shares outstanding) at liquidation value plus cumulative unpaid
dividends
|
|
$
|
75,861,769
|
|
|
|
|
|
Net assets applicable to common shares
|
|
$
|
447,412,923
|
|
|
|
|
|
Sources of Net Assets
|
|
|
|
|
|
|
|
|
Common shares, $0.01 par value, unlimited number of shares authorized, 36,848,313 shares issued and outstanding
|
|
$
|
368,483
|
|
|
|
|
|
Additional paid-in capital
|
|
|
565,667,097
|
|
|
|
|
|
Accumulated loss
|
|
|
(118,622,657
|
)
|
|
|
|
|
Net assets applicable to common shares
|
|
$
|
447,412,923
|
|
|
|
|
|
Net Asset Value Per Common Share
|
|
|
|
|
|
|
|
|
($447,412,923 ÷ 36,848,313 common shares issued and outstanding)
|
|
$
|
12.14
|
|
|
|
|
|
|
|
|
|
|
30
|
|
See Notes to Financial Statements.
|
Eaton Vance
Senior Floating-Rate Trust
April 30, 2020
Statement of Operations (Unaudited)
|
|
|
|
|
|
|
Investment Income
|
|
Six Months Ended
April 30, 2020
|
|
|
|
|
|
Interest and other income
|
|
$
|
21,392,934
|
|
|
|
|
|
Dividends
|
|
|
486,604
|
|
|
|
|
|
Dividends from affiliated investment
|
|
|
88,394
|
|
|
|
|
|
Total investment income
|
|
$
|
21,967,932
|
|
|
|
|
Expenses
|
|
|
|
|
|
Investment adviser fee
|
|
$
|
2,972,843
|
|
|
|
|
|
Trustees’ fees and expenses
|
|
|
20,866
|
|
|
|
|
|
Custodian fee
|
|
|
114,691
|
|
|
|
|
|
Transfer and dividend disbursing agent fees
|
|
|
10,142
|
|
|
|
|
|
Legal and accounting services
|
|
|
107,553
|
|
|
|
|
|
Printing and postage
|
|
|
32,453
|
|
|
|
|
|
Interest expense and fees
|
|
|
2,621,383
|
|
|
|
|
|
Preferred shares service fee
|
|
|
37,630
|
|
|
|
|
|
Miscellaneous
|
|
|
64,474
|
|
|
|
|
|
Total expenses
|
|
$
|
5,982,035
|
|
|
|
|
|
Net investment income
|
|
$
|
15,985,897
|
|
|
|
|
Realized and Unrealized Gain (Loss)
|
|
|
|
|
Net realized gain (loss) —
|
|
|
|
|
|
Investment transactions
|
|
$
|
(12,890,858
|
)
|
|
|
|
|
Investment transactions — affiliated investment
|
|
|
2,074
|
|
|
|
|
|
Foreign currency transactions
|
|
|
(207,973
|
)
|
|
|
|
|
Forward foreign currency exchange contracts
|
|
|
1,112,715
|
|
|
|
|
|
Net realized loss
|
|
$
|
(11,984,042
|
)
|
|
|
|
Change in unrealized appreciation (depreciation) —
|
|
|
|
|
|
Investments
|
|
$
|
(71,261,408
|
)
|
|
|
|
|
Investments — affiliated investment
|
|
|
125
|
|
|
|
|
|
Foreign currency
|
|
|
24,883
|
|
|
|
|
|
Forward foreign currency exchange contracts
|
|
|
600,990
|
|
|
|
|
|
Net change in unrealized appreciation (depreciation)
|
|
$
|
(70,635,410
|
)
|
|
|
|
|
Net realized and unrealized loss
|
|
$
|
(82,619,452
|
)
|
|
|
|
|
Distributions to preferred shareholders
|
|
$
|
(942,267
|
)
|
|
|
|
|
Net decrease in net assets from operations
|
|
$
|
(67,575,822
|
)
|
|
|
|
|
|
|
|
|
|
31
|
|
See Notes to Financial Statements.
|
Eaton Vance
Senior Floating-Rate Trust
April 30, 2020
Statements of Changes in Net Assets
|
|
|
|
|
|
|
|
|
|
|
Increase (Decrease) in Net Assets
|
|
Six Months Ended
April 30, 2020
(Unaudited)
|
|
|
Year Ended
October 31, 2019
|
|
|
|
|
|
|
From operations —
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$
|
15,985,897
|
|
|
$
|
36,357,861
|
|
|
|
|
|
|
Net realized loss
|
|
|
(11,984,042
|
)
|
|
|
(1,267,512
|
)
|
|
|
|
|
|
Net change in unrealized appreciation (depreciation)
|
|
|
(70,635,410
|
)
|
|
|
(28,133,499
|
)
|
|
|
|
|
|
Distributions to preferred shareholders
|
|
|
(942,267
|
)
|
|
|
(2,658,907
|
)
|
|
|
|
|
|
Net increase (decrease) in net assets from operations
|
|
$
|
(67,575,822
|
)
|
|
$
|
4,297,943
|
|
|
|
|
|
|
Distributions to common shareholders
|
|
$
|
(19,724,902
|
)
|
|
$
|
(36,074,498
|
)
|
|
|
|
|
|
Net decrease in net assets
|
|
$
|
(87,300,724
|
)
|
|
$
|
(31,776,555
|
)
|
|
|
|
|
|
Net Assets Applicable to Common Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At beginning of period
|
|
$
|
534,713,647
|
|
|
$
|
566,490,202
|
|
|
|
|
|
|
At end of period
|
|
$
|
447,412,923
|
|
|
$
|
534,713,647
|
|
|
|
|
|
|
|
|
|
|
32
|
|
See Notes to Financial Statements.
|
Eaton Vance
Senior Floating-Rate Trust
April 30, 2020
Statement of Cash Flows (Unaudited)
|
|
|
|
|
|
|
Cash Flows From Operating Activities
|
|
Six Months Ended
April 30, 2020
|
|
|
|
|
|
Net decrease in net assets from operations
|
|
$
|
(67,575,822
|
)
|
|
|
|
|
Distributions to preferred shareholders
|
|
|
942,267
|
|
|
|
|
|
Net decrease in net assets from operations excluding distributions to preferred shareholders
|
|
$
|
(66,633,555
|
)
|
|
|
|
|
Adjustments to reconcile net decrease in net assets from operations to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
Investments purchased
|
|
|
(133,711,074
|
)
|
|
|
|
|
Investments sold and principal repayments
|
|
|
158,844,641
|
|
|
|
|
|
Decrease in short-term investments, net
|
|
|
7,904,974
|
|
|
|
|
|
Net amortization/accretion of premium (discount)
|
|
|
(288,743
|
)
|
|
|
|
|
Amortization of prepaid upfront fees on notes payable
|
|
|
64,993
|
|
|
|
|
|
Decrease in interest and dividends receivable
|
|
|
509,172
|
|
|
|
|
|
Decrease in dividends receivable from affiliated investment
|
|
|
19,021
|
|
|
|
|
|
Increase in receivable for open forward foreign currency exchange contracts
|
|
|
(293,606
|
)
|
|
|
|
|
Decrease in prepaid expenses
|
|
|
13,815
|
|
|
|
|
|
Decrease in payable for open forward foreign currency exchange contracts
|
|
|
(307,384
|
)
|
|
|
|
|
Decrease in payable to affiliate for investment adviser fee
|
|
|
(106,487
|
)
|
|
|
|
|
Increase in payable to affiliate for Trustees’ fees
|
|
|
19
|
|
|
|
|
|
Decrease in accrued expenses
|
|
|
(271,073
|
)
|
|
|
|
|
Increase in unfunded loan commitments
|
|
|
392,718
|
|
|
|
|
|
Net change in unrealized (appreciation) depreciation from investments
|
|
|
71,261,283
|
|
|
|
|
|
Net realized loss from investments
|
|
|
12,888,784
|
|
|
|
|
|
Net cash provided by operating activities
|
|
$
|
50,287,498
|
|
|
|
|
|
Cash Flows From Financing Activities
|
|
|
|
|
|
|
|
|
Cash distributions paid to common shareholders
|
|
$
|
(19,724,902
|
)
|
|
|
|
|
Cash distributions paid to preferred shareholders
|
|
|
(898,238
|
)
|
|
|
|
|
Proceeds from notes payable
|
|
|
16,000,000
|
|
|
|
|
|
Repayments of notes payable
|
|
|
(54,000,000
|
)
|
|
|
|
|
Payment of prepaid upfront fees on notes payable
|
|
|
(127,500
|
)
|
|
|
|
|
Net cash used in financing activities
|
|
$
|
(58,750,640
|
)
|
|
|
|
|
Net decrease in cash and restricted cash*
|
|
$
|
(8,463,142
|
)
|
|
|
|
|
Cash and restricted cash at beginning of
period(1)
|
|
$
|
10,874,058
|
|
|
|
|
|
Cash and restricted cash at end of period(1)
|
|
$
|
2,410,916
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
Cash paid for interest and fees on borrowings
|
|
$
|
3,017,753
|
|
|
*
|
Includes net change in unrealized appreciation (depreciation) on foreign currency of $85.
|
|
(1)
|
Balance includes foreign currency, at value.
|
|
|
|
|
|
|
|
|
|
33
|
|
See Notes to Financial Statements.
|
Eaton Vance
Senior Floating-Rate Trust
April 30, 2020
Financial Highlights
Selected data for a common share outstanding during the
periods stated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
April 30, 2020
(Unaudited)
|
|
|
Year Ended October 31,
|
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
Net asset value — Beginning of period (Common shares)
|
|
$
|
14.510
|
|
|
$
|
15.370
|
|
|
$
|
15.210
|
|
|
$
|
14.860
|
|
|
$
|
14.350
|
|
|
$
|
15.330
|
|
|
|
|
|
|
|
|
|
|
Income (Loss) From Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income(1)
|
|
$
|
0.434
|
|
|
$
|
0.987
|
|
|
$
|
0.885
|
|
|
$
|
0.898
|
|
|
$
|
0.963
|
|
|
$
|
0.943
|
|
|
|
|
|
|
|
|
|
|
Net realized and unrealized gain (loss)
|
|
|
(2.243
|
)
|
|
|
(0.796
|
)
|
|
|
0.153
|
|
|
|
0.359
|
|
|
|
0.459
|
|
|
|
(0.979
|
)
|
|
|
|
|
|
|
|
|
|
Distributions to preferred shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From net investment income(1)
|
|
|
(0.026
|
)
|
|
|
(0.072
|
)
|
|
|
(0.066
|
)
|
|
|
(0.034
|
)
|
|
|
(0.019
|
)
|
|
|
(0.006
|
)
|
|
|
|
|
|
|
|
|
|
Discount on redemption and repurchase of auction preferred shares(1)
|
|
|
—
|
|
|
|
—
|
|
|
|
0.044
|
|
|
|
—
|
|
|
|
0.048
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Total income (loss) from operations
|
|
$
|
(1.835
|
)
|
|
$
|
0.119
|
|
|
$
|
1.016
|
|
|
$
|
1.223
|
|
|
$
|
1.451
|
|
|
$
|
(0.042
|
)
|
|
|
|
|
|
|
|
|
|
Less Distributions to Common Shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From net investment income
|
|
$
|
(0.535
|
)
|
|
$
|
(0.979
|
)
|
|
$
|
(0.856
|
)
|
|
$
|
(0.873
|
)
|
|
$
|
(0.941
|
)
|
|
$
|
(0.938
|
)
|
|
|
|
|
|
|
|
|
|
Total distributions to common shareholders
|
|
$
|
(0.535
|
)
|
|
$
|
(0.979
|
)
|
|
$
|
(0.856
|
)
|
|
$
|
(0.873
|
)
|
|
$
|
(0.941
|
)
|
|
$
|
(0.938
|
)
|
|
|
|
|
|
|
|
|
|
Net asset value — End of period (Common shares)
|
|
$
|
12.140
|
|
|
$
|
14.510
|
|
|
$
|
15.370
|
|
|
$
|
15.210
|
|
|
$
|
14.860
|
|
|
$
|
14.350
|
|
|
|
|
|
|
|
|
|
|
Market value — End of period (Common shares)
|
|
$
|
10.390
|
|
|
$
|
12.910
|
|
|
$
|
13.430
|
|
|
$
|
14.550
|
|
|
$
|
14.150
|
|
|
$
|
12.970
|
|
|
|
|
|
|
|
|
|
|
Total Investment Return on Net Asset Value(2)
|
|
|
(12.63
|
)%(3)
|
|
|
1.69
|
%
|
|
|
7.25
|
%(4)
|
|
|
8.54
|
%
|
|
|
11.31
|
%(5)
|
|
|
0.15
|
%
|
|
|
|
|
|
|
|
|
|
Total Investment Return on Market Value(2)
|
|
|
(15.96
|
)%(3)
|
|
|
3.55
|
%
|
|
|
(2.04
|
)%
|
|
|
9.04
|
%
|
|
|
17.27
|
%
|
|
|
(1.24
|
)%
|
|
|
|
|
|
|
|
|
|
34
|
|
See Notes to Financial Statements.
|
Eaton Vance
Senior Floating-Rate Trust
April 30, 2020
Financial Highlights — continued
Selected data for a common share outstanding during the
periods stated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
April 30, 2020
(Unaudited)
|
|
|
Year Ended October 31,
|
|
|
Ratios/Supplemental Data
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
Net assets applicable to common shares, end of period (000’s omitted)
|
|
$
|
447,413
|
|
|
$
|
534,714
|
|
|
$
|
566,490
|
|
|
$
|
560,431
|
|
|
$
|
547,620
|
|
|
$
|
528,561
|
|
|
|
|
|
|
|
|
|
|
Ratios (as a percentage of average daily net assets applicable to common shares):(6)†
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses excluding interest and fees(7)
|
|
|
1.32
|
%(8)
|
|
|
1.28
|
%
|
|
|
1.31
|
%
|
|
|
1.34
|
%
|
|
|
1.38
|
%
|
|
|
1.39
|
%
|
|
|
|
|
|
|
|
|
|
Interest and fee expense(9)
|
|
|
1.04
|
%(8)
|
|
|
1.40
|
%
|
|
|
1.06
|
%
|
|
|
0.75
|
%
|
|
|
0.49
|
%
|
|
|
0.42
|
%
|
|
|
|
|
|
|
|
|
|
Total expenses(7)
|
|
|
2.36
|
%(8)
|
|
|
2.68
|
%
|
|
|
2.37
|
%
|
|
|
2.09
|
%
|
|
|
1.87
|
%
|
|
|
1.81
|
%
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
6.31
|
%(8)
|
|
|
6.64
|
%
|
|
|
5.78
|
%
|
|
|
5.93
|
%
|
|
|
6.84
|
%
|
|
|
6.27
|
%
|
|
|
|
|
|
|
|
|
|
Portfolio Turnover
|
|
|
15
|
%(3)
|
|
|
28
|
%
|
|
|
32
|
%
|
|
|
42
|
%
|
|
|
35
|
%
|
|
|
32
|
%
|
|
|
|
|
|
|
|
|
|
Senior Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total notes payable outstanding (in 000’s)
|
|
$
|
180,000
|
|
|
$
|
218,000
|
|
|
$
|
222,000
|
|
|
$
|
199,000
|
|
|
$
|
198,000
|
|
|
$
|
208,000
|
|
|
|
|
|
|
|
|
|
|
Asset coverage per $1,000 of notes payable(10)
|
|
$
|
3,907
|
|
|
$
|
3,801
|
|
|
$
|
3,893
|
|
|
$
|
4,298
|
|
|
$
|
4,250
|
|
|
$
|
4,172
|
|
|
|
|
|
|
|
|
|
|
Total preferred shares outstanding
|
|
|
3,032
|
|
|
|
3,032
|
|
|
|
3,032
|
|
|
|
3,836
|
|
|
|
3,836
|
|
|
|
5,252
|
|
|
|
|
|
|
|
|
|
|
Asset coverage per preferred share(11)
|
|
$
|
68,733
|
|
|
$
|
70,501
|
|
|
$
|
72,558
|
|
|
$
|
72,511
|
|
|
$
|
71,584
|
|
|
$
|
63,946
|
|
|
|
|
|
|
|
|
|
|
Involuntary liquidation preference per preferred
share(12)
|
|
$
|
25,000
|
|
|
$
|
25,000
|
|
|
$
|
25,000
|
|
|
$
|
25,000
|
|
|
$
|
25,000
|
|
|
$
|
25,000
|
|
|
|
|
|
|
|
|
|
|
Approximate market value per preferred share(12)
|
|
$
|
25,000
|
|
|
$
|
25,000
|
|
|
$
|
25,000
|
|
|
$
|
25,000
|
|
|
$
|
25,000
|
|
|
$
|
25,000
|
|
|
(1)
|
Computed using average shares outstanding.
|
|
(2)
|
Returns are historical and are calculated by determining the percentage change in net asset value or market value with all distributions reinvested.
Distributions are assumed to be reinvested at prices obtained under the Trust’s dividend reinvestment plan.
|
|
(4)
|
The total return based on net asset value reflects the impact of the tender and repurchase by the Trust of a portion of its APS at 92% of the per share
liquidation preference. Absent this transaction, the total return based on net asset value would have been 6.94%.
|
|
(5)
|
The total return based on net asset value reflects the impact of the tender and repurchase by the Trust of a portion of its APS at 95% of the per share
liquidation preference. Absent this transaction, the total return based on net asset value would have been 10.95%.
|
|
(6)
|
Ratios do not reflect the effect of dividend payments to preferred shareholders.
|
|
(7)
|
Excludes the effect of custody fee credits, if any, of less than 0.005%. Effective September 1, 2015, custody fee credits, which were earned on cash deposit
balances, were discontinued by the custodian.
|
|
(9)
|
Interest and fee expense relates to the notes payable incurred to partially redeem the Trust’s APS (see Note 9).
|
|
(10)
|
Calculated by subtracting the Trust’s total liabilities (not including the notes payable and preferred shares) from the Trust’s total assets, and
dividing the result by the notes payable balance in thousands.
|
|
(11)
|
Calculated by subtracting the Trust’s total liabilities (not including the notes payable and preferred shares) from the Trust’s total assets, dividing
the result by the sum of the value of the notes payable and liquidation value of the preferred shares, and multiplying the result by the liquidation value of one preferred share. Such amount equates to 275%, 282%, 290%, 290%, 286% and 256% at
April 30, 2020 and October 31, 2019, 2018, 2017, 2016 and 2015, respectively.
|
|
(12)
|
Plus accumulated and unpaid dividends.
|
|
†
|
Ratios based on net assets applicable to common shares plus preferred shares and borrowings are presented below. Ratios do not reflect the effect of
dividend payments to preferred shareholders and exclude the effect of custody fee credits, if any. Ratios for periods less than one year are annualized.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
April 30, 2020
(Unaudited)
|
|
|
Year Ended October 31,
|
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
Expenses excluding interest and fees
|
|
|
0.85
|
%
|
|
|
0.82
|
%
|
|
|
0.85
|
%
|
|
|
0.87
|
%
|
|
|
0.88
|
%
|
|
|
0.86
|
%
|
|
|
|
|
|
|
|
|
|
Interest and fee expense
|
|
|
0.66
|
%
|
|
|
0.91
|
%
|
|
|
0.69
|
%
|
|
|
0.49
|
%
|
|
|
0.31
|
%
|
|
|
0.26
|
%
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
1.51
|
%
|
|
|
1.73
|
%
|
|
|
1.54
|
%
|
|
|
1.36
|
%
|
|
|
1.19
|
%
|
|
|
1.12
|
%
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
4.04
|
%
|
|
|
4.29
|
%
|
|
|
3.76
|
%
|
|
|
3.85
|
%
|
|
|
4.34
|
%
|
|
|
3.90
|
%
|
|
|
|
|
|
|
|
|
|
35
|
|
See Notes to Financial Statements.
|
Eaton Vance
Senior Floating-Rate Trust
April 30, 2020
Notes to Financial Statements (Unaudited)
1 Significant Accounting Policies
Eaton Vance Senior Floating-Rate Trust (the Trust) is a
Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, closed-end management investment company. The Trust’s primary investment objective is to provide a high level of
current income. The Trust may, as a secondary objective, also seek preservation of capital to the extent consistent with its primary objective.
The
following is a summary of significant accounting policies of the Trust. The policies are in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP). The Trust is an investment company and follows
accounting and reporting guidance in the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946.
A Investment Valuation — The following methodologies are used to determine the
market value or fair value of investments.
Senior Floating-Rate Loans. Interests in senior floating-rate loans (Senior Loans) for which reliable
market quotations are readily available are valued generally at the average mean of bid and ask quotations obtained from a third party pricing service. Other Senior Loans are valued at fair value by the investment adviser under procedures approved
by the Trustees. In fair valuing a Senior Loan, the investment adviser utilizes one or more of the valuation techniques described in (i) through (iii) below to assess the likelihood that the borrower will make a full repayment of the loan
underlying such Senior Loan relative to yields on other Senior Loans issued by companies of comparable credit quality. If the investment adviser believes that there is a reasonable likelihood of full repayment, the investment adviser will determine
fair value using a matrix pricing approach that considers the yield on the Senior Loan. If the investment adviser believes there is not a reasonable likelihood of full repayment, the investment adviser will determine fair value using analyses that
include, but are not limited to: (i) a comparison of the value of the borrower’s outstanding equity and debt to that of comparable public companies; (ii) a discounted cash flow analysis; or (iii) when the investment adviser
believes it is likely that a borrower will be liquidated or sold, an analysis of the terms of such liquidation or sale. In certain cases, the investment adviser will use a combination of analytical methods to determine fair value, such as when only
a portion of a borrower’s assets are likely to be sold. In conducting its assessment and analyses for purposes of determining fair value of a Senior Loan, the investment adviser will use its discretion and judgment in considering and appraising
relevant factors. Fair value determinations are made by the portfolio managers of the Trust based on information available to such managers. The portfolio managers of other funds managed by the investment adviser that invest in Senior Loans may not
possess the same information about a Senior Loan borrower as the portfolio managers of the Trust. At times, the fair value of a Senior Loan determined by the portfolio managers of other funds managed by the investment adviser that invest in Senior
Loans may vary from the fair value of the same Senior Loan determined by the portfolio managers of the Trust. The fair value of each Senior Loan is periodically reviewed and approved by the investment adviser’s Valuation Committee and by the
Trustees based upon procedures approved by the Trustees. Junior Loans (i.e., subordinated loans and second lien loans) are valued in the same manner as Senior Loans.
Debt Obligations. Debt obligations are generally valued on the basis of valuations provided by third party pricing services, as derived from such services’ pricing models. Inputs to the models may
include, but are not limited to, reported trades, executable bid and ask prices, broker/dealer quotations, prices or yields of securities with similar characteristics, interest rates, anticipated prepayments, benchmark curves or information
pertaining to the issuer, as well as industry and economic events. The pricing services may use a matrix approach, which considers information regarding securities with similar characteristics to determine the valuation for a security. Short-term
debt obligations purchased with a remaining maturity of sixty days or less for which a valuation from a third party pricing service is not readily available may be valued at amortized cost, which approximates fair value.
Equity Securities. Equity securities listed on a U.S. securities exchange generally are valued at the last sale or closing price on the day of valuation or,
if no sales took place on such date, at the mean between the closing bid and ask prices on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the
NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and ask prices or, in the case of preferred equity securities
that are not listed or traded in the over-the-counter market, by a third party pricing service that uses various techniques that consider factors including, but not limited to, prices or yields of securities with similar characteristics, benchmark
yields, broker/dealer quotes, quotes of underlying common stock, issuer spreads, as well as industry and economic events.
Derivatives. Forward
foreign currency exchange contracts are generally valued at the mean of the average bid and average ask prices that are reported by currency dealers to a third party pricing service at the valuation time. Such third party pricing service valuations
are supplied for specific settlement periods and the Trust’s forward foreign currency exchange contracts are valued at an interpolated rate between the closest preceding and subsequent settlement period reported by the third party pricing
service.
Foreign Securities and Currencies. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate
quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads.
Affiliated Fund. The Trust may invest in Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund), an affiliated investment company managed by Eaton Vance
Management (EVM). While Cash Reserves Fund is not a registered money market mutual fund, it conducts all of its investment activities in accordance with the requirements of Rule 2a-7 under the 1940 Act. Investments in Cash Reserves Fund are valued
at the closing net asset value per unit on the valuation day. Cash Reserves Fund generally values its investment securities based on available market quotations provided by a third party pricing service.
Fair Valuation. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using
methods determined in good faith by or at the direction of the Trustees of the Trust in a manner that most fairly reflects the security’s “fair value”, which is the amount that the Trust might reasonably expect to receive for the
security upon its current sale in the ordinary course. Each such determination is based
Eaton Vance
Senior Floating-Rate Trust
April 30, 2020
Notes to Financial Statements (Unaudited) — continued
on a consideration of relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual
restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies or entities, quotations or relevant information obtained from broker/dealers or other market
participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s or entity’s financial statements, and an evaluation of the forces that
influence the issuer and the market(s) in which the security is purchased and sold.
B Investment Transactions — Investment transactions for financial statement purposes are accounted for on a trade date basis. Realized gains and losses on investments sold are determined on the basis of identified cost.
C Income — Interest income is recorded on the basis of interest accrued, adjusted
for amortization of premium or accretion of discount. Fees associated with loan amendments are recognized immediately. Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. Distributions from
investment companies are recorded as dividend income, capital gains or return of capital based on the nature of the distribution.
D Federal Taxes — The Trust’s policy is to comply with the provisions of the
Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision
for federal income or excise tax is necessary.
As of April 30, 2020, the Trust had no uncertain tax positions that would require financial
statement recognition, de-recognition, or disclosure. The Trust files a U.S. federal income tax return annually after its fiscal year-end, which is subject to examination by the Internal Revenue Service for a period of three years from the date of
filing.
E Foreign Currency Translation — Investment valuations, other
assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in
foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange
rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately
disclosed.
F Unfunded Loan Commitments — The Trust may enter into
certain loan agreements all or a portion of which may be unfunded. The Trust is obligated to fund these commitments at the borrower’s discretion. These commitments are disclosed in the accompanying Portfolio of Investments. At April 30,
2020, the Trust had sufficient cash and/or securities to cover these commitments.
G Use of Estimates — The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.
H Indemnifications — Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain
liabilities and expenses arising out of the performance of their duties to the Trust. Under Massachusetts law, if certain conditions prevail, shareholders of a Massachusetts business trust (such as the Trust) could be deemed to have personal
liability for the obligations of the Trust. However, the Trust’s Declaration of Trust contains an express disclaimer of liability on the part of Trust shareholders and the By-laws provide that the Trust shall assume, upon request by the
shareholder, the defense on behalf of any Fund shareholders. Moreover, the By-laws also provide for indemnification out of Fund property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or
expense arising from such liability. Additionally, in the normal course of business, the Trust enters into agreements with service providers that may contain indemnification clauses. The Trust’s maximum exposure under these arrangements is
unknown as this would involve future claims that may be made against the Trust that have not yet occurred.
I Forward Foreign
Currency Exchange Contracts — The Trust may enter into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. The
forward foreign currency exchange contracts are adjusted by the daily exchange rate of the underlying currency and any gains or losses are recorded as unrealized until such time as the contracts have been closed. Risks may arise upon entering these
contracts from the potential inability of counterparties to meet the terms of their contracts and from movements in the value of a foreign currency relative to the U.S. dollar.
J Interim Financial Statements — The interim financial statements relating to April 30, 2020 and for the six months then ended
have not been audited by an independent registered public accounting firm, but in the opinion of the Trust’s management, reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the
financial statements.
2 Auction Preferred Shares
The Trust issued Auction Preferred Shares (APS) on January 26, 2004 in a public offering. Dividends on the APS, which accrue daily, are cumulative at rates which are reset weekly for Series A and Series B, and
approximately monthly for Series C and Series D by an auction, unless a special dividend period has been set. Series of APS are identical in all respects except for the reset dates of the dividend rates. If the APS auctions do not successfully
clear, the dividend payment rate over the next period for the APS holders is set at a specified maximum applicable rate until such time as the APS auctions are
Eaton Vance
Senior Floating-Rate Trust
April 30, 2020
Notes to Financial Statements (Unaudited) — continued
successful. Auctions have not cleared since February 13, 2008 and the rate since that date has been the maximum applicable rate (see Note 3). The maximum applicable rate on the APS is 150% of the
“AA” Financial Composite Commercial Paper Rate at the date of the auction. The stated spread over the reference benchmark rate is determined based on the credit rating of the APS.
The number of APS issued and outstanding at April 30, 2020 are as follows:
|
|
|
|
|
|
|
|
|
APS Issued and
Outstanding
|
|
|
|
|
|
Series A
|
|
|
739
|
|
|
|
|
|
Series B
|
|
|
763
|
|
|
|
|
|
Series C
|
|
|
738
|
|
|
|
|
|
Series D
|
|
|
792
|
|
The APS are redeemable at the option of the Trust at a redemption price equal to $25,000 per share, plus accumulated and unpaid
dividends, on any dividend payment date. The APS are also subject to mandatory redemption at a redemption price equal to $25,000 per share, plus accumulated and unpaid dividends, if the Trust is in default for an extended period on its asset
maintenance requirements with respect to the APS. If the dividends on the APS remain unpaid in an amount equal to two full years’ dividends, the holders of the APS as a class have the right to elect a majority of the Board of Trustees. In
general, the holders of the APS and the common shares have equal voting rights of one vote per share, except that the holders of the APS, as a separate class, have the right to elect at least two members of the Board of Trustees. The APS have a
liquidation preference of $25,000 per share, plus accumulated and unpaid dividends. The Trust is required to maintain certain asset coverage with respect to the APS as defined in the Trust’s By-Laws and the 1940 Act. The Trust pays an annual
fee up to 0.15% of the liquidation value of the APS to broker/dealers as a service fee if the auctions are unsuccessful; otherwise, the annual fee is 0.25%.
There were no transactions in APS during the six months ended April 30, 2020 and the year ended October 31, 2019.
3 Distributions to Shareholders and Income Tax Information
The Trust intends to make
monthly distributions of net investment income to common shareholders, after payment of any dividends on any outstanding APS. In addition, at least annually, the Trust intends to distribute all or substantially all of its net realized capital gains.
Distributions to common shareholders are recorded on the ex-dividend date. Distributions to preferred shareholders are recorded daily and are payable at the end of each dividend period. The dividend rates for the APS at April 30, 2020, and the
amount of dividends accrued (including capital gains, if any) to APS shareholders, average APS dividend rates (annualized), and dividend rate ranges for the six months then ended were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
APS Dividend
Rates at
April 30, 2020
|
|
|
Dividends
Accrued to APS
Shareholders
|
|
|
Average APS
Dividend
Rates
|
|
|
Dividend
Rate
Ranges (%)
|
|
|
|
|
|
|
|
|
Series A
|
|
|
0.12
|
%
|
|
$
|
232,002
|
|
|
|
2.53
|
%
|
|
|
0.12–3.32
|
|
|
|
|
|
|
|
|
Series B
|
|
|
0.12
|
|
|
|
239,536
|
|
|
|
2.53
|
|
|
|
0.12–3.32
|
|
|
|
|
|
|
|
|
Series C
|
|
|
3.32
|
|
|
|
226,114
|
|
|
|
2.46
|
|
|
|
1.50–3.32
|
|
|
|
|
|
|
|
|
Series D
|
|
|
3.32
|
|
|
|
244,615
|
|
|
|
2.48
|
|
|
|
1.64–3.32
|
|
Beginning February 13, 2008 and consistent with the patterns in the broader market for auction-rate securities, the
Trust’s APS auctions were unsuccessful in clearing due to an imbalance of sell orders over bids to buy the APS. As a result, the dividend rates of the APS were reset to the maximum applicable rates. The table above reflects such maximum
dividend rate for each series as of April 30, 2020.
Distributions to shareholders are determined in accordance with income tax regulations, which
may differ from U.S. GAAP. As required by U.S. GAAP, only distributions in excess of tax basis earnings and profits are reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to
distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.
At October 31, 2019, the Trust, for federal income tax purposes, had deferred capital losses of $4,704,574 which would reduce its taxable income arising from future net realized gains on investment
transactions, if any, to the extent permitted by the Internal Revenue Code, and thus would reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Trust of any liability for federal income or excise tax.
The deferred capital losses are treated as arising on the first day of the Trust’s next taxable year and retain the same short-term or long-term character as when originally deferred. Of the deferred capital losses at October 31, 2019,
$4,561,042 are long-term and $143,532 are short-term.
Eaton Vance
Senior Floating-Rate Trust
April 30, 2020
Notes to Financial Statements (Unaudited) — continued
The cost and unrealized appreciation (depreciation) of investments, including open derivative contracts, of the Trust at April 30, 2020, as determined on a federal income tax basis, were as follows:
|
|
|
|
|
|
|
|
|
|
Aggregate cost
|
|
$
|
814,508,252
|
|
|
|
|
|
Gross unrealized appreciation
|
|
$
|
3,337,198
|
|
|
|
|
|
Gross unrealized depreciation
|
|
|
(108,506,266
|
)
|
|
|
|
|
Net unrealized depreciation
|
|
$
|
(105,169,068
|
)
|
4 Investment Adviser Fee and Other Transactions with Affiliates
The investment adviser fee is earned by EVM as compensation for management and investment advisory services rendered to the Trust. The fee is computed at an annual
rate of 0.75% of the Trust’s average daily gross assets and is payable monthly. Gross assets as referred to herein represent net assets plus obligations attributable to investment leverage. For the six months ended April 30, 2020, the
Trust’s investment adviser fee amounted to $2,972,843. The Trust invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. EVM also serves as administrator of the Trust,
but receives no compensation.
Trustees and officers of the Trust who are members of EVM’s organization receive remuneration for their services to
the Trust out of the investment adviser fee. Trustees of the Trust who are not affiliated with EVM may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For
the six months ended April 30, 2020, no significant amounts have been deferred. Certain officers and Trustees of the Trust are officers of EVM.
5 Purchases and Sales of Investments
Purchases and sales of investments, other than
short-term obligations, and including maturities, paydowns and principal repayments on Senior Loans, aggregated $121,752,237 and $161,606,482, respectively, for the six months ended April 30, 2020.
6 Common Shares of Beneficial Interest and Shelf Offering
The Trust may issue common shares pursuant to its dividend reinvestment plan. There were no common shares issued by the Trust for the six months ended April 30, 2020 and the year ended October 31, 2019.
Pursuant to a registration statement filed with the SEC, the Trust is authorized to issue up to an additional 4,084,905 common shares through an equity
shelf offering program (the “shelf offering”). Under the shelf offering, the Trust, subject to market conditions, may raise additional capital from time to time and in varying amounts and offering methods at a net price at or above the
Trust’s net asset value per common share. During the six months ended April 30, 2020 and the year ended October 31, 2019, there were no shares sold by the Trust pursuant to its shelf offering.
In November 2013, the Board of Trustees initially approved a share repurchase program for the Fund. Pursuant to the reauthorization of the share repurchase program
by the Board of Trustees in March 2019, the Fund is authorized to repurchase up to 10% of its common shares outstanding as of the last day of the prior calendar year at market prices when shares are trading at a discount to net asset value. The
share repurchase program does not obligate the Trust to purchase a specific amount of shares. There were no repurchases of common shares by the Trust for the six months ended April 30, 2020 and the year ended October 31, 2019.
Eaton Vance
Senior Floating-Rate Trust
April 30, 2020
Notes to Financial Statements (Unaudited) — continued
7 Restricted Securities
At April 30, 2020, the Trust owned the following securities
(representing 0.00% of net assets applicable to common shares) which were restricted as to public resale and not registered under the Securities Act of 1933 (excluding Rule 144A securities). The Trust has various registration rights (exercisable
under a variety of circumstances) with respect to these securities. The value of these securities is determined based on valuations provided by brokers when available, or if not available, they are valued at fair value using methods determined in
good faith by or at the direction of the Trustees.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description
|
|
Date of
Acquisition
|
|
|
Shares
|
|
|
Cost
|
|
|
Value
|
|
|
|
|
|
|
|
|
Common Stocks
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Point Energy Holdings, Inc.
|
|
|
7/15/14
|
|
|
|
758
|
|
|
$
|
34,721
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
Convertible Preferred Stocks
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Point Energy Holdings, Inc., Series A, 12.00%
|
|
|
5/26/17
|
|
|
|
14
|
|
|
$
|
14,000
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
Total Restricted Securities
|
|
|
|
|
|
|
|
|
|
$
|
48,721
|
|
|
$
|
0
|
|
8 Financial Instruments
The Trust may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include forward foreign currency exchange contracts and may
involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Trust has in particular classes of financial
instruments and do not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered. A summary of
obligations under these financial instruments at April 30, 2020 is included in the Portfolio of Investments. At April 30, 2020, the Trust had sufficient cash and/or securities to cover commitments under these contracts.
The Trust is subject to foreign exchange risk in the normal course of pursuing its investment objectives. Because the Trust holds foreign currency denominated
investments, the value of these investments and related receivables and payables may change due to future changes in foreign currency exchange rates. To hedge against this risk, the Trust enters into forward foreign currency exchange contracts.
The Trust enters into forward foreign currency exchange contracts that may contain provisions whereby the counterparty may terminate the contract under
certain conditions, including but not limited to a decline in the Trust’s net assets below a certain level over a certain period of time, which would trigger a payment by the Trust for those derivatives in a liability position. At
April 30, 2020, the fair value of derivatives with credit-related contingent features in a net liability position was $205,521. At April 30, 2020 there were no assets pledged by the Trust for such liability.
The over-the-counter (OTC) derivatives in which the Trust invests are subject to the risk that the counterparty to the contract fails to perform its obligations
under the contract. To mitigate this risk, the Trust has entered into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar agreement with substantially all its derivative
counterparties. An ISDA Master Agreement is a bilateral agreement between the Trust and a counterparty that governs certain OTC derivatives and typically contains, among other things, set-off provisions in the event of a default and/or termination
event as defined under the relevant ISDA Master Agreement. Under an ISDA Master Agreement, the Trust may, under certain circumstances, offset with the counterparty certain derivative financial instruments’ payables and/or receivables with
collateral held and/or posted and create one single net payment. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of default including the bankruptcy or insolvency of the counterparty. However,
bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy or insolvency. Certain ISDA Master Agreements allow counterparties to OTC derivatives to terminate
derivative contracts prior to maturity in the event the Trust’s net assets decline by a stated percentage or the Trust fails to meet the terms of its ISDA Master Agreements, which would cause the counterparty to accelerate payment by the Trust
of any net liability owed to it.
The collateral requirements for derivatives traded under an ISDA Master Agreement are governed by a Credit Support
Annex to the ISDA Master Agreement. Collateral requirements are determined at the close of business each day and are typically based on changes in market values for each transaction under an ISDA Master Agreement and netted into one amount for such
agreement. Generally, the amount of collateral due from or to a counterparty is subject to a minimum transfer threshold amount before a transfer is required, which may vary by counterparty. Collateral pledged for the benefit of the Trust and/or
counterparty is held in segregated accounts by the Trust’s custodian and cannot be sold, re-pledged, assigned or otherwise used while pledged. The portion of such collateral representing cash, if any, is reflected as deposits for derivatives
collateral and, in the case of cash pledged by a counterparty for the benefit of the Trust, a corresponding liability on the Statement of Assets and Liabilities. Securities pledged by the Trust as collateral, if any, are identified as such in the
Portfolio of Investments.
Eaton Vance
Senior Floating-Rate Trust
April 30, 2020
Notes to Financial Statements (Unaudited) — continued
The fair value of open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) and whose primary underlying risk exposure is foreign exchange risk at April 30, 2020
was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value
|
|
|
Derivative
|
|
Asset Derivative(1)
|
|
|
Liability Derivative(2)
|
|
|
|
|
|
|
Forward foreign currency exchange contracts
|
|
$
|
341,638
|
|
|
$
|
(205,521
|
)
|
|
(1)
|
Statement of Assets and Liabilities location: Receivable for open forward foreign currency exchange contracts.
|
|
(2)
|
Statement of Assets and Liabilities location: Payable for open forward foreign currency exchange contracts.
|
The Trust’s derivative assets and liabilities at fair value by type, which are reported gross in the Statement of Assets and Liabilities, are presented in the
table above. The following tables present the Trust’s derivative assets and liabilities by counterparty, net of amounts available for offset under a master netting agreement and net of the related collateral received by the Trust for such
assets and pledged by the Trust for such liabilities as of April 30, 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Counterparty
|
|
Derivative Assets
Subject to
Master Netting
Agreement
|
|
|
Derivatives
Available
for Offset
|
|
|
Non-cash
Collateral
Received(a)
|
|
|
Cash
Collateral
Received(a)
|
|
|
Net Amount
of Derivative
Assets(b)
|
|
|
|
|
|
|
|
|
|
HSBC Bank USA, N.A.
|
|
$
|
309,148
|
|
|
$
|
(4,484
|
)
|
|
$
|
(304,664
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
Standard Chartered Bank
|
|
|
32,490
|
|
|
|
(7,629
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
24,861
|
|
|
|
|
|
|
|
|
|
|
|
$
|
341,638
|
|
|
$
|
(12,113
|
)
|
|
$
|
(304,664
|
)
|
|
$
|
—
|
|
|
$
|
24,861
|
|
|
|
|
|
|
|
|
|
Counterparty
|
|
Derivative Liabilities
Subject to
Master Netting
Agreement
|
|
|
Derivatives
Available
for Offset
|
|
|
Non-cash
Collateral
Pledged(a)
|
|
|
Cash
Collateral
Pledged(a)
|
|
|
Net Amount
of Derivative
Liabilities(c)
|
|
|
|
|
|
|
|
|
|
Citibank, N.A.
|
|
$
|
(453
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(453
|
)
|
|
|
|
|
|
|
|
|
Goldman Sachs International
|
|
|
(166,789
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(166,789
|
)
|
|
|
|
|
|
|
|
|
HSBC Bank USA, N.A.
|
|
|
(4,484
|
)
|
|
|
4,484
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
Standard Chartered Bank
|
|
|
(7,629
|
)
|
|
|
7,629
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
State Street Bank and Trust Company
|
|
|
(26,166
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(26,166
|
)
|
|
|
|
|
|
|
|
|
|
|
$
|
(205,521
|
)
|
|
$
|
12,113
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(193,408
|
)
|
|
(a)
|
In some instances, the total collateral received and/or pledged may be more than the amount shown due to overcollateralization.
|
|
(b)
|
Net amount represents the net amount due from the counterparty in the event of default.
|
|
(c)
|
Net amount represents the net amount payable to the counterparty in the event of default.
|
The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations and whose primary
underlying risk exposure is foreign exchange risk for the six months ended April 30, 2020 was as follows:
|
|
|
|
|
|
|
|
|
|
|
Derivative
|
|
Realized Gain (Loss)
on Derivatives Recognized
in Income(1)
|
|
|
Change in Unrealized
Appreciation (Depreciation) on
Derivatives Recognized in
Income(2)
|
|
|
|
|
|
|
Forward foreign currency exchange contracts
|
|
$
|
1,112,715
|
|
|
$
|
600,990
|
|
|
(1)
|
Statement of Operations location: Net realized gain (loss) – Forward foreign currency exchange contracts.
|
|
(2)
|
Statement of Operations location: Change in unrealized appreciation (depreciation) – Forward foreign currency exchange contracts.
|
Eaton Vance
Senior Floating-Rate Trust
April 30, 2020
Notes to Financial Statements (Unaudited) — continued
The average notional amount of forward foreign currency exchange contracts (based on the absolute value of notional amounts of currency purchased and currency sold) outstanding during the six months ended
April 30, 2020, which is indicative of the volume of this derivative type, was approximately $63,986,000.
9 Credit
Agreement
The Trust has entered into a Credit Agreement (the Agreement) with a bank to borrow up to a limit of $255 million pursuant to a 364-day
revolving line of credit. Borrowings under the Agreement are secured by the assets of the Trust. Interest is generally charged at a rate above the London Interbank Offered Rate (LIBOR) and is payable monthly. Under the terms of the Agreement, in
effect through March 16, 2021, the Trust pays a facility fee of 0.15% on the borrowing limit. In connection with the renewal of the Agreement on March 17, 2020, the Trust also paid an upfront fee of $127,500, which is being amortized to
interest expense through March 16, 2021. The unamortized balance at April 30, 2020 is approximately $118,000 and is included in prepaid upfront fees on notes payable on the Statement of Assets and Liabilities. The Trust is required to
maintain certain net asset levels during the term of the Agreement. At April 30, 2020, the Trust had borrowings outstanding under the Agreement of $180,000,000 at an annual interest rate of 1.01%. Based on the short-term nature of the
borrowings under the Agreement and the variable interest rate, the carrying amount of the borrowings at April 30, 2020 approximated its fair value. If measured at fair value, borrowings under the Agreement would have been considered as Level 2
in the fair value hierarchy (see Note 11) at April 30, 2020. For the six months ended April 30, 2020, the average borrowings under the Agreement and the average annual interest rate (excluding fees) were $211,445,055 and 2.23%,
respectively.
10 Investments in Affiliated Funds
At April 30, 2020, the value of the Trust’s investment in affiliated funds was $4,579,377, which represents 1.0% of the Trust’s net assets applicable to common shares. Transactions in affiliated
funds by the Trust for the six months ended April 30, 2020 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of affiliated fund
|
|
Value,
beginning of
period
|
|
|
Purchases
|
|
|
Sales proceeds
|
|
|
Net
realized
gain (loss)
|
|
|
Change in
unrealized
appreciation
(depreciation)
|
|
|
Value, end
of period
|
|
|
Dividend
income
|
|
|
Units, end
of period
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance Cash Reserves Fund, LLC
|
|
$
|
12,482,152
|
|
|
$
|
125,665,309
|
|
|
$
|
(133,570,283
|
)
|
|
$
|
2,074
|
|
|
$
|
125
|
|
|
$
|
4,579,377
|
|
|
$
|
88,394
|
|
|
|
4,579,377
|
|
11 Fair Value Measurements
Under generally accepted accounting principles for fair value measurements, a three-tier hierarchy to prioritize the assumptions, referred to as inputs, is used in valuation techniques to measure fair value. The
three-tier hierarchy of inputs is summarized in the three broad levels listed below.
|
•
|
|
Level 1 – quoted prices in active markets for identical investments
|
|
•
|
|
Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
|
|
•
|
|
Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)
|
In cases where the inputs used to measure fair value fall in different levels of the fair value hierarchy, the level disclosed is
determined based on the lowest level input that is significant to the fair value measurement in its entirety. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those
securities.
Eaton Vance
Senior Floating-Rate Trust
April 30, 2020
Notes to Financial Statements (Unaudited) — continued
At April 30, 2020, the hierarchy of inputs used in valuing the Trust’s investments and open derivative instruments, which are carried at value, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset Description
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3*
|
|
|
Total
|
|
|
|
|
|
|
|
|
Senior Floating-Rate Loans (Less Unfunded Loan Commitments)
|
|
$
|
—
|
|
|
$
|
641,587,507
|
|
|
$
|
678,456
|
|
|
$
|
642,265,963
|
|
|
|
|
|
|
|
|
Corporate Bonds & Notes
|
|
|
—
|
|
|
|
22,948,809
|
|
|
|
—
|
|
|
|
22,948,809
|
|
|
|
|
|
|
|
|
Asset-Backed Securities
|
|
|
—
|
|
|
|
25,907,218
|
|
|
|
—
|
|
|
|
25,907,218
|
|
|
|
|
|
|
|
|
Common Stocks
|
|
|
784,617
|
|
|
|
1,190,676
|
|
|
|
3,360,632
|
|
|
|
5,335,925
|
|
|
|
|
|
|
|
|
Preferred Stocks
|
|
|
—
|
|
|
|
—
|
|
|
|
256,286
|
|
|
|
256,286
|
|
|
|
|
|
|
|
|
Convertible Preferred Stocks
|
|
|
—
|
|
|
|
—
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
Closed-End Funds
|
|
|
7,894,324
|
|
|
|
—
|
|
|
|
—
|
|
|
|
7,894,324
|
|
|
|
|
|
|
|
|
Miscellaneous
|
|
|
—
|
|
|
|
15,165
|
|
|
|
—
|
|
|
|
15,165
|
|
|
|
|
|
|
|
|
Warrants
|
|
|
—
|
|
|
|
—
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
Short-Term Investments
|
|
|
—
|
|
|
|
4,579,377
|
|
|
|
—
|
|
|
|
4,579,377
|
|
|
|
|
|
|
|
|
Total Investments
|
|
$
|
8,678,941
|
|
|
$
|
696,228,752
|
|
|
$
|
4,295,374
|
|
|
$
|
709,203,067
|
|
|
|
|
|
|
|
|
Forward Foreign Currency Exchange Contracts
|
|
$
|
—
|
|
|
$
|
341,638
|
|
|
$
|
—
|
|
|
$
|
341,638
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
8,678,941
|
|
|
$
|
696,570,390
|
|
|
$
|
4,295,374
|
|
|
$
|
709,544,705
|
|
|
|
|
|
|
|
|
Liability Description
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward Foreign Currency Exchange Contracts
|
|
$
|
—
|
|
|
$
|
(205,521
|
)
|
|
$
|
—
|
|
|
$
|
(205,521
|
)
|
|
|
|
|
|
|
|
Total
|
|
$
|
—
|
|
|
$
|
(205,521
|
)
|
|
$
|
—
|
|
|
$
|
(205,521
|
)
|
|
*
|
None of the unobservable inputs for Level 3 assets, individually or collectively, had a material impact on the Trust.
|
Level 3 investments at the beginning and/or end of the period in relation to net assets were not significant and accordingly, a reconciliation of Level 3 assets for
the six months ended April 30, 2020 is not presented.
12 Risks and Uncertainties
Risks Associated with Foreign Investments
Investing in
securities issued by companies whose principal business activities are outside the United States may involve significant risks not present in domestic investments. For example, there is generally less publicly available information about foreign
companies, particularly those not subject to the disclosure and reporting requirements of the U.S. securities laws. Certain foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards
of practice comparable to those applicable to domestic issuers. Investments in foreign securities also involve the risk of possible adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, limitation on
the removal of funds or other assets of the Trust, political or financial instability or diplomatic and other developments which could affect such investments. Foreign securities markets, while growing in volume and sophistication, are generally not
as developed as those in the United States, and securities of some foreign issuers (particularly those located in developing countries) may be less liquid and more volatile than securities of comparable U.S. companies. In general, there is less
overall governmental supervision and regulation of foreign securities markets, broker/dealers and issuers than in the United States.
Credit Risk
The Trust invests primarily in below investment grade floating-rate loans, which are considered speculative because of the credit risk of their
issuers. Changes in economic conditions or other circumstances are more likely to reduce the capacity of issuers of these securities to make principal and interest payments. Such companies are more likely to default on their payments of interest and
principal owed than issuers of investment grade bonds. An economic downturn generally leads to a higher non-payment rate, and a loan or other debt obligation may lose significant value before a default occurs. Lower rated investments also may be
subject to greater price volatility than higher rated investments. Moreover, the specific collateral used to secure a loan may decline in value or become illiquid, which would adversely affect the loan’s value.
Pandemic Risk
An outbreak of respiratory disease caused by
a novel coronavirus that was first detected in China in December 2019 has spread rapidly internationally. This coronavirus has resulted in closing borders, enhanced health screenings, changes to healthcare service preparation and delivery,
quarantines,
Eaton Vance
Senior Floating-Rate Trust
April 30, 2020
Notes to Financial Statements (Unaudited) — continued
cancellations, disruptions to supply chains and customer activity, as well as general concern and uncertainty. The impact of this outbreak has negatively affected the worldwide economy, as well as the economies of
individual countries and individual companies and can affect the market in general in significant and unforeseen ways. Health crises caused by outbreaks, such as the coronavirus outbreak, may exacerbate other pre-existing political, social and
economic risks and disrupt normal market conditions and operations. The near-term impact of this coronavirus has resulted in substantial market volatility, which may have an adverse effect on the Trust’s investments.
Eaton Vance
Senior Floating-Rate Trust
April 30, 2020
Board of Trustees’ Contract Approval
Overview of the Contract Review Process
The Investment Company Act of 1940, as amended (the
“1940 Act”), provides, in substance, that the investment advisory agreement between a fund and its investment adviser will continue in effect from year-to-year only if its continuation is approved on an annual basis by a vote of the
fund’s board of trustees, including a majority of the trustees who are not “interested persons” of the fund (“independent trustees”), cast in person at a meeting called for the purpose of considering such approval.
At a meeting held on April 22, 2020 (the “April 2020 Meeting”), the Boards of Trustees/Directors comprised of the same individuals
(collectively, the “Board”) that oversees a majority of the registered investment companies advised by Eaton Vance Management or its affiliate, Boston Management and Research (the “Eaton Vance Funds”), including a majority of the
independent trustees (the “Independent Trustees”), voted to approve the continuation of existing investment advisory agreements and sub-advisory agreements1 for
each of the Eaton Vance Funds for an additional one-year period. The Board relied upon the affirmative recommendation of its Contract Review Committee, which is a committee exclusively comprised of Independent Trustees. Prior to making its
recommendation, the Contract Review Committee reviewed information furnished by the adviser and sub-adviser to each of the Eaton Vance Funds (including information specifically requested by the Board) for a series of formal meetings held between
February and April 2020. Members of the Contract Review Committee also considered information received at prior meetings of the Board and its committees, to the extent such information was relevant to the Contract Review Committee’s annual
evaluation of the investment advisory agreements and sub-advisory agreements.
In connection with its evaluation of the investment advisory agreements
and sub-advisory agreements, the Board considered various information relating to the Eaton Vance Funds. This included information applicable to all or groups of Eaton Vance Funds, which is referenced immediately below, and information applicable to
the particular Eaton Vance Fund covered by this report (additional fund-specific information is referenced below under “Results of the Contract Review Process”). (For funds that invest through one or more underlying portfolios, references
to “each fund” in this section may include information that was considered at the portfolio-level.)
Information about Fees, Performance
and Expenses
|
|
•
|
|
A report from an independent data provider comparing advisory and other fees paid by each fund to such fees paid by comparable funds, as identified by the
independent data provider (“comparable funds”);
|
|
|
•
|
|
A report from an independent data provider comparing each fund’s total expense ratio (and its components) to those of comparable funds;
|
|
|
•
|
|
A report from an independent data provider comparing the investment performance of each fund (including, as relevant, total return data, income data, Sharpe
ratios and information ratios) to the investment performance of comparable funds and, as applicable, benchmark indices, over various time periods;
|
|
|
•
|
|
In certain instances, data regarding investment performance relative to customized groups of peer funds and blended indices identified by the adviser in
consultation with the Portfolio Management Committee of the Board;
|
|
|
•
|
|
Comparative information concerning the fees charged and services provided by the adviser and sub-adviser to each fund in managing other accounts (which may
include other mutual funds, collective investment funds and institutional accounts) using investment strategies and techniques similar to those used in managing such fund(s), if any;
|
|
|
•
|
|
Profitability analyses with respect to the adviser and sub-adviser to each of the funds;
|
Information about Portfolio Management and Trading
|
|
•
|
|
Descriptions of the investment management services provided to each fund, as well as each of the funds’ investment strategies and policies;
|
|
|
•
|
|
The procedures and processes used to determine the fair value of fund assets, when necessary, and actions taken to monitor and test the effectiveness of such
procedures and processes;
|
|
|
•
|
|
Information about the policies and practices of each fund’s adviser and sub-adviser (in the context of a sub-adviser, only those with trading
responsibilities) with respect to trading, including their processes for seeking best execution of portfolio transactions;
|
|
|
•
|
|
Information about the allocation of brokerage transactions and the benefits, if any, received by the adviser and sub-adviser (in the context of a sub-adviser,
only those with trading responsibilities) to each fund as a result of brokerage allocation, including, as applicable, information concerning the acquisition of research through client commission arrangements and policies with respect to “soft
dollars”;
|
|
|
•
|
|
Data relating to the portfolio turnover rate of each fund;
|
Information about each Adviser and Sub-adviser
|
|
•
|
|
Reports detailing the financial results and condition of the adviser and sub-adviser to each fund;
|
|
|
•
|
|
Information regarding the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and, for
portfolio managers and certain other investment professionals, information relating to their responsibilities with respect to managing other mutual funds and investment accounts, as applicable;
|
|
1
|
Not all Eaton Vance Funds have entered into a sub-advisory agreement with a sub-adviser. Accordingly, references to “sub-adviser” or
“sub-advisory agreement” in this “Overview” section may not be applicable to the particular Eaton Vance Fund covered by this report.
|
Eaton Vance
Senior Floating-Rate Trust
April 30, 2020
Board of Trustees’ Contract Approval — continued
|
|
•
|
|
The Code of Ethics of the adviser and its affiliates and the sub-adviser of each fund, together with information relating to compliance with, and the
administration of, such codes;
|
|
|
•
|
|
Policies and procedures relating to proxy voting and the handling of corporate actions and class actions;
|
|
|
•
|
|
Information concerning the resources devoted to compliance efforts undertaken by the adviser and its affiliates and the sub-adviser of each fund, if any,
including descriptions of their various compliance programs and their record of compliance;
|
|
|
•
|
|
Information concerning the business continuity and disaster recovery plans of the adviser and its affiliates and the sub-adviser of each fund, if any;
|
|
|
•
|
|
A description of Eaton Vance Management’s and Boston Management and Research’s oversight of sub-advisers, including with respect to regulatory and
compliance issues, investment management and other matters;
|
Other Relevant Information
|
|
•
|
|
Information concerning the nature, cost and character of the administrative and other non-investment advisory services provided by Eaton Vance Management and its
affiliates;
|
|
|
•
|
|
Information concerning oversight of the relationship with the custodian, subcustodians and fund accountants by the adviser and/or administrator to each of the
funds;
|
|
|
•
|
|
For an Eaton Vance Fund structured as an exchange-listed closed-end fund, information concerning the benefits of the closed-end fund structure, as well as, where
relevant, the closed-end fund’s market prices, trading volume data, distribution rates and other relevant matters; and
|
|
|
•
|
|
The terms of each investment advisory agreement and sub-advisory agreement.
|
During the various meetings of the Board and its committees throughout the twelve months ended April 2020, the Trustees received information from portfolio managers and other investment professionals of the
advisers and sub-advisers of the funds regarding investment and performance matters, and considered various investment and trading strategies used in pursuing the funds’ investment objectives. The Trustees also received information regarding
risk management techniques employed in connection with the management of the funds. The Board and its committees evaluated issues pertaining to industry and regulatory developments, compliance procedures, fund governance and other issues with
respect to the funds, and received and participated in reports and presentations provided by Eaton Vance Management, Boston Management and Research and fund sub-advisers, with respect to such matters. In addition to the formal meetings of the Board
and its committees, the Independent Trustees held regular teleconferences to discuss, among other topics, matters relating to the continuation of investment advisory agreements and sub-advisory agreements.
The Contract Review Committee was advised throughout the contract review process by Goodwin Procter LLP, independent legal counsel for the Independent Trustees. The
members of the Contract Review Committee, with the advice of such counsel, exercised their own business judgment in determining the material factors to be considered in evaluating each investment advisory agreement and sub-advisory agreement and the
weight to be given to each such factor. The conclusions reached with respect to each investment advisory agreement and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor.
Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each investment advisory agreement and sub-advisory agreement. In evaluating each investment
advisory agreement and sub-advisory agreement, including the fee structures and other terms contained in such agreements, the members of the Contract Review Committee were also informed by multiple years of analysis and discussion with the adviser
and sub-adviser to each of the Eaton Vance Funds.
In voting its approval of the continuation of existing investment advisory agreements and
sub-advisory agreements at the April 2020 Meeting, the Board relied on an order issued by the Securities and Exchange Commission on March 25, 2020, which provided temporary relief from the in-person voting requirements under Section 15 of
the 1940 Act in response to the impacts of the COVID-19 pandemic.
Results of the Contract Review Process
Based on its consideration of the foregoing, and such other information it deemed relevant, including the factors and conclusions described below, the Contract
Review Committee concluded that the continuation of the investment advisory agreement between Eaton Vance Senior Floating-Rate Trust (the “Fund”) and Eaton Vance Management (the “Adviser”), including its fee structure, is in the
interests of shareholders and, therefore, recommended to the Board approval of the agreement. Based on the recommendation of the Contract Review Committee, the Board, including a majority of the Independent Trustees, voted to approve continuation of
the investment advisory agreement for the Fund.
Nature, Extent and Quality of Services
In considering whether to approve the investment advisory agreement for the Fund, the Board evaluated the nature, extent and quality of services provided to the
Fund by the Adviser.
The Board considered the Adviser’s management capabilities and investment processes in light of the types of investments held
by the Fund, including the education, experience and number of investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Fund, including recent changes to such personnel. In
particular, the Board considered the abilities and experience of the Adviser’s investment professionals in analyzing special considerations relevant to investing in senior floating rate loans. The Board considered the Adviser’s large
Eaton Vance
Senior Floating-Rate Trust
April 30, 2020
Board of Trustees’ Contract Approval — continued
group of bank loan investment professionals and other personnel who provide services to the Fund, including portfolio managers and analysts. The Board also took into account the resources dedicated to portfolio
management and other services, the compensation methods of the Adviser and other factors, including the reputation and resources of the Adviser to recruit and retain highly qualified research, advisory and supervisory investment professionals. In
addition, the Board considered the time and attention devoted to the Eaton Vance Funds, including the Fund, by senior management, as well as the infrastructure, operational capabilities and support staff in place to assist in the portfolio
management and operations of the Fund, including the provision of administrative services. The Board also considered the business-related and other risks to which the Adviser or its affiliates may be subject in managing the Fund. The Board
considered the deep experience of the Adviser and its affiliates with managing and operating funds organized as exchange-listed closed-end funds, such as the Fund. In this regard, the Board considered, among other things, the Adviser’s and its
affiliates’ experience with implementing leverage arrangements, monitoring and assessing trading price discounts and premiums and adhering to the requirements of securities exchanges.
The Board considered the compliance programs of the Adviser and relevant affiliates thereof. The Board considered compliance and reporting matters regarding, among other things, personal trading by investment
professionals, disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also considered the responses of the Adviser and its affiliates to
requests in recent years from regulatory authorities, such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.
The Board considered other administrative services provided or overseen by Eaton Vance Management and its affiliates, including transfer agency and accounting
services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large fund complex offering exposure to a variety of asset classes and investment disciplines.
After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser, taken as a
whole, are appropriate and consistent with the terms of the investment advisory agreement.
Fund Performance
The Board compared the Fund’s investment performance to that of comparable funds identified by an independent data provider (the peer group), as well as an
appropriate benchmark index and a custom peer group of similarly managed funds. The Board’s review included comparative performance data with respect to the Fund for the one-, three-, five- and ten-year periods ended September 30, 2019. In
this regard, the Board noted that the performance of the Fund was higher than the median performance of the Fund’s peer group and custom peer group for the three-year period. The Board also noted that the performance of the Fund was higher than
its benchmark index for the three-year period. The Board concluded that the performance of the Fund was satisfactory.
Management Fees
and Expenses
The Board considered contractual fee rates payable by the Fund for advisory and administrative services (referred to collectively as
“management fees”). As part of its review, the Board considered the Fund’s management fees and total expense ratio for the one-year period ended September 30, 2019, as compared to those of comparable funds, before and after
giving effect to any undertaking to waive fees or reimburse expenses. The Board also received and considered information about the services offered and the fee rates charged by the Adviser to other types of accounts with investment objectives and
strategies that are substantially similar to and/or managed in a similar investment style as the Fund. In this regard, the Board received information about the differences in the nature and scope of services the Adviser provides to the Fund as
compared to other types of accounts and the material differences in compliance, reporting and other legal burdens and risks to the Adviser as between the Fund and other types of accounts. The Board also considered factors that had an impact on the
Fund’s total expense ratio relative to comparable funds.
After considering the foregoing information, and in light of the nature, extent and
quality of the services provided by the Adviser, the Board concluded that the management fees charged for advisory and related services are reasonable.
Profitability and “Fall-Out” Benefits
The Board considered the level of profits realized by
the Adviser and relevant affiliates thereof in providing investment advisory and administrative services to the Fund and to all Eaton Vance Funds as a group. The Board considered the level of profits realized without regard to marketing support or
other payments by the Adviser and its affiliates to third parties in respect of distribution or other services.
The Board concluded that, in light of
the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by the Adviser and its affiliates are deemed not to be excessive.
The Board also considered direct or indirect fall-out benefits received by the Adviser and its affiliates in connection with their respective relationships with the Fund, including the benefits of research services
that may be available to the Adviser as a result of securities transactions effected for the Fund and other investment advisory clients.
Eaton Vance
Senior Floating-Rate Trust
April 30, 2020
Board of Trustees’ Contract Approval — continued
Economies of Scale
In reviewing management fees and profitability, the Board also considered the
extent to which the Adviser and its affiliates, on the one hand, and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund increase. The Board acknowledged the difficulty in accurately
measuring the benefits resulting from economies of scale, if any, with respect to the management of any specific fund or group of funds. The Board reviewed data summarizing the increases and decreases in the assets of the Fund and of all Eaton Vance
Funds as a group over various time periods, and evaluated the extent to which the total expense ratio of the Fund and the profitability of the Adviser and its affiliates may have been affected by such increases or decreases. Based upon the
foregoing, the Board concluded that the Fund currently shares in the benefits from economies of scale, if any, when they are realized by the Adviser. The Board also considered the fact that the Fund is not continuously offered in the same manner as
an open-end fund and that, notwithstanding that the Fund is authorized to issue additional common shares through a shelf offering, the Fund’s assets are not expected to increase materially in the foreseeable future. Accordingly, the Board did
not find that the implementation of breakpoints in the advisory fee schedule is warranted at this time.
Eaton Vance
Senior Floating-Rate Trust
April 30, 2020