UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number

811- 21411

 

Eaton Vance Senior Floating Rate Trust

(Exact name of registrant as specified in charter)

 

The Eaton Vance Building, 255 State Street, Boston, Massachusetts

 

02109

(Address of principal executive offices)

 

(Zip code)

 

Maureen A. Gemma

The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:

(617) 482-8260

 

 

Date of fiscal year end:

October 31

 

 

Date of reporting period:

October 31, 2008

 

 



 

Item 1. Reports to Stockholders

 



Annual Report October 31, 2008

EATON VANCE
SENIOR
FLOATING-RATE
TRUST



IMPORTANT NOTICES REGARDING PRIVACY,
DELIVERY OF SHAREHOLDER DOCUMENTS,
PORTFOLIO HOLDINGS AND PROXY VOTING

Privacy. The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy ("Privacy Policy") with respect to nonpublic personal information about its customers:

•  Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions.

•  None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). In the normal course of servicing a customer's account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker/dealers.

•  Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

•  We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Boston Management and Research, and Eaton Vance Distributors, Inc.

In addition, our Privacy Policy only applies to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer's account (i.e., fund shares) is held in the name of a third-party financial adviser/broker-dealer, it is likely that only such adviser's privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures.

For more information about Eaton Vance's Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents. The Securities and Exchange Commission (the "SEC") permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called "householding" and it helps eliminate duplicate mailings to shareholders.

Eaton Vance, or your financial adviser, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial adviser, otherwise.

If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial adviser.

Your instructions that householding not apply to delivery of your Eaton Vance documents will be effective within 30 days of receipt by Eaton Vance or your financial adviser.

Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio (if applicable) will file a schedule of its portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC's website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC's public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).

Proxy Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds' and Portfolios' Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12 month period ended June 30, without charge, upon request, by calling 1-800-262-1122. This description is also available on the SEC's website at www.sec.gov.




 

Eaton Vance Senior Floating-Rate Trust as of October 31, 2008

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

 

 

Scott H. Page, CFA
Co-Portfolio Manager

 

 

 

 

Peter M. Campo, CFA
Co-Portfolio Manager

 

 

 

 

Craig P. Russ
Co-Portfolio Manager

 

 

Economic and Market Conditions

 

·

During the year ended October 31, 2008, credit markets experienced unprecedented volatility, and the bank loan market was no exception. The subprime crisis of 2007 expanded in 2008 to include nearly all credit instruments, which in turn, caused the world economy to slip into recession. The year was a rollercoaster for the loan market and for the Trust. The total return for the S&P/LSTA Leveraged Loan Index (the Index) through the first nine months of the fiscal year was -2.91%, disappointing, but, given the environment, not especially bad compared to other markets. However, September 2008 brought a series of events that rattled the markets more deeply: the bailouts of Fannie Mae and Freddie Mac, the bankruptcy of Lehman Brothers, the rescue of American International Group, Inc. and a litany of unprecedented steps by the U.S. Treasury and the Federal Reserve to stabilize the credit markets. In the Trust’s fiscal fourth quarter, the Index declined -18.66%, by far its worst quarterly showing ever. The average loan price in the Trust was 71.8% of par at October 31, 2008. Although statistics vary with respect to recovery rates of loans in default, the historical rate has been approximately 70% of par. As such, bank loan prices at year-end were approaching levels that implied near universal default. At year-end, 1.4% of the Trust was in default versus 2.0% for the Index.

 

 

·

While there is little doubt that a recession would bring higher default rates, it is difficult to reconcile recent trading levels with market fundamentals. A range of credit statistics and criteria used to monitor creditworthiness suggested that overall credit quality appeared to be in line with historical patterns. Despite this, bank loans traded below historical recovery levels, thus implying a near 100% default rate. The most compelling, albeit obvious, explanation for the market’s depressed trading level was that there were more sellers of bank loans than buyers. Some selling was forced, especially by hedge funds and structured investment vehicles unable to meet margin requirements. Some selling was voluntary, as redemptions from mutual funds were significant throughout the year. In addition, many hard-pressed banks and investment banks that typically make markets in bank loans were hesitant to own loans, making trading more volatile. Later in the period, there were signs that many institutional investors were attracted to the asset class by record low loan prices. However, selling outweighed buying, pushing loan

 

Management Discussion

 

·

The Trust is a closed-end fund and trades on the New York Stock Exchange under the symbol “EFR”. The Trust’s investment objective is to provide a high level of current income. As a secondary objective, it may also seek preservation of capital to the extent consistent with its primary goal of high current income. Under normal market conditions, the Trust invests at least 80% of its total assets in senior, secured floating-

 

Eaton Vance Senior Floating-Rate Trust

Total Return Performance 10/31/07 - 10/31/08

 

NYSE Symbol

 

EFR

 

At Net Asset Value (NAV)(1)

 

-37.33

%

At Share Price(1)

 

-35.90

%

S&P/LSTA Leveraged Loan Index(2)

 

-21.02

%

 

Premium/Discount to NAV as of 10/31/08

 

-6.97

%

Total Distributions per common share

 

$

1.261

 

Distribution Rate(3)        

At NAV

 

11.54

%

 

At Share Price

 

12.41

%

 

Please refer to page 3 for additional performance information.

 


(1)

Performance results reflect the effects of leverage. (2) It is not possible to invest directly in an Index. The Index’s total return reflects changes in value of the loans constituting the Index and accrual of interest and does not reflect the commissions or expenses that would have been incurred if an investor individually purchased or sold the loans represented in the Index. Unlike the Trust, the Index’s return does not reflect the effect of leverage. (3) The Distribution Rate is based on the Trust’s most recent monthly distribution per share (annualized) divided by the Trust’s NAV or share price at the end of the period. The Trust’s monthly distributions may be comprised of ordinary income, net realized capital gains and return of capital.

 

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or share price (as applicable) with all distributions reinvested. The Trust’s performance at share price will differ from its results at NAV. Although share price performance generally reflects investment results over time, during shorter periods, returns at share price can also be affected by factors such as changing perceptions about the Trust, market conditions, fluctuations in supply and demand for the Trust’s shares, or changes in Trust distributions. Investment return and principal value will fluctuate so that shares, when sold, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Trust’s current performance may be lower or higher than the quoted return. Absent an expense waiver by the investment adviser, returns would be lower. For performance as of the most recent month end, please refer to www.eatonvance.com.

 

Trust shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.

 

1



 

 

rate loans (“senior loans”). In managing the Trust, the investment adviser seeks to invest in a portfolio of senior loans that it believes will be less volatile over time than the general loan market. The Trust may also invest in second lien loans and high yield bonds, and, as discussed below, employs leverage, which may increase risk.

 

 

·

At October 31, 2008, the Trust’s investments included senior loans to 420 borrowers spanning 39 industries, with an average loan size of 0.22% of total investments, and no industry constituting more than 10% of total investments. Healthcare, business equipment and services, leisure goods/activities/movies, chemicals and plastics, and cable and satellite television were the top industry weightings.

 

 

·

The Trust continues to have less than 1% exposure to home builders. The Trust did not have any exposure to subprime or prime mortgage lenders during the fiscal year ended October 31, 2008.

 

 

·

The Trust’s performance for the year ended October 31, 2008 was negatively impacted by the issues affecting the broader market, as discussed in the previous section, “Economic and Market Conditions.” The impact of leverage accounted for the Trust’s underperformance relative to the Index. In addition, the Trust had an investment of approximately 10% in European loans. Loan prices in Europe have underperformed relative to their U.S. counterparts.

 

 

·

As of October 31, 2008, the Trust had outstanding leverage of approximately 45.5% of its total net assets.(1) The Trust’ leverage consists of auction preferred shares issued by the Trust (“APS”) and borrowings under a revolving credit and security agreement with conduit lenders and a bank. Pursuant to applicable law and provisions of the Trust’s governing documents relating to the use of leverage, the Trust may not declare dividends or other distributions on common shares if it does not maintain asset coverage in certain prescribed amounts. As the result of sharp declines in the value of the Trust’s investments in recent months, the Trust sold investments to reduce outstanding leverage and maintain the required asset coverage. During the year ended October 31, 2008, the Trust’s outstanding borrowings were reduced by approximately $108 million for this reason. If credit markets remain volatile, additional actions may be required to maintain the Trust’s asset coverage, including additional sales of investments and possibly a reduction in dividend payment rates. In the event of an improvement in asset coverage, the Trust has the ability to increase borrowings under the revolving credit and security agreement.

 


 

(1)

In the event of a rise in long-term interest rates, the value of the Trust’s investment portfolio could decline, which would reduce the asset coverage for its Auction Preferred Shares and borrowings.

 

The views expressed throughout this report are those of the portfolio managers and are current only through the end of the period of the report as stated on the cover. These views are subject to change at any time based upon market or other conditions, and the investment adviser disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund are based on many factors, may not be relied on as an indication of trading intent on behalf of any Eaton Vance fund. Portfolio information provided in the report may not be representative of the Trust’s current or future investments and may change due to active management.

 

2



 

Eaton Vance Senior Floating-Rate Trust a s of October 31, 2008

FUND PERFORMANCE

 

Trust performance (1)

 

New York Stock Exchange Symbol

 

EFR

 

Average Annual Total Return (by share price, NYSE)

 

 

 

One Year

 

-35.90

%

Life of Trust (11/28/03)

 

-6.38

 

 

 

 

 

Average Annual Total Return (at net asset value)

 

 

 

One Year

 

-37.33

%

Life of Trust (11/28/03)

 

-5.00

 

 


(1) Performance results reflect the effects of leverage.

 

Portfolio Composition

 

Top Ten Holdings(2)

By total investments

 

Sungard Data Systems, Inc.

 

1.1

%

Community Health Systems, Inc.

 

1.0

 

PanAmSat Corp.

 

1.0

 

WMG Acquisition Corp.

 

0.9

 

Georgia-Pacific Corp.

 

0.9

 

Rite Aid Corp.

 

0.9

 

CEVA Group PLC U.S.

 

0.9

 

Graphic Packaging International, Inc.

 

0.8

 

UPC Broadband Holding B.V.

 

0.8

 

HCA, Inc.

 

0.8

 

 


(2) Reflects the Trust’s investments as of 10/31/08. Holdings are shown as a percentage of the Trust’s total investments.

 

Top Five industries(3)

By total investments

 

Healthcare

 

9.6

%

Business Equipment and Services

 

7.0

 

Leisure Goods/Activities/Movies

 

6.6

 

Chemicals and Plastics

 

6.4

 

Cable and Satellite Television

 

5.8

 

 


(3) Reflects the Trust’s investments as of 10/31/08. Industries are shown as a percentage of the Trust’s total investments.

 

Credit Quality Ratings for Total Loan investments(4)

By total loan investments

 

Baa

 

1.3

%

Ba

 

49.3

 

B

 

33.3

 

Caa

 

4.3

 

Non-Rated(5)

 

11.8

 

 


(4)

Credit Quality ratings are those provided by Moody’s Investor Services, Inc., a nationally recognized bond rating service. Reflects the Trust’s total loan investments as of 10/31/08. Although the investment adviser considers ratings when making investment decisions, it performs its own credit and investment analysis and does not rely primarily on the ratings assigned by the rating services. Credit quality can change from time to time, and recently issued credit ratings may not fully reflect the actual risks posed by a particular security or the issuer’s current financial condition.

(5)

Certain loans in which the Trust invests are not rated by a rating agency. In management’s opinion, such securities are comparable to securities rated by a rating agency in the categories listed above.

 

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or share price (as applicable) with all distributions reinvested. The Trust’s performance at market share price will differ from its results at NAV. Although share price performance generally reflects investment results over time, during shorter periods, returns at share price can also be affected by factors such as changing perceptions about the Trust, market conditions, fluctuations in supply and demand for the Trust’s shares, or changes in Trust distributions. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Trust’s current performance may be lower or higher than the quoted return. Absent an expense waiver by the investment adviser, the returns would be lower. For performance as of the most recent month end, please refer to www.eatonvance.com.

 

3



Eaton Vance Senior Floating-Rate Trust as of October 31, 2008

PORTFOLIO OF INVESTMENTS

Senior Floating-Rate Interests — 166.8%(1)      
Principal
Amount*
  Borrower/Tranche Description   Value  
Aerospace and Defense — 3.7%      
ACTS Aero Technical Support & Service, Inc.      
  709,366     Term Loan, 7.89%, Maturing October 5, 2014   $ 344,043    
AWAS Capital, Inc.      
  874,379     Term Loan, 5.00%, Maturing March 22, 2013     625,181    
Colt Defense, LLC      
  981,420     Term Loan, 7.18%, Maturing July 9, 2014     770,414    
DAE Aviation Holdings, Inc.      
  411,613     Term Loan, 7.17%, Maturing July 31, 2014     306,652    
  416,490     Term Loan, 7.37%, Maturing July 31, 2014     310,285    
Evergreen International Aviation      
  1,384,287     Term Loan, 9.00%, Maturing October 31, 2011     1,055,519    
Hawker Beechcraft Acquisition      
  200,822     Term Loan, 5.76%, Maturing March 26, 2014     130,391    
  3,428,693     Term Loan, 5.76%, Maturing March 26, 2014     2,226,202    
Hexcel Corp.      
  820,506     Term Loan, 5.25%, Maturing March 1, 2012     730,251    
IAP Worldwide Services, Inc.      
  880,397     Term Loan, 9.06%, Maturing December 30, 2012     589,866    
Spirit AeroSystems, Inc.      
  1,597,557     Term Loan, 6.50%, Maturing December 31, 2011     1,361,917    
TransDigm, Inc.      
  1,625,000     Term Loan, 5.21%, Maturing June 23, 2013     1,245,156    
Vought Aircraft Industries, Inc.      
  2,107,882     Term Loan, 5.62%, Maturing December 17, 2011     1,675,766    
  498,825     Term Loan, 7.50%, Maturing December 22, 2011     409,036    
Wesco Aircraft Hardware Corp.      
  1,142,688     Term Loan, 5.37%, Maturing September 29, 2013     908,437    
            $ 12,689,116    
Air Transport — 0.9%      
Airport Development and Investment, Ltd.      
GBP 782,900     Term Loan - Second Lien, 10.05%, Maturing
April 7, 2011
  $ 781,175    
Delta Air Lines, Inc.      
  1,185,000     Term Loan - Second Lien, 6.25%, Maturing
April 30, 2014
    681,375    
Northwest Airlines, Inc.      
  1,916,833     DIP Loan, 5.00%, Maturing August 21, 2009     1,559,822    
            $ 3,022,372    

 

Principal
Amount*
  Borrower/Tranche Description   Value  
Automotive — 7.7%      
Accuride Corp.      
  1,957,967     Term Loan, 7.31%, Maturing January 31, 2012   $ 1,483,160    
Adesa, Inc.      
  4,043,805     Term Loan, 6.02%, Maturing October 18, 2013     2,692,499    
Affina Group, Inc.      
  1,370,985     Term Loan, 6.42%, Maturing November 30, 2011     980,254    
Allison Transmission, Inc.      
  2,921,613     Term Loan, 5.67%, Maturing September 30, 2014     2,006,523    
AxleTech International Holding, Inc.      
  1,750,000     Term Loan - Second Lien, 10.39%, Maturing
April 21, 2013
    1,373,750    
Chrysler Financial      
  2,486,212     Term Loan, 6.82%, Maturing August 1, 2014     1,705,126    
CSA Acquisition Corp.      
  355,674     Term Loan, 6.31%, Maturing December 23, 2011     248,083    
  888,684     Term Loan, 6.31%, Maturing December 23, 2011     619,857    
  486,250     Term Loan, 6.31%, Maturing December 23, 2012     357,394    
Dayco Products, LLC      
  1,749,713     Term Loan, 8.01%, Maturing June 21, 2011     594,902    
Delphi Corp.      
  138,644     DIP Loan, 8.50%, Maturing December 31, 2008     88,039    
  1,361,357     DIP Loan, 8.50%, Maturing December 31, 2008     864,461    
Federal-Mogul Corp.      
  1,500,168     Term Loan, 5.48%, Maturing December 27, 2014     913,227    
  3,151,399     Term Loan, 6.12%, Maturing December 27, 2015     1,918,414    
Ford Motor Co.      
  1,743,938     Term Loan, 7.59%, Maturing December 15, 2013     969,130    
General Motors Corp.      
  3,397,025     Term Loan, 5.80%, Maturing November 29, 2013     1,878,555    
Goodyear Tire & Rubber Co.      
  2,400,000     Term Loan - Second Lien, 4.78%, Maturing
April 30, 2010
    1,708,001    
HLI Operating Co., Inc.      
EUR 109,091     Term Loan, 4.87%, Maturing May 30, 2014     119,576    
EUR 1,867,273     Term Loan, 7.67%, Maturing May 30, 2014     1,856,347    
Keystone Automotive Operations, Inc.      
  1,337,055     Term Loan, 7.15%, Maturing January 12, 2012     768,807    
LKQ Corp.      
  963,752     Term Loan, 6.77%, Maturing October 12, 2014     799,914    
TriMas Corp.      
  234,375     Term Loan, 4.88%, Maturing August 2, 2011     178,125    
  1,990,236     Term Loan, 5.63%, Maturing August 2, 2013     1,512,580    
United Components, Inc.      
  1,137,153     Term Loan, 4.81%, Maturing June 30, 2010     865,658    
            $ 26,502,382    

 

See notes to financial statements
4



Eaton Vance Senior Floating-Rate Trust as of October 31, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount*
  Borrower/Tranche Description   Value  
Beverage and Tobacco — 0.1%      
Culligan International Co.      
EUR 975,000     Term Loan - Second Lien, 9.78%, Maturing
May 31, 2013
  $ 248,537    
            $ 248,537    
Brokers, Dealers and Investment Houses — 0.2%      
AmeriTrade Holding Corp.      
  730,172     Term Loan, 4.50%, Maturing December 31, 2012   $ 610,607    
            $ 610,607    
Building and Development — 4.9%      
Beacon Sales Acquisition, Inc.      
  1,176,000     Term Loan, 6.02%, Maturing September 30, 2013   $ 882,000    
Brickman Group Holdings, Inc.      
  1,206,625     Term Loan, 5.12%, Maturing January 23, 2014     947,201    
Capital Automotive (REIT)      
  1,232,598     Term Loan, 5.47%, Maturing December 16, 2010     785,165    
Epco/Fantome, LLC      
  1,403,000     Term Loan, 5.80%, Maturing November 23, 2010     1,318,820    
Forestar USA Real Estate Group, Inc.      
  1,550,000     Revolver Loan, 5.97%, Maturing December 1, 2010(2)     1,457,000    
  1,550,000     Term Loan, 7.48%, Maturing December 1, 2010     1,519,000    
Hovstone Holdings, LLC      
  894,412     Term Loan, 6.75%, Maturing February 28, 2009     587,092    
LNR Property Corp.      
  1,144,000     Term Loan, 6.04%, Maturing July 3, 2011     626,340    
Metroflag BP, LLC      
  500,000     Term Loan - Second Lien, 14.00%, Maturing
January 2, 2009
    225,000    
Mueller Water Products, Inc.      
  1,771,286     Term Loan, 5.22%, Maturing May 24, 2014     1,363,890    
NCI Building Systems, Inc.      
  553,061     Term Loan, 5.42%, Maturing June 18, 2010     470,102    
November 2005 Land Investors      
  304,148     Term Loan, 7.12%, Maturing May 9, 2011     220,507    
Panolam Industries Holdings, Inc.      
  1,000,288     Term Loan, 6.51%, Maturing September 30, 2012     860,248    
Re/Max International, Inc.      
  686,972     Term Loan, 7.52%, Maturing December 17, 2012     549,578    
  492,679     Term Loan, 11.52%, Maturing December 17, 2012     394,143    
South Edge, LLC      
  787,500     Term Loan, 6.25%, Maturing October 31, 2009(3)     127,969    
TRU 2005 RE Holding Co.      
  4,600,000     Term Loan, 6.72%, Maturing December 9, 2008     3,361,832    

 

Principal
Amount*
  Borrower/Tranche Description   Value  
Building and Development (continued)      
United Subcontractors, Inc.      
  829,862     Term Loan - Second Lien, 12.42%, Maturing
June 27, 2013(4)
  $ 315,347    
Wintergames Acquisition ULC      
  886,100     Term Loan, 10.74%, Maturing April 24, 2009     655,626    
            $ 16,666,860    
Business Equipment and Services — 12.2%      
ACCO Brands Corp.      
  1,017,825     Term Loan, 5.21%, Maturing August 17, 2012   $ 712,477    
Activant Solutions, Inc.      
  1,179,559     Term Loan, 6.07%, Maturing May 1, 2013     790,304    
Affiliated Computer Services      
  802,312     Term Loan, 5.26%, Maturing March 20, 2013     679,458    
  1,126,063     Term Loan, 5.81%, Maturing March 20, 2013     953,634    
Affinion Group, Inc.      
  2,402,406     Term Loan, 5.32%, Maturing October 17, 2012     1,915,919    
Allied Barton Security Service      
  1,000,000     Term Loan, 7.75%, Maturing February 21, 2015     892,500    
Education Management, LLC      
  4,678,583     Term Loan, 5.56%, Maturing June 1, 2013     3,298,401    
Info USA, Inc.      
  607,922     Term Loan, 5.77%, Maturing February 14, 2012     534,971    
Intergraph Corp.      
  1,000,000     Term Loan, 4.81%, Maturing May 29, 2014     780,000    
  1,000,000     Term Loan - Second Lien, 8.81%, Maturing
November 29, 2014
    777,500    
iPayment, Inc.      
  2,639,164     Term Loan, 5.70%, Maturing May 10, 2013     2,045,352    
ista International GmbH      
EUR 1,063,683     Term Loan, 7.12%, Maturing May 14, 2015     781,232    
EUR 211,317     Term Loan, 7.12%, Maturing May 14, 2015     155,204    
Kronos, Inc.      
  1,078,393     Term Loan, 6.01%, Maturing June 11, 2014     738,699    
Language Line, Inc.      
  2,011,655     Term Loan, 7.02%, Maturing June 11, 2011     1,699,849    
Mitchell International, Inc.      
  1,000,000     Term Loan - Second Lien, 9.06%, Maturing
March 28, 2015
    810,000    
N.E.W. Holdings I, LLC      
  1,981,955     Term Loan, 5.89%, Maturing May 22, 2014     1,531,060    
Protection One, Inc.      
  895,965     Term Loan, 5.42%, Maturing March 31, 2012     725,732    
Quantum Corp.      
  265,625     Term Loan, 7.26%, Maturing July 12, 2014     231,094    

 

See notes to financial statements
5



Eaton Vance Senior Floating-Rate Trust as of October 31, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount*
  Borrower/Tranche Description   Value  
Business Equipment and Services (continued)      
Quintiles Transnational Corp.      
  1,700,000     Term Loan - Second Lien, 7.77%, Maturing
March 31, 2014
  $ 1,232,500    
Sabre, Inc.      
  6,057,297     Term Loan, 5.25%, Maturing September 30, 2014     3,509,864    
Serena Software, Inc.      
  480,000     Term Loan, 5.50%, Maturing March 10, 2013     414,000    
Sitel (Client Logic)      
  1,866,855     Term Loan, 6.51%, Maturing January 29, 2014     1,120,113    
Solera Holdings, LLC      
EUR 744,054     Term Loan, 6.70%, Maturing May 15, 2014     711,250    
SunGard Data Systems, Inc.      
  9,177,689     Term Loan, 4.55%, Maturing February 11, 2013     7,073,373    
TDS Investor Corp.      
  2,345,107     Term Loan, 6.01%, Maturing August 23, 2013     1,457,317    
  269,897     Term Loan, 6.01%, Maturing August 23, 2013     167,722    
EUR 1,054,228     Term Loan, 7.39%, Maturing August 23, 2013     846,509    
Transaction Network Services, Inc.      
  558,888     Term Loan, 4.80%, Maturing May 4, 2012     482,041    
Valassis Communications, Inc.      
  464,043     Term Loan, 5.52%, Maturing March 2, 2014     326,377    
  1,808,629     Term Loan, 5.52%, Maturing March 2, 2014     1,272,068    
VWR International, Inc.      
  1,625,000     Term Loan, 5.67%, Maturing June 28, 2013     1,134,791    
WAM Acquisition, S.A.      
EUR 245,946     Term Loan, 7.09%, Maturing May 4, 2014     180,441    
EUR 148,939     Term Loan, 7.09%, Maturing May 4, 2014     109,271    
EUR 245,946     Term Loan, 7.59%, Maturing May 4, 2015     180,441    
EUR 148,939     Term Loan, 7.59%, Maturing May 4, 2015     109,271    
West Corp.      
  2,389,754     Term Loan, 5.73%, Maturing October 24, 2013     1,547,366    
            $ 41,928,101    
Cable and Satellite Television — 10.4%      
Atlantic Broadband Finance, LLC      
  4,198,301     Term Loan, 6.02%, Maturing February 10, 2011   $ 3,841,445    
Bragg Communications, Inc.      
  2,128,500     Term Loan, 5.31%, Maturing August 31, 2014     1,862,437    
Bresnan Broadband Holdings, LLC      
  500,000     Term Loan, 6.06%, Maturing March 29, 2014     396,666    
  1,200,000     Term Loan - Second Lien, 7.60%, Maturing
March 29, 2014
    846,000    

 

Principal
Amount*
  Borrower/Tranche Description   Value  
Cable and Satellite Television (continued)      
Cequel Communications, LLC      
  496,222     Term Loan, 6.21%, Maturing November 5, 2013   $ 367,962    
  1,550,000     Term Loan - Second Lien, 7.30%, Maturing
May 5, 2014
    992,000    
  3,695,326     Term Loan - Second Lien, 8.80%, Maturing
May 5, 2014
    2,420,439    
Charter Communications Operating, Inc.      
  2,387,595     Term Loan, 5.31%, Maturing April 28, 2013     1,797,785    
CSC Holdings, Inc.      
  2,952,670     Term Loan, 4.57%, Maturing March 29, 2013     2,566,715    
CW Media Holdings, Inc.      
  618,750     Term Loan, 7.01%, Maturing February 15, 2015     495,000    
Foxco Acquisition Sub., LLC      
  650,000     Term Loan, 7.25%, Maturing July 2, 2015     513,500    
Insight Midwest Holdings, LLC      
  3,594,375     Term Loan, 5.93%, Maturing April 6, 2014     2,845,548    
Mediacom Broadband Group      
  5,792,280     Term Loan, 3.89%, Maturing January 31, 2015     4,213,883    
Mediacom Illinois, LLC      
  3,730,954     Term Loan, 3.64%, Maturing January 31, 2015     2,683,179    
NTL Investment Holdings, Ltd.      
GBP 1,200,000     Term Loan, Maturing March 30, 2012(5)     1,294,796    
GBP 471,050     Term Loan, 8.13%, Maturing March 30, 2012     508,261    
GBP 239,517     Term Loan, 8.13%, Maturing March 30, 2012     258,438    
Orion Cable GmbH      
EUR 646,623     Term Loan, 7.69%, Maturing October 31, 2014     541,881    
EUR 646,623     Term Loan, 8.41%, Maturing October 31, 2015     541,881    
ProSiebenSat.1 Media AG      
EUR 409,546     Term Loan, 7.53%, Maturing March 2, 2015     130,497    
EUR 11,076     Term Loan, 6.85%, Maturing June 26, 2015     7,680    
EUR 272,924     Term Loan, 6.85%, Maturing June 26, 2015     189,255    
EUR 409,546     Term Loan, 7.78%, Maturing March 2, 2016     130,497    
EUR 519,952     Term Loan - Second Lien, 8.90%, Maturing
September 2, 2016
    92,779    
EUR 352,046     Term Loan, 12.15%, Maturing March 2, 2017     53,844    
UPC Broadband Holding B.V.      
EUR 4,050,000     Term Loan, 7.01%, Maturing October 16, 2011     3,441,287    
  1,950,000     Term Loan, 5.47%, Maturing December 31, 2014     1,399,125    
YPSO Holding SA      
EUR 541,621     Term Loan, 7.00%, Maturing July 28, 2014     340,847    
EUR 209,021     Term Loan, 7.00%, Maturing July 28, 2014     131,539    
EUR 249,358     Term Loan, 7.00%, Maturing July 28, 2014     156,923    
EUR 1,000,000     Term Loan, 7.25%, Maturing July 28, 2015     630,902    
            $ 35,692,991    

 

See notes to financial statements
6



Eaton Vance Senior Floating-Rate Trust as of October 31, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount*
  Borrower/Tranche Description   Value  
Chemicals and Plastics — 11.3%      
Arizona Chemical, Inc.      
  500,000     Term Loan - Second Lien, 8.31%, Maturing
February 28, 2014
  $ 281,250    
Brenntag Holding GmbH and Co. KG      
  373,091     Term Loan, 5.07%, Maturing December 23, 2013     259,298    
  1,526,909     Term Loan, 5.07%, Maturing December 23, 2013     1,061,202    
  1,000,000     Term Loan - Second Lien, 7.79%, Maturing
December 23, 2015
    645,000    
Celanese Holdings, LLC      
  4,161,625     Term Loan, 5.55%, Maturing April 2, 2014     3,382,806    
Cognis GmbH      
EUR 803,279     Term Loan, 6.96%, Maturing September 15, 2013     646,030    
EUR 196,721     Term Loan, 6.96%, Maturing September 15, 2013     158,211    
First Chemical Holding      
EUR 965,273     Term Loan, 7.66%, Maturing December 18, 2014     865,815    
Foamex, L.P.      
  1,459,647     Term Loan, 8.04%, Maturing February 12, 2013     675,087    
Georgia Gulf Corp.      
  658,586     Term Loan, 9.05%, Maturing October 3, 2013     527,528    
Hercules, Inc.      
  570,825     Term Loan, 4.50%, Maturing October 8, 2010     567,257    
Hexion Specialty Chemicals, Inc.      
  493,750     Term Loan, 6.06%, Maturing May 5, 2012     343,568    
  964,692     Term Loan, 6.06%, Maturing May 5, 2013     671,264    
  4,440,908     Term Loan, 6.19%, Maturing May 5, 2013     3,090,130    
INEOS Group      
EUR 750,000     Term Loan - Second Lien, 8.46%, Maturing
December 14, 2012
    413,432    
  2,318,293     Term Loan, 5.95%, Maturing December 14, 2013     1,290,517    
  2,222,278     Term Loan, 6.45%, Maturing December 14, 2014     1,216,697    
Innophos, Inc.      
  572,085     Term Loan, 6.76%, Maturing August 10, 2010     491,993    
Invista B.V.      
  2,472,784     Term Loan, 4.92%, Maturing April 29, 2011     2,052,411    
  724,056     Term Loan, 4.92%, Maturing April 29, 2011     600,966    
ISP Chemco, Inc.      
  1,572,538     Term Loan, 5.06%, Maturing June 4, 2014     1,242,305    
Kleopatra      
  825,000     Term Loan, 6.82%, Maturing January 3, 2016     391,875    
EUR 575,000     Term Loan, 7.88%, Maturing January 3, 2016     375,594    
Kranton Polymers, LLC      
  2,772,248     Term Loan, 5.31%, Maturing May 12, 2013     2,143,871    
Lucite International Group Holdings      
  597,133     Term Loan, 5.37%, Maturing July 7, 2013     541,898    
  211,446     Term Loan, 5.37%, Maturing July 7, 2013     168,452    

 

Principal
Amount*
  Borrower/Tranche Description   Value  
Chemicals and Plastics (continued)      
MacDermid, Inc.      
EUR 801,817     Term Loan, 7.39%, Maturing April 12, 2014   $ 710,260    
Millenium Inorganic Chemicals      
  347,375     Term Loan, 6.01%, Maturing April 30, 2014     224,057    
  975,000     Term Loan - Second Lien, 9.51%, Maturing
October 31, 2014
    526,500    
Momentive Performance Material      
  1,685,254     Term Loan, 5.38%, Maturing December 4, 2013     1,313,094    
Nalco Co.      
  4,161,119     Term Loan, 5.09%, Maturing November 4, 2010     3,733,119    
Propex Fabrics, Inc.      
  983,333     Term Loan, 6.88%, Maturing January 23, 2009(2)     850,583    
  799,694     Term Loan, 8.00%, Maturing July 31, 2012     241,907    
Rockwood Specialties Group, Inc.      
  4,294,250     Term Loan, 4.62%, Maturing December 10, 2012     3,596,434    
Schoeller Arca Systems Holding      
EUR 443,417     Term Loan, 8.40%, Maturing November 16, 2015     486,035    
EUR 412,060     Term Loan, 8.40%, Maturing November 16, 2015     451,665    
EUR 144,523     Term Loan, 8.40%, Maturing November 16, 2015     158,413    
Solo Cup Co.      
  1,625,226     Term Loan, 6.65%, Maturing February 27, 2011     1,412,593    
Wellman, Inc.      
  2,184,998     Term Loan, 6.74%, Maturing February 10, 2009(3)     1,035,689    
            $ 38,844,806    
Clothing / Textiles — 0.5%      
Hanesbrands, Inc.      
  850,000     Term Loan - Second Lien, 7.27%, Maturing
March 5, 2014
  $ 665,833    
St. John Knits International, Inc.      
  528,149     Term Loan, 6.17%, Maturing March 23, 2012     441,004    
The William Carter Co.      
  626,968     Term Loan, 4.76%, Maturing July 14, 2012     528,221    
            $ 1,635,058    
Conglomerates — 5.0%      
Amsted Industries, Inc.      
  1,693,128     Term Loan, 6.56%, Maturing October 15, 2010   $ 1,303,709    
Blount, Inc.      
  276,658     Term Loan, 4.50%, Maturing August 9, 2010     242,076    
Doncasters (Dunde HoldCo 4 Ltd.)      
  427,981     Term Loan, 4.85%, Maturing July 13, 2015     318,846    
  427,981     Term Loan, 5.35%, Maturing July 13, 2015     318,846    
GBP 500,000     Term Loan - Second Lien, 9.77%, Maturing
January 13, 2016
    527,062    

 

See notes to financial statements
7



Eaton Vance Senior Floating-Rate Trust as of October 31, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount*
  Borrower/Tranche Description   Value  
Conglomerates (continued)      
GenTek, Inc.      
  499,828     Term Loan, 6.30%, Maturing February 25, 2011   $ 428,603    
Jarden Corp.      
  2,133,773     Term Loan, 5.51%, Maturing January 24, 2012     1,747,027    
  1,202,461     Term Loan, 5.51%, Maturing January 24, 2012     984,515    
Johnson Diversey, Inc.      
  1,642,481     Term Loan, 4.79%, Maturing December 16, 2011     1,305,772    
Polymer Group, Inc.      
  2,306,352     Term Loan, 5.73%, Maturing November 22, 2012     1,833,550    
RBS Global, Inc.      
  792,218     Term Loan, 5.76%, Maturing July 19, 2013     629,814    
  3,784,836     Term Loan, 6.37%, Maturing July 19, 2013     3,027,869    
RGIS Holdings, LLC      
  2,822,607     Term Loan, 5.46%, Maturing April 30, 2014     1,938,191    
  141,130     Term Loan, 5.62%, Maturing April 30, 2014     96,910    
The Manitowoc Company, Inc.      
  1,250,000     Term Loan, Maturing August 21, 2014(5)     988,125    
US Investigations Services, Inc.      
  905,702     Term Loan, 5.95%, Maturing February 21, 2015     643,048    
Vertrue, Inc.      
  841,500     Term Loan, 6.77%, Maturing August 16, 2014     631,125    
            $ 16,965,088    
Containers and Glass Products — 4.5%      
Consolidated Container Co.      
  1,000,000     Term Loan - Second Lien, 8.69%, Maturing
September 28, 2014
  $ 387,500    
Crown Americas, Inc.      
  612,500     Term Loan, 6.34%, Maturing November 15, 2012     539,000    
Graham Packaging Holdings Co.      
  3,686,250     Term Loan, 5.74%, Maturing October 7, 2011     3,019,039    
Graphic Packaging International, Inc.      
  4,475,625     Term Loan, 5.75%, Maturing May 16, 2014     3,670,012    
  1,478,179     Term Loan, 6.86%, Maturing May 16, 2014     1,259,224    
JSG Acquisitions      
  1,845,000     Term Loan, 6.16%, Maturing December 31, 2013     1,194,638    
  1,845,000     Term Loan, 6.41%, Maturing December 13, 2014     1,194,638    
Owens-Brockway Glass Container      
  1,555,938     Term Loan, 6.09%, Maturing June 14, 2013     1,324,492    
Smurfit-Stone Container Corp.      
  1,420,448     Term Loan, 4.88%, Maturing November 1, 2011     1,129,256    
  729,847     Term Loan, 4.90%, Maturing November 1, 2011     580,228    
  625,684     Term Loan, 5.13%, Maturing November 1, 2011     497,419    
  650,961     Term Loan, 5.93%, Maturing November 1, 2011     517,514    
            $ 15,312,960    

 

Principal
Amount*
  Borrower/Tranche Description   Value  
Cosmetics / Toiletries — 0.8%      
American Safety Razor Co.      
  491,806     Term Loan, 5.92%, Maturing July 31, 2013   $ 420,494    
  900,000     Term Loan - Second Lien, 9.41%, Maturing July 31, 2014     751,500    
KIK Custom Products, Inc.      
  975,000     Term Loan - Second Lien, 8.54%, Maturing
November 30, 2014
    324,188    
Prestige Brands, Inc.      
  1,314,380     Term Loan, 5.82%, Maturing April 7, 2011     1,058,076    
            $ 2,554,258    
Drugs — 1.4%      
Graceway Pharmaceuticals, LLC      
  754,801     Term Loan, 6.51%, Maturing May 3, 2012   $ 530,876    
  1,000,000     Term Loan - Second Lien, 10.26%, Maturing May 3, 2013     540,000    
  275,000     Term Loan, 12.01%, Maturing November 3, 2013     177,375    
Pharmaceutical Holdings Corp.      
  394,289     Term Loan, 6.51%, Maturing January 30, 2012     331,203    
Stiefel Laboratories, Inc.      
  713,546     Term Loan, 7.00%, Maturing December 28, 2013     581,540    
  932,896     Term Loan, 7.00%, Maturing December 28, 2013     760,310    
Warner Chilcott Corp.      
  625,691     Term Loan, 5.76%, Maturing January 18, 2012     517,134    
  1,667,577     Term Loan, 5.76%, Maturing January 18, 2012     1,378,252    
            $ 4,816,690    
Ecological Services and Equipment — 2.8%      
Allied Waste Industries, Inc.      
  1,271,218     Term Loan, 4.90%, Maturing January 15, 2012   $ 1,216,132    
  1,778,721     Term Loan, 5.44%, Maturing January 15, 2012     1,701,644    
Blue Waste B.V. (AVR Acquisition)      
EUR 1,000,000     Term Loan, 7.21%, Maturing April 1, 2015     1,010,081    
Cory Environmental Holdings      
GBP 500,000     Term Loan - Second Lien, 9.88%, Maturing
September 30, 2014
    704,091    
Environmental Systems Products Holdings, Inc.      
  1,165,123     Term Loan - Second Lien, 13.74%, Maturing
December 12, 2010
    840,753    
IESI Corp.      
  970,588     Term Loan, 4.56%, Maturing January 20, 2012     805,588    
Kemble Water Structure, Ltd.      
GBP 1,250,000     Term Loan, 10.16%, Maturing October 13, 2013     1,398,123    
Sensus Metering Systems, Inc.      
  2,113,043     Term Loan, 5.20%, Maturing December 17, 2010     1,954,565    
            $ 9,630,977    

 

See notes to financial statements
8



Eaton Vance Senior Floating-Rate Trust as of October 31, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount*
  Borrower/Tranche Description   Value  
Electronics / Electrical — 3.9%      
Aspect Software, Inc.      
  1,079,500     Term Loan, 6.25%, Maturing July 11, 2011   $ 874,395    
  1,800,000     Term Loan - Second Lien, 10.00%, Maturing
July 11, 2013
    1,368,000    
FCI International S.A.S.      
  215,870     Term Loan, 6.47%, Maturing November 1, 2013     174,855    
  207,823     Term Loan, 6.47%, Maturing November 1, 2013     168,337    
  207,823     Term Loan, 6.47%, Maturing November 1, 2013     168,337    
  215,870     Term Loan, 6.47%, Maturing November 1, 2013     174,855    
Infor Enterprise Solutions Holdings      
  2,916,533     Term Loan, 7.52%, Maturing July 28, 2012     1,844,707    
  1,521,670     Term Loan, 7.52%, Maturing July 28, 2012     962,456    
  500,000     Term Loan - Second Lien, 9.26%, Maturing
March 2, 2014
    160,000    
  183,333     Term Loan - Second Lien, 10.01%, Maturing
March 2, 2014
    58,667    
  316,667     Term Loan - Second Lien, 10.01%, Maturing
March 2, 2014
    102,125    
Network Solutions, LLC      
  672,016     Term Loan, 5.95%, Maturing March 7, 2014     386,409    
Open Solutions, Inc.      
  2,068,868     Term Loan, 5.96%, Maturing January 23, 2014     1,137,878    
Sensata Technologies Finance Co.      
  2,756,798     Term Loan, 5.26%, Maturing April 27, 2013     1,780,891    
Spectrum Brands, Inc.      
  57,117     Term Loan, 4.70%, Maturing March 30, 2013     39,197    
  1,137,544     Term Loan, 7.58%, Maturing March 30, 2013     780,639    
VeriFone, Inc.      
  716,875     Term Loan, 5.87%, Maturing October 31, 2013     609,344    
Vertafore, Inc.      
  2,216,460     Term Loan, 5.31%, Maturing January 31, 2012     1,800,874    
  850,000     Term Loan - Second Lien, 8.81%, Maturing
January 31, 2013
    582,250    
            $ 13,174,216    
Equipment Leasing — 0.5%      
AWAS Capital, Inc.      
  1,844,498     Term Loan - Second Lien, 9.25%, Maturing
March 22, 2013
  $ 1,060,587    
The Hertz Corp.      
  1,086,286     Term Loan, 4.55%, Maturing December 21, 2012     788,333    
  14,807     Term Loan, 4.70%, Maturing December 21, 2012     10,745    
            $ 1,859,665    

 

Principal
Amount*
  Borrower/Tranche Description   Value  
Farming / Agriculture — 0.7%      
BF Bolthouse HoldCo, LLC      
  1,150,000     Term Loan - Second Lien, 9.26%, Maturing
December 16, 2013
  $ 874,000    
Central Garden & Pet Co.      
  2,023,125     Term Loan, 4.74%, Maturing February 28, 2014     1,360,552    
            $ 2,234,552    
Financial Intermediaries — 2.8%      
Citco III, Ltd.      
  2,642,561     Term Loan, 5.13%, Maturing June 30, 2014   $ 2,140,474    
Grosvenor Capital Management      
  1,449,911     Term Loan, 5.59%, Maturing December 5, 2013     1,159,929    
INVESTools, Inc.      
  384,000     Term Loan, 6.25%, Maturing August 13, 2012     349,440    
Jupiter Asset Management Group      
GBP 418,271     Term Loan, 7.89%, Maturing June 30, 2015     508,224    
LPL Holdings, Inc.      
  4,031,207     Term Loan, 5.51%, Maturing December 18, 2014     3,224,966    
Nuveen Investments, Inc.      
  1,467,625     Term Loan, 6.35%, Maturing November 2, 2014     846,331    
Oxford Acquisition III, Ltd.      
  902,908     Term Loan, 5.58%, Maturing May 24, 2014     570,337    
RJO Holdings Corp. (RJ O'Brien)      
  470,250     Term Loan, 6.00%, Maturing July 31, 2014(4)     338,580    
Travelex America Holdings, Inc.      
  375,000     Term Loan, 5.93%, Maturing October 31, 2013     294,375    
  375,000     Term Loan, 6.43%, Maturing October 31, 2014     294,375    
            $ 9,727,031    
Food Products — 4.0%      
Acosta, Inc.      
  3,032,087     Term Loan, 5.37%, Maturing July 28, 2013   $ 2,236,164    
Advantage Sales & Marketing, Inc.      
  2,238,665     Term Loan, 5.20%, Maturing March 29, 2013     1,572,662    
Black Lion Beverages III B.V.      
EUR 147,059     Term Loan, 6.90%, Maturing December 31, 2013     129,517    
EUR 852,941     Term Loan, 7.01%, Maturing December 31, 2014     751,197    
Dean Foods Co.      
  4,415,318     Term Loan, 5.26%, Maturing April 2, 2014     3,326,669    
Pinnacle Foods Finance, LLC      
  1,727,813     Term Loan, 6.76%, Maturing April 2, 2014     1,254,392    
Provimi Group SA      
  252,404     Term Loan, 5.37%, Maturing June 28, 2015     203,816    
  205,103     Term Loan, 5.37%, Maturing June 28, 2015     165,620    

 

See notes to financial statements
9



Eaton Vance Senior Floating-Rate Trust as of October 31, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount*
  Borrower/Tranche Description   Value  
Food Products (continued)      
EUR 457,186     Term Loan, 6.75%, Maturing June 28, 2015   $ 470,535    
EUR 265,285     Term Loan, 6.75%, Maturing June 28, 2015     273,031    
EUR 438,752     Term Loan, 6.75%, Maturing June 28, 2015     451,563    
EUR 598,067     Term Loan, 6.75%, Maturing June 28, 2015     615,530    
EUR 24,182     Term Loan - Second Lien, 8.75%, Maturing
June 28, 2015
    21,806    
  282,126     Term Loan - Second Lien, 7.95%, Maturing
December 28, 2016(2)
    199,604    
EUR 697,446     Term Loan - Second Lien, 8.75%, Maturing
December 28, 2016(2)
    628,917    
Reddy Ice Group, Inc.      
  1,970,000     Term Loan, 6.50%, Maturing August 9, 2012     1,472,575    
            $ 13,773,598    
Food Service — 2.5%      
AFC Enterprises, Inc.      
  430,624     Term Loan, 6.06%, Maturing May 23, 2009   $ 340,193    
Aramark Corp.      
GBP 982,500     Term Loan, 8.38%, Maturing January 27, 2014     1,264,949    
Buffets, Inc.      
  453,687     Term Loan, 10.42%, Maturing January 22, 2009     140,643    
  45,200     Term Loan, 10.42%, Maturing January 22, 2009     14,012    
  1,108,550     DIP Loan, 12.25%, Maturing January 22, 2009     1,114,093    
  140,295     Term Loan, 10.97%, Maturing May 1, 2013     41,387    
  943,706     Term Loan, 10.42%, Maturing November 1, 2013     278,393    
CBRL Group, Inc.      
  1,742,522     Term Loan, 4.30%, Maturing April 27, 2013     1,338,837    
JRD Holdings, Inc.      
  549,219     Term Loan, 5.75%, Maturing June 26, 2014     417,406    
NPC International, Inc.      
  373,356     Term Loan, 5.40%, Maturing May 3, 2013     272,550    
OSI Restaurant Partners, LLC      
  185,739     Term Loan, 5.28%, Maturing May 9, 2013     97,668    
  2,276,138     Term Loan, 5.25%, Maturing May 9, 2014     1,196,869    
QCE Finance, LLC      
  1,225,559     Term Loan, 5.81%, Maturing May 5, 2013     808,869    
  950,000     Term Loan - Second Lien, 9.51%, Maturing
November 5, 2013
    562,875    
Sagittarius Restaurants, LLC      
  358,903     Term Loan, 9.50%, Maturing March 29, 2013     174,068    
Selecta      
EUR 741,246     Term Loan - Second Lien, 9.12%, Maturing
December 28, 2015
    550,320    
            $ 8,613,132    

 

Principal
Amount*
  Borrower/Tranche Description   Value  
Food / Drug Retailers — 4.4%      
General Nutrition Centers, Inc.      
  3,414,143     Term Loan, 6.14%, Maturing September 16, 2013   $ 2,367,138    
Iceland Foods Group, Ltd.      
GBP 1,250,000     Term Loan, 7.61%, Maturing May 2, 2014     1,745,139    
GBP 1,250,000     Term Loan, 8.61%, Maturing May 2, 2015     1,745,139    
Pantry, Inc. (The)      
  825,660     Term Loan, 4.87%, Maturing May 15, 2014     586,218    
  237,694     Term Loan, 4.87%, Maturing May 15, 2014     168,763    
Rite Aid Corp.      
  6,368,000     Term Loan, 5.01%, Maturing June 1, 2014     4,728,240    
  1,075,000     Term Loan, 6.00%, Maturing June 4, 2014     849,250    
Roundy's Supermarkets, Inc.      
  3,365,208     Term Loan, 5.38%, Maturing November 3, 2011     2,734,232    
            $ 14,924,119    
Forest Products — 2.6%      
Appleton Papers, Inc.      
  1,333,125     Term Loan, 5.38%, Maturing June 5, 2014   $ 1,073,166    
Georgia-Pacific Corp.      
  6,776,007     Term Loan, 4.65%, Maturing December 20, 2012     5,644,793    
Newpage Corp.      
  1,488,750     Term Loan, 7.00%, Maturing December 5, 2014     1,215,459    
Xerium Technologies, Inc.      
  1,239,095     Term Loan, 9.26%, Maturing May 18, 2012     916,930    
            $ 8,850,348    
Healthcare — 16.5%      
Accellent, Inc.      
  2,307,508     Term Loan, 5.31%, Maturing November 22, 2012   $ 1,592,181    
Advanced Medical Optics, Inc.      
  985,167     Term Loan, 4.76%, Maturing April 2, 2014     716,709    
Alliance Imaging, Inc.      
  1,022,942     Term Loan, 5.78%, Maturing December 29, 2011     889,960    
American Medical Systems      
  1,068,448     Term Loan, 5.44%, Maturing July 20, 2012     918,865    
AMN Healthcare, Inc.      
  271,348     Term Loan, 5.51%, Maturing November 2, 2011     236,073    
AMR HoldCo, Inc.      
  1,864,721     Term Loan, 4.82%, Maturing February 10, 2012     1,659,602    
Biomet, Inc.      
  1,796,250     Term Loan, 6.76%, Maturing December 26, 2014     1,567,677    
EUR 1,212,750     Term Loan, 8.14%, Maturing December 26, 2014     1,325,447    
Bright Horizons Family Solutions, Inc.      
  947,625     Term Loan, 7.50%, Maturing May 15, 2015     754,942    

 

See notes to financial statements
10



Eaton Vance Senior Floating-Rate Trust as of October 31, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount*
  Borrower/Tranche Description   Value  
Healthcare (continued)      
Capio AB      
EUR 169,803     Term Loan, 7.16%, Maturing April 24, 2015   $ 165,131    
EUR 204,134     Term Loan, 7.16%, Maturing April 24, 2015     198,517    
EUR 169,803     Term Loan, 7.29%, Maturing April 16, 2016     165,131    
EUR 152,245     Term Loan, 7.29%, Maturing April 24, 2016     148,056    
Cardinal Health 409, Inc.      
  4,236,487     Term Loan, 6.01%, Maturing April 10, 2014     2,743,125    
Carestream Health, Inc.      
  2,855,873     Term Loan, 5.43%, Maturing April 30, 2013     1,880,116    
  1,000,000     Term Loan - Second Lien, 8.32%, Maturing
October 30, 2013
    491,250    
Carl Zeiss Vision Holding GmbH      
  1,300,000     Term Loan, 5.62%, Maturing March 23, 2015     743,167    
Community Health Systems, Inc.      
  385,151     Term Loan, 0.00%, Maturing July 25, 2014(2)     309,613    
  7,528,298     Term Loan, 5.16%, Maturing July 25, 2014     6,051,811    
Concentra, Inc.      
  600,000     Term Loan - Second Lien, 9.27%, Maturing
June 25, 2015
    210,000    
ConMed Corp.      
  472,389     Term Loan, 4.67%, Maturing April 13, 2013     387,359    
Convatec Cidron Healthcare B      
EUR 750,000     Term Loan, 9.39%, Maturing July 30, 2016     876,253    
CRC Health Corp.      
  490,000     Term Loan, 6.01%, Maturing February 6, 2013     338,100    
  487,550     Term Loan, 6.01%, Maturing February 6, 2013     336,410    
Dako EQT Project Delphi      
  500,000     Term Loan - Second Lien, 7.63%, Maturing
December 12, 2016
    200,000    
DaVita, Inc.      
  3,547,997     Term Loan, 4.67%, Maturing October 5, 2012     3,091,827    
DJO Finance, LLC      
  794,000     Term Loan, 6.74%, Maturing May 15, 2014     607,410    
Fenwal, Inc.      
  500,000     Term Loan - Second Lien, 8.06%, Maturing
August 28, 2014
    358,750    
Fresenius Medical Care Holdings      
  496,650     Term Loan, 5.00%, Maturing March 31, 2013     423,146    
Hanger Orthopedic Group, Inc.      
  703,142     Term Loan, 5.18%, Maturing May 30, 2013     551,967    
HCA, Inc.      
  5,653,906     Term Loan, 6.01%, Maturing November 18, 2013     4,680,021    
Health Management Association, Inc.      
  3,231,087     Term Loan, 5.51%, Maturing February 28, 2014     2,277,917    
HealthSouth Corp.      
  2,386,469     Term Loan, 5.50%, Maturing March 10, 2013     1,983,089    

 

Principal
Amount*
  Borrower/Tranche Description   Value  
Healthcare (continued)      
Iasis Healthcare, LLC      
  77,901     Term Loan, 4.58%, Maturing March 14, 2014   $ 63,100    
  291,400     Term Loan, 5.12%, Maturing March 14, 2014     236,034    
  842,144     Term Loan, 5.12%, Maturing March 14, 2014     682,136    
Ikaria Acquisition, Inc.      
  531,203     Term Loan, 5.67%, Maturing March 28, 2013     504,643    
IM U.S. Holdings, LLC      
  992,462     Term Loan, 5.16%, Maturing June 26, 2014     732,768    
  625,000     Term Loan - Second Lien, 7.75%, Maturing
June 26, 2015
    437,500    
Invacare Corp.      
  660,100     Term Loan, 5.60%, Maturing February 12, 2013     564,386    
Leiner Health Products, Inc.      
  97,791     Term Loan, 8.75%, Maturing May 27, 2011(3)     92,901    
LifePoint Hospitals, Inc.      
  2,063,187     Term Loan, 4.44%, Maturing April 15, 2012     1,739,524    
MultiPlan Merger Corp.      
  1,565,547     Term Loan, 5.63%, Maturing April 12, 2013     1,232,868    
  1,117,851     Term Loan, 5.63%, Maturing April 12, 2013     880,307    
Mylan, Inc.      
  595,500     Term Loan, 6.90%, Maturing October 2, 2014     514,151    
National Mentor Holdings, Inc.      
  61,600     Term Loan, 4.94%, Maturing June 29, 2013     52,052    
  1,015,036     Term Loan, 5.77%, Maturing June 29, 2013     857,705    
National Rental Institutes, Inc.      
  813,255     Term Loan, 6.06%, Maturing March 31, 2013     538,781    
Nyco Holdings      
EUR 984,850     Term Loan, 7.42%, Maturing December 29, 2014     686,459    
EUR 984,850     Term Loan, 8.17%, Maturing December 29, 2015     686,459    
Physiotherapy Associates, Inc.      
  754,379     Term Loan, 8.50%, Maturing June 27, 2013     546,925    
RadNet Management, Inc.      
  540,378     Term Loan, 7.06%, Maturing November 15, 2012     432,303    
ReAble Therapeutics Finance, LLC      
  2,593,076     Term Loan, 5.76%, Maturing November 16, 2013     1,957,773    
Renal Advantage, Inc.      
  872     Term Loan, 5.32%, Maturing October 5, 2012     650    
Select Medical Holdings Corp.      
  2,121,812     Term Loan, 4.91%, Maturing February 24, 2012     1,633,795    
Sunrise Medical Holdings, Inc.      
  500,515     Term Loan, 7.90%, Maturing May 13, 2010     383,795    
Vanguard Health Holding Co., LLC      
  2,155,024     Term Loan, 5.74%, Maturing September 23, 2011     1,839,852    
Viant Holdings, Inc.      
  518,438     Term Loan, 6.02%, Maturing June 25, 2014     308,470    
            $ 56,484,959    

 

See notes to financial statements
11



Eaton Vance Senior Floating-Rate Trust as of October 31, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount*
  Borrower/Tranche Description   Value  
Home Furnishings — 2.4%      
Hunter Fan Co.      
  428,252     Term Loan, 5.31%, Maturing April 16, 2014   $ 239,821    
Interline Brands, Inc.      
  980,687     Term Loan, 4.75%, Maturing June 23, 2013     755,129    
  679,130     Term Loan, 4.75%, Maturing June 23, 2013     522,930    
National Bedding Co., LLC      
  1,483,674     Term Loan, 5.35%, Maturing August 31, 2011     982,934    
  2,050,000     Term Loan - Second Lien, 8.40%, Maturing
August 31, 2012
    1,291,500    
Sealy Mattress Co.      
  2,850,000     Term Loan, 4.30%, Maturing August 25, 2011     2,408,250    
Simmons Co.      
  2,799,380     Term Loan, 5.44%, Maturing December 19, 2011     1,987,560    
  1,000,000     Term Loan, 8.35%, Maturing February 15, 2012     177,500    
            $ 8,365,624    
Industrial Equipment — 4.8%      
Brand Energy and Infrastructure Services, Inc.      
  792,000     Term Loan, 6.96%, Maturing February 7, 2014   $ 621,720    
CEVA Group PLC U.S.      
  1,005,694     Term Loan, 6.76%, Maturing November 4, 2013     807,069    
  2,258,500     Term Loan, 6.17%, Maturing January 4, 2014     1,812,446    
  3,500,698     Term Loan, 6.75%, Maturing January 4, 2014     2,809,310    
EPD Holdings (Goodyear Engineering Products)      
  147,324     Term Loan, 5.50%, Maturing July 13, 2014     106,810    
  1,028,672     Term Loan, 5.50%, Maturing July 13, 2014     745,787    
  775,000     Term Loan - Second Lien, 8.75%,
Maturing July 13, 2015
    449,500    
FR Brand Acquisition Corp.      
  738,750     Term Loan, 6.00%, Maturing February 7, 2014     561,450    
Generac Acquisition Corp.      
  1,762,302     Term Loan, 6.65%, Maturing November 7, 2013     1,113,188    
  500,000     Term Loan - Second Lien, 10.15%, Maturing
April 7, 2014
    162,500    
Gleason Corp.      
  138,408     Term Loan, 5.22%, Maturing June 30, 2013     118,339    
  568,403     Term Loan, 5.22%, Maturing June 30, 2013     485,985    
Itron, Inc.      
EUR 304,448     Term Loan, 6.89%, Maturing April 18, 2014     334,679    
Jason, Inc.      
  436,764     Term Loan, 5.50%, Maturing April 30, 2010     340,676    
John Maneely Co.      
  2,813,829     Term Loan, 7.66%, Maturing December 8, 2013     2,075,199    
KION Group GmbH      
  250,000     Term Loan, 5.12%, Maturing December 23, 2014     155,250    
  250,000     Term Loan, 5.62%, Maturing December 23, 2015     155,250    

 

Principal
Amount*
  Borrower/Tranche Description   Value  
Industrial Equipment (continued)      
Polypore, Inc.      
  2,987,188     Term Loan, 5.39%, Maturing July 3, 2014   $ 2,330,006    
Sequa Corp.      
  795,043     Term Loan, 6.38%, Maturing November 30, 2014     597,276    
TFS Acquisition Corp.      
  686,000     Term Loan, 7.26%, Maturing August 11, 2013     637,980    
            $ 16,420,420    
Insurance — 4.0%      
Alliant Holdings I, Inc.      
  965,250     Term Loan, 6.76%, Maturing August 21, 2014   $ 666,023    
AmWINS Group, Inc.      
  994,962     Term Loan, 5.39%, Maturing June 8, 2013     726,322    
  500,000     Term Loan - Second Lien, 8.50%, Maturing June 8, 2014     315,000    
Applied Systems, Inc.      
  1,280,659     Term Loan, 6.23%, Maturing September 26, 2013     1,056,544    
CCC Information Services Group, Inc.      
  1,578,926     Term Loan, 6.02%, Maturing February 10, 2013     1,271,035    
Conseco, Inc.      
  3,460,130     Term Loan, 5.00%, Maturing October 10, 2013     2,292,336    
Crawford & Company      
  1,222,000     Term Loan, 6.52%, Maturing October 31, 2013     1,063,140    
Crump Group, Inc.      
  917,637     Term Loan, 6.71%, Maturing August 4, 2014     683,639    
Getty Images, Inc.      
  2,025,000     Term Loan, 8.05%, Maturing July 2, 2015     1,843,763    
Hub International Holdings, Inc.      
  603,960     Term Loan, 6.26%, Maturing June 13, 2014     416,732    
  2,687,609     Term Loan, 6.26%, Maturing June 13, 2014     1,854,450    
U.S.I. Holdings Corp.      
  1,826,875     Term Loan, 6.52%, Maturing May 4, 2014     1,329,052    
            $ 13,518,036    
Leisure Goods / Activities / Movies — 11.6%      
24 Hour Fitness Worldwide, Inc.      
  1,633,125     Term Loan, 6.18%, Maturing June 8, 2012   $ 1,216,678    
AMC Entertainment, Inc.      
  2,818,322     Term Loan, 5.01%, Maturing January 26, 2013     2,161,301    
AMF Bowling Worldwide, Inc.      
  1,000,000     Term Loan - Second Lien, 9.07%, Maturing
December 8, 2013
    575,000    
Bombardier Recreational Products      
  1,822,785     Term Loan, 6.16%, Maturing June 28, 2013     1,262,278    

 

See notes to financial statements
12



Eaton Vance Senior Floating-Rate Trust as of October 31, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount*
  Borrower/Tranche Description   Value  
Leisure Goods / Activities / Movies (continued)      
Butterfly Wendel US, Inc.      
  287,796     Term Loan, 5.63%, Maturing June 22, 2013   $ 220,164    
  287,890     Term Loan, 5.38%, Maturing June 22, 2014     220,236    
Carmike Cinemas, Inc.      
  992,308     Term Loan, 6.31%, Maturing May 19, 2012     796,327    
  789,956     Term Loan, 6.47%, Maturing May 19, 2012     633,940    
Cedar Fair, L.P.      
  1,963,787     Term Loan, 5.12%, Maturing August 30, 2012     1,443,383    
Cinemark, Inc.      
  4,540,709     Term Loan, 4.64%, Maturing October 5, 2013     3,481,212    
Deluxe Entertainment Services      
  1,131,100     Term Loan, 5.67%, Maturing January 28, 2011     904,880    
  109,057     Term Loan, 6.01%, Maturing January 28, 2011     87,246    
  59,055     Term Loan, 6.01%, Maturing January 28, 2011     47,244    
Easton-Bell Sports, Inc.      
  1,273,026     Term Loan, 5.29%, Maturing March 16, 2012     1,008,873    
Fender Musical Instruments Corp.      
  659,429     Term Loan, 5.17%, Maturing June 9, 2014     412,143    
  334,724     Term Loan, 6.02%, Maturing June 9, 2014     209,203    
HRP Myrtle Beach Operations, LLC/HRP Myrtle Beach Capital Corp.      
  5,221     DIP Loan, 18.72%, Maturing March 30, 2010(4)     5,221    
Mega Blocks, Inc.      
  1,596,375     Term Loan, 8.75%, Maturing July 26, 2012     917,916    
Metro-Goldwyn-Mayer Holdings, Inc.      
  7,856,007     Term Loan, 7.01%, Maturing April 8, 2012     3,972,194    
National CineMedia, LLC      
  2,750,000     Term Loan, 4.57%, Maturing February 13, 2015     1,915,834    
Regal Cinemas Corp.      
  5,958,848     Term Loan, 5.26%, Maturing November 10, 2010     4,505,551    
Revolution Studios Distribution Co., LLC      
  1,048,667     Term Loan, 6.87%, Maturing December 21, 2014     870,394    
  800,000     Term Loan, 10.12%, Maturing June 21, 2015     568,000    
Six Flags Theme Parks, Inc.      
  2,110,625     Term Loan, 5.69%, Maturing April 30, 2015     1,382,459    
Southwest Sports Group, LLC      
  1,875,000     Term Loan, 6.31%, Maturing December 22, 2010     1,453,125    
Ticketmaster      
  1,750,000     Term Loan, 6.64%, Maturing July 22, 2014     1,452,500    
Universal City Development Partners, Ltd.      
  1,721,345     Term Loan, 6.68%, Maturing June 9, 2011     1,480,357    
WMG Acquisition Corp.      
  875,000     Revolving Loan, 0.00%, Maturing February 28, 2010(2)     737,188    
  6,104,804     Term Loan, 5.06%, Maturing February 28, 2011     4,944,891    
Zuffa, LLC      
  1,358,459     Term Loan, 5.81%, Maturing June 20, 2016     849,037    
            $ 39,734,775    

 

Principal
Amount*
  Borrower/Tranche Description   Value  
Lodging and Casinos — 3.5%      
Ameristar Casinos, Inc.      
  1,069,750     Term Loan, 5.77%, Maturing November 10, 2012   $ 615,106    
Isle of Capri Casinos, Inc.      
  1,321,507     Term Loan, 5.51%, Maturing November 30, 2013     896,422    
  398,460     Term Loan, 5.51%, Maturing November 30, 2013     270,289    
  528,603     Term Loan, 5.51%, Maturing November 30, 2013     358,569    
LodgeNet Entertainment Corp.      
  2,262,371     Term Loan, 5.77%, Maturing April 4, 2014     1,323,487    
New World Gaming Partners, Ltd.      
  1,013,177     Term Loan, 6.26%, Maturing June 30, 2014     506,589    
  204,167     Term Loan, 6.55%, Maturing June 30, 2014     102,083    
Penn National Gaming, Inc.      
  5,372,900     Term Loan, 5.01%, Maturing October 3, 2012     4,492,341    
Venetian Casino Resort/Las Vegas Sands Inc.      
  862,838     Term Loan, 5.52%, Maturing May 14, 2014     496,347    
  3,416,750     Term Loan, 5.52%, Maturing May 23, 2014     1,965,485    
Wimar OpCo, LLC      
  1,883,308     Term Loan, 7.25%, Maturing January 3, 2012     874,169    
            $ 11,900,887    
Nonferrous Metals / Minerals — 2.3%      
Alpha Natural Resources, LLC      
  815,937     Term Loan, 5.56%, Maturing October 26, 2012   $ 755,762    
Euramax International, Inc.      
  580,533     Term Loan, 8.00%, Maturing June 28, 2012     299,942    
  501,316     Term Loan - Second Lien, 11.50%, Maturing
June 28, 2013
    238,125    
  248,684     Term Loan - Second Lien, 11.50%, Maturing
June 28, 2013
    118,125    
Murray Energy Corp.      
  897,450     Term Loan, 6.94%, Maturing January 28, 2010     780,782    
Noranda Aluminum Acquisition      
  2,230,769     Term Loan, 4.81%, Maturing May 18, 2014     1,784,615    
Novelis, Inc.      
  624,902     Term Loan, 5.77%, Maturing June 28, 2014     446,180    
  1,374,785     Term Loan, 5.77%, Maturing June 28, 2014     981,597    
Oxbow Carbon and Mineral Holdings      
  272,483     Term Loan, 5.76%, Maturing May 8, 2014     197,550    
  3,043,633     Term Loan, 5.76%, Maturing May 8, 2014     2,206,634    
            $ 7,809,312    

 

See notes to financial statements
13



Eaton Vance Senior Floating-Rate Trust as of October 31, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount*
  Borrower/Tranche Description   Value  
Oil and Gas — 2.6%      
Atlas Pipeline Partners, L.P.      
  1,500,000     Term Loan, 5.68%, Maturing July 20, 2014   $ 1,233,750    
Big West Oil, LLC      
  398,750     Term Loan, 5.25%, Maturing May 1, 2014     269,156    
  317,188     Term Loan, 5.25%, Maturing May 1, 2014     214,102    
Dresser, Inc.      
  1,431,601     Term Loan, 5.07%, Maturing May 4, 2014     1,041,938    
  1,000,000     Term Loan - Second Lien, 8.56%, Maturing May 4, 2015     618,333    
Dynegy Holdings, Inc.      
  226,021     Term Loan, 4.62%, Maturing April 2, 2013     167,444    
  2,772,266     Term Loan, 4.62%, Maturing April 2, 2013     2,053,786    
Enterprise GP Holdings, L.P.      
  1,125,000     Term Loan, 6.68%, Maturing October 31, 2014     950,625    
Niska Gas Storage      
  46,882     Term Loan, 4.84%, Maturing May 13, 2011     39,264    
  65,433     Term Loan, 4.84%, Maturing May 13, 2011     54,800    
  96,596     Term Loan, 4.85%, Maturing May 13, 2011     80,899    
  598,227     Term Loan, 4.85%, Maturing May 12, 2013     501,015    
Targa Resources, Inc.      
  1,365,968     Term Loan, 5.14%, Maturing October 31, 2012     1,043,599    
  955,639     Term Loan, 5.97%, Maturing October 31, 2012     730,108    
            $ 8,998,819    
Publishing — 9.6%      
American Media Operations, Inc.      
  4,176,400     Term Loan, 7.56%, Maturing January 31, 2013   $ 2,808,629    
Aster Zweite Beteiligungs GmbH      
  775,000     Term Loan, 6.13%, Maturing September 27, 2013     486,313    
CanWest MediaWorks, Ltd.      
  790,000     Term Loan, 4.81%, Maturing July 10, 2014     564,850    
Dex Media West, LLC      
  2,370,000     Term Loan, 7.54%, Maturing October 24, 2014     1,320,090    
GateHouse Media Operating, Inc.      
  2,078,261     Term Loan, 4.81%, Maturing August 28, 2014     512,638    
  871,739     Term Loan, 4.98%, Maturing August 28, 2014     215,029    
  675,000     Term Loan, 5.07%, Maturing August 28, 2014     312,188    
Idearc, Inc.      
  10,321,460     Term Loan, 5.74%, Maturing November 17, 2014     4,455,434    
Laureate Education, Inc.      
  351,599     Term Loan, 7.00%, Maturing August 17, 2014     251,393    
  2,349,558     Term Loan, 7.00%, Maturing August 17, 2014     1,679,934    
Local Insight Regatta Holdings, Inc.      
  1,695,750     Term Loan, 7.77%, Maturing April 23, 2015     1,401,821    
MediaNews Group, Inc.      
  704,802     Term Loan, 7.07%, Maturing August 2, 2013     370,021    

 

Principal
Amount*
  Borrower/Tranche Description   Value  
Publishing (continued)      
Mediannuaire Holding      
EUR 500,000     Term Loan - Second Lien, 9.38%, Maturing
April 10, 2016
  $ 267,656    
Merrill Communications, LLC      
  1,277,560     Term Loan, 5.98%, Maturing February 9, 2009     830,414    
  1,000,000     Term Loan - Second Lien, 10.22%, Maturing
November 15, 2013
    425,000    
Nebraska Book Co., Inc.      
  1,383,997     Term Loan, 6.38%, Maturing March 4, 2011     1,010,318    
Nelson Education, Ltd.      
  495,000     Term Loan, 6.26%, Maturing July 5, 2014     408,375    
Nielsen Finance, LLC      
  1,786,551     Term Loan, 4.80%, Maturing August 9, 2013     1,302,395    
Philadelphia Newspapers, LLC      
  708,076     Term Loan, 7.25%, Maturing June 29, 2013     212,423    
R.H. Donnelley Corp.      
  2,809,857     Term Loan, 6.85%, Maturing June 30, 2010     1,784,843    
Reader's Digest Association, Inc. (The)      
  3,250,500     Term Loan, 5.23%, Maturing March 2, 2014     1,657,755    
SGS International, Inc.      
  633,572     Term Loan, 6.27%, Maturing December 30, 2011     465,676    
Source Interlink Companies, Inc.      
  1,989,924     Term Loan, 6.47%, Maturing August 1, 2014     1,343,199    
Trader Media Corp.      
GBP 2,334,000     Term Loan, 8.26%, Maturing March 23, 2015     1,943,845    
Tribune Co.      
  1,546,802     Term Loan, 7.08%, Maturing May 17, 2009     1,217,333    
  1,935,388     Term Loan, 6.00%, Maturing May 17, 2014     868,989    
  1,989,950     Term Loan, 6.50%, Maturing May 17, 2014     736,281    
Xsys, Inc.      
  1,856,807     Term Loan, 6.13%, Maturing September 27, 2013     1,165,147    
  1,896,271     Term Loan, 6.13%, Maturing September 27, 2014     1,189,910    
Yell Group, PLC      
  2,600,000     Term Loan, 6.12%, Maturing February 10, 2013     1,794,000    
            $ 33,001,899    
Radio and Television — 6.5%      
Block Communications, Inc.      
  826,625     Term Loan, 5.27%, Maturing December 22, 2011   $ 665,433    
Citadel Broadcasting Corp.      
  1,000,000     Term Loan, 5.07%, Maturing June 12, 2014     545,000    
CMP KC, LLC      
  966,188     Term Loan, 7.81%, Maturing May 5, 2013     628,215    
CMP Susquehanna Corp.      
  1,318,500     Term Loan, 5.17%, Maturing May 5, 2013     593,325    

 

See notes to financial statements
14



Eaton Vance Senior Floating-Rate Trust as of October 31, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount*
  Borrower/Tranche Description   Value  
Radio and Television (continued)      
Emmis Operating Co.      
  776,955     Term Loan, 5.54%, Maturing November 2, 2013   $ 446,749    
Entravision Communications Corp.      
  1,245,500     Term Loan, 6.38%, Maturing September 29, 2013     855,244    
Gray Television, Inc.      
  1,119,576     Term Loan, 5.04%, Maturing January 19, 2015     638,159    
HIT Entertainment, Inc.      
  750,335     Term Loan, 4.80%, Maturing March 20, 2012     468,959    
NEP II, Inc.      
  615,619     Term Loan, 6.01%, Maturing February 16, 2014     452,480    
Nexstar Broadcasting, Inc.      
  1,776,645     Term Loan, 5.51%, Maturing October 1, 2012     1,234,768    
  1,681,269     Term Loan, 5.51%, Maturing October 1, 2012     1,168,482    
NextMedia Operating, Inc.      
  171,626     Term Loan, 7.26%, Maturing November 15, 2012     117,564    
  76,277     Term Loan, 8.28%, Maturing November 15, 2012     52,250    
PanAmSat Corp.      
  2,466,368     Term Loan, 6.65%, Maturing January 3, 2014     2,047,085    
  2,465,623     Term Loan, 6.65%, Maturing January 3, 2014     2,046,467    
  2,465,623     Term Loan, 6.65%, Maturing January 3, 2014     2,046,467    
Paxson Communications Corp.      
  2,500,000     Term Loan, 8.00%, Maturing January 15, 2012     1,387,500    
Raycom TV Broadcasting, LLC      
  875,000     Term Loan, 3.69%, Maturing June 25, 2014     721,875    
SFX Entertainment      
  1,068,618     Term Loan, 7.02%, Maturing June 21, 2013     860,237    
Sirius Satellite Radio, Inc.      
  495,000     Term Loan, 5.44%, Maturing December 19, 2012     297,000    
Tyrol Acquisition 2 SAS      
EUR 800,000     Term Loan, 6.50%, Maturing January 19, 2015     621,980    
EUR 800,000     Term Loan, 7.40%, Maturing January 19, 2016     621,980    
Univision Communications, Inc.      
  3,889,375     Term Loan - Second Lien, 5.50%, Maturing
March 29, 2009
    3,412,927    
Young Broadcasting, Inc.      
  711,113     Term Loan, 6.30%, Maturing November 3, 2012     470,223    
            $ 22,400,369    
Rail Industries — 0.9%      
Kansas City Southern Railway Co.      
  1,979,437     Term Loan, 5.21%, Maturing April 26, 2013   $ 1,712,213    
Rail America, Inc.      
  94,240     Term Loan, 7.88%, Maturing August 14, 2009     84,345    
  1,455,760     Term Loan, 7.88%, Maturing August 13, 2010     1,302,905    
            $ 3,099,463    

 

Principal
Amount*
  Borrower/Tranche Description   Value  
Retailers (Except Food and Drug) — 3.9%      
American Achievement Corp.      
  340,011     Term Loan, 5.07%, Maturing March 25, 2011   $ 306,010    
Amscan Holdings, Inc.      
  492,500     Term Loan, 5.41%, Maturing May 25, 2013     369,375    
Claire's Stores, Inc.      
  345,625     Term Loan, 5.85%, Maturing May 24, 2014     171,516    
Cumberland Farms, Inc.      
  1,536,200     Term Loan, 5.26%, Maturing September 29, 2013     1,267,365    
Educate, Inc.      
  500,000     Term Loan - Second Lien, 6.01%, Maturing June 14, 2014     350,000    
FTD, Inc.      
  1,450,000     Term Loan, 7.85%, Maturing July 31, 2014     1,290,500    
Harbor Freight Tools USA, Inc.      
  684,853     Term Loan, 5.43%, Maturing July 15, 2010     493,095    
Josten's Corp.      
  1,509,741     Term Loan, 5.17%, Maturing October 4, 2011     1,258,747    
Orbitz Worldwide, Inc.      
  1,168,200     Term Loan, 6.39%, Maturing July 25, 2014     750,569    
Oriental Trading Co., Inc.      
  1,125,000     Term Loan - Second Lien, 9.12%, Maturing
January 31, 2013
    468,750    
  2,567,412     Term Loan, 5.25%, Maturing July 31, 2013     1,575,749    
Rover Acquisition Corp.      
  2,210,625     Term Loan, 5.84%, Maturing October 26, 2013     1,664,601    
Savers, Inc.      
  335,787     Term Loan, 6.25%, Maturing August 11, 2012     265,272    
  367,348     Term Loan, 6.25%, Maturing August 11, 2012     290,205    
The Yankee Candle Company, Inc.      
  3,123,519     Term Loan, 5.76%, Maturing February 6, 2014     2,108,375    
Vivarte      
EUR 750,000     Term Loan, 7.20%, Maturing May 29, 2015     416,504    
EUR 750,000     Term Loan, 7.70%, Maturing May 29, 2016     416,504    
            $ 13,463,137    
Steel — 0.7%      
Algoma Acquisition Corp.      
  1,043,448     Term Loan, 5.50%, Maturing June 20, 2013   $ 845,193    
Niagara Corp.      
  2,004,650     Term Loan, 8.50%, Maturing June 29, 2014     1,383,208    
            $ 2,228,401    

 

See notes to financial statements
15



Eaton Vance Senior Floating-Rate Trust as of October 31, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount*
  Borrower/Tranche Description   Value  
Surface Transport — 0.5%      
Gainey Corp.      
  1,217,425     Term Loan, 7.00%, Maturing April 20, 2012(3)   $ 243,485    
Oshkosh Truck Corp.      
  834,234     Term Loan, 4.50%, Maturing December 6, 2013     581,878    
Ozburn-Hessey Holding Co., LLC      
  484,666     Term Loan, 6.61%, Maturing August 9, 2012     433,776    
Swift Transportation Co., Inc.      
  805,814     Term Loan, 6.06%, Maturing May 10, 2014     467,372    
            $ 1,726,511    
Telecommunications — 7.5%      
Alaska Communications Systems Holdings, Inc.      
  985,347     Term Loan, 5.51%, Maturing February 1, 2012   $ 806,342    
Alltell Communication      
  1,488,722     Term Loan, 5.32%, Maturing May 16, 2014     1,420,985    
  3,128,450     Term Loan, 5.50%, Maturing May 16, 2015     2,994,515    
Asurion Corp.      
  1,900,000     Term Loan, 6.06%, Maturing July 13, 2012     1,421,833    
  1,000,000     Term Loan - Second Lien, 10.84%, Maturing
January 13, 2013
    673,333    
Centennial Cellular Operating Co., LLC      
  4,445,833     Term Loan, 5.64%, Maturing February 9, 2011     3,823,417    
CommScope, Inc.      
  2,128,161     Term Loan, 6.10%, Maturing November 19, 2014     1,638,684    
FairPoint Communications, Inc.      
  4,425,000     Term Loan, 5.75%, Maturing March 31, 2015     3,125,156    
Intelsat Subsidiary Holding Co.      
  955,500     Term Loan, 6.65%, Maturing July 3, 2013     791,871    
Iowa Telecommunications Services      
  1,616,000     Term Loan, 5.40%, Maturing November 23, 2011     1,296,840    
IPC Systems, Inc.      
  1,086,250     Term Loan, 6.01%, Maturing May 31, 2014     562,134    
  500,000     Term Loan - Second Lien, 9.01%, Maturing
May 31, 2015
    210,000    
Macquarie UK Broadcast Ventures, Ltd.      
GBP 754,894     Term Loan, 7.67%, Maturing December 26, 2014     952,169    
NTelos, Inc.      
  1,162,789     Term Loan, 5.37%, Maturing August 24, 2011     1,000,967    
Palm, Inc.      
  767,250     Term Loan, 7.27%, Maturing April 24, 2014     429,660    
Stratos Global Corp.      
  987,000     Term Loan, 6.26%, Maturing February 13, 2012     814,275    
Telesat Canada, Inc.      
  598,402     Term Loan, 6.34%, Maturing October 22, 2014     458,276    
  51,395     Term Loan, 6.59%, Maturing October 22, 2014     39,360    

 

Principal
Amount*
  Borrower/Tranche Description   Value  
Telecommunications (continued)      
Trilogy International Partners      
  850,000     Term Loan, 7.26%, Maturing June 29, 2012   $ 514,250    
Windstream Corp.      
  3,051,282     Term Loan, 6.05%, Maturing July 17, 2013     2,667,202    
            $ 25,641,269    
Utilities — 1.7%      
AEI Finance Holding, LLC      
  269,751     Revolving Loan, 5.66%, Maturing March 30, 2012   $ 179,385    
  1,945,293     Term Loan, 6.76%, Maturing March 30, 2014     1,293,620    
Astoria Generating Co.      
  1,000,000     Term Loan - Second Lien, 6.96%, Maturing
August 23, 2013
    777,500    
BRSP, LLC      
  1,721,685     Term Loan, 5.86%, Maturing July 13, 2009     1,229,972    
Electricinvest Holding Co.      
EUR 476,616     Term Loan, 8.94%, Maturing October 24, 2012     481,421    
GBP 480,000     Term Loan, 10.10%, Maturing October 24, 2012     612,197    
Pike Electric, Inc.      
  146,240     Term Loan, 6.13%, Maturing July 1, 2012     137,466    
  339,771     Term Loan, 5.81%, Maturing December 10, 2012     319,385    
TXU Texas Competitive Electric Holdings Co., LLC      
  340,241     Term Loan, 6.44%, Maturing October 10, 2014     265,643    
  833,962     Term Loan, 6.66%, Maturing October 10, 2014     654,197    
            $ 5,950,786    
Total Senior Floating-Rate Interests
(identified cost $791,292,149)
  $ 571,022,131    
Corporate Bonds & Notes — 9.8%      
Principal
Amount
(000's omitted)
  Security   Value  
Aerospace and Defense — 0.1%      
Alion Science and Technologies Corp.      
$ 145     10.25%, 2/1/15   $ 80,475    
DRS Technologies, Inc., Sr. Sub. Notes      
  80     7.625%, 2/1/18     79,600    
Hawker Beechcraft Acquisition      
  175     9.75%, 4/1/17     98,875    
Vought Aircraft Industries, Inc., Sr. Notes      
  85     8.00%, 7/15/11     64,175    
            $ 323,125    

 

See notes to financial statements
16



Eaton Vance Senior Floating-Rate Trust as of October 31, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount
(000's omitted)
  Security   Value  
Air Transport — 0.0%      
Continental Airlines      
$ 209     7.033%, 6/15/11   $ 142,431    
            $ 142,431    
Automotive — 0.1%      
Altra Industrial Motion, Inc.      
$ 335     9.00%, 12/1/11   $ 303,175    
American Axle & Manufacturing, Inc.      
  135     7.875%, 3/1/17     42,525    
Commercial Vehicle Group, Inc., Sr. Notes      
  100     8.00%, 7/1/13     64,500    
General Motors Corp., Sr. Notes      
  95     7.20%, 1/15/11     38,712    
Tenneco, Inc., Sr. Notes      
  40     8.125%, 11/15/15     21,000    
            $ 469,912    
Broadcast Radio and Television — 0.0%      
Warner Music Group, Sr. Sub. Notes      
$ 85     7.375%, 4/15/14   $ 53,125    
            $ 53,125    
Brokers / Dealers / Investment Houses — 0.0%      
Nuveen Investments, Inc., Sr. Notes      
$ 115     10.50%, 11/15/15(6)   $ 31,625    
            $ 31,625    
Building and Development — 0.6%      
Grohe Holding of GmbH, Variable Rate,      
EUR 2,000     8.193%, 1/15/14   $ 1,414,750    
Panolam Industries International, Sr. Sub. Notes      
$ 425     10.75%, 10/1/13     257,125    
Ply Gem Industries, Inc., Sr. Notes      
  240     11.75%, 6/15/13(6)     159,600    
Texas Industries Inc., Sr. Notes      
  115     7.25%, 7/15/13(6)     90,850    
            $ 1,922,325    

 

Principal
Amount
(000's omitted)
  Security   Value  
Business Equipment and Services — 0.4%      
Affinion Group, Inc.      
$ 95     10.125%, 10/15/13   $ 66,975    
  205     11.50%, 10/15/15     124,025    
Ceridian Corp., Sr. Notes      
  275     11.25%, 11/15/15(6)     171,875    
Education Management, LLC, Sr. Notes      
  415     8.75%, 6/1/14     305,025    
MediMedia USA, Inc., Sr. Sub. Notes      
  170     11.375%, 11/15/14(6)     136,850    
Travelport, LLC      
  380     9.875%, 9/1/14     182,400    
  30     11.875%, 9/1/16     12,150    
West Corp.      
  380     9.50%, 10/15/14     209,000    
            $ 1,208,300    
Cable and Satellite Television — 0.1%      
Cablevision Systems Corp., Sr. Notes, Series B      
$ 140     8.00%, 4/15/12   $ 118,475    
Kabel Deutschland GmbH      
  190     10.625%, 7/1/14     160,550    
Mediacom Broadband Group Corp., LLC, Sr. Notes      
  120     8.50%, 10/15/15     89,400    
National Cable PLC      
  40     8.75%, 4/15/14     28,200    
            $ 396,625    
Chemicals and Plastics — 0.2%      
CII Carbon, LLC      
$ 185     11.125%, 11/15/15(6)   $ 171,125    
Nova Chemicals Corp., Sr. Notes, Variable Rate      
  195     5.953%, 11/15/13     131,625    
Reichhold Industries, Inc., Sr. Notes      
  445     9.00%, 8/15/14(6)     389,375    
Solo Cup Co.      
  25     8.50%, 2/15/14     16,875    
            $ 709,000    
Clothing / Textiles — 0.4%      
Levi Strauss & Co., Sr. Notes      
$ 535     9.75%, 1/15/15   $ 377,175    
  75     8.875%, 4/1/16     49,500    

 

See notes to financial statements
17



Eaton Vance Senior Floating-Rate Trust as of October 31, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount
(000's omitted)
  Security   Value  
Clothing / Textiles (continued)      
Oxford Industries, Inc., Sr. Notes      
$ 790     8.875%, 6/1/11   $ 651,750    
Perry Ellis International, Inc., Sr. Sub. Notes      
  360     8.875%, 9/15/13     279,000    
            $ 1,357,425    
Commercial Services — 0.1%      
Environmental System Products Holdings, Inc., Jr. Notes (PIK)      
$ 3,366     18.00%, 3/31/15(4)   $ 269,280    
            $ 269,280    
Conglomerates — 0.1%      
RBS Global & Rexnord Corp.      
$ 175     9.50%, 8/1/14   $ 121,625    
  155     11.75%, 8/1/16     102,300    
            $ 223,925    
Containers and Glass Products — 0.9%      
Berry Plastics Corp., Sr. Notes, Variable Rate      
$ 2,000     9.503%, 2/15/15   $ 1,510,000    
Intertape Polymer US, Inc., Sr. Sub. Notes      
  310     8.50%, 8/1/14     249,550    
Pliant Corp. (PIK)      
  1,438     11.625%, 6/15/09     1,007,670    
Smurfit-Stone Container Enterprises, Inc., Sr. Notes      
  425     8.00%, 3/15/17     210,375    
Stone Container Corp., Sr. Notes      
  80     8.375%, 7/1/12     41,200    
            $ 3,018,795    
Ecological Services and Equipment — 0.1%      
Waste Services, Inc., Sr. Sub. Notes      
$ 440     9.50%, 4/15/14   $ 354,200    
            $ 354,200    
Electronics / Electrical — 0.3%      
Advanced Micro Devices, Inc., Sr. Notes      
$ 220     7.75%, 11/1/12   $ 139,150    
Amkor Technologies, Inc., Sr. Notes      
  40     7.125%, 3/15/11     29,550    
  50     7.75%, 5/15/13     31,188    
  190     9.25%, 6/1/16     114,000    

 

Principal
Amount
(000's omitted)
  Security   Value  
Avago Technologies Finance      
$ 170     10.125%, 12/1/13   $ 143,650    
  215     11.875%, 12/1/15     175,225    
First Data Corp.      
  230     9.875%, 9/24/15     148,350    
NXP BV/NXP Funding, LLC, Variable Rate      
  775     7.503%, 10/15/13     343,906    
            $ 1,125,019    
Equipment Leasing — 0.0%      
Hertz Corp.      
$ 25     8.875%, 1/1/14   $ 18,375    
            $ 18,375    
Financial Intermediaries — 0.4%      
Ford Motor Credit Co.      
$ 345     7.375%, 10/28/09   $ 286,446    
Ford Motor Credit Co., Sr. Notes      
  440     5.70%, 1/15/10     326,693    
  415     7.875%, 6/15/10     278,922    
  15     9.875%, 8/10/11     9,457    
  480     12.00%, 5/15/15     305,134    
General Motors Acceptance Corp., Variable Rate      
  110     4.054%, 5/15/09     95,867    
            $ 1,302,519    
Food Products — 0.1%      
ASG Consolidated, LLC/ASG Finance, Inc., Sr. Disc. Notes      
$ 520     11.50%, (0.00% until 11/1/08), 11/1/11   $ 452,400    
            $ 452,400    
Food Service — 0.2%      
Aramark Services, Inc.      
$ 135     8.50%, 2/1/15   $ 116,100    
El Pollo Loco, Inc.      
  370     11.75%, 11/15/13     305,250    
NPC International, Inc., Sr. Sub. Notes      
  340     9.50%, 5/1/14     212,500    
            $ 633,850    

 

See notes to financial statements
18



Eaton Vance Senior Floating-Rate Trust as of October 31, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount
(000's omitted)
  Security   Value  
Food / Drug Retailers — 0.2%      
General Nutrition Center, Sr. Notes, Variable Rate (PIK)      
$ 665     7.584%, 3/15/14   $ 415,625    
General Nutrition Center, Sr. Sub. Notes      
  385     10.75%, 3/15/15     240,625    
            $ 656,250    
Forest Products — 0.3%      
Georgia-Pacific Corp.      
$ 5     9.50%, 12/1/11   $ 4,300    
Jefferson Smurfit Corp., Sr. Notes      
  200     8.25%, 10/1/12     103,000    
  75     7.50%, 6/1/13     37,875    
NewPage Corp.      
  520     10.00%, 5/1/12     356,200    
  345     12.00%, 5/1/13     205,275    
NewPage Corp., Variable Rate      
  135     9.051%, 5/1/12     95,175    
Verso Paper Holdings, LLC/Verso Paper, Inc.      
  265     11.375%, 8/1/16     107,325    
            $ 909,150    
Healthcare — 0.8%      
Accellent, Inc.      
$ 285     10.50%, 12/1/13   $ 212,325    
Advanced Medical Optics, Inc., Sr. Sub. Notes      
  70     7.50%, 5/1/17     46,550    
AMR HoldCo, Inc./EmCare HoldCo, Inc., Sr. Sub. Notes      
  325     10.00%, 2/15/15     313,625    
DJO Finance, LLC/DJO Finance Corp.      
  190     10.875%, 11/15/14     153,900    
HCA, Inc.      
  135     9.125%, 11/15/14     116,437    
  395     9.25%, 11/15/16     336,737    
MultiPlan Inc., Sr. Sub. Notes      
  485     10.375%, 4/15/16(6)     448,625    
National Mentor Holdings, Inc.      
  315     11.25%, 7/1/14     291,375    
Res-Care, Inc., Sr. Notes      
  195     7.75%, 10/15/13     176,475    
US Oncology, Inc.      
  265     9.00%, 8/15/12     221,275    
  515     10.75%, 8/15/14     404,275    
            $ 2,721,599    

 

Principal
Amount
(000's omitted)
  Security   Value  
Home Furnishings — 0.0%      
Interline Brands, Inc., Sr. Sub. Notes      
$ 115     8.125%, 6/15/14   $ 89,125    
            $ 89,125    
Industrial Equipment — 0.1%      
Chart Industries, Inc., Sr. Sub. Notes      
$ 195     9.125%, 10/15/15   $ 162,825    
ESCO Corp., Sr. Notes      
  145     8.625%, 12/15/13(6)     116,725    
ESCO Corp., Sr. Notes, Variable Rate      
  145     6.694%, 12/15/13(6)     110,925    
            $ 390,475    
Insurance — 0.0%      
Alliant Holdings I, Inc.      
$ 100     11.00%, 5/1/15(6)   $ 81,500    
            $ 81,500    
Leisure Goods / Activities / Movies — 0.3%      
Bombardier, Inc., Sr. Notes      
$ 130     8.00%, 11/15/14(6)   $ 111,800    
HRP Myrtle Beach Operations, LLC/HRP Myrtle Beach Capital Corp.      
  195     12.50%, 4/1/13(3)(6)     39,000    
HRP Myrtle Beach Operations, LLC/
HRP Myrtle Beach Capital Corp., Variable Rate
     
  360     0.00%, 4/1/12(3)(6)     162,900    
Marquee Holdings, Inc., Sr. Disc. Notes      
  665     9.505%, 8/15/14     402,325    
Royal Caribbean Cruises, Sr. Notes      
  95     7.00%, 6/15/13     66,500    
  35     6.875%, 12/1/13     23,625    
  25     7.25%, 6/15/16     16,125    
  50     7.25%, 3/15/18     32,250    
Ticketmaster, Sr. Notes      
  185     10.75%, 8/1/16(6)     156,325    
Universal City Development Partners, Sr. Notes      
  240     11.75%, 4/1/10     192,600    
            $ 1,203,450    
Lodging and Casinos — 0.9%      
Buffalo Thunder Development Authority      
$ 480     9.375%, 12/15/14(6)   $ 170,400    
CCM Merger, Inc.      
  325     8.00%, 8/1/13(6)     193,375    

 

See notes to financial statements
19



Eaton Vance Senior Floating-Rate Trust as of October 31, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount
(000's omitted)
  Security   Value  
Lodging and Casinos (continued)      
Chukchansi EDA, Sr. Notes, Variable Rate      
$ 280     6.328%, 11/15/12(6)   $ 149,800    
Fontainebleau Las Vegas Casino, LLC      
  485     10.25%, 6/15/15(6)     67,900    
Galaxy Entertainment Finance      
  300     9.875%, 12/15/12(6)     115,500    
Greektown Holdings, LLC, Sr. Notes      
  95     10.75%, 12/1/13(3)(6)     20,900    
Host Hotels and Resorts, LP, Sr. Notes      
  240     6.75%, 6/1/16     175,200    
Indianapolis Downs, LLC & Capital Corp., Sr. Notes      
  165     11.00%, 11/1/12(6)     83,325    
Inn of the Mountain Gods, Sr. Notes      
  500     12.00%, 11/15/10     222,500    
Majestic HoldCo, LLC      
  140     12.50%, 10/15/11(6)     875    
MGM Mirage, Inc.      
  20     7.50%, 6/1/16     11,900    
Mohegan Tribal Gaming Authority, Sr. Sub. Notes      
  140     8.00%, 4/1/12     103,600    
  215     7.125%, 8/15/14     130,075    
  230     6.875%, 2/15/15     134,550    
OED Corp./Diamond Jo, LLC      
  475     8.75%, 4/15/12     331,312    
Pinnacle Entertainment, Inc., Sr. Sub. Notes      
  25     8.25%, 3/15/12     17,437    
  140     7.50%, 6/15/15     88,200    
Pokagon Gaming Authority, Sr. Notes      
  102     10.375%, 6/15/14(6)     93,330    
San Pasqual Casino      
  110     8.00%, 9/15/13(6)     85,250    
Scientific Games Corp.      
  60     7.875%, 6/15/16(6)     46,200    
Seminole Hard Rock Entertainment, Variable Rate      
  175     5.319%, 3/15/14(6)     116,375    
Trump Entertainment Resorts, Inc.      
  70     8.50%, 6/1/15(3)     18,375    
Tunica-Biloxi Gaming Authority, Sr. Notes      
  310     9.00%, 11/15/15(6)     272,025    
Waterford Gaming, LLC, Sr. Notes      
  307     8.625%, 9/15/14(6)     216,315    
Wynn Las Vegas, LLC      
  390     6.625%, 12/1/14     289,575    
            $ 3,154,294    

 

Principal
Amount
(000's omitted)
  Security   Value  
Nonferrous Metals / Minerals — 0.3%      
Aleris International, Inc., Sr. Notes      
$ 490     9.00%, 12/15/14   $ 171,500    
FMG Finance PTY, Ltd.      
  675     10.625%, 9/1/16(6)     465,750    
Freeport-McMoran C and G, Sr. Notes      
  195     8.375%, 4/1/17     153,287    
            $ 790,537    
Oil and Gas — 1.0%      
Allis-Chalmers Energy, Inc., Sr. Notes      
$ 425     9.00%, 1/15/14   $ 278,375    
Cimarex Energy Co., Sr. Notes      
  120     7.125%, 5/1/17     96,600    
Clayton Williams Energy, Inc.      
  175     7.75%, 8/1/13     108,500    
Compton Pet Finance Corp.      
  360     7.625%, 12/1/13     210,600    
Denbury Resources, Inc., Sr. Sub. Notes      
  50     7.50%, 12/15/15     35,000    
El Paso Corp., Sr. Notes      
  225     9.625%, 5/15/12     205,047    
Encore Acquisition Co., Sr. Sub. Notes      
  155     7.25%, 12/1/17     102,688    
Forbes Energy Services, Sr. Notes      
  310     11.00%, 2/15/15     217,000    
OPTI Canada, Inc., Sr. Notes      
  95     7.875%, 12/15/14     57,475    
  180     8.25%, 12/15/14     108,000    
Parker Drilling Co., Sr. Notes      
  100     9.625%, 10/1/13     84,000    
Petrohawk Energy Corp., Sr. Notes      
  795     9.125%, 7/15/13     616,125    
  120     7.875%, 6/1/15(6)     81,900    
Petroleum Development Corp., Sr. Notes      
  115     12.00%, 2/15/18     89,125    
Petroplus Finance, Ltd.      
  465     7.00%, 5/1/17(6)     306,900    
Plains Exploration & Production Co.      
  175     7.00%, 3/15/17     115,500    
Quicksilver Resources, Inc.      
  25     8.25%, 8/1/15     17,500    
  290     7.125%, 4/1/16     187,050    
Sandridge Energy, Inc., Sr. Notes      
  290     8.00%, 6/1/18(6)     194,300    
SemGroup L.P., Sr. Notes      
  540     8.75%, 11/15/15(3)(6)     35,100    

 

See notes to financial statements
20



Eaton Vance Senior Floating-Rate Trust as of October 31, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount
(000's omitted)
  Security   Value  
Oil and Gas (continued)      
SESI, LLC, Sr. Notes      
$ 60     6.875%, 6/1/14   $ 50,700    
Stewart & Stevenson, LLC, Sr. Notes      
  415     10.00%, 7/15/14     313,325    
VeraSun Energy Corp.      
  105     9.875%, 12/15/12     43,575    
            $ 3,554,385    
Publishing — 0.2%      
Dex Media West/Finance, Series B      
$ 112     9.875%, 8/15/13   $ 42,280    
Harland Clarke Holdings      
  70     9.50%, 5/15/15     33,950    
Nielsen Finance, LLC      
  620     10.00%, 8/1/14     452,600    
  145     12.50%, (0.00% until 8/1/11), 8/1/16     56,550    
Reader's Digest Association, Inc. (The), Sr. Sub. Notes      
  595     9.00%, 2/15/17     171,063    
            $ 756,443    
Rail Industries — 0.2%      
American Railcar Industry, Sr. Notes      
$ 175     7.50%, 3/1/14   $ 139,125    
Kansas City Southern Mexico, Sr. Notes      
  280     7.625%, 12/1/13     220,500    
  100     7.375%, 6/1/14     78,750    
  190     8.00%, 6/1/15     157,225    
            $ 595,600    
Retailers (Except Food and Drug) — 0.4%      
Amscan Holdings, Inc., Sr. Sub. Notes      
$ 400     8.75%, 5/1/14   $ 262,000    
Neiman Marcus Group, Inc.      
  515     9.00%, 10/15/15     355,350    
  190     10.375%, 10/15/15     127,300    
Sally Holdings, LLC      
  40     9.25%, 11/15/14     32,200    
Toys "R" Us      
  225     7.375%, 10/15/18     118,125    
Yankee Acquisition Corp., Series B      
  545     8.50%, 2/15/15     310,650    
            $ 1,205,625    

 

Principal
Amount
(000's omitted)
  Security   Value  
Steel — 0.1%      
RathGibson, Inc., Sr. Notes      
$ 445     11.25%, 2/15/14   $ 302,600    
Steel Dynamics, Inc., Sr. Notes      
  205     7.375%, 11/1/12     153,494    
            $ 456,094    
Surface Transport — 0.1%      
CEVA Group, PLC, Sr. Notes      
$ 210     10.00%, 9/1/14(6)   $ 152,250    
            $ 152,250    
Telecommunications — 0.6%      
Centennial Cellular Operating Co./
Centennial Communication Corp., Sr. Notes
     
$ 195     10.125%, 6/15/13   $ 173,550    
Digicel Group, Ltd., Sr. Notes      
  300     9.25%, 9/1/12(6)     235,500    
  215     8.875%, 1/15/15(6)     121,475    
  667     9.125%, 1/15/15(6)     376,855    
Nortel Networks, Ltd.      
  520     10.75%, 7/15/16(6)     276,900    
Qwest Corp., Sr. Notes, Variable Rate      
  925     6.069%, 6/15/13     675,250    
Windstream Corp., Sr. Notes      
  190     8.125%, 8/1/13     157,225    
  60     8.625%, 8/1/16     45,600    
Windstream Regatta Holdings, Inc., Sr. Sub. Notes      
  90     11.00%, 12/1/17(6)     42,750    
            $ 2,105,105    
Utilities — 0.2%      
AES Corp.      
$ 55     8.00%, 10/15/17   $ 42,625    
Dynegy Holdings, Inc., Sr. Notes      
  30     7.75%, 6/1/19     20,250    
Edison Mission Energy, Sr. Notes      
  25     7.50%, 6/15/13     21,188    
NGC Corp.      
  390     7.625%, 10/15/26     177,450    
NRG Energy, Inc.      
  165     7.25%, 2/1/14     144,788    
  355     7.375%, 1/15/17     307,963    

 

See notes to financial statements
21



Eaton Vance Senior Floating-Rate Trust as of October 31, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount
(000's omitted)
  Security   Value  
Utilities (continued)      
Reliant Energy, Inc., Sr. Notes      
$ 20     7.625%, 6/15/14   $ 15,500    
            $ 729,764    
Total Corporate Bonds & Notes
(identified cost $49,494,353)
  $ 33,563,902    
Asset Backed Securities — 1.2%      
Principal
Amount
(000's omitted)
  Security   Value  
$ 607     Alzette European CLO SA, Series 2004-1A, Class E2,
11.86%, 12/15/20(6)(7)
  $ 429,392    
  760     Avalon Capital Ltd. 3, Series 1A, Class D,
4.761%, 2/24/19(6)(7)
    297,388    
  1,000     Babson Ltd., Series 2005-1A, Class C1,
6.703%, 4/15/19(6)(7)
    344,200    
  1,000     Bryant Park CDO Ltd., Series 2005-1A, Class C,
6.803%, 1/15/19(6)(7)
    360,200    
  1,000     Carlyle High Yield Partners, Series 2004-6A, Class C,
5.253%, 8/11/16(6)(7)
    409,600    
  1,000     Centurion CDO 8 Ltd., Series 2005-8A, Class D,
8.315%, 3/8/17(7)
    438,500    
  750     Centurion CDO 9 Ltd., Series 2005-9A, Class D1,
9.30%, 7/17/19(6)(7)
    229,050    
  750     Comstock Funding Ltd., Series 2006-1A, Class D,
6.899%, 5/30/20(6)(7)
    205,800    
  1,500     Dryden Leveraged Loan, Series 2004-6A, Class C1,
5.346%, 7/30/16(6)(7)
    554,700    
  1,000     First CLO, Ltd., Series 2004- 1A1, Class C,
5.207%, 7/27/16(6)(7)
    406,700    
  1,000     Schiller Park CLO Ltd., Series 2007-1A, Class D,
4.67%, 4/25/21(6)(7)
    288,200    
Total Asset Backed Securities
(identified cost $10,121,764)
  $ 3,963,730    

 

Convertible Preferred Stocks — 0.0%      
Shares   Security   Value  
Telecommunications — 0.0%      
  484     Crown Castle International Corp., 6.25% (PIK)   $ 18,120    
Total Convertible Preferred Stocks
(identified cost $23,003)
  $ 18,120    
Common Stocks — 0.0%      
Shares   Security   Value  
Commercial Services — 0.0%      
  6,211     Environmental Systems Products Holdings, Inc.(4)(8)(9)   $ 0    
Total Common Stocks
(identified cost $0)
  $ 0    
Preferred Stocks — 0.0%      
Shares   Security   Value  
Commercial Services — 0.0%      
  2,845     Environmental Systems Products Holdings, Inc.,
Series A(4)(8)(9)
  $ 65,350    
Total Preferred Stocks
(identified cost $49,788)
  $ 65,350    
Miscellaneous — 0.0%      
Shares   Security   Value  
  1,000,000     Delta Air Lines, Inc., Escrow Certificate(8)   $ 23,750    
Total Miscellaneous
(identified cost $0)
  $ 23,750    

 

See notes to financial statements
22



Eaton Vance Senior Floating-Rate Trust as of October 31, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Short-Term Investments — 2.4%  
Interest
(000's omitted)
  Description   Value  
$ 8,296     Cash Management Portfolio, 1.90%(10)   $ 8,296,200    
Total Short-Term Investments
(identified cost $8,296,200)
  $ 8,296,200    
Total Investments — 180.2%
(identified cost $859,277,257)
  $ 616,953,183    
Less Unfunded Loan
Commitments — (1.1)%
  $ (3,608,860 )  
Net Investments — 179.1%
(identified cost $855,668,397)
  $ 613,344,323    
Other Assets, Less Liabilities — (40.7)%   $ (139,355,781 )  
Auction Preferred Shares Plus Cumulative
Unpaid Dividends — (38.4)%
  $ (131,531,342 )  
Net Assets Applicable to
Common Shares — 100.0%
  $ 342,457,200    

 

DIP - Debtor in Possession

PIK - Payment In Kind

REIT - Real Estate Investment Trust

EUR - Euro

GBP - British Pound Sterling

*  In U.S. dollars unless otherwise indicated.

(1)  Senior floating-rate interests (Senior Loans) often require prepayments from excess cash flows or permit the borrowers to repay at their election. The degree to which borrowers repay, whether as a contractual requirement or at their election, cannot be predicted with accuracy. As a result, the actual remaining maturity may be substantially less than the stated maturities shown. However, Senior Loans will have an expected average life of approximately two to four years. The stated interest rate represents the weighted average interest rate of all contracts within the senior loan facility. Senior Loans typically have rates of interest which are redetermined either daily, monthly, quarterly or semi-annually by reference to a base lending rate, plus a premium. These base lending rates are primarily the London-Interbank Offered Rate ("LIBOR"), and secondarily the prime rate offered by one or more major United States banks (the "Prime Rate") and the certificate of deposit ("CD") rate or other base lending rates used by commercial lenders.

(2)  Unfunded or partially unfunded loan commitments. See Note 1G for description.

(3)  Defaulted security. Currently the issuer is in default with respect to interest payments.

(4)  Security valued at fair value using methods determined in good faith by or at the direction of the Trustees.

(5)  This Senior Loan will settle after October 31, 2008, at which time the interest rate will be determined.

(6)  Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in transactions exempt from registration, normally to qualified institutional buyers. At October 31, 2008, the aggregate value of the securities is $9,825,580 or 2.9% of the Trust's net assets.

(7)  Variable rate security. The stated interest rate represents the rate in effect at October 31, 2008.

(8)  Non-income producing security.

(9)  Restricted security.

(10)  Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of October 31, 2008.

See notes to financial statements
23




Eaton Vance Senior Floating-Rate Trust as of October 31, 2008

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2008

Assets  
Unaffiliated investments, at value (identified cost, $847,372,197)   $ 605,048,123    
Affiliated investment, at value (identified cost, $8,296,200)     8,296,200    
Cash     3,021,349    
Foreign currency, at value (identified cost, $58,738)     57,678    
Receivable for investments sold     6,901,690    
Dividends and interest receivable     6,174,722    
Interest receivable from affiliated investment     12,441    
Receivable for closed swap contracts (net of unrealized depreciation of $8,978)     2,022    
Receivable for open forward foreign currency contracts     777,274    
Prepaid expenses     2,391,647    
Total assets   $ 632,683,146    
Liabilities  
Notes payable   $ 154,200,000    
Payable for investments purchased     3,001,722    
Payable to affiliate for investment adviser fee     369,006    
Payable to affiliate for Trustees' fees     1,603    
Accrued expenses     1,122,273    
Total liabilities   $ 158,694,604    
Auction preferred shares (5,252 shares outstanding)
at liquidation value plus cumulative unpaid dividends
  $ 131,531,342    
Net assets applicable to common shares   $ 342,457,200    
Sources of Net Assets  
Common shares, $0.01 par value, unlimited number of shares
authorized, 33,600,821 shares issued and outstanding
  $ 336,008    
Additional paid-in capital     662,045,027    
Accumulated net realized loss (computed on the basis of identified cost)     (78,504,444 )  
Net unrealized depreciation (computed on the basis of identified cost)     (241,419,391 )  
Net assets applicable to common shares   $ 342,457,200    
Net Asset Value Per Common Share  
($342,457,200 ÷ 33,600,821 common shares issued and outstanding)   $ 10.19    

 

Statement of Operations

For the Year Ended
October 31, 2008

Investment Income  
Interest   $ 65,841,150    
Dividends     1,053,291    
Interest income allocated from affiliated investment     456,779    
Expenses allocated from affiliated investment     (63,646 )  
Total investment income   $ 67,287,574    
Expenses  
Investment adviser fee   $ 6,806,670    
Trustees' fees and expenses     20,400    
Preferred shares service fee     598,515    
Legal and accounting services     273,550    
Custodian fee     225,402    
Printing and postage     144,568    
Transfer and dividend disbursing agent fees     30,308    
Interest expense and fees     5,188,310    
Miscellaneous     135,053    
Total expenses   $ 13,422,776    
Deduct —
Reduction of investment adviser fee
  $ 2,074,576    
Reduction of custodian fee     1,377    
Total expense reductions   $ 2,075,953    
Net expenses   $ 11,346,823    
Net investment income   $ 55,940,751    
Realized and Unrealized Gain (Loss)  
Net realized gain (loss) —
Investment transactions (identified cost basis)
  $ (43,985,963 )  
Swap contracts     32,644    
Foreign currency and forward foreign currency exchange
contract transactions
    7,482,710    
Net realized loss   $ (36,470,609 )  
Change in unrealized appreciation (depreciation) —
Investments (identified cost basis)
  $ (221,958,145 )  
Swap contracts     (58,375 )  
Foreign currency and forward foreign currency exchange contracts     1,493,674    
Net change in unrealized appreciation (depreciation)   $ (220,522,846 )  
Net realized and unrealized loss   $ (256,993,455 )  
Distributions to preferred shareholders  
From net investment income     (12,333,061 )  
Net decrease in net assets from operations   $ (213,385,765 )  

 

See notes to financial statements
24



Eaton Vance Senior Floating-Rate Trust as of October 31, 2008

FINANCIAL STATEMENTS CONT'D

Statements of Changes in Net Assets

Increase (Decrease)
in Net Assets
  Year Ended
October 31, 2008
  Year Ended
October 31, 2007
 
From operations —
Net investment income
  $ 55,940,751     $ 73,053,413    
Net realized loss from investment
transactions, swap contracts, and 
foreign currency and forward foreign  
currency exchange contract transactions
    (36,470,609 )     (4,840,013 )  
Net change in unrealized appreciation
(depreciation) of investments,  
swap contracts, and foreign currency  
and forward foreign currency  
exchange contracts
    (220,522,846 )     (24,014,466 )  
Distributions to preferred shareholders from
net investment income
    (12,333,061 )     (21,281,589 )  
Net increase (decrease) in net assets
from operations
  $ (213,385,765 )   $ 22,917,345    
Distributions to common shareholders —
From net investment income
  $ (38,359,137 )   $ (51,735,131 )  
Tax return of capital     (4,011,498 )     (1,005,278 )  
Total distributions to common shareholders   $ (42,370,635 )   $ (52,740,409 )  
Capital share transactions —
Reinvestment of distributions to
common shareholders
  $     $ 2,111,209    
Total increase in net assets from capital
share transactions
  $     $ 2,111,209    
Net decrease in net assets   $ (255,756,400 )   $ (27,711,855 )  
Net Assets Applicable to
Common Shares
 
At beginning of year   $ 598,213,600     $ 625,925,455    
At end of year   $ 342,457,200     $ 598,213,600    

 

Statement of Cash Flows

Cash Flows From Operating Activities   Year Ended
October 31, 2008
 
Net decrease in net assets from operations   $ (213,385,765 )  
Distributions to preferred shareholders     12,333,061    
Net decrease in net assets from operations
excluding distributions to preferred shareholders
  $ (201,052,704 )  
Adjustments to reconcile net decrease in net assets from
operations to net cash provided by (used in) operating activities:
 
Investments purchased     (191,193,534 )  
Investments sold and principal repayments     310,711,073    
Decrease in short-term investments, net     2,778,454    
Net amortization of premium (discount)     (1,528,781 )  
Amortization of structuring fee on notes payable     287,732    
Increase in receivable for investments sold     (4,993,512 )  
Decrease in dividends and interest receivable     2,664,419    
Decrease in interest receivable from affiliated investment     44,559    
Decrease in receivable for open swap contracts     49,397    
Increase in receivable for closed swap contracts     (2,022 )  
Increase in receivable for open forward foreign currency contracts     (777,256 )  
Decrease in prepaid expenses     24,598    
Decrease in payable to affiliate for investment adviser fee     (136,720 )  
Decrease in payable to affiliate for Trustees' fees     (499 )  
Decrease in payable for investments purchased     (14,550,952 )  
Decrease in payable for open forward foreign currency contracts     (453,291 )  
Decrease in unfunded loan commitments     (5,291,960 )  
Increase in accrued expenses     783,401    
Net change in unrealized (appreciation) depreciation on investments     221,958,145    
Net realized (gain) loss on investments     43,985,963    
Net cash provided by operating activities   $ 163,306,510    
Cash Flows From Financing Activities  
Cash distributions paid to common shareholders, net of reinvestments   $ (42,370,635 )  
Liquidation of auction preferred shares     (262,700,000 )  
Distributions to preferred shareholders     (12,777,363 )  
Proceeds from notes payable     262,700,000    
Repayments of notes payable     (108,500,000 )  
Payment of structuring fee on notes payable     (2,627,000 )  
Net cash used in financing activities   $ (166,274,998 )  
Net decrease in cash   $ (2,968,488 )  
Cash at beginning of year(1)    $ 6,047,515    
Cash at end of year(1)    $ 3,079,027    
Supplemental disclosure of
cash flow information:
 
Cash paid for interest and fees on borrowings   $ 4,520,569    

 

(1)  Balance includes foreign currency, at value.

See notes to financial statements
25




Eaton Vance Senior Floating-Rate Trust as of October 31, 2008

FINANCIAL STATEMENTS CONT'D

Financial Highlights

Selected data for a common share outstanding during the periods stated

    Year Ended October 31,   Period Ended  
    2008   2007   2006   2005   October 31, 2004(1)   
Net asset value — Beginning of period (Common shares)   $ 17.800     $ 18.690     $ 18.740     $ 18.970     $ 19.100 (3)   
Income (loss) from operations  
Net investment income(2)   $ 1.665     $ 2.177     $ 2.053     $ 1.547     $ 0.968    
Net realized and unrealized gain (loss)     (7.647 )     (0.861 )     (0.026 )     (0.193 )     0.080    
Distributions to preferred shareholders from net investment income(2)     (0.367 )     (0.634 )     (0.558 )     (0.354 )     (0.132 )  
Total income (loss) from operations   $ (6.349 )   $ 0.682     $ 1.469     $ 1.000     $ 0.916    
Less distributions to common shareholders  
From net investment income   $ (1.142 )   $ (1.542 )   $ (1.519 )   $ (1.230 )   $ (0.900 )  
Tax return of capital     (0.119 )     (0.030 )                    
Total distributions to common shareholders   $ (1.261 )   $ (1.572 )   $ (1.519 )   $ (1.230 )   $ (0.900 )  
Preferred and Common shares offering costs charged to paid-in capital(2)    $     $     $     $     $ (0.027 )  
Preferred shares underwriting discounts(2)    $     $     $     $     $ (0.119 )  
Net asset value — End of period (Common shares)   $ 10.190     $ 17.800     $ 18.690     $ 18.740     $ 18.970    
Market value — End of period (Common shares)   $ 9.480     $ 16.200     $ 18.240     $ 17.210     $ 19.940    
Total Investment Return on Net Asset Value(4)      (37.33 )%     3.93 %     8.47 %     5.57 %     4.13 %(5)(14)   
Total Investment Return on Market Value(4)      (35.90 )%     (3.13 )%     15.27 %     (7.77 )%     9.45 %(5)(14)   

 

See notes to financial statements
26



Eaton Vance Senior Floating-Rate Trust as of October 31, 2008

FINANCIAL STATEMENTS CONT'D

Financial Highlights

Selected data for a common share outstanding during the periods stated

    Year Ended October 31,   Period Ended  
    2008   2007   2006   2005   October 31, 2004(1)   
Ratios/Supplemental Data  
Net assets applicable to common shares, end of period (000's omitted)   $ 342,457     $ 598,214     $ 625,925     $ 627,586     $ 633,584    
Ratios (As a percentage of average daily net assets applicable to common shares):(6)  
Expenses before custodian fee reduction excluding interest and fees(7)     1.18 %     1.18 %     1.17 %     1.16 %     1.08 %(8)  
Interest and fee expense(12)     0.99 %                          
Total expenses     2.17 %     1.18 %     1.17 %     1.16 %     1.08 %(8)  
Net investment income     10.66 %     11.79 %     10.95 %     8.18 %     5.51 %(8)  
Portfolio Turnover     21 %     58 %     51 %     64 %     95 %(14)  

 

The ratios reported above are based on net assets applicable solely to common shares. The ratios based on net assets, including amounts related to preferred shares and borrowings, are as follows:

Ratios (As a percentage of average daily net assets applicable to common shares
plus preferred shares and borrowings):(6)
 
Expenses before custodian fee reduction excluding interest and fees(7)     0.68 %     0.72 %     0.72 %     0.72 %     0.71 %(8)  
Interest and fee expense(12)     0.57 %                          
Total expenses     1.25 %     0.72 %     0.72 %     0.72 %     0.71 %(8)  
Net investment income     6.12 %     7.21 %     6.73 %     5.04 %     3.63 %(8)  
Senior Securities:  
Total notes payable outstanding (in 000's)   $ 154,200     $     $     $     $    
Asset coverage per $1,000 of notes payable(13)   $ 4,074     $     $     $     $    
Total preferred shares outstanding     5,252       15,760       15,760       15,760       15,760    
Asset coverage per preferred share   $ 55,060 (9)    $ 63,001 (11)    $ 64,753 (11)    $ 64,853 (11)    $ 65,223 (11)   
Involuntary liquidation preference per preferred share(10)   $ 25,000     $ 25,000     $ 25,000     $ 25,000     $ 25,000    
Approximate market value per preferred share(10)   $ 25,000     $ 25,000     $ 25,000     $ 25,000     $ 25,000    

 

(1)  For the period from the start of business, November 28, 2003, to October 31, 2004.

(2)  Computed using average common shares outstanding.

(3)  Net asset value at beginning of period reflects the deduction of the sales load of $0.90 per share paid by the shareholder from the $20.00 offering price.

(4)  Returns are historical and are calculated by determining the percentage change in net asset value or market value with all distributions reinvested.

(5)  Total investment return on net asset value is calculated assuming a purchase at the offering price of $20.00 less the sales load of $0.90 per share paid by the shareholder on the first day and a sale at the net asset value on the last day of the period reported with all distributions reinvested. Total investment return on market value is calculated assuming a purchase at the offering price of $20.00 less the sales load of $0.90 per share paid by the shareholder on the first day and a sale at the current market price on the last day of the period reported with all distributions reinvested.

(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%.

(8)  Annualized.

(9)  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 220% at October 31, 2008.

(10)  Plus accumulated and unpaid dividends.

(11)  Calculated by subtracting the Trust's total liabilities (not including the preferred shares) from the Trust's total assets, and dividing the result by the number of preferred shares outstanding.

(12)  Interest and fee expense relates to the notes payable incurred to partially redeem the Trust's APS (see Note 10).

(13)  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.

(14)  Not annualized.

See notes to financial statements
27




Eaton Vance Senior Floating-Rate Trust as of October 31, 2008

NOTES TO FINANCIAL STATEMENTS

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 goal.

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.

A  Investment Valuation — 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 an independent 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 following valuation techniques: (i) a matrix pricing approach that considers the yield on the Senior Loan relative to yields on other loan interests issued by companies of comparable credit quality; (ii) a comparison of the value of the borrower's outstanding equity and debt to that of comparable public companies; (iii) a discounted cash flow analysis; or (iv) 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 are valued in the same manner as Senior Loans.

Debt obligations, including listed securities and securities for which quotations are available, will normally be valued on the basis of market quotations provided by independent pricing services. The pricing services consider various factors relating to bonds and/or market transactions to determine market value. Short-term debt securities with a remaining maturity of sixty days or less are valued at amortized cost, which approximates market value. If short-term debt securities are acquired with a remaining maturity of more than sixty days, they will be valued by a pricing service.

Equity securities listed on a U.S. securities exchange generally are valued at the last sale price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore 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 asked prices or, in the case of preferred equity securities that are not listed or traded in the over-the-counter market, by an independent pricing service. Forward foreign currency exchange contracts are generally valued using prices supplied by a pricing vendor or dealers. Credit default swaps are valued by a broker-dealer (usually the counterparty to the agreement). Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by an independent quotation service. The independent service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. Investments for which valuations or market quotations are not readily available are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Trust considering relevant factors, data and information including the market value of freely tradable securities of the same class in the principal market on which such securities are normally traded.


28



Eaton Vance Senior Floating-Rate Trust as of October 31, 2008

NOTES TO FINANCIAL STATEMENTS CONT'D

The Trust may invest in Cash Management Portfolio (Cash Management), an affiliated investment company managed by Boston Management and Research (BMR), a subsidiary of Eaton Vance Management (EVM). Cash Management values its investment securities utilizing the amortized cost valuation technique permitted by Rule 2a-7 of the 1940 Act, pursuant to which Cash Management must comply with certain conditions. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Management may value its investment securities based on available market quotations provided by a pricing service.

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.

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.

At October 31, 2008, the Trust, for federal income tax purposes, had a capital loss carryforward of $78,071,272 which will 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 will 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. Such capital loss carryforward will expire on October 31, 2012 ($5,860,075), October 31, 2013 ($4,807,956), October 31, 2014 ($1,142,602), October 31, 2015 ($2,782,217) and October 31, 2016 ($63,478,422).

As of October 31, 2008, the Trust had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Trust's federal tax returns filed in the 3-year period ended October 31, 2008 remains subject to examination by the Internal Revenue Service.

E  Expense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Trust. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Trust maintains with SSBT. All credit balances, if any, used to reduce the Trust's custodian fees are reported as a reduction of expenses in the Statement of Operations.

F  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.

G  Unfunded Loan Commitments — The Trust may enter into certain credit agreements all or a portion of which may be unfunded. The Trust is obligated to fund these commitments at the borrower's discretion. The commitments are disclosed in the accompanying Portfolio of Investments.

H  Use of Estimates — The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America 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.

I  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, and shareholders are indemnified against personal


29



Eaton Vance Senior Floating-Rate Trust as of October 31, 2008

NOTES TO FINANCIAL STATEMENTS CONT'D

liability for the obligations of the Trust. 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.

J  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 Trust may enter into forward contracts for hedging purposes as well as non-hedging purposes. The forward foreign currency exchange contract is adjusted by the daily exchange rate of the underlying currency and any gains or losses are recorded as unrealized until such time as the contract has been closed or offset by another contract with the same broker for the same settlement date and currency. 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.

K  Credit Default Swaps — The Trust may enter into credit default swap contracts to buy or sell protection against default on an individual issuer or a basket of issuers of bonds. When the Trust is the buyer of a credit default swap contract, the Trust is entitled to receive the par (or other agreed-upon) value of a referenced debt obligation (or basket of debt obligations) from the counterparty to the contract in the event of default by a third party, such as a U.S. or foreign corporate issuer, on the debt obligation. In return, the Trust pays the counterparty a periodic stream of payments over the term of the contract provided that no event of default has occurred. If no default occurs, the Trust would have spent the stream of payments and received no benefits from the contract. When the Trust is the seller of a credit default swap contract, it receives the stream of payments, but is obligated to pay upon default of the referenced debt obligations. As the seller, the Trust effectively adds leverage to its portfolio because, in addition to its total net assets, the Trust is subject to investment exposure on the notional amount of the swap. The interest fee paid or received on the swap contract, which is based on a specified interest rate on a fixed notional amount, is accrued daily as a component of unrealized appreciation (depreciation) and is recorded as realized gain upon receipt or realized loss upon payment. The Trust also records an increase or decrease to unrealized appreciation (depreciation) in an amount equal to the daily valuation. Up-front payments or receipts, if any, are recorded as other assets or other liabilities, respectively, and amortized over the life of the swap contract as realized gains or losses. The Trust segregates assets in the form of cash and cash equivalents in an amount equal to the aggregate market value of the credit default swaps of which it is the seller, marked to market on a daily basis. These transactions involve certain risks, including the risk that the seller may be unable to fulfill the transaction.

L  Statement of Cash Flows — The cash amount shown in the Statement of Cash Flows of the Trust is the amount included in the Trust's Statement of Assets and Liabilities and represents the cash on hand at its custodian and does not include any short-term investments.

2  Auction Preferred Shares

The Trust issued Auction Preferred Shares (APS) on January 26, 2004 in a public offering. The underwriting discount and other offering costs incurred in connection with the offering were recorded as a reduction of the paid-in capital of the common shares. 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 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 on the date of the auction.

During the year ended October 31, 2008, the Trust made a partial redemption of its APS at a liquidation price of $25,000 per share, the financing for which was provided by a committed financing arrangement (see Note 10). The number of APS redeemed and redemption amount (excluding the final dividend payment) during the year ended October 31, 2008 and the number of APS issued and outstanding as of October 31, 2008 are as follows:

    APS Redeemed
During the Period
  Redemption
Amount
  APS
Issued and Outstanding
 
Series A     2,627     $ 65,675,000       1,313    
Series B     2,627       65,675,000       1,313    
Series C     2,627       65,675,000       1,313    
Series D     2,627       65,675,000       1,313    

 


30



Eaton Vance Senior Floating-Rate Trust as of October 31, 2008

NOTES TO FINANCIAL STATEMENTS CONT'D

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 equivalent to 0.25% of the liquidation value of the APS to broker-dealers as a service fee.

3  Distributions to Shareholders

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, (reduced by available capital loss carryforwards from prior years, if any). 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 October 31, 2008, and the amount of dividends paid (including capital gains, if any) to APS shareholders, average APS dividend rates, and dividend rate ranges for the year then ended were as follows:

Series   APS
Dividend Rates at
October 31, 2008
  Dividends
Paid
to APS
Shareholders
  Average
APS
Dividend
Rates
  Dividend
Rate Ranges
 
A     4.74 %   $ 2,962,851       4.36 %     3.26 % – 6.04%  
B     4.74 %   $ 2,985,040       4.39 %     3.26 % – 6.04%  
C     4.29 %   $ 3,142,733       4.63 %     3.31 % – 6.00%  
D     6.04 %   $ 3,242,437       4.77 %     3.26 % – 6.04%  

 

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 rate. The table above reflects such maximum dividend rate for each series as of October 31, 2008.

The Trust distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be 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.

The tax character of distributions declared for the years ended October 31, 2008 and October 31, 2007 was as follows:

    Year Ended
October 31, 2008
  Year Ended
October 31, 2007
 
Distributions declared from:  
Ordinary income   $ 50,692,198     $ 73,016,720    
Tax return of capital     4,011,498       1,005,278    

 

During the year ended October 31, 2008, accumulated undistributed net investment income was decreased by $5,248,553, accumulated net realized loss was increased by $26,899,510, and paid-in-capital was increased by $32,148,063 due to differences between book and tax accounting, primarily for swap contracts, premium amortization, mixed straddles, paydown gain (loss) and foreign currency gain (loss). These reclassifications had no effect on the net assets or net asset value per share of the Trust.

As of October 31, 2008, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:

Capital loss carryforward   $ (78,071,272 )  
Unrealized depreciation   $ (241,852,563 )  

 

The differences between components of distributable earnings (accumulated loss) on a tax basis and the amounts reflected in the Statement of Assets and Liabilities are primarily due to wash sales, swap contracts, mixed straddle amounts and premium amortization.


31



Eaton Vance Senior Floating-Rate Trust as of October 31, 2008

NOTES TO FINANCIAL STATEMENTS CONT'D

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. The portion of the adviser fee payable by Cash Management on the Trust's investment of cash therein is credited against the Trust's adviser fee. For the year ended October 31, 2008, the Trust's adviser fee totaled $6,866,822 of which $60,152 was allocated from Cash Management and $6,806,670 was paid or accrued directly by the Trust. EVM also serves as administrator of the Trust, but receives no compensation.

In addition, EVM has contractually agreed to reimburse the Trust for fees and other expenses at an annual rate of 0.20% of the Trust's average daily gross assets during the first five full years of the Trust's operations, 0.15% of the Trust's average daily gross assets in year six, 0.10% in year seven and 0.05% in year eight. Pursuant to this agreement, EVM waived $1,837,658 of its adviser fee for the year ended October 31, 2008.

EVM has further agreed to waive its adviser fee to the extent that the cost of the committed financing to partially redeem the APS is greater than the dividends and preferred shares service fee that would have been incurred had the APS not been redeemed, hereafter referred to as "incremental cost". Such waiver is calculated as the lesser of 50% of the Trust's adviser fee on assets attributable to the committed financing or the incremental cost and will remain in effect until October 31, 2009. Pursuant to this agreement, EVM waived $236,918 of its adviser fee for the year ended October 31, 2008.

Except for Trustees of the Trust who are not members of EVM's organization, officers and Trustees 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 year ended October 31, 2008, 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 and principal repayments on Senior Loans, aggregated $191,193,534 and $310,711,073, respectively, for the year ended October 31, 2008.

6  Common Shares of Beneficial Interest

The Trust may issue common shares pursuant to its dividend reinvestment plan. There were no transactions in common shares for the year ended October 31, 2008. Common shares issued pursuant to the Trust's dividend reinvestment plan for the year ended October 31, 2007 were 112,331.

7  Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Trust at October 31, 2008, as determined on a federal income tax basis, were as follows:

Aggregate cost   $ 856,101,569    
Gross unrealized appreciation   $    
Gross unrealized depreciation     (242,757,246 )  
Net unrealized depreciation   $ (242,757,246 )  

 

8  Restricted Securities

At October 31, 2008, the Trust owned the following securities (representing less than 0.1% 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.


32



Eaton Vance Senior Floating-Rate Trust as of October 31, 2008

NOTES TO FINANCIAL STATEMENTS CONT'D

Description   Date of
Acquisition
  Shares   Cost   Value  
Common Stocks  
Environmental Systems
Products Holdings, Inc.
  10/25/07     6,211     $ 0 (1)    $ 0    
Preferred Stocks      
Environmental Systems
Products Holdings,
Series A
  10/25/07     2,845     $ 49,788     $ 65,350    
    $ 49,788     $ 65,350    

 

(1) Less than $0.50.

9  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 does 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 October 31, 2008 is as follows:

Forward Foreign Currency Exchange Contracts

Sales  
Settlement Date   Deliver   In Exchange For   Net Unrealized
Appreciation
 
11/28/2008   Euro
23,385,675
  United States Dollar
30,287,256
  $ 508,730    
11/28/2008   British Pound Sterling
9,005,504
  United States Dollar
14,739,939
    268,544    
            $ 777,274    

 

At October 31, 2008, the Trust had sufficient cash and/or securities to cover commitments under these securities.

10  Revolving Credit and Security Agreement

Effective April 11, 2008, the Trust entered into a Revolving Credit and Security Agreement, as amended (the Agreement) with conduit lenders and a bank to borrow up to an initial limit of $262,700,000 for a period of five years, the proceeds of which were used to partially redeem the Trust's APS (see Note 2). The Agreement provides for a renewable 364-day backstop financing arrangement, which ensures that alternate financing will continue to be available to the Trust should the conduits be unable to place their commercial paper. Borrowings under the Agreement are secured by the assets of the Trust. Interest is charged at a rate above the conduits' commercial paper issuance rate and is payable monthly. Under the terms of the Agreement, the Trust pays a monthly program fee of 1.25% per annum (0.60% per annum prior to October 31, 2008) on its outstanding borrowings to administer the facility and a monthly liquidity fee of 1.25% per annum (0.40% per annum prior to October 31, 2008) on the borrowing limit under the Agreement. The Trust also paid a structuring fee of $2,627,000, which is being amortized to interest expense over a period of five years. The unamortized balance at October 31, 2008 is approximately $2,339,000 and is included in prepaid expenses on the Statement of Assets and Liabilities. The Trust is required to maintain certain net asset levels during the term of the Agreement. At October 31, 2008, the Trust had borrowings outstanding under the Agreement of $154,200,000 at an interest rate of 3.67%. For the period from May 6, 2008, the date of the initial draw on the Agreement, through October 31, 2008, the average borrowings and the average interest rate (annualized) were $240,987,011 and 3.04%, respectively.

11  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 stock markets, while growing in volume and sophistication, are generally not as developed as those in


33



Eaton Vance Senior Floating-Rate Trust as of October 31, 2008

NOTES TO FINANCIAL STATEMENTS CONT'D

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.

12  Concentration of Credit Risk

The Trust invests primarily in below investment grade floating-rate loans and floating-rate debt obligations, 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.

13  Recently Issued Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 157 (FAS 157), "Fair Value Measurements". FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States of America and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. As of October 31, 2008, management does not believe the adoption of FAS 157 will impact the amounts reported in the financial statements; however, additional disclosures may be required about the inputs used to develop the measurements of fair value and the effect of certain of the measurements on changes in net assets for the period.

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161 (FAS 161), "Disclosures about Derivative Instruments and Hedging Activities". FAS 161 requires enhanced disclosures about an entity's derivative and hedging activities, including qualitative disclosures about the objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk related contingent features in derivative instruments. FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. Management is currently evaluating the impact the adoption of FAS 161 will have on the Trust's financial statement disclosures.


34




Eaton Vance Senior Floating-Rate Trust as of October 31, 2008

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Shareholders
of Eaton Vance Senior Floating-Rate Trust:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Senior Floating-Rate Trust (the "Fund"), including the portfolio of investments, as of October 31, 2008, and the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended and the period from the start of business, November 28, 2003, to October 31, 2004. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities and senior loans owned as of October 31, 2008, by correspondence with the custodian, brokers, and selling agent banks; where replies were not received from brokers and selling agent banks, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Senior Floating-Rate Trust as of October 31, 2008, the results of its operations and cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended and the period from the start of business, November 28, 2003, to October 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP
Boston, Massachusetts
December 18, 2008


35



Eaton Vance Senior Floating-Rate Trust as of October 31, 2008

FEDERAL TAX INFORMATION (Unaudited)

The Form 1099-DIV you receive in January 2009 will show the tax status of all distributions paid to your account in calendar 2008. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Trust.


36




Eaton Vance Senior Floating-Rate Trust as of October 31, 2008

ANNUAL MEETING OF SHAREHOLDERS (Unaudited)

The Trust held its Annual Meeting of Shareholders on August 29, 2008. The following action was taken by the shareholders of the Trust:

Item 1: The election of Thomas E. Faust Jr., William H. Park and Ralph F. Verni as Class II Trustees of the Trust, each for a three-year term expiring in 2011:

Nominee for Trustee   Number of Shares  
Elected by All Shareholders   For   Withheld  
Thomas E. Faust Jr.     29,664,244       601,376    
William H. Park     29,662,976       602,644    
Nominee for Trustee   Number of Shares  
Elected by APS Shareholders   For   Withheld  
Ralph F. Verni     4,496       218    

 


37



Eaton Vance Senior Floating-Rate Trust

DIVIDEND REINVESTMENT PLAN

The Trust offers a dividend reinvestment plan (the Plan) pursuant to which shareholders may elect to have dividends and capital gains distributions reinvested in common shares (the Shares) of the Trust. You may elect to participate in the Plan by completing the Dividend Reinvestment Plan Application Form. If you do not participate, you will receive all distributions in cash paid by check mailed directly to you by American Stock Transfer & Trust Company as dividend paying agent. On the distribution payment date, if the net asset value per Share is equal to or less than the market price per Share plus estimated brokerage commissions, then new Shares will be issued. The number of Shares shall be determined by the greater of the net asset value per Share or 95% of the market price. Otherwise, Shares generally will be purchased on the open market by the Plan Agent. Distributions subject to income tax (if any) are taxable whether or not shares are reinvested.

If your shares are in the name of a brokerage firm, bank, or other nominee, you can ask the firm or nominee to participate in the Plan on your behalf. If the nominee does not offer the Plan, you will need to request that your shares be re-registered in your name with the Trust's transfer agent, American Stock Transfer & Trust Company, or you will not be able to participate.

The Plan Agent's service fee for handling distributions will be paid by the Trust. Each participant will be charged their pro rata share of brokerage commissions on all open-market purchases.

Plan participants may withdraw from the Plan at any time by writing to the Plan Agent at the address noted on the following page. If you withdraw, you will receive shares in your name for all Shares credited to your account under the Plan. If a participant elects by written notice to the Plan Agent to have the Plan Agent sell part or all of his or her Shares and remit the proceeds, the Plan Agent is authorized to deduct a $5.00 fee plus brokerage commissions from the proceeds.

If you wish to participate in the Plan and your shares are held in your own name, you may complete the form on the following page and deliver it to the Plan Agent.

Any inquiries regarding the Plan can be directed to the Plan Agent, American Stock Transfer & Trust Company, at 1-866-439-6787.


38



Eaton Vance Senior Floating-Rate Trust

APPLICATION FOR PARTICIPATION IN DIVIDEND REINVESTMENT PLAN

This form is for shareholders who hold their common shares in their own names. If your common shares are held in the name of a brokerage firm, bank, or other nominee, you should contact your nominee to see if it will participate in the Plan on your behalf. If you wish to participate in the Plan, but your brokerage firm, bank, or nominee is unable to participate on your behalf, you should request that your common shares be re-registered in your own name which will enable your participation in the Plan.

The following authorization and appointment is given with the understanding that I may terminate it at any time by terminating my participation in the Plan as provided in the terms and conditions of the Plan.

  Please print exact name on account:

  Shareholder signature  Date

  Shareholder signature  Date

  Please sign exactly as your common shares are registered. All persons whose names appear on the share certificate must sign.

YOU SHOULD NOT RETURN THIS FORM IF YOU WISH TO RECEIVE YOUR DIVIDENDS AND DISTRIBUTIONS IN CASH. THIS IS NOT A PROXY.

This authorization form, when signed, should be mailed to the following address:

Eaton Vance Senior Floating-Rate Trust
c/o American Stock Transfer & Trust Company
P.O. Box 922
Wall Street Station
New York, NY 10269-0560

Number of Employees

The Trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as a diversified, closed-end management investment company and has no employees.

Number of Shareholders

As of October 31, 2008, our records indicate that there are 14 registered shareholders and approximately 28,361 shareholders owning the Trust shares in street name, such as through brokers, banks, and financial intermediaries.

If you are a street name shareholder and wish to receive our reports directly, which contain important information about the Trust, please write or call:

Eaton Vance Distributors, Inc.
The Eaton Vance Building
255 State Street
Boston, MA 02109
1-800-262-1122

New York Stock Exchange symbol

The New York Stock Exchange symbol is EFR.


39



Eaton Vance Senior Floating-Rate Trust

BOARD OF TRUSTEES' ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT

Overview of the Contract Review Process

The Investment Company Act of 1940, as amended (the "1940 Act"), provides, in substance, that each investment advisory agreement between a fund and its investment adviser will continue in effect from year to year only if its continuance is approved at least annually by the fund's board of trustees, including by a vote of 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 of the Boards of Trustees (each a "Board") of the Eaton Vance group of mutual funds (the "Eaton Vance Funds") held on April 21, 2008, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board (formerly the Special Committee), which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished for a series of meetings of the Contract Review Committee held in February, March and April 2008. Such information included, among other things, the following:

Information about Fees, Performance and Expenses

•  An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;

•  An independent report comparing each fund's total expense ratio and its components to comparable funds;

•  An independent report comparing the investment performance of each fund to the investment performance of comparable funds over various time periods;

•  Data regarding investment performance in comparison to relevant peer groups of funds and appropriate indices;

•  Comparative information concerning fees charged by each adviser for managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing the fund;

•  Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management

•  Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;

•  Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through "soft dollar" benefits received in connection with the funds' brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;

•  Data relating to portfolio turnover rates of each fund;

•  The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser

•  Reports detailing the financial results and condition of each adviser;

•  Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;

•  Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;

•  Copies of or descriptions of each adviser's proxy voting policies and procedures;

•  Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;

•  Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;

Other Relevant Information

•  Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;

•  Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds' administrator; and

•  The terms of each advisory agreement.


40



Eaton Vance Senior Floating-Rate Trust

BOARD OF TRUSTEES' ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT CONT'D

In addition to the information identified above, the Contract Review Committee considered information provided from time to time by each adviser throughout the year at meetings of the Board and its committees. Over the course of the twelve-month period ended April 30, 2008, the Board met eleven times and the Contract Review Committee, the Audit Committee and the Governance Committee, each of which is a Committee comprised solely of Independent Trustees, met twelve, seven and five times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the fund's investment objective. The Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee are newly established and did not meet during the twelve-month period ended April 30, 2008.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the fund's investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.

The Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory 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 advisory and sub-advisory agreement.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuance of the investment advisory agreement between the 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, the Contract Review Committee recommended to the Board approval of the agreement. The Board accepted the recommendation of the Contract Review Committee as well as the factors considered and conclusions reached by the Contract Review Committee with respect to the agreement. Accordingly, 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 of 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 process with respect to the types of investments held by the Fund, including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Fund. In particular, the Board evaluated the abilities and experience of such investment personnel in analyzing special considerations relevant to investing in senior secured floating-rate loans. Specifically, the Board noted the experience of the Adviser's large 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, including the compensation paid to recruit and retain investment personnel, and the time and attention devoted to the Fund by senior management.

The Board also reviewed the compliance programs of the Adviser and relevant affiliates thereof. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the Adviser and its affiliates to requests from regulatory authorities such as the Securities and Exchange Commission.

The Board considered shareholder and other administrative services provided or managed 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 family of funds.

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.


41



Eaton Vance Senior Floating-Rate Trust

BOARD OF TRUSTEES' ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT CONT'D

Fund Performance

The Board compared the Fund's investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one- and three-year periods ended September 30, 2007 for the Fund. On the basis of the foregoing and other relevant information, the Board concluded that the performance of the Fund was satisfactory.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates, including any administrative fee rates, payable by the Fund (referred to as "management fees"). As part of its review, the Board considered the management fees and the Fund's total expense ratio for the year ended September 30, 2007, as compared to a group of similarly managed funds selected by an independent data provider. The Board considered the fact that the Adviser had waived fees and/or paid expenses for the Fund.

After reviewing 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 and the Fund's total expense ratio are reasonable.

Profitability

The Board reviewed 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 with and without regard to revenue sharing or other payments by the Adviser and its affiliates to third parties in respect of distribution services. The Board also considered other direct or indirect benefits received by the Adviser and its affiliates in connection with its relationship with the Fund.

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 reasonable.

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 the economies of scale with respect to the management of any specific fund or group of funds. The Board also considered the fact that the Fund is not continuously offered and concluded that, in light of the level of the adviser's profits with respect to the Fund, the implementation of breakpoints in the advisory fee schedule is not appropriate at this time. Based upon the foregoing, the Board concluded that the benefits from economies of scale are currently being shared equitably by the Adviser and its affiliates and the Fund.


42




Eaton Vance Senior Floating-Rate Trust

MANAGEMENT AND ORGANIZATION

Trust Management. The Trustees of Eaton Vance Senior Floating-Rate Trust (the Trust) are responsible for the overall management and supervision of the Trust's affairs. The Trustees and officers of the Trust are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust hold indefinite terms of office. The "noninterested Trustees" consist of those Trustees who are not "interested persons" of the Trust, as that term is defined under the 1940 Act. The business address of each Trustee and officer is The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109. As used below, "EVC" refers to Eaton Vance Corp., "EV" refers to Eaton Vance, Inc., "EVM" refers to Eaton Vance Management, "BMR" refers to Boston Management and Research, and "EVD" refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below.

Name and
Date of Birth
  Position(s)
with the
Trust
  Term of
Office and
Length of
Service
  Principal Occupation(s)
During Past Five Years
  Number of Portfolios
in Fund Complex
Overseen By
Trustee(1) 
  Other Directorships Held  
Interested Trustee                          
Thomas E. Faust Jr. 5/31/58   Class II Trustee and President   Trustee until 2011. 3 years. Trustee since 2007 and President since 2003.   Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or Officer of 173 registered investment companies and 4 private companies managed by EVM or BMR. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust.     173     Director of EVC  
Noninterested Trustees                          
Benjamin C. Esty(A) 1/2/63   Class I Trustee   Until 2010. 3 years. Trustee since 2005.   Roy and Elizabeth Simmons Professor of Business Administration, Harvard University Graduate School of Business Administration.     173     None  
Allen R. Freedman 4/3/40   Class I Trustee   Until 2010. 3 years. Trustee since 2007.   Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Formerly, Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007).     173     Director of Assurant, Inc. and Stonemor Partners L.P. (owner and operator of cemeteries)  
William H. Park 9/19/47   Class II Trustee   Until 2011. 3 years. Trustee since 2003.   Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (since 2006). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005).     173     None  
Ronald A. Pearlman 7/10/40   Class III Trustee   Until 2009. 3 years. Trustee since 2003.   Professor of Law, Georgetown University Law Center.     173     None  
Helen Frame Peters 3/22/48   Class III Trustee   Until 2009. 1 year. Trustee since 2008.   Professor of Finance, Carroll School of Management, Boston College (since 2003). Adjunct Professor of Finance, Peking University, Beijing, China (since 2005). Formerly, Dean, Carroll School of Management, Boston College (2000-2003).     173     Director of Federal Home Loan Bank of Boston (a bank for banks) and BJ's Wholesale Clubs (wholesale club retailer); Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds)  
Heidi L. Steiger 7/8/53   Class III Trustee   Until 2009. 2 years. Trustee since 2007.   Managing Partner, Topridge Associates LLC (global wealth management firm) (since 2008); Senior Advisor (since 2008), President (2005-2008), Lowenhaupt Global Advisors, LLC (global wealth management firm). Formerly, President and Contributing Editor, Worth Magazine (2004-2005). Formerly, Executive Vice President and Global Head of Private Asset Management (and various other positions), Neuberger Berman (investment firm) (1986-2004).     173     Director of Nuclear Electric Insurance Ltd. (nuclear insurance provider) and Aviva USA (insurance provider)  

 


43



Eaton Vance Senior Floating-Rate Trust

MANAGEMENT AND ORGANIZATION CONT'D

In accordance with Section 303A.12(a) of the New York Stock Exchange Listed Company Manual, the Trust's Annual CEO Certification certifying as to compliance with NYSE's Corporate Governance Listing Standards was submitted to the Exchange on September 29, 2008. The Trust has also filed its CEO and CFO certifications required by Section 302 of the Sarbanes-Oxley Act with the SEC as an exhibit to its most recent Form N-CSR.

Name and
Date of Birth
  Position(s)
with the
Trust
  Term of
Office and
Length of
Service
  Principal Occupation(s)
During Past Five Years
  Number of Portfolios
in Fund Complex
Overseen By
Trustee(1) 
  Other Directorships Held  
Noninterested Trustee(s) (continued)                      
Lynn A. Stout 9/14/57   Class I Trustee   Until 2010. 3 years. Trustee since 2003.   Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law.     173     None  
Ralph F. Verni(A) 1/26/43   Chairman of the Board and Class II Trustee   Trustee until 2011. 3 years. Trustee since 2005; Chairman since 2007.   Consultant and private investor.     173     None  

 

Principal Officers who are not Trustees              
Name and
Date of Birth
  Position(s)
with the
Trust
  Term of
Office and
Length of
Service
  Principal Occupation(s)
During Past Five Years
 
Peter M. Campo 4/9/72   Vice President   Since 2008   Vice President of EVM and BMR. Officer of 1 registered investment company managed by EVM or BMR.  
Scott H. Page 11/30/59   Vice President   Since 2003   Vice President of EVM and BMR. Officer of 11 registered investment companies managed by EVM or BMR.  
Craig P. Russ 10/30/63   Vice President   Since 2003   Vice President EVM and BMR. Officer of 6 registered investment companies managed by EVM or BMR.  
Michael W. Weilheimer 2/11/61   Vice President   Since 2003   Vice President of EVM and BMR. Officer of 26 registered investment companies managed by EVM or BMR.  
Barbara E. Campbell 6/19/57   Treasurer   Since 2003   Vice President of EVM and BMR. Officer of 173 registered investment companies managed by EVM or BMR.  
Maureen A. Gemma 5/24/60   Secretary and Chief Legal Officer   Secretary since 2007 and Chief Legal Officer since 2008   Vice President of EVM and BMR. Officer of 173 registered investment companies managed by EVM or BMR.  
Paul M. O'Neil 7/11/53   Chief Compliance Officer   Since 2004   Vice President of EVM and BMR. Officer of 173 registered investment companies managed by EVM or BMR.  

 

(1)  Includes both master and feeder funds in a master-feeder structure.

(A)  APS Trustee.


44




Investment Adviser and Administrator of Eaton Vance Senior Floating-Rate Trust
Eaton Vance Management

The Eaton Vance Building
255 State Street
Boston, MA 02109

Custodian
State Street Bank and Trust Company

200 Clarendon Street
Boston, MA 02116

Transfer Agent
American Stock Transfer & Trust Company

59 Maiden Lane
Plaza Level
New York, NY 10038

Independent Registered Public Accounting Firm
Deloitte & Touche LLP

200 Berkeley Street
Boston, MA 02116-5022

Eaton Vance Senior Floating-Rate Trust
The Eaton Vance Building
255 State Street
Boston, MA 02109



2025-12/08  CE-FLRTSRC




 

Item 2. Code of Ethics

 

The registrant has adopted a code of ethics applicable to its Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.  The registrant undertakes to provide a copy of such code of ethics to any person upon request, without charge, by calling 1-800-262-1122.

 

Item 3. Audit Committee Financial Expert

 

The registrant’s Board has designated William H. Park, an independent trustee, as its audit committee financial expert.  Mr. Park is a certified public accountant who is the Vice Chairman of Commercial Industrial Finance Corp (specialty finance company). Previously, he served as President and Chief Executive Officer of Prizm Capital Management, LLC (investment management firm) and as Executive Vice President and Chief Financial Officer of United Asset Management Corporation (“UAM”) (a holding company owning institutional investment management firms).

 

Item 4. Principal Accountant Fees and Services

 

(a)-(d)

 

The following table presents aggregate fees billed to the registrant for the fiscal years ended October 31, 2007 and October 31, 2008 by the registrant’s principal accountant for professional services rendered for the audit of the registrant’s annual financial statements and fees billed for other services rendered by the principal accountant during those periods.

 

Fiscal Years Ended

 

10/31/2007

 

10/31/2008

 

 

 

 

 

 

 

Audit Fees

 

$

76,550

 

$

74,725

 

 

 

 

 

 

 

Audit-Related Fees(1)

 

$

5,150

 

$

23,330

 

 

 

 

 

 

 

Tax Fees(2)

 

$

11,384

 

$

14,540

 

 

 

 

 

 

 

All Other Fees(3)

 

$

0

 

$

514

 

 

 

 

 

 

 

Total

 

$

93,084

 

$

113,109

 

 


(1)           Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under the category of audit fees and specifically include fees for the performance of certain agreed upon procedures relating to the registrant’s auction preferred shares.

 

(2)           Tax fees consist of the aggregate fees billed for professional services rendered by the principal accountant relating to tax compliance, tax advice, and tax planning and specifically include fees for tax return preparation and other related tax compliance/planning matters

 

(3)           All other fees consist of the aggregate fees billed for products and services provided by the registrant’s principal accountant other than audit, audit-related, and tax services.

 

For the fiscal years ended October 31, 2007 and October 31, 2008, the registrant was billed $35,000 and $40,000, respectively, by D&T the principal accountant for the registrant, for work done in connection with its Rule 17Ad-13 examination of Eaton Vance Management’s assertion that it has maintained an effective internal control structure over sub-transfer agent and registrar functions, such services being pre-approved in accordance with Rule 2-01(c)(7)(ii) of Regulation S-X.

 

(e)(1) The registrant’s audit committee has adopted policies and procedures relating to the pre-approval of services provided by the registrant’s principal accountant (the “Pre-Approval Policies”).  The Pre-Approval Policies establish a framework intended to assist the audit committee in the proper discharge of its pre-approval responsibilities.  As a general matter, the Pre-Approval Policies (i) specify certain

 



 

types of audit, audit-related, tax, and other services determined to be pre-approved by the audit committee; and (ii) delineate specific procedures governing the mechanics of the pre-approval process, including the approval and monitoring of audit and non-audit service fees.  Unless a service is specifically pre-approved under the Pre-Approval Policies, it must be separately pre-approved by the Audit Committee.

 

The Pre-Approval Policies and the types of audit and non-audit services pre-approved therein must be reviewed and ratified by the registrant’s audit committee at least annually.  The registrant’s audit committee maintains full responsibility for the appointment, compensation, and oversight of the work of the registrant’s principal accountant.

 

(e)(2) No services described in paragraphs (b)-(d) above were approved by the registrant’s audit committee pursuant to the “de minimis exception” set forth in Rule 2-01 (c)(7)(i)(C) of Regulation S-X.

 

(f) Not applicable.

 

(g) The following table presents (i) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to the registrant by the registrant’s principal accountant for the registrant’s fiscal years ended October 31, 2007 and October 31, 2008; and (ii) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to the Eaton Vance organization by the registrant’s principal accountant for the same time periods, respectively.

 

Fiscal Years Ended

 

10/31/2007

 

10/31/2008

 

 

 

 

 

 

 

Registrant

 

$

16,534

 

$

38,384

 

 

 

 

 

 

 

Eaton Vance(1)

 

$

286,446

 

$

317,301

 

 


(1) Certain subsidiaries of Eaton Vance Corp. provide ongoing services to the registrant.

 

(h) The registrant’s audit committee has considered whether the provision by the registrant’s principal accountant of non-audit services to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X is compatible with maintaining the principal accountant’s independence.

 

Item 5.  Audit Committee of Listed registrants

 

The registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities and Exchange Act of 1934, as amended. William H. Park (Chair), Lynn A. Stout, Heidi L. Steiger and Ralph E. Verni are the members of the registrant’s audit committee.

 



 

Item 6. Schedule of Investments

 

Please see schedule of investments contained in the Report to Stockholders included under Item 1 of this Form N-CSR.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

 

The Board of Trustees of the Trust has adopted a proxy voting policy and procedure (the “Fund Policy”), pursuant to which the Trustees have delegated proxy voting responsibility to the Fund’s investment adviser and adopted the investment adviser’s proxy voting policies and procedures (the “Policies”) which are described below.  The Trustees will review the Fund’s proxy voting records from time to time and will annually consider approving the Policies for the upcoming year.  In the event that a conflict of interest arises between the Fund’s shareholders and the investment adviser, the administrator, or any of their affiliates or any affiliate of the Fund, the investment adviser will generally refrain from voting the proxies related to the companies giving rise to such conflict until it consults with the Board’s Special Committee except as contemplated under the Fund Policy.  The Board’s Special Committee will instruct the investment adviser on the appropriate course of action.

 

The Policies are designed to promote accountability of a company’s management to its shareholders and to align the interests of management with those shareholders. An independent proxy voting service (“Agent”), currently Institutional Shareholder Services, Inc., has been retained to assist in the voting of proxies through the provision of vote analysis, implementation and recordkeeping and disclosure services.  The investment adviser will generally vote proxies through the Agent.  The Agent is required to vote all proxies and/or refer then back to the investment adviser pursuant to the Policies.  It is generally the policy of the investment adviser to vote in accordance with the recommendation of the Agent.  The Agent shall refer to the investment adviser proxies relating to mergers and restructurings, and the disposition of assets, termination, liquidation and mergers contained in mutual fund proxies.  The investment adviser will normally vote against anti-takeover measures and other proposals designed to limit the ability of shareholders to act on possible transactions, except in the case of closed-end management investment companies.  The investment adviser generally supports management on social and environmental proposals.  The investment adviser may abstain from voting from time to time where it determines that the costs associated with voting a proxy outweighs the benefits derived from exercising the right to vote or the economic effect on shareholders interests or the value of the portfolio holding is indeterminable or insignificant.

 

In addition, the investment adviser will monitor situations that may result in a conflict of interest between the Fund’s shareholders and the investment adviser, the administrator, or any of their affiliates or any affiliate of the Fund by maintaining a list of significant existing and prospective corporate clients.  The investment adviser’s personnel responsible for reviewing and voting proxies on behalf of the Fund will report any proxy received or expected to be received from a company included on that list to the personal of the investment adviser identified in the Policies. If such personnel expects to instruct the Agent to vote such proxies in a manner inconsistent with the guidelines of the Policies or the recommendation of the Agent, the personnel will consult with members of senior management of the investment adviser to determine if a material conflict of interests exists.  If it is determined that a material conflict does exist, the investment adviser will seek instruction on how to vote from the Special Committee.

 



 

Information on how the Fund voted proxies relating to portfolio securities during the most recent 12 month period ended June 30 is available (1) without charge, upon request, by calling 1-800-262-1122, and (2) on the Securities and Exchange Commission’s website at http://www.sec.gov.

 

Item 8.    Portfolio Managers of Closed-End Management Investment Companies

 

Scott H. Page, Peter M. Campo, Craig P. Russ and other Eaton Vance Management (“EVM”) investment professionals comprise the investment team responsible for the overall management of the Fund’s investments as well as allocations of the Fund’s assets between common and preferred stocks.  Messrs. Page, Campo and Russ are the portfolio managers responsible for the day-to-day management of the Trust’s investments.

 

Mr. Page has been an Eaton Vance portfolio manager since 1996 and is a Vice President of EVM and Boston Management and Research, an Eaton Vance subsidiary (“BMR”). He is head of Eaton Vance’s Bank Loan Investment Group.  Mr. Campo joined Eaton Vance in 2003 and is a Vice President of EVM and BMR.  Mr. Russ has been an Eaton Vance portfolio manager since 2001 and is a Vice President of EVM and BMR.  This information is provided as of the date of filing of this report.

 

The following tables show, as of the Trust’s most recent fiscal year end, the number of accounts each portfolio manager managed in each of the listed categories and the total assets in the accounts managed within each category.  The table also shows the number of accounts with respect to which the advisory fee is based on the performance of the account, if any, and the total assets in those accounts.

 

 

 

Number
of All
Accounts

 

Total Assets of
All Accounts*

 

Number of
Accounts
Paying a
Performance Fee

 

Total Assets of
Accounts Paying a
Performance Fee*

 

Peter M. Campo

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

1

 

$

628.0

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

0

 

$

0

 

0

 

$

0

 

Other Accounts

 

0

 

$

0

 

0

 

$

0

 

Scott H. Page

 

 

 

 

 

 

 

 

 

Registered Investment Companies**

 

10

 

$

11,467.5

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

4

 

$

2,343.6

 

1

 

$

483.9

 

Other Accounts

 

5

 

$

4,233.8

 

0

 

$

0

 

Craig P. Russ

 

 

 

 

 

 

 

 

 

Registered Investment Companies**

 

5

 

$

7,714.3

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

0

 

$

0

 

0

 

$

0

 

Other Accounts

 

0

 

$

0

 

0

 

$

0

 

 


*      In millions of dollars. For registered investment companies, assets represent net assets of all open-end investment companies and gross assets of all closed-end investment companies.

 

**   Numbers provided include an investment company structured as a fund of funds which invests in funds in the Eaton Vance complex advised by other portfolio managers.

 



 

The following table shows the dollar range of Fund shares beneficially owned by each portfolio manager as of the Fund’s most recent fiscal year end.

 

Portfolio Manager

 

Dollar Range of
Equity Securities
Owned in the Fund

 

Peter M. Campo

 

None

 

Scott H. Page

 

$50,001 - $100,000

 

Craig P. Russ

 

None

 

 

Potential for Conflicts of Interest.  It is possible that conflicts of interest may arise in connection with a portfolio manager’s management of the Fund’s investments on the one hand and investments of other accounts for which a portfolio manager is responsible on the other.  For example, a portfolio manager may have conflicts of interest in allocating management time, resources and investment opportunities among the Fund and other accounts he or she advises.  In addition, due to differences in the investment strategies or restrictions between the Fund and the other accounts, a portfolio manager may take action with respect to another account that differs from the action taken with respect to the Fund.  In some cases, another account managed by a portfolio manager may compensate the investment adviser or sub-adviser based on the performance of the securities held by that account. The existence of such a performance based fee may create additional conflicts of interest for a portfolio manager in the allocation of management time, resources and investment opportunities.  Whenever conflicts of interest arise, a portfolio manager will endeavor to exercise his or her discretion in a manner that he or she believes is equitable to all interested persons.  EVM has adopted several policies and procedures designed to address these potential conflicts including:  a code of ethics; and policies which govern the investment adviser’s trading practices, including among other things the aggregation and allocation of trades among clients, brokerage allocation, cross trades and best execution.

 

Compensation Structure for EVM

 

Compensation of EVM’s portfolio managers and other investment professionals has three primary components:  (1) a base salary, (2) an annual cash bonus, and (3) annual stock-based compensation consisting of options to purchase shares of EVC’s nonvoting common stock and/or restricted shares of EVC’s nonvoting common stock.  EVM’s investment professionals also receive certain retirement, insurance and other benefits that are broadly available to EVM’s employees.  Compensation of EVM’s investment professionals is reviewed primarily on an annual basis.  Cash bonuses, stock-based compensation awards, and adjustments in base salary are typically paid or put into effect at or shortly after the October 31st fiscal year end of EVC.

 

Method to Determine Compensation.  EVM compensates its portfolio managers based primarily on the scale and complexity of their portfolio responsibilities and the total return performance of managed funds and accounts versus appropriate peer groups or benchmarks.  Performance is normally based on periods ending on the September 30th preceding fiscal year end.  Fund performance is normally evaluated primarily versus peer groups of funds as determined by Lipper Inc. and/or Morningstar, Inc.  When a fund’s peer group as determined by Lipper or Morningstar is deemed by EVM’s management not to provide a fair comparison, performance may instead be evaluated primarily against a custom peer group.  In evaluating the performance of a fund and its manager, primary emphasis is normally placed on three-year performance, with secondary consideration of performance over longer and shorter

 



 

periods.  For funds that are tax-managed or otherwise have an objective of after-tax returns, performance is measured net of taxes.  For other funds, performance is evaluated on a pre-tax basis.  In addition to rankings within peer groups of funds on the basis of absolute performance, consideration may also be given to risk-adjusted performance.  For funds with an investment objective other than total return (such as current income), consideration will also be given to the fund’s success in achieving its objective.  For managers responsible for multiple funds and accounts, investment performance is evaluated on an aggregate basis, based on averages or weighted averages among managed funds and accounts.  Funds and accounts that have performance-based advisory fees are not accorded disproportionate weightings in measuring aggregate portfolio manager performance.

 

The compensation of portfolio managers with other job responsibilities (such as heading an investment group or providing analytical support to other portfolios) will include consideration of the scope of such responsibilities and the managers’ performance in meeting them.

 

EVM seeks to compensate portfolio managers commensurate with their responsibilities and performance, and competitive with other firms within the investment management industry.  EVM participates in investment-industry compensation surveys and utilizes survey data as a factor in determining salary, bonus and stock-based compensation levels for portfolio managers and other investment professionals.  Salaries, bonuses and stock-based compensation are also influenced by the operating performance of EVM and its parent company. The overall annual cash bonus pool is based on a substantially fixed percentage of pre-bonus operating income. While the salaries of EVM’s portfolio managers are comparatively fixed, cash bonuses and stock-based compensation may fluctuate significantly from year to year, based on changes in manager performance and other factors as described herein. For a high performing portfolio manager, cash bonuses and stock-based compensation may represent a substantial portion of total compensation.

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

No such purchases this period.

 

Item 10. Submission of Matters to a Vote of Security Holders.

 

No Material Changes.

 

Item 11. Controls and Procedures

 

(a) It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.

 



 

(b) There have been no changes in the registrant’s internal controls over financial reporting during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

Item 12. Exhibits

 

(a)(1)

 

Registrant’s Code of Ethics – Not applicable (please see Item 2).

(a)(2)(i)

 

Treasurer’s Section 302 certification.

(a)(2)(ii)

 

President’s Section 302 certification.

(b)

 

Combined Section 906 certification.

 



 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Eaton Vance Senior Floating-Rate Trust

 

By:

/s/Thomas E. Faust Jr.

 

 

Thomas E. Faust Jr.

 

 

President

 

 

 

Date:  December 12, 2008

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 

By:

/s/Barbara E. Campbell

 

 

Barbara E. Campbell

 

 

Treasurer

 

 

 

Date:  December 12, 2008

 

 

By:

/s/Thomas E. Faust Jr.

 

 

Thomas E. Faust Jr.

 

 

President

 

 

 

Date:  December 12, 2008