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)

 

Alan R. Dynner
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, 2006

 

 




Item 1. Reports to Stockholders




Annual Report October 31, 2006

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, 2006

MANAGEMENT’S DISCUSSION OF TRUST PERFORMANCE

Performance for the Past Year

·                  Based on share price, Eaton Vance Senior Floating-Rate Trust (the “Trust”), a closed-end fund traded on the New York Stock Exchange, had a total return of 15.27% for the year ended October 31, 2006. That return was the result of an increase in share price to $18.24 on October 31, 2006 from $17.21 on October 31, 2005 and the reinvestment of $1.519 in dividends.(1)

·                  Based on net asset value (NAV), the Trust had a total return of 8.47% for the year ended October 31, 2006. That return was the result of a decrease in NAV to $18.69 on October 31, 2006 from $18.74 on October 31, 2005, and the reinvestment of all distributions.(1)

·                  Based on its October 2006 monthly dividend payment of $0.135 and a closing share price of $18.24, the Trust had a market yield of 8.88%.(2)

·                  For performance comparison, the S&P/LSTA Leveraged Loan Index – an unmanaged index of U.S. dollar-denominated leveraged loans – had a total return of 6.49% for the year ended October 31, 2006.(3) The Lipper Loan Participation Funds Classification – the Trust’s peer group – had an average total return of 7.20%, at net asset value, and a 15.00% annual return at share price during the same period.(3)

The Trust’s Investments

·                  The Trust’s loan investments included 450 borrowers at October 31, 2006, with an average loan size of 0.19% of total assets and no industry constituting more than 7.00% of the Trust. Health care, chemicals and plastics, building and development (including manufacturers of building products and companies that manage/own apartments, shopping malls and commercial office buildings, among others), leisure goods/activities/movies and business equipment and services were the largest industry weightings.(4)

·                  The loan market enjoyed relatively stable fundamentals during the fiscal year. Technical factors came more into balance, as record new issuance from strong merger activity met robust investor demand. As a result, credit spreads stabilized after a period during which they had narrowed. The Trust also benefited from an increase in the London Inter-Bank Offered Rate – the benchmark over which loan interest rates are typically set – which rose in response to rate hikes from the Federal Reserve.

·                  At October 31, 2006, the Trust had leverage in the amount of approximately 39% of the Trust’s total assets. The Trust employs leverage though the issuance of Auction Preferred Shares (“APS”).(5) Use of financial leverage creates an opportunity for increased income but, at the same time, creates special risks (including the likelihood of greater volatility of net asset value and market price of common shares). The cost of the Trust’s APS rises and falls with changes in short-term interest rates. Such increases/decreases in cost of the Trust’s APS may be offset by increased/decreased income from the Trust’s senior loan investments.

The views expressed in 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 Eaton Vance disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for an Eaton Vance fund are based on many factors, may not be relied on as an indication of trading intent on behalf of any Eaton Vance fund.

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. 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. For performance as of the most recent month end, please refer to www.eatonvance.com.


(1)

 

Performance results reflect the effect of leverage resulting from the Trust’s issuance of Auction Preferred Shares. Absent an expense waiver by the investment adviser, returns would be lower.

(2)

 

The Trust’s yield is calculated by dividing the most recent dividend per share by the share market price at the end of the period and annualizing the result.

(3)

 

It is not possible to invest directly in an Index or a Lipper Classification. The Index’s total return reflects changes in value of the loans comprising 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, such as the issuance of Auction Preferred Shares. The Lipper average is the average total return, at net asset value and at share price, of the funds that are in the same Lipper Classification as the Trust.

(4)

 

Holdings and industry weightings are subject to change due to active management.

(5)

 

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.

 

Shares of the Trust 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




Performance(1)

Average Annual Total Return (by share price, NYSE)

 

One Year

 

15.27

%

Life of Fund (11/28/03)

 

5.31

 

 

Average Annual Total Return (at net asset value)

 

One Year

 

8.47

%

Life of Fund (11/28/03)

 

6.19

 

 


(1)       Performance results reflect the effect of leverage resulting from the Trust’s issuance of Auction Preferred Shares. 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.

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. 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 Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

Diversification by Industries(2)

By total investments

Health Care

 

6.5

%

Chemicals & Plastics

 

6.4

 

Building & Development

 

5.8

 

Leisure Goods/Activities/Movies

 

5.6

 

Business Equipment & Services

 

5.5

 

Cable & Satellite Television

 

5.2

 

Automotive

 

4.6

 

Publishing

 

4.3

 

Telecommunications

 

3.8

 

Radio & Television

 

3.6

 

Financial Intermediaries

 

3.4

 

Containers & Glass Products

 

3.2

 

Lodging & Casinos

 

3.1

 

Electronics/Electrical

 

2.8

 

Retailers (Except Food & Drug)

 

2.6

 

Oil & Gas

 

2.4

 

Forest Products

 

2.4

 

Food Products

 

2.3

 

Utilities

 

2.3

 

Food Service

 

2.0

%

Aerospace & Defense

 

1.9

 

Conglomerates

 

1.8

 

Food/Drug Retailers

 

1.8

 

Beverage & Tobacco

 

1.6

 

Ecological Services & Equip.

 

1.4

 

Industrial Equipment

 

1.2

 

Nonferrous Metals/Minerals

 

1.2

 

Clothing/Textiles

 

0.8

 

Insurance

 

0.8

 

Home Furnishings

 

0.7

 

Equipment Leasing

 

0.7

 

Drugs

 

0.5

 

Rail Industries

 

0.5

 

Air Transport

 

0.4

 

Surface Transport

 

0.4

 

Cosmetics/Toiletries

 

0.4

 

Farming/Agriculture

 

0.2

 

Steel

 

0.1

 

 


(2)          Reflects the Trust’s investments as of October 31, 2006. Industries are shown as a percentage of the Trust’s total loan and corporate bond and note investments. Portfolio information may not be representative of current or future investments and are subject to change due to active management.

Diversification by Sectors (3)


(3)          Diversification by Sectors reflects the Trust’s total investments as of October 31, 2006. Sectors are shown as a pecentage of the Trust’s total investments. Trust statistics may not be representative of the Trust’s current or furture investments and are subject to change due to active management.

2




Eaton Vance Senior Floating-Rate Trust as of October 31, 2006

PORTFOLIO OF INVESTMENTS

Senior, Floating Rate Interests — 138.7%(1)      
Principal
Amount
  Borrower/Tranche Description   Value  
Aerospace and Defense — 3.0%      
Alliant Techsystems, Inc.      
$ 548,250     Term Loan, 6.46%, Maturing March 31, 2009   $ 549,164    
Delta Air Lines, Inc.      
  2,075,000     Term Loan, 12.77%, Maturing March 16, 2008     2,136,731    
Dresser Rand Group, Inc.      
  804,742     Term Loan, 7.48%, Maturing October 29, 2011     809,469    
DRS Technologies, Inc.      
  1,019,875     Term Loan, 6.81%, Maturing January 31, 2013     1,023,381    
Hexcel Corp.      
  1,727,011     Term Loan, 7.13%, Maturing March 1, 2012     1,731,329    
IAP Worldwide Services, Inc.      
  967,688     Term Loan, 8.44%, Maturing December 30, 2012     968,897    
K&F Industries, Inc.      
  1,530,628     Term Loan, 7.32%, Maturing November 18, 2012     1,538,043    
Spirit Aerosystems, Inc.      
  1,905,875     Term Loan, 7.57%, Maturing December 31, 2011     1,922,849    
Standard Aero Holdings, Inc.      
  1,378,389     Term Loan, 7.61%, Maturing August 24, 2012     1,380,973    
Transdigm, Inc.      
  1,625,000     Term Loan, 7.39%, Maturing June 23, 2013     1,636,984    
Vought Aircraft Industries, Inc.      
  2,149,012     Term Loan, 7.88%, Maturing December 17, 2011     2,163,563    
Wam Aquisition, S.A.      
  695,118     Term Loan, 8.12%, Maturing April 8, 2013     700,845    
  695,118     Term Loan, 8.62%, Maturing April 8, 2014     703,530    
Wesco Aircraft Hardware Corp.      
  1,175,000     Term Loan, 7.58%, Maturing September 29, 2014     1,192,636    
Wyle Laboratories, Inc.      
  265,608     Term Loan, 8.22%, Maturing January 28, 2011     267,102    
            $ 18,725,496    
Air Transport — 0.6%      
Northwest Airlines, Inc.      
$ 2,100,000     DIP Loan, 7.90%, Maturing August 21, 2008   $ 2,109,187    
United Airlines, Inc.      
  199,000     Term Loan, 9.13%, Maturing February 1, 2012     202,482    
  1,393,000     Term Loan, 9.25%, Maturing February 1, 2012     1,417,377    
            $ 3,729,046    
Automotive — 7.1%      
Accuride Corp.      
$ 2,489,617     Term Loan, 7.44%, Maturing January 31, 2012   $ 2,497,397    

 

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Automotive (continued)      
AE Europe Group, LLC      
$ 811,786     Term Loan, 8.57%, Maturing October 11, 2011   $ 812,800    
Affina Group, Inc.      
  1,440,285     Term Loan, 8.38%, Maturing November 30, 2011     1,447,937    
Axletech International Holding, Inc.      
  1,750,000     Term Loan, 11.87%, Maturing April 21, 2013     1,766,042    
Collins & Aikman Products Co.      
  1,046,120     Term Loan, 11.75%, Maturing August 31, 2009(4)     380,526    
  148,319     Revolving Loan, 11.75%, Maturing August 31, 2009(4)     54,322    
CSA Acquisition Corp.      
  1,495,521     Term Loan, 7.88%, Maturing December 23, 2011     1,498,793    
  496,250     Term Loan, 7.88%, Maturing December 23, 2012     496,622    
Dana Corp.      
  1,050,000     DIP Loan, 7.65%, Maturing April 13, 2008     1,051,575    
Dayco Products, LLC      
  2,019,938     Term Loan, 8.02%, Maturing June 21, 2011     2,037,192    
Exide Technologies, Inc.      
  1,207,488     Term Loan, 11.75%, Maturing May 5, 2010     1,267,863    
Federal-Mogul Corp.      
  2,915,607     Revolving Loan, 7.07%, Maturing December 9, 2006(2)     2,838,551    
Goodyear Tire & Rubber Co.      
  880,000     Term Loan, 5.23%, Maturing April 30, 2010     882,828    
  2,950,000     Term Loan, 8.14%, Maturing April 30, 2010     2,977,394    
  1,000,000     Term Loan, 8.89%, Maturing March 1, 2011     1,014,583    
HLI Operating Co., Inc.      
  1,801,023     Term Loan, 8.96%, Maturing June 3, 2009     1,812,279    
Insurance Auto Auctions, Inc.      
  779,891     Term Loan, 7.90%, Maturing May 19, 2012(2)     784,766    
Key Automotive Group      
  1,091,590     Term Loan, 8.85%, Maturing June 29, 2010     1,103,870    
Keystone Automotive Operations, Inc.      
  1,612,813     Term Loan, 7.86%, Maturing October 30, 2010     1,615,837    
R.J. Tower Corp.      
  1,725,000     DIP Revolving Loan, 8.94%, Maturing February 2, 2007     1,674,328    
Tenneco Automotive, Inc.      
  1,994,254     Term Loan, 7.40%, Maturing December 12, 2009     2,005,783    
  1,656,896     Term Loan, 7.31%, Maturing December 12, 2010     1,666,474    
The Hertz Corp.      
  400,000     Term Loan, 5.39%, Maturing December 21, 2012     403,450    
  3,178,056     Term Loan, 7.65%, Maturing December 21, 2012     3,205,467    
Trimas Corp.      
  234,375     Term Loan, 8.07%, Maturing August 2, 2011     236,133    
  1,015,625     Term Loan, 8.25%, Maturing August 2, 2013     1,023,242    

 

See notes to financial statements

3



Eaton Vance Senior Floating-Rate Trust as of October 31, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Automotive (continued)      
TRW Automotive, Inc.      
$ 4,517,405     Term Loan, 7.19%, Maturing June 30, 2012   $ 4,513,172    
United Components, Inc.      
  1,586,029     Term Loan, 7.70%, Maturing June 30, 2010     1,595,942    
Vanguard Car Rental USA      
  1,496,000     Term Loan, 8.35%, Maturing June 14, 2013     1,508,716    
            $ 44,173,884    
Beverage and Tobacco — 2.6%      
Alliance One International, Inc.      
$ 674,700     Term Loan, 8.82%, Maturing May 13, 2010   $ 683,134    
Constellation Brands, Inc.      
  5,083,333     Term Loan, 6.93%, Maturing June 5, 2013     5,109,985    
Culligan International Co.      
  935,103     Term Loan, 7.07%, Maturing September 30, 2011     938,903    
Le-Nature's, Inc.      
  1,100,000     Term Loan, 9.39%, Maturing March 1, 2011(3)     935,000    
National Dairy Holdings, L.P.      
  733,143     Term Loan, 7.32%, Maturing March 15, 2012     735,892    
National Distribution Co.      
  690,800     Term Loan, 11.82%, Maturing June 22, 2010     692,527    
Reynolds American, Inc.      
  2,942,625     Term Loan, 7.31%, Maturing May 31, 2012     2,962,626    
Southern Wine & Spirits of America, Inc.      
  3,742,433     Term Loan, 6.87%, Maturing May 31, 2012     3,755,299    
Sunny Delight Beverages Co.      
  378,473     Term Loan, 11.39%, Maturing August 20, 2010     374,334    
            $ 16,187,700    
Building and Development — 8.8%      
AP-Newkirk Holdings, LLC      
$ 1,617,776     Term Loan, 7.82%, Maturing December 21, 2007   $ 1,620,305    
Biomed Realty, L.P.      
  3,055,000     Term Loan, 7.57%, Maturing May 31, 2010     3,047,362    
Capital Automotive (REIT)      
  1,294,241     Term Loan, 7.08%, Maturing December 16, 2010     1,301,572    
DMB / CH II, LLC      
  166,667     Term Loan, 7.82%, Maturing September 9, 2009     167,083    
Epco / Fantome, LLC      
  1,525,000     Term Loan, 8.37%, Maturing November 23, 2010     1,532,625    
Formica Corp.      
  1,019,875     Term Loan, 8.49%, Maturing March 15, 2013     1,019,557    
FT-FIN Acquisition, LLC      
  1,229,345     Term Loan, 7.36%, Maturing November 17, 2007(2)     1,232,419    

 

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Building and Development (continued)      
Gables GP, Inc.      
$ 105,158     Term Loan, 7.07%, Maturing December 31, 2006   $ 105,366    
General Growth Properties, Inc.      
  2,000,000     Term Loan, 6.57%, Maturing February 24, 2011     1,988,462    
Hovstone Holdings, LLC      
  1,230,000     Term Loan, 7.37%, Maturing February 28, 2009     1,211,550    
Kyle Acquisition Group, LLC      
  730,712     Term Loan, 8.25%, Maturing July 20, 2010     730,712    
Landsource Communities, LLC      
  6,011,000     Term Loan, 7.88%, Maturing March 31, 2010     5,907,058    
Lanoga Corp.      
  1,246,875     Term Loan, 7.12%, Maturing June 29, 2013     1,244,796    
LNR Property Corp.      
  2,800,000     Term Loan, 8.22%, Maturing July 3, 2011     2,813,709    
MAAX Corp.      
  689,224     Term Loan, 8.38%, Maturing June 4, 2011     685,778    
Mattamy Funding Partnership      
  498,750     Term Loan, 7.69%, Maturing April 11, 2013     497,191    
Mueller Group, Inc.      
  2,683,601     Term Loan, 7.39%, Maturing October 3, 2012     2,701,772    
NCI Building Systems, Inc.      
  594,000     Term Loan, 6.84%, Maturing June 18, 2010     594,371    
Newkirk Master, L.P.      
  3,702,716     Term Loan, 7.07%, Maturing August 11, 2008     3,708,503    
Nortek, Inc.      
  2,739,075     Term Loan, 7.32%, Maturing August 27, 2011     2,735,652    
November 2005 Land Investors      
  995,000     Term Loan, 8.12%, Maturing May 9, 2011     965,150    
Panolam Industries Holdings, Inc.      
  578,675     Term Loan, 8.12%, Maturing September 30, 2012     581,569    
Ply Gem Industries, Inc.      
  1,666,625     Term Loan, 8.40%, Maturing August 15, 2011     1,665,583    
Rubicon GSA II, LLC      
  2,350,000     Term Loan, 8.07%, Maturing July 31, 2008     2,350,000    
South Edge, LLC      
  787,500     Term Loan, 7.38%, Maturing October 31, 2009     768,797    
Stile Acquisition Corp.      
  2,127,026     Term Loan, 7.38%, Maturing April 6, 2013     2,082,658    
Stile U.S. Acquisition Corp.      
  2,130,649     Term Loan, 7.38%, Maturing April 6, 2013     2,086,206    
TE / Tousa Senior, LLC      
  1,575,000     Term Loan, 8.25%, Maturing August 1, 2008     1,211,962    

 

See notes to financial statements

4



Eaton Vance Senior Floating-Rate Trust as of October 31, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Building and Development (continued)      
Tousa/Kolter, LLC      
$ 2,070,000     Term Loan, 7.62%, Maturing January 7, 2008(2)   $ 2,072,587    
TRU 2005 RE Holding Co.      
  4,100,000     Term Loan, 8.32%, Maturing December 9, 2008     4,112,812    
Trustreet Properties, Inc.      
  1,465,000     Term Loan, 7.32%, Maturing April 8, 2010     1,468,662    
United Subcontractors, Inc.      
  825,000     Term Loan, 12.86%, Maturing June 27, 2013     800,250    
            $ 55,012,079    
Business Equipment and Services — 8.6%      
Acco Brands Corp.      
$ 1,319,863     Term Loan, 7.14%, Maturing August 17, 2012   $ 1,325,637    
Activant Solutions, Inc.      
  771,125     Term Loan, 7.50%, Maturing May 1, 2013     767,269    
Affiliated Computer Services      
  818,813     Term Loan, 7.39%, Maturing March 20, 2013     821,243    
  2,169,563     Term Loan, 7.40%, Maturing March 20, 2013     2,175,798    
Affinion Group, Inc.      
  2,086,046     Term Loan, 8.17%, Maturing October 17, 2012     2,100,063    
Alix Partners LLP      
  1,050,000     Term Loan, 7.88%, Maturing October 12, 2013     1,056,562    
Allied Security Holdings, LLC      
  1,294,091     Term Loan, 8.37%, Maturing June 30, 2010     1,305,414    
Buhrmann US, Inc.      
  3,107,485     Term Loan, 7.18%, Maturing December 31, 2010     3,117,196    
DynCorp International, LLC      
  1,211,550     Term Loan, 7.75%, Maturing February 11, 2011     1,219,122    
Gate Gourmet Borrower, LLC      
  1,642,666     Term Loan, 8.12%, Maturing March 9, 2012     1,661,806    
Info USA, Inc.      
  620,313     Term Loan, 7.07%, Maturing February 14, 2012     619,537    
Iron Mountain, Inc.      
  2,286,358     Term Loan, 7.16%, Maturing April 2, 2011     2,292,074    
Language Line, Inc.      
  2,357,609     Term Loan, 9.63%, Maturing June 11, 2011     2,374,923    
Mitchell International, Inc.      
  709,417     Term Loan, 7.37%, Maturing August 15, 2011     712,078    
N.E.W. Holdings I, LLC      
  770,000     Term Loan, 12.35%, Maturing February 8, 2014     785,400    
  523,688     Term Loan, 8.11%, Maturing August 8, 2014     527,124    
Nielsen Finance, LLC      
  6,925,000     Term Loan, 8.19%, Maturing August 9, 2013     6,958,005    

 

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Business Equipment and Services (continued)      
Protection One, Inc.      
$ 914,344     Term Loan, 7.86%, Maturing March 31, 2012   $ 918,344    
Quantum Corp.      
  450,000     Term Loan, 9.44%, Maturing August 22, 2012     450,562    
Quintiles Transnational Corp.      
  1,700,000     Term Loan, 9.37%, Maturing March 31, 2014     1,731,078    
Serena Software, Inc.      
  562,500     Term Loan, 7.62%, Maturing March 10, 2013     563,414    
Sungard Data Systems, Inc.      
  12,936,250     Term Loan, 8.00%, Maturing February 11, 2013     13,073,154    
TDS Investor Corp.      
  3,025,001     Term Loan, 8.37%, Maturing August 23, 2013     3,037,965    
Transaction Network Services, Inc.      
  783,819     Term Loan, 7.39%, Maturing May 4, 2012     783,819    
US Investigations Services, Inc.      
  1,185,154     Term Loan, 7.89%, Maturing October 14, 2012     1,191,821    
  543,989     Term Loan, 7.89%, Maturing October 14, 2013     546,709    
Western Inventory Services      
  975,016     Term Loan, 7.82%, Maturing March 31, 2011     979,891    
Williams Scotsman, Inc.      
  750,000     Term Loan, 6.82%, Maturing June 27, 2010     748,125    
            $ 53,844,133    
Cable and Satellite Television — 7.9%      
Atlantic Broadband Finance, LLC      
$ 4,272,962     Term Loan, 8.14%, Maturing February 10, 2011   $ 4,331,715    
Bragg Communications, Inc.      
  1,029,000     Term Loan, 7.08%, Maturing August 31, 2011     1,031,572    
Bresnan Broadband Holdings, LLC      
  1,200,000     Term Loan, 9.91%, Maturing March 29, 2014     1,229,500    
Cequel Communications, LLC      
  1,550,000     Term Loan, 9.99%, Maturing May 5, 2014     1,545,317    
  2,979,762     Term Loan, 11.49%, Maturing May 5, 2014     2,961,759    
Charter Communications Operating, LLC      
  12,118,808     Term Loan, 8.01%, Maturing April 28, 2013     12,236,966    
CSC Holdings, Inc.      
  2,985,000     Term Loan, 7.15%, Maturing March 29, 2013     2,986,200    
Insight Midwest Holdings, LLC      
  1,331,250     Term Loan, 0.00%, Maturing April 6, 2014(2)     1,341,754    
  3,993,750     Term Loan, 7.57%, Maturing April 6, 2014     4,025,261    
Mediacom Broadband Group      
  5,895,450     Term Loan, 6.98%, Maturing January 31, 2015     5,878,872    
Mediacom Illinois, LLC      
  2,784,750     Term Loan, 7.22%, Maturing January 31, 2015     2,780,896    

 

See notes to financial statements

5



Eaton Vance Senior Floating-Rate Trust as of October 31, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Cable and Satellite Television (continued)      
NTL Investment Holdings, Ltd.      
$ 2,492,490     Term Loan, 7.32%, Maturing March 30, 2013   $ 2,508,068    
Persona Communications Corp.      
  354,378     Term Loan, 0.00%, Maturing October 12, 2013(2)     356,593    
  570,622     Term Loan, 8.12%, Maturing October 12, 2013     574,189    
  825,000     Term Loan, 11.37%, Maturing April 12, 2014     830,156    
UGS Corp.      
  2,203,138     Term Loan, 7.13%, Maturing March 31, 2012     2,203,596    
UPC Broadband Holding B.V.      
  1,195,000     Term Loan, 7.64%, Maturing March 31, 2013     1,196,440    
  1,195,000     Term Loan, 7.64%, Maturing December 31, 2013     1,196,227    
            $ 49,215,081    
Chemicals and Plastics — 9.6%      
Basell Af S.A.R.L.      
$ 375,000     Term Loan, 7.60%, Maturing August 1, 2013   $ 379,922    
  375,000     Term Loan, 8.35%, Maturing August 1, 2014     379,922    
Brenntag Holding GmbH and Co. KG      
  1,900,000     Term Loan, 8.08%, Maturing December 23, 2013     1,919,466    
  1,000,000     Term Loan, 12.08%, Maturing December 23, 2015     1,024,531    
Celanese Holdings, LLC      
  4,150,180     Term Loan, 7.37%, Maturing June 4, 2011     4,178,343    
Gentek, Inc.      
  551,362     Term Loan, 7.37%, Maturing February 25, 2011     554,464    
  669,630     Term Loan, 9.62%, Maturing February 28, 2012     676,493    
Georgia Gulf Corp.      
  1,500,000     Term Loan, 7.32%, Maturing October 3, 2013     1,509,063    
Hercules, Inc.      
  862,875     Term Loan, 6.87%, Maturing October 8, 2010     864,061    
Hexion Specialty Chemicals, Inc.      
  805,520     Term Loan, 7.37%, Maturing May 5, 2013     804,441    
  3,708,168     Term Loan, 7.38%, Maturing May 5, 2013     3,703,203    
Huntsman, LLC      
  5,507,865     Term Loan, 7.07%, Maturing August 16, 2012     5,511,313    
Ineos Group      
  1,625,000     Term Loan, 7.61%, Maturing December 14, 2013     1,646,497    
  1,625,000     Term Loan, 8.11%, Maturing December 14, 2014     1,646,497    
Innophos, Inc.      
  713,530     Term Loan, 7.57%, Maturing August 10, 2010     716,875    
Invista B.V.      
  2,523,638     Term Loan, 6.88%, Maturing April 29, 2011     2,524,428    
  1,337,714     Term Loan, 6.88%, Maturing April 29, 2011     1,338,133    
ISP Chemo, Inc.      
  2,189,000     Term Loan, 7.45%, Maturing February 16, 2013     2,198,772    

 

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Chemicals and Plastics (continued)      
Kranton Polymers, LLC      
$ 3,258,534     Term Loan, 7.38%, Maturing May 12, 2013   $ 3,272,790    
Lucite International Group Holdings      
  214,122     Term Loan, 0.00%, Maturing July 7, 2013(2)     215,931    
  609,351     Term Loan, 8.07%, Maturing July 7, 2013     614,500    
Lyondell Chemical Co.      
  4,000,000     Term Loan, 7.11%, Maturing August 16, 2013     4,025,416    
Mosaic Co.      
  1,418,400     Term Loan, 6.99%, Maturing February 21, 2012     1,419,464    
Nalco Co.      
  5,838,178     Term Loan, 7.16%, Maturing November 4, 2010     5,861,397    
PQ Corp.      
  1,257,728     Term Loan, 7.38%, Maturing February 10, 2012     1,263,230    
Professional Paint, Inc.      
  723,188     Term Loan, 7.63%, Maturing May 31, 2012     724,543    
  350,000     Term Loan, 11.38%, Maturing May 31, 2013     353,063    
Rockwood Specialties Group, Inc.      
  4,383,250     Term Loan, 7.38%, Maturing December 10, 2012     4,409,002    
Solo Cup Co.      
  2,645,013     Term Loan, 8.61%, Maturing February 27, 2011     2,661,751    
  550,000     Term Loan, 11.37%, Maturing March 31, 2012     564,438    
Solutia, Inc.      
  750,000     DIP Loan, 8.96%, Maturing March 31, 2007     752,813    
Wellman, Inc.      
  2,250,000     Term Loan, 9.49%, Maturing February 10, 2009     2,261,954    
            $ 59,976,716    
Clothing / Textiles — 0.8%      
Hanesbrands, Inc.      
$ 1,800,000     Term Loan, 7.68%, Maturing September 5, 2013   $ 1,817,550    
  850,000     Term Loan, 9.19%, Maturing March 5, 2014     872,465    
Propex Fabrics, Inc.      
  931,875     Term Loan, 7.63%, Maturing July 31, 2012     934,205    
St. John Knits International, Inc.      
  609,910     Term Loan, 9.32%, Maturing March 23, 2012     606,860    
The William Carter Co.      
  726,863     Term Loan, 6.87%, Maturing July 14, 2012     726,522    
            $ 4,957,602    
Conglomerates — 2.7%      
Amsted Industries, Inc.      
$ 1,732,430     Term Loan, 7.37%, Maturing October 15, 2010   $ 1,740,009    
Blount, Inc.      
  343,887     Term Loan, 7.10%, Maturing August 9, 2010     344,961    

 

See notes to financial statements

6



Eaton Vance Senior Floating-Rate Trust as of October 31, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Conglomerates (continued)      
Education Management, LLC      
$ 1,546,125     Term Loan, 7.88%, Maturing June 1, 2013   $ 1,558,494    
Euramax International, Inc.      
  608,052     Term Loan, 8.19%, Maturing June 28, 2012     611,852    
  750,000     Term Loan, 12.37%, Maturing June 28, 2013     755,625    
Goodman Global Holdings, Inc.      
  1,062,982     Term Loan, 7.25%, Maturing December 23, 2011     1,062,539    
Jarden Corp.      
  1,503,550     Term Loan, 7.12%, Maturing January 24, 2012     1,503,926    
  2,668,323     Term Loan, 7.37%, Maturing January 24, 2012     2,676,454    
Johnson Diversey, Inc.      
  1,718,335     Term Loan, 7.97%, Maturing December 16, 2011     1,734,176    
Polymer Group, Inc.      
  2,555,688     Term Loan, 7.61%, Maturing November 22, 2012     2,561,011    
Rexnord Corp.      
  1,375,000     Term Loan, 7.88%, Maturing July 19, 2013     1,384,453    
RGIS Holdings, LLC      
  1,141,464     Term Loan, 7.87%, Maturing February 15, 2013     1,141,108    
            $ 17,074,608    
Containers and Glass Products — 4.8%      
Bluegrass Container Co.      
$ 1,266,825     Term Loan, 7.60%, Maturing June 30, 2013   $ 1,280,087    
  379,050     Term Loan, 8.00%, Maturing June 30, 2013     383,018    
  284,848     Term Loan, 10.00%, Maturing December 30, 2013     288,721    
  890,152     Term Loan, 10.32%, Maturing December 30, 2013     902,252    
Consolidated Container Holding, LLC      
  1,173,000     Term Loan, 8.63%, Maturing December 15, 2008     1,178,865    
Crown Americas, Inc.      
  625,000     Term Loan, 7.07%, Maturing November 15, 2012     626,758    
Graham Packaging Holdings Co.      
  373,101     Term Loan, 7.69%, Maturing October 7, 2011     375,300    
  4,323,000     Term Loan, 7.73%, Maturing October 7, 2011     4,348,475    
  1,428,571     Term Loan, 9.69%, Maturing April 7, 2012     1,442,411    
Graphic Packaging International, Inc.      
  5,427,325     Term Loan, 7.88%, Maturing August 8, 2010     5,496,621    
IPG (US), Inc.      
  2,141,300     Term Loan, 7.64%, Maturing July 28, 2011     2,143,977    
JSG Acquisitions      
  1,845,000     Term Loan, 7.75%, Maturing December 31, 2013     1,859,415    
  1,845,000     Term Loan, 8.25%, Maturing December 13, 2014     1,868,640    
Kranson Industries, Inc.      
  850,000     Term Loan, 8.17%, Maturing July 31, 2013     854,781    
Owens-Brockway Glass Container      
  1,625,000     Term Loan, 7.07%, Maturing June 14, 2013     1,628,859    

 

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Containers and Glass Products (continued)      
Smurfit-Stone Container Corp.      
$ 589,195     Term Loan, 7.62%, Maturing November 1, 2011   $ 593,580    
  668,250     Term Loan, 7.63%, Maturing November 1, 2011     673,224    
  2,784,412     Term Loan, 7.66%, Maturing November 1, 2011     2,805,137    
  1,470,494     Term Loan, 7.67%, Maturing November 1, 2011     1,481,439    
            $ 30,231,560    
Cosmetics / Toiletries — 0.6%      
American Safety Razor Co.      
$ 900,000     Term Loan, 11.72%, Maturing July 31, 2014   $ 918,000    
Prestige Brands, Inc.      
  1,755,000     Term Loan, 7.71%, Maturing April 7, 2011     1,765,604    
Revlon Consumer Products Corp.      
  942,614     Term Loan, 11.44%, Maturing July 9, 2010     967,750    
            $ 3,651,354    
Drugs — 0.8%      
Patheon, Inc.      
$ 1,787,872     Term Loan, 9.57%, Maturing December 14, 2011   $ 1,753,232    
Warner Chilcott Corp.      
  800,399     Term Loan, 7.87%, Maturing January 18, 2012     805,430    
  2,723,247     Term Loan, 7.93%, Maturing January 18, 2012     2,740,755    
            $ 5,299,417    
Ecological Services and Equipment — 2.2%      
Alderwoods Group, Inc.      
$ 206,089     Term Loan, 7.32%, Maturing August 19, 2010   $ 206,390    
Allied Waste Industries, Inc.      
  1,297,702     Term Loan, 5.33%, Maturing January 15, 2012     1,299,932    
  3,270,420     Term Loan, 7.15%, Maturing January 15, 2012     3,275,293    
Duratek, Inc.      
  591,178     Term Loan, 7.76%, Maturing June 7, 2013     596,536    
Energysolutions, LLC      
  62,107     Term Loan, 7.57%, Maturing June 7, 2013     62,670    
  1,304,825     Term Loan, 7.76%, Maturing June 7, 2013     1,316,651    
Environmental Systems, Inc.      
  922,590     Term Loan, 8.88%, Maturing December 12, 2008     928,357    
  2,500,000     Term Loan, 15.37%, Maturing December 12, 2010     2,562,500    
IESI Corp.      
  970,588     Term Loan, 7.13%, Maturing January 20, 2012     972,105    
Sensus Metering Systems, Inc.      
  2,373,913     Term Loan, 7.45%, Maturing December 17, 2010     2,373,913    
  315,326     Term Loan, 7.50%, Maturing December 17, 2010     315,326    
            $ 13,909,673    

 

See notes to financial statements

7



Eaton Vance Senior Floating-Rate Trust as of October 31, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Electronics / Electrical — 4.4%      
Advanced Micro Devices, Inc.      
$ 2,725,000     Term Loan, 7.57%, Maturing December 31, 2013   $ 2,725,000    
AMI Semiconductor, Inc.      
  2,060,894     Term Loan, 6.82%, Maturing April 1, 2012     2,054,454    
Aspect Software, Inc.      
  2,025,000     Term Loan, 8.44%, Maturing July 11, 2011     2,032,847    
  1,800,000     Term Loan, 12.38%, Maturing July 11, 2013     1,807,501    
Communications & Power, Inc.      
  482,716     Term Loan, 7.57%, Maturing July 23, 2010     484,828    
Enersys Capital, Inc.      
  1,075,250     Term Loan, 7.45%, Maturing March 17, 2011     1,080,626    
Epicor Software Corp.      
  373,125     Term Loan, 7.83%, Maturing March 30, 2012     374,757    
FCI International S.A.S.      
  425,000     Term Loan, 8.33%, Maturing November 1, 2013     428,610    
  425,000     Term Loan, 8.83%, Maturing November 1, 2013     429,693    
Infor Enterprise Solutions Holdings      
  4,025,000     Term Loan, 9.12%, Maturing July 28, 2012     4,061,056    
  1,380,000     Term Loan, 9.12%, Maturing July 28, 2012     1,392,362    
Network Solutions, LLC      
  957,763     Term Loan, 10.37%, Maturing January 9, 2012     969,735    
Open Solutions, Inc.      
  1,050,000     Term Loan, 11.90%, Maturing March 3, 2012     1,076,250    
Rayovac Corp.      
  3,453,516     Term Loan, 8.39%, Maturing February 7, 2012     3,467,699    
Security Co., Inc.      
  977,527     Term Loan, 8.63%, Maturing June 28, 2010     984,859    
  1,000,000     Term Loan, 12.88%, Maturing June 28, 2011     1,012,500    
Sensata Technologies Finance Co.      
  798,000     Term Loan, 7.13%, Maturing April 27, 2013     794,134    
Telcordia Technologies, Inc.      
  2,692,762     Term Loan, 8.15%, Maturing September 15, 2012     2,596,833    
Vertafore, Inc.      
  850,000     Term Loan, 11.42%, Maturing January 31, 2013     864,521    
            $ 27,245,903    
Equipment Leasing — 1.0%      
Awas Capital, Inc.      
$ 2,508,656     Term Loan, 11.44%, Maturing March 22, 2013   $ 2,533,742    
United Rentals, Inc.      
  1,121,250     Term Loan, 6.00%, Maturing February 14, 2011     1,126,272    
  2,476,094     Term Loan, 7.32%, Maturing February 14, 2011     2,487,184    
            $ 6,147,198    

 

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Farming / Agriculture — 0.3%      
Central Garden & Pet Co.      
$ 2,064,625     Term Loan, 6.82%, Maturing February 28, 2014   $ 2,066,776    
            $ 2,066,776    
Financial Intermediaries — 3.4%      
AIMCO Properties, L.P.      
$ 3,300,000     Term Loan, 6.91%, Maturing March 23, 2011   $ 3,308,250    
Ameritrade Holding Corp.      
  3,753,528     Term Loan, 6.82%, Maturing December 31, 2012     3,756,265    
Citgo III, Ltd.      
  250,000     Term Loan, 8.14%, Maturing August 3, 2013     251,953    
  250,000     Term Loan, 8.64%, Maturing August 3, 2014     252,891    
Coinstar, Inc.      
  524,689     Term Loan, 7.37%, Maturing July 7, 2011     528,296    
Fidelity National Information Solutions, Inc.      
  6,327,475     Term Loan, 7.07%, Maturing March 9, 2013     6,349,444    
IPayment, Inc.      
  945,250     Term Loan, 7.36%, Maturing May 10, 2013     945,250    
LPL Holdings, Inc.      
  3,597,813     Term Loan, 8.30%, Maturing June 30, 2013     3,643,346    
Oxford Acquisition III, Ltd.      
  1,250,000     Term loan, 7.69%, Maturing September 20, 2013     1,260,743    
The Macerich Partnership, L.P.      
  1,210,000     Term Loan, 6.88%, Maturing April 25, 2010     1,207,731    
            $ 21,504,169    
Food Products — 3.3%      
Acosta, Inc.      
$ 2,344,125     Term Loan, 8.08%, Maturing July 28, 2013   $ 2,368,054    
BF Bolthouse HoldCo, LLC      
  1,150,000     Term Loan, 10.87%, Maturing December 16, 2013     1,161,500    
Chiquita Brands, LLC      
  1,175,125     Term Loan, 7.62%, Maturing June 28, 2012     1,175,308    
Del Monte Corp.      
  1,513,594     Term Loan, 6.95%, Maturing February 8, 2012     1,517,649    
Dole Food Company, Inc.      
  162,791     Term Loan, 5.24%, Maturing April 12, 2013     161,773    
  1,214,826     Term Loan, 7.47%, Maturing April 12, 2013     1,207,233    
  364,448     Term Loan, 7.55%, Maturing April 12, 2013     362,170    
Michael Foods, Inc.      
  3,557,191     Term Loan, 7.54%, Maturing November 21, 2010     3,565,344    
Pinnacle Foods Holdings Corp.      
  5,371,754     Term Loan, 7.37%, Maturing November 25, 2010     5,387,198    

 

See notes to financial statements

8



Eaton Vance Senior Floating-Rate Trust as of October 31, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Food Products (continued)      
QCE Finance, LLC      
$ 498,750     Term Loan, 7.63%, Maturing May 5, 2013   $ 497,859    
  950,000     Term Loan, 11.12%, Maturing November 5, 2013     965,675    
Reddy Ice Group, Inc.      
  1,970,000     Term Loan, 7.12%, Maturing August 9, 2012     1,972,463    
            $ 20,342,226    
Food Service — 3.1%      
AFC Enterprises, Inc.      
$ 512,506     Term Loan, 7.63%, Maturing May 23, 2009   $ 515,068    
Buffets, Inc.      
  418,182     Term Loan, 4.88%, Maturing June 28, 2009     419,750    
  1,821,878     Term Loan, 10.75%, Maturing June 28, 2009     1,828,710    
Burger King Corp.      
  1,644,418     Term Loan, 6.88%, Maturing June 30, 2012     1,645,560    
Carrols Corp.      
  2,162,672     Term Loan, 7.88%, Maturing December 31, 2010     2,172,944    
CBRL Group, Inc.      
  1,988,966     Term Loan, 6.93%, Maturing April 27, 2013     1,985,982    
CKE Restaurants, Inc.      
  243,478     Term Loan, 7.38%, Maturing May 1, 2010     244,391    
Denny's, Inc.      
  607,939     Term Loan, 8.59%, Maturing September 21, 2009     610,472    
Domino's, Inc.      
  6,088,457     Term Loan, 6.88%, Maturing June 25, 2010     6,093,529    
Jack in the Box, Inc.      
  2,917,499     Term Loan, 6.88%, Maturing January 8, 2011     2,929,353    
NPC International, Inc.      
  395,833     Term Loan, 7.10%, Maturing May 3, 2013     394,844    
Nutro Products, Inc.      
  472,625     Term Loan, 7.37%, Maturing April 26, 2013     473,807    
Sagittarius Restaurants, LLC      
  398,000     Term Loan, 7.62%, Maturing March 29, 2013     399,866    
            $ 19,714,276    
Food / Drug Retailers — 2.6%      
Cumberland Farms, Inc.      
$ 1,575,000     Term Loan, 7.37%, Maturing September 29, 2013   $ 1,582,875    
General Nutrition Centers, Inc.      
  1,000,000     Revolving Loan, 0.00%, Maturing December 5, 2009(2)     972,500    
  1,002,872     Term Loan, 8.11%, Maturing December 5, 2009     1,011,961    
Giant Eagle, Inc.      
  1,836,125     Term Loan, 6.90%, Maturing November 7, 2012     1,838,134    

 

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Food / Drug Retailers (continued)      
Roundy's Supermarkets, Inc.      
$ 3,399,313     Term Loan, 8.42%, Maturing November 3, 2011   $ 3,430,331    
Sonic Corp.      
  648,000     Term Loan, 7.32%, Maturing September 22, 2013     650,430    
Supervalu, Inc.      
  1,492,500     Term Loan, 7.19%, Maturing June 1, 2012     1,498,004    
The Jean Coutu Group (PJC), Inc.      
  4,666,028     Term Loan, 7.94%, Maturing July 30, 2011     4,687,119    
The Pantry, Inc.      
  794,000     Term Loan, 7.07%, Maturing January 2, 2012     796,730    
            $ 16,468,084    
Forest Products — 3.6%      
Appleton Papers, Inc.      
$ 1,614,435     Term Loan, 7.65%, Maturing June 11, 2010   $ 1,622,507    
Boise Cascade Holdings, LLC      
  2,363,411     Term Loan, 7.11%, Maturing October 29, 2011     2,376,855    
Buckeye Technologies, Inc.      
  2,359,072     Term Loan, 7.38%, Maturing April 15, 2010     2,361,037    
Georgia-Pacific Corp.      
  8,783,625     Term Loan, 7.39%, Maturing December 20, 2012     8,839,129    
  2,675,000     Term Loan, 8.39%, Maturing December 23, 2013     2,712,512    
NewPage Corp.      
  2,046,226     Term Loan, 8.36%, Maturing May 2, 2011     2,071,804    
RLC Industries Co.      
  1,097,357     Term Loan, 6.82%, Maturing February 20, 2010     1,095,985    
Xerium Technologies, Inc.      
  1,363,729     Term Loan, 7.62%, Maturing May 18, 2012     1,362,025    
            $ 22,441,854    
Healthcare — 9.7%      
Accellent, Inc.      
$ 347,375     Term Loan, 7.40%, Maturing November 22, 2012   $ 348,243    
Alliance Imaging, Inc.      
  1,091,604     Term Loan, 7.94%, Maturing December 29, 2011     1,094,675    
American Medical Systems      
  1,700,000     Term Loan, 7.81%, Maturing July 20, 2012     1,702,125    
Ameripath, Inc.      
  865,650     Term Loan, 7.39%, Maturing October 31, 2012     867,057    
AMN Healthcare, Inc.      
  444,664     Term Loan, 7.12%, Maturing November 2, 2011     446,193    
AMR HoldCo, Inc.      
  1,151,460     Term Loan, 7.28%, Maturing February 10, 2012     1,153,619    

 

See notes to financial statements

9



Eaton Vance Senior Floating-Rate Trust as of October 31, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Healthcare (continued)      
Caremore Holdings, Inc.      
$ 895,500     Term Loan, 8.62%, Maturing February 28, 2013   $ 900,817    
Carl Zeiss Topco GMBH      
  368,333     Term Loan, 8.12%, Maturing February 28, 2013     371,556    
  736,667     Term Loan, 8.62%, Maturing February 28, 2014     746,796    
  375,000     Term Loan, 10.87%, Maturing August 31, 2014     380,578    
Community Health Systems, Inc.      
  7,096,641     Term Loan, 7.15%, Maturing August 19, 2011     7,108,677    
Concentra Operating Corp.      
  2,237,799     Term Loan, 7.62%, Maturing September 30, 2011     2,250,736    
Conmed Corp.      
  1,094,500     Term Loan, 7.32%, Maturing April 13, 2013     1,095,868    
CRC Health Corp.      
  497,500     Term Loan, 7.62%, Maturing February 6, 2013     498,122    
Davita, Inc.      
  6,453,610     Term Loan, 7.43%, Maturing October 5, 2012     6,493,080    
DJ Orthopedics, LLC      
  332,250     Term Loan, 6.88%, Maturing April 7, 2013     331,835    
Encore Medical IHC, Inc.      
  1,388,699     Term Loan, 8.30%, Maturing October 4, 2010     1,392,171    
FGX International, Inc.      
  600,000     Term Loan, 9.39%, Maturing December 12, 2012     597,000    
  333,000     Term Loan, 13.14%, Maturing December 9, 2013     316,350    
FHC Health Systems, Inc.      
  928,571     Term Loan, 11.40%, Maturing December 18, 2009     963,393    
  650,000     Term Loan, 13.40%, Maturing December 18, 2009     674,375    
  500,000     Term Loan, 14.40%, Maturing February 7, 2011     518,750    
Fresenius Medical Care Holdings      
  3,756,125     Term Loan, 6.75%, Maturing March 31, 2013     3,737,604    
Hanger Orthopedic Group, Inc.      
  723,188     Term Loan, 7.87%, Maturing May 30, 2013     726,653    
HealthSouth Corp.      
  2,119,688     Term Loan, 8.62%, Maturing March 10, 2013     2,130,875    
Kinetic Concepts, Inc.      
  1,493,589     Term Loan, 7.12%, Maturing October 3, 2009     1,497,790    
La Petite Academy, Inc.      
  700,000     Term Loan, 10.04%, Maturing August 21, 2012     704,813    
Leiner Health Products, Inc.      
  972,613     Term Loan, 8.88%, Maturing May 27, 2011     978,286    
Lifecare Holdings, Inc.      
  866,250     Term Loan, 7.57%, Maturing August 11, 2012     800,198    
Lifepoint Hospitals, Inc.      
  3,937,182     Term Loan, 6.95%, Maturing April 15, 2012     3,924,386    

 

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Healthcare (continued)      
Magellan Health Services, Inc.      
$ 1,111,111     Term Loan, 5.20%, Maturing August 15, 2008   $ 1,113,889    
  972,222     Term Loan, 7.17%, Maturing August 15, 2008     974,653    
Matria Healthcare, Inc.      
  500,000     Term Loan, 12.15%, Maturing January 19, 2007     510,000    
  171,548     Term Loan, 7.63%, Maturing January 19, 2012     172,084    
Multiplan Merger Corp.      
  970,735     Term Loan, 7.85%, Maturing April 12, 2013     973,162    
National Mentor Holdings, Inc.      
  61,600     Term Loan, 5.32%, Maturing June 29, 2013     61,908    
  1,035,804     Term Loan, 7.87%, Maturing June 29, 2013     1,040,983    
National Rental Institutes, Inc.      
  872,813     Term Loan, 7.59%, Maturing March 31, 2013     873,904    
PER-SE Technologies, Inc.      
  885,057     Term Loan, 7.57%, Maturing January 6, 2013     890,313    
Renal Advantage, Inc.      
  346,607     Term Loan, 7.89%, Maturing October 5, 2012     349,424    
Select Medical Holding Corp.      
  2,165,787     Term Loan, 7.15%, Maturing February 24, 2012     2,128,293    
Sheridan Healthcare, Inc.      
  73,260     Term Loan, 0.00%, Maturing November 9, 2011(2)     73,810    
  426,740     Term Loan, 8.35%, Maturing November 9, 2011     429,940    
Sunrise Medical Holdings, Inc.      
  968,577     Term Loan, 8.89%, Maturing May 13, 2010     966,156    
Talecris Biotherapeutics, Inc.      
  994,850     Term Loan, 8.64%, Maturing March 31, 2010     999,824    
  437,500     Term Loan, 8.89%, Maturing May 31, 2010     437,500    
Vanguard Health Holding Co., LLC      
  2,198,613     Term Loan, 7.87%, Maturing September 23, 2011     2,203,424    
VWR International, Inc.      
  1,568,052     Term Loan, 7.63%, Maturing April 7, 2011     1,572,463    
            $ 60,524,351    
Home Furnishings — 1.1%      
Interline Brands, Inc.      
$ 769,810     Term Loan, 7.11%, Maturing June 23, 2013   $ 771,253    
  1,000,753     Term Loan, 7.12%, Maturing June 23, 2013     1,002,629    
Knoll, Inc.      
  1,644,389     Term Loan, 7.12%, Maturing October 3, 2012     1,654,154    
National Bedding Co., LLC      
  550,000     Term Loan, 10.37%, Maturing August 31, 2012     555,156    
Simmons Co.      
$ 2,889,682     Term Loan, 7.17%, Maturing December 19, 2011   $ 2,911,806    
            $ 6,894,998    

 

See notes to financial statements

10



Eaton Vance Senior Floating-Rate Trust as of October 31, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Industrial Equipment — 1.8%      
Aearo Technologies, Inc.      
$ 400,000     Term Loan, 11.87%, Maturing September 24, 2013   $ 406,000    
Alliance Laundry Holdings, LLC      
  874,404     Term Loan, 7.57%, Maturing January 27, 2012     880,689    
Douglas Dynamics Holdings, Inc.      
  861,611     Term Loan, 7.12%, Maturing December 16, 2010     859,456    
Flowserve Corp.      
  2,012,991     Term Loan, 6.88%, Maturing August 10, 2012     2,017,080    
Gleason Corp.      
  650,000     Term Loan, 7.91%, Maturing June 30, 2013     654,875    
  400,000     Term Loan, 10.94%, Maturing December 31, 2013     405,000    
John Maneely Co.      
  394,231     Term Loan, 8.37%, Maturing March 24, 2013     398,296    
Maxim Crane Works, L.P.      
  1,038,290     Term Loan, 7.33%, Maturing January 28, 2010     1,042,184    
Nacco Materials Handling Group, Inc.      
  623,438     Term Loan, 7.36%, Maturing March 22, 2013     622,658    
PP Acquisition Corp.      
  2,484,409     Term Loan, 8.32%, Maturing November 12, 2011     2,504,078    
Terex Corp.      
  723,188     Term Loan, 7.12%, Maturing July 13, 2013     725,899    
TFS Acquisition Corp.      
  700,000     Term Loan, 8.92%, Maturing August 11, 2013     705,250    
            $ 11,221,465    
Insurance — 1.2%      
Applied Systems, Inc.      
$ 1,350,000     Term Loan, 8.17%, Maturing September 26, 2013   $ 1,357,173    
ARG Holding, Inc.      
  1,250,000     Term Loan, 12.62%, Maturing November 30, 2012     1,265,625    
CCC Information Services Group      
  700,000     Term Loan, 7.87%, Maturing February 10, 2013     703,938    
Conseco, Inc.      
  2,775,000     Term Loan, 7.32%, Maturing October 10, 2013     2,785,406    
U.S.I. Holdings Corp.      
  225,000     Term Loan, 0.00%, Maturing March 24, 2011(2)     226,125    
  1,396,816     Term Loan, 7.69%, Maturing March 24, 2011     1,403,800    
            $ 7,742,067    
Leisure Goods / Activities / Movies — 8.6%      
24 Hour Fitness Worldwide, Inc.      
$ 1,666,625     Term Loan, 7.99%, Maturing June 8, 2012   $ 1,679,125    
Alliance Atlantis Communications, Inc.      
  615,625     Term Loan, 6.87%, Maturing December 31, 2011     616,266    

 

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Leisure Goods / Activities / Movies (continued)      
AMC Entertainment, Inc.      
$ 1,860,938     Term Loan, 7.45%, Maturing January 26, 2013   $ 1,878,045    
AMF Bowling Worldwide, Inc.      
  1,184,179     Term Loan, 8.43%, Maturing August 27, 2009     1,193,800    
Bombardier Recreational Product      
  2,000,000     Term Loan, 8.13%, Maturing June 28, 2013     2,000,000    
Butterfly Wendel US, Inc.      
  300,000     Term Loan, 8.15%, Maturing June 22, 2013     304,172    
  300,000     Term Loan, 7.90%, Maturing June 22, 2014     302,672    
Cedar Fair, L.P.      
  3,042,375     Term Loan, 7.87%, Maturing August 30, 2012     3,079,215    
Cinemark, Inc.      
  3,650,000     Term Loan, 7.32%, Maturing October 5, 2013     3,677,090    
Deluxe Entertainment Services      
  894,167     Term Loan, 9.12%, Maturing January 28, 2011     927,698    
Easton-Bell Sports, Inc.      
  547,250     Term Loan, 7.12%, Maturing March 16, 2012     548,618    
Fender Musical Instruments Co.      
  705,000     Term Loan, 11.38%, Maturing October 1, 2012     712,050    
Mega Blocks, Inc.      
  1,629,375     Term Loan, 7.19%, Maturing July 26, 2012     1,633,448    
Metro-Goldwyn-Mayer Holdings, Inc.      
  9,019,675     Term Loan, 8.62%, Maturing April 8, 2012     8,919,006    
Regal Cinemas Corp.      
  4,050,001     Term Loan, 7.12%, Maturing November 10, 2010     4,048,915    
Six Flags Theme Parks, Inc.      
  7,744,365     Term Loan, 8.66%, Maturing June 30, 2009     7,839,357    
Southwest Sports Group, LLC      
  1,875,000     Term Loan, 7.88%, Maturing December 22, 2010     1,875,587    
Universal City Development Partners, Ltd.      
  1,721,345     Term Loan, 7.39%, Maturing June 9, 2011     1,728,876    
WMG Acquisition Corp.      
  875,000     Revolving Loan, 0.00%, Maturing February 28, 2010(2)     851,156    
  9,839,970     Term Loan, 7.37%, Maturing February 28, 2011     9,888,559    
            $ 53,703,655    
Lodging and Casinos — 4.2%      
Ameristar Casinos, Inc.      
$ 1,091,750     Term Loan, 6.90%, Maturing November 10, 2012   $ 1,093,115    
Bally Technologies, Inc.      
  4,894,206     Term Loan, 9.33%, Maturing September 5, 2009     4,911,541    
CCM Merger, Inc.      
  2,457,660     Term Loan, 7.38%, Maturing April 25, 2012     2,458,888    
Columbia Entertainment Co.      
  300,536     Term Loan, 7.82%, Maturing October 24, 2011     302,038    

 

See notes to financial statements

11



Eaton Vance Senior Floating-Rate Trust as of October 31, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Lodging and Casinos (continued)      
Fairmont Hotels and Resorts, Inc.      
$ 807,425     Term Loan, 8.57%, Maturing May 12, 2011   $ 814,490    
Globalcash Access, LLC      
  730,897     Term Loan, 8.25%, Maturing March 10, 2010     730,897    
Green Valley Ranch Gaming, LLC      
  1,228,126     Term Loan, 7.37%, Maturing December 31, 2010     1,230,429    
Isle of Capri Casinos, Inc.      
  2,235,187     Term Loan, 7.18%, Maturing February 4, 2012     2,243,569    
Penn National Gaming, Inc.      
  6,504,300     Term Loan, 7.13%, Maturing October 3, 2012     6,546,578    
Pinnacle Entertainment, Inc.      
  625,000     Term Loan, 7.32%, Maturing December 14, 2011     627,422    
Venetian Casino Resort, LLC      
  4,141,202     Term Loan, 7.12%, Maturing June 15, 2011     4,156,083    
VML US Finance, LLC      
  441,667     Term Loan, 0.00%, Maturing May 25, 2012(2)     441,482    
  883,333     Term Loan, 8.12%, Maturing May 25, 2013     890,165    
            $ 26,446,699    
Nonferrous Metals / Minerals — 1.8%      
Almatis Holdings 5 BV      
$ 325,000     Term Loan, 8.12%, Maturing December 21, 2013   $ 329,443    
  325,000     Term Loan, 8.62%, Maturing December 21, 2014     330,916    
Alpha Natural Resources, LLC      
  868,437     Term Loan, 7.12%, Maturing October 26, 2012     870,744    
Carmeuse Lime, Inc.      
  577,742     Term Loan, 7.19%, Maturing May 2, 2011     577,742    
Magnequench International, Inc.      
  1,342,250     Term Loan, 8.88%, Maturing August 31, 2009     1,345,606    
Magnum Coal Co.      
  186,364     Term Loan, 8.57%, Maturing March 15, 2013     187,063    
  1,854,318     Term Loan, 8.62%, Maturing March 15, 2013     1,861,272    
Murray Energy Corp.      
  916,050     Term Loan, 8.40%, Maturing January 28, 2010     925,211    
Novelis, Inc.      
  2,921,089     Term Loan, 7.72%, Maturing January 6, 2012     2,934,065    
Tube City IMS Corp.      
  2,000,000     Term Loan, 11.37%, Maturing October 26, 2011     2,005,000    
            $ 11,367,062    
Oil and Gas — 3.2%      
Coffeyville Resources, LLC      
$ 850,000     Term Loan, 12.13%, Maturing June 24, 2013   $ 877,094    
Concho Resources, Inc.      
  2,169,563     Term Loan, 9.37%, Maturing July 6, 2011(3)     2,162,837    

 

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Oil and Gas (continued)      
El Paso Corp.      
$ 1,350,000     Term Loan, 5.33%, Maturing July 31, 2011   $ 1,360,727    
Epco Holdings, Inc.      
  433,082     Term Loan, 7.13%, Maturing August 18, 2008     434,300    
  1,885,950     Term Loan, 7.37%, Maturing August 18, 2010     1,898,916    
Key Energy Services, Inc.      
  1,186,037     Term Loan, 9.19%, Maturing June 30, 2012     1,193,265    
LB Pacific, L.P.      
  1,499,675     Term Loan, 8.07%, Maturing March 3, 2012     1,503,424    
Niska Gas Storage      
  173,939     Term Loan, 0.00%, Maturing May 13, 2011(2)     174,157    
  248,485     Term Loan, 7.14%, Maturing May 13, 2011     248,795    
  259,605     Term Loan, 7.16%, Maturing May 13, 2011     259,564    
  1,360,144     Term Loan, 7.17%, Maturing May 12, 2013     1,359,932    
Petroleum Geo-Services ASA      
  680,717     Term Loan, 7.61%, Maturing December 16, 2012     686,078    
Primary Natural Resources, Inc.      
  1,542,250     Term Loan, 9.35%, Maturing July 28, 2010(3)     1,537,469    
Targa Resources, Inc.      
  1,685,000     Term Loan, 7.62%, Maturing October 31, 2007     1,687,369    
  1,365,968     Term Loan, 7.62%, Maturing October 31, 2012     1,374,505    
  2,251,292     Term Loan, 7.63%, Maturing October 31, 2012     2,265,363    
W&T Offshore, Inc.      
  1,075,000     Term Loan, 7.65%, Maturing May 26, 2010     1,082,391    
            $ 20,106,186    
Publishing — 6.6%      
American Media Operations, Inc.      
$ 4,275,000     Term Loan, 8.37%, Maturing January 31, 2013   $ 4,306,618    
CBD Media, LLC      
  1,738,821     Term Loan, 7.70%, Maturing December 31, 2009     1,753,310    
Dex Media East, LLC      
  5,101,290     Term Loan, 6.92%, Maturing May 8, 2009     5,091,725    
Dex Media West, LLC      
  3,735,541     Term Loan, 6.88%, Maturing March 9, 2010     3,725,990    
Gatehouse Media Operating, Inc.      
  1,664,211     Term Loan, 7.57%, Maturing June 6, 2013     1,668,371    
Hanley-Wood, LLC      
  53,960     Term Loan, 7.61%, Maturing August 1, 2012     53,994    
  455,183     Term Loan, 7.69%, Maturing August 1, 2012     455,468    
Medianews Group, Inc.      
  972,563     Term Loan, 7.07%, Maturing August 2, 2013     974,386    
Merrill Communications, LLC      
  1,303,834     Term Loan, 7.59%, Maturing February 9, 2009     1,308,723    

 

See notes to financial statements

12



Eaton Vance Senior Floating-Rate Trust as of October 31, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Publishing (continued)      
Nebraska Book Co., Inc.      
$ 1,410,345     Term Loan, 7.88%, Maturing March 4, 2011   $ 1,416,515    
Philadelphia Newspapers, LLC      
  748,125     Term Loan, 8.12%, Maturing June 29, 2013     745,320    
R.H. Donnelley Corp.      
  68,582     Term Loan, 6.62%, Maturing December 31, 2009     68,086    
  5,254,469     Term Loan, 6.89%, Maturing June 30, 2010     5,239,510    
SGS International, Inc.      
  694,750     Term Loan, 8.06%, Maturing December 30, 2011     698,658    
Source Media, Inc.      
  1,792,906     Term Loan, 7.61%, Maturing November 8, 2011     1,802,991    
SP Newsprint Co.      
  3,866,667     Term Loan, 5.32%, Maturing January 9, 2010     3,886,000    
  451,667     Term Loan, 8.48%, Maturing January 9, 2010     453,925    
Sun Media Corp.      
  1,260,692     Term Loan, 7.13%, Maturing February 7, 2009     1,263,582    
Xsys US, Inc.      
  1,872,229     Term Loan, 7.87%, Maturing September 27, 2013     1,884,517    
  1,896,271     Term Loan, 8.37%, Maturing September 27, 2014     1,918,197    
Yell Group, PLC      
  2,600,000     Term Loan, 7.32%, Maturing February 10, 2013     2,615,519    
            $ 41,331,405    
Radio and Television — 5.3%      
Adams Outdoor Advertising, L.P.      
$ 1,320,498     Term Loan, 7.13%, Maturing October 15, 2011   $ 1,324,212    
ALM Media Holdings, Inc.      
  1,104,600     Term Loan, 7.87%, Maturing March 4, 2010     1,105,636    
Block Communications, Inc.      
  843,625     Term Loan, 7.37%, Maturing December 22, 2011     846,261    
CMP KC, LLC      
  993,094     Term Loan, 9.31%, Maturing May 5, 2013     994,335    
CMP Susquehanna Corp.      
  1,366,500     Term Loan, 7.40%, Maturing May 5, 2013     1,370,344    
Cumulus Media, Inc.      
  1,446,375     Term Loan, 7.45%, Maturing June 7, 2013     1,454,964    
DirecTV Holdings, LLC      
  3,877,036     Term Loan, 6.82%, Maturing April 13, 2013     3,882,763    
Entravision Communications Corp.      
  1,305,125     Term Loan, 6.87%, Maturing March 29, 2013     1,306,076    
Gray Television, Inc.      
  1,265,438     Term Loan, 6.88%, Maturing November 22, 2015     1,264,873    
HEI Acquisition, LLC      
  575,000     Term Loan, 8.38%, Maturing December 31, 2011     575,000    

 

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Radio and Television (continued)      
HIT Entertainment, Inc.      
$ 1,014,750     Term Loan, 7.62%, Maturing March 20, 2012   $ 1,018,555    
Intelsat Subsuduary Holding Co.      
  975,000     Term Loan, 7.62%, Maturing July 3, 2013     982,465    
NEP Supershooters, L.P.      
  1,916,927     Term Loan, 13.37%, Maturing August 3, 2011     1,945,681    
Nexstar Broadcasting, Inc.      
  3,531,835     Term Loan, 7.12%, Maturing October 1, 2012     3,524,111    
NextMedia Operating, Inc.      
  420,753     Term Loan, 7.32%, Maturing November 15, 2012     420,280    
PanAmSat Corp.      
  2,475,000     Term Loan, 7.87%, Maturing January 3, 2014     2,498,547    
Patriot Media and Communications CNJ, LLC      
  500,000     Term Loan, 10.50%, Maturing October 6, 2013     508,594    
Paxson Communications Corp.      
  2,500,000     Term Loan, 8.62%, Maturing January 15, 2012     2,545,313    
Raycom TV Broadcasting, LLC      
  2,802,998     Term Loan, 6.88%, Maturing August 28, 2013     2,787,231    
SFX Entertainment      
  1,389,500     Term Loan, 7.62%, Maturing June 21, 2013     1,390,368    
Young Broadcasting, Inc.      
  1,720,813     Term Loan, 8.00%, Maturing November 3, 2012     1,719,469    
            $ 33,465,078    
Rail Industries — 0.7%      
Kansas City Southern Railway Co.      
$ 2,019,938     Term Loan, 7.11%, Maturing April 26, 2013   $ 2,024,145    
Railamerica, Inc.      
  2,628,705     Term Loan, 7.44%, Maturing September 29, 2011     2,642,672    
            $ 4,666,817    
Retailers (Except Food and Drug) — 3.6%      
Advantage Sales & Marketing, Inc.      
$ 845,750     Term Loan, 7.43%, Maturing March 29, 2013   $ 843,460    
American Achievement Corp.      
  479,785     Term Loan, 7.68%, Maturing March 25, 2011     483,383    
Amscan Holdings, Inc.      
  1,417,875     Term Loan, 8.32%, Maturing December 23, 2012     1,429,395    
Coinmach Laundry Corp.      
  3,489,408     Term Loan, 7.91%, Maturing December 19, 2012     3,521,249    
Harbor Freight Tools USA, Inc.      
  1,810,503     Term Loan, 7.22%, Maturing July 15, 2010     1,811,182    
Home Interiors & Gifts, Inc.      
  1,036,768     Term Loan, 10.39%, Maturing March 31, 2011     762,025    

 

See notes to financial statements

13



Eaton Vance Senior Floating-Rate Trust as of October 31, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Retailers (Except Food and Drug) (continued)      
Josten's Corp.      
$ 3,417,787     Term Loan, 7.37%, Maturing October 4, 2011   $ 3,438,438    
Mapco Express, Inc.      
  544,261     Term Loan, 8.07%, Maturing April 28, 2011     549,363    
Mauser Werke GMBH & Co. KG      
  1,175,000     Term Loan, 8.10%, Maturing December 3, 2011     1,182,344    
Movie Gallery, Inc.      
  382,143     Term Loan, 10.62%, Maturing April 27, 2011     358,472    
Neiman Marcus Group, Inc.      
  925,633     Term Loan, 7.64%, Maturing April 5, 2013     934,022    
Oriental Trading Co., Inc.      
  875,000     Term Loan, 11.47%, Maturing January 31, 2013     878,646    
  1,645,875     Term Loan, 8.18%, Maturing July 31, 2013     1,649,647    
Petro Stopping Center, L.P.      
  531,250     Term Loan, 7.88%, Maturing February 9, 2007     533,906    
Savers, Inc.      
  750,000     Term Loan, 8.16%, Maturing August 11, 2012     755,156    
Stewert Enterprises, Inc.      
  359,213     Term Loan, 7.23%, Maturing November 19, 2011     359,438    
Travelcenters of America, Inc.      
  3,066,825     Term Loan, 7.11%, Maturing November 30, 2008     3,071,137    
            $ 22,561,263    
Steel — 0.1%      
Gibraltar Industries, Inc.      
$ 473,356     Term Loan, 7.13%, Maturing December 8, 2010   $ 473,060    
            $ 473,060    
Surface Transport — 0.6%      
Gainey Corp.      
$ 773,063     Term Loan, 8.16%, Maturing April 20, 2012   $ 780,310    
Horizon Lines, LLC      
  928,625     Term Loan, 7.62%, Maturing July 7, 2011     932,978    
Ozburn-Hessey Holding Co., LLC      
  498,526     Term Loan, 8.78%, Maturing August 9, 2012     499,149    
Sirva Worldwide, Inc.      
  1,626,319     Term Loan, 11.61%, Maturing December 1, 2010     1,503,838    
            $ 3,716,275    
Telecommunications — 4.9%      
Alaska Communications Systems Holdings, Inc.      
$ 990,000     Term Loan, 7.12%, Maturing February 1, 2012   $ 990,743    
Asurion Corp.      
  1,293,350     Term Loan, 8.32%, Maturing July 13, 2012     1,300,625    

 

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Telecommunications (continued)      
$ 900,000     Term Loan, 11.58%, Maturing January 13, 2013   $ 911,813    
Centennial Cellular Operating Co., LLC      
  4,445,833     Term Loan, 7.62%, Maturing February 9, 2011     4,484,734    
Cincinnati Bell, Inc.      
  643,500     Term Loan, 6.93%, Maturing August 31, 2012     643,400    
Consolidated Communications, Inc.      
  2,563,752     Term Loan, 7.38%, Maturing July 27, 2015     2,571,764    
Crown Castle Operating Co.      
  997,500     Term Loan, 7.65%, Maturing June 1, 2014     1,002,488    
Fairpoint Communications, Inc.      
  2,980,000     Term Loan, 7.13%, Maturing February 8, 2012     2,978,835    
Hawaiian Telcom Communications, Inc.      
  746,667     Term Loan, 7.62%, Maturing October 31, 2012     749,000    
Iowa Telecommunications Services      
  2,616,000     Term Loan, 7.12%, Maturing November 23, 2011     2,621,996    
IPC Acquisition Corp.      
  650,000     Term Loan, 7.87%, Maturing September 29, 2013     654,604    
Madison River Capital, LLC      
  529,905     Term Loan, 7.62%, Maturing July 29, 2012     533,134    
NTelos, Inc.      
  1,198,678     Term Loan, 7.57%, Maturing August 24, 2011     1,204,073    
Stratos Global Corp.      
  1,050,000     Term Loan, 8.11%, Maturing February 13, 2012     1,050,875    
Triton PCS, Inc.      
  2,745,543     Term Loan, 8.57%, Maturing November 18, 2009     2,771,854    
Westcom Corp.      
  705,950     Term Loan, 8.29%, Maturing December 17, 2010     707,273    
  1,000,000     Term Loan, 12.54%, Maturing May 17, 2011     1,006,875    
Windstream Corp.      
  4,225,000     Term Loan, 7.12%, Maturing July 17, 2013     4,252,163    
            $ 30,436,249    
Utilities — 3.5%      
Astoria Generating Co.      
$ 1,000,000     Term Loan, 9.14%, Maturing August 23, 2013   $ 1,016,458    
BRSP, LLC      
  1,900,000     Term Loan, 8.58%, Maturing July 13, 2009     1,909,500    
Cellnet Technology, Inc.      
  556,971     Term Loan, 8.37%, Maturing April 26, 2012     561,845    
Cogentrix Delaware Holdings, Inc.      
  659,400     Term Loan, 6.87%, Maturing April 14, 2012     660,980    
Covanta Energy Corp.      
  988,618     Term Loan, 5.37%, Maturing June 24, 2012     998,092    
  706,674     Term Loan, 7.62%, Maturing May 27, 2013     713,446    
  471,250     Term Loan, 10.87%, Maturing June 24, 2013     480,675    

 

See notes to financial statements

14



Eaton Vance Senior Floating-Rate Trust as of October 31, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Utilities (continued)      
KGen, LLC      
$ 886,500     Term Loan, 7.99%, Maturing August 5, 2011   $ 889,824    
La Paloma Generating Co., LLC      
  52,459     Term Loan, 7.07%, Maturing August 16, 2012     52,328    
  325,022     Term Loan, 7.12%, Maturing August 16, 2012     324,210    
LSP General Finance Co., LLC      
  901,269     Term Loan, 7.12%, Maturing April 14, 2013     901,456    
Mirant North America, LLC.      
  1,091,750     Term Loan, 7.07%, Maturing January 3, 2013     1,092,140    
NRG Energy, Inc.      
  9,760,250     Term Loan, 7.37%, Maturing February 1, 2013     9,822,266    
Pike Electric, Inc.      
  249,805     Term Loan, 6.88%, Maturing July 1, 2012     249,857    
  580,392     Term Loan, 6.88%, Maturing December 10, 2012     580,513    
Vulcan Energy Corp.      
  1,580,293     Term Loan, 6.90%, Maturing July 23, 2010     1,583,256    
            $ 21,836,846    
    Total Senior, Floating Rate Interests
(identified cost, $866,870,026)
  $ 868,412,311    
Corporate Bonds & Notes — 14.3%      
Principal Amount
(000's omitted)
  Security   Value  
Aerospace and Defense — 0.2%      
Argo Tech Corp., Sr. Notes      
$ 880     9.25%, 6/1/11   $ 917,400    
DRS Technologies, Inc., Sr. Sub. Notes      
  80     7.625%, 2/1/18     82,200    
            $ 999,600    
Air Transport — 0.1%      
Continental Airlines      
$ 388     7.033%, 6/15/11   $ 379,162    
Delta Airlines Notes      
  1,000     7.90%, 12/15/09(4)     370,000    
            $ 749,162    
Automotive — 0.4%      
Altra Industrial Motion, Inc.      
$ 225     9.00%, 12/1/11   $ 230,625    

 

Principal Amount
(000's omitted)
  Security   Value  
Automotive (continued)      
Commercial Vehicle Group, Inc., Sr. Notes      
$ 100     8.00%, 7/1/13   $ 97,500    
Ford Motor Credit Co., Sr. Notes      
  730     9.875%, 8/10/11     755,032    
Ford Motor Credit Co., Variable Rate      
  990     8.466%, 11/2/07     1,003,995    
Tenneco Automotive, Inc., Series B      
  340     10.25%, 7/15/13     374,000    
Tenneco Automotive, Inc., Sr. Sub. Notes      
  255     8.625%, 11/15/14     258,187    
            $ 2,719,339    
Brokers / Dealers / Investment Houses — 0.1%      
Residential Capital Corp., Sub. Notes, Variable Rate      
$ 490     7.204%, 4/17/09(5)   $ 491,162    
            $ 491,162    
Building and Development — 0.6%      
Collins & Aikman Floor Cover      
$ 300     9.75%, 2/15/10   $ 307,500    
General Cable Corp., Sr. Notes      
  115     9.50%, 11/15/10     123,050    
Interface, Inc.      
  500     10.375%, 2/1/10     550,000    
Mueller Group, Inc., Sr. Sub. Notes      
  412     10.00%, 5/1/12     451,140    
Mueller Holdings, Inc., Disc. Notes      
  197     14.75%, 4/15/14     174,345    
Nortek, Inc., Sr. Sub. Notes      
  830     8.50%, 9/1/14     796,800    
Panolam Industries International, Sr. Sub. Notes      
  310     10.75%, 10/1/13(5)     317,750    
RMCC Acquisition Co., Sr. Sub. Notes      
  745     10.00%, 11/1/12(5)     774,800    
Stanley-Martin Co.      
$ 80     9.75%, 8/15/15     63,800    
            $ 3,559,185    
Business Equipment and Services — 0.4%      
Activant Solutions, Inc., Sr. Sub. Notes      
$ 95     9.50%, 5/1/16(5)   $ 88,825    
Affinion Group, Inc.      
  95     10.125%, 10/15/13     101,175    
  135     11.50%, 10/15/15     141,412    

 

See notes to financial statements

15



Eaton Vance Senior Floating-Rate Trust as of October 31, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount
(000's omitted)
  Security   Value  
Business Equipment and Services (continued)      
Hydrochem Industrial Services, Inc., Sr. Sub Notes      
$ 200     9.25%, 2/15/13(5)   $ 199,500    
Knowledge Learning Center, Sr. Sub. Notes      
  160     7.75%, 2/1/15(5)     152,400    
Lamar Media Corp., Sr. Sub. Notes      
  130     6.625%, 8/15/15(5)     125,775    
Norcross Safety Products, LLC/Norcross Capital Corp., Sr. Sub. Notes, Series B      
  40     9.875%, 8/15/11     42,600    
Safety Products Holdings, Inc. Sr. Notes (PIK)      
  405     11.75%, 1/1/12 PIK     423,166    
Sungard Data Systems, Inc.      
  265     9.125%, 8/15/13     276,262    
  56     10.25%, 8/15/15     58,940    
Sungard Data Systems, Inc., Variable Rate      
  100     9.973%, 8/15/13     104,500    
United Rentals North America, Inc.      
  505     6.50%, 2/15/12     494,900    
            $ 2,209,455    
Cable and Satellite Television — 0.6%      
Cablevision Systems Corp., Sr. Notes, Series B, Variable Rate      
$ 415     9.87%, 4/1/09   $ 436,787    
CCH I, LLC/CCH I Capital Co.      
  95     11.00%, 10/1/15     92,031    
CCO Holdings, LLC / CCO Capital Corp., Sr. Notes      
  730     8.75%, 11/15/13     746,425    
CSC Holdings, Inc., Series B      
  130     8.125%, 8/15/09     134,712    
  35     7.625%, 4/1/11     35,481    
CSC Holdings, Inc., Sr. Notes      
  20     8.125%, 7/15/09     20,725    
Insight Communications, Sr. Disc. Notes      
  400     12.25%, 2/15/11     423,000    
Kabel Deutschland GMBH      
  190     10.625%, 7/1/14(5)     206,387    
Mediacom Broadband Corp., LLC, Sr. Notes      
  240     8.50%, 10/15/15(5)     240,900    
National Cable, PLC      
  135     8.75%, 4/15/14     142,594    
UGS Corp.      
  1,225     10.00%, 6/1/12     1,329,125    
            $ 3,808,167    

 

Principal Amount
(000's omitted)
  Security   Value  
Chemicals and Plastics — 0.9%      
BCP Crystal Holdings Corp., Sr. Sub. Notes      
$ 312     9.625%, 6/15/14   $ 343,980    
Crystal US Holdings / US Holdings 3, LLC, Sr. Disc. Notes, Series B      
  312     10.50%, 10/1/14     263,640    
Equistar Chemical, Sr. Notes      
  115     10.625%, 5/1/11     123,625    
Hexion U.S. Finance/Nova Scotia Finance      
  150     9.00%, 7/15/14     169,500    
Huntsman, LLC      
  272     11.625%, 10/15/10     301,240    
Ineos Group Holdings PLC      
  540     8.50%, 2/15/16(5)     522,450    
Lyondell Chemical Co., Sr. Notes      
  938     10.50%, 6/1/13     1,036,490    
Nova Chemicals Corp., Sr. Notes, Variable Rate      
  195     8.405%, 11/15/13     199,387    
OM Group, Inc.      
  1,765     9.25%, 12/15/11     1,848,837    
Polyone Corp., Sr. Notes      
  325     10.625%, 5/15/10     350,187    
  60     8.875%, 5/1/12     61,200    
Reichhold Industries, Inc., Sr. Notes      
  135     9.00%, 8/15/14(5)     135,000    
            $ 5,355,536    
Clothing / Textiles — 0.5%      
Levi Strauss & Co., Sr. Notes      
$ 830     12.25%, 12/15/12   $ 929,600    
  95     9.75%, 1/15/15     101,175    
  375     8.875%, 4/1/16     387,187    
Levi Strauss & Co., Sr. Notes, Variable Rate      
  380     10.122%, 4/1/12     393,775    
Oxford Industries, Inc., Sr. Notes      
  735     8.875%, 6/1/11     757,969    
Perry Ellis International, Inc., Sr. Sub. Notes      
  215     8.875%, 9/15/13     216,612    
Phillips Van-Heusen, Sr. Notes      
  155     7.25%, 2/15/11     156,937    
            $ 2,943,255    
Conglomerates — 0.3%      
Amsted Industries, Inc., Sr. Notes      
$ 615     10.25%, 10/15/11(5)   $ 664,200    
Education Management, LLC, Sr. Notes      
  275     8.75%, 6/1/14(5)     283,250    

 

See notes to financial statements

16



Eaton Vance Senior Floating-Rate Trust as of October 31, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount
(000's omitted)
  Security   Value  
Conglomerates (continued)      
Education Management, LLC, Sr. Sub. Notes      
$ 390     10.25%, 6/1/16(5)   $ 406,575    
Goodman Global Holdings, Inc., Sr. Notes, Variable Rate      
  210     8.329%, 6/15/12     213,675    
            $ 1,567,700    
Containers and Glass Products — 0.3%      
Berry Plastics Holding Corp.      
$ 150     8.875%, 9/15/14(5)   $ 152,250    
Berry Plastics Holding Corp., Variable Rate      
  110     9.265%, 9/15/14(5)     111,787    
Intertape Polymer US, Inc., Sr. Sub. Notes      
  310     8.50%, 8/1/14     280,550    
Pliant Corp. (PIK)      
  1,143     11.85%, 6/15/09 PIK     1,246,949    
            $ 1,791,536    
Cosmetics / Toiletries — 0.0%      
Samsonite Corp., Sr. Sub. Notes      
$ 105     8.875%, 6/1/11   $ 110,512    
            $ 110,512    
Ecological Services and Equipment — 0.1%      
Waste Services, Inc., Sr. Sub. Notes      
$ 440     9.50%, 4/15/14   $ 453,200    
            $ 453,200    
Electronics / Electrical — 0.2%      
Avago Technologies Finance, Sr. Notes      
$ 135     10.125%, 12/1/13(5)   $ 143,775    
CPI Holdco, Inc., Sr. Notes, Variable Rate      
  95     11.298%, 2/1/15     99,275    
NXP BV/ NXP Funding LLC, Variable Rate      
$ 775     8.118%, 10/15/13(5)   $ 785,656    
NXP BV/NXP Funding, LLC, Sr. Notes      
  465     9.50%, 10/15/15(5)     471,394    
            $ 1,500,100    
Equipment Leasing — 0.1%      
The Hertz Corp., Sr. Notes      
$ 530     8.875%, 1/1/14(5)   $ 556,500    
            $ 556,500    

 

Principal Amount
(000's omitted)
  Security   Value  
Financial Intermediaries — 2.1%      
Alzette, Variable Rate      
$ 750     8.636%, 12/15/20(5)   $ 771,562    
Avalon Capital Ltd. 3, Series 1A, Class D, Variable Rate      
  760     7.35%, 2/24/19(5)     764,595    
Babson Ltd., 2005-1A, Class C1, Variable Rate      
  1,000     7.32%, 4/15/19(5)     1,016,007    
Bryant Park CDO Ltd., Series 2005-1A, Class C, Variable Rate      
  1,000     7.42%, 1/15/19(5)     1,018,505    
Carlyle High Yield Partners, Series 2004-6A, Class C, Variable Rate      
  1,000     7.85%, 8/11/16(5)     1,016,763    
Centurion CDO 8 Ltd., Series 2005-8A, Class D, Variable Rate      
  1,000     10.90%, 3/8/17     1,055,867    
Centurion CDO 9 Ltd., Series 2005-9A      
  750     9.35%, 7/17/19     777,745    
Dryden Leveraged Loan, Series 2004-6A, Class C1, Variable Rate      
  1,500     7.93%, 7/30/16(5)     1,540,872    
First CLO, Ltd., Sr. Sub. Notes, Variable Rate      
  1,000     7.68%, 7/27/16(5)     1,013,838    
Ford Motor Credit Co.      
  200     6.625%, 6/16/08     196,298    
  715     7.375%, 10/28/09     696,417    
  340     7.875%, 6/15/10     332,032    
General Motors Acceptance Corp.      
  195     5.125%, 5/9/08     191,583    
  100     5.85%, 1/14/09     98,646    
  40     7.00%, 2/1/12     40,315    
  870     8.00%, 11/1/31     934,790    
Sonata Securities S.A., Series 2006-5      
  750     8.75%, 6/27/07     755,325    
Sonata Securities S.A., Series 2006-6      
  750     8.75%, 6/27/07     755,182    
            $ 12,976,342    
Food Products — 0.5%      
ASG Consolidated, LLC / ASG Finance, Inc., Sr. Disc. Notes      
$ 495     11.50%, 11/1/11   $ 434,362    
Nutro Products, Inc., Sr. Notes, Variable Rate      
  80     9.40%, 10/15/13(5)     82,600    
Pierre Foods, Inc., Sr. Sub. Notes      
  320     9.875%, 7/15/12     328,000    
Pinnacle Foods Holdings Corp., Sr. Sub. Notes      
  2,215     8.25%, 12/1/13     2,231,612    
            $ 3,076,574    

 

See notes to financial statements

17



Eaton Vance Senior Floating-Rate Trust as of October 31, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount
(000's omitted)
  Security   Value  
Food Service — 0.1%      
Buffets, Inc.      
$ 220     12.50%, 11/1/14(5)   $ 222,200    
EPL Finance Corp., Sr. Notes      
  260     11.75%, 11/15/13(5)     278,200    
NPC International, Inc., Sr. Sub. Notes      
  340     9.50%, 5/1/14(5)     345,950    
            $ 846,350    
Food / Drug Retailers — 0.3%      
General Nutrition Centers, Inc.      
$ 100     8.625%, 1/15/11   $ 103,750    
Rite Aid Corp.      
  305     7.125%, 1/15/07     306,906    
  880     6.125%, 12/15/08     862,400    
  285     8.125%, 5/1/10     289,275    
            $ 1,562,331    
Forest Products — 0.2%      
Domtar, Inc.      
$ 340     7.125%, 8/1/15   $ 326,400    
Georgia-Pacific Corp.      
  65     9.50%, 12/1/11     71,012    
JSG Funding PLC, Sr. Notes      
  325     9.625%, 10/1/12     345,719    
NewPage Corp.      
  350     10.00%, 5/1/12     368,375    
NewPage Corp., Variable Rate      
  135     11.739%, 5/1/12     146,475    
Stone Container Finance Canada      
  280     7.375%, 7/15/14     258,650    
            $ 1,516,631    
Healthcare — 0.9%      
Accellent, Inc.      
$ 435     10.50%, 12/1/13   $ 456,750    
AMR HoldCo, Inc., Sr. Sub. Notes      
  325     10.00%, 2/15/15     350,187    
CDRV Investors, Inc., Sr. Disc. Notes      
  30     9.625%, 1/1/15     23,400    
Encore Medical IHC, Inc.      
  280     9.75%, 10/1/12     315,700    
HCA, Inc.      
  45     8.75%, 9/1/10     45,562    
Inverness Medical Innovations, Inc., Sr. Sub. Notes      
  1,565     8.75%, 2/15/12     1,549,350    

 

Principal Amount
(000's omitted)
  Security   Value  
Healthcare (continued)      
Multiplan, Inc., Sr. Sub. Notes      
$ 280     10.375%, 4/15/16(5)   $ 281,400    
National Mentor Holdings, Inc., Sr. Sub. Notes      
  195     11.25%, 7/1/14(5)     205,725    
Res-Care, Inc., Sr. Notes      
  195     7.75%, 10/15/13     195,000    
Service Corp. International, Sr. Notes      
  400     8.00%, 6/15/17(5)     388,000    
  115     7.625%, 10/1/18(5)     118,737    
Triad Hospitals, Inc., Sr. Notes      
  190     7.00%, 5/15/12     189,525    
Triad Hospitals, Inc., Sr. Sub. Notes      
  235     7.00%, 11/15/13     229,712    
US Oncology, Inc.      
  220     9.00%, 8/15/12     229,075    
  515     10.75%, 8/15/14     569,075    
VWR International, Inc., Sr. Sub. Notes      
  515     8.00%, 4/15/14     531,737    
            $ 5,678,935    
Home Furnishings — 0.0%      
Interline Brands, Inc., Sr. Sub. Notes      
$ 135     8.125%, 6/15/14   $ 138,712    
Steinway Musical Instruments, Sr. Notes      
  160     7.00%, 3/1/14(5)     157,600    
            $ 296,312    
Industrial Equipment — 0.2%      
Case New Holland, Inc., Sr. Notes      
$ 200     9.25%, 8/1/11   $ 213,250    
  590     7.125%, 3/1/14     597,375    
Chart Industries, Inc., Sr. Sub. Notes      
  195     9.125%, 10/15/15(5)     204,750    
            $ 1,015,375    
Leisure Goods / Activities / Movies — 0.5%      
AMC Entertainment, Inc., Sr. Sub. Notes      
$ 410     9.875%, 2/1/12   $ 425,887    
AMC Entertainment, Inc., Variable Rate      
  60     9.655%, 8/15/10     62,250    
HRP Myrtle Beach Operations, LLC/HRP Myrtle Beach Capital Corp.      
  195     12.50%, 4/1/13(5)     195,488    
HRP Myrtle Beach Operations, LLC/HRP Myrtle Beach Capital Corp., Variable Rate      
  360     10.12%, 4/1/12(5)     360,900    

 

See notes to financial statements

18



Eaton Vance Senior Floating-Rate Trust as of October 31, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount
(000's omitted)
  Security   Value  
Leisure Goods / Activities / Movies (continued)      
Marquee Holdings, Inc., Sr. Disc. Notes      
$ 590     12.00%, 8/15/14   $ 464,625    
Six Flags Theme Parks, Inc., Sr. Notes      
  400     9.625%, 6/1/14     368,000    
Universal City Developement Partners, Sr. Notes      
  335     11.75%, 4/1/10     362,638    
Universal City Florida Holdings, Sr. Notes, Variable Rate      
  615     10.239%, 5/1/10     635,756    
            $ 2,875,544    
Lodging and Casinos — 0.8%      
CCM Merger, Inc.      
$ 230     8.00%, 8/1/13(5)   $ 222,813    
Chukchansi EDA, Sr. Notes, Variable Rate      
  280     8.78%, 11/15/12(5)     291,200    
Galaxy Entertainment Finance      
  200     9.875%, 12/15/12(5)     212,500    
Greektown Holdings, LLC, Sr. Notes      
  200     10.75%, 12/1/13(5)     212,500    
Host Hotels & Resorts L.P., Sr. Notes      
  185     6.875%, 11/1/14(5)     186,388    
Inn of the Mountain Gods, Sr. Notes      
  540     12.00%, 11/15/10     580,500    
Las Vegas Sands Corp.      
  285     6.375%, 2/15/15     269,325    
Majestic HoldCo, LLC, (0.00% until 2008)      
  140     12.50%, 10/15/11(5)     91,000    
Majestic Star Casino, LLC      
  210     9.50%, 10/15/10     213,150    
  205     9.75%, 1/15/11     188,600    
Mohegan Tribal Gaming Authority, Sr. Sub. Notes      
  95     8.00%, 4/1/12     99,513    
OED Corp./Diamond Jo, LLC      
  475     8.75%, 4/15/12     476,781    
San Pasqual Casino      
  305     8.00%, 9/15/13(5)     312,625    
Station Casinos, Inc.      
  55     7.75%, 8/15/16     56,788    
Station Casinos, Inc., Sr. Notes      
  95     6.00%, 4/1/12     91,081    
Trump Entertainment Resorts, Inc.      
  1,205     8.50%, 6/1/15     1,185,419    
Tunica-Biloxi Gaming Authority, Sr. Notes      
  310     9.00%, 11/15/15(5)     321,625    

 

Principal Amount
(000's omitted)
  Security   Value  
Lodging and Casinos (continued)      
Turning Stone Resort Casinos, Sr. Notes      
$ 75     9.125%, 9/15/14(5)   $ 76,688    
Waterford Gaming, LLC, Sr. Notes      
  69     8.625%, 9/15/12(5)     73,485    
Wynn Las Vegas, LLC      
  105     6.625%, 12/1/14     103,425    
            $ 5,265,406    
Nonferrous Metals / Minerals — 0.1%      
Alpha Natural Resources, Sr. Notes      
$ 135     10.00%, 6/1/12   $ 145,800    
FMG Finance PTY, Ltd.      
  190     10.625%, 9/1/16(5)     188,100    
Novelis, Inc., Sr. Notes      
  345     8.25%, 2/15/15(5)     331,200    
            $ 665,100    
Oil and Gas — 0.7%      
Allis-Chalmers Energy, Inc., Sr. Notes      
$ 445     9.00%, 1/15/14(5)   $ 446,113    
Clayton Williams Energy, Inc.      
  115     7.75%, 8/1/13     106,663    
Copano Energy, LLC, Sr. Notes      
  70     8.125%, 3/1/16     71,575    
El Paso Corp., Sr. Notes      
  225     9.625%, 5/15/12     250,875    
El Paso Production Holding Co.      
  50     7.75%, 6/1/13     51,500    
Encore Acquisition Co., Sr. Sub. Notes      
  155     7.25%, 12/1/17     149,963    
Giant Industries      
  225     8.00%, 5/15/14     244,688    
Kinder Morgan Finance Co.      
  285     5.35%, 1/5/11     278,605    
Ocean Rig Norway AS, Sr. Notes      
  190     8.375%, 7/1/13(5)     201,163    
Parker Drilling Co., Sr. Notes      
  100     9.625%, 10/1/13     109,250    
Petrobras International Finance Co.      
  50     7.75%, 9/15/14     55,675    
Petrohawk Energy Corp., Sr. Notes      
  795     9.125%, 7/15/13(5)     814,875    
Quicksilver Resources, Inc.      
  210     7.125%, 4/1/16     199,500    

 

See notes to financial statements

19



Eaton Vance Senior Floating-Rate Trust as of October 31, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount
(000's omitted)
  Security   Value  
Oil and Gas (continued)      
Semgroup L.P., Sr. Notes      
$ 540     8.75%, 11/15/15(5)   $ 546,750    
Sesi, LLC, Sr. Notes      
  60     6.875%, 6/1/14(5)     59,850    
Stewart & Stevenson, LLC, Sr. Notes      
  190     10.00%, 7/15/14(5)     193,325    
United Refining Co., Sr. Notes      
  560     10.50%, 8/15/12     585,200    
VeraSun Energy Corp.      
  305     9.875%, 12/15/12(5)     321,775    
            $ 4,687,345    
Publishing — 0.4%      
American Media Operations, Inc., Series B      
$ 630     10.25%, 5/1/09   $ 600,075    
CBD Media, Inc., Sr. Sub. Notes      
  125     8.625%, 6/1/11     125,781    
Dex Media West, LLC, Sr. Sub. Notes      
  87     9.875%, 8/15/13     94,939    
Houghton Mifflin Co., Sr. Sub. Notes      
  1,000     9.875%, 2/1/13     1,076,250    
MediaNews Group, Inc., Sr. Sub. Notes      
  100     6.875%, 10/1/13     93,375    
R.H. Donnelley Corp., Sr. Disc. Notes      
  210     6.875%, 1/15/13     198,713    
  380     6.875%, 1/15/13     359,575    
            $ 2,548,708    
Radio and Television — 0.5%      
Advanstar Communications, Inc.      
$ 1,120     10.75%, 8/15/10   $ 1,211,000    
CanWest Media, Inc.      
  464     8.00%, 9/15/12     471,320    
LBI Media, Inc.      
  165     10.125%, 7/15/12     176,344    
Rainbow National Services, LLC, Sr. Notes      
  180     8.75%, 9/1/12(5)     190,125    
Rainbow National Services, LLC, Sr. Sub. Debs.      
  645     10.375%, 9/1/14(5)     720,788    
Sirius Satellite Radio, Sr. Notes      
  505     9.625%, 8/1/13     494,900    
XM Satellite Radio, Inc.      
  35     9.75%, 5/1/14     33,425    
            $ 3,297,902    

 

Principal Amount
(000's omitted)
  Security   Value  
Rail Industries — 0.0%      
Kansas City Southern Railway Co.      
$ 95     9.50%, 10/1/08   $ 100,344    
TFM SA de C.V., Sr. Notes      
  130     12.50%, 6/15/12     143,000    
            $ 243,344    
Retailers (Except Food and Drug) — 0.6%      
Amscan Holdings, Inc., Sr. Sub. Notes      
$ 160     8.75%, 5/1/14   $ 152,000    
Autonation, Inc., Variable Rate      
  135     7.374%, 4/15/13     136,688    
Bon-Ton Department Stores, Inc.      
  315     10.25%, 3/15/14     320,906    
GameStop Corp.      
  1,265     8.00%, 10/1/12     1,318,763    
GameStop Corp., Variable Rate      
  365     9.247%, 10/1/11     381,425    
Michaels Stores, Inc., Sr. Notes      
  220     10.00%, 11/1/14(5)     221,650    
Michaels Stores, Inc., Sr. Sub. Notes      
  185     11.375%, 11/1/16(5)     186,619    
Neiman Marcus Group, Inc.      
  485     9.00%, 10/15/15     522,588    
  310     10.375%, 10/15/15     340,613    
Toys R US Corp.      
  95     7.375%, 10/15/18     71,488    
            $ 3,652,740    
Steel — 0.1%      
AK Steel Corp.      
$ 220     7.875%, 2/15/09   $ 221,914    
Ispat Inland ULC, Sr. Notes      
  199     9.75%, 4/1/14     223,179    
RathGibson, Inc., Sr. Notes      
  430     11.25%, 2/15/14(5)     449,350    
            $ 894,443    
Surface Transport — 0.0%      
Horizon Lines, LLC      
$ 217     9.00%, 11/1/12   $ 227,850    
            $ 227,850    

 

See notes to financial statements

20



Eaton Vance Senior Floating-Rate Trust as of October 31, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount
(000's omitted)
  Security   Value  
Telecommunications — 1.3%      
Alamosa Delaware, Inc., Sr. Notes      
$ 515     11.00%, 7/31/10   $ 562,094    
Centennial Cellular Operating Co., LLC, Sr. Notes      
  205     10.125%, 6/15/13     220,888    
Digicel Ltd., Sr. Notes      
  275     9.25%, 9/1/12(5)     286,688    
Intelsat Bermuda Ltd.      
  325     9.25%, 6/15/16(5)     348,563    
Intelsat Bermuda Ltd., Sr. Notes, Variable Rate      
  485     10.484%, 1/15/12     494,094    
Intelsat Ltd., Sr. Notes      
  1,425     5.25%, 11/1/08     1,385,813    
Qwest Capital Funding, Inc.      
  110     7.00%, 8/3/09     111,788    
Qwest Communications International, Inc.      
  500     7.50%, 2/15/14     512,500    
Qwest Communications International, Inc., Sr. Notes      
  65     7.50%, 11/1/08     66,300    
Qwest Corp., Sr. Notes      
  140     7.625%, 6/15/15     148,050    
Qwest Corp., Sr. Notes, Variable Rate      
  985     8.64%, 6/15/13     1,066,263    
Rogers Wireless, Inc., Sr. Sub. Notes      
  40     8.00%, 12/15/12     42,500    
Rogers Wireless, Inc., Variable Rate      
  1,453     8.515%, 12/15/10     1,487,509    
UbiquiTel Operating Co., Sr. Notes      
  395     9.875%, 3/1/11     429,563    
West Corp., Sr. Notes      
  465     9.50%, 10/15/14(5)     466,163    
West Corp., Sr. Sub. Notes      
  55     11.00%, 10/15/16(5)     55,413    
Windstream Corp., Sr. Notes      
  290     8.125%, 8/1/13(5)     311,025    
  60     8.625%, 8/1/16(5)     65,025    
            $ 8,060,239    
Utilities — 0.2%      
Dynegy Holdings, Inc.      
$ 195     8.375%, 5/1/16   $ 201,338    
Mission Energy Holding Co.      
  215     13.50%, 7/15/08     240,800    
NGC Corp.      
  390     7.625%, 10/15/26     364,650    

 

Principal Amount
(000's omitted)
  Security   Value  
Utilities (continued)      
NRG Energy, Inc.      
$ 140     7.25%, 2/1/14   $ 141,925    
NRG Energy, Inc., Sr. Notes      
  185     7.375%, 2/1/16     187,544    
Reliant Energy, Inc.      
  165     9.25%, 7/15/10     171,600    
            $ 1,307,857    
    Total Corporate Bonds & Notes
(identified cost, $87,723,911)
  $ 89,509,737    
Convertible Bonds — 0.1%      
Principal Amount   Security   Value  
$ 310,000     L-3 Communications Corp.(5)   $ 322,788    
    Total Convertible Bonds
(identified cost, $313,323)
  $ 322,788    
Common Stocks — 0.1%      
Shares   Security   Value  
  32,088     Trump Entertainment Resorts, Inc.(6)   $ 652,349    
    Total Common Stocks
(identified cost, $395,965)
  $ 652,349    
Convertible Preferred Stocks — 0.0%      
Shares   Security   Value  
  1,007     Chesapeake Energy Corp., 4.50%   $ 100,932    
  934     Crown Castle International Corp., 6.25% (PIK)     51,720    
    Total Convertible Preferred Stocks
(identified cost, $142,317)
  $ 152,652    

 

See notes to financial statements

21



Eaton Vance Senior Floating-Rate Trust as of October 31, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Closed-End Investment Companies — 3.7%      
Shares   Security   Value  
  20,000     Blackrock Floating Rate Income Strategies Fund II, Inc.   $ 356,600    
  25,000     Blackrock Floating Rate Income Strategies Fund, Inc.     446,000    
  125,000     First Trust / Four Corners Senior Floating Rate Income Fund II     2,242,500    
  895,800     ING Prime Rate Trust     6,396,012    
  87,500     LMP Corporate Loan Fund, Inc     1,176,875    
  130,000     Pioneer Floating Rate Trust     2,472,600    
  1,197,000     Van Kampen Senior Income Trust     10,174,500    
    Total Closed-End Investment Companies
(identified cost, $23,835,934)
  $ 23,265,087    
Short-Term Investments — 5.0%      

 

Principal
Amount
  Maturity
Date
  Borrower   Rate   Amount  
$ 10,474,000     11/01/06   Abbey National    
 
      North America LLC,    
 
       Commercial Paper     5.31 %   $ 10,472,455    
 20,669,000   11/01/06   Societe Generale    
 
      Time Deposit     5.31 %     20,669,000    

 

Total Short-Term Investments
(at amortized cost, $31,141,455)
  $ 31,141,455    
Gross Investments — 161.9%
(identified cost $1,010,422,931)
  $ 1,013,456,379    
Less Unfunded Loan
Commitments — (0.8)%
  $ (5,186,442 )  
Net Investments — 161.1%
(identified cost $1,005,236,489)
  $ 1,008,269,937    

 

Other Assets, Less Liabilities — 1.9%   $ 12,232,945    
Auction Preferred Shares Plus
Cumulative Unpaid
Dividends — (63.0)%
  $ (394,577,427 )  
Net Assets Applicable to Common
Shares — 100.0%
  $ 625,925,455    

 

PIK - Payment In Kind.

(1)  Senior floating-rate interests often require prepayments from excess cash flows or permit the borrower to repay at its 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, it is anticipated that the senior floating-rate interests will have an expected average life of approximately two to three 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 loan commitments. See Note 1E for description.

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

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

(5)  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, 2006, the aggregate value of the securities is $25,542,200 or 4.1% of the net assets.

(6)  Non-income producing security.

See notes to financial statements

22




Eaton Vance Senior Floating-Rate Trust as of October 31, 2006

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2006

Assets  
Investments, at value (identified cost, $1,005,236,489)   $ 1,008,269,937    
Cash     4,309,863    
Receivable for investments sold     293,936    
Dividends and interest receivable     8,849,800    
Receivable for open swap contracts     84,473    
Prepaid expenses     71,888    
Total assets   $ 1,021,879,897    
Liabilities  
Payable for investments purchased   $ 624,338    
Payable to affiliate for investment advisory fees     476,269    
Payable to affiliate for Trustees' fees     1,799    
Accrued expenses     274,609    
Total liabilities   $ 1,377,015    
Auction preferred shares (15,760 shares outstanding) at
liquidation value plus cumulative unpaid dividends
  $ 394,577,427    
Net assets applicable to common shares   $ 625,925,455    
Sources of Net Assets  
Common Shares, $0.01 par value, unlimited number of shares
authorized, 33,488,490 shares issued and outstanding
  $ 334,885    
Additional paid-in capital     634,454,573    
Accumulated net realized loss (computed on the basis of identified cost)     (12,698,370 )  
Accumulated undistributed net investment income     716,446    
Net unrealized appreciation (computed on the basis of identified cost)     3,117,921    
Net assets applicable to common shares   $ 625,925,455    
Net Asset Value Per Common Share  
($625,925,455 ÷ 33,488,490 shares of beneficial interest outstanding)   $ 18.69    

 

Statement of Operations

For the Year Ended
October 31, 2006

Investment Income  
Interest   $ 74,266,420    
Dividends     1,855,062    
Total investment income   $ 76,121,482    
Expenses  
Investment adviser fee   $ 7,667,205    
Trustees' fees and expenses     21,908    
Preferred shares remarketing agent fee     985,000    
Custodian fee     276,952    
Legal and accounting services     161,573    
Printing and postage     93,041    
Transfer and dividend disbursing agent fees     70,077    
Miscellaneous     136,783    
Total expenses   $ 9,412,539    
Deduct —
Reduction of custodian fee
  $ 14,107    
Reduction of Investment Adviser fee     2,044,590    
Total expense reductions   $ 2,058,697    
Net expenses   $ 7,353,842    
Net investment income   $ 68,767,640    
Realized and Unrealized Gain (Loss)  
Net realized gain (loss) —
Investment transactions (identified cost basis)
  $ (299,828 )  
Swap contracts     55,881    
Net realized loss   $ (243,947 )  
Change in unrealized appreciation (depreciation) —
Investments (identified cost basis)
  $ (907,977 )  
Swap contracts     278,704    
Net change in unrealized appreciation (depreciation)   $ (629,273 )  
Net realized and unrealized loss   $ (873,220 )  
Distributions to preferred shareholders        
From net investment income     (18,685,607 )  
Net increase in net assets from operations   $ 49,208,813    

 

See notes to financial statements

23



Eaton Vance Senior Floating-Rate Trust as of October 31, 2006

FINANCIAL STATEMENTS CONT'D

Statements of Changes in Net Assets

Increase (Decrease)
in Net Assets
  Year Ended
October 31, 2006
  Year Ended
October 31, 2005
 
From operations —
Net investment income
  $ 68,767,640     $ 51,783,172    
Net realized loss from investment
transactions and swap contracts
    (243,947 )     (3,513,146 )  
Net change in unrealized appreciation
(depreciation) from investments and  
swap contracts
    (629,273 )     (2,874,835 )  
Distributions to preferred shareholders —
From net investment income
    (18,685,607 )     (11,840,232 )  
Net increase in net assets from operations   $ 49,208,813     $ 33,554,959    
Distributions to common shareholders —
From net investment income
  $ (50,869,016 )   $ (41,162,227 )  
Total distributions to common shareholders   $ (50,869,016 )   $ (41,162,227 )  
Capital share transactions —
Reinvestment of distributions to
common shareholders
  $     $ 1,608,927    
Net increase in net assets from
capital share transactions
  $     $ 1,608,927    
Net decrease in net assets   $ (1,660,203 )   $ (5,998,341 )  
Net Assets Applicable to
Common Shares
 
At beginning of year   $ 627,585,658     $ 633,583,999    
At end of year   $ 625,925,455     $ 627,585,658    
Accumulated undistributed net
investment income included
in net assets applicable to
common shares
 
At end of year   $ 716,446     $ 801,658    

 

See notes to financial statements

24




Eaton Vance Senior Floating-Rate Trust as of October 31, 2006

FINANCIAL STATEMENTS CONT'D

Financial Highlights

Selected data for a common share outstanding during the periods stated

    Year Ended October 31,  
    2006(1)    2005(1)    2004(1)(2)   
Net asset value — Beginning of year (Common shares)   $ 18.740     $ 18.970     $ 19.100 (3)   
Income (loss) from operations  
Net investment income   $ 2.053     $ 1.547     $ 0.968    
Net realized and unrealized gain (loss)     (0.026 )     (0.193 )     0.080    
Distributions to preferred shareholders from net investment income     (0.558 )     (0.354 )     (0.132 )  
Total income from operations   $ 1.469     $ 1.000     $ 0.916    
Less distributions to common shareholders  
From net investment income   $ (1.519 )   $ (1.230 )   $ (0.900 )  
Total distributions to common shareholders   $ (1.519 )   $ (1.230 )   $ (0.900 )  
Preferred and Common shares offering costs charged to paid-in capital   $     $     $ (0.027 )  
Preferred Shares underwriting discounts   $     $     $ (0.119 )  
Net asset value — End of period (Common shares)   $ 18.690     $ 18.740     $ 18.970    
Market value — End of period (Common shares)   $ 18.240     $ 17.210     $ 19.940    
Total Investment Return on Net Asset Value(5)      8.47 %     5.57 %     4.13 %(4)   
Total Investment Return on Market Value(5)      15.27 %     (7.77 )%     9.45 %(4)   

 

See notes to financial statements

25



Eaton Vance Senior Floating-Rate Trust as of October 31, 2006

FINANCIAL STATEMENTS CONT'D

Financial Highlights

Selected data for a common share outstanding during the periods stated

    Year Ended October 31,  
    2006(1)    2005(1)    2004(1)(2)   
Ratios/Supplemental Data   
Net assets applicable to common shares, end of year (000's omitted)   $ 625,925     $ 627,586     $ 633,584    
Ratios (As a percentage of average net assets applicable to common shares):  
Expenses before custodian fee reduction(6)     1.17 %     1.16 %     1.08 %(7)  
Expenses after custodian fee reduction(6)     1.17 %     1.16 %     1.08 %(7)  
Net investment income(6)     10.95 %     8.18 %     5.51 %(7)  
Portfolio Turnover     51 %     64 %     95 %  

 

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

Ratios (As a percentage of average total net assets):  
Expenses before custodian fee reduction(6)     0.72 %     0.72 %     0.71 %(7)  
Expenses after custodian fee reduction(6)     0.72 %     0.72 %     0.71 %(7)  
Net investment income(6)     6.73 %     5.04 %     3.63 %(7)  
Senior Securities:  
Total preferred shares outstanding     15,760       15,760       15,760    
Asset coverage per preferred share(8)   $ 64,753     $ 64,853     $ 65,223    
Involuntary liquidation preference per preferred share(9)   $ 25,000     $ 25,000     $ 25,000    
Approximate market value per preferred share(9)   $ 25,000     $ 25,000     $ 25,000    

 

(1)  Computed using average common shares outstanding.

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

(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)  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. 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.

(5)  Total investment return on net asset value and total investment return on market value are not computed on an annualized basis.

(6)  Ratios do not reflect the effect of dividend payments to preferred shareholders.

(7)  Annualized.

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

(9)  Plus accumulated and unpaid dividends.

See notes to financial statements

26




Eaton Vance Senior Floating-Rate Trust as of October 31, 2006

NOTES TO FINANCIAL STATEMENTS

1  Significant Accounting Policies

Eaton Vance Senior Floating-Rate Trust (the Trust) is registered under the Investment Company Act of 1940 (the 1940 Act), as amended, as a closed-end management investment company. The Trust, which was organized as a Massachusetts business trust on August 5, 2003, seeks 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 of high current income. The Trust pursues its objectives by investing primarily in senior, secured floating rate loans (Senior Loans). 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 — The Trust's investments are primarily in interests in senior floating rate loans (Senior Loans). Certain Senior Loans are deemed to be liquid because reliable market quotations are readily available for them. Liquid Senior Loans are valued on the basis of prices furnished by a pricing service. Other Senior Loans are valued at fair value by the Trust's investment adviser, Eaton Vance Management (EVM), under procedures approved by the Trustees. In connection with determining the fair value of a Senior Loan, the investment adviser makes an assessment of the likelihood that the borrower will make a full repayment of the Senior Loan. The primary factors considered by the investment adviser when making this assessment are (i) the creditworthiness of the borrower, (ii) the value of the collateral backing the Senior Loan, and (iii) the priority of the Senior Loan versus other creditors of the borrower. If, based on its assessment, the investment adviser believes there is a reasonable likelihood that the borrower will make a full repayment of the Senior Loan, the investment adviser will determine the fair value of the Senior Loan using 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. If, based on its assessment, the investment adviser believes there is not a reasonable likelihood that the borrower will make a full repayment of the Senior Loan, the investment adviser will determine the fair value of the Senior Loan using analyses that include, but are not limited to (i) a comparison of the value of the borrower's outstanding equity and debt to that of comparable public companies; (ii) a discounted cash flow analysis; or (iii) when the investment adviser believes it is likely that a borrower will be liquidated or sold, an analysis of the terms of such liquidation or sale. In certain cases, the investment adviser will use a combination of analytical methods to determine fair value, such as when only a portion of a borrower's assets are likely to be sold. In conducting its assessment and analyses for purposes of determining fair value of a Senior Loan, the investment adviser will use its discretion and judgment in considering and appraising such factors, data and information and the relative weight to be given thereto as it deems relevant, including without limitation, some or all of the following: (i) the fundamental characteristics of and fundamental analytical data relating to the Senior Loan, including the cost, size, current interest rate, maturity and base lending rate of the Senior Loan, the terms and conditions of the Senior Loan and any related agreements, and the position of the Senior Loan in the borrower's debt structure; (ii) the nature, adequacy and value of the collateral securing the Senior Loan, including the Trust's rights, remedies and interests with respect to the collateral; (iii) the creditworthiness of the borrower, based on an evaluation of, among other things, its financial condition, financial statements and information about the borrower's business, cash flows, capital structure and future prospects; (iv) information relating to the market for the Senior Loan, including price quotations for and trading in the Senior Loan and interests in similar Senior Loans and the market environment and investor attitudes towards the Senior Loan and interests in similar Senior Loans; (v) the experience, reputation, stability and financial condition of the agent and any intermediate participants in the Senior Loan; and (vi) general economic and market conditions affecting the fair value of the Senior Loan. Fair value determinations are made by the portfolio managers of a Trust based on information available to such managers. The portfolio managers of other trusts managed by Eaton Vance that invest in Senior Loans may not possess the same information about a Senior Loan borrower as the portfolio managers of Senior Floating-Rate Trust. At times, the fair value of a Senior Loan determined by the portfolio managers of other trusts managed by Eaton Vance that invest in Senior Loans may vary from the fair value of the same Senior Loan determined by the portfolio managers of Senior Floating-Rate 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.

Non-loan portfolio holdings (other than short-term obligations maturing in sixty days or less), including listed securities and securities for which price quotations are available and forward contracts, will normally be valued on the basis of market valuations furnished by dealers or pricing services. Financial futures contracts listed on commodity exchanges and exchange-traded options are valued at closing settlement prices. Over-the-counter options are valued at the mean between the bid and asked prices provided by dealers. Marketable securities listed on the NASDAQ National Market System are valued at the

27



Eaton Vance Senior Floating-Rate Trust as of October 31, 2006

NOTES TO FINANCIAL STATEMENTS CONT'D

NASDAQ official closing price. The value of interest rate swaps will be based upon a dealer quotation. Short-term obligations and money market securities maturing in sixty days or less are valued at amortized cost which approximates value. If short-term debt securities are acquired with a remaining maturity of more than 60 days, they will be valued by a pricing service. Investments for which reliable market quotations are unavailable and investments for which the price of the security is not believed to represent its fair market value, are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Trust. Occasionally, events effecting the value of foreign securities may occur between the time trading is completed abroad and the close of the Exchange which will not be reflected in the computation of the Trust's net asset value (unless the Trust deems that such event would materially affect its net asset value in which case an adjustment would be made and reflected in such computation). The Trust may rely on an independent fair valuation service in making any such adjustment.

B  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.

C  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 all of its taxable income, including any net realized gain on investments. Accordingly, no provision for federal income or excise tax is necessary. At October 31, 2006, the Trust, for federal income tax purposes, had a capital loss carryover of $11,810,633 which will reduce the Trust's 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 carryover will expire on October 31, 2012 ($5,860,075), October 31, 2013 ($4,807,956) and October 31, 2014 ($1,142,602).

D  Investment Transactions — Investment transactions are accounted for on the date the securities are purchased or sold. Realized gains and losses on securities sold are determined on the basis of identified cost. Securities purchased or sold on a when-issued or delayed delivery basis may be settled a month or more after the transaction date. The securities so purchased are subject to market fluctuations during this period. To the extent that when-issued or delayed delivery purchases are outstanding, the Trust instructs the custodian to segregate assets in a separate account, with a current value at least equal to the amount of its purchase commitments.

E  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. These commitments are disclosed in the accompanying Portfolio of Investments.

F  Offering Costs — Costs incurred by the Trust in connection with the offering of the common shares and preferred shares were recorded as a reduction of capital paid in excess of par applicable to common shares.

G  Expense Reduction — Investors Bank & Trust Company (IBT) serves as custodian of the Trust. Pursuant to the custodian agreement, IBT receives a fee reduced by credits which are determined based on the average daily cash balance the Trust maintains with IBT. All credit balances used to reduce the Trust's custodian fees are reported as a reduction of expenses in the Statements of Operations.

H  Written Options — Upon the writing of a call or a put option, an amount equal to the premium received by the Trust is included in the Statement of Assets and Liabilities as a liability. The amount of the liability is subsequently marked-to-market to reflect the current value of the option written in accordance with the Trust's policies on investment valuations discussed above. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or are closed are added to or offset against the proceeds or amount paid on the transaction to determine the realized gain or loss. If a put option is exercised, the premium reduces the cost basis of the securities purchased by the Trust. The Trust, as writer of an option, may have no control over whether the underlying securities may be sold (call) or purchased (put) and, as a result, bears the market risk of an unfavorable change in the price of the securities underlying the written option.

I  Purchased Options — Upon the purchase of a call or put option, the premium paid by the Trust is included in the Statement of Assets and Liabilities as an investment. The amount of the investment is subsequently marked-to-market to reflect the current market value of the option purchased, in accordance with the Trust's policies on investment valuations discussed above. If an option which the Trust has purchased expires on the stipulated expiration date, the Trust will realize a loss in the amount of the cost

28



Eaton Vance Senior Floating-Rate Trust as of October 31, 2006

NOTES TO FINANCIAL STATEMENTS CONT'D

of the option. If the Trust enters into a closing sale transaction, the Trust will realize a gain or loss, depending on whether the sales proceeds from the closing sale transaction are greater or less than the cost of the option. If the Trust exercises a put option, it will realize a gain or loss from the sale of the underlying security, and the proceeds from such sale will be decreased by the premium originally paid. If the Trust exercises a call option, the cost of the security which the Trust purchases upon exercise will be increased by the premium originally paid.

J  Financial Futures Contracts — Upon entering into a financial futures contract, the Trust is required to deposit an amount (initial margin) either in cash or securities equal to a certain percentage of the purchase price indicated in the financial futures contract. Subsequent payments are made or received by the Trust (margin maintenance) each day, dependent on the daily fluctuations in the value of the underlying securities, and are recorded for book purposes as unrealized gains or losses by the Trust.

If the Trust enters into a closing transaction, the Trust will realize, for book purposes, a gain or loss equal to the difference between the value of the financial futures contract to sell and the financial futures contract to buy. The Trust's investment in financial futures contracts is designed only to hedge against anticipated future changes in interest rates. Should interest rates move unexpectedly, the Trust may not achieve the anticipated benefits of the financial futures contracts and may realize a loss.

K  Reverse Repurchase Agreements — The Trust may enter into reverse repurchase agreements. Under such an agreement, the Trust temporarily transfers possession, but not ownership, of a security to a counterparty, in return for cash. At the same time, the Trust agrees to repurchase the security at an agreed-upon price and time in the future. The Trust may enter into reverse repurchase agreements for temporary purposes, such as to fund withdrawals, or for use as hedging instruments where the underlying security is denominated in a foreign currency. As a form of leverage, reverse repurchase agreements may increase the risk of fluctuation in the market value of the Trust's assets or in its yield. Liabilities to counterparties under reverse repurchase agreements are recognized in the Statement of Assets and Liabilities at the same time at which cash is received by the Trust. The securities underlying such agreements continue to be treated as owned by the Trust and remain in the Portfolio of Investments. Interest charged on amounts borrowed by the Trust under reverse repurchase agreements is accrued daily.

L  Total Return Swaps — The Trust may enter into swap agreements to hedge against fluctuations in securities prices, interest rates or market conditions; to change the duration of the overall portfolio; to mitigate default risk; or for other risk management purposes. In a total return swap, the Trust makes payments at a rate equal to a predetermined spread to the one or three-month LIBOR. In exchange, the Trust receives payments based on the rate of return of a benchmark industry index or basket of securities. During the term of the outstanding swap agreement, changes in the underlying value of the swap are recorded as unrealized gains and losses. Periodic payments received or made are recorded as realized gains or losses. The value of the swap is determined by changes in the relationship between the rate of interest and the benchmark industry index or basket of securities. The Trust is exposed to credit loss in the event of nonperformance by the swap counterparty. However, the Trust does not anticipate nonperformance by the counterparty. Risk may also arise from the unanticipated movements in value of interest rates, securities, or the index.

M  Credit Default Swaps — The Trust may enter into credit default swap contracts for risk management purposes, including diversification. 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 from the counterparty to the contract in the event of a default by a third party, such as a U.S. or foreign corporate issuer, on the debt obligation. In return, the Trust would pay 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 benefit 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 obligation. As the seller, the Trust would effectively add leverage to its portfolio because, in addition to its total net assets, the Trust would be subject to investment exposure on the notional amount of the swap. The Trust will segregate 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 counterparty may be unable to fulfill the transaction.

N  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.

29



Eaton Vance Senior Floating-Rate Trust as of October 31, 2006

NOTES TO FINANCIAL STATEMENTS CONT'D

O  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 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.

2  Auction Preferred Shares

The Trust issued 3,940 shares of Auction Preferred Shares (APS) Series A, 3,940 shares of Auction Preferred Shares (APS) Series B, 3,940 shares of Auction Preferred Shares (APS) Series C, and 3,940 shares of Auction Preferred Shares (APS) Series D on January 26, 2004 in a public offering. The underwriting discount and other offering costs were recorded as a reduction of the capital of the common shares. Dividends on the APS, which accrue daily, are cumulative at a rate which was established at the offering of the APS and have been reset every 7 days for Series A, B, and C, and 28 days for Seires D, thereafter by an auction. Dividend rates ranged from 3.84% to 5.23% for Series A shares, 3.84% to 5.23% for Series B shares, 3.75% to 5.25% for Series C shares, and 3.80% to 5.30% for Series D shares.

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 shall 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 Investment Company Act of 1940. The Trust pays an annual fee equivalent to 0.25% of the APS liquidation value for the remarketing efforts associated with the preferred auctions.

3  Distribution to Shareholders

The Trust intends to make monthly distributions of net investment income, after payment of any dividends on any outstanding APS. In addition, at least annually, the Trust intends to distribute net capital gain, if any. Distributions are recorded on the ex-dividend date. Distributions to preferred shareholders are recorded daily and are payable at the end of each dividend period. Each dividend payment period for the APS is generally between 7 and 28 days (depending on the share class). The applicable dividend rate for the APS on October 31, 2006 was 5.10%, 5.10%, 5.25%, and 5.20%, for Series A, Series B, Series C, and Series D shares, respectively. For the year ended October 31, 2006, the Trust paid dividends to APS holders amounting to $4,602,988, $4,626,707, $4,717,614 and $4,738,298 for Series A, Series B, Series C, and Series D shares, respectively, representing an average APS dividend rate for such period of 4.673%, 4.697%, 4.789%, and 4.810%, respectively.

The Trust distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principals 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. These differences relate primarily to the method for amortizing premiums.

The tax character of distributions paid for the years ended October 31, 2006 and October 31, 2005 was as follows:


  Year Ended
October 31, 2006
  Year Ended
October 31, 2005
 
Distributions declared from:  
Ordinary income:   $ 69,554,623     $ 53,002,459    

 

During the year ended October 31, 2006, accumulated undistributed net investment income was increased by $701,771, and accumulated net realized loss was decreased by $701,771 due to differences between book and tax accounting. This change had no effect on net assets or the net asset value per share.

As of October 31, 2006, the components of distributable earnings (accumulated losses) on a tax basis were as follows:

Undistributed income   $ 716,446    
Unrealized gain   $ 2,230,184    
Capital loss carryforwards   $ (11,810,633 )  

 

30



Eaton Vance Senior Floating-Rate Trust as of October 31, 2006

NOTES TO FINANCIAL STATEMENTS CONT'D

4  Investment Adviser Fee and Other Transactions with Affiliates  

The investment adviser fee, computed at an annual rate of 0.75% of the average daily gross assets of the Trust, was earned by Eaton Vance Management (EVM), as compensation for management and investment advisory services rendered to the Trust. For the year ended October 31, 2006, the fee was equivalent to 0.75% (annualized) of the Trust's average daily gross assets for such period and amounted to $7,667,205.

In addition, the Adviser has contractually agreed to reimburse the Trust for fees and other expenses in the amount of 0.20% of the average daily gross assets of the Trust for the first five full years of the Trust's operations, 0.15% of average weekly gross assets in year 6, 0.10% in year 7, and 0.05% in year 8. For the year ended October 31, 2006 the Investment Adviser waived $2,044,590 of its advisory fee.

Certain officers and Trustees of the Trust are officers of the above organization.

5  Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations and including paydowns, aggregated $510,677,080 and $502,836,044 respectively, for the year ended October 31, 2006.

6  Common Shares of Beneficial Interest  

The Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional $0.01 par value common shares of beneficial interest. Transactions in common shares were as follows:

  Year Ended October 31,  
  2006   2005  
Issued to shareholders electing to
receive payments of distributions 
in Fund shares
          84,520    
Net increase           84,520    

 

7  Federal Income Tax Basis of Unrealized Appreciation (Depreciation)

The cost and unrealized appreciation (depreciation) in value of investments owned by the Trust at October 31, 2006, as determined on a federal income tax basis, were as follows:

Aggregate cost   $ 1,006,124,226    
Gross unrealized appreciation   $ 6,870,726    
Gross unrealized depreciation     (4,725,015 )  
Net unrealized appreciation   $ 2,145,711    

 

8  Financial Instruments

The Trust may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities to assist in managing exposure to various market risks. These financial instruments include written options, financial futures and swap 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, 2006 is as follows:

Credit Default Swaps

Notional
Amount
  Expiration
Date
  Description   Net Unrealized
Appreciation
 
$ 2,000,000       3/20/2010     Agreement with Lehman Brothers
dated 3/15/2005 whereby the
Trust will receive 2.20% per year
times the notional amount. The
Trust makes a payment of the
notional amount only upon a
default event on the reference
entity, a Revolving Credit Agreement
issued by Inergy, L.P.
  $ 84,473    

 

At October 31, 2006, the Trust had sufficient cash and/or securities segregated to cover potential obligations arising from open swap contracts.

8  Recently Issued Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, ("FIN 48") "Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109". FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, "Accounting

31



Eaton Vance Senior Floating-Rate Trust as of October 31, 2006

NOTES TO FINANCIAL STATEMENTS CONT'D

for Income Taxes." This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. Management is currently evaluating the impact of applying the various provisions of FIN 48.

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 generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Trust's financial statement disclosures.

32




Eaton Vance Senior Floating-Rate Trust as of October 31, 2006

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 Trust), including the portfolio of investments, as of October 31, 2006, and the related statement of operations 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 two years in the period then ended, and for 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 Trust'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 standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Trust 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 Trust'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, 2006 by correspondence with the custodian, brokers, and selling or agent banks; where replies were not received from brokers and selling or 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 the Eaton Vance Senior Floating-Rate Trust at October 31, 2006, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for the two years in the period then ended and for 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 15, 2006

33



Eaton Vance Senior Floating-Rate Trust as of October 31, 2006

FEDERAL TAX INFORMATION (Unaudited)

The Form 1099-DIV you receive in January 2007 will show the tax status of all distributions paid to your account in calendar 2006. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund.

34



Eaton Vance Senior Floating-Rate Trust as of October 31, 2006

OTHER MATTERS (Unaudited)

Annual Meeting of Shareholders (Unaudited)

The Trust held its Annual Meeting of Shareholders on August 18, 2006. The following action was taken by the shareholders:

Item 1: The election of Ronald A. Pearlman and Norton H. Reamer as Class III Trustees of the Trust for a three-year term expiring in 2009.

Nominee for Trustees   Number of Shares  
Elected by All Shareholders   For   Withheld  
Ronald A. Pearlman     30,490,457       431,915    
Nominee for Trustee   Number of Shares  
Elected by APS Shareholders   For   Withheld  
Norton H. Reamer     11,598       35    

 

35




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 PFPC Inc. 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, PFPC, Inc. 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, PFPC, Inc., at 1-800-331-1710.

36



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 PFPC, Inc.
P.O. Box 43027
Providence, RI 02940-3027
800-331-1710

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, 2006, our records indicate that there are 14 registered shareholders and approximately 24,669 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
1-800-225-6265

New York Stock Exchange symbol

The New York Stock Exchange symbol is EFR.

37



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 March 27, 2006, 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 Special Committee of the Board, which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Special Committee reviewed information furnished for a series of meetings of the Special Committee held in February and March 2006. 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 managed by it;

Information about Portfolio Management

•  Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed;

•  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;

•  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.

In addition to the information identified above, the Special 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 March 31,

38



Eaton Vance Senior Floating-Rate Trust

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

2006, the Board met nine times and the Special Committee, the Audit Committee and the Governance Committee, each of which is a Committee comprised solely of Independent Trustees, met eight, twelve 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.

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 Special Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Special 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 Special 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 Special 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 Special Committee recommended to the Board approval of the agreement. The Board accepted the recommendation of the Special Committee as well as the factors considered and conclusions reached by the Special Committee with respect to the agreement. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve continuation of the 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 29 bank loan investment professionals and other personnel who provide services to the Fund, including four portfolio managers and 15 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 and the National Association of Securities Dealers.

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 respective investment advisory agreements.

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 year ended September 30, 2005 for the Fund. The Board noted that the Fund's performance relative to its peers is affected by management's focus

39



Eaton Vance Senior Floating-Rate Trust

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

on preserving capital as a secondary investment objective of the Fund. On the basis of the foregoing and other relevant information, the Board concluded that the performance of the Fund is satisfactory.

Management Fees and Expenses

The Board reviewed contractual investment advisory 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, 2005, 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 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. 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.

40




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. EVD is the Trust's principal underwriter and a wholly-owned subsidiary of EVM. 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                          
James B. Hawkes 11/9/41   Trustee and Vice President   Until 2008. 3 years. Trustee since 2003   Chairman and Chief Executive Officer of EVC, BMR, EVM and EV; Director of EV; Vice President and Director of EVD. Trustee and/or officer of 170 registered investment companies in the Eaton Vance Fund Complex. Mr. Hawkes is an interested person because of his positions with BMR, EVM, EVC and EV, which are affiliates of the Trust.     170     Director of EVC  
Noninterested Trustee(s)                          
Benjamin C. Esty 1/2/63   Trustee   Until 2007. 3 years. Trustee since 2005   Roy and Elizabeth Simmons Professor of Business Administration, Harvard University Graduate School of Business Administration (since 2003). Formerly, Associate Professor, Harvard University Graduate School of Business Administration (2000-2003).     170     None  
Samuel L. Hayes, III(A)
2/23/35
  Trustee and Chairman of the Board   Until 2007. 3 years. Trustee since 2003; and Chairman since 2005   Jacob H. Schiff Professor of Investment Banking Emeritus, Harvard University Graduate School of Business Administration. Director of Yakima Products, Inc. (manufacturer of automotive accessories) (since 2001) and Director of Telect, Inc. (telecommunications services company).     170     Director of Tiffany & Co. (specialty retailer)  
William H. Park 9/19/47   Trustee   Until 2008. 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). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (a holding company owning institutional investment management firms) (1982-2001).     170     None  
Ronald A. Pearlman 7/10/40   Trustee   Until 2009. 3 years. Trustee since 2003   Professor of Law, Georgetown University Law Center.     170     None  
Norton H. Reamer(A) 9/21/35   Trustee   Until 2009. 3 years. Trustee since 2003   President, Chief Executive Officer and a Director of Asset Management Finance Corp. (a specialty finance company serving the investment management industry) (since October 2003). President, Unicorn Corporation (an investment and financial advisory services company) (since September 2000). Formerly, Chairman and Chief Operating Officer, Hellman, Jordan Management Co., Inc. (an investment management company) (2000-2003). Formerly, Advisory Director of Berkshire Capital Corporation (investment banking firm) (2002-2003).     170     None  

 

41



Eaton Vance Senior Floating-Rate Trust

MANAGEMENT AND ORGANIZATION CONT'D

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   Trustee   Until 2007. 3 years. Trustee since 2003   Professor of Law, University of California at Los Angeles School of Law.     170     None  
Ralph F. Verni 1/26/43   Trustee   Until 2008. 3 years. Trustee since 2005   Consultant and private investor.     170     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
 
Thomas E. Faust Jr. 5/31/58   President   Since 2003   President of EVC, EVM, BMR and EV and Director of EVC. Chief Investment Officer of EVC, EVM and BMR. Officer of 71 registered investment companies and 5 private investment companies managed by EVM or BMR.  
Scott H. Page 11/30/59   Vice President   Since 2003   Vice President EVM and BMR. Officer of 15 registered investment companies managed by EVM or BMR.  
Craig Russ 10/30/63   Vice President   Since 2003   Vice President EVM and BMR. Officer of 1 registered investment company managed by EVM or BMR.  
Payson F. Swaffield 8/13/56   Vice President   Since 2003   Vice President of EVM and BMR. Officer of 15 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 24 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 170 registered investment companies managed by EVM or BMR.  
Alan R. Dynner 10/10/40   Secretary   Since 2003   Vice President, Secretary and Chief Legal Officer of BMR, EVM, EVD, EV and EVC. Officer of 170 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 170 registered investment companies managed by EVM or BMR.  

 

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

(A)  APS Trustee.

In accordance with Section 303A.12 (a) of the New York Stock Exchange Listed Company Manual, the Fund's Annual CEO Certification certifying as to compliance with NYSE's Corporate Governance Listing Standards was submitted to the Exchange on August 18, 2006.

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

The Eaton Vance Building
255 State Street
Boston, MA 02109

Administrator of Eaton Vance Senior Floating-Rate Trust
Eaton Vance Management

The Eaton Vance Building
255 State Street
Boston, MA 02109

Custodian
Investors Bank & Trust Company

200 Clarendon Street
Boston, MA 02116

Transfer Agent
PFPC Inc.

Attn: Eaton Vance Funds
P.O. Box 43027
Providence, RI 02940-3027
(800) 331-1710

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



2025-12/06  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, Samuel L. Hayes, III and Norton H. Reamer, each an independent trustee, as its audit committee financial experts.  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).  Mr. Hayes is the Jacob H. Schiff Professor of Investment Banking Emeritus of the Harvard University Graduate School of Business Administration.  Mr. Reamer is the President, Chief Executive Officer and a Director of Asset Management Finance Corp. (a specialty finance company serving the investment management industry) and is President of Unicorn Corporation (an investment and financial advisory services company).  Formerly, Mr. Reamer was Chairman and Chief Operating Officer of Hellman, Jordan Management Co., Inc. (an investment management company) and Advisory Director of Berkshire Capital Corporation (an investment banking firm), Chairman of the Board of UAM and Chairman, President and Director of the UAM Funds (mutual funds).

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, 2005 and October 31, 2006 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

 

10/31/2005

 

10/31/2006

 

 

 

 

 

 

 

Audit Fees

 

$

65,120

 

$

69,050

 

 

 

 

 

 

 

Audit-Related Fees(1)

 

$

5,000

 

$

5,000

 

 

 

 

 

 

 

Tax Fees(2)

 

$

6,405

 

$

8,100

 

 

 

 

 

 

 

All Other Fees(3)

 

$

0

 

$

0

 

 

 

 

 

 

 

Total

 

$

76,525

 

$

82,150

 

 


(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.

(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, 2005 and October 31, 2006; 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/ 2005

 

10/31/2006

 

 

 

 

 

 

 

Registrant

 

$

11,405

 

$

13,100

 

 

 

 

 

 

 

Eaton Vance(1)

 

$

170,983

 

$

72,100

 

 


(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.  Norton H. Reamer (Chair), Samuel L. Hayes, III, William H. Park, Lynn A. Stout 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, Craig P. Russ, Payson F. Swaffield 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, Russ and Swaffield 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 co-head of Eaton Vance’s Senior Loan Group.  Mr. Russ been with Eaton Vance since 1997 and is a Vice President of EVM and BMR.  Mr. Swaffield has been an Eaton Vance portfolio manager since 1996 and is a Vice President of EVM and BMR.  Along with Mr. Page, he is co-head of Eaton Vance’s Senior Loan Group.  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*

 

 

 

 

 

 

 

 

 

 

 

Scott H. Page

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

13

 

$

14,704.4

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

7

 

$

4,997.3

 

6

 

$

2,589.5

 

Other Accounts

 

2

 

$

1,337.7

 

0

 

$

0

 

Craig P. Russ

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

1

 

$

1,019.9

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

1

 

$

2,407.8

 

0

 

$

0

 

Other Accounts

 

0

 

$

0

 

0

 

$

0

 

Payson F. Swaffield

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

13

 

$

14,704.4

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

7

 

$

4,997.3

 

6

 

$

2,589.5

 

Other Accounts

 

2

 

$

1,337.7

 

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.




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

 

Scott H. Page

 

100,001-500,000

 

Craig P. Russ

 

None

 

Payson F. Swaffield

 

50,001-100,000

 

 

Potential for Conflicts of Interest.  The portfolio managers manage multiple investment portfolios.  Conflicts of interest may arise between a portfolio manager’s management of the Fund and his or her management of these other investment portfolios. Potential areas of conflict may include allocation of a portfolio manager’s time, investment opportunities and trades among investment portfolios, including the Fund, personal securities transactions and use of Fund portfolio holdings information.   In addition, some investment portfolios 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 and investment opportunities.  EVM has adopted policies and procedures that it believes are reasonably designed to address these conflicts.  There is no guarantee that such policies and procedures will be effective or that all potential conflicts will be anticipated.

Portfolio Manager Compensation Structure

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 all 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 evaluated primarily versus peer groups of funds as determined by Lipper Inc. and/or Morningstar, Inc. 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 14, 2006

 

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 14, 2006

 

 

 

 

By:

/s/Thomas E. Faust Jr.

 

 

Thomas E. Faust Jr.

 

President

 

 

 

 

Date:

December 14, 2006