Company Description
Eaton Vance Senior Floating-Rate Fund (NYSE: EFR), formally referred to in regulatory documents as Eaton Vance Senior Floating-Rate Trust, is a diversified, closed-end management investment company. According to its stated investment objectives, the fund’s primary goal is to provide a high level of current income, with capital preservation as a secondary objective. EFR’s shares are listed on the New York Stock Exchange, where they trade under the symbol EFR as common shares of beneficial interest.
The fund invests in a portfolio that includes exposure to multiple industry groups. As described in its profile, its investments span areas such as Software, Health Care Providers & Services, Machinery, Chemicals, Professional Services, IT Services, Hotels, Restaurants & Leisure, Capital Markets, Specialty Retail, Commercial Services & Supplies, and other sectors. The trust invests in below investment grade floating rate loans, which are considered speculative because of the credit risk of their issuers. This focus on floating-rate instruments is central to the fund’s strategy to seek current income while managing interest-rate sensitivity.
EFR is organized as a Massachusetts business trust and reports as a registered investment company. Its common shares are registered under Section 12(b) of the Securities Exchange Act of 1934 and trade on the NYSE. The fund is overseen by a Board of Trustees, as detailed in its proxy materials, and it may also have auction preferred shares outstanding in addition to common shares. The Board structure and shareholder voting procedures are described in the fund’s definitive proxy statements.
The fund’s sponsor, Eaton Vance Corp., became part of Morgan Stanley Investment Management when Eaton Vance Corp. was acquired by Morgan Stanley on March 1, 2021. Eaton Vance Management, identified in fund communications as the investment adviser to EFR, is one of the investment affiliates that now operate within Morgan Stanley’s asset management division. Fund press releases and proxy statements continue to reference Eaton Vance Senior Floating-Rate Trust as the legal fund entity.
As a closed-end fund, EFR’s common shares are generally bought and sold in the secondary market at market prices, rather than being issued and redeemed at net asset value (NAV) on a continuous basis. Fund communications note that shares of closed-end funds often trade at a discount to NAV. The market price of EFR’s shares may differ from NAV based on factors affecting supply and demand, including distribution rates relative to similar investments, investors’ expectations for future distribution changes, the clarity of the fund’s investment strategy, and investors’ confidence in the markets in which the fund invests.
Fund disclosures emphasize that shares of EFR are subject to investment risk, including possible loss of principal. They also state that the fund is not FDIC-insured and is not a deposit or other obligation of, or guaranteed by, any bank. EFR is described as not being a complete investment program, and investors are advised in fund materials to consider carefully the fund’s investment objective, strategies, risks, charges and expenses before investing.
EFR’s Board has, at times, authorized conditional cash tender offers and conditional distribution rate changes, as described in press releases. These actions have included conditional tender offers for a percentage of the fund’s outstanding common shares at a price based on a percentage of NAV, subject to specified conditions such as shareholder approval of a new investment advisory agreement. The fund has also announced conditional increases in its regular monthly distributions on common shares, with the stated aim of enhancing long-term shareholder value, again subject to shareholder approval of advisory arrangements. These measures are described in detail in the fund’s public announcements and related SEC filings.
Fund communications explain that EFR’s distributions may include amounts from sources other than net investment income. When that is estimated to be the case, shareholders are notified, and the final determination of the tax character of distributions is made after the end of each calendar year. Disclosures also note that distributions in any period may be more or less than the net return earned by the fund on investments, and that distributions in excess of returns will cause the fund’s net assets and NAV per share to decline. Investors are cautioned not to use distribution levels as a direct measure of performance or to confuse them with yield or income.
Governance details for EFR are set out in its proxy statements. The fund’s Board of Trustees is divided into classes with staggered terms, and shareholders are asked to elect Trustees at annual meetings. Proxy materials describe the number of common shares and, where applicable, auction preferred shares outstanding on the record date, the voting rights of each share class, and the procedures for voting by proxy or in person. They also outline how shareholders can obtain proxy materials and related shareholder reports.
Recent current reports on Form 8-K filed by Eaton Vance Senior Floating-Rate Trust describe certain Board-related events, such as changes in the Chairperson of the Board and adjustments to the size of the Board. These filings confirm that EFR remains an active registrant with common shares listed on the NYSE and provide additional context on the fund’s governance.
Business model and investment focus
Eaton Vance Senior Floating-Rate Fund’s business model is that of a closed-end investment fund that seeks to generate income for shareholders by investing in below investment grade floating rate loans and related instruments. The fund’s emphasis on floating-rate loans means that the interest payments on many of its holdings adjust periodically with reference rates, which is a defining characteristic of its portfolio. Because these loans are below investment grade, fund disclosures characterize them as speculative due to the credit risk of their issuers.
The fund’s diversified exposure across multiple industry groups reflects a strategy of spreading credit risk among issuers in sectors such as Software, Health Care Providers & Services, Machinery, Chemicals, Professional Services, IT Services, Hotels, Restaurants & Leisure, Capital Markets, Specialty Retail, and Commercial Services & Supplies. The mix of sectors is described in the fund’s profile and may evolve over time as the portfolio is managed, but the focus on floating-rate, below investment grade credit is a central feature of EFR’s approach.
Shareholder structure and trading characteristics
EFR’s common shares of beneficial interest, with a stated par value, are listed on the New York Stock Exchange under the symbol EFR. As a closed-end fund, EFR does not continuously issue and redeem shares at NAV. Instead, investors typically enter or exit positions by trading in the secondary market at prevailing market prices. Fund communications highlight that the market price of closed-end fund shares, including EFR, may trade at a discount or premium to NAV based on factors such as distribution policies, investor sentiment, and broader market conditions.
The fund has also issued auction preferred shares, which have distinct voting rights in certain circumstances, as described in its governing documents and proxy materials. For example, holders of auction preferred shares may have the right, as a class, to elect specific Trustees, while other Trustees are elected by holders of common shares and auction preferred shares voting together as a single class.
Relationship with Eaton Vance and Morgan Stanley
Public communications about EFR note that Eaton Vance Corp., the parent of Eaton Vance Management, was acquired by Morgan Stanley on March 1, 2021. Following this transaction, Eaton Vance Management and other Eaton Vance affiliates became part of Morgan Stanley Investment Management, the asset management division of Morgan Stanley. EFR’s materials identify Eaton Vance Management as the fund’s investment adviser, and the fund has sought shareholder approval for new investment advisory agreements in connection with these organizational changes.
Press releases describe how the fund’s Board conditioned certain tender offers and distribution rate changes on shareholder approval of a new investment advisory agreement between EFR and Eaton Vance Management. These communications explain the rationale for such conditional actions and outline the mechanics of the tender offers, including pricing relative to NAV, potential pro rata acceptance if shares tendered exceed the authorized amount, and the circumstances under which the fund may determine not to accept shares tendered.
Risk considerations and disclosures
EFR’s public disclosures emphasize several key risk considerations. The fund invests in below investment grade floating rate loans, which are described as speculative due to the credit risk of their issuers. This means that issuers may have a higher risk of default compared to investment grade issuers. The fund also notes that its shares are subject to investment risk, including the possibility of losing the principal amount invested.
Fund materials further explain that distributions may include return of capital and that distributions in excess of the fund’s returns will reduce net assets and NAV per share. Investors are cautioned not to interpret distribution amounts as a direct indicator of performance. Additionally, EFR is described as not being a complete investment program, and investors are encouraged in fund communications to carefully review the fund’s objectives, strategies, risks, charges and expenses before investing.
Corporate governance and shareholder meetings
Details of EFR’s governance framework are provided in its definitive proxy statements filed with the SEC. These documents describe the Board’s composition, classification into different Trustee classes with staggered terms, and the process for electing Trustees at annual meetings. The proxy materials also set out the record date for determining shareholders entitled to vote, the number of common shares and auction preferred shares outstanding as of that date, and the procedures for submitting proxies or voting in person.
Shareholders receive information on how to attend annual meetings, including identification requirements and, for those holding shares through intermediaries, the need to obtain a legal proxy to vote in person. Proxy statements also discuss how proxies may be revoked and how votes are counted for the election of Trustees and other matters that may properly come before the meeting.