0001258623
true
EATON VANCE SENIOR FLOATING RATE TRUST
POS EX
No
0001258623
2023-03-31
2023-03-31
0001258623
dei:BusinessContactMember
2023-03-31
2023-03-31
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
xbrli:pure
1933 Act File No. 333-266343
1940 Act File No. 811-21411
Financial Highlights.
Registrant’s Certified Shareholder Reports
on Form N-CSR filed December 22, 2022 (Accession
No. 0001193125-22-310991) and incorporated herein by reference.
See Form of Distribution Agreement with respect to the Rule 415 shelf
offering.
See Form of Sub-Placement Agent Agreement.
| ITEM 27. | OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION |
The approximate expenses in connection with the offering are as follows:
Registration and Filing Fees |
$ 4,046 |
FINRA Fees |
$ 6,531 |
New York Stock Exchange Fees |
$ 14,297 |
Costs of Printing and Engraving |
$ 0 |
Accounting Fees and Expenses |
$ 2,050 |
Legal Fees and Expenses |
$ 7,000 |
Total |
$ 33,924 |
* Eaton Vance Management, the Fund’s Adviser, will pay expenses of the offering (other than the applicable commissions). |
| ITEM 28. | PERSONS CONTROLLED BY OR UNDER COMMON CONTROL |
None.
| ITEM 29. | NUMBER OF HOLDERS OF SECURITIES |
Set forth below is the number of record holders as of January 31,
2023, of each class of securities of the Registrant:
Title of Class |
|
Number of Record Holders |
Common Shares of Beneficial interest, par value $0.01 per share |
|
15,530 |
Auction Preferred Shares - Series A, par value $0.01 per share |
|
10 |
Auction Preferred Shares - Series B, par value $0.01 per share |
|
5 |
Auction Preferred Shares - Series C, par value $0.01 per share |
|
13 |
Auction Preferred Shares - Series D, par value $0.01 per share |
|
8 |
The Registrant's Amended and Restated By-Laws and the Form of Distribution
Agreement contain provisions limiting the liability, and providing for indemnification, of the Trustees and officers under certain circumstances.
The Registrant's Trustees and officers are insured under a standard
investment company errors and omissions insurance policy covering loss incurred by reason of negligent errors and omissions committed
in their official capacities as such. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended
(the “Securities Act”), may be permitted to directors, officers and controlling persons of the Registrant pursuant to the
provisions described in this Item 30, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange
Commission (the “Commission”) such indemnification is against public policy as expressed in the Securities Act and is therefore
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
| ITEM 31. | BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER |
Reference is made to: (i) the information set forth under the caption
“Investment Advisory and Other Services” in the Statement of Additional Information; (ii) the Morgan Stanley 10-K filed under
the Securities Exchange Act of 1934, as amended (the “1934 Act”) (File No. 001-11758); the most recent Eaton Vance Corp. Form
10-K filed under the 1934 Act (File No. 001-8100); and (iii) the Form ADV of Eaton Vance Management (File No. 801-15930) filed with the
Commission under the Investment Advisers Act of 1940, as amended, all of which are incorporated herein by reference.
| ITEM 32. | LOCATION OF ACCOUNTS AND RECORDS |
All applicable accounts, books and documents required to be maintained
by the Registrant by Section 31(a) of the Investment Company Act and the Rules promulgated thereunder are in the possession and custody
of the Registrant's custodian, State Street Bank and Trust Company, State Street Financial Center, One Lincoln Street, Boston, MA 02111,
and its transfer agent, American Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn, NY 11219, with the exception
of certain corporate documents and portfolio trading documents which are in the possession and custody of Eaton Vance Management, Two
International Place, Boston, MA 02110. Registrant is informed that all applicable accounts, books and documents required to be maintained
by registered investment advisers are in the custody and possession of Eaton Vance Management.
| ITEM 33. | MANAGEMENT SERVICES |
Not applicable.
1. Not applicable.
2. Not
applicable.
3. The Common Shares
being registered will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act. Accordingly, the Fund
undertakes:
(a) To file, during
any period in which offers or sales are being made, a post-effective amendment to the registration statement:
(1) To
include any prospectus required by Section 10(a)(3) of the Securities Act;
(2) To
reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement;
(3) To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
Provided, however, that paragraphs a(1), a(2), and
a(3) of this section do not apply if the registration statement is filed pursuant to General Instruction A.2 of this Form and the information
required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference into the registration
statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(b) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to
be the initial bona fide offering thereof;
(c) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering;
(d)
That, for the purpose of determining liability under the Securities Act to any purchaser:
(1) if the Registrant is relying on Rule
430B [17 CFR 230.430B]:
(A) Each prospectus filed by the Registrant
pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part
of and included in the registration statement; and
(B) Each prospectus required to be filed
pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made
pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing the information required by Section 10(a) of the Securities Act
shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first
used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided
in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be
a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that
no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated
or deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such
effective date; or
(2) if the Registrant is subject to Rule
430C [17 CFR 230.430C]: each prospectus filed pursuant to Rule 424(b) under the Securities Act as part of a registration statement relating
to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall
be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however,
that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated
or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as
to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first
use.
(e) that
for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of securities:
The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to the purchaser:
(1) any
preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424
under the Securities Act;
(2) free
writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned
Registrants;
(3) the
portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities Act relating to the offering containing
material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
(4) any
other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
4. The
Registrant undertakes that:
(a) for
the purpose of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant under the Securities
Act shall be deemed to be part of the Registration Statement as of the time it was declared effective; and
(b) for
the purpose of determining any liability under the Securities Act, each post- effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
5. The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated
by reference into the registration statement shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
6. Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons
of the Fund pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid
by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of
such issue.
7. The
Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days
of receipt of an oral or written request, any prospectus or Statement of Additional Information.
NOTICE
A copy of the Agreement and Declaration of Trust
of Eaton Vance Senior Floating-Rate Trust is on file with the Secretary of State of The Commonwealth of Massachusetts and notice is hereby
given that this instrument is executed on behalf of the Registrant by an officer of the Registrant as an officer and not individually
and that the obligations of or arising out of this instrument are not binding upon any of the Trustees, officers or shareholders individually,
but are binding only upon the assets and property of the Registrant.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized in the City of Boston and the Commonwealth of Massachusetts, on the 31st day of March 2023.
|
Eaton Vance Senior Floating-Rate Trust |
|
|
|
By: |
Eric A. Stein* |
|
|
Eric A. Stein, President |
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title |
|
|
Eric A. Stein* |
President (Chief Executive Officer) |
Eric A. Stein |
|
|
|
James F. Kirchner* |
Treasurer (Principal Financial and Accounting Officer) |
James F. Kirchner |
|
Signature |
Title |
Signature |
Title |
|
|
|
|
Alan C. Bowser* |
Trustee |
Keith Quinton* |
Trustee |
Alan C. Bowser |
|
Keith Quinton |
|
|
|
|
|
Thomas E. Faust Jr.* |
Trustee |
Marcus L. Smith* |
Trustee |
Thomas E. Faust Jr. |
|
Marcus L. Smith |
|
|
|
|
|
Mark R. Fetting* |
Trustee |
Susan J. Sutherland* |
Trustee |
Mark R. Fetting |
|
Susan J. Sutherland |
|
|
|
|
|
Cynthia E. Frost* |
Trustee |
Scott E. Wennerholm* |
Trustee |
Cynthia E. Frost |
|
Scott E. Wennerholm |
|
|
|
|
|
George J. Gorman* |
Trustee |
Nancy A. Wiser* |
Trustee |
George J. Gorman |
|
Nancy A. Wiser |
|
|
|
|
|
Valerie A. Mosley* |
Trustee |
|
|
Valerie A. Mosley |
|
|
|
|
|
|
|
*By: |
/s/ Deidre E. Walsh |
|
|
Deidre E. Walsh (As attorney-in-fact) |
INDEX TO EXHIBITS
Eaton Vance Senior Float... (NYSE:EFR)
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Eaton Vance Senior Float... (NYSE:EFR)
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