Overview of the Contract Review Process
The Investment Company Act of 1940, as amended (the “1940 Act”), provides, in substance, that for a fund to enter into an investment advisory agreement with an investment adviser, the fund’s board of trustees, including a majority of the trustees who are not “interested persons” of the fund (“independent trustees”), must approve the agreement and its terms at an in-person meeting called for the purpose of considering such approval.
At a meeting of the Board of Trustees (the “Board”) of Eaton Vance Floating-Rate Opportunities Fund (the “Fund”) held on April 18 and 19, 2023 (the “Meeting”), the Board, including a majority of the independent trustees (the “Independent Trustees”), voted to approve the investment advisory and administrative agreement (the “Agreement”) between the Fund and Eaton Vance Management (the “Adviser”).
Prior to voting its approval of the Agreement, the Board received information from the Adviser that the Board considered reasonably necessary to evaluate the terms of the Agreement. The Board considered information furnished by the Adviser for the Meeting relating specifically to the Fund, as well as information furnished by the Adviser for prior meetings of the Board and its committees. The Board also considered information provided in connection with the annual contract review process with respect to other registered investment companies advised by the Adviser or Boston Management and Research (the “Eaton Vance Funds”) over the course of the year leading up to the Meeting.
The information that the Board considered included, among other things, the following:
Information about Fees and Expenses
• The advisory and other fees payable by the Fund and the anticipated total expense ratio of the Fund;
• Information comparing the advisory and other fees to be payable by the Fund with fees paid by comparable funds, as identified by an independent data provider (“comparable funds”);
• Information comparing the expected total expense ratio and its components to comparable funds;
• Pro forma profitability analyses for the Adviser with respect to the Fund;
Information about Portfolio Management and Trading
• Descriptions of the investment management services to be provided by the Adviser, including with respect to the Fund’s investment strategies and policies;
• The procedures and processes used to determine the value of fund assets, including, when necessary, the determination of “fair value” and actions taken to monitor and test the effectiveness of such procedures and processes;
• Information about policies and practices of the Adviser with respect to trading, including processes for seeking best execution of portfolio transactions;
• Information about the allocation of brokerage transactions and the benefits received as a result of brokerage allocation, including information with respect to “soft dollars”;
Information about the Adviser
• Information regarding the financial condition, ownership structure and resources of the Adviser;
• Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities will include portfolio management and investment research for the Fund, and information relating to their responsibilities with respect to managing other pooled investment vehicles and/or investment accounts;
• Information regarding the Adviser’s and its affiliates’, including the Adviser’s parent company’s (Morgan Stanley’s), efforts to retain and attract talented investment professionals, including in the context of a particularly competitive marketplace for talent;
• The Codes of Ethics of the Adviser and its affiliates, together with information relating to compliance with and the administration of such codes;
• Policies and procedures relating to proxy voting, including regular reporting with respect to fund proxy voting activities;
• Information regarding the handling of corporate actions and class actions, as well as information regarding litigation and other regulatory matters;
• Information concerning the resources devoted to compliance efforts undertaken by the Adviser and its affiliates, including descriptions of their various compliance programs and their record of compliance;
• Information concerning the business continuity and disaster recovery plans of the Adviser and its affiliates; and
Other Relevant Information
• Information regarding ongoing initiatives to further integrate and harmonize, where applicable, the investment management and other departments of the Adviser and its affiliates with the overall investment management infrastructure of Morgan Stanley, in light of Morgan Stanley’s acquisition of Eaton Vance on March 1, 2021;
• Information concerning the nature, cost and character of the administrative and other non-investment advisory services provided by the Adviser and its affiliates;
• Information concerning oversight of the relationship with the custodian, subcustodians, fund accountants, and other third-party service providers by the Adviser and its affiliates;
• Information concerning efforts to implement policies and procedures with respect to various recently adopted regulations applicable to the Fund, including Rule 18f-4 (the Derivatives Rule) and Rule 2a-5 (the Fair Valuation Rule);