<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 1997
1933 ACT FILE NO. 333-25731
1940 ACT FILE NO. 811-05808
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 [ ]
PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. 1 [X]
AND/OR
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 [X]
AMENDMENT NO. 17 [X]
(CHECK APPROPRIATE BOX OR BOXES)
EATON VANCE PRIME RATE RESERVES
------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
24 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
----------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (617) 482-8260
-----------------------------------------------------------------
ALAN R. DYNNER
24 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
--------------------------------------
(NAME AND ADDRESS OF AGENT FOR SERVICE)
If any of the securities being registered on this Form will be offered on
a delayed or continuous basis in reliance on Rule 415 under the Securities Act
of 1933, other than securities offered in connection with a dividend
reinvestment plan, check the following box. [X]
It is proposed that this filing will become effective when declared
effective pursuant to Section 8(c) of the Securities Act of 1933.
Senior Debt Portfolio has also executed this Registration Statement.
================================================================================
<PAGE>
The limited purpose of this filing is to provide information about the
election of the Registrant to adopt "Interval Fund" status in accordance with
Rule 23c-3 under the Investment Company Act of 1940 and an exemptive order
issued by the Securities and Exchange Commission (Release 40-22709; June 16,
1997). This information is set forth in a supplement to the Prospectus and a
supplement to the Statement of Additional Information. The Prospectus and
Statement of Additional Information were filed electronically in a
Registration Statement on April 24, 1997 (Accession No. 0000950156-97-000405)
and are incorporated by reference herein.
<PAGE>
EATON VANCE PRIME RATE RESERVES
CROSS REFERENCE SHEET
ITEMS REQUIRED BY FORM N-2
PART A
ITEM NO. ITEM CAPTION PROSPECTUS CAPTION
- -------- ------------ ------------------
1. ............. Outside Front Cover Cover Page
2. ............. Inside Front and Outside Cover Pages
Back Cover Page
3. ............. Fee Table and Synopsis Shareholder and Fund Expenses
4. ............. Financial Highlights The Fund's Financial
Highlights
5. ............. Plan of Distribution How to Buy Fund Shares; The
Lifetime Investing Account/
Distribution Options
6. ............. Selling Shareholders Not Applicable
7. ............. Use of Proceeds Valuing Fund Shares;
Investment Policies and
Risks
8. ............. General Description of the Organization of the Fund and
Registrant the Portfolio
9. ............. Management Management of the Fund and the
Portfolio
10. ............. Capital Stock, Long-Term Organization of the Fund and
Debt, and Other the Portfolio; Valuing Fund
Securities Shares; Management of the
Fund and the Portfolio
11. ............. Defaults and Arrears on Not Applicable
Senior Securities
12. ............. Legal Proceedings How the Fund and the Portfolio
Invest their Assets
13. ............. Table of Contents of the Table of Contents of the
Statement of Additional Statement of Additional
Information Information
PART B STATEMENT OF
ITEM NO. ITEM CAPTION ADDITIONAL INFORMATION CAPTION
- -------- ------------ ------------------------------
14. ............. Cover Page Cover Page
15. ............. Table of Contents Table of Contents
16. ............. General Information and General Information and
History History; Other Information
17. ............. Investment Objective and Additional Information about
Policies Investment Policies;
Investment Restrictions
18. ............. Management Trustees and Officers;
Investment Advisory and
Other Services
19. ............. Control Persons and Control Persons and Principal
Principal Holders of Holders of Shares
Securities
20. ............. Investment Advisory and Investment Advisory and Other
Other Services Services
21. ............. Brokerage Allocation and Portfolio Trading
Other Practices
22. ............. Tax Status Taxes
23. ............. Financial Statements Financial Statements
<PAGE>
EATON VANCE PRIME RATE RESERVES
SUPPLEMENT TO PROSPECTUS DATED MAY 1, 1997
The following information amends and supplements the information set forth
in the section "Tender Offer to Purchase Shares" in the Prospectus.
From inception, the Fund's Board of Trustees has caused the Fund to make
discretionary quarterly tender offers to repurchase a specific number of
shares at the net asset value determined at the close of the tender offer.
Although the Fund has conducted these offers quarterly since inception, there
have been no assurances that the Fund would do so.
On June 23, 1997, the Board of Trustees approved a new fundamental policy
whereby the Fund commits to make regularly quarterly offers to repurchase
shares of the Fund. The Board of Trustees of Senior Debt Portfolio, in which
the Fund invests its assets, also approved this change for the Portfolio.
Beginning in September, 1997, the Fund has committed to make regular quarterly
offers (in FEBRUARY, MAY, AUGUST and NOVEMBER) to repurchase at least 5% and
up to 25% of the shares then outstanding of the Fund. The repurchase price
will be the net asset value (less any applicable early withdrawal charge)
determined not more than 14 days following the repurchase request deadline and
payment for all shares repurchased pursuant to these offers will be made not
later than 7 days after the repurchase pricing date. Under normal
circumstances, it is expected that net asset value will be determined on the
repurchase request deadline and payment for shares tendered will be made
within 3 business days after a repurchase request deadline. During the period
the offer to repurchase is open shareholders may obtain the current net asset
value by calling 1-800-225-6265, option 2 (fund #32).
At least 21 days prior to the repurchase request deadline the Fund will
mail written notice to each shareholder setting forth the number of shares the
Fund will repurchase, the repurchase request deadline and other terms of the
offer to repurchase, and the procedures for shareholders to follow to request
a repurchase.
The Board of Trustees of the Portfolio and the Fund will determine the
number of shares which the Fund will offer to repurchase each quarter. If more
shares are tendered for repurchase than the Fund has offered to repurchase,
the Board may, but is not obligated, to increase the number of shares to be
repurchased by 2% of the Fund shares outstanding; if there are still more
shares tendered than are offered for repurchase, shares will be repurchased on
a pro-rata basis. Shareholders may withdraw shares tendered for repurchase at
any time prior to the repurchase request deadline.
The commitment to make these quarterly offers to repurchase is a
fundamental policy of the Fund which cannot be changed without the approval of
shareholders. The Fund may suspend or postpone a repurchase offer only: (A) if
making or effecting the repurchase offer would cause the Fund to lose its
status as a regulated investment company under the Internal Revenue Code (see
"Distribution and Taxes" in the Prospectus); (B) for any period during which
the New York Stock Exchange or any market in which the securities owned by the
Portfolio are principally traded is closed, other than customary weekend and
holiday closings, or during which trading in such market is restricted; (C)
for any period during which an emergency exists as a result of which disposal
by the Portfolio of securities owned by it is not reasonably practicable, or
during which it is not reasonably practicable for the Portfolio or Fund fairly
to determine the value of its net assets; or (D) for such other periods as the
Securities and Exchange Commission may by order permit for the protection of
shareholders of the Fund.
June 23, 1997
PRPS
<PAGE>
EATON VANCE PRIME RATE RESERVES
Supplement to Statement of Additional Information dated May 1, 1997
The following information amends and supplements the investment
restricitons and policies in the section "Investment Restrictions".
On June 23, 1997, the Board of Trustees approved a new fundamental
policy to be effective September 1, 1997, as follows:
The Fund, as a matter of fundamental policy which may not be changed
without a vote of a majority of the outstanding voting securities of the Fund
(as defined in Section 2(a)(42) of the Investment Company Act of 1940) and in
accord with the provisions of Rule 23c-3 (as amended from time to time) under
the Act, shall make repurchase offers for its common shares of beneficial
interest at periodic intervals of three months between repurchase request
deadlines, such deadlines to be dates in the months of February, May, August and
November determined by the Board of Trustees with the repurchase pricing date
and time being not later than the close of business fourteen days after the
repurchase request deadline (or the next business day if the 14th day is not a
business day).
In addition, on June 23, 1997 the Board of Trustees of Senior Debt
Portfolio approved a new fundamental policy to be effective September 1, 1997,
as follows:
The Portfolio, as a matter of fundamental policy which may not be
changed without a vote of a majority of the outstanding voting securities of the
Portfolio (as defined in Section 2(a)(42) of the Investment Company Act of 1940)
and in accord with the provisions of Rule 23c-3 (as amended from time to time)
under the Act, shall make repurchase offers for its interests at periodic
intervals of three months to each holder of its interests between repurchase
request deadlines, such deadlines to be dates determined by the Board of
Trustees in the months when each such holder conducts its periodic repurchases
with the repurchase pricing date and time being not later than the close of
business fourteen days after the repurchase request deadline (or the next
business day if the 14th day is not a business day).
June 23, 1997 PRSAIS
<PAGE>
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(1) FINANCIAL STATEMENTS:
INCLUDED IN PART A:
Financial Highlights for each of the seven years ended
December 31, 1996, and for the period from the start of
business, August 4, 1989, to December 31, 1989
INCLUDED IN PART B:
INCORPORATED BY REFERENCE TO THE ANNUAL REPORT DATED DECEMBER
31, 1995 (ACCESSION NO. 0000950156-97-000169) FILED
ELECTRONICALLY PURSUANT TO SECTION 30(b)(2) OF THE INVESTMENT
COMPANY ACT OF 1940.
Financial Statements for EATON VANCE PRIME RATE RESERVES:
Statement of Assets and Liabilities as of December 31,
1996
Statement of Operations for the year ended December 31,
1996
Statement of Cash Flows for the year ended December 31,
1996
Statement of Changes in Net Assets for each of the two
years ended December 31, 1996
Financial Highlights for the five years ended December
31, 1996
Notes to Financial Statements
Independent Auditors' Report
Financial Statements for SENIOR DEBT PORTFOLIO:
Portfolio of Investments as of December 31, 1996
Statement of Assets and Liabilities as of December 31,
1996
Statement of Operations for the year ended December 31,
1996
Statement of Cash Flows for the year ended December 31,
1996
Statement of Changes in Net Assets for the year ended
December 31, 1996 and for the period from the start of
business, February 22, 1995, to December 31, 1995
Supplementary Data for the year ended December 31, 1996
and for the period from the start of business, February
22, 1995, to December 31, 1995
Notes to Financial Statements
Independent Auditors' Report
(2) EXHIBITS:
(a) (a) Declaration of Trust dated May 2, 1989, as amended and
restated June 30, 1989, filed as Exhibit (a)(a) to the
Registration Statement under the Securities Act of 1933 (1933
Act File No. 33-63623) and Amendment No. 14 to the
Registration Statement under the Investment Company Act of
1940 (1940 Act File No. 811-05808) filed with the Commission
on October 24, 1995 (Amendment No. 14) and incorporated
herein by reference.
(b) (a) By-Laws (as amended June 12, 1989) filed as Exhibit (b)(a) to
Amendment No. 14 and incorporated herein by reference.
(b) By-Laws Amendment dated December 13, 1993 filed as Exhibit
(b)(b) to Amendment No. 14 and incorporated herein by
reference.
(c) Not applicable
(d) Not applicable
(e) Not applicable
(f) Not applicable
(g) Not applicable
(h) (a) Distribution Agreement dated November 1, 1996 filed herewith.
(b) Selling Group Agreement between Eaton Vance Distributors,
Inc. and Authorized Dealers filed as Exhibit (6)(b) to
Post-Effective Amendment No. 61 to the Registration Statement
of Eaton Vance Growth Trust (File Nos. 2-22019 and 811-1241)
and incorporated herein by reference.
(c) Schedule of Dealer Discounts and Sales Charges filed as
Exhibit (6)(c) to Post- Effective Amendment No. 59 to the
Registration Statement of Eaton Vance Growth Trust (file Nos.
2022019 and 811-1241) and incorporated herein by reference.
(i) The Securities and Exchange Commission has granted the Registrant
an exemptive order that permits the Registrant to enter into
deferred compensation arrangements with its independent Trustees.
See in the Matter of Capital Exchange Fund, Inc., Release No.
IC-20671 (November 1, 1994).
(j) (a) Custodian Agreement dated December 17, 1990 filed as Exhibit
(j) to Amendment No. 14 and incorporated herein by reference.
(b) Amendment to Custodian Agreement dated October 23, 1995 filed
as Exhibit (j)(b) to the Post-Effective Amendment No. 1 to
the Registration Statement under the Securities Act of 1933
(1933 Act File No. 33-63623) and Amendment No. 15 to the
Registration Statement under the Investment Company Act of
1940 (1940 Act File No. 811-05808) filed with the Commission
on April 1, 1996 (Amendment No. 15) and incorporated herein
by reference.
(k) (a) Administration Agreement dated July 14, 1989 filed as Exhibit
(k)(a) to Amendment No. 14 and incorporated herein by
reference.
(b) Administration Agreement Amendment dated October 24, 1994
filed as Exhibit (k)(b) to Amendment No. 14 and incorporated
herein by reference.
(c) Transfer Agency Agreement dated November 2, 1992 filed as
Exhibit (k)(c) to the Registration Statement under the
Securities Act of 1933 (1933 Act File No. 333-25731) and
Amendment No. 16 to the Registration Statement under the
Investment Company Act of 1940 (1940 Act File No. 811-05808)
filed with the Commission on April 24, 1997 and incorporated
herein by reference.
(d) Amendment to Transfer Agency Agreement dated February 1, 1993
filed as Exhibit (9)(e) to Post-Effective Amendment No. 65 to
the Registration Statement of Eaton Vance Growth Trust (File
Nos. 2-22019 and 811-1241) and incorporated herein by
reference.
(l) Opinion and Consent of Counsel dated April 23, 1997 filed as
Exhibit (l) to Amendment No. 16 and incorporated herein by
reference.
(m) (a) Consent of Independent Auditors for Eaton Vance Prime Rate
Reserves filed herewith.
(b) Consent of Independent Auditors for Senior Debt Portfolio
filed herewith.
(n) Not applicable
(o) Not applicable
(p) Not applicable
(q) Not applicable
(r) Power of Attorney for Eaton Vance Prime Rate Reserves dated
February 14, 1997 filed herewith.
(s) Power of Attorney for Senior Debt Portfolio dated February 14,
1997 filed herewith.
ITEM 25. MARKETING ARRANGEMENTS
Not Applicable.
ITEM 26. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the approximate expenses incurred in
connection with the offerings of Registrant:
Registration fees ............................................. $1,298,589(1)
National Association of Securities Dealers, Inc. .............. $ 76,500(1)
Printing (other than stock certificates) ...................... $ 168,300
Engraving and printing stock certificates ..................... $ 4,800
Fees and expenses of qualification under state securities laws
(excluding fees of counsel) ................................. $ 275,550
Accounting fees and expenses .................................. $ 13,500
Legal fees and expenses ....................................... $ 230,000
----------
Total ................................................. $2,067,239
==========
- ------------------
(1)These amounts reflect expenses incurred in connection with separate
Registration Statements filed with the Commission of 100 million shares
each as follows: (a) (File No. 333-25731) on April 24, 1997 and declared
effective on May 1, 1997; (b) (File No. 33-63623) on October 24, 1995 and
declared effective on November 28, 1995; (c) (File No. 33-34922) on May 16,
1990 and declared effective on July 3, 1990; (d) (File No. 33-30268) on
August 2, 1989 and declared effective August 9, 1989; and (e) (File No.
33-28516) on May 3, 1989; and which are incorporated herein by reference.
ITEM 27. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL
None.
ITEM 28. NUMBER OF HOLDERS OF SECURITIES
(1) (2)
TITLE OF CLASS NUMBER OF RECORD HOLDERS
Shares of beneficial interest 42,606
as of
May 30, 1997
ITEM 29. INDEMNIFICATION
The Registrant's By-Laws contains indemnification provisions. 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 capacities as such.
The distribution agreement of the Registrant also provides for reciprocal
indemnity of the principal underwriter on the one hand, and the Trustees and
officers, on the other.
ITEM 30. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER
Reference is made to the information set forth under the captions
"Management of the Fund and the Portfolio" in the Prospectus and "Investment
Advisory and Other Services" in the Statement of Additional Information
constituting Parts A and B, respectively, of this Registration Statement,
which summary is incorporated herein by reference.
ITEM 31. 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 of 1940 and the
Rules promulgated thereunder are in the possession and custody of the
Registrant's custodian, Investors Bank & Trust Company, 89 South Street,
Boston, MA 02111, and its transfer agent, First Data Investor Services Group,
4400 Computer Drive, Westborough, MA 01581-5120, with the exception of certain
corporate documents and portfolio trading documents which are in the
possession and custody of Eaton Vance Management, 24 Federal Street, Boston,
MA 02110. Certain corporate documents of Senior Debt Portfolio (the
"Portfolio") are also maintained by IBT Trust Company (Cayman), Ltd., The Bank
of Nova Scotia Building, P.O. Box 501, George Town, Grand Cayman, Cayman
Islands, British West Indies, and certain investor account, Portfolio and the
Registrant's accounting records are held by IBT Fund Services (Canada) Inc., 1
First Canadian Place, King Street West, Suite 2800, P.O. Box 231, Toronto,
Ontario, Canada M5X 1C8. 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 and
Boston Management and Research.
ITEM 32. MANAGEMENT SERVICES
None.
ITEM 33. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
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;
(iii) 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;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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; and
(3) 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 continuous offering of the shares.
(4) To send by first class mail or other means designed to ensure
equally prompt delivery, within two business days of receipt of a written
or oral request, any Statement of Additional Information.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston and Commonwealth of
Massachusetts, on the 1st day of July, 1997.
EATON VANCE PRIME RATE RESERVES
By /s/ JAMES B. HAWKES
---------------------------------------
JAMES B. HAWKES, President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to its Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Trustee, President and
/s/ JAMES B. HAWKES Principal Executive Officer July 1, 1997
- --------------------------------------
JAMES B. HAWKES
Treasurer and Principal
Financial and
/s/ JAMES L. O'CONNOR Accounting Officer July 1, 1997
- --------------------------------------
JAMES L. O'CONNOR
Trustee and Vice
/s/ M. DOZIER GARDNER President July 1, 1997
- --------------------------------------
M. DOZIER GARDNER
DONALD R. DWIGHT* Trustee July 1, 1997
- --------------------------------------
DONALD R. DWIGHT
SAMUEL L. HAYES, III* Trustee July 1, 1997
- --------------------------------------
SAMUEL L. HAYES, III
NORTON H. REAMER* Trustee July 1, 1997
- --------------------------------------
NORTON H. REAMER
JOHN L. THORNDIKE* Trustee July 1, 1997
- --------------------------------------
JOHN L. THORNDIKE
JACK L. TREYNOR* Trustee July 1, 1997
- --------------------------------------
JACK L. TREYNOR
*By /s/ ALAN R. DYNNER
----------------------------------
ALAN R. DYNNER
Attorney-in-fact
</TABLE>
<PAGE>
SIGNATURES
Senior Debt Portfolio has duly caused this Amendment to the Registration
Statement on Form N-2 of Eaton Vance Prime Rate Reserves (File No. 333-25731)
to be signed on its behalf by the undersigned, thereunto duly authorized, in
Hamilton, Bermuda on the 23rd day of June, 1997.
SENIOR DEBT PORTFOLIO
By /s/ JAMES B. HAWKES
----------------------------------------
JAMES B. HAWKES, President
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
President, Principal
Executive Officer and
/s/ JAMES B. HAWKES Trustee June 23, 1997
- --------------------------------------
JAMES B. HAWKES
Treasurer and Principal
Financial and
JAMES L. O'CONNOR* Accounting Officer June 23, 1997
- --------------------------------------
JAMES L. O'CONNOR
/s/ DONALD R. DWIGHT Trustee June 23, 1997
- --------------------------------------
DONALD R. DWIGHT
/s/ M. DOZIER GARDNER Trustee June 23, 1997
- --------------------------------------
M. DOZIER GARDNER
/s/ SAMUEL L. HAYES, III Trustee June 23, 1997
- --------------------------------------
SAMUEL L. HAYES, III
/s/ NORTON H. REAMER Trustee June 23, 1997
- --------------------------------------
NORTON H. REAMER
/s/ JOHN L. THORNDIKE Trustee June 23, 1997
- --------------------------------------
JOHN L. THORNDIKE
/s/ JACK L. TREYNOR Trustee June 23, 1997
- --------------------------------------
JACK L. TREYNOR
*By /s/ JAMES B. HAWKES
-----------------------------
JAMES B. HAWKES
Attorney-in-fact
</TABLE>
<PAGE>
EXHIBIT INDEX
EXHIBITS DESCRIPTION PAGE
- -------- ----------- ----
(h)(a) Distribution Agreement dated November 1, 1996
(m)(a) Consent of Independent Auditors for Eaton Vance Prime
Rate Reserves
(m)(b) Consent of Independent Auditors for Senior Debt Portfolio
(r) Power of Attorney for Eaton Vance Prime Rate Reserves
dated February 14, 1997
(s) Power of Attorney for Senior Debt Portfolio dated
February 14, 1997
<PAGE>
EXHIBIT 99(h)(a
DISTRIBUTION AGREEMENT
AGREEMENT dated November 1, 1996 between EATON VANCE PRIME RATE
RESERVES, a Massachusetts business trust having its principal place of business
in Boston in the Commonwealth of Massachusetts, hereinafter called the "Fund,"
and EATON VANCE DISTRIBUTORS, INC., a Massachusetts corporation having its
principal place of business in said Boston and formerly named EV Distributors,
Inc., hereinafter sometimes called the "Principal Underwriter."
IN CONSIDERATION of the mutual promises and undertakings herein
contained, the parties hereto agree:
1. The Fund grants to the Principal Underwriter the right to purchase
common shares of the Fund upon the terms hereinbelow set forth during the term
of this Agreement. While this Agreement is in force, the Principal Underwriter
agrees to use its best efforts to find purchasers for shares of the Fund.
The Principal Underwriter shall have the right to buy from the Fund the
shares needed, but not more than the shares needed (except for clerical errors
and errors of transmission) to fill unconditional orders for shares of the Fund
placed with the Principal Underwriter by financial service firms or investors as
set forth in the current Prospectus relating to shares of the Fund. The price
which the Principal Underwriter shall pay for the shares so purchased shall be
equal to the net asset value used in determining the public offering price to be
paid by investors upon purchasing such shares. The Principal Underwriter shall
notify Investors Bank & Trust Company, Custodian of the Fund, ("IBT"), and First
Data Investor Services Group, Transfer Agent of the Fund ("First Data"), or a
successor transfer agent, at the end of each business day, or as soon thereafter
as the orders placed with it have been compiled, of the number of shares and the
prices thereof which the Principal Underwriter is to purchase as principal for
resale. The Principal Underwriter shall take down and pay for shares ordered
from the Fund on or before the eleventh business day (excluding Saturdays) after
the shares have been so ordered.
The right granted to the Principal Underwriter to buy shares from the
Fund shall be exclusive, except that said exclusive right shall not apply to
shares issued in connection with the merger or consolidation of any other
investment company or personal holding company with the Fund or the acquisition
by purchase or otherwise of all (or substantially all) the assets or the
outstanding shares of any such company, by the Fund; nor shall it apply to
shares, if any, issued by the Fund in distribution of net investment income or
realized capital gains of the Fund payable in shares or in cash at the option of
the shareholder.
2. The shares may be resold by the Principal Underwriter to or through
financial service firms having agreements with the Principal Underwriter, and to
investors, upon the following terms and conditions.
The public offering price, i.e., the price per share at which the
Principal Underwriter or financial service firm purchasing shares from the
Principal Underwriter may sell shares to the public, shall be equal to the net
asset value at which the Principal Underwriter is to purchase the shares.
The net asset value of shares of the Fund shall be determined by the
Fund or IBT, as the agent of the Fund, as of the close of regular trading on the
New York Stock Exchange on each business day on which said Exchange is open, or
as of such other time on each such business day as may be determined by the
Trustees of the Fund, in accordance with the methodology and procedures for
calculating such net asset value authorized by the Trustees. The Fund may also
cause the net asset value to be determined in substantially the same manner or
estimated in such manner and as of such other time or times as may from time to
time be agreed upon by the Fund and Principal Underwriter. The Fund will notify
the Principal Underwriter each time the net asset value of shares is determined
and when such value is so determined it shall be applicable to transactions as
set forth in the current Prospectus and Statement of Additional Information
(hereinafter the "Prospectus") relating to the Fund's shares.
No shares of the Fund shall be sold by the Fund during any period when
the determination of net asset value is suspended pursuant to the Declaration of
Trust, except to the Principal Underwriter, in the manner and upon the terms
above set forth to cover contracts of sale made by the Principal Underwriter
with its customers prior to any such suspension, and except as provided in the
last paragraph of paragraph 1 hereof. The Fund shall also have the right to
suspend the sale of its shares if in the judgment of the Fund conditions
obtaining at any time render such action advisable. The Principal Underwriter
shall have the right to suspend sales at any time, to refuse to accept or
confirm any order from an investor or financial service firm, or to accept or
confirm any such order in part only, if in the judgment of the Principal
Underwriter such action is in the best interests of the Fund.
3. The Fund agrees that it will, from time to time, but subject to the
necessary approval of the shareholders, take such steps as may be necessary to
register its shares under the federal Securities Act of 1933, as amended from
time to time (the "1933 Act"), to the end that there will be available for sale
such number of shares as the Principal Underwriter may reasonably be expected to
sell. The Fund agrees to indemnify and hold harmless the Principal Underwriter
and each person, if any, who controls the Principal Underwriter within the
meaning of Section 15 of the 1933 Act against any loss, liability, claim,
damages or expense (including the reasonable cost of investigating or defending
any alleged loss, liability, claim, damages or expense and reasonable counsel
fees incurred in connection therewith), arising by reason of any person
acquiring any shares, which may be based upon the 1933 Act or on any other
statute or at common law, on the ground that the Registration Statement or
Prospectus, as from time to time amended and supplemented, includes an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary in order to make the statements therein not
misleading, unless such statement or omission was made in reliance upon, and in
conformity with, information furnished in writing to the Fund in connection
therewith by or on behalf of the Principal Underwriter; provided, however, that
in no case (i) is the indemnity of the Fund in favor of the Principal
Underwriter and any such controlling person to be deemed to protect such
Principal Underwriter or any such controlling person against any liability to
the Fund or its security holders to which such Principal Underwriter or any such
controlling person would otherwise be subject by reason of willful misfeasance,
bad faith, or gross negligence in the performance of its duties or by reason of
its reckless disregard of its obligations and duties under this Agreement, or
(ii) is the Fund to be liable under its indemnity agreement contained in this
paragraph with respect to any claim made against the Principal Underwriter or
any such controlling person unless the Principal Underwriter or such controlling
person, as the case may be, shall have notified the Fund in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon the Principal
Underwriter or upon such controlling person (or after such Principal Underwriter
or such controlling person shall have received notice of such service on any
designated agent), but failure to notify the Fund of any such claim shall not
relieve it from any liability which it may have to the person against whom such
action is brought otherwise than on account of its indemnity agreement contained
in this paragraph. The Fund shall be entitled to participate, at its own
expense, in the defense, or, if it so elects, to assume the defense of any suit
brought to enforce any such liability, but if the Fund elects to assume the
defense, such defense shall be conducted by counsel chosen by it and
satisfactory to the Principal Underwriter or controlling person or persons,
defendant or defendants in the suit. In the event the Fund elects to assume the
defense of any such suit and retains such counsel, the Principal Underwriter or
controlling person or persons, defendant or defendants in the suit, shall bear
the fees and expenses of any additional counsel retained by them, but, in case
the Fund does not elect to assume the defense of any such suit, it shall
reimburse the Principal Underwriter or controlling person or persons, defendant
or defendants in the suit, for the reasonable fees and expenses of any counsel
retained by them. The Fund agrees promptly to notify the Principal Underwriter
of the commencement of any litigation or proceedings against it or any of its
officers or Trustees in connection with the issuance or sale of any of the
shares.
4. The Principal Underwriter covenants and agrees that, in selling the
shares of the Fund, it will use its best efforts in all respects duly to conform
with the requirements of all state and federal laws relating to the sale of such
securities, and will indemnify and hold harmless the Fund and each of its
Trustees and officers and each person, if any, who controls the Fund within the
meaning of Section 15 of the 1933 Act against any loss, liability, damages,
claim or expense (including the reasonable cost of investigating or defending
any alleged loss, liability, damages, claim or expense and reasonable counsel
fees incurred in connection therewith), arising by reason of any person
acquiring any shares, which may be based upon the 1933 Act or any other statute
or at common law, on account of any wrongful act of the Principal Underwriter or
any of its employees (including any failure to conform with any requirement of
any state or federal law relating to the sale of such securities) or on the
ground that the Registration Statement or Prospectus, as from time to time
amended and supplemented, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary in
order to make the statements therein not misleading, insofar as any such
statement or omission was made in reliance upon, and in conformity with
information furnished in writing to the Fund in connection therewith by or on
behalf of the Principal Underwriter, provided, however, that in no case (i) is
the indemnity of the Principal Underwriter in favor of any person indemnified to
be deemed to protect the Fund or any such person against any liability to which
the Fund or any such person would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of its or his
duties or by reason of its or his reckless disregard of its obligations and
duties under this Agreement, or (ii) is the Principal Underwriter to be liable
under its indemnity agreement contained in this paragraph with respect to any
claim made against the Fund or any person indemnified unless the Fund or such
person, as the case may be, shall have notified the Principal Underwriter in
writing within a reasonable time after the summons or other first legal process
giving information of the nature of the claim shall have been served upon the
Fund or upon such person (or after the Fund or such person shall have received
notice of such service on any designated agent), but failure to notify the
Principal Underwriter of any such claim shall not relieve it from any liability
which it may have to the Fund or any person against whom such action is brought
otherwise than on account of its indemnity agreement contained in this
paragraph. The Principal Underwriter shall be entitled to participate, at its
own expense, in the defense, or, if it so elects, to assume the defense of any
suit brought to enforce any such liability, but if the Principal Underwriter
elects to assume the defense, such defense shall be conducted by counsel chosen
by it and satisfactory to the Fund, or to its officers or Trustees, or to any
controlling person or persons, defendant or defendants in the suit. In the event
that the Principal Underwriter elects to assume the defense of any such suit and
retains such counsel, the Fund or such officers or Trustees or controlling
person or persons, defendant or defendants in the suit, shall bear the fees and
expenses of any additional counsel retained by them, but, in case the Principal
Underwriter does not elect to assume the defense of any such suit, it shall
reimburse the Fund, any such officers and Trustees or controlling person or
persons, defendant or defendants in such suit, for the reasonable fees and
expenses of any counsel retained by them. The Principal Underwriter agrees
promptly to notify the Fund of the commencement of any litigation or proceedings
against it in connection with the issue and sale of any of the shares.
Neither the Principal Underwriter nor any financial service firm nor any
other person is authorized by the Fund to give any information or to make any
representations, other than those contained in the Registration Statement or
Prospectus filed with the Securities and Exchange Commission under the 1933 Act,
as amended (as said Registration Statement and Prospectus may be amended or
supplemented from time to time), covering the shares of the Fund. Neither the
Principal Underwriter nor any financial service firm nor any other person is
authorized to act as agent for the Fund in connection with the offering or sale
of shares of the Fund to the public or otherwise. All such sales made by the
Principal Underwriter shall be made by it as principal, for its own account. The
Principal Underwriter may, however, act as agent in connection with "exchanges"
between investment companies for which the Principal Underwriter acts as
Principal Underwriter or for which as affiliate of the Principal Underwriter
acts as investment adviser.
5(a). The Fund will pay, or cause to be paid -
(i) all the costs and expenses of the Fund, including fees and
disbursements of its counsel, in connection with the preparation and filing of
any required Registration Statement and/or Prospectus under the 1933 Act,
covering its shares and all amendments and supplements thereto, and preparing
and mailing periodic reports and Prospectuses to shareholders (including the
expense of setting up in type any such Registration Statement, Prospectus or
periodic report);
(ii) the cost of preparing temporary and permanent share
certificates (if any) for shares of the Fund;
(iii) the cost and expenses of delivering to the Principal
Underwriter at its office in Boston, Massachusetts, all shares purchased by it
as principal hereunder;
(iv) all the federal and state (if any) issue and/or transfer
taxes payable upon the issue by or (in the case of treasury shares) transfer
from the Fund to the Principal Underwriter of any and all shares purchased by
the Principal Underwriter hereunder;
(v) all costs and expenses of conducting the Fund's periodic
tender offers for, or other repurchases or redemptions of, shares issued by the
Fund;
(vi) all payments to be made by the Fund pursuant to any written
service plan.
(b) The Principal Underwriter agrees that, after the Prospectus (other
than to existing shareholders of the Fund) and periodic reports have been set up
in type, it will bear the expense of printing and distributing any copies
thereof which are to be used in connection with the offering of shares of the
Fund to financial service firms or investors. The Principal Underwriter further
agrees that it will bear the expenses of preparing, printing and distributing
any other literature used by the Principal Underwriter or furnished by it for
use by financial service firms in connection with the offering of the shares of
the Fund for sale to the public and any expenses of advertising in connection
with such offering. The Fund agrees to pay the expenses of registration and
maintaining registration of its shares for sale under federal and state
securities laws, and, if necessary or advisable in connection therewith, of
qualifying the Fund as a dealer or broker, in such states as shall be selected
by the Principal Underwriter and the fees payable to each such state for
continuing the qualification therein until the Principal Underwriter notifies
the Fund that it does not wish such qualification continued.
(c) The Principal Underwriter shall be entitled to receive all Early
Withdrawal Charges paid or payable on repurchases of shares by the Fund pursuant
to any tender offer made by the Fund.
6. If, at any time during the existence of this Agreement, the Fund
shall deem it necessary or advisable in the best interests of the Fund that any
amendment of this Agreement be made in order to comply with the recommendations
or requirements of the Securities and Exchange Commission (the "Commission") or
other governmental authority or to obtain any advantage under Massachusetts or
federal tax laws, and shall notify the Principal Underwriter of the form of
amendment which it deems necessary or advisable and the reasons therefor, and,
if the Principal Underwriter declines to assent to such amendment, the Fund may
terminate this Agreement forthwith by written notice to the Principal
Underwriter. If, at any time during the existence of its agreement upon request
by the Principal Underwriter, the Fund fails (after a reasonable time) to make
any changes in its Declaration of Trust, as amended, or in its methods of doing
business which are necessary in order to comply with any requirement of federal
law or regulations of the Commission or of a national securities association of
which the Principal Underwriter is or may be a member, relating to the sale of
the shares of the Fund, the Principal Underwriter may terminate this Agreement
forthwith by written notice to the Fund.
7(a). The Principal Underwriter is a corporation in the United States
organized under the laws of Massachusetts and holding membership in the National
Association of Securities Dealers, Inc., a securities association registered
under Section 15A of the Securities Exchange Act of 1934, and during the life of
this Agreement will continue to be so resident in the United States, so
organized and a member in good standing of said Association. The Principal
Underwriter will comply with the Fund's Declaration of Trust and By-Laws, and
the Investment Company Act of 1940, as amended (the "1940 Act"), and the rules
promulgated thereunder, insofar as they are applicable to the Principal
Underwriter.
(b) The Principal Underwriter shall maintain in the United States and
preserve therein for such period or periods as the Commission shall prescribe by
rules and regulations applicable to it as Principal Underwriter of a closed-end
investment company registered under the 1940 Act such accounts, books and other
documents as are necessary or appropriate to record its transactions with the
Fund. Such accounts, books and other documents shall be subject at any time and
from time to time to such reasonable periodic, special and other examinations by
the Commission or any member or representative thereof as the Commission may
prescribe. The Principal Underwriter shall furnish to the Commission within such
reasonable time as the Commission may prescribe copies of or extracts from such
records which may be prepared without effort, expense or delay as the Commission
may by order require.
8. This Agreement shall continue in force indefinitely until terminated
as in this Agreement above provided, except that:
(a) this Agreement shall continue in effect through and including April
28, 1997 and shall continue in full force and effect indefinitely thereafter,
but only so long as such continuance is specifically approved at least annually
(i) by the vote of a majority of the Trustees of the Fund who are not
"interested persons" of the Fund or of the Principal Underwriter cast in person
at a meeting called for the purchase of voting on such approval, and (ii) by the
Board of Trustees of the Fund or by vote of a majority of the outstanding voting
securities of the Fund; and
(b) either party shall have the right to terminate this Agreement on six
(6) months' written notice thereof given in writing to the other party.
9. In the event of the assignment of this Agreement by the Principal
Underwriter, this Agreement shall automatically terminate.
10. Any notice under this Agreement shall be in writing, addressed and
delivered, or mailed postage paid, to the other party, at such address as such
other party may designate for the receipt of such notices. Until further notice
to the other party, it is agreed that the record address of the Fund, and that
of the Principal Underwriter, shall be 24 Federal Street, Boston, Massachusetts
02110.
11. The services of the Principal Underwriter to the Fund hereunder are
not to be deemed to be exclusive, the Principal Underwriter being free to (a)
render similar services to, and to act as principal underwriter in connection
with the distribution of shares of, other investment companies, and (b) engage
in other businesses and activities from time to time.
12. The terms "vote of a majority of the outstanding voting securities,"
"assignment" and "interested persons," when used herein, shall have the
respective meanings specified in the 1940 Act, subject, however, to such
exemptions as may be granted by the Commission by any rule, regulation or order.
13. The Principal Underwriter expressly acknowledges the provision in
the Fund's Declaration of Trust limiting the personal liability of the
shareholders of the Fund or the Trustees of the Fund. The Principal Underwriter
hereby agrees that it shall have recourse only to the assets of the Fund for
payment of claims or obligations as between the Fund, and the Principal
Underwriter arising out of this Agreement and shall not seek satisfaction from
any shareholders of the Fund or from the Trustees or any Trustee of the Fund.
14. This Agreement shall amend, replace and be substituted for the
distribution agreement dated July 14, 1989 between the Fund and Eaton Vance
Distributors, Inc., a separate Massachusetts corporation that has served as
principal underwriter prior to the effective date of this Agreement as of the
opening of business on November 1, 1996, and this Agreement shall be effective
as of such time.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement
on the 18th day of October, 1996.
EATON VANCE PRIME RATE RESERVES
By /s/ James B. Hawkes
--------------------------
President
EATON VANCE DISTRIBUTORS, INC.
By /s/ H. Day Brigham, Jr.
--------------------------
Vice President
<PAGE>
EXHIBIT (m)(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Post-Effective Amendment No. 1
to the Registration Statement of Eaton Vance Prime Rate Reserves of our report
relating to Eaton Vance Prime Rate Reserves dated February 7, 1997, which report
is included in the Annual Report to Shareholders for the year ended December 31,
1996.
We also consent to the reference to our Firm under the heading "The Fund's
Financial Highlights" appearing in the Prospectus and under the captions
"Auditors" and "Financial Statements" in the Statement of Additional Information
of the Registration Statement, which is incorporated by reference in this
Post-Effective Amendment No. 1 to the Registration Statement.
/s/ Deloitte & Touche LLP
----------------------------------
Deloitte & Touche LLP
Boston, Massachusetts
July 1, 1997
<PAGE>
EXHIBIT (m)(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Post-Effective Amendment No. 1
to the Registration Statement of Eaton Vance Prime Rate Reserves of our report
relating to Senior Debt Portfolio dated February 7, 1997, in the Statement of
Additional Information, which is part of such Registration Statement.
We also consent to the reference to our firm under the captions "Auditors" and
"Financial Statements" in the Statement of Additional Information, which is
incorporated by reference in this Post-Effective Amendment No. 1 to the
Registration Statement.
/s/ Deloitte & Touche
- ----------------------------------
Deloitte & Touche
Grand Cayman, Cayman Islands
British West Indies
July 1, 1997
<PAGE>
EXHIBIT 99(r)
POWER OF ATTORNEY
We, the undersigned officers and Trustees of Eaton Vance Prime Rate
Reserves, a Massachusetts business trust, do hereby severally constitute and
appoint Alan R. Dynner, James B. Hawkes and Eric G. Woodbury, or any of them, to
be true, sufficient and lawful attorneys, or attorney for each of us, to sign
for each of us, in the name of each of us in the capacities indicated below, the
Registration Statement and any and all amendments (including post-effective
amendments) to the Registration Statement on Form N-2 filed by Eaton Vance Prime
Rate Reserves with the Securities and Exchange Commission in respect of shares
of beneficial interest and other documents and papers relating thereto.
IN WITNESS WHEREOF we have hereunto set our hands on the dates set
opposite our respective signatures.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
President, Principal
Executive Officer and
/s/ James B. Hawkes Trustee February 14, 1997
- -----------------------------------
James B. Hawkes
Treasurer and Principal
Financial and Accounting
/s/ James L. O'Connor Officer February 14, 1997
- ----------------------------------
James L. O'Connor
/s/ Donald R. Dwight Trustee February 14, 1997
- ----------------------------------
Donald R. Dwight
/s/ M. Dozier Gardner Trustee February 14, 1997
- ---------------------------------
M. Dozier Gardner
/s/ Samuel L. Hayes, III Trustee February 14, 1997
- ---------------------------------
Samuel L. Hayes, III
/s/ Norton H. Reamer Trustee February 14, 1997
- --------------------------------
Norton H. Reamer
/s/ John L. Thorndike Trustee February 14, 1997
- ---------------------------------
John L. Thorndike
/s/ Jack L. Treynor Trustee February 14, 1997
- ----------------------------------
Jack L. Treynor
</TABLE>
<PAGE>
EXHIBIT 99(s)
POWER OF ATTORNEY
We, the undersigned officers and Trustees of Senior Debt Portfolio, a
New York trust, do hereby severally constitute and appoint Alan R. Dynner, James
B. Hawkes and Eric G. Woodbury, or any of them, to be true, sufficient and
lawful attorneys, or attorney for each of us, to sign for each of us, in the
name of each of us in the capacities indicated below, any and all amendments
(including post-effective amendments) to the Registration Statement on Form N-2
filed by Eaton Vance Prime Rate Reserves with the Securities and Exchange
Commission in respect of shares of beneficial interest and other documents and
papers relating thereto.
IN WITNESS WHEREOF we have hereunto set our hands, in Hamilton,
Bermuda, on the dates set opposite our respective signatures.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
President, Principal
Executive Officer and
/s/ James B. Hawkes Trustee February 14, 1997
- -----------------------------------
James B. Hawkes
Treasurer and Principal
Financial and
/s/ James L. O'Connor Accounting Officer February 14, 1997
- ----------------------------------
James L. O'Connor
/s/ Donald R. Dwight Trustee February 14, 1997
- ----------------------------------
Donald R. Dwight
/s/ M. Dozier Gardner Trustee February 14, 1997
- ---------------------------------
M. Dozier Gardner
/s/ Samuel L. Hayes, III Trustee February 14, 1997
- ----------------------------------
Samuel L. Hayes, III
Trustee
- ----------------------------------
Norton H. Reamer
/s/ John L. Thorndike Trustee February 14, 1997
- -----------------------------------
John L. Thorndike
/s/ Jack L. Treynor Trustee February 14, 1997
- ------------------------------------
Jack L. Treynor
</TABLE>
<PAGE>
POWER OF ATTORNEY
We, the undersigned officers and Trustees of Senior Debt Portfolio, a
New York trust, do hereby severally constitute and appoint Alan R. Dynner, James
B. Hawkes and Eric G. Woodbury, or any of them, to be true, sufficient and
lawful attorneys, or attorney for each of us, to sign for each of us, in the
name of each of us in the capacities indicated below, any and all amendments
(including post-effective amendments) to the Registration Statement on Form N-2
filed by Eaton Vance Prime Rate Reserves with the Securities and Exchange
Commission in respect of shares of beneficial interest and other documents and
papers relating thereto.
IN WITNESS WHEREOF we have hereunto set our hands, in Hamilton,
Bermuda, on the dates set opposite our respective signatures.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
President, Principal
Executive Officer and
Trustee
- -----------------------------------
James B. Hawkes
Treasurer and Principal
Financial and
Accounting Officer
- ----------------------------------
James L. O'Connor
Trustee
- ----------------------------------
Donald R. Dwight
Trustee
- ----------------------------------
M. Dozier Gardner
Trustee
- -----------------------------------
Samuel L. Hayes, III
/s/ Norton H. Reamer* Trustee April 23, 1997
- -----------------------------------
Norton H. Reamer
Trustee
- -----------------------------------
John L. Thorndike
Trustee
- ------------------------------------
Jack L. Treynor
*Executed in Frankfurt, Germany
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 1619366
<INVESTMENTS-AT-VALUE> 1614432
<RECEIVABLES> 2956
<ASSETS-OTHER> 262
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1618
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 5915
<TOTAL-LIABILITIES> 5915
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1618390
<SHARES-COMMON-STOCK> 161297
<SHARES-COMMON-PRIOR> 109108
<ACCUMULATED-NII-CURRENT> 164
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 1885
<ACCUM-APPREC-OR-DEPREC> (4934)
<NET-ASSETS> 1611735
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 99556
<EXPENSES-NET> 5142
<NET-INVESTMENT-INCOME> 94414
<REALIZED-GAINS-CURRENT> (1882)
<APPREC-INCREASE-CURRENT> (499)
<NET-CHANGE-FROM-OPS> 92033
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 94275
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 60826
<NUMBER-OF-SHARES-REDEEMED> 13701
<SHARES-REINVESTED> 5063
<NET-CHANGE-IN-ASSETS> 52189
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 8139
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 5142
<AVERAGE-NET-ASSETS> 1387223
<PER-SHARE-NAV-BEGIN> 10.01
<PER-SHARE-NII> 0.684
<PER-SHARE-GAIN-APPREC> (0.021)
<PER-SHARE-DIVIDEND> 0.683
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.99
<EXPENSE-RATIO> 1.39
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 2897294
<INVESTMENTS-AT-VALUE> 2891420
<RECEIVABLES> 18371
<ASSETS-OTHER> 108766
<OTHER-ITEMS-ASSETS> 962
<TOTAL-ASSETS> 3019520
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 9445
<TOTAL-LIABILITIES> 9445
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3015948
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 3010074
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 190545
<OTHER-INCOME> 5007
<EXPENSES-NET> 24305
<NET-INVESTMENT-INCOME> 171247
<REALIZED-GAINS-CURRENT> (2510)
<APPREC-INCREASE-CURRENT> (1388)
<NET-CHANGE-FROM-OPS> 167349
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 1388736
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 21644
<INTEREST-EXPENSE> 1003
<GROSS-EXPENSE> 24305
<AVERAGE-NET-ASSETS> 2387807
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 1.02
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
