As filed with the Securities and Exchange Commission on June 16, 2000
1933 Act File No. 333-32268
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 [x]
PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. 1 [x]
AND/OR
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [x]
AMENDMENT NO. 23 [x]
(CHECK APPROPRIATE BOX OR BOXES)
EATON VANCE PRIME RATE RESERVES
-------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
THE EATON VANCE BUILDING, 255 STATE STREET, BOSTON, MASSACHUSETTS 02109
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (617) 482-8260
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ALAN R. DYNNER
THE EATON VANCE BUILDING, 255 STATE STREET, BOSTON, MASSACHUSETTS 02109
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(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 (check appropriate box):
[ ] when delcared effective pursuant to section 8(c)
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[x] 60 days after filing pursuant to paragraph (a)
[ ] on (date) pursuant to paragraph (a)
If appropriate, check the following box:
[ ] This [post effective] amendment designates a new effective date for a
previously filed [post-effective amendment] [registration statement].
[ ] This form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act and the Securities Act
registration statement number of the earlier effective registration
statement for the same offering is
Senior Debt Portfolio has also executed this Registration Statement.
<PAGE>
The purpose of this filing is to provide information about the election of
the Registrant to adopt the multiple class structure in accordance with the
Investment Company Act of 1940 and an exemptive order expected to be issued by
the Securities and Exchange Commission. 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 with the Commission in a Registration Statement on Form N-2 on
March 13, 2000 (Accession No. 0000950156-00-000172) and are incorporated by
reference herein.
C-1
<PAGE>
EATON VANCE PRIME RATE RESERVES
CROSS REFERENCE SHEET
ITEMS REQUIRED BY FORM N-2
--------------------------
<TABLE>
PART A
ITEM NO. ITEM CAPTION PROSPECTUS CAPTION
-------- ------------ ------------------
<S> <C> <C>
1. Outside Front Cover Cover Page
2. Inside Front and Outside Back Cover Page Cover Pages
3. Fee Table and Synopsis Shareholder and Fund Expenses
4. Financial Highlights Financial Highlights
5. Plan of Distribution Purchasing Shares; Shareholder Account Features;
Sales Charges
6. Selling Shareholders Not Applicable
7. Use of Proceeds Purchasing Shares; Investment Objective, Policies
and Risks
8. General Description of the Registrant Organization of the Fund; Investment Objective,
Policies and Risks
9. Management Management of the Fund; Organization of the Fund
10. Capital Stock, Long-Term Debt, and Other Organization of the Fund; Distributions and Taxes;
Securities Shareholder Account Features
11. Defaults and Arrears on Senior Securities Not Applicable
12. Legal Proceedings Not Applicable
13. Table of Contents of the Statement of Table of Contents of the Statement of Additional
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 History Management and Organization
17. Investment Objective and Policies Investment Policies and Risks; Investment
Restrictions
18. Management Management and Organization; Investment
Advisory and Other Services
19. Control Persons and Principal Holders of Control Persons and Principal Holders of Shares
Securities
20 Investment Advisory and Other Services Investment Advisory and Other Services
21. Brokerage Allocation and Other Practices Portfolio Trading
22. Tax Status Taxes
23. Financial Statements Financial Statements
</TABLE>
C-2
<PAGE>
Eaton Vance Senior Floating-Rate Fund Class B
Eaton Vance Senior Floating-Rate Fund Original Class
Supplement to Prospectus
of Eaton Vance Prime Rate Reserves
dated
March 15, 2000
Eaton Vance Senior Floating-Rate Fund Class B ("Class B") and Eaton Vance
Senior Floating-Rate Fund Original Class ("Original Class") are classes of Eaton
Vance Senior Floating-Rate Fund (the "Fund"), formerly named Eaton Vance Prime
Rate Reserves.
The Fund now has three classes of shares - Class B, Original Class and
Eaton Vance Senior Floating-Rate Fund Class A ("Class A"), which is not
currently offered. Class B shares are offered for sale with the fees and
expenses described below. Class B shares automatically convert to Class A after
six years. The Original Class consists of all outstanding shares of Eaton Vance
Prime Rate Reserves as of ______________, 2000. The Original Class is offered
only to existing shareholders.
1. The following replaces the information under "Shareholder and Fund Expenses"
on page 3 of the prospectus:
Fees and Expenses. These tables describe the fees and expenses that you may pay
if you buy and hold shares.
<TABLE>
<CAPTION>
Shareholder Fees (fees paid directly from your investment) Original Class Class A Class B
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge (Load) (as a percentage of offering price) None None None
Dividend Reinvestment Fees None None None
Maximum Early Withdrawal Charge 3.00% None 3.00%
</TABLE>
<TABLE>
<CAPTION>
Annual Fund Operating Expenses (expenses that are deducted from Fund assets) Original Class Class A Class B
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Advisory Fee (after fee waiver) 0.42% 0.42% 0.42%
Distribution Fee 0.70% 0.00% 0.75%
Other Expenses* (after administration fee waiver) 0.13% 0.38% 0.38%
Total Annual Fund Operating Expenses (after fee waivers) 1.25% 0.80% 1.55%
</TABLE>
*Other Expenses for Class A and Class B includes a service fee of 0.25%.
Notes: The Fund invests exclusively in Senior Debt Portfolio (the "Portfolio").
See "Organization of the Fund". The table and Example summarize the aggregate
expenses of the Fund and the Portfolio and are designed to help investors
understand the costs and expenses they will bear, directly or indirectly, by
investing in the Fund. Information for the Fund is based on its expenses for the
most recent fiscal year when only the Original Class existed as a separate fund,
adjusted for a revised advisory fee waiver, complete waiver of administration
fees and addition of a distribution fee to that Class. If the distribution fee
of the Original Class were eliminated, the investment advisory fee and
administration fee waivers would be reduced by the same aggregate amount, and
adjustments would be made to fees of other Classes so that total expenses to
shareholders would remain the same. It is possible that the Trustees of the Fund
or Portfolio could reduce or eliminate these waivers even if the distribution
fee remained the same, which would increase Fund expenses. If no fee waivers
existed, the Investment Advisory Fee would be 0.95%, the Administration Fee
would be 0.25% and Total Annual Fund Operating Expenses would be approximately
2.03%, 1.58% and 2.33% for the Original Class, Class A and Class B,
respectively. Only the Independent Trustees of the Fund and Portfolio can reduce
or eliminate fee waivers. See "Management of the Fund".
<PAGE>
Example. This Example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other investment companies. The Example
assumes that you invest $1,000 in the Fund for the time periods indicated and
then have all of your shares repurchased at the end of those periods. The
Example also assumes that your investment has a 5% return each year and that the
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:
1 Year 3 Years 5 Years 10 Years
-------------------------------------------------------------------------------
Original Class shares $43 $60 $69 $151
Class A shares $ 8 $26 $44 $ 99
Class B shares $46 $69 $84 $185
You would pay the following expenses if you did not have your shares
repurchased.
1 Year 3 Years 5 Years 10 Years
-------------------------------------------------------------------------------
Original Class shares $13 $40 $69 $151
Class A shares $ 8 $26 $44 $ 99
Class B shares $16 $49 $84 $185
2. The following supplements the information under "Performance Information" on
page 6 of the prospectus:
The performance information in the prospectus is for the Original Class of
shares. Based upon estimated expenses, the performance of the Class A
shares will be slightly higher and the performance of the Class B shares
will be slightly lower than the Original Class.
3. The following supplements the information under "Special Investment Practices
- Securities Lending" on page 12 of the prospectus:
If permitted by an exemptive order of the Securities and Exchange
Commission, the Portfolio may also lend cash to investment companies
advised by the Eaton Vance organization if the return is higher than other
short-term investment options.
4. The following sentences are added to the first paragraph under "Organization
of the Fund" on page 12 of the prospectus:
The Fund offers multiple classes of shares. Each Class represents a pro
rata interest in the Fund, but is subject to different expenses and rights.
5. The following supplements the information under "Purchasing Shares" on page
15 of the prospectus:
Please include the name of the Class of shares with each investment.
6. The following language replaces the first two paragraphs under "Sales
Charges" on page 15 of the prospectus:
Shareholders pay no sales load when purchasing shares of the Original Class
or Class B shares. The principal underwriter will make payments from its
own assets at the rate of 3.0% of the dollar amount of such shares being
purchased to investment dealers who have sales agreements with the
principal underwriter.
If the Original Class shares remain outstanding for at least one year from
the date of their original purchase, the principal underwriter will
compensate the investment dealers at an annual rate, paid quarterly, equal
to .10% for the second year, .15% for the third year, .20% for the fourth
year, .25% for the fifth year and .30% for the sixth year and subsequent
years, of the value of Original Class shares sold by such investment
dealers and remaining outstanding. If the Class B shares remain outstanding
for at least one year from the date of their original purchase, the
principal underwriter will compensate the investment dealers at an annual
rate, paid quarterly, equal to .15% for the second and third years, .20%
for the fourth year, and .25% for the fifth year and subsequent years, of
the value of Class B shares sold by such investment dealers and remaining
outstanding (including shares converted to Class A). All compensation paid
to investment dealers will be made from BMR's, the principal underwriter's
and Eaton Vance's own assets, which may include amounts received by the
principal underwriter as early withdrawal charges or distribution fees,
service fees, amounts received by BMR under its Advisory Agreement with the
Portfolio and amounts received by Eaton Vance under its Administration
<PAGE>
Agreement with the Fund. The compensation paid to investment dealers and
the principal underwriter is subject to applicable limitations imposed by
the National Association of Securities Dealers, Inc. ("NASD").
The following language is added at the end of "Sales Charges" on page 15 of the
prospectus:
Class B Conversion Feature. After the longer of six years or at the time
when the early withdrawal charge applicable to your Class B shares expires,
Class B shares will automatically convert to Class A shares. Class B shares
acquired through the reinvestment of distributions will convert in
proportion to shares not so acquired.
7. The following language replaces the paragraph titled "Distribution Plan"
under "Sales Charges" on page 16 of the prospectus:
Distribution Plan. Shares of the Original Class and Class B shares have in
effect a plan that allows the Fund to pay distribution fees for the sale
and distribution of shares. The Original Class pays distribution fees of
0.70% of average daily net assets annually. Class B pays distribution fees
of 0.75% of average daily net assets annually. In addition, the Fund pays
service fees on Class A and Class B shares for personal services and/or the
maintenance of shareholder accounts to the principal underwriter,
investment dealers and other persons in amounts not exceeding .25% of
average daily net assets of each such Class for each fiscal year. All such
payments are limited by the sales charge rule of the National Association
of Securities Dealers, Inc. as if such rule were applicable.
8. The following supplements the information under "Repurchase Offers" on page
16 of the prospectus:
Repurchase Offers will be made to all Classes of the Fund on a quarterly
basis. Shareholders of each Class have the same repurchase offer rights. If
a shareholder holds both Class A and Class B shares, it will be assumed
that Class A shares are being offered for repurchase first. If a
shareholder holds both Original Class and Class B shares, the shareholder
will need to specify the Class the shareholder wishes to have repurchased.
9. The following supplements the information in "Exchange Privilege" under
"Shareholder Account Features" on page 17 of the prospectus:
Once a shareholder's Class B shares convert to Class A shares after six
years, a shareholder will have the ability to exchange those Class A shares
for Class A shares of one or more open-end investment companies in the
Eaton Vance Group of Funds. Class A shares will not be available in the
Exchange Privilege for six years from the date of this supplement.
August ___, 2000 PRPPS
<PAGE>
Eaton Vance Senior Floating-Rate Fund Class B
Eaton Vance Senior Floating-Rate Fund Original Class
Supplement to Statement of Additional Information
of Eaton Vance Prime Rate Reserves
dated
March 15, 2000
1. The following replaces investment restriction (5) under "Investment
Restrictions" on page 4 of the Statement of Additional Information:
(5) Make loans to other persons, except by (a) the acquisition of loan
interests, debt securities and other obligations in which the Fund is
authorized to invest in accordance with its investment objective and
policies, (b) entering into repurchase agreements, (c) lending its
portfolio securities and (d) lending cash consistent with applicable law.
2. The following sentences are added to the first paragraph under "Organization"
under "Management and Organization" on page 7 of the Statement of Additional
Information:
The Fund established multiple classes and changed its name to Eaton Vance
Senior Floating-Rate Fund (the "Fund") on __________________, 2000. The
Fund now has three classes of shares - Eaton Vance Senior Floating-Rate
Fund Original Class ("Original Class"), Eaton Vance Senior Floating-Rate
Fund Class A ("Class A") and Eaton Vance Senior Floating Rate Fund Class B
("Class B"). The operations of the Original Class reflect the operations of
the Fund prior to ____________, 2000. The Fund may issue an unlimited
number of shares of beneficial interest (no par value). Each Class
represents an interest in the Fund, but is subject to different expenses,
rights and privileges. The Trustees have the authority under the
Declaration of Trust to create additional classes of shares with differing
rights and privileges.
3. The following supplements the information under "Investment Advisory and
Other Services-Distribution Plan" on page 10 of the Statement of Additional
Information:
The Fund's Distribution Plan now applies to all Classes of shares at the
fee rates set forth in the Prospectus. The Trustees of the Fund may take
actions involving the Plan that affect only one Class, and shareholders of
each Class have separate voting rights with respect to the Plan.
4. The following paragraph is added to "Shareholder Account Information" on page
11 of the Statement of Additional Information:
CLASS B CONVERSION. Class B shares held for the longer of (i) six years or
(ii) the time at which the CDSC applicable to such shares expires (the
"holding period") will automatically convert to Class A shares. For
purposes of this conversion, all distributions paid on Class B shares which
the shareholder elects to reinvest in Class B shares will be considered to
be held in a separate sub-account. Upon the conversion of Class B shares
not acquired through the reinvestment of distributions, a pro rata portion
of the Class B shares held in the sub-account will also convert to Class A
shares. This portion will be determined by the ratio that the Class B
shares being converted bear to the total of Class B shares (excluding
shares acquired through reinvestment) in the account. This conversion
feature is subject to the continuing availability of a ruling from the
Internal Revenue Service or an opinion of counsel that the conversion is
not taxable for federal income tax purposes.
August ___, 2000 PRSAI
<PAGE>
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(1) FINANCIAL STATEMENTS:
INCLUDED IN PART A:
Financial highlights for each of the ten years ended December 31, 1999
INCLUDED IN PART B:
INCORPORATED BY REFERENCE TO THE ANNUAL REPORT DATED DECEMBER 31,
1999 (ACCESSION NO. 0000950156-00-000125), 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, 1999
Statement of Operations for the year ended December 31, 1999
Statements of Changes in Net Assets for each of the two years
ended December 31, 1999
Statement of Cash Flows for the year ended December 31, 1999
Financial Highlights for the five years ended December 31, 1999
Notes to Financial Statements
Independent Auditors' Report
Financial Statements for SENIOR DEBT PORTFOLIO:
Portfolio of Investments as of December 31, 1999
Statement of Assets and Liabilities as of December 31, 1999
Statement of Operations for the year ended December 31, 1999
Statements of Changes in Net Assets for each of the two years
ended December 31, 1999
Statement of Cash Flows for the year ended December 31, 1999
Supplementary Data for the four years ended December 31, 1999 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. 333-63623) 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) Amended and Restated Agreement and Declaration of Trust
dated April 26, 2000 filed herewith.
(c) Amendment to the Declaration of Trust to be filed by
Amendment.
(d) Establishment and Designation of Classes of Shares of
Beneficial Interest, Without Par Value to be filed by
Amendment.
(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-3
<PAGE>
(c) Not applicable
(d) Not applicable
(e) Not applicable
(f) Not applicable
(g) Not applicable
(h)(a) Distribution Agreement dated November 1, 1996 filed as
Exhibit (h)(a) to Post-Effective Amendment No. 1 to the
Registration Statement under the Securities Act of 1933
(1933 Act File No. 333-25731) and Amendment No. 17 to the
Registration Statement under the Investment Company Act of
1940 (1940 Act File No. 811-05808) filed with the Commission
on July 2, 1997 (Amendment No. 17) and incorporated herein
by reference.
(b) Distribution Agreement to be filed by Amendment.
(c) Selling Group Agreement between Eaton Vance Distributors,
Inc. and Authorized Dealers filed as Exhibit (6)(b) to the
Post-Effective Amendment No. 61 filed December 28, 1995 to
the Registration Statement of Eaton Vance Growth Trust (File
Nos. 2-22019 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.
(c) Amendment to Master Custodian Agreement with Investors Bank
& Trust Company dated December 21, 1998 as Exhibit (g)(3) to
the Registration Statement of Eaton Vance Municipals Trust
(File Nos. 33-572 and 811-4409) (Accession No.
0000950156-99-000050) filed January 25, 1999 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) Distribution Plan adopted December 21, 1998 filed as Exhibit
(k)(c) to the Registration Statement under the Securities
Act of 1933 (1933 Act File No. 333-72711) and Amendment No.
20 to the Registration Statement under the Investment
Company Act of 1940 (1940 Act File No. 811-05808) filed with
the Commission on February 22, 1999 (Amendment No. 20) and
incorporated herein by reference.
(d) Distribution and Service Plan to be filed by Amendment.
C-4
<PAGE>
(e) Transfer Agency Agreement as of January 1, 1998 filed as
Exhibit (k)(b) to the Registration Statement on Form N-2 of
Eaton Vance Advisers Senior Floating-Rate Fund (File Nos.
333-46853, 811-08671) (Accession No. 0000950156-98-000172)
filed February 25, 1998 and incorporated herein by
reference.
(f) Amendment to the Transfer Agency Agreement dated October 18,
1999 filed as Exhibit (h)(2)(b) to the Registration
Statement of Eaton Vance Municipals Trust (File Nos. 33-572
and 811-4409) (Accession No. 000950156-99-000723) and
incorporated herein by reference.
(l) Opinion and Consent of Counsel dated March 10, 2000 filed as
Exhibit (l) to the Registration Statement under the
Securities Act of 1933 (1933 Act File No. 333-32268) and
Amendment No. 22 to the Registration Statement under the
Investment Company Act of 1940 (1940 Act File No. 811-05808)
filed with the Commission on March 13, 2000 (Amendment No.
22) and incorporated herein by reference.
(m) Not applicable
(n) Consent of Independent Auditors filed herewith.
(o) Not applicable
(p) Not applicable
(q) Not applicable
(r) Code of Ethics filed as Exhibit (r) to Amendment No. 22 and
incorporated herein by reference.
(s)(a) Power of Attorney for Eaton Vance Prime Rate Reserves dated
February 14, 1997 filed as Exhibit (r) to Amendment No. 17
and incorporated herein by reference.
(b) Power of Attorney for Eaton Vance Prime Rate Reserves dated
November 16, 1998 filed as Exhibit (s)(b) to Amendment No.
20 and incorporated herein by reference.
(t)(a) Power of Attorney for Senior Debt Portfolio dated February
14, 1997 filed as Exhibit (s) to Amendment No. 17 and
incorporated herein by reference.
(b) Power of Attorney for Senior Debt Portfolio dated November
16, 1998 filed as Exhibit (t)(b) to Amendment No. 20 and
incorporated herein by reference.
ITEM 25. MARKETING ARRANGEMENTS
Not applicable.
C-5
<PAGE>
ITEM 26. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the approximate expenses incurred in
connection with the offerings of Registrant:
Registrant Fees $2,392,930(1)
National Association of Securities Dealers, Inc. Fees $ 168,000(1)
Printing (other than stock certificates) $ 208,000
Engraving and printing stock certificates $ 4,800
Fees and expenses of qualification under state
securities laws (excluding fees of counsel) $ 282,350
Accounting fees and expenses $ 13,500
Legal fees and expenses $ 230,000
-------------
Total $3,299,580(1)
-------------------------------
(1) These amounts include expenses for the shares registered pursuant to the
Registration Statements declared effective on May 3, 1989 (File No.
33-28516); August 9, 1989 (File No. 33-30268); July 3, 1990 (File No.
33-34922); November 28, 1995 (File No. 33-63623); May 1, 1997 (File No.
333-25731); November 2, 1998 (File No. 333-65869); May 3, 1999 (File No.
333-72711); and March 15, 2000 (File No. 333-32268).
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 benefical interest 95,555
as of
June 1, 2000
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: (i) the information set forth under the captions
"Management of the Fund" in the Prospectus and "Investment Advisory and
Administrative Services" in the Statement of Additional Information; (ii) the
Eaton Vance Corp. 10-K filed under the Securities Exchange Act of 1934 (File No.
1-8100); and (iii) the Forms ADV of Eaton Vance Management (File No. 801-15930)
and Boston Management and Research (File No. 801-43127) filed with the
Commission, all of which are incorporated herein by reference.
C-6
<PAGE>
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, 200 Clarendon Street,
16th Floor, Boston, MA 02116, and its transfer agent, PFPC, Inc., 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, The Eaton Vance Building, 255 State Street,
Boston, MA 02109. 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;
(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
continuos offering of the shares; and
(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.
C-7
<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 the Commonwealth of
Massachusetts, on June 14, 2000.
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 the Registration Statement has been signed below by the following persons in
the capacities on June 14, 2000.
Signature Title
--------- -----
/s/ James B. Hawkes Trustee, President and Principal
-------------------------- Executive Officer
James B. Hawkes
/s/ James L. O'Connor Treasurer (Principal Financial and
-------------------------- Accounting Officer)
James L. O'Connor
Jessica M. Bibliowicz* Trustee
--------------------------
Jessica M. Bibliowicz
Donald R. Dwight* Trustee
--------------------------
Donald R. Dwight
Samuel L. Hayes, III* Trustee
--------------------------
Samuel L. Hayes, III
Lynn A. Stout* Trustee
--------------------------
Lynn A. Stout
Jack L. Treynor* Trustee
--------------------------
Jack L. Treynor
*By: /s/ Alan R. Dynner
--------------------------
Alan R. Dynner (As attorney-in-fact)
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<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. 333-32268) to
be signed on its behalf by the undersigned, thereunto duly authorized in the
City of Boston and the Commonwealth of Massachusetts, on June 14, 2000.
SENIOR DEBT PORTFOLIO
By: /s/ JAMES B. HAWKES
-----------------------------
James B. Hawkes, President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
their capacities and on June 14, 2000.
Signature Title
--------- -----
/s/ James B. Hawkes Trustee, President and Principal
-------------------------- Executive Officer
James B. Hawkes
/s/ James L. O'Connor Treasurer (Principal Financial and
-------------------------- Accounting Officer)
James L. O'Connor
Jessica M. Bibliowicz* Trustee
--------------------------
Jessica M. Bibliowicz
Donald R. Dwight* Trustee
--------------------------
Donald R. Dwight
Samuel L. Hayes, III* Trustee
--------------------------
Samuel L. Hayes, III
Lynn A. Stout* Trustee
--------------------------
Lynn A. Stout
Jack L. Treynor* Trustee
--------------------------
Jack L. Treynor
*By: /s/ Alan R. Dynner
--------------------------
Alan R. Dynner (As attorney-in-fact)
C-9
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
(a)(b) Amended and Restated Agreement and Declaration of Trust dated
April 26, 2000
(n) Consent of Independent Auditors
