EXHIBIT (n)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 3 to the Registration Statement on Form N-2 (1933 Act File No. 333-32268) of
Eaton Vance Prime Rate Reserves of our reports each dated February 11, 2000, of
Senior Debt Portfolio and Eaton Vance Prime Rate Reserves included in the Annual
Report to Shareholders for the year ended December 31, 1999.
We also consent to the reference to our Firm under the heading "Financial
Highlights" in the Prospectus and under the heading "Other Service Providers" in
the Statement of Additional Information incorporated by reference into this
Post-Effective Amendment No. 3.
/s/ Deloitte & Touche LLP
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Deloitte & Touche LLP
Boston, Massachusetts
October 31, 2000
C-11
