<PAGE>
As filed with the Securities and Exchange Commission on November 1, 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 [ ]
PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. 3 [X]
AND/OR
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [ ]
AMENDMENT NO. 25 [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
---------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
---------------------------------------------
(617) 482-8260
---------------------
ALAN R. DYNNER
THE EATON VANCE BUILDING, 255 STATE STREET,
-------------------------------------------
BOSTON, MASSACHUSETTS 02109
---------------------------
(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 declared effective pursuant to section 8(c)
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)
[X] on January 19, 2001 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>
EATON VANCE PRIME RATE RESERVES
CROSS REFERENCE SHEET
ITEMS REQUIRED BY FORM N-2
--------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
PART A>
ITEM NO.> ITEM CAPTION PROSPECTUS CAPTION
-------- ------------ ------------------
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-1
<PAGE>
The purpose of this filing is to defer the effective date of post-effective
amendment no. 2 ("PEA No. 2") (filed August 14, 2000; Accession No.
0000940394-00-000383), which had been filed to defer the effective date of
post-effective amendment no. 1 ("PEA No. 1") (filed June 16, 2000; Accession No.
0000940394-00-000269). The prospectus and statement of additional information
("SAI") of the Fund 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. The supplements
to the prospectus and SAI of the Fund contained in PEA No. 1 are also
incorporated by reference herein.
C-2
<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 as Exhibit (a)(b) to Post-Effective
Amendment No. 1 to the Registration Statement under the
Securities Act of 1933 (1933 Act File No. 333-32268) and
Amendment No. 23 to the Registration Statement under the
Investment Company Act of 1940 (1940 Act File No. 811-05808)
filed with the Commission on June 16, 2000 (Amendment No. 23) and
incorporated herein by reference.
(c) Amendment to the Declaration of Trust to be filed by Amendment.
C-3
<PAGE>
(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) 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-4
<PAGE>
(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.
(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 adopted by Eaton Vance Corp., Eaton Vance
Management, Boston Management and Research, Eaton Vance
Distributors, Inc. and the Eaton Vance Funds effective September
1, 2000 filed herewith.
(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:
Registration fees $2,392,930(1)
National Assocation of 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
security 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 98,134
as of
October 16, 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.
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.
C-6
<PAGE>
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 October 31, 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 October 31, 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
Norton H. Reamer*
----------------- Trustee
Norton H. Reamer
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-8
<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 October 31, 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 October 31, 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
Norton H. Reamer*
----------------- Trustee
Norton H. Reamer
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
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
(n) Consent of Independent Auditors
(r) Code of Ethics adopted by Eaton Vance Corp., Eaton Vance
Management, Boston Management and Research, Eaton Vance
Distributors, Inc. and the Eaton Vance Funds effective September
1, 2000.
C-10
