<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 11, 1995.
1933 Act File No. 33-59143
1940 Act File No. 811-07946
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM N-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 [X]
POST-EFFECTIVE AMENDMENT NO. 1 [X]
AND/OR
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 [X]
AMENDMENT NO. 4 [X]
(CHECK APPROPRIATE BOX OR BOXES)
EV CLASSIC SENIOR FLOATING-RATE FUND
------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
24 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
----------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (617) 482-8260
------------------------------------------------------------------
THOMAS OTIS, SECRETARY
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 unaudited financial
information about the Fund (and Senior Debt Portfolio) in a supplement to the
Statement of Additional Information. The Prospectus and Statement of Additional
Information filed electronically pursuant to Rule 497(c) on March 3, 1995
(Accession No. 0000950156-95-000097) and the Supplement dated May 5, 1995 to the
Prospectus dated February 22, 1995 filed electronically on May 5, 1995
(Accession No. 0000950156-95-000335) are incorporated by reference herein.
<PAGE>
EV CLASSIC SENIOR FLOATING-RATE FUND
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 Not Applicable
5. ................ Plan of Distribution How to Buy Fund Shares; The
Lifetime Investing
Account/Distribution
Options; Service Plan
6. ................ Selling Shareholders Not Applicable
7. ................ Use of Proceeds Valuing Fund Shares; How
the Fund and the
Portfolio Invest their
Assets
8. ................ General Description of the Organization of the Fund
Registrant and the Portfolio
9. ................ Management Management of the Fund and
the Portfolio
10. ................ Capital Stock, Long-Term Organization of the Fund
Debt, and Other and the Portfolio;
Securities Valuing Fund 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
Policies about Investment
Policies; Investment
Restrictions
18. ................ Management Trustees and Officers;
Investment Advisory and
Other Services
19. ................ Control Persons and Control Persons and
Principal Holders of Principal Holders of
Securities Shares
20. ................ Investment Advisory and Investment Advisory and
Other Services Other Services
21. ................ Brokerage Allocation and Portfolio Trading
Other Practices
22. ................ Tax Status Taxes
23. ................ Financial Statements Financial Statements
<PAGE>
EV CLASSIC SENIOR FLOATING-RATE FUND
SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION DATED FEBRUARY 22, 1995
Attached are unaudited financial statements for the Fund (and Senior Debt
Portfolio) for the period through May 2, 1995.
May 11, 1995
<PAGE>
EV CLASSIC SENIOR FLOATING-RATE FUND
FINANCIAL STATEMENTS
STATEMENT OF ASSETS AND LIABILITIES
- ------------------------------------------------------------------------------
May 2, 1995 (Unaudited)
- ------------------------------------------------------------------------------
ASSETS:
Investment in Senior Debt Portfolio at value (Note 1A)
(identified cost, $49,731,118) $49,672,940
Receivable for Fund shares sold 7,454,744
Receivable from the Administrator (Note 4) 1,846
Deferred organization expenses (Note 1D) 111,975
-----------
Total assets $57,241,505
LIABILITIES:
Dividends payable $ 19,864
Payable to affiliate --
Administration fee 689
Accrued expenses 105,634
--------
Total liabilities 126,187
-----------
NET ASSETS for 5,717,415 shares of beneficial interest
outstanding $57,115,318
===========
SOURCES OF NET ASSETS:
Paid-in capital $57,146,312
Net realized gain on investment transactions
(computed on the basis of identified cost) 23,402
Undistributed net investment income 3,782
Unrealized depreciation of investments from
Portfolio
(computed on the basis of identified cost) (58,178)
-----------
Total $57,115,318
-----------
NET ASSET VALUE PER SHARE (NOTE 6)
(57,115,318 / 5,717,415 shares of beneficial interest) $9.99
=====
See notes to financial statements
<PAGE>
FINANCIAL STATEMENTS (Continued)
STATEMENT OF OPERATIONS
- -------------------------------------------------------------------------------
For the period from the start of business, February 24, 1995 to
May 2, 1995 (Unaudited)
- -------------------------------------------------------------------------------
INVESTMENT INCOME (NOTE 1B):
Income allocated from Portfolio $357,628
Expenses allocated from Portfolio (46,473)
--------
Total investment income $311,155
Expenses --
Service fee (Note 5) $ 6,568
Administration fee (Note 4) 9,489
Amortization of organization expense (Note 1D) 4,194
Miscellaneous 4,761
-------
Total expenses $25,012
Deduct preliminary allocation of expenses to the
Administrator (Note 4) 1,846
-------
Net expenses 23,166
--------
Net investment income $287,989
--------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain from Portfolio on investment
transactions (identified cost basis) $ 23,402
Unrealized depreciation on investments (58,178)
--------
Net realized and unrealized loss $(34,776)
--------
Net increase in net assets from operations $253,213
========
See notes to financial statements
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS
- ------------------------------------------------------------------------------
For the period from the start of business, February 24, 1995 to
May 2, 1995 (Unaudited)
- ------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS:
From operations --
Net investment income $ 287,989
Net realized gain on investments 23,402
Unrealized depreciation of investments (58,178)
-------------
Net increase in net assets from
operations $ 253,213
-------------
Distributions to shareholders (Note 2) --
From net investment income $ (284,207)
-------------
Total distributions to shareholders $ (284,207)
-------------
Transactions in shares of beneficial interest
(Note 3) --
Proceeds from sales of shares $ 56,938,383
Net asset value of shares issued to
shareholders in payment of distributions
declared 207,929
-------------
Increase in net assets from Trust share
transactions $ 57,146,312
-------------
Net increase in net assets $ 57,115,318
NET ASSETS:
At beginning of period --
-------------
At end of period (including undistributed net
investment income of $3,782) $ 57,115,318
=============
See notes to financial statements
<PAGE>
FINANCIAL STATEMENTS (Continued)
FINANCIAL HIGHLIGHTS
- -------------------------------------------------------------------------------
For the period from the start of business, February 24, 1995 to
May 2, 1995 (Unaudited)
- -------------------------------------------------------------------------------
NET ASSET VALUE, beginning of period $10.000
-------
INCOME FROM OPERATIONS:
Net investment income(1) $ 0.146
Net realized and unrealized loss on investments (0.010)
-------
Total income from operations $ 0.136
-------
LESS DISTRIBUTIONS:
From net investment income $(0.146)
-------
Total distributions $(0.146)
-------
NET ASSET VALUE, end of period $ 9.990
=======
TOTAL RETURN(2) 1.36%
RATIOS/SUPPLEMENTAL DATA*:
Net assets, end of period (000's omitted) $57,115
Ratio of net expenses to average daily net assets(1) 1.59%+
Ratio of net investment income to average daily net assets 6.58%+
* For the period from the start of business, February 24, 1995, to May 2,
1995, the operating expenses of the Trust reflect an allocation of expenses
to the Administrator. Had such action not been taken, net investment income
per share and the ratios would have been as follows:
NET INVESTMENT INCOME PER SHARE 0.145
=====
RATIOS (As a percentage of average daily net assets):
Expenses(1) 1.63%+
Net investment income 6.54%+
+ Computed on an annualized basis.
(1) Includes the Trust's share of Senior Debt Portfolio's allocated expenses.
(2) Total investment return is calculated assuming a purchase at the net asset
value on the first day and a sale at the net asset value on the last day of
the period reported. Dividends and distributions, if any, are assumed to be
invested at the net asset value on the payable date.
See notes to financial statements
<PAGE>
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
- -------------------------------------------------------------------------------
(1) SIGNIFICANT ACCOUNTING POLICIES
EV Classic Senior Floating-Rate Fund (formerly Eaton Vance Senior Short-Term
Trust) (the Trust) was formed under a Declaration of Trust dated August 5, 1993,
amended and restated December 7, 1994. The Trust is an entity of the type
commonly known as a Massachusetts business trust and is registered under the
Investment Company Act of 1940, as amended, as a non-diversified closed- end
management investment company. The Trust invests all of its investable assets in
interests in the Senior Debt Portfolio (the Portfolio), a New York Trust, having
the same investment objective as the Trust. The value of the Trust's investment
in the Portfolio reflects the Trust's proportionate interest in the net assets
of the Portfolio (6.6% at May 2, 1995). The performance of the Trust is directly
affected by the performance of the Portfolio. The financial statements of the
Portfolio, including the portfolio of investments, are included elsewhere in
this report and should be read in conjunction with the Trust's financial
statements. The following is a summary of significant accounting policies
consistently followed by the Trust in the preparation of its financial
statements. The policies are in conformity with generally accepted accounting
principles.
A. INVESTMENT VALUATION -- Valuation of securities by the Portfolio is discussed
in Note 1 of the Portfolio's Notes to Financial Statements which are included
elsewhere in this report.
B. INCOME -- The Trust's net investment income consists of the Trust's pro rata
share of the net investment income of the Portfolio, less all actual and accrued
expenses of the Trust determined in accordance with generally accepted
accounting practices.
C. FEDERAL TAXES -- The Trust's policy is to comply with the provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute to shareholders each year all of its net investment income, including
any net realized gain on investments. Accordingly, no provision for federal
income or excise tax is necessary.
D. DEFERRED ORGANIZATION EXPENSES -- Costs incurred by the Trust in connection
with its organization, including registration costs, are being amortized on the
straight-line basis over five years.
E. OTHER -- Investment transactions are accounted for on a trade date basis.
F. INTERIM FINANCIAL INFORMATION -- The interim financial statements relating to
May 2, 1995 and for the period then ended have not been audited by independent
certified public accountants, but in the opinion of the Trust's management,
reflect all adjustments, consisting only of normal recurring adjustments,
necessary for the fair presentation of the financial statements.
<PAGE>
FINANCIAL STATEMENTS (Continued)
- -------------------------------------------------------------------------------
(2) DISTRIBUTIONS TO SHAREHOLDERS
The net investment income of the Trust is determined daily, and substantially
all of the net investment income so determined is declared daily as a dividend
to shareholders of record at the time of declaration. Such daily dividends will
be paid monthly. Distributions of realized capital gains, if any, are made at
least annually. Shareholders may reinvest capital gain distributions in
additional shares of the Trust at the net asset value as of the ex-dividend
date. Distributions are paid in the form of additional shares of the Trust or,
at the election of the shareholder, in cash. The Trust distinguishes between
distributions on a tax basis and a financial reporting basis. Generally accepted
accounting principles require that only distributions in excess of tax basis
earnings and profits be reported in the financial statements as a return of
capital. Differences in the recognition or classification of income between the
financial statements and tax earnings and profits which result in
over-distributions for financial statement purposes only are classified as
distributions in excess of net investment income or accumulated net realized
gains. Permanent differences between book and tax accounting relating to
distributions are reclassified to paid-in capital.
- -------------------------------------------------------------------------------
(3) SHARES OF BENEFICIAL INTEREST
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value). The Trust
may from time to time, at its discretion, make tender offers at net asset value
for the purchase of all or a portion of its shares. The price will be
established at the close of business on the last day the tender offer is open.
(An early withdrawal charge will be imposed on most shares accepted for tender
which have been held less than one year.) (See Note 3). The Trustees approved a
tender offer for the period from April 24, 1995 to May 19, 1995. Transactions in
Trust shares for the period from the start of business, February 24, 1995, to
May 2, 1995 were as follows:
Sales 5,696,607
Issued to shareholders electing to receive
payments of distributions in Trust shares 20,808
---------
Net increase 5,717,415
=========
- -------------------------------------------------------------------------------
(4) TRANSACTIONS WITH AFFILIATES
The administration fee was earned by Eaton Vance Management (EVM) as
compensation for administrative services necessary to conduct the Trust's
business. The fee is computed monthly in the amount of 1/48 of 1% (equivalent to
0.25% annually) of the average daily gross assets of the Portfolio attributable
to the Trust. The Portfolio has engaged Boston Management and Research (BMR), a
subsidiary of EVM, to render investment advisory services. See Note 2 of the
Portfolio's Notes to Financial Statements which are included elsewhere in this
report. To enhance the net income of the Trust, $1,846 of expenses related to
the operation of the Trust were allocated, on a preliminary basis, to EVM.
Except as to Trustees of the Trust and the Portfolio who are not members of
EVM's or BMR's organization, officers and Trustees receive remuneration for
their services to the Trust out of such investment adviser fee. Investors Bank &
Trust Company (IBT), an affiliate of EVM, serves as custodian of the Trust and
the Portfolio. Pursuant to the respective custodian agreements, IBT receives a
fee reduced by credits which are determined based on the average cash balances
the Trust or the Portfolio maintains with IBT. Certain of the officers and
Trustees of the Trust and Portfolio are officers and/or directors/trustees of
the above organizations (Note 5).
<PAGE>
- -------------------------------------------------------------------------------
(5) SERVICE PLAN
The Trust had adopted a service plan (the Plan) designed to meet the
requirements of Rule 12b-1 under the Investment Company Act of 1940 and the
service fee requirements of the revised sales charge rule of The National
Association of Securities Dealers, Inc.
The Service Plan provides that the Trust may make service fee payments to
the Principal Underwriter, Eaton Vance Distributors, Inc. (EVD), a subsidiary of
Eaton Vance Management, Authorized Firms or other persons in amounts not
exceeding 0.25% of the Trust's average daily net assets for any fiscal year. The
Trustees have initially implemented the Plan by authorizing the Trust to make
quarterly service fee payments to the Principal Underwriter and Authorized Firms
in amounts not exceeding 0.15% of the Trust's average daily net assets for each
fiscal year. The Trust paid or accrued service fees to or payable to EVD for the
period from the start of busines, February 24, 1995, to May 2, 1995, in the
amount of $6,568. Service fee payments are made for personal services and/or the
maintenance of shareholder accounts.
Certain of the officers and Trustees of the Trust are officers or directors
of EVD.
- -------------------------------------------------------------------------------
(6) EARLY WITHDRAWAL CHARGE
Eaton Vance Distributors, Inc. (EVD), a subsidiary of Eaton Vance Management,
serves as the Trust's principal underwriter. EVD compensates authorized firms at
a rate of 1% of the purchase price of shares purchased through such firms
consisting of 0.85% of sales commissions and 0.15% service fee (for the first
year's service). EVD also pays additional compensation to each firm equal to
0.60% per annum of the value of Trust shares sold by such firm that are
outstanding for more than one year. A 1% early withdrawal charge to recover
distribution expenses will be charged to tendering shareholders and paid to EVD
in connection with most shares held for less than one year which are accepted by
the Trust for repurchase pursuant to tender offers. The early withdrawal charge
will be imposed on those shares accepted for tender, the value of which exceeds
the aggregate value at the time the tender is accepted of: (a) all shares in the
account purchased more than one year prior to such acceptance, (b) all shares in
the account acquired through reinvestment of distributions, and (c) the
increase, if any, in value of all other shares in the account (namely those
purchased within the one year preceding the acceptance) over the purchase price
of such shares. In determining whether an early withdrawal charge is payable, it
is assumed that the acceptance of a repurchase offer would be made from the
earliest purchase of shares. EVD received no early withdrawal charges for the
period from the start of business, February 24, 1995 to May 2, 1995.
- ------------------------------------------------------------------------------
(7) INVESTMENT TRANSACTIONS
Increases and decreases in the Trust's investment in the Portfolio for the
period from February 24, 1995 to May 2, 1995 aggregated $49,989,775 and
$693,204, respectively.
<PAGE>
SENIOR DEBT PORTFOLIO
PORTFOLIO OF INVESTMENTS
MAY 2, 1995
(UNAUDITED)
- ------------------------------------------------------------------------------
SENIOR, SECURED, FLOATING-RATE INTERESTS - 85.4%
- -------------------------------------------------------------------------------
PRINCIPAL
AMOUNT BORROWER/BUSINESS DESCRIPTION VALUE
- -------------------------------------------------------------------------------
AEROSPACE/DEFENSE - 2.7%
Tracor, Inc.
$ 9,950,000 Term loan, maturing February 28, 2001 $ 9,950,000
Technical services to defense companies
VSI Industries, Inc.
10,798,999 Term loan, maturing March 31, 1997 10,798,999
Aerospace and specialty fasteners, and
plastics industry tooling systems
------------
$ 20,748,999
------------
AUTO PARTS - 1.7%
Exide Corporation
$ 5,000,000 Term loan, maturing September 30, 2001 $ 5,000,000
OEM automobile parts and batteries
Stanadyne Automotive Corp.
7,500,000 Term loan, maturing December 31, 2001 7,500,000
Auto and light truck fuel injection
equipment
------------
$ 12,500,000
------------
BROADCAST MEDIA - 2.7%
Coaxial Communications, Inc.
$10,000,000 Term loan, maturing December 31, 1999 $ 10,000,000
Cable television franchise
Ellis Communications, Inc.
10,400,000 Term loan, maturing March 31, 2003 10,400,000
Television and radio stations
------------
$ 20,400,000
------------
CHEMICALS - 3.4%
Freedom Chemical Company
$ 9,000,000 Term loan, maturing June 30, 2002 $ 9,000,000
Organic dyes, pigments, textile chemicals,
and other specialty chemicals
Harris Specialty Chemicals, Inc.
1,563,014 Term loan, maturing December 31, 1999 1,563,014
5,721,387 Term loan, maturing December 31, 2001 5,721,387
Construction chemicals
<PAGE>
- -------------------------------------------------------------------------------
SENIOR, SECURED, FLOATING-RATE INTERESTS (Continued)
- -------------------------------------------------------------------------------
PRINCIPAL
AMOUNT BORROWER/BUSINESS DESCRIPTION VALUE
- -------------------------------------------------------------------------------
CHEMICALS (Continued)
Indspec Chemical Corp.
9,438,597 Term loan, maturing December 2, 2000 9,438,597
Resorcinol and other specialty chemical
products
------------
$ 25,722,998
------------
COMMERCIAL SERVICES - 1.3%
Hosiery Corp. of America
$ 5,000,000 Term loan, maturing July 31, 2001 $ 5,000,000
Women's hosiery
Iron Mountain Information
4,488,750 Term loan, maturing October 31, 2002 4,488,750
Document archive services
------------
$ 9,488,750
------------
CONGLOMERATES - 1.6%
Spalding & Evenflo Companies, Inc.
$12,430,556 Term loan, maturing October 13, 2002 $ 12,430,556
------------
Sporting goods and infant products
CONTAINERS - METAL & GLASS - 1.0%
Silgan Corp.
$ 7,480,213 Term loan, maturing September 15, 1996 $ 7,480,213
------------
Metal and plastic packaging products
CONTAINERS - PAPER - 9.3%
Ivex Packaging Corp.
$ 9,631,266 Term loan, maturing December 31, 1999 $ 9,631,266
Plastic and paper packaging products
Jefferson Smurfit Corp.
5,000,000 Term loan, maturing April 30, 2001 5,000,000
23,154,167 Term loan, maturing April 30, 2002 23,154,167
Liner board and other paper board products
Stone Container Corp.
31,840,000 Term loan, maturing April 1, 2000 31,840,000
Commodity pulp, paper and packaging
products
------------
$ 69,625,433
------------
<PAGE>
- -------------------------------------------------------------------------------
SENIOR, SECURED, FLOATING-RATE INTERESTS (Continued)
- -------------------------------------------------------------------------------
PRINCIPAL
AMOUNT BORROWER/BUSINESS DESCRIPTION VALUE
- -------------------------------------------------------------------------------
ELECTRONICS - INSTRUMENTATION - 4.2%
Berg Electronics, Inc.
$11,900,000 Term loan, maturing March 31, 2001 $ 11,900,000
Electronic connectors
Elsag Bailey, Inc.
12,918,750 Term loan, June 25, 2002 12,918,750
Electronic process control systems
Sperry Marine, Inc.
6,641,463 Term loan, maturing December 31, 2000 6,641,463
Marine navigational equipment
------------
$ 31,460,213
------------
FOOD WHOLESALERS - 3.6%
Caterair Holdings Corp.
$12,496,766 Term loan, maturing December 31, 1996 $ 12,496,766
Food service to airlines
Kraft Foodservice, Inc.
5,000,000 Term loan, maturing March 31, 2002 5,000,000
Food producer and distributor
U.S Foodservice, Inc.
9,729,718 Term loan, maturing June 30, 2000 9,729,718
Food distributor to business
------------
$ 27,226,484
------------
FOODS - 3.9%
Envirodyne Industries, Inc.
$12,918,750 Term loan, maturing December 31, 1999 $ 12,918,750
Cellulosic and plastic based products for
the food industry
Specialty Foods Corp.
16,050,025 Term loan, maturing August 31, 1999 16,050,025
Bread and cheese products
------------
$ 28,968,775
------------
MANUFACTURING - DIVERSIFIED - 6.5%
Interlake Corp.
$13,001,792 Term loan, maturing September 27, 1996 $ 13,001,792
Engineered materials
<PAGE>
- -------------------------------------------------------------------------------
SENIOR, SECURED, FLOATING-RATE INTERESTS (Continued)
- -------------------------------------------------------------------------------
PRINCIPAL
AMOUNT BORROWER/BUSINESS DESCRIPTION VALUE
- -------------------------------------------------------------------------------
MANUFACTURING - DIVERSIFIED (Continued)
Intermetro Industries Corp.
3,569,044 Term loan, maturing June 30, 2001 3,569,044
5,113,939 Term loan, maturing December 31, 2002 5,113,939
Shelving
Mosler, Inc.
1,881,422 Term loan, maturing June 1, 1998 1,881,422
Safes, vaults, electronic security systems
Thermadyne Holdings Corp.
14,477,250 Term loan, maturing February 1, 2001 14,477,250
Cutting and welding products and floor
cleaning equipment
Waters Corp.
6,234,375 Term loan, maturing November 30, 2001 6,234,375
4,364,063 Term loan, maturing November 30, 2002 4,364,063
Manufacturer of high performance liquid
chromatography instruments
------------
$ 48,641,885
------------
PAPER AND FOREST PRODUCTS - 6.6%
Fort Howard Corp.
$10,000,000 Term loan maturing March 8, 2002 $ 10,000,000
15,000,000 Term loan maturing December 31, 2002 15,000,000
Sanitary tissue paper products
SDW Acquisition Corp.
25,000,000 Term loan, maturing December 20, 2002 25,000,000
Largest U.S. producer of coated free paper
------------
$ 50,000,000
------------
PUBLISHING - 5.3%
Krueger Ringier, Inc.
$ 9,052,569 Term loan, maturing December 31, 1997 $ 9,052,569
6,096,786 Term loan, maturing December 31, 1998 6,096,786
Printers and binders of mass market and
hardcover books
Ziff-Davis Publishing Company
12,867,647 Term loan, maturing December 31, 2001 12,867,647
12,132,353 Term loan, maturing December 31, 2002 12,132,353
Computer magazine and newspaper
publications
------------
$ 40,149,355
------------
<PAGE>
- -------------------------------------------------------------------------------
SENIOR, SECURED, FLOATING-RATE INTERESTS (Continued)
- -------------------------------------------------------------------------------
PRINCIPAL
AMOUNT BORROWER/BUSINESS DESCRIPTION VALUE
- -------------------------------------------------------------------------------
PUBLISHING - NEWSPAPERS - 0.6%
American Media Operations, Inc.
$ 4,477,500 Term loan, maturing September 30, 2002 $ 4,477,500
------------
Weekly periodical publisher
RESTAURANTS - 5.2%
America's Favorite Chicken Company
$21,986,799 Term loan, maturing November 5, 1998 $ 21,986,799
Church's Fried Chicken and Popeye's
restaurants
Long John Silver's Restaurants, Inc.
17,131,057 Term loan, maturing December 31, 1996 17,131,057
Fish restaurants
------------
$ 39,117,856
------------
RETAIL - SPECIALTY - 4.1%
Camelot Music, Inc.
$ 4,987,185 Term loan, maturing February 28, 2001 $ 4,987,185
Music stores
Griffith Consumers Company
10,923,611 Term loan, maturing December 31, 2002 10,923,611
Retail petroleum distributor
QVC, Inc.
15,000,000 Term loan, maturing January 1, 2004 15,000,000
Home shopping retailer
------------
$ 30,910,796
------------
RETAIL STORES - DRUG STORES - 1.7%
Duane Reade, Inc.
$ 5,016,667 Term loan, maturing December 31, 1997 $ 5,016,667
Retail drug stores
Thrifty Payless, Inc.
7,762,508 Term loan, maturing March 31, 2002 7,762,508
Retail drug stores on the West coast
------------
$ 12,779,175
------------
<PAGE>
- -------------------------------------------------------------------------------
SENIOR, SECURED, FLOATING-RATE INTERESTS (Continued)
- -------------------------------------------------------------------------------
PRINCIPAL
AMOUNT BORROWER/BUSINESS DESCRIPTION VALUE
- -------------------------------------------------------------------------------
RETAIL STORES - FOOD CHAINS - 12.4%
Dominic's Finer Foods, Inc.
$ 3,631,579 Term loan, maturing March 31, 2002 $ 3,631,579
3,934,211 Term loan, maturing September 30, 2003 3,934,211
3,934,211 Term loan, maturing March 31, 2003 3,934,211
Supermarket chain in Chicago
Grand Union Company
11,334,216 Term loan, maturing June 30, 1998 11,334,217
Supermarket chain in the Northeast
Pathmark Stores, Inc.
34,650,000 Term loan, maturing October 31, 1999 34,650,000
Supermarket chain in mid- Atlantic states
Ralphs Grocery Company
25,260,714 Term loan, maturing June 30, 1998 25,260,714
Third largest supermarket chain in
Southern California
Star Market Company, Inc.
5,894,737 Term loan, maturing December 31, 2001 5,894,737
4,421,053 Term loan, maturing December 31, 2002 4,421,053
Supermarket chain in Massachusetts
------------
$ 93,060,721
------------
STEEL - 1.7%
UCAR International, Inc.
$ 6,090,848 Term loan, maturing January 31, 2003 $ 6,090,848
3,201,600 Term loan, maturing July 31, 2003 3,201,600
3,201,600 Term loan, maturing January 31, 2004 3,201,600
Processing materials for steel industry
------------
$ 12,494,048
------------
TELECOMMUNICATIONS - 2.7%
Paging Network, Inc.
$20,000,000 Term loan, maturing March 31, 2002 $ 20,000,000
------------
Service and sales of paging equipment
<PAGE>
- -------------------------------------------------------------------------------
SENIOR, SECURED, FLOATING-RATE INTERESTS (Continued)
- -------------------------------------------------------------------------------
PRINCIPAL
AMOUNT BORROWER/BUSINESS DESCRIPTION VALUE
- -------------------------------------------------------------------------------
TEXTILES - 3.2%
Blackstone Capital Company II, L.L.C.
$ 5,000,000 Term loan, maturing January 13, 1997 $ 5,000,000
Automotive products, residential
upholstery fabrics, and wallcoverings
London Fog Industries, Inc.
12,279,839 Term loan, maturing June 31, 2001 9,701,072
5,130,546 Term loan, maturing June 31, 2002 4,053,132
Outerwear
Wasserstein/C & A Holdings, L.L.C.
5,000,000 Term loan, maturing January 13, 1997 5,000,000
Automotive products, residential
upholstery fabrics, and wallcoverings
------------
$ 23,754,204
------------
TOTAL LOAN INTERESTS (IDENTIFIED
COST, $645,814,658) $641,437,961
------------
- -------------------------------------------------------------------------------
PREFERRED STOCK - 0.5%
- -------------------------------------------------------------------------------
SHARES SECURITY
- -------------------------------------------------------------------------------
54,895 America's Favorite Chicken
Company, 8% Preferred Stock
(identified cost, $4,168,517) $ 4,035,880
------------
- -------------------------------------------------------------------------------
SHORT-TERM OBLIGATIONS -- 13.8%
- -------------------------------------------------------------------------------
PRINCIPAL
AMOUNT DESCRIPTION
- -------------------------------------------------------------------------------
$27,400,000 CXC, Inc., 6.00%, 5/2/95 $ 27,400,000
22,812,000 Corporate Receivables Corp.,
5.98%, 5/2/95 22,812,000
10,925,000 McDonald's Corp., 5.96%, 5/4/95 10,923,191
22,820,000 Melville Corp., 5.97%, 5/3/95 22,820,000
20,000,000 Panasonic Finance, Inc.,
5.96%, 5/3/95 20,000,000
------------
TOTAL SHORT-TERM INVESTMENTS,
AT AMORTIZED COST $103,955,191
------------
TOTAL INVESTMENTS (IDENTIFIED
COST, $753,938,366) -- 99.7% $749,429,032
OTHER ASSETS, LESS LIABILITIES -- 0.3% 1,869,514
------------
TOTAL NET ASSETS -- 100% $751,298,546
============
See notes to financial statements
<PAGE>
SENIOR DEBT PORTFOLIO
FINANCIAL STATEMENTS
STATEMENT OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------
May 2, 1995 (Unaudited)
- --------------------------------------------------------------------------------
ASSETS:
Investments, at value (Note 1A)
(identified cost, $753,938,366) $749,429,032
Cash 531,003
Interest receivable 5,148,189
Deferred organization expenses (Note 1D) 38,948
Prepaid expenses 595,142
------------
Total assets $755,742,314
LIABILITIES:
Deferred facility fee income (Note 1B) $4,307,682
Payable to affiliate --
Investment adviser fee 38,054
Trustees' fees 1,730
Custodian fee 11,836
Accrued expenses 84,466
----------
Total liabilities 4,443,768
------------
NET ASSETS applicable to investors' interest in Portfolio $751,298,546
============
SOURCES OF NET ASSETS:
Net proceeds from capital contributions and
withdrawals $755,807,880
Unrealized depreciation of investments
(computed on the basis of identified cost) (4,509,334)
------------
Total $751,298,546
============
See notes to financial statements
<PAGE>
STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
For the period from the start of business, February 22, 1995 to May 2, 1995
(Unaudited)
- --------------------------------------------------------------------------------
INVESTMENT INCOME (NOTE 1B):
Interest income $11,403,840
Facility fees earned 1,039,723
-----------
Total income $12,443,563
Expenses --
Investment adviser fee (Note 2) $1,232,752
Compensation of Trustees not members of the
Investment Adviser's organization 1,730
Custodian fee (Note 2) 51,368
Interest expense 108,533
Amortization of organization expense (Note 1D) 1,258
Miscellaneous 197,382
----------
Total expenses 1,593,023
-----------
Net investment income $10,850,540
-----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on investment transactions $ 950,149
Change in unrealized appreciation (depreciation)
of investments (1,784,407)
-----------
Net realized and unrealized loss on investments $ (834,258)
-----------
Net increase in net assets from operations $10,016,282
===========
See notes to financial statements
<PAGE>
STATEMENT OF CASH FLOWS
- --------------------------------------------------------------------------------
For the period from the start of business, February 22, 1995 to May 2, 1995
(Unaudited)
- --------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH:
CASH FLOWS FROM (FOR) OPERATING ACTIVITIES --
Purchase of Loan Interests $(138,881,270)
Proceeds from sales and principal repayments 75,668,549
Interest received 13,081,442
Facility fees received 1,642,072
Interest paid (75,932)
Operating expenses paid (1,418,341)
Net decrease in short-term investments (56,739,581)
-------------
Net cash used for operating activities $(106,723,061)
-------------
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES --
Proceeds from capital contributions $ 138,492,064
Payments for capital withdrawals (31,442,681)
-------------
Net cash provided by financing activities $ 107,049,383
-------------
Net increase in cash $ 326,322
CASH AT BEGINNING OF PERIOD 204,681
-------------
CASH AT END OF PERIOD $ 531,003
RECONCILIATION OF NET INCREASE IN NET ASSETS FROM
OPERATIONS TO NET CASH FROM OPERATING ACTIVITIES:
Net increase in net assets from operations $ 10,016,282
Decrease in receivable for investments sold 152,958
Decrease in interest receivable 1,727,993
Increase in prepaid expenses (15,526)
Increase in deferred organization expenses (38,948)
Increase in deferred facility fee income 602,349
Increase in payable to affiliates 51,620
Increase in accrued expenses and other liabilities 60,387
Net decrease in investments (119,280,176)
-------------
Net cash used for operating activities $(106,723,061)
=============
See notes to financial statements
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
For the period from the start of business, February 22, 1995 to May 2, 1995
(Unaudited)
- --------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS:
From operations --
Net investment income $ 10,850,540
Net realized gain on investment transactions 950,149
Change in unrealized depreciation of investments (1,784,407)
------------
Net increase in net assets from operations $ 10,016,282
------------
Capital transactions --
Contributions $772,524,945
Withdrawals (31,442,681)
------------
Increase in net assets resulting from
capital transactions $741,082,264
------------
Total increase in net assets $751,098,546
NET ASSETS:
At beginning of period 200,000
------------
At end of period $751,298,546
============
- --------------------------------------------------------------------------------
SUPPLEMENTARY DATA
- --------------------------------------------------------------------------------
For the period from the start of business, February 22, 1995 to May 2, 1995
(Unaudited)
- --------------------------------------------------------------------------------
RATIOS (As a percentage of average daily net assets):
Operating expenses 1.15%+
Interest expense 0.08%+
Net investment income 8.36%+
PORTFOLIO TURNOVER 13%
+ Computed on an annualized basis.
See notes to financial statements
<PAGE>
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(1) SIGNIFICANT ACCOUNTING POLICIES
Senior Debt Portfolio (the Portfolio) is registered under the Investment Company
Act of 1940 as a non-diversified closed-end investment company which was
organized as a trust under the laws of the State of New York on May 1, 1992. The
Declaration of Trust permits the Trustees to issue interests in the Portfolio.
Investment operations began on February 22, 1995, with the acquisition of
securities with a value of $583,240,521, including unrealized depreciation of
$2,724,927, in exchange for an interest in the Portfolio by one of the
Portfolio's investors. The following is a summary of significant accounting
policies of the Portfolio. The policies are in conformity with generally
accepted accounting principles.
A. INVESTMENT VALUATION -- The Portfolio's investments in interests in loans
(Loan Interests) are valued at fair value by the Portfolio's administrator,
Eaton Vance Management, under procedures established by the Trustees as
permitted by Section 2(a)(41) of the Investment Company Act of 1940. Such
procedures include the consideration of relevant factors, data and information
relating to fair value, including (i) the characteristics of and fundamental
analytical data relating to the Loan Interest, including the cost, size, current
interest rate, period until next interest rate reset, maturity and base lending
rate of the Loan Interest, the terms and conditions of the loan and any related
agreements and the position of the loan in the borrower's debt structure; (ii)
the nature, adequacy and value of the collateral, including the Portfolio's
rights, remedies and interests with respect to the collateral; (iii) the
creditworthiness of the borrower, based on evaluations of its financial
condition, financial statements and information about the borrower's business,
cash flows, capital structure and future prospects; (iv) information relating to
the market for the Loan Interest including price quotations for and trading in
the Loan Interests and interests in similar loans and the market environment and
investor attitudes towards Loan Interests and interests in similar loans; (v)
the reputation and financial condition of the agent bank and any intermediate
participant in the loan; and (vi) general economic and market conditions
affecting the fair value of the Loan Interest. Other portfolio securities (other
than short-term obligations, but including listed issues) may be valued on the
basis furnished by one or more pricing services which determine prices for
normal, institutional-sized trading units of such securities using market
information, transactions for comparable securities and various relationships
between securities which are generally recognized by institutional traders. In
certain circumstances, portfolio securities will be valued at the last sales
price on the exchange that is the primary markets of such securities, or the
last quoted bid price for those securities for which the over-the-counter market
is the primary market or for listed securities in which there were no sales
during the day. The value of interest rate swaps will be determined in
accordance with a discounted present value formula and then confirmed by
obtaining a bank quotation. Short-term obligations which mature in sixty days or
less are valued at amortized cost, if their original term to maturity when
acquired by the Portfolio was 60 days or less, or are valued at amortized cost
using their value on the 61st day prior to maturity, if their original term to
maturity when acquired by the Portfolio was more than (60) days, unless in each
case this is determined not to represent fair value. Repurchase agreements are
valued at cost plus accrued interest. Other portfolio securities for which there
are no quotations or valuations are valued at fair value as determined in good
faith by or on behalf of the Trustees.
B. INCOME -- Interest income from Loan Interests is recorded on the accrual
basis at the then-current interest rate, while all other interest income is
determined on the basis of interest accrued, adjusted for amortization of
premium or discount when required for federal income tax purposes. Facility fees
received are recognized as income over the expected term of the loan.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
- -------------------------------------------------------------------------------
C. INCOME TAXES -- The Portfolio is treated as a partnership for federal tax
purposes. No provision is made by the Portfolio for federal or state taxes on
any taxable income of the Portfolio because each investor in the Portfolio is
ultimately responsible for the payment of any taxes. Since some of the
Portfolio's investors are regulated investment companies that invest all or
substantially all of their assets in the Portfolio, the Portfolio normally must
satisfy the applicable source of income and diversification requirements (under
the Internal Revenue Code) in order for its investors to satisfy them. The
Portfolio will allocate at least annually among its investors each investor's
distributive share of the Portfolios' net investment income, net realized
capital gains, and any other items of income, gain, loss, deductions or credit.
D. DEFERRED ORGANIZATION EXPENSES -- Costs incurred by the Portfolio in
connection with its organization are being amortized on the straight-line basis
over five years.
E. INTERIM FINANCIAL INFORMATION -- The interim financial statements relating to
May 2, 1995 and for the period then ended have not been audited by independent
certified public accountants, but in the opinion of the Portfolio's management,
reflect all adustments, consisting only of normal recurring adjustments,
necessary for the fair presentation of the financial statements.
- -------------------------------------------------------------------------------
(2) INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES The
investment advisory fee is earned by Boston Management and Research (BMR) as
compensation for investment advisory services rendered to the Portfolio. The fee
is computed at the monthly rate of 19/240 of 1% (0.95% per annum) of the
Portfolio's average daily gross assets up to and including $1 million and at
reduced rates as daily gross assets exceed that level. For the period from the
start of business, February 22, 1995 to May 2, 1995, the effective annual rate,
based on average daily gross assets, was 0.95% (annualized). Except as to
Trustees of the Portfolio who are not members of EVM's organization, officers
and Trustees receive remuneration for their services to the Portfolio out of
such investment advisory fee. Investors Bank & Trust Company (IBT), an affiliate
of EVM, serves as custodian of the Portfolio. Pursuant to the custodian
agreement, IBT receives a fee reduced by credits which are determined based on
average daily cash balances the Portfolio maintains with IBT. Certain of the
officers and Trustees of the Portfolio are officers and directors/trustees of
the above organizations. Trustees of the Portfolio that are not affiliated with
the Investment Advisor may elect to defer receipt of all or a percentage of
their annual fees in accordance with the terms of the Trustees Deferred
Compensation Plan. For the period from start of business, February 22, 1995 to
May 2, 1995, no significant amounts have been deferred.
- -------------------------------------------------------------------------------
(3) INVESTMENTS
The Portfolio invests primarily in Loan Interests. The ability of the issuers of
the Loan Interests to meet their obligations may be affected by economic
developments in a specific industry. The cost of purchases and the proceeds from
principal repayments and sales of Loan Interests for the period from the start
of business, February 22, 1995, to May 2, 1995, aggregated $138,881,270 and
$75,668,549, respectively.
<PAGE>
- -------------------------------------------------------------------------------
(4) SHORT-TERM DEBT AND CREDIT AGREEMENTS
The Portfolio participates with other funds and Portfolios managed by BMR and
EVM in a $120 million unsecured line of credit agreement with a bank. The line
of credit consists of a $20 million committed facility and a $100 million
discretionary facility. Borrowings will be made by the Portfolio solely to
facilitate the handling of unusual and/or unanticipated short-term cash
requirements. Interest is charged to each Portfolio based on its borrowings at
an amount above either the bank's adjusted certificate of deposit rate, a
variable adjusted certificate of deposit rate, or a federal funds effective
rate. In addition, a fee computed at an annual rate of 1/4 of 1% on the $20
million committed facility and on the daily unused portion of the $100 million
discretionary facility is allocated among the participating funds and portfolios
at the end of each quarter. The Portfolio did not have any significant
borrowings or allocated fees under this agreement during the period.
The Portfolio has also entered into a revolving credit agreement, that will
allow the Portfolio to borrow an additional $245 million to support the issuance
of commercial paper and to permit the Portfolio to invest in accordance with its
investment practices. Interest is charged under the revolving credit agreement
at the bank's base rate or at an amount above either the bank's adjusted Libor
rate or adjusted certificate of deposit rate. Interest expense includes a
commitment fee of approximately $70,882 which is computed at the annual rate of
1/4 of 1% on the unused portion of the revovling credit agreement. There were no
borrowings under this agreement during the period. As of May 2, 1995, the
Portfolio had no commercial paper outstanding.
- -------------------------------------------------------------------------------
(5) FEDERAL INCOME TAX BASIS OF INVESTMENT SECURITIES
The cost and unrealized appreciation/depreciation in the value of investments
owned at May 2, 1995, as computed on a federal income tax basis, were as
follows:
Aggregate cost $753,938,366
Gross unrealized appreciation --
Gross unrealized depreciation 4,509,334
------------
Net unrealized depreciation $ 4,509,334
============
<PAGE>
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(1) FINANCIAL STATEMENTS:
Included in Part A --
Not applicable
Included in Part B --
Financial Statements for EV Classic Senior Floating-Rate Fund:
Statement of Assets and Liabilities as of May 2, 1995
(Unaudited)
Statement of Operations for the period from the start of
business, February 24, 1995 to May 2, 1995 (Unaudited)
Statement of Changes in Net Assets for the period from the start
of business,
February 24, 1995 to May 2, 1995 (Unaudited)
Financial Highlights for the period from the start of business,
February 24, 1995 to
May 2, 1995 (Unaudited)
Notes to Financial Statements (Unaudited)
Financial Statements for Senior Debt Portfolio:
Portfolio of Investments as of May 2, 1995 (Unaudited)
Statement of Assets and Liabilities as of May 2, 1995
(Unaudited)
Statement of Operations for the period from the start of
business, February 22, 1995 to May 2, 1995 (Unaudited)
Statement of Cash Flows for the period from the start of
business, February 22, 1995 to May 2, 1995 (Unaudited)
Statement of Changes in Net Assets for the period from the start
of business, February 22, 1995 to May 2, 1995 (Unaudited)
Supplementary Data for the period from the start of business,
February 22, 1995 to May 2, 1995 (Unaudited)
Notes to Financial Statements (Unaudited)
Statement of Assets and Liabilities as of October 25, 1994
(incorporated by reference)
Independent Auditors' Report (incorporated by reference)
(2) EXHIBITS:
(a) Amended and Restated Declaration of Trust dated December 7, 1994
filed with Pre- Effective Amendment No. 2 to the Registration
Statement under the Securities Act of 1933 (1933 Act File No.
33-67118) and Amendment No. 2 to the Registration Statement under
the Investment Company Act of 1940 (1940 Act File No. 811-07946)
filed with the Commission on December 16, 1994 (Amendment No. 2) and
incorporated herein by reference.
(b) Amended and Restated By-Laws filed with Amendment No. 2 and
incorporated herein by reference.
(c) Not applicable
(d) Not applicable
(e) Not applicable
(f) Not applicable
(g) Not applicable
<PAGE>
(h) (a) Distribution Agreement dated February 22, 1995 filed with the
Registration Statement under the Securities Act of 1933 (1933
Act File No. 33-59143) and Amendment No. 3 to the Registration
Statement under the Investment Company Act of 1940 (1940 Act
File No. 811-07946) filed with the Commission on May 5, 1995
("Amendment No. 3") and incorporated herein by reference.
(b) Selling Group Agreement filed with Amendment No. 2 and
incorporated herein by reference.
(c) Schedule of Dealer Discounts and Sales Charges filed with
Amendment No. 2 and incorporated herein by reference.
(i) Not applicable
(j) Form of Custodian Agreement filed with Amendment No. 2 and
incorporated herein by reference.
(k) (a) Administration Agreement dated February 22, 1995 filed with
Amendment No. 3 and incorporated herein by reference.
(b) Service Plan dated February 22, 1995 filed with Amendment No. 3
and incorporated herein by reference.
(l) Opinion and Consent of Counsel filed with Amendment No. 3 and
incorporated herein by reference.
(m) Consent of Independent Auditors filed herewith.
(n) Not applicable
(o) Not applicable
(p) Letter Agreement with Eaton Vance Management filed with Amendment
No. 2 and incorporated herein by reference.
(q) Not applicable
(r) Power of Attorney for EV Classic Senior Floating-Rate Fund filed
with Amendment No. 2 and incorporated herein by reference.
(s) Power of Attorney for Senior Debt Portfolio filed with Amendment No.
2 and incorporated herein by reference.
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 offering described in this Registration Statement:
Registration fees .......................................... $148,620.69
National Association of Securities Dealers, Inc. Fees ...... $ 30,500.00
Printing (other than stock certificates) ................... $ 1,500.00
Engraving and printing stock certificates .................. $ 0.00
Fees and expenses of qualification under state securities
laws (excluding fees of counsel) ......................... $ 5,000.00
Accounting fees and expenses ............................... $ 1,000.00
Legal fees and expenses .................................... $ 5,000.00
-----------
Total .............................................. $191,620.69
===========
<PAGE>
ITEM 27. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
None.
ITEM 28. NUMBER OF HOLDERS OF SECURITIES
(1) (2)
TITLE OF CLASS NUMBER OF RECORD HOLDERS
Shares of beneficial interest 1,712
as of
May 1, 1995
ITEM 29. INDEMNIFICATION
The Registrant's By-Laws filed in Amendment No. 2 contain provisions
limiting the liability, and providing for indemnification, of the Trustees and
officers under certain circumstances.
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.
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, 24 Federal Street,
Boston, MA 02111 and 89 South Street, Boston, MA 02111, and its transfer agent,
The Shareholder Services Group, Inc., 53 State Street, Boston, MA 02104, 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 The Bank of Nova Scotia 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.
<PAGE>
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
service plan 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
its 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 9th day of May, 1995.
EV CLASSIC SENIOR FLOATING-RATE FUND
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.
SIGNATURE TITLE DATE
- ---------------------------- ----- ----
Trustee, President and
/s/ JAMES B. HAWKES Principal Executive Officer May 9, 1995
- ----------------------------
JAMES B. HAWKES
Treasurer and Principal
Financial and Accounting
/s/ JAMES L. O'CONNOR Officer May 9, 1995
- ----------------------------
JAMES L. O'CONNOR
Trustee and Vice
/s/ M. DOZIER GARDNER President May 9, 1995
- ----------------------------
M. DOZIER GARDNER
DONALD R. DWIGHT* Trustee May 9, 1995
- ----------------------------
DONALD R. DWIGHT
SAMUEL L. HAYES, III* Trustee May 9, 1995
- ----------------------------
SAMUEL L. HAYES, III
NORTON H. REAMER* Trustee May 9, 1995
- ----------------------------
NORTON H. REAMER
JOHN L. THORNDIKE* Trustee May 9, 1995
- ----------------------------
JOHN L. THORNDIKE
JACK L. TREYNOR* Trustee May 9, 1995
- ----------------------------
JACK L. TREYNOR
*By: /s/ H. DAY BRIGHAM, JR.
- ----------------------------
H. DAY BRIGHAM, JR.
Attorney-in-fact
<PAGE>
SIGNATURES
Senior Debt Portfolio has duly caused this Amendment to the Registration
Statement on Form N-2 of EV Classic Senior Floating-Rate Fund to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Boston,
and Commonwealth of Massachusetts on the 9th day of May, 1995.
SENIOR DEBT PORTFOLIO
By /s/ JAMES B. HAWKES
---------------------------------
JAMES B. HAWKES, President
This Amendment to the Registration Statement on Form N-2 of EV Classic
Senior Floating-Rate Fund has been signed below by the following persons in the
capacities on the dates indicated.
SIGNATURE TITLE DATE
- ---------------------------- ----- ----
Trustee, President and
/s/ JAMES B. HAWKES Principal Executive Officer May 9, 1995
- ----------------------------
JAMES B. HAWKES
Treasurer and Principal
Financial and Accounting
/s/ JAMES L. O'CONNOR Officer May 9, 1995
- ----------------------------
JAMES L. O'CONNOR
DONALD R. DWIGHT* Trustee May 9, 1995
- ----------------------------
DONALD R. DWIGHT
/s/ M. DOZIER GARDNER Trustee May 9, 1995
- ----------------------------
M. DOZIER GARDNER
SAMUEL L. HAYES, III* Trustee May 9, 1995
- ----------------------------
SAMUEL L. HAYES, III
NORTON H. REAMER* Trustee May 9, 1995
- ----------------------------
NORTON H. REAMER
JOHN L. THORNDIKE* Trustee May 9, 1995
- ----------------------------
JOHN L. THORNDIKE
JACK L. TREYNOR* Trustee May 9, 1995
- ----------------------------
JACK L. TREYNOR
*By: /s/ JAMES B. HAWKES
- ----------------------------
JAMES B. HAWKES
As attorney-in-fact
<PAGE>
EXHIBIT INDEX
EXHIBITS DESCRIPTION PAGE
- -------- ----------- ----
(m) Consent of Independent Auditors
EXHIBIT (m)
INDEPENDENT AUDITORS' CONSENT
We consent to the use in Post-Effective Amendment No. 1 to the Registration
Statement (File No. 33-59143) of EV Classic Senior Floating-Rate Fund of our
report, dated October 26, 1994, relating to Senior Debt Portfolio, appearing in
the Statement of Additional Information, which is incorporated by reference in
this Registration Statement.
Deloitte & Touche LLP
Boston, Massachusetts
May 9, 1995
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000910409
<NAME> EV CLASSIC SENIOR FLOATING RATE FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> FEB-24-1995
<PERIOD-END> MAY-02-1995
<INVESTMENTS-AT-COST> 49731
<INVESTMENTS-AT-VALUE> 49673
<RECEIVABLES> 7457
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<CIK> 0000933188
<NAME> SENIOR DEBT PORTFOLIO
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