SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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EV Classic Senior Floating-Rate Fund
(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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EATON VANCE PRIME RATE RESERVES
EV CLASSIC SENIOR FLOATING-RATE FUND
24 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
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January ____, 1999
Dear Shareholder:
Special Meetings of the Shareholders of Eaton Vance Prime Rate Reserves and
EV Classic Senior Floating-Rate Fund (the "Funds"), are to be held at 10:00
a.m., Eastern Standard Time, on March 12, 1999 at the offices of the Funds, 24
Federal Street, Boston, Massachusetts 02110. Enclosed is a Proxy Statement
regarding the meeting, a proxy to allow you to vote, and a postage prepaid
envelope in which to return your proxy.
At the Special Meetings, action will be taken by each Fund's shareholders
to approve or disapprove a distribution plan. Approval of the proposal will NOT
alter total Fund expenses in any way, since the addition of a distribution fee
will be offset by the elimination of the current administration fee and the
reduction of the current advisory fee paid indirectly by each Fund. The proposal
is being made to conform each Fund's contractual and fee arrangements to reflect
accurately the use of such fees. In addition, the effect of the Plan may be to
reduce the operating expenses of the Funds and increase diversification of
investments over time, both of which would benefit shareholders. The enclosed
Proxy Statement describes the Proposal in detail. Please review the enclosed
materials, complete and return your proxy in the postage prepaid envelope
provided.
The Trustees of the Fund recommend that you vote IN FAVOR of the Proposal.
Every vote counts, so please return your proxy today in the postage prepaid
envelope provided for your convenience.
Should you have questions regarding the Proposal, please call (800)
225-6265 anytime between 9 a.m. and 5 p.m. Eastern Standard Time.
Sincerely,
James B. Hawkes
President
SHAREHOLDERS ARE URGED TO SIGN AND MAIL THE ENCLOSED PROXY IN THE ENCLOSED
POSTAGE PREPAID ENVELOPE SO AS TO ENSURE A QUORUM AT THE MEETING. THIS IS
IMPORTANT WHETHER YOU OWN A FEW SHARES OR MANY SHARES.
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EATON VANCE PRIME RATE RESERVES
EV CLASSIC SENIOR FLOATING-RATE FUND
NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS
TO BE HELD FRIDAY, MARCH 12, 1999
To Shareholders:
Please note that a Special Meeting of Shareholders of each of Eaton Vance
Prime Rate Reserves and EV Classic Senior Floating-Rate Fund has been called to
be held at the offices of the Funds, 24 Federal Street, Boston, Massachusetts
02110 on Friday, March 12, 1999 at 10:00 a.m., Eastern Standard Time, for the
following purposes:
(1) To approve or disapprove a Distribution Plan as described in the
accompanying Proxy Statement. A copy of the Plan is attached as
Exhibit A thereto.
(2) To consider and act upon such other matters as may properly come
before the Meeting or any adjournments thereof.
Shareholders of record at the close of business on January 15, 1999 are
entitled to vote at the meeting or any adjournments thereof.
By Order of the Trustees,
Alan R. Dynner
Secretary
January ____, 1999
IMPORTANT - WE URGE YOU TO SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT USING
THE ENCLOSED ADDRESSED ENVELOPE, WHICH REQUIRES NO POSTAGE AND IS INTENDED FOR
YOUR CONVENIENCE. YOUR PROMPT RETURN OF YOUR ENCLOSED PROXY WILL SAVE THE FUNDS
THE NECESSITY AND EXPENSE OF FURTHER SOLICITATIONS TO ENSURE A QUORUM AT THE
SPECIAL MEETINGS. IF YOU CAN ATTEND THE MEETING AND WISH TO VOTE YOUR SHARES IN
PERSON AT THAT TIME, YOU WILL BE ABLE TO DO SO.
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EATON VANCE PRIME RATE RESERVES
EV CLASSIC SENIOR FLOATING-RATE FUND
24 Federal Street
Boston, Massachusetts 02110
January _____, 1999
PROXY STATEMENT
A proxy is enclosed with the foregoing Notice of the Special Meetings of
Shareholders of Eaton Vance Prime Rate Reserves ("Prime Rate") and EV Classic
Senior Floating-Rate Fund ("EV Classic") (collectively the "Funds") to be held
on March 12, 1999 for the benefit of shareholders who do not expect to be
present at the meeting. This proxy is solicited on behalf of the Board of
Trustees of each Fund. This proxy material is being mailed to shareholders on or
about January ____, 1999.
The Boards of Trustees of the Funds know of no business other than that
mentioned in the Notice of the Meetings which will be presented for
consideration. If any other matters are properly presented, it is the intention
of the persons named as attorneys in the enclosed proxy to vote the proxies in
accordance with their judgment.
Although the items for consideration of each Fund's shareholders are set
forth jointly in this combined proxy statement, the shareholders of each Fund
will vote separately at their Fund's meeting.
PROPOSAL: TO APPROVE OR DISAPPROVE A DISTRIBUTION PLAN
This proposal would implement a Distribution Plan for each Fund (each a
"Plan", together the "Plans"). The Plans will NOT increase total Fund or
shareholder expenses.
On December 21, 1998, the Trustees of each Fund approved a Plan in the form
attached as Exhibit A to this proxy statement. Each Plan provides for payment of
distribution expenses connected to the sale of Fund shares out of Fund assets.
Pursuant to each Plan, the amount of the distribution fee is .70% of average
daily net assets of the Fund per annum. The fee will be paid to Eaton Vance
Distributors, Inc. ("EVD"), each Fund's principal underwriter, as compensation
for distribution expenses and services it provides to the Funds.
The Trustees of each Fund, including all of the Independent Trustees (those
Trustees who are not interested persons of a Fund and have no direct or indirect
financial interest in the operation of a Plan or in any agreements related to a
Plan), voted to approve each Plan and recommend shareholders also vote to
approve the Plans. By having distribution expenses borne by the Funds, the Plans
would better reflect the economic arrangements of the Funds. A revised fee
structure may also reduce operating expenses of the Funds and reduce investment
risk, as discussed below.
REGULATORY BACKGROUND. Each Fund is registered as a "closed-end" fund under
the Investment Company Act of 1940, as amended (the "1940 Act") because its
assets are illiquid, thereby making daily redemptions impracticable. As a
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result, shareholders obtain liquidity by selling Fund shares only through
quarterly repurchase offers. If the Funds held liquid assets sufficient to make
daily redemptions, they could be registered under the 1940 Act as "open-end"
funds (in which case, because their assets are managed, they would be called
"mutual funds"). Open-end mutual funds are permitted by Rule 12b-1 under the
1940 Act to finance distribution of their shares from fund assets. No such rule
exists for closed-end funds.
In 1998, however, the Securities and Exchange Commission ("Commission") has
issued exemptive orders to certain closed-end funds similar to the Funds to
permit those funds to implement distribution plans on terms comparable to Rule
12b-1 plans. The Funds have each applied for such an order and if they receive
it would be able to implement the Plans with shareholder consent. The Plans will
not be implemented unless the Funds receive such an order from the Commission.
CHANGES TO FEE STRUCTURE. To ensure that Fund and shareholder expenses
remain the same if the Plan is implemented, fees of an equivalent (or greater)
amount currently paid directly and indirectly by the Funds will be reduced.
Each Fund invests all of its assets in Senior Debt Portfolio (the
"Portfolio"), a closed-end fund separately registered under the 1940 Act. The
Portfolio, which has the same investment objective and policies as the Funds,
purchases and sells bank loans and all other assets for the benefit of the
Funds. This structure is commonly referred to as a "master-feeder" structure.
Because all investable Fund assets are held by the Portfolio, the Portfolio
has engaged an investment adviser. Boston Management and Research ("BMR")
located at 24 Federal Street, Boston, MA 02110, a wholly-owned subsidiary of
Eaton Vance Management located at 24 Federal Street, Boston, MA 02110, is the
investment adviser of the Portfolio. BMR and the Trustees of the Portfolio have
agreed to a contractual waiver of a portion of the Portfolio's advisory fee
(0.45% of gross assets), which is paid indirectly by each Fund, and Eaton Vance
Management ("EVM") and the Trustees of each Fund have agreed to a contractual
waiver of each Fund's administration fee (0.25% of gross assets) so as to
completely offset the distribution fee (0.70% of Fund net assets) pursuant to
the Plan, so long as the distribution fee is paid by such Fund. (When the
Portfolio borrows for investment purposes it pays an advisory fee and
administration fee on such borrowed amounts, so the proposed fee changes will
actually reduce overall fees paid by the Funds to the Eaton Vance organization
when such borrowings exist.) The contractual waiver by BMR of the portion of
Portfolio's investment advisory fee and the contractual waiver by EVM of each
Fund's administration fees will not be implemented unless the Plans are approved
by the shareholders of both Funds.
Because each Fund's administration fees and the Portfolio's advisory fees
would together be reduced by an equal or greater amount as the proposed
distribution fees paid under each Plan, there will be no net increase in the
total fees borne by Fund shareholders. The following table contains a comparison
of the investment advisory fees, distribution fees, other expenses and total
fund operating expenses that shareholders of each Fund bear under the existing
fee structure with the fees and expenses such shareholders would bear if they
approve the Plans and the Plans are implemented:
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<TABLE>
SHAREHOLDER AND FUND EXPENSES
SHAREHOLDER TRANSACTION EXPENSES FOR BOTH FUNDS PRIME RATE EV CLASSIC
---------- ----------
<S> <C> <C>
Sales Load (as a percentage of offering price) None None
Dividend Reinvestment Fees None None
Maximum Early Withdrawal Charge 3% 1%
</TABLE>
<TABLE>
ANNUAL FUND AND ALLOCATED PORTFOLIO OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS)
Investment Total
Adviser Distribution Other Operating
Fees Fees Expenses Expenses
---- ---- -------- --------
<S> <C> <C> <C> <C>
Prime Rate
WITHOUT Distribution Plan .89% .00% .43% 1.32%
WITH Distribution Plan1 .44% .70% .18% 1.32%
EV Classic
WITHOUT Distribution Plan .89% .00% .58% 1.47%
WITH Distribution Plan1 .44% .70% .33% 1.47%
</TABLE>
1 Includes the reduction of each Portfolio's advisory fee by .45% of the
Portfolio's gross assets and the elimination of each Fund's administration
fee.
EXAMPLES
An investor would pay the following expenses and, the applicable early
withdrawal charge on a $1,000 investment, assuming (a) 5% annual return and (b)
redemption at the end of each period (and, no redemption):
<TABLE>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
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<S> <C> <C> <C> <C>
Prime Rate (no redemption)
WITHOUT Distribution Plan $13 $42 $72 $159
WITH Distribution Plan $13 $42 $72 $159
Prime Rate
WITHOUT Distribution Plan $43 $62 $72 $159
WITH Distribution Plan $43 $62 $72 $159
EV Classic (no redemption)
WITHOUT Distribution Plan $25 $46 $80 $176
WITH Distribution Plan $25 $46 $80 $176
EV Classic
WITHOUT Distribution Plan $35 $46 $80 $176
WITH Distribution Plan $35 $46 $80 $176
</TABLE>
NOTES: The table and Examples summarize the aggregate expenses of each Fund and
are designed to help investors understand the costs and expenses they will bear,
directly or indirectly, by investing in a Fund. Information is based on expenses
for the most recent fiscal year of each Fund. Investment advisory and
administration fees are based on daily gross assets of the Portfolio, which were
approximately the same as its average daily net assets for the fiscal year ended
December 31, 1997.
THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. Federal
regulations require the Examples to assume a 5% annual return, but actual annual
return will vary.
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DESCRIPTION OF THE PLAN. The Plan, which is attached as Exhibit A to this
proxy statement, provides that Eaton Vance Distributors, Inc. shall be
responsible for the payment of sales commissions on each sale of a Fund's shares
to the selling retail broker. In addition, EVD pays additional amounts on shares
outstanding after 12 months to such selling retail broker. EVD also pays other
distribution related expenses, such as the development and printing of sales
literature. In return, EVD receives a distribution fee of .70% of average daily
net assets of a Fund per annum, plus any early withdrawal charges paid by
shareholders tendering their shares in a repurchase offer.
The provisions of the Plans conform to the requirements of Rule 12b-1 as if
such Rule were applicable. Therefore, each Plan is subject to annual approval by
the Trustees of a Fund, including the Independent Trustees. Moreover, the
Trustees must review a written report of the amounts expended under the Plan and
the purposes of the expenditures by EVD at least quarterly. Shareholder approval
is required for all amendments to the Plan that would increase materially the
amounts paid under the Plan. Each Plan is terminable at any time by the vote of
a majority of the Independent Trustees or by a majority of the holders of the
outstanding shares of that Fund. Finally, while the Plans are in effect, the
selection and nomination of the Independent Trustees shall be committed to the
discretion of the then current Independent Trustees.
The Trustees, including the Independent Trustees of each Fund, determined
that there is a reasonable likelihood that the Plan will benefit the Fund and
its shareholders. In making this determination the Trustees considered a variety
of factors, including the need for continued inflows of capital to mitigate the
effects of quarterly repurchase offers.
INFORMATION ABOUT THE DISTRIBUTOR. Eaton Vance Distributors, Inc. is a
broker-dealer registered with the Commission. EVD's business is to distribute
shares of Eaton Vance sponsored investment companies on a continuous basis. EVD
is wholly-owned by Eaton Vance Management.
Eaton Vance Management, its affiliates and predecessor companies have been
managing assets of individuals and institutions since 1924 and of investment
companies since 1931. EVM manages assets of over $30 billion. EVM is a
wholly-owned subsidiary of Eaton Vance Corp. ("EVC"), a holding company with
publicly-traded stock. EVC, through its subsidiaries and affiliates, engages in
investment management, administration and marketing activities.
EVD will use payments received pursuant to each Plan to engage in
activities primarily intended to result in the sale of shares of the Fund
adopting the Plan. Such activities include advertising, compensation of retail
broker-dealers, the printing and mailing of prospectuses and sales literature to
prospective investors, the maintenance of Fund information on the internet, the
staffing of a national sales force, the provision of telephone support to retail
brokers, training of sales personnel and maintenance of appropriate
registrations of EVD's personnel.
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ADVANTAGES OF THE PLAN. Implementation of the Plan would better reflect the
economic arrangements of each Fund and may reduce operating expenses of the Fund
over time.
Currently, the Funds have no distribution fees. EVD bears the cost of
distribution from its own resources, which includes the legitimate profits of
BMR in serving as investment adviser to the Portfolio. By setting a distribution
fee of a fixed amount, eliminating the administration fee of the Fund and
reducing the advisory fee of the Portfolio indirectly borne by the Fund, the
Fund will be structured similar to an open-end mutual fund.
In addition, because the advisory fee of the Portfolio will be lower,
additional feeder funds may be willing to invest in the Portfolio, which would
add to the assets of the Portfolio. As Portfolio assets grow, the average
advisory fee decreases because of certain fee breakpoints. The proposed
investment advisory fee will be .50% of average daily gross assets up to and
including $1 billion, .45% of average daily gross assets in excess of $1 billion
up to and including $2 billion, and .40% of average daily gross assets in excess
of $2 billion in each case giving effect to the waiver by BMR if the Plans are
approved and implemented. Because Portfolio assets currently exceed $2 billion,
additional assets will render the average fee closer to .40% than .50%. While a
larger Portfolio increases fees paid to BMR, it may also provide certain
economies of scale to the Funds by reducing their pro rata share of certain
fixed costs. For example, the cost of Portfolio audit services is generally a
fixed fee which does not increase in direct proportion to asset size, so each
Fund would bear less of the fee.
Moreover, increased assets are likely to lead to a more diversified
Portfolio of assets, which reduces investment risk. Diversification is
particularly important when investing in bank loans, because they trade in large
denominations and credit exposure to any one issuer can be minimized by holding
a much larger number of bank loans of different issuers.
ANCILLARY ACCOUNTING IMPACT ON EATON VANCE. Eaton Vance Corp. non-voting
common shares trade on the New York Stock Exchange. A recent accounting change
requires EVC to expense sales commissions paid to retail broker-dealers
immediately. Formerly, these commissions were capitalized and amortized over
five years. The accounting change does not apply to mutual fund sales, however,
if the mutual fund has a Rule 12b-1 distribution plan. Similarly, the accounting
change may not apply to sales of the Funds if they adopt distribution plans,
such as the Plans, equivalent to Rule 12b-1 plans. In that case, EVC may be able
to account for sales commission expenses in a uniform manner for its sales of
Fund shares if the Plans are adopted. This potential accounting impact was fully
disclosed to the Trustees of the Funds, including the Independent Trustees.
CONCLUSION. For the foregoing reasons, management of the Funds recommends
that shareholders approve the Plans.
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THE TRUSTEES OF EACH FUND, INCLUDING THE INDEPENDENT TRUSTEES,
RECOMMEND APPROVAL OF THE DISTRIBUTION PLANS.
NOTICE TO BANKS AND BROKER/DEALERS
Each Fund has previously solicited all Nominee and Broker/Dealer accounts
as to the number of additional proxy statements required to supply owners of
shares. Should additional proxy material be required for beneficial owners,
please forward such requests to: First Data Investor Services Group, Eaton Vance
Group of Funds, Proxy Department, P.O. Box 9122, Hingham, MA 02043-9717.
VOTING INFORMATION
Proxies from the shareholders of the Funds are being solicited by their
Board of Trustees for the Special Meetings of Shareholders and any adjournments
thereof (the "Special Meetings"). The Special Meetings are scheduled to be held
at the offices of the Funds, 24 Federal Street, Boston, Massachusetts on March
12, 1999 at 10:00 a.m.
Any person giving a proxy may revoke it at any time prior to its use. A
shareholder of record may revoke a proxy at any time before it has been
exercised by filing a written revocation with the Funds at the address set forth
above; by filing a duly executed proxy bearing a later date; or by appearing in
person, notifying the Secretary and voting by ballot at the Special Meeting. A
written proxy may be delivered to a Fund or its transfer agent prior to the
meeting by facsimile machine, graphic communication equipment or similar
electronic equipment. Any shareholder of record as of the record date attending
a Special Meeting may vote in person whether or not a proxy has been previously
given, but the presence (without further action) of a shareholder at a Special
Meeting will not constitute revocation of a previously given proxy. The enclosed
form of proxy, if properly executed and received by the Board of Trustees in
time for voting and not so revoked, will be voted in accordance with the
instructions noted thereon. If no instructions are given, the proxy will be
voted FOR approval of the Distribution Plan, and, at the discretion of the proxy
holders, on any other matters that may properly come before the Special Meeting.
The affirmative vote of the holders of a majority of the outstanding shares
of a Fund as defined in the 1940 Act is required to approve its Plan. Such
"majority" vote is the vote of the holders of the lesser of (a) 67% or more of
the shares present or represented by proxy at the Special Meeting, if the
holders of more than 50% of the outstanding shares are present or represented by
proxy, or (b) 50% of the outstanding shares of the Fund.
If the shareholders of either Fund do not vote to approve the proposal and
adopt the Plan, the Funds will continue to operate with their current expense
structures. In addition, BMR will not waive the portion of its advisory fees
with the Portfolio and EVM will not waive its administration fee with the Funds
described above.
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For purposes of determining the presence of a quorum for transacting
business at each Special Meeting and for determining whether sufficient votes
have been received for approval of the proposal to be acted upon abstentions and
broker "non-votes" (that is, proxies from brokers or nominees indicating that
such persons have not received instructions from the beneficial owner or other
persons entitled to vote shares on a particular matter with respect to which the
brokers or nominees do not have discretionary power) will be treated as shares
that are present at the Special Meeting and entitled to vote on the matter, but
which have not been voted. For this reason, abstentions and broker non-votes
will assist each Fund in obtaining a quorum; both have the practical effect of a
"no" vote for purposes of obtaining the requisite vote for approval of the
proposal to be acted upon at a Special Meeting.
Legal fees and the costs of soliciting proxies (comprised of printing and
postage expenses) estimated at $______ per Fund will be borne by the Funds. The
Board of Trustees of each Fund expects to make this solicitation primarily by
mail. Additional solicitations may be made, without remuneration, personally or
by telephone by officers or employees of Eaton Vance or its affiliates, or for
remuneration by First Data Investor Services (the Funds' transfer agent) which
are estimated to be less than $10,000 per Fund.
Shareholders of record at the close of business on January 15, 1999 (the
"record date") will be entitled to vote at the Special Meetings. The holders of
a majority of the shares of a Fund outstanding at the close of business on the
record date present in person or represented by proxy will constitute a quorum
for the meeting. In the event a quorum is not present at a Special Meeting or in
the event a quorum is present at the Meeting but sufficient votes to approve the
Distribution Plan are not received, the persons named as proxies may propose one
or more adjournments of the Meeting to permit further solicitation of proxies,
provided they determine such an adjournment and additional solicitation is
reasonable and in the interest of shareholders based on a consideration of all
relevant factors, including the percentage of votes then cast, the percentage of
negative votes then cast, the nature of the proposed solicitation activities and
the nature of the reasons for such further solicitation.
Shareholders are entitled to the number of votes equal to the number of
shares held by such shareholder. As of January ____, 1998, there were ________
and _________ issued and outstanding shares of beneficial interest of Prime Rate
and EV Classic, respectively. To the knowledge of each Fund, no shareholder owns
beneficially more than 5% of its outstanding shares. As of January ____, 1998,
the Trustees and officers of each Fund as a group beneficially owned less than
1% of the shares of that Fund.
Shareholders wishing to submit proposals for inclusion in a proxy statement
for a subsequent shareholders' meeting should send their written proposals to:
Secretary, [name of Fund], 24 Federal Street, Boston, MA 02110. Proposals must
be received in advance of a proxy solicitation to be included and the mere
submission of a proposal does not guarantee inclusion in the proxy statement
because certain Federal securities law rules must be complied with.
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EACH FUND WILL FURNISH, WITHOUT CHARGE A COPY OF THE FUND'S MOST RECENT
ANNUAL AND SEMI-ANNUAL REPORTS TO ANY SHAREHOLDER UPON REQUEST. SHAREHOLDERS
DESIRING TO OBTAIN A COPY OF SUCH REPORTS SHOULD DIRECT ALL WRITTEN REQUESTS TO:
ALAN R. DYNNER, SECRETARY, 24 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110, OR
SHOULD CALL EATON VANCE SHAREHOLDER SERVICES AT 1-800-225-6265.
EATON VANCE PRIME RATE RESERVES
EV CLASSIC SENIOR FLOATING-RATE FUND
January ____, 1999
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EXHIBIT A
DISTRIBUTION PLAN
WHEREAS, the Fund engages in business as a continuously offered closed-end
management investment company and is registered as such under the Investment
Company Act of 1940, as amended (the "Act");
WHEREAS, the Fund desires to adopt a Distribution Plan;
WHEREAS, the Fund employs Eaton Vance Distributors, Inc. to act as
Principal Underwriter (as defined in the Act) of shares of the Fund; and
WHEREAS, the Trustees of the Fund have determined that there is a
reasonable likelihood that adoption of this Distribution Plan will benefit the
Fund and its shareholders.
NOW, THEREFORE, the Fund hereby adopts this Distribution Plan (this "Plan")
containing the following terms and conditions:
1. The Principal Underwriter will provide the Fund with such distribution
services and facilities as the Trust may from time to time consider necessary to
accomplish the sale of shares of the Fund. It is understood that the Principal
Underwriter may pay sales commissions and make such other payments to
broker-dealer firms and other persons as it considers appropriate to encourage
distribution of such shares.
2. The Fund shall accrue daily an amount calculated at the rate of .70% per
annum of the daily net assets of the Fund, which net assets shall be computed in
accordance with the governing documents of the Trust and applicable votes and
determinations of the Trustees of the Trust. The daily amounts so accrued
throughout the month shall be paid to the Principal Underwriter on the last day
of each month; provided, however, no fee shall be paid which would exceed the
sales charge rule of the National Association of Securities Dealers, Inc. as if
such rule where applicable.
3. The Principal Underwriter shall be entitled to receive all early
withdrawal charges paid by shareholders in connection with the repurchase of
their shares.
4. This Plan shall not take effect until after it has been approved by both
a majority of (i) those Trustees of the Fund who are not "interested persons" of
the Fund (as defined in the Act) and have no direct or indirect financial
interest in the operations of this Plan or any agreements related to it (the
"Plan Trustees") and (ii) all of the Trustees then in office, cast in person at
a meeting (or meetings) called for the purpose of voting on this Plan. Any
agreements between the Fund and any person relating to this Plan shall be in
writing and shall not take effect until approved in the same manner.
5. This Plan shall continue in effect for so long as such continuance is
specifically approved at least annually in the manner provided for Trustee
approval of this Plan in Section 4.
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6. The persons authorized to direct the disposition of monies paid or
payable by the Fund pursuant to this Plan or any related agreement made by the
Fund shall be the President or Treasurer of the Fund. Such persons shall provide
to the Trustees of the Fund and the Trustees shall review, at least quarterly, a
written report of the amounts so expended and the purposes for which such
expenditures were made.
7. This Plan may be terminated at any time by vote of a majority of the
Plan Trustees, by vote of a majority of the outstanding voting securities of the
Fund or by written notice from the Principal Underwriter. The Principal
Underwriter shall also be entitled to receive all early withdrawal charges paid
or payable with respect to any day subsequent to termination of this Plan.
8. This Plan may not be amended to increase materially the payments to be
made by the Fund as provided in Sections 2 unless such amendment, if required by
law, is approved by a vote of at least a majority of the outstanding voting
securities of the Fund. In addition, all material amendments to this Plan shall
be approved in the manner provided for in Section 4.
9. While this Plan is in effect, the selection and nomination of the Plan
Trustees shall be committed to the discretion of the Plan Trustees.
10. The Fund shall preserve copies of this Plan and any related agreements
made by the Fund and all reports made pursuant to Section 6, for a period of not
less than six years from the date of this Plan, or of the agreements or of such
report, as the case may be, the first two years in an easily accessible place.
11. Consistent with the limitation of shareholder, officer and Trustee
liability as set forth in the Fund's Declaration of Trust, any obligations
assumed by the Fund pursuant to this Plan shall be limited in all cases to the
assets of the Fund and no person shall seek satisfaction thereof from the
shareholders, officers or Trustees of the Fund.
12. When used in this Plan, the term "vote of a majority of the outstanding
voting securities of the Fund" shall mean the vote of the lesser of (a) 67 per
centum or more of the shares of the Fund present or represented by proxy at the
meeting if the holders of more than 50 per centum of the outstanding shares of
the Fund are present or represented by proxy at the meeting, or (b) more than 50
per centum of the outstanding shares of the Fund.
13. If any provision of this Plan shall be held or made invalid by a court
decision, statute, rule or regulation of the Securities and Exchange Commission
or otherwise, the remainder of this Plan shall not be affected thereby.
ADOPTED DECEMBER 21, 1998
* * *
<PAGE>
EV CLASSIC SENIOR FLOATING-RATE FUND
PROXY
This Proxy Is Solicited on Behalf of the Board Of Trustees
The undersigned, revoking all previous proxies for his or her shares, hereby
acknowledges receipt of the notice of meeting and proxy statement dated January
____, 1999, and appoints Alan R. Dynner and Eric G. Woodbury, and each of them
as proxies, with power of substitution, to vote all shares of EV Classic Senior
Floating-Rate Fund (the "Fund"), which the undersigned is entitled to vote at
the special meeting of the shareholders of the Fund to be held at the offices of
the Fund, 24 Federal Street, Boston, Massachusetts, on March 12, 1999 at 10:00
a.m. local time, including any adjournments thereof, upon such business as may
be properly brought before the meeting and specifically upon the proposal set
out on the back of this Proxy.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED SHAREHOLDER. IF NO SPECIFICATION IS MADE, THE PROXY WILL BE
VOTED FOR APPROVAL OF THE DISTRIBUTION PLAN. AS TO ANY OTHER MATTERS, SAID
PROXIES SHALL VOTE IN ACCORDANCE WITH THEIR BEST JUDGMENT.
(Please mark and sign on reverse side and return promptly in the
enclosed envelope.)
- --------------------------------------------------------------------------------
Please vote by filling in the appropriate box below.
(1) To approve or disapprove a Distribution Plan as described in the
accompanying proxy statement.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
Dated __________________________________, 1999
________________________________________
________________________________________
Signature(s)
________________________________________
Signature(s)
(Sign exactly as name appears hereon)
IMPORTANT-PLEASE READ
If more than one owner, each must sign. If the signer is a
corporation, please sign full corporate name by duly
authorized officer. Executors, administrators, trustees,
guardians, custodians, attorneys-in-fact, etc., should so
indicate when signing.
