As filed with the Securities and Exchange Commission on June 16, 2000
1933 Act File No. 333-32262
1940 Act File No. 811-07946
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 [x]
PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. 1 [x]
AND/OR
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [x]
AMENDMENT NO. 15 [x]
(CHECK APPROPRIATE BOX OR BOXES)
EV CLASSIC SENIOR FLOATING-RATE FUND
------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
THE EATON VANCE BUILDING, 255 STATE STREET, BOSTON, MASSACHUSETTS 02109
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (617) 482-8260
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ALAN R. DYNNER
THE EATON VANCE BUILDING, 255 STATE STREET, BOSTON, MASSACHUSETTS 02109
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(NAME AND ADDRESS OF AGENT FOR SERVICE)
If any of the securities being registered on this Form will be offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities Act of
1933, other than securities offered in connection with a dividend reinvestment
plan, check the following box. [x]
It is proposed that this filing will become effective (check appropriate box):
[ ] when delcared effective pursuant to section 8(c)
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[x] 60 days after filing pursuant to paragraph (a)
[ ] on (date) pursuant to paragraph (a)
If appropriate, check the following box:
[ ] This [post effective] amendment designates a new effective date for a
previously filed [post-effective amendment] [registration statement].
[ ] This form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act and the Securities Act
registration statement number of the earlier effective registration
statement for the same offering is
Senior Debt Portfolio has also executed this Registration Statement.
<PAGE>
The purpose of this filing is to provide information about the election of
the Registrant to adopt the multiple class structure in accordance with the
Investment Company Act of 1940 and an exemptive order expected to be issued by
the Securities and Exchange Commission. This information is set forth in a
supplement to the prospectus and a supplement to the statement of additional
information. The prospectus and statement of additional information were filed
electronically with the Commission in a Registration Statement on Form N-2 on
March 13, 2000 (Accession No. 0000950156-00-000169) and are incorporated by
reference herein.
C-1
<PAGE>
EV CLASSIC SENIOR FLOATING-RATE FUND
CROSS REFERENCE SHEET
ITEMS REQUIRED BY FORM N-2
--------------------------
<TABLE>
PART A
ITEM NO. ITEM CAPTION PROSPECTUS CAPTION
-------- ------------ ------------------
<S> <C> <C>
1. Outside Front Cover Cover Page
2. Inside Front and Outside Back Cover Page Cover Pages
3. Fee Table and Synopsis Shareholder and Fund Expenses
4. Financial Highlights Financial Highlights
5. Plan of Distribution Purchasing Shares; Shareholder Account Features;
Sales Charges
6. Selling Shareholders Not Applicable
7. Use of Proceeds Purchasing Shares; Investment Objective, Policies
and Risks
8. General Description of the Registrant Organization of the Fund; Investment Objective,
Policies and Risks
9. Management Management of the Fund; Organization of the Fund
10. Capital Stock, Long-Term Debt, and Other Organization of the Fund; Distributions and Taxes;
Securities Shareholder Account Features
11. Defaults and Arrears on Senior Securities Not Applicable
12. Legal Proceedings Not Applicable
13. Table of Contents of the Statement of Table of Contents of the Statement of Additional
Additional Information Information
Part B Statement of
Item No. Item Caption Additional Information Caption
-------- ------------ ------------------------------
14. Cover Page Cover Page
15. Table of Contents Table of Contents
16. General Information and History Management and Organization
17. Investment Objective and Policies Investment Policies and Risks; Investment
Restrictions
18. Management Management and Organization; Investment
Advisory and Other Services
19. Control Persons and Principal Holders of Control Persons and Principal Holders of Shares
Securities
20 Investment Advisory and Other Services Investment Advisory and Other Services
21. Brokerage Allocation and Other Practices Portfolio Trading
22. Tax Status Taxes
23. Financial Statements Financial Statements
</TABLE>
C-2
<PAGE>
Eaton Vance Senior Floating-Rate Fund Class C
Eaton Vance Classic Senior Floating-Rate Fund Original Class
Supplement to Prospectus
of EV Classic Senior Floating-Rate Fund
dated
March 15, 2000
Eaton Vance Senior Floating-Rate Fund Class C ("Class C") and Eaton Vance
Classic Senior Floating-Rate Fund Original Class ("Original Class") are classes
of Eaton Vance Classic Senior Floating-Rate Fund (the "Fund"), formerly named EV
Classic Senior Floating-Rate Fund.
The Fund now has two classes of shares - Original Class and Class C. Class
C shares are offered for sale with the fees and expenses described below. The
Original Class consists of all outstanding shares of EV Classic Senior
Floating-Rate Fund as of ______________, 2000. The Original Class is offered
only to existing shareholders.
1. The following replaces the information under "Shareholder and Fund Expenses"
on page 3 of the prospectus:
Fees and Expenses. These tables describe the fees and expenses that you may pay
if you buy and hold shares.
<TABLE>
<CAPTION>
Shareholder Fees (fees paid directly from your investment) Original Class Class C
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Maximum Sales Charge (Load) (as a percentage of offering price) None None
Dividend Reinvestment Fees None None
Early Withdrawal Charge Imposed on Repurchase of Entire Account During the First Year
(as a percentage of repurchase proceeds exclusive of all reinvestments and capital
appreciation in the account) 1.00% 1.00%
</TABLE>
<TABLE>
<CAPTION>
Annual Fund Operating Expenses (expenses that are deducted from Fund assets) Original Class Class C
---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Investment Advisory Fee (after fee waiver) 0.42% 0.42%
Distribution Fee 0.70% 0.75%
Other Expenses* (after administration fee waiver) 0.26% 0.36%
Total Annual Fund Operating Expenses (after fee waivers) 1.38% 1.53%
</TABLE>
*Other Expenses for EV Classic includes a service fee of 0.15% and Class C
includes a service fee of 0.25%.
Notes: The Fund invests exclusively in Senior Debt Portfolio (the "Portfolio").
See "Organization of the Fund". The table and Example summarize the aggregate
expenses of the Fund and the Portfolio and are designed to help investors
understand the costs and expenses they will bear, directly or indirectly, by
investing in the Fund. Information for the Fund is based on its expenses for the
most recent fiscal year when only the Original Class existed as a separate fund,
adjusted for a revised advisory fee waiver, complete waiver of administration
fees and addition of a distribution fee to that Class. If the distribution fee
of the Original Class were eliminated, the investment advisory fee and
administration fee waivers would be reduced by the same aggregate amount, and
adjustments would be made to fees of the other Class so that total expenses to
shareholders would remain the same. It is possible that the Trustees of the Fund
or Portfolio could reduce or eliminate these waivers even if the distribution
fee remained the same, which would increase Fund expenses. If no fee waivers
existed, the Investment Advisory Fee would be 0.95%, the Administration Fee
would be 0.25% and Total Annual Fund Operating Expenses would be approximately
2.16% and 2.31% for the Original Class and Class C, respectively. Only the
Independent Trustees of the Fund and Portfolio can reduce or eliminate fee
waivers. See "Management of the Fund".
<PAGE>
Example. This Example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other investment companies. The Example
assumes that you invest $1,000 in the Fund for the time periods indicated and
then have all of your shares repurchased at the end of those periods. The
Example also assumes that your investment has a 5% return each year and that the
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:
1 Year 3 Years 5 Years 10 Years
-------------------------------------------------------------------------------
Original Class shares $24 $44 $76 $166
Class C shares $26 $48 $83 $182
You would pay the following expenses if you did not have your shares
repurchased.
1 Year 3 Years 5 Years 10 Years
-------------------------------------------------------------------------------
Original Class shares $14 $44 $76 $166
Class C shares $16 $48 $83 $182
2. The following supplements the information under "Performance Information"
on page 5 of the prospectus:
The performance information in the prospectus is for the Original
Class of shares. Based upon estimated expenses, the performance of the
Class C shares will be slightly lower than the Original Class.
3. The following supplements the information under "Special Investment
Practices - Securities Lending" on page 11 of the prospectus:
If permitted by an exemptive order of the Securities and Exchange
Commission, the Portfolio may also lend cash to investment companies
advised by the Eaton Vance organization if the return is higher than
other short-term investment options.
4. The following sentences are added to the first paragraph under
"Organization of the Fund" on page 11 of the prospectus:
The Fund offers multiple classes of shares. Each Class represents a
pro rata interest in the Fund, but is subject to different expenses
and rights.
5. The following supplements the information under "Purchasing Shares" on page
14 of the prospectus:
Please include the name of the Class of shares with each investment.
6. The following language replaces the first two paragraphs under "Sales
Charges" on page 14 of the prospectus:
Shareholders pay no sales load when purchasing shares of the Original
Class or Class C shares. The principal underwriter compensates the
investment dealers at the rate of .75% of the dollar amount of the
Original Class shares being purchased, consisting of .60% of sales
commission and .15% of service fee (for the first year's services).
The principal underwriter compensates investment dealers at the rate
of 1.00% of the dollar amount of the Class C shares being purchased,
consisting of .75% of sales commission and .25% of service fee (for
the first years services). No compensation is paid for exchanges from
another Eaton Vance fund, and exchanges will be refused if shares in
such other fund (and any prior Eaton Vance funds) have been held for
less than 30 days.
If the Original Class shares remain outstanding for at least one year,
the principal underwriter will compensate the investment dealers at an
annual rate, paid monthly, equal to .60% of the value of such shares
sold by such investment dealers and remaining outstanding. If the
Class C shares remain outstanding for at least one year, the principal
underwriter will compensate the investment dealers at an annual rate,
paid monthly, equal to .75% of the value of such shares sold by such
<PAGE>
investment dealers and remaining outstanding. All compensation paid to
investment dealers will be made from BMR's, the principal
underwriter's and EVM's own assets, which may include amounts received
by the principal underwriter as early withdrawal charges, distribution
fees or service fees, amounts received by BMR under its Advisory
Agreement with the Portfolio and amounts received by Eaton Vance under
its Administration Agreement with the Fund. The compensation paid to
investment dealers and the principal underwriter is subject to
applicable limitations imposed by the National Association of
Securities Dealers, Inc. ("NASD").
7. The following language is added to the "Early Withdrawal Charge" section
under "Sales Charges" on page 14 of the prospectus:
No early withdrawal charge will be imposed on shares where the shares
purchased an maintained in an account exceed $5 million; in such cases
investment dealers will receive compensation from the principal
underwriter in monthly payments during the first year. Additional
purchases will be treated similarly.
8. The following language replaces the paragraphs entitled "Distribution Plan"
and "Service Plan" under "Sales Charges" on page 16 of the prospectus:
Distribution Plan. Shares of the Original Class and Class C shares
have in effect a plan that allows the Fund to pay distribution fees
for the sale and distribution of shares. The Original Class pays
distribution fees of 0.70% of average daily net assets annually. Class
C pays distribution fees of 0.75% of average daily net assets
annually. In addition, the Fund pays service fees on Original Class
and Class C shares for personal services and/or the maintenance of
shareholder accounts to the principal underwriter, investment dealers
and other persons in amounts not exceeding .15% of average daily net
assets of the Original Class and .25% of average daily net assets of
the Class C shares for each fiscal year. All such payments are limited
by the sales charge rule of the National Association of Securities
Dealers, Inc. as if such rule were applicable.
9. The following supplements the information under "Repurchase Offers" on page
15 of the prospectus:
Repurchase Offers will be made to all Classes of the Fund on a
quarterly basis. Shareholders of each Class have the same repurchase
offer rights. If a shareholder holds both Original Class and Class C
shares, the shareholder will need to specify the Class the shareholder
wishes to have repurchased.
10. The following supplements the information in "Tax-Sheltered Retirement
Plans" under "Shareholder Account Features" on page 16 of the prospectus:
Class C shares held by group retirement plans may be eligible to
participate in a repurchase program sponsored by the principal
underwriter pending receipt of regulatory approvals.
August ___, 2000 CSFRPS
<PAGE>
Eaton Vance Senior Floating-Rate Fund Class C
Eaton Vance Classic Senior Floating-Rate Fund Original Class
Supplement to Statement of Additional Information
of EV Classic Senior Floating-Rate Fund
dated
March 15, 2000
1. The following replaces investment restriction (5) under "Investment
Restrictions" on page 4 of the Statement of Additional Information:
(5) Make loans to other persons, except by (a) the acquisition of loan
interests, debt securities and other obligations in which the Fund is
authorized to invest in accordance with its investment objective and
policies, (b) entering into repurchase agreements, (c) lending its
portfolio securities and (d) lending cash consistent with applicable law.
2. The following sentences are added to the first paragraph under "Organization"
under "Management and Organization" on page 7 of the Statement of Additional
Information:
The Fund established multiple classes and changed its name to Eaton Vance
Classic Senior Floating-Rate Fund (the "Fund") on __________________, 2000.
The Fund now has two classes of shares - Eaton Vance Classic Senior
Floating-Rate Fund Original Class ("Original Class") and Eaton Vance Senior
Floating-Rate Fund Class C ("Class C"). The operations of the Original
Class reflect the operations of the Fund prior to ____________, 2000. The
Fund may issue an unlimited number of shares of beneficial interest (no par
value). Each Class represents an interest in the Fund, but is subject to
different expenses, rights and privileges. The Trustees have the authority
under the Declaration of Trust to create additional classes of shares with
differing rights and privileges.
3. The following supplements the information under "Investment Advisory and
Other Services-Distribution Plan" on page 10 of the Statement of Additional
Information:
The Fund's Distribution Plan has been combined with its Service Plan and
now applies to all Classes of shares at the fee rates set forth in the
Prospectus. The Trustees of the Fund may take actions involving the Plan
that affect only one Class, and shareholders of each Class have separate
voting rights with respect to the Plan.
August ___, 2000 CSFRSAI
<PAGE>
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(1) FINANCIAL STATEMENTS:
INCLUDED IN PART A:
Financial highlights for each of the four years ended December 31, 1999,
and for the period from the start of business, February 24, 1995, to
December 31, 1995
INCLUDED IN PART B:
INCORPORATED BY REFERENCE TO THE ANNUAL REPORT DATED DECEMBER 31, 1999
(ACCESSION NO. 0000950156-00-000126), FILED ELECTRONICALLY PURSUANT TO
SECTION 30(B)(2) OF THE INVESTMENT COMPANY ACT OF 1940.
Financial Statements for EV CLASSIC SENIOR FLOATING-RATE FUND:
Statement of Assets and Liabilities as of December 31, 1999
Statement of Operations for the year ended December 31, 1999
Statements of Changes in Net Assets for each of the two years
ended December 31, 1999
Statement of Cash Flows for the year ended December 31, 1999
Financial Highlights for each of the four years ended December
31, 1999 and for the period from the start of business,
February 24, 1995, to December 31, 1995
Notes to Financial Statements
Independent Auditors' Report
Financial Statements for SENIOR DEBT PORTFOLIO:
Portfolio of Investments as of December 31, 1999
Statement of Assets and Liabilities as of December 31, 1999
Statement of Operations for the year ended December 31, 1999
Statements of Changes in Net Assets for each of the two years
ended December 31, 1999
Statement of Cash Flows for the year ended December 31, 1999
Supplementary Data for the four years ended December 31, 1999 and
for the period from the start of business, February 22, 1995,
to December 31, 1995
Notes to Financial Statements
Independent Auditors' Report
(2) EXHIBITS:
(a)(a) Amended and Restated Agreement and Declaration of Trust
dated December 7, 1994 filed as Exhibit (a) to the
Registration Statement under the Securities Act of 1933
(1933 Act File No. 33-64321) and Amendment No. 5 to the
Registration Statement under the Investment Company Act of
1940 (1940 Act File No. 811-07946) filed with the Commission
on November 16, 1995 (Amendment No. 5) and incorporated
herein by reference.
(b) Amendment to the Declaration of Trust to be filed by
Amendment.
(c) Establishment and Designation of Classes of Shares of
Beneficial Interest, Without Par Value to be filed by
Amendment.
(b) Amended and Restated By-Laws filed as Exhibit (b) to
Amendment No. 5 and incorporated herein by reference.
(c) Not applicable
C-3
<PAGE>
(d) Not applicable
(e) Not applicable
(f) Not applicable
(g) Not applicable
(h)(a) Distribution Agreement dated November 1, 1996 filed as
Exhibit (h)(a) to Post-Effective Amendment No. 1 to the
Registration Statement under the Securities Act of 1933
(1933 Act File No. 333-22163) and Amendment No. 9 to the
Registration Statement under the Investment Company Act of
1940 (1940 Act File No. 811-07946) filed with the Commission
on July 2, 1997 (Amendment No. 9) and incorporated herein by
reference.
(b) Distribution Agreement to be filed by Amendment.
(c) Selling Group Agreement between Eaton Vance Distributors,
Inc. and Authorized Dealers filed as Exhibit (6)(b) to the
Post-Effective Amendment No. 61 filed December 28, 1995 to
the Registration Statement of Eaton Vance Growth Trust (File
Nos. 2-22019 and 811-1241) and incorporated herein by
reference.
(i) The Securities and Exchange Commission has granted the
Registrant an exemptive order that permits the Registrant to
enter into deferred compensation arrangements with its
independent Trustees. See in the Matter of Capital Exchange
Fund, Inc., Release No. IC-20671 (November 1, 1994).
(j)(a) Custodian Agreement dated February 22, 1995 filed as Exhibit
(j) to Amendment No. 5 and incorporated herein by reference.
(b) Amendment to Custodian Agreement dated October 23, 1995
filed as Exhibit (j)(b) to the Post-Effective Amendment No.
1 to the Registration Statement under the Securities Act of
1933 (1933 Act File No. 33-64321) and Amendment No. 6 to the
Registration Statement under the Investment Company Act of
1940 (1940 Act File No. 811-07946) filed with the Commission
on April 1, 1996 (Amendment No. 6) and incorporated herein
by reference.
(c) Amendment to Master Custodian Agreement with Investors Bank
& Trust Company dated December 21, 1998 as Exhibit (g)(3) to
the Registration Statement of Eaton Vance Municipals Trust
(File Nos. 33-572 and 811-4409) (Accession No.
0000950156-99-000050) filed January 25, 1999 and
incorporated herein by reference.
(k)(a) Administration Agreement dated February 22, 1995 filed as
Exhibit (k)(a) to Amendment No. 3 and incorporated herein by
reference.
(b) Distribution Plan adopted December 21, 1998 filed as Exhibit
(k)(b) to the Registration Statement under the Securities
Act of 1933 (1933 Act File No. 333-72709) and Amendment No.
12 to the Registration Statement under the Investment
Company Act of 1940 (1940 Act File No. 811-07946) filed with
the Commission on February 22, 1999 (Amendment No. 12) and
incorporated herein by reference.
(c) Distribution and Service Plan to be filed by Amendment.
(d) Transfer Agency Agreement as of January 1, 1998 filed as
Exhibit (k)(b) to the Registration Statement on Form N-2 of
Eaton Vance Advisers Senior Floating-Rate Fund (File Nos.
333-46853, 811-08671) (Accession No. 0000950156-98-000172)
filed February 28, 1998 and incorporated herein by
reference.
C-4
<PAGE>
(e) Amendment to the Transfer Agency Agreement dated October 18,
1999 filed as Exhibit (h)(2)(b) to the Registration
Statement of Eaton Vance Municipals Trust (File Nos. 33-572
and 811-4409) (Accession No. 000950156-99-000723) and
incorporated herein by reference.
(l) Opinion and Consent of Counsel dated March 10, 2000 filed as
Exhibit (l) to the Registration Statement under the
Securities Act of 1933 (1933 Act File No. 333-32262) and
Amendment No. 14 to the Registration Statement under the
Investment Company Act of 1940 (1940 Act File No. 811-07946)
filed with the Commission on March 13, 2000 (Amendment No.
14) and incorporated herein by reference.
(m) Not applicable
(n) Consent of Independent Auditors filed herewith.
(o) Not applicable
(p) Letter Agreement with Eaton Vance Management dated December
7, 1994 filed as Exhibit (p) to Amendment No. 5 and
incorporated herein by reference.
(q) Not applicable
(r) Code of Ethics filed as Exhibit (r) to Amendment No. 14 and
incorporated herein by reference.
(s)(a) Power of Attorney for EV Classic Senior Floating-Rate Fund
dated February 14, 1997 filed as Exhibit (r) to Amendment
No. 9 and incorporated herein by reference.
(b) Power of Attorney for EV Classic Senior Floating-Rate Fund
dated November 16, 1998 filed as Exhibit (s)(b) to Amendment
No. 12 and incorporated herein by reference.
(t)(a) Power of Attorney for Senior Debt Portfolio dated February
14, 1997 filed as Exhibit (s) to Amendment No. 9 and
incorporated herein by reference.
(b) Power of Attorney for Senior Debt Portfolio dated December
21, 1998 filed as Exhibit (t)(b) to Amendment No. 12 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 offerings of Registrant:
Registration Fees $2,661,293(1)
National Association of Securities Dealers, Inc. Fees $ 213,500(1)
Printing (other than stock certificates) $ 105,000
Engraving and printing stock certificates $ 0
Fees and expenses of qualification under state
securities laws (excluding fees of counsel) $ 78,200
Accounting fees and expenses $ 5,000
Legal fees and expenses $ 50,000
-------------
Total $3,112,993(1)
-------------------------------
(1) These amounts include expenses for the shares registered pursuant to the
Registration Statements declared effective on February 21, 1995 (File No.
33-67118); May 5, 1995 (File No. 33-59143); December 15, 1995 (File No.
33-64321); February 21, 1997 (File No. 333-22163); March 10, 1997 (File No.
333-23031); April 1, 1998 (File No. 333-48873); November 2, 1998 (File No.
333-65863); and March 17, 1999 (File No. 333-72709); and March 15, 2000
(File No. 333-32262).
C-5
<PAGE>
ITEM 27. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL
None.
ITEM 28. NUMBER OF HOLDERS OF SECURITIES
(1) (2)
TITLE OF CLASS NUMBER OF RECORD HOLDERS
Shares of beneficial interest 106,723
as of
June 1, 2000
ITEM 29. INDEMNIFICATION
Article IV of the Registrant's Amended and Restated Agreement and
Declaration of Trust dated December 7, 1994 permits Trustee and officer
indemnification by By-Law, contract and vote. Article XI of the By-Laws contains
indemnification provisions. Registrant's Trustees and officers are insured under
a standard investment company errors and omissions insurance policy covering
loss incurred by reason of negligent errors and omissions committed in their
capacities as such.
The distribution agreement of the Registrant also provides for reciprocal
indemnity of the principal underwriter on the one hand, and the Trustees and
officers, on the other.
ITEM 30. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER
Reference is made to: (i) the information set forth under the captions
"Management of the Fund" in the Prospectus and "Investment Advisory and
Administrative Services" in the Statement of Additional Information; (ii) the
Eaton Vance Corp. 10-K filed under the Securities Exchange Act of 1934 (File No.
1-8100); and (iii) the Forms ADV of Eaton Vance Management (File No. 801-15930)
and Boston Management and Research (File No. 801-43127) filed with the
Commission, all of which are incorporated herein by reference.
ITEM 31. LOCATION OF ACCOUNTS AND RECORDS
All applicable accounts, books and documents required to be maintained by
the Registrant by Section 31(a) of the Investment Company Act of 1940 and the
Rules promulgated thereunder are in the possession and custody of the
Registrant's custodian, Investors Bank & Trust Company, 200 Clarendon Street,
16th Floor, Boston, MA 02116, and its transfer agent, PFPC, Inc., 4400 Computer
Drive, Westborough, MA 01581-5120, with the exception of certain corporate
documents and portfolio trading documents which are in the possession and
custody of Eaton Vance Management, The Eaton Vance Building, 255 State Street,
Boston, MA 02109. Registrant is informed that all applicable accounts, books and
documents required to be maintained by registered investment advisers are in the
custody and possession of Eaton Vance Management and Boston Management and
Research.
ITEM 32. MANAGEMENT SERVICES
None.
ITEM 33. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
C-6
<PAGE>
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
continuos offering of the shares; and
(4) To send by first class mail or other means designed to ensure equally
prompt delivery, within two business days of receipt of a written or oral
request, any Statement of Additional Information.
C-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Boston, and the Commonwealth of
Massachusetts, on June 14, 2000.
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 the Registration Statement has been signed below by the following persons in
the capacities on June 14, 2000.
Signature Title
--------- -----
/s/ James B. Hawkes Trustee, President and Principal
-------------------------- Executive Officer
James B. Hawkes
/s/ James L. O'Connor Treasurer (Principal Financial and
-------------------------- Accounting Officer)
James L. O'Connor
Jessica M. Bibliowicz* Trustee
--------------------------
Jessica M. Bibliowicz
Donald R. Dwight* Trustee
--------------------------
Donald R. Dwight
Samuel L. Hayes, III* Trustee
--------------------------
Samuel L. Hayes, III
Lynn A. Stout* Trustee
--------------------------
Lynn A. Stout
Jack L. Treynor* Trustee
--------------------------
Jack L. Treynor
*By: /s/ Alan R. Dynner
--------------------------
Alan R. Dynner (As attorney-in-fact)
C-8
<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 (File No.
333-332262) to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Boston and the Commonwealth of Massachusetts, on June
14, 2000.
SENIOR DEBT PORTFOLIO
By: /s/ JAMES B. HAWKES
-------------------------------
James B. Hawkes, President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
their capacities and on June 14, 2000.
Signature Title
--------- -----
/s/ James B. Hawkes Trustee, President and Principal
-------------------------- Executive Officer
James B. Hawkes
/s/ James L. O'Connor Treasurer (Principal Financial and
-------------------------- Accounting Officer)
James L. O'Connor
Jessica M. Bibliowicz* Trustee
--------------------------
Jessica M. Bibliowicz
Donald R. Dwight* Trustee
--------------------------
Donald R. Dwight
Samuel L. Hayes, III* Trustee
--------------------------
Samuel L. Hayes, III
Lynn A. Stout* Trustee
--------------------------
Lynn A. Stout
Jack L. Treynor* Trustee
--------------------------
Jack L. Treynor
*By: /s/ Alan R. Dynner
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Alan R. Dynner (As attorney-in-fact)
C-9
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EXHIBIT INDEX
Exhibit No. Description
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(n) Consent of Independent Auditors
