<DOCUMENT>
<TYPE>N-2/A
<SEQUENCE>1
<FILENAME>b48380evnv2za.txt
<DESCRIPTION>FORM N-2 AMENDMENT 2
<TEXT>
<PAGE>
       As filed with the Securities and Exchange Commission on November 20, 2003
                                                    1933 Act File No. 333-108010
                                                     1940 Act File No. 811-21411

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM N-2

                             REGISTRATION STATEMENT
                          UNDER THE SECURITIES ACT OF 1933               / /
                            PRE-EFFECTIVE AMENDMENT NO.2                 /X/
                            POST-EFFECTIVE AMENDMENT NO.                 / /

                                     AND/OR

                        REGISTRATION STATEMENT UNDER THE
                         INVESTMENT COMPANY ACT OF 1940
                                  AMENDMENT NO. 2                        /X/
                        (CHECK APPROPRIATE BOX OR BOXES)

                     EATON VANCE SENIOR FLOATING-RATE TRUST
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

     THE EATON VANCE BUILDING, 255 STATE STREET, BOSTON, MASSACHUSETTS 02109
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (617) 482-8260

                                 ALAN R. DYNNER
     THE EATON VANCE BUILDING, 255 STATE STREET, BOSTON, MASSACHUSETTS 02109
                     NAME AND ADDRESS (OF AGENT FOR SERVICE)

                          COPIES OF COMMUNICATIONS TO:

<TABLE>
<S>                                             <C>
          MARK P. GOSHKO, ESQ.                    THOMAS A. HALE, ESQ.
       KIRKPATRICK & LOCKHART LLP                 SKADDEN, ARPS, SLATE
            75 STATE STREET                     MEAGHER & FLOM (ILLINOIS)
      BOSTON, MASSACHUSETTS 02109                CHICAGO, ILLINOIS 60606
</TABLE>


    APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:  As soon as practicable
after the effective date of this Registration Statement.

    If any of the securities being registered on this form are to 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. / /

    It is proposed that this filing will become effective (check appropriate
box):
      /X/ when declared effective pursuant to Section 8(c)

<PAGE>
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933


<TABLE>
<CAPTION>
                                         PROPOSED     PROPOSED
                             AMOUNT      MAXIMUM      MAXIMUM        AMOUNT OF
                              BEING      OFFERING    AGGREGATE     REGISTRATION
TITLE OF SECURITIES BEING  REGISTERED   PRICE PER     OFFERING         FEES
        REGISTERED             (1)       UNIT (1)     PRICE (1)       (1)(2)(3)
        ----------             ---       --------     ---------       ---------


<S>                        <C>          <C>         <C>            <C>
Common Shares of           33,000,000     $20.00    $660,000,000      $53,394.00
Beneficial Interest,
$0.01 par value
</TABLE>


(1)  Estimated solely for purposes of calculating the registration fee, pursuant
     to Rule 457(o) under the Securities Act of 1933.

(2)  Includes Shares that may be offered to the Underwriters pursuant to an
     option to cover over-allotments.

(3)  A registration fee of $80.90 was previously paid in connection with the
     initial filing filed on August 15, 2003.


                      ------------------------------------


    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATES AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.



<PAGE>

THE INFORMATION IN THIS PROSPECTUS IS INCOMPLETE AND MAY BE CHANGED. WE MAY NOT
SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL
THESE SECURITIES, AND WE ARE NOT SOLICITING OFFERS TO BUY THESE SECURITIES, IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.


PRELIMINARY PROSPECTUS           SUBJECT TO COMPLETION         NOVEMBER 20, 2003

--------------------------------------------------------------------------------

                              SHARES

                EATON VANCE SENIOR FLOATING-RATE TRUST

                COMMON SHARES
(EATON VANCE LOGO)

--------------------------------------------------------------------------------

INVESTMENT OBJECTIVES AND POLICIES.  Eaton Vance Senior Floating-Rate Trust (the
"Trust") is a newly organized, diversified, closed-end management investment
company. The Trust's investment objective is to provide a high level of current
income. The Trust may, as a secondary objective, also seek preservation of
capital to the extent consistent with its primary goal of high current income.
The Trust will seek to achieve its investment objectives by investing primarily
in senior, secured floating rate loans ("Senior Loans"). Under normal market
conditions, Eaton Vance Management, the Trust's investment adviser, expects the
Trust to maintain an average duration of less than one year (including the
effect of anticipated leverage).


INVESTMENT ADVISER.  The Trust's investment adviser is Eaton Vance Management
("Eaton Vance" or the "Adviser"). As of October 31, 2003, Eaton Vance and its
subsidiaries managed approximately $75 billion on behalf of funds, institutional
clients and individuals. As of October 31, 2003, Eaton Vance and its
subsidiaries managed approximately $9.3 billion in funds which invest primarily
in Senior Loans, other commingled investment vehicles and for institutional
accounts.


PORTFOLIO CONTENTS.  The Trust pursues its objective by investing its assets
primarily in Senior Loans. Under normal market conditions, the Trust will invest
at least 80% of its total assets in Senior Loans. Senior Loans are made to
corporations, partnerships and other business entities ("Borrowers") which
operate in various industries and geographical regions, including foreign
Borrowers. Senior Loans pay interest at rates which are redetermined
periodically on the basis of a floating base lending rate plus a premium. Senior
Loans typically are of below investment grade quality and have below investment
grade credit ratings, which ratings are associated with securities having high
risk, speculative characteristics. Because of the protective features of Senior
Loans (being senior in a Borrower's capital structure and secured by specific
collateral), the Adviser believes, based on its experience, that Senior Loans
tend to have more favorable loss recovery rates compared to most other types of
below investment grade obligations which are subordinated and unsecured.

The Trust intends to leverage the Trust's assets by issuing preferred shares
and/or borrowings one to three months after completion of this common shares
offering.                                       (continued on inside cover page)

INVESTING IN SHARES INVOLVES CERTAIN RISKS, INCLUDING THAT THE TRUST WILL INVEST
SUBSTANTIAL PORTIONS OF ITS ASSETS IN BELOW INVESTMENT GRADE QUALITY SECURITIES
WITH SPECULATIVE CHARACTERISTICS. SEE "INVESTMENT OBJECTIVES, POLICIES AND
RISKS" BEGINNING AT PAGE 11.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<Table>
<Caption>
                                                              PRICE TO PUBLIC   SALES LOAD   PROCEEDS TO TRUST
--------------------------------------------------------------------------------------------------------------
<S>                                                           <C>               <C>          <C>
Per share                                                              $20.00        $0.90             $19.10
--------------------------------------------------------------------------------------------------------------
Total                                                                       $            $                  $
--------------------------------------------------------------------------------------------------------------
Total assuming full exercise of the over-allotment option                   $            $                  $
--------------------------------------------------------------------------------------------------------------
</Table>

In addition to the sales load, the Trust will pay offering expenses of up to
$0.04 per share, estimated to total $          , which will reduce the "Proceeds
to Trust" (above). Eaton Vance or an affiliate has agreed to pay the amount by
which the aggregate of all of the Trust's offering costs (other than the sales
load) exceeds $0.04, per share. Eaton Vance or an affiliate has agreed to
reimburse all Trust organizational costs.

The underwriters named in the Prospectus may purchase up to           additional
shares from the Trust under certain circumstances. The underwriters are offering
the shares subject to various conditions and expect to deliver the shares to
purchasers on or about           , 2003.

UBS INVESTMENT BANK                                          MERRILL LYNCH & CO.
A.G. EDWARDS & SONS, INC.         RBC CAPITAL MARKETS        WACHOVIA SECURITIES
J.J.B. HILLIARD, W.L. LYONS, INC.                    JANNEY MONTGOMERY SCOTT LLC
QUICK & REILLY, INC.                                      RYAN, BECK & CO., INC.
<PAGE>

--------------------------------------------------------------------------------

(continued from previous page)

EXCHANGE LISTING.  The Trust will apply for the listing of its common shares on
The New York Stock Exchange under the symbol "EFR."

Because the Trust is newly organized, its common shares have no history of
public trading. The shares of closed-end management investment companies
frequently trade at a discount from their net asset value. This risk may be
greater for investors expecting to sell their shares in a relatively short
period after completion of the public offering.

The Trust's net asset value and distribution rate will vary and may be affected
by several factors, including changes in the credit quality of issuers and
interest rates and other market factors. Fluctuations in net asset value may be
magnified as a result of the Trust's use of leverage, which is a speculative
investment technique. An investment in the Trust may not be appropriate for all
investors. There is no assurance that the Trust will achieve its investment
objectives.

The Trust expects to use financial leverage through the issuance of preferred
shares and/or through borrowings, initially equal to approximately 38% of its
gross assets (including the amount obtained through leverage). The Adviser
anticipates that the use of leverage will result in higher income to common
shareholders over time. Use of financial leverage creates an opportunity for
increased income but, at the same time, creates special risks. There can be no
assurance that a leveraging strategy will be utilized or will be successful. SEE
"INVESTMENT OBJECTIVES, POLICIES AND RISKS--USE OF LEVERAGE AND RELATED RISKS"
AT PAGE 23 AND "DESCRIPTION OF CAPITAL STRUCTURE" AT PAGE 31.

This Prospectus sets forth concisely information you should know before
investing in the shares of the Trust. Please read and retain this Prospectus for
future reference. A Statement of Additional Information dated           , 2003,
has been filed with the Securities and Exchange Commission ("SEC") and can be
obtained without charge by calling 1-800-225-6265 or by writing to the Trust. A
table of contents to the Statement of Additional Information is located at page
40 of this Prospectus. This Prospectus incorporates by reference the entire
Statement of Additional Information. The Statement of Additional Information is
available along with other Trust-related materials: at the SEC's public
reference room in Washington, DC (call 1-202-942-8090 for information on the
operation of the reference room); the EDGAR database on the SEC's internet site
(http://www.sec.gov); upon payment of copying fees by writing to the SEC's
public reference section, Washington, DC 20549-0102; or by electronic mail at
publicinfo@sec.gov. The Trust's address is The Eaton Vance Building, 255 State
Street, Boston, Massachusetts 02109 and its telephone number is 1-800-225-6265.

The Trust's shares do not represent a deposit or obligation of, and are not
guaranteed or endorsed by, any bank or other insured depository institution, and
are not federally insured by the Federal Deposit Insurance Corporation, the
Federal Reserve Board or any other government agency.

You should rely only on the information contained or incorporated by reference
in this Prospectus. The Trust has not authorized anyone to provide you with
different information. The Trust is not making an offer of these securities in
any state where the offer is not permitted. You should not assume that the
information contained in this Prospectus is accurate as of any date other than
the date on the front of this Prospectus.

Until           , 2003 (25 days after the date of this Prospectus), all dealers
that buy, sell or trade the shares, whether or not participating in this
offering, may be required to deliver a prospectus. This is in addition to the
dealers' obligation to deliver a prospectus when acting as underwriters and with
respect to their unsold allotments or subscriptions.

TABLE OF CONTENTS
--------------------------------------------------------------------------------

<Table>
<S>                                               <C>
Prospectus summary..............................    1
Summary of Trust expenses.......................    9
The Trust.......................................   11
Use of proceeds.................................   11
Investment objectives, policies and risks.......   11
Management of the Trust.........................   27
Distributions...................................   29
Dividend reinvestment plan......................   30
Description of capital structure................   31
Underwriting....................................   36
Shareholder Servicing Agent, Custodian and
  Transfer Agent................................   38
Legal opinions..................................   39
Reports to Shareholders.........................   39
Independent auditors............................   39
Additional information..........................   39
Table of contents for the Statement of
  Additional Information........................   40
The Trust's privacy policy......................   40
</Table>

--------------------------------------------------------------------------------
<PAGE>

Prospectus summary

This is only a summary. You should review the more detailed information
contained in this Prospectus and in the Statement of Additional Information.

THE FUND

Eaton Vance Senior Floating-Rate Trust (the "Trust") is a newly organized,
diversified, closed-end management investment company. The Trust offers
investors the opportunity to receive a high level of current income, through a
professionally managed portfolio investing primarily in senior, secured floating
rate loans ("Senior Loans"), which are normally accessible only to financial
institutions and large corporate and institutional investors, and are not widely
available to individual investors. To the extent consistent with this objective,
the Trust may also offer an opportunity for preservation of capital. Investments
are based on Eaton Vance Management's ("Eaton Vance" or the "Adviser") internal
research and ongoing credit analysis, which is generally not available to
individual investors. An investment in the Trust may not be appropriate for all
investors. There is no assurance that the Trust will achieve its investment
objectives.

THE OFFERING

The Trust is offering           common shares of beneficial interest, par value
$0.01 per share (the "Shares"), through a group of underwriters (the
"Underwriters") led by UBS Securities LLC and Merrill Lynch, Pierce, Fenner &
Smith Incorporated. The Underwriters have been granted an option to purchase up
to           additional Shares solely to cover over-allotments, if any. The
initial public offering price is $20.00 per share. The minimum purchase in this
offering is 100 Shares ($2,000). See "Underwriting." Eaton Vance or an affiliate
has agreed to (i) reimburse all organizational costs and (ii) pay all offering
costs (other than sales loads) that exceed $0.04 per Share.

INVESTMENT OBJECTIVES AND POLICIES

The Trust's investment objective is to provide a high level of current income.
The Trust may, as a secondary objective, also seek preservation of capital to
the extent consistent with its primary goal of high current income. Under normal
market conditions, Eaton Vance expects the Trust to maintain a duration of less
than one year (including the effect of anticipated leverage). The Trust pursues
its objectives by investing primarily in Senior Loans. Senior Loans are made to
corporations, partnerships and other business entities ("Borrowers") which
operate in various industries and geographical regions. Senior Loans pay
interest at rates which are redetermined periodically by reference to a base
lending rate, primarily the London-Interbank Offered Rate ("LIBOR"), plus a
premium. Under normal market conditions, at least 80% of the Trust's total
assets will be invested in interests in Senior Loans. It is anticipated that the
proceeds of the Senior Loans in which the Trust will acquire interests primarily
will be used to finance leveraged buyouts, recapitalizations, mergers,
acquisitions, stock repurchases, refinancing, and internal growth and for other
corporate purposes of Borrowers.

The Trust may invest up to 20% of its total assets in loan interests which are
not senior secured or are unsecured by any, or that have lower than a senior
claim on, collateral; other income producing securities such as investment and
non-investment grade corporate debt securities and U.S. government and U.S.
dollar-denominated foreign government or supranational debt securities; and
warrants and equity securities acquired in connection with its investments in
Senior Loans. Corporate bonds of below investment grade quality ("Non-Investment
Grade Bonds"), commonly referred to as "junk bonds," are bonds that are rated
below investment grade by each of the national rating agencies who cover the
security, or, if unrated, are determined to be of comparable quality by the
Adviser. Standard & Poor's Ratings Group ("S&P") and Fitch Ratings ("Fitch")
consider securities rated below BBB- to be below investment grade and Moody's
Investors Service, Inc. ("Moody's") considers securities rated below Baa3 to be
below investment grade.

                                                                               1
<PAGE>

Under normal market conditions, the Trust expects to maintain an average
duration of less than one year (including the effect of anticipated leverage).
In comparison to maturity (which is the date on which a debt instrument ceases
and the issuer is obligated to repay the principal amount), duration is a
measure of the price volatility of a debt instrument as a result of changes in
market rates of interest, based on the weighted average timing of the
instrument's expected principal and interest payments. Duration differs from
maturity in that it considers a security's yield, coupon payments, principal
payments and call features in addition to the amount of time until the security
finally matures. As the value of a security changes over time, so will its
duration. Prices of securities with longer durations tend to be more sensitive
to interest rate changes than securities with shorter durations. In general, a
portfolio of securities with a longer duration can be expected to be more
sensitive to interest rate changes than a portfolio with a shorter duration.

Investing in Senior Loans involves investment risk. Some Borrowers default on
their Senior Loan payments. The Trust attempts to manage this credit risk
through portfolio diversification and ongoing analysis and monitoring of
Borrowers. The Trust also is subject to market, liquidity, interest rate and
other risks.


Scott H. Page, Payson F. Swaffield (each a Vice President of Eaton Vance), and
Craig P. Russ are co-portfolio managers of the Trust. Mr. Page and Mr. Swaffield
have co-managed other Eaton Vance portfolios investing primarily in Senior Loans
since 1996. Mr. Russ has managed portfolios for institutional clients investing
primarily in Senior Loans since 2001. Mr. Russ has also been an investment
analyst at Eaton Vance since 1997. The Trust's investments are actively managed,
and Senior Loans and other securities may be bought or sold on a daily basis.


The Adviser's staff monitors the credit quality and price of Senior Loans and
other securities held by the Trust, as well as other securities that are
available to the Trust. The Trust may invest in individual Senior Loans and
other securities of any credit quality. Although the Adviser considers ratings
when making investment decisions, it performs its own credit and investment
analysis and does not rely primarily on the ratings assigned by the rating
services. In evaluating the quality of particular Senior Loans or other
securities, whether rated or unrated, the Adviser will normally take into
consideration, among other things, the issuer's financial resources and
operating history, its sensitivity to economic conditions and trends, the
ability of its management, its debt maturity schedules and borrowing
requirements, and relative values based on anticipated cash flow, interest and
asset coverage, and earnings prospects.

The Trust will only invest in U.S. dollar denominated securities. The Trust may
invest in U.S. dollar denominated Senior Loans and other securities of
non-United States issuers. The Trust's investments may have significant exposure
to certain sectors of the economy and thus may react differently to political or
economic developments than the market as a whole.

The Trust may purchase or sell derivative instruments (which derive their value
from another instrument, security or index) for risk management purposes, such
as hedging against fluctuations in Senior Loans and other securities prices or
interest rates; diversification purposes; changing the duration of the Trust; or
leveraging the Trust. Transactions in derivative instruments may include the
purchase or sale of futures contracts on securities, indices and other financial
instruments, credit-linked notes, tranches of collateralized loan obligations
and/or collateralized debt obligations, options on futures contracts, and
exchange-traded and over-the-counter options on securities or indices, and
interest rate, total return and credit default swaps. Guidelines of any rating
organization that rates any preferred shares issued by the Trust may limit the
Trust's ability to engage in such transactions. Subject to the Trust's policy of
investing at least 80% of its total assets in Senior Loans and subject to the
limitations on the use of futures contracts and related options imposed by Rule
4.5 of the Commodity Futures Trading Commission, the Trust may invest, without
limitation, in the foregoing derivative instruments for the purposes stated
herein.

 2
<PAGE>

LISTING

The Trust will apply for the listing of the Shares on The New York Stock
Exchange under the symbol "EFR."

LEVERAGE

The Trust expects to use financial leverage through the issuance of preferred
shares and/or through borrowings, including the issuance of debt securities
and/or through investment in derivative instruments. The Trust intends initially
to use financial leverage of approximately 38% of its gross assets (including
the amount obtained through leverage). The Trust generally will not use leverage
if the Adviser anticipates that it would result in a lower return to holders of
the Shares ("Shareholders") over time. Use of financial leverage creates an
opportunity for increased income for Shareholders but, at the same time, creates
special risks (including the likelihood of greater volatility of net asset value
and market price of the Shares), and there can be no assurance that a leveraging
strategy will be successful during any period in which it is employed. The Trust
currently intends to issue preferred shares approximately one to three months
after completion of this offering, subject to market conditions and to the
Trust's receipt of a AAA or Aaa credit rating on such preferred shares from a
nationally recognized statistical rating organization ("Rating Agency")
(typically, Moody's, S&P or Fitch). During periods in which the Trust is using
leverage, the fees paid to Eaton Vance for investment advisory services will be
higher than if the Trust did not use leverage because the fees paid will be
calculated on the basis of the Trust's gross assets, including proceeds from the
issuance of preferred shares. See "Investment objectives, policies and
risks--Use of leverage and related risks" and "Management of the Trust--The
Adviser."

INVESTMENT ADVISER AND ADMINISTRATOR


Eaton Vance, an indirect wholly-owned subsidiary of Eaton Vance Corp., is the
Trust's investment adviser and administrator. The Adviser and its subsidiaries
manage approximately $75 billion on behalf of funds, institutional accounts and
individuals as of October 31, 2003. Twenty-nine of the funds are closed-end. As
of October 31, 2003, Eaton Vance and its subsidiaries managed approximately $9.3
billion in funds which invest primarily in Senior Loans, other commingled
investment vehicles and for institutional accounts. See "Management of the
Trust."


TAX ASPECTS

Dividends with respect to the Shares generally will not constitute "qualified
dividends" for federal income tax purposes and thus will not be eligible for the
new favorable long-term capital gains tax rates.

DISTRIBUTIONS

Commencing with the Trust's first dividend, the Trust intends to make regular
monthly cash distributions to Shareholders of substantially all of the net
investment income of the Trust. The amount of each monthly distribution will
vary depending on a number of factors, including dividends payable on the
Trust's preferred shares or other costs of financial leverage. As portfolio and
market conditions change, the rate of dividends on the Shares and the Trust's
dividend policy could change. Over time, the Trust will distribute all of its
net investment income (after it pays accrued dividends on any outstanding
preferred shares) or other costs of financial leverage. In addition, at least
annually, the Trust intends to distribute any net short-term capital gain and
any net capital gain (which is the excess of net long-term capital gain over
short-term capital loss). The initial distribution is expected to be declared
approximately 45 days and paid approximately 60 to 90 days after the completion
of this offering, depending on market conditions. Shareholders may elect
automatically to reinvest some or all of their distributions in additional
Shares under the Trust's dividend reinvestment plan. See "Distributions and
taxes" and "Dividend reinvestment plan."

                                                                               3
<PAGE>

DIVIDEND REINVESTMENT PLAN

The Trust has established a dividend reinvestment plan (the "Plan"). Under the
Plan, a Shareholder may elect to have all dividend and capital gain
distributions automatically reinvested in additional Shares either purchased in
the open market, or newly issued by the Trust if the Shares are trading at or
above their net asset value. Shareholders may elect to participate in the Plan
by completing the dividend reinvestment plan application form. Shareholders who
do not elect to participate in the Plan will receive all distributions in cash
paid by check mailed directly to them by PFPC Inc., as dividend paying agent.
Shareholders who intend to hold their Shares through a broker or nominee should
contact such broker or nominee to determine whether or how they may participate
in the Plan. See "Dividend reinvestment plan."

CLOSED-END STRUCTURE

Closed-end funds differ from open-end management investment companies (commonly
referred to as mutual funds) in that closed-end funds generally list their
shares for trading on a securities exchange and do not redeem their shares at
the option of the shareholder. By comparison, mutual funds issue securities
redeemable at net asset value at the option of the shareholder and typically
engage in a continuous offering of their shares. Mutual funds are subject to
continuous asset in-flows and out-flows that can complicate portfolio
management, whereas closed-end funds generally can stay more fully invested in
securities consistent with the closed-end fund's investment objectives and
policies. In addition, in comparison to open-end funds, closed-end funds have
greater flexibility in the employment of financial leverage and in the ability
to make certain types of investments, including investments in illiquid
securities. However, shares of closed-end funds frequently trade at a discount
from their net asset value. In recognition of the possibility that the Shares
might trade at a discount to net asset value and that any such discount may not
be in the interest of Shareholders, the Trust's Board of Trustees (the "Board"),
in consultation with Eaton Vance, from time to time may review possible actions
to reduce any such discount. The Board might consider open market repurchases or
tender offers for Shares at net asset value. There can be no assurance that the
Board will decide to undertake any of these actions or that, if undertaken, such
actions would result in the Shares trading at a price equal to or close to net
asset value per Share. The Board might also consider the conversion of the Trust
to an open-end mutual fund. The Board believes, however, that the closed-end
structure is desirable, given the Trust's investment objectives and policies.
Investors should assume, therefore, that it is highly unlikely that the Board
would vote to convert the Trust to an open-end investment company. Investors
should note that the anticipated issuance of preferred shares to provide
investment leverage could make a conversion to open-end form more difficult
because of the voting rights of preferred shareholders, the costs of redeeming
preferred shares and other factors. See "Description of capital structure."

SPECIAL RISK CONSIDERATIONS

NO OPERATING HISTORY

The Trust is a closed-end investment company with no history of operations and
is designed for long-term investors and not as a trading vehicle.

INCOME RISK

The income investors receive from the Trust is based primarily on the interest
it earns from its investments, which can vary widely over the short and
long-term. If prevailing market interest rates drop, investors' income from the
Trust could drop as well. The Trust's income could also be affected adversely
when prevailing short-term interest rates increase and the Trust is utilizing
leverage, although this risk is mitigated by the Trust's investment in Senior
Loans, which pay floating rates of interest.

 4
<PAGE>

CREDIT RISK

Credit risk is the risk that one or more debt obligations in the Trust's
portfolio will decline in price, or fail to pay interest or principal when due,
because the issuer of the obligation experiences a decline in its financial
status. Credit risk involves two types: delinquency and default. Delinquency
refers to interruptions in the payment of interest and principal. Default refers
to the potential for unrecoverable principal loss from the sale of foreclosed
collateral or the Trust's inherent right to forgive principal or modify a debt
instrument.

PREPAYMENT RISK

During periods of declining interest rates or for other purposes, the borrowers
may exercise their option to prepay principal earlier than scheduled, forcing
the Trust to reinvest in lower yielding securities. This is known as call or
prepayment risk. Non-Investment Grade Bonds frequently have call features that
allow the issuer to redeem the security at dates prior to its stated maturity at
a specified price (typically greater than par) only if certain prescribed
conditions are met ("call protection"). An issuer may redeem a Non-Investment
Grade Bond if, for example, the issuer can refinance the debt at a lower cost
due to declining interest rates or an improvement in the credit standing of the
issuer. Senior Loans typically have no such call protection. For premium bonds
(bonds acquired at prices that exceed their par or principal value) purchased by
the Trust, prepayment risk may be enhanced.

ISSUER RISK

The value of corporate income-producing securities may decline for a number of
reasons which directly relate to the issuer, such as management performance,
financial leverage and reduced demand for the issuer's goods and services.

SENIOR LOANS RISK

The risks associated with Senior Loans are similar to the risks of
Non-Investment Grade Bonds (discussed below), although Senior Loans are
typically senior and secured in contrast to Non-Investment Grade Bonds, which
are often subordinated and unsecured. Senior Loans' higher standing has
historically resulted in generally higher recoveries in the event of a corporate
reorganization. In addition, because their interest rates are adjusted for
changes in short-term interest rates, Senior Loans generally have less interest
rate risk than Non-Investment Grade Bonds, which are typically fixed rate. The
Trust's investments in Senior Loans are typically below investment grade and are
considered speculative because of the credit risk of their issuers. Such
companies are more likely to default on their payments of interest and principal
owed to the Trust, and such defaults could reduce the Trust's net asset value
and income distributions. An economic downturn generally leads to a higher non-
payment rate, and a debt obligation may lose significant value before a default
occurs. Moreover, any specific collateral used to secure a loan may decline in
value or become illiquid, which would adversely affect the loan's value.

Economic and other events (whether real or perceived) can reduce the demand for
certain Senior Loans or Senior Loans generally, which may reduce market prices
and cause the Trust's net asset value per share to fall. The frequency and
magnitude of such changes cannot be predicted.

Loans and other debt securities are also subject to the risk of price declines
and to increases in prevailing interest rates, although floating-rate debt
instruments are less exposed to this risk than fixed-rate debt instruments.
Interest rate changes may also increase prepayments of debt obligations and
require the Trust to invest assets at lower yields. No active trading market may
exist for certain loans, which may impair the ability of the Trust to realize
full value in the event of the need to liquidate such assets. Adverse market
conditions may impair the liquidity of some actively traded loans.

NON-INVESTMENT GRADE BONDS RISK

The Trust's investments in Non-Investment Grade Bonds are predominantly
speculative because of the credit risk of their issuers. While offering a
greater potential opportunity for capital appreciation and

                                                                               5
<PAGE>

higher yields, Non-Investment Grade Bonds typically entail greater potential
price volatility and may be less liquid than higher-rated securities. Issuers of
Non-Investment Grade Bonds are more likely to default on their payments of
interest and principal owed to the Trust, and such defaults will reduce the
Trust's net asset value and income distributions. The prices of these lower
rated obligations are more sensitive to negative developments than higher rated
securities. Adverse business conditions, such as a decline in the issuer's
revenues or an economic downturn, generally lead to a higher non-payment rate.
In addition, a security may lose significant value before a default occurs as
the market adjusts to expected higher non-payment rates.

DERIVATIVES

Derivative transactions (such as futures contracts and options thereon, options,
swaps and short sales) subject the Trust to increased risk of principal loss due
to imperfect correlation or unexpected price or interest rate movements. The
Trust also will be subject to credit risk with respect to the counterparties to
the derivatives contracts purchased by the Trust. If a counterparty becomes
bankrupt or otherwise fails to perform its obligations under a derivative
contract due to financial difficulties, the Trust may experience significant
delays in obtaining any recovery under the derivative contract in a bankruptcy
or other reorganization proceeding. The Trust may obtain only a limited recovery
or may obtain no recovery in such circumstances.

EFFECTS OF LEVERAGE

There can be no assurance that a leveraging strategy will be utilized by the
Trust or that, if utilized, it will be successful during any period in which it
is employed. Leverage creates risks for Shareholders, including the likelihood
of greater volatility of net asset value and market price of the Shares and the
risk that fluctuations in dividend rates on any preferred shares may affect the
return to Shareholders. To the extent the income derived from securities
purchased with proceeds received from leverage exceeds the cost of leverage, the
Trust's distributions will be greater than if leverage had not been used.
Conversely, if the income from the securities purchased with such proceeds is
not sufficient to cover the cost of leverage, the amount available for
distribution to Shareholders as dividends and other distributions will be less
than if leverage had not been used. In the latter case, Eaton Vance in its best
judgment may nevertheless determine to maintain the Trust's leveraged position
if it deems such action to be appropriate. The costs of an offering of preferred
shares and/or borrowing program will be borne by common Shareholders and
consequently will result in a reduction of the net asset value of Shares.

Financial leverage may be achieved through the issuance of preferred shares,
through borrowings, including the issuance of debt securities and/or through
investment in derivative instruments. Use of financial leverage creates an
opportunity for increased income for Shareholders but, at the same time, creates
special risks (including the likelihood of greater volatility of net asset value
and market price of the Shares), and there can be no assurance that a leveraging
strategy will be successful during any period in which it is employed. See
"Investment objectives, policies and risks--Additional investment practices" and
"--Additional risk considerations."

The Trust currently intends to seek a AAA/Aaa credit rating on any preferred
shares from a Rating Agency. The Trust may be subject to investment restrictions
of the Rating Agency as a result. These restrictions may impose asset coverage
or portfolio composition requirements that are more stringent than those imposed
on the Trust by the Investment Company Act of 1940, as amended (the "Investment
Company Act" or "1940 Act"). It is not anticipated that these covenants or
guidelines will impede Eaton Vance in managing the Trust's portfolio in
accordance with its investment objectives and policies. See "Description of
capital structure--Preferred shares."

As discussed under "Management of the Trust," the fee paid to Eaton Vance will
be calculated on the basis of the Trust's gross assets, including proceeds from
the issuance of preferred shares and/or borrowings, so the fees will be higher
when leverage is utilized. See "Investment objectives, policies and risks--Use
of leverage and related risks."

 6
<PAGE>

INTEREST RATE RISK

The value of Shares will usually change in response to interest rate
fluctuations. When interest rates decline, the value of fixed-rate securities
already held by the Trust can be expected to rise. Conversely, when interest
rates rise, the value of existing fixed-rate portfolio securities can be
expected to decline. Because market interest rates are currently near their
lowest levels in many years, there is a greater than normal risk that the
Trust's portfolio will decline in value due to rising interest rates.
Fluctuations in the value of fixed-rate securities will not affect interest
income on existing securities but will be reflected in the Trust's net asset
value. Fixed-rate securities with longer durations tend to be more sensitive to
changes in interest rates than securities with shorter durations, usually making
them more volatile. The Trust may utilize certain strategies, including taking
positions in futures or interest rate swaps, for the purpose of reducing the
interest rate sensitivity of the portfolio and decreasing the Trust's exposure
to interest rate risk, although there is no assurance that it will do so or that
such strategies will be successful. The Trust is intended to have a relatively
low level of interest rate risk.

FOREIGN SECURITY RISK

The prices of foreign securities may be affected by factors not present with
U.S. securities, including currency exchange rates, political and economic
conditions, less stringent regulation and higher volatility. As a result, many
foreign securities may be less liquid and more volatile than U.S. securities.

LIQUIDITY RISK

The Trust may invest in Senior Loans and other securities for which there is no
readily available trading market or which are otherwise illiquid. The Trust may
not be able to dispose readily of such securities at prices that approximate
those at which the Trust could sell such securities if they were more widely
traded and, as a result of such illiquidity, the Trust may have to sell other
investments or engage in borrowing transactions if necessary to raise cash to
meet its obligations. In addition, the limited liquidity could affect the market
price of the securities, thereby adversely affecting the Trust's net asset value
and ability to make dividend distributions.

REINVESTMENT RISK

Income from the Trust's portfolio will decline if and when the Trust invests the
proceeds from matured, traded or called debt obligations into lower yielding
instruments. A decline in income could affect the Shares' distribution rate and
their overall return.

INFLATION RISK

Inflation risk is the risk that the value of assets or income from investment
will be worth less in the future as inflation decreases the value of money. As
inflation increases, the real value of the Shares and distributions thereon can
decline. In addition, during any periods of rising inflation, dividend rates of
preferred shares would likely increase, which would tend to further reduce
returns to Shareholders. This risk is mitigated to some degree by the Trust's
investments in Senior Loans.

MARKET PRICE OF SHARES

The shares of closed-end management investment companies often trade at a
discount from their net asset value, and the Trust's Shares may likewise trade
at a discount from net asset value. The trading price of the Trust's Shares may
be less than the public offering price. This risk may be greater for investors
who sell their Shares in a relatively short period after completion of the
public offering.

MANAGEMENT RISK

The Trust is subject to management risk because it is an actively managed
portfolio. Eaton Vance and the individual portfolio managers will apply
investment techniques and risk analyses in making investment decisions for the
Trust, but there can be no guarantee that these will produce the desired
results.

                                                                               7
<PAGE>

REGULATORY RISK

To the extent that legislation or state or federal regulators that regulate
certain financial institutions impose additional requirements or restrictions
with respect to the ability of such institutions to make loans, particularly in
connection with highly leveraged transactions, the availability of Senior Loans
for investment may be adversely affected. Further, such legislation or
regulation could depress the market value of Senior Loans.

MARKET DISRUPTION
The terrorist attacks in the United States on September 11, 2001 had a
disruptive effect on the securities markets. The Trust cannot predict the
effects of similar events in the future on the U.S. economy. These terrorist
attacks and related events, including the war in Iraq, its aftermath, and
continuing occupation of Iraq by coalition forces, have led to increased
short-term market volatility and may have long-term effects on U.S. and world
economies and markets. A similar disruption of the financial markets could
impact interest rates, auctions, secondary trading, ratings, credit risk,
inflation and other factors relating to the Shares. In particular,
Non-Investment Grade Bonds and Senior Loans tend to be more volatile than higher
rated fixed income securities so that these events and any actions resulting
from them may have a greater impact on the prices and volatility on
Non-Investment Grade Bonds and Senior Loans than on higher rated fixed income
securities.

ANTI-TAKEOVER PROVISIONS
The Trust's Agreement and Declaration of Trust includes provisions that could
have the effect of limiting the ability of other persons or entities to acquire
control of the Trust or to change the composition of its Board. See "Description
of capital structure--Anti-takeover provisions in the Declaration of Trust."

 8
<PAGE>

Summary of Trust expenses

The purpose of the table below is to help you understand all fees and expenses
that you, as a Shareholder, would bear directly or indirectly. The following
table assumes leverage in an amount equal to 38% (34.2% after preferred shares
issuance and 3.8% borrowings) of the Trust's total assets, and shows Trust
expenses as a percentage of net assets attributable to common shares.

<Table>
<S>                                                           <C>
Shareholder transaction expenses
    Sales load paid by you (as a percentage of offering
     price).................................................         4.50%
    Expenses borne by the Trust.............................         0.20%(1)(2)
    Dividend reinvestment plan fees.........................         None(3)
</Table>

<Table>
<Caption>
                                                 PERCENTAGE OF NET ASSETS
                                                             ATTRIBUTABLE
                                                         TO COMMON SHARES
                                                   (ASSUMING THE ISSUANCE
                                                      OF PREFERRED SHARES
                                                    AND/OR BORROWINGS)(4)
-------------------------------------------------------------------------
<S>                                                           <C>
Annual expenses
    Investment advisory fee.................................         1.21%
    Interest Payments on Borrowed Funds(2)..................         0.10%
    Other expenses..........................................         0.35%(5)
                                                              -----------
    Total annual expenses...................................         1.66%
    Fee and expense reimbursements (years 1-5)..............       (0.32)%(6)
                                                              -----------
    Net annual expenses (years 1-5).........................         1.34%(6)
                                                              -----------
</Table>

------------

(1)  Eaton Vance or an affiliate has agreed to reimburse all organizational
     costs and pay all offering costs (other than sales load) that exceed $0.04
     per Share.

(2)  Assumes leverage by borrowing in an amount equal to approximately 3.8% of
     the Trust's total assets (including all amounts obtained by leverage) at an
     interest rate of 1.60%. If the Trust offers preferred shares, costs of that
     offering, estimated to be slightly more than 1.31% of the total amount of
     the preferred share offering, will effectively be borne by common
     shareholders and result in the reduction of the net asset value of the
     common shares. Assuming the issuance of preferred shares in an amount equal
     to 34.20% of the Trust's total assets (after issuance of all leverage),
     those offering costs are estimated to be not more than approximately
     $1,811,000 or $0.15 per common share (0.73% of the offering price).

(3)  You will be charged a $5.00 service charge and pay brokerage charges if you
     direct the plan agent to sell your Shares held in a dividend reinvestment
     account.

(4)  Stated as percentages of net assets attributable to common shares assuming
     no issuance of preferred shares or borrowings, the Trust's expenses would
     be estimated to be as follows:

<Table>
<Caption>
                                                 PERCENTAGE OF NET ASSETS
                                                             ATTRIBUTABLE
                                                         TO COMMON SHARES
                                            (ASSUMING NO PREFERRED SHARES
                                                        AND/OR BORROWINGS
                                               ARE ISSUED OR OUTSTANDING)
-------------------------------------------------------------------------
<S>                                                           <C>
Annual expenses
   Investment advisory fee..................................         0.75%
   Other expenses...........................................         0.19%
                                                              -----------
   Total annual expenses....................................         0.94%
   Fees and expense reimbursements (years 1-5)..............       (0.20)%
                                                              -----------
   Net annual expenses (years 1-5)..........................         0.74%
                                                              -----------
</Table>

(5)  Estimated expenses based on the current fiscal year.

                                                                               9
<PAGE>

(6)  Eaton Vance has contractually agreed to reimburse the Trust for fees and
     other expenses in the amount of 0.20% of average daily total assets of the
     Trust for the first 5 full years of the Trust's operations, 0.15% of
     average daily total assets of the Trust in year 6, 0.10% in year 7 and
     0.05% in year 8. For this purpose, total assets (and gross assets in
     "Management of the Trust--The Adviser") shall be calculated by deducting
     accrued liabilities of the Trust not including the amount of any preferred
     shares outstanding or the principal amount of any indebtedness for money
     borrowed. Without the reimbursement, Total net annual expenses would be
     estimated to be 1.66% of average daily net assets (or, assuming no issuance
     of preferred shares or borrowings, 0.94% of average daily net assets)
     attributable to common shares. Eaton Vance may voluntarily reimburse
     additional fees and expenses but is under no obligation to do so. Any such
     voluntary reimbursements may be terminated at any time.

The expenses shown in the table are based on estimated amounts for the Trust's
first year of operations and assume that the Trust issues approximately
12,500,000 common shares. See "Management of the Trust" and "Dividend
reinvestment plan."

EXAMPLE

The following example illustrates the expenses that you would pay on a $1,000
investment in common shares (including the sales load of $45, estimated offering
expenses of this offering of $2 and the estimated preferred share offering costs
assuming preferred shares are issued representing 34.20% of the Trust's total
assets (after issuance) of $7.30), assuming (1) total net annual expenses of
1.34% of net assets attributable to common shares in years 1 through 5,
increasing to 1.66% in years 9 and 10 and (2) a 5% annual return(1):

<Table>
<Caption>
1 YEAR    3 YEARS    5 YEARS    10 YEARS(2)
-------------------------------------------
<S>       <C>        <C>        <C>
 $67        $94       $124         $221
</Table>

THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES. ACTUAL
EXPENSES MAY BE HIGHER OR LOWER.
------------

(1)  The example assumes that the estimated Other expenses set forth in the
     Annual expenses table are accurate, that fees and expenses increase as
     described in note 2 below and that all dividends and distributions are
     reinvested at net asset value. Actual expenses may be greater or less than
     those assumed. Moreover, the Trust's actual rate of return may be greater
     or less than the hypothetical 5% return shown in the example.

(2)  Assumes reimbursement of fees and expenses of 0.15% of average daily total
     assets of the Trust in year 6, 0.10% in year 7 and 0.05% in year 8 and no
     reimbursement of fees or expenses in years 9 and 10. Eaton Vance has not
     agreed to reimburse the Trust for any portion of its fees and expenses
     beyond 2011.

 10
<PAGE>

--------------------------------------------------------------------------------

The Trust

The Trust is a newly organized, diversified, closed-end management investment
company registered under the 1940 Act. The Trust was organized as a
Massachusetts business trust on August 5, 2003, pursuant to a Declaration of
Trust, as amended October 15, 2003, governed by the laws of The Commonwealth of
Massachusetts and has no operating history. The Trust's principal office is
located at The Eaton Vance Building, 255 State Street, Boston, Massachusetts
02109 and its telephone number is 1-800-225-6265.

This Prospectus relates to the initial public offering of the Trust's common
shares of beneficial interest, $0.01 par value (the "Shares"). See
"Underwriting."

Use of proceeds

The net proceeds of this offering of Shares will be approximately $          (or
$          assuming exercise of the Underwriters' over-allotment option in
full), which, after payment of the estimated offering expenses, will be invested
in accordance with the Trust's investment objectives and policies as soon as
practicable, but, in no event, under normal market conditions, later than three
months after the receipt thereof. Pending such investment, the proceeds may be
invested in high-quality, short-term debt securities. Eaton Vance or an
affiliate has agreed to (i) reimburse all organizational costs and (ii) pay all
offering costs of the Trust (other than sales loads) that exceed $0.04 per
Share.

Investment objectives, policies and risks

INVESTMENT OBJECTIVE

The Trust's investment objective is to provide shareholders with a high level of
current income. The Trust may, as a secondary objective, also seek preservation
of capital to the extent consistent with its investment objective of high
current income. Under normal market conditions, Eaton Vance expects the Trust to
maintain an average duration of less than one year (including the effect of
anticipated leverage). The Trust pursues its objectives by investing its assets
primarily in senior secured floating rate loans ("Senior Loans"). Investment in
such floating rate instruments is expected to minimize changes in the underlying
principal value of the Senior Loans, and therefore the Trust's net asset value,
resulting from changes in market interest rates. The borrowers of such loans
will be corporations, partnerships and other business entities ("Borrowers")
which operate in a variety of industries and geographical regions.

PRIMARY INVESTMENT POLICIES

GENERAL COMPOSITION OF THE TRUST
Under normal market conditions, at least 80% of the Trust's total assets are
invested (generally by the purchase of assignments) in interests in Senior Loans
of domestic or foreign Borrowers (so long as foreign loans are U.S.
dollar-denominated and payments of interest and repayments of principal are
required to be made in U.S. dollars). The Trust may invest up to 20% of its
total assets in: (i) loan interests which are not secured by any, or that have a
lower than senior claim on, collateral, (ii) other income producing securities
such as investment and non-investment grade corporate debt securities and U.S.
government and U.S. dollar-denominated foreign government or supranational debt
securities, and (iii) warrants and equity securities issued by a Borrower or its
affiliates as part of a package of investments in the Borrower or its
affiliates. If the Adviser determines that market conditions temporarily warrant
a defensive investment policy, the Trust may invest up to 100% of its assets in
cash and/or high quality, short-term debt securities, which would not be
consistent with the Trust's

--------------------------------------------------------------------------------
                                                                              11
<PAGE>
INVESTMENT OBJECTIVES, POLICIES AND RISKS
--------------------------------------------------------------------------------

investment objective. While temporarily invested, the Trust may not achieve its
investment objective. Corporate bonds of below investment grade quality
("Non-Investment Grade Bonds"), commonly referred to as "junk bonds," are bonds
that are rated below investment grade by each of the national rating agencies
who cover the security, or, if unrated, are determined to be of comparable
quality by the Adviser. Standard & Poor's Ratings Group ("S&P") and Fitch
Ratings ("Fitch") consider securities rated below BBB- to be below investment
grade and Moody's Investors Service, Inc. ("Moody's") considers securities rated
below Baa3 to be below investment grade.

The Trust's policy of investing, under normal market conditions, at least 80% of
its total assets in Senior Loans is not considered to be fundamental by the
Trust and can be changed without a vote of the Shareholders. However, this
policy may only be changed by the Trust's Board following the provision of 60
days prior written notice to Shareholders.

Under normal market conditions, the Adviser expects to maintain an average
duration of less than one year (including the effect of anticipated leverage).
In comparison to maturity (which is the date on which a debt instrument ceases
and the issuer is obligated to repay the principal amount), duration is a
measure of the price volatility of a debt instrument as a result of changes in
market rates of interest, based on the weighted average timing of the
instrument's expected principal and interest payments. Duration differs from
maturity in that it considers a security's yield, coupon payments, principal
payments and call features in addition to the amount of time until the security
finally matures. As the value of a security changes over time, so will its
duration. Prices of securities with longer durations tend to be more sensitive
to interest rate changes than securities with shorter durations. In general, a
portfolio of securities with a longer duration can be expected to be more
sensitive to interest rate changes than a portfolio with a shorter duration.

The Adviser's staff monitors the credit quality and the price of Senior Loans
and other securities held by the Trust, as well as other securities that are
available to the Trust. The Trust may invest in Senior Loans and other
securities of any credit quality.

Although the Adviser considers ratings when making investment decisions, it
performs its own credit and investment analysis and does not rely primarily on
the ratings assigned by the rating services. In evaluating the quality of a
particular security, whether rated or unrated, the Adviser will normally take
into consideration, among other things, the issuer's financial resources and
operating history, its sensitivity to economic conditions and trends, the
ability of its management, its debt maturity schedules and borrowing
requirements, and relative values based on anticipated cash flow, interest and
asset coverage, and earnings prospects. The Adviser will attempt to reduce the
risks of investing in lower rated or unrated debt instruments through active
portfolio management, credit analysis and attention to current developments and
trends in the economy and the financial markets.

The Trust is not required to dispose of a security in the event that a
nationally recognized statistical rating agency ("Rating Agency") downgrades its
assessment of the credit characteristics of a particular issue or withdraws its
assessment, including in the event of a default. In determining whether to
retain or sell such a security, Eaton Vance may consider such factors as Eaton
Vance's assessment of the credit quality of the issuers of such security, the
price at which such security could be sold and the rating, if any, assigned to
such security by other Rating Agencies.

The Trust will only invest in U.S. dollar denominated securities. The Trust may
invest in U.S. dollar denominated securities of non-United States issuers. The
Trust's investments may have significant exposure to certain sectors of the
economy and thus may react differently to political or economic developments
than the market as a whole.

The Trust may purchase shares of other investment companies with a similar
investment objective and policies as permitted under the Investment Company Act.
Such investments are limited to 10% of total

--------------------------------------------------------------------------------
 12
<PAGE>
INVESTMENT OBJECTIVES, POLICIES AND RISKS
--------------------------------------------------------------------------------

assets overall, with no more than 5% invested in any one issuer. The value of
shares of other closed-end investment companies is affected by risks similar to
those of the Trust, such as demand for those securities regardless of the demand
for the underlying portfolio assets. Investment companies bear fees and expenses
that the Trust will bear indirectly, so investors in the Trust will be subject
to duplication of fees. The Trust also may invest up to 5% of its total assets
in structured notes with rates of return determined by reference to the total
rate of return on one or more Senior Loans referenced in such notes. The rate of
return on the structured note may be determined by applying a multiplier to the
rate of total return on the referenced Senior Loan or Loans. Application of a
multiplier is comparable to the use of financial leverage, a speculative
technique. Leverage magnifies the potential for gain and the risk of loss; as a
result, a relatively small decline in the value of a referenced Loan could
result in a relatively large loss in the value of a structured note. Shares of
other investment companies that invest in Senior Loans and structured notes will
be treated as Senior Loans for purposes of the Trust's policy of normally
investing at least 80% of its assets in Senior Loans, and may be subject to the
Trust's leverage limitations.

SENIOR LOANS
Senior Loans hold the most senior position in the capital structure of a
Borrower, are typically secured with specific collateral and have a claim on the
assets and/or stock of the Borrower that is senior to that held by subordinated
debt holders and stockholders of the Borrower. The capital structure of a
Borrower may include Senior Loans, senior and junior subordinated debt,
preferred stock and common stock issued by the Borrower, typically in descending
order of seniority with respect to claims on the Borrower's assets (discussed
below). Senior Loans are typically secured by specific collateral. As also
discussed above, the proceeds of Senior Loans primarily are used to finance
leveraged buyouts, recapitalizations, mergers, acquisitions, stock repurchases,
refinancings and internal growth and for other corporate purposes.

Senior Loans in which the Trust will invest generally pay interest at rates,
which are redetermined periodically by reference to a base lending rate, plus a
premium. Senior Loans typically have rates of interest which are redetermined
either daily, monthly, quarterly or semi-annually by reference to a base lending
rate, plus a premium or credit spread. These base lending rates are primarily
LIBOR, and secondarily the prime rate offered by one or more major United States
banks (the "Prime Rate") and the certificate of deposit ("CD") rate or other
base lending rates used by commercial lenders. As floating rate loans, the
frequency of how often a loan resets its interest rate will impact how closely
such loans track current market interest rate. The Senior Loans held by the
Trust will have a dollar-weighted average period until the next interest rate
adjustment of approximately 90 days or less. As a result, as short-term interest
rates increase, interest payable to the Trust from its investments in Senior
Loans should increase, and as short-term interest rates decrease, interest
payable to the Trust from its investments in Senior Loans should decrease. The
Trust may utilize derivative instruments to shorten the effective interest rate
redetermination period of Senior Loans in its portfolio. Senior Loans typically
have a stated term of between one and ten years. In the experience of the
Adviser over the last decade, however, the average life of Senior Loans has been
two to four years because of prepayments.

The Trust expects primarily to purchase Senior Loans by assignment from a
participant in the original syndicate of lenders or from subsequent assignees of
such interests. The Trust may also purchase participations in the original
syndicate making Senior Loans. Such indebtedness may be secured or unsecured.
Loan participations typically represent direct participations in a loan to a
corporate borrower, and generally are offered by banks or other financial
institutions or lending syndicates. The Trust may participate in such
syndications, or can buy part of a loan, becoming a part lender. When purchasing
loan participations, the Trust assumes the credit risk associated with the
corporate borrower and may assume the credit risk associated with an interposed
bank or other financial

--------------------------------------------------------------------------------
                                                                              13
<PAGE>
INVESTMENT OBJECTIVES, POLICIES AND RISKS
--------------------------------------------------------------------------------

intermediary. The participation interests in which the Trust intends to invest
may not be rated by any nationally recognized rating service.

The Trust may purchase and retain in its portfolio Senior Loans where the
Borrowers have experienced, or may be perceived to be likely to experience,
credit problems, including involvement in or recent emergence from bankruptcy
reorganization proceedings or other forms of debt restructuring. Such
investments may provide opportunities for enhanced income as well as capital
appreciation. At times, in connection with the restructuring of a Senior Loan
either outside of bankruptcy court or in the context of bankruptcy court
proceedings, the Trust may determine or be required to accept equity securities
or junior debt securities in exchange for all or a portion of a Senior Loan.

The Trust may also purchase unsecured loans, other floating rate debt securities
such as notes, bonds and asset-backed securities (such as special purpose trusts
investing in bank loans), credit-linked notes, tranches of collateralized loan
obligations, investment grade fixed income debt obligations and money market
instruments, such as commercial paper.

Senior Loans and other floating-rate debt instruments are subject to the risk of
non-payment of scheduled interest or principal. Such non-payment would result in
a reduction of income to the Trust, a reduction in the value of the investment
and a potential decrease in the net asset value of the Trust. There can be no
assurance that the liquidation of any collateral securing a loan would satisfy
the Borrower's obligation in the event of non-payment of scheduled interest or
principal payments, or that such collateral could be readily liquidated. In the
event of bankruptcy of a Borrower, the Trust could experience delays or
limitations with respect to its ability to realize the benefits of the
collateral securing a Senior Loan. The collateral securing a Senior Loan may
lose all or substantially all of its value in the event of bankruptcy of a
Borrower. Some Senior Loans are subject to the risk that a court, pursuant to
fraudulent conveyance or other similar laws, could subordinate such Senior Loans
to presently existing or future indebtedness of the Borrower or take other
action detrimental to the holders of Senior Loans, including, in certain
circumstances, invalidating such Senior Loans or causing interest previously
paid to be refunded to the Borrower. If interest were required to be refunded,
it could negatively affect the Trust's performance.

Many Senior Loans in which the Trust will invest may not be rated by a Rating
Agency, will not be registered with the Securities and Exchange Commission or
any state securities commission and will not be listed on any national
securities exchange. The amount of public information available with respect to
Senior Loans will generally be less extensive than that available for registered
or exchange listed securities. In evaluating the creditworthiness of Borrowers,
the Adviser will consider, and may rely in part, on analyses performed by
others. Borrowers may have outstanding debt obligations that are rated below
investment grade by a Rating Agency. Many of the Senior Loans in the Trust will
have been assigned ratings below investment grade by independent rating
agencies. In the event Senior Loans are not rated, they are likely to be the
equivalent of below investment grade quality. Because of the protective features
of Senior Loans, the Adviser believes that Senior Loans tend to have more
favorable loss recovery rates as compared to more junior types of below
investment grade debt obligations. The Adviser does not view ratings as the
determinative factor in its investment decisions and relies more upon its credit
analysis abilities than upon ratings.

No active trading market may exist for some loans and some loans may be subject
to restrictions on resale. A secondary market may be subject to irregular
trading activity, wide bid/ask spreads and extended trade settlement periods,
which may impair the ability to realize full value and thus cause a material
decline in the Trust's net asset value. During periods of limited supply and
liquidity of Senior Loans, the Trust's yield may be lower.

When interest rates decline, the value of a fund invested in fixed-rate
obligations can be expected to rise. Conversely, when interest rates rise, the
value of a fund invested in fixed-rate obligations can be

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expected to decline. Although changes in prevailing interest rates can be
expected to cause some fluctuations in the value of Senior Loans (due to the
fact that floating rates on Senior Loans only reset periodically), the value of
Senior Loans is substantially less sensitive to changes in market interest rates
than fixed-rate instruments. As a result, the Adviser expects the Trust's policy
of investing a portion of its assets in floating-rate Senior Loans will make the
Trust less volatile and less sensitive to changes in market interest rates than
if the Trust invested exclusively in fixed-rate obligations. Similarly, a sudden
and significant increase in market interest rates may cause a decline in the
value of these investments and in the Trust's net asset value. Other factors
(including, but not limited to, rating downgrades, credit deterioration, a large
downward movement in stock prices, a disparity in supply and demand of certain
Senior Loans and other securities or market conditions that reduce liquidity)
can reduce the value of Senior Loans and other debt obligations, impairing the
Trust's net asset value.

The Adviser uses an independent pricing service to value most loans and other
debt securities at their market value. The Adviser may use the fair value method
to value loans or other securities if market quotations for them are not readily
available or are deemed unreliable, or if events occurring after the close of a
securities market and before the Trust values its assets would materially affect
net asset value. A security that is fair valued may be valued at a price higher
or lower than actual market quotations or the value determined by other funds
using their own fair valuation procedures. Because foreign securities trade on
days when the Shares are not priced, net asset value can change at times when
Shares cannot be sold.

ADDITIONAL INVESTMENT PRACTICES

COLLATERALIZED LOAN OBLIGATIONS ("CLOs")
The Trust may invest in certain asset-backed securities as discussed below.
Asset-backed securities are payment claims that are securitized in the form of
negotiable paper that is issued by a financing company (generically called a
Special Purpose Vehicle or "SPV"). These securitized payment claims are, as a
rule, corporate financial assets brought into a pool according to specific
diversification rules. The SPV is a company founded solely for the purpose of
securitizing these claims and its only asset is the risk arising out of this
diversified asset pool. On this basis, marketable securities are issued which,
due to the diversification of the underlying risk, generally represent a lower
level of risk than the original assets. The redemption of the securities issued
by the SPV takes place at maturity out of the cash flow generated by the
collected claims.

A CLO is a structured credit security issued by an SPV that was created to
reapportion the risk and return characteristics of a pool of assets. The assets,
typically Senior Loans, are used as collateral supporting the various debt
tranches issued by the SPV. The key feature of the CLO structure is the
prioritization of the cash flows from a pool of debt securities among the
several classes of CLO holders, thereby creating a series of obligations with
varying rates and maturities appealing to a wide range of investors. CLOs
generally are secured by an assignment to a trustee under the indenture pursuant
to which the bonds are issued of collateral consisting of a pool of debt
instruments, usually, non-investment grade bank loans. Payments with respect to
the underlying debt securities generally are made to the trustee under the
indenture. CLOs are designed to be retired as the underlying debt instruments
are repaid. In the event of sufficient early prepayments on such debt
instruments, the class or series of CLO first to mature generally will be
retired prior to maturity. Therefore, although in most cases the issuer of CLOs
will not supply additional collateral in the event of such prepayments, there
will be sufficient collateral to secure their priority with respect to other CLO
tranches that remain outstanding. The credit quality of these securities depends
primarily upon the quality of the underlying assets, their priority with respect
to other CLO tranches and the level of credit support and/or enhancement
provided.

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The underlying assets (e.g., loans) are subject to prepayments which shorten the
securities' weighted average maturity and may lower their return. If the credit
support or enhancement is exhausted, losses or delays in payment may result if
the required payments of principal and interest are not made. The value of these
securities also may change because of changes in market value, that is changes
in the market's perception of the creditworthiness of the servicing agent for
the pool, the originator of the pool, or the financial institution or fund
providing the credit support or enhancement.

COLLATERALIZED DEBT OBLIGATIONS ("CDOs")
The Trust may invest in CDOs. A CDO is a structured credit security issued by an
SPV that was created to reapportion the risk and return characteristics of a
pool of assets. The assets, typically non-investment grade bonds, leveraged
loans, and other asset-backed obligations, are used as collateral supporting the
various debt and equity tranches issued by the SPV. The key feature of the CDO
structure is the prioritization of the cash flows from a pool of debt securities
among the several classes of CDO holders, thereby creating a series of
obligations with varying rates and maturities appealing to a wide range of
investors. CDOs generally are secured by an assignment to a trustee under the
indenture pursuant to which the bonds are issued of collateral consisting of a
pool of debt securities, usually, non-investment grade bonds. Payments with
respect to the underlying debt securities generally are made to the trustee
under the indenture. CDOs are designed to be retired as the underlying debt
securities are repaid. In the event of sufficient early prepayments on such debt
securities, the class or series of CDO first to mature generally will be retired
prior to maturity. Therefore, although in most cases the issuer of CDOs will not
supply additional collateral in the event of such prepayments, there will be
sufficient collateral to secure CDOs that remain outstanding. The credit quality
of these securities depends primarily upon the quality of the underlying assets
and the level of credit support and/or enhancement provided. CDOs operate
similarly to CLOs and are subject to the same inherent risks.

FOREIGN SECURITIES
Although the Trust will only invest in U.S. dollar-denominated income
securities, the Trust may invest in Senior Loans and other debt securities of
non-U.S. issuers. Investment in securities of non-U.S. issuers involves special
risks, including that non-U.S. issuers may be subject to less rigorous
accounting and reporting requirements than U.S. issuers, less rigorous
regulatory requirements, differing legal systems and laws relating to creditors'
rights, the potential inability to enforce legal judgments and the potential for
political, social and economic adversity. The willingness and ability of
sovereign issuers to pay principal and interest on government securities depends
on various economic factors, including among others the issuer's balance of
payments, overall debt level, and cash flow considerations related to the
availability of tax or other revenues to satisfy the issuer's obligations. The
securities of some foreign issuers are less liquid and at times more volatile
than securities of comparable U.S. issuers. Foreign settlement procedures and
trade regulations may involve certain risks (such as delay in the payment or
delivery of securities and interest or in the recovery of assets held abroad)
and expenses not present in the settlement of domestic investments. Investments
may include securities issued by the governments of lesser-developed countries,
which are sometimes referred to as "emerging markets." There may be a
possibility of nationalization or expropriation of assets, imposition of
currency exchange controls, confiscatory taxation, political or financial
instability, armed conflict and diplomatic developments which could affect the
value of the Trust's investments in certain foreign countries.

CORPORATE BONDS AND OTHER DEBT SECURITIES
The Trust may invest in a wide variety of bonds, debentures and similar debt
securities of varying maturities and durations issued by corporations and other
business entities, including limited liability companies. Debt securities in
which the Trust may invest may pay fixed or variable rates of interest.

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Bonds and other debt securities generally are issued by corporations and other
issuers to borrow money from investors. The issuer pays the investor a fixed or
variable rate of interest and normally must repay the amount borrowed on or
before maturity. Certain debt securities are "perpetual" in that they have no
maturity date. The Trust may invest in bonds and other debt securities of any
quality. As discussed below, Non-Investment Grade Bonds, commonly known as "junk
bonds," are considered to be predominantly speculative in nature because of the
because of the credit risk of the issuers.

NON-INVESTMENT GRADE BONDS
As indicated above, Non-Investment Grade Bonds are those rated lower than
investment grade (i.e., bonds rated lower than Baa3 by Moody's and lower than
BBB- by S&P and Fitch) or are unrated and of comparable quality as determined by
the Adviser. Non-Investment Grade Bonds rated BB and Ba have speculative
characteristics, while lower rated Non-Investment Grade Bonds are predominantly
speculative.

The Trust may hold securities that are unrated or in the lowest rating
categories (rated C by Moody's or D by S&P or Fitch). Bonds rated C by Moody's
are regarded as having extremely poor prospects of ever attaining any real
investment standing. Bonds rated D by S&P or Fitch are in payment default or a
bankruptcy petition has been filed and debt service payments are jeopardized. In
order to enforce its rights with defaulted securities, the Trust may be required
to retain legal counsel and/or a financial adviser. This may increase the
Trust's operating expenses and adversely affect net asset value.

The credit quality of most securities held by the Trust reflects a greater than
average possibility that adverse changes in the financial condition of an
issuer, or in general economic conditions, or both, may impair the ability of
the issuer to make payments of interest and principal. The inability (or
perceived inability) of issuers to make timely payment of interest and principal
would likely make the values of securities held by the Trust more volatile and
could limit the Trust's ability to sell its securities at favorable prices. In
the absence of a liquid trading market for securities held by it, the Trust may
have difficulties determining the fair market value of such securities.

Although the Adviser considers security ratings when making investment
decisions, it performs its own credit and investment analysis and does not rely
primarily on the ratings assigned by the rating services. In evaluating the
quality of a particular security, whether rated or unrated, the Adviser will
normally take into consideration, among other things, the issuer's financial
resources and operating history, its sensitivity to economic conditions and
trends, the ability of its management, its debt maturity schedules and borrowing
requirements, and relative values based on anticipated cash flow, interest and
asset coverage, and earnings prospects. Because of the greater number of
investment considerations involved in investing in high yield, high risk bonds,
the achievement of the Trust's objectives depends more on the Adviser's judgment
and analytical abilities than would be the case if the Trust invested primarily
in securities in the higher rating categories. While the Adviser will attempt to
reduce the risks of investing in lower rated or unrated securities through
active Trust management, diversification, credit analysis and attention to
current developments and trends in the economy and the financial markets, there
can be no assurance that a broadly diversified fund of such securities would
substantially lessen the risk of defaults brought about by an economic downturn
or recession. In recent years, issuances of Non-Investment Grade Bonds by
companies in various sectors has increased. Accordingly, the Trust's investments
may have significant exposure to certain sectors of the economy and thus may
react differently to political or economic developments than the market as a
whole.

The Trust's high yield securities may have fixed or variable principal payments
and all types of interest rate and dividend payment and reset terms, including
fixed rate, adjustable rate, zero coupon, contingent, deferred, and payment in
kind features.

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CONVERTIBLE SECURITIES
The Trust may invest in convertible securities. A convertible security is a debt
security or preferred stock that is exchangeable for an equity security of the
issuer at a predetermined price. Depending upon the relationship of the
conversion price to the market value of the underlying security, a convertible
security may trade more like an equity security than a debt instrument. The
Trust may invest in convertible securities of any rating.

GOVERNMENT SECURITIES
U.S. Government securities include (1) U.S. Treasury obligations, which differ
in their interest rates, maturities and times of issuance: U.S. Treasury bills
(maturities of one year or less), U.S. Treasury notes (maturities of one year to
ten years) and U.S. Treasury bonds (generally maturities of greater than ten
years) and (2) obligations issued or guaranteed by U.S. Government agencies and
instrumentalities that are supported by any of the following: (a) the full faith
and credit of the U.S. Treasury, (b) the right of the issuer to borrow an amount
limited to a specific line of credit from the U.S. Treasury, (c) discretionary
authority of the U.S. Government to purchase certain obligations of the U.S.
Government agency or instrumentality or (d) the credit of the agency or
instrumentality. The Trust may also invest in any other security or agreement
collateralized or otherwise secured by U.S. Government securities. Agencies and
instrumentalities of the U.S. Government include but are not limited to: Federal
Land Banks, Federal Financing Banks, Banks for Cooperatives, Federal
Intermediate Credit Banks, Farm Credit Banks, Federal Home Loan Banks, FHLMC,
FNMA, GNMA, Student Loan Marketing Association, United States Postal Service,
Small Business Administration, Tennessee Valley Authority and any other
enterprise established or sponsored by the U.S. Government. Because the U.S.
Government generally is not obligated to provide support to its
instrumentalities, the Trust will invest in obligations issued by these
instrumentalities only if the Adviser determines that the credit risk with
respect to such obligations is minimal.

The principal of and/or interest on certain U.S. Government securities which may
be purchased by the Trust could be (a) payable in foreign currencies rather than
U.S. dollars or (b) increased or diminished as a result of changes in the value
of the U.S. dollar relative to the value of foreign currencies. The value of
such portfolio securities may be affected favorably by changes in the exchange
rate between foreign currencies and the U.S. dollar.

COMMERCIAL PAPER
Commercial paper represents short-term unsecured promissory notes issued in
bearer form by corporations such as banks or bank holding companies and finance
companies. The rate of return on commercial paper may be linked or indexed to
the level of exchange rates between the U.S. dollar and a foreign currency or
currencies.

WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS
Securities may be purchased on a "forward commitment" or "when-issued" basis
(meaning securities are purchased or sold with payment and delivery taking place
in the future) in order to secure what is considered to be an advantageous price
and yield at the time of entering into the transaction. However, the yield on a
comparable security when the transaction is consummated may vary from the yield
on the security at the time that the forward commitment or when-issued
transaction was made. From the time of entering into the transaction until
delivery and payment is made at a later date, the securities that are the
subject of the transaction are subject to market fluctuations. In forward
commitment or when-issued transactions, if the seller or buyer, as the case may
be, fails to consummate the transaction, the counterparty may miss the
opportunity of obtaining a price or yield considered to be advantageous. Forward
commitment or when-issued transactions may be expected to occur a month or more
before delivery is due. However, no payment or delivery is made until payment is
received or delivery is made from the other party to the transaction. Forward
commitment or when-issued transactions are not entered into for the purpose of
investment leverage.

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ILLIQUID SECURITIES
The Trust may invest without limitation in Senior Loans and other securities for
which there is no readily available trading market or are otherwise illiquid.
Illiquid securities include securities legally restricted as to resale, such as
commercial paper issued pursuant to Section 4(2) of the Securities Act of 1933,
as amended, and securities eligible for resale pursuant to Rule 144A thereunder.
Section 4(2) and Rule 144A securities may, however, be treated as liquid by the
Adviser pursuant to procedures adopted by the Board, which require consideration
of factors such as trading activity, availability of market quotations and
number of dealers willing to purchase the security. If the Trust invests in Rule
144A securities, the level of portfolio illiquidity may be increased to the
extent that eligible buyers become uninterested in purchasing such securities.

It may be difficult to sell such securities at a price representing the fair
value until such time as such securities may be sold publicly. Where
registration is required, a considerable period may elapse between a decision to
sell the securities and the time when it would be permitted to sell. Thus, the
Trust may not be able to obtain as favorable a price as that prevailing at the
time of the decision to sell. The Trust may also acquire securities through
private placements under which it may agree to contractual restrictions on the
resale of such securities. Such restrictions might prevent their sale at a time
when such sale would otherwise be desirable.

DERIVATIVES
As described more specifically below, the Trust may purchase or sell derivative
instruments (which are instruments that derive their value from another
instrument, security or index) to seek to hedge against fluctuations in
securities prices or interest rates or for purposes of leveraging the Trust. The
Trust's transactions in derivative instruments may include the purchase or sale
of futures contracts on securities, credit-linked notes, securities indices,
other indices or other financial instruments; options on futures contracts;
exchange-traded and over-the-counter options on securities or indices;
index-linked securities; and interest rate swaps. The Trust's transactions in
derivative instruments involve a risk of loss or depreciation due to:
unanticipated adverse changes in securities prices, interest rates, the other
financial instruments' prices; the inability to close out a position; default by
the counterparty; imperfect correlation between a position and the desired
hedge; tax constraints on closing out positions; and portfolio management
constraints on securities subject to such transactions. The loss on derivative
instruments (other than purchased options) may substantially exceed the Trust's
initial investment in these instruments. In addition, the Trust may lose the
entire premium paid for purchased options that expire before they can be
profitably exercised by the Trust. Transaction costs will be incurred in opening
and closing positions in derivative instruments. There can be no assurance that
Eaton Vance's use of derivative instruments will be advantageous to the Trust.

CREDIT-LINKED NOTES
The Trust may invest in credit-linked notes ("CLN") for risk management
purposes, including diversification. A CLN is a derivative instrument. It is a
synthetic obligation between two or more parties where the payment of principal
and/or interest is based on the performance of some obligation (a reference
obligation). In addition to credit risk of the reference obligation and interest
rate risk, the buyer/seller of the CLN is subject to counterparty risk.

SWAPS
Swap contracts may be purchased or sold to hedge against fluctuations in
securities prices, interest rates or market conditions, to change the duration
of the overall portfolio, or to mitigate default risk. In a standard "swap"
transaction, two parties agree to exchange the returns (or differentials in
rates of return) to be exchanged or "swapped" between the parties, which returns
are calculated with respect to a "notional amount," i.e., the return on or
increase in value of a particular dollar amount invested at a particular
interest rate or in a "basket" of securities representing a particular index.

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Interest Rate Swaps.  The Trust will enter into interest rate and total return
swaps only on a net basis, i.e., the two payment streams are netted out, with
the Trust receiving or paying, as the case may be, only the net amount of the
two payments. Interest rate swaps involve the exchange by the Trust with another
party of their respective commitments to pay or receive interest (e.g., an
exchange of fixed rate payments for floating rate payments). The Trust will only
enter into interest rate swaps on a net basis. If the other party to an interest
rate swap defaults, the Trust's risk of loss consists of the net amount of
payments that the Trust is contractually entitled to receive. The net amount of
the excess, if any, of the Trust's obligations over its entitlements will be
maintained in a segregated account by the Trust's custodian. The Trust will not
enter into any interest rate swap unless the claims-paying ability of the other
party thereto is considered to be investment grade by the Adviser. If there is a
default by the other party to such a transaction, the Trust will have
contractual remedies pursuant to the agreements related to the transaction.
These instruments are traded in the over-the-counter market.

The Trust may use interest rate swaps for risk management purposes only and not
as a speculative investment and would typically use interest rate swaps to
shorten the average interest rate reset time of the Trust's holdings. Interest
rate swaps involve the exchange by the Trust with another party of their
respective commitments to pay or receive interests (e.g., an exchange of fixed
rate payments for floating rate payments). The use of interest rate swaps is a
highly specialized activity which involves investment techniques and risks
different from those associated with ordinary portfolio securities transactions.
If the Adviser is incorrect in its forecasts of market values, interest rates
and other applicable factors, the investment performance of the Trust would be
unfavorably affected.

Total Return Swaps.  As stated above, the Trust will enter into total return
swaps only on a net basis. Total return swaps are contracts in which one party
agrees to make payments of the total return from the underlying asset(s), which
may include securities, baskets of securities, or securities indices during the
specified period, in return for payments equal to a fixed or floating rate of
interest or the total return from other underlying asset(s).

Credit Default Swaps.  The Trust may enter into credit default swap contracts
for risk management purposes, including diversification. When the Trust is the
buyer of a credit default swap contract, the Trust is entitled to receive the
par (or other agreed-upon) value of a referenced debt obligation from the
counterparty to the contract in the event of a default by a third party, such as
a U.S. or foreign corporate issuer, on the debt obligation. In return, the Trust
would pay the counterparty a periodic stream of payments over the term of the
contract provided that no event of default has occurred. If no default occurs,
the Trust would have spent the stream of payments and received no benefit from
the contract. When the Trust is the seller of a credit default swap contract, it
receives the stream of payments, but is obligated to pay upon default of the
referenced debt obligation. As the seller, the Trust would effectively add
leverage to its portfolio because, in addition to its total net assets, the
Trust would be subject to investment exposure on the notional amount of the
swap. The Trust will segregate assets in the form of cash and cash equivalents
in an amount equal to the aggregate market value of the credit default swaps of
which it is the seller, marked to market on a daily basis. These transactions
involve certain risks, including the risk that the seller may be unable to
fulfill the transaction.

FUTURES AND OPTIONS ON FUTURES
The Trust may purchase and sell various kinds of financial futures contracts and
options thereon to seek to hedge against changes in interest rates or for other
risk management purposes. Futures contracts may be based on various debt
securities and securities indices (such as the Municipal Bond Index traded on
the Chicago Board of Trade). Such transactions involve a risk of loss or
depreciation due to unanticipated adverse changes in securities prices, which
may exceed the Trust's initial investment in these contracts. The Trust will
only purchase or sell futures contracts or related options

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in compliance with the rules of the Commodity Futures Trading Commission. These
transactions involve transaction costs. There can be no assurance that Eaton
Vance's use of futures will be advantageous to the Trust. Rating Agency
guidelines on any preferred shares issued by the Trust may limit use of these
transactions.

SECURITIES LENDING
The Trust may seek to earn income by lending portfolio securities to
broker-dealers or other institutional borrowers. As with other extensions of
credit, there are risks of delay in recovery or even loss of rights in the
securities loaned if the borrower of the securities fails financially. In the
judgment of the Adviser, the loans will be made only to organizations whose
credit quality or claims paying ability is considered to be at least investment
grade and when the expected returns, net of administrative expenses and any
finders' fees, justifies the attendant risk. Securities loans currently are
required to be secured continuously by collateral in cash, cash equivalents
(such as money market instruments) or other liquid securities held by the
custodian and maintained in an amount at least equal to the market value of the
securities loaned. The financial condition of the borrower will be monitored by
the Adviser on an ongoing basis.

BORROWINGS
The Trust may borrow money to the extent permitted under the 1940 Act as
interpreted, modified or otherwise permitted by regulatory authority having
jurisdiction, from time to time. The Trust may from time to time borrow money to
add leverage to the portfolio. The Trust may also borrow money for temporary
administrative purposes.

The Trust currently expects that it may enter into definitive agreements with
respect to a credit facility after the closing of the offer and sale of the
Shares offered hereby. The Trust intends to arrange a senior revolving credit
facility pursuant to which the Trust expects to be entitled to borrow an amount
up to between approximately 25% and 50% of the Trust's total assets as of the
closing of the offer and sale of the Shares offered hereby. Any such borrowings
would constitute financial leverage. The terms of any agreements relating to
such a credit facility have not been determined and are subject to definitive
agreement and other conditions but the Trust anticipates that such a credit
facility would have terms substantially similar to the following: (i) a final
maturity not expected to exceed three years subject to possible extension by the
Trust; (ii) with respect to each draw under the facility, an interest rate equal
to the lesser of LIBOR plus a stated premium or an alternate rate on the
outstanding amount of each such draw, reset over periods ranging from one to six
months; and (iii) payment by the Trust of certain fees and expenses including an
underwriting fee, a commitment fee on the average undrawn amount of the
facility, an ongoing administration fee and the expenses of the lenders under
the facility incurred in connection therewith; subject to the market conditions
which may cause the cost to be more or less, the Trust currently expects that
the aggregate annualized cost to the Trust over the life of the facility of the
interest rate and fees referred to in clauses (ii) and (iii) will not exceed an
amount equal to the stated principal amount of the facility times an amount
equal to 30-day LIBOR plus 75 basis points. Individual draws on the facility may
have maturities ranging from seven days to one year. The facility is not
expected to be convertible into any other securities of the Trust, outstanding
amounts are expected to be prepayable by the Trust prior to final maturity
without significant penalty and there are not expected to be any sinking Trust
or mandatory retirement provisions. Outstanding amounts would be payable at
maturity or such earlier times as required by the agreement. The Trust may be
required to prepay outstanding amounts under the facility or incur a penalty
rate of interest in the event of the occurrence of certain events of default.
The Trust expects to indemnify the lenders under the facility against
liabilities they may incur in connection with the facility. In addition the
Trust expects that such a credit facility would contain covenants which, among
other things, likely will limit the Trust's ability to pay dividends in certain
circumstances, incur

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additional debt, change its fundamental investment policies and engage in
certain transactions including mergers and consolidations, and may require asset
coverage ratios in addition to those required by the 1940 Act. The Trust may be
required to maintain a portion of its assets in cash or high-grade securities as
a reserve against interest or principal payments and expenses. The Trust expects
that any credit facility would have customary covenant, negative covenant and
default provisions. There can be no assurance that the Trust will enter into an
agreement for a credit facility on terms and conditions representative of the
foregoing, or that additional material terms will not apply. In addition, if
entered into, any such credit facility may in the future be replaced or
refinanced by one or more credit facilities having substantially different terms
or by the issuance of preferred shares or debt securities.

REPURCHASE AGREEMENTS
The Trust may enter into repurchase agreements (the purchase of a security
coupled with an agreement to resell at a high price) with respect to its
permitted investments. In the event of the bankruptcy of the other party to a
repurchase agreement, the Trust might experience delays in recovering its cash.
To the extent that, in the meantime, the value of the securities the Trust
purchased may have decreased, the Trust could experience a loss. The Trust's
repurchase agreements will provide that the value of the collateral underlying
the repurchase agreement will always be a least equal to the repurchase price,
including any accrued interest earned on the agreement, and will be marked to
market daily.

REVERSE REPURCHASE AGREEMENTS
The Trust may enter into reverse repurchase agreements. Under a reverse
repurchase agreement, the Trust temporarily transfers possession of a portfolio
instrument to another party, such as a bank or broker-dealer, in return for
cash. At the same time, the Trust agrees to repurchase the instrument at an
agreed upon time (normally within seven days) and price, which reflects an
interest payment. The Trust may enter into such agreements when it is able to
invest the cash acquired at a rate higher than the cost of the agreement, which
would increase earned income.

When the Trust enters into a reverse repurchase agreement, any fluctuations in
the market value of either the securities transferred to another party or the
securities in which the proceeds may be invested would affect the market value
of the Trust's assets. As a result, such transactions may increase fluctuations
in the market value of the Trust's assets. While there is a risk that large
fluctuations in the market value of the Trust's assets could affect net asset
value, this risk is not significantly increased by entering into reverse
repurchase agreements, in the opinion of the Adviser. Because reverse repurchase
agreements may be considered to be the practical equivalent of borrowing funds,
they constitute a form of leverage. Such agreements will be treated as subject
to investment restrictions regarding "borrowings." If the Trust reinvests the
proceeds of a reverse repurchase agreement at a rate lower than the cost of the
agreement, entering into the agreement will lower the Trust's yield.

PORTFOLIO TURNOVER
The Trust cannot accurately predict its portfolio turnover rate, but the annual
turnover rate may exceed 100% (excluding turnover of securities having a
maturity of one year or less). A high turnover rate (100% or more) necessarily
involves greater expenses to the Trust and may result in a realization of net
short-term capital gains. The Trust may engage in active short-term trading to
benefit from yield disparities among different issues of securities or among the
markets for fixed income securities of different countries, to seek short-term
profits during periods of fluctuating interest rates, or for other reasons. Such
trading will increase the Trust's rate of turnover and may increase the
incidence of net short-term capital gains which, upon distribution by the Trust,
are taxable to Trust Shareholders as ordinary income.

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INVESTMENT OBJECTIVES, POLICIES AND RISKS
--------------------------------------------------------------------------------

USE OF LEVERAGE AND RELATED RISKS

The Trust expects to use leverage through the issuance of preferred shares,
through borrowings, including the issuance of debt securities and/or investment
in derivative instruments. The Trust initially intends to use leverage of
approximately 38% of its gross assets (including the amount obtained from
leverage). The Trust generally will not use leverage if the Adviser anticipates
that it would result in a lower return to Shareholders for any significant
amount of time. The Trust also may borrow money as a temporary measure for
extraordinary or emergency purposes, including the payment of dividends and the
settlement of securities transactions which otherwise might require untimely
dispositions of Trust securities.

Leverage creates risks for holders of the Shares, including the likelihood of
greater volatility of net asset value and market price of the Shares. There is a
risk that fluctuations in the dividend rates on any preferred shares may
adversely affect the return to the holders of the Shares. If the income from the
securities purchased with such funds is not sufficient to cover the cost of
leverage, the return on the Trust will be less than if leverage had not been
used, and therefore the amount available for distribution to Shareholders as
dividends and other distributions will be reduced. The Adviser in its best
judgment nevertheless may determine to maintain the Trust's leveraged position
if it deems such action to be appropriate in the circumstances.

Changes in the value of the Trust's portfolio will be borne entirely by the
Shareholders. If there is a net decrease (or increase) in the value of the
Trust's investment portfolio, the leverage will decrease (or increase) the net
asset value per Share to a greater extent than if the Trust were not leveraged.
During periods in which the Trust is using leverage, the fees paid to Eaton
Vance for investment advisory services will be higher than if the Trust did not
use leverage because the fees paid will be calculated on the basis of the
Trust's gross assets, including the proceeds from the issuance of preferred
shares. As discussed under "Description of capital structure," the Trust's
issuance of preferred shares may alter the voting power of common shareholders.

Capital raised through leverage will be subject to dividend payments, which may
exceed the income and appreciation on the assets purchased. The issuance of
preferred shares involves offering expenses and other costs and may limit the
Trust's freedom to pay dividends on Shares or to engage in other activities. The
issuance of a class of preferred shares having priority over the Trust's Shares
creates an opportunity for greater return per Share, but at the same time such
leveraging is a speculative technique in that it will increase the Trust's
exposure to capital risk. Unless the income and appreciation, if any, on assets
acquired with offering proceeds exceed the cost of issuing additional classes of
securities (and other Trust expenses), the use of leverage will diminish the
investment performance of the Trust's Shares compared with what it would have
been without leverage.

The Trust may be subject to certain restrictions on investments imposed by
guidelines of one or more Rating Agencies that may issue ratings for any
preferred shares issued by the Trust. These guidelines may impose asset coverage
or Trust composition requirements that are more stringent than those imposed on
the Trust by the 1940 Act. It is not anticipated that these covenants or
guidelines will impede the Adviser from managing the Trust's portfolio in
accordance with the Trust's investment objectives and policies.

Under the Investment Company Act, the Trust is not permitted to issue preferred
shares unless immediately after such issuance the total asset value of the
Trust's portfolio is at least 200% of the liquidation value of the outstanding
preferred shares (i.e., such liquidation value may not exceed 50% of the Trust's
total assets). In addition, the Trust is not permitted to declare any cash
dividend or other distribution on its Shares unless, at the time of such
declaration, the net asset value of the Trust's portfolio (determined after
deducting the amount of such dividend or other distribution) is at least 200% of
such liquidation value. If preferred shares are issued, the Trust intends, to
the extent possible,

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INVESTMENT OBJECTIVES, POLICIES AND RISKS
--------------------------------------------------------------------------------

to purchase or redeem preferred shares, from time to time, to maintain coverage
of any preferred shares of at least 200%. If the Trust issues preferred shares
amounting to 38% leverage, there will be an asset coverage of 263%. Normally,
holders of the Shares will elect five of the Trustees of the Trust and holders
of any preferred shares will elect two. In the event the Trust failed to pay
dividends on its preferred shares for two years, preferred shareholders would be
entitled to elect a majority of the Trustees until the dividends are paid.

To qualify for federal income taxation as a "regulated investment company," the
Trust must distribute in each taxable year at least 90% of its net investment
income (including net interest income and net short-term gain). The Trust also
will be required to distribute annually substantially all of its income and
capital gain, if any, to avoid imposition of a nondeductible 4% federal excise
tax. If the Trust is precluded from making distributions on the Shares because
of any applicable asset coverage requirements, the terms of the preferred shares
may provide that any amounts so precluded from being distributed, but required
to be distributed for the Trust to meet the distribution requirements for
qualification as a regulated investment company, will be paid to the holders of
the preferred shares as a special dividend. This dividend can be expected to
decrease the amount that holders of preferred shares would be entitled to
receive upon redemption or liquidation of the shares.

The Trust's willingness to issue new securities for investment purposes, and the
amount the Trust will issue, will depend on many factors, the most important of
which are market conditions and interest rates. Successful use of a leveraging
strategy may depend on the Adviser's ability to predict correctly interest rates
and market movements, and there is no assurance that a leveraging strategy will
be successful during any period in which it is employed.

Assuming the utilization of leverage in the amount of 38% of the Trust's gross
assets and an annual dividend rate on preferred shares of 1.40% and an annual
interest rate of 1.60% on borrowings payable on such leverage based on market
rates as of the date of this Prospectus, the additional income that the Trust
must earn (net of expenses) in order to cover such dividend payments is 0.54%.
The Trust's actual cost of leverage will be based on market rates at the time
the Trust undertakes a leveraging strategy, and such actual cost of leverage may
be higher or lower than that assumed in the previous example.

The following table is designed to illustrate the effect on the return to a
holder of the Trust's Shares of leverage in the amount of approximately 38% of
the Trust's gross assets, assuming hypothetical annual returns of the Trust's
portfolio of minus 10% to plus 10%. As the table shows, leverage generally
increases the return to Shareholders when portfolio return is positive and
greater than the cost of leverage and decreases the return when the portfolio
return is negative or less than the cost of leverage. The figures appearing in
the table are hypothetical and actual returns may be greater or less than those
appearing in the table.

<Table>
<S>                                                 <C>       <C>      <C>      <C>     <C>
Assumed portfolio return (net of expenses)........     (10)%     (5)%      0%      5%      10%
Corresponding Share return assuming 38%
  leverage........................................  (17.00)%  (8.93)%  (0.87)%  7.19%   15.26%
</Table>

Until the Trust issues preferred shares or borrows, the Shares will not be
leveraged, and the risks and special considerations related to leverage
described in this Prospectus will not apply. Such leveraging of the Shares
cannot be achieved until the proceeds resulting from the use of leverage have
been invested in accordance with the Trust's investment objectives and policies.

ADDITIONAL RISK CONSIDERATIONS

NO OPERATING HISTORY
The Trust is a closed-end management investment company with no history of
operations and is designed for long-term investors and not as a trading vehicle.

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INVESTMENT OBJECTIVES, POLICIES AND RISKS
--------------------------------------------------------------------------------

INCOME RISK
The income investors receive from the Trust is based primarily on the interest
it earns from its investments, which can vary widely over the short and
long-term. If prevailing market interest rates drop, investors' income from the
Trust over time could drop as well. The Trust's income could also be affected
already when prevailing short-term interest rates increase and the Trust is
utilizing leverage, although this risk is mitigated by the Trust's investment in
Senior Loans.

CREDIT RISK
Credit risk is the risk that one or more debt obligations in the Trust's
portfolio will decline in price, or fail to pay interest or principal when due,
because the issuer of the obligation experiences a decline in its financial
status. Credit risk involves two types: delinquency and default. Delinquency
refers to interruptions in the payment of interest and principal. Default refers
to the potential for unrecoverable principal loss from the sale of foreclosed
collateral or the Trust's inherent right to forgive principal or modify a debt
instrument.

PREPAYMENT RISK
During periods of declining interest rates or for other purposes, the borrowers
may exercise their option to prepay principal earlier than scheduled, forcing
the Trust to reinvest in lower yielding securities. This is known as call or
prepayment risk. Non-Investment Grade Bonds frequently have call features that
allow the issuer to redeem the security at dates prior to its stated maturity at
a specified price (typically greater than par) only if certain prescribed
conditions are met ("call protection"). An issuer may redeem a high yield
obligation if, for example, the issuer can refinance the debt at a lower cost
due to declining interest rates or an improvement in the credit standing of the
issuer. Senior Loans typically have no such call protection. For premium bonds
(bonds acquired at prices that exceed their par or principal value) purchased by
the Trust, prepayment risk may be enhanced.

ISSUER RISK
The value of corporate income-producing securities may decline for a number of
reasons which directly relate to the issuer, such as management performance,
financial leverage and reduced demand for the issuer's goods and services.

DERIVATIVES RISK
Derivative transactions (such as futures contracts and options thereon, options
and swaps) subject the Trust to increased risk of principal loss due to
imperfect correlation or unexpected price or interest rate movements. The Trust
also will be subject to credit risk with respect to the counterparties to the
derivatives contracts purchased by the Trust. If a counterparty becomes bankrupt
or otherwise fails to perform its obligations under a derivative contract due to
financial difficulties, the Trust may experience significant delays in obtaining
any recovery under the derivative contract in a bankruptcy or other
reorganization proceeding. The Trust may obtain only a limited recovery or may
obtain no recovery in such circumstances.

MANAGEMENT RISK
The Trust is subject to management risk because it is an actively managed
portfolio. Eaton Vance and the individual portfolio managers will apply
investment techniques and risk analyses in making investment decisions for the
Trust, but there can be no guarantee that these will produce the desired
results.

LIQUIDITY RISK
Most Senior Loans are valued by an independent pricing service that uses market
quotations of investors and traders in Senior Loans. Economic and other events
(whether real or perceived) can

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INVESTMENT OBJECTIVES, POLICIES AND RISKS
--------------------------------------------------------------------------------

reduce the demand for certain Senior Loans or Senior Loans generally, which may
reduce market prices and cause the Trust's net asset value per share to fall.
The frequency and magnitude of such changes cannot be predicted.

Some Senior Loans are not readily marketable and may be subject to restrictions
on resale. Senior Loans generally are not listed on any national securities
exchange or automated quotation system and no active trading market may exist
for some of the Senior Loans in which the Trust will invest. Where a secondary
market exists, such market for some Senior Loans may be subject to irregular
trading activity, wide bid/ask spreads and extended trade settlement periods.
Senior Loans that are illiquid may impair the Trust's ability to realize the
full value of its assets in the event of a voluntary or involuntary liquidation
of such assets and thus may cause a decline in the Trust's net asset value. The
Trust has no limitation on the amount of its assets which may be invested in
securities which are not readily marketable or are subject to restrictions on
resale. The risks associated with illiquidity are particularly acute in
situations where the Trust's operations require cash, such as when the Trust
conducts repurchase offers for its shares, and may result in borrowings to meet
short-term cash requirements. The Trustees of the Trust will consider the
liquidity of the Trust's investments in determining the amount of quarterly
repurchase offers.

REINVESTMENT RISK
Income from the Trust's portfolio will decline if and when the Trust invests the
proceeds from matured, traded or called debt obligations into lower yielding
instruments. A decline in income could affect the Shares' distribution rate and
their overall return.

INFLATION RISK
Inflation risk is the risk that the value of assets or income from investment
will be worth less in the future as inflation decreases the value of money. As
inflation increases, the real value of the Shares and distributions thereon can
decline. In addition, during any periods of rising inflation, dividend rates of
preferred shares would likely increase, which would tend further to reduce
returns to Shareholders. This risk is mitigated to some degree by the Trust's
investments in Senior Loans.

MARKET PRICE OF SHARES
The shares of closed-end management investment companies often trade at a
discount from their net asset value, and the Trust's Shares may likewise trade
at a discount from net asset value. The trading price of the Trust's Shares may
be less than the public offering price. This risk may be greater for investors
who sell their Shares in a relatively short period after completion of the
public offering.

INTEREST RATE RISK
The value of Trust shares will usually change in response to interest rate
fluctuations. When interest rates decline, the value of fixed-rate securities
already held by the Trust can be expected to rise. Conversely, when interest
rates rise, the value of existing fixed-rate portfolio securities can be
expected to decline. Because market interest rates are currently near their
lowest levels in many years, there is a greater than normal risk that the
Trust's portfolio will decline in value due to rising interest rates.
Fluctuations in the value of fixed-rate securities will not affect interest
income on existing securities but will be reflected in the Trust's net asset
value. Fixed-rate securities with longer durations tend to be more sensitive to
changes in interest rates than securities with shorter durations, usually making
them more volatile. Because the Trust's dollar-weighted average duration will
normally not exceed 18 months (including the effects of anticipated leverage),
the Shares' net asset value and market price per Share will tend to fluctuate
more in response to changes in market interest rates than if the Trust invested
mainly in short-term debt securities and less than if the Trust invested mainly
in longer-term debt securities. The Trust may utilize certain strategies,
including taking positions in futures or interest rate swaps, for the purpose of
reducing the interest rate sensitivity of the portfolio and decreasing the

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INVESTMENT OBJECTIVES, POLICIES AND RISKS
--------------------------------------------------------------------------------

Trust's exposure to interest rate risk, although there is no assurance that it
will do so or that such strategies will be successful. The Trust is intended to
have a relatively low level of interest rate risk.

FOREIGN SECURITY RISK
The prices of foreign securities may be affected by factors not present with
U.S. securities, including currency exchange rates, political and economic
conditions, less stringent regulation and higher volatility. As a result, many
foreign securities may be less liquid and more volatile than U.S. securities.

REGULATORY RISK
To the extent that legislation or state or federal regulators that regulate
certain financial institutions impose additional requirements or restrictions
with respect to the ability of such institutions to make loans, particularly in
connection with highly leveraged transactions, the availability of Senior Loans
for investment may be adversely affected. Further, such legislation or
regulation could depress the market value of Senior Loans.

MARKET DISRUPTION
The terrorist attacks in the United States on September 11, 2001 had a
disruptive effect on the securities markets. The Trust cannot predict the
effects of similar events in the future on the U.S. economy. These terrorist
attacks and related events, including the war in Iraq, its aftermath, and
continuing occupation of Iraq by coalition forces, have led to increased
short-term market volatility and may have long-term effects on U.S. and world
economies and markets. A similar disruption of the financial markets could
impact interest rates, auctions, secondary trading, ratings, credit risk,
inflation and other factors relating to the Shares. In particular,
Non-Investment Grade Bonds and Senior Loans tend to be more volatile than higher
rated fixed income securities so that these events and any actions resulting
from them may have a greater impact on the prices and volatility on
Non-Investment Grade Bonds and Senior Loans than on higher rated fixed income
securities.

ANTI-TAKEOVER PROVISIONS
The Trust's Agreement and Declaration of Trust includes provisions that could
have the effect of limiting the ability of other persons or entities to acquire
control of the Trust or to change the composition of its Board. See "Description
of capital structure--Anti-takeover provisions in the Declaration of Trust."

Management of the Trust

BOARD OF TRUSTEES

The management of the Trust, including general supervision of the duties
performed by the Adviser under the Advisory Agreement (as defined below), is the
responsibility of the Trust's Board under the laws of The Commonwealth of
Massachusetts and the 1940 Act.

THE ADVISER


Eaton Vance acts as the Trust's investment adviser under an Investment Advisory
Agreement (the "Advisory Agreement"). The Adviser's principal office is located
at The Eaton Vance Building, 255 State Street, Boston, MA 02109. Eaton Vance,
its affiliates and predecessor companies have been managing assets of
individuals and institutions since 1924 and of investment companies since 1931.
Eaton Vance (or its affiliates) currently serves as the investment adviser to
investment companies and various individual and institutional clients with
combined assets under management of approximately $75 billion as of October 31,
2003. Eaton Vance is an indirect, wholly-owned subsidiary of Eaton


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                                                                              27
<PAGE>
MANAGEMENT OF THE TRUST
--------------------------------------------------------------------------------

Vance Corp., a publicly-held holding company, which through its subsidiaries and
affiliates engages primarily in investment management, administration and
marketing activities.

Under the general supervision of the Trust's Board, the Adviser will carry out
the investment and reinvestment of the assets of the Trust, will furnish
continuously an investment program with respect to the Trust, will determine
which securities should be purchased, sold or exchanged, and will implement such
determinations. The Adviser will furnish to the Trust investment advice and
office facilities, equipment and personnel for servicing the investments of the
Trust. The Adviser will compensate all Trustees and officers of the Trust who
are members of the Adviser's organization and who render investment services to
the Trust, and will also compensate all other Adviser personnel who provide
research and investment services to the Trust. In return for these services,
facilities and payments, the Trust has agreed to pay the Adviser as compensation
under the Advisory Agreement a fee in the amount of 0.75% of the average daily
gross assets of the Trust. Gross assets of the Trust shall be calculated by
deducting accrued liabilities of the Trust not including the amount of any
preferred shares outstanding or the principal amount of any indebtedness for
money borrowed. During periods in which the Trust is using leverage, the fees
paid to Eaton Vance for investment advisory services will be higher than if the
Trust did not use leverage because the fees paid will be calculated on the basis
of the Trust's gross assets, including proceeds from any borrowings and from the
issuance of preferred shares.


Scott H. Page, Payson F. Swaffield and Craig P. Russ are responsible for the
overall and day-to-day management of the Trust's investments. Among other
portfolios, Mr. Page and Mr. Swaffield have each been Eaton Vance portfolio
managers since 1996, and are Vice Presidents of Eaton Vance. They currently
co-manage (i) the following registered closed-end interval funds: Eaton Vance
Prime Rate Reserves, Eaton Vance Advisers Senior Floating-Rate Fund, Eaton Vance
Institutional Senior Floating Rate Fund and Eaton Vance Classic Senior
Floating-Rate Fund; (ii) the following registered open-end funds: Eaton Vance
Floating-Rate Fund and Eaton Vance Floating-Rate High Income Fund (the Senior
Loan portion); (iii) Eaton Vance Senior Income Trust, a registered closed-end
fund listed on the New York Stock Exchange, (iv) Eaton Vance Limited Duration
Income Fund, a registered closed-end fund listed on the New York Stock Exchange
(the Senior Loan portion); and (v) Eaton Vance VT Floating-Rate Income Fund, a
registered open-end fund offered primarily to insurance company separate
accounts, all of which employ investment strategies primarily focused on Senior
Loans. As of October 31, 2003, these funds had combined assets of approximately
$7 billion. Mr. Russ has managed portfolios for institutional clients investing
primarily in Senior Loans since 2001. Mr. Russ has also been an investment
analyst with Eaton Vance since 1997. These clients have assets of approximately
$800 million as of October 31, 2003. See "Additional investment information and
restrictions--Litigation involving Eaton Vance" in the SAI for further
information.


The Trust and the Adviser have adopted a Code of Ethics relating to personal
securities transactions. The Code permits Adviser personnel to invest in
securities (including securities that may be purchased or held by the Trust) for
their own accounts, subject to certain pre-clearance, reporting and other
restrictions and procedures contained in such Code.

Eaton Vance serves as administrator of the Trust but currently receives no
compensation for providing administrative services to the Trust. Under an
Administration Agreement with the Trust ("Administration Agreement"), Eaton
Vance is responsible for managing the business affairs of the Trust, subject to
the supervision of the Trust's Board. Eaton Vance will furnish to the Trust all
office facilities, equipment and personnel for administering the affairs of the
Trust. Eaton Vance's administrative services include recordkeeping, preparation
and filing of documents required to comply with federal and state securities
laws, supervising the activities of the Trust's custodian and transfer agent,
providing assistance in connection with the Trustees' and shareholders'
meetings, providing service in connection with any repurchase offers and other
administrative services necessary to conduct the Trust's business.

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<PAGE>

--------------------------------------------------------------------------------

Distributions

The Trust intends to make monthly distributions of net investment income, after
payment of interest on any outstanding borrowings or dividends on any
outstanding preferred shares. The Trust will distribute annually any net
short-term capital gain and any net capital gain (which is the excess of net
long-term capital gain over short-term capital loss). Distributions to
Shareholders cannot be assured, and the amount of each monthly distribution is
likely to vary. Initial distributions to Shareholders are expected to be
declared approximately 45 days and paid approximately 60 to 90 days after the
completion of this offering depending on market conditions. While there are any
borrowings or preferred shares outstanding, the Trust may not be permitted to
declare any cash dividend or other distribution on its Shares in certain
circumstances. See "Description of capital structure."

FEDERAL INCOME TAX MATTERS

The following discussion of federal income tax matters is based on the advice of
Kirkpatrick & Lockhart LLP, counsel to the Trust.

The Trust intends to make monthly distributions of net investment income after
payment of dividends on any outstanding preferred shares or interest on any
outstanding borrowings. The Trust will distribute annually any net short-term
capital gain (which are taxable as ordinary income) and any net capital gain.
Distributions of the Trust's net capital gains ("capital gain dividends"), if
any, are taxable to Shareholders as long-term capital gains, regardless of the
length of time Shares have been held by Shareholders. Dividends paid to
Shareholders out of the Trust's current and accumulated earnings and profits,
except in the case of capital gain dividends and certain dividends received by
individuals, will be taxable as ordinary income. Dividends with respect to the
Shares generally will not constitute "qualified dividends" for federal income
tax purposes and thus will not be eligible for the new favorable long-term
capital gains tax rates. Distributions, if any, in excess of the Trust's
earnings and profits will first reduce the adjusted tax basis of a holder's
Shares and, after that basis has been reduced to zero, will constitute capital
gains to the Shareholder (assuming the Shares are held as a capital asset). See
below for a summary of the maximum tax rates applicable to capital gains
(including capital gain dividends). Dividends will not qualify for a dividends
received deduction generally available to corporate Shareholders.

The Trust will inform Shareholders of the source and tax status of all
distributions promptly after the close of each calendar year.

Selling Shareholders will generally recognize gain or loss in an amount equal to
the difference between the Shareholder's adjusted tax basis in the Shares sold
and the amount received. If the Shares are held as a capital asset, the gain or
loss will be a capital gain or loss.

The maximum tax rate applicable to net capital gains recognized by individuals
and other non-corporate taxpayers is (i) the same as the maximum ordinary income
tax rate for gains recognized on the sale of capital assets held for one year or
less, (ii) 15% for gains recognized on the sale of capital assets held for more
than one year (as well as certain capital gain dividends) (5% for individuals in
the 10% or 15% tax brackets). Any loss on a disposition of Shares held for six
months or less will be treated as a long-term capital loss to the extent of any
capital gain dividends received with respect to those Shares. For purposes of
determining whether Shares have been held for six months or less, the holding
period is suspended for any periods during which the Shareholder's risk of loss
is diminished as a result of holding one or more other positions in
substantially similar or related property, or through certain options or short
sales. Any loss realized on a sale or exchange of Shares will be disallowed to
the extent those Shares are replaced by other Shares within a period of 61 days
beginning 30 days before and ending 30 days after the date of disposition of the
Shares (whether

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                                                                              29
<PAGE>
DISTRIBUTIONS
--------------------------------------------------------------------------------

through the reinvestment of distributions, which could occur, for example, if
the Shareholder is a participant in the Plan (as defined below) or otherwise).
In that event, the basis of the replacement Shares will be adjusted to reflect
the disallowed loss.

An investor should be aware that, if Shares are purchased shortly before the
record date for any taxable dividend (including a capital gain dividend), the
purchase price likely will reflect the value of the dividend and the investor
then would receive a taxable distribution likely to reduce the trading value of
such Shares, in effect resulting in a taxable return of some of the purchase
price. Taxable distributions to individuals and certain other non-corporate
Shareholders, including those who have not provided their correct taxpayer
identification number and other required certifications, may be subject to
"backup" federal income tax withholding at the fourth lowest rate of tax
applicable to a single individual (in 2003, 28%).

The foregoing briefly summarizes some of the important federal income tax
consequences to Shareholders of investing in Shares, reflects the federal tax
law as of the date of this Prospectus, and does not address special tax rules
applicable to certain types of investors, such as corporate and foreign
investors. Investors should consult their tax advisors regarding other federal,
state or local tax considerations that may be applicable in their particular
circumstances, as well as any proposed tax law changes.

Dividend reinvestment plan

Pursuant to the Trust's dividend reinvestment plan (the "Plan"), a Shareholder
may elect to have all distributions of dividends (including all capital gain
dividends) automatically reinvested in Shares. Shareholders may elect to
participate in the Plan by completing the dividend reinvestment plan application
form. If Shareholders do not participate, such Shareholders will receive all
distributions in cash paid by check mailed directly to them by PFPC Inc., as
dividend paying agent.

PFPC Inc. (the "Plan Agent") serves as agent for the Shareholders in
administering the Plan. Shareholders who elect not to participate in the Plan
will receive all distributions of dividends in cash paid by check mailed
directly to the Shareholder of record (or if the Shares are held in street or
other nominee name, then to the nominee) by PFPC Inc., as disbursing agent.
Participation in the Plan is completely voluntary and may be terminated or
resumed at any time without penalty by written notice if received by the Plan
Agent prior to any dividend record date.

Shares will be acquired by the Plan Agent or an independent broker-dealer for
the participants' accounts, depending upon the circumstances described below,
either (i) through receipt of additional previously authorized but unissued
Shares from the Trust ("newly issued Shares") or (ii) by purchase of outstanding
Shares on the open market ("open-market purchases") on the New York Stock
Exchange or elsewhere. If on the payment date for the dividend, the net asset
value per Share is equal to or less than the market price per Share plus
estimated brokerage commissions (such condition being referred to herein as
"market premium"), the Plan Agent will invest the dividend amount in newly
issued Shares on behalf of the participants. The number of newly issued Shares
to be credited to each participant's account will be determined by dividing the
dollar amount of the dividend by the net asset value per Share on the date the
Shares are issued, provided that the maximum discount from the then current
market price per Share on the date of issuance may not exceed 5%. If on the
dividend payment date the net asset value per Share is greater than the market
value plus estimated brokerage commissions (such condition being referred to
herein as "market discount"), the Plan Agent will invest the dividend amount in
Shares acquired on behalf of the participants in open-market purchases.

In the event of a market discount on the dividend payment date, the Plan Agent
will have up to 30 days after the dividend payment date to invest the dividend
amount in Shares acquired in open-

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 30
<PAGE>
DIVIDEND REINVESTMENT PLAN
--------------------------------------------------------------------------------

market purchases. If, before the Plan Agent has completed its open-market
purchases, the market price of a Share exceeds the net asset value per Share,
the average per Share purchase price paid by the Plan Agent may exceed the net
asset value of the Trust's Shares, resulting in the acquisition of fewer Shares
than if the dividend had been paid in newly issued Shares on the dividend
payment date. Therefore, the Plan provides that if the Plan Agent is unable to
invest the full dividend amount in open-market purchases during the purchase
period or if the market discount shifts to a market premium during the purchase
period, the Plan Agent will cease making open-market purchases and will invest
the uninvested portion of the dividend amount in newly issued Shares.

The Plan Agent maintains all Shareholders' accounts in the Plan and furnishes
written confirmation of all transactions in the accounts, including information
needed by Shareholders for tax records. Shares in the account of each Plan
participant will be held by the Plan Agent on behalf of the Plan participant,
and each Shareholder proxy will include those Shares purchased or received
pursuant to the Plan. The Plan Agent will forward all proxy solicitation
materials to participants and vote proxies for Shares held pursuant to the Plan
in accordance with the instructions of the participants.

In the case of Shareholders such as banks, brokers or nominees that hold Shares
for others who are the beneficial owners, the Plan Agent will administer the
Plan on the basis of the number of Shares certified from time to time by the
record Shareholder's name and held for the account of beneficial owners who
participate in the Plan.

There will be no brokerage charges with respect to Shares issued directly by the
Trust as a result of dividends payable either in Shares or in cash. However,
each participant will pay a pro rata share of brokerage commissions incurred
with respect to the Plan Agent's open-market purchases in connection with the
reinvestment of dividends.

Shareholders participating in the Plan may receive benefits not available to
Shareholders not participating in the Plan. If the market price (plus
commissions) of the Trust's Shares is above their net asset value, participants
in the Plan will receive Shares of the Trust at less than they could otherwise
purchase them and will have Shares with a cash value greater than the value of
any cash distribution they would have received on their Shares. If the market
price plus commissions is below the net asset value, participants will receive
distributions in Shares with a net asset value greater than the per Share value
of any cash distribution they would have received on their Shares. However,
there may be insufficient Shares available in the market to make distributions
in Shares at prices below the net asset value. Also, since the Trust does not
redeem its Shares, the price on resale may be more or less than the net asset
value.

Experience under the Plan may indicate that changes are desirable. Accordingly,
upon 30 days' notice to Plan participants, the Trust reserves the right to amend
or terminate the Plan. Shareholders will be charged a $5.00 service charge and
pay brokerage charges if such Shareholder directs the Plan Agent to sell Shares
held in a dividend reinvestment account.

All correspondence concerning the Plan should be directed to the Plan Agent at
PFPC Inc., P.O. Box 43027, Providence, RI 02940-3027. Please call 1-800-331-1710
between the hours of 9:00 a.m. and 5:00 p.m. Eastern Standard Time if you have
questions regarding the Plan.

Description of capital structure

The Trust is an unincorporated business trust established under the laws of The
Commonwealth of Massachusetts by an Agreement and Declaration of Trust dated
August 5, 2003 and filed with the Secretary of The Commonwealth on August 6,
2003 (the "Declaration of Trust"). The Declaration of Trust provides that the
Trustees of the Trust may authorize separate classes of shares of beneficial

--------------------------------------------------------------------------------
                                                                              31
<PAGE>
DESCRIPTION OF CAPITAL STRUCTURE
--------------------------------------------------------------------------------

interest. The Trustees have authorized an unlimited number of Shares. The Trust
intends to hold annual meetings of Shareholders in compliance with the
requirements of the New York Stock Exchange.

SHARES
The Declaration of Trust permits the Trust to issue an unlimited number of full
and fractional Shares. Each Share represents an equal proportionate interest in
the assets of the Trust with each other Share in the Trust. Holders of Shares
will be entitled to the payment of dividends when, as and if declared by the
Board. The 1940 Act or the terms of any borrowings or preferred shares may limit
the payment of dividends to the holders of Shares. Each whole Share shall be
entitled to one vote as to matters on which it is entitled to vote pursuant to
the terms of the Declaration of Trust on file with the SEC. Upon liquidation of
the Trust, after paying or adequately providing for the payment of all
liabilities of the Trust and the liquidation preference with respect to any
outstanding preferred shares, and upon receipt of such releases, indemnities and
refunding agreements as they deem necessary for their protection, the Trustees
may distribute the remaining assets of the Trust among the holders of the
Shares. The Declaration of Trust provides that Shareholders are not liable for
any liabilities of the Trust, requires inclusion of a clause to that effect in
every agreement entered into by the Trust and indemnifies shareholders against
any such liability. Although shareholders of an unincorporated business trust
established under Massachusetts law, in certain limited circumstances, may be
held personally liable for the obligations of the Trust as though they were
general partners, the provisions of the Declaration of Trust described in the
foregoing sentence make the likelihood of such personal liability remote.

While there are any borrowings or preferred shares outstanding, the Trust may
not be permitted to declare any cash dividend or other distribution on its
Shares, unless at the time of such declaration, (i) all accrued dividends on
preferred shares or accrued interest on borrowings have been paid and (ii) the
value of the Trust's total assets (determined after deducting the amount of such
dividend or other distribution), less all liabilities and indebtedness of the
Trust not represented by senior securities, is at least 300% of the aggregate
amount of such securities representing indebtedness and at least 200% of the
aggregate amount of securities representing indebtedness plus the aggregate
liquidation value of the outstanding preferred shares (expected to equal the
aggregate original purchase price of the outstanding preferred shares plus
redemption premium, if any, together with any accrued and unpaid dividends
thereon, whether or not earned or declared and on a cumulative basis). In
addition to the requirements of the 1940 Act, the Trust may be required to
comply with other asset coverage requirements as a condition of the Trust
obtaining a rating of the preferred shares from a Rating Agency. These
requirements may include an asset coverage test more stringent than under the
1940 Act. This limitation on the Trust's ability to make distributions on its
Shares could in certain circumstances impair the ability of the Trust to
maintain its qualification for taxation as a regulated investment company for
federal income tax purposes. The Trust intends, however, to the extent possible
to purchase or redeem preferred shares or reduce borrowings from time to time to
maintain compliance with such asset coverage requirements and may pay special
dividends to the holders of the preferred shares in certain circumstances in
connection with any such impairment of the Trust's status as a regulated
investment company. See "Investment objectives, policies and risks" and
"Distributions and taxes." Depending on the timing of any such redemption or
repayment, the Trust may be required to pay a premium in addition to the
liquidation preference of the preferred shares to the holders thereof.

The Trust has no present intention of offering additional Shares, except as
described herein. Other offerings of its Shares, if made, will require approval
of the Board. Any additional offering will not be sold at a price per Share
below the then current net asset value (exclusive of underwriting discounts

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<PAGE>
DESCRIPTION OF CAPITAL STRUCTURE
--------------------------------------------------------------------------------

and commissions) except in connection with an offering to existing Shareholders
or with the consent of a majority of the Trust's outstanding Shares. The Shares
have no preemptive rights.

The Trust generally will not issue Share certificates. However, upon written
request to the Trust's transfer agent, a share certificate will be issued for
any or all of the full Shares credited to an investor's account. Share
certificates that have been issued to an investor may be returned at any time.

REPURCHASE OF SHARES AND OTHER DISCOUNT MEASURES
Because shares of closed-end management investment companies frequently trade at
a discount to their net asset values, the Board has determined that from time to
time it may be in the interest of Shareholders for the Trust to take corrective
actions. The Board, in consultation with Eaton Vance, will review at least
annually the possibility of open market repurchases and/or tender offers for the

Shares and will consider such factors as the market price of the Shares, the net
asset value of the Shares, the liquidity of the assets of the Trust, effect on
the Trust's expenses, whether such transactions would impair the Trust's status
as a regulated investment company or result in a failure to comply with
applicable asset coverage requirements, general economic conditions and such
other events or conditions which may have a material effect on the Trust's
ability to consummate such transactions. There are no assurances that the Board
will, in fact, decide to undertake either of these actions or if undertaken,
that such actions will result in the Trust's Shares trading at a price which is
equal to or approximates their net asset value. In recognition of the
possibility that the Shares might trade at a discount to net asset value and
that any such discount may not be in the interest of Shareholders, the Board, in
consultation with Eaton Vance, from time to time may review possible actions to
reduce any such discount.

PREFERRED SHARES
The Declaration of Trust authorizes the issuance of an unlimited number of
shares of beneficial interest with preference rights, including preferred shares
(the "preferred shares"), having a par value of $0.01 per share, in one or more
series, with rights as determined by the Board, by action of the Board without
the approval of the Shareholders.

Under the requirements of the 1940 Act, the Trust must, immediately after the
issuance of any preferred shares, have an "asset coverage" of at least 200%.
Asset coverage means the ratio which the value of the total assets of the Trust,
less all liability and indebtedness not represented by senior securities (as
defined in the 1940 Act), bears to the aggregate amount of senior securities
representing indebtedness of the Trust, if any, plus the aggregate liquidation
preference of the preferred shares. If the Trust seeks a rating of the preferred
shares, asset coverage requirements, in addition to those set forth in the 1940
Act, may be imposed. The liquidation value of the preferred shares is expected
to equal their aggregate original purchase price plus redemption premium, if
any, together with any accrued and unpaid dividends thereon (on a cumulative
basis), whether or not earned or declared. The terms of the preferred shares,
including their dividend rate, voting rights, liquidation preference and
redemption provisions, will be determined by the Board (subject to applicable
law and the Trust's Declaration of Trust) if and when it authorizes the
preferred shares. The Trust may issue preferred shares that provide for the
periodic redetermination of the dividend rate at relatively short intervals
through an auction or remarketing procedure, although the terms of the preferred
shares may also enable the Trust to lengthen such intervals. At times, the
dividend rate as redetermined on the Trust's preferred shares may approach or
exceed the Trust's return after expenses on the investment of proceeds from the
preferred shares and the Trust's leverage structure would result in a lower rate
of return to Shareholders than if the Trust were not so structured.

In the event of any voluntary or involuntary liquidation, dissolution or winding
up of the Trust, the terms of any preferred shares may entitle the holders of
preferred shares to receive a preferential

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                                                                              33
<PAGE>
DESCRIPTION OF CAPITAL STRUCTURE
--------------------------------------------------------------------------------

liquidating distribution (expected to equal the original purchase price per
preferred share plus redemption premium, if any, together with accrued and
unpaid dividends, whether or not earned or declared and on a cumulative basis)
before any distribution of assets is made to holders of Shares. After payment of
the full amount of the liquidating distribution to which they are entitled, the
preferred shareholders would not be entitled to any further participation in any
distribution of assets by the Trust.

Holders of preferred shares, voting as a class, shall be entitled to elect two
of the Trust's Trustees. Under the 1940 Act, if at any time dividends on the
preferred shares are unpaid in an amount equal to two full years' dividends
thereon, the holders of all outstanding preferred shares, voting as a class,
will be allowed to elect a majority of the Trust's Trustees until all dividends
in default have been paid or declared and set apart for payment. In addition, if
required by the Rating Agency rating the preferred shares or if the Board
determines it to be in the best interests of the Shareholders, issuance of the
preferred shares may result in more restrictive provisions than required by the
1940 Act being imposed. In this regard, holders of the preferred shares may be
entitled to elect a majority of the Trust's Board in other circumstances, for
example, if one payment on the preferred shares is in arrears.

The Trust currently intends to seek a AAA/Aaa credit rating for the preferred
shares from a Rating Agency. The Trust intends that, as long as preferred shares
are outstanding, the composition of its portfolio will reflect guidelines
established by such Rating Agency. Although, as of the date hereof, no such
Rating Agency has established guidelines relating to the preferred shares, based
on previous guidelines established by such Rating Agencies for the securities of
other issuers, the Trust anticipates that the guidelines with respect to the
preferred shares will establish a set of tests for portfolio composition and
asset coverage that supplement (and in some cases are more restrictive than) the
applicable requirements under the 1940 Act. Although, at this time, no assurance
can be given as to the nature or extent of the guidelines which may be imposed
in connection with obtaining a rating of the preferred shares, the Trust
currently anticipates that such guidelines will include asset coverage
requirements which are more restrictive than those under the 1940 Act,
restrictions on certain portfolio investments and investment practices,
requirements that the Trust maintain a portion of its assets in short-term,
high-quality, fixed-income securities and certain mandatory redemption
requirements relating to the preferred shares. No assurance can be given that
the guidelines actually imposed with respect to the preferred shares by such
Rating Agency will be more or less restrictive than as described in this
Prospectus.

ANTI-TAKEOVER PROVISIONS IN THE DECLARATION OF TRUST
The Declaration of Trust includes provisions that could have the effect of
limiting the ability of other entities or persons to acquire control of the
Trust or to change the composition of its Board, and could have the effect of
depriving Shareholders of an opportunity to sell their Shares at a premium over
prevailing market prices by discouraging a third party from seeking to obtain
control of the Trust. These provisions may have the effect of discouraging
attempts to acquire control of the Trust, which attempts could have the effect
of increasing the expenses of the Trust and interfering with the normal
operation of the Trust. The Board is divided into three classes, with the term
of one class expiring at each annual meeting of Shareholders. At each annual
meeting, one class of Trustees is elected to a three-year term. This provision
could delay for up to two years the replacement of a majority of the Board. A
Trustee may be removed from office only for cause by a written instrument signed
by the remaining Trustees or by a vote of the holders of at least two-thirds of
the class of shares of the Trust that elected such Trustee and are entitled to
vote on the matter.

In addition, the Declaration of Trust requires the favorable vote of the holders
of at least 75% of the outstanding shares of each class of the Trust, voting as
a class, then entitled to vote to approve, adopt or authorize certain
transactions with 5%-or-greater holders of a class of shares and their
associates,

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 34
<PAGE>
DESCRIPTION OF CAPITAL STRUCTURE
--------------------------------------------------------------------------------

unless the Board shall by resolution have approved a memorandum of understanding
with such holders, in which case normal voting requirements would be in effect.
For purposes of these provisions, a 5%-or-greater holder of a class of shares (a
"Principal Shareholder") refers to any person who, whether directly or
indirectly and whether alone or together with its affiliates and associates,
beneficially owns 5% or more of the outstanding shares of any class of
beneficial interest of the Trust. The transactions subject to these special
approval requirements are: (i) the merger or consolidation of the Trust or any
subsidiary of the Trust with or into any Principal Shareholder; (ii) the
issuance of any securities of the Trust to any Principal Shareholder for cash;
(iii) the sale, lease or exchange of all or any substantial part of the assets
of the Trust to any Principal Shareholder (except assets having an aggregate
fair market value of less than $1,000,000, aggregating for the purpose of such
computation all assets sold, leased or exchanged in any series of similar
transactions within a twelve-month period); or (iv) the sale, lease or exchange
to the Trust or any subsidiary thereof, in exchange for securities of the Trust,
of any assets of any Principal Shareholder (except assets having an aggregate
fair market value of less than $1,000,000, aggregating for the purposes of such
computation all assets sold, leased or exchanged in any series of similar
transactions within a twelve-month period).

The Board has determined that provisions with respect to the Board and the 75%
voting requirements described above, which voting requirements are greater than
the minimum requirements under Massachusetts law or the 1940 Act, are in the
best interest of Shareholders generally. Reference should be made to the
Declaration of Trust on file with the SEC for the full text of these provisions.

CONVERSION TO OPEN-END FUND
The Trust may be converted to an open-end management investment company at any
time if approved by the lesser of (i) two-thirds or more of the Trust's then
outstanding Shares and preferred shares (if any), each voting separately as a
class, or (ii) more than 50% of the then outstanding Shares and preferred shares
(if any), voting separately as a class if such conversion is recommended by at
least 75% of the Trustees then in office. If approved in the foregoing manner,
conversion of the Trust could not occur until 90 days after the shareholders'
meeting at which such conversion was approved and would also require at least 30
days' prior notice to all shareholders. The composition of the Trust's portfolio
likely would prohibit the Trust from complying with regulations of the SEC
applicable to open-end management investment companies. Accordingly, conversion
likely would require significant changes in the Trust's investment policies and
liquidation of a substantial portion of its relatively illiquid portfolio.
Conversion of the Trust to an open-end management investment company also would
require the redemption of any outstanding preferred shares and could require the
repayment of borrowings, which would eliminate the leveraged capital structure
of the Trust with respect to the Shares. In the event of conversion, the Shares
would cease to be listed on the New York Stock Exchange or other national
securities exchange or market system. The Board believes that the closed-end
structure is desirable, given the Trust's investment objectives and policies.
Investors should assume, therefore, that it is unlikely that the Board would
vote to convert the Trust to an open-end management investment company.
Shareholders of an open-end management investment company may require the
company to redeem their shares at any time (except in certain circumstances as
authorized by or under the 1940 Act) at their net asset value, less such
redemption charge, if any, as might be in effect at the time of a redemption. If
the Trust were to convert to an open-end investment company, the Trust expects
it would pay all such redemption requests in cash, but likely would reserve the
right to pay redemption requests in a combination of cash or securities. If such
partial payment in securities were made, investors may incur brokerage costs in
converting such securities to cash. If the Trust were converted to an open-end
fund, it is likely that new Shares would be sold at net asset value plus a sales
load.

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                                                                              35
<PAGE>

--------------------------------------------------------------------------------

Underwriting

The underwriters named below (the "Underwriters"), acting through UBS Securities
LLC, 299 Park Avenue, New York, New York and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, 4 World Financial Center, New York, New York as lead
managers and A.G. Edwards & Sons, Inc., RBC Dain Rauscher Incorporated, Wachovia
Capital Markets, LLC, J.J.B. Hilliard, W.L. Lyons, Inc., Janney Montgomery Scott
LLC, Quick & Reilly, Inc., a FleetBoston Financial Company and Ryan, Beck & Co.,
Inc. as their representatives (together with the lead managers, the
"Representatives"), have severally agreed, subject to the terms and conditions
of the Underwriting Agreement with the Trust and Eaton Vance (the "Underwriting
Agreement"), to purchase from the Trust the number of Shares set forth opposite
their respective names. The Underwriters are committed to purchase and pay for
all of such Shares (other than those covered by the over-allotment option
described below) if any are purchased.

<Table>
<Caption>
                                                                 NUMBER OF
                        UNDERWRITERS                              SHARES
----------------------------------------------------------------------------
<S>                                                            <C>
UBS Securities LLC..........................................
Merrill Lynch, Pierce, Fenner & Smith
             Incorporated...................................
A.G. Edwards & Sons, Inc. ..................................
RBC Dain Rauscher Incorporated..............................
Wachovia Capital Markets, LLC...............................
J.J.B. Hilliard, W.L. Lyons, Inc. ..........................
Janney Montgomery Scott LLC.................................
Quick & Reilly, Inc., a FleetBoston Financial Company.......
Ryan, Beck & Co., Inc. .....................................

  Total.....................................................
</Table>

The Trust has granted to the Underwriters an option, exercisable for 45 days
from the date of this Prospectus, to purchase up to an additional
Shares to cover over-allotments, if any, at the initial offering price. The
Underwriters may exercise such option solely for the purpose of covering
underwriting over-allotments incurred in the sale of the Shares offered hereby.
To the extent that the Underwriters exercise this option, each of the
Underwriters will have a firm commitment, subject to certain conditions, to
purchase an additional number of Shares proportionate to such Underwriter's
initial commitment.

The Trust has agreed to pay a commission to the Underwriters in the amount of
$0.90 per Share (4.5% of the public offering price per Share). The
Representatives have advised the Trust that the Underwriters may pay up to $
per Share from such commission to selected dealers who sell the Shares and that
such dealers may reallow a concession of up to $   per Share to certain other
dealers who sell Shares. Eaton Vance or an affiliate has agreed to (i) reimburse
all organizational costs and (ii) pay all offering costs of the Trust that
exceed $0.04 per Share. Investors must pay for any Shares purchased on or before
          , 2003.

Prior to this offering, there has been no public market for the Shares or any
other securities of the Trust. Consequently, the offering price for the Shares
was determined by negotiation among the Trust and the Representatives. There can
be no assurance, however, that the price at which Shares sell after this
offering will not be lower than the price at which they are sold by the
Underwriters or that an active trading market in the Shares will develop and
continue after this offering. The minimum investment requirement is 100 Shares
($2,000).

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<PAGE>
UNDERWRITING
--------------------------------------------------------------------------------

The Trust and Eaton Vance have each agreed to indemnify the several Underwriters
for or to contribute to the losses arising out of certain liabilities, including
liabilities under the Securities Act of 1933, as amended.

The Trust has agreed not to offer, sell or register with the Securities and
Exchange Commission any additional equity securities of the Trust, other than
issuances of Shares, including pursuant to the Trust's Plan, and issuances in
connection with any preferred shares, each as contemplated in this Prospectus,
for a period of 180 days after the date of the Underwriting Agreement without
the prior written consent of the Representatives.

The Representatives have informed the Trust that the Underwriters do not intend
to confirm sale to any accounts over which they exercise discretionary
authority.

In connection with this offering, the Underwriters may purchase and sell Shares
in the open market. These transactions may include over-allotment and
stabilizing transactions and purchases to cover syndicate short positions
created in connection with this offering. Stabilizing transactions consist of
certain bids or purchases for the purpose of preventing or retarding a decline
in the market price of the Shares and syndicate short positions involve the sale
by the Underwriters of a greater number of Shares than they are required to
purchase from the Trust in this offering. The Underwriters also may impose a
penalty bid, whereby selling concessions allowed to syndicate members or other
broker-dealers in respect of the Shares sold in this offering for their account
may be reclaimed by the syndicate if such Shares are repurchased by the
syndicate in stabilizing or covering transactions. These activities may
stabilize, maintain or otherwise affect the market price of the Shares, which
may be higher than the price that might otherwise prevail in the open market;
and these activities, if commenced, may be discontinued at any time without
notice. These transactions may be effected on the New York Stock Exchange or
otherwise.

The Trust anticipates that the Representatives and certain other Underwriters
may from time to time act as brokers or dealers in connection with the execution
of its portfolio transactions after they have ceased to be Underwriters and,
subject to certain restrictions, may act as such brokers while they are
Underwriters.

In connection with the offering, certain of the Underwriters or selected dealers
may distribute prospectuses electronically.

The Trust has agreed to reimburse the Underwriters for certain legal expenses in
an amount up to $25,000 (which is      % of the aggregate initial offering price
of the Shares offered hereby).

Eaton Vance (and not the Trust) has agreed to pay to certain qualifying
Underwriters who meet specified sales targets ("Qualifying Underwriters"),
quarterly in arrears, an annual fee of up to 0.15% of the Trust's average daily
gross assets attributable to Shares sold by such Qualifying Underwriters
(including a proportionate share of assets acquired using leverage). Such sales
targets may be waived or lowered with respect to any Underwriter in the sole
discretion of Eaton Vance. These fee payments will remain in effect only so long
as the Advisory Agreement remains in effect between the Trust and Eaton Vance or
any successor in interest or affiliate of Eaton Vance, as and to the extent that
such Advisory Agreement is renewed periodically in accordance with the 1940 Act.
The sum of the additional compensation payable to the Qualifying Underwriters
will not exceed      % of the aggregate initial offering price of the Shares
offered hereby.

As described below under "Shareholder Servicing Agent, Custodian and Transfer
Agent," UBS Securities LLC will provide shareholder services to the Trust
pursuant to a shareholder servicing agreement with Eaton Vance.

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                                                                              37
<PAGE>

--------------------------------------------------------------------------------

Shareholder Servicing Agent, Custodian and Transfer Agent

Pursuant to a shareholder servicing agreement (the "Shareholder Servicing
Agreement") between UBS Securities LLC (the "Shareholder Servicing Agent") and
Eaton Vance, the Shareholder Servicing Agent will (i) at the request of and as
specified by Eaton Vance, undertake to make available public information
pertaining to the Trust on an ongoing basis and to communicate to investors and
prospective investors the Trust's features and benefits (including arranging
periodic seminars or conference calls for Eaton Vance to communicate to
investors, responding to questions from current or prospective Shareholders and
contacting specific Shareholders, where appropriate), provided that services
shall not include customary market research information provided by the
Shareholder Servicing Agent or its registered broker-dealer affiliates in the
ordinary course of their business; (ii) at the request of and as specified by
Eaton Vance, make available to investors and prospective investors market price,
net asset value, yield and other information regarding the Trust (provided that
services shall not include customary market research information provided by the
Shareholder Servicing Agent or its registered broker-dealer affiliates in the
ordinary course of their business), if reasonably obtainable, for the purpose of
maintaining the visibility of the Trust in the investor community; (iii) at the
request of Eaton Vance or the Trust, provide certain economic research and
statistical information and reports, if reasonably obtainable, to Eaton Vance or
the Trust and consult with representatives of Eaton Vance and/or Trustees of the
Trust in connection therewith, which information and reports shall include: (a)
statistical and financial market information with respect to the Trust's market
performance; and (b) comparative information regarding the Trust and other
closed-end management investment companies with respect to (1) the net asset
value of their respective shares, (2) the respective market performance of the
Trust and such other companies, and (3) other relevant performance indicators.
Except as legally required, such information and reports may not be quoted or
referred to, orally or in writing, reproduced or disseminated by the Trust or
any of its affiliates or any of their agents, without the prior written consent
of the Shareholder Servicing Agent, which consent will not be unreasonably
withheld; and (iv) at the request of Eaton Vance or the Trust, provide
information to and consult with Eaton Vance and/or the Board of Trustees of the
Trust with respect to applicable strategies designed to address market value
discounts, which may include share repurchases, tender offers, modifications to
dividend policies or capital structure, repositioning or restructuring of the
Trust, conversion of the Trust to an open-end investment company, liquidation or
merger; including providing information concerning the use and impact of the
above strategic alternatives by other market participants; provided, however,
that under the terms of the Shareholder Servicing Agreement, the Shareholder
Servicing Agent is not obligated to render any opinions, valuations or
recommendations of any kind or to perform any such similar services. For these
services, Eaton Vance will pay the Shareholder Servicing Agent a fee computed
daily and payable quarterly equal, on an annual basis, to 0.10% of the Trust's
average daily gross assets. The sum of the payments payable to the Shareholder
Servicing Agent under the Shareholder Servicing Agreement will not exceed      %
of the aggregate initial offering price of the Shares offered hereby. Under the
terms of the Shareholder Servicing Agreement, the Shareholder Servicing Agent is
relieved from liability to Eaton Vance or the Trust for any act or omission to
act in the course of its performance under the Shareholder Servicing Agreement
in the absence of bad faith, gross negligence or willful misconduct on the part
of the Shareholder Servicing Agent. The Shareholder Servicing Agreement will
continue so long as the Advisory Agreement remains in effect between the Trust
and the Adviser or any successor in interest or affiliate of the Adviser, as and
to the extent that such Advisory Agreement is renewed periodically in accordance
with the 1940 Act.

Investors Bank & Trust Company ("IBT"), 200 Clarendon Street, Boston,
Massachusetts 02116 is the custodian of the Trust and will maintain custody of
the securities and cash of the Trust. IBT maintains the Trust's general ledger
and computes net asset value per share at least weekly. IBT also attends to
details in connection with the sale, exchange, substitution, transfer and other
dealings with the Trust's

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 38
<PAGE>
SHAREHOLDER SERVICING AGENT, CUSTODIAN AND TRANSFER AGENT
--------------------------------------------------------------------------------

investments and receives and disburses all funds. IBT also assists in
preparation of shareholder reports and the electronic filing of such reports
with the SEC.

PFPC Inc., P.O. Box 43027, Providence, Rhode Island 02940-3027 is the transfer
agent and dividend disbursing agent of the Trust.

Legal opinions

Certain legal matters in connection with the Shares will be passed upon for the
Trust by Kirkpatrick & Lockhart LLP, Boston, Massachusetts, and for the
Underwriters by Skadden, Arps, Slate, Meagher & Flom (Illinois), Chicago,
Illinois.

Reports to Shareholders

The Trust will send to Shareholders unaudited semi-annual and audited annual
reports, including a list of investments held.

Independent auditors

Deloitte & Touche LLP, Boston, Massachusetts, are the independent auditors for
the Trust and will audit the Trust's financial statements.

Additional information

The Prospectus and the Statement of Additional Information do not contain all of
the information set forth in the Registration Statement that the Trust has filed
with the SEC. The complete Registration Statement may be obtained from the SEC
upon payment of the fee prescribed by its rules and regulations. The Statement
of Additional Information can be obtained without charge by calling
1-800-225-6265.

Statements contained in this Prospectus as to the contents of any contract or
other documents referred to are not necessarily complete, and, in each instance,
reference is made to the copy of such contract or other document filed as an
exhibit to the Registration Statement of which this Prospectus forms a part,
each such statement being qualified in all respects by such reference.

--------------------------------------------------------------------------------
                                                                              39
<PAGE>

--------------------------------------------------------------------------------

Table of contents for the Statement of Additional Information


<Table>
<S>                                                           <C>
Additional investment information and restrictions..........    2
Trustees and officers.......................................   14
Investment advisory and other services......................   22
Determination of net asset value............................   24
Portfolio trading...........................................   25
Taxes.......................................................   27
Other information...........................................   30
Independent auditors........................................   30
Financial statements........................................   31
Appendix A: Ratings.........................................  A-1
Appendix B: Performance related and comparative
  information...............................................  B-1
</Table>


The Trust's privacy policy

The Trust is committed to ensuring your financial privacy. This notice is being
sent to comply with privacy regulations of the Securities and Exchange
Commission. The Trust has in effect the following policy with respect to
nonpublic personal information about its customers:

- Only such information received from you, through application forms or
  otherwise, and information about your Trust transactions will be collected.

- None of such information about you (or former customers) will be disclosed to
  anyone, except as permitted by law (which includes disclosure to employees
  necessary to service your account).

- Policies and procedures (including physical, electronic and procedural
  safeguards) are in place that are designed to protect the confidentiality of
  such information.

For more information about the Trust's privacy policies call 1-800-262-1122.

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<PAGE>

                               [EATON VANCE LOGO]
<PAGE>


STATEMENT OF ADDITIONAL INFORMATION    SUBJECT TO COMPLETION   NOVEMBER 20, 2003

--------------------------------------------------------------------------------

STATEMENT OF ADDITIONAL INFORMATION
              , 2003

EATON VANCE SENIOR FLOATING-RATE TRUST

THE EATON VANCE BUILDING
255 STATE STREET
BOSTON, MASSACHUSETTS 02109
(800) 225-6265

TABLE OF CONTENTS
--------------------------------------------------------------------------------


<Table>
<Caption>
                                                              PAGE
                                                              ----
<S>                                                           <C>
Additional investment information and restrictions..........    2
Trustees and officers.......................................   14
Investment advisory and other services......................   22
Determination of net asset value............................   24
Portfolio trading...........................................   25
Taxes.......................................................   27
Other information...........................................   30
Independent auditors........................................   30
Statement Of Assets And Liabilities.........................   31
Notes to financial statements...............................   33
APPENDIX A: Ratings.........................................  A-1
APPENDIX B: Performance related and comparative
  information...............................................  B-1
</Table>


THIS STATEMENT OF ADDITIONAL INFORMATION ("SAI") IS NOT A PROSPECTUS AND IS
AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR
ACCOMPANIED BY THE PROSPECTUS OF EATON VANCE SENIOR FLOATING-RATE TRUST (THE
"TRUST") DATED           , 2003, AS SUPPLEMENTED FROM TIME TO TIME, WHICH IS
INCORPORATED HEREIN BY REFERENCE. THIS SAI SHOULD BE READ IN CONJUNCTION WITH
SUCH PROSPECTUS, A COPY OF WHICH MAY BE OBTAINED WITHOUT CHARGE BY CONTACTING
YOUR FINANCIAL INTERMEDIARY OR CALLING THE TRUST AT 1-800-225-6265.

THE INFORMATION IN THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT COMPLETE AND
MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
STATEMENT OF ADDITIONAL INFORMATION, WHICH IS NOT A PROSPECTUS, IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>

Capitalized terms used in this SAI and not otherwise defined have the meanings
given them in the Trust's Prospectus.

Additional investment information and restrictions

Primary investment strategies are described in the Prospectus. The following is
a description of the various investment policies that may be engaged in, whether
as a primary or secondary strategy, and a summary of certain attendant risks.
Eaton Vance may not buy any of the following instruments or use any of the
following techniques unless it believes that doing so will help to achieve the
Trust's investment objectives.

SENIOR LOANS

STRUCTURE OF SENIOR LOANS
A Senior Loan is typically originated, negotiated and structured by a U.S. or
foreign commercial bank, insurance company, finance company or other financial
institution (the "Agent") for a group of loan investors ("Loan Investors"). The
Agent typically administers and enforces the Senior Loan on behalf of the other
Loan Investors in the syndicate. In addition, an institution, typically but not
always the Agent, holds any collateral on behalf of the Loan Investors.

Senior Loans primarily include senior floating rate loans to corporations and
secondarily institutionally traded senior floating rate debt obligations issued
by an asset-backed pool, and interests therein. Loan interests primarily take
the form of assignments purchased in the primary or secondary market. Loan
interests may also take the form of participation interests in a Senior Loan.
Such loan interests may be acquired from U.S. or foreign commercial banks,
insurance companies, finance companies or other financial institutions who have
made loans or are Loan Investors or from other investors in loan interests.

The Trust typically purchases "Assignments" from the Agent or other Loan
Investors. The purchaser of an Assignment typically succeeds to all the rights
and obligations under the Loan Agreement of the assigning Loan Investor and
becomes a Loan Investor under the Loan Agreement with the same rights and
obligations as the assigning Loan Investor. Assignments may, however, be
arranged through private negotiations between potential assignees and potential
assignors, and the rights and obligations acquired by the purchaser of an
Assignment may differ from, and be more limited than, those held by the
assigning Loan Investor.

The Trust also may invest in "Participations." Participations by the Trust in a
Loan Investor's portion of a Senior Loan typically will result in the Trust
having a contractual relationship only with such Loan Investor, not with the
Borrower. As a result, the Trust may have the right to receive payments of
principal, interest and any fees to which it is entitled only from the Loan
Investor selling the Participation and only upon receipt by such Loan Investor
of such payments from the Borrower. In connection with purchasing
Participations, the Trust generally will have no right to enforce compliance by
the Borrower with the terms of the loan agreement, nor any rights with respect
to any funds acquired by other Loan Investors through set-off against the
Borrower and the Trust may not directly benefit from the collateral supporting
the Senior Loan in which it has purchased the Participation. As a result, the
Trust may assume the credit risk of both the Borrower and the Loan Investor
selling the Participation. In the event of the insolvency of the Loan Investor
selling a Participation, the Trust may be treated as a general creditor of such
Loan Investor. The selling Loan Investors and other persons interpositioned
between such Loan Investors and the Trust with respect to such Participations
will likely conduct their principal business activities in the banking, finance
and financial services industries. Persons engaged in such industries may be
more susceptible to, among other things, fluctuations in interest rates, changes
in the Federal Open Market Committee's monetary policy, governmental regulations
concerning such industries and concerning capital raising activities generally
and fluctuations in the financial markets generally.

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ADDITIONAL INVESTMENT INFORMATION AND RESTRICTIONS
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The Trust will only acquire Participations if the Loan Investor selling the
Participation, and any other persons interpositioned between the Trust and the
Loan Investor, at the time of investment has outstanding debt or deposit
obligations rated investment grade (BBB or A-3 or higher by Standard & Poor's
Ratings Group ("S&P") or Baa or P-3 or higher by Moody's Investors Service, Inc.
("Moody's") or comparably rated by another nationally recognized rating agency)
or determined by the Adviser to be of comparable quality. Securities rated Baa
by Moody's have speculative characteristics. Long-term debt rated BBB by S&P is
regarded by S&P as having adequate capacity to pay interest and repay principal
and debt rated Baa by Moody's is regarded by Moody's as a medium grade
obligation, i.e., it is neither highly protected nor poorly secured. Commercial
paper rated A-3 by S&P indicates that S&P believes such obligations exhibit
adequate protection parameters but that adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity of the obligor to
meet its financial commitment on the obligation and issues of commercial paper
rated P-3 by Moody's are considered by Moody's to have an acceptable ability for
repayment of senior short-term obligations. The effect of industry
characteristics and market compositions may be more pronounced. Indebtedness of
companies whose creditworthiness is poor involves substantially greater risks,
and may be highly speculative. Some companies may never pay off their
indebtedness, or may pay only a small fraction of the amount owed. Consequently,
when investing in indebtedness of companies with poor credit, the Trust bears a
substantial risk of losing the entire amount invested.

The following table is intended to provide investors with a comparison of
short-term money market rates, a representative base commercial lending rate,
and a representative indicator of the premium over such base lending rate for
Senior Loans. This comparison should not be considered a representation of
future money market rates, spreads of Senior Loans over base reference rates nor
what an investment in the Trust may earn or what an investor's yield or total
return may be in the future.

<Table>
<Caption>
                                                              SEPT.   SEPT.   SEPT.   SEPT.   SEPT.   SEPT.
                                                              1993    1995    1997    1999    2001    2003
-----------------------------------------------------------------------------------------------------------
<S>                                                           <C>     <C>     <C>     <C>     <C>     <C>
3 Month Treasury Bill(1)....................................  2.98%   5.42%   5.11%   4.86%   2.38%   0.95%
  3 Month LIBOR(2)..........................................  3.21    5.87    5.80    5.57    3.03    1.14
CSFB Leveraged Loan Index(3)................................  5.71    8.18    8.13    8.04    6.18    4.34
</Table>

------------

(1)  Source: Bloomberg

(2)  The London InterBank Offer Rate; Source: Bloomberg

(3)  The CSFB Leveraged Loan Index is a representative index of tradable, senior
     secured, U.S. dollar-denominated leveraged loans. Investors cannot invest
     directly in an index. Source for the CSFB leveraged loan index returns:
     Thomson Financial.

LOAN COLLATERAL
In order to borrow money pursuant to a Senior Loan, a Borrower will frequently,
for the term of the Senior Loan, pledge collateral, including but not limited
to, (i) working capital assets, such as accounts receivable and inventory; (ii)
tangible fixed assets, such as real property, buildings and equipment; (iii)
intangible assets, such as trademarks and patent rights (but excluding
goodwill); and (iv) security interests in shares of stock of subsidiaries or
affiliates. In the case of Senior Loans made to non-public companies, the
company's shareholders or owners may provide collateral in the form of secured
guarantees and/or security interests in assets that they own. In many instances,
a Senior Loan may be secured only by stock in the Borrower or its subsidiaries.
Collateral may consist of assets that may not be readily liquidated, and there
is no assurance that the liquidation of such assets would satisfy fully a
Borrower's obligations under a Senior Loan.

CERTAIN FEES PAID TO THE TRUST
In the process of buying, selling and holding Senior Loans, the Trust may
receive and/or pay certain fees. These fees are in addition to interest payments
received and may include facility fees, commitment

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ADDITIONAL INVESTMENT INFORMATION AND RESTRICTIONS
--------------------------------------------------------------------------------

fees, amendment fees, commissions and prepayment penalty fees. When the Trust
buys a Senior Loan it may receive a facility fee and when it sells a Senior Loan
it may pay a facility fee. On an ongoing basis, the Trust may receive a
commitment fee based on the undrawn portion of the underlying line of credit
portion of a Senior Loan. In certain circumstances, the Trust may receive a
prepayment penalty fee upon the prepayment of a Senior Loan by a Borrower. Other
fees received by the Trust may include covenant waiver fees and covenant
modification fees.

BORROWER COVENANTS
A Borrower must comply with various restrictive covenants contained in a loan
agreement or note purchase agreement between the Borrower and the holders of the
Senior Loan (the "Loan Agreement"). Such covenants, in addition to requiring the
scheduled payment of interest and principal, may include restrictions on
dividend payments and other distributions to stockholders, provisions requiring
the Borrower to maintain specific minimum financial ratios, and limits on total
debt. In addition, the Loan Agreement may contain a covenant requiring the
Borrower to prepay the Loan with any free cash flow. Free cash flow is generally
defined as net cash flow after scheduled debt service payments and permitted
capital expenditures, and includes the proceeds from asset dispositions or sales
of securities. A breach of a covenant that is not waived by the Agent, or by the
Loan Investors directly, as the case may be, is normally an event of
acceleration; i.e., the Agent, or the Loan Investors directly, as the case may
be, has the right to call the outstanding Senior Loan. The typical practice of
an Agent or a Loan Investor in relying exclusively or primarily on reports from
the Borrower to monitor the Borrower's compliance with covenants may involve a
risk of fraud by the Borrower. In the case of a Senior Loan in the form of
Participation, the agreement between the buyer and seller may limit the rights
of the holder to vote on certain changes that may be made to the Loan Agreement,
such as waiving a breach of a covenant. However, the holder of the Participation
will, in almost all cases, have the right to vote on certain fundamental issues
such as changes in principal amount, payment dates and interest rate.

ADMINISTRATION OF LOANS
In a typical Senior Loan, the Agent administers the terms of the Loan Agreement.
In such cases, the Agent is normally responsible for the collection of principal
and interest payments from the Borrower and the apportionment of these payments
to the credit of all institutions that are parties to the Loan Agreement. The
Trust will generally rely upon the Agent or an intermediate participant to
receive and forward to the Trust its portion of the principal and interest
payments on the Senior Loan. Furthermore, unless under the terms of a
Participation Agreement the Trust has direct recourse against the Borrower, the
Trust will rely on the Agent and the other Loan Investors to use appropriate
credit remedies against the Borrower. The Agent is typically responsible for
monitoring compliance with covenants contained in the Loan Agreement based upon
reports prepared by the Borrower. The seller of the Senior Loan usually does,
but is often not obligated to, notify holders of Senior Loans of any failures of
compliance. The Agent may monitor the value of the collateral and, if the value
of the collateral declines, may accelerate the Senior Loan, may give the
Borrower an opportunity to provide additional collateral or may seek other
protection for the benefit of the participants in the Senior Loan. The Agent is
compensated by the Borrower for providing these services under a Loan Agreement,
and such compensation may include special fees paid upon structuring and funding
the Senior Loan and other fees paid on a continuing basis. With respect to
Senior Loans for which the Agent does not perform such administrative and
enforcement functions, the Trust will perform such tasks on its own behalf,
although a collateral bank will typically hold any collateral on behalf of the
Trust and the other Loan Investors pursuant to the applicable Loan Agreement.

A financial institution's appointment as Agent may usually be terminated in the
event that it fails to observe the requisite standard of care or becomes
insolvent, enters Federal Deposit Insurance Corporation ("FDIC") receivership,
or, if not FDIC insured, enters into bankruptcy proceedings. A

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ADDITIONAL INVESTMENT INFORMATION AND RESTRICTIONS
--------------------------------------------------------------------------------

successor Agent would generally be appointed to replace the terminated Agent,
and assets held by the Agent under the Loan Agreement should remain available to
holders of Senior Loans. However, if assets held by the Agent for the benefit of
the Trust were determined to be subject to the claims of the Agent's general
creditors, the Trust might incur certain costs and delays in realizing payment
on a Senior Loan, or suffer a loss of principal and/or interest. In situations
involving intermediate participants, similar risks may arise.

PREPAYMENTS
Senior Loans will usually require, in addition to scheduled payments of interest
and principal, the prepayment of the Senior Loan from a portion of free cash
flow, as defined above. The degree to which Borrowers prepay Senior Loans,
whether as a contractual requirement or at their election, may be affected by
general business conditions, the financial condition of the Borrower and
competitive conditions among Loan Investors, among other factors. As such,
prepayments cannot be predicted with accuracy. Upon a prepayment, either in part
or in full, the actual outstanding debt on which the Trust derives interest
income will be reduced. However, the Trust may receive both a prepayment penalty
fee from the prepaying Borrower and a facility fee upon the purchase of a new
Senior Loan with the proceeds from the prepayment of the former. Prepayments
generally will not materially affect the Trust's performance because the Trust
typically is able to reinvest prepayments in other Senior Loans that have
similar yields and because receipt of such fees may mitigate any adverse impact
on the Trust's yield.

OTHER INFORMATION REGARDING SENIOR LOANS
From time to time the Adviser and its affiliates may borrow money from various
banks in connection with their business activities. Such banks may also sell
interests in Senior Loans to or acquire them from the Trust or may be
intermediate participants with respect to Senior Loans in which the Trust owns
interests. Such banks may also act as Agents for Senior Loans held by the Trust.

The Trust may acquire interests in Senior Loans that are designed to provide
temporary or "bridge" financing to a Borrower pending the sale of identified
assets or the arrangement of longer-term loans or the issuance and sale of debt
obligations. The Trust may also invest in Senior Loans of Borrowers that have
obtained bridge loans from other parties. A Borrower's use of bridge loans
involves a risk that the Borrower may be unable to locate permanent financing to
replace the bridge loan, which may impair the Borrower's perceived
creditworthiness.

The Trust will be subject to the risk that collateral securing a loan will
decline in value or have no value. Such a decline, whether as a result of
bankruptcy proceedings or otherwise, could cause the Senior Loan to be
undercollateralized or unsecured. In most credit agreements, there is no formal
requirement to pledge additional collateral. In addition, the Trust may invest
in Senior Loans guaranteed by, or secured by assets of, shareholders or owners,
even if the Senior Loans are not otherwise collateralized by assets of the
Borrower; provided, however, that such guarantees are fully secured. There may
be temporary periods when the principal asset held by a Borrower is the stock of
a related company, which may not legally be pledged to secure a Senior Loan. On
occasions when such stock cannot be pledged, the Senior Loan will be temporarily
unsecured until the stock can be pledged or is exchanged for or replaced by
other assets, which will be pledged as security for the Senior Loan. However,
the Borrower's ability to dispose of such securities, other than in connection
with such pledge or replacement, will be strictly limited for the protection of
the holders of Senior Loans and, indirectly, Senior Loans themselves.

If a Borrower becomes involved in bankruptcy proceedings, a court may invalidate
the Trust's security interest in the loan collateral or subordinate the Trust's
rights under the Senior Loan to the interests of the Borrower's unsecured
creditors or cause interest previously paid to be refunded to the Borrower. If a
court required interest to be refunded, it could negatively affect the Trust's
performance. Such action

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                                                                               5
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ADDITIONAL INVESTMENT INFORMATION AND RESTRICTIONS
--------------------------------------------------------------------------------

by a court could be based, for example, on a "fraudulent conveyance" claim to
the effect that the Borrower did not receive fair consideration for granting the
security interest in the loan collateral to the Trust. For Senior Loans made in
connection with a highly leveraged transaction, consideration for granting a
security interest may be deemed inadequate if the proceeds of the Loan were not
received or retained by the Borrower, but were instead paid to other persons
(such as shareholders of the Borrower) in an amount that left the Borrower
insolvent or without sufficient working capital. There are also other events,
such as the failure to perfect a security interest due to faulty documentation
or faulty official filings, which could lead to the invalidation of the Trust's
security interest in loan collateral. If the Trust's security interest in loan
collateral is invalidated or the Senior Loan is subordinated to other debt of a
Borrower in bankruptcy or other proceedings, the Trust would have substantially
lower recovery, and perhaps no recovery on the full amount of the principal and
interest due on the Loan.

The Trust may acquire warrants and other equity securities as part of a unit
combining a Senior Loan and equity securities of a Borrower or its affiliates.
The acquisition of such equity securities will only be incidental to the Trust's
purchase of a Senior Loan. The Trust may also acquire equity securities or debt
securities (including non-dollar denominated debt securities) issued in exchange
for a Senior Loan or issued in connection with the debt restructuring or
reorganization of a Borrower, or if such acquisition, in the judgment of the
Adviser, may enhance the value of a Senior Loan or would otherwise be consistent
with the Trust's investment policies.

DEBTOR-IN-POSSESSION FINANCING
The Trust may invest in debtor-in-possession financings (commonly called "DIP
financings"). DIP financings are arranged when an entity seeks the protections
of the bankruptcy court under chapter 11 of the U.S. Bankruptcy Code. These
financings allow the entity to continue its business operations while
reorganizing under chapter 11. Such financings are senior liens on unencumbered
security (i.e., security not subject to other creditors claims). There is a risk
that the entity will not emerge from chapter 11 and be forced to liquidate its
assets under chapter 7 of the Bankruptcy Code. In such event, the Trust's only
recourse will be against the property securing the DIP financing.

LITIGATION INVOLVING EATON VANCE
On October 15, 2001, an amended consolidated complaint was filed in the United
States District Court for the District of Massachusetts against four Eaton Vance
closed-end interval funds (the "Interval Funds"); their Trustees and certain
officers of the Interval Funds; Eaton Vance, the Interval Funds' administrator;
Boston Management and Research, the Interval Funds' investment adviser; and
Eaton Vance Corp., the parent of Eaton Vance and Boston Management and Research.
The Complaint, framed as a class action, alleges that for the period between May
25, 1998 and March 5, 2001, the Interval Funds' assets were incorrectly valued
and certain matters were not properly disclosed, in violation of the federal
securities laws. The Complaint seeks unspecified damages. The named defendants
believe that the Complaint is without merit and are vigorously contesting the
lawsuit. Eaton Vance believes that the lawsuit is not likely to have a material
adverse affect on its ability to render services to the Trust.

REGULATORY CHANGES
To the extent that legislation or state or federal regulators that regulate
certain financial institutions impose additional requirements or restrictions
with respect to the ability of such institutions to make loans, particularly in
connection with highly leveraged transactions, the availability of Senior Loans
for investment may be adversely affected. Further, such legislation or
regulation could depress the market value of Senior Loans.

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CREDIT QUALITY
Many Senior Loans in which the Trust may invest are of below investment grade
credit quality. Accordingly, these Senior Loans are subject to similar or
identical risks and other characteristics described below in relation to
Non-Investment Grade Bonds.

NON-INVESTMENT GRADE BONDS

Investments in Non-Investment Grade Bonds generally provide greater income and
increased opportunity for capital appreciation than investments in higher
quality securities, but they also typically entail greater price volatility and
principal and income risk, including the possibility of issuer default and
bankruptcy. Non-Investment Grade Bonds are regarded as predominantly speculative
with respect to the issuer's continuing ability to meet principal and interest
payments. Debt securities in the lowest investment grade category also may be
considered to possess some speculative characteristics by certain rating
agencies. In addition, analysis of the creditworthiness of issuers of
Non-Investment Grade Bonds may be more complex than for issuers of higher
quality securities.

Non-Investment Grade Bonds may be more susceptible to real or perceived adverse
economic and competitive industry conditions than investment grade securities. A
projection of an economic downturn or of a period of rising interest rates, for
example, could cause a decline in Non-Investment Grade Bond prices because the
advent of recession could lessen the ability of an issuer to make principal and
interest payments on its debt obligations. If an issuer of Non-Investment Grade
Bonds defaults, in addition to risking payment of all or a portion of interest
and principal, the Trust may incur additional expenses to seek recovery. In the
case of Non-Investment Grade Bonds structured as zero-coupon, step-up or
payment-in-kind securities, their market prices will normally be affected to a
greater extent by interest rate changes, and therefore tend to be more volatile
than securities that pay interest currently and in cash. Eaton Vance seeks to
reduce these risks through diversification, credit analysis and attention to
current developments in both the economy and financial markets.

The secondary market on which Non-Investment Grade Bonds are traded may be less
liquid than the market for investment grade securities. Less liquidity in the
secondary trading market could adversely affect the net asset value of the
Shares. Adverse publicity and investor perceptions, whether or not based on
fundamental analysis, may decrease the values and liquidity of Non-Investment
Grade Bonds, especially in a thinly traded market. When secondary markets for
Non-Investment Grade Bonds are less liquid than the market for investment grade
securities, it may be more difficult to value the securities because such
valuation may require more research, and elements of judgment may play a greater
role in the valuation because there is no reliable, objective data available.
During periods of thin trading in these markets, the spread between bid and
asked prices is likely to increase significantly and the Trust may have greater
difficulty selling these securities. The Trust will be more dependent on Eaton
Vance's research and analysis when investing in Non-Investment Grade Bonds.
Eaton Vance seeks to minimize the risks of investing in all securities through
in-depth credit analysis and attention to current developments in interest rate
and market conditions.

A general description of the ratings of securities by S&P, Fitch and Moody's is
set forth in Appendix A to this SAI. Such ratings represent these rating
organizations' opinions as to the quality of the securities they rate. It should
be emphasized, however, that ratings are general and are not absolute standards
of quality. Consequently, debt obligations with the same maturity, coupon and
rating may have different yields while obligations with the same maturity and
coupon may have the same yield. For these reasons, the use of credit ratings as
the sole method of evaluating Non-Investment Grade Bonds can involve certain
risks. For example, credit ratings evaluate the safety or principal and interest
payments, not the market value risk of Non-Investment Grade Bonds. Also, credit
rating agencies may fail to change credit ratings in a timely fashion to reflect
events since the security was last rated. Eaton Vance does not rely solely on
credit ratings when selecting securities for the Trust, and develops its own
independent analysis of issuer credit quality.

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                                                                               7
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In the event that a rating agency or Eaton Vance downgrades its assessment of
the credit characteristics of a particular issue, the Trust is not required to
dispose of such security. In determining whether to retain or sell a downgraded
security, Eaton Vance may consider such factors as Eaton Vance's assessment of
the credit quality of the issuer of such security, the price at which such
security could be sold and the rating, if any, assigned to such security by
other rating agencies. However, analysis of the creditworthiness of issuers of
Non-Investment Grade Bonds may be more complex than for issuers of high quality
debt securities.

CONVERTIBLE SECURITIES
The Trust may invest in convertible securities. Convertible securities include
any corporate debt security or preferred stock that may be converted into
underlying shares of common stock. The common stock underlying convertible
securities may be issued by a different entity than the issuer of the
convertible securities. Convertible securities entitle the holder to receive
interest payments paid on corporate debt securities or the dividend preference
on a preferred stock until such time as the convertible security matures or is
redeemed or until the holder elects to exercise the conversion privilege. As a
result of the conversion feature, however, the interest rate or dividend
preference on a convertible security is generally less than would be the case if
the securities were issued in non-convertible form.

The value of convertible securities is influenced by both the yield of
non-convertible securities of comparable issuers and by the value of the
underlying common stock. The value of a convertible security viewed without
regard to its conversion feature (i.e., strictly on the basis of its yield) is
sometimes referred to as its "investment value." The investment value of the
convertible security typically will fluctuate inversely with changes in
prevailing interest rates. However, at the same time, the convertible security
will be influenced by its "conversion value," which is the market value of the
underlying common stock that would be obtained if the convertible security were
converted. Conversion value fluctuates directly with the price of the underlying
common stock.

If, because of a low price of the common stock, the conversion value is
substantially below the investment value of the convertible security, the price
of the convertible security is governed principally by its investment value. If
the conversion value of a convertible security increases to a point that
approximates or exceeds its investment value, the value of the security will be
principally influenced by its conversion value. A convertible security will sell
at a premium over its conversion value to the extent investors place value on
the right to acquire the underlying common stock while holding a fixed income
security. Holders of convertible securities have a claim on the assets of the
issuer prior to the common stockholders, but may be subordinated to holders of
similar non-convertible securities of the same issuer.

OTHER INVESTMENTS

FIXED INCOME SECURITIES
Fixed income securities include preferred, preference and convertible
securities, equipment lease certificates, equipment trust certificates and
conditional sales contracts. Preference stocks are stocks that have many
characteristics of preferred stocks, but are typically junior to an existing
class of preferred stocks. Equipment lease certificates are debt obligations
secured by leases on equipment (such as railroad cars, airplanes or office
equipment), with the issuer of the certificate being the owner and lessor of the
equipment. Equipment trust certificates are debt obligations secured by an
interest in property (such as railroad cars or airplanes), the title of which is
held by a trustee while the property is being used by the borrower. Conditional
sales contracts are agreements under which the seller of property continues to
hold title to the property until the purchase price is fully paid or other
conditions are met by the buyer.

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Fixed-rate bonds may have a demand feature allowing the holder to redeem the
bonds at specified times. These bonds are more defensive than conventional
long-term bonds (protecting to some degree against a rise in interest rates)
while providing greater opportunity than comparable intermediate term bonds,
since they may be retained if interest rates decline. Acquiring these kinds of
bonds provides the contractual right to require the issuer of the bonds to
purchase the security at an agreed upon price, which right is contained in the
obligation itself rather than in a separate agreement or instrument. Since this
right is assignable only with the bond, it will not be assigned any separate
value.

Certain securities may permit the issuer at its option to "call," or redeem, the
securities. If an issuer were to redeem securities during a time of declining
interest rates, the Trust may not be able to reinvest the proceeds in securities
providing the same investment return as the securities redeemed.

The rating assigned to a security by a rating agency does not reflect assessment
of the volatility of the security's market value or of the liquidity of an
investment in the securities. Credit ratings are based largely on the issuer's
historical financial condition and the rating agency's investment analysis at
the time of rating, and the rating assigned to any particular security is not
necessarily a reflection of the issuer's current financial condition. Credit
quality in the high yield, high risk bond market can change from time to time,
and recently issued credit ratings may not fully reflect the actual risks posed
by a particular high yield security. In addition to lower rated securities, the
Trust also may invest in higher rated securities. For a description of corporate
bond ratings, see Appendix A.

REPURCHASE AGREEMENTS
The Trust may enter into repurchase agreements (the purchase of a security
coupled with an agreement to resell at a higher price) with respect to its
permitted investments. In the event of the bankruptcy of the other party to a
repurchase agreement, the Trust might experience delays in recovering its cash.
To the extent that, in the meantime, the value of the securities the Trust
purchased may have decreased, the Trust could experience a loss. Repurchase
agreements that mature in more than seven days will be treated as illiquid. The
Trust's repurchase agreements will provide that the value of the collateral
underlying the repurchase agreement will always be at least equal to the
repurchase price, including any accrued interest earned on the agreement, and
will be marked to market daily.

ZERO COUPONS BONDS
Zero coupon bonds are debt obligations that do not require the periodic payment
of interest and are issued at a significant discount from face value. The
discount approximates the total amount of interest the bonds will accrue and
compound over the period until maturity at a rate of interest reflecting the
market rate of the security at the time of issuance. The Trust is required to
accrue income from zero coupon bonds on a current basis, even though it does not
receive that income currently in cash and the Trust is required to distribute
its income for each taxable year. Thus, the Trust may have to sell other
investments to obtain cash needed to make income distributions.

INDEXED SECURITIES
The Trust may invest in securities that fluctuate in value with an index. Such
securities generally will either be issued by the U.S. Government or one of its
agencies or instrumentalities or, if privately issued, collateralized by
mortgages that are insured, guaranteed or otherwise backed by the U.S.
Government, its agencies or instrumentalities. The interest rate or, in some
cases, the principal payable at the maturity of an indexed security may change
positively or inversely in relation to one or more interest rates, financial
indices, securities prices or other financial indicators ("reference prices").
An indexed security may be leveraged to the extent that the magnitude of any
change in the interest rate or principal payable on an indexed security is a
multiple of the change in the reference price. Thus, indexed securities may
decline in value due to adverse market changes in reference prices. Because
indexed securities derive their value from another instrument, security or
index, they are considered

--------------------------------------------------------------------------------
                                                                               9
<PAGE>
ADDITIONAL INVESTMENT INFORMATION AND RESTRICTIONS
--------------------------------------------------------------------------------

derivative debt securities, and are subject to different combinations of
prepayment, extension, interest rate and/or other market risks.

SHORT SALES
The Trust may utilize short sales for hedging purposes. A short sale is affected
by selling a security which the Trust does not own, or, if the Trust does own
the security, is not to be delivered upon consummation of the sale. The Trust
may engage in short sales "against the box" (i.e., short sales of securities the
Trust already owns) for hedging purposes. If the price of the security in the
short sale decreases, the Trust will realize a profit to the extent that the
short sale price for the security exceeds the market price. If the price of the
security increases, the Trust will realize a loss to the extent that the market
price exceeds the short sale price. Selling securities short runs the risk of
losing an amount greater than the initial investment therein.

Purchasing securities to close out the short position can itself cause the price
of the securities to rise further, thereby exacerbating the loss. Short-selling
exposes the Trust to unlimited risk with respect to that security due to the
lack of an upper limit on the price to which an instrument can rise. Although
the Trust reserves the right to utilize short sales, the Adviser is under no
obligation to utilize shorts at all.

FOREIGN INVESTMENTS
The Trust may invest in U.S. dollar denominated securities of non-U.S. issuers.
Because foreign companies are not subject to uniform accounting, auditing and
financial reporting standards, practices and requirements comparable to those
applicable to U.S. companies, there may be less publicly available information
about a foreign company than about a domestic company. Volume and liquidity in
most foreign debt markets is less than in the United States and securities of
some foreign companies are less liquid and more volatile than securities of
comparable U.S. companies. There is generally less government supervision and
regulation of securities exchanges, broker-dealers and listed companies than in
the United States. Mail service between the United States and foreign countries
may be slower or less reliable than within the United States, thus increasing
the risk of delayed settlements of portfolio transactions or loss of
certificates for portfolio securities. Payment for securities before delivery
may be required. In addition, with respect to certain foreign countries, there
is the possibility of expropriation or confiscatory taxation, political or
social instability, or diplomatic developments that could affect investments in
those countries. Moreover, individual foreign economies may differ favorably or
unfavorably from the U.S. economy in such respects as growth of gross national
product, rate of inflation, capital reinvestment, resource self-sufficiency and
balance of payments position. Foreign securities markets, while growing in
volume and sophistication, are generally not as developed as those in the United
States, and securities of some foreign issuers (particularly those located in
developing countries) may be less liquid and more volatile than securities of
comparable U.S. companies.

American Depositary Receipts (ADRs), European Depositary Receipts (EDRs) and
Global Depositary Receipts (GDRs) may be purchased. ADRs, EDRs and GDRs are
certificates evidencing ownership of shares of a foreign issuer and are
alternatives to purchasing directly the underlying foreign securities in their
national markets and currencies. However, they continue to be subject to many of
the risks associated with investing directly in foreign securities. These risks
include foreign exchange risk as well as the political and economic risks of the
underlying issuer's country. ADRs, EDRs and GDRs may be sponsored or
unsponsored. Unsponsored receipts are established without the participation of
the issuer. Unsponsored receipts may involve higher expenses, they may not
pass-through voting or other shareholder rights, and they may be less liquid.

OPTIONS
Call options may be purchased to provide exposure to increases in the market
(e.g., with respect to temporary cash positions) or to hedge against an increase
in the price of securities or other investments

--------------------------------------------------------------------------------
 10
<PAGE>
ADDITIONAL INVESTMENT INFORMATION AND RESTRICTIONS
--------------------------------------------------------------------------------

that the Trust intends to purchase or has sold short. Similarly, put options may
be purchased for speculative purposes or to hedge against a decrease in the
market generally or in the price of securities or other investments held by the
Trust. Buying options may reduce the Trust's returns, but by no more than the
amount of the premiums paid for the options.

The Trust may write covered call options (i.e., where the Trust owns the
security or other investment that is subject to the call) to enhance returns
when the Adviser perceives that the option premium offered is in excess of the
premium that the Adviser would expect to be offered under existing market
conditions, or if the exercise price of the option is in excess of the price
that the Adviser expects the security or other underlying investment to reach
during the life of the option. Writing covered call options may limit the
Trust's gain on portfolio investments if the option is exercised because the
Trust will have to sell the underlying investments below the current market
price. Purchasing and writing put and call options are highly specialized
activities and entail greater than ordinary market risks.

SECURITIES LENDING
As described in the Prospectus, the Trust may lend a portion of its portfolio
Senior Loans or other securities to broker-dealers or other institutional
borrowers. Loans will be made only to organizations whose credit quality or
claims paying ability is considered by the Adviser to be at least investment
grade. All securities loans will be collateralized on a continuous basis by cash
or U.S. government securities having a value, marked to market daily, of at
least 100% of the market value of the loaned securities. The Trust may receive
loan fees in connection with loans that are collateralized by securities or on
loans of securities for which there is special demand. The Trust may also seek
to earn income on securities loans by reinvesting cash collateral in
mortgage-backed securities ("MBS") or other securities consistent with its
investment objective and policies, seeking to invest at rates that are higher
than the "rebate" rate that it normally will pay to the borrower with respect to
such cash collateral. Any such reinvestment will be subject to the investment
policies, restrictions and risk considerations described in the Prospectus and
in this SAI.

Senior Loans and other securities may result in delays in recovering, or a
failure of the borrower to return, the loaned securities. The defaulting
borrower ordinarily would be liable to the Trust for any losses resulting from
such delays or failures, and the collateral provided in connection with the loan
normally would also be available for that purpose. Securities loans normally may
be terminated by either the Trust or the borrower at any time. Upon termination
and the return of the loaned securities, the Trust would be required to return
the related cash or securities collateral to the borrower and it may be required
to liquidate longer term portfolio securities in order to do so. To the extent
that such securities have decreased in value, this may result in the Trust
realizing a loss at a time when it would not otherwise do so. The Trust also may
incur losses if it is unable to reinvest cash collateral at rates higher than
applicable rebate rates paid to borrowers and related administrative costs.
These risks are substantially the same as those incurred through investment
leverage, and will be subject to the investment policies, restrictions and risk
considerations described in the Prospectus and in this SAI.

The Trust will receive amounts equivalent to any interest or other distributions
paid on securities while they are on loan, and the Trust will not be entitled to
exercise voting or other beneficial rights on loaned securities. The Trust will
exercise its right to terminate loans and thereby regain these rights whenever
the Adviser considers it to be in the Trust's interest to do so, taking into
account the related loss of reinvestment income and other factors.

SHORT-TERM TRADING
Securities may be sold in anticipation of market decline (a rise in interest
rates) or purchased in anticipation of a market rise (a decline in interest
rates) and later sold. In addition, a security may be sold and another purchased
at approximately the same time to take advantage of what the Adviser believes to
be a temporary disparity in the normal yield relationship between the two
securities. Yield

--------------------------------------------------------------------------------
                                                                              11
<PAGE>
ADDITIONAL INVESTMENT INFORMATION AND RESTRICTIONS
--------------------------------------------------------------------------------

disparities may occur for reasons not directly related to the investment quality
of particular issues or the general movement of interest rates, such as changes
in the overall demand for or supply of various types of fixed income securities
or changes in the investment objectives of investors.

TEMPORARY INVESTMENTS
The Trust may invest temporarily in cash or cash equivalents. Cash equivalents
are highly liquid, short-term securities such as commercial paper, certificates
of deposit, short-term notes and short-term U.S. Government obligations.

INVESTMENT RESTRICTIONS
The following investment restrictions of the Trust are designated as fundamental
policies and as such cannot be changed without the approval of the holders of a
majority of the Trust's outstanding voting securities, which as used in this SAI
means the lesser of (a) 67% of the shares of the Trust present or represented by
proxy at a meeting if the holders of more than 50% of the outstanding shares are
present or represented at the meeting or (b) more than 50% of outstanding shares
of the Trust. As a matter of fundamental policy the Trust may not:

(1)  Borrow money, except as permitted by the Investment Company Act of 1940
     (the "1940 Act"). The 1940 Act currently requires that any indebtedness
     incurred by a closed-end investment company have an asset coverage of at
     least 300%;

(2)  Issue senior securities, as defined in the 1940 Act, other than (i)
     preferred shares which immediately after issuance will have asset coverage
     of at least 200%, (ii) indebtedness which immediately after issuance will
     have asset coverage of at least 300%, or (iii) the borrowings permitted by
     investment restriction (1) above. The 1940 Act currently defines "senior
     security" as any bond, debenture, note or similar obligation or instrument
     constituting a security and evidencing indebtedness, and any stock of a
     class having priority over any other class as to distribution of assets or
     payment of dividends. Debt and equity securities issued by a closed-end
     investment company meeting the foregoing asset coverage provisions are
     excluded from the general 1940 Act prohibition on the issuance of senior
     securities;

(3)  Purchase securities on margin (but the Trust may obtain such short-term
     credits as may be necessary for the clearance of purchases and sales of
     securities). The purchase of investment assets with the proceeds of a
     permitted borrowing or securities offering will not be deemed to be the
     purchase of securities on margin;

(4)  Underwrite securities issued by other persons, except insofar as it may
     technically be deemed to be an underwriter under the Securities Act of 1933
     in selling or disposing of a portfolio investment;

(5)  Make loans to other persons, except by (a) the acquisition of loan
     interests, debt securities and other obligations in which the Trust is
     authorized to invest in accordance with its investment objectives and
     policies, (b) entering into repurchase agreements, (c) lending its
     portfolio securities and (d) lending cash consistent with applicable law;

(6)  Purchase or sell real estate, although it may purchase and sell securities
     that are secured by interests in real estate and securities of issuers that
     invest or deal in real estate. The Trust reserves the freedom of action to
     hold and to sell real estate acquired as a result of the ownership of
     securities;

(7)  Purchase or sell physical commodities or contracts for the purchase or sale
     of physical commodities. Physical commodities do not include futures
     contracts with respect to securities, securities indices or other financial
     instruments; and

--------------------------------------------------------------------------------
 12
<PAGE>
ADDITIONAL INVESTMENT INFORMATION AND RESTRICTIONS
--------------------------------------------------------------------------------

(8)  With respect to 75% of its total assets, invest more than 5% of its total
     assets in the securities of a single issuer or purchase more than 10% of
     the outstanding voting securities of a single issuer, except obligations
     issued or guaranteed by the U.S. government, its agencies or
     instrumentalities and except securities of other investment companies; or
     invest 25% or more of its total assets in any single industry (other than
     securities issued or guaranteed by the U.S. government or its agencies or
     instrumentalities).

The Trust may borrow money as a temporary measure for extraordinary or emergency
purposes, including the payment of dividends and the settlement of securities
transactions which otherwise might require untimely dispositions of Trust
securities. The 1940 Act currently requires that the Trust have 300% asset
coverage with respect to all borrowings other than temporary borrowings.

For purposes of construing restriction (8), securities of the U.S. Government,
its agencies, or instrumentalities are not considered to represent industries.
Municipal obligations backed by the credit of a governmental entity are also not
considered to represent industries.

The Trust has adopted the following nonfundamental investment policy, which may
be changed by the Board without approval of the Trust's shareholders. As a
matter of nonfundamental policy, the Trust may not make short sales of
securities or maintain a short position, unless at all times when a short
position is open it either owns an equal amount of such securities or owns
securities convertible into or exchangeable, without payment of any further
consideration, for securities of the same issuer as, and equal in amount to, the
securities sold short.

The Trust may invest more than 10% of its total assets in one or more other
management investment companies (or may invest in affiliated investment
companies) to the extent permitted by section 12(d) of the 1940 Act and rules
thereunder.

Whenever an investment policy or investment restriction set forth in the
Prospectus or this SAI states a maximum percentage of assets that may be
invested in any security or other asset or describes a policy regarding quality
standards, such percentage limitation or standard shall be determined
immediately after and as a result of the Trust's acquisition of such security or
asset. Accordingly, any later increase or decrease resulting from a change in
values, assets or other circumstances or any subsequent rating change made by a
rating service (or as determined by the Adviser if the security is not rated by
a rating agency) will not compel the Trust to dispose of such security or other
asset. Notwithstanding the foregoing, the Trust must always be in compliance
with the borrowing policies set forth above.

--------------------------------------------------------------------------------
                                                                              13
<PAGE>

--------------------------------------------------------------------------------

Trustees and officers

The Trustees of the Trust are responsible for the overall management and
supervision of the affairs of the Trust. The Trustees and officers of the Trust
are listed below. Except as indicated, each individual has held the office shown
or other offices in the same company for the last five years. The "noninterested
Trustees" consist of those Trustees who are not "interested persons" of the
Trust, as that term is defined under the 1940 Act. The business address of each
Trustee and officer is The Eaton Vance Building, 255 State Street, Boston,
Massachusetts 02109. As used in this SAI, "EVC" refers to Eaton Vance Corp.,
"EV" refers to Eaton Vance, Inc., "BMR" refers to Boston Management and
Research, and "EVD" refers to Eaton Vance Distributors Inc. EVC and EV are the
corporate parent and trustee, respectively, of Eaton Vance and BMR.


<Table>
<Caption>
                                                                                    NUMBER OF
                                                                                PORTFOLIOS IN
                                       TERM OF OFFICE                            FUND COMPLEX        OTHER
NAME AND                  POSITION(S)      AND LENGTH  PRINCIPAL OCCUPATION(S)    OVERSEEN BY    DIRECTORSHIPS
DATE OF BIRTH          WITH THE TRUST      OF SERVICE   DURING PAST FIVE YEARS     TRUSTEE(1)         HELD
-----------------------------------------------------------------------------------------------------------------
<S>                    <C>             <C>             <C>                      <C>            <C>
INTERESTED TRUSTEES
Jessica M. Bibliowicz  Trustee(2)      Since 10/16/03  President and Chief           192              None
11/28/59                               Three Years     Executive Officer of
                                                       National Financial
                                                       Partners (financial
                                                       services company)
                                                       (since April 1999).
                                                       President and Chief
                                                       Operating Officer of
                                                       John A. Levin & Co.
                                                       (registered investment
                                                       adviser) (July 1997 to
                                                       April 1999) and a
                                                       Director of Baker,
                                                       Fentress & Company
                                                       which owns John A.
                                                       Levin & Co. (July 1997
                                                       to April 1999). Ms.
                                                       Bibliowicz is an
                                                       interested person
                                                       because of her
                                                       affiliation with a
                                                       brokerage firm.
James B. Hawkes        Trustee(3) and  Since 8/5/03    Chairman, President and       194        Director of EVC
11/9/41                Vice President  Three Years     Chief Executive Officer
                                                       of BMR, Eaton Vance,
                                                       EVC and EV; Director of
                                                       EV; Vice President and
                                                       Director of EVD.
                                                       Trustee and/or officer
                                                       of 194 registered
                                                       investment companies in
                                                       the Eaton Vance Fund
                                                       Complex. Mr. Hawkes is
                                                       an interested person
                                                       because of his
                                                       positions with BMR,
                                                       Eaton Vance, EVC and
                                                       EV, which are
                                                       affiliates of the
                                                       Trust.
</Table>


--------------------------------------------------------------------------------
 14
<PAGE>
TRUSTEES AND OFFICERS
--------------------------------------------------------------------------------


<Table>
<Caption>
                                                                                    NUMBER OF
                                                                                PORTFOLIOS IN
                                       TERM OF OFFICE                            FUND COMPLEX        OTHER
NAME AND                  POSITION(S)      AND LENGTH  PRINCIPAL OCCUPATION(S)    OVERSEEN BY    DIRECTORSHIPS
DATE OF BIRTH          WITH THE TRUST      OF SERVICE   DURING PAST FIVE YEARS     TRUSTEE(1)         HELD
-----------------------------------------------------------------------------------------------------------------
<S>                    <C>             <C>             <C>                      <C>            <C>
NON-INTERESTED
  TRUSTEES
Samuel L. Hayes, III   Trustee(2)      Since 10/16/03  Jacob H. Schiff               194          Director of
2/23/35                                Three Years     Professor of Investment                   Tiffany & Co.
                                                       Banking Emeritus,                           (specialty
                                                       Harvard University                        retailer) and
                                                       Graduate School of                         Telect, Inc.
                                                       Business                                (telecommunication
                                                       Administration.                         services company)
William H. Park        Trustee(3)      Since 10/16/03  President and Chief           191              None
9/19/47                                Three Years     Executive Officer,
                                                       Prizm Capital
                                                       Management, LLC
                                                       (investment management
                                                       firm) (since 2002).
                                                       Executive Vice
                                                       President and Chief
                                                       Financial Officer,
                                                       United Asset Management
                                                       Corporation (a holding
                                                       company owning
                                                       institutional
                                                       investment management
                                                       firms) (1982-2001).
Ronald A. Pearlman     Trustee(4)      Since 10/16/03  Professor of Law,             191              None
7/10/40                                Three Years     Georgetown University
                                                       Law Center (since
                                                       1999). Tax Partner,
                                                       Covington & Burling,
                                                       Washington, DC
                                                       (1991-2000).
</Table>


--------------------------------------------------------------------------------
                                                                              15
<PAGE>
TRUSTEES AND OFFICERS
--------------------------------------------------------------------------------


<Table>
<Caption>
                                                                                    NUMBER OF
                                                                                PORTFOLIOS IN
                                       TERM OF OFFICE                            FUND COMPLEX        OTHER
NAME AND                  POSITION(S)      AND LENGTH  PRINCIPAL OCCUPATION(S)    OVERSEEN BY    DIRECTORSHIPS
DATE OF BIRTH          WITH THE TRUST      OF SERVICE   DURING PAST FIVE YEARS     TRUSTEE(1)         HELD
-----------------------------------------------------------------------------------------------------------------
<S>                    <C>             <C>             <C>                      <C>            <C>
Norton H. Reamer       Trustee(4)      Since 10/16/03  President and Chief           194              None
9/21/35                                Three Years     Executive Officer of
                                                       Asset Management
                                                       Finance Corp. (a
                                                       specialty finance
                                                       company serving the
                                                       investment management
                                                       industry) (since
                                                       October 2003).
                                                       President, Unicorn
                                                       Corporation (an
                                                       investment and
                                                       financial advisory
                                                       services company)
                                                       (since September 2000).
                                                       Formerly, Chairman,
                                                       Hellman, Jordan
                                                       Management Co., Inc.
                                                       (an investment
                                                       management company)
                                                       (2000-2003). Advisory
                                                       Director of Berkshire
                                                       Capital Corporation
                                                       (investment banking
                                                       firm) (2002-2003).
                                                       Formerly, Chairman of
                                                       the Board, United Asset
                                                       Management Corporation
                                                       (a holding company
                                                       owning institutional
                                                       investment management
                                                       firms) and Chairman,
                                                       President and Director,
                                                       UAM Funds (mutual
                                                       funds) (1980-2000).
Lynn A. Stout          Trustee(4)      Since 10/16/03  Professor of Law,             194              None
9/14/57                                Three Years     University of
                                                       California at Los
                                                       Angeles School of Law
                                                       (since July 2001).
                                                       Formerly, Professor of
                                                       Law, Georgetown
                                                       University Law Center.
</Table>


------------
(1)  Includes both master and feeder funds in master-feeder structure.
(2)  Class I Trustees whose term expires in 2004.
(3)  Class II Trustees whose term expires in 2005.
(4)  Class III Trustees whose term expires in 2006.

--------------------------------------------------------------------------------
 16
<PAGE>
TRUSTEES AND OFFICERS
--------------------------------------------------------------------------------

PRINCIPAL OFFICERS WHO ARE NOT TRUSTEES


<Table>
<Caption>
                                           TERM OF OFFICE
                            POSITION(S)        AND LENGTH
NAME AND DATE OF BIRTH   WITH THE TRUST        OF SERVICE   PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS
--------------------------------------------------------------------------------------------------------
<S>                      <C>              <C>               <C>
Thomas E. Faust Jr.      President           Since 8/5/03   Executive Vice President of Eaton Vance,
5/31/58                                                     BMR, EVC and EV. Chief Investment Officer of
                                                            Eaton Vance and BMR and Director of EVC.
                                                            Chief Executive Officer of Belair Capital
                                                            Fund LLC, Belcrest Capital Fund LLC, Belmar
                                                            Capital Fund LLC, Belport Capital Fund LLC
                                                            and Belrose Capital Fund LLC (private
                                                            investment companies sponsored by Eaton
                                                            Vance). Officer of 53 registered investment
                                                            companies managed by Eaton Vance or BMR.
Barbara E. Campbell      Treasurer           Since 8/5/03   Vice President of BMR and Eaton Vance.
6/19/57                                                     Officer of 195 registered investment
                                                            companies managed by Eaton Vance or BMR.
Scott H. Page            Vice President      Since 8/5/03   Vice President of Eaton Vance and BMR.
11/30/59                                                    Officer of 13 registered investment
                                                            companies managed by Eaton Vance or BMR.
Payson F. Swaffield      Vice President      Since 8/5/03   Vice President of Eaton Vance and BMR.
8/13/56                                                     Officer of 13 registered investment
                                                            companies managed by Eaton Vance or BMR.
Michael W. Weilheimer    Vice President      Since 8/5/03   Vice President of Eaton Vance and BMR.
2/11/61                                                     Officer of 10 registered investment
                                                            companies managed by Eaton Vance or BMR.
Craig P. Russ            Vice President    Since 11/17/03   Vice President of Eaton Vance and BMR.
10/30/63                                                    Previously, Vice President-Specialized
                                                            Lending Division, State Street Bank and
                                                            Trust Company (1987 - 1997). Officer of 1
                                                            registered investment company managed by
                                                            Eaton Vance or BMR.
</Table>



The Board of Trustees of the Trust has several standing committees including the
Governance Committee, the Audit Committee, and the Special Committee. Each such
Committee is comprised of only noninterested Trustees.


The Governance Committee of the Board of Trustees of the Trust is comprised of
the noninterested Trustees. Ms. Stout currently serves as chairperson of the
Governance Committee. The purpose of the Committee is to undertake a periodic
review of, and make recommendations with respect to, the Board's performance;
Trustee compensation; appointment of new Trustees; identity, duties and
composition of the various Board committees; development and maintenance of the
Board's membership, structure and operations; policies and procedures adopted or
approved by the Board to comply with regulatory requirements that relate to fund
governance; and any other matters related to fund governance.

The Trustees will, when a vacancy exists or is anticipated, consider any nominee
for Trustee recommended by a shareholder if such recommendation is submitted to
the Trustees in writing and contains sufficient background information
concerning the individual to enable a proper judgment to be made as to such
individual's qualifications.


Messrs. Reamer (Chair), Hayes, and Park and Ms. Stout are members of the Audit
Committee of the Board of Trustees of the Trust. The Board of Trustees has
designated Messrs. Park, Hayes, and Beamer, each a noninterested Trustee, as
audit committee financial experts. The Audit Committee's


--------------------------------------------------------------------------------
                                                                              17
<PAGE>
TRUSTEES AND OFFICERS
--------------------------------------------------------------------------------


functions include making recommendations to the Trustees regarding the selection
and performance of the independent accountants, and reviewing matters relative
to accounting and auditing practices and procedures, accounting records, and the
internal accounting controls, of the Trust, and certain service providers. As of
the date of this SAI the Audit Committee has met once.



Messrs. Hayes (Chair), Park, Pearlman and Reamer are members of the Special
Committee of the Board of Trustees of the Trust. The purpose of the Special
Committee is to consider, evaluate and make recommendations to the full Board of
Trustees concerning (i) all contractual arrangements with service providers to
the Trust, including investment advisory, administrative, transfer agency,
custodial and fund accounting and distribution services, and (ii) all other
matters in which Eaton Vance or its affiliates has any actual or potential
conflict of interest with the Trust. As of the date of this SAI the Special
Committee has met once.


When considering approval of the Advisory Agreement between the Trust and the
Adviser, the Special Committee considered, among other things, the following:

+  A report comparing the fees and expenses of the Trust;

+  Information on the relevant peer group(s) of funds;

+  The economic outlook and the general investment outlook in the relevant
   investment markets;

+  Eaton Vance's results and financial condition and the overall organization of
   the Adviser;

+  Arrangements regarding the distribution of Trust shares;

+  The procedures used to determine the fair value of the Trust's assets;

+  The allocation of brokerage, including allocations to soft dollar brokerage
   and allocations to firms that sell Eaton Vance fund shares;

+  Eaton Vance's management of the relationship with the custodian,
   subcustodians and fund accountants;

+  The resources devoted to Eaton Vance's compliance efforts undertaken on
   behalf of the funds it manages and the record of compliance with the
   investment policies and restrictions and with policies on personal securities
   transactions;

+  The quality, nature, cost and character of the administrative and other
   non-investment management services provided by Eaton Vance and its
   affiliates;

+  Investment management staffing;

+  Operating expenses (including transfer agency expenses) to be paid to third
   parties; and

+  Information to be provided to investors, including the Trust's shareholders.

In evaluating the Advisory Agreement between the Trust and Eaton Vance, the
Special Committee reviewed material furnished by Eaton Vance at the initial
Board meeting held in October 2003, including the above referenced
considerations and information relating to the education, experience and number
of investment professionals and other personnel who would provide services under
the Advisory Agreement. The Special Committee also took into account the time
and attention to be devoted by senior management to the Trust and the other
funds in the complex. The Special Committee evaluated the level of skill
required to manage the Trust and concluded that the human resources available at
Eaton Vance were appropriate to fulfill effectively the duties of the Adviser on
behalf of the Trust. The Special Committee also considered the business
reputation of the Adviser, its financial resources and professional liability
insurance coverage and concluded that Eaton Vance would be able to meet any
reasonably foreseeable obligations under the Advisory Agreement.

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 18
<PAGE>
TRUSTEES AND OFFICERS
--------------------------------------------------------------------------------

The Special Committee received information concerning the investment philosophy
and investment process to be applied by Eaton Vance in managing the Trust. In
this regard, the Special Committee considered Eaton Vance's in-house research
capabilities as well as other resources available to Eaton Vance personnel,
including research services that may be available to Eaton Vance as a result of
securities transactions effected for the Trust and other investment advisory
clients. The Special Committee concluded that Eaton Vance's investment process,
research capabilities and philosophy were well suited to the Trust, given the
Trust's investment objective and policies.

In addition to the factors mentioned above, the Special Committee also reviewed
the level of the Adviser's profits in respect of the management of the Eaton
Vance funds, including the Trust. The noninterested Trustees considered the
profits realized by Eaton Vance and its affiliates in connection with the
operation of the Trust. The noninterested Trustees also considered Eaton Vance's
profit margins in comparison with available industry data.

The Special Committee did not consider any single factor as controlling in
determining whether or not to approve the Advisory Agreement. Nor are the items
described herein all encompassing of the matters considered by the noninterested
Trustees. In assessing the information provided by Eaton Vance and its
affiliates, the Special Committee also took into consideration the benefits to
shareholders of investing in a fund that is part of a large family of funds,
which provides a large variety of shareholder services.

Based on their consideration of all factors that it deemed material and assisted
by the advice of its independent counsel, the Special Committee concluded that
the approval of the Advisory Agreement, including the fee structure (described
herein) is in the interests of shareholders.

SHARE OWNERSHIP
The following table shows the dollar range of equity securities beneficially
owned by each Trustee in the Trust and all Eaton Vance Trusts overseen by the
Trustee as of December 31, 2002.

<Table>
<Caption>
                                                                  AGGREGATE DOLLAR RANGE OF EQUITY
                                             DOLLAR RANGE OF    SECURITIES OWNED IN ALL REGISTERED
                                           EQUITY SECURITIES      FUNDS OVERSEEN BY TRUSTEE IN THE
NAME OF TRUSTEE                           OWNED IN THE TRUST              EATON VANCE FUND COMPLEX
--------------------------------------------------------------------------------------------------
<S>                                       <C>                   <C>
INTERESTED TRUSTEES
  Jessica M. Bibliowicz.................         None                    $10,001--$50,000
  James B. Hawkes.......................         None                     over $100,000
NONINTERESTED TRUSTEES
  Samuel L. Hayes, III..................         None                     over $100,000
  William H. Park*......................         None                          None
  Ronald A. Pearlman*...................         None                          None
  Norton H. Reamer......................         None                     over $100,000
  Lynn A. Stout.........................         None                    $10,001--$50,000
</Table>

------------
 *  Messrs. Park and Pearlman were appointed as Trustees in 2003, and thus had
    no beneficial ownership of securities in the Trust or in the Eaton Vance
    Fund Complex as of December 31, 2002.

As of December 31, 2002, no noninterested Trustee or any of their immediate
family members owned beneficially or of record any class of securities of EVC,
EVD or any person controlling, controlled by or under common control with EVC or
EVD.

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                                                                              19
<PAGE>
TRUSTEES AND OFFICERS
--------------------------------------------------------------------------------

During the calendar years ended December 31, 2001 and December 31, 2002, no
noninterested Trustee (or their immediate family members) had:

1.  Any direct or indirect interest in Eaton Vance, EVC, EVD or any person
    controlling, controlled by or under common control with EVC or EVD;

2.  Any direct or indirect material interest in any transaction or series of
    similar transactions with (i) the Trust or any Trust; (ii) another fund
    managed by EVC, distributed by EVD or a person controlling, controlled by or
    under common control with EVC or EVD; (iii) EVC or EVD; (iv) a person
    controlling, controlled by or under common control with EVC or EVD; or (v)
    an officer of any of the above; or

3.  Any direct or indirect relationship with (i) the Trust or any Trust; (ii)
    another fund managed by EVC, distributed by EVD or a person controlling,
    controlled by or under common control with EVC or EVD; (iii) EVC or EVD;
    (iv) a person controlling, controlled by or under common control with EVC or
    EVD; or (v) an officer of any of the above.

During the calendar years ended December 31, 2001 and December 31, 2002, no
officer of EVC, EVD or any person controlling, controlled by or under common
control with EVC or EVD served on the Board of Directors of a company where a
noninterested Trustee of the Trust or any of their immediate family members
served as an officer.

Trustees of the Trust who are not affiliated with the Adviser may elect to defer
receipt of all or a percentage of their annual fees in accordance with the terms
of a Trustees Deferred Compensation Plan (the "Trustees' Plan"). Under the
Trustees' Plan, an eligible Trustee may elect to have his deferred fees invested
by the Trust in the shares of one or more funds in the Eaton Vance Family of
Funds, and the amount paid to the Trustees under the Trustees' Plan will be
determined based upon the performance of such investments. Deferral of Trustees'
fees in accordance with the Trustees' Plan will have a negligible effect on the
Trust's assets, liabilities, and net income per share, and will not obligate the
Trust to retain the services of any Trustee or obligate the Trust to pay any
particular level of compensation to the Trustee. The Trust does not have a
retirement plan for its Trustees.

The fees and expenses of the Trustees of the Trust are paid by the Trust. (A
Trustee of the Trust who is a member of the Eaton Vance organization receives no
compensation from the Trust.) During the Trust's fiscal year ending October 31,
2004, it is anticipated that the Trustees of the Trust will earn the following
compensation in their capacities as Trustees. For the year ended December 31,
2002, the Trustees earned the compensation set forth below in their capacities
as Trustees from the funds in the Eaton Vance fund complex(1).

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 20
<PAGE>
TRUSTEES AND OFFICERS
--------------------------------------------------------------------------------


<Table>
<Caption>
                             JESSICA M.   SAMUEL L.    WILLIAM H.           RONALD A.           NORTON H.   LYNN A.
  SOURCE OF COMPENSATION     BIBLIOWICZ   HAYES, III      PARK               PEARLMAN            REAMER      STOUT
--------------------------------------------------------------------------------------------------------------------
<S>                          <C>          <C>          <C>                  <C>                 <C>         <C>
Trust*.....................   $  1,000     $  1,000     $    1,000           $   1,000          $  1,000    $  1,000
Fund Complex...............   $160,000     $180,000        160,000(3)          160,000(3)       $160,000    $160,000(2)
</Table>


------------
 *  Estimated

(1) As of September 25, 2003, the Eaton Vance fund complex consisted of 193
    registered investment companies or series thereof.

(2) Includes $16,000 of deferred compensation.


(3) Messrs. Park and Pearlman were appointed as Trustees in 2003, and thus did
    not receive fees from the Fund complex for the calendar year ended December
    31, 2002. The Fund complex compensation figures listed for each of Mr. Park
    and Mr. Pearlman are estimated for the calendar year ended December 31,
    2003.


PROXY VOTING POLICY
The Trust is subject to the Eaton Vance Funds Proxy Voting Policy and Procedures
(the "Fund Policy"), pursuant to which the Trustees have delegated proxy voting
responsibility to the Adviser and adopted the Adviser's proxy voting policies
and procedures (the "Policies"), which are described below. The Trustees will
review the Trust's proxy voting records from time to time and will annually
consider approving the Policies for the upcoming year. In the event that a
conflict of interest arises between the Trust's shareholders and the Adviser or
any of its affiliates or any affiliate of the Trust, the Adviser will generally
refrain from voting the proxies related to the companies giving rise to such
conflict until it consults with the Board of the Trust except as contemplated
under the Fund Policy. The Board's Special Committee will instruct the Adviser
on the appropriate course of action.

The Policies are designed to promote accountability of a company's management to
its shareholders and to align the interests of management with those
shareholders. The Adviser will generally support company management on proposals
relating to environmental and social policy issues, on matters regarding the
state of organization of the company and routine matters related to corporate
administration which are not expected to have a significant economic impact on
the company or its shareholders. On all other matters, the Adviser will review
each matter on a case-by-case basis and reserves the right to deviate from the
Policies' guidelines when it believes the situation warrants such a deviation.
The Policies include voting guidelines for matters relating to, among other
things, the election of directors, approval of independent auditors, executive
compensation, corporate structure and anti-takeover defenses. The Adviser may
abstain from voting from time to time where it determines that the costs
associated with voting a proxy outweigh the benefits derived from exercising the
right to vote.

In addition, the Adviser will monitor situations that may result in a conflict
of interest between the Trust's shareholders and the Adviser or any of its
affiliates or any affiliate of the Trust by maintaining a list of significant
existing and prospective corporate clients. The Adviser's personnel responsible
for reviewing and voting proxies on behalf of the Trust will report any proxy
received or expected to be received from a company included on that list to
members of senior management of the Adviser identified in the Policies. Such
members of senior management will determine if a conflict exists. If a conflict
does exist, the proxy will either be voted strictly in accordance with the
Policies or the Adviser will seek instruction on how to vote from the Special
Committee. Effective August 31, 2004, information on how the Trust voted proxies
relating to portfolio securities during the 12 month period ended June 30, 2004
will be available (1) without charge, upon request, by calling 1-800-262-1122,
and (2) on the Securities and Exchange Commission's website at
http://www.sec.gov.

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                                                                              21
<PAGE>

--------------------------------------------------------------------------------

Investment advisory and other services

Eaton Vance, its affiliates and its predecessor companies have been managing
assets of individuals and institutions since 1924 and of investment companies
since 1931. They maintain a large staff of experienced fixed-income, senior loan
and equity investment professionals to service the needs of their clients. The
fixed-income group focuses on all kinds of taxable investment-grade and
high-yield securities, tax-exempt investment-grade and high-yield securities,
and U.S. Government securities. The senior loan group focuses on senior floating
rate loans, unsecured loans and other floating rate debt securities such as
notes, bonds and asset backed securities. The equity group covers stocks ranging
from blue chip to emerging growth companies. Eaton Vance and its affiliates act
as adviser to a family of mutual funds, and individual and various institutional
accounts, including corporations, hospitals, retirement plans, universities,
foundations and trusts.

The Trust will be responsible for all of its costs and expenses not expressly
stated to be payable by Eaton Vance under the Advisory Agreement or
Administration Agreement. Such costs and expenses to be borne by the Trust
include, without limitation: custody and transfer agency fees and expenses,
including those incurred for determining net asset value and keeping accounting
books and records; expenses of pricing and valuation services; the cost of share
certificates; membership dues in investment company organizations; expenses of
acquiring, holding and disposing of securities and other investments; fees and
expenses of registering under the securities laws, stock exchange listing fees
and governmental fees; rating agency fees and preferred share remarketing
expenses; expenses of reports to shareholders, proxy statements and other
expenses of shareholders' meetings; insurance premiums; printing and mailing
expenses; interest, taxes and corporate fees; legal and accounting expenses;
compensation and expenses of Trustees not affiliated with Eaton Vance; expenses
of conducting repurchase offers for the purpose of repurchasing Trust shares;
and investment advisory and administration fees. The Trust will also bear
expenses incurred in connection with any litigation in which the Trust is a
party and any legal obligation to indemnify its officers and Trustees with
respect thereto, to the extent not covered by insurance.

The Advisory Agreement with the Adviser continues in effect to October 20, 2005
and from year to year so long as such continuance is approved at least annually
(i) by the vote of a majority of the noninterested Trustees of the Trust or of
the Adviser cast in person at a meeting specifically called for the purpose of
voting on such approval and (ii) by the Board of Trustees of the Trust or by
vote of a majority of the outstanding interests of the Trust. The Trust's
Administration Agreement continues in effect from year to year so long as such
continuance is approved at least annually by the vote of a majority of the
Trust's Trustees. Each agreement may be terminated at any time without penalty
on sixty (60) days' written notice by the Trustees of the Trust or Eaton Vance,
as applicable, or by vote of the majority of the outstanding shares of the
Trust. Each agreement will terminate automatically in the event of its
assignment. Each agreement provides that, in the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of its obligations or duties
to the Trust under such agreements on the part of Eaton Vance, Eaton Vance shall
not be liable to the Trust for any loss incurred, to the extent not covered by
insurance.

Eaton Vance is a business trust organized under Massachusetts law. EV serves as
trustee of Eaton Vance. Eaton Vance and EV are subsidiaries of EVC, a Maryland
corporation and publicly-held holding company. EVC through its subsidiaries and
affiliates engages primarily in investment management, administration and
marketing activities. The Directors of EVC are James B. Hawkes, John G. L.
Cabot, Thomas E. Faust Jr., Leo I. Higdon, Jr., John M. Nelson, Vincent M.
O'Reilly and Ralph Z. Sorenson. All shares of the outstanding Voting Common
Stock of EVC are deposited in a voting trust, the voting trustees of which are
Messrs. James B. Hawkes, Jeffrey P. Beale, Alan R. Dynner, Thomas E. Faust, Jr.,
Thomas J. Fetter, Scott H. Page, Duncan W. Richardson, William M.

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 22
<PAGE>
INVESTMENT ADVISORY AND OTHER SERVICES
--------------------------------------------------------------------------------

Steul, Payson F. Swaffield, Michael W. Weilheimer and Wharton P. Whitaker (all
of whom are officers of Eaton Vance or its affiliates). The voting trustees have
unrestricted voting rights for the election of Directors of EVC. All of the
outstanding voting trust receipts issued under said voting trust are owned by
certain of the officers of BMR and Eaton Vance and its affiliates who are also
officers, or officers and Directors of EVC and EV. As indicated under "Trustees
and Officers", all of the officers of the Trust (as well as Mr. Hawkes who is
also a Trustee) hold positions in the Eaton Vance organization.

EVC and its affiliates and their officers and employees from time to time have
transactions with various banks, including the custodian of the Trust, IBT. It
is Eaton Vance's opinion that the terms and conditions of such transactions were
not and will not be influenced by existing or potential custodial or other
relationships between the Trust and such banks.

INVESTMENT ADVISORY SERVICES
Under the general supervision of the Trust's Board of Trustees, Eaton Vance will
carry out the investment and reinvestment of the assets of the Trust, will
furnish continuously an investment program with respect to the Trust, will
determine which securities should be purchased, sold or exchanged, and will
implement such determinations. Eaton Vance will furnish to the Trust investment
advice and provide related office facilities and personnel for servicing the
investments of the Trust. Eaton Vance will compensate all Trustees and officers
of the Trust who are members of the Eaton Vance organization and who render
investment services to the Trust, and will also compensate all other Eaton Vance
personnel who provide research and investment services to the Trust.

ADMINISTRATIVE SERVICES
Under the Administration Agreement, Eaton Vance is responsible for managing the
business affairs of the Trust, subject to the supervision of the Trust's Board
of Trustees. Eaton Vance will furnish to the Trust all office facilities,
equipment and personnel for administering the affairs of the Trust. Eaton Vance
will compensate all Trustees and officers of the Trust who are members of the
Eaton Vance organization and who render executive and administrative services to
the Trust, and will also compensate all other Eaton Vance personnel who perform
management and administrative services for the Trust. Eaton Vance's
administrative services include recordkeeping, preparation and filing of
documents required to comply with federal and state securities laws, supervising
the activities of the Trust's custodian and transfer agent, providing assistance
in connection with the Trustees and shareholders' meetings, providing services
in connection with quarterly repurchase offers and other administrative services
necessary to conduct the Trust's business.

CODE OF ETHICS
The Adviser and the Trust have adopted a Code of Ethics governing personal
securities transactions. Under the Code, Eaton Vance employees may purchase and
sell securities (including securities held or eligible for purchase by the
Trust) subject to certain pre-clearance and reporting requirements and other
procedures.

The Code can be reviewed and copied at the Securities and Exchange Commission's
public reference room in Washington, DC (call 1-202-942-8090 for information on
the operation of the public reference room); on the EDGAR Database on the SEC's
Internet site (http://www.sec.gov); or, upon payment of copying fees, by writing
the SEC's public reference section, Washington, DC 20549-0102, or by electronic
mail at publicinfo@sec.gov.

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                                                                              23
<PAGE>

--------------------------------------------------------------------------------

Determination of net asset value

The net asset value per Share of the Trust is determined no less frequently than
daily, generally on each day of the week that the New York Stock Exchange (the
"Exchange") is open for trading, as of the close of regular trading on the
Exchange (normally 4:00 p.m. New York time). The Trust's net asset value per
Share is determined by IBT, in the manner authorized by the Trustees of the
Trust. Net asset value is computed by dividing the value of the Trust's total
assets, less its liabilities by the number of shares outstanding.

The Adviser uses an independent pricing service to value most loans, and other
debt securities at their market value. The Adviser may use the fair value method
to value loans or other securities if market quotations for them are not readily
available or are deemed unreliable, or if events occurring after the close of a
securities market and before the Trust values its assets would materially affect
net asset value. A security that is fair valued may be valued at a price higher
or lower than actual market quotations or the value determined by other funds
using their own fair valuation procedures.

The Trustees have approved and monitor the procedures under which Senior Loans
are valued. The Adviser and the Valuation Committee may implement new pricing
methodologies or expand mark-to-market valuation of Senior Loans in the future,
which may result in a change in the Trust's net asset value per share. The
Trust's net asset value per share will also be affected by fair value pricing
decisions and by changes in the market for Senior Loans. In determining the fair
value of a Senior Loan, the Adviser will consider relevant factors, data, and
information, including: (i) the characteristics of and fundamental analytical
data relating to the Senior Loan, including the cost, size, current interest
rate, period until next interest rate reset, maturity and base lending rate of
the Senior Loan, the terms and conditions of the Senior Loan and any related
agreements, and the position of the Senior Loan in the Borrower's debt
structure; (ii) the nature, adequacy and value of the collateral, including the
Trust's rights, remedies and interests with respect to the collateral; (iii) the
creditworthiness of the Borrower, based on an evaluation 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 Senior Loan, including price quotations for and trading in
the Senior Loan and interests in similar Senior Loans and the market environment
and investor attitudes towards the Senior Loan and interests in similar Senior
Loans; (v) the experience, reputation, stability and financial condition of the
Agent and any intermediate participants in the Senior Loan; and (vi) general
economic and market conditions affecting the fair value of the Senior Loan. The
fair value of each Senior Loan is reviewed and approved by the Adviser's
Valuation Committee and the Trust's Trustees.

Non-loan holdings (other than debt securities, including short term obligations)
may be valued on the basis of prices furnished by one or more pricing services
that determine prices for normal, institutional-size 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 sale price on the exchange that is the primary market for
such securities, or the average of the last quoted bid price and asked 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. Marketable
securities listed on the NASDAQ National Market System are valued at the NASDAQ
official closing price. The value of interest rate swaps will be based upon a
dealer quotation.

Debt securities for which the over-the-counter market is the primary market are
normally valued on the basis of prices furnished by one or more pricing services
at the mean between the latest available bid and asked prices. OTC options are
valued at the mean between the bid and asked prices provided by dealers.
Financial futures contracts listed on commodity exchanges and exchange-traded
options are

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 24
<PAGE>
DETERMINATION OF NET ASSET VALUE
--------------------------------------------------------------------------------

valued at closing settlement prices. Short-term obligations having remaining
maturities of less than 60 days are valued at amortized cost, which approximates
value, unless the Trustees determine that under particular circumstances such
method does not result in fair value. As authorized by the Trustees, debt
securities (other than short-term obligations) may be valued on the basis of
valuations furnished by a pricing service that determines valuations based upon
market transactions for normal, institutional-size trading units of such
securities. Securities for which there is no such quotation or valuation and all
other assets are valued at fair value as determined in good faith by or at the
direction of the Trust's Trustees.


Generally, trading in the foreign securities owned by the Trust is substantially
completed each day at various times prior to the close of the Exchange. The
values of these securities used in determining the net asset value of the Trust
generally are computed as of such times. Occasionally, events affecting the
value of foreign securities may occur between such times and the close of the
Exchange, which will not be reflected in the computation of the Trust's net
asset value (unless the Trust deems that such events would materially affect its
net asset value, in which case an adjustment would be made and reflected in such
computation). The Trust may rely on an independent fair valuation service in
making any such adjustment. Foreign securities and currency held by the Trust
will be valued in U.S. dollars; such values will be computed by the custodian
based on foreign currency exchange rate quotations supplied by an independent
quotation service.


Portfolio trading

Decisions concerning the execution of portfolio Senior Loan and other security
transactions, including the selection of the market and the executing firm, are
made by the Adviser. The Adviser is also responsible for the execution of
transactions for all other accounts managed by it. The Adviser places the
portfolio security transactions of the Trust and of all other accounts managed
by it for execution with many firms. The Adviser uses its best efforts to obtain
execution of portfolio security transactions at prices that are advantageous to
the Trust and at reasonably competitive spreads or (when a disclosed commission
is being charged) at reasonably competitive commission rates. In seeking such
execution, the Adviser will use its best judgment in evaluating the terms of a
transaction, and will give consideration to various relevant factors, including
without limitation the full range and quality of the executing firm's services,
the value of the brokerage and research services provided, the responsiveness of
the firm to the Adviser, the size and type of the transaction, the nature and
character of the market for the security, the confidentiality, speed and
certainty of effective execution required for the transaction, the general
execution and operational capabilities of the executing firm, the reputation,
reliability, experience and financial condition of the firm, the value and
quality of the services rendered by the firm in this and other transactions, and
the reasonableness of the spread or commission, if any.

The Trust will acquire Senior Loans from major international banks, selected
domestic regional banks, insurance companies, finance companies and other
financial institutions. In selecting financial institutions from which Senior
Loans may be acquired, the Adviser will consider, among other factors, the
financial strength, professional ability, level of service and research
capability of the institution. While these financial institutions are generally
not required to repurchase Senior Loans that they have sold, they may act as
principal or on an agency basis in connection with their sale by the Trust.

Other fixed income obligations that may be purchased and sold by the Trust are
generally traded in the over-the-counter market on a net basis (i.e., without
commission) through broker-dealers or banks acting for their own account rather
than as brokers, or otherwise involve transactions directly with the issuers of
such obligations. The Trust may also purchase fixed income and other securities
from underwriters, the cost of which may include undisclosed fees and
concessions to the underwriters.

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                                                                              25
<PAGE>
PORTFOLIO TRADING
--------------------------------------------------------------------------------

Transactions on stock exchanges and other agency transactions involve the
payment of negotiated brokerage commissions. Such commissions vary among
different broker-dealer firms, and a particular broker-dealer may charge
different commissions according to such factors as the difficulty and size of
the transaction and the volume of business done with such broker-dealer.
Transactions in foreign securities often involve the payment of brokerage
commissions, which may be higher than those in the United States. There is
generally no stated commission in the case of securities traded in the over-the-
counter markets, but the price paid or received usually includes an undisclosed
dealer markup or markdown.

Although spreads or commissions paid on portfolio security transactions will, in
the judgment of the Adviser, be reasonable in relation to the value of the
services provided, commissions exceeding those that another firm might charge
may be paid to broker-dealers who were selected to execute transactions on
behalf of the Adviser's clients in part for providing brokerage and research
services to the Adviser.

As authorized in Section 28(e) of the Securities Exchange Act of 1934, a broker
or dealer who executes a portfolio transaction on behalf of the Trust may
receive a commission that is in excess of the amount of commission another
broker or dealer would have charged for effecting that transaction if the
Adviser determines in good faith that such compensation was reasonable in
relation to the value of the brokerage and research services provided. This
determination may be made on the basis of that particular transaction or on the
basis of overall responsibilities which the Adviser and its affiliates have for
accounts over which they exercise investment discretion. In making any such
determination, the Adviser will not attempt to place a specific dollar value on
the brokerage and research services provided or to determine what portion of the
commission should be related to such services. Brokerage and research services
may include advice as to the value of securities, the advisability of investing
in, purchasing, or selling securities, and the availability of securities or
purchasers or sellers of securities; furnishing analyses and reports concerning
issuers, industries, securities, economic factors and trends, portfolio strategy
and the performance of accounts; effecting securities transactions and
performing functions incidental thereto (such as clearance and settlement); and
the "Research Services" referred to in the next paragraph.

It is a common practice of the investment advisory industry and of the advisers
of investment companies, institutions and other investors to receive research,
analytical, statistical and quotation services, data, information and other
services, products and materials that assist such advisers in the performance of
their investment responsibilities ("Research Services") from broker-dealer firms
that execute portfolio transactions for the clients of such advisers and from
third parties with which such broker-dealers have arrangements. Consistent with
this practice, the Adviser receives Research Services from many broker-dealer
firms with which the Adviser places the Trust's transactions and from third
parties with which these broker-dealers have arrangements. These Research
Services include such matters as general economic, political, business and
market information, industry and company reviews, evaluations of securities and
portfolio strategies and transactions, proxy voting data and analysis services,
technical analysis of various aspects of the securities market, recommendations
as to the purchase and sale of securities and other portfolio transactions,
financial, industry and trade publications, news and information services,
pricing and quotation equipment and services, and research oriented computer
hardware, software, data bases and services. Any particular Research Service
obtained through a broker-dealer may be used by the Adviser in connection with
client accounts other than those accounts that pay commissions to such
broker-dealer. Any such Research Service may be broadly useful and of value to
the Adviser in rendering investment advisory services to all or a significant
portion of its clients, or may be relevant and useful for the management of only
one client's account or of a few clients' accounts, or may be useful for the
management of merely a segment of certain clients' accounts, regardless of
whether any such account or accounts paid

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 26
<PAGE>
PORTFOLIO TRADING
--------------------------------------------------------------------------------

commissions to the broker-dealer through which such Research Service was
obtained. The advisory fee paid by the Trust is not reduced because the Adviser
receives such Research Services. The Adviser evaluates the nature and quality of
the various Research Services obtained through broker-dealer firms and attempts
to allocate sufficient portfolio security transactions to such firms to ensure
the continued receipt of Research Services that the Adviser believes are useful
or of value to it in rendering investment advisory services to its clients.

The Trust and the Adviser may also receive Research Services from underwriters
and dealers in fixed-price offerings, which Research Services are reviewed and
evaluated by the Adviser in connection with its investment responsibilities. The
investment companies sponsored by the Adviser or its affiliates may allocate
trades in such offerings to acquire information relating to the performance,
fees and expenses of such companies and other mutual funds, which information is
used by the Trustees of such companies to fulfill their responsibility to
oversee the quality of the services provided by various entities, including the
Adviser, to such companies. Such companies may also pay cash for such
information.

Subject to the requirement that the Adviser shall use its best efforts to seek
and execute portfolio Senior Loan and other security transactions at
advantageous prices and at reasonably competitive spreads or commission rates,
the Adviser is authorized to consider as a factor in the selection of any
broker-dealer firm with whom portfolio orders may be placed the fact that such
firm has sold or is selling shares of the Trust or of other investment companies
sponsored by the Adviser. This policy is not inconsistent with a rule of the
National Association of Securities Dealers, Inc. ("NASD"), which rule provides
that no firm which is a member of the NASD shall favor or disfavor the
distribution of shares of any particular investment company or group of
investment companies on the basis of brokerage commissions received or expected
by such firm from any source.

Securities considered as investments for the Trust may also be appropriate for
other investment accounts managed by the Adviser or its affiliates. Whenever
decisions are made to buy or sell securities by the Trust and one or more of
such other accounts simultaneously, the Adviser will allocate the security
transactions (including "hot" issues) in a manner which it believes to be
equitable under the circumstances. As a result of such allocations, there may be
instances where the Trust will not participate in a transaction that is
allocated among other accounts. If an aggregated order cannot be filled
completely, allocations will generally be made on a pro rata basis. An order may
not be allocated on a pro rata basis where, for example: (i) consideration is
given to portfolio managers who have been instrumental in developing or
negotiating a particular investment; (ii) consideration is given to an account
with specialized investment policies that coincide with the particulars of a
specific investment; (iii) pro rata allocation would result in odd-lot or de
minimis amounts being allocated to a portfolio or other client; or (iv) where
the Adviser reasonably determines that departure from a pro rata allocation is
advisable. While these aggregation and allocation policies could have a
detrimental effect on the price or amount of the securities available to the
Trust from time to time, it is the opinion of the Trustees of the Trust that the
benefits from the Adviser's organization outweigh any disadvantage that may
arise from exposure to simultaneous transactions.

Taxes

The following discussion of federal income tax matters is based on the advice of
Kirkpatrick & Lockhart LLP, counsel to the Trust. The Trust intends to elect to
be treated and to qualify each year as a regulated investment company ("RIC")
under the Internal Revenue Code of 1986, as amended (the "Code"). Accordingly,
the Trust intends to satisfy certain requirements relating to sources of its
income and diversification of its assets and to distribute substantially all of
its net income and net short-term and long-term capital gains (after reduction
by any available capital loss carryforwards) in

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                                                                              27
<PAGE>
TAXES
--------------------------------------------------------------------------------

accordance with the timing requirements imposed by the Code, so as to maintain
its RIC status and to avoid paying any federal income or excise tax. To the
extent it qualifies for treatment as a RIC and satisfies the above-mentioned
distribution requirements, the Trust will not be subject to federal income tax
on income paid to its shareholders in the form of dividends or capital gain
distributions.

In order to avoid incurring a 4% federal excise tax obligation, the Code
requires that the Trust distribute (or be deemed to have distributed) by
December 31 of each calendar year an amount at least equal to the sum of (i) 98%
of its ordinary income for such year and (ii) 98% of its capital gain net income
(which is the excess of its realized net long-term capital gain over its
realized net short-term capital loss), generally computed on the basis of the
one-year period ending on October 31 of such year, after reduction by any
available capital loss carryforwards, plus 100% of any ordinary income and
capital gain net income from the prior year (as previously computed) that were
not paid out during such year and on which the Trust paid no federal income tax.
Under current law, provided that the Trust qualifies as a RIC for federal income
tax purposes, the Trust should not be liable for any income, corporate excise or
franchise tax in The Commonwealth of Massachusetts.

If the Trust does not qualify as a RIC for any taxable year, the Trust's taxable
income will be subject to corporate income taxes, and all distributions from
earnings and profits, including distributions of net capital gain (if any), will
be taxable to the shareholder as ordinary income. In addition, in order to
requalify for taxation as a RIC, the Trust may be required to recognize
unrealized gains, pay substantial taxes and interest, and make certain
distributions.

The Trust's investment in zero coupon and certain other securities will cause it
to realize income prior to the receipt of cash payments with respect to these
securities. Such income will be accrued daily by the Trust and, in order to
avoid a tax payable by the Trust, the Trust may be required to liquidate
securities that it might otherwise have continued to hold in order to generate
cash so that the Trust may make required distributions to its shareholders.

Investments in lower rated or unrated securities may present special tax issues
for the Trust to the extent that the issuers of these securities default on
their obligations pertaining thereto. The Code is not entirely clear regarding
the federal income tax consequences of the Trust's taking certain positions in
connection with ownership of such distressed securities.

Any recognized gain or income attributable to market discount on long-term debt
obligations (i.e., on obligations with a term of more than one year except to
the extent of a portion of the discount attributable to original issue discount)
purchased by the Trust is taxable as ordinary income. A long-term debt
obligation is generally treated as acquired at a market discount if purchased
after its original issue at a price less than (i) the stated principal amount
payable at maturity, in the case of an obligation that does not have original
issue discount or (ii) in the case of an obligation that does have original
issue discount, the sum of the issue price and any original issue discount that
accrued before the obligation was purchased, subject to a de minimis exclusion.

The Trust's investments in options, futures contracts, hedging transactions,
forward contracts (to the extent permitted) and certain other transactions will
be subject to special tax rules (including mark-to-market, constructive sale,
straddle, wash sale, short sale and other rules), the effect of which may be to
accelerate income to the Trust, defer Trust losses, cause adjustments in the
holding periods of securities held by the Trust, convert capital gain into
ordinary income and convert short-term capital losses into long-term capital
losses. These rules could therefore affect the amount, timing and character of
distributions to shareholders. The Trust may be required to limit its activities
in options and futures contracts in order to enable it to maintain its RIC
status.

Any loss realized upon the sale or exchange of Trust shares with a holding
period of 6 months or less will be treated as a long-term capital loss to the
extent of any capital gain distributions received with

--------------------------------------------------------------------------------
 28
<PAGE>
TAXES
--------------------------------------------------------------------------------

respect to such shares. In addition, all or a portion of a loss realized on a
redemption or other disposition of Trust shares may be disallowed under "wash
sale" rules to the extent the shareholder acquires other shares of the same
Trust (whether through the reinvestment of distributions or otherwise) within
the period beginning 30 days before the redemption of the loss shares and ending
30 days after such date. Any disallowed loss will result in an adjustment to the
shareholder's tax basis in some or all of the other shares acquired.

Sales charges paid upon a purchase of shares cannot be taken into account for
purposes of determining gain or loss on a sale of the shares before the 91st day
after their purchase to the extent a sales charge is reduced or eliminated in a
subsequent acquisition of shares of the Trust (or of another fund) pursuant to
the reinvestment or exchange privilege. Any disregarded amounts will result in
an adjustment to the shareholder's tax basis in some or all of any other shares
acquired.

Dividends and distributions on the Trust's shares are generally subject to
federal income tax as described herein to the extent they do not exceed the
Trust's realized income and gains, even though such dividends and distributions
may economically represent a return of a particular shareholder's investment.
Such distributions are likely to occur in respect of shares purchased at a time
when the Trust's net asset value reflects gains that are either unrealized, or
realized but not distributed. Such realized gains may be required to be
distributed even when the Trust's net asset value also reflects unrealized
losses. Certain distributions declared in October, November or December and paid
in the following January will be taxed to shareholders as if received on
December 31 of the year in which they were declared. In addition, certain other
distributions made after the close of a taxable year of the Trust may be
"spilled back" and treated as paid by the Trust (except for purposes of the 4%
excise tax) during such taxable year. In such case, shareholders will be treated
as having received such dividends in the taxable year in which the distributions
were actually made. Dividends paid out of the Trust's investment company taxable
income are generally taxable to a Shareholder as ordinary income to the extent
of the Trust's earnings and profits. Dividends with respect to the Shares
generally will not constitute "qualified dividends" for federal income tax
purposes and thus will not be eligible for the new favorable long-term capital
gains tax rates.

Amounts paid by the Trust to individuals and certain other shareholders who have
not provided the Trust with their correct taxpayer identification number ("TIN")
and certain certifications required by the Internal Revenue Service (the "IRS")
as well as shareholders with respect to whom the Trust has received certain
information from the IRS or a broker may be subject to "backup" withholding of
federal income tax arising from the Trust's taxable dividends and other
distributions as well as the gross proceeds of sales of shares, at a rate of up
to 28% for amounts paid during 2003. An individual's TIN is generally his or her
social security number. Backup withholding is not an additional tax. Any amounts
withheld under the backup withholding rules from payments made to a shareholder
may be refunded or credited against such shareholder's U.S. federal income tax
liability, if any, provided that the required information is furnished to the
IRS.

The foregoing discussion does not address the special tax rules applicable to
certain classes of investors, such as tax-exempt entities, foreign investors,
insurance companies and financial institutions. shareholders should consult
their own tax advisers with respect to special tax rules that may apply in their
particular situations, as well as the state, local, and, where applicable,
foreign tax consequences of investing in the Trust.

The Trust will inform shareholders of the source and tax status of all
distributions promptly after the close of each calendar year. The IRS has taken
the position that if a RIC has more than one class of shares, it may designate
distributions made to each class in any year as consisting of no more than that
class's proportionate share of particular types of income for that year,
including ordinary income and net capital gain. A class's proportionate share of
a particular type of income for a year is determined according to the percentage
of total dividends paid by the RIC during that year to the class.

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                                                                              29
<PAGE>
TAXES
--------------------------------------------------------------------------------

Accordingly, the Trust intends to designate a portion of its distributions in
capital gain dividends in accordance with the IRS position.

Although the matter is not free from doubt, due to the absence of direct
regulatory or judicial authority, in the opinion of Kirkpatrick & Lockhart LLP,
counsel to the Trust, under current law the manner in which the Trust intends to
allocate items of ordinary income and net capital gain among the Trust's Common
Shares and Auction Preferred Shares will be respected for federal income tax
purposes. It is possible that the IRS could disagree with counsel's opinion and
attempt to reallocate the Trust's net capital gain or other taxable income.

STATE AND LOCAL TAXES

Shareholders should consult their own tax advisers as the state or local tax
consequences of investing in the Trust.

Other information

The Trust is an organization of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders of such a trust may, in
certain circumstances, be held personally liable as partners for the obligations
of the trust. The Declaration of Trust contains an express disclaimer of
shareholder liability in connection with the Trust property or the acts,
obligations or affairs of the Trust. The Declaration of Trust also provides for
indemnification out of the Trust property of any shareholder held personally
liable for the claims and liabilities to which a shareholder may become subject
by reason of being or having been a shareholder. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited to
circumstances in which the Trust itself is unable to meet its obligations. The
Trust has been advised by its counsel that the risk of any shareholder incurring
any liability for the obligations of the Trust is remote.

The Declaration of Trust provides that the Trustees will not be liable for
errors of judgment or mistakes of fact or law; but nothing in the Declaration of
Trust protects a Trustee against any liability to the Trust or its shareholders
to which he or she would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence, or reckless disregard of the duties involved in the
conduct of his or her office. Voting rights are not cumulative, which means that
the holders of more than 50% of the shares voting for the election of Trustees
can elect 100% of the Trustees and, in such event, the holders of the remaining
less than 50% of the shares voting on the matter will not be able to elect any
Trustees.

The Declaration of Trust provides that no person shall serve as a Trustee if
shareholders holding two-thirds of the outstanding shares have removed him from
that office either by a written declaration filed with the Trust's custodian or
by votes cast at a meeting called for that purpose. The Declaration of Trust
further provides that the Trustees of the Trust shall promptly call a meeting of
the shareholders for the purpose of voting upon a question of removal of any
such Trustee or Trustees when requested in writing so to do by the record
holders of not less than 10 per centum of the outstanding shares.

The Trust's Prospectus and this SAI do not contain all of the information set
forth in the Registration Statement that the Trust has filed with the SEC. The
complete Registration Statement may be obtained from the SEC upon payment of the
fee prescribed by its Rules and Regulations.

Independent auditors

Deloitte & Touche, Boston, Massachusetts are the independent auditors for the
Trust, providing audit services, tax return preparation, and assistance and
consultation with respect to the preparation of filings with the SEC.

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 30
<PAGE>


Independent Auditors' Report



TO THE TRUSTEES AND SHAREHOLDER OF


EATON VANCE SENIOR FLOATING-RATE TRUST:



We have audited the accompanying statement of assets and liabilities of Eaton
Vance Senior Floating-Rate Trust (the "Trust") as of November 12, 2003 and the
related statement of operations for the period from August 5, 2003 (date of
organization) through November 12, 2003. These financial statements are the
responsibility of the Trust's management. Our responsibility is to express an
opinion on these financial statements based on our audit.



We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Eaton Vance Senior
Floating-Rate Trust as of November 12, 2003, and the result of its operations
for the period from August 5, 2003 (date of organization) through November 12,
2003 in conformity with accounting principles generally accepted in the United
States of America.



Deloitte & Touche LLP


Boston, Massachusetts


November 13, 2003


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                                                                              31
<PAGE>

--------------------------------------------------------------------------------

Eaton Vance Senior Floating-Rate Trust

STATEMENT OF ASSETS AND LIABILITIES

NOVEMBER 12, 2003



<Table>
<S>                                                           <C>
ASSETS
  Cash......................................................  $100,000
  Offering costs............................................   500,000
  Receivable from Adviser...................................     7,500
                                                              --------
  Total assets..............................................  $607,500
                                                              ========
LIABILITIES
  Accrued offering costs....................................  $500,000
  Accrued organizational costs..............................     7,500
                                                              --------
  Total liabilities.........................................  $507,500
                                                              ========
Net assets applicable to 5,000 common shares of beneficial
  interest issued and outstanding...........................  $100,000
                                                              ========
NET ASSET VALUE AND OFFERING PRICE PER SHARE................  $  20.00
                                                              ========
</Table>


STATEMENT OF OPERATIONS

PERIOD FROM AUGUST 5, 2003 (DATE OF ORGANIZATION) THROUGH NOVEMBER 12, 2003



<Table>
<S>                                                           <C>
INVESTMENT INCOME...........................................  $    --
                                                              -------
EXPENSES
  Organization costs........................................  $ 7,500
  Expense reimbursement.....................................   (7,500)
                                                              -------
     Net expenses...........................................  $    --
                                                              -------
NET INVESTMENT INCOME.......................................  $    --
                                                              =======
</Table>


                       See notes to financial statements.

--------------------------------------------------------------------------------
 32
<PAGE>

Notes to financial statements

NOTE 1:  ORGANIZATION


The Trust was organized as a Massachusetts business trust on August 5, 2003, and
has been inactive since that date except for matters relating to its
organization and registration as a diversified, closed-end management investment
company under the Investment Company Act of 1940, as amended, and the Securities
Act of 1933, as amended, and the sale of 5,000 common shares to Eaton Vance
Management, the Trust's Investment Adviser.



Eaton Vance Management, or an affiliate, has agreed to reimburse all
organizational costs, estimated at approximately $7,500.



Eaton Vance Management, or an affiliate, has agreed to pay all offering costs
(other than sales loads) that exceed $0.04 per common share.



The Trust's investment objective is to provide a high level of current income.
The Trust may, as a secondary objective, also seek preservation of capital to
the extent consistent with its primary goal of high current income.


NOTE 2:  ACCOUNTING POLICIES

The Trust's financial statements are prepared in accordance with accounting
principles generally accepted in the United States of America which require the
use of management estimates. Actual results may differ from those estimates.


The Trust's share of offering costs will be recorded within paid in capital as a
reduction of the proceeds from the sale of common shares upon the commencement
of Trust operations. The offering costs reflected above assume the sale of
12,500,000 common shares.


NOTE 3:  INVESTMENT MANAGEMENT AGREEMENT


Pursuant to an investment advisory agreement between the Adviser and the Trust,
the Trust has agreed to pay an investment advisory fee, payable on a monthly
basis, at an annual rate of 0.75% of the average daily gross assets of the
Trust. Gross assets of the Trust shall be calculated by deducting accrued
liabilities of the Trust not including the amount of any preferred shares
outstanding or the principal amount of any indebtedness for money borrowed.



In addition, Eaton Vance has contractually agreed to reimburse the Trust for
fees and other expenses in the amount of 0.20% of the average daily gross assets
for the first 5 full years of the Trust's operations, 0.15% of average weekly
gross assets in year 6, 0.10% in year 7 and 0.05% in year 8. This reimbursement
is exclusive of the Trust's organizational and offering costs.


NOTE 4:  FEDERAL INCOME TAXES

The Trust intends to comply with the requirements of the Internal Revenue Code
applicable to regulated investment companies and to distribute all of its
taxable income, including any net realized gain on investments.

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                                                                              33
<PAGE>

                                                             APPENDIX A: RATINGS
--------------------------------------------------------------------------------

Description of securities ratings+
Moody's Investors Service, Inc.

LONG-TERM DEBT SECURITIES RATINGS

AAA:  Bonds that are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

AA:  Bonds that are rated Aa are judged to be of high quality by all standards.
Together with the AAA group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present that make the
long term risk appear somewhat larger than the Aaa securities.

A:  Bonds that are rated A possess many favorable investment attributes and are
to be considered as upper-medium-grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.

BAA:  Bonds that are rated Baa are considered as medium-grade obligations (i.e.,
they are neither highly protected nor poorly secured). Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

BA:  Bonds that are rated Ba are judged to have speculative elements; their
future cannot be considered as well-assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during other good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B:  Bonds that are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

CAA:  Bonds that are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

CA:  Bonds that are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

C:  Bonds that are rated C are the lowest rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

---------------

+ The ratings indicated herein are believed to be the most recent ratings
  available at the date of this SAI for the securities listed. Ratings are
  generally given to securities at the time of issuance. While the rating
  agencies may from time to time revise such ratings, they undertake no
  obligation to do so, and the ratings indicated do not necessarily represent
  ratings that would be given to these securities on the date of the Trust's
  fiscal year end.

--------------------------------------------------------------------------------
                                                                            A- 1
<PAGE>
DESCRIPTION OF SECURITIES RATINGS
--------------------------------------------------------------------------------

Absence of Rating:  Where no rating has been assigned or where a rating has been
suspended or withdrawn, it may be for reasons unrelated to the quality of the
issue.

Should no rating be assigned, the reason may be one of the following:

1.  An application for rating was not received or accepted.

2.  The issue or issuer belongs to a group of securities or companies that are
    not rated as a matter of policy.

3.  There is a lack of essential data pertaining to the issue or issuer.

4.  The issue was privately placed, in which case the rating is not published in
    Moody's publications.

Suspension or withdrawal may occur if new and material circumstances arise, the
effects of which preclude satisfactory analysis; if there is no longer available
reasonable up-to-date data to permit a judgment to be formed; if a bond is
called for redemption; or for other reasons.

Note:  Moody's applies numerical modifiers, 1, 2 and 3 in each generic rating
classification from Aa through B in its bond rating system. The modifier 1
indicates that the security ranks in the higher end of its generic rating
category; the modifier 2 indicates a mid-range ranking; and the modifier 3
indicates that the issue ranks in the lower end of its generic rating category.

SHORT-TERM DEBT SECURITIES RATINGS
Moody's short-term debt ratings are opinions of the ability of issuers to repay
punctually senior debt obligations. These obligations have an original maturity
not exceeding one year, unless explicitly noted.

Moody's employs the following three designations, all judged to be investment
grade, to indicate the relative repayment ability of rated issuers:

PRIME-1:  Issuers rated Prime-1 (or supporting institutions) have a superior
ability for repayment of senior short-term debt obligations. Prime-1 repayment
ability will often be evidenced by many of the following characteristics:
leading market positions in well-established industries; high rates of return on
funds employed; conservative capitalization structure with moderate reliance on
debt and ample asset protection; broad margins in earnings coverage of fixed
financial charges and high internal cash generation; and well-established access
to a range of financial markets and assured sources of alternate liquidity.

PRIME-2:  Issuers rated Prime-2 (or supporting institutions) have a strong
ability for repayment of senior short-term debt obligations. This will normally
be evidenced by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, may be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.

PRIME-3:  Issuers rated Prime-3 (or supporting institutions) have an acceptable
ability for repayment of senior short-term obligations. The effect of industry
characteristics and market compositions may be more pronounced. Variability in
earnings and profitability may result in changes in the level of debt protection
measurements and may require relatively high financial leverage. Adequate
alternate liquidity is maintained.

NOT PRIME:  Issuers rated Not Prime do not fall within any of the Prime rating
categories.

--------------------------------------------------------------------------------
A- 2
<PAGE>
DESCRIPTION OF SECURITIES RATINGS
--------------------------------------------------------------------------------

STANDARD & POOR'S RATINGS GROUP

INVESTMENT GRADE
AAA:  Debt rated AAA has the highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong.

AA:  Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the highest rated issues only in small degree.

A:  Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

BBB:  Debt rated BBB is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibit adequate protection parameters,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity to pay interest and repay principal for debt in this
category than in higher rated categories.

SPECULATIVE GRADE
Debt rated BB, B, CCC, CC and C is regarded as having predominantly speculative
characteristics with respect to capacity to pay interest and repay principal. BB
indicates the least degree of speculation and C the highest. While such debt
will likely have some quality and protective characteristics, these are
outweighed by large uncertainties or major exposures to adverse conditions.

BB:  Debt rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The BB
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB- rating.

B:  Debt rated B has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments. Adverse business,
financial, or economic conditions will likely impair capacity or willingness to
pay interest and repay principal. The B rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied BB or BB-
rating.

CCC:  Debt rated CCC has a currently identifiable vulnerability to default, and
is dependent upon favorable business, financial, and economic conditions to meet
timely payment of interest and repayment of principal. In the event of adverse
business, financial, or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The CCC rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
B or B- rating.

CC:  The rating CC is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC debt rating.

C:  The rating C is typically applied to debt subordinated to senior debt which
is assigned an actual or implied CCC- debt rating. The C rating may be used to
cover a situation where a bankruptcy petition has been filed, but debt service
payments are continued.

C1:  The Rating C1 is reserved for income bonds on which no interest is being
paid.

D:  Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due even if the
applicable grace period has not expired, unless S&P believes that such payments
will be made during such grace period. The D rating also will be used upon the
filing of a bankruptcy petition if debt service payments are jeopardized.

--------------------------------------------------------------------------------
                                                                            A- 3
<PAGE>
DESCRIPTION OF SECURITIES RATINGS
--------------------------------------------------------------------------------

PLUS (+) OR MINUS (-):  The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

P:  The letter "p" indicates that the rating is provisional. A provisional
rating assumes the successful completion of the project being financed by the
debt being rated and indicates that payment of debt service requirements is
largely or entirely dependent upon the successful and timely completion of the
project. This rating, however, while addressing credit quality subsequent to
completion of the project, makes no comment on the likelihood of, or the risk of
default upon failure of such completion. The investor should exercise his own
judgment with respect to such likelihood and risk.

L:  The letter "L" indicates that the rating pertains to the principal amount of
those bonds to the extent that the underlying deposit collateral is insured by
the Federal Deposit Insurance Corp. and interest is adequately collateralized.
In the case of certificates of deposit, the letter "L" indicates that the
deposit, combined with other deposits being held in the same right and capacity,
will be honored for principal and accrued pre-default interest up to the federal
insurance limits within 30 days after closing of the insured institution or, in
the event that the deposit is assumed by a successor insured institution, upon
maturity.

NR:  NR indicates no rating has been requested, that there is insufficient
information on which to base a rating, or that S&P does not rate a particular
type of obligation as a matter of policy.

COMMERCIAL PAPER

COMMERCIAL PAPER RATING DEFINITIONS
S&P's commercial paper rating is a current assessment of the likelihood of
timely payment of debt having an original maturity of no more than 365 days.
Ratings are graded into several categories, ranging from A for the highest
quality obligations to D for the lowest. These categories are as follows:

A-1:  A short-term obligation rated A-1 is rated in the highest category by S&P.
The obligor's capacity to meet its financial commitment on the obligation is
strong. Within this category, certain obligations are designated with a plus
sign (+). This indicates that the obligor's capacity to meet its financial
commitment on these obligations is extremely strong.

A-2:  A short-term obligation rated A-2 is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than
obligations in higher rating categories. However, the obligor's capacity to meet
its financial commitment on the obligation is satisfactory.

A-3:  A short-term obligation rated A-3 exhibits adequate protection parameters.
However, adverse economic conditions or changing circumstances are more likely
to lead to a weakened capacity of the obligor to meet its financial commitment
on the obligation.

B:  A short-term obligation rated B is regarded as having significant
speculative characteristics. The obligor currently has the capacity to meet its
financial commitment on the obligation; however, it faces major ongoing
uncertainties which could lead to the obligor's inadequate capacity to meet its
financial commitment on the obligation.

C:  A short-term obligation rated C is currently vulnerable to nonpayment and is
dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitment on the obligation.

D:  A short-term obligation rated D is in payment default. The D rating category
is used when payments on an obligation are not made on the date due even if the
applicable grace period has not expired, unless S&P believes that such payments
will be made during such grace period. The D rating also will be used upon the
filing of a bankruptcy petition or the taking of a similar action if payments on
an obligation are jeopardized.

--------------------------------------------------------------------------------
A- 4
<PAGE>
DESCRIPTION OF SECURITIES RATINGS
--------------------------------------------------------------------------------

A commercial paper rating is not a recommendation to purchase, sell or hold a
security inasmuch as it does not comment as to market price or suitability for a
particular investor. The ratings are based on current information furnished to
S&P by the issuer or obtained from other sources it considers reliable. S&P does
not perform an audit in connection with any rating and may, on occasion, rely on
unaudited financial information. The ratings may be changed, suspended, or
withdrawn as a result of changes in or unavailability of such information.

FITCH RATINGS

INVESTMENT GRADE BOND RATINGS
AAA:  Bonds considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.

AA:  Bonds considered to be investment grade and of very high credit quality.
The obligor's ability to pay interest and repay principal is very strong,
although not quite as strong as bonds rated "AAA". Because bonds rated in the
"AAA" and "AA" categories are not significantly vulnerable to foreseeable future
developments, short-term debt of these issuers is generally rated "F-1+".

L:  Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

BBB:  Bonds considered to be investment grade and of satisfactory credit
quality. The obligor's ability to pay interest and repay principal is considered
to be adequate. Adverse changes in economic conditions and circumstances,
however, are more likely to have adverse impact on these bonds, and therefore,
impair timely payment. The likelihood that the ratings of these bonds will fall
below investment grade is higher than for bonds with higher ratings.

HIGH YIELD BOND RATINGS
BB:  Bonds are considered speculative. The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes. However,
business and financial alternatives can be identified that could assist the
obligor in satisfying its debt service requirements.

B:  Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued timely
payment of principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic activity throughout the
life of the issue.

CCC:  Bonds have certain identifiable characteristics, which, if not remedied,
may lead to default. The ability to meet obligations requires an advantageous
business and economic environment.

CC:  Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.

C:  Bonds are in imminent default in payment of interest or principal.

DDD, DD AND D:  Bonds are in default on interest and/or principal payments. Such
bonds are extremely speculative and should be valued on the basis of their
ultimate recovery value in liquidation or reorganization of the obligor. "DDD"
represents the highest potential for recovery on these bonds, and "D" represents
the lowest potential for recovery.

PLUS (+) OR MINUS (-):  The ratings from AA to C may be modified by the addition
of a plus or minus sign to indicate the relative position of a credit within the
rating category.

NR:  Indicates that Fitch does not rate the specific issue.

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                                                                            A- 5
<PAGE>
DESCRIPTION OF SECURITIES RATINGS
--------------------------------------------------------------------------------

CONDITIONAL:  A conditional rating is premised on the successful completion of a
project or the occurrence of a specific event.

INVESTMENT GRADE SHORT-TERM RATINGS
Fitch's short-term ratings apply to debt obligations that are payable on demand
or have original maturities of generally up to three years, including commercial
paper, certificates of deposit, medium-term notes, and municipal and investment
notes.

F-1+:  Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment.

F-1:  Very Strong Credit Quality. Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than issues rated
"F-1+".

F-2:  Good Credit Quality. Issues carrying this rating have a satisfactory
degree of assurance for timely payment, but the margin of safety is not as great
as the "F-1+" and "F-1" categories.

F-3:  Fair Credit Quality. Issues carrying this rating have characteristics
suggesting that the degree of assurance for timely payment is adequate, however,
near-term adverse change could cause these securities to be rated below
investment grade.

                                * * * * * * * *

Notes:  Bonds which are unrated expose the investor to risks with respect to
capacity to pay interest or repay principal which are similar to the risks of
lower-rated speculative bonds. The Trust is dependent on the Adviser's judgment,
analysis and experience in the evaluation of such bonds.

Investors should note that the assignment of a rating to a bond by a rating
service may not reflect the effect of recent developments on the issuer's
ability to make interest and principal payments.

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A- 6
<PAGE>

                     APPENDIX B: PERFORMANCE RELATED AND COMPARATIVE INFORMATION
--------------------------------------------------------------------------------

[PHOTO]

[EATON VANCE LOGO]

EATON VANCE SENIOR FLOATING-RATE TRUST (EFR)*

* Application With New York Stock Exchange Pending

                 A CLOSED-END FUND SEEKING HIGH CURRENT INCOME

     - Invests Primarily in Senior, Secured Floating-Rate Loans ("Senior Loans")

     - Potential for Higher Income in a Rising Interest Rate Environment

     - Anticipated Average Duration of Less Than One Year to Dampen Volatility

     - Professional Management by Eaton Vance, a Leader in the Management of
       Senior Loans

                                          Initial Public Offering
                                          November 2003

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                                                                            B- 1
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PERFORMANCE RELATED AND COMPARATIVE INFORMATION
--------------------------------------------------------------------------------

                     EATON VANCE SENIOR FLOATING-RATE TRUST

THE EATON VANCE TEAM
TRUST PRESIDENT

Thomas E. Faust Jr., CFA
Executive Vice President
Chief Investment Officer

INVESTMENT MANAGEMENT TEAM

Scott Page, CFA
Vice President
Portfolio Manager
20 years of experience analyzing and managing Senior Loans

Payson Swaffield, CFA
Vice President
Portfolio Manager
23 years of experience analyzing and managing Senior Loans

Craig P. Russ
Vice President
Portfolio Manager
17 years of experience analyzing and managing Senior Loans

PREMIER INVESTMENT ADVISER

Eaton Vance Management, a wholly-owned subsidiary of Eaton Vance Corp., is the
Trust's investment adviser. Eaton Vance, its affiliates and predecessor
companies have been managing assets of individuals and institutions since 1924
and managing investment companies since 1931. Eaton Vance currently has over $70
billion* in assets under management.

Eaton Vance was one of the first to manage Senior Loans in an investment company
and has done so continuously since 1989. Eaton Vance currently has $9.3 billion*
in Senior Loans under management.

*  As of 9/30/03

OBJECTIVE

Eaton Vance Senior Floating-Rate Trust seeks to provide a high level of current
income. As a secondary objective, it may also seek preservation of capital to
the extent consistent with its primary goal of high current income.

WHAT ARE SENIOR LOANS?

The Trust invests primarily in senior, secured floating-rate loans ("Senior
Loans"). Senior Loans are made by banks and other financial institutions to
corporations, partnerships and other business entities which operate in a
variety of industries and geographic regions. Companies use the proceeds of
Senior Loans for such purposes as financing a capital restructuring, or in
connection with recapitalizations, acquisitions, leveraged buy-outs,
refinancings or other highly leveraged transactions, as well as to finance
internal growth and for other corporate purposes.

Eaton Vance, the Trust's Adviser, believes that Senior Loans currently represent
approximately $1 trillion of the U.S. debt market.

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PERFORMANCE RELATED AND COMPARATIVE INFORMATION
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TRUST KEY FEATURES

                              1 ATTRACTIVE INCOME

Historically, Senior Loans have maintained a yield advantage over other
short-term, fixed-income alternatives. That's because Senior Loans generally pay
interest at rates which are based on recognized lending rates, such as the
London Inter-Bank Offered Rate (LIBOR), plus a premium. Rates on Senior Loans
reset regularly to maintain a spread over these widely accepted floating base
rates.

[LINE GRAPH]

Source:  Credit Suisse First Boston. Senior Loans are represented by the
reported spreads over LIBOR in the CSFB Leveraged Loan Index, which reported
spreads are added to three-month LIBOR. The CSFB Leveraged Loan Index was
designed in 1992 to mirror the investable universe of the U.S. dollar-
denominated leveraged loan market. New issues are added to the index when they
meet certain criteria. It is not possible to invest directly in an index. This
comparison should not be considered a representation of future money market
rates, spreads of Senior Loans over base reference rates or what an investment
in the Trust may earn or what an investor's yield or total return may be in the
future. LIBOR is used worldwide as a base for loans to large commercial and
industrial companies and may not generally be invested in directly. U.S.
Treasury bills offer a government guarantee as to the timely payment of interest
and repayment of principal at maturity.

          2 POTENTIAL FOR HIGHER INCOME DURING PERIODS OF RISING RATES

With short-term interest rates at historic lows, many investors fear that the
next trend in interest rates will be upward. This may be a prudent time for them
to seek an investment vehicle that can benefit in a rising interest rate
environment.

The Senior Loans held by the Trust will have a dollar-weighted average period
until the next interest rate adjustment of approximately 90 days or less.
Consequently, Senior Loans, historically, have paid increasing income in periods
of rising interest rates and decreasing income in periods of declining rates.
The floating-rate nature of Senior Loans helps reduce market value fluctuations
that would normally occur with other longer-term fixed-income investments as a
result of interest rate volatility. Although the Trust's net asset value will
vary, the Adviser expects the Trust's policy of investing in interests in Senior
Loans to minimize fluctuations in net asset value resulting from changes in
market interest rates.

[ARROWS]

                      3 LOW DURATION TO DAMPEN VOLATILITY

Duration is a measure of a debt instrument's price volatility as a result of
changes in interest rates, based on the weighted average timing of the
instrument's expected principal and interest payments. Generally, a portfolio of
securities with a longer duration may be expected to be more sensitive to
interest rate fluctuations than a portfolio with a shorter duration.

With an anticipated average duration of less than one year (including the effect
of anticipated leverage), the Trust's exposure to loss of value due to interest
rate increases is expected to be less than that of longer duration portfolios.

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                                                                            B- 3
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PERFORMANCE RELATED AND COMPARATIVE INFORMATION
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                   4 LOAN INVESTMENTS ARE SENIOR AND SECURED

Senior Loans hold the most senior position in the capital structure of a
borrower.

Senior Loans typically are secured with specific collateral consisting of a
borrower's assets and/or stock. Collateral can include accounts receivable,
inventory, property/plant & equipment, intangibles, and common shares of
subsidiaries. Collateral improves credit quality and can reduce potential losses
during a default.

[REVERSED PYRAMID]

Senior Loans are typically rated below investment grade, and their value can
fluctuate due to changes in the creditworthiness of the borrower and market
conditions. As the chart illustrates, however, Senior Loans, historically, have
provided attractive returns with comparatively low risks.

Source:  Standard & Poor's Micropal. For illustrative purposes only. CSFB
Leveraged Loan Index is an index of tradable, senior, secured U.S.
dollar-denominated leveraged loans. Merrill Lynch US High Yield Master II Index
tracks the performance of below-investment-grade U.S. dollar-denominated
corporate bonds. S&P 500 Composite Index is commonly used as a measure of U.S.
stock market performance. CDs offer a fixed rate of return when held to maturity
and are generally insured up to certain limits by federal and state agencies.
Lehman Long-Term Government Index includes the Treasury and Agency Bond Indices.
Lehman Government/Credit Bond Index includes the Government and Corporate Bond
Indices, including U.S. Government Treasury and agency securities and corporate
and yankee bonds. Russell 2000 Index is a popular measure of the stock price
performance of small companies. These indices are unmanaged. It is not possible
to invest directly in an index. Unlike the Trust, indices carry no management
fees, account charges or other expenses. The Trust will not seek to match the
composition or performance of any such indices. U.S. Treasury bonds guarantee
principal and interest when held to maturity. Performance of an index should not
be viewed as indicative of that of the Trust. Past performance is no guarantee
of future results. Standard Deviation is a measure of volatility or variability
in expected return. As such, it is a measure of risk; higher numbers indicate
higher historical volatility.

[LINE GRAPH]

INVESTMENT APPROACH

Under normal market conditions, at least 80% of the Trust's total assets will be
invested in interests in Senior Loans. The Trust may invest up to 20% of its
total assets, in the aggregate, in (i) loan interests that are not senior
secured or are unsecured by any, or that have lower than senior claim on,
collateral; (ii) other income-producing securities, such as investment and
non-investment grade corporate debt securities and U.S. government and U.S.
dollar-denominated foreign government or supranational debt securities; and
(iii) warrants and equity securities acquired in connection with its investments
in Senior Loans. Most of the Trust's investments, including investments in
Senior Loans, will be of below investment-grade quality. Such investments are
subject to significant credit risks, and companies obligated by such debt are
generally more vulnerable in an economic downturn.

The Trust expects to utilize financial leverage by issuing preferred shares
and/or through borrowings.

Initially, the Trust intends to utilize financial leverage of up to
approximately 38% of its gross assets (including the amount obtained through
leverage). The Trust generally will not use leverage if the Adviser anticipates
that it would result in a lower return to Shareholders over time.

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B- 4
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PERFORMANCE RELATED AND COMPARATIVE INFORMATION
--------------------------------------------------------------------------------

The Trust anticipates that the costs of financial leverage will normally vary
with changes in short-term interest rates. In an environment of rising
short-term interest rates, although the Trust's cost of financial leverage would
be expected to increase, the Trust's investments in floating-rate Senior Loans
should help offset the impact of higher financing costs. See Risks.

NEW YORK STOCK EXCHANGE LISTING

To provide daily liquidity, the Trust has applied for listing of its shares on
the NYSE. (See proposed symbol on front cover.) The shares of closed-end funds
frequently trade at a discount to net asset value. This risk may be greater for
investors selling their shares shortly after completion of the public offering.
See Risks.

SHARES OF THE TRUST ARE NOT INSURED BY THE FDIC AND ARE NOT DEPOSITS OR OTHER
OBLIGATIONS OF, OR GUARANTEED BY, ANY DEPOSITORY INSTITUTION. SHARES ARE SUBJECT
TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL INVESTED. INVESTMENT
IN THE TRUST INVOLVES A NUMBER OF RISKS, INCLUDING THE RISK OF LEVERAGE, TRADING
DISCOUNT AND DEFAULT. THE TRUST MAY DIFFER FROM OTHER INVESTMENT COMPANIES IN
TERMS OF CREDIT RISK, LIQUIDITY, CHARGES AND EXPENSES, AND OTHER IMPORTANT
ISSUES. SEE RISKS.

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                                                                            B- 5
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PERFORMANCE RELATED AND COMPARATIVE INFORMATION
--------------------------------------------------------------------------------

                                     RISKS

Before investing, consult your investment representative about how the Trust
differs from other investment companies regarding risks, liquidity, charges and
expenses, and other issues of importance. Please read the Prospectus carefully,
especially Investment objectives, policies and risks.

No Operating History -- The Trust is a closed-end investment company with no
history of operations and is designed for long-term investors and not as a
trading vehicle.

Income Risk -- The income investors receive from the Trust is based primarily on
the interest it earns from its investments, which can vary widely over the short
and long-term. If prevailing market interest rates drop, investors' income from
the Trust could drop as well. The Trust's income could also be affected
adversely when prevailing short-term interest rates increase and the Trust is
utilizing leverage, although this risk is mitigated by the Trust's investment in
Senior Loans, which pay floating rates of interest.

Credit Risk -- Credit risk is the risk that one or more debt obligations in the
Trust's portfolio will decline in price, or fail to pay interest or principal
when due, because the issuer of the obligation experiences a decline in its
financial status. Credit risk involves two basic elements: delinquency and
default. Delinquency refers to interruptions in the payment of interest and
principal. Default refers to the potential for unrecoverable principal loss from
the sale of foreclosed collateral or the Trust's inherent right to forgive
principal or modify a debt instrument.

Prepayment Risk -- Borrowers may exercise their option to prepay principal
earlier than scheduled. Such payments often occur during periods of declining
interest rates, forcing the Trust to reinvest in lower yielding securities. This
is known as call or prepayment risk. Non-Investment Grade Bonds frequently have
call features that allow the issuer to redeem the security at dates prior to its
stated maturity at a specified price (typically greater than par) only if
certain prescribed conditions are met ("call protection"). An issuer may redeem
a Non-Investment Grade Bond if, for example, the issuer can refinance the debt
at a lower cost due to declining interest rates or an improvement in the credit
standing of the issuer. Senior Loans typically have no such call protection. For
premium bonds (bonds acquired at prices that exceed their par or principal
value) purchased by the Trust, prepayment risk may be enhanced.

Issuer Risk -- The value of corporate income-producing securities may decline
for a number of reasons, which directly relate to the issuer, such as management
performance, financial leverage and reduced demand for the issuer's goods and
services.

Senior Loans Risk -- The risks associated with Senior Loans are similar to the
risks of Non-Investment Grade Bonds (discussed below), although Senior Loans are
typically senior and secured in contrast to Non-Investment Grade Bonds, which
are often subordinated and unsecured. Senior Loans' higher standing has
historically resulted in generally higher recoveries in the event of a corporate
reorganization. In addition, because their interest rates are adjusted for
changes in short-term interest rates, Senior Loans generally have less interest
rate risk than Non-Investment Grade Bonds, which are typically fixed rate. The
Trust's investments in Senior Loans are typically below investment grade and are
considered speculative because of the credit risk of their issuers. Such
companies are more likely to default on their payments of interest and principal
owed to the Trust, and such defaults could reduce the Trust's net asset value
and income distributions. An economic downturn generally leads to a higher
non-payment rate, and a debt obligation may lose significant value before a
default occurs. Moreover, any specific collateral used to secure a loan may
decline in value or become illiquid, which would adversely affect the loan's
value.

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B- 6
<PAGE>
PERFORMANCE RELATED AND COMPARATIVE INFORMATION
--------------------------------------------------------------------------------

Economic and other events (whether real or perceived) can reduce the demand for
certain Senior Loans or Senior Loans generally, which may reduce market prices
and cause the Trust's net asset value per share to fall. The frequency and
magnitude of such changes cannot be predicted.

Loans and other debt securities are also subject to the risk of price declines
and to increases in prevailing interest rates, although floating-rate debt
instruments are less exposed to this risk than fixed-rate debt instruments.
Interest rate changes may also increase prepayments of debt obligations and
require the Trust to invest assets at lower yields. No active trading market may
exist for certain loans, which may impair the ability of the Trust to realize
full value in the event of the need to liquidate such assets. Adverse market
conditions may impair the liquidity of some actively traded loans.

Non-Investment Grade Bond Risk -- The Trust's investments in Non-Investment
Grade Bonds are predominantly speculative because of the credit risk of their
issuers. While offering a greater potential opportunity for capital appreciation
and higher yields, Non-Investment Grade Bonds typically entail greater potential
price volatility and may be less liquid than higher-rated securities. Issuers of
Non-Investment Grade Bonds are more likely to default on their payments of
interest and principal owed to the Trust, and such defaults will reduce the
Trust's net asset value and income distributions. The prices of these lower
rated obligations are more sensitive to negative developments than higher rated
securities. Adverse business conditions, such as a decline in the issuer's
revenues or an economic downturn, generally lead to a higher non-payment rate.
In addition, a security may lose significant value before a default occurs as
the market adjusts to expected higher non-payment rates.

Derivatives -- Derivative transactions (such as futures contracts and options
thereon, options, swaps and short sales) subject the Trust to increased risk of
principal loss due to imperfect correlation or unexpected price or interest rate
movements. The Trust also will be subject to credit risk with respect to the
counterparties to the derivatives contracts purchased by the Trust. If a
counterparty becomes bankrupt or otherwise fails to perform its obligations
under a derivative contract due to financial difficulties, the Trust may
experience significant delays in obtaining any recovery under the derivative
contract in a bankruptcy or other reorganization proceeding. The Trust may
obtain only a limited recovery or may obtain no recovery in such circumstances.

Effects of Leverage -- There can be no assurance that a leveraging strategy will
be utilized by the Trust or that, if utilized, it will be successful during any
period in which it is employed. Leverage creates risks for Shareholders,
including the likelihood of greater volatility of net asset value and market
price of the Shares and the risk that fluctuations in dividend rates on any
preferred shares may affect the return to Shareholders. To the extent the income
derived from securities purchased with proceeds received from leverage exceeds
the cost of leverage, the Trust's distributions will be greater than if leverage
had not been used. Conversely, if the income from the securities purchased with
such proceeds is not sufficient to cover the cost of leverage, the amount
available for distribution to Shareholders as dividends and other distributions
will be less than if leverage had not been used. In the latter case, Eaton Vance
in its best judgment may nevertheless determine to maintain the Trust's
leveraged position if it deems such action to be appropriate. The costs of an
offering of preferred shares and/or borrowing program will be borne by common
Shareholders and consequently will result in a reduction of the net asset value
of Shares. Financial leverage may be achieved through the issuance of preferred
shares, through borrowings, including the issuance of debt securities and/or
through investment in derivative instruments. Use of financial leverage creates
an opportunity for increased income for Shareholders but, at the same time,
creates special risks (including the likelihood of greater volatility of net
asset value and market price of the Shares), and there can be no assurance that
a leveraging strategy will be successful during any period in which it is
employed. See "Investment objectives, policies and risks--Additional investment
practices" and "--Additional risk considerations" in the prospectus.

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                                                                            B- 7
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PERFORMANCE RELATED AND COMPARATIVE INFORMATION
--------------------------------------------------------------------------------

The Trust currently intends to seek a AAA credit rating on any preferred shares
from a Rating Agency. The Trust may be subject to investment restrictions of the
Rating Agency as a result. These restrictions may impose asset coverage or
portfolio composition requirements that are more stringent than those imposed on
the Trust by the Investment Company Act of 1940, as amended. It is not
anticipated that these covenants or guidelines will impede Eaton Vance in
managing the Trust's portfolio in accordance with its investment objectives and
policies.

Interest Rate Risk -- The value of Trust shares will usually change in response
to interest rate fluctuations. When interest rates decline, the value of
fixed-rate securities already held by the Trust can be expected to rise.
Conversely, when interest rates rise, the value of existing fixed-rate portfolio
securities can be expected to decline. Because market interest rates are
currently near their lowest levels in many years, there is a greater than normal
risk that the Trust's portfolio will decline in value due to rising interest
rates. Fluctuations in the value of fixed-rate securities will not affect
interest income on existing securities but will be reflected in the Trust's net
asset value. Fixed-rate securities with longer durations tend to be more
sensitive to changes in interest rates than securities with shorter durations,
usually making them more volatile. The Trust may utilize certain strategies,
including taking positions in futures or interest rate swaps, for the purpose of
reducing the interest rate sensitivity of the portfolio and decreasing the
Trust's exposure to interest rate risk, although there is no assurance that it
will do so or that such strategies will be successful. The Trust is intended to
have a relatively low level of interest rate risk.

Foreign Security Risk -- The prices of foreign securities may be affected by
factors not present with U.S. securities, including currency exchange rates,
political and economic conditions, less stringent regulation and higher
volatility. As a result, many foreign securities may be less liquid and more
volatile than U.S. securities.

Liquidity Risk -- The Trust may invest in Senior Loans and other securities for
which there is no readily available trading market or which are otherwise
illiquid. The Trust may not be able to readily dispose of such securities at
prices that approximate those at which the Trust could sell such securities if
they were more widely traded and, as a result of such illiquidity, the Trust may
have to sell other investments or engage in borrowing transactions if necessary
to raise cash to meet its obligations. In addition, the limited liquidity could
affect the market price of the securities, thereby adversely affecting the
Trust's net asset value and ability to make dividend distributions.

Reinvestment Risk -- Income from the Trust's portfolio will decline if and when
the Trust invests the proceeds from matured, traded or called debt obligations
into lower yielding instruments. A decline in income could affect the Shares'
distribution rate and their overall return.

Inflation Risk -- Inflation risk is the risk that the value of assets or income
from investment will be worth less in the future as inflation decreases the
value of money. As inflation increases, the real value of the Shares and
distributions thereon can decline. In addition, during any periods of rising
inflation, dividend rates of preferred shares would likely increase, which would
tend to further reduce returns to Shareholders. This risk is mitigated to some
degree by the Trust's investments in Senior Loans.

Market Price of Shares -- The shares of closed-end management investment
companies often trade at a discount from their net asset value, and the Trust's
Shares may likewise trade at a discount from net asset value. The trading price
of the Trust's Shares may be less than the public offering price. This risk may
be greater for investors who sell their Shares in a relatively short period
after completion of the public offering.

Management Risk -- The Trust is subject to management risk because it is an
actively managed portfolio. Eaton Vance and the individual portfolio managers
will apply investment techniques and risk

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B- 8
<PAGE>
PERFORMANCE RELATED AND COMPARATIVE INFORMATION
--------------------------------------------------------------------------------

analyses in making investment decisions for the Trust, but there can be no
guarantee that these will produce the desired results.

Regulatory Risk -- To the extent that legislation or state or federal regulators
that regulate certain financial institutions impose additional requirements or
restrictions with respect to the ability of such institutions to make loans,
particularly in connection with highly leveraged transactions, the availability
of Senior Loans for investment may be adversely affected. Further, such
legislation or regulation could depress the market value of Senior Loans.

Market Disruption -- The terrorist attacks in the United States on September 11,
2001 had a disruptive effect on the securities markets. The Trust cannot predict
the effects of similar events in the future on the U.S. economy. These terrorist
attacks and related events, including the war in Iraq, have led to increased
short-term market volatility and may have long-term effects on U.S. and world
economies and markets. A similar disruption of the financial markets could
impact interest rates, auctions, secondary trading, ratings, credit risk,
inflation and other factors relating to the Shares. In particular,
Non-Investment Grade Bonds and Senior Loans tend to be more volatile than higher
rated fixed income securities so that these events and any actions resulting
from them may have a greater impact on the prices and volatility on
Non-Investment Grade Bonds and Senior Loans than on higher rated fixed income
securities.

Investment and Market Risk -- An investment in common shares is subject to
investment risk, including the possible loss of the entire principal amount
invested. An investment in common shares represents an indirect investment in
the securities owned by the Trust. The value of these securities, like other
market investments, may move up or down, sometimes rapidly and unpredictably.
The common shares at any point in time may be worth less than the original
investment, even after taking into account any reinvestment of dividends and
distributions.

Anti-Takeover Provisions -- The Trust's Agreement and Declaration of Trust
includes provisions that could have the effect of limiting the ability of other
persons or entities to acquire control of the Trust or to change the composition
of its Board.

The information contained herein and in the preliminary prospectus is incomplete
and may be changed. These securities may not be sold until the registration
statement filed with the Securities and Exchange Commission is effective. This
document is not an offer to sell these securities and is not soliciting offers
to buy these securities in any state where the offer or sale is not permitted.
This is not an offering, which may only be made by a final prospectus. The final
prospectus for the Trust should be read carefully before you invest or send
money. The Trust involves a number of risks, including the risk of leverage,
trading discount and default. The Trust may differ from other investment
companies in terms of credit risk, liquidity, charges and expenses, and other
important issues.

Consult the preliminary prospectus for Eaton Vance Senior Floating-Rate Trust
for more complete information, including risk considerations, charges and
expenses. A preliminary prospectus is available on request from your financial
advisor, or you may obtain a copy from the Trust by calling 1-800-225-6265.

 (C)2003 Eaton Vance - The Eaton Vance Building - 255 State Street - Boston, MA
                           02109 - www.eatonvance.com
1852-10/03                     UBS Securities LLC                       CE-SFRCB

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                                                                            B- 9
<PAGE>

                     EATON VANCE SENIOR FLOATING-RATE TRUST

                      STATEMENT OF ADDITIONAL INFORMATION
                                          , 2003
                             ---------------------
                      INVESTMENT ADVISER AND ADMINISTRATOR
                             Eaton Vance Management
                                255 State Street
                                Boston, MA 02109

                                   CUSTODIAN
                         Investors Bank & Trust Company
                              200 Clarendon Street
                                Boston, MA 02116

                                 TRANSFER AGENT
                                   PFPC Inc.
                                 P.O. Box 43027
                           Providence, RI 02940-3027
                                 (800) 331-1710

                              INDEPENDENT AUDITORS
                             Deloitte & Touche LLP
                              200 Berkeley Street
                                Boston, MA 02116
<PAGE>

                                     PART C

                                OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(1)   FINANCIAL STATEMENTS:

      Included in Part A:

      Not applicable.

      Included in Part B:

      Independent Auditor's Report
      Statement of Assets and Liabilities
      Notes to Financial Statement

(2)   EXHIBITS:

      (a)   (1)   Agreement and Declaration of Trust dated August 5, 2003 is
                  incorporated herein by reference to the Registrant's initial
                  Registration Statement on Form N-2 (File Nos. 333-108010 and
                  811-21411) as to the Registrant's common shares of beneficial
                  interest ("Common Shares") filed with the Securities and
                  Exchange Commission on August 15, 2003 (Accession No.
                  0000898432-03-000791) ("Initial Common Shares Registration
                  Statement").

            (2)   Amendment dated October 15, 2003 to Agreement and Declaration
                  of Trust is incorporated herein by reference to the
                  Registrant's Pre-Effective Amendment No. 1 to the Initial
                  Common Shares Registration Statement filed with the Commission
                  on October 24, 2003 (Accession No. 0000950135-03-005300)
                  ("Pre-Effective Amendment No. 1 to the Initial Common Shares
                  Registration Statement").


      (b)   (1)   By-Laws are incorporated herein by reference to the
                  Registrant's Initial Common Shares Registration Statement.

            (2)   By-Laws Amendment dated October 15, 2003 are incorporated
                  herein by reference to the Registrant's Pre-Effective
                  Amendment No. 1 to the Initial Common Shares Registration
                  Statement.

      (c)   Not applicable.

      (d)   Form of Specimen Certificate for Common Shares of Beneficial
            Interest is incorporated herein by reference to the Registrant's
            Pre-Effective Amendment No. 1 to the Initial Common Shares
            Registration Statement.

      (e)   Dividend Reinvestment Plan is incorporated herein by reference to
            the Registrant's Pre-Effective Amendment No. 1 to the Initial Common
            Shares Registration Statement.

      (f)   Not applicable.
<PAGE>
      (g)   (1)   Investment Advisory Agreement dated October 20, 2003, is
                  incorporated herein by reference to the Registrant's
                  Pre-Effective Amendment No. 1 to the Initial Common Shares
                  Registration Statement.

            (2)   Expense Reimbursement Arrangement dated October 20, 2003, is
                  incorporated herein by reference to the Registrant's
                  Pre-Effective Amendment No. 1 to the Initial Common Shares
                  Registration Statement.

      (h)   (1)   Form of Underwriting Agreement is incorporated herein by
                  reference to the Registrant's Pre-Effective Amendment No. 1 to
                  the Initial Common Shares Registration Statement.

            (2)   Form of Master Agreement Among Underwriters is incorporated
                  herein by reference to the Registrant's Pre-Effective
                  Amendment No. 1 to the Initial Common Shares Registration
                  Statement.

            (3)   Form of Master Selected Dealers Agreement is incorporated
                  herein by reference to the Registrant's Pre-Effective
                  Amendment No. 1 to the Initial Common Shares Registration
                  Statement.

      (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)   (1)   Master Custodian Agreement with Investors Bank & Trust Company
                  dated October 20, 2003, is incorporated herein by reference to
                  the Registrant's Pre-Effective Amendment No. 1 to the Initial
                  Common Shares Registration Statement.

            (2)   Extension Agreement dated August 31, 2000 to Master Custodian
                  Agreement with Investors Bank & Trust Company filed as Exhibit
                  (g)(4) to Post-Effective Amendment No. 85 of Eaton Vance
                  Municipals Trust (File Nos. 33-572, 811-4409) filed with the
                  Commission on January 23, 2001 (Accession No.
                  0000940394-01-500027) and incorporated herein by reference.

            (3)   Delegation Agreement dated December 11, 2000, with Investors
                  Bank & Trust Company filed as Exhibit (j)(e) to the Eaton
                  Vance Prime Rate Reserves N-2, Amendment No. 5 (File Nos.
                  333-32267, 811-05808) filed April 3, 2002 (Accession No.
                  0000940394-01-500126) and incorporated herein by reference.

      (k)   (1)   Amendment to the Transfer Agency and Services Agreement dated
                  October 20, 2003, is incorporated herein by reference to the
                  Registrant's Pre-Effective Amendment No. 1 to the Initial
                  Common Shares Registration Statement.

            (2)   Transfer Agency and Services Agreement dated December 21,
                  1998, as amended and restated on June 16, 2003, filed as
                  Exhibit (k)(2) to the Registration Statement of Eaton Vance
                  Tax-Advantaged Dividend Income Fund (File Nos. 333-107050 and
                  811-21400) filed July 15, 2003 (Accession No.
                  0000898432-03-000638) and incorporated herein by reference.


                                       2
<PAGE>
            (3)   Administration Agreement dated October 20, 2003, is
                  incorporated herein by reference to the Registrant's
                  Pre-Effective Amendment No. 1 to the Initial Common Shares
                  Registration Statement.

            (4)   Form of Shareholder Serving Agreement is incorporated herein
                  by reference to the Registrant's Pre-Effective Amendment No. 1
                  to the Initial Common Shares Registration Statement.

            (5)   Form of Additional Compensation Agreement is incorporated
                  herein by reference to the Registrant's Pre-Effective
                  Amendment No. 1 to the Initial Common Shares Registration
                  Statement.

      (l)   Opinion and Consent of Kirkpatrick & Lockhart LLP as to Registrant's
            Common Shares filed herewith.

      (m)   Not applicable.

      (n)   Consent of Independent Auditors filed herewith.

      (o)   Not applicable.

      (p)   Letter Agreement with Eaton Vance Management filed herewith.

      (q)   Not applicable.

      (r)   Code of Ethics adopted by Eaton Vance Corp., Eaton Vance Management,
            Boston Management and Research, Eaton Vance Distributors, Inc. and
            the Eaton Vance Funds effective September 1, 2000, as revised June
            4, 2002, filed as Exhibit (p) to Post-Effective Amendment No. 45 of
            Eaton Vance Investment Trust (File Nos. 33-1121, 811-4443) filed
            July 24, 2002 (Accession No. 0000940394-02-000462) and incorporated
            herein by reference.

      (s)   Power of Attorney dated October 20, 2003 is incorporated herein by
            reference to the Registrant's Pre-Effective Amendment No. 1 to the
            Initial Common Shares Registration Statement.

ITEM 25. MARKETING ARRANGEMENTS

See Form of Underwriting Agreement is incorporated herein by reference to the
Registrant's Pre-Effective Amendment No. 1 to the Initial Common Shares
Registration Statement.

ITEM 26. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The approximate expenses in connection with the offering are as follows:


<TABLE>
<S>                                                          <C>
Registration and Filing Fees                                 $ 53,394
National Association of Securities Dealers, Inc. Fees          30,500
New York Stock Exchange Fees                                   40,000
Costs of Printing and Engraving                               250,000
Accounting Fees and Expenses                                   30,000
Legal Fees and Expenses                                       175,000
Stock Certificates                                             15,000
Transfer Agency Set Up Fee                                      3,000
                                                             ========
Total                                                        $596,894
</TABLE>



                                       3
<PAGE>
ITEM 27. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL

None.

ITEM 28. NUMBER OF HOLDERS OF SECURITIES

Set forth below is the number of record holders as of November 19, 2003, of each
class of securities of the Registrant:

<TABLE>
<CAPTION>
Title of Class                              Number of Record Holders
--------------                              ------------------------
<S>                                         <C>
Common Shares of Beneficial interest,               0
par value $0.01 per share
</TABLE>


ITEM 29. INDEMNIFICATION

      The Registrant's By-Laws filed in the Registrant's Initial Common Shares
Registration Statement contain and the form of Underwriting Agreement in the
Registrant's Pre-Effective Amendment No. 1 to the Initial Common Shares
Registration Statement is expected to 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 official capacities as
such.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the provisions
described in this Item 29, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

ITEM 30. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

      Reference is made to: (i) the information set forth under the caption
"Investment advisory and other services" in the Statement of Additional
information; (ii) the Eaton Vance Corp. 10-K filed under the Securities Exchange
Act of 1934 (File No. 001-8100); and (iii) the Form ADV of Eaton Vance
Management (File No. 801-15930) filed with the Commission, all of which are
incorporated herein by reference.

ITEM 31. LOCATION OF ACCOUNTS AND RECORDS


                                       4
<PAGE>
      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.

ITEM 32. MANAGEMENT SERVICES

      Not applicable.

ITEM 33. UNDERTAKINGS

1.    The Registrant undertakes to suspend offering of Common Shares until the
prospectus is amended if (1) subsequent to the effective date of this
Registration Statement, the net asset value declines more than 10 percent from
its net asset value as of the effective ate of this Registration Statement or
(2) the net asset value increases to an amount greater than its net proceeds as
stated in the prospectus.

2.    Not applicable.

3.    Not applicable.

4.    Not applicable.

5.    The Registrant undertakes that:

      a.    for the purpose of determining any liability under the Securities
            Act, the information omitted from the form of prospectus filed as
            part of this Registration Statement in reliance upon Rule 430A and
            contained in the form of prospectus filed by the Registrant pursuant
            to 497(h) under the Securities Act shall be deemed to be part of the
            Registration Statement as of the time it was declared effective; and

      b.    for the purpose of determining any liability under the Securities
            Act, each post-effective amendment that contains a form of
            prospectus 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.

6.    The Registrant undertakes to send by first class mail or other means
designed to ensure qually prompt delivery, within two business days of receipt
of an oral or written request, its Statement of Additional Information.


                                       5
<PAGE>
                                     NOTICE

      A copy of the Agreement and Declaration of Trust of Eaton Vance Senior
Floating-Rate Trust is on file with the Secretary of State of the Commonwealth
of Massachusetts and notice is hereby given that this instrument is executed on
behalf of the Registrant by an officer of the Registrant as an officer and not
individually and that the obligations of or arising out of this instrument are
not binding upon any of the Trustees, officers or shareholders individually, but
are binding only upon the assets and property of the Registrant.


                                       6
<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
Pre-Effective 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 the 20th day of November 2003.

                                       EATON VANCE SENIOR FLOATING-RATE TRUST

                                       By: /s/ Thomas E. Faust Jr.
                                           -------------------------------------
                                           Thomas E. Faust Jr.
                                           President


      Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.


<TABLE>
<CAPTION>
Signature                 Title                                Date
---------                 -----                                ----
<S>                       <C>                                  <C>
/s/ Thomas E. Faust Jr    President and Principal Executive    November 20, 2003
----------------------    Officer
Thomas E. Faust Jr

/s/ Barbara E. Campbell   Treasurer and Principal Financial    November 20, 2003
-----------------------   and Accounting Officer
Barbara E. Campbell

Jessica M. Bibliowicz*    Trustee                              November 20, 2003
----------------------
Jessica M. Bibliowicz

/s/ James B. Hawkes       Trustee                              November 20, 2003
-------------------
James B. Hawkes

Samuel L. Hayes, III*     Trustee                              November 20, 2003
---------------------
Samuel L. Hayes, III

William H. Park*          Trustee                              November 20, 2003
----------------
William H. Park

Ronald A. Pearlman*       Trustee                              November 20, 2003
-------------------
Ronald A. Pearlman

Norton H. Reamer*         Trustee                              November 20, 2003
-----------------
Norton H. Reamer

Lynn A. Stout*            Trustee                              November 20, 2003
------------------
Lynn A. Stout
</TABLE>



* By: /s/ Alan R. Dynner
      ---------------------------------
      Alan R. Dynner (As attorney in-fact)


                                       7
<PAGE>
INDEX TO EXHIBITS

(l)   Opinion and Consent of Kirkpatrick & Lockhart LLP as to Registrant's
      Common Shares

(n)   Consent of Independent Auditors

(p)   Letter Agreement with Eaton Vance Management



                                       8

</TEXT>
</DOCUMENT>
