As filed with the Securities and Exchange Commission on June 22, 2001
1933 Act File No. 333-58758
1940 Act File No. 811-09013
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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. 5 [x]
(CHECK APPROPRIATE BOX OR BOXES)
EATON VANCE SENIOR INCOME TRUST
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
THE EATON VANCE BUILDING, 255 STATE STREET, BOSTON, MASSACHUSETTS 02109
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (617) 482-8260
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ALAN R. DYNNER
THE EATON VANCE BUILDING, 255 STATE STREET, BOSTON, MASSACHUSETTS 02109
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(NAME AND ADDRESS OF AGENT FOR SERVICE)
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 will be offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities Act of
1933, other than securities offered in connection with a dividend reinvestment
plan, check the following box. [ ]
It is proposed that this filing will become effective (check appropriate box)
[ ] when declared effective pursuant to section 8(c)
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 that 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 date as the Commission, acting pursuant to said Section 8(a),
may determine.
EATON VANCE SENIOR INCOME TRUST
AUCTION PREFERRED SHARES
CROSS REFERENCE SHEET
ITEMS REQUIRED BY FORM N-2
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PART A.
ITEM NO. ITEM CAPTION PROSPECTUS CAPTION
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1. Outside Front Cover Front Cover Page
2. Inside Front and Outside Back Cover Page Front and Back Cover Page
3. Fee Table and Synopsis Prospectus Summary
4. Financial Highlights Financial Highlights and Investment Performance
5. Plan of Distribution Front Cover Page; Prospectus Summary; The Auction;
Underwriting
6. Selling Shareholders Not Applicable
7. Use of Proceeds Use of Proceeds; Investment Objective, Policies and
Risks
8. General Description of the Registrant Organization and Management of the Trust;
Investment Objective, Policies and Risks;
Description of Capital Structure
9. Management Management of the Trust; Shareholder Servicing
Agent, Custodian and Transfer Agent
10. Capital Stock, Long-Term Debt, and Other Organization and Management of the Trust; Taxes;
Securities Description of Preferred Shares
11. Defaults and Arrears on Senior Securities Not Applicable
12. Legal Proceedings Not Applicable
13. Table of Contents of the Statement of Table of Contents of the Statement of Additional
Additional Information Information
PART B STATEMENT OF
ITEM NO. ITEM CAPTION ADDITIONAL INFORMATION CAPTION
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14. Cover Page Cover Page
15. Table of Contents Table of Contents
16. General Information and History Not Applicable
17. Investment Objective and Policies Additional Investment Information and
Restrictions
18. Management Trustees and Officers; Investment Advisory and
Other Services
19. Control Persons and Principal Holders of Other Information
Securities
20 Investment Advisory and Other Services Investment Advisory and Other Services
21. Brokerage Allocation and Other Practices Portfolio Trading
22. Tax Status Taxes
23. Financial Statements Financial Statements
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The purpose of this filing is to file exhibits to the Registration Statement on
Form N-2. The prospectus and statement of additional information were filed
electronically with the Commission in a Registration Statement on Form N-2 on
March 13, 2000 (Accession No. 0000950156-00-000169) and amended in Pre-Effective
Amendment No. 1 filed June 19, 2001 (Accession No. 0000940394-01-500292) and are
incorporated by reference herein.
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PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(1) FINANCIAL STATEMENTS:
INCLUDED IN PART A:
Financial highlights for the six months ended December 31, 2000, the
year ended June 30, 2000 and the period from the start of business,
October 30, 1998, to June 30, 1999
INCLUDED IN PART B:
INCORPORATED BY REFERENCE TO THE ANNUAL REPORT DATED JUNE 30,
2000 (ACCESSION NO. 0000950156-00-000423) AND TO THE SEMI-ANNUAL
REPORT DATED DECEMBER 31, 2000 (ACCESSION NO.
0000950156-01-000120), EACH FILED ELECTRONICALLY PURSUANT TO
SECTION 30(B)(2) OF THE INVESTMENT COMPANY ACT OF 1940.
Financial Statements dated June 30, 2000 for EATON VANCE SENIOR INCOME
TRUST:
Portfolio of Investments as of June 30, 2000
Statement of Assets and Liabilities as of June 30, 2000
Statement of Operations for the year ended June 30, 2000
Statements of Changes in Net Assets for the year ended June 30,
2000 and for the period from the start of business, October 30,
1998, to June 30, 1999
Statement of Cash Flows for the year ended June 30, 2000
Financial Highlights for the year ended June 30, 2000 and for the
period from the start of business, October 30, 1998, to June
30, 1999
Notes to Financial Statements
Independent Auditors' Report
Financial Statements dated December 31, 2000 for EATON VANCE SENIOR
INCOME TRUST:
Portfolio of Investments as of December 31, 2000
Statement of Assets and Liabilities as of December 31, 2000
Statement of Operations for the six months ended December 31,2000
Statements of Changes in Net Assets for the six months ended
December 31, 2000 and for the year ended June 30, 2000
Statement of Cash Flows for the six months ended December 31,2000
Financial Highlights for the six months ended December 31, 2000,
the year ended June 30, 2000 and for the period from the start
of business, October 30, 1998, to June 30, 1999
Notes to Financial Statements
Independent Auditors' Report
(2) EXHIBITS (WITH INAPPLICABLE ITEMS DELETED):
(a) Agreement and Declaration of Trust dated September 23, 1998 filed
as Exhibit (a) to the Registration Statement under the Securities
Act of 1933 (1933 Act File No. 333-64151) and to the Registration
Statement under the Investment Company Act of 1940 (1940 Act File
No. 811-09013) filed with the Commission on September 24, 1998
(Registration Statement) and incorporated herein by reference.
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(b)(1) Amended By-Laws filed as Exhibit (b) to Pre-Effective Amendment
No. 1 to the Registration Statement under the Securities Act of
1933 (1933 Act File No. 333-64151) and Amendment No. 1 to the
Registration Statement under the Investment Company Act of 1940
(1940 Act File No. 811-09013) filed with the Commission on
October 27, 1998 ("Amendment No. 1").
(2) Second Amended By-Laws filed as Exhibit (b)(2) to Pre-Effective
Amendment No. 1 to the Registration Statement under the
Securities Act of 1933 (1933 Act File No. 811-09013) filed with
the Commission on June 19, 2001 ("Amendment No. 4") and
incorporated herein by reference.
(d)(1) Specimen Certificate representing the Registrant's Common Shares
of Beneficial Interest filed as Exhibit (d) to Amendment No. 1
and incorporated herein by reference.
(2) Specimen Certificate representing the Registrant's Auction
Preferred Shares of Beneficial Interest filed as Exhibit (d)(2)
to Amendment No. 4 and incorporated herein by reference.
(g) Investment Advisory Agreement dated October 19, 1998 filed as
Exhibit (g) to Amendment No. 1 and incorporated herein by
reference.
(h) Form of Underwriting Agreement for Auction Preferred Shares filed
herewith.
(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) Custodian Agreement dated October 19, 1998 filed as Exhibit (j)
to Amendment No. 1 and incorporated herein by reference.
(2) Amendment to Master Custodian Agreement with Investors Bank &
Trust Company dated December 21, 1998 as Exhibit (g)(3) to the
Registration Statement of Eaton Vance Municipals Trust (File Nos.
33-572 and 811-4409) (Accession No. 0000950156-99-000050) filed
January 25, 1999 and incorporated herein by reference.
(3) Extension Agreement dated August 31, 2000 to Master Custodian
Agreement with Investors Bank & Trust Company filed as Exhibit
(j)(d) to the Post-Effective Amendment No. 4 of Eaton Vance Prime
Rate Reserves (File Nos. 333-32268, 811-05808) filed with the
Commission on January 18, 2001 (Accession No.
0000940394-01-500021) and incorporated herein by reference.
(4) Delegation Agreement dated December 11, 2000 with Investors Bank
& Trust Company filed as Exhibit (j)(d) to the Post-Effective
Amendment No. 5 of Eaton Vance Prime Rate Reserves (File Nos.
333-32268, 811-05808) filed with the Commission on April 3, 2001
(Accession No. 0000940394-01-500126) and incorporated herein by
reference herewith.
(k)(1) Form of Auction Agency Agreement to the Auction Preferred Shares
filed herewith.
(2) Form of Broker-Dealer Agreement as to the Registrant's Auction
Preferred Shares filed herewith.
(3) Form of DTC Representations Letter as to the Registrant's Auction
Preferred Shares filed herewith.
(4) Transfer Agency and Services Agreement dated as of October 19,
1998 filed as Exhibit (k)(1) to Amendment No. 1 and incorporated
herein by reference.
(5) Administration Agreement dated October 19, 1998 filed as Exhibit
(k)(2) to Amendment No. 1 and incorporated herein by reference.
(6) Shareholder Servicing Agreement dated as of October 19, 1998
filed as Exhibit (k)(3) to Amendment No. 1 and incorporated
herein by reference.
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(l) Opinion and Consent of Counsel filed herewith.
(n) Independent Auditors' Consent filed herewith.
(p) Letter Agreement with Eaton Vance Management dated October 23,
1998 filed as Exhibit (p) to Amendment No. 1 and incorporated
herein by reference.
(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 November 6, 2000 filed as Exhibit (p)(1) to
Post-Effective Amendment No. 75 of Eaton Vance Growth Trust (File
Nos. 02-22019, 811-1241) filed December 21, 2000 and incorporated
herein by reference.
(s) Power of Attorney dated April 10, 2001 filed as Exhibit (s) to
the Registration Statement under the Securities Act of 1933 (1933
Act File No. 333-58758) and to the Amendment No. 3 to the
Registration Statement under the Investment Company Act of 1940
(1940 Act File No. 811-09013) filed with the commission on April
12, 2001 (Amendment No. 3) and incorporated herein by reference.
ITEM 25. MARKETING ARRANGEMENTS
To be included in Purchase Agreement to be filed as Exhibit (h) hereto.
ITEM 26. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the approximate expenses incurred and
estimated to be in connection with the offering of Registrant:
Registration fees $ 27,500
Printing $ 20,000
Accounting fees and expenses $ 5,000
Legal fees and expenses $ 75,000
Total $ 127,500
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ITEM 27. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL
None.
ITEM 28. NUMBER OF HOLDERS OF SECURITIES
(1) (2)
TITLE OF CLASS NUMBER OF RECORD HOLDERS
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Auction Preferred Shares of beneficial 0
interest, par value $.01 per share as of June 18, 2001
Common Shares of beneficial interest, 35,726,793
par value $.01 per share as of June 18, 2001
ITEM 29. INDEMNIFICATION
The Registrant's By-Laws filed in Amendment No. 1 and incorporated herein
by reference contains, and the Purchase Agreement to be filed herewith 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 capacities as such.
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Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, officers and controlling persons of the
Registrant and the Adviser and any underwriter to the foregoing provisions 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 such 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 trustee, officer, or
controlling person or the Registrant and the Underwriters in connection with the
successful defense of any action, suit or proceeding) is asserted against the
Registrant by such trustee, officer or controlling person or the Distributor in
connection with the Preferred Shares 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 such Act and
will be governed by the final adjudication of such issue.
ITEM 30. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER
Reference is made to: (i) the information set forth under the captions
"Management of the Fund" in the Prospectus and "Investment Advisory and 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. 1-8100); and
(iii) the Forms 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
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,
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
None.
ITEM 33. UNDERTAKINGS
(1) Registrant undertakes to suspend offering of its Preferred Shares until
it amends its prospectus if (a) subsequent to the effective date of its
Registration Statement, the net asset value declines more than 10 percent from
its net asset value as of the effective date of the Registration Statement, or
(b) the net asset value increases to an amount greater than its net proceeds as
stated in the prospectus.
(2) - (4) Not applicable
(5)(a) For purpose of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of a
registration statement in reliance upon Rule 430A and contained in the form of
prospectus filed by the Registrant pursuant to Rule 497(h) under the Securities
Act of 1933, shall be deemed to be part of this Registration Statement as of the
time it was declared effective.
(5)(b) For the purpose of determining any liability under the Securities
Act of 1933, 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 initial bona fide offering thereof.
(6) Registrant undertakes to send by first class mail or other means
designed to ensure equally prompt delivery, within two business days of receipt
of a written or oral request, its Statement of Additional Information for the
Preferred Shares.
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NOTICE
A copy of the Declaration of Trust of Eaton Vance Senior Income 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Boston, and the Commonwealth of
Massachusetts, on June 21, 2001.
EATON VANCE SENIOR INCOME TRUST
By: /s/ James B. Hawkes
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James B. Hawkes, President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons on
June 21, 2001 in the capacities indicated.
Signature Title
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/s/ James B. Hawkes Trustee, President and Principal
--------------------------- Executive Officer
James B. Hawkes
/s/ James L. O'Connor Treasurer (Principal Financial and
--------------------------- Accounting Officer)
James L. O'Connor
Jessica M. Bibliowicz* Trustee
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Jessica M. Bibliowicz
Donald R. Dwight* Trustee
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Donald R. Dwight
Samuel L. Hayes, III* Trustee
---------------------------
Samuel L. Hayes, III
Norton H. Reamer* Trustee
---------------------------
Norton H. Reamer
Lynn A. Stout* Trustee
---------------------------
Lynn A. Stout
Jack L. Treynor* Trustee
---------------------------
Jack L. Treynor
*By: /s/ Eric G. Woodbury
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Eric G. Woodbury (As attorney-in-fact)
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EXHIBIT INDEX
Exhibit No. Description
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(h) Form of Underwriting Agreement for Auction Preferred Shares
(k)(1) Form of Auction Agency Agreement to the Auction Preferred Shares
(k)(2) Form of Broker-Dealer Agreement as to the Registrant's Auction
Preferred Shares
(k)(3) Form of DTC Representation Letter as to the Registrant's Auction
Preferred Shares
(l) Opinion and Consent of Counsel
(n) Independent Auditors' Consent
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