PROXY TABULATOR

P.O. BOX 859232

BRAINTREE, MA  02185-9232

EVERY SHAREHOLDER’S VOTE IS IMPORTANT

***   3 EASY WAYS TO VOTE YOUR PROXIES   ***

VOTE BY TELEPHONE	VOTE ON THE INTERNET	VOTE BY MAIL
1)  Read the Proxy Statement and have this card      at hand 2)  Call 1-800-830-3542 3)  Enter control number shown at left and      follow the simple instructions 4)  Keep this card for your records	1)  Read the Proxy Statement and have this card        at hand 2)  Go to www.2voteproxy.com 3)  Enter control number shown at left and      follow the simple instructions 4)  Keep this card for your records	1)  Read the Proxy Statement 2)  If you want to vote use the Proxy Card      on reverse 3)  Return the card in the postage-paid envelope      provided

*** 999 999 999 999 99 ***

Eaton Vance Prime Rate Reserves

SPECIAL MEETING OF SHAREHOLDERS

October 26, 2007

PROXY SOLICITED ON BEHALF OF BOARD OF TRUSTEES

The undersigned holder of shares of beneficial interest of the above-referenced Fund (the “Fund”), hereby appoints BARBARA E. CAMPBELL, THOMAS E. FAUST JR., MAUREEN A. GEMMA, DAN A. MAALOULY, SCOTT H. PAGE AND PAYSON F. SWAFFIELD, and each of them, with full power of substitution and revocation, as proxies to represent the undersigned at the Special Joint Meeting of Shareholders of the Fund to be held at the principal office of the Fund, The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109, on Friday, October 26, 2007 at 2:00 P.M., Eastern Standard Time, and at any and all adjournments thereof, and to vote all shares of beneficial interest of the Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions on this proxy.

Dated:__________________

PLEASE VOTE, DATE, SIGN AND PROMPTLY RETURN

IN THE ACCOMPANYING ENVELOPE.

NO POSTAGE REQUIRED IF MAILED IN THE U.S.

Signature(s)  

Note:  Please sign this proxy as your name appears on the books of the Fund.  Joint owners should each sign personally.  Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign.  If a corporation, this signature should be that of an authorized officer who should state his or her title.

EATON VANCE PROXY

WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED.  IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSALS SET FORTH BELOW AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE SPECIAL MEETING AND ANY ADJOURNMENTS THEREOF.  THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING NOTICE OF SPECIAL MEETING AND PROXY STATEMENT.

Please fill in box(es) as shown using black or blue ink or number 2 pencil.  PLEASE DO NOT USE FINE POINT PENS.   [ X ]

THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:

	FOR	AGAINST	ABSTAIN
1. To approve and the Agreement and Plan of Reorganization between the Fund and Eaton Vance Mutual Funds Trust on behalf of its series, Eaton Vance Floating-Rate Advantage Fund, and the transactions contemplated thereby, as described in the accompanying proxy statement/prospectus.	[   ]	[   ]	[   ]
2. To approve the conversion of Senior Debt Portfolio to an open-end, management investment company.	[   ]	[   ]	[   ]

NOTE ADDRESS CHANGE:_______________________________

_______________________________

_______________________________

PLEASE SIGN ON REVERSE SIDE

EVD

PROXY TABULATOR

P.O. BOX 859232

BRAINTREE, MA  02185-9232

EVERY SHAREHOLDER’S VOTE IS IMPORTANT

***   3 EASY WAYS TO VOTE YOUR PROXIES   ***

VOTE BY TELEPHONE	VOTE ON THE INTERNET	VOTE BY MAIL
1)  Read the Proxy Statement and have this card      at hand 2)  Call 1-800-830-3542 3)  Enter control number shown at left and      follow the simple instructions 4)  Keep this card for your records	1)  Read the Proxy Statement and have this card        at hand 2)  Go to www.2voteproxy.com 3)  Enter control number shown at left and      follow the simple instructions 4)  Keep this card for your records	1)  Read the Proxy Statement 2)  If you want to vote use the Proxy Card      on reverse 3)  Return the card in the postage-paid envelope      provided

*** 999 999 999 999 99 ***

Eaton Vance Advisers Senior Floating-Rate Fund

SPECIAL MEETING OF SHAREHOLDERS

October 26, 2007

PROXY SOLICITED ON BEHALF OF BOARD OF TRUSTEES

The undersigned holder of shares of beneficial interest of the above-referenced Fund (the “Fund”), hereby appoints BARBARA E. CAMPBELL, THOMAS E. FAUST JR., MAUREEN A. GEMMA, DAN A. MAALOULY, SCOTT H. PAGE AND PAYSON F. SWAFFIELD, and each of them, with full power of substitution and revocation, as proxies to represent the undersigned at the Special Joint Meeting of Shareholders of the Fund to be held at the principal office of the Fund, The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109, on Friday, October 26, 2007 at 2:00 P.M., Eastern Standard Time, and at any and all adjournments thereof, and to vote all shares of beneficial interest of the Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions on this proxy.

Dated:__________________

PLEASE VOTE, DATE, SIGN AND PROMPTLY RETURN

IN THE ACCOMPANYING ENVELOPE.

NO POSTAGE REQUIRED IF MAILED IN THE U.S.

Signature(s)  

Note:  Please sign this proxy as your name appears on the books of the Fund.  Joint owners should each sign personally.  Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign.  If a corporation, this signature should be that of an authorized officer who should state his or her title.

EATON VANCE PROXY

WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED.  IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSALS SET FORTH BELOW AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE SPECIAL MEETING AND ANY ADJOURNMENTS THEREOF.  THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING NOTICE OF SPECIAL MEETING AND PROXY STATEMENT.

Please fill in box(es) as shown using black or blue ink or number 2 pencil.  PLEASE DO NOT USE FINE POINT PENS.   [ X ]

THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:

	FOR	AGAINST	ABSTAIN
1. To approve and the Agreement and Plan of Reorganization between the Fund and Eaton Vance Mutual Funds Trust on behalf of its series, Eaton Vance Floating-Rate Advantage Fund, and the transactions contemplated thereby, as described in the accompanying proxy statement/prospectus.	[   ]	[   ]	[   ]
2. To approve the conversion of Senior Debt Portfolio to an open-end, management investment company.	[   ]	[   ]	[   ]

NOTE ADDRESS CHANGE:_______________________________

_______________________________

_______________________________

PLEASE SIGN ON REVERSE SIDE

EVD

PROXY TABULATOR

P.O. BOX 859232

BRAINTREE, MA  02185-9232

EVERY SHAREHOLDER’S VOTE IS IMPORTANT

***   3 EASY WAYS TO VOTE YOUR PROXIES   ***

VOTE BY TELEPHONE	VOTE ON THE INTERNET	VOTE BY MAIL
1)  Read the Proxy Statement and have this card      at hand 2)  Call 1-800-830-3542 3)  Enter control number shown at left and      follow the simple instructions 4)  Keep this card for your records	1)  Read the Proxy Statement and have this card        at hand 2)  Go to www.2voteproxy.com 3)  Enter control number shown at left and      follow the simple instructions 4)  Keep this card for your records	1)  Read the Proxy Statement 2)  If you want to vote use the Proxy Card      on reverse 3)  Return the card in the postage-paid envelope      provided

*** 999 999 999 999 99 ***

EV Classic Senior Floating-Rate Fund

SPECIAL MEETING OF SHAREHOLDERS

October 26, 2007

PROXY SOLICITED ON BEHALF OF BOARD OF TRUSTEES

The undersigned holder of shares of beneficial interest of the above-referenced Fund (the “Fund”), hereby appoints BARBARA E. CAMPBELL, THOMAS E. FAUST JR., MAUREEN A. GEMMA, DAN A. MAALOULY, SCOTT H. PAGE AND PAYSON F. SWAFFIELD, and each of them, with full power of substitution and revocation, as proxies to represent the undersigned at the Special Joint Meeting of Shareholders of the Fund to be held at the principal office of the Fund, The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109, on Friday, October 26, 2007 at 2:00 P.M., Eastern Standard Time, and at any and all adjournments thereof, and to vote all shares of beneficial interest of the Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions on this proxy.

Dated:__________________

PLEASE VOTE, DATE, SIGN AND PROMPTLY RETURN

IN THE ACCOMPANYING ENVELOPE.

NO POSTAGE REQUIRED IF MAILED IN THE U.S.

Signature(s)  

Note:  Please sign this proxy as your name appears on the books of the Fund.  Joint owners should each sign personally.  Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign.  If a corporation, this signature should be that of an authorized officer who should state his or her title.

EATON VANCE PROXY

WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED.  IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSALS SET FORTH BELOW AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE SPECIAL MEETING AND ANY ADJOURNMENTS THEREOF.  THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING NOTICE OF SPECIAL MEETING AND PROXY STATEMENT.

Please fill in box(es) as shown using black or blue ink or number 2 pencil.  PLEASE DO NOT USE FINE POINT PENS.   [ X ]

THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:

	FOR	AGAINST	ABSTAIN
1. To approve and the Agreement and Plan of Reorganization between the Fund and Eaton Vance Mutual Funds Trust on behalf of its series, Eaton Vance Floating-Rate Advantage Fund, and the transactions contemplated thereby, as described in the accompanying proxy statement/prospectus.	[   ]	[   ]	[   ]
2. To approve the conversion of Senior Debt Portfolio to an open-end, management investment company.	[   ]	[   ]	[   ]

NOTE ADDRESS CHANGE:_______________________________

_______________________________

_______________________________

PLEASE SIGN ON REVERSE SIDE

EVD

PROXY TABULATOR

P.O. BOX 859232

BRAINTREE, MA  02185-9232

EVERY SHAREHOLDER’S VOTE IS IMPORTANT

***   3 EASY WAYS TO VOTE YOUR PROXIES   ***

VOTE BY TELEPHONE	VOTE ON THE INTERNET	VOTE BY MAIL
1)  Read the Proxy Statement and have this card      at hand 2)  Call 1-800-830-3542 3)  Enter control number shown at left and      follow the simple instructions 4)  Keep this card for your records	1)  Read the Proxy Statement and have this card        at hand 2)  Go to www.2voteproxy.com 3)  Enter control number shown at left and      follow the simple instructions 4)  Keep this card for your records	1)  Read the Proxy Statement 2)  If you want to vote use the Proxy Card      on reverse 3)  Return the card in the postage-paid envelope      provided

*** 999 999 999 999 99 ***

Eaton Vance Institutional Senior Floating-Rate Fund

SPECIAL MEETING OF SHAREHOLDERS

October 26, 2007

PROXY SOLICITED ON BEHALF OF BOARD OF TRUSTEES

The undersigned holder of shares of beneficial interest of the above-referenced Fund (the “Fund”), hereby appoints BARBARA E. CAMPBELL, THOMAS E. FAUST JR., MAUREEN A. GEMMA, DAN A. MAALOULY, SCOTT H. PAGE AND PAYSON F. SWAFFIELD, and each of them, with full power of substitution and revocation, as proxies to represent the undersigned at the Special Joint Meeting of Shareholders of the Fund to be held at the principal office of the Fund, The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109, on Friday, October 26, 2007 at 2:00 P.M., Eastern Standard Time, and at any and all adjournments thereof, and to vote all shares of beneficial interest of the Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions on this proxy.

Dated:__________________

PLEASE VOTE, DATE, SIGN AND PROMPTLY RETURN

IN THE ACCOMPANYING ENVELOPE.

NO POSTAGE REQUIRED IF MAILED IN THE U.S.

Signature(s)  

Note:  Please sign this proxy as your name appears on the books of the Fund.  Joint owners should each sign personally.  Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign.  If a corporation, this signature should be that of an authorized officer who should state his or her title.

EATON VANCE PROXY

WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED.  IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSALS SET FORTH BELOW AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE SPECIAL MEETING AND ANY ADJOURNMENTS THEREOF.  THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING NOTICE OF SPECIAL MEETING AND PROXY STATEMENT.

Please fill in box(es) as shown using black or blue ink or number 2 pencil.  PLEASE DO NOT USE FINE POINT PENS.   [ X ]

THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:

	FOR	AGAINST	ABSTAIN
1. To approve and the Agreement and Plan of Reorganization between the Fund and Eaton Vance Mutual Funds Trust on behalf of its series, Eaton Vance Floating-Rate Advantage Fund, and the transactions contemplated thereby, as described in the accompanying proxy statement/prospectus.	[   ]	[   ]	[   ]
2. To approve the conversion of Senior Debt Portfolio to an open-end, management investment company.	[   ]	[   ]	[   ]

NOTE ADDRESS CHANGE:_______________________________

_______________________________

_______________________________

PLEASE SIGN ON REVERSE SIDE

EVD