NOTIFICATION OF REPURCHASE OFFER
PURSUANT TO RULE 23C-3
1. Investment Company Act File Number 811-08671
Date of Notification: April 1, 1998
2. Exact name of investment company as specified in registration statement:
EATON VANCE ADVISERS SENIOR FLOATING-RATE FUND
3. Address of principal executive office:
24 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
A. [ X ] The notification pertains to a periodic repurchase offer under
paragraph (b) of Rule 23c-3.
B. [ ] The notification pertains to a discretionary repurchase offer under
paragraph (c) of Rule 23c-3.
C. [ ] The notification pertains to a periodic repurchase offer under
paragraph (b) of Rule 23c-3 and a discretionary repurchase offer under
paragraph (c) of Rule 23c-3.
By: /s/ Alan R. Dynner
-----------------------------
Alan R. Dynner
Secretary
<PAGE>
{LOGO} Investing IF YOU ARE NOT INTERESTED IN SELLING YOUR SHARES AT
for the THIS TIME, YOU DO NOT HAVE TO DO ANYTHING AND CAN
EATON VANCE 21st DISREGARD THIS NOTICE. THIS IS SIMPLY NOTIFICATION OF
Mutual Funds Century THE SCHEDULED QUARTERLY TENDER.
April 1, 1998
Dear Eaton Vance Advisers Senior Floating-Rate Fund Shareholder:
We would like to inform you of the dates for your Fund's first quarterly tender
offer. The tender offer period will begin on April 1 and end on April 22, 1998.
All tender offers received during this period will be processed on April 22,
1998. The purpose of this tender offer (also known as a repurchase offer) is to
provide liquidity to shareholders. Fund shares can be redeemed by tender offer
only during one of the Fund's scheduled quarterly tender offers.
If you wish to sell your shares for cash during this tender period, you can do
so by contacting your financial consultant or broker and have them effect the
transaction for you through their affiliated Securities Firm. Conversely, if you
are not interested in selling your shares at this time, you do not have to do
anything and can disregard this notice.
ALL REQUESTS TO TENDER SHARES MUST BE RECEIVED IN GOOD ORDER BY APRIL 22, 1998.
Please refer to the enclosed Repurchase Offer Document if you have any
questions, or call your financial consultant.
Sincerely,
EATON VANCE SHAREHOLDER SERVICES
nt#3
<PAGE>
{LOGO} Investing IF YOU ARE NOT INTERESTED IN SELLING YOUR SHARES AT
for the THIS TIME, YOU DO NOT HAVE TO DO ANYTHING AND CAN
EATON VANCE 21st DISREGARD THIS NOTICE. THIS IS SIMPLY NOTIFICATION OF
Mutual Funds Century THE SCHEDULED QUARTERLY TENDER.
April 1, 1998
Dear Eaton Vance Advisers Senior Floating-Rate Fund Shareholder:
We would like to inform you of the dates for your Fund's first quarterly tender
offer. The tender offer period will begin on April 1 and end on April 22, 1998.
All tender offers received during this period will be processed on April 22,
1998. The purpose of this tender offer (also known as a repurchase offer) is to
provide liquidity to shareholders. Fund shares can be redeemed by tender offer
only during one of the Fund's scheduled quarterly tender offers.
If you wish to sell your shares for cash during this tender period, you can do
so in one of three ways as follows:
1. Complete the attached Tender Request Form and return it with any
outstanding share certificates to the Fund's transfer agent, First
Data Investor Services Group by April 22, 1998.
2. Telephone 1-800-262-1122, and place your order for up to $50,000. The
proceeds of this request MUST BE SENT to your address of record and
the check will be made payable exactly as the account is registered.
THIS DOES NOT APPLY TO ANY INVESTORS BANK & TRUST COMPANY RETIREMENT
ACCOUNTS.
3. You may telephone your financial consultant or broker and have them
effect the transaction for you through their affiliated Securities
Firm.
IF YOU HAVE AN INVESTORS BANK & TRUST COMPANY RETIREMENT ACCOUNT AND WANT OR
NEED TO TAKE A DISTRIBUTION, it must be done at this time by completing the
Investors Bank &Trust Company Request for Distribution Form and mailing it to
Investors Bank &Trust Company.
ALL DOCUMENTATION MUST BE RECEIVED IN GOOD ORDER BY APRIL 22, 1998.
Please refer to the enclosed Repurchase Offer Document if you have any
questions, or you can also call us at 1-800-225-6265, extension 4.
Sincerely,
EATON VANCE SHAREHOLDER SERVICES
TENLTR
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{LOGO} Investing This form must be RECEIVED by April 22,
for the 1998 if you want to sell shares of
EATON VANCE 21st Eaton Vance Advisers Senior
Mutual Funds Century Floating-Rate Fund.
TENDER REQUEST FORM
Return to: First Data Investor Services Group, Eaton Vance Group, P.O. Box
5123, Westborough, MA 01581-5123
Overnight Mail: 4400 Computer Drive, Westborough, MA 01581-5120
Please tender the shares designated below at a price equal to their net asset
value per share (NAV) on the last day of the period in which the shares are
offered for repurchase.
EATON VANCE ADVISERS SENIOR FLOATING-RATE FUND
NAMES OF REGISTERED SHAREHOLDER(S): __________________________________
(please fill in EXACTLY as registered)
__________________________________
__________________________________
ACCOUNT NUMBER: ____________________
DAYTIME TELEPHONE: _____________________
SHARES TENDERED: (PLEASE CHECK ONE)
___ Partial Tender - Please tender ______________ shares from my account.
___ Full Tender - Please tender all shares, both issued and unissued, from
my account.
___ Dollar Amount - Please tender enough shares to net $______________, after
any early withdrawal charges.
___ Exchange - Please exchange the shares tendered above for shares of
the _____________________ Fund. (By checking this option,
you certify receipt of a current prospectus for such a
fund.)
PLEASE NOTE: If you are tendering shares represented by certificates, YOU MUST
INCLUDE THE CERTIFICATES WITH THIS request and list them below. Any certificates
which are not delivered will be excluded from the shares tendered.
Certificate Number(s) Issue Date Number of shares
______________________ _______________ ____________________
PAYMENT AND DELIVERY INSTRUCTIONS:
The check will be issued in the name of the registered shareholder(s) and mailed
to the address of record. If alternate payment and delivery is required, please
provide instructions here.
Alternate Instructions:_________________________________________________________
_________________________________________________________
_________________________________________________________
<PAGE>
PLEASE SIGN BELOW AND NOTE THE FOLLOWING IMPORTANT POINTS:
* Your Signature(s) below MUST CORRESPOND EXACTLY with the name(s) in which
the shares are registered.
* If the shares are held of record by two or more joint holders, ALL MUST
SIGN.
* If the shares are in an IRA account, an authorized official of the
Custodian of the IRA account must sign.
* If the signer of the document is a trustee, executor, administrator,
guardian, attorney in fact, officers of corporations or others acting in a
fiduciary or representative capacity, they must so indicate when signing,
and submit proper evidence satisfactory to the Fund of their authority to
so act.
ALL SIGNATURES MUST BE GUARANTEED UNLESS ALL OF THE FOLLOWING CONDITIONS APPLY:
* This Tender Request Form is signed by the registered holder(s) of the
shares, AND
* There is no change of registration of any remaining shares, AND
* The payment of the tender proceeds and certificates for any remaining
shares are to be sent to the registered owner of the shares at the address
shown in the share registration, AND
* The tender offer proceeds will be less than or equal to $50,000.
IN ALL OTHER CASES, ALL SIGNATURES MUST BE GUARANTEED by a member firm of a
regional or national securities exchange or of the National Association of
Securities Dealers, Inc.; a commercial bank or trust company having an office,
branch, or agency in the United States; or other Eligible Guarantor Institution
as defined in Rule 17Ad-15(a)(2) under the Securities and Exchange Act of 1934.
Signature(s) of owner(s) exactly as registered: ________________________________
________________________________
Date:_________________ ________________________________
SIGNATURE GUARANTEED BY:
IF YOU HAVE ANY QUESTIONS REGARDING THIS FORM, PLEASE CALL 1-800-225-6265,
EXTENSION 4 BETWEEN 8:30 AM AND 6:00 PM.
RETURN TO: FIRST DATA INVESTOR SERVICES GROUP, P.O. BOX 5123, WESTBOROUGH,
MA 01581-5123
OVERNIGHT MAIL: 4400 COMPUTER DRIVE, WESTBOROUGH, MA 01581-5120
FORMCLASS
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{LOGO} Investing EATON VANCE ADVISERS SENIOR
for the FLOATING-RATE FUND
EATON VANCE 21st
Mutual Funds Century APRIL REPURCHASE OFFER
1. THE OFFER. Eaton Vance Advisers Senior Floating-Rate Fund (the "Fund")
is offering to repurchase for cash up to twenty-five percent (25%) of
its issued and outstanding shares of beneficial interest ("Shares") at
a price equal to the net asset value ("NAV") as of the close of the
New York Stock Exchange on the Repurchase Pricing Date (defined below)
upon the terms and conditions set forth herein, and the related
Repurchase Procedures, which together constitute the "Offer". The
purpose of the Offer is to provide liquidity to shareholders since the
Fund is unaware of any secondary market which exists for the Shares.
The Offer is not conditioned upon the tender for repurchase of any
minimum number of Shares.
2. NET ASSET VALUE. The NAV of the Fund on March 25, 1998 was $ 10.00 per
Share. The NAV can fluctuate. Please call Eaton Vance at
1-800-225-6265, extension 4 for current price information.
3. REPURCHASE REQUEST DEADLINE. All tenders of Shares for repurchase MUST
be received in proper form by the Fund on or before 4:00 p.m., Eastern
time, on April 22, 1998.
4. REPURCHASE PRICING DATE. The NAV for the repurchase must be determined
no later than May 6, 1998; HOWEVER, the Fund intends to determine NAV
on April 22, 1998, if doing so is not likely to result in significant
dilution of the price of the Shares, or as soon as such determination
can be made thereafter.
5. PAYMENT FOR SHARES REPURCHASED. Payment for all Shares repurchased
pursuant to this Offer will be made not later than 7 days after the
Repurchase Pricing Date.
6. INCREASE IN NUMBER OF SHARES REPURCHASED; PRO RATA REPURCHASE. If
shareholders tender for repurchase more than the Shares which the Fund
is offering to repurchase, the Fund may (but is not obligated to)
increase the number of Shares that the Fund is offering to purchase by
up to two percent (2%). If the number of Shares tendered for
repurchase thereafter exceeds the number of Shares which the Fund is
offering to repurchase, the Fund is required to repurchase the Shares
tendered on a pro rata basis.
7. WITHDRAWAL OF SHARES TO BE REPURCHASED. Shares tendered pursuant to
the Offer may be withdrawn at any time prior to 4:00 p.m., Eastern
time, on April 22, 1998.
8. SUSPENSION OR POSTPONEMENT OF REPURCHASE OFFER. The Fund may suspend
or postpone this Offer only: (A) for any period during which the New
York Stock Exchange or any market in which the securities owned by the
Fund are principally traded is closed, other than customary weekend
and holiday closings, or during which trading in such market is
restricted; (B) for any period during which an emergency exists as a
result of which disposal by the Fund of securities owned by it is not
reasonably practicable, or during which it is not reasonably
practicable for the Fund fairly to determine the value of its net
assets; or (C) for such other periods as the Securities and Exchange
Commission may by order permit for the protection of shareholders of
the Fund.
9. TAX CONSEQUENCES. Shareholders should consult their tax advisers
regarding the specific tax consequences, including state and local tax
consequences, of participating in the repurchase. A tender of shares
pursuant to the repurchase offer (including an exchange for shares of
another Eaton Vance fund) will be treated as a taxable sale or
<PAGE>
exchange of the Shares if the tender (i) completely terminates the
shareholder's interest in the Fund, (ii) is treated as a distribution
that is "substantially disproportionate" or (iii) is treated as a
distribution that is "not essentially equivalent to a dividend". A
"substantially disproportionate" distribution generally requires a
reduction of at least 20% in the shareholder's proportionate interest
in the Fund after all Shares are tendered. A distribution "not
essentially equivalent to a dividend" requires that there be a
"meaningful reduction" in the shareholder's interest, which should be
the case if the shareholder has a minimal interest in the Fund,
exercises no control over Fund affairs and suffers a reduction in his
or her proportionate interest.
The Fund intends to take the position that tendering shareholders will
qualify for sale or exchange treatment. If the transaction is treated
as a sale or exchange for tax purposes, any gain or loss recognized
will be treated as a capital gain or loss by shareholders who hold
their Shares as a capital asset and as a long-term capital gain or
loss if such Shares have been held for more than eighteen months. If
the transaction is not treated as a sale or exchange, the amount
received upon a sale of Shares may consist in whole or in part of
ordinary dividend income, a return of capital or capital gain,
depending on the Fund's earnings and profits for its taxable year and
the shareholder's tax basis in the Shares. In addition, if any amounts
received are treated as a dividend to tendering shareholders, a
constructive dividend may be received by non-tendering shareholders
whose proportionate interest in the Fund has been increased as a
result of the tender.
NEITHER THE FUND NOR ITS BOARD OF TRUSTEES MAKE ANY RECOMMENDATION TO
ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING
SHARES. EACH SHAREHOLDER MUST MAKE AN INDEPENDENT DECISION WHETHER TO
TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF
THE FUND AS TO WHETHER SHAREHOLDERS SHOULD TENDER SHARES PURSUANT TO
THIS OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR
TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN
THOSE CONTAINED HEREIN OR IN THE REPURCHASE PROCEDURES. IF GIVEN OR
MADE, SUCH RECOMMENDATION AND SUCH INFORMATION AND REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND.
FOR PER SHARE NET ASSET VALUE AND OTHER INFORMATION, OR FOR A COPY OF
THE FUND'S PROSPECTUS, CALL EATON VANCE AT 1-800-225-6265, EXTENSION 4
OR CONTACT YOUR FINANCIAL ADVISER.
Dated: April 1, 1998
* * *
TENOFFER
