NOTIFICATION OF REPURCHASE OFFER
PURSUANT TO RULE 23C-3
1. Investment Company Act File Number 811-05808
Date of Notification: January 2, 2001
2. Exact name of investment company as specified in registration statement:
EATON VANCE ADVISERS SENIOR FLOATING-RATE FUND
3. Address of principal executive office:
255 STATE STREET
BOSTON, MASSACHUSETTS 02109
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
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{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
Century(r) OF THE SCHEDULED QUARTERLY TENDER.
January 2, 2001
Dear Eaton Vance Advisers Senior Floating-Rate Fund Shareholder:
This notice is to inform you of the dates for your Fund's next quarterly tender
offer. If you are not interested in selling your shares at this time, you do not
have to do anything and can disregard this notice. This is simply notification
of the scheduled quarterly tender. Rest assured that we will contact you again
next quarter to remind you of your redemption privilege.
The tender offer period will begin on January 2 and end on January 22, 2001. 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.
Should you wish to sell any of your shares during this tender offer period, all
you have to do is contact your financial consultant or broker and tell him or
her to process the tender offer transaction for you. You may be charged a
transaction fee for this service by your financial consultant or broker.
ALL REQUESTS TO TENDER SHARES MUST BE RECEIVED IN GOOD ORDER BY JANUARY 22,
2001.
Please refer to the enclosed Repurchase Offer Document if you have any
questions, or call your financial consultant or broker.
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
Century(r) OF THE SCHEDULED QUARTERLY TENDER.
January 2, 2001
Dear Eaton Vance Advisers Senior Floating-Rate Fund Shareholder:
This notice is to inform you of the dates for your Fund's next quarterly tender
offer. If you are not interested in selling your shares at this time, you do not
have to do anything and can disregard this notice. This is simply notification
of the scheduled quarterly tender. Rest assured that we will contact you again
next quarter to remind you of your redemption privilege.
The tender offer period will begin on January 2 and end on January 22, 2001. 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, PFPC,
Inc. by January 22, 2001.
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 JANUARY 22, 2001.
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
<PAGE>
{LOGO} Investing This form must be RECEIVED by January 22, 2001
for the if you want to sell shares of Eaton Vance
EATON VANCE 21st Advisers Senior Floating-Rate Fund.
Century(r)
TENDER REQUEST FORM
Return to: PFPC, Inc., Eaton Vance Group, P.O. Box 9653,
Providence, RI 02904-9653
Overnight Mail: 4400 Computer Drive, Westborough, MA 01581-5120
ATON 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 $_______________.
___ Exchange - Please exchange the shares tendered above for shares of
the _____________________ Fund. (By choosing 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 PFPC, Inc. 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 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: PFPC, INC., P.O. BOX 9653, PROVIDENCE, RI 02904-9653
OVERNIGHT MAIL: 4400 COMPUTER DRIVE, WESTBOROUGH, MA 01581-5120
FORMCLASS
<PAGE>
{{LOGO} Investing EATON VANCE ADVISERS SENIOR
for the FLOATING-RATE FUND
EATON VANCE 21st
Century(r) JANUARY 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 Notice and Tender Request Form, 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 December 29, 2000 was $9.55 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's transfer agent, PFPC, Inc., on or before
4:00 p.m., Eastern time, on January 22, 2001.
4. REPURCHASE PRICING DATE. The NAV for the repurchase must be determined no
later than February 5, 2001; HOWEVER, the Fund intends to determine NAV on
January 22, 2001, 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%)
of the value of Senior Debt Portfolio, the investment company the Fund invests
in. 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 January 22,
2001.
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.
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 NOTICE AND TENDER REQUEST FORM.
<PAGE>
FOR A COPY OF THE FUND'S PROSPECTUS OR OTHER INFORMATION, CALL EATON VANCE AT
1-800-225-6265, EXTENSION 4 OR CONTACT YOUR FINANCIAL ADVISER.
Dated: January 2, 2001
TENOFFER
