NOTIFICATION OF REPURCHASE OFFER
PURSUANT TO RULE 23C-3
1. Investment Company Act File Number 811-05808
Date of Notification: February 2, 1998
2. Exact name of investment company as specified in registration statement:
EATON VANCE PRIME RATE RESERVES
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/ Eric G. Woodbury
- -----------------------------------------
Eric G. Woodbury
Assistant Secretary
<PAGE>
{LOGO} Investing IF YOU ARE NOT INTERESTED IN SELLING YOUR SHARES AT
in the THIS TIME, YOU DO NOT HAVE TO DO ANYTHING AND CAN
EATON VANCE 21st DISREGARD THIS NOTICE. THIS IS SIMPLY NOTIFICATION
Mutual Funds Century OF THE SCHEDULED QUARTERLY TENDER.
February 2, 1998
Dear Eaton Vance Prime Rate Reserves Shareholder:
We would like to inform you of the dates for your Fund's next quarterly tender
offer. The tender offer period will begin on February 2, and end on February 23,
1998. All tender offers received during this period will be processed on
February 23, 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 FEBRUARY 23,
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
for the AT THIS TIME, YOU DO NOT HAVE TO DO ANYTHING AND
EATON VANCE 21st CAN DISREGARD THIS NOTICE. THIS IS SIMPLY
Mutual Funds Century NOTIFICATION OF THE SCHEDULED QUARTERLY TENDER.
February 2, 1998
Dear Eaton Vance Prime Rate Reserves Shareholder:
We would like to inform you of the dates for your Fund's next quarterly tender
offer. The tender offer period will begin on February 2 and end on February 23,
1998. All tender offers received during this period will be processed on
February 23, 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 February 23, 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 mail it to
Investors Bank & Trust Company.
ALL DOCUMENTATION MUST BE RECEIVED IN GOOD ORDER BY FEBRUARY 23, 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
<PAGE>
{LOGO} Investing This form must be RECEIVED by February 23, 1998
for the if you want to sell shares of Eaton Vance Prime
EATON VANCE 21st Rate Reserves.
Mutul Funds Century
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 tender period in which the shares
are offered for tender.
EATON VANCE PRIME RATE RESERVES
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>
EARLY WITHDRAWAL CHARGE WAIVER:
___ Check this option if shares are tendered within one year following the date
of death of the shareholder in whose name the tendered shares reregistered.
A certified copy of the shareholder's death certificate must be enclosed.
Refer to entitlement details in the current prospectus.
___ Check this option if shares were sold to Eaton Vance, or its affiliates or
to their respective employees of clients; or for shares repurchesed as part
of a required distribution from a tax sheltered retirement plan, provided
that the aggregate amount of such repurchase does not exceed 12% of the
account balance. Refer to details in a current prospectus.
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 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.
<PAGE>
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
TENFORMPR
<PAGE>
{LOGO} Investing
for the EATON VANCE PRIME RATE RESERVES
EATON VANCE 21st
Mutual Funds Century FEBRUARY REPURCHASE OFFER
1. THE OFFER. Eaton Vance Prime Rate Reserves (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) less any applicable early
withdrawal charge (described 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 January 28, 1998 was $9.99 per
Share. The Net Asset Value 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 February 23, 1998.
4. REPURCHASE PRICING DATE. The NAV for the repurchase must be determined no
later than March 9, 1998; HOWEVER, the Fund intends to determine NAV on
February 23, 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. EARLY WITHDRAWAL CHARGE. An early withdrawal charge of up to 3% may be
imposed on those Shares accepted for repurchase that have been held for
less than four years. Please check your holdings and the Fund's prospectus.
7. 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.
8. 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
February 23, 1998.
9. 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.
<PAGE>
10. 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 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: February 2, 1998
* * *
TENOFFER
