NOTIFICATION OF REPURCHASE OFFER
PURSUANT TO RULE 23C-3
1. Investment Company Act File Number 811-05808
Date of Notification: May 1, 2000
2. Exact name of investment company as specified in registration statement:
EATON VANCE PRIME RATE RESERVES
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
<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
Century THE SCHEDULED QUARTERLY TENDER.
May 1, 2000
Dear Eaton Vance Prime Rate Reserves 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.
The tender offer period will begin on May 1 and end on May 22, 2000. 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. If you
have no need or desire to sell shares, simply disregard this notice. Rest
assured that we will contact you again next quarter to remind you of your
redemption privilege.
ALL REQUESTS TO TENDER SHARES MUST BE RECEIVED IN GOOD ORDER BY MAY 22, 2000.
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 OF
Century THE SCHEDULED QUARTERLY TENDER.
May 1, 2000
Dear Eaton Vance Prime Rate Reserves 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.
The tender offer period will begin on May 1 and end on May 22, 2000. 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
Global Fund Services by May 22, 2000.
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 no need or desire to sell shares, simply disregard this notice. Rest
assured that we will contact you again next quarter to remind you of your
redemption privilege.
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 MAY 22, 2000.
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 May 22, 2000 if you
for the want to sell shares of Eaton Vance Prime Rate Reserves.
EATON VANCE 21st
Century
TENDER REQUEST FORM
Return to: PFPC Global Fund Services, Eaton Vance Group,
P.O. Box 9653, Providence, RI 02904-9653
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 PRIME RATE RESERVES (EVPRX)
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 are
registered. A certified copy of the shareholder's death certificate
must be enclosed. Refer to entitlement details in the current Fund
prospectus.
___ Check this option if shares were sold to Eaton Vance, or its
affiliates or to their respective employees or clients; or for shares
repurchased 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 the
current Fund 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 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 17 Ad-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 GLOBAL FUND SERVICES, P.O. BOX 9653, PROVIDENCE,
RI 02904-9653
OVERNIGHT MAIL: 4400 COMPUTER DRIVE, WESTBOROUGH, MA 01581-5120
TENFORMPR
<PAGE>
{LOGO} Investing EATON VANCE PRIME RATE RESERVES
for the
EATON VANCE 21st MAY REPURCHASE OFFER
Century
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 April 27, 2000 was $9.86 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 May 22, 2000.
4. REPURCHASE PRICING DATE. The NAV for the repurchase must be determined no
later than June 5, 2000; HOWEVER, the Fund intends to determine NAV on May
22, 2000, 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
May 22, 2000.
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>
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.
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: May 1, 2000
TENOFFER
