SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
Vance Sanders Exchange Fund
(Name of Registrant as Specified in its Charter)
Jane A. Rudnick
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[x] $125 per Exchange Act Rule 0-11(c)(l)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transactions applies:
3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:\1/
4) Proposed maximum aggregate value of transaction:
\1/ Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
VANCE, SANDERS EXCHANGE FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
24 FEDERAL STREET, BOSTON, MASS. 02110
NOTICE OF THE ANNUAL MEETING OF THE PARTNERS
TO BE HELD APRIL 5, 1995
The Annual Meeting of the Partners of Vance, Sanders Exchange Fund (A
California Limited Partnership) (the "Fund") will be held at the Boston office
of the Fund, 24 Federal Street, Boston, Massachusetts, on Wednesday, April 5,
1995 at 11:30 A.M. (Boston time), for the following purposes:
1. To elect the General Partners.
2. To ratify or reject the selection of Deloitte & Touche LLP as the
independent certified public accountants to be employed by the Fund to
sign or certify financial statements which may be filed by the Fund with
the Securities and Exchange Commission in respect of all or any part of
the fiscal year ending December 31, 1995.
3. To consider and act upon any matters incidental to the foregoing
purposes or any of them, and any other matters which may properly come
before said meeting or any adjournment thereof.
These items are discussed in greater detail in the following pages.
This meeting is called by the Managing General Partners pursuant to the
Restated Certificate and Agreement of Limited Partnership of the Fund. The
Managing General Partners have fixed the close of business on February 23, 1995
as the record date for the determination of the Partners of the Fund entitled to
notice of and to vote at the meeting and any adjournments thereof.
/s/LANDON T. CLAY /s/JACK L. TREYNOR
LANDON T. CLAY JACK L. TREYNOR
/s/JOHN L. THORNDIKE
JOHN L. THORNDIKE
Managing General Partners
March 2, 1995
IMPORTANT -- THE PARTNERS CAN HELP THE MANAGING GENERAL PARTNERS AVOID THE
NECESSITY AND ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATIONS TO ENSURE
A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. THE ENCLOSED ADDRESSED
ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES AND IS INTENDED FOR
YOUR CONVENIENCE.
<PAGE>
VANCE, SANDERS EXCHANGE FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
24 FEDERAL STREET, BOSTON, MASS. 02110
March 2, 1995
PROXY STATEMENT
FOR THE ANNUAL MEETING OF THE PARTNERS
A proxy is enclosed with the foregoing Notice of the Annual Meeting of the
Partners of Vance, Sanders Exchange Fund (A California Limited Partnership) (the
"Fund") to be held April 5, 1995, for the benefit of those Partners who do not
expect to be present at the meeting. This proxy is solicited by the Managing
General Partners of the Fund, and is revocable by the person giving it prior to
exercise by a signed writing filed with the Fund or the Fund's transfer agent,
The Shareholder Services Group, Inc., BOS725, P.O. Box 1559, Boston, MA 02104,
or by executing and delivering a later dated proxy. Notwithstanding that a valid
proxy is outstanding, powers of the proxy holder will be suspended if the
Partner executing the proxy is present at the meeting and elects to vote in
person. Each Partner may specify the manner in which he desires his proxy to be
voted upon the matters referred to in the proxy; in the absence of such
specification, his proxy will be voted by the persons named as attorneys, or any
of them, in favor of each such matter. This proxy material is being mailed to
Partners on or about March 2, 1995.
The Managing General Partners have fixed the close of business February 23,
1995 as the record date for the determination of the Partners entitled to notice
of and to vote at the meeting and any adjournments thereof. Each Partner will be
entitled to vote the number of shares standing of record in such Partner's name
at the close of business on the record date on those matters properly presented
at the meeting which require the vote of the Partners under the Restated
Certificate and Agreement of Limited Partnership (the "Partnership Agreement")
of the Fund. All assignees of shares shown on the records of the Fund on the
record date shall be entitled to vote at the meeting provided they become
substituted Limited Partners prior to the date of the meeting. As of February
23, 1995, there were 708,033.027 shares of the Fund outstanding. As of February
23, 1995, Kathleen L. McCarthy, Los Angeles, CA was the record holder and
beneficial owner of 39,200.000 (5.5%) of the outstanding shares. To the
knowledge of the Fund, no other person owns (of record or beneficially) more
than 5% of its outstanding shares.
The Partnership Agreement of the Fund provides that an annual meeting or
special meeting in lieu thereof shall be held for the purpose of electing
General Partners, ratifying or rejecting the selection of the independent public
accountants of the Fund, and taking any other action which the Limited Partners
are permitted to take under the Partnership Agreement. The Managing General
Partners know of no matter other than those mentioned in Items 1 and 2 of the
Notice of the meeting which will be presented at the meeting and which will
require the vote of the Partners under the Partnership Agreement. If any other
matter requiring such vote is properly presented at the meeting, it is the
intention of the persons named as attorneys in the enclosed proxy to vote the
proxies in accordance with their judgment in regard to such matter.
1. ELECTION OF GENERAL PARTNERS
The management of the Fund, including general supervision of the duties
performed by the Fund's investment adviser, Eaton Vance Management ("EVM"),
under the Partnership Agreement, is the responsibility of the Managing General
Partners. The names of the General Partners, their principal occupations and
affiliations are set forth below. Those nominees whose names are preceded by an
asterisk (*) are "interested persons" (as defined in the Investment Company Act
of 1940) by reason of their affiliation with the Fund, EVM, Boston Management
and Research ("BMR"), Eaton Vance Corp. ("EVC") or Eaton Vance, Inc. ("EV").
<PAGE>
MANAGING GENERAL PARTNERS
NAME AND PRINCIPAL OCCUPATIONS OVER
OTHER INFORMATION PAST FIVE YEARS
----------------- --------------------------
*LANDON T. CLAY Chairman of the Managing General Partners.
Age: 68; has been a Chairman of the Board of EVC, EV, EVM, BMR and
Managing General Director of EVC and EV. He also serves as a
Partner since its Director, Managing General Partner, Trustee and/or
inception in 1975. Officer of seventeen investment companies advised
or administered by EVM or BMR.
DONALD R. DWIGHT Mr. Dwight is President of Dwight Partners, Inc.
Age: 63; has been a (a corporate relations and communications company)
Managing General founded in 1988; Chairman of the Board of
Partner since 1989. Newspapers of New England, Inc., since 1982. He
also serves as a Director, Managing General
Partner, Trustee and/or Officer of eighty-four
investment companies advised or administered by
EVM or BMR.
SAMUEL L. HAYES, III Dr. Hayes is the Jacob H. Schiff Professor of
Age: 60; has been a Investment Banking at Harvard Graduate School of
Managing General Business Administration. He also serves as a
Partner since 1989. Director, Managing General Partner, Trustee and/or
Officer of eighty-seven investment companies
advised or administered by EVM or BMR.
NORTON H. REAMER President and a Director of United Asset
Age: 59; has been a Management Corporation, Director, Chairman and
Managing General President of The Regis Fund, Inc., an open-end
Partner since 1989. mutual fund. He also serves as a Director,
Managing General Partner, Trustee and/or Officer
of eighty-four investment companies advised or
administered by EVM or BMR.
JOHN L. THORNDIKE Director of Fiduciary Company Incorporated in
Age: 68; has been a Boston, Massachusetts; a Trustee of the Boston
Managing General Symphony Orchestra. He also serves as a Director,
Partner since 1978. Managing General Partner, Trustee and/or Officer
of eighty-five investment companies advised or
administered by EVM or BMR.
JACK L. TREYNOR An investment adviser and consultant. Associate
Age: 65; has been a Professor of Finance, Loyola-Marymount University,
Managing General Los Angeles, California (until May 1989). Mr.
Partner since 1978. Treynor is also a member of the Advisory Board of
the Institute for Quantitative Research in
Finance. He also serves as a Director, Managing
General Partner, Trustee and/or Officer of
seventy-four investment companies advised or
administered by EVM or BMR.
NON-MANAGING GENERAL PARTNER
EATON VANCE MANAGEMENT ("EVM") has been the Non-Managing General Partner of
the Fund since its inception in 1975. Its principal business is acting as
investment adviser to investment companies and various institutional and
individual clients. See "Certain Information Regarding the Investment Adviser
and Officers of the Fund." EVM acts as the Fund's investment adviser and engages
in the other activities described in this proxy statement.
In connection with the current requirement of the Internal Revenue Service
that General Partners at all times maintain in the aggregate an interest in each
material item of Fund income, gain, loss, deduction and credit equal to at least
1% of each such item, EVM has undertaken that at all times while serving as a
Non-Managing General Partner or investment adviser to the Fund it will own 1% of
the outstanding shares of the Fund and will not withdraw as Non-Managing General
Partner or investment adviser except on two years' notice. In the event the Fund
terminates its investment advisory agreement with EVM, EVM will remain as a
Non-Managing General Partner and continue to own 1% of the outstanding shares
for one year or until a successor General Partner is appointed, whichever is
earlier.
As at February 23, 1995, the Managing General Partners and officers of the
Fund, as a group, directly and indirectly beneficially owned in the aggregate
547.335 shares (or 0.077% of the shares of the Fund then outstanding), and the
Non-Managing General Partner, EVM, beneficially owned 9,156.518 shares (1.293%
of the shares then outstanding).
Messrs. Thorndike (Chairman), Hayes and Reamer are members of the Special
Committee of the Managing General Partners. The Special Committee's functions
include a continuous review of the Fund's investment advisory agreement with the
investment adviser, making recommendations to the Managing General Partners
regarding the compensation of those Managing General Partners who are not
members of the investment adviser's organization, and making recommendations to
the Managing General Partners regarding candidates to fill vacancies, as and
when they occur, in the ranks of those Managing General Partners who are not
"interested persons" of the Fund or the investment adviser. The Managing General
Partners will, when a vacancy exists or is anticipated, consider any nominee for
Managing General Partner of the Fund recommended by a shareholder if such
recommendation is submitted to the Managing General Partners in writing and
contains sufficient background information concerning the individual to enable a
proper judgment to be made as to such individual's qualifications.
Messrs. Treynor (Chairman) and Dwight are members of the Audit Committee of
the Managing General Partners. The Audit Committee's functions include making
recommendations to the Managing General Partners regarding the selection of the
independent public accountants, and reviewing with such accountants and the
Treasurer of the Fund matters relative to accounting and auditing practices and
procedures, accounting records, internal accounting controls, and the functions
performed by the custodian, transfer agent and dividend disbursing agent of the
Fund. The Managing General Partners do not have a nominating committee.
During the Fund's last fiscal year, the Managing General Partners held nine
meetings, the Special Committee held eleven meetings and the Audit Committee
held one meeting.
<TABLE>
The fees and expenses of those Managing General Partners of the Fund who are
not members of the Eaton Vance organization are paid by the Fund. During the
fiscal year ended December 31, 1994, the Managing General Partners of the Fund
earned the following compensation in their capacities as Managing General
Partners of the Fund and Trustees or Directors of the other funds in the Eaton
Vance Fund Complex<F1>:
<CAPTION>
AGGREGATE RETIRMENT
COMPENSATION BENEFIT ACCRUED TOTAL COMPENSATION
NAME FROM FUND FROM FUND COMPLEX FROM FUND COMPLEX
---- ------------ ----------------- -----------------
<S> <C> <C> <C>
Donald R. Dwight $2,092<F2> $8,750 $135,000
Samuel L. Hayes, III 2,120<F3> 8,865 142,500
Norton H. Reamer 2,111 --0-- 135,000
John L. Thorndike 2,197 --0-- 140,000
Jack L. Treynor 2,176 --0-- 140,000
<FN>
- ---------
<F1> The Eaton Vance Fund Complex consists of 201 registered investment
companies or series thereof.
<F2> Includes $172 of deferred compensation.
<F3> Includes $175 of deferred compensation.
</TABLE>
Managing General Partners of the Fund that are not affiliated with the
Investment Adviser may elect to defer receipt of all or a percentage of their
annual fees in accordance with the terms of a Deferred Compensation Plan (the
"Plan"). Under the Plan, an eligible Managing General Partner may elect to have
his deferred fees invested by the Fund in the shares of one or more funds in the
Eaton Vance Family of Funds, and the amount paid to the Managing General
Partners under the Plan will be determined based upon the performance of such
investments. Deferral of Managing General Partners' fees in accordance with the
Plan will have a negligible effect on the Fund's assets, liabilities, and net
income per share, and will not obligate the Fund to retain the services of any
Managing General Partner or obligate the Fund to pay any particular level of
compensation to the Managing General Partner.
It is the present intention that the enclosed proxy will, unless authority
to vote for election of one or more General Partners is specifically withheld by
executing the proxy in the manner stated thereon, be used for the purpose of
voting to fix the number of Managing General Partners at six and to elect
Messrs. Clay, Dwight, Hayes, Reamer, Thorndike and Treynor as Managing General
Partners and to fix the number of Non-Managing General Partners at one and to
elect Eaton Vance Management, Inc. as Non-Managing General Partner. It is not
expected that any of the persons referred to above will decline or become
unavailable for election, but in case this should happen, the discretionary
power given in the proxy may be used to vote for a substitute nominee or
nominees.
2. RATIFICATION OF SELECTION OF ACCOUNTANTS
A majority of the Managing General Partners who are not interested persons
of the Fund have selected Deloitte & Touche LLP, 125 Summer Street, Boston,
Massachusetts 02110, as independent certified public accountants to sign or
certify any financial statements which may be filed by the Fund with the
Securities and Exchange Commission in respect of all or any part of the fiscal
year ending December 31, 1995, the employment of such accountants being
expressly conditioned upon the right of the Fund, by vote of a majority of the
outstanding shares of the Fund at any meeting called for the purpose, to
terminate such employment forthwith without any penalty. Such selection was made
pursuant to provisions of Section 32(a) of the Investment Company Act of 1940,
and is subject to ratification or rejection by the Partners at this meeting. The
Fund is informed that no member of Deloitte & Touche LLP has any direct or
material indirect interest in the Fund.
The Fund's independent certified public accountants provide customary
professional services in connection with audit functions for a management
investment company such as the Fund, including services leading to the
expression of opinions on the financial statements included in the annual report
to shareholders, opinions on financial statements and other data included in the
Fund's annual report to the Securities and Exchange Commission, opinions on
financial statements included in amendments to the Fund's registration
statement, and preparation of the Fund's federal and state tax returns. The
nature and scope of the professional services of the accountants have been
approved by the Audit Committee of the Managing General Partners, which has
considered the possible effect thereof on the independence of the accountants.
It is the intention of the attorneys named in the enclosed proxy, unless the
Partner specifies otherwise, to vote such proxy for the ratification of the
selection of Deloitte & Touche LLP referred to above, as the independent
certified public accountants of the Fund for the foregoing purpose.
Representatives of Deloitte & Touche LLP are not expected to be present at
the meeting but have been given the opportunity to make a statement if they
desire to do so and will be available should any matter arise requiring their
presence.
It is intended that proxies not limited to the contrary will be voted in
favor of ratifying the selection of Deloitte & Touche LLP, as the independent
certified public accountants to be employed by the Fund to sign or certify
financial statements required to be signed or certified by independent public
accountants and filed with the Securities and Exchange Commission in respect of
all or part of the fiscal year ending December 31, 1995.
CERTAIN INFORMATION REGARDING THE INVESTMENT ADVISER
AND OFFICERS OF THE FUND
Since its inception the Fund has employed Eaton Vance Management ("EVM") and
its predecessors, as its investment adviser to manage the investments of the
Fund and administer its affairs, subject to the supervision of the Managing
General Partners. In this capacity EVM has managed the Fund and administered its
affairs, subject to the direction of the Managing General Partners. Boston
Management and Research ("BMR") is a wholly-owned subsidiary of EVM. EVM owns
all of the issued and outstanding shares of BMR. EVM or BMR acts as investment
adviser to investment companies and various institutional and individual clients
with combined assets under management of approximately $15 billion. EVM is a
wholly-owned subsidiary of Eaton Vance Corp. ("EVC"), a holding company which
through subsidiaries and affiliates is engaged in investment management and
marketing activities, fiduciary and banking services, real estate investment,
consulting and management, oil and gas operations and development of precious
metals properties. EVC owns all the outstanding stock of EVM and of EVM's and
BMR's trustee, Eaton Vance, Inc. ("EV"), which is a wholly-owned subsidiary of
EVC.
EVM and EV are both wholly-owned subsidiaries of EVC. BMR is a wholly-owned
subsidiary of EVM. EVM and BMR are both Massachusetts business trusts, and EV is
the trustee of EVM and BMR. The Directors of EV are Landon T. Clay, H. Day
Brigham, Jr., M. Dozier Gardner, James B. Hawkes and Benjamin A. Rowland, Jr.
The Directors of EVC consist of the same persons and John G. L. Cabot and Ralph
Z. Sorenson. Mr. Clay is chairman and Mr. Gardner is president and chief
executive officer of EVC, EVM, BMR and of EV. Mr. Clay is chairman and a
Managing General Partner of the Fund and a nominee for re-election, is also an
officer of EVC, EVM, BMR and EV and a stockholder of EVC. All of the issued and
outstanding shares of EVM and of EV stock are owned by EVC. All of the issued
and outstanding shares of BMR are owned by EVM. All shares of the outstanding
Voting Common Stock of EVC are deposited in a Voting Trust which expires on
December 31, 1996, the Voting Trustees of which are Messrs. Clay, Brigham,
Gardner, Hawkes and Rowland. The Voting Trustees have unrestricted voting rights
for the election of Directors of EVC. All of the outstanding voting trust
receipts issued under said Voting Trust are owned by certain of the officers of
EVM who are also officers and Directors of EVC and EV. As of January 31, 1995,
Messrs. Clay, Hawkes and Gardner each owned 24% of such voting trust receipts
and Messrs. Rowland and Brigham owned 15% and 13%, respectively, of such voting
trust receipts. The address of EVC, EVM, BMR, EV and of their Directors or
Trustees is 24 Federal Street, Boston, Massachusetts 02110.
As at January 31, 1995 there were 9,173,721 shares of Non-Voting Common
Stock of EVC outstanding 19,360 shares of which was held by EVM. As at such
date, Landon T. Clay owned 1,779,292 shares (or 19.39%) of such Non-Voting
Common Stock of EVC then outstanding, and M. Dozier Gardner owned 240,759 shares
(or 2.62%) of such Non-Voting Common Stock. EVC has issued outstanding options
to the following individuals covering the number of shares of EVC Non- Voting
Common Stock set forth after their names: Landon T. Clay (19,000); M. Dozier
Gardner (52,500); Benjamin A. Rowland, Jr. (31,000); and James B.
Hawkes (130,144).
In addition to Mr. Clay, the other officers of the Fund with their ages
indicated in parenthesis are as follows: James L. O'Connor, (49), Treasurer
since 1989; Thomas Otis (63), Secretary since 1976; Janet E. Sanders (59),
Assistant Treasurer and Assistant Secretary since February 26, 1990 and James F.
Alban (33), Assistant Treasurer since December 16, 1991. Mr. O'Connor and Ms.
Sanders are Vice Presidents of EV, EVM and BMR, and are stockholders of EVC. Mr.
Alban is an Assistant Vice President of EVM, BMR and EV and a stockholder of
EVC. Mr. Otis is a Vice President of EVC, EV, EVM and BMR and a stockholder of
EVC. All officers of the Fund have been employed by EVM or its predecessors for
more than five years except Mr. Alban, Assistant Vice President of EVM and EV
since January 17, 1992 and BMR since inception and an employee of EVM since
September 23, 1991; he was a Tax Consultant and Audit Senior with Deloitte &
Touche LLP from 1987 to 1991. Thomas E. Faust, Jr., a member of the Investment
Department, acts as the Fund's portfolio manager and as such considers and
reviews portfolio investments for the Fund with the assistance of the Investment
Department of EVM. Because of their positions with EVC, EVM, BMR and EV or their
ownership of stock (or options thereon) of EVC, Mr. Clay (a Managing General
Partner of the Fund and a nominee for re-election), as well as the other
officers of the Fund, will benefit from the advisory fees paid by the Fund to
EVM.
EVC and its affiliates and their officers and employees from time to time
have transactions with various banks, including the Fund's custodian, Investors
Bank & Trust Company ("IBT"). It is EVM's opinion that the terms and conditions
of such transactions were not and will not be influenced by existing or
potential custodial or other relationships between the Fund and such bank.
EVM owns all of the stock of Energex Corporation, which is engaged in oil
and gas operations. EVC owns all of the stock of Marblehead Energy Corp. (which
engages in oil and gas operations) and 77.3% of the stock of IBT, the Fund's
custodian, which also provides custody, bookkeeping and valuation services to
the Fund. IBT also provides custodial, trustee and other fiduciary services to
investors, including individuals, employee benefit plans, corporations, savings
banks, investment companies and other institutions.In addition, EVM owns all the
stock of Northeast Properties, Inc. which is engaged in real estate investment,
consulting and management. EVC owns all the stock of Fulcrum Management, Inc.
and MinVen, Inc., which are engaged in the development of precious metal
properties.EVC, EVM, BMR and EV may also enter into other businesses.
NOTICE TO BANKS AND BROKER/DEALERS
The Fund has previously solicited all Nominee and Broker/Dealer accounts as
to the number of additional Proxy Statements and Annual Reports required to
supply owners of shares. Should additional proxy material be required for
beneficial owners, please forward such requests to: The Shareholder Services
Group, Inc., Eaton Vance Group of Funds, Proxy Department, P.O. Box 9122,
Hingham, MA 02043-9717.
ADDITIONAL INFORMATION
Date for Limited Partner Proposals: Any proposal intended to be presented by
a Limited Partner at the Fund's next annual meeting must be received by the Fund
at its Boston office at 24 Federal Street, Boston, Massachusetts 02110 for
inclusion in the Fund's proxy statement and form of proxy relating to that
meeting by no later than October 31, 1994.
The expense of preparing, printing and mailing this proxy statement and
enclosures and the cost of soliciting proxies on behalf of the Managing General
Partners of the Fund will be borne by the Fund. Proxies will be solicited by
mail and may be solicited in person or by telephone or telegraph by the Managing
General Partners and officers of the Fund, by personnel of its investment
adviser, Eaton Vance Management, by the transfer agent, The Shareholder Services
Group, Inc., by broker-dealer firms, or by a professional solicitation
organization. The expenses connected with the solicitation of these proxies and
with any further proxies which may be solicited by the Fund's Managing General
Partners and officers, by the adviser's personnel, by the transfer agent, The
Shareholder Services Group, Inc., by broker-dealer firms or by a professional
solicitation organization in person, by telephone or by telegraph will be borne
by the Fund. The Fund will reimburse banks, broker-dealer firms, and other
persons holding the Fund's shares registered in their names or in the names of
their nominees, for their expenses incurred in sending proxy material to and
obtaining proxies from the beneficial owners of such shares.
All proxy cards solicited by the Managing General Partners that are properly
executed and received by the Secretary prior to the meeting, and which are not
revoked, will be voted at the meeting. Shares represented by such proxies will
be voted in accordance with the instructions thereon. If no specification is
made on the proxy card, it will be voted for the matters specified on the proxy
card. All proxies not voted, will not be counted toward establishing a quorum.
Broker non-votes will be counted toward establishing a quorum and for
determining whether sufficient votes have been received for approval of the
Proposal to be acted upon. Shareholders should note that while vote to abstain
will count toward establishing a quorum, passage of any Proposal being
considered at the meeting will occur only if a sufficient number of votes are
cast for the Proposal. Accordingly, votes to abstain, broker non-votes and votes
against will have the same effect in determining whether a Proposal is approved.
In the event that sufficient votes in favor of any proposal set forth in the
Notice of this meeting are not received by the time scheduled for the meeting,
the Managing General Partners may adjourn the meeting from time to time to
permit further solicitation of proxies. The costs of any such additional
solicitation and of any adjourned session will be borne by the Fund. A vote of
the Partners may be taken on one or more of the proposals in this proxy
statement prior to any such adjournment if sufficient votes have been received
and it is otherwise appropriate.
A copy of the Fund's annual report to shareholders may be obtained without
charge by contacting the Fund at 24 Federal Street, Boston, MA 02110 (800-225-
6265).
VANCE, SANDERS EXCHANGE FUND
(A California Limited Partnership)
March 2, 1995
<PAGE>
VANCE, SANDERS EXCHANGE FUND THIS PROXY IS SOLICITED ON BEHALF OF
(A CALIFORNIA LIMITED PARTNERSHIP) THE MANAGING GENERAL PARTNERS
PROXY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, revoking previous proxies
for such shares, hereby appoints H. Day Brigham, Jr., Landon T. Clay and Thomas
Otis, or any one of them, attorneys of the undersigned with full power of
substitution, to vote all shares of Vance, Sanders Exchange Fund, (A California
Limited Partnership) which the undersigned is entitled to vote at the Annual
Meeting of the Partners of said Fund to be held April 5, 1995 at the Boston
office of the Fund, 24 Federal Street, Boston, Massachusetts 02110, at 11:30
A.M. (Boston time), and at any and all adjournments thereof. Receipt of the
Notice of and Proxy Statement for said Meeting is acknowledged.
The shares represented by this proxy will be voted on the following matters as
specified below and on the reverse side by the undersigned. If no specification
is made, this proxy will be voted in favor of all such matters. Note: This proxy
must be returned in order for your shares to be voted.
1. To fix the number of General Partners, and to elect General Partners.
[ ] FOR the following nominees, except
those whose names are inserted on the line below:
Managing General Partners: L.T. Clay, D.R. Dwight, S.L. Hayes, III,
N.H. Reamer, J.L. Thorndike and J.L. Treynor.
Non-Managing General Partner: Eaton Vance Management
________________________________________________________________________________
[ ] WITHHOLD AUTHORITY to vote for any of the nominees.
(OVER)
016
<PAGE>
(CONTINUED FROM OTHER SIDE)
This proxy will be voted on the following matter as specified below by the
undersigned, or in favor thereof if no specification is made.
2. To ratify the selection of Deloitte & Touche LLP as independent public
accountants of the Fund. FOR [ ] AGAINST [ ] ABSTAIN [ ]
As to any other matter upon which the Limited Partners are permitted to vote, or
if any of the nominees named in the Proxy Statement are not available for
election, said attorneys shall vote in accordance with their judgment.
THE MANAGING GENERAL PARTNERS RECOMMEND A
VOTE IN FAVOR OF ALL MATTERS.
--------
_________________________________________
_________________________________________
Please sign exactly as your name or names
appear at left.
Dated:_____________________________, 1995
016
