<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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 Rule 14a-11(c) or Rule 14a-12
Vance, Sanders Exchange Fund
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(l)(ii), 14a-6(i)(1), 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:
[ ] 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:
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined
<PAGE>
VANCE, SANDERS EXCHANGE FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
24 FEDERAL STREET, BOSTON, MASS. 02110
NOTICE OF SPECIAL MEETING IN LIEU OF THE ANNUAL MEETING OF THE PARTNERS
TO BE HELD MAY 3, 1996
A Special Meeting in lieu of 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 Friday, May 3, 1996 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, 1996.
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 March 20, 1996 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 29, 1996
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 29, 1996
PROXY STATEMENT
FOR A SPECIAL MEETING IN LIEU OF THE ANNUAL MEETING OF THE PARTNERS
A proxy is enclosed with the foregoing Notice of a Special Meeting in lieu
of the Annual Meeting of the Partners of Vance, Sanders Exchange Fund (A
California Limited Partnership) (the "Fund") to be held May 3, 1996, 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, First Data Investor Services Group,
BOS725, P.O. Box 1559, Boston, 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 29, 1996.
The Managing General Partners have fixed the close of business March 20,
1996 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 March 20,
1996, there were 678,145.613 shares of the Fund outstanding. As of March 20,
1996, Kathleen L. McCarthy & J. Thomas McCarthy, Trustees of the McCarthy
Revocable Trust u/a dtd. 4/7/95, Los Angeles, CA were the record holders and
beneficial owners of 39,200.000 (5.8%) 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 Managing General Partners and Officers of
the Fund, as a group, owned beneficially less than 1% of the outstanding shares
of the Fund.
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 Fund's investment adviser is Eaton Vance Management ("EVM") located at
24 Federal Street, Boston, MA 02110. The Fund's shares are distributed by EVM's
wholly-owned subsidiary, Eaton Vance Distributors, Inc.
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 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").
MANAGING GENERAL PARTNERS
<TABLE>
<CAPTION>
NAME AND PRINCIPAL OCCUPATIONS OVER
OTHER INFORMATION PAST FIVE YEARS
----------------- --------------------------
<C> <S>
*LANDON T. CLAY Chairman of the Managing General Partners. Chairman of the Board of EVC, EV,
Age: 70; has been a Managing General EVM, BMR and Director of EVC and EV. He also serves as a Director, Managing
Partner since its inception in 1975. General Partner, Trustee and/or Officer of eleven investment companies advised
or administered by EVM or BMR.
DONALD R. DWIGHT Mr. Dwight is President of Dwight Partners, Inc. (a corporate relations and
Age: 64; has been a Managing General communications company) founded in 1988. He also serves as a Director, Managing
Partner since 1989. General Partner, Trustee and/or Officer of seventy-two investment companies
advised or administered by EVM or BMR.
SAMUEL L. HAYES, III Dr. Hayes is the Jacob H. Schiff Professor of Investment Banking at Harvard
Age: 61; has been a Managing General University Graduate School of Business Administration. He also serves as a
Partner since 1989. Director, Managing General Partner, Trustee and/or Officer of seventy-five
investment companies advised or administered by EVM or BMR.
NORTON H. REAMER President and a Director of United Asset Management Corporation, Director,
Age: 60; has been a Managing General Chairman and President of UAM Funds (mutual funds). He also serves as a
Partner since 1989. Director, Managing General Partner, Trustee and/or Officer of seventy-two
investment companies advised or administered by EVM or BMR.
JOHN L. THORNDIKE Director of Fiduciary Company Incorporated in Boston, Massachusetts; a Trustee
Age: 69; has been a Managing General of the Boston Symphony Orchestra. He also serves as a Director, Managing General
Partner since 1985. Partner, Trustee and/or Officer of seventy-three investment companies advised or
administered by EVM or BMR.
JACK L. TREYNOR An investment adviser and consultant. Associate Professor of Finance, Loyola-
Age: 66; has been a Managing General Marymount University, Los Angeles, California (until May 1989). Mr. Treynor is
Partner since 1978. 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 invesment companies advised or administered by EVM or BMR.
</TABLE>
NON-MANAGING GENERAL PARTNER
EATON VANCE MANAGEMENT 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 March 20, 1996, the Managing General Partners and officers of the
Fund, as a group, directly and indirectly beneficially owned in the aggregate
547.335 shares (or 0.080% of the shares of the Fund then outstanding), and the
Non-Managing General Partner, EVM, beneficially owned 9,260.517 shares (1.365%
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 eight
meetings, the Special Committee held three meetings and the Audit Committee held
one meeting.
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, 1995, 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(1):
AGGREGATE TOTAL COMPENSATION
COMPENSATION FROM FUND
NAME FROM FUND AND FUND COMPLEX
---- ------------ ----------------
Donald R. Dwight $2,267(2) $135,000(4)
Samuel L. Hayes, III 2,287(3) 150,000(5)
Norton H. Reamer 2,292 135,000
John L. Thorndike 2,387 140,000
Jack L. Treynor 2,381 140,000
- ----------
(1) The Eaton Vance fund complex consists of 219 registered investment
companies or series thereof.
(2) Includes $763 of deferred compensation.
(3) Includes $1,115 of deferred compensation.
(4) Includes $35,000 of deferred compensation.
(5) Includes $33,750 of deferred compensation.
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, 1996, 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, 1996.
CERTAIN INFORMATION REGARDING THE INVESTMENT ADVISER
AND OFFICERS OF THE FUND
Since its inception the Fund has employed 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. BMR is a wholly-owned subsidiary of
EVM. EVM and BMR are both Massachusetts business trusts. EVM or BMR acts as
investment adviser to investment companies and various institutional and
individual clients with combined assets under management of over $16 billion.
EVM is a wholly-owned subsidiary of Eaton Vance Corp. ("EVC"), a publicly held
holding company which through its subsidiaries and affiliates, engages primarily
in investment management and marketing activities. EVC owns all the outstanding
stock of EVM and of EVM's and BMR's trustee, EV.
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 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 February 29, 1996, 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 February 29, 1996 there were 9,430,100 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 1,800,058 shares (or 19.08%) of such Non-Voting
Common Stock of EVC then outstanding, and M. Dozier Gardner owned 280,787 shares
(or 2.97%) 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: M. Dozier Gardner (32,017); Benjamin
A. Rowland, Jr. (25,373); and James B. Hawkes (148,946).
In addition to Mr. Clay, the other officers of the Fund with their ages
indicated in parenthesis are as follows: Thomas E. Faust, Jr. (37), Vice
President since June 19, 1995; James L. O'Connor, (50), Treasurer since 1989;
Thomas Otis (64), Secretary since 1976; Janet E. Sanders (60), Assistant
Treasurer and Assistant Secretary since February 26, 1990; M. Katherine Kreider
(35), Assistant Treasurer since February 21, 1996; A. John Murphy (33),
Assistant Secretary since March 27, 1995 and Eric G. Woodbury (38), Assistant
Secretary since June 19, 1995. Messrs. Faust, O'Connor, Woodbury and Ms. Sanders
are Vice Presidents of EV, EVM and BMR, and are stockholders of EVC. Ms. Kreider
and Mr. Murphy are Assistant Vice Presidents of EVM, BMR and EV. 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 Ms. Kreider, Assistant Vice President of EVM, BMR and EV since February
5, 1996 and an employee of EVM since February 5, 1996 was a Senior Audit Manager
and Audit Manager-Financial Services Industry Practice with Deloitte & Touche
LLP from 1987-1996; Mr. Murphy, Assistant Vice President of EVM, BMR and EV
since March 1, 1994 and an employee of EVM since March 1993, was State
Regulations Supervisor, The Boston Company from 1991- 1993 and Registration
Specialist, Fidelity Management & Research Co., from 1986-1991; and Mr.
Woodbury, Vice President of EVM since February 1993, was an associate attorney
at Dechert, Price & Rhoades and Gaston & Snow prior thereto. Mr. Faust, 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.
EVC owns all of the stock of Energex Energy Corporation, which is engaged in
oil and gas exploration and development. In addition, EVM owns all the stock of
Northeast Properties, Inc. which is engaged in real estate investment. EVC owns
all the stock of Fulcrum Management, Inc. and MinVen, Inc., which are engaged in
precious metal mining venture investment and management. EVC also owns 24% of
the Class A shares of Lloyd George Management (B.V.I.) Limited, a registered
investment adviser. 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: Eaton Vance Shareholder
Services, 24 Federal Street, Boston, MA 02110, or call 1-800-225-6265.
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, 1996.
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, First Data Investor
Services Group, 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, First
Data Investor Services Group, 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 votes 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 29, 1996
<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 Special
Meeting in lieu of the Annual Meeting of the Partners of said Fund to be held
May 3, 1996 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 matters as specified
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.
THE MANAGING GENERAL PARTNERS RECOMMEND A
VOTE IN FAVOR OF ALL MATTERS.
-----
Dated: , 1996
----------------------------
---------------------------------------
---------------------------------------
Please sign exactly as your name or names
appear at left.
(OVER)
<TABLE>
<S> <C> <C>
Please vote by filling in the appropriate box below, as shown,
using blue or black ink or dark pencil. Do not use red ink.
FOR the following WITHOUT
nominees, except those AUTHORITY
1. To fix the number of General Partners, and to elect General Partners whose names are inserted to vote for any
on the line below. of the nominees.
------- --------
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
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
FOR AGAINST ABSTAIN
2. To ratify the selection of Deloitte & Touche LLP as independent ------- --------- --------
public accountants of the Fund.
------- --------- --------
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.
</TABLE>
