<PAGE>
As filed with the Securities and Exchange Commission on April 29, 1996
1940 Act File No. 811-2589
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM N-lA
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 18 X
VANCE SANDERS EXCHANGE FUND
(A California Limited Partnership)
24 Federal Street, Boston, Massachusetts 02110
(Address of Principal Executive Offices)
617-482-8260
(Registrant's Telephone Number including Area Code)
THOMAS OTIS, Secretary
24 Federal Street, Boston, Massachusetts 02110
(Name and address of agent for service)
<PAGE>
PART A
INFORMATION REQUIRED IN A PROSPECTUS
Responses to Items 1, 2, 3 and 5A have been omitted pursuant to
Paragraph 4 of Instruction F of the General Instructions to Form N-1A.
Item 4. General Description of Registrant
No change from the information set forth in Item 4 of Form N-lA, filed
as Amendment No. 7 to the Registration Statement under the Investment Company
Act of 1940 (the "1940 Act"), File No. 811-2589, which information is
incorporated herein by reference.
Item 5. Management of the Fund
(a) The investment adviser manages the Registrant and administers its
affairs on a day-to-day basis subject to the direction of, and overall control
by, the Managing General Partners of the Registrant.
(b) (i) Eaton Vance Management ("Eaton Vance")
24 Federal Street
Boston, Massachusetts 02110
Eaton Vance, its affiliates and its predecessors have more than 60
years experience in the investment management field and Eaton Vance or its
affiliates currently acts as investment adviser and/or provides administrative
and management services to investment companies and various individual and
institutional clients with combined assets under management of over $16 billion.
Eaton Vance 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, administration and marketing
activities.
(ii) Pursuant to the Amended Management Agreement, Eaton Vance
provides investment advisory and administrative services and is responsible for
overall management of Registrant's business affairs subject to the direction of
and control by the Managing General Partners.
(iii) The Registrant pays the adviser a monthly fee of .05 of 1%
(equivalent to 1/12 of an annual rate of 0.6 of 1%) of the average monthly net
assets of the Registrant determined throughout the month. The fee for the fiscal
year ended December 31, 1995 was $1,266,428 (equivalent to 0.6% of 1% of the
Registrant's average monthly net assets for such year).
(c) Thomas E. Faust, Jr. has acted as the Registrant's portfolio
manager since 1993. Mr. Faust is a Vice President of Eaton Vance.
(d) Not applicable.
(e) The transfer and dividend disbursing agent is First Data Investor
Services Group, BOS725, P.O. Box 1559, Boston, Massachusetts 02104.
(f) The Registrant's ratio of expenses to average net assets for the
fiscal year ended December 31, 1995 was 0.70%.
(g) Not applicable.
Item 5A. Management's Discussion of Fund Performance
(a) Not applicable
(b) Not applicable
Item 6. Capital Stock and Other Securities
No change from the information set forth in Item 6 of Form N-1A, filed
as Amendment No. 7 to the Registration Statement under the 1940 Act, File No.
811-2589, which information is incorporated herein by reference.
Item 7. Purchase of Securities Being Offered
Inapplicable. Registrant has not offered its shares for sale subsequent
to its initial public offering in 1976.
Item 8. Redemption or Repurchase of Registrant's Shares
A shareholder may redeem fund shares by delivering to First Data
Investor Services Group, BOS725, P.O. Box 1559, Boston, MA 02104, during its
business hours a written request for redemption in good order plus any share
certificates, or stock powers if no certificates have been issued. Redemption
will be made at the net asset value next computed after such delivery. Good
order means that all relevant documents must be endorsed by the record owner(s)
exactly as the shares are registered and the signature(s) must be guaranteed by
a member of either the Securities Transfer Association's STAMP program or the
New York Stock Exchange's Medallion Signature Program, or certain banks, savings
and loan institutions, credit unions, securities dealers, securities exchanges,
clearing agencies and registered securities associations as required by a
regulation of the Securities and Exchange Commission (the "Commission") and
acceptable to First Data Investor Services Group. In addition, in some cases,
good order may require the furnishing of additional documentation, such as where
shares are registered in the name of a corporation, partnership or fiduciary.
Payments will be made within seven days of the receipt of the aforementioned
documents.
In addition to the redemption of shares in the manner described above,
the Registrant, for the convenience of its shareholders, has authorized Eaton
Vance to act as its agent in the repurchase of shares. Eaton Vance will normally
accept orders to repurchase shares by wire or telephone from investment dealers
for their customers at the net asset value next computed after receipt of the
order by the dealer if such order is received by Eaton Vance prior to its close
of business that day. It is the dealer's responsibility to promptly transmit the
repurchase order to Eaton Vance. These repurchase arrangements do not involve a
charge to the shareholder by either the Registrant of its agent; however,
investment dealers may make a charge to the shareholder. Payment will be made
within seven days of the receipt of an order to repurchase provided that the
certificates, or a stock power if no certificates have been issued, have been
delivered to First Data Investor Services Group in good order as described
above.
The Registrant reserves the right to pay the redemption or repurchase
price in whole or in part by a distribution of portfolio securities in lieu of
cash if, in the opinion of management, it seems advisable to do so; normally,
when the redemption or repurchase price equals or exceeds $2,500 portfolio
securities will be used by the Registrant. Any portfolio securities so
distributed will be valued at the figure at which they were appraised in
computing the net asset value of Registrant's shares. If the portfolio
securities so distributed are sold by the redeeming shareholder he or she will
incur brokerage commissions or other transaction costs in connection with such
sale.
The net asset value is determined by Investors Bank & Trust
Company ("IBT") (as agent for the Registrant) in the manner authorized by the
Managing General Partners of the Registrant.
Briefly, this determination is made as of the close of trading (normally at 4:00
P.M. New York time) on the New York Stock Exchange (the "Exchange") each
business day on which the Exchange is open for trading, and is accomplished by
dividing the number of outstanding shares of the Registrant into its net worth
(the excess of its assets over its liabilities). Investments listed on
securities exchanges or in the NASDAQ National Market are valued at closing sale
prices. Listed or unlisted investments for which closing sale prices are not
available are valued at closing bid prices. Short-term obligations, maturing in
60 days or less, are valued at amortized cost, which approximates value.
Item 9. Pending Legal Proceedings
Not applicable
<PAGE>
PART B
INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
Item 10. Cover Page
Inapplicable
Item 11. Table of Contents
Inapplicable
Item 12. General Information and History
Inapplicable
Item 13. Investment Objectives and Policies
(a) The responses to Item 4 hereof are incorporated herein by
reference.
(b) No change from the information set forth in Item 13(b) of Form
N-1A, filed as Post-Effective Amendment No. 7 to the Registration Statement
under the 1940 Act, File No. 811-2589 and incorporated herewith by reference.
(c) Not applicable
(d) The Registrant has not had a significant variation in the portfolio
turnover rate for the past two years and does not anticipate there will be any
significant variation in the future.
Item 14. Management of the Fund
(a) and (b)
The Registrant's Managing General Partners and officers are listed
below. Except as indicated, each individual has held the office shown or other
offices in the same company for the last five years. Unless otherwise noted, the
business address of each Managing General Partner and officer is 24 Federal
Street, Boston, Massachusetts 02110, which is also the address of the
Registrant's investment adviser, Eaton Vance; Eaton Vance's wholly-owned
subsidiary, Boston Management and Research ("BMR"); Eaton Vance's parent, Eaton
Vance Corp. ("EVC"); and of Eaton Vance's and BMR's trustee, Eaton Vance, Inc.
("EV"). Eaton Vance and EV are both wholly-owned subsidiaries of EVC. Those
Managing General Partners who are "interested persons" of the Registrant, Eaton
Vance, BMR, EVC or EV as defined in the 1940 Act, by virtue of their affiliation
with or stockholdings of any one or more of, the Registrant, Eaton Vance, BMR,
EVC or EV, are indicated by an asterisk (*).
<TABLE>
<CAPTION>
(1) (2) (3)
Position Held Principal Occupations
Name and Address with Registrant during Past 5 Years
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<S> <C> <C>
Landon T. Clay (70)* Chairman of the Chairman of the Board and
Managing General Director of EVC and EV;
Partners Chairman, Eaton Vance and BMR
Donald R. Dwight (65) Managing General President, Dwight Partners,
15 Clover Mill Lane Partner Inc. (since 1988) (a corporate
Lyme, New Hampshire relations and communications
company); Chairman of the
Board of Newspapers of New
England, Inc. (since 1983)
Samuel L. Hayes, III (61) Managing General Jacob H. Schiff Professor
Harvard University Graduate School Partner of Investment Banking,
of Business Administration Harvard University Graduate
Soldiers Field Road School of Business Administration
Boston, Massachusetts
Norton H. Reamer (60) Managing General President and Director,
One International Place Partner United Asset Management
Boston, Massachusetts Corporation (a holding
company owning institutional
investment management firms);
Chairman, President and
Director, UAM Funds
(mutual funds)
John L. Thorndike (69) Managing General Director, Fiduciary
175 Federal Street Partner Company Incorporated
Boston, Massachusetts
Jack L. Treynor (66) Managing General Investment Adviser and
504 Via Almar Partner Consultant
Palos Verdes Estates,
California
Thomas E. Faust, Jr. (37) Vice President Vice President, Eaton Vance,
(since 6/19/95) BMR and EV
Thomas Otis (64) Secretary Vice President and Secretary,
EVC, Eaton Vance, BMR and EV
James L. O'Connor (51) Treasurer Vice President, Eaton Vance,
BMR and EV
Janet E. Sanders (60) Assistant Treasurer Vice President, Eaton Vance,
& Assistant Secretary BMR and EV
M. Katherine Kreider (35) Assistant Treasurer Assistant Vice President,
(since 2/21/96) Eaton Vance, BMR and EV
(since 2/5/96); employee
of Eaton Vance (since 2/5/96);
Senior Audit Manager and Audit
Manager - Financial Services
Industry Practice, Deloitte &
Touche LLP (1987 to 1996)
A. John Murphy (33) Assistant Clerk Assistant Vice President,
(since 3/27/95) Eaton Vance, BMR and EV
(since 3/1/94) employee of
Eaton Vance (since March, 1993);
State Regulations Supervisor,
The Boston Company (1991-
1993); Registration Specialist,
Fidelity Management & Research
Co. (1986-1991).
Eric G. Woodbury (38) Assistant Clerk Vice President of Eaton Vance,
(since 6/19/95) BMR and EV and employee of
Eaton Vance (since February, 1993);
formerly associate at
Dechert, Price & Rhoads and
Gaston Snow & Ely Bartlett.
</TABLE>
Messrs. Thorndike (Chairman), Hayes and Reamer are members of the
Special Committee of the Managing General Partners of the Registrant. The
purpose of the Special Committee is to consider, evaluate and make
recommendations to the Managing General Partners concerning (i) all contractual
arrangements with service providers to the Registrant, including administrative
services, transfer agency, custodial and fund accounting and distribution
services, and (ii) all other matters in which Eaton Vance or its affiliates has
any actual or potential conflict of interest with the Registrant or its
shareholders.
The Nominating Committee is comprised of four Managing General Partners
who are not "interested persons" as that term is defined under the Investment
Company Act of 1940 ("noninterested Managing General Partners"). The Committee
has four-year staggered terms, with one member rotating off the Committee to be
replaced by another noninterested Managing General Partner of the Registrant.
Messrs. Hayes (Chairman), Reamer, Thorndike and Treynor are currently serving on
the Committee. The purpose of the Committee is to recommend to the Managing
General Partners nominees for the position of noninterested Managing General
Partner and to assure that at least a majority of the Managing General Partners
is independent of Eaton Vance and its affiliates.
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 Registrant matters relative to trading and
brokerage policies and practices, 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
Registrant.
(c) The fees and expenses of those Managing General Partners of the
Registrant who are not members of the Eaton Vance organization (noninterested
Managing General Partners) are paid by the Registrant. (The Managing General
Partners of the Registrant who are members of the Eaton Vance organization
receive no compensation from the Registrant.) During the fiscal year ended
December 31, 1995, the noninterested Managing General Partners of the Registrant
earned the following compensation in their capacities as Managing General
Partners from the Registrant and the other funds in the Eaton Vance fund
complex(1):
Aggregate Total Compensation
Compensation from Registrant and
Name from Registrant 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 Registrant 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 Registrant 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 Registrant's assets, liabilities,
and net income per share, and will not obligate the Registrant to retain the
services of any Managing General Partner or obligate the Registrant to pay any
particular level of compensation to the Managing General Partner. The Registrant
does not have a retirement plan for its Managing General Partners.
Item 15. Control Persons and Principal Holders of Securities
(a) Not applicable
(b) To the knowledge of the Registrant no person, of record or
beneficially, owns more than 5% of its stock, except the following shareholder
who owned of record the number of shares (and percentage of outstanding shares)
indicated after her name as of March 31, 1996: Kathleen L. McCarthy, Los
Angeles, CA 90024 - 39,200 (5.81%).
(c) The Managing General Partners and officers as a group own less than
1% of the Registrant's securities.
Item 16. Investment Advisory and Other Services
(a)(i) and (ii)
Eaton Vance, its affiliates and its predecessors have more than 60
years experience in the investment management field, and Eaton Vance acts as
investment adviser to investment companies and various individual and
institutional clients with combined assets under management of over $16 billion.
Eaton Vance and EV are both wholly-owned subsidiaries of EVC. BMR is a
wholly-owned subsidiary of Eaton Vance. Eaton Vance and BMR are both
Massachusetts business trusts and EV is the trustee of Eaton Vance 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, Eaton
Vance, BMR and EV. All of the issued and outstanding shares of Eaton Vance and
of EV stock are owned by EVC. All of the issued and outstanding shares of BMR
are owned by Eaton Vance. All shares of the outstanding Voting Common Stock of
EVC are deposited in a Voting Trust which expires December 31, 1996, the Voting
Trustees of which are Messrs. Clay, Gardner, Hawkes, Rowland and Brigham. 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 Eaton Vance and BMR who are also
officers and Directors of EVC and EV. As of March 31, 1996, Messrs. Clay,
Gardner and Hawkes each owned 24% of such voting trust receipts and Messrs.
Rowland and Brigham owned 15% and 13%, respectively, of such voting trust
receipts. Messrs. Clay and Otis, who are officers or Managing General Partners
of the Registrant, are members of the EVC, Eaton Vance, BMR and EV
organizations. Messrs. Faust, Murphy, O'Connor, Woodbury and Ms. Sanders and Ms.
Kreider who are officers of the Registrant, are also members of the Eaton Vance,
BMR and EV organizations. See Item 14 above.
EVC owns all of the stock of Energex Energy Corporation, which is
engaged in oil and gas exploration and development. In addition, Eaton Vance
owns all the stock of Northeast Properties, Inc., which is engaged in real
estate investment. EVC also owns 24% of the Class A shares of Lloyd George
Management (B.V.I.) Limited, a registered investment adviser. EVC owns all of
the stock of Fulcrum Management, Inc. and MinVen, Inc. which are engaged in
precious metal mining venture investment and management. Eaton Vance
Distributors, Inc., a wholly-owned subsidiary of Eaton Vance, acts as principal
underwriter of the Eaton Vance funds and engages in other marketing activities.
EVC, Eaton Vance, BMR and EV may also enter into other businesses.
(iii) No change from the information set forth in Item 16(a)(iii) of
Form N-1A, filed as Amendment No. 10 to the Registration Statement under the
1940 Act, File No. 811-2589, which information is incorporated herein by
reference.
(A) The management fees paid by the Registrant for the fiscal
years ended December 31, 1995, 1994 and 1993 were $1,266,428, $1,096,383 and
$1,126,388, respectively.
(B) and (C) Not applicable
(b) No change from the information set forth in Item 16(b) of Form
N-1A, filed as Amendment No. 10 to the Registration Statement under the 1940
Act, File No. 811-2589, which information is incorporated herein by reference.
(c)(d)(e)(f) and (g) Not applicable
(h) and (i) Investors Bank & Trust Company ("IBT"), 89 South Street,
Boston, Massachusetts, has been the custodian of the Registrant since 1985. IBT
has custody of all cash and securities of the Registrant, maintains the
Registrant's general ledger and computes the daily per share net asset value. In
such capacity it attends to details in connection with the sale, exchange,
substitution, transfer or other dealings with the Registrant's investments,
receives and disburses all funds, and performs various other ministerial duties
upon receipt of proper instructions from the Registrant. IBT charges custodian
fees which are competitive within the industry. A portion of the fee relates to
custody, bookkeeping and valuation services and is based upon a percentage of
the Registrant's net assets and a portion of the fee relates to activity
charges, primarily the number of portfolio transactions. This fee is then
reduced by a credit for cash balances at the custodian equal to 75% of the
91-day U.S. Treasury Bill auction rate applied to the Registrant's average daily
collected balances for the week. Landon T. Clay, a Director of EVC and an
officer, Trustee or Director of other members of the Eaton Vance organization,
owns approximately 13% of the voting stock of Investors Financial Services
Corp., the holding company parent of IBT. In view of Mr. Clay's interest in IBT,
the Registrant is treated as a self-custodian pursuant to Rule 17f-2 under the
Investment Company Act of 1940, and the Registrant's investments held by IBT as
custodian are thus subject to the additional examinations by the Registrant's
independent certified public accountants as called for by such Rule.
Deloitte & Touche LLP, 125 Summer Street, Boston, Massachusetts are the
independent certified public accountants for the Registrant. As such they
provide customary professional services in connection with the audit function
for a management investment company, including services leading to the
expression of an opinion on the financial statements in the annual report to
shareholders and preparation of the Registrant's federal and state tax returns.
Item 17. Brokerage Allocation and Other Practices
Decisions concerning the execution of Fund portfolio security
transactions, including the selection of the market and the broker-dealer firm,
are made by Eaton Vance. Eaton Vance is also responsible for the execution of
transactions for all other accounts managed by it.
Eaton Vance places the portfolio security transactions of the
Registrant and of all other accounts managed by it for execution with many
broker-dealer firms. Eaton Vance uses its best efforts to obtain execution of
portfolio security transactions at prices which are advantageous to the
Registrant and (when a disclosed commission is being charged) at reasonably
competitive commission rates. In seeking such execution, Eaton Vance will use
its best judgment in evaluating the terms of a transaction, and will give
consideration to various relevant factors, including without limitation the size
and type of the transaction, the general execution and operational capabilities
of the broker-dealer, the nature and character of the market for the security,
the confidentiality, speed and certainty of effective execution required for the
transaction, the reputation, reliability, experience and financial condition of
the broker-dealer, the value and quality of services rendered by the
broker-dealer in other transactions, and the reasonableness of the commission,
if any. Transactions on United States stock exchanges and other agency
transactions involve the payment by the Registrant of negotiated brokerage
commissions. Such commissions vary among different broker-dealer firms, and a
particular broker-dealer may charge different commissions according to such
factors as the difficulty and size of the transaction and the volume of business
done with such broker-dealer. Transactions in foreign securities usually involve
the payment of fixed brokerage commissions, which are generally higher than
those in the United States. There is generally no stated commission in the case
of securities traded in the over-the-counter markets, but the price paid or
received by the Registrant usually includes an undisclosed dealer markup or
markdown. In an underwritten offering the price paid by the Registrant includes
a disclosed fixed commission or discount retained by the underwriter or dealer.
Although commissions paid on portfolio security transactions will, in the
judgment of Eaton Vance, be reasonable in relation to the value of the services
provided, commissions exceeding those which another firm might charge may be
paid to broker-dealers who were selected to execute transactions on behalf of
the Registrant and Eaton Vance's other clients for providing brokerage and
research services to Eaton Vance.
As authorized in Section 28(e) of the Securities Exchange Act of 1934,
a broker or dealer who executes a portfolio transaction on behalf of the Fund
may receive a commission which is in excess of the amount of commission another
broker or dealer would have charged for effecting that transaction if Eaton
Vance determines in good faith that such commission was reasonable in relation
to the value of the brokerage and research services which have been provided.
This determination may be made on the basis of either that particular
transaction or on the basis of the overall responsibilities which Eaton Vance
and its affiliates have for accounts over which they exercise investment
discretion. In making any such determination, Eaton Vance will not attempt to
place a specific dollar value on the brokerage and research services provided or
to determine what portion of the commission should be related to such services.
Brokerage and research services may include advice as to the value of
securities, the advisability of investing in, purchasing, or selling securities,
and the availability of securities or purchasers or sellers of securities;
furnishing analyses and reports concerning issuers, industries, securities,
economic factors and trends, portfolio strategy and the performance of accounts
and effecting securities transactions and performing functions incidental
thereto (such as clearance and settlement); and the "Research Services" referred
to in the next paragraph.
It is a common practice in the investment advisory industry for the
advisers of investment companies, institutions and other investors to receive
research, statistical and quotation services, data, information and other
services, products and materials which assist such advisers in the performance
of their investment responsibilities ("Research Services") from broker-dealer
firms which execute portfolio transactions for the clients of such advisers from
third parties with which such broker-dealers have arrangements. Consistent with
this practice, Eaton Vance receives Research Services from many broker-dealer
firms with which Eaton Vance places the Registrant's portfolio transactions and
from third parties with which these broker-dealers have arrangements. These
Research Services include such matters as general economic and market reviews,
industry and company reviews, evaluations of securities and portfolio strategies
and transactions and recommendations as to the purchase and sale of securities
and other portfolio transactions, financial, industry and trade publications,
news and information services, pricing and quotation equipment and services, and
research oriented computer hardware, software, data bases and services. Any such
Research Service may be broadly useful and of value to Eaton Vance in rendering
investment advisory services to all or a significant portion of its clients, or
may be relevant and useful for the management of only one client's account or of
a few clients' accounts, or may be useful for the management of merely a segment
of certain clients' accounts, regardless of whether any such account or accounts
paid commissions to the broker-dealer through which such Research Service was
obtained. The advisory fee paid by the Registrant is not reduced because Eaton
Vance receives such Research Services. Eaton Vance evaluates the nature and
quality of the various Research Services obtained through broker-dealer firms
and attempts to allocate sufficient commissions to such firms to ensure the
continued receipt of Research Services which Eaton Vance believes are useful or
of value to it in rendering investment advisory services to its clients.
Securities considered as investments for the Registrant may also be
appropriate for other investment accounts managed by Eaton Vance or its
affiliates. Eaton Vance will attempt to allocate equitably portfolio security
transactions among the Registrant and the portfolios of its other investment
accounts whenever decisions are made to purchase or sell securities by the
Registrant and one or more of such other accounts simultaneously. In making such
allocations, the main factors to be considered are the respective investment
objectives of the Registrant and such other accounts, the relative size of
portfolio holdings of the same or comparable securities, the availability of
cash for investment by the Registrant and such accounts, the size of investment
commitments generally held by the Registrant and such accounts and the opinions
of the persons responsible for recommending investments to the Registrant and
such accounts. While this procedure could have a detrimental effect on the price
or amount of the securities available to the Registrant from time to time, it is
the opinion of the Directors that the benefits available from the Eaton Vance
organization outweigh any disadvantage that may arise from exposure to
simultaneous transactions.
During the Registrant's fiscal years ended December 31, 1995, 1994 and
1993, the Registrant paid brokerage commissions of $3,900, $12,600 and $21,020,
respectively, on portfolio security transactions, all of which was paid in
respect of portfolio security transactions for the 1995 fiscal year and $5,100
and $16,220 of which were paid in respect of portfolio security transactions for
the 1994 and 1993 fiscal years, aggregating approximately $2,069,531, $4,996,366
and $9,391,181, respectively, to firms which provided some research services to
Eaton Vance (although many of such firms may have been selected in any
particular transaction primarily because of their execution capabilities).
Item 18. Capital Stock and Other Securities
(a) No change from the information set forth in Item 18(a) of Form
N-1A, filed as Amendment No. 7 to the Registration Statement under the 1940 Act,
File No. 811-2589, which information is incorporated herein by reference.
(b) Not applicable
Item 19. Purchase, Redemption and Pricing of Securities Being Offered
(a) No change from the information set forth in Item 19(a) of Form
N-1A, filed as Amendment No. 7 to the Registration Statement under the 1940 Act,
File No. 811-2589, which information is incorporated herein by reference.
(b) The net asset value of each share of the Registrant outstanding is
determined by the Managing General Partners or its delegate not less frequently
than once on each business day (which term means each day on which the net asset
value of shares of the Registrant is required to be computed by the provisions
of the 1940 Act or rules or regulations promulgated thereunder) and the net
asset value as so determined shall become effective at such time as the Managing
General Partners or its delegate may determine. The Managing General Partners
may delegate any of its powers and duties with respect to the determination of
net asset value and appraisal of assets and liabilities. Currently the net asset
value is determined once each business day by IBT, as agent for the Registrant,
as of the close of the New York Stock Exchange. The Managing General Partners or
its delegate may cause the net asset value per share last determined to be
determined again, and may determine the time when such redetermined net asset
value may become effective. Any such redetermination may be made by appraisal,
or by estimate based upon changes in the market value of representative or
selected securities or in recognized market averages or in other standard market
data since the last determination.
The Managing General Partners may declare a suspension of the
determination of net asset value for the whole or any part of any period with
respect to which an open-end investment company may declare such a suspension
not inconsistent with the provisions of the 1940 Act or rules or regulations
promulgated thereunder. Such suspension shall take effect at such time as the
Managing General Partners shall specify but not later than the close of business
on the business day next following the declaration, and thereafter there shall
be no determination of net asset value until the Managing General Partners shall
declare the suspension at an end, except that the suspension shall terminate in
any event when the conditions precedent prescribed by the 1940 Act or rules or
regulations promulgated thereunder to the declaration of such a suspension shall
have terminated.
The net asset value of each share of the Registrant as of any
particular time shall be the quotient (adjusted to the nearer cent) obtained by
dividing the value, as of such time, of the net assets of the Registrant (i.e.
the value of the assets of the Registrant less its actual and accrued liability
exclusive of capital and surplus) by the total number of shares outstanding
(exclusive of treasury shares) at such time, all as determined by the Managing
General Partners or its delegate. In appraising the liabilities of the
partnership the Managing General Partners or its delegate may include in
liabilities such reserves for taxes, estimated expenses and contingencies as the
Board or its delegate deems fair and reasonable under the circumstances. All
securities for which market quotations are readily available shall be appraised
at their market value and all other securities and assets shall be appraised at
their fair value, in each case pursuant to methods or procedures authorized or
approved by the Managing General Partners or any duly authorized committee
thereof. All determinations of net asset value and appraisals of assets and
liabilities made in good faith by the Managing General Partners or its delegate
shall be binding and conclusive upon all shareholders of partnership interest
and other persons interested.
The Registrant may issue shares at net asset value in connection with
any merger or consolidation with, or acquisition of the assets of, any
investment company or personal holding company, subject to the requirements of
the 1940 Act.
The information set forth under Item 8 hereof is incorporated herein by
reference.
(c) Not applicable
Item 20. Tax Status
The Registrant did not meet the requirements of Subchapter M for the
Internal Revenue Code for the fiscal year ended December 31, 1995 nor does it
intend to inasmuch as it is a partnership not subject to federal income tax
pursuant to Subchapter K of said code.
Partnership income, gains, losses, deductions and credits will be
allocated equally among the outstanding shares of the Registrant. A holder of a
share shall be allocated the proportionate part of such items actually realized
by the Registrant during the specific days of the taxable year on which such
share was owned by such holder.
The Managing General Partners will determine the amounts to be
distributed to the holders of shares and the time or times when such
distributions will be made. The Managing General Partners will, to the extent
practicable, distribute income, if any, quarterly to the holders of shares on a
pro rata basis, based on the number of shares. Such income distributions will be
made in shares except to those Partners who have properly elected to receive
their distributions in cash. With respect to any realized capital gains, the
Managing General Partners will determine annually what portion if any, of the
Registrant's capital gains will be distributed. Any such distribution will be
made, at the discretion of the Managing General Partners, in cash or shares or
some combination thereof to holders of shares. It is the present intention of
the Managing General Partners to distribute 30% of such gains, in cash or, at
the election of the holders of shares, in shares at net asset value.
The Registrant has received a ruling from the Internal Revenue Service
to the effect that for federal income tax purposes, the Registrant will be
characterized as a partnership and not an association taxable as a corporation.
As a partnership the Registrant is not an entity subject to federal income tax.
Its status as a partnership, rather than a corporate entity subject to federal
income tax, is subject to the condition that the General Partners have and
maintain substantial assets which can be reached by creditors of the Registrant.
Recent changes in federal tax law, effective January 1, 1998 may cause
the Registrant to be taxed as a corporation for federal tax purposes. At the
time this legislation is effective, the Managing General Partners will take
appropriate steps to avoid such tax, for example by electing to have the
Registrant taxed under Subchapter M of the Code which, upon satisfaction of
certain conditions, eliminates federal income taxation at the corporate level
and permits qualifying corporations to pay dividends exempt from federal income
taxation.
The Internal Revenue Service currently requires that General Partners
at all times maintain in the aggregate an interest in each material item of
Registrant income, gain, loss, deduction and credit equal to at least 1% of each
such item. The issuance of the ruling to the Registrant was conditioned on the
fact that the General Partners would as a group satisfy this requirement. The
initial General Partners in effect met the requirements by purchasing in the
aggregate as General Partners more than 1% of the total shares outstanding, and
to insure continued satisfaction of this requirement the initial General
Partners will not redeem or assign their shares and/or elect to receive in cash
any distributions of income and/or gain on their shares so long as they continue
as General Partners if the result of such transaction and/or election would
violate this requirement. In addition to the shares owned by the Managing
General Partners, Eaton Vance has undertaken that at all times while serving as
a Non-Managing General Partner or investment adviser except on two years'
notice. In the event that the Registrant terminates the management agreement
with Eaton Vance, Eaton Vance 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. It is the intention of the
General Partners to supervise the continuing satisfaction of this 1%
requirement.
A Partner's tax cost basis for his partnership interest in the
Registrant will be increased by the amounts of his respective distributive
shares of items of income and gain of the Registrant, and reduced, but not below
zero, by (i) the amounts of his respective distributive shares of items of
Registrant loss, (ii) the amount of any cash distributions received by him, and
(iii) the basis to the Registrant of any securities distributed in partial
liquidation of his interest in the Registrant. Cash distributions in excess of a
holder's adjusted basis in his Partnership interest immediately prior thereto
generally will result in the recognition of capital gain to such holder in the
amount of such excess.
Item 21. Underwriters
Not applicable, inasmuch as Registrant does not make a continuous
offering of its shares.
Item 22. Calculation of Performance Data
Not applicable
Item 23. Financial Statements
Registrant incorporates by reference the audited financial information
contained in the shareholder report for the fiscal year ended December 31, 1995
as previously filed electronically with the Securities and Exchange Commission
(Accession Number: 0000950156-96-000165).
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) The following financial statements are INCORPORATED into Item 23 BY
REFERENCE TO ANNUAL REPORT, DATED December 31, 1995, PREVIOUSLY FILED
ELECTRONICALLY PURSUANT TO SECTION 30(b)(2) OF THE INVESTMENT COMPANY
ACT OF 1940 (Accession No. 0000950156-96-000165):
Portfolio of Investments, December 31, 1995
Statement of Assets and Liabilities, December 31, 1995
Statement of Operations For The Year Ended December 31, 1995
Statement of Changes In Net Assets For Each of The Two Years
In The Period Ended December 31, 1995
Financial Highlights For Each of The Five Years In the Period
Ended December 31, 1995
Notes to Financial Statements
Independent Auditors Report
<TABLE>
<CAPTION>
(b) Exhibits:
<S> <C> <C> <C>
(1) Restated Certificate and Filed as Exhibit No. 2 to
Agreement of Limited Form N-1Q, No. 811-2589
Partnership and incorporated herein by
reference.
(2) Not Applicable
(3) Not Applicable
(4) Not Applicable
(5) Amended Management Agreement Filed as Exhibit No. 5 to Post-
with Eaton Vance Management Effective Amendment No. 13 to
dated November 1, 1990 Registration Statement on Form
N-1A, File No. 811-2589 and
incorporated herein by
reference.
(6) Not Applicable
(7) Not Applicable
(8) Custodian Agreement dated Filed as Exhibit No. 8 to Post-
December 17, 1990 Effective Amendment No. 13 to
Registration Statement on Form
N-1A, File No. 811-2589 and
incorporated herein by reference.
(9) Not Applicable
(10) Not Applicable
(11) Not Applicable
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
</TABLE>
Item 25. Persons Controlled by or under Common Control with Registrant
Not Applicable
Item 26. Number of Holders of Securities
(1) (2)
Number of Record
Title of Class Holders
-------------- -------
Units of Participation "Shares" 451
as of March 31, 1996
Item 27. Indemnification
No change from the information set forth in Item 27 of Form N-1A, filed
as Post-Effective No. 7 to the Registration Statement under the 1940 Act, File
No. 811-2589, which information is incorporated herewith by reference.
Item 28. Business and Other Connections of Investment Adviser
Reference is made to the information set forth under the caption
"Investment Advisory and Other Services" in Item 16 of Part B, which information
is incorporated herein by reference.
Item 29. Principal Underwriters
Inapplicable inasmuch as Registrant does not make a continuous offering
of its shares.
Item 30. Location of Accounts and Records
All applicable accounts, books, and documents required to be maintained
by Registrant by Section 31(a) of the Investment Company Act of 1940 and the
Rules promulgated thereunder are in the possession and custody of the
Registrant's custodian, Investors Bank & Trust Company, 89 South Street, Boston,
Massachusetts 02lll, and the Registrant's transfer agent, First Data Investor
Services Group, 53 State Street, Boston, Massachusetts 02104 with the exception
of certain corporate documents and portfolio trading documents as prescribed and
listed in Rules 31a-1(b), (4), (5), (6), (7), (9), (10), and (11) which are in
the possession and custody of the Registrant's Treasurer at 24 Federal Street,
Boston, Massachusetts 02110. Registrant is informed that all applicable
accounts, books and documents required to be maintained by registered investment
advisers are in the custody and possession of Registrant's investment adviser,
Eaton Vance Management, 24 Federal Street, Boston, Massachusetts 02110.
Item 31. Management Services
Not Applicable
Item 32. Undertakings
Not Applicable
<PAGE>
SIGNATURE
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Boston and Commonwealth of
Massachusetts, on the 29th day of April, 1996.
VANCE SANDERS EXCHANGE FUND
(A California Limited Partnership)
By /s/James L. O'Connor
-----------------------------
James L. O'Connor, Treasurer
<TABLE> <S> <C>
<ARTICLE> 6
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 196,304
<INVESTMENTS-AT-VALUE> 236,798
<RECEIVABLES> 295,926
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 237,175
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 143
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 237,032
<DIVIDEND-INCOME> 3,766
<INTEREST-INCOME> 228
<OTHER-INCOME> 0
<EXPENSES-NET> 1,486
<NET-INVESTMENT-INCOME> 2,508
<REALIZED-GAINS-CURRENT> 9,325
<APPREC-INCREASE-CURRENT> 51,654
<NET-CHANGE-FROM-OPS> 63,487
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 54,424
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 118
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 237,032
<PER-SHARE-NAV-BEGIN> 308.44
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 347.57
<EXPENSE-RATIO> 0.70
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
