As filed with the Securities and Exchange Commission on February 27, 1998
1940 Act File No. 811-2589
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 [ X ]
Amendment No. 22 [ X ]
EATON VANCE SERIES TRUST
(Exact Name of Registrant as Specified in Charter)
24 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
(Address of Principal Executive Offices)
(617) 482-8260
(Registrant's Telephone Number including Area Code)
Alan R. Dynner
24 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
(Name and address of agent for service)
<PAGE>
Throughout this Registration Statement, information concerning Tax-Managed
Growth Portfolio (the "Portfolio") (File No. 811-7409) is incorporated by
reference from Amendment No. 41 to the Registration Statement of Eaton Vance
Mutual Funds Trust (File No. 2-90946 under the Securities Act of 1933 (the "1933
Act")) (the "Amendment"), which was filed electronically with the Securities and
Exchange Commission on February 26, 1998 (Accession No. 0000950156-98-000178).
The Amendment contains a prospectus and statement of additional information
("SAI") for Eaton Vance Tax-Managed Growth Fund (the "Feeder Fund"), which
invests substantially all of its assets in the Portfolio.
PART A
Responses to Items 1 through 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
(a) (i) The Registrant is an open-end diversified management investment
company organized on June 24, 1996 as a business trust under the laws of the
Commonwealth of Massachusetts. The Registrant has established and designated
seven separate series of shares. This registration statement relates to all
series which consist of: Capital Exchange Fund, Depositors Fund of Boston,
Diversification Fund, Fiduciary Exchange Fund, Second Fiduciary Exchange Fund,
The Exchange Fund of Boston and Vance Sanders Exchange Fund (the "Funds" or each
a "Fund"). The Funds are the successor funds to Capital Exchange Fund, Inc.,
Depositors Fund of Boston, Inc., Diversification Fund, Inc., Fiduciary Exchange
Fund, Inc., Second Fiduciary Exchange Fund, Inc., The Exchange Fund of Boston,
Inc., respectively (the "corporations" or each a "corporation") and Vance,
Sanders Exchange Fund (a California Limited Partnership)(the "Partnership")
which commenced operations in 1965, 1964, 1960, 1966, 1966, 1963 and 1975,
respectively.
(ii) The investment objective of each Fund is to achieve long-term,
after-tax returns for its shareholders through investing in a diversified
portfolio of equity securities. This objective is nonfundamental but the
Trustees intend to submit any proposed change which would be material to
shareholders for approval.
Prior to the dates indicated below, each Fund invested directly in a
portfolio of securities. Information provided herein for such prior periods
reflects this investment practice. Commencing on the dates indicated below, each
Fund seeks to achieve its investment objective by investing in the Portfolio.
Registrant incorporates by reference information concerning the Portfolio's
investment objective and investment practices from "The Funds' Investment
Objectives" and "Investment Policies and Risks" in the Feeder Fund prospectus.
Capital Exchange Fund December 1, 1995
Depositors Fund of Boston April 1, 1996
Diversification Fund June 1, 1996
Fiduciary Exchange Fund July 1, 1996
Second Fiduciary Exchange Fund July 1, 1996
The Exchange Fund of Boston July 1, 1996
Vance Sanders Exchange Fund September 3, 1996
A-1
<PAGE>
Item 5. MANAGEMENT OF THE FUNDS
(a) The Board of Trustees has overall responsibility for management of the
Registrant.
(b), (c) and (g) Registrant incorporates by reference information
concerning the Portfolio's management from "Management of the Funds and the
Portfolio" in the Feeder Fund prospectus.
(d) Eaton Vance Management ("Eaton Vance" or the "Administrator") acts as
Administrator of the Funds, but currently receives no compensation for providing
administrative services to the Funds. Under its agreement with the Registrant,
Eaton Vance has been engaged to administer the Funds' affairs, subject to the
supervision of the Board of Trustees, and shall furnish for the use of the Funds
office space and all necessary office facilities, equipment and personnel for
administering the affairs of the Funds.
(e) The transfer and dividend disbursing agent is First Data Investor
Services Group, P.O. Box 5123, Westborough, MA 01581-5123 (the "Transfer
Agent").
(f) The ratio of expenses to average net assets of each Fund for the fiscal
period ended October 31, 1997, was:
Capital Exchange Fund 0.64%
Depositors Fund of Boston 0.65%
Diversification Fund 0.67%
Fiduciary Exchange Fund 0.67%
Second Fiduciary Exchange Fund 0.65%
The Exchange Fund of Boston 0.67%
Vance Sanders Exchange Fund 0.62%
Item 6. CAPITAL STOCK AND OTHER SECURITIES
(a) (i), (ii) and (iii) The Registrant may issue an unlimited number of
shares of beneficial interest (no par value per share) in one or more series
(such as the Funds). Each share of a Fund represents an equal proportionate
beneficial interest in the Fund. When issued and outstanding, the shares are
fully paid and nonassessable by the Trust. Shareholders are entitled to one vote
for each full share held. Fractional shares may be voted proportionately. Shares
have no preemptive or conversion rights and are freely transferable. In the
event of the liquidation of a Fund, shareholders are entitled to share pro rata
in the net assets of that Fund available for distribution to shareholders.
Registrant incorporates by reference information concerning interests in
the Portfolio from "Organization of the Funds and the Portfolio" in the Feeder
Fund prospectus.
(b) Not applicable
(c) Not applicable
(d) Not applicable
A-2
<PAGE>
(e) Shareholder inquiries should be forwarded to the Registrant's office at
24 Federal Street, Boston, Massachusetts 02110.
(f) Distributions from net investment income are paid at least quarterly.
These distributions are paid in shares of each Fund computed at net asset value,
subject to an option to each shareholder to elect to be paid in cash. Net
realized long-term capital gains are retained by the respective Fund as
described below.
(g) (i) Since each Fund intends to distribute substantially all of its net
investment income to shareholders, it is not expected that any Fund will be
required to pay any federal income taxes on such income. However, shareholders
of a Fund normally will have to pay federal income taxes and any state or local
taxes, on distributions from investment income.
(ii) Since each Fund retains any net realized long-term capital gain and
pays the federal tax thereon, shareholders include in their personal federal
income tax return their proportionate share of such gains (as allocated by the
Portfolio to the Fund), take a credit for the payment of taxes thereon and
increase the tax cost basis of their shares by an amount equal to such gains
less the taxes paid. Each Fund provides each of its shareholders with
information regarding the shareholder's federal income tax treatment of any
undistributed realized long-term capital gain retained by that Fund.
(iii) After the end of each calendar year, each shareholder receives
information for tax purposes regarding the distributions paid during the year
and the amount of any distributions eligible for the dividends received
deduction for corporations.
(iv) Registrant incorporates by reference information concerning the tax
consequences of certain of the Portfolio's practices from "Distribution and
Taxes" in the Feeder Fund's prospectus.
(h) The Trustees of the Trust have considered the advantages and
disadvantages of investing the assets of each Fund in the Portfolio, as well as
the advantages and disadvantages of the two-tier format. Such investment affords
the potential for economies of scale for each Fund and may over time result in
lower expenses. In addition to selling an interest to the Funds, the Portfolio
may sell interests to other affiliated and non-affiliated mutual funds or
institutional investors. Such investors may have different fees than the Funds,
but will invest in the Portfolio on the same terms and conditions and will pay a
proportionate share of the Portfolio's expenses. Information regarding other
investors in the Portfolio may be obtained by contacting Eaton Vance
Distributors, Inc., 24 Federal Street, Boston, MA 02110 (617) 482-8260. Whenever
a Fund as an investor in the Portfolio is requested to vote on matters
pertaining to the Portfolio (other than the termination of the Portfolio's
business, which may be determined by the Trustees of the Portfolio without
investor approval), the Fund will hold a meeting of Fund shareholders and will
vote its interest in the Portfolio for or against such matters proportionately
to the instructions to vote for or against such matters received from Fund
shareholders. A Fund shall vote shares for which it receives no voting
instructions in the same proportion as the shares for which it receives voting
instructions. Other investors in the Portfolio may alone or collectively acquire
sufficient voting interests in the Portfolio to control matters relating to the
operation of the Portfolio, which may require a Fund to withdraw its investment
in the Portfolio or take other appropriate action.
A-3
<PAGE>
In the event a Fund withdraws all of its assets from the Portfolio, or the
Board of Trustees of the Registrant determines that the investment objective of
the Portfolio is no longer consistent with the investment objective of the Fund,
such Trustees would consider what action might be taken, including investing the
assets of the Fund in another pooled investment entity or retaining an
investment adviser to manage the Fund's assets in accordance with its investment
objective. A Fund's investment performance may be affected by a withdrawal of
all its assets (or the assets of another investor) from the Portfolio.
Item 7. PURCHASE OF SECURITIES BEING OFFERED
(a), (c) - (g) Not applicable. Registrant does not offer shares of the
Funds for sale.
(b) Each Fund values its shares once on each day the New York Stock
Exchange (the "Exchange") is open for trading, as of the close of regular
trading on the Exchange (normally 4:00 p.m. New York time). Each Fund's net
asset value per share is determined by its custodian, Investors Bank & Trust
Company ("IBT"), (as agent for the Registrant) in the manner authorized by the
Trustees of the Trust. Net asset value is computed by dividing the value of that
Fund's total assets, less its liabilities, by the number of Fund shares
outstanding. Because each Fund invests its assets in an interest in the
Portfolio, the Fund's net asset value will reflect the value of its interest in
the Portfolio (which, in turn, reflects the underlying value of the Portfolio's
assets and liabilities).
Registrant incorporates by reference information concerning the computation
of net asset value and valuation of Portfolio assets from "Valuing Shares" in
the Feeder Fund prospectus. For further information, see Item 19 of Part B.
Item 8. REDEMPTION OR REPURCHASE OF REGISTRANT'S SHARES
A shareholder has the right to redeem Fund shares by delivering to the
Transfer Agent during its business hours a written request 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") acceptable to the Transfer Agent. In addition, in some cases, good
order may require the furnishing of additional documentation if shares are
registered in the name of a corporation, partnership or fiduciary. Payment 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 Fund 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 transmit promptly the
A-4
<PAGE>
repurchase order to Eaton Vance. These repurchase arrangements do not involve a
charge to the shareholder by either the Registrant or 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 the Transfer Agent in good order as described above.
The Registrant reserves the right to pay the redemption or repurchase price
of Fund shares 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 the Portfolio. If the portfolio securities so
distributed are sold by the redeeming shareholder brokerage commissions or other
transaction costs will be incurred in connection with such sale.
The right to redeem shares of a Fund can be suspended and the payment of
the redemption price deferred when the Exchange is closed (other than for
customary weekend and holiday closings), during periods when trading on the
Exchange is restricted as determined by the Commission, or during any emergency
as determined by the Commission which makes it impracticable for the Portfolio
or a Fund to dispose of its securities or value its assets, or during any other
period permitted by order of the Commission for the protection of investors.
Item 9. PENDING LEGAL PROCEEDING
Not applicable
A-5
<PAGE>
PART B
Item 10. COVER PAGE
Not applicable
Item 11. TABLE OF CONTENTS
Not applicable
Item 12. GENERAL INFORMATION AND HISTORY
The assets of each corporation were transferred to the corresponding
successor Fund in exchange for shares of the successor Fund on October 31, 1997.
The assets of the Partnership were transferred to its corresponding Successor
Fund in exchange for shares of the Successor Fund on August 30, 1996.
Item 13. INVESTMENT OBJECTIVES AND POLICIES
(a) - (c) Registrant incorporates by reference additional information
concerning the investment policies of the Portfolio as well as information
concerning the investment restrictions of the Portfolio from "Additional
Information about Investment Policies" and "Investment Restrictions" in the
Feeder Fund SAI. Each Fund is subject to the same investment restrictions as the
Portfolio. The Portfolio's portfolio turnover rate for the period from the start
of business, December 31, 1995, to October 31, 1996 and for the fiscal year
ended October 31, 1997 was 6% and 14%, respectively. Each Fund's portfolio
turnover rate for the fiscal period indicated was as follows:
Fiscal Portfolio
Fund Year End Turnover Rate
---- -------- -------------
Capital Exchange Fund, Inc. October 31, 1995 2%
Depositors Fund of Boston, Inc. March 31, 1996 2%
Diversification Fund, Inc. May 31, 1996 13%
Fiduciary Exchange Fund, Inc. December 31, 1995 3%
Second Fiduciary Exchange Fund, Inc. December 31, 1995 12%
The Exchange Fund of Boston, Inc. June 30, 1996 3%
Vance, Sanders Exchange Fund December 31, 1995 0%
Period ended August 31, 1996 3%
B-1
<PAGE>
(d) Not applicable
Item 14. MANAGEMENT OF THE REGISTRANT
(a) and (b) Registrant incorporates by reference additional information
concerning the management of the Portfolio from "Trustees and Officers" in the
Feeder Fund SAI. Persons serving as officers and Trustees of the Portfolio hold
the same positions with the Registrant and the Board of Trustees of Registrant
has the same committees with the same composition as the committees of the
Portfolio's Board.
(c) The fees and expenses of those Trustees of the Registrant and the
Portfolio who are not members of the Eaton Vance organization (noninterested
Trustees) are paid by the Registrant and the Portfolio, respectively. (The
Trustees of the Registrant and the Portfolio who are members of the Eaton Vance
organization receive no compensation from the Registrant or the Portfolio.) For
the fiscal year ended October 31, 1997, the noninterested Trustees of the
Registrant and the Portfolio earned the following compensation in their
capacities as Directors and/or Trustees from the corporations, the Vance Sanders
Exchange Fund, Portfolio and the funds in the Eaton Vance fund complex(1):
<TABLE>
Donald R. Samuel L. Norton H. John L. Jack L.
Dwight Hayes, III Reamer Thorndike Treynor
------ ---------- ------ --------- -------
<S> <C> <C> <C> <C> <C>
Capital Exchange
Fund, Inc. 692 635 627 648 700
Depositors Fund
of Boston, Inc. 346 318 313 324 350
Diversification
Fund, Inc. 435 399 393 406 440
Fiduciary Exchange
Fund, Inc. 346 318 313 324 350
Second Fiduciary
Exchange Fund, Inc. 435 399 393 406 440
The Exchange Fund
of Boston, Inc. 435 399 393 406 440
Vance, Sanders
Exchange Fund 692 635 627 648 700
Aggregate from
the Portfolio 5,168(2)(a) 5,175(3)(a) 4,963 5,175(4)(a) 5,469
Total Compensation
from Registrant
and Complex 145,000(2)(b) 153,750(3)(b) 145,000 146,250(4)(b) 150,000
</TABLE>
(1) As of February 1, 1998, the Eaton Vance fund complex consisted of 146
registered investment companies or series thereof.
(2) Includes deferred compensation as follows: 2(a) $2,300; 2(b) $45,000
(3) Includes deferred compensation as follows: 3(a) $1,791; 3(b) $38,437.50
(4) Includes deferred compensation as follows: 4(a) $5,161; 4(b) $109,021.47
B-2
<PAGE>
Trustees of the Portfolio that are not affiliated with its investment
adviser, BMR, may elect to defer receipt of all or a percentage of their annual
fees in accordance with the terms of a Trustees Deferred Compensation Plan (the
" Trustees' Plan"). Under the Trustees' Plan, an eligible Trustee may elect to
have his deferred fees invested by the Portfolio in the shares of one or more
funds in the Eaton Vance Family of Funds, and the amount paid to the Trustees
under the Trustees' Plan will be determined based upon the performance of such
investments. Deferral of Trustees' fees in accordance with the Trustees' Plan
will have a negligible effect on the Portfolio's assets, liabilities, and net
income, and will not obligate the Portfolio to retain the services of any
Trustee or obligate the Portfolio to pay any particular level of compensation to
the Trustee. Neither the Registrant nor the Portfolio has a retirement plan for
Trustees.
Item 15. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
(a) Not applicable
(b) As of February 1, 1998, the Trustees and officers of the Registrant, as
a group, owned in the aggregate less than 1% of the outstanding shares of each
Fund. To the knowledge of the Registrant no person of record or beneficially
owned 5% or more of a Fund's shares, except the following shareholders who owned
of record the approximate percentage of outstanding shares indicated after their
names as of February 1, 1998:
Capital Exchange Fund - Patterson & Co., Philadelphia, PA (9.91%) and Arthur F.
Albert, Trustee of Arthur F. Albert Trust U/A dated 10/3/78, Glenview, IL
(7.62%); Depositors Fund of Boston - Walter S. Rosenberry, III, Trustee with
Sarah Maud W. Silversten U/A dated 10/20/81, St. Paul, MN (13%); and Smith
Barney Shearson, Inc., New York, NY, broker-dealers, (5.07%) which it held on
behalf of its customers who are the beneficial owners of such shares and as to
which it has voting power under certain limited circumstances. Diversification
Fund - William T. Ragland, Jr., Trustee for William T. Ragland UTI dated 9/22/52
Winston-Salem, NC (6.80%), Ruby H. Bryan, Goldsboro, NC (6.50%), Laurie M.
Cummins, Trustee FBO Laurie M. Cummins Rev. Liv. Trust, Santa Barbara, CA
(5.15%) and Smith Barney Shearson, Inc., New York, NY, broker-dealers, (5.99%)
which it held on behalf of its customers who are the beneficial owners of such
shares and as to which it has voting power under certain limited circumstances.
Fiduciary Exchange Fund - Bank of America, Trustee for the benefit of Benjamin
P. Douglass U/A dated 4/14/50 (6.73%) and Dengel & Co., c/o Fiduciary Trust
Company of New York, NY (5.89%); The Exchange Fund of Boston - Lee Family Lim.
Partnership, Ithaca, NY (5.09%); Vance Sanders Exchange Fund - Kathleen L.
McCarthy and J. Thomas McCarthy, Trustees McCarthy Revocable Trust u/a dated
4/7/95 Los Angeles, CA (6.25%).
Item 16. INVESTMENT ADVISORY AND OTHER SERVICES
(a) - (d) Registrant incorporates by reference information concerning
investment advisory and other services provided to the Portfolio from
"Investment Adviser and Administrator" in the Feeder Fund SAI.
Prior to investing in the Portfolio, each Fund retained Eaton Vance as
investment adviser. The management fees paid by each Fund to Eaton Vance for the
two fiscal periods prior to investing in the Portfolio were:
B-3
<PAGE>
Capital Exchange Fund, Inc. - for the period from November 1 through 30,
1995 and for the fiscal year ended October 31, 1995 - $60,464 and $634,427,
respectively.
Depositors Fund of Boston, Inc. - for the fiscal years ended March 31, 1996
and 1995 - $429,804 and $350,354, respectively.
Diversification Fund, Inc. - for the fiscal years ended May 31, 1996 and
1995 - $429,320 and $415,321, respectively.
Fiduciary Exchange Fund, Inc. - for the period from January 1, 1996 through
June 30, 1996, and for the fiscal year ended December 31, 1995 - $182,843 and
$364,898, respectively.
Second Fiduciary Exchange Fund, Inc. - for the period from January 1, 1996
through June 30, 1996, and for the fiscal year ended December 31, 1995 -
$256,322 and $438,395, respectively.
The Exchange Fund of Boston, Inc. - for the fiscal years ended June 30,
1996 and 1995 - $482,131 and $402,696, respectively.
Vance, Sanders Exchange Fund - for the eight month period ended August 31,
1996 and for the fiscal year ended December 31, 1995 - $997,647 and $1,266,428,
respectively.
(e) - (g) Not applicable
(h) and (i) Investors Bank & Trust Company ("IBT"), 200 Clarendon Street,
Boston, Massachusetts 02116, acts as custodian for the Registrant and the
Portfolio. IBT has custody of all cash and securities representing each Fund's
interest in the Portfolio, has custody of all the Portfolio's assets, maintains
the general ledger of the Portfolio and each Fund and computes the daily net
asset value of interests in the Portfolio and the net asset value of shares of
each Fund. In such capacity it attends to details in connection with the sale,
exchange, substitution, transfer or other dealings with the Portfolio's
investments, receives and disburses all funds, and performs various other
ministerial duties upon receipt of proper instructions from the Registrant and
the Portfolio. IBT charges 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 Fund's and the Portfolio's net assets and a
portion of the fee relates to activity charges, primarily the number of
portfolio transactions. These fees are then reduced by a credit for cash
balances of the particular investment company at the custodian equal to 75% of
the 91-day, U.S. Treasury Bill auction rate applied to the particular investment
company's average daily collected balances for the week. Landon T. Clay, a
Trustee of the Registrant and the Portfolio, 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 Portfolio and each Fund is
treated as a self-custodian pursuant to Rule 17f-2 under the Investment Company
Act of 1940, and the Portfolio's and each Fund's investments held by IBT as
custodian are thus subject to the additional examinations by the independent
certified public accountants of the Portfolio and the Funds as called for by
such Rule. For the fiscal year ended October 31, 1997, the Funds and the
Portfolio paid IBT the following amounts:
B-4
<PAGE>
Capital Exchange Fund, Inc. $ 14,310
Depositors Fund of Boston, Inc. 10,293
Diversification Fund, Inc. 11,204
Fiduciary Exchange Fund, Inc. 8,233
Second Fiduciary Exchange Fund, Inc. 11,191
The Exchange Fund of Boston, Inc. 10,194
Vance Sanders Exchange Fund 25,369
Portfolio 358,840
Deloitte & Touche LLP, 125 Summer Street, Boston, Massachusetts are the
independent certified public accountants for each Fund and the Portfolio. 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 federal tax returns.
Item 17. BROKERAGE ALLOCATION AND OTHER PRACTICES
Registrant incorporates by reference information concerning the brokerage
practices of, and brokerage commissions paid by, the Portfolio from "Portfolio
Security Transactions" in the Feeder Fund SAI.
Prior to investing in the Portfolio, each Fund invested directly in
securities. During the fiscal periods indicated, each Fund paid brokerage
commissions as follows:
Capital Exchange Fund, Inc. - During its fiscal year ended October 31,
1995, the Fund paid brokerage commissions of $4,641 on portfolio security
transactions. Of the total brokerage commission of $4,641 paid during the fiscal
year ended October 31, 1995, approximately $2,220 was paid in respect of
portfolio security transactions aggregating approximately $1,725,932 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).
Depositors Fund of Boston, Inc. - During its fiscal years ended March 31,
1996 and 1995, the Registrant paid brokerage commissions of $5,100 and $1,776,
respectively, on portfolio security transactions all of which was paid in
respect of portfolio security transactions aggregating approximately $3,340,936
and $1,694,221, 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).
Diversification Fund, Inc. - During its fiscal years ended May 31, 1996 and
1995, the Registrant paid brokerage commissions of $21,000 and $18,245,
respectively, on portfolio security transactions. Of the total brokerage
commission of $21,000 and $18,245, respectively, paid during the fiscal years
ended May 31, 1996 and 1995, approximately $19,500 and $15,454, respectively,
was paid in respect of portfolio security transactions aggregating approximately
$10,323,400 and $6,684,989, 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).
B-5
<PAGE>
Fiduciary Exchange Fund, Inc. - During the six-month period from January 1,
1996 through June 30, 1996 and it fiscal year ended December 31, 1995 this Fund
paid brokerage commissions of $4,800 and $2,285, respectively, on portfolio
security transactions. Of the total brokerage commission of $4,800 and $2,285
paid during the six-month period from January 1, 1996 through June 30, 1996 and
the fiscal year ended December 31, 1995, approximately $4,800 and $1,635,
respectively, was paid in respect of portfolio security transactions aggregating
approximately $2,034,588 and $876,626, 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).
Second Fiduciary Exchange Fund, Inc. - During the six-month period from
January 1, 1996 through June 30, 1996 and its fiscal year ended December 31,
1995 this Fund paid brokerage commissions of $11,190 and $17,223, respectively,
on portfolio security transactions. Of the total brokerage commission of $11,190
and $17,223, respectively, paid during the six-month period from January 1, 1996
through June 30, 1996 and the fiscal year ended December 31, 1995, approximately
$11,190 and $16,743, respectively, was paid in respect of portfolio security
transactions aggregating approximately $4,191,310 and $9,439,153, 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).
The Exchange Fund of Boston, Inc. - During its fiscal years ended June 30,
1996 and 1995, this Fund paid brokerage commissions of $5,700 and $6,150,
respectively, on portfolio security transactions. Of the total brokerage
commission of $5,700 and $6,150, respectively, paid during the fiscal years
ended June 30, 1996 and 1995, approximately $5,700 and $2,400, respectively, was
paid in respect of portfolio security transactions aggregating approximately
$3,811,802 and $1,642,049, 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).
Vance, Sanders Exchange Fund - During the eight month period ended August
31, 1996 and for the Fund's fiscal year ended December 31, 1995, the Fund paid
brokerage commissions of $17,260 and $3,900, respectively, on portfolio security
transactions, $15,720 of which for the period ended August 31, 1996 and all of
which for the 1995 fiscal year was paid in respect of portfolio security
transactions aggregating approximately $9,916,631 and $2,069,531, 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) The Declaration of Trust may be amended by the Trustees when authorized
by a majority of the outstanding voting securities of the Trust affected by the
amendment. The Trustees may also amend the Declaration of Trust without the vote
or consent of shareholders to change the name of the Trust or any series or to
make such other changes as do not have a materially adverse effect on the rights
or interests of shareholders or if they deem it necessary to conform the
Declaration to the requirements of federal laws or state laws or regulations.
The Trust or any series may be terminated by: (1) the affirmative vote of the
holders of not less than two-thirds of the shares outstanding and entitled to
vote at any meeting of shareholders of the Trust or the appropriate series, or
B-6
<PAGE>
by an instrument or instruments in writing without a meeting, consented to by
the holders of two-thirds of the shares of the Trust or a series, provided,
however, that, if such termination is recommended by the Trustees, the vote of a
majority of the outstanding voting securities of the Trust or a series entitled
to vote thereon shall be sufficient authorization; or (2) by means of an
instrument in writing signed by a majority of the Trustees, to be followed by a
written notice to shareholders stating that a majority of the Trustees has
determined that the continuation of the Trust or a series is not in the best
interest of the Trust, or such series or of their respective shareholders.
As permitted by Massachusetts law, there will normally be no meetings of
shareholders for the purpose of electing Trustees unless and until such time as
less than a majority of the Trustees of the Trust holding office have been
elected by shareholders. In such an event the Trustees then in office will call
a shareholder's meeting for the election of Trustees. Except for the foregoing
circumstances and unless removed by action of the shareholders in accordance
with the Trust's By-Laws, the Trustees shall continue to hold office and may
appoint successor Trustees.
The Declaration of Trust further provides that the Trustees will not be
liable for errors of judgment or mistakes of fact or law; but nothing in the
Declaration of Trust protects a Trustee against any liability to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of his
office. In addition, the By-laws of the Trust provide that no natural person
shall serve as a Trustee of the Trust after the holders of record of not less
than two-thirds of the outstanding shares have declared that he be removed from
office either by declaration in writing filed with the custodian of the assets
of the Trust or by votes set in person or by proxy at a meeting called for the
purpose. The By-laws further provide that under certain circumstances the
shareholders may call a meeting to remove a Trustee and that the Trust is
required to provide assistance in communicating with shareholders about such a
meeting. The By-laws also provide that the Trustees shall promptly call a
meeting of shareholders for the purpose of voting upon a question of removal of
a Trustee when requested so to do by the record holders of not less than 10 per
centum of the outstanding shares.
Under Massachusetts law, if certain conditions prevail, shareholders of a
Massachusetts business trust (such as the Trust) could be deemed to have
personal liability for the obligations of the Trust. Numerous investment
companies registered under the 1940 Act have been formed as Massachusetts
business trusts, and management is not aware of an instance where such liability
has been imposed. The Trust's Declaration of Trust contains an express
disclaimer of liability on the part of Fund shareholders and the Trust's By-laws
provide that the Trust shall assume the defense on behalf of any Fund
shareholders. (The Declaration also contains provisions limiting the liability
of a series or class to that series or class). Moreover, the Trust's By-laws
also provide for indemnification out of the property of a Fund of any
shareholder held personally liable solely by reason of being or having been a
shareholder for all loss or expense arising from such liability. The assets of a
Fund are readily marketable and will ordinarily substantially exceed its
liabilities. In light of the nature of the Funds' business and the nature of
their assets, management believes that the possibility of a Fund's liabilities
exceeding its assets, and therefore the shareholder's risk of personal
liability, is extremely remote.
In accordance with the Declaration of Trust of the Portfolio, there will
normally be no meetings of the investors for the purpose of electing Trustees
unless and until such time as less than a majority of the Trustees holding
office have been elected by investors. In such an event the Trustees of the
Portfolio then in office will call an investors' meeting for the election of
B-7
<PAGE>
Trustees. Except for the foregoing circumstances and unless removed by action of
the investors in accordance with the Portfolio's Declaration of Trust, the
Trustees shall continue to hold office and may appoint successor Trustees.
The Declaration of Trust of the Portfolio provides that no person shall
serve as a Trustee if investors holding two-thirds of the outstanding interest
have removed him from that office either by a written declaration filed with the
Portfolio's custodian or by votes cast at a meeting called for that purpose. The
Declaration of Trust further provides that under certain circumstances the
investors may call a meeting to remove a Trustee and that the Portfolio is
required to provide assistance in communicating with investors about such a
meeting.
The Declaration of Trust of the Portfolio provides that the Portfolio will
terminate 120 days after the complete withdrawal of the Fund or any other
investor in the Portfolio, unless either the remaining investors, by a majority
vote at a meeting of such investors, or a majority of the Trustees of the
Portfolio, by written instrument consented to by a majority of its investors,
agree to continue the business of the Portfolio. This provision is consistent
with treatment of the Portfolio as a partnership for federal income tax
purposes.
(b) Not applicable
Item 19. PURCHASE, REDEMPTION AND PRICING OF SECURITIES BEING OFFERED
(a) The Registrant does not offer shares of the Funds for sale.
(b) Registrant incorporates by reference information concerning valuation
of the Portfolio's assets from "Determination of Net Asset Value" in the Feeder
Fund SAI.
(c) Not applicable
Item 20. TAX STATUS
Each Fund, as a series of a Massachusetts business trust, will be treated
as a separate entity for accounting and tax purposes. Each Fund has met the
requirements of subchapter M for the taxable year ending October 31, 1997 and
intends to meet such requirements for the taxable year ending October 31, 1998.
Accordingly, each Fund intends to satisfy certain requirements relating to
sources of its income and diversification of its assets and to distribute all of
its net investment income in accordance with the timing requirements imposed by
the Code, so as to avoid any federal income or excise tax on such income. The
Funds' treatment of net realized long-term capital gains is discussed below.
Because each Fund invests its assets in the Portfolio, the Portfolio normally
must satisfy the applicable source of income and diversification requirements in
order for a Fund to satisfy them. The Portfolio will allocate at least annually
among its investors, including the Funds, each investor's distributive share of
the Portfolio's net investment income and any other items of income, gain, loss,
deduction or credit (other than net realized long-term capital gain which is
discussed below). The Portfolio will make allocations to each Fund in accordance
with the Code and applicable regulations and will make moneys available for
withdrawal at appropriate times and in sufficient amounts to enable the Fund to
satisfy the tax distribution requirements that apply to a Fund and that must be
B-8
<PAGE>
satisfied in order to avoid federal income and/or excise tax on the Fund. For
purposes of applying the requirements of the Code regarding qualification as a
RIC, each Fund will be deemed (i) to own its proportionate share of each of the
assets of the Portfolio and (ii) to be entitled to the gross income of the
Portfolio attributable to such share.
Allocated net realized long-term capital gains are normally retained by
each Fund, and the Fund pays the federal tax thereon. When this is done, the
shareholder includes in his personal income tax return his proportionate share
of such gains (as allocated by the Portfolio to the Fund), takes a credit for
the payment of taxes thereon, and increases the tax cost basis of his shares by
an amount equal to such gains less the taxes paid. Due to regulations imposed by
the Internal Revenue Service the Registrant is required to distribute net
realized long-term capital gains (computed on the basis of the one-year period
ending on October 31 of such year) and 100% of any income from the present year
that was not paid out during such year and on which the Fund was not taxed. The
Registrant therefore reserves the right to distribute such capital gains when
required. Certain distributions, if declared in October, November or December
and paid the following January, will be taxed to shareholders as if received on
December 31 of the year in which they are declared.
In order to avoid federal excise tax, the Code requires that each Fund
distribute (or be deemed to have distributed) by December 31 of each calendar
year at least 98% of its ordinary income (not including tax-exempt income) for
such year, at least 98% of the excess of its realized capital gains over its
realized capital losses, generally computed on the basis of the one-year period
ending on October 31 of such year, after reduction by any available capital loss
carryforwards, and 100% of any income and capital gains from the prior year (as
previously computed) that was not paid out during such year and on which the
Fund was not taxed. Further, under current law, provided that a Fund qualifies
as a RIC for federal income tax purposes and the Portfolio is treated as a
partnership for Massachusetts and federal tax purposes, neither the Fund nor the
Portfolio is liable for any income, corporate excise or franchise tax in the
Commonwealth of Massachusetts.
Foreign exchange gains and losses realized by the Portfolio and allocated
to a Fund in connection with the Portfolio's investments in foreign securities
and certain options, futures or forward contracts or foreign currency may be
treated as ordinary income and losses under special tax rules. Certain options,
futures or forward contracts of the Portfolio may be required to be marked to
market (i.e., treated as if closed out) on the last day of each taxable year,
and any gain or loss realized with respect to these contracts may be required to
be treated as 60% long-term and 40% short-term gain or loss. Positions of the
Portfolio in securities and offsetting options, swaps, futures or forward
contracts may be treated as "straddles" and be subject to other special rules
that may, upon allocation of the Portfolio's income, gain or loss to a Fund,
affect the amount, timing and character of the Fund's distributions to
shareholders. Certain uses of foreign currency and foreign currency derivatives
such as options, futures, forward contracts and swaps and investment by the
Portfolio in certain "passive foreign investment companies" may be limited or a
tax election may be made, if available, in order to preserve a Fund's
qualification as a RIC or avoid imposition of a tax on the Fund.
The Portfolio will allocate at least annually to each Fund and its other
investors their respective distributive shares of any net investment income and
net capital gains which have been recognized for federal income tax purposes
(including unrealized gains at the end of the Portfolio's fiscal year on certain
options and futures transactions that are required to be marked-to-market). Such
B-9
<PAGE>
amounts (except as described above) will be distributed by each Fund to its
shareholders in cash or additional shares, as they elect. Shareholders of each
Fund will be advised of the nature of the distributions.
Certain investors in the Portfolio, including the Funds and other RICs,
have acquired interests in the Portfolio by contributing securities. Due to tax
considerations, during the first seven years following the contribution of
securities to the Portfolio by an investor (five years for securities
contributed prior to June 9, 1997), such securities will not be distributed to
any investor other than the investor who contributed those securities. Investors
who acquire an interest in the Portfolio by contributing securities and who
redeem that interest within the applicable time period thereafter will generally
receive back one or more of the securities they contributed. In partial
redemptions by such investors during this period, the Portfolio will attempt to
accommodate requests to distribute initially those contributed securities and
share lots with the highest cost basis.
The Portfolio has significant holdings of highly appreciated securities
that were contributed to the Portfolio by investors other than the Funds. If
such securities were to be sold, the resulting capital gain would be allocated
disproportionately among the Portfolio's investors, with the result that the
Funds would not be subject to taxation on any gain arising prior to the
contribution of the securities to the Portfolio. If any appreciated securities
to be contributed to the Portfolio by a Fund are sold, the resulting capital
gain would be allocated to that Fund.
Any loss realized upon the redemption or exchange of shares with a tax
holding period of 6 months or less will be treated as a long-term capital loss
to the extent of any distribution of net long-term capital gains with respect to
such shares. All or a portion of a loss realized upon a taxable disposition of
Fund shares may be disallowed under "wash sale" rules if other Fund shares are
purchased (whether through reinvestment or dividends or otherwise) within 30
days before or after the disposition. Any disallowed loss will result in an
adjustment to the shareholder's tax basis in some or all of the other shares
acquired.
Amounts paid by a Fund to individuals and certain other shareholders who
have not provided the Fund with their correct taxpayer identification number and
certain required certifications, as well as shareholders with respect to whom
the Fund has received notification from the Internal Revenue Service or a
broker, may be subject to "backup" withholding of federal income tax from the
Fund's taxable dividends and distributions and the proceeds of redemptions
(including repurchases and exchanges) at a rate of 31%. An individual's taxpayer
identification number is generally his or her social security number.
Non-resident alien individuals, foreign corporations and certain other
foreign entities generally will be subject to a U.S. withholding tax at a rate
of 30% on a Fund's distributions from its ordinary income and the excess of its
net short-term capital gain over its net long-term capital loss, unless the tax
is reduced or eliminated by an applicable tax treaty. Distributions from the
excess of a Fund's net long-term capital gain over its net short-term capital
loss received by such shareholders and any gain from the sale or other
disposition of shares of the Fund generally will not be subject to U.S. Federal
income taxation, provided that non-resident alien status has been certified by
B-10
<PAGE>
the shareholder. Different U.S. tax consequences may result if the shareholder
is engaged in a trade or business in the United States, is present in the United
States for a sufficient period of time during a taxable year to be treated as a
U.S. resident, or fails to provide any required certifications regarding status
as a non-resident alien investor. Foreign shareholders should consult their tax
advisers regarding the U.S. and foreign tax consequences of an investment in a
Fund.
Shareholders should consult their own tax advisers with respect to these or
other special tax rules that may apply in their particular situations, as well
as the state, local or foreign tax consequences of investing in a Fund.
The foregoing discussion does not describe many of the tax rules applicable
to IRAs nor does it address the special tax rules applicable to certain other
classes of investors, such as other retirement plans, tax-exempt entities,
insurance companies and financial institutions. Shareholders should consult
their own tax advisers with respect to these or other special tax rules that may
apply in their particular situations, as well as the state, local or foreign tax
consequences of investing in a Fund.
Item 21. UNDERWRITERS
Not applicable because Registrant does not make a continuous offering of
Fund shares.
Item 22. CALCULATION OF PERFORMANCE DATA
Not applicable
Item 23. FINANCIAL STATEMENTS
Registrant incorporates by reference the audited financial information for
the Funds and the Portfolio contained in each Fund's shareholder report for the
fiscal year ended October 31, 1997 as previously filed electronically with the
Commission as follows:
Fund Accession No.
--------------------------------------------------------------------
Capital Exchange Fund 0000950156-98-000072
Depositors Fund of Boston 0000950156-98-000073
Diversification Fund 0000950156-98-000079
Fiduciary Exchange Fund 0000950156-98-000077
Second Fiduciary Exchange Fund 0000950156-98-000074
The Exchange Fund of Boston 0000950156-98-000078
Vance Sanders Exchange Fund 0000950156-98-000076
B-11
<PAGE>
PART C
OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) The following financial statements are incorporated by reference to the
following annual reports to shareholders:
Fund Accession No.
- --------------------------------------------------------------------
Capital Exchange Fund, Inc. 0000950156-98-000072
Depositors Fund of Boston, Inc. 0000950156-98-000073
Diversification Fund, Inc. 0000950156-98-000079
Fiduciary Exchange Fund, Inc. 0000950156-98-000077
Second Fiduciary Exchange Fund, Inc. 0000950156-98-000074
The Exchange Fund of Boston, Inc. 0000950156-98-000078
Vance Sanders Exchange Fund 0000950156-98-000076
For the Funds:
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Statements
Independent Auditor's Report
For the Portfolio:
Portfolio of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Supplementary Data
Notes to Financial Statements
Independent Auditor's Report
(b) Exhibits:
(1) Declaration of Trust of the Registrant dated June 24, 1996, filed as
Exhibit (1) to Amendment No. 19 and incorporated herein by reference.
(2) By-laws of the Registrant dated June 24, 1996, filed as Exhibit (2) to
Amendment No. 19 and incorporated herein by reference.
C-1
<PAGE>
(3) Not Applicable
(4) Not Applicable
(5) Not Applicable
(6) Not Applicable
(7) The Securities and Exchange Commission has granted the Registrant an
exemptive order that permits the Registrant to enter into deferred
compensation arrangements with its independent Directors. See in the
Matter of Capital Exchange Fund, Inc. , Release No. IC-20671 (November
1, 1994).
(8) Custodian Agreement dated August 30, 1996, filed as Exhibit (8) to
Amendment No. 19 and incorporated herein by reference.
(9) (a) Administrative Services Agreement with Eaton Vance Management
dated August 30, 1996, filed as Exhibit (9) to Amendment No. 19 and
incorporated herein by reference.
(b) Transfer Agency Agreement dated January 1, 1998 with First Data
Investor Services Group, Inc. filed as Exhibit (k)(b) to the
Registration Statement on Form N-2 of Eaton Vance Advisers
Senior-Floating Rate Fund (File Nos. 333-46853 and 811-08671)
(Accession No. 0000950156-98-000172) and incorporated herein by
reference.
(10) Not Applicable
(11) Not Applicable
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Not Applicable
C-2
<PAGE>
Item 26. NUMBER OF HOLDERS OF SECURITIES
(1) (2)
Number of Record
Title of Class Holders
-------------- -------
Shares of Beneficial Interest As of February 1, 1998
----------------------------- ----------------------
Capital Exchange Fund, Inc. 334
Depositors Fund of Boston, Inc. 277
Diversification Fund, Inc. 341
Fiduciary Exchange Fund, Inc. 296
Second Fiduciary Exchange Fund, Inc. 409
The Exchange Fund of Boston, Inc. 322
Vance Sanders Exchange Fund 457
Item 27. INDEMNIFICATION
Article IV of the Registrant's Declaration of Trust permits Trustee and
officer indemnification by By-law, contract and vote. Article XI of the By-Laws
contains indemnification provisions. Registrant's Trustees and officers are
insured under a standard mutual fund errors and omissions insurance policy
covering loss incurred by reason of negligent errors and omissions committed in
their capacities as such.
Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Registrant incorporates herein by reference the information set forth under
the caption "Investment Adviser and Administrator" from the Feeder Fund's SAI.
Item 29. PRINCIPAL UNDERWRITERS
Not applicable because 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, 200 Clarendon Street, Boston, MA
02116, and the Registrant's transfer agent, First Data Investor Services Group,
4400 Computer Drive, Westborough, Massachusetts 01581-5120, 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 the Portfolio's investment
adviser, BMR, 24 Federal Street, Boston, Massachusetts 02110.
C-3
<PAGE>
Item 31. MANAGEMENT SERVICES
Not Applicable
Item 32. UNDERTAKINGS
Not Applicable
C-4
<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 27th day of February, 1998.
EATON VANCE SERIES TRUST
By: /s/ James L. O'Connor
-----------------------------
James L. O'Connor, Treasurer
C-5
<PAGE>
EXHIBIT INDEX
The following exhibits are filed as part of this Registration Statement.
Exhibit No. Description
- ----------- -----------
C-6
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<NAME>CAPITAL EXCHANGE FUND, INC.
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-END> OCT-31-1997
<INVESTMENTS-AT-COST> 9,265
<INVESTMENTS-AT-VALUE> 150,491
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 150,491
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 134
<TOTAL-LIABILITIES> 134
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 18,388
<SHARES-COMMON-STOCK> 410
<SHARES-COMMON-PRIOR> 485
<ACCUMULATED-NII-CURRENT> 196
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (9,453)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 141,227
<NET-ASSETS> 150,358
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 1,229
<EXPENSES-NET> 80
<NET-INVESTMENT-INCOME> 1,149
<REALIZED-GAINS-CURRENT> 13,335
<APPREC-INCREASE-CURRENT> 24,257
<NET-CHANGE-FROM-OPS> 38,741
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,008
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 75
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 14,483
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 80
<AVERAGE-NET-ASSETS> 142,271
<PER-SHARE-NAV-BEGIN> 280.57
<PER-SHARE-NII> 2.704
<PER-SHARE-GAIN-APPREC> 85.936
<PER-SHARE-DIVIDEND> 0.000
<PER-SHARE-DISTRIBUTIONS> (2.340)
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 366.87
<EXPENSE-RATIO> 0.64
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<NAME>DEPOSITORS FUND OF BOSTON
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-END> OCT-31-1997
<INVESTMENTS-AT-COST> 10,489
<INVESTMENTS-AT-VALUE> 97,713
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 97,713
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 8
<TOTAL-LIABILITIES> 8
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 16,191
<SHARES-COMMON-STOCK> 526
<SHARES-COMMON-PRIOR> 610
<ACCUMULATED-NII-CURRENT> 4
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (5,714)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 87,224
<NET-ASSETS> 97,705
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 789
<EXPENSES-NET> 67
<NET-INVESTMENT-INCOME> 722
<REALIZED-GAINS-CURRENT> 10,310
<APPREC-INCREASE-CURRENT> 13,882
<NET-CHANGE-FROM-OPS> 24,914
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 735
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 84
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 11,031
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 67
<AVERAGE-NET-ASSETS> 91,446
<PER-SHARE-NAV-BEGIN> 142.02
<PER-SHARE-NII> 1.331
<PER-SHARE-GAIN-APPREC> 43.579
<PER-SHARE-DIVIDEND> 0.000
<PER-SHARE-DISTRIBUTIONS> (1.350)
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 185.58
<EXPENSE-RATIO> 0.65
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<NAME>DIVERSIFICATION FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-END> OCT-31-1997
<INVESTMENTS-AT-COST> 20,368
<INVESTMENTS-AT-VALUE> 111,266
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 111,266
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 9
<TOTAL-LIABILITIES> 9
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 29,222
<SHARES-COMMON-STOCK> 331
<SHARES-COMMON-PRIOR> 340
<ACCUMULATED-NII-CURRENT> 218
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (9,081)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 90,898
<NET-ASSETS> 111,257
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 879
<EXPENSES-NET> 95
<NET-INVESTMENT-INCOME> 784
<REALIZED-GAINS-CURRENT> 2,758
<APPREC-INCREASE-CURRENT> 23,773
<NET-CHANGE-FROM-OPS> 27,315
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 697
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 9
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 24,167
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 95
<AVERAGE-NET-ASSETS> 101,911
<PER-SHARE-NAV-BEGIN> 256.64
<PER-SHARE-NII> 2.351
<PER-SHARE-GAIN-APPREC> 78.879
<PER-SHARE-DIVIDEND> 0.000
<PER-SHARE-DISTRIBUTIONS> (2.080)
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 335.79
<EXPENSE-RATIO> 0.67
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<NAME>FIDUCIARY EXCHANGE FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-END> OCT-31-1997
<INVESTMENTS-AT-COST> 13,047
<INVESTMENTS-AT-VALUE> 76,163
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 76,163
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 6
<TOTAL-LIABILITIES> 6
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 22,095
<SHARES-COMMON-STOCK> 266
<SHARES-COMMON-PRIOR> 282
<ACCUMULATED-NII-CURRENT> 118
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (9,172)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 63,116
<NET-ASSETS> 76,157
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 615
<EXPENSES-NET> 67
<NET-INVESTMENT-INCOME> 548
<REALIZED-GAINS-CURRENT> 3,763
<APPREC-INCREASE-CURRENT> 14,833
<NET-CHANGE-FROM-OPS> 19,144
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (475)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 16
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 14,371
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 67
<AVERAGE-NET-ASSETS> 71,167
<PER-SHARE-NAV-BEGIN> 218.85
<PER-SHARE-NII> 2.015
<PER-SHARE-GAIN-APPREC> 67.225
<PER-SHARE-DIVIDEND> 0.000
<PER-SHARE-DISTRIBUTIONS> (1.730)
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 286.36
<EXPENSE-RATIO> 0.67
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<NAME>SECOND FIDUCIARY EXCHANGE FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-END> OCT-31-1997
<INVESTMENTS-AT-COST> 21,212
<INVESTMENTS-AT-VALUE> 110,158
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 110,158
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 9
<TOTAL-LIABILITIES> 9
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 30,649
<SHARES-COMMON-STOCK> 443
<SHARES-COMMON-PRIOR> 570
<ACCUMULATED-NII-CURRENT> 96
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (9,542)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 88,945
<NET-ASSETS> 110,148
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 878
<EXPENSES-NET> 76
<NET-INVESTMENT-INCOME> 802
<REALIZED-GAINS-CURRENT> 4,666
<APPREC-INCREASE-CURRENT> 21,839
<NET-CHANGE-FROM-OPS> 27,307
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 700
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 127
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 20,995
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 76
<AVERAGE-NET-ASSETS> 101,667
<PER-SHARE-NAV-BEGIN> 189.77
<PER-SHARE-NII> 1.780
<PER-SHARE-GAIN-APPREC> 58.440
<PER-SHARE-DIVIDEND> 0.000
<PER-SHARE-DISTRIBUTIONS> (1.550)
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 248.44
<EXPENSE-RATIO> 0.65
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<NAME>THE EXCHANGE FUND OF BOSTON
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-END> OCT-31-1997
<INVESTMENTS-AT-COST> 14,794
<INVESTMENTS-AT-VALUE> 106,613
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 106,613
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 8
<TOTAL-LIABILITIES> 8
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 23,210
<SHARES-COMMON-STOCK> 265
<SHARES-COMMON-PRIOR> 281
<ACCUMULATED-NII-CURRENT> 245
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (8,670)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 91,820
<NET-ASSETS> 106,605
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 856
<EXPENSES-NET> 96
<NET-INVESTMENT-INCOME> 760
<REALIZED-GAINS-CURRENT> 4,598
<APPREC-INCREASE-CURRENT> 21,212
<NET-CHANGE-FROM-OPS> 26,570
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 694
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 16
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 20,334
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 96
<AVERAGE-NET-ASSETS> 98,979
<PER-SHARE-NAV-BEGIN> 307.17
<PER-SHARE-NII> 2.839
<PER-SHARE-GAIN-APPREC> 94.511
<PER-SHARE-DIVIDEND> 0.000
<PER-SHARE-DISTRIBUTIONS> (2.550)
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 401.97
<EXPENSE-RATIO> 0.67
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 1
<NAME> VANCE SANDERS EXCHANGE FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-END> OCT-31-1997
<INVESTMENTS-AT-COST> 44,294
<INVESTMENTS-AT-VALUE> 337,401
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 337,401
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 810
<TOTAL-LIABILITIES> 810
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 44,121
<SHARES-COMMON-STOCK> 631
<SHARES-COMMON-PRIOR> 663
<ACCUMULATED-NII-CURRENT> 163
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (801)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 293,108
<NET-ASSETS> 336,591
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 2,706
<EXPENSES-NET> 132
<NET-INVESTMENT-INCOME> 2,574
<REALIZED-GAINS-CURRENT> 18,653
<APPREC-INCREASE-CURRENT> 63,226
<NET-CHANGE-FROM-OPS> 84,453
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 32
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 66,032
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 132
<AVERAGE-NET-ASSETS> 313,286
<PER-SHARE-NAV-BEGIN> 408.59
<PER-SHARE-NII> 2.710
<PER-SHARE-GAIN-APPREC> 125.660
<PER-SHARE-DIVIDEND> (3.200)
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 533.76
<EXPENSE-RATIO> 0.62
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 104
<NAME> TAX MANAGED GROWTH PORTFOLIO
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-END> OCT-31-1997
<INVESTMENTS-AT-COST> 1,859,931
<INVESTMENTS-AT-VALUE> 2,914,765
<RECEIVABLES> 2,625
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 217
<TOTAL-ASSETS> 2,917,607
<PAYABLE-FOR-SECURITIES> 46,013
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 148
<TOTAL-LIABILITIES> 46,161
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,816,613
<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> 1,054,833
<NET-ASSETS> 2,871,446
<DIVIDEND-INCOME> 21,074
<INTEREST-INCOME> 3,332
<OTHER-INCOME> 0
<EXPENSES-NET> 10,007
<NET-INVESTMENT-INCOME> 14,399
<REALIZED-GAINS-CURRENT> 52,638
<APPREC-INCREASE-CURRENT> 375,109
<NET-CHANGE-FROM-OPS> 442,146
<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> 1,934,646
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 10,007
<AVERAGE-NET-ASSETS> 1,781,153
<PER-SHARE-NAV-BEGIN> 0.00
<PER-SHARE-NII> 0.000
<PER-SHARE-GAIN-APPREC> 0.000
<PER-SHARE-DIVIDEND> 0.000
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 0.00
<EXPENSE-RATIO> 0.56
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
