As filed with the Securities and Exchange Commission on February 27, 1995
1940 Act File No. 811-1339
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
CAPITAL EXCHANGE FUND, INC.
(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)
THOMAS OTIS, Clerk
24 Federal Street, Boston, Massachusetts 02110
(Name and address of agent for service)
Page 1 of pages.
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PART A
INFORMATION REQUIRED IN A PROSPECTUS
Responses to Items 1, 2, 3 and 5(a) 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. 8 to the Registration Statement under the Investment Company
Act of 1940 (the "1940 Act"), File No. 811-1339, which information is
incorporated herein by reference.
Item 5. Management of the Fund
(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 approximately $15
billion. Eaton Vance is a wholly-owned subsidiary of Eaton Vance Corp. ("EVC"),
a publicly-held holding company which through subsidiaries and affiliates is
engaged in investment management and marketing activities, real estate
investment, consulting and management, oil and gas operations, fiduciary and
banking services and development of precious metal properties.
(ii) Pursuant to the Investment Advisory 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 Board of Directors.
(iii) The Registrant pays the adviser a monthly fee of 5/96 of 1%
(equivalent to 5/8 of 1% annually) of the average monthly net assets of the
Registrant throughout the month. The fee for the fiscal year ended October 31,
1994 was $559,424 (equivalent to 5/8 of 1% of Registrant's average net assets
for the year).
<PAGE>
Item 5. Continued
(c) Duncan W. Richardson has acted as the Registrant's portfolio
manager since 1990. Mr. Richardson is a Vice President of Eaton Vance and has
been employed by Eaton Vance since 1987.
(d) Not applicable
(e) The transfer and dividend disbursing agent is The Shareholder
Services Group, Inc., BOS725, P. 0. Box 1559, Boston, Massachusetts 02104.
(f) The Registrant's ratio of expenses to average net assets for the
fiscal year ended October 31, 1994 was 0.76%.
(g) 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. 8 to the Registration Statement under the 1940 Act, File No.
811-1339, 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 1965.
Item 8. Redemption or Repurchase of Registrant's Shares
A shareholder has the right to redeem fund shares by delivering to The
Shareholder Services Group, Inc., BOS725, P. 0. Box 1559, Boston, MA 02104,
either share certificates, or a stock power if no certificates have been issued,
in good order for transfer, with a separate written request for redemption.
Redemption will be made at the net asset value next computed after such
delivery. Good order means that the certificates or stock powers 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 acceptable to The Shareholder Services Group, Inc. In
addition, in some cases, good order may require the furnishing of additional
documents such as where 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.
<PAGE>
Item 8. Continued
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 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 Shareholder Services Group, Inc. 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 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 Directors
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 national 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 the closing bid
prices. Short-term obligations, maturing in sixty days or less, are valued at
amortized cost, which approximates value.
Item 9. Pending Legal Proceeding
Not applicable
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. 8 to the Registration Statement
under the 1940 Act, File No. 811-1339 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
The Registrant's Directors 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 Director and officer is 24 Federal Street, Boston,
Massachusetts, 02110, which is also the address of the Registrant's investment
advisor, Eaton Vance Management ("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 Trustees, Eaton Vance, Inc.
("EV"). Eaton Vance and EV are both wholly-owned subsidiaries of EVC. Those
directors and officers 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(*).
<PAGE>
Item 14. (a) and (b)
(1) (2) (3)
Position Held Principal Occupations
Name and Address with Registrant during Past 5 Years
Landon T. Clay* President & Chairman of the Board and
Age: 68 Director Director of EVC and EV;
Chairman, Eaton Vance,
and BMR
Donald R. Dwight Director President Dwight Partners,
Age: 64 Inc. (since 1988) (a corporate
Clover Mill Lane relations and communications
Lyme, New Hampshire company); Chairman of the
Board of Newspapers of New
England, Inc. (since 1983)
Samuel L. Hayes, III Director Jacob H. Schiff, Professor
Age: 60 of Investment Banking-
Harvard Graduate School of Harvard Graduate School of
Business Administration Business Administration
Soldiers Field Road
Boston, Massachusetts
Peter F. Kiely* Vice President & Vice President, Eaton Vance,
Age: 58 Director (since BMR and EV
12/16/91)
Norton H. Reamer Director President and Director,
Age: 59 United Asset Management
One International Place Corporation, a holding,
Boston, Massachusetts company owning institutional
investment management firms;
Chairman, President and
Director, The Regis Fund, Inc.
(mutual fund); Trustee, Union
College (since January 1990)
John L. Thorndike Director Director, Fiduciary Trust
Age: 68 Company
175 Federal Street
Boston, Massachusetts
Jack L. Treynor Director Investment Adviser and
Age: 64 Consultant
504 Via Almar
Palos Verdes Estates,
California
<PAGE>
Item 14. (a) and (b) Continued
(1) (2) (3)
Position Held Principal Occupations
Name and Address with Registrant during Past 5 Years
James B. Hawkes* Vice President Executive Vice President
Age: 53 and Director, EVC and EV;
Executive Vice President
of Eaton Vance and BMR
Duncan W. Richardson* Vice President Vice President, Eaton
Age: 38 Vance, EV and BMR
Thomas Otis* Clerk Vice President and
Age: 63 Secretary, EVC, Eaton
Vance EV and BMR
James L. O'Connor* Treasurer Vice President, Eaton
Age: 49 Vance, EV and BMR
Janet E. Sanders* Assistant Treasurer Vice President, Eaton
Age: 59 & Assistant Clerk Vance, EV and BMR
(since 2/26/90)
James F. Alban* Assistant Treasurer Assistant Vice President,
Age: 33 (since 12/16/91) Eaton Vance and EV
(since 1/17/92) and
BMR (since 8/11/92;
employee of Eaton
Vance (since 9/23/91);
Tax Consultant and Audit
Senior with Deloitte &
Touche LLP (1987-1991)
Messrs. Thorndike (Chairman), Hayes and Reamer are members of the
Special Committee of the Board of Directors of the Registrant. The Special
Committee's functions include a continuous review of the Registrant's investment
advisory agreement with the investment adviser, making recommendations to the
Board regarding the compensation of those Directors who are not members of the
investment adviser's organization, and making recommendations to the Board
regarding candidates to fill vacancies, as and when they occur, in the ranks of
those Directors who are not "interested persons" of the Registrant or the
investment adviser.
Messrs. Treynor (Chairman) and Dwight are members of the Audit
Committee of the Board of Directors. The Audit Committee's functions include
making recommendations to the Board regarding the selection of the independent
public accountants, and reviewing with such accountants and the Treasurer of the
Registrant matters relative to accounting and auditing practices and procedures,
accounting records, internal accounting controls, and the functions performed by
the custodian, transfer agent and dividend disbursing agent of the Registrant.
<PAGE>
Item 14. (c)
The fees and expenses of the Directors of the Fund who are not members of
the Eaton Vance organization are paid by the Fund. During the fiscal year ended
October 31, 1994, Directors of the Fund earned the following compensation in
their capacities as Directors from the Fund, and during the year ended December
31, 1994, received the following compensation in their capacities as Directors
and/or Trustees of the other funds in the Eaton Vance fund complex:
Aggregate Retirement
Compensation Benefit Accrued Total Compensation
Name from Fund from Fund Complex from Fund Complex(1)
Donald R.
Dwight $ 1,165 $8,750 $135,000
Samuel L.
Hayes, III 1,223 8,865 142,500
Norton H.
Reamer 1,239 -0- 135,000
John L.
Thorndike 1,302 -0- 140,000
Jack L.
Treynor 1,238 -0- 140,000
(1) The Eaton Vance fund complex consists of 201 registered investment
companies or series thereof.
Directors of the Fund that are not affiliated with the Investment Adviser
may elect to defer receipt of all or a percentage of their annual fees in
accordance with the terms of a Deferred Compensation Plan (the "Plan"). Under
the Plan, an eligible Director may elect to have his deferred fees invested by
the Fund in the shares of one or more funds in the Eaton Vance Family of Funds,
and the amount paid to the Directors under the Plan will be determined based
upon the performance of such investments. Deferral of Directors' fees in
accordance with the Plan will have a negligible effect on a Fund's assets,
liabilities, and net income per share, and will not obligate the Fund to retain
the services of any Director or obligate the Fund to pay any particular level of
compensation to the Director.
Item 15. Control Persons and Principal Holders of Securities
(a) Not applicable
(b) As of January 31, 1995, the Directors and officers of the Fund,
as a group, owned in the aggregate less than 1% of the outstanding shares of the
Registrant. To the knowledge of the Registrant no person of record or
beneficially owns 5% or more of its stock, except the following shareholders who
owned of record the percentages of outstanding shares indicated after their
names as of January 31, 1995: Patterson & Co., Philadelphia, PA (10.8%);
Leonard G. Carpenter, C. Curtis Lee and David R. Brink, Trustees U/A dated
11/16/79 Geraldine K. Carpenter Living Trust, Wayzata, MN (9.3%); and Arthur F.
Albert, Trustee Arthur F. Albert Trust U/A dated 10/3/78, Glenview, IL (6.1%).
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 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 approximately $15 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 January 31, 1995, Messrs. Clay,
Gardner and Hawkes each owned 24% of such voting trust receipts. Messrs.
Rowland and Brigham owned 15% and 13%, respectively, of such voting trust
receipts. Messrs. Clay, Hawkes and Otis, who are officers or Directors of the
Registrant, are members of the EVC, Eaton Vance, BMR and EV organizations. Mr.
Kiely who is an officer and a Director of the Registrant, is also a member of
the Eaton Vance, BMR and EV organizations. Messrs. Alban, Richardson and
O'Connor, and Ms. Sanders who are officers of the Registrant, are also members
of the Eaton Vance, BMR and EV organizations. See Item 14.
(iii) No change from the information set forth in Item 16(a)(iii)
of Form N-1A, filed as Amendment No. 8 to the Registration Statement under the
1940 Act, File No. 811-1339, which information is incorporated herein by
reference.
(A) The management fees paid by the Registrant for the fiscal years
ended
October 31, 1994, 1993 and 1992 were $559,424, $556,564 and $550,441,
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. 8 to the Registration Statement under the 1940 Act,
File No. 811-1339, which information is incorporated herein by reference.
(c)(d)(e)(f) and (g) Not applicable
(h) and (i) Investors Bank & Trust Company ("IBT"), 24 Federal
Street, Boston, Massachusetts, (a 77.3% owned subsidiary of EVC) has been the
custodian of the Registrant since 1985. IBT has custody of all cash and
Item 16. Continued
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 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. 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 invstment
company's average daily collected balances for the week. In view of the
ownership of EVC in IBT, the Registrant is treated as a self-custodian pursuant
to Rule 17f-2 under the 1940 Act, and the Registrant's investments held by IBT
as custodian are thus subject to additional examinations by the Registrant's
independent certified public accountants as called for by such Rule. For the
fiscal year ended October 31, 1994, IBT was paid $49,061.
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 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.
Item 17. Continued
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.
Item 17. Continued
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 October 31, 1994, 1993 and 1992,
the Registrant paid brokerage commissions of $5,058, $4,102 and $300,
respectively, on portfolio security transactions. Of the total brokerage
commission of $5,058, $4,102, and $300, respectively, paid during the fiscal
years ended October 31, 1994, 1993, and 1992, approximately $3,857, $4,102 and
$300, respectively, was paid in respect of portfolio security transactions
aggregating approximately $2,259,497, $2,814,711 and $235,000, 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. 8 to the Registration Statement under the 1940 Act,
File No. 811-1339, 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. 8 to the Registration Statement under the 1940 Act, File
No. 811-1339, which information is incorporated herein by reference.
(b) The net asset value of each share of the Registrant outstanding
is determined by the Board of Directors 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 Board of
Directors or its delegate may determine. The Board of Directors 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 Exchange. The Board of Directors 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
Item 19. Continued
the market value of representative or selected securities or in recognized
market averages or in other standard market data since the last determination.
The Board of Directors 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 Board of
Directors 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 Board of Directors 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 Board of
Directors or its delegate. In appraising the liabilities of the Corporation the
Board of Directors 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 Board of
Directors or any duly authorized committee thereof. All determinations of net
asset value and appraisals of assets and liabilities made in good faith by the
Board of Directors or its delegate shall be binding and conclusive upon all
stockholders 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) and (d) Not applicable
Item 20. Tax Status
Under the provisions of Subchapter M of the Internal Revenue Code, an
investment company, such as the Registrant, which distributes to its
shareholders for any year substantially all of its net investment income pays no
federal income or excise taxes on such income as to that year. The Registrant
met the requirements of Subchapter M for the taxable year ended October 31, 1994
and intends to meet such requirement for the taxable year ending October 31,
1995.
Dividends from net investment income are paid at least quarterly.
These dividends are paid in shares of the Registrant computed at net asset
value, subject to an option to each shareholder to elect to be paid in cash.
Such dividends from net investment income are taxable to the shareholders at
Item 20. Continued
ordinary income rates for federal income tax purposes.
Net realized long-term capital gains are normally retained by the
Registrant, and the Registrant pays the federal tax thereon on behalf of
shareholders. When this is done the shareholder includes in his personal income
tax return his proportionate share of such gains, 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.
The Registrant currently plans to continue to pay dividends at least
quarterly from its net investment income and retain realized net long-term
capital gains as outlined above. However, Registrant reserves the right, in its
discretion, to distribute such capital gains in shares of the Registrant at net
asset value, or at the option of each shareholder, in cash.
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
CAPITAL EXCHANGE FUND, INC.
OCTOBER 31, 1994
(UNAUDITED)
INVESTMENT CHANGES -- SIX MONTHS ENDED OCTOBER 31, 1994
- ---------------------------------------------------------------------------
SHARES OWNED
DECREASES<F1> APR 30 OCT 31
- ---------------------------------------------------------------------------
Albertson's, Inc. 192,048 180,328
- ---------------------------------------------------------------------------
Bristol-Myers Squibb Co. 48,430 32,590
- ---------------------------------------------------------------------------
Dexter Corp. 73,549 64,019
- ---------------------------------------------------------------------------
Dun & Bradstreet Corp. 38,878 31,968
- ---------------------------------------------------------------------------
Johnson & Johnson 82,260 81,150
- ---------------------------------------------------------------------------
Reuters Holdings PLC, ADR 65,000 58,420
OTHER CHANGES SHARES
- ---------------------------------------------------------------------------
Lehman Brothers Holding Inc. in a 1 per 5
spinoff from American Express Co.
11,359
- ---------------------------------------------------------------------------
<F1>Includes investments paid-in kind on redemptions.
<PAGE>
CAPITAL EXCHANGE FUND, INC.
PORTFOLIO OF INVESTMENTS
OCTOBER 31, 1994
- --------------------------------------------------------------------------
COMMON STOCKS - 98.9%
- --------------------------------------------------------------------------
NAME OF COMPANY SHARES VALUE
- --------------------------------------------------------------------------
ADVERTISING - 2.4%
Interpublic Group Cos. 66,000 $ 2,178,000
-----------
AEROSPACE - 1.9%
Boeing Co. 39,450 $ 1,730,869
-----------
AIR TRANSPORTATION - 0.5%
Flightsafety International, Inc. 12,000 $ 484,500
-----------
BUSINESS PRODUCTS AND SERVICES - 8.4%
Lotus Development Corp.<F1> 45,000 $ 1,721,250
Manpower Inc. 110,000 3,203,750
Reuters Holdings PLC, ADR 58,420 2,753,043
-----------
$ 7,678,043
-----------
CONSTRUCTION AND REAL ESTATE - 3.1%
Dover Corp. 50,790 $ 2,818,845
-----------
CONSUMER PRODUCTS - 5.3%
Anheuser-Busch Cos., Inc. 35,820 $ 1,817,865
Procter & Gamble Co. 48,000 3,000,000
-----------
$ 4,817,865
-----------
COSMETICS AND TOILETRIES - 4.2%
International Flavors & Fragrances, Inc. 88,101 $ 3,865,431
-----------
DRUGS & MEDICAL - 13.4%
Bristol-Myers Squibb Co. 32,590 $ 1,902,441
Johnson & Johnson 81,150 4,432,819
Merck & Co., Inc. 56,385 2,015,764
Pfizer Inc. 36,476 2,703,783
SmithKline Beecham PLC 37,520 1,144,360
-----------
$12,199,167
-----------
ELECTRONICS - 16.8%
AMP Inc. 45,000 $ 3,403,125
Hewlett-Packard Co. 42,990 4,202,272
Intel Corp. 55,124 3,424,578
Raytheon Co. 40,000 2,550,000
Texas Instruments Inc. 24,000 1,797,000
-----------
$15,376,975
-----------
<PAGE>
- --------------------------------------------------------------------------
COMMON STOCKS (Continued)
- --------------------------------------------------------------------------
NAME OF COMPANY SHARES VALUE
- --------------------------------------------------------------------------
FINANCIAL SERVICES - 4.1%
American Express Co. 56,798 $ 1,746,539
Lehman Brothers Holdings Inc. 11,359 176,065
Marsh & McLennan Cos., Inc. 24,000 1,800,000
-----------
$ 3,722,604
-----------
FOOD PROCESSING - 1.5%
McCormick & Co., Inc., Nonvoting 68,400 $ 1,350,900
-----------
FOREST PRODUCTS - 3.2%
Kimberly-Clark Corp. 57,310 $ 2,951,465
-----------
INSTRUMENTATION AND CONTROLS - 2.0%
Dionex Corp.<F1> 50,000 $ 1,850,000
-----------
INSURANCE - 3.5%
American International Group Inc. 33,750 $ 3,159,844
-----------
MACHINERY AND EQUIPMENT - 6.1%
Dexter Corp. 64,019 $ 1,320,392
Goulds Pumps, Inc. 78,830 1,724,406
Tecumseh Products Co. Class B 13,320 626,040
Tecumseh Products Co. Class A 39,960 1,938,060
-----------
$ 5,608,898
-----------
PETROLEUM - 3.8%
Atlantic Richfield Co. 6,880 $ 745,620
Exxon Corp. 43,776 2,752,416
-----------
$ 3,498,036
-----------
PETROLEUM SERVICES AND EQUIPMENT - 2.8%
Schlumberger Ltd. 42,819 $ 2,515,616
-----------
PHOTOGRAPHIC PRODUCTS - 2.0%
Eastman Kodak Co. 37,181 $ 1,789,336
-----------
PUBLISHING AND PRINTING - 4.1%
Dun & Bradstreet Corp. 31,968 $ 1,874,124
Harcourt General, Inc. 50,000 1,850,000
-----------
$ 3,724,124
-----------
<PAGE>
- --------------------------------------------------------------------------
COMMON STOCKS (Continued)
- --------------------------------------------------------------------------
NAME OF COMPANY SHARES VALUE
- --------------------------------------------------------------------------
RETAIL - 9.8%
Albertson's, Inc. 180,328 $ 5,409,840
Wal-Mart Stores, Inc. 148,700 3,494,450
-----------
$ 8,904,290
-----------
TOTAL COMMON STOCKS
(IDENTIFIED COST,$16,369,226) $90,224,808
-----------
- --------------------------------------------------------------------------
FACE AMOUNT
(000 OMITTED)
- --------------------------------------------------------------------------
SHORT-TERM OBLIGATIONS - 1.0%
- --------------------------------------------------------------------------
Ford Motor Credit Corp.,
4.72% due 11/01/94 $900 $ 900,000
Salomon Brothers Inc. Repurchase
Agreement, dated 10/31/94 due
11/01/94 to pay $52,080<F2> 52,080
-----------
TOTAL SHORT-TERM OBLIGATIONS,
AT AMORTIZED COST $ 952,080
-----------
TOTAL INVESTMENTS
(IDENTIFIED COST, $17,321,306) -99.9% $91,176,888
Other Assets, less Liabilities -0.1% 112,176
-----------
NET ASSETS - 100% $91,289,064
-----------
-----------
<F1>Non-income producing security.
<F2>The repurchase agreement is fully collateralized by
U.S.Treasury Notes, 11.25%, 2/15/15
See notes to financial statements
<PAGE>
FINANCIAL STATEMENTS
STATEMENT OF ASSETS AND LIABILITIES
- ------------------------------------------------------------------------------
October 31, 1994
- ------------------------------------------------------------------------------
ASSETS:
Investments, at value (Note 1A) (identified cost,
$17,321,306) $91,176,888
Cash 881
Receivable for investments sold 243,661
Dividends receivable 120,157
-----------
Total assets $91,541,587
LIABILITIES:
Payable for capital stock redeemed $244,838
Payable to affiliates --
Custodian fee 2,362
Directors' fees 512
Accrued expenses 4,811
--------
Total liabilities 252,523
-----------
NET ASSETS for 516,910 shares of capital stock outstanding $91,289,064
-----------
-----------
SOURCES OF NET ASSETS:
Accumulated net realized gain on investment
transactions (computed on the basis of
identified cost), less the excess of cost of
capital stock redeemed over proceeds from
sales of capital stock (including shares
issued to shareholders electing to receive
payment of distributions in capital stock) $25,709,294
Unrealized appreciation of investments (computed on
the basis of identified cost) 73,855,582
Provision for federal tax on undistributed net
realized long-term capital gain (8,324,465)
Undistributed net investment income 48,653
-----------
Total $91,289,064
-----------
-----------
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE
($91,289,064 / 516,910 shares of capital stock outstanding) $176.61
------
------
See notes to financial statements
<PAGE>
STATEMENT OF OPERATIONS
- ------------------------------------------------------------------------------
Year Ended October 31, 1994
- ------------------------------------------------------------------------------
INVESTMENT INCOME:
Income --
Dividends $1,978,690
Interest 36,685
----------
Total income $2,015,375
Expenses --
Investment adviser fee (Note 4) $ 559,424
Compensation of Directors not members of the
Investment Adviser's organization 6,174
Custodian fees (Note 4) 49,061
Legal and accounting services 25,496
Printing and postage 20,636
Transfer and dividend disbursing agent fees 15,625
Miscellaneous 5,118
----------
Total expenses 681,534
----------
Net investment income $1,333,841
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments, computed on
the basis of identified cost ($12,231 net gain
as computed for federal income tax purposes) $4,135,350
Increase in unrealized appreciation of investments 2,100,381
----------
Net realized and unrealized gain on
investments 6,235,731
----------
Net increase in net assets from operations $7,569,572
----------
----------
See notes to financial statements
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS
- ------------------------------------------------------------------------------
YEAR ENDED OCTOBER 31,
-------------------------
1994 1993
----------- -----------
INCREASE (DECREASE) IN NET ASSETS:
From operations --
Net investment income $ 1,333,841 $ 1,295,606
Net realized gain on investments 4,135,350 4,414,401
Increase in unrealized appreciation of
investments 2,100,381 880,587
----------- -----------
Increase in net assets from operations $ 7,569,572 $ 6,590,594
Undistributed net investment income included in
net asset value of shares
redeemed and issued -- (5,468)
Distributions to shareholders --
From net investment income (1,319,653) (1,414,378)
From net realized gain on investments (81,369) --
Provision for federal tax on undistributed net
realized long-term gain (Note 1B) -- (264,828)
Net decrease from capital stock transactions
(exclusive of amounts allocated to
net investment income) (4,472,337) (3,944,681)
----------- -----------
Net increase in net assets $ 1,696,213 $ 961,239
NET ASSETS:
At beginning of year 89,592,851 88,631,612
----------- -----------
At end of year (including undistributed net
investment income of $48,653
and $34,465, respectively) $91,289,064 $89,592,851
----------- -----------
----------- -----------
See notes to financial statements
<PAGE>
FINANCIAL HIGHLIGHTS
- ------------------------------------------------------------------------------
YEAR ENDED OCTOBER 31,
-------------------------------------------------------
1994 1993 1992 1991 1990
-------- -------- -------- -------- --------
NET ASSET VALUE,
beginning of year $164.860 $156.030 $142.810 $106.030 $112.910
-------- -------- -------- -------- --------
INCOME FROM
OPERATIONS:
Net investment
income $ 2.521 $ 2.334 $ 2.178 $ 2.181 $ 2.339
Net realized and
unrealized gain
(loss) on
investments 11.869 9.533 13.332 36.949 (6.769)
-------- -------- -------- -------- --------
Total income
(loss) from
operations $ 14.390 $ 11.867 $ 15.510 $ 39.130 $ (4.430)
-------- -------- -------- -------- --------
LESS DISTRIBUTIONS:
From net
investment income $ (2.490) $ (2.550) $ (2.130) $ (2.350) $ (2.450)
From net realized
gain on investments (0.150) -- (0.160) -- --
-------- -------- -------- -------- --------
Total
distributions $ (2.640) $ (2.550) $ (2.290) $ (2.350) $ (2.450)
-------- -------- -------- -------- --------
Provision for
federal tax on
undistributed
net realized
long-term gain
(Note 1B) $ -- $ (0.487) $ -- $ -- $ --
-------- -------- -------- -------- --------
NET ASSET VALUE, end
of year $176.610 $164.860 $156.030 $142.810 $106.030
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
TOTAL RETURN 8.80% 7.33% 10.94% 37.13% (4.05)%
RATIOS/SUPPLEMENTAL
DATA:
Net assets, end of
year (000's omitted) $ 91,289 $ 89,593 $ 88,632 $ 86,148 $ 66,528
Ratio of expenses
to average net assets 0.76% 0.78% 0.78% 0.79% 0.86%
Ratio of net
investment income to
average
net assets 1.49% 1.46% 1.44% 1.64% 2.05%
PORTFOLIO TURNOVER 2% 2% 0% 3% 4%
See notes to financial statements
<PAGE>
(1) SIGNIFICANT ACCOUNTING POLICIES
The Fund is registered under the Investment Company Act of 1940, as amended, as
a diversified, open-end, management investment company. The following is a
summary of significant accounting policies consistently followed by the Fund in
the preparation of its financial statements. The policies are in conformity with
generally accepted accounting principles.
A. INVESTMENT VALUATIONS -- 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.
B. FEDERAL TAXES -- The Fund's policy is to comply with the provisions of the
Internal Revenue Code available to regulated investment companies and to
distribute to shareholders each year all of its taxable income from dividends,
interest and net realized short-term capital gain. Accordingly, no provision for
federal income or excise tax is necessary on such income. The Fund generally
designates as undistributed any taxable net realized long-term gain (but
reserves the right to distribute such gain in any year) and pays the federal tax
thereon on behalf of shareholders. Provision for such tax is recorded on the
Fund's records on the last business day of the Fund's fiscal year because the
Internal Revenue Code provides that such tax is allocated among shareholders of
record on that date.
C. EQUALIZATION -- Prior to November 1, 1993, the Fund followed the accounting
practice known as equalization by which a portion of the proceeds from the sales
and costs of redemptions of Fund shares was allocated to undistributed net
investment income. As of November 1, 1993, the Fund discontinued the use of
equalization. This change had no effect on the Fund's net assets, net asset
value per share, or its net increase in net assets from operations.
Discontinuing the use of equalization will result in a simpler and more
meaningful financial statement presentation.
D. OTHER -- Investment transactions are accounted for on a trade date basis.
Dividend income and dividends to shareholders are recorded on the ex-dividend
date.
E. DISTRIBUTIONS -- Generally accepted accounting principles require that
differences in the recognition or classification of income between the financial
statements and tax earnings and profits which result in temporary
over-distributions for financial statement purposes, are classified as
distributions in excess of net investment income or accumulated net realized
gains.
- ------------------------------------------------------------------------------
(2) CAPITAL STOCK
At October 31, 1994, there were 4,000,000 shares of $1.00 par value capital
stock authorized. Transactions in capital stock were as follows:
YEAR ENDED OCTOBER 31,
-----------------------------------------------
1994 1993
----------------------- ----------------------
SHARES AMOUNT SHARES AMOUNT
------ ------ ------ ------
Redemptions (28,431) $(4,795,769) (26,131) $(4,190,319)
Issued to shareholders
electing to receive payment
of dividends in capital stock 1,907 323,432 1,517 245,638
------- ----------- ------- -----------
Net decrease (26,524) $(4,472,337) (24,614) $(3,944,681)
------- ----------- ------- -----------
------- ----------- ------- -----------
<PAGE>
- ------------------------------------------------------------------------------
(3) INVESTMENT TRANSACTIONS
Purchases and sales of investments, other than short-term obligations,
aggregated $1,651,790 and $1,412,947, respectively. In addition, investments
having an aggregate market value of $4,535,961 at dates of redemption were
distributed in payment for capital stock redeemed.
- ------------------------------------------------------------------------------
(4) INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The investment adviser fee, computed at the monthly rate of 5/96 of 1% ( 5/8 of
1% annually) of the Fund's average monthly net assets, was paid to Eaton Vance
Management (EVM) as compensation for management and investment advisory services
rendered to the Fund. Except as to directors of the Fund who are not members of
EVM's organization, officers and directors receive remuneration for their
services to the Fund out of such investment adviser fee. The custodian fee was
paid to Investors Bank & Trust Company (IBT), an affiliate of EVM, for its
services as custodian of the Fund. Pursuant to the custodian agreement, IBT
receives a fee reduced by credits which are determined based on the average
daily cash balances the Fund maintains with IBT. Certain of the officers and
directors of the Fund are officers and directors/trustees of the above
organizations.
- ------------------------------------------------------------------------------
(5) LINE OF CREDIT
The Fund participates with other funds managed by EVM in a $120 million
unsecured line of credit agreement with a bank. The line of credit consists of a
$20 million committed facility and a $100 million discretionary facility.
Borrowings will be made by the Fund solely to facilitate the handling of unusual
and/or unanticipated short-term cash requirements. Interest is charged to each
fund based on its borrowings at an amount above either the bank's adjusted
certificate of deposit rate, a variable adjusted certificate of deposit rate, or
a federal funds effective rate. In addition, a fee computed at an annual rate of
1/4 of 1% on the $20 million committed facility and on the daily unused portion
of the $100 million discretionary facility is allocated among the participating
funds at the end of each quarter. The Fund did not have any significant
borrowings or allocated fees during the year.
- ------------------------------------------------------------------------------
(6) FEDERAL INCOME TAX BASIS OF INVESTMENTS
The cost and unrealized appreciation/depreciation in value of the investments
owned at October 31, 1994, as computed on a federal income tax basis, are as
follows:
Aggregate cost $17,321,306
-----------
-----------
Gross unrealized appreciation $73,855,582
Gross unrealized depreciation --
-----------
Net unrealized appreciation $73,855,582
-----------
-----------
<PAGE>
INDEPENDENT AUDITORS' REPORT
- ------------------------------------------------------------------------------
To the Board of Directors and Shareholders of
Capital Exchange Fund, Inc.:
We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Capital Exchange Fund, Inc. as of October 31,
1994, and the related statement of operations for the year then ended, the
statement of changes in net assets for the years ended October 31, 1994 and
1993, and the financial highlights for each of the years in the five-year period
ended October 31, 1994. These financial statements and financial highlights are
the responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned at October
31, 1994, by correspondence with the custodian. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Capital Exchange
Fund, Inc. at October 31, 1994, the results of its operations, the changes in
its net assets, and its financial highlights for the respective stated periods,
in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
December 1, 1994
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) INCLUDED IN ITEM 23 OF THE REGISTRANT'S STATEMENT OF ADDITIONAL
INFORMATION
(Form N-1A, Part B):
Portfolio of Investments, October 31, 1994
Statement of Assets and Liabilities, October 31, 1994
Statement of Operations For The Year Ended October 31, 1994
Statement of Changes In Net Assets For Each of The Two Years In The
Period Ended October 31, 1994
Financial Highlights For Each of The Five Years In the Period Ended
October 31, 1994
(b) Exhibits:
(1) Articles of Organization Filed as Exhibit No. 1.1 to Post-
incorporating all Effective Amendment No. 7 to
amendements to date Registration Statement on
and currently in Form N-1, File No. 811-1339 and
effect incorporated herein by reference.
(2) By-Laws incorporating all Filed as Exhibit No. 2 to Post-
amendments to date and Effective Amendment No. 7 to
currently in effect Registration Statement on Form
N-1, File No. 811-1339 and
incorporated herein by reference.
(3) Not Applicable
(4) Specimen of each security Filed as Exhibit No. 4a to
issued by the Registrant Post-Effective Amendment No. 6 to
Registration Statement on Form
N-1, File No. 811-1339 and
incorporated herein by
reference.
<PAGE>
Item 24. (b) Continued
(5) Investment Advisory Filed as Exhibit No. 5
Agreement with Eaton Vance to Post-Effective Amendment
Management dated No. 14 to Registration Statement
November 1, 1990 on Form N-1A, File No. 811-1339 and
incorporated herein by reference.
(6) Not Applicable
(7) Not Applicable
(8) Custodian Agreement dated Filed as Exhibit No. 8 to
December 17, 1990 Post-Effective Amendment
No. 15 to Registration
Statement on Form
N-1A, File No. 811-1339 and
incorporated herein by
reference.
(9) Not Applicable
(10) Legal Opinion of Gaston, Filed as Exhibit No. 9B to
Snow, Motley & Holt, dated Amendment No. 4 to
February 14, 1966 Registration Statement on
Form S-5, File No. 2-24149 and
and incorporated herein
by reference.
(11) Auditors' Consent Attached as Exhibit No. 11
(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
Item 26. Number of Holders of Securities
(1) (2)
Number of Record
Title of Class Holders
Capital Stock 333
$1.00 par value as of January 31, 1995
Item 27. Indemnification
No change from the information set forth in Item 27 of Form N-1A,
filed as Post-Effective amendment No. 8 to the Registration Statement under the
1940 Act, File No. 811-1339, which information is incorporated herewith by
reference.
Item 28. Business and Other Connections of Investment Adviser
In addition to Eaton Vance acting as investment adviser to the Fund,
Eaton Vance or BMR also act as investment adviser under other agreements for the
following investment companies and also various individual and institutional
clients, with combined assets under management of approximately $15 billion.
Such investment companies are:
Alabama Tax Free Portfolio
Arizona Tax Free Portfolio
Arkansas Tax Free Portfolio
California Limited Maturity Tax Free Portfolio
California Tax Free Portfolio
Capital Exchange Fund, Inc.
Cash Management Portfolio
Colorado Tax Free Portfolio
Connecticut Limited Maturity Tax Free Portfolio
Connecticut Tax Free Portfolio
Depositors Fund of Boston, Inc.
Diversification Fund, Inc.
EV Marathon Gold & Natural Resources Fund
Eaton Vance Equity-Income Trust
Eaton Vance Income Fund of Boston
Eaton Vance Municipal Bond Fund L.P.
Eaton Vance Prime Rate Reserves
Eaton Vance Short-Term Treasury Fund
Eaton Vance Tax Free Reserves
Emerging Markets Portfolio
Florida Insured Tax Free Portfolio
Fiduciary Exchange Fund, Inc.
Florida Limited Maturity Tax Free Portfolio
Florida Tax Free Portfolio
Georgia Tax Free Portfolio
Government Obligations Portfolio
Greater China Growth Portfolio
Growth Portfolio
Hawaii Tax Free Portfolio
High Income Portfolio
Investors Portfolio
Kansas Tax Free Portfolio
Kentucky Tax Free Portfolio
Louisiana Tax Free Portfolio
Maryland Tax Free Portfolio
Massachusetts Limited Maturity Tax Free Portfolio
Massachusetts Tax Free Portfolio
Michigan Limited Maturity Tax Free Portfolio
Michigan Tax Free Portfolio
Minnesota Tax Free Portfolio
Missouri Tax Free Portfolio
Mississippi Tax Free Portfolio
National Limited Maturity Tax Free Portfolio
National Municipals Portfolio
New Jersey Limited Maturity Tax Free Portfolio
New Jersey Tax Free Portfolio
New York Limited Maturity Tax Free Portfolio
New York Tax Free Portfolio
Item 28. Continued
North Carolina Tax Free Portfolio
Ohio Limited Maturity Tax Free Portfolio
Ohio Tax Free Portfolio
Oregon Tax Free Portfolio
Pennsylvania Limited Maturity Tax Free Portfolio
Pennsylvania Tax Free Portfolio
Rhode Island Tax Free Portfolio
Second Fiduciary Exchange Fund, Inc.
Short-Term Income Portfolio
South Asia Portfolio
South Carolina Tax Free Portfolio
Special Investment Portfolio
Stock Portfolio
Tennessee Tax Free Portfolio
Texas Tax Free Portfolio
Total Return Portfolio
The Exchange Fund of Boston, Inc.
Vance, Sanders Exchange Fund (A California Limited Partnership)
Virginia Tax Free Portfolio
West Virginia Tax Free Portfolio
Eaton Vance owns all of the stock of Eaton Vance Distributors, Inc., which acts
as principal underwriter for:
EV Classic Alabama Tax Free Fund
EV Classic Arizona Tax Free Fund
EV Classic Arkansas Tax Free Fund
EV Classic California Limited Maturity Tax Free Fund
EV Classic California Municipals Fund
EV Classic Colorado Tax Free Fund
EV Classic Connecticut Limited Maturity Tax Free Fund
EV Classic Connecticut Tax Free Fund
EV Classic Florida Insured Tax Free Fund
EV Classic Florida Limited Maturity Tax Free Fund
EV Classic Florida Tax Free Fund
EV Classic Georgia Tax Free Fund
EV Classic Government Obligations Fund
EV Classic Greater China Growth Fund
EV Classic Growth Fund
EV Classic Hawaii Tax Free Fund
EV Classic High Income Fund
EV Classic Investors Fund
EV Classic Kansas Tax Free Fund
EV Classic Kentucky Tax Free Fund
EV Classic Louisiana Tax Free Fund
EV Classic Maryland Tax Free Fund
EV Classic Massachusetts Limited Maturity Tax Free Fund
EV Classic Massachusetts Tax Free Fund
EV Classic Michigan Limited Maturity Tax Free Fund
EV Classic Michigan Tax Free Fund
EV Classic Minnesota Tax Free Fund
EV Classic Mississippi Tax Free Fund
EV Classic Missouri Tax Free Fund
EV Classic National Limited Maturity Tax Free Fund
EV Classic National Municipals Fund
EV Classic New Jersey Limited Tax Free Fund
EV Classic New Jersey Tax Free Fund
EV Classic New York Limited Maturity Tax Free Fund
EV Classic New York Tax Free Fund
EV Classic North Carolina Tax Free Fund
EV Classic Ohio Limited Maturity Tax Free Fund
Item 28. Continued
EV Classic Ohio Tax Free Fund
EV Classic Oregon Tax Free Fund
EV Classic Pennsylvania Limited Maturity Tax Free Fund
EV Classic Pennsylvania Tax Free Fund
EV Classic Rhode Island Tax Free Fund
EV Classic Short-Term Strategic Income Fund
EV Classic South Carolina Tax Free Fund
EV Classic Special Equities Fund
EV Classic Stock Fund
EV Classic Tennessee Tax Free Fund
EV Classic Texas Tax Free Fund
EV Classic Total Return Trust
EV Classic Virginia Tax Free Fund
EV Classic West Virginia Tax Free Fund
EV Marathon Alabama Tax Free Fund
EV Marathon Arizona Limited Maturity Tax Free Fund
EV Marathon Arizona Tax Free Fund
EV Marathon Arkansas Tax Free Fund
EV Marathon California Limited Maturity Tax Free Fund
EV Marathon California Municipals Fund
EV Marathon Colorado Tax Free Fund
EV Marathon Connecticut Tax Free Fund
EV Marathon Emerging Markets Fund
Eaton Vance Equity-Income Trust
EV Marathon Florida Insured Tax Free Fund
EV Marathon Florida Limited Maturity Tax Free Fund
EV Marathon Florida Tax Free Fund
EV Marathon Georgia Tax Free Fund
EV Marathon Gold & Natural Resources Fund
EV Marathon Government Obligations Fund
EV Marathon Greater China Growth Fund
EV Marathon Greater India Fund
EV Marathon Growth Fund
EV Marathon Hawaii Tax Free Fund
EV Marathon High Income Fund
EV Marathon Investors Fund
EV Marathon Kansas Tax Free Fund
EV Marathon Kentucky Tax Free Fund
EV Marathon Louisiana Tax Free Fund
EV Marathon Maryland Tax Free Fund
EV Marathon Massachusetts Limited Maturity Tax Free
EV Marathon Massachusetts Tax Free Fund
EV Marathon Michigan Limited Maturity Tax Free Fund
EV Marathon Michigan Tax Free Fund
EV Marathon Minnesota Tax Free Fund
EV Marathon Mississippi Tax Free Fund
EV Marathon Missouri Tax Free Fund
EV Marathon National Limited Maturity Tax Free Fund
EV Marathon National Municipals Fund
EV Marathon New Jersey Limited Maturity Tax Free Fund
EV Marathon New Jersey Tax Free Fund
EV Marathon New York Limited Maturity Tax Free Fund
EV Marathon New York Tax Free Fund
EV Marathon North Carolina Limited Maturity Tax Free Fund
EV Marathon North Carolina Tax Free Fund
EV Marathon Ohio Limited Maturity Tax Free Fund
EV Marathon Ohio Tax Free Fund
EV Marathon Oregon Tax Free Fund
EV Marathon Pennsylvania Limited Maturity Tax Free Fund
EV Marathon Pennsylvania Tax Free Fund
EV Marathon Rhode Island Tax Free Fund
Item 28. Continued
EV Marathon Short-Term Strategic Income Fund
EV Marathon South Carolina Tax Free Fund
EV Marathon Special Equities Fund
EV Marathon Stock Fund
EV Marathon Tennessee Tax Free Fund
EV Marathon Texas Tax Free Fund
EV Marathon Total Return Fund
EV Marathon Virginia Limited Maturity Tax Free Fund
EV Marathon Virginia Tax Free Fund
EV Marathon West Virginia Tax Free Fund
EV Traditional California Municipals Fund
EV Traditional Connecticut Tax Free Fund
EV Traditional Emerging Markets Fund
EV Traditional Florida Insured Tax Free Fund
EV Traditional Florida Limited Maturity Tax Free Fund
EV Traditional Florida Tax Free Fund
EV Traditional Government Obligations Fund
EV Traditional Greater China Growth Fund
EV Traditional Greater India Fund
EV Traditional Growth Fund
Eaton Vance Income Fund of Boston
EV Traditional Investors Fund
Eaton Vance Municipal Bond Fund L.P.
EV Traditional National Limited Maturity Tax Free Fund
EV Traditional National Municipals Fund
EV Traditional New Jersey Tax Free Fund
EV Traditional New York Limited Maturity Tax Free Fund
EV Traditional New York Tax Free Fund
EV Traditional Pennsylvania Tax Free Fund
EV Traditional Special Equities Fund
EV Traditional Stock Fund
EV Traditional Total Return Fund
Eaton Vance Cash Management Fund
Eaton Vance Liquid Assets Trust
Eaton Vance Prime Rate Reserves
Eaton Vance Short-Term Treasury Fund
Eaton Vance Tax Free Reserves
Massachusetts Municipal Bond Portfolio
Eaton Vance owns all of the stock of Energex Corporation, which is
engaged in oil and gas operations. EVC owns all of the stock of Marblehead
Energy Corp. (which is engaged in oil and gas operations) and 77.3% of the stock
of Investors Bank & Trust Company, ("IBT"), the Registrant's custodian, which
also provides bookkeeping and pricing services to the Registrant. The charges
for its services are offset by the value (determined by an agreed-upon formula)
of the Registrant's cash balances, which are maintained with it as the
Registrant's custodian. The Registrant also pays a fee based on the number and
type of portfolio transactions. IBT also provides custodial, trustee and other
fiduciary services to investors, including individuals, employee benefit plans,
corporations, savings banks, investment companies and other institutions. In
addition, Eaton Vance owns all the stock of Northeast Properties, Inc., which is
engaged in real estate investment, consulting and management. EVC owns all of
the stock of Fulcrum Management, Inc. and MinVen, Inc. which are engaged in the
development of precious metal properties. EVC, Eaton Vance, BMR and EV may also
enter into other businesses.
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, 24 Federal Street,
Boston, Massachusetts 02110 and 89 South Street, Boston, MA 02ll0, and the
Registrant's transfer agent, The Shareholder Services Group, Inc., 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, 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 22nd day of February 1995.
CAPITAL EXCHANGE FUND, INC.
By /s/James L. O'Connor
James L. O'Connor, Treasurer
<PAGE>
EXHIBIT INDEX
The following exhibits are filed as part of this Registration Statement or
incorporated herein by reference pursuant to General Instruction E of Form N-1A.
Page in Sequential
Exhibit No. Description Numbering System
11 Auditors' Consent
EX-99.11
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Amendment No. 18 to Registration Statement
(No. 811-1339 filed under the Investment Company Act of 1940) of Capital
Exchange Fund, Inc. of our report, dated December 1, 1994, and to the
reference to us under Item 16 in such Registration Statement.
/s/Deloitte & Touche LLP
Deloitte & Touche LLP
February 22, 1995
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