As filed with the Securities and Exchange Commission on July 26, 1995
1940 Act File No. 811-1295
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
DEPOSITORS FUND OF BOSTON, 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>
PART A
INFORMATION REQUIRED IN A PROSPECTUS
Responses to Items 1, 2, 3 and 5A have been omitted pursuant to
Paragraph 4 of Instruction F of the General Instructions to Form N-1A.
Item 4. General Description of Registrant
(a) (i) The Registrant is an open-end diversified management
investment company organized on November 25, 1964, as a Massachusetts
corporation.
(ii) The investment objective of the Registrant is to seek long-term
growth of capital and of income. The Registrant has the authority to invest
all or a portion of its assets in bonds and other evidences of indebtedness,
preferred stocks and common stocks. While reserving freedom of action to
invest in any type of such securities, it is the present policy of the
Registrant to invest in common stocks, securities convertible into common
stocks and temporary investments in debt short-term obligations of governments,
banks and corporations.
The investment objective and policies set forth in this paragraph (ii) may
not be changed without the vote of the holders of a majority of the
Registrant's outstanding voting securities. Additional fundamental policies
are set forth under Item 13.
(b) No discussion or disclosure required.
(c) The Registrant generally remains fully invested in a diversified
equity portfolio which cannot eliminate the usual risks of common stock
ownership. For this reason, and because securities fluctuate in value and
income distributed by corporations varies with their earnings and dividend
policies, the Registrant cannot give assurance that its investment objective
will be achieved.
Item 5. Management of the Fund
(a) The investment adviser manages the Registrant and administers its
affairs on a day-to-day basis subject to the direction of, and overall control
by, the Board of Directors of the Registrant.
(b) (i) Eaton Vance Management ("Eaton Vance" or the "Investment
Adviser")
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 Investment 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 March 31, 1995 was $350,354 (equivalent to 5/8 of 1% of Registrant's
average net assets for the year).
(c) Thomas E. Faust, Jr. has acted as the Registrant's portfolio
manager since 1990. Mr. Faust is a Vice President of Eaton Vance.
(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 March 31, 1995 was 0.83%.
(g) Not applicable
Item 6. Capital Stock and Other Securities
(a)(i)(ii)(iii) The Registrant has one class of stock, consisting of
shares of common stock, par value $1.00 per share, all having equal voting
rights. All shares participate equally in earnings, dividends and assets.
Shares of the Registrant are fully paid, nonassessable and fully transferable
and have no pre-emptive or conversion rights.
(b) Not applicable
(c) Not applicable
(d) Not applicable
(e) Shareholder inquiries should be forwarded to the Registrant's
office at 24 Federal Street, Boston, Massachusetts 02110.
(f) Dividends from net investment income are paid 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. Net
realized long-term capital gains are retained by the Registrant.
(g)(i) Since the Registrant intends to distribute substantially all
of its net investment income to shareholders, it is not expected that the
Registrant will be required to pay any federal income taxes on such income.
However, shareholders of the Registrant normally will have to pay federal
income taxes and any state or local taxes, on the dividends from investment
income.
(ii) Since the Registrant retains any net realized long-term capital gain
and pays the federal tax thereon on behalf of shareholders, the shareholder
includes in his personal federal 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. Registrant provides each shareholder with information regarding the
shareholder's federal income tax treatment of any undistributed realized long-
term capital gain retained by Registrant.
(iii) After the end of each calendar year, each shareholder receives
information for tax purposes regarding the dividends paid during the year and
the amount of dividends eligible for the dividends received exclusion for
individuals.
(h) Not applicable
Item 7. Purchase of Securities Being Offered
Inapplicable. Registrant has not offered its shares for sale
subsequent to its initial public offering in 1964.
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,
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 Shareholder Services Group, Inc. 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.
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
<PAGE>
PART B
INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
Item 10. Cover Page
Inapplicable
Item 11. Table of Contents
Inapplicable
Item 12. General Information and History
Inapplicable
Item 13. Investment Objectives and Policies
(a) The responses to Item 4 hereof are incorporated herein by
reference.
(b) Recital of Fundamental Policies:
(1) Not applicable.
(2) Article X, Section 1, Paragraph (H) of Registrant's by-laws
provide as follows:
"(H) The Corporation shall not
(a) purchase any securities or evidences of interest
therein on 'margin' that is to say in a transaction in which it
has borrowed all or a portion or the purchase price and pledged
the purchased securities or evidences of interest therein as
collateral for the amount so borrowed;
(b) sell or contract to sell any security which it does not
own unless by virtue of its ownership of other securities it has
at the time of sale a right to obtain securities equivalent in
kind and amount to the securities sold an provided that if such
right is conditional the sale is made upon the same conditions."
(3) Article X, Section 1, Paragraphs (F) and (G) of Registrant's by-
laws provide as follows:
"(F) The Corporation shall not borrow amounts in excess of ten
per cent (10%) of the gross assets of the Corporation taken at cost determined
in accordance with good accounting practice, and no borrowing shall be
undertaken except as a temporary measure for extraordinary or emergency
purposes.
"(G) The Corporation shall not pledge, mortgage, or hypothecate
the assets of the Corporation."
(4) It is not Registrant's policy to act as underwriter of securities
issued by other persons.
(5) It is not the Registrant's policy to concentrate its investments
in any particular industry, but if it is deemed appropriate for the attainment
of the Registrant's investment objective, up to 25% of the value of its assets
may be invested in any one industry.
(6) It is not the policy of Registrant to purchase or sell real
estate.
(7) It is not the policy of Registrant to purchase or sell
commodities or commodity contracts.
(8) It is not Registrant's policy to make loans to other persons.
For these purposes, the purchase of a portion of an issue of bonds, debentures
or other debt securities of the type customarily purchased by institutional
investors, whether or not the purchase was made on the original issuance, is
not to be considered the making of a loan by the Registrant, nor shall time or
demand deposits with banks be so considered.
(9) It is not the policy of the Registrant to make investments for
the purpose of exercising control or management.
Article X, Section 1, Paragraphs (A) through (E) of the Registrant's
by-laws provide as follows:
"(A) The Corporation shall not purchase the securities of any
issuer if such purchase at the time thereof would cause more than five per cent
(5%) of the total assets of the Corporation (taken at market value) to be
invested in the securities of such issuer. The foregoing limitation shall not
apply to investments in Government securities as defined in the Investment
Company Act of 1940.
"(B) The Corporation shall not purchase securities of any issuer
if such purchase at the time thereof would cause more than ten per cent (10%)
of any class of securities of such issuer to be held by the Corporation. For
this purpose all outstanding bonds and other evidences of indebtedness shall be
deemed to be a single class of securities of the issuer, and all kinds of stock
of an issuer preferred over the common stock as to dividends or in liquidation
shall be deemed to constitute a single class regardless of relative priorities,
series designations, conversion rights and other differences.
"(C) The Corporation shall not purchase securities issued by any
other investment company or investment trust except by purchase in the open
market where no commission or profit to a sponsor or dealer results from such
purchase other than the customary broker's commission, or except when such
purchase, though not made in the open market, is part of a plan of merger or
consolidation.
"(D) The Corporation shall not purchase securities of any issuer
which has a record of less than three (3) years' continuous operation
including, however, in such three (3) years the operation of any predecessor
company or companies, partnership or individual enterprise if the issuer whose
securities are proposed as an investment for funds of the Corporation has come
into existence as a result of a merger, consolidation, reorganization, or the
purchase of substantially all the assets of such predecessor company or
companies, partnership or individual enterprise, provided that nothing in this
sub-paragraph D shall prevent
(1) the purchase of securities of a company substantially all of
whose assets are
(a) securities of one or more companies which have had a
record of three (3) years' continuous operation, or
(b) assets of an independent division of another company,
which division has had a record of three (3) years' continuous
operation;
(2) the purchase of securities of (a) a public utility subject
to supervision or regulation as to its rates or charges by a commission or
board or officer of the United States or of any state or territory thereof, or
of the government of Canada or of any province or territory of Canada or (b)
companies operating or formed for the purpose of operating pipe or transmission
lines for the transmission of oil, gas or electric energy or like products,
provided that no security shall be purchased pursuant to exception (1) or
(2) of this sub-paragraph D if such purchase at the time thereof will cause
more than five per cent (5%) of the total assets of the Fund (taken at market
value) to be invested in securities of companies which would not then be
eligible for purchase but for those exceptions.
"(E) The Corporation shall not purchase or retain in its
portfolio any securities issued by an issuer any of whose officers, directors,
trustees, or security-holders is an officer or Director of the Corporation, or
is a member, officer, director or trustee of the Investment Adviser of the
Corporation, if after the purchase of the securities of such issuer by the
Corporation one or more of such persons owns beneficially more than one-half of
one per cent (1/2%) of the shares or securities, or both (all taken at market
value), of such issuer, and such persons owning more than one-half of one per
cent (1/2%) of such shares or securities together own beneficially more than
five per cent (5%) of such shares or securities, or both (all taken at market
value)."
(c) Not applicable
(d) The Registrant has not had a significant variation in the
portfolio turnover rate for the past two years and does not anticipate there
will be any significant variation in the future.
Item 14. Management of the Fund
(a) and (b)
The Registrant's 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"); of 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 who are "interested persons" of the Registrant, Eaton
Vance, BMR, EVC, or EV as defined in the 1940 Act, by virtue of their
affiliation with or stockholdings of any one or more of, the Registrant, Eaton
Vance, BMR, EVC or EV are indicated by an asterisk(*).
<TABLE>
<CAPTION>
(1) (2) (3)
Position Held Principal Occupations
Name (Age) and Address with Registrant during Past 5 Years
<S> <C> <C>
Landon T. Clay(69)* President & Chairman of the Board and
Director Director of EVC and EV;
Chairman, Eaton Vance
and BMR.
Donald R. Dwight(64) Director President Dwight Partners,
Clover Mill Lane Inc. (since 1988) (a
Lyme, New Hampshire 03468 corporate relations and
communications company;
Chairman of the Board of New
Board of Newspapers of New
England, Inc. (since 1983).
Samuel L. Hayes, III(60) Director Jacob H. Schiff Professor
Harvard Graduate School of of Investment Banking,
Business Administration Harvard Graduate School of
Soldiers Field Road Business Administration.
Boston, Massachusetts 02163
Norton H. Reamer (59) Director President and Director,
One International Place United Asset Management
Boston, Massachusetts 02110 Corporation, a holding,
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 (68) Director Director, Fiduciary Trust
175 Federal Street Company.
Boston, Massachusetts 02110
Jack L. Treynor (65) Director Investment Adviser and
504 Via Almar Consultant.
Palos Verdes Estates,
California 90274
James B. Hawkes (53) Vice President Executive Vice President
and Director, EVC and EV;
Executive Vice President of
Eaton Vance and BMR.
Dueld hereunder shall only
be available to duly authorized officers, employees,
representatives or agents of the Custodian or other persons or
entities for whose actions the Custodian shall be responsible to
the extent permitted hereunder, or to the Fund's independent
public accountants in connection with their auditing duties
performed on behalf of the Fund.
(iii) Nothing in this Section 9 shall prohibit any officer,
employee or agent of the Fund or of the investment adviser of the
Fund from giving instructions to the Custodian or executing a
certificate so long as it does not result in delivery of or
access to assets of the Fund prohibited by paragraph (i) of this
Section 9.
10. Effective Period, Termination and Amendment; Successor
Custodian
This Agreement shall become effective as of its execution,
shall continue in full force and effect until terminated as
hereinafter provided, may be amended at any time by mutual
agreement of the parties hereto and may be terminated by either
party by an instrument in writing delivered or mailed, postage
prepaid to the other party, such termination to take effect not
sooner than sixty (60) days after the date of such delivery or
mailing; provided, that the Fund may at any time by action of its
Board, (i) substitute another bank or trust company for the
Custodian by giving notice as described above to the Custodian,
or (ii) immediately terminate this Agreement in the event of the
appointment of a conservator or receiver for the Custodian by the
Federal Deposit Insurance Corporation or by the Banking
Commissioner of The Commonwealth of Massachusetts or upon the
happening of a like event at the direction of an appropriate
regulatory agency or court of competent jurisdiction. Upon
termination of the Agreement, the Fund shall pay to the Custodian
such compensation as may be due as of the date of such
termination and shall likewise reimburse the Custodian for its
costs, expenses and disbursements.
Unless the holders of a majority of the outstanding Shares
of the Fund vote to have the securities, funds and other
properties held hereunder delivered and paid over to some other
bank or trust company, specified in the vote, having not less
than $2,000,000 of aggregate capital, surplus and undivided
profits, as shown by its last published report, and meeting such
other qualifications for custodians set forth in the Investment
Company Act of 1940, the Board shall, forthwith, upon giving or
receiving notice of termination of this Agreement, appoint as
successor custodian, a bank or trust company having such
qualifications. The Bank, as Custodian, Agent or otherwise,
shall, upon termination of the Agreement, deliver to such
successor custodian, all securities then held hereunder and all
funds or other properties of the Fund deposited with or held by
the Bank hereunder and all books of account and records kept by
the Bank pursuant to this Agreement, and all documents held by
the Bank relative thereto. In the event that no such vote has
been adopted by the shareholders and that no written order
designating a successor custodian shall have been delivered to
the Bank on or before the date when such termination shall become
effective, then the Bank shall not deliver the securities, funds
and other properties of the Fund to the Fund but shall have the
right to deliver to a bank or trust company doing business in
Boston, Massachusetts of its own selection, having an aggregate
capital, surplus and undivided profits, as shown by its last
published report, of not less than $2,000,000, all funds,
securities and properties of the Fund held by or deposited with
the Bank, and all books of account and records kept by the Bank
pursuant to this Agreement, and all documents held by the Bank
relative thereto. Thereafter such bank or trust company shall be
the successor of the Custodian under this Agreement.
11. Interpretive and Additional Provisions
In connection with the operation of this Agreement, the
Custodian and the Fund may from time to time agree on such
provisions interpretive of or in addition to the provisions of
this Agreement as may in their joint opinion be consistent with
the general tenor of this Agreement. Any such interpretive or
additional provisions shall be in a writing signed by both
parties and shall be annexed hereto, provided that no such
interpretive or additional provisions shall contravene any
applicable federal or state regulations or any provision of the
governing instruments of the Fund. No interpretive or additional
provisions made as provided in the preceding sentence shall be
deemed to be an amendment of this Agreement.
12. Notices
Notices and other writings delivered or mailed postage
prepaid to the Fund addressed to 24 Federal Street, Boston,
Massachusetts 02110, or to such other address as the Fund may
have designated to the Bank, in writing, or to Investors Bank &
Trust Company, 24 Federal Street, Boston, Massachusetts 02110,
shall be deemed to have been properly delivered or given
hereunder to the respective addressees.
13. Massachusetts Law to Apply
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The
Commonwealth of Massachusetts.
If the Fund is a Massachusetts business trust, the Custodian
expressly acknowledges the provision in the Fund's declaration of
Trust limiting the personal liability of the trustees and
shareholders of the Fund; and the Custodian agrees that it shall
have recourse only to the assets of the Fund for the payment of
claims or obligations as between the Custodian and the Fund
arising out of this Agreement, and the Custodian shall not seek
satisfaction of any such claim or obligation from the trustees or
shareholders of the Fund.
14. Adoption of the Agreement by the Fund
The Fund represents that its Board has approved this
Agreement and has duly authorized the Fund to adopt this
Agreement, such adoption to be evidenced by a letter agreement
between the Fund and the Bank reflecting such adoption, which
letter agreement shall be dated and signed by a duly authorized
officer of the Fund and duly authorized officer of the Bank.
This Agreement shall be deemed to be duly executed and delivered
by each of the parties in its name and behalf by its duly
authorized officer as of the date of such letter agreement, and
this Agreement shall be deemed to supersede and terminate, as of
the date of such letter agreement, all prior agreements between
the Fund and the Bank relating to the custody of the Fund's
assets.
* * * * *
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1995
<PERIOD-END> MAR-31-1995
<INVESTMENTS-AT-COST> 47,097
<INVESTMENTS-AT-VALUE> 60,004
<RECEIVABLES> 143
<ASSETS-OTHER> 113
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 60,261
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 10
<TOTAL-LIABILITIES> 10
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 60,251
<DIVIDEND-INCOME> 1,114
<INTEREST-INCOME> 59
<OTHER-INCOME> 0
<EXPENSES-NET> 462
<NET-INVESTMENT-INCOME> 711
<REALIZED-GAINS-CURRENT> 3,625
<APPREC-INCREASE-CURRENT> 4,423
<NET-CHANGE-FROM-OPS> 8,758
<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> 5,216
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 350
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 462
<AVERAGE-NET-ASSETS> 60,251
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 95.16
<EXPENSE-RATIO> 0.83
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
