DEPOSITORS FUND
OF BOSTON, INC.
PERFORMANCE RESULTS+
- ------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(STANDARDIZED SEC PERFORMANCE DATA
FOR THE PERIODS ENDED MARCH 31, 1996)
- ------------------------------------------------------------------------------
One year 34.55%
- ------------------------------------------------------------------------------
Five years 13.10%
- ------------------------------------------------------------------------------
Ten years 12.22%
- ------------------------------------------------------------------------------
Life of Fund (4/26/65) 9.71%
- ------------------------------------------------------------------------------
CUMULATIVE TOTAL RETURN
LIFE OF FUND
(4/26/65 TO 3/31/96)
- ------------------------------------------------------------------------------
Depositors Fund 1,655.26%
- ------------------------------------------------------------------------------
Dow Jones Industrial Average 2,105.27%
- ------------------------------------------------------------------------------
Standard & Poor's 500 2,243.86%
- ------------------------------------------------------------------------------
+Past performance is no guarantee of future results. Investment returns and
principal will fluctuate so that an investor's shares, when redeemed, may be
worth more or less than their original cost.
The Dow Jones Industrial Average and the Standard & Poor's 500 are unmanaged
lists of common stocks.
This report must be preceded or accompanied by a prospectus which contains more
complete information on the Fund including its distribution plan, sales charges
and expenses. Please read the prospectus carefully before investing.
EATON VANCE
The Boston Tradition
Funds offered through
Eaton Vance Distributors, Inc.
24 Federal Street, Boston, Massachusetts 02110
DEPOSITORS FUND
OF BOSTON
An Eaton Vance
Exchange Fund
Annual Report
March 31, 1996
<PAGE>
TO SHAREHOLDERS
DEPOSITORS FUND HAD A TOTAL RETURN OF 34.6% DURING THE 12 MONTHS ENDED MARCH 31,
1996. That return represented a rise in net asset value per share to $126.69
from $95.16, and the reinvestment of $1.10 per share in income dividends. By
comparison, the S&P 500 Index, an unmanaged index of common stocks, had a total
return of 32% during the same period.
INTEREST RATES DECLINED THROUGHOUT MUCH OF 1995, AS THE FEDERAL RESERVE APPEARED
TO ACHIEVE ITS LONG-SOUGHT GOAL OF A "SOFT LANDING." With economic growth
advancing at a moderate pace and inflation remaining well in check, the Fed
lowered its Federal funds rate - a key interest rate barometer - in July, 1995
and again in December. Employment in the service and trade areas provided
modest growth, while the manufacturing sector continued to suffer job losses.
THE DECLINE IN INTEREST RATES PROVIDED A FAVORABLE BACKDROP FOR THE EQUITY
MARKETS THROUGH MOST OF 1995. Large cap, cyclical stocks generally paced the
market, benefiting from the cost reductions of recent years and the more
efficient handling of inventories. Technology was especially strong in the first
half of 1995, but faltered in the second half as valuations over-reached
earnings estimates.
TOWARD THE END OF THE FISCAL PERIOD, THE MARKET ENCOUNTERED CONSIDERABLE
VOLATILITY. The failure of budget deficit reduction talks and concerns over a
possible re-igniting of inflation pushed interest rates higher in the first
three months of 1996. While stocks registered further gains, market momentum
slowed somewhat as the Fund's fiscal year ended and investors worried over the
strength of corporate earnings.
HEALTH CARE STOCKS WERE AMONG THE MARKET'S PACE-SETTERS, PACED BY STRONG
EARNINGS AND AN INCREASE IN MERGER ACTIVITY WITHIN THE DRUG INDUSTRY. Astra AB,
a Swedish drug manufacturer with strong marketing alliances around the world,
rose 74% during the period, while Pfizer, paced by its fast-selling
cardiovascular drug Norvasc, rose 56%. In the consumer non-durable sector,
PepsiCo Inc., the Fund's largest holding, rose 62% while rival Coca-Cola Company
rose 46%. The two companies continue to gain global beverage market share,
especially in the emerging Asian nations.
IN THE FINANCIAL SECTOR, FANNIE MAE ROSE MORE THAN 56%. The company benefited
from a sharp increase in mortgage originations due to the sustained rate decline
through most of 1995. Finally, the Fund's energy services holdings fared very
well, with Baker-Hughes Inc. and Dresser Industries Inc. each rising over 43%.
With oil prices firming in recent months and other segments of the market
reaching full valuations, investors have returned to the long-neglected energy
sector.
UNEXPECTED STRENGTH IN THE EMPLOYMENT NUMBERS FOR FEBRUARY AND MARCH SUGGESTS A
SLIGHTLY STRONGER ECONOMY THAN ANTICIPATED. There may be additional volatility
as investors debate the course of the economy and the direction of interest
rates. Historically, slow growth and modest inflation has been a good backdrop
for equity performance. By maintaining a portfolio of stocks in companies that
are financially sound and leaders in their industries, Depositors Fund should
continue to deliver sound long-term performance for its shareholders.
Sincerely,
/s/ LANDON T. CLAY
LANDON T. CLAY
President
May 10, 1996
THE FUND HAD A TOTAL RETURN OF 34.6% DURING THE 12 MONTHS THAT ENDED MARCH 31,
1996.
"BY MAINTAINING A PORTFOLIO OF STOCKS IN COMPANIES THAT ARE FINANCIALLY SOUND
AND LEADERS IN THEIR INDUSTRIES, DEPOSITORS FUND SHOULD CONTINUE TO DELIVER
SOUND LONG-TERM PERFORMANCE FOR ITS SHAREHOLDERS."
[Photo of Landon T. Clay]
<PAGE>
DEPOSITORS FUND OF BOSTON, INC.
MARCH 31, 1996
(UNAUDITED)
VALUE
TEN LARGEST HOLDINGS (IN MILLIONS)
- -------------------------------------------------------------------------------
PepsiCo Inc. $6.8
- -------------------------------------------------------------------------------
Coca-Cola Co. 5.6
- -------------------------------------------------------------------------------
Hewlett-Packard Co. 5.1
- -------------------------------------------------------------------------------
Pfizer Inc. 4.8
- -------------------------------------------------------------------------------
General Re Corp. 4.7
- -------------------------------------------------------------------------------
Astra AB - Series A 3.7
- -------------------------------------------------------------------------------
McDonald's Corp. 3.5
- -------------------------------------------------------------------------------
Union Pacific Corp. 3.1
- -------------------------------------------------------------------------------
Monsanto Co. 3.0
- -------------------------------------------------------------------------------
Houghton Mifflin Co. 2.8
- -------------------------------------------------------------------------------
PERCENTAGE OF
FIVE LARGEST INDUSTRY HOLDINGS NET ASSETS
- -------------------------------------------------------------------------------
Beverages 15.8%
- -------------------------------------------------------------------------------
Drugs 13.3
- -------------------------------------------------------------------------------
Insurance 7.9
- -------------------------------------------------------------------------------
Electronic Instruments 6.6
- -------------------------------------------------------------------------------
Transportation 5.9
- -------------------------------------------------------------------------------
<PAGE>
INVESTMENT CHANGES
SIX MONTHS ENDED MARCH 31, 1996
(UNAUDITED)
- -------------------------------------------------------------------------------
Shares Owned
Sept 30 Mar 31
- -------------------------------------------------------------------------------
DECREASES*
- -------------------------------------------------------------------------------
Champion International Corp. 6,488 1,438
- -------------------------------------------------------------------------------
McCormick & Co., Inc. 82,990 79,470
- -------------------------------------------------------------------------------
Phillips Petroleum Co. 45,000 --
- -------------------------------------------------------------------------------
*Includes investments paid in kind on redemptions.
OTHER CHANGES
- -------------------------------------------------------------------------------
Shares
- -------------------------------------------------------------------------------
7,635 CSX Corp. in a 2 for 1 stock split
- -------------------------------------------------------------------------------
46,965 Federal National Mortgage Association in a 3 for 1
stock split
- -------------------------------------------------------------------------------
<PAGE>
DEPOSITORS FUND OF BOSTON, INC.
PORTFOLIO OF INVESTMENTS
MARCH 31, 1996
- -------------------------------------------------------------------------------
COMMON STOCKS - 96.8%
- -------------------------------------------------------------------------------
NAME OF COMPANY SHARES VALUE
- -------------------------------------------------------------------------------
AEROSPACE & DEFENSE - 2.3%
Boeing Co. 20,920 $ 1,812,195
-----------
BEVERAGES - 15.8%
Coca-Cola Co. 67,206 $ 5,552,896
PepsiCo Inc. 106,985 6,766,801
-----------
$12,319,697
-----------
CHEMICALS - 3.8%
Monsanto Co. 19,336 $ 2,968,076
-----------
COMPUTER & BUSINESS EQUIPMENT - 2.6%
Digital Equipment Corp.* 8,325 $ 458,916
International Business Machines 14,400 1,600,200
-----------
$ 2,059,116
-----------
DRUGS - 13.3%
Astra AB - Series A 80,000 $ 3,704,639
Genentech Inc.* (Redeemable Common) 16,500 868,312
Merck & Co., Inc. 15,660 974,835
Pfizer Inc. 72,000 4,824,000
-----------
$10,371,786
-----------
ELECTRONIC INSTRUMENTS - 6.6%
Hewlett-Packard Co. 54,600 $ 5,132,400
-----------
FINANCIAL - MISC. - 2.6%
Federal National Mortgage Association 62,620 $ 1,996,012
-----------
FOODS - 2.2%
McCormick & Co., Non-voting 79,470 $ 1,748,340
-----------
INDUSTRIAL EQUIPMENT - 1.1%
Parker Hannifin Corp. 22,369 $ 838,837
-----------
INFORMATION SERVICES - 3.5%
Reuters Holdings PLC, ADR 42,000 $ 2,735,250
-----------
INSURANCE - 7.9%
General Re Corp. 31,920 $ 4,652,340
St. Paul Cos., Inc. 27,620 1,532,910
-----------
$ 6,185,250
-----------
MEDICAL PRODUCTS - 3.6%
Baxter International Inc. 23,950 $ 1,083,737
Sofamor/Danek Group, Inc.* 50,000 1,693,750
-----------
$ 2,777,487
-----------
OIL & GAS-EQUIPMENT & SERVICE - 4.6%
Baker Hughes Inc. 39,234 $ 1,147,595
Dresser Industries, Inc. 79,800 2,433,900
-----------
$ 3,581,495
-----------
OIL & GAS-INTEGRATED - 2.1%
Exxon Corp. 19,998 $ 1,632,337
-----------
PAPER & FOREST PRODUCTS - 1.2%
Champion International Corp. 1,438 $ 65,070
Weyerhaeuser Co. 19,380 893,903
-----------
$ 958,973
-----------
PRINTING & BUSINESS FORMS - 4.7%
Bowne & Co., Inc. 91,770 $ 1,674,802
Donnelley (R.R.) & Sons Co. 47,896 1,652,412
Moore Corp., Ltd. 19,075 371,962
-----------
$ 3,699,176
-----------
PUBLISHING - 3.6%
Houghton Mifflin Co. 63,700 $ 2,810,763
-----------
RESTAURANTS - 4.4%
McDonald's Corp. 72,000 $ 3,456,000
-----------
RETAIL-SPECIALTY & APPAREL - 5.0%
Home Depot, Inc. (The) 40,000 $ 1,915,000
Toys "R" Us, Inc.* 72,000 1,944,000
-----------
$ 3,859,000
-----------
TRANSPORTATION - 5.9%
CSX Corp. 15,270 $ 696,694
Flightsafety International Ltd. 15,000 836,250
Union Pacific Corp. 44,530 3,055,871
-----------
$ 4,588,815
-----------
TOTAL COMMON STOCKS
(IDENTIFIED COST, $10,859,720) $75,531,005
-----------
<PAGE>
- ------------------------------------------------------------------------------
SHORT-TERM OBLIGATION - 3.0%
- ------------------------------------------------------------------------------
FACE AMOUNT
(000 OMITTED) VALUE
- ------------------------------------------------------------------------------
Ford Motor Credit Corp.,
5.45% due 4/3/96, at amortized cost $ 2,300 $ 2,299,304
----------
TOTAL INVESTMENTS
(IDENTIFIED COST, $13,159,024) - 99.8% $77,830,309
OTHER ASSETS, LESS LIABILITIES - 0.2% 177,300
----------
NET ASSETS - 100% $78,007,609
===========
*Non-income producing security.
See notes to financial statements
<PAGE>
FINANCIAL STATEMENTS
STATEMENT OF ASSETS AND LIABILITIES
- ------------------------------------------------------------------------------
March 31, 1996
- ------------------------------------------------------------------------------
ASSETS:
Investments, at value (Note 1A)
(identified cost, $13,159,024) $77,830,309
Cash 79,925
Dividends receivable 152,713
Other assets 5,846
-----------
Total assets $78,068,793
LIABILITIES:
Federal tax on undistributed net realized
long-term gain, payable on behalf of
shareholders (Note 1B) $49,408
Payable to affiliate --
Directors' fees 1,693
Accrued expenses 10,083
-------
Total liabilities 61,184
-----------
NET ASSETS for 615,741 shares of capital stock
outstanding $78,007,609
===========
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) $27,006,297
Accumulated distributions of net realized gain on
investments as computed for federal income tax
purposes (7,889,247)
Distributions in excess of net investment income (66,996)
Unrealized appreciation of investments
(computed on the basis of identified cost) 64,671,645
Federal tax on undistributed net realized
long-term capital gain, paid on behalf of
shareholders (Note 1B) (5,714,090)
-----------
Total $78,007,609
===========
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE
($78,007,609 / 615,741 shares of capital stock
outstanding) $126.69
=======
<PAGE>
STATEMENT OF OPERATIONS
- -------------------------------------------------------------------------------
For the Year Ended March 31, 1996
- -------------------------------------------------------------------------------
INVESTMENT INCOME:
Income --
Dividends (net of foreign withholding
tax of $14,287) $ 1,168,655
Interest 60,166
-----------
Total income $ 1,228,821
Expenses --
Investment adviser fee (Note 4) $ 429,804
Compensation of Directors not members of
the Investment Adviser's organization 6,239
Custodian fees (Note 4) 36,171
Printing and postage 21,336
Legal and accounting services 30,419
Transfer and dividend disbursing agent fees 15,000
Miscellaneous 5,861
-----------
Total expenses 544,830
-----------
Net investment income $ 683,991
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments, computed
on the basis of identified cost
($290,967 net gain as computed for
federal income tax purposes) $ 2,038,041
Change in unrealized appreciation of
investments 17,574,443
-----------
Net realized and unrealized gain on
investments 19,612,484
-----------
Net increase in net assets from
operations $20,296,475
===========
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS
- -----------------------------------------------------------------------------------------------
YEAR ENDED MARCH 31,
----------------------------------
1996 1995
--------------- ---------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
From operations --
Net investment income $ 683,991 $ 710,576
Net realized gain on investments 2,038,041 3,624,776
Change in unrealized appreciation of investments 17,574,443 4,423,113
----------- -----------
Increase in net assets from operations $20,296,475 $ 8,758,465
Distributions to shareholders --
From net investment income (680,309) (703,364)
Provision for federal tax on undistributed net realized
long-term gain (Note 1B) (49,408) --
Net decrease from capital stock transactions (1,809,982) (2,839,262)
----------- -----------
Net increase in net assets $17,756,776 $ 5,215,839
NET ASSETS:
At beginning of year 60,250,833 55,034,994
----------- -----------
At end of year (including distributions in excess of net
investment income of $66,996 and $70,678, respectively) $78,007,609 $60,250,833
=========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
- ---------------------------------------------------------------------------------------------------------------
YEAR ENDED MARCH 31,
---------------------------------------------------------------------
1996 1995 1994 1993 1992
------ ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, beginning of period $ 95.160 $82.660 $86.990 $82.070 $72.750
-------- ------- ------- ------- -------
INCOME FROM OPERATIONS:
Net investment income $ 1.103 $ 1.095 $ 0.920 $ 0.958 $ 1.061
Net realized and unrealized gain
(loss) on investments 31.607 12.495 (4.330) 4.962 9.399
-------- ------- ------- ------- -------
Total income (loss) from
operations $ 32.710 $13.590 $(3.410) $ 5.920 $10.460
-------- ------- ------- ------- -------
LESS DISTRIBUTIONS:
From net investment income $ (1.100) $(1.090) $(0.920) $(0.958) $(1.064)
From paid-in capital -- -- -- (0.042) (0.076)
-------- ------- ------- ------- -------
Total distributions $ (1.100) $(1.090) $(0.920) $(1.000) $(1.140)
-------- ------- ------- ------- -------
LESS PROVISION FOR FEDERAL TAX ON
UNDISTRIBUTED NET REALIZED LONG TERM
GAIN (NOTE 1B) $ (0.080) $ -- $ -- $ -- $ --
-------- ------- ------- ------- -------
NET ASSET VALUE, end of period $126.690 $95.160 $82.660 $86.990 $82.070
======== ======= ======= ======= =======
TOTAL RETURN(1) 34.55% 16.56% (3.94)% 7.31% 14.47%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000
omitted) $ 78,008 $60,251 $55,035 $62,127 $63,824
Ratio of expenses to average net
assets 0.79% 0.83% 0.81% 0.82% 0.83%
Ratio of net investment income to
average net assets 0.99% 1.27% 1.09% 1.13% 1.38%
PORTFOLIO TURNOVER 2% 0% 5% 2% 5%
</TABLE>
(1)Total investment return is calculated assuming a purchase at the net
asset value on the first day and a sale at the net asset value on the
last day of each period reported. Dividends and distributions, if any,
are assumed to be reinvested at the net asset value on the payable date.
See notes to financial statements
<PAGE>
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
(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. 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. OTHER -- Investment transactions are accounted for on a trade date basis.
Dividend income and dividends to shareholders are recorded on the ex-dividend
date.
D. 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.
E. USE OF ESTIMATES -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expense during the reporting period. Actual results could differ
from those estimates.
- ------------------------------------------------------------------------------
(2) CAPITAL STOCK
At March 31, 1996, there were 5,860,670 shares of $1.00 par value capital stock
authorized. Transactions in capital stock were as follows:
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
--------------------------------------------------------------
1996 1995
------------------------------ ------------------------------
SHARES AMOUNT SHARES AMOUNT
------ ------ ------ ------
<S> <C> <C> <C> <C>
Redemptions (18,265) $(1,908,220) (33,818) $(2,937,924)
Issued to shareholders electing to receive
payment of distributions in capital stock 869 98,238 1,118 98,662
----- ----------- ----- ----------
Net decrease (17,396) $(1,809,982) (32,700) $(2,839,262)
======= =========== ======= ===========
</TABLE>
- ------------------------------------------------------------------------------
(3) INVESTMENT TRANSACTIONS
Purchases and sales of investments, other than short-term obligations,
aggregated $1,644,380 and $1,920,006, respectively. In addition, investments
having an aggregate market value of $1,781,731 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), for its services as custodian of
the Fund. Prior to November 10, 1995, IBT was an affiliate of EVM. 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. 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 the Trustees
Deferred Compensation Plan. For the year ended March 31, 1996, no significant
amounts have been deferred.
- ------------------------------------------------------------------------------
(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 March 31, 1996, as computed on a federal income tax basis, are as
follows:
Aggregate cost $13,159,024
===========
Gross unrealized appreciation $64,671,285
Gross unrealized depreciation --
----------
Net unrealized appreciation $64,671,285
===========
- ------------------------------------------------------------------------------
(7) SUBSEQUENT EVENT
On April 1, 1996, the Fund transferred substantially all of its investable
assets to the Tax-Managed Growth Portfolio (the Portfolio) for an interest in
the Portfolio. The Portfolio has substantially the same investment objective,
policies and restrictions as the Fund. In addition, the Fund changed its fiscal
year end to October 31.
- ------------------------------------------------------------------------------
(8) SPECIAL MEETING OF STOCKHOLDERS (UNAUDITED)
Depositors Fund of Boston, Inc. (the "Fund") held a special meeting of
stockholders on March 15, 1996. On January 31, 1996, the record date of the
meeting, the Fund had 616,550.012 shares outstanding, of which 435,683.082
shares were represented at the meeting. The votes at the meeting were as
follows:
Item 1: To adopt a new investment policy to authorize the Fund to invest its
investable assets in a specific corresponding open-end management
investment company having substantially the same investment objective,
policies and restrictions as the Fund, and to supplement investment
restrictions to permit such investment.
NUMBER OF SHARES
----------------
Affirmative 419,229.716
Against 14,536.060
Abstain 1,917.306
Item 2: To approve an Amendment to the By-Laws of the Fund to change the
fiscal year end of the Fund to October 31.
NUMBER OF SHARES
----------------
Affirmative 427,274.716
Against 4,732.060
Abstain 1,917.306
Item 3: To approve the revision of the Fund's investment objective and
certain of the Fund's investment policies as follows:
A. Reclassification and amendment of the investment objective.
NUMBER OF SHARES
----------------
Affirmative 414,998.497
Against 14,536.060
Abstain 6,148.525
B. Eliminate the restriction concerning investment in other investment
companies.
NUMBER OF SHARES
----------------
Affirmative 415,430.133
Against 14,536.060
Abstain 5,716.889
C. Eliminate the restriction concerning pledging.
NUMBER OF SHARES
----------------
Affirmative 414,998.497
Against 14,536.060
Abstain 6,148.525
D. Reclassify the restriction concerning investment in unseasoned
issuers.
NUMBER OF SHARES
----------------
Affirmative 414,998.497
Against 14,967.696
Abstain 5,716.889
E. Reclassify the restriction concerning investing for control.
NUMBER OF SHARES
----------------
Affirmative 415,430.133
Against 14,536.060
Abstain 5,716.889
F. Amend the restriction concerning diversification.
NUMBER OF SHARES
----------------
Affirmative 415,430.133
Against 14,536.060
Abstain 5,716.889
G. Amend the restriction concerning borrowing and senior securities.
NUMBER OF SHARES
----------------
Affirmative 414,598.511
Against 14,936.046
Abstain 6,148.525
H. Amend the restriction concerning lending.
NUMBER OF SHARES
----------------
Affirmative 389,345.708
Against 40,188.849
Abstain 6,148.525
I. Amend the restriction concerning real estate and commodities.
NUMBER OF SHARES
----------------
Affirmative 389,129.371
Against 40,188.849
Abstain 6,364.862
Item 4: To approve an amendment to the Articles of Organization.
NUMBER OF SHARES
----------------
Affirmative 400,335.851
Against 30,182.431
Abstain 5,164.800
<PAGE>
INDEPENDENT AUDITORS' REPORT
- --------------------------------------------------------------------------------
To the Board of Directors and Shareholders of
Depositors Fund of Boston, Inc.:
We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Depositors Fund of Boston, Inc. as of March 31,
1996, and the related statement of operations for the year then ended, the
statements of changes in net assets for the years ended March 31, 1996 and 1995,
and the financial highlights for each of the years in the five-year period ended
March 31, 1996. 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 March
31, 1996, 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 Depositors Fund of
Boston, Inc. at March 31, 1996, 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
April 26, 1996
<PAGE>
INVESTMENT MANAGEMENT
DEPOSITORS FUND OFFICERS AND STAFF INDEPENDENT DIRECTORS
OF BOSTON, INC. LANDON T. CLAY DONALD R. DWIGHT
24 Federal Street President, Director President,
Boston, MA 02110 JAMES B. HAWKES Dwight Partners, Inc.
Vice President Chairman, Newspapers of
THOMAS E. FAUST, JR. New England, Inc.
Vice President and SAMUEL L. HAYES, III
Portfolio Manager Jacob H. Schiff Professor of
JAMES L. O'CONNOR Investment Banking,
Treasurer Harvard University
THOMAS OTIS Graduate School of
Clerk Business Administration
NORTON H. REAMER
President and Director,
United Asset
Management Corporation
JOHN L. THORNDIKE
Director,
Fiduciary Company Incorporated
JACK L. TREYNOR
Investment Adviser
and Consultant
-------------------------------------------
DEPOSITORS FUND OF TRANSFER AND DIVIDEND
BOSTON, INC. DISBURSING AGENT
24 Federal Street First Data Investor
Boston, MA 02110 Services Group, Inc.
INVESTMENT ADVISER BOS725
Eaton Vance P.O. Box 1559
Management Boston, MA 02104
24 Federal Street 800-262-1122
Boston, MA 02110 AUDITORS
CUSTODIAN Deloitte & Touche LLP
Investors Bank & 125 Summer Street
Trust Company Boston, MA 02110
89 South Street
P.O. Box 1537
Boston, MA 02205-1537
