<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Depositors Fund of Boston, Inc.
(Name of Registrant as Specified in Its Charter)
Janet E. Sanders
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(l)(ii), 14a-6(i)(1), 14a-6(j)(2)
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transactions applies:
3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:(1)
4) Proposed maximum aggregate value of transaction:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined
<PAGE>
DEPOSITORS FUND OF BOSTON, INC.
DIVERSIFICATION FUND, INC.
THE EXCHANGE FUND OF BOSTON, INC.
24 FEDERAL STREET, BOSTON, MASS. 02110
NOTICE OF ANNUAL MEETINGS OF STOCKHOLDERS
TO BE HELD SEPTEMBER 19, 1996
The Annual Meeting of Stockholders of each of Depositors Fund of Boston,
Inc., Diversification Fund, Inc. and The Exchange Fund of Boston, Inc.,
(collectively the "Funds"), will be held at the principal office of each Fund,
24 Federal Street, Boston, Massachusetts, on September 19, 1996, commencing at
10:00 A.M. (Boston time), for the following purposes:
1. To fix the number of Directors, and to elect a Treasurer, a Clerk
and a Board of Directors for the ensuing year and until their
successors are elected and qualified.
2. To ratify or reject the selection of Deloitte & Touche LLP as the
independent certified public accountants to be employed by a Fund
to sign or certify financial statements which may be filed by the
Fund with the Securities and Exchange Commission in respect of all
or any part of its current fiscal year.
3. To consider and act upon any matters incidental to the foregoing
purposes or any of them, and any other matters which may properly
come before said meeting or any adjourned session thereof.
These items are discussed in greater detail in the following pages.
Each Fund will hold a separate meeting. Stockholders of each Fund will
vote separately.
The meetings are called pursuant to the By-Laws of each of the Funds. The
Board of Directors of each Fund has fixed the close of business on August 14,
1996 as the record date for the determination of the stockholders of the Fund
entitled to notice of and to vote at the meeting and any adjournments thereof.
/s/ Thomas Otis
---------------------
THOMAS OTIS
Clerk
August 22, 1996
IMPORTANT -- STOCKHOLDERS CAN HELP THE BOARD OF DIRECTORS OF THEIR FUND AVOID
THE NECESSITY AND ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATIONS TO
INSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. THE ENCLOSED
ADDRESSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES AND IS
INTENDED FOR YOUR CONVENIENCE.
<PAGE>
DEPOSITORS FUND OF BOSTON, INC.
DIVERSIFICATION FUND, INC.
THE EXCHANGE FUND OF BOSTON, INC.
24 Federal Street
Boston, Massachusetts 02110
August 22, 1996
PROXY STATEMENT
FOR THE ANNUAL MEETINGS OF STOCKHOLDERS
A proxy is enclosed with the foregoing Notice of the Annual Meetings of
Stockholders of Depositors Fund of Boston, Inc. (the "Depositors Fund"),
Diversification Fund, Inc. (the "Diversification Fund") and The Exchange Fund
of Boston, Inc. (the "Exchange Fund"), (collectively the "Funds") to be held
on September 19, 1996 for the benefit of stockholders who do not expect to be
present at the meeting. This proxy is solicited on behalf of the Board of
Directors of each Fund, and is revocable by the person giving it prior to
exercise by a signed writing filed with the Funds' transfer agent, First Data
Investor Services Group, BOS725, P.O. Box 1559, Boston, Massachusetts 02104,
or by executing and delivering a later dated proxy, or by attending the
meeting and voting your shares in person. Each proxy will be voted in
accordance with its instructions; if no instruction is given, an executed
proxy will authorize the persons named as attorneys, or any of them, to vote
in favor of each such matter. This proxy material is being mailed to
stockholders on or about August 22, 1996.
The Board of Directors of each Fund has fixed the close of business August
14, 1996, as the record date for the determination of the stockholders
entitled to notice of and to vote at the meeting and any adjournments thereof.
Stockholders at the close of business on the record date will be entitled to
one vote for each share held. As of August 14, 1996, there were 613,834.850
shares of capital stock of the Depositors Fund outstanding, 341,141.401 shares
of the capital stock of the Diversification Fund outstanding and 284,639.263
shares of the capital stock of the Exchange Fund outstanding. As of such date,
the following stockholders beneficially owned the following number of shares
(at least 5% of outstanding shares): Depositors Fund, Walter S. Rosenberry,
III, Trustee U/A dated 10/20/81 Sarah Maud W. Silvertsen, Saint Paul, MN --
66,488 (10.8%) and Bank of America & John H. McCormick, Trustees A. L.
McCormick 1991 Trust dated 8/28/91, Los Angeles, CA -- 57,346.298 (9.3%) and
Diversification Fund, William T. Ragland, Jr., Trustee for William T. Ragland,
Jr. UTI dated 9/22/52 c/o J.W. Peddycord -- MC, Winston-Salem, NC --
22,084.925 (6.5%) and Mrs. Rudy M. Bryan, Goldsboro, NC -- 21,112.869 (6.2%).
As of August 14, 1996, Exchange Fund had no stockholders who owned
beneficially more than 5% of its outstanding shares. To the knowledge of each
Fund, no other person owns (of record or beneficially) more than 5% of its
outstanding shares.
The Boards of Directors of the Funds know of no business other than that
mentioned in Items 1 and 2 of the Notice of the meetings which will be
presented for consideration, except the approval of the correctness of the
minutes of the Annual Meetings of Stockholders held in 1995, but such action
will not constitute approval or disapproval of the action recorded in such
minutes. As to such approval and, if any other matters are properly presented,
as to such matters, it is the intention of the persons named as attorneys in
the enclosed proxy to vote the proxies in accordance with their judgment.
Although the items for consideration of each Fund's stockholders are set
forth jointly in this combined proxy statement, the stockholders of each Fund
will vote separately on each item at their Fund's meeting.
1. ELECTION OF DIRECTORS A TREASURER AND A CLERK
It is the present intention that the enclosed proxy will, unless authority
to vote for election to office is specifically withheld by executing the proxy
in the manner stated thereon, be used for the purpose of voting to fix the
number of Directors for the ensuing year at six, and of voting in favor of the
election of the nominees named below for the respective offices indicated
below, to hold office for a term of one year and until their successors are
elected and qualified. Those nominees whose names are preceded by an asterisk
(*) are "interested persons" (as defined in the Investment Company Act of
1940) by reason of their affiliations with the Funds, Tax-Managed Growth
Portfolio (the "Portfolio"), in which each Fund invests its assets, the
Portfolio's investment adviser, Boston Management and Research ("BMR"), Eaton
Vance Management ("EVM") which owns all of the issued and outstanding shares
of BMR, or Eaton Vance Corp. ("EVC"), which owns all of the outstanding stock
of EVM, and of EVM's and BMR's trustee, Eaton Vance, Inc. ("EV"), which is a
wholly-owned subsidiary of EVC. Each Director is also currently a Trustee of
the Portfolio.
<TABLE>
<CAPTION>
DIRECTORS
NAME AND PRINCIPAL OCCUPATIONS OVER
OTHER INFORMATION PAST FIVE YEARS
----------------- --------------------------
<S> <C>
*LANDON T. CLAY President of each Fund. Chairman of the Board of EVC, EV, EVM, BMR and Director
Age: 70; has been a of EVC and EV. He also serves as a Director, Managing General Partner, Trustee
Director since 1970. and/or Officer of nine investment companies advised or administered by EVM or BMR.
DONALD R. DWIGHT Mr. Dwight is President of Dwight Partners, Inc. (a corporate relations and
Age: 65; has been a communications company) founded in 1988; Chairman of the Board of Newspapers of
Director since 1986. New England, Inc., since 1983. He also serves as a Director, Managing General
Partner, Trustee and/or Officer of eighty-one investment companies advised or
administered by EVM or BMR.
SAMUEL L. HAYES, III Dr. Hayes is the Jacob H. Schiff Professor of Investment Banking at Harvard
Age: 61; has been a University Graduate School of Business Administration. He also serves as a
Director since 1986. Director, Managing General Partner, Trustee and/or Officer of eighty-one
investment companies advised or administered by EVM or BMR.
NORTON H. REAMER President and a Director of United Asset Management Corporation, Chairman,
Age: 60; has been a President and Director of UAM Funds (mutual funds). He also serves as a Director,
Director since 1986. Managing General Partner, Trustee and/or Officer of eighty-one investment
companies advised or administered by EVM or BMR.
JOHN L. THORNDIKE Director of Fiduciary Company Incorporated in Boston, Massachusetts. He also
Age: 69; has been a serves as a Director, Managing General Partner, Trustee and/or Officer of
Director since 1979. seventy-eight investment companies advised or administered by EVM or BMR.
JACK L. TREYNOR An investment adviser and consultant. He also serves as a Director, Managing
Age: 66; has been a General Partner, Trustee and/or Officer of seventy-seven investment companies
Director since 1971. advised or administered by EVM or BMR.
</TABLE>
As of August 14, 1996, none of the Directors or officers of the Funds
beneficially owned shares of the Funds.
TREASURER
*JAMES L. O'CONNOR has been Treasurer of the Fund since 1989 and of the
Portfolio since inception. He is a Vice President of EVM, BMR and EV. He is
Treasurer of various investment companies advised or administered by EVM or
BMR. Age: 51.
CLERK
*THOMAS OTIS has been Clerk of the Fund since 1969 and Secretary of the
Portfolio since inception. He is Vice President and Secretary of EVC, EVM, BMR
and EV and Secretary of EVD. He is Secretary or Clerk of various investment
companies advised or administered by EVM or BMR. Age: 64.
It is not expected that any of the nominees referred to above will decline
or become unavailable for election, but in case this should happen, the
discretionary power given in the proxy may be used to vote for a substitute
nominee or nominees or to vote to fix the number of Directors for the ensuing
year at less than six (unless authority to vote for election of all nominees
is specifically withheld by executing the proxy in the manner stated thereon).
Messrs. Thorndike (Chairman), Hayes and Reamer are members of the Special
Committee of the Board of Directors of the Funds and Trustees of the
Portfolio. The purpose of the Special Committee is to consider, evaluate and
make recommendations to the full Board concerning (i) all contractual
arrangements with service providers to each Fund, including administrative
services, transfer agency, custodial and fund accounting and distribution
services, and (ii) all other matters in which Eaton Vance or its affiliates
has any actual or potential conflict of interest with any Fund or its
shareholders.
The Nominating Committee is comprised of four Directors/Trustees who are
not "interested persons" as that term is defined under the 1940 Act
("noninterested Directors/Trustees"). The Committee has four-year staggered
terms, with one member rotating off the Committee to be replaced by another
noninterested Director of the Funds or Trustee of the Portfolio. Messrs. Hayes
(Chairman), Reamer, Thorndike and Treynor are currently serving on the
Committee. The purpose of the Committee is to recommend to the Board nominees
for the position of noninterested Director/Trustee and to assure that at least
a majority of the Board is independent of Eaton Vance and its affiliates.
Trustees of the Portfolio who 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 Trustees Deferred Compensation Plan (the
"Plan"). Under the Plan, an eligible Trustee may elect to have his deferred
fees invested by the Portfolio in the shares of one or more funds in the Eaton
Vance Family of Funds, and the amount paid to the Trustees under the Plan will
be determined based upon the performance of such investments. Deferral of
Trustees' fees in accordance with the Plan will have a negligible effect on
the Portfolio's assets, liabilities, and net income, and will not obligate the
Portfolio to retain the services of any Trustee or obligate the Portfolio to
pay any particular level of compensation to the Trustee. None of the Funds nor
the Portfolio has a retirement plan for its Trustees.
Messrs. Treynor (Chairman) and Dwight are members of the Audit Committee
of the Board of Directors of each of the Funds and Trustees of the Portfolio.
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 each Fund and of the Portfolio
matters relative to accounting and auditing practices and procedures,
accounting records, internal accounting controls, and the functions performed
by the custodian and transfer agent of the Funds and the Portfolio.
During each Fund's last fiscal year, the Board of Directors held eight
meetings, the Special Committee held four meetings and the Audit Committee
held one meeting. The Nominating Committee, which was appointed on February
21, 1996 has not held any meetings to date.
The fees and expenses of the Directors of a Fund and Trustees of the
Portfolio who are not members of the Eaton Vance organization are paid by the
Fund and the Portfolio, respectively. During the fiscal years ending ("FYE")
on the dates indicated below, the Directors of the Funds received the
following compensation in their capacities as such, and, during the year ended
June 30, 1996, received the following compensation in their capacities as
Trustees of the Portfolio, and Directors and/or Trustees of the other
investment companies in the Eaton Vance Fund Complex(1):
<TABLE>
<CAPTION>
AGGREGATE AGGREGATE
COMPENSATION COMPENSATION AGGREGATE TOTAL
FROM DEPOSITORS FROM DIVERSIFICATION COMPENSATION AGGREGATE COMPENSATION
FUND FOR FUND FOR FROM EXCHANGE FUND COMPENSATION FROM
NAME FYE 3/31/96 FYE 5/31/96 FOR FYE 6/30/96 FROM THE PORTFOLIO FUND COMPLEX
- --- -------- -------- -------- -------- ------------
<S> <C> <C> <C> <C> <C>
Donald R. Dwight $1,118(2) $1,118(2) $1,130(4) $796(6) $140,000(8)
Samuel L. Hayes, III 1,256(3) 1,256(3) 1,308(5) 907(7) 157,500(9)
Norton H. Reamer 1,235 1,235 1,268 865 140,000
John L. Thorndike 1,315 1,315 1,348 907 145,000
Jack L. Treynor 1,236 1,237 1,274 886 145,000
- ----------
<FN>
(1) The Eaton Vance Fund Complex consists of 218 registered investment companies or series thereof.
(2) Includes $375 of deferred compensation.
(3) Includes $446 of deferred compensation.
(4) Includes $239 of deferred compensation.
(5) Includes $326 of deferred compensation.
(6) Includes $135 of deferred compensation.
(7) Includes $170 of deferred compensation.
(8) Includes $22,500 of deferred compensation.
(9) Includes $11,054 of deferred compensation.
</FN>
</TABLE>
Each of the Funds' charters provide that the Fund will indemnify its
Directors and officers against liabilities and expenses incurred in connection
with any litigation or proceeding in which they may be involved because of
their offices with the Fund. However, no indemnification will be provided to
any Director or officer for any liability to the Fund or its shareholders by
reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.
2. RATIFICATION OF SELECTION OF ACCOUNTANTS
A majority of the members of each Board of Directors who are not
interested persons of a Fund have selected Deloitte & Touche LLP, 125 Summer
Street, Boston, Massachusetts 02110, as independent certified public
accountants to sign or certify any financial statements which may be filed by
the Fund with the Securities and Exchange Commission in respect of all or any
part of the fiscal year ending October 31, 1996, the employment of such
accountants being expressly conditioned upon the right of the relevant Fund,
by vote of a majority of the outstanding capital stock at any meeting called
for the purpose, to terminate such employment forthwith without any penalty.
Such selection was made pursuant to provisions of Section 32(a) of the
Investment Company Act of 1940, and is subject to ratification or rejection by
the stockholders at this meeting. The Funds are informed that no member of
Deloitte & Touche LLP has any direct or material indirect interest in any
Fund.
The Funds' independent certified public accountants provide customary
professional services in connection with the audit function for a management
investment company such as the Funds, including services leading to the
expression of opinions on the financial statements included in each Fund's
annual report to stockholders, opinions on financial statements and other data
included in each Fund's annual report to the Securities and Exchange
Commission, opinions on financial statements included in amendments to each
Fund's registration statement, and preparation of each Fund's Federal tax
returns. The nature and scope of the professional services of the accountants
have been approved by the Audit Committee of each Fund's Board of Directors,
which has considered the possible effect thereof on the independence of the
accountants.
Representatives of Deloitte & Touche LLP are not expected to be present at
the meeting but have been given the opportunity to make a statement if they so
desire and will be available should any matter arise requiring their presence.
It is intended that proxies not limited to the contrary will be voted in
favor of ratifying the selection of Deloitte & Touche LLP, as the independent
certified public accountants to be employed by a Fund to sign or certify
financial statements required to be signed or certified by independent public
accountants and filed with the Securities and Exchange Commission in respect
of all or part of the fiscal year of each Fund ending October 31, 1996.
CERTAIN INFORMATION REGARDING BMR, EVM
AND OFFICERS OF THE FUNDS AND THE PORTFOLIO
Since inception the Portfolio has engaged BMR, a wholly-owned subsidiary
of EVM, as its investment adviser. From each Fund's inception until its
conversion to the Hub and Spoke structure in 1996, each Fund engaged EVM and
its predecessors, as its investment adviser. EVM or BMR act as investment
adviser to investment companies and various individual and institutional
clients, with combined assets under management of over $16 billion. EVM
provides administrative and management services to certain Eaton Vance funds,
as well as The Wright Managed Income Trust, The Wright Managed Equity Trust,
The Wright EquiFund Equity Trust and The Wright Managed Blue Chip Series
Trust. EVM and its affiliates also provide investment management services to
substantial individual and institutional investment counsel accounts.
BMR and EVM are Massachusetts business trusts, and EV is the trustee of
BMR and EVM. 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, EVM, BMR and EV. All shares of the outstanding Voting Common Stock of
EVC are deposited in a Voting Trust which expires on December 31, 1996, the
Voting Trustees of which are Messrs. Clay, Brigham, Gardner, Hawkes, and
Rowland. 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 BMR and EVM who are
also officers and Directors of EVC and EV. As of July 31, 1996, Messrs. Clay,
Gardner and Hawkes each owned 24% of such voting trust receipts, and Messrs.
Rowland and Brigham owned 15% and 13%, respectively. The address of EVC, EVM,
BMR, EV and of its Directors or Trustees is 24 Federal Street, Boston,
Massachusetts 02110.
As of July 31, 1996 there were 9,455,430 shares of Non-Voting Common Stock
of EVC outstanding, 19,360 shares of which were held by EVM. As at such date,
Landon T. Clay owned 1,800,521 shares (or 19.04%) of such Non-Voting Common
Stock of EVC then outstanding, and M. Dozier Gardner owned 280,940 shares (or
2.97%) of such Non-Voting Common Stock. EVC has issued outstanding options to
the following individuals covering the number of shares of EVC Non-Voting
Common Stock set forth after their names: M. Dozier Gardner (32,017);
Benjamin A. Rowland, Jr. (25,373); and James B. Hawkes (148,946).
EVM owns all of the stock of Energex Corporation, which is engaged in oil
and gas exploration and development. EVM owns all the stock of Northeast
Properties, Inc., which is engaged in real estate investment. EVC owns all the
stock of Fulcrum Management, Inc. and MinVen, Inc. which are engaged in
precious metal mining venture investment and management. EVc also owns 24% of
the Class A shares of Lloyd George Management (BVI) Limited, a registered
investment adviser. EVC, BMR, EVM and EV may also enter into other businesses.
Eaton Vance Disributors, Inc. ("EVD") (a wholly-owned subsidiary of EVM)
acts as Principal Underwriter for over 140 investment companies, each of which
makes a continuous offering of shares. EVD also acts as the Placement Agent
for the Portfolio.
OFFICERS OF THE FUNDS AND THE PORTFOLIO
The officers of the Funds and the Portfolio, with their ages indicated in
parenthesis, are as follows (unless otherwise indicated, each of the Fund
officers listed holds the same office with each Fund): Landon T. Clay (70),
President and Director of the Funds since 1970 and of the Portfolio; James B.
Hawkes, Jr., (54), Vice President of the Funds since 1971 and of the
Portfolio; Thomas E. Faust, Jr. (37), Vice President of Diversification Fund
since December 18, 1995, Depositors Fund and Exchange Fund since June 19,
1995, Duncan W. Richardson (38), Vice President of the Portfolio and Portfolio
Manager; James L. O'Connor (51), Treasurer of the Funds since 1989 and of the
Portfolio; Thomas Otis (64), Clerk of the Funds since 1969 and of the
Portfolio; Janet E. Sanders (60), Assistant Treasurer and Assistant Clerk of
the Funds since 1990 and of the Portfolio; M. Katherine Kreider (35),
Assistant Treasurer since February 21, 1996; A. John Murphy (33), Assistant
Clerk of the Funds since April 18, 1995 and of the Portfolio; and Eric G.
Woodbury (38), Assistant Clerk of the Funds since August 7, 1995 and of the
Portfolio. Except as indicated, all officers of the Funds have served in that
capacity for the last five years and all officers of the Portfolio have served
since October 23, 1995. All of the officers of the Funds and the Portfolio
have been employed by BMR, EVM or their predecessors for more than five years
except Ms. Kreider, Assistant Vice President of EVM, BMR and EV since February
5, 1996 was a Senior Audit Manager and Audit Manager-Financial Services
Industry Practice with Deloitte & Touche LLP from 1987-1996; Mr. Murphy,
Assistant Vice President of EVM, BMR and EV since March 1, 1994 and an
employee of EVM since March 1993, was State Regulations Supervisor, The Boston
Company from 1991-1993 and Registration Sepcialist, Fidelity Management &
Research Co., from 1986-1991; and Mr. Woodbury, Vice President of EVM since
February 1993, who was an associate attorney at Dechert, Price & Rhoades and
Gaston & Snow prior thereto. Mr. Hawkes is an officer, Director, and a
stockholder of EVC, an officer and Director of EV, and an officer of EVM and
BMR. Messrs. Faust, Murphy, O'Connor, Richardson, Ms. Sanders and Mr. Woodbury
are officers of EVM, BMR and EV, and stockholders of EVC. Ms. Kreider is an
officer of EVM, BMR and EV. Mr. Otis is an officer and stockholder of EVC and
an officer of EVM, BMR and EV. Because of their positions with BMR, EVM and EV
or their ownership of stock of EVC, Mr. Clay (an Officer and Director of the
Funds and officer and Trustee of the Portfolio), as well as the other officers
of the Funds and the Portfolio, will benefit from the advisory fees paid by
the Portfolio to BMR.
NOTICE TO BANKS AND BROKER/DEALERS
The Funds have previously solicited all Nominee and Broker/Dealer accounts
as to the number of additional Proxy Statements required to supply owners of
shares. Should additional proxy material be required for beneficial owners,
please forward such requests to: First Data Investor Services Group, Eaton
Vance Group of Funds, Proxy Department, P.O. Box 9122, Hingham, MA 02043-9717.
ADDITIONAL INFORMATION
Stockholders wishing to submit proposals for inclusion in a proxy
statement for a subsequent stockholders' meeting should send their written
proposals to: Clerk, [name of Fund], 24 Federal Street, Boston, MA 02110.
Proposals must be received in advance of a proxy solicitation to be included
and the mere submission of a proposal does not guarantee inclusion in the
proxy statement because certain Federal securities law rules must be complied
with.
The expense of preparing, printing and mailing this proxy statement and
enclosures and the cost of soliciting proxies on behalf of the Board of
Directors of each Fund will be borne ratably by the Funds. Proxies will be
solicited by mail and may be solicited in person or by telephone or telegraph
by officers of a Fund, by personnel of its investment adviser, Eaton Vance
Management, by the transfer agent, First Data Investor Services Group, by
broker-dealer firms, or by a professional solicitation organization. The
expenses connected with the solicitation of these proxies and with any further
proxies which may be solicited by a Fund's officers, by the adviser's
personnel, by the transfer agent, First Data Investor Services Group, by
broker-dealer firms or by a professional solicitation organization in person,
by telephone or by telegraph will be borne by that Fund. A Fund will reimburse
banks, broker-dealer firms, and other persons holding that Fund's shares
registered in their names or in the names of their nominees, for their
expenses incurred in sending proxy material to and obtaining proxies from the
beneficial owners of such shares.
All proxy cards solicited by the Board of Directors that are properly
executed and received by the Clerk prior to the meeting, and which are not
revoked, will be voted at the meeting. Shares represented by such proxies will
be voted in accordance with the instructions thereon. If no specification is
made on the proxy card, it will be voted for the matters specified on the
proxy card. All proxies not voted, will not be counted toward estabishing a
quorum. Broker non-votes will be counted toward establishing a quorum and for
determining whether sufficient votes have been received for approval of the
Proposal to be acted upon. Shareholders should note that while votes to
abstain will count toward establishing a quorum, passage of any Proposal being
considered at the meeting will occur only if a sufficient number of votes are
cast for the Proposal. Accordingly, votes to abstain, broker non-votes and
votes against will have the same effect in determining whether a Proposal is
approved.
In the event that sufficient votes in favor of any proposal set forth in
the Notice of this meeting are not received by September 19, 1996 for a Fund,
the persons named as attorneys in the enclosed proxy may propose one or more
adjournments of the meeting of that Fund to permit further solicitation of
proxies. A stockholder vote may be taken on one or more of the proposals in
this proxy statement prior to such adjournment if sufficient votes have been
received and it is otherwise appropriate. Any such adjournment will require
the affirmative vote of the holders of a majority of the shares of that Fund
present in person or by proxy at the session of the meeting to be adjourned.
The persons named as attorneys in the enclosed proxy will vote in favor of
such adjournment those proxies which they are entitled to vote in favor of the
proposal for which further solicitation of proxies is to be made. They will
vote against any such adjournment those proxies required to be voted against
such proposal. The costs of any such additional solicitation and of any
adjourned session will be borne by the relevant Fund.
A copy of a Fund's annual report to shareholders may be obtained without
charge by contacting the Fund at 24 Federal Street, Boston, MA 02110 (800-225-
6265).
DEPOSITORS FUND OF BOSTON, INC.
DIVERSIFICATION FUND, INC.
THE EXCHANGE FUND OF BOSTON, INC.
August 22, 1996
<PAGE>
DEPOSITORS FUND OF BOSTON, INC. THIS PROXY IS SOLICITED ON BEHALF OF
PROXY THE BOARD OF DIRECTORS OF THE FUND
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, revoking previous proxies
for such stock, hereby appoints H. Day Brigham, Jr., Landon T. Clay and Thomas
Otis, or any of them, attorneys of the undersigned, with full power of
substitution, to vote all stock of Depositors Fund of Boston, Inc., which the
undersigned is entitled to vote at the Annual Meeting of the Stockholders of
said Fund to be held on September 19, 1996 at the principal office of the Fund,
24 Federal Street, Boston, Massachusetts 02110, at 10:00 A.M. (Boston time), and
at any and all adjournments thereof. Receipt of the Notice of and Proxy
Statement for said Meeting is acknowledged.
The shares represented by this proxy will be voted on the following matters as
specified below and on the reverse side by the undersigned. If no specification
is made, this proxy will be voted in favor of all such matters. Note: This proxy
must be returned in order for your shares to be voted.
THE DIRECTORS RECOMMEND A VOTE IN FAVOR OF
ALL MATTERS
Dated: , 1996
Please sign exactly as your name or names
appear at left.
(OVER)
<PAGE>
Please vote by filling in the appropriate boxes below, as shown, using blue or
black ink or dark pencil. [X] Do not use red ink.
<TABLE>
<CAPTION>
<S> <C> <C>
1. To fix the number of Directors, and to elect FOR all WITHHOLD
Directors, a Treasurer and a Clerk. nominees, except AUTHORITY
those whose names to vote for
Directors - L.T. Clay, D.R. Dwight, S.L. Hayes, III, are inserted on the any of the
N.H. Reamer, J.L. Thorndike and line at left. nominees.
J.L. Treynor
Treasurer - J.L. O'Connor, Clerk - T. Otis [ ] [ ]
- ---------------------------------------------------
<CAPTION>
<S> <C> <C> <C>
2. To ratify the selection of Deloitte & Touche LLP FOR AGAINST ABSTAIN
as independent certified public accounts of the
Fund. [ ] [ ] [ ]
</TABLE>
As to any other matter, or if any of the nominees named in the Proxy Statement
are not available for election, said attorneys shall vote in accordance with
their judgment.
