As filed with the Securities and Exchange Commission on July 29, 1996
1940 Act File No. 811-1295
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 20 X
DEPOSITORS FUND OF BOSTON, INC.
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(Exact Name of Registrant as Specified in Charter)
24 Federal Street, Boston, Massachusetts 02110
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(Address of Principal Executive Offices)
(617) 482-8260
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(Registrant's Telephone Number including Area Code)
THOMAS OTIS, Clerk
24 Federal Street, Boston, Massachusetts 02110
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(Name and address of agent for service)
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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
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(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 achieve
long-term, after-tax returns for its shareholders through investing in a
diversified portfolio of equity securities. This objective is nonfundamental but
the Directors intend to submit any proposed change which would be material to
shareholders for approval.
The Registrant seeks to achieve its investment objective by
investing in Tax-Managed Growth Portfolio (the "Portfolio") (File No. 811-
7409). The Registrant and the Portfolio have the same investment policies and
restrictions, and, therefore, the Registrant incorporates by reference the
Registration Statement under the Investment Company Act of 1940 (the "1940 Act")
on Form N-1A as previously filed electronically with the Securities and Exchange
Commission (the "Commission") on November 2, 1995 (Accession No.
0000898432-95-000362).
(b) The Registrant incorporates the information set forth
under Item 4 of the Registration Statement of the Portfolio herein by reference.
(c) The Registrant incorporates the information set forth
under Item 4 of the Registration Statement of the Portfolio herein by reference.
Item 5. Management of the Fund
----------------------
(a) The Board of Directors has overall responsibility for
management of the Registrant.
(b)and (c) The Registrant incorporates the information set
forth under Item 5 of the Registration Statement of the Portfolio herein by
reference.
(c) Inapplicable.
(d) Eaton Vance Management ("Eaton Vance" or "Administrator")
acts as Administrator of the Registrant, but currently receives no compensation
for providing administrative services to the Registrant.
(e) The transfer and dividend disbursing agent is First Data
Investor Services Group, 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, 1996 was 0.79%.
(g) Not applicable
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Item 6. Capital Stock and Other Securities
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(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. In addition, whenever
the Registrant as an investor in the Portfolio is requested to vote on matters
pertaining to the Portfolio (other than the termination of the Portfolio's
business, which may be determined by the Trustees of the Portfolio without
investor approval), the Registrant will hold a meeting of shareholders and will
vote its interest in the Portfolio for or against such matters proportionately
to the instructions to vote for or against such matters received from
shareholders. The Registrant shall vote shares for which it receives no voting
instructions in the same proportion as the shares for which it receives voting
instructions. Other investors in the Portfolio may alone or collectively acquire
sufficient voting interests in the Portfolio to control matters relating to the
operation of the Portfolio, which may require the Registrant to withdraw its
investment in the Portfolio or take other appropriate action.
(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 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. 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.
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(h) The Registrant, unlike mutual funds which directly acquire
and manage their own portfolios of securities, seeks to achieve its investment
objective by investing its assets in an interest in the Portfolio, which is a
separate investment company with an identical investment objective (although the
Registrant may temporarily hold a de minimis amount of cash). Therefore, the
Registrant's interest in the securities owned by the Portfolio is indirect. In
addition to selling an interest to the Registrant, the Portfolio may sell
interests to other affiliated and non-affiliated mutual funds or institutional
investors. Such investors will invest in the Portfolio on the same terms and
conditions and will pay a proportionate share of the Portfolio's expenses. The
Registrant may withdraw (completely redeem) all its assets from the Portfolio at
any time if the Board of Directors of the Registrant determines that it is in
the best interest of the Registrant to do so. The investment objective and the
nonfundamental investment policies of the Registrant and the Portfolio may be
changed by the Directors of the Registrant and the Trustees of the Portfolio
without obtaining the approval of the shareholders of the Registrant or the
investors in the Portfolio, as the case may be. Any such change of the
investment objective will be preceded by thirty days' advance written notice to
the shareholders of the Registrant or the investors in the Portfolio, as the
case may be. In the event the Registrant withdraws all of its assets from the
Portfolio, or the Board of Directors of the Registrant determines that the
investment objective of the Portfolio is no longer consistent with the
investment objective of the Registrant, such Directors would consider what
action might be taken, including investing the assets of the Registrant in
another pooled investment entity or retaining an investment adviser to manage
the Registrant's assets in accordance with its investment objective. The
Registrant's investment performance may be affected by a withdrawal of all its
assets from the Portfolio. Smaller investors in the Portfolio may be adversely
affected by the actions of a larger investor in the Portfolio. For example, if a
large investor withdraws from the Portfolio, the remaining investors may
experience higher pro rata operating expenses, thereby producing lower returns.
Additionally, the Portfolio may become less diverse, resulting in increased
portfolio risk, and experience decreasing economies of scale. However, this
possibility exists as well for historically structured funds which have large or
institutional investors. Until 1992, the Administrator sponsored and advised
historically structured funds. Funds which invest all their assets in interests
in a separate investment company are a relatively new development in the mutual
fund industry and, therefore, the Registrant may be subject to additional
regulations than historically structured funds. The Declaration of Trust of the
Portfolio provides that the Portfolio will terminate 120 days after the complete
withdrawal of the Registrant or any other investor in the Portfolio, unless
either the remaining investors, by unanimous vote at a meeting of such
investors, or a majority of the Trustees of the Portfolio, by written instrument
consented to by all investors, agree to continue the business of the Portfolio.
This provision is consistent with treatment of the Portfolio as a partnership
for federal income tax purposes.
Item 7. Purchase of Securities Being Offered
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Inapplicable. Registrant has not offered its shares for sale
subsequent to its initial public offering in 1964.
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Item 8. Redemption or Repurchase of Registrant's Shares
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A shareholder has the right to redeem fund shares by
delivering to First Data Investor Services Group, 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 First Data Investor Services Group.
In addition, in some cases, good order may require the furnishing of additional
documentation if shares are registered in the name of a corporation,
partnership or fiduciary. Payment will be made within seven days of the
receipt of the aforementioned documents.
In addition to the redemption of shares in the manner
described above, the Registrant, for the convenience of its shareholders, has
authorized Eaton Vance to act as its agent in the repurchase of 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 First Data Investor Services Group 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 investment in the Portfolio
over its liabilities). The Registrant incorporates the information set forth
under Item 19 of the Registration Statement of the Portfolio herein by
reference.
Item 9. Pending Legal Proceeding
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Not applicable
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PART B
INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
Item 10. Cover Page
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Inapplicable
Item 11. Table of Contents
-----------------
Inapplicable
Item 12. General Information and History
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Up to March 31, 1996, the Registrant invested in a portfolio
of securities. Since then, it invests in the Portfolio.
Item 13. Investment Objectives and Policies
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(a) - (c) The Registrant incorporates the information set
forth under Item 13 of the Registration Statement of the Portfolio herein by
reference.
(d) Inapplicable.
Item 14. Management of the Fund
----------------------
The Directors and officers of the Registrant and the Trustees
and officers of the Portfolio 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/Trustee and officer is 24 Federal Street, Boston, Massachusetts, 02110,
which is also the address of the Portfolio's investment advisor, Boston
Management and Research ("BMR"), a wholly-owned subsidiary of Eaton Vance
Management ("Eaton Vance"); Eaton Vance's parent, Eaton Vance Corp. ("EVC"); and
of Eaton Vance's and BMR's Trustee, Eaton Vance, Inc. ("EV"). Eaton Vance and EV
are both wholly-owned subsidiaries of EVC. Those Directors/Trustees 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(*). All of the officers, Directors/Trustees listed below are also
officers, Directors or Trustees of various investment companies managed by Eaton
Vance or BMR.
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(1) (2) (3)
Position Held
with Registrant/ Principal Occupations
Name (Age) and Address Portfolio during Past 5 Years
- ---------------------- --------- -------------------
Landon T. Clay(70)* President & Chairman of the Board and
Director/Trustee Director of EVC and EV;
Chairman, Eaton Vance
and BMR.
Donald R. Dwight(65) Director/Trustee President Dwight Partners,
Clover Mill Lane Inc. (since 1988) (a
Lyme, New Hampshire 03468 corporate relations and
communications company;)
Chairman of the Board of
Newspapers of New England,
Inc. (since 1983).
Samuel L. Hayes, III(61) Director/Trustee 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 (60) Director/Trustee 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, UAM Funds
(mutual funds)
John L. Thorndike (69) Director/Trustee Director, Fiduciary Trust
175 Federal Street Company, Incorporated.
Boston, Massachusetts 02110
Jack L. Treynor (66) Director/Trustee Investment Adviser and
504 Via Almar Consultant.
Palos Verdes Estates,
California 90274
Thomas E. Faust, Jr.(38) Vice President of Vice President, Eaton
the Registrant Vance, EV and BMR.
James B. Hawkes(54) Vice President Executive Vice President
and Director, EVC and EV;
Executive Vice President
of Eaton Vance and BMR.
Duncan W. Richardson(38) Vice President of Vice President, Eaton
the Portfolio Vance, EV and BMR.
Thomas Otis(64) Clerk Vice President and
Secretary, EVC, Eaton
Vance, EV and BMR.
James L. O'Connor(51) Treasurer Vice President, Eaton
Vance, EV and BMR.
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Janet E. Sanders(60) Assistant Treasurer Vice President, Eaton
& Assistant Clerk/ Vance, EV and BMR.
Assistant Secretary
M. Katherine Kreider(35) Assistant Treasurer Assistant Vice President,
(since 2/21/96) Eaton Vance, BMR and EV
(since 2/5/96); Senior
Audit Manager and Audit
Manager Financial Services
Industry Practice with
Deloitte & Touche LLP
(1987 to 1996).
A. John Murphy (33) Assistant Clerk/ Assistant Vice President,
Assistant Secretary Eaton Vance, BMR and EV
(since 3/27/95) (since 3/1/94); employee
of Eaton Vance (since
March 1993); State
Regulations Supervisor,
The Boston Company (1991-
1993); Registration
Specialist, Fidelity
Management & Research Co.
(1986-1991).
Eric G. Woodbury (39) Assistant Clerk/ Vice President of Eaton
Assistant Secretary Vance, BMR and EV and
(since 6/19/95) employee of Eaton Vance
(since February, 1993);
formerly, associate
attorney at Dechert,
Price & Rhoads and Gaston
& Snow.
Messrs. Thorndike (Chairman), Hayes and Reamer are members of
the Special Committee of the Board of Directors of the Registrant 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 the Registrant, 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 the Registrant or its
shareholders.
The Nominating Committee is comprised of four Board members
who are not "interested persons" as that term is defined under the Investment
Company Act of 1940 ("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 Registrant. 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.
Messrs. Treynor (Chairman) and Dwight are members of the Audit
Committee of the Board of Directors of the Registrant and the 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 the Registrant and the
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Portfolio matters relative to trading and brokerage policies and practices,
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 and the Portfolio.
(c) The fees and expenses of those Directors of the Registrant
and Trustees of the Portfolio who are not members of the Eaton Vance
organization (noninterested Directors/Trustees) are paid by the Registrant and
the Portfolio, respectively. (The Directors of the Registrant and Trustees of
the Portfolio who are members of the Eaton Vance organization receive no
compensation from the Registrant or the Portfolio.)
Trustees of the Portfolio that are not affiliated with the
investment adviser, BMR, may elect to defer receipt of all or a percentage of
their annual fees in accordance with the terms of a Trustees Deferred
Compensation Plan (the "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. Neither the Registrant nor the Portfolio has a retirement plan for
its Directors/Trustees.
During the Registrant's fiscal year ended March 31, 1996, the
noninterested Directors of the Registrant earned the following compensation in
their capacities as Directors from the Registrant, and as Directors and/or
Trustees from the funds in the Eaton Vance fund complex(1):
Aggregate Total Compensation
from from Registrant and
Name Registrant Fund Complex
---- ---------- ------------
Donald R.
Dwight $ 1,118(2) $ 137,500(4)
Samuel L.
Hayes, III 1,256(3) 153,750(5)
Norton H.
Reamer 1,235 137,500
John L.
Thorndike 1,315 142,500
Jack L.
Treynor 1,236 142,500
(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 $35,313 of deferred compensation.
(5) Includes $37,500 of deferred compensation.
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Item 15. Control Persons and Principal Holders of Securities
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(a) Not applicable
(b) As of June 30, 1996, the Directors and officers of the
Registrant, 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 owned 5% or more of its stock, except the following shareholders
who owned of record the approximate percentage of outstanding shares indicated
after their names as of June 30, 1996: Walter S. Rosenberry, III, TR, U/A dated
10/20/81 Sarah Maud W. Siversten, St. Paul, MN (10.8%); and Bank of America &
John H. McCormick, TTEES, A.L. McCormick 1991 Trust, dated 8/28/91, Los Angeles,
CA U/A (9.3%). To the Fund's knowledge, no other person owned of record or
beneficially 5% or more of the Fund's outstanding shares as of such date.
Item 16. Investment Advisory and Other Services
--------------------------------------
(a) - (c) The Registrant incorporates the information set
forth under Item 16 of the Registration Statement of the Portfolio herein by
reference. The management fees paid by the Registrant for the fiscal years ended
March 31, 1996, 1995 and 1994 were $429,804, $350,354 and $370,335,
respectively.
(d) Eaton Vance serves as Administrator of the Registrant, but
currently receives no compensation for providing administrative services to the
Registrant. Under its agreement with the Registrant, Eaton Vance has been
engaged to administer the Registrant's affairs, subject to the supervision of
the Board of Directors, and shall furnish for the use of the Registrant office
space and all necessary office facilities, equipment and personnel for
administering the affairs of the Registrant.
(e)(f) and (g) Inapplicable.
(h) and (i) Investors Bank & Trust Company ("IBT"), 89 South
Street, Boston, Massachusetts, acts as custodian for the Registrant and the
Portfolio. IBT has custody of all cash and securities representing the
Registrant's interest in the Portfolio, has custody of all the Portfolio's
assets, maintains the general ledger of the Portfolio and the Registrant and
computes the daily net asset value of interests in the Portfolio and the net
asset value of shares of the Fund. In such capacity it attends to details in
connection with the sale, exchange, substitution, transfer or other dealings
with the Portfolio's investments, receives and disburses all funds, and performs
various other ministerial duties upon receipt of proper instructions from the
Registrant and the Portfolio. IBT charges fees which are competitive within the
industry. A portion of the fee relates to custody, bookkeeping and valuation
services and is based upon a percentage of the Registrant's and the Portfolio's
net assets and a portion of the fee relates to activity charges, primarily the
number of portfolio transactions. These fees are then reduced by a credit for
cash balances of the particular investment company at the custodian equal to 75%
of the 91-day, U.S. Treasury Bill auction rate applied to the particular
investment company's average daily collected balances for the week. Landon T.
Clay, a Director of EVC and an officer, Trustee or Director of other members of
the Eaton Vance organization, owns approximately 13% of the voting stock of
Investors Financial Services Corp., the holding company parent of IBT.
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.
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Item 17. Brokerage Allocation and Other Practices
----------------------------------------
(a) - (e) The Registrant incorporates the information set
forth under Item 17 of the Registration Statement of the Portfolio herein by
reference. During the Registrant's fiscal years ended March 31, 1996, 1995 and
1994, the Registrant paid brokerage commissions of $5,100, $1,776 and $9,929,
respectively, on portfolio security transactions of which approximately $5,100,
$1,776 and $7,001, respectively, was paid in respect of portfolio security
transactions aggregating approximately $3,340,936, $1,694,221 and $3,511,996,
respectively, to firms which provided some research services to Eaton Vance
(although many of such firms may have been selected in any particular
transaction primarily because of their execution capabilities).
Item 18. Capital Stock and Other Securities
----------------------------------
(a) The Registrant has one class of securities, i.e., shares
of common stock of the par value of $1.00 each, all of one class and all having
equal voting rights. Shareholders are entitled to dividends when and as
declared by the Board of Directors, and to participate equally in any
liquidation or dissolution of the Registrant. Shares when issued will be
fully paid and nonassessable and fully transferable. Shares have no pre-
emptive, subscription or conversion rights. There are no sinking fund
provisions.
A shareholder may redeem his shares by depositing his shares
in good order for transfer with the Transfer Agent with a written request for
redemption. A shareholder will receive the net asset value next determined
after said deposit. Payment must be made within seven days after deposit. If the
determination of the purchase price is postponed beyond the date on which it
would normally occur by reason of a declaration of the Board of Directors
suspending determination of net asset value, the right of a shareholder to
have his shares purchased by the Registrant shall be similarly suspended, and
the shareholder may withdraw his shares from deposit if he so elects; or, if he
does not so elect, the purchase price shall be the net asset value of the shares
deposited, next determined after termination of such suspension and payment
therefore shall be within seven days thereafter. See Item 19 below.
The rights of the holders of the common stock may be modified
by a vote of the holders of not less than a majority of the outstanding voting
securities (as that term is defined in the Investment Company Act of 1940).
(b) Not applicable
Item 19. Purchase, Redemption and Pricing of Securities Being Offered
------------------------------------------------------------
(a) Subsequent to its initial public offering in 1964, the
Registrant has not offered its shares for sale.
(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
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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 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 Registrant 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 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) 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 March 31, 1996
and intends to meet such requirements for the taxable year ending October 31,
1996.
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 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
12
<PAGE>
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
--------------------
Registrant incorporates by reference the audited financial
information for the Registrant contained in the Fund's shareholder report for
the fiscal year ended March 31, 1996 as previously filed electronically with
the Securities and Exchange Commission on May 15, 1996 (Accession Number
0000950156-96-000487).
13
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
---------------------------------
(a) INCORPORATED IN ITEM 23 OF THE REGISTRANT'S PART B BY REFERENCE
TO THE ANNUAL REPORT FOR DEPOSITORS FUND OF BOSTON, INC., DATED
MARCH 31, 1996, FILED ELECTRONICALLY ON MAY 15, 1996 WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO SECTION 30(b)(2)
OF THE INVESTMENT COMPANY ACT OF 1940 (Accession No. 0000950156-
96-000487) which contains the following:
Portfolio of Investments, March 31, 1996
Statement of Assets and Liabilities, March 31, 1996
Statement of Operations For The Year Ended March 31, 1996
Statement of Changes In Net Assets For the last The Two Years
Ended March 31, 1996
Financial Highlights For the last Five Years Ended March 31, 1996
Notes to Financial Statements Independent Auditor's Report dated
April 26, 1996
(b) Exhibits:
(1)(a) Articles of Organization dated November 24, 1964,
filed as Exhibit (1)(a) to Amendment No. 19 on
July 31, 1995 and incorporated herein by reference.
(b) Articles of Amendment dated June 29, 1983, filed as
Exhibit (1)(b) to Amendment No. 19 on July 31, 1995
and incorporated herein by reference.
(c) Articles of Amendment dated April 29, 1996, filed
herewith.
(2)(a) By-Laws adopted November 24, 1964, (incorporating
all amendments through June 28, 1983) filed as
Exhibit (2) to Amendment No. 19 on July 31, 1995
and incorporated herein by reference.
(b) Amendment to By-Laws dated September 21, 1995,
filed herewith.
(c) Amendment to By-Laws dated March 15, 1996, filed
herewith.
(3) Not Applicable
(4) Not Applicable
(5) Not Applicable
(6) Not Applicable
(7) The Securities and Exchange Commission has granted
the Registrant an exemptive order that permits the
Registrant to enter into deferred compensation
arrangements with its independent Directors. See
in the Matter of Capital Exchange Fund, Inc.,
Release No. IC-20671 (November 1, 1994).
14
<PAGE>
(8)(a) Custodian Agreement dated December 17, 1990 filed
as Exhibit (8) to Amendment No. 19 on July 31, 1995
and incorporated herein by reference.
(b) Amendment to Custodian Agreement dated October 23,
1995, filed herewith.
(9) Administrative Services Agreement with Eaton Vance
Management dated April 1, 1996, filed herewith.
(10) Not Applicable
(11) Not Applicable
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
Item 25. Persons Controlled by or under Common Control with Registrant
-------------------------------------------------------------
Not Applicable
Item 26. Number of Holders of Securities
-------------------------------
(1) (2)
Number of Record
Title of Class Holders
-------------- -------
Capital Stock 242
$1.00 par value as of June 30, 1996
Item 27. Indemnification
---------------
Registrant's Articles of Organization contain the following
provision with respect to indemnification of Directors and officers:
"(a) Subject to the exceptions and limitations contained in paragraph (b),
below:
(i) every person who is, or has been, a director or officer of the
Corporation shall be indemnified by the Corporation to the fullest
extent permitted by law against liability and against all expenses
reasonable incurred or paid by him in connection with any claim,
action, suit or proceeding in which he becomes involved as a party or
otherwise by virtue of his being or having been a director or officer
and against amounts paid or incurred by him in the settlement thereof;
15
<PAGE>
(ii) the words 'claim', 'action', 'suit', or 'proceeding' shall apply
to all claims, actions, suits or proceedings (civil, criminal or other,
including appeals), actual or threatened, whether or not based on any
act or omission antedating adoption of this Article XIV; and words
'liability' and 'expenses' shall include, without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement, fines,
penalties and other liabilities.
(b) No indemnification shall be provided hereunder to a director or officer:
(i) against any liability to the Corporation or its shareholders by
reason of wilful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office;
(ii) with respect to any matter as to which he shall have been finally
adjudicated not to have acted in good faith in the reasonable belief
that his action was in the best interests of the Corporation;
(iii) in the event of a settlement unless there has been a
determination that such director or officer did not engage in wilful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office,
(A) by the court or other body approving the settlement; or
(B) by vote of a majority of the outstanding shares of the
Corporation not including any shares owned by any affiliated
person (as defined in Section 2 (a) (3) of the Investment
Company Act of 1940) of the Corporation; or
(C) by vote of two-thirds (2/3) of those members of the Board
of Directors of the Corporation, constituting at least a
majority of such Board, who are not themselves involved in the
claim, action, suit or proceeding; or
(D) by written opinion of independent counsel,
provided, however, that any shareholder may, by appropriate legal
proceedings, challenge any such determination by the Board of
Directors, or by independent counsel.
(c) The rights of indemnification herein provided may be insured against by
policies maintained by the Corporation, shall be severable, shall not affect any
other rights to which any director or officer may now or hereafter be entitled,
shall continue as to a person who has ceased to be such director or officer and
shall inure to the benefit of the heirs, executors and administrators of such a
person. Nothing contained herein shall affect any rights to indemnification to
which corporate personnel other than directors and officers may be entitled by
contract or otherwise under law.
(d) Expenses of preparation and presentation of a defense to any claim, action,
suit or proceeding of the character described in paragraph (a) of this Article
XIV may be advanced by the Corporation prior to final disposition thereof upon
receipt of an undertaking by or on behalf of the recipient, guaranteed by a
surety bond issued by an insurance company qualified to do business in the
Commonwealth of Massachusetts, to repay such amount if it is ultimately
determined that he is not entitled to indemnification under this Article XIV."
16
<PAGE>
The Massachusetts Business Corporation Laws Section 67
"Indemnification of officers and directors", of Chapter 156B of the General Laws
of Massachusetts, provides as follows:
"Indemnification of directors and officers, employees and
other agents of a corporation, and persons who serve at its request as
directors, officers, employees or other agents of another organization, or who
serve at its request in any capacity with respect to any employee benefit plan,
may be provided by it to whatever extent shall be specified in or authorized by
(i) the articles of organization or (ii) a by-law adopted by the stockholders or
(iii) a vote adopted by the holders of a majority of the shares of stock entitle
to vote on the election of directors. Except as the articles of organization or
by-laws otherwise require, indemnification of any persons referred to in the
preceding sentence who are not directors of the corporation may be provided by
it to the extent authorized by the directors. Such indemnification may include
payment by the corporation of expenses incurred in defending a civil or criminal
action or proceeding in advance of the final disposition of such action or
proceeding, upon receipt of an undertaking by the person indemnified to repay
such payment if he shall be adjudicated to be not entitled to indemnification
under this section which undertaking may be accepted without reference to the
financial ability of such person to make repayment. Any such indemnification may
be provided although the person to be indemnified is no longer an officer,
director, employee or agent of the corporation or of such other organization no
longer serves with respect to any such employee benefit plan.
No indemnification shall be provided for any person with
respect to any matter as to which he shall have been adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that his
action was in the best interest of the corporation or to the extent that such
matter relates to service with respect to an employee benefit plan, in the best
interests of the participants or beneficiaries of such employee benefit plan.
The absence of any express provision for indemnification shall
not limit any right of indemnification existing independently of this section.
A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
other agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or other agent of another
organization in which it owns shares or of which it is a creditor, against any
liability incurred by him in any such capacity or arising out of his status as
such whether or not the corporation would have the power to indemnify him
against such liability."
So long as the position of the Division of Investment
Management of the Securities and Exchange Commission with respect to
indemnification of officers and directors as set forth in Release No. IC-11330
dated September 2, 1980 remains in effect, the Registrant undertakes that it
will not indemnify any such officer or director pursuant to clause (B) or (C) of
Paragraph (b) (iii) of Article XIV of the Registrant's Articles of Organization
in the absence of a written determination by independent legal counsel that
the person being indemnified was not liable to the Registrant or its
shareholders by reason of disabling conduct, unless in the opinion of its
counsel the matter has been settled by controlling precedent.
Registrant's Directors and officers are insured under a
standard mutual fund errors and omissions insurance policy covering loss
incurred by reason of negligent errors and omissions committed in their
capacities as such.
17
<PAGE>
Item 28. Business and Other Connections of Investment Adviser
----------------------------------------------------
Reference is made to the information set forth under the
caption "Investment Advisory and Other Services" in Item 16 of Part B, which
information is incorporated herein by reference.
Item 29. Principal Underwriters
----------------------
Inapplicable inasmuch as Registrant does not make a continuous
offering of its shares. See Item 21.
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 02110, and the
Registrant's transfer agent, First Data Investor Services Group, 4400 Computer
Drive, Westborough, Massachusetts 01581 with the exception of certain corporate
documents and portfolio trading documents as prescribed and listed in Rules
31a-1(b), (4), (5), (6), (7), (9), (10), and (11) which are in the possession
and custody of the Registrant's Treasurer at 24 Federal Street, Boston,
Massachusetts 02110. Registrant is informed that all applicable accounts, books
and documents required to be maintained by registered investment advisers are in
the custody and possession of the Portfolio's Investment Adviser, BMR, 24
Federal Street, Boston, Massachusetts 02110.
Item 31. Management Services
-------------------
Not Applicable
Item 32. Undertakings
------------
Not Applicable
18
<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 29th day of July 1996.
DEPOSITORS FUND OF BOSTON, INC.
By /s/ James L. O'Connor
------------------------------
James L. O'Connor, Treasurer
19
<PAGE>
EXHIBIT INDEX
The following exhibits are filed as part of this Registration Statement.
Exhibit No. Description
- ----------- -----------
1(c) Articles of Amendment dated April 29, 1996.
2(b) Amendment to By-Laws adopted September 21, 1995.
(c) Amendment to By-Laws adopted March 15, 1996.
8(b) Amendment to Custodian Agreement dated October 23, 1995.
9 Administrative Services Agreement with Eaton Vance
Management dated April 1, 1996.
20
EXHIBIT 99.1(c)
FEDERAL IDENTIFICATION
NO. 04-2374753
THE COMMONWEALTH OF MASSACHUSETTS
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
We, Landon T. Clay , President
-------------------------------------------------
and Thomas Otis , Clerk
-------------------------------------------------
of Depositors Fund of Boston, Inc.
--------------------------------------------------------------,
(Exact name of corporation)
located at 24 Federal Street, Boston, MA 02110
-------------------------------------------------------,
(Street address of corporation in Massachusetts)
certify that these Articles of Amendment effecting articles numbered:
6
- -------------------------------------------------------------------
(Number those articles 1,2,3,4,5 and/or 6 being amended)
of the Articles of Organization was duly adopted at a meeting held April 26,
1996, by vote of:
426,863.541 Common Stock 616,550.012
- ----------- shares of ------------ of ----------- shares outstanding,
(type, class & series, if any)
- ----------- shares of ------------ of ----------- shares outstanding,
(type, class & series, if any)
and
- ----------- shares of ------------ of ----------- shares outstanding,
(type, class & series, if any)
being at least two-thirds of each type, class or series outstanding and entitled
to vote thereon.
<PAGE>
The following other lawful provisions for the conduct and regulation of
the business of the Corporation, for its voluntary dissolution, for limiting,
defining or regulating the powers of the Corporation, its directors or
shareholders are amended as indicated below:
VOTED: That Article XI of the Articles of Organization
of the Corporation be and it hereby is amended to
read as follows:
ARTICLE XI
Winding Up and Dissolution
(a) In the event that the holders of a majority of the shares of the
Corporation vote to wind up and liquidate the Corporation, no further shares of
the Corporation shall be sold or redeemed or repurchased by the Corporation, and
the then Directors shall proceed to wind up its affairs, liquidate its assets,
pay its liabilities and expenses, distribute assets or the proceeds thereof
among the holders of the shares in proportion to their holdings of shares, and
do all acts necessary to secure the dissolution of the Corporation.
(b) The holders of a majority of the shares of the Corporation
outstanding and entitled to vote thereon at a meeting called for the purpose may
vote to authorize a reorganization providing for the sale, lease or exchange of
all or substantially all of the Corporation's property and assets to another
registered investment company.
(c) for the purpose of such winding up, liquidation, reorganization,
distribution and dissolution, the then Directors shall continue in office until
such duties have been duly performed. during the period of liquidation or
reorganization and until all distribution to the shareholders has been completed
the Directors shall cause the net asset value of the shares to be determined as
hereinbefore provided, and their compensation shall be subject to the limitation
contained in Article V hereof.
The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
29th April 96
SIGNED UNDER THE PENALTIES OF PERJURY, this ---- day of -----, 19---.
/s/ Landon T. Clay
- -------------------------------------------------, President
/s/ Thomas Otis
- -------------------------------------------------, Clerk
<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
------------------------------------------------
------------------------------------------------
I hereby approve the within Articles of Amendment and,
the filing fee in the amount of $100.00 having been paid,
said articles are deemed to have been filed with me this
1st day of May, 1996.
Effective date:_______________________________
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
EXHIBIT 99.2(b)
AMENDMENT TO
BY-LAWS
OF
DEPOSITORS FUND OF BOSTON, INC.
September 21, 1995
Pursuant to ARTICLE XV of the BY-LAWS of Depositors Fund of Boston, Inc., (the
"Fund") upon vote of the holders of a majority of the outstanding shares of
stock of the Fund entitled to vote at a Special Meeting in lieu of the Annual
Meeting of Stockholders held on September 21, 1995, the first sentence of
Section 1. of ARTICLE II of the BY-LAWS of the Fund was amended to read as
follows:
SECTION 1. Annual Meeting. A meeting of the shareholders for the purpose of
electing a Board of Directors, the Treasurer and the Clerk, and for the
transaction of such other business as may properly be brought before the
meeting, shall be held annually, on the third thursday in September beginning in
1996, unless said day be a legal holiday, in which case the annual meeting shall
be held on the next day thereafter not a legal holiday.
********************
EXHIBIT 99.2(c)
AMENDMENT TO
BY-LAWS
OF
DEPOSITORS FUND OF BOSTON, INC.
March 15, 1996
Pursuant to ARTICLE XV of the BY-LAWS of Depositors Fund of Boston, Inc., (the
Fund") upon vote of the holders of a majority of the outstanding shares of stock
of the Fund entitled to vote at a Special Meeting of Stockholders held on March
15, 1996 ARTICLE VII of the BY-LAWS of the Fund was amended to read as follows:
ARTICLE VII
Fiscal Year
Effective April 1, 1996, the fiscal year of the Corporation shall end on October
31st in each year.
****************
EXHIBIT 99.8(b)
AMENDMENT TO
MASTER CUSTODIAN AGREEMENT
between
EATON VANCE GROUP OF FUNDS
and
INVESTORS BANK & TRUST COMPANY
This Amendment, dated as of October 23, 1995, is made to the MASTER
CUSTODIAN AGREEMENT (the "Agreement") between each investment company for which
Eaton Vance Management acts as investment adviser or administrator which has
adopted the Agreement (the "Funds") and Investors Bank & Trust Company (the
"Custodian") pursuant to Section 10 of the Agreement.
The Funds and the Custodian agree that Section 10 of the Agreement
shall, as of October 23, 1995, be amended to read as follows:
Unless otherwise defined herein, terms which are defined in the
Agreement and used herein are so used as so defined.
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 by either party after August
31, 2000 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 in the event
the Custodian assigns this Agreement to another party without consent of the
noninterested Trustees of the Funds, 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).
This Agreement may be amended at any time by the written agreement of
the parties hereto. If a majority of the non-interested trustees of any of the
Funds determines that the performance of the Custodian has been unsatisfactory
or adverse to the interests of shareholders of any Fund or Funds or that the
terms of the Agreement are no longer consistent with publicly available industry
standards, then the Fund or Funds shall give written notice to the Custodian of
such determination and the Custodian shall have 60 days to (1) correct such
performance to the satisfaction of the non-interested trustees or (2)
<PAGE>
renegotiate terms which are satisfactory to the non-interested trustees of the
Funds. If the conditions of the preceding sentence are not met then the Fund
or Funds may terminate this Agreement on sixty (60) days written notice.
The Board of the Fund shall, forthwith, upon giving or receiving notice
of termination of this Agreement, appoint as successor custodian, a bank or
trust company having the qualifications required by the Investment Company Act
of 1940 and the Rules thereunder. 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 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 meeting the above required qualifications,
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.
Except as expressly provided herein, the Agreement shall remain
unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers, as of the day and year first above
written.
CAPITAL EXCHANGE FUND, INC. EATON VANCE MUNICIPALS TRUST II
DEPOSITORS FUND OF BOSTON, INC. EATON VANCE MUTUAL FUNDS TRUST
DIVERSIFICATION FUND, INC. EATON VANCE PRIME RATE RESERVES
EATON VANCE EQUITY-INCOME TRUST EATON VANCE SPECIAL INVESTMENT TRUST
EATON VANCE GROWTH TRUST EV CLASSIC SENIOR FLOATING-RATE FUND
EATON VANCE INVESTMENT FUND, INC. FIDUCIARY EXCHANGE FUND, INC.
EATON VANCE INVESTMENT TRUST SECOND FIDUCIARY EXCHANGE FUND, INC.
EATON VANCE MUNICIPAL BOND FUND L.P. THE EXCHANGE FUND OF BOSTON, INC.
EATON VANCE MUNICIPALS TRUST VANCE, SANDERS EXCHANGE FUND
By: /s/ James L. O'Connor
---------------------------
Treasurer
INVESTORS BANK & TRUST COMPANY
By: /s/ Michael F. Rogers
--------------------------
EXHIBIT 99.9
DEPOSITORS FUND OF BOSTON, INC.
ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT made this 1st day of April, 1996, between Depositors Fund of
Boston, Inc., a Massachusetts corporation (the "Fund") and Eaton Vance
Management, a Massachusetts business Trust, (the "Administrator").
1. Duties of the Administrator. The Fund hereby employs the
Administrator to act as administrator of the Fund and to administer its affairs,
subject to the supervision of the Directors of the Fund, for the period and on
the terms set forth in this Agreement.
The Administrator hereby accepts such employment, and undertakes to
afford to the Fund the advice and assistance of the Administrator's organization
in the administration of the Fund and to furnish for the use of the Fund office
space and all necessary office facilities, equipment and personnel for
administering the affairs of the Fund and to pay the salaries and fees of all
officers and Directors of the Fund who are members of the Administrator's
organization and all personnel of the Administrator performing services relating
to administrative activities. The Administrator shall for all purposes herein be
deemed to be an independent contractor and shall, except as otherwise expressly
provided or authorized, have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.
Notwithstanding the foregoing, the Administrator shall not be deemed to
have assumed any duties with respect to, and shall not be responsible for, the
management of the Fund's assets or the rendering of investment advice and
supervision with respect thereto or the distribution of shares of the Fund, nor
shall the Administrator be deemed to have assumed or have any responsibility
with respect to functions specifically assumed by any transfer agent, custodian
or shareholder servicing agent of the Fund. It is intended that the assets of
the Fund will be invested in an interest in Tax-Managed Growth Portfolio (the
"Portfolio"), a registered open-end investment company having substantially the
same investment objective, policies and restrictions as the Fund. Boston
Management and Research ("BMR"), an affiliate of the Administrator, currently
acts as investment adviser to the Portfolio under the Investment Advisory
Agreement dated October 23, 1995 between the Portfolio and BMR.
2. Allocation of Charges and Expenses. The Administrator shall pay the
entire salaries and fees of all of the Fund's Directors and officers who devote
part or all of their time to the affairs of the Administrator, and the salaries
and fees of such persons shall not be deemed to be expenses incurred by the Fund
for purposes of this Section 2. Except as provided in the foregoing sentence,
the Administrator shall not pay any expenses relating to the Fund including,
without implied limitation, (i) expenses of maintaining the Fund and continuing
its existence, (ii) registration of the Fund under the Investment Company Act of
1940, (iii) commissions, fees and other expenses connected with the acquisition,
disposition and valuation of securities and other investments, (iv) auditing,
accounting and legal expenses, (v) taxes and interest, (vi) governmental fees,
(vii) expenses of issue, sale, repurchase and redemption of shares, (viii)
expenses of registering and qualifying the Fund and its shares under federal and
state securities laws and of preparing and printing prospectuses for such
purposes and for distributing the same to shareholders and investors, (ix)
expenses of reports and notices to shareholders and of meetings of shareholders
and proxy solicitations therefor, (x) expenses of reports to governmental
officers and commissions, (xi) insurance expenses, (xii) association membership
dues (xiii) fees, expenses and disbursements of custodians and subcustodians for
<PAGE>
3. Compensation of Administrator. The Board of Directors of the Fund
have currently determined that, based on the current level of compensation
payable to BMR by the Portfolio under the Portfolio's present Investment
Advisory Agreement with BMR, the Administrator shall receive no compensation
from the Fund in respect of the services to be rendered and the facilities to be
provided by the Administrator under this Agreement. If the Directors determine
that the Fund, should compensate the Administrator for such services and
facilities, such compensation shall be set forth in a new agreement or in an
amendment to this Agreement to be entered into by the parties hereto.
4. Other Interests. It is understood that Directors and officers of
the Fund and shareholders of the Fund are or may be or become interested in the
Administrator as trustees, officers, employees, shareholders or otherwise and
that trustees, officers, employees and shareholders of the Administrator are or
may be or become similarly interested in the Fund, and that the Administrator
may be or become interested in the Fund as shareholder or otherwise. It is also
understood that trustees, officers, employees and shareholders of the
Administrator may be or become interested (as directors, trustees, officers,
employees, stockholders or otherwise) in other companies or entities (including,
without limitation, other investment companies) which the Administrator may
organize, sponsor or acquire, or with which it may merge or consolidate, and
which may include the words "Eaton Vance" or "Eaton & Howard" or "Vance Sanders"
or any combination thereof as part of their name, and that the Administrator or
its subsidiaries or affiliates may enter into advisory or management or
administration agreements or other contracts or relationships with such other
companies or entities.
5. Limitation of Liability of the Administrator. The services of the
Administrator to the Fund are not to be deemed to be exclusive, the
Administrator being free to render services to others and engage in other
business activities. In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties hereunder on the part
of the Administrator, the Administrator shall not be subject to liability to the
Fund or to any shareholder of the Fund for any act or omission in the course of,
or connected with, rendering services hereunder or for any losses which may be
sustained in the acquisition, holding or disposition of any security or other
investment.
6. Sub-Administrators. The Administrator may employ one or more
sub-administrators from time to time to perform such of the acts and services of
the Administrator and upon such terms and conditions as may be agreed upon
between the Administrator and such sub-administrators and approved by the
Directors of the Fund.
7. Duration and Termination of this Agreement. This Agreement shall
become effective upon the date of its execution, and, unless terminated as
herein provided, shall remain in full force and effect through and including
February 28, 1997 and shall continue in full force and effect indefinitely
thereafter, but only so long as such continuance after February 28, 1997 is
specifically approved at least annually (i) by the Board of Directors of the
Fund and (ii) by the vote of a majority of those Directors of the Fund who are
not interested persons of the Administrator or the Fund.
<PAGE>
Either party hereto may, at any time on sixty (60) days' prior written
notice to the other, terminate this Agreement without the payment of any
penalty, by action of Directors of the Fund or the trustee of the Administrator,
as the case may be, and the Fund may, at any time upon such written notice to
the Administrator, terminate this Agreement by vote of a majority of the
outstanding voting securities of the Fund. This Agreement shall terminate
automatically in the event of its assignment.
8. Amendments of the Agreement. This Agreement may be amended by a
writing signed by both parties hereto, provided that no amendment to this
Agreement shall be effective until approved (i) by the vote of a majority of
those Directors of the Fund who are not interested persons of the Administrator
or the Fund, and (ii) by vote of the Board of Directors of the Fund.
9. Certain Definitions. The terms "assignment" and "interested persons"
when used herein shall have the respective meanings specified in the Investment
Company Act of 1940 as now in effect or as hereafter amended subject, however,
to such exemptions as may be granted by the Securities and Exchange Commission
by any rule, regulation or order. The term "vote of a majority of the
outstanding voting securities" shall mean the vote of the lesser of (a) 67 per
centum or more of the shares of the Fund present or represented by proxy at the
meeting if the holders of more than 50 per centum of the outstanding shares of
the Fund are present or represented by proxy at the meeting, or (b) more than 50
per centum of the outstanding shares of the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first above written.
DEPOSITORS FUND OF BOSTON, INC. EATON VANCE MANAGEMENT
By /s/ Landon T. Clay By /s/ H. Day Brigham, Jr.
--------------------------- ---------------------------
President Vice President and not individually
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