As filed with the Securities and Exchange Commission on February 28, 1997
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. 21 [ X ]
DEPOSITORS FUND OF BOSTON, INC.
(Exact Name of Registrant as Specified in Charter)
24 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
(Address of Principal Executive Offices)
(617) 482-8260
(Registrant's Telephone Number including Area Code)
Alan R. Dynner
24 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
(Name and address of agent for service)
<PAGE>
Throughout this Registration Statement, information concerning Tax-Managed
Growth Portfolio (the "Portfolio") (File No. 811-7409) is incorporated by
reference from Amendment No. 33 to the Registration Statement of Eaton Vance
Mutual Funds Trust (File No. 2-90946 under the Securities Act of 1933 (the "1933
Act")) (the "Amendment"), which was filed electronically with the Securities and
Exchange Commission on January 30, 1997 (Accession No. 0000950156-97-000105).
The Amendment contains the prospectus and statement of additional information
("SAI") of EV Marathon Tax-Managed Growth Fund (the "Feeder Fund"), which
invests substantially all of its assets in the Portfolio.
PART A
Responses to Items 1 through 3 and 5A have been omitted pursuant to
Paragraph 4 of Instruction F of the General Instructions to Form N-1A.
Item 4. GENERAL DESCRIPTION OF REGISTRANT
(a) (i) The Registrant is an open-end diversified management investment
company organized on November 25, 1964, as a Massachusetts Corporation.
(ii) The investment objective of the Registrant is to 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.
Prior to April 1, 1996, the Registrant invested directly in a portfolio of
securities. Information provided herein for prior periods reflects this
investment practice. Commencing on April 1, 1996, the Registrant seeks to
achieve its investment objective by investing in the Portfolio. Registrant
incorporates by reference information concerning the Portfolio's investment
objective and investment practices from "The Registrant's Investment Objective"
and "Investment Policies and Risks" in the Feeder Fund prospectus.
Item 5. MANAGEMENT OF THE REGISTRANT
(a) The Board of Directors has overall responsibility for management of the
Registrant.
(b), (c) and (g) Registrant incorporates by reference information
concerning the Portfolio's management from "Management of the Registrant and the
Portfolio" in the Feeder Fund prospectus.
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(d) Eaton Vance Management ("Eaton Vance" or the "Administrator") acts 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) The transfer and dividend disbursing agent is First Data Investor
Services Group, P.O. Box 5123, Westborough, MA 01581-5123 (the "Transfer
Agent").
(f) The Registrant's ratio of expenses to average net assets for the period
ended October 31, 1996 was 0.79%, annualized.
(g) Not applicable
Item 6. CAPITAL STOCK AND OTHER SECURITIES
(a)(i), (ii) and (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.
Registrant incorporates by reference information concerning interests in
the Portfolio from "Organization of the Registrant and the Portfolio" in the
Feeder Fund prospectus.
(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) Distributions from net investment income are paid at least quarterly.
These distributions 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 as described
below.
(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 distributions from investment income.
<PAGE>
(ii) Since the Registrant retains any net realized long-term capital gain
and pays the federal tax thereon, shareholders include in their personal federal
income tax return their proportionate share of such gains (as allocated by the
Portfolio to the Registrant), take a credit for the payment of taxes thereon and
increase the tax cost basis of their shares by an amount equal to such gains
less the taxes paid. The Registrant provides each shareholder with information
regarding the shareholder's federal income tax treatment of any undistributed
realized long-term capital gain retained by the Registrant.
(iii) After the end of each calendar year, each shareholder receives
information for tax purposes regarding the distributions paid during the year
and the amount of any distributions eligible for the dividends received
deduction for corporations.
(iv) Registrant incorporates by reference information concerning the tax
consequences of certain of the Portfolio's tax consequences from "Distribution
and Taxes" in the Feeder Fund's prospectus.
(h) The Directors of the Registrant have considered the advantages and
disadvantages of investing the assets of the Registrant in the Portfolio, as
well as the advantages and disadvantages of the two-tier format. Such investment
affords the potential for economies of scale for the Registrant and may over
time result in lower expenses. 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 may have
different fees than the Registrant, but will invest in the Portfolio on the same
terms and conditions and will pay a proportionate share of the Portfolio's
expenses. Information regarding other investors in the Portfolio may be obtained
by contacting Eaton Vance Distributors, Inc., 24 Federal Street, Boston, MA
02110 (617) 482-8260. 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 Fund 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 the Registrant's 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.
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. 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.
Item 7. PURCHASE OF SECURITIES BEING OFFERED
(a), (c) - (g) Registrant does not offer its shares for sale.
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(b) The Registrant values its shares once on each day the New York Stock
Exchange (the "Exchange") is open for trading, as of the close of regular
trading on the Exchange (normally 4:00 p.m. New York time). The Registrant's net
asset value per share is determined by its custodian, Investors Bank & Trust
Company ("IBT"), (as agent for the Registrant) in the manner authorized by the
Directors of the Trust. Net asset value is computed by dividing the value of the
Registrant's total assets, less its liabilities, by the number of shares
outstanding. Because the Registrant invests its assets in an interest in the
Portfolio, the Registrant's net asset value will reflect the value of its
interest in the Portfolio (which, in turn, reflects the underlying value of the
Portfolio's assets and liabilities).
Registrant incorporates by reference information concerning the computation
of net asset value and valuation of Portfolio assets from "Valuing Registrant
Shares" in the Feeder Fund prospectus. For further information, see Item 19 of
Part B.
Item 8. REDEMPTION OR REPURCHASE OF REGISTRANT'S SHARES
A shareholder has the right to redeem fund shares by delivering to the
Transfer Agent during its business hours a written request in good order plus
any share certificates, or stock powers if no certificates have been issued.
Redemption will be made at the net asset value next computed after such
delivery. Good order means that all relevant documents must be endorsed by the
record owner(s) exactly as the shares are registered and the signature(s) must
be guaranteed by a member of either the Securities Transfer Association's STAMP
program or the New York Stock Exchange's Medallion Signature Program, or certain
banks, savings and loan institutions, credit unions, securities dealers,
securities exchanges, clearing agencies and registered securities associations
as required by a regulation of the Securities and Exchange Commission (the
"Commission") acceptable to the Transfer Agent. 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 fund 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 transmit promptly the
repurchase order to Eaton Vance. These repurchase arrangements do not involve a
charge to the shareholder by either the Registrant or its agent; however,
investment dealers may make a charge to the shareholder. Payment will be made
within seven days of the receipt of an order to repurchase provided that the
certificates, or a stock power if no certificates have been issued, have been
delivered to the Transfer Agent in good order as described above.
The Registrant reserves the right to pay the redemption or repurchase price
of shares 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.
<PAGE>
The right to redeem shares of the Registrant can be suspended and the
payment of the redemption price deferred when the Exchange is closed (other than
for customary weekend and holiday closings), during periods when trading on the
Exchange is restricted as determined by the Commission, or during any emergency
as determined by the Commission which makes it impracticable for the Portfolio
or the Registrant to dispose of its securities or value its assets, or during
any other period permitted by order of the Commission for the protection of
investors.
Item 9. PENDING LEGAL PROCEEDING
Not applicable
<PAGE>
PART B
Item 10. COVER PAGE
Not applicable
Item 11. TABLE OF CONTENTS
Not applicable
Item 12. GENERAL INFORMATION AND HISTORY
Up to March 31, 1996, the Registrant invested in a portfolio of securities.
Since then, it has invested its assets in the Portfolio.
Item 13. INVESTMENT OBJECTIVES AND POLICIES
Registrant incorporates by reference additional information concerning the
investment policies of the Portfolio as well as information concerning the
investment restrictions of the Portfolio from "Additional Information about
Investment Policies" and "Investment Restrictions" in Part I of the Feeder
Registrant SAI. The Registrant is subject to the same investment restrictions as
the Portfolio. The Portfolio's portfolio turnover rate for the period from the
start of business December 31, 1995 to October 31, 1996 was 6%. The Registrant's
portfolio turnover rate for its fiscal year ended March 31, 1996 was 2%.
(d) Not applicable
Item 14. MANAGEMENT OF THE REGISTRANT
Registrant incorporates by reference additional information concerning the
management of the Portfolio from "Trustees and Officers" in the Feeder Fund SAI.
Persons serving as officers and Trustees of the Portfolio hold the same
positions with the Registrant and the Board of Trustees of Registrant has the
same committees with the same composition as the committees of the Portfolio's
Board.
(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.) For the twelve months ended October 31, 1996, the
noninterested Directors of the Registrant and Trustees of the Portfolio earned
the following compensation in their capacities as Directors and/or Directors
from the funds in the Eaton Vance fund complex(1):
<PAGE>
Total Compensation
Aggregate Aggregate from Registrant
NAME FROM REGISTRANT FROM PORTFOLIO AND FUND COMPLEX
Donald R. Dwight $ 962 (2) $1,617 (2) $142,500
Samuel L. Hayes, III 1,107 (3) 1,740 (3) 153,750
Norton H. Reamer 1,066 1,672 142,500
John L. Thorndike 1,129 1,773 147,500
Jack L. Treynor 1,084 1,772 147,500
(1) The Eaton Vance fund complex consists of 212 registered investment
companies or series thereof.
(2) Includes $337 of deferred compensation.
(3) Includes $446 of deferred compensation.
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
"Trustees' Plan"). Under the Trustees' 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 Trustees' 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
Trustees.
Item 15. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
(a) Not applicable
(b) As of January 31, 1997, 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 owns 5% or more of its shares, except the following shareholder who
owned of record the approximate percentage of outstanding shares indicated after
their names as of January 31, 1997: Walter S. Rosenberry, III, TR, U/A dated
10/20/81 Sarah Maud W. Siversten, St. Paul, MN (12.09%). To the Fund's
knowledge, no other person owned of record or beneficially 5% or more of the
Registrant's outstanding shares as of such date.
<PAGE>
Item 16. INVESTMENT ADVISORY AND OTHER SERVICES
(a) - (d) Registrant incorporates by reference information concerning
investment advisory and other services provided to the Portfolio from
"Investment Adviser and Administrator" in Part I of the Feeder Fund SAI.
Prior to investing in the Portfolio, the Registrant retained Eaton Vance as
investment adviser. The management fees paid by the Registrant to Eaton Vance
Management for the fiscal years ended March 31, 1996 and 1995 were $429,804 and
$350,354, respectively.
(e) - (g) Not applicable
(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 Registrant. 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. In view
of Mr. Clay's interest in IBT, the Registrant is treated as a self-custodian
pursuant to Rule 17f-2 under the Investment Company Act of 1940, and the
Registrant's investments held by IBT as custodian's are thus subject to the
additional examinations by the Registrant's independent certified public
accountants as called for by such Rule. For the fiscal year ended October 31,
1996 the Registrant and the Portfolio paid IBT $6,406 and $125,097,
respectively.
Deloitte & Touche LLP, 125 Summer Street, Boston, Massachusetts are the
independent certified public accountants for the Registrant and the Portfolio.
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 federal tax returns.
Item 17. BROKERAGE ALLOCATION AND OTHER PRACTICES
Registrant incorporates by reference information concerning the brokerage
practices of the Portfolio from "Portfolio Security Transactions" in Part I of
the Feeder Fund SAI.
<PAGE>
Prior to investing in the Portfolio, the Registrant invested directly in
Securities. During the Registrant's fiscal years ended March 31, 1996 and 1995,
the Registrant paid brokerage commissions of $5,100 and $1,776, respectively, on
portfolio security transactions of which approximately $5,100 and $1,776,
respectively, was paid in respect of portfolio security transactions aggregating
approximately $3,340,936 and $1,694,221, 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.
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).
In accordance with the Declaration of Trust of the Portfolio, there will
normally be no meetings of the investors for the purpose of electing Directors
unless and until such time as less than a majority of the Trustees holding
office have been elected by investors. In such an event the Trustees of the
Portfolio then in office will call an investors' meeting for the election of
Trustees. Except for the foregoing circumstances and unless removed by action of
the investors in accordance with the Portfolio's Declaration of Trust, the
Trustees shall continue to hold office and may appoint successor Trustees.
The Declaration of Trust of the Portfolio provides that no person shall
serve as a Trustee if investors holding two-thirds of the outstanding interest
have removed him from that office either by a written declaration filed with the
Portfolio's custodian or by votes cast at a meeting called for that purpose. The
Declaration of Trust further provides that under certain circumstances the
investors may call a meeting to remove a Trustee and that the Portfolio is
required to provide assistance in communicating with investors about such a
meeting.
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 a majority
vote at a meeting of such investors, or a majority of the Directors of the
Portfolio, by written instrument consented to by a majority of its 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.
(b) Not applicable
Item 19. PURCHASE, REDEMPTION AND PRICING OF SECURITIES BEING OFFERED
(a) The Registrant does not offer its shares for sale.
<PAGE>
(b) Registrant incorporates by reference information concerning valuation
of the Portfolio's assets from "Determination of Net Asset Value" in Part I of
the Feeder Fund SAI.
(c) Not applicable
Item 20. TAX STATUS
The Registrant has met the requirements of subchapter M for the taxable
year ending October 31, 1996 and intends to meet such requirements for the
taxable year ending October 31, 1997. Accordingly, the Registrant intends to
satisfy certain requirements relating to sources of its income and
diversification of its assets and to distribute all of its net investment income
in accordance with the timing requirements imposed by the Code, so as to avoid
any federal income or excise tax on such income. The Registrant's treatment of
net realized long-term capital gains is discussed below. Because the Registrant
invests its assets in the Portfolio, the Portfolio normally must satisfy the
applicable source of income and diversification requirements in order for the
Registrant to satisfy them. The Portfolio will allocate at least annually among
its investors, including the Registrant, each investor's distributive share of
the Portfolio's net investment income and any other items of income, gain, loss,
deduction or credit (other than net realized long-term capital gain which is
discussed below). The Portfolio will make allocations to the Registrant in
accordance with the Code and applicable regulations and will make moneys
available for withdrawal at appropriate times and in sufficient amounts to
enable the Registrant to satisfy the tax distribution requirements that apply to
the Registrant and that must be satisfied in order to avoid federal income
and/or excise tax on the Registrant. For purposes of applying the requirements
of the Code regarding qualification as a RIC, the Registrant will be deemed (i)
to own its proportionate share of each of the assets of the Portfolio and (ii)
to be entitled to the gross income of the Portfolio attributable to such share.
Allocated net realized long-term capital gains are normally retained by the
Portfolio, and the Portfolio pays the federal tax thereon. When this is done,
the shareholder includes in his personal income tax return his proportionate
share of such gains (as allocated by the Portfolio to the Registrant), 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 Registrant
was not taxed. The Registrant therefore reserves the right to distribute such
capital gains when required. Certain distributions, if declared in October,
November or December and paid the following January, will be taxed to
shareholders as if received on December 31 of the year in which they are
declared.
<PAGE>
In order to avoid federal excise tax, the Code requires that the Registrant
distribute (or be deemed to have distributed) by December 31 of each calendar
year at least 98% of its ordinary income (not including tax-exempt income) for
such year, at least 98% of the excess of its realized capital gains over its
realized capital losses, generally computed on the basis of the one-year period
ending on October 31 of such year, after reduction by any available capital loss
carryforwards, and 100% of any income and capital gains from the prior year (as
previously computed) that was not paid out during such year and on which the
Registrant was not taxed. Further, under current law, provided that the
Registrant qualifies as a RIC for federal income tax purposes and the Portfolio
is treated as a partnership for Massachusetts and federal tax purposes, neither
the Registrant nor the Portfolio is liable for any income, corporate excise or
franchise tax in the Commonwealth of Massachusetts.
Foreign exchange gains and losses realized by the Portfolio and allocated
to the Registrant in connection with the Portfolio's investments in foreign
securities and certain options, futures or forward contracts or foreign currency
may be treated as ordinary income and losses under special tax rules. Certain
options, futures or forward contracts of the Portfolio may be required to be
marked to market (i.e., treated as if closed out) on the last day of each
taxable year, and any gain or loss realized with respect to these contracts may
be required to be treated as 60% long-term and 40% short-term gain or loss.
Positions of the Portfolio in securities and offsetting options, swaps, futures
or forward contracts may be treated as "straddles" and be subject to other
special rules that may, upon allocation of the Portfolio's income, gain or loss
to the Registrant, affect the amount, timing and character of the Registrant's
distributions to shareholders. Certain uses of foreign currency and foreign
currency derivatives such as options, futures, forward contracts and swaps and
investment by the Portfolio in certain "passive foreign investment companies"
may be limited or a tax election may be made, if available, in order to preserve
the Registrant's qualification as a RIC or avoid imposition of a tax on the
Registrant.
The Portfolio will allocate at least annually to the Registrant and its
other investors their respective distributive shares of any net investment
income and net capital gains (except as described above) which have been
recognized for federal income tax purposes (including unrealized gains at the
end of the Portfolio's fiscal year on certain options and futures transactions
that are required to be marked-to-market). Such amounts will be distributed by
the Registrant to its shareholders in cash or additional shares, as they elect.
Shareholders of the Registrant will be advised of the nature of the
distributions.
Certain investors in the Portfolio, including the Registrant and other
RICs, have acquired interests in the Portfolio by contributing securities. Due
to tax considerations, during the first five years following the contribution of
securities to the Portfolio by an investor, such securities will not be
distributed to any investor other than the investor who contributed those
securities. Investors who acquire an interest in the Portfolio by contributing
securities and who redeem that interest within five years thereafter will
generally receive back one or more of the securities they contributed. In
partial redemptions by such investors during this period, the Portfolio will
attempt to accommodate requests to distribute initially those contributed
securities and share lots with the highest cost basis.
<PAGE>
The Portfolio has significant holdings of highly appreciated securities
that were contributed to the Portfolio by investors other than the Registrant.
If such securities were to be sold, the resulting capital gain would be
allocated disproportionately among the Portfolio's investors, with the result
that the Registrant would not be subject to taxation on any gain arising prior
to the contribution of the securities to the Portfolio. If any appreciated
securities to be contributed to the Portfolio by the Registrant are sold, the
resulting capital gain would be allocated to the Registrant.
Any loss realized upon the redemption or exchange of shares with a tax
holding period of 6 months or less will be treated as a long-term capital loss
to the extent of any distribution of net long-term capital gains with respect to
such shares. All or a portion of a loss realized upon a taxable disposition of
Registrant shares may be disallowed under "wash sale" rules if other shares of
the Registrant are purchased (whether through reinvestment or dividends or
otherwise) within 30 days before or after the disposition. Any disallowed loss
will result in an adjustment to the shareholder's tax basis in some or all of
the other shares acquired.
The Registrant will not be subject to Massachusetts income, corporate
excise or franchise taxation as long as it qualifies as a RIC under the Code.
Amounts paid by the Registrant to individuals and certain other
shareholders who have not provided the Registrant with their correct taxpayer
identification number and certain required certifications, as well as
shareholders with respect to whom the Registrant has received notification from
the Internal Revenue Service or a broker, may be subject to "backup" withholding
of federal income tax from the Registrant's taxable dividends and distributions
and the proceeds of redemptions (including repurchases and exchanges) at a rate
of 31%. An individual's taxpayer identification number is generally his or her
social security number.
Non-resident alien individuals, foreign corporations and certain other
foreign entities generally will be subject to a U.S. withholding tax at a rate
of 30% on the Registrant's distributions from its ordinary income and the excess
of its net short-term capital gain over its net long-term capital loss, unless
the tax is reduced or eliminated by an applicable tax treaty. Distributions from
the excess of the Registrant's net long-term capital gain over its net
short-term capital loss received by such shareholders and any gain from the sale
or other disposition of shares of the Registrant generally will not be subject
to U.S. Federal income taxation, provided that non-resident alien status has
been certified by the shareholder. Different U.S. tax consequences may result if
the shareholder is engaged in a trade or business in the United States, is
present in the United States for a sufficient period of time during a taxable
year to be treated as a U.S. resident, or fails to provide any required
certifications regarding status as a non-resident alien investor. Foreign
shareholders should consult their tax advisers regarding the U.S. and foreign
tax consequences of an investment in the Registrant.
Shareholders should consult their own tax advisers with respect to these or
other special tax rules that may apply in their particular situations, as well
as the state, local or foreign tax consequences of investing in the Registrant.
The foregoing discussion does not describe many of the tax rules applicable
to IRAs nor does it address the special tax rules applicable to certain other
classes of investors, such as other retirement plans, tax-exempt entities,
insurance companies and financial institutions. Shareholders should consult
their own tax advisers with respect to these or other special tax rules that may
apply in their particular situations, as well as the state, local or foreign tax
consequences of investing in the Registrant.
<PAGE>
Item 21. UNDERWRITERS
Not applicable because Registrant does not make a continuous offering of
Registrants shares.
Item 22. CALCULATION OF PERFORMANCE DATA
Not applicable
Item 23. FINANCIAL STATEMENTS
Registrant incorporates by reference the audited financial information for
the Registrant and the Portfolio contained in the Registrant's shareholder
report for the fiscal year ended October 31, 1996 as previously filed
electronically with the Commission on January 3, 1997 (Accession Number
0000950156-97-000027).
<PAGE>
PART C
OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) THE FOLLOWING FINANCIAL STATEMENTS ARE INCORPORATED BY
REFERENCE TO THE REPORT TO SHAREHOLDERS OF DEPOSITORS
FUND OF BOSTON, INC. DATED OCTOBER 31, 1996 (ACCESSION NO.
0000950156-97-000027):
Portfolio of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes In Net Assets
Financial Highlights For the last Five Years Ended
Notes to Financial Statements
Independent Auditor's Report
(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
as Exhibit (1)(c) to Amendment No. 20 on July 29,
1996 and incorporated herein by reference.
(2) (a) By-Laws incorporating all amendments through June 28,
1983 filed as Exhibit (2) to Post-Effective Amendment
No. 19 to the Registration Statement on July 31, 1995
and incorporated herein by reference.
(b) Amendment to By-Laws dated September 21, 1995 filed
as Exhibit (2)(b) to Amendment No. 20 on July 29,
1996 and incorporated herein by reference.
(c) Amendment to By-Laws dated March 15, 1996 filed as Exhibit
(2)(c) to Amendment No. 20 on July 29, 1996 and
incorporated herein by reference.
(3) Not Applicable
<PAGE>
(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).
(8) (a) Custodian Agreement dated December 17, 1990 filed as
Exhibit (8)(a) to Amendment No. 19 on July 31, 1995
and incorporated herein by reference.
(8) (b) Amendment to Custodian Agreement dated October 23,
1995 filed as Exhibit (8)(b) to Amendment No. 20 on
July 29, 1996 and incorporated herein by reference.
(9) Administrative Services Agreement with Eaton Vance
Management dated April 1, 1996, filed as Exhibit (9) to
Amendment No. 20 on July 29, 1996 and incorporated
herein by reference.
(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
<PAGE>
Item 26. NUMBER OF HOLDERS OF SECURITIES
(1) (2)
Number of Record
TITLE OF CLASS HOLDERS
-------------- -------
Capital Stock 259
$1.00 Par Value as of January 31, 1997
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
reasonably 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;
(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
<PAGE>
(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."
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 entitled 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.
<PAGE>
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 or with
respect to any employee benefit plan, 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
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.
Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Registrant incorporates herein by reference the information
set forth under the caption "Investment Adviser and Administrator" from Part I
of the Feeder Fund's SAI.
Item 29. PRINCIPAL UNDERWRITERS
Not applicable because Registrant does not make a continuous
offering of its shares.
Item 30. LOCATION OF ACCOUNTS AND RECORDS
All applicable accounts, books, and documents required to be
maintained by Registrant by Section 31(a) of the Investment Company Act of 1940
and the Rules promulgated thereunder are in the possession and custody of the
Registrant's custodian, Investors Bank & Trust Company, 89 South Street, Boston,
MA 02110, and the Registrant's transfer agent, First Data Investor Services
Group, 4400 Computer Drive, Westborough, Massachusetts 01581-5120, 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.
<PAGE>
Item 31. MANAGEMENT SERVICES
Not Applicable
Item 32. UNDERTAKINGS
Not Applicable
<PAGE>
SIGNATURE
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Boston and Commonwealth of
Massachusetts, on the 28th day of February, 1997.
DEPOSITORS FUND OF BOSTON, INC.
By /S/ JAMES L. O'CONNOR
------------------------------------
James L. O'Connor, Treasurer
<PAGE>
EXHIBIT INDEX
The following exhibits are filed as part of this Registration Statement.
EXHIBIT NO. DESCRIPTION
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000028221
<NAME> DEPOSITORS FUND OF BOSTON
<S> <C>
<PERIOD-TYPE> 7-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 13,337,664
<INVESTMENTS-AT-VALUE> 86,680,181
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 86,680,181
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 6,971
<TOTAL-LIABILITIES> 6,971
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 610,281
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 16,732
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 19,028,051
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 73,342,517
<NET-ASSETS> 86,673,210
<DIVIDEND-INCOME> 692,918
<INTEREST-INCOME> 73,247
<OTHER-INCOME> (314,257)
<EXPENSES-NET> 62,135
<NET-INVESTMENT-INCOME> 389,773
<REALIZED-GAINS-CURRENT> 629,155
<APPREC-INCREASE-CURRENT> 8,670,872
<NET-CHANGE-FROM-OPS> 9,689,800
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 306,045
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 5,798
<SHARES-REINVESTED> 338
<NET-CHANGE-IN-ASSETS> 8,665,601
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 62,135
<AVERAGE-NET-ASSETS> 81,407,193
<PER-SHARE-NAV-BEGIN> 126.69
<PER-SHARE-NII> 0.636
<PER-SHARE-GAIN-APPREC> 15.194
<PER-SHARE-DIVIDEND> (0.500)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 142.02
<EXPENSE-RATIO> 0.79
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
