<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Diversification Fund, Inc.
(Name of Registrant as Specified in Its Charter)
Allison B. Crane
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(l)(ii), 14a-6(i)(1), 14a-6(j)(2)
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transactions applies:
3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:(1)
4) Proposed maximum aggregate value of transaction:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined
<PAGE>
DEPOSITORS FUND OF BOSTON, INC.
DIVERSIFICATION FUND, INC.
THE EXCHANGE FUND OF BOSTON, INC.
24 FEDERAL STREET, BOSTON, MASS. 02110
NOTICE OF SPECIAL MEETING IN LIEU OF THE ANNUAL MEETINGS OF STOCKHOLDERS
TO BE HELD SEPTEMBER 21, 1995
A Special Meeting in lieu of the Annual Meeting of Stockholders of each of
Depositors Fund of Boston, Inc., Diversification Fund, Inc. and The Exchange
Fund of Boston, Inc., (collectively the "Funds"), will be held at the principal
office of each Fund, 24 Federal Street, Boston, Massachusetts, on September 21,
1995, commencing at 10:00 A.M. (Boston time), for the following purposes:
1. To fix the number of Directors, and to elect a Board of Directors for
the ensuing year and until their successors are elected and qualified.
2. To ratify or reject the selection of Deloitte & Touche LLP as the
independent certified public accountants to be employed by a Fund to
sign or certify financial statements which may be filed by the Fund
with the Securities and Exchange Commission in respect of all or any
part of its current fiscal year.
3. To consider and act upon a proposal to approve an Amendment to the
By-Laws.
4. To consider and act upon any matters incidental to the foregoing
purposes or any of them, and any other matters which may properly come
before said meeting or any adjourned session thereof.
These items are discussed in greater detail in the following pages.
Each Fund will hold a separate meeting. Stockholders of each Fund will
vote separately.
The meetings are called pursuant to the By-Laws of each of the Funds. The
Board of Directors of each Fund has fixed the close of business on August 10,
1995 as the record date for the determination of the stockholders of the Fund
entitled to notice of and to vote at the meeting and any adjournments thereof.
THOMAS OTIS
Clerk
August 24, 1995
IMPORTANT -- STOCKHOLDERS CAN HELP THE BOARD OF DIRECTORS OF THEIR FUND AVOID
THE NECESSITY AND ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATIONS TO
INSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. THE ENCLOSED
ADDRESSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES AND IS
INTENDED FOR YOUR CONVENIENCE.
<PAGE>
DEPOSITORS FUND OF BOSTON, INC.
DIVERSIFICATION FUND, INC.
THE EXCHANGE FUND OF BOSTON, INC.
24 Federal Street
Boston, Massachusetts 02110
August 24, 1995
PROXY STATEMENT
FOR THE SPECIAL MEETING IN LIEU OF THE ANNUAL MEETINGS OF STOCKHOLDERS
A proxy is enclosed with the foregoing Notice of the Special Meeting in lieu
of the Annual Meetings of Stockholders of Depositors Fund of Boston, Inc. (the
"Depositors Fund"), Diversification Fund, Inc. (the "Diversification Fund") and
The Exchange Fund of Boston, Inc. (the "Exchange Fund"), (collectively the
"Funds") to be held on September 21, 1995 for the benefit of stockholders who do
not expect to be present at the meeting. This proxy is solicited on behalf of
the Board of Directors of each Fund, and is revocable by the person giving it
prior to exercise by a signed writing filed with the Funds' transfer agent, The
Shareholder Services Group, Inc., BOS725, P.O. Box 1559, Boston, Massachusetts
02104, or by executing and delivering a later dated proxy, or by attending the
meeting and voting your shares in person. Each proxy will be voted in accordance
with its instructions; if no instruction is given, an executed proxy will
authorize the persons named as attorneys, or any of them, to vote in favor of
each such matter. This proxy material is being mailed to stockholders on or
about August 24, 1995.
The Board of Directors of each Fund has fixed the close of business August
10, 1995, as the record date for the determination of the stockholders entitled
to notice of and to vote at the meeting and any adjournments thereof.
Stockholders at the close of business on the record date will be entitled to one
vote for each share held. As of August 10, 1995, there were 619,714.545 shares
of capital stock of the Depositors Fund outstanding, 359,257.740 shares of the
capital stock of the Diversification Fund outstanding and 292,777.494 shares of
the capital stock of the Exchange Fund outstanding. As of such date, the
following stockholders beneficially owned the following number of shares (at
least 5% of outstanding shares): Depositors Fund, Walter S. Rosenberry, III,
Trustee U/A dated 10/20/81 Sarah Maud W. Silvertsen, Saint Paul, MN -- 66,488
(10.728%) and Bank of America & John H. McCormick, Trustees A.L. McCormick 1991
Trust dated 8/28/91, Los Angeles, CA -- 57,346 (9.254%). Diversification Fund,
William T. Ragland, Jr., Trustee for William T. Ragland, Jr. UTI dated 9/22/52
c/o J.W. Peddycord -- MC, Winston-Salem, NC -- 21,539 (5.99%) and Mrs. Rudy M.
Byran, Goldsboro, NC -- 20,591 (5.732%). Exchange Fund had no stockholders who
owned beneficially more than 5% of its outstanding shares. To the knowledge of
each Fund, no other person owns (of record or beneficially) more than 5% of its
outstanding shares.
The Boards of Directors of the Funds know of no business other than that
mentioned in Items 1, 2 and 3 of the Notice of the meetings which will be
presented for consideration, except the approval of the correctness of the
minutes of the Annual Meetings of Stockholders held in 1994, but such action
will not constitute approval or disapproval of the action recorded in such
minutes. As to such approval and, if any other matters are properly presented,
as to such matters, it is the intention of the persons named as attorneys in
the enclosed proxy to vote the proxies in accordance with their judgment.
Although the items for consideration of each Fund's stockholders are set
forth jointly in this combined proxy statement, the stockholders of each Fund
will vote separately on each item at their Fund's meeting.
1. ELECTION OF DIRECTORS
It is the present intention that the enclosed proxy will, unless authority
to vote for election to office is specifically withheld by executing the proxy
in the manner stated thereon, be used for the purpose of voting to fix the
number of Directors for the ensuing year at six, and of voting in favor of the
election of the nominees named below for the respective offices indicated
below, to hold office for a term of one year and until their successors are
elected and qualified. Those nominees whose names are preceded by an asterisk
(*) are "interested persons" (as defined in the Investment Company Act of
1940) by reason of their affiliations with the Funds, the Funds' investment
adviser, Eaton Vance Management ("EVM"), or Boston Management and Research
("BMR"), EVM's wholly-owned subsidiary, of which EVM owns all of the issued
and outstanding shares of BMR, or Eaton Vance Corp. ("EVC"), which owns all of
the outstanding stock of EVM, and of EVM's and BMR's trustee, Eaton Vance,
Inc. ("EV"), which is a wholly-owned subsidiary of EVC.
DIRECTORS
NAME AND PRINCIPAL OCCUPATIONS OVER
OTHER INFORMATION PAST FIVE YEARS
----------------- --------------------------
*LANDON T. CLAY President of each Fund. Chairman of the Board of EVC,
Age: 69; has been a EV, EVM, BMR and Director of EVC and EV. He also serves
Director since 1970. as a Director, Managing General Partner, Trustee and/or
Officer of seventeen investment companies advised or
administered by EVM or BMR.
DONALD R. DWIGHT Mr. Dwight is President of Dwight Partners, Inc. (a
Age: 64; has been a corporate relations and communications company) founded
Director since 1986. in 1988; Chairman of the Board of Newspapers of New
England, Inc., since 1983. He also serves as a Director,
Managing General Partner, Trustee and/or Officer of
eighty-five investment companies advised or administered
by EVM or BMR.
SAMUEL L. HAYES, III Dr. Hayes is the Jacob H. Schiff Professor of Investment
Age: 60; has been a Banking at Harvard University Graduate School of
Director since 1986. Business Administration. He also serves as a Director,
Managing General Partner, Trustee and/or Officer of
eighty-nine investment companies advised or administered
by EVM or BMR.
NORTON H. REAMER President and a Director of United Asset Management
Age: 59; has been a Corporation, Director, Chairman and President of The
Director since 1986. Regis Fund, Inc., an open-end mutual fund. He also
serves as a Director, Managing General Partner, Trustee
and/or Officer of eighty-six investment companies
advised or administered by EVM or BMR.
JOHN L. THORNDIKE Director of Fiduciary Company Incorporated in Boston,
Age: 68; has been a Massachusetts; a Trustee of the Boston Symphony
Director since 1979. Orchestra. He also serves as a Director, Managing
General Partner, Trustee and/or Officer of eighty-seven
investment companies advised or administered by EVM or
BMR.
JACK L. TREYNOR An investment adviser and consultant. Associate
Age: 65; has been a Professor of Finance, Loyola-Marymount University, Los
Director since 1971. Angeles, California (until May 1989). Mr. Treynor is
also a member of the Advisory Board of the Institute for
Quantitative Research in Finance. He also serves as a
Director, Managing General Partner, Trustee and/or
Officer of seventy-six investment companies advised or
administered by EVM or BMR.
As of August 10, 1995, none of the Directors or officers of the Funds
beneficially owned shares of the Funds.
It is not expected that any of the nominees referred to above will decline
or become unavailable for election, but in case this should happen, the
discretionary power given in the proxy may be used to vote for a substitute
nominee or nominees or to vote to fix the number of Directors for the ensuing
year at less than six (unless authority to vote for election of all nominees
is specifically withheld by executing the proxy in the manner stated thereon).
Messrs. Thorndike (Chairman), Hayes and Reamer are members of the Special
Committee of the Board of Directors of each of the Funds. The Special
Committee's functions include a continuous review of each Fund's investment
advisory agreement with the investment adviser, making recommendations to the
Board regarding the compensation of those Directors who are not members of the
investment adviser's organization, and making recommendations to the Board
regarding candidates to fill vacancies, as and when they occur, in the ranks
of those Directors who are not "interested persons" of the Fund or the
investment adviser. The Board will, when a vacancy exists or is anticipated,
consider any nominee for Director of a Fund recommended by a shareholder if
such recommendation is submitted to the Board in writing and contains
sufficient background information concerning the individual to enable a proper
judgment to be made as to such individual's qualifications.
Messrs. Treynor (Chairman) and Dwight are members of the Audit Committee
of the Board of Directors of each of the Funds. The Audit Committee's
functions include making recommendations to the Board regarding the selection
of the independent public accountants, and reviewing with such accountants and
the Treasurer of each Fund matters relative to 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 Fund.
During each Fund's last fiscal year, the Board of Directors held nine
meetings, the Special Committee held eleven meetings and the Audit Committee
held one meeting.
<TABLE>
<CAPTION>
The fees and expenses of the Directors of a Fund who are not members of the Eaton Vance
organization are paid by the Fund. During the fiscal years ending ("FYE") on the dates indicated
below, the Directors of the Funds received the following compensation in their capacities as such,
and, during the year ended June 30, 1995, received the following compensation in their capacities as
Directors and/or Trustees of the other funds in the Eaton Vance Fund Complex<F1>:
AGGREGATE AGGREGATE
COMPENSATION COMPENSATION AGGREGATE TOTAL
FROM DEPOSITORS FROM DIVERSIFICATION COMPENSATION COMPENSATION
FUND FOR FUND FOR FROM EXCHANGE FUND FROM
NAME FYE 3/31/95 FYE 5/31/95 FOR FYE 6/30/95 FUND COMPLEX
--- --------------- -------------------- ------------------ -------------
<S> <C> <C> <C> <C>
Donald R. Dwight $1,174<F2> $1,174<F2> $1,164<F4> $135,000<F5>
Samuel L. Hayes, III 1,213<F3> 1,213<F3> 1,222<F3> 142,500<F6>
Norton H. Reamer 1,258 1,258 1,254 135,000
John L. Thorndike 1,322 1,322 1,336 140,000
Jack L. Treynor 1,240 1,240 1,235 140,000
---------
<FN>
<F1> The Eaton Vance Fund Complex consists of 205 registered investment companies or series thereof.
<F2> Includes $199 of deferred compensation.
<F3> Includes $393 of deferred compensation.
<F4> Includes $294 of deferred compensation.
<F5> Includes $35,000 of deferred compensation.
<F6> Includes $33,750 of deferred compensation.
</FN>
</TABLE>
Directors of a Fund that are not affiliated with the Investment Adviser
may elect to defer receipt of all or a percentage of their annual fees in
accordance with the terms of a Deferred Compensation Plan (the "Plan"). Under
the Plan, an eligible Director may elect to have his deferred fees invested by
a Fund in the shares of one or more funds in the Eaton Vance Family of Funds,
and the amount paid to the Directors under the Plan will be determined based
upon the performance of such investments. Deferral of Directors' fees in
accordance with the Plan will have a negligible effect on a Fund's assets,
liabilities, and net income per share, and will not obligate the Fund to
retain the services of any Director or obligate the Fund to pay any particular
level of compensation to the Director.
Each of the Funds' charters provide that the Fund will indemnify its
Directors and officers against liabilities and expenses incurred in connection
with any litigation or proceeding in which they may be involved because of
their offices with the Fund. However, no indemnification will be provided to
any Director or officer for any liability to the Fund or its shareholders by
reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.
2. RATIFICATION OF SELECTION OF ACCOUNTANTS
A majority of the members of each Board of Directors who are not
interested persons of a Fund have selected Deloitte & Touche LLP, 125 Summer
Street, Boston, Massachusetts 02110, as independent certified public
accountants to sign or certify any financial statements which may be filed by
the Fund with the Securities and Exchange Commission in respect of all or any
part of the fiscal year ending March 31, 1996 in the case of the Depositors
Fund, the fiscal year ending May 31, 1996 in the case of the Diversification
Fund and the fiscal year ending June 30, 1996 in the case of the Exchange
Fund, the employment of such accountants being expressly conditioned upon the
right of the relevant Fund, by vote of a majority of the outstanding capital
stock at any meeting called for the purpose, to terminate such employment
forthwith without any penalty. Such selection was made pursuant to provisions
of Section 32(a) of the Investment Company Act of 1940, and is subject to
ratification or rejection by the stockholders at this meeting. The Funds are
informed that no member of Deloitte & Touche LLP has any direct or material
indirect interest in any Fund.
The Funds' independent certified public accountants provide customary
professional services in connection with the audit function for a management
investment company such as the Funds, including services leading to the
expression of opinions on the financial statements included in each Fund's
annual report to stockholders, opinions on financial statements and other data
included in each Fund's annual report to the Securities and Exchange
Commission, opinions on financial statements included in amendments to each
Fund's registration statement, and preparation of each Fund's Federal tax
returns. The nature and scope of the professional services of the accountants
have been approved by the Audit Committee of each Fund's Board of Directors,
which has considered the possible effect thereof on the independence of the
accountants.
Representatives of Deloitte & Touche LLP are not expected to be present at
the meeting but have been given the opportunity to make a statement if they so
desire and will be available should any matter arise requiring their presence.
It is intended that proxies not limited to the contrary will be voted in
favor of ratifying the selection of Deloitte & Touche LLP, as the independent
certified public accountants to be employed by a Fund to sign or certify
financial statements required to be signed or certified by independent public
accountants and filed with the Securities and Exchange Commission in respect
of all or part of the fiscal year ending March 31, 1996 in the case of the
Depositors Fund, the fiscal year ending May 31, 1996 in the case of the
Diversification Fund and the fiscal year ending June 30, 1996 in the case of
the Exchange Fund.
3. TO APPROVE AN AMENDMENT TO THE BY-LAWS OF THE FUNDS
The Directors of each Fund recommend amending the Fund's By-Laws to change
the annual meeting date. The new date would be the same as the other Funds
included in this proxy statement. The purpose of this change is to permit the
use of combined proxy materials for Annual Meetings which will reduce the
costs associated with annual proxy solicitations. The Directors recommend that
the three Funds change their annual meeting dates from the fourth Tuesday in
June, the third Tuesday in August and the fourth Tuesday in September, for
Depositors, Diversification and Exchange Funds, respectively, to the third
Thursday in September.
CERTAIN INFORMATION REGARDING THE INVESTMENT ADVISER
AND OFFICERS OF THE FUNDS
Since inception each Fund has engaged Eaton Vance Management ("EVM") and
its predecessors, as its investment adviser. In this capacity EVM has managed
the Funds and administered their affairs, subject to the direction of the
Board of Directors of each Fund. EVM or BMR acts as investment adviser to
investment companies and various individual and institutional clients with
combined assets under management of approximately $15 billion. Boston
Management and Research ("BMR") is a wholly-owned subsidiary of EVM. EVM is a
wholly-owned subsidiary of Eaton Vance Corp. ("EVC"), a holding company which
through subsidiaries and affiliates is engaged in investment management and
marketing activities, fiduciary and banking services, real estate investment,
consulting and management, oil and gas operations and development of precious
metals properties.
EVM and EV are both wholly-owned subsidiaries of EVC. BMR is a wholly-owned
subsidiary of EVM. EVM and BMR are both Massachusetts business trusts, and EV is
the trustee of EVM and BMR. The Directors of EV are Landon T. Clay, H. Day
Brigham, Jr., M. Dozier Gardner, James B. Hawkes and Benjamin A. Rowland, Jr.
The Directors of EVC consist of the same persons and John G. L. Cabot and Ralph
Z. Sorenson. Mr. Clay is chairman and Mr. Gardner is president and chief
executive officer of EVC, EVM, BMR and EV. Mr. Clay, an officer and Director of
each Fund and a nominee for re-election, is also an officer of EVC, EVM, BMR and
EV and a stockholder of EVC. All of the issued and outstanding shares of EVM and
of EV stock are owned by EVC. All of the issued and outstanding shares of BMR
are owned by EVM. All shares of the outstanding Voting Common Stock of EVC are
deposited in a Voting Trust which expires on December 31, 1996, the Voting
Trustees of which are Messrs. Clay, Brigham, Gardner, Hawkes and Rowland. The
Voting Trustees have unrestricted voting rights for the election of Directors of
EVC. All of the outstanding voting trust receipts issued under said Voting Trust
are owned by certain of the officers of EVM and BMR who are also officers and
Directors of EVC and EV. As of June 30, 1995, Messrs. Clay, Gardner and Hawkes
each owned 24% of such voting trust receipts, and Messrs. Rowland and Brigham
owned 15% and 13%, respectively, of such voting trust receipts. The address of
EVC, EVM, BMR, EV and of their Directors or Trustees is 24 Federal Street,
Boston, Massachusetts 02110.
As at June 30, 1995 there were 9,278,027 shares of Non-Voting Common Stock
of EVC outstanding, 102,741 shares of which were held by EVM. As at such date,
Landon T. Clay owned 1,779,739 shares (or 19.35%) of such Non-Voting Common
Stock of EVC then outstanding, and M. Dozier Gardner owned 250,364 shares (or
2.72%) of such Non-Voting Common Stock. EVC has issued outstanding options to
the following individuals covering the number of shares of EVC Non-Voting
Common Stock set forth after their names: Landon T. Clay (19,000); M. Dozier
Gardner (52,500); Benjamin A. Rowland, Jr. (26,000); and James B. Hawkes
(130,144).
In addition to Mr. Clay, the other officers of the Funds with their ages
indicated in parentheses are as follows (unless otherwise indicated, each of the
officers listed holds the same office with each Fund): Robert S. Goodof (44),
Vice President since 1987; James B. Hawkes (53), Vice President since 1971;
James L. O'Connor (49), Treasurer since 1989; Thomas Otis (63), Clerk since
1969; Janet E. Sanders (59), Assistant Treasurer and Assistant Clerk since
February 26, 1990; and James F. Alban (33), Assistant Treasurer since December
16, 1991. All officers of the Funds have been employed by EVM or its
predecessors for more than five years except Mr. Alban, Assistant Vice President
of EVM and EV since January 17, 1992 and BMR since inception, an employee of EVM
since September 23, 1991; he was a Tax Consultant and Audit Senior with Deloitte
& Touche LLP from 1987 to 1991. Thomas E. Faust, Jr., a member of the Investment
Department and a Vice President of EVM and BMR, acts as the Depositors Fund's
and the Exchange Fund's portfolio manager and as such considers and reviews
portfolio investments for the Fund. Mr. Goodof acts as the Diversification
Fund's portfolio manager and as such considers and reviews portfolio investments
for such Fund with the assistance of the Investment Department of EVM. Mr.
Hawkes is an officer, Director, and a stockholder of EVC, an officer and
Director of EV, and an officer of EVM and BMR. Messrs. Alban, Goodof, O'Connor
and Ms. Sanders are officers of EVM, BMR and EV, and stockholders of EVC. Mr.
Otis is an officer and stockholder of EVC and an officer of EVM, BMR and EV.
Because of their positions with EVC, EVM, BMR, EV, or their ownership of stock
(or options thereon) of EVC, Messrs. Clay (Director of the Funds and nominee for
re-election), as well as the other officers of the Funds, will benefit from the
advisory fees paid by the Funds to EVM.
EVC and its affiliates and their officers and employees from time to time
have transactions with various banks, including the Funds' custodian,
Investors Bank & Trust Company ("IBT"). It is EVM's opinion that the terms and
conditions of such transactions were not and will not be influenced by
existing or potential custodial or other relationships between a Fund and such
banks.
EVM owns all of the stock of Energex Corporation, which is engaged in oil
and gas operations. EVC owns all of the stock of Marblehead Energy Corp.
(which engages in oil and gas operations) and 77.3% of the stock of IBT, the
Funds' custodian, which also provides custody, bookkeeping and valuation
services to the Funds. IBT also provides custodial, trustee and other
fiduciary services to investors, including individuals, employee benefit
plans, corporations, savings banks, investment companies and other
institutions. In addition, EVM owns all the stock of Northeast Properties,
Inc. which is engaged in real estate investment, consulting and management.
EVC owns all the stock of Fulcrum Management, Inc. and MinVen, Inc., which are
engaged in the development of precious metal properties. EVC, EVM, BMR and EV
may also enter into other businesses.
NOTICE TO BANKS AND BROKER/DEALERS
The Funds have previously solicited all Nominee and Broker/Dealer accounts
as to the number of additional Proxy Statements required to supply owners of
shares. Should additional proxy material be required for beneficial owners,
please forward such requests to: The Shareholders Services Group, Inc., Eaton
Vance Group of Funds, Proxy Department, P.O. Box 9122, Hingham, MA 02043-9717.
ADDITIONAL INFORMATION
Date for Stockholder Proposals: Any proposal intended to be presented by a
stockholder at the relevant Fund's next annual meeting must be received by
that Fund at 24 Federal Street, Boston, Massachusetts 02110 by no later than
June 30, 1996.
The expense of preparing, printing and mailing this proxy statement and
enclosures and the cost of soliciting proxies on behalf of the Board of
Directors of each Fund will be borne ratably by the Funds. Proxies will be
solicited by mail and may be solicited in person or by telephone or telegraph
by officers of a Fund, by personnel of its investment adviser, Eaton Vance
Management, by the transfer agent, The Shareholders Services Group, Inc., by
broker-dealer firms, or by a professional solicitation organization. The
expenses connected with the solicitation of these proxies and with any further
proxies which may be solicited by a Fund's officers, by the adviser's
personnel, by the transfer agent, The Shareholders Services Group, Inc., by
broker-dealer firms or by a professional solicitation organization in person,
by telephone or by telegraph will be borne by that Fund. A Fund will reimburse
banks, broker-dealer firms, and other persons holding that Fund's shares
registered in their names or in the names of their nominees, for their
expenses incurred in sending proxy material to and obtaining proxies from the
beneficial owners of such shares.
All proxy cards solicited by the Board of Directors that are properly
executed and received by the Clerk prior to the meeting, and which are not
revoked, will be voted at the meeting. Shares represented by such proxies will
be voted in accordance with the instructions thereon. If no specification is
made on the proxy card, it will be voted for the matters specified on the
proxy card. All proxies not voted, will not be counted toward estabishing a
quorum. Broker non-votes will be counted toward establishing a quorum and for
determining whether sufficient votes have been received for approval of the
Proposal to be acted upon. Shareholders should note that while votes to
abstain will count toward establishing a quorum, passage of any Proposal being
considered at the meeting will occur only if a sufficient number of votes are
cast for the Proposal. Accordingly, votes to abstain, broker non-votes and
votes against will have the same effect in determining whether a Proposal is
approved.
In the event that sufficient votes in favor of any proposal set forth in
the Notice of this meeting are not received by September 21, 1995 for a Fund,
the persons named as attorneys in the enclosed proxy may propose one or more
adjournments of the meeting of that Fund to permit further solicitation of
proxies. A stockholder vote may be taken on one or more of the proposals in
this proxy statement prior to such adjournment if sufficient votes have been
received and it is otherwise appropriate. Any such adjournment will require
the affirmative vote of the holders of a majority of the shares of that Fund
present in person or by proxy at the session of the meeting to be adjourned.
The persons named as attorneys in the enclosed proxy will vote in favor of
such adjournment those proxies which they are entitled to vote in favor of the
proposal for which further solicitation of proxies is to be made. They will
vote against any such adjournment those proxies required to be voted against
such proposal. The costs of any such additional solicitation and of any
adjourned session will be borne by the relevant Fund.
A copy of a Fund's annual report to shareholders may be obtained without
charge by contacting the Fund at 24 Federal Street, Boston, MA 02110
(800-225-6265).
DEPOSITORS FUND OF BOSTON, INC.
DIVERSIFICATION FUND, INC.
THE EXCHANGE FUND OF BOSTON, INC.
August 24, 1995
<PAGE>
DIVERSIFICATION FUND, INC. THIS PROXY IS SOLICITED ON BEHALF OF
PROXY THE BOARD OF DIRECTORS OF THE FUND
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, revoking previous proxies
for such stock, hereby appoints H. Day Brigham, Jr., Landon T. Clay and Thomas
Otis, or any one of them, attorneys of the undersigned with full power of
substitution to vote all stock of Diversification Fund, Inc. which the
undersigned is entitled to vote at the Special Meeting in lieu of the Annual
Meeting of the Stockholders of said Fund to be held on September 21, 1995 at the
principal office of the Fund, 24 Federal Street, Boston, Massachusetts 02110, at
10:00 A.M. (Boston time), and at any and all adjournments thereof. Receipt of
the Notice of and Proxy Statement for said Meeting is acknowledged.
The shares represented by this proxy will be voted on the following matters as
specified below and on the reverse side by the undersigned. If no specification
is made, this proxy will be voted in favor of all such matters. Note: This proxy
must be returned in order for your shares to be voted.
----
1. To fix the number of Directors, and to elect Directors, a Treasurer and a
Clerk.
__ FOR the following nominees, except those whose names are inserted on the
line below:
Directors - L.T. Clay, D.R. Dwight, S.L. Hayes, III, N.H.
Reamer, J.L. Thorndike and J.L. Treynor; Treasurer - J.L.
O'Connor; Clerk - T. Otis.
__ WITHHOLD AUTHORITY to vote for any of the nominees.
(OVER)
017
EATON VANCE DIVERSIFICATION FUND, INC. (EV017B)
ORIGINAL BACK 8-8-95
<PAGE>
(CONTINUED FROM OTHER SIDE)
This proxy will be voted on the following matters as specified by the
undersigned, or in favor thereof if no specification is made.
2. To ratify the selection of Deloitte & Touche LLP as independent
certified public accountants of the Fund.
FOR __ AGAINST __ ABSTAIN __
3. To approve an Amendment to the By-Laws of the Fund.
FOR __ AGAINST __ ABSTAIN __
As to any other matter, or if any of the nominees named in the Proxy Statement
are not available for election, said attorneys shall vote in accordance with
their judgment.
THE DIRECTORS RECOMMEND A VOTE IN FAVOR OF ALL MATTERS.
--------
-------------------------------------------------------
-------------------------------------------------------
Please sign exactly as your name or names appear at left.
Dated: ----------------------------------------, 1995
017
EATON VANCE DIVERSIFICATION FUND, INC. (EV017F)
ORIGINAL FRONT 8-8-95
