As filed with the Securities and Exchange Commission on October 23, 1995
1940 Act File No. 811-1207
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM N-lA
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 19 X
THE EXCHANGE 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)
THOMAS OTIS, Clerk
24 Federal Street, Boston, Massachusetts 02110
(Name and address of agent for service)
<PAGE>
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
(a) (i) The Registrant is an open-end diversified management
investment company organized on March 20, 1963, as a Massachusetts corporation.
(ii) The investment objective of the Registrant is to seek long-term
growth of capital and of income. The Registrant has the authority to invest
all or a portion of its assets in bonds and other evidences of indebtedness,
preferred stocks and common stocks. While reserving freedom of action to
invest in any type of such securities, it is the present policy of the
Registrant to invest in common stocks, securities convertible into common
stocks and temporary investments in debt short-term obligations of governments,
banks and corporations.
The investment objective and policies set forth in this paragraph (ii) may
not be changed without the vote of the holders of a majority of the
Registrant's outstanding voting securities. Additional fundamental policies
are set forth under Item 13.
(b) No discussion or disclosure required.
(c) The Registrant generally remains fully invested in a diversified
equity portfolio which cannot eliminate the usual risks of common stock
ownership. For this reason, and because securities fluctuate in value and
income distributed by corporations varies with their earnings and dividend
policies, the Registrant cannot give assurance that its investment objective
will be achieved.
Item 5. Management of the Fund
(a) The investment adviser manages the Registrant and administers its
affairs on a day-to-day basis subject to the direction of, and overall control
by, the Board of Directors of the Registrant.
(b) (i) Eaton Vance Management ("Eaton Vance" or the "Investment
Adviser")
24 Federal Street
Boston, Massachusetts 02110
Eaton Vance, its affiliates and its predecessors have more than 60
years experience in the investment management field, and Eaton Vance or its
affiliates currently acts as investment adviser and/or provides administrative
and management services to investment companies and various individual and
institutional clients with combined assets under management of approximately
$15 billion. Eaton Vance is a wholly-owned subsidiary of Eaton Vance Corp.
("EVC"), a publicly-held holding company which through subsidiaries and
affiliates is engaged in investment management and marketing activities, real
estate investment, consulting and management, oil and gas operations, fiduciary
and banking services and development of precious metal properties.
(ii) Pursuant to the Investment Advisory Agreement, Eaton Vance
provides investment advisory and administrative services and is responsible for
overall management of Registrant's business affairs subject to the direction of
and control by the Board of Directors.
(iii) The Registrant pays the Investment Adviser a monthly fee
of 5/96 of 1% (equivalent to 5/8 of 1% annually) of the average monthly net
assets of the Registrant throughout the month. The fee for the fiscal year
ended June 30, 1995 was $402,676 (equivalent to 0.625% annually) of Registrant's
average monthly net assets for such year.
(c) Mr. Thomas E. Faust has acted as the Registrant's portfolio
manager since September 1993. Mr. Faust is a Vice President of Eaton Vance.
(d) Not applicable
(e) The transfer and dividend disbursing agent is The Shareholder
Services Group, Inc., BOS725, P. 0. Box 1559, Boston, Massachusetts 02104.
(f) The Registrant's ratio of expenses to average net assets for the
fiscal year ended June 30, 1995 was 0.80%.
(g) Not applicable
Item 6. Capital Stock and Other Securities
(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.
(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 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.
(h) Not applicable
Item 7. Purchase of Securities Being Offered
Inapplicable. Registrant has not offered its shares for sale
subsequent to its initial public offering in 1963.
Item 8. Redemption or Repurchase of Registrant's Shares
A shareholder has the right to redeem fund shares by delivering to
The Shareholder Services Group, Inc., 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 The Shareholder Services Group, Inc. 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.
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 The Shareholder Services
Group, Inc. 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 assets over its liabilities).
Investments listed on national securities exchanges or in the NASDAQ National
Market are valued at closing sale prices. Listed or unlisted investments for
which closing sale prices are not available are valued at the closing bid
prices. Short-term obligations, maturing in sixty days or less, are valued at
amortized cost, which approximates value.
Item 9. Pending Legal Proceeding
Not applicable
<PAGE>
PART B
INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
Item 10. Cover Page
Inapplicable
Item 11. Table of Contents
Inapplicable
Item 12. General Information and History
Inapplicable
Item 13. Investment Objectives and Policies
(a) The responses to Item 4 hereof are incorporated herein by
reference.
(b) Recital of Fundamental Policies:
(1) Not applicable.
(2) Article X, Section 1, Paragraph (H) of Registrant's by-laws
provide as follows:
"(H) The Corporation shall not
(a) purchase any securities or evidences of interest
therein on 'margin' that is to say in a transaction in which it
has borrowed all or a portion or the purchase price and pledged
the purchased securities or evidences of interest therein as
collateral for the amount so borrowed;
(b) sell or contract to sell any security which it does not
own unless by virtue of its ownership of other securities it has
at the time of sale a right to obtain securities equivalent in
kind and amount to the securities sold and provided that if such
right is conditional the sale is made upon the same conditions."
(3) Article X, Section 1, Paragraphs (F) and (G) of Registrant's by-
laws provide as follows:
"(F) The Corporation shall not borrow amounts in excess of ten
per cent (10%) of the gross assets of the Corporation taken at cost determined
in accordance with good accounting practice, and no borrowing shall be
undertaken except as a temporary measure for extraordinary or emergency
purposes.
"(G) The Corporation shall not pledge, mortgage, or hypothecate
the assets of the Corporation."
(4) It is not Registrant's policy to act as underwriter of securities
issued by other persons.
(5) It is not the Registrant's policy to concentrate its investments
in any particular industry, but if it is deemed appropriate for the attainment
of the Registrant's investment objective, up to 25% of the value of its assets
may be invested in any one industry.
(6) It is not the policy of Registrant to purchase or sell real
estate.
(7) It is not the policy of Registrant to purchase or sell
commodities or commodity contracts.
(8) It is not Registrant's policy to make loans to other persons.
For these purposes, the purchase of a portion of an issue of bonds, debentures
or other debt securities of the type customarily purchased by institutional
investors, whether or not the purchase was made on the original issuance, is
not to be considered the making of a loan by the Registrant, nor shall time or
demand deposits with banks be so considered.
(9) It is not the policy of the Registrant to make investments for
the purpose of exercising control or management.
Article X, Section 1, Paragraphs (A) through (E) of the Registrant's
by-laws provide as follows:
"(A) The Corporation shall not purchase the securities of any
issuer if such purchase at the time thereof would cause more than five per cent
(5%) of the total assets of the Corporation (taken at market value) to be
invested in the securities of such issuer. The foregoing limitation shall not
apply to investments in Government securities as defined in the Investment
Company Act of 1940.
"(B) The Corporation shall not purchase securities of any issuer
if such purchase at the time thereof would cause more than ten per cent (10%)
of any class of securities of such issuer to be held by the Corporation. For
this purpose all outstanding bonds and other evidences of indebtedness shall be
deemed to be a single class of securities of the issuer, and all kinds of stock
of an issuer preferred over the common stock as to dividends or in liquidation
shall be deemed to constitute a single class regardless of relative priorities,
series designations, conversion rights and other differences.
"(C) The Corporation shall not purchase securities issued by any
other investment company or investment trust except by purchase in the open
market where no commission or profit to a sponsor or dealer results from such
purchase other than the customary broker's commission, or except when such
purchase, though not made in the open market, is part of a plan of merger or
consolidation.
"(D) The Corporation shall not purchase securities of any issuer
which has a record of less than three (3) years' continuous operation
including, however, in such three (3) years the operation of any predecessor
company or companies, partnership or individual enterprise if the issuer whose
securities are proposed as an investment for funds of the Corporation has come
into existence as a result of a merger, consolidation, reorganization, or the
purchase of substantially all the assets of such predecessor company or
companies, partnership or individual enterprise, provided that nothing in this
sub-paragraph D shall prevent
(1) the purchase of securities of a company substantially all of
whose assets are
(a) securities of one or more companies which have had a
record of three (3) years' continuous operation, or
(b) assets of an independent division of another company,
which division has had a record of three (3) years' continuous
operation;
(2) the purchase of securities of (a) a public utility subject
to supervision or regulation as to its rates or charges by a commission or
board or officer of the United States or of any state or territory thereof, or
of the government of Canada or of any province or territory of Canada or (b)
companies operating or formed for the purpose of operating pipe or transmission
lines for the transmission of oil, gas or electric energy or like products,
provided that no security shall be purchased pursuant to exception (1) or
(2) of this sub-paragraph D if such purchase at the time thereof will cause
more than five per cent (5%) of the total assets of the Fund (taken at market
value) to be invested in securities of companies which would not then be
eligible for purchase but for those exceptions.
"(E) The Corporation shall not purchase or retain in its
portfolio any securities issued by an issuer any of whose officers, directors,
trustees, or security-holders is an officer or Director of the Corporation, or
is a member, officer, director or trustee of the Investment Adviser of the
Corporation, if after the purchase of the securities of such issuer by the
Corporation one or more of such persons owns beneficially more than one-half of
one per cent (1/2%) of the shares or securities, or both (all taken at market
value), of such issuer, and such persons owning more than one-half of one per
cent (1/2%) of such shares or securities together own beneficially more than
five per cent (5%) of such shares or securities, or both (all taken at market
value)."
(c) Not applicable
(d) The Registrant has not had a significant variation in the
portfolio turnover rate for the past two years and does not anticipate there
will be any significant variation in the future.
Item 14. Management of the Fund
(a) and (b)
The Registrant's Directors and officers 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 and officer is 24 Federal Street, Boston,
Massachusetts, 02110, which is also the address of the Registrant's Investment
Advisor, Eaton Vance Management ("Eaton Vance"); Eaton Vance's wholly-owned
subsidiary, Boston Management and Research ("BMR"); of Eaton Vance's parent,
Eaton Vance Corp. ("EVC"); and of Eaton Vance's and BMR's Trustees, Eaton
Vance, Inc. ("EV"). Eaton Vance and EV are both wholly-owned subsidiaries of
EVC. Those Directors 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(*).
<TABLE>
<CAPTION>
(1) (2) (3)
Position Held Principal Occupations
Name (Age) and Address with Registrant during Past 5 Years
<S> <C> <C>
Landon T. Clay(69)* President & Chairman of the Board and
Director Director of EVC and EV;
Chairman, Eaton Vance
and BMR.
Donald R. Dwight(64) Director President Dwight Partners,
Clover Mill Lane Inc. (since 1988) (a
Lyme, New Hampshire 03468 corporate relations and
communications company;
Chairman of the Board of New
Board of Newspapers of New
England, Inc. (since 1983).
Samuel L. Hayes, III(60) Director 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 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, The Regis Fund,
Inc. (mutual fund); Trustee
Union College (since January
1990).
John L. Thorndike (68) Director Director, Fiduciary Trust
175 Federal Street Company Incorporated.
Boston, Massachusetts 02110
Jack L. Treynor (65) Director Investment Adviser and
504 Via Almar Consultant.
Palos Verdes Estates,
California 90274
James B. Hawkes (53) Vice President Executive Vice President
and Director, EVC and EV;
Executive Vice President of
Eaton Vance and BMR.
Thomas E. Faust (37) Vice President Vice President, Eaton
Vance, EV and BMR.
Thomas Otis (64) Clerk Vice President and Secretary,
EVC, Eaton Vance, EV and BMR.
James L. O'Connor (50) Treasurer Vice President, Eaton
Vance, EV and BMR.
Janet E. Sanders (59) Assistant Treasurer Vice President, Eaton
& Assistant Clerk Vance, EV and BMR.
James F. Alban (33) Assistant Treasurer Assistant Vice President,
(since 12/16/91) Eaton Vance and EV
(since 1/17/92 and
(8/11/92, respectively);
employee of Eaton
Vance (since 9/23/91);
Tax Consultant and Audit
Senior with Deloitte &
Touche LLP (1987 to 1991).
A. John Murphy (32) Assistant Clerk Assistant Vice President,
(since 3/27/95) Eaton Vance, BMR and EV
(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 (38) Assistant Clerk Vice President of Eaton
(since 6/19/95) Vance, BMR and EV and
employee of Eaton Vance
(since February, 1993);
formerly, associate
attorney at Dechart,
Price & Rhoads and
Gaston Snow & Ely
Bartlett.
</TABLE>
Messrs. Thorndike (Chairman), Hayes and Reamer are members of the
Special Committee of the Board of Directors of the Registrant. The Special
Committee's functions include a continuous review of the Registrant'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 Registrant or the Investment Adviser.
Messrs. Treynor (Chairman) and Dwight are members of the Audit
Committee of the Board of Directors. 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 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
Registrant.
(c) The fees and expenses of the Directors of the Fund who are not
members of the Eaton Vance organization (noninterested Directors) are paid by
the Fund. (The Directors of the Fund who are members of the Eaton Vance
organization receive no compensation from the Fund). During the fiscal year
ended June 30, 1995, the noninterested Directors of the Fund received the
following compensation in their capacities as Directors from the Fund, and, for
the period January 1, 1995 through September 30, 1995, earned the following
compensation in their capacities as Directors and/or Trustees from the other
funds in the Eaton Vance fund complex(1):
Aggregate Total Compensation
Name from Fund from Trust and Fund Complex
Donald R.
Dwight $ 1,164(2) $135,000(4)
Samuel L.
Hayes, III 1,222(3) 150,000(5)
Norton H.
Reamer 1,254 135,000
John L.
Thorndike 1,336 140,000
Jack L.
Treynor 1,235 140,000
(1) The Eaton Vance fund complex consists of 211 registered investment
companies or series thereof.
(2) Includes $294 of deferred compensation.
(3) Includes $393 of deferred compensation.
(4) Includes $35,000 of deferred compensation.
(5) Includes $33,750 of deferred compensation.
Directors of the Fund that are not affiliated with the Investment Adviser
may elect to defer receipt of all or a percentage of their annual fees in
accordance with the terms of a Deferred Compensation Plan (the "Plan"). Under
the Plan, an eligible Director may elect to have his deferred fees invested by
the 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.
<PAGE>
Item 15. Control Persons and Principal Holders of Securities
(a) Not applicable
(b) To the knowledge of the Registrant no person of record or
beneficially owns more than 5% of its stock.
Item 16. Investment Advisory and Other Services
(a)(i) and (ii)
Eaton Vance, its affiliates and its predecessors have more than 60
years experience in the investment management field, and currently acts as
investment adviser and/or provides administrative and management services to
investment companies and various individual and institutional clients with
combined assets under management of approximately $15 billion.
Eaton Vance and EV are both wholly-owned subsidiaries of EVC. BMR is
a wholly-owned subsidiary of Eaton Vance. Eaton Vance and BMR are both
Massachusetts business trusts and EV is the trustee of Eaton Vance 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, Eaton
Vance, BMR and EV. All of the issued and outstanding shares of Eaton Vance and
of EV stock are owned by EVC. All of the issued and outstanding shares of BMR
are owned by Eaton Vance. All shares of the outstanding Voting Common Stock of
EVC are deposited in a Voting Trust which expires December 31, 1996, the Voting
Trustees of which are Messrs. Clay, Gardner, Hawkes, Rowland and Brigham. 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 Eaton Vance and BMR who are also
officers and Directors of EVC and EV. As of September 30, 1995, Messrs. Clay,
Gardner and Hawkes each owned 24% of such voting trust receipts. Messrs.
Rowland and Brigham owned 15% and 13%, respectively, of such voting trust
receipts. Messrs. Clay, Hawkes and Otis, who are officers or Directors of the
Registrant, are members of the EVC, Eaton Vance, BMR and EV organizations.
Messrs. Alban, Faust, Murphy, O'Connor, Woodbury, and Ms. Sanders who are
officers of the Registrant, are also members of the Eaton Vance, BMR and EV
organizations. See Item 14.
(iii) On October 13, 1982 a new Investment Advisory Agreement
was executed and the Registrant pays the Investment Adviser on the last day of
each month a fee of 5/96 of 1% (equivalent to 5/8 of 1% annually) of the average
daily net assets of the Registrant throughout the month.
(A) The management fees paid by the Registrant for the fiscal years
ended June 30, 1995, 1994 and 1993 were $402,696, $410,280 and $423,747,
respectively.
(B) and (C) Not applicable
(b) The Investment Adviser manages the Registrant and administers
its affairs subject to the direction of, and overall control by the Board of
Directors of the Registrant. EVM agrees to furnish the Registrant with
management and investment advisory services and office facilities, equipment
and clerical personnel, and has arranged for certain members of the EVM
organization to serve without salaries as officers or directors of the
Registrant.
(c)(d)(e)(f) and (g) Not applicable
(h) and (i) Investors Bank & Trust Company ("IBT"), 24 Federal
Street, Boston, Massachusetts, (a 77.3% owned subsidiary of EVC) has been the
custodian of the Registrant since 1985. IBT has custody of all cash and
securities of the Registrant, maintains the Registrant's general ledger and
computes the daily per share net asset value. In such capacity it attends to
details in connection with the sale, exchange, substitution, transfer or other
dealings with the Registrant's investments, receives and disburses all funds,
and performs various other ministerial duties upon receipt of proper
instructions from the Registrant. 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 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. In view of
the ownership of EVC in IBT, the Registrant is treated as a self-custodian
pursuant to Rule 17f-2 under the 1940 Act, and the Registrant's investments
held by IBT as custodian are thus subject to additional examinations by the
Registrant's independent certified public accountants as called for by such
Rule. For the fiscal year ended June 30, 1995, the Fund paid IBT $36,741.
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.
Item 17. Brokerage Allocation and Other Practices
Decisions concerning the execution of Fund portfolio security
transactions, including the selection of the market and the broker-dealer firm,
are made by Eaton Vance. Eaton Vance is also responsible for the execution of
transactions for all other accounts managed by it.
Eaton Vance places the portfolio security transactions of the
Registrant and of all other accounts managed by it for execution with many
broker-dealer firms. Eaton Vance uses its best efforts to obtain execution of
portfolio security transactions at prices which are advantageous to the
Registrant and (when a disclosed commission is being charged) at reasonably
competitive commission rates. In seeking such execution, Eaton Vance will use
its best judgment in evaluating the terms of a transaction, and will give
consideration to various relevant factors, including without limitation the
size and type of the transaction, the general execution and operational
capabilities of the broker-dealer, the nature and character of the market for
the security, the confidentiality, speed and certainty of effective execution
required for the transaction, the reputation, reliability, experience and
financial condition of the broker-dealer, the value and quality of services
rendered by the broker-dealer in other transactions, and the reasonableness of
the commission, if any. Transactions on United States stock exchanges and
other agency transactions involve the payment by the Registrant of negotiated
brokerage commissions. Such commissions vary among different broker-dealer
firms, and a particular broker-dealer may charge different commissions
according to such factors as the difficulty and size of the transaction and the
volume of business done with such broker-dealer. Transactions in foreign
securities usually involve the payment of fixed brokerage commissions, which
are generally higher than those in the United States. There is generally no
stated commission in the case of securities traded in the over-the-counter
markets, but the price paid or received by the Registrant usually includes an
undisclosed dealer markup or markdown. In an underwritten offering the price
paid by the Registrant includes a disclosed fixed commission or discount
retained by the underwriter or dealer. Although commissions paid on portfolio
security transactions will, in the judgment of Eaton Vance, be reasonable in
relation to the value of the services provided, commissions exceeding those
which another firm might charge may be paid to broker-dealers who were selected
to execute transactions on behalf of the Registrant and Eaton Vance's other
clients for providing brokerage and research services to Eaton Vance.
As authorized in Section 28(e) of the Securities Exchange Act of
1934, a broker or dealer who executes a portfolio security transaction on
behalf of the Fund may receive a commission which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if Eaton Vance determines in good faith that such commission was
reasonable in relation to the value of the brokerage and research services
which have been provided. This determination may be made on the basis of
either that particular transaction or on the basis of the overall
responsibilities which Eaton Vance and its affiliates have for accounts over
which they exercise investment discretion. In making any such determination,
Eaton Vance will not attempt to place a specific dollar value on the brokerage
and research services provided or to determine what portion of the commission
should be related to such services. Brokerage and research services may
include advice as to the value of securities, the advisability of investing in,
purchasing, or selling securities, and the availability of securities or
purchasers or sellers of securities; furnishing analyses and reports concerning
issuers, industries, securities, economic factors and trends, portfolio
strategy and the performance of accounts and effecting securities transactions
and performing functions incidental thereto (such as clearance and settlement);
and the "Research Services" referred to in the next paragraph.
It is a common practice in the investment advisory industry for the
advisers of investment companies, institutions and other investors to receive
research, statistical and quotation services, data, information and other
services, products and materials which assist such advisers in the performance
of their investment responsibilities ("Research Services") from broker-dealer
firms which execute portfolio transactions for the clients of such advisers
from third parties with which such broker-dealers have arrangements.
Consistent with this practice, Eaton Vance receives Research Services from many
broker-dealer firms with which Eaton Vance places the Registrant's portfolio
transactions and from third parties with which these broker-dealers have
arrangements. These Research Services include such matters as general economic
and market reviews, industry and company reviews, evaluations of securities and
portfolio strategies and transactions and recommendations as to the purchase
and sale of securities and other portfolio transactions, financial, industry
and trade publications, news and information services, pricing and quotation
equipment and services, and research oriented computer hardware, software, data
bases and services. Any particular Research Service obtained through a broker-
dealer maybe used by Eaton Vance in connection with client accounts other than
those accounts which pay commissions to such broker-dealers. Any such Research
Service may be broadly useful and of value to Eaton Vance in rendering
investment advisory services to all or a significant portion of its clients, or
may be relevant and useful for the management of only one client's account or
of a few clients' accounts, or may be useful for the management of merely a
segment of certain clients' accounts, regardless of whether any such account or
accounts paid commissions to the broker-dealer through which such Research
Service was obtained. The advisory fee paid by the Registrant is not reduced
because Eaton Vance receives such Research Services. Eaton Vance evaluates the
nature and quality of the various Research Services obtained through
broker-dealer firms and attempts to allocate sufficient commissions to such
firms to ensure the continued receipt of Research Services which Eaton Vance
believes are useful or of value to it in rendering investment advisory services
to its clients.
Subject to the requirement that Eaton Vance shall use its best efforts to
seek to execute portfolio security transactions at advantageous prices and at
reasonably competitive commission rates or spreads. Eaton Vance is authorized to
consider as a factor in the selection of any broker-dealer firm with whom
portfolio orders may be placed the fact that such firm has sold or is selling
shares of other investment companies sponsored by Eaton Vance or BMR. This
policy is not inconsistent with a rule of the National Association of Securities
Dealers, Inc., which rule provides that no firm which is a member of the
Association shall favor or disfavor the distribution of shares of any particular
investment company or group of investment companies on the basis of brokerage
commissions received or expected by such firm from any source.
Securities considered as investments for the Registrant may also be
appropriate for other investment accounts managed by Eaton Vance or its
affiliates. Eaton Vance will attempt to allocate equitably portfolio security
transactions among the Registrant and the portfolios of its other investment
accounts whenever decisions are made to purchase or sell securities by the
Registrant and one or more of such other accounts simultaneously. In making
such allocations, the main factors to be considered are the respective
investment objectives of the Registrant and such other accounts, the relative
size of portfolio holdings of the same or comparable securities, the
availability of cash for investment by the Registrant and such accounts, the
size of investment commitments generally held by the Registrant and such
accounts and the opinions of the persons responsible for recommending
investments to the Registrant and such accounts. While this procedure could
have a detrimental effect on the price or amount of the securities available to
the Registrant from time to time, it is the opinion of the Directors that the
benefits available from the Eaton Vance organization outweigh any disadvantage
that may arise from exposure to simultaneous transactions.
During the Registrant's fiscal years ended June 30, 1995, 1994, and
1993, the Registrant paid brokerage commissions of $6,150, $14,645 and $4,548,
respectively, on portfolio security transactions of which approximately $2,400,
$12,345 and $1,789, respectively, was paid in respect of portfolio security
transactions aggregating approximately $1,642,049, $5,743,275 and $2,293,118,
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. Shareholder 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 shareholder may redeem his shares by depositing his shares in good
order for transfer with the Transfer Agent with a written request for
redemption. The shareholder will receive the net asset value determined next
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 the 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, determined next 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 1963, 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
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 Corporation
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 securities for which
market quotations are readily available shall be appraised at their market
value and all other securities and assets shall be appraised at their fair
value, in each case pursuant to methods or procedures authorized or approved by
the Board of Directors or any duly authorized committee thereof. 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
June 30, 1995 and intends to meet such requirement for the taxable year ending
June 30, 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
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 Fund contained in the Fund's shareholder report for the fiscal year
ended June 30, 1995 as previously filed electronically with the Securities and
Exchange Commission on August 14, 1995 (Accession Number 0000950156-95-000585).
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) INCLUDED IN ITEM 23 OF THE REGISTRANT'S PART B
INCORPORATED BY REFERENCE TO THE ANNUAL REPORT FOR DIVERSIFICATION
FUND, INC., DATED JUNE 30, 1995, FILED ELECTRONICALLY ON AUGUST 14,
1995 WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO SECTION
30(b)(2) OF THE INVESTMENT COMPANY ACT OF 1940 (Accession No.
0000950156-95-000585) which contains the following:
Portfolio of Investments, June 30, 1995
Statement of Assets and Liabilities, June 30, 1995
Statement of Operations For The Year Ended June 30, 1995
Statement of Changes In Net Assets For Each of The Two Years
Ended June 30, 1995
Financial Highlights For Each of The Five Years Ended
June 30, 1995
Notes to Financial Statement
Independent Auditors' Report dated July 27, 1995
INCORPORATED BY REFERENCE TO ANNUAL REPORT, DATED JUNE 30, 1989,
FILED PURSUANT TO SECTION 30(b)(2) OF THE INVESTMENT COMPANY ACT OF
1940:
(b) Exhibits:
(1) Articles of Organization incorporating all amendments to
date and currently in effect filed as Exhibit No. 1 to
Post-Effective Amendment No. 8 to Registration Statement
on Form N-1 and incorporated herein by reference.
(2)(a) By-Laws incorporating all amendments through September 27,
1983 and currently in effect filed herewith.
(b) Amendment to By-Laws dated September 21, 1995 filed
herewith.
(3) Not Applicable
(4) Not Applicable
(5) Investment Advisory Agreement with Eaton Vance Management
dated November 1, 1990, filed as Exhibit No. 5 to Post-
Effective Amendment No. 15 to Registration Statement on
Form N-1A and incorporated herein by reference.
(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) Custodian Agreement dated December 17, 1990 filed as
Exhibit No. 8 to Post-Effective Amendment No. 15 to
Registration Statement on Form N-1A and incorporated
herein by reference.
(9) Not Applicable
(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 270
$1.00 par value as of September 30, 1995
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
(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.
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
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
In addition to Eaton Vance acting as Investment Adviser to the Fund,
Eaton Vance or its affiliates a currently act as investment adviser and/or
provide administrative and management services to investment companies under
other agreements and also provide such services to various individual and
institutional clients, with combined assets under management of approximately
$15 billion. Such investment companies are:
Alabama Tax Free Portfolio
Arizona Limited Maturity Tax Free Portfolio
Arizona Tax Free Portfolio
Arkansas Tax Free Portfolio
California Limited Maturity Tax Free Portfolio
California Tax Free Portfolio
Capital Exchange Fund, Inc.
Cash Management Portfolio
Colorado Tax Free Portfolio
Connecticut Limited Maturity Tax Free Portfolio
Connecticut Tax Free Portfolio
Depositors Fund of Boston, Inc.
Diversification Fund, Inc.
EV Marathon Gold & Natural Resources Fund
Eaton Vance Equity-Income Trust
Eaton Vance Income Fund of Boston
Eaton Vance Municipal Bond Fund L.P.
Eaton Vance Prime Rate Reserves
Eaton Vance Short-Term Treasury Fund
Eaton Vance Tax Free Reserves
Emerging Markets Portfolio
Fiduciary Exchange Fund, Inc.
Florida Insured Tax Free Portfolio
Florida Limited Maturity Tax Free Portfolio
Florida Tax Free Portfolio
Georgia Tax Free Portfolio
Government Obligations Portfolio
Greater China Growth Portfolio
Growth Portfolio
Hawaii Tax Free Portfolio
High Income Portfolio
High Yield Municipals Portfolio
Information Age Portfolio
Investors Portfolio
Kansas Tax Free Portfolio
Kentucky Tax Free Portfolio
Louisiana Tax Free Portfolio
Maryland Tax Free Portfolio
Massachusetts Limited Maturity Tax Free Portfolio
Massachusetts Tax Free Portfolio
Michigan Limited Maturity Tax Free Portfolio
Michigan Tax Free Portfolio
Minnesota Tax Free Portfolio
Missouri Tax Free Portfolio
Mississippi Tax Free Portfolio
National Limited Maturity Tax Free Portfolio
National Municipals Portfolio
New Jersey Limited Maturity Tax Free Portfolio
New Jersey Tax Free Portfolio
New York Limited Maturity Tax Free Portfolio
New York Tax Free Portfolio
North Carolina Limited Maturity Tax Free Portfolio
North Carolina Tax Free Portfolio
Ohio Limited Maturity Tax Free Portfolio
Ohio Tax Free Portfolio
Oregon Tax Free Portfolio
Pennsylvania Limited Maturity Tax Free Portfolio
Pennsylvania Tax Free Portfolio
Rhode Island Tax Free Portfolio
Second Fiduciary Exchange Fund, Inc.
Senior Debt Portfolio
South Asia Portfolio
South Carolina Tax Free Portfolio
Special Investment Portfolio
Stock Portfolio
Strategic Income Portfolio
Tennessee Tax Free Portfolio
Texas Tax Free Portfolio
Total Return Portfolio
The Exchange Fund of Boston, Inc.
Vance, Sanders Exchange Fund (A California Limited Partnership)
Virginia Limited Maturity Tax Free Portfolio
Virginia Tax Free Portfolio
West Virginia Tax Free Portfolio
Registrant's principal underwriter, Eaton Vance Distributors, Inc., a
wholly-owned subsidiary of Eaton Vance is the Registrant's principal
underwriter for each of the investment companies named below:
EV Classic Alabama Tax Free Fund
EV Classic Arizona Tax Free Fund
EV Classic Arkansas Tax Free Fund
EV Classic California Limited Maturity Tax Free Fund
EV Classic California Municipals Fund
EV Classic Colorado Tax Free Fund
EV Classic Connecticut Limited Maturity Tax Free Fund
EV Classic Connecticut Tax Free Fund
EV Classic Florida Insured Tax Free Fund
EV Classic Florida Limited Maturity Tax Free Fund
EV Classic Florida Tax Free Fund
EV Classic Georgia Tax Free Fund
EV Classic Government Obligations Fund
EV Classic Greater China Growth Fund
EV Classic Growth Fund
EV Classic Hawaii Tax Free Fund
EV Classic High Income Fund
EV Classic Investors Fund
EV Classic Kansas Tax Free Fund
EV Classic Kentucky Tax Free Fund
EV Classic Louisiana Tax Free Fund
EV Classic Maryland Tax Free Fund
EV Classic Massachusetts Limited Maturity Tax Free Fund
EV Classic Massachusetts Tax Free Fund
EV Classic Michigan Limited Maturity Tax Free Fund
EV Classic Michigan Tax Free Fund
EV Classic Minnesota Tax Free Fund
EV Classic Mississippi Tax Free Fund
EV Classic Missouri Tax Free Fund
EV Classic National Limited Maturity Tax Free Fund
EV Classic National Municipals Fund
EV Classic New Jersey Limited Tax Free Fund
EV Classic New Jersey Tax Free Fund
EV Classic New York Limited Maturity Tax Free Fund
EV Classic New York Tax Free Fund
EV Classic North Carolina Tax Free Fund
EV Classic Ohio Limited Maturity Tax Free Fund
EV Classic Ohio Tax Free Fund
EV Classic Oregon Tax Free Fund
EV Classic Pennsylvania Limited Maturity Tax Free Fund
EV Classic Pennsylvania Tax Free Fund
EV Classic Rhode Island Tax Free Fund
EV Classic Senior Floating-Rate Fund
EV Classic South Carolina Tax Free Fund
EV Classic Special Equities Fund
EV Classic Stock Fund
EV Classic Strategic Income Fund
EV Classic Tennessee Tax Free Fund
EV Classic Texas Tax Free Fund
EV Classic Total Return Trust
EV Classic Virginia Tax Free Fund
EV Classic West Virginia Tax Free Fund
EV Marathon Alabama Tax Free Fund
EV Marathon Arizona Limited Maturity Tax Free Fund
EV Marathon Arizona Tax Free Fund
EV Marathon Arkansas Tax Free Fund
EV Marathon California Limited Maturity Tax Free Fund
EV Marathon California Municipals Fund
EV Marathon Colorado Tax Free Fund
EV Marathon Connecticut Limited Maturity Tax Free Fund
EV Marathon Connecticut Tax Free Fund
EV Marathon Emerging Markets Fund
Eaton Vance Equity-Income Trust
EV Marathon Florida Insured Tax Free Fund
EV Marathon Florida Limited Maturity Tax Free Fund
EV Marathon Florida Tax Free Fund
EV Marathon Georgia Tax Free Fund
EV Marathon Gold & Natural Resources Fund
EV Marathon Government Obligations Fund
EV Marathon Greater China Growth Fund
EV Marathon Greater India Fund
EV Marathon Growth Fund
EV Marathon Hawaii Tax Free Fund
EV Marathon High Income Fund
EV Marathon High Yield Municipals Fund
EV Marathon Information Age Fund
EV Marathon Investors Fund
EV Marathon Kansas Tax Free Fund
EV Marathon Kentucky Tax Free Fund
EV Marathon Louisiana Tax Free Fund
EV Marathon Maryland Tax Free Fund
EV Marathon Massachusetts Limited Maturity Tax Free
EV Marathon Massachusetts Tax Free Fund
EV Marathon Michigan Limited Maturity Tax Free Fund
EV Marathon Michigan Tax Free Fund
EV Marathon Minnesota Tax Free Fund
EV Marathon Mississippi Tax Free Fund
EV Marathon Missouri Tax Free Fund
EV Marathon National Limited Maturity Tax Free Fund
EV Marathon National Municipals Fund
EV Marathon New Jersey Limited Maturity Tax Free Fund
EV Marathon New Jersey Tax Free Fund
EV Marathon New York Limited Maturity Tax Free Fund
EV Marathon New York Tax Free Fund
EV Marathon North Carolina Limited Maturity Tax Free Fund
EV Marathon North Carolina Tax Free Fund
EV Marathon Ohio Limited Maturity Tax Free Fund
EV Marathon Ohio Tax Free Fund
EV Marathon Oregon Tax Free Fund
EV Marathon Pennsylvania Limited Maturity Tax Free Fund
EV Marathon Pennsylvania Tax Free Fund
EV Marathon Rhode Island Tax Free Fund
EV Marathon South Carolina Tax Free Fund
EV Marathon Special Equities Fund
EV Marathon Stock Fund
EV Marathon Strategic Income Fund
EV Marathon Tennessee Tax Free Fund
EV Marathon Texas Tax Free Fund
EV Marathon Total Return Fund
EV Marathon Virginia Limited Maturity Tax Free Fund
EV Marathon Virginia Tax Free Fund
EV Marathon West Virginia Tax Free Fund
EV Traditional California Municipals Fund
EV Traditional Connecticut Tax Free Fund
EV Traditional Emerging Markets Fund
EV Traditional Florida Insured Tax Free Fund
EV Traditional Florida Limited Maturity Tax Free Fund
EV Traditional Florida Tax Free Fund
EV Traditional Government Obligations Fund
EV Traditional Greater China Growth Fund
EV Traditional Greater India Fund
EV Traditional Growth Fund
EV Traditional High Yield Municipals Fund
EV Traditional Information Age Fund
Eaton Vance Income Fund of Boston
EV Traditional Investors Fund
Eaton Vance Municipal Bond Fund L.P.
EV Traditional National Limited Maturity Tax Free Fund
EV Traditional National Municipals Fund
EV Traditional New Jersey Tax Free Fund
EV Traditional New York Limited Maturity Tax Free Fund
EV Traditional New York Tax Free Fund
EV Traditional Pennsylvania Tax Free Fund
EV Traditional Special Equities Fund
EV Traditional Stock Fund
EV Traditional Total Return Fund
Eaton Vance Cash Management Fund
Eaton Vance Liquid Assets Fund
Eaton Vance Money Market Fund
Eaton Vance Prime Rate Reserves
Eaton Vance Short-Term Treasury Fund
Eaton Vance Tax Free Reserves
Massachusetts Municipal Bond Portfolio
EVC owns 77.3% of the stock of Investors Bank & Trust Company,
("IBT"), the Registrant's custodian, which also provides bookkeeping and pricing
services to the Registrant. Eaton Vance Corp. has announced its intention to
sell its interest in IBT in 1995. The charges for its services are offset by the
value (determined by an agreed-upon formula) of the Registrant's cash balances,
which are maintained with it as the Registrant's custodian. The Registrant also
pays a fee based on the number and type of portfolio transactions. 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, Eaton Vance owns all the stock of
Northeast Properties, Inc., which is engaged in real estate investment,
consulting and management. EVC owns all of the stock of Marblehead Energy Corp.,
which is engaged in oil and gas operations, all of the stock of Fulcrum
Management, Inc. and MinVen, Inc. both of which are engaged in the development
of precious metal properties. EVC, Eaton Vance, BMR and EV may also enter into
other businesses.
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 02ll0, and the
Registrant's transfer agent, The Shareholder Services Group, Inc., 53 State
Street, Boston, Massachusetts 02104 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 Registrant's Investment Adviser Eaton
Vance, 24 Federal Street, Boston, Massachusetts 02110.
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 23rd day of October 1995.
THE EXCHANGE FUND OF BOSTON, INC.
By /s/Eric G. Woodbury
Eric G. Woodbury, Assistant Clerk
<PAGE>
EXHIBIT INDEX
The following exhibits are filed as part of this Registration Statement.
Exhibit No. Description
2(a) By-Laws incorporating all amendments through September 27,
1983 and currently in effect.
2(b) Amendment to By-Laws dated September 21, 1995.
EXHIBIT 99.2A
BY-LAWS
OF
THE EXCHANGE FUND OF BOSTON, INC.
(incorporating all amendments through September 27, 1983)
ARTICLE I.
Offices.
Section 1. Principal Office. The principal office of the Corporation in the
Commonwealth of Massachusetts shall be in the City of Boston, County of Suffolk.
Section 2. Other Offices. The corporation may have offices at such other
places without as well as within the Commonwealth as the Board of Directors may
from time to time determine.
ARTICLE II.
Meetings of Shareholders.
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 fourth Tuesday of September at 11 A.M.,
Boston Time, beginning in 1963, 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.
In the event that such annual meeting is omitted by oversight or otherwise
on the date herein provided for, a subsequent meeting may be held in place
thereof not later than sixty (60) days after said date, and any business
transacted or elections held at such meeting shall be as valid as if transacted
or held at the annual meeting. Such subsequent meeting shall be called in the
same manner and as provided for special shareholders' meetings.
Section 2. Special Meetings. Special meetings of the shareholders may be
called at any time by the President; and shall be called by the President or any
Vice President or the Secretary at the request, in writing or by resolution, of
a majority of the Board of Directors, or at the written request of the holder or
holders of ten per cent (10%) or more of the total number of shares of the then
issued and outstanding capital stock of the corporation entitled to vote at such
meeting. Any such request shall state the purposes of the proposed meeting.
Section 3. Place of Meeting. Meetings of the shareholders of the
Corporation shall be held at the office of the Corporation in Boston,
Massachusetts or at such other place within the Commonwealth of Massachusetts as
may be specified or fixed in the respective notices or waivers of notice
thereof.
Section 4. Notice of Meetings. Notice of all meetings of the shareholders,
stating the time, place and the purposes for which the meetings are called,
shall be given by the Clerk of the Corporation to each shareholder entitled to
vote thereat, and to each shareholder who under the Agreement of Association and
Articles of Organization (hereinafter called "the Articles") or under the
By-Laws is entitled to such notice, by mailing the same, postage prepaid,
addressed to him at his address as it appears upon the books of the Corporation,
at least twenty (20) days before the time fixed for the meeting, and the person
giving such notice shall make affidavit thereto. If any shareholder shall have
failed to inform the Corporation of his post office address, no notice need be
sent to him. Whenever all shareholders entitled to notice shall meet in person
or by proxy filed with the clerk of the meeting or all such shareholders shall
have waived notice thereof, any annual or special meeting shall be valid for all
purposes without call or notice, and at such meeting any corporate action may be
taken.
Section 5. Quorum. Except as otherwise provided by law, to constitute a
quorum for the transaction of any business at any meeting of shareholders, there
must be present, in person or by proxy, holders of a majority of the total
number of shares of the then issued and outstanding capital stock of the
Corporation entitled to vote at such meeting.
If a quorum, as above defined, shall not be present for the purpose of any
vote that may properly come before any meeting of shareholders at the time and
place of any meeting, the shareholders present in person or by proxy and
entitled to vote at such meeting on such matter holding a majority of the shares
present entitled to vote on such matter may by vote adjourn the meeting from
time to time to be held at the same place without further notice than by
announcement to be given at the meeting until a quorum, as above defined,
entitled to vote on such matter, shall be present, whereupon any such matter may
be voted upon at the meeting as though held when originally convened.
Section 6. Organization. At every meeting of the shareholders, the Chairman
of the Board of Directors, or in his absence the President, or in the absence of
the Chairman of the Board of Directors and the President, a Vice President shall
act as chairman of the meeting. In the absence of the Chairman of the Board of
Directors and the President and the Vice Presidents, the holders of a majority
in number of shares of the shareholders present in person or by proxy shall by
vote elect a chairman of the meeting. The Clerk, or in his absence, an Assistant
Clerk, or in the absence of the Clerk and an Assistant Clerk, any person
appointed by the chairman of the meeting shall act as secretary of the meeting.
Section 7. Voting. At each meeting of the shareholders every shareholder of
the Corporation shall be entitled to one (1) vote in person or by proxy for each
share of the then issued and outstanding capital stock of the Corporation then
having voting power in respect of the matter upon which the vote is to be taken,
standing in his name on the books of the Corporation at the time of the closing
of the transfer books for the meeting, or, if the books be not closed for any
meeting, on the record date fixed as provided in Section 4 of Article VI of
these By-Laws for determining the shareholders entitled to vote at such meeting,
or if the books be not closed and no record date be fixed, at the time of the
meeting. The record holder of a fraction of a share shall be entitled in like
manner to a corresponding fraction of a vote.
All elections of Directors, Treasurer and Clerk shall be conducted in any
manner approved at the meeting of the shareholders at which said election is
held, but shall be by ballot. The persons receiving the greatest number of votes
shall be deemed and declared elected. Except as otherwise required by law or by
the Articles or by these By-Laws all matters shall be decided by a majority of
the votes cast, as hereinabove provided, entitled to vote thereon.
Section 8. Proxies. Any shareholder entitled to vote upon any matter at any
meeting of the shareholders may so vote by proxy; but no proxy which is dated
more than six months before the meeting named therein shall be accepted and no
such proxy shall be valid after the final adjournment of such meeting. Every
proxy shall be in writing subscribed by the shareholder or his duly authorized
attorney and shall be dated, but need not be sealed, witnessed or acknowledged.
Proxies shall be delivered to the Clerk of the Corporation or person acting as
secretary of the meeting before being voted.
ARTICLE III.
Board of Directors.
Section 1. Number of Directors. The number of Directors of the Corporation
shall be fixed for the ensuing year at the first meeting of shareholders and at
each annual meeting or meeting held in lieu thereof, and shall be not less than
five nor more than fifteen. Directors need not be shareholders.
The number of Directors of the Corporation may, from time to time, be
increased or decreased within the above limits by vote of a majority of the
Directors; provided that no reduction in the number of Directors shall affect
any Director whose term of office shall not have expired.
The term of office of each Director shall be from the time of his election
and qualification until the annual meeting next succeeding his election and
until his successor shall have been duly elected and shall have qualified.
Section 2. Powers and Duties. The business, property and affairs of the
Corporation shall be managed and controlled by or under the direction of the
Board of Directors. In each year, at a meeting to be held as soon as practicable
after the election of Directors, the Board shall elect the officers of the
Corporation as provided in Section 1 of Article V hereof. In addition to the
powers and authority by these By-Laws expressly conferred upon it, the Board of
Directors may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Articles or by these By-Laws
directed or required to be exercised or done by the shareholders and may elect
or appoint or provide for the appointment of such other officers and agents as
it may deem necessary or desirable; provided, however, that the Board of
Directors may in its discretion leave vacant for any period any office or
offices other than those of President, Treasurer and Clerk.
Section 3. Organization. At every meeting of the Board of Directors, the
Chairman shall preside and in the absence of the Chairman, the President shall
preside. In the absence of both the Chairman and the President a chairman chosen
by a majority of the Directors present shall preside. The Secretary, or in his
absence, the Clerk, or an Assistant Clerk, or, in the absence of the Clerk and
an Assistant Clerk, any person appointed by the chairman of the meeting shall
keep the records of the meeting.
Section 4. Vacancies and Resignations. Any vacancy in the Board of
Directors because of death, resignation, increase in number or otherwise, may be
filled either by the Board of Directors at any meeting thereof by a vote of a
majority of the Directors in office at the time of such meeting or by vote of
the shareholders at an annual meeting or a special meeting called for that
purpose, but subject to compliance with Section 16(a) of the Investment Company
Act of 1940. Any Director may resign his office at any time by delivering his
resignation in writing to the President or to the Clerk or Secretary of the
Corporation. Such resignation shall take effect at the date of its receipt or at
any later time specified therein; and the acceptance of such resignation, unless
required by the terms thereof, shall not be necessary to make such resignation
effective.
Section 5. Place of Meetings, Offices and Transfer Books. The Board of
Directors may hold its meetings and have an office or offices outside of the
Commonwealth of Massachusetts, and may, to the extent permitted by law, keep the
books and records of the Corporation, and provide for the issue, transfer and
registration of its stock, outside of said State at such places as may, from
time to time, be designated by the Board of Directors.
Section 6. Meetings of the Board. The Board of Directors may in its
discretion provide for regular or stated meetings of the Board of Directors.
Notice of regular or stated meetings need not be given. Meetings of the Board of
Directors other than regular or stated meetings shall be held whenever called by
the Chairman, or in the absence of the Chairman, by the President, or by any one
of the Directors at the time being in office. Notice of the time and place of
each meeting other than regular or stated meetings shall be mailed to each
Director at least two (2) days before the meeting, or shall be telegraphed,
cabled, or wirelessed to each Director at his business address or personally
delivered to him at least one (1) day before the meeting; but such notice may be
waived by all the Directors. If all of the members of the Board of Directors
shall be present at any meeting, such meeting shall be a legal meeting and any
business may be transacted thereat, even though no notice thereof shall have
been given. If it is impracticable for the Directors to meet in person the Board
may meet by means of a telephone conference circuit to which all Directors are
connected or of which all Directors shall have waived notice, which meetings
shall be deemed to have been held at a place designated by the Board at the
meeting.
Section 7. Quorum and Manner of Acting. A majority of the Directors in
office shall be present in person at any regular or special meeting of the Board
of Directors in order to constitute a quorum for the transaction of business at
such meeting and (except as otherwise required by the Articles, by these By-Laws
or by statute) the act of a majority of the Directors present at any such
meeting, at which a quorum is present, shall be the act of the Board of
Directors. In the absence of a quorum, a majority of the Directors present may
adjourn the meeting from time to time until a quorum shall be present. Notice of
any adjourned meeting need not be given.
Section 8. Removal of Directors. Any Director may be removed at any time
with or without cause, upon the affirmative vote of the holders of a majority of
the shares of the then issued and outstanding stock of the Corporation.
<PAGE>
ARTICLE IV.
Committees and Advisory Board.
Section 1. Executive and Other Committees. The Board of Directors, by vote
of a majority of the whole Board, may elect an Executive Committee to consist of
not less than three to hold office until the annual meeting of the shareholders
next succeeding their election, which shall have the power to conduct the
current and ordinary business of the Corporation while the Board is not session,
including the purchase and sale of securities and the designation of securities
to be delivered upon redemption of shares of the Corporation, and such other
powers of the Board as the Board may, from time to time, delegate to them. The
Board may also elect from their own number other Committees from time to time,
the number composing such Committees, the powers conferred upon the same and the
term of membership on such Committees to be determined by vote of the Directors.
The Board of Directors may designate a Chairman for any such Committee; in the
absence of such designation the Committee may elect its own chairman.
Section 2. Meetings, Quorum and Manner of Acting. The Board of Directors
may (1) provide for stated meetings of any Committee, (2) specify the manner of
calling and notice required for special meetings of any Committee, (3) specify
the number of members of a Committee required to constitute a quorum and the
number of members of a Committee required to exercise specified powers delegated
to such Committee, (4) authorize the taking of decisions to exercise specified
powers by written assent of the requisite number of members of a Committee
without a meeting, (5) authorize the members of a Committee to meet by means of
a telephone conference circuit to which all members are connected or of which
all members shall have waived notice.
The Executive Committee shall keep regular minutes of its meetings and
records of decisions taken without a meeting, cause them to be recorded in a
book designated for that purpose and kept in the office of the Corporation and
shall submit such minutes and other records of their proceedings to the Board of
Directors at the regular or special meetings of the Board.
Section 3. Advisory Board. The Directors may appoint an Advisory Board to
consist in the first instance of not less than three members. Members of such
Advisory Board shall not be directors or officers and need not be shareholders.
Members of this Board shall hold office for such period as the Directors may by
resolution provide. Any member of such Board may resign therefrom by a written
instrument signed by him which shall take effect upon delivery to the Directors.
The Advisory Board shall have no legal powers and shall not perform the
functions of directors in any manner, said Board being intended merely to act in
an advisory capacity. Such Advisory Board shall meet at such times and upon such
notice as the Board of Directors may by resolution provide.
ARTICLE V.
Officers.
Section 1. General Provisions. The Officers of the Corporation shall be a
Chairman of the Board of Directors, and a President, who shall be elected by the
Board of Directors as soon as may be after the election of the Directors in each
year, and a Treasurer and a Clerk who shall be elected at the annual meeting of
the shareholder. The Board of Directors may elect or appoint such other officers
or agents as the business of the Corporation may require including one or more
Vice Presidents, a Secretary and one or more Assistant Treasurers and one or
more Assistant Secretaries. The Board of Directors may delegate to any officer
or committee the power to appoint any subordinate officers or agents.
Section 2. Term of Office and Qualifications. Each officer elected by the
Board of Directors, unless removed in the manner hereinafter provided, shall
hold his office until his successor shall have been duly elected and qualified.
The Chairman of the Board of Directors and the President shall be Directors of
the Corporation. The Clerk and Treasurer or the Clerk and Secretary or all three
may be the same person. A Vice President and the Treasurer or a Vice President
and the Clerk and the Secretary may be the same person, but the offices of Vice
President, Clerk and Treasurer shall not be held by the same person. The
President shall hold no other office. Except as above provided, any two offices
may be held by the same person.
Section 3. Removal. The Board of Directors, at a regular meeting or any
special meeting of the Board, may remove any officer with cause, or any officer
except the Treasurer and the Clerk without cause. The shareholders at a meeting
duly called for the purpose may remove the Treasurer or the Clerk with or
without cause. Any officer or agent appointed by any officer or committee may be
removed, either with or without cause, by such appointing officer or committee.
Section 4. Powers and Duties of the President. In the absence of the
Chairman of the Board of Directors, the President shall preside at all meetings
of the shareholders. Subject to the Board of Directors and to any Committees of
the Board, within their respective spheres, as provided by the Board of
Directors, he shall at all times exercise a general supervision and direction
over the affairs of the Corporation. He shall have the power to employ attorneys
and counsel for the Corporation and to employ such subordinate officers, agents,
clerks and employees as he may find necessary to transact the business of the
Corporation. He shall also have the power to grant, issue, execute or sign such
powers of attorney, proxies or other documents as may be deemed advisable or
necessary in furtherance of the interests of the Corporation. The President
shall have such other powers and duties as, from time to time, may be conferred
upon or assigned to him by the Board of Directors.
Section 5. Chairman of the Board of Directors. The Chairman of the Board of
Directors shall be chosen from among the Directors of this Corporation. When
present he shall preside at the meetings of the shareholders and of the Board of
Directors. He may call meetings of the Board of Directors and of any committee
thereof whenever he deems it necessary. He shall be an executive officer of this
Corporation and shall have, with the President, general supervision over the
business and policies of this Corporation, subject to the limitations imposed
upon the President, as provided in Section 4 of this Article V.
Section 6. Powers and Duties of Vice Presidents. In the absence or
disability of the Chairman of the Board of Directors and the President, the Vice
President, or (if there be more than one Vice President) any Vice President
designated by the Board of Directors shall perform all the duties and may
exercise any of the powers of the President, subject to the control of the
Board. Each Vice President shall perform such other duties as may be assigned to
him, from time to time, by the Board or by the President.
Section 7. Powers and duties of the Treasurer. The Treasurer shall be the
principal financial and accounting officer of the Corporation. He shall maintain
the securities and similar investments of the Corporation in accordance with
Article XIV of these By-Laws. He shall render a statement of the condition of
the finances of the Corporation to the Board of Directors as often as it shall
require the same and he shall in general perform all the duties incident to the
office of Treasurer and such other duties as from time to time may be assigned
to him by the Board of Directors. The Treasurer shall give a bond for the
faithful discharge of his duties, if required so to do by the Board of
Directors, in such sum and with such surety or sureties as the Board of
Directors shall require.
Section 8. Powers and Duties of the Clerk. The Clerk shall be a resident of
the Commonwealth of Massachusetts and shall be sworn. The Clerk shall keep the
minutes of all meetings of the shareholders, in proper books provided for that
purpose; he shall have custody of the corporate seal of the Corporation; he
shall have charge of the stock transfer books, lists and records unless the same
are in the charge of a transfer agent in the Commonwealth of Massachusetts
appointed pursuant to Section 3 of Article VI; he or the Secretary shall attend
to the giving and serving of all notices by the Corporation in accordance with
the provisions of these By-Laws and as required by law; and subject to these
By-Laws, he shall in general perform all duties incident to the office of Clerk
and such other duties as from time to time may be assigned to him by the Board
of Directors.
Section 9. Powers and Duties of Secretary. The Secretary, if any, shall be
sworn and shall keep the minutes of all meetings of the Board of Directors. He
shall perform such other duties and have such other powers in addition to those
specified in these By-Laws as the Board of Directors shall from time to time
designate. If there be no Secretary or Assistant Secretary, the Clerk shall
perform the duties of Secretary.
Section 10. Powers and Duties of Assistant Treasurers. In the absence or
disability of the Treasurer, any Assistant Treasurer designated by the Board of
Directors shall perform all the duties, and may exercise any of the powers, of
the Treasurer; and the Assistant Treasurers shall perform such other duties as
for time to time may be assigned to them by the Board of Directors. Each
Assistant Treasurer shall give a bond for the faithful discharge of his duties,
if required so to do by the Board of Directors, in such sum and with such surety
or sureties as the Board of Directors shall require.
Section 11. Powers and Duties of Assistant Clerk. In the absence or
disability of the Clerk, any Assistant Clerk designated by the Board of
Directors shall perform all the duties, and may exercise any of the powers, of
the Clerk; and the Assistant Clerks shall perform such other duties as from time
to time may be assigned to them by the Board of Directors.
Section 12. Powers and Duties of Assistant Secretaries. In the absence or
disability of the Secretary, any Assistant Secretary designated by the Board of
Directors shall perform all of the duties, and may exercise any of the powers of
the Secretary; and the Assistant Secretaries shall perform such other duties as
from time to time may be assigned to them by the Board of Directors.
Section 13. Compensation of Officers, Directors and Members of Advisory
Board. Subject to Article V of the Articles the compensation of the officers,
Directors and members of the Advisory Board shall be fixed from time to time by
the Board of Directors or, in the case of officers, by any committee or officer
upon whom such power may be conferred by the Board of Directors. No officer
shall be prevented from receiving such compensation as such officer by reason of
the fact that he is also a Director of the Corporation.
ARTICLE VI.
Corporate Stock.
Section 1. Certificates of Stock. Certificates for shares of the capital
stock of the Corporation shall be in such form as shall be approved by the Board
of Directors. They (stock certificates) shall be numbered in the order of their
issue and shall be signed by the President or any of the Vice Presidents and by
the Treasurer or an Assistant Treasurer and shall be sealed by the corporate
seal; provided, however, that where such certificate is signed by a transfer
agent or registrar, other than a director, officer or employee of the
corporation, the signature of any such President, Vice President, Treasurer or
Assistant Treasurer and the corporate seal may be facsimile. In case any officer
or officers who shall have signed, or whose facsimile signature of signatures
shall have been used on any such certificate or certificates shall cease to be
such officer or officers of the Corporation whether because of death,
resignation or otherwise, before such certificate or certificates shall have
been delivered by the Corporation, such certificate or certificates may
nevertheless be adopted by the Corporation and be issued and delivered as though
the person or persons who signed such certificate or certificates or whose
facsimile signatures shall have been used thereon had not ceased to be such
officer or officers of the Corporation.
Section 2. Transfer of Stock. Transfers of shares of capital stock of the
Corporation shall be made only on the books of the Corporation by the holder
thereof or by his attorney thereunto authorized by a power of attorney duly
executed and filed with the Clerk of the Corporation or a transfer agent, and on
the surrender of the certificate or certificates for such shares.
Section 3. Transfer Agent and Registrar; Regulations. The Corporation
shall, if and whenever the Board of Directors shall so determine, maintain one
or more transfer officers or agencies, each in charge of a transfer agent
designated by the Board of Directors where the shares of the capital stock of
the Corporation shall be directly transferable, and also one or more registry
offices, each in charge of a registrar, designated by the Board of Directors
where such shares of stock shall be registered, and no certificate for shares of
the capital stock of the Corporation in respect of which a transfer agent and/or
registrar shall have been designated, shall be valid unless countersigned by
such transfer agent and/or registered by such registrar. The principal transfer
agent shall be in the Commonwealth of Massachusetts and shall have charge of the
stock transfer books, lists and records, which shall be kept in Massachusetts in
an office which shall be deemed to be the stock transfer office of the
Corporation. The Board of Directors may also make such additional rules and
regulations as it may deem expedient concerning the issue, transfer and
registration of certificates for shares of the capital stock of the Corporation.
Section 4. Closing of Transfer Books and Fixing Record Date. The Board of
Directors may fix in advance time which shall be not more than sixty (60) days
before the date of any meeting of shareholders or the date for the payment of
any dividend or the making of any distribution to shareholders or the last day
on which the consent or dissent of shareholders may be effectively expressed for
any purpose, as the record date for determining the shareholders having the
right to notice of and to vote at such meeting, and any adjournment thereof, or
the right to receive such dividend or distribution or the right to give such
consent or dissent, and in such case only shareholders of record on such record
date shall have such right, notwithstanding any transfer of stock on the books
of the Corporation after the record date; or without fixing such record date the
Board of Directors may for any of such purposes close the transfer books for all
or any part of such period.
Section 5. Lost, Destroyed or Mutilated Certificates. The holder of any
stock of the Corporation shall immediately notify the Corporation of any loss,
destruction or mutilation of the certificate therefor, and the Board of
Directors may, in its discretion, cause a new certificate or certificates to be
issued to him, in case of mutilation of the certificate, upon the surrender of
the mutilated certificate, or, in case of loss or destruction of the
certificate, upon satisfactory proof of such loss or destruction, and, in any
case, if the Board of Directors shall so determine, upon the delivery of a bond
in such form and in such sum and with such surety or sureties as the Board may
direct, to indemnify the Corporation against any claim that may be made against
it on account of the alleged loss or destruction of any such certificate.
Section 6. Record of Holder of Stock. the Corporation shall be entitled to
treat the person in whose name any share of stock is registered on the books of
the Corporation as the owner thereof, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person.
ARTICLE VII.
Fiscal Year.
The fiscal year of the Corporation shall begin on the first day of July in
each year and shall end on the thirtieth day of June next following.
ARTICLE VIII
Seal.
The Board of Directors shall adopt a corporate seal which shall be in such
form and shall have such inscription thereon as the Board of Directors may from
time to time prescribe.
ARTICLE IX.
Waivers of Notice.
Whenever any notice whatever is required to be given under the provisions
of any statute of the Commonwealth of Massachusetts, under the provisions of the
Articles or these By-Laws, a waiver thereof in writing, signed by the person or
persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto. A notice shall be deemed to have
been telegraphed, cabled or wirelessed for the purposes of these By-Laws when it
has been delivered to a representative of any telegraph, cable or wireless
company with instructions that it be telegraphed, cabled or wirelessed. Any
notice shall be deemed to be given at the time when the same shall be mailed,
telegraphed, cabled or wirelessed.
ARTICLE X.
Investments; Borrowing and Pledging.
Section 1. The authority of the Board of Directors to invest the funds of
the Corporation, to borrow money and to pledge securities as provided in the
statement of purposes contained in the Articles shall be subject to the
following restrictions and limitations:
(A) The Corporation shall not purchase the securities of any issuer if
such purchase at the time thereof would cause more than five per cent (5%)
of the total assets of the Corporation (taken at market value) to be
invested in the securities of such issuer. The foregoing limitation shall
not apply to investments in Government securities as defined in the
Investment Company Act of 1940.
(B) The Corporation shall not purchase securities of any issuer if
such purchase at the time thereof would cause more than ten per cent (10%)
of any class of securities of such issuer to be held by the Corporation.
For this purpose all outstanding bonds and other evidences of indebtedness
shall be deemed to be a single class of securities of the issuer, and all
kinds of stock of an issuer preferred over the common stock as to dividends
or in liquidation shall be deemed to constitute a single class regardless
of relative priorities, series designations, conversion rights and other
differences.
(C) The Corporation shall not purchase securities issued by any other
investment company or investment trust except by purchase in the open
market where no commission or profit to a sponsor or dealer results from
such purchase other than the customary broker's commission, or except when
such purchase, though not made in the open market, is part of a plan of
merger or consolidation.
(D) The Corporation shall not purchase securities of any issuer which
has a record of less than three (3) years' continuous operation including,
however, in such three (3) years the operation of any predecessor company
or companies, partnership or individual enterprise if the issuer whose
securities are proposed as an investment for funds of the Corporation has
come into existence as a result of a merger, consolidation, reorganization,
or the purchase of substantially all the assets of such predecessor company
or companies, partnership or individual enterprise, provided that nothing
in this sub-paragraph D shall prevent
(1) the purchase of securities of a company substantially all of
whose assets are
(a) securities of one or more companies which have had a
record of three (3) years' continuous operation, or
(b) assets of an independent division of another company,
which division has had a record of three (3) years' continuous
operation;
(2) the purchase of securities of (a) a public utility subject to
supervision or regulation as to its rates or charges by a commission
or board or officer of the United States or of any state or territory
thereof, or of the government of Canada or of any province or
territory of Canada or (b) companies operating or formed for the
purpose of operating pipe or transmission lines for the transmission
of oil, gas or electric energy or like products,
provided that no security shall be purchased pursuant to exception (1) or
(2) of this sub-paragraph D if such purchase at the time thereof will cause
more than five per cent (5%) of the total assets of the Fund (taken at
market value) to be invested in securities of companies which wold not then
be eligible for purchase but for those exceptions.
(E) The Corporation shall not purchase or retain in its portfolio any
securities issued by an issuer any of whose officers, directors, trustees,
or security-holders is an officer or Director of the Corporation, or is a
member, officer, director or trustee of the Investment Adviser of the
Corporation, if after the purchase of the securities of such issuer by the
Corporation one or more of such persons owns beneficially more than
one-half of one per cent (1/2%) of the shares or securities, or both (all
taken at market value), of such issuer, and such persons owning more than
one-half of one per cent (1/2%) of such shares or securities together own
beneficially more than five per cent (5%) of such shares or securities, or
both (all taken at market value).
(F) The Corporation shall not borrow amounts in excess of ten per cent
(10%) of the gross assets of the Corporation taken at cost determined in
accordance with good accounting practice, and no borrowing shall be
undertaken except as a temporary measure for extraordinary or emergency
purposes.
(G) The Corporation shall not pledge, mortgage, or hypothecate the
assets of the Corporation.
(H) The Corporation shall not
(a) purchase any securities or evidences of interest therein on
"margin", that is to say in a transaction in which it has borrowed all
or a portion of the purchase price and pledged the purchased
securities of evidences of interest therein as collateral for the
amount so borrowed.
(b) sell or contract to sell any security which it does not own
unless by virtue of its ownership of other securities it has at the
time of sale a right to obtain securities equivalent in kind and
amount to the securities sold and provided that if such right is
conditional the sale is made upon the same conditions.
ARTICLE XI
Underwriting Arrangements.
Any contract for the sale of the shares of the Corporation entered into
pursuant to paragraph (a) of Article IV of the Articles shall require the other
party thereto (hereinafter called the "underwriter"), whether acting as
principal or as agent, to use all reasonable efforts, consistent with the other
business of the underwriter, to secure purchasers for the shares of the
Corporation. Such contract shall require the underwriter to bear all expenses
(i) of printing and distributing any prospectus other than (a) the expense of
preparing and setting up in type any prospectus required under Federal law to be
filed with the Securities and Exchange Commission or (b) the expense of
preparing and setting up in type and distributing to shareholders of the
Corporation any report or other communication in their capacity as such, (ii) of
preparing, printing and distributing any other literature used by the
underwriter or dealers in connection with the offering of the shares for sale to
the public, (iii) any expense of advertising in connection with such offering,
and (iv) the expenses (other than auditing expense) of qualification of the
shares for sale and, if necessary or advisable in connection therewith, of
qualifying the Corporation as a dealer or broker, in such states as shall be
selected by the underwriter and the fees payable to each such state for
continuing the qualification therein until the underwriter notifies the
Corporation that it does not wish such qualification continued.
ARTICLE XII.
Miscellaneous.
(A) No officer, Director or member of the Advisory Board of the
Corporation, and no member, officer, director or trustee of the Investment
Adviser of the Corporation (as that term is defined in the Investment Company
Act of 1940) or of the underwriter of the Corporation, and no Investment Adviser
or underwriter of the Corporation shall take long or short positions in the
securities issued by the Corporation.
(1) The foregoing provision shall not prevent the underwriter from
purchasing from the Corporation shares of the Corporation if such purchases
are limited (except for reasonable allowances for clerical errors, delays
and errors of transmission and cancellation of orders) to purchases for the
purpose of filling orders for such shares received by the underwriter, and
provided that orders to purchase from the Corporation are entered with the
Corporation or the Custodian promptly upon receipt by the underwriter of
purchase orders for such shares, unless the underwriter is otherwise
instructed by its customer
(2) The foregoing provision shall not prevent the underwriter from
purchasing shares of the Corporation as agent for the account of the
Corporation.
(3) The foregoing provision shall not prevent the purchase from the
Corporation or from the underwriter of shares issued by the Corporation by
any officer, Director, or member of the Advisory Board of the Corporation
or by any member, officer, director or trustee of the Investment Adviser of
the Corporation or of the underwriter of the Corporation at the price
available to the public generally at the moment of such purchase or, to the
extent that any such person is a shareholder, at the price available to
shareholders of the Corporation generally at the moment of such purchase.
(B) The Corporation shall not lend assets of the Corporation to any
officer, director or member of the Advisory Board of the Corporation, or to any
member, officer, director or trustee of, or person financially interested in the
Investment Adviser of the Corporation, or the underwriter of the Corporation, or
to the Investment Adviser of the Corporation or to the underwriter of the
Corporation.
(C) The Corporation shall not impose any restriction upon the transfer of
the shares of the Corporation but this requirement shall not prevent the
charging of customary transfer agent fees.
(D) In the event that at any time less than a majority of the Directors of
the corporation holding office at that time were elected by the shareholders,
the Board of Directors or any officer authorized by the By-Laws to call a
special meeting of the shareholders shall forthwith cause to be held as promptly
as possible and in any event within sixty days a special meeting of the
shareholders for the purpose of electing Directors to fill any existing
vacancies in the Board of Directors; provided, however, that no such meeting
need be held during the sixty-day period preceding the date specified in the
By-Laws for the holding of the annual meeting of the shareholders of the
Corporation, if permitted by an order of the Securities and Exchange Commission
or succeeding governmental authority exempting the delay of such meeting from
the prohibition contained in Section 16(a) of the Investment Company Act of
1940.
ARTICLE XIII.
Report to Shareholders.
The Board of Directors shall at least semi-annually submit to the
shareholders a written financial report of the transactions of the Corporation,
including financial statements which shall at least annually be certified by
independent public accountants. Such reports shall clearly set forth, in
addition to the information required by the Investment Company Act of 1940 to be
furnished to shareholders of registered open-end investment companies, a
statement of all amounts paid to any security dealers, legal counsel, transfer
agent, disbursing agent, registrar or custodian, where such payments are made to
a firm, association, trust or corporation having a member, officer, director or
trustee who is an officer, Director of a member of the Advisory Board of the
Corporation.
ARTICLE XIV.
Maintenance of Assets
The Corporation shall place and maintain its securities and similar
investments in the custody of one or more of the following:
(1) one or more banks, trust companies, banking institutions or other
qualified depositories,
(2) one or more companies each of which is a member of a national
securities exchange as defined in the Securities Exchange Act of 1934, or
(3) the Corporation,
in each case subject to the Investment Company Act of 1940 and all applicable
rules, regulations and orders as the Securities and Exchange Commission may from
time to time prescribe, adopt or issue. Any such custodian may be employed to
keep all or any part of the books and accounts of the Corporation, to furnish
clerical and accounting services to the Corporation and to determine or compute
the net asset value of the shares of the Corporation, and shall perform such
acts and services upon such terms and conditions as shall be approved from time
to time by the Board of Directors of the Corporation. The Corporation may also
employ one or more subcustodians or authorize any such custodian to employ one
or more subcustodians, in each case to perform such acts and services upon such
terms and conditions as shall be approved from time to time by the Board of
Directors of the Corporation. Subject to the Investment Company Act of 1940 and
all applicable rules, regulations and orders as said Commission may from time to
time prescribe, adopt or issue, the Corporation may (or permit any such
custodian or subcustodian to) deposit all or any part of the securities owned by
the Corporation in one or more systems for the central handling of securities
(including, without limitation, securities depositories, clearing agencies and
book-entry systems), pursuant to which system all securities of any particular
class or series of any issuer deposited within the system are treated as
fungible and may be transferred or pledged by bookkeeping entry without physical
delivery of such securities.
ARTICLE XV.
Amendments.
The By-Laws, or any of them, of the Corporation may be altered, amended or
repealed or new By-Laws may be adopted by the vote of the holders of a majority
in number of shares of the stock of the Corporation issued, outstanding and
entitled to vote, at any annual meeting, or at a special meeting called for the
purpose. The Board of Directors of the Corporation, at any regular or special
meeting of the Board, may, by a majority vote of the whole Board, adopt
supplementary By-Laws provided that notice of the proposed supplementary By-Law
shall have been given at a previous meeting of the Board, and provided further
that no such supplementary By-Law shall alter, amend or repeal any By-Law in
effect at the time of such action. Any such action of the Board of Directors may
be amended or repealed by the shareholders, as aforesaid, at any annual meeting
or any special meeting called for that purpose.
EXHIBIT 99.2B
AMENDMENT TO
BY-LAWS
OF
THE EXCHANGE FUND OF BOSTON, INC.
September 21, 1995
Pursuant to ARTICLE XV of the BY-LAWS of The Exchange Fund of Boston, Inc., (the
"Fund") upon vote of a majority of the Directors of the Fund 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, 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.
********************
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