EXCHANGE FUND OF BOSTON INC
N-30D, 1995-02-23
Previous: EMERSON RADIO CORP, 10-Q, 1995-02-23
Next: FIRST AMERICAN CORP /TN/, 8-K, 1995-02-23



<PAGE>
             THE
        EXCHANGE FUND
          OF BOSTON

        An Eaton Vance
        Exchange Fund


      Semi-Annual Report


      December 31, 1994



<PAGE>


                  THE EXCHANGE FUND
                   OF BOSTON, INC.
                      SUMMARY

             NET ASSET VALUE PER SHARE
  ----------------------------------------------
  PAST SIX MONTHS
  ----------------------------------------------
  December 31, 1994                      $201.70
  ----------------------------------------------
  June 30, 1994                          $191.79
  ----------------------------------------------
  PAST YEAR
  ----------------------------------------------
  December 31, 1994                      $201.70
  ----------------------------------------------
  December 31, 1993                      $208.41
  ----------------------------------------------
  LIFE OF FUND
  ----------------------------------------------
  December 31, 1994                      $201.70
  ----------------------------------------------
  September 5, 1963                      $ 27.49
  ----------------------------------------------
  CHANGE (9/5/63 TO 12/31/94) IN:
  ----------------------------------------------
  Share value                            +633.7%
  ----------------------------------------------
  Share value plus cumulative
    Federal taxes paid by Fund*          +660.3%
  ----------------------------------------------
  Dow Jones Industrial Average           +419.6%
  ----------------------------------------------
  Standard & Poor's 500                  +529.1%
  ----------------------------------------------

  *Realized capital gains are generally retained
   by the Fund and the  federal  tax  thereon is
   paid on behalf of  shareholders.  Such  taxes
   aggregated  $7.301 per share over the life of
   the Fund.

   The  Dow  Jones  Industrial  Average  and  the
   Standard & Poor's 500 are  unmanaged  lists of
   common stocks.

<PAGE>

                                TO SHAREHOLDERS

EXCHANGE FUND OF BOSTON HAD A TOTAL RETURN OF 6.0 PERCENT  DURING THE SIX MONTHS
THAT ENDED DECEMBER 31, 1994. That return  represented a rise in net asset value
per share to  $201.70  from  $191.79,  and the  reinvestment  of $1.59 in income
dividends.  By  comparison,  the S&P 500  Index,  an  unmanaged  index of common
stocks, had a return of 4.9 percent during the same period.

SHAREHOLDERS  RECEIVED INCOME DIVIDENDS  TOTALING $1.59 PER SHARE DURING THE SIX
MONTHS ENDED DECEMBER 31, 1994.

THE ECONOMY  CONTINUED TO GROW  SOLIDLY IN 1994.  THIRD-QUARTER  GROSS  DOMESTIC
PRODUCT  ROSE 3.4 PERCENT,  FOLLOWING A 4.1 PERCENT GAIN IN THE SECOND  QUARTER.
The economy  was fueled by  increases  in capital  spending  by  business.  Such
spending was up significantly in the past year, according to the U.S. Department
of Commerce.  The nations improved  economic activity was reflected in brisk job
growth as well, with November unemployment down to 5.6 percent.

BY MOST  MEASURES,  INFLATION  CONTINUES  TO BE  MODEST.  However,  the  Federal
Reserve, having raised short-term rates on six occasions in 1994, is maintaining
a close watch on inflation  indices,  commodity  prices,  productivity and labor
costs,  and has not excluded the  possibility  of further rate  increases.  Core
inflation which excludes the volatile energy and food categories remained in the
range of 2.7 percent.

ON THE COMMODITY FRONT, A STRONGER U.S. ECONOMY AND AN IMPROVING  ECONOMY ABROAD
INCREASED  PRICES FOR KEY BASE METALS.  After drifting for some time,  crude oil
prices  jumped during the summer,  leading to a rise in oil stock prices.  These
inflation  concerns,  the  Fed  actions  and a  stubbornly  weak  dollar  pushed
long-term  Treasury  yields to 8.1 percent on November 30, their  highest  since
early 1992.

CYCLICAL STOCKS WERE AMONG THE BETTER  PERFORMERS DURING THE FIRST HALF OF 1994.
However,  during the second six months growth stocks  rallied for the first time
in more than a year.  This shift  benefited the Funds growth and cyclical growth
stocks.  Growth  companies  with  international  operations  should  show better
earnings if there is an economic slowdown in the U.S. next year.

"OVER THE LONG-TERM,  INVESTMENTS  THAT FOCUS ON A  REPRESENTATIVE  PORTFOLIO OF
HIGH-QUALITY COMMON STOCKS ARE LIKELY TO DELIVER SOUND PERFORMANCE."

DURING THE SIX MONTHS THAT ENDED DECEMBER 31, 1994, THE STRONG  FUNDAMENTALS AND
UNDERVALUATION OF TECHNOLOGY  STOCKS CAUSED THIS SECTOR TO APPRECIATE.  Overall,
health care  stocks,  regarded in recent years as market  laggards,  also gained
significantly  during the period.  In  particular,  the stocks of drug companies
returned  to favor once the debate over health care reform was set aside for the
year.

INTEREST  RATE-SENSITIVE  STOCKS,  INCLUDING  THOSE  OF  INSURANCE  AND  FINANCE
COMPANIES, WERE AMONG THE MARKET'S WEAKER PERFORMERS DURING THE PERIOD. Bank and
finance company margins are likely to face increasing pressure because of softer
loan demand.  Utility stocks  underperformed during the period and the stocks of
retail companies also were down for the six-month period.

IN THE SHORT  TERM,  THE  MARKET  REMAINS  VULNERABLE  TO FURTHER  INCREASES  IN
INTEREST  RATES.  However,  over  the long  term,  investments  that  focus on a
representative  portfolio of  high-quality  common  stocks are likely to deliver
sound performance. Because this remains the investment strategy of Exchange Fund
of Boston,  I have  confidence that the Fund will continue to participate in the
growth of the economy.

Sincerely,




LANDON T. CLAY
President
February 10, 1995
<PAGE>
               THE EXCHANGE FUND OF BOSTON, INC.
                       DECEMBER 31, 1994
                          (UNAUDITED)
  INVESTMENT CHANGES
  SIX MONTHS ENDED DECEMBER 31, 1994
  -------------------------------------------------------------------
                                                   Shares Owned
  INCREASES                                   6/30/94        12/31/94
  -------------------------------------------------------------------
  First Chicago Corp.                             --           33,881
  -------------------------------------------------------------------
  DECREASES*
  -------------------------------------------------------------------
  Dun & Bradstreet Corp.                        44,618         40,158
  -------------------------------------------------------------------
  Harland (John H.) Co.                         70,610         51,540
  -------------------------------------------------------------------
  Johnson & Johnson                             64,800         55,230
  -------------------------------------------------------------------
  Lake Shore Bancorp Inc.                       70,925           --
  -------------------------------------------------------------------
  Tecumseh Products Co. Class B                 13,450            400
  -------------------------------------------------------------------
  *Includes investments paid in kind on redemptions.

<PAGE>
                            PORTFOLIO OF INVESTMENTS
                               DECEMBER 31, 1994
                                  (UNAUDITED)
NAME OF COMPANY                                      SHARES            VALUE
- -------------------------------------------------------------------------------
                             COMMON STOCKS -- 99.4%
- -------------------------------------------------------------------------------
BANKS - 4.0%
BankAmerica Corp                                      20,812         $   822,074
First Chicago Corp                                    33,881           1,617,805
                                                                     -----------
                                                                     $ 2,439,879
                                                                     -----------
BUSINESS PRODUCTS AND SERVICES - 3.4%
Reuters Holdings PLC                                  48,000         $ 2,106,000
                                                                     -----------
COMMUNICATIONS - 1.9%
Northern Telecom Ltd.                                 35,870         $ 1,197,161
                                                                     -----------
COMPUTER SYSTEMS - 2.2%
Novell Inc.*                                          80,000         $ 1,370,000
                                                                     -----------
CONSTRUCTION & REAL ESTATE - 1.9%
CBI Industries, Inc.                                  45,126         $ 1,156,354
                                                                     -----------
CONSUMER PRODUCTS - 11.9%
Anheuser-Busch Co., Inc.                              26,310         $ 1,338,521
PepsiCo, Inc.                                         45,900           1,663,875
Procter & Gamble Co.                                  32,800           2,033,600
Rubbermaid Inc.                                       78,920           2,268,950
                                                                     -----------
                                                                     $ 7,304,946
                                                                     -----------
DRUGS & MEDICAL - 16.5%
ASTRA AB -- Series A                                  90,000         $ 2,324,430
Bausch & Lomb, Inc.                                   63,750           2,159,531
Genentech Inc.*                                       17,500             794,062
Johnson & Johnson                                     55,230           3,023,842
Merck & Co., Inc.                                     30,390           1,158,619
Sofamor Danek Group, Inc.*                            55,000             715,000
                                                                     -----------
                                                                     $10,175,484
                                                                     -----------
ELECTRONICS - 6.3%
Hewlett-Packard Co.                                   12,800         $ 1,278,400
Intel Corp.                                           40,350           2,577,356
                                                                     -----------
                                                                     $ 3,855,756
                                                                     -----------
FOREST PRODUCTS - 4.0%
Potlach Corp.                                         10,830         $   403,417
Union Camp Corp.                                      43,059           2,029,155
                                                                     -----------
                                                                     $ 2,432,572
                                                                     -----------
INSURANCE - 12.8%
General Re Corp.                                      35,670         $ 4,414,163
St. Paul Companies, Inc.                              52,820           2,363,695
Torchmark Corp.                                       31,425           1,095,947
                                                                     -----------
                                                                     $ 7,873,805
                                                                     -----------
MACHINERY & EQUIPMENT - 4.5%
Tecumseh Products Co. Class B                            400         $    18,200
Tecumseh Products Co. Class A                         60,720           2,732,400
                                                                     -----------
                                                                     $ 2,750,600
                                                                      ----------
<PAGE>
NAME OF COMPANY                                      SHARES            VALUE
- -------------------------------------------------------------------------------
                           COMMON STOCKS (Continued)
- -------------------------------------------------------------------------------
MISCELLANEOUS - 1.7%
Harland (John H.) Co.                                 51,540         $ 1,030,800
                                                                     -----------
OFFICE EQUIPMENT - 2.3%
DigitalEquipment Corp.*                               10,195         $   338,984
International Business Machines Corp.                 14,267           1,048,625
                                                                     -----------
                                                                     $ 1,387,609
                                                                     -----------
OIL PRODUCTS & SERVICES - 2.6%
Phillips Petroleum Co.                                50,000         $ 1,637,500
                                                                     -----------
PETROLEUM - 3.5%
Chevron Corp.                                         15,600         $   696,150
Mobil Corp.                                           17,750           1,495,438
                                                                     -----------
                                                                     $ 2,191,588
                                                                     -----------
PETROLEUM SERVICES & EQUIPMENT - 1.7%
Schlumberger Ltd.                                     21,278         $ 1,071,879
                                                                     -----------
PUBLISHING & PRINTING - 6.4%
Dun & Bradstreet Corp.                                40,158         $ 2,208,690
Times-Mirror Co.                                      55,890           1,753,549
                                                                     -----------
                                                                     $ 3,962,239
                                                                      ----------
RESTAURANTS - 3.4%
McDonald's Corp.                                      71,100         $ 2,079,675
                                                                     -----------
RETAIL - 5.1%
Family Dollar Stores, Inc.                            75,000         $   937,500
Toys "R" Us, Inc.*                                    72,000           2,196,000
                                                                     -----------
                                                                     $ 3,133,500
                                                                      ----------
SPECIALTY CHEMICAL - 2.4%
Ecolab Inc.                                           69,800         $ 1,465,800
                                                                     -----------
TRANSPORTATION - 0.9%
Union Pacific Corp.                                   12,890         $   588,106
                                                                     -----------
    Total Common Stocks
      (Identified cost, $15,189,863)                                 $61,211,253
                                                                     -----------
                                                  FACE AMOUNT
                                                 (000 OMITTED)
- -------------------------------------------------------------------------------
                          SHORT-TERM OBLIGATION -- 0.4%
- -------------------------------------------------------------------------------
CXC Inc., 5.95%, due 1/03/95, at amortized cost    $    281          $   280,861
                                                                     -----------
    TOTAL INVESTMENTS
      (Identified cost, $15,470,724) -- 99.8%                        $61,492,114
    OTHER ASSETS,
      LESS LIABILITIES -- 0.2%                                           128,537
                                                                     -----------
    NET ASSETS -- 100.0%                                             $61,620,651
                                                                     -----------
*Non-income producing security.

                      See notes to financial statements
<PAGE>
                                      FINANCIAL STATEMENTS
<TABLE>
                              STATEMENT OF ASSETS AND LIABILITIES
- -------------------------------------------------------------------------------------------------
<CAPTION>
                                 December 31, 1994 (Unaudited)
- -------------------------------------------------------------------------------------------------
  ASSETS:
<S>                                                                       <C>         <C>        
    Investments, at value (Note 1A) (identified cost, $15,470,724)                    $61,492,114
    Cash                                                                                      912
    Dividends receivable                                                                  134,529
    Other assets                                                                            5,687
                                                                                      -----------
        Total assets                                                                  $61,633,242
  LIABILITIES:
    Payable for capital stock redeemed                                    $4,143
    Payable to affiliates --
      Custodian fee                                                        1,061
      Directors' fees                                                      1,519
    Accrued expenses                                                       5,868
                                                                           -----
        Total liabilities                                                                  12,591
                                                                                      -----------
  NET ASSETS for 305,507 shares of capital stock outstanding                          $61,620,651
                                                                                      -----------
                                                                                      -----------
  SOURCES OF NET ASSETS:
    Accumulated net realized gain on  investment  transactions  (computed on the
      basis of  identified  cost),  less the  excess  of cost of  capital  stock
      redeemed  over  proceeds  from sales of capital  stock  (including  shares
      issued to  shareholders  electing to receive payment of  distributions  in
      capital stock)                                                                  $25,708,342
    Accumulated distributions of net realized gain on investments
      as computed for federal income tax purposes                                      (2,197,214)
    Unrealized appreciation of investments (computed on the basis
      of identified cost)                                                              46,021,390
    Federal tax on undistributed net realized long-term capital
      gain paid on behalf of shareholders                                              (8,108,363)
    Undistributed net investment income                                                   196,496
                                                                                      -----------
        Total                                                                         $61,620,651
                                                                                      -----------
                                                                                      -----------
  NET ASSET VALUE AND REDEMPTION PRICE PER SHARE
    ($61,620,651 / 305,507 shares of capital stock outstanding)                       $201.70
                                                                                      -------
                                                                                      -------
                      See notes to financial statements
</TABLE>

<PAGE>
<TABLE>
                                                STATEMENT OF OPERATIONS
- ------------------------------------------------------------------------------------------------
                                  For the Six Months Ended December 31, 1994 (Unaudited)
- ------------------------------------------------------------------------------------------------
<S>                                                                <C>               <C>
  Investment Income:
    Income --
      Dividends                                                                      $   728,195
      Interest                                                                            23,352
                                                                                     -----------
          Total income                                                               $   751,547
    Expenses --
      Investment adviser fee (Note 4)                              $   195,901
      Compensation of Directors not members of the Investment
        Adviser's organization                                           3,039
      Custodian fee (Note 4)                                            18,817
      Legal and accounting services                                     23,922
      Printing and postage                                              15,380
      Transfer and dividend disbursing agent fees                        7,239
      Miscellaneous                                                      3,303
                                                                   -----------
          Total expenses                                                                 267,601
                                                                                     -----------
            Net investment income                                                    $   483,946

  REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
    Net realized gain on investments, computed on the basis
      of identified cost
      ($0 net gain as computed for federal income tax
      purposes)                                                    $ 2,161,223
    Increase in unrealized appreciation of investments                 996,982
                                                                   -----------
            Net realized and unrealized gain on investments                            3,158,205
                                                                                     -----------
              Net increase in net assets from operations                             $ 3,642,151
                                                                                     -----------
                                                                                     -----------
</TABLE>

<PAGE>
<TABLE>
  --------------------------------------------------------------------------------------------------
<CAPTION>
                                  Statement of Changes in Net Assets
  --------------------------------------------------------------------------------------------------
                                                                 SIX MONTHS ENDED
                                                                 DECEMBER 31, 1994     YEAR ENDED
                                                                    (UNAUDITED)       JUNE 30, 1994
                                                                 -----------------    -------------
<S>                                                              <C>                  <C>
  Increase (Decrease) in Net Assets:
    From operations --
      Net investment income                                         $   483,946       $   906,092
      Net realized gain on investment transactions                    2,161,223         2,685,533
      Increase (decrease) in unrealized appreciation of
        investments                                                     996,982        (3,942,112)
                                                                    -----------       -----------
        Increase (decrease) in net assets from operations           $ 3,642,151       $  (350,487)
    Undistributed net investment income included in net asset
      value of shares redeemed
      and issued                                                      --                  (12,169)
    Distributions to shareholders --
        From net investment income                                     (495,525)         (885,542)
    Net decrease from capital stock transactions (exclusive
      of amounts allocated to net investment income)                 (2,235,933)       (3,037,955)
                                                                    -----------       -----------
        Net increase (decrease) in net assets                       $   910,693       $(4,286,153)
  NET ASSETS:
    At beginning of period                                           60,709,958        64,996,111
                                                                    -----------       -----------
    At end of period (including undistributed net investment
      income of $196,496 and $208,075, respectively)                $61,620,651       $60,709,958
                                                                    -----------       -----------
                                                                    -----------       -----------
                      See notes to financial statements
</TABLE>

<PAGE>
<TABLE>
                                                       FINANCIAL HIGHLIGHTS
- ------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                            SIX MONTHS ENDED                                   YEAR ENDED JUNE 30,
                            DECEMBER 31, 1994          ------------------------------------------------------------------------
                               (UNAUDITED)               1994            1993            1992            1991            1990
                            -----------------          --------        --------        --------        --------        --------
<S>                         <C>                        <C>             <C>             <C>             <C>             <C>     
  NET ASSET VALUE,
    beginning of period         $191.790               $196.100        $187.690        $167.320        $164.980        $149.770
                                --------               --------        --------        --------        --------        --------
  INCOME FROM OPERATIONS:
    Net investment income       $  1.576               $  2.805        $  2.652        $  2.666        $  3.145        $  2.988
    Net realized and unrealized
      gain (loss) on
      investments                  9.924                 (4.365)          8.408          20.414           2.195          16.598
                                --------               --------        --------        --------        --------        --------
        Total income (loss)
         from operations        $ 11.500               $ (1.560)       $ 11.060        $ 23.080        $  5.340        $ 19.586
                                --------               --------        --------        --------        --------        --------
  LESS DISTRIBUTIONS:
    From net investment
     income                     $ (1.590)              $ (2.750)       $ (2.650)       $ (2.710)       $ (3.000)       $ (3.070)
    From net realized
     gain on investments
     (Note 1B)                      --                     --              --              --              --            (1.050)
                                --------               --------        --------        --------        --------        --------
        Total distributions     $ (1.590)              $ (2.750)       $ (2.650)        (2.710)        $ (3.000)       $ (4.120)
                                --------               --------        --------        --------        --------        --------
  PROVISION FOR FEDERAL
    TAX ON UNDISTRIBUTED
    NET REALIZED LONG-
    TERM GAIN (Note 1B)             --                     --              --              --              --          $ (0.256)
                                --------               --------        --------        --------        --------        --------
  NET ASSET VALUE,
   end of period                $201.700               $191.790        $196.100        $187.690        $167.320        $164.980
                                --------               --------        --------        --------        --------        --------
                                --------               --------        --------        --------        --------        --------
  TOTAL RETURN                     5.99%                 (0.86%)          5.87%          13.85%           3.35%          13.11%
  RATIOS/ SUPPLEMENTAL DATA:
    Net assets, end of
     period (000's omitted)     $ 61,621               $ 60,710        $ 64,996        $ 65,788        $ 62,422        $ 64,391
    Ratio of expenses to
      average net assets           0.84%<F1>              0.79%           0.80%           0.81%           0.87%           0.85%
    Ratio of net investment
      income to average net
      assets                       1.52%<F1>              1.38%           1.34%           1.44%           2.00%           1.91%
  PORTFOLIO TURNOVER RATE             0%                     8%              3%              7%              4%              9%
<FN>
<F1> Computed on an annualized basis.

                       See notes to financial statements
</TABLE>

<PAGE>
                        NOTES TO FINANCIAL STATEMENTS
                                 (UNAUDITED)
- -------------------------------------------------------------------------------
(1) SIGNIFICANT ACCOUNTING POLICIES

The Fund is registered under the Investment Company Act of 1940, as amended,  as
a  diversified,  open-end,  management  investment  company.  The following is a
summary of significant  accounting policies consistently followed by the Fund in
the preparation of its financial statements. The policies are in conformity with
generally accepted accounting principles.

A. INVESTMENT  VALUATIONS - Investments  listed on security  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
closing bid prices.  Short-term  obligations,  maturing in 60 days or less,  are
valued at amortized cost, which approximates value.

B. FEDERAL  TAXES - The Fund's  policy is to comply with the  provisions  of the
Internal  Revenue  Code  available  to  regulated  investment  companies  and to
distribute to  shareholders  each year all of its taxable income from dividends,
interest and net realized short-term capital gain. Accordingly, no provision for
federal  income or excise tax is  necessary.  The Fund  generally  designates as
undistributed any taxable net realized long-term gain (but reserves the right to
distribute  such gain in any year) and pays the federal tax thereon on behalf of
shareholders.  Provision  for such tax is recorded on the Fund's  records on the
last  business day of the Fund's  fiscal year because the Internal  Revenue Code
provides that such tax is allocated  among  shareholders of record on that date.
At June 30, 1994, the Fund, for federal income tax purposes,  had a capital loss
carryover of $18,111 which will reduce the Fund's taxable income and federal tax
thereon,  arising from future net realized gain on  investments,  if any, to the
extent  permitted by the Internal Revenue Code. Such capital loss carryover will
expire on June 30, 1999, for $7,967 and June 30, 2002, for $10,144.

C.  EQUALIZATION  - Prior to July 1,  1994,  the Fund  followed  the  accounting
practice known as equalization by which a portion of the proceeds from the sales
and costs of  reacquisitions  of Fund shares was allocated to undistributed  net
investment  income.  As of  July  1,  1994,  the  Fund  discontinued  the use of
equalization.  This  change had no effect on the Fund's  net  assets,  net asset
value  per  share,   or  its  net  increase  in  net  assets  from   operations.
Discontinuing  the  use of  equalization  will  result  in a  simpler  and  more
meaningful financial statement presentation.

D. OTHER -  Investment  transactions  are  accounted  for on a trade date basis.
Dividend  income and dividends to  shareholders  are recorded on the ex-dividend
date.

E.  DISTRIBUTIONS  -  Generally  accepted  accounting  principles  require  that
differences in the recognition or classification of income between the financial
statements   and  tax   earnings   and  profits   which   result  in   temporary
over-distributions   for  financial  statement   purposes,   are  classified  as
distributions  in excess of net investment  income or  accumulated  net realized
gains.

F. INTERIM FINANCIAL  INFORMATION - The interim financial statements relating to
December  31, 1994 and for the six month period then ended have not been audited
by independent  certified public  accountants,  but in the opinion of the Fund's
management,  reflect  all  adjustments,  consisting  only  of  normal  recurring
adjustments,  necessary for a fair  presentation  of the  financial  statements.
- -------------------------------------------------------------------------------

<PAGE>
(2) CAPITAL STOCK
At December 31, 1994,  there were  3,297,273  shares of $1.00 par value  capital
stock authorized. Transactions in capital stock were as follows:
<TABLE>
<CAPTION>
                                                  SIX MONTHS ENDED
                                                  DECEMBER 31, 1994                   YEAR ENDED
                                                     (UNAUDITED)                     JUNE 30, 1994
                                            -----------------------------    -----------------------------
                                                SHARES          AMOUNT           SHARES          AMOUNT
                                                ------        -----------        ------        -----------
<S>                                            <C>            <C>               <C>            <C>         
  Redemptions                                  (11,527)       $(2,334,036)      (15,774)       $(3,215,547)
  Issued to shareholders electing to
    receive payment of dividends
    in capital stock                               483             98,103           879            177,592
                                                ------        -----------        ------        -----------
      Net decrease                             (11,044)       $(2,235,933)      (14,895)       $(3,037,955)
                                                ------        -----------        ------        -----------
                                                ------        -----------        ------        -----------
</TABLE>
- -------------------------------------------------------------------------------

(3) INVESTMENT TRANSACTIONS
Purchases of investments, other than short-term obligations,  aggregated $8,568.
There were no sales of investments. In addition, investments having an aggregate
market value of $2,246,268 at dates of redemption  were  distributed  in payment
for capital stock redeemed.
- -------------------------------------------------------------------------------

(4) INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The investment  adviser fee,  computed at the monthly rate of 5/96 of 1% (5/8 of
1% annually) of the Fund's average  monthly net assets,  was paid to Eaton Vance
Management (EVM) as compensation for management and investment advisory services
rendered to the Fund.  Except as to directors of the Fund who are not members of
EVM's  organization,  officers  and  directors  receive  remuneration  for their
services to the Fund out of such  investment  adviser fee. The custodian fee was
paid to  Investors  Bank & Trust  Company  (IBT),  an  affiliate of EVM, for its
services as  custodian of the Fund.  Pursuant to the  custodian  agreement,  IBT
receives a fee  reduced by credits  which are  determined  based on the  average
daily cash  balances the Fund  maintains  with IBT.  Certain of the officers and
directors  of  the  Fund  are  officers  and  directors/trustees  of  the  above
organizations.
- -------------------------------------------------------------------------------

(5) LINE OF CREDIT
The  Fund  participates  with  other  funds  managed  by EVM  in a $120  million
unsecured line of credit agreement with a bank. The line of credit consists of a
$20  million  committed  facility  and a $100  million  discretionary  facility.
Borrowings will be made by the Fund solely to facilitate the handling of unusual
and/or unanticipated  short-term cash requirements.  Interest is charged to each
fund based on its borrowings at an amount above either the bank's adjusted daily
certificate of deposit rate, a variable adjusted certificate of deposit rate, or
a federal funds effective rate. In addition, a fee computed at an annual rate of
1/4 of 1% on the $20 million committed  facility and on the daily unused portion
of $100  million  discretionary  facility is allocated  among the  participating
funds  at the  end of each  quarter.  The  Fund  did not  have  any  significant
borrowings or allocated fees during the period.
- -------------------------------------------------------------------------------

(6) FEDERAL INCOME TAX BASIS OF INVESTMENTS
The cost and unrealized  appreciation/depreciation  in value of the  investments
owned at December 31, 1994,  as computed on a federal  income tax basis,  are as
follows:
  Aggregate cost                                                $15,470,724
                                                                -----------
                                                                -----------
  Gross unrealized appreciation                                 $46,915,979
  Gross unrealized depreciation                                     894,589
                                                                -----------
      Net unrealized appreciation                               $46,021,390
                                                                -----------
                                                                -----------
<PAGE>


                            INVESTMENT MANAGEMENT
  THE EXCHANGE       OFFICERS                     INDEPENDENT DIRECTORS
  FUND OF            LANDON T. CLAY               DONALD R. DWIGHT
  BOSTON, INC.       President,                   President,
  24 Federal Street  Director                     Dwight Partners,
  Boston, MA 02110   PETER F. KIELY               Inc.
                     Vice President,              Chairman, Newspapers
                     Director                     of
                     JAMES B. HAWKES              New England, Inc.
                     Vice President               SAMUEL L. HAYES, III
                     JAMES L. O'CONNOR            Jacob H. Schiff
                     Treasurer                    Professor of
                     THOMAS OTIS                  Investment Banking,
                     Clerk                        Harvard University
                     JAMES F. ALBAN               Graduate School
                     Assistant                    of Business
                     Treasurer                    Administration
                     JANET E. SANDERS             NORTON H. REAMER
                     Assistant                    President and
                     Treasurer and                Director, United
                     Assistant Clerk              Asset Management
                     PORTFOLIO MANAGER            Corporation
                     THOMAS E. FAUST, JR.         JOHN L. THORNDIKE
                                                  Director, Fiduciary
                                                  Trust Company
                                                  JACK L. TREYNOR
                                                  Investment Adviser and
                                                  Consultant
                     ------------------------------------------------------
                     THE EXCHANGE FUND            TRANSFER AND DIVIDEND
                     OF BOSTON, INC.              DISBURSING AGENT
                     24 Federal Street            The Shareholder Services
                     Boston, MA 02110             Group, Inc.
                                                  BOS725
                     INVESTMENT ADVISER           P.O. Box 1559
                     Eaton Vance Management       Boston, MA 02104
                     24 Federal Street            800-262-1122
                     Boston, MA 02110

                     CUSTODIAN
                     Investors Band & Trust Company
                     24 Federal Street
                     Boston, MA 02110















© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission