FIDUCIARY EXCHANGE FUND INC
N-30D, 1995-03-01
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<PAGE>
                                TO SHAREHOLDERS

FIDUCIARY  EXCHANGE FUND HAD A TOTAL RETURN OF -4.3 PERCENT DURING THE YEAR THAT
ENDED  DECEMBER 31, 1994.  That return  represented a decline in net asset value
per share to  $141.16  from  $149.47,  and the  reinvestment  of $1.85 in income
dividends.  By  comparison,  the S&P 500  Index,  an  unmanaged  index of common
stocks, had a return of 1.4 percent during the same period.

SHAREHOLDERS  RECEIVED INCOME DIVIDENDS TOTALING $1.85 DURING THE 12 MONTHS THAT
ENDED DECEMBER 31, 1994.

THE ECONOMY CONTINUED TO POST SOLID GROWTH IN 1994. THIRD-QUARTER GROSS DOMESTIC
PRODUCT ROSE 3.4 PERCENT, FOLLOWING A 4.1 PERCENT GAIN IN THE FIRST 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 nation's  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.  The Federal  Reserve is
maintaining  a close watch on  inflation  indices  and  commodity  prices.  Core
inflation -- which excludes the volatile  energy and food  categories -- remains
in the range of 2.7 percent.

HOWEVER,  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 modest rise in oil
stock  prices.  These  inflation  concerns  caused the Federal  Reserve to raise
short-term rates on six occasions in 1994. Long-term Treasury yields rose to 8.1
percent at September 30, their highest level since early 1992.

<PAGE>
CYCLICAL STOCKS,  IN WHICH THE FUND HAS ONLY MODEST  WEIGHTINGS,  WERE AMONG THE
BETTER  PERFORMERS  DURING THE FIRST HALF OF 1994. During the second six months,
growth stocks,  in which the Fund is primarily  invested,  rallied for the first
time in more than a year. Growth companies with international  operations should
show better relative  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 GROWTH STOCKS ARE LIKELY TO DELIVER SOUND PERFORMANCE."

[Photograph Landon T. Clay]

DURING THE YEAR THAT ENDED  DECEMBER  31,  1994,  THE  STRONG  FUNDAMENTALS  AND
UNDERVALUATION  OF TECHNOLOGY  STOCKS CAUSED THIS SECTOR TO  APPRECIATE.  Retail
stocks generally fared poorly for the second  consecutive  year, as reflected in
declines in the Fund's holdings in this sector,  Wal-Mart, Toys "R" Us and Super
Valu.

HEALTH  CARE  STOCKS,  WHICH  HAVE  UNDERPERFORMED  FOR TWO YEARS,  ALSO  GAINED
SIGNIFICANTLY  IN THE LAST SIX MONTHS OF 1994. An exception to this, and a large
holding of the Fund, was Bausch & Lomb,  whose stock price was depressed by some
company-specific issues.

INTEREST-SENSITIVE  STOCKS,  INCLUDING THOSE OF INSURANCE AND FINANCE COMPANIES,
WERE AMONG THE MARKETS  WEAKER  PERFORMERS  DURING THE PERIOD.  Bank and finance
company margins are likely to face increasing pressure due to softer loan demand
and a flatter yield curve. Utility stocks also underperformed.

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  growth  stocks are likely to deliver
sound performance. Because this remains the strategy of Fiduciary Exchange Fund,
I have  confidence  that the Fund will continue to  participate in the growth of
the economy.

Sincerely,



/s/ LANDON T. CLAY
    LANDON T. CLAY
    President
    February 21, 1995


<PAGE>
- --------------------------------------------------------------------------------
                         FIDUCIARY EXCHANGE FUND, INC.
                               DECEMBER 31, 1994
                                  (UNAUDITED)
                               INVESTMENT CHANGES
                       SIX MONTHS ENDED DECEMBER 31, 1994
  ------------------------------------------------------------------------------
                                                       Shares Owned
                                                  6/30/94        12/31/94
  ------------------------------------------------------------------------------
  DECREASES*
  ------------------------------------------------------------------------------
  Chubb Corp.                                     36,960          35,960
  ------------------------------------------------------------------------------
  Exxon Corp.                                     40,000          39,000
  ------------------------------------------------------------------------------
  Intel Corp.                                     59,424          51,174
  ------------------------------------------------------------------------------
  Johnson & Johnson                               57,344          46,774
  ------------------------------------------------------------------------------
  Northern Telecom Lltd.                           40,000          33,620
  ------------------------------------------------------------------------------
  Pfizer Inc.                                     19,328          13,858
  ------------------------------------------------------------------------------
  Reuters Holdings PLC, ADR                       35,840          29,670
  ------------------------------------------------------------------------------
  Stratus Computer, Inc.                          20,000           -0-
  ------------------------------------------------------------------------------
  Toys "R" Us, Inc.                               75,000          66,370
  ------------------------------------------------------------------------------
  Wal-Mart Stores, Inc.                          117,850         115,450
  ------------------------------------------------------------------------------
  *Includes investments paid in kind on redemptions.




<PAGE>

<TABLE>
<CAPTION>

                            PORTFOLIO OF INVESTMENTS
                               DECEMBER 31, 1994

  NAME OF COMPANY                                                        SHARES        VALUE

 ------------------------------------------------------------------------------------------------
                                      COMMON STOCKS - 96.8%
 ------------------------------------------------------------------------------------------------
<S>                                                                     <C>       <C>
  ADVERTISING - 2.6%
  Interpublic Group Co., Inc.                                             40,000  $ 1,285,000
                                                                                  -----------
  AIR TRANSPORTATION - 1.6%
  FlightSafety International, Inc. A                                      20,000  $   812,500
                                                                                  -----------
  BUSINESS PRODUCTS & SERVICES - 2.4%
  Automatic Data Processing Inc.                                          20,000  $ 1,170,000
                                                                                  -----------
  COMMUNICATIONS - 2.3%
  Northern Telecom Ltd.                                                   33,620  $ 1,122,068
                                                                                  -----------
  COMPUTER & BUSINESS EQUIPMENT - 2.7%
  Reuters Holdings PLC, ADR                                               29,670  $ 1,301,771
                                                                                  -----------
  CONSUMER PRODUCTS - 4.5%
  McCormick & Co., Inc., Non-Voting                                       54,000  $   985,500
  Stride Rite Corp.                                                      109,640   1,219,745
                                                                                  -----------
                                                                                  $ 2,205,245
                                                                                  -----------
  DRUGS & MEDICAL - 18.0%
  Bausch & Lomb, Inc.                                                     56,924  $ 1,928,301
  Bristol-Myers Squibb Co.                                                27,860    1,612,398
  Johnson & Johnson                                                       46,774    2,560,876
  Merck & Co., Inc.                                                       42,894    1,635,334
  Pfizer Inc.                                                             13,858    1,070,530
                                                                                  -----------
                                                                                  $ 8,807,439
                                                                                  -----------
  ELECTRONICS - 4.0%
  Dionex Corp.<F1>                                                        50,000  $ 1,887,500
  Nanometrics, Inc.<F1>                                                  132,000       74,250
                                                                                  -----------
                                                                                  $ 1,961,750
                                                                                  -----------
  FOOD DISTRIBUTION - 2.6%
  Super Valu Stores Inc.                                                  51,506  $ 1,261,897
                                                                                  -----------
  HARDWARE & TOOLS - 2.4%
  Stanley Works                                                           32,445  $ 1,159,909
                                                                                  -----------
  INSURANCE - 8.2%
  Chubb Corp.                                                             35,960  $ 2,782,405
  St. Paul Companies, Inc.                                                 8,440      377,690
  MGIC Investment Corp.                                                   25,000      828,125
                                                                                  -----------
                                                                                  $ 3,988,220
                                                                                  -----------
  MACHINERY & EQUIPMENT - 2.5%
  Gould Pumps, Inc.                                                       56,469  $ 1,221,142
                                                                                  -----------
  MANUFACTURING - 3.3%
  Dover Corp.                                                             31,500  $ 1,626,187
                                                                                  -----------
<FN>
<F1> Non-income producing security.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
 ------------------------------------------------------------------------------------------------
                                      COMMON STOCKS (Continued)
 ------------------------------------------------------------------------------------------------
<S>                                                                       <C>     <C>
  PETROLEUM - 7.8%
  Exxon Corp.                                                             39,000  $ 2,369,250
  Mobil Corp.                                                             16,835    1,418,349
                                                                                  -----------
                                                                                  $ 3,787,599
                                                                                  -----------
  PUBLISHING & PRINTING - 7.4%
  Dun & Bradstreet Corp.                                                  17,160  $   943,800
  Gannett Co., Inc.                                                       40,000    2,130,000
  Harcourt General, Inc.                                                  15,000      528,750
                                                                                  -----------
                                                                                  $ 3,602,550
                                                                                  -----------
  RETAIL - 9.2%
  Toys "R" Us, Inc.<F1>                                                   66,370  $ 2,024,285
  Wal-Mart Stores, Inc.                                                  115,450    2,453,312
                                                                                  -----------
                                                                                  $ 4,477,597
                                                                                  -----------
  SEMICONDUCTORS - 9.9%
  Intel Corp.                                                             51,174  $ 3,268,739
  Texas Instruments, Inc.                                                 20,820    1,558,897
                                                                                  -----------
                                                                                  $ 4,827,636
                                                                                  -----------
  SPECIALTY CHEMICALS - 5.4%
  Ecolab Inc.                                                             62,820  $ 1,319,220
  Nalco Chemical Co.                                                      40,000    1,340,000
                                                                                  -----------
                                                                                  $ 2,659,220
                                                                                  -----------
    TOTAL COMMON STOCKS
      (Identified cost, $12,754,069)                                              $47,277,730
                                                                                  -----------
<FN>
<F1> Non-income producing security.
</TABLE>
<TABLE>
<CAPTION>
  -----------------------------------------------------------------------------------------------
                                  SHORT-TERM OBLIGATIONS - 3.0%
  -----------------------------------------------------------------------------------------------
                                                                     FACE AMOUNT
                                                                   (000 OMITTED)
  -----------------------------------------------------------------------------------------------
<S>                                                                 <C>           <C>
  American Express Credit Corp.,
    5.9%, due 1/03/95                                                     $  200  $   199,935
  CXC Inc., 6.0%, due 1/03/95                                                128      127,958
  Ford Motor Credit Corp., 5.9%, due 1/09/95                               1,144    1,142,495
                                                                                  -----------
    TOTAL SHORT-TERM OBLIGATIONS,
      AT AMORTIZED COST                                                           $ 1,470,388
                                                                                  -----------
    TOTAL INVESTMENTS -- 99.8%
      (Identified cost, $14,224,457)                                              $48,748,118
    OTHER ASSETS,
      LESS LIABILITIES  -- 0.2%                                                        84,571
                                                                                  -----------
    NET ASSETS -- 100.0%                                                          $48,832,689
                                                                                  -----------
                                                                                  -----------
</TABLE>

<PAGE>

<TABLE>
               
                                        FINANCIAL STATEMENTS
                                 STATEMENT OF ASSETS AND LIABILITIES
<CAPTION>
 ---------------------------------------------------------------------------------------------------
                                        December 31, 1994
  --------------------------------------------------------------------------------------------------
<S>                                                                    <C>           <C>
  ASSETS:
    Investments, at value (Note 1A) (identified cost, $14,224,457)                   $48,748,118
    Cash                                                                                     319
    Dividends receivable                                                                 140,110
                                                                                     -----------
        Total assets                                                                 $48,888,547
 
  LIABILITIES:
    Federal tax on undistributed net realized long-term gains,
      payable on behalf of shareholders (Note 1B)                       $44,389
    Payable for capital stock redeemed                                    1,048
    Payable to affiliates --
      Custodian fee                                                       2,969
      Directors' fees                                                       414
    Accrued expenses                                                      7,038
                                                                        -------
        Total liabilities                                                                 55,858
                                                                                     -----------
  NET ASSETS for 345,944 shares of capital stock outstanding                         $48,832,689
                                                                                     ===========
                                                                                 
  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)                                                                 $23,985,956
    Accumulated distributions of net realized gain on investments
      as computed for federal income tax purposes                                       (606,077)
    Unrealized appreciation of investments (computed on the basis
      of identified cost)                                                             34,523,661
    Federal tax on undistributed net realized long-term capital
      gain, paid on behalf of shareholders                                            (9,139,524)
    Undistributed net investment income                                                   68,673
                                                                                     -----------
          Total                                                                      $48,832,689
                                                                                     ===========
                                                                                 
  NET ASSET VALUE AND REDEMPTION PRICE PER SHARE
    ($48,832,689 / 345,944 shares of capital stock outstanding)                      $141.16
                                                                                      ======
                                                                                     

</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                                     STATEMENT OF OPERATIONS
 -----------------------------------------------------------------------------------------------
                              For the Year Ended December 31, 1994
 -----------------------------------------------------------------------------------------------
  <S>                                                             <C>            <C>
  INVESTMENT INCOME:
    Income --
      Dividends                                                                      $ 1,129,683
      Interest                                                                            31,119
                                                                                     -----------
          Total income                                                               $ 1,160,802
    Expenses --
      Investment adviser fee (Note 4)                              $   331,349
      Compensation of Directors not members of the Investment
        Adviser's organization                                           3,959
      Custodian fee (Note 4)                                            34,579
      Legal and accounting services                                     26,063
      Printing and postage                                              23,738
      Transfer and dividend disbursing agent fees                       15,000
      Miscellaneous                                                      3,362
                                                                    ----------
          Total expenses                                                                 438,050
                                                                                     -----------
            Net investment income                                                    $   722,752

  REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
    Net realized gain on investments, computed on the basis
      of identified cost ($126,828 net gain as 
      computed for federal income tax purposes)                    $ 5,475,540
    Decrease in unrealized appreciation of investments              (8,742,281)
                                                                    ----------
            Net realized and unrealized loss on investments                           (3,266,741)
                                                                                     -----------
              Net decrease in net assets from operations                             $(2,543,989)
                                                                                     ===========
</TABLE>

<PAGE>
<TABLE>
FINANCIAL STATEMENTS (Continued)
<CAPTION>
                                STATEMENT OF CHANGES IN NET ASSETS
 ------------------------------------------------------------------------------------------------
                                                                         YEAR ENDED DECEMBER 31,
                                                                    -----------------------------
                                                                        1994             1993
                                                                    ------------      -----------
<S>                                                                 <C>               <C>
  INCREASE (DECREASE) IN NET ASSETS:
    From operations --
      Net investment income                                         $   722,752       $   644,259
      Net realized gain on investment transactions                    5,475,540         2,090,419
      Decrease in unrealized appreciation of investments             (8,742,281)       (2,627,539)
                                                                    -----------       -----------
        Increase (decrease) in net assets from operations           $(2,543,989)      $   107,139
    Undistributed net investment income included in the net
      asset value of shares redeemed and issued                        --                    (825)
    Distributions to shareholders from --
      Net investment income                                            (673,964)         (628,409)
      Net realized gain on investment transactions                     --                (349,215)
    Provision for federal tax on undistributed net realized
      long-term gain (Note 1B)                                          (44,389)          (43,242)
    Net decrease from capital stock transactions (exclusive of
      amounts allocated to net investment income) (Note 2)           (6,018,443)       (1,624,856)
                                                                    -----------       -----------
          Net decrease in net assets                                $(9,280,785)      $(2,539,408)
  NET ASSETS:
    At beginning of year                                             58,113,474        60,652,882
                                                                    -----------       -----------
    At end of year (including undistributed net investment
      income of $68,673 and $19,885, respectively)                  $48,832,689       $58,113,474
                                                                    ===========       ===========
</TABLE>



<PAGE>

<TABLE>

                                                FINANCIAL HIGHLIGHTS
 -------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                               YEAR ENDED DECEMBER 31,
                                       ----------------------------------------------------------------------------
                                                    1994         1993         1992         1991         1990
                                                  --------     ---------    --------     --------     --------
<S>                                               <C>          <C>          <C>          <C>          <C>
  NET ASSET VALUE, beginning of year              $149.470     $151.610     $148.620     $104.510     $103.940
                                                  --------     --------     --------     --------     --------
    INCOME FROM OPERATIONS:
      Net investment income                       $  1.997     $  1.639     $  1.570     $  1.770     $  1.770
      Net realized and unrealized
        gain (loss) on investments                  (8.329)      (1.168)       3.180       44.340        0.730
                                                  --------     --------     --------     --------     --------
          Total income (loss) from operations     $ (6.332)    $  0.471     $  4.750     $ 46.110     $  2.500
                                                  --------     --------     --------     --------     --------
    LESS DISTRIBUTIONS:
      From net investment income                  $ (1.850)    $ (1.600)    $ (1.760)    $ (1.650)    $ (1.930)
      From net realized gain on  investments          --         (0.900)        --         (0.140)         --
                                                  --------     --------     --------     --------     --------
          Total distributions                     $ (1.850)    $ (2.500)    $ (1.760)    $ (1.790)    $ (1.930)
                                                  --------     --------     --------     --------     --------
    PROVISION FOR FEDERAL TAX ON UNDISTRIBUTED
      NET REALIZED LONG-TERM GAIN (NOTE 1B)       $ (0.128)    $ (0.111)    $  --        $ (0.210)    $  --
                                                  --------     --------     --------     --------     --------
  NET ASSET VALUE, end of year                    $141.160     $149.470     $151.610     $148.620     $104.510
                                                  ========     ========     ========     ========     ========
 
  TOTAL RETURN <F1>                                  (4.33)%       0.28%        3.28%       44.18%        2.46%
  RATIOS/SUPPLEMENTAL DATA:
    Net assets, end of year (000's omitted)        $48,833      $58,113      $60,653      $62,793      $48,274
    Ratio of expenses to average net assets           0.83%        0.81%        0.83%        0.82%        0.90%
    Ratio of net investment income
     to average net assets                            1.37%        1.11%        1.11%        1.38%        1.73%

  PORTFOLIO TURNOVER                                     5%           6%           5%           5%           2%
<FN>
<F1>  Total investment return is calculated assuming a purchase at the net asset
      value on the first  day and a sale at the net asset  value on the last day
      of each period reported. Dividends and distributions,  if any, are assumed
      to be reinvested at the net asset value on the payable date.
</TABLE>
<PAGE>

- -------------------------------------------------------------------------------
                        NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
(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. Accord- ingly, no provision
for federal income or excise tax is necessary on such income. 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.

C.  EQUALIZATION  - Prior to January 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 a result, undistributed net investment income per share is
unaffected by sales or reacquisitions of Fund shares. As of January 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 or (decrease)
in net assets from operations.  Discontinuing the use of equlization 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.
- --------------------------------------------------------------------------------
(2) CAPITAL STOCK
At December 31, 1994,  there were  5,005,000  shares of $1.00 par value  capital
stock authorized. Transactions in capital stock were as follows:

<TABLE>
<CAPTION>

                                                                 YEAR ENDED DECEMBER 31,
                                               ------------------------------------------------------------
                                                           1994                     1993
                                               ------------------------    ---------------------
                                                   SHARES      AMOUNT       SHARES      AMOUNT
                                                  -------   -----------    --------  -----------
<S>                                                <C>      <C>            <C>       <C>
  Redemptions                                     (43,865)  $(6,161,648)   (12,821)  $(1,857,972)
  Issued to shareholders electing to receive
    payment of dividends in capital stock           1,000       143,205      1,584       233,116
                                                  -------   -----------    -------   -----------
      Net decrease                                (42,865)  $(6,018,443)   (11,237)  $(1,624,856)
                                                  =======   ===========    =======   ===========
</TABLE>
<PAGE>

- --------------------------------------------------------------------------------
(3) INVESTMENT TRANSACTIONS
Purchases  and  sales  of  investments,   other  than  short-term   obligations,
aggregated  $2,492,575 and $2,417,948,  respectively.  In addition,  investments
having an  aggregate  market value of  $6,033,534  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
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 the $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 year.

- --------------------------------------------------------------------------------
(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                                                      $14,224,457
                                                                    ===========
Gross unrealized  appreciation                                      $35,177,881
Gross unrealized  depreciation                                          654,220
                                                                    -----------
Net unrealized  appreciation                                        $34,523,661
                                                                    ===========

<PAGE>
                          INDEPENDENT AUDITORS' REPORT
- --------------------------------------------------------------------------------
To the Board of Directors and Shareholders of
Fiduciary Exchange Fund, Inc.:

We have audited the accompanying statement of assets and liabilities,  including
the portfolio of  investments,  of Fiduciary  Exchange Fund, Inc. as of December
31, 1994, and the related  statement of operations for the year then ended,  the
statement  of changes in net assets for the years  ended  December  31, 1994 and
1993, and the financial highlights for each of the years in the five-year period
ended December 31, 1994. These financial statements and financial highlights are
the responsibility of the Fund's management. Our responsibility is to express an
opinion on these  financial  statements  and financial  highlights  based on our
audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures included  confirmation of the securities owned as of
December 31, 1994, by correspondence with the custodian.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  such  financial  statements  and financial  highlights  present
fairly, in all material  respects,  the financial position of Fiduciary Exchange
Fund, Inc. as of December 31, 1994, the results of its  operations,  the changes
in its net  assets,  and its  financial  highlights  for the  respective  stated
periods in conformity with generally accepted accounting principles.

                                                         DELOITTE & TOUCHE LLP


Boston, Massachusetts
February 3, 1995


<PAGE>

                            INVESTMENT MANAGEMENT
  FIDUCIARY            OFFICERS AND STAFF    INDEPENDENT
  EXCHANGE             LANDON T. CLAY        DIRECTORS
  FUND, INC.           President, Director   DONALD R. DWIGHT
  24 Federal Street    PETER F. KIELY        President, Dwight
  Boston, MA 02110     Vice President,         Partners, Inc.
                       Director              Chairman, Newspapers  of
                       JAMES B. HAWKES         New England, Inc.
                       Vice President        SAMUEL L. HAYES, III
                       DUNCAN W. RICHARDSON  Jacob H. Schiff
                       Vice President and      Professor of
                       Portfolio Manager       Investment
                       JAMES L. O'CONNOR       Banking, Harvard
                       Treasurer               University
                       THOMAS OTIS             Graduate School of
                       Clerk                   Business
                       JAMES F. ALBAN         Administration
                       Assistant Treasurer   NORTON H. REAMER
                       JANET E. SANDERS      President and
                       Assistant Treasurer   Director, United
                       and Assistant Clerk     Asset Management
                                               Corporation
                                             JOHN L. THORNDIKE
                                             Director, Fiduciary
                                             Trust Company
                                             JACK L. TREYNOR
                                             Investment Adviser
                                             and Consultant

                       ------------------------------------------
                       FIDUCIARY EXCHANGE    TRANSFER AND
                       FUND, INC.            DIVIDEND
                       24 Federal Street     DISBURSING AGENT
                       Boston, MA 02110      The Shareholder
                                             Services
                       INVESTMENT ADVISER    Group, Inc.
                       Eaton Vance           P.O. Box 1559
                       Management            Boston, MA 02104
                       24 Federal Street
                       Boston, MA 02110      AUDITORS
                                             Deloitte & Touche
                       CUSTODIAN             LLP
                       Investors Bank &      125 Summer Street
                       Trust Company         Boston, MA 02110
                       24 Federal Street
                       Boston, MA 02110


<PAGE>

                               FIDUCIARY EXCHANGE
                                   FUND, INC.

                                    SUMMARY

                           NET ASSET VALUE PER SHARE
                    ----------------------------------------------
                    PAST SIX MONTHS
                    ----------------------------------------------
                    December 31, 1994                     $141.16
                    ----------------------------------------------
                    June 30, 1994                         $137.19
                    ----------------------------------------------
                    PAST YEAR
                    ----------------------------------------------
                    December 31, 1994                     $141.16
                    ----------------------------------------------
                    December 31, 1993                     $149.47
                    ----------------------------------------------
                    LIFE OF FUND
                    ----------------------------------------------
                    December 31, 1994                     $141.16
                    ----------------------------------------------
                    March 17, 1967                        $ 20.00
                    ----------------------------------------------
                    CHANGE (3/17/67 TO 12/31/94)
                    ----------------------------------------------
                    Share value                           +605.8%
                    ----------------------------------------------
                    Share value plus cumulative
                    federal taxes paid by Fund*           +649.0%
                    ----------------------------------------------
                    Dow Jones Industrial Average          +340.9%
                    ----------------------------------------------
                    Standard & Poor's 500                 +408.9%
                    ----------------------------------------------
                   *Realized capital gains are generally retained
                    by the Fund and the federal tax thereon is
                    paid on behalf of shareholders. Such taxes
                    aggregated $8.638 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.

                                     EATON VANCE
                                 The Boston Tradition
                    24 Federal Street, Boston, Massachusetts 02210



                                   FIDUCIARY
                                 EXCHANGE FUND

                                 An Eaton Vance
                                 Exchange Fund

                                 Annual Report
                               December 31, 1994






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