FIDUCIARY EXCHANGE FUND INC
N-30D, 1995-08-14
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<PAGE>
To Shareholders

FIDUCIARY EXCHANGE FUND HAD A TOTAL RETURN OF 24.2 PERCENT DURING THE SIX MONTHS
THAT ENDED JUNE 30, 1995. That return represented a rise in net asset value per
share to $174.31 from $141.16, and the reinvestment of $1.00 per share in income
dividends. By comparison, the S&P 500, an unmanaged index of common stocks, had
a return of 20.1 percent during the same period.

--------------------------------------------------------------------------------
FIDUCIARY EXCHANGE FUND HAD A TOTAL RETURN OF 24.2 PERCENT DURING THE SIX MONTHS
THAT ENDED JUNE 30, 1995.
--------------------------------------------------------------------------------

IN GENERAL, THE STOCK MARKET PERFORMED WELL DURING THIS SIX-MONTH PERIOD. The
market's continued positive performance behavior was a response to the prospect
of slow growth without significant inflation. Many companies cut costs and
downsized several years ago to deal with the effects of a recession. They now
are better prepared to operate more efficiently during an economic slowdown. The
market also responded to changing economic prospects in another way: market
leadership shifted from cyclical stocks to other sectors less exposed to a
slowing economy. The stocks of large companies, particularly those with a strong
international presence, performed well during this period.

THE TECHNOLOGY SECTOR WAS THE MARKET'S TOP PERFORMER DURING THIS PERIOD. The
Fund is strongly weighted in the technology sector, and the performance of these
stocks helped account for a portion of the Fund's gains. However, past
performance is no guarantee of future results. Intel Corp., the Fund's largest
holding in terms of market value, showed a price increase of 98 percent during
the six months, while Texas Instruments was up nearly 79 percent. Stocks of
companies in the financial sector also performed well.

HEALTH CARE STOCKS, LED BY THE STOCKS OF DRUG COMPANIES, WERE GENERALLY STRONG
DURING THE YEAR. In the Fund, Merck & Co., Inc. saw a price increase of 55
percent during the six-month period. Bausch & Lomb was up more than 22 percent,
an improvement over its poor performance in the previous year.

THE RETAIL SECTOR POSTED MIXED RESULTS DURING THE PERIOD, ALTHOUGH THE FUND'S
SECOND-LARGEST HOLDING, WALMART STORES, GAINED NEARLY 26 PERCENT. Exxon Corp.
had the largest position in the Fund among energy stocks, and increased 16
percent during the six- month period.

------------------------

[Photo of Landon T. Clay

------------------------

--------------------------------------------------------------------------------
"NO MATTER HOW ECONOMIC CONDITIONS MAY CHANGE... INVESTING IN A SELECTED
PORTFOLIO OF HIGH-QUALITY COMMON STOCKS IS LIKELY TO DELIVER SOUND PERFORMANCE."
--------------------------------------------------------------------------------

THE FEDERAL RESERVE, WHICH RAISED SHORT-TERM INTEREST RATES SEVEN TIMES BETWEEN
FEBRUARY 1994 AND FEBRUARY 1995, REVERSED ITSELF IN EARLY JULY, LOWERING THE
TARGET FEDERAL FUNDS RATE A QUARTER OF A PERCENTAGE POINT. The key question is
whether the economy will achieve a "soft landing" or will move into recession.
If the economy weakens more than the Fed anticipated, short-term rates could be
lowered further. However, if the economy starts to pick up once again, further
rate reductions may not be needed. If a soft landing is achieved, corporate
profitability should be well maintained and could support higher levels in the
stock market for 1995 and beyond.

NO MATTER HOW ECONOMIC CONDITIONS MAY CHANGE, WE REMAIN CONVINCED THAT OVER THE
LONG TERM, INVESTING IN A SELECTED PORTFOLIO OF HIGH-QUALITY COMMON STOCKS IS
LIKELY TO DELIVER SOUND PERFORMANCE. That remains the strategy of Fiduciary
Exchange Fund, and we are confident the Fund will continue to participate in the
economy's ongoing growth.


                      Sincerely,

                      /s/ Landon T. Clay

                      LANDON T. CLAY
                        President
                      August 4, 1995
<PAGE>
------------------------------------------------------------------------------
                        FIDUCIARY EXCHANGE FUND, INC.
                                JUNE 30, 1995
                                 (UNAUDITED)

INVESTMENT CHANGES
SIX MONTHS ENDED JUNE 30, 1995
------------------------------------------------------------------------------
                                                              Shares Owned
                                                           12/31/94   6/30/95
------------------------------------------------------------------------------
INCREASES
------------------------------------------------------------------------------
Intel Corp.(1)                                               51,174   91,288
------------------------------------------------------------------------------
Harcourt General                                             15,000   30,000
------------------------------------------------------------------------------

DECREASES*
------------------------------------------------------------------------------
Johnson & Johnson                                            46,744   37,344
------------------------------------------------------------------------------
Nanometrics, Inc.                                           132,000  119,500
------------------------------------------------------------------------------
Northern Telecom Ltd.                                        33,620   20,450
------------------------------------------------------------------------------
Pfizer Inc.                                                  13,858    9,308
------------------------------------------------------------------------------
Toys "R" Us, Inc.                                            66,370   60,000
------------------------------------------------------------------------------
 *  Includes investments paid-in kind on redemptions.
(1) Intel had a 2:1 stock split, adding 51,174 shares to the Funds holdings. 
    Of the post split shares held, 11,060 shares were sold or distributed.
<PAGE>

                           PORTFOLIO OF INVESTMENTS
                                JUNE 30, 1995
                                 (UNAUDITED)
------------------------------------------------------------------------------
                   COMMON STOCKS - 98.2%
------------------------------------------------------------------------------
NAME OF COMPANY                                  SHARES           VALUE
------------------------------------------------------------------------------
ADVERTISING - 2.6%
Interpublic Group Co., Inc.                       40,000       $ 1,500,000
                                                               -----------

AIR TRANSPORTATION - 1.7%
FlightSafety International, Inc. A                20,000       $   975,000
                                                               -----------

BUSINESS PRODUCTS & SERVICES - 2.2%
Automatic Data Processing Inc.                    20,000       $ 1,257,500
                                                               -----------

COMMUNICATIONS - 1.3%
Northern Telecom Ltd.                             20,450       $   746,425
                                                               -----------

COMPUTER & BUSINESS EQUIPMENT - 2.6%
Reuters Holdings PLC, ADR                         29,670       $ 1,487,209
                                                               -----------

CONSUMER PRODUCTS - 4.0%
McCormick & Co., Inc., Non-Voting                 54,000       $ 1,161,000
Stride Rite Corp.                                109,640         1,137,515
                                                               -----------
                                                               $ 2,298,515
                                                               -----------
DRUGS & MEDICAL - 16.8%
Bausch & Lomb, Inc.                               56,924       $ 2,362,346
Bristol-Myers Squibb Co.                          27,860         1,897,963
Johnson & Johnson                                 37,344         2,525,388
Merck & Co., Inc.                                 42,894         2,101,806
Pfizer Inc.                                        9,308           859,827
                                                               -----------
                                                               $ 9,747,330
                                                               -----------
ELECTRONICS - 5.1%
Dionex Corp.*                                     50,000       $ 2,287,500
Nanometrics, Inc.*                               119,500           679,656
                                                               -----------
                                                               $ 2,967,156
                                                               -----------
FOOD DISTRIBUTION - 2.6%
Super Valu Stores Inc.                            51,506       $ 1,500,112
                                                               -----------

HARDWARE & TOOLS - 2.1%
Stanley Works                                     32,445       $ 1,228,854
                                                               -----------

INSURANCE - 7.7%
Chubb Corp.                                       35,960       $ 2,881,295
St. Paul Companies, Inc.                           8,440           415,670
MGIC Investment Corp.                             25,000         1,171,875
                                                               -----------
                                                               $ 4,468,840
                                                               -----------
MACHINERY & EQUIPMENT - 2.1%
Gould Pumps, Inc.                                 56,469       $ 1,228,200
                                                               -----------
MANUFACTURING - 4.0%
Dover Corp.                                       31,500       $ 2,291,625
                                                               -----------

PETROLEUM - 7.5%
Exxon Corp.                                       39,000       $ 2,754,375
Mobil Corp.                                       16,835         1,616,160
                                                               -----------
                                                               $ 4,370,535
                                                               -----------
PUBLISHING AND PRINTING - 7.5%
Dun & Bradstreet Corp.                            17,160       $   900,900
Gannett Co., Inc.                                 40,000         2,170,000
Harcourt General, Inc.                            30,000         1,275,000
                                                               -----------
                                                               $ 4,345,900
                                                               -----------
RETAIL - 8.4%
Toys "R" Us, Inc.*                                60,000       $ 1,755,000
Wal-Mart Stores, Inc.                            115,450         3,088,287
                                                               -----------
                                                               $ 4,843,287
                                                               -----------
SEMI-CONDUCTORS - 14.8%
Intel Corp.*                                      91,288       $ 5,779,672
Texas Instruments, Inc.                           20,820         2,787,278
                                                               -----------
                                                               $ 8,566,950
                                                               -----------
SPECIALTY CHEMICALS - 5.2%
Ecolab Inc.                                       62,820       $ 1,539,090
Nalco Chemical Co.                                40,000         1,455,000
                                                               -----------
                                                               $ 2,994,090
                                                               -----------
    TOTAL COMMON STOCKS
     (IDENTIFIED COST, $12,957,487)                            $56,817,528
                                                               -----------



------------------------------------------------------------------------------
                       SHORT-TERM OBLIGATION - 1.5%
------------------------------------------------------------------------------
                                                  FACE AMOUNT
NAME OF COMPANY                                  (000 OMITTED)      VALUE
------------------------------------------------------------------------------

Prudential Funding Corp.,
  6.05% due 7/05/95, at amortized cost                 $900       $   899,395
                                                                  -----------
    TOTAL INVESTMENTS - 99.7%
      (IDENTIFIED COST, $13,856,882)                              $57,716,923
    OTHER ASSETS, LESS LIABILITIES - 0.3%                             181,303
                                                                  -----------
    NET ASSETS -  100%                                            $57,898,226
                                                                  ===========
*Non-income producing security.
                      
                      See notes to financial statements
<PAGE>

                             FINANCIAL STATEMENTS

                     STATEMENT OF ASSETS AND LIABILITIES
------------------------------------------------------------------------------
                          June 30, 1995 (Unaudited)
------------------------------------------------------------------------------
ASSETS:

  Investments, at value (Note 1A) (identified cost,
    $13,856,882)                                                 $57,716,923
  Cash                                                                80,888
  Dividends receivable                                               110,176
                                                                 -----------
      Total assets                                               $57,907,987
LIABILITIES:
  Payable to affiliates --
    Custodian fee                                        $1,105
    Directors' fees                                         419
  Accrued expenses                                        8,237
                                                         ------
      Total liabilities                                                9,761
                                                                 -----------
NET ASSETS for 332,150 shares of capital stock outstanding       $57,898,226
                                                                 ===========
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)        $23,723,023
  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)                                 43,860,041
  Federal tax on undistributed net realized long-term
    capital gain, paid on behalf of shareholders                  (9,139,524)
  Undistributed net investment income                                 60,763
                                                                 -----------
      Total                                                      $57,898,226
                                                                 ===========
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE
  ($57,898,226 / 332,150 shares of capital stock
   outstanding)                                                    $174.31
                                                                   =======
                      See notes to financial statements
<PAGE>

                           STATEMENT OF OPERATIONS
------------------------------------------------------------------------------
              For the Six Months Ended June 30, 1995 (Unaudited)
--------------------------------------------------------------------------------
INVESTMENT INCOME:
  Income --
    Dividends                                                     $   526,224
    Interest                                                           30,110
                                                                  -----------
        Total income                                              $   556,334
  Expenses --
    Investment adviser fee (Note 4)                  $  166,573
    Compensation of Directors not members of the
      Investment Adviser's organization                   1,966
    Custodian fee (Note 4)                               14,785
    Legal and accounting services                        23,327
    Printing and postage                                 10,035
    Transfer and dividend disbursing agent fees           9,280
    Miscellaneous                                         1,408
                                                     ----------
        Total expenses                                                227,374
                                                                  -----------
          Net investment income                                   $   328,960
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
  Net realized gain on investments, computed on the
   basis of identified cost                          $1,916,609
  Increase in unrealized appreciation of
   investments                                        9,336,380
                                                     ----------
          Net realized and unrealized gain on
           investments                                             11,252,989
                                                                  -----------
            Net increase in net assets from
             operations                                           $11,581,949
                                                                  ===========

                      See notes to financial statements
<PAGE>

<TABLE>
<CAPTION>
                                        STATEMENT OF CHANGES IN NET ASSETS
--------------------------------------------------------------------------------------------------------------------
                                                                                    SIX MONTHS
                                                                                       ENDED
                                                                                   JUNE 30, 1995      YEAR ENDED
                                                                                    (UNAUDITED)    DECEMBER 31, 1994
                                                                                   -------------   -----------------
  
<S>                                                                                  <C>              <C>         
INCREASE (DECREASE) IN NET ASSETS:
  From operations --
    Net investment income                                                            $   328,960      $    722,752
    Net realized gain on investment transactions                                       1,916,609         5,475,540
    Increase (decrease) in unrealized appreciation of investments                      9,336,380        (8,742,281)
                                                                                     -----------      ------------
      Increase (decrease) in net assets from operations                              $11,581,949      $ (2,543,989)
                                                                                     ===========      ============ 
  Distributions to shareholders from --
    Net investment income                                                            $  (328,960)     $   (673,964)
    In excess of net investment income                                                    (7,910)            --
                                                                                     -----------      ------------
      Total distributions                                                            $  (336,870)     $   (673,964)
                                                                                     ===========      ============ 
  Provision for federal tax on undistributed net realized long-term gain (Note 1B)   $     --         $    (44,389)
                                                                                     -----------      ------------
  Net decrease from capital stock transactions (Note 2)                              $ (2,179,542)    $ (6,018,443)
                                                                                     -----------      ------------
      Net increase (decrease) in net assets                                          $  9,065,537     $ (9,280,785)
NET ASSETS:
  At beginning of period                                                               48,832,689       58,113,474
                                                                                     -----------      ------------
  At end of period (including undistributed net investment income of $60,763 and
    $68,673, respectively)                                                            $57,898,226     $ 48,832,689
                                                                                      ===========     ============
</TABLE>

                      See notes to financial statements
<PAGE>

<TABLE>
<CAPTION>
                                                             FINANCIAL HIGHLIGHTS
-------------------------------------------------------------------------------------------------------------------------------
                                   SIX MONTHS                                  YEAR ENDED DECEMBER 31,
                              ENDED JUNE 30, 1995     -------------------------------------------------------------------------
                                  (UNAUDITED)             1994           1993           1992           1991           1990
                                   ---------              ----           ----           ----           ----           ----
<S>                                      <C>              <C>            <C>            <C>            <C>            <C>     
NET ASSET VALUE, beginning
  of period                              $141.160         $149.470       $151.610       $148.620       $104.510       $103.940
                                         --------         --------       --------       --------       --------       --------
  INCOME FROM OPERATIONS:
    Net investment income                $  0.977         $  1.997       $  1.639       $  1.570       $  1.770       $  1.770
    Net realized and
      unrealized gain (loss)
      on investments                       33.173           (8.329)        (1.168)         3.180         44.340          0.730
                                         --------         --------       --------       --------       --------       --------
        Total income (loss)
         from operations                 $ 34.150         $ (6.332)      $  0.471       $  4.750       $ 46.110       $  2.500
                                         --------         --------       --------       --------       --------       --------
  LESS DISTRIBUTIONS:
    From net investment income           $ (0.977)        $ (1.850)      $ (1.600)      $ (1.760)      $ (1.650)      $ (1.930)
    In excess of net investment income     (0.023)            --             --             --             --             --
    From net realized gain on
       investments                             --             --           (0.900)          --           (1.140)          --
                                         --------         --------       --------       --------       --------       --------
        Total distributions              $ (1.000)        $ (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 period          $174.310         $141.160       $149.470       $151.610       $148.620       $104.510
                                         ========         ========       ========       ========       ========       ========
TOTAL RETURN<F1>                           24.23%          (4.33)%          0.28%          3.28%         44.18%          2.46%

RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period
    (000's omitted)                      $ 57,898         $ 48,833       $ 58,113       $ 60,653       $ 62,793       $ 48,274
  Ratio of expenses to  average 
   net assets                               0.86%<F2>        0.83%          0.81%          0.83%          0.82%          0.90%
  Ratio of net investment   
   income to average net assets             1.24%<F2>        1.37%          1.11%          1.11%          1.38%          1.73%
  PORTFOLIO TURNOVER                           0%               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. Total return is not computed on an annualized basis.

<F2> Annualized.
</TABLE>

                      See notes to financial statements
<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 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. OTHER -- Investment transactions are accounted for on a trade date basis.
Dividend income and dividends to shareholders are recorded on the ex-dividend
date.

D. 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.

E. INTERIM FINANCIAL INFORMATION -- The interim financial statements relating to
June 30, 1995 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.

------------------------------------------------------------------------------
(2) CAPITAL STOCK
At June 30, 1995, there were 5,005,000 shares of $1.00 par value capital stock
authorized. Transactions in capital stock were as follows:

                                SIX MONTHS ENDED
                                  JUNE 30, 1995              YEAR ENDED
                                   (UNAUDITED)            DECEMBER 31, 1994
                            -------------------------  -----------------------
                              SHARES       AMOUNT       SHARES       AMOUNT
                            ----------  -------------  ---------  ------------
Redemptions                   (14,253)   $(2,255,655)   (43,865)  $(6,161,648)
Issued to shareholders
  electing to receive
  payment of dividends in
  capital stock                   459         76,113      1,000       143,205
                            ---------   ------------   --------   -----------
    Net decrease              (13,794)   $(2,179,542)   (42,865)  $(6,018,443)
                            ---------   ------------   ========   ===========

--------------------------------------------------------------------------------
(3) INVESTMENT TRANSACTIONS
Purchases and sales of investments, other than short-term obligations,
aggregated $503,525 and $29,781, respectively. In addition, investments having
an aggregate market value of $2,186,936 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.

     Directors of the Fund that are not affiliated with the Investment Adviser
may elect to defer receipt of all or a portion of their annual fees in
accordance with the terms of the Trustee Deferred Compensation Plan. For the six
months ended June 30, 1995, no significant amounts have been deferred.

------------------------------------------------------------------------------
(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 period.

------------------------------------------------------------------------------
(6) FEDERAL INCOME TAX BASIS OF INVESTMENTS
The cost and unrealized appreciation/depreciation in value of the investments
owned at June 30, 1995, as computed on a federal income tax basis, are as
follows:

Aggregate cost                                                     $13,856,882
                                                                   ===========
Gross unrealized appreciation                                      $43,860,041
Gross unrealized depreciation                                            --
                                                                   -----------
    Net unrealized appreciation                                    $43,860,041
                                                                   ===========

------------------------------------------------------------------------------
(7) ANNUAL SHAREHOLDER MEETING
Fiduciary Exchange Fund, Inc. (the Fund) held its annual shareholder meeting on
April 12, 1995. On February 23, 1995, the record date of the meeting, the Fund
had 342,811.991 shares outstanding, of which 220,044.297 shares were represented
at the meeting. The votes at the meeting were as follows:

Item 1: The election of Landon T. Clay, Donald R. Dwight, Samuel L. Hayes, III,
        Peter F. Kiely, Norton H. Reamer, John L. Thorndike, and Jack L. Treynor
        as Directors of the Fund.


NOMINEES FOR                                               NUMBER OF SHARES
DIRECTOR                                                ----------------------
--------                                                AFFIRMATIVE   WITHHELD
                                                        -----------   --------
Landon T. Clay                                          220,044.297    0.000
Donald R. Dwight                                        220,044.297    0.000
Samuel L. Hayes, III                                    220,044.297    0.000
Peter F. Kiely                                          220,044.297    0.000
Norton H. Reamer                                        220,044.297    0.000
John L. Thorndike                                       220,044.297    0.000
Jack L. Treynor                                         220,044.297    0.000

Item 2: The ratification of the selection of Deloitte & Touche LLP as
        independent certified public accountants to the Fund.

                                                           NUMBER OF SHARES
                                                           ----------------
Affirmative                                                  220,044.297
Against                                                            0.000
Abstain                                                            0.000

<PAGE>
<TABLE>
<CAPTION>

                            INVESTMENT MANAGEMENT
<S>                     <C>                                  <C>
FIDUCIARY               OFFICERS AND STAFF                   INDEPENDENT DIRECTORS
EXCHANGE                LANDON T. CLAY                       DONALD R. DWIGHT
FUND, INC.              President, Director                  President, Dwight Partners, Inc.
24 Federal Street       JAMES B. HAWKES                      Chairman, Newspapers of
Boston, MA 02110        Vice President                         New England, Inc.
                        DUNCAN W. RICHARDSON                 SAMUEL L. HAYES, III
                        Vice President and                   Jacob H. Schiff Professor of
                        Portfolio Manager                    Investment Banking, Harvard
                        JAMES L. O'CONNOR                    University Graduate School of
                        Treasurer                            Business Administration
                        THOMAS OTIS                          NORTON H. REAMER
                        Clerk                                President and Director,
                                                               United Asset Management
                                                               Corporation
                                                             JOHN L. THORNDIKE
                                                             Director, Fiduciary Company
                                                               Incorporated
                                                             JACK L. TREYNOR
                                                             Investment Adviser and
                                                               Consultant
                        ------------------------------------------------------------------------
                        FIDUCIARY EXCHANGE                   TRANSFER AND DIVIDEND
                        FUND, INC.                           DISBURSING AGENT
                        24 Federal Street                    The Shareholder Services
                        Boston, MA 02110                     Group, Inc.
                        INVESTMENT ADVISER                   P.O. Box 1559
                        Eaton Vance Management               Boston, MA 02104
                        24 Federal Street
                        Boston, MA 02110
                        CUSTODIAN
                        Investors Bank & Trust Company
                        24 Federal Street
                        Boston, MA 02110

</TABLE>
<PAGE>

                              FIDUCIARY EXCHANGE
                                  FUND, INC.

                              PERFORMANCE RESULTS(+)
--------------------------------------------------------------------------------
                         AVERAGE ANNUAL TOTAL RETURNS
                      (STANDARDIZED SEC PERFORMANCE DATA
                     FOR THE PERIODS ENDED JUNE 30, 1995)
------------------------------------------------------------------------------
One year                                                                28.72%
------------------------------------------------------------------------------
Five years                                                              11.17%
------------------------------------------------------------------------------
Ten years                                                               13.14%
------------------------------------------------------------------------------
Life of Fund (3/17/67)                                                  10.38%
------------------------------------------------------------------------------

                           CUMULATIVE TOTAL RETURN
                                 LIFE OF FUND
                             (3/17/67 TO 6/30/95)
------------------------------------------------------------------------------
Fiduciary Exchange Fund                                              1,539.56%
------------------------------------------------------------------------------
Dow Jones Industrial Average                                         1,661.58%
------------------------------------------------------------------------------
Standard & Poor's 500                                                1,712.19%
------------------------------------------------------------------------------

(+)  Past performance is no guarantee of future results. Investment returns and
     principal will fluctuate so that an investor's shares, when redeemed, may
     be worth more or less than their original cost.

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

This report must be preceded or accompanied by a prospectus which contains
more complete information on the Fund including its distribution plan, sales
charge and expenses. Please read the prospectus carefully before investing.


                                  FIDUCIARY
                                EXCHANGE FUND

                                An Eaton Vance
                                Exchange Fund

                              Semi-Annual Report
                                June 30, 1995


                                 Eaton VANCE
                             The Boston Tradition

                  24 Federal Street, Boston, Massachusetts 02110


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