<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
Fiduciary Exchange Fund, Inc.
(Name of Registrant as Specified in its Charter)
Jane A. Rudnick
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[x] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transactions applies:
3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:\1/
4) Proposed maximum aggregate value of transaction:
\1/ Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
CAPITAL EXCHANGE FUND, INC.
FIDUCIARY EXCHANGE FUND, INC.
SECOND FIDUCIARY EXCHANGE FUND, INC.
24 FEDERAL STREET, BOSTON, MASS. 02110
NOTICE OF THE ANNUAL MEETINGS OF STOCKHOLDERS
TO BE HELD APRIL 12, 1995
The Annual Meeting of Stockholders of each of Capital Exchange Fund, Inc.,
Fiduciary Exchange Fund, Inc. and Second Fiduciary Exchange Fund, Inc.,
(collectively the "Funds"), will be held at the principal office of each Fund,
24 Federal Street, Boston, Massachusetts, on April 12, 1995, commencing at
10:00 A.M. (Boston time), for the following purposes:
1. To fix the number of Directors, and to elect a Board of Directors for
the ensuing year and until their successors are elected and qualified.
2. To ratify or reject the selection of Deloitte & Touche LLP as the
independent certified public accountants to be employed by a Fund to
sign or certify financial statements which may be filed by the Fund with
the Securities and Exchange Commission in respect of all or any part of
its current fiscal year.
3. To consider and act upon any matters incidental to the foregoing
purposes or any of them, and any other matters which may properly come
before said meeting or any adjourned session thereof.
These items are discussed in greater detail in the following pages.
Each Fund will hold a separate meeting. Stockholders of each Fund will vote
separately.
The meetings are called pursuant to the By-Laws of each of the Funds. The
Board of Directors of each Fund has fixed the close of business on February 23,
1995 as the record date for the determination of the stockholders of the Fund
entitled to notice of and to vote at the meeting and any adjournments thereof.
/s/Thomas Otis
THOMAS OTIS
Clerk
March 2, 1995
IMPORTANT -- STOCKHOLDERS CAN HELP THE BOARD OF DIRECTORS OF THEIR FUND AVOID
THE NECESSITY AND ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATIONS TO
INSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. THE ENCLOSED ADDRESSED
ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES AND IS INTENDED FOR
YOUR CONVENIENCE.
<PAGE>
CAPITAL EXCHANGE FUND, INC.
FIDUCIARY EXCHANGE FUND, INC.
SECOND FIDUCIARY EXCHANGE FUND, INC.
24 Federal Street
Boston, Massachusetts 02110
March 2, 1995
PROXY STATEMENT
FOR THE ANNUAL MEETINGS OF STOCKHOLDERS
A proxy is enclosed with the foregoing Notice of the Annual Meetings of
Stockholders of Capital Exchange Fund, Inc. (the "Capital Fund"), Fiduciary
Exchange Fund, Inc. (the "Fiduciary Fund") and Second Fiduciary Exchange Fund,
Inc. (the "Second Fiduciary Fund"), (collectively the "Funds") to be held on
April 12, 1995 for the benefit of stockholders who do not expect to be present
at the meeting. This proxy is solicited on behalf of the Board of Directors of
each Fund, and is revocable by the person giving it prior to exercise by a
signed writing filed with the Funds' transfer agent, The Shareholder Services
Group, Inc., BOS725, P.O. Box 1559, Boston, Massachusetts 02104, or by executing
and delivering a later dated proxy, or by attending the meeting and voting your
shares in person. Each proxy will be voted in accordance with its instructions;
if no instruction is given, an executed proxy will authorize the persons named
as attorneys, or any of them, to vote in favor of each such matter. This proxy
material is being mailed to stockholders on or about March 2, 1995.
The Board of Directors of each Fund has fixed the close of business February
23, 1995, as the record date for the determination of the stockholders entitled
to notice of and to vote at the meeting and any adjournments thereof.
Stockholders at the close of business on the record date will be entitled to one
vote for each share held. As of February 23, 1995, there were 507,435.568 shares
of capital stock of the Capital Fund outstanding, 342,811.991 shares of the
capital stock of the Fiduciary Fund outstanding and 487,493.760 shares of the
capital stock of the Second Fiduciary Fund outstanding. As of such date, the
following stockholders beneficially owned the following number of shares (at
least 5% of outstanding shares): Capital Fund, Patterson & Co., Philadelphia, PA
- -- 55,028.058 (10.8%), Leonard G. Carpenter, C. Curtis Lee & David R. Brink,
Trustees U/A dated November 16, 1979 Geraldine K. Carpenter Living Trust,
Wayzata, MN -- 47,380 (9.3%) and Arthur F. Albert, Trustee Arthur F. Albert
Trust U/A dated October 3, 1978, Glenview, IL -- 30,900 (6.1%) and Fiduciary
Fund, Adams & Company c/o Trust Division Acc. #52-6798-00, St. Paul, MN --
38,400 (11.2%) and Continental Bank, Nat'l Assoc. U/A dated April 14, 1950 with
Benjamin P. Douglas, Chicago, IL -- 17,784 (5.2%). As of February 23, 1995,
Second Fiduciary Fund had no shareholders who owned beneficially more than 5% of
its outstanding shares. To the knowledge of each Fund, no other person owns (of
record or beneficially) more than 5% of its outstanding shares.
The Boards of Directors of the Funds know of no business other than that
mentioned in Items 1 and 2 of the Notice of the meetings which will be presented
for consideration, except the approval of the correctness of the minutes of the
Annual Meetings of Stockholders held in 1994, but such action will not
constitute approval or disapproval of the action recorded in such minutes. As to
such approval and, if any other matters are properly presented, as to such
matters, it is the intention of the persons named as attorneys in the enclosed
proxy to vote the proxies in accordance with their judgment.
Although the items for consideration of each Fund's stockholders are set
forth jointly in this combined proxy statement, the stockholders of each Fund
will vote separately on each item at their Fund's meeting.
1. ELECTION OF DIRECTORS
It is the present intention that the enclosed proxy will, unless authority
to vote for election to office is specifically withheld by executing the proxy
in the manner stated thereon, be used for the purpose of voting to fix the
number of Directors for the ensuing year at seven, and of voting in favor of the
election of the nominees named below for the respective offices indicated below,
to hold office for a term of one year and until their successors are elected and
qualified. Those nominees whose names are preceded by an asterisk (*) are
"interested persons" (as defined in the Investment Company Act of 1940) by
reason of their affiliations with the Funds, the Funds' investment adviser,
Eaton Vance Management ("EVM"), or Boston Management and Research ("BMR"), EVM's
wholly-owned subsidiary, of which EVM owns all of the issued and outstanding
shares of BMR, or Eaton Vance Corp. ("EVC"), which owns all of the outstanding
stock of EVM, and of EVM's and BMR's trustee, Eaton Vance, Inc. ("EV"), which is
a wholly-owned subsidiary of EVC.
DIRECTORS
NAME AND PRINCIPAL OCCUPATIONS OVER
OTHER INFORMATION PAST FIVE YEARS
----------------- --------------------------
*LANDON T. CLAY President of each Fund. Chairman of the Board of
Age: 68; has been a EVC, EV, EVM, BMR and Director of EVC and EV. He
Director since 1970. also serves as a Director, Managing General
Partner, Trustee and/or Officer of seventeen
investment companies advised or administered by
EVM or BMR.
DONALD R. DWIGHT Mr. Dwight is President of Dwight Partners, Inc.
Age: 63; has been a (a corporate relations and communications company)
Director since 1986. founded in 1988; Chairman of the Board of
Newspapers of New England, Inc., since 1982. He
also serves as a Director, Managing General
Partner, Trustee and/or Officer of eighty-four
investment companies advised or administered by
EVM or BMR.
SAMUEL L. HAYES, III Dr. Hayes is the Jacob H. Schiff Professor of
Age: 60; has been a Investment Banking at Harvard Graduate School of
Director since 1986. Business Administration. He also serves as a
Director, Managing General Partner, Trustee and/or
Officer of eighty-seven investment companies
advised or administered by EVM or BMR.
*PETER F. KIELY Vice President of each Fund. Vice President of
Age: 58; has been a EVM, BMR and EV. He also serves as a Director,
Director since 1991. Trustee and/or Officer of seventeen investment
companies advised or administered by EVM or BMR.
NORTON H. REAMER President and a Director of United Asset
Age: 59; has been a Management Corporation, Director, Chairman and
Director since 1986. President of The Regis Fund, Inc., an open-end
mutual fund. He also serves as a Director,
Managing General Partner, Trustee and/or Officer
of eighty-four investment companies advised or
administered by EVM or BMR.
JOHN L. THORNDIKE Director of Fiduciary Company Incorporated in
Age: 68; has been a Boston, Massachusetts; a Trustee of the Boston
Director since 1979. Symphony Orchestra. He also serves as a Director,
Managing General Partner, Trustee and/or Officer
of eighty-five investment companies advised or
administered by EVM or BMR.
JACK L. TREYNOR An investment adviser and consultant. Associate
Age: 65; has been a Professor of Finance, Loyola-Marymount University,
Director since 1971. Los Angeles, California (until May 1989). Mr.
Treynor is also a member of the Advisory Board of
the Institute for Quantitative Research in
Finance. He also serves as a Director, Managing
General Partner, Trustee and/or Officer of
seventy-four investment companies advised or
administered by EVM or BMR.
As of February 23, 1995, none of the Directors or officers of the Funds
beneficially owned shares of the Funds.
It is not expected that any of the nominees referred to above will decline
or become unavailable for election, but in case this should happen, the
discretionary power given in the proxy may be used to vote for a substitute
nominee or nominees or to vote to fix the number of Directors for the ensuing
year at less than seven (unless authority to vote for election of all nominees
is specifically withheld by executing the proxy in the manner stated thereon).
Messrs. Thorndike (Chairman), Hayes and Reamer are members of the Special
Committee of the Board of Directors of each of the Funds. The Special
Committee's functions include a continuous review of each Fund's investment
advisory agreement with the investment adviser, making recommendations to the
Board regarding the compensation of those Directors who are not members of the
investment adviser's organization, and making recommendations to the Board
regarding candidates to fill vacancies, as and when they occur, in the ranks of
those Directors who are not "interested persons" of the Fund or the investment
adviser. The Board will, when a vacancy exists or is anticipated, consider any
nominee for Director of a Fund recommended by a shareholder if such
recommendation is submitted to the Board in writing and contains sufficient
background information concerning the individual to enable a proper judgment to
be made as to such individual's qualifications.
Messrs. Treynor (Chairman) and Dwight are members of the Audit Committee of
the Board of Directors of each of the Funds. The Audit Committee's functions
include making recommendations to the Board regarding the selection of the
independent public accountants, and reviewing with such accountants and the
Treasurer of each Fund matters relative to accounting and auditing practices and
procedures, accounting records, internal accounting controls, and the functions
performed by the custodian, transfer agent and dividend disbursing agent of the
Fund.
During each Fund's last fiscal year, the Board of Directors held nine
meetings, the Special Committee held eleven meetings and the Audit Committee
held one meeting.
<TABLE>
The fees and expenses of the Directors of a Fund who are not members of the
Eaton Vance organization are paid by the Fund. During the fiscal years ending
("FYE") on the dates indicated below, the Directors of the Funds received the
following compensation in their capacities as such, and, during the year ended
December 31, 1994, received the following compensation in their capacities as
Directors and/or Trustees of the other funds in the Eaton Vance Fund
Complex<F1>:
<CAPTION>
AGGREGATE
AGGREGATE AGGREGATE COMPENSATION
COMPENSATION COMPENSATION FROM 2ND RETIREMENT TOTAL
FROM CAPITAL FROM FIDUCIARY FIDUCIARY BENEFIT ACCRUED COMPENSATION
EXCHANGE FUND EXCHANGE FUND EXCHANGE FUND FROM FUND FROM
NAME FOR FYE 10/31/94 FOR FYE 12/31/94 FOR FYE 12/31/94 COMPLEX FUND COMPLEX
- --- ---------------- ---------------- ---------------- --------------- ------------
<S> <C> <C> <C> <C> <C>
Donald R. Dwight $1,165 $ 951<F2> $1,147<F2> $8,750 $135,000
Samuel L. Hayes, III 1,223 981<F3> 1,206<F3> 8,865 142,500
Norton H. Reamer 1,239 1,004 1,228 --0-- 135,000
John L. Thorndike 1,302 1,047 1,291 --0-- 140,000
Jack L. Treynor 1,238 992 1,209 --0-- 140,000
<FN>
- ---------
<F1> The Eaton Vance Fund Complex consists of 201 registered investment
companies or series thereof.
<F2> Includes $199 of deferred compensation.
<F3> Includes $201 of deferred compensation.
</TABLE>
Directors of a Fund that are not affiliated with the Investment Adviser may
elect to defer receipt of all or a percentage of their annual fees in accordance
with the terms of a Deferred Compensation Plan (the "Plan"). Under the Plan, an
eligible Director may elect to have his deferred fees invested by a Fund in the
shares of one or more funds in the Eaton Vance Family of Funds, and the amount
paid to the Directors under the Plan will be determined based upon the
performance of such investments. Deferral of Directors' fees in accordance with
the Plan will have a negligible effect on a Fund's assets, liabilities, and net
income per share, and will not obligate the Fund to retain the services of any
Director or obligate the Fund to pay any particular level of compensation to the
Director.
Each of the Funds' charters provide that the Fund will indemnify its
Directors and officers against liabilities and expenses incurred in connection
with any litigation or proceeding in which they may be involved because of their
offices with the Fund. However, no indemnification will be provided to any
Director or officer for any liability to the Fund or its shareholders by reason
of willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office.
2. RATIFICATION OF SELECTION OF ACCOUNTANTS
A majority of the members of each Board of Directors who are not interested
persons of a Fund have selected Deloitte & Touche LLP, 125 Summer Street,
Boston, Massachusetts 02110, as independent certified public accountants to sign
or certify any financial statements which may be filed by the Fund with the
Securities and Exchange Commission in respect of all or any part of the fiscal
year ending October 31, 1995 in the case of the Capital Fund and the fiscal year
ending December 31, 1995 in the case of the Fiduciary Fund and the Second
Fiduciary Fund, the employment of such accountants being expressly conditioned
upon the right of the relevant Fund, by vote of a majority of the outstanding
capital stock at any meeting called for the purpose, to terminate such
employment forthwith without any penalty. Such selection was made pursuant to
provisions of Section 32(a) of the Investment Company Act of 1940, and is
subject to ratification or rejection by the stockholders at this meeting. The
Funds are informed that no member of Deloitte & Touche LLP has any direct or
material indirect interest in any Fund.
The Funds' independent certified public accountants provide customary
professional services in connection with the audit function for a management
investment company such as the Funds, including services leading to the
expression of opinions on the financial statements included in each Fund's
annual report to stockholders, opinions on financial statements and other data
included in each Fund's annual report to the Securities and Exchange Commission,
opinions on financial statements included in amendments to each Fund's
registration statement, and preparation of each Fund's Federal tax returns. The
nature and scope of the professional services of the accountants have been
approved by the Audit Committee of each Fund's Board of Directors, which has
considered the possible effect thereof on the independence of the accountants.
Representatives of Deloitte & Touche LLP are not expected to be present at
the meeting but have been given the opportunity to make a statement if they so
desire and will be available should any matter arise requiring their presence.
It is intended that proxies not limited to the contrary will be voted in
favor of ratifying the selection of Deloitte & Touche LLP, as the independent
certified public accountants to be employed by a Fund to sign or certify
financial statements required to be signed or certified by independent public
accountants and filed with the Securities and Exchange Commission in respect of
all or part of the fiscal year ending October 31, 1995 in the case of the
Capital Fund and the fiscal year ending December 31, 1995 in the case of the
Fiduciary Fund and the Second Fiduciary Fund.
CERTAIN INFORMATION REGARDING THE INVESTMENT ADVISER
AND OFFICERS OF THE FUND
Since inception each Fund has engaged Eaton Vance Management ("EVM") and its
predecessors, as its investment adviser. In this capacity EVM has managed the
Funds and administered their affairs, subject to the direction of the Board of
Directors of each Fund. EVM or BMR acts as investment adviser to investment
companies and various individual and institutional clients with combined assets
under management of approximately $15 billion. Boston Management and Research
("BMR") is a wholly-owned subsidiary of EVM. EVM is a wholly-owned subsidiary of
Eaton Vance Corp. ("EVC"), a holding company which through subsidiaries and
affiliates is engaged in investment management and marketing activities,
fiduciary and banking services, real estate investment, consulting and
management, oil and gas operations and development of precious metals
properties.
EVM and EV are both wholly-owned subsidiaries of EVC. BMR is a wholly-owned
subsidiary of EVM. EVM and BMR are both Massachusetts business trusts, and EV is
the trustee of EVM and BMR. The Directors of EV are Landon T. Clay, H. Day
Brigham, Jr., M. Dozier Gardner, James B. Hawkes and Benjamin A. Rowland, Jr.
The Directors of EVC consist of the same persons and John G. L. Cabot and Ralph
Z. Sorenson. Mr. Clay is chairman and Mr. Gardner is president and chief
executive officer of EVC, EVM, BMR and EV. Mr. Clay, an officer and Director of
each Fund and a nominee for re-election, is also an officer of EVC, EVM, BMR and
EV and a stockholder of EVC. All of the issued and outstanding shares of EVM and
of EV stock are owned by EVC. All of the issued and outstanding shares of BMR
are owned by EVM. All shares of the outstanding Voting Common Stock of EVC are
deposited in a Voting Trust which expires on December 31, 1996, the Voting
Trustees of which are Messrs. Clay, Brigham, Gardner, Hawkes and Rowland. The
Voting Trustees have unrestricted voting rights for the election of Directors of
EVC. All of the outstanding voting trust receipts issued under said Voting Trust
are owned by certain of the officers of EVM and BMR who are also officers and
Directors of EVC and EV. As of January 31, 1995, Messrs. Clay, Gardner and
Hawkes each owned 24% of such voting trust receipts, and Messrs. Rowland and
Brigham owned 15% and 13%, respectively, of such voting trust receipts. The
address of EVC, EVM, BMR, EV and of their Directors or Trustees is 24 Federal
Street, Boston, Massachusetts 02110.
As at January 31, 1995 there were 9,173,721 shares of Non-Voting Common
Stock of EVC outstanding, 19,360 shares of which were held by EVM. As at such
date, Landon T. Clay owned 1,779,292 shares (or 19.39%) of such Non-Voting
Common Stock of EVC then outstanding, and M. Dozier Gardner owned 240,759 shares
(or 2.62%) of such Non-Voting Common Stock. EVC has issued outstanding options
to the following individuals covering the number of shares of EVC Non-Voting
Common Stock set forth after their names: Landon T. Clay (19,000); M. Dozier
Gardner (52,500); Benjamin A. Rowland, Jr. (31,000); and James B. Hawkes
(130,144).
In addition to Messrs. Clay and Kiely, the other officers of the Funds with
their ages indicated in parentheses are as follows (unless otherwise indicated,
each of the officers listed holds the same office with each Fund): Robert S.
Goodof (44), Vice President of the Second Fiduciary Fund since February 6, 1987;
James B. Hawkes (53), Vice President since 1971; Duncan W. Richardson (37), Vice
President of the Capital Fund and the Fiduciary Fund since December 16, 1991;
James L. O'Connor (49), Treasurer since 1989; Thomas Otis (63), Clerk since
1969; Janet E. Sanders (59), Assistant Treasurer and Assistant Clerk since
February 26, 1990; and James F. Alban (33), Assistant Treasurer since December
16, 1991. All officers of the Funds have been employed by EVM or its
predecessors for more than five years except Mr. Alban, Assistant Vice President
of EVM and EV since January 17, 1992 and BMR since inception, an employee of EVM
since September 23, 1991; he was a Tax Consultant and Audit Senior with Deloitte
& Touche LLP from 1987 to 1991. Mr. Goodof acts as the Second Fiduciary Fund's
portfolio manager and Mr. Richardson, a member of the Investment Department and
a Vice President of EVM and BMR, acts as the Capital Fund's and the Fiduciary
Fund's portfolio manager and as such each considers and reviews portfolio
investments for such Funds with the assistance of the Investment Department of
EVM. Mr. Hawkes is an officer, Director, and a stockholder of EVC, an officer
and Director of EV, and an officer of EVM and BMR. Messrs. Alban, Goodof, Kiely,
O'Connor and Richardson and Ms. Sanders are officers of EVM, BMR and EV, and
stockholders of EVC. Mr. Otis is an officer and stockholder of EVC and an
officer of EVM, BMR and EV. Because of their positions with EVC, EVM, BMR, EV,
or their ownership of stock (or options thereon) of EVC, Messrs. Clay and Kiely
(Directors of the Funds and nominees for re-election), as well as the other
officers of the Funds, will benefit from the advisory fees paid by the Funds to
EVM.
EVC and its affiliates and their officers and employees from time to time
have transactions with various banks, including the Funds' custodian, Investors
Bank & Trust Company ("IBT"). It is EVM's opinion that the terms and conditions
of such transactions were not and will not be influenced by existing or
potential custodial or other relationships between a Fund and such banks.
EVM owns all of the stock of Energex Corporation, which is engaged in oil
and gas operations. EVC owns all of the stock of Marblehead Energy Corp. (which
engages in oil and gas operations) and 77.3% of the stock of IBT, the Funds'
custodian, which also provides custody, bookkeeping and valuation services to
the Funds. IBT also provides custodial, trustee and other fiduciary services to
investors, including individuals, employee benefit plans, corporations, savings
banks, investment companies and other institutions. In addition, EVM owns all
the stock of Northeast Properties, Inc. which is engaged in real estate
investment, consulting and management. EVC owns all the stock of Fulcrum
Management, Inc. and MinVen, Inc., which are engaged in the development of
precious metal properties. EVC, EVM, BMR and EV may also enter into other
businesses.
NOTICE TO BANKS AND BROKER/DEALERS
The Funds have previously solicited all Nominee and Broker/Dealer accounts
as to the number of additional Proxy Statements required to supply owners of
shares. Should additional proxy material be required for beneficial owners,
please forward such requests to: The Shareholders Services Group, Inc., Eaton
Vance Group of Funds, Proxy Department, P.O. Box 9122, Hingham, MA 02043-9717.
<PAGE>
ADDITIONAL INFORMATION
Date for Stockholder Proposals: Any proposal intended to be presented by a
stockholder at the relevant Fund's next annual meeting must be received by that
Fund at 24 Federal Street, Boston, Massachusetts 02110 by no later than December
31, 1995.
The expense of preparing, printing and mailing this proxy statement and
enclosures and the cost of soliciting proxies on behalf of the Board of
Directors of each Fund will be borne ratably by the Funds. Proxies will be
solicited by mail and may be solicited in person or by telephone or telegraph by
officers of a Fund, by personnel of its investment adviser, Eaton Vance
Management, by the transfer agent, The Shareholders Services Group, Inc., by
broker-dealer firms, or by a professional solicitation organization. The
expenses connected with the solicitation of these proxies and with any further
proxies which may be solicited by a Fund's officers, by the adviser's personnel,
by the transfer agent, The Shareholders Services Group, Inc., by broker-dealer
firms or by a professional solicitation organization in person, by telephone or
by telegraph will be borne by that Fund. A Fund will reimburse banks,
broker-dealer firms, and other persons holding that Fund's shares registered in
their names or in the names of their nominees, for their expenses incurred in
sending proxy material to and obtaining proxies from the beneficial owners of
such shares.
All proxy cards solicited by the Board of Directors that are properly
executed and received by the Clerk prior to the meeting, and which are not
revoked, will be voted at the meeting. Shares represented by such proxies will
be voted in accordance with the instructions thereon. If no specification is
made on the proxy card, it will be voted for the matters specified on the proxy
card. All proxies not voted, will not be counted toward estabishing a quorum.
Broker non-votes will be counted toward establishing a quorum and for
determining whether sufficient votes have been received for approval of the
Proposal to be acted upon. Shareholders should note that while votes to abstain
will count toward establishing a quorum, passage of any Proposal being
considered at the meeting will occur only if a sufficient number of votes are
cast for the Proposal. Accordingly, votes to abstain, broker non-votes and votes
against will have the same effect in determining whether a Proposal is approved.
In the event that sufficient votes in favor of any proposal set forth in the
Notice of this meeting are not received by April 12, 1995 for a Fund, the
persons named as attorneys in the enclosed proxy may propose one or more
adjournments of the meeting of that Fund to permit further solicitation of
proxies. A stockholder vote may be taken on one or more of the proposals in this
proxy statement prior to such adjournment if sufficient votes have been received
and it is otherwise appropriate. Any such adjournment will require the
affirmative vote of the holders of a majority of the shares of that Fund present
in person or by proxy at the session of the meeting to be adjourned. The persons
named as attorneys in the enclosed proxy will vote in favor of such adjournment
those proxies which they are entitled to vote in favor of the proposal for which
further solicitation of proxies is to be made. They will vote against any such
adjournment those proxies required to be voted against such proposal. The costs
of any such additional solicitation and of any adjourned session will be borne
by the relevant Fund.
A copy of a Fund's annual report to shareholders may be obtained without
charge by contacting the Fund at 24 Federal Street, Boston, MA 02110 (800-225-
6265).
CAPITAL EXCHANGE FUND, INC.
FIDUCIARY EXCHANGE FUND, INC.
SECOND FIDUCIARY EXCHANGE FUND, INC.
March 2, 1995
<PAGE>
FIDUCIARY EXCHANGE FUND, INC. THIS PROXY IS SOLICITED ON BEHALF OF
PROXY THE BOARD OF DIRECTORS OF THE FUND
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, revoking previous proxies
for such stock, hereby appoints H. Day Brigham, Jr., Landon T. Clay and Thomas
Otis, or any one of them, attorneys of the undersigned with full power of
substitution, to vote all stock of Fiduciary Exchange Fund, Inc., which the
undersigned is entitled to vote at the Annual Meeting of the Stockholders of
said Fund to be held April 12, 1995 at the principal office of the Fund, 24
Federal Street, Boston, Massachusetts 02110, at 10:00 A.M. (Boston time), and at
any and all adjournments thereof. Receipt of the Notice of and Proxy Statement
for said Meeting is acknowledged.
The shares represented by this proxy will be voted on the following matters as
specified below and on the reverse side by the undersigned. If no specification
is made, this proxy will be voted in favor of all such matters. Note: This proxy
must be returned in order for your shares to be voted.
1. To fix the number of Directors, and to elect Directors.
[ ] FOR the following nominees, except those whose names are inserted on the
line below
Directors - L.T. Clay, D.R. Dwight, S.L. Hayes, III, P.F. Kiely, N.H.
Reamer, J.L. Thorndike and J.L. Treynor.
-----------------------------------------------------------------------
[ ] WITHHOLD AUTHORITY to vote for any of the nominees.
(OVER) 013
<PAGE>
(CONTINUED FROM OTHER SIDE)
This proxy will be voted on the following matter as specified below by the
undersigned, or in favor thereof if no specification is made.
2. To ratify the selection of Deloitte & Touche LLP as independent public
accountants of the Fund.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
As to any other matter, or if any of the nominees named in the Proxy Statement
are not available for election, said attorneys shall vote in accordance with
their judgment.
THE DIRECTORS RECOMMEND A VOTE IN FAVOR OF
ALL MATTERS. --------
-----------------------------------------
Please sign exactly as your name or names
appear at left.
Dated:,_____________________________ 1995
013
