<PAGE>
As filed with the Securities and Exchange Commission on April 21, 1995
1940 Act File No. 811-1453
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM N-lA
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 18 X
SECOND FIDUCIARY EXCHANGE FUND, INC.
(Exact Name of Registrant as Specified in Charter)
24 Federal Street, Boston, Massachusetts 02110
(Address of Principal Executive Offices)
617-482-8260
(Registrant's Telephone Number including Area Code)
THOMAS OTIS, Clerk
24 Federal Street, Boston, Massachusetts 02110
(Name and address of agent for service)
Page 1 of 24 pages.
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PART A
INFORMATION REQUIRED IN A PROSPECTUS
Responses to Items 1, 2, 3 and 5A have been omitted pursuant to
Paragraph 4 of Instruction F of the General Instructions to Form N-1A.
Item 4. General Description of Registrant
No change from the information set forth in Item 4 of Form
N-lA, filed as Amendment No. 8 to the Registration Statement under the
Investment Company Act of 1940 (the "1940 Act"), File No. 811-1453, which
information is incorporated herein by reference.
Item 5. Management of the Fund
(a) The investment adviser manages the Registrant and
administers its affairs on a day-to-day basis subject to the direction of, and
overall control by, the Board of Directors of the Registrant.
(b) (i) Eaton Vance Management ("Eaton Vance")
24 Federal Street
Boston, Massachusetts 02110
Eaton Vance, its affiliates and its predecessors have more
than 60 years experience in the investment management field and Eaton Vance or
its affiliates currently acts as investment adviser and/or provides
administrative and management services to investment companies and various
individual and institutional clients with combined assets under management of
approximately $15 billion. Eaton Vance is a wholly-owned subsidiary of Eaton
Vance Corp. ("EVC"), a publicly held holding company which through its
subsidiaries and affiliates is engaged in investment management and marketing
activities, real estate investment, consulting and management, oil and gas
operations, fiduciary and banking services and development of precious metal
properties.
(ii) Pursuant to the Investment Advisory Agreement,
Eaton Vance provides investment advisory and administrative services and is
responsible for overall management of Registrant's business affairs subject to
the direction of and control by the Board of Directors.
(iii) The Registrant pays the adviser a monthly fee
of 5/96 of 1% (equivalent to 5/8 of 1% annually) of the average monthly net
assets of the Registrant throughout the month. The fee for the fiscal year ended
December 31, 1994 was $399,325 (equivalent to .625% of the Registrant's average
monthly net assets for such year).
(c) Robert S. Goodoff has acted as Registrant's portfolio
manager since 1987. Mr. Goodoff is a Vice President of Eaton Vance.
(d) Not applicable
(e) The transfer and dividend disbursing agent is The
Shareholder Services Group, Inc., BOS725, P. 0. Box 1559, Boston, Massachusetts
02104.
<PAGE>
Item 5. Continued
(f) The Registrant's ratio of expenses to average net assets
for the fiscal year ended December 31, 1994 was 0.82%.
(g) Not applicable
Item 5A. Management's Discussion of Fund Performance
(a) Not applicable
(b) Not applicable
Item 6. Capital Stock and Other Securities
No change from the information set forth in Item 6 of Form
N-1A, filed as Amendment No. 8 to the Registration Statement under the
Investment Company Act of 1940, File No. 811-1453, which information is
incorporated herein by reference.
Item 7. Purchase of Securities Being Offered
Inapplicable. Registrant has not offered its shares for sale
subsequent to its initial public offering in 1967.
Item 8. Redemption or Repurchase of Registrant's Shares
A shareholder may redeem fund shares by delivering to The
Shareholder Services Group, Inc., BOS725, P. 0. Box 1559, Boston, MA 02104,
during its business hours a written request for redemption in good order plus
any share certificates, or stock powers if no certificates have been issued.
Redemption will be made at the net asset value next computed after such
delivery. Good order means that all relevant documents must be endorsed by the
record owner(s) exactly as the shares are registered and the signature(s) must
be guaranteed by a member of either the Securities Transfer Association's STAMP
program or the New York Stock Exchange's Medallion Signature Program, or certain
banks, savings and loan institutions, credit unions, securities dealers,
securities exchanges, clearing agencies and registered securities associations
as required by a regulation of the Securities and Exchange Commission (the
"Commission") and acceptable to The Shareholder Services Group, Inc. In
addition, in some cases, good order may require the furnishing of additional
documentation if shares are registered in the name of a corporation, partnership
or fiduciary. Payment will be made within seven days of the receipt of the
aforementioned documents.
In addition to the redemption of shares in the manner
described above, the Registrant, for the convenience of its shareholders, has
authorized Eaton Vance to act as its agent in the repurchase of shares. Eaton
Vance will normally accept orders to repurchase shares by wire or telephone from
investment dealers for their customers at the net asset value next computed
after receipt of the order by the dealer if such order is received by Eaton
Vance prior to its close of business that day. It is the dealer's responsibility
to promptly transmit the repurchase order to Eaton Vance. These repurchase
arrangements do not involve a charge to the shareholder by either the Registrant
or its agent; however, investment dealers may make a charge to the shareholder.
Payment will be made within seven days of the receipt of an order to repurchase
provided that the certificates, or a stock power if no certificates have been
issued, have been delivered to The Shareholder Services Group, Inc. in good
order as described above.
<PAGE>
Item 8. Continued
The Registrant reserves the right to pay the redemption or
repurchase price in whole or in part by a distribution of portfolio securities
in lieu of cash if, in the opinion of management, it seems advisable to do so;
normally, when the redemption or repurchase price equals or exceeds $2,500
portfolio securities will be used by the Registrant. Any portfolio securities so
distributed will be valued at the figure at which they were appraised in
computing the net asset value of Registrant's shares. If the portfolio
securities so distributed are sold by the redeeming shareholder he will incur
brokerage commissions or other transaction costs in connection with such sale.
The net asset value is determined by Investors Bank & Trust
Company ("IBT") (as agent for the Registrant) in the manner authorized by the
Directors of the Registrant. Briefly, this determination is made as of the close
of trading (normally at 4:00 P.M. New York time) on the New York Stock Exchange
(the "Exchange") each business day on which the Exchange is open for trading,
and is accomplished by dividing the number of outstanding shares of the
Registrant into its net worth (the excess of its assets over its liabilities).
Investments listed on securities exchanges or in the NASDAQ National Market are
valued at closing sale prices. Listed or unlisted investments for which closing
sale prices are not available are valued at the closing bid prices. Short-term
obligations, maturing in sixty days or less, are valued at amortized cost, which
approximates value.
Item 9. Pending Legal Proceedings
Not applicable
<PAGE>
PART B
INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
Item 10. Cover Page
Inapplicable
Item 11. Table of Contents
Inapplicable
Item 12. General Information and History
Inapplicable
Item 13. Investment Objectives and Policies
(a) The responses to Item 4 hereof are incorporated herein by
reference.
(b) No change from the information set forth in Item 13(b) of
Form N-1A, filed as Post-Effective Amendment No. 8 to the Registration Statement
under the 1940 Act, File No. 811-1453 and incorporated herewith by reference.
(c) Not applicable
(d) The Registrant has not had a significant variation in the
portfolio turnover rate for the past two years and does not anticipate there
will be any significant variation in the future.
Item 14. Management of the Fund
(a) and (b)
The Registrant's Directors and officers are listed below.
Except as indicated, each individual has held the office shown or other offices
in the same company for the last five years. Unless otherwise noted, the
business address of each Director and officer is 24 Federal Street, Boston,
Massachusetts 02110, which is also the address of the Registrant's investment
adviser, Eaton Vance Management ("Eaton Vance"); Eaton Vance's wholly-owned
subsidiary, Boston Management and Research ("BMR"); Eaton Vance's parent, Eaton
Vance Corp. ("EVC"); and of Eaton Vance's and BMR's trustee, Eaton Vance, Inc.
("EV"). Eaton Vance and EV are both wholly-owned subsidiaries of EVC. Those
Directors and officers who are "interested persons" of the Registrant, Eaton
Vance, BMR, EVC, or EV as defined in the 1940 Act, by virtue of their
affiliation with or stockholdings of any one or more of, the Registrant, Eaton
Vance, BMR, EVC or EV, are indicated by an asterisk (*).
<PAGE>
Item 14. (a) and (b) Continued
<TABLE>
<CAPTION>
(1) (2) (3)
Position Held Principal Occupations
Name and Address with Registrant during Past 5 Years
- ---------------- --------------- -------------------
<S> <C> <C>
Landon T. Clay (69)* President & Chairman of the Board and
Director Director of EVC and EV; Chairman,
Eaton Vance and BMR
Donald R. Dwight (64) Director President, Dwight Partners,
Clover Mill Lane Inc. (since 1988) (a corporate Lyme, New
Hampshire relations and communications
company); Chairman of the Board of Newspapers
of New England, Inc. (since 1983)
Samuel L. Hayes, III (60) Director Jacob H. Schiff Professor
Harvard Graduate School of Investment Banking,
of Business Administration Harvard Graduate School
Soldiers Field Road of Business Administration
Boston, Massachusetts
Peter F. Kiely (58)* Vice President & Vice President, Eaton Vance,
Director (since BMR and EV
12/16/91)
Norton H. Reamer (59) Director President and Director,
One International Place United Asset Management
Boston, Massachusetts Corporation (a holding
company owning institutional
investment management firms);
Chairman, President and
Director, The Regis Fund, Inc.
(mutual fund)
John L. Thorndike (68) Director Director, Fiduciary
175 Federal Street Company Incorporated
Boston, Massachusetts
Jack L. Treynor (65) Director Investment Adviser and
504 Via Almar Consultant
Palos Verdes Estates,
California
Robert S. Goodof (44)* Vice President Vice President of Eaton Vance,
BMR and EV
<PAGE>
Item 14. (a) and (b) Continued
<CAPTION>
(1) (2) (3)
Position Held Principal Occupations
Name and Address with Registrant during Past 5 Years
- ---------------- --------------- -------------------
<S> <C> <C>
James B. Hawkes (54)* Vice President Executive Vice President and
Director, EVC and EV;
Executive Vice President of
Eaton Vance and BMR
Thomas Otis (63)* Clerk Vice President and Secretary,
EVC, Eaton Vance, BMR
and EV
James L. O'Connor (50)* Treasurer Vice President, Eaton Vance
BMR and EV
Janet E. Sanders (59)* Assistant Treasurer Vice President, Eaton
& Assistant Clerk Vance, BMR and EV
(since 2/26/90)
James F. Alban (33)* Assistant Treasurer Assistant Vice President,
(since 12/16/91) Eaton Vance and EV (since
1/17/92) and BMR (since 8/11/92);
employee of Eaton Vance (since
9/23/91); Tax Consultant, Audit
Senior, Deloitte & Touche LLP (1987 to 1991)
</TABLE>
Messrs. Thorndike (Chairman), Hayes and Reamer are members of
the Special Committee of the Board of Directors of the Registrant. The Special
Committee's functions include a continuous review of the Registrant's investment
advisory agreement with the investment adviser, making recommendations to the
Board regarding the compensation of those Directors who are not members of the
investment adviser's organization, and making recommendations to the Board
regarding candidates to fill vacancies, as and when they occur, in the ranks of
those Directors who are not "interested persons" of the Registrant or the
investment adviser.
Messrs. Treynor (Chairman) and Dwight are members of the Audit
Committee of the Board of Directors. The Audit Committee's functions include
making recommendations to the Board regarding the selection of the independent
public accountants, and reviewing with such accountants and the Treasurer of the
Registrant matters relative to accounting and auditing practices and procedures,
accounting records, internal accounting controls, and the functions performed by
the custodian, transfer agent and dividend disbursing agent of the Registrant.
<PAGE>
Item 14. Continued
(c) The fees and expenses of those Directors of the Registrant
who are not members of the Eaton Vance organization are paid by the Registrant.
During the fiscal year ended December 31, 1994, the Directors of the Registrant
earned the following compensation in their capacities as Directors from the
Registrant and the other funds in the Eaton Vance fund complex(1):
Aggregate Retirement Total Compensation
Compensation Benefit Accrued from Registrant and
Name from Registrant from Fund Complex Fund Complex
- ---- --------------- ----------------- -------------------
Donald R. Dwight $1,147(2) $8,750 $135,500
Samuel L. Hayes, III 1,206(3) 8,865 $142,500
Norton H. Reamer 1,228 -0- $135,000
John L. Thorndike 1,291 -0- $140,000
Jack L. Treynor 1,209 -0- $140,000
(1) The Eaton Vance fund complex consists of 201 registered investment
companies or series thereof.
(2) Includes $98 of deferred compensation
(3) Includes $101 of deferred compensation
Item 15. Control Persons and Principal Holders of Securities
(a) Not applicable
(b) To the knowledge of the Registrant no person of record or
beneficially owns more than 5% of its stock.
(c) The Directors and officers as a group own none of the
Registrant's securities.
Item 16. Investment Advisory and Other Services
(a)(i) and (ii)
Eaton Vance, its affiliates and its predecessors have more
than 60 years experience in the investment management field, and Eaton Vance
acts as investment adviser to investment companies and various individual and
institutional clients with combined assets under management of approximately $15
billion.
<PAGE>
Item 16. Continued
Eaton Vance and EV are both wholly-owned subsidiaries of EVC.
BMR is a wholly-owned subsidiary of Eaton Vance. Eaton Vance and BMR are both
Massachusetts business trusts and EV is the trustee of Eaton Vance and BMR. The
Directors of EV are Landon T. Clay, H. Day Brigham, Jr., M. Dozier Gardner,
James B. Hawkes, and Benjamin A. Rowland, Jr. The Directors of EVC consist of
the same persons and John G. L. Cabot and Ralph Z. Sorenson. Mr. Clay is
chairman and Mr. Gardner is president and chief executive officer of EVC, Eaton
Vance, BMR and EV. All of the issued and outstanding shares of Eaton Vance and
of EV stock are owned by EVC. All of the issued and outstanding shares of BMR
are owned by Eaton Vance. All shares of the outstanding Voting Common Stock of
EVC are deposited in a Voting Trust which expires December 31, 1996, the Voting
Trustees of which are Messrs. Clay, Gardner, Hawkes, Rowland and Brigham. The
Voting Trustees have unrestricted voting rights for the election of Directors of
EVC. All of the outstanding voting trust receipts issued under said Voting Trust
are owned by certain of the officers of Eaton Vance and BMR who are also
officers and Directors of EVC and EV. As of March 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. Messrs. Clay, Hawkes and Otis, who are officers or Directors of the
Registrant, are members of the EVC, Eaton Vance, BMR and EV organizations.
Messrs. Alban, Goodof, Kiely and O'Connor and Ms. Sanders who are officers of
the Registrant, are also members of the Eaton Vance, BMR and EV organizations.
See Item 14 above.
(iii) No change from the information set forth in Item
16(a)(iii) of Form N-1A, filed as Amendment No. 8 to the Registration Statement
under the 1940 Act, File No. 811-1453, which information is incorporated herein
by reference.
(A) The management fees paid by the Registrant for the fiscal
years ended December 31, 1994, 1993, and 1992 were $399,325, $415,195 and
$428,079, respectively.
(B) and (C) Not applicable
(b) No change from the information set forth in Item 16(b) of
Form N-1A, filed as Amendment No. 8 to the Registration Statement under the
Investment Company Act of 1940, File No. 811-1453, which information is
incorporated herein by reference.
(c)(d)(e)(f) and (g) Not applicable
(h) and (i) Investors Bank & Trust Company ("IBT"), 24 Federal
Street, Boston, Massachusetts, (a 77.3% owned subsidiary of EVC) has been the
custodian of the Registrant since 1985. IBT has custody of all cash and
securities of the Registrant, maintains the Registrant's general ledger and
computes the daily per share net asset value. In such capacity it attends to
details in connection with the sale, exchange, substitution, transfer or other
dealings with the Registrant's investments, receives and disburses all funds,
and performs various other ministerial duties upon receipt of proper
instructions from the Registrant. IBT charges custodian fees which are
competitive within the industry. A portion of the fee relates to custody,
bookkeeping and valuation services and is based upon a percentage of the
Registrant's net assets and a portion of the fee relates to activity charges,
primarily the number of portfolio transactions. This fee is then reduced by a
credit for cash balances at the custodian equal to 75% of the 91-day U.S.
Treasury Bill auction rate applied to the Registrant's average daily collected
balances for the week. In view of the ownership of EVC in IBT, the Registrant is
treated as a self-custodian pursuant to Rule 17f-2 under the 1940 Act, and the
Registrant's investments held by IBT as custodian are thus subject to additional
examinations by the Registrant's independent certified public accountants as
called for by such Rule. For the fiscal year ended December 31, 1994, the
Registrant paid IBT $44,001.
<PAGE>
Item 16. Continued
Deloitte & Touche LLP, 125 Summer Street, Boston,
Massachusetts are the independent certified public accountants for the
Registrant. As such they provide customary professional services in connection
with the audit function for a management investment company, including services
leading to the expression of an opinion on the financial statements in the
annual report to shareholders and preparation of the Registrant's federal and
state tax returns.
Item 17. Brokerage Allocation and Other Practices
Decisions concerning the execution of Fund portfolio security
transactions, including the selection of the market and the broker-dealer firm,
are made by Eaton Vance. Eaton Vance is also responsible for the execution of
transactions for all other accounts managed by it.
Eaton Vance places the portfolio security transactions of the
Registrant and of all other accounts managed by it for execution with many
broker-dealer firms. Eaton Vance uses its best efforts to obtain execution of
portfolio security transactions at prices which are advantageous to the
Registrant and (when a disclosed commission is being charged) at reasonably
competitive commission rates. In seeking such execution, Eaton Vance will use
its best judgment in evaluating the terms of a transaction, and will give
consideration to various relevant factors, including without limitation the size
and type of the transaction, the general execution and operational capabilities
of the broker-dealer, the nature and character of the market for the security,
the confidentiality, speed and certainty of effective execution required for the
transaction, the reputation, reliability, experience and financial condition of
the broker-dealer, the value and quality of services rendered by the
broker-dealer in other transactions, and the reasonableness of the commission,
if any. Transactions on United States stock exchanges and other agency
transactions involve the payment by the Registrant of negotiated brokerage
commissions. Such commissions vary among different broker-dealer firms, and a
particular broker-dealer may charge different commissions according to such
factors as the difficulty and size of the transaction and the volume of business
done with such broker-dealer. Transactions in foreign securities usually involve
the payment of fixed brokerage commissions, which are generally higher than
those in the United States. There is generally no stated commission in the case
of securities traded in the over-the-counter markets, but the price paid or
received by the Registrant usually includes an undisclosed dealer markup or
markdown. In an underwritten offering the price paid by the Registrant includes
a disclosed fixed commission or discount retained by the underwriter or dealer.
Although commissions paid on portfolio security transactions will, in the
judgment of Eaton Vance, be reasonable in relation to the value of the services
provided, commissions exceeding those which another firm might charge may be
paid to broker-dealers who were selected to execute transactions on behalf of
the Registrant and Eaton Vance's other clients for providing brokerage and
research services to Eaton Vance.
As authorized in Section 28(e) of the Securities Exchange Act
of 1934, a broker or dealer who executes a portfolio transaction on behalf of
the Fund may receive a commission which is in excess of the amount of commission
another broker or dealer would have charged for effecting that transaction if
Eaton Vance determines in good faith that such commission was reasonable in
relation to the value of the brokerage and research services which have been
provided. This determination may be made on the basis of either that particular
transaction or on the basis of the overall responsibilities which Eaton Vance
and its affiliates have for accounts over which they exercise investment
discretion. In making any such determination, Eaton Vance will not attempt to
place a specific dollar value on the brokerage and research services provided or
to determine what portion of the commission should be related to such services.
Brokerage and research services may include advice as to the value of
securities, the advisability of investing in, purchasing, or selling securities,
<PAGE>
Item 17. Continued
and the availability of securities or purchasers or sellers of securities;
furnishing analyses and reports concerning issuers, industries, securities,
economic factors and trends, portfolio strategy and the performance of accounts
and effecting securities transactions and performing functions incidental
thereto (such as clearance and settlement); and the "Research Services" referred
to in the next paragraph.
It is a common practice in the investment advisory industry
for the advisers of investment companies, institutions and other investors to
receive research, statistical and quotation services, data, information and
other services, products and materials which assist such advisers in the
performance of their investment responsibilities ("Research Services") from
broker-dealer firms which execute portfolio transactions for the clients of such
advisers from third parties with which such broker-dealers have arrangements.
Consistent with this practice, Eaton Vance receives Research Services from many
broker-dealer firms with which Eaton Vance places the Registrant's portfolio
transactions and from third parties with which these broker-dealers have
arrangements. These Research Services include such matters as general economic
and market reviews, industry and company reviews, evaluations of securities and
portfolio strategies and transactions and recommendations as to the purchase and
sale of securities and other portfolio transactions, financial, industry and
trade publications, news and information services, pricing and quotation
equipment and services, and research oriented computer hardware, software, data
bases and services. Any such Research Service may be broadly useful and of value
to Eaton Vance in rendering investment advisory services to all or a significant
portion of its clients, or may be relevant and useful for the management of only
one client's account or of a few clients' accounts, or may be useful for the
management of merely a segment of certain clients' accounts, regardless of
whether any such account or accounts paid commissions to the broker-dealer
through which such Research Service was obtained. The advisory fee paid by the
Registrant is not reduced because Eaton Vance receives such Research Services.
Eaton Vance evaluates the nature and quality of the various Research Services
obtained through broker-dealer firms and attempts to allocate sufficient
commissions to such firms to ensure the continued receipt of Research Services
which Eaton Vance believes are useful or of value to it in rendering investment
advisory services to its clients.
Securities considered as investments for the Registrant may
also be appropriate for other investment accounts managed by Eaton Vance or its
affiliates. Eaton Vance will attempt to allocate equitably portfolio security
transactions among the Registrant and the portfolios of its other investment
accounts whenever decisions are made to purchase or sell securities by the
Registrant and one or more of such other accounts simultaneously. In making such
allocations, the main factors to be considered are the respective investment
objectives of the Registrant and such other accounts, the relative size of
portfolio holdings of the same or comparable securities, the availability of
cash for investment by the Registrant and such accounts, the size of investment
commitments generally held by the Registrant and such accounts and the opinions
of the persons responsible for recommending investments to the Registrant and
such accounts. While this procedure could have a detrimental effect on the price
or amount of the securities available to the Registrant from time to time, it is
the opinion of the Directors that the benefits available from the Eaton Vance
organization outweigh any disadvantage that may arise from exposure to
simultaneous transactions.
During the Registrant's fiscal years ended December 31, 1994,
1993 and 1992, the Registrant paid brokerage commissions of $17,550, $18,943 and
$17,479, respectively, on portfolio security transactions, and the total
brokerage commissions paid during such fiscal years were approximately $14,850,
$18,943 and $11,814, respectively, paid in respect of portfolio security
transactions aggregating approximately $6,644,493, $5,148,110 and $4,932,428,
respectively, to firms which provided some research services to Eaton Vance
(although many of such firms may have been selected in any particular
transaction primarily because of their execution capabilities).
<PAGE>
Item 17. Continued
Item 18. Capital Stock and Other Securities
(a) No change from the information set forth in Item 18(a) of
Form N-1A, filed as Amendment No. 8 to the Registration Statement under the 1940
Act, File No. 811-1453, which information is incorporated herein by reference.
(b) Not applicable
Item 19. Purchase, Redemption and Pricing of Securities Being Offered
(a) No change from the information set forth in Item 19(a) of
Form N-1A, filed as Amendment No. 8 to the Registration Statement under the 1940
Act, File No. 811-1453, which information is incorporated herein by reference.
(b) The net asset value of each share of the Registrant
outstanding is determined by the Board of Directors or its delegate not less
frequently than once on each business day (which term means each day on which
the net asset value of shares of the Registrant is required to be computed by
the provisions of the 1940 Act or rules or regulations promulgated thereunder)
and the net asset value as so determined shall become effective at such time as
the Board of Directors or its delegate may determine. The Board of Directors may
delegate any of its powers and duties with respect to the determination of net
asset value and appraisal of assets and liabilities. Currently the net asset
value is determined once each business day by IBT, as agent for the Registrant,
as of the close of the New York Stock Exchange. The Board of Directors or its
delegate may cause the net asset value per share last determined to be
determined again, and may determine the time when such redetermined net asset
value may become effective. Any such redetermination may be made by appraisal,
or by estimate based upon changes in the market value of representative or
selected securities or in recognized market averages or in other standard market
data since the last determination.
The Board of Directors may declare a suspension of the
determination of net asset value for the whole or any part of any period with
respect to which an open-end investment company may declare such a suspension
not inconsistent with the provisions of the 1940 Act or rules or regulations
promulgated thereunder. Such suspension shall take effect at such time as the
Board of Directors shall specify but not later than the close of business on the
business day next following the declaration, and thereafter there shall be no
determination of net asset value until the Board of Directors shall declare the
suspension at an end, except that the suspension shall terminate in any event
when the conditions precedent prescribed by the 1940 Act or rules or regulations
promulgated thereunder to the declaration of such a suspension shall have
terminated.
The net asset value of each share of the Registrant as of any
particular time shall be the quotient (adjusted to the nearer cent) obtained by
dividing the value, as of such time, of the net assets of the Registrant (i.e.
the value of the assets of the Registrant less its actual and accrued liability
exclusive of capital and surplus) by the total number of shares outstanding
(exclusive of treasury shares) at such time, all as determined by the Board of
Directors or its delegate. In appraising the liabilities of the Corporation the
Board of Directors or its delegate may include in liabilities such reserves for
taxes, estimated expenses and contingencies as the Board or its delegate deems
fair and reasonable under the circumstances. All securities for which market
quotations are readily available shall be appraised at their market value and
all other securities and assets shall be appraised at their fair value, in each
case pursuant to methods or procedures authorized or approved by the Board of
Directors or any duly authorized committee thereof. All determinations of net
asset value and appraisals of assets and liabilities made in good faith by the
Board of Directors or its delegate shall be binding and conclusive upon all
stockholders and other persons interested.
<PAGE>
Item 19(b). Continued
The Registrant may issue shares at net asset value in
connection with any merger or consolidation with, or acquisition of the assets
of, any investment company or personal holding company, subject to the
requirements of the 1940 Act.
The information set forth under Item 8 hereof is incorporated
herein by reference.
(c) Not applicable
Item 20. Tax Status
Under the provisions of Subchapter M of the Internal Revenue
Code, an investment company, such as the Registrant, which distributes to its
shareholders for any year substantially all of its net investment income pays no
federal income or excise taxes on such income as to that year. The Registrant
met the requirements of Subchapter M for the taxable year ended December 31,
1994 and intends to meet such requirement for the taxable year ending December
31, 1995.
Dividends from net investment income are paid at least
quarterly. These dividends are paid in shares of the Registrant computed at net
asset value, subject to an option to each shareholder to elect to be paid in
cash. Such dividends from net investment income are taxable to the shareholders
at ordinary income rates for federal income tax purposes.
Net realized long-term capital gains are normally retained by
the Registrant, and the Registrant pays the federal tax thereon on behalf of
shareholders. When this is done the shareholder includes in his personal income
tax return his proportionate share of such gains, takes a credit for the payment
of taxes thereon, and increases the tax cost basis of his shares by an amount
equal to such gains less the taxes paid. Due to regulations imposed by the
Internal Revenue Service the Registrant is required to distribute net realized
long-term capital gains (computed on the basis of the one-year period ending on
December 31 of such year) and 100% of any income from the present year that was
not paid out during such year and on which the Fund was not taxed. The
Registrant therefore reserves the right to distribute such capital gains when
required.
The Registrant currently plans to continue to pay dividends at
least quarterly from its net investment income and retain realized net long-term
capital gains as outlined above. However, Registrant reserves the right, in its
discretion, to distribute such capital gains in shares of the Registrant at net
asset value, or at the option of each shareholder, in cash.
<PAGE>
Item 21. Underwriters
Not applicable, inasmuch as Registrant does not make a
continuous offering of its shares.
Item 22. Calculation of Performance Data
Not applicable
<PAGE>
Item 23. Financial Statements
Registrant incorporates by reference the audited financial
information contained in the shareholder report for the fiscal year ended
December 31, 1994 as previously filed electronically with the Securities and
Exchange Commission (Accession Number: 0000950156-95-000071).
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) INCLUDED IN ITEM 23 OF THE REGISTRANT'S STATEMENT OF ADDITIONAL
INFORMATION (Form N-1A, Part B):
INCORPORATED BY REFERENCE TO ANNUAL REPORT, DATED December 31, 1994,
FILED ELECTRONICALLY PURSUANT TO SECTION 30 (b)(2) OF THE INVESTMENT
COMPANY ACT OF 1940
For Second Fiduciary Exchange Fund, Inc. (Accession No.
0000950156-95-000071):
Portfolio of Investments, December 31, 1994
Statement of Assets and Liabilities, December 31, 1994
Statement of Operations For The Year Ended December 31, 1994
Statement of Changes In Net Assets For Each of The Two Years
In The Period Ended December 31, 1994
Financial Highlights For Each of The Five Years In the Period
Ended December 31, 1994
Notes to Financial Statements
Independent Auditors Report
INCORPORATED BY REFERENCE TO ANNUAL REPORT, DATED December 31, 1988
FILED PURSUANT TO SECTION 30(b)(2) OF THE INVESTMENT COMPANY ACT OF
1940:
(a) Supplementary Information For Each of The Five Years
Ended December 31, 1988.
(b) Exhibits:
<TABLE>
<CAPTION>
<S> <C> <C>
(1) Articles of Organization Filed as Exhibit No. 1 to Post-
incorporating all amendments Effective Amendment No. 7 to
to date and currently in effect Registration Statement on Form
N-1, File No. 811-1453 and
incorporated herein by reference.
(2) By-Laws incorporating all Filed as Exhibit No. 2 to Post-
amendments to date and Effective Amendment No. 7 to
currently in effect Registration Statement on Form
N-1, File No. 811-1453 and
incorporated herein by reference.
(3) Not Applicable
<PAGE>
<CAPTION>
Item 24. (b) Continued
<CAPTION>
<S> <C> <C>
(4) Not Applicable
(5) Investment Advisory Filed as Exhibit No. 5
Agreement with Eaton Vance to Post-Effective Amendment
Management dated No. 14 to Registration Statement
November 1, 1990 on Form N-1A, File No. 811-1453
and incorporated herein by reference.
(6) Not Applicable
(7) Not Applicable
(8) Custodian Agreement dated Filed as Exhibit No. 8 to
December 17, 1990 Post-Effective Amendment No. 14
to Registration Statement on Form
(9) Not Applicable N-1A, File No. 811-1453 and
incorporated by reference.
(10) Legal Opinion of Gaston, Filed as Exhibit No. 10(a) to Post-
Snow, Motley & Holt, dated Effective Amendment No. 1 to
December 20, 1966 Registration Statement on
Form S-5, File No. 2-25838 and
and incorporated herein
by reference.
(11) Not Applicable
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
</TABLE>
Item 25. Persons Controlled by or under Common Control with Registrant
Not Applicable
<PAGE>
Item 26. Number of Holders of Securities
(1) (2)
Number of Record
Title of Class Holders
Capital Stock 399
$1.00 par value as of March 31, 1995
Item 27. Indemnification
No change from the information set forth in Item 27 of Form
N-1A, filed as Post-Effective amendment No. 8 to the Registration Statement
under the 1940 Act, File No. 811-1453, which information is incorporated
herewith by reference.
Item 28. Business and Other Connections of Investment Adviser
In addition to Eaton Vance Management ("Eaton Vance") acting
as investment adviser to the Registrant, Eaton Vance or its wholly-owned
subsidiary, Boston Management and Research ("BMR") act as investment adviser to
over seventy investment companies and various individual and institutional
clients with combined assets under management of approximately $15 billion. Such
investment companies are:
Alabama Tax Free Portfolio
Arizona Limited Maturity Tax Free Portfolio
Arizona Tax Free Portfolio
Arkansas Tax Free Portfolio
California Limited Maturity Tax Free Portfolio
California Tax Free Portfolio Capital Exchange Fund, Inc.
Cash Management Portfolio
Colorado Tax Free Portfolio
Connecticut Limited Maturity Tax Free Portfolio
Connecticut Tax Free Portfolio
Depositors Fund of Boston, Inc.
Diversification Fund, Inc.
EV Marathon Gold & Natural Resources Fund
Eaton Vance Equity-Income Trust
Eaton Vance Income Fund of Boston
Eaton Vance Municipal Bond Fund L.P.
Eaton Vance Short-Term Treasury Fund
Eaton Vance Tax Free Reserves
Emerging Markets Portfolio
Fiduciary Exchange Fund, Inc.
Florida Insured Tax Free Portfolio
<PAGE>
Item 28. Continued
Florida Limited Maturity Tax Free Portfolio
Florida Tax Free Portfolio
Georgia Tax Free Portfolio
Government Obligations Portfolio
Greater China Growth Portfolio
Growth Portfolio Hawaii Tax Free Portfolio
High Income Portfolio
Investors Portfolio
Kansas Tax Free Portfolio
Kentucky Tax Free Portfolio
Louisiana Tax Free Portfolio
Maryland Tax Free Portfolio
Massachusetts Limited Maturity Tax Free Portfolio
Massachusetts Tax Free Portfolio
Michigan Limited Maturity Tax Free Portfolio
Michigan Tax Free Portfolio
Minnesota Tax Free Portfolio
Missouri Tax Free Portfolio
Mississippi Tax Free Portfolio
National Limited Maturity Tax Free Portfolio
National Municipals Portfolio
New Jersey Limited Maturity Tax Free Portfolio
New Jersey Tax Free Portfolio
New York Limited Maturity Tax Free Portfolio
New York Tax Free Portfolio
North Carolina Limited Maturity Tax Free Portfolio
North Carolina Tax Free Portfolio
Ohio Limited Maturity Tax Free Portfolio
Ohio Tax Free Portfolio
Oregon Tax Free Portfolio
Pennsylvania Limited Maturity Tax Free Portfolio
Pennsylvania Tax Free Portfolio
Rhode Island Tax Free Portfolio
Second Fiduciary Exchange Fund, Inc. Senior Debt Portfolio
Short-Term Income Portfolio
South Asia Portfolio
South Carolina Tax Free Portfolio
Special Investment Portfolio
Stock Portfolio Tennessee Tax Free Portfolio
Texas Tax Free Portfolio
Total Return Portfolio
The Exchange Fund of Boston, Inc.
Vance, Sanders Exchange Fund (A California Limited Partnership)
Virginia Limited Maturity Tax Free Portfolio
Virginia Tax Free Portfolio
West Virginia Tax Free Portfolio
<PAGE>
Item 28. Continued
Eaton Vance owns all of the stock of Eaton Vance Distributors, Inc., which acts
as principal underwriter for:
EV Classic Alabama Tax Free Fund
EV Classic Arizona Tax Free Fund
EV Classic Arkansas Tax Free Fund
EV Classic California Limited Maturity Tax Free Fund
EV Classic California Municipals Fund
EV Classic Colorado Tax Free Fund
EV Classic Connecticut Limited Maturity Tax Free Fund
EV Classic Connecticut Tax Free Fund
EV Classic Florida Insured Tax Free Fund
EV Classic Florida Limited Maturity Tax Free Fund
EV Classic Florida Tax Free Fund
EV Classic Georgia Tax Free Fund
EV Classic Government Obligations Fund
EV Classic Greater China Growth Fund
EV Classic Growth Fund
EV Classic Hawaii Tax Free Fund
EV Classic High Income Fund
EV Classic Investors Fund
EV Classic Kansas Tax Free Fund
EV Classic Kentucky Tax Free Fund
EV Classic Louisiana Tax Free Fund
EV Classic Maryland Tax Free Fund
EV Classic Massachusetts Limited Maturity Tax Free Fund
EV Classic Massachusetts Tax Free Fund
EV Classic Michigan Limited Maturity Tax Free Fund
EV Classic Michigan Tax Free Fund
EV Classic Minnesota Tax Free Fund
EV Classic Mississippi Tax Free Fund
EV Classic Missouri Tax Free Fund
EV Classic National Limited Maturity Tax Free Fund
EV Classic National Municipals Fund
EV Classic New Jersey Limited Maturity Tax Free Fund
EV Classic New Jersey Tax Free Fund
EV Classic New York Limited Maturity Tax Free Fund
EV Classic New York Tax Free Fund
EV Classic North Carolina Tax Free Fund
EV Classic Ohio Limited Maturity Tax Free Fund
EV Classic Ohio Tax Free Fund
EV Classic Oregon Tax Free Fund
EV Classic Pennsylvania Limited Maturity Tax Free Fund
EV Classic Pennsylvania Tax Free Fund
EV Classic Rhode Island Tax Free Fund
EV Classic Senior Floating-Rate Fund
EV Classic South Carolina Tax Free Fund
EV Classic Special Equities Fund
<PAGE>
Item 28. Continued
EV Classic Stock Fund
EV Classic Strategic Income Fund
EV Classic Tennessee Tax Free Fund
EV Classic Texas Tax Free Fund
EV Classic Total Return Fund
EV Classic Virginia Tax Free Fund
EV Classic West Virginia Tax Free Fund
EV Marathon Alabama Tax Free Fund
EV Marathon Arizona Limited Maturity Tax Free Fund
EV Marathon Arizona Tax Free Fund
EV Marathon Arkansas Tax Free Fund
EV Marathon California Limited Maturity Tax Free Fund
EV Marathon California Municipal Fund
EV Marathon Colorado Tax Free Fund
EV Marathon Connecticut Limited Maturity Tax Free Fund
EV Marathon Connecticut Tax Free Fund
EV Marathon Emerging Markets Fund
Eaton Vance Equity-Income Trust
EV Marathon Florida Insured Tax Free Fund
EV Marathon Florida Limited Maturity Tax Free Fund
EV Marathon Florida Tax Free Fund
EV Marathon Georgia Tax Free Fund
EV Marathon Gold & Natural Resources Fund
EV Marathon Government Obligations Fund
EV Marathon Greater China Growth Fund
EV Marathon Greater India Fund
EV Marathon Growth Fund
EV Marathon Hawaii Tax Free Fund
EV Marathon High Income Fund
EV Marathon Investors Fund
EV Marathon Kansas Tax Free Fund
EV Marathon Kentucky Tax Free Fund
EV Marathon Louisiana Tax Free Fund
EV Marathon Maryland Tax Free Fund
EV Marathon Massachusetts Limited Maturity Tax Free Fund
EV Marathon Massachusetts Tax Free Fund
EV Marathon Michigan Limited Maturity Tax Free Fund
EV Marathon Michigan Tax Free Fund
EV Marathon Minnesota Tax Free Fund
EV Marathon Mississippi Tax Free Fund
EV Marathon Missouri Tax Free Fund
EV Marathon National Limited Maturity Tax Free Fund
EV Marathon National Municipals Fund
EV Marathon New Jersey Limited Maturity Tax Free Fund
EV Marathon New Jersey Tax Free Fund
EV Marathon New York Limited Maturity Tax Free Fund
EV Marathon New York Tax Free Fund
EV Marathon North Carolina Limited Maturity Tax Free Fund
EV Marathon North Carolina Tax Free Fund
EV Marathon Ohio Limited Maturity Tax Free Fund
<PAGE>
Item 28. Continued
EV Marathon Ohio Tax Free Fund
EV Marathon Oregon Tax Free Fund
EV Marathon Pennsylvania Limited Maturity Tax Free Fund
EV Marathon Pennsylvania Tax Free Fund
EV Marathon Rhode Island Tax Free Fund
EV Marathon South Carolina Tax Free Fund
EV Marathon Special Equities Fund
EV Marathon Stock Fund
EV Marathon Strategic Income Fund
EV Marathon Tennessee Tax Free Fund
EV Marathon Texas Tax Free Fund
EV Marathon Total Return Fund
EV Marathon Virginia Limited Maturity Tax Free Fund
EV Marathon Virginia Tax Free Fund
EV Marathon West Virginia Tax Free Fund
EV Traditional California Municipals Fund
EV Traditional Connecticut Tax Free Fund
EV Traditional Emerging Markets Fund
EV Traditional Florida Insured Tax Free Fund
EV Traditional Florida Limited Maturity Tax Free Fund
EV Traditional Florida Tax Free Fund
EV Traditional Government Obligations Fund
EV Traditional Greater China Growth Fund
EV Traditional Greater India Fund
EV Traditional Growth Fund
Eaton Vance Income Fund of Boston
EV Traditional Investors Fund
Eaton Vance Municipal Bond Fund L.P.
EV Traditional National Limited Maturity Tax Free Fund
EV Traditional National Municipals Fund
EV Traditional New Jersey Tax Free Fund
EV Traditional New York Limited Maturity Tax Free Fund
EV Traditional New York Tax Free Fund
EV Traditional Pennsylvania Tax Free Fund
EV Traditional Special Equities Fund
EV Traditional Stock Fund
EV Traditional Total Return Fund
Eaton Vance Cash Management Fund
Eaton Vance Liquid Assets Trust
Eaton Vance Money Market Fund
Eaton Vance Prime Rate Reserves
Eaton Vance Short-Term Treasury Fund
Eaton Vance Tax Free Reserves
Massachusetts Municipal Bond Portfolio
Eaton Vance owns all of the stock of Energex Corporation, which is
engaged in oil and gas operations. Eaton Vance Corp. ("EVC") owns 77.3% of the
stock of Investors Bank & Trust Company ("IBT"), the Registrant's custodian,
which also provides bookkeeping and valuation services to the Registrant. The
charges for its services are offset by the value (determined by an agreed-upon
formula) of the Registrant's cash balances, which are maintained with it as the
Registrant's custodian.
<PAGE>
Item 28. Continued
The Registrant also pays a fee based on the number and type of portfolio
transactions. IBT also provides custodial, trustee and other fiduciary services
to investors, including individuals, employee benefit plans, corporations,
savings banks, investment companies and other institutions. In addition, Eaton
Vance owns all the stock of Northeast Properties, Inc., which is engaged in real
estate investment, consulting and management. EVC owns all of the stock of
Marblehead Energy Corp. (which engages in oil and gas operations) and all of the
stock of Fulcrum Management, Inc. and MinVen, Inc. which are engaged in the
development of precious metal properties. EVC, Eaton Vance, BMR and EV may also
enter into other businesses.
Item 29. Principal Underwriters
Inapplicable inasmuch as Registrant does not make a continuous
offering of its shares.
Item 30. Location of Accounts and Records
All applicable accounts, books, and documents required to be
maintained by Registrant by Section 31(a) of the Investment Company Act of 1940
and the Rules promulgated thereunder are in the possession and custody of the
Registrant's custodian, Investors Bank & Trust Company, 24 Federal Street,
Boston, Massachusetts 02110 and 89 South Street, Boston, MA 02lll, and the
Registrant's transfer agent, The Shareholder Services Group, Inc., 53 State
Street, Boston, Massachusetts 02104 with the exception of certain corporate
documents and portfolio trading documents as prescribed and listed in Rules
31a-1(b), (4), (5), (6), (7), (9), (10), and (11) which are in the possession
and custody of the Registrant's Treasurer at 24 Federal Street, Boston,
Massachusetts 02110. Registrant is informed that all applicable accounts, books
and documents required to be maintained by registered investment advisers are in
the custody and possession of Registrant's investment adviser Eaton Vance
Management, 24 Federal Street, Boston, Massachusetts 02110.
Item 31. Management Services
Not Applicable
Item 32. Undertakings
Not Applicable
<PAGE>
SIGNATURE
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Boston and Commonwealth of
Massachusetts, on the 21st day of April, 1995.
SECOND FIDUCIARY EXCHANGE FUND, INC.
By /s/ James L. O'Connor
------------------------------------
James L. O'Connor, Treasurer
<TABLE> <S> <C>
<ARTICLE> 6
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 40,548
<INVESTMENTS-AT-VALUE> 61,766
<RECEIVABLES> 123
<ASSETS-OTHER> 12
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 61,902
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 259
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 30,829
<NET-ASSETS> 61,644
<DIVIDEND-INCOME> 1,385
<INTEREST-INCOME> 183
<OTHER-INCOME> 0
<EXPENSES-NET> 520
<NET-INVESTMENT-INCOME> 1,049
<REALIZED-GAINS-CURRENT> 4,245
<APPREC-INCREASE-CURRENT> (4,357)
<NET-CHANGE-FROM-OPS> 937
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (4,076)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 399
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 520
<AVERAGE-NET-ASSETS> 61,644
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0.82
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
