-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, k/tuFXf1iYMA5rnwK+SShw4zDmDj8V9n7y7XeRq6T3EAHMppfSEaNilsVhuNiLi0 qaS8e8FmyvXgDoOlSVjSvg== 0000950156-95-000083.txt : 19950608 0000950156-95-000083.hdr.sgml : 19950608 ACCESSION NUMBER: 0000950156-95-000083 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950412 FILED AS OF DATE: 19950302 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SECOND FIDUCIARY EXCHANGE FUND INC CENTRAL INDEX KEY: 0000088329 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 046145886 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-01453 FILM NUMBER: 95517898 BUSINESS ADDRESS: STREET 1: 24 FEDERAL ST CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6174828260 MAIL ADDRESS: ZIP: 02110 DEF 14A 1 SECOND FIDUCIARY EXCHANGE NOTICE AND PROXY 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 Second 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: 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. 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. 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:
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 - --- ---------------- ---------------- ---------------- --------------- ------------ Donald R. Dwight $1,165 $ 951 $1,147 $8,750 $135,000 Samuel L. Hayes, III 1,223 981 1,206 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 - --------- The Eaton Vance Fund Complex consists of 201 registered investment companies or series thereof. Includes $199 of deferred compensation. Includes $201 of deferred compensation.
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. 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 SECOND 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 Second 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) 012 (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 012 -----END PRIVACY-ENHANCED MESSAGE-----