SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
[X] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
- --------------------------------------------------------------------------------
EV Traditional Worldwide Health Sciences Fund, Inc.
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] 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>
EV TRADITIONAL WORLDWIDE
HEALTH SCIENCES FUND, INC.
24 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
June 27, 1997
Dear Shareholder:
You are cordially invited to attend a Special Meeting of Shareholders
of EV Traditional Worldwide Health Sciences Fund, Inc. (the "Fund") to be held
at the offices of the Fund, 24 Federal Street, Boston, Massachusetts 02110 at
10:00 a.m. (Boston time) on August 20, 1997.
At this meeting you will be asked to consider an Agreement and Plan of
Reorganization under which the Fund will be reorganized from a Maryland
corporation to a series fund of Eaton Vance Growth Trust, a Massachusetts
business trust. The proposed Reorganization is intended to help the Fund reduce
operating costs, thereby enhancing long-term returns, and improve operational
flexibility. The investment objective and policies of the Fund will remain the
same.
A formal Notice of Special Meeting of Shareholders, the Proxy
Statement, and a form of proxy are enclosed for your review and use.
Your Directors recommend that you vote in favor of the proposed
Reorganization. The Directors unanimously approved the Agreement and Plan of
Reorganization and determined that the Reorganization is in the best interests
of the Fund and will not result in dilution of the interests of the shareholders
of the Fund.
Whether or not you attend the meeting, it is important that your shares
be represented. Therefore, please complete and send in your proxy.
Sincerely,
James B. Hawkes
President
<PAGE>
EV TRADITIONAL WORLDWIDE
HEALTH SCIENCES FUND, INC.
24 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 20, 1997
A Special Meeting of Shareholders of EV Traditional Worldwide Health
Sciences Fund, Inc. (the "Fund") will be held at the offices of the Fund, 24
Federal Street, Boston, Massachusetts 02110, on August 20, 1997 at 10:00 a.m.
(Boston time), for the following purposes:
(1) To consider and act upon a proposal to approve an Agreement and
Plan of Reorganization pursuant to which the Fund will be reorganized from a
Maryland corporation to a series fund of Eaton Vance Growth Trust, a
Massachusetts business trust.
(2) To consider and act upon any matters incidental to the foregoing
purpose and any other matters which may properly come before said Meeting or any
adjourned session thereof.
YOUR DIRECTORS RECOMMEND THAT YOU VOTE IN FAVOR OF ITEM (1)
The Directors have fixed the close of business on June 23, 1997 as the
record date for the determination of the shareholders of the Fund entitled to
notice of and to vote at the Meeting and any adjournments thereof.
By Order of the Board of Directors,
Alan R. Dynner, Secretary
June 27, 1997
IMPORTANT - Shareholders can help the Directors 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>
EV TRADITIONAL WORLDWIDE
HEALTH SCIENCES FUND, INC.
24 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
June 27, 1997
PROXY STATEMENT
FOR THE SPECIAL MEETING OF SHAREHOLDERS
A proxy is enclosed with the foregoing Notice of the Special Meeting of
Shareholders of EV Traditional Worldwide Health Sciences Fund, Inc., a Maryland
corporation (the "Fund"), to be held August 20, 1997, for the benefit of
shareholders who do not expect to be present at the meeting. This proxy is
solicited on behalf of the Directors of the Fund and is revocable by the person
giving it prior to exercise by a signed writing filed with the Fund's transfer
agent, First Data Investor Services Group, P.O. Box 5125, Westborough, MA
01581-5123, or by executing and delivering a later dated proxy, or by attending
the meeting and voting his or her shares in person. Each shareholder may specify
the manner in which he or she desires his or her proxy to be voted upon the
matters referred to in the proxy; in the absence of such specification, a 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 initially mailed to
shareholders on or about June 27, 1997.
The Directors have fixed the close of business on June 23, 1997, as the
record date for the determination of the shareholders entitled to notice of and
to vote at the meeting and any adjournments thereof. Shareholders at the close
of business on the record date will be entitled to one vote for each share held.
As of June 23, 1997, the number of shares of common stock of the Fund
outstanding was _________________.
As of June 23, 1997, ______________________________ held of record the
following percentage of the outstanding shares of the Fund: ____%. To the
knowledge of the Fund, no other person owns (of record or beneficially) more
than 5% of its outstanding shares.
The Fund was incorporated in Maryland on November 7, 1984, under
Articles of Incorporation (the "Articles"), as amended August 30, 1996.
The Directors know of no matter other than that mentioned in Proposal 1
of the Notice which will be presented at the meeting. If any other matter is
properly presented at the meeting, it is the intention of the persons named as
attorneys in the enclosed proxy to vote the proxies in accordance with their
judgment in regard to such matter.
PROPOSAL: TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION PROVIDING
FOR THE REORGANIZATION OF THE FUND TO A SERIES FUND OF EATON VANCE GROWTH
TRUST
1
<PAGE>
GENERAL
The Directors of the Fund have unanimously approved, subject to the
approval of shareholders of the Fund, an Agreement and Plan of Reorganization
(the "Reorganization Agreement") in the form attached to this Proxy Statement as
Exhibit A. The Reorganization Agreement provides for the reorganization of the
Fund (the "Reorganization") from a Maryland corporation to a new series fund of
Eaton Vance Growth Trust (the "Trust"), a Massachusetts business trust.
The Trust is a registered open-end, management investment company
organized as a Massachusetts business trust on May 25, 1989, originally formed
under the name Eaton Vance Growth Fund. The Trust currently has other existing
series (the "Existing Series").
The Reorganization will involve the transfer of all of the assets of
the Fund to a corresponding new series of the Trust established in connection
with the Reorganization (the "Successor Fund") in exchange for the assumption of
the Fund's liabilities by the Successor Fund and the issuance to the Fund of
shares of beneficial interest ("shares") of the Successor Fund. The aggregate
number of shares of the Successor Fund (the "Successor Fund Shares") issued to
the Fund will be equal to the number of shares of the Fund outstanding
immediately before the Reorganization. These transactions will be immediately
followed by a pro rata distribution by the Fund of the Successor Fund Shares to
the holder of Fund shares in exchange for those shares, in liquidation of the
Fund. The existence of the Fund will then be terminated. As a result of the
Reorganization, shareholders of the Fund will become shareholders of the
Successor Fund. The name of the Successor Fund will be Eaton Vance Worldwide
Health Sciences Fund. Except for reorganizing the Fund as a series of the Trust
(as more fully described below), the Reorganization will not result in any
changes in the investment objective or policies or operations of the Fund.
PURPOSE OF THE PROPOSED REORGANIZATION
THE PURPOSE OF THE REORGANIZATION IS TO INCREASE ADMINISTRATIVE
EFFICIENCY IN THE OPERATION OF THE FUND, TO REDUCE THE OPERATING EXPENSES OF THE
FUND BY ACHIEVING ADDITIONAL ECONOMIES OF SCALE AND TO IMPROVE THE FUND'S
OPERATIONAL FLEXIBILITY. Specifically, it is anticipated that the Fund will
incur slightly lower registration, printing, administrative, legal and
accounting expenses if the Fund is reorganized as a series of the Trust. Over
time, these savings should have a positive effect on the Fund's total return. In
addition, the Fund will be governed by the more flexible Massachusetts business
trust law rather than Maryland corporate law.
Eaton Vance Management ("EVM"), with its principal office located at 24
Federal Street, Boston, Massachusetts 02110, serves as administrator to the Fund
and to each of the Existing Series. The Fund is currently responsible for all
expenses it incurs that are not expressly stated to be payable by EVM under the
Administrative Services Agreement. Expenses for which the Fund is responsible
include, without limitation, fees and expenses of its transfer agent; the cost
of share certificates; fees and expenses of registering its shares; expenses of
reports to shareholders, proxy statements, and other expenses of shareholders'
meetings; printing and mailing expenses; legal and accounting expenses; and
expenses of issue, sale, repurchase and redemption of shares.
2
<PAGE>
As a result of the Reorganization, the Fund will become a series of the
Trust. The Fund is organized as a Maryland corporation while the Trust is
organized as a Massachusetts business trust. The Fund is subject to somewhat
more restrictive statutory provisions than the Trust. The material differences
with respect to governance of the Trust and the Fund are summarized below.
The Directors of the Fund believe the Fund and the Fund's shareholders
should benefit from anticipated expense reductions and improved operational
flexibility resulting from the Reorganization. Expense reductions will be
attributable to, among other things, (i) greater operating efficiency of the
Fund resulting from the need for fewer shareholder and Trustee meetings; (ii)
the dissolution of the Fund after the Reorganization resulting in lower
administrative costs; (iii) lower annual state (notice filing) fees; (iv) lower
administrative, filing, printing and distribution costs, especially given that
prospectuses, shareholder reports and other disclosure documents of the Fund
will be combined with those of at least one other Existing Series in the Trust;
(v) in any given year, possible reductions in fees payable to the Securities and
Exchange Commission ("SEC") to register shares of the Successor Fund as a result
of the ability of the Successor Fund (a) to offset new sales of Successor Fund
Shares with redemptions of Trust shares (including redemptions of Existing
Series shares) and (b) to issue shares which already have been registered with
the SEC under the Trust's registration statement and thus avoid the incurrence
by the Successor Fund of any additional registration fee for such shares; and
(vi) possible slight reductions in annual legal and accounting expenses.
BASED ON THE ANTICIPATED INCREASE IN ADMINISTRATIVE EFFICIENCY WITH RESPECT
TO THE FUND, REDUCTIONS IN THE EXPENSES OF THE FUND AND IMPROVED OPERATIONAL
FLEXIBILITY WITH RESPECT TO THE FUND, THE BOARD OF DIRECTORS OF THE FUND HAS
DETERMINED THAT THE PROPOSED REORGANIZATION WOULD BE IN THE BEST INTERESTS OF
THE FUND AND ITS SHAREHOLDERS.
SUMMARY OF THE AGREEMENT AND PLAN OF REORGANIZATION
The following discussion summarizes certain terms of the Reorganization
Agreement. This summary of the Reorganization Agreement is qualified in its
entirety by the provisions of the Reorganization Agreement attached to this
Proxy Statement as Exhibit A.
In order to accomplish the Reorganization, the Successor Fund has been
established as a new series of the Trust. Assuming that the Reorganization is
approved by shareholders, it is currently contemplated that the closing date of
the Reorganization (the "Closing Date") will be August 31, 1997. On the Closing
Date, the Fund will transfer all of its assets to the Successor Fund in exchange
for the assumption by the Successor Fund of all of the liabilities of the Fund
and the issuance to the Fund of Successor Fund Shares. The number and net asset
value per share of Successor Fund Shares to be issued by the Successor Fund will
be identical to the number and net asset value per share of the shares of the
Fund outstanding on the Closing Date.
The Fund, as the sole shareholder of the Successor Fund, will then vote
on certain matters that require shareholder approval, as described below.
Immediately thereafter, the Fund will liquidate and distribute the Successor
Fund Shares to each shareholder pro rata in proportion to such shareholders'
beneficial interest in the Successor Fund Shares and in exchange for that
shareholder's Fund shares. The Fund will then be terminated. The number and net
asset value per share of Successor Fund Shares to be received by each
shareholder will be identical to the number and net asset value per share of
shares of the Fund held by that shareholder immediately prior to the
Reorganization.
3
<PAGE>
If, at any time prior to the Closing Date, the Board of Directors of
the Fund or the Board of Trustees of the Trust determines that it would not be
in the best interest of the Fund, the Trust or their respective shareholders to
proceed with the Reorganization, the Reorganization will not be consummated,
notwithstanding the approval of the Reorganization by shareholders at this
meeting. The obligations of the Fund and the Trust under the Reorganization
Agreement are subject to various conditions. In order to provide against
unforeseen events, the Reorganization Agreement may be terminated or amended at
any time prior to the Closing Date by the Board of Directors of the Fund or the
Board of Trustees of the Trust. The Fund and the Trust may at any time waive
compliance with any of the covenants and conditions contained in, or may amend,
the Reorganization Agreement, provided that any such waiver or amendment does
not materially adversely affect the interests of shareholders of the Fund.
CONTINUATION OF SHAREHOLDER ACCOUNTS AND ELECTIONS
The Trust's transfer agent, First Data Investor Services Group ("First
Data"), will establish accounts for all shareholders of the Fund containing the
appropriate number of Successor Fund Shares to be received by that shareholder
under the Reorganization Agreement. Such accounts and the elections applicable
to each account will be identical in all material respects to the accounts and
elections currently maintained by the Fund for its shareholders.
EXPENSES AND REORGANIZATION
The Fund will bear all of the expenses associated with the transactions
contemplated by the Reorganization Agreement. It is presently estimated that the
aggregate expenses of the Reorganization, including costs associated with the
solicitation of proxies, will be approximately $15,000.
TAX CONSEQUENCES OF THE REORGANIZATION
It is a condition to the consummation of the Reorganization that the
Fund and the Trust receive on or before the Closing Date an opinion from legal
counsel, Kirkpatrick & Lockhart LLP, concerning the federal income tax
consequences of the Reorganization. This opinion will provide, among other
things, that the transaction contemplated by the Reorganization Agreement will
constitute a reorganization under Section 368(a)(1) of the Internal Revenue Code
of 1986, as amended, and that, consequently, no gain or loss will be recognized
for federal income tax purposes by the Fund or its shareholders upon (1) the
transfer of all of the Fund's assets to the Successor Fund in exchange solely
for Successor Fund Shares and the assumption by such Successor Fund of the
Fund's liabilities or (2) the distribution by the Fund of the Successor Fund
Shares, in liquidation of the Fund, to the shareholders in exchange for their
Fund Shares. The opinion will further state, among other things, that (i) the
federal tax basis of the Successor Fund Shares to be received by shareholders of
the Fund will be the same as the federal tax basis of the Fund shares
surrendered in exchange therefor and (ii) each shareholder's federal tax holding
period for his or her Successor Fund Shares will include such shareholder's tax
holding period for the Fund shares surrendered in exchange therefor, provided
that such Fund shares were held as capital assets on the date of the exchange.
4
<PAGE>
GOVERNANCE OF THE TRUST AND THE FUND
The officers and Trustees of the Trust are currently identical to the
officers and Directors of the Fund, with the following exceptions: (i) William
D. Burt is a Vice President of the Trust, but not of the Fund; (ii) Barclay
Tittman is a Vice President of the Trust, but not of the Fund; (iii) William J.
Austin, Jr. is Assistant Treasurer of the Trust, but not of the Fund; and (iv)
M. Katherine Kreider is Assistant Treasurer of the Trust, but not of the Fund.
Mr. Burt has been an employee and has served as Vice President of EVM
since November, 1994. Prior to that he was Vice President of The Boston Company.
Mr. Tittman has been an employee and has served as Vice President of EVM since
September, 1993. Prior to that he was Vice President of INVESCO. Mr. Austin has
served as Assistant Vice President of EVM since October 30, 1990 and of Boston
Management & Research ("BMR"), a wholly-owned subsidiary of EVM, since August
11, 1992. He has been an employee of EVM since May, 1983 and has also served as
an officer of various investment management companies managed by EVM and/or BMR.
Ms. Kreider has served as Assistant Vice President of EVM and BMR since February
21, 1996 and has been an employee of EVM since February 5, 1996. Prior to that
she served as Senior Audit Manager and Audit Manager - Financial Services
Industry Practice with Deloitte & Touche LLP from 1987-1996. She has also served
as an officer of various investment management companies managed by EVM and/or
BMR.
The Fund is governed by Maryland corporate law while the Trust is
governed by Massachusetts business trust law. Massachusetts business trust law
is silent as to most aspects of trust governance and operation. The governance
and operation of a Massachusetts business trust, therefore, is guided by the
Trust's Declaration of Trust and By-Laws. Maryland corporate law, on the other
hand, contains detailed provisions regarding the governance and operation of a
corporation to which a Maryland corporation must adhere. The Fund is also
subject to certain requirements set forth in its Articles and By-Laws. While
there are many similarities with respect to the governance and operation of the
Trust and the Fund, there are some material differences. Some of these are set
forth below:
(i) Liability.
Massachusetts business trusts do not have a statutory prohibition
against personal liability of shareholders and directors for the obligations of
the trust. The Declaration of Trust of the TRUST, however, provides that
shareholders will not be subject to any personal liability whatsoever with
respect to any actions or obligations of the trust. The Declaration of Trust
further provides that Trustees, officers and employees of the Trust will have no
personal liability with respect to obligations of the trust, although Trustees
and officers may be liable if they act in bad faith. The By-Laws of the Trust
also provide for the indemnification of shareholders, trustees, officers and
employees in the event they are deemed liable for any acts or obligations of the
trust. Such indemnification will not apply to trustees, officers and employees
if their liability is a result of actions they have taken in bad faith.
Maryland law has a statutory prohibition against personal liability of
shareholders for the obligations of a Maryland corporation. The FUND'S Articles
further provide that the Fund will indemnify directors and officers in the event
they are deemed liable for the acts or obligations of the Fund unless their
liability is a result of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of their office.
5
<PAGE>
(ii) Redemptions of Shares.
The TRUST'S Declaration of Trust provides that shares of the Trust are
redeemable at such time and in such manner as the trustees determine from time
to time.
The FUND'S Articles provide that the Directors may cause redemptions at
net asset value of shares of any shareholder if such shareholder has had shares
of a class or series having an aggregate net asset value of $500 or less in his
or her account. The Fund must provide at least sixty days prior written notice
of the proposed redemption.
(iii) Termination.
The TRUST or any series or class thereof may be terminated as follows:
(1) by the affirmative vote of the holders of not less than two-thirds of the
shares outstanding and entitled to vote at any meeting of shareholders of the
Trust or the appropriate series or class thereof, or by an instrument or
instruments in writing without a meeting, consented to by the holders of
two-thirds of the shares of the Trust of a series or class thereof, provided,
however, that if such termination is recommended by the Trustees, then by the
vote of a majority of the outstanding voting securities of the Trust or series
or class thereof entitled to vote thereon; or (2) by means of an instrument in
writing signed by a majority of the Trustees, to be followed by a written notice
to shareholders stating that a majority of the Trustees has determined that the
continuation of the Trust or series or class thereof is not in the best interest
of the Trust, such series or class or of their respective shareholders.
Maryland law provides that the Fund may be dissolved upon authorization
by vote of a majority of the Board of Directors and a vote of a majority of the
shares outstanding and entitled to vote on the matter. The Fund's Articles
further provide that, without the vote of the shares of any class (unless
shareholder approval is otherwise required by applicable law), the Fund may, if
so determined by the Board of Directors redeem all the outstanding shares of a
class.
(iv) Merger, Consolidation, Sale of Assets.
The TRUST'S Declaration of Trust provides that a series of the Trust
may merge or consolidate with any other entity or may sell, lease or exchange
all or substantially all of its property or may sell and convert all of its
assets into money when and as authorized by the Trustees without the
authorization, vote or consent of shareholders.
Maryland law requires that the Fund may merge, consolidate, transfer
its assets or have its shares exchanged upon the vote of a majority of the
Directors and the vote of two-thirds of all the votes entitled to be cast on the
matter unless the Fund's Articles provide for a lower vote. The Fund's Articles
effectively provide that only a vote of a majority of the shares outstanding and
entitled to vote at a meeting called for the purpose will be necessary to
approve such a transaction.
6
<PAGE>
(v) Charter Amendments.
The TRUST'S Declaration of Trust states that the Trustees can amend
such Declaration of Trust without shareholder approval to change the name of the
Trust or any series of the Trust, to make the Trust conform to federal or state
laws and to make any changes which do not have a material adverse effect on the
financial interests of shareholders. Otherwise, a majority of the outstanding
shares affected by the amendment must approve it.
Maryland law requires that any amendments to the FUND'S Articles,
except for name changes, be approved by a majority of the shares outstanding.
(vi) Issuance of Shares.
The TRUST'S Declaration of Trust provides that the number of shares the
Trust may issue is unlimited and the Trustees have the ability to issue shares
without shareholder approval.
Maryland law requires the FUND to state specifically the number of
shares it is authorized to issue and also requires that the shareholders approve
any issuance of shares unless, as is the case with the Fund, the Articles
specifically state that such authorization is not required and certain minimum
consideration is received for the shares.
(vii) Delegation.
The Trustees of the TRUST may delegate any of their authority to
committees of the Board. The Directors of the FUND are limited in the authority
they can delegate.
RELATED AGREEMENTS
If shareholders of the Fund approve the Reorganization Agreement, the
Trust, on behalf of the Successor Fund, will enter into contracts which are
substantially identical to the Fund's currently effective contracts. These
contracts will include an Administration Agreement with EVM and a Transfer
Agency Agreement with First Data. Custody and distribution services will
continue to be provided to the Successor Fund by Investors Bank & Trust Company
and Eaton Vance Distributors, Inc. (with its principal office located at 24
Federal Street, Boston, Massachusetts 02110), respectively, pursuant to the
Trust's Custodian Agreement and Distribution Agreement. The terms of these
agreements are substantially similar to those contained in the Fund's Custodian
Agreement and Distribution Agreement. The Fund will continue to rely on the
investment advisory services provided by BMR (with its principal office located
at 24 Federal Street, Boston, Massachusetts 02110) to the Worldwide Health
Sciences Portfolio, an open-end investment management company with the same
investment objective as the Fund into which the Fund invests its assets. The
Fund has not retained the services of an investment adviser. This arrangement
will continue after the Reorganization. Coopers & Lybrand LLP, the Fund's
current independent auditors, will continue to serve as the independent auditors
to the Successor Fund as well as the Existing Series of the Trust. In addition,
the Trustees of the Trust have adopted a Distribution Plan for the Successor
Fund which is substantially identical to the Fund's current distribution plan.
7
<PAGE>
The fee schedules for services provided to the Successor Fund under the
agreements described above will be identical to those in effect for the Fund
before its Reorganization.
POST-REORGANIZATION CHANGES
Separate from the reorganization described above, the Directors have
approved converting the Successor Fund to a multiple-class fund. This entails
dividing the shares of the Successor Fund into multiple classes and renaming the
Fund "Eaton Vance Worldwide Health Sciences Fund." Successor Fund shareholders
would hold shares of the Fund designated "Class A" shares of an existing series
fund of Eaton Vance Growth Trust, EV Marathon Worldwide Health Sciences Fund,
would become Class B shares. Additional classes could be offered in the future.
The foregoing will conform the Successor Fund to the structure being adopted for
the Eaton Vance Group of Funds as a whole.
The multiple-class structure for the Successor Fund will slightly lower
overall Fund expenses, primarily from savings due to reduced accounting fees and
audits. The conversion to the multiple-class structure will not change the value
or cost basis of existing shareholders' investments, and will not change fund
net asset values per share. Likewise, the proposed conversion will not
materially change shareholder voting rights. It is possible that some
shareholders could, in the future, receive different distributions of realized
capital gains than would be the case if the restructuring did not occur. This
result could occur because allocation of a master fund's current unrealized
capital gains will be different under multiple-class accounting rules than has
been the case under the partnership accounting of the current structure. The
actual realization of capital gains in the future remains uncertain and depends
not only on the investment adviser's decisions but also on the fluctuating
market valuation of specific securities. As of April 30, 1997, if all unrealized
gains were realized then the Fund's distribution would be reduced by .70 cents
per share. This amount may be more or less on August 31, 1997.
Shareholders should realize that approval of Proposal 1 will result in
the Fund's successor being converted to a multiple-class fund.
BOARD OF DIRECTORS' RECOMMENDATION
Based on the considerations discussed above, at a meeting held on June
23, 1997, the Directors of the Fund unanimously approved the Reorganization
Agreement and determined that the Reorganization (i) is in the best interests of
the Fund, and (ii) will not result in dilution of the interests of the
shareholders of the Fund. In addition, the Directors unanimously voted to
recommend to the shareholders of the Fund that they approve the Reorganization
Agreement and the transactions contemplated thereunder.
The affirmative vote of a majority of the shares of the Fund
outstanding and entitled to vote is required at a meeting called for the purpose
of considering the Reorganization. All shares of the Fund will be voted together
as a single class. If the Shareholders of the Fund do not approve the
Reorganization Agreement, the Fund will retain its present status.
If a broker or nominee holding shares in "street name" indicates on the
proxy card that it does not have discretionary authority to vote on the
Reorganization Agreement (i.e., a broker non-vote), those shares will not be
considered present at the meeting and entitled to vote with respect to the
proposed Reorganization Agreement. For purposes of determining whether the
Reorganization Agreement has been adopted, shares which abstain from voting and
broker non-votes have the same effect as a vote against the Reorganization
Agreement because such shares are considered to be outstanding shares.
8
<PAGE>
THE DIRECTORS OF THE FUND UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS
APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION PROVIDING FOR THE
REORGANIZATION OF THE FUND TO BECOME A SERIES OF THE TRUST.
NOTICE TO BANKS AND BROKER/DEALERS
The Fund has 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: First Data Investor Services Group,
Eaton Vance Group of Funds, Proxy Department, P.O. Box 9122, Hingham, MA
02043-9717.
ADDITIONAL INFORMATION
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 the Fund will be borne by the Fund. Proxies will be solicited by
mail and may be solicited in person or by telephone or telegraph by officers of
the Fund, 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 the Fund's officers, by its transfer
agent, First Data, or by broker-dealer firms, in person, by telephone or by
telegraph will be borne by the Fund. The Fund will reimburse banks,
broker-dealer firms, and other persons holding 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.
Shares of the Fund represented in person or by proxy (including shares
which abstain or do not vote with respect to the Reorganization Agreement) will
be counted for purposes of determining whether a quorum is present at the
meeting. In the event that sufficient votes by the shareholders of the Fund in
favor of the Proposal set forth in the Notice of this meeting are not received
by August 20, 1997, the persons named as attorneys in the enclosed proxy may
propose one or more adjournments of the meeting to permit further solicitation
of proxies. A shareholder vote may be taken on the Proposal 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 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 Fund.
9
<PAGE>
The Fund will furnish, without charge, a copy of the Fund's Annual
Report and its most recent Semi-Annual Report to any shareholder upon request.
Shareholders desiring to obtain a copy of such reports should direct all written
requests to: Alan R. Dynner, Secretary, EV Traditional Worldwide Health Sciences
Fund, Inc., 24 Federal Street, Boston, Massachusetts 02110 or should call Eaton
Vance Shareholder Services at 1-800-225-6265.
Submission of Shareholder Proposals. The Fund does not hold annual
shareholders' meetings. Shareholders wishing to submit proposals for inclusion
in a proxy statement for a subsequent shareholders' meeting should send their
written proposals to: Alan R. Dynner, Secretary, EV Traditional Worldwide Health
Sciences Fund, Inc., 24 Federal Street, Boston, Massachusetts 02110. Proposals
must be received in advance of a proxy solicitation to be included and the mere
submission of a proposal does not guarantee inclusion in the proxy statement
because certain federal securities law rules must be complied with.
EV TRADITIONAL WORLDWIDE
HEALTH SCIENCES FUND, INC.
June 27, 1997
10
<PAGE>
EXHIBIT A
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made this
23rd day of June, 1997, between EV Traditional Worldwide Health Sciences Fund,
Inc., a Maryland corporation (the "Corporation"), and Eaton Vance Growth Trust,
a Massachusetts business trust (the "Trust"), each with principal offices at 24
Federal Street, Boston, Massachusetts 02110.
1. PLAN OF REORGANIZATION AND LIQUIDATION
(a) The Corporation shall assign, sell, convey, transfer and deliver to a
new series of the Trust (the "Successor Fund") at the Closing provided for in
Section 2 (hereinafter called the "Closing") all of its then existing assets of
every kind and nature. In consideration therefor, the Trust, on behalf of the
Successor Fund, agrees that at the Closing (i) the Successor Fund shall assume
all of the Corporation's obligations and liabilities then existing, whether
absolute, accrued, contingent or otherwise, including all unpaid fees and
expenses of the Corporation in connection with the transactions contemplated
hereby and (ii) the Trust shall issue and deliver to the Corporation a number of
full and fractional shares of beneficial interest of the Successor Fund (the
"Successor Fund Shares"), which is equal to the number of full and fractional
shares of the Corporation then outstanding.
<PAGE>
(b) Upon consummation of the transactions described in paragraph (a) of
this Section 1, the Corporation shall distribute in complete liquidation pro
rata to its shareholders of record as of the Closing Date the Successor Fund
Shares received by the Corporation. Such distribution shall be accomplished by
the establishment of an account on the share record books of the Successor Fund
in the name of each shareholder of the Corporation representing a number of full
and fractional Successor Fund Shares equal to the number of shares of the
Corporation owned of record by the shareholder at the Closing Date.
(c) As promptly as practicable after the liquidation of the Corporation as
aforesaid, the legal existence of the Corporation shall be terminated.
2. CLOSING AND CLOSING DATE. The Closing shall occur at 4:00 p.m. on August
31, 1997 or at such later time and date as the parties may mutually agree (the
"Closing Date").
3. CONDITIONS PRECEDENT. The obligations of the Corporation, the Trust and
the Successor Fund to effect the transactions contemplated hereunder (the
"Reorganization") shall be subject to the satisfaction of each of the following
conditions:
(a) All such filings shall have been made with, and all such authorizations
and orders shall have been received from, the Securities and Exchange Commission
(the "SEC") and state securities commissions, including the Maryland Department
of Assessments and Taxation, as may be necessary to permit the parties to carry
out the transactions contemplated by this Agreement;
(b) Each party shall have received an opinion of counsel substantially to
the effect that for federal income tax purposes: (1) the acquisition of the
assets and assumption of the liabilities of the Corporation by the Successor
Fund in return for Successor Fund Shares, the distribution of such Successor
Fund Shares to the shareholders of the Corporation in complete liquidation of
the Corporation, and the termination of the Corporation will constitute a
"reorganization" within the meaning of Section 368(a)(1) of the Internal Revenue
Code of 1986, as amended (the "Code"), and the Successor Fund and the
Corporation will each be "a party to a reorganization" within the meaning of
Section 368(b) of the Code; (2) no gain or loss will be recognized by the
Corporation upon the transfer of all of its assets to the Successor Fund solely
in exchange for the Successor Fund Shares and the assumption by the Successor
Fund of the liabilities of the Corporation and the distribution by the
Corporation of such Successor Fund Shares to the shareholders of the
Corporation; (3) no gain or loss will be recognized by the Successor Fund upon
the receipt of all of the assets of the Corporation in exchange solely for
Successor Fund Shares and the assumption by the Successor Fund of the
liabilities of the Corporation; (4) the tax basis of the Successor Fund in
assets received from the Corporation will be the same as the tax basis of such
assets in the hands of the Corporation immediately prior to the transfer of such
assets to the Successor Fund; (5) the Successor Fund's tax holding period for
the assets acquired from the Corporation will include, in each instance, the
Corporation's tax holding period for those assets; (6) no gain or loss will be
recognized by the Corporation's shareholders upon the exchange of their shares
of the Corporation solely for Successor Fund Shares as part of the
reorganization; (7) the tax basis of the Successor Fund Shares received by the
Corporation's shareholders in the transaction will be, for each shareholder, the
same as the tax basis of the shares of the Corporation exchanged therefor; and
(8) the tax holding period of the Successor Fund Shares received by the
Corporation's shareholders will include, for each shareholder, the shareholder's
tax holding period for the shares of the Corporation surrendered therefor,
provided that the surrendered shares were held as capital assets in the hands of
the Corporation's shareholders on the date of the exchange. The opinion may
cover any additional matters deemed material by such counsel;
(c) This Agreement and the Reorganization shall have been adopted and
approved by the affirmative vote of the holders of a majority of the shares of
the Corporation outstanding and entitled to vote. All shares of the Corporation
will be voted together as a single class.
(d) The Trust, on behalf of the Successor Fund, shall have entered into an
Administrative Services Agreement with Eaton Vance Management, a Transfer Agency
Agreement with First Data Investor Services Group, and a Distribution Agreement
with Eaton Vance Distributors, Inc. Each such agreement shall be in each case
substantially identical in form and substance to those respective agreements in
effect at the Closing Date between the Corporation and said other parties. Each
such agreement shall have been approved by the Trustees of the Trust and, to the
extent required by law, by the Trustees of the Trust who are not "interested
persons" of the Trust as defined in the Investment Company Act of 1940;
(e) The Trustees of the Trust, including those Trustees of the Trust who
are not "interested persons" of the Trust as defined in the Investment Company
Act of 1940, shall have selected as auditors for the Successor Fund such
auditors as shall have been selected and ratified for the Corporation; and
(f) The Trust, on behalf of the Successor Fund, shall have adopted a
Distribution Plan pursuant to Rule 12b-1 under the Investment Company Act of
1940 substantially identical in form and substance to the Corporation's
Distribution Plan in effect at the Closing Date. The Successor Fund's
Distribution Plan shall be approved by the Trustees of the Trust in accordance
with Rule 12b-1.
At any time prior to the Closing, any of the foregoing conditions except
3(c) may be waived by the Board of Directors of the Corporation or the Board of
Trustees of the Trust if, in their judgment, such waiver will not have a
material adverse effect on the interests of the shareholders of the Corporation.
2
<PAGE>
4. AMENDMENT. This Agreement may be amended at any time by action of the
Directors of the Corporation and the Trustees of the Trust, notwithstanding
approval thereof by the shareholders of the Corporation, provided that no
amendment shall have a material adverse effect on the interests of the
shareholders of the Corporation.
5. TERMINATION. The Board of Directors of the Corporation or the Board of
Trustees of the Trust may terminate this Agreement and abandon the
Reorganization, notwithstanding approval thereof by the shareholders of the
Corporation, at any time prior to the Closing, if circumstances should develop
that, in their judgment, make proceeding with the Reorganization inadvisable.
6. LIMITATION OF LIABILITY OF THE DIRECTORS, TRUSTEES AND THE SHAREHOLDERS.
Copies of the Articles of Incorporation of the Corporation, as may be amended
from time to time, are on file with the Secretary of the State of Maryland, and
copies of the Declaration of Trust, as it may be amended from time to time, are
on file with the Secretary of the Commonwealth of Massachusetts, and notice is
hereby given of the limitation of shareholder liability as set forth in the laws
of Maryland and in each such instrument. The obligations assumed by the
Corporation and the Trust on behalf of the Successor Fund pursuant to this
Agreement shall be limited in all cases to the Corporation and the Trust on
behalf of the Successor Fund and their respective assets. None of the other
series of the Trust shall be liable for any obligations assumed by the Successor
Fund hereunder. No party named herein shall seek satisfaction of any obligation
hereunder from the shareholders or any shareholder of the Corporation, the Trust
or the Successor Fund. No party named herein shall seek satisfaction of any such
obligation from the Trustees of the Trust or the Directors of the Corporation or
any individual Trustee or Director.
This Agreement shall be executed in any number of counterparts each of
which shall be deemed to be an original, but all of such counterparts together
shall constitute only one instrument.
IN WITNESS WHEREOF, the parties have hereunto caused this Agreement to be
executed and delivered by their duly authorized officers as of the day and year
first above written.
EV TRADITIONAL WORLDWIDE HEALTH
SCIENCES FUND, INC.
Attest: By:
------------------------- --------------------------------
Secretary President
EATON VANCE GROWTH TRUST
Attest: By:
------------------------- --------------------------------
Secretary President
3
<PAGE>
EV TRADITIONAL WORLDWIDE THIS PROXY IS SOLICITED ON BEHALF
HEALTH SCIENCES FUND, INC. OF THE BOARD OF DIRECTORS OF
PROXY EV TRADITIONAL WORLDWIDE HEALTH
SCIENCES FUND, INC.
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, revoking previous proxies
for such shares, hereby appoints James B. Hawkes, Alan R. Dynner and Eric G.
Woodbury, or any one of them, attorneys of the undersigned with full power of
substitution, to vote all shares of EV Traditional Worldwide Health Sciences
Fund, Inc. (the "Fund") which the undersigned is entitled to vote at the Special
Meeting of Shareholders to be held on August 20, 1997 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 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.
- --------------------------------------------
- --------------------------------------------
DATED: -------------------------------, 1997
PLEASE SIGN EXACTLY AS YOUR NAME OR NAMES APPEAR ON THE RIGHT.
<PAGE>
THE DIRECTORS RECOMMEND A VOTE IN FAVOR OF PROPOSAL (1).
1. To approve an Agreement and Plan of FOR__ AGAINST__ ABSTAIN__
Reorganization between EV Traditional
Worldwide Health Sciences Fund, Inc.
(the "Fund") and Eaton Vance Growth
Trust (the "Trust")providing for the
transfer of all of the assets of the Fund
to a new series of the Trust (the
"Successor Fund") in exchange solely for
shares of beneficial interest ("Successor
Shares") of the Successor Fund and the
assumption by the Successor Fund of all the
liabilities of the Fund and the distribution
of Successor Shares by the Fund to the Fund's
shareholders in liquidation of the Fund.
2. To act upon such other matters as may properly
come before the Meeting or any adjournment thereof.
