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EV MARATHON GOLD
& NATURAL RESOURCES FUND
24 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
July 14, 1995
Dear Shareholder:
You are cordially invited to attend a Special Meeting of Shareholders of EV
Marathon Gold & Natural Resources Fund (the "Fund") to be held at the offices of
the Fund, 24 Federal Street, Boston, Massachusetts 02110 at 11:00 a.m. (Boston
time) on August 30, 1995.
At this meeting you will be asked to consider an Agreement and Plan of
Reorganization under which the Fund will be reorganized to become a series fund
of Eaton Vance Growth Trust. The proposed Reorganization is intended to help the
Fund reduce operating costs, which may enhance long-term returns. 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 Trustees recommend that you vote in favor of the proposed Reorganization.
The Trustees unanimously approved the Agreement and Plan of Reorganization and
determined that the Reorganization is in the best interest of the Fund and will
not result in dilution of the interest 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
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EV MARATHON GOLD
& NATURAL RESOURCES FUND
24 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 30, 1995
To the Shareholders of EV Marathon Gold & Natural Resources Fund
A Special Meeting of Shareholders of the EV Marathon Gold & Natural Resources
Fund (the "Fund") will be held at the offices of the Fund, 24 Federal Street,
Boston, Massachusetts 02110, on
August 30, 1995 at 11:00 a.m. (Boston time), for the following purposes:
(1) To consider and act upon a proposal to approve an Agreement and Plan of
Reorganization (the "Agreement") pursuant to which the Fund will be reorganized
to become a series fund of Eaton Vance Growth Trust (the "Trust"), a
Massachusetts business trust.
(2) 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.
YOUR TRUSTEES RECOMMEND THAT YOU VOTE IN FAVOR OF ITEM (1)
The Trustees have fixed the close of business on July 5, 1995 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 Trustees,
Thomas Otis, Secretary
July 14, 1995
IMPORTANT - Shareholders can help the Trustees 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.
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EV MARATHON GOLD
& NATURAL RESOURCES FUND
24 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
July 14, 1995
PROXY STATEMENT
FOR THE SPECIAL MEETING OF SHAREHOLDERS
A proxy is enclosed with the foregoing Notice of the Special Meeting of the
Shareholders of EV Marathon Gold & Natural Resources Fund (the "Fund"), to be
held on August 30, 1995, for the benefit of shareholders who do not expect to be
present at the meeting. This proxy is solicited on behalf of the Trustees 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, The Shareholder Services Group,
Inc., BOS725, P.O. Box 1559, Boston, MA 02104, 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 July 14, 1995.
The Trustees have fixed the close of business on July 5, 1995, 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 July 5, 1995, the number of shares of beneficial interest of the Fund
outstanding was 932,342.795.
As of July 5, 1995, Merrill Lynch, Pierce Fenner & Smith, Jacksonville, FL,
held of record the following percentage of the outstanding shares of the Fund:
11.7%. To the knowledge of the Fund, no other person owns (of record or
beneficially) more than 5% of its outstanding shares.
The Trustees 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.
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PROPOSAL: TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION PROVIDING FOR THE
REORGANIZATION OF THE FUND TO BECOME A SERIES FUND OF EATON VANCE GROWTH TRUST
GENERAL
The Trustees 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") as a new series of Eaton Vance Growth Trust (the
"Trust").
The Trust is a registered open-end, management investment company organized as
a Massachusetts business trust on May 25, 1989, and is the successor to a
Massachusetts corporation which commenced its investment company operations in
1954. 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 holders 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 a new
series of the Trust, i.e., the Successor Fund. The name of the Fund will be the
same. EXCEPT FOR REORGANIZING THE FUND AS A SERIES OF THE TRUST, THE
REORGANIZATION WILL NOT RESULT IN ANY CHANGES IN THE INVESTMENT 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 AND TO REDUCE THE OPERATING EXPENSES OF THE FUND BY
ACHIEVING ADDITIONAL ECONOMIES OF SCALE. Specifically, it is anticipated that
the Fund, coupled with a change in its fiscal year end to conform it to that of
the Existing Series of the Trust, will incur slightly lower registration,
printing, legal and accounting expenses if the Fund is organized as a series of
the Trust. Over time, these savings should have a positive effect on the Fund's
total return.
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Eaton Vance Management ("EVM"), with its principal office located at 24 Federal
Street, Boston, Massachusetts 02110, serves as the investment adviser 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 Investment Advisory Agreement. Expenses for which the Fund is responsible
include, without limitation, fees and expenses of its custodian and 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; and legal and
accounting expenses; expenses of issue, sale, repurchase and redemption of
shares; expenses incurred in purchasing investment securities; taxes and
interest; registration of the Corporation under the Act; and governmental fees.
The Fund Trustees have determined that the expense reductions resulting from
the Reorganization would benefit shareholders of the Fund. These expense
reductions will be attributable to, among other things, lower annual state
registration fees and lower filing, printing and distribution costs, especially
if prospectuses, shareholder reports and other disclosure documents of the Fund
should be combined with those of the Existing Series in the Trust (such
combinations are not currently planned for this Fund). In addition, in any given
year, fees payable to the Securities and Exchange Commission ("SEC") to register
shares of the Successor Fund may be reduced as a result of the ability of the
Successor Fund (1) to offset redemptions of Trust shares against new sales of
Successor Fund Shares and (2) to issue shares which already have been registered
with the SEC under the Trust's registration statement. In any year in which this
occurs, the Successor Fund will not have to incur any additional registration
fee for such shares. It is also expected that the Reorganization may result in
slightly lower annual legal and accounting expenses.
BASED ON THE ANTICIPATED INCREASE IN ADMINISTRATIVE EFFICIENCY AND REDUCTIONS
IN THE EXPENSES OF THE FUND, THE BOARD OF TRUSTEES OF THE FUND HAS DETERMINED
THAT THE PROPOSED REORGANIZATION WOULD BE IN THE BEST INTEREST OF THE FUND AND
ITS SHAREHOLDERS. The Trustees of the Fund believe that it is in the Fund's
interest to reduce its gross annual operating expense ratios to the lowest
possible level. The Trustees believe that it is generally beneficial to the Fund
to improve the efficiency and reduce the annual cost of the Fund's operations
and that the Fund will ultimately benefit from the Reorganization.
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.
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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, 1995. 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 shareholder's
beneficial interest in the Successor Fund Shares and in exchange for that
shareholder's Fund shares. The existence of 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.
If, at any time prior to the Closing Date, the Board of Trustees of the Fund or
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
Trustees of the Fund or 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, The Shareholder Services Group, Inc. ("TSSG"), 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.
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EXPENSES OF THE 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 $20,000.
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,
Hale and Dorr, 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.
GOVERNANCE OF THE TRUST AND THE FUND
The officers and Trustees of the Trust are currently identical to the officers
and Trustees of the Fund, except with respect to M. Dozier Gardner who is a Vice
President of the Trust, but not of the Fund.
Mr. Gardner serves or has served during the last five years as President and
Chief Executive Officer of EVM, Boston Management Research (BMR), Eaton Vance,
Inc. and Eaton Vance Corp. ("EVC"), parent of EVM. He has also served as
director, trustee and/or officer of various investment management companies
managed by EVM and/or BMR.
The terms and provisions of the Trust's Declaration of Trust are identical, in
all material respects, with those of the Fund's Declaration of Trust, except
with respect to certain shareholder approval provisions as follows: in the event
of a merger or consolidation or the sale, lease or exchange of all or
substantially all of its assets, (i) the Trust's Declaration of Trust requires
that the subject transaction
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be approved by a majority of the Trust's Trustees and by the vote of a majority
of the outstanding voting shares of the Trust. The Trust's Declaration of Trust
defines "majority of outstanding voting shares" as equal to the lesser of (A) 67
percent or more of the shares present at the meeting called to decide the issue,
if the holders of more than 50 percent of the shares of the Trust are present or
represented by proxy, or (B) more than 50 percent of the outstanding shares of
the Trust; and (ii) the Fund's Declaration of Trust requires that the subject
transaction be approved by a majority of the Fund's Trustees and at a
shareholder meeting called for the purpose by the affirmative vote of the
holders of two-thirds of the Fund's shares outstanding and entitled to vote, or
by written consent of two- thirds of such shareholders, except that if the
subject transaction is recommended by the Fund's Trustees, the vote or written
consent of the holders of a majority of the Fund's shares outstanding and
entitled to vote is required.
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 Investment Advisory Agreement with EVM and a Transfer Agency
Agreement with TSSG. 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. Deloitte & Touche 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 (the "Distribution Plan") for the
Successor Fund which is substantially identical to the Fund's current
distribution plan.
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. On the Closing Date, before distributing Successor
Fund Shares to its shareholders, the Fund, as the sole shareholder of the
Successor Fund, will vote to approve the Successor Fund's Investment Advisory
Agreement and the Distribution Plan.
BOARD OF TRUSTEES' RECOMMENDATION
Based on the considerations discussed above, at a meeting held on June 19,
1995, the Trustees of the Fund unanimously approved the adoption of the
Reorganization Agreement and determined that the Reorganization (i) is in the
best interest of the Fund and (ii) will not result in dilution of the interest
of the share-
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holders of the Fund. In addition, the Trustees unanimously voted to recommend to
the shareholders of the Fund that they approve the Reorganization Agreement and
the transactions contemplated thereunder.
As the Trustees of the Fund have recommended that the Fund's shareholders
approve the Reorganization Agreement, the affirmative vote of a majority of the
shares of the Fund outstanding and entitled to vote is required. 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, and the Board of Trustees of the Fund will consider other
arrangements for restructuring and reducing the expenses of the Fund.
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.
Accordingly, an abstention from voting has the same effect as a vote against the
Reorganization Agreement. However, 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, those shares will not be
considered present at the meeting and entitled to vote with respect to the
proposed Reorganization Agreement. Therefore, for purposes of determining
whether the Reorganization Agreement has been adopted, a "broker non-vote" has
the same effect as a vote against the Reorganization Agreement because shares
represented by a "broker non-vote" are considered to be outstanding shares.
THE TRUSTEES 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 FUND 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: The Shareholder Services Group, Inc., 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 Trustees
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
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may be solicited by the Fund's officers, by EVM's personnel, by the Fund's
transfer agent, TSSG, 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.
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
30, 1995, 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.
The Fund will furnish, without charge, a copy of the Fund's Annual Report and
its most recent Semi-Annual Report succeeding the Annual Report to any
shareholder upon request. Shareholders desiring to obtain a copy of such reports
should direct all written requests to: Thomas Otis, Secretary, EV Marathon Gold
& Natural Resources Fund, 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: Thomas Otis, Secretary, EV Marathon Gold & Natural
Resources Fund, 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. If the
Reorganization contemplated by the Proposal is approved, the Fund will not hold
any further shareholder meetings.
EV MARATHON GOLD
& NATURAL RESOURCES FUND
July 14, 1995
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EXHIBIT A
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made this 19th
day of June, 1995, between EV Marathon Gold & Natural Resources Fund (the
"Fund"), a Massachusetts business trust, and Eaton Vance Growth Trust, a
Massachusetts business trust (the "Trust"), both with principal offices at 24
Federal Street, Boston, Massachusetts 02110.
1. PLAN OF REORGANIZATION AND LIQUIDATION
(a) The Fund 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
Fund's obligations and liabilities then existing, whether absolute, accrued,
contingent or otherwise, including all unpaid fees and expenses of the Fund in
connection with the transactions contemplated hereby and (ii) the Trust shall
issue and deliver to the Fund 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 Fund then
outstanding.
(b) Upon consummation of the transactions described in paragraph (a) of this
Section 1, the Fund shall distribute in complete liquidation pro rata to its
shareholders of record as of the Closing Date the Successor Fund Shares received
by the Fund. 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 Fund representing a number of full and fractional Successor
Fund Shares equal to the number of shares of the Fund owned of record by the
shareholder at the Closing Date.
(c) As promptly as practicable after the liquidation of the Fund as aforesaid,
the legal existence of the Fund shall be terminated.
2. CLOSING AND CLOSING DATE. The Closing shall occur at 4:00 p.m. on August 31,
1995 or at such later time and date as the parties may mutually agree (the
"Closing Date").
3. CONDITIONS PRECEDENT. The obligations of the Fund, 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
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(the "SEC") and state securities commissions 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 Fund by the Successor Fund in return
for Successor Fund Shares, the distribution of such Successor Fund Shares to the
shareholders of the Fund in complete liquidation of the Fund, and the
termination of the Fund 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 Fund 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 Fund 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 Fund and the distribution by the Fund
of such Successor Fund Shares to the shareholders of the Fund; (3) no gain or
loss will be recognized by the Successor Fund upon the receipt of all of the
assets of the Fund in exchange solely for Successor Fund Shares and the
assumption by the Successor Fund of the liabilities of the Fund; (4) the tax
basis of the Successor Fund in assets received from the Fund will be the same as
the tax basis of such assets in the hands of the Fund 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 Fund will include, in each
instance, the Fund's tax holding period for those assets; (6) no gain or loss
will be recognized by the Fund's shareholders upon the exchange of their shares
of the Fund solely for Successor Fund Shares as part of the reorganization; (7)
the tax basis of the Successor Fund Shares received by the Fund's shareholders
in the transaction will be, for each shareholder, the same as the tax basis of
the shares of the Fund exchanged therefor; and (8) the tax holding period of the
Successor Fund Shares received by the Fund's shareholders will include, for each
shareholder, the shareholder's tax holding period for the shares of the Fund
surrendered therefor, provided that the surrendered shares were held as capital
assets in the hands of the Fund'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 Fund
outstanding and entitled to vote. All shares of the Fund will be voted together
as a single class.
(d) The Trust, on behalf of the Successor Fund, shall have entered into an
Investment Advisory Agreement with Eaton Vance Management, a Transfer Agency
Agreement with The Shareholder Services Group, Inc., 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
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agreements in effect at the Closing Date between the Fund 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. The Investment Advisory Agreement shall also have been approved by the
Fund as the sole shareholder of the Successor Fund prior to the consummation of
the Reorganization; and
(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 Fund. Such selection shall have
been ratified by the Fund as the sole shareholder of the Successor Fund prior to
the consummation of the Reorganization; 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 Fund'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 and by
the Fund, as the sole shareholder of the Successor Fund prior to the
consummation of the Reorganization.
At any time prior to the Closing, any of the foregoing conditions except 3(c)
may be waived by the Board of Trustees of the Fund or of the Trust if, in their
judgment, such waiver will not have a material adverse effect on the interests
of the shareholders of the Fund.
4. AMENDMENT. This Agreement may be amended at any time by action of the
Trustees of the Fund and the Trustees of the Trust, notwithstanding approval
thereof by the shareholders of the Fund, provided that no amendment shall have a
material adverse effect on the interests of the shareholders of the Fund.
5. TERMINATION. The Board of Trustees of the Fund or of the Trust may terminate
this Agreement and abandon the Reorganization, notwithstanding approval thereof
by the shareholders of the Fund, 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 TRUSTEES AND THE SHAREHOLDERS. Copies of the
Declarations of Trust of the Fund and the Trust, each 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 each such instrument. The obligations assumed by the
Fund and the Trust on behalf of the Successor Fund pursuant to this Agreement
shall be limited in all cases to the Fund 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
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<PAGE>
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 Fund, 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 Fund or any individual Trustee.
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 MARATHON GOLD &
NATURAL RESOURCES FUND
Attest:
By: /s/ Eric G. Woodbury _____________By: /s/ James B. Hawkes
Assistant Secretary President
EATON VANCE GROWTH TRUST
Attest:
By: /s/ Eric G. Woodbury _____________By: /s/ James B. Hawkes
Assistant Secretary President
A-4
<PAGE>
08
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
EV MARATHON GOLD & NATURAL RESOURCES FUND THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF TRUSTEES OF THE FUND
PROXY
</TABLE>
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, revoking previous proxies
for such shares, hereby appoints James B. Hawkes, H. Day Brigham, Jr. and Thomas
Otis, or any one of them, attorneys of the undersigned with full power of
substitution, to vote all shares of EV Marathon Gold & Natural Resources Fund
(the "Fund") which the undersigned is entitled to vote at the Special Meeting of
Shareholders to be held on August 30, 1995 at the principal office of the Fund,
24 Federal Street, Boston, Massachusetts 02110, at 11:00 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: , 1995
PLEASE SIGN EXACTLY AS YOUR NAME OR NAMES APPEAR ON THE LEFT.
/ / 08
<PAGE>
THE TRUSTEES RECOMMEND A VOTE IN FAVOR OF PROPOSAL (1).
<TABLE>
<CAPTION>
<S> <C> <C>
1. TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION BETWEEN THE FUND AND EATON VANCE GROWTH TRUST (THE FOR / /
"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, 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.
<CAPTION>
<S> <C> <C>
1. AGAINST / / ABSTAIN / /
2.
</TABLE>
