-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B9ADtIho4Xi9uzB9013hCPGEt8e7PHMxsixMMYcFfA5S48IrZfgGcRC6kf2I114L K9DwjdAX5xj0fiChEp5PJg== 0000950123-09-053065.txt : 20091026 0000950123-09-053065.hdr.sgml : 20091026 20091026134345 ACCESSION NUMBER: 0000950123-09-053065 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090831 FILED AS OF DATE: 20091026 DATE AS OF CHANGE: 20091026 EFFECTIVENESS DATE: 20091026 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WORLDWIDE HEALTH SCIENCES PORTFOLIO CENTRAL INDEX KEY: 0001017967 IRS NUMBER: 043324647 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-07723 FILM NUMBER: 091136458 BUSINESS ADDRESS: STREET 1: THE EATON VANCE BUILDING STREET 2: 255 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 617-482-8260 MAIL ADDRESS: STREET 1: THE EATON VANCE BUILDING STREET 2: 255 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 0001017967 S000005255 WORLDWIDE HEALTH SCIENCES PORTFOLIO C000014307 WORLDWIDE HEALTH SCIENCES PORTFOLIO N-CSR 1 b77739a1nvcsr.htm EATON VANCE WORLDWIDE HEATH SCIENCE PORTFOLIO Eaton Vance Worldwide Heath Science Portfolio
Table of Contents

 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act File Number: 811-07723
Worldwide Health Sciences Portfolio
(Exact Name of registrant as Specified in Charter)
Two International Place, Boston, Massachusetts 02110
(Address of Principal Executive Offices)
Maureen A. Gemma
Two International Place, Boston, Massachusetts 02110
(Name and Address of Agent for Services)
(617) 482-8260
(registrant’s Telephone Number)
August 31
Date of Fiscal Year End
August 31, 2009
Date of Reporting Period
 
 

 



Table of Contents

Worldwide Health Sciences Portfolio as of August 31, 2009
 
PORTFOLIO OF INVESTMENTS
 
                             
Common Stocks — 95.60%
 
                Percentage of
     
Security   Shares     Value     Net Assets      
 
 
 
Major Capitalization - Europe — 16.13%(1)
 
Merck KGaA
    368,000     $ 33,403,259       2.85 %    
Novartis AG
    846,000       39,299,335       3.35      
Roche Holding AG
    325,000       51,764,580       4.41      
Shire PLC ADR
    832,600       41,263,656       3.52      
Teva Pharmaceutical Industries, Ltd. ADR
    455,000       23,432,500       2.00      
 
 
            $ 189,163,330       16.13 %    
 
 
 
 
Major Capitalization - Far East — 3.34%(1)
 
Shionogi & Co., Ltd. 
    1,600,000     $ 39,117,184       3.34 %    
 
 
            $ 39,117,184       3.34 %    
 
 
 
 
Major Capitalization - North America — 39.58%(1)
 
Allergan, Inc. 
    465,000     $ 26,002,800       2.22 %    
Amgen, Inc.(2)
    692,000       41,340,080       3.52      
Baxter International, Inc. 
    653,000       37,168,760       3.17      
Biogen Idec, Inc.(2)
    719,000       36,100,990       3.08      
Bristol-Myers Squibb Co. 
    1,621,000       35,872,730       3.06      
Covidien, Ltd. 
    610,000       24,137,700       2.06      
Genzyme Corp.(2)
    860,000       47,910,600       4.09      
Gilead Sciences, Inc.(2)
    950,000       42,807,000       3.65      
Johnson & Johnson
    1,000,000       60,440,000       5.15      
St. Jude Medical, Inc.(2)
    180,000       6,937,200       0.59      
Thermo Fisher Scientific, Inc.(2)
    586,000       26,493,060       2.26      
Vertex Pharmaceuticals, Inc.(2)
    1,150,000       43,021,500       3.67      
Wyeth
    750,000       35,887,500       3.06      
 
 
            $ 464,119,920       39.58 %    
 
 
 
 
Small & Mid Capitalization -Europe — 4.51%(1)
 
Elan Corp. PLC ADR(2)
    3,800,000     $ 27,474,000       2.34 %    
Genmab AS(2)
    302,900       8,559,205       0.73      
Nobel Biocare Holding AG
    550,000       16,848,819       1.44      
 
 
            $ 52,882,024       4.51 %    
 
 
 
 
Small & Mid Capitalization - Far East — 6.21%(1)
 
Nichi-Iko Pharmaceutical Co., Ltd. 
    735,000     $ 25,519,596       2.18 %    
Sawai Pharmaceutical Co., Ltd. 
    410,000       23,631,564       2.01      
Towa Pharmaceutical Co., Ltd. 
    470,000       23,665,844       2.02      
 
 
            $ 72,817,004       6.21 %    
 
 
 
Small & Mid Capitalization - North America — 25.83%(1)
 
Alexion Pharmaceuticals, Inc.(2)
    650,000     $ 29,341,000       2.50      
Align Technology, Inc.(2)
    1,591,900       21,331,460       1.82      
Allos Therapeutics, Inc.(2)
    1,692,900       12,442,815       1.06      
BioMarin Pharmaceutical, Inc.(2)
    1,302,000       21,443,940       1.83      
Cubist Pharmaceuticals, Inc.(2)
    910,900       18,837,412       1.61      
Dendreon Corp.(2)
    580,000       13,554,600       1.16      
Endo Pharmaceuticals Holdings, Inc.(2)
    1,739,800       39,267,286       3.35      
Genomic Health, Inc.(2)
    663,100       13,268,631       1.13      
Gen-Probe, Inc.(2)
    602,300       23,218,665       1.98      
InterMune, Inc.(2)
    989,900       15,026,682       1.28      
Masimo Corp.(2)
    707,100       17,762,352       1.52      
Mylan, Inc.(2)
    1,350,000       19,804,500       1.69      
NPS Pharmaceuticals, Inc.(2)
    2,600,000       10,842,000       0.92      
OSI Pharmaceuticals, Inc.(2)
    575,000       19,216,500       1.64      
United Therapeutics Corp.(2)
    300,000       27,453,000       2.34      
 
 
            $ 302,810,843       25.83 %    
 
 
             
Total Common Stocks
           
(identified cost $1,031,238,590)
  $ 1,120,910,305              
 
 
                             
                             
Convertible Preferred Stocks — 1.66%
 
                Percentage of
     
Security   Shares     Value     Net Assets      
 
 
 
Small & Mid Capitalization - North America — 1.66%(1)
 
Mylan, Inc., 6.50%
    20,000     $ 19,399,000       1.66 %    
 
 
            $ 19,399,000       1.66 %    
 
 
             
Total Convertible Preferred Stocks
           
(identified cost $16,575,000)
  $ 19,399,000              
 
 
 
                                             
Call Options — 0.00%
 
    Number of
    Strike
    Expiration
          Percentage of
     
Description   Contracts     Price     Date     Value     Net Assets      
 
 
 
Small & Mid Capitalization -
North America — 0.00%(1)
 
Orchid Cellmark, Inc.(2)(3)     1,600     $ 21.7       7/24/2011     $ 0       0.00 %    
Orchid Cellmark, Inc.(2)(3)     649       23.5       7/24/2011       13       0.00      

 
See notes to financial statements

17


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Worldwide Health Sciences Portfolio as of August 31, 2009
 
PORTFOLIO OF INVESTMENTS CONT’D
 
                                             
Call Options — 0.00%
 
    Number of
    Strike
    Expiration
          Percentage of
     
Description   Contracts     Price     Date     Value     Net Assets      
 
 
Small & Mid Capitalization -North America (continued)
 
                                             
Orchid Cellmark, Inc.(2)(3)     649     $ 8.05       9/29/2011     $ 0       0.00 %    
 
 
                            $ 13       0.00 %    
 
 
                     
Total Call Options (identified cost $0)
  $ 13              
 
 
 
                             
Short-Term Investments — 2.31%
 
    Interest
          Percentage of
     
Description   (000’s Omitted)     Value     Net Assets      
 
 
Cash Management Portfolio, 0.00%(4)
  $ 27,113     $ 27,112,724       2.31 %    
 
 
             
Total Short-Term Investments
           
(identified cost $27,112,724)
  $ 27,112,724              
 
 
             
Total Investments
           
(identified cost $1,074,926,314)
  $ 1,167,422,042       99.57 %    
 
 
                     
Other Assets, Less Liabilities
  $ 5,067,203       0.43 %    
 
 
                     
Net Assets
  $ 1,172,489,245       100.00 %    
 
 
 
ADR - American Depository Receipt
 
(1) Major Capitalization is defined as market value of $5 billion or more. Small & Mid Capitalization is defined as market value less than $5 billion.
 
(2) Non-income producing security.
 
(3) Security valued at fair value using methods determined in good faith by or at the direction of the Trustees.
 
(4) Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of August 31, 2009.

 
See notes to financial statements

18


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Worldwide Health Sciences Portfolio as of August 31, 2009
 
FINANCIAL STATEMENTS
 
Statement of Assets and Liabilities
 
             
As of August 31, 2009          
 
Assets
 
Unaffiliated investments, at value (identified cost, $1,047,813,590)
  $ 1,140,309,318      
Affiliated investment, at value (identified cost, $27,112,724)
    27,112,724      
Dividends receivable
    513,250      
Receivable for investments sold
    6,556,195      
Tax reclaims receivable
    3,922,138      
 
 
Total assets
  $ 1,178,413,625      
 
 
             
             
 
Liabilities
 
Payable for investments purchased
  $ 4,525,186      
Payable to affiliates:
           
Investment adviser fee
    1,025,769      
Administration fee
    210,322      
Accrued expenses
    163,103      
 
 
Total liabilities
  $ 5,924,380      
 
 
Net Assets applicable to investors interest in Portfolio
  $ 1,172,489,245      
 
 
             
             
 
Sources of Net Assets
 
Net proceeds from capital contributions and withdrawals
  $ 1,079,624,667      
Net unrealized appreciation
    92,864,578      
 
 
Total
  $ 1,172,489,245      
 
 
 
 
Statement of Operations
 
             
For the Year Ended
         
August 31, 2009          
 
Investment Income
 
Dividends (net of foreign taxes, $540,137)
  $ 13,136,292      
Interest income allocated from affiliated investment
    324,276      
Expenses allocated from affiliated investment
    (116,710 )    
 
 
Total investment income
  $ 13,343,858      
 
 
             
             
 
Expenses
 
Investment adviser fee
  $ 13,648,951      
Administration fee
    2,670,933      
Trustees’ fees and expenses
    47,869      
Custodian fee
    340,170      
Legal and accounting services
    73,248      
Miscellaneous
    47,414      
 
 
Total expenses
  $ 16,828,585      
 
 
             
Net investment loss
  $ (3,484,727 )    
 
 
             
             
 
Realized and Unrealized Gain (Loss)
 
Net realized gain (loss) —
           
Investment transactions
  $ 40,396,618      
Foreign currency transactions
    (467,860 )    
 
 
Net realized gain
  $ 39,928,758      
 
 
Change in unrealized appreciation (depreciation) —
           
Investments
  $ (181,413,883 )    
Foreign currency
    156,345      
 
 
Net change in unrealized appreciation (depreciation)
  $ (181,257,538 )    
 
 
             
Net realized and unrealized loss
  $ (141,328,780 )    
 
 
             
Net decrease in net assets from operations
  $ (144,813,507 )    
 
 

 
See notes to financial statements

19


Table of Contents

 
Worldwide Health Sciences Portfolio as of August 31, 2009
 
FINANCIAL STATEMENTS CONT’D
 
Statements of Changes in Net Assets
 
                     
Increase (Decrease)
  Year Ended
    Year Ended
     
in Net Assets   August 31, 2009     August 31, 2008      
 
From operations —
                   
Net investment income (loss)
  $ (3,484,727 )   $ 6,484,133      
Net realized gain from investment and foreign currency transactions
    39,928,758       219,933,698      
Net change in unrealized appreciation (depreciation) from investments and foreign currency
    (181,257,538 )     (114,470,675 )    
 
 
Net increase (decrease) in net assets from operations
  $ (144,813,507 )   $ 111,947,156      
 
 
Capital transactions —
                   
Contributions
  $ 179,128,503     $ 175,723,099      
Withdrawals
    (526,382,216 )     (464,842,225 )    
 
 
Net decrease in net assets from capital transactions
  $ (347,253,713 )   $ (289,119,126 )    
 
 
                     
Net decrease in net assets
  $ (492,067,220 )   $ (177,171,970 )    
 
 
                     
                     
 
Net Assets
 
At beginning of year
  $ 1,664,556,465     $ 1,841,728,435      
 
 
At end of year
  $ 1,172,489,245     $ 1,664,556,465      
 
 

 
See notes to financial statements

20


Table of Contents

 
Worldwide Health Sciences Portfolio as of August 31, 2009
 
FINANCIAL STATEMENTS CONT’D
 
Supplementary Data
 
                                             
    Year Ended August 31,
   
    2009     2008     2007     2006     2005      
 
 
 
Ratios/Supplemental Data
 
Ratios (as a percentage of average daily net assets):
                                           
Expenses(1)
    1.34 %     0.81 %(2)     0.62 %(2)     0.81 %(2)     0.82 %(2)    
Net investment income (loss)
    (0.28 )%     0.39 %     0.28 %     (0.01 )%     0.03 %    
Portfolio Turnover
    54 %     69 %     46 %     14 %     13 %    
 
 
Total Return
    (5.67 )%     7.62 %     8.76 %     4.03 %     10.85 %    
 
 
                                             
Net assets, end of year (000’s omitted)
  $ 1,172,489     $ 1,664,556     $ 1,841,728     $ 2,268,551     $ 2,563,397      
 
 
 
(1) Excludes the effect of custody fee credits, if any, of less than 0.005%.
 
(2) The investment adviser waived a portion of its investment adviser fee (equal to less than 0.01% of average daily net assets for the years ended August 31, 2008, 2007, 2006 and 2005).

 
See notes to financial statements

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Table of Contents

Worldwide Health Sciences Portfolio as of August 31, 2009
 
NOTES TO FINANCIAL STATEMENTS
 
1   Significant Accounting Policies
 
Worldwide Health Sciences Portfolio (the Portfolio) is a New York trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to seek long-term capital growth by investing in a worldwide and diversified portfolio of health sciences companies. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At August 31, 2009, Eaton Vance Worldwide Health Sciences Fund (the Fund) held an interest of 99.9% in the Portfolio.
 
The following is a summary of significant accounting policies of the Portfolio. The policies are in conformity with accounting principles generally accepted in the United States of America.
 
A  Investment Valuation — Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices or, in the case of preferred equity securities that are not listed or traded in the over-the-counter market, by a third party pricing service that will use various techniques that consider factors including, but not limited to, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, quotes of underlying common stock, issuer spreads, as well as industry and economic events. Short-term debt securities with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities that meet certain criteria, the Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Portfolio in a manner that most fairly reflects the security’s value, or the amount that the Portfolio might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of all relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies, quotations or relevant information obtained from broker-dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s financial condition, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.
 
The Portfolio may invest in Cash Management Portfolio (Cash Management), an affiliated investment company managed by Boston Management and Research, a subsidiary of Eaton Vance Management (EVM). Cash Management values its investment securities utilizing the amortized cost valuation technique permitted by Rule 2a-7 of the 1940 Act, pursuant to which Cash Management must comply with certain conditions. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Management may value its investment securities based on available market quotations provided by a third party pricing service.
 
B  Investment Transactions — Investment transactions for financial statement purposes are accounted for on a trade date basis. Realized gains and losses on investments sold are determined on the basis of identified cost.
 
C  Income — Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. However, if the ex-dividend date has passed, certain dividends from foreign securities are recorded as the Portfolio is informed of the ex-dividend date. Withholding taxes on foreign dividends and capital gains have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates. Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.

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Worldwide Health Sciences Portfolio as of August 31, 2009
 
NOTES TO FINANCIAL STATEMENTS CONT’D
 
D  Federal Taxes — The Portfolio has elected to be treated as a partnership for federal tax purposes. No provision is made by the Portfolio for federal or state taxes on any taxable income of the Portfolio because each investor in the Portfolio is ultimately responsible for the payment of any taxes on its share of taxable income. Since at least one of the Portfolio’s investors is a regulated investment company that invests all or substantially all of its assets in the Portfolio, the Portfolio normally must satisfy the applicable source of income and diversification requirements (under the Internal Revenue Code) in order for its investors to satisfy them. The Portfolio will allocate, at least annually among its investors, each investor’s distributive share of the Portfolio’s net investment income, net realized capital gains and any other items of income, gain, loss, deduction or credit.
 
As of August 31, 2009, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Portfolio’s federal tax returns filed in the 3-year period ended August 31, 2009 remains subject to examination by the Internal Revenue Service.
 
E  Expense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Portfolio. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Portfolio maintains with SSBT. All credit balances, if any, used to reduce the Portfolio’s custodian fees are reported as a reduction of expenses in the Statement of Operations.
 
F  Foreign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.
 
G  Use of Estimates — The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.
 
H  Indemnifications — Under the Portfolio’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Portfolio. Interestholders in the Portfolio are jointly and severally liable for the liabilities and obligations of the Portfolio in the event that the Portfolio fails to satisfy such liabilities and obligations; provided, however, that, to the extent assets are available in the Portfolio, the Portfolio may, under certain circumstances, indemnify interestholders from and against any claim or liability to which such holder may become subject by reason of being or having been an interestholder in the Portfolio. Additionally, in the normal course of business, the Portfolio enters into agreements with service providers that may contain indemnification clauses. The Portfolio’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Portfolio that have not yet occurred.
 
2   Investment Adviser Fee and Other Transactions with Affiliates
 
The investment adviser fee is earned by OrbiMed Advisors, LLC (OrbiMed) as compensation for investment advisory services rendered to the Portfolio. Pursuant to the investment advisory agreement and subsequent fee reduction agreement between the Portfolio and OrbiMed, the fee is computed at an annual rate of 1.00% of the Portfolio’s first $30 million in average daily net assets, 0.90% of the next $20 million, 0.75% of the next $450 million, 0.70% from $500 million up to $1 billion, 0.65% from $1 billion up to $1.5 billion, 0.60% from $1.5 billion up to $2 billion and at reduced rates as daily net assets exceed that level, and is payable monthly. In addition, effective September 1, 1997, OrbiMed’s fee is subject to an upward or downward performance adjustment of up to 0.25% of the average daily net assets of the Portfolio based upon the investment performance of the Portfolio compared to the Standard & Poor’s 500 Index over a 36-month performance period. The portion of the adviser fee payable by Cash Management on the Portfolio’s investment of cash therein is credited against the Portfolio’s investment adviser fee. For the year ended August 31, 2009, the Portfolio’s investment adviser fee totaled $13,764,626 of which $115,675 was allocated from Cash Management and $13,648,951 was paid or accrued directly by the Portfolio. For the year ended August 31, 2009, the investment adviser fee, including an upward performance adjustment of $4,698,757, and including the portion allocated from Cash Management, was equivalent to 1.09% of the Portfolio’s average daily net assets.

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Worldwide Health Sciences Portfolio as of August 31, 2009
 
NOTES TO FINANCIAL STATEMENTS CONT’D
 
The administration fee is earned by EVM as compensation for administrative services rendered to the Portfolio. Pursuant to the administration agreement and subsequent fee reduction agreements between the Portfolio and EVM, the fee is computed at an annual rate of 0.225% of the Portfolio’s average daily net assets up to $500 million, 0.208% from $500 million up to $1 billion, 0.192% from $1 billion up to $1.5 billion, 0.175% from $1.5 billion up to $2 billion and at reduced rates as daily net assets exceed that level. For the year ended August 31, 2009, the administration fee was equivalent to 0.21% of the Portfolio’s average daily net assets and amounted to $2,670,933.
 
Except for Trustees of the Portfolio who are not members of OrbiMed’s or EVM’s organizations, officers and Trustees receive remuneration for their services to the Portfolio out of the investment adviser and administration fees. Trustees of the Portfolio who 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 the Trustees Deferred Compensation Plan. For the year ended August 31, 2009, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.
 
3   Purchases and Sales of Investments
 
Purchases and sales of investments, other than short-term obligations, aggregated $680,543,471 and $934,526,764, respectively, for the year ended August 31, 2009.
 
4   Federal Income Tax Basis of Investments
 
The cost and unrealized appreciation (depreciation) of investments of the Portfolio at August 31, 2009, as determined on a federal income tax basis, were as follows:
 
             
Aggregate cost
  $ 1,074,757,682      
 
 
Gross unrealized appreciation
  $ 192,862,874      
Gross unrealized depreciation
    (100,198,514 )    
 
 
Net unrealized appreciation
  $ 92,664,360      
 
 
 
The net unrealized appreciation on foreign currency transactions at August 31, 2009 on a federal income tax basis was $368,850.
 
5   Line of Credit
 
The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $450 million unsecured line of credit agreement with a group of banks. Borrowings are made by the Portfolio solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the Portfolio based on its borrowings at an amount above either the Eurodollar rate or Federal Funds rate. In addition, a fee computed at an annual rate of 0.10% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. The Portfolio did not have any significant borrowings or allocated fees during the year ended August 31, 2009.
 
6   Risks Associated with Foreign Investments
 
Investing in securities issued by companies whose principal business activities are outside the United States may involve significant risks not present in domestic investments. For example, there is generally less publicly available information about foreign companies, particularly those not subject to the disclosure and reporting requirements of the U.S. securities laws. Certain foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers. Investments in foreign securities also involve the risk of possible adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, limitation on the removal of funds or other assets of the Portfolio, political or financial instability or diplomatic and other developments which could affect such investments. Foreign stock markets, while growing in volume and sophistication, are generally not as developed as those in the United States, and securities of some foreign issuers (particularly those located in developing countries) may be less liquid and more volatile than securities of comparable U.S. companies. In general, there is less overall governmental supervision and regulation of foreign securities markets, broker-dealers and issuers than in the United States.
 
7   Concentration of Risk
 
As the Portfolio concentrates its investments in medical research and the health care industry, it will likely be affected by events that adversely affect that industry. The Portfolio has historically held fewer than 60 stocks at any one time; therefore, it is more sensitive to developments affecting particular stocks than would be a more broadly diversified fund. These developments include product obsolescence, the failure of the issuer to develop new products and the expiration of patent rights. The value of the Portfolio’s shares can also be impacted by regulatory activities that affect health sciences companies.
 
8   Fair Value Measurements
 
The Portfolio adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157 (FAS 157), “Fair Value Measurements”, effective September 1, 2008. FAS 157 established a three-tier hierarchy to prioritize

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Worldwide Health Sciences Portfolio as of August 31, 2009
 
NOTES TO FINANCIAL STATEMENTS CONT’D
 
the assumptions, referred to as inputs, used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.
 
  •  Level 1 – quoted prices in active markets for identical investments
 
  •  Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
 
  •  Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)
 
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
 
At August 31, 2009, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:
 
                                     
    Quoted
                       
    Prices in
                       
    Active
    Significant
                 
    Markets for
    Other
    Significant
           
    Identical
    Observable
    Unobservable
           
    Assets     Inputs     Inputs            
     
Asset Description   (Level 1)     (Level 2)     (Level 3)     Total      
 
Common Stocks
                                   
Major Capitalization – Europe
  $ 64,696,156     $ 124,467,174     $      —     $ 189,163,330      
Major Capitalization – Far East
          39,117,184             39,117,184      
Major Capitalization – North America
    464,119,920                   464,119,920      
Small & Mid Capitalization – Europe
    27,474,000       25,408,024             52,882,024      
Small & Mid Capitalization – Far East
          72,817,004             72,817,004      
Small & Mid Capitalization – North America
    302,810,843                   302,810,843      
 
 
Total Common Stocks
  $ 859,100,919     $ 261,809,386 *   $     $ 1,120,910,305      
 
 
Convertible Preferred Stocks
                                   
Small & Mid Capitalization – North America
  $ 19,399,000     $     $     $ 19,399,000      
 
 
Total Convertible Preferred Stocks
  $ 19,399,000     $     $     $ 19,399,000      
 
 
Call Options
  $     $     $ 13     $ 13      
Short-Term Investments
    27,112,724                   27,112,724      
 
 
Total Investments
  $ 905,612,643     $ 261,809,386     $ 13     $ 1,167,422,042      
 
 
 
* Includes foreign equity securities whose values were adjusted to reflect market trading that occurred after the close of trading in their applicable foreign markets.
 
The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:
 
             
    Investment in
     
    Call Options      
 
Balance as of August 31, 2008
  $ 269      
Realized gains (losses)
         
Change in net unrealized appreciation (depreciation)*
    (256 )    
Net purchases (sales)
         
Accrued discount (premium)
         
Net transfers to (from) Level 3
         
 
 
Balance as of August 31, 2009
  $ 13      
 
 
Change in net unrealized appreciation (depreciation) on investments still held as of August 31, 2009*
  $ (256 )    
 
 
 
* Amount is included in the related amount on investments in the Statement of Operations.
 
9   Review for Subsequent Events
 
In connection with the preparation of the financial statements of the Portfolio as of and for the year ended August 31, 2009, events and transactions subsequent to August 31, 2009 through October 19, 2009, the date the financial statements were issued, have been evaluated by the Portfolio’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

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Worldwide Health Sciences Portfolio as of August 31, 2009
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Trustees and Investors of
Worldwide Health Sciences Portfolio:
We have audited the accompanying statement of assets and liabilities of Worldwide Health Sciences Portfolio (the “Portfolio”), including the portfolio of investments, as of August 31, 2009, the related statement of operations for the year then ended, and the statements of changes in net assets and the supplementary data for each of the two years in the period then ended. These financial statements and supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and supplementary data based on our audits. The supplementary data for each of the three years in the period ended August 31, 2007, were audited by other auditors. Those auditors expressed an unqualified opinion on those financial statements and supplementary data in their report dated October 15, 2007.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and supplementary data are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of August 31, 2009, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of Worldwide Health Sciences Portfolio as of August 31, 2009, the results of its operations for the year then ended, and the changes in its net assets and the supplementary data for each of the two years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
 
DELOITTE & TOUCHE LLP
Boston, Massachusetts
October 19, 2009

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Eaton Vance Worldwide Health Sciences Fund 
 
BOARD OF TRUSTEES’ ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT
 
 
Overview of the Contract Review Process
 
The Investment Company Act of 1940, as amended (the “1940 Act”), provides, in substance, that each investment advisory agreement between a fund and its investment adviser will continue in effect from year to year only if its continuance is approved at least annually by the fund’s board of trustees, including by a vote of a majority of the trustees who are not “interested persons” of the fund (“Independent Trustees”), cast in person at a meeting called for the purpose of considering such approval.
 
At a meeting of the Boards of Trustees (each a “Board”) of the Eaton Vance group of mutual funds (the “Eaton Vance Funds”) held on April 27, 2009, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board (formerly the Special Committee), which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished for a series of meetings of the Contract Review Committee held in February, March and April 2009. Such information included, among other things, the following:
 
Information about Fees, Performance and Expenses
 
  •  An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;
  •  An independent report comparing each fund’s total expense ratio and its components to comparable funds;
  •  An independent report comparing the investment performance of each fund to the investment performance of comparable funds over various time periods;
  •  Data regarding investment performance in comparison to relevant peer groups of funds and appropriate indices;
  •  Comparative information concerning fees charged by each adviser for managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing the fund;
  •  Profitability analyses for each adviser with respect to each fund;
 
Information about Portfolio Management
 
  •  Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;
  •  Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;
  •  Data relating to portfolio turnover rates of each fund;
  •  The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;
 
Information about each Adviser
 
  •  Reports detailing the financial results and condition of each adviser;
  •  Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;
  •  Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;
  •  Copies of or descriptions of each adviser’s proxy voting policies and procedures;
  •  Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;
  •  Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;
 
Other Relevant Information
 
  •  Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;
  •  Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and
  •  The terms of each advisory agreement.

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Eaton Vance Worldwide Health Sciences Fund 
 
BOARD OF TRUSTEES’ ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT CONT’D
 
 
In addition to the information identified above, the Contract Review Committee considered information provided from time to time by each adviser throughout the year at meetings of the Board and its committees. Over the course of the twelve-month period ended April 30, 2009, the Board met eighteen times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met seven, five, six, six and six times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the fund’s investment objective
 
For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the fund’s investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.
 
The Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement.
 
Results of the Process
 
Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuance of the investment advisory agreement of Worldwide Health Sciences Portfolio (the “Portfolio”), the portfolio in which the Eaton Vance Worldwide Health Sciences Fund (the “Fund”) invests, with OrbiMed Advisors, LLC (the “Adviser”), as well as the administration agreement of the Portfolio with Eaton Vance Management (“EVM” or the “Administrator”), and the management contract of the Fund with the Administrator, including their fee structures, is in the interests of shareholders and, therefore, the Contract Review Committee recommended to the Board approval of the agreements. The Board accepted the recommendation of the Contract Review Committee as well as the factors considered and conclusions reached by the Contract Review Committee with respect to the agreements. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve continuation of the investment advisory agreement for the Portfolio, the administration agreement for the Portfolio and the management contract for the Fund.
 
Nature, Extent and Quality of Services
 
In considering whether to approve the investment advisory agreement of the Portfolio, the administration agreement of the Portfolio and the management contract of the Fund, the Board evaluated the nature, extent and quality of services provided to the Portfolio by the Adviser and to the Fund and Portfolio by the Administrator.
 
The Board considered the Adviser’s and Administrator’s management capabilities and the Adviser’s investment process with respect to the types of investments held by the Portfolio, including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Portfolio. The Board noted the Adviser’s experience in managing health sciences portfolios and the experience of the large group of professional and support staff including portfolio managers, traders and analysts who provide services under the investment advisory agreement. The Board evaluated the level of skill and expertise required to manage the Portfolio and concluded that the human resources available at the Adviser were appropriate to fulfill effectively its duties on behalf of the Portfolio. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation paid to recruit and retain investment personnel, and the time and attention devoted to the Portfolio by senior management.
 
The Board also reviewed the compliance programs of the Adviser, the Administrator and their respective affiliates. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the Adviser and Administrator and their affiliates to requests from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.
 
The Board considered the EVM’s recommendations for Board action and other steps taken in response to the unprecedented dislocations experienced in the capital markets over recent periods, including sustained periods of high volatility, credit disruption and government intervention. In particular, the Board considered EVM’s efforts and expertise with respect to each of the following matters

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Eaton Vance Worldwide Health Sciences Fund 
 
BOARD OF TRUSTEES’ ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT CONT’D
 
as they relate to the Fund and/or other funds within the Eaton Vance family of funds: (i) negotiating and maintaining the availability of bank loan facilities and other sources of credit used for investment purposes or to satisfy liquidity needs; (ii) establishing the fair value of securities and other instruments held in investment portfolios during periods of market volatility and issuer-specific disruptions; and (iii) the ongoing monitoring of investment management processes and risk controls.
 
After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser and the Administrator, taken as a whole, are appropriate and consistent with the terms of the investment advisory agreement, the administration agreement and the management contract, respectively.
 
Fund Performance
 
The Board compared the Fund’s investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one-, three- and five-year periods ended September 30, 2008 for the Fund. On the basis of the foregoing and other relevant information, the Board concluded that the performance of the Fund was satisfactory.
 
Management Fees and Expenses
 
The Board reviewed contractual management, advisory and administrative fee rates payable by the Portfolio and the Fund (referred to collectively as “management fees”). As part of its review, the Board considered the management fees and the Fund’s total expense ratio for the year ended September 30, 2008, as compared to a group of similarly managed funds selected by an independent data provider. The Board noted that the advisory fee includes a performance-based component that is intended to align the interests of the Adviser with the interests of shareholders.
 
After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser and the Administrator, the Board concluded that the management fees charged for advisory and related services and the Fund’s total expense ratio are reasonable.
 
Profitability
 
The Board reviewed the level of profits realized by the Adviser and the Administrator and their respective affiliates in providing investment advisory and administrative services to the Fund and the Portfolio and to all Eaton Vance Funds as a group. The Board considered the level of profits realized by the Adviser or the Administrator without regard to revenue sharing or other payments to third parties in respect of distribution services. The Board also considered other direct or indirect benefits received by the Adviser or the Administrator in connection with their relationships with the Portfolio and the Fund, including the benefits of research services that may be available as a result of securities transactions effected for the Portfolio and other investment advisory clients and the benefits to the Administrator of payments by the Adviser to an affiliate of the Administrator to support marketing of the Fund.
 
The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by the Adviser and the Administrator are reasonable.
 
Economies of Scale
 
In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and the Administrator, on the one hand, and the Portfolio and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund and the Portfolio increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board reviewed data summarizing the increases and decreases in the assets of the Fund and of all Eaton Vance Funds as a group over various time periods, and evaluated the extent to which the total expense ratio of the Fund and the Adviser’s and Administrator’s profitability may have been affected by such increases or decreases. Based upon the foregoing, the Board concluded that the benefits from economies of scale are currently being shared equitably by the Adviser and the Administrator, on the one hand, and the Fund on the other hand. The Board also concluded that the structure of the management fees, which include breakpoints at several asset levels, can be expected to cause such benefits to continue to be shared equitably.

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Eaton Vance Worldwide Health Sciences Fund 
 
MANAGEMENT AND ORGANIZATION
 
 
Fund Management. The Trustees of the Eaton Vance Growth Trust (the Trust) and Worldwide Health Sciences Portfolio (the Portfolio) are responsible for the overall management and supervision of the Trust’s and Portfolio’s affairs. The Trustees and officers of the Trust and the Portfolio are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust and Portfolio hold indefinite terms of office. The “Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust and the Portfolio, as that term is defined under the 1940 Act. The business address of each Trustee and officer, with the exception of Mr. Isaly, is Two International Place, Boston, Massachusetts 02110. As used below, “EVC” refers to Eaton Vance Corp., “EV” refers to Eaton Vance, Inc., “EVM” refers to Eaton Vance Management, “BMR” refers to Boston Management and Research, “EVD” refers to Eaton Vance Distributors, Inc. and “OrbiMed” refers to OrbiMed Advisors, LLC. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolio’s placement agent and a direct, wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below.
 
                         
    Position(s)
  Term of
      Number of Portfolios
     
    with the
  Office and
      in Fund Complex
     
Name and
  Trust and
  Length of
  Principal Occupation(s)
  Overseen By
     
Date of Birth   the Portfolio   Service   During Past Five Years   Trustee(1)      Other Directorships Held
 
 
 
Interested Trustee
                         
Thomas E. Faust Jr.
5/31/58
  Trustee and
President of
the Trust
  Trustee since 2007 and President since 2002   Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or officer of 178 registered investment companies and 4 private investment companies managed by EVM or BMR. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust and Portfolio.     178     Director of EVC
 
Noninterested Trustees
                         
Benjamin C. Esty
1/2/63
  Trustee   Since 2005   Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.     178     None
                         
Allen R. Freedman
4/3/40
  Trustee   Since 2007   Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Formerly, Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007).     178     Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries)
                         
William H. Park
9/19/47
  Trustee   Since 2003   Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (since 2006). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005).     178     None
                         
Ronald A. Pearlman
7/10/40
  Trustee   Since 2003   Professor of Law, Georgetown University Law Center.     178     None
                         
Helen Frame Peters
3/22/48
  Trustee   Since 2008   Professor of Finance, Carroll School of Management, Boston College. Adjunct Professor of Finance, Peking University, Beijing, China (since 2005).     178     Director of BJ’s Wholesale Club, Inc. (wholesale club retailer); Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds)
                         
Heidi L. Steiger
7/8/53
  Trustee   Since 2007   Managing Partner, Topridge Associates LLC (global wealth management firm) (since 2008); Senior Advisor (since 2008), President (2005-2008), Lowenhaupt Global Advisors, LLC (global wealth management firm). Formerly, President and Contributing Editor, Worth Magazine (2004-2005). Formerly, Executive Vice President and Global Head of Private Asset Management (and various other positions), Neuberger Berman (investment firm) (1986-2004).     178     Director of Nuclear Electric Insurance Ltd. (nuclear insurance provider), Aviva USA (insurance provider) and CIFG (family of financial guaranty companies), and Advisory Director of Berkshire Capital Securities LLC (private investment banking firm)

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Eaton Vance Worldwide Health Sciences Fund 
 
MANAGEMENT AND ORGANIZATION CONT’D
 
                         
    Position(s)
  Term of
      Number of Portfolios
     
    with the
  Office and
      in Fund Complex
     
Name and
  Trust and
  Length of
  Principal Occupation(s)
  Overseen By
     
Date of Birth   the Portfolio   Service   During Past Five Years   Trustee(1)      Other Directorships Held
 
 
Noninterested Trustees (continued)
                         
Lynn A. Stout
9/14/57
  Trustee   Since 1998   Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law.     178     None
                         
Ralph F. Verni
1/26/43
  Chairman of
the Board
and Trustee
  Chairman of the Board since 2007 and Trustee since 2005   Consultant and private investor.     178     None
 
Principal Officers who are not Trustees
 
             
    Position(s)
  Term of
   
    with the
  Office and
   
Name and
  Trust and the
  Length of
  Principal Occupation(s)
Date of Birth   Portfolio   Service   During Past Five Years
 
 
             
Samuel D. Isaly(2)
3/12/45
  President of the Portfolio   Since 2002   Managing Partner of OrbiMed. Officer of 4 registered investment companies managed by EVM or BMR.
             
Duncan W. Richardson
10/26/57
  Vice President of the Portfolio   Since 2002   Director of EVC, Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR. Officer of 80 registered investment companies managed by EVM or BMR.
             
Barbara E. Campbell
6/19/57
  Treasurer   Of the Trust since 2005 and of the Portfolio since 2008   Vice President of EVM and BMR. Officer of 178 registered investment companies managed by EVM or BMR.
             
Maureen A. Gemma
5/24/60
  Chief Legal Officer and Secretary   Chief Legal Officer since 2008 and Secretary since 2007   Vice President of EVM and BMR. Officer of 178 registered investment companies managed by EVM or BMR.
             
Paul M. O’Neil
7/11/53
  Chief Compliance Officer   Since 2004   Vice President of EVM and BMR. Officer of 178 registered investment companies managed by EVM or BMR.
 
(1) Includes both master and feeder funds in a master-feeder structure.
 
(2) The business address for Mr. Isaly is 767 Third Avenue, New York, NY 10017.
 
The SAI for the Fund includes additional information about the Trustees and officers of the Fund and Portfolio and can be obtained without charge on Eaton Vance’s website at www.eatonvance.com or by calling 1-800-262-1122.

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Sponsor and Manager of Eaton Vance Worldwide Health Sciences Fund
and Administrator of Worldwide Health Sciences Portfolio
Eaton Vance Management
Two International Place
Boston, MA 02110
 
Adviser of Worldwide Health Sciences Portfolio
OrbiMed Advisors, LLC
767 3rd Avenue
New York, NY 10017
 
Principal Underwriter
Eaton Vance Distributors, Inc.
Two International Place
Boston, MA 02110
(617) 482-8260
 
Custodian
State Street Bank and Trust Company
200 Clarendon Street
Boston, MA 02116
 
Transfer Agent
PNC Global Investment Servicing
Attn: Eaton Vance Funds
P.O. Box 9653
Providence, RI 02940-9653
(800) 262-1122
 
 
 
Independent Registered Public Accounting Firm
Deloitte & Touche LLP
200 Berkeley Street
Boston, MA 02116-5022
 
 
 
 
 
Eaton Vance Worldwide Health Sciences Fund
Two International Place
Boston, MA 02110
This report must be preceded or accompanied by a current prospectus. Before investing, investors should consider carefully the Fund’s investment objective(s), risks, and charges and expenses. The Fund’s current prospectus contains this and other information about the Fund and is available through your financial advisor. Please read the prospectus carefully before you invest or send money. For further information please call 1-800-262-1122.


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426-10/09 HSSRC


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Item 2. Code of Ethics
The registrant has adopted a code of ethics applicable to its Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer. The registrant undertakes to provide a copy of such code of ethics to any person upon request, without charge, by calling 1-800-262-1122.
Item 3. Audit Committee Financial Expert
The registrant’s Board has designated William H. Park, an independent trustee, as its audit committee financial expert. Mr. Park is a certified public accountant who is the Vice Chairman of Commercial Industrial Finance Corp (specialty finance company). Previously, he served as President and Chief Executive Officer of Prizm Capital Management, LLC (investment management firm) and as Executive Vice President and Chief Financial Officer of United Asset Management Corporation (“UAM”) (a holding company owning institutional investment management firms).
Item 4. Principal Accountant Fees and Services
(a)-(d)
The following table presents the aggregate fees billed to the registrant for the registrant’s fiscal years ended August 31, 2008 and August 31, 2009 by the registrant’s principal accountant, Deloitte & Touche LLP (D&T), for professional services rendered for the audit of the registrant’s annual financial statements and fees billed for other services rendered by D&T during such periods.
                 
Fiscal Years Ended   8/31/08     8/31/09  
 
Audit Fees
  $ 48,000     $ 48,000  
Audit-Related Fees(1)
  $ 0     $ 0  
Tax Fees(2)
  $ 13,260     $ 13,510  
All Other Fees(3)
  $ 1,587     $ 2,500  
Total
  $ 62,665     $ 64,010  
 
(1)   Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under the category of audit fees.
 
(2)   Tax fees consist of the aggregate fees billed for professional services rendered by the principal accountant relating to tax compliance, tax advice, and tax planning and specifically include fees for tax return preparation and other related tax compliance/planning matters.
 
(3)   All other fees consist of the aggregate fees billed for products and services provided by the registrant’s principal accountant other than audit, audit-related, and tax services.
For the fiscal years ended August 31, 2008 and August 31, 2009, the registrant was billed $35,000 and $40,000, respectively, by D&T for work done in connection with its Rule 17Ad-13 examination of Eaton Vance Management’s assertion that it has maintained an effective internal control structure over sub-transfer agent and registrar functions, such services being pre-approved in accordance with Rule 2-01(c)(7)(ii) of Regulation S-X.
(e)(1) The registrant’s audit committee has adopted policies and procedures relating to the pre-approval of services provided by the registrant’s principal accountant (the “Pre-Approval Policies”). The Pre-Approval Policies establish a framework intended to assist the audit committee in the proper discharge of its pre-approval responsibilities. As a general matter, the Pre-Approval Policies (i) specify certain types of audit, audit-related, tax, and other services determined to be pre-approved by the audit committee; and (ii) delineate specific procedures governing the mechanics of the pre-approval process,

 


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including the approval and monitoring of audit and non-audit service fees. Unless a service is specifically pre-approved under the Pre-Approval Policies, it must be separately pre-approved by the audit committee.
The Pre-Approval Policies and the types of audit and non-audit services pre-approved therein must be reviewed and ratified by the registrant’s audit committee at least annually. The registrant’s audit committee maintains full responsibility for the appointment, compensation, and oversight of the work of the registrant’s principal accountant.
(e)(2) No services described in paragraphs (b)-(d) above were approved by the registrant’s audit committee pursuant to the “de minimis exception” set forth in Rule 2-01 (c)(7)(i)(C) of Regulation S-X.
(f) Not applicable.
(g) The following table presents (i) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to the registrant by D&T for the registrant’s fiscal years ended August 31, 2008 and the fiscal year ended August 31, 2009; and (ii) the aggregate non-audit fees (i.e., fees for audit related, tax, and other services) billed to the Eaton Vance organization by D&T for the same time periods. For the last two fiscal years of the registrant, no non-audit fees were billed by D&T for services rendered to OrbiMed Advisors LLC, the registrant’s investment adviser.
                 
Fiscal Years Ended   8/31/08     8/31/09  
 
Registrant
  $ 14,847     $ 16,010  
Eaton Vance(1)
  $ 542,503     $ 250,539  
 
(1)   Certain entities that provide ongoing services to the registrant are subsidiaries of Eaton Vance Corp.
(h) The registrant’s audit committee has considered whether the provision by the registrant’s principal accountant of non-audit services to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X is compatible with maintaining the principal accountant’s independence.
Item 5. Audit Committee of Listed registrants
Not required in this filing.
Item 6. Schedule of Investments
Please see schedule of investments contained in the Report to Stockholders included under Item 1 of this Form N-CSR.

 


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Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies
Not required in this filing.
Item 8. Portfolio Managers of Closed-End Management Investment Companies
Not required in this filing.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not required in this filing.
Item 10. Submission of Matters to a Vote of Security Holders.
No Material Changes.
Item 11. Controls and Procedures
(a) It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.
(b) There have been no changes in the registrant’s internal controls over financial reporting during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 12. Exhibits
     
(a)(1)
  Registrant’s Code of Ethics – Not applicable (please see Item 2).
 
(a)(2)(i)
  Treasurer’s Section 302 certification.
 
(a)(2)(ii)
  President’s Section 302 certification.
 
(b)
  Combined Section 906 certification.

 


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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Worldwide Health Sciences Portfolio
         
By:
  /s/ Samuel D. Isaly
 
Samuel D. Isaly
   
 
  President    
 
       
Date:
  October 16, 2009    
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
         
By:
  /s/ Barbara E. Campbell    
 
 
 
Barbara E. Campbell
   
 
  Treasurer    
 
       
Date:
  October 16, 2009    
 
       
By:
  /s/ Samuel D. Isaly    
 
 
 
Samuel D. Isaly
   
 
  President    
 
       
Date:
  October 16, 2009    

 

EX-99.CERT 2 b77739a1exv99wcert.htm EX-99.CERT SECTION 302 CERTIFICATION EX-99.CERT Section 302 Certification
Worldwide Health Sciences Portfolio
FORM N-CSR
Exhibit 12(a)(2)(i)
CERTIFICATION
I, Barbara E. Campbell; certify that:
1. I have reviewed this report on Form N-CSR of Worldwide Health Sciences Portfolio;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
     (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
     (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 


 

     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: October 16, 2009
         
     
  /s/ Barbara E. Campbell    
  Barbara E. Campbell   
  Treasurer   
 

 


 

Worldwide Health Sciences Portfolio
FORM N-CSR
Exhibit 12(a)(2)(ii)
CERTIFICATION
I, Samuel D. Isaly, certify that:
1. I have reviewed this report on Form N-CSR of Worldwide Health Sciences Portfolio;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
     (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
     (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 


 

     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 16, 2009
         
     
  /s/ Samuel D. Isaly    
  Samuel D. Isaly   
  President   

 

EX-99.906CERT 3 b77739a1exv99w906cert.htm EX-99.906CERT SECTION 906 CERTIFICATION EX-99.906CERT Section 906 Certification
         
Form N-CSR Item 12(b) Exhibit
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
          The undersigned hereby certify in their capacity as Treasurer and President, respectively, of Worldwide Health Sciences Portfolio (the “Portfolio”), that:
  (a)   the Annual Report of the Portfolio on Form N-CSR for the period ended August 31, 2009 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
 
  (b)   the information contained in the Report fairly presents, in all material respects, the financial condition and the results of operations of the Portfolio for such period.
A signed original of this written statement required by section 906 has been provided to the Portfolio and will be retained by the Portfolio and furnished to the Securities and Exchange Commission or its staff upon request.
Worldwide Sciences Portfolio
Date: October 16, 2009
     
/s/ Barbara E. Campbell
   
 
Barbara E. Campbell
   
Treasurer
   
 
   
Date: October 16, 2009
   
 
   
/s/ Samuel D. Isaly
   
 
Samuel D. Isaly
   
President
   

 

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