-----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, NxmzVsAf2+NA+h1uW5UTHhyrUqo61h2iKHy4HSTY+LZFryNlAGvtrF2S0M4a2bvz kaDaqv6iqmXyTS+hlMAZiQ== 0000950156-96-000892.txt : 19961126 0000950156-96-000892.hdr.sgml : 19961126 ACCESSION NUMBER: 0000950156-96-000892 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 19961125 EFFECTIVENESS DATE: 19961125 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: EV TRADITIONAL WORLDWIDE HEALTH SCIENCES FUND INC CENTRAL INDEX KEY: 0000760110 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521378236 STATE OF INCORPORATION: MD FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 002-95103 FILM NUMBER: 96671791 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-04196 FILM NUMBER: 96671792 BUSINESS ADDRESS: STREET 1: 24 FEDERAL STREET STREET 2: SUITE 4100 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: (617) 482-8260 MAIL ADDRESS: STREET 1: 5847 SAN FELIPE STREET 2: SUITE 4100 CITY: HOUSTON STATE: TX ZIP: 77057 FORMER COMPANY: FORMER CONFORMED NAME: MEDICAL RESEARCH INVESTMENT FUND INC DATE OF NAME CHANGE: 19920703 485BPOS 1 TR. WORLDWIDE HEALTH SCIENCES FUND, INC. PEA #16 As filed with the Securities and Exchange Commission on November 25, 1996. 1933 Act File No. 2-95103 1940 Act File No. 811-4196 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X] POST-EFFECTIVE AMENDMENT NO. 16 [X] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X] AMENDMENT NO. 17 [X] EV Traditional Worldwide Health Sciences Fund, Inc. (formerly Medical Research Investment Fund, Inc.) (Exact Name of Registrant as Specified in Charter) 24 Federal Street, Boston, Massachusetts 02110 (Address of Principal Executive Offices) (617) 482-8260 (Registrant's Telephone Number) H. DAY BRIGHAM, JR. 24 Federal Street, Boston, Massachusetts 02110 (Name and Address of Agent for Service) It is proposed that this filing will become effective pursuant to Rule 485 (check appropriate box) [X] immediately upon filing pursuant to paragraph (b) [ ] on (date) pursuant to paragraph (b) [ ] 60 days after filing pursuant to paragraph (a)(1) [ ] on (date) pursuant to paragraph (a)(1) [ ] 75 days after filing pursuant to paragraph (a)(2) [ ] on (date) pursuant to paragraph (a)(2). If appropriate, check the following box: [ ] this post-effective amendment designates a new effective date for a previously filed post- effective amendment. Worldwide Health Sciences Portfolio has also executed this Registration Statement. The Registrant has filed a Declaration pursuant to Rule 24f-2, and on October 28, 1996 filed its "Notice" as required by that Rule for the fiscal year ended August 31, 1996. Registrant continues its election to register an indefinite number of shares of beneficial interest pursuant to Rule 24f-2. EV TRADITIONAL WORLDWIDE HEALTH SCIENCES FUND, INC. CROSS REFERENCE SHEET ITEMS REQUIRED BY FORM N-1A
PART A ITEM NO. ITEM CAPTION PROSPECTUS CAPTION - -------- ------------ ------------------ 1. Cover Page Cover Page 2. Synopsis Prospectus Summary; Shareholder and Fund Expenses; Example 3. Condensed Financial Information The Fund's Financial Highlights 4. General Description of Registrant Health Science Investments; The Fund's Investment Objective; Investment Policies and Risks; Organization of the Fund and the Portfolio 5. Management of the Fund Management of the Fund and the Portfolio 5A. Management's Discussion of Fund Inapplicable Performance 6. Capital Stock and Other Securities Organization of the Fund and the Portfolio; Reports to Shareholders; The Lifetime Investing Account/Distribution Options; Distributions and Taxes 7. Purchase of Securities Being Offered Valuing Fund Shares; How to Buy Fund Shares; Distribution Plan; The Lifetime Investing Account/Distribution Options; The Eaton Vance Exchange Privilege; Eaton Vance Shareholder Services 8. Redemption or Repurchase How to Redeem Fund Shares 9. Pending Legal Proceedings Inapplicable PART A ITEM NO. ITEM CAPTION STATEMENT OF ADDITIONAL INFORMATION CAPTION - -------- ------------ ------------------------------------------- 10. Cover Page Cover Page 11. Table of Contents Table of Contents 12. General Information and History Other Information 13. Investment Objective and Policies Additional Information About Investment Policies; Investment Restrictions 14. Management of the Fund Board Members and Officers; Fees and Expenses 15. Control Persons and Principal Control Persons and Principal Holders of Holders of Securities Securities 16. Investment Advisory and Other Services Management of the Fund and the Portfolio; Distribution Plan; Custodian; Independent Accountants; Fees and Expenses 17. Brokerage Allocation and Other Portfolio Security Transactions; Fees and Practices Expenses 18. Capital Stock and Other Securities Other Information 19. Purchase, Redemption and Pricing of Determination of Net Asset Value; Service for Securities Being Offered Withdrawal; Services for Accumulation; Principal Underwriter; Distribution Plan; Fees and Expenses 20. Tax Status Taxes 21. Underwriters Principal Underwriter; Fees and Expenses 22. Calculation of Performance Data Investment Performance; Performance Information 23. Financial Statements Financial Statements
EV TRADITIONAL WORLDWIDE HEALTH SCIENCES FUND, INC. SUPPLEMENT TO PROSPECTUS DATED SEPTEMBER 3, 1996 1. THE FOLLOWING REPLACES "ANNUAL FUND AND ALLOCATED PORTFOLIO OPERATING EXPENSES" UNDER "SHAREHOLDER AND FUND EXPENSES" ON PAGE 2 OF THE PROSPECTUS: ANNUAL FUND AND ALLOCATED PORTFOLIO OPERATING EXPENSES (as a percentage of average daily net assets) -------------------------------------------------------------------------- Management Fees (after fee reduction) 1.32% Rule 12b-1 Distribution Fees 0.25 Other Expenses 0.43 ---- Total Operating Expenses 2.00% 2. THE FOLLOWING IS ADDED TO "FINANCIAL HIGHLIGHTS" ON PAGE 3 OF THE PROSPECTUS: ADJUSTED FOR 100% STOCK DIVIDEND -- 1996(1) RECORD DATE SEPTEMBER 23, 1996 ------- NET ASSET VALUE, at beginning of year $11.71 INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) (.23) Net realized and unrealized gain (loss) on investments 3.46 ------- Total from investment operations 3.23 LESS DISTRIBUTIONS FROM: Net realized gain on investments 1.40 NET ASSET VALUE, at end of year $13.54 TOTAL RETURN(2) 31.04% RATIOS/SUPPLEMENTAL DATA Net assets at end of year (in thousands) $55,016 Ratio of operating expenses to average net assets Before expense reimbursement 2.21% After expense reimbursement N/A Ratio of net investment loss to average net assets Before expense reimbursement (1.81)% After expense reimbursement N/A Portfolio turnover rate 66% Average commission rate (per share of security)(3) $0.0864 (1) Based on average month end shares outstanding. (2) Calculated without a sales load. (3) Since September, 1989, the Adviser and prior administrator reimbursed a portion of their fees, when necessary, in order to allow the Fund to operate within the expense limitation of any state having jurisdiction over the Fund. (4) Average commission rate (per share of security) as required by amended disclosure requirements effective September 1, 1995. 3. THE FOLLOWING IS ADDED TO "MANAGEMENT OF THE FUND AND THE PORTFOLIO" ON PAGE 9 OF THE PROSPECTUS: For the fiscal year ended August 31, 1996, M&I received an advisory fee of 1.00% of average daily net assets, during which time assets were managed at the Fund level. 4. THE FOLLOWING IS ADDED TO "DISTRIBUTION PLAN" ON PAGE 10 OF THE PROSPECTUS: For the fiscal year ended August 31, 1996, the Fund paid distribution fees to the prior distributor of the Fund representing 0.25% of the Fund's average daily net assets. 5. THE FOLLOWING CHANGES ARE EFFECTIVE JANUARY 1, 1996: a. THE FOURTH FOOTNOTE OF "SHAREHOLDER AND FUND EXPENSES" ON PAGE 2 OF THE PROSPECTUS IS REPLACED WITH THE FOLLOWING: No sales charge is payable at the time of purchase on investments of $1 million or more. However, a contingent deferred sales charge of 1% will be imposed on such investments in the event of certain redemptions within 12 months of purchase. See "How to Buy Fund Shares" and "How to Redeem Fund Shares." b. THE LAST LINE OF AND THE FOOTNOTES TO THE CURRENT SALES CHARGE AND DEALER COMMISSIONS TABLE UNDER "HOW TO BUY FUND SHARES" ON PAGE 11 OF THE PROSPECTUS ARE REPLACED WITH THE FOLLOWING: SALES CHARGE AS SALES CHARGE AS DEALER COMMISSION % OF AMOUNT % OF OFFERING AS PERCENTAGE OF AMOUNT OF PURCHASE INVESTED PRICE OFFERING PRICE ------------------ --------------- --------------- ---------------- $1,000,000 or more 0.00* 0.00* See below** *No sales charge is payable at the time of purchase of investments of $1,000,000 or more. A contingent deferred sales charge ("CDSC") of 1% will be imposed on such investments in the event of certain redemptions within 12 months of purchase. **A commission on sales of $1 million or more will be paid as follows: 1.00% on sales of more than $1 million but less than $3 million, plus 0.50% on sales of more than $3 million but less than $5 million, plus 0.25% on sales of $5 million or more. Purchases of $1 million or more will be aggregated over a 12-month period for purposes of determining the commission to be paid. c. THE FOLLOWING IS ADDED TO "HOW TO BUY FUND SHARES" ON PAGE 11 OF THE PROSPECTUS: No sales charge is payable at the time of purchase where the amount invested represents redemption proceeds from a mutual fund unaffiliated with Eaton Vance if the redemption occurred no more than 60 days prior to the purchase of Fund shares and the redeemed shares were subject to a sales charge. A CDSC of 0.50% will be imposed on such investments in the event of certain redemptions within 12 months of purchase and the Authorized Firm will be paid a commission on such sales of 0.50% of the amount invested. d. THE FOLLOWING IS ADDED TO "HOW TO REDEEM FUND SHARES" ON PAGE 14 OF THE PROSPECTUS: If shares have been purchased at net asset value because the amount invested represents redemption proceeds from a mutual fund unaffiliated with Eaton Vance (as described under "How to Buy Fund Shares") and are redeemed within 12 months of purchase, a CDSC of 0.50% will be imposed on such redemption. 6. THE DATE OF THIS PROSPECTUS IS CHANGED TO NOVEMBER 25, 1996. November 25, 1996 T-HSPS2 The Registrant incorporates herein by reference the Prospectus of EV Traditional Worldwide Health Sciences Fund, Inc. dated September 3, 1996 as previously electronically filed with the Commission on September 6, 1996 (Accession No. 0000950156-96-000791). EV TRADITIONAL WORLDWIDE HEALTH SCIENCES FUND, INC. Supplement to Statement of Additional Information dated September 3, 1996 1. The attached replaces Part II of the Statement of Additional Information. 2. The date of this Statement of Additional Information is changed to November 25, 1996. November 25, 1996 STATEMENT OF ADDITIONAL INFORMATION PART II This Part II provides information about EV TRADITIONAL WORLDWIDE HEALTH SCIENCES FUND, INC. FEES AND EXPENSES Through August 31, 1996, the Fund incurred expenses by investing directly in securities rather than investing in the Portfolio. In addition, some current service providers and some fee rates differ from the providers and rates in effect prior to August 31, 1996. ADVISER During the fiscal years ended August 31, 1996 and 1995, the Fund paid the Adviser $350,234 and $138,826, respectively, in advisory fees. The Adviser received advisory fees of $121,553 during the fiscal year ended August 31, 1994 and pursuant to the expense limitation previously in effect, the Adviser reimbursed $16,868 during such period. MANAGER AND ADMINISTRATOR The prior administrator (manager) of the Fund was paid $114,411 and $58,707, respectively, for its services during the fiscal years ended August 31, 1996 and 1995. DISTRIBUTION PLAN Pursuant to the Distribution Plan in effect during the fiscal years ended August 31, 1996, the Fund paid $90,449 in 12b-1 fees to the prior distributor. PRINCIPAL UNDERWRITER The Fund has authorized EVD to act as its agent in repurchasing shares at the rate of $2.50 for each repurchase transaction handled by EVD. EVD estimates that the expenses incurred by it in acting as repurchase agent for the Fund will exceed the amounts paid therefor by the Fund. No fees have been paid to date. BROKERAGE During the fiscal years ended August 31, 1996, 1995, and 1994, the Fund paid $184,676, $29,541 and $40,651, respectively, in brokerage commissions. DIRECTORS AND TRUSTEES The fees and expenses of those Directors of the Fund and Trustees of the Portfolio who are not members of the Eaton Vance organization (the noninterested Directors and Trustees) are paid by the Fund and the Portfolio, respectively. (Board members who are members of the Eaton Vance organization receive no compensation from the Fund or the Portfolio.) For the fiscal year ending August 31, 1997, it is estimated that the noninterested Directors and Trustees of the Fund and the Portfolio will receive the following compensation in such capacities, and during the year ended September 30, 1996, the noninterested Directors of the Fund and Trustees of the Portfolio earned the following compensation in their capacities as Trustees of the funds in the Eaton Vance fund complex(1): ESTIMATED ESTIMATED AGGREGATE AGGREGATE TOTAL COMPENSATION COMPENSATION COMPENSATION FROM TRUST AND NAME FROM FUND FROM PORTFOLIO FUND COMPLEX ---- ------------ -------------- ----------------- Donald R. Dwight ......... $88 $256 $142,500(2) Samuel L. Hayes, III ..... 79 325 153,750(3) Norton H. Reamer ......... 78 305 142,500 John L. Thorndike ........ 82 338 147,500 Jack L. Treynor .......... 88 318 147,500 - -------------------- (1) The Eaton Vance fund complex consists of 228 registered investment companies or series thereof. (2) Includes $42,500 of deferred compensation. (3) Includes $37,500 of deferred compensation. For the year ending August 31, 1996, the Directors of the Fund were Dr. John J. Maggio, Philip C. Smith and Dr. Eugene E. Weise, and their combined fees paid or accrued for such year were $4,250. BOARD MEMBERS AND OFFICERS Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Unless otherwise noted, the business address of each Board Member and officer is 24 Federal Street, Boston, Massachusetts 02110, which is also the address of the Fund's sponsor and manager, Eaton Vance Management ("Eaton Vance"); of Eaton Vance's wholly-owned subsidiary, Boston Management and Research ("BMR"); of Eaton Vance's parent, Eaton Vance Corp. ("EVC"); and of Eaton Vance's trustee, Eaton Vance, Inc. ("EV"). Eaton Vance and EV are both wholly-owned subsidiaries of EVC. Those Board Members who are "interested persons" of the Trust, Eaton Vance, BMR, EVC or EV as defined in the 1940 Act by virtue of their affiliation with any one or more of the Trust, Eaton Vance, BMR, EVC or EV, are indicated by an asterisk(*). OFFICERS AND DIRECTORS OF THE FUND JAMES B. HAWKES (55), PRESIDENT AND DIRECTOR* President of Eaton Vance, BMR, EVC and EV, and a Director of EVC and EV. Director or Trustee and officer of various investment companies managed by Eaton Vance or BMR. DONALD R. DWIGHT (65), DIRECTOR President of Dwight Partners, Inc. (a corporate relations and communications company) founded in 1988. Director or Trustee of various investment companies managed by Eaton Vance or BMR. Address: Clover Mill Lane, Lyme, New Hampshire 03768 SAMUEL L. HAYES, III (61), DIRECTOR Jacob H. Schiff Professor of Investment Banking, Harvard University Graduate School of Business Administration. Director or Trustee of various investment companies managed by Eaton Vance or BMR. Address: Harvard University Graduate School of Business Administration, Soldiers Field Road, Boston, Massachusetts 02163 NORTON H. REAMER (61), DIRECTOR President and Director, United Asset Management Corporation, (a holding company owning institutional investment management firms); Chairman, President and Director, UAM Funds (mutual funds). Director or Trustee of various investment companies managed by Eaton Vance or BMR. Address: One International Place, Boston, Massachusetts 02110 JOHN L. THORNDIKE (70), DIRECTOR Director, Fiduciary Company Incorporated. Director or Trustee of various investment companies managed by Eaton Vance or BMR. Address: 175 Federal Street, Boston, Massachusetts 02110 JACK L. TREYNOR (66), DIRECTOR Investment Adviser and Consultant. Director or Trustee of various investment companies managed by Eaton Vance or BMR. Address: 504 Via Almar, Palos Verdes Estates, California 90274 OFFICERS JAMES L. O'CONNOR (51), TREASURER Vice President of Eaton Vance, BMR and EV. Officer of various investment companies managed by Eaton Vance or BMR. THOMAS OTIS (65), SECRETARY Vice President and Secretary of Eaton Vance, BMR, EVC and EV. Officer of various investment companies managed by Eaton Vance or BMR. JANET E. SANDERS (61), ASSISTANT TREASURER AND ASSISTANT SECRETARY Vice President of Eaton Vance, BMR and EV. Officer of various investment companies managed by Eaton Vance or BMR. A. JOHN MURPHY (34), ASSISTANT SECRETARY Assistant Vice President of BMR, Eaton Vance and EV since March 1, 1994; employee of Eaton Vance since March 1993. State Regulations Supervisor, The Boston Company (1991-1993) and Registration Specialist, Fidelity Management & Research Co. (1986-1991). Officer of various investment companies managed by Eaton Vance or BMR. Mr. Murphy was elected Assistant Secretary of the Trust on March 27, 1995. ERIC G. WOODBURY (39), ASSISTANT SECRETARY Vice President of Eaton Vance since February 1993; formerly, associate attorney at Dechert, Price & Rhoads and Gaston & Snow. Officer of various investment companies managed by Eaton Vance or BMR. Mr. Woodbury was elected Assistant Secretary of the Trust on June 19, 1995. OFFICERS AND TRUSTEES OF THE PORTFOLIO The Trustees and officers of the Portfolio are identical to the Directors and officers of the Fund, except for the following additional officer of the Portfolio: SAMUEL D. ISALY (51), Vice President President of Mehta and Isaly Asset Management, Inc. since 1989; Senior Vice President of S.G. Warburg & Co., Inc. from 1986 through 1989; and President of Gramercy Associates, a health care industry consulting firm, from 1983 through 1986. Address: Mehta and Isaly Asset Management, Inc., 41 Madison Avenue, 40th Floor, New York, NY 10010-2202 Messrs. Hayes (Chairman), Reamer and Thorndike are members of the Special Committee of the Board of the Fund and Portfolio. The purpose of the Special Committee is to consider, evaluate and make recommendations to the full Board concerning (i) all contractual arrangements with service providers to the Fund or Portfolio, including administrative services, transfer agency, custodial and fund accounting and distribution services, and (ii) all other matters in which Eaton Vance or its affiliates has any actual or potential conflict of interest with the Fund or Portfolio or its shareholders or interestholders. The Nominating Committee is comprised of four Directors who are not "interested persons" as that term is defined under the Investment Company Act of 1940 ("noninterested Directors"). The Committee has four-year staggered terms, with one member rotating off the Committee to be replaced by another noninterested Director of the Fund. The purpose of the Committee is to recommend to the Board nominees for the position of noninterested Director and to assure that at least a majority of the Board of Directors is independent of Eaton Vance and its affiliates. Messrs. Treynor (Chairman) and Dwight are members of the Audit Committee of the Board of Directors. The Audit Committee's functions include making recommendations to the Board of Directors regarding the selection of the independent certified public accountants, and reviewing with such accountants and the Treasurer of the Fund matters relative to trading and brokerage policies and practices, accounting and auditing practices and procedures, accounting records, internal accounting controls, and the functions performed by the custodian, transfer agent and dividend disbursing agent of the Fund. Directors of the Fund who are not affiliated with an Adviser may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of a Trustees Deferred Compensation Plan (the "Plan"). Under the Plan, an eligible Director may elect to have his deferred fees invested by the Fund in the shares of one or more funds in the Eaton Vance Family of Funds, and the amount paid to the Directors under the Plan will be determined based upon the performance of such investments. Deferral of Directors' fees in accordance with the Plan will have a negligible effect on the Fund's assets, liabilities, and net income per share, and will not obligate the Fund to retain the services of any Director or obligate the Fund to pay any particular level of compensation to the Director. Neither the Portfolio nor the Fund has a retirement plan for its Trustees. SERVICES FOR ACCUMULATION The following services are voluntary, involve no extra charge, other than the sales charge included in the offering price, and may be changed or discontinued without penalty at any time. INTENDED QUANTITY INVESTMENT -- STATEMENT OF INTENTION. If it is anticipated that $100,000 or more of Fund shares and shares of the other continuously offered open-end funds listed under "The Eaton Vance Exchange Privilege" in the Prospectus will be purchased within a 13-month period, a Statement of Intention should be signed so that shares may be obtained at the same reduced sales charge as though the total quantity were invested in one lump sum. Shares held under the Right of Accumulation (see below) as of the date of the Statement will be included toward the completion of the Statement. The Statement authorizes the Transfer Agent to hold in escrow sufficient shares (5% of the dollar amount specified in the Statement) which can be redeemed to make up any difference in sales charge on the amount intended to be invested and the amount actually invested. Execution of a Statement does not obligate the shareholder to purchase or the Fund to sell the full amount indicated in the Statement, and should the amount actually purchased during the 13-month period be more or less than that indicated on the Statement, price adjustments will be made accordingly. For sales charges and other information on quantity purchases, see "How to Buy Fund Shares" in the Prospectus. Any investor considering signing a Statement of Intention should read it carefully. RIGHT OF ACCUMULATION -- CUMULATIVE QUANTITY DISCOUNT.The applicable sales charge level for the purchase of Fund shares is calculated by taking the dollar amount of the current purchase and adding it to the value (calculated at the maximum current offering price) of the shares the shareholder owns in his or her account(s) in the Fund and in the other continuously offered open-end funds listed under "The Eaton Vance Exchange Privilege" in the Prospectus. The sales charge on the shares being purchase will then be at the rate applicable to the aggregate amount. For example, if the shareholder owned shares valued at $80,000 of the Fund and purchased an additional $20,000 of Fund shares, the sales charge for the $20,000 purchase would be at the rate of 3.75% of the offering price (3.90% of the net amount invested), which is the rate applicable to single transactions of $100,000. For sales charges on quantity purchases, see "How to Buy Fund Shares" in the Prospectus. Shares purchased (i) by an individual, his or her spouse and their children under the age of twenty-one and (ii) by a trustee, guardian or other fiduciary of a single trust estate or a single fiduciary account, will be combined for the purpose of determining whether a purchase will qualify for the Right of Accumulation and if qualifying, the applicable sales charge level. For any such discount to be made available, at the time of purchase a purchaser or any Authorized Firm which has an agreement with EVD must provide EVD (in the case of a purchase made through an Authorized Firm) or the Transfer Agent (in the case of an investment made by mail) with sufficient information to permit verification that the purchase order qualifies for the accumulation privilege. Confirmation of the order is subject to such verification. The Right of Accumulation privilege may be amended or terminated at any time as to purchases occurring thereafter. PRINCIPAL UNDERWRITER Shares of the Fund may be continuously purchased at the public offering price through Authorized Firms which have agreements with EVD. EVD is a wholly-owned subsidiary of Eaton Vance. The public offering price is the net asset value next computed after receipt of the order, plus, where applicable, a variable percentage sales charge depending upon the amount of purchase as indicated by the sales charge table set forth in the Prospectus. Such table is applicable to purchases of the Fund alone or in combination with purchases of certain other funds offered by the Principal Underwriter, made at a single time by (i) an individual, or an individual, his or her spouse and their children under the age of twenty-one, purchasing shares for his or her or their own account; and (ii) a trustee or other fiduciary purchasing shares for a single trust estate or a single fiduciary account. The table is also presently applicable to (1) purchases of Fund shares, alone or in combination with purchases of any of the other funds offered by the Principal Underwriter through one dealer aggregating $100,000 or more made by any of the persons enumerated above within a thirteen-month period starting with the first purchase pursuant to a written Statement of Intention, in the form provided by the Principal Underwriter, which includes provisions for a price adjustment depending upon the amount actually purchased within such period (a purchase not made pursuant to such Statement may be included thereunder is the Statement if filed within 90 days of such purchase); or (2) purchases of the Fund pursuant to the Right of Accumulation and declared as such at the time of purchase. Subject to the applicable provisions of the 1940 Act, the Fund may issue shares at net asset value in the event that an investment company (whether a regulated or private investment company or a personal holding company) is merged or consolidated with or acquired by the Fund. Normally no sales charges will be paid in connection with an exchange of Fund shares for the assets of such investment company. Shares may be sold at net asset value to any officer, director, trustee, general partner or employee of the Fund, the Portfolio or any investment company for which Eaton Vance or BMR acts as investment adviser, any investment advisory, agency, custodial or trust account managed or administered by Eaton Vance or by any parent, subsidiary or other affiliate of Eaton Vance, or any officer, director, trustee or employee of any parent, subsidiary or other affiliate of Eaton Vance. The terms "officer," "director," "trustee," "general partner" or "employee" as used in this paragraph include any such person's spouse and minor children, and also retired officers, directors, trustees, general partners and employees and their spouses and minor children. Shares may also be sold at net asset value to registered representatives and employees of certain investment dealers and to such person's spouses and children under the age of 21 and their beneficial accounts. The Fund reserves the right to suspend or limit the offering of shares to the public at any time. EVD acts as principal in selling shares of the Fund under the distribution agreement with the Fund. The distribution agreement is renewable annually by the Fund's Board of Directors (including a majority of its Directors who are not interested persons of EVD or the Fund), may be terminated on six months' notice by either party, and is automatically terminated upon assignment. EVD distributes Fund shares on a "best efforts" basis under which it is required to take and pay for only such shares as may be sold. EVD allows Authorized Firms discounts from the applicable public offering price which are alike for all Authorized Firms. See "How to Buy Fund Shares" in the Prospectus for the discounts allowed to Authorized Firms. EVD may allow, upon notice to all Authorized Firms, discounts up to the full sales charge during the periods specified in the notice. During periods when the discount includes the full sales charge, such Authorized Firms may be deemed to be underwriters as that term is defined in the Securities Act of 1933. DISTRIBUTION PLAN As described in the Prospectus, in addition to the fees and expenses described herein, the Fund finances distribution activities and bears expenses associated with the distribution of its shares pursuant to a distribution plan (the "Plan") designed to meet the requirements of Rule 12b-1 under the 1940 Act. Pursuant to such Rule, the Plan has been approved by the Board of Directors of the Fund (including a majority of those Directors who are not interested persons of the Fund and who have no direct or indirect financial interest in the operation of the Plan). Under the Plan, the President or a Vice President of the Fund shall provide to the Directors for their review, and the Directors shall review at least quarterly, a written report of the amounts expended under the Plan and the purposes for which such expenditures were made. The Plan remains in effect from year to year provided such continuance is approved at least annually by a vote of the Board of Directors and by a majority of those Directors who are not interested persons of the Fund and who have no direct or indirect financial interest in the operation of the Plan. The Plan may not be amended to increase materially the payments described therein without approval of the shareholders of the Fund, and all material amendments of the Plan must also be approved by the Directors in the manner described above. The Plan may be terminated at any time by vote of a majority of the Directors who are not interested persons of the Fund and who have no direct or indirect financial interest in the operation of the Plan or by a vote of a majority of the outstanding voting securities of the Fund. If the Plan is terminated or not continued in effect, the Fund has no obligation to reimburse the Principal Underwriter for amounts expended by the Principal Underwriter in distributing shares of the Fund. So long as the Plan is in effect, the selection and nomination of Directors who are not interested persons of the Fund shall be committed to the discretion of the Directors who are not such interested persons. The Directors have determined that in their judgment there is a reasonable likelihood that the Plan will benefit the Fund and its shareholders. The Plan is intended to compensate the Principal Underwriter for its distribution services to the Fund by paying the Principal Underwriter monthly distribution fees in connection with the sale of shares of the Fund. PERFORMANCE INFORMATION The table below indicates the cumulative and average annual total return on a hypothetical investment of $1,000 in the Fund covering the ten-, five- and one-year periods ended August 31, 1996.
VALUE OF A $1,000 INVESTMENT TOTAL RETURN TOTAL RETURN EXCLUDING MAXIMUM INCLUDING MAXIMUM VALUE OF SALES CHARGE SALES CHARGE INVESTMENT INVESTMENT AMOUNT OF INVESTMENT ---------------------------- --------------------------- PERIOD DATE INVESTMENT* ON 8/31/96 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED - ----------------------------------------------------------------------------------------------------------------------------------- 10 Years Ended 8/31/96 8/31/86 $952.54 $4,106.97 331.16% 15.74% 310.70% 15.17% 5 Years Ended 8/31/96 8/31/91 $952.25 $2,406.83 152.75% 20.38% 140.68% 19.20% 1 Year Ended 8/31/96 8/31/95 $952.40 $1,248.04 31.04% 31.04% 24.80% 24.80%
Past performance is not indicative of future results. Investment return and principal value will fluctuate; shares, when redeemed, may be worth more or less than their original cost. *Initial investment less current maximum sales charge of 4.75% CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES As of October 31, 1996, the current Directors and officers of the Fund, as a group, owned in the aggregate less than 1% of the outstanding shares of the Fund. As of October 31, 1996, to the knowledge of the Fund, no person owns of record or beneficially 5% or more of the Fund's outstanding shares as of such date. OTHER INFORMATION The Fund was incorporated in Maryland on November 7, 1984. On August 30, 1996, the Fund changed its name from Medical Research Investment Fund, Inc. INDEPENDENT ACCOUNTANTS For the fiscal year ending August 31, 1996 and the audit of the Fund for such year, Tait, Weller & Baker, Two Penn Center Plaza, Suite 700, Philadelphia, Pennsylvania, has served as the Fund's independent accountants. For future fiscal periods, Coopers & Lybrand L.L.P., One Post Office Square, Boston, Massachusetts, will be the independent accountants of the Fund, providing audit services, tax return preparation, and assistance and consultation with respect to the preparation of filings with the Commission. Coopers & Lybrand Chartered Accountants, Toronto, Canada, are the independent accountants for the Portfolio. FINANCIAL STATEMENTS At the time of the audit of the Portfolio, its name was Global Health Sciences Portfolio. The financial statements of the Fund, which are included in the Fund's Annual Report to Shareholders dated August 31, 1996, are incorporated by reference into this SAI and have been so incorporated in reliance on the report of Tait, Weller & Baker, independent certified public accountants, as experts in accounting and auditing. Registrant incorporates by reference the audited financial information for the Fund for the fiscal year ended August 31, 1996 (Accession No. 0000928816- 96-000326), as previously filed electronically with the Commission. GLOBAL HEALTH SCIENCES PORTFOLIO STATEMENT OF ASSETS AND LIABILITIES JUNE 3, 1996 ASSETS: Cash .................................................... $100,010 Deferred organization expenses .......................... 12,000 -------- Total assets ........................................ $112,010 LIABILITIES: Accrued organization expenses ........................... 12,000 -------- NET ASSETS .................................................. $100,010 ======== NOTES: (1) Global Health Sciences Portfolio (the "Portfolio") was organized as a New York Trust on March 26, 1996 and has been inactive since that date, except for matters relating to its organization and registration as an investment company under the Investment Company Act of 1940 and the sale of interests therein at the purchase price of $100,000 to Boston Management & Research and the sale of interest therein at the purchase price of $10 to Eaton Vance Management (the "Initial Interests"). (2) Organization expenses are being deferred and will be amortized on a straight-line basis over a period not to exceed five years, commencing on the effective date of the Portfolio's initial offering of its interests. The amount paid by the Portfolio on any withdrawal by the holders of the Initial Interests of any of the respective Initial Interests will be reduced by a portion of any unamortized organization expenses, determined by the proportion of the amount of the Initial Interests withdrawn to the Initial Interests then outstanding. (3) At 4:00 p.m., New York City time, on each business day of the Portfolio, the value of an investor's interest in the Portfolio is equal to the product of (i) the aggregate net asset value of the Portfolio multiplied by (ii) the percentage representing that investor's share of the aggregate interest in the Portfolio effective for that day. REPORT OF INDEPENDENT ACCOUNTANTS To the Trustees and Investors of Global Health Sciences Portfolio: We have audited the accompanying statement of assets and liabilities of Global Health Sciences Portfolio (a New York Trust) as of June 3, 1996. This financial statement is the responsibility of the Portfolio's management. Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statement referred to above presents fairly, in all material respects, the financial position of Global Health Sciences Portfolio as of June 3, 1996, in conformity with generally accepted accounting principles. /s/ Coopers & Lybrand Chartered Accountants --------------------------------------- Coopers & Lybrand Chartered Accountants Toronto, Ontario June 21, 1996 The Registrant incorporates herein by reference the Statement of Additional Information of EV Traditional Worldwide Health Sciences Fund, Inc. dated September 3, 1996 as previously electronically filed with the Commission on September 6, 1996 (Accession No. 0000950156-96-000791). PART C OTHER INFORMATION ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS (A) FINANCIAL STATEMENTS: INCLUDED IN PART A: Financial Highlights for each of the ten years in the period ended August 31, 1996 INCLUDED IN PART B: Statement of Assets and Liabilities of Global Health Sciences Portfolio dated June 3, 1996 INCORPORATED BY REFERENCE TO THE ANNUAL REPORT, DATED AUGUST 31, 1996, FILED ELECTRONICALLY PURSUANT TO SECTION 30(B)(2) OF THE INVESTMENT COMPANY ACT OF 1940, ARE THE FOLLOWING FINANCIAL STATEMENTS (ACCESSION NO. 0000928816-96-000323): Portfolio of Investments as of August 31, 1996 Statement of Assets and Liabilities as of August 31, 1996 Statement of Operations for the year ended August 31, 1996 Statement of Changes in Net Assets for each of the two years ended August 31, 1996 Financial Highlights for the five years ended August 31, 1996 Notes to Financial Statements Report of Independent Certified Public Accountants (B) EXHIBITS: 1(a) Copy of Articles of Incorporation dated November 5, 1984 filed as Exhibit 1 to Pre-Effective Amendment No. 1 to Form N-1A Registration Statement No. 2-95103. (b) Articles of Amendment Changing Name of Corporation dated August 30, 1996 filed herewith. (c) Articles Supplementary dated November 18, 1996 filed herewith. 2 Copy of By-Laws filed as Exhibit 2 to Pre-Effective Amendment No. 1 to Form N-1A Registration Statement No. 2-95103. 3 Not applicable. 4 Not applicable. 5 Management Contract between Registrant and Eaton Vance Management dated July 17, 1996 filed as Exhibit 5(c) to Post-Effective Amendment No. 15 and incorporated herein by reference. 6(a) Distribution Agreement between Registrant and Eaton Vance Distributors, Inc. dated November 1, 1996 filed herewith. (b) Selling Group Agreement between Eaton Vance Distributors, Inc. and Authorized Dealers filed as Exhibit 6(b) to the Registration Statement of Eaton Vance Growth Trust Post-Effective Amendment No. 61 and incorporated herein by reference. (c) Schedule of Dealer Discounts and Sales Charges filed as Exhibit 6(c) to the Registration Statement of Eaton Vance Growth Trust Post-Effective Amendment No. 59 and incorporated herein by reference. 7 The Securities and Exchange Commission has granted the Eaton Vance Group of Funds an exemptive order that permits them to enter into deferred compensation arrangements with its independent Trustees. See in the Matter of Capital Exchange Fund, Inc., Release No. IC-20671 (November 1, 1994). 8 Not applicable. 9 Not applicable. 10 Opinion and consent of counsel filed as Exhibit (10) to Post-Effective Amendment No. 12 to Form N-1A Registration Statement No. 2-95103. 11(a) Consent of Tait, Weller & Baker on behalf of EV Traditional Worldwide Health Sciences Fund, Inc. filed herewith. (b) Consent of Coopers & Lybrand on behalf of Worldwide Health Sciences Portfolio filed herewith. 12 Not applicable. 13 Not applicable. 14 Not applicable. 15(a) Distribution Plan dated July 17, 1996 filed as Exhibit 15(a)(4) to Post-Effective Amendment No. 15 and incorporated herein by reference. (b) Amendment dated November 1, 1996 to the Distribution Plan (filed as Exhibit 15(a)(4)) filed herewith. 16 Schedule for Computation of Performance Quotations filed herewith. 17 Not applicable 18 Multiple Class Plan for Institutional Shares dated November 18, 1996 filed herewith. ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT Not applicable ITEM 26. NUMBER OF HOLDERS OF SECURITIES Number of Record Holders Title of Class as of October 31, 1996 -------------- ---------------------- Shares of common stock 8,780 par value $.001 ITEM 27. INDEMNIFICATION Article VII (3) of the Registrant's Articles of Incorporation, incorporated by reference as Exhibit 1 hereto, and Article VI, Section II of the Registrant's By-Laws incorporated by reference as Exhibit 2 hereto, provide for the indemnification of the Registrant's principal underwriter, custodian, and transfer agent. In no event will the Registrant indemnify any of its Directors, officers, employees, or agents against any liability to which such person would otherwise be subject by reason of his willful misfeasance, bad faith, or gross negligence in the performance of his duties, or by reason of his reckless disregard of the duties involved in the conduct of his office or under his agreement with the Registrant. The Registrant will comply with Rule 484 under the Securities Act of 1933 and the Release No. 11330 under the Investment Company Act of 1940 in connection with any indemnification. Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to Directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a Director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such Director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issues. ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER Reference is made to the information set forth under the caption "Management of the Fund and the Portfolio" in the Statement of Additional Information, which information is incorporated herein by reference. ITEM 29. PRINCIPAL UNDERWRITERS (a) Registrant's principal underwriter, Eaton Vance Distributors, Inc., a wholly-owned subsidiary of Eaton Vance Management, is the principal underwriter for each of the investment companies named below: EV Classic California Municipals Fund EV Classic Connecticut Municipals Fund EV Classic Florida Insured Municipals Fund EV Classic Florida Limited Maturity Municipals Fund EV Classic Florida Municipals Fund EV Classic Government Obligations Fund EV Classic Greater China Growth Fund EV Classic Growth Fund EV Classic High Income Fund EV Classic Information Age Fund EV Classic Investors Fund EV Classic Massachusetts Limited Maturity Municipals Fund EV Classic National Limited Maturity Municipals Fund EV Classic National Municipals Fund EV Classic New Jersey Municipals Fund EV Classic New York Limited Maturity Municipals Fund EV Classic New York Municipals Fund EV Classic Pennsylvania Limited Maturity Municipals Fund EV Classic Pennsylvania Municipals Fund EV Classic Rhode Island Municipals Fund EV Classic Senior-Floating Rate Fund EV Classic Strategic Income Fund EV Classic Special Equities Fund EV Classic Stock Fund EV Classic Tax-Managed Growth Fund EV Classic Total Return Fund EV Marathon Alabama Municipals Fund EV Marathon Arizona Municipals Fund EV Marathon Arkansas Municipals Fund EV Marathon Asian Small Companies Fund EV Marathon California Limited Maturity Municipals Fund EV Marathon California Municipals Fund EV Marathon Colorado Municipals Fund EV Marathon Connecticut Limited Maturity Municipals Fund EV Marathon Connecticut Municipals Fund EV Marathon Emerging Markets Fund EV Marathon Florida Insured Municipals Fund EV Marathon Florida Limited Maturity Municipals Fund EV Marathon Florida Municipals Fund EV Marathon Georgia Municipals Fund EV Marathon Gold & Natural Resources Fund EV Marathon Government Obligations Fund EV Marathon Greater China Growth Fund EV Marathon Greater India Fund EV Marathon Growth Fund EV Marathon Hawaii Municipals Fund EV Marathon High Income Fund EV Marathon High Yield Municipals Fund EV Marathon Information Age Fund EV Marathon Investors Fund EV Marathon Kansas Municipals Fund EV Marathon Kentucky Municipals Fund EV Marathon Louisiana Municipals Fund EV Marathon Maryland Municipals Fund EV Marathon Massachusetts Limited Maturity Municipals Fund EV Marathon Massachusetts Municipals Fund EV Marathon Michigan Limited Maturity Municipals Fund EV Marathon Michigan Municipals Fund EV Marathon Minnesota Municipals Fund EV Marathon Mississippi Municipals Fund EV Marathon Missouri Municipals Fund EV Marathon National Limited Maturity Municipals Fund EV Marathon National Municipals Fund EV Marathon New Jersey Limited Maturity Municipals Fund EV Marathon New Jersey Municipals Fund EV Marathon New York Limited Maturity Municipals Fund EV Marathon New York Municipals Fund EV Marathon North Carolina Municipals Fund EV Marathon Ohio Limited Maturity Municipals Fund EV Marathon Ohio Municipals Fund EV Marathon Oregon Municipals Fund EV Marathon Pennsylvania Limited Maturity Municipals Fund EV Marathon Pennsylvania Municipals Fund EV Marathon Rhode Island Municipals Fund EV Marathon Strategic Income Fund EV Marathon South Carolina Municipals Fund EV Marathon Special Equities Fund EV Marathon Stock Fund EV Marathon Tax-Managed Growth Fund EV Marathon Tennessee Municipals Fund EV Marathon Texas Municipals Fund EV Marathon Total Return Fund EV Marathon Virginia Municipals Fund EV Marathon West Virginia Municipals Fund EV Marathon Worldwide Health Sciences Fund EV Traditional Alabama Municipals Fund EV Traditional Arizona Municipals Fund EV Traditional Arkansas Municipals Fund EV Traditional Asian Small Companies Fund EV Traditional California Limited Maturity Municipals Fund EV Traditional California Municipals Fund EV Traditional Colorado Municipals Fund EV Traditional Connecticut Limited Maturity Municipals Fund EV Traditional Connecticut Municipals Fund EV Traditional Emerging Markets Fund EV Traditional Florida Insured Municipals Fund EV Traditional Florida Limited Maturity Municipals Fund EV Traditional Florida Municipals Fund EV Traditional Georgia Municipals Fund EV Traditional Government Obligations Fund EV Traditional Greater China Growth Fund EV Traditional Greater India Fund EV Traditional Growth Fund EV Traditional Hawaii Municipals Fund EV Traditional High Yield Municipals Fund EV Traditional Kansas Municipals Fund EV Traditional Kentucky Municipals Fund EV Traditional Louisiana Municipals Fund EV Traditional Maryland Municipals Fund EV Traditional Massachusetts Municipals Fund EV Traditional Michigan Limited Maturity Municipals Fund EV Traditional Michigan Municipals Fund EV Traditional Minnesota Municipals Fund EV Traditional Mississippi Municipals Fund EV Traditional Missouri Municipals Fund Eaton Vance Municipal Bond Fund L.P. EV Traditional National Limited Maturity Municipals Fund EV Traditional National Municipals Fund EV Traditional New Jersey Limited Maturity Municipals Fund EV Traditional New Jersey Municipals Fund EV Traditional New York Limited Maturity Municipals Fund EV Traditional New York Municipals Fund EV Traditional North Carolina Municipals Fund EV Traditional Ohio Limited Maturity Municipals Fund EV Traditional Ohio Municipals Fund EV Traditional Oregon Municipals Fund EV Traditional Pennsylvania Municipals Fund EV Traditional South Carolina Municipals Fund EV Traditional Special Equities Fund EV Traditional Stock Fund EV Traditional Tax-Managed Growth Fund EV Traditional Tennessee Municipals Fund EV Traditional Texas Municipals Fund EV Traditional Total Return Fund EV Traditional Virginia Municipals Fund EV Traditional West Virginia Municipals Fund EV Traditional Worldwide Health Sciences Fund, Inc. Eaton Vance Cash Management Fund Eaton Vance Liquid Assets Trust Eaton Vance Money Market Fund Eaton Vance Prime Rate Reserves Eaton Vance Short-Term Treasury Fund Eaton Vance Tax Free Reserves Massachusetts Municipal Bond Portfolio (B)
(1) (2) (3) Name and Principal Positions and Offices Positions and Offices Business Address with Principal Underwriter with Registrant ---------------- -------------------------- --------------------- James B. Hawkes* Vice President and Director President, Principal Executive Officer and Trustee William M. Steul* Vice President and Director None Wharton P. Whitaker* President and Director None Chris Berg* Vice President None Kate B. Bradshaw* Vice President None H. Day Brigham, Jr.* Vice President None Susan W. Bukima* Vice President None Jeffrey W. Butterfield* Vice President None David B. Carle* Vice President None James S. Comforti* Vice President None Raymond Cox* Vice President None Mark P. Doman* Vice President None James Foley* Vice President None Michael A. Foster* Vice President None William M. Gillen* Vice President None Hugh S. Gilmartin* Vice President None Perry D. Hooker* Vice President None Brian Jacobs* Senior Vice President None Thomas P. Luka* Vice President None Timothy D. McCarthy* Vice President None Joseph T. McMenamin* Vice President None Morgan C. Mohrman* Senior Vice President None James A. Naughton* Vice President None Mark D. Nelson* Vice President None Linda D. Newkirk* Vice President None Thomas Otis* Secretary and Clerk Secretary George D. Owen* Vice President None F. Anthony Robinson* Vice President None Jay S. Rosoff* Vice President None Benjamin A. Rowland, Jr.* Vice President, None Treasurer and Director John P. Rynne* Vice President None Kevin Schrader* Vice President None George V.F. Schwab, Jr.* Vice President None Cornelius J. Sullivan* Vice President None David M. Thill* Vice President None Chris Volf* Vice President None Sue Wilder* Vice President None
---------- *Address is 24 Federal Street, Boston, MA 02110 ITEM 30. LOCATION OF ACCOUNTS AND RECORDS All applicable accounts, books and documents required to be maintained by the Registrant by Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder are in the possession and custody of the Registrant's custodian, Investors Bank & Trust Company, 89 South Street, Boston, MA 02111, and its transfer agent, First Data Investor Services Group, 4400 Computer Drive, Westborough, MA 01581-5120, with the exception of certain corporate documents and portfolio trading documents which are in the possession and custody of Eaton Vance Management, 24 Federal Street, Boston, MA 02110. Certain corporate documents of Worldwide Health Sciences Portfolio (the "Portfolio") are also maintained by IBT Trust Company (Cayman), Ltd., the Bank of Nova Scotia Building, P.O. Box 501, George Town, Grand Cayman, Cayman Islands, British West Indies, and certain investor account, Portfolio and the Registrant's accounting records are held by IBT Fund Services (Canada) Inc., 1 First Canadian Place, King Street West, Suite 2800, P.O. Box 231, Toronto, Ontario, Canada M5X 1C8. Registrant is informed that all applicable accounts, books and documents required to be maintained by registered investment advisers are in the custody and possession of Eaton Vance Management. ITEM 31. MANAGEMENT SERVICES Not applicable ITEM 32. UNDERTAKINGS The Registrant undertakes to furnish to each person to whom a prospectus is delivered a copy of the latest annual report to shareholders, upon request and without charge. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Amendment to the Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, and Commonwealth of Massachusetts on the 22nd day of November, 1996. EV TRADITIONAL WORLDWIDE HEALTH SCIENCES FUND, INC. By: /s/ James B. Hawkes -------------------------------- James B. Hawkes, President Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signatures Title Date President, Principal Executive /s/ James B. Hawkes Officer and Director November 22, 1996 --------------------------------- James B. Hawkes Treasurer and Principal Financial and /s/ James L. O'Connor Accounting Officer November 22, 1996 --------------------------------- James L. O'Connor Director November 22, 1996 Donald R. Dwight* --------------------------------- Donald R. Dwight Director November 22, 1996 Samuel L. Hayes, III* --------------------------------- Samuel L. Hayes, III Director November 22, 1996 Norton H. Reamer* --------------------------------- Norton H. Reamer Director November 22, 1996 John L. Thorndike* --------------------------------- John L. Thorndike Director November 22, 1996 Jack L. Treynor* --------------------------------- Jack L. Treynor *Signed by: /s/ James B. Hawkes ---------------------- As Attorney-in-fact
SIGNATURES The undersigned Portfolio has duly caused this Amendment to the Registration Statement on Form N-1A of the Registrant (File No. 2-95103) to be signed on its behalf by the undersigned, thereunto duly authorized, in Hamilton, Bermuda on the 18th day of October, 1996. WORLDWIDE HEALTH SCIENCES PORTFOLIO By: /s/ James B. Hawkes -------------------------------- James B. Hawkes, President Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signatures Title Date ---------- ----- ---- President, Principal Officer and /s/ James B. Hawkes Trustee October 18, 1996 --------------------------------- James B. Hawkes Treasurer, Principal Financial and Accounting Officer and /s/ James L. O'Connor Trustee October 18, 1996 --------------------------------- James L. O'Connor /s/ Donald R. Dwight --------------------------------- Trustee October 18, 1996 Donald R. Dwight /s/ Samuel L. Hayes, III Trustee October 18, 1996 --------------------------------- Samuel L. Hayes, III /s/ Norton H. Reamer Trustee October 18, 1996 --------------------------------- Norton H. Reamer /s/ John L. Thorndike Trustee October 18, 1996 --------------------------------- John L. Thorndike /s/ Jack L. Treynor Trustee October 18, 1996 --------------------------------- Jack L. Treynor
INDEX TO EXHIBITS Exhibit Number Description of Exhibits - ------- ----------------------- 1(b) Articles of Amendment Changing Name of Corporation dated August 30, 1996. 1(c) Articles Supplementary dated November 18, 1996. 6(a) Distribution Agreement between Registrant and Eaton Vance Distributors, Inc. dated November 1, 1996. 11(a) Consent of Tait, Weller & Baker on behalf of EV Traditional Worldwide Health Sciences Fund, Inc. 11(b) Consent of Coopers & Lybrand on behalf of Worldwide Health Sciences Portfolio. 15(b) Amendment dated November 1, 1996 to the Distribution Plan between Registrant and Eaton Vance Distributors, Inc. (filed as Exhibit 15(a)(4)). 16 Schedule for Computation of Performance Quotation 18 Multiple Class Plan for EV Traditional Worldwide Health Sciences Fund, Inc. dated November 18, 1996 filed herewith. EX-99.1(B) 2 ARTICLES OF AMENDMENT DATED 8/30/96 EXHIBIT 99.1(B) MEDICAL RESEARCH INVESTMENT FUND, INC. ARTICLES OF AMENDMENT CHANGING NAME OF CORPORATION Medical Research Investment Fund, Inc., a Maryland Corporation having its principle office in Baltimore City, Maryland (hereinafter called the "Corporation"), hereby certifies to the State Department of Assessments and Taxation of Maryland, that: FIRST: The charter of the Corporation is hereby amended by striking out Article II of the Articles of Incorporation and inserting in lieu thereof the following: ARTICLE II The name of the Corporation is: EV TRADITIONAL WORLDWIDE HEALTH SCIENCES FUND, INC. SECOND: This Amendment does not increase the authorized stock of the Corporation. THIRD: The foregoing amendment to the charter of the Corporation was approved by a majority of the Board of Directors on July 17, 1996 and is limited to a change expressly permitted by Section 2-605 of the Maryland General Corporation Law. FOURTH: The Corporation is registered as an open-end company under the Investment Company Act of 1940. IN WITNESS WHEREOF, Medical Research Investment Fund, Inc. has caused these presents to be signed in its name and on its behalf by its President and witnessed by its Secretary on August 28, 1996. ATTEST: MEDICAL RESEARCH INVESTMENT FUND, INC. /s/ Iris R. Clay /s/ Samuel D. Isaly - ------------------------------------- ------------------------------------- Iris R. Clay Samuel D. Isaly Secretary President THE UNDERSIGNED, President of MEDICAL RESEARCH INVESTMENT FUND, INC. Who executed on behalf of the Corporation the foregoing Articles of Amendment of which this certificate is made a part, hereby acknowledges in the name and on behalf of said Corporation the foregoing Articles of Amendment to be the corporate act of said Corporation and further certifies that to the best of his knowledge, information and belief the matters and facts set forth therein with respect to the authorization and approval thereof are true in all material respects under the penalties of perjury. /s/ Samuel D. Isaly ------------------------------------- Samuel D. Isaly President EX-99.1(C) 3 ARTICLES SUPPLEMENTARY DATED 11/18/96 EXHIBIT 99.1(C) EV TRADITIONAL WORLDWIDE HEALTH SCIENCES FUND, INC. ARTICLES SUPPLEMENTARY EV Traditional Worldwide Health Sciences Fund, Inc., a Maryland corporation, having its principal office in Baltimore City, Maryland (the "Corporation"), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Pursuant to authority expressly vested in the Board of Directors of the Corporation by Article VI of the Charter of the Corporation, the Board of Directors has duly divided and reclassified 500,000,000 shares of authorized but unissued shares of Common Stock of the Corporation into Class I Shares. The remaining 500,000,000 shares of Common Stock (including the currently issued and outstanding shares) shall be referred to as Class A Shares. SECOND: The Class A Shares and the Class I Shares shall represent the same interest in the Corporation and have identical voting, dividend, liquidation, and other rights as provided in the Charter of the Corporation; provided, however, that notwithstanding anything in the Charter to the contrary: (1) The Class A Shares shall be subject to such sales charges and service fees as may be established from time to time by the Board of Directors in accordance with the Investment Company Act of 1940 and applicable rules and regulations of the National Association of Securities Dealers, Inc. and as shall be set forth in the prospectus for the Class A Shares. (2) The Class I Shares shall be offered for sale at net asset value to such classes of investors as may be established from time to time by the Board of Directors and as shall be set forth in the prospectus for the Class I Shares. The Class I Shares shall not be subject to a service fee. (3) Expenses related solely to a particular Class (including, without limitation, distribution expenses under a Rule 12b-1 plan and administrative expenses under an administration or service agreement, plan or other arrangement, however, designated) shall be borne by that Class and shall be appropriately reflected (in the manner determined by the Board of Directors) in the net asset value, dividends, distribution and liquidation rights of the shares of that Class. (4) As to any matter with respect to which a separate vote of any Class is required by the Investment Company Act of 1940 or by the Maryland General Corporation Law (including, without limitation, approval of any plan, agreement or other arrangement referred to in subsection (3) above), such requirement as to a separate vote by that Class shall apply in lieu of single class voting (i.e., all shares voting together as a single class), and if permitted by the Investment Company Act of 1940 or the Maryland General Corporation Law, the Classes shall vote together as a single class on any such matter which shall have the same effect on each such Class. As to any matter which does not affect the interest of a particular Class, only the holders of shares of the affected Classes shall be entitled to vote. THIRD: These Articles Supplementary do not increase the aggregate authorized capital stock of the Corporation. IN WITNESS WHEREOF, EV Traditional Worldwide Health Sciences Fund, Inc. has caused these presents to be signed in its name and on its behalf by its President and witnessed by its Assistant Secretary on November 18, 1996. WITNESS: EV TRADITIONAL WORLDWIDE HEALTH SCIENCES FUND, INC. /s/ Eric G. Woodbury By: /s/ James B. Hawkes - ------------------------------------- ------------------------------------- Eric G. Woodbury James B. Hawkes Assistant Secretary President THE UNDERSIGNED, President of EV Traditional Worldwide Health Sciences Fund, Inc., who executed on behalf of the Corporation Articles Supplementary of which this Certificate is made a part, hereby acknowledges in the name and on behalf of said Corporation the foregoing Articles Supplementary to be the corporate act of said Corporation and hereby certifies that the matters and facts set forth herein with respect to the authorization and approval thereof are true in all material respects under the penalties of perjury. /s/ James B. Hawkes ------------------------------------- James B. Hawkes President EX-99.6(A) 4 DISTRIBUTION AGREEMENT DATED 11/1/96 EXHIBIT 99.6(A) EV TRADITIONAL WORLDWIDE HEALTH SCIENCES FUND, INC. DISTRIBUTION AGREEMENT AGREEMENT effective November 1, 1996 between EV TRADITIONAL WORLDWIDE HEALTH SCIENCES FUND, INC., hereinafter called the "Fund," a Maryland corporation having its principal place of business in Boston in the Commonwealth of Massachusetts and EATON VANCE DISTRIBUTORS, INC., a Massachusetts corporation having its principal place of business in said Boston and formerly named EV Distributors, Inc., hereinafter sometimes called the "Principal Underwriter." IN CONSIDERATION of the mutual promises and undertakings herein contained, the parties hereto agree: 1. The Fund grants to the Principal Underwriter the right to purchase shares of the Fund upon the terms hereinbelow set forth during the term of this Agreement. While this Agreement is in force, the Principal Underwriter agrees to use its best efforts to find purchasers for shares of the Fund. The Principal Underwriter shall have the right to buy from the Fund the shares needed, but not more than the shares needed (except for clerical errors and errors of transmission) to fill unconditional orders for shares of the Fund placed with the Principal Underwriter by financial service firms or investors as set forth in the current Prospectus relating to shares of the Fund. The price which the Principal Underwriter shall pay for the shares so purchased shall be the net asset value used in determining the public offering price on which such orders were based. The Principal Underwriter shall notify Investors Bank & Trust Company, Custodian of the Fund ("IBT"), and First Data Investor Services Group, Transfer Agent of the Fund ("First Data"), or a successor transfer agent, at the end of each business day, or as soon thereafter as the orders placed with it have been compiled, of the number of shares and the prices thereof which the Principal Underwriter is to purchase as principal for resale. The Principal Underwriter shall take down and pay for shares ordered from the Fund on or before the eleventh business day (excluding Saturdays) after the shares have been so ordered. The right granted to the Principal Underwriter to buy shares from the Fund shall be exclusive, except that said exclusive right shall not apply to shares issued in connection with the merger or consolidation of any other investment company or personal holding company with the Fund or the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding shares of any such company, by the Fund; nor shall it apply to shares, if any, issued by the Fund in distribution of income or realized capital gains of the Fund payable in shares or in cash at the option of the shareholder. 2. The shares may be resold by the Principal Underwriter to or through financial service firms having agreements with the Principal Underwriter, and to investors, upon the following terms and conditions. The public offering price, i.e., the price per share at which the Principal Underwriter or financial service firm purchasing shares from the Principal Underwriter may sell shares to the public, shall be the public offering price as set forth in the current Prospectus relating to said shares, but not to exceed the net asset value at which the Principal Underwriter is to purchase the shares, plus a sales charge not to exceed 7.25% of the public offering price (the net asset value divided by .9275). If the resulting public offering price does not come out to an even cent, the public offering price shall be adjusted to the nearer cent. The Principal Underwriter may also sell shares at the net asset value at which the Principal Underwriter is to purchase such shares, provided such sales are not inconsistent with the provisions of Section 22(d) of the Investment Company Act of 1940, as amended from time to time (the "1940 Act"), and the rules thereunder, including any applicable exemptive orders or administrative interpretations or "no-action" positions with respect thereto. The net asset value of shares of the Fund shall be determined by the Fund or IBT, as the agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each business day on which said Exchange is open, or as of such other time on each such business day as may be determined by the Directors of the Fund, in accordance with the methodology and procedures for calculating such net asset value authorized by the Directors. The Fund may also cause the net asset value to be determined in substantially the same manner or estimated in such manner and as of such other time or times as may from time to time be agreed upon by the Fund and Principal Underwriter. The Fund will notify the Principal Underwriter each time the net asset value of the Fund's shares is determined and when such value is so determined it shall be applicable to transactions as set forth in the current Prospectus and Statement of Additional Information (hereafter the "Prospectus") relating to the Fund's shares. No shares of the Fund shall be sold by the Fund during any period when the determination of net asset value is suspended pursuant to the Articles of Organization, except to the Principal Underwriter, in the manner and upon the terms above set forth to cover contracts of sale made by the Principal Underwriter with its customers prior to any such suspension, and except as provided in the last paragraph of paragraph 1 hereof. The Fund shall also have the right to suspend the sale of the Fund's shares if in the judgment of the Fund conditions obtaining at any time render such action advisable. The Principal Underwriter shall have the right to suspend sales at any time, to refuse to accept or confirm any order from an investor or financial service firm, or to accept or confirm any such order in part only, if in the judgment of the Principal Underwriter such action is in the best interests of the Fund. 3. The Fund covenants and agrees that it will, from time to time, but subject to the necessary approval of the Fund's shareholders, take such steps as may be necessary to register the Fund's shares under the federal Securities Act of 1933, as amended from time to time (the "1933 Act"), to the end that there will be available for sale such number of shares as the Principal Underwriter may reasonably be expected to sell. The Fund covenants and agrees to indemnify and hold harmless the Principal Underwriter and each person, if any, who controls the Principal Underwriter within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith), arising by reason of any person acquiring any shares of the Fund, which may be based upon the 1933 Act or on any other statute or at common law, on the ground that the Registration Statement or Prospectus, as from time to time amended and supplemented, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, unless such statement or omission was made in reliance upon, and in conformity with, information furnished in writing to the Fund in connection therewith by or on behalf of the Principal Underwriter; provided, however, that in no case (i) is the indemnity of the Fund in favor of the Principal Underwriter and any such controlling person to be deemed to protect such Principal Underwriter or any such controlling person against any liability to the Fund or its security holders to which such Principal Underwriter or any such controlling person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Fund to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Principal Underwriter or any such controlling person unless the Principal Underwriter or any such controlling person, as the case may be, shall have notified the Fund in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the Principal Underwriter or such controlling person (or after such Principal Underwriter or such controlling person shall have received notice of such service on any designated agent), but failure to notify the Fund of any such claim shall not relieve it from any liability which the Fund may have to the person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Fund shall be entitled to participate, at the expense of the Fund, in the defense, or, if the Fund so elects, to assume the defense of any suit brought to enforce any such liability, but if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by it and satisfactory to the Principal Underwriter or controlling person or persons, defendant or defendants in the suit. In the event the Fund elects to assume the defense of any such suit and retains such counsel, the Principal Underwriter or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them, but, in case the Fund does not elect to assume the defense of any such suit, the Fund shall reimburse the Principal Underwriter or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. The Fund agrees promptly to notify the Principal Underwriter of the commencement of any litigation or proceedings against it or any of its officers or Directors in connection with the issuance or sale of any of the Fund's shares. 4. The Principal Underwriter covenants and agrees that, in selling the shares of the Fund, it will use its best efforts in all respects duly to conform with the requirements of all state and federal laws relating to the sale of such shares, and will indemnify and hold harmless the Fund and each of its Directors and officers and each person, if any, who controls the Fund within the meaning of Section 15 of the 1933 Act, against any loss, liability, damages, claim or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith), arising by reason of any person acquiring any shares of the Fund, which may be based upon the 1933 Act or any other statute or at common law, on account of any wrongful act of the Principal Underwriter or any of its employees (including any failure to conform with any requirement of any state or federal law relating to the sale of such shares) or on the ground that the registration statement or Prospectus, as from time to time amended and supplemented, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, insofar as any such statement or omission was made in reliance upon, and in conformity with information furnished in writing to the Fund in connection therewith by or on behalf of the Principal Underwriter, provided, however, that in no case (i) is the indemnity of the Principal Underwriter in favor of any person indemnified to be deemed to protect the Fund or any such person against any liability to which the Fund or any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its or his duties or by reason of its or his reckless disregard of its obligations and duties under this Agreement, or (ii) is the Principal Underwriter to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or such person, as the case may be, shall have notified the Principal Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the Fund, the Fund or upon such person (or after the Fund, the Fund or such person shall have received notice of such service on any designated agent), but failure to notify the Principal Underwriter of any such claim shall not relieve it from any liability which it may have to the Fund or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Principal Underwriter shall be entitled to participate, at its own expense, in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but if the Principal Underwriter elects to assume the defense, such defense shall be conducted by counsel chosen by it and satisfactory to the Fund, or to its officers or Directors, or to any controlling person or persons, defendant or defendants in the suit. In the event that the Principal Underwriter elects to assume the defense of any such suit and retains such counsel, the Fund or such officers or Directors or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them or the Fund, but, in case the Principal Underwriter does not elect to assume the defense of any such suit, it shall reimburse the Fund, any such officers and Directors or controlling person or persons, defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by them or the Fund. The Principal Underwriter agrees promptly to notify the Fund of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the Fund's shares. Neither the Principal Underwriter nor any financial service firm nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in the Registration Statement or Prospectus filed with the Securities and Exchange Commission (the "Commission") under the 1933 Act (as said Registration Statement and Prospectus may be amended or supplemented from time to time), covering the shares of the Fund. Neither the Principal Underwriter nor any financial service firm nor any other person is authorized to act as agent for the Fund in connection with the offering or sale of shares of the Fund to the public or otherwise. All such sales made by the Principal Underwriter shall be made by it as principal, for its own account. The Principal Underwriter may, however, act as agent in connection with the repurchase of shares as provided in paragraph 6 below, or in connection with "exchanges" between investment companies for which the Principal Underwriter (or an affiliate thereof) acts as principal underwriter or investment adviser. 5(a). The Fund will pay, or cause to be paid - (i) all the costs and expenses of the Fund, including fees and disbursements of its counsel, in connection with the preparation and filing of any required Registration Statement and/or Prospectus under the 1933 Act, or the 1940 Act, covering its shares and all amendments and supplements thereto, and preparing and distributing periodic reports to shareholders (including the expense of setting up in type any such Registration Statement, Prospectus or periodic report); (ii) the cost of preparing temporary and permanent share certificates (if any) for shares of the Fund; (iii) The cost and expenses of delivering to the Principal Underwriter at its office in Boston, Massachusetts, all shares of the Fund purchased by it as principal hereunder; (iv) all the federal and state (if any) issue and/or transfer taxes payable upon the issue by or (in the case of treasury shares) transfer from the Fund to the Principal Underwriter of any and all shares of the Fund purchased by the Principal Underwriter hereunder; (v) the fees, costs and expenses of the registration or qualification of shares of the Fund for sale in the various states, territories or other jurisdictions (including without limitation the registering or qualifying the Fund as a broker or dealer or any officer of the Fund as agent or salesman in any state, territory or other jurisdiction); and (vi) all payments to be made by the Fund pursuant to any written plan approved in accordance with Rule 12b-1 under the 1940 Act or any written service plan. (b) The Principal Underwriter agrees that, after the Prospectus (other than to existing shareholders of the Fund) and periodic reports have been set up in type, it will bear the expense of printing and distributing any copies thereof which are to be used in connection with the offering of shares of the Fund to financial service firms or investors. The Principal Underwriter further agrees that it will bear the expenses of preparing, printing and distributing any other literature used by the Principal Underwriter or furnished by it for use by financial service firms in connection with the offering of the shares of the Fund for sale to the public and any expenses of advertising in connection with such offering. (c) The Principal Underwriter shall be entitled to receive all contingent deferred sales charges imposed in accordance with the Prospectus on early redemptions of Fund shares. 6. The Fund hereby authorizes the Principal Underwriter to repurchase, upon the terms and conditions set forth in written instructions given by the Fund to the Principal Underwriter from time to time, as agent of the Fund and for its account, such shares of the Fund as may be offered for sale to the Fund from time to time. (a) The Principal Underwriter shall notify in writing IBT and First Data at the end of each business day, or as soon thereafter as the repurchases in each pricing period have been compiled, of the number of shares repurchased for the account of the Fund since the last previous report, together with the prices at which such repurchases were made, and upon the request of any officer or Directors of the Fund shall furnish similar information with respect to all repurchases made up to the time of the request on any day. (b) The Fund reserves the right to suspend or revoke the foregoing authorization at any time; unless otherwise stated, any such suspension or revocation shall be effective forthwith upon receipt of notice thereof by an officer of the Principal Underwriter, by telegraph or by written instrument from an officer of the Fund duly authorized by its Directors. In the event that the authorization of the Principal Underwriter is, by the terms of such notice, suspended for more than twenty-four hours or until further notice, the authorization given by this paragraph 6 shall not be revived except by action of a majority of the Directors of the Fund. (c) The Principal Underwriter shall have the right to terminate the operation of this paragraph 6 upon giving to the Fund thirty (30) days' written notice thereof. (d) The Fund agrees to authorize and direct First Data, to pay, for the account of the Fund, the purchase price of any shares so repurchased against delivery of the certificates in proper form for transfer to the Fund or for cancellation by the Fund. (e) The Principal Underwriter shall receive no commission in respect of any repurchase of shares under the foregoing authorization and appointment as agent. (f) The Fund agrees it will reimburse the Principal Underwriter, from time to time on demand, for any reasonable expenses incurred in connection with the repurchase of shares of the Fund pursuant to this paragraph 6. 7. If, at any time during the existence of this Agreement, the Fund shall deem it necessary or advisable in the best interests of the Fund that any amendment of this Agreement be made in order to comply with the recommendations or requirements of the Commission or other governmental authority or to obtain any advantage under Massachusetts or federal tax laws, and shall notify the Principal Underwriter of the form of amendment which it deems necessary or advisable and the reasons therefor, and, if the Principal Underwriter declines to assent to such amendment, the Fund may terminate this Agreement forthwith by written notice to the Principal Underwriter. If, at any time during the existence of this Agreement upon request by the Principal Underwriter, the Fund fails (after a reasonable time) to make any changes in its Articles of Organization, or in its methods of doing business which are necessary in order to comply with any requirement of federal law or regulations of the Commission or of a national securities association of which the Principal Underwriter is or may be a member, relating to the sale of the shares of the Fund, the Principal Underwriter may terminate this Agreement forthwith by written notice to the Fund. 8(a). The Principal Underwriter is a corporation in the United States organized under the laws of Massachusetts and holding membership in the National Association of Securities Dealers, Inc., a securities association registered under Section 15A of the Securities Exchange Act of 1934, as amended from time to time, and during the life of this Agreement will continue to be so resident in the United States, so organized and a member in good standing of said Association. The Principal Underwriter covenants that it and its officers and directors will comply with the Fund's Articles of Organization and By-Laws, and the 1940 Act and the rules promulgated thereunder, insofar as they are applicable to the Principal Underwriter. (b) The Principal Underwriter shall maintain in the United States and preserve therein for such period or periods as the Commission shall prescribe by rules and regulations applicable to it as Principal Underwriter of an open-end investment company registered under the 1940 Act such accounts, books and other documents as are necessary or appropriate to record its transactions with the Fund. Such accounts, books and other documents shall be subject at any time and from time to time to such reasonable periodic, special and other examinations by the Commission or any member or representative thereof as the Commission may prescribe. The Principal Underwriter shall furnish to the Commission within such reasonable time as the Commission may prescribe copies of or extracts from such records which may be prepared without effort, expense or delay as the Commission may by order require. 9. This Agreement shall continue in force indefinitely until terminated as in this Agreement above provided, except that: (a) this Agreement shall remain in effect for one year from the date of its execution and shall continue in full force and effect indefinitely thereafter, but only so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Directors of the Fund who are not interested persons of the Fund or of the Principal Underwriter cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Directors of the Fund or by vote of a majority of the outstanding voting securities of the Fund; and (b) that either party shall have the right to terminate this Agreement on six (6) months' written notice thereof given in writing to the other. 10. In the event of the assignment of this Agreement by the Principal Underwriter, this Agreement shall automatically terminate. 11. Any notice under this Agreement shall be in writing, addressed and delivered, or mailed postage paid, to the other party, at such address as such other party may designate for the receipt of such notices. Until further notice to the other party, it is agreed that the record address of the Fund and that of the Principal Underwriter, shall be 24 Federal Street, Boston, Massachusetts 02110. 12. The services of the Principal Underwriter to the Fund hereunder are not to be deemed to be exclusive, the Principal Underwriter being free to (a) render similar services to, and to act as principal underwriter in connection with the distribution of shares of, other investment companies, and (b) engage in other business and activities from time to time. 13. The terms "vote of a majority of the outstanding voting securities," "assignment" and "interested persons," when used herein, shall have the respective meanings specified in the 1940 Act, subject, however, to such exemptions as may be granted by the Commission by any rule, regulation or order. 14. This Agreement shall amend, replace and be substituted for the distribution agreement dated July 17, 1996 between the Fund and the prior principal underwriter, Eaton Vance Distributors, Inc., a separate Massachusetts corporation that has served as principal underwriter prior to the effective date of this Agreement as of the opening of business on November 1, 1996, and this Agreement shall be effective as of such time. IN WITNESS WHEREOF, the parties hereto have entered into this Agreement this 18th day of October, 1996. EV TRADITIONAL WORLDWIDE HEALTH SCIENCES FUND, INC. By /s/ James B. Hawkes ------------------------------------- President EATON VANCE DISTRIBUTORS, INC. By /s/ H. Day Brigham, Jr. ------------------------------------- Vice President EX-99.11(A) 5 AUDITORS CONSENT - (TW&B) EVTWWHSF, INC. EXHIBIT 99.11(A) CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to the reference to our firm in the Post-Effective Amendment No. 16 to the Registration Statement (Form N-1A) of EV Traditional Worldwide Health Sciences Fund, Inc. (formerly Medical Research Investment Fund, Inc.) and to the incorporation by reference of our report dated September 20, 1996 to the Shareholders and Board of Directors of EV Traditional Worldwide Health Sciences Fund, Inc. /s/ Tait, Weller & Baker ------------------------------------- TAIT, WELLER & BAKER Philadelphia, Pennsylvania November 20, 1996 EX-99.11(B) 6 AUDITORS CONSENT - (C&L) WWHSP EXHIBIT 99.11(b) CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the inclusion in Post-Effective Amendment No. 16 to the Registration Statement on Form N-1A (1933 Act File No. 2-95103) of EV Traditional Worldwide Health Sciences Fund, Inc. (formerly Medical Research Investment Fund, Inc.) of our report dated June 21, 1996, relating to Global Health Sciences Portfolio (now named Worldwide Health Sciences Portfolio) appearing in the Statement of Additional Information which is part of such Registration Statement. /s/ Coopers & Lybrand Chartered Accountants ------------------------------------------- COOPERS & LYBRAND CHARTERED ACCOUNTANTS November 21, 1996 Toronto, Canada EX-99.15(B) 7 AMEND. TO DIST. AGREEMENT DATED 11/1/96 EXHIBIT 99.15(B) EV TRADITIONAL WORLDWIDE HEALTH SCIENCES FUND, INC. AMENDMENT OF DISTRIBUTION PLAN Whereas Eaton Vance Distributors, Inc. (the "prior principal underwriter") has served as the Principal Underwriter of Fund shares prior to the effective date of this Amendment, and whereas Eaton Vance Distributors, Inc. (currently named EV Distributors, Inc.), a separate Massachusetts corporation (the "successor principal underwriter"), is succeeding to the business of the prior principal underwriter on November 1, 1996, the Trust hereby amends its Distribution Plan of the above Fund by substituting the successor principal underwriter for the prior principal underwriter in the Plan effective November 1, 1996. ADOPTED: July 17, 1996 EX-99.16 8 SCHEDULE FOR COMPUTATION OF PERFORMANCE QUOTATIONS EXHIBIT 99.16 INVESTMENT PERFORMANCE -- EV TRADITIONAL WORLDWIDE HEALTH SCIENCES FUND, INC. The table below indicates the total return (capital changes plus reinvestment of all distributions) on a hypothetical investment of $1,000 in the Fund covering the 1, 5, and 10 year periods ended August 31, 1996.
VALUE OF A $1,000 INVESTMENT VALUE OF VALUE OF TOTAL RETURN TOTAL RETURN INVESTMENT INVESTMENT INITIAL INVESTMENT EXCLUDING SALES CHARGE INCLUDING SALES CHARGE PERIOD DATE INVESTMENT* ON 08/31/96 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED - ---------- ---------- ----------- ----------- ---------- ---------- ---------- ---------- 10 YEARS ENDED 08/31/96 08/31/86 $952.54 $4,106.97 331.16% 15.74% 310.70% 15.17% 5 YEARS ENDED 08/31/96 08/31/91 $952.25 $2,406.83 152.75% 20.38% 140.68% 19.20% 1 YEAR ENDED 08/31/96 08/31/95 $952.40 $1,248.04 31.04% 31.04% 24.80% 24.80% Average annual total return is calculated using the following formula: n P(1+T) = ERV where P = an initial investment of $1,000 ** T = average annual total return n = number of years ERV = ending redeemable value of $1,000 initial investment at the end of the period Cumulative total return is calculated using the following formula: T = ( ERV / P ) - 1 where T = cumulative total return including the maximum sales charge ERV = ending redeemable value of $1,000 initial investment at the end of the period P = an initial investment of $1,000 *** * Initial investment less the current maximum sales charge of 4.75%. ** The average annual total return including the sales charge is calculated based on an initial investment of $1,000 less the maximum initial sales charge of 4.75%. *** The cumulative total return including the sales charge is calculated based on an initial investment of $1,000 less maximum initial sales charge of 4.75%.
EX-99.18 9 MULTI-CLASS PLAN DATED 11/18/96 EXHIBIT 99.(18) MULTIPLE CLASS PLAN FOR INSTITUTIONAL SHARES Dated November 18, 1996 WHEREAS, each trust or corporation (each a "Trust") listed on Schedule A engages in business as an open-end investment company and is registered as such under the Investment Company Act of 1940, as amended (the "Act"); WHEREAS, the Trustees or Directors (hereafter the "Trustees") of each Trust have established two classes of shares of the series of the Trust (each a "Fund") which are listed on Schedule A hereto or, in the case of EV Traditional Worldwide Health Sciences Fund, Inc., have established two classes of the Trust (the term "Fund" as used herein shall also refer to EV Traditional Worldwide Health Sciences Fund, Inc.); such classes having been designated Class A and Class I (the "Classes"); WHEREAS, each Fund is established in accordance with Section 18(f)(2) of the Act (except for EV Traditional Worldwide Health Sciences Fund, Inc.), its shares are registered on Form N-1A under the Securities Act of 1933, and it is entitled to have a multiple class plan adopted on its behalf by the Trust pursuant to Rule 18f-3 under the Act; WHEREAS, the Trustees of the Trust desire to set forth herein the separate arrangements, expense allocations, and any related conversion features or exchange privileges of the Classes; and WHEREAS, the Trustees of the Trust (including a majority of those Trustees who are not interested persons of the Trust) have determined that adoption of this Multiple Class Plan, including the expense allocations set forth herein, is in the best interests of each Class individually and each Fund as a whole. NOW, THEREFORE, the Trust hereby adopts this Multiple Class Plan for Institutional Shares (the "Plan") on behalf each Fund in accordance with Rule 18f-3 under the Act and containing the following terms and conditions: 1. Pursuant to the Fund's Service Plan and pursuant to various actions taken by the Trustees, Class A and Class I shares are subject to different distribution arrangements and accordingly are subject to different expenses related thereto, including shareholder service expenses. As set forth in the Fund's prospectus, Class A shares are offered subject to a sales charge and are subject to service fee payments in amounts not exceeding .25% of the average daily net assets attributable to such Class for each fiscal year of the Fund. Class I shares are offered at net asset value to the types of investors described in the prospectus and are not subject to service fee payments. 2. At the discretion of the Treasurer of the Trust, each Class may pay a different share of other expenses (not including advisory or custodial fees or other expenses related to the management of the Fund's assets) that are actually incurred in a different amount by that Class or if the Class receives services of a different kind or to a different degree than another Class. Such expenses include, but are not limited to, the following (a) transfer agency costs (including entities performing account maintenance, dividend disbursing or subaccounting activities and administration of dividend reinvestment, systematic investment and withdrawal plans) attributable to a Class, (b) the cost of preparing, printing and mailing materials such as shareholder reports, prospectuses and proxy materials to current shareholders of a Class, (c) any registration fees of the Securities and Exchange Commission and state securities agencies, (d) the expense of administrative personnel and services required to support the shareholders of a Class, (e) Trustees' fees or expenses incurred as a result of issues or matters relating to a Class, or (f) legal, auditing and accounting expenses relating to a Class. Such expense allocation is subject to the continuing availability of a revenue procedure of the Internal Revenue Service or an opinion of counsel to the effect that the payments made under a Fund's Service Plan or Distribution Plan and other Class specific expenses with respect to a Class of shares do not result in such Fund's dividends or distributions constituting "preferential dividends" under the Internal Revenue Code. 3. Income, realized and unrealized capital gains and losses, and expenses of the Fund not allocated to a particular Class pursuant to the foregoing shall be allocated to each Class on the basis of the net asset value of that Class in relation to the net asset value of the Fund. 4. Class A and Class I shares may be exchanged for shares of other funds in the Eaton Vance Traditional family of funds, which may change from time to time, subject to terms, conditions and limitations set forth in the relevant prospectus. 5. This Plan shall not take effect until after it has been approved by both a majority of Trustees and a majority of those Trustees who are not interested persons of the Trust. 6. This Plan shall continue indefinitely, unless terminated or amended. All material amendments to this Plan shall be approved in the manner provided for Trustee approval of this Plan in Section 6. Additional series of a Trust with Classes of shares may become subject to this Plan upon Trustee approval as provided for in Section 6 and amendment of Schedule A hereto. * * * Schedule A Eaton Vance Mutual Funds Trust EV Traditional Tax-Managed Growth Fund Eaton Vance Municipals Trust EV Traditional National Municipals Fund Eaton Vance Municipals Trust II EV Traditional High Yield Municipals Fund EV Traditional Worldwide Health Sciences Fund, Inc. EX-27 10 FDS - EV TRAD. WORLDWIDE HEALTH SCIENCES FUND
6 1000 YEAR AUG-31-1996 SEP-01-1995 AUG-31-1996 42475 51529 1055 3518 0 56101 429 0 656 1085 0 43500 4064 0 (653) 0 3115 0 9053 55016 139 0 0 792 (653) 4038 4934 8320 0 0 2558 0 5440 3123 236 37326 (251) 1852 0 0 350 0 798 36165 11.71 (0.23) 3.46 0 1.40 0 13.54 2.21 0 0
EX-27 11 FDS - WORLDWIDE HEALTH SCIENCES PORTFOLIO
6 1000 OTHER AUG-31-1996 JUN-03-1996 JUN-03-1996 0 0 0 100 12 112 0 0 12 12 0 100 0 0 0 0 0 0 0 100 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 100 0 0 0 0 0 0 0 100 0 0 0 0 0 0 0 0 0 0
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