FORM N-8F
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amended Application pursuant to Section 8(f) of the Investment Company Act of
1940, as amended (the "Act"), and Rule 8f-1 thereunder for Order Declaring
that Company Has Ceased to be an Investment Company.
I. General Identifying Information
1. Reason fund is applying to deregister (check only one; for descriptions,
see Instruction 1 above):
[ ] Merger
[X] Liquidation
[ ] Abandonment of Registration
(Note: Abandonments of Registration answer only questions 1 through
15, 24 and 25 of this form and complete verification at the end of the
form.)
[ ] Election of status as a Business Development Company (Note: Business
Development Companies answer only questions 1 through 10 of this form
and complete verification at the end of the form.)
2. Name of fund: Worldwide Developing Resources Portfolio
3. Securities and Exchange File No.: 811-8151
4. Is this an initial Form N-8F or an amendment to a previously filed Form N-8F?
[ ] Initial Application [X] Amendment
5. Address of Principal Executive Office (include No. & Street, City, State,
Zip Code):
The Eaton Vance Building, 255 State Street, Boston, MA 02109.
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
Eric G. Woodbury, Esq., Eaton Vance Management, The Eaton Vance
Building, 255 State Street, Boston, MA 02109 - (617) 482-8260.
7. Name, address and telephone number of individual or entity responsible for
maintenance and preservation of fund records in accordance with rules 31a-1
and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:
Eaton Vance Management, The Eaton Vance Building, 255 State Street,
Boston, MA 02109 - (617) 482-8260.
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NOTE: Once deregistered, a fund is still required to maintain and preserve
the records described in rules 31a-3 and 31a-2 for the periods specified in
those rules.
8. Classification of fund (check only one):
[X] Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
9. Subclassification if the fund is a management company (check only one):
[X] Open-end [ ] Closed-end
10. State law under which the fund was organized or formed (e.g., Delaware,
Massachusetts): New York
11. Provide the name and address of each investment adviser of the fund
(including sub-advisers) during the last five years, even if the fund's
contracts with those advisers have been terminated:
Boston Management and Research, The Eaton Vance Building, 255 State
Street, Boston, MA 02109
12. Provide the name and address of each principal underwriter of the fund
during the last five years, even if the fund's contracts with those
underwriters have been terminated:
Eaton Vance Distributors, Inc., The Eaton Vance Building, 255 State
Street, Boston, MA 02109
13. If the Fund is a unit investment trust ("UIT") provide:
(a) Depositor's name(s) and address(es):
(b) Trustee's name(s) and address(es):
14. Is there a UIT registered under the Act that served as a vehicle for
investment in the fund (e.g., an insurance company separate account)?
[ ] Yes [X] No
If Yes, for each UIT state:
Name(s):
File No.: 811-____
Business Address:
15. (a) Did the fund obtain approval from the board of directors concerning
the decision to engage in a Merger, Liquidation or Abandonment of
Registration?
[X] Yes [ ] No
If Yes, state the date on which the board vote took place: October 19,
1998
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If No, explain:
(b) Did the fund obtain approval from the shareholders concerning the
decision to engage in a Merger, Liquidation or Abandonment of
Registration?
[X] Yes [ ] No
If Yes, state the date on which the shareholder vote took place:
December 18, 1999
If No, explain:
II. Distributions to Shareholders
16. Has the fund distributed any assets to its shareholders in connection with
the Merger or Liquidation?
[X] Yes [ ] No
(a) If Yes, list the date(s) on which the fund made those distributions:
December 18, 1999
(b) Were the distributions made on the basis of net assets?
[X] Yes [ ] No
(c) Were the distributions made pro rata based on share ownership?
[X] Yes [ ] No
(d) If No to (b) or (c) above, describe the method of distributions to
shareholders. For Mergers, provide the exchange ratio(s) used and
explain how it was calculated:
(e) Liquidations only:
Were any distributions to shareholders made in kind?
[X] Yes [ ] No
If Yes, indicate the percentage of fund shares owned by affiliates, or
any other Affiliation of shareholders: Eaton Vance Management owned
less than 1%
17. Closed-end funds only:
Has the fund issued senior securities?
[ ] Yes [ ] No
If Yes, describe the method of calculating payments to senior
securityholders and distributions to other shareholders:
18. Has the fund distributed all of its assets to the fund's shareholders?
[X] Yes [ ] No
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If No,
(a) How many shareholders does the fund have as of the date this form is
filed?
(b) Describe the relationship of each remaining shareholder to the fund:
19. Are there any shareholders who have not yet received distributions in
complete liquidation of their interests?
[ ] Yes [ X ] No
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests of, those shareholders:
III. Assets and Liabilities
20. Does the fund have any assets as of the date this form is filed? (See
question 18 above)
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each asset retained by the fund as of
the date this form is filed:
(b) Why has the fund retained the remaining assets?
(c) Will the remaining assets be invested in securities?
[ ] Yes [ ] No
21. Does the fund have any outstanding debts (other than face-amount
certificates if the fund is a face-amount certificate company) or any other
liabilities?
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each debt or other liability;
(b) How does the fund intend to pay these outstanding debts or other
liabilities?
IV. Information About Event(s) Leading to Request for Deregistration
22. (a) List the expenses incurred in connection with the Merger or
Liquidation:
(i) Legal expenses: $1,000
(ii) Accounting expenses: None
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(iii)Other expenses (list and identify separately):
Proxy Printing $6,996
Solicitation 5,523
Postage 11,778
(iv) Total expenses (sum of lines (i)-(iii) above): $25,297
(b) How were those expenses allocated? To Eaton Vance Worldwide Developing
Resources Fund
(c) Who paid those expenses? Eaton Vance Worldwide Developing Resources
Fund, which is a "feeder" fund that invests all of its assets in
Worldwide Developing Resources Portfolio, its "master" fund. The
Portfolio obtained approval of the liquidation by passing through
voting rights to Fund shareholders.
(d) How did the fund pay for unamortized expenses (if any)? N/A
23. Has the fund previously filed an application for an order of the Commission
regarding the Merger or Liquidation?
[ ] Yes [X] No
If Yes, cite the release numbers of the Commission's notice and order or,
if no notice or order has been issued, the file number and date the
application was filed:
V. Conclusion of Fund Business
24. Is the fund a party to any litigation or administrative proceeding?
[ ] Yes [X] No
If Yes, describe the nature of any litigation or proceeding and the
position taken by the fund in this litigation:
25. Is the fund now engaged, or intending to engage, in any business activities
other than those necessary for winding up its affairs?
[ ] Yes [X] No
If Yes, describe the nature and extent of those activities:
VI. Mergers Only
26. (a) State the name of the fund surviving the Merger:
(b) State the Investment Company Act file number of the fund surviving the
Merger:
(c) If the merger or reorganization agreement has been filed with the
Commission, state the file number(s), form type used and the date the
agreement was filed:
(d) If the merger or reorganization agreement has not been filed with the
Commission, provide a copy of the agreement as an exhibit to this
form.
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VERIFICATION
The undersigned states that (i) he has executed this Form N-8F Amended
Application for an order under section 8(f) of the Investment Company Act of
1940 on behalf of Worldwide Developing Resources Portfolio, (ii) he is the
Assistant Secretary of Worldwide Developing Resources Portfolio, and (iii) all
actions by shareholders, trustees, and any other body necessary to authorize the
undersigned to execute and file this Form N-8F Amended Application have been
taken. The undersigned states that the facts set forth in this Form N-8F Amended
Application are true to the best of his knowledge, information and belief.
/s/ Eric G. Woodbury
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November 29, 2000 Eric G. Woodbury, Esq.
Assistant Secretary
