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Exhibit (e)(2)
EATON VANCE DISTRIBUTORS, INC.
The Eaton Vance Building
255 State Street
Boston, MA 02109
Telephone: (617)482-8260
August 14, 2000
Mr. Samuel D. Isaly, President
OrbiMed Advisers, Inc.
767 3rd Avenue
New York, NY 10017
Dear Mr. Isaly:
In order to encourage our distribution efforts connected with the sale of
shares of the Eaton Vance VT Worldwide Health Sciences Fund (the "Fund") to
insurance company separate accounts, you have agreed to pay us an aggregate
amount equivalent to one-third of the advisory fees you receive from the Fund.
You shall make such payments to us monthly promptly after the last day of each
month. Such payments will be made from your own resources and not from the
assets of the Fund.
Kindly indicate your acceptance of the foregoing by executing a counterpart
of this agreement and returning it to us.
Eaton Vance Distributors, Inc.
By: /s/ James B. Hawkes
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James B. Hawkes, Vice President
The foregoing is accepted as of the _____ day of August, 2000:
OrbiMed Advisers, Inc.
By: /s/ Samuel D. Isaly
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Samuel D. Isaly, President
