<PAGE>
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.
<PAGE>
EV TRADITIONAL WORLDWIDE HEALTH SCIENCES FUND, INC.
CROSS REFERENCE SHEET
ITEMS REQUIRED BY FORM N-1A
<TABLE>
<CAPTION>
PART A
ITEM NO. ITEM CAPTION PROSPECTUS CAPTION
- -------- ------------ ------------------
<S> <C> <C>
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
</TABLE>
<PAGE>
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.
<PAGE>
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
<PAGE>
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).
<PAGE>
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
<PAGE>
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.
<TABLE>
<CAPTION>
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
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
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%
</TABLE>
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.
<PAGE>
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.
<PAGE>
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
<PAGE>
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).
<PAGE>
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)
<TABLE>
<CAPTION>
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address with Principal Underwriter with Registrant
---------------- -------------------------- ---------------------
<S> <C> <C>
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
</TABLE>
----------
*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.
<PAGE>
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.
<TABLE>
<CAPTION>
Signatures Title Date
<S> <C> <C>
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
</TABLE>
<PAGE>
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.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
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
</TABLE>
<PAGE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<TABLE>
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.
<CAPTION>
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
- ---------- ---------- ----------- ----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
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%.
</TABLE>
<PAGE>
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.
* * *
<PAGE>
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.
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