<PAGE>
SPONSOR AND MANAGER OF
EV TRADITIONAL WORLDWIDE HEALTH
SCIENCES FUND, INC. &
ADMINISTRATOR OF WORLDWIDE HEALTH
SCIENCES PORTFOLIO
Eaton Vance Management
24 Federal Street
Boston, MA 02110
ADVISER OF
WORLDWIDE HEALTH SCIENCES PORTFOLIO
Mehta and Isaly Asset Management, Inc.
41 Madison Avenue
New York, NY 10010-2202
PRINCIPAL UNDERWRITER
Eaton Vance Distributors, Inc.
24 Federal Street
Boston, MA 02110
(617) 482-8260
CUSTODIAN
Investors Bank & Trust Company
89 South Street
P.O. Box 1537
Boston, MA 02205-1537
TRANSFER AGENT
First Data Investors Services Group
Attn: Eaton Vance Funds
P.O. Box 5123
Westborough, MA 01581-5123
(800) 262-1122
This report must be preceded or accompanied by a current prospectus which
contains more complete information on the Fund, including its distribution plan,
sales charges and expenses. Please read the prospectus carefully before you
invest or send money.
EV TRADITIONAL
WORLDWIDE HEALTH SCIENCES FUND, INC.
24 FEDERAL STREET
BOSTON, MA 02110 T-HSSRC-4/97
EV TRADITIONAL [Logo]
WORLDWIDE HEALTH
SCIENCES FUND, INC.
[Graphic Omitted]
SEMI-ANNUAL
SHAREHOLDER REPORT
FEBRUARY 28, 1997
<PAGE>
To Shareholders
EV Traditional Worldwide Health Sciences Fund had a total return of 12.0% for
the six months ended February 28, 1997. That return was the result of a rise in
net asset value per share from $13.54 on August 31, 1996 to $14.49 on February
28, 1997, and the reinvestment of $0.61 per share in capital gains
distributions. It does not include the Fund's maximum 4.75% sales charge.
By comparison, the S&P 500 - an unmanaged index of U.S. common stocks - and the
Morgan Stanley Capital International Europe, Australasia, and Far East Index -
an unmanaged index of common stocks traded in key global markets - had returns
of 22.6% and 2.4%, respectively, during the same period.* In evaluating
performance, shareholders should keep in mind the Fund's global focus. As of
February 28, more than half of the Fund's assets were invested in companies
domiciled outside the U.S.
THE PAST YEAR BROUGHT NEW PROGRESS IN DRUG RESEARCH, NEW HOPE FOR PATIENTS, AND
NEW OPPORTUNITIES FOR BIOTECH INVESTORS ...
The drug and biotech industries enjoyed another strong year in 1996, with
impressive sales momentum and major advances in research. Sales in several
existing drug categories continued to surge. For example, sales of
antidepressants like Prozac and Zoloft have jumped 66% in the past two years
alone.
Meanwhile, on the research front, a new generation of cancer-fighting drugs -
known as metalloproteinase inhibitors - has shown promise in halting the spread
of the disease. And in the area of genetic research, the Swiss powerhouse
Novartis continued to make progress in the field of gene therapy. This promising
area treats disease by modifying genetic material within cells. The Federal
Trade Commission has estimated that the market for gene therapy - a technology
still in its infancy - could reach $45 billion by the year 2010.
THE NEW HEALTH CARE FRONTIER EXTENDS ACROSS THE GLOBE ...
Biotechnology and pharmaceuticals are increasingly global industries, with
medical engineering breakthroughs as likely to come from Europe or Japan as from
the U.S. Therefore, investment in biotech requires especially rigorous research.
One of the major strengths of Worldwide Health Sciences Portfolio is the depth
of research and experience provided by Mehta and Isaly Asset Management, Inc.
the Portfolio's investment adviser. In the pages that follow, portfolio manager
Samuel D. Isaly reviews the recent six month period and shares his outlook and
insights on the Portfolio and the biotech industry.
- -------------------------- Sincerely,
/s/ James B. Hawkes,
[Photo of James B. Hawkes]
James B. Hawkes,
President
- -------------------------- April 10, 1997
* It is not possible to invest directly in the Indices.
<PAGE>
Management Discussion: Samuel D. Isaly
An interview with Samuel D. Isaly, a Partner of Mehta and Isaly Asset
Management, Inc., and Portfolio Manager of Worldwide Health Sciences Portfolio.
Q: SAM, HOW WOULD YOU DESCRIBE THE MARKET ENVIRONMENT FOR PHARMACEUTICAL AND
BIOTECH STOCKS DURING THE PAST SIX MONTHS?
A: From a stock market standpoint, the climate was somewhat challenging. U.S.
large capitalization stocks were far and away the best performers, while
specialty biotech companies and European and Far East issues lagged. The
outperformance of large cap U.S. issues reflected, in part, the buoyant
market conditions that existed throughout the year in the U.S., as well as
investors' bias for large cap stocks. Given that the Portfolio is just 44%
invested in North America and 60% invested in smaller, specialty companies,
it was clearly an uphill climb. But the Fund's six-month performance more
than met our expectations.
Fundamentally, the industry dynamics remained fairly upbeat. Spurred by new
introductions and improving market penetration, worldwide pharmaceutical
sales rose 8% in 1996. Meanwhile, in the biotech sector, it now appears that
the number of profitable companies will expand to thirteen in 1997 from just
six in 1996. That's another encouraging sign.
Q: DID YOU MAKE SIGNIFICANT CHANGES TO THE PORTFOLIO?
A: We've stayed with a consistent investment strategy. That is, we've
maintained a long-term outlook, continued to draw from a worldwide
investment universe, and continued our efforts to mitigate risk by investing
in a wide range of products and market segments.
However, within those broad parameters, we
did make a few changes. Among our North -------------------------
America large caps, we eliminated Biogen,
which we felt had reached levels where it
was fully valued. Our Genetics Institute
position was eliminated in a takeover. We [Photo of Samuel D. Isaly]
replaced those two issues with Pharmacia &
Upjohn and Genzyme. Among U.S. specialty
companies, we added to, or established new --------------------------
positions in, Agouron Pharmaceuticals,
Cambridge Neuroscience, Immunex, Neurocrine
BioScience, Premier Research and Tularik.
These companies continue to show promise.
Meanwhile, we sold our position in Cytel,
which has failed to make the scientific
progress we had hoped to see.
------------------------------------------------------------------------
Fund shares are not guaranteed by the FDIC and are not deposits or other
obligations of, or guaranteed by, any depository institution. Shares are
subject to investment risks, including possible loss of principal
invested.
------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
BIOTECH RESEARCH: SMALL COMPANIES AND NEW TECHNOLOGIES ARE
IMPROVING INVESTORS' PROSPECTS FOR GROWTH.
- --------------------------------------------------------------------------------
IN AN AREA ONCE DOMINATED BY MAJOR DRUG COMPANIES,
BIOTECH COMPANIES TODAY GENERATE
[Graphic Omitted] THE LION'S SHARE OF NEW DRUG RESEARCH.
COMPANIES RESEARCH PROGRAMS % OF
--------- ----------------- -----
TOTAL
-----
Major drug companies: 20 1,100 32.2%
Biotech companies: 390 2,320 67.8%
Source: Mehta and Isaly Asset Management, Inc.; Data as of 8/96.
- --------------------------------------------------------------------------------
Q: WHAT ABOUT YOUR OVERSEAS INVESTMENTS?
A: There were no major changes among the European pharmaceutical companies.
Swiss drug giants Sandoz and Ciba-Geigy merged to form a company renamed
Novartis. Elsewhere, the Portfolio participated in a public offering for
Cambridge Antibody Technologies. The offering was very well received by
investors and the stock was an excellent performer for the Fund. Meanwhile,
in the Far East, the Portfolio added Fujisawa Pharmaceutical and Amrad.
Q: CAN WE LOOK AT SOME OF THE PORTFOLIO'S LARGEST HOLDINGS?
A: Yes. The Portfolio's largest holding at February 28 was Swiss Serum
Institute. Headquartered in Berne, Swiss Serum produces specialty vaccines
and sera. Although it has a relatively small market capitalization of $200
million, the company maintains a powerful research and technology base that
should enable it to become a more significant competitor in the vaccine
segment of the market.
The company's most promising project is a vaccine to treat hepatitus A. The
vaccine is part of the company's leading product line, commonly referred to
as traveller vaccines. In a global economy where trans-continental and
cross-border travel is increasingly common, there is a growing need for
vaccines to protect travellers from developed countries who may be exposed
to exotic forms of disease in less-developed ones. Swiss Serum is a leading
developer of these products.
<PAGE>
Q: WHAT ABOUT ONE OF THE PORTFOLIO'S U.S. HOLDINGS?
A: Genzyme is a large, U.S.-based biotech company that we added during the
period. The company is in the process of introducing a product based on a
body chemical - hyaluronic acid - that can be used to treat complications
that often accompany abdominal surgery. Marketed under the name Seprafilm,
the product will reduce post-surgery adhesions, or scarring, of abdominal
tissues. Left untreated, adhesions can produce a range of serious ailments,
including chronic pain, bowel obstruction, and female infertility. The
market for the product is important, because adhesions occur in more than
90% of patients following abdominal surgery.
The stock was also attractive on a price-to-cash flow basis, a rarity among
biotech companies. Coupled with the company's strong product introductions
and impressive sales growth, its attractive valuation made the stock very
compelling.
Q: GENETIC RESEARCH HAS BEEN MUCH IN THE NEWS IN RECENT MONTHS. ARE YOU DRAWN
TO ANY COMPANIES BECAUSE OF THE NATURE OF THEIR RESEARCH?
A: Absolutely. The fascinating aspect about biotech research is that it's so
difficult to predict the outcome. I tend to view research in terms of
"targets" and "arrows." One form of research may shed light on the nature of
disease or genetics, thereby enhancing the "target." On the other hand,
other disciplines may provide a widening array of treatments, or "arrows."
While those two approaches may appear greatly divergent, they work
hand-in-glove in terms of developing strong drug candidates.
- ------------------------------------
WORLDWIDE HEALTH SCIENCES PORTFOLIO:
ASSET ALLOCATION*
North America Specialty 34.3%
Far East Majors 16.5%
Europe Majors 16.1%
North America Majors 12.1%
Europe Specialty 11.9%
Far East Specialty 9.1%
*Based on total market value as of
February 28, 1997
Because the Portfolio is actively
managed, geographical and sector
allocations are subject to change.
- ------------------------------------
Q: COULD YOU GIVE SOME EXAMPLES?
A: Certainly. Two of the Portfolio's core holdings are Millennium
Pharmaceuticals and Pharmacopeia, Inc. In my view, their respective
approaches to research are central to the discovery of new drugs and
applications, and are good examples of our target-and-arrow concept.
Millennium focuses on genomics. That involves the study of the genetic
structure of humans and other animal species. By researching genetic make-up
and the nature of disease, the company seeks to identify areas where disease
can be targeted most effectively. Pharmacopeia, on the other hand, is a
leader in combinatorial chemistry. This approach involves combining
chemicals found to be effective in a relatively wide range of applications.
The research can potentially identify a large field of drug candidates for
an application, thereby improving the odds of hitting the target.
- ----------------------------------------------
Ten Largest Holdings*
- ----------------------------------------------
Novartis 6.40%
Swiss Serum Institute 5.82
Ares-Serono 4.63
Altana 4.46
Centocor, Inc. 3.83
Verex Pharmaceuticals, Inc. 3.63
SangStat Medical Corp. 3.59
Eisai Co. Ltd. 3.29
Banju Pharmaceutical Co. 3.28
Fujisawa Pharmaceutical 3.28
*By total net assets, as of February 28, 1997.
- ----------------------------------------------
Q: IN THE RECENT MARKET CORRECTION, PHARMACEUTICAL AND BIOTECH STOCKS DECLINED
WITH THE REST OF THE MARKET. LOOKING AHEAD, WHAT IS YOUR OUTLOOK FOR THE
DRUG GROUP?
A: Given their strong performance of the past year, it's not surprising that
drug stocks have participated in the market correction. However, from a
longer-term view, the health and biotech sector has broadly outperformed the
world stock markets in the past decade, according to Datastream's World
Pharmaceuticals Index. In my view, the reasons for that outperformance are
fairly clear. First, the companies are in an extended growth phase and have
benefited from consolidation within the industry. Second, the industry is a
major beneficiary of changing demographics, both in the U.S. and abroad,
that will see increased demand for pharmaceuticals from aging populations.
Finally, the pace of research breakthroughs is gaining momentum among
biotech companies at the same time that regulators are being encouraged to
expedite the approval process. Therefore, it's very likely we will see the
number of profitable biotech companies jump dramatically in coming years.
Naturally, from a performance standpoint, past trends don't guarantee future
results. And frankly, the drug sector, like the rest of the market, may very
well remain volatile in the near-term. But given the favorable industry
fundamentals, I'm confident that the industry has an exciting future. In my
view, an investment in this industry should reward patient, long-term
shareholders.
<PAGE>
EV TRADITIONAL WORLDWIDE HEALTH SCIENCES FUND, INC.
FINANCIAL STATEMENTS
STATEMENT OF ASSETS AND LIABILITIES
- ------------------------------------------------------------------------------
February 28, 1997 (Unaudited)
- ------------------------------------------------------------------------------
ASSETS:
Investment in Worldwide Health Sciences Portfolio, at value
(Note 1A) (identified cost, $52,258,018) $67,011,110
Receivable for Fund shares sold 475,988
Receivable from the Administrator (Note 3) 94,962
-----------
Total assets $67,582,060
-----------
LIABILITIES:
Payable for Fund shares redeemed $ 85,038
Payable to affiliate for Directors' fees 260
Accrued expenses 23,086
-----------
Total liabilities $ 108,384
-----------
NET ASSETS for 4,654,963 shares of beneficial interest
putstanding $67,473,676
===========
SOURCES OF NET ASSETS:
Paid-in capital $51,812,064
Accumulated net realized gain on investment and
foreign currency transactions
(computed on the basis of identified cost) 1,439,296
Accumulated net investment loss (530,776)
Unrealized appreciation of investments and foreign
currency from Portfolio (computed on basis of
identified cost) 14,753,092
-----------
Total $67,473,676
===========
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE
($67,473,676 / 4,654,963 shares of beneficial interest
outstanding) $14.49
======
COMPUTATION OF OFFERING PRICE:
Offering price per share (100 / 95.25 of $14.49) $15.21
======
On sales of $100,000 or more, the offering price is reduced.
<PAGE>
STATEMENT OF OPERATIONS
- ------------------------------------------------------------------------------
For the Six Months Ended February 28, 1997 (Unaudited)
- ------------------------------------------------------------------------------
INVESTMENT INCOME:
Dividend income allocated from Portfolio (net of
foreign taxes, $5,122) $ 49,052
Expenses allocated from Portfolio (352,505)
----------
Total investment loss $ (303,453)
Expenses --
Management fee (Note 3) $ 71,484
Distribution fees (Note 5) 71,484
Transfer and dividend disbursing agent fees 58,075
Registration costs 24,743
Printing and postage 21,962
Legal and accounting services 4,863
Miscellaneous 69,674
----------
Total expenses $ 322,285
Less preliminary allocation of expenses to the
Administrator (Note 3) 94,962
----------
Net expenses 227,323
----------
Net investment loss $ (530,776)
----------
REALIZED AND UNREALIZED GAIN FROM PORTFOLIO:
Net realized gain --
Investment transactions (identified cost basis) $1,472,459
Foreign currency transactions 21,885
----------
Net realized gain on investment transactions $1,494,344
Change in unrealized appreciation (depreciation) --
Investment transactions $5,695,120
Foreign currency transactions 4,771
----------
Net change in unrealized appreciation of
investments 5,699,891
----------
Net realized and unrealized gain on
investments $7,194,235
----------
Net increase in net assets from operations $6,663,459
==========
See notes to financial statements
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
- ------------------------------------------------------------------------------
SIX MONTHS
ENDED
FEBRUARY 28, YEAR ENDED
1997 AUGUST 31,
(UNAUDITED) 1996
----------- ----------
INCREASE (DECREASE) IN NET ASSETS:
From operations --
Net investment loss $ (530,776) $ (653,017)
Net realized gain on investments 1,494,344 4,038,381
Change in unrealized appreciation
(depreciation) 5,699,891 4,934,158
------------ -----------
Net increase in net assets resulting from
operations $ 6,663,459 $ 8,319,522
------------ -----------
Distributions to shareholders --
From net realized gain $ (2,517,447) $(2,558,056)
------------ -----------
Total distributions to shareholders $ (2,517,447) $(2,558,056)
------------ -----------
Transactions in shares of beneficial interest (Note 4) --
Proceeds from sale of shares $ 21,957,275 $68,676,368
Net asset value of shares issued to
shareholders in payment of distributions
declared 2,229,637 2,491,303
Cost of shares redeemed (15,875,090) (39,602,995)
------------ -----------
Net increase in net assets from Fund share
transactions $ 8,311,822 $31,564,676
------------ -----------
Net increase in net assets $ 12,457,834 $37,326,142
NET ASSETS:
At beginning of period 55,015,842 17,689,700
------------ -----------
At end of period (including net investment loss
of $530,776 and $653,017, respectively) $ 67,473,676 $55,015,842
============ ===========
<PAGE>
FINANCIAL HIGHLIGHTS
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
FEBRUARY 28, YEAR ENDED AUGUST 31,
1997 -------------------------------------------------------
(UNAUDITED) 1996 1995 1994 1993 1992
--------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE -- beginning of period $ 13.540 $ 11.710 $ 9.150 $ 9.640 $ 8.970 $ 8.570
-------- --------- -------- -------- -------- --------
INCOME (LOSS) FROM OPERATIONS:
Net investment loss $ (0.094) $ (0.230) $ (0.170) $ (0.160) $ (0.130) $ (0.130)
Net realized and unrealized gain on investments 1.654 3.460 3.410 0.430 1.860 1.150
-------- --------- -------- -------- -------- --------
Total income from operations $ 1.560 $ 3.230 $ 3.240 $ 0.270 $ 1.730 $ 1.020
-------- --------- -------- -------- -------- --------
LESS DISTRIBUTIONS:
From net realized gain on investments $ (0.610) $ 1.400 $ 0.680 $ 0.760 $ 1.060 $ 0.620
-------- --------- --------- -------- -------- ---------
Total distributions $ (0.610) $ 1.400 $ 0.680 $ 0.760 $ 1.060 $ 0.620
-------- --------- -------- -------- -------- ---------
NET ASSET VALUE -- end of period $ 14.490 $ 13.540 $ 11.710 $ 9.150 $ 9.640 $ 8.970
======== ========= ======== ======== ======== ========
TOTAL RETURN(1) 12.02% 31.04% 38.13% 2.69% 21.37% 12.04%
PORTFOLIO TURNOVER(4) -- 66% 45% 49% 77% 71%
AVERAGE COMMISSION RATE (PER SHARE OF SECURITY)(5) -- $ 0.0864 -- -- -- --
RATIOS/SUPPLEMENTAL DATA*:
Net assets at end of period (000's omitted) $ 67,474 $ 55,016 $ 17,690 $ 13,231 $ 10,223 $ 11,415
Ratio of net expenses to average net assets(2)(3) 2.06%+ 2.21% 2.44% 2.50% 2.50% 2.48%
Ratio of net expenses to average net assets after
custodian fee reduction(2) 2.00%+ -- -- -- -- --
Ratio of net investment loss
to average net assets (1.83)%+ (1.81)% (1.80)% (1.65)% (1.53)% (1.45)%
*The expenses related to the operation of the fund reflect an assumption of
expenses by the investment advisor. Had such action not been taken, the
ratios would have been as follows:
RATIOS/SUPPLEMENTAL DATA:
Expenses(2)(3) 2.42%+ -- -- 2.67% 2.87% 2.59%
Expenses after custodian fee reduction(2) 2.36%+ -- -- -- -- --
Net investment loss (2.19)%+ -- -- (1.82)% (1.90)% (1.56)%
Net investment loss per share $ (0.112) -- -- -- -- --
</TABLE>
+ Annualized.
(1) Total return is calculated assuming a purchase at the net asset value
on the first day and a sale at the net asset value on the last day of
each period reported. Dividends and distributions, if any, are
assumed to be reinvested at the net asset value on the record date.
Total return is not computed on an annualized basis.
(2) Includes the Fund's share of Worldwide Health Sciences Portfolio's
allocated expenses subsequent to September 1, 1996.
(3) The expense ratios have been adjusted to reflect a change in
reporting requirements. The new reporting guidelines require the
Fund, as well as its corresponding Portfolio, to increase its expense
ratio by the effect of any expenses offset arrangements with its
service providers.
(4) Portfolio Turnover represents the rate of portfolio activity for the
period while the Fund was making investments directly in securities.
The portfolio turnover for the period since the Fund transferred
substantially all of its investable assets to the Portfolio is shown
in the Portfolio's financial statements which are included elsewhere
in this report.
(5) Average commission rate (per share of security) as required by
amended disclosure requirements effective September 1, 1995. Average
commission rate for the period since the Fund transferred
substantially all of its investable assets to the Portfolio is shown
in the Portfolio's financial statements which are included elsewhere
in this report.
<PAGE>
-------------------------------
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
- --------------------------------------------------------------------------------
(1) SIGNIFICANT ACCOUNTING POLICIES
EV Traditional Worldwide Health Sciences Fund, Inc. (the Fund) is a diversified,
open-end management investment company. The Fund invests all of its investable
assets in interests in Worldwide Health Sciences Portfolio (the Portfolio), a
New York Trust, having the same investment objective as the Fund. The value of
the Fund's investment in the Portfolio reflects the Fund's proportionate
interest in the net assets of the Portfolio (75.2% at February 28, 1997). The
performance of the Fund is directly affected by the performance of the
Portfolio. The financial statements of the Portfolio, including the portfolio of
investments, are included elsewhere in this report and should be read in
conjunction with the Fund's financial statements. The following is a summary of
the significant accounting policies consistently followed by the Fund in the
preparation of its financial statements. The policies are in conformity with
generally accepted accounting principles..
A. INVESTMENT VALUATIONS -- Valuation of securities by the Portfolio is
discussed in Note 1A of the Portfolio's Notes to Financial Statements which are
included elsewhere in this report.
B. INCOME -- The Fund's net investment income consists of the Fund's pro rata
share of the net investment income of the Portfolio, less all actual and accrued
expenses of the Fund determined in accordance with generally accepted accounting
principles.
C. EXPENSE REDUCTION -- Investors Bank & Trust Company (IBT) serves as custodian
to the Fund and the Portfolio. Pursuant to the respective custodian agreements,
IBT receives a fee reduced by credits which are determined based on the average
daily cash balances the Fund or the Portfolio maintains with IBT. All
significant credit balances used to reduce the Fund's custodian fees are
reported as a reduction of expenses on the statement of operations.
D. FEDERAL TAXES -- The Fund's policy is to comply with the provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute to shareholders each year all of its net investment income, if any,
and any net realized capital gains. Accordingly, no provision for federal income
or excise tax is necessary.
E. USE OF ESTIMATES -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expense during the reporting period. Actual results could differ
from those estimates.
F. OTHER -- Investment transactions are accounted for on a trade date basis.
G. INTERIM FINANCIAL INFORMATION -- The interim financial statements relating to
February 28, 1997 and for the six month period then ended have not been audited
by independent certified public accountants, but in the opinion of the Fund's
management, reflect all adjustments, consisting of normal recurring adjustments,
necessary for the fair presentation of the financial statements.
- ------------------------------------------------------------------------------
(2) DISTRIBUTIONS TO SHAREHOLDERS
It is the present policy of the Fund to make at least one distribution annually
(normally in December) of all or substantially all of the investment income
allocated to the Fund by the Portfolio, less the Fund's direct and allocated
expenses and at least one distribution annually of all or substantially all of
the net realized capital gain (reduced by any available capital loss carry
forwards from prior years) allocated by the Portfolio to the Fund, if any.
Shareholders may reinvest all distributions in shares of the Fund at the per
share net asset value as of the close of business on the record date.
The Fund distinguishes between distributions on a tax basis and a financial
reporting basis. Generally accepted accounting principles require that only
distributions in excess of tax basis earnings and profits be reported in the
financial statements as a return of capital. Differences in the recognition or
classification of income between the financial statements and tax earnings and
profits which result in over distributions for financial statement purposes are
classified as distributions in excess of net investment income or accumulated
net realized gains. Permanent differences between book and tax accounting
relating to distributions are reclassified to paid-in capital.
- ------------------------------------------------------------------------------
(3) MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The management fee is earned by Eaton Vance Management (EVM) as compensation
for management and administration of the business affairs of the Fund. The fee
is based on a percentage if average daily net assets. For the six months ended
February 28, 1997, the fee was equivalent to 0.25% of the Fund's average net
assets for such period and amounted to $71,484. EVM has agreed that through
August 31, 1999, if the annual aggregate expenses of the Fund (excluding
extraordinary expenses) exceed 2.00% of average daily net assets, then EVM will
reduce its fees and take other actions to the extent required to reduce the
Fund's expenses. For the six months ended February 28, 1997, EVM made a
preliminary waiver of its administration fee in the amount of $71,484 and
$23,478 of expenses related to the operation of the Fund were allocated, on a
preliminary basis, to EVM. Except as to Directors of the Fund who are not
members of EVM's organization, officers and Directors receive remuneration for
their services to the Fund out of such management fee. Certain officers and
Directors/Trustees of the Fund and the Portfolio are officers and directors/
trustees of the above organizations. In addition, administrative fees are paid
by the Portfolio to EVM. See Note 2 of the Portfolio's Notes to Financial
Statements which are included elsewhere in the report.
- ------------------------------------------------------------------------------
(4) CAPITAL STOCK
Capital stock has been adjusted to reflect a 100% stock dividend declared to
shareholders of record at the opening of business on September 23, 1996.
Transactions in capital stock were as follows:
SIX MONTHS ENDED
FEBRUARY 28, 1997 YEAR ENDED
(UNAUDITED) AUGUST 31, 1996
------------------- -----------------
Sales sold 1,570,041 5,439,762
Shares issued to shareholders in
reinvestment of distributions 170,983 236,367
Shares redeemed (1,149,994) (3,123,278)
---------- ----------
Net increase 591,030 2,552,851
========== ==========
- ------------------------------------------------------------------------------
(5) DISTRIBUTION PLAN
The Fund has adopted a Distribution Plan (the "Plan") pursuant to Rule 12b-1
under the Investment Company Act of 1940. The Plan provides that the Fund will
pay a monthly distribution fee to the Principal Underwriter, Eaton Vance
Distributors, Inc. (EVD), in an amount equal to 0.25% on an annual basis of the
Fund's average daily net assets. EVD may pay up to the entire amount of the
distribution fee to Authorized Firms for providing personal services to
shareholders. For the six months ended February 28, 1997, the Fund paid or
accrued $71,484 to or payable to EVD.
Certain officers and Directors of the Fund are officers or directors of EVD.
- ------------------------------------------------------------------------------
(6) INVESTMENT TRANSACTIONS
At the close of business, August 30, 1996, the Fund transferred substantially
all of its assets to the Worldwide Health Sciences Portfolio in exchange for an
interest in the Portfolio. Increases and decreases in the Fund's investment in
the Portfolio for the six months ended February 28, 1997 aggregated $23,466,978
and $16,558,782, respectively.
<PAGE>
<TABLE>
-------------------------------
WORLDWIDE HEALTH SCIENCES PORTFOLIO
PORTFOLIO OF INVESTMENTS
FEBRUARY 28, 1997
(UNAUDITED)
<CAPTION>
- ------------------------------------------------------------------------------------------------------
COMMON STOCKS AND WARRANTS - 95.26%
- ------------------------------------------------------------------------------------------------------
MARKET
VALUE PERCENTAGE OF
SECURITY SHARES (NOTE 1-A) NET ASSETS
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
MAJOR CAPITALIZATION - NORTH AMERICA - 11.52%
Centocor, Inc. (a) 90,000 $ 3,408,750 3.83%
Genzyme (a) 90,000 2,317,500 2.60
Pharmacia & Upjohn (a) 50,000 1,843,750 2.07
Warner-Lambert Co. 32,000 2,688,000 3.02
----------- ------
10,258,000 11.52
----------- ------
SPECIALTY CAPITALIZATION - NORTH AMERICA - 32.63%
Agouron Pharmaceuticals, Inc. (a) 30,000 2,640,000 2.96
Alexion Pharmaceuticals, Inc. (a) 150,000 1,706,250 1.92
Arris Pharmaceutical Corp. (a) 130,000 1,706,250 1.92
Aviron (a) 125,000 1,281,250 1.44
Cambridge Neuroscience, Inc. (a) 110,000 1,375,000 1.54
CytoTherapeutics, Inc. (a) 120,000 1,020,000 1.15
Immnunex Corp. (a) 25,000 706,250 0.79
Incyte Pharmaceuticals, Inc. (a) 30,000 1,590,000 1.78
Isis Pharmaceuticals, Inc. (a) 150,000 2,906,250 3.26
Millennium Pharmaceuticals (a) 92,500 1,549,375 1.74
Neurocrine BioScience (a) 100,000 1,150,000 1.29
Pharmacopeia, Inc. (a) 100,000 1,737,500 1.95
Premier Research Worldwide (a) 70,000 1,548,750 1.74
SangStat Medical Corp. (a) 100,000 3,200,000 3.59
Sequana Therapeutics, Inc. (a) 60,000 915,000 1.03
Tularik, Inc. (a) 80,000 800,000 0.90
Vertex Pharmaceuticals, Inc. (a) 70,000 3,237,500 3.63
----------- ------
29,069,375 32.63
----------- ------
MAJOR CAPITALIZATION - EUROPE - 15.32%
Altana 4,500 3,817,858 4.29
Ares-Serono 4,000 4,126,650 4.63
Novartis 5,000 5,701,003 6.40
----------- ------
13,645,511 15.32
----------- ------
SPECIALTY CAPITALIZATION - EUROPE - 11.31%
Cambridge Antibody Technology, Ltd. (a) (Note 5) 61,408 1,412,384 1.59
Cambridge Antibody Technology, Ltd. - Warrants (a) 3,100 31,000 0.03
Ciba Spec. Chemical - Rights (a) 5,000 316,806 0.35
Celltech (a) 225,000 2,382,851 2.68
Ethical Holdings ADR (a) 150,000 750,000 0.84
Swiss Serum Institute (a) 700 5,190,552 5.82
----------- ------
10,083,593 11.31
----------- ------
MAJOR CAPITALIZATION - FAR EAST - 15.70%
Banyu Pharmaceutical Co. 200,000 2,925,410 3.28
Eisai Co. Ltd. 156,000 2,930,064 3.29
Fujisawa Pharmaceutical 335,000 2,923,333 3.28
Sankyo Co. Ltd. 100,000 2,792,437 3.13
Takeda Chemical Industries 120,000 2,413,464 2.72
----------- ------
13,984,708 15.70
----------- ------
SPECIALTY CAPITALIZATION - FAR EAST - 8.78%
Amrad (a) 1,000,000 1,444,941 1.62
Biota Holdings Limited (a) 644,640 2,298,620 2.58
Biota Holdings Limited - Warrants (a) 78,738 190,231 0.21
Rohto Pharmaceutical 191,000 1,793,725 2.01
Teikoku Hormone Manufacturing 160,000 2,087,679 2.36
----------- ------
7,815,196 8.78
----------- ------
TOTAL INVESTMENTS (identified cost, $69,134,232) 84,856,383 95.26
OTHER ASSETS, LESS LIABILITIES 4,221,797 4.74
----------- ------
NET ASSETS $89,078,180 100.00%
=========== ======
(a) Non-income producing security.
</TABLE>
See notes to financial statements
<PAGE>
<TABLE>
-------------------------------
FINANCIAL STATEMENTS
<CAPTION>
STATEMENT OF ASSETS AND LIABILITIES
- ------------------------------------------------------------------------------------------------
February 28, 1997 (Unaudited)
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS:
Investments, at value (Note 1A) (identified cost basis, $69,134,232) $84,856,383
Cash 5,936,387
Foreign currency, at value (identified cost, $654,434) 650,638
Dividends receivable 12,160
Deferred organization expenses 11,973
-----------
Total assets $91,467,541
LIABILITIES:
Payable for investments purchased $2,377,080
Payable for open forward foreign currency contracts (Note 1H) 10,422
Payable to affiliate for Trustees' fees 1,190
Accrued expenses 669
----------
Total liabilities 2,389,361
-----------
NET ASSETS applicable to investors' interest in Portfolio $89,078,180
===========
SOURCES OF NET ASSETS:
Net proceeds from capital contributions and withdrawals $73,350,237
Net unrealized appreciation of investments and foreign
currency (computed on the basis of identified cost) 15,727,943
-----------
Total $89,078,180
===========
</TABLE>
See notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------------------------
For the six months ended February 28, 1997 (Unaudited)
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
INVESTMENT INCOME:
Dividends (net of foreign taxes, $5,157) $ 52,422
Expenses --
Investment adviser fee (Note 2) $ 294,731
Administration fee (Note 2) 80,887
Compensation of Trustees not members of the
Administrator's organization 2,971
Custodian fee (Note 1D) 21,013
Legal and accounting services 3,602
Amortization of organization expenses (Note 1E) 1,250
Miscellaneous 11,194
----------
Total expenses $ 415,648
Less reduction of custodian fee (Note 1D) 20,562
----------
Net expenses 395,086
----------
Net investment loss $ (342,664)
----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) --
Investment transactions (identified cost basis) $1,655,953
Foreign currency transactions 23,867
----------
Net realized gain on investment transactions $1,679,820
Change in unrealized appreciation (depreciation) --
Investments (identified cost basis) $6,668,950
Foreign currency transactions 5,792
----------
Net change in unrealized appreciation of investments 6,674,742
----------
Net realized and unrealized gain on investments $8,354,562
----------
Net increase in net assets from operations $8,011,898
==========
</TABLE>
See notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN NET ASSETS
- -------------------------------------------------------------------------------------------
SIX MONTHS ENDED
FEBRUARY 28, 1997
(UNAUDITED)
-----------------
<S> <C>
INCREASE (DECREASE) IN NET ASSETS:
From operations --
Net investment loss $ (342,664)
Net realized gain on investments and foreign currency transactions 1,679,820
Change in unrealized appreciation (depreciation) 6,674,742
------------
Net increase in net assets resulting from operations $ 8,011,898
------------
Capital transactions --
Contributions $ 98,319,216
Withdrawals (17,352,934)
------------
Net increase in net assets resulting from capital transactions $ 80,966,282
------------
Net increase in net assets $ 88,978,180
NET ASSETS:
At beginning of period 100,000
------------
At end of period $ 89,078,180
============
<CAPTION>
- -------------------------------------------------------------------------------------------
SUPPLEMENTARY DATA
- -------------------------------------------------------------------------------------------
SIX MONTHS ENDED
FEBRUARY 28, 1997
(UNAUDITED)
-----------------
<S> <C>
RATIOS (to average daily net assets):
Expenses 1.28%+
Net expenses, after custodian fee reduction 1.22%+
Net investment loss (1.06)%+
PORTFOLIO TURNOVER 15%
NET ASSETS, end of period (000s omitted) $89,078
AVERAGE COMMISSION RATE (PER SHARE)(1) $0.0400
+ Annualized.
(1) Average commission rate paid is computed by dividing the total dollar amount of
commissions paid during the period by the total number of shares purchased and sold
during the period for which commissions were charged.
</TABLE>
See notes to financial statements
<PAGE>
-------------------------------
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
- --------------------------------------------------------------------------------
(1) SIGNIFICANT ACCOUNTING POLICIES
Worldwide Health Sciences Portfolio (the Portfolio) is registered under the
Investment Company Act of 1940 as a diversified, open-end management
investment company. The Portfolio, which was organized as a trust under the
laws of the State of New York on March 26, 1996, seeks to provide long-term
growth of capital by investing primarily in common stocks, and securities
convertible into common stock, of domestic and foreign companies engaged in
medical research and the health care industry. The Declaration of Trust
permits the Trustees to issue interests in the Portfolio. Investment
operations began on September 1, 1996, with the acquisition of securities with
a value of $51,528,696, including unrealized appreciation of $9,053,201, in
exchange for interest in the Portfolio by one of the Portfolio's investors.
The following is a summary of significant accounting policies of the
Portfolio. The policies are in conformity with generally accepted accounting
principles.
A. INVESTMENT VALUATIONS -- Securities listed on a recognized stock exchange,
whether U.S. or foreign, are valued at the last reported sale price on that
exchange prior to the time when assets are valued or prior to the close of
trading on the New York Stock Exchange. In the event there are no sales, the
last available sale price will be used. If a security is traded on more than
one exchange, the security is valued at the last sale price on the exchange
where the stock is primarily traded. Securities for which market quotations
are not readily available and other assets are valued on a consistent basis at
fair value as determined in good faith by or under the supervision of the
Portfolio's officers in a manner specifically authorized by the Board of
Directors.
B. INCOME -- Dividend income is recorded on the ex-dividend date, except that
certain dividends from foreign securities are recorded on the ex-dividend date
or as soon thereafter as the Portfolio is informed of the dividend.
C. FEDERAL TAXES -- The Portfolio has elected to be treated as a partnership
for federal tax purposes. No provision is made by the Portfolio for federal or
state taxes on any taxable income of the Portfolio because each investor in
the Portfolio is ultimately responsible for the payment of any taxes. Since
some of the Portfolio's investors are regulated investment companies that
invest all or substantially all of their assets in the Portfolio, the
Portfolio must satisfy the applicable source of income and diversification
requirements (under the Code) in order for its investors to satisfy them. The
Portfolio will allocate at least annually among its investors each investor's
distributive share of the Portfolio's net investment income, net realized
capital gains, and any other items of income, gain, loss, deduction or credit.
D. EXPENSE REDUCTION -- Investors Bank & Trust Company (IBT) serves as
custodian of the Portfolio. Pursuant to the custodian agreement, IBT receives
a fee reduced by the credits which are determined based on the average daily
cash balances the Portfolio maintains with IBT. Any significant credit balance
used to reduce the Portfolio's custodian fee is reflected as a reduction of
operating expenses on the Statement of Operations.
E. DEFERRED ORGANIZATION EXPENSES -- Costs incurred by the Portfolio in
connection with its organization are being amortized on the straight-line
basis over five years.
F. USE OF ESTIMATES -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts
of revenue and expense during the reporting period. Actual results could
differ from those estimates.
G. FOREIGN CURRENCY TRANSLATION -- Investment valuations, other assets, and
liabilities initially expressed in foreign currencies are converted each
business day into U.S. dollars based upon current exchange rates. Purchases
and sales of foreign investment securities and income and expenses are
converted into U.S. dollars based upon currency exchange rates prevailing on
the respective dates of such transactions. Recognized gains or losses on
investment transactions attributable to foreign currency rates are
recorded for financial statement purposes as net realized gains and losses on
investments. That portion of unrealized gains and losses on investments that
result from fluctuations in foreign currency exchange rates are not separately
disclosed.
H. FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS -- The Portfolio may enter into
forward foreign currency exchange contracts for the purchase or sale of a
specific foreign currency at a fixed price on a future date. Risks may arise
upon entering these contracts from the potential inability of counterparties to
meet the terms of their contracts and from movements in the value of a foreign
currency relative to the U.S. dollar. The Portfolio will enter into forward
contracts for hedging purposes as well as non-hedging purposes. The forward
foreign currency exchange contracts are adjusted by the daily exchange rate of
the underlying currency and any gains and losses are recorded for financial
statement purposes as unrealized until such time as the contracts have been
closed.
I. OTHER -- Investment transactions are accounted for on a trade date basis.
J. INTERIM FINANCIAL INFORMATION -- The interim financial statements relating to
February 28, 1997 and for the six month period then ended have not been audited
by independent certified public accountants, but in the opinion of the
Portfolio's management, reflect all adjustments, consisting of normal recurring
adjustments, necessary for the fair presentation of the financial statements.
- --------------------------------------------------------------------------------
(2) INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES
Pursuant to the Advisory Agreement, Mehta and Isaly Asset Management, Inc.
("M&I"), formerly G/A Capital Management, Inc., serve as the investment adviser
of the Portfolio. Under this agreement M&I receive a monthly fee at the annual
rate of 1% of the Portfolio's first $30 million in average net assets, 0.90% of
the next $20 million in average net assets, and 0.75% of average net assets in
excess of $50 million. The fee rate declines for net assets of $500 million and
greater. Beginning September 1, 1997, M&I may receive a performance based
adjustment of up to 0.25% of the average daily net assets of the Portfolio based
upon the investment performance of the Portfolio compared to the Standard &
Poor's Index of 500 Common Stocks over specified periods. For the six months
ended February 28, 1997, the fee was equivalent to 0.91% (annualized) of the
Portfolio's average daily net assets and amounted to $294,731.
Under an Administration Agreement between the Portfolio and its
Administrator, Eaton Vance Management (EVM), EVM manages and administers the
affairs of the Portfolio. EVM earns a monthly fee in the amount of 1/48th of
1% (equal to 0.25% annually) of the average daily net assets of the Portfolio
up to $500,000,000, and at reduced rates as daily net assets exceed that
level. For the six months ended February 28, 1997, the administration fee was
0.25% of average net assets.
Except as to Trustees of the Portfolio who are not members of the Adviser or
EVM's organization, officers and Trustees receive remuneration for their
services to the Portfolio out of such investment adviser and administrative
fees. Certain of the officers and Trustees of the Portfolio are also officers
or directors/trustees of the above organizations. Trustees of the Portfolio
that are not affiliated with the Investment Adviser or Administrator may elect
to defer receipt of all or a portion of their annual fees in accordance with
the terms of the Trustees Deferred Compensation Plan. For the six months ended
February 28, 1997, no significant amounts have been deferred.
- --------------------------------------------------------------------------------
(3) INVESTMENTS
Purchases and sales of investments other than U.S. Government securities and
short-term obligations aggregated $34,490,900 and $9,523,741, respectively.
- --------------------------------------------------------------------------------
(4) FEDERAL INCOME TAX BASIS OF INVESTMENTS
The cost and unrealized appreciation/depreciation in value of the investments
owned at February 28, 1997, as computed on a federal income tax basis, were as
follows:
Aggregate cost $69,134,232
===========
Gross unrealized appreciation $17,576,664
Gross unrealized depreciation (1,854,513
-----------
Net unrealized appreciation $15,722,151
===========
- --------------------------------------------------------------------------------
(5) RESTRICTED SECURITIES
In February 1993, the Portfolio acquired 9,000 shares of common stock of
Cambridge Antibody Technology Limited ("CAT") at a cost of $297,000 by entering
into a Subscription Agreement between the Portfolio, CAT and Peptide Technology
Limited ("Peptech"). The Subscription Agreement granted to the Portfolio an
option to require Peptech, the major shareholder of CAT, to purchase up to 85%
of the CAT shares owned by the Portfolio on September 1, 1995 (the "Put
Option"), subject to certain conditions. The Put Option was exercised by the
Portfolio, but was canceled in December 1995 when the Portfolio received an
additional 4,734 shares of CAT from Peptech in exchange for the Portfolio's
withdrawal of the Put Options. In separate transactions that occurred in
December 1995, August 1996 and October 1996, the Portfolio acquired an
additional 47,674 shares of CAT, bringing the total number of shares owned by
the Portfolio to 61,408. The value of the CAT shares and warrants at February
28, 1997 is $1,443,384, representing 1.6% of the Portfolio's net assets.
Management has valued the common stock at $23 per share and $10 per warrant,
which reflects recent market activity. Valuation of the security is continually
monitored and is reviewed by the Board of Directors.
- --------------------------------------------------------------------------------
(6) RISKS ASSOCIATED WITH FOREIGN INVESTMENTS
Investing in securities issued by companies whose principal business activities
are outside the United States may involve significant risks not present in
domestic investments. For example, there is generally less publicly available
information about foreign companies, particularly those not subject to the
disclosure and reporting requirements of the U.S. securities laws. Foreign
issuers are generally not bound by uniform accounting, auditing, and financial
reporting requirements and standards of practice comparable to those applicable
to domestic issuers. Investments in foreign securities also involve the risk of
possible adverse changes in investment or exchange control regulations,
expropriation or confiscatory taxation, limitation on the removal of funds or
other assets of the Portfolio, political or financial instability or diplomatic
and other developments which could affect such investments. Foreign stock
markets, while growing in volume and sophistication, are generally not as
developed as those in the United States, and securities of some foreign issuers
(particularly those located in developing countries) may be less liquid and more
volatile than securities of comparable U.S. companies. In general, there is less
overall governmental supervision and regulation of foreign securities markets,
broker-dealers, and issuers than in the United States.
- --------------------------------------------------------------------------------
(7) FINANCIAL INSTRUMENTS
The Portfolio regularly trades in financial instruments with off-balance sheet
risk in the normal course of its investing activities to assist in managing
exposure to various market risks. These financial instruments include written
options, forward foreign currency exchange contracts and financial futures
contracts and may involve, to a varying degree, elements of risk in excess of
the amounts recognized for financial statement purposes. The notional or
contractual amounts of these instruments represent the investment the Portfolio
has in particular classes of financial instruments and does not necessarily
represent the amounts potentially subject to risk. The measurement of the risks
associated with these instruments is meaningful only when all related and
offsetting transactions are considered.
A summary of obligations under these financial instruments at February 28,
1997 is as follows:
<TABLE>
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACT
PURCHASES
- --------
<CAPTION>
DELIVER
SETTLEMENT (IN UNITED STATES NET UNREALIZED
DATE IN EXCHANGE FOR DOLLARS) DEPRECIATION
- ------ --------------- ----------------- --------------
<C> <C> <C> <C>
3/3/97 Swiss Franc 1,766,463 $1,209,740 $10,422
========== =======
</TABLE>
- --------------------------------------------------------------------------------
(8) LINE OF CREDIT
The Portfolio participates with other portfolios and funds managed by EVM and
its affiliates in a $120 million unsecured line of credit with a bank.
Borrowings will be made by the Portfolio or Fund solely to facilitate the
handling of unusual and/or unanticipated short-term cash requirements. Interest
is charged to each participating portfolio or fund based on its borrowings at
the bank's base rate or at an amount above either the banks' adjusted
certificate of deposit rate, Eurodollar rate or federal funds effective rate. In
addition, a fee computed at an annual rate of 0.15% on the daily unused portion
of the facility is allocated among the participating portfolios and funds at the
end of each quarter. The Portfolio did not have any significant borrowings or
allocated fees during the six months ended February 28, 1997.
<PAGE>
<TABLE>
---------------------------------
INVESTMENT MANAGEMENT
<S> <C> <C>
EV TRADITIONAL OFFICERS DIRECTORS
WORLDWIDE HEALTH JAMES B. HAWKES DONALD R. DWIGHT
SCIENCES FUND, INC. President, Director President, Dwight Partners, Inc.
24 Federal Street Chairman, Newspapers of
Boston, MA 02110 M. DOZIER GARDNER New England, Inc.
Vice President
SAMUEL L. HAYES, III
JAMES L. O'CONNOR Jacob H. Schiff Professor of
Treasurer Investment Banking, Harvard
University Graduate School of
THOMAS OTIS Business Administration
Secretary
NORTON H. REAMER
President and Director, United Asset
Management Corporation
JOHN L. THORNDIKE
Formerly Director, Fiduciary Company
Incorporated
JACK L. TREYNOR
Investment Adviser and
Consultant
---------------------------------------------------------------
WORLDWIDE HEALTH OFFICERS INDEPENDENT TRUSTEES
SCIENCES PORTFOLIO JAMES B. HAWKES DONALD R. DWIGHT
24 Federal Street President, Trustee President, Dwight Partners, Inc.
Boston, MA 02110 Chairman, Newspapers of
SAMUEL D. ISALY New England, Inc.
Vice President and
Portfolio Manager SAMUEL L. HAYES, III
Jacob H. Schiff Professor of
VIREN MEHTA Investment Banking, Harvard
Vice President University Graduate School of
Business Administration
WILLIAM CHISHOLM
Vice President NORTON H. REAMER
President and Director, United Asset
RAYMOND O'NEILL Management Corporation
Vice President
JOHN L. THORNDIKE
MICHEL NORMANDEAU Formerly Director, Fiduciary Company
Vice President Incorporated
JAMES L. O'CONNOR JACK L. TREYNOR
Treasurer Investment Adviser and
Consultant
THOMAS OTIS
Secretary
</TABLE>
