0000940394-11-001441 Sample Contracts

WORLDWIDE HEALTH SCIENCES PORTFOLIO AMENDMENT TO AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • December 28th, 2011 • Worldwide Health Sciences Portfolio

AMENDMENT effective November 14, 2011, made to the Agreement and Declaration of Trust dated December 14, 2009, as amended, (hereinafter called the "Declaration") of Worldwide Health Sciences Portfolio, a Massachusetts business trust (hereinafter called the "Trust"), by at least a majority of the Trustees of the Trust in office on November 14, 2011.

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WORLDWIDE HEALTH SCIENCES PORTFOLIO MANAGEMENT AGREEMENT
Management Agreement • December 28th, 2011 • Worldwide Health Sciences Portfolio

AGREEMENT made this 1st day of August, 2011 between Worldwide Health Sciences Portfolio, a Massachusetts business trust, (the "Trust") and Eaton Vance Management, a Massachusetts business trust, (the "Manager"):

WORLDWIDE HEALTH SCIENCES PORTFOLIO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 28th, 2011 • Worldwide Health Sciences Portfolio

AGREEMENT made this 1st day of August, 2011, between Worldwide Health Sciences Portfolio, a Massachusetts trust (the "Trust") and OrbiMed Advisors, LLC, a Delaware limited liability company (the "Adviser").

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