SEC Division of Investment Management staff letter: Eaton Vance Master Portfolio

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_~"~~-n /Jt'/(/,c¡r6 ICE OF Our Reference No. 96-527-CC THE CHIEF COUNSEL Eaton Vance Funds, Inc. DIVISION OF INVESTMENT MAAGEMENT Neuberqer & Berman Funds, Inc. By letter dated October 10, 1996, you request assurance that

we would not recommend enforcement or deregistration actíon to

the Commission based on the proposed use of incorporation by

reference by certain master funds in a master-feeder arrangement

of the Eaton Vance fund complex ("Eaton Vance Master Portfolios")

and. the Neuberger & Berma:r fund complex ("Neuberger & Berman Master Portfolios" and collectively, the "Master Portfolios") . Specifically, the Master Portfolios propose to incorporate by

reference in their registration statements on Form N-1A, and any

.amendments thereto, information about such Portfolios contained

in the registration statements of the feeder funds of Eaton Vance

("Eaton Vanc.e Feeder Funds") and Neuberger & Berman ("Neuberger & Berman Feeder Funds" and collectively, the "Feeder Funds") , respectively. You also seek our assurance that a Master Portfolio's

proposed use of incorporation by reference will not render its

registration statement incomplete, unclear or misleading solely

because the Master Portfolio incorporates by reference

information contained in the Feeder Fund's registration

statement. Finally, you request our concurrence with your. view

that rules 8b-31 and 8b-32 under the Investment Company Act of

1940 (the "1940 Act") would permit a Master Portfolio to meet

certain requirements of Form N~1A to file exhibits by

incorporating by reference substantially identical documents

filed previously or contemporaneously by another registrant.

Each Master Portfolio is registered as an investment company

under the 1940 Act. The interests in the Master Portfolios have

not been registered under the Securities Act of 1933 ("1933

Act") . 1 Each Master Portfolio has one or more corresponding Feeder Funds that currently invest all of their assets in the

Master Portfolio. Each Master Portfolio has substantially the

same investment objectives, policies and restrictions as its

investing Feeder Fund or Funds. Each Feeder Fund is registered

as an investment company under the 1940 Act and registers its

shares under the 1933 Act on Form N-1A.

You represent that each Feeder Fund's registration statement

includes all of the information required by Form N-1A as if the

distribution function of the Feeder Fund and the management

lThe registration statements of the Master Portfolios are

filings only under the 1940 Act and do not include 1933 Act

prospectuses. Generally, a registration statement that includes

both a 1940 Act filing and a 1933 Act filing must include a prospectus containing the information required by section 10 (a) of the 1933 Act. See Instruction G to Form N-1A.

_. function of the corresponding Master Portfolio were contained in

a single fund. 2 Currently, each Master Portfolio must disclose

the information required by Form N-1A in its 1940 Act

registration statement even though much of the information is

duplicated in the registration statements for the Feeder Funds.

You state that this duplication of information imposes substantial administrative and financial burdens on the Master

Portfolios. The Master Portfolios propose, therefore, to

incorporate by reference into their prospectuses, information

from the Feeder Fund prospectuses.

Each Master Portfolio further proposes to incorporate by

reference exhibits filed previously or contemporaneously by

another Master Portfolio in the same complex provid~d the

incorporated contract or other document is substantially

identical to the omitted contract or document. You represent

that the incorporation by reference of exhibits would conform to

the requirements of rules 0-4,3 8b-24,4 and 8b-32 under the 1940

Act .and the incorporation by rèference of financial statements

would conform to the requirements of rule 0-4 under the 1940 Act

and Instruction E to Form N-1A.

Rule 8b-23 under the 1940 Act generally provides that a

registrant may incorporate by reference in answer or partial

answer to any item of a registration statement, any information

contained elsewhere in the statement or any information contained

in any other statement, report, or prospectus filed with the

Commission under any Act administered by the Commission,

including documents filed in electroriic format, provided such

incorporation does not render the statement II incomplete, unclear or confusing. "s Instruction E to Form l--1A p,rovides that a

2See Letter to Registrants from Carolyn B. Lewis, Assistant

Director, Division of Investment Management (Feb. 22, 1993). In

addition, the directors and officers of both funds sign the

feeder's registration statement under the 1933 Act. Telephone

conversation of November 26, 1996 with Philip J. Fina.

3Rule 0-4 generally permits the incorporation by reference

of exhibits in any registration statement, application or report

filed with the Commission, from any document or part thereof

previously or concurrently filed with the Commission.

4Rule 8b-24 generally permits a summary or outline to

incorporate by reference particular items, sections, or

paragraphs, or any exhibit and may be qualified in its entirety by such reference. SSee also, 17 C.F.R. Section 229.10(d), which states

generally that where rules, regulations, or instructions' to forms

of the Commission permit incorporation by' reference, a document

registrant may incorporate by reference, in answer to any item in

the Form N-1A registration statement, any information not

required to be included in a prospectus contained e1sewhere in

the registration statement or in other statements, applications

6 or reports filed with the Commission.
Rule 8b-32 under the 1940 Act governs the incorporation of exhibits by reference. It provides that any document or part

thereof filed with the Commission under any Act administered by

the Commission may be incorporated by reference as an exhibit to

any registration statement or report filed with the Commission by

the same or any other person. Rule 8b-31 under the 1940 Act

provides, in substance, that a registrant may incorporate by

reference certain documents required to be filed as exhibits,

provided the incorporated documents are substantially identical

in all material respects to the omitted documents except as to'

the parties, the dates of execution, or other details and the

registrant sets forth the material differences between the

documents.
Under the circumstances set forth in your letter and without ~ necessarily agreeing with your legal analysis, we would not

recommend that the Commission take any enforcement or

deregistration action under the 1940 Act if the Master Portfolios

incorporate by reference in their registration statements on Form

N-1A, and any amendments thereto,informatiori about such

Portfolios contained in the registration statements of the Feeder

Funds. This position is based particularly on your

representation that the interests in the Master Portfolio are not

registered under the 1933 Act. 7 Current rules do not permit

funds to incorporate by reference in a prospectus information

that is required to be in the section 10 (a) prospectus under the 1933 Act. As noted above, however, the registration statements of the Master Portfolios are 1940 Act filings only and do not

may be so incorporated by reference to the specific document and

to the prior filing or submission in which such document was

physically filed or submitted.

6This instruction incorporates rule 411 under the 1933 Act.

Rule 411 states generally that information shall not be

incorporated by reference into a prospectus, unless otherwise

permitted by the rule or the appropriate form.
70ur position. is also based on your representation that if a

Master Portfolio incorporates by reference any information

contained in a Feeder Fund's registration statement, the Master

Portfolio will provide each investor in the Master Portfolio

(other than those that are part of the same fund complex) a copy

of the incorporated Feeder Fund's registration statement along

with the Master Portfolio's registration statement.

include 1933 Act prospectuses. In this case, the Master

Portfolio prospectus is not required to conform to section 10 (a)

of the 1933 Act and the proposed incorporation by reference by

itself would not render the Master Portfolio prospectus

incomplete, unclear or misleading.

Further, we concur in the view that rules 8b-31 and ~b-32

under the 15140 Act permit a registrant to incorporate, as an

exhibit to its registration statement, a substantially identical

document filed by another registrant provided the registrant sets

forth the material details in which its documents. differ from the

incorporated documents. Consistent with that interpretation, we

would not recommend that the Commission take any enforcement or

deregistration action under the 1940 Act if a Master Portfolio

meets certain requirements of Form N-1A to file exhibits by

incorporating by reference substantially identical documents

filed previously or contemporaneously by another Master Portfolio. jAf lZab. ~ .; Fran Pollack-Matz

Senior Attorney

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KIRKPATRICK & LOCKHART LLP
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BOSTON, MASSACHUSETTS 02110-2637
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Philip J. Fin
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1940 Act! Section 8(b)
Rule 8b-23

Rule 8b-31

Jack W. Murphy, Esq. . Associate Director .
U.S. Securities and Exchange Commission
458 Fifth Street, N. W.
Washington, D.C. 20549
Re: Eaton Vance Master Portfolios (listed in Exhibit A) and

Neuberger & Berman Master Portfolios Oisted in Exhibit B)

Dea Mr. Murphy:

Each of the portfolios listed in Exhibit A (the "Eaton Vance Master Portfolios") and Exhibit B (the "Neuberger & Berman Master Portfolios") "is a registered investment company that operates as a "master" fund in a "master-feeer" group of investment companies (together, the "Master Portfolios"). Certn "feeer" funds in the Eaton Vance fund complex (the "Eaton Vancè Feeer Funds") and the Neuberger & Berman fund complex (the "Neuberger & Berman Feeer Funds") (together, the "Feeer Funds") invest their assets in the Eaton Vance Master Portfolios and the Neuberger & Berman Master Portfolios, r~spectivel y . .

On behalf of the Master Portfolios and future master funds in the Eaton Vance and Neuberger & Berman fund complexes, we respectfully request the advice of the staff of the Division of Investment Management that it wil not recommend that the Securities and Exchange Commission (the "Commission") take any enforcement or deregistration action 801-129772.3 BOSTON. HARRISBURG. MIAM1. NEW YORK. PITTSBURGI I. WASHI0:GTOK

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:
under the Investment Company Act of 1940, as amended (the" 1940 Act"), if the E:ton Vance Master Portfolios and the Neuberger & Berman Master Portfolios incorprate by reference in their registrtion statements on Form N-1A, and any amendments thereto, information about such Portfolios contaned in the registrtion statements.of the Eaton Vance Feeer Funds and the Neuberger & Berman Feeer Funds, resptively, in the maner

described below. We are also seekig the Division of Investment Management's assurace that a Master Portfolio's proposed incorporation by reference of information in a Feeer Fund's registration statement (as described below) wil not be deemed incomplete, unclea or misleading solely because the Master Portfolio incorprates by reference informåtion contaned in aFeeer Fund's registration statement. Finally, we respetfully request the advice of the Division of Investment Management that it wil not recmmend that the , ~ Commission tae any enforcement or deregistrtion action under the 1940 Act if a Master Portfolio meets certn requirements of Form N-1A to fue exhibits by incorprating by reference substatially identical documents filed previously or contemporaeously by another registrt. Factual Background Each Master Portfolio is registered as an investment company under the 1940 Act. The interests in the Master Portfolios have not been registered under the Securities Act of 1933, as amended (the "1933 Act"), because such interests are issued solely in private placement transactions that do not involve a "public offering" within the meaing of Section 4(2) of the 1933 Act. Investments in the Master Portfolios may be made only by investment companies, common or commingled trst funds or similar organizations or entities that are "accredited" investors within the meaing of Regulation D under the 1933 Act. Each Master Portfolio has one or more corresponding Feeer Funds that currently invest all of their assets in the Master Portfolio. Each Master Portfolio has substatially the sae investment objective, policies and restrctions as its investing Feeer Fund or Funds. Each Feeer Fund is registered as an investment company under the 1940 Act and registers its shares under the. 1933 Act on Form N-IA. Currently, each Master Portfolio must disclose the information about the Master Portfolio required by Form N-IA in its 1940 Act registration statement even though much of the information is included in the registration statement(s) of its Feeer Fund(s). In accordance with Commission staff requirements, each Feeer Fund's registration statement includes all of the information required by Form N-IA as if the distribution functiort of the Feeer Fund and the management function of the corresponding Master Portfolio were

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contaned in a single fund. i In parcular, each Feeer Fund's registrtion statement includes information on the corresponding Master Portfolio's investment objectives and policies, inveStment risks, and the Master Portfolio's management and administrtion, including information about its investment adviser, administrtor, custodian.ad other service providers. As demonstrted in Exhibit C, the vast majority of information about the Master Portfolios that is responsive to Form N-1A is currently disclosed at both the Portfolio and the Fund leveL. This duplication of information imposes substatial administrtive and financial burdens on the Master Portfolios. Becuse of the unique nature of the master-feeer fund structure, this cost appeas entirely unnecessar. . In an effort to reduce these burdens, each Master Portfolio proposes to meet the disclosure requirements of certn items of Form N-1A by incorprating by reference, to the extent possible, information about the Master Portfolio contaned in the registrtion statement

of an investing Feeer Fund filed previously or contemporaeously with the Commission. In accordance with Rule 8b-23(c) under the 1940 Act, the Portolio would reference the heading of the section in the Feeer Fund's registrtion statement in sufficient detal to allow the reader to identify the text or porton of text in the Feeer Fund's registrtion statement that the Master Portfolio is incorprating into its registration statement. 2 In addition, the Master Portfolio would identify the registrat, fie number, date of filing and the amendment and accession numbers of any registration statement that the Master Portfolio incorporates by reference. Moreover, each Master Portfolio would continue to provide the full text of all information not incorporated by reference into the Master Portfolio's registrtion statement. Finally, a Master Portfolio's incorporation by reference of exhibits would conform to the requirements of Rules 0-4, 8b-24 and 8b-32 under the 1940 Act and its incorporation by reference of financial statements would conform to the requirements of Rule 0-4 under the 1940 Act and Instruction E to Form N-1A. A Master Portfolio would, however, be allowed to incorporate by reference exhibits fied previously or contemporaeously by another Master Portfolio in the same fund complex provided the incorporated contract or òther document is substatially identical to the omitted contract or document. The Master Portfolio wil not incorporate Financial Data Schedules by reference. 3 Thus, each Master Portfolio wil ¡Letter to Registrant from Carolyn B. Lewis, Assistat Director, Division of Investment Management (Feb. 22, 1993). 217 C.F.R. § 270.8b-23 (1996). 317 C.F.R. § 270.8b-23(a).

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continue to provide complete responses, through either the incorpration or the full text of such information, to each Item of Form N-IA that it is required to answer. . Legal Analysis

Section 8(b) of the 1940 Act effectively requires a registrt to fie a registrtion

statement, and amendments thereto, contaning the information required by Form N-1A. Rule 8b-23 under the 1940 Act provides that a registrt may incorprate by reference in

answer or paral answer to any item of a registration statement, information con'taned in any statement fied with the Commission under any act administered by the Commission, including documents fied in electronic format, provided such incorporation . .' does not render the statement "incomplete, unclea or confusing." Instrction E to Form N-1A states that Form N-IA is governed by the rules of incorporation by reference. It also states that, "(i)n genera, a Registrat may incorporate by reference, in answer to any item in a registrtion statement filed on Form N-1A and not required to be included in a prospetus, any information contaned elsewhere in the registration statement or any information contaned in any other statements, applications or report fied with the Commission." The registrtion statements of the Master Portfolios are 1940 Act only filings and do not include 1933 Act prospectuses. Moreover, we note that 17 C.F.R. § 229.1O(d) and Rule 8b-23 under the 1940 Act do not limit incorporation by reference of an answer to an item in a registrtion

statement to information filed by the same registrat. 4 Furthermore, the incorpration by reference rules promulgated by the Commission are intended to "eliminate duplication in reports and statements fied with the Commission. "5 Accordingly, a Master Portfolio may respond to items of Form N-IA by incorporating by reference information contaned in other registration statements provided such incorporation does not render the registrtion statement incomplete, unclea .or confusing. 417 C.F.R. § 229.10(d) states, in relevant part, that "(w)here rules, regulations, or instructions to form of the Commssion permt incorporation by reference, a document may be so incorporated by reference to the spific document and to the prior filing or submission in which such document was physically filed or submitted." 17 C.F.R. § 270.8b-23 states, in relevant part, that "(a)ny registrant may incorporate by reference, in answer or partial answer to any item of a registration statement or report, any information contained elsewhere in the statement or report or any information contained in any other statement, report or prospectus filed with the Commssion under any Act administered by it . . ." SSee Inv. Co. Act ReI. No. 606, 9 Fed. Reg. 338 (Jan. 5, 1944).

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. .
A Master Portfolio's incorpration by reference of certn information about the

Master Portfolio contaned in a Feeer Fund's registrtion statement wil neither confuse investors in the Master' Portfolio nor result in an incomplete, unclea or confusing Master Portfolio registration s.tatement. As noted above, the Master Portfolios are offered only to investment companies and certn other accredite investors. These sophisticate investors wil be able to cross-reference information about a Master Portfolio contaned in the Feeer Fund's registration statement. In fact, the investors in the Master Portfolios currently consist primarly of the Feeer Funds themselves, almost al of which are par of the same fund

complex as their respetive Master Funds. Furtermore, if a Master Portfolio in'corprates by reference any information contaned in a Feeer Fund's registrtion statement, the Portfolio wil provide each investor in the Master Portfolio (other than those that are par of .t the same fund complex) a copy of the incorprated Feeer Fund's registrtion statement

along with the Master Portfolio's registrtion statement.
The Feeer Funds' registrtion statements, which constitute the Feeer Funds' principal public disclosure documents, wil remain unaffected by the Master Portfolios' proposed use of incorporation by reference in their registrtion statements. Public investors wil continue to recive a document contaning the full text of a Feeer Fund's responses to Form N-IA. In practice, primarly becuse of the timig requirements for amendments to registration statements, Eaton Vance Management, Inc. ("Eaton Vance Management") and Neuberger & Berman Management Incorporated. ("N&B Management"), administrtors of the affiiated Feeer Funds, first focus their attention on the disclosure contaned in the Feeer Funds' registration statements. Because each Master Portfolio maintans substatially the same investment objective, policies and restrictions as its,investing Feeer Fund or Funds, and becuse the investment activities, which tae place at the Portfolio level, must be disclosed at the Fund level, Eaton Vance Management and N&B Management seek primarly to assure the disclosure in the Master Portfolios' and Feeer Funds' registrtion statements are consistent. In addition to not adversely affecting the disclosure made to public investors, a Master Portfolio's incorporation of information in a Feeer Fund's registration. statement wil not inhibit the staff of the Division of Investment Management's review of the Master Portfolio's registration statement. The Commission wil have easy access to the information that the Master Portfolio incorPorates by reference because the Feeer Fund's registration statements are fied electronically on the Electronic Data Gathering, Analysis and Retreval ("EDGAR") system. A Master Portfolio's. reference to the text or portion of text in a Feeer Fund's registration statement wil be sufficiently identified to prevent any confusion on the

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Division 'of Investment Management

par of an examiner. Furthermore, the use of incorpration by reference wil minimiz the amount of duplicate information that is filed with the Commission -- the very purpse of the incorporation by reference rules. . While imposing no hardships on the public or the Commission, the abilty of a Master Portfolio to respond to certn items required by Form N-1A by incorporating by reference information already contaned in a Feeer Fund's registrtion statement wil greatly reduce the administrative and financial burden currently imposed on the Master Portfolios. Eaton Vance Management currently must make a tota of sixty 1940 Act filings each yéa for the Eaton Vance Master Portfolios, with as many as fifteen fiings in a single month. The , registration statements for the Eaton Vance Master Portfolios average approximately 50 pages' of text (not including exhibits) and require substatial effort to compile and fie with the Commission. The overwhelming majority of the information about the Master Portolios required by Form N-IA is contaned in the Feeer Funds' registrtion statements. See Exhibit C. Eaton Vance Management anticipates that, if the Eaton Vance Master Portfolios are permitted to incorporate by reference information contaned in the Eaton Vance Feeer Funds' registration statements, each Eaton Vance Master Portfolio's registrtion statement wil be reduce to approximately 10 pages of text (not including exhibits), a decrease of approximately 80%. N&B Management currently must make a tota of four 1940 Act filings, and anticipates deriving similar benefits. Accordingly, the abilty of the Master Portfolios to incorporate by reference wil reduce the administrative burden of the Master Portfolios, potentially resulting in substatial savings to the Master Portfolios -- savings that wil be reaized by the investors in the Master Portfolios and, ultimately, by public investors who invest in the Feeers. Of coursei the Master Portfolios wil continue to provide the information required by each item of Form N￾lA, either by incorpration as described in this letter or otherwise permitted by the 1940 Act and the rules thereunder, or in full text. 6 Thus, the Master Portfolios' filings pursuant to
Section 8(b) of the 1940 Act wil in no way be incomplete and wil, in fact, benefit the
holders of interests in the Master Portfolios if allowed to incorporate information contaned in the Feeer Funds' registration statements. 6Paragraph 4 t,o Instruction F states that a registration statement or amendment thereto that is filed only under the 1940 Act does not nee to provide responses to Items 1 through 3 and 5A of Part A or items 24(b)(6) and 24(b)(10) through (b)(12) of Part C thereof.

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A registrt may also incorprate by reference exhibits filed with the Commission.

Rule 8b-32 under the 1940 Act provides that a registrt .may incorprate into a registrtion

statement any document, or par thereof, fied by any registrt pursuant to any act

administered by the Commission.7 Rule 8b-3l under the 1940 Act provides, in substace, that a registrant may incorporate by reference "indentures, contrcts, or other documents" required to be fied as exhibits, provided the incorprated documents are substatially identica in all material respects to the omitted documents and the registrt sets fort the

matenal detals in which such documents differ from the incorporated documents. 8 As it is unclea from the literal language of Rule 8b-3l whether one registrt may incoiprate by

reference a substatially similar document fied by another registrt, we seek the Division of Investment Management's concurrence with our interpretation that Rule 8b-31 under the 1940 ¡ Act allows a registrt to incorprate by reference substatially similar documents fied by

another registrant, provided the registrat identifies the omitted documents and the material details in which such documents differ from the incorporated documents.9 Many of the exhibits that are required by Form N-IA to be fied with the Commission are substatially similar for each of the Eaton Vance Master Portfolios and for each of the Neuberger & Berman Master Portfolios, respectively. These exhibits generaly differ only with respect to the names of the executing paries and the date of execution. For example, the Eaton Vance Master Portfolios operate under virtually identica placement agent agreements, which differ only with respect to the name of the Eaton Vance Master Portfolio, the executing paries, and the date of execution. Moreover, the Eaton Vance Master Portfolios are each pares to one of two master custodian agreements. Without the abilty to refer to the filing of another registrant, each Eaton Vance Master Portfolio may have to fie separately the applicable master custodian agreement, even though the operative document has already been fied with the Commission by another Eaton Vance Master Portfolio and the only difference is the adoption by the Eaton Vance Master Portfolio of the master custodian agreement. These duplicate filings of exhibits apply equally to the Neuberger & Berman Master Portfolios. The abilty of the Master Portfolios to meet the requirements of Form N￾lA b~ referencing substatially simjlar exhibits fied by another registrant, along with any 717 C.F.R. § 270.8b-32.

817 C.F.R. § 270.8b-31.

9Eaton Vance Management and N&B Management will continue to maintain original copies of any document incorporated by reference pursuat to Rule 8b-31.

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.' material detals in. which such documents differ, wil reduce the amount of duplicative filings with the Commission and the adminstrtive burdens on the Master Portfolios. In summar, the Master Portfolios' proposed use of incorpration by reference of information contaned in the Feeer Funds' registrtion statements is consistent with the rules promulgated by the Commission regarding incorporation by reference. The Master

Portfolios' registration statements wil not be misleading, unclea or incomplete. The Master

Portfolios' proposed use of incorporation by reference of information contaned in the Feeer

Funds' registration statements provides complete and readily understadable respOnses to the items of Form N-IA given the unique filing requirements under the master-feeer fund strcture. Only registered investment companies and other accredited investors may purchase '

interests in the Master Portfolios -- entities that are capable of followig any reaonable incorporation by the Master Portfolios of information contaned in a Feeer Fund's registration statement. Public investors wil continue to receive all information required by Form N-IA in the Feeer Funds' registrtion statements and the Division of Investment Management wil have easy access to the Feeer Funds' registrtion statements, which are filed on EDGAR. . Finally, the Master Portfolios' proposed use of incorpration by reference wil substatially lessen the duplicative fiings of information about the Master Portfolios

currently made at the Fund level, potentially resulting in substatial savings to the investors in the Master Portfolios, which would ultimately benefit public investors and a reduction of the tota volume of filings with the Commission. Accordingly, we respectfully request that the Division of Investment Management provide assurance that it wil not recommend that the Commission tae any enforcement or deregistration action against any Master Portfolio if the Portfolio responds to certn items on Form N-IA by incorporating by reference inf-ormation contaned in a Feeer Fund's registration statement. We also respectfully request that the Division of Investment Management give assurance that a Master Portfolio's proposed use of incorpration by reference of information in a Feeer Fund's registration statement wil not b,e deemed incomplete, unclea or misleading solely because the Master Portfolio incorporates informatIon contaned in a Feeer Fund's registration statement. Finally, we respectfully request that the Division of Investment Management concur with our interpretation of Rule 1CReducing duplicative filings and adllnistrative burdens has always been a Commssion consideration and is now a specific statutory requirement. Section 106 of the new "National Securities Markets. Improvement Act of 1996" adds a new Section 2(b) to the 1933 Act requiring the Commssion to consider whether a rule promotes "efficiency, competition, and capital formation."

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8b-31 under the 1940 Act and give assurace that it wil not recmmend that the Commission tae any enforcement or. deregistrtion action under the 1940 Act if a Master Portfolio . incorporates as an exhibit to its registrtion statement a substatially similar document fied by another Master Portfolio, provided the Master Portfolio identifies. the omitted exhibit and sets forth the material detals in which such documents differ. Sincerely, P4ýi~ Philp J. Fina

cc: Eric G. Woodbury, Esq., Vice President, Eaton Vance Management, Inc.

Ellen Metzger, Esq., Vice President, Neuberger & Berman Management Incorporated.

Richard M. Philips, Esq.

Arthur C. Delibert, Esq.

John E. Bruno, Esq.

Allan S. Mostoff, Esq.

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EXHIBIT A
Fiscal Year Ending January 31
Florida Insured Municipals Portfolio
Hawaii Municipals Portfolio
High Yield Municipals Portfolio
Kansas Municipals Portfolio
Fiscal Year Ending March 31
California Limited Maturity Municipals Portfolio Connecticut Limited Maturity Municipals Portfolio Florida Limited Maturity Municipals Portfolio High Income Portfolio Massachusetts Limited Maturity Municipals Portfolio Michigan Limited Maturity Municipals Portfolio National Limited Maturity Municipals Portfolio New Jersey Limited Maturity Municipals Portfolio New York Limited Maturity Municipals Portfolio Ohio Limited Maturity Municipals Portfolio Pennsylvania Limited Maturity Municipals Portfolio Fiscal Year Ending July 31 Arizona Municipals Portfolio Colorado Municipals Portfolio Connecticut Municipals Portfolio Michigan Municipals Portfolio Mississippi Municipals Portfolio New Jersey Municipals Portfolio Pennsylvania Municipals Portfolio Texas Municipals Portfolio Fiscal Year Ending August 31 Asian Small Companies Portfolio Alabama Municipals Portfolio Arkasas Municipals Portfolio A - i

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Georgia Municipals Portfolio
Greater China Growth Portfolio
Growth Portfolio
Information Age Portfolio
Kentucky Municipals Portfolio
Louisiana Municipals Portfolio
Marland Municipals Portfolio
Missouri Municipals Portfolio
North Carolina Municipals Portfolio
Oregon Municipals Portfolio
South Carolina Municipals Portfolio
Tennessee Municipals Portfolio
Virginia Municipals Portolio
Worldwide Heath Sciences Portfolio
Fiscal Year Ending September 30
California Municipals Portfolio
Florida Municipals Portfolio
Massachusetts Municipals Portfolio
Minnesota Municipals Portfolio
National Municipals Portfolio
New York Municipals Portfolio
Ohio Municipals Portfolio
Rhode Island Municipals Portfolio
West Virginia Municipals Portfolio
Fiscal Year Ending October 31
Strategic Income Portfolio
Tax-Managed Growth Portfolio
Fiscal Year Endig December 31
Cash Management Portfolio
Emerging Markets Portfolio
Government Obligations Portfolio
Investors Portfolio

Senior Debt Portfolio
South Asia Portfolio
Special Investment Portfolio
Stock Portfolio
Tota Return Portfolio
'!"
.,
A - 2

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EXHIBIT B

Neuberger & Berman Master Funds:
Fiscal Years Ending August 31
Equity Managers Trust (6 Portfolios)
Global Managers Trust (1 Portfolio)
Fiscal Year Ending October 31
Income Managers Trust (7 Portfolios)
Fiscal Year Ending December 31
Advisers Managers Trust (7 Portfolios)
B-1

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EXHillT C .
OVERVIW OF DISCLOSUR IN REGISTRTION
STATEMENTS ON FORM N-IA
IN MASTER-FEEDER FU STRUCTU

• Pursuant to Instruction F of Form N-IA, a registrant only fiing under the 1940 Act is
  not required to respond to this item.
  801-129828.1 C-l

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LOCKHART LLP
Location of
Information about the Portfolio
Responsive to
Item Description Form N-1A
(b) Control Persons Portolio
(c) Voting Rights Portolio & Fund
(d) Other Classes of Securities Portolio & Fund (e) Shareholder Inquires Portolio & Fund (f) Dividends and Distrbutions Portolio & Fund (g) Tax Consequences Portolio (h) Master-Feeder Fund Strcture Portolio & Fund 7 (a) Principal Underwriter/ Placement Agent Portfolio (b) Pricing Information Portolio & Fund (c) Special Puchase Plan N/A (d) Minum Investment Amounts Portolio (e) Dealer Fees . N/A (f) Distrbution Expenses N/A 8 (a) Redemption Procur.es Portolio (b) Redemption Though Broker-Dealers Portolio (c) Involunta Redemption Portolio (d) Right to Refuse Redemption Requests Portfolio 9 Material Legal Proceedings Portfolio & Fund
PART B
10 Cover Page Not Required*
11 Table of Contents Portolio
12 General Information and
History Portfolio
13 (a) Investment Objectives and Policies Portfolio & Fund

• Pursuant to Instruction F of Form N-1A, a registrant only fiing under the 1940 Act is
  not required to respond to this item.
  C-2

KIRKPATRICK & LOCKHART LLP
Loation of
Information about the Portolio
Item Description
Responsive to
Form N-IA
(b) . Fundaental Policies Portolio & Fund
(c) Nonfndamental Policies Portfolio & Fund
(d) Portolio Turnover Portolio
14 (a) Trustes and Officers Portolio & Fund
(b) Positions Held with
Afi1iate Persons Portolio & Fund
(c) Compensation of Directors,
Offcers and Other Persons Portfolio & Fund
15 (a) Controllng Persons . Portfolio
(b) Principal Shareholders Portfolio . (c) Trustee and Officer ~ Ownership Portfolio 16 (a) Investment Adviser Portolio & Fund (b) Services Provided by . , Investment Adviser Portolio & Fund (c) Fees and Expenses Paid by Thd Parties Portolio & Fund (d) Mangement Related Service Contracts Portfolio & Fund (e) Other Paries Providing Investment Advice Portfolio & Fund (f) Distribution Expenses N/A (g) Persons Other Than Custodian Holding Portfolio Securities Portfolio & Fund (h) Custodian Portfolio & Fund (i) Affiiated Persons Serving as Service Providers Portfolio & Fund 17 (a) Portfolio Securities Tranactions Portfolio & Fund (b) Brokerage Commissions Portfolio & Fund

• Pursuant to Instruction F of Form N-1A, a registrant only fiing under the 1940 Act is
  not required to respond to this item.
  C-3

KIRKPATRICK & LOCKHART LLP
Location of
Inormation about the Portfolio
Item Description
Responsive to
Form N-IA '.
(c) Selection of Brokers Portfolio & Fund
(d) Allocation Procedures Portolio & Fund
(e) Registrant's Acquisition of Broker Securities Portfolio & Fund 18 (a) Description of Capital Stock Portolio (b) Securities Other than 19 (a) Capital Stock Public Offering of N/A (b) Securities Pricing Information N/A Portfolio & Fund '-. (c) Order of Exemption from . §18(t) Portfolio 20 Tax Status Portfolio 21 Underwriter/Placement Agent Portolio 22 Calculation of Pedormance Data Financial Statements N/A Portfolio
PART C
24 (a) Financial Statements Portfolio
(b)(1)-(5) Exhibits Portfolio
(b) (6)
(b )(7)-(9)
Exhibits
Exhbits
Not Required *
Portfolio
(b)(10)-(12) Exhbits Not Required*
(b )( 13 )-(18) Exhibits Portfolio
25 Persons Controlled or
Under Common Control Portfolio
26 Number of Securities
Holders Portfolio
27 Indemnfication Portfolio
28 Business and Other
Connections of the
Investment Adviser Portfolio
C-4

KIRKPATRICK & LOCKHART LLP
Item Description
Lotion of
Information about the Portolio
Responsive to
Form N-IA
.'
Pricipal Underwriters
Loation of Records
Mangement Accounts and
Services
Undertgs
N/A
Portolio
Portfolio
N/A '..
, .,

• Pursuant to Instruction F of Form N-1A, a registrant only fiing under the 1940 Act is
  not re~uired to respond to this item.
  C-5