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

The Division of Investment Management states it would not recommend enforcement or deregistration action under the Investment Company Act of 1940 if Master Portfolios incorporate by reference information from Feeder Funds' registration statements on Form N-1A. This relief applies because the Master Portfolios are 1940 Act filings only and do not include Securities Act of 1933 prospectuses. The staff also concurs that rules 8b-31 and 8b-32 permit filing substantially identical exhibits by reference, provided material differences are disclosed.

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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")

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