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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
 

2 
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.
 

3 
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 

4
 
'.
 

KIRKPATRICK & LOCKHART LLP 

ONE INERNATIONAL PLACE
 

BOSTON, MASSACHUSETTS 02110-2637 

TELEPHONE (617) 261-3100 

FACSIMILE (617) 261-3175 

Philip J. Fin 

(617) 261-3156 

1940 Act! Section 8(b) 

Rule 8b-23
 

Rule 8b-31
 

October 10, 1996
 

Jack W. Murphy, Esq. . Associate Director . 

Division of Investment Management 

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 
KIRKPATRICK & LOCKHART LLP 

Jack W. Murphy, Esq. 

Division of Investment Management 

October 10, 1996
 

Page 2
 

: 

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 
KIRKPATRICK & LOCKHART LLP 

Jack W. Murphy, Esq. 

Division of Investment Management 

October 10, 1996
 

Page 3
 

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). 
KIRKPATRICK & LOCKHART LLP 

Jack W. Murphy, Esq. 

Division of Investment Management 

October 10, 1996
 

Page 4
 

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). 
KIRKPATRICK & LOCKHART LLP 

Jack W. Murphy, Esq. 

Division of Investment Management 

October 10, 1996
 

Page 5
 

. . 

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 
KIRKPATRICK & LOCKHART LLP 

Jack W. Murphy, Esq.
 

Division 'of Investment Management
 

October 10, 1996
 

Page 6
 

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 NlA, 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. 
KIRKPATRICK & LOCKHART LLP 

Jack W. Murphy, Esq. 

Division of Investment Management 

October 10, 1996
 

Page 7
 

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 NlA 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. 
KIRKPATRICK & LOCKHART LLP 

Jack W. Murphy, Esq. 

Division of Investment Management 

October 10, 1996
 

Page 8
 

.' 

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. 
 10 

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." 
KIRKPATRICK & LOCKHART LLP 

Jack W. Murphy, Esq.
 

Division of Investment Management
 

October 10, 1996
 

Page 9
 

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.
 
KIRKPATRICK & LOCKHART LLP 

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 
KIRKPATRICK & LOCKHART LLP 

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
 
KIRKPATRICK & LOCKHART LLP 

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
 
KIRKPATRICK & LOCKHART LLP 

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 
KIRKPATRICK & 
 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 

23 

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 

.' 

29 

30 

31 

32 

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