2
INDEPENDENT AUDITORS' REPORT
To the Trustees and Investors of Floating-Rate Portfolio:
In planning and performing our audit of the financial
statements of Floating-Rate Portfolio (the "Portfolio") for the
year ended October 31, 2000 (on which we have issued our report
dated December 15, 2000), we considered its internal control,
including control activities for safeguarding securities, in
order to determine our auditing procedures for the purpose of
expressing our opinion on the financial statements and to
comply with the requirements of Form N-SAR, and not to provide
assurance on the Portfolio's internal control.
The management of the Portfolio is responsible for establishing
and maintaining internal control. In fulfilling this
responsibility, estimates and judgments by management are
required to assess the expected benefits and related costs of
controls. Generally, controls that are relevant to an audit
pertain to the entity's objective of preparing financial
statements for external purposes that are fairly presented in
conformity with accounting principles generally accepted in the
United States of America. Those controls include the
safeguarding of assets against unauthorized acquisition, use,
or disposition.
Because of inherent limitations in any internal control,
misstatements due to error or fraud may occur and not be
detected. Also, projections of any evaluation of internal
control to future periods are subject to the risk that the
internal control may become inadequate because of changes in
conditions or that the degree of compliance with policies or
procedures may deteriorate.
Our consideration of the Portfolio's internal control would not
necessarily disclose all matters in the internal control that
might be material weaknesses under standards established by the
American Institute of Certified Public Accountants. A material
weakness is a condition in which the design or operation of one
or more of the internal control components does not reduce to a
relatively low level the risk that misstatements caused by
error or fraud in amounts that would be material in relation to
the financial statements being audited may occur and not be
detected within a timely period by employees in the normal
course of performing their assigned functions. However, we
noted no matters involving the Portfolio's internal control and
its operation, including controls for safeguarding securities,
that we consider to be material weaknesses as defined above as
of October 31, 2000.
This report is intended solely for the information and use of
management, the Trustees and Investors of Floating-Rate
Portfolio, and the Securities and Exchange Commission and is
not intended to be and should not be used by anyone other than
these specified parties.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
December 15, 2000
