TAX MANAGED EMERGING GROWTH PORTFOLIO, N-1A, EX-99.(L), 2000-08-17

TAX MANAGED EMERGING GROWTH PORTFOLIO
N-1A, EX-99.(L), 2000-08-17

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                             EATON VANCE TAX-MANAGED
                              EMERGING GROWTH FUND
                            The Eaton Vance Building
                                255 State Street
                                Boston, MA 02109
                                 (617) 482-8260


                                                August 14, 2000

Tax-Managed Emerging Growth Portfolio
The Eaton Vance Building
255 State Street
Boston, MA  02109

Ladies and Gentlemen:

     With respect to our purchase  from you, at the purchase  price of $100,000,
of an interest (an "Initial Interest") in Tax-Managed  Emerging Growth Portfolio
(the  "Portfolio"),  we hereby  advise you that we are  purchasing  such Initial
Interest  for  investment  purposes  and do not intend to  withdraw  the Initial
Interest within the next 24 months.

                                Very truly yours,

                                EATON VANCE TAX-MANAGED
                                EMERGING GROWTH FUND


                                By:     /s/ James L. O'Connor
                                        -----------------------------
                                        James L. O'Connor
                                        Treasurer