2
INDEPENDENT AUDITORS' REPORT
To the Trustees and Investors of High Income Portfolio:
In planning and performing our audit of the financial
statements of High Income Portfolio (the "Portfolio") for
the year ended October 31, 2000 (on which we have issued our
report dated December 8, 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 High Income
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 8, 2000
