Boston Income Portfolio

April 30, 2012

Portfolio of Investments (Unaudited)

Corporate Bonds & Notes — 83.3%

Principal

Amount

Security (000’s omitted) Value

Aerospace — 0.9%

Alliant Techsystems, Inc., Sr. Sub. Notes, 6.875%, 9/15/20
$ 2,335 $ 2,510,125

Huntington Ingalls Industries, Inc., Sr. Notes, 6.875%, 3/15/18
2,925 3,107,812

Huntington Ingalls Industries, Inc., Sr. Notes, 7.125%, 3/15/21
7,245 7,706,869

TransDigm, Inc., Sr. Sub. Notes, 7.75%, 12/15/18
24,600 26,937,000

$ 40,261,806

Automotive & Auto Parts — 3.3%

Affinia Group, Inc., Sr. Notes, 10.75%, 8/15/16⁽¹⁾
$ 6,600 $ 7,251,750

Affinia Group, Inc., Sr. Sub. Notes, 9.00%, 11/30/14
875 885,938

Allison Transmission, Inc., Sr. Notes, 7.125%, 5/15/19⁽¹⁾
3,715 3,910,037

American Axle & Manufacturing, Inc., Sr. Notes, 5.25%, 2/11/14
500 520,000

American Axle & Manufacturing, Inc., Sr. Notes, 9.25%, 1/15/17⁽¹⁾
11,128 12,435,540

Chrysler Group, LLC, 8.25%, 6/15/21
11,460 11,918,400

Ford Motor Credit Co., LLC, Sr. Notes, 5.75%, 2/1/21
8,340 9,399,464

Ford Motor Credit Co., LLC, Sr. Notes, 5.875%, 8/2/21
7,155 8,095,754

Ford Motor Credit Co., LLC, Sr. Notes, 8.00%, 12/15/16
16,305 19,512,927

Ford Motor Credit Co., LLC, Sr. Notes, 8.125%, 1/15/20
4,565 5,795,299

Ford Motor Credit Co., LLC, Sr. Notes, 12.00%, 5/15/15
4,785 6,064,987

General Motors Financial Co., Inc., Sr. Notes, 6.75%, 6/1/18
4,760 5,074,598

Meritor, Inc., Sr. Notes, 8.125%, 9/15/15
7,040 7,506,400

Meritor, Inc., Sr. Notes, 10.625%, 3/15/18
8,955 9,772,144

Navistar International Corp., Sr. Notes, 8.25%, 11/1/21
6,637 7,201,145

Tomkins, LLC/Tomkins, Inc., 9.00%, 10/1/18
6,796 7,594,530

Tower Automotive Holdings USA, LLC/TA Holding Finance, Inc., Sr. Notes, 10.625%, 9/1/17⁽¹⁾
9,217 9,942,839

UCI International, Inc., Sr. Notes, 8.625%, 2/15/19
3,855 3,970,650

Visteon Corp., Sr. Notes, 6.75%, 4/15/19
2,395 2,478,825

$ 139,331,227

Banks and Thrifts — 1.6%

Ally Financial, Inc., Sr. Notes, 2.688%, 12/1/14⁽²⁾
$ 3,405 $ 3,232,489

Ally Financial, Inc., Sr. Notes, 5.50%, 2/15/17
16,320 16,693,467

Ally Financial, Inc., Sr. Notes, 6.25%, 12/1/17
13,360 14,100,932

Ally Financial, Inc., Sr. Notes, 8.00%, 11/1/31
24,230 27,864,500

Bank of America N.A., Sr. Sub. Notes, 5.30%, 3/15/17
6,505 6,790,179

$ 68,681,567

Broadcasting — 0.7%

AMC Networks, Inc., Sr. Notes, 7.75%, 7/15/21⁽¹⁾
$ 3,920 $ 4,400,200

Crown Media Holdings, Inc., Sr. Notes, 10.50%, 7/15/19
3,385 3,685,419

Cumulus Media Holdings, Inc., Sr. Notes, 7.75%, 5/1/19
4,785 4,551,731

XM Satellite Radio Holdings, Inc., Sr. Notes, 13.00%, 8/1/14⁽¹⁾
15,340 17,430,075

$ 30,067,425

Building Materials — 0.4%

Building Materials Corp. of America, Sr. Notes, 6.75%, 5/1/21⁽¹⁾
$ 14,025 $ 14,638,594

Interface, Inc., Sr. Notes, 7.625%, 12/1/18
3,155 3,423,175

$ 18,061,769

Cable / Satellite TV — 2.6%

Cablevision Systems Corp., Sr. Notes, 7.75%, 4/15/18
$ 7,985 $ 8,523,987

Cablevision Systems Corp., Sr. Notes, 8.625%, 9/15/17
6,995 7,711,987

CCO Holdings, LLC/CCO Capital Corp., Sr. Notes, 6.50%, 4/30/21
1,490 1,564,500

CCO Holdings, LLC/CCO Capital Corp., Sr. Notes, 7.00%, 1/15/19
1,510 1,623,250

CCO Holdings, LLC/CCO Capital Corp., Sr. Notes, 7.25%, 10/30/17
4,455 4,867,088

CCO Holdings, LLC/CCO Capital Corp., Sr. Notes, 7.375%, 6/1/20
12,875 14,114,219

CCO Holdings, LLC/CCO Capital Corp., Sr. Notes, 7.875%, 4/30/18
5,005 5,442,938

CCO Holdings, LLC/CCO Capital Corp., Sr. Notes, 8.125%, 4/30/20
940 1,057,500

CSC Holdings, LLC, Sr. Notes, 6.75%, 11/15/21⁽¹⁾
9,825 10,242,562

DISH DBS Corp., Sr. Notes, 6.75%, 6/1/21
18,475 20,322,500

Mediacom Broadband Corp., Sr. Notes, 8.50%, 10/15/15
11,240 11,633,400

See Notes to Financial Statements.

April 30, 2012

Portfolio of Investments (Unaudited) — continued

Principal

Amount

Security (000’s omitted) Value

Cable / Satellite TV (continued)

Mediacom, LLC/Mediacom Capital Corp., Sr. Notes, 9.125%, 8/15/19
$ 2,810 $ 3,076,950

UPCB Finance V, Ltd., Sr. Notes, 7.25%, 11/15/21⁽¹⁾
10,970 11,600,775

UPCB Finance VI, Ltd., Sr. Notes, 6.875%, 1/15/22⁽¹⁾
8,050 8,311,625

$ 110,093,281

Capital Goods — 0.9%

American Railcar Industry, Sr. Notes, 7.50%, 3/1/14
$ 3,895 $ 3,963,163

Amsted Industries, Inc., Sr. Notes, 8.125%, 3/15/18⁽¹⁾
9,585 10,351,800

CNH Capital, LLC, Sr. Notes, 6.25%, 11/1/16⁽¹⁾
7,295 7,814,769

Manitowoc Co., Inc. (The), Sr. Notes, 9.50%, 2/15/18
2,475 2,768,906

Terex Corp., Sr. Notes, 10.875%, 6/1/16
11,975 13,621,562

$ 38,520,200

Chemicals — 3.6%

Celanese US Holdings, LLC, Sr. Notes, 5.875%, 6/15/21
$ 3,350 $ 3,597,063

Celanese US Holdings, LLC, Sr. Notes, 6.625%, 10/15/18
2,745 2,964,600

CF Industries, Inc., Sr. Notes, 6.875%, 5/1/18
9,045 10,537,425

CF Industries, Inc., Sr. Notes, 7.125%, 5/1/20
6,735 8,065,162

Chemtura Corp., Sr. Notes, 7.875%, 9/1/18
6,300 6,772,500

Ineos Finance PLC, Sr. Notes, 7.50%, 5/1/20⁽¹⁾
9,260 9,560,950

Ineos Finance PLC, Sr. Notes, 8.375%, 2/15/19⁽¹⁾
10,455 11,239,125

Koppers, Inc., Sr. Notes, 7.875%, 12/1/19
2,130 2,300,400

Kraton Polymers, LLC, Sr. Notes, 6.75%, 3/1/19
3,425 3,579,125

LyondellBasell Industries N.V., Sr. Notes, 5.00%, 4/15/19⁽¹⁾
38,085 39,513,187

LyondellBasell Industries N.V., Sr. Notes, 5.75%, 4/15/24⁽¹⁾
32,820 34,050,750

NOVA Chemicals Corp., Sr. Notes, 8.375%, 11/1/16
5,500 6,132,500

PolyOne Corp., Sr. Notes, 7.375%, 9/15/20
1,830 1,962,675

Polypore International, Inc., Sr. Notes, 7.50%, 11/15/17
2,290 2,415,950

Solutia, Inc., Sr. Notes, 8.75%, 11/1/17
4,840 5,493,400

Taminco Global Chemical Corp., Sr. Sub. Notes, 9.75%, 3/31/20⁽¹⁾
2,165 2,273,250

Vertellus Specialties, Inc., Sr. Notes, 9.375%, 10/1/15⁽¹⁾
3,685 3,169,100

$ 153,627,162

Consumer Products — 2.0%

ACCO Brands Corp., Sr. Notes, 6.75%, 4/30/20⁽¹⁾
$ 12,980 $ 13,499,200

ACCO Brands Corp., Sr. Notes, 10.625%, 3/15/15
6,630 7,246,259

Amscan Holdings, Inc., Sr. Notes, 8.75%, 5/1/14
31,853 32,052,400

Revlon Consumer Products Corp., 9.75%, 11/15/15
11,850 12,842,437

Scotts Miracle-Gro Co. (The), Sr. Notes, 7.25%, 1/15/18
1,790 1,942,150

Spectrum Brands, Inc., Sr. Notes, 6.75%, 3/15/20⁽¹⁾
11,645 11,950,681

Spectrum Brands, Inc., Sr. Notes, 9.50%, 6/15/18⁽¹⁾
3,905 4,441,938

$ 83,975,065

Containers — 1.5%

Ball Corp., Sr. Notes, 5.00%, 3/15/22
$ 5,230 $ 5,328,063

BWAY Holding Co., Sr. Notes, 10.00%, 6/15/18
1,855 2,049,775

Reynolds Group Holdings, Inc., Sr. Notes, 6.875%, 2/15/21⁽¹⁾
13,555 14,029,425

Reynolds Group Holdings, Inc., Sr. Notes, 7.125%, 4/15/19⁽¹⁾
8,085 8,489,250

Reynolds Group Holdings, Inc., Sr. Notes, 7.75%, 10/15/16⁽¹⁾
7,230 7,681,875

Reynolds Group Holdings, Inc., Sr. Notes, 7.875%, 8/15/19⁽¹⁾
5,025 5,452,125

Reynolds Group Holdings, Inc., Sr. Notes, 9.00%, 4/15/19⁽¹⁾
2,775 2,802,750

Reynolds Group Holdings, Inc., Sr. Notes, 9.875%, 8/15/19⁽¹⁾
2,435 2,541,531

Reynolds Group Holdings, Inc., Sr. Notes, 9.875%, 8/15/19⁽¹⁾
5,235 5,464,031

Sealed Air Corp., Sr. Notes, 8.375%, 9/15/21⁽¹⁾
9,925 11,314,500

$ 65,153,325

Diversified Financial Services — 4.6%

Aircastle, Ltd., Sr. Notes, 6.75%, 4/15/17⁽¹⁾
$ 5,195 $ 5,272,925

Aircastle, Ltd., Sr. Notes, 7.625%, 4/15/20⁽¹⁾
2,600 2,652,000

Alliance Data Systems Corp., Sr. Notes, 6.375%, 4/1/20⁽¹⁾
5,350 5,497,125

AWAS Aviation Capital, Ltd., Sr. Notes, 7.00%, 10/17/16⁽¹⁾
16,392 17,047,206

Cantor Fitzgerald, L.P., 7.875%, 10/15/19⁽¹⁾
5,410 5,516,761

CIT Group, Inc., Sr. Notes, 4.75%, 2/15/15⁽¹⁾
20,715 21,181,087

CIT Group, Inc., Sr. Notes, 5.25%, 4/1/14⁽¹⁾
9,040 9,356,400

CIT Group, Inc., Sr. Notes, 5.25%, 3/15/18
5,235 5,398,594

E*TRADE Financial Corp., Sr. Notes, 7.875%, 12/1/15
3,000 3,078,750

E*TRADE Financial Corp., Sr. Notes, 12.50%, 11/30/17
24,095 28,191,150

See Notes to Financial Statements.

Boston Income Portfolio

April 30, 2012

Portfolio of Investments (Unaudited) — continued

Principal

Amount

Security (000’s omitted) Value

Diversified Financial Services (continued)

International Lease Finance Corp., Sr. Notes, 5.875%, 5/1/13
$ 12,395 $ 12,735,863

International Lease Finance Corp., Sr. Notes, 6.25%, 5/15/19
7,200 7,269,566

International Lease Finance Corp., Sr. Notes, 8.25%, 12/15/20
16,365 18,369,712

International Lease Finance Corp., Sr. Notes, 8.625%, 1/15/22
9,855 11,316,221

International Lease Finance Corp., Sr. Notes, 8.75%, 3/15/17
5,350 6,018,750

International Lease Finance Corp., Sr. Notes, (MTN), 5.30%, 5/1/12
4,855 4,855,000

International Lease Finance Corp., Sr. Notes, (MTN), 5.65%, 6/1/14
11,900 12,227,250

Neuberger Berman Group, LLC/Neuberger Berman Finance Corp., Sr. Notes, 5.625%, 3/15/20⁽¹⁾
18,665 19,038,300

$ 195,022,660

Diversified Media — 2.3%

Catalina Marketing Corp., Sr. Notes, 10.50%, 10/1/15⁽¹⁾⁽³⁾
$ 9,694 $ 9,475,885

Catalina Marketing Corp., Sr. Sub. Notes, 11.625%, 10/1/17⁽¹⁾
13,835 12,105,625

Checkout Holding Corp., Sr. Notes, 0.00%, 11/15/15⁽¹⁾
9,495 3,798,000

Clear Channel Worldwide Holdings, Inc., Sr. Notes, 9.25%, 12/15/17
4,900 5,396,125

Clear Channel Worldwide Holdings, Inc., Sr. Sub. Notes, 7.625%, 3/15/20⁽¹⁾
8,310 8,268,450

Clear Channel Worldwide Holdings, Inc., Series A, Sr. Sub. Notes, 7.625%, 3/15/20⁽¹⁾
2,005 1,959,888

LBI Media, Inc., Sr. Notes, 9.25%, 4/15/19⁽¹⁾
6,460 5,523,300

LBI Media, Inc., Sr. Notes, 11.00%, 10/15/13
1,860 1,320,600

MDC Partners, Inc., Sr. Notes, 11.00%, 11/1/16
9,210 10,061,925

National CineMedia, LLC, Sr. Notes, 6.00%, 4/15/22⁽¹⁾
5,740 5,869,150

National CineMedia, LLC, Sr. Notes, 7.875%, 7/15/21
3,450 3,734,625

Nielsen Finance, LLC, Sr. Notes, 11.50%, 5/1/16
3,046 3,533,360

Nielsen Finance, LLC, Sr. Notes, 11.625%, 2/1/14
283 328,988

WMG Acquisition Corp., Sr. Notes, 9.50%, 6/15/16
10,615 11,649,962

WMG Acquisition Corp., Sr. Notes, 9.50%, 6/15/16⁽¹⁾
2,195 2,409,012

WMG Acquisition Corp., Sr. Notes, 11.50%, 10/1/18
11,635 12,740,325

$ 98,175,220

Energy — 10.7%

AmeriGas Finance LLC/AmeriGas Finance Corp., Sr. Notes, 6.75%, 5/20/20
$ 10,050 $ 10,301,250

AmeriGas Finance LLC/AmeriGas Finance Corp., Sr. Notes, 7.00%, 5/20/22
12,560 12,842,600

AmeriGas Partners LP/AmeriGas Finance Corp., Sr. Notes, 6.25%, 8/20/19
5,490 5,572,350

Anadarko Petroleum Corp., Sr. Notes, 6.375%, 9/15/17
7,670 9,123,595

Atwood Oceanics, Inc., Sr. Notes, 6.50%, 2/1/20
5,075 5,366,813

Basic Energy Services, Inc., Sr. Notes, 7.75%, 2/15/19
2,375 2,434,375

Berry Petroleum Co., Sr. Notes, 6.375%, 9/15/22
26,395 27,516,787

Bill Barrett Corp., Sr. Notes, 7.625%, 10/1/19
6,350 6,445,250

Bill Barrett Corp., Sr. Notes, 9.875%, 7/15/16
1,410 1,572,150

Calfrac Holdings, LP, Sr. Notes, 7.50%, 12/1/20⁽¹⁾
2,860 2,817,100

Chaparral Energy, Inc., Sr. Notes, 7.625%, 11/15/22⁽¹⁾
4,175 4,268,938

CHC Helicopter SA, Sr. Notes, 9.25%, 10/15/20⁽¹⁾
8,565 8,543,587

Chesapeake Energy Corp., Sr. Notes, 6.775%, 3/15/19
14,510 14,129,112

Chesapeake Oilfield Operating, LLC/Chesapeake Oilfield Finance, Inc., Sr. Notes, 6.625%, 11/15/19⁽¹⁾
3,875 3,661,875

Coffeyville Resources, LLC/Coffeyville Finance, Inc., Sr. Notes, 9.00%, 4/1/15⁽¹⁾
30,954 33,198,165

Concho Resources, Inc., Sr. Notes, 6.50%, 1/15/22
4,730 5,013,800

Concho Resources, Inc., Sr. Notes, 7.00%, 1/15/21
5,535 6,046,988

Continental Resources, Inc., Sr. Notes, 5.00%, 9/15/22⁽¹⁾
10,505 10,675,706

Continental Resources, Inc., Sr. Notes, 7.125%, 4/1/21
2,290 2,564,800

Continental Resources, Inc., Sr. Notes, 7.375%, 10/1/20
925 1,036,000

Denbury Resources, Inc., Sr. Sub. Notes, 8.25%, 2/15/20
5,335 5,975,200

Denbury Resources, Inc., Sr. Sub. Notes, 9.75%, 3/1/16
9,875 10,911,875

Everest Acquisition, LLC/Everest Acquisition Finance, Inc., Sr. Notes, 6.875%, 5/1/19⁽¹⁾
18,495 19,442,869

Everest Acquisition, LLC/Everest Acquisition Finance, Inc., Sr. Notes, 9.375%, 5/1/20⁽¹⁾
13,545 14,442,356

Frontier Oil Corp., Sr. Notes, 6.875%, 11/15/18
1,825 1,916,250

FTS International Services LLC/FTS International Bonds, Inc., Sr. Notes, 8.125%, 11/15/18⁽¹⁾
12,215 12,673,062

Harvest Operations Corp., Sr. Notes, 6.875%, 10/1/17⁽¹⁾
2,710 2,872,600

Holly Corp., Sr. Notes, 9.875%, 6/15/17
5,995 6,744,375

See Notes to Financial Statements.

Boston Income Portfolio

April 30, 2012

Portfolio of Investments (Unaudited) — continued

Principal

Amount

Security (000’s omitted) Value

Energy (continued)

Holly Energy Partners LP/Holly Energy Finance Corp., Sr. Notes, 6.50%, 3/1/20⁽¹⁾
$ 2,605 $ 2,637,563

Kodiak Oil & Gas Corp., Sr. Notes, 8.125%, 12/1/19⁽¹⁾
20,655 21,920,119

Laredo Petroleum, Inc., Sr. Notes, 7.375%, 5/1/22⁽¹⁾
3,655 3,792,063

Oasis Petroleum, Inc., Sr. Notes, 6.50%, 11/1/21
3,365 3,449,125

OGX Austria GmbH, Sr. Notes, 8.50%, 6/1/18⁽¹⁾
15,730 16,398,525

Oil States International, Inc., Sr. Notes, 6.50%, 6/1/19
9,420 10,008,750

PBF Holding Co., LLC/PBF Finance Corp., Sr. Notes, 8.25%, 2/15/20⁽¹⁾
4,080 4,243,200

PetroBakken Energy, Ltd., Sr. Notes, 8.625%, 2/1/20⁽¹⁾
17,195 17,968,775

Petroleum Development Corp., Sr. Notes, 12.00%, 2/15/18
3,885 4,215,225

Precision Drilling Corp., Sr. Notes, 6.50%, 12/15/21
7,945 8,302,525

Precision Drilling Corp., Sr. Notes, 6.625%, 11/15/20
3,450 3,613,875

Quicksilver Resources, Inc., Sr. Notes, 11.75%, 1/1/16
14,465 15,296,737

Range Resources Corp., Sr. Sub. Notes, 5.00%, 8/15/22
4,700 4,694,125

Range Resources Corp., Sr. Sub. Notes, 6.75%, 8/1/20
5,485 5,978,650

Rosetta Resources, Inc., Sr. Notes, 9.50%, 4/15/18
3,375 3,716,719

Samson Investment Co., Sr. Notes, 9.75%, 2/15/20⁽¹⁾
11,040 11,536,800

SESI, LLC, Sr. Notes, 6.375%, 5/1/19
11,995 12,534,775

SESI, LLC, Sr. Notes, 6.875%, 6/1/14
1,150 1,158,625

Southwestern Energy Co., Sr. Notes, 7.50%, 2/1/18
9,050 10,929,106

Targa Resources Partners, LP/Targa Resources Partners Finance Corp., Sr. Notes, 6.375%, 8/1/22⁽¹⁾
2,590 2,622,375

Venoco, Inc., Sr. Notes, 8.875%, 2/15/19
13,000 12,252,500

Venoco, Inc., Sr. Notes, 11.50%, 10/1/17
1,870 2,005,575

WPX Energy, Inc., Sr. Notes, 5.25%, 1/15/17⁽¹⁾
5,865 5,835,675

WPX Energy, Inc., Sr. Notes, 6.00%, 1/15/22⁽¹⁾
21,835 21,343,712

$ 454,564,947

Entertainment / Film — 0.6%

AMC Entertainment, Inc., Sr. Notes, 8.75%, 6/1/19
$ 6,845 $ 7,332,706

Cinemark USA, Inc., Sr. Sub. Notes, 7.375%, 6/15/21
2,395 2,598,575

NAI Entertainment Holdings, LLC, Sr. Notes, 8.25%, 12/15/17⁽¹⁾
2,875 3,184,063

Regal Cinemas Corp., Sr. Notes, 8.625%, 7/15/19
2,660 2,939,300

Regal Entertainment Group, Sr. Notes, 9.125%, 8/15/18
10,655 11,853,687

$ 27,908,331

Environmental — 0.4%

Casella Waste Systems, Inc., 11.00%, 7/15/14
$ 2,350 $ 2,538,000

Casella Waste Systems, Inc., Sr. Sub. Notes, 7.75%, 2/15/19
3,315 3,281,850

Clean Harbors, Inc., Sr. Notes, 7.625%, 8/15/16
3,555 3,750,525

Covanta Holding Corp., Sr. Notes, 6.375%, 10/1/22
8,930 9,225,628

$ 18,796,003

Food / Beverage / Tobacco — 0.9%

ASG Consolidated, LLC/ASG Finance, Inc., Sr. Notes, 15.00%, 5/15/17⁽¹⁾⁽³⁾
$ 6,947 $ 4,816,757

ASG Consolidated, LLC/ASG Finance, Inc., Sr. Sub. Notes, 10.75%, 5/15/16⁽¹⁾
17,825 16,220,750

Constellation Brands, Inc., Sr. Notes, 6.00%, 5/1/22
6,770 7,142,350

Michael Foods, Inc., Sr. Notes, 9.75%, 7/15/18
9,060 10,011,300

$ 38,191,157

Gaming — 5.5%

Buffalo Thunder Development Authority, Sr. Notes, 9.375%, 12/15/14⁽¹⁾⁽⁴⁾
$ 11,355 $ 4,286,512

Caesars Entertainment Operating Co., Inc., 10.00%, 12/15/15
5,840 5,358,200

Caesars Entertainment Operating Co., Inc., 12.75%, 4/15/18
7,835 6,708,719

Caesars Entertainment Operating Co., Inc., Sr. Notes, 5.375%, 12/15/13
3,725 3,464,250

Caesars Entertainment Operating Co., Inc., Sr. Notes, 5.625%, 6/1/15
25,140 19,483,500

Caesars Entertainment Operating Co., Inc., Sr. Notes, 8.50%, 2/15/20⁽¹⁾
16,260 16,788,450

Caesars Entertainment Operating Co., Inc., Sr. Notes, 11.25%, 6/1/17
8,315 9,229,650

Inn of the Mountain Gods Resort & Casino, Sr. Notes, 8.75%, 11/30/20⁽¹⁾
1,485 1,459,013

Mandalay Resort Group, Sr. Sub. Notes, 7.625%, 7/15/13
2,965 3,050,244

MCE Finance, Ltd., Sr. Notes, 10.25%, 5/15/18
7,080 8,035,800

MGM Resorts International, Sr. Notes, 5.875%, 2/27/14
13,670 14,216,800

MGM Resorts International, Sr. Notes, 6.75%, 9/1/12
2,430 2,478,600

See Notes to Financial Statements.

Boston Income Portfolio

April 30, 2012

Portfolio of Investments (Unaudited) — continued

Principal

Amount

Security (000’s omitted) Value

Gaming (continued)

MGM Resorts International, Sr. Notes, 6.75%, 4/1/13
$ 27,890 $ 29,023,031

MGM Resorts International, Sr. Notes, 7.75%, 3/15/22
20,120 20,824,200

MGM Resorts International, Sr. Notes, 9.00%, 3/15/20
2,250 2,520,000

MGM Resorts International, Sr. Notes, 10.375%, 5/15/14
4,625 5,295,625

MGM Resorts International, Sr. Notes, 11.125%, 11/15/17
4,790 5,448,625

Mohegan Tribal Gaming Authority, 10.50%, 12/15/16⁽¹⁾
15,085 13,123,950

Mohegan Tribal Gaming Authority, 11.50%, 11/1/17⁽¹⁾
5,385 5,600,400

Mohegan Tribal Gaming Authority, Sr. Sub. Notes, 11.00%, 9/15/18⁽¹⁾
14,770 10,449,775

Peninsula Gaming, LLC, 8.375%, 8/15/15
4,165 4,417,503

Peninsula Gaming, LLC, Sr. Notes, 10.75%, 8/15/17
11,540 12,780,550

SugarHouse HSP Gaming Property, LP/SugarHouse HSP Gaming Finance Corp., Sr. Notes, 8.625%, 4/15/16⁽¹⁾
2,590 2,768,063

Tunica-Biloxi Gaming Authority, Sr. Notes, 9.00%, 11/15/15⁽¹⁾
9,455 9,336,812

Waterford Gaming, LLC, Sr. Notes, 8.625%, 9/15/14⁽¹⁾⁽⁵⁾
7,808 4,519,829

Wynn Las Vegas, LLC/Wynn Las Vegas Capital Corp., 7.75%, 8/15/20
11,615 12,892,650

$ 233,560,751

Health Care — 6.8%

Accellent, Inc., Sr. Notes, 8.375%, 2/1/17
$ 11,860 $ 12,023,075

Alere, Inc., Sr. Notes, 7.875%, 2/1/16
6,345 6,638,456

American Renal Holdings, Sr. Notes, 8.375%, 5/15/18
1,820 1,956,500

AMGH Merger Sub, Inc., Sr. Notes, 9.25%, 11/1/18⁽¹⁾
10,230 10,588,050

Bausch & Lomb, Inc., Sr. Notes, 9.875%, 11/1/15
11,730 12,404,475

Biomet, Inc., Sr. Notes, 10.375%, 10/15/17⁽³⁾
8,570 9,309,163

ConvaTec Healthcare E SA, Sr. Notes, 10.50%, 12/15/18⁽¹⁾
19,765 20,308,537

DJO Finance, LLC/DJO Finance Corp., Sr. Notes, 8.75%, 3/15/18⁽¹⁾
2,110 2,157,475

Emergency Medical Services Corp., Sr. Notes, 8.125%, 6/1/19
4,565 4,701,950

Endo Pharmaceuticals Holdings, Inc., Sr. Notes, 7.00%, 7/15/19
4,610 4,944,225

Endo Pharmaceuticals Holdings, Inc., Sr. Notes, 7.00%, 12/15/20
11,910 12,788,362

Endo Pharmaceuticals Holdings, Inc., Sr. Notes, 7.25%, 1/15/22
3,825 4,121,438

Fresenius Medical Care US Finance II, Inc., Sr. Notes, 5.625%, 7/31/19⁽¹⁾
6,375 6,502,500

Fresenius Medical Care US Finance II, Inc., Sr. Notes, 5.875%, 1/31/22⁽¹⁾
5,315 5,414,656

Fresenius US Finance II, Inc., Sr. Notes, 9.00%, 7/15/15⁽¹⁾
3,685 4,242,356

HCA Holdings, Inc., Sr. Notes, 7.75%, 5/15/21
2,820 2,975,100

HCA, Inc., 9.875%, 2/15/17
6,315 6,954,394

HCA, Inc., Sr. Notes, 6.25%, 2/15/13
4,500 4,637,813

HCA, Inc., Sr. Notes, 6.50%, 2/15/20
10,650 11,422,125

HCA, Inc., Sr. Notes, 7.50%, 2/15/22
10,400 11,219,000

Kinetic Concepts, Inc./KCI USA, Inc., 10.50%, 11/1/18⁽¹⁾
7,300 7,564,625

Kinetic Concepts, Inc./KCI USA, Inc., Sr. Notes, 12.50%, 11/1/19⁽¹⁾
7,765 7,221,450

Multiplan, Inc., Sr. Notes, 9.875%, 9/1/18⁽¹⁾
12,245 13,347,050

Patheon, Inc., Sr. Notes, 8.625%, 4/15/17⁽¹⁾
3,600 3,258,000

Pharmaceutical Product Development, Inc., Sr. Notes, 9.50%, 12/1/19⁽¹⁾
18,340 20,174,000

Physio-Control International, Inc., Sr. Notes, 9.875%, 1/15/19⁽¹⁾
6,350 6,778,625

Polymer Group, Inc., Sr. Notes, 7.75%, 2/1/19
6,490 6,960,525

PSS World Medical, Inc., Sr. Notes, 6.375%, 3/1/22⁽¹⁾
12,520 12,895,600

ResCare, Inc., Sr. Notes, 10.75%, 1/15/19
9,675 10,799,719

Rural/Metro Corp., Sr. Notes, 10.125%, 7/15/19⁽¹⁾
4,090 3,905,950

Stewart Enterprises, Inc., Sr. Notes, 6.50%, 4/15/19
1,900 1,995,000

STHI Holding Corp., Sr. Notes, 8.00%, 3/15/18⁽¹⁾
9,840 10,528,800

Teleflex, Inc., Sr. Sub. Notes, 6.875%, 6/1/19
1,925 2,069,375

USPI Finance Corp., Sr. Notes, 9.00%, 4/1/20⁽¹⁾
8,475 8,919,938

VWR Funding, Inc., Sr. Notes, 10.25%, 7/15/15⁽²⁾⁽³⁾
1,000 1,042,500

Warner Chilcott Co., LLC, Sr. Notes, 7.75%, 9/15/18
14,275 15,666,812

$ 288,437,619

Homebuilders / Real Estate — 0.9%

CB Richard Ellis Service, Inc., Sr. Notes, 6.625%, 10/15/20
$ 10,555 $ 11,346,625

CB Richard Ellis Service, Inc., Sr. Notes, 11.625%, 6/15/17
22,945 26,214,663

$ 37,561,288

See Notes to Financial Statements.

Boston Income Portfolio

April 30, 2012

Portfolio of Investments (Unaudited) — continued

Principal

Amount

Security (000’s omitted) Value

Insurance — 0.2%

Alliant Holdings I, Inc., Sr. Notes, 11.00%, 5/1/15⁽¹⁾
$ 5,665 $ 5,941,169

USI Holdings Corp., Sr. Notes, 4.378%, 11/15/14⁽¹⁾⁽²⁾
2,125 2,000,156

$ 7,941,325

Leisure — 1.4%

NCL Corp., Ltd., Sr. Notes, 9.50%, 11/15/18
$ 2,720 $ 3,019,200

NCL Corp., Ltd., Sr. Notes, 9.50%, 11/15/18⁽¹⁾
7,805 8,663,550

NCL Corp., Ltd., Sr. Notes, 11.75%, 11/15/16
12,095 14,120,912

Royal Caribbean Cruises, Sr. Notes, 6.875%, 12/1/13
4,095 4,350,938

Royal Caribbean Cruises, Sr. Notes, 7.00%, 6/15/13
5,505 5,780,250

Royal Caribbean Cruises, Sr. Notes, 7.25%, 6/15/16
2,185 2,354,338

Royal Caribbean Cruises, Sr. Notes, 7.25%, 3/15/18
4,390 4,708,275

Royal Caribbean Cruises, Sr. Notes, 11.875%, 7/15/15
1,975 2,399,625

Seven Seas Cruises, S. DE R.L., LLC, Sr. Notes, 9.125%, 5/15/19⁽¹⁾
10,515 10,804,162

Vail Resorts, Inc., Sr. Sub. Notes, 6.50%, 5/1/19
2,420 2,565,200

$ 58,766,450

Metals / Mining — 3.4%

Arch Coal, Inc., Sr. Notes, 8.75%, 8/1/16
$ 2,660 $ 2,679,950

CII Carbon, LLC, Sr. Notes, 8.00%, 12/1/18⁽¹⁾
8,495 8,940,988

Cloud Peak Energy Resources, LLC/Cloud Peak Energy Finance Corp., Sr. Notes, 8.50%, 12/15/19
10,620 10,858,950

CONSOL Energy, Inc., Sr. Notes, 8.00%, 4/1/17
5,395 5,718,700

FMG Resources (August 2006) Pty, Ltd., Sr. Notes, 7.00%, 11/1/15⁽¹⁾
32,395 33,690,800

FMG Resources (August 2006) Pty, Ltd., Sr. Notes, 8.25%, 11/1/19⁽¹⁾
11,600 12,615,000

New Gold, Inc., Sr. Notes, 7.00%, 4/15/20⁽¹⁾
4,265 4,371,625

Novelis, Inc., Sr. Notes, 8.375%, 12/15/17
4,800 5,208,000

Novelis, Inc., Sr. Notes, 8.75%, 12/15/20
9,225 10,216,687

Peabody Energy Corp., Sr. Notes, 6.00%, 11/15/18⁽¹⁾
17,105 17,447,100

Peabody Energy Corp., Sr. Notes, 6.25%, 11/15/21⁽¹⁾
14,665 14,921,637

Quadra FNX Mining, Ltd., Sr. Notes, 7.75%, 6/15/19⁽¹⁾
13,250 14,939,375

SunCoke Energy, Inc., Sr. Notes, 7.625%, 8/1/19
4,840 4,961,000

$ 146,569,812

Paper — 1.0%

Boise Paper Holdings, LLC, Sr. Notes, 8.00%, 4/1/20
$ 1,805 $ 1,999,038

Boise Paper Holdings, LLC, Sr. Notes, 9.00%, 11/1/17
7,295 8,152,163

Domtar Corp., Sr. Notes, 10.75%, 6/1/17
8,205 10,604,962

Longview Fibre Paper & Packaging, Inc., Sr. Notes, 8.00%, 6/1/16⁽¹⁾
955 969,325

Sappi Papier Holdings GmbH, Sr. Notes, 6.625%, 4/15/21⁽¹⁾
22,110 20,949,225

$ 42,674,713

Railroad — 0.1%

Kansas City Southern Mexico, Sr. Notes, 6.125%, 6/15/21
$ 2,635 $ 2,911,675

$ 2,911,675

Restaurants — 0.4%

NPC International, Inc., Sr. Notes, 10.50%, 1/15/20⁽¹⁾
$ 16,985 $ 18,768,425

$ 18,768,425

Services — 6.5%

Aramark Holdings Corp., Sr. Notes, 8.625%, 5/1/16⁽¹⁾⁽³⁾
$ 3,530 $ 3,622,698

Avis Budget Car Rental, LLC/Avis Budget Finance, Inc., Sr. Notes, 8.25%, 1/15/19⁽¹⁾
5,720 6,020,300

Avis Budget Car Rental, LLC/Avis Budget Finance, Inc., Sr. Notes, 9.625%, 3/15/18
10,565 11,568,675

Avis Budget Car Rental, LLC/Avis Budget Finance, Inc., Sr. Notes, 9.75%, 3/15/20
17,135 18,934,175

Education Management, LLC, Sr. Notes, 8.75%, 6/1/14
22,250 21,749,375

Hertz Corp., Sr. Notes, 7.50%, 10/15/18
75 80,812

Laureate Education, Inc., Sr. Notes, 11.00%, 8/15/15⁽¹⁾
30,966 32,282,055

Laureate Education, Inc., Sr. Notes, 11.25%, 8/15/15⁽¹⁾
57,348 59,785,678

Laureate Education, Inc., Sr. Sub. Notes, 12.75%, 8/15/17⁽¹⁾
23,453 25,211,975

RSC Equipment Rental, Inc./RSC Holdings III, LLC, Sr. Notes, 8.25%, 2/1/21
1,195 1,296,575

RSC Equipment Rental, Inc./RSC Holdings III, LLC, Sr. Notes, 10.25%, 11/15/19
4,495 5,079,350

ServiceMaster Co., Sr. Notes, 8.00%, 2/15/20⁽¹⁾
5,145 5,530,875

Sitel, LLC/Sitel Finance Corp., Sr. Notes, 11.50%, 4/1/18
2,750 1,938,750

See Notes to Financial Statements.

Boston Income Portfolio

April 30, 2012

Portfolio of Investments (Unaudited) — continued

Principal

Amount

Security (000’s omitted) Value

Services (continued)

TransUnion Holding Co., Inc., Sr. Notes, 9.625%, 6/15/18⁽¹⁾⁽³⁾
$ 16,720 $ 18,015,800

TransUnion LLC/TransUnion Financing Corp., Sr. Notes, 11.375%, 6/15/18
12,910 15,395,175

United Rentals North America, Inc., Sr. Notes, 10.875%, 6/15/16
15,075 17,128,969

UR Financing Escrow Corp., Sr. Notes, 7.375%, 5/15/20⁽¹⁾
18,280 19,239,700

UR Financing Escrow Corp., Sr. Notes, 7.625%, 4/15/22⁽¹⁾
12,380 13,122,800

$ 276,003,737

Steel — 0.2%

JMC Steel Group, Inc., Sr. Notes, 8.25%, 3/15/18⁽¹⁾
$ 7,020 $ 7,300,800

RathGibson, Inc., Sr. Notes, 11.25%, 2/15/14⁽⁴⁾⁽⁵⁾
8,245 0

$ 7,300,800

Super Retail — 5.5%

Academy, Ltd./Academy Finance Corp., Sr. Notes, 9.25%, 8/1/19⁽¹⁾
$ 10,625 $ 11,395,313

Express, LLC/Express Finance Corp., Sr. Notes, 8.75%, 3/1/18
28,225 31,400,312

HD Supply, Inc., Sr. Notes, 8.125%, 4/15/19⁽¹⁾
11,435 12,306,919

HD Supply, Inc., Sr. Notes, 11.00%, 4/15/20⁽¹⁾
14,040 15,093,000

Limited Brands, Inc., Sr. Notes, 5.625%, 2/15/22
16,835 17,024,394

Limited Brands, Inc., Sr. Notes, 6.625%, 4/1/21
26,680 28,947,800

Limited Brands, Inc., Sr. Notes, 8.50%, 6/15/19
12,810 15,227,887

Michaels Stores, Inc., Sr. Notes, 7.75%, 11/1/18
11,435 12,092,512

Michaels Stores, Inc., Sr. Sub. Notes, 11.375%, 11/1/16
4,553 4,860,373

Pantry, Inc., Sr. Sub. Notes, 7.75%, 2/15/14
5,620 5,648,100

PETCO Animal Supplies, Inc., Sr. Notes, 9.25%, 12/1/18⁽¹⁾
13,955 15,420,275

Rexel SA, Sr. Notes, 6.125%, 12/15/19⁽¹⁾
4,390 4,472,313

Sally Holdings, LLC/Sally Capital, Inc., Sr. Notes, 6.875%, 11/15/19⁽¹⁾
215 230,050

Toys “R” Us, Inc., Sr. Notes, 7.375%, 9/1/16⁽¹⁾
5,980 6,114,550

Toys “R” Us, Inc., Sr. Notes, 7.875%, 4/15/13
51,130 52,663,900

Toys “R” Us, Inc., Sr. Notes, 10.75%, 7/15/17
1,135 1,254,175

$ 234,151,873

Technology — 2.5%

Advanced Micro Devices, Inc., Sr. Notes, 7.75%, 8/1/20
$ 580 $ 642,350

Avaya, Inc., Sr. Notes, 7.00%, 4/1/19⁽¹⁾
3,825 3,844,125

Avaya, Inc., Sr. Notes, 9.75%, 11/1/15
11,345 11,302,456

Avaya, Inc., Sr. Notes, 10.125%, 11/1/15⁽¹⁾⁽³⁾
1 509

Avaya, Inc., Sr. Notes, 10.125%, 11/1/15⁽³⁾
19,309 19,236,361

Brocade Communications Systems, Inc., Sr. Notes, 6.625%, 1/15/18
2,215 2,336,825

Brocade Communications Systems, Inc., Sr. Notes, 6.875%, 1/15/20
2,795 3,067,513

CommScope, Inc., Sr. Notes, 8.25%, 1/15/19⁽¹⁾
4,540 4,869,150

First Data Corp., Sr. Notes, 7.375%, 6/15/19⁽¹⁾
13,365 13,732,537

Lawson Software, Inc., Sr. Notes, 9.375%, 4/1/19⁽¹⁾
6,265 6,578,250

Seagate HDD Cayman, 7.00%, 11/1/21⁽¹⁾
11,895 12,965,550

Sophia, LP/Sophia Finance, Inc., Sr. Notes, 9.75%, 1/15/19⁽¹⁾
5,250 5,656,875

SSI Investments II, Ltd./SSI Co-Issuer LLC, Sr. Notes, 11.125%, 6/1/18
18,560 20,648,000

$ 104,880,501

Telecommunications — 8.4%

American Tower Corp., Sr. Notes, 5.05%, 9/1/20
$ 12,730 $ 13,484,889

CenturyLink, Inc., Sr. Notes, 6.45%, 6/15/21
19,180 19,985,426

Digicel Group, Ltd., Sr. Notes, 8.875%, 1/15/15⁽¹⁾
10,585 10,690,850

Digicel Group, Ltd., Sr. Notes, 9.125%, 1/15/15⁽¹⁾
2,455 2,483,233

Digicel, Ltd., Sr. Notes, 8.25%, 9/1/17⁽¹⁾
11,140 11,724,850

Digicel, Ltd., Sr. Notes, 12.00%, 4/1/14⁽¹⁾
8,325 9,303,187

Equinix, Inc., Sr. Notes, 7.00%, 7/15/21
4,815 5,272,425

GCI, Inc., Sr. Notes, 6.75%, 6/1/21
2,400 2,436,000

Hughes Satellite Systems Corp., Sr. Notes, 6.50%, 6/15/19
13,025 14,001,875

Inmarsat Finance PLC, Sr. Notes, 7.375%, 12/1/17⁽¹⁾
4,620 4,989,600

Intelsat Bermuda, Ltd., Sr. Notes, 11.25%, 6/15/16
8,675 9,141,281

Intelsat Jackson Holdings, Ltd., Sr. Notes, 7.25%, 10/15/20⁽¹⁾
10,440 10,935,900

Intelsat Jackson Holdings, Ltd., Sr. Notes, 9.50%, 6/15/16
3,268 3,410,975

Intelsat Luxembourg SA, Sr. Notes, 11.50%, 2/4/17⁽¹⁾⁽³⁾
19,257 19,931,060

Intelsat Luxembourg SA, Sr. Notes, 11.50%, 2/4/17⁽³⁾
4,954 5,176,798

iPCS, Inc., 3.797%, 5/1/14⁽²⁾⁽³⁾
4,510 4,329,600

Nextel Communications, Inc., Sr. Notes, 5.95%, 3/15/14
39,400 39,547,750

Nextel Communications, Inc., Sr. Notes, 6.875%, 10/31/13
33,595 33,762,975

Nextel Communications, Inc., Sr. Notes, 7.375%, 8/1/15
12,380 12,070,500

See Notes to Financial Statements.

Boston Income Portfolio

April 30, 2012

Portfolio of Investments (Unaudited) — continued

Principal

Amount

Security (000’s omitted) Value

Telecommunications (continued)

NII Capital Corp., Sr. Notes, 8.875%, 12/15/19
$ 7,925 $ 8,024,062

SBA Telecommunications, Inc., Sr. Notes, 8.00%, 8/15/16
2,649 2,850,986

SBA Telecommunications, Inc., Sr. Notes, 8.25%, 8/15/19
1,771 1,961,383

Sprint Nextel Corp., Sr. Notes, 6.00%, 12/1/16
6,315 5,762,438

Sprint Nextel Corp., Sr. Notes, 9.00%, 11/15/18⁽¹⁾
33,165 36,605,869

Sprint Nextel Corp., Sr. Notes, 9.125%, 3/1/17⁽¹⁾
5,150 5,124,250

Telesat Canada/Telesat, LLC, Sr. Notes, 11.00%, 11/1/15
11,660 12,447,050

Telesat Canada/Telesat, LLC, Sr. Sub. Notes, 12.50%, 11/1/17
12,665 14,248,125

Wind Acquisition Finance SA, Sr. Notes, 12.25%, 7/15/17⁽¹⁾⁽³⁾
20,625 17,354,626

Windstream Corp., Sr. Notes, 7.50%, 6/1/22
6,715 7,067,537

Windstream Corp., Sr. Notes, 7.75%, 10/1/21
8,500 9,158,750

Windstream Corp., Sr. Notes, 8.125%, 9/1/18
2,565 2,770,200

$ 356,054,450

Textiles / Apparel — 0.6%

Oxford Industries, Inc., Sr. Notes, 11.375%, 7/15/15
$ 10,607 $ 11,442,407

Phillips-Van Heusen Corp., Sr. Notes, 7.75%, 11/15/23
13,090 15,187,673

$ 26,630,080

Transportation Ex Air / Rail — 0.4%

CEVA Group PLC, Sr. Notes, 8.375%, 12/1/17⁽¹⁾
$ 7,720 $ 7,720,000

CEVA Group PLC, Sr. Notes, 11.625%, 10/1/16⁽¹⁾
6,960 7,429,800

$ 15,149,800

Utilities — 2.5%

AES Corp. (The), Sr. Notes, 7.375%, 7/1/21⁽¹⁾
$ 4,765 $ 5,324,888

Calpine Construction Finance Co. LP/CCFC Finance Corp.,
Sr. Notes, 8.00%, 6/1/16⁽¹⁾
11,965 13,041,850

Calpine Corp., Sr. Notes, 7.50%, 2/15/21⁽¹⁾
23,420 25,176,500

DPL, Inc., Sr. Notes, 6.50%, 10/15/16⁽¹⁾
7,335 7,995,150

DPL, Inc., Sr. Notes, 7.25%, 10/15/21⁽¹⁾
14,880 16,591,200

Edison Mission Energy, Sr. Notes, 7.50%, 6/15/13
12,200 9,211,000

NRG Energy, Inc., Sr. Notes, 7.875%, 5/15/21
7,300 7,172,250

NRG Energy, Inc., Sr. Notes, 8.25%, 9/1/20
11,225 11,309,187

Reliant Energy, Inc., Sr. Notes, 7.625%, 6/15/14
785 804,625

Texas Competitive Electric Holdings Co., LLC, Sr. Notes, 11.50%, 10/1/20⁽¹⁾
12,585 7,865,625

$ 104,492,275

Total Corporate Bonds & Notes

(identified cost $3,400,155,705)
$ 3,542,286,719

Senior Floating-Rate Interests — 5.8%⁽⁶⁾

Principal

Amount

Borrower/Tranche Description (000’s omitted) Value

Automotive & Auto Parts — 0.2%

Chrysler Group LLC, Term Loan, 6.00%, Maturing 5/24/17
$ 6,104 $ 6,226,764

$ 6,226,764

Building Materials — 0.3%

Panolam Industries International, Inc., Term Loan, 8.25%, Maturing 12/31/13
$ 9,921 $ 9,808,976

Panolam Industries International, Inc., Term Loan - Second Lien, 10.00%, Maturing 6/30/14
4,223 4,022,888

$ 13,831,864

Business Equipment and Services — 0.5%

Quintiles Transnational Corp., Term Loan, 7.50%, Maturing 2/22/17
$ 21,900 $ 22,082,493

$ 22,082,493

Chemicals and Plastics — 0.8%

EP Energy Corporation, Term Loan, Maturing 4/10/18⁽⁷⁾
$ 8,000 $ 8,097,040

Ineos US Finance LLC, Term Loan, Maturing 4/27/15⁽⁷⁾
9,000 9,070,317

Ineos US Finance LLC, Term Loan, Maturing 4/27/18⁽⁷⁾
10,800 10,870,880

PetroLogistics LP, Term Loan, 7.00%, Maturing 3/23/17
6,720 6,787,200

$ 34,825,437

See Notes to Financial Statements.

Boston Income Portfolio

April 30, 2012

Portfolio of Investments (Unaudited) — continued

Principal

Amount

Borrower/Tranche Description (000’s omitted) Value

Consumer Products — 0.6%

AMSCAN Holdings, Inc., Term Loan, 6.75%, Maturing 12/4/17
$ 13,298 $ 13,380,610

Revlon Consumer Products Corp., Term Loan, 4.75%, Maturing 11/17/17
13,037 13,063,550

$ 26,444,160

Diversified Financial Services — 0.6%

Asurion LLC, Term Loan - Second Lien, 9.00%, Maturing 5/24/19
$ 14,447 $ 14,715,916

Nuveen Investments, Inc., Term Loan - Second Lien, 8.25%, Maturing 2/28/19
11,300 11,639,000

$ 26,354,916

Food / Beverage / Tobacco — 0.3%

Del Monte Foods Co., Term Loan, 4.50%, Maturing 3/8/18
$ 11,811 $ 11,744,314

U.S. Foodservice, Inc., Term Loan, 2.74%, Maturing 7/3/14
1,969 1,939,867

$ 13,684,181

Gaming — 0.1%

Cannery Casino Resorts, LLC, Term Loan - Second Lien, 4.49%, Maturing 5/16/14
$ 3,220 $ 2,994,600

$ 2,994,600

Health Care — 0.3%

Aptalis Pharma, Inc., Term Loan, 5.50%, Maturing 2/10/17
$ 13,156 $ 13,045,250

$ 13,045,250

Insurance — 0.1%

Hub International Limited, Term Loan, 6.75%, Maturing 6/13/14
$ 4,851 $ 4,894,924

$ 4,894,924

Retail-Food and Drug — 0.1%

Claire’s Stores, Inc., Term Loan, Maturing 5/29/14⁽⁷⁾
$ 5,600 $ 5,340,989

$ 5,340,989

Services — 1.0%

Brickman Group Holdings Inc., Term Loan, 7.25%, Maturing 10/14/16
$ 2,873 $ 2,906,826

Education Management, LLC, Term Loan, 4.50%, Maturing 6/1/16
7,843 7,251,768

Lonestar Intermediate Super Holdings, LLC, Term Loan, 11.00%, Maturing 9/2/19
30,600 31,525,650

$ 41,684,244

Super Retail — 0.3%

Academy, Ltd., Term Loan, 6.00%, Maturing 8/3/18
$ 6,833 $ 6,910,257

Burlington Coat Factory Warehouse Corporation, Term Loan, 6.25%, Maturing 2/23/17
4,932 4,965,901

$ 11,876,158

Technology — 0.1%

First Data Corp., Term Loan, 2.99%, Maturing 9/24/14
$ 5,632 $ 5,397,325

$ 5,397,325

Transportation Ex Air / Rail — 0.2%

CEVA Group PLC, Term Loan, 5.47%, Maturing 8/31/16
$ 1,774 $ 1,676,596

CEVA Group PLC, Term Loan, 5.47%, Maturing 8/31/16
3,890 3,675,760

CEVA Group PLC, Term Loan, 5.47%, Maturing 8/31/16
1,991 1,881,414

$ 7,233,770

Utilities — 0.3%

Texas Competitive Electric Holdings Co., LLC, Term Loan, 3.74%, Maturing 10/10/14
$ 16,810 $ 9,662,585

$ 9,662,585

Total Senior Floating-Rate Interests

(identified cost $247,292,972)
$ 245,579,660

Convertible Bonds — 0.3%

Principal

Amount

Security (000’s omitted) Value

Automotive & Auto Parts — 0.3%

Ford Motor Co., 4.25%, 11/15/16
$ 7,820 $ 11,651,800

$ 11,651,800

Total Convertible Bonds

(identified cost $13,515,887)
$ 11,651,800

See Notes to Financial Statements.

Boston Income Portfolio

April 30, 2012

Portfolio of Investments (Unaudited) — continued

Common Stocks — 0.4%

Security Shares Value

Building Materials — 0.3%

Panolam Holdings Co.^(5)(8)(9)
6,997 $ 11,405,810

$ 11,405,810

Consumer Products — 0.0%⁽¹⁰⁾

HF Holdings, Inc.^(5)(8)(9)
3,400 $ 16,558

$ 16,558

Energy — 0.0%⁽¹⁰⁾

SemGroup Corp.⁽⁹⁾
26,457 $ 841,333

$ 841,333

Gaming — 0.0%⁽¹⁰⁾

Greektown Superholdings, Inc.⁽⁹⁾
1,365 $ 70,297

$ 70,297

Super Retail — 0.1%

GNC Holdings, Inc., Class A
107,269 $ 4,189,927

$ 4,189,927

Total Common Stocks

(identified cost $5,562,086)
$ 16,523,925

Convertible Preferred Stocks — 0.1%

Security Shares Value

Automotive & Auto Parts — 0.0%⁽¹⁰⁾

Goodyear Tire & Rubber Co. (The), 5.875%
50,000 $ 2,076,000

$ 2,076,000

Energy — 0.1%

Chesapeake Energy Corp., 4.50%
52,348 $ 4,219,249

$ 4,219,249

Total Convertible Preferred Stocks

(identified cost $7,717,814)
$ 6,295,249

Preferred Stocks — 0.2%

Security Shares Value

Banks and Thrifts — 0.2%

GMAC Capital Trust I, 8.125%
452,465 $ 10,836,537

$ 10,836,537

Total Preferred Stocks

(identified cost $11,410,043)
$ 10,836,537

Miscellaneous — 0.0%⁽¹⁰⁾

Security Shares Value

Cable / Satellite TV — 0.0%⁽¹⁰⁾

Adelphia, Inc., Escrow Certificate⁽⁹⁾
10,260,000 $ 76,437

Adelphia, Inc., Escrow Certificate⁽⁹⁾
5,085,000 37,883

Adelphia Recovery Trust⁽⁵⁾⁽⁹⁾
14,818,854 0

$ 114,320

Gaming — 0.0%⁽¹⁰⁾

BLB Worldwide Holdings, Inc., Contingent Value Rights, Expires 11/5/17⁽⁸⁾⁽⁹⁾
8,520 $ 48,990

$ 48,990

Health Care — 0.0%⁽¹⁰⁾

US Oncology, Inc., Escrow Certificate⁽⁹⁾
4,050,000 $ 81,000

$ 81,000

Services — 0.0%⁽¹⁰⁾

NCS Acquisition Corp., Escrow Certificate⁽⁵⁾⁽⁹⁾
2,950,000 $ 203,403

$ 203,403

Total Miscellaneous

(identified cost $13,913,678)
$ 447,713

Warrants — 0.0%⁽¹⁰⁾

Security Shares Value

Energy — 0.0%⁽¹⁰⁾

SemGroup Corp., Expires 11/30/14⁽⁹⁾
27,849 $ 247,160

$ 247,160

See Notes to Financial Statements.

Boston Income Portfolio

April 30, 2012

Portfolio of Investments (Unaudited) — continued

Security Shares Value

Food / Beverage / Tobacco — 0.0%⁽¹⁰⁾

ASG Consolidated, LLC/ASG Finance, Inc., Expires 5/15/18
5,575 $ 501,750

$ 501,750

Gaming — 0.0%⁽¹⁰⁾

Peninsula Gaming, LLC, Convertible Preferred Membership Interests, Expires 7/1/16^(5)(8)(9)
6,338 $ 939,832

$ 939,832

Publishing / Printing — 0.0%

Reader’s Digest Association, Inc. (The), Expires 2/14/19^(5)(8)(9)
33,105 $ 0

$ 0

Total Warrants

(identified cost $278)
$ 1,688,742

Short-Term Investments — 9.0%

Interest

Description (000’s omitted) Value

Eaton Vance Cash Reserves Fund, LLC, 0.09%⁽¹¹⁾
$ 381,521 $ 381,521,404

Total Short-Term Investments

(identified cost $381,521,404)
$ 381,521,404

Total Investments — 99.1%

(identified cost $4,081,089,867)
$ 4,216,831,749

Other Assets, Less Liabilities — 0.9%
$ 37,076,073

Net Assets — 100.0%
$ 4,253,907,822

The percentage shown for each investment category in the Portfolio of Investments is based on net assets.


MTN		- Medium-Term Note


⁽¹⁾		Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933. These securities may be sold in certain transactions (normally to qualified institutional buyers) and remain exempt from registration. At April 30, 2012, the aggregate value of these securities is $1,596,155,471 or 37.5% of the Portfolio’s net assets.

⁽²⁾		Variable rate security. The stated interest rate represents the rate in effect at April 30, 2012.

⁽³⁾		Represents a payment-in-kind security which may pay all or a portion of interest in additional par.

⁽⁴⁾		Currently the issuer is in default with respect to interest payments. For a variable rate security, interest rate has been adjusted to reflect non-accrual status.

⁽⁵⁾		For fair value measurement disclosure purposes, security is categorized as Level 3 (see Note 9).

⁽⁶⁾		Senior floating-rate interests (Senior Loans) often require prepayments from excess cash flows or permit the borrowers to repay at their election. The degree to which borrowers repay, whether as a contractual requirement or at their election, cannot be predicted with accuracy. As a result, the actual remaining maturity may be substantially less than the stated maturities shown. However, Senior Loans will have an expected average life of approximately two to four years. The stated interest rate represents the weighted average interest rate of all contracts within the senior loan facility and includes commitment fees on unfunded loan commitments, if any. Senior Loans typically have rates of interest which are redetermined either daily, monthly, quarterly or semi-annually by reference to a base lending rate, plus a premium. These base lending rates are primarily the London Interbank Offered Rate (“LIBOR”) and secondarily, the prime rate offered by one or more major United States banks (the “Prime Rate”) and the certificate of deposit (“CD”) rate or other base lending rates used by commercial lenders.

⁽⁷⁾		This Senior Loan will settle after April 30, 2012, at which time the interest rate will be determined.

⁽⁸⁾		Restricted security (see Note 5).

⁽⁹⁾		Non-income producing security.

⁽¹⁰⁾		Amount is less than 0.05%.

⁽¹¹⁾		Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of April 30, 2012.

See Notes to Financial Statements.

Boston Income Portfolio

April 30, 2012

Notes to Financial Statements (Unaudited)

1 Significant Accounting Policies

Boston Income Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to provide a high level of current income. Prior to May 15, 2012, the Portfolio’s secondary objectives were to seek reasonable preservation of capital to the extent attainable from its investments in high yield, high risk corporate bonds, and growth of income and capital. Effective May 15, 2012, the Portfolio’s secondary objectives are to seek growth of income and capital. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At April 30, 2012, Eaton Vance Income Fund of Boston, Eaton Vance Multi-Strategy All Market Fund, Eaton Vance Strategic Income Fund and Eaton Vance International (Cayman Islands) Strategic Income Fund held an interest of 85.3%, 0.5%, 11.8% and 2.4%, respectively, in the Portfolio.

The following is a summary of significant accounting policies of the Portfolio. The policies are in conformity with accounting principles generally accepted in the United States of America.

A Investment Valuation — Debt obligations (including short-term obligations with a remaining maturity of more than sixty days) are generally valued on the basis of valuations provided by third party pricing services, as derived from such services’ pricing models. Inputs to the models may include, but are not limited to, reported trades, executable bid and asked prices, broker/dealer quotations, prices or yields of securities with similar characteristics, benchmark curves or information pertaining to the issuer, as well as industry and economic events. The pricing services may use a matrix approach, which considers information regarding securities with similar characteristics to determine the valuation for a security. Short-term obligations purchased with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value. Interests in senior floating-rate loans (Senior Loans) for which reliable market quotations are readily available are valued generally at the average mean of bid and ask quotations obtained from a third party pricing service. Other Senior Loans are valued at fair value by the investment adviser under procedures approved by the Trustees. In fair valuing a Senior Loan, the investment adviser utilizes one or more of the valuation techniques described in (i) through (iii) below to assess the likelihood that the borrower will make a full repayment of the loan underlying such Senior Loan relative to yields on other Senior Loans issued by companies of comparable credit quality. If the investment adviser believes that there is a reasonable likelihood of full repayment, the investment adviser will determine fair value using a matrix pricing approach that considers the yield on the Senior Loan. If the investment adviser believes there is not a reasonable likelihood of full repayment, the investment adviser will determine fair value using analyses that include, but are not limited to: (i) a comparison of the value of the borrower’s outstanding equity and debt to that of comparable public companies; (ii) a discounted cash flow analysis; or (iii) when the investment adviser believes it is likely that a borrower will be liquidated or sold, an analysis of the terms of such liquidation or sale. In certain cases, the investment adviser will use a combination of analytical methods to determine fair value, such as when only a portion of a borrower’s assets are likely to be sold. In conducting its assessment and analyses for purposes of determining fair value of a Senior Loan, the investment adviser will use its discretion and judgment in considering and appraising relevant factors. Fair value determinations are made by the portfolio managers of the Portfolio based on information available to such managers. The portfolio managers of other funds managed by the investment adviser that invest in Senior Loans may not possess the same information about a Senior Loan borrower as the portfolio managers of the Portfolio. At times, the fair value of a Senior Loan determined by the portfolio managers of other funds managed by the investment adviser that invest in Senior Loans may vary from the fair value of the same Senior Loan determined by the portfolio managers of the Portfolio. The fair value of each Senior Loan is periodically reviewed and approved by the investment adviser’s Valuation Committee and by the Trustees based upon procedures approved by the Trustees. Junior Loans (i.e., subordinated loans and second lien loans) are valued in the same manner as Senior Loans. Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale or closing price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices or, in the case of preferred equity securities that are not listed or traded in the over-the-counter market, by a third party pricing service that will use various techniques that consider factors including, but not limited to, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, quotes of underlying common stock, issuer spreads, as well as industry and economic events. Credit default swaps are normally valued using valuations provided by a third party pricing service. The pricing services employ electronic data processing techniques to determine the present value based on credit spread quotations obtained from broker/dealers and expected default recovery rates determined by the pricing service using proprietary models. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Portfolio in a manner that fairly reflects the security’s value, or the amount that the Portfolio might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies or entities, quotations or relevant information obtained from broker/dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s or entity’s financial condition, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.

The Portfolio may invest in Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund), an affiliated investment company managed by Eaton Vance Management (EVM). Cash Reserves Fund generally values its investment securities utilizing the amortized cost valuation technique in accordance with Rule 2a-7 under the 1940 Act. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Reserves Fund may value its investment securities in the same manner as debt obligations described above.

Boston Income Portfolio

April 30, 2012

Notes to Financial Statements (Unaudited) — continued

B Investment Transactions — Investment transactions for financial statement purposes are accounted for on a trade date basis. Realized gains and losses on investments sold are determined on the basis of identified cost.

C Income — Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount. Fees associated with loan amendments are recognized immediately. Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities.

D Federal Taxes — The Portfolio has elected to be treated as a partnership for federal tax purposes. No provision is made by the Portfolio for federal or state taxes on any taxable income of the Portfolio because each investor in the Portfolio is ultimately responsible for the payment of any taxes on its share of taxable income. Since at least one of the Portfolio’s investors is a regulated investment company that invests all or substantially all of its assets in the Portfolio, the Portfolio normally must satisfy the applicable source of income and diversification requirements (under the Internal Revenue Code) in order for its investors to satisfy them. The Portfolio will allocate, at least annually among its investors, each investor’s distributive share of the Portfolio’s net investment income, net realized capital gains and any other items of income, gain, loss, deduction or credit.

As of April 30, 2012, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. The Portfolio files a U.S. federal income tax return annually after its fiscal year-end, which is subject to examination by the Internal Revenue Service for a period of three years from the date of filing.

E Expense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Portfolio. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Portfolio maintains with SSBT. All credit balances, if any, used to reduce the Portfolio’s custodian fees are reported as a reduction of expenses in the Statement of Operations.

F Use of Estimates — The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.

G Indemnifications — Under the Portfolio’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Portfolio. Under Massachusetts law, if certain conditions prevail, interestholders in the Portfolio could be deemed to have personal liability for the obligations of the Portfolio. However, the Portfolio’s Declaration of Trust contains an express disclaimer of liability on the part of Portfolio interestholders and the By-laws provide that the Portfolio shall assume the defense on behalf of any Portfolio interestholder. Moreover, the By-laws also provide for indemnification out of Portfolio property of any interestholder held personally liable solely by reason of being or having been an interestholder for all loss or expense arising from such liability. Additionally, in the normal course of business, the Portfolio enters into agreements with service providers that may contain indemnification clauses. The Portfolio’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Portfolio that have not yet occurred.

H Credit Default Swaps — When the Portfolio is the buyer of a credit default swap contract, the Portfolio is entitled to receive the par (or other agreed-upon) value of a referenced debt obligation (or basket of debt obligations) from the counterparty to the contract if a credit event by a third party, such as a U.S. or foreign corporate issuer on the debt obligation occurs. In return, the Portfolio pays the counterparty a periodic stream of payments over the term of the contract provided that no credit event has occurred. If no credit event occurs, the Portfolio would have spent the stream of payments and received no proceeds from the contract. When the Portfolio is the seller of a credit default swap contract, it receives the stream of payments, but is obligated to pay to the buyer of the protection an amount up to the notional amount of the swap and in certain instances take delivery of securities of the reference entity upon the occurrence of a credit event, as defined under the terms of that particular swap agreement. Credit events are contract specific but may include bankruptcy, failure to pay, restructuring, obligation acceleration and repudiation/moratorium. If the Portfolio is a seller of protection and a credit event occurs, the maximum potential amount of future payments that the Portfolio could be required to make would be an amount equal to the notional amount of the agreement. This potential amount would be partially offset by any recovery value of the respective referenced obligation, or net amount received from the settlement of a buy protection credit default swap agreement entered into by the Portfolio for the same referenced obligation. As the seller, the Portfolio may create economic leverage to its portfolio because, in addition to its total net assets, the Portfolio is subject to investment exposure on the notional amount of the swap. The interest fee paid or received on the swap contract, which is based on a specified interest rate on a fixed notional amount, is accrued daily as a component of unrealized appreciation (depreciation) and is recorded as realized gain upon receipt or realized loss upon payment. The Portfolio also records an increase or decrease to unrealized appreciation (depreciation) in an amount equal to the daily valuation. Upfront payments or receipts, if any, are recorded as other assets or other liabilities, respectively, and amortized over the life of the swap contract as realized gains or losses. For financial reporting purposes, unamortized upfront payments, if any, are netted with unrealized appreciation or depreciation on swap contracts to determine the market value of swaps as presented in Notes 6 and 9. The Portfolio segregates assets in the form of cash or liquid securities in an amount equal to the notional amount of the credit default swaps of which it is the seller. The Portfolio segregates assets in the form of cash or liquid securities in an amount equal to any unrealized depreciation of the credit default swaps of which it is the buyer, marked to market on a daily basis. These transactions involve certain risks, including the risk that the seller may be unable to fulfill the transaction.

I Interim Financial Statements — The interim financial statements relating to April 30, 2012 and for the six months then ended have not been audited by an independent registered public accounting firm, but in the opinion of the Portfolio’s management, reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the financial statements.

Boston Income Portfolio

April 30, 2012

Notes to Financial Statements (Unaudited) — continued

2 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research (BMR), a subsidiary of EVM, as compensation for investment advisory services rendered to the Portfolio. Pursuant to the investment advisory agreement and subsequent fee reduction agreements between the Portfolio and BMR, the fee is computed at an annual rate of 0.625% of the Portfolio’s average daily net assets up to $1.5 billion, 0.60% from $1.5 billion up to $2 billion, 0.575% from $2 billion up to $5 billion, and 0.555% of average daily net assets of $5 billion or more, and is payable monthly. The fee reduction cannot be terminated without the consent of the Trustees and shareholders. The Portfolio invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. For the six months ended April 30, 2012, the Portfolio’s investment adviser fee amounted to $11,217,929 or 0.60% (annualized) of the Portfolio’s average daily net assets.

Except for Trustees of the Portfolio who are not members of EVM’s or BMR’s organizations, officers and Trustees receive remuneration for their services to the Portfolio out of the investment adviser fee. Trustees of the Portfolio who are not affiliated with the investment adviser may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the six months ended April 30, 2012, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.

3 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations and including maturities, paydowns and principal repayments on Senior Loans, aggregated $1,870,992,393 and $1,120,079,782, respectively, for the six months ended April 30, 2012.

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at April 30, 2012, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	4,096,765,596



Gross unrealized appreciation	$	196,909,882
Gross unrealized depreciation		(76,843,729	)



Net unrealized appreciation	$	120,066,153

5 Restricted Securities

At April 30, 2012, the Portfolio owned the following securities (representing 0.3% of net assets) which were restricted as to public resale and not registered under the Securities Act of 1933 (excluding Rule 144A securities). The Portfolio has various registration rights (exercisable under a variety of circumstances) with respect to these securities. The value of these securities is determined based on valuations provided by brokers when available, or if not available, they are valued at fair value using methods determined in good faith by or at the direction of the Trustees.


	Date of
Description	Acquisition		Shares		Cost		Value


Stocks, Miscellaneous and Warrants
BLB Worldwide Holdings, Inc., Contingent Value Rights, Expires 11/5/17		11/22/10		8,520	$	149,100	$	48,990
HF Holdings, Inc.		10/27/09		3,400		182,613		16,558
Panolam Holdings Co.		12/30/09		6,997		3,844,852		11,405,810
Peninsula Gaming, LLC, Convertible Preferred Membership Interests, Expires 7/1/16		7/8/99		6,338		0		939,832
Reader’s Digest Association, Inc. (The), Expires 2/14/19		4/26/10		33,105		0		0



Total Restricted Securities					$	4,176,565	$	12,411,190

6 Financial Instruments

The Portfolio may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include swap contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. The

Boston Income Portfolio

April 30, 2012

Notes to Financial Statements (Unaudited) — continued

notional or contractual amounts of these instruments represent the investment the Portfolio has in particular classes of financial instruments and do not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered.

A summary of obligations under these financial instruments at April 30, 2012 is as follows:


Credit Default Swaps — Sell Protection
			Notional		Receive								Upfront			Net Unrealized
	Reference	Credit	Amount**		Annual			Termination		Market			Payments			Appreciation
Counterparty	Entity	Rating*	(000’s omitted)		Fixed Rate			Date		Value			Received (Paid)			(Depreciation)


Bank of America NA	Amkor Technology, Inc.	Ba3/BB	$	3,850		5.00	%⁽¹⁾		6/20/15	$	152,473		$	107,286		$	259,759
Bank of America NA	Ford Motor Co.	Ba2/BB+		5,000		5.00	⁽¹⁾		3/20/17		588,676			(150,970	)		437,706
Citibank NA	Meritor, Inc.	B3/B-		8,255		5.00	⁽¹⁾		6/20/15		(382,020	)		349,312			(32,708	)
Citibank NA	Meritor, Inc.	B3/B-		4,130		5.00	⁽¹⁾		6/20/17		(567,746	)		668,985			101,239
Credit Suisse International	Ford Motor Co.	Ba2/BB+		4,000		5.00	⁽¹⁾		12/20/16		463,876			(7,483	)		456,393
Deutsche Bank	Ford Motor Co.	Ba2/BB+		3,900		5.00	⁽¹⁾		9/20/16		445,164			(150,788	)		294,376
Deutsche Bank	Ford Motor Co.	Ba2/BB+		3,900		5.00	⁽¹⁾		9/20/16		445,164			(269,864	)		175,300
Deutsche Bank	Ford Motor Co.	Ba2/BB+		7,900		5.00	⁽¹⁾		12/20/16		916,155			(370,936	)		545,219
Goldman Sachs International	Ford Motor Co.	Ba2/BB+		3,900		5.00	⁽¹⁾		9/20/16		445,165			(174,635	)		270,530
Goldman Sachs International	Ford Motor Co.	Ba2/BB+		7,900		5.00	⁽¹⁾		12/20/16		916,155			(274,785	)		641,370



										$	3,423,062		$	(273,878	)	$	3,149,184

Credit Default Swaps — Buy Protection

Notional

Pay

Upfront

Reference

Amount

Annual

Termination

Market

Payments

Net Unrealized

Counterparty

Entity

(000’s omitted)

Fixed Rate

Date

Value

Paid

Depreciation

Deutsche Bank

Markit CDX North
America High Yield Index

30,000

5.00

%⁽¹⁾

6/20/17

818,965

(1,427,767

)

(608,802

)

818,965

(1,427,767

)

(608,802

)


*	Credit ratings are those of Moody’s Investors Service, Inc. and Standard & Poor’s Corp. The credit rating of the reference debt obligation (together with the unrealized appreciation or depreciation on the swap) are a representative measure of the current payment/performance risk of the credit default swap. A lower credit rating increases the probability of the occurrence of a credit event.
**	If the Portfolio is the seller of credit protection, the notional amount is the maximum potential amount of future payments the Portfolio could be required to make if a credit event, as defined in the credit default swap agreement, were to occur. At April 30, 2012, such maximum potential amount for all open credit default swaps in which the Portfolio is the seller was $52,735,000.
⁽¹⁾	Upfront payment is exchanged with the counterparty as a result of the standardized trading coupon.

At April 30, 2012, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

The Portfolio is subject to credit risk in the normal course of pursuing its investment objectives. The Portfolio enters into credit default swap contracts to manage its credit risk, to gain exposure to a credit in which it may otherwise invest, or to enhance return.

The Portfolio enters into swap contracts that may contain provisions whereby the counterparty may terminate the contract under certain conditions, including but not limited to a decline in the Portfolio’s net assets below a certain level over a certain period of time, which would trigger a payment by the Portfolio for those swaps in a liability position. At April 30, 2012, the fair value of derivatives with credit-related contingent features in a net liability position was $641,510.

The non-exchange traded derivatives in which the Portfolio invests, including swap contracts, are subject to the risk that the counterparty to the contract fails to perform its obligations under the contract. At April 30, 2012, the maximum amount of loss the Portfolio would incur due to counterparty risk was $3,181,892, with the highest amount from any one counterparty being $1,014,895. Such maximum amount would be reduced by any unamortized upfront payments received by the Portfolio. Such amounts would be increased by any unamortized upfront payments made by the Portfolio. To mitigate

Boston Income Portfolio

April 30, 2012

Notes to Financial Statements (Unaudited) — continued

this risk, the Portfolio has entered into master netting agreements with substantially all its derivative counterparties, which allows it and a counterparty to aggregate amounts owed by each of them for derivative transactions under the agreement into a single net amount payable by either the Portfolio or the counterparty. At April 30, 2012, the maximum amount of loss the Portfolio would incur due to counterparty risk would be reduced by approximately $641,510 due to master netting agreements. Counterparties may be required to pledge collateral in the form of cash, U.S. Government securities or highly-rated bonds for the benefit of the Portfolio if the net amount due from the counterparty with respect to a derivative contract exceeds a certain threshold. The amount of collateral posted by the counterparties with respect to such contracts would also reduce the amount of any loss incurred.

The fair value of open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) and whose primary underlying risk exposure is credit risk at April 30, 2012 was as follows:


	Fair Value
Derivative	Asset Derivative			Liability Derivative


Credit default swap contracts	$	5,191,793	⁽¹⁾	$	(949,766	)⁽²⁾


⁽¹⁾		Statement of Assets and Liabilities location: Receivable for open swap contracts; Premium paid/received on open swap contracts.
⁽²⁾		Statement of Assets and Liabilities location: Payable for open swap contracts; Premium paid/received on open swap contracts.

The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations and whose primary underlying risk exposure is credit risk for the six months ended April 30, 2012 was as follows:


	Realized Gain (Loss)			Change in Unrealized
	on Derivatives Recognized			Appreciation (Depreciation) on
Derivative	in Income			Derivatives Recognized in Income


Credit default swap contracts	$	588,100	⁽¹⁾	$	3,278,747	⁽²⁾


⁽¹⁾		Statement of Operations location: Net realized gain (loss) – Swap contracts.
⁽²⁾		Statement of Operations location: Change in unrealized appreciation (depreciation) – Swap contracts.

The average notional amount of credit default swap contracts outstanding during the six months ended April 30, 2012, which is indicative of the volume of this derivative type, was approximately $55,484,000.

7 Line of Credit

The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $600 million unsecured line of credit agreement with a group of banks. Borrowings are made by the Portfolio solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the Portfolio based on its borrowings at an amount above either the Eurodollar rate or Federal Funds rate. In addition, a fee computed at an annual rate of 0.08% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. Because the line of credit is not available exclusively to the Portfolio, it may be unable to borrow some or all of its requested amounts at any particular time. The Portfolio did not have any significant borrowings or allocated fees during the six months ended April 30, 2012.

8 Credit Risk

The Portfolio regularly invests in lower rated and comparable quality unrated high yield securities. These investments have different risks than investments in debt securities rated investment grade and held by the Portfolio. Risk of loss upon default by the borrower is significantly greater with respect to such debt than with other debt securities because these securities are generally unsecured and are more sensitive to adverse economic conditions, such as recession or increasing interest rates, than are investment grade issuers.

9 Fair Value Measurements

Under generally accepted accounting principles for fair value measurements, a three-tier hierarchy to prioritize the assumptions, referred to as inputs, is used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.


•	Level 1 – quoted prices in active markets for identical investments

•	Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•	Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)

Boston Income Portfolio

April 30, 2012

Notes to Financial Statements (Unaudited) — continued

In cases where the inputs used to measure fair value fall in different levels of the fair value hierarchy, the level disclosed is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

At April 30, 2012, the hierarchy of inputs used in valuing the Portfolio’s investments and open derivative instruments, which are carried at value, were as follows:


Asset Description	Level 1		Level 2			Level 3		Total


Corporate Bonds & Notes	$	—	$	3,537,766,890		$	4,519,829	$	3,542,286,719
Senior Floating-Rate Interests		—		245,579,660			—		245,579,660
Convertible Bonds		—		11,651,800			—		11,651,800
Common Stocks		5,031,260		70,297			11,422,368		16,523,925
Convertible Preferred Stocks		6,295,249		—			—		6,295,249
Preferred Stocks		10,836,537		—			—		10,836,537
Miscellaneous		—		244,310			203,403		447,713
Warrants		—		748,910			939,832		1,688,742
Short-Term Investments		—		381,521,404			—		381,521,404



Total Investments	$	22,163,046	$	4,177,583,271		$	17,085,432	$	4,216,831,749



Credit Default Swaps	$	—	$	5,191,793		$	—	$	5,191,793



Total	$	22,163,046	$	4,182,775,064		$	17,085,432	$	4,222,023,542




Liability Description



Credit Default Swaps	$	—	$	(949,766	)	$	—	$	(949,766	)



Total	$	—	$	(949,766	)	$	—	$	(949,766	)

The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:


	Investments
	in Corporate			Investments
	Bonds &			in Common			Investments			Investments
	Notes			Stocks			in Miscellaneous			in Warrants		Total


Balance as of October 31, 2011	$	4,936,230		$	17,358,339		$	203,402		$	576,867	$	23,074,838
Realized gains (losses)		10,471			13,863,610			—			—		13,874,081
Change in net unrealized appreciation (depreciation)*		342,207			(3,978,861	)		(88,912	)		362,965		(3,362,601	)
Cost of purchases⁽¹⁾		—			—			—			—		—
Proceeds from sales⁽¹⁾		(765,320	)		(15,820,720	)		—			—		(16,586,040	)
Accrued discount (premium)		(3,759	)		—			—			—		(3,759	)
Transfers to Level 3**		—			—			88,913			—		88,913
Transfers from Level 3**		—			—			—			—		—



Balance as of April 30, 2012	$	4,519,829		$	11,422,368		$	203,403		$	939,832	$	17,085,432



Change in net unrealized appreciation (depreciation) on investments still held as of April 30, 2012*	$	22,453		$	5,430,092		$	(88,912	)	$	362,965	$	5,726,598


*	Amount is included in the related amount on investments in the Statement of Operations.
**	Transfers are reflected at the value of the securities at the beginning of the period. Transfers from Level 2 to Level 3 were due to a reduction in the availability of significant observable inputs in determining the fair value of these investments.
⁽¹⁾	Cost of purchases may include securities received in corporate actions; proceeds from sales may include securities delivered in corporate actions.

At April 30, 2012, the value of investments transferred between Level 1 and Level 2, if any, during the six months then ended was not significant.

Eaton Vance

Income Fund of Boston

April 30, 2012

Board of Trustees’ Contract Approval

Overview of the Contract Review Process

The Investment Company Act of 1940, as amended (the “1940 Act”), provides, in substance, that each investment advisory agreement between a fund and its investment adviser will continue in effect from year to year only if its continuation is approved at least annually by the fund’s board of trustees, including by a vote of a majority of the trustees who are not “interested persons” of the fund (“Independent Trustees”), cast in person at a meeting called for the purpose of considering such approval.

At a meeting of the Boards of Trustees (each a “Board”) of the Eaton Vance group of mutual funds (the “Eaton Vance Funds”) held on April 23, 2012, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board, which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished by each adviser to the Eaton Vance Funds (including information specifically requested by the Board) for a series of meetings of the Contract Review Committee held between February and April 2012, as well as information considered during prior meetings of the committee. Such information included, among other things, the following:

Information about Fees, Performance and Expenses


	•	An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;
	•	An independent report comparing each fund’s total expense ratio and its components to comparable funds;
	•	An independent report comparing the investment performance of each fund (including, where relevant, yield data, Sharpe ratios and information ratios) to the investment performance of comparable funds over various time periods;
	•	Data regarding investment performance in comparison to benchmark indices and customized peer groups, in each case as approved by the Board with respect to the funds;
	•	For each fund, comparative information concerning the fees charged and the services provided by each adviser in managing other accounts (including mutual funds, other collective investment funds and institutional accounts) using investment strategies and techniques similar to those used in managing such fund;
	•	Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management and Trading


	•	Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;
	•	Information about the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through client commission arrangements and the fund’s policies with respect to “soft dollar” arrangements;
	•	Data relating to portfolio turnover rates of each fund;
	•	The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;
	•	Information about each adviser’s processes for monitoring best execution of portfolio transactions, and other policies and practices of each adviser with respect to trading;

Information about each Adviser


	•	Reports detailing the financial results and condition of each adviser;
	•	Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;
	•	Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;
	•	Copies of or descriptions of each adviser’s policies and procedures relating to proxy voting, the handling of corporate actions and class actions;
	•	Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;
	•	Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;
	•	A description of Eaton Vance Management’s procedures for overseeing third party advisers and sub-advisers, including with respect to regulatory and compliance issues, investment management and other matters;

Other Relevant Information


	•	Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;

Eaton Vance

Income Fund of Boston

April 30, 2012

Board of Trustees’ Contract Approval — continued

• Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and

• The terms of each advisory agreement.

In addition to the information identified above, the Contract Review Committee considered information provided from time to time by each adviser throughout the year at meetings of the Board and its committees. Over the course of the twelve-month period ended April 30, 2012, with respect to one or more funds, the Board met ten times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met ten, nineteen, seven, eight and fourteen times respectively. At such meetings, the Trustees participated in investment and performance reviews with the portfolio managers and other investment professionals of each adviser relating to each fund. The Board and its Committees considered the investment and trading strategies used in pursuing each fund’s investment objective, including, where relevant, the use of derivative instruments, as well as risk management techniques. The Board and its Committees also evaluated issues pertaining to industry and regulatory developments, compliance procedures, fund governance and other issues with respect to the funds, and received and participated in reports and presentations provided by Eaton Vance Management and other fund advisers with respect to such matters.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the fund’s investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.

The Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuation of the investment advisory agreement of Boston Income Portfolio (the “Portfolio”), the portfolio in which Eaton Vance Income Fund of Boston (the “Fund”) invests, with Boston Management and Research (the “Adviser”), including its fee structure, is in the interests of shareholders and, therefore, the Contract Review Committee recommended to the Board approval of the agreement. The Board accepted the recommendation of the Contract Review Committee as well as the factors considered and conclusions reached by the Contract Review Committee with respect to the agreement. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve continuation of the investment advisory agreement for the Portfolio.

Nature, Extent and Quality of Services

In considering whether to approve the investment advisory agreement of the Portfolio, the Board evaluated the nature, extent and quality of services provided to the Portfolio by the Adviser.

The Board considered the Adviser’s management capabilities and investment process with respect to the types of investments held by the Portfolio, including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Portfolio. In particular, the Board considered the abilities and experience of such investment personnel in analyzing special considerations relevant to investing in high-yield debt. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation methods of the Adviser to recruit and retain investment personnel, and the time and attention devoted to the Portfolio by senior management.

The Board reviewed the compliance programs of the Adviser and relevant affiliates thereof. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the Adviser and its affiliates to requests in recent years from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

The Board considered shareholder and other administrative services provided or managed by Eaton Vance Management and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large family of funds, including the ability, in many cases, to exchange an investment among different funds without incurring additional sales charges.

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory agreement.

Eaton Vance

Income Fund of Boston

April 30, 2012

Board of Trustees’ Contract Approval — continued

Fund Performance

The Board compared the Fund’s investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one-, three-, five- and ten-year periods ended September 30, 2011 for the Fund. The Board concluded that the performance of the Fund was satisfactory.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates payable by the Portfolio and by the Fund (referred to as “management fees”). As part of its review, the Board considered the management fees and the Fund’s total expense ratio for the year ended September 30, 2011, as compared to a group of similarly managed funds selected by an independent data provider. The Board also considered factors that had an impact on Fund expense ratios, as identified by management in response to inquiries from the Contract Review Committee, as well as actions taken by management in recent years to reduce expenses at the Eaton Vance fund complex level, including the negotiation of reduced fees for transfer agency and custody services.

After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser, the Board concluded that the management fees charged for advisory and related services are reasonable.

Profitability

The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof in providing investment advisory and administrative services to the Fund, to the Portfolio and to all Eaton Vance Funds as a group. The Board considered the level of profits realized without regard to revenue sharing or other payments by the Adviser and its affiliates to third parties in respect of distribution services. The Board also considered other direct or indirect benefits received by the Adviser and its affiliates in connection with their relationships with the Fund and the Portfolio, including the benefits of research services that may be available to the Adviser as a result of securities transactions effected for the Portfolio and other investment advisory clients.

The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by the Adviser and its affiliates are reasonable.

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund and the Portfolio, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund and the Portfolio increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board reviewed data summarizing the increases and decreases in the assets of the Fund and of all Eaton Vance Funds as a group over various time periods, and evaluated the extent to which the total expense ratio of the Fund and the profitability of the Adviser and its affiliates may have been affected by such increases or decreases. Based upon the foregoing, the Board concluded that the Fund currently shares in the benefits from economies of scale. The Board also concluded that, assuming reasonably foreseeable increases in the assets of the Fund and the Portfolio, the structure of the advisory fee, which includes breakpoints at several asset levels, will allow the Fund and the Portfolio to continue to benefit from economies of scale in the future.

Eaton Vance

Income Fund of Boston

April 30, 2012

IMPORTANT NOTICES

Privacy. The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy (“Privacy Policy”) with respect to nonpublic personal information about its customers:


•	Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions.

•	None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). In the normal course of servicing a customer’s account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker/dealers.

•	Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

•	We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Privacy Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Eaton Vance Distributors, Inc., Eaton Vance Trust Company, Eaton Vance Management’s Real Estate Investment Group and Boston Management and Research. In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial advisor/ broker-dealer, it is likely that only such advisor’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures. For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents. The Securities and Exchange Commission (SEC) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders. Eaton Vance, or your financial advisor, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial advisor, otherwise. If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial advisor. Your instructions that householding not apply to delivery of your Eaton Vance documents will be effective within 30 days of receipt by Eaton Vance or your financial advisor.

Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC’s public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).

Proxy Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds’ and Portfolios’ Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge, upon request, by calling 1-800-262-1122 and by accessing the SEC’s website at www.sec.gov.

Item 2. Code of Ethics

Not required in this filing.

Item 3. Audit Committee Financial Expert

The registrant’s Board has designated William H. Park, an independent trustee, as its audit committee financial expert. Mr. Park is a certified public accountant who is a consultant and private investor. Previously, he served as the Chief Financial Officer of Aveon Group, L.P. (an investment management firm), as the Vice Chairman of Commercial Industrial Finance Corp. (specialty finance company), as President and Chief Executive Officer of Prizm Capital Management, LLC (investment management firm), as Executive Vice President and Chief Financial Officer of United Asset Management Corporation (an institutional investment management firm) and as a Senior Manager at Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm).

Item 4. Principal Accountant Fees and Services

Not required in this filing.

Item 5. Audit Committee of Listed Registrants

Not required in this filing.

Item 6. Schedule of Investments

Please see schedule of investments contained in the Report to Stockholders included under Item 1 of this Form N-CSR.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

No Material Changes.

Item 11. Controls and Procedures

(a) It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.

(b) There have been no changes in the registrant’s internal controls over financial reporting during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.


Assets	April 30, 2012

Unaffiliated investments, at value (identified cost, $3,699,568,463)	$	3,835,310,345
Affiliated investment, at value (identified cost, $381,521,404)		381,521,404
Cash		1,494,409
Interest and dividends receivable		77,239,436
Interest receivable from affiliated investment		29,417
Receivable for investments sold		33,179,770
Receivable for open swap contracts		3,181,892
Premium paid on open swap contracts		2,827,228
Miscellaneous receivable		447,700


Total assets	$	4,335,231,601





Liabilities

Payable for investments purchased	$	77,289,196
Payable for open swap contracts		641,510
Premium received on open swap contracts		1,125,583
Payable to affiliates:
Investment adviser fee		2,081,903
Trustees’ fees		5,668
Accrued expenses		179,919


Total liabilities	$	81,323,779


Net Assets applicable to investors’ interest in Portfolio	$	4,253,907,822





Sources of Net Assets

Investors’ capital	$	4,115,625,558
Net unrealized appreciation		138,282,264


Total	$	4,253,907,822


	Six Months Ended
Investment Income	April 30, 2012

Interest and other income	$	139,224,227
Dividends		833,295
Interest allocated from affiliated investment		150,567
Expenses allocated from affiliated investment		(24,497	)


Total investment income	$	140,183,592





Expenses

Investment adviser fee	$	11,217,929
Trustees’ fees and expenses		35,460
Custodian fee		286,120
Legal and accounting services		54,938
Miscellaneous		45,756


Total expenses	$	11,640,203


Deduct —
Reduction of custodian fee	$	67


Total expense reductions	$	67



Net expenses	$	11,640,136



Net investment income	$	128,543,456





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	(613,377	)
Investment transactions allocated from affiliated investment		2,866
Swap contracts		588,100


Net realized loss	$	(22,411	)


Change in unrealized appreciation (depreciation) —
Investments	$	98,896,148
Swap contracts		3,278,747


Net change in unrealized appreciation (depreciation)	$	102,174,895



Net realized and unrealized gain	$	102,152,484



Net increase in net assets from operations	$	230,695,940


	Six Months Ended
	April 30, 2012			Year Ended
Increase (Decrease) in Net Assets	(Unaudited)			October 31, 2011

From operations —
Net investment income	$	128,543,456		$	241,506,880
Net realized gain (loss) from investment transactions and swap contracts		(22,411	)		8,981,427
Net change in unrealized appreciation (depreciation) from investments and swap contracts		102,174,895			(83,181,528	)


Net increase in net assets from operations	$	230,695,940		$	167,306,779


Capital transactions —
Contributions	$	840,738,810		$	558,169,118
Withdrawals		(114,076,775	)		(339,071,897	)


Net increase in net assets from capital transactions	$	726,662,035		$	219,097,221



Net increase in net assets	$	957,357,975		$	386,404,000





Net Assets

At beginning of period	$	3,296,549,847		$	2,910,145,847


At end of period	$	4,253,907,822		$	3,296,549,847


	Six Months Ended			Year Ended October 31,
	April 30, 2012
Ratios/Supplemental Data	(Unaudited)			2011			2010			2009			2008			2007

Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		0.62	%⁽²⁾		0.63	%		0.64	%		0.65	%		0.65	%		0.62	%
Net investment income		6.89	%⁽²⁾		7.60	%		8.67	%		10.52	%		8.92	%		7.91	%
Portfolio Turnover		33	%⁽³⁾		70	%		75	%		74	%		54	%		84	%


Total Return		6.11	%⁽³⁾		6.01	%		18.44	%		40.41	%		(25.45	)%		6.65	%



Net assets, end of period (000’s omitted)	$	4,253,908		$	3,296,550		$	2,910,146		$	2,396,886		$	1,531,339		$	2,038,478


(a)(1)		Registrant’s Code of Ethics – Not applicable (please see Item 2).

(a)(2)(i)		Treasurer’s Section 302 certification.

(a)(2)(ii)		President’s Section 302 certification.

(b)		Combined Section 906 certification.


Corporate Bonds & Notes — 83.3%

	Principal
	Amount
Security	(000’s omitted)		Value



Aerospace — 0.9%

Alliant Techsystems, Inc., Sr. Sub. Notes, 6.875%, 9/15/20	$	2,335	$	2,510,125
Huntington Ingalls Industries, Inc., Sr. Notes, 6.875%, 3/15/18		2,925		3,107,812
Huntington Ingalls Industries, Inc., Sr. Notes, 7.125%, 3/15/21		7,245		7,706,869
TransDigm, Inc., Sr. Sub. Notes, 7.75%, 12/15/18		24,600		26,937,000


			$	40,261,806




Automotive & Auto Parts — 3.3%

Affinia Group, Inc., Sr. Notes, 10.75%, 8/15/16⁽¹⁾	$	6,600	$	7,251,750
Affinia Group, Inc., Sr. Sub. Notes, 9.00%, 11/30/14		875		885,938
Allison Transmission, Inc., Sr. Notes, 7.125%, 5/15/19⁽¹⁾		3,715		3,910,037
American Axle & Manufacturing, Inc., Sr. Notes, 5.25%, 2/11/14		500		520,000
American Axle & Manufacturing, Inc., Sr. Notes, 9.25%, 1/15/17⁽¹⁾		11,128		12,435,540
Chrysler Group, LLC, 8.25%, 6/15/21		11,460		11,918,400
Ford Motor Credit Co., LLC, Sr. Notes, 5.75%, 2/1/21		8,340		9,399,464
Ford Motor Credit Co., LLC, Sr. Notes, 5.875%, 8/2/21		7,155		8,095,754
Ford Motor Credit Co., LLC, Sr. Notes, 8.00%, 12/15/16		16,305		19,512,927
Ford Motor Credit Co., LLC, Sr. Notes, 8.125%, 1/15/20		4,565		5,795,299
Ford Motor Credit Co., LLC, Sr. Notes, 12.00%, 5/15/15		4,785		6,064,987
General Motors Financial Co., Inc., Sr. Notes, 6.75%, 6/1/18		4,760		5,074,598
Meritor, Inc., Sr. Notes, 8.125%, 9/15/15		7,040		7,506,400
Meritor, Inc., Sr. Notes, 10.625%, 3/15/18		8,955		9,772,144
Navistar International Corp., Sr. Notes, 8.25%, 11/1/21		6,637		7,201,145
Tomkins, LLC/Tomkins, Inc., 9.00%, 10/1/18		6,796		7,594,530
Tower Automotive Holdings USA, LLC/TA Holding Finance, Inc., Sr. Notes, 10.625%, 9/1/17⁽¹⁾		9,217		9,942,839
UCI International, Inc., Sr. Notes, 8.625%, 2/15/19		3,855		3,970,650
Visteon Corp., Sr. Notes, 6.75%, 4/15/19		2,395		2,478,825


			$	139,331,227




Banks and Thrifts — 1.6%

Ally Financial, Inc., Sr. Notes, 2.688%, 12/1/14⁽²⁾	$	3,405	$	3,232,489
Ally Financial, Inc., Sr. Notes, 5.50%, 2/15/17		16,320		16,693,467
Ally Financial, Inc., Sr. Notes, 6.25%, 12/1/17		13,360		14,100,932
Ally Financial, Inc., Sr. Notes, 8.00%, 11/1/31		24,230		27,864,500
Bank of America N.A., Sr. Sub. Notes, 5.30%, 3/15/17		6,505		6,790,179


			$	68,681,567




Broadcasting — 0.7%

AMC Networks, Inc., Sr. Notes, 7.75%, 7/15/21⁽¹⁾	$	3,920	$	4,400,200
Crown Media Holdings, Inc., Sr. Notes, 10.50%, 7/15/19		3,385		3,685,419
Cumulus Media Holdings, Inc., Sr. Notes, 7.75%, 5/1/19		4,785		4,551,731
XM Satellite Radio Holdings, Inc., Sr. Notes, 13.00%, 8/1/14⁽¹⁾		15,340		17,430,075


			$	30,067,425




Building Materials — 0.4%

Building Materials Corp. of America, Sr. Notes, 6.75%, 5/1/21⁽¹⁾	$	14,025	$	14,638,594
Interface, Inc., Sr. Notes, 7.625%, 12/1/18		3,155		3,423,175


			$	18,061,769




Cable / Satellite TV — 2.6%

Cablevision Systems Corp., Sr. Notes, 7.75%, 4/15/18	$	7,985	$	8,523,987
Cablevision Systems Corp., Sr. Notes, 8.625%, 9/15/17		6,995		7,711,987
CCO Holdings, LLC/CCO Capital Corp., Sr. Notes, 6.50%, 4/30/21		1,490		1,564,500
CCO Holdings, LLC/CCO Capital Corp., Sr. Notes, 7.00%, 1/15/19		1,510		1,623,250
CCO Holdings, LLC/CCO Capital Corp., Sr. Notes, 7.25%, 10/30/17		4,455		4,867,088
CCO Holdings, LLC/CCO Capital Corp., Sr. Notes, 7.375%, 6/1/20		12,875		14,114,219
CCO Holdings, LLC/CCO Capital Corp., Sr. Notes, 7.875%, 4/30/18		5,005		5,442,938
CCO Holdings, LLC/CCO Capital Corp., Sr. Notes, 8.125%, 4/30/20		940		1,057,500
CSC Holdings, LLC, Sr. Notes, 6.75%, 11/15/21⁽¹⁾		9,825		10,242,562
DISH DBS Corp., Sr. Notes, 6.75%, 6/1/21		18,475		20,322,500
Mediacom Broadband Corp., Sr. Notes, 8.50%, 10/15/15		11,240		11,633,400


	Principal
	Amount
Borrower/Tranche Description	(000’s omitted)		Value


Consumer Products — 0.6%

AMSCAN Holdings, Inc., Term Loan, 6.75%, Maturing 12/4/17	$	13,298	$	13,380,610
Revlon Consumer Products Corp., Term Loan, 4.75%, Maturing 11/17/17		13,037		13,063,550


			$	26,444,160




Diversified Financial Services — 0.6%

Asurion LLC, Term Loan - Second Lien, 9.00%, Maturing 5/24/19	$	14,447	$	14,715,916
Nuveen Investments, Inc., Term Loan - Second Lien, 8.25%, Maturing 2/28/19		11,300		11,639,000


			$	26,354,916




Food / Beverage / Tobacco — 0.3%

Del Monte Foods Co., Term Loan, 4.50%, Maturing 3/8/18	$	11,811	$	11,744,314
U.S. Foodservice, Inc., Term Loan, 2.74%, Maturing 7/3/14		1,969		1,939,867


			$	13,684,181




Gaming — 0.1%

Cannery Casino Resorts, LLC, Term Loan - Second Lien, 4.49%, Maturing 5/16/14	$	3,220	$	2,994,600


			$	2,994,600




Health Care — 0.3%

Aptalis Pharma, Inc., Term Loan, 5.50%, Maturing 2/10/17	$	13,156	$	13,045,250


			$	13,045,250




Insurance — 0.1%

Hub International Limited, Term Loan, 6.75%, Maturing 6/13/14	$	4,851	$	4,894,924


			$	4,894,924




Retail-Food and Drug — 0.1%

Claire’s Stores, Inc., Term Loan, Maturing 5/29/14⁽⁷⁾	$	5,600	$	5,340,989


			$	5,340,989




Services — 1.0%

Brickman Group Holdings Inc., Term Loan, 7.25%, Maturing 10/14/16	$	2,873	$	2,906,826
Education Management, LLC, Term Loan, 4.50%, Maturing 6/1/16		7,843		7,251,768
Lonestar Intermediate Super Holdings, LLC, Term Loan, 11.00%, Maturing 9/2/19		30,600		31,525,650


			$	41,684,244




Super Retail — 0.3%

Academy, Ltd., Term Loan, 6.00%, Maturing 8/3/18	$	6,833	$	6,910,257
Burlington Coat Factory Warehouse Corporation, Term Loan, 6.25%, Maturing 2/23/17		4,932		4,965,901


			$	11,876,158




Technology — 0.1%

First Data Corp., Term Loan, 2.99%, Maturing 9/24/14	$	5,632	$	5,397,325


			$	5,397,325




Transportation Ex Air / Rail — 0.2%

CEVA Group PLC, Term Loan, 5.47%, Maturing 8/31/16	$	1,774	$	1,676,596
CEVA Group PLC, Term Loan, 5.47%, Maturing 8/31/16		3,890		3,675,760
CEVA Group PLC, Term Loan, 5.47%, Maturing 8/31/16		1,991		1,881,414


			$	7,233,770




Utilities — 0.3%

Texas Competitive Electric Holdings Co., LLC, Term Loan, 3.74%, Maturing 10/10/14	$	16,810	$	9,662,585


			$	9,662,585



Total Senior Floating-Rate Interests
(identified cost $247,292,972)			$	245,579,660




Convertible Bonds — 0.3%

	Principal
	Amount
Security	(000’s omitted)		Value



Automotive & Auto Parts — 0.3%

Ford Motor Co., 4.25%, 11/15/16	$	7,820	$	11,651,800


			$	11,651,800



Total Convertible Bonds
(identified cost $13,515,887)			$	11,651,800


Common Stocks — 0.4%

Security	Shares		Value


Building Materials — 0.3%

Panolam Holdings Co.^(5)(8)(9)		6,997	$	11,405,810


			$	11,405,810




Consumer Products — 0.0%⁽¹⁰⁾

HF Holdings, Inc.^(5)(8)(9)		3,400	$	16,558


			$	16,558




Energy — 0.0%⁽¹⁰⁾

SemGroup Corp.⁽⁹⁾		26,457	$	841,333


			$	841,333




Gaming — 0.0%⁽¹⁰⁾

Greektown Superholdings, Inc.⁽⁹⁾		1,365	$	70,297


			$	70,297




Super Retail — 0.1%

GNC Holdings, Inc., Class A		107,269	$	4,189,927


			$	4,189,927



Total Common Stocks
(identified cost $5,562,086)			$	16,523,925




Convertible Preferred Stocks — 0.1%

Security	Shares		Value



Automotive & Auto Parts — 0.0%⁽¹⁰⁾

Goodyear Tire & Rubber Co. (The), 5.875%		50,000	$	2,076,000


			$	2,076,000




Energy — 0.1%

Chesapeake Energy Corp., 4.50%		52,348	$	4,219,249


			$	4,219,249



Total Convertible Preferred Stocks
(identified cost $7,717,814)			$	6,295,249




Preferred Stocks — 0.2%

Security	Shares		Value



Banks and Thrifts — 0.2%

GMAC Capital Trust I, 8.125%		452,465	$	10,836,537


			$	10,836,537



Total Preferred Stocks
(identified cost $11,410,043)			$	10,836,537




Miscellaneous — 0.0%⁽¹⁰⁾

Security	Shares		Value



Cable / Satellite TV — 0.0%⁽¹⁰⁾

Adelphia, Inc., Escrow Certificate⁽⁹⁾		10,260,000	$	76,437
Adelphia, Inc., Escrow Certificate⁽⁹⁾		5,085,000		37,883
Adelphia Recovery Trust⁽⁵⁾⁽⁹⁾		14,818,854		0


			$	114,320




Gaming — 0.0%⁽¹⁰⁾

BLB Worldwide Holdings, Inc., Contingent Value Rights, Expires 11/5/17⁽⁸⁾⁽⁹⁾		8,520	$	48,990


			$	48,990




Health Care — 0.0%⁽¹⁰⁾

US Oncology, Inc., Escrow Certificate⁽⁹⁾		4,050,000	$	81,000


			$	81,000




Services — 0.0%⁽¹⁰⁾

NCS Acquisition Corp., Escrow Certificate⁽⁵⁾⁽⁹⁾		2,950,000	$	203,403


			$	203,403



Total Miscellaneous
(identified cost $13,913,678)			$	447,713




Warrants — 0.0%⁽¹⁰⁾

Security	Shares		Value



Energy — 0.0%⁽¹⁰⁾

SemGroup Corp., Expires 11/30/14⁽⁹⁾		27,849	$	247,160


			$	247,160


⁽¹⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽²⁾		Annualized.
⁽³⁾		Not annualized.


	•	Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and
	•	The terms of each advisory agreement.


Officers of Eaton Vance Income Fund of Boston


Michael W. Weilheimer President Duncan W. Richardson Vice President Barbara E. Campbell Treasurer		Maureen A. Gemma Vice President, Secretary and Chief Legal Officer Paul M. O’Neil Chief Compliance Officer


Officers of Boston Income Portfolio


Michael W. Weilheimer President Payson F. Swaffield Vice President Barbara E. Campbell Treasurer		Maureen A. Gemma Vice President, Secretary and Chief Legal Officer Paul M. O’Neil Chief Compliance Officer


Trustees of Eaton Vance Income Fund of Boston and Boston Income Portfolio


Ralph F. Verni Chairman Scott E. Eston Benjamin C. Esty Thomas E. Faust Jr.* Allen R. Freedman		William H. Park Ronald A. Pearlman Helen Frame Peters Lynn A. Stout Harriett Tee Taggart


*		Interested Trustee