Eaton Vance Series Trust II

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, Boston Management and Research, and Eaton Vance Distributors, Inc. 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 adviser/ broker-dealer, it is likely that only such adviser’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 (the “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 adviser, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial adviser, 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 adviser. 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 adviser.

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. This description is also available on the SEC’s website at www.sec.gov.

Eaton Vance Income Fund of Boston as of October 31, 2010

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Economic and Market Conditions

Michael W. Weilheimer, CFA
Co-Portfolio Manager

Thomas P. Huggins
Co-Portfolio Manager

•

The corporate high-yield bond market performed well for most of the 12-month period ending October 31, 2010. In spite of a small negative return during the April-June quarter, the high-yield market, as measured by the BofA Merrill Lynch U.S. High Yield Index (the Index), produced a strong showing for the year, as investors seemed to put aside fears about sovereign credit risk and a possible double-dip recession to purchase high-yield paper New-issue supply was up considerably, much of it coming in the form of refinancings, spurred on by narrowing yields.

•		Spreads on high-yield bonds (their incremental yield in excess of Treasury bonds of comparable maturity) narrowed by 170 basis points (1.70%) during the period, ending October at 593 basis points or 5.93% above Treasury yields. The average price of a bond within the Index finished at $102.56, with a 7.17% yield-to-worst, which indicates the lowest yield to any stated maturity or call date. Lower-quality paper again led the way, with CCC rated issues returning 21.03% for the period, while BB and B rated issues returned 19.16% and 16.41%, respectively.

•		Credit fundamentals continued to improve and corporate defaults to trend below normal for the year, with the speculative-grade default rate falling to 3.6% by period end, according to Moody’s Investors Service.

Management Discussion

•		The Fund¹ registered double-digit total returns for the fiscal year ending October 31, 2010, with its Class A and Class I share classes finishing ahead of the average return of the Fund’s peer group, the Lipper High Current Yield Funds Classification³, and its Class B, Class C and Class R shares lagging behind it. Despite their solid gains, the Fund’s share class returns all came up short of the Fund’s benchmark, the BofA Merrill Lynch U.S. High Yield Index (the Index).³

•		Among the highlights for the year was strong security selection among the Fund’s B and BB rated holdings. An overweighting in CCC bonds also was a benefit to the Fund’s performance versus the Index. From an industry perspective, security selection in automotive and auto parts, energy and technology all contributed to the Fund’s relative performance by outpacing comparable returns in the Index. An underweighting in utilities also proved beneficial to the Fund’s overall performance.

•		The Fund’s underperformance versus the Index was attributable to an underweighting in the strong-performing CC rated segment of the market, as well as


Total Return Performance
10/31/09–10/31/10

Class A²	17.98	%
Class B²	17.35
Class C²	17.34
Class I²	18.47
Class R²	17.69
BofA Merrill Lynch U.S. High Yield Index³	19.26
BofA Merrill Lynch U.S. High Yield Constrained Index³	19.05
Lipper High Current Yield Funds Average³	17.82

See page 3 for more performance information.


¹		The Fund currently invests in a separate registered investment company, Boston Income Portfolio, with the same objectives and policies as the Fund. References to investments are to the Portfolio’s holdings.

²		These returns do not include the 4.75% maximum sales charge for the Fund’s Class A shares or the applicable contingent deferred sales charges (CDSC) for Class B shares and Class C shares. If sales charges were deducted, the returns would be lower. Class I and Class R shares are offered at net asset value (NAV). During the period, Class A, Class I and Class R shares were subject to a 1% redemption fee if redeemed or exchanged within 90 days of settlement of purchase. Effective January 1, 2011, Class A, Class I and Class R shares will no longer be suject to a redemption fee.

³		It is not possible to invest directly in an Index or Lipper Classification. The Indices’ total returns do not reflect expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Indices. The Lipper average is the average total return, at NAV, of the funds that are in the same Lipper Classification as the Fund.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

Fund shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.

Eaton Vance Income Fund of Boston as of October 31, 2010

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

an overweighting in B-rated bonds, which did not perform as well in the early part of the period. The Fund was underweighted in segments of the financials sector that performed well during the period, and this, too, hindered its relative performance.

Portfolio Composition

Portfolio credit Quality Ratings ¹

By total investments


¹		As a percentage of the Portfolio’s total investments as of 10/31/10. Ratings are based on Moody’s, S&P or Fitch, as applicable. Credit ratings are based largely on the rating agency’s investment analysis at the time of rating and the rating assigned to any particular security is not necessarily a reflection of the issuer’s current financial condition. The rating assigned to a security by a rating agency does not necessarily reflect its assessment of the volatility of a security’s market value or of the liquidity of an investment in the security. If securities are rated differently by the rating agencies, the higher rating is applied.

The views expressed throughout this report are those of the portfolio managers and are current only through the end of the period of the report as stated on the cover. These views are subject to change at any time based upon market or other conditions, and the investment adviser disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund are based on many factors, may not be relied on as an indication of trading intent on behalf of any Eaton Vance fund. Portfolio information provided in the report may not be representative of the Portfolio’s current or future investments and may change due to active management.

Eaton Vance Income Fund of Boston as of October 31, 2010

FUND PERFORMANCE

The line graph and table set forth below provide information about the Fund’s performance. The line graph compares the performance of Class A of the Fund with that of the BofA Merrill Lynch U.S. High Yield Index, an unmanaged index of below investment grade U.S. dollar-denominated corporate bonds publicly issued in the U.S. domestic market and the BofA Merrill Lynch U.S. High Yield Constrained Index, whose constituents are capitalization-weighted, based on their current amount outstanding, provided the total allocation to an individual issuer does not exceed 2%. The lines on the graph represent the total returns of a hypothetical investment of $10,000 in each of Class A of the Fund, the BofA Merrill Lynch U.S. High Yield Index and the BofA Merrill Lynch U.S. High Yield Constrained Index. The table includes the total returns of each Class of the Fund at net asset value and maximum public offering price. The performance presented below does not reflect the deduction of taxes, if any, that a shareholder would pay on distributions or redemptions of Fund shares.


Performance¹	Class A			Class B			Class C			Class I			Class R
Class Share Symbol	EVIBX			EBIBX			ECIBX			EIBIX			ERIBX

Average Annual Total Returns (at net asset value)
One Year		17.98	%		17.35	%		17.34	%		18.47	%		17.69	%
Five Years		7.54			6.78			6.79			7.88			7.29
Ten Years		7.19			N.A.			N.A.			7.48			N.A.
Life of Fund ^†		9.05			8.44			8.50			6.58			7.05
SEC Average Annual Total Returns (including sales charge or applicable CDSC)

One Year		12.37	%		12.35	%		16.34	%		18.47	%		17.69	%
Five Years		6.51			6.50			6.79			7.88			7.29
Ten Years		6.67			N.A.			N.A.			7.48			N.A.
Life of Fund ^†		8.92			8.44			8.50			6.58			7.05


^†		Inception Dates — Class A: 6/15/72; Class B: 6/20/02; Class C: 6/21/02; Class I: 7/1/99; Class R: 1/5/04.

¹		Average Annual Total Returns do not include the 4.75% maximum sales charge for Class A shares or the applicable contingent deferred sales charges (CDSC) for Class B or Class C shares. If sales charges were deducted, the returns would be lower. Class I and Class R shares are offered at net asset value. SEC Average Annual Total Returns for Class A reflect the maximum 4.75% sales charge. SEC returns for Class B reflect applicable CDSC based on the following schedule: 5% – 1st and 2nd years; 4% – 3rd year; 3% – 4th year; 2% – 5th year; 1% – 6th year. SEC returns for Class C reflect a 1% CDSC for the first year. During the period, Class A, Class I and Class R shares were subject to a 1% redemption fee if redeemed or exchanged within 90 days of the settlement of the purchase. Effective January 1, 2011, Class A, Class I and Class R shares will no longer be subject to a redemption fee.


Total Annual
Operating Expenses²	Class A			Class B			Class C			Class I			Class R

Expense Ratio		1.11	%		1.86	%		1.86	%		0.86	%		1.36	%


²		Source: Prospectus dated 3/1/10.


*		Source: Lipper Inc. Class A of the Fund commenced operations on 6/15/72.

		A $10,000 hypothetical investment in Class B shares on 6/20/02 (commencement of operations), Class C shares on 6/21/02 (commencement of operations), Class I shares on 10/31/00 and Class R shares on 1/5/04 (commencement of operations) would have been valued at $19,707, $19,788, $20,574 and $15,923, respectively, on 10/31/10. It is not possible to invest directly in an Index. The Indices’ total returns do not reflect expenses that would have been incurred if an investor individually purchased or sold the securities in the Indices.

Eaton Vance Income Fund of Boston as of October 31, 2010

FUND EXPENSES

Example: As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2010 – October 31, 2010).

Actual Expenses: The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes: The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the actual Fund expense ratio and an assumed rate of return of 5% per year (before expenses), which is not the actual return of the Fund. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption fees (if applicable). Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would be higher.

Eaton Vance Income Fund of Boston


	Beginning Account Value		Ending Account Value		Expenses Paid During Period*
	(5/1/10)		(10/31/10)		(5/1/10 – 10/31/10)


Actual
Class A		$1,000.00		$1,068.20		$5.37
Class B		$1,000.00		$1,064.40		$9.26
Class C		$1,000.00		$1,064.30		$9.26
Class I		$1,000.00		$1,071.30		$4.07
Class R		$1,000.00		$1,066.90		$6.67





Hypothetical
(5% return per year before expenses)
Class A		$1,000.00		$1,020.00		$5.24
Class B		$1,000.00		$1,016.20		$9.05
Class C		$1,000.00		$1,016.20		$9.05
Class I		$1,000.00		$1,021.30		$3.97
Class R		$1,000.00		$1,018.80		$6.51


	*	Expenses are equal to the Fund’s annualized expense ratio of 1.03% for Class A shares, 1.78% for Class B shares, 1.78% for Class C shares, 0.78% for Class I shares and 1.28% for Class R shares, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on April 30, 2010. The Example reflects the expenses of both the Fund and the Portfolio.

Eaton Vance Income Fund of Boston as of October 31, 2010

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of October 31, 2010

Assets

Investment in Boston Income Portfolio, at value (identified cost, $2,502,415,474)	$	2,599,675,789
Receivable for Fund shares sold		10,165,475


Total assets	$	2,609,841,264



Liabilities

Payable for Fund shares redeemed	$	8,481,642
Distributions payable		3,941,032
Payable to affiliates:
Distribution and service fees		632,600
Trustees’ fees		42
Accrued expenses		637,455


Total liabilities	$	13,692,771


Net Assets	$	2,596,148,493



Sources of Net Assets

Paid-in capital	$	2,674,081,066
Accumulated net realized loss from Portfolio		(177,912,909	)
Accumulated undistributed net investment income		2,720,021
Net unrealized appreciation from Portfolio		97,260,315


Total	$	2,596,148,493



Class A Shares

Net Assets	$	1,494,894,456
Shares Outstanding		255,345,053
Net Asset Value and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	5.85
Maximum Offering Price Per Share
(100 ¸ 95.25 of net asset value per share)	$	6.14



Class B Shares

Net Assets	$	110,967,800
Shares Outstanding		18,940,149
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	5.86



Class C Shares

Net Assets	$	255,374,786
Shares Outstanding		43,568,958
Net Asset Value and Offering Price Per Share*
(net assets ¸ shares of beneficial interest outstanding)	$	5.86



Class I Shares

Net Assets	$	705,118,107
Shares Outstanding		120,421,421
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	5.86



Class R Shares

Net Assets	$	29,793,344
Shares Outstanding		5,088,745
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ¸ shares of beneficial interest outstanding)	$	5.85

On sales of $50,000 or more, the offering price of Class A shares is reduced.


*	Redemption price per share is equal to the net asset value less any applicable contingent deferred sales charge.

Statement of Operations


For the Year Ended
October 31, 2010

Investment Income

Interest and other income allocated from Portfolio	$	219,946,357
Dividends allocated from Portfolio		553,404
Miscellaneous income		48,781
Expenses allocated from Portfolio		(15,063,511	)


Total investment income	$	205,485,031





Expenses

Distribution and service fees
Class A	$	3,564,807
Class B		1,133,037
Class C		2,337,925
Class R		124,560
Trustees’ fees and expenses		500
Custodian fee		30,660
Transfer and dividend disbursing agent fees		2,943,141
Legal and accounting services		43,394
Printing and postage		418,811
Registration fees		205,016
Miscellaneous		19,096


Total expenses	$	10,820,947



Net investment income	$	194,664,084





Realized and Unrealized Gain (Loss) from Portfolio

Net realized gain (loss) —
Investment transactions	$	63,120,894
Swap contracts		1,801,405


Net realized gain	$	64,922,299


Change in unrealized appreciation (depreciation) —
Investments	$	135,368,075
Swap contracts		(470,213	)


Net change in unrealized appreciation (depreciation)	$	134,897,862



Net realized and unrealized gain	$	199,820,161



Net increase in net assets from operations	$	394,484,245

See notes to financial statements

Eaton Vance Income Fund of Boston as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets


Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2010			October 31, 2009

From operations —
Net investment income	$	194,664,084		$	174,738,604
Net realized gain (loss) from investment transactions and swap contracts		64,922,299			(72,039,806	)
Net change in unrealized appreciation (depreciation) from investments and swap contracts		134,897,862			532,612,008


Net increase in net assets from operations	$	394,484,245		$	635,310,806


Distributions to shareholders —
From net investment income
Class A	$	(125,067,590	)	$	(124,313,615	)
Class B		(9,136,135	)		(10,079,976	)
Class C		(18,794,565	)		(15,424,530	)
Class I		(50,388,733	)		(41,190,364	)
Class R		(2,121,084	)		(1,553,549	)


Total distributions to shareholders	$	(205,508,107	)	$	(192,562,034	)


Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	371,899,814		$	473,502,689
Class B		13,002,016			13,327,339
Class C		70,513,317			70,349,000
Class I		419,117,467			328,891,819
Class R		12,703,797			8,413,501
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		98,981,802			93,886,227
Class B		5,633,781			5,585,987
Class C		11,212,168			8,771,645
Class I		40,315,863			35,720,564
Class R		1,796,935			1,274,946
Cost of shares redeemed
Class A		(479,345,280	)		(410,211,808	)
Class B		(23,958,343	)		(22,951,041	)
Class C		(55,117,964	)		(35,903,628	)
Class I		(210,040,495	)		(289,423,498	)
Class R		(6,717,235	)		(4,757,506	)
Net asset value of shares exchanged
Class A		6,562,269			3,717,203
Class B		(6,562,269	)		(3,717,203	)
Redemption fees		66,782			20,247


Net increase in net assets from Fund share transactions	$	270,064,425		$	276,496,483



Net increase in net assets	$	459,040,563		$	719,245,255





	Year Ended			Year Ended
Net Assets	October 31, 2010			October 31, 2009

At beginning of year	$	2,137,107,930		$	1,417,862,675


At end of year	$	2,596,148,493		$	2,137,107,930





Accumulated undistributed net investment income included in net assets

At end of year	$	2,720,021		$	3,650,133

See notes to financial statements

Eaton Vance Income Fund of Boston as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class A

	Year Ended October 31,

	2010			2009			2008			2007			2006

Net asset value — Beginning of year	$	5.400		$	4.330		$	6.370		$	6.460		$	6.290





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.466		$	0.459		$	0.496		$	0.489		$	0.477
Net realized and unrealized gain (loss)		0.475			1.119			(2.033	)		(0.098	)		0.171


Total income (loss) from operations	$	0.941		$	1.578		$	(1.537	)	$	0.391		$	0.648





Less Distributions

From net investment income	$	(0.491	)	$	(0.508	)	$	(0.503	)	$	(0.481	)	$	(0.478	)


Total distributions	$	(0.491	)	$	(0.508	)	$	(0.503	)	$	(0.481	)	$	(0.478	)



Redemption fees⁽¹⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾



Net asset value — End of year	$	5.850		$	5.400		$	4.330		$	6.370		$	6.460



Total Return⁽³⁾		17.98	%		39.78	%		(25.77	)%		6.18	%		10.66	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	1,494,894		$	1,382,206		$	936,790		$	1,440,552		$	1,335,996
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.04	%		1.11	%		1.07	%		1.06	%		1.06	%
Net investment income		8.32	%		10.10	%		8.52	%		7.53	%		7.48	%
Portfolio Turnover of the Portfolio		75	%		74	%		54	%		84	%		68	%


(1)		Computed using average shares outstanding.

(2)		Amount is less than $0.0005.

(3)		Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

(4)		Includes the Fund’s share of the Portfolio’s allocated expenses.

(5)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

Eaton Vance Income Fund of Boston as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class B

	Year Ended October 31,

	2010			2009			2008			2007			2006

Net asset value — Beginning of year	$	5.410		$	4.330		$	6.370		$	6.450		$	6.280





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.425		$	0.430		$	0.452		$	0.441		$	0.431
Net realized and unrealized gain (loss)		0.477			1.118			(2.034	)		(0.088	)		0.169


Total income (loss) from operations	$	0.902		$	1.548		$	(1.582	)	$	0.353		$	0.600





Less Distributions

From net investment income	$	(0.452	)	$	(0.468	)	$	(0.458	)	$	(0.433	)	$	(0.430	)


Total distributions	$	(0.452	)	$	(0.468	)	$	(0.458	)	$	(0.433	)	$	(0.430	)



Redemption fees⁽¹⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾



Net asset value — End of year	$	5.860		$	5.410		$	4.330		$	6.370		$	6.450



Total Return⁽³⁾		17.35	%		38.55	%		(26.35	)%		5.58	%		9.85	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	110,968		$	113,900		$	99,181		$	173,448		$	189,173
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.79	%		1.86	%		1.82	%		1.81	%		1.81	%
Net investment income		7.59	%		9.51	%		7.76	%		6.79	%		6.76	%
Portfolio Turnover of the Portfolio		75	%		74	%		54	%		84	%		68	%


(1)		Computed using average shares outstanding.

(2)		Amount is less than $0.0005.

(3)		Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

(4)		Includes the Fund’s share of the Portfolio’s allocated expenses.

(5)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

Eaton Vance Income Fund of Boston as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class C

	Year Ended October 31,

	2010			2009			2008			2007			2006

Net asset value — Beginning of year	$	5.410		$	4.330		$	6.370		$	6.450		$	6.280





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.424		$	0.430		$	0.452		$	0.440		$	0.430
Net realized and unrealized gain (loss)		0.478			1.119			(2.034	)		(0.087	)		0.170


Total income (loss) from operations	$	0.902		$	1.549		$	(1.582	)	$	0.353		$	0.600





Less Distributions

From net investment income	$	(0.452	)	$	(0.469	)	$	(0.458	)	$	(0.433	)	$	(0.430	)


Total distributions	$	(0.452	)	$	(0.469	)	$	(0.458	)	$	(0.433	)	$	(0.430	)



Redemption fees⁽¹⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾



Net asset value — End of year	$	5.860		$	5.410		$	4.330		$	6.370		$	6.450



Total Return⁽³⁾		17.34	%		38.58	%		(26.35	)%		5.57	%		9.84	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	255,375		$	210,403		$	129,369		$	208,480		$	192,526
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.79	%		1.86	%		1.82	%		1.81	%		1.81	%
Net investment income		7.55	%		9.42	%		7.77	%		6.78	%		6.75	%
Portfolio Turnover of the Portfolio		75	%		74	%		54	%		84	%		68	%


(1)		Computed using average shares outstanding.

(2)		Amount is less than $0.0005.

(3)		Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

(4)		Includes the Fund’s share of the Portfolio’s allocated expenses.

(5)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

Eaton Vance Income Fund of Boston as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class I

	Year Ended October 31,

	2010			2009			2008			2007			2006

Net asset value — Beginning of year	$	5.410		$	4.330		$	6.370		$	6.450		$	6.280





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.477		$	0.473		$	0.506		$	0.505		$	0.492
Net realized and unrealized gain (loss)		0.478			1.128			(2.028	)		(0.088	)		0.171


Total income (loss) from operations	$	0.955		$	1.601		$	(1.522	)	$	0.417		$	0.663





Less Distributions

From net investment income	$	(0.505	)	$	(0.521	)	$	(0.518	)	$	(0.497	)	$	(0.493	)


Total distributions	$	(0.505	)	$	(0.521	)	$	(0.518	)	$	(0.497	)	$	(0.493	)



Redemption fees⁽¹⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾



Net asset value — End of year	$	5.860		$	5.410		$	4.330		$	6.370		$	6.450



Total Return⁽³⁾		18.47	%		40.20	%		(25.58	)%		6.60	%		10.93	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	705,118		$	410,590		$	241,204		$	56,913		$	45,622
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		0.79	%		0.86	%		0.82	%		0.81	%		0.81	%
Net investment income		8.49	%		10.43	%		9.14	%		7.78	%		7.73	%
Portfolio Turnover of the Portfolio		75	%		74	%		54	%		84	%		68	%


(1)		Computed using average shares outstanding.

(2)		Amount is less than $0.0005.

(3)		Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.

(4)		Includes the Fund’s share of the Portfolio’s allocated expenses.

(5)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

Eaton Vance Income Fund of Boston as of October 31, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Class R

	Year Ended October 31,

	2010			2009			2008			2007			2006


Net asset value — Beginning of year	$	5.400		$	4.330		$	6.370		$	6.450		$	6.280





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.452		$	0.450		$	0.481		$	0.471		$	0.457
Net realized and unrealized gain (loss)		0.475			1.115			(2.033	)		(0.086	)		0.175


Total income (loss) from operations	$	0.927		$	1.565		$	(1.552	)	$	0.385		$	0.632





Less Distributions

From net investment income	$	(0.477	)	$	(0.495	)	$	(0.488	)	$	(0.465	)	$	(0.462	)


Total distributions	$	(0.477	)	$	(0.495	)	$	(0.488	)	$	(0.465	)	$	(0.462	)



Redemption fees⁽¹⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾



Net asset value — End of year	$	5.850		$	5.400		$	4.330		$	6.370		$	6.450



Total Return⁽³⁾		17.69	%		39.38	%		(25.96	)%		6.09	%		10.40	%





Ratios/Supplemental Data

Net assets, end of year (000’s omitted)	$	29,793		$	20,008		$	11,318		$	13,106		$	4,459
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.29	%		1.36	%		1.32	%		1.30	%		1.30	%
Net investment income		8.05	%		9.85	%		8.30	%		7.28	%		7.16	%
Portfolio Turnover of the Portfolio		75	%		74	%		54	%		84	%		68	%


(1)		Computed using average shares outstanding.

(2)		Amount is less than $0.0005.

(3)		Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.

(4)		Includes the Fund’s share of the Portfolio’s allocated expenses.

(5)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements

Eaton Vance Income Fund of Boston as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS

1 Significant Accounting Policies

Eaton Vance Income Fund of Boston (the Fund) is a diversified series of Eaton Vance Series Trust II (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund offers five classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class B and Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). Class I and Class R shares are sold at net asset value and are not subject to a sales charge. Class B shares automatically convert to Class A shares eight years after their purchase as described in the Fund’s prospectus. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Net investment income, other than class-specific expenses, is allocated daily to each class of shares based upon the ratio of the value of each class’s paid shares to the total value of all paid shares. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund invests all of its investable assets in interests in Boston Income Portfolio (the Portfolio), a Massachusetts business trust, having the same investment objectives and policies as the Fund. The value of the Fund’s investment in the Portfolio reflects the Fund’s proportionate interest in the net assets of the Portfolio (89.3% at October 31, 2010). The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, including the portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.

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

A Investment Valuation — Valuation of securities by the Portfolio is discussed in Note 1A of the Portfolio’s Notes to Financial Statements, which are included elsewhere in this report.

B Income — The Fund’s net investment income or loss consists of the Fund’s pro-rata share of the net investment income or loss of the Portfolio and other income, less all actual and accrued expenses of the Fund.

C Federal Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary.

At October 31, 2010, the Fund, for federal income tax purposes, had a capital loss carryforward of $166,821,586 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on October 31, 2016 ($89,476,480) and October 31, 2017 ($77,345,106).

During the year ended October 31, 2010, a capital loss carryforward of $59,376,005 was utilized to offset net realized gains by the Fund.

As of October 31, 2010, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Fund’s federal tax returns filed in the 3-year period ended October 31, 2010 remains subject to examination by the Internal Revenue Service.

D Expenses — The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds.

E Expense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Fund. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Fund maintains with SSBT. All credit balances, if any, used to reduce the Fund’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 Trust’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 Fund. Under Massachusetts law, if certain conditions prevail, shareholders of a Massachusetts business trust (such as the Trust) could be deemed to have personal liability for the obligations of the Trust. However, the Trust’s Declaration

Eaton Vance Income Fund of Boston as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

of Trust contains an express disclaimer of liability on the part of Fund shareholders and the By-laws provide that the Trust shall assume the defense on behalf of any Fund shareholders. Moreover, the By-laws also provide for indemnification out of Fund property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from such liability. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

H Redemption Fees — Upon the redemption or exchange of shares by Class A, Class I and Class R shareholders within 90 days of the settlement of purchase, a fee of 1% of the current net asset value of these shares will be assessed and retained by the Fund for the benefit of the remaining shareholders. The redemption fee is accounted for as an addition to paid-in capital.

I Other — Investment transactions are accounted for on a trade date basis. Dividends to shareholders are recorded on the ex-dividend date.

2 Distributions to Shareholders

The Fund declares dividends daily to shareholders of record at the time of declaration. Distributions are generally paid monthly. Distributions of realized capital gains (reduced by available capital loss carryforwards from prior years, if any) are made at least annually. Distributions are declared separately for each class of shares. Shareholders may reinvest income and capital gain distributions in additional shares of the same class of the Fund at the net asset value as of the reinvestment date or, at the election of the shareholder, receive distributions in cash. The Fund distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.

The tax character of distributions declared for the years ended October 31, 2010 and October 31, 2009 was as follows:


	Year Ended October 31,
	2010		2009


Distributions declared from:
Ordinary income	$	205,508,107	$	192,562,034

During the year ended October 31, 2010, accumulated net realized loss was increased by $9,913,911 and accumulated undistributed net investment income was increased by $9,913,911 due to differences between book and tax accounting, primarily for swap contracts, premium amortization, defaulted bond interest and paydown gain (loss). These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2010, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Undistributed ordinary income	$	9,365,663
Capital loss carryforward	$	(166,821,586	)
Net unrealized appreciation	$	83,464,382
Other temporary differences	$	(3,941,032	)

The differences between components of distributable earnings (accumulated losses) on a tax basis and the amounts reflected in the Statement of Assets and Liabilities are primarily due to wash sales, swap contracts, premium amortization, the timing of recognizing distributions to shareholders, defaulted bond interest and partnership allocations.

3 Transactions with Affiliates

Eaton Vance Management (EVM) serves as the administrator to the Fund, but receives no compensation. The Portfolio has engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolio’s Notes to Financial Statements which are included elsewhere in this report. EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2010, EVM earned $93,091 in sub-transfer agent fees. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $384,811 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2010. EVD also received distribution and service fees from Class A, Class B, Class C and Class R shares (see Note 4) and contingent deferred sales charges (see Note 5).

Except for Trustees of the Fund and the Portfolio who are not members of EVM’s or BMR’s organizations, officers and Trustees receive remuneration for their services to the Fund out of the investment adviser fee. Certain officers and Trustees of the Fund and the Portfolio are officers of the above organizations.

4 Distribution Plans

The Fund has in effect a distribution plan for Class A shares (Class A Plan) pursuant to Rule 12b-1 under the

Eaton Vance Income Fund of Boston as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

1940 Act. The Class A Plan provides that the Fund will pay EVD a distribution and service fee of 0.25% per annum of its average daily net assets attributable to Class A shares for distribution services and facilities provided to the Fund by EVD, as well as for personal services and/or the maintenance of shareholder accounts. Distribution and service fees paid or accrued to EVD for the year ended October 31, 2010 amounted to $3,564,807 for Class A shares. The Fund also has in effect distribution plans for Class B shares (Class B Plan), Class C shares (Class C Plan) and Class R shares (Class R Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class B and Class C Plans require the Fund to pay EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class B and Class C shares for providing ongoing distribution services and facilities to the Fund. The Fund will automatically discontinue payments to EVD during any period in which there are no outstanding Uncovered Distribution Charges, which are equivalent to the sum of (i) 5% and 6.25% of the aggregate amount received by the Fund for Class B and Class C shares sold, respectively, plus (ii) interest calculated by applying the rate of 1% over the prevailing prime rate to the outstanding balance of Uncovered Distribution Charges of EVD of each respective class, reduced by the aggregate amount of contingent deferred sales charges (see Note 5) and amounts theretofore paid or payable to EVD by each respective class. For the year ended October 31, 2010, the Fund paid or accrued to EVD $849,777 and $1,753,444 for Class B and Class C shares, respectively, representing 0.75% of the average daily net assets of Class B and Class C shares. At October 31, 2010, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $6,460,000 and $25,830,000, respectively. The Class R Plan requires the Fund to pay EVD an amount equal to 0.50% per annum of its average daily net assets attributable to Class R shares for providing ongoing distribution services and facilities to the Fund. The Trustees of the Trust have currently limited Class R distribution payments to 0.25% per annum of the average daily net assets attributable to Class R shares. For the year ended October 31, 2010, the Fund paid or accrued to EVD $62,280, representing 0.25% of the average daily net assets of Class R shares.

The Class B, Class C and Class R Plans also authorize the Fund to make payments of service fees to EVD, financial intermediaries and other persons in amounts equal to 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD and, as such, are not subject to automatic discontinuance when there are no outstanding Uncovered Distribution Charges of EVD. Service fees paid or accrued for the year ended October 31, 2010 amounted to $283,260, $584,481 and $62,280 for Class B, Class C and Class R shares, respectively.

5 Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) generally is imposed on redemptions of Class B shares made within six years of purchase and on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. The CDSC for Class B shares is imposed at declining rates that begin at 5% in the case of redemptions in the first and second year after purchase, declining one percentage point each subsequent year. Class C shares are subject to a 1% CDSC if redeemed within one year of purchase. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. CDSCs received on Class B and Class C redemptions are paid to EVD to reduce the amount of Uncovered Distribution Charges calculated under the Fund’s Class B and Class C Plans. CDSCs received on Class B and Class C redemptions when no Uncovered Distribution Charges exist are credited to the Fund. For the year ended October 31, 2010, the Fund was informed that EVD received approximately $31,000, $142,000 and $30,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6 Investment Transactions

For the year ended October 31, 2010, increases and decreases in the Fund’s investment in the Portfolio aggregated $286,514,081 and $238,195,377, respectively.

7 Shares of Beneficial Interest

The Fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value). Such shares may be issued in a number of different series (such as the Fund) and classes. Transactions in Fund shares were as follows:


	Year Ended October 31,
Class A	2010			2009

Sales		66,317,285			107,583,100
Issued to shareholders electing to receive payments of distributions in Fund shares		17,622,259			20,678,535
Redemptions		(85,509,831	)		(89,792,835	)
Exchange from Class B shares		1,158,974			840,301


Net increase (decrease)		(411,313	)		39,309,101

Eaton Vance Income Fund of Boston as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D


	Year Ended October 31,
Class B	2010			2009

Sales		2,325,466			2,939,836
Issued to shareholders electing to receive payments of distributions in Fund shares		1,002,817			1,233,929
Redemptions		(4,283,271	)		(5,214,327	)
Exchange to Class A shares		(1,156,918	)		(837,955	)


Net decrease		(2,111,906	)		(1,878,517	)




	Year Ended October 31,
Class C	2010			2009

Sales		12,561,477			15,196,209
Issued to shareholders electing to receive payments of distributions in Fund shares		1,993,272			1,914,402
Redemptions		(9,858,212	)		(8,135,198	)


Net increase		4,696,537			8,975,413




	Year Ended October 31,
Class I	2010			2009

Sales		74,676,488			72,748,451
Issued to shareholders electing to receive payments of distributions in Fund shares		7,161,287			7,963,953
Redemptions		(37,355,574	)		(60,516,637	)


Net increase		44,482,201			20,195,767




	Year Ended October 31,
Class R	2010			2009

Sales		2,269,057			1,849,702
Issued to shareholders electing to receive payments of distributions in Fund shares		319,439			279,511
Redemptions		(1,201,934	)		(1,043,082	)


Net increase		1,386,562			1,086,131

For the years ended October 31, 2010 and October 31, 2009, the Fund received $66,782 and $20,247, respectively, in redemption fees.

Eaton Vance Income Fund of Boston as of October 31, 2010

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of Eaton Vance Series Trust II
and Shareholders of Eaton Vance Income Fund
of Boston:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Income Fund of Boston (the “Fund”) (one of the funds constituting Eaton Vance Series Trust II) as of October 31, 2010, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights for the year ended October 31, 2006, were audited by other auditors. Those auditors expressed an unqualified opinion on those financial highlights in their report dated December 27, 2006.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Income Fund of Boston as of October 31, 2010, the results of its operations for the year the ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 21, 2010

Boston Income Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS


Senior Floating-Rate Interests — 4.6%⁽¹⁾

	Principal
	Amount
Security	(000’s omitted)		Value



Aerospace — 0.7%

Hawker Beechcraft Acquisition, Term Loan, 2.26%, Maturing 3/26/14	$	22,732	$	19,098,779
Hawker Beechcraft Acquisition, Term Loan, 2.29%, Maturing 3/26/14		1,359		1,141,816


			$	20,240,595




Automotive — 0.5%

Pinafore, LLC, Term Loan, 6.75%, Maturing 9/29/16	$	15,500	$	15,702,229


			$	15,702,229




Automotive & Auto Parts — 0.1%

EPD Holdings, (Goodyear Engineering Products), Term Loan - Second Lien, 6.01%, Maturing 7/13/15	$	5,410	$	4,270,519


			$	4,270,519




Broadcasting — 0.3%

HIT Entertainment, Inc., Term Loan - Second Lien, 5.94%, Maturing 2/26/13	$	13,910	$	10,386,138


			$	10,386,138




Building Materials — 0.5%

Goodman Global Holdings, Inc., Term Loan, Maturing 10/28/16⁽²⁾	$	4,900	$	4,972,888
Panolam Industries Holdings, Inc., Term Loan, 8.25%, Maturing 12/31/13		5,294		4,888,542
Panolam Industries Holdings, Inc., Term Loan - Second Lien, 12.00%, Maturing 6/30/14		4,119		3,724,320


			$	13,585,750




Capital Goods — 0.3%

Dresser, Inc., Term Loan - Second Lien, 6.11%, Maturing 5/4/15	$	2,120	$	2,120,000
Reynolds Group Holdings, Inc., Term Loan, 2.38%, Maturing 5/5/16⁽³⁾		6,000		6,053,298


			$	8,173,298



Food Service — 0.6%

Burger King Corp., Term Loan, 6.25%, Maturing 10/19/16	$	12,030	$	12,154,811
DineEquity, Inc., Term Loan, 6.00%, Maturing 10/19/17		3,300		3,338,501
U.S. Foodservice, Term Loan, Maturing 7/3/14⁽²⁾		2,000		1,812,188


			$	17,305,500




Gaming — 0.2%

BLB Worldwide Holdings, Term Loan - Second Lien, 0.00%, Maturing 7/18/12⁽⁴⁾	$	8,520	$	202,350
Cannery Casino Resorts, LLC, Term Loan - Second Lien, 4.51%, Maturing 5/16/14		3,220		2,672,600
Great Lakes Entertainment, Term Loan, 9.00%, Maturing 8/15/12		4,195		4,047,796


			$	6,922,746




Insurance — 0.2%

HUB International Holdings, Inc., Term Loan, 6.75%, Maturing 6/13/14	$	4,925	$	4,888,187


			$	4,888,187




Services — 0.1%

Brickman Group Holdings, Inc., Term Loan, Maturing 10/14/16⁽²⁾	$	3,000	$	3,035,628


			$	3,035,628




Super Retail — 0.3%

General Nutrition Centers, Inc., Term Loan, 2.53%, Maturing 9/16/13	$	7,910	$	7,732,025


			$	7,732,025




Transportation Ex Air / Rail — 0.3%

CEVA Group PLC, Term Loan, 3.26%, Maturing 11/4/13	$	7,978	$	7,166,522
CEVA Group PLC, Term Loan, 3.88%, Maturing 11/4/13		1,991		1,783,527


			$	8,950,049

See notes to financial statements

Boston Income Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


	Principal
	Amount
Security	(000’s omitted)		Value



Utilities — 0.5%

TXU Texas Competitive Electric Holdings Co., LLC, Term Loan, 3.92%, Maturing 10/10/14	$	17,530	$	13,791,742


			$	13,791,742



Total Senior Floating-Rate Interests
(identified cost $145,711,718)			$	134,984,406




Corporate Bonds & Notes — 87.5%

	Principal
	Amount
Security	(000’s omitted)		Value



Aerospace and Defense — 0.2%

BE Aerospace, Inc., 6.875%, 10/1/20	$	4,565	$	4,873,138


			$	4,873,138




Air Transportation — 0.1%

Continental Airlines, 7.033%, 6/15/11	$	904	$	923,236
United Air Lines, Inc., Sr. Notes, 9.875%, 8/1/13⁽⁵⁾		915		1,011,075


			$	1,934,311




Automotive — 0.9%

Avis Budget Car Rental, LLC / Avis Budget Finance, Inc., 9.625%, 3/15/18	$	6,005	$	6,485,400
Pinafore, LLC/Pinafore, Inc., Sr. Notes, 9.00%, 10/1/18⁽⁵⁾		19,190		20,629,250


			$	27,114,650




Automotive & Auto Parts — 3.9%

Accuride Corp., 9.50%, 8/1/18⁽⁵⁾	$	4,575	$	5,009,625
Affinia Group, Inc., Sr. Notes, 10.75%, 8/15/16⁽⁵⁾		4,855		5,419,394
Allison Transmission, Inc., 11.00%, 11/1/15⁽⁵⁾		1,455		1,585,950
Allison Transmission, Inc., (PIK), 11.25%, 11/1/15⁽⁵⁾		18,639		20,293,320
American Axle & Manufacturing Holdings, Inc., Sr. Notes, 9.25%, 1/15/17⁽⁵⁾		12,365		14,080,643
Commercial Vehicle Group, Inc., Sr. Notes, 8.00%, 7/1/13		5,790		5,297,850
Ford Motor Credit Co., Sr. Notes, 8.00%, 12/15/16		16,305		19,117,205
Ford Motor Credit Co., Sr. Notes, 8.125%, 1/15/20		4,565		5,591,833
Ford Motor Credit Co., Sr. Notes, 12.00%, 5/15/15		4,785		6,138,916
Goodyear Tire & Rubber Co. (The), Sr. Notes, 10.50%, 5/15/16		4,765		5,479,750
Lear Corp., 7.875%, 3/15/18		1,810		1,977,425
Lear Corp., 8.125%, 3/15/20		2,250		2,514,375
Navistar International Corp., 8.25%, 11/1/21		10,140		11,166,675
Tower Automotive Holdings USA, LLC/TA Holding Finance, Inc., Sr. Notes, 10.625%, 9/1/17⁽⁵⁾		8,985		9,479,175


			$	113,152,136




Banks and Thrifts — 2.1%

CIT Group, Inc., Sr. Notes, 7.00%, 5/1/14	$	4,780	$	4,827,800
CIT Group, Inc., Sr. Notes, 7.00%, 5/1/17		11,565		11,565,000
General Motors Acceptance Corp., 7.00%, 2/1/12		500		523,750
General Motors Acceptance Corp., 8.00%, 12/31/18		7,490		7,827,050
General Motors Acceptance Corp., 8.00%, 11/1/31		14,230		15,617,425
General Motors Acceptance Corp., 8.30%, 2/12/15⁽⁵⁾		18,240		19,927,200


			$	60,288,225




Broadcasting — 2.4%

Clear Channel Communications, Inc., Sr. Notes, 4.40%, 5/15/11	$	6,020	$	5,944,750
Clear Channel Communications, Inc., Sr. Notes, 5.00%, 3/15/12		1,540		1,488,025
Clear Channel Communications, Inc., Sr. Notes, 6.25%, 3/15/11		32,130		32,210,325
Clear Channel Worldwide Holdings, Inc., Series B, 9.25%, 12/15/17		4,900		5,377,750
Rainbow National Services, LLC, Sr. Sub. Notes, 10.375%, 9/1/14⁽⁵⁾		2,490		2,605,162
Sirius XM Radio, Inc., Sr. Notes, 9.75%, 9/1/15⁽⁵⁾		4,520		5,090,650
XM Satellite Radio Holdings, Inc., 13.00%, 8/1/14⁽⁵⁾		15,340		18,369,650


			$	71,086,312




Building Materials — 0.6%

Associated Materials, LLC, Sr. Notes, 9.125%, 11/1/17⁽⁵⁾	$	8,930	$	9,398,825
Interface, Inc., Sr. Notes, 11.375%, 11/1/13		2,320		2,702,800
Interface, Inc., Sr. Sub. Notes, 9.50%, 2/1/14		786		813,510

See notes to financial statements

Boston Income Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


	Principal
	Amount
Security	(000’s omitted)		Value


Building Materials (continued)


Norcraft Cos. LP/Norcraft Finance Corp., Sr. Notes, 10.50%, 12/15/15	$	2,085	$	2,236,163
Ply Gem Industries, Inc., Sr. Notes, 11.75%, 6/15/13		2,550		2,750,812


			$	17,902,110




Cable / Satellite TV — 0.7%

Cablevision Systems Corp., Sr. Notes, 7.75%, 4/15/18	$	3,285	$	3,601,181
Cablevision Systems Corp., Sr. Notes, 8.625%, 9/15/17		2,265		2,567,944
CCO Holdings, LLC/CCO Capital Corp., 7.875%, 4/30/18⁽⁵⁾		1,370		1,462,475
CCO Holdings, LLC/CCO Capital Corp., 8.125%, 4/30/20⁽⁵⁾		5,175		5,614,875
National Cable PLC, Sr. Notes, 9.125%, 8/15/16		7,100		7,623,625


			$	20,870,100




Capital Goods — 2.0%

American Railcar Industry, Sr. Notes, 7.50%, 3/1/14	$	3,895	$	3,963,162
Amsted Industries, Inc., Sr. Notes, 8.125%, 3/15/18⁽⁵⁾		9,585		10,160,100
Chart Industries, Inc., Sr. Sub. Notes, 9.125%, 10/15/15		3,575		3,655,438
ESCO Corp., Sr. Notes, 8.625%, 12/15/13⁽⁵⁾		8,830		9,139,050
Greenbrier Cos., Inc., 8.375%, 5/15/15		480		480,000
Manitowoc Co., Inc. (The), 9.50%, 2/15/18		2,475		2,676,094
RBS Global & Rexnord Corp., 11.75%, 8/1/16		5,290		5,713,200
Reynolds Group Holdings, Inc., Sr. Notes, 8.50%, 5/15/18⁽⁵⁾		8,930		9,175,575
Terex Corp., Sr. Notes, 10.875%, 6/1/16		11,975		13,711,375


			$	58,673,994




Chemicals — 3.9%

BWAY Holding Co., 10.00%, 6/15/18⁽⁵⁾	$	1,855	$	2,031,225
Celanese US Holdings, LLC, 6.625%, 10/15/18⁽⁵⁾		2,745		2,923,425
CF Industries, Inc., Sr. Notes, 6.875%, 5/1/18		9,045		10,333,912
CF Industries, Inc., Sr. Notes, 7.125%, 5/1/20		6,735		7,829,437
Chemtura Corp., 7.875%, 9/1/18⁽⁵⁾		6,300		6,819,750
CII Carbon, LLC, 11.125%, 11/15/15⁽⁵⁾		5,855		6,250,213
Hexion US Finance Corp. / Hexion Nova Scotia Finance ULC, Sr. Notes, 9.00%, 11/15/20⁽⁵⁾		3,190		3,325,575
INEOS Finance PLC, Sr. Notes, 9.00%, 5/15/15⁽⁵⁾		8,320		8,860,800
INEOS Group Holdings PLC, Sr. Sub. Notes, 8.50%, 2/15/16⁽⁵⁾		8,975		8,212,125
Koppers, Inc., 7.875%, 12/1/19		2,130		2,316,375
LBI Escrow Corp., Sr. Notes, 8.00%, 11/1/17⁽⁵⁾		13,495		14,810,762
Lyondell Chemical Co., Sr. Notes, 11.00%, 5/1/18		5,360		6,030,000
Momentive Performance Materials, Inc., 9.00%, 1/15/21⁽⁵⁾		4,540		4,721,600
Nalco Co., Sr. Notes, 8.25%, 5/15/17		5,500		6,153,125
Nova Chemicals Corp., Sr. Notes, 8.375%, 11/1/16		5,500		6,036,250
PolyOne Corp., Sr. Notes, 7.375%, 9/15/20		1,830		1,946,663
Reichhold Industries, Inc., Sr. Notes, 9.00%, 8/15/14⁽⁵⁾		7,605		6,844,500
Solutia, Inc., 8.75%, 11/1/17		4,840		5,445,000
Vertellus Specialties, Inc., Sr. Notes, 9.375%, 10/1/15⁽⁵⁾		3,685		3,975,194


			$	114,865,931




Consumer Products — 2.8%

ACCO Brands Corp., Sr. Notes, 10.625%, 3/15/15	$	6,630	$	7,516,763
Amscan Holdings, Inc., Sr. Sub. Notes, 8.75%, 5/1/14		12,225		12,561,187
Diversey Holdings, Inc., Sr. Notes, 10.50%, 5/15/20		9,113		10,639,328
Revlon Consumer Products Corp., 9.75%, 11/15/15		11,850		12,412,875
Reynolds Group Holdings, Inc., Sr. Notes, 7.125%, 4/15/19⁽⁵⁾		9,015		9,443,213
Reynolds Group Holdings, Inc., Sr. Notes, 9.00%, 4/15/19⁽⁵⁾		9,015		9,409,406
Scotts Miracle-Gro Co. (The), 7.25%, 1/15/18		1,790		1,917,538
Sealy Mattress Co., Sr. Notes, 10.875%, 4/15/16⁽⁵⁾		3,853		4,426,134
Spectrum Brands Holdings, Inc., (PIK), 12.00%, 8/28/19		10,467		11,853,877


			$	80,180,321




Containers — 0.4%

Ardagh Packaging Finance PLC, 9.125%, 10/15/20⁽⁵⁾	$	3,735	$	3,977,775
Ardagh Packaging Finance PLC, Sr. Notes, 7.375%, 10/15/17⁽⁵⁾		2,665		2,838,225
Intertape Polymer US, Inc., Sr. Sub. Notes, 8.50%, 8/1/14		5,160		4,360,200


			$	11,176,200

See notes to financial statements

Boston Income Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


	Principal
	Amount
Security	(000’s omitted)		Value



Diversified Financial Services — 0.2%

Cantor Fitzgerald, L.P., 7.875%, 10/15/19⁽⁵⁾	$	5,410	$	5,659,028


			$	5,659,028




Diversified Media — 1.6%

Catalina Marketing Corp., (PIK), 10.50%, 10/1/15⁽⁵⁾	$	9,694	$	10,421,050
Catalina Marketing Corp., 11.625%, 10/1/17⁽⁵⁾		11,570		12,900,550
LBI Media, Inc., Sr. Disc. Notes, 11.00%, 10/15/13		2,355		2,134,219
MDC Partners, Inc., 11.00%, 11/1/16⁽⁵⁾		4,840		5,396,600
Nielsen Finance, LLC, 10.00%, 8/1/14		1,626		1,713,397
Nielsen Finance, LLC, 11.50%, 5/1/16		6,670		7,703,850
Nielsen Finance, LLC, (0.00% until 8/1/11), 12.50%, 8/1/16		4,600		4,709,250
Nielsen Finance, LLC, Sr. Notes, 11.625%, 2/1/14		795		918,225


			$	45,897,141




Electric Utilities — 0.1%

Dynegy Holdings, Inc., Sr. Notes, 7.75%, 6/1/19	$	2,785	$	1,914,688


			$	1,914,688




Energy — 8.4%

Abengoa Finance SAU, 8.875%, 11/1/17⁽⁵⁾	$	5,225	$	5,172,750
Anadarko Petroleum Corp., Sr. Notes, 6.375%, 9/15/17		11,215		12,477,226
Berry Petroleum Co., Sr. Notes, 10.25%, 6/1/14		6,755		7,827,356
Bill Barrett Corp., 9.875%, 7/15/16		1,410		1,558,050
Calpine Corp., Sr. Notes, 7.50%, 2/15/21⁽⁵⁾		23,420		24,093,325
Carrizo Oil & Gas, Inc., 8.625%, 10/15/18⁽⁵⁾		3,620		3,663,311
Coffeyville Resources, LLC/Coffeyville Finance, Inc., Sr. Notes, 9.00%, 4/1/15⁽⁵⁾		8,410		9,061,775
Compton Petroleum Finance Corp., 10.00%, 9/15/17		3,516		3,023,853
Continental Resources, Inc., 7.125%, 4/1/21⁽⁵⁾		2,290		2,484,650
Continental Resources, Inc., 7.375%, 10/1/20⁽⁵⁾		925		1,005,938
Denbury Resources, Inc., 8.25%, 2/15/20		5,335		5,975,200
Denbury Resources, Inc., Sr. Sub. Notes, 7.50%, 12/15/15		4,315		4,498,387
Denbury Resources, Inc., Sr. Sub. Notes, 9.75%, 3/1/16		9,875		11,232,812
El Paso Corp., Sr. Notes, 9.625%, 5/15/12		6,220		6,733,498
El Paso Tennessee Pipeline Co., Sr. Notes, 7.25%, 12/15/25		11,665		11,878,501
Energy Transfer Equity, L.P., 7.50%, 10/15/20		3,645		3,991,275
Expro Finance Luxembourg SCA, 8.50%, 12/15/16⁽⁵⁾		9,535		9,439,650
Forbes Energy Services, Sr. Notes, 11.00%, 2/15/15		9,520		9,115,400
Harvest Operations Corp., 6.875%, 10/1/17⁽⁵⁾		2,710		2,859,050
Holly Corp., 9.875%, 6/15/17		5,995		6,594,500
McJunkin Red Man Corp., Sr. Notes, 9.50%, 12/15/16⁽⁵⁾		6,740		6,234,500
OPTI Canada, Inc., Sr. Notes, 7.875%, 12/15/14		4,010		3,027,550
OPTI Canada, Inc., Sr. Notes, 8.25%, 12/15/14		3,605		2,748,813
Petroleum Development Corp., Sr. Notes, 12.00%, 2/15/18		3,885		4,370,625
Petroplus Finance, Ltd., 6.75%, 5/1/14⁽⁵⁾		955		916,800
Petroplus Finance, Ltd., 7.00%, 5/1/17⁽⁵⁾		6,105		5,616,600
Petroplus Finance, Ltd., Sr. Notes, 9.375%, 9/15/19⁽⁵⁾		12,145		11,719,925
Quicksilver Resources, Inc., Sr. Notes, 11.75%, 1/1/16		14,465		16,779,400
Rosetta Resources, Inc., 9.50%, 4/15/18		3,375		3,535,313
SandRidge Energy, Inc., 8.75%, 1/15/20		5,275		5,512,375
SandRidge Energy, Inc., Sr. Notes, (PIK), 8.625%, 4/1/15		14,670		15,073,425
SESI, LLC, Sr. Notes, 6.875%, 6/1/14		1,150		1,167,250
Southwestern Energy Co., Sr. Notes, 7.50%, 2/1/18		9,050		10,452,750
United Refining Co., Sr. Notes, 10.50%, 8/15/12		15,575		14,406,875


			$	244,248,708




Entertainment / Film — 1.9%

AMC Entertainment, Inc., 11.00%, 2/1/16	$	32,141	$	34,431,046
AMC Entertainment, Inc., Sr. Notes, 8.75%, 6/1/19		1,865		2,007,206
Marquee Holdings, Inc., Sr. Disc. Notes, 9.505%, 8/15/14		8,495		7,072,088
Regal Entertainment Group, 9.125%, 8/15/18		3,150		3,366,563
WMG Acquisition Corp., Sr. Notes, 9.50%, 6/15/16		8,335		9,022,637


			$	55,899,540




Environmental — 0.1%

Casella Waste Systems, Inc., Sr. Notes, 11.00%, 7/15/14	$	2,350	$	2,611,438


			$	2,611,438

See notes to financial statements

Boston Income Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


	Principal
	Amount
Security	(000’s omitted)		Value



Food & Drug Retail — 0.2%

Rite Aid Corp., Sr. Notes, 8.00%, 8/15/20⁽⁵⁾	$	6,725	$	6,960,375


			$	6,960,375




Food Service — 0.2%

DineEquity, Inc., Sr. Notes, 9.50%, 10/30/18⁽⁵⁾	$	4,465	$	4,777,550


			$	4,777,550




Food / Beverage / Tobacco — 2.6%

ASG Consolidated, LLC/ASG Finance, Inc., Sr. Notes, 15.00%, 5/15/17⁽⁵⁾	$	5,575	$	5,268,375
ASG Consolidated, LLC/ASG Finance, Inc., Sr. Sub. Notes, 10.75%, 5/15/16⁽⁵⁾		8,180		8,589,000
Dole Foods Co., Sr. Notes, 13.875%, 3/15/14		6,998		8,668,772
Michael Foods, Inc., Sr. Notes, 9.75%, 7/15/18⁽⁵⁾		9,060		9,920,700
Pinnacle Foods Finance, LLC, 8.25%, 9/1/17⁽⁵⁾		900		942,750
Pinnacle Foods Finance, LLC, 9.25%, 4/1/15⁽⁵⁾		6,220		6,585,425
Pinnacle Foods Finance, LLC, 9.25%, 4/1/15		4,130		4,372,638
Pinnacle Foods Finance, LLC, 10.625%, 4/1/17		580		633,650
Smithfield Foods, Inc., Sr. Notes, 7.75%, 5/15/13		3,370		3,551,138
Smithfield Foods, Inc., Sr. Notes, 10.00%, 7/15/14⁽⁵⁾		8,315		9,624,612
U.S. Foodservice, Inc., Sr. Notes, 10.75%, 6/30/15⁽⁵⁾		17,380		18,162,100


			$	76,319,160




Gaming — 4.7%

Buffalo Thunder Development Authority, 9.375%, 12/15/14⁽⁴⁾⁽⁵⁾	$	11,355	$	3,009,075
CCM Merger, Inc., 8.00%, 8/1/13⁽⁵⁾		4,865		4,573,100
Chukchansi EDA, Sr. Notes, Variable Rate, 4.123%, 11/15/12⁽⁵⁾		5,045		3,228,800
Eldorado Casino Shreveport, (PIK), 10.00%, 8/1/12⁽⁶⁾		518		456,573
Fontainebleau Las Vegas Casino, LLC, 11.00%, 6/15/15⁽⁴⁾⁽⁵⁾		19,830		156,062
Harrah’s Operating Co., Inc., 5.375%, 12/15/13		3,725		3,408,375
Harrah’s Operating Co., Inc., 5.625%, 6/1/15		25,625		19,218,750
Harrah’s Operating Co., Inc., Sr. Notes, 10.00%, 12/15/18		2,280		1,989,300
Harrah’s Operating Co., Inc., Sr. Notes, 11.25%, 6/1/17		13,160		14,607,600
Harrah’s Operating Co., Inc., Sr. Notes, 12.75%, 4/15/18⁽⁵⁾		9,205		9,158,975
Inn of the Mountain Gods Resort & Casino, Sr. Notes, 12.00%, 11/15/10⁽⁴⁾		7,910		3,243,100
Majestic HoldCo, LLC, 12.50%, 10/15/11⁽⁴⁾⁽⁵⁾		3,390		61,020
MGM Resorts International, 6.75%, 9/1/12		4,145		4,108,731
MGM Resorts International, Sr. Notes, 9.00%, 3/15/20⁽⁵⁾		2,250		2,472,188
MGM Resorts International, Sr. Notes, 10.375%, 5/15/14		4,625		5,226,250
MGM Resorts International, Sr. Notes, 11.125%, 11/15/17		4,790		5,532,450
Mohegan Tribal Gaming Authority, Sr. Sub. Notes, 6.875%, 2/15/15		7,630		5,283,775
Mohegan Tribal Gaming Authority, Sr. Sub. Notes, 7.125%, 8/15/14		7,140		4,926,600
Mohegan Tribal Gaming Authority, Sr. Sub. Notes, 8.00%, 4/1/12		15,085		13,218,231
Mohegan Tribal Gaming Authority, Sr. Sub. Notes, 11.50%, 11/1/17⁽⁵⁾		5,385		4,954,200
Peninsula Gaming, LLC, 8.375%, 8/15/15		1,350		1,437,750
Peninsula Gaming, LLC, 10.75%, 8/15/17		8,250		8,827,500
San Pasqual Casino, 8.00%, 9/15/13⁽⁵⁾		2,005		1,954,875
Seminole Hard Rock Entertainment, Variable Rate, 2.792%, 3/15/14⁽⁵⁾		1,585		1,414,613
Tunica-Biloxi Gaming Authority, Sr. Notes, 9.00%, 11/15/15⁽⁵⁾		9,455		8,639,506
Waterford Gaming, LLC, Sr. Notes, 8.625%, 9/15/14⁽⁵⁾⁽⁶⁾		9,911		6,391,604


			$	137,499,003




Health Care — 7.1%

Accellent, Inc., Sr. Notes, 8.375%, 2/1/17	$	9,280	$	9,836,800
Alere, Inc., 9.00%, 5/15/16		2,685		2,879,663
Alere, Inc., Sr. Notes, 7.875%, 2/1/16		5,460		5,746,650
American Renal Holdings, Sr. Notes, 8.375%, 5/15/18⁽⁵⁾		1,820		1,938,300
Biomet, Inc., 11.625%, 10/15/17		27,720		31,358,250
Biomet, Inc., (PIK), 10.375%, 10/15/17		8,570		9,598,400
DJO Finance, LLC/DJO Finance Corp., 9.75%, 10/15/17⁽⁵⁾		3,610		3,772,450
DJO Finance, LLC/DJO Finance Corp., 10.875%, 11/15/14		14,170		15,604,712
Fresenius US Finance II, Inc., Sr. Notes, 9.00%, 7/15/15⁽⁵⁾		3,685		4,320,663
HCA, Inc., 9.25%, 11/15/16		10,125		10,985,625
HCA, Inc., (PIK), 9.625%, 11/15/16		1,740		1,896,600
HCA, Inc., Sr. Notes, 9.875%, 2/15/17		9,715		10,953,662
inVentiv Health, Inc., Sr. Notes, 10.00%, 8/15/18⁽⁵⁾		3,205		3,237,050
LifePoint Hospitals, Inc., 6.625%, 10/1/20⁽⁵⁾		3,420		3,616,650
Multiplan, Inc., 9.875%, 9/1/18⁽⁵⁾		9,515		10,204,837
National Mentor Holdings, Inc., 11.25%, 7/1/14		7,385		7,625,012

See notes to financial statements

Boston Income Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


	Principal
	Amount
Security	(000’s omitted)		Value


Health Care (continued)


Patheon, Inc., Sr. Notes, 8.625%, 4/15/17⁽⁵⁾	$	3,600	$	3,753,000
Quintiles Transnational Corp., Sr. Notes, (PIK), 9.50%, 12/30/14⁽⁵⁾		19,970		20,419,325
Res-Care, Inc., Sr. Notes, 7.75%, 10/15/13		2,415		2,457,263
Rural/Metro Corp., Sr. Disc. Notes, 12.75%, 3/15/16		8,075		8,640,250
Sabra Health Care LP / Sabra Capital Corp., 8.125%, 11/1/18⁽⁵⁾		3,160		3,286,400
US Oncology, Inc., 10.75%, 8/15/14		8,635		8,991,194
US Oncology, Inc., Sr. Notes, 9.125%, 8/15/17		11,655		13,024,462
Valeant Pharmaceuticals International, 6.75%, 10/1/17⁽⁵⁾		4,655		4,870,294
Valeant Pharmaceuticals International, 7.00%, 10/1/20⁽⁵⁾		6,980		7,346,450


			$	206,363,962




Homebuilders / Real Estate — 1.2%

CB Richard Ellis Service, Inc., 6.625%, 10/15/20⁽⁵⁾	$	8,930	$	9,108,600
CB Richard Ellis Service, Inc., Sr. Sub. Notes, 11.625%, 6/15/17		22,945		26,845,650


			$	35,954,250




Hotels — 1.0%

Mandalay Resort Group, 6.375%, 12/15/11	$	9,765	$	9,826,031
MCE Finance, Ltd., Sr. Notes, 10.25%, 5/15/18⁽⁵⁾		7,080		8,026,950
Wynn Las Vegas, LLC / Wynn Las Vegas Capital Corp., 7.75%, 8/15/20⁽⁵⁾		9,145		9,968,050


			$	27,821,031




Insurance — 0.5%

Alliant Holdings I, Inc., 11.00%, 5/1/15⁽⁵⁾	$	5,665	$	5,983,656
HUB International Holdings, Inc., Sr. Notes, 9.00%, 12/15/14⁽⁵⁾		4,265		4,323,644
U.S.I. Holdings Corp., Sr. Notes, Variable Rate, 4.251%, 11/15/14⁽⁵⁾		3,265		2,840,550


			$	13,147,850




Leisure — 1.6%

HRP Myrtle Beach Operations, LLC/HRP Myrtle Beach Capital Corp., 12.50%, 4/1/13^(4)(5)(6)	$	3,635	$	0
HRP Myrtle Beach Operations, LLC/HRP Myrtle Beach Capital Corp., Sr. Notes, (PIK), 14.50%, 4/1/14^(4)(5)(6)		5,141		0
HRP Myrtle Beach Operations, LLC/HRP Myrtle Beach Capital Corp., Variable Rate, 0.00%, 4/1/12^(4)(5)(6)		6,665		0
Live Nation Entertainment, Inc., Sr. Notes, 8.125%, 5/15/18⁽⁵⁾		1,940		2,007,900
MU Finance PLC, Sr. Notes, 8.375%, 2/1/17⁽⁵⁾		2,165		2,170,413
Royal Caribbean Cruises, Sr. Notes, 6.875%, 12/1/13		4,095		4,422,600
Royal Caribbean Cruises, Sr. Notes, 7.00%, 6/15/13		5,505		5,986,687
Royal Caribbean Cruises, Sr. Notes, 7.25%, 6/15/16		2,185		2,392,575
Royal Caribbean Cruises, Sr. Notes, 7.25%, 3/15/18		4,390		4,796,075
Universal City Development Partners, Ltd./UCDP Finance, Inc., 8.875%, 11/15/15		9,955		10,602,075
Universal City Development Partners, Ltd./UCDP Finance, Inc., 10.875%, 11/15/16		13,165		14,580,237


			$	46,958,562




Machinery — 0.3%

Manitowoc Co., Inc. (The), 8.50%, 11/1/20	$	8,945	$	9,381,069


			$	9,381,069




Metals / Mining — 4.1%

Arch Coal, Inc., 7.25%, 10/1/20	$	3,175	$	3,492,500
Arch Coal, Inc., Sr. Notes, 8.75%, 8/1/16		2,660		2,999,150
Cloud Peak Energy Resources, LLC / Cloud Peak Energy Finance Corp., 8.50%, 12/15/19		10,620		11,735,100
Consol Energy, Inc., 8.00%, 4/1/17⁽⁵⁾		5,395		5,934,500
Consol Energy, Inc., 8.25%, 4/1/20⁽⁵⁾		4,520		5,062,400
FMG Finance PTY, Ltd., 10.625%, 9/1/16⁽⁵⁾		19,230		28,460,400
FMG Resources PTY, Ltd., Sr. Notes, 7.00%, 11/1/15⁽⁵⁾		22,750		23,432,500
Murray Energy Corp., Sr. Notes, 10.25%, 10/15/15⁽⁵⁾		12,040		12,882,800
Novelis, Inc./GA, Sr. Notes, 11.50%, 2/15/15		2,710		3,157,150
Teck Resources, Ltd., Sr. Notes, 10.25%, 5/15/16		3,168		3,916,763
Teck Resources, Ltd., Sr. Notes, 10.75%, 5/15/19		15,390		19,689,966


			$	120,763,229




Paper — 2.4%

ABI Escrow Corp., Sr. Notes, 10.25%, 10/15/18⁽⁵⁾	$	6,790	$	7,282,275
Boise Paper Holdings, LLC, 8.00%, 4/1/20		1,805		1,958,425

See notes to financial statements

Boston Income Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


	Principal
	Amount
Security	(000’s omitted)		Value


Paper (continued)


Boise Paper Holdings, LLC, Sr. Notes, 9.00%, 11/1/17	$	5,985	$	6,553,575
Domtar Corp., Sr. Notes, 10.75%, 6/1/17		8,205		10,328,044
International Paper Co., 9.375%, 5/15/19		17,230		22,788,415
International Paper Co., Sr. Notes, 7.50%, 8/15/21		3,100		3,787,580
Verso Paper Holdings, LLC/Verso Paper, Inc., 11.375%, 8/1/16		9,575		9,263,812
Verso Paper Holdings, LLC/Verso Paper, Inc., Sr. Notes, 9.125%, 8/1/14		7,355		7,612,425
Verso Paper Holdings, LLC/Verso Paper, Inc., Sr. Notes, Variable Rate, 4.216%, 8/1/14		975		879,938


			$	70,454,489




Pharmaceuticals — 0.1%

Warner Chilcott Co. LLC, 7.75%, 9/15/18⁽⁵⁾	$	2,995	$	3,129,775


			$	3,129,775




Railroad — 0.6%

Kansas City Southern Mexico, Sr. Notes, 7.375%, 6/1/14	$	2,350	$	2,467,500
Kansas City Southern Mexico, Sr. Notes, 7.625%, 12/1/13		8,155		8,501,587
Kansas City Southern Mexico, Sr. Notes, 8.00%, 6/1/15		6,410		6,954,850


			$	17,923,937




Restaurants — 0.3%

NPC International, Inc., Sr. Sub. Notes, 9.50%, 5/1/14	$	7,575	$	7,878,000


			$	7,878,000




Services — 7.1%

Brickman Group Holdings, Inc., Sr. Notes, 9.125%, 11/1/18⁽⁵⁾	$	1,875	$	1,940,625
Education Management, LLC, Sr. Notes, 8.75%, 6/1/14		10,305		10,408,050
Education Management, LLC, Sr. Sub. Notes, 10.25%, 6/1/16		17,850		18,296,250
Hertz Corp., 7.50%, 10/15/18⁽⁵⁾		690		714,150
Hertz Corp., 8.875%, 1/1/14		5,220		5,389,650
Hertz Corp., 10.50%, 1/1/16		2,650		2,832,188
Laureate Education, Inc., 10.00%, 8/15/15⁽⁵⁾		26,656		27,455,680
Laureate Education, Inc., 11.75%, 8/15/17⁽⁵⁾		13,854		14,962,320
Laureate Education, Inc., (PIK), 10.25%, 8/15/15⁽⁵⁾		28,065		29,027,046
MDC Partners, Inc., 11.00%, 11/1/16		7,310		8,150,650
MediMedia USA, Inc., Sr. Sub. Notes, 11.375%, 11/15/14⁽⁵⁾		5,110		4,420,150
Muzak, LLC/Muzak Finance, Sr. Notes, (PIK), 15.00%, 7/31/14		1,863		1,325,077
RSC Equipment Rental, Inc., 10.25%, 11/15/19		4,495		4,910,787
RSC Equipment Rental, Inc., Sr. Notes, 10.00%, 7/15/17⁽⁵⁾		11,810		13,256,725
ServiceMaster Co. (The), (PIK), 10.75%, 7/15/15⁽⁵⁾		3,025		3,259,438
Sitel LLC/Sitel Finance Corp., Sr. Notes, 11.50%, 4/1/18⁽⁵⁾		2,750		2,234,375
Ticketmaster Entertainment, Inc., 10.75%, 8/1/16		9,430		10,490,875
TransUnion LLC/TransUnion Financing Corp., 11.375%, 6/15/18⁽⁵⁾		6,890		7,975,175
Tutor Perini Corp., 7.625%, 11/1/18⁽⁵⁾		8,020		8,180,400
United Rentals North America, Inc., 7.75%, 11/15/13		3,565		3,605,106
United Rentals North America, Inc., 8.375%, 9/15/20		9,065		9,246,300
United Rentals North America, Inc., 10.875%, 6/15/16		8,360		9,572,200
West Corp., 9.50%, 10/15/14		9,745		10,256,612


			$	207,909,829




Steel — 0.2%

AK Steel Corp., 7.625%, 5/15/20	$	3,770	$	3,944,363
RathGibson, Inc., Sr. Notes, 11.25%, 2/15/14⁽⁴⁾		8,245		84,099
United States Steel Corp., Sr. Notes, 7.375%, 4/1/20		2,255		2,364,931


			$	6,393,393




Super Retail — 6.0%

Express, LLC/Express Finance Corp., 8.75%, 3/1/18	$	14,275	$	15,274,250
General Nutrition Center, Sr. Notes, (PIK), Variable Rate, 5.75%, 3/15/14		8,645		8,612,581
General Nutrition Center, Sr. Sub. Notes, 10.75%, 3/15/15		19,395		19,879,875
Limited Brands, Inc., 8.50%, 6/15/19		11,125		13,183,125
Michaels Stores, Inc., (0.00% until 11/1/11), 13.00%, 11/1/16		14,630		14,392,263
Michaels Stores, Inc., Sr. Notes, 7.75%, 11/1/18⁽⁵⁾		2,275		2,263,625
Neiman Marcus Group, Inc., (PIK), 9.00%, 10/15/15		14,779		15,518,221
Sally Holdings, LLC, Sr. Notes, 10.50%, 11/15/16		34,896		38,472,840

See notes to financial statements

Boston Income Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


	Principal
	Amount
Security	(000’s omitted)			Value


Super Retail (continued)


Toys “R” Us, 7.875%, 4/15/13	$	6,425		$	6,794,438
Toys “R” Us, 10.75%, 7/15/17		19,245			22,083,637
Toys “R” Us, Sr. Notes, 7.375%, 9/1/16⁽⁵⁾		5,980			6,256,575
Toys “R” Us Property Co., LLC, 8.50%, 12/1/17⁽⁵⁾		2,370			2,577,375
Yankee Acquisition Corp., 9.75%, 2/15/17		8,000			8,380,000


				$	173,688,805




Technology — 2.9%

Advanced Micro Devices, Inc., 8.125%, 12/15/17	$	3,260		$	3,537,100
Advanced Micro Devices, Inc., Sr. Notes, 7.75%, 8/1/20⁽⁵⁾		2,380			2,534,700
Alliant Techsystems, Inc., 6.875%, 9/15/20		2,335			2,469,263
Avaya, Inc., Sr. Notes, 9.75%, 11/1/15		10,540			10,658,575
Avaya, Inc., Sr. Notes, (PIK), 10.125%, 11/1/15		15,820			15,998,181
Avaya, Inc., Sr. Notes, (PIK), 10.125%, 11/1/15⁽⁵⁾		0	⁽⁷⁾		491
Brocade Communications Systems, Inc., Sr. Notes, 6.625%, 1/15/18		2,215			2,370,050
Brocade Communications Systems, Inc., Sr. Notes, 6.875%, 1/15/20		2,795			3,018,600
SSI Investments II, Sr. Notes, 11.125%, 6/1/18⁽⁵⁾		10,215			11,491,875
SunGard Data Systems, Inc., Sr. Notes, 10.625%, 5/15/15		27,755			31,154,987


				$	83,233,822




Telecommunications — 7.9%

Clearwire Communications, LLC/Clearwire Finance, Inc., Sr. Notes, 12.00%, 12/1/15⁽⁵⁾	$	15,435		$	17,210,025
Digicel Group, Ltd., Sr. Notes, 8.25%, 9/1/17⁽⁵⁾		3,890			4,108,813
Digicel Group, Ltd., Sr. Notes, 12.00%, 4/1/14⁽⁵⁾		6,760			7,951,450
Intelsat Bermuda, Ltd., 11.25%, 6/15/16		28,585			31,264,844
Intelsat Jackson Holdings, Ltd., 9.50%, 6/15/16		6,248			6,700,980
Intelsat Jackson Holdings, Ltd., 11.50%, 6/15/16		2,350			2,567,375
Intelsat Luxembourg SA, (PIK), 11.50%, 2/4/17		9,310			10,112,987
Intelsat SA, Sr. Notes, 6.50%, 11/1/13		5,010			5,072,625
Intelsat Subsidiary Holdings Co., Ltd., 8.875%, 1/15/15⁽⁵⁾		8,600			8,901,000
Nextel Communications, Inc., Series E, 6.875%, 10/31/13		2,785			2,819,813
NII Capital Corp., 8.875%, 12/15/19		10,395			11,616,412
NII Capital Corp., 10.00%, 8/15/16		9,510			10,829,512
SBA Telecommunications, Inc., 8.00%, 8/15/16		4,075			4,513,063
SBA Telecommunications, Inc., 8.25%, 8/15/19		2,725			3,079,250
Sprint Capital Corp., 6.875%, 11/15/28		10,610			10,052,975
Sprint Capital Corp., 6.90%, 5/1/19		17,195			17,667,862
Telesat Canada/Telesat, LLC, Sr. Notes, 11.00%, 11/1/15		17,145			19,330,987
Telesat Canada/Telesat, LLC, Sr. Sub. Notes, 12.50%, 11/1/17		12,665			15,008,025
Wind Acquisition Finance SA, 12.00%, 12/1/15⁽⁵⁾		8,620			9,180,300
Wind Acquisition Finance SA, Sr. Notes, 11.75%, 7/15/17⁽⁵⁾		13,270			15,194,150
Wind Acquisition Finance SA, Sr. Notes, (PIK), 12.25%, 7/15/17⁽⁵⁾		7,245			8,179,098
Windstream Corp., 7.875%, 11/1/17		3,935			4,318,663
Windstream Corp., 8.125%, 9/1/18⁽⁵⁾		4,940			5,347,550


				$	231,027,759




Textiles / Apparel — 0.7%

Oxford Industries, Inc., Sr. Notes, 11.375%, 7/15/15	$	8,625		$	9,854,062
Phillips-Van Heusen Corp., Sr. Notes, 7.75%, 11/15/23		9,180			10,190,911


				$	20,044,973




Transportation Ex Air / Rail — 2.2%

AMGH Merger Sub, Inc., 9.25%, 11/1/18⁽⁵⁾	$	2,820		$	2,932,800
AWAS Aviation Capital, Ltd., Sr. Notes, 7.00%, 10/15/16⁽⁵⁾		8,290			8,333,250
CEVA Group PLC, Sr. Notes, 11.50%, 4/1/18⁽⁵⁾		9,300			9,951,000
CEVA Group PLC, Sr. Notes, 11.625%, 10/1/16⁽⁵⁾		6,960			7,569,000
CHC Helicopter SA, Sr. Notes, 9.25%, 10/15/20⁽⁵⁾		22,735			23,871,750
Swift Transportation Co., Inc., Sr. Notes, 12.50%, 5/15/17⁽⁵⁾		4,955			5,153,200
Teekay Corp., Sr. Notes, 8.50%, 1/15/20		4,880			5,447,300


				$	63,258,300




Utilities — 1.3%

AES Eastern Energy, Series 99-A, 9.00%, 1/2/17	$	2,243		$	2,355,403
Calpine Construction Finance Co., Sr. Notes, 8.00%, 6/1/16⁽⁵⁾		11,965			13,011,937
NGC Corp., 7.625%, 10/15/26		7,090			4,289,450
NRG Energy, Inc., 8.25%, 9/1/20⁽⁵⁾		11,225			11,954,625

See notes to financial statements

Boston Income Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


	Principal
	Amount
Security	(000’s omitted)		Value


Utilities (continued)


NRG Energy, Inc., Sr. Notes, 7.375%, 2/1/16	$	4,840	$	5,051,750
Reliant Energy, Inc., Sr. Notes, 7.625%, 6/15/14		785		794,813


			$	37,457,978



Total Corporate Bonds & Notes
(identified cost $2,400,548,800)			$	2,546,695,072




Convertible Bonds — 0.1%

	Principal
	Amount
Security	(000’s omitted)		Value



Health Care — 0.1%

Kendle International, Inc., 3.375%, 7/15/12	$	4,295	$	3,967,506


			$	3,967,506



Total Convertible Bonds
(identified cost $4,051,974)			$	3,967,506




Common Stocks — 0.6%

Security	Shares		Value



Building Materials — 0.2%

Panolam Holdings Co.⁽⁶⁾⁽⁸⁾		6,997	$	5,563,385


			$	5,563,385




Consumer Products — 0.0%⁽¹²⁾

HF Holdings, Inc.⁽⁶⁾⁽⁹⁾		3,400	$	38,658


			$	38,658




Energy — 0.0%⁽¹²⁾

SemGroup Corp.⁽⁹⁾		26,457	$	616,448


			$	616,448




Gaming — 0.0%⁽¹²⁾

Fontainebleau Equity Holdings, Class A^(6)(8)(9)		301,724	$	3,017
Greektown Superholdings, Inc.⁽⁹⁾		1,365		106,470
Shreveport Gaming Holdings, Inc.⁽⁶⁾		3,597		64,746


			$	174,233



Publishing / Printing — 0.0%⁽¹²⁾

Dex One Corp.⁽⁹⁾		23,304	$	163,361


			$	163,361




Steel — 0.3%

RathGibson Acquisition Co., LLC^(6)(8)(9)		367,800	$	8,621,232


			$	8,621,232




Super Retail — 0.1%

GNC Acquisition Holdings, Class A^(6)(8)(9)		204,221	$	2,634,451


			$	2,634,451



Total Common Stocks
(identified cost $12,347,067)			$	17,811,768




Convertible Preferred Stocks — 0.3%

Security	Shares		Value



Energy — 0.3%

Chesapeake Energy Corp., 4.50%		80,133	$	7,308,931
Chesapeake Energy Corp., 5.00%⁽⁵⁾		9,586		770,475


			$	8,079,406



Total Convertible Preferred Stocks
(identified cost $8,924,414)			$	8,079,406




Preferred Stocks — 0.1%

Security	Shares/Units		Value



Diversified Financial Services — 0.1%

Citigroup Capital XIII, 7.875%		90,565	$	2,399,973


			$	2,399,973




Gaming — 0.0%⁽¹²⁾

Fontainebleau Resorts LLC (PIK)^(6)(8)(9)		9,234	$	92


			$	92




Services — 0.0%⁽¹²⁾

Muzak Holdings, LLC, Variable Rate, (PIK), 10.00%⁽⁸⁾⁽⁹⁾		113,977	$	199,450


			$	199,450

See notes to financial statements

Boston Income Portfolio as of October 31, 2010

PORTFOLIO OF INVESTMENTS CONT’D


Security	Shares/Units		Value



Super Retail — 0.0%⁽¹²⁾

GNC Acquisition Holdings^(6)(8)(9)		69,779	$	454,261


			$	454,261



Total Preferred Stocks
(identified cost $12,986,547)			$	3,053,776




Miscellaneous — 0.0%⁽¹²⁾

Security	Shares		Value



Cable / Satellite TV — 0.0%⁽¹²⁾

Adelphia, Inc., Escrow Certificate⁽⁹⁾		10,260,000	$	168,264
Adelphia, Inc., Escrow Certificate⁽⁹⁾		5,085,000		83,394
Adelphia Recovery Trust⁽⁹⁾		14,818,854		296,377


			$	548,035



Total Miscellaneous
(identified cost $13,800,475)			$	548,035




Warrants — 0.1%

Security	Shares		Value



Energy — 0.0%⁽¹²⁾

SemGroup Corp., Expires 11/30/14⁽⁹⁾		27,849	$	170,575


			$	170,575




Food / Beverage / Tobacco — 0.1%

ASG Consolidated, LLC/ASG Finance, Inc., Expires 5/15/18⁽⁹⁾		5,575	$	696,875


			$	696,875




Gaming — 0.0%⁽¹²⁾

Peninsula Gaming LLC, Convertible Preferred Membership Interests^(6)(8)(9)		6,338	$	537,065


			$	537,065




Publishing / Printing — 0.0%⁽¹²⁾

Reader’s Digest Association, Inc. (The), Expires 2/14/19⁽⁶⁾⁽⁹⁾		33,105	$	0


			$	0



Total Warrants
(identified cost $278)			$	1,404,515




Short-Term Investments — 4.5%

	Interest
Security	(000’s Omitted)		Value


Eaton Vance Cash Reserves Fund, LLC, 0.22%^(10)(11)	$	131,022	$	131,022,197



Total Short-Term Investments
(identified cost $131,022,197)			$	131,022,197



Total Investments — 97.8%
(identified cost $2,729,393,470)			$	2,847,566,681



Less Unfunded Loan Commitments — (0.2)%			$	(6,000,000	)



Net Investments — 97.6%
(identified cost $2,723,393,470)			$	2,841,566,681



Other Assets, Less Liabilities — 2.4%			$	68,579,166



Net Assets — 100.0%			$	2,910,145,847

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

PIK - Payment In Kind


(1)		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.

(2)		This Senior Loan will settle after October 31, 2010, at which time the interest rate will be determined.

(3)		Unfunded or partially unfunded loan commitments. See Note 1F for description.

(4)		Defaulted security. Currently the issuer is in default with respect to interest and/or principal payments.

(5)		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

See notes to financial statements

Boston Income Portfolio as of October 31, 2010

FINANCIAL STATEMENTS

Statement of Assets and Liabilities


As of October 31, 2010

Assets

Unaffiliated investments, at value (identified cost, $2,592,371,273)	$	2,710,544,484
Affiliated investments, at value (identified cost, $131,022,197)		131,022,197
Cash		53,901
Restricted cash*		546,000
Interest and dividends receivable		62,796,556
Interest receivable from affiliated investment		17,729
Receivable for investments sold		34,481,799
Receivable for open swap contracts		1,115,686


Total assets	$	2,940,578,352





Liabilities

Payable for investments purchased	$	27,477,891
Payable for closed swap contracts		367,154
Premium received on open swap contracts		896,609
Payable to affiliates:
Investment adviser fee		1,442,652
Trustees’ fees		4,208
Accrued expenses		243,991


Total liabilities	$	30,432,505


Net Assets applicable to investors’ interest in Portfolio	$	2,910,145,847





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	2,790,856,950
Net unrealized appreciation		119,288,897


Total	$	2,910,145,847


*	Represents restricted cash on deposit at the custodian as collateral for open swap contracts.

Statement of Operations


For the Year Ended
October 31, 2010

Investment Income

Interest and other income	$	244,334,760
Dividends		615,224
Interest allocated from affiliated investments		214,250
Expenses allocated from affiliated investments		(32,847	)


Total investment income	$	245,131,387





Expenses

Investment adviser fee	$	15,993,285
Trustees’ fees and expenses		50,500
Custodian fee		456,125
Legal and accounting services		136,706
Miscellaneous		82,011


Total expenses	$	16,718,627


Deduct —
Reduction of custodian fee	$	1,733


Total expense reductions	$	1,733



Net expenses	$	16,716,894



Net investment income	$	228,414,493





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	78,499,902
Investment transactions allocated from affiliated investments		(94,639	)
Swap contracts		2,006,638


Net realized gain	$	80,411,901


Change in unrealized appreciation (depreciation) —
Investments	$	143,007,075
Swap contracts		(538,429	)


Net change in unrealized appreciation (depreciation)	$	142,468,646



Net realized and unrealized gain	$	222,880,547



Net increase in net assets from operations	$	451,295,040

See notes to financial statements

Boston Income Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS

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. The Portfolio also seeks reasonable preservation of capital to the extent attainable from such investments, and growth of income and capital as secondary objectives. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2010, Eaton Vance Income Fund of Boston, Eaton Vance Multi-Strategy Absolute Return Fund, Eaton Vance Strategic Income Fund and Eaton Vance International (Cayman Islands) Strategic Income Fund held an interest of 89.3%, 0.5%, 8.6% and 1.6%, 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 debt securities 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 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 most fairly reflects the security’s value, or the amount that the Portfolio might reasonably expect to receive for the

Boston Income Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

security upon its current sale in the ordinary course. Each such determination is based on a consideration of all 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.

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 October 31, 2010, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Portfolio’s federal tax returns filed in the 3-year period ended October 31, 2010 remains subject to examination by the Internal Revenue Service.

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 Unfunded Loan Commitments — The Portfolio may enter into certain credit agreements all or a portion of which may be unfunded. The Portfolio is obligated to fund these commitments at the borrower’s discretion. These commitments are disclosed in the accompanying Portfolio of Investments. At October 31, 2010, the Portfolio had sufficient cash and/or securities to cover these commitments.

G 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.

H 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.

Boston Income Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

I 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 benefits 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 effectively adds 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. 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.

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. Prior to its liquidation in February 2010, the portion of the adviser fee payable by Cash Management Portfolio, an affiliated investment company, on the Portfolio’s investment of cash therein was credited against the Portfolio’s investment adviser fee. The Portfolio currently invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. For the year ended October 31, 2010, the Portfolio’s investment adviser fee totaled $16,009,463 of which $16,178 was allocated from Cash Management Portfolio and $15,993,285 was paid or accrued directly by the Portfolio. For the year ended October 31, 2010, the Portfolio’s investment adviser fee, including the portion allocated from Cash Management Portfolio, was 0.61% 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 year ended October 31, 2010, 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 $2,031,132,234 and $1,873,630,542, respectively, for the year ended October 31, 2010.

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2010, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	2,736,602,679


Gross unrealized appreciation	$	222,358,545
Gross unrealized depreciation		(117,394,543	)


Net unrealized appreciation	$	104,964,002

Boston Income Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

5 Restricted Securities

At October 31, 2010, the Portfolio owned the following securities (representing 0.6% 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/Units		Cost			Value

Stocks, Miscellaneous and Warrants

GNC Acquisition Holdings, Class A		3/15/07		204,221	$	1,021,105		$	2,634,451
GNC Acquisition Holdings, Preferred		3/15/07		69,779		348,895			454,261
Fontainebleau Equity Holdings, Class A		6/1/07		301,724		3,620,688			3,017
Fontainebleau Resorts LLC (PIK), Preferred		6/1/07		9,234		9,233,790			92
Muzak Holdings LLC, Variable Rate, (PIK), Preferred		6/18/10		113,977		1,139,737			199,450
Panolam Holdings Co.		12/30/09		6,997		3,844,852			5,563,385
Peninsula Gaming LLC, Convertible Preferred Membership Interests		7/8/99		6,338		0	⁽¹⁾		537,065
RathGibson Acquisition Co., LLC		6/14/10		367,800		1,951,930			8,621,232


Total Restricted Securities					$	21,160,997		$	18,012,953


(1)		Less than $0.50.

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 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 October 31, 2010 is as follows:

Credit Default Swaps — Sell Protection

Notional

Receive

Amount**

Annual

Net

Reference

Credit

(000’s

Fixed

Termination

Unrealized

Counterparty

Entity

Rating*

omitted)

Rate

Date

Appreciation

Bank of America

Amkor Technology, Inc.

Ba3/BB-

3,850

5.00%⁽¹

⁾

6/20/15

205,683

Citigroup, Inc.

First Data Corp.

Caa1/B-

10,440

5.00⁽¹

⁾

12/20/10

233,416

Goldman Sachs
Group, Inc.

Levi Strauss & Co.

B2/B+

3,300

5.00⁽¹

⁾

9/20/15

233,223

Goldman Sachs
Group, Inc.

Levi Strauss & Co.

B2/B+

6,600

5.00⁽¹

⁾

9/20/15

443,364

1,115,686


*		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 October 31, 2010, such maximum potential amount for all open credit default swaps in which the Portfolio is the seller was $24,190,000.

(1)		Upfront payment is exchanged with the counterparty as a result of the standardized trading coupon.

At October 31, 2010, 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 October 31, 2010, the Portfolio had no open derivatives with credit-related contingent features in a net liability position.

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 October 31, 2010, the maximum amount of loss the Portfolio would incur due to counterparty risk was $1,115,686, representing the fair value of such derivatives in an asset position, with the highest amount of any one counterparty being $676,587. Such amount would be reduced by any unamortized upfront payments received by the Portfolio. Counterparties may be required to pledge collateral in the form of cash,

Boston Income Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D

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 derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) and whose primary underlying risk exposure is credit risk at October 31, 2010 was as follows:


	Fair Value
Derivative	Asset Derivative⁽¹⁾		Liability Derivative


Credit default swap contracts	$	1,115,686	$	—


(1)		Statement of Assets and Liabilities location: Receivable for 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 year ended October 31, 2010 was as follows:


			Change in
			Unrealized
	Realized Gain		Appreciation
	(Loss) on		(Depreciation) on
	Derivatives		Derivatives
	Recognized in		Recognized in
Derivative	Income⁽¹⁾		Income⁽²⁾

Credit default swap contracts	$	2,006,638	$	(538,429	)


(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 year ended October 31, 2010, which is indicative of the volume of this derivative type, was approximately $21,313,000.

7 Line of Credit

The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $450 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 0.10% 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 year ended October 31, 2010.

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)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

At October 31, 2010, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:

Boston Income Portfolio as of October 31, 2010

NOTES TO FINANCIAL STATEMENTS CONT’D


	Quoted
	Prices in
	Active		Significant
	Markets for		Other		Significant
	Identical		Observable		Unobservable
	Assets		Inputs		Inputs

Asset Description	(Level 1)		(Level 2)		(Level 3)		Total

Senior Floating-Rate Interests (Less Unfunded Loan Commitments)	$	—	$	128,984,406	$	—	$	128,984,406
Corporate Bonds & Notes		—		2,539,846,895		6,848,177		2,546,695,072
Convertible Bonds		—		3,967,506		—		3,967,506
Common Stocks		779,809		106,470		16,925,489		17,811,768
Convertible Preferred Stocks		7,308,931		770,475		—		8,079,406
Preferred Stocks		2,399,973		199,450		454,353		3,053,776
Miscellaneous		—		548,035		—		548,035
Warrants		—		867,450		537,065		1,404,515
Short-Term Investments		—		131,022,197		—		131,022,197


Net Investments	$	10,488,713	$	2,806,312,884	$	24,765,084	$	2,841,566,681


Credit Default Swaps	$	—	$	1,115,686	$	—	$	1,115,686


Total	$	10,488,713	$	2,807,428,570	$	24,765,084	$	2,842,682,367

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


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

Balance as of October 31, 2009	$	456,573		$	2,471,444	$	422,255	$	616,668		$	711		$	3,967,651
Realized gains (losses)		38,091			—		—		—			31,177			69,268
Change in net unrealized appreciation (depreciation)*		(1,265,895	)		8,657,263		32,098		(79,603	)		1,401			7,345,264
Net purchases (sales)		(1,294,091	)		5,796,782		—		—			(33,289	)		4,469,402
Accrued discount (premium)		—			—		—		—			—			—
Net transfers to (from) Level 3**		8,913,499			—		—		—			—			8,913,499


Balance as of October 31, 2010	$	6,848,177		$	16,925,489	$	454,353	$	537,065		$	—		$	24,765,084


Change in net unrealized appreciation (depreciation) on investments still held as of October 31, 2010*	$	(1,265,895	)	$	8,657,263	$	32,098	$	(79,603	)	$	—		$	7,343,863


*		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.

Boston Income Portfolio as of October 31, 2010

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and the Investors of Boston
Income Portfolio:

We have audited the accompanying statement of assets and liabilities of Boston Income Portfolio (the “Portfolio”), including the portfolio of investments, as of October 31, 2010, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the supplementary data for each of the four years in the period then ended. These financial statements and supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and supplementary data based on our audits. The supplementary data for the year ended October 31, 2006, was audited by other auditors. Those auditors expressed an unqualified opinion on that supplementary data in their report dated December 27, 2006.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and supplementary data are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities and senior loans owned as of October 31, 2010, by correspondence with the custodian, brokers, and selling or agent banks; where replied were not received from brokers and selling or agent banks, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of Boston Income Portfolio as of October 31, 2010, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the four years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 21, 2010

Eaton Vance Income Fund of Boston

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 continuance 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 26, 2010, 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 for a series of meetings of the Contract Review Committee held between February and April 2010. 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 yield where relevant) to the investment performance of comparable funds over various time periods;
	•	Data regarding investment performance in comparison to relevant peer groups of similarly managed funds and appropriate indices;
	•	For each fund, comparative information concerning the fees charged and the services provided by each adviser in managing other mutual 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


	•	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 concerning 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 “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;
	•	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


	•	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;

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;
	•	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.

Eaton Vance Income Fund of Boston

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

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, 2010, 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 nine, thirteen, three, eight and fifteen times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the fund’s investment objective, as well as trading policies and procedures and risk management techniques.

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 continuance 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 evaluated 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 also 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

BOARD OF TRUSTEES’ CONTRACT APPROVAL CONT’D

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, 2009 for the Fund. On the basis of the foregoing and other relevant information provided by the Adviser in response to inquiries from the Contract Review Committee, 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 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, 2009, 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 being taken to reduce expenses at the fund complex level.

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, 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 its relationship 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 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 benefits from economies of scale are currently being shared equitably by the Adviser and its affiliates and the Fund. The Board also concluded that, assuming reasonably foreseeable increases in the assets of the Portfolio, the structure of the advisory fee, which includes breakpoints at several asset levels, can be expected to cause the Adviser and its affiliates and the Fund to continue to share such benefits equitably.

Eaton Vance Income Fund of Boston

MANAGEMENT AND ORGANIZATION

Fund Management. The Trustees of Eaton Vance Series Trust II (the Trust) and Boston Income Portfolio (the Portfolio) are responsible for the overall management and supervision of the Trust’s and Portfolio’s affairs. The Trustees and officers of the Trust and the Portfolio are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust and the Portfolio hold indefinite terms of office. The “Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust and the Portfolio, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. As used below, “EVC refers to Eaton Vance Corp., “EV” refers to Eaton Vance, Inc., “EVM” refers to Eaton Vance Management, “BMR” refers to Boston Management and Research, “Parametric” refers to Parametric Portfolio Associates LLC and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolio’s placement agent and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below.

Position(s)

Term of

Number of Portfolios

with the

Office and

Principal Occupation(s)

in Fund Complex

Other Directorships

Name and

Trust and

Length of

During Past Five Years and

Overseen By

Held During the

Year of Birth

the Portfolio

Service

Other Relevant Experience

Trustee⁽¹⁾

Last Five Years⁽²⁾

Interested Trustee

Thomas E. Faust Jr.
1958

Trustee

Since 2007

Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or officer of 184 registered investment companies and 1 private investment company managed by EVM or BMR. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust and Portfolio.

184

Director of EVC.

Noninterested Trustees

Benjamin C. Esty
1963

Trustee

Since 2005

Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.

184

None

Allen R. Freedman
1940

Trustee

Since 2007

Private Investor and Consultant. Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Formerly, Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007).

184

Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries).

William H. Park
1947

Trustee

Since 2003

Chief Financial Officer, Aveon Group L.P. (an investment management firm) (since 2010). Formerly, Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (2006-2010). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (an institutional investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981).

184

None

Ronald A. Pearlman
1940

Trustee

Since 2003

Professor of Law, Georgetown University Law Center. Formerly, Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury (1983-1985). Formerly, Chief of Staff, Joint Committee on Taxation, U.S. Congress (1988-1990).

184

None

Helen Frame Peters
1948

Trustee

Since 2008

Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998).

184

Director of BJ’s Wholesale Club, Inc. (wholesale club retailer). Formerly, Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds) (2000-2009). Formerly, Director of Federal Home Loan Bank of Boston (a bank for banks) (2007-2009).

Eaton Vance Income Fund of Boston

MANAGEMENT AND ORGANIZATION CONT’D

Position(s)

Term of

Number of Portfolios

with the

Office and

Principal Occupation(s)

in Fund Complex

Other Directorships

Name and

Trust and

Length of

During Past Five Years and

Overseen By

Held During the

Year of Birth

the Portfolio

Service

Other Relevant Experience

Trustee⁽¹⁾

Last Five Years⁽²⁾

Noninterested Trustees (continued)

Lynn A. Stout
1957

Trustee

Since 2001

Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law. Professor Stout teaches classes in corporate law and securities regulation and is the author of numerous academic and professional papers on these areas.

184

None

Ralph F. Verni
1943

Chairman of
the Board
and Trustee

Chairman of
the Board
since 2007
and Trustee
since 2005

Consultant and private investor. Formerly, Chief Investment Officer (1982-1992), Chief Financial Officer (1988-1990) and Director (1982-1992), New England Life. Formerly, Chairperson, New England Mutual Funds (1982-1992). Formerly, President and Chief Executive Officer, State Street Management & Research (1992-2000). Formerly, Chairperson, State Street Research Mutual Funds (1992-2000). Formerly, Director, W.P. Carey, LLC (1998-2004) and First Pioneer Farm Credit Corp. (2002-2006).

184

None

Principal Officers who are not Trustees


	Position(s)	Term of
	with the	Office and
Name and	Trust and	Length of	Principal Occupation(s)
Year of Birth	the Portfolio	Service	During Past Five Years


Michael W. Weilheimer 1961	President	Since 2002	Vice President of EVM and BMR. Officer of 26 registered investment companies managed by EVM or BMR.

Thomas P. Huggins 1966	Vice President	Vice President of the Trust since 2000 and of the Portfolio since 2001	Vice President of EVM and BMR. Officer of 4 registered investment companies managed by EVM or BMR.

Thomas Seto 1962	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

David M. Stein 1951	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 33 registered investment companies managed by EVM or BMR.

Barbara E. Campbell 1957	Treasurer	Of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Maureen A. Gemma 1960	Secretary and Chief Legal Officer	Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR. Officer of 184 registered investment companies managed by EVM or BMR.


(1)		Includes both master and feeder funds in a master-feeder structure.

(2)		During their respective tenures, the Trustees also served as trustees of one or more of the following Eaton Vance funds (which operated in the years noted): Eaton Vance Credit Opportunities Fund (launched in 2005 and terminated in 2010); Eaton Vance Insured Florida Plus Municipal Bond Fund (launched in 2002 and terminated in 2009); and Eaton Vance National Municipal Income Fund (launched in 1998 and terminated in 2009).

The SAI for the Fund includes additional information about the Trustees and officers of the Fund and the Portfolio and can be obtained without charge on Eaton Vance’s website at www.eatonvance.com or by calling 1-800-262-1122.

Investment Adviser of Boston Income Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Administrator of Eaton Vance Income Fund of Boston

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

BNY Mellon Asset Servicing

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Eaton Vance Income Fund of Boston

Two International Place

Boston, MA 02110

* FINRA BrokerCheck. Investors may check the background of their Investment Professional by contacting the Financial Industry Regulatory Authority (FINRA). FINRA BrokerCheck is a free tool to help investors check the professional background of current and former FINRA-registered securities firms and brokers. FINRA BrokerCheck is available by calling 1-800-289-9999 and at www.FINRA.org. The FINRA BrokerCheck brochure describing the program is available to investors at www.FINRA.org.

This report must be preceded or accompanied by a current prospectus or summary prospectus, if available. Before investing, investors should consider carefully the Fund’s investment objective(s), risks, and charges and expenses. The Fund’s current prospectus or summary prospectus, if available, contains this and other information about the Fund and is available through your financial advisor. Please read the prospectus carefully before you invest or send money. For further information please call 1-800-262-1122.

Item 2. Code of Ethics

The registrant has adopted a code of ethics applicable to its Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer. The registrant undertakes to provide a copy of such code of ethics to any person upon request, without charge, by calling 1-800-262-1122.

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 the Chief Financial Officer of Aveon Group, L.P. (an investment management firm). Previously, he served 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

(a)-(d)

Eaton Vance Income Fund of Boston (the “Fund”) is a series of Eaton Vance Series Trust II (the “Trust”), a Massachusetts business trust, which, including the Fund, contains a total of 2 series (the “Series”). The Trust is registered under the Investment Company Act of 1940 as an open-end management investment company. This Form N-CSR relates to the Fund’s annual report.

The following tables present the aggregate fees billed to the Fund for the Fund’s fiscal years ended October 31, 2009 and October 31, 2010, by the Fund’s principal accountant, Deloitte & Touche LLP (“D&T”), for professional services rendered for the audit of the Fund’s annual financial statements and fees billed for other services rendered by D&T during such periods.


Eaton Vance Income Fund of Boston
Fiscal Years Ended	10/31/09		10/31/10

Audit Fees	$	15,520	$	15,520
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	11,890	$	11,890
All Other Fees⁽³⁾	$	1,500	$	1,400

Total	$	28,910	$	28,810


¹⁾		Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit of financial statements and are not reported under the category of audit fees.

⁽²⁾		Tax fees consist of the aggregate fees billed for professional services rendered by the principal accountant relating to tax compliance, tax advice, and tax planning and specifically include fees for tax return preparation.

⁽³⁾		All other fees consist of the aggregate fees billed for products and services provided by the principal accountant other than audit, audit-related, and tax services.

The various Series comprising the Trust have differing fiscal year ends (October 31 or June 30). The following table presents the aggregate audit, audit-related, tax, and other fees billed to all of the Series in the Trust by D&T for the last two fiscal years of each Series.


Fiscal Years Ended	6/30/09		10/31/09		6/30/10		10/31/10

Audit Fees	$	68,000	$	15,520	$	68,000	$	15,520
Audit-Related Fees⁽¹⁾	$	0	$	0	$	0	$	0
Tax Fees⁽²⁾	$	10,140	$	11,890	$	10,140	$	11,890
All Other Fees⁽³⁾	$	0	$	1,500	$	1,400	$	1,400

Total	$	78,140	$	28,910	$	79,540	$	28,810


⁽¹⁾		Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit of financial statements and are not reported under the category of audit fees.

⁽²⁾		Tax fees consist of the aggregate fees billed for professional services rendered by the principal accountant relating to tax compliance, tax advice, and tax planning and specifically include fees for tax return preparation.

⁽³⁾		All other fees consist of the aggregate fees billed for products and services provided by the principal accountant other than audit, audit-related, and tax services.

(e)(1) The registrant’s audit committee has adopted policies and procedures relating to the pre-approval of services provided by the registrant’s principal accountant (the “Pre-Approval Policies”). The Pre-Approval Policies establish a framework intended to assist the audit committee in the proper discharge of its pre-approval responsibilities. As a general matter, the Pre-Approval Policies (i) specify certain types of audit, audit-related, tax, and other services determined to be pre-approved by the audit committee; and (ii) delineate specific procedures governing the mechanics of the pre-approval process, including the approval and monitoring of audit and non-audit service fees. Unless a service is specifically pre-approved under the Pre-Approval Policies, it must be separately pre-approved by the audit committee.

The Pre-Approval Policies and the types of audit and non-audit services pre-approved therein must be reviewed and ratified by the registrant’s audit committee at least annually. The registrant’s audit committee maintains full responsibility for the appointment, compensation, and oversight of the work of the registrant’s principal accountant.

(e)(2) No services described in paragraphs (b)-(d) above were approved by the registrant’s audit committee pursuant to the “de minimis exception” set forth in Rule 2-01(c)(7)(i)(C) of Regulation S-X.

(f) Not applicable.

(g) The following table presents (i) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed for services rendered to all of the Series in the Trust by D&T for the last two fiscal years of each series; and (ii) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to the Eaton Vance organization by D&T for the last two fiscal years of each Series.


Fiscal Years Ended	6/30/09		10/31/09		6/30/10		10/31/10

Registrant⁽¹⁾	$	10,140	$	13,390	$	11,540	$	13,290
Eaton Vance⁽²⁾	$	276,982	$	280,861	$	215,011	$	278,901


⁽¹⁾		Includes all of the Series of the Trust. During the fiscal years reported above, certain of the Funds were “feeder” funds in a “master-feeder” fund structure or funds of funds.

⁽²⁾		Various subsidiaries of Eaton Vance Corp. act in either an investment advisory and/or service provider capacity with respect to the Series and/or their respective “master” funds (if applicable).

(h) The registrant’s audit committee has considered whether the provision by the registrant’s principal accountant of non-audit services to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X is compatible with maintaining the principal accountant’s independence.

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 required in this filing.

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

Not required in this filing.

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

Not required in this filing.

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.

Item 12. Exhibits


(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.


		buyers) and remain exempt from registration. At October 31, 2010, the aggregate value of these securities is $996,363,303 or 34.2% of the Portfolio’s net assets.

(6)		Security valued at fair value using methods determined in good faith by or at the direction of the Trustees.

(7)		Principal amount is less than $1,000.

(8)		Restricted security (see Note 5).

(9)		Non-income producing security.

(10)		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 October 31, 2010.

(11)		Net income allocated from the investment in Eaton Vance Cash Reserves Fund, LLC and Cash Management Portfolio, an affiliated investment company, for the year ended October 31, 2010 was $181,403 and $0, respectively.

(12)		Amount is less than 0.05%.


(1)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

(2)		The investment adviser waived a portion of its investment adviser fee (equal to less than 0.01% of average daily net assets for the year ended October 31, 2006).