Eaton Vance Floating Rate Portfolio N-CSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number			811- 09987
Floating Rate Portfolio
(Exact name of registrant as specified in charter)
The Eaton Vance Building, 255 State Street, Boston, Massachusetts					02109
(Address of principal executive offices)					(Zip code)
Alan R. Dynner The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109
(Name and address of agent for service)
Registrant’s telephone number, including area code:				(617) 482-8260
Date of fiscal year end:	October 31
Date of reporting period:		April 30, 2005

Item 1. Reports to Stockholders

Floating Rate Portfolio as of April 30, 2005

PORTFOLIO OF INVESTMENTS (Unaudited)

Senior Floating Rate Interests — 8 9 . 0% (1)

Principal Amount		Borrower/Tranche Description	Value
Aerospace and Defense — 1.7%
		Alliant Techsystems, Inc.
$	13,831,924	Term Loan, 4.69%, Maturing March 31, 2011	$	14,073,983
		CACI International, Inc.
9,335,725		Term Loan, 4.96%, Maturing May 3, 2011	9,481,596
		Ceradyne, Inc.
6,701,325		Term Loan, 4.88%, Maturing August 18, 2011	6,810,222
		DRS Tec9hnologies, Inc.
8,720,310		Term Loan, 4.97%, Maturing November 4, 2010	8,838,854
		Hexcel Corp.
9,580,000		Term Loan, 4.83%, Maturing March 1, 2012	9,698,256
		K&F Industries, Inc.
9,992,100		Term Loan, 5.57%, Maturing November 18, 2012	10,172,168
		Standard Aero Holdings, Inc.
9,364,354		Term Loan, 5.59%, Maturing August 24, 2012	9,516,525
		Transdigm, Inc.
16,716,658		Term Loan, 4.94%, Maturing July 22, 2010	16,983,088
		United Defense Industries, Inc.
6,955,304		Term Loan, 5.07%, Maturing August 31, 2009	6,969,792
		Vought Aircraft Industries, Inc.
4,000,000		Term Loan, 5.02%, Maturing December 17, 2011	4,060,000
7,656,941		Term Loan, 5.57%, Maturing December 22, 2011	7,776,581
		Wyle Laboratories, Inc.
4,515,000		Term Loan, 5.50%, Maturing January 28, 2011	4,594,012
			$	108,975,077
Air Transport — 0.3%
		United Airlines, Inc.
$	16,134,261	DIP Loan, 7.50%, Maturing June 30, 2005	$	16,241,828
			$	16,241,828
Automotive — 4.1%
		Accuride Corp.
$	15,121,292	Term Loan, 5.31%, Maturing January 31, 2012	$	15,133,888
		Affina Group, Inc.
6,041,858		Term Loan, 5.44%, Maturing November 30, 2011	6,121,912
		Citation Corp.
922,222		Revolving Loan, 2.44%, Maturing March 31, 2005	917,611
		Collins & Aikman Products Co.
500,000		Revolving Loan, 7.36%, Maturing December 31, 2005	500,937
12,477,121		Revolving Loan, 7.94%, Maturing August 31, 2011	12,388,745
		CSA Acquisition Corp.
$	3,955,669	Term Loan, 5.13%, Maturing December 23, 2011	$	3,973,798
4,010,615		Term Loan, 5.13%, Maturing December 23, 2011	4,028,996
		Dayco Products, LLC
12,681,131		Term Loan, 6.24%, Maturing June 23, 2011	12,918,902
		Dura Operating Corp.
3,878,806		Term Loan, 7.25%, Maturing March 31, 2007	3,907,091
		Exide Technologies
2,533,703		Term Loan, 6.24%, Maturing May 5, 2010	2,527,369
2,533,703		Term Loan, 6.24%, Maturing May 5, 2010	2,555,873
		Federal-Mogul Corp.
5,137,364		Term Loan, 6.81%, Maturing December 31, 2005	5,150,207
4,754,768		Revolving Loan, 4.57%, Maturing December 31, 2005	4,361,311
4,108,827		Term Loan, 5.31%, Maturing December 31, 2005	3,696,917
6,000,000		Term Loan, 5.56%, Maturing December 31, 2005	5,469,378
11,908,128		Revolving Loan, 6.30%, Maturing December 31, 2005	11,937,899
		Goodyear Tire & Rubber Co.
5,890,000		Term Loan, 4.67%, Maturing April 30, 2010	5,908,406
19,720,000		Term Loan, 5.89%, Maturing April 30, 2010	19,589,710
1,000,000		Term Loan, 6.64%, Maturing March 1, 2011	952,500
		HLI Operating Co., Inc.
9,153,891		Term Loan, 6.52%, Maturing June 3, 2009	9,153,891
4,550,000		Term Loan, 8.69%, Maturing June 3, 2010	4,538,625
		Key Automotive Group
5,394,537		Term Loan, 5.86%, Maturing June 29, 2010	5,428,253
		Keystone Automotive Operations, Inc.
11,573,952		Term Loan, 5.19%, Maturing October 30, 2009	11,663,164
		Meridian Automotive Systems, Inc.
981,413		Term Loan, 7.85%, Maturing April 27, 2010	969,146
		Metaldyne Corp.
9,394,986		Term Loan, 7.62%, Maturing December 31, 2009	9,230,573
		Plastech Engineered Products, Inc.
6,573,103		Term Loan, 7.85%, Maturing March 31, 2010	6,476,564
		R.J. Tower Corp.
3,060,000		DIP Loan, 2.47%, Maturing February 2, 2007	3,056,175
		Tenneco Automotive, Inc.
11,860,733		Term Loan, 5.12%, Maturing December 12, 2009	12,107,828
4,505,755		Term Loan, 5.11%, Maturing December 12, 2010	4,599,624
		TI Automotive, Ltd.
7,565,000		Term Loan, 6.03%, Maturing June 30, 2011	7,508,262

See notes to financial statements

16

Principal Amount		Borrower/Tranche Description	Value
Automotive (continued)
		Trimas Corp.
$	8,490,230	Term Loan, 6.90%, Maturing December 31, 2009	$	8,624,656
		TRW Automotive, Inc.
10,900,000		Term Loan, 5.34%, Maturing June 30, 2009	11,013,545
14,064,750		Term Loan, 3.88%, Maturing October 31, 2010	14,130,686
21,921,264		Term Loan, 4.38%, Maturing June 30, 2012	21,995,248
		United Components, Inc.
7,599,505		Term Loan, 5.29%, Maturing June 30, 2010	7,703,998
			$	260,241,688
Beverage and Tobacco — 1.2%
		Constellation Brands, Inc.
$	32,799,860	Term Loan, 4.99%, Maturing November 30, 2011	$	33,125,300
		Culligan International Co.
7,150,000		Term Loan, 5.41%, Maturing September 30, 2011	7,255,763
		DS Waters, L.P.
1,670,683		Term Loan, 7.49%, Maturing November 7, 2009	1,605,944
		National Dairy Holdings, L.P.
8,470,000		Term Loan, 4.97%, Maturing March 15, 2012	8,581,169
		Southern Wine & Spirits of America, Inc.
21,397,961		Term Loan, 5.35%, Maturing July 2, 2008	21,718,930
		Sunny Delight Beverages Co.
4,838,235		Term Loan, 6.82%, Maturing August 20, 2010	4,835,211
			$	77,122,317
Building and Development — 6.4%
		AIMCO Properties, L.P.
$	29,843,750	Term Loan, 4.75%, Maturing November 2, 2009	$	30,366,016
		Contech Construction Products, Inc.
3,161,078		Term Loan, 5.63%, Maturing December 7, 2010	3,216,396
		DMB/CHII, LLC
2,312,083		Term Loan, 5.42%, Maturing March 3, 2007	2,317,863
		Empire Hawkeye Partners, L.P.
6,966,857		Term Loan, 2.65%, Maturing December 1, 2009	6,975,566
		Formica Corp.
2,588,966		Term Loan, 7.75%, Maturing June 10, 2010	2,614,856
1,324,017		Term Loan, 7.76%, Maturing June 10, 2010	1,337,257
3,780,319		Term Loan, 7.76%, Maturing June 10, 2010	3,818,122
1,068,362		Term Loan, 7.76%, Maturing June 10, 2010	1,079,045
		FT-FIN Acquisition, LLC
7,290,566		Term Loan, 7.38%, Maturing November 17, 2007	7,308,792
		General Growth Properties, Inc.
$	5,735,946	Term Loan, 5.11%, Maturing November 12, 2007	$	5,770,304
54,053,519		Term Loan, 5.10%, Maturing November 12, 2008	54,495,515
		Landsource Communities, LLC
18,000,000		Term Loan, 5.50%, Maturing March 31, 2010	18,247,500
		LNR Property Corp.
33,711,829		Term Loan, 5.81%, Maturing March 8, 2008	33,893,030
		LNR Property Holdings
5,650,000		Term Loan, 7.31%, Maturing March 8, 2008	5,678,250
		MAAX Corp.
6,606,359		Term Loan, 5.70%, Maturing June 4, 2011	6,680,681
		Macerich Partnership, L.P.
8,697,700		Revolving Loan, 3.48%, Maturing July 30, 2008	8,697,700
		Mueller Group, Inc.
14,531,780		Term Loan, 5.78%, Maturing April 23, 2011	14,704,345
		NCI Building Systems, Inc.
9,062,900		Term Loan, 4.75%, Maturing June 18, 2010	9,184,687
		Newkirk Master, L.P.
12,075,647		Term Loan, 7.56%, Maturing November 24, 2006	12,256,781
		Newkirk Tender Holdings, LLC
5,401,619		Term Loan, 7.59%, Maturing May 25, 2006	5,442,131
3,333,333		Term Loan, 9.09%, Maturing May 25, 2006	3,358,333
		Nortek, Inc.
16,957,288		Term Loan, 5.59%, Maturing August 27, 2011	17,201,049
		Panolam Industries Holdings
6,141,504		Term Loan, 6.13%, Maturing December 3, 2010	6,225,950
		Ply Gem Industries, Inc.
1,310,335		Term Loan, 5.28%, Maturing February 12, 2011	1,313,611
3,345,832		Term Loan, 5.60%, Maturing February 12, 2011	3,354,197
8,917,630		Term Loan, 5.60%, Maturing February 12, 2011	8,939,925
		South Edge, LLC
11,312,500		Term Loan, 4.44%, Maturing October 31, 2007	11,369,062
3,437,500		Term Loan, 4.69%, Maturing October 31, 2009	3,482,617
		St. Marys Cement, Inc.
16,220,537		Term Loan, 5.09%, Maturing December 4, 2010	16,423,294
		Stile Acquisition Corp.
6,074,826		Term Loan, 7.25%, Maturing April 6, 2013	6,084,320
		Stile U.S. Acquisition Corp.
6,085,174		Term Loan, 7.25%, Maturing April 6, 2013	6,094,686
		Sugarloaf Mills, L.P.
5,975,000		Term Loan, 4.75%, Maturing April 7, 2007	5,975,000
12,000,000		Term Loan, 4.75%, Maturing April 7, 2007	12,063,060

See notes to financial statements

17

Principal Amount		Borrower/Tranche Description	Value
Building and Development (continued)
		The Macerich Partnership, L.P.
$	9,310,000	Term Loan, 6.35%, Maturing April 25, 2006	$	9,321,637
8,280,000		Term Loan, 6.25%, Maturing April 25, 2010	8,280,000
		The Woodlands Community Property Co.
9,888,000		Term Loan, 5.11%, Maturing November 30, 2007	10,011,600
4,090,000		Term Loan, 7.11%, Maturing November 30, 2007	4,151,350
		Tousa/Kolter, LLC
10,937,333		Term Loan, 4.19%, Maturing January 7, 2008	10,992,020
		Tower Financing, LLC
7,300,000		Term Loan, 6.35%, Maturing July 9, 2008	7,309,125
		Trustreet Properties, Inc.
5,700,000		Term Loan, 4.89%, Maturing April 8, 2010	5,789,063
		WFP Tower A Co., L.P.
3,000,000		Term Loan, 5.10%, Maturing June 12, 2006	3,002,814
		Whitehall Street Real Estate, L.P.
12,013,859		Term Loan, 6.82%, Maturing September 11, 2006(2)	12,281,768
			$	407,109,318
Business Equipment and Services — 2.2%
		Allied Security Holdings, LLC
$	8,176,191	Term Loan, 7.35%, Maturing June 30, 2010	$	8,257,952
		Baker & Taylor, Inc.
7,992,000		Revolving Loan, 3.25%, Maturing May 6, 2011	7,912,080
4,650,000		Term Loan, 9.35%, Maturing May 6, 2011	4,708,125
		Buhrmann US, Inc.
10,943,796		Term Loan, 5.16%, Maturing December 31, 2010	11,155,832
		DynCorp International, LLC
7,635,000		Term Loan, 6.06%, Maturing February 11, 2011	7,701,806
		Global Imaging Systems, Inc.
6,145,507		Term Loan, 4.48%, Maturing May 10, 2010	6,174,317
		Info USA, Inc.
5,154,762		Term Loan, 5.50%, Maturing March 25, 2009	5,180,536
2,689,250		Term Loan, 5.75%, Maturing June 4, 2010	2,709,419
		Iron Mountain, Inc.
20,017,758		Term Loan, 4.69%, Maturing April 2, 2011	20,270,482
25,415,000		Term Loan, 4.75%, Maturing April 2, 2011	25,759,170
		Language Line, Inc.
12,243,182		Term Loan, 7.10%, Maturing June 11, 2011	12,394,312
		Mitchell International, Inc.
5,743,306		Term Loan, 6.09%, Maturing August 13, 2011	5,843,814
		Protection One, Inc.
6,660,000		Term Loan, 6.07%, Maturing April 18, 2011	6,734,925
		Quintiles Transnational Corp.
$	8,184,651	Term Loan, 4.84%, Maturing September 25, 2009	$	8,225,574
		Williams Scotsman, Inc.
5,654,739		Term Loan, 5.97%, Maturing December 31, 2006	5,732,491
			$	138,760,835
Cable and Satellite Television — 3.8%
		Adelphia Communications Corp.
$	21,470,000	DIP Loan, 5.38%, Maturing March 31, 2006	$	21,580,699
		Atlantic Broadband Finance, LLC
9,948,328		Term Loan, 5.70%, Maturing February 10, 2011	10,172,165
		Bragg Communication, Inc.
7,685,639		Term Loan, 5.39%, Maturing August 31, 2011	7,772,103
		Bresnan Communications, LLC
3,312,528		Term Loan, 6.87%, Maturing September 30, 2009	3,351,864
3,000,000		Term Loan, 6.56%, Maturing September 30, 2010	3,047,343
		Canadian Cable Aquisition
6,651,575		Term Loan, 6.09%, Maturing July 30, 2011	6,736,802
		Cebridge Connections, Inc.
5,247,000		Term Loan, 6.16%, Maturing February 23, 2009	5,279,794
		Charter Communications Operating, LLC
12,000,000		Term Loan, 6.19%, Maturing April 27, 2010	11,841,132
58,582,437		Term Loan, 6.44%, Maturing April 27, 2011	58,014,949
		Insight Midwest Holdings, LLC
14,234,887		Term Loan, 5.75%, Maturing December 31, 2009	14,464,723
9,875,000		Term Loan, 5.75%, Maturing December 31, 2009	10,038,560
		MCC Iowa, LLC
2,530,750		Term Loan, 4.51%, Maturing March 31, 2010	2,522,841
9,922,513		Term Loan, 5.36%, Maturing September 30, 2010	9,955,842
		Mediacom Illinois, LLC
16,408,875		Term Loan, 4.99%, Maturing March 31, 2013	16,624,241
		NTL, Inc.
11,300,000		Term Loan, 6.41%, Maturing April 13, 2012	11,413,000
		Telewest Global Finance, LLC
2,915,000		Term Loan, 5.39%, Maturing December 22, 2012	2,952,653
2,225,000		Term Loan, 5.89%, Maturing December 22, 2013	2,249,337
		UGS Corp.
27,481,156		Term Loan, 4.87%, Maturing March 31, 2012	28,030,779
		UPC Broadband Holdings B.V.
17,930,000		Term Loan, 5.75%, Maturing September 30, 2012	17,958,168
			$	244,006,995

See notes to financial statements

18

Principal Amount		Borrower/Tranche Description	Value
Chemicals and Plastics — 3.7%
		Brenntag AG
$	16,680,000	Term Loan, 5.88%, Maturing December 9, 2011	$	16,922,561
		Hercules, Inc.
8,544,415		Term Loan, 4.87%, Maturing October 8, 2010	8,667,241
		Huntsman International, LLC
21,724,690		Term Loan, 5.50%, Maturing December 31, 2010	22,110,303
		Huntsman, LLC
11,000,000		Term Loan, 6.05%, Maturing March 31, 2010	11,181,500
		Innophos, Inc.
13,875,456		Term Loan, 5.36%, Maturing August 13, 2010	14,022,883
		Invista B.V.
14,803,412		Term Loan, 5.88%, Maturing April 29, 2011	15,094,861
6,422,707		Term Loan, 5.88%, Maturing April 29, 2011	6,549,157
		ISP Chemco, Inc.
12,548,250		Term Loan, 5.03%, Maturing March 27, 2011	12,712,946
		Kraton Polymer
10,760,093		Term Loan, 5.78%, Maturing December 23, 2010	10,948,394
		Mosaic Co.
12,095,000		Term Loan, 4.57%, Maturing February 21, 2012	12,223,509
		Nalco Co.
3,272,971		Term Loan, 5.68%, Maturing November 4, 2009	3,321,555
33,306,320		Term Loan, 5.00%, Maturing November 4, 2010	33,842,352
		Niagara Acquisition, Inc.
7,295,000		Term Loan, 5.13%, Maturing February 11, 2012	7,386,188
		Professional Paint, Inc.
3,301,671		Term Loan, 6.04%, Maturing September 30, 2011	3,347,069
		Resolution Specialty Materials
6,766,000		Term Loan, 5.69%, Maturing August 2, 2010	6,846,346
		Rockwood Specialties Group, Inc.
27,925,000		Term Loan, 5.43%, Maturing December 10, 2012	28,282,803
		Solo Cup Co.
19,369,941		Term Loan, 5.08%, Maturing February 27, 2011	19,626,593
		Wellman, Inc.
4,750,000		Term Loan, 6.74%, Maturing February 10, 2009	4,846,981
		Westlake Chemical Corp.
303,125		Term Loan, 5.44%, Maturing July 31, 2010	307,104
			$	238,240,346
Clothing/Textiles — 0.4%
		Propex Fabrics, Inc.
$	10,897,063	Term Loan, 5.04%, Maturing December 31, 2011	$	10,978,790
		SI Corp.
469,019		Revolving Loan, 1.18%, Maturing December 2, 2009	458,466
9,105,404		Term Loan, 7.10%, Maturing December 9, 2009	9,259,058
		St. John Knits International, Inc.
5,200,000		Term Loan, 5.60%, Maturing March 23, 2012	5,252,000
		The William Carter Co.
558,379		Term Loan, 5.06%, Maturing September 30, 2008	566,755
			$	26,515,069
Conglomerates — 1.8%
		Amsted Industries, Inc.
$	19,161,625	Term Loan, 5.90%, Maturing October 15, 2010	$	19,469,016
		Blount, Inc.
7,721,180		Term Loan, 5.86%, Maturing August 9, 2010	7,845,043
		Gentek, Inc.
5,505,000		Term Loan, 5.81%, Maturing February 25, 2011	5,495,537
		Goodman Global Holdings, Inc.
10,508,663		Term Loan, 5.50%, Maturing December 23, 2011	10,685,996
		Johnson Diversey, Inc.
7,990,000		Term Loan, 4.64%, Maturing November 30, 2009	8,049,925
11,016,784		Term Loan, 4.98%, Maturing November 30, 2009	11,166,546
		Polymer Group, Inc.
13,101,667		Term Loan, 6.34%, Maturing April 27, 2010	13,374,614
2,500,000		Term Loan, 9.34%, Maturing April 27, 2011	2,562,500
		PP Acquisition Corp.
17,674,429		Term Loan, 5.35%, Maturing November 12, 2011	17,895,360
		Rexnord Corp.
8,893,044		Term Loan, 6.27%, Maturing November 25, 2009	8,929,176
		Roper Industries, Inc.
10,054,222		Term Loan, 4.25%, Maturing December 13, 2009	10,121,254
			$	115,594,967

See notes to financial statements

19

Principal Amount		Borrower/Tranche Description		Value
Containers and Glass Products — 4.5%
		Ball Corp.
$	2,178,520	Term Loan, 4.81%, Maturing December 31, 2009	��	$	2,188,051
5,586,041		Term Loan, 4.81%, Maturing December 31, 2009		5,648,884
		Berry Plastics Corp.
16,937,682		Term Loan, 4.77%, Maturing June 30, 2010		17,223,505
		BWAY Corp.
8,392,908		Term Loan, 5.25%, Maturing June 30, 2011		8,522,301
		Celanese AG
7,250,000		Term Loan, 2.87%, Maturing June 4, 2011		7,374,613
		Celanese Holdings, LLC
25,344,002		Term Loan, 5.63%, Maturing April 6, 2009		25,823,156
		Consolidated Container Holding
5,582,813		Term Loan, 6.69%, Maturing December 15, 2008		5,656,087
		Dr. Pepper/Seven Up Bottling
26,173,305		Term Loan, 5.32%, Maturing December 19, 2010		26,637,881
		Graham Packaging Holdings Co.
30,658,163		Term Loan, 5.64%, Maturing October 7, 2011		31,101,602
1,500,000		Term Loan, 7.31%, Maturing April 7, 2012		1,539,188
		Graphic Packaging International, Inc.
1,370,769		Term Loan, 1.46%, Maturing August 8, 2007		1,335,928
39,048,604		Term Loan, 5.51%, Maturing August 8, 2009		39,648,977
		IPG (US), Inc.
10,497,250		Term Loan, 5.14%, Maturing July 28, 2011		10,641,587
		Kranson Industries, Inc.
4,118,875		Term Loan, 5.85%, Maturing July 30, 2011		4,180,658
		Owens-Illinois, Inc.
3,772,178		Term Loan, 5.53%, Maturing April 1, 2007		3,836,776
4,073,548		Term Loan, 5.73%, Maturing April 1, 2008		4,156,037
725,064		Term Loan, 5.85%, Maturing April 1, 2008		739,339
		Printpack Holdings, Inc.
11,356,435		Term Loan, 5.31%, Maturing March 31, 2009		11,512,586
		Silgan Holdings, Inc.
29,429,025		Term Loan, 4.87%, Maturing November 30, 2008		29,815,281
		Smurfit-Stone Container Corp.
3,225,483		Term Loan, 2.10%, Maturing November 1, 2010		3,284,448
27,707,980		Term Loan, 4.80%, Maturing November 1, 2011		28,178,434
10,161,898		Term Loan, 4.92%, Maturing November 1, 2011		10,334,437
		U.S. Can Corp.
7,868,019		Term Loan, 6.94%, Maturing January 15, 2010		7,907,359
				$	287,287,115
Cosmetics/Toiletries — 0.8%
		American Safety Razor Co.
$	3,610,000	Term Loan, 5.71%, Maturing February 28, 2012		$	3,673,175
		Church & Dwight Co., Inc.
22,627,833		Revolving Loan, 4.81%, Maturing May 30, 2011		22,957,815
		Prestige Brands, Inc.
15,831,698		Term Loan, 5.39%, Maturing April 7, 2011		16,062,572
		Revlon Consumer Products Corp.
5,302,500		Term Loan, 9.24%, Maturing July 9, 2010		5,527,856
				$	48,221,418
Drugs — 0.5%
		Warner Chilcott Corp.
$	8,595,444	Term Loan, 5.72%, Maturing January 18, 2012		$	8,681,398
3,970,853		Term Loan, 5.72%, Maturing January 18, 2012		4,010,561
21,331,227		Term Loan, 6.73%, Maturing January 18, 2012		21,544,540
				$	34,236,499
Ecological Services and Equipment — 1.0%
		Alderwoods Group, Inc.
$	6,194,356	Term Loan, 4.88%, Maturing September 29, 2009		$	6,291,143
		Allied Waste Industries, Inc.
9,573,781		Term Loan, 4.87%, Maturing January 15, 2010		9,603,105
25,849,209		Term Loan, 5.14%, Maturing January 15, 2012		25,938,802
		Environmental Systems, Inc.
7,734,882		Term Loan, 6.51%, Maturing December 12, 2008		7,884,746
1,000,000		Term Loan, 13.08%, Maturing December 12, 2010		1,033,750
		IESI Corp.
6,867,647		Term Loan, 5.09%, Maturing January 20, 2012		6,966,369
		Sensus Metering Systems, Inc.
7,243,478		Term Loan, 5.43%, Maturing December 17, 2010		7,315,913
1,086,522		Term Loan, 5.43%, Maturing December 17, 2010		1,097,387
				$	66,131,215

See notes to financial statements

20

Principal Amount		Borrower/Tranche Description	Value
Electronics/Electrical — 2.8%
		AMI Semiconductor, Inc.
$	7,825,000	Term Loan, 4.36%, Maturing April 1, 2012	$	7,878,797
		Amphenol Corp.
19,288,580		Term Loan, 4.33%, Maturing May 6, 2010	19,556,807
		Cellnet Technology, Inc.
4,015,000		Term Loan, 7.75%, Maturing April 26, 2012	4,015,000
		Communications & Power, Inc.
6,842,205		Term Loan, 5.25%, Maturing July 23, 2010	6,946,980
		Enersys Capital, Inc.
8,437,323		Term Loan, 4.99%, Maturing March 17, 2011	8,590,250
		Fairchild Semiconductor Corp.
10,078,434		Term Loan, 4.69%, Maturing June 19, 2008	10,198,116
7,541,100		Term Loan, 4.69%, Maturing December 31, 2010	7,663,643
		Invensys International Holding
18,670,574		Term Loan, 6.88%, Maturing September 5, 2009	18,962,302
		Memec Group Limited
9,700,000		Term Loan, 5.53%, Maturing June 15, 2009	9,700,000
		Panavision, Inc.
3,186,918		Term Loan, 9.64%, Maturing January 12, 2007	3,260,615
		Rayovac Corp.
26,205,000		Term Loan, 4.86%, Maturing February 1, 2015	26,688,168
		Seagate Technology Holdings
13,824,956		Term Loan, 5.26%, Maturing November 22, 2006	14,092,814
		Securityco, Inc.
7,071,563		Term Loan, 7.00%, Maturing June 28, 2010	7,159,957
		Telcordia Technologies, Inc.
13,355,000		Term Loan, 5.83%, Maturing September 15, 2012	13,296,572
		United Online, Inc.
1,663,458		Term Loan, 5.95%, Maturing December 13, 2008	1,686,331
		Vertafore, Inc.
7,006,188		Term Loan, 5.62%, Maturing December 22, 2010	7,102,523
		Viasystems, Inc.
8,977,500		Term Loan, 4.68%, Maturing September 30, 2009	9,071,019
			$	175,869,894
Equipment Leasing — 0.7%
		Ashtead Group, PLC
$	5,125,000	Term Loan, 5.31%, Maturing November 12, 2009	$	5,198,672
		Maxim Crane Works, L.P.
10,771,556		Term Loan, 5.81%, Maturing January 28, 2010	10,953,326
		United Rentals, Inc.
4,998,149		Term Loan, 3.36%, Maturing February 14, 2011	5,071,562
24,572,114		Term Loan, 5.31%, Maturing February 14, 2011	24,940,696
			$	46,164,256
Farming/Agriculture — 0.3%
		Central Garden & Pet Co.
$	11,333,973	Term Loan, 4.75%, Maturing May 19, 2009	$	11,461,480
		The Scotts Co.
5,549,123		Term Loan, 4.56%, Maturing September 30, 2010	5,622,949
			$	17,084,429
Financial Intermediaries — 1.2%
		Coinstar, Inc.
$	7,112,697	Term Loan, 5.13%, Maturing July 7, 2011	$	7,246,060
		Corrections Corp. of America
5,941,745		Term Loan, 5.09%, Maturing March 31, 2008	5,971,454
		Fidelity National Information Solutions, Inc.
43,456,500		Term Loan, 4.66%, Maturing March 9, 2013	43,347,859
		Refco Group Ltd., LLC
18,578,625		Term Loan, 5.02%, Maturing August 5, 2011	18,764,411
		Wackenhut Corrections Corp.
2,056,789		Term Loan, 5.63%, Maturing July 9, 2009	2,087,641
			$	77,417,425

See notes to financial statements

21

Principal Amount		Borrower/Tranche Description	Value
Food Products — 2.2%
		Acosta Sales Co., Inc.
$	8,109,250	Term Loan, 5.48%, Maturing August 13, 2010	$	8,220,752
		American Seafoods Holdings, LLC
741,130		Term Loan, 6.09%, Maturing September 30, 2007	744,372
4,797,708		Term Loan, 6.34%, Maturing March 31, 2009	4,874,174
		Atkins Nutritional, Inc.
1,842,539		Term Loan, 8.25%, Maturing November 26, 2009(4)	1,171,855
		Del Monte Corp.
5,500,000		Term Loan, 4.69%, Maturing February 8, 2012	5,583,188
		Doane Pet Care Co.
11,601,650		Term Loan, 6.70%, Maturing November 5, 2009	11,826,432
		Dole Food Company, Inc.
11,562,244		Term Loan, 4.57%, Maturing April 18, 2012	11,663,414
		Herbalife International, Inc.
9,503,688		Term Loan, 4.66%, Maturing December 21, 2010	9,675,942
		Interstate Brands Corp.
1,875,000		Term Loan, 6.95%, Maturing July 19, 2006	1,845,313
1,972,066		Term Loan, 6.82%, Maturing July 19, 2007	1,938,172
6,046,139		Term Loan, 7.22%, Maturing July 19, 2007	5,958,470
		Merisant Co.
13,976,063		Term Loan, 6.44%, Maturing January 11, 2010	14,013,910
		Michael Foods, Inc.
12,829,879		Term Loan, 5.07%, Maturing November 20, 2010	13,022,327
6,200,000		Term Loan, 6.59%, Maturing November 20, 2011	6,386,000
		Nash-Finch Co.
6,300,000		Term Loan, 5.00%, Maturing November 12, 2010	6,402,375
		Pinnacle Foods Holdings Corp.
22,374,000		Term Loan, 6.35%, Maturing November 25, 2010	22,650,185
		Reddy Ice Group, Inc.
2,091,269		Term Loan, 5.56%, Maturing July 31, 2009	2,103,687
9,228,806		Term Loan, 5.56%, Maturing July 31, 2009	9,312,447
			$	137,393,015
Food Service — 1.9%
		AFC Enterprises, Inc.
$	3,468,468	Term Loan, 7.75%, Maturing May 23, 2007	$	3,481,475
481,774		Term Loan, 7.50%, Maturing May 23, 2008	484,183
		Buffets, Inc.
227,273		Term Loan, 6.05%, Maturing June 28, 2009	229,167
11,017,713		Term Loan, 6.27%, Maturing June 28, 2009	11,109,524
		Carrols Corp.
8,408,925		Term Loan, 5.63%, Maturing December 31, 2010	8,554,332
		CKE Restaurants, Inc.
$	3,898,253	Term Loan, 4.94%, Maturing July 2, 2010	$	3,942,108
		Denny’s, Inc.
8,748,094		Term Loan, 6.33%, Maturing September 21, 2009	8,977,732
		Domino’s, Inc.
71,111		Revolving Loan, 0.67%, Maturing June 25, 2009	69,867
30,424,098		Term Loan, 4.88%, Maturing June 25, 2010	30,931,177
		Gate Gourmet Borrower, LLC
8,252,000		Term Loan, 9.51%, Maturing December 31, 2008	8,092,118
		Jack in the Box, Inc.
12,809,695		Term Loan, 4.85%, Maturing January 8, 2011	13,009,847
		Landry’s Restaurants, Inc.
8,034,863		Term Loan, 4.53%, Maturing December 28, 2010	8,135,298
		Maine Beverage Co., LLC
3,928,571		Term Loan, 4.62%, Maturing June 30, 2010	3,928,571
		Weight Watchers International, Inc.
514,287		Revolving Loan, 1.10%, Maturing March 31, 2009	514,287
12,183,875		Term Loan, 4.65%, Maturing March 31, 2010	12,326,024
4,527,250		Term Loan, 4.65%, Maturing March 31, 2010	4,580,069
			$	118,365,779
Food/Drug Retailers — 1.7%
		Cumberland Farms, Inc.
$	8,848,775	Term Loan, 5.65%, Maturing September 8, 2008	$	8,898,549
		General Nutrition Centers, Inc.
4,435,232		Term Loan, 5.97%, Maturing December 5, 2009	4,488,823
		Giant Eagle, Inc.
5,391,711		Term Loan, 4.77%, Maturing August 6, 2009	5,486,066
14,261,849		Term Loan, 4.94%, Maturing August 6, 2009	14,511,431
		Rite Aid Corp.
18,674,449		Term Loan, 4.73%, Maturing September 22, 2009	18,802,836
		Roundy’s, Inc.
9,889,186		Term Loan, 4.84%, Maturing June 6, 2009	9,981,897
		The Jean Coutu Group (PJC), Inc.
29,806,484		Term Loan, 5.50%, Maturing July 30, 2011	30,297,814
		The Pantry, Inc.
8,395,431		Term Loan, 5.32%, Maturing March 12, 2011	8,542,351
		Winn-Dixie Stores, Inc.
4,550,327		DIP Loan, 1.11%, Maturing February 23, 2007	4,550,327
			$	105,560,094

See notes to financial statements

22

Principal Amount		Borrower/Tranche Description	Value
Forest Products — 1.3%
		Appleton Papers, Inc.
$	13,995,198	Term Loan, 5.17%, Maturing June 11, 2010	$	14,148,277
		Boise Cascade Holdings, LLC
21,531,299		Term Loan, 4.74%, Maturing October 29, 2010	21,763,061
		Buckeye Technologies, Inc.
10,362,126		Term Loan, 5.04%, Maturing April 15, 2010	10,534,831
		Koch Cellulose, LLC
2,909,025		Term Loan, 4.60%, Maturing May 7, 2011	2,961,751
9,580,027		Term Loan, 5.34%, Maturing May 7, 2011	9,753,665
		RLC Industries Co.
22,356,789		Term Loan, 4.59%, Maturing February 24, 2010	22,468,572
			$	81,630,157
Healthcare — 6.2%
		Accredo Health, Inc.
$	14,465,311	Term Loan, 4.82%, Maturing April 30, 2011	$	14,524,083
		Advanced Medical Optics, Inc.
8,260,144		Term Loan, 4.84%, Maturing June 25, 2009	8,386,632
		Alliance Imaging, Inc.
9,134,603		Term Loan, 5.39%, Maturing December 29, 2011	9,260,204
		AMN Healthcare, Inc.
3,273,485		Term Loan, 6.10%, Maturing October 2, 2008	3,312,358
		AMR HoldCo, Inc.
8,355,000		Term Loan, 5.35%, Maturing February 10, 2012	8,469,881
		Ardent Health Services, Inc.
10,348,000		Term Loan, 5.25%, Maturing August 12, 2011	10,367,403
		Colgate Medical, Ltd.
4,078,526		Term Loan, 5.09%, Maturing December 30, 2008	4,129,507
		Community Health Systems, Inc.
44,516,908		Term Loan, 4.64%, Maturing August 19, 2011	45,068,740
		Concentra Operating Corp.
12,573,241		Term Loan, 5.15%, Maturing June 30, 2009	12,767,083
		Conmed Corp.
5,201,474		Term Loan, 5.02%, Maturing December 31, 2007	5,267,304
		Cross Country Healthcare, Inc.
1,731,102		Term Loan, 6.18%, Maturing June 5, 2009	1,748,413
		DJ Orthopedics, Inc.
11,736,385		Term Loan, 5.38%, Maturing May 15, 2009	11,963,777
		Encore Medical IHC, Inc.
8,048,125		Term Loan, 5.90%, Maturing October 4, 2010	8,163,817
		Envision Worldwide, Inc.
$	7,836,667	Term Loan, 8.13%, Maturing September 30, 2010	7,915,033
		Express Scripts, Inc.
10,593,000		Term Loan, 4.13%, Maturing February 13, 2010	10,718,792
		FHC Health Systems, Inc.
2,321,429		Term Loan, 8.91%, Maturing December 18, 2009	2,356,250
1,625,000		Term Loan, 11.91%, Maturing December 18, 2009	1,649,375
1,250,000		Term Loan, 11.85%, Maturing February 7, 2011	1,275,000
		Fisher Scientific International, Inc.
18,214,862		Term Loan, 4.59%, Maturing August 2, 2011	18,397,011
		Hanger Orthopedic Group, Inc.
2,100,000		Revolving Loan, 2.17%, Maturing September 30, 2008	2,063,250
4,686,170		Term Loan, 6.59%, Maturing September 30, 2009	4,744,747
		Healthcare Partners, LLC
4,810,000		Term Loan, 5.30%, Maturing March 2, 2011	4,840,063
		Healthsouth Corp.
9,150,000		Term Loan, 5.52%, Maturing June 14, 2007	9,208,615
2,520,000		Term Loan, 2.85%, Maturing March 21, 2010	2,536,143
		Iasis Healthcare, LLC
12,048,950		Term Loan, 5.37%, Maturing June 16, 2011	12,254,782
		Kinetic Concepts, Inc.
10,782,504		Term Loan, 4.85%, Maturing August 11, 2010	10,954,356
		Knowledge Learning Corp.
27,789,003		Term Loan, 5.56%, Maturing January 7, 2012	28,071,228
		Leiner Health Products, Inc.
8,287,375		Term Loan, 6.38%, Maturing May 27, 2011	8,442,763
		Lifepoint Hospitals, Inc.
25,540,000		Term Loan, 4.58%, Maturing April 15, 2012	25,619,813
		Magellan Health Services, Inc.
3,679,054		Term Loan, 5.03%, Maturing August 15, 2008	3,729,641
5,840,498		Term Loan, 5.26%, Maturing August 15, 2008	5,920,805
		Medcath Holdings Corp.
3,761,550		Term Loan, 5.55%, Maturing June 30, 2011	3,815,622
		National Mentor, Inc.
6,090,647		Term Loan, 5.27%, Maturing September 30, 2011	6,185,813
		Select Medical Holding Corp.
9,950,000		Term Loan, 4.63%, Maturing February 24, 2012	9,936,319
		SFBC International, Inc.
1,689,063		Term Loan, 6.10%, Maturing December 21, 2011	1,705,953
		Sunrise Medical Holdings, Inc.
7,434,148		Term Loan, 6.25%, Maturing May 13, 2010	7,443,441

See notes to financial statements

23

Principal Amount		Borrower/Tranche Description	Value
Healthcare (continued)
		Sybron Dental Management, Inc.
$	6,173,998	Term Loan, 4.85%, Maturing June 6, 2009	$	6,207,764
		Talecris Biotherapeutics, Inc.
6,635,000		Term Loan, 6.17%, Maturing March 31, 2010	6,668,175
		Team Health, Inc.
6,427,388		Term Loan, 5.85%, Maturing March 23, 2011	6,443,456
		The Cooper Companies, Inc.
5,500,000		Term Loan, 4.56%, Maturing November 15, 2009	5,572,188
		Triad Hospitals Holdings, Inc.
1,138,086		Term Loan, 5.07%, Maturing September 30, 2006	1,150,415
11,984,254		Term Loan, 5.32%, Maturing September 30, 2008	12,192,109
		Vanguard Health Holding Co., LLC
2,992,500		Term Loan, 6.35%, Maturing September 23, 2005	3,052,350
8,134,137		Term Loan, 6.34%, Maturing September 23, 2011	8,294,282
		Vicar Operating, Inc.
3,524,112		Term Loan, 4.88%, Maturing September 30, 2008	3,576,974
		VWR International, Inc.
9,432,967		Term Loan, 5.65%, Maturing April 7, 2011	9,592,148
			$	395,963,878
Home Furnishings — 1.5%
		General Binding Corp.
$	1,988,960	Term Loan, 7.44%, Maturing January 15, 2008	$	1,992,689
		Interline Brands, Inc.
3,035,869		Term Loan, 5.34%, Maturing December 31, 2010	3,073,818
		Jarden Corp.
22,165,925		Term Loan, 5.09%, Maturing January 24, 2012	22,302,157
		Juno Lighting, Inc.
5,730,423		Term Loan, 5.56%, Maturing November 21, 2010	5,830,706
		Knoll, Inc.
16,167,755		Term Loan, 6.00%, Maturing September 30, 2011	16,379,957
		Oreck Corp.
3,886,500		Term Loan, 5.85%, Maturing February 2, 2012	3,935,081
		Sealy Mattress Co.
250,000		Revolving Loan, 0.34%, Maturing April 6, 2012	245,000
17,435,000		Term Loan, 4.94%, Maturing April 6, 2012	17,536,698
		Simmons Co.
19,445,791		Term Loan, 5.63%, Maturing December 19, 2011	19,761,785
		Termpur-Pedic, Inc.
6,023,814		Term Loan, 5.34%, Maturing June 30, 2009	6,091,582
			$	97,149,473
Industrial Equipment — 1.2%
		Alliance Laundry Holdings, LLC
$	4,405,500	Term Loan, 5.12%, Maturing January 27, 2012	$	4,462,406
		Bucyrus International, Inc.
1,791,736		Term Loan, 5.07%, Maturing July 28, 2010	1,820,851
		Chart Industries, Inc.
3,908,854		Term Loan, 6.63%, Maturing September 15, 2009	3,918,626
		Colfax Corp.
2,043,602		Term Loan, 5.38%, Maturing May 30, 2009	2,067,445
		Douglas Dynamics Holdings, Inc.
4,799,047		Term Loan, 5.02%, Maturing December 16, 2010	4,835,040
		Flowserve Corp.
1,227,665		Term Loan, 5.63%, Maturing June 30, 2007	1,238,407
4,302,463		Term Loan, 5.83%, Maturing June 30, 2009	4,388,512
		Gleason Corp.
3,208,799		Term Loan, 5.85%, Maturing July 27, 2011	3,252,920
750,000		Term Loan, 8.10%, Maturing January 31, 2012	765,000
		Itron, Inc.
6,921,474		Term Loan, 4.75%, Maturing December 17, 2010	6,967,620
		Mainline, L.P.
7,971,111		Term Loan, 5.43%, Maturing December 17, 2011	8,070,750
		MTD Products, Inc.
10,452,563		Term Loan, 4.63%, Maturing June 1, 2010	10,504,825
		National Waterworks, Inc.
8,759,139		Term Loan, 5.60%, Maturing November 22, 2009	8,897,823
		SPX Corp.
15,581,613		Term Loan, 5.38%, Maturing September 30, 2009	15,677,050
		Terex Corp.
1,593,087		Term Loan, 4.89%, Maturing June 30, 2009	1,615,656
			$	78,482,931
Insurance — 1.1%
		Alliant Resources Group, Inc.
$	6,699,375	Term Loan, 6.88%, Maturing August 31, 2011	$	6,741,246
		CCC Information Services Group
8,134,007		Term Loan, 5.81%, Maturing August 20, 2010	8,235,682
		Conseco, Inc.
27,470,100		Term Loan, 6.56%, Maturing June 22, 2010	28,008,047

See notes to financial statements

24

Principal Amount		Borrower/Tranche Description	Value
Insurance (continued)
		Hilb, Rogal & Hobbs Co.
$	13,804,307	Term Loan, 5.38%, Maturing June 30, 2007	$	14,002,744
		U.S.I. Holdings Corp.
6,862,651		Term Loan, 5.69%, Maturing August 11, 2008	6,899,112
7,765,538		Term Loan, 5.69%, Maturing August 11, 2008	7,806,796
			$	71,693,627
Leisure Goods/Activities/Movies — 4.1%
		Alliance Atlantis Communications, Inc.
$	6,602,000	Term Loan, 4.76%, Maturing December 31, 2011	$	6,641,203
		AMF Bowling Worldwide, Inc.
5,280,009		Term Loan, 6.07%, Maturing August 27, 2009	5,314,662
		Cinemark, Inc.
20,297,481		Term Loan, 4.35%, Maturing March 31, 2011	20,684,412
		Loews Cineplex Entertainment Corp.
29,105,800		Term Loan, 4.01%, Maturing July 30, 2011	29,592,420
		Metro-Goldwyn-Mayer Holdings
67,315,000		Term Loan, 5.38%, Maturing April 8, 2012	67,472,786
		New England Sports Ventures
10,585,000		Term Loan, 4.47%, Maturing February 28, 2005	10,585,000
		Regal Cinemas Corp.
44,549,940		Term Loan, 4.84%, Maturing November 10, 2010	45,257,972
		Six Flags Theme Parks, Inc.
2,019,583		Revolving Loan, 3.35%, Maturing June 30, 2008	1,985,083
25,909,402		Term Loan, 5.38%, Maturing June 30, 2009	26,036,254
		Universal City Development Partners, Ltd.
15,486,187		Term Loan, 4.90%, Maturing June 9, 2011	15,728,159
		WMG Acquisition Corp.
27,019,612		Term Loan, 5.38%, Maturing February 28, 2011	27,272,921
		Yankees Holdings & YankeeNets, LLC
2,935,429		Term Loan, 5.35%, Maturing June 25, 2007	2,983,129
			$	259,554,001
Lodging and Casinos — 3.2%
		Alliance Gaming Corp.
$	14,707,364	Term Loan, 5.65%, Maturing September 5, 2009	$	14,685,920
		Ameristar Casinos, Inc.
2,998,855		Term Loan, 5.06%, Maturing December 31, 2006	3,048,210
6,489,787		Term Loan, 5.06%, Maturing December 31, 2006	6,599,302
		Argosy Gaming Co.
$	12,935,000	Term Loan, 4.85%, Maturing June 30, 2011	$	13,037,406
		Aztar Corp.
1,985,000		Term Loan, 5.12%, Maturing July 27, 2009	2,002,369
		Boyd Gaming Corp.
25,283,938		Term Loan, 4.83%, Maturing June 30, 2011	25,623,703
		Choctaw Resort Development Enterprise
4,441,304		Term Loan, 5.35%, Maturing November 4, 2011	4,502,372
		CNL Hospitality Partners, L.P.
6,112,882		Term Loan, 5.39%, Maturing October 13, 2006	6,212,216
		CNL Resort Hotel, L.P.
7,700,000		Term Loan, 5.22%, Maturing August 18, 2006	7,700,000
		Globalcash Access, LLC
3,914,385		Term Loan, 5.31%, Maturing March 10, 2010	3,976,773
		Green Valley Ranch Gaming, LLC
1,987,518		Term Loan, 3.10%, Maturing December 31, 2010	2,018,573
		Herbst Gaming, Inc.
3,230,000		Term Loan, 5.62%, Maturing January 31, 2011	3,286,525
		Isle of Capri Casinos, Inc.
15,585,938		Term Loan, 4.61%, Maturing February 4, 2012	15,813,882
		Marina District Finance Co., Inc.
15,710,625		Term Loan, 4.99%, Maturing October 14, 2011	15,913,559
		Pinnacle Entertainment, Inc.
1,380,000		Revolving Loan, 3.40%, Maturing December 18, 2008	1,338,600
6,740,000		Term Loan, 6.07%, Maturing August 27, 2010	6,845,313
		Resorts International Holdings, LLC
7,096,457		Term Loan, 7.25%, Maturing March 24, 2012	7,158,551
		SCG Hotel DLP, L.P.
18,925,000		Term Loan, 4.56%, Maturing April 16, 2006	18,925,000
		Seminole Tribe of Florida
3,100,000		Term Loan, 5.38%, Maturing September 30, 2011	3,111,625
		United Auburn Indian Community
1,310,811		Term Loan, 7.06%, Maturing January 24, 2009	1,317,365
		Venetian Casino Resort, LLC
23,742,099		Term Loan, 4.81%, Maturing June 15, 2011	23,911,261
		Wyndham International, Inc.
5,875,303		Term Loan, 7.69%, Maturing June 30, 2006	5,891,213
		Wynn Las Vegas, LLC
10,725,000		Term Loan, 5.17%, Maturing December 14, 2011	10,900,954
			$	203,820,692

See notes to financial statements

25

Principal Amount		Borrower/Tranche Description	Value
Nonferrous Metals/Minerals — 1.8%
		Compass Minerals Group, Inc.
$	1,739,107	Term Loan, 5.60%, Maturing November 28, 2009	$	1,762,477
		Foundation Coal Corp.
11,550,000		Term Loan, 5.03%, Maturing July 30, 2011	11,732,871
		ICG, LLC
10,401,375		Term Loan, 5.88%, Maturing November 5, 2010	10,583,399
		International Mill Service, Inc.
15,635,813		Term Loan, 5.57%, Maturing December 31, 2010	15,850,805
3,000,000		Term Loan, 8.82%, Maturing October 26, 2011	3,056,250
		Magnequench, Inc.
9,938,608		Term Loan, 10.41%, Maturing September 30, 2009	10,013,147
1,600,000		Term Loan, 13.91%, Maturing December 31, 2009	1,612,000
		Murray Energy Corp.
5,310,000		Term Loan, 5.94%, Maturing January 28, 2010	5,329,913
		Novelis, Inc.
12,622,700		Term Loan, 4.50%, Maturing January 6, 2012	12,824,954
20,130,896		Term Loan, 4.50%, Maturing January 6, 2012	20,453,453
		Severstal North America, Inc.
2,328,561		Revolving Loan, 1.00%, Maturing April 7, 2007	2,324,195
		Stillwater Mining Co.
1,534,265		Revolving Loan, 1.00%, Maturing June 30, 2007	1,517,004
7,097,731		Term Loan, 6.38%, Maturing June 30, 2007	7,155,400
		Trout Coal Holdings, LLC
10,200,000		Term Loan, 7.25%, Maturing March 23, 2011	10,238,250
			$	114,454,118
Oil and Gas — 3.4%
		Beldon & Blake Corp.
$	6,611,199	Term Loan, 5.89%, Maturing July 21, 2011	$	6,644,255
		Columbia Natural Resources, LLC
36,397,059		Revolving Loan, 4.86%, Maturing January 19,
		2010	36,351,563
		Dresser Rand Group, Inc.
7,740,515		Term Loan, 5.35%, Maturing October 29, 2011	7,863,884
		Dresser, Inc.
5,485,881		Term Loan, 5.60%, Maturing March 31, 2007	5,599,027
		Dynegy Holdings, Inc.
17,403,488		Term Loan, 6.87%, Maturing May 28, 2010	17,539,461
		El Paso Corp.
12,382,375		Term Loan, 5.27%, Maturing November 23, 2009	12,466,649
21,202,549		Term Loan, 5.88%, Maturing November 23, 2009	21,380,714
		Getty Petroleum Marketing, Inc.
$	13,472,418	Term Loan, 6.35%, Maturing May 19, 2010	$	13,741,867
		LB Pacific, L.P.
8,090,000		Term Loan, 6.01%, Maturing March 3, 2012	8,165,844
		Lyondell-Citgo Refining, L.P.
13,617,125		Term Loan, 4.59%, Maturing May 21, 2007	13,829,892
		Magellan Midstream Holdings, L.P.
7,319,794		Term Loan, 5.09%, Maturing December 10, 2011	7,447,891
		Pride Offshore, Inc.
4,034,388		Term Loan, 4.64%, Maturing July 7, 2011	4,099,946
		Semgroup, L.P.
5,106,154		Term Loan, 5.35%, Maturing August 27, 2008	5,162,005
5,874,635		Term Loan, 7.50%, Maturing August 27, 2008	5,938,892
		Sprague Energy Corp.
9,226,929		Revolving Loan, 2.16%, Maturing August 10, 2007	9,203,861
		The Premcor Refining Group, Inc.
14,200,000		Term Loan, 4.61%, Maturing April 13, 2009	14,333,126
		Universal Compression, Inc.
8,060,000		Term Loan, 4.85%, Maturing February 15, 2012	8,180,900
		Williams Production RMT Co.
20,023,326		Term Loan, 5.46%, Maturing May 30, 2007	20,373,734
			$	218,323,511
Publishing — 6.4%
		Advanstar Communications, Inc.
$	1,284,496	Term Loan, 7.57%, Maturing November 17, 2007	$	1,293,862
		Advertising Directory Solution
29,871,113		Term Loan, 5.07%, Maturing November 9, 2011	29,989,342
3,591,000		Term Loan, 6.82%, Maturing May 9, 2012	3,674,042
		American Media Operations, Inc.
76,877		Term Loan, 6.13%, Maturing April 1, 2006	76,780
3,205,555		Term Loan, 5.88%, Maturing April 1, 2007	3,259,148
18,219,812		Term Loan, 5.88%, Maturing April 1, 2008	18,530,113
		Ascend Media Holdings, LLC
2,500,000		Term Loan, 5.81%, Maturing January 31, 2012	2,518,750
		CBD Media, LLC
10,162,117		Term Loan, 5.63%, Maturing December 31, 2009	10,312,435
		Dex Media East, LLC
9,006,451		Term Loan, 4.72%, Maturing November 8, 2008	9,132,793
10,166,039		Term Loan, 4.64%, Maturing May 8, 2009	10,329,123

See notes to financial statements

26

Principal Amount			Borrower/Tranche Description	Value
Publishing (continued)
			Dex Media West, LLC
$	7,436,448		Term Loan, 5.04%, Maturing September 9, 2009	$	7,545,414
18,197,959			Term Loan, 4.76%, Maturing March 9, 2010	18,482,302
			Freedom Communications
972,000			Term Loan, 3.82%, Maturing May 18, 2011	973,215
24,235,000			Term Loan, 4.60%, Maturing May 18, 2012	24,315,775
			Herald Media, Inc.
3,483,675			Term Loan, 5.56%, Maturing July 22, 2011	3,533,753
748,750			Term Loan, 8.56%, Maturing January 22, 2012	761,853
			Journal Register Co.
32,849,600			Term Loan, 4.67%, Maturing August 12, 2012	33,147,316
			Lamar Media Corp.
8,608,678			Term Loan, 4.19%, Maturing March 7, 2009	8,673,244
23,754,403			Term Loan, 4.62%, Maturing June 30, 2010	24,069,885
			Liberty Group Operating, Inc.
10,135,000			Term Loan, 5.13%, Maturing February 28, 2012	10,289,133
			Medianews Group, Inc.
12,348,885			Term Loan, 4.57%, Maturing August 25, 2010	12,433,783
			Merrill Communications, LLC
16,783,070			Term Loan, 5.56%, Maturing February 9, 2009	17,003,348
			Morris Publishing Group, LLC
4,147,500			Term Loan, 4.63%, Maturing September 30, 2010	4,182,497
6,284,250			Term Loan, 4.88%, Maturing March 31, 2011	6,368,698
			Nebraska Book Co., Inc.
10,419,750			Term Loan, 5.88%, Maturing March 4, 2011	10,572,795
			Newspaper Holdings, Inc.
4,214,545			Revolving Loan, 4.22%, Maturing August 24, 2011	4,200,060
11,628,182			Term Loan, 5.15%, Maturing August 24, 2011	11,657,252
			R.H. Donnelley Corp.
3,621,843			Term Loan, 4.74%, Maturing December 31, 2009	3,663,041
39,259,298			Term Loan, 4.80%, Maturing June 30, 2011	39,803,589
			Source Media, Inc.
11,133,618			Term Loan, 5.34%, Maturing November 8, 2011	11,291,348
			SP Newsprint Co.
8,463,065			Term Loan, 5.83%, Maturing January 9, 2010	8,642,905
4,157,199			Term Loan, 6.06%, Maturing January 9, 2010	4,190,976
			Sun Media Corp.
9,206,067			Term Loan, 5.19%, Maturing February 7, 2009	9,357,580
			Transwestern Publishing Co., LLC
2,110,000			Term Loan, 4.56%, Maturing February 25, 2011	2,119,670
7,685,532			Term Loan, 5.47%, Maturing February 25, 2011	7,720,755
			Weekly Reader Corp.
$	4,500,000		Term Loan, 8.06%, Maturing March 29, 2009	$	4,508,438
			World Directories ACQI Corp.
3,506,198		EUR Term Loan, 5.37%, Maturing November 29, 2013		4,572,399
			Xerox Corp.
12,750,000			Term Loan, 4.82%, Maturing September 30, 2008	12,920,761
			Yell Group, PLC
13,000,000			Term Loan, 4.07%, Maturing July 8, 2008	13,027,417
				$	409,145,590
Radio and Television — 4.4%
			Adams Outdoor Advertising, L.P.
$	16,878,135		Term Loan, 5.15%, Maturing October 15, 2011	$	17,136,590
			ALM Media Holdings, Inc.
5,050,020			Term Loan, 5.36%, Maturing March 4, 2010	5,050,020
			Block Communications, Inc.
5,548,623			Term Loan, 5.35%, Maturing November 30, 2009	5,600,641
			CanWest Media, Inc.
12,325,832			Term Loan, 5.04%, Maturing August 15, 2009	12,479,905
			Cumulus Media, Inc.
5,840,709			Term Loan, 4.81%, Maturing March 28, 2009	5,899,117
1,741,250			Term Loan, 4.56%, Maturing March 28, 2010	1,756,486
10,647,948			Term Loan, 4.81%, Maturing March 28, 2010	10,820,977
			DirecTV Holdings, LLC
41,520,000			Term Loan, 4.45%, Maturing April 13, 2013	41,691,270
			Emmis Operating Co.
35,012,250			Term Loan, 4.66%, Maturing November 10, 2011	35,503,402
			Entravision Communications Co.
8,050,000			Term Loan, 4.31%, Maturing February 27, 2012	8,197,581
			Gray Television, Inc.
10,318,427			Term Loan, 4.90%, Maturing December 31, 2010	10,456,002
			NEP Supershooters, L.P.
2,992,500			Term Loan, 6.29%, Maturing February 3, 2011	3,044,869
5,074,500			Term Loan, 6.49%, Maturing February 3, 2011	5,166,475
			Nexstar Broadcasting, Inc.
12,052,514			Term Loan, 4.87%, Maturing October 1, 2012	12,137,882
12,722,486			Term Loan, 4.87%, Maturing October 1, 2012	12,812,599
			PanAmSat Corp.
1,554,834			Term Loan, 5.45%, Maturing August 20, 2010	1,568,792
724,889			Term Loan, 5.45%, Maturing August 20, 2010	735,693
27,189,439			Term Loan, 5.45%, Maturing August 20, 2011	27,594,670

See notes to financial statements

27

Principal Amount		Borrower/Tranche Description	Value
Radio and Television (continued)
		Radio One, Inc.
$	2,971,162	Term Loan, 3.58%, Maturing June 30, 2007	$	2,945,164
		Rainbow National Services, LLC
12,700,588		Term Loan, 5.69%, Maturing March 31, 2012	12,892,418
		Raycom National, LLC
16,350,000		Term Loan, 5.13%, Maturing April 6, 2012	16,574,813
		Sinclair Television Group, Inc.
1,922,625		Term Loan, 6.25%, Maturing June 30, 2009	1,933,440
3,239,475		Term Loan, 6.50%, Maturing December 31, 2009	3,272,544
		Spanish Broadcasting System
6,632,708		Term Loan, 6.32%, Maturing October 31, 2009	6,740,490
		Susquehanna Media Co.
16,800,000		Term Loan, 5.21%, Maturing March 31, 2012	16,957,500
			$	278,969,340
Rail Industries — 0.6%
		Kansas City Southern Industries, Inc.
$	14,335,197	Term Loan, 4.81%, Maturing March 30, 2008	$	14,560,977
		Railamerica, Inc.
19,404,170		Term Loan, 4.88%, Maturing September 29, 2011	19,784,162
2,293,784		Term Loan, 4.88%, Maturing September 29, 2011	2,338,703
			$	36,683,842
Retailers (Except Food and Drug) — 3.2%
		Advance Stores Company, Inc.
$	9,567,451	Term Loan, 4.72%, Maturing September 30, 2010	$	9,707,978
11,094,511		Term Loan, 4.78%, Maturing September 30, 2010	11,257,467
		Alimentation Couche-Tard, Inc.
5,510,991		Term Loan, 4.76%, Maturing December 17, 2010	5,597,100
		American Achievement Corp.
8,186,140		Term Loan, 5.25%, Maturing March 25, 2011	8,319,165
		Amscan Holdings, Inc.
7,741,500		Term Loan, 5.66%, Maturing April 30, 2012	7,789,884
		Coinmach Laundry Corp.
16,126,051		Term Loan, 6.04%, Maturing July 25, 2009	16,347,784
		CSK Auto, Inc.
21,334,500		Term Loan, 4.85%, Maturing June 20, 2009	21,574,513
		FTD, Inc.
9,125,529		Term Loan, 5.29%, Maturing February 28, 2011	9,273,819
		Harbor Freight Tools USA, Inc.
$	14,915,050	Term Loan, 5.22%, Maturing July 15, 2010	$	15,028,777
		Home Interiors & Gifts, Inc.
3,890,377		Term Loan, 8.38%, Maturing March 31, 2011	3,769,775
		Josten’s Corp.
1,446,000		Term Loan, 5.44%, Maturing October 4, 2010	1,460,913
26,996,650		Term Loan, 5.19%, Maturing October 4, 2011	27,421,280
		Musicland Group, Inc.
4,074,245		Revolving Loan, 2.38%, Maturing August 11, 2008	4,084,430
		Oriental Trading Co., Inc.
11,430,289		Term Loan, 5.63%, Maturing August 4, 2010	11,580,311
		Petro Stopping Center, L.P.
531,250		Term Loan, 5.63%, Maturing February 9, 2007	539,219
		Rent-A-Center, Inc.
18,452,636		Term Loan, 4.46%, Maturing June 30, 2010	18,740,958
		Riddell Bell Holdings, Inc.
2,487,500		Term Loan, 5.61%, Maturing September 30, 2011	2,528,959
		Savers, Inc.
3,864,172		Term Loan, 6.58%, Maturing August 4, 2009	3,895,568
		Stewert Enterprises, Inc.
3,794,202		Term Loan, 4.64%, Maturing November 19, 2011	3,844,001
		Travelcenters of Ameria, Inc.
18,069,000		Term Loan, 4.51%, Maturing October 1, 2008	18,283,569
1,000,000		Term Loan, 4.51%, Maturing November 30, 2008	1,011,875
			$	202,057,345
Surface Transport — 0.4%
		Horizon Lines, LLC
$	5,855,750	Term Loan, 5.62%, Maturing July 7, 2011	$	5,889,907
		NFIL Holdings Corp.
2,177,724		Term Loan, 4.08%, Maturing February 27, 2010	2,213,112
5,923,680		Term Loan, 4.91%, Maturing February 27, 2010	6,008,833
		Rural/Metro Operating Co., LLC
606,324		Term Loan, 5.37%, Maturing March 4, 2011	608,218
2,338,676		Term Loan, 5.43%, Maturing March 4, 2011	2,345,985
		Sirva Worldwide, Inc.
10,658,823		Term Loan, 5.53%, Maturing December 10, 2010	10,505,603
			$	27,571,658

See notes to financial statements

28

Principal Amount		Borrower/Tranche Description	Value
Telecommunications — 4.6%
		Alaska Communications Systems Holdings, Inc.
$	15,150,000	Term Loan, 5.09%, Maturing February 1, 2012	$	15,301,500
		American Tower, L.P.
27,467,438		Term Loan, 5.39%, Maturing August 31, 2011	27,868,709
		Cellular South, Inc.
9,331,987		Term Loan, 4.98%, Maturing May 4, 2011	9,489,465
		Centennial Cellular Operating Co., LLC
17,439,611		Term Loan, 5.45%, Maturing February 9, 2011	17,676,685
		Consolidated Communications, Inc.
1,193,443		Term Loan, 5.31%, Maturing October 14, 2010	1,196,426
14,158,655		Term Loan, 5.45%, Maturing October 14, 2011	14,255,996
		D&E Communications, Inc.
5,745,674		Term Loan, 4.92%, Maturing December 31, 2011	5,788,767
		Fairpoint Communications, Inc.
21,785,000		Term Loan, 5.17%, Maturing February 8, 2012	22,062,759
		Iowa Telecommunications Service
7,248,000		Term Loan, 5.08%, Maturing November 23, 2011	7,329,540
		Nextel Partners Operation Corp.
16,800,000		Term Loan, 5.44%, Maturing May 31, 2011	17,073,000
		NTelos, Inc.
11,266,763		Term Loan, 5.57%, Maturing February 18, 2011	11,271,461
		Qwest Corp.
36,890,000		Term Loan, 7.39%, Maturing June 4, 2007	38,008,247
		SBA Senior Finance, Inc.
13,224,308		Term Loan, 5.96%, Maturing October 31, 2008	13,488,794
		Spectrasite Communications, Inc.
20,970,443		Term Loan, 4.52%, Maturing May 23, 2012	21,177,966
		Stratos Global Corp.
5,042,000		Term Loan, 5.34%, Maturing December 3, 2010	5,106,603
		Syniverse Holdings, Inc.
4,987,500		Term Loan, 5.01%, Maturing February 15, 2012	5,074,781
		Triton PCS, Inc.
12,306,625		Term Loan, 6.32%, Maturing November 18, 2009	12,469,688
		USA Mobility, Inc.
1,223,953		Term Loan, 5.47%, Maturing November 16, 2006	1,233,133
		Valor Telecom Enterprise, LLC
15,043,000		Term Loan, 5.07%, Maturing February 14, 2012	15,231,037
		Westcom Corp.
$	4,971,055	Term Loan, 5.72%, Maturing December 17, 2010	$	5,008,338
		Western Wireless Corp.
24,818,719		Term Loan, 6.01%, Maturing May 31, 2011	24,960,905
		Winstar Communications, Inc.
127,026		DIP Loan, 0.00%, Maturing December 31, 2005(2)(4)	46,212
			$	291,120,012
Utilities — 2.4%
		Allegheny Energy Supply Co., LLC
$	18,908,452	Term Loan, 5.11%, Maturing October 28, 2011	$	19,092,809
		Cogentrix Deleware Holdings, Inc.
12,650,000		Term Loan, 4.71%, Maturing April 14, 2012	12,694,275
		Coleto Creek WLE, L.P.
6,157,999		Term Loan, 5.31%, Maturing June 30, 2011	6,265,764
1,500,000		Term Loan, 5.31%, Maturing June 30, 2012	1,529,063
		KGen, LLC
5,830,000		Term Loan, 5.64%, Maturing August 5, 2011	5,713,400
		Northwestern Corp.
2,803,125		Term Loan, 4.61%, Maturing November 1, 2011	2,845,755
		NRG Energy, Inc.
11,971,890		Term Loan, 4.33%, Maturing December 24, 2011	12,123,035
15,527,968		Term Loan, 5.25%, Maturing December 24, 2011	15,724,008
		Pike Electric, Inc.
5,130,667		Term Loan, 5.19%, Maturing July 1, 2012	5,207,627
10,092,002		Term Loan, 5.19%, Maturing July 1, 2012	10,246,541
		Plains Resources, Inc.
7,259,037		Term Loan, 4.87%, Maturing July 23, 2010	7,361,121
		Reliant Energy, Inc.
15,765,488		Term Loan, 6.04%, Maturing December 22, 2010	15,785,194
		Texas Genco, LLC
24,037,506		Term Loan, 5.01%, Maturing December 14, 2011	24,252,834
11,889,310		Term Loan, 5.06%, Maturing December 14, 2011	11,995,815
			$	150,837,241
Total Senior, Floating Rate Interests (identified cost $5,629,920,201)			$	5,663,996,995

See notes to financial statements

29

Corporate Bonds & Notes — 1.2%

Principal Amount (000’s omitted)		Security	Value
Financial Intermediaries — 0.3%
		Alzette, Variable Rate
$	1,180	8.691%, 12/15/20(5)	$	1,180,000
		Avalon Capital Ltd. 3, Series 1A, Class D, Variable Rate
1,140		4.82%, 2/24/19(5)	1,140,000
		Babson Ltd., Series 2005-1A, Class C1, Variable Rate
1,500		5.315%, 4/15/19(5)	1,500,000
		Bryant Park CDO Ltd., Series 2005-1A, Class C, Variable Rate
1,500		4.941%, 1/15/19(5)	1,500,000
		Carlyle High Yield Partners, Series 2004-6A, Class C, Variable Rate
1,500		5.224%, 8/11/16(5)	1,500,000
		Centurion CDO 8 Ltd., Series 2005 8A, Class D, Variable Rate
1,000		8.297%, 3/8/17	1,000,000
		Dryden Leveraged Loan, Series 2004-6A, Class C1, Variable Rate
1,500		4.055%, 7/30/16(5)	1,509,375
		General Motors Acceptance Corp., Variable Rate
4,620		4.395%, 10/20/05	4,610,635
1,165		3.695%, 5/18/06	1,142,203
		Stanfield Vantage Ltd., Series 2005-1A, Class D, Variable Rate
1,500		5.337%, 3/21/17(5)	1,500,000
			$	16,582,213
Publishing — 0.1%
		Advanstar Communications, Inc., Variable Rate
$	5,910	10.294%, 8/15/08	$	6,220,274
			$	6,220,274
Radio and Television — 0.3%
		Echostar DBS Corp., Sr. Notes
$	5,000	6.35%, 10/01/08	$	5,137,500
		Paxson Communications Corp., Variable Rate
15,250		5.891%, 1/15/10(5)	15,173,750
			$	20,311,250
Real Estate — 0.2%
		Assemblies of God, Variable Rate
$	13,290	4.94%, 6/15/29(5)	$	13,290,113
			$	13,290,113
Telecommunications — 0.3%
		Rogers Wireless, Inc., Variable Rate
$	6,589	6.135%, 12/15/10	$	6,803,143
		Rural Cellular Corp., Variable Rate
11,000		7.51%, 3/15/10	11,165,000
			$	17,968,143
Total Corporate Bonds & Notes (identified cost $73,834,039)			$	74,371,993
Common Stocks — 0.0%
Shares		Security	Value
105,145		Hayes Lemmerz International(3)	$	555,166
25		Knowledge Universe, Inc.(2)(3)(6)	39,956
86,020		Maxim Crane Works Holdings(3)	1,827,916
58,254		Thermadyne Holdings Corp.(3)	722,350
Total Common Stocks (identified cost, $3,186,578)			$	3,145,388
Preferred Stocks — 0.0%
Shares		Security	Value
350		Hayes Lemmerz International(2)(3)(6)	$	7,983
Total Preferred Stocks (identified cost, $17,500)			$	7,983
Closed-End Investment Companies — 0.0%
Shares		Security	Value
4,000		Pioneer Floating Rate Trust	$	73,000
Total Closed-End Investment Companies (identified cost, $72,148)			$	73,000

See notes to financial statements

30

Commercial Paper — 8.0%

Principal Amount		Maturity Date	Borrower	Rate		Amount
$	67,573,000	05/02/05	Abbey National North America LLC	2.79	%	$		67,567,763
70,442,000		05/09/05	Barton Capital Corp.(7)	2.85	%	70,397,387
34,783,000		05/19/05	Ciesco, LLC(7)	2.87	%	34,733,087
15,821,000		05/11/05	Cortez Capital Corp.(7)	2.85	%	15,808,476
126,886,000		05/02/05	General Electric Capital Corp.	2.94	%	126,875,637
43,626,000		05/16/05	Kitty Hawk Funding Corp.(7)	2.91	%	43,573,103
21,751,000		05/12/05	National Rural Utilities Corp.	2.85	%	21,732,059
18,101,000		05/02/05	Prudential Funding, LLC	2.90	%	18,099,542
50,115,000		05/05/05	Ranger Funding Co., LLC(7)	2.84	%	50,099,186
34,865,000		05/02/05	Societe Generale N.A.	2.89	%	34,862,201
25,890,000		05/09/05	Yorktown Capital, LLC(7)	2.84	%	25,873,660
Total Commercial Paper (at amortized cost $509,622,101)						$		509,622,101
Short-Term Investments — 0.0%
Principal Amount		Maturity Date	Borrower	Rate		Amount
$	2,000,493	05/02/05	Investors Bank and Trust Company Time Deposit	2.96	%	$		2,000,493
Total Short-Term Investments (at amortized cost $2,000,493)						$	2,000,493
Total Investments — 98.2% (identified cost $6,218,653,060)						$	6,253,217,953
Other Assets, Less Liabilities — 1.8%						$	112,550,540
Net Assets — 100.0%						$	6,365,768,493

Note: The Portfolio has made commitments to fund specified amounts under certain existing credit arrangments. Pursuant to the terms of these arrangements, the Portfolio had unfunded loan commitments of $221,691,002 as of April 30, 2005.

EUR = Euro Currency

(1)Senior floating-rate interests often require prepayments from excess cash flows or permit the borrower to repay at its 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, it is anticipated that the senior floating-rate interests will have an expected average life of approximately two to three years. The stated interest rate represents the weighted average interest rate of all contracts within the senior loan facility. 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)Security valued at fair value using methods determined in good faith by or at the direction of the Trustees.

(3)Non-income producing security.

(4)Defaulted security.

(5)Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in transactions exempt from registration, normally to qualified institutional buyers. At April 30, 2005, the aggregate value of the securities is $65,887,908 or 1.0% of the Portfolio’s net assets.

(6)Restricted security.

(7)A security which has been issued under section 4(2) of the Securities Act of 1933 and is generally regarded as restricted and illiquid. This security may be resold in transactions exempt from registration or to the public if the security is registered. All such securities held have been deemed by the Portfolio’s Trustees to be liquid and were purchased with the expectation that resale would not be necessary.

See notes to financial statements

31

Floating Rate Portfolio as of April 30 , 2005

FINANCIAL STATEMENTS (Unaudited)

Statement of Assets and Liabilities

As of April 30, 2005

Assets
Investments, at value (identified cost, $6,218,653,060)	$	6,253,217,953
Cash	59,898,022
Receivable for investments sold	146,708
Receivable for open swap contracts	478,839
Interest receivable	22,881,002
Cash collateral segregated to cover open swap contracts	35,500,000
Prepaid expenses	624,687
Total assets	$	6,372,747,211
Liabilities
Payable for investments purchased	$	6,759,561
Payable to affiliate for Trustees’ fees	2,011
Payable for open forward foreign currency contracts	2,918
Accrued expenses	214,228
Total liabilities	$	6,978,718
Net Assets applicable to investors’ interest in Portfolio	$	6,365,768,493
Sources of Net Assets
Net proceeds from capital contributions and withdrawals	$	6,330,908,479
Net unrealized appreciation (computed on the basis of identified cost)	34,860,014
Total	$	6,365,768,493

Statement of Operations

For the Six Months Ended April 30, 2005

Investment Income
Interest	$	137,083,864
Total investment income	$	137,083,864
Expenses
Investment adviser fee	$	14,900,004
Trustees’ fees and expenses	12,068
Custodian fee	426,158
Legal and accounting services	221,631
Miscellaneous	258,755
Total expenses	$	15,818,616
Deduct —
Reduction of custodian fee	$	11,853
Total expense reductions	$	11,853
Net expenses	$	15,806,763
Net investment income	$	121,277,101
Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions (identified cost basis)	$	(4,140,780	)
Swap contracts	318,645
Net realized loss	$	(3,822,135	)
Change in unrealized appreciation (depreciation) —
Investments (identified cost basis)	$	5,885,595
Swap contracts	393,634
Foreign currency and forward foreign currency exchange contracts	107
Net change in unrealized appreciation (depreciation)	$	6,279,336
Net realized and unrealized gain	$	2,457,201
Net increase in net assets from operations	$	123,734,302

See notes to financial statements

32

Statements of Changes in Net Assets

Increase (Decrease) in Net Assets	Six Months Ended April 30, 2005 (Unaudited)			Year Ended October 31, 2004
From operations —
Net investment income	$	121,277,101		$	124,003,812
Net realized loss from investment transactions, and swap contracts	(3,822,135		)	(6,500,801		)
Net change in unrealized appreciation  (depreciation) from investments, swap contracts, and foreign currency  and forward currency exchange  contracts	6,279,336			25,631,911
Net increase in net assets from operations	$	123,734,302		$	143,134,922
Capital transactions —
Contributions	$	1,788,333,210		$	4,091,382,871
Withdrawals	(935,937,320		)	(1,062,753,539		)
Net increase in net assets from capital transactions	$	852,395,890		$	3,028,629,332
Net increase in net assets	$	976,130,192		$	3,171,764,254
Net Assets
At beginning of period	$	5,389,638,301		$	2,217,874,047
At end of period	$	6,365,768,493		$	5,389,638,301

See notes to financial statements

33

Supplementary Data

	Six Months Ended April 30, 2005			Year Ended October 31,
Ratios/Supplemental Data†	(Unaudited)			2004			2003			2002			2001			2000(1)
Ratios (As a percentage of average daily net assets):
Net expenses	0.55		%(2)	0.56		%	0.61		%	0.62		%	0.57		%	0.04		%(2)
Net expenses after custodian fee reduction	0.55		%(2)	0.56		%	0.61		%	0.62		%	0.57		%	0.04		%(2)
Net investment income	4.18		%(2)	3.27		%	4.05		%	4.72		%	6.45		%	8.49		%(2)
Portfolio Turnover	32		%	67		%	64		%	76		%	52		%	3		%
Total Return(3)	2.20		%	3.93		%	6.91		%	2.19		%	—			—
Net assets, end of period (000’s omitted)	$	6,365,768		$	5,389,638		$	2,217,874		$	1,326,128		$	1,387,728		$	145,896

† The operating expenses of the Portfolio may reflect a reduction of the investment adviser fee and an allocation of expenses to the Investment Adviser. Had such actions not been taken, the ratios would have been as follows:

Ratios (As a percentage of average daily net assets):
Expenses	0.61	%	0.79	%(2)
Expenses after custodian fee reduction	0.61	%	0.79	%(2)
Net investment income	6.41	%	7.74	%(2)

(1) For the period from start of business, September 5, 2000, to October 31, 2000.

(2) Annualized.

(3) Total return is required to be disclosed for the fiscal years beginning after December 15, 2000.

See notes to financial statements

34

Floating Rate Portfolio as of April 30, 2005

NOTES TO FINANCIAL STATEMENTS (Unaudited)

1Significant Accounting Policies

Floating Rate Portfolio (the Portfolio) is registered under the Investment Company Act of 1940 as an open-end management investment company. The Portfolio was organized as a trust under the laws of the State of New York on June 19, 2000. The Portfolio’s investment objective is to provide a high level of current income. The Portfolio normally primarily invests in interests of senior floating rate loans. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At April 30, 2005, the Eaton Vance Floating-Rate Fund, Eaton Vance Floating-Rate & High Income Fund and Eaton Vance Medallion Floating-Rate Income Fund held an approximate 67.5%, 26.8% and 2.2% interest in the Portfolio, respectively. 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 — The Portfolio’s investments are primarily in interests in senior floating rate loans (Senior Loans). Certain Senior Loans are deemed to be liquid because reliable market quotations are readily available for them. Liquid Senior Loans are valued on the basis of prices furnished by a pricing service. Other Senior Loans are valued at fair value by the Fund’s investment adviser under procedures approved by the Trustees. In connection with determining the fair value of a Senior Loan, the investment adviser makes an assessment of the likelihood that the borrower will make a full repayment of the Senior Loan. The primary factors considered by the investment adviser when making this assessment are (i) the creditworthiness of the borrower, (ii) the value of the collateral backing the Senior Loan, and (iii) the priority of the Senior Loan versus other creditors of the borrower. If, based on its assessment, the investment adviser believes there is a reasonable likelihood that the borrower will make a full repayment of the Senior Loan, the investment adviser will determine the fair value of the Senior Loan using a matrix pricing approach that considers the yield on the Senior Loan relative to yields on other loan interests issued by companies of comparable credit quality. If, based on its assessment, the investment adviser believes there is not a reasonable likelihood that the borrower will make a full repayment of the Senior Loan, the investment adviser will determine the fair value of the Senior Loan 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 such factors, data and information and the relative weight to be given thereto as it deems relevant, including without limitation, some or all of the following: (i) the fundamental characteristics of and fundamental analytical data relating to the Senior Loan, including the cost, size, current interest rate, maturity and base lending rate of the Senior Loan, the terms and conditions of the Senior Loan and any related agreements, and the position of the Senior Loan in the Borrower’s debt structure; (ii) the nature, adequacy and value of the collateral securing the Senior Loan, including the Portfolio’s rights, remedies and interests with respect to the collateral; (iii) the creditworthiness of the Borrower, based on an evaluation of, among other things, its financial condition, financial statements and information about the Borrower’s business, cash flows, capital structure and future prospects; (iv) information relating to the market for the Senior Loan, including price quotations for and trading in the Senior Loan and interests in similar Senior Loans and the market environment and investor attitudes towards the Senior Loan and interests in similar Senior Loans; (v) the experience, reputation, stability and financial condition of the agent and any intermediate participants in the Senior Loan; and (vi) general economic and market conditions affecting the fair value of the Senior Loan.

Other portfolio securities (other than short-term obligations, but including listed issues) may be valued on the basis of prices furnished by one or more pricing services which determine prices for normal, institutional-size trading units of such securities which may use market information, transactions for comparable securities and various relationships between securities which are generally recognized by institutional traders. In certain circumstances, portfolio securities will be valued at the last sales price on the exchange that is the primary market for such securities, or the last quoted bid price for those securities for which the over-the-counter market is the primary market or for listed securities in which there were no sales during the day. The value of interest rate swaps

35

will be based on dealer quotations. Short-term obligations which mature in 60 days or less, are valued at amortized cost, if their original term to maturity when acquired by the Fund was 60 days or less or are valued at amortized cost using their value on the 61^st day prior to maturity, if their original term to maturity when acquired by the Fund was more than 60 days, unless in each case this is determined not to represent fair value. OTC options are valued at the mean between the bid and asked price provided by dealers. Financial futures contracts listed on commodity exchanges and exchange traded options are valued at closing settlement prices. Repurchase agreements are valued at cost plus accrued interest. Other portfolio securities for which there are no quotations or valuations are valued at fair value using methods determined in good faith by or at the direction of the Trustees.

B Income — Interest income from Senior Loans is recorded on the accrual basis at the then-current interest rate, while all other interest income is determined on the basis of interest accrued, adjusted for amortization of premium or discount when required. Fees associated with amendments are paid/recognized immediately.

C Income 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. 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.

D Forward Foreign Currency Exchange Contracts — The Portfolio may enter into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of their contracts and from movements in the value of a foreign currency relative to the U.S. dollar. The Portfolio will enter into forward contracts for hedging purposes as well as non-hedging purposes. The forward foreign currency exchange contracts are adjusted by the daily exchange rate of the underlying currency and any gains or losses are recorded for financial statement purposes as unrealized until such time as the contracts have been closed.

E Interest Rate Swaps — The Portfolio may use interest rate swaps for risk management purposes and not as a speculative investment. Pursuant to these agreements the Portfolio receives quarterly payments at a rate equal to a predetermined three-month LIBOR. In exchange, the Portfolio makes semi-annual payments at a predetermined fixed rate of interest. During the term of the outstanding swap agreement, changes in the underlying value of the swap are recorded as unrealized gains and losses. The value of the swap is determined by changes in the relationship between two rates of interest. The Portfolio is exposed to credit loss in the event of non-performance by the swap counterparty. The Portfolio does not anticipate non-performance by the counterparty. Risk may also arise from the unanticipated movements in value of interest rates.

F Credit Default Swaps — The Portfolio may enter into credit default swap contracts for risk management purposes, including diversification. 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 from the counterparty to the contract in the event of a default by a third party, such as a U.S. or foreign corporate issuer, on the debt obligation. In return, the Portfolio would pay the counterparty a periodic stream of payments over the term of the contract provided that no event of default has occurred. If no default occurs, the Portfolio would have made a stream of payments and received no benefit from the contract reducing exposure to the credit by the notional amount of the contract. When the Portfolio is the seller of a credit default swap contract, it receives a stream of payments, but is obligated to pay par value of the notional amount of the contract upon default of the referenced debt obligation. As the seller, the Portfolio would effectively add leverage to its portfolio because, in addition to its total net assets, the Portfolio would be subject to investment exposure on the notional amount of the swap. The Portfolio will segregate assets in the form of cash and cash equivalents in an amount equal to the aggregate market value of the credit default swaps of which it is the seller, 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.

36

G Expense Reduction — Investors Bank & Trust (IBT) serves as custodian of the Portfolio. Pursuant to the custodian agreement, IBT receives a fee reduced by credits which are determined based on the average daily cash balance the Portfolio maintains with IBT. All credit balances used to reduce the Portfolio’s custodian fees are reported as a reduction of total expenses in the Statement of Operations.

H 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.

I 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. Interestholders in the Portfolio are jointly and severally liable for the liabilities and obligations of the Portfolio in the event that the Portfolio fails to satisfy such liabilities and obligations; provided, however, that, to the extent assets are available in the Portfolio, the Portfolio may, under certain circumstances, indemnify interestholders from and against any claim or liability to which such holder may become subject by reason of being or having been an interestholder in the Portfolio. 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.

J Other — Investment transactions are accounted for on a trade date basis.

K Interim Financial Statements — The interim financial statements relating to April 30, 2005 and for the six months then ended have not been audited by an Independent Registered Public Accounting Firm, but in the opinion of the Portfolio’s management reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the financial statements.

2Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by BMR, as compensation for management and investment advisory services rendered to the Portfolio. The fee is equivalent to 0.575% of the Portfolio’s average daily net assets up to $1 billion and at reduced rates as daily net assets exceed that level. For the six months ended April 30, 2005, the fee was equivalent to 0.514% (annualized) of the Portfolio’s average net assets for such period and amounted to $14,900,004.

Except as to Trustees of the Portfolio who are not members of EVM’s or BMR’s organization, officers and Trustees receive remuneration for their services to the Portfolio out of such investment adviser fee. Trustees of the Portfolio that are not affiliated with the Investment Adviser may elect to defer receipt of all or a portion of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the six months ended April 30, 2005, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.

3Investments

The Portfolio invests primarily in Senior Loans. The ability of the issuers of the Senior Loans to meet their obligations may be affected by economic developments in a specific industry. The cost of purchases and the proceeds from principal repayments and sales of Senior Loans for the six months ended April 30, 2005 aggregated $2,846,148,861, $1,481,111,902 and $198,796,378, respectively.

4Line of Credit

The Portfolio participates with other portfolios managed by BMR in a $500 million unsecured line of credit agreement with a group of banks to permit the Portfolio to invest in accordance with its investment practices. Interest is charged under the credit agreement at the bank’s base rate or at an amount above LIBOR. In addition, a fee computed at the annual rate of 0.09% of the daily unused portion of the line of credit is allocated among the participating portfolios at the end of each quarter. As of April 30, 2005, the Portfolio had no borrowings outstanding. The Portfolio did not have any significant borrowings or allocated fees during the six months ended April 30, 2005.

37

5Federal Income Tax Unrealized Appreciation (Depreciation)

The cost and unrealized appreciation/depreciation in the value of the investments owned at April 30, 2005, as computed on a federal income tax basis, were as follows:

Aggregate cost	$	6,218,653,060
Gross unrealized appreciation	$	41,396,112
Gross unrealized depreciation	(6,831,219		)
Net unrealized appreciation	$	34,564,893

6Financial Instruments

The Portfolio may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities and to assist in managing exposure to various market risks. These financial instruments include written options, financial futures contracts, forward foreign currency contracts, credit default swaps, and interest rate swaps 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 does 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.

38

Forward Foreign Currency Exchange Contracts

Sales Settlement Date	Deliver		In Exchange For		Net Unrealized Depreciation
5/31/05	Euro	3,570,581	United States Dollar	4,609,941	(2,918		)
					$	(2,918	)

Credit Default Swaps

Notional Amount	Expiration Date	Description	Net Unrealized Appreciation (Depreciation)
4,000,000 USD	9/20/2008	Agreement with Credit Suisse/First Boston dated 1/10/2004 whereby the Portfolio will receive 2.45% per year times the notional amount. The Portfolio makes a payment only upon a default event on underlying loan assets (47 in total, each representing 2.13% of the notional value of the swap).	$	(99,636	)
2,000,000 USD	9/20/2008	Agreement with Credit Suisse/First Boston dated 2/13/2004 whereby the Portfolio will receive 2.45% per year times the notional amount. The Portfolio makes a payment only upon a default event on underlying loan assets (47 total, each representing 2.13% of the notional value of the swap).	(35,718		)
2,000,000 USD	9/20/2008	Agreement with Credit Suisse/First Boston dated 3/23/2004 whereby the Portfolio will receive 2.45% per year times the notional amount. The Portfolio makes a payment only upon a default event on underlying loan assets (39 in total, each representing 2.56% of the notional value of the swap).	(3,343		)
10,000,000 USD	12/20/2009	Agreement with Lehman Brothers dated 10/28/2004 whereby the Portfolio will receive 2.35% per year times the notional amount. The Portfolio makes a payment of the notional amount only upon a default event on the reference entity, a Revolving Credit Agreement issued by Crown Americas, Inc.	329,598
5,000,000 USD	3/20/2010	Agreement with Lehman Brothers dated 12/21/2004 whereby the Portfolio will receive 2.7% per year times the notional amount. The Portfolio makes a payment of the notional amount only upon a default event on the reference entity, a Revolving Credit Agreement issued by Six Flag Theme Parks.	$	68,479
6,500,000 USD	3/20/2010	Agreement with Lehman Brothers dated 3/16/2005 whereby the Portfolio will receive 2.2% per year times the notional amount. The Portfolio makes a payment of the notional amount only upon a default event on the reference entity, a Revolving Credit Agreement issued by Inergy, L.P.	14,100
3,000,000 USD	6/20/2010	Agreement with Lehman Brothers dated 4/1/2005 whereby the Portfolio will receive 2% per year times the notional amount. The Portfolio makes a payment of the notional amount only upon a default event on the reference entity, a Revolving Credit Agreement issued by Pinnacle Entertainment, Inc.	12,098
3,000,000 USD	3/20/2011	Agreement with Lehman Brothers dated 3/3/2005 whereby the Portfolio will receive 1.85% per year times the notional amount. The Portfolio makes a payment of the notional amount only upon a default event on the reference entity, a Revolving Credit Agreement issued by Syniverse Technologies, Inc.	9,436

39

7Restricted Securities

At April 30, 2005, the Portfolio owned the following securities (representing less than 0.1% 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 fair 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.

Description	Date of Acquisition	Shares/Face	Cost		Fair Value
Common Stocks
Knowledge Universe, Inc.	10/23/04	25	$	25,000	$	39,956
			$	25,000	$	39,956
Preferred Stocks
Hayes Lemmerz International	6/23/03	350	$	17,500	$	7,983
			$	17,500	$	7,983
			$	42,500	$	47,939

8Interestholder Meeting

The Portfolio held a Special Meeting of Interestholders on April 29, 2005 to elect Trustees. The results of the vote were as follows:

	Interest in the Portfolio
Nominee for Trustee	Affirmative		Withhold
Benjamin C. Esty	99	%	1	%
James B. Hawkes	99	%	1	%
Samuel L. Hayes, III	99	%	1	%
William H. Park	99	%	1	%
Ronald A. Pearlman	99	%	1	%
Norton H. Reamer	99	%	1	%
Lynn A. Stout	99	%	1	%
Ralph F. Verni	99	%	1	%

Results are rounded to the nearest whole number.

40

Eaton Vance Floating-Rate Fund as of April 30, 2005

BOARD OF TRUSTEES’ ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT

The investment advisory agreement between Floating Rate Portfolio (the “Portfolio”) and its investment adviser, Boston

Management and Research, provides that the advisory agreement will continue in effect from year to year so long as its continuance is approved at least annually (i) by a vote of a majority of the noninterested Trustees of the Portfolio cast in person at a meeting called for the purpose of voting on such approval and (ii) by the Trustees of the Portfolio or by vote of a majority of the outstanding interests of the Portfolio.

In considering the annual approval of the investment advisory agreement between the Portfolio and the investment adviser, the Special Committee of the Board of Trustees considered information that had been provided throughout the year at regular Board meetings, as well as information furnished for a series of meetings held in February and March in preparation for a Board meeting held on March 21, 2005 to specifically consider the renewal of the investment advisory agreement. Such information included, among other things, the following:

•An independent report comparing the advisory fees of the Portfolio with those of comparable funds;

•An independent report comparing the expense ratio of the Eaton Vance Floating-Rate Fund to those of comparable funds;

•Information regarding Fund investment performance (including on a risk-adjusted basis) in comparison to relevant peer groups of funds and appropriate indices;

•The economic outlook and the general investment outlook in relevant investment markets;

•Eaton Vance Management’s (“Eaton Vance”) results and financial condition and the overall organization of the investment adviser;

•The procedures and processes used to determine the fair value of Fund assets, including, in particular, the valuation of senior loan portfolios and actions taken to monitor and test the effectiveness of such procedures and processes;

•Eaton Vance’s management of the relationship with the custodian, subcustodians and fund accountants;

•The resources devoted to compliance efforts undertaken by Eaton Vance on behalf of the funds it manages and the record of compliance with the investment policies and restrictions and with policies on personal securities transactions;

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

•The terms of the advisory agreement and the reasonableness and appropriateness of the particular fee paid by the Portfolio for the services described therein.

The Special Committee also considered the investment adviser’s portfolio management capabilities, including information relating to the education, experience, and number of investment professionals and other personnel who provide services under the investment advisory agreement. Specifically, the Special Committee considered the investment adviser’s experience in managing senior loan portfolios. The Special Committee noted the experience of the 26 bank loan investment professionals and other personnel who would provide services under the investment advisory agreement, including four portfolio managers and 15 analysts. Many of these portfolio managers and analysts have previous experience working for commercial banks and other lending institutions. The Special Committee also took into account the time and attention to be devoted by senior management to the Portfolio and the other funds in the complex.

The Special Committee evaluated the level of skill required to manage the Portfolio and concluded that the human resources available at the investment adviser were appropriate to fulfill its duties on behalf of the Portfolio.

In its review of comparative information with respect to the Fund’s investment performance (including on a risk-adjusted basis), the Special Committee concluded that the Fund has performed within a range that the Special Committee deemed competitive. With respect to its review of investment advisory fees, the Special Committee concluded that the fees paid by the Portfolio are within the range of those paid by comparable funds within the mutual fund industry. In reviewing the information regarding the expense ratio of the Fund, the Special Committee concluded that the Fund’s expense ratio is within a range that is competitive with comparable funds.

In addition to the factors mentioned above, the Special Committee reviewed the level of the investment adviser’s profits in providing investment management services for the Portfolio and for all Eaton Vance funds as a group. The Special Committee also reviewed the benefits to Eaton Vance and its affiliates in providing administration services for the Fund and for all Eaton Vance funds as a group. In addition, the Special Committee considered the fiduciary duty assumed by the investment adviser in connection with the services rendered to the Fund and Portfolio and the business reputation of the investment adviser and its financial resources. The Trustees concluded that in light of the services rendered, the profits realized by the investment adviser are not unreasonable. The Special Committee also considered the extent to which the investment adviser appears to be realizing benefits

41

from economies of scale in managing the Portfolio, and concluded that the fee breakpoints which are in place will allow for an equitable sharing of such benefits, when realized, with the Portfolio and the shareholders of the Fund.

The Special Committee did not consider any single factor as controlling in determining whether or not to renew the investment advisory agreement. Nor are the items described herein all the matters considered by the Special Committee. In assessing the information provided by Eaton Vance and its affiliates, the Special Committee also took into consideration the benefits to shareholders of investing in a fund that is a part of a large family of funds which provides a large variety of shareholder services.

Based on its consideration of the foregoing factors and conclusions, and such other factors and conclusions as it deemed relevant, and assisted by independent counsel, the Special Committee concluded that the renewal of the investment advisory agreement, including the fee structure, is in the interests of shareholders.

42

INVESTMENT MANAGEMENT

Eaton Vance Floating - Rate Fund

Officers

Thomas E. Faust Jr.

President

William H. Ahern, Jr.

Vice President

Cynthia J.Clemson

Vice President

Thomas J. Fetter

Vice President

Michael R. Mach

Vice President

Robert B. MacIntosh

Vice President

Duncan W. Richardson

Vice President

Walter A. Row, III

Vice President

Judith A. Saryan

Vice President

Susan Schiff

Vice President

James L. O’Connor

Treasurer

Alan R. Dynner

Secretary

Paul M. O’Neil

Chief Compliance Officer

Trustees

Samuel L. Hayes, III

Chairman

Benjamin C. Esty

James B. Hawkes

William H. Park

Ronald A. Pearlman

Norton H. Reamer

Lynn A. Stout

Ralph F. Verni

Floating Rate Portfolio

Officers

Payson F. Swaffield

President

Scott H. Page

Vice President and Portfolio Manager

Barbara E. Campbell

Treasurer

Alan R. Dynner

Secretary

Paul M. O’Neil

Chief Compliance Officer

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, Samuel L. Hayes, III and Norton H. Reamer, each an independent trustee, as its audit committee financial experts.  Mr. Park is a certified public accountant who is the President and Chief Executive Officer of Prizm Capital Management, LLC (investment management firm).  Previously, he served as Executive Vice President and Chief Financial Officer of United Asset Management Corporation (“UAM”) (a holding company owning institutional investment management firms).  Mr. Hayes is the Jacob H. Schiff Professor of Investment Banking Emeritus of the Harvard University Graduate School of Business Administration.  Mr. Reamer is the President, Chief Executive Officer and a Director of Asset Management Finance Corp. (a specialty finance company serving the investment management industry) and is President of Unicorn Corporation (an investment and financial advisory services company).  Formerly, Mr. Reamer was Chairman of Hellman, Jordan Management Co., Inc. (an investment management company) and Advisory Director of Berkshire Capital Corporation (an investment banking firm), Chairman of the Board of UAM and Chairman, President and Director of the UAM Funds (mutual funds).

Item 4. Principal Accountant Fees and Services

Not required in this filing

Item 5. Audit Committee of Listed registrants

Not required in this filing.

Item 6. Schedule of Investments

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

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

Not required in this filing.

Item 8. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not required in this filing.

Item 9. Submission of Matters to a Vote of Security Holders.

Effective February 7, 2005, the Governance Committee of the Board of Trustees revised the procedures by which a Fund’s shareholders may recommend nominees to the registrant’s Board of Trustees to add the following (highlighted):

The Governance Committee shall, when identifying candidates for the position of Independent Trustee, consider any such candidate recommended by a shareholder of a Fund if such recommendation contains  (i) sufficient background information concerning the candidate, including evidence the candidate is willing to serve as an Independent Trustee if selected for the position; and (ii) is received in a sufficiently timely manner (and in any event no later than the date specified for receipt of shareholder proposals in any applicable proxy statement with respect to a Fund).  Shareholders shall be directed to address any such recommendations in writing to the attention of the Governance Committee, c/o the Secretary of the Fund. The Secretary shall retain copies of any shareholder recommendations which meet the foregoing requirements for a period of not more than 12 months following receipt. The Secretary shall have no obligation to acknowledge receipt of any shareholder recommendations

Item 10. 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 11. 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.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Floating Rate Portfolio
By:	/s/ Payson F. Swaffield
	Payson F. Swaffield
	President
Date:	June 21, 2005

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ Barbara E. Campbell
	Barbara E. Campbell
	Treasurer
Date:	June 21, 2005

By:	/s/ Payson F. Swaffield
	Payson F. Swaffield
	President
Date:	June 21, 2005