Boston Income Portfolio N-CSR Certified 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: 811-02258

Boston Income Portfolio

(Exact Name of registrant as Specified in Charter)

Two International Place Boston, Massachusetts 02110
(Address of Principal Executive Offices)

Maureen A. Gemma
Two International Place Boston, Massachusetts 02110
(Name and Address of Agent for Services)

(617) 482-8260

(registrant’s Telephone Number)

October 31

Date of Fiscal Year End

October 31, 2009

Date of Reporting Period

TABLE OF CONTENTS

	Item 1. Reports to Stockholders
	Item 2. Code of Ethics
	Item 3. Audit Committee Financial Expert
	Item 4. Principal Accountant Fees and Services
	Item 5. Audit Committee of Listed registrants
	Item 6. Schedule of Investments
	Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies
	Item 8. Portfolio Managers of Closed-End Management Investment Companies
	Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers
	Item 10. Submission of Matters to a Vote of Security Holders
	Item 11. Controls and Procedures
	Item 12. Exhibits
Signatures
EX-99.CERT Section 302 Certification
EX-99.CERT Section 906 Certification

Item 1. Reports to Stockholders

Boston Income Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS

Senior Floating-Rate Interests — 7.7%(1)
	Principal
	Amount
Security	(000’s omitted)		Value
Aerospace — 0.6%
Hawker Beechcraft Acquisition, Term Loan, 2.26%, Maturing 3/26/14	$	17,907	$	14,235,861
Hawker Beechcraft Acquisition, Term Loan, 2.28%, Maturing 3/26/14		1,060		842,359
			$	15,078,220
Automotive & Auto Parts — 1.1%
EPD Holdings, (Goodyear Engineering Products), Term Loan - Second Lien, 6.00%, Maturing 7/13/15	$	5,410	$	3,300,100
Ford Motor Co., Revolving Loan, Maturing 12/15/13(2)		3,900		3,547,050
Ford Motor Co., Term Loan, 3.29%, Maturing 12/16/13		23,116		20,659,697
			$	27,506,847
Broadcasting — 0.3%
HIT Entertainment, Inc., Term Loan - Second Lien, 5.98%, Maturing 2/5/13	$	13,910	$	7,546,175
			$	7,546,175
Building Materials — 0.4%
Panolam Industries Holdings, Inc., Term Loan, 5.00%, Maturing 9/30/12	$	10,649	$	9,610,450
			$	9,610,450
Capital Goods — 0.1%
Dresser, Inc., Term Loan - Second Lien, 6.00%, Maturing 5/4/15	$	2,120	$	1,929,200
			$	1,929,200
Consumer Products — 0.1%
Amscan Holdings, Inc., Term Loan, 2.65%, Maturing 5/25/13	$	3,149	$	2,860,568
			$	2,860,568
Diversified Media — 0.1%
Nielsen Finance, LLC, Term Loan, 2.24%, Maturing 8/9/13	$	3,579	$	3,340,322
			$	3,340,322
Electronics / Electrical — 0.3%
Freescale Semiconductor, Inc., Term Loan, 2.00%, Maturing 11/29/13	$	9,055	$	7,382,493
			$	7,382,493
Food & Drug Retail — 0.8%
Rite Aid Corp., Term Loan, 9.50%, Maturing 6/10/15	$	10,350	$	10,729,504
Warner Chilcott Corp., Term Loan, Maturing 10/30/14(2)		2,780		2,788,564
Warner Chilcott Corp., Term Loan, Maturing 4/30/15(2)		3,058		3,067,329
Warner Chilcott Corp., Term Loan, Maturing 4/30/15(2)		973		975,998
Warner Chilcott Corp., Term Loan, Maturing 4/30/15(2)		1,390		1,394,017
			$	18,955,412
Food / Beverage / Tobacco — 0.4%
Dole Food Company, Inc., Term Loan, 7.78%, Maturing 4/12/13	$	992	$	1,004,074
Dole Food Company, Inc., Term Loan, 8.00%, Maturing 4/12/13		6,214		6,287,874
Dole Food Company, Inc., Term Loan, 8.00%, Maturing 4/12/13		1,730		1,750,676
			$	9,042,624
Gaming — 0.4%
BLB Worldwide Holdings, Term Loan - Second Lien, 0.00%, Maturing 7/18/12(3)	$	8,520	$	575,100
Cannery Casino Resorts, LLC, Term Loan - Second Lien, 4.50%, Maturing 5/16/14		3,220		2,342,550
Great Lakes Entertainment, Term Loan, 9.00%, Maturing 8/15/12		6,208		5,990,775
			$	8,908,425
Health Care — 0.4%
Viant Holdings, Inc., Term Loan, 2.54%, Maturing 6/25/14	$	9,230	$	8,998,869
			$	8,998,869
Insurance — 0.3%
HUB International, Ltd., Term Loan, Maturing 6/12/14(2)	$	6,280	$	6,166,175
			$	6,166,175

See notes to financial statements

18

Boston Income Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

	Principal
	Amount
Security	(000’s omitted)		Value
Leisure — 0.3%
Universal City Development Partners, Ltd., Term Loan, 6.00%, Maturing 6/9/11	$	6,840	$	6,822,900
			$	6,822,900
Services — 1.2%
Neff Rental, Inc., Term Loan - Second Lien, 3.78%, Maturing 11/20/14	$	2,730	$	573,300
Rental Service Corp., Term Loan - Second Lien, 3.82%, Maturing 11/30/13		7,661		6,952,461
Travelport, LLC, Term Loan, 2.78%, Maturing 8/23/13		1,668		1,520,762
Travelport, LLC, Term Loan, 2.78%, Maturing 8/23/13		9,332		8,515,504
Travelport, LLC, Term Loan, 2.78%, Maturing 8/23/13		1,658		1,512,871
Travelport, LLC, Term Loan, 10.50%, Maturing 8/23/13		9,576		9,735,603
			$	28,810,501
Steel — 0.2%
RathGibson, Inc., DIP Loan, 10.70%, Maturing 2/10/10	$	5,858	$	5,858,461
			$	5,858,461
Transportation Ex Air / Rail — 0.1%
CEVA Group, PLC, Term Loan, 3.25%, Maturing 6/29/15	$	2,526	$	2,132,605
CEVA Group, PLC, Term Loan, 3.28%, Maturing 8/2/15		848		705,170
			$	2,837,775
Utilities — 0.6%
TXU Texas Competitive Electric Holdings Co., LLC, Term Loan, 3.74%, Maturing 10/10/14	$	17,711	$	13,767,337
			$	13,767,337
Total Senior Floating-Rate Interests
(identified cost $186,225,555)			$	185,422,754
Corporate Bonds & Notes — 87.8%
	Principal
	Amount
Security	(000’s omitted)		Value
Aerospace — 0.4%
Alion Science and Technologies Corp., 10.25%, 2/1/15	$	2,910	$	2,066,100
Bombardier, Inc., 8.00%, 11/15/14(4)		2,620		2,698,600
Hawker Beechcraft Acquisition, 9.75%, 4/1/17		4,255		2,861,488
Spirit AeroSystems, Inc., 7.50%, 10/1/17(4)		2,170		2,164,575
			$	9,790,763
Air Transportation — 0.0%
Continental Airlines, 7.033%, 6/15/11	$	1,135	$	1,021,650
			$	1,021,650
Automotive & Auto Parts — 4.3%
Affinia Group, Inc., Sr. Notes, 10.75%, 8/15/16(4)	$	1,810	$	1,995,525
Allison Transmission, Inc., 11.00%, 11/1/15(4)		1,690		1,732,250
Allison Transmission, Inc., (PIK), 11.25%, 11/1/15(4)		12,235		11,485,606
Altra Industrial Motion, Inc., 9.00%, 12/1/11		6,560		6,732,200
Commercial Vehicle Group, Inc., Sr. Notes, 8.00%, 7/1/13		5,790		3,329,250
Ford Motor Credit Co., Sr. Notes, 7.50%, 8/1/12		12,115		11,805,401
Ford Motor Credit Co., Sr. Notes, 7.80%, 6/1/12		9,235		9,047,797
Ford Motor Credit Co., Sr. Notes, 8.00%, 12/15/16		17,655		17,077,523
Ford Motor Credit Co., Sr. Notes, 9.875%, 8/10/11		8,495		8,692,806
Ford Motor Credit Co., Sr. Notes, 12.00%, 5/15/15		4,785		5,394,241
Goodyear Tire & Rubber Co. (The), Sr. Notes, 10.50%, 5/15/16		13,235		14,393,062
Navistar International Corp., Sr. Notes, 8.25%, 11/1/21		10,405		10,209,906
United Components, Inc., Sr. Sub. Notes, 9.375%, 6/15/13		1,895		1,804,988
			$	103,700,555
Banks and Thrifts — 0.5%
General Motors Acceptance Corp., 6.875%, 9/15/11(4)	$	1,213		1,176,610

See notes to financial statements

19

Boston Income Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

	Principal
	Amount
Security	(000’s omitted)		Value
Banks and Thrifts (continued)
General Motors Acceptance Corp., 8.00%, 11/1/31(4)	$	13,210	$	11,426,650
			$	12,603,260
Broadcasting — 1.2%
Cequel Communications Holdings, LLC, 8.625%, 11/15/17(4)	$	6,795	$	6,700,507
Rainbow National Services, LLC, Sr. Sub. Notes, 10.375%, 9/1/14(4)		2,490		2,626,950
Sirius XM Radio, Inc., Sr. Notes, 9.75%, 9/1/15(4)		4,520		4,633,000
XM Satellite Radio Holdings, Inc., Sr. Notes, 11.25%, 6/15/13(4)		7,655		8,076,025
XM Satellite Radio Holdings, Inc., Sr. Notes, 13.00%, 8/1/13(4)		7,025		7,025,000
			$	29,061,482
Building Materials — 0.6%
Interface, Inc., Sr. Notes, 11.375%, 11/1/13(4)	$	2,320	$	2,517,200
Interface, Inc., Sr. Sub. Notes, 9.50%, 2/1/14		965		952,938
Panolam Industries International, Sr. Sub. Notes, 10.75%, 10/1/13(3)		11,740		3,815,500
Texas Industries, Inc., Sr. Notes, 7.25%, 7/15/13(4)		4,030		3,969,550
USG Corp., 9.75%, 8/1/14(4)		2,335		2,463,425
			$	13,718,613
Cable / Satellite TV — 2.0%
CCO Holdings, LLC/CCO Capital Corp., Sr. Notes, 8.75%, 11/15/13(3)	$	12,405	$	13,614,487
Charter Communications, Inc., Sr. Notes, 10.375%, 4/30/14(3)(4)		1,865		1,906,963
Charter Communications, Inc., Sr. Notes, 12.875%, 9/15/14(3)(4)		6,050		6,715,500
Kabel Deutschland GmbH, 10.625%, 7/1/14		6,840		7,241,850
National Cable PLC, Sr. Notes, 9.125%, 8/15/16		10,585		10,955,475
Virgin Media Finance PLC, 9.50%, 8/15/16		7,255		7,708,437
			$	48,142,712
Capital Goods — 1.5%
American Railcar Industry, Sr. Notes, 7.50%, 3/1/14	$	3,895	$	3,563,925
Chart Industries, Inc., Sr. Sub. Notes, 9.125%, 10/15/15		3,575		3,575,000
ESCO Corp., Sr. Notes, 8.625%, 12/15/13(4)		7,300		7,245,250
RBS Global & Rexnord Corp., 9.50%, 8/1/14(4)		3,506		3,488,470
RBS Global & Rexnord Corp., 11.75%, 8/1/16		5,290		5,157,750
Terex Corp., Sr. Notes, 10.875%, 6/1/16		11,975		12,992,875
			$	36,023,270
Chemicals — 2.8%
Ashland, Inc., 9.125%, 6/1/17(4)	$	6,940	$	7,512,550
CII Carbon, LLC, 11.125%, 11/15/15(4)		5,555		5,499,450
Dow Chemical Co. (The), 8.55%, 5/15/19		14,475		16,552,655
INEOS Group Holdings PLC, Sr. Sub. Notes, 8.50%, 2/15/16(4)		8,975		5,070,875
Nalco Co., Sr. Notes, 8.25%, 5/15/17(4)		5,500		5,802,500
Nova Chemicals Corp., Sr. Notes, 8.375%, 11/1/16(4)		5,500		5,555,000
Reichhold Industries, Inc., Sr. Notes, 9.00%, 8/15/14(4)		11,950		9,739,250
Solutia, Inc., 8.75%, 11/1/17		4,840		5,033,600
Terra Capital, Inc., Sr. Notes, 7.75%, 11/1/19(4)		5,235		5,287,350
			$	66,053,230
Consumer Products — 1.2%
ACCO Brands Corp., 7.625%, 8/15/15	$	4,145	$	3,771,950
ACCO Brands Corp., Sr. Notes, 10.625%, 3/15/15(4)		6,630		7,127,250
Amscan Holdings, Inc., Sr. Sub. Notes, 8.75%, 5/1/14		12,225		11,613,750
Sealy Mattress Co., 8.25%, 6/15/14		4,115		4,012,125
Sealy Mattress Co., Sr. Notes, 10.875%, 4/15/16(4)		1,415		1,591,875
			$	28,116,950
Containers — 0.7%
Intertape Polymer US, Inc., Sr. Sub. Notes, 8.50%, 8/1/14	$	5,160	$	4,050,600
Pliant Corp., Sr. Notes, 11.625%, 6/15/10(3)		9,994		8,819,628
Solo Cup Co., Sr. Notes, 10.50%, 11/1/13(4)		4,680		4,984,200
			$	17,854,428
Diversified Financial Services — 0.2%
Cantor Fitzgerald, LP, 7.875%, 10/15/19(4)	$	5,410	$	5,456,905
			$	5,456,905

See notes to financial statements

20

Boston Income Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

	Principal
	Amount
Security	(000’s omitted)		Value
Diversified Media — 3.1%
Affinion Group, Inc., 10.125%, 10/15/13	$	1,800	$	1,854,000
Affinion Group, Inc., 11.50%, 10/15/15		4,865		5,108,250
Catalina Marketing Corp., 11.625%, 10/1/17(4)		6,747		6,865,072
Catalina Marketing Corp., (PIK), 10.50%, 10/1/15(4)		1,845		1,877,288
Interpublic Group Cos., Inc., 10.00%, 7/15/17		9,315		10,060,200
LBI Media, Inc., Sr. Disc. Notes, 11.00%, 10/15/13		3,320		2,112,350
MDC Partners, Inc., 11.00%, 11/1/16(4)		7,310		7,355,687
Nielsen Finance, LLC, 10.00%, 8/1/14		15,390		15,928,650
Nielsen Finance, LLC, 11.50%, 5/1/16		6,670		7,120,225
Nielsen Finance, LLC, 12.50%, (0.00% until 8/1/11), 8/1/16		4,600		4,007,750
Nielsen Finance, LLC, Sr. Notes, 11.625%, 2/1/14		795		852,638
Warner Music Group Acquisition Corp., Sr. Notes, 9.50%, 6/15/16(4)		10,465		11,223,712
			$	74,365,822
Energy — 7.5%
Allis-Chalmers Energy, Inc., Sr. Notes, 9.00%, 1/15/14	$	6,125	$	5,206,250
Berry Petroleum Co., Sr. Notes, 10.25%, 6/1/14		6,755		7,261,625
Bill Barrett Corp., 9.875%, 7/15/16		1,410		1,501,650
Clayton Williams Energy, Inc., 7.75%, 8/1/13		4,650		4,068,750
Compton Pet Finance Corp., 7.625%, 12/1/13		8,727		6,479,798
Denbury Resources, Inc., Sr. Sub. Notes, 7.50%, 12/15/15		4,315		4,336,575
Denbury Resources, Inc., Sr. Sub. Notes, 9.75%, 3/1/16		9,875		10,640,312
El Paso Corp., Sr. Notes, 9.625%, 5/15/12		6,220		6,499,620
Forbes Energy Services, Sr. Notes, 11.00%, 2/15/15		10,125		8,530,313
Holly Corp., 9.875%, 6/15/17(4)		10,620		11,044,800
OPTI Canada, Inc., Sr. Notes, 7.875%, 12/15/14		4,010		3,147,850
OPTI Canada, Inc., Sr. Notes, 8.25%, 12/15/14		3,605		2,847,950
Petroleum Development Corp., Sr. Notes, 12.00%, 2/15/18		3,885		3,894,713
Petroplus Finance, Ltd., 6.75%, 5/1/14(4)		955		897,700
Petroplus Finance, Ltd., 7.00%, 5/1/17(4)		15,495		14,100,450
Petroplus Finance, Ltd., Sr. Notes, 9.375%, 9/15/19(4)		12,145		12,236,087
Quicksilver Resources, Inc., 7.125%, 4/1/16		11,035		9,959,087
Quicksilver Resources, Inc., Sr. Notes, 11.75%, 1/1/16		9,830		10,960,450
SandRidge Energy, Inc., Sr. Notes, 8.00%, 6/1/18(4)		6,300		6,268,500
SandRidge Energy, Inc., Sr. Notes, (PIK), 8.625%, 4/1/15		11,760		11,995,200
SemGroup, L.P., Sr. Notes, 8.75%, 11/15/15(3)(4)		10,225		664,625
SESI, LLC, Sr. Notes, 6.875%, 6/1/14		1,150		1,127,000
Southwestern Energy Co., Sr. Notes, 7.50%, 2/1/18		9,050		9,344,125
Stewart & Stevenson, LLC, Sr. Notes, 10.00%, 7/15/14		5,930		5,485,250
Tesoro Corp., 9.75%, 6/1/19		2,320		2,395,400
United Refining Co., Sr. Notes, 10.50%, 8/15/12		21,745		18,809,425
			$	179,703,505
Entertainment / Film — 1.9%
AMC Entertainment, Inc., 11.00%, 2/1/16	$	33,741	$	35,596,755
Marquee Holdings, Inc., Sr. Disc. Notes, 9.505%, 8/15/14		10,360		8,663,550
			$	44,260,305
Environmental — 0.8%
Casella Waste Systems, Inc., Sr. Notes, 11.00%, 7/15/14(4)	$	2,350	$	2,520,375
Clean Harbors, Inc., Sr. Notes, 7.625%, 8/15/16(4)		3,115		3,208,450
Waste Services, Inc., Sr. Sub. Notes, 9.50%, 4/15/14(4)		5,965		6,024,650
Waste Services, Inc., Sr. Sub. Notes, 9.50%, 4/15/14		7,240		7,312,400
			$	19,065,875
Food & Drug Retail — 0.4%
Duane Reade, Inc., Sr. Notes, 11.75%, 8/1/15(4)	$	1,365	$	1,460,550
Supervalu, Inc., Sr. Notes, 8.00%, 5/1/16		7,530		7,699,425
			$	9,159,975
Food / Beverage / Tobacco — 1.9%
ASG Consolidated, LLC/ASG Finance, Inc., Sr. Disc. Notes, 11.50%, 11/1/11	$	10,090	$	9,913,425
Dole Foods Co., 13.875%, 3/15/14(4)		9,405		11,050,875

See notes to financial statements

21

Boston Income Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

	Principal
	Amount
Security	(000’s omitted)		Value
Food / Beverage / Tobacco (continued)
Smithfield Foods, Inc., Sr. Notes, 7.00%, 8/1/11	$	15,675	$	15,204,750
Smithfield Foods, Inc., Sr. Notes, 10.00%, 7/15/14(4)		7,905		8,339,775
			$	44,508,825
Gaming — 6.1%
Buffalo Thunder Development Authority, 9.375%, 12/15/14(3)(4)	$	11,355	$	2,157,450
CCM Merger, Inc., 8.00%, 8/1/13(4)		8,020		6,616,500
Chukchansi EDA, Sr. Notes, Variable Rate, 4.913%, 11/15/12(4)		5,045		3,153,125
Eldorado Casino Shreveport, 10.00%, 8/1/12(5)		518		456,573
Fontainebleau Las Vegas Casino, LLC, 11.00%, 6/15/15(3)(4)		19,830		793,200
Galaxy Entertainment Finance, 9.875%, 12/15/12(4)		15,060		14,834,100
Galaxy Entertainment Finance, Variable Rate, 6.218%, 12/15/10(4)		5,565		5,481,525
Greektown Holdings, LLC, Sr. Notes, 10.75%, 12/1/13(3)(4)		1,804		369,820
Harrah’s Operating Co., Inc., Sr. Notes, 11.25%, 6/1/17(4)		6,105		6,257,625
Harrah’s Operating Escrow Corp., Sr. Notes, 11.25%, 6/1/17(4)		5,595		5,734,875
Indianapolis Downs, LLC & Capital Corp., Sr. Notes, 11.00%, 11/1/12(4)		4,635		2,989,575
Inn of the Mountain Gods, Sr. Notes, 12.00%, 11/15/10(3)		7,910		3,183,775
Majestic HoldCo, LLC, 12.50%, 10/15/11(3)(4)		3,390		4,068
MGM Mirage, Inc., Sr. Notes, 10.375%, 5/15/14(4)		4,625		4,948,750
MGM Mirage, Inc., Sr. Notes, 11.125%, 11/15/17(4)		4,790		5,292,950
Mohegan Tribal Gaming Authority, Sr. Sub. Notes, 6.875%, 2/15/15		7,630		5,073,950
Mohegan Tribal Gaming Authority, Sr. Sub. Notes, 7.125%, 8/15/14		7,140		5,033,700
Mohegan Tribal Gaming Authority, Sr. Sub. Notes, 8.00%, 4/1/12		15,085		12,897,675
Mohegan Tribal Gaming Authority, Sr. Sub. Notes, 11.50%, 11/1/17(4)		5,385		5,290,763
MTR Gaming Group, Inc., 12.625%, 7/15/14(4)		6,760		6,658,600
Park Place Entertainment, 7.875%, 3/15/10		12,605		12,573,487
Peninsula Gaming, LLC, 8.375%, 8/15/15(4)		1,350		1,346,625
Peninsula Gaming, LLC, 10.75%, 8/15/17(4)		7,675		7,655,813
Pinnacle Entertainment, Inc., Sr. Sub. Notes, 7.50%, 6/15/15		2,590		2,343,950
Pokagon Gaming Authority, Sr. Notes, 10.375%, 6/15/14(4)		2,172		2,258,880
San Pasqual Casino, 8.00%, 9/15/13(4)		2,005		1,914,775
Seminole Hard Rock Entertainment, Variable Rate, 2.799%, 3/15/14(4)		3,875		3,138,750
Tunica-Biloxi Gaming Authority, Sr. Notes, 9.00%, 11/15/15(4)		9,455		8,556,775
Waterford Gaming, LLC, Sr. Notes, 8.625%, 9/15/14(4)		11,167		8,913,499
			$	145,931,153
Health Care — 7.7%
Accellent, Inc., 10.50%, 12/1/13	$	6,335	$	6,239,975
AMR HoldCo, Inc./EmCare HoldCo, Inc., Sr. Sub. Notes, 10.00%, 2/15/15		12,320		12,997,600
Apria Healthcare Group, Inc., Sr. Notes, 12.375%, 11/1/14(4)		1,115		1,218,138
Biomet, Inc., 11.625%, 10/15/17		25,120		27,663,400
Biomet, Inc., (PIK), 10.375%, 10/15/17		7,475		8,082,344
DJO Finance, LLC/DJO Finance Corp., 10.875%, 11/15/14		13,120		13,743,200
Elan Finance PLC/Elan Finance Corp., 8.75%, 10/15/16(4)		10,270		9,576,775
Fresenius US Finance II, Inc., Sr. Notes, 9.00%, 7/15/15(4)		3,685		4,071,925
HCA, Inc., 9.25%, 11/15/16		10,125		10,605,937
HCA, Inc., 9.875%, 2/15/17(4)		7,880		8,510,400
Inverness Medical Innovations, Inc., Sr. Sub. Notes, 9.00%, 5/15/16		11,385		11,584,237
MultiPlan, Inc., Sr. Sub. Notes, 10.375%, 4/15/16(4)		12,035		11,613,775
National Mentor Holdings, Inc., 11.25%, 7/1/14		7,385		7,366,537
Res-Care, Inc., Sr. Notes, 7.75%, 10/15/13		4,620		4,596,900
Rural/Metro Corp., 9.875%, 3/15/15		1,325		1,334,938
Rural/Metro Corp., Sr. Disc. Notes, 12.75%, (0.00% until 3/15/10), 3/15/16		6,320		6,320,000
Talecris Biotherapeutics Holdings Corp., Sr. Notes, 7.75%, 11/15/16(4)		9,420		9,584,850
US Oncology, Inc., 10.75%, 8/15/14		8,635		9,066,750
US Oncology, Inc., Sr. Notes, 9.125%, 8/15/17(4)		11,655		12,354,300
Valeant Pharmaceuticals International, 8.375%, 6/15/16(4)		4,910		5,045,025
Viant Holdings, Inc., 10.125%, 7/15/17(4)		3,163		3,020,665
			$	184,597,671

See notes to financial statements

22

Boston Income Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

	Principal
	Amount
Security	(000’s omitted)		Value
Homebuilders / Real Estate — 0.3%
CB Richard Ellis Group, Inc., Sr. Sub. Notes, 11.625%, 6/15/17	$	7,190	$	7,864,063
			$	7,864,063
Insurance — 0.5%
Alliant Holdings I, Inc., 11.00%, 5/1/15(4)	$	4,190	$	4,106,200
HUB International Holdings, Inc., Sr. Notes, 9.00%, 12/15/14(4)		4,265		4,094,400
U.S.I. Holdings Corp., Sr. Notes, Variable Rate, 4.315%, 11/15/14(4)		3,265		2,709,950
			$	10,910,550
Leisure — 2.7%
HRP Myrtle Beach Operations, LLC/HRP Myrtle Beach Capital Corp., 12.50%, 4/1/13(3)(4)(5)	$	3,635	$	0
HRP Myrtle Beach Operations, LLC/HRP Myrtle Beach Capital Corp., Variable Rate, 0.00%, 4/1/12(3)(4)(5)		6,665		0
HRP Myrtle Beach Operations, LLC/HRP Myrtle Beach Capital Corp., Sr. Notes, (PIK), 14.50%, 4/1/14(3)(4)(5)		5,141		0
Royal Caribbean Cruises, Sr. Notes, 6.875%, 12/1/13		4,095		3,900,488
Royal Caribbean Cruises, Sr. Notes, 7.00%, 6/15/13		5,505		5,339,850
Royal Caribbean Cruises, Sr. Notes, 7.25%, 6/15/16		2,185		2,042,975
Royal Caribbean Cruises, Sr. Notes, 7.25%, 3/15/18		4,390		4,016,850
Royal Caribbean Cruises, Sr. Notes, 8.75%, 2/2/11		910		923,650
Universal City Development Partners, Sr. Notes, 11.75%, 4/1/10		7,775		7,833,312
Universal City Florida Holdings, Sr. Notes, 8.375%, 5/1/10		670		673,350
Universal City Florida Holdings, Sr. Notes, Variable Rate, 5.233%, 5/1/10		39,285		39,481,425
			$	64,211,900
Metals / Mining — 3.3%
Arch Coal, Inc., Sr. Notes, 8.75%, 8/1/16(4)	$	2,660	$	2,739,800
FMG Finance PTY, Ltd., 10.625%, 9/1/16(4)		16,890		18,621,225
Murray Energy Corp., Sr. Notes, 10.25%, 10/15/15(4)		12,580		12,517,100
Novelis, Inc./GA, Sr. Notes, 11.50%, 2/15/15(4)		2,710		2,831,950
Teck Resources, Ltd., Sr. Notes, 9.75%, 5/15/14		9,050		10,203,875
Teck Resources, Ltd., Sr. Notes, 10.25%, 5/15/16		6,785		7,853,637
Teck Resources, Ltd., Sr. Notes, 10.75%, 5/15/19		20,430		23,903,100
			$	78,670,687
Paper — 4.7%
Boise Paper Holdings, LLC, Sr. Notes, 9.00%, 11/1/17(4)	$	5,985	$	6,074,775
Domtar Corp., Sr. Notes, 10.75%, 6/1/17		9,560		11,017,900
International Paper Co., 7.95%, 6/15/18		8,220		9,176,799
International Paper Co., 9.375%, 5/15/19		26,585		32,236,599
International Paper Co., Sr. Notes, 7.50%, 8/15/21		3,100		3,401,562
Jefferson Smurfit Corp., Sr. Notes, 7.50%, 6/1/13(3)		1,555		1,220,675
Jefferson Smurfit Corp., Sr. Notes, 8.25%, 10/1/12(3)		3,390		2,627,250
NewPage Corp., 10.00%, 5/1/12		6,580		4,342,800
NewPage Corp., Sr. Notes, 11.375%, 12/31/14(4)		27,510		27,578,775
Smurfit-Stone Container Corp., Sr. Notes, 8.00%, 3/15/17(3)		9,315		7,219,125
Smurfit-Stone Container Corp., Sr. Notes, 8.375%, 7/1/12(3)		3,260		2,567,250
Verso Paper Holdings, LLC/Verso Paper, Inc., 11.375%, 8/1/16		7,275		4,765,125
Verso Paper Holdings, LLC/Verso Paper, Inc., Sr. Notes, Variable Rate, 4.233%, 8/1/14		975		643,500
			$	112,872,135
Publishing / Printing — 0.1%
Dex Media West/Finance, Series B, 9.875%, 8/15/13(3)	$	5,422	$	1,097,955
Local Insight Regatta Holdings, Inc., 11.00%, 12/1/17		1,660		821,700
Reader’s Digest Association, Inc. (The), Sr. Sub. Notes, 9.00%, 2/15/17(3)		10,390		155,850
			$	2,075,505
Railroad — 0.8%
Kansas City Southern Mexico, Sr. Notes, 7.375%, 6/1/14	$	2,350	$	2,232,500
Kansas City Southern Mexico, Sr. Notes, 7.625%, 12/1/13		8,155		7,869,575

See notes to financial statements

23

Boston Income Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

	Principal
	Amount
Security	(000’s omitted)		Value
Railroad (continued)
Kansas City Southern Mexico, Sr. Notes, 8.00%, 6/1/15	$	6,410	$	6,602,300
Kansas City Southern Mexico, Sr. Notes, 9.375%, 5/1/12		1,885		1,932,125
			$	18,636,500
Restaurants — 0.6%
El Pollo Loco, Inc., 11.75%, 11/15/13	$	5,085	$	4,703,625
NPC International, Inc., Sr. Sub. Notes, 9.50%, 5/1/14		9,800		9,726,500
			$	14,430,125
Services — 5.2%
Education Management, LLC, Sr. Notes, 8.75%, 6/1/14	$	10,305	$	10,665,675
Education Management, LLC, Sr. Sub. Notes, 10.25%, 6/1/16		3,666		4,014,270
GEO Group, Inc. (The), 7.75%, 10/15/17(4)		900		918,000
Hertz Corp., 8.875%, 1/1/14		1,025		1,042,938
Hertz Corp., 10.50%, 1/1/16		1,750		1,833,125
KAR Holdings, Inc., 8.75%, 5/1/14		5,580		5,670,675
Laureate Education, Inc., 10.00%, 8/15/15(4)		23,262		22,796,760
Laureate Education, Inc., 11.75%, 8/15/17(4)		13,854		13,542,285
Laureate Education, Inc., (PIK), 10.25%, 8/15/15(4)		16,970		15,345,783
MediMedia USA, Inc., Sr. Sub. Notes, 11.375%, 11/15/14(4)		5,110		3,806,950
Muzak, LLC/Muzak Finance, Sr. Notes, 10.00%, 2/15/09(9)		2,950		1,268,500
Rental Service Corp., 9.50%, 12/1/14		5,905		5,860,712
RSC Equipment Rental, Inc., Sr. Notes, 10.00%, 7/15/17(4)		10,890		11,870,100
Ticketmaster Entertainment, Inc., 10.75%, 8/1/16		6,385		6,608,475
United Rentals North America, Inc., 10.875%, 6/15/16(4)		8,360		9,112,400
West Corp., 9.50%, 10/15/14		11,165		11,220,825
			$	125,577,473
Steel — 0.1%
RathGibson, Inc., Sr. Notes, 11.25%, 2/15/14(3)	$	8,245	$	3,030,038
			$	3,030,038
Super Retail — 8.4%
General Nutrition Center, Sr. Notes, (PIK), Variable Rate, 5.178%, 3/15/14	$	26,035	$	23,301,325
General Nutrition Center, Sr. Sub. Notes, 10.75%, 3/15/15		11,780		11,927,250
Limited Brands, Inc., Sr. Notes, 8.50%, 6/15/19(4)		13,445		14,184,475
Neiman Marcus Group, Inc., 9.00%, 10/15/15		24,434		21,648,753
Neiman Marcus Group, Inc., 10.375%, 10/15/15		21,998		19,468,230
Sally Holdings, LLC, Sr. Notes, 10.50%, 11/15/16		24,865		26,481,225
Toys “R” Us, 7.375%, 10/15/18		905		809,975
Toys “R” Us, 7.625%, 8/1/11		14,410		14,482,050
Toys “R” Us, 7.875%, 4/15/13		16,830		16,451,325
Toys “R” Us, 10.75%, 7/15/17(4)		14,005		15,265,450
Yankee Acquisition Corp., 8.50%, 2/15/15		21,540		20,678,400
Yankee Acquisition Corp., 9.75%, 2/15/17		16,750		15,870,625
			$	200,569,083
Technology — 4.7%
Advanced Micro Devices, Inc., Sr. Notes, 7.75%, 11/1/12	$	8,614	$	7,687,995
Amkor Technologies, Inc., Sr. Notes, 9.25%, 6/1/16		25,205		26,465,250
Avago Technologies Finance, 11.875%, 12/1/15		12,875		14,162,500
Avaya, Inc., Sr. Notes, 9.75%, 11/1/15(4)		10,540		10,171,100
Avaya, Inc., Sr. Notes, 10.125%, 11/1/15(4)		15,860		13,629,767
Ceridian Corp., Sr. Notes, 11.25%, 11/15/15		10,280		9,945,900
Jabil Circuit, Inc., Sr. Notes, 7.75%, 7/15/16		1,195		1,245,788
SunGard Data Systems, Inc., Sr. Notes, 10.625%, 5/15/15(4)		27,755		30,044,787
			$	113,353,087
Telecommunications — 8.1%
Digicel Group, Ltd., Sr. Notes, 9.125%, 1/15/15(4)	$	32,026	$	30,905,090
Digicel Group, Ltd., Sr. Notes, 9.25%, 9/1/12(4)		9,255		9,440,100
Digicel Group, Ltd., Sr. Notes, 12.00%, 4/1/14(4)		4,330		4,903,725
Intelsat Bermuda, Ltd., 11.25%, 6/15/16		30,855		33,014,850
Intelsat Corp., 9.25%, 8/15/14		3,761		3,845,623
Intelsat Jackson Holdings, Ltd., 9.50%, 6/15/16		10,378		10,948,790
Intelsat Subsidiary Holdings Co., Ltd., 8.875%, 1/15/15		2,340		2,372,175
Intelsat Subsidiary Holdings Co., Ltd., 8.875%, 1/15/15(4)		8,600		8,675,250
NII Capital Corp., 10.00%, 8/15/16(4)		9,510		10,080,600

See notes to financial statements

24

Boston Income Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

	Principal
	Amount
Security	(000’s omitted)		Value
Telecommunications (continued)
Qwest Communications International, Inc., 7.50%, 2/15/14	$	8,975	$	8,840,375
Qwest Corp., Sr. Notes, 7.625%, 6/15/15		3,500		3,552,500
SBA Telecommunications, Inc., 8.00%, 8/15/16(4)		4,075		4,238,000
SBA Telecommunications, Inc., 8.25%, 8/15/19(4)		2,725		2,861,250
Sprint Capital Corp., 6.875%, 11/15/28		10,610		8,010,550
Telesat Canada/Telesat, LLC, Sr. Notes, 11.00%, 11/1/15		16,235		17,696,150
Telesat Canada/Telesat, LLC, Sr. Sub. Notes, 12.50%, 11/1/17		12,665		13,947,331
Wind Acquisition Finance SA, Sr. Notes, 11.75%, 7/15/17(4)		11,150		12,655,250
Windstream Corp., 7.875%, 11/1/17(4)		8,875		9,008,125
			$	194,995,734
Textiles / Apparel — 1.3%
Levi Strauss & Co., Sr. Notes, 8.875%, 4/1/16	$	2,025	$	2,075,625
Levi Strauss & Co., Sr. Notes, 9.75%, 1/15/15		4,096		4,300,800
Oxford Industries, Inc., Sr. Notes, 11.375%, 7/15/15		7,020		7,581,600
Perry Ellis International, Inc., Sr. Sub. Notes, 8.875%, 9/15/13		12,545		12,200,012
Quiksilver, Inc., 6.875%, 4/15/15		7,400		5,753,500
			$	31,911,537
Transportation Ex Air / Rail — 0.5%
CEVA Group, PLC, Sr. Notes, 10.00%, 9/1/14(4)	$	8,305	$	7,806,700
CEVA Group, PLC, Sr. Notes, 11.625%, 10/1/16(4)		2,990		3,049,800
			$	10,856,500
Utilities — 1.7%
AES Corp., Sr. Notes, 8.75%, 5/15/13(4)	$	1,572	$	1,615,230
AES Eastern Energy, Series 99-A, 9.00%, 1/2/17		2,427		2,378,760
Calpine Construction Finance Co., Sr. Notes, 8.00%, 6/1/16(4)		11,965		12,204,300
Dynegy Holdings, Inc., Sr. Notes, 8.375%, 5/1/16		1,940		1,818,750
Edison Mission Energy, Sr. Notes, 7.00%, 5/15/17		3,715		3,018,437
Edison Mission Energy, Sr. Notes, 7.20%, 5/15/19		2,825		2,267,063
NGC Corp., 7.625%, 10/15/26		7,090		4,856,650
NRG Energy, Inc., 7.25%, 2/1/14		1,100		1,094,500
NRG Energy, Inc., Sr. Notes, 7.375%, 2/1/16		11,865		11,820,506
Reliant Energy, Inc., Sr. Notes, 7.625%, 6/15/14		785		769,300
			$	41,843,496
Total Corporate Bonds & Notes
(identified cost $2,107,050,881)			$	2,104,945,362
Convertible Bonds — 0.6%
	Principal
	Amount
Security	(000’s omitted)		Value
Cable / Satellite TV — 0.2%
Virgin Media, Inc., 6.50%, 11/15/16(4)	$	3,955	$	4,202,188
			$	4,202,188
Health Care — 0.2%
LifePoint Hospitals, Inc., 3.25%, 8/15/25	$	6,100	$	5,490,000
			$	5,490,000
Technology — 0.2%
Advanced Micro Devices, Inc., 6.00%, 5/1/15	$	4,660	$	3,413,450
			$	3,413,450
Total Convertible Bonds
(identified cost $10,050,658)			$	13,105,638
Common Stocks — 0.1%
Security	Shares		Value
Consumer Products — 0.0%
HF Holdings, Inc.(5)(6)		3,400	$	0
			$	0
Gaming — 0.0%
Fontainebleau Equity Holdings, Class A(5)(7)		301,724	$	3,017
Shreveport Gaming Holdings, Inc.(5)		3,597		64,746
			$	67,763

See notes to financial statements

25

Boston Income Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Security	Shares		Value
Super Retail — 0.1%
GNC Acquisition Holdings, Class A(5)(6)(7)		204,221	$	2,403,681
			$	2,403,681
Total Common Stocks
(identified cost $4,829,586)			$	2,471,444
Convertible Preferred Stocks — 0.5%
Security	Shares		Value
Energy — 0.3%
Chesapeake Energy Corp., 4.50%		80,133	$	6,090,108
Chesapeake Energy Corp., 5.00%(4)		9,586		800,431
			$	6,890,539
Telecommunications — 0.2%
Crown Castle International Corp., (PIK), 6.25%		85,673	$	4,647,760
			$	4,647,760
Total Convertible Preferred Stocks
(identified cost $12,778,160)			$	11,538,299
Preferred Stocks — 0.0%
Security	Shares/Units		Value
Gaming — 0.0%
Fontainebleau Resorts LLC (PIK)(5)(7)		9,234	$	92
			$	92
Super Retail — 0.0%
GNC Acquisition Holdings(5)(6)(7)		69,779	$	422,163
			$	422,163
Total Preferred Stocks
(identified cost $9,582,685)			$	422,255
Miscellaneous — 0.1%
Security	Shares		Value
Cable / Satellite TV — 0.1%
Adelphia, Inc., Escrow Certificate(6)		10,260,000	$	359,100
Adelphia, Inc., Escrow Certificate(6)		5,085,000		177,975
Adelphia Recovery Trust(6)		14,818,854		426,042
			$	963,117
Energy — 0.0%
VeraSun Energy Corp., Escrow Certificate(5)(6)		1,900,000	$	0
			$	0
Utilities — 0.0%
Mirant Corp., Escrow Certificate(5)(6)(7)		4,900,000	$	490
Mirant Corp., Escrow Certificate(5)(6)(7)		2,205,000		221
			$	711
Total Miscellaneous
(identified cost $13,802,587)			$	963,828
Warrants — 0.0%
Security	Shares		Value
Gaming — 0.0%
Peninsula Gaming LLC, Convertible Preferred Membership Interests(5)(6)(7)		6,338	$	616,668
			$	616,668
Total Warrants (identified cost $0)			$	616,668

See notes to financial statements

26

Boston Income Portfolioas of October 31, 2009

PORTFOLIO OF INVESTMENTS CONT’D

Short-Term Investments — 0.9%
	Interest
Description	(000’s Omitted)		Value
Cash Management Portfolio, 0.00%(8)	$	22,256	$	22,255,974
Total Short-Term Investments
(identified cost $22,255,974)			$	22,255,974
Total Investments — 97.7 %
(identified cost $2,366,576,086)			$	2,341,742,222
Other Assets, Less Liabilities — 2.3%			$	55,143,539
Net Assets — 100.0%			$	2,396,885,761

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

DIP - Debtor in Possession

PIK - Payment In Kind

(1)	Senior floating-rate interests (Senior Loans) often require prepayments from excess cash flows or permit the borrowers to repay at their election. The degree to which borrowers repay, whether as a contractual requirement or at their election, cannot be predicted with accuracy. As a result, the actual remaining maturity may be substantially less than the stated maturities shown. However, Senior Loans will have an expected average life of approximately two to four years. The stated interest rate represents the weighted average interest rate of all contracts within the senior loan facility and includes commitment fees on unfunded loan commitments, if any. Senior Loans typically have rates of interest which are redetermined either daily, monthly, quarterly or semi-annually by reference to a base lending rate, plus a premium. These base rates are primarily the London Interbank Offered Rate (“LIBOR”) and secondarily, the prime rate offered by one or more major United States banks (the “Prime Rate”) and the certificate of deposit (“CD”) rate or other base lending rates used by commercial lenders.
(2)	This Senior Loan will settle after October 31, 2009, at which time the interest rate will be determined.
(3)	Defaulted security. Currently the issuer is in default with respect to interest and/or principal payments.
(4)	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 October 31, 2009, the aggregate value of these securities is $792,585,424 or 33.1% of the Portfolio’s net assets.
(5)	Security valued at fair value using methods determined in good faith by or at the direction of the Trustees.
(6)	Non-income producing security.
(7)	Restricted security (see Note 5).
(8)	Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of October 31, 2009.

(9) Defaulted matured security.

See notes to financial statements

27

Boston Income Portfolioas of October 31, 2009

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2009
Assets
Unaffiliated investments, at value (identified cost, $2,344,320,112)	$	2,319,486,248
Affiliated investment, at value (identified cost, $22,255,974)		22,255,974
Cash		3,275,360
Restricted cash*		66,000
Interest and dividends receivable		57,412,823
Receivable for investments sold		34,115,369
Receivable for open swap contracts		1,654,115
Total assets	$	2,438,265,889
Liabilities
Payable for investments purchased	$	38,553,686
Premium received on swap contracts		1,388,595
Payable to affiliates:
Investment adviser fee		1,205,347
Trustees’ fees		4,208
Accrued expenses		228,292
Total liabilities	$	41,380,128
Net Assets applicable to investors’ interest in Portfolio	$	2,396,885,761
Sources of Net Assets
Net proceeds from capital contributions and withdrawals	$	2,420,065,510
Net unrealized depreciation		(23,179,749	)
Total	$	2,396,885,761

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

Statement of Operations

For the Year Ended
October 31, 2009
Investment Income
Interest and other income	$	213,515,155
Dividends		762,055
Interest income allocated from affiliated investment		963,915
Expenses allocated from affiliated investment		(557,132	)
Total investment income	$	214,683,993
Expenses
Investment adviser fee	$	11,344,093
Trustees’ fees and expenses		50,191
Custodian fee		386,902
Legal and accounting services		139,392
Miscellaneous		97,783
Total expenses	$	12,018,361
Deduct —
Reduction of custodian fee	$	62
Total expense reductions	$	62
Net expenses	$	12,018,299
Net investment income	$	202,665,694
Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions	$	(51,394,320	)
Swap contracts		(20,762,617	)
Net realized loss	$	(72,156,937	)
Change in unrealized appreciation (depreciation) —
Investments	$	577,067,937
Swap contracts		10,539,471
Net change in unrealized appreciation (depreciation)	$	587,607,408
Net realized and unrealized gain	$	515,450,471
Net increase in net assets from operations	$	718,116,165

See notes to financial statements

28

Boston Income Portfolioas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets

Increase (Decrease)	Year Ended			Year Ended
in Net Assets	October 31, 2009			October 31, 2008
From operations —
Net investment income	$	202,665,694		$	167,638,115
Net realized loss from investment transactions and swap contracts		(72,156,937	)		(94,577,450	)
Net change in unrealized appreciation (depreciation) from investments and swap contracts		587,607,408			(597,303,339	)
Net increase (decrease) in net assets from operations	$	718,116,165		$	(524,242,674	)
Capital transactions —
Contributions	$	918,981,224		$	700,585,865
Withdrawals		(771,550,984	)		(683,481,633	)
Net increase in net assets from capital transactions	$	147,430,240		$	17,104,232
Net increase (decrease) in net assets	$	865,546,405		$	(507,138,442	)
Net Assets
At beginning of year	$	1,531,339,356		$	2,038,477,798
At end of year	$	2,396,885,761		$	1,531,339,356

See notes to financial statements

29

Boston Income Portfolioas of October 31, 2009

FINANCIAL STATEMENTS CONT’D

Supplementary Data

	Year Ended October 31,
	2009			2008			2007			2006			2005
Ratios/Supplemental Data
Ratios (as a percentage of average daily net assets):
Expenses(1)		0.65	%		0.65	%		0.62	%		0.66	%(2)		0.65	%(2)
Net investment income		10.52	%		8.92	%		7.91	%		7.85	%		7.71	%
Portfolio Turnover		74	%		54	%		84	%		68	%		71	%
Total Return		40.41	%		(25.45	)%		6.65	%		11.10	%		5.80	%
Net assets, end of year (000’s omitted)	$	2,396,886		$	1,531,339		$	2,038,478		$	1,874,813		$	1,686,172

(1)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(2)	The investment adviser waived a portion of its investment adviser fee (equal to less than 0.01% of average daily net assets for the years ended October 31, 2006 and 2005).

See notes to financial statements

30

Boston Income Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS

1Significant Accounting Policies

Boston Income Portfolio (the Portfolio) is a New York trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to provide as much current income as possible. The Portfolio also seeks reasonable preservation of capital to the extent attainable from such investments, and growth of income and capital as secondary objectives. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2009, Eaton Vance Income Fund of Boston, Eaton Vance Diversified Income Fund, Eaton Vance Strategic Income Fund and Eaton Vance Medallion Strategic Income Fund held an interest of 89.5%, 2.4%, 7.2% and 0.8%, respectively, in the Portfolio.

The following is a summary of significant accounting policies of the Portfolio. The policies are in conformity with accounting principles generally accepted in the United States of America. A source of authoritative accounting principles applied in the preparation of the Portfolio’s financial statements is the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification), which superseded existing non-Securities and Exchange Commission accounting and reporting standards for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification for the current reporting period did not impact the Portfolio’s application of generally accepted accounting principles.

AInvestment Valuation — Debt obligations (including short-term obligations with a remaining maturity of more than sixty days) will normally be valued on the basis of quotations provided by third party pricing services. The pricing services will use various techniques that consider factors including, but not limited to, reported trades or dealer quotations, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, issuer spreads, as well as industry and economic events. Short-term debt securities with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value. Interests in senior floating-rate loans (Senior Loans) for which reliable market quotations are readily available are valued generally at the average mean of bid and ask quotations obtained from a third party pricing service. Other Senior Loans are valued at fair value by the investment adviser under procedures approved by the Trustees. In fair valuing a Senior Loan, the investment adviser utilizes one or more of the valuation techniques described in (i) through (iii) below to assess the likelihood that the borrower will make a full repayment of the loan underlying such Senior Loan relative to yields on other Senior Loans issued by companies of comparable credit quality. If the investment adviser believes that there is a reasonable likelihood of full repayment, the investment

adviser will determine fair value using a matrix pricing approach that considers the yield on the Senior Loan. If the investment adviser believes there is not a reasonable likelihood of full repayment, the investment adviser will determine fair value using analyses that include, but are not limited to: (i) a comparison of the value of the borrower’s outstanding equity and debt to that of comparable public companies; (ii) a discounted cash flow analysis; or (iii) when the investment adviser believes it is likely that a borrower will be liquidated or sold, an analysis of the terms of such liquidation or sale. In certain cases, the investment adviser will use a combination of analytical methods to determine fair value, such as when only a portion of a borrower’s assets are likely to be sold. In conducting its assessment and analyses for purposes of determining fair value of a Senior Loan, the investment adviser will use its discretion and judgment in considering and appraising relevant factors. Fair value determinations are made by the portfolio managers of the Portfolio based on information available to such managers. The portfolio managers of other funds managed by the investment adviser that invest in Senior Loans may not possess the same information about a Senior Loan borrower as the portfolio managers of the Portfolio. At times, the fair value of a Senior Loan determined by the portfolio managers of other funds managed by the investment adviser that invest in Senior Loans may vary from the fair value of the same Senior Loan determined by the portfolio managers of the Portfolio. The fair value of each Senior Loan is periodically reviewed and approved by the investment adviser’s Valuation Committee and by the Trustees based upon procedures approved by the Trustees. Junior Loans are valued in the same manner as Senior Loans. Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices or, in the case of preferred equity securities that are not listed or traded in the over-the-counter market, by a third party pricing service that will use various techniques that consider factors including, but not limited to, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, quotes of underlying common stock, issuer spreads, as well as industry and economic events. Credit default swaps are normally valued using valuations provided by a third party pricing service. The pricing services employ electronic data processing techniques to determine the present value based on credit spread quotations obtained from broker/dealers and expected default recovery rates determined by the pricing service using proprietary

31

Boston Income Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

models. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Portfolio in a manner that most fairly reflects the security’s value, or the amount that the Portfolio might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of all relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies or entities, quotations or relevant information obtained from broker-dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s or entity’s financial condition, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.

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

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

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

DFederal Taxes — The Portfolio has elected to be treated as a partnership for federal tax purposes. No provision is made by the Portfolio for federal or state taxes on any taxable income of the Portfolio because each investor in the Portfolio is ultimately responsible for the payment of any taxes on its share of taxable income. Since

at least one of the Portfolio’s investors is a regulated investment company that invests all or substantially all of its assets in the Portfolio, the Portfolio normally must satisfy the applicable source of income and diversification requirements (under the Internal Revenue Code) in order for its investors to satisfy them. The Portfolio will allocate, at least annually among its investors, each investor’s distributive share of the Portfolio’s net investment income, net realized capital gains and any other items of income, gain, loss, deduction or credit.

As of October 31, 2009, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Portfolio’s federal tax returns filed in the 3-year period ended October 31, 2009 remains subject to examination by the Internal Revenue Service.

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

FUse 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.

GIndemnifications — 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.

32

Boston Income Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

HCredit Default Swaps — When the Portfolio is the buyer of a credit default swap contract, the Portfolio is entitled to receive the par (or other agreed-upon) value of a referenced debt obligation (or basket of debt obligations) from the counterparty to the contract if a credit event by a third party, such as a U.S. or foreign corporate issuer, on the debt obligation occurs. In return, the Portfolio pays the counterparty a periodic stream of payments over the term of the contract provided that no credit event has occurred. If no credit event occurs, the Portfolio would have spent the stream of payments and received no benefits from the contract. When the Portfolio is the seller of a credit default swap contract, it receives the stream of payments, but is obligated to pay to the buyer of the protection an amount up to the notional amount of the swap and in certain instances take delivery of securities of the reference entity upon the occurrence of a credit event, as defined under the terms of that particular swap agreement. Credit events are contract specific but may include bankruptcy, failure to pay, restructuring, obligation acceleration and repudiation/moratorium. If the Portfolio is the seller of protection and a credit event occurs, the maximum potential amount of future payments that the Portfolio could be required to make would be an amount equal to the notional amount of the agreement. This potential amount would be partially offset by any recovery value of the respective referenced obligation, or net amount received from the settlement of a buy protection credit default swap agreement entered into by the Portfolio for the same referenced obligation.

As the seller, the Portfolio effectively adds leverage to its portfolio because, in addition to its total net assets, the Portfolio is subject to investment exposure on the notional amount of the swap. The interest fee paid or received on the swap contract, which is based on a specified interest rate on a fixed notional amount, is accrued daily as a component of unrealized appreciation (depreciation) and is recorded as realized gain upon receipt or realized loss upon payment. The Portfolio also records an increase or decrease to unrealized appreciation (depreciation) in an amount equal to the daily valuation. Upfront payments or receipts, if any, are recorded as other assets or other liabilities, respectively, and amortized over the life of the swap contract as realized gains or losses. The Portfolio segregates assets in the form of cash or liquid securities in an amount equal to the notional amount of the credit default swaps of which it is the seller. The Portfolio segregates assets in the form of cash or liquid securities in an amount equal to any unrealized depreciation of the credit default swaps of which it is the buyer, marked to market on a daily basis. These transactions involve certain risks, including the risk that the seller may be unable to fulfill the transaction.

2Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by BMR as compensation for investment advisory services rendered to the Portfolio. Pursuant to the investment advisory agreement and subsequent fee reduction agreements between the Portfolio and BMR, the fee is computed at an annual rate of 0.625% of the Portfolio’s average daily net assets up to $1.5 billion, 0.60% from $1.5 billion up to $2 billion, 0.575% from $2 billion up to $5 billion, and 0.555% of average daily net assets of $5 billion or more, and is payable monthly. The fee reduction cannot be terminated without the consent of the Trustees and shareholders. The portion of the adviser fee payable by Cash Management on the Portfolio’s investment of cash therein is credited against the Portfolio’s investment adviser fee. For the year ended October 31, 2009, the Portfolio’s investment adviser fee totaled $11,874,582 of which $530,489 was allocated from Cash Management and $11,344,093 was paid or accrued directly by the Portfolio. For the year ended October 31, 2009, the Portfolio’s investment adviser fee, including the portion allocated from Cash Management, was 0.62% of the Portfolio’s average daily net assets.

Except for Trustees of the Portfolio who are not members of EVM’s or BMR’s organizations, officers and Trustees receive remuneration for their services to the Portfolio out of the investment adviser fee. Trustees of the Portfolio who are not affiliated with the investment adviser may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the year ended October 31, 2009, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.

3Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations and including maturities and principal repayments on Senior Loans, aggregated $1,684,209,945 and $1,325,657,121, respectively, for the year ended October 31, 2009.

4Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2009, as determined on a federal income tax basis, were as follows:

Aggregate cost	$	2,381,197,454
Gross unrealized appreciation	$	198,310,963
Gross unrealized depreciation		(237,766,195	)
Net unrealized depreciation	$	(39,455,232	)

33

Boston Income Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

5Restricted Securities

At October 31, 2009, the Portfolio owned the following securities (representing 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 value of these securities is determined based on valuations provided by brokers when available, or if not available, they are valued at fair value using methods determined in good faith by or at the direction of the Trustees.

	Date of		Shares/
Description	Acquisition		Units		Cost			Value
Stocks, Miscellaneous and Warrants
GNC Acquisition Holdings, Class A		3/15/07		204,221	$	1,021,105		$	2,403,681
GNC Acquisition Holdings, Preferred		3/15/07		69,779		348,895			422,163
Fontainebleau Equity Holdings, Class A		6/1/07		301,724		3,620,688			3,017
Fontainebleau Resorts LLC (PIK), Preferred		6/1/07		9,234		9,233,790			92
Mirant Corp., Escrow Certificate		1/5/06		2,205,000		0	(1)		221
Mirant Corp., Escrow Certificate		1/5/06		4,900,000		0	(1)		490
Peninsula Gaming LLC, Convertible Preferred Membership Interests		7/8/99		6,338		0	(1)		616,668
Total Restricted Securities					$	14,224,478		$	3,446,332

(1) Less than $0.50.

6Financial Instruments

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

A summary of obligations under these financial instruments at October 31, 2009 is as follows:

Credit Default Swaps — Sell Protection
			Notional		Receive
			Amount**		Annual				Net
	Reference	Credit	(000’s		Fixed			Termination	Unrealized
Counterparty	Entity	Rating*	omitted)		Rate			Date	Appreciation
Bank of America	First Data Corp.	Caa1/B-	$	3,475		3.20	%	12/20/09	$	8,670
Bank of America	Ford Motor Credit Co.	Caa1/CCC+		6,800		5.00	(1)	3/20/10		375,633
Citigroup, Inc.	First Data Corp.	Caa1/B-		6,950		3.20		12/20/09		17,340
Citigroup, Inc.	First Data Corp.	Caa1/B-		6,950		3.55		12/20/09		23,540
Citigroup, Inc.	First Data Corp.	Caa1/B-		10,440		5.00	(1)	12/20/10		1,228,932
									$	1,654,115

*	Credit ratings are those of Moody’s Investors Service, Inc. and Standard & Poor’s Corp. The credit ratings of the reference debt obligation (together with the unrealized appreciation or depreciation on the swap) are a representative measure of the current payment/performance risk of the credit default swap. A lower credit rating increases the probability of the occurrence of a credit event.
**	If the Portfolio is the seller of credit protection, the notional amount is the maximum potential amount of future payments the Portfolio could be required to make if a credit event, as defined in the credit default swap agreement, were to occur. At October 31, 2009, such maximum potential amount for all open credit default swaps in which the Portfolio is the seller was $34,615,000.
(1)	Upfront payment is exchanged with the counterparty as a result of the standardized trading coupon.

At October 31, 2009, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

The Portfolio adopted FASB Statement of Financial Accounting Standards No. 161 (FAS 161), “Disclosures about Derivative Instruments and Hedging Activities”, (currently FASB Accounting Standards Codification (ASC) 815-10), effective May 1, 2009. Such standard requires enhanced disclosures about an entity’s derivative and hedging activities, including qualitative disclosures about the objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk related contingent features in derivative instruments. The disclosure below includes additional information as a result of implementing FAS 161.

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

The Portfolio enters into swap contracts that may contain provisions whereby the counterparty may terminate the contract under certain conditions, including but not limited to a decline in the Portfolio’s net assets below a certain level over a certain period of time, which would trigger a payment by the Portfolio for those swaps in a

34

Boston Income Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

liability position. At October 31, 2009, the Portfolio held no derivatives with credit-related contingent features in a net liability position.

The non-exchange traded derivatives in which the Portfolio invests, including swap contracts, are subject to the risk that the counterparty to the contract fails to perform its obligations under the contract. At October 31, 2009, the maximum amount of loss the Portfolio would incur due to counterparty risk was $1,654,115, representing the fair value of such derivatives in an asset position. Such amount would be reduced by any unamortized upfront payments received by the Portfolio.

The fair value of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) and whose primary underlying risk exposure is credit risk at October 31, 2009 was as follows:

	Fair Value
Derivative	Asset Derivative(1)		Liability Derivative
Credit default swap contracts	$	1,654,115	$	—

(1) Statement of Assets and Liabilities location: Receivable for open swap contracts; Net unrealized depreciation.

The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations and whose primary underlying risk exposure is credit risk for the six months ended October 31, 2009 was as follows:

			Change in
			Unrealized
	Realized Gain		Appreciation
	(Loss) on		(Depreciation) on
	Derivatives		Derivatives
	Recognized in		Recognized in
Derivative	Income(1)		Income(2)
Credit default swap contracts	$	1,653,457	$	1,345,953

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

The average notional amount of credit default swap contracts outstanding during the six months ended October 31, 2009, which is indicative of the volume of this derivative type, was $34,615,000.

7Line of Credit

The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $450 million unsecured line of credit agreement with a group of banks. Borrowings are made by the Portfolio solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the Portfolio

based on its borrowings at an amount above either the Eurodollar rate or Federal Funds rate. In addition, a fee computed at an annual rate of 0.10% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. The Portfolio did not have any significant borrowings or allocated fees during the year ended October 31, 2009.

8Concentration of Credit Risk

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

9Fair Value Measurements

The Portfolio adopted FASB Statement of Financial Accounting Standards No. 157 (FAS 157), “Fair Value Measurements”, (currently FASB ASC 820-10), effective November 1, 2008. Such standard established a three-tier hierarchy to prioritize the assumptions, referred to as inputs, used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

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

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

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

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

At October 31, 2009, the inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:

35

Boston Income Portfolioas of October 31, 2009

NOTES TO FINANCIAL STATEMENTS CONT’D

	Quoted
	Prices in
	Active		Significant
	Markets for		Other		Significant
	Identical		Observable		Unobservable
	Assets		Inputs		Inputs
Asset Description	(Level 1)		(Level 2)		(Level 3)		Total
Senior Floating-Rate Interests	$	—	$	185,422,754	$	—	$	185,422,754
Corporate Bonds & Notes		—		2,104,488,789		456,573		2,104,945,362
Convertible Bonds		—		13,105,638		—		13,105,638
Common Stocks		—		—		2,471,444		2,471,444
Convertible Preferred Stocks		6,090,108		5,448,191		—		11,538,299
Preferred Stocks		—		—		422,255		422,255
Miscellaneous		—		963,117		711		963,828
Warrants		—		—		616,668		616,668
Short-Term Investments		22,255,974		—		—		22,255,974
Total Investments	$	28,346,082	$	2,309,428,489	$	3,967,651	$	2,341,742,222
Credit Default Swaps	$	—	$	1,654,115	$	—	$	1,654,115
Total	$	28,346,082	$	2,311,082,604	$	3,967,651	$	2,343,396,337

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

	Investments			Investments
	in Senior			in Corporate			Investments			Investments
	Floating-Rate			Bonds &			in Common			in Preferred			Investments in			Investments
	Interests			Notes			Stocks			Stocks			Miscellaneous			in Warrants			Total
Balance as of October 31, 2008	$	93,402		$	—		$	3,491,584		$	2,371,760		$	711		$	616,668		$	6,574,125
Realized gains (losses)		—			—			—			—			—			—			—
Change in net unrealized appreciation (depreciation)*		—			(3,744,466	)		(1,202,753	)		(3,018,215	)		(2,112	)		182,579			(7,784,967	)
Net purchases (sales)		(93,402	)		—			182,613			1,068,710			2,112			(182,579	)		977,454
Accrued discount (premium)		—			—			—			—			—			—			—
Net transfers to (from) Level 3		—			4,201,039			—			—			—			—			4,201,039
Balance as of October 31, 2009	$	—		$	456,573		$	2,471,444		$	422,255		$	711		$	616,668		$	3,967,651
Change in net unrealized appreciation (depreciation) on investments still held as of October 31, 2009*	$	—		$	(3,744,466	)	$	(1,202,753	)	$	(3,018,215	)	$	(2,112	)	$	—		$	(7,967,546	)

* Amount is included in the related amount on investments in the Statement of Operations.

10Review for Subsequent Events

In connection with the preparation of the financial statements of the Portfolio as of and for the year ended October 31, 2009, events and transactions subsequent to October 31, 2009 through December 23, 2009, the date the financial statements were issued, have been evaluated by the Portfolio’s management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

36

Boston Income Portfolioas of October 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and the Investors of
Boston Income Portfolio:

We have audited the accompanying statement of assets and liabilities of Boston Income Portfolio (the “Portfolio”), including the portfolio of investments, as of October 31, 2009, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the supplementary data for each of the three years in the period then ended. These financial statements and supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and supplementary data based on our audits. The supplementary data for the year ended October 31, 2006, and all prior periods presented, were audited by other auditors. Those auditors expressed an unqualified opinion on that supplementary data in their report dated December 27, 2006.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and supplementary data are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities and senior loans owned as of October 31, 2009, by correspondence with the custodian, brokers, and selling or agent banks; where replies were not received from brokers and selling or agent banks, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of Boston Income Portfolio as of October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the three years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 23, 2009

37

Eaton Vance Income Fund of Boston

BOARD OF TRUSTEES’ ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT

Overview of the Contract Review Process

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

At a meeting of the Boards of Trustees (each a “Board”) of the Eaton Vance group of mutual funds (the “Eaton Vance Funds”) held on April 27, 2009, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board (formerly the Special Committee), which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished for a series of meetings of the Contract Review Committee held in February, March and April 2009. Such information included, among other things, the following:

Information about Fees, Performance and Expenses

•  An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;

•  An independent report comparing each fund’s total expense ratio and its components to comparable funds;

•  An independent report comparing the investment performance of each fund to the investment performance of comparable funds over various time periods;

•  Data regarding investment performance in comparison to relevant peer groups of funds and appropriate indices;

•  Comparative information concerning fees charged by each adviser for managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing the fund;

•  Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management

•  Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;

•  Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;

•  Data relating to portfolio turnover rates of each fund;

•  The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser

•  Reports detailing the financial results and condition of each adviser;

•  Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;

•  Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;

•  Copies of or descriptions of each adviser’s proxy voting policies and procedures;

•  Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;

•  Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;

Other Relevant Information

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

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

•  The terms of each advisory agreement.

38

Eaton Vance Income Fund of Boston

BOARD OF TRUSTEES’ ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT CONT’D

In addition to the information identified above, the Contract Review Committee considered information provided from time to time by each adviser throughout the year at meetings of the Board and its committees. Over the course of the twelve-month period ended April 30, 2009, the Board met eighteen times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met seven, five, six, six and six times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the fund’s investment objective.

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

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

Results of the Process

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

Nature, Extent and Quality of Services

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

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

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

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

The Board considered the Adviser’s recommendations for Board action and other steps taken in response to the unprecedented dislocations experienced in the capital markets over recent periods, including sustained periods of high volatility, credit disruption and government intervention. In particular, the Board considered the Adviser’s efforts and expertise with respect to each of the following matters as they relate to the Fund and/or other funds within the Eaton Vance family of funds: (i) negotiating and maintaining the

39

Eaton Vance Income Fund of Boston

BOARD OF TRUSTEES’ ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT CONT’D

availability of bank loan facilities and other sources of credit used for investment purposes or to satisfy liquidity needs; (ii) establishing the fair value of securities and other instruments held in investment portfolios during periods of market volatility and issuer-specific disruptions; and (iii) the ongoing monitoring of investment management processes and risk controls.

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

Fund Performance

The Board compared the Fund’s investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one-, three-, five- and ten-year periods ended September 30, 2008 for the Fund. The Board concluded that the performance of the Fund was satisfactory.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates, including any administrative fee rates, payable by the Portfolio and the Fund (referred to as “management fees”). As part of its review, the Board considered the management fees and the Fund’s total expense ratio for the year ended September 30, 2008, as compared to a group of similarly managed funds selected by an independent data provider.

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

Profitability

The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof in providing investment advisory and administrative services to the Fund, the Portfolio and to all Eaton Vance Funds as a group. The Board considered the level of profits realized without regard to revenue sharing or other payments by the Adviser and its affiliates to third parties in respect of distribution services. The Board also considered other direct or indirect benefits received by the Adviser and its affiliates in connection with its relationship with the Fund and the Portfolio.

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

Economies of Scale

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

40

Eaton Vance Income Fund of Boston

MANAGEMENT AND ORGANIZATION

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

	Position(s)	Term of		Number of Portfolios
	with the	Office and		in Fund Complex
Name and	Trust and	Length of	Principal Occupation(s)	Overseen By
Date of Birth	the Portfolio	Service	During Past Five Years	Trustee(1)		Other Directorships Held
Interested Trustee
Thomas E. Faust Jr. 5/31/58	Trustee	Since 2007	Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or officer of 176 registered investment companies and 4 private investment companies managed by EVM or BMR. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust and Portfolio.		176	Director of EVC
Noninterested Trustees
Benjamin C. Esty 1/2/63	Trustee	Since 2005	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.		176	None
Allen R. Freedman 4/3/40	Trustee	Since 2007	Former Chairman (2002- 2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Formerly, Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007).		176	Director of Assurant, Inc. (insurance provider) and Stonemor Partners, L.P. (owner and operator of cemeteries)
William H. Park 9/19/47	Trustee	Since 2003	Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (since 2006). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005).		176	None
Ronald A. Pearlman 7/10/40	Trustee	Since 2003	Professor of Law, Georgetown University Law Center.		176	None
Helen Frame Peters 3/22/48	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College. Adjunct Professor of Finance, Peking University, Beijing, China (since 2005).		176	Director of BJ’s Wholesale Club, Inc. (wholesale club retailer)
Heidi L. Steiger 7/8/53	Trustee	Since 2007	Managing Partner, Topridge Associates LLC (global wealth management firm) (since 2008); Senior Advisor (since 2008), President (2005-2008), Lowenhaupt Global Advisors, LLC (global wealth management firm). Formerly, President and Contributing Editor, Worth Magazine (2004-2005). Formerly, Executive Vice President and Global Head of Private Asset Management (and various other positions), Neuberger Berman (investment firm) (1986-2004).		176	Director of Nuclear Electric Insurance Ltd. (nuclear insurance provider), Aviva USA (insurance provider) and CIFG (family of financial guaranty companies) and Advisory Director of Berkshire Capital Securities LLC (private investment banking firm)

41

Eaton Vance Income Fund of Boston

MANAGEMENT AND ORGANIZATION CONT’D

	Position(s)	Term of		Number of Portfolios
	with the	Office and		in Fund Complex
Name and	Trust and	Length of	Principal Occupation(s)	Overseen By
Date of Birth	the Portfolio	Service	During Past Five Years	Trustee(1)		Other Directorships Held
Noninterested Trustees (continued)
Lynn A. Stout 9/14/57	Trustee	Since 2001	Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law.		176	None
Ralph F. Verni 1/26/43	Chairman of the Board and Trustee	Chairman of the Board since 2007 and Trustee since 2005	Consultant and private investor.		176	None

Principal Officers who are not Trustees

	Position(s)	Term of
	with the	Office and
Name and	Trust and	Length of	Principal Occupation(s)
Date of Birth	the Portfolio	Service	During Past Five Years
Michael W. Weilheimer 2/11/61	President	Since 2002	Vice President of EVM and BMR. Officer of 24 registered investment companies managed by EVM or BMR.
Thomas P. Huggins 3/7/66	Vice President	Vice President of the Trust since 2000 and of the Portfolio since 2001	Vice President of EVM and BMR. Officer of 4 registered investment companies managed by EVM or BMR.
Thomas Seto 9/27/62	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
David M. Stein 5/4/51	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 32 registered investment companies managed by EVM or BMR.
Barbara E. Campbell 6/19/57	Treasurer	Treasurer of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Maureen A. Gemma 5/24/60	Secretary and Chief Legal Officer	Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.
Paul M. O’Neil 7/11/53	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR. Officer of 176 registered investment companies managed by EVM or BMR.

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

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

42

This Page Intentionally Left Blank

This Page Intentionally Left Blank

Investment Adviser of Boston Income Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Administrator of Eaton Vance Income Fund of Boston

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

PNC Global Investment Servicing

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Eaton Vance Income Fund of Boston

Two International Place

Boston, MA 02110

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

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

443-12/09 IBSRC

Item 2. Code of Ethics

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

Item 3. Audit Committee Financial Expert

The registrant’s Board has designated William H. Park, an independent trustee, as its audit committee financial expert. Mr. Park is a certified public accountant who is the Vice Chairman of Commercial Industrial Finance Corp (specialty finance company). Previously, he served as President and Chief Executive Officer of Prizm Capital Management, LLC (investment management firm) and as Executive Vice President and Chief Financial Officer of United Asset Management Corporation (“UAM”) (a holding company owning institutional investment management firms).

Item 4. Principal Accountant Fees and Services

(a)-(d)

The following table presents the aggregate fees billed to the registrant for the registrant’s fiscal years ended October 31, 2008 and October 31, 2009 by the registrant’s principal accountant, Deloitte & Touche LLP (D&T), for professional services rendered for the audit of the registrant’s annual financial statements and fees billed for other services rendered by the principal accountant during such periods.

Fiscal Years Ended	10/31/08		10/31/09
Audit Fees		63,135		63,500
Audit-Related Fees(1)		0		0
Tax Fees(2)		13,960		14,960
All Other Fees(3)		1,750		2,500
Total	$	78,845	$	80,960

(1)	Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under the category of audit fees.
(2)	Tax fees consist of the aggregate fees billed for professional services rendered by the principal accountant relating to tax compliance, tax advice, and tax planning and specifically include fees for tax return preparation and other related tax compliance/planning matters.
(3)	All other fees consist of the aggregate fees billed for products and services provided by the registrant’s principal accountant other than audit, audit-related, and tax services.

For both the fiscal years ended October 31, 2008 and October 31, 2009, the registrant was billed $40,000, by D&T, for work done in connection with its Rule 17Ad-13 examination of Eaton Vance Management’s assertion that it has maintained an effective internal control structure over sub-transfer agent and registrar functions, such services being pre-approved in accordance with Rule 2-01(c)(7)(ii) of Regulation S-X.

(e)(1) The registrant’s audit committee has adopted policies and procedures relating to the pre-approval of services provided by the registrant’s principal accountant (the “Pre-Approval Policies”). The Pre-Approval Policies establish a framework intended to assist the audit committee in the proper discharge

of its pre-approval responsibilities. As a general matter, the Pre-Approval Policies (i) specify certain types of audit, audit-related, tax, and other services determined to be pre-approved by the audit committee; and (ii) delineate specific procedures governing the mechanics of the pre-approval process, including the approval and monitoring of audit and non-audit service fees. Unless a service is specifically pre-approved under the Pre-Approval Policies, it must be separately pre-approved by the Audit Committee.

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

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

(f) Not applicable.

(g) The following table presents (i) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to the registrant by the registrant’s principal accountant for the registrant’s fiscal year ended October 31 2008 and the fiscal year ended October 31, 2009; and (ii) the aggregate non-audit fees (i.e., fees for audit related, tax, and other services) billed to the Eaton Vance organization by the registrant’s principal accountant for the same time periods.

Fiscal Years Ended	10/31/08		10/31/09
Registrant	$	13,960	$	17,460
Eaton Vance(1)	$	325,329	$	280,861

(1) Certain entities that provide ongoing services to the registrant are subsidiaries of Eaton Vance Corp.

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

Item 5. Audit Committee of Listed registrants

Not required in this filing.

Item 6. Schedule of Investments

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

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

Not required in this filing.

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

Not required in this filing.

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

Not required in this filing.

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

No Material Changes.

Item 11. Controls and Procedures

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

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

Item 12. Exhibits

(a)(1)	Registrant’s Code of Ethics — Not applicable (please see Item 2).
(a)(2)(i)	Treasurer’s Section 302 certification.
(a)(2)(ii)	President’s Section 302 certification.
(b)	Combined Section 906 certification.

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.

Boston Income Portfolio

By:	/s/ Michael W. WeilheimerMichael W. Weilheimer
	President
Date:	December 23, 2009

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. CampbellBarbara E. Campbell
	Treasurer
Date:	December 23, 2009
By:	/s/ Michael W. Weilheimer
	Michael W. Weilheimer
	President
Date:	December 23, 2009