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) |
|
The Eaton Vance Building, 255 State Street, Boston, Massachusetts | | 02109 |
(Address of principal executive offices) | | (Zip code) |
|
Maureen A. Gemma The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109 |
(Name and address of agent for service) |
|
Registrant’s telephone number, including area code: | (617) 482-8260 | |
|
Date of fiscal year end: | October 31 | |
|
Date of reporting period: | April 30, 2008 | |
| | | | | | | | |
Item 1. Reports to Stockholders
Boston Income Portfolio as of April 30, 2008
PORTFOLIO OF INVESTMENTS (Unaudited)
Senior Floating-Rate Interests — 11.4%(1) | |
Security | | Amount | | Principal Value | |
Automotive & Auto Parts — 0.2% | |
EPD Holdings (Goodyear Engineering Products), Term Loan, 8.65%, Maturing 7/13/15 | | $ | 5,410,000 | | | $ | 3,462,400 | | |
| | $ | 3,462,400 | | |
Broadcasting — 0.6% | |
HIT Entertainment, Inc., Term Loan, 8.60%, Maturing 2/5/13 | | $ | 13,910,000 | | | $ | 11,475,750 | | |
| | $ | 11,475,750 | | |
Building Materials — 0.6% | |
PLY GEM Industries, Inc., Term Loan, 5.45%, Maturing 8/15/11 | | $ | 12,883,555 | | | $ | 11,102,868 | | |
PLY GEM Industries, Inc., Term Loan, 5.45%, Maturing 8/15/11 | | | 403,000 | | | | 347,300 | | |
| | $ | 11,450,168 | | |
Capital Goods — 0.3% | |
Dresser, Inc., Term Loan, 5.31%, Maturing 5/4/14 | | $ | 4,164,169 | | | $ | 4,025,365 | | |
Dresser, Inc., Term Loan, 8.82%, Maturing 5/4/15 | | | 2,120,000 | | | | 1,966,300 | | |
| | $ | 5,991,665 | | |
Consumer Products — 0.1% | |
Amscan Holdings, Inc., Term Loan, 5.16%, Maturing 5/25/13 | | $ | 3,197,700 | | | $ | 2,734,033 | | |
| | $ | 2,734,033 | | |
Diversified Media — 0.3% | |
Nielsen Finance, LLC, Term Loan, 5.10%, Maturing 8/9/13 | | $ | 5,952,778 | | | $ | 5,645,216 | | |
| | $ | 5,645,216 | | |
Energy — 0.6% | |
SandRidge Energy, Inc., Term Loan, 8.63%, Maturing 4/1/13 | | $ | 11,760,000 | | | $ | 11,833,500 | | |
| | $ | 11,833,500 | | |
Security | | Principal Amount | | Value | |
Gaming — 0.8% | |
BLB Worldwide Holdings, Term Loan, 7.12%, Maturing 6/30/12 | | $ | 8,520,000 | | | $ | 3,408,000 | | |
Cannery Casino Resorts LLC, Term Loan, 7.32%, Maturing 5/18/14 | | | 3,220,000 | | | | 2,962,400 | | |
Great Lakes Entertainment, Term Loan, 9.00%, Maturing 8/15/12 | | | 8,909,139 | | | | 8,820,048 | | |
| | $ | 15,190,448 | | |
Healthcare — 0.1% | |
Advanced Medical Optics, Inc., Term Loan, 5.44%, Maturing 4/2/14 | | $ | 2,574,000 | | | $ | 2,393,820 | | |
| | $ | 2,393,820 | | |
Homebuilders / Real Estate — 0.6% | |
Realogy Corp., Term Loan, 2.65%, Maturing 9/1/14 | | $ | 2,789,527 | | | $ | 2,394,198 | | |
Realogy Corp., Term Loan, 5.72%, Maturing 9/1/14 | | | 10,361,099 | | | | 8,892,734 | | |
| | $ | 11,286,932 | | |
Publishing / Printing — 1.7% | |
Laureate Education, Inc., Term Loan, 9.86%, Maturing 5/22/08 | | $ | 8,170,000 | | | $ | 7,557,250 | | |
Laureate Education, Inc., Term Loan, 10.00%, Maturing 8/22/15 | | | 11,330,000 | | | | 9,970,400 | | |
Laureate Education, Inc., Term Loan, 10.25%, Maturing 8/22/15 | | | 14,780,000 | | | | 13,597,600 | | |
| | $ | 31,125,250 | | |
Services — 1.7% | |
Adesa, Inc., Term Loan, 4.95%, Maturing 10/18/13 | | $ | 10,520,500 | | | $ | 10,001,050 | | |
Catalina Marketing Corp., Term Loan, 8.19%, Maturing 10/1/08 | | | 6,747,000 | | | | 6,367,481 | | |
Neff Rental, Inc., Term Loan, 8.40%, Maturing 5/31/13 | | | 2,730,000 | | | | 2,031,576 | | |
Rental Service Corp., Term Loan, 6.23%, Maturing 11/30/13 | | | 3,231,113 | | | | 2,821,166 | | |
Sabre, Inc., Term Loan, 4.88%, Maturing 9/30/14 | | | 11,934,279 | | | | 10,129,971 | | |
| | $ | 31,351,244 | | |
See notes to financial statements
15
Boston Income Portfolio as of April 30, 2008
PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D
Security | | Principal Amount | | Value | |
Super Retail — 0.2% | |
General Nutrition Centers, Inc., Term Loan, 4.95%, Maturing 9/16/13 | | $ | 4,373,955 | | | $ | 3,890,086 | | |
| | $ | 3,890,086 | | |
Telecommunications — 3.3% | |
Intelsat Bermuda, Ltd., Term Loan, Maturing 1/15/13(2) | | $ | 10,403,000 | | | $ | 9,622,775 | | |
Intelsat Bermuda, Ltd., Term Loan, Maturing 6/15/16(2) | | | 11,200,000 | | | | 10,528,000 | | |
Intelsat Bermuda, Ltd., Term Loan, 5.20%, Maturing 2/1/14 | | | 4,400,000 | | | | 4,396,700 | | |
Level 3 Communications, Inc., Term Loan, 4.96%, Maturing 3/13/14 | | | 6,945,000 | | | | 6,448,432 | | |
Telesat Canada, Term Loan, 9.00%, Maturing 10/31/08 | | | 18,995,000 | | | | 18,140,225 | | |
Telesat Canada, Term Loan, 10.50%, Maturing 10/31/08 | | | 12,665,000 | | | | 12,095,075 | | |
| | $ | 61,231,207 | | |
Utilities — 0.3% | |
Texas Competitive Electric Holdings Co., LLC, Term Loan, Maturing 10/10/14(2) | | $ | 5,800,000 | | | $ | 5,564,375 | | |
| | $ | 5,564,375 | | |
Total Senior Floating-Rate Interests (identified cost $236,972,137) | | | | | | $ | 214,626,094 | | |
Corporate Bonds & Notes — 80.1% | |
Security | | Principal Amount (000's omitted) | | Value | |
Aerospace — 0.6% | |
Alion Science and Technologies, Corp., 10.25%, 2/1/15 | | $ | 2,910 | | | $ | 1,866,037 | | |
Bombardier, Inc., 8.00%, 11/15/14(3) | | | 2,620 | | | | 2,803,400 | | |
DRS Technologies, Inc., Sr. Sub. Notes, 7.625%, 2/1/18 | | | 1,440 | | | | 1,476,000 | | |
Hawker Beechcraft Acquisition, 9.75%, 4/1/17 | | | 3,905 | | | | 4,139,300 | | |
Vought Aircraft Industries, Inc., Sr. Notes, 8.00%, 7/15/11 | | | 1,770 | | | | 1,690,350 | | |
| | $ | 11,975,087 | | |
Security | | Principal Amount (000's omitted) | | Value | |
Air Transportation — 0.1% | |
Continental Airlines, 7.033%, 6/15/11 | | $ | 1,242 | | | $ | 1,136,822 | | |
| | $ | 1,136,822 | | |
Automotive & Auto Parts — 5.1% | |
Allison Transmission, Inc., 11.00%, 11/1/15(3) | | $ | 5,560 | | | $ | 5,490,500 | | |
Altra Industrial Motion, Inc., 9.00%, 12/1/11 | | | 6,560 | | | | 6,527,200 | | |
American Axle & Manufacturing, Inc., 7.875%, 3/1/17 | | | 2,965 | | | | 2,668,500 | | |
Commercial Vehicle Group, Inc., Sr. Notes, 8.00%, 7/1/13 | | | 1,800 | | | | 1,552,500 | | |
Ford Motor Credit Co., 7.375%, 10/28/09 | | | 17,010 | | | | 16,379,865 | | |
Ford Motor Credit Co., 7.875%, 6/15/10 | | | 9,665 | | | | 9,203,825 | | |
Ford Motor Credit Co., Sr. Notes, 5.80%, 1/12/09 | | | 1,965 | | | | 1,921,707 | | |
Ford Motor Credit Co., Sr. Notes, 7.80%, 6/1/12 | | | 2,370 | | | | 2,121,065 | | |
Ford Motor Credit Co., Sr. Notes, 9.875%, 8/10/11 | | | 315 | | | | 305,007 | | |
Ford Motor Credit Co., Sr. Notes, 12.00%, 5/15/15 | | | 7,840 | | | | 8,063,119 | | |
General Motors Acceptance Corp., 6.375%, 5/1/08 | | | 20,790 | | | | 20,790,000 | | |
General Motors Acceptance Corp., 7.25%, 3/2/11 | | | 2,825 | | | | 2,397,908 | | |
General Motors Acceptance Corp., 7.75%, 1/19/10 | | | 6,640 | | | | 6,111,921 | | |
General Motors Acceptance Corp., Variable Rate, 4.315%, 5/15/09 | | | 4,555 | | | | 4,156,806 | | |
Tenneco Automotive, Inc., 10.25%, 7/15/13 | | | 3,701 | | | | 3,932,312 | | |
Tenneco, Inc., 8.125%, 11/15/15(3) | | | 2,405 | | | | 2,477,150 | | |
United Components, Inc., Sr. Sub. Notes, 9.375%, 6/15/13 | | | 1,895 | | | | 1,880,787 | | |
| | $ | 95,980,172 | | |
Broadcasting — 0.1% | |
Rainbow National Services, LLC, Sr. Sub. Debs., 10.375%, 9/1/14(3) | | $ | 2,490 | | | $ | 2,689,200 | | |
| | $ | 2,689,200 | | |
Building Materials — 0.8% | |
Interface, Inc., Sr. Sub. Notes, 9.50%, 2/1/14 | | $ | 965 | | | $ | 998,775 | | |
Interline Brands, Inc., Sr. Sub. Notes, 8.125%, 6/15/14 | | | 2,520 | | | | 2,463,300 | | |
Nortek, Inc., Sr. Sub. Notes, 8.50%, 9/1/14 | | | 2,980 | | | | 2,197,750 | | |
Panolam Industries International, Sr. Sub. Notes, 10.75%, 10/1/13 | | | 11,740 | | | | 9,450,700 | | |
| | $ | 15,110,525 | | |
See notes to financial statements
16
Boston Income Portfolio as of April 30, 2008
PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D
Security | | Principal Amount (000's omitted) | | Value | |
Cable / Satellite TV — 2.3% | |
Cablevision Systems Corp., Series B, 8.00%, 4/15/12 | | $ | 3,025 | | | $ | 3,025,000 | | |
CCO Holdings, LLC/CCO Capital Corp., Sr. Notes, 8.75%, 11/15/13 | | | 19,005 | | | | 17,579,625 | | |
Charter Communications, Inc., Sr. Notes, 10.875%, 9/15/14(3) | | | 6,050 | | | | 6,428,125 | | |
Kabel Deutschland GmbH, 10.625%, 7/1/14 | | | 4,005 | | | | 4,185,225 | | |
Mediacom Broadband Group Corp., LLC, Sr. Notes, 8.50%, 10/15/15 | | | 6,205 | | | | 5,739,625 | | |
National Cable PLC, 8.75%, 4/15/14 | | | 1,195 | | | | 1,162,137 | | |
National Cable PLC, Sr. Notes, 9.125%, 8/15/16 | | | 4,685 | | | | 4,544,450 | | |
| | $ | 42,664,187 | | |
Capital Goods — 1.2% | |
American Railcar Industry, 7.50%, 3/1/14 | | $ | 3,895 | | | $ | 3,524,975 | | |
Chart Industries, Inc., Sr. Sub. Notes, 9.125%, 10/15/15 | | | 3,575 | | | | 3,664,375 | | |
ESCO Corp., Sr. Notes, 8.625%, 12/15/13(3) | | | 3,010 | | | | 3,010,000 | | |
ESCO Corp., Sr. Notes, Variable Rate, 6.675%, 12/15/13(3) | | | 3,010 | | | | 2,754,150 | | |
RBS Global & Rexnord Corp., 9.50%, 8/1/14 | | | 3,775 | | | | 3,793,875 | | |
RBS Global & Rexnord Corp., 11.75%, 8/1/16 | | | 5,290 | | | | 5,104,850 | | |
| | $ | 21,852,225 | | |
Chemicals — 1.1% | |
CII Carbon, LLC, 11.125%, 11/15/15(3) | | $ | 2,900 | | | $ | 2,798,500 | | |
INEOS Group Holdings PLC, Sr. Sub. Notes, 8.50%, 2/15/16(3) | | | 5,335 | | | | 4,348,025 | | |
Nova Chemicals Corp., Sr. Notes, Variable Rate, 7.863%, 11/15/13 | | | 3,525 | | | | 3,066,750 | | |
Reichhold Industries, Inc., Sr. Notes, 9.00%, 8/15/14(3) | | | 10,020 | | | | 10,070,100 | | |
| | $ | 20,283,375 | | |
Consumer Products — 0.5% | |
Amscan Holdings, Inc., Sr. Sub. Notes, 8.75%, 5/1/14 | | $ | 11,295 | | | $ | 10,278,450 | | |
| | $ | 10,278,450 | | |
Containers — 0.7% | |
Intertape Polymer US, Inc., Sr. Sub. Notes, 8.50%, 8/1/14 | | $ | 5,160 | | | $ | 4,437,600 | | |
Pliant Corp. (PIK), 11.85%, 6/15/09 | | | 8,907 | | | | 8,552,910 | | |
| | $ | 12,990,510 | | |
Security | | Principal Amount (000's omitted) | | Value | |
Diversified Financial Services — 1.0% | |
Alliant Holdings I, Inc., 11.00%, 5/1/15(3) | | $ | 4,190 | | | $ | 3,456,750 | | |
E*Trade Financial Corp., 7.875%, 12/1/15 | | | 7,500 | | | | 6,075,000 | | |
Nuveen Investments, Inc., 5.00%, 9/15/10 | | | 1,205 | | | | 1,063,412 | | |
Nuveen Investments, Inc., Sr. Notes, 10.50%, 11/15/15(3) | | | 7,525 | | | | 7,280,437 | | |
| | $ | 17,875,599 | | |
Diversified Media — 2.2% | |
Affinion Group, Inc., 10.125%, 10/15/13 | | $ | 1,800 | | | $ | 1,827,000 | | |
Affinion Group, Inc., 11.50%, 10/15/15 | | | 4,865 | | | | 4,798,106 | | |
CanWest Media, Inc., 8.00%, 9/15/12 | | | 6,158 | | | | 5,927,120 | | |
LBI Media, Inc., Sr. Disc. Notes, 11.00%, (0% until 2008), 10/15/13 | | | 3,320 | | | | 2,705,800 | | |
Nielsen Finance, LLC, 10.00%, 8/1/14 | | | 6,960 | | | | 7,273,200 | | |
Nielsen Finance, LLC, 10.00%, 8/1/14(3) | | | 11,895 | | | | 12,430,275 | | |
Nielsen Finance, LLC, 12.50%, (0.00% until 2011), 12.50%, 8/1/16 | | | 4,675 | | | | 3,389,375 | | |
Warner Music Group, Sr. Sub. Notes, 7.375%, 4/15/14 | | | 3,495 | | | | 2,918,325 | | |
| | $ | 41,269,201 | | |
Energy — 7.8% | |
Allis-Chalmers Energy, Inc., Sr. Notes, 9.00%, 1/15/14 | | $ | 7,885 | | | $ | 7,648,450 | | |
Cimarex Energy Co., Sr. Notes, 7.125%, 5/1/17 | | | 2,625 | | | | 2,677,500 | | |
Clayton Williams Energy, Inc., 7.75%, 8/1/13 | | | 4,095 | | | | 3,849,300 | | |
Compton Pet Finance Corp., 7.625%, 12/1/13 | | | 8,727 | | | | 8,661,547 | | |
Denbury Resources, Inc., Sr. Sub. Notes, 7.50%, 12/15/15 | | | 1,120 | | | | 1,159,200 | | |
El Paso Corp., Sr. Notes, 9.625%, 5/15/12 | | | 3,800 | | | | 4,179,027 | | |
Encore Acquisition Co., Sr. Sub. Notes, 7.25%, 12/1/17 | | | 2,855 | | | | 2,783,625 | | |
Forbes Energy Services, Sr. Notes, 11.00%, 2/15/15(3) | | | 7,370 | | | | 7,406,850 | | |
Inergy L.P./Finance, Sr. Notes, 6.875%, 12/15/14 | | | 3,280 | | | | 3,210,300 | | |
OPTI Canada, Inc., 7.875%, 12/15/14 | | | 4,010 | | | | 4,100,225 | | |
OPTI Canada, Inc., 8.25%, 12/15/14 | | | 3,735 | | | | 3,875,062 | | |
Parker Drilling Co., Sr. Notes, 9.625%, 10/1/13 | | | 1,435 | | | | 1,513,925 | | |
Petrohawk Energy Corp., 9.125%, 7/15/13 | | | 15,010 | | | | 15,948,125 | | |
Petroleum Development Corp., Sr. Notes, 12.00%, 2/15/18(3) | | | 3,885 | | | | 4,079,250 | | |
Petroplus Finance, Ltd., 6.75%, 5/1/14(3) | | | 955 | | | | 902,475 | | |
Petroplus Finance, Ltd., 7.00%, 5/1/17(3) | | | 11,670 | | | | 10,911,450 | | |
Plains Exploration & Production Co., 7.00%, 3/15/17 | | | 5,575 | | | | 5,519,250 | | |
Quicksilver Resources, Inc., 7.125%, 4/1/16 | | | 3,975 | | | | 3,955,125 | | |
See notes to financial statements
17
Boston Income Portfolio as of April 30, 2008
PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D
Security | | Principal Amount (000's omitted) | | Value | |
Energy (continued) | |
SemGroup L.P., Sr. Notes, 8.75%, 11/15/15(3) | | $ | 10,225 | | | $ | 9,739,312 | | |
SESI, LLC, 6.875%, 6/1/14 | | | 1,150 | | | | 1,132,750 | | |
Southwestern Energy Co., 7.50%, 2/1/18(3) | | | 10,245 | | | | 10,910,915 | | |
Stewart & Stevenson, LLC, Sr. Notes, 10.00%, 7/15/14 | | | 10,355 | | | | 10,096,125 | | |
United Refining Co., Sr. Notes, 10.50%, 8/15/12 | | | 21,745 | | | | 21,310,100 | | |
VeraSun Energy Corp., 9.875%, 12/15/12 | | | 1,900 | | | | 1,752,750 | | |
| | $ | 147,322,638 | | |
Entertainment / Film — 1.3% | |
AMC Entertainment, Inc., 11.00%, 2/1/16 | | $ | 16,380 | | | $ | 16,380,000 | | |
Marquee Holdings, Inc., Sr. Disc. Notes, 9.505%, 8/15/14 | | | 11,265 | | | | 8,843,025 | | |
| | $ | 25,223,025 | | |
Environmental — 0.4% | |
Waste Services, Inc., Sr. Sub. Notes, 9.50%, 4/15/14 | | $ | 7,240 | | | $ | 7,131,400 | | |
| | $ | 7,131,400 | | |
Food & Drug Retail — 1.2% | |
Rite Aid Corp., 6.125%, 12/15/08(3) | | $ | 17,775 | | | $ | 17,463,937 | | |
Rite Aid Corp., 7.50%, 3/1/17 | | | 5,010 | | | | 4,671,825 | | |
| | $ | 22,135,762 | | |
Food / Beverage / Tobacco — 1.5% | |
ASG Consolidated, LLC/ASG Finance, Inc., Sr. Disc. Notes, 11.50%, (0% until 2008), 11/1/11 | | $ | 10,090 | | | $ | 9,333,250 | | |
Dole Foods Co., Sr. Notes, 8.625%, 5/1/09 | | | 19,135 | | | | 18,608,787 | | |
Pierre Foods, Inc., Sr. Sub. Notes, 9.875%, 7/15/12 | | | 1,505 | | | | 729,925 | | |
| | $ | 28,671,962 | | |
Gaming — 9.2% | |
Buffalo Thunder Development Authority, 9.375%, 12/15/14(3) | | $ | 11,355 | | | $ | 7,778,175 | | |
CCM Merger, Inc., 8.00%, 8/1/13(3) | | | 8,020 | | | | 6,937,300 | | |
Chukchansi EDA, Sr. Notes, Variable Rate, 8.238%, 11/15/12(3) | | | 5,045 | | | | 4,351,312 | | |
Eldorado Casino Shreveport (PIK), 10.00%, 8/1/12 | | | 518 | | | | 507,304 | | |
Fontainebleau Las Vegas Casino, LLC, 10.25%, 6/15/15(3) | | | 19,830 | | | | 14,327,175 | | |
Galaxy Entertainment Finance, 9.875%, 12/15/12(3) | | | 12,345 | | | | 12,530,175 | | |
Galaxy Entertainment Finance, Variable Rate, 9.829%, 12/15/10(3) | | | 4,605 | | | | 4,605,000 | | |
Security | | Principal Amount (000's omitted) | | Value | |
Gaming (continued) | |
Greektown Holdings, LLC, Sr. Notes, 10.75%, 12/1/13(3) | | $ | 1,875 | | | $ | 1,734,375 | | |
Indianapolis Downs, LLC & Capital Corp., Sr. Notes, 11.00%, 11/1/12(3) | | | 6,745 | | | | 6,104,225 | | |
Inn of the Mountain Gods, Sr. Notes, 12.00%, 11/15/10 | | | 9,055 | | | | 7,877,850 | | |
Majestic HoldCo, LLC, 12.50%, (0.00% until 2008) 10/15/11(3) | | | 3,390 | | | | 355,950 | | |
Majestic Star Casino, LLC, 9.50%, 10/15/10 | | | 5,315 | | | | 4,677,200 | | |
MGM Mirage, Inc., 7.50%, 6/1/16 | | | 6,590 | | | | 5,996,900 | | |
Mohegan Tribal Gaming Authority, Sr. Sub. Notes, 6.875%, 2/15/15 | | | 6,025 | | | | 5,136,312 | | |
Mohegan Tribal Gaming Authority, Sr. Sub. Notes, 7.125%, 8/15/14 | | | 7,140 | | | | 6,158,250 | | |
Mohegan Tribal Gaming Authority, Sr. Sub. Notes, 8.00%, 4/1/12 | | | 1,150 | | | | 1,081,000 | | |
OED Corp./Diamond Jo, LLC, 8.75%, 4/15/12 | | | 8,790 | | | | 8,042,850 | | |
Park Place Entertainment, 7.875%, 3/15/10 | | | 19,300 | | | | 18,238,500 | | |
Pinnacle Entertainment, Inc., 8.25%, 3/15/12 | | | 780 | | | | 780,000 | | |
Pinnacle Entertainment, Inc., Sr. Sub. Notes, 7.50%, 6/15/15(3) | | | 5,855 | | | | 4,874,287 | | |
Pokagon Gaming Authority, Sr. Notes, 10.375%, 6/15/14(3) | | | 2,172 | | | | 2,329,470 | | |
San Pasqual Casino, 8.00%, 9/15/13(3) | | | 2,005 | | | | 1,879,687 | | |
Seminole Hard Rock Entertainment, Variable Rate, 5.30%, 3/15/14(3) | | | 3,875 | | | | 3,264,688 | | |
Station Casinos, Inc., 7.75%, 8/15/16 | | | 2,415 | | | | 2,022,562 | | |
Station Casinos, Inc., Sr. Notes, 6.00%, 4/1/12 | | | 6,585 | | | | 5,589,019 | | |
Trump Entertainment Resorts, Inc., 8.50%, 6/1/15 | | | 17,310 | | | | 11,208,225 | | |
Tunica-Biloxi Gaming Authority, Sr. Notes, 9.00%, 11/15/15(3) | | | 9,455 | | | | 9,265,900 | | |
Turning Stone Resort Casinos, Sr. Notes, 9.125%, 9/15/14(3) | | | 1,470 | | | | 1,455,300 | | |
Waterford Gaming, LLC, Sr. Notes, 8.625%, 9/15/14(3) | | | 13,368 | | | | 12,966,960 | | |
| | $ | 172,075,951 | | |
Healthcare — 5.1% | |
Accellent, Inc., 10.50%, 12/1/13 | | $ | 3,795 | | | $ | 3,263,700 | | |
AMR HoldCo, Inc./EmCare HoldCo, Inc., Sr. Sub. Notes, 10.00%, 2/15/15 | | | 7,160 | | | | 7,643,300 | | |
Bausch & Lomb, Inc., Sr. Notes, 9.875%, 11/1/15(3) | | | 7,885 | | | | 8,417,237 | | |
Biomet, Inc., 11.625%, 10/15/17(3) | | | 13,045 | | | | 13,925,537 | | |
HCA, Inc., 7.875%, 2/1/11 | | | 647 | | | | 658,322 | | |
HCA, Inc., 8.75%, 9/1/10 | | | 10,406 | | | | 10,744,195 | | |
See notes to financial statements
18
Boston Income Portfolio as of April 30, 2008
PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D
Security | | Principal Amount (000's omitted) | | Value | |
Healthcare (continued) | |
HCA, Inc., 9.125%, 11/15/14 | | $ | 5,335 | | | $ | 5,668,438 | | |
HCA, Inc., 9.25%, 11/15/16 | | | 5,920 | | | | 6,378,800 | | |
MultiPlan Merger Corp., Sr. Sub. Notes, 10.375%, 4/15/16(3) | | | 10,535 | | | | 10,271,625 | | |
National Mentor Holdings, Inc., 11.25%, 7/1/14 | | | 7,970 | | | | 8,209,100 | | |
Res-Care, Inc., Sr. Notes, 7.75%, 10/15/13 | | | 3,575 | | | | 3,414,125 | | |
Service Corp. International, Sr. Notes, 7.00%, 6/15/17 | | | 1,520 | | | | 1,531,400 | | |
US Oncology, Inc., 9.00%, 8/15/12 | | | 5,370 | | | | 5,477,400 | | |
US Oncology, Inc., 10.75%, 8/15/14 | | | 8,635 | | | | 8,764,525 | | |
Viant Holdings, Inc., 10.125%, 7/15/17(3) | | | 1,583 | | | | 1,305,975 | | |
| | $ | 95,673,679 | | |
Homebuilders / Real Estate — 0.0% | |
Stanley Martin Co., 9.75%, 8/15/15 | | $ | 1,415 | | | $ | 700,425 | | |
| | $ | 700,425 | | |
Leisure — 2.4% | |
HRP Myrtle Beach Capital Corp., Sr. Notes, (PIK), 14.50%, 4/1/14(3) | | $ | 4,961 | | | $ | 4,539,568 | | |
HRP Myrtle Beach Operations, LLC/HRP Myrtle Beach Capital Corp., 12.50%, 4/1/13(3) | | | 3,635 | | | | 3,307,850 | | |
HRP Myrtle Beach Operations, LLC/HRP Myrtle Beach Capital Corp., Variable Rate, 7.383%, 4/1/12(3) | | | 6,665 | | | | 6,098,475 | | |
Universal City Development Partners, Sr. Notes, 11.75%, 4/1/10 | | | 14,385 | | | | 14,924,438 | | |
Universal City Florida Holdings, Sr. Notes, Variable Rate, 7.989%, 5/1/10 | | | 17,165 | | | | 17,057,719 | | |
| | $ | 45,928,050 | | |
Metals / Mining — 1.3% | |
Aleris International, Inc., Sr. Notes, 9.00%, 12/15/14 | | $ | 10,030 | | | $ | 7,422,200 | | |
Aleris International, Inc., Sr. Sub. Notes, 10.00%, 12/15/16 | | | 2,455 | | | | 1,534,375 | | |
FMG Finance PTY, Ltd., 10.625%, 9/1/16(3) | | | 10,135 | | | | 11,579,238 | | |
FMG Finance PTY, Ltd., Variable Rate, 7.076%, 9/1/11(3) | | | 4,130 | | | | 4,016,425 | | |
| | $ | 24,552,238 | | |
Paper — 2.9% | |
Georgia-Pacific Corp., 9.50%, 12/1/11 | | $ | 2,970 | | | $ | 3,148,200 | | |
Jefferson Smurfit Corp., Sr. Notes, 7.50%, 6/1/13 | | | 1,555 | | | | 1,348,963 | | |
Jefferson Smurfit Corp., Sr. Notes, 8.25%, 10/1/12 | | | 4,805 | | | | 4,396,575 | | |
NewPage Corp., 10.00%, 5/1/12(3) | | | 8,000 | | | | 8,580,000 | | |
Security | | Principal Amount (000's omitted) | | Value | |
Paper (continued) | |
NewPage Corp., 10.00%, 5/1/12 | | $ | 5,380 | | | $ | 5,770,050 | | |
NewPage Corp., 12.00%, 5/1/13 | | | 10,010 | | | | 10,660,650 | | |
NewPage Corp., Variable Rate, 9.489%, 5/1/12 | | | 2,585 | | | | 2,707,788 | | |
Rock-Tenn Co., 9.25%, 3/15/16(3) | | | 1,950 | | | | 2,057,250 | | |
Smurfit-Stone Container Enterprises, Inc., Sr. Notes, 8.00%, 3/15/17 | | | 16,135 | | | | 13,714,750 | | |
Stone Container Corp., Sr. Notes, 8.375%, 7/1/12 | | | 2,425 | | | | 2,231,000 | | |
| | $ | 54,615,226 | | |
Publishing / Printing — 2.0% | |
Dex Media West/Finance, Series B, 9.875%, 8/15/13 | | $ | 6,262 | | | $ | 5,917,590 | | |
Harland Clarke Holdings, 9.50%, 5/15/15 | | | 4,740 | | | | 3,851,250 | | |
Idearc, Inc., Sr. Notes, 8.00%, 11/15/16 | | | 7,065 | | | | 4,627,575 | | |
R.H. Donnelley Corp., 8.875%, 10/15/17(3) | | | 19,190 | | | | 12,473,500 | | |
Reader's Digest Association, Inc. (The), Sr. Sub. Notes, 9.00%, 2/15/17(3) | | | 13,615 | | | | 9,802,800 | | |
Windstream Regatta Holdings, Inc., Sr. Sub. Notes, 11.00%, 12/1/17(3) | | | 1,660 | | | | 1,120,500 | | |
| | $ | 37,793,215 | | |
Railroad — 1.0% | |
Kansas City Southern Mexico, Sr. Notes, 7.375%, 6/1/14(3) | | $ | 2,350 | | | $ | 2,235,438 | | |
Kansas City Southern Mexico, Sr. Notes, 7.625%, 12/1/13 | | | 6,985 | | | | 6,714,331 | | |
TFM SA de C.V., Sr. Notes, 9.375%, 5/1/12 | | | 8,830 | | | | 9,249,425 | | |
| | $ | 18,199,194 | | |
Restaurants — 0.9% | |
El Pollo Loco, Inc., 11.75%, 11/15/13 | | $ | 6,910 | | | $ | 6,737,250 | | |
NPC International, Inc., 9.50%, 5/1/14 | | | 10,535 | | | | 9,744,875 | | |
| | $ | 16,482,125 | | |
Services — 5.0% | |
Education Management, LLC, Sr. Notes, 8.75%, 6/1/14 | | $ | 9,960 | | | $ | 8,914,200 | | |
Education Management, LLC, Sr. Sub. Notes, 10.25%, 6/1/16 | | | 13,785 | | | | 11,648,325 | | |
Hertz Corp., 10.50%, 1/1/16 | | | 10,600 | | | | 10,719,250 | | |
KAR Holdings, Inc., Sr. Notes, 8.75%, 5/1/14 | | | 795 | | | | 767,175 | | |
KAR Holdings, Inc., Sr. Sub. Notes, Variable Rate, 7.239%, 5/1/14 | | | 2,805 | | | | 2,549,044 | | |
MediMedia USA, Inc., Sr. Sub Notes, 11.375%, 11/15/14(3) | | | 5,110 | | | | 5,237,750 | | |
See notes to financial statements
19
Boston Income Portfolio as of April 30, 2008
PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D
Security | | Principal Amount (000's omitted) | | Value | |
Services (continued) | |
Muzak, LLC/Muzak Finance, Sr. Notes, 10.00%, 2/15/09 | | $ | 2,950 | | | $ | 2,610,750 | | |
Neff Corp., Sr. Notes, 10.00%, 6/1/15 | | | 1,570 | | | | 777,150 | | |
Norcross Safety Products, LLC/Norcross Capital Corp., Sr. Sub. Notes, Series B, 9.875%, 8/15/11 | | | 3,095 | | | | 3,259,437 | | |
Rental Service Corp., 9.50%, 12/1/14 | | | 10,940 | | | | 9,846,000 | | |
Safety Products Holdings, Inc., Sr. Notes (PIK), 11.75%, 1/1/12 | | | 12,979 | | | | 13,508,760 | | |
Travelport, LLC, 9.875%, 9/1/14 | | | 10,405 | | | | 10,105,856 | | |
Travelport, LLC, 11.875%, 9/1/16 | | | 2,829 | | | | 2,602,680 | | |
United Rentals North America, Inc., 6.50%, 2/15/12 | | | 785 | | | | 739,863 | | |
West Corp., 9.50%, 10/15/14 | | | 11,955 | | | | 11,476,800 | | |
| | $ | 94,763,040 | | |
Steel — 1.0% | |
RathGibson, Inc., 11.25%, 2/15/14 | | $ | 8,245 | | | $ | 8,059,488 | | |
Ryerson, Inc., Sr. Notes, 12.00%, 11/1/15(3) | | | 1,185 | | | | 1,179,075 | | |
Ryerson, Inc., Sr. Notes, Variable Rate, 10.614%, 11/1/14(3) | | | 790 | | | | 722,850 | | |
Steel Dynamics, Inc., Sr. Notes, 7.375%, 11/1/12(3) | | | 8,365 | | | | 8,553,213 | | |
| | $ | 18,514,626 | | |
Super Retail — 8.2% | |
GameStop Corp., 8.00%, 10/1/12 | | $ | 27,290 | | | $ | 29,200,300 | | |
General Nutrition Center, Sr. Notes, Variable Rate, (PIK), 7.199%, 3/15/14 | | | 9,205 | | | | 8,077,388 | | |
General Nutrition Center, Sr. Sub. Notes, 10.75%, 3/15/15 | | | 8,100 | | | | 7,107,750 | | |
Michaels Stores, Inc., Sr. Notes, 10.00%, 11/1/14 | | | 3,915 | | | | 3,817,125 | | |
Michaels Stores, Inc., Sr. Sub. Notes, 11.375%, 11/1/16 | | | 7,315 | | | | 6,601,788 | | |
Neiman Marcus Group, Inc., 9.00%, 10/15/15 | | | 5,615 | | | | 5,867,675 | | |
Neiman Marcus Group, Inc., 10.375%, 10/15/15 | | | 43,625 | | | | 46,024,375 | | |
Sally Holdings, LLC, Sr. Notes, 10.50%, 11/15/16 | | | 13,770 | | | | 13,770,000 | | |
Toys "R" Us, 7.375%, 10/15/18 | | | 9,495 | | | | 7,097,513 | | |
Yankee Acquisition Corp., Series B, 8.50%, 2/15/15 | | | 22,490 | | | | 19,116,500 | | |
Yankee Acquisition Corp., Series B, 9.75%, 2/15/17 | | | 10,235 | | | | 8,264,763 | | |
| | $ | 154,945,177 | | |
Technology — 3.0% | |
Advanced Micro Devices, Inc., Sr. Notes, 7.75%, 11/1/12 | | $ | 17,350 | | | $ | 14,183,625 | | |
Amkor Technologies, Inc., Sr. Notes, 7.75%, 5/15/13 | | | 9,100 | | | | 8,747,375 | | |
Avago Technologies Finance, 10.125%, 12/1/13 | | | 3,260 | | | | 3,488,200 | | |
Security | | Principal Amount (000's omitted) | | Value | |
Technology (continued) | |
Avago Technologies Finance, 11.875%, 12/1/15 | | $ | 6,470 | | | $ | 6,987,600 | | |
Ceridian Corp., Sr. Notes, 11.25%, 11/15/15(3) | | | 17,480 | | | | 16,496,750 | | |
NXP BV/NXP Funding, LLC, 7.875%, 10/15/14 | | | 3,560 | | | | 3,533,300 | | |
SunGard Data Systems, Inc., 9.125%, 8/15/13 | | | 3,145 | | | | 3,302,250 | | |
| | $ | 56,739,100 | | |
Telecommunications — 3.2% | |
Centennial Cellular Operating Co./Centennial Communication Corp., Sr. Notes, 10.125%, 6/15/13 | | $ | 5,490 | | | $ | 5,750,775 | | |
Digicel Group, Ltd., Sr. Notes, 8.875%, 1/15/15(3) | | | 5,835 | | | | 5,018,100 | | |
Digicel Group, Ltd., Sr. Notes, 9.125%, 1/15/15(3) | | | 13,975 | | | | 11,878,750 | | |
Digicel Group, Ltd., Sr. Notes, 9.25%, 9/1/12(3) | | | 6,170 | | | | 6,262,550 | | |
Intelsat Bermuda, Ltd., 9.25%, 8/15/14 | | | 9,771 | | | | 8,940,465 | | |
Intelsat Bermuda, Ltd., 9.25%, 6/15/16 | | | 6,130 | | | | 6,214,288 | | |
Qwest Communications International, Inc., 7.50%, 2/15/14 | | | 11,465 | | | | 11,321,688 | | |
Qwest Corp., Sr. Notes, 7.625%, 6/15/15 | | | 3,500 | | | | 3,526,250 | | |
Windstream Corp., Sr. Notes, 8.125%, 8/1/13 | | | 805 | | | | 837,200 | | |
| | $ | 59,750,066 | | |
Textiles / Apparel — 1.9% | |
Levi Strauss & Co., Sr. Notes, 8.875%, 4/1/16 | | $ | 1,610 | | | $ | 1,646,225 | | |
Levi Strauss & Co., Sr. Notes, 9.75%, 1/15/15 | | | 8,065 | | | | 8,468,250 | | |
Oxford Industries, Inc., Sr. Notes, 8.875%, 6/1/11 | | | 13,113 | | | | 12,555,698 | | |
Perry Ellis International, Inc., Sr. Sub. Notes, 8.875%, 9/15/13 | | | 9,400 | | | | 8,977,000 | | |
Phillips Van Heusen, Sr. Notes, 7.25%, 2/15/11 | | | 620 | | | | 630,850 | | |
Phillips Van Heusen, Sr. Notes, 8.125%, 5/1/13 | | | 4,000 | | | | 4,160,000 | | |
| | $ | 36,438,023 | | |
Transportation Ex Air / Rail — 0.5% | |
CEVA Group, PLC, Sr. Notes, 10.00%, 9/1/14(3) | | $ | 8,305 | | | $ | 8,595,675 | | |
| | $ | 8,595,675 | | |
Utilities — 4.6% | |
AES Corp., Sr. Notes, 8.75%, 5/15/13(3) | | $ | 1,923 | | | $ | 2,016,746 | | |
AES Eastern Energy, Series 99-A, 9.00%, 1/2/17 | | | 2,648 | | | | 2,740,286 | | |
Dynegy Holdings, Inc., 7.75%, 6/1/19 | | | 8,085 | | | | 8,085,000 | | |
Dynegy Holdings, Inc., 8.375%, 5/1/16 | | | 3,370 | | | | 3,530,075 | | |
Edison Mission Energy, 7.50%, 6/15/13 | | | 915 | | | | 956,175 | | |
See notes to financial statements
20
Boston Income Portfolio as of April 30, 2008
PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D
Security | | Principal Amount (000's omitted) | | Value | |
Utilities (continued) | |
Energy Future Holdings, Sr. Notes, 10.875%, 11/1/17(3) | | $ | 15,170 | | | $ | 16,231,900 | | |
NGC Corp., 7.625%, 10/15/26 | | | 7,090 | | | | 6,540,525 | | |
NRG Energy, Inc., 7.25%, 2/1/14 | | | 245 | | | | 252,350 | | |
NRG Energy, Inc., 7.375%, 1/15/17 | | | 7,580 | | | | 7,826,350 | | |
NRG Energy, Inc., Sr. Notes, 7.375%, 2/1/16 | | | 2,380 | | | | 2,457,350 | | |
Orion Power Holdings, Inc., Sr. Notes, 12.00%, 5/1/10 | | | 14,185 | | | | 15,709,888 | | |
Reliant Energy, Inc., Sr. Notes, 7.625%, 6/15/14 | | | 785 | | | | 820,325 | | |
Texas Competitive Electric Holdings Co., LLC, Sr. Notes, Series A, 10.25%, 11/1/15(3) | | | 9,980 | | | | 10,454,050 | | |
Texas Competitive Electric Holdings Co., LLC, Sr. Notes, Series B, 10.25%, 11/1/15(3) | | | 8,160 | | | | 8,547,600 | | |
| | $ | 86,168,620 | | |
Total Corporate Bonds & Notes (identified cost $1,568,638,467) | | | | | | $ | 1,506,524,570 | | |
Common Stocks — 2.1% | |
Security | | Shares | | Value | |
Containers — 0.1% | |
Greif, Inc. | | | 42,800 | | | $ | 2,764,880 | | |
| | $ | 2,764,880 | | |
Gaming — 0.3% | |
Fontainebleau Equity Holdings, Class A(4)(5) | | | 301,724 | | | $ | 3,620,688 | | |
Shreveport Gaming Holdings, Inc.(4)(5)(6) | | | 3,597 | | | | 89,925 | | |
Trump Entertainment Resorts, Inc.(6) | | | 484,160 | | | | 1,350,807 | | |
| | $ | 5,061,420 | | |
Leisure — 0.0% | |
HRP, Class B(3)(4)(6) | | | 3,730 | | | $ | 37 | | |
| | $ | 37 | | |
Super Retail — 1.5% | |
GameStop Corp., Class A(6) | | | 493,382 | | | $ | 27,155,745 | | |
GNC Acquisition Holdings, Class A(4)(5) | | | 204,221 | | | | 1,021,105 | | |
| | $ | 28,176,850 | | |
Security | | Shares | | Value | |
Telecommunications — 0.2% | |
American Tower Corp., Class A(6) | | | 67,993 | | | $ | 2,952,256 | | |
| | $ | 2,952,256 | | |
Total Common Stocks (identified cost $39,455,318) | | | | | | $ | 38,955,443 | | |
Convertible Bonds — 0.4% | |
Security | | Principal Amount (000's omitted) | | Value | |
Aerospace — 0.4% | |
L-3 Communications Corp., 3.00%, 8/1/35(3) | | $ | 5,745 | | | $ | 7,288,969 | | |
Total Convertible Bonds (identified cost $5,810,323) | | | | | | $ | 7,288,969 | | |
Convertible Preferred Stocks — 1.1% | |
Security | | Shares | | Value | |
Energy — 0.8% | |
Chesapeake Energy Corp., 4.50% | | | 91,533 | | | $ | 11,784,874 | | |
Chesapeake Energy Corp., 5.00%(3) | | | 21,939 | | | | 3,200,351 | | |
| | $ | 14,985,225 | | |
Telecommunications — 0.3% | |
Crown Castle International Corp. (PIK), 6.25% | | | 85,673 | | | $ | 4,969,034 | | |
| | $ | 4,969,034 | | |
Total Convertible Preferred Stocks (identified cost $15,115,555) | | | | | | $ | 19,954,259 | | |
Preferred Stocks — 0.3% | |
Security | | Shares/Units | | Value | |
Gaming — 0.3% | |
Fontainebleau Resorts LLC (PIK)(4)(5) | | | 7,676 | | | $ | 6,017,835 | | |
| | $ | 6,017,835 | | |
See notes to financial statements
21
Boston Income Portfolio as of April 30, 2008
PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D
Security | | Shares | | Value | |
Super Retail — 0.0% | |
GNC Acquisition Holdings(4)(5) | | | 69,779 | | | $ | 348,895 | | |
| | $ | 348,895 | | |
Total Preferred Stocks (identified cost $8,024,705) | | | | | | $ | 6,366,730 | | |
Miscellaneous — 0.1% | |
Security | | Shares | | Value | |
Cable / Satellite TV — 0.1% | |
Adelphia, Inc., Escrow Certificate(6) | | | 10,260,000 | | | $ | 884,925 | | |
Adelphia, Inc., Escrow Certificate(6) | | | 5,085,000 | | | | 432,225 | | |
Adelphia Recovery Trust(6) | | | 14,818,854 | | | | 1,129,938 | | |
| | $ | 2,447,088 | | |
Utilities — 0.0% | |
Mirant Corp., Escrow Certificate(4)(5)(6) | | | 2,205,000 | | | $ | 220 | | |
Mirant Corp., Escrow Certificate(4)(5)(6) | | | 4,900,000 | | | | 490 | | |
| | $ | 710 | | |
Total Miscellaneous (identified cost $13,800,475) | | | | | | $ | 2,447,798 | | |
Warrants — 0.0% | |
Security | | Shares | | Value | |
Consumer Products — 0.0% | |
HF Holdings, Inc., Exp. 9/27/09(4)(6) | | | 3,400 | | | $ | 0 | | |
| | $ | 0 | | |
Gaming — 0.0% | |
Peninsula Gaming LLC, Convertible Preferred Membership Interests, Exp. 9/27/09(4)(5)(6) | | | 6,338 | | | $ | 329,566 | | |
| | $ | 329,566 | | |
Total Warrants (identified cost $182,579) | | | | | | $ | 329,566 | | |
Short-Term Investments — 4.3% | |
Description | | Interest (000's omitted) | | Value | |
Investment in Cash Management Portfolio, 2.49%(7) | | $ | 80,067 | | | $ | 80,066,564 | | |
Total Short-Term Investments (identified cost $80,066,564) | | | | $ | 80,066,564 | | |
Total Investments — 99.8% (identified cost $1,968,066,123) | | | | $ | 1,876,559,993 | | |
Other Assets, Less Liabilities — 0.2% | | | | $ | 4,676,469 | | |
Net Assets — 100.0% | | | | $ | 1,881,236,462 | | |
PIK - Payment In Kind.
(1) Senior floating-rate interests 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, it is anticipated that the senior floating-rate interests 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. 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-Inter bank 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 April 30, 2008, at which time the interest rate will be determined.
(3) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in transactions exempt from registration, normally to qualified institutional buyers. At April 30, 2008, the aggregate value of the securities is $433,626,564 or 23.1% of the Portfolio's net assets.
(4) Security valued at fair value using methods determined in good faith by or at the direction of the Trustees.
(5) Restricted security.
(6) Non-income producing security.
(7) Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of April 30, 2008.
See notes to financial statements
22
Boston Income Portfolio as of April 30, 2008
FINANCIAL STATEMENTS (Unaudited)
Statement of Assets and Liabilities
As of April 30, 2008
Assets | |
Unaffiliated investments, at value (identified cost, $1,887,999,559) | | $ | 1,796,493,429 | | |
Affiliated investment, at value (identified cost, $80,066,564) | | | 80,066,564 | | |
Cash* | | | 2,360,000 | | |
Receivable for investments sold | | | 15,849,512 | | |
Dividends and interest receivable | | | 45,744,427 | | |
Interest receivable from affiliated investment | | | 161,112 | | |
Receivable for closed swap contracts | | | 674,356 | | |
Receivable for open swap contracts | | | 543,839 | | |
Total assets | | $ | 1,941,893,239 | | |
Liabilities | |
Payable for investments purchased | | $ | 54,823,697 | | |
Payable for open swap contracts | | | 4,795,243 | | |
Payable to affiliate for investment adviser fee | | | 923,661 | | |
Payable to affiliate for Trustees' fees | | | 2,708 | | |
Accrued expenses | | | 111,468 | | |
Total liabilities | | $ | 60,656,777 | | |
Net Assets applicable to investors' interest in Portfolio | | $ | 1,881,236,462 | | |
Sources of Net Assets | |
Net proceeds from capital contributions and withdrawals | | $ | 1,976,993,996 | | |
Net unrealized depreciation (computed on the basis of identified cost) | | | (95,757,534 | ) | |
Total | | $ | 1,881,236,462 | | |
* Represents restricted cash on deposit at the custodian as collateral for open swap contracts.
Statement of Operations
For the Six Months Ended
April 30, 2008
Investment Income | |
Interest and other income | | $ | 85,129,046 | | |
Dividends | | | 424,762 | | |
Interest income allocated from affiliated investment | | | 2,316,203 | | |
Expenses allocated from affiliated investment | | | (271,989 | ) | |
Total investment income | | $ | 87,598,022 | | |
Expenses | |
Investment adviser fee | | $ | 5,642,204 | | |
Trustees' fees and expenses | | | 16,018 | | |
Custodian fee | | | 181,731 | | |
Legal and accounting services | | | 59,150 | | |
Miscellaneous | | | 18,199 | | |
Total expenses | | $ | 5,917,302 | | |
Deduct — Reduction of custodian fee | | $ | 41 | | |
Total expense reductions | | $ | 41 | | |
Net expenses | | $ | 5,917,261 | | |
Net investment income | | $ | 81,680,761 | | |
Realized and Unrealized Gain (Loss) | |
Net realized gain (loss) — Investment transactions (identified cost basis) | | $ | (38,464,932 | ) | |
Swap contracts | | | 6,150,524 | | |
Net realized loss | | $ | (32,314,408 | ) | |
Change in unrealized appreciation (depreciation) — Investments (identified cost basis) | | $ | (76,428,776 | ) | |
Swap contracts | | | (5,844,940 | ) | |
Net change in unrealized appreciation (depreciation) | | $ | (82,273,716 | ) | |
Net realized and unrealized loss | | $ | (114,588,124 | ) | |
Net decrease in net assets from operations | | $ | (32,907,363 | ) | |
See notes to financial statements
23
Boston Income Portfolio as of April 30, 2008
FINANCIAL STATEMENTS CONT'D
Statements of Changes in Net Assets
Increase (Decrease) in Net Assets | | Six Months Ended April 30, 2008 (Unaudited) | | Year Ended October 31, 2007 | |
From operations — Net investment income | | $ | 81,680,761 | | | $ | 159,859,263 | | |
Net realized gain (loss) from investment transactions, swap contracts and foreign currency transactions | | | (32,314,408 | ) | | | 31,309,856 | | |
Net change in unrealized appreciation (depreciation) from investments and swap contracts | | | (82,273,716 | ) | | | (63,443,920 | ) | |
Net increase (decrease) in net assets from operations | | $ | (32,907,363 | ) | | $ | 127,725,199 | | |
Capital transactions — Contributions | | $ | 206,403,417 | | | $ | 618,807,755 | | |
Withdrawals | | | (330,737,390 | ) | | | (582,868,093 | ) | |
Net increase (decrease) in net assets from capital transactions | | $ | (124,333,973 | ) | | $ | 35,939,662 | | |
Net increase (decrease) in net assets | | $ | (157,241,336 | ) | | $ | 163,664,861 | | |
Net Assets | |
At beginning of period | | $ | 2,038,477,798 | | | $ | 1,874,812,937 | | |
At end of period | | $ | 1,881,236,462 | | | $ | 2,038,477,798 | | |
See notes to financial statements
24
Boston Income Portfolio as of April 30, 2008
FINANCIAL STATEMENTS CONT'D
Supplementary Data
| | Six Months Ended April 30, 2008 | | Year Ended October 31, | | Period Ended October 31, | | Year Ended September 30, | |
| | (Unaudited) | | 2007 | | 2006 | | 2005 | | 2004(1) | | 2004 | | 2003 | |
Ratios/Supplemental Data | |
Ratios (As a percentage of average daily net assets): | |
Expenses before custodian fee reduction(2)(3) | | | 0.65 | %(4) | | | 0.62 | % | | | 0.66 | % | | | 0.65 | % | | | 0.66 | %(4) | | | 0.66 | % | | | 0.66 | % | |
Net investment income | | | 8.64 | %(4) | | | 7.91 | % | | | 7.85 | % | | | 7.71 | % | | | 7.29 | %(4) | | | 8.29 | % | | | 9.51 | % | |
Portfolio Turnover | | | 25 | % | | | 84 | % | | | 68 | % | | | 71 | % | | | 5 | % | | | 79 | % | | | 116 | % | |
Total Return | | | (1.46 | )%(5) | | | 6.65 | % | | | 11.10 | % | | | 5.80 | % | | | 1.82 | %(5) | | | 13.28 | % | | | 26.96 | % | |
Net assets, end of period (000's omitted) | | $ | 1,881,236 | | | $ | 2,038,478 | | | $ | 1,874,813 | | | $ | 1,686,172 | | | $ | 1,719,431 | | | $ | 1,669,254 | | | $ | 1,367,987 | | |
(1) For the one-month period ended October 31, 2004. The Portfolio changed its fiscal year-end from September 30 to October 31.
(2) The investment adviser waived a portion of its investment advisory fee (equal to less than 0.01% of average daily net assets for the years ended October 31, 2006 and 2005, the period ended October 31, 2004 and the years ended September 30, 2004 and 2003, respectively).
(3) Excludes the effect of custody fee credits, if any, of less than 0.005%.
(4) Annualized.
(5) Not annualized.
See notes to financial statements
25
Boston Income Portfolio as of April 30, 2008
NOTES TO FINANCIAL STATEMENTS (Unaudited)
1 Significant 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 April 30, 2008, Eaton Vance Income Fund of Boston, Eaton Vance Diversified Income Fund and Eaton Vance Capital & Income Strategies Fund held an interest of 92.9%, 6.8% and 0.2%, respectively, in the Portfolio.
The following is a summary of significant accounting policies of the Portfolio. The policies are in conformity with accounting principles generally accepted in the United States of America.
A Investment Valuation — Debt obligations, including listed securities and securities for which quotations are available, will normally be valued on the basis of market valuations provided by independent pricing services. The pricing services consider various factors relating to bonds and/or market transactions to determine market value. Short-term debt securities with a remaining maturity of sixty days or less are valued at amortized cost, which approximates market value. If short-term debt securities are acquired with a remaining maturity of more than sixty days, they will be valued by a pricing service. Equity securities 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 exchan ge 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 an independent pricing service. Credit default swaps are valued by a broker-dealer (usually the counterparty to the agreement). The Portfolio also invests in interests in senior floating-rate loans (Senior Loans). The Portfolio's investment adviser has characterized certain Senior Loans as liquid based on a predetermined acceptable number and range of market quotations available. Such loans are valued on the basis of market valuations furnished by an independent pricing service. Oth er Senior Loans are valued at fair value by the investment adviser under procedures established by the Trustees as permitted by the 1940 Act. Foreign exchange rates for foreign exchange forward contracts and for the translation of non-U.S. dollar-denominated investments into U.S. dollars are obtained from a pricing service. Investments for which market quotations are not readily available and investments for which the price of the security is not believed to represent its fair market value, are valued at fair value using methods determined in good faith by or at the direction of the Trustees considering relevant factors, data and information including the market value of freely tradable securities of the same class in the principal market on which such securities are normally traded.
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 values its investment securities utilizing the amortized cost valuation technique permitted by Rule 2a-7 of the 1940 Act. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium.
B Investment Transactions — Investment transactions for financial statement purposes are accounted for on a trade date basis. Realized gains and losses on investments sold are determined on the basis of identified cost.
C Income — Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount. Fees associated with loan amendments are recognized immediately. Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities.
D Federal Taxes — The Portfolio has elected to be treated as a partnership for federal tax purposes. No provision is made by the Portfolio for federal or state taxes on any taxable income of the Portfolio because each investor in the Portfolio is ultimately responsible for the payment of any taxes on its share of taxable income. Since at least one of the Portfolio's investors is a regulated investment company that invests all or substantially all of its assets in the Portfolio, the Portfolio normally must satisfy the applicable source of income and diversification
26
Boston Income Portfolio as of April 30, 2008
NOTES TO FINANCIAL STATEMENTS (Unaudited) CONT'D
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.
In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48 (FIN 48), "Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109". FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, "Accounting for Income Taxes". This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective on the last business day of the first required financial reporting period for fiscal years beginning after December 15, 2006. Management has concluded that as of April 30, 2008, there are 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, 2007 remains subject to examination by the Internal Revenue Service.
E Expense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Portfolio. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Portfolio maintains with SSBT. All credit balances, if any, used to reduce the Portfolio's custodian fees are reported as a reduction of expenses in the Statement of Operations.
F Use of Estimates — The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.
G Indemnifications — Under the Portfolio's organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Portfolio. 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 t he 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.
H Credit Default Swaps — The Portfolio may enter into credit default swap contracts to buy or sell protection against default on an individual issuer or a basket of issuers of bonds. 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 in the event of default by a third party, such as a U.S. or foreign corporate issuer, on the debt obligation. In return, the Portfolio pays the counterparty a periodic stream of payments over the term of the contract provided that no event of default has occurred. If no default occurs, the Portfolio would have 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 upon default of the referenced debt 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. Up-front 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 segre gates assets in the form of cash and cash equivalents in an amount equal to the aggregate market value of the credit default swaps of which it is the seller, marked to market on a daily basis. These transactions involve certain risks, including the risk that the seller may be unable to fulfill the transaction.
27
Boston Income Portfolio as of April 30, 2008
NOTES TO FINANCIAL STATEMENTS (Unaudited) CONT'D
I Interim Financial Statements — The interim financial statements relating to April 30, 2008 and for the six months then ended have not been audited by an independent registered public accounting firm, but in the opinion of the Portfolio's management, reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the financial statements.
2 Investment 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, as amended by two 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 reductions 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 adviser fee. For the six months ended Apri l 30, 2008, the Portfolio's adviser fee totaled $5,893,740 of which $251,536 was allocated from Cash Management and $5,642,204 was paid or accrued directly by the Portfolio. For the six months ended April 30, 2008, the Portfolio's adviser fee, including the portion allocated from Cash Management, was 0.62% (annualized) of the Portfolio's average daily net assets.
Except for Trustees of the Portfolio who are not members of EVM's or BMR's organizations, officers and Trustees receive remuneration for their services to the Portfolio out of the investment adviser fee. Trustees of the Portfolio who are not affiliated with the investment adviser may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the year ended April 30, 2008, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.
3 Purchases and Sales of Investments
Purchases and sales of investments, other than short-term obligations, and including maturities and principal repayments on Senior Loans, aggregated $456,416,481 and $442,487,434, respectively, for the six months ended April 30, 2008.
4 Federal Income Tax Basis of Investments
The cost and unrealized appreciation (depreciation) of investments of the Portfolio at April 30, 2008, as determined on a federal income tax basis, were as follows:
Aggregate cost | | $ | 1,972,326,464 | | |
Gross unrealized appreciation | | $ | 36,715,707 | | |
Gross unrealized depreciation | | | (132,482,178 | ) | |
Net unrealized depreciation | | $ | (95,766,471 | ) | |
5 Restricted Securities
At April 30, 2008, the Portfolio owned the following securities (representing 0.6% of net assets) which were restricted as to public resale and not registered under the Securities Act of 1933 (excluding Rule 144A securities). The Portfolio has various registration rights (exercisable under a variety of circumstances) with respect to these securities. The fair value of these securities is determined based on valuations provided by brokers when available, or if not available, they are valued at fair value using methods determined in good faith by or at the direction of the Trustees.
Description | | Date of Acquisition | | Shares/ Units | | Cost | | Value | |
Stocks and Warrants | |
GNC Acquisition Holdings, Class A | | 3/15/07 | | | 204,221 | | | $ | 1,021,105 | | | $ | 1,021,105 | | |
GNC Acquisition Holdings, Preferred | | 3/15/07 | | | 69,779 | | | | 348,895 | | | | 348,895 | | |
Fontainebleau Equity Holdings, Class A | | 6/1/07 | | | 301,724 | | | | 3,620,688 | | | | 3,620,688 | | |
Fontainebleau Resorts LLC (PIK), Preferred | | 6/1/07 | | | 7,676 | | | | 7,675,810 | | | | 6,017,835 | | |
Mirant Corp., Escrow Certificate | | 1/5/06 | | | 2,205,000 | | | | 0 | (1) | | | 220 | | |
Mirant Corp., Escrow Certificate | | 1/5/06 | | | 4,900,000 | | | | 0 | (1) | | | 490 | | |
Penninsula Gaming LLC, Convertible Preferred Membership Interests, Exp. 9/27/09 | | 7/8/99 | | | 6,338 | | | | 0 | (1) | | | 329,566 | | |
Shreveport Gaming Holdings, Inc. | | 7/21/05 | | | 3,597 | | | | 5,180 | | | | 89,925 | | |
Total Restricted Securities | | | | | | | | $ | 12,671,678 | | | $ | 11,428,724 | | |
(1) Less than $0.50.
28
Boston Income Portfolio as of April 30, 2008
NOTES TO FINANCIAL STATEMENTS (Unaudited) CONT'D
6 Financial Instruments
The Portfolio may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities to assist in managing exposure to various market risks. 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 April 30, 2008 is as follows:
Credit Default Swaps
Counterparty | | Reference Entity | | Buy/ Sell | | Notional Amount (000s omitted) | | Pay/ Receive Annual Fixed Rate | | Termination Date | | Net Unrealized Appreciation (Depreciation) | |
Bank of America | | First Data Corp. | | Sell | | $ | 3,475 | | | | 3.20 | % | | 12/20/2009 | | $ | (71,155 | ) | |
| | Rite Aid Corp. | | Sell | | | 10,605 | | | | 5.70 | | | 6/20/2008 | | | (9,504 | ) | |
Citigroup, Inc. | | First Data Corp. | | Sell | | | 6,950 | | | | 3.20 | | | 12/20/2009 | | | (142,310 | ) | |
| | First Data Corp. | | Sell | | | 6,950 | | | | 3.55 | | | 12/20/2009 | | | (105,341 | ) | |
| | Sprint Corp. | | Sell | | | 2,100 | | | | 7.35 | | | 3/20/2013 | | | (196,328 | ) | |
Credit Suisse | | Sprint Corp. | | Sell | | | 2,100 | | | | 7.50 | | | 3/20/2013 | | | (208,188 | ) | |
Deutsche Bank | | Sprint Corp. | | Sell | | | 3,600 | | | | 7.50 | | | 3/20/2013 | | | (356,894 | ) | |
Goldman Sachs General Capital | | Motors Corp. | | Sell | | | 3,400 | | | | 7.25 | | | 9/20/2010 | | | (165,027 | ) | |
Markets L.P. | | Sprint Corp. | | Sell | | | 3,600 | | | | 7.20 | | | 3/20/2013 | | | (316,231 | ) | |
JPMorgan AMD, Inc. Chase Bank | | Series B | | Sell | | | 3,500 | | | | 6.50 | | | 12/20/2012 | | | (576,175 | ) | |
| | AMD, Inc. Series C | | Sell | | | 3,500 | | | | 6.40 | | | 12/20/2012 | | | (586,042 | ) | |
| | Ford Motor Corp. | | Sell | | | 6,800 | | | | 8.50 | | | 3/20/2010 | | | 177,751 | | |
Lehman Ford Brothers, Inc. | | Motor Corp. | | Sell | | $ | 7,040 | | | | 7.20 | % | | 12/20/2009 | | $ | (16,645 | ) | |
| | Ford Motor Corp. | | Sell | | | 7,110 | | | | 8.00 | | | 3/20/2010 | | | 36,640 | | |
| | Ford Motor Corp. Series C | | Sell | | | 14,100 | | | | 6.10 | | | 12/20/2008 | | | 1,848 | | |
| | General Motors Corp. | | Sell | | | 10,200 | | | | 6.50 | | | 9/20/2008 | | | (9,957 | ) | |
| | General Motors Corp. | | Sell | | | 7,050 | | | | 5.90 | | | 12/20/2009 | | | (301,763 | ) | |
| | General Motors Corp. | | Sell | | | 7,040 | | | | 7.00 | | | 12/20/2009 | | | (190,223 | ) | |
| | Rite Aid Corp. | | Sell | | | 3,530 | | | | 3.90 | | | 12/20/2008 | | | (51,618 | ) | |
Counterparty | | Reference Entity | | Buy/ Sell | | Notional Amount (000s omitted) | | Pay/ Receive Annual Fixed Rate | | Termination Date | | Net Unrealized Appreciation (Depreciation) | |
Lehman Rite Aid Corp. Brothers, Inc. | | Series B | | Sell | | $ | 7,070 | | | | 5.60 | | | 3/20/2009 | | $ | (53,655 | ) | |
| | Rite Aid Corp. Series C | | Sell | | | 3,400 | | | | 5.60 | | | 3/20/2009 | | | (25,803 | ) | |
| | Toys "R" Us | | Sell | | | 7,000 | | | | 4.35 | | | 12/20/2008 | | | (64,716 | ) | |
| | Toys "R" Us | | Sell | | | 3,535 | | | | 8.90 | | | 3/20/2013 | | | (30,738 | ) | |
Morgan Stanley Capital Services, Inc. | |
| | ARAMARK Corp. | | Sell | | | 6,800 | | | | 4.82 | | | 9/20/2012 | | | 324,375 | | |
| | Darden Restaurant | | Sell | | | 14,245 | | | | 1.78 | | | 6/20/2013 | | | (206,639 | ) | |
| | Intelsat Ltd. | | Sell | | | 7,060 | | | | 3.75 | | | 12/20/2008 | | | 3,225 | | |
| | Sprint Corp. | | Sell | | | 3,600 | | | | 7.25 | | | 3/20/2013 | | | (323,008 | ) | |
| | Sprint Corp. | | Sell | | | 3,600 | | | | 7.50 | | | 3/20/2013 | | | (356,894 | ) | |
RBS First Data Greenwich Capital | | Corp., Series E | | Sell | | | 6,960 | | | | 3.95 | | | 12/20/2010 | | | (284,304 | ) | |
| | First Data Corp., Series F | | Sell | | | 3,480 | | | | 3.90 | | | 12/20/2010 | | | (146,085 | ) | |
| | | | | | | | | | | | | | | | $ | (4,251,404 | ) | |
At April 30, 2008, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.
7 Line of Credit
The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $200 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 0.07% 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 six months ended April 30, 2008.
8 Concentration of Portfolio 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.
29
Boston Income Portfolio as of April 30, 2008
NOTES TO FINANCIAL STATEMENTS (Unaudited) CONT'D
9 Recently Issued Accounting Pronouncements
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 (FAS 157), "Fair Value Measurements". FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. As of April 30, 2008, management does not believe the adoption of FAS 157 will impact the amounts reported in the financial statements; however, additional disclosures may be required about the inputs used to develop the measurements of fair value and the effect of certain of the measurements on changes in net assets for the period.
In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161 (FAS 161), "Disclosures about Derivative Instruments and Hedging Activities". FAS 161 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. FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. Management is currently evaluating the impact the adoption of FAS 161 will have on the Portfolio's financial statement disclosures.
30
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 21, 2008, 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 2008. 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.
31
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, 2008, the Board met eleven times and the Contract Review Committee, the Audit Committee and the Governance Committee, each of which is a Committee comprised solely of Independent Trustees, met twelve, seven and five 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. The Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee are newly established and did not meet during the twelve- month period ended April 30, 2008.
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 the Boston Income Portfolio, the portfolio in which the 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 Por tfolio.
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.
The Board considered shareholder and other administrative services provided or managed by Eaton Vance Management and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large family of funds, including the ability, in many cases, to exchange an investment among different funds without incurring additional sales charges.
After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory agreement.
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Eaton Vance Income Fund of Boston
BOARD OF TRUSTEES' ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT CONT'D
Fund Performance
The Board compared the Fund's investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one-, three-, five- and ten-year periods ended September 30, 2007 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, 2007, 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.
33
Eaton Vance Income Fund of Boston
OFFICERS AND TRUSTEES
Eaton Vance Income Fund of Boston
Officers Michael W. Weilheimer President Thomas P. Huggins Vice President Thomas Seto Vice President David M. Stein Vice President Barbara E. Campbell Treasurer Maureen A. Gemma Secretary Paul M. O'Neil Chief Compliance Officer | | Trustees Ralph F. Verni Chairman Benjamin C. Esty Thomas E. Faust Jr. Allen R. Freedman William H. Park Ronald A. Pearlman Norton H. Reamer Heidi L. Steiger Lynn A. Stout | |
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Boston Income Portfolio
Officers Michael W. Weilheimer President Thomas P. Huggins Vice President Barbara E. Campbell Treasurer Maureen A. Gemma Secretary Paul M. O'Neil Chief Compliance Officer | | Trustees Ralph F. Verni Chairman Benjamin C. Esty Thomas E. Faust Jr. Allen R. Freedman William H. Park Ronald A. Pearlman Norton H. Reamer Heidi L. Steiger Lynn A. Stout | |
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Investment Adviser of Boston Income Portfolio
Boston Management and Research
The Eaton Vance Building
255 State Street
Boston, MA 02109
Administrator of Eaton Vance Income Fund of Boston
Eaton Vance Management
The Eaton Vance Building
255 State Street
Boston, MA 02109
Principal Underwriter
Eaton Vance Distributors, Inc.
The Eaton Vance Building
255 State Street
Boston, MA 02109
(617) 482-8260
Custodian
State Street Bank and Trust Company
200 Clarendon Street
Boston, MA 02116
Transfer Agent
PFPC Inc.
Attn: Eaton Vance Funds
P.O. Box 9653
Providence, RI 02940-9653
(800) 262-1122
Eaton Vance Income Fund of Boston
The Eaton Vance Building
255 State Street
Boston, MA 02109
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 1-800-225-6265.
443-6/08 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 and Norton H. Reamer, each an independent trustee, as its audit committee financial experts. 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). Mr. Reamer is the President, Chief Executive Officer and a Director of Asset Management Finance Corp. (a specialty finance company serving the investment management industry) and is President of Unicorn Corporation (an investment and financial advisory services company). Formerly, Mr. Reamer was Chairman and Chief Operating Officer of Hellman, Jordan Management Co., Inc. (an investment management company) and Advisory Director of Berkshire Capital Corporation (an investment banking firm), Chairman of the Board of UAM and Chairman, President and Director of the UAM Funds (mutual funds).
Item 4. Principal Accountant Fees and Services
Not required in this filing
Item 5. Audit Committee of Listed registrants
Not required in this filing.
Item 6. Schedule of Investments
Please see schedule of investments contained in the Report to Stockholders included under Item 1 of this Form N-CSR.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies
Not required in this filing.
Item 8. 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. Weilheimer | |
| Michael W. Weilheimer |
| President |
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Date: | June 12, 2008 |
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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. |
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By: | /s/Barbara E. Campbell | |
| Barbara E. Campbell |
| Treasurer |
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| |
Date: | June 12, 2008 | |
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| |
By: | /s/Michael W. Weilheimer | |
| Michael W. Weilheimer |
| President |
| |
| |
Date: | June 12, 2008 | |