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: 811-10391
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, 2015
Date of Reporting Period
Item 1. | Reports to Stockholders |
Boston Income Portfolio
October 31, 2015
Portfolio of Investments
| | | | | | | | |
Corporate Bonds & Notes — 84.4% | |
| | |
| | | | | | | | |
Security | | Principal Amount (000’s omitted) | | | Value | |
| | | | | | | | |
|
Aerospace — 1.3% | |
Aerojet Rocketdyne Holdings, Inc., 7.125%, 3/15/21 | | $ | 12,545 | | | $ | 13,250,656 | |
Bombardier, Inc., 7.50%, 3/15/25(1) | | | 7,040 | | | | 5,491,200 | |
Huntington Ingalls Industries, Inc., 7.125%, 3/15/21 | | | 11,745 | | | | 12,332,250 | |
Orbital ATK, Inc., 5.25%, 10/1/21 | | | 6,870 | | | | 7,110,450 | |
TransDigm, Inc., 6.00%, 7/15/22 | | | 15,200 | | | | 15,428,000 | |
TransDigm, Inc., 6.50%, 7/15/24 | | | 14,665 | | | | 14,958,300 | |
TransDigm, Inc., 7.50%, 7/15/21 | | | 2,415 | | | | 2,559,900 | |
| | | | | | | | |
| | | | | | $ | 71,130,756 | |
| | | | | | | | |
|
Air Transportation — 0.2% | |
VistaJet Malta Finance PLC/VistaJet Co. Finance, LLC, 7.75%, 6/1/20(1) | | $ | 12,880 | | | $ | 11,205,600 | |
| | | | | | | | |
| | | | | | $ | 11,205,600 | |
| | | | | | | | |
|
Automotive & Auto Parts — 3.0% | |
American Axle & Manufacturing, Inc., 5.125%, 2/15/19 | | $ | 3,205 | | | $ | 3,265,094 | |
American Tire Distributors, Inc., 10.25%, 3/1/22(1) | | | 20,070 | | | | 20,371,050 | |
FCA US, LLC/CG Co-Issuer, Inc., 8.25%, 6/15/21 | | | 34,910 | | | | 37,528,250 | |
Fiat Chrysler Automobiles N.V., 5.25%, 4/15/23 | | | 9,590 | | | | 9,637,950 | |
General Motors Financial Co., Inc., 3.25%, 5/15/18 | | | 1,780 | | | | 1,802,754 | |
General Motors Financial Co., Inc., 4.75%, 8/15/17 | | | 1,955 | | | | 2,032,602 | |
General Motors Financial Co., Inc., 6.75%, 6/1/18 | | | 4,760 | | | | 5,215,308 | |
Navistar International Corp., 8.25%, 11/1/21 | | | 20,215 | | | | 15,830,872 | |
Schaeffler Holding Finance B.V., 6.75%, 11/15/22(1)(2) | | | 27,990 | | | | 30,719,025 | |
Schaeffler Holding Finance B.V., 6.875%, 8/15/18(1)(2) | | | 28,300 | | | | 29,361,250 | |
ZF North America Capital, Inc., 4.00%, 4/29/20(1) | | | 6,150 | | | | 6,234,562 | |
ZF North America Capital, Inc., 4.50%, 4/29/22(1) | | | 3,680 | | | | 3,719,082 | |
ZF North America Capital, Inc., 4.75%, 4/29/25(1) | | | 3,245 | | | | 3,196,325 | |
| | | | | | | | |
| | | | | | $ | 168,914,124 | |
| | | | | | | | |
|
Banks & Thrifts — 0.9% | |
Ally Financial, Inc., 5.50%, 2/15/17 | | $ | 16,320 | | | $ | 16,891,200 | |
Ally Financial, Inc., 6.25%, 12/1/17 | | | 5,890 | | | | 6,302,300 | |
Ally Financial, Inc., 8.00%, 12/31/18 | | | 2,500 | | | | 2,818,750 | |
CIT Group, Inc., 5.25%, 3/15/18 | | | 12,025 | | | | 12,641,281 | |
CIT Group, Inc., 5.375%, 5/15/20 | | | 1,275 | | | | 1,378,594 | |
CIT Group, Inc., 5.50%, 2/15/19(1) | | | 7,785 | | | | 8,291,025 | |
JPMorgan Chase & Co., 6.75% to 2/1/24, 1/29/49(3) | | | 3,955 | | | | 4,296,119 | |
| | | | | | | | |
| | | | | | $ | 52,619,269 | |
| | | | | | | | |
| | | | | | | | |
Security | | Principal Amount (000’s omitted) | | | Value | |
| | | | | | | | |
|
Broadcasting — 2.0% | |
AMC Networks, Inc., 7.75%, 7/15/21 | | $ | 12,520 | | | $ | 13,490,300 | |
iHeartCommunications, Inc., 11.25%, 3/1/21 | | | 10,550 | | | | 9,059,812 | |
Netflix, Inc., 5.50%, 2/15/22(1) | | | 15,340 | | | | 16,260,400 | |
Netflix, Inc., 5.875%, 2/15/25(1) | | | 12,080 | | | | 12,835,000 | |
Sirius XM Radio, Inc., 5.875%, 10/1/20(1) | | | 7,385 | | | | 7,868,718 | |
Sirius XM Radio, Inc., 6.00%, 7/15/24(1) | | | 21,783 | | | | 23,052,949 | |
Starz, LLC/Starz Finance Corp., 5.00%, 9/15/19 | | | 12,575 | | | | 12,902,579 | |
Tribune Media Co., 5.875%, 7/15/22(1) | | | 12,135 | | | | 12,499,050 | |
Univision Communications, Inc., 5.125%, 5/15/23(1) | | | 6,190 | | | | 6,159,050 | |
| | | | | | | | |
| | | | | | $ | 114,127,858 | |
| | | | | | | | |
|
Building Materials — 1.9% | |
Builders FirstSource, Inc., 10.75%, 8/15/23(1) | | $ | 7,635 | | | $ | 7,921,313 | |
Building Materials Corp. of America, 5.375%, 11/15/24(1) | | | 13,140 | | | | 13,583,475 | |
Building Materials Corp. of America, 6.00%, 10/15/25(1) | | | 12,495 | | | | 13,338,412 | |
HD Supply, Inc., 5.25%, 12/15/21(1) | | | 7,870 | | | | 8,293,012 | |
HD Supply, Inc., 7.50%, 7/15/20 | | | 18,815 | | | | 20,132,050 | |
Hillman Group, Inc. (The), 6.375%, 7/15/22(1) | | | 14,330 | | | | 13,434,375 | |
Nortek, Inc., 8.50%, 4/15/21 | | | 5,160 | | | | 5,495,400 | |
Rexel SA, 5.25%, 6/15/20(1) | | | 13,925 | | | | 14,555,106 | |
USG Corp., 5.50%, 3/1/25(1) | | | 1,695 | | | | 1,750,088 | |
USG Corp., 5.875%, 11/1/21(1) | | | 7,265 | | | | 7,691,819 | |
| | | | | | | | |
| | | | | | $ | 106,195,050 | |
| | | | | | | | |
|
Cable / Satellite TV — 5.9% | |
Altice Financing SA, 6.625%, 2/15/23(1) | | $ | 12,290 | | | $ | 12,351,450 | |
Altice Finco SA, 7.625%, 2/15/25(1) | | | 1,765 | | | | 1,676,750 | |
Altice Luxembourg SA, 7.625%, 2/15/25(1) | | | 6,140 | | | | 5,661,080 | |
Altice Luxembourg SA, 7.75%, 5/15/22(1) | | | 13,190 | | | | 12,728,350 | |
Cable One, Inc., 5.75%, 6/15/22(1) | | | 6,150 | | | | 6,319,125 | |
Cablevision Systems Corp., 7.75%, 4/15/18 | | | 7,985 | | | | 8,404,212 | |
CCO Holdings, LLC/CCO Holdings Capital Corp., 5.25%, 9/30/22 | | | 12,245 | | | | 12,433,646 | |
CCO Holdings, LLC/CCO Holdings Capital Corp., 5.375%, 5/1/25(1) | | | 13,405 | | | | 13,304,462 | |
CCO Holdings, LLC/CCO Holdings Capital Corp., 5.75%, 1/15/24 | | | 1,625 | | | | 1,653,438 | |
CCO Holdings, LLC/CCO Holdings Capital Corp., 6.50%, 4/30/21 | | | 6,490 | | | | 6,822,612 | |
CCO Holdings, LLC/CCO Holdings Capital Corp., 7.00%, 1/15/19 | | | 3,150 | | | | 3,240,563 | |
CCO Holdings, LLC/CCO Holdings Capital Corp., 7.375%, 6/1/20 | | | 12,875 | | | | 13,390,000 | |
| | | | |
| | 22 | | See Notes to Financial Statements. |
Boston Income Portfolio
October 31, 2015
Portfolio of Investments — continued
| | | | | | | | |
Security | | Principal Amount (000’s omitted) | | | Value | |
| | | | | | | | |
|
Cable / Satellite TV (continued) | |
CSC Holdings, LLC, 5.25%, 6/1/24 | | $ | 1,900 | | | $ | 1,675,781 | |
CSC Holdings, LLC, 6.75%, 11/15/21 | | | 12,915 | | | | 12,566,295 | |
CSC Holdings, LLC, 7.625%, 7/15/18 | | | 7,070 | | | | 7,520,712 | |
DISH DBS Corp., 5.875%, 7/15/22 | | | 14,220 | | | | 13,971,150 | |
DISH DBS Corp., 5.875%, 11/15/24 | | | 7,315 | | | | 7,015,085 | |
DISH DBS Corp., 6.75%, 6/1/21 | | | 30,172 | | | | 31,454,310 | |
Neptune Finco Corp., 10.125%, 1/15/23(1) | | | 17,855 | | | | 18,926,300 | |
Neptune Finco Corp., 10.875%, 10/15/25(1) | | | 20,770 | | | | 22,171,975 | |
Numericable-SFR SAS, 4.875%, 5/15/19(1) | | | 7,765 | | | | 7,842,650 | |
Numericable-SFR SAS, 6.00%, 5/15/22(1) | | | 24,555 | | | | 24,677,775 | |
Numericable-SFR SAS, 6.25%, 5/15/24(1) | | | 2,925 | | | | 2,932,313 | |
Unitymedia GmbH, 6.125%, 1/15/25(1) | | | 3,975 | | | | 4,084,313 | |
Unitymedia Hessen GmbH & Co. KG/Unitymedia NRW GmbH, 5.50%, 1/15/23(1) | | | 13,345 | | | | 13,766,035 | |
UPCB Finance IV, Ltd., 5.375%, 1/15/25(1) | | | 4,740 | | | | 4,769,625 | |
UPCB Finance V, Ltd., 7.25%, 11/15/21(1) | | | 9,873 | | | | 10,551,769 | |
UPCB Finance VI, Ltd., 6.875%, 1/15/22(1) | | | 9,675 | | | | 10,267,594 | |
Virgin Media Finance PLC, 5.75%, 1/15/25(1) | | | 9,450 | | | | 9,308,250 | |
Virgin Media Finance PLC, 6.375%, 4/15/23(1) | | | 3,265 | | | | 3,375,194 | |
Virgin Media Secured Finance PLC, 5.25%, 1/15/26(1) | | | 12,495 | | | | 12,526,237 | |
VTR Finance B.V., 6.875%, 1/15/24(1) | | | 8,330 | | | | 8,100,925 | |
Ziggo Bond Finance B.V., 5.875%, 1/15/25(1) | | | 6,220 | | | | 5,947,875 | |
| | | | | | | | |
| | | | | | $ | 331,437,851 | |
| | | | | | | | |
|
Capital Goods — 1.1% | |
Accudyne Industries Borrower/Accudyne Industries, LLC, 7.75%, 12/15/20(1) | | $ | 10,495 | | | $ | 9,156,887 | |
Anixter, Inc., 5.50%, 3/1/23(1) | | | 9,930 | | | | 10,277,550 | |
CNH Industrial Capital, LLC, 6.25%, 11/1/16 | | | 7,295 | | | | 7,550,325 | |
HRG Group, Inc., 7.875%, 7/15/19 | | | 13,300 | | | | 14,147,875 | |
HRG Group, Inc., 7.875%, 7/15/19(1) | | | 13,640 | | | | 14,509,550 | |
Manitowoc Co., Inc. (The), 5.875%, 10/15/22 | | | 3,610 | | | | 3,745,375 | |
| | | | | | | | |
| | | | | | $ | 59,387,562 | |
| | | | | | | | |
|
Chemicals — 1.1% | |
Axalta Coating Systems US Holdings, Inc./Axalta Coating Systems Dutch Holding B B.V., 7.375%, 5/1/21(1) | | $ | 14,675 | | | $ | 15,555,500 | |
Kissner Milling Co., Ltd., 7.25%, 6/1/19(1) | | | 1,495 | | | | 1,523,031 | |
Platform Specialty Products Corp., 6.50%, 2/1/22(1) | | | 19,540 | | | | 16,706,700 | |
Tronox Finance, LLC, 6.375%, 8/15/20 | | | 16,630 | | | | 11,927,036 | |
Tronox Finance, LLC, 7.50%, 3/15/22(1) | | | 4,605 | | | | 3,269,550 | |
W.R. Grace & Co., 5.125%, 10/1/21(1) | | | 9,590 | | | | 9,997,575 | |
W.R. Grace & Co., 5.625%, 10/1/24(1) | | | 2,500 | | | | 2,590,625 | |
| | | | | | | | |
| | | | | | $ | 61,570,017 | |
| | | | | | | | |
| | | | | | | | |
Security | | Principal Amount (000’s omitted) | | | Value | |
| | | | | | | | |
|
Consumer Products — 2.4% | |
Alphabet Holding Co., Inc., 7.75%, 11/1/17(2) | | $ | 48,695 | | | $ | 47,964,575 | |
CBC Ammo, LLC/CBC FinCo, Inc., 7.25%, 11/15/21(1) | | | 16,810 | | | | 15,801,400 | |
Radio Systems Corp., 8.375%, 11/1/19(1) | | | 7,690 | | | | 8,180,237 | |
Scotts Miracle-Gro Co. (The), 6.00%, 10/15/23(1) | | | 4,115 | | | | 4,351,613 | |
Spectrum Brands, Inc., 5.75%, 7/15/25(1) | | | 15,435 | | | | 16,534,744 | |
Spectrum Brands, Inc., 6.375%, 11/15/20 | | | 3,250 | | | | 3,485,625 | |
Tempur Sealy International, Inc., 5.625%, 10/15/23(1) | | | 8,905 | | | | 9,361,381 | |
Tempur Sealy International, Inc., 6.875%, 12/15/20 | | | 9,421 | | | | 10,127,575 | |
Vista Outdoor, Inc., 5.875%, 10/1/23(1) | | | 14,965 | | | | 15,675,837 | |
| | | | | | | | |
| | | | | | $ | 131,482,987 | |
| | | | | | | | |
|
Containers — 1.7% | |
Ardagh Packaging Finance PLC/Ardagh Holdings USA, Inc., 3.337%, 12/15/19(1)(4) | | $ | 5,475 | | | $ | 5,406,562 | |
Ardagh Packaging Finance PLC/Ardagh Holdings USA, Inc., 6.00%, 6/30/21(1) | | | 3,900 | | | | 3,841,500 | |
Ardagh Packaging Finance PLC/Ardagh Holdings USA, Inc., 6.25%, 1/31/19(1) | | | 4,055 | | | | 4,120,894 | |
Ardagh Packaging Finance PLC/Ardagh Holdings USA, Inc., 7.00%, 11/15/20(1) | | | 2,819 | | | | 2,840,261 | |
Berry Plastics Corp., 6.00%, 10/15/22(1) | | | 10,130 | | | | 10,636,500 | |
Beverage Packaging Holdings Luxembourg II SA/Beverage Packaging Holdings II Issuer, Inc., 5.625%, 12/15/16(1) | | | 1,905 | | | | 1,909,763 | |
Owens-Brockway Glass Container, Inc., 5.875%, 8/15/23(1) | | | 19,975 | | | | 21,235,922 | |
Owens-Brockway Glass Container, Inc., 6.375%, 8/15/25(1) | | | 4,160 | | | | 4,438,200 | |
Reynolds Group Holdings, Inc., 6.875%, 2/15/21 | | | 6,435 | | | | 6,740,662 | |
Reynolds Group Holdings, Inc., 9.875%, 8/15/19 | | | 33,920 | | | | 35,743,200 | |
| | | | | | | | |
| | | | | | $ | 96,913,464 | |
| | | | | | | | |
|
Diversified Financial Services — 2.0% | |
AerCap Ireland Capital, Ltd./AerCap Global Aviation Trust, 4.50%, 5/15/21 | | $ | 1,625 | | | $ | 1,673,750 | |
AerCap Ireland Capital, Ltd./AerCap Global Aviation Trust, 4.625%, 10/30/20 | | | 4,465 | | | | 4,632,438 | |
AerCap Ireland Capital, Ltd./AerCap Global Aviation Trust, 4.625%, 7/1/22 | | | 3,470 | | | | 3,552,413 | |
Alliance Data Systems Corp., 6.375%, 4/1/20(1) | | | 5,350 | | | | 5,543,937 | |
AWAS Aviation Capital, Ltd., 7.00%, 10/17/16(1) | | | 3,954 | | | | 3,969,097 | |
Icahn Enterprises, L.P./Icahn Enterprises Finance Corp., 3.50%, 3/15/17 | | | 3,730 | | | | 3,782,966 | |
Icahn Enterprises, L.P./Icahn Enterprises Finance Corp., 6.00%, 8/1/20 | | | 7,135 | | | | 7,482,831 | |
International Lease Finance Corp., 4.625%, 4/15/21 | | | 3,890 | | | | 4,035,875 | |
| | | | |
| | 23 | | See Notes to Financial Statements. |
Boston Income Portfolio
October 31, 2015
Portfolio of Investments — continued
| | | | | | | | |
Security | | Principal Amount (000’s omitted) | | | Value | |
| | | | | | | | |
|
Diversified Financial Services (continued) | |
International Lease Finance Corp., 8.25%, 12/15/20 | | $ | 16,365 | | | $ | 19,597,087 | |
International Lease Finance Corp., 8.625%, 1/15/22 | | | 9,855 | | | | 12,158,606 | |
International Lease Finance Corp., 8.75%, 3/15/17 | | | 5,350 | | | | 5,784,687 | |
Navient Corp., 5.50%, 1/15/19 | | | 15,080 | | | | 15,023,450 | |
Navient Corp., 5.875%, 10/25/24 | | | 6,255 | | | | 5,606,044 | |
Navient Corp., 7.25%, 1/25/22 | | | 2,485 | | | | 2,467,916 | |
Navient Corp., 8.00%, 3/25/20 | | | 10,785 | | | | 11,459,062 | |
Quicken Loans, Inc., 5.75%, 5/1/25(1) | | | 6,200 | | | | 6,176,750 | |
| | | | | | | | |
| | | | | | $ | 112,946,909 | |
| | | | | | | | |
|
Diversified Media — 0.9% | |
Clear Channel Worldwide Holdings, Inc., Series A, 6.50%, 11/15/22 | | $ | 6,075 | | | $ | 6,280,031 | |
Clear Channel Worldwide Holdings, Inc., Series B, 6.50%, 11/15/22 | | | 11,805 | | | | 12,350,981 | |
Clear Channel Worldwide Holdings, Inc., Series A, 7.625%, 3/15/20 | | | 2,005 | | | | 2,042,594 | |
IAC/InterActiveCorp, 4.875%, 11/30/18 | | | 13,475 | | | | 13,896,094 | |
National CineMedia, LLC, 6.00%, 4/15/22 | | | 8,240 | | | | 8,620,688 | |
National CineMedia, LLC, 7.875%, 7/15/21 | | | 3,450 | | | | 3,657,000 | |
Nielsen Co. Luxembourg S.a.r.l. (The), 5.50%, 10/1/21(1) | | | 5,585 | | | | 5,815,381 | |
| | | | | | | | |
| | | | | | $ | 52,662,769 | |
| | | | | | | | |
|
Energy — 11.4% | |
AmeriGas Finance LLC/AmeriGas Finance Corp., 6.75%, 5/20/20 | | $ | 4,795 | | | $ | 4,992,794 | |
AmeriGas Finance LLC/AmeriGas Finance Corp., 7.00%, 5/20/22 | | | 23,940 | | | | 25,376,400 | |
AmeriGas Partners, L.P./AmeriGas Finance Corp., 6.25%, 8/20/19 | | | 5,490 | | | | 5,627,250 | |
Antero Resources Corp., 5.375%, 11/1/21 | | | 16,185 | | | | 14,971,125 | |
Antero Resources Corp., 5.625%, 6/1/23(1) | | | 11,100 | | | | 10,267,500 | |
Antero Resources Corp., 6.00%, 12/1/20 | | | 2,115 | | | | 2,040,975 | |
Blue Racer Midstream, LLC/Blue Racer Finance Corp., 6.125%, 11/15/22(1) | | | 10,270 | | | | 9,653,800 | |
Bonanza Creek Energy, Inc., 6.75%, 4/15/21 | | | 10,850 | | | | 7,866,250 | |
Canbriam Energy, Inc., 9.75%, 11/15/19(1) | | | 5,760 | | | | 5,745,600 | |
Chesapeake Energy Corp., 3.571%, 4/15/19(4) | | | 10,910 | | | | 7,064,225 | |
Chesapeake Energy Corp., 6.125%, 2/15/21 | | | 16,325 | | | | 10,772,867 | |
Chesapeake Energy Corp., 7.25%, 12/15/18 | | | 8,855 | | | | 7,172,550 | |
Concho Resources, Inc., 5.50%, 4/1/23 | | | 27,330 | | | | 27,603,300 | |
Concho Resources, Inc., 6.50%, 1/15/22 | | | 4,730 | | | | 4,925,113 | |
Concho Resources, Inc., 7.00%, 1/15/21 | | | 5,535 | | | | 5,742,563 | |
CrownRock, L.P./CrownRock Finance, Inc., 7.125%, 4/15/21(1) | | | 14,435 | | | | 14,705,656 | |
| | | | | | | | |
Security | | Principal Amount (000’s omitted) | | | Value | |
| | | | | | | | |
|
Energy (continued) | |
CrownRock, L.P./CrownRock Finance, Inc., 7.75%, 2/15/23(1) | | $ | 12,150 | | | $ | 12,575,250 | |
CVR Refining, LLC/Coffeyville Finance, Inc., 6.50%, 11/1/22 | | | 18,895 | | | | 18,658,812 | |
Denbury Resources, Inc., 5.50%, 5/1/22 | | | 3,545 | | | | 2,499,225 | |
Endeavor Energy Resources, L.P./EER Finance, Inc., 7.00%, 8/15/21(1) | | | 17,395 | | | | 16,786,175 | |
Endeavor Energy Resources, L.P./EER Finance, Inc., 8.125%, 9/15/23(1) | | | 4,950 | | | | 4,987,125 | |
Energy Transfer Equity, L.P., 5.875%, 1/15/24 | | | 28,810 | | | | 28,054,458 | |
Energy Transfer Equity, L.P., 7.50%, 10/15/20 | | | 7,970 | | | | 8,609,194 | |
EP Energy, LLC/Everest Acquisition Finance, Inc., 7.75%, 9/1/22 | | | 10,510 | | | | 8,145,250 | |
Gulfport Energy Corp., 6.625%, 5/1/23 | | | 14,100 | | | | 12,972,000 | |
Gulfport Energy Corp., 7.75%, 11/1/20 | | | 22,880 | | | | 22,765,600 | |
Halcon Resources Corp., 8.625%, 2/1/20(1) | | | 2,841 | | | | 2,461,016 | |
Harvest Operations Corp., 6.875%, 10/1/17 | | | 2,710 | | | | 2,303,500 | |
Holly Energy Partners, L.P./Holly Energy Finance Corp., 6.50%, 3/1/20 | | | 2,605 | | | | 2,605,000 | |
Laredo Petroleum, Inc., 7.375%, 5/1/22 | | | 5,333 | | | | 5,293,003 | |
Matador Resources Co., 6.875%, 4/15/23 | | | 18,470 | | | | 18,608,525 | |
Memorial Resource Development Corp., 5.875%, 7/1/22 | | | 32,005 | | | | 30,324,737 | |
Noble Energy, Inc., 5.625%, 5/1/21 | | | 9,020 | | | | 9,156,897 | |
Noble Energy, Inc., 5.875%, 6/1/22 | | | 13,460 | | | | 13,576,254 | |
Paramount Resources, Ltd., 6.875%, 6/30/23(1) | | | 6,520 | | | | 5,770,200 | |
PBF Holding Co., LLC/PBF Finance Corp., 8.25%, 2/15/20 | | | 12,485 | | | | 13,171,675 | |
PBF Logistics, L.P./PBF Logistics Finance Corp., 6.875%, 5/15/23(1) | | | 14,565 | | | | 13,618,275 | |
Precision Drilling Corp., 6.50%, 12/15/21 | | | 4,905 | | | | 4,291,875 | |
Range Resources Corp., 5.00%, 8/15/22 | | | 4,700 | | | | 4,206,256 | |
RSP Permian, Inc., 6.625%, 10/1/22 | | | 15,425 | | | | 15,347,875 | |
RSP Permian, Inc., 6.625%, 10/1/22(1) | | | 6,580 | | | | 6,547,100 | |
Sabine Pass Liquefaction, LLC, 5.625%, 2/1/21 | | | 19,500 | | | | 19,451,250 | |
Sabine Pass Liquefaction, LLC, 5.625%, 4/15/23 | | | 13,485 | | | | 13,190,016 | |
Sabine Pass Liquefaction, LLC, 5.625%, 3/1/25(1) | | | 19,805 | | | | 19,062,312 | |
Sabine Pass Liquefaction, LLC, 5.75%, 5/15/24 | | | 1,075 | | | | 1,040,063 | |
Sabine Pass LNG, L.P., 6.50%, 11/1/20 | | | 12,645 | | | | 12,803,062 | |
Sabine Pass LNG, L.P., 7.50%, 11/30/16 | | | 18,285 | | | | 18,959,259 | |
SESI, LLC, 6.375%, 5/1/19 | | | 6,055 | | | | 6,009,588 | |
Seven Generations Energy, Ltd., 6.75%, 5/1/23(1) | | | 13,075 | | | | 11,963,625 | |
Seven Generations Energy, Ltd., 8.25%, 5/15/20(1) | | | 21,740 | | | | 21,196,500 | |
Seventy Seven Energy, Inc., 6.50%, 7/15/22 | | | 8,790 | | | | 2,702,925 | |
Seventy Seven Operating, LLC, 6.625%, 11/15/19 | | | 3,875 | | | | 2,315,313 | |
SM Energy Co., 6.125%, 11/15/22 | | | 4,360 | | | | 4,261,900 | |
| | | | |
| | 24 | | See Notes to Financial Statements. |
Boston Income Portfolio
October 31, 2015
Portfolio of Investments — continued
| | | | | | | | |
Security | | Principal Amount (000’s omitted) | | | Value | |
| | | | | | | | |
|
Energy (continued) | |
SM Energy Co., 6.50%, 11/15/21 | | $ | 11,000 | | | $ | 11,000,000 | |
SM Energy Co., 6.50%, 1/1/23 | | | 10,125 | | | | 10,027,759 | |
Sunoco, L.P./Sunoco Finance Corp., 6.375%, 4/1/23(1) | | | 9,265 | | | | 9,380,812 | |
Tesoro Corp., 5.375%, 10/1/22 | | | 11,035 | | | | 11,241,906 | |
Tesoro Logistics, L.P./Tesoro Logistics Finance Corp., 5.50%, 10/15/19(1) | | | 3,100 | | | | 3,224,000 | |
Tesoro Logistics, L.P./Tesoro Logistics Finance Corp., 6.25%, 10/15/22(1) | | | 7,445 | | | | 7,780,025 | |
Triangle USA Petroleum Corp., 6.75%, 7/15/22(1) | | | 7,250 | | | | 3,443,750 | |
Williams Partners, L.P./ACMP Finance Corp., 4.875%, 3/15/24 | | | 1,910 | | | | 1,722,698 | |
| | | | | | | | |
| | | | | | $ | 638,640,008 | |
| | | | | | | | |
|
Entertainment / Film — 0.2% | |
Activision Blizzard, Inc., 6.125%, 9/15/23(1) | | $ | 5,140 | | | $ | 5,609,025 | |
Regal Entertainment Group, 5.75%, 3/15/22 | | | 5,440 | | | | 5,637,200 | |
| | | | | | | | |
| | | | | | $ | 11,246,225 | |
| | | | | | | | |
|
Environmental — 0.6% | |
ADS Waste Holdings, Inc., 8.25%, 10/1/20 | | $ | 17,195 | | | $ | 18,140,725 | |
Clean Harbors, Inc., 5.125%, 6/1/21 | | | 3,865 | | | | 3,986,748 | |
Covanta Holding Corp., 5.875%, 3/1/24 | | | 4,780 | | | | 4,768,050 | |
Covanta Holding Corp., 6.375%, 10/1/22 | | | 6,470 | | | | 6,825,850 | |
| | | | | | | | |
| | | | | | $ | 33,721,373 | |
| | | | | | | | |
|
Food & Drug Retail — 0.5% | |
Rite Aid Corp., 6.125%, 4/1/23(1) | | $ | 26,925 | | | $ | 29,112,656 | |
| | | | | | | | |
| | | | | | $ | 29,112,656 | |
| | | | | | | | |
|
Food / Beverage / Tobacco — 1.7% | |
Constellation Brands, Inc., 4.25%, 5/1/23 | | $ | 15,225 | | | $ | 15,624,656 | |
Constellation Brands, Inc., 6.00%, 5/1/22 | | | 2,650 | | | | 2,968,000 | |
Dean Foods Co., 6.50%, 3/15/23(1) | | | 28,905 | | | | 30,567,037 | |
Pilgrim’s Pride Corp., 5.75%, 3/15/25(1) | | | 20,540 | | | | 21,053,500 | |
Post Holdings, Inc., 6.00%, 12/15/22(1) | | | 4,205 | | | | 4,241,794 | |
Post Holdings, Inc., 6.75%, 12/1/21(1) | | | 1,815 | | | | 1,883,063 | |
Post Holdings, Inc., 7.75%, 3/15/24(1) | | | 7,925 | | | | 8,489,656 | |
Post Holdings, Inc., 8.00%, 7/15/25(1) | | | 3,965 | | | | 4,311,938 | |
WhiteWave Foods Co. (The), 5.375%, 10/1/22 | | | 4,380 | | | | 4,708,500 | |
| | | | | | | | |
| | | | | | $ | 93,848,144 | |
| | | | | | | | |
|
Gaming — 1.9% | |
Boyd Gaming Corp. Step Coupon HoldCo Note, 6.00% to 11/20/15, 11/20/18(2)(5)(6)(7) | | $ | 651 | | | $ | 673,050 | |
| | | | | | | | |
Security | | Principal Amount (000’s omitted) | | | Value | |
| | | | | | | | |
|
Gaming (continued) | |
Buffalo Thunder Development Authority, 11.00%, 12/9/22(1) | | $ | 5,297 | | | $ | 3,575,777 | |
GLP Capital, L.P./GLP Financing II, Inc., 4.875%, 11/1/20 | | | 10,445 | | | | 10,810,575 | |
International Game Technology PLC, 6.50%, 2/15/25(1) | | | 3,560 | | | | 3,364,200 | |
MGM Resorts International, 6.00%, 3/15/23 | | | 12,500 | | | | 12,781,250 | |
MGM Resorts International, 7.75%, 3/15/22 | | | 24,755 | | | | 27,570,881 | |
New Cotai, LLC/New Cotai Capital Corp., 10.625%, 5/1/19(1)(2) | | | 13,731 | | | | 10,693,083 | |
Station Casinos, LLC, 7.50%, 3/1/21 | | | 8,595 | | | | 9,218,138 | |
Studio City Finance, Ltd., 8.50%, 12/1/20(1) | | | 21,470 | | | | 21,845,725 | |
Tunica-Biloxi Gaming Authority, 9.00%, 11/15/15(1)(8) | | | 9,455 | | | | 5,472,081 | |
| | | | | | | | |
| | | | | | $ | 106,004,760 | |
| | | | | | | | |
|
Health Care — 11.9% | |
Air Medical Merger Sub Corp., 6.375%, 5/15/23(1) | | $ | 9,815 | | | $ | 8,980,725 | |
Alere, Inc., 6.375%, 7/1/23(1) | | | 13,745 | | | | 14,329,162 | |
Alere, Inc., 6.50%, 6/15/20 | | | 5,330 | | | | 5,529,875 | |
Alere, Inc., 7.25%, 7/1/18 | | | 2,470 | | | | 2,584,238 | |
AMAG Pharmaceuticals, Inc., 7.875%, 9/1/23(1) | | | 13,646 | | | | 12,793,125 | |
AmSurg Corp., 5.625%, 11/30/20 | | | 10,540 | | | | 10,777,150 | |
AmSurg Corp., 5.625%, 7/15/22 | | | 9,090 | | | | 8,965,013 | |
Capsugel SA, 7.00%, 5/15/19(1)(2) | | | 3,795 | | | | 3,830,578 | |
Centene Corp., 4.75%, 5/15/22 | | | 4,335 | | | | 4,335,000 | |
CHS/Community Health Systems, Inc., 5.125%, 8/15/18 | | | 6,860 | | | | 7,014,350 | |
CHS/Community Health Systems, Inc., 6.875%, 2/1/22 | | | 21,770 | | | | 22,042,125 | |
CHS/Community Health Systems, Inc., 7.125%, 7/15/20 | | | 25,450 | | | | 26,213,500 | |
Concordia Healthcare Corp., 9.50%, 10/21/22(1) | | | 29,335 | | | | 28,894,975 | |
ConvaTec Finance International SA, 8.25%, 1/15/19(1)(2) | | | 20,485 | | | | 20,510,606 | |
ConvaTec Healthcare E SA, 10.50%, 12/15/18(1) | | | 19,210 | | | | 19,882,350 | |
DJO Finco, Inc./DJO Finance, LLC/DJO Finance Corp., 8.125%, 6/15/21(1) | | | 7,620 | | | | 7,581,900 | |
Endo Finance, LLC/Endo Finco, Inc., 7.25%, 12/15/20(1) | | | 4,473 | | | | 4,646,329 | |
Endo Finance, LLC/Endo Finco, Inc., 7.75%, 1/15/22(1) | | | 1,280 | | | | 1,334,400 | |
Endo Ltd./Endo Finance, LLC/Endo Finco, Inc., 6.00%, 7/15/23(1) | | | 12,030 | | | | 12,090,150 | |
Endo Ltd./Endo Finance, LLC/Endo Finco, Inc., 6.00%, 2/1/25(1) | | | 7,805 | | | | 7,805,000 | |
ExamWorks Group, Inc., 5.625%, 4/15/23 | | | 8,618 | | | | 8,995,038 | |
Fresenius Medical Care US Finance II, Inc., 5.625%, 7/31/19(1) | | | 6,375 | | | | 6,956,719 | |
Fresenius Medical Care US Finance II, Inc., 5.875%, 1/31/22(1) | | | 5,315 | | | | 5,819,925 | |
| | | | |
| | 25 | | See Notes to Financial Statements. |
Boston Income Portfolio
October 31, 2015
Portfolio of Investments — continued
| | | | | | | | |
Security | | Principal Amount (000’s omitted) | | | Value | |
| | | | | | | | |
|
Health Care (continued) | |
Grifols Worldwide Operations, Ltd., 5.25%, 4/1/22 | | $ | 6,580 | | | $ | 6,826,750 | |
HCA, Inc., 6.50%, 2/15/20 | | | 12,235 | | | | 13,718,494 | |
HCA, Inc., 7.50%, 2/15/22 | | | 10,400 | | | | 12,012,000 | |
HCA Holdings, Inc., 6.25%, 2/15/21 | | | 18,865 | | | | 20,704,337 | |
HealthSouth Corp., 5.75%, 11/1/24(1) | | | 5,670 | | | | 5,698,350 | |
HealthSouth Corp., 5.75%, 9/15/25(1) | | | 7,725 | | | | 7,686,375 | |
Hill-Rom Holdings, Inc., 5.75%, 9/1/23(1) | | | 5,830 | | | | 5,975,750 | |
Hologic, Inc., 5.25%, 7/15/22(1) | | | 14,540 | | | | 15,230,650 | |
Horizon Pharma Financing, Inc., 6.625%, 5/1/23(1) | | | 19,055 | | | | 16,577,850 | |
IMS Health, Inc., 6.00%, 11/1/20(1) | | | 9,615 | | | | 9,975,562 | |
Jaguar Holding Co. II/Pharmaceutical Product Development, LLC, 6.375%, 8/1/23(1) | | | 39,735 | | | | 39,884,006 | |
Kinetic Concepts, Inc./KCI USA, Inc., 10.50%, 11/1/18 | | | 18,765 | | | | 19,860,876 | |
Mallinckrodt International Finance S.A./Mallinckrodt CB, LLC, 4.875%, 4/15/20(1) | | | 6,180 | | | | 5,955,975 | |
Mallinckrodt International Finance S.A./Mallinckrodt CB, LLC, 5.50%, 4/15/25(1) | | | 6,195 | | | | 5,668,425 | |
Mallinckrodt International Finance S.A./Mallinckrodt CB, LLC, 5.625%, 10/15/23(1) | | | 22,380 | | | | 21,149,100 | |
MPH Acquisition Holdings, LLC, 6.625%, 4/1/22(1) | | | 31,540 | | | | 32,249,650 | |
Opal Acquisition, Inc., 8.875%, 12/15/21(1) | | | 10,160 | | | | 9,067,800 | |
Sterigenics-Nordion Holdings, LLC, 6.50%, 5/15/23(1) | | | 9,345 | | | | 9,426,769 | |
Surgical Care Affiliates, Inc., 6.00%, 4/1/23(1) | | | 10,440 | | | | 10,544,400 | |
Teleflex, Inc., 5.25%, 6/15/24 | | | 4,200 | | | | 4,315,500 | |
Tenet Healthcare Corp., 6.00%, 10/1/20 | | | 7,755 | | | | 8,414,175 | |
Tenet Healthcare Corp., 6.75%, 6/15/23 | | | 4,590 | | | | 4,607,213 | |
Tenet Healthcare Corp., 8.125%, 4/1/22 | | | 30,620 | | | | 32,533,750 | |
Valeant Pharmaceuticals International, Inc., 5.50%, 3/1/23(1) | | | 5,520 | | | | 4,664,400 | |
Valeant Pharmaceuticals International, Inc., 5.875%, 5/15/23(1) | | | 22,785 | | | | 19,253,325 | |
Valeant Pharmaceuticals International, Inc., 6.125%, 4/15/25(1) | | | 23,660 | | | | 19,963,125 | |
Valeant Pharmaceuticals International, Inc., 6.375%, 10/15/20(1) | | | 24,390 | | | | 22,011,975 | |
Valeant Pharmaceuticals International, Inc., 7.50%, 7/15/21(1) | | | 7,980 | | | | 7,256,852 | |
WellCare Health Plans, Inc., 5.75%, 11/15/20 | | | 22,140 | | | | 23,219,325 | |
| | | | | | | | |
| | | | | | $ | 666,364,992 | |
| | | | | | | | |
|
Homebuilders / Real Estate — 0.6% | |
Greystar Real Estate Partners, LLC, 8.25%, 12/1/22(1) | | $ | 9,345 | | | $ | 9,882,337 | |
TRI Pointe Holdings, Inc., 4.375%, 6/15/19 | | | 9,190 | | | | 9,178,513 | |
TRI Pointe Holdings, Inc., 5.875%, 6/15/24 | | | 11,755 | | | | 11,813,775 | |
| | | | | | | | |
| | | | | | $ | 30,874,625 | |
| | | | | | | | |
| | | | | | | | |
Security | | Principal Amount (000’s omitted) | | | Value | |
| | | | | | | | |
|
Hotels — 0.6% | |
Hilton Worldwide Finance, LLC/Hilton Worldwide Finance Corp., 5.625%, 10/15/21 | | $ | 16,325 | | | $ | 17,223,365 | |
Playa Resorts Holding B.V., 8.00%, 8/15/20(1) | | | 12,110 | | | | 12,352,200 | |
RHP Hotel Properties, L.P./RHP Finance Corp., 5.00%, 4/15/23 | | | 6,190 | | | | 6,422,125 | |
| | | | | | | | |
| | | | | | $ | 35,997,690 | |
| | | | | | | | |
|
Insurance — 1.0% | |
Hub Holdings, LLC/Hub Holdings Finance, Inc., 8.125%, 7/15/19(1)(2) | | $ | 9,155 | | | $ | 8,949,012 | |
Hub International, Ltd., 7.875%, 10/1/21(1) | | | 11,815 | | | | 11,815,000 | |
USI, Inc., 7.75%, 1/15/21(1) | | | 16,115 | | | | 16,215,719 | |
Wayne Merger Sub, LLC, 8.25%, 8/1/23(1) | | | 21,475 | | | | 21,448,156 | |
| | | | | | | | |
| | | | | | $ | 58,427,887 | |
| | | | | | | | |
|
Leisure — 0.8% | |
NCL Corp., Ltd., 5.00%, 2/15/18 | | $ | 7,600 | | | $ | 7,733,000 | |
NCL Corp., Ltd., 5.25%, 11/15/19(1) | | | 4,950 | | | | 5,113,969 | |
Royal Caribbean Cruises, Ltd., 7.25%, 6/15/16 | | | 2,185 | | | | 2,256,624 | |
Royal Caribbean Cruises, Ltd., 7.25%, 3/15/18 | | | 4,390 | | | | 4,829,000 | |
Viking Cruises, Ltd., 6.25%, 5/15/25(1) | | | 8,680 | | | | 8,571,500 | |
Viking Cruises, Ltd., 8.50%, 10/15/22(1) | | | 16,385 | | | | 17,900,613 | |
| | | | | | | | |
| | | | | | $ | 46,404,706 | |
| | | | | | | | |
|
Metals / Mining — 0.9% | |
Eldorado Gold Corp., 6.125%, 12/15/20(1) | | $ | 20,705 | | | $ | 19,385,056 | |
IAMGOLD Corp., 6.75%, 10/1/20(1) | | | 7,690 | | | | 5,844,400 | |
Imperial Metals Corp., 7.00%, 3/15/19(1) | | | 4,715 | | | | 4,597,125 | |
New Gold, Inc., 6.25%, 11/15/22(1) | | | 8,525 | | | | 7,352,812 | |
Novelis, Inc., 8.375%, 12/15/17 | | | 4,800 | | | | 4,859,400 | |
SunCoke Energy, Inc., 7.625%, 8/1/19 | | | 326 | | | | 331,950 | |
SunCoke Energy Partners, L.P./SunCoke Energy Partners Finance Corp., 7.375%, 2/1/20 | | | 10,855 | | | | 9,063,925 | |
SunCoke Energy Partners, L.P./SunCoke Energy Partners Finance Corp., 7.375%, 2/1/20(1) | | | 1,535 | | | | 1,281,725 | |
| | | | | | | | |
| | | | | | $ | 52,716,393 | |
| | | | | | | | |
|
Paper — 0.0%(9) | |
Domtar Corp., 10.75%, 6/1/17 | | $ | 1,855 | | | $ | 2,095,835 | |
| | | | | | | | |
| | | | | | $ | 2,095,835 | |
| | | | | | | | |
|
Publishing / Printing — 0.6% | |
McGraw-Hill Global Education Holdings, LLC/McGraw-Hill Global Education Finance, 9.75%, 4/1/21 | | $ | 23,545 | | | $ | 25,899,500 | |
| | | | |
| | 26 | | See Notes to Financial Statements. |
Boston Income Portfolio
October 31, 2015
Portfolio of Investments — continued
| | | | | | | | |
Security | | Principal Amount (000’s omitted) | | | Value | |
| | | | | | | | |
|
Publishing / Printing (continued) | |
MHGE Parent, LLC/MHGE Parent Finance, Inc., 8.50%, 8/1/19(1)(2) | | $ | 5,415 | | | $ | 5,530,069 | |
| | | | | | | | |
| | | | | | $ | 31,429,569 | |
| | | | | | | | |
|
Railroad — 0.2% | |
Florida East Coast Holdings Corp., 6.75%, 5/1/19(1) | | $ | 3,785 | | | $ | 3,821,904 | |
Watco Cos., LLC/Watco Finance Corp., 6.375%, 4/1/23(1) | | | 5,390 | | | | 5,416,950 | |
| | | | | | | | |
| | | | | | $ | 9,238,854 | |
| | | | | | | | |
|
Restaurants — 1.4% | |
1011778 B.C. ULC/New Red Finance, Inc., 4.625%, 1/15/22(1) | | $ | 17,095 | | | $ | 17,394,163 | |
1011778 B.C. ULC/New Red Finance, Inc., 6.00%, 4/1/22(1) | | | 26,595 | | | | 27,871,560 | |
NPC International, Inc., 10.50%, 1/15/20 | | | 21,695 | | | | 22,942,462 | |
Yum! Brands, Inc., 3.75%, 11/1/21 | | | 4,335 | | | | 4,092,084 | |
Yum! Brands, Inc., 3.875%, 11/1/23 | | | 1,170 | | | | 1,059,127 | |
Yum! Brands, Inc., 5.30%, 9/15/19 | | | 2,623 | | | | 2,740,962 | |
| | | | | | | | |
| | | | | | $ | 76,100,358 | |
| | | | | | | | |
|
Services — 5.2% | |
Acosta, Inc., 7.75%, 10/1/22(1) | | $ | 27,315 | | | $ | 26,495,550 | |
Audatex North America, Inc., 6.00%, 6/15/21(1) | | | 17,830 | | | | 18,021,851 | |
Audatex North America, Inc., 6.125%, 11/1/23(1) | | | 8,000 | | | | 8,080,000 | |
BlueLine Rental Finance Corp., 7.00%, 2/1/19(1) | | | 11,115 | | | | 11,309,512 | |
Carlson Travel Holdings, Inc., 7.50%, 8/15/19(1)(2) | | | 8,105 | | | | 8,165,788 | |
Carlson Wagonlit B.V., 6.875%, 6/15/19(1) | | | 22,925 | | | | 24,099,906 | |
CEB, Inc., 5.625%, 6/15/23(1) | | | 3,690 | | | | 3,759,188 | |
Emdeon, Inc., 6.00%, 2/15/21(1) | | | 6,105 | | | | 6,005,794 | |
FTI Consulting, Inc., 6.00%, 11/15/22 | | | 8,505 | | | | 9,047,194 | |
Hertz Corp. (The), 6.25%, 10/15/22 | | | 4,780 | | | | 4,947,300 | |
IHS, Inc., 5.00%, 11/1/22 | | | 9,300 | | | | 9,427,875 | |
Laureate Education, Inc., 10.00%, 9/1/19(1) | | | 72,575 | | | | 57,969,281 | |
Reliance Intermediate Holdings, L.P., 6.50%, 4/1/23(1) | | | 26,505 | | | | 27,300,150 | |
Sabre GLBL, Inc., 5.375%, 4/15/23(1) | | | 4,325 | | | | 4,411,500 | |
ServiceMaster Co., LLC (The), 7.45%, 8/15/27 | | | 9,685 | | | | 9,951,337 | |
TMS International Corp., 7.625%, 10/15/21(1) | | | 8,380 | | | | 7,709,600 | |
United Rentals North America, Inc., 6.125%, 6/15/23 | | | 7,630 | | | | 8,000,055 | |
United Rentals North America, Inc., 7.375%, 5/15/20 | | | 18,280 | | | | 19,491,050 | |
United Rentals North America, Inc., 7.625%, 4/15/22 | | | 16,030 | | | | 17,474,463 | |
United Rentals North America, Inc., 8.25%, 2/1/21 | | | 552 | | | | 583,740 | |
Vander Intermediate Holding II Corp., 9.75%, 2/1/19(1)(2) | | | 9,950 | | | | 8,656,500 | |
| | | | | | | | |
| | | | | | $ | 290,907,634 | |
| | | | | | | | |
| | | | | | | | |
Security | | Principal Amount (000’s omitted) | | | Value | |
| | | | | | | | |
|
Steel — 0.2% | |
ArcelorMittal, 7.00%, 2/25/22 | | $ | 3,775 | | | $ | 3,605,125 | |
JMC Steel Group, Inc., 8.25%, 3/15/18(1) | | | 13,584 | | | | 9,305,040 | |
| | | | | | | | |
| | | | | | $ | 12,910,165 | |
| | | | | | | | |
|
Super Retail — 4.5% | |
Argos Merger Sub, Inc., 7.125%, 3/15/23(1) | | $ | 24,930 | | | $ | 26,301,150 | |
Chinos Intermediate Holdings A, Inc., 7.75%, 5/1/19(1)(2) | | | 7,495 | | | | 2,585,775 | |
Dollar Tree, Inc., 5.25%, 3/1/20(1) | | | 9,275 | | | | 9,715,563 | |
Dollar Tree, Inc., 5.75%, 3/1/23(1) | | | 32,155 | | | | 34,044,106 | |
Hot Topic, Inc., 9.25%, 6/15/21(1) | | | 24,505 | | | | 23,769,850 | |
L Brands, Inc., 6.625%, 4/1/21 | | | 21,680 | | | | 24,661,000 | |
L Brands, Inc., 6.875%, 11/1/35(1) | | | 17,520 | | | | 18,330,300 | |
L Brands, Inc., 8.50%, 6/15/19 | | | 12,810 | | | | 15,179,850 | |
Levi Strauss & Co., 6.875%, 5/1/22 | | | 10,830 | | | | 11,926,537 | |
Michaels Stores, Inc., 5.875%, 12/15/20(1) | | | 6,650 | | | | 7,049,000 | |
Murphy Oil USA, Inc., 6.00%, 8/15/23 | | | 6,605 | | | | 7,001,300 | |
Party City Holdings, Inc., 6.125%, 8/15/23(1) | | | 16,510 | | | | 17,087,850 | |
Petco Animal Supplies, Inc., 9.25%, 12/1/18(1) | | | 10,965 | | | | 11,307,656 | |
Petco Holdings, Inc., 8.50%, 10/15/17(1)(2) | | | 15,360 | | | | 15,667,200 | |
PVH Corp., 7.75%, 11/15/23 | | | 13,090 | | | | 15,413,475 | |
rue21, Inc., 9.00%, 10/15/21(1) | | | 9,420 | | | | 7,865,700 | |
Sally Holdings, LLC/Sally Capital, Inc., 5.75%, 6/1/22 | | | 4,245 | | | | 4,499,700 | |
| | | | | | | | |
| | | | | | $ | 252,406,012 | |
| | | | | | | | |
|
Technology — 6.7% | |
Alcatel-Lucent USA, Inc., 4.625%, 7/1/17(1) | | $ | 5,685 | | | $ | 5,869,762 | |
Alcatel-Lucent USA, Inc., 6.75%, 11/15/20(1) | | | 10,240 | | | | 10,918,400 | |
Alcatel-Lucent USA, Inc., 8.875%, 1/1/20(1) | | | 34,330 | | | | 37,248,050 | |
Avaya, Inc., 9.00%, 4/1/19(1) | | | 11,110 | | | | 9,110,200 | |
Avaya, Inc., 10.50%, 3/1/21(1) | | | 12,486 | | | | 4,900,750 | |
CommScope Holding Co., Inc., 6.625%, 6/1/20(1)(2) | | | 8,145 | | | | 8,501,344 | |
CommScope Technologies Finance, LLC, 6.00%, 6/15/25(1) | | | 20,950 | | | | 21,316,625 | |
CommScope, Inc., 4.375%, 6/15/20(1) | | | 4,315 | | | | 4,412,088 | |
First Data Corp., 5.375%, 8/15/23(1) | | | 15,405 | | | | 15,886,406 | |
First Data Corp., 6.75%, 11/1/20(1) | | | 9,464 | | | | 9,996,350 | |
First Data Corp., 7.00%, 12/1/23(1)(10) | | | 40,970 | | | | 41,891,825 | |
First Data Corp., 10.625%, 6/15/21 | | | 7,039 | | | | 7,874,881 | |
First Data Corp., 11.25%, 1/15/21 | | | 9,513 | | | | 10,537,550 | |
First Data Corp., 11.75%, 8/15/21 | | | 9,484 | | | | 10,834,899 | |
Freescale Semiconductor, Inc., 6.00%, 1/15/22(1) | | | 14,270 | | | | 15,233,225 | |
Infor (US), Inc., 5.75%, 8/15/20(1) | | | 7,875 | | | | 8,052,187 | |
Infor (US), Inc., 6.50%, 5/15/22(1) | | | 14,365 | | | | 13,646,750 | |
| | | | |
| | 27 | | See Notes to Financial Statements. |
Boston Income Portfolio
October 31, 2015
Portfolio of Investments — continued
| | | | | | | | |
Security | | Principal Amount (000’s omitted) | | | Value | |
| | | | | | | | |
|
Technology (continued) | |
Infor Software Parent, LLC/Infor Software Parent, Inc., 7.125%, 5/1/21(1)(2) | | $ | 10,980 | | | $ | 9,545,683 | |
Italics Merger Sub, Inc., 7.125%, 7/15/23(1) | | | 11,620 | | | | 11,555,974 | |
Micron Technology, Inc., 5.25%, 8/1/23(1) | | | 10,070 | | | | 9,863,464 | |
Micron Technology, Inc., 5.50%, 2/1/25 | | | 2,090 | | | | 1,995,950 | |
Micron Technology, Inc., 5.625%, 1/15/26(1) | | | 6,230 | | | | 5,871,775 | |
MSCI, Inc., 5.75%, 8/15/25(1) | | | 5,390 | | | | 5,697,230 | |
Nuance Communications, Inc., 5.375%, 8/15/20(1) | | | 14,265 | | | | 14,621,625 | |
NXP B.V./NXP Funding, LLC, 5.75%, 2/15/21(1) | | | 4,505 | | | | 4,724,619 | |
Plantronics, Inc., 5.50%, 5/31/23(1) | | | 12,395 | | | | 12,642,900 | |
SS&C Technologies Holdings, Inc., 5.875%, 7/15/23(1) | | | 12,970 | | | | 13,650,925 | |
SunGard Availability Services Capital, Inc., 8.75%, 4/1/22(1) | | | 12,465 | | | | 7,852,950 | |
SunGard Data Systems, Inc., 7.625%, 11/15/20 | | | 6,500 | | | | 6,801,275 | |
Zebra Technologies Corp., 7.25%, 10/15/22 | | | 30,495 | | | | 33,277,669 | |
| | | | | | | | |
| | | | | | $ | 374,333,331 | |
| | | | | | | | |
|
Telecommunications — 6.4% | |
CenturyLink, Inc., 6.75%, 12/1/23 | | $ | 11,330 | | | $ | 11,287,512 | |
Communications Sales & Leasing, Inc./CSL Capital LLC, 8.25%, 10/15/23 | | | 2,480 | | | | 2,305,160 | |
Digicel, Ltd., 6.00%, 4/15/21(1) | | | 8,990 | | | | 8,135,950 | |
Digicel, Ltd., 6.75%, 3/1/23(1) | | | 11,460 | | | | 10,371,300 | |
Frontier Communications Corp., 6.25%, 9/15/21 | | | 8,095 | | | | 7,269,310 | |
Frontier Communications Corp., 6.875%, 1/15/25 | | | 9,340 | | | | 8,105,691 | |
Frontier Communications Corp., 7.625%, 4/15/24 | | | 2,695 | | | | 2,425,500 | |
Frontier Communications Corp., 10.50%, 9/15/22(1) | | | 11,165 | | | | 11,611,600 | |
Frontier Communications Corp., 11.00%, 9/15/25(1) | | | 21,905 | | | | 23,013,831 | |
Hughes Satellite Systems Corp., 6.50%, 6/15/19 | | | 11,723 | | | | 12,948,053 | |
Intelsat Jackson Holdings SA, 7.25%, 10/15/20 | | | 10,440 | | | | 9,552,600 | |
Intelsat Jackson Holdings SA, 7.50%, 4/1/21 | | | 1,850 | | | | 1,678,875 | |
Intelsat Luxembourg SA, 7.75%, 6/1/21 | | | 15,510 | | | | 9,228,450 | |
Intelsat Luxembourg SA, 8.125%, 6/1/23 | | | 16,365 | | | | 9,778,088 | |
Level 3 Financing, Inc., 5.375%, 1/15/24(1)(10) | | | 6,180 | | | | 6,272,700 | |
SBA Telecommunications, Inc., 5.75%, 7/15/20 | | | 8,665 | | | | 9,076,588 | |
Sprint Capital Corp., 8.75%, 3/15/32 | | | 5,050 | | | | 4,557,625 | |
Sprint Communications, Inc., 6.00%, 11/15/22 | | | 1,245 | | | | 1,066,953 | |
Sprint Communications, Inc., 7.00%, 8/15/20 | | | 17,935 | | | | 16,679,550 | |
Sprint Communications, Inc., 9.00%, 11/15/18(1) | | | 28,115 | | | | 30,979,075 | |
Sprint Communications, Inc., 9.125%, 3/1/17 | | | 5,150 | | | | 5,368,875 | |
Sprint Communications, Inc., 9.25%, 4/15/22 | | | 2,000 | | | | 2,070,000 | |
Sprint Corp., 7.25%, 9/15/21 | | | 18,505 | | | | 17,047,731 | |
Sprint Corp., 7.625%, 2/15/25 | | | 16,885 | | | | 15,027,650 | |
Sprint Corp., 7.875%, 9/15/23 | | | 28,650 | | | | 26,501,250 | |
T-Mobile USA, Inc., 6.25%, 4/1/21 | | | 4,980 | | | | 5,153,802 | |
| | | | | | | | |
Security | | Principal Amount (000’s omitted) | | | Value | |
| | | | | | | | |
|
Telecommunications (continued) | |
T-Mobile USA, Inc., 6.375%, 3/1/25 | | $ | 4,120 | | | $ | 4,150,900 | |
T-Mobile USA, Inc., 6.464%, 4/28/19 | | | 9,910 | | | | 10,219,688 | |
T-Mobile USA, Inc., 6.625%, 4/1/23 | | | 6,760 | | | | 6,918,454 | |
T-Mobile USA, Inc., 6.633%, 4/28/21 | | | 7,860 | | | | 8,154,750 | |
T-Mobile USA, Inc., 6.731%, 4/28/22 | | | 2,795 | | | | 2,892,825 | |
Wind Acquisition Finance SA, 4.75%, 7/15/20(1) | | | 19,610 | | | | 20,100,250 | |
Wind Acquisition Finance SA, 7.375%, 4/23/21(1) | | | 12,970 | | | | 13,099,700 | |
Windstream Services, LLC, 7.75%, 10/1/21 | | | 15,555 | | | | 13,489,140 | |
Zayo Group, LLC/Zayo Capital, Inc., 6.00%, 4/1/23(1) | | | 10,215 | | | | 10,439,730 | |
| | | | | | | | |
| | | | | | $ | 356,979,156 | |
| | | | | | | | |
|
Transportation Ex Air / Rail — 1.1% | |
CEVA Group, PLC, 7.00%, 3/1/21(1) | | $ | 2,540 | | | $ | 2,308,225 | |
CEVA Group, PLC, 9.00%, 9/1/21(1) | | | 9,200 | | | | 7,912,000 | |
XPO Logistics, Inc., 6.50%, 6/15/22(1) | | | 18,150 | | | | 16,266,937 | |
XPO Logistics, Inc., 7.875%, 9/1/19(1) | | | 36,979 | | | | 37,348,790 | |
| | | | | | | | |
| | | | | | $ | 63,835,952 | |
| | | | | | | | |
|
Utilities — 1.6% | |
AES Corp. (The), 5.50%, 3/15/24 | | $ | 4,035 | | | $ | 3,833,250 | |
Calpine Corp., 5.375%, 1/15/23 | | | 10,255 | | | | 9,819,162 | |
Calpine Corp., 5.75%, 1/15/25 | | | 3,295 | | | | 3,134,369 | |
Dynegy, Inc., 6.75%, 11/1/19 | | | 15,645 | | | | 15,684,112 | |
Dynegy, Inc., 7.375%, 11/1/22 | | | 12,470 | | | | 12,608,168 | |
Dynegy, Inc., 7.625%, 11/1/24 | | | 10,620 | | | | 10,699,650 | |
NRG Energy, Inc., 7.875%, 5/15/21 | | | 11,765 | | | | 11,765,000 | |
NRG Energy, Inc., 8.25%, 9/1/20 | | | 6,695 | | | | 6,895,850 | |
TerraForm Global Operating, LLC, 9.75%, 8/15/22(1) | | | 5,690 | | | | 5,121,000 | |
TerraForm Power Operating, LLC, 5.875%, 2/1/23(1) | | | 4,545 | | | | 4,215,488 | |
TerraForm Power Operating, LLC, 6.125%, 6/15/25(1) | | | 4,530 | | | | 4,088,325 | |
| | | | | | | | |
| | | | | | $ | 87,864,374 | |
| | | | | | | | |
| | |
Total Corporate Bonds & Notes (identified cost $4,804,660,738) | | | | | | $ | 4,732,054,915 | |
| | | | | | | | |
|
Senior Floating-Rate Loans — 4.9%(11) | |
| | |
| | | | | | | | |
Borrower/Tranche Description | | Principal Amount (000’s omitted) | | | Value | |
| | | | | | | | |
|
Chemicals — 0.0%(9) | |
Univar, Inc., Term Loan, 4.25%, Maturing 7/1/22 | | $ | 2,565 | | | $ | 2,528,357 | |
| | | | | | | | |
| | | | | | $ | 2,528,357 | |
| | | | | | | | |
| | | | |
| | 28 | | See Notes to Financial Statements. |
Boston Income Portfolio
October 31, 2015
Portfolio of Investments — continued
| | | | | | | | |
Borrower/Tranche Description | | Principal Amount (000’s omitted) | | | Value | |
| | | | | | | | |
|
Diversified Media — 0.2% | |
WMG Acquisition Corp., Term Loan, 3.75%, Maturing 7/1/20 | | $ | 9,408 | | | $ | 9,172,800 | |
| | | | | | | | |
| | | | | | $ | 9,172,800 | |
| | | | | | | | |
|
Energy — 0.2% | |
EP Energy, LLC, Term Loan, 3.50%, Maturing 5/24/18 | | $ | 11,667 | | | $ | 10,551,042 | |
| | | | | | | | |
| | | | | | $ | 10,551,042 | |
| | | | | | | | |
|
Food & Drug Retail — 0.1% | |
Rite Aid Corporation, Term Loan - Second Lien, 5.75%, Maturing 8/21/20 | | $ | 6,500 | | | $ | 6,565,000 | |
| | | | | | | | |
| | | | | | $ | 6,565,000 | |
| | | | | | | | |
|
Gaming — 0.2% | |
Station Casinos, LLC, Term Loan, 4.25%, Maturing 3/2/20 | | $ | 10,212 | | | $ | 10,224,595 | |
| | | | | | | | |
| | | | | | $ | 10,224,595 | |
| | | | | | | | |
|
Hotels — 0.1% | |
Hilton Worldwide Finance, LLC, Term Loan, 3.50%, Maturing 10/26/20 | | $ | 7,005 | | | $ | 7,026,978 | |
| | | | | | | | |
| | | | | | $ | 7,026,978 | |
| | | | | | | | |
|
Metals / Mining — 0.1% | |
FMG Resources (August 2006) Pty. Ltd., Term Loan, 4.25%, Maturing 6/30/19 | | $ | 8,869 | | | $ | 7,536,246 | |
| | | | | | | | |
| | | | | | $ | 7,536,246 | |
| | | | | | | | |
|
Publishing / Printing — 0.3% | |
Cengage Learning Acquisitions, Inc., Term Loan, 7.00%, Maturing 3/31/20 | | $ | 7,503 | | | $ | 7,470,641 | |
McGraw-Hill Global Education Holdings, LLC, Term Loan, 4.75%, Maturing 3/22/19 | | | 9,397 | | | | 9,423,659 | |
| | | | | | | | |
| | | | | | $ | 16,894,300 | |
| | | | | | | | |
|
Services — 1.0% | |
Advantage Sales & Marketing, Inc., Term Loan - Second Lien, 7.50%, Maturing 7/25/22 | | $ | 19,575 | | | $ | 18,265,922 | |
AlixPartners, LLP, Term Loan, 4.50%, Maturing 7/28/22 | | | 14,480 | | | | 14,481,810 | |
Brickman Group Ltd., LLC, Term Loan - Second Lien, 7.50%, Maturing 12/17/21 | | | 12,846 | | | | 12,171,515 | |
Laureate Education, Inc., Term Loan, 5.00%, Maturing 6/15/18 | | | 3,919 | | | | 3,384,729 | |
| | | | | | | | |
Borrower/Tranche Description | | Principal Amount (000’s omitted) | | | Value | |
| | | | | | | | |
|
Services (continued) | |
ServiceMaster Company, Term Loan, Maturing 7/1/21(12) | | $ | 8,650 | | | $ | 8,662,975 | |
| | | | | | | | |
| | | | | | $ | 56,966,951 | |
| | | | | | | | |
|
Super Retail — 1.3% | |
Albertsons, LLC, Term Loan, 5.50%, Maturing 8/25/21 | | $ | 15,784 | | | $ | 15,804,287 | |
National Vision, Inc., Term Loan, 4.00%, Maturing 3/12/21 | | | 20,094 | | | | 19,302,799 | |
National Vision, Inc., Term Loan - Second Lien, 6.75%, Maturing 3/11/22 | | | 10,000 | | | | 9,831,250 | |
PetSmart, Inc., Term Loan, 4.25%, Maturing 3/11/22 | | | 12,479 | | | | 12,491,949 | |
rue21, Inc., Term Loan, 5.625%, Maturing 10/9/20 | | | 16,107 | | | | 14,093,625 | |
| | | | | | | | |
| | | | | | $ | 71,523,910 | |
| | | | | | | | |
|
Technology — 0.1% | |
SkillSoft Corporation, Term Loan - Second Lien, 9.25%, Maturing 4/28/22 | | $ | 8,895 | | | $ | 6,923,272 | |
| | | | | | | | |
| | | | | | $ | 6,923,272 | |
| | | | | | | | |
|
Telecommunications — 0.8% | |
Asurion, LLC, Term Loan, 5.00%, Maturing 5/24/19 | | $ | 12,114 | | | $ | 11,595,783 | |
Asurion, LLC, Term Loan - Second Lien, 8.50%, Maturing 3/3/21 | | | 34,250 | | | | 30,979,125 | |
| | | | | | | | |
| | | | | | $ | 42,574,908 | |
| | | | | | | | |
|
Transportation Ex Air / Rail — 0.1% | |
CEVA Group PLC, Term Loan, 6.50%, Maturing 3/19/21 | | $ | 2,451 | | | $ | 2,165,254 | |
CEVA Intercompany B.V., Term Loan, 6.50%, Maturing 3/19/21 | | | 1,912 | | | | 1,689,305 | |
CEVA Logistics Canada, ULC, Term Loan, 6.50%, Maturing 3/19/21 | | | 330 | | | | 291,259 | |
CEVA Logistics US Holdings, Inc., Term Loan, 6.50%, Maturing 3/19/21 | | | 2,638 | | | | 2,330,076 | |
| | | | | | | | |
| | | | | | $ | 6,475,894 | |
| | | | | | | | |
|
Utilities — 0.4% | |
Energy Future Intermediate Holding Co., LLC, DIP Loan, 4.25%, Maturing 6/19/16 | | $ | 17,456 | | | $ | 17,466,970 | |
Texas Competitive Electric Holdings Company, LLC, DIP Loan, 3.75%, Maturing 11/7/16 | | | 4,684 | | | | 4,689,283 | |
| | | | | | | | |
| | | | | | $ | 22,156,253 | |
| | | | | | | | |
| | |
Total Senior Floating-Rate Loans (identified cost $289,289,549) | | | | | | $ | 277,120,506 | |
| | | | | | | | |
| | | | |
| | 29 | | See Notes to Financial Statements. |
Boston Income Portfolio
October 31, 2015
Portfolio of Investments — continued
| | | | | | | | |
Convertible Bonds — 0.8% | |
| | |
| | | | | | | | |
Security | | Principal Amount (000’s omitted) | | | Value | |
| | | | | | | | |
|
Energy — 0.0%(9) | |
Ascent Resources - Utica, LLC, 3.50%, 3/1/21(1)(2) | | $ | 15,741 | | | $ | 1,666,156 | |
| | | | | | | | |
| | | | | | $ | 1,666,156 | |
| | | | | | | | |
|
Health Care — 0.5% | |
Hologic, Inc., 0.00%, 12/15/43 | | $ | 19,505 | | | $ | 24,807,922 | |
| | | | | | | | |
| | | | | | $ | 24,807,922 | |
| | | | | | | | |
|
Utilities — 0.3% | |
NRG Yield, Inc., 3.25%, 6/1/20(1) | | $ | 10,265 | | | $ | 9,123,019 | |
NRG Yield, Inc., 3.50%, 2/1/19(1) | | | 9,175 | | | | 8,613,031 | |
| | | | | | | | |
| | | | | | $ | 17,736,050 | |
| | | | | | | | |
| | |
Total Convertible Bonds (identified cost $56,998,476) | | | | | | $ | 44,210,128 | |
| | | | | | | | |
|
Commercial Mortgage-Backed Securities — 0.2% | |
| | |
| | | | | | | | |
Security | | Principal Amount (000’s omitted) | | | Value | |
| | | | | | | | |
Hilton USA Trust Series 2013-HLT, Class EFX, 4.453%, 11/5/30(1)(13) | | $ | 5,515 | | | $ | 5,569,624 | |
Motel 6 Trust Series 2015-MTL6, Class E, 5.279%, 2/5/30(1) | | | 4,071 | | | | 4,003,557 | |
| | | | | | | | |
| | | | | | $ | 9,573,181 | |
| | | | | | | | |
| | |
Total Commercial Mortgage-Backed Securities (identified cost $9,529,317) | | | | | | $ | 9,573,181 | |
| | | | | | | | |
| | |
Common Stocks — 0.2% | | | | | | | | |
| | |
| | | | | | | | |
Security | | Shares | | | Value | |
| | | | | | | | |
|
Building Materials — 0.1% | |
Panolam Holdings Co.(5)(7)(14) | | | 6,997 | | | $ | 6,087,600 | |
| | | | | | | | |
| | | | | | $ | 6,087,600 | |
| | | | | | | | |
|
Consumer Products — 0.0%(9) | |
HF Holdings, Inc.(5)(7)(14) | | | 3,400 | | | $ | 55,658 | |
| | | | | | | | |
| | | | | | $ | 55,658 | |
| | | | | | | | |
| | | | | | | | |
Security | | Shares | | | Value | |
| | | | | | | | |
|
Energy — 0.1% | |
Seven Generations Energy, Ltd., Class A(14) | | | 270,455 | | | $ | 2,881,185 | |
| | | | | | | | |
| | | | | | $ | 2,881,185 | |
| | | | | | | | |
|
Gaming — 0.0%(9) | |
New Cotai Participation Corp., Class B(5)(7)(14) | | | 36 | | | $ | 524,268 | |
| | | | | | | | |
| | | | | | $ | 524,268 | |
| | | | | | | | |
| | |
Total Common Stocks (identified cost $9,486,727) | | | | | | $ | 9,548,711 | |
| | | | | | | | |
|
Convertible Preferred Stocks — 0.6% | |
| | |
| | | | | | | | |
Security | | Shares | | | Value | |
| | | | | | | | |
|
Energy — 0.1% | |
Chesapeake Energy Corp., 4.50% | | | 52,348 | | | $ | 2,983,313 | |
Chesapeake Energy Corp., 5.75% | | | 2,751 | | | | 1,028,186 | |
| | | | | | | | |
| | | | | | $ | 4,011,499 | |
| | | | | | | | |
|
Health Care — 0.5% | |
Alere, Inc., 3.00% | | | 95,349 | | | $ | 30,678,541 | |
| | | | | | | | |
| | | | | | $ | 30,678,541 | |
| | | | | | | | |
| | |
Total Convertible Preferred Stocks (identified cost $32,051,373) | | | | | | $ | 34,690,040 | |
| | | | | | | | |
| | |
Miscellaneous — 0.4% | | | | | | | | |
| | |
| | | | | | | | |
Security | | Principal Amount/ Shares | | | Value | |
| | | | | | | | |
|
Cable / Satellite TV — 0.0%(9) | |
Adelphia, Inc., Escrow Certificate(14) | | | 10,260,000 | | | $ | 64,125 | |
Adelphia, Inc., Escrow Certificate(14) | | | 5,085,000 | | | | 31,781 | |
| | | | | | | | |
| | | | | | $ | 95,906 | |
| | | | | | | | |
|
Energy — 0.0% | |
SemGroup Corp., Escrow Certificate(5)(14) | | | 10,225,000 | | | $ | 0 | |
| | | | | | | | |
| | | | | | $ | 0 | |
| | | | | | | | |
|
Gaming — 0.4% | |
Buffalo Thunder Development Authority, Residual Claim Certificates, Expires 11/15/29(1)(14) | | $ | 2,354,459 | | | $ | 23,544 | |
PGP Investors, LLC, Membership Interests(5)(7)(14) | | | 38,571 | | | | 17,533,801 | |
| | | | |
| | 30 | | See Notes to Financial Statements. |
Boston Income Portfolio
October 31, 2015
Portfolio of Investments — continued
| | | | | | | | |
Security | | Principal Amount/ Shares | | | Value | |
| | | | | | | | |
|
Gaming (continued) | |
Twin River Worldwide Holdings, Inc., Contingent Value Rights, Expires 11/5/17(7)(14) | | $ | 8,520 | | | $ | 4,828,000 | |
| | | | | | | | |
| | | | | | $ | 22,385,345 | |
| | | | | | | | |
|
Utilities — 0.0%(9) | |
EME Reorganization Trust | | | 9,902,937 | | | $ | 49,515 | |
| | | | | | | | |
| | | | | | $ | 49,515 | |
| | | | | | | | |
| | |
Total Miscellaneous (identified cost $15,283,904) | | | | | | $ | 22,530,766 | |
| | | | | | | | |
|
Warrants — 0.0% | |
|
| |
Security | | Shares | | | Value | |
| | | | | | | | |
|
Food / Beverage / Tobacco — 0.0% | |
ASG Consolidated, LLC/ASG Finance, Inc., Expires 5/15/18(5)(14) | | | 5,575 | | | $ | 0 | |
| | | | | | | | |
| | | | | | $ | 0 | |
| | | | | | | | |
| | |
Total Warrants (identified cost $0) | | | | | | $ | 0 | |
| | | | | | | | |
|
Short-Term Investments — 7.7% | |
| | |
| | | | | | | | |
Description | | Interest (000’s omitted) | | | Value | |
| | | | | | | | |
Eaton Vance Cash Reserves Fund, LLC, 0.20%(15) | | $ | 430,795 | | | $ | 430,795,301 | |
| | | | | | | | |
| | |
Total Short-Term Investments (identified cost $430,795,301) | | | | | | $ | 430,795,301 | |
| | | | | | | | |
| | |
Total Investments — 99.2% (identified cost $5,648,095,385) | | | | | | $ | 5,560,523,548 | |
| | | | | | | | |
| | |
Other Assets, Less Liabilities — 0.8% | | | | | | $ | 44,747,840 | |
| | | | | | | | |
| | |
Net Assets — 100.0% | | | | | | $ | 5,605,271,388 | |
| | | | | | | | |
The percentage shown for each investment category in the Portfolio of Investments is based on net assets.
| (1) | Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933. These securities may be sold in certain transactions (normally to qualified institutional buyers) and remain exempt from registration. At October 31, 2015, the aggregate value of these securities is $2,620,686,438 or 46.8% of the Portfolio’s net assets. |
| (2) | Represents a payment-in-kind security which may pay interest in additional principal at the issuer’s discretion. The interest rate paid in additional principal is generally higher than the indicated cash rate. |
| (3) | Security converts to floating rate after the indicated fixed-rate coupon period. |
| (4) | Variable rate security. The stated interest rate represents the rate in effect at October 31, 2015. |
| (5) | For fair value measurement disclosure purposes, security is categorized as Level 3 (see Note 9). |
| (6) | Multi-step coupon bond. Interest rate represents the rate in effect at October 31, 2015. |
| (7) | Restricted security (see Note 5). |
| (8) | Currently the issuer is in default with respect to interest payments or has filed for bankruptcy. For a variable rate security, interest rate has been adjusted to reflect non-accrual status. |
| (9) | Amount is less than 0.05%. |
(10) | When-issued security/delayed delivery security. |
(11) | Senior floating-rate loans (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 typically have an expected average life of approximately two to four years. The stated interest rate represents the weighted average interest rate of all contracts within the senior loan facility and includes commitment fees on unfunded loan commitments, if any. Senior Loans typically have rates of interest which are redetermined either daily, monthly, quarterly or semi-annually by reference to a base lending rate, plus a premium. These base lending rates are primarily the London Interbank Offered Rate (“LIBOR”) and secondarily, the prime rate offered by one or more major United States banks (the “Prime Rate”) and the certificate of deposit (“CD”) rate or other base lending rates used by commercial lenders. |
(12) | This Senior Loan will settle after October 31, 2015, at which time the interest rate will be determined. |
(13) | Weighted average fixed-rate coupon that changes/updates monthly. Rate shown is the rate at October 31, 2015. |
(14) | Non-income producing security. |
(15) | 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, 2015. |
| | | | |
| | 31 | | See Notes to Financial Statements. |
Boston Income Portfolio
October 31, 2015
Portfolio of Investments — continued
| | | | | | | | | | | | | | | | | | | | | | | | |
Forward Foreign Currency Exchange Contracts | |
Currency Purchased | | | Currency Sold | | | Counterparty | | Settlement Date | | | Unrealized Appreciation | | | Unrealized (Depreciation) | |
| | | | | | | |
USD | | | 2,631,719 | | | CAD | | | 3,460,000 | | | State Street Bank and Trust Company | | | 1/29/16 | | | $ | — | | | $ | (13,233 | ) |
| | | | | | | |
| | | | | | | | | | | | | | | | | | $ | — | | | $ | (13,233 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Credit Default Swaps — Sell Protection | |
Counterparty | | Reference Entity | | Credit Rating* | | | Notional Amount** (000’s omitted) | | Receive Annual Fixed Rate | | Termination Date | | | Market Value | | | Unamortized Upfront Payments Received (Paid) | | | Net Unrealized Appreciation | |
| | | | | | | | |
Bank of America, N.A. | | Ford Motor Co. | | | Baa3/BBB- | | | $ 5,000 | | 5.00%(1) | | | 3/20/17 | | | $ | 356,940 | | | $ | (42,735 | ) | | $ | 314,205 | |
Credit Suisse International | | Ford Motor Co. | | | Baa3/BBB- | | | 4,000 | | 5.00(1) | | | 12/20/16 | | | | 242,373 | | | | (1,833 | ) | | | 240,540 | |
Deutsche Bank AG | | Ford Motor Co. | | | Baa3/BBB- | | | 3,900 | | 5.00(1) | | | 9/20/16 | | | | 190,697 | | | | (54,545 | ) | | | 136,152 | |
Deutsche Bank AG | | Ford Motor Co. | | | Baa3/BBB- | | | 3,900 | | 5.00(1) | | | 9/20/16 | | | | 190,697 | | | | (30,477 | ) | | | 160,220 | |
Deutsche Bank AG | | Ford Motor Co. | | | Baa3/BBB- | | | 7,900 | | 5.00(1) | | | 12/20/16 | | | | 478,688 | | | | (90,873 | ) | | | 387,815 | |
Goldman Sachs International | | Ford Motor Co. | | | Baa3/BBB- | | | 3,900 | | 5.00(1) | | | 9/20/16 | | | | 190,697 | | | | (35,297 | ) | | | 155,400 | |
Goldman Sachs International | | Ford Motor Co. | | | Baa3/BBB- | | | 7,900 | | 5.00(1) | | | 12/20/16 | | | | 478,687 | | | | (67,317 | ) | | | 411,370 | |
| | | | | | | | |
Total | | | | | | | | $36,500 | | | | | | | | $ | 2,128,779 | | | $ | (323,077 | ) | | $ | 1,805,702 | |
* | Credit ratings are those of Moody’s Investors Service, Inc. and Standard & Poor’s Corp. The credit rating of the reference debt obligation (together with the unrealized appreciation or depreciation on the swap) are a representative measure of the current payment/performance risk of the credit default swap. A lower credit rating increases the probability of the occurrence of a credit event. |
** | If the Portfolio is the seller of credit protection, the notional amount is the maximum potential amount of future payments the Portfolio could be required to make if a credit event, as defined in the credit default swap agreement, were to occur. At October 31, 2015, such maximum potential amount for all open credit default swaps in which the Portfolio is the seller was $36,500,000. |
(1) | Upfront payment is exchanged with the counterparty as a result of the standardized trading coupon. |
Abbreviations:
| | | | |
DIP | | – | | Debtor In Possession |
Currency Abbreviations:
| | | | |
CAD | | – | | Canadian Dollar |
USD | | – | | United States Dollar |
| | | | |
| | 32 | | See Notes to Financial Statements. |
Boston Income Portfolio
October 31, 2015
Statement of Assets and Liabilities
| | | | |
Assets | | October 31, 2015 | |
Unaffiliated investments, at value (identified cost, $5,217,300,084) | | $ | 5,129,728,247 | |
Affiliated investment, at value (identified cost, $430,795,301) | | | 430,795,301 | |
Cash | | | 1,267,946 | |
Restricted cash* | | | 2,070,000 | |
Foreign currency, at value (identified cost, $47) | | | 47 | |
Interest and dividends receivable | | | 88,371,547 | |
Interest receivable from affiliated investment | | | 79,087 | |
Receivable for investments sold | | | 23,664,553 | |
Receivable for open swap contracts | | | 1,805,702 | |
Premium paid on open swap contracts | | | 323,077 | |
Total assets | | $ | 5,678,105,507 | |
| |
Liabilities | | | | |
Cash collateral due to brokers | | $ | 2,070,000 | |
Payable for investments purchased | | | 20,632,372 | |
Payable for when-issued/delayed delivery securities | | | 47,150,000 | |
Payable for open forward foreign currency exchange contracts | | | 13,233 | |
Payable to affiliates: | | | | |
Investment adviser fee | | | 2,699,159 | |
Trustees’ fees | | | 5,667 | |
Accrued expenses | | | 263,688 | |
Total liabilities | | $ | 72,834,119 | |
Net Assets applicable to investors’ interest in Portfolio | | $ | 5,605,271,388 | |
| |
Sources of Net Assets | | | | |
Investors’ capital | | $ | 5,691,050,760 | |
Net unrealized depreciation | | | (85,779,372 | ) |
Total | | $ | 5,605,271,388 | |
* | Represents restricted cash on deposit at the custodian for open derivative contracts. |
| | | | |
| | 33 | | See Notes to Financial Statements. |
Boston Income Portfolio
October 31, 2015
Statement of Operations
| | | | |
Investment Income | | Year Ended October 31, 2015 | |
Interest and other income | | $ | 327,996,312 | |
Dividends | | | 3,115,091 | |
Interest allocated from affiliated investment | | | 470,352 | |
Expenses allocated from affiliated investment | | | (34,282 | ) |
Total investment income | | $ | 331,547,473 | |
| |
Expenses | | | | |
Investment adviser fee | | $ | 30,633,639 | |
Trustees’ fees and expenses | | | 68,000 | |
Custodian fee | | | 848,736 | |
Legal and accounting services | | | 316,874 | |
Miscellaneous | | | 153,348 | |
Total expenses | | $ | 32,020,597 | |
Deduct — | | | | |
Reduction of custodian fee | | $ | 339 | |
Total expense reductions | | $ | 339 | |
| |
Net expenses | | $ | 32,020,258 | |
| |
Net investment income | | $ | 299,527,215 | |
| |
Realized and Unrealized Gain (Loss) | | | | |
Net realized gain (loss) — | | | | |
Investment transactions | | $ | (43,828,652 | ) |
Investment transactions allocated from affiliated investment | | | 422 | |
Swap contracts | | | 352,609 | |
Foreign currency and forward foreign currency exchange contract transactions | | | 552,511 | |
Net realized loss | | $ | (42,923,110 | ) |
Change in unrealized appreciation (depreciation) — | | | | |
Investments | | $ | (247,889,476 | ) |
Swap contracts | | | (1,609,038 | ) |
Foreign currency and forward foreign currency exchange contracts | | | (6,306 | ) |
Net change in unrealized appreciation (depreciation) | | $ | (249,504,820 | ) |
| |
Net realized and unrealized loss | | $ | (292,427,930 | ) |
| |
Net increase in net assets from operations | | $ | 7,099,285 | |
| | | | |
| | 34 | | See Notes to Financial Statements. |
Boston Income Portfolio
October 31, 2015
Statements of Changes in Net Assets
| | | | | | | | |
| | Year Ended October 31, | |
Increase (Decrease) in Net Assets | | 2015 | | | 2014 | |
From operations — | | | | | | | | |
Net investment income | | $ | 299,527,215 | | | $ | 304,109,488 | |
Net realized gain (loss) from investment transactions, swap contracts and foreign currency and forward foreign currency exchange contract transactions | | | (42,923,110 | ) | | | 53,083,875 | |
Net change in unrealized appreciation (depreciation) from investments, swap contracts, foreign currency and forward foreign currency exchange contracts | | | (249,504,820 | ) | | | (66,531,928 | ) |
Net increase in net assets from operations | | $ | 7,099,285 | | | $ | 290,661,435 | |
Capital transactions — | | | | | | | | |
Contributions | | $ | 1,318,564,137 | | | $ | 840,043,826 | |
Withdrawals | | | (765,685,016 | ) | | | (967,264,329 | ) |
Net increase (decrease) in net assets from capital transactions | | $ | 552,879,121 | | | $ | (127,220,503 | ) |
| | |
Net increase in net assets | | $ | 559,978,406 | | | $ | 163,440,932 | |
| | |
Net Assets | | | | | | | | |
At beginning of year | | $ | 5,045,292,982 | | | $ | 4,881,852,050 | |
At end of year | | $ | 5,605,271,388 | | | $ | 5,045,292,982 | |
| | | | |
| | 35 | | See Notes to Financial Statements. |
Boston Income Portfolio
October 31, 2015
Supplementary Data
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended October 31, | |
Ratios/Supplemental Data | | 2015 | | | 2014 | | | 2013 | | | 2012 | | | 2011 | |
Ratios (as a percentage of average daily net assets): | | | | | | | | | | | | | | | | | | | | |
Expenses(1) | | | 0.62 | % | | | 0.62 | % | | | 0.62 | % | | | 0.62 | % | | | 0.63 | % |
Net investment income | | | 5.78 | % | | | 5.81 | % | | | 6.15 | % | | | 6.49 | % | | | 7.60 | % |
Portfolio Turnover | | | 36 | % | | | 43 | % | | | 56 | % | | | 64 | % | | | 70 | % |
| | | | | |
Total Return | | | 0.28 | % | | | 5.74 | % | | | 9.17 | % | | | 11.44 | % | | | 6.01 | % |
| | | | | |
Net assets, end of year (000’s omitted) | | $ | 5,605,271 | | | $ | 5,045,293 | | | $ | 4,881,852 | | | $ | 5,344,748 | | | $ | 3,296,550 | |
(1) | Excludes the effect of custody fee credits, if any, of less than 0.005%. |
| | | | |
| | 36 | | See Notes to Financial Statements. |
Boston Income Portfolio
October 31, 2015
Notes to Financial Statements
1 Significant Accounting Policies
Boston Income Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to provide a high level of current income. The Portfolio’s secondary objectives are to seek growth of income and capital. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2015, Eaton Vance Income Fund of Boston, Eaton Multi-Strategy All Market Fund, Eaton Vance Short Duration Strategic Income Fund and Eaton Vance International (Cayman Islands) Short Duration Strategic Income Fund held an interest of 97.1%, less than 0.05%, 2.6% and 0.2%, respectively, in the Portfolio. The Declaration of Trust permits the Trustees to issue interests 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 (U.S. GAAP). The Portfolio is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946.
A Investment Valuation — The following methodologies are used to determine the market value or fair value of investments.
Debt Obligations. Debt obligations (including short-term obligations with a remaining maturity of more than sixty days) are generally valued on the basis of valuations provided by third party pricing services, as derived from such services’ pricing models. Inputs to the models may include, but are not limited to, reported trades, executable bid and asked prices, broker/dealer quotations, prices or yields of securities with similar characteristics, interest rates, anticipated prepayments, benchmark curves or information pertaining to the issuer, as well as industry and economic events. The pricing services may use a matrix approach, which considers information regarding securities with similar characteristics to determine the valuation for a security. Short-term obligations purchased with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value.
Senior Floating-Rate Loans. Interests in senior floating-rate loans (Senior Loans) for which reliable market quotations are readily available are valued generally at the average mean of bid and ask quotations obtained from a third party pricing service. Other Senior Loans are valued at fair value by the investment adviser under procedures approved by the Trustees. In fair valuing a Senior Loan, the investment adviser utilizes one or more of the valuation techniques described in (i) through (iii) below to assess the likelihood that the borrower will make a full repayment of the loan underlying such Senior Loan relative to yields on other Senior Loans issued by companies of comparable credit quality. If the investment adviser believes that there is a reasonable likelihood of full repayment, the investment adviser will determine fair value using a matrix pricing approach that considers the yield on the Senior Loan. If the investment adviser believes there is not a reasonable likelihood of full repayment, the investment adviser will determine fair value using analyses that include, but are not limited to: (i) a comparison of the value of the borrower’s outstanding equity and debt to that of comparable public companies; (ii) a discounted cash flow analysis; or (iii) when the investment adviser believes it is likely that a borrower will be liquidated or sold, an analysis of the terms of such liquidation or sale. In certain cases, the investment adviser will use a combination of analytical methods to determine fair value, such as when only a portion of a borrower’s assets are likely to be sold. In conducting its assessment and analyses for purposes of determining fair value of a Senior Loan, the investment adviser will use its discretion and judgment in considering and appraising relevant factors. Fair value determinations are made by the portfolio managers of the Portfolio based on information available to such managers. The portfolio managers of other funds managed by the investment adviser that invest in Senior Loans may not possess the same information about a Senior Loan borrower as the portfolio managers of the Portfolio. At times, the fair value of a Senior Loan determined by the portfolio managers of other funds managed by the investment adviser that invest in Senior Loans may vary from the fair value of the same Senior Loan determined by the portfolio managers of the Portfolio. The fair value of each Senior Loan is periodically reviewed and approved by the investment adviser’s Valuation Committee and by the Trustees based upon procedures approved by the Trustees. Junior Loans (i.e., subordinated loans and second lien loans) are valued in the same manner as Senior Loans.
Equity Securities. Equity securities listed on a U.S. securities exchange generally are valued at the last sale or closing price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices or, in the case of preferred equity securities that are not listed or traded in the over-the-counter market, by a third party pricing service that uses 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.
Derivatives. Forward foreign currency exchange contracts are generally valued at the mean of the average bid and average asked prices that are reported by currency dealers to a third party pricing service at the valuation time. Such third party pricing service valuations are supplied for specific settlement periods and the Portfolio’s forward foreign currency exchange contracts are valued at an interpolated rate between the closest preceding and subsequent settlement period reported by the third party pricing service. Swaps (other than centrally cleared) are normally valued using valuations provided by a third party pricing service. Such pricing service valuations are based on the present value of fixed and projected floating rate cash flows over the term of the swap contract, and in the case of credit default swaps, based on credit spread quotations obtained from broker/dealers and expected default recovery rates determined by the pricing service using proprietary models. Future cash flows on swaps are discounted to their present value using swap rates provided by electronic data services or by broker/dealers. Centrally cleared swaps are valued at the daily settlement price provided by the central clearing counterparty.
Foreign Securities and Currencies. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads.
Boston Income Portfolio
October 31, 2015
Notes to Financial Statements — continued
Affiliated Fund. The Portfolio may invest in Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund), an affiliated investment company managed by Eaton Vance Management (EVM). The value of the Portfolio’s investment in Cash Reserves Fund reflects the Portfolio’s proportionate interest in its net assets. Cash Reserves Fund generally values its investment securities utilizing the amortized cost valuation technique in accordance with Rule 2a-7 under the 1940 Act. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Reserves Fund may value its investment securities in the same manner as debt obligations described above.
Fair Valuation. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Portfolio in a manner that fairly reflects the security’s value, or the amount that the Portfolio might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies or entities, quotations or relevant information obtained from broker/dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s or entity’s financial condition, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.
B Investment Transactions — Investment transactions for financial statement purposes are accounted for on a trade date basis. Realized gains and losses on investments sold are determined on the basis of identified cost.
C Income — Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount. Fees associated with loan amendments are recognized immediately. Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities.
D Federal Taxes — The Portfolio has elected to be treated as a partnership for federal tax purposes. No provision is made by the Portfolio for federal or state taxes on any taxable income of the Portfolio because each investor in the Portfolio is ultimately responsible for the payment of any taxes on its share of taxable income. Since at least one of the Portfolio’s investors is a regulated investment company that invests all or substantially all of its assets in the Portfolio, the Portfolio normally must satisfy the applicable source of income and diversification requirements (under the Internal Revenue Code) in order for its investors to satisfy them. The Portfolio will allocate, at least annually among its investors, each investor’s distributive share of the Portfolio’s net investment income, net realized capital gains and losses and any other items of income, gain, loss, deduction or credit.
As of October 31, 2015, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. The Portfolio files a U.S. federal income tax return annually after its fiscal year-end, which is subject to examination by the Internal Revenue Service for a period of three years from the date of filing.
E Expense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Portfolio. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Portfolio maintains with SSBT. All credit balances, if any, used to reduce the Portfolio’s custodian fees are reported as a reduction of expenses in the Statement of Operations.
F Foreign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.
G Use of Estimates — The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.
H Indemnifications — Under the Portfolio’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Portfolio. Under Massachusetts law, if certain conditions prevail, interestholders in the Portfolio could be deemed to have personal liability for the obligations of the Portfolio. However, the Portfolio’s Declaration of Trust contains an express disclaimer of liability on the part of Portfolio interestholders and the By-laws provide that the Portfolio shall assume the defense on behalf of any Portfolio interestholder. Moreover, the By-laws also provide for indemnification out of Portfolio property of any interestholder held personally liable solely by reason of being or having been an interestholder for all loss or expense arising from such liability. Additionally, in the normal course of business, the Portfolio enters into agreements with service providers that may contain indemnification clauses. The Portfolio’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Portfolio that have not yet occurred.
I Forward Foreign Currency Exchange Contracts — The Portfolio may enter into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. The forward foreign currency exchange contracts are adjusted by the daily exchange rate of the underlying currency and any gains or losses are recorded as unrealized until such time as the contracts have been closed. Risks may arise upon entering
Boston Income Portfolio
October 31, 2015
Notes to Financial Statements — continued
these contracts from the potential inability of counterparties to meet the terms of their contracts and from movements in the value of a foreign currency relative to the U.S. dollar.
J Credit Default Swaps — Swap contracts are privately negotiated agreements between the Portfolio and a counterparty. Certain swap contracts may be centrally cleared (“centrally cleared swaps”), whereby all payments made or received by the Portfolio pursuant to the contract are with a central clearing party (CCP) rather than the original counterparty. The CCP guarantees the performance of the original parties to the contract. 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 (or CCP in the case of a centrally cleared swap) to the contract if a credit event by a third party, such as a U.S. or foreign corporate issuer, on the debt obligation occurs. In return, the Portfolio pays the counterparty a periodic stream of payments over the term of the contract provided that no credit event has occurred. If no credit event occurs, the Portfolio would have spent the stream of payments and received no proceeds from the contract. When the Portfolio is the seller of a credit default swap contract, it receives the stream of payments, but is obligated to pay to the buyer of the protection an amount up to the notional amount of the swap and in certain instances take delivery of securities of the reference entity upon the occurrence of a credit event, as defined under the terms of that particular swap agreement. Credit events are contract specific but may include bankruptcy, failure to pay, restructuring, obligation acceleration and repudiation/moratorium. If the Portfolio is a seller of protection and a credit event occurs, the maximum potential amount of future payments that the Portfolio could be required to make would be an amount equal to the notional amount of the agreement. This potential amount would be partially offset by any recovery value of the respective referenced obligation, or net amount received from the settlement of a buy protection credit default swap agreement entered into by the Portfolio for the same referenced obligation. As the seller, the Portfolio may create economic leverage to its portfolio because, in addition to its total net assets, the Portfolio is subject to investment exposure on the notional amount of the swap. The interest fee paid or received on the swap contract, which is based on a specified interest rate on a fixed notional amount, is accrued daily as a component of unrealized appreciation (depreciation) and is recorded as realized gain upon receipt or realized loss upon payment. The Portfolio also records an increase or decrease to unrealized appreciation (depreciation) in an amount equal to the daily valuation. For centrally cleared swaps, the daily change in valuation is recorded as a receivable or payable for variation margin and settled in cash with the CCP daily. All upfront payments, if any, are amortized over the life of the swap contract as realized gains or losses. Those upfront payments that are paid or received, typically for non-centrally cleared swaps, are recorded as other assets or other liabilities, respectively, net of amortization. For financial reporting purposes, unamortized upfront payments, if any, are netted with unrealized appreciation or depreciation on swap contracts to determine the market value of swaps as presented in Notes 6 and 9. The Portfolio segregates assets in the form of cash or liquid securities in an amount equal to the notional amount of the credit default swaps of which it is the seller. The Portfolio segregates assets in the form of cash or liquid securities in an amount equal to any unrealized depreciation of the credit default swaps of which it is the buyer, marked to market on a daily basis. Upon entering into centrally cleared swaps, the Portfolio is required to deposit with the CCP, either in cash or securities, an amount equal to a certain percentage of the notional amount (initial margin), which is subject to adjustment. These transactions involve certain risks, including the risk that the seller may be unable to fulfill the transaction. In the case of centrally cleared swaps, counterparty risk is minimal due to protections provided by the CCP.
K When-Issued Securities and Delayed Delivery Transactions — The Portfolio may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. At the time the transaction is negotiated, the price of the security that will be delivered is fixed. The Portfolio maintains security positions for these commitments such that sufficient liquid assets will be available to make payments upon settlement. Securities purchased on a delayed delivery or when-issued basis are marked-to-market daily and begin earning interest on settlement date. Losses may arise due to changes in the market value of the underlying securities or if the counterparty does not perform under the contract.
2 Investment Adviser Fee and Other Transactions with Affiliates
The investment adviser fee is earned by Boston Management and Research (BMR), a subsidiary of EVM, as compensation for investment advisory services rendered to the Portfolio. Pursuant to the investment advisory agreement and subsequent fee reduction agreements between the Portfolio and BMR, the fee is computed at an annual rate of 0.625% of the Portfolio’s average daily net assets up to $1.5 billion, 0.60% from $1.5 billion up to $2 billion, 0.575% from $2 billion up to $5 billion, 0.555% from $5 billion up to $10 billion, and 0.535% of average daily net assets of $10 billion or more, and is payable monthly. The fee reductions cannot be terminated without the consent of a majority of Trustees and a majority of interestholders of the Portfolio. For the year ended October 31, 2015, the Portfolio’s investment adviser fee amounted to $30,633,639 or 0.59% of the Portfolio’s average daily net assets. The Portfolio invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund.
Trustees and officers of the Portfolio who are members of EVM’s or BMR’s organizations 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, 2015, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.
3 Purchases and Sales of Investments
Purchases and sales of investments, other than short-term obligations and including maturities, paydowns and principal repayments on Senior Loans, aggregated $2,340,621,906 and $1,770,479,605, respectively, for the year ended October 31, 2015.
Boston Income Portfolio
October 31, 2015
Notes to Financial Statements — continued
4 Federal Income Tax Basis of Investments
The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2015, as determined on a federal income tax basis, were as follows:
| | | | |
| |
Aggregate cost | | $ | 5,663,412,288 | |
| |
Gross unrealized appreciation | | $ | 123,855,550 | |
Gross unrealized depreciation | | | (226,744,290 | ) |
| |
Net unrealized depreciation | | $ | (102,888,740 | ) |
The net unrealized appreciation on derivative contracts and foreign currency at October 31, 2015 on a federal income tax basis was $207,843.
5 Restricted Securities
At October 31, 2015, the Portfolio owned the following securities (representing 0.5% 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.
| | | | | | | | | | | | | | | | |
Description | | Date of Acquisition | | | Principal Amount/Shares | | | Cost | | | Value | |
| | | | |
Corporate Bonds & Notes | | | | | | | | | | | | | | | | |
Boyd Gaming Corp. Step Coupon HoldCo Note, 6.00% to 11/20/15, 11/20/18 | | | 11/30/12 to 5/20/15 | | | $ | 651,360 | | | $ | 604,324 | | | $ | 673,050 | |
| | | |
Total Corporate Bonds & Notes | | | | | | | $ | 604,324 | | | $ | 673,050 | |
| | | | |
Common Stocks | | | | | | | | | | | | | | | | |
HF Holdings, Inc. | | | 10/27/09 | | | | 3,400 | | | $ | 182,613 | | | $ | 55,658 | |
New Cotai Participation Corp., Class B | | | 4/12/13 | | | | 36 | | | | 1,111,500 | | | | 524,268 | |
Panolam Holdings Co. | | | 12/30/09 | | | | 6,997 | | | | 3,844,852 | | | | 6,087,600 | |
| | | |
Total Common Stocks | | | | | | | $ | 5,138,965 | | | $ | 6,667,526 | |
| | | | |
Miscellaneous | | | | | | | | | | | | | | | | |
PGP Investors, LLC, Membership Interests | | | 10/23/12, 2/18/15 | | | | 38,571 | | | $ | 13,303,125 | | | $ | 17,533,801 | |
Twin River Worldwide Holdings, Inc., Contingent Value Rights, Expires 11/5/17 | | | 11/22/10 | | | | 8,520 | | | | 149,100 | | | | 4,828,000 | |
| | | |
Total Miscellaneous | | | | | | | $ | 13,452,225 | | | $ | 22,361,801 | |
| | |
Total Restricted Securities | | | $ | 19,195,514 | | | $ | 29,702,377 | |
6 Financial Instruments
The Portfolio may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include forward foreign currency exchange contracts and swap contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Portfolio has in particular classes of financial instruments and do not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered. A summary of obligations under these financial instruments at October 31, 2015 is included in the Portfolio of Investments. At October 31, 2015, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.
Boston Income Portfolio
October 31, 2015
Notes to Financial Statements — continued
In the normal course of pursuing its investment objectives, the Portfolio is subject to the following risks:
Credit Risk: The Portfolio enters into credit default swap contracts to manage its credit risk, to gain exposure to a credit in which it may otherwise invest, or to enhance return.
Foreign Exchange Risk: The Portfolio holds foreign currency denominated investments. The value of these investments and related receivables and payables may change due to future changes in foreign currency exchange rates. To hedge against this risk, the Portfolio enters into forward foreign currency exchange contracts.
The Portfolio enters into swap contracts (other than centrally cleared swap contracts) and forward foreign currency exchange 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 derivatives in a liability position. At October 31, 2015, the fair value of derivatives with credit-related contingent features in a net liability position was $13,233. At October 31, 2015, there were no assets pledged by the Portfolio for such liability.
The over-the-counter (OTC) derivatives in which the Portfolio invests are subject to the risk that the counterparty to the contract fails to perform its obligations under the contract. To mitigate this risk, the Portfolio has entered into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar agreement with substantially all its derivative counterparties. An ISDA Master Agreement is a bilateral agreement between the Portfolio and a counterparty that governs certain OTC derivatives and typically contains, among other things, set-off provisions in the event of a default and/or termination event as defined under the relevant ISDA Master Agreement. Under an ISDA Master Agreement, the Portfolio may, under certain circumstances, offset with the counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of default including the bankruptcy or insolvency of the counterparty. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy or insolvency. Certain ISDA Master Agreements allow counterparties to OTC derivatives to terminate derivative contracts prior to maturity in the event the Portfolio’s net assets decline by a stated percentage or the Portfolio fails to meet the terms of its ISDA Master Agreements, which would cause the counterparty to accelerate payment by the Portfolio of any net liability owed to it.
The collateral requirements for derivatives traded under an ISDA Master Agreement are governed by a Credit Support Annex to the ISDA Master Agreement. Collateral requirements are determined at the close of business each day and are typically based on changes in market values for each transaction under an ISDA Master Agreement and netted into one amount for such agreement. Generally, the amount of collateral due from or to a counterparty is subject to a minimum transfer threshold amount before a transfer is required, which may vary by counterparty. Collateral pledged for the benefit of the Portfolio and/or counterparty is held in segregated accounts by the Portfolio’s custodian and cannot be sold, re-pledged, assigned or otherwise used while pledged. The portion of such collateral representing cash, if any, is reflected as restricted cash and, in the case of cash pledged by a counterparty for the benefit of the Portfolio, a corresponding liability on the Statement of Assets and Liabilities. Securities pledged by the Portfolio as collateral, if any, are identified as such in the Portfolio of Investments. The carrying amount of the liability for cash collateral due to brokers at October 31, 2015 approximated its fair value. If measured at fair value, such liability would have been considered as Level 2 in the fair value hierarchy (see Note 9) at October 31, 2015.
The fair value of open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) by risk exposure at October 31, 2015 was as follows:
| | | | | | | | | | |
| | | | Fair Value | |
Risk | | Derivative | | Asset Derivative | | | Liability Derivative | |
| | | |
Credit | | Swap contracts | | $ | 2,128,779 | (1) | | $ | — | |
Foreign Exchange | | Forward foreign currency exchange contracts | | | — | | | | (13,233 | )(2) |
| | |
Total Derivatives subject to master netting or similar agreements | | $ | 2,128,779 | | | $ | (13,233 | ) |
(1) | Statement of Assets and Liabilities location: Receivable for open swap contracts; Premium paid/received on open swap contracts. |
(2) | Statement of Assets and Liabilities location: Payable for open forward foreign currency exchange contracts; Net unrealized depreciation. |
Boston Income Portfolio
October 31, 2015
Notes to Financial Statements — continued
The Portfolio’s derivative assets and liabilities at fair value by risk, which are reported gross in the Statement of Assets and Liabilities, are presented in the table above. The following tables present the Portfolio’s derivative assets and liabilities by counterparty, net of amounts available for offset under a master netting agreement and net of the related collateral received by the Portfolio for assets and pledged by the Portfolio for liabilities as of October 31, 2015.
| | | | | | | | | | | | | | | | | | | | |
Counterparty | | Derivative Assets Subject to Master Netting Agreement | | | Derivatives Available for Offset | | | Non-cash Collateral Received(a) | | | Cash Collateral Received(a) | | | Net Amount of Derivative Assets(b) | |
| | | | | |
Bank of America, N.A. | | $ | 356,940 | | | $ | — | | | $ | — | | | $ | (356,940 | ) | | $ | — | |
Credit Suisse International | | | 242,373 | | | | — | | | | (242,373 | ) | | | — | | | | — | |
Deutsche Bank AG | | | 860,082 | | | | — | | | | — | | | | (860,000 | ) | | | 82 | |
Goldman Sachs International | | | 669,384 | | | | — | | | | — | | | | (669,384 | ) | | | — | |
| | | | | |
| | $ | 2,128,779 | | | $ | — | | | $ | (242,373 | ) | | $ | (1,886,324 | ) | | $ | 82 | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | |
Counterparty | | Derivative Liabilities Subject to Master Netting Agreement | | | Derivatives Available for Offset | | | Non-cash Collateral Pledged(a) | | | Cash Collateral Pledged(a) | | | Net Amount of Derivative Liabilities(c) | |
| | | | | |
State Street Bank and Trust Company | | $ | (13,233 | ) | | $ | — | | | $ | — | | | $ | — | | | $ | (13,233 | ) |
(a) | In some instances, the actual collateral received and/or pledged may be more than the amount shown due to overcollateralization. |
(b) | Net amount represents the net amount due from the counterparty in the event of default. |
(c) | Net amount represents the net amount payable to the counterparty in the event of default. |
The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations by risk exposure for the year ended October 31, 2015 was as follows:
| | | | | | | | | | |
Risk | | Derivative | | Realized Gain (Loss) on Derivatives Recognized in Income(1) | | | Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income(2) | |
| | | |
Credit | | Swap contracts | | $ | 352,609 | | | $ | (1,609,038 | ) |
Foreign Exchange | | Forward foreign currency exchange contracts | | | 565,638 | | | | (8,912 | ) |
| | | |
Total | | | | $ | 918,247 | | | $ | (1,617,950 | ) |
(1) | Statement of Operations location: Net realized gain (loss) – Swap contracts and Foreign currency and forward foreign currency exchange contract transactions, respectively. |
(2) | Statement of Operations location: Change in unrealized appreciation (depreciation) – Swap contracts and Foreign currency and forward foreign currency exchange contracts, respectively. |
The average notional amounts of derivative contracts outstanding during the year ended October 31, 2015, which are indicative of the volume of these derivative types, were as follows:
| | | | |
Forward Foreign Currency Exchange Contracts | | Swap Contracts | |
$4,099,000 | | $ | 49,677,000 | |
Boston Income Portfolio
October 31, 2015
Notes to Financial Statements — continued
7 Line of Credit
The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $625 million unsecured line of credit agreement with a group of banks, which is in effect through September 2, 2016. Borrowings are made by the Portfolio solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the Portfolio based on its borrowings at an amount above either the Eurodollar rate or Federal Funds rate. In addition, a fee computed at an annual rate of 0.10% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. Because the line of credit is not available exclusively to the Portfolio, it may be unable to borrow some or all of its requested amounts at any particular time. The Portfolio did not have any significant borrowings or allocated fees during the year ended October 31, 2015.
8 Credit Risk
The Portfolio primarily invests in lower rated and comparable quality unrated high yield securities. These investments have different risks than investments in debt securities rated investment grade. Risk of loss upon default by the borrower is significantly greater with respect to such debt than with other debt securities because these securities are generally unsecured and are more sensitive to adverse economic conditions, such as recession or increasing interest rates, than are investment grade issuers.
9 Fair Value Measurements
Under generally accepted accounting principles for fair value measurements, a three-tier hierarchy to prioritize the assumptions, referred to as inputs, is used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.
• | | Level 1 – quoted prices in active markets for identical investments |
• | | Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.) |
• | | Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments) |
In cases where the inputs used to measure fair value fall in different levels of the fair value hierarchy, the level disclosed is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
At October 31, 2015, the hierarchy of inputs used in valuing the Portfolio’s investments and open derivative instruments, which are carried at value, were as follows:
| | | | | | | | | | | | | | | | |
Asset Description | | Level 1 | | | Level 2 | | | Level 3* | | | Total | |
| | | | |
Corporate Bonds & Notes | | $ | — | | | $ | 4,731,381,865 | | | $ | 673,050 | | | $ | 4,732,054,915 | |
Senior Floating-Rate Loans | | | — | | | | 277,120,506 | | | | — | | | | 277,120,506 | |
Convertible Bonds | | | — | | | | 44,210,128 | | | | — | | | | 44,210,128 | |
Commercial Mortgage-Backed Securities | | | — | | | | 9,573,181 | | | | — | | | | 9,573,181 | |
Common Stocks | | | 2,881,185 | | | | — | | | | 6,667,526 | | | | 9,548,711 | |
Convertible Preferred Stocks | | | 2,983,313 | | | | 31,706,727 | | | | — | | | | 34,690,040 | |
Miscellaneous | | | 49,515 | | | | 4,947,450 | | | | 17,533,801 | | | | 22,530,766 | |
Warrants | | | — | | | | — | | | | 0 | | | | 0 | |
Short-Term Investments | | | — | | | | 430,795,301 | | | | — | | | | 430,795,301 | |
| | | | |
Total Investments | | $ | 5,914,013 | | | $ | 5,529,735,158 | | | $ | 24,874,377 | | | $ | 5,560,523,548 | |
Swap Contracts | | $ | — | | | $ | 2,128,779 | | | $ | — | | | $ | 2,128,779 | |
| | | | |
Total | | $ | 5,914,013 | | | $ | 5,531,863,937 | | | $ | 24,874,377 | | | $ | 5,562,652,327 | |
| | | | |
Liability Description | | | | | | | | | | | | | | | | |
Forward Foreign Currency Exchange Contracts | | $ | — | | | $ | (13,233 | ) | | $ | — | | | $ | (13,233 | ) |
| | | | |
Total | | $ | — | | | $ | (13,233 | ) | | $ | — | | | $ | (13,233 | ) |
Boston Income Portfolio
October 31, 2015
Notes to Financial Statements — continued
* | None of the unobservable inputs for Level 3 assets, individually or collectively, had a material impact on the Portfolio. |
Level 3 investments at the beginning and/or end of the period in relation to net assets were not significant and accordingly, a reconciliation of Level 3 assets for the year ended October 31, 2015 is not presented. At October 31, 2015, there were no investments transferred between Level 1 and Level 2 during the year then ended.
Boston Income Portfolio
October 31, 2015
Report of Independent Registered Public Accounting Firm
To the Trustees and 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, 2015, 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 five 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.
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, 2015, 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, such 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, 2015, 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 five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
December 21, 2015
Eaton Vance
Income Fund of Boston
October 31, 2015
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 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. Each Trustee oversees 174 portfolios in the Eaton Vance Complex (including all master and feeder funds in a master feeder structure). Each officer serves as an officer of certain other Eaton Vance funds. Each Trustee and officer serves until his or her successor is elected.
| | | | | | |
Name and Year of Birth | | Position(s) with the Trust and the Portfolio | | Trustee Since(1) | | Principal Occupation(s) and Directorships During Past Five Years and Other Relevant Experience |
Interested Trustee | | | | | | |
| | | |
Thomas E. Faust Jr. 1958 | | Trustee | | 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 174 registered investment companies. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust and the Portfolio. Directorships in the Last Five Years.(2) Director of EVC and Hexavest Inc. |
| | | |
| | | | | | |
Noninterested Trustees | | | | | | |
| | | |
Scott E. Eston 1956 | | Trustee | | 2011 | | Private investor. Formerly held various positions at Grantham, Mayo, Van Otterloo and Co., L.L.C. (investment management firm) (1997-2009), including Chief Operating Officer (2002-2009), Chief Financial Officer (1997-2009) and Chairman of the Executive Committee (2002-2008); President and Principal Executive Officer, GMO Trust (open-end registered investment company) (2006-2009). Former Partner, Coopers and Lybrand L.L.P. (now PricewaterhouseCoopers) (public accounting firm) (1987-1997). Directorships in the Last Five Years.(2) None. |
| | | |
Cynthia E. Frost 1961 | | Trustee | | 2014 | | Private investor. Formerly, Chief Investment Officer of Brown University (university endowment) (2000-2012); Portfolio Strategist for Duke Management Company (university endowment manager) (1995-2000); Managing Director, Cambridge Associates (1989-1995); Consultant, Bain and Company (1987-1989); Senior Equity Analyst, BA Investment Management Company (1983-1985). Directorships in the Last Five Years. None. |
| | | |
George J. Gorman 1952 | | Trustee | | 2014 | | Principal at George J. Gorman LLC (consulting firm). Formerly, Senior Partner at Ernst & Young LLP (public accounting firm) (1974-2009). Directorships in the Last Five Years. Formerly, Trustee of the Bank of America Money Market Funds Series Trust (2011-2014) and of the Ashmore Funds (2010-2014). |
| | | |
Valerie A. Mosley 1960 | | Trustee | | 2014 | | Chairwoman and Chief Executive Officer of Valmo Ventures (a consulting and investment firm). Former Partner and Senior Vice President, Portfolio Manager and Investment Strategist at Wellington Management Company, LLP (investment management firm) (1992-2012). Former Chief Investment Officer, PG Corbin Asset Management (1990-1992). Formerly worked in institutional corporate bond sales at Kidder Peabody (1986-1990). Directorships in the Last Five Years.(2) Director of Dynex Capital, Inc. (mortgage REIT) (since 2013). |
| | | |
William H. Park 1947 | | Trustee | | 2003 | | Private investor. Formerly, Consultant (2012-2014). Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). Formerly, Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (2006-2010). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). Directorships in the Last Five Years.(2) None. |
Eaton Vance
Income Fund of Boston
October 31, 2015
Management and Organization — continued
| | | | | | |
Name and Year of Birth | | Position(s) with the Trust and the Portfolio | | Trustee Since(1) | | Principal Occupation(s) and Directorships During Past Five Years and Other Relevant Experience |
Noninterested Trustees (continued) |
| | | |
Helen Frame Peters 1948 | | Trustee | | 2008 | | Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998). Directorships in the Last Five Years.(2) Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). Formerly, Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds) (2000-2009). Formerly, Director of Federal Home Loan Bank of Boston (a bank for banks) (2007-2009). |
| | | |
Susan J. Sutherland(3) 1957 | | Trustee | | 2015 | | Private investor. Formerly, Associate, Counsel and Partner at Skadden, Arps, Slate, Meagher & Flom LLP (law firm) (1982-2013). Directorships in the Last Five Years. Formerly, Director of Montpelier Re Holdings Ltd. (global provider of customized insurance and reinsurance products) (2013-2015). |
| | | |
Harriett Tee Taggart 1948 | | Trustee | | 2011 | | Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006). Directorships in the Last Five Years.(2) Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011). |
| | | |
Ralph F. Verni 1943 | | Chairman of the Board and Trustee | | 2007 (Chairman) 2005 (Trustee) | | Consultant and private investor. Formerly, Chief Investment Officer (1982-1992), Chief Financial Officer (1988-1990) and Director (1982-1992), New England Life. Formerly, Chairperson, New England Mutual Funds (1982-1992). Formerly, President and Chief Executive Officer, State Street Management & Research (1992-2000). Formerly, Chairperson, State Street Research Mutual Funds (1992-2000). Formerly, Director, W.P. Carey, LLC (1998-2004) and First Pioneer Farm Credit Corp. (2002-2006). Directorships in the Last Five Years.(2) None. |
| | | |
| | | | | | |
Principal Officers who are not Trustees |
Name and Year of Birth | | Position(s) with the Trust and the Portfolio | | Officer Since(4) | | Principal Occupation(s) During Past Five Years |
| | | |
Michael W. Weilheimer 1961 | | President | | 1995 | | Vice President of EVM and BMR. |
| | | |
Payson F. Swaffield 1956 | | Vice President of the Portfolio | | 2003 | | Vice President and Chief Income Investment Officer of EVM and BMR. |
| | | |
Maureen A. Gemma 1960 | | Vice President, Secretary and Chief Legal Officer | | 2005 | | Vice President of EVM and BMR. |
| | | |
James F. Kirchner 1967 | | Treasurer | | 2007 | | Vice President of EVM and BMR. |
| | | |
Paul M. O’Neil 1953 | | Chief Compliance Officer | | 2004 | | Vice President of EVM and BMR. |
(1) | Year first appointed to serve as Trustee for a fund in the Eaton Vance family of funds. Each Trustee has served continuously since appointment unless indicated otherwise. |
(2) | During their respective tenures, the Trustees (except for Mmes. Frost and Sutherland and Mr. Gorman) also served as Board members of one or more of the following funds (which operated in the years noted): eUnitsTM 2 Year U.S. Market Participation Trust: Upside to Cap / Buffered Downside |
Eaton Vance
Income Fund of Boston
October 31, 2015
Management and Organization — continued
| (launched in 2012 and terminated in 2014); eUnitsTM 2 Year U.S. Market Participation Trust II: Upside to Cap / Buffered Downside (launched in 2012 and terminated in 2014); and Eaton Vance National Municipal Income Trust (launched in 1998 and terminated in 2009). However, Ms. Mosley did not serve as a Board member of eUnitsTM 2 Year U.S. Market Participation Trust: Upside to Cap / Buffered Downside (launched in 2012 and terminated in 2014). |
(3) | Ms. Sutherland began serving as a Trustee effective May 1, 2015. |
(4) | Year first elected to serve as officer of a fund in the Eaton Vance family of funds when the officer has served continuously. Otherwise, year of most recent election as an officer of a fund in the Eaton Vance family of funds. Titles may have changed since initial election. |
The SAI for the Fund includes additional information about the Trustees and officers of the Fund and the Portfolio and can be obtained without charge on Eaton Vance’s website at www.eatonvance.com or by calling 1-800-262-1122.
Eaton Vance Funds
IMPORTANT NOTICES
Privacy. The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy (“Privacy Policy”) with respect to nonpublic personal information about its customers:
• | | Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions. |
• | | None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). In the normal course of servicing a customer’s account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker-dealers. |
• | | Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information. |
• | | We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Privacy Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com. |
Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Eaton Vance Distributors, Inc., Eaton Vance Trust Company, Eaton Vance Management’s Real Estate Investment Group and Boston Management and Research. In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial advisor/broker-dealer, it is likely that only such advisor’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures. For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.
Delivery of Shareholder Documents. The Securities and Exchange Commission (SEC) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders. Eaton Vance, or your financial advisor, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial advisor, otherwise. If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial advisor. Your instructions that householding not apply to delivery of your Eaton Vance documents will be effective within 30 days of receipt by Eaton Vance or your financial advisor.
Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC’s public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).
Proxy Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds’ and Portfolios’ Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge, upon request, by calling 1-800-262-1122 and by accessing the SEC’s website at www.sec.gov.
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
State Street Financial Center, One Lincoln Street
Boston, MA 02111
Transfer Agent
BNY Mellon Investment Servicing (US) Inc.
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
Fund Offices
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 this program is available to investors at www.FINRA.org. |
![LOGO](https://capedge.com/proxy/N-CSR/0001193125-15-414386/g43286u44053_bwlogo.jpg)
443 10.31.15
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 a private investor. Previously, he served as a consultant, as the Chief Financial Officer of Aveon Group, L.P. (an investment management firm), as the Vice Chairman of Commercial Industrial Finance Corp. (specialty finance company), as President and Chief Executive Officer of Prizm Capital Management, LLC (investment management firm), as Executive Vice President and Chief Financial Officer of United Asset Management Corporation (an institutional investment management firm) and as a Senior Manager at Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm).
Item 4. | Principal Accountant Fees and Services |
(a)-(d)
The following table presents the aggregate fees billed to the registrant for the registrant’s fiscal years ended October 31, 2014 and October 31, 2015 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 D&T during such periods.
| | | | | | | | |
Fiscal Years Ended | | 10/31/14 | | | 10/31/15 | |
Audit Fees | | $ | 71,372 | | | $ | 82,172 | |
Audit-Related Fees(1) | | $ | 0 | | | $ | 0 | |
Tax Fees(2) | | $ | 16,610 | | | $ | 17,108 | |
All Other Fees(3) | | $ | 0 | | | $ | 0 | |
| | | | | | | | |
Total | | $ | 87,982 | | | $ | 99,280 | |
| | | | | | | | |
(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. |
(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 D&T for the registrant’s fiscal years ended October 31, 2014 and October 31, 2015; and (ii) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to the Eaton Vance organization by D&T for the same time periods.
| | | | | | | | |
Fiscal Years Ended | | 10/31/14 | | | 10/31/15 | |
Registrant | | $ | 16,610 | | | $ | 17,108 | |
Eaton Vance(1) | | $ | 99,750 | | | $ | 46,000 | |
(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 applicable.
Item 6. | Schedule of Investments |
Please see schedule of investments contained in the Report to Stockholders included under Item 1 of this Form N-CSR.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies
Not applicable.
Item 8. | Portfolio Managers of Closed-End Management Investment Companies |
Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers
Not applicable.
Item 10. | Submission of Matters to a Vote of Security Holders |
No material changes.
Item 11. | Controls and Procedures |
(a) It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.
(b) There have been no changes in the registrant’s internal controls over financial reporting during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
| | |
| |
(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 |
| |
Date: | | December 15, 2015 |
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/ James F. Kirchner |
| | James F. Kirchner |
| | Treasurer |
| |
Date: | | December 15, 2015 |
| |
By: | | /s/ Michael W. Weilheimer |
| | Michael W. Weilheimer |
| | President |
| |
Date: | | December 15, 2015 |