Edgar Filing: Eaton Vance Floating-Rate Income Trust

Eaton Vance Floating Rate Income Trust

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

811-21574

Investment Company Act File Number

Eaton Vance Floating-Rate Income Trust

(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, Including Area Code)

May 31

Date of Fiscal Year End

February 28, 2011

Date of Reporting Period

Item 1. Schedule of Investments

Eaton Vance

Floating-Rate Income Trust

February 28, 2011

PORTFOLIO OF INVESTMENTS (Unaudited)

Senior Floating-Rate Interests — 137.5%⁽¹⁾


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Aerospace and Defense — 2.9%
		Booz Allen Hamilton, Inc.
	525	Term Loan, 4.00%, Maturing August 3, 2017	$	531,563
		DAE Aviation Holdings, Inc.
	932	Term Loan, 5.31%, Maturing July 31, 2014		942,567
	965	Term Loan, 5.31%, Maturing July 31, 2014		975,914
		Delos Aircraft, Inc.
	700	Term Loan, 7.00%, Maturing March 17, 2016		708,875
		Doncasters (Dunde HoldCo 4 Ltd.)
	435	Term Loan, 4.26%, Maturing July 13, 2015		423,139
	435	Term Loan, 4.76%, Maturing July 13, 2015		423,139
GBP	550	Term Loan - Second Lien, 6.62%, Maturing January 13, 2016		840,460
		DynCorp International, LLC
	998	Term Loan, 6.25%, Maturing July 5, 2016		1,008,722
		Evergreen International Aviation
	966	Term Loan, 10.50%, Maturing October 31, 2011⁽²⁾		962,870
		Hawker Beechcraft Acquisition
	2,037	Term Loan, 2.27%, Maturing March 26, 2014		1,828,398
	122	Term Loan, 2.30%, Maturing March 26, 2014		109,594
		IAP Worldwide Services, Inc.
	909	Term Loan, 8.25%, Maturing December 30, 2012		907,806
		International Lease Finance Co.
	950	Term Loan, 6.75%, Maturing March 17, 2015		960,009
		Spirit AeroSystems, Inc.
	1,247	Term Loan, 3.55%, Maturing September 30, 2016		1,256,481
		TransDigm, Inc.
	2,450	Term Loan, 5.25%, Maturing February 14, 2017		2,471,183
		Triumph Group, Inc.
	647	Term Loan, 4.50%, Maturing June 16, 2016		650,792
		Wesco Aircraft Hardware Corp.
	1,122	Term Loan, 2.52%, Maturing September 30, 2013		1,122,960
		Wyle Laboratories, Inc.
	995	Term Loan, 7.75%, Maturing March 25, 2016		1,001,215

			$	17,125,687

Air Transport — 0.1%
		Delta Air Lines, Inc.
	742	Term Loan, 2.25%, Maturing April 30, 2012	$	740,259

			$	740,259

Automotive — 5.5%
		Adesa, Inc.
	3,921	Term Loan, 3.02%, Maturing October 18, 2013	$	3,927,738
		Allison Transmission, Inc.
	3,807	Term Loan, 3.02%, Maturing August 7, 2014		3,803,193
		Autotrader.com, Inc.
	1,250	Term Loan, 4.75%, Maturing December 15, 2016		1,261,974
		Federal-Mogul Corp.
	3,600	Term Loan, 2.20%, Maturing December 29, 2014		3,508,158
	2,235	Term Loan, 2.20%, Maturing December 28, 2015		2,177,733
		Ford Motor Co.
	832	Term Loan, 3.02%, Maturing December 16, 2013		832,779
	3,384	Term Loan, 3.02%, Maturing December 16, 2013		3,388,347


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
		Goodyear Tire & Rubber Co.
	7,175	Term Loan - Second Lien, 1.96%, Maturing April 30, 2014	$	7,125,672
		HHI Holdings, LLC
	963	Term Loan, 10.50%, Maturing March 30, 2015		979,386
		Keystone Automotive Operations, Inc.
	1,400	Term Loan, 3.82%, Maturing January 12, 2012		1,390,838
		Metaldyne, LLC
	1,022	Term Loan, 7.75%, Maturing October 28, 2016		1,047,998
		TI Automotive, Ltd.
	998	Term Loan, 9.50%, Maturing July 1, 2016		1,019,944
		TriMas Corp.
	88	Term Loan, 6.00%, Maturing August 2, 2011		88,156
	2,061	Term Loan, 6.09%, Maturing December 15, 2015		2,076,697

			$	32,628,613

Beverage and Tobacco — 0.2%
		Green Mountain Coffee Roasters
	1,225	Term Loan, 5.50%, Maturing December 16, 2016	$	1,234,953

			$	1,234,953

Building and Development — 2.0%
		Armstrong World Industries, Inc.
	750	Term Loan, 5.00%, Maturing May 23, 2017	$	760,590
		Beacon Sales Acquisition, Inc.
	1,145	Term Loan, 2.29%, Maturing September 30, 2013		1,128,446
		Brickman Group Holdings, Inc.
	1,325	Term Loan, 7.25%, Maturing October 14, 2016		1,355,916
		Forestar USA Real Estate Group, Inc.
	268	Revolving Loan, 0.87%, Maturing August 6, 2013⁽³⁾		259,995
	2,457	Term Loan, 6.50%, Maturing August 6, 2015		2,420,051
		NCI Building Systems, Inc.
	170	Term Loan, 8.00%, Maturing April 18, 2014		169,201
		November 2005 Land Investors, LLC
	305	Term Loan, 0.00%, Maturing March 31, 2011⁽⁴⁾⁽⁵⁾		68,589
		Panolam Industries Holdings, Inc.
	1,662	Term Loan, 8.25%, Maturing December 31, 2013		1,543,930
		RE/MAX International, Inc.
	2,159	Term Loan, 5.50%, Maturing April 15, 2016		2,182,973
		Realogy Corp.
	139	Term Loan, 3.41%, Maturing October 10, 2013		133,893
	667	Term Loan, 5.25%, Maturing October 10, 2013		642,486
		South Edge, LLC
	1,644	Term Loan, 0.00%, Maturing October 31, 2009⁽⁶⁾		1,301,303

			$	11,967,373

Business Equipment and Services — 12.0%
		Activant Solutions, Inc.
	124	Term Loan, 2.81%, Maturing May 1, 2013	$	123,628
	224	Term Loan, 2.31%, Maturing May 2, 2013		224,348
	2,084	Term Loan, 4.81%, Maturing February 2, 2016		2,102,685
		Acxiom Corp.
	1,216	Term Loan, 3.30%, Maturing March 15, 2015		1,226,842
		Advantage Sales & Marketing, Inc.
	2,125	Term Loan, 5.25%, Maturing December 18, 2017		2,144,724
		Affinion Group, Inc.
	5,219	Term Loan, 5.00%, Maturing October 10, 2016		5,258,642
		Allied Security Holdings, LLC
	650	Term Loan, 5.00%, Maturing February 4, 2017		655,688
		Dealer Computer Services, Inc.
	1,771	Term Loan, 5.25%, Maturing April 21, 2017		1,786,209


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
		Education Management, LLC
	3,761	Term Loan, 2.06%, Maturing June 3, 2013	$	3,712,234
		Fifth Third Processing Solution
	1,025	Term Loan, 5.50%, Maturing November 3, 2016		1,035,506
		First American Corp.
	1,045	Term Loan, 4.75%, Maturing April 12, 2016		1,055,850
		Infogroup, Inc.
	821	Term Loan, 6.25%, Maturing July 1, 2016		831,129
		iPayment, Inc.
	2,295	Term Loan, 2.29%, Maturing May 10, 2013		2,281,016
		Kronos, Inc.
	1,147	Term Loan, 2.05%, Maturing June 11, 2014		1,146,694
		Language Line, LLC
	2,475	Term Loan, 6.25%, Maturing June 20, 2016		2,512,125
		Mitchell International, Inc.
	970	Term Loan, 2.31%, Maturing March 28, 2014		930,175
	1,000	Term Loan - Second Lien, 5.56%, Maturing March 30, 2015		910,000
		NE Customer Service
	1,848	Term Loan, 6.00%, Maturing March 23, 2016		1,850,808
		Protection One Alarm Monitor, Inc.
	1,869	Term Loan, 6.00%, Maturing May 16, 2016		1,880,588
		Quantum Corp.
	172	Term Loan, 3.80%, Maturing July 14, 2014		171,191
		Quintiles Transnational Corp.
	982	Term Loan, 2.31%, Maturing March 29, 2013		980,686
	1,875	Term Loan - Second Lien, 4.31%, Maturing March 31, 2014		1,872,656
		Sabre, Inc.
	7,307	Term Loan, 2.28%, Maturing September 30, 2014		6,867,776
		Safenet, Inc.
	1,979	Term Loan, 2.76%, Maturing April 12, 2014		1,970,827
		Serena Software, Inc.
	991	Term Loan, 2.30%, Maturing March 10, 2013		991,634
		Sitel (Client Logic)
	1,790	Term Loan, 5.80%, Maturing January 30, 2014		1,776,616
		Softlayer Tech, Inc.
	725	Term Loan, 7.25%, Maturing November 5, 2016		734,062
		Solera Holdings, LLC
EUR	818	Term Loan, 2.81%, Maturing May 16, 2014		1,118,041
		SunGard Data Systems, Inc.
	2,181	Term Loan, 2.01%, Maturing February 28, 2014		2,174,782
	9,964	Term Loan, 3.93%, Maturing February 26, 2016		10,010,677
		TransUnion, LLC
	2,250	Term Loan, 4.75%, Maturing February 12, 2018		2,271,375
		Travelport, LLC
	584	Term Loan, 4.80%, Maturing August 21, 2015		569,611
	972	Term Loan, 4.96%, Maturing August 21, 2015		948,390
	3,218	Term Loan, 4.96%, Maturing August 21, 2015		3,138,791
EUR	1,054	Term Loan, 5.50%, Maturing August 21, 2015		1,403,864
		West Corp.
	309	Term Loan, 2.74%, Maturing October 24, 2013		308,905
	2,156	Term Loan, 4.59%, Maturing July 15, 2016		2,179,129
	757	Term Loan, 4.61%, Maturing July 15, 2016		764,351

			$	71,922,255

Cable and Satellite Television — 9.6%
		Atlantic Broadband Finance, LLC
	1,593	Term Loan, 5.00%, Maturing November 27, 2015	$	1,596,756
		Bragg Communications, Inc.
	2,040	Term Loan, 2.81%, Maturing August 31, 2014		2,017,532


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
		Bresnan Communications, LLC
	1,425	Term Loan, 4.50%, Maturing December 14, 2017	$	1,438,261
		Casema NV
EUR	1,000	Term Loan - Second Lien, 5.62%, Maturing March 14, 2016		1,391,449
		Cequel Communications, LLC
	2,141	Term Loan, 2.26%, Maturing November 5, 2013		2,141,571
		Charter Communications Operating, LLC
	4,268	Term Loan, 2.27%, Maturing March 6, 2014		4,263,581
	997	Term Loan, 3.56%, Maturing September 6, 2016		1,002,859
		CSC Holdings, Inc.
	3,768	Term Loan, 2.01%, Maturing March 29, 2016		3,790,053
		Foxco Acquisition Sub, LLC
	1,624	Term Loan, 7.50%, Maturing July 14, 2015		1,627,173
		Insight Midwest Holdings, LLC
	3,677	Term Loan, 2.02%, Maturing April 7, 2014		3,672,174
		Kabel Deutschland GmbH
EUR	2,000	Term Loan, 4.86%, Maturing December 13, 2016		2,785,200
		MCC Iowa, LLC
	3,802	Term Loan, 2.01%, Maturing January 31, 2015		3,754,443
		Mediacom Broadband, LLC
	1,667	Term Loan, 4.50%, Maturing October 23, 2017		1,677,736
		Mediacom Illinois, LLC
	3,934	Term Loan, 2.01%, Maturing January 31, 2015		3,830,927
	988	Term Loan, 5.50%, Maturing March 31, 2017		997,375
		Mediacom, LLC
	920	Term Loan, 4.50%, Maturing October 23, 2017		922,676
		ProSiebenSat.1 Media AG
EUR	93	Term Loan, 2.58%, Maturing July 2, 2014		123,498
EUR	904	Term Loan, 2.58%, Maturing July 2, 2014		1,206,380
EUR	369	Term Loan, 3.68%, Maturing March 6, 2015		471,634
EUR	3,144	Term Loan, 2.92%, Maturing June 26, 2015		4,227,060
EUR	140	Term Loan, 2.96%, Maturing July 3, 2015		188,569
EUR	369	Term Loan, 3.93%, Maturing March 4, 2016		471,634
EUR	436	Term Loan, 8.30%, Maturing March 6, 2017⁽²⁾		536,636
EUR	565	Term Loan - Second Lien, 5.05%, Maturing September 2, 2016		700,934
		UPC Broadband Holding B.V.
	429	Term Loan, 3.76%, Maturing December 30, 2016		430,195
EUR	2,614	Term Loan, 4.63%, Maturing December 31, 2016		3,599,519
	1,410	Term Loan, 3.76%, Maturing December 29, 2017		1,414,139
EUR	1,732	Term Loan, 4.88%, Maturing December 31, 2017		2,388,000
		Virgin Media Investment Holding
GBP	1,000	Term Loan, 4.03%, Maturing June 30, 2015		1,633,777
GBP	1,000	Term Loan, 4.53%, Maturing December 31, 2015		1,633,524
		YPSO Holding SA
EUR	212	Term Loan, 4.61%, Maturing June 16, 2014⁽²⁾		264,588
EUR	253	Term Loan, 4.61%, Maturing June 16, 2014⁽²⁾		315,648
EUR	549	Term Loan, 4.61%, Maturing June 16, 2014⁽²⁾		685,607

			$	57,201,108

Chemicals and Plastics — 6.7%
		Arizona Chemical, Inc.
	618	Term Loan, 6.75%, Maturing November 21, 2016	$	626,209
		Brenntag Holding GmbH and Co. KG
	255	Term Loan, 3.77%, Maturing January 20, 2014		255,507
	1,729	Term Loan, 3.78%, Maturing January 20, 2014		1,733,407
	1,600	Term Loan - Second Lien, 6.45%, Maturing July 17, 2015		1,614,000
		Celanese Holdings, LLC
	1,555	Term Loan, 2.01%, Maturing April 2, 2014		1,562,117
	1,800	Term Loan, 3.30%, Maturing October 31, 2016		1,817,286


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
		Hexion Specialty Chemicals, Inc.
	483	Term Loan, 4.06%, Maturing May 5, 2015	$	482,500
	852	Term Loan, 4.06%, Maturing May 5, 2015		852,610
	1,908	Term Loan, 4.06%, Maturing May 5, 2015		1,910,675
		Houghton International, Inc.
	921	Term Loan, 6.75%, Maturing January 29, 2016		932,547
		Huntsman International, LLC
	2,136	Term Loan, 1.80%, Maturing April 21, 2014		2,133,327
	855	Term Loan, 2.53%, Maturing June 30, 2016		857,780
		INEOS Group
	3,195	Term Loan, 7.50%, Maturing December 16, 2013		3,303,207
	3,137	Term Loan, 8.00%, Maturing December 16, 2014		3,243,334
EUR	1,250	Term Loan, 9.00%, Maturing December 16, 2015		1,815,497
		ISP Chemco, Inc.
	1,414	Term Loan, 1.81%, Maturing June 4, 2014		1,407,553
		MacDermid, Inc.
EUR	685	Term Loan, 3.07%, Maturing April 11, 2014		919,946
	515	Term Loan, 2.26%, Maturing April 12, 2014		509,902
		Millenium Inorganic Chemicals
	1,350	Term Loan, 2.55%, Maturing May 15, 2014		1,346,796
		Nalco Co.
	1,571	Term Loan, 4.50%, Maturing October 5, 2017		1,589,392
		Omnova Solutions, Inc.
	998	Term Loan, 5.75%, Maturing May 31, 2017		1,011,839
		Rockwood Specialties Group, Inc.
	2,400	Term Loan, 3.75%, Maturing February 9, 2018		2,431,001
		Schoeller Arca Systems Holding
EUR	72	Term Loan, 5.53%, Maturing November 16, 2015⁽⁵⁾		68,805
EUR	206	Term Loan, 5.53%, Maturing November 16, 2015⁽⁵⁾		196,175
EUR	222	Term Loan, 5.53%, Maturing November 16, 2015⁽⁵⁾		211,103
		Solutia, Inc.
	2,535	Term Loan, 4.50%, Maturing March 17, 2017		2,546,441
		Styron S.A.R.L.
	3,150	Term Loan, 6.00%, Maturing August 2, 2017		3,186,619
		Univar, Inc.
	1,775	Term Loan, Maturing July 3, 2017⁽⁷⁾		1,784,152

			$	40,349,727

Clothing/Textiles — 0.2%
		Phillips-Van Heusen Corp.
	1,084	Term Loan, 5.25%, Maturing May 6, 2016	$	1,084,472

			$	1,084,472

Conglomerates — 2.9%
		Gentek
	673	Term Loan, 6.75%, Maturing October 6, 2015	$	686,779
		Goodman Global Holdings, Inc.
	2,045	Term Loan, 5.75%, Maturing October 28, 2016		2,066,283
		Jarden Corp.
	2,141	Term Loan, 3.55%, Maturing January 26, 2015		2,157,427
		Manitowoc Company, Inc. (The)
	811	Term Loan, 8.00%, Maturing November 6, 2014		820,650
		RBS Global, Inc.
	336	Term Loan, 2.56%, Maturing July 19, 2013		335,157
	4,425	Term Loan, 2.81%, Maturing July 19, 2013		4,428,429
		RGIS Holdings, LLC
	134	Term Loan, 2.80%, Maturing April 30, 2014		132,379
	2,674	Term Loan, 2.80%, Maturing April 30, 2014		2,647,569
		Service Master Co.
	181	Term Loan, 2.77%, Maturing July 24, 2014		178,505
	1,814	Term Loan, 2.77%, Maturing July 24, 2014		1,792,483


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
		US Investigations Services, Inc.
	985	Term Loan, 3.05%, Maturing February 21, 2015	$	979,360
	920	Term Loan, 7.75%, Maturing February 21, 2015		942,234

			$	17,167,255

Containers and Glass Products — 3.6%
		Berry Plastics Corp.
	1,866	Term Loan, 2.31%, Maturing April 3, 2015	$	1,820,134
		BWAY Corp.
	79	Term Loan, 4.50%, Maturing February 23, 2018		79,651
	891	Term Loan, 4.50%, Maturing February 23, 2018		897,144
		Consolidated Container Co.
	1,000	Term Loan - Second Lien, 5.75%, Maturing September 28, 2014		902,500
		Graham Packaging Holdings Co.
	2,804	Term Loan, 6.75%, Maturing April 5, 2014		2,831,406
	1,247	Term Loan, 6.00%, Maturing September 23, 2016		1,261,236
		Graphic Packaging International, Inc.
	2,151	Term Loan, 2.30%, Maturing May 16, 2014		2,151,571
	1,238	Term Loan, 3.05%, Maturing May 16, 2014		1,242,978
		Hilex Poly Co.
	1,000	Term Loan, 11.25%, Maturing November 16, 2015		1,025,000
		JSG Acquisitions
	1,325	Term Loan, 3.68%, Maturing December 31, 2014		1,327,262
		Pelican Products, Inc.
	875	Term Loan, 5.75%, Maturing November 30, 2016		885,937
		Reynolds Group Holdings, Inc.
	3,025	Term Loan, 4.25%, Maturing February 9, 2018		3,047,687
		Smurfit Kappa Acquisitions
	1,325	Term Loan, 3.43%, Maturing December 31, 2014		1,327,262
		Smurfit-Stone Container Corp.
	2,687	Term Loan, 6.75%, Maturing July 15, 2016		2,713,365

			$	21,513,133

Cosmetics/Toiletries — 1.8%
		Alliance Boots Holdings, Ltd.
GBP	2,000	Term Loan, 3.58%, Maturing July 5, 2015	$	3,151,727
EUR	1,000	Term Loan, 3.80%, Maturing July 5, 2015		1,359,683
		Bausch & Lomb, Inc.
	681	Term Loan, 3.51%, Maturing April 24, 2015		683,656
	2,806	Term Loan, 3.54%, Maturing April 24, 2015		2,815,657
		KIK Custom Products, Inc.
	1,075	Term Loan - Second Lien, 5.30%, Maturing November 30, 2014		738,167
		Prestige Brands, Inc.
	1,940	Term Loan, 4.75%, Maturing March 24, 2016		1,960,377

			$	10,709,267

Drugs — 0.8%
		Axcan Pharma, Inc.
	1,625	Term Loan, 3.92%, Maturing February 10, 2017⁽³⁾	$	1,632,871
		Graceway Pharmaceuticals, LLC
	1,328	Term Loan, 5.01%, Maturing May 3, 2012		599,782
	302	Term Loan, 10.01%, Maturing November 3, 2013⁽²⁾⁽⁵⁾		3,017
	1,500	Term Loan - Second Lien, 0.00%, Maturing May 3, 2013⁽⁴⁾		111,251
		Pharmaceutical Holdings Corp.
	109	Term Loan, 4.52%, Maturing January 30, 2012		108,009
		Warner Chilcott Corp.
	736	Term Loan, 6.00%, Maturing October 30, 2014		738,503
	364	Term Loan, 6.25%, Maturing April 30, 2015		367,375
	607	Term Loan, 6.25%, Maturing April 30, 2015		611,747


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
	646	Term Loan, 6.50%, Maturing February 22, 2016	$	652,148

			$	4,824,703

Ecological Services and Equipment — 1.6%
		Cory Environmental Holdings
GBP	500	Term Loan - Second Lien, 5.04%, Maturing September 30, 2014	$	589,298
		Kemble Water Structure, Ltd.
GBP	4,500	Term Loan - Second Lien, 5.03%, Maturing October 13, 2013		7,220,926
		Sensus Metering Systems, Inc.
	1,680	Term Loan, 7.00%, Maturing June 3, 2013		1,691,380

			$	9,501,604

Electronics/Electrical — 5.5%
		Aspect Software, Inc.
	2,781	Term Loan, 6.25%, Maturing April 19, 2016	$	2,809,302
		Attachmate Corp.
	1,075	Term Loan, Maturing February 24, 2017⁽⁷⁾		1,069,625
		Christie/Aix, Inc.
	753	Term Loan, 5.25%, Maturing April 29, 2016		753,356
		Edwards (Cayman Island II), Ltd.
	1,400	Term Loan, 5.50%, Maturing May 31, 2016		1,394,750
		FCI International S.A.S.
	175	Term Loan, 3.68%, Maturing November 1, 2013		173,406
	181	Term Loan, 3.68%, Maturing November 1, 2013		180,120
	175	Term Loan, 3.68%, Maturing October 31, 2014		173,406
	181	Term Loan, 3.68%, Maturing October 31, 2014		180,120
		Freescale Semiconductor, Inc.
	3,772	Term Loan, 4.51%, Maturing December 1, 2016		3,774,300
		Infor Enterprise Solutions Holdings
	1,458	Term Loan, 5.02%, Maturing July 28, 2015		1,407,393
	1,634	Term Loan, 6.02%, Maturing July 28, 2015		1,617,096
	3,133	Term Loan, 6.02%, Maturing July 28, 2015		3,098,455
	500	Term Loan - Second Lien, 5.76%, Maturing March 2, 2014		431,250
	183	Term Loan - Second Lien, 6.51%, Maturing March 2, 2014		158,583
	317	Term Loan - Second Lien, 6.51%, Maturing March 2, 2014		277,083
		Network Solutions, LLC
	541	Term Loan, 2.52%, Maturing March 7, 2014		538,700
		Open Solutions, Inc.
	2,867	Term Loan, 2.43%, Maturing January 23, 2014		2,592,663
		Sensata Technologies B.V.
EUR	1,000	Term Loan, 3.06%, Maturing April 26, 2013		1,370,176
		Sensata Technologies Finance Co.
	3,737	Term Loan, 2.05%, Maturing April 26, 2013		3,735,811
		Shield Finance Co. S.A.R.L.
	960	Term Loan, 7.75%, Maturing June 15, 2016		971,179
		Spansion, LLC
	558	Term Loan, 6.50%, Maturing January 8, 2015		563,852
		Spectrum Brands, Inc.
	3,300	Term Loan, 5.01%, Maturing June 17, 2016		3,340,564
		SS&C Technologies, Inc.
	597	Term Loan, 2.30%, Maturing November 23, 2012		594,429
		VeriFone, Inc.
	748	Term Loan, 3.02%, Maturing October 31, 2013		749,870
		Vertafore, Inc.
	1,120	Term Loan, 5.25%, Maturing July 29, 2016		1,131,200

			$	33,086,689

Equipment Leasing — 0.5%
		Hertz Corp.
	444	Term Loan, 2.01%, Maturing December 21, 2012		444,845


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
	2,391	Term Loan, 2.01%, Maturing December 21, 2012	$	2,393,330

			$	2,838,175

Farming/Agriculture — 0.3%
		CF Industries, Inc.
	332	Term Loan, 4.25%, Maturing April 6, 2015	$	334,056
		WM. Bolthouse Farms, Inc.
	1,721	Term Loan, 5.50%, Maturing February 11, 2016		1,735,871

			$	2,069,927

Financial Intermediaries — 5.3%
		Citco III, Ltd.
	2,922	Term Loan, 4.46%, Maturing June 30, 2014	$	2,936,935
		Fidelity National Information Services, Inc.
	2,743	Term Loan, 5.25%, Maturing July 18, 2016		2,774,248
		First Data Corp.
	500	Term Loan, 3.01%, Maturing September 24, 2014		474,656
	951	Term Loan, 3.01%, Maturing September 24, 2014		902,622
	2,406	Term Loan, 3.01%, Maturing September 24, 2014		2,284,794
		Grosvenor Capital Management
	1,397	Term Loan, 4.31%, Maturing December 5, 2016		1,379,417
		HarbourVest Partners, LLC
	1,432	Term Loan, 6.25%, Maturing December 14, 2016		1,446,194
		Interactive Data Corp.
	2,592	Term Loan, 4.75%, Maturing February 12, 2018		2,619,518
		Jupiter Asset Management Group
GBP	334	Term Loan, 4.37%, Maturing March 17, 2015		542,367
		LPL Holdings, Inc.
	1,012	Term Loan, 2.04%, Maturing June 28, 2013		1,015,589
	3,185	Term Loan, 4.25%, Maturing June 25, 2015		3,202,756
	2,361	Term Loan, 5.25%, Maturing June 28, 2017		2,392,475
		MSCI, Inc.
	3,543	Term Loan, 4.75%, Maturing June 1, 2016		3,570,447
		Nuveen Investments, Inc.
	1,811	Term Loan, 3.30%, Maturing November 13, 2014		1,764,549
	2,116	Term Loan, 5.80%, Maturing May 12, 2017		2,116,013
		Oxford Acquisition III, Ltd.
	374	Term Loan, 2.05%, Maturing May 12, 2014		371,946
		RJO Holdings Corp. (RJ O’Brien)
	15	Term Loan, 6.27%, Maturing December 10, 2015⁽⁵⁾		12,549
	485	Term Loan, 6.27%, Maturing December 10, 2015⁽⁵⁾		387,143
		Towergate Finance, PLC
GBP	1,000	Term Loan, 6.50%, Maturing August 4, 2017		1,617,521

			$	31,811,739

Food Products — 3.9%
		Acosta, Inc.
	3,201	Term Loan, 4.50%, Maturing July 28, 2013	$	3,231,055
		American Seafoods Group, LLC
	783	Term Loan, 5.50%, Maturing May 7, 2015		785,870
		Dean Foods Co.
	3,698	Term Loan, 1.81%, Maturing April 2, 2014		3,602,704
		Dole Food Company, Inc.
	1,821	Term Loan, 5.04%, Maturing March 2, 2017		1,838,816
	733	Term Loan, 5.06%, Maturing March 2, 2017		740,339
		Michael Foods Holdings, Inc.
	796	Term Loan, 4.25%, Maturing February 23, 2018		804,378
		Pierre Foods, Inc.
	1,397	Term Loan, 7.00%, Maturing September 30, 2016		1,409,156
		Pinnacle Foods Finance, LLC
	7,425	Term Loan, 2.76%, Maturing April 2, 2014		7,419,731


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
		Provimi Group SA
	220	Term Loan, 2.51%, Maturing June 28, 2015	$	216,319
	270	Term Loan, 2.51%, Maturing June 28, 2015		266,207
EUR	284	Term Loan, 3.11%, Maturing June 28, 2015		386,099
EUR	459	Term Loan, 3.11%, Maturing June 28, 2015		622,975
EUR	490	Term Loan, 3.11%, Maturing June 28, 2015		665,395
EUR	632	Term Loan, 3.11%, Maturing June 28, 2015		858,060
	178	Term Loan - Second Lien, 4.51%, Maturing December 28, 2016		165,433
EUR	29	Term Loan - Second Lien, 5.11%, Maturing December 28, 2016		37,241
EUR	397	Term Loan - Second Lien, 5.11%, Maturing December 28, 2016		510,048

			$	23,559,826

Food Service — 6.0%
		Aramark Corp.
	194	Term Loan, 2.14%, Maturing January 27, 2014	$	193,783
	2,401	Term Loan, 2.18%, Maturing January 27, 2014		2,402,673
GBP	1,200	Term Loan, 2.76%, Maturing January 27, 2014		1,892,255
	348	Term Loan, 3.51%, Maturing July 26, 2016		350,179
	5,298	Term Loan, 3.55%, Maturing July 26, 2016		5,324,705
		Buffets, Inc.
	1,413	Term Loan, 12.00%, Maturing April 21, 2015⁽²⁾		1,279,052
	132	Term Loan, 7.55%, Maturing April 22, 2015⁽²⁾		105,669
		Burger King Corp.
	5,200	Term Loan, 4.50%, Maturing October 19, 2016		5,235,209
		CBRL Group, Inc.
	1,005	Term Loan, 1.81%, Maturing April 29, 2013		1,005,877
	642	Term Loan, 2.82%, Maturing April 27, 2016		644,043
		Del Monte Corp.
	4,175	Term Loan, 4.50%, Maturing February 26, 2018		4,208,271
		Denny’s, Inc.
	816	Term Loan, 7.00%, Maturing September 20, 2016		824,660
		Dunkin Brands, Inc.
	3,125	Term Loan, 4.25%, Maturing November 23, 2017		3,150,391
		NPC International, Inc.
	296	Term Loan, 2.04%, Maturing May 3, 2013		294,319
		OSI Restaurant Partners, LLC
	404	Term Loan, 2.56%, Maturing June 14, 2013		398,138
	4,139	Term Loan, 2.63%, Maturing June 14, 2014		4,079,740
		QCE Finance, LLC
	1,120	Term Loan, 5.01%, Maturing May 5, 2013		1,065,377
		Sagittarius Restaurants, LLC
	586	Term Loan, 7.51%, Maturing May 18, 2015		589,705
		Selecta
EUR	741	Term Loan - Second Lien, 5.24%, Maturing December 28, 2015		746,704
		U.S. Foodservice, Inc.
	1,000	Term Loan, 2.76%, Maturing July 3, 2014		968,750
		Wendy’s/Arby’s Restaurants, LLC
	995	Term Loan, 5.00%, Maturing May 24, 2017		1,005,883

			$	35,765,383

Food/Drug Retailers — 3.6%
		General Nutrition Centers, Inc.
	5,647	Term Loan, 3.30%, Maturing September 16, 2013	$	5,639,740
		NBTY, Inc.
	2,375	Term Loan, 6.25%, Maturing October 2, 2017		2,405,925
		Pantry, Inc. (The)
	244	Term Loan, 2.02%, Maturing May 15, 2014		240,062
	846	Term Loan, 2.02%, Maturing May 15, 2014		833,739
		Rite Aid Corp.
	8,600	Term Loan, 2.02%, Maturing June 4, 2014		8,346,159
	1,173	Term Loan, 6.00%, Maturing June 4, 2014		1,177,399


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
		Roundy’s Supermarkets, Inc.
	3,042	Term Loan, 7.00%, Maturing November 3, 2013	$	3,065,753

			$	21,708,777

Forest Products — 1.3%
		Georgia-Pacific Corp.
	1,912	Term Loan, 2.30%, Maturing December 20, 2012	$	1,916,153
	4,291	Term Loan, 2.30%, Maturing December 21, 2012		4,300,165
	1,537	Term Loan, 3.55%, Maturing December 23, 2014		1,543,339

			$	7,759,657

Health Care — 17.2%
		1-800-Contacts, Inc.
	910	Term Loan, 7.70%, Maturing March 4, 2015	$	915,248
		Alliance Healthcare Services
	1,337	Term Loan, 5.50%, Maturing June 1, 2016		1,347,777
		Ardent Medical Services, Inc.
	1,265	Term Loan, 6.50%, Maturing September 15, 2015		1,277,564
		Ascend Learning
	1,250	Term Loan, 7.75%, Maturing December 6, 2016		1,246,875
		Aveta Holdings, LLC
	619	Term Loan, 8.50%, Maturing April 14, 2015		623,381
	619	Term Loan, 8.50%, Maturing April 14, 2015		623,381
		Biomet, Inc.
	6,859	Term Loan, 3.29%, Maturing March 25, 2015		6,868,563
		Bright Horizons Family Solutions, Inc.
	1,048	Term Loan, 7.50%, Maturing May 28, 2015		1,056,548
		Cardinal Health 409, Inc.
	2,364	Term Loan, 2.51%, Maturing April 10, 2014		2,340,608
		Carestream Health, Inc.
	1,725	Term Loan, Maturing February 25, 2017⁽⁷⁾		1,716,529
		Carl Zeiss Vision Holding GmbH
	1,170	Term Loan, 1.87%, Maturing October 24, 2014		1,073,475
	130	Term Loan, 4.00%, Maturing September 30, 2019		104,000
		CDRL MS, Inc.
	934	Term Loan, 6.75%, Maturing September 29, 2016		943,738
		Community Health Systems, Inc.
	350	Term Loan, 2.56%, Maturing July 25, 2014		348,294
	6,804	Term Loan, 2.56%, Maturing July 25, 2014		6,760,991
	3,421	Term Loan, 3.81%, Maturing January 25, 2017		3,436,545
		ConMed Corp.
	488	Term Loan, 1.77%, Maturing April 12, 2013		459,033
		CRC Health Corp.
	2,042	Term Loan, 4.80%, Maturing November 16, 2015		2,042,371
		Dako EQT Project Delphi
	500	Term Loan - Second Lien, 4.05%, Maturing December 12, 2016		441,875
		DaVita, Inc.
	3,400	Term Loan, 4.50%, Maturing October 20, 2016		3,433,368
		DJO Finance, LLC
	720	Term Loan, 3.26%, Maturing May 20, 2014		716,779
		Fresenius Medical Care Holdings
	2,807	Term Loan, 1.68%, Maturing March 31, 2013		2,803,986
		Fresenius SE
	310	Term Loan, 4.50%, Maturing September 10, 2014		312,434
	690	Term Loan, 4.50%, Maturing September 10, 2014		695,691
		Grifols SA
	2,400	Term Loan, Maturing November 23, 2016⁽⁷⁾		2,433,490
		Hanger Orthopedic Group, Inc.
	750	Term Loan, 5.25%, Maturing November 17, 2016		760,313
		Harvard Drug Group, LLC
	116	Term Loan, 6.50%, Maturing April 8, 2016		115,764


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
	846	Term Loan, 6.50%, Maturing April 8, 2016	$	841,923
		HCA, Inc.
	2,690	Term Loan, 2.55%, Maturing November 18, 2013		2,686,178
	6,452	Term Loan, 3.55%, Maturing March 31, 2017		6,486,027
		Health Management Associates, Inc.
	9,075	Term Loan, 2.05%, Maturing February 28, 2014		9,030,803
		Iasis Healthcare, LLC
	154	Term Loan, 2.26%, Maturing March 14, 2014		153,733
	563	Term Loan, 2.26%, Maturing March 14, 2014		562,088
	1,627	Term Loan, 2.26%, Maturing March 14, 2014		1,623,954
		Ikaria Acquisition, Inc.
	895	Term Loan, 7.00%, Maturing May 16, 2016		871,506
		IM U.S. Holdings, LLC
	970	Term Loan, 2.26%, Maturing June 26, 2014		965,757
	700	Term Loan - Second Lien, 4.51%, Maturing June 26, 2015		697,375
		IMS Health, Inc.
	1,436	Term Loan, 5.25%, Maturing February 26, 2016		1,452,300
		inVentiv Health, Inc.
	817	Term Loan, 1.63%, Maturing August 4, 2016⁽³⁾		821,771
	408	Term Loan, 4.75%, Maturing August 4, 2016		410,885
	920	Term Loan, 4.75%, Maturing August 14, 2016		926,127
		Lifepoint Hospitals, Inc.
	2,251	Term Loan, 3.07%, Maturing April 15, 2015		2,257,318
		MedAssets, Inc.
	1,050	Term Loan, 5.25%, Maturing November 16, 2016		1,060,062
		MPT Operating Partnership, L.P.
	1,166	Term Loan, 5.00%, Maturing May 17, 2016		1,171,621
		MultiPlan, Inc.
	2,885	Term Loan, 4.75%, Maturing August 26, 2017		2,912,562
		Mylan, Inc.
	936	Term Loan, 3.56%, Maturing October 2, 2014		942,723
		Nyco Holdings
EUR	472	Term Loan, 4.86%, Maturing December 29, 2014		644,762
EUR	471	Term Loan, 5.36%, Maturing December 29, 2015		644,603
		Physiotherapy Associates, Inc.
	725	Term Loan, 7.50%, Maturing June 27, 2013		725,757
		Prime Healthcare Services, Inc.
	2,630	Term Loan, 7.25%, Maturing April 22, 2015		2,584,098
		RadNet Management, Inc.
	1,216	Term Loan, 5.75%, Maturing April 1, 2016		1,220,752
		ReAble Therapeutics Finance, LLC
	2,630	Term Loan, 2.27%, Maturing November 18, 2013		2,617,088
		RehabCare Group, Inc.
	814	Term Loan, 6.00%, Maturing November 24, 2015		820,106
		Renal Advantage Holdings, Inc.
	825	Term Loan, 5.75%, Maturing December 16, 2016		837,891
		Select Medical Holdings Corp.
	2,466	Term Loan, 4.14%, Maturing August 22, 2014		2,479,823
		Skillsoft Corp.
	995	Term Loan, 6.50%, Maturing May 26, 2017		1,011,169
		Sunquest Information Systems, Inc.
	850	Term Loan, 6.25%, Maturing December 16, 2016		854,781
		Sunrise Medical Holdings, Inc.
EUR	272	Term Loan, 6.75%, Maturing May 13, 2014		347,195
		TZ Merger Sub., Inc.
	723	Term Loan, 6.75%, Maturing August 4, 2015		725,762
		Universal Health Services, Inc.
	2,575	Term Loan, 5.50%, Maturing November 15, 2016		2,605,032
		Vanguard Health Holding Co., LLC
	1,787	Term Loan, 5.00%, Maturing January 29, 2016		1,803,952


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
		VWR Funding, Inc.
	2,148	Term Loan, 2.76%, Maturing June 30, 2014	$	2,143,080

			$	102,839,185

Home Furnishings — 0.6%
		Hunter Fan Co.
	413	Term Loan, 2.77%, Maturing April 16, 2014	$	383,998
		National Bedding Co., LLC
	1,449	Term Loan, 3.81%, Maturing November 28, 2013		1,452,005
	2,050	Term Loan - Second Lien, 5.31%, Maturing February 28, 2014		2,039,750

			$	3,875,753

Industrial Equipment — 4.1%
		Alliance Laundry Systems, LLC
	979	Term Loan, 6.25%, Maturing September 30, 2016	$	988,125
		Brand Energy and Infrastructure Services, Inc.
	688	Term Loan, 2.56%, Maturing February 7, 2014		677,464
	830	Term Loan, 3.56%, Maturing February 7, 2014		824,056
		Bucyrus International, Inc.
	1,449	Term Loan, 4.25%, Maturing February 19, 2016		1,458,655
		Butterfly Wendel US, Inc.
	304	Term Loan, 3.46%, Maturing June 23, 2014		295,217
	304	Term Loan, 4.21%, Maturing June 22, 2015		295,122
		EPD Holdings, (Goodyear Engineering Products)
	242	Term Loan, 2.77%, Maturing July 31, 2014		227,262
	1,691	Term Loan, 2.77%, Maturing July 31, 2014		1,586,732
	850	Term Loan - Second Lien, 6.01%, Maturing July 13, 2015		748,000
		Excelitas Technologies Corp.
	998	Term Loan, 5.50%, Maturing November 23, 2016		1,007,475
		Generac Acquisition Corp.
	1,364	Term Loan, 2.80%, Maturing November 11, 2013		1,362,347
		Gleason Corp.
	700	Term Loan, 2.04%, Maturing June 30, 2013		692,652
		Jason, Inc.
	77	Term Loan, 8.25%, Maturing September 21, 2014		76,892
	195	Term Loan, 8.25%, Maturing September 21, 2014		195,864
		John Maneely Co.
	4,296	Term Loan, 3.55%, Maturing December 9, 2013		4,283,350
		KION Group GmbH
	1,018	Term Loan, 2.51%, Maturing December 23, 2014⁽²⁾		983,241
	1,018	Term Loan, 2.76%, Maturing December 23, 2015⁽²⁾		983,241
		Pinafore, LLC
	2,393	Term Loan, 4.25%, Maturing September 29, 2016		2,406,764
		Polypore, Inc.
	4,627	Term Loan, 2.27%, Maturing July 3, 2014		4,554,812
		Sequa Corp.
	794	Term Loan, 3.56%, Maturing December 3, 2014		788,750

			$	24,436,021

Insurance — 3.0%
		Alliant Holdings I, Inc.
	3,753	Term Loan, 3.30%, Maturing August 21, 2014	$	3,658,953
		AmWINS Group, Inc.
	956	Term Loan, 2.82%, Maturing June 8, 2013		954,705
	500	Term Loan - Second Lien, 5.81%, Maturing June 8, 2014		456,250
		Applied Systems, Inc.
	1,575	Term Loan, 5.50%, Maturing December 8, 2016		1,586,156
		CCC Information Services Group, Inc.
	1,625	Term Loan, 5.50%, Maturing November 11, 2015		1,644,805
		Conseco, Inc.
	1,625	Term Loan, 7.50%, Maturing September 30, 2016		1,638,541


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
		Crawford & Company
	1,275	Term Loan, 5.25%, Maturing October 30, 2013	$	1,280,420
		Crump Group, Inc.
	737	Term Loan, 3.27%, Maturing August 1, 2014		730,729
		HUB International Holdings, Inc.
	430	Term Loan, 2.80%, Maturing June 13, 2014		429,556
	1,911	Term Loan, 2.80%, Maturing June 13, 2014		1,911,507
	617	Term Loan, 6.75%, Maturing June 13, 2014		622,974
		U.S.I. Holdings Corp.
	3,340	Term Loan, 2.76%, Maturing May 5, 2014		3,323,011

			$	18,237,607

Leisure Goods/Activities/Movies — 7.7%
		24 Hour Fitness Worldwide, Inc.
	995	Term Loan, 6.75%, Maturing April 22, 2016	$	973,856
		Alpha D2, Ltd.
	1,016	Term Loan, Maturing December 31, 2013⁽⁷⁾		1,003,819
	1,484	Term Loan, Maturing December 31, 2013⁽⁷⁾		1,465,243
	2,000	Term Loan - Second Lien, 3.96%, Maturing June 30, 2014		1,965,000
		AMC Entertainment, Inc.
	5,432	Term Loan, 3.51%, Maturing December 16, 2016		5,473,429
		Bombardier Recreational Products
	3,028	Term Loan, 2.81%, Maturing June 28, 2013		3,015,074
		Carmike Cinemas, Inc.
	2,643	Term Loan, 5.50%, Maturing January 27, 2016		2,677,328
		Cedar Fair, L.P.
	2,265	Term Loan, 4.00%, Maturing December 15, 2017		2,279,019
		Cinemark, Inc.
	3,903	Term Loan, 3.54%, Maturing April 29, 2016		3,936,243
		ClubCorp Club Operations, Inc.
	725	Term Loan, 6.00%, Maturing November 9, 2016		734,063
		Dave & Buster’s, Inc.
	993	Term Loan, 6.00%, Maturing June 1, 2016		999,323
		Deluxe Entertainment Services Group, Inc.
	62	Term Loan, 6.25%, Maturing May 11, 2013		62,008
	992	Term Loan, 6.25%, Maturing May 11, 2013		992,126
		Fender Musical Instruments Corp.
	288	Term Loan, 2.52%, Maturing June 9, 2014		271,056
	569	Term Loan, 2.52%, Maturing June 9, 2014		536,546
		Miramax Film NY, LLC
	1,125	Term Loan, 7.75%, Maturing May 20, 2016		1,150,312
		National CineMedia, LLC
	2,850	Term Loan, 2.06%, Maturing February 13, 2015		2,841,687
		Regal Cinemas Corp.
	4,050	Term Loan, Maturing August 23, 2017⁽⁷⁾		4,076,155
		Revolution Studios Distribution Co., LLC
	1,066	Term Loan, 4.02%, Maturing December 21, 2014		836,596
	900	Term Loan - Second Lien, 7.27%, Maturing June 21, 2015⁽⁵⁾		297,000
		SeaWorld Parks & Entertainment, Inc.
	2,005	Term Loan, 4.00%, Maturing August 17, 2017		2,018,845
		Six Flags Theme Parks, Inc.
	3,506	Term Loan, 5.50%, Maturing June 30, 2016		3,546,382
		Universal City Development Partners, Ltd.
	2,822	Term Loan, 5.50%, Maturing November 6, 2014		2,857,356
		Zuffa, LLC
	1,947	Term Loan, 2.31%, Maturing June 19, 2015		1,913,113

			$	45,921,579

Lodging and Casinos — 2.9%
		Ameristar Casinos, Inc.
	1,164	Term Loan, 3.55%, Maturing November 10, 2012		1,167,751


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
		Harrah’s Operating Co.
	408	Term Loan, 3.30%, Maturing January 28, 2015	$	378,685
	2,772	Term Loan, 3.30%, Maturing January 28, 2015		2,581,505
	2,970	Term Loan, 9.50%, Maturing October 31, 2016		3,158,099
		Isle of Capri Casinos, Inc.
	440	Term Loan, 5.00%, Maturing November 25, 2013		440,495
	598	Term Loan, 5.00%, Maturing November 25, 2013		598,174
	1,494	Term Loan, 5.00%, Maturing November 25, 2013		1,495,431
		Las Vegas Sands, LLC
	177	Term Loan, 2.04%, Maturing May 23, 2014		176,017
	821	Term Loan, 2.04%, Maturing May 23, 2014		816,485
	395	Term Loan, 3.04%, Maturing November 23, 2016		394,488
	1,349	Term Loan, 3.04%, Maturing November 23, 2016		1,345,263
		LodgeNet Entertainment Corp.
	1,859	Term Loan, 2.31%, Maturing April 4, 2014		1,732,738
		Penn National Gaming, Inc.
	1,002	Term Loan, 2.03%, Maturing October 3, 2012		1,001,595
		Tropicana Entertainment, Inc.
	191	Term Loan, 15.00%, Maturing December 29, 2012		215,527
		VML US Finance, LLC
	185	Term Loan, 4.79%, Maturing May 25, 2012		185,897
	431	Term Loan, 4.79%, Maturing May 27, 2013		432,655
	991	Term Loan, 4.79%, Maturing May 27, 2013		993,434

			$	17,114,239

Nonferrous Metals/Minerals — 1.1%
		Euramax International, Inc.
	343	Term Loan, 10.00%, Maturing June 29, 2013	$	333,654
	334	Term Loan, 14.00%, Maturing June 29, 2013⁽²⁾		324,834
		Fairmount Minerals, Ltd.
	1,093	Term Loan, 6.25%, Maturing August 5, 2016		1,107,617
		Noranda Aluminum Acquisition
	300	Term Loan, 2.01%, Maturing May 18, 2014		299,424
		Novelis, Inc.
	2,325	Term Loan, 5.25%, Maturing December 19, 2016		2,358,629
		Oxbow Carbon and Mineral Holdings
	2,306	Term Loan, 3.80%, Maturing May 8, 2016		2,331,977

			$	6,756,135

Oil and Gas — 2.9%
		Big West Oil, LLC
	825	Term Loan, 7.00%, Maturing March 31, 2016	$	837,547
		CITGO Petroleum Corp.
	634	Term Loan, 8.00%, Maturing June 24, 2015		666,230
	2,861	Term Loan, 9.00%, Maturing June 23, 2017		3,020,342
		Crestwood Holdings, LLC
	566	Term Loan, 10.50%, Maturing September 30, 2016		582,165
		Dynegy Holdings, Inc.
	368	Term Loan, 4.02%, Maturing April 2, 2013		366,825
	5,623	Term Loan, 4.02%, Maturing April 2, 2013		5,599,711
		Obsidian Natural Gas Trust
	3,568	Term Loan, 7.00%, Maturing November 2, 2015		3,674,912
		SemGroup Corp.
	471	Term Loan, 1.85%, Maturing November 30, 2012		475,687
		Sheridan Production Partners I, LLC
	121	Term Loan, 7.50%, Maturing April 20, 2017		121,683
	198	Term Loan, 7.50%, Maturing April 20, 2017		199,217
	1,493	Term Loan, 7.50%, Maturing April 20, 2017		1,503,432

			$	17,047,751


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
Publishing — 6.1%
		Aster Zweite Beteiligungs GmbH
	1,850	Term Loan, 2.71%, Maturing September 27, 2013	$	1,853,469
		Cengage Learning, Inc.
	1,000	Term Loan, 2.55%, Maturing July 3, 2014		965,063
		GateHouse Media Operating, Inc.
	649	Term Loan, 2.27%, Maturing August 28, 2014		308,425
	1,522	Term Loan, 2.27%, Maturing August 28, 2014		723,612
	748	Term Loan, 2.52%, Maturing August 28, 2014		355,875
		Getty Images, Inc.
	2,494	Term Loan, 5.25%, Maturing November 7, 2016		2,531,156
		IWCO Direct, Inc.
	189	Term Loan, 3.64%, Maturing August 5, 2014		161,423
	1,811	Term Loan, 3.64%, Maturing August 7, 2014		1,548,577
		Lamar Media Corp.
	811	Term Loan, 4.25%, Maturing December 30, 2016		817,931
		Laureate Education, Inc.
	495	Term Loan, 3.55%, Maturing August 17, 2014		486,105
	3,304	Term Loan, 3.55%, Maturing August 17, 2014		3,246,900
	1,481	Term Loan, 7.00%, Maturing August 31, 2014		1,496,063
		MediaNews Group, Inc.
	309	Term Loan, 8.50%, Maturing March 19, 2014		304,304
		Merrill Communications, LLC
	5,113	Term Loan, 7.50%, Maturing December 24, 2012		5,113,132
		Nelson Education, Ltd.
	473	Term Loan, 2.80%, Maturing July 5, 2014		430,247
		Nielsen Finance, LLC
	6,253	Term Loan, 2.26%, Maturing August 9, 2013		6,258,668
	1,978	Term Loan, 4.01%, Maturing May 2, 2016		1,992,138
		SGS International, Inc.
	528	Term Loan, 3.96%, Maturing September 30, 2013		529,039
		Source Interlink Companies, Inc.
	902	Term Loan, 10.75%, Maturing June 18, 2013		861,621
	583	Term Loan, 15.00%, Maturing March 18, 2014⁽²⁾		425,744
		Trader Media Corp.
GBP	1,475	Term Loan, 2.62%, Maturing March 23, 2015		2,319,739
		Xsys, Inc.
	1,642	Term Loan, 2.71%, Maturing December 31, 2014		1,644,588
	1,834	Term Loan, 2.71%, Maturing December 31, 2014		1,837,789

			$	36,211,608

Radio and Television — 2.4%
		Block Communications, Inc.
	903	Term Loan, 2.30%, Maturing December 22, 2011	$	882,194
		CMP KC, LLC
	1,047	Term Loan, 6.42%, Maturing May 3, 2011⁽²⁾⁽⁵⁾		300,545
		Gray Television, Inc.
	713	Term Loan, 3.77%, Maturing December 31, 2014		710,432
		HIT Entertainment, Inc.
	960	Term Loan, 5.56%, Maturing June 1, 2012		943,254
		Live Nation Worldwide, Inc.
	2,605	Term Loan, 4.50%, Maturing November 7, 2016		2,623,745
		Mission Broadcasting, Inc.
	592	Term Loan, 5.00%, Maturing September 30, 2016		593,256
		New Young Broadcasting Holding Co., Inc.
	216	Term Loan, 8.00%, Maturing June 30, 2015		217,689
		Nexstar Broadcasting, Inc.
	926	Term Loan, 5.00%, Maturing September 30, 2016		930,227
		Raycom TV Broadcasting, LLC
	1,119	Term Loan, 1.81%, Maturing June 25, 2014		1,099,786


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
		Univision Communications, Inc.
	1,940	Term Loan, 2.51%, Maturing September 29, 2014	$	1,897,217
	1,940	Term Loan, 4.51%, Maturing March 31, 2017		1,897,063
		Weather Channel
	2,275	Term Loan, 4.25%, Maturing February 13, 2017		2,300,878

			$	14,396,286

Retailers (Except Food and Drug) — 4.2%
		Amscan Holdings, Inc.
	1,746	Term Loan, 6.75%, Maturing December 4, 2017	$	1,767,437
		FTD, Inc.
	1,161	Term Loan, 6.75%, Maturing August 26, 2014		1,168,413
		Harbor Freight Tools USA, Inc.
	2,075	Term Loan, 6.50%, Maturing December 22, 2017		2,101,369
		J Crew Operating Corp.
	1,825	Term Loan, 4.75%, Maturing January 26, 2018		1,827,852
		Michaels Stores, Inc.
	1,852	Term Loan, 2.58%, Maturing October 31, 2013		1,849,643
		Neiman Marcus Group, Inc.
	3,412	Term Loan, 4.30%, Maturing April 6, 2016		3,437,629
		Orbitz Worldwide, Inc.
	2,177	Term Loan, 3.29%, Maturing July 25, 2014		2,040,030
		PETCO Animal Supplies, Inc.
	1,400	Term Loan, Maturing November 24, 2017⁽⁷⁾		1,407,875
		Pilot Travel Centers, LLC
	1,159	Term Loan, 5.25%, Maturing June 30, 2016		1,172,967
		Rent-A-Center, Inc.
	3	Term Loan, 2.06%, Maturing June 30, 2012		2,596
	622	Term Loan, 3.31%, Maturing March 31, 2015		623,930
		Savers, Inc.
	1,340	Term Loan, 5.75%, Maturing March 11, 2016		1,350,483
		Visant Corp.
	1,222	Term Loan, 7.00%, Maturing December 22, 2016		1,236,316
		Visant Holding Corp.
	1,600	Term Loan, Maturing December 31, 2016⁽⁷⁾		1,600,000
		Vivarte
EUR	29	Term Loan, 2.78%, Maturing March 9, 2015		38,378
EUR	62	Term Loan, 2.78%, Maturing March 9, 2015		83,911
EUR	347	Term Loan, 2.78%, Maturing March 9, 2015		466,388
EUR	441	Term Loan, 3.40%, Maturing March 8, 2016		591,929
EUR	18	Term Loan, 3.40%, Maturing May 29, 2016		24,718
EUR	71	Term Loan, 3.40%, Maturing May 29, 2016		95,619
		Yankee Candle Company, Inc. (The)
	2,151	Term Loan, 2.27%, Maturing February 6, 2014		2,148,462

			$	25,035,945

Steel — 0.1%
		Niagara Corp.
	766	Term Loan, 10.50%, Maturing June 29, 2014⁽²⁾⁽⁵⁾	$	725,860

			$	725,860

Surface Transport — 0.4%
		Swift Transportation Co., Inc.
	2,571	Term Loan, 6.00%, Maturing December 21, 2016	$	2,589,518

			$	2,589,518

Telecommunications — 6.1%
		Alaska Communications Systems Holdings, Inc.
	2,075	Term Loan, 5.50%, Maturing October 21, 2016	$	2,090,563
		Asurion Corp.
	4,271	Term Loan, 3.27%, Maturing July 3, 2014		4,212,212


Principal
Amount*
(000’s omitted)		Borrower/Tranche Description	Value
	2,000	Term Loan, 6.75%, Maturing March 31, 2015	$	2,030,358
		CommScope, Inc.
	2,300	Term Loan, 5.00%, Maturing January 14, 2018		2,337,853
		Intelsat Jackson Holdings SA
	11,775	Term Loan, 5.25%, Maturing April 2, 2018		11,885,391
		Macquarie UK Broadcast Ventures, Ltd.
GBP	828	Term Loan, 2.62%, Maturing December 1, 2014		1,248,371
		MetroPCS Wireless
	995	Term Loan, 3.81%, Maturing November 4, 2016		1,001,541
		NTelos, Inc.
	1,979	Term Loan, 6.00%, Maturing August 7, 2015		1,993,584
		Telesat Canada, Inc.
	157	Term Loan, 3.27%, Maturing October 31, 2014		156,638
	1,823	Term Loan, 3.27%, Maturing October 31, 2014		1,823,581
		TowerCo Finance, LLC
	750	Term Loan, 5.25%, Maturing February 2, 2017		756,094
		Wind Telecomunicazioni SpA
EUR	4,100	Term Loan, Maturing December 15, 2017⁽⁷⁾		5,680,188
		Windstream Corp.
	1,363	Term Loan, 3.06%, Maturing December 17, 2015		1,371,228

			$	36,587,602

Utilities — 2.4%
		Astoria Generating Co.
	500	Term Loan - Second Lien, 4.06%, Maturing August 23, 2013	$	498,021
		BRSP, LLC
	967	Term Loan, 7.50%, Maturing June 4, 2014		978,844
		Covanta Energy Corp.
	261	Term Loan, 1.80%, Maturing February 10, 2014		260,335
	510	Term Loan, 1.81%, Maturing February 10, 2014		508,975
		EquiPower Resources Holdings, LLC
	625	Term Loan, 5.75%, Maturing January 26, 2018		632,031
		New Development Holdings, Inc.
	987	Term Loan, 7.00%, Maturing July 3, 2017		999,785
		NRG Energy, Inc.
	285	Term Loan, 2.04%, Maturing February 1, 2013		284,990
	1	Term Loan, 2.05%, Maturing February 1, 2013		945
	1,358	Term Loan, 3.55%, Maturing August 31, 2015		1,369,743
	2,470	Term Loan, 3.55%, Maturing August 31, 2015		2,492,473
		Pike Electric, Inc.
	801	Term Loan, 2.06%, Maturing July 2, 2012		796,760
	217	Term Loan, 2.06%, Maturing December 10, 2012		216,299
		TXU Texas Competitive Electric Holdings Co., LLC
	987	Term Loan, 3.77%, Maturing October 10, 2014		834,469
	1,451	Term Loan, 3.77%, Maturing October 10, 2014		1,224,171
	3,803	Term Loan, 3.79%, Maturing October 10, 2014		3,214,310

			$	14,312,151


Total Senior Floating-Rate Interests (identified cost $812,805,250)			$	822,657,822

Corporate Bonds & Notes — 10.4%


Principal
Amount*
(000’s omitted)		Security	Value
Aerospace and Defense — 0.2%
		International Lease Finance Corp., Sr. Notes
	400	6.50%, 9/1/14⁽⁸⁾	$	433,400
	400	6.75%, 9/1/16⁽⁸⁾		435,000
	400	7.125%, 9/1/18⁽⁸⁾		438,500

			$	1,306,900

Automotive — 0.2%
		Allison Transmission, Inc.
	25	11.00%, 11/1/15⁽⁸⁾	$	27,312
	670	11.25%, 11/1/15⁽²⁾⁽⁸⁾		733,650
		American Axle & Manufacturing Holdings, Inc., Sr. Notes
	150	9.25%, 1/15/17⁽⁸⁾		169,500
		Commercial Vehicle Group, Inc., Sr. Notes
	110	8.00%, 7/1/13		110,825

			$	1,041,287

Broadcast Radio and Television — 0.5%
		Clear Channel Communications, Inc., Sr. Notes
	1,000	6.25%, 3/15/11	$	1,002,500
		Entravision Communications Corp., Sr. Notes
	1,000	8.75%, 8/1/17⁽⁸⁾		1,085,000
		Rainbow National Services, LLC, Sr. Sub. Notes
	335	10.375%, 9/1/14⁽⁸⁾		349,656
		XM Satellite Radio Holdings, Inc.
	480	13.00%, 8/1/13⁽⁸⁾		574,800

			$	3,011,956

Building and Development — 0.9%
		AMO Escrow Corp., Sr. Notes
	2,150	11.50%, 12/15/17⁽⁸⁾	$	2,311,250
		Grohe Holding GmbH, Variable Rate
EUR	2,000	3.873%, 1/15/14⁽⁹⁾		2,770,249

			$	5,081,499

Business Equipment and Services — 0.6%
		Brocade Communications Systems, Inc., Sr. Notes
	40	6.625%, 1/15/18	$	42,250
	40	6.875%, 1/15/20		43,100
		Education Management, LLC, Sr. Notes
	445	8.75%, 6/1/14		459,462
		Education Management, LLC, Sr. Sub. Notes
	97	10.25%, 6/1/16		101,850
		MediMedia USA, Inc., Sr. Sub. Notes
	180	11.375%, 11/15/14⁽⁸⁾		155,700
		RSC Equipment Rental, Inc., Sr. Notes
	750	10.00%, 7/15/17⁽⁸⁾		866,250
		SunGard Data Systems, Inc., Sr. Notes
	1,380	10.625%, 5/15/15		1,535,250
		Ticketmaster Entertainment, Inc.
	220	10.75%, 8/1/16		242,550

			$	3,446,412

Cable and Satellite Television — 0.5%
		Virgin Media Finance PLC, Sr. Notes
	2,500	6.50%, 1/15/18	$	2,750,000

			$	2,750,000


Principal
Amount*
(000’s omitted)		Security	Value
Chemicals and Plastics — 0.1%
		CII Carbon, LLC
	195	11.125%, 11/15/15⁽⁸⁾	$	204,019
		INEOS Group Holdings PLC, Sr. Sub. Notes
	345	8.50%, 2/15/16⁽⁸⁾		350,175
		Wellman Holdings, Inc., Sr. Sub. Notes
	161	5.00%, 1/29/19⁽²⁾⁽⁵⁾		0

			$	554,194

Conglomerates — 0.0%⁽¹⁰⁾
		RBS Global & Rexnord Corp.
	175	11.75%, 8/1/16	$	190,313

			$	190,313

Containers and Glass Products — 0.3%
		Berry Plastics Corp., Sr. Notes, Variable Rate
	1,000	5.053%, 2/15/15	$	1,005,000
		Intertape Polymer US, Inc., Sr. Sub. Notes
	865	8.50%, 8/1/14		750,387

			$	1,755,387

Cosmetics/Toiletries — 0.3%
		Revlon Consumer Products Corp.
	1,420	9.75%, 11/15/15⁽⁸⁾	$	1,547,800

			$	1,547,800

Electronics/Electrical — 0.1%
		NXP BV/NXP Funding, LLC, Variable Rate
	875	3.053%, 10/15/13	$	873,906

			$	873,906

Equipment Leasing — 0.0%⁽¹⁰⁾
		Hertz Corp.
	22	8.875%, 1/1/14	$	22,688

			$	22,688

Financial Intermediaries — 1.0%
		Ford Motor Credit Co., Sr. Notes
	2,250	12.00%, 5/15/15	$	2,844,880
	260	8.00%, 12/15/16		294,866
		UPCB Finance II, Ltd., Sr. Notes
EUR	1,000	6.375%, 7/1/20⁽⁸⁾		1,366,150
		UPCB Finance III, Ltd., Sr. Notes
	1,375	6.625%, 7/1/20⁽⁸⁾		1,376,719

			$	5,882,615

Food Products — 0.2%
		Smithfield Foods, Inc., Sr. Notes
	1,000	10.00%, 7/15/14⁽⁸⁾	$	1,185,000

			$	1,185,000

Food Service — 0.2%
		NPC International, Inc., Sr. Sub. Notes
	280	9.50%, 5/1/14	$	290,150
		U.S. Foodservice, Inc., Sr. Notes
	940	10.25%, 6/30/15⁽⁸⁾		982,300

			$	1,272,450

Food/Drug Retailers — 0.1%
		General Nutrition Center, Sr. Notes, Variable Rate
	245	5.75%, 3/15/14⁽²⁾	$	245,766


Principal
Amount*
(000’s omitted)		Security	Value
		General Nutrition Center, Sr. Sub. Notes
	430	10.75%, 3/15/15	$	434,300

			$	680,066

Forest Products — 0.0%⁽¹⁰⁾
		Verso Paper Holdings, LLC/Verso Paper, Inc.
	255	11.375%, 8/1/16	$	272,213

			$	272,213

Health Care — 0.2%
		Accellent, Inc., Sr. Notes
	180	8.375%, 2/1/17	$	191,700
		Biomet, Inc.
	125	10.375%, 10/15/17⁽²⁾		140,469
	600	11.625%, 10/15/17		679,500
		DJO Finance, LLC/DJO Finance Corp.
	240	10.875%, 11/15/14⁽⁸⁾		264,300
		HCA, Inc.
	145	9.25%, 11/15/16		157,325

			$	1,433,294

Industrial Equipment — 0.3%
		CEVA Group PLC, Sr. Notes
	205	11.50%, 4/1/18⁽⁸⁾	$	226,012
		Chart Industries, Inc., Sr. Sub. Notes
	215	9.125%, 10/15/15		221,450
		Terex Corp., Sr. Notes
	1,000	10.875%, 6/1/16		1,175,000

			$	1,622,462

Insurance — 0.1%
		Alliant Holdings I, Inc.
	115	11.00%, 5/1/15⁽⁸⁾	$	122,188
		HUB International Holdings, Inc., Sr. Notes
	140	9.00%, 12/15/14⁽⁸⁾		147,350
		U.S.I. Holdings Corp., Sr. Notes, Variable Rate
	115	4.188%, 11/15/14⁽⁸⁾		111,550

			$	381,088

Leisure Goods/Activities/Movies — 0.1%
		AMC Entertainment, Inc., Sr. Notes
	85	8.75%, 6/1/19	$	91,694
		HRP Myrtle Beach Operations, LLC/HRP Myrtle Beach Capital Corp.
	220	12.50%, 4/1/13^(4)(5)(8)		0
		HRP Myrtle Beach Operations, LLC/HRP Myrtle Beach Capital Corp., Variable Rate
	405	0.00%, 4/1/12^(4)(5)(8)		0
		Royal Caribbean Cruises, Sr. Notes
	105	7.00%, 6/15/13		113,137
	40	6.875%, 12/1/13		43,050
	25	7.25%, 6/15/16		27,000
	50	7.25%, 3/15/18		53,750

			$	328,631

Lodging and Casinos — 0.7%
		Buffalo Thunder Development Authority
	535	9.375%, 12/15/14⁽⁸⁾	$	184,575
		CCM Merger, Inc.
	105	8.00%, 8/1/13⁽⁸⁾		106,575
		Chukchansi EDA, Sr. Notes, Variable Rate
	310	3.943%, 11/15/12⁽⁸⁾		234,825


Principal
Amount*
(000’s omitted)		Security	Value
		Fontainebleau Las Vegas Casino, LLC
	525	10.25%, 6/15/15⁽⁸⁾	$	2,625
		Harrah’s Operating Co., Inc., Sr. Notes
	1,000	11.25%, 6/1/17		1,140,000
		Inn of the Mountain Gods Resort & Casino, Sr. Notes
	381	1.25%, 11/30/20^(2)(5)(8)		174,628
	169	8.75%, 11/30/20⁽⁵⁾⁽⁸⁾		169,000
		Majestic HoldCo, LLC
	150	12.50%, 11/15/11⁽⁴⁾⁽⁸⁾		15
		Mohegan Tribal Gaming Authority, Sr. Sub. Notes
	165	8.00%, 4/1/12		142,312
	240	7.125%, 8/15/14		177,000
	260	6.875%, 2/15/15		190,450
		Peninsula Gaming, LLC
	1,000	10.75%, 8/15/17⁽⁸⁾		1,110,000
		San Pasqual Casino
	125	8.00%, 9/15/13⁽⁸⁾		125,938
		Seminole Hard Rock Entertainment, Variable Rate
	95	2.802%, 3/15/14⁽⁸⁾		93,100
		Tunica-Biloxi Gaming Authority, Sr. Notes
	345	9.00%, 11/15/15⁽⁸⁾		345,862
		Waterford Gaming, LLC, Sr. Notes
	258	8.625%, 9/15/14⁽⁵⁾⁽⁸⁾		166,384

			$	4,363,289

Oil and Gas — 0.4%
		Cloud Peak Energy Resources, LLC/Cloud Peak Energy Finance Corp.
	1,000	8.25%, 12/15/17	$	1,092,500
	335	8.50%, 12/15/19		371,012
		Compton Petroleum Finance Corp.
	165	10.00%, 9/15/17		131,325
		El Paso Corp., Sr. Notes
	127	9.625%, 5/15/12		135,235
		Forbes Energy Services, Sr. Notes
	325	11.00%, 2/15/15		335,969
		Petroleum Development Corp., Sr. Notes
	135	12.00%, 2/15/18		153,225
		Petroplus Finance, Ltd.
	160	7.00%, 5/1/17⁽⁸⁾		157,200
		Quicksilver Resources, Inc., Sr. Notes
	135	11.75%, 1/1/16		158,288
		SESI, LLC, Sr. Notes
	65	6.875%, 6/1/14		66,625

			$	2,601,379

Publishing — 0.4%
		Laureate Education, Inc.
	1,100	10.00%, 8/15/15⁽⁸⁾	$	1,157,750
	1,384	10.25%, 8/15/15⁽²⁾⁽⁸⁾		1,480,890

			$	2,638,640

Rail Industries — 0.2%
		American Railcar Industry, Sr. Notes
	195	7.50%, 3/1/14	$	200,850
		Kansas City Southern Mexico, Sr. Notes
	315	7.625%, 12/1/13		321,300
	100	7.375%, 6/1/14		104,750
	500	8.00%, 2/1/18		548,750

			$	1,175,650


Principal
Amount*
(000’s omitted)		Security	Value
Retailers (Except Food and Drug) — 0.6%
		Amscan Holdings, Inc., Sr. Sub. Notes
	455	8.75%, 5/1/14	$	464,100
		Neiman Marcus Group, Inc.
	718	9.00%, 10/15/15		755,736
		Sally Holdings, LLC, Sr. Notes
	670	9.25%, 11/15/14		706,850
	510	10.50%, 11/15/16		563,550
		Toys “R” Us
	1,000	10.75%, 7/15/17		1,147,500

			$	3,637,736

Steel — 0.0%⁽¹⁰⁾
		RathGibson, Inc., Sr. Notes
	495	11.25%, 2/15/14⁽⁴⁾	$	50

			$	50

Telecommunications — 0.6%
		Avaya, Inc., Sr. Notes
	1,000	9.75%, 11/1/15	$	1,040,000
		Clearwire Communications, LLC/Clearwire Finance, Inc., Sr. Notes
	500	12.00%, 12/1/15⁽⁸⁾		547,500
		Intelsat Bermuda, Ltd.
	900	11.25%, 6/15/16		967,500
		NII Capital Corp.
	335	10.00%, 8/15/16		381,062
		Telesat Canada/Telesat, LLC, Sr. Notes
	590	11.00%, 11/1/15		665,225

			$	3,601,287

Utilities — 1.6%
		Calpine Corp., Sr. Notes
	5,100	7.50%, 2/15/21⁽⁸⁾	$	5,240,250
	3,825	7.875%, 1/15/23⁽⁸⁾		3,934,969
		NGC Corp.
	430	7.625%, 10/15/26		288,100
		Reliant Energy, Inc., Sr. Notes
	20	7.625%, 6/15/14		21,000

			$	9,484,319


Total Corporate Bonds & Notes (identified cost $60,521,023)			$	62,142,511

Asset-Backed Securities — 0.8%


Principal
Amount
(000’s omitted)		Security	Value
$	462	Alzette European CLO SA, Series 2004-1A, Class E2, 6.802%, 12/15/20⁽¹¹⁾	$	395,735
	589	Avalon Capital Ltd. 3, Series 1A, Class D, 2.263%, 2/24/19^(8)(11)		477,157
	753	Babson Ltd., Series 2005-1A, Class C1, 2.253%, 4/15/19^(8)(11)		617,080
	1,000	Bryant Park CDO Ltd., Series 2005-1A, Class C, 2.353%, 1/15/19^(8)(11)		707,957
	985	Centurion CDO 8 Ltd., Series 2005-8A, Class D, 5.803%, 3/8/17⁽¹¹⁾		883,613
	750	Centurion CDO 9 Ltd., Series 2005-9A, Class D1, 5.053%, 7/17/19⁽¹¹⁾		628,626
	692	Comstock Funding Ltd., Series 2006-1A, Class D, 4.544%, 5/30/20^(8)(11)		571,766
	1,000	First CLO Ltd., Series 2004-1A1, Class C, 2.604%, 7/27/16^(8)(11)		894,551


Total Asset-Backed Securities (identified cost $6,057,427)			$	5,176,485

Common Stocks — 1.9%


Shares		Security	Value
Automotive — 0.5%
	20,780	Dayco Products, LLC^(12)(13)	$	1,212,166
	35,798	Hayes Lemmerz International, Inc.^(5)(12)(13)		1,968,890

			$	3,181,056

Building and Development — 0.1%
	280	Panolam Holdings Co.^(5)(12)(14)	$	222,631
	569	United Subcontractors, Inc.^(5)(12)(13)		58,722

			$	281,353

Chemicals and Plastics — 0.0%
	146	Wellman Holdings, Inc.^(5)(12)(13)	$	0

			$	0

Diversified Manufacturing — 0.0%⁽¹⁰⁾
	357,266	MEGA Brands, Inc.⁽¹²⁾	$	233,162

			$	233,162

Financial Intermediaries — 0.0%⁽¹⁰⁾
	168	RTS Investor Corp.^(5)(12)(13)	$	3,954

			$	3,954

Food Service — 0.0%⁽¹⁰⁾
	25,547	Buffets, Inc.^(5)(12)	$	123,903

			$	123,903

Leisure Goods/Activities/Movies — 0.3%
	66,174	Metro-Goldwyn-Mayer Holdings, Inc.^(12)(13)	$	1,591,485

			$	1,591,485

Lodging and Casinos — 0.1%
	83	Greektown Superholdings, Inc.⁽¹²⁾	$	6,433
	37,016	Tropicana Entertainment, Inc.^(12)(13)		640,839

			$	647,272

Nonferrous Metals/Minerals — 0.0%⁽¹⁰⁾
	701	Euramax International, Inc.^(12)(13)	$	212,113

			$	212,113

Oil and Gas — 0.0%⁽¹⁰⁾
	1,565	SemGroup Corp.⁽¹²⁾	$	50,252

			$	50,252

Publishing — 0.6%
	4,429	Ion Media Networks, Inc.^(5)(12)(13)	$	2,546,675
	29,104	MediaNews Group, Inc.^(5)(12)(13)		785,810
	2,290	Source Interlink Companies, Inc.^(5)(12)(13)		28,854
	10,855	SuperMedia, Inc.⁽¹²⁾		91,399

			$	3,452,738

Radio and Television — 0.2%
	355	New Young Broadcasting Holding Co., Inc.^(5)(12)(13)	$	838,687

			$	838,687

Steel — 0.1%
	13,108	KNIA Holdings, Inc.^(5)(12)(13)	$	151,917
	22,100	RathGibson Acquisition Co., LLC^(5)(12)(14)		518,024

			$	669,941


Total Common Stocks (identified cost $6,050,247)			$	11,285,916

Warrants — 0.0%⁽¹⁰⁾


Shares		Security	Value
Oil and Gas — 0.0%⁽¹⁰⁾
	1,647	SemGroup Corp., Expires 11/30/14⁽¹²⁾	$	13,588

			$	13,588

Publishing — 0.0%
	1,609	Reader’s Digest Association, Inc. (The), Expires 2/19/14^(5)(12)(13)	$	0

			$	0

Radio and Television — 0.0%⁽¹⁰⁾
	4	New Young Broadcasting Holding Co., Inc., Expires 12/24/24^(5)(12)(13)	$	9,450

			$	9,450

Retailers (Except Food and Drug) — 0.0%
	6,680	Oriental Trading Co., Inc., Expires 2/11/16^(12)(13)	$	0
	7,328	Oriental Trading Co., Inc., Expires 2/11/16^(12)(13)		0

			$	0


Total Warrants (identified cost $6,891)			$	23,038

Short-Term Investments — 6.4%


Interest/
Principal
Amount
(000’s Omitted)		Description	Value
$	36,558	Eaton Vance Cash Reserves Fund, LLC, 0.18%⁽¹⁵⁾	$	36,557,562
	1,739	State Street Bank and Trust Euro Time Deposit, 0.01%, 3/1/11		1,738,594


Total Short-Term Investments (identified cost $38,296,156)			$	38,296,156


Total Investments — 157.0% (identified cost $923,736,994)			$	939,581,928


Less Unfunded Loan Commitments — (0.2)%			$	(1,443,620	)


Net Investments — 156.8% (identified cost $922,293,374)			$	938,138,308


Other Assets, Less Liabilities — (43.4)%			$	(259,785,394	)


Auction Preferred Shares Plus Cumulative Unpaid Dividends — (13.4)%			$	(80,029,474	)


Net Assets Applicable to Common Shares — 100.0%			$	598,323,440


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

EUR	-	Euro

GBP	-	British Pound Sterling

*		In U.S. dollars unless otherwise indicated.

(1)		Senior floating-rate interests (Senior Loans) often require prepayments from excess cash flows or permit the borrowers to repay at their election. The degree to which borrowers repay, whether as a contractual requirement or at their election, cannot be predicted with accuracy. As a result, the actual remaining maturity may be substantially less than the stated maturities shown. However, Senior Loans will have an expected average life of approximately two to four years. The stated interest rate represents the weighted average interest rate of all contracts within the senior loan facility and includes commitment fees on unfunded loan commitments, if any. Senior Loans typically have rates of interest which are redetermined either daily, monthly, quarterly or semi-annually by reference to a base lending rate, plus a premium. These base lending rates are primarily the London Interbank Offered Rate (“LIBOR”) and secondarily, the prime rate offered by one or more major United States banks (the “Prime Rate”) and the certificate of deposit (“CD”) rate or other base lending rates used by commercial lenders.

(2)		Represents a payment-in-kind security which may pay all or a portion of interest/dividends in additional par/shares.



(3)				Unfunded or partially unfunded loan commitments. The Trust may enter into certain credit agreements all or a portion of which may be unfunded. The Trust is obligated to fund these commitments at the borrower’s discretion.

(4)				Currently the issuer is in default with respect to interest payments. For a variable rate security, interest rate has been adjusted to reflect non-accrual status.

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

(6)				Defaulted matured security. For a variable rate security, interest rate has been adjusted to reflect non-accrual status.

(7)				This Senior Loan will settle after February 28, 2011, at which time the interest rate will be determined.

(8)				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 February 28, 2011, the aggregate value of these securities is $33,964,178 or 5.7% of the Trust’s net assets applicable to common shares.

(9)				Security exempt from registration under Regulation S of the Securities Act of 1933, which exempts from registration securities offered and sold outside the United States. Security may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.

(10)				Amount is less than 0.05%.

(11)				Variable rate security. The stated interest rate represents the rate in effect at February 28, 2011.

(12)				Non-income producing security.

(13)				Security was acquired in connection with a restructuring of a Senior Loan and may be subject to restrictions on resale.

(14)				Restricted 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 February 28, 2011. Net income allocated from the investment in Eaton Vance Cash Reserves Fund, LLC for the fiscal year to date ended February 28, 2011 was $28,975.

A summary of open financial instruments at February 28, 2011 is as follows:

Forward Foreign Currency Exchange Contracts

Sales


Settlement				Net Unrealized
Date	Deliver	In Exchange For	Counterparty	Depreciation
3/31/11	British Pound Sterling 990,000	United States Dollar 1,589,613	Deutsche Bank	$	(19,405	)
3/31/11	British Pound Sterling 3,855,000	United States Dollar 6,139,974	Goldman Sachs, Inc.		(125,445	)
3/31/11	Euro 10,000,000	United States Dollar 13,725,000	HSBC Bank USA		(69,490	)
4/28/11	British Pound Sterling 3,972,049	United States Dollar 6,322,788	JPMorgan Chase Bank		(131,051	)
4/29/11	Euro 10,446,555	United States Dollar 14,337,792	Deutsche Bank		(67,778	)
5/31/11	British Pound Sterling 5,131,694	United States Dollar 8,245,042	JPMorgan Chase Bank		(89,169	)
5/31/11	Euro 11,701,029	United States Dollar 16,104,535	Citigroup Global Markets		(23,138	)

				$	(525,476	)

At February 28, 2011, the Trust had sufficient cash and/or securities to cover commitments under these contracts.

The Trust is subject to foreign exchange risk in the normal course of pursuing its investment objectives. Because the Trust 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 Trust enters into forward foreign currency exchange contracts. The Trust also enters into such contracts to hedge the currency risk of investments it anticipates purchasing.

At February 28, 2011, the aggregate fair value of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) in a liability position and whose primary underlying risk exposure is foreign exchange risk was $525,476.

The cost and unrealized appreciation (depreciation) of investments of the Trust at February 28, 2011, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	923,168,396

Gross unrealized appreciation	$	30,460,580
Gross unrealized depreciation		(15,490,668	)

Net unrealized appreciation	$	14,969,912

Restricted Securities

At February 28, 2011, the Trust owned the following securities (representing 0.1% of net assets applicable to common shares) which were restricted as to public resale and not registered under the Securities Act of 1933 (excluding Rule 144A securities). The Trust has various registration rights (exercisable under a variety of circumstances) with respect to these securities. The value of these securities is determined based on valuations provided by brokers when available, or if not available, they are valued at fair value using methods determined in good faith by or at the direction of the Trustees.


	Date of
Description	Acquisition		Shares		Cost		Value
Common Stocks
Panolam Holdings Co.		12/30/09		280	$	153,860	$	222,631
RathGibson Acquisition Co., LLC		6/14/10		22,100		117,286		518,024

Total Restricted Securities					$	271,146	$	740,655

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 February 28, 2011, the hierarchy of inputs used in valuing the Trust’s investments, which are carried at value, were as follows:


Asset Description	Level 1		Level 2			Level 3		Total

Senior Floating-Rate Interests (Less Unfunded Loan Commitments)	$	—	$	818,943,416		$	2,270,786	$	821,214,202
Corporate Bonds & Notes		—		61,632,499			510,012		62,142,511
Asset-Backed Securities		—		5,176,485			—		5,176,485
Common Stocks		374,813		3,663,036			7,248,067		11,285,916
Warrants		—		13,588			9,450		23,038
Short-Term Investments		—		38,296,156			—		38,296,156


Total	$	374,813	$	927,725,180		$	10,038,315	$	938,138,308



Liability Description
Forward Foreign Currency Exchange Contracts	$	—	$	(525,476	)	$	—	$	(525,476	)


Total	$	—	$	(525,476	)	$	—	$	(525,476	)

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


	Investments in
	Senior			Investments in			Investments in
	Floating-Rate			Corporate			Common Stocks
	Interests			Bonds & Notes			and Warrants			Total
Balance as of May 31, 2010	$	1,057,240		$	427,089		$	1,793,084		$	3,277,413
Realized gains (losses)		(500,058	)		1,250			63,493			(435,315	)
Change in net unrealized appreciation (depreciation)		21,530			(99,661	)		4,205,037			4,126,906
Cost of purchases		526,135			330,710			1,238,291			2,095,136
Proceeds from sales		(27,717	)		(36,763	)		(563,588	)		(628,068	)
Accrued discount (premium)		10,100			8,662			—			18,762
Transfers to Level 3*		1,183,556			—			606,174			1,789,730
Transfers from Level 3*		—			(121,275	)		(84,974	)		(206,249	)

Balance as of February 28, 2011	$	2,270,786		$	510,012		$	7,257,517		$	10,038,315


Change in net unrealized appreciation (depreciation) on investments still held as of February 28, 2011	$	(478,470	)	$	(106,724	)	$	4,205,037		$	3,619,843

Transfers are reflected at the value of the securities at the beginning of the period. Transfers from Level 2 to Level 3 were due to a reduction in the availability of significant observable inputs in determining the fair value of these investments. Transfers from Level 3 to Level 2 were due to increased market trading activity resulting in the availability of significant observable inputs in determining the fair value of these investments.

At February 28, 2011, the value of investments transferred between Level 1 and Level 2, if any, during the fiscal year to date then ended was not significant.

For information on the Trust’s policy regarding the valuation of investments and other significant accounting policies, please refer to the Trust’s most recent financial statements included in its semiannual or annual report to shareholders.

Item 2. 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 on this Form N-Q 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 on this Form N-Q 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 fiscal quarter for which the report is being filed that have materially affected, or are reasonably likely to materially affect the registrant’s internal control over financial reporting.

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.

Eaton Vance Floating-Rate Income Trust



	By:	/s/ Scott H. Page
		Scott H. Page
		President

Date: April 25, 2011

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/ Scott H. Page
		Scott H. Page
		President

Date: April 25, 2011



	By:	/s/ Barbara E. Campbell
		Barbara E. Campbell
		Treasurer

Date: April 25, 2011