Senior Debt Portfolio N-CSR Certified annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number		811-08876
Senior Debt Portfolio
(Exact name of registrant as specified in charter)
The Eaton Vance Building, 255 State Street, Boston, Massachusetts				02109
(Address of principal executive offices)				(Zip code)
Alan R. Dynner The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109
(Name and address of agent for service)
Registrant’s telephone number, including area code:			(617) 482-8260
Date of fiscal year end:	November 30
Date of reporting period:	November 30, 2006

Item 1. Reports to Stockholders

Senior Debt Portfolio as of November 30, 2006

PORTFOLIO OF INVESTMENTS

Senior, Floating Rate Interests — 100.3%(1)
Principal Amount		Borrower/Tranche Description		Value
Aerospace and Defense — 1.8%
AWAS Capital, Inc.
$	8,662,812		Term Loan, 7.19%, Maturing March 22, 2013	$	8,489,555
Be Aerospace, Inc.
	1,400,000		Term Loan, 7.15%, Maturing August 24, 2012		1,407,875
Dresser Rand Group, Inc.
	1,032,477		Term Loan, 7.46%, Maturing October 29, 2011		1,038,930
Evergreen International Aviation
	3,100,000		Term Loan, 8.82%, Maturing October 31, 2011		3,053,500
Hexcel Corp.
	3,223,197		Term Loan, 7.13%, Maturing March 1, 2012		3,231,255
IAP Worldwide Services, Inc.
	3,176,000		Term Loan, 7.25%, Maturing December 30, 2012		3,152,180
Jet Aviation Holding, AG
	1,500,000		Term Loan, 7.62%, Maturing May 15, 2013		1,496,250
K&F Industries, Inc.
	2,324,865		Term Loan, 7.32%, Maturing November 18, 2012		2,335,399
Spirit Aerosystems, Inc.
	2,736,643		Term Loan, 7.11%, Maturing December 31, 2011		2,743,911
Standard Aero Holdings, Inc.
	2,399,621		Term Loan, 7.61%, Maturing August 24, 2012		2,408,620
Transdigm, Inc.
	5,000,000		Term Loan, 7.39%, Maturing June 23, 2013		5,033,750
Vought Aircraft Industries, Inc.
	2,000,000		Revolving Loan, 7.82%, Maturing December 22, 2009(2)		1,910,000
	1,000,000		Term Loan, 7.33%, Maturing December 22, 2010		1,005,313
	3,250,565		Term Loan, 7.88%, Maturing December 17, 2011		3,268,849
Wam Aquisition, S.A.
	2,417,800		Term Loan, 8.12%, Maturing April 8, 2013		2,438,453
	2,417,800		Term Loan, 8.62%, Maturing April 8, 2014		2,448,274
Wyle Laboratories, Inc.
	972,315		Term Loan, 8.12%, Maturing January 28, 2011		977,481
				$	46,439,595
Air Transport — 1.0%
Airport Development and Investment
$	3,500,000	GBP	Term Loan, 9.12%, Maturing April 7, 2011	$	6,910,926
Delta Air Lines, Inc.
	4,275,000		Term Loan, 8.12%, Maturing March 16, 2008		4,313,407
	4,225,000		Term Loan, 10.12%, Maturing March 16, 2008		4,303,560
Northwest Airlines, Inc.
	6,450,000		DIP Loan, 7.82%, Maturing August 21, 2008		6,492,331

Principal Amount		Borrower/Tranche Description		Value
Air Transport (continued)
United Airlines, Inc.
$	4,483,719		Term Loan, 9.12%, Maturing February 1, 2012	$	4,531,358
	640,531		Term Loan, 9.13%, Maturing February 1, 2012		647,337
				$	27,198,919
Automotive — 4.6%
AA Acquisitions Co., Ltd.
$	1,000,000	GBP	Term Loan, 7.58%, Maturing June 25, 2012	$	1,996,933
	1,000,000	GBP	Term Loan, 8.08%, Maturing June 25, 2013		2,005,824
Accuride Corp.
	7,444,820		Term Loan, 7.44%, Maturing January 31, 2012		7,461,110
Affina Group, Inc.
	3,994,314		Term Loan, 8.38%, Maturing November 30, 2011		4,015,536
Citation Corp.
	5,931,750		Term Loan, 13.87%, Maturing May 23, 2009(4)		3,737,002
Collins & Aikman Products Co.
	2,318,912		Term Loan, 11.75%, Maturing August 31, 2009(3)		1,097,135
CSA Acquisition Corp.
	1,358,760		Term Loan, 7.88%, Maturing December 23, 2011		1,360,884
	1,308,686		Term Loan, 7.88%, Maturing December 23, 2011		1,310,732
Dana Corp.
	3,325,000		DIP Loan, 7.65%, Maturing April 13, 2008		3,331,234
Dayco Products, LLC
	5,284,250		Term Loan, 8.02%, Maturing June 21, 2011		5,268,836
Exide Technologies, Inc.
	1,764,628		Term Loan, 11.75%, Maturing May 5, 2010		1,855,066
	1,786,253		Term Loan, 11.75%, Maturing May 5, 2010		1,877,799
Federal-Mogul Corp.
	6,000,000		Term Loan, 7.82%, Maturing December 9, 2006		5,920,626
	11,852,057		Revolving Loan, 9.07%, Maturing December 9, 2006(2)		11,896,502
	5,351,062		Term Loan, 9.07%, Maturing December 9, 2006		5,381,161
Goodyear Tire & Rubber Co.
	7,500,000		Revolving Loan, 7.57%, Maturing April 30, 2010(2)		7,469,535
	1,175,000		Term Loan, 7.57%, Maturing April 30, 2010		1,178,462
	10,605,000		Term Loan, 8.14%, Maturing April 30, 2010		10,723,362
HLI Operating Co., Inc.
	2,719,527		Term Loan, 8.96%, Maturing June 3, 2009		2,735,165
Insurance Auto Auctions, Inc.
	2,406,522		Term Loan, 7.89%, Maturing May 19, 2012		2,417,050
Keystone Automotive Operations, Inc.
	1,714,103		Term Loan, 7.88%, Maturing October 30, 2009		1,718,388
Kwik Fit Group Ltd.
	1,250,000	GBP	Term Loan, 7.58%, Maturing August 31, 2013		2,484,554
	1,250,000	GBP	Term Loan, 8.08%, Maturing August 31, 2014		2,495,823

See notes to financial statements
11

Senior Debt Portfolio as of November 30, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount		Borrower/Tranche Description		Value
Automotive (continued)
R.J. Tower Corp.
$	7,000,000		DIP Revolving Loan, 8.42%, Maturing February 2, 2007(2)	$	6,965,000
Tenneco Automotive, Inc.
	3,600,741		Term Loan, 7.36%, Maturing December 10, 2010		3,620,995
	2,383,463		Term Loan, 7.32%, Maturing December 12, 2010		2,396,870
Trimas Corp.
	375,000		Term Loan, 8.13%, Maturing August 2, 2011		376,992
	1,625,000		Term Loan, 8.13%, Maturing August 2, 2013		1,633,634
TRW Automotive, Inc.
	6,032,956		Term Loan, 7.19%, Maturing June 30, 2012		6,026,827
United Components, Inc.
	4,829,458		Term Loan, 7.63%, Maturing June 30, 2010		4,847,568
Vanguard Car Rental USA
	4,675,000		Term Loan, 8.35%, Maturing June 14, 2013		4,709,576
				$	120,316,181
Beverage and Tobacco — 0.8%
Alliance One International, Inc.
$	2,482,550		Term Loan, 8.82%, Maturing May 13, 2010	$	2,513,582
Culligan International Co.
	2,069,165		Term Loan, 7.07%, Maturing September 30, 2011		2,074,986
National Dairy Holdings, L.P.
	4,641,537		Term Loan, 7.32%, Maturing March 15, 2012		4,653,141
National Distribution Co.
	2,420,000		Term Loan, 11.82%, Maturing June 22, 2010		2,426,050
Reynolds American, Inc.
	7,279,250		Term Loan, 7.14%, Maturing May 31, 2012		7,337,258
Southern Wine & Spirits of America, Inc.
	2,134,013		Term Loan, 6.87%, Maturing May 31, 2012		2,141,350
Sunny Delight Beverages Co.
	254,197		Term Loan, 11.38%, Maturing August 20, 2010		249,431
				$	21,395,798
Building and Development — 7.2%
401 North Wabash Venture, LLC
$	5,500,000		Term Loan, 9.07%, Maturing May 7, 2008(2)	$	5,540,392
Beacon Sales Acquisition, Inc.
	2,000,000		Term Loan, 7.32%, Maturing September 30, 2013		2,005,000
Biomed Realty, L.P.
	10,965,000		Term Loan, 7.57%, Maturing May 31, 2010		10,937,587
Capital Automotive REIT
	4,000,130		Term Loan, 7.07%, Maturing December 16, 2010		4,013,567
Empire Hawkeye Partners, L.P.
	6,800,000		Term Loan, 6.97%, Maturing December 1, 2009(2)		6,783,000

Principal Amount		Borrower/Tranche Description		Value
Building and Development (continued)
Epco / Fantome, LLC
$	5,100,000		Term Loan, 8.37%, Maturing November 23, 2010	$	5,125,500
Formica Corp.
	3,383,000		Term Loan, 8.49%, Maturing March 15, 2013		3,381,944
FT-FIN Acquisition, LLC
	4,432,587		Term Loan, 7.13%, Maturing November 17, 2007(2)		4,443,668
Gables GP, Inc.
	280,724		Term Loan, 7.07%, Maturing March 30, 2007		281,192
Hearthstone Housing Partners II, LLC
	13,750,000		Revolving Loan, 7.39%, Maturing December 1, 2007(2)		13,715,625
Hovstone Holdings, LLC
	4,410,000		Term Loan, 7.37%, Maturing February 28, 2009		4,343,850
Landsource Communities, LLC
	9,721,000		Term Loan, 7.88%, Maturing March 31, 2010		9,593,412
Lanoga Corp.
	3,865,313		Term Loan, 7.12%, Maturing June 29, 2013		3,855,649
LNR Property Corp.
	7,225,000		Term Loan, 8.12%, Maturing July 3, 2011		7,257,361
MAAX Corp.
	3,077,379		Term Loan, 8.38%, Maturing June 4, 2011		3,061,993
Materis
	823,329	EUR	Term Loan, 5.93%, Maturing April 27, 2014		1,104,930
	876,671	EUR	Term Loan, 6.30%, Maturing April 27, 2015		1,181,601
Mattamy Funding Partnership
	694,006		Term Loan, 7.63%, Maturing April 11, 2013		689,235
Mueller Group, Inc.
	6,595,611		Term Loan, 7.40%, Maturing October 3, 2012		6,635,462
NCI Building Systems, Inc.
	2,345,501		Term Loan, 6.84%, Maturing May 3, 2010		2,346,967
Newkirk Master, L.P.
	4,405,457		Term Loan, 7.07%, Maturing August 11, 2008		4,412,343
	3,440,259		Term Loan, 7.07%, Maturing August 11, 2008		3,445,636
Nortek, Inc.
	6,710,538		Term Loan, 7.36%, Maturing August 27, 2011		6,699,002
Panolam Industries Holdings, Inc.
	2,404,844		Term Loan, 8.12%, Maturing September 30, 2012		2,416,868
Ply Gem Industries, Inc.
	1,000,000		Term Loan, 8.32%, Maturing August 15, 2011		1,007,813
	342,031		Term Loan, 8.32%, Maturing August 15, 2011		341,817
	5,130,469		Term Loan, 8.32%, Maturing August 15, 2011		5,127,262
Rubicon GSA II, LLC
	7,025,000		Term Loan, 8.07%, Maturing July 31, 2008		7,025,000
South Edge, LLC
	4,475,000		Term Loan, 7.38%, Maturing October 31, 2009		4,388,297

See notes to financial statements
12

Senior Debt Portfolio as of November 30, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount		Borrower/Tranche Description		Value
Building and Development (continued)
Stile Acquisition Corp.
$	6,676,316		Term Loan, 7.38%, Maturing April 6, 2013	$	6,550,094
Stile U.S. Acquisition Corp.
	6,687,690		Term Loan, 7.38%, Maturing April 6, 2013		6,561,252
TE / Tousa Senior, LLC
	3,750,000		Term Loan, 8.25%, Maturing August 1, 2008		3,103,125
	2,000,000		Revolving Loan, 9.75%, Maturing August 1, 2008(2)		1,580,000
The Woodlands Commercial Property, Inc.
	2,940,000		Term Loan, 7.35%, Maturing September 1, 2009		2,943,675
	735,000		Term Loan, 7.35%, Maturing August 29, 2009		735,919
Tousa/Kolter, LLC
	7,410,000		Term Loan, 7.62%, Maturing January 7, 2008(2)		7,419,262
TRU 2005 RE Holding Co.
	13,750,000		Term Loan, 8.32%, Maturing December 9, 2008		13,776,854
Trustreet Properties, Inc.
	5,150,000		Term Loan, 7.32%, Maturing April 8, 2010		5,162,875
United Subcontractors, Inc.
	2,675,000		Term Loan, 12.86%, Maturing June 27, 2013		2,594,750
WCI Communities, Inc.
	8,300,000		Term Loan, 7.32%, Maturing December 23, 2010		8,071,750
				$	189,661,529
Business Equipment and Services — 5.9%
Acco Brands Corp.
$	1,802,350		Term Loan, 7.11%, Maturing August 17, 2012	$	1,807,701
Activant Solutions, Inc.
	2,295,692		Term Loan, 7.38%, Maturing May 1, 2013		2,280,628
Affiliated Computer Services
	2,481,250		Term Loan, 7.39%, Maturing March 20, 2013		2,489,004
	6,533,625		Term Loan, 7.40%, Maturing March 20, 2013		6,550,776
Affinion Group, Inc.
	6,887,180		Term Loan, 8.12%, Maturing October 17, 2012		6,933,455
Allied Security Holdings, LLC
	3,832,500		Term Loan, 8.37%, Maturing June 30, 2010		3,861,244
Audatex North America, Inc.
	1,000,000	EUR	Term Loan, 9.13%, Maturing January 13, 2013		1,357,447
	997,500	EUR	Term Loan, 5.75%, Maturing April 13, 2013		1,334,357
Buhrmann US, Inc.
	6,722,971		Term Loan, 7.13%, Maturing December 31, 2010		6,735,576
DynCorp International, LLC
	4,402,950		Term Loan, 7.75%, Maturing February 11, 2011		4,429,553
Gate Gourmet Borrower, LLC
	1,556,622		Term Loan, 8.12%, Maturing March 9, 2012		1,576,080
	195,556		Term Loan, 8.12%, Maturing March 9, 2012		192,622
	3,134,250	EUR	Term Loan, 6.13%, Maturing March 9, 2013		4,210,435

Principal Amount		Borrower/Tranche Description		Value
Business Equipment and Services (continued)
Info USA, Inc.
$	1,985,000		Term Loan, 7.07%, Maturing February 14, 2012	$	1,982,519
Iron Mountain, Inc.
	5,069,162		Term Loan, 7.10%, Maturing April 2, 2011		5,083,949
	9,534,983		Term Loan, 7.13%, Maturing April 2, 2011		9,558,821
Language Line, Inc.
	7,860,100		Term Loan, 8.63%, Maturing June 11, 2011		7,920,277
Mitchell International, Inc.
	4,035,448		Term Loan, 7.37%, Maturing August 15, 2011		4,050,581
N.E.W. Holdings I, LLC
	2,554,413		Term Loan, 8.12%, Maturing August 8, 2013		2,567,185
Nielsen Finance, LLC
	20,850,000		Term Loan, 8.13%, Maturing August 9, 2013		20,939,780
Protection One, Inc.
	3,235,013		Term Loan, 7.85%, Maturing March 31, 2012		3,249,166
Quantum Corp.
	950,000		Term Loan, 9.44%, Maturing August 22, 2012		951,187
Sungard Data Systems, Inc.
	26,205,190		Term Loan, 7.88%, Maturing February 11, 2013		26,430,397
TDS Investor Corp.
	1,000,000	EUR	Term Loan, 6.13%, Maturing August 23, 2013		1,332,040
	8,197,002		Term Loan, 8.37%, Maturing August 23, 2013		8,224,085
	802,998		Term Loan, 8.37%, Maturing August 23, 2013		805,651
Transaction Network Services, Inc.
	2,808,685		Term Loan, 7.39%, Maturing May 4, 2012		2,808,685
US Investigations Services, Inc.
	2,451,697		Term Loan, 7.89%, Maturing October 14, 2012		2,463,955
	1,755,601		Term Loan, 7.89%, Maturing October 14, 2012		1,763,647
West Corp.
	7,200,000		Term Loan, 8.07%, Maturing October 24, 2013		7,194,211
Western Inventory Services
	749,905		Term Loan, 7.86%, Maturing March 31, 2011		753,654
	854,891		Term Loan, 7.87%, Maturing March 31, 2011		859,166
Williams Scotsman, Inc.
	2,570,000		Term Loan, 6.82%, Maturing June 27, 2010		2,566,787
				$	155,264,621
Cable and Satellite Television — 5.7%
Atlantic Broadband Finance, LLC
$	5,825,081		Term Loan, 8.14%, Maturing September 1, 2011	$	5,905,176
Bragg Communications, Inc.
	3,333,148		Term Loan, 7.12%, Maturing August 31, 2011		3,337,314
Bresnan Broadband Holdings, LLC
	5,000,000		Term Loan, 7.13%, Maturing March 29, 2014		4,994,375

See notes to financial statements
13

Senior Debt Portfolio as of November 30, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount		Borrower/Tranche Description		Value
Cable and Satellite Television (continued)
Cablecom Luxembourg SCA
$	2,000,000	EUR	Term Loan, 5.79%, Maturing September 28, 2012	$	2,668,001
Casema
	658,133	EUR	Term Loan, 6.17%, Maturing November 17, 2014		880,696
	341,867	EUR	Term Loan, 6.17%, Maturing November 17, 2014		457,477
	1,000,000	EUR	Term Loan, 6.67%, Maturing November 17, 2015		1,344,951
Charter Communications Operating, LLC
	25,888,627		Term Loan, 8.01%, Maturing April 28, 2013		26,098,972
CSC Holdings, Inc.
	9,552,000		Term Loan, 7.12%, Maturing March 29, 2013		9,546,823
Insight Midwest Holdings, LLC
	3,893,750		Term Loan, 7.61%, Maturing April 6, 2014		3,918,327
	11,681,250		Term Loan, 7.61%, Maturing April 6, 2014		11,754,982
Kabel Deutschland GmbH
	5,400,000	EUR	Term Loan, 5.38%, Maturing March 31, 2012		7,175,478
Kablecom
	1,000,000	EUR	Term Loan, 0.00%, Maturing November 17, 2014(2)		1,330,583
	1,000,000	EUR	Term Loan, 0.00%, Maturing November 17, 2015(2)		1,337,211
Mediacom Broadband Group
	1,965,150		Term Loan, 7.00%, Maturing January 31, 2015		1,958,087
Mediacom Illinois, LLC
	3,000,000		Term Loan, 6.72%, Maturing September 30, 2012		2,948,304
	6,023,750		Term Loan, 7.24%, Maturing January 31, 2015		6,014,070
NTL Investment Holdings, Ltd.
	4,000,000		Term Loan, 7.36%, Maturing March 30, 2013		4,019,168
	1,562,881	GBP	Term Loan, 7.45%, Maturing March 30, 2012		3,073,182
	1,337,119	GBP	Term Loan, 7.45%, Maturing March 30, 2012		2,629,255
	1,000,000	GBP	Term Loan, 7.64%, Maturing March 30, 2013		2,002,703
Persona Communications Corp.
	1,005,667		Term Loan, 0.00%, Maturing October 12, 2013(2)		1,011,952
	1,619,333		Term Loan, 8.12%, Maturing October 12, 2013		1,629,454
	675,000		Term Loan, 11.37%, Maturing April 12, 2014		679,219
PKS Media (Netherlands) B.V.
	2,412,500	EUR	Term Loan, 5.24%, Maturing October 5, 2012		3,207,323
	1,000,000	EUR	Term Loan, 5.74%, Maturing October 5, 2013		1,341,975
	1,000,000	EUR	Term Loan, 6.24%, Maturing October 5, 2014		1,348,115
San Juan Cable, LLC
	992,500		Term Loan, 7.39%, Maturing October 31, 2012		994,206
UGS Corp.
	7,308,413		Term Loan, 7.13%, Maturing March 31, 2012		7,302,325
UPC Broadband Holding B.V.
	3,665,833	EUR	Term Loan, 5.51%, Maturing March 31, 2013		4,877,832
	2,790,000		Term Loan, 7.64%, Maturing April 1, 2013		2,794,271
	4,150,000	EUR	Term Loan, 5.51%, Maturing December 31, 2013		5,522,762
	2,790,000		Term Loan, 7.64%, Maturing December 31, 2013		2,794,271

Principal Amount		Borrower/Tranche Description		Value
Cable and Satellite Television (continued)
Ypso Holding SA
$	4,961,371	EUR	Term Loan, 5.87%, Maturing July 28, 2014	$	6,489,643
	1,914,679	EUR	Term Loan, 5.87%, Maturing July 28, 2014		2,504,466
	3,123,950	EUR	Term Loan, 5.87%, Maturing July 28, 2014		4,086,233
				$	149,979,182
Chemicals and Plastics — 7.7%
Basell Af S.A.R.L.
$	358,974	EUR	Term Loan, 5.81%, Maturing August 1, 2013	$	481,522
	641,026	EUR	Term Loan, 5.84%, Maturing August 1, 2013		859,861
	550,909		Term Loan, 7.60%, Maturing August 1, 2013		557,623
	110,176		Term Loan, 7.60%, Maturing August 1, 2013		111,519
	358,974	EUR	Term Loan, 6.56%, Maturing August 1, 2014		483,623
	641,026	EUR	Term Loan, 6.59%, Maturing August 1, 2014		863,612
	905,236		Term Loan, 8.35%, Maturing August 1, 2014		916,551
	181,047		Term Loan, 8.35%, Maturing August 1, 2014		183,310
Brenntag Holding GmbH and Co. KG
	2,117,647	EUR	Term Loan, 6.03%, Maturing December 23, 2013		2,849,737
	883,636		Term Loan, 8.08%, Maturing December 23, 2013		891,368
	3,616,364		Term Loan, 8.08%, Maturing December 23, 2013		3,654,223
	496,877	EUR	Term Loan, 6.28%, Maturing December 23, 2014		671,161
	385,476	EUR	Term Loan, 6.28%, Maturing December 23, 2014		524,472
Celanese Holdings, LLC
	14,058,993		Term Loan, 7.12%, Maturing April 6, 2011		14,101,676
Ferro Corp.
	9,500,000		Term Loan, 8.57%, Maturing June 6, 2012(2)		9,488,125
Gentek, Inc.
	1,485,804		Term Loan, 7.36%, Maturing February 28, 2011		1,493,698
Georgia Gulf Corp.
	4,242,188		Term Loan, 7.32%, Maturing October 3, 2013		4,266,809
Hexion Specialty Chemicals, Inc.
	2,523,368		Term Loan, 7.87%, Maturing May 5, 2013		2,519,538
	11,616,194		Term Loan, 7.88%, Maturing May 5, 2013		11,598,561
Huntsman, LLC
	2,280,000	EUR	Term Loan, 5.44%, Maturing August 16, 2012		3,017,533
	18,905,402		Term Loan, 7.07%, Maturing August 16, 2012		18,908,030
Ineos Group
	2,950,000		Term Loan, 7.61%, Maturing December 14, 2012		2,966,225
	1,925,000		Term Loan, 7.61%, Maturing December 14, 2013		1,944,117
	1,925,000		Term Loan, 8.11%, Maturing December 14, 2014		1,944,117
Innophos, Inc.
	1,247,310		Term Loan, 7.57%, Maturing August 10, 2010		1,251,988
Invista B.V.
	8,957,429		Term Loan, 6.88%, Maturing April 29, 2011		8,937,839
	4,748,099		Term Loan, 6.88%, Maturing April 29, 2011		4,737,715

See notes to financial statements
14

Senior Debt Portfolio as of November 30, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount		Borrower/Tranche Description		Value
Chemicals and Plastics (continued)
ISP Chemo, Inc.
$	7,139,125		Term Loan, 7.41%, Maturing February 16, 2013	$	7,154,745
Kranton Polymers, LLC
	5,299,138		Term Loan, 7.38%, Maturing May 12, 2013		5,315,698
Lucite International Group
	635,878		Term Loan, 0.00%, Maturing July 7, 2013(2)		640,456
	1,809,587		Term Loan, 8.07%, Maturing July 7, 2013		1,822,616
Lyondell Chemical Co.
	11,870,250		Term Loan, 7.12%, Maturing August 16, 2013		11,927,749
Mosaic Co.
	7,136,325		Term Loan, 7.01%, Maturing February 21, 2012		7,138,109
Nalco Co.
	15,769,086		Term Loan, 7.16%, Maturing November 4, 2010		15,832,257
PQ Corp.
	3,851,353		Term Loan, 7.38%, Maturing February 10, 2012		3,867,402
Professional Paint, Inc.
	2,319,188		Term Loan, 7.63%, Maturing May 31, 2012		2,322,086
Rockwood Specialties Group, Inc.
	9,145,228		Term Loan, 7.38%, Maturing July 30, 2012		9,195,526
Sigmakalon (BC) Holdco B.V.
	1,940,000	EUR	Term Loan, 5.49%, Maturing September 9, 2012		2,569,456
	92,758	EUR	Term Loan, 5.99%, Maturing September 9, 2013		124,021
	1,204,580	EUR	Term Loan, 5.99%, Maturing September 9, 2013		1,610,564
	2,202,661	EUR	Term Loan, 5.99%, Maturing September 9, 2013		2,945,031
	729,480	EUR	Term Loan, 6.49%, Maturing September 9, 2014		979,376
	181,330	EUR	Term Loan, 6.49%, Maturing September 9, 2014		242,766
	178,614	EUR	Term Loan, 6.49%, Maturing September 9, 2014		239,802
	2,135,161	EUR	Term Loan, 6.49%, Maturing September 9, 2014		2,866,597
	183,030	GBP	Term Loan, 8.08%, Maturing September 9, 2014		363,630
Solo Cup Co.
	9,376,072		Term Loan, 8.62%, Maturing February 27, 2011		9,417,093
TPG Spring UK, Ltd.
	4,546,143	EUR	Term Loan, 6.12%, Maturing June 27, 2013		6,037,692
	4,546,143	EUR	Term Loan, 6.62%, Maturing June 27, 2013		6,058,784
Wellman, Inc.
	5,400,000		Term Loan, 9.37%, Maturing February 10, 2009		5,325,750
				$	204,221,759
Clothing / Textiles — 0.6%
Hanesbrands, Inc.
$	5,225,000		Term Loan, 7.68%, Maturing September 5, 2013	$	5,268,367
	2,025,000		Term Loan, 9.19%, Maturing March 5, 2014		2,072,914
Propex Fabrics, Inc.
	3,005,297		Term Loan, 7.63%, Maturing July 31, 2012		3,007,175

Principal Amount		Borrower/Tranche Description		Value
Clothing / Textiles (continued)
St. John Knits International, Inc.
$	2,222,358		Term Loan, 9.32%, Maturing March 23, 2012	$	2,211,246
The William Carter Co.
	2,322,764		Term Loan, 6.87%, Maturing July 14, 2012		2,320,949
				$	14,880,651
Conglomerates — 3.1%
Amsted Industries, Inc.
$	5,444,779		Term Loan, 7.37%, Maturing April 5, 2013	$	5,444,779
Blount, Inc.
	1,800,896		Term Loan, 7.10%, Maturing August 9, 2010		1,806,149
Dundee Holdco 4 Limited
	728,900	EUR	Term Loan, 9.29%, Maturing August 17, 2015		978,271
Dundee Holding, Inc.
	1,841,300		Term Loan, 8.07%, Maturing February 17, 2014		1,845,903
Education Management, LLC
	4,937,625		Term Loan, 7.88%, Maturing June 1, 2013		4,972,806
Euramax Europe B.V.
	1,401,756	EUR	Term Loan, 6.29%, Maturing June 29, 2012		1,851,904
Euramax International, Inc.
	2,138,811		Term Loan, 8.19%, Maturing June 29, 2012		2,146,296
Goodman Global Holdings, Inc.
	3,863,786		Term Loan, 7.19%, Maturing December 23, 2011		3,865,397
ISS Holdings A/S
	2,504,202	EUR	Term Loan, 5.97%, Maturing December 31, 2013		3,372,610
	1,704,757	GBP	Term Loan, 7.68%, Maturing December 31, 2013		3,393,582
Jarden Corp.
	1,609,959		Term Loan, 7.12%, Maturing January 24, 2012		1,608,148
	10,565,577		Term Loan, 7.37%, Maturing January 24, 2012		10,585,388
Johnson Diversey, Inc.
	1,060,665		Term Loan, 7.87%, Maturing December 16, 2010		1,067,626
	5,133,675		Term Loan, 7.87%, Maturing December 16, 2011		5,181,002
Platinum 100, Ltd.
	1,000,000	GBP	Term Loan, 7.81%, Maturing January 15, 2013		1,980,648
	1,000,000	GBP	Term Loan, 8.31%, Maturing January 15, 2014		1,988,290
Polymer Group, Inc.
	2,000,000		Revolving Loan, 0.00%, Maturing November 22, 2010(2)		1,960,000
	8,585,125		Term Loan, 7.61%, Maturing November 22, 2012		8,609,275
PP Acquisition Corp.
	6,651,689		Term Loan, 8.32%, Maturing November 12, 2011		6,701,577
RBS Global
	4,150,000		Term Loan, 7.88%, Maturing July 19, 2013		4,168,165
RGIS Holdings, LLC
	3,722,166		Term Loan, 7.87%, Maturing February 15, 2013		3,721,004

See notes to financial statements
15

Senior Debt Portfolio as of November 30, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount		Borrower/Tranche Description		Value
Conglomerates (continued)
Sensata Technologies Finance Co.
$	2,443,875		Term Loan, 7.13%, Maturing April 26, 2013	$	2,429,280
Terex Corp.
	2,144,625		Term Loan, 7.12%, Maturing July 13, 2013		2,152,667
Walter Industries, Inc.
	1,011,196		Term Loan, 7.12%, Maturing October 3, 2012		1,014,103
				$	82,844,870
Containers and Glass Products — 3.6%
Altivity Packaging LLC
$	1,171,609		Term Loan, 7.60%, Maturing June 30, 2013	$	1,183,179
	3,915,641		Term Loan, 7.60%, Maturing June 30, 2013		3,954,308
Consolidated Container Holding, LLC
	3,812,250		Term Loan, 8.63%, Maturing December 15, 2008		3,831,311
Crown Americas, Inc.
	990,000	EUR	Term Loan, 5.34%, Maturing November 15, 2012		1,311,474
	1,361,250		Term Loan, 7.12%, Maturing November 15, 2012		1,364,865
Graham Packaging Holdings Co.
	845,696		Term Loan, 7.69%, Maturing October 7, 2011		849,925
	14,983,125		Term Loan, 7.73%, Maturing October 7, 2011		15,058,041
Graphic Packaging International, Inc.
	2,000,000		Revolving Loan, 0.00%, Maturing August 8, 2007(2)		1,957,500
	18,513,120		Term Loan, 7.90%, Maturing August 8, 2010		18,749,496
IPG (US), Inc.
	3,459,401		Term Loan, 7.64%, Maturing July 28, 2011		3,455,076
JSG Acquisitions
	5,500,000	EUR	Term Loan, 5.86%, Maturing December 31, 2014		7,350,431
	5,500,000	EUR	Term Loan, 6.26%, Maturing December 31, 2014		7,383,056
OI European Group B.V.
	4,000,000	EUR	Term Loan, 4.90%, Maturing June 14, 2013		5,273,202
Owens Illinois, Inc.
	5,000,000		Term Loan, 6.82%, Maturing June 14, 2013		5,008,750
Pregis Corp.
	2,475,000	EUR	Term Loan, 5.88%, Maturing October 12, 2012		3,297,140
Smurfit-Stone Container Corp.
	1,986,462		Term Loan, 4.73%, Maturing November 1, 2010		2,002,038
	8,331,277		Term Loan, 7.66%, Maturing November 1, 2011		8,396,602
	4,952,523		Term Loan, 7.67%, Maturing November 1, 2011		4,991,355
				$	95,417,749

Principal Amount		Borrower/Tranche Description		Value
Cosmetics / Toiletries — 0.3%
Prestige Brands, Inc.
$	6,364,325		Term Loan, 7.71%, Maturing April 7, 2011	$	6,400,124
Revlon Consumer Products Corp.
	2,181,976		Term Loan, 11.42%, Maturing July 9, 2010		2,240,163
				$	8,640,287
Drugs — 0.5%
Warner Chilcott Corp.
$	2,660,623		Term Loan, 7.62%, Maturing January 18, 2012	$	2,675,826
	9,690,859		Term Loan, 7.62%, Maturing January 18, 2012		9,746,232
				$	12,422,058
Ecological Services and Equipment — 1.1%
Allied Waste Industries, Inc.
$	3,402,869		Term Loan, 5.33%, Maturing January 15, 2012	$	3,403,399
	3,671,996		Term Loan, 7.16%, Maturing January 15, 2012		3,671,644
Duratek, Inc.
	1,833,400		Term Loan, 7.76%, Maturing June 7, 2013		1,845,433
Energysolutions, LLC
	192,610		Term Loan, 7.57%, Maturing June 7, 2013		193,874
	4,046,610		Term Loan, 7.76%, Maturing June 7, 2013		4,073,168
Environmental Systems, Inc.
	2,679,268		Term Loan, 8.87%, Maturing December 12, 2008		2,696,013
	500,000		Term Loan, 15.36%, Maturing December 12, 2010		512,500
Sensus Metering Systems, Inc.
	3,438,775		Term Loan, 7.44%, Maturing December 17, 2010		3,438,775
	456,771		Term Loan, 7.49%, Maturing December 17, 2010		456,771
Sulo GmbH
	3,750,000	EUR	Term Loan, 6.12%, Maturing January 19, 2014		5,013,005
	3,750,000	EUR	Term Loan, 6.62%, Maturing January 19, 2015		5,034,812
				$	30,339,394
Electronics / Electrical — 2.8%
Advanced Micro Devices, Inc.
$	7,109,726		Term Loan, 7.62%, Maturing December 31, 2013	$	7,145,275
AMI Semiconductor, Inc.
	1,282,822		Term Loan, 6.82%, Maturing April 1, 2012		1,278,813
Aspect Software, Inc.
	6,150,000		Term Loan, 8.44%, Maturing July 11, 2011		6,187,478
Communications & Power, Inc.
	1,416,667		Term Loan, 7.57%, Maturing July 23, 2010		1,422,865
Enersys Capital, Inc.
	3,616,750		Term Loan, 7.42%, Maturing March 17, 2011		3,639,355

See notes to financial statements
16

Senior Debt Portfolio as of November 30, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount		Borrower/Tranche Description		Value
Electronics / Electrical (continued)
FCI International S.A.S.
$	662,180		Term Loan, 8.33%, Maturing November 1, 2013	$	671,285
	687,820		Term Loan, 8.33%, Maturing November 1, 2013		690,185
	687,820		Term Loan, 8.83%, Maturing November 1, 2013		693,624
	662,180		Term Loan, 8.83%, Maturing November 1, 2013		671,285
Ganymed 347 VV GmbH
	329,460	EUR	Term Loan, 5.75%, Maturing April 30, 2013		440,483
	670,540	EUR	Term Loan, 6.46%, Maturing April 30, 2013		896,500
	329,460	EUR	Term Loan, 6.25%, Maturing April 30, 2014		442,653
	670,540	EUR	Term Loan, 6.96%, Maturing April 30, 2014		900,748
Infor Enterprise Solutions
	8,115,714		Term Loan, 9.12%, Maturing July 28, 2012		8,213,776
	4,234,286		Term Loan, 9.12%, Maturing July 28, 2012		4,289,861
Invensys International Holding
	1,083,333		Term Loan, 7.62%, Maturing December 15, 2010		1,090,781
	1,166,667		Term Loan, 7.40%, Maturing January 15, 2011		1,174,687
Network Solutions, LLC
	3,086,675		Term Loan, 10.37%, Maturing January 9, 2012		3,125,258
Open Solutions, Inc.
	3,495,862		Term Loan, 7.90%, Maturing September 3, 2011		3,500,232
Spectrum Brands Inc.
	10,734,734		Term Loan, 8.38%, Maturing February 6, 2012		10,786,486
Security Co., Inc.
	4,594,377		Term Loan, 8.63%, Maturing June 28, 2010		4,617,349
Serena Software, Inc.
	1,804,688		Term Loan, 7.62%, Maturing March 10, 2013		1,806,718
Telcordia Technologies, Inc.
	7,023,050		Term Loan, 8.12%, Maturing September 15, 2012		6,861,738
Vertafore, Inc.
	457,078		Term Loan, 7.86%, Maturing January 31, 2012		459,363
	3,546,923		Term Loan, 7.87%, Maturing January 31, 2012		3,564,657
				$	74,571,455
Equipment Leasing — 1.3%
Maxim Crane Works, L.P.
$	3,475,094		Term Loan, 7.33%, Maturing January 28, 2010	$	3,488,125
Rental Service Corp.
	3,275,000		Term Loan, 8.85%, Maturing November 30, 2013		3,301,098
The Hertz Corp.
	13,750,000		Revolving Loan, 0.00%, Maturing December 21, 2010(2)		13,727,079
	786,111		Term Loan, 5.39%, Maturing December 21, 2012		792,302
	6,245,763		Term Loan, 7.36%, Maturing December 21, 2012		6,294,949

Principal Amount		Borrower/Tranche Description		Value
Equipment Leasing (continued)
United Rentals, Inc.
$	1,726,985		Term Loan, 6.00%, Maturing February 14, 2011	$	1,736,340
	4,227,977		Term Loan, 7.32%, Maturing February 14, 2011		4,250,880
				$	33,590,773
Farming / Agriculture — 0.2%
Central Garden & Pet Co.
$	4,746,138		Term Loan, 6.82%, Maturing February 28, 2014	$	4,751,083
				$	4,751,083
Financial Intermediaries — 2.3%
AIMCO Properties, L.P.
$	10,000,000		Term Loan, 6.91%, Maturing March 23, 2011	$	10,025,000
Ameritrade Holding Corp.
	7,617,028		Term Loan, 6.82%, Maturing December 31, 2012		7,613,456
Coinstar, Inc.
	1,731,473		Term Loan, 7.37%, Maturing July 7, 2011		1,743,377
E.A. Viner International Co.
	498,750		Term Loan, 8.12%, Maturing July 31, 2013		502,491
Fidelity National Information Solutions, Inc.
	19,014,250		Term Loan, 7.07%, Maturing March 9, 2013		19,040,661
IPayment, Inc.
	2,960,125		Term Loan, 7.36%, Maturing May 10, 2013		2,958,275
LPL Holdings, Inc.
	11,934,813		Term Loan, 8.30%, Maturing June 30, 2013		12,042,978
Oxford Acquisition III, Ltd.
	3,675,000		Term loan, 7.75%, Maturing September 20, 2013		3,703,713
The Macerich Partnership, L.P.
	4,310,000		Term Loan, 6.88%, Maturing April 25, 2010		4,310,896
				$	61,940,847
Food Products — 2.2%
American Seafoods Group, LLC
$	1,959,425		Term Loan, 7.12%, Maturing September 28, 2012	$	1,958,814
BL Marketing, Ltd.
	1,500,000	GBP	Term Loan, 7.75%, Maturing December 20, 2013		2,995,335
	1,500,000	GBP	Term Loan, 8.25%, Maturing December 20, 2014		3,008,188
Black Lion Beverages III B.V.
	1,000,000	EUR	Term Loan, 6.06%, Maturing December 31, 2013		1,342,948
	1,000,000	EUR	Term Loan, 6.17%, Maturing December 31, 2014		1,348,505
Autobar BV (A Com SBV)
	750,000	EUR	Term Loan, 6.06%, Maturing March 14, 2014		996,338
	750,000	EUR	Term Loan, 6.56%, Maturing March 14, 2015		1,000,479

See notes to financial statements
17

Senior Debt Portfolio as of November 30, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount		Borrower/Tranche Description		Value
Food Products (continued)
Chiquita Brands, LLC
$	3,132,231		Term Loan, 8.38%, Maturing June 28, 2012	$	3,153,277
Del Monte Corp.
	2,105,414		Term Loan, 6.95%, Maturing February 8, 2012		2,110,300
Dole Food Company, Inc.
	525,581		Term Loan, 5.24%, Maturing April 12, 2013		521,056
	3,922,151		Term Loan, 7.46%, Maturing April 12, 2013		3,888,378
	1,176,645		Term Loan, 7.55%, Maturing April 12, 2013		1,166,513
Foodvest Limited
	361,667	EUR	Term Loan, 6.23%, Maturing March 16, 2014		484,202
	250,000	GBP	Term Loan, 7.83%, Maturing March 16, 2014		495,963
	361,667	EUR	Term Loan, 6.73%, Maturing March 16, 2015		486,599
	250,000	GBP	Term Loan, 8.33%, Maturing March 16, 2015		498,422
Michael Foods, Inc.
	3,909,047		Term Loan, 7.54%, Maturing November 21, 2010		3,919,633
Nash-Finch Co.
	3,759,429		Term Loan, 6.88%, Maturing November 12, 2010		3,765,305
Nutro Products, Inc.
	1,467,625		Term Loan, 7.37%, Maturing April 26, 2013		1,470,836
Picard Surgeles S.A.
	2,000,000	EUR	Term Loan, 5.44%, Maturing June 4, 2014		2,675,291
Pinnacle Foods Holdings Corp.
	2,142,857		Revolving Loan, 0.00%, Maturing November 25, 2009(2)		2,083,929
	8,354,102		Term Loan, 7.37%, Maturing November 25, 2010		8,376,032
QCE Finance, LLC
	2,793,000		Term Loan, 7.63%, Maturing May 5, 2013		2,787,763
Reddy Ice Group, Inc.
	6,975,000		Term Loan, 7.12%, Maturing August 12, 2012		6,977,183
Ruby Acquisitions, Ltd.
	1,000,000	GBP	Term Loan, 7.93%, Maturing January 5, 2015		1,981,803
				$	59,493,092
Food Service — 1.7%
AFC Enterprises, Inc.
$	1,258,692		Term Loan, 7.63%, Maturing May 11, 2011	$	1,262,625
Buffets, Inc.
	2,000,000		Term Loan, 0.00%, Maturing June 28, 2007(2)		2,015,000
	539,583		Term Loan, 5.27%, Maturing May 1, 2013		543,630
	4,085,417		Term Loan, 8.36%, Maturing November 1, 2013		4,116,057
Burger King Corp.
	3,351,204		Term Loan, 6.88%, Maturing June 30, 2012		3,350,273
Carrols Corp.
	1,674,052		Term Loan, 7.88%, Maturing December 31, 2010		1,680,748

Principal Amount		Borrower/Tranche Description		Value
Food Service (continued)
CBRL Group, Inc.
$	6,240,379		Term Loan, 7.13%, Maturing April 27, 2013	$	6,232,579
CKE Restaurants, Inc.
	1,171,739		Term Loan, 7.38%, Maturing May 1, 2010		1,174,669
Denny's, Inc.
	2,509,478		Term Loan, 8.61%, Maturing September 21, 2009		2,514,968
Domino's, Inc.
	12,221,349		Term Loan, 6.88%, Maturing June 25, 2010		12,228,987
Jack in the Box, Inc.
	2,575,139		Term Loan, 6.88%, Maturing January 8, 2011		2,585,602
Maine Beverage Co., LLC
	2,477,679		Term Loan, 7.12%, Maturing June 30, 2010		2,471,484
NPC International, Inc.
	1,250,000		Term Loan, 7.12%, Maturing May 3, 2013		1,246,875
Sagittarius Restaurants, LLC
	1,268,625		Term Loan, 7.62%, Maturing March 29, 2013		1,269,418
Sonic Corp.
	1,962,000		Term Loan, 7.32%, Maturing September 22, 2013		1,966,599
Weightwatchers.com, Inc.
	1,511,650		Term Loan, 7.61%, Maturing December 16, 2010		1,519,208
				$	46,178,722
Food / Drug Retailers — 1.3%
General Nutrition Centers, Inc.
$	2,000,000		Revolving Loan, 0.00%, Maturing December 5, 2009(2)	$	1,945,000
	1,580,318		Term Loan, 8.07%, Maturing December 5, 2011		1,588,714
Roundy's Supermarkets, Inc.
	11,264,875		Term Loan, 8.38%, Maturing November 3, 2011		11,371,891
Supervalu, Inc.
	4,651,625		Term Loan, 7.19%, Maturing June 1, 2012		4,665,087
The Jean Coutu Group (PJC), Inc.
	12,072,276		Term Loan, 7.94%, Maturing July 30, 2011		12,110,002
The Pantry, Inc.
	2,580,500		Term Loan, 7.07%, Maturing January 2, 2012		2,588,564
				$	34,269,258
Forest Products — 2.1%
Appleton Papers, Inc.
$	5,771,631		Term Loan, 7.64%, Maturing June 11, 2010	$	5,796,882
BF Bolthouse HoldCo, LLC
	2,034,625		Term Loan, 7.63%, Maturing December 16, 2012		2,036,851
Boise Cascade Holdings, LLC
	8,029,937		Term Loan, 7.11%, Maturing October 28, 2011		8,071,091

See notes to financial statements
18

Senior Debt Portfolio as of November 30, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount		Borrower/Tranche Description		Value
Forest Products (continued)
Buckeye Technologies, Inc.
$	2,027,171		Term Loan, 7.40%, Maturing April 15, 2010	$	2,029,284
Georgia-Pacific Corp.
	20,524,850		Term Loan, 7.39%, Maturing December 20, 2012		20,592,562
	8,675,000		Term Loan, 8.39%, Maturing December 23, 2013		8,711,426
NewPage Corp.
	3,928,571		Revolving Loan, 0.00%, Maturing May 2, 2010(2)		3,869,643
	2,341,567		Term Loan, 8.36%, Maturing May 2, 2011		2,359,129
Xerium Technologies, Inc.
	2,994,878		Term Loan, 7.62%, Maturing May 18, 2012		2,991,135
				$	56,458,003
Healthcare — 6.2%
Accellent, Inc.
$	1,215,813		Term Loan, 7.37%, Maturing November 22, 2012	$	1,215,813
Alliance Imaging, Inc.
	5,414,704		Term Loan, 7.93%, Maturing December 29, 2011		5,439,070
American Medical Systems
	5,150,000		Term Loan, 7.81%, Maturing July 20, 2012		5,156,438
AMN Healthcare, Inc.
	1,314,558		Term Loan, 7.12%, Maturing November 2, 2011		1,319,077
AMR HoldCo, Inc.
	1,818,248		Term Loan, 7.38%, Maturing February 10, 2012		1,821,657
Carl Zeiss Topco GMBH
	1,323,333		Term Loan, 8.12%, Maturing February 28, 2013		1,335,202
	2,646,667		Term Loan, 8.62%, Maturing February 28, 2014		2,683,638
Community Health Systems, Inc.
	20,291,805		Term Loan, 7.12%, Maturing August 19, 2011		20,320,802
Concentra Operating Corp.
	7,645,814		Term Loan, 7.62%, Maturing September 30, 2011		7,674,486
Conmed Corp.
	3,204,912		Term Loan, 7.32%, Maturing April 12, 2013		3,205,915
CRC Health Corp.
	1,542,250		Term Loan, 7.62%, Maturing February 6, 2013		1,547,070
Davita, Inc.
	17,044,794		Term Loan, 7.42%, Maturing October 5, 2012		17,132,302
Emdeon Business Services LLC
	4,775,000		Term Loan, 7.82%, Maturing November 16, 2013		4,775,000
Encore Medical Finance, LLC
	2,900,000		Term Loan, 7.87%, Maturing November 3, 2013		2,905,438
FHC Health Systems, Inc.
	1,276,786		Term Loan, 11.40%, Maturing December 18, 2009		1,315,089
	893,750		Term Loan, 13.40%, Maturing December 18, 2009		920,563

Principal Amount		Borrower/Tranche Description		Value
Healthcare (continued)
HealthSouth Corp.
$	6,783,000		Term Loan, 8.62%, Maturing March 10, 2013	$	6,815,972
Iasis Healthcare, LLC
	488,750		Term Loan, 7.62%, Maturing June 16, 2011		491,683
Kinetic Concepts, Inc.
	3,166,983		Term Loan, 7.12%, Maturing August 11, 2010		3,175,892
La Petite Academy, Inc.
	2,150,000		Term Loan, 8.32%, Maturing August 16, 2012		2,164,781
Leiner Health Products, Inc.
	3,176,875		Term Loan, 8.88%, Maturing May 27, 2011		3,194,084
Lifecare Holdings, Inc.
	3,267,000		Term Loan, 7.57%, Maturing August 11, 2012		3,057,366
Lifepoint Hospitals, Inc.
	12,075,352		Term Loan, 6.95%, Maturing April 15, 2012		12,022,523
Magellan Health Services, Inc.
	1,749,249		Term Loan, 5.20%, Maturing August 15, 2008		1,753,622
	1,530,593		Term Loan, 7.17%, Maturing August 15, 2008		1,534,420
Matria Healthcare, Inc.
	1,472,454		Term Loan, 7.37%, Maturing January 19, 2012		1,473,375
Medcath Holdings Corp.
	622,112		Term Loan, 7.87%, Maturing June 30, 2011		622,695
Moon Acquisition Co. AB
	687,209	EUR	Term Loan, 5.88%, Maturing November 4, 2013		921,126
	750,000	EUR	Term Loan, 6.38%, Maturing November 4, 2014		1,009,769
Multiplan Merger Corp.
	1,476,794		Term Loan, 7.82%, Maturing April 12, 2013		1,475,564
Multiplan, Inc.
	1,881,528		Term Loan, 7.82%, Maturing April 12, 2013		1,879,960
National Mentor Holdings, Inc.
	190,400		Term Loan, 5.32%, Maturing June 29, 2013		191,650
	3,201,576		Term Loan, 7.87%, Maturing June 29, 2013		3,222,588
P&F Capital S.A.R.L.
	313,835	EUR	Term Loan, 5.63%, Maturing February 21, 2014		422,212
	187,852	EUR	Term Loan, 5.63%, Maturing February 21, 2014		252,723
	150,740	EUR	Term Loan, 5.63%, Maturing February 21, 2014		202,796
	97,573	EUR	Term Loan, 6.13%, Maturing February 21, 2014		131,268
	141,892	EUR	Term Loan, 6.13%, Maturing February 21, 2015		191,670
	52,703	EUR	Term Loan, 6.13%, Maturing February 21, 2015		71,192
	109,459	EUR	Term Loan, 6.13%, Maturing February 21, 2015		147,860
	445,946	EUR	Term Loan, 6.13%, Maturing February 21, 2015		602,392
PER-SE Technologies, Inc.
	3,283,563		Term Loan, 7.57%, Maturing January 16, 2013		3,289,208
Quintiles Transnational Corp.
	5,771,000		Term Loan, 7.37%, Maturing March 31, 2013		5,771,000

See notes to financial statements
19

Senior Debt Portfolio as of November 30, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount		Borrower/Tranche Description		Value
Healthcare (continued)
Radnet Management, Inc.
$	1,650,000		Term Loan, 10.25%, Maturing November 15, 2012	$	1,650,000
Renal Advantage, Inc.
	1,114,095		Term Loan, 7.89%, Maturing October 5, 2012		1,122,451
Select Medical Holding Corp.
	5,200,800		Term Loan, 7.11%, Maturing February 24, 2012		5,108,486
Sunrise Medical Holdings, Inc.
	3,859,780		Term Loan, 8.87%, Maturing May 13, 2010		3,850,131
Talecris Biotherapeutics, Inc.
	3,610,025		Term Loan, 9.50%, Maturing March 31, 2010		3,628,075
Vanguard Health Holding Co., LLC
	6,959,518		Term Loan, 7.87%, Maturing September 23, 2011		6,974,745
Ventiv Health, Inc.
	1,697,143		Term Loan, 6.87%, Maturing October 5, 2011		1,690,779
VWR International, Inc.
	4,081,749		Term Loan, 7.63%, Maturing April 7, 2011		4,095,782
				$	162,977,400
Home Furnishings — 1.3%
Interline Brands, Inc.
$	2,168,478		Term Loan, 7.11%, Maturing June 23, 2013	$	2,172,544
	2,819,022		Term Loan, 7.12%, Maturing June 23, 2013		2,824,307
Knoll, Inc.
	5,222,076		Term Loan, 7.12%, Maturing October 3, 2012		5,254,714
National Bedding Co., LLC
	1,891,062		Term Loan, 7.39%, Maturing August 31, 2011		1,896,736
Oreck Corp.
	1,272,883		Term Loan, 8.12%, Maturing February 2, 2012		1,269,701
Sanitec, Ltd. Oy
	3,000,000	EUR	Term Loan, 5.89%, Maturing May 27, 2013		3,963,229
	3,000,000	EUR	Term Loan, 6.39%, Maturing May 27, 2014		3,980,925
Sealy Mattress Co.
	3,799,107		Term Loan, 7.08%, Maturing August 25, 2012		3,799,107
Simmons Co.
	9,060,869		Term Loan, 7.17%, Maturing December 19, 2011		9,128,825
				$	34,290,088
Industrial Equipment — 1.3%
Aearo Technologies, Inc.
$	2,636,750		Term Loan, 7.87%, Maturing March 22, 2013	$	2,660,370
Alliance Laundry Holdings, LLC
	1,629,957		Term Loan, 7.57%, Maturing January 27, 2012		1,638,617

Principal Amount		Borrower/Tranche Description		Value
Industrial Equipment (continued)
Colfax Corp.
$	2,841,565		Term Loan, 7.38%, Maturing November 30, 2011	$	2,857,549
Douglas Dynamics Holdings, Inc.
	1,723,221		Term Loan, 7.12%, Maturing December 16, 2010		1,718,913
Flowserve Corp.
	6,933,116		Term Loan, 6.88%, Maturing August 10, 2012		6,933,116
Generac Acquisition Corp.
	3,825,000		Term Loan, 7.82%, Maturing November 7, 2013		3,841,734
Gleason Corp.
	2,000,000		Term Loan, 7.88%, Maturing June 30, 2013		2,013,126
GSCP Athena (Finnish) Holdings
	2,576,087	EUR	Term Loan, 6.16%, Maturing July 28, 2013		3,433,728
	2,923,913	EUR	Term Loan, 6.66%, Maturing July 28, 2014		3,914,795
MTD Products, Inc.
	2,942,275		Term Loan, 6.88%, Maturing June 1, 2010		2,931,241
TFS Acquisition Corp.
	1,975,000		Term Loan, 8.92%, Maturing August 11, 2013		1,989,813
				$	33,933,002
Insurance — 0.9%
ARG Holding, Inc.
$	3,647,438		Term Loan, 8.38%, Maturing November 30, 2011	$	3,667,954
CCC Information Services Group
	2,400,000		Term Loan, 7.87%, Maturing February 10, 2013		2,412,499
Conseco, Inc.
	8,125,000		Term Loan, 7.32%, Maturing October 10, 2013		8,140,234
Hilb, Rogal & Hobbs Co.
	2,910,375		Term Loan, 6.87%, Maturing April 26, 2013		2,907,951
U.S.I. Holdings Corp.
	7,010,507		Term Loan, 7.69%, Maturing March 24, 2011		7,045,560
				$	24,174,198
Leisure Goods / Activities / Movies — 5.0%
24 Hour Fitness Worldwide, Inc.
$	5,850,600		Term Loan, 7.99%, Maturing June 2, 2012	$	5,901,793
Alliance Atlantis Communications, Inc.
	2,234,965		Term Loan, 6.87%, Maturing December 31, 2011		2,234,965
AMC Entertainment, Inc.
	6,103,875		Term Loan, 7.45%, Maturing January 26, 2013		6,144,887
AMF Bowling Worldwide, Inc.
	1,852,677		Term Loan, 8.46%, Maturing August 27, 2009		1,865,414
Bombardier Recreational Product
	6,200,000		Term Loan, 8.13%, Maturing June 28, 2013		6,184,500

See notes to financial statements
20

Senior Debt Portfolio as of November 30, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount		Borrower/Tranche Description		Value
Leisure Goods / Activities / Movies (continued)
Carmike Cinemas, Inc.
$	2,224,085		Term Loan, 8.63%, Maturing May 19, 2012	$	2,245,863
	3,007,058		Term Loan, 8.64%, Maturing May 19, 2012		3,037,129
Cedar Fair, L.P.
	9,027,375		Term Loan, 7.87%, Maturing August 30, 2012		9,115,771
Cinemark, Inc.
	10,650,000		Term Loan, 7.38%, Maturing October 5, 2013		10,702,515
Deluxe Entertainment Services
	2,634,167		Term Loan, 8.37%, Maturing January 28, 2011		2,726,363
Fender Musical Instruments Co.
	374,243		Term Loan, 8.13%, Maturing March 30, 2012		376,582
HEI Acquisition, LLC
	1,875,000		Term Loan, 8.38%, Maturing December 31, 2011		1,873,828
Metro-Goldwyn-Mayer Holdings, Inc.
	20,320,369		Term Loan, 8.62%, Maturing April 8, 2012		20,101,742
Regal Cinemas Corp.
	11,750,000		Term Loan, 7.12%, Maturing October 27, 2013		11,709,615
Six Flags Theme Parks, Inc.
	8,575,000		Revolving Loan, 8.57%, Maturing June 30, 2008(2)		8,530,341
	6,800,163		Term Loan, 8.62%, Maturing June 30, 2009		6,887,824
Southwest Sports Group, LLC
	3,725,000		Term Loan, 7.88%, Maturing December 22, 2010		3,726,166
Universal City Development Partners, Ltd.
	6,256,073		Term Loan, 7.38%, Maturing June 9, 2011		6,283,443
WMG Acquisition Corp.
	2,850,000		Revolving Loan, 0.00%, Maturing February 28, 2010(2)		2,773,050
	20,379,175		Term Loan, 7.37%, Maturing February 28, 2011		20,473,428
				$	132,895,219
Lodging and Casinos — 3.9%
Ameristar Casinos, Inc.
$	3,597,813		Term Loan, 6.82%, Maturing November 10, 2012	$	3,600,511
Bally Technologies, Inc.
	8,558,267		Term Loan, 9.33%, Maturing September 4, 2009		8,579,663
Boyd Gaming Corp.
	8,860,735		Term Loan, 6.87%, Maturing June 30, 2011		8,871,669
CCM Merger, Inc.
	2,873,588		Term Loan, 7.37%, Maturing April 25, 2012		2,873,947
Choctaw Resort Development Enterprise
	1,368,209		Term Loan, 7.12%, Maturing November 4, 2011		1,369,919
Columbia Entertainment Co.
	2,015,357		Term Loan, 9.75%, Maturing October 24, 2011		2,025,434

Principal Amount		Borrower/Tranche Description		Value
Lodging and Casinos (continued)
Fairmont Hotels and Resorts, Inc.
$	2,454,091		Term Loan, 8.57%, Maturing May 12, 2011	$	2,475,565
Gala Electric Casinos, Ltd.
	4,750,000	GBP	Term Loan, 7.65%, Maturing December 12, 2013		9,435,409
	4,750,000	GBP	Term Loan, 8.15%, Maturing December 12, 2014		9,474,913
Green Valley Ranch Gaming, LLC
	975,131		Term Loan, 7.37%, Maturing December 24, 2010		974,979
Herbst Gaming, Inc.
	1,344,525		Term Loan, 7.37%, Maturing January 31, 2011		1,346,206
Isle of Capri Casinos, Inc.
	7,596,875		Term Loan, 7.18%, Maturing February 4, 2012		7,621,565
Penn National Gaming, Inc.
	23,298,000		Term Loan, 7.13%, Maturing October 3, 2012		23,433,431
Pinnacle Entertainment, Inc.
	2,025,000		Term Loan, 7.32%, Maturing December 14, 2011		2,033,606
Trump Entertainment Resorts Holdings, L.P.
	2,530,469		Term Loan, 0.00%, Maturing May 20, 2012(2)		2,549,053
	2,530,469		Term Loan, 8.03%, Maturing May 20, 2012		2,549,053
Venetian Casino Resort, LLC
	8,053,847		Term Loan, 7.12%, Maturing June 15, 2011		8,090,629
	2,691,514		Term Loan, 7.12%, Maturing June 15, 2011		2,703,807
VML US Finance, LLC
	1,400,000		Term Loan, 0.00%, Maturing May 25, 2012(2)		1,400,984
	2,800,000		Term Loan, 8.12%, Maturing May 25, 2013		2,818,900
				$	104,229,243
Nonferrous Metals / Minerals — 2.1%
Almatis Holdings 5 BV
$	1,050,000		Term Loan, 8.12%, Maturing December 21, 2013	$	1,063,207
	1,050,000		Term Loan, 8.62%, Maturing December 21, 2014		1,067,964
Alpha Natural Resources, LLC
	2,903,062		Term Loan, 7.12%, Maturing October 26, 2012		2,908,053
Carmeuse Lime, Inc.
	2,058,777		Term Loan, 7.19%, Maturing May 2, 2011		2,058,777
CII Carbon, LLC
	1,802,188		Term Loan, 7.44%, Maturing August 23, 2012		1,806,693
Magnum Coal Co.
	602,273		Term Loan, 8.57%, Maturing March 21, 2013		604,531
	5,992,614		Term Loan, 8.62%, Maturing March 21, 2013		6,015,086
Murray Energy Corp.
	1,552,350		Term Loan, 8.37%, Maturing January 28, 2010		1,567,874
Novelis, Inc.
	2,822,783		Term Loan, 7.62%, Maturing January 9, 2012		2,832,928
	4,902,586		Term Loan, 7.62%, Maturing January 9, 2012		4,920,206

See notes to financial statements
21

Senior Debt Portfolio as of November 30, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount		Borrower/Tranche Description		Value
Nonferrous Metals / Minerals (continued)
Severstal North America, Inc.
$	13,000,000		Revolving Loan, 0.00%, Maturing April 7, 2007(2)	$	12,935,000
Stillwater Mining Co.
	1,320,000		Revolving Loan, 5.32%, Maturing July 3, 2009(2)		1,341,450
	4,382,740		Term Loan, 7.57%, Maturing July 30, 2010		4,393,697
Thompson Creek Metals Company
	3,300,000		Term Loan, 10.13%, Maturing October 26, 2012		3,341,250
Tube City IMS Corp.
	8,464,884		Term Loan, 8.12%, Maturing December 31, 2010		8,470,174
				$	55,326,890
Oil and Gas — 2.3%
Cavallo Energy L.P.
$	9,406,250		Revolving Loan, 6.81%, Maturing October 5, 2010(2)	$	9,394,492
	895,833		Term Loan, 8.32%, Maturing December 5, 2010		895,273
Coffeyville Resources, LLC
	800,000		Term Loan, 5.27%, Maturing July 8, 2011		804,200
	1,185,075		Term Loan, 7.63%, Maturing July 8, 2012		1,191,296
Concho Resources, Inc.
	6,558,563		Term Loan, 9.37%, Maturing July 6, 2011(4)		6,514,620
El Paso Corp.
	4,150,000		Term Loan, 5.33%, Maturing July 31, 2011		4,176,909
Epco Holdings, Inc.
	2,333,334		Revolving Loan, 7.07%, Maturing August 18, 2008(2)		2,304,167
	4,042,102		Term Loan, 7.13%, Maturing August 18, 2008		4,053,472
	865,950		Term Loan, 7.37%, Maturing August 18, 2010		870,821
Key Energy Services, Inc.
	4,133,762		Term Loan, 7.84%, Maturing June 30, 2012		4,149,264
Niska Gas Storage
	547,273		Term Loan, 7.07%, Maturing May 12, 2013		547,786
	781,818		Term Loan, 7.14%, Maturing May 13, 2011		782,552
	816,805		Term Loan, 7.16%, Maturing May 12, 2013		816,805
	4,279,477		Term Loan, 7.17%, Maturing May 12, 2013		4,279,477
Petroleum Geo-Services ASA
	931,547		Term Loan, 7.61%, Maturing December 16, 2012		937,253
Primary Natural Resources, Inc.
	1,990,000		Term Loan, 9.35%, Maturing July 28, 2010(4)		1,976,667
Targa Resources, Inc.
	5,700,000		Term Loan, 7.62%, Maturing October 31, 2007		5,706,680
	1,225,740		Term Loan, 7.49%, Maturing October 31, 2012		1,231,103
	7,570,785		Term Loan, 7.62%, Maturing October 31, 2012		7,603,908
W&T Offshore, Inc.
	1,800,000		Term Loan, 7.57%, Maturing May 26, 2010		1,810,499
				$	60,047,244

Principal Amount		Borrower/Tranche Description		Value
Publishing — 5.4%
American Media Operations, Inc.
$	12,000,000		Term Loan, 8.37%, Maturing January 31, 2013	$	12,066,252
Black Press US Partnership
	668,879		Term Loan, 7.37%, Maturing August 2, 2013		673,896
	1,101,683		Term Loan, 7.37%, Maturing August 2, 2013		1,109,946
CBD Media, LLC
	2,431,863		Term Loan, 7.70%, Maturing December 31, 2009		2,451,116
Dex Media East, LLC
	4,762,782		Term Loan, 6.88%, Maturing May 8, 2009		4,754,933
Dex Media West, LLC
	8,470,293		Term Loan, 6.88%, Maturing March 9, 2010		8,450,083
Gatehouse Media Operating, Inc.
	5,212,895		Term Loan, 7.57%, Maturing June 6, 2013		5,224,843
Hanley-Wood, LLC
	467,656		Term Loan, 7.57%, Maturing August 1, 2012		468,045
	3,915,335		Term Loan, 7.60%, Maturing August 1, 2012		3,918,597
Idearc, Inc.
	18,875,000		Term Loan, 7.32%, Maturing November 17, 2014		18,982,361
Medianews Group, Inc.
	3,017,438		Term Loan, 7.07%, Maturing August 2, 2013		3,021,209
Merrill Communications, LLC
	5,709,920		Term Loan, 7.59%, Maturing May 15, 2011		5,731,332
Nebraska Book Co., Inc.
	4,008,858		Term Loan, 7.88%, Maturing March 4, 2011		4,026,396
Newspaper Holdings, Inc.
	7,650,000		Term Loan, 6.94%, Maturing August 24, 2012		7,616,531
Philadelphia Newspapers, LLC
	2,294,250		Term Loan, 8.12%, Maturing June 29, 2013		2,265,572
R.H. Donnelley Corp.
	248,860		Term Loan, 6.62%, Maturing December 31, 2009		247,371
	10,298,393		Term Loan, 6.88%, Maturing June 30, 2011		10,269,784
Seat Pagine Gialle Spa
	6,003,010	EUR	Term Loan, 5.88%, Maturing May 25, 2012		8,032,884
Source Media, Inc.
	2,251,943		Term Loan, 7.61%, Maturing November 8, 2011		2,263,203
SP Newsprint Co.
	4,511,111		Term Loan, 5.32%, Maturing January 9, 2010		4,533,667
	340,278		Term Loan, 7.92%, Maturing January 9, 2010		341,979
Springer Science+Business Media
	972,973		Term Loan, 7.99%, Maturing May 5, 2011		979,586
	1,054,054		Term Loan, 8.37%, Maturing May 5, 2012		1,066,818
	972,973		Term Loan, 8.37%, Maturing May 5, 2012		984,603
Sun Media Corp.
	5,164,185		Term Loan, 7.13%, Maturing February 7, 2009		5,176,021

See notes to financial statements
22

Senior Debt Portfolio as of November 30, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount		Borrower/Tranche Description		Value
Publishing (continued)
World Directories ACQI Corp.
$	2,000,000	EUR	Term Loan, 6.38%, Maturing November 29, 2012	$	2,677,847
Xsys US, Inc.
	3,795,776		Term Loan, 7.87%, Maturing September 27, 2013		3,820,688
	3,877,093		Term Loan, 8.37%, Maturing September 27, 2014		3,921,923
Xsys, Inc.
	1,546,742	EUR	Term Loan, 6.56%, Maturing September 27, 2014		2,073,991
	1,290,100		Term Loan, 10.09%, Maturing September 27, 2015		1,308,645
YBR Acquisition BV
	750,000	EUR	Term Loan, 5.74%, Maturing July 29, 2013		1,008,951
	2,500,000	EUR	Term Loan, 5.78%, Maturing July 29, 2013		3,363,169
	750,000	EUR	Term Loan, 6.24%, Maturing July 29, 2014		1,012,878
	2,500,000	EUR	Term Loan, 6.24%, Maturing July 29, 2014		3,376,259
Yell Group, PLC
	3,850,000		Term Loan, 7.32%, Maturing February 10, 2013		3,871,121
				$	141,092,500
Radio and Television — 4.5%
Adams Outdoor Advertising, L.P.
$	1,936,980		Term Loan, 7.13%, Maturing Novermber 18, 2012	$	1,941,521
ALM Media Holdings, Inc.
	4,149,580		Term Loan, 7.87%, Maturing March 4, 2010		4,153,473
Block Communications
	1,833,634		Term Loan, 7.37%, Maturing December 22, 2011		1,839,364
Cequel Communications, LLC
	16,250,000		Term Loan, 7.62%, Maturing November 5, 2013		16,228,420
CMP Susquehanna Corp.
	4,294,714		Term Loan, 7.43%, Maturing May 5, 2013		4,310,819
Cumulus Media, Inc.
	1,995,000		Term Loan, 7.45%, Maturing June 7, 2013		2,003,229
DirecTV Holdings, LLC
	3,764,274		Term Loan, 6.82%, Maturing April 13, 2013		3,770,797
Emmis Operating Company
	2,350,000		Term Loan, 7.32%, Maturing November 2, 2013		2,363,639
Gray Television, Inc.
	3,970,000		Term Loan, 6.88%, Maturing November 22, 2012		3,967,872
Intelsat Subsuduary Holding Co.
	3,000,000		Term Loan, 7.62%, Maturing July 3, 2013		3,024,375
LBI Media, Inc.
	1,990,000		Term Loan, 6.86%, Maturing March 31, 2012		1,970,100
NEP Supershooters, L.P.
	1,689,857		Term Loan, 8.87%, Maturing February 3, 2011		1,708,341
	2,833,126		Term Loan, 9.37%, Maturing February 3, 2011		2,866,770

Principal Amount		Borrower/Tranche Description		Value
Radio and Television (continued)
Nexstar Broadcasting, Inc.
$	4,595,624		Term Loan, 7.12%, Maturing October 1, 2012	$	4,587,007
	4,355,564		Term Loan, 7.12%, Maturing October 1, 2012		4,347,397
NextMedia Operating, Inc.
	959,548		Term Loan, 7.32%, Maturing November 15, 2012		958,228
	426,462		Term Loan, 7.32%, Maturing November 15, 2012		425,875
P7S1 Holding II S.A.R.L.
	8,000,000	EUR	Term Loan, 7.38%, Maturing July 18, 2011		10,638,642
PanAmSat Corp.
	7,525,000		Term Loan, 7.87%, Maturing January 3, 2014		7,604,434
Patriot Media and Communications CNJ, Inc.
	483,333		Term Loan, 7.37%, Maturing February 6, 2013		486,656
Paxson Communications Corp.
	8,300,000		Term Loan, 8.62%, Maturing January 15, 2012		8,450,438
Raycom TV Broadcasting, LLC
	9,128,346		Term Loan, 6.88%, Maturing August 28, 2013		9,076,999
Live Nation
	4,664,750		Term Loan, 7.62%, Maturing June 21, 2013		4,666,499
Spanish Broadcasting System
	6,254,750		Term Loan, 7.12%, Maturing June 10, 2012		6,252,142
TDF SA
	3,500,000	EUR	Term Loan, 5.54%, Maturing March 11, 2013		4,661,040
	2,500,000	EUR	Term Loan, 6.42%, Maturing March 11, 2014		3,338,918
Young Broadcasting, Inc.
	3,589,563		Term Loan, 7.94%, Maturing November 3, 2012		3,586,759
				$	119,229,754
Rail Industries — 0.6%
Kansas City Southern Railway Co.
$	6,284,250		Term Loan, 7.11%, Maturing April 26, 2013	$	6,294,726
Railamerica, Inc.
	8,374,773		Term Loan, 7.38%, Maturing September 29, 2011		8,400,944
	990,038		Term Loan, 7.38%, Maturing September 29, 2011		993,132
				$	15,688,802
Retailers (Except Food and Drug) — 3.0%
Advantage Sales & Marketing, Inc.
$	2,711,375		Term Loan, 7.43%, Maturing March 29, 2013	$	2,702,338
American Achievement Corp.
	1,486,937		Term Loan, 7.68%, Maturing March 25, 2011		1,498,089
Amscan Holdings, Inc.
	4,477,500		Term Loan, 8.39%, Maturing December 23, 2012		4,514,578
Coinmach Laundry Corp.
	11,564,895		Term Loan, 7.88%, Maturing December 19, 2012		11,676,207

See notes to financial statements
23

Senior Debt Portfolio as of November 30, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount		Borrower/Tranche Description		Value
Retailers (Except Food and Drug) (continued)
Cumberland Farms, Inc.
$	4,250,000		Term Loan, 7.37%, Maturing September 29, 2013	$	4,271,250
Harbor Freight Tools USA, Inc.
	5,923,263		Term Loan, 7.12%, Maturing July 15, 2010		5,921,042
Home Interiors & Gifts, Inc.
	2,766,261		Term Loan, 10.39%, Maturing March 31, 2011		1,984,792
Visant Corp.
	8,812,126		Term Loan, 7.37%, Maturing December 21, 2011		8,862,611
Mapco Express, Inc.
	1,934,852		Term Loan, 8.07%, Maturing April 28, 2011		1,946,945
Mauser Werke GMBH & Co. KG
	3,825,000		Term Loan, 8.10%, Maturing December 3, 2011		3,848,906
Movie Gallery, Inc.
	1,247,628		Term Loan, 10.62%, Maturing April 27, 2011		1,202,098
Neiman Marcus Group, Inc.
	3,109,177		Term Loan, 7.64%, Maturing April 5, 2013		3,133,833
Oriental Trading Co., Inc.
	1,000,000		Term Loan, 11.47%, Maturing January 31, 2014		1,001,250
	4,887,750		Term Loan, 8.17%, Maturing July 31, 2013		4,907,609
Rent-A-Center, Inc.
	3,275,000		Term Loan, 7.11%, Maturing June 30, 2012		3,281,652
Savers, Inc.
	1,050,761		Term Loan, 8.09%, Maturing August 11, 2012		1,057,985
	1,249,239		Term Loan, 8.09%, Maturing August 11, 2012		1,257,827
Shopko Stores, Inc.
	5,448,000		Revolving Loan, 6.83%, Maturing December 28, 2010(2)		5,430,975
Stewart Enterprises, Inc.
	924,549		Term Loan, 7.23%, Maturing November 19, 2011		925,704
Travelcenters of America, Inc.
	10,788,475		Term Loan, 7.11%, Maturing December 1, 2011		10,796,901
				$	80,222,592
Steel — 0.1%
Gibraltar Industries, Inc.
$	1,541,788		Term Loan, 7.13%, Maturing December 8, 2010	$	1,540,824
				$	1,540,824
Surface Transport — 0.3%
Horizon Lines, LLC
$	1,397,825		Term Loan, 7.62%, Maturing July 7, 2011	$	1,403,504
Ozburn-Hessey Holding Co., LLC
	1,318,516		Term Loan, 8.78%, Maturing August 9, 2012		1,320,164

Principal Amount		Borrower/Tranche Description		Value
Surface Transport (continued)
Sirva Worldwide, Inc.
$	5,773,048		Term Loan, 11.61%, Maturing December 1, 2010	$	5,332,853
				$	8,056,521
Telecommunications — 3.4%
Alaska Communications Systems Holdings, Inc.
$	6,600,000		Term Loan, 7.12%, Maturing February 1, 2012	$	6,601,373
Asurion Corp.
	2,771,463		Term Loan, 8.32%, Maturing July 13, 2012		2,784,456
BCM Luxembourg, Ltd.
	1,500,000	EUR	Term Loan, 5.93%, Maturing September 30, 2014		1,988,512
	1,500,000	EUR	Term Loan, 6.31%, Maturing September 30, 2015		2,005,950
Cellular South, Inc.
	1,955,000		Term Loan, 7.14%, Maturing May 4, 2011		1,956,834
Centennial Cellular Operating Co., LLC
	9,175,000		Term Loan, 7.62%, Maturing February 9, 2011		9,253,373
Cincinnati Bell, Inc.
	2,202,750		Term Loan, 6.93%, Maturing August 31, 2012		2,202,063
Consolidated Communications, Inc.
	9,887,497		Term Loan, 7.37%, Maturing July 27, 2015		9,899,856
Fairpoint Communications, Inc.
	8,075,000		Term Loan, 7.13%, Maturing February 8, 2012		8,058,600
Hawaiian Telcom Communications, Inc.
	2,658,133		Term Loan, 7.62%, Maturing October 31, 2012		2,660,717
Iowa Telecommunications Services
	3,234,000		Term Loan, 7.12%, Maturing November 23, 2011		3,239,197
Madison River Capital, LLC
	1,837,333		Term Loan, 7.62%, Maturing July 29, 2012		1,844,510
NTelos, Inc.
	5,335,102		Term Loan, 7.57%, Maturing August 24, 2011		5,355,108
Stratos Global Corp.
	3,425,000		Term Loan, 8.11%, Maturing February 13, 2012		3,430,709
Syniverse Holdings, Inc.
	1,931,262		Term Loan, 7.12%, Maturing February 15, 2012		1,936,090
Triton PCS, Inc.
	5,472,525		Term Loan, 8.57%, Maturing November 18, 2009		5,522,692
Westcom Corp.
	2,557,555		Term Loan, 8.29%, Maturing December 17, 2010		2,560,752
Windstream Corp.
	13,050,000		Term Loan, 7.12%, Maturing July 17, 2013		13,138,557

See notes to financial statements
24

Senior Debt Portfolio as of November 30, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount		Borrower/Tranche Description		Value
Telecommunications (continued)
Winstar Communications, Inc.
$	3,852,804	EUR	DIP Loan, 0.00%, Maturing December 31, 2006(5)	$	5,365,030
				$	89,804,379
Utilities — 2.2%
Astoria Generating Co.
$	310,914		Term Loan, 7.32%, Maturing February 23, 2012	$	312,987
	1,573,390		Term Loan, 7.39%, Maturing February 23, 2013		1,583,880
BRSP, LLC
	5,775,000		Term Loan, 8.37%, Maturing July 13, 2009		5,803,875
Calpine Corp.
	3,331,383		DIP Revolving Loan, 0.00%, Maturing February 27, 2008(2)		3,316,808
	1,288,298		DIP Loan, 7.62%, Maturing February 27, 2008		1,296,672
	3,271,809		DIP Loan, 9.37%, Maturing February 27, 2008		3,331,791
Cellnet Technology, Inc.
	1,989,864		Term Loan, 8.37%, Maturing April 26, 2012		2,007,275
Cogentrix Delaware Holdings, Inc.
	2,336,111		Term Loan, 6.87%, Maturing April 14, 2012		2,340,492
Covanta Energy Corp.
	3,460,163		Term Loan, 5.37%, Maturing June 24, 2012		3,487,557
	2,473,359		Term Loan, 7.62%, Maturing June 24, 2012		2,492,941
LSP General Finance Co., LLC
	117,259		Term Loan, 7.12%, Maturing May 6, 2013		117,601
	2,757,058		Term Loan, 7.12%, Maturing May 6, 2013		2,765,100
Mirant North America, LLC.
	3,523,375		Term Loan, 7.07%, Maturing January 3, 2013		3,521,486
NRG Energy, Inc.
	3,071,685		Term Loan, 7.37%, Maturing February 1, 2013		3,085,602
	15,848,674		Term Loan, 7.37%, Maturing February 1, 2013		15,929,439
Pike Electric, Inc.
	3,237,823		Term Loan, 6.88%, Maturing July 12, 2012		3,235,799
Vulcan Energy Corp.
	4,072,323		Term Loan, 6.87%, Maturing July 23, 2010		4,079,959
				$	58,709,264
	Total Senior, Floating Rate Interests (identified cost, $2,631,265,131)			$	2,652,493,746

Corporate Bonds & Notes — 1.3%
Principal Amount (000's omitted)		Security		Value
Automotive — 0.1%
Key Plastics, LLC
$	1,691		7.00%, 4/26/07(4)	$	1,691,136
	1,210		18.32%, 4/26/07(4)		1,219,297
				$	2,910,433
Building and Development — 0.2%
Assemblies of God Financial Real Estate, Series 2004-1A, Class A, Variable Rate
$	5,630		7.524%, 6/15/29(6)	$	5,630,178
				$	5,630,178
Cable and Satellite Television — 0.3%
Iesy Hessen & ISH NRW, Variable Rate
$	7,000	EUR	6.429%, 4/15/13	$	9,197,660
				$	9,197,660
Electronic / Electric — 0.1%
NXP BV/ NXP Funding LLC, Variable Rate
$	2,300		8.118%, 10/15/13(6)	$	2,346,000
				$	2,346,000
Financial Intermediaries — 0.3%
Carlyle High Yield Partners, Series 2004-6A, Class C, Variable Rate
$	1,000		7.826%, 8/11/16(6)	$	1,016,763
Sonata Securities S.A., Series 2006-5
	3,000		8.75%, 6/27/07		3,021,300
Sonata Securities S.A., Series 2006-6
	3,000		8.75%, 6/27/07		3,020,730
				$	7,058,793
Telecommunications — 0.3%
Qwest Corp., Sr. Notes, Variable Rate
$	3,150		8.64%, 6/15/13	$	3,429,563
Rogers Wireless, Inc., Variable Rate
	4,150		8.515%, 12/15/10		4,243,375
				$	7,672,938
	Total Corporate Bonds & Notes (identified cost, $33,714,984)			$	34,816,002

See notes to financial statements
25

Senior Debt Portfolio as of November 30, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Common Stocks — 1.0%
Shares		Security		Value
	31,622		Citation Corp.(4)(7)(8)	$	0
	33,278		Environmental Systems Products Holdings, Inc.(4)(7)(8)		696,509
	1,782		Gentek, Inc.(7)		58,503
	133,410		Hayes Lemmerz International(7)		313,513
	441,740		Maxim Crane Works, L.P.(7)		20,485,711
	12,592		RoTech Medical Corp(4)(7)(8)		31,732
	297,015		Safelite Glass Corp.(4)(7)(8)		3,974,061
	20,048		Safelite Realty Corp.(4)(8)		320,167
	Total Common Stocks (identified cost, $9,361,647)			$	25,880,196
Preferred Stocks — 0.0%
Shares		Security		Value
	2,496		Citation Corp. (PIK)(4)(8)	$	0
	445		Hayes Lemmerz International(4)(7)(8)		4,518
	218		Key Plastics, LLC, Series A(4)(7)(8)		120,664
	Total Preferred Stocks (identified cost, $2,237,250)			$	125,182
Warrants — 0.0%
Shares/Rights		Security		Value
	1,930		Gentek, Inc., Class B(7)(8)	$	84,920
	940		Gentek, Inc., Class C(7)(8)		39,198
	Total Warrants (identified cost, $0)			$	124,118
Affiliated Investments — 1.0%

Security	Rate			Value
Investment in Cash Management Portfolio(9)		4.91	%	$	27,533,252
Total Affiliated Investments (at amortized cost, $27,533,252)				$	27,533,252
Total Investments — 103.6% (identified cost $2,704,112,264)				$	2,740,972,496

		Amount
Less Unfunded Loan Commitments — (3.3)%		$	(87,186,032	)
Net Investments — 100.3% (identified cost $2,616,926,232)		$	2,653,786,464
	Other Assets, Less Liabilities — (0.3)%	$	(7,988,094	)
	Net Assets — 100.0%	$	2,645,798,370

EUR - Euro

GBP - British Pound

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

⁽²⁾  Unfunded loan commitments. See Note 1E for description.

⁽³⁾  Defaulted security. Currently the issuer is in default with respect to interest payments.

⁽⁴⁾  Security valued at fair value using methods determined in good faith by or at the direction of the Trustees.

⁽⁵⁾  Defaulted Security. The issuer is in liquidation mode subject to litigation proceeds.

⁽⁶⁾  Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in transactions exempt from registration, normally to qualified institutional buyers. At November 30, 2006, the aggregate value of the securities is $8,992,941 or 0.3% of the Portfolio's net assets.

⁽⁷⁾  Non-income producing security.

⁽⁸⁾  Restricted security.

⁽⁹⁾  Affiliated investment that holds high quality U.S. money market instruments, and that is available to Eaton Vance Portfolios and funds. The rate shown is the annualized seven-day yield as of November 30, 2006.

See notes to financial statements
26

Senior Debt Portfolio as of November 30, 2006

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of November 30, 2006

Assets
Unaffiliated Investments, at value (identified cost, $2,589,392,980)	$	2,626,253,212
Affiliated Investments, at value (amortized cost, $27,533,252)		27,533,252
Cash		5,678,184
Foreign currency, at value (identified cost, $136,866)		141,761
Interest receivable		24,183,491
Receivable for open swap contracts		464,402
Prepaid expenses		270,202
Total assets	$	2,684,524,504
Liabilities
Demand note payable	$	35,000,000
Payable for open forward foreign currency contracts		2,366,480
Payable to affiliate for investment advisory fees		998,048
Payable to affiliate for Trustees' fees		5,123
Accrued expenses		356,483
Total liabilities	$	38,726,134
Net Assets applicable to investors' interest in Portfolio	$	2,645,798,370
Sources of Net Assets
Net proceeds from capital contributions and withdrawals	$	2,610,716,142
Net unrealized appreciation (computed on the basis of identified cost)		35,082,228
Total	$	2,645,798,370

Statement of Operations

For the Year Ended
November 30, 2006

Investment Income
Interest	$	204,096,418
Interest income allocated from affiliated investment		126,896
Expenses allocated from affiliated investment		(11,145	)
Total investment income	$	204,212,169
Expenses
Investment adviser fee	$	13,019,584
Trustees' fees and expenses		30,607
Custodian fee		861,582
Legal and accounting services		689,615
Interest expense		185,522
Miscellaneous		138,824
Total expenses	$	14,925,734
Deduct — Reduction of custodian fee	$	73,293
Total expense reductions	$	73,293
Net expenses	$	14,852,441
Net investment income	$	189,359,728
Realized and Unrealized Gain (Loss)
Net realized gain (loss) — Investment transactions (identified cost basis)	$	6,414,298
Swap contracts		323,348
Foreign currency and forward foreign currency exchange contract transactions		(19,015,173	)
Net realized loss	$	(12,277,527	)
Change in unrealized appreciation (depreciation) — Investments (identified cost basis)	$	15,491,405
Swap contracts		491,264
Foreign currency and forward foreign currency exchange contracts		(2,454,058	)
Net change in unrealized appreciation (depreciation)	$	13,528,611
Net realized and unrealized gain	$	1,251,084
Net increase in net assets from operations	$	190,610,812

See notes to financial statements
27

Senior Debt Portfolio as of November 30, 2006

FINANCIAL STATEMENTS CONT'D

Statements of Changes in Net Assets

Increase (Decrease) in Net Assets	Year Ended November 30, 2006			Year Ended November 30, 2005
From operations — Net investment income	$	189,359,728		$	162,991,740
Net realized gain (loss) from investment transactions,   swap contracts, and foreign   currency and forward foreign currency  exchange contract transactions		(12,277,527	)		1,600,761
Net change in unrealized appreciation (depreciation)   from investments, swap contracts,   and foreign currency and forward   foreign currency exchange contracts		13,528,611			211,340
Net increase in net assets from operations	$	190,610,812		$	164,803,841
Capital transactions — Contributions	$	(794,697,437	)	$	409,703,712
Withdrawals		195,494,844			(860,269,748	)
Net decrease in net assets from capital transactions	$	(599,202,593	)	$	(450,566,036	)
Net decrease in net assets	$	(408,591,781	)	$	(285,762,195	)
Net Assets
At beginning of year	$	3,054,390,151		$	3,340,152,346
At end of year	$	2,645,798,370		$	3,054,390,151

See notes to financial statements
28

Senior Debt Portfolio as of November 30, 2006

FINANCIAL STATEMENTS CONT'D

Supplementary Data

	Year Ended November 30,												Period Ended			Year Ended
	2006			2005			2004			2003			November 30, 2002(1)			December 31, 2001
Ratios/Supplemental Data
Ratios (As a percentage of average daily net assets):
Expenses before custodian fee reduction		0.51	%		0.50	%		0.51	%		0.50	%		0.47	%(2)		0.47	%
Expenses after custodian fee reduction		0.51	%		0.50	%		0.51	%		0.50	%		0.47	%(2)		0.47	%
Interest expense		0.01	%		0.00	%(3)		0.00	%(3)		0.01	%		0.01	%(2)		0.01	%
Net investment income		6.57	%		5.00	%		3.82	%		4.14	%		4.77	%(2)		7.04	%
Portfolio Turnover		51	%		65	%		87	%		47	%		42	%		33	%
Total Return		6.88	%		5.27	%		6.15	%		8.19	%		0.85	%		3.35	%
Net assets, end of period (000's omitted)	$	2,645,798		$	3,054,390		$	3,340,152		$	3,384,305		$	4,084,930		$	5,730,074

⁽¹⁾  For the eleven-month period ended November 30, 2002.

⁽²⁾  Annualized.

⁽³⁾  Rounds to less than 0.01%.

See notes to financial statements
29

Senior Debt Portfolio as of November 30, 2006

NOTES TO FINANCIAL STATEMENTS

1  Significant Accounting Policies

Senior Debt Portfolio (the Portfolio) is registered under the Investment Company Act of 1940 (the 1940 Act) as a closed-end investment company which was organized as a trust under the laws of the State of New York on May 1, 1992. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At November 30, 2006, the Eaton Vance Prime Rate Reserves, Eaton Vance Advisers Senior Floating-Rate Fund, EV Classic Senior Floating-Rate Fund, Eaton Vance Medallion Senior Floating-Rate Fund, and Eaton Vance Institutional Senior Floating-Rate Fund (collectively, the Funds) held approximate 48.3%, 2.4%, 40.4%, 6.8% and 2.1% interests in the Portfolio, respectively.

The following is a summary of significant accounting policies of the Portfolio. The policies are in conformity with accounting principles generally accepted in the United States of America.

A  Investment Valuation — The Portfolio's valuation policies are as follows: Certain Senior Loans are deemed to be liquid because reliable market quotations are readily available for them. Liquid Senior Loans are valued on the basis of prices furnished by a pricing service. Other Senior Loans are valued at fair value by the Portfolio's investment adviser, Boston Management and Research (BMR), under procedures approved by the Trustees. In connection with determining the fair value of a Senior Loan, the investment adviser makes an assessment of the likelihood that the borrower will make a full repayment of the Senior Loan. The primary factors considered by the investment adviser when making this assessme nt are (i) the creditworthiness of the borrower, (ii) the value of the collateral backing the Senior Loan, and (iii) the priority of the Senior Loan versus other creditors of the borrower. If, based on its assessment, the investment adviser believes there is a reasonable likelihood that the borrower will make a full repayment of the Senior Loan, the investment adviser will determine the fair value of the Senior Loan using a matrix pricing approach that considers the yield on the Senior Loan relative to yields on other loan interests issued by companies of comparable credit quality. If, based on its assessment, the investment adviser believes there is not a reasonable likelihood that the borrower will make a full repayment of the Senior Loan, the investment adviser will determine the fair value of the Senior Loan using analyses that include, but are not limited to (i) a comparison of the value of the borrower's outstanding equity and debt to that of comparable public companies; (ii) a discounted cash flow ana lysis; 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 is likely to be sold. In conducting its assessment and analyses for purposes of determining fair value of a Senior Loan, the investment adviser will use its discretion and judgment in considering and appraising such factors, data and information and the relative weight to be given thereto as it deems relevant, including without limitation, some or all of the following: (i) the fundamental characteristics of and fundamental analytical data relating to the Senior Loan, including the cost, size, current interest rate, maturity and base lending rate of the Senior Loan, the terms and conditions of the Senior Loan and any r elated agreements, and the position of the Senior Loan in the borrower's debt structure; (ii) the nature, adequacy and value of the collateral securing the Senior Loan, including the Portfolio's rights, remedies and interests with respect to the collateral; (iii) the creditworthiness of the borrower, based on an evaluation of, among other things, its financial condition, financial statements and information about the borrower's business, cash flows, capital structure and future prospects; (iv) information relating to the market for the Senior Loan, including price quotations for and trading in the Senior Loan and interests in similar Senior Loans and the market environment and investor attitudes towards the Senior Loan and interests in similar Senior Loans; (v) the experience, reputation, stability and financial condition of the agent and any intermediate participants in the Senior Loan; and (vi) general economic and market conditions affecting the fair value of the Senior Loan. Fair value determinations are made by the portfolio managers of a Portfolio based on information available to such managers. The portfolio managers of other funds managed by Eaton Vance that invest in Senior Loans may not possess the same information about a Senior Loan borrower as the portfolio managers of Senior Debt Portfolio. At times, the fair value of a Senior Loan determined by the portfolio managers of other funds managed by Eaton Vance that invest in Senior Loans may vary from the fair value of the same Senior Loan determined by the portfolio managers of Senior Debt Portfolio. The fair value of each Senior Loan is periodically reviewed and approved by the investment adviser's Valuation Committee and by the Portfolio's Trustees based upon procedures approved by the Trustees. Junior Loans are valued in the same manner as Senior Loans.

Debt obligations (other than short-term obligations maturing in sixty days or less), including listed securities and securities for which price quotations are available and forward contracts, will normally be valued on the basis of market valuations furnished by dealers or pricing services. Financial futures contracts listed on commodity exchanges and exchange-traded options thereon are valued at closing settlement prices. Over-the-counter options are valued at

30

Senior Debt Portfolio as of November 30, 2006

NOTES TO FINANCIAL STATEMENTS CONT'D

the mean between the bid and asked prices provided by dealers. Marketable securities listed on the NASDAQ National Market System are valued at the NASDAQ official closing price. The value of interest rate swaps will be based upon a dealer quotation. Short-term obligations and money market securities maturing in sixty days or less are valued at amortized cost which approximates value. If short-term debt securities are acquired with a remaining maturity of more than sixty days, they will be valued by a pricing service. Investments for which reliable market quotations are unavailable, and investments for which the price of the security is not believed to represent its fair market value, are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Portfolio. Occasionally, events affecting the value of foreign securities may occur between the time trading is completed abroad and the cl ose of the Exchange which will not be reflected in the computation of the Portfolio's net asset value (unless the Portfolio deems that such event would materially affect its net asset value in which case an adjustment would be made and reflected in such computation). The Portfolio may rely on an independent fair valuation service in making any such adjustments to the value of a foreign equity security.

The Cash Management Portfolio's valuation policy is as follows: The Portfolio values investment securities utilizing the amortized cost valuation technique permitted by Rule 2a-7 of the 1940 Act. This technique involves initially valuing a portfolio's security at its cost and thereafter assuming a constant amortization to maturity of any discounts or premiums.

B  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.

C  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 a mong its investors, each investor's distributive share of the Portfolio's net investment income, net realized capital gains, and any other items of income, gain, loss, deduction or credit.

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

E  Unfunded Loan Commitments — The Portfolio may enter into certain credit agreements all or a portion of which may be unfunded. The Portfolio is obligated to fund these commitments at the borrower's discretion. These commitments are disclosed in the accompanying Portfolio of Investments.

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

G  Foreign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are converted each business day into

31

Senior Debt Portfolio as of November 30, 2006

NOTES TO FINANCIAL STATEMENTS CONT'D

U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses are converted into U.S. dollars based upon currency exchange rates prevailing 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.

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

I  Indemnifications — Under the Portfolio's organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Portfolio. Interestholders in the Portfolio are jointly and severally liable for the liabilities and obligations of the Portfolio in the event that the Portfolio fails to satisfy such liabilities and obligations; provided, however, that, to the extent assets are available in the Portfolio, the Portfolio may, under certain circumstances, indemnify interestholders from and against any claim or liability to which such holder may become subject by reason of being or having been an interestholder in t he Portfolio. Additionally, in the normal course of business, the Portfolio enters into agreements with service providers that may contain indemnification clauses. The Portfolio's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Portfolio that have not yet occurred.

J  Use of Estimates — The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.

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

L  Other — Investment transactions are accounted for on the date the securities are purchased or sold. Realized gains and losses on securities sold are determined on the basis of identified cost.

2  Investment Advisory Fee and Other Transactions with Affiliates

The investment advisory fee is paid to BMR as compensation for investment advisory services rendered to the Portfolio. The fee is computed at a monthly rate of 19/240 of 1% (0.95% annually) of the Portfolio's average daily gross assets. The Trustees of the Portfolio have accepted a contractual waiver of a portion of BMR's compensation so that the aggregate advisory fees paid by the Portfolio under the advisory agreement during any fiscal year will not exceed, on an annual basis, 0.50% of average daily gross assets of the Portfolio up to and including $1 billion and at reduced rates as daily gross assets exceed that level. The advisory fee paid by the Portfolio is reduced by the Portfolio's allocable portion of the advisory fees paid by Cash Management Portfolio (CMP), an affiliated inves tment company managed by BMR. For the year ended November 30, 2006, the Portfolio's allocated portion of the advisory fee paid by CMP totaled $11,100. The advisory fee paid directly by the Portfolio amounted to $13,019,584. For the year ended November 30, 2006, the effective annual rate of investment advisory fees paid on a direct and an indirect basis by the Portfolio, based on average daily gross assets, was 0.45%. Except as to Trustees of the Portfolio who are not members of BMR's organization, officers and Trustees receive remuneration for their services to the Portfolio out of such investment adviser fee.

Certain officers and Trustees of the Portfolio are officers of BMR. Trustees of the Portfolio that 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 November 30, 2006, no significant amounts have been deferred.

3  Investments

The Portfolio invests primarily in Senior Loans. The ability of the issuers of the Senior Loans to meet their obligations may be affected by economic developments in a specific industry. The cost of purchases and the proceeds from

32

Senior Debt Portfolio as of November 30, 2006

NOTES TO FINANCIAL STATEMENTS CONT'D

principal repayments and sales of Senior Loans for the year ended November 30, 2006 aggregated $1,485,809,416, $597,416,509 and $1,260,832,305, respectively.

4  Short-Term Debt and Credit Agreements

The Portfolio participates with other portfolios managed by BMR in a $500 million unsecured line of credit agreement with a group of banks to permit the Portfolio to invest in accordance with its investment practices. Interest is charged under the credit agreement at the bank's base rate or at an amount above LIBOR. Interest expense includes a commitment fee of $128,163 for the year ended November 30, 2006, which is computed at the annual rate of 0.08% of the credit agreement. The average daily loan balance for the year ended November 30, 2006, was $1,000,000 and the average interest rate was 5.74%.

5  Financial Instruments

The Portfolio may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities and to assist in managing exposure to various market risks. These financial instruments include written options, financial futures contracts, forward foreign currency exchange contracts, interest rate swaps and credit default swaps and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Portfolio has in particular classes of financial instruments and does not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered. A summary of obligati ons under these financial instruments at November 30, 2006 is as follows:

Forward Foreign Currency Exchange Contracts

Sales
Settlement Date	Deliver	In Exchange For	Net Unrealized Depreciation
12/29/06	British Pound 30,105,699	United States Dollar 58,656,739	$(571,173)
12/29/06	Euro 160,710,346	United States Dollar 211,490,906	(1,795,307)
			$	(2,366,480	)

The Portfolio had the following swap agreements outstanding at November 30, 2006:

Credit Default Swaps

Notional Amount	Expiration Date	Description	Net Unrealized Appreciation (Depreciation)
2,000,000 USD	3/20/2011	Agreement with Lehman Brothers dated 3/2/2005 whereby the Portfolio will receive 1.85% per year times the notional amount. The Portfolio makes a payment of the notional amount only upon a default event on the reference entity, a Revolving Credit Agreement issued by Syniverse Technologies, Inc.	$	15,990
3,000,000 USD	3/20/2010	Agreement with Lehman Brothers dated 3/15/2005 whereby the Portfolio will receive 2.20% per year times the notional amount. The Portfolio makes a payment of the notional amount only upon a default event on the reference entity, a Revolving Credit Agreement issued by Inergy, L.P.		100,657
2,000,000 USD	6/20/2010	Agreement with Lehman Brothers dated 5/18/2005 whereby the Portfolio will receive 3.25% per year times the notional amount. The Portfolio makes a payment of the notional amount only upon a default event on the reference entity, a Revolving Credit Agreement issued by Rural Cellular Corp.		123,692
3,000,000 USD	9/21/2009	Agreement with Lehman Brothers dated 7/8/2005 whereby the Portfolio will receive 2.15% per year times the notional amount. The Portfolio makes a payment of the notional amount only upon a default event on the reference entity, a Revolving Credit Agreement issued by CSG Systems, Inc.		49,401
4,000,000 USD	3/20/2012	Agreement with Lehman Brothers dated 2/8/2006 whereby the Portfolio will receive 2.40% per year times the notional amount. The Portfolio makes a payment of the notional amount only upon a default event on the reference entity, a Revolving Credit Agreement issued by Avago Technologies, Inc.		174,662

33

Senior Debt Portfolio as of November 30, 2006

NOTES TO FINANCIAL STATEMENTS CONT'D

At November 30, 2006 the Portfolio had sufficient cash and/or securities segregated to cover potential obligations arising from forward foreign currency exchange contracts and open swap contracts.

6  Federal Income Tax Basis of Unrealized Appreciation (Depreciation)

The cost and unrealized appreciation (depreciation) in the value of the investments owned at November 30, 2006, as determined on a federal income tax basis, were as follows:

Aggregate cost	$	2,616,935,277
Gross unrealized appreciation	$	50,078,123
Gross unrealized depreciation		(13,226,936	)
Net unrealized appreciation	$	36,851,187

The unrealized depreciation on foreign currency, swaps and forward contracts at November 30, 2006 on a federal income tax basis was $(1,778,004).

7  Restricted Securities

At November 30, 2006, the Portfolio owned the following securities (representing 0.2% of net assets) which were restricted as to public resale and not registered under the Securities Act of 1933 (excluding Rule 144A securities). The Portfolio has various registration rights (exercisable under a variety of circumstances) with respect to these securities. The fair value of these securities is determined based on valuations provided by brokers when available, or if not available, they are valued at fair value using methods determined in good faith by or at the direction of the Trustees.

Description	Date of Acquisition	Shares/Face		Cost		Fair Value
Common Stocks
Citation Corp.	5/24/05		31,622	$	0	$	0
Environmental Systems Products Holdings, Inc.	10/24/00		33,278		0		696,509
RoTech Medical Corp	6/12/02		12,592		332,429		31,732
Safelite Glass Corp.	9/29/00 - 11/10/00		297,015		0		3,974,061
Safelite Realty Corp.	9/29/00 - 11/10/00		20,048		0		320,167
				$	332,429	$	5,022,469

Description	Date of Acquisition	Shares/Face		Cost		Fair Value
Preferred Stocks
Citation Corp. (PIK)	5/24/05		2,496	$	1,996,800	$	0
Hayes Lemmerz International	6/04/03		445		22,250		4,518
Key Plastics, LLC, Series A	4/26/01		218		218,200	��	120,664
				$	2,237,250	$	125,182
Warrants
Gentek, Inc., Class B	11/11/03		1,930	$	0	$	84,920
Gentek, Inc., Class C	11/11/03		940		0		39,198
				$	—	$	124,118

8  Risks Associated with Foreign Investments

Investing in securities issued by companies whose principal business activities are outside the United States may involve significant risks not present in domestic investments. For example, there is generally less publicly available information about foreign companies, particularly those not subject to the disclosure and reporting requirements of the U.S. securities laws. Foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers. Investments in foreign securities also involve the risk of possible adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, limitation on the removal of funds or other assets of the Fund, political or financial instability or diplomatic and other developments which could affect such investments. Foreign stock markets, while growin g in volume and sophistication, are generally not as developed as those in the United States, and securities of some foreign issuers (particularly those located in developing countries) may be less liquid and more volatile than securities of comparable U.S. companies. In general, there is less overall governmental supervision and regulation of foreign securities markets, broker-dealers and issuers than in the United States.

9  Recently Issued Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, ("FIN 48") "Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109". FIN 48 clarifies the accounting for uncertainty in income taxes recognized

34

Senior Debt Portfolio as of November 30, 2006

NOTES TO FINANCIAL STATEMENTS CONT'D

in accordance with FASB Statement No. 109, "Accounting for Income Taxes." This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. Management is currently evaluating the impact of applying the various provisions of FIN 48.

In September 2006, FASB issued Statement of Financial Accounting Standards No. 157, ("FAS 157") "Fair Value Measurements". FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Portfolio's financial statement disclosures.

35

Senior Debt Portfolio as of November 30, 2006

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Investors
of Senior Debt Portfolio:

We have audited the accompanying statement of assets and liabilities of Senior Debt Portfolio (the "Portfolio"), including the portfolio of investments as of November 30, 2006, 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 four years in the period then ended and the period from January 1, 2002 to November 30, 2002, and the year ended December 31, 2001. 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 standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits 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 held as of November 30, 2006 by correspondence with the custodian and selling or agent banks; where replies were not received from selling or agent banks, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of Senior Debt Portfolio as of November 30, 2006, the results of its operations for the year then ended, the changes in its net assets and its supplemental data for the respective stated periods, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP
Boston, Massachusetts
January 16, 2007

36

Item 2. Code of Ethics

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

Item 3. Audit Committee Financial Expert

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

Item 4. Principal Accountant Fees and Services

(a)-(d)

The following table presents aggregate fees billed to the registrant for the fiscal years ended November 30,2005 and November 30, 2006 by the registrant’s principal accountant for professional services rendered for the audit of the registrant’s annual financial statements and fees billed for other services rendered by the principal accountant during those periods.

Fiscal Years Ended	11/30/2005		11/30/2006
Audit Fees	$	193,500	$	107,680
Audit-Related Fees(1)	$	0	$	0
Tax Fees(2)	$	8,085	$	14,370
All Other Fees(3)	$	0	$	0
Total	$	201,585	$	122,050

((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.

During the Funds’ fiscal years ended November 30, 2005 and November 30, 2006, $35,000 was billed for each such fiscal year by D&T, the principal accountant for the Series, for work done in connection with its Rule 17Ad-13 examination of Eaton Vance Management’s assertion that it has maintained an effective internal control structure over the sub-transfer agent and registrar functions, such services being pre-approved in accordance with Rule 2-01(c) (7) (ii) of Regulation S-X.

(e)(1) The registrant’s audit committee has adopted policies and procedures relating to the pre-approval of services provided by the registrant’s principal accountant (the “Pre-Approval Policies”).  The Pre-Approval Policies establish a framework intended to assist the audit committee in the proper discharge of its pre-approval responsibilities.  As a general matter, the Pre-Approval Policies (i) specify certain types of audit, audit-related, tax, and other services determined to be pre-approved by the audit committee; and (ii) delineate specific procedures governing the mechanics of the pre-approval process, including the approval and monitoring of audit and non-audit service fees.  Unless a service is specifically pre-approved under the Pre-Approval Policies, it must be separately pre-approved by the Audit Committee.

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

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

(f) Not applicable.

(g) The following table presents (i) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to the registrant by the registrant’s principal accountant for the registrant’s fiscal years ended November 30, 2005 and November 30, 2006; and (ii) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to the Eaton Vance organization by the registrant’s principal accountant for the same time periods, respectively.

Fiscal Years Ended	11/30/2005		11/30/2006
Registrant	$	8,085	$	14,370
Eaton Vance(1)	$	184,983	$	66,100

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

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

Item 5.  Audit Committee of Listed registrants

Not required in this filing.

Item 6. Schedule of Investments

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

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

The Board of Trustees of the Trust has adopted a proxy voting policy and procedure (the “Fund Policy”), pursuant to which the Trustees have delegated proxy voting responsibility to the Fund’s investment adviser and adopted the investment adviser’s proxy voting policies and procedures (the “Policies”) which are described below.  The Trustees will review the Fund’s proxy voting records from time to time and will annually consider approving the Policies for the upcoming year.  In the event that a conflict of interest arises between the Fund’s shareholders and the investment adviser, the administrator, or any of their affiliates or any affiliate of the Fund, the investment adviser will generally refrain from voting the proxies related to the companies giving rise to such conflict until it consults with the Board’s Special Committee except as contemplated under the Fund Policy.  The Board’s Special Committee will instruct the investment adviser on the appropriate course of action.

The Policies are designed to promote accountability of a company’s management to its shareholders and to align the interests of management with those shareholders. An independent proxy voting service (“Agent”), currently Institutional Shareholder Services, Inc., has been retained to assist in the voting of proxies through the provision of vote analysis, implementation and recordkeeping and disclosure services.  The investment adviser will generally vote proxies through the Agent.  The Agent is required to vote all proxies and/or refer then back to the investment adviser pursuant to the Policies.  It is generally the policy of the investment adviser to vote in accordance with the recommendation of the Agent.  The Agent shall refer to the investment adviser proxies relating to mergers and restructurings, and the disposition of assets, termination, liquidation and mergers contained in mutual fund proxies.  The investment adviser will normally vote against anti-takeover measures and other proposals designed to limit the ability of shareholders to act on possible transactions, except in the case of closed-end management investment companies.  The investment adviser generally supports management on social and environmental proposals.  The investment adviser may abstain from voting from time to time where it determines that the costs associated with voting a proxy outweighs the benefits derived from exercising the right to vote or the economic effect on shareholders interests or the value of the portfolio holding is indeterminable or insignificant.

In addition, the investment adviser will monitor situations that may result in a conflict of interest between the Fund’s shareholders and the investment adviser, the administrator, or any of their affiliates or any affiliate of the Fund by maintaining a list of significant existing and prospective corporate clients.  The investment adviser’s personnel responsible for reviewing and voting proxies on behalf of the Fund will report any proxy received or expected to be received from a company included on that list to the personal of the investment adviser identified in the Policies. If such personnel expects to instruct the Agent to vote such proxies in a manner inconsistent with the guidelines of the Policies or the recommendation of the Agent, the personnel will consult with members of senior management of the investment adviser to determine if a material conflict of interests exists.  If it is determined that a material conflict does exist, the investment adviser will seek instruction on how to vote from the Special Committee.

Information on how the Fund voted proxies relating to portfolio securities during the most recent 12 month period ended June 30 is available (1) without charge, upon request, by calling 1-800-262-1122, and (2) on the Securities and Exchange Commission’s website at http://www.sec.gov.

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

Not required in this filing.

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

Not 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.

Item 12. Exhibits

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

Signatures

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

Senior Debt Portfolio

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

Date:  January 16, 2007

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/Dan A. Maalouly
	Dan A. Maalouly
	Treasurer

Date:  January 16, 2007

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

Date:  January 16, 2007