Senior Debt Portfolio NCSR 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)

Maureen A. Gemma The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109
(Name and address of agent for service)

Registrant’s telephone number, including area code:				(617) 482-8260

Date of fiscal year end:	October 31*

Date of reporting period:		October 31, 2007

* The fiscal year end recently changed from November 30 to October 31.

Item 1. Reports to Stockholders

Senior Debt Portfolio as of October 31, 2007

PORTFOLIO OF INVESTMENTS

Senior Floating-Rate Interests — 115.5%⁽¹⁾
Principal Amount*		Borrower/Tranche Description	Value
Aerospace and Defense — 1.8%
Atlantic Inertial Systems, Inc.
GBP	1,010,843	Term Loan, 9.38%, Maturing July 20, 2014	$	2,084,126
AWAS Capital, Inc.
	6,509,723	Term Loan, 7.00%, Maturing March 22, 2013		6,200,512
BE Aerospace, Inc.
	750,000	Term Loan, 7.04%, Maturing August 24, 2012		748,750
Colt Defense, LLC
	1,496,250	Term Loan, 8.00%, Maturing July 9, 2014		1,486,898
DAE Aviation Holdings, Inc.
	669,056	Term Loan, 7.80%, Maturing July 31, 2009		668,638
	757,467	Term Loan, 8.93%, Maturing July 31, 2014		757,941
	573,477	Term Loan, 8.93%, Maturing July 31, 2014		573,835
Evergreen International Aviation
	2,883,043	Term Loan, 8.30%, Maturing October 31, 2011		2,810,967
Hawker Beechcraft Acquisition
	4,375,883	Term Loan, 7.17%, Maturing March 26, 2014		4,288,707
	372,128	Term Loan, 7.30%, Maturing March 26, 2014		364,714
Hexcel Corp.
	1,675,734	Term Loan, 7.03%, Maturing March 1, 2012		1,642,219
IAP Worldwide Services, Inc.
	3,144,000	Term Loan, 11.50%, Maturing December 30, 2012		2,857,896
Jet Aviation Holding, AG
	1,395,000	Term Loan, 5.77%, Maturing May 15, 2013		1,325,250
Spirit AeroSystems, Inc.
	2,709,276	Term Loan, 6.90%, Maturing December 31, 2011		2,688,957
TransDigm, Inc.
	5,000,000	Term Loan, 7.20%, Maturing June 23, 2013		4,929,690
Vought Aircraft Industries, Inc.
	2,000,000	Revolving Loan, 0.00%, Maturing December 22, 2009⁽⁴⁾		1,880,000
	3,219,459	Term Loan, 7.34%, Maturing December 17, 2011		3,191,289
	1,000,000	Term Loan, 7.62%, Maturing December 17, 2011		991,042
Wesco Aircraft Hardware Corp.
	1,000,000	Term Loan, 10.95%, Maturing September 29, 2014		1,007,500
Wyle Laboratories, Inc.
	897,089	Term Loan, 8.11%, Maturing January 28, 2011		883,633
			$	41,382,564
Air Transport — 0.7%
Airport Development and Investment, Ltd.
GBP	3,451,245	Term Loan, 10.28%, Maturing April 7, 2011	$	6,983,863

Principal Amount*		Borrower/Tranche Description	Value
Air Transport (continued)
Delta Air Lines, Inc.
$	3,990,000	Term Loan, 8.08%, Maturing April 30, 2014	$	3,960,789
Northwest Airlines, Inc.
	6,385,500	DIP Loan, 7.03%, Maturing August 21, 2008		6,159,345
			$	17,103,997
Automotive — 4.1%
Accuride Corp.
$	5,855,002	Term Loan, 7.13%, Maturing January 31, 2012	$	5,745,221
Adesa, Inc.
	10,698,188	Term Loan, 7.45%, Maturing October 18, 2013		10,368,641
Affina Group, Inc.
	3,802,126	Term Loan, 7.96%, Maturing November 30, 2011		3,799,750
Allison Transmission, Inc.
	5,000,000	Term Loan, 8.17%, Maturing September 30, 2014		4,885,415
CSA Acquisition Corp.
	931,840	Term Loan, 7.75%, Maturing December 23, 2011		920,386
	1,209,324	Term Loan, 7.75%, Maturing December 23, 2011		1,194,459
Dana Corp.
	7,775,000	Term Loan, 7.98%, Maturing March 30, 2008		7,741,676
Dayco Products, LLC
	5,104,142	Term Loan, 7.76%, Maturing June 21, 2011		4,946,235
Federal-Mogul Corp.
	2,500,000	DIP Loan, 6.65%, Maturing December 31, 2007		2,490,687
	6,000,000	Term Loan, 7.59%, Maturing December 31, 2007		5,913,750
Financiere Truck (Investissement)
EUR	2,074,881	Term Loan, 6.16%, Maturing February 15, 2012		2,945,549
Ford Motor Co.
	4,987,313	Term Loan, 8.70%, Maturing December 15, 2013		4,810,487
Fraikin, Ltd.
GBP	596,292	Term Loan, 8.04%, Maturing February 15, 2012		1,213,934
GBP	690,864	Term Loan, 8.04%, Maturing February 15, 2012⁽⁴⁾		1,406,463
General Motors Corp.
	6,327,188	Term Loan, 7.62%, Maturing November 29, 2013		6,219,625
Goodyear Tire & Rubber Co.
	8,000,000	Term Loan, 6.43%, Maturing April 30, 2010		7,791,664
HLI Operating Co., Inc.
EUR	1,890,909	Term Loan, 6.87%, Maturing May 30, 2014		2,650,183
EUR	109,091	Term Loan, 7.16%, Maturing May 30, 2014		154,671
Keystone Automotive Operations, Inc.
	3,176,000	Term Loan, 8.65%, Maturing January 12, 2012		2,972,206
Kwik Fit Group Ltd.
GBP	2,500,000	Term Loan, 8.57%, Maturing August 31, 2013		4,989,966
LKQ Corp.
	2,900,000	Term Loan, 7.36%, Maturing October 12, 2013		2,892,750

See notes to financial statements
13

Senior Debt Portfolio as of October 31, 2007

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount*		Borrower/Tranche Description	Value
Automotive (continued)
Locafroid Services S.A.S.
EUR	714,174	Term Loan, 6.48%, Maturing February 15, 2012⁽⁴⁾	$	1,013,858
Tenneco Automotive, Inc.
$	3,125,000	Term Loan, 6.62%, Maturing March 17, 2014		3,078,125
TriMas Corp.
	375,000	Term Loan, 6.79%, Maturing August 2, 2011		368,906
	1,608,750	Term Loan, 7.23%, Maturing August 2, 2013		1,582,608
United Components, Inc.
	4,100,483	Term Loan, 7.38%, Maturing June 30, 2010		4,023,599
			$	96,120,814
Beverage and Tobacco — 0.5%
Beverage Packaging Holdings
EUR	500,000	Term Loan, 6.56%, Maturing May 11, 2015	$	709,812
EUR	500,000	Term Loan, 6.81%, Maturing May 11, 2016		713,429
Culligan International Co.
EUR	3,000,000	Term Loan, 9.33%, Maturing May 31, 2013		3,862,822
Liberator Midco, Ltd.
EUR	875,000	Term Loan, 6.56%, Maturing October 27, 2013		1,249,819
EUR	875,000	Term Loan, 6.94%, Maturing October 27, 2014		1,255,093
Southern Wine & Spirits of America, Inc.
	1,114,905	Term Loan, 6.70%, Maturing May 31, 2012		1,112,815
Van Houtte, Inc.
	1,755,600	Term Loan, 7.70%, Maturing July 11, 2014		1,718,293
	239,400	Term Loan, 7.70%, Maturing July 11, 2014		234,313
			$	10,856,396
Brokers, Dealers and Investment Houses — 0.3%
AmeriTrade Holding Corp.
$	6,577,782	Term Loan, 6.25%, Maturing December 31, 2012	$	6,511,320
			$	6,511,320
Building and Development — 6.2%
401 North Wabash Venture, LLC
$	5,500,000	Term Loan, 8.53%, Maturing May 7, 2008⁽⁴⁾	$	5,252,500
AIMCO Properties, L.P.
	9,000,000	Term Loan, 6.39%, Maturing March 23, 2011		8,870,625
Beacon Sales Acquisition, Inc.
	1,980,000	Term Loan, 7.16%, Maturing September 30, 2013		1,900,800
Brickman Group Holdings, Inc.
	4,502,375	Term Loan, 7.14%, Maturing January 23, 2014		4,378,560
Building Materials Corp. of America
	5,501,007	Term Loan, 7.94%, Maturing February 22, 2014		5,023,597
Capital Automotive REIT
	4,000,130	Term Loan, 6.88%, Maturing December 15, 2010		3,958,309

Principal Amount*		Borrower/Tranche Description	Value
Building and Development (continued)
Epco/Fantome, LLC
$	4,896,000	Term Loan, 7.59%, Maturing November 23, 2010	$	4,908,240
Financiere Daunou S.A.
	1,411,871	Term Loan, 7.50%, Maturing May 31, 2015		1,290,686
	1,430,448	Term Loan, 7.75%, Maturing February 28, 2016		1,314,821
Hearthstone Housing Partners II, LLC
	9,705,882	Revolving Loan, 6.79%, Maturing December 1, 2007⁽⁴⁾		9,463,235
Hovstone Holdings, LLC
	3,291,068	Term Loan, 7.63%, Maturing February 28, 2009		2,994,872
LNR Property Corp.
	7,225,000	Term Loan, 8.11%, Maturing July 12, 2011		7,062,437
Materis
EUR	823,329	Term Loan, 6.98%, Maturing April 27, 2014		1,171,050
EUR	876,671	Term Loan, 7.36%, Maturing April 27, 2015		1,252,823
Mueller Water Products, Inc.
	4,425,973	Term Loan, 6.69%, Maturing May 24, 2014		4,364,426
NCI Building Systems, Inc.
	2,345,501	Term Loan, 6.88%, Maturing June 18, 2010		2,301,523
Nortek, Inc.
	6,659,050	Term Loan, 7.05%, Maturing August 27, 2011		6,525,869
Panolam Industries Holdings, Inc.
	2,254,217	Term Loan, 7.95%, Maturing September 30, 2012		2,164,048
PLY GEM Industries, Inc.
	6,090,665	Term Loan, 7.95%, Maturing August 15, 2011		5,734,361
	227,574	Term Loan, 7.95%, Maturing August 15, 2011		214,261
Re/Max International, Inc.
	1,256,667	Term Loan, 7.24%, Maturing January 23, 2008		1,244,100
	1,343,333	Term Loan, 7.47%, Maturing January 23, 2008⁽⁴⁾		1,329,900
Realogy Corp.
	2,704,545	Term Loan, 8.12%, Maturing October 10, 2013		2,520,636
	10,020,341	Term Loan, 8.24%, Maturing October 10, 2013		9,338,958
South Edge, LLC
	4,475,000	Term Loan, 6.81%, Maturing October 31, 2009		4,027,500
Stile Acquisition Corp.
	4,124,660	Term Loan, 7.12%, Maturing April 6, 2013		3,885,508
Stile U.S. Acquisition Corp.
	4,131,687	Term Loan, 7.12%, Maturing April 6, 2013		3,892,127
Tousa/Kolter, LLC
	4,643,600	Term Loan, 8.46%, Maturing January 7, 2008		4,631,991
TRU 2005 RE Holding Co.
	13,750,000	Term Loan, 8.13%, Maturing December 9, 2008		13,623,954
United Subcontractors, Inc.
	2,675,000	Term Loan, 12.36%, Maturing June 27, 2013		2,220,250

See notes to financial statements
14

Senior Debt Portfolio as of October 31, 2007

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount*		Borrower/Tranche Description	Value
Building and Development (continued)
WCI Communities, Inc.
$	7,262,500	Term Loan, 8.62%, Maturing December 23, 2010	$	6,982,894
Wintergames Acquisition ULC
	9,902,956	Term Loan, 8.13%, Maturing April 24, 2008		9,828,684
			$	143,673,545
Business Equipment and Services — 7.0%
ACCO Brands Corp.
$	1,785,400	Term Loan, 7.18%, Maturing August 17, 2012	$	1,760,851
Activant Solutions, Inc.
	2,234,154	Term Loan, 7.38%, Maturing May 12, 2013		2,140,599
Affiliated Computer Services
	2,456,250	Term Loan, 6.82%, Maturing March 20, 2013		2,430,152
	6,468,125	Term Loan, 6.96%, Maturing March 20, 2013		6,399,401
Affinion Group, Inc.
	7,023,176	Term Loan, 7.98%, Maturing October 17, 2012		6,973,431
Allied Security Holdings, LLC
	3,710,000	Term Loan, 8.20%, Maturing June 30, 2010		3,696,087
Buhrmann US, Inc.
	6,654,194	Term Loan, 7.30%, Maturing December 31, 2010		6,587,652
Cellnet Group, Inc.
	1,249,633	Term Loan, 7.20%, Maturing July 22, 2011		1,215,660
DynCorp International, LLC
	3,911,634	Term Loan, 7.25%, Maturing February 11, 2011		3,784,506
Education Management, LLC
	5,764,462	Term Loan, 7.00%, Maturing June 1, 2013		5,605,939
Info USA, Inc.
	1,965,150	Term Loan, 7.20%, Maturing February 14, 2012		1,935,673
Intergraph Corp.
	837,381	Term Loan, 7.45%, Maturing May 29, 2014		821,680
	2,000,000	Term Loan, 11.51%, Maturing November 29, 2014		2,000,000
iPayment, Inc.
	2,904,380	Term Loan, 7.04%, Maturing May 10, 2013		2,773,683
ista International GmbH
EUR	3,545,609	Term Loan, 6.34%, Maturing May 14, 2015		4,882,291
EUR	704,391	Term Loan, 6.34%, Maturing May 14, 2015		969,944
Kronos, Inc.
	2,668,313	Term Loan, 7.45%, Maturing June 11, 2014		2,586,595
Language Line, Inc.
	7,282,561	Term Loan, 8.42%, Maturing June 11, 2011		7,115,666
Mitchell International, Inc.
	1,000,000	Term Loan, 10.50%, Maturing March 28, 2015		920,000
N.E.W. Holdings I, LLC
	3,289,549	Term Loan, 7.77%, Maturing May 22, 2014		3,115,821
Protection One, Inc.
	3,202,500	Term Loan, 7.39%, Maturing March 31, 2012		3,142,453

Principal Amount*		Borrower/Tranche Description	Value
Business Equipment and Services (continued)
Quantum Corp.
$	1,353,750	Term Loan, 8.70%, Maturing July 12, 2014	$	1,343,597
Quintiles Transnational Corp.
	5,713,000	Term Loan, 7.20%, Maturing March 31, 2013		5,614,811
RiskMeterics Group Holdings, LLC
	3,606,875	Term Loan, 7.45%, Maturing January 11, 2014		3,575,315
Sabre, Inc.
	10,884,245	Term Loan, 6.96%, Maturing September 30, 2014		10,362,487
Serena Software, Inc.
	1,660,313	Term Loan, 7.18%, Maturing March 10, 2013		1,607,735
Sitel (Client Logic)
	5,086,331	Term Loan, 7.30%, Maturing January 29, 2014		4,844,730
Solera Nederland Holdings
	2,736,250	Term Loan, 7.69%, Maturing May 15, 2014		2,695,206
SunGard Data Systems, Inc.
	30,409,056	Term Loan, 7.36%, Maturing February 11, 2013		30,063,488
TDS Investor Corp.
EUR	1,052,910	Term Loan, 6.98%, Maturing August 23, 2013		1,494,735
	4,957,361	Term Loan, 7.45%, Maturing August 23, 2013		4,867,509
	3,990,000	Term Loan, 7.45%, Maturing August 23, 2013		3,917,059
	994,697	Term Loan, 7.45%, Maturing August 23, 2013		976,669
Transaction Network Services, Inc.
	2,148,452	Term Loan, 7.48%, Maturing May 4, 2012		2,116,225
Valassis Communications, Inc.
	1,562,603	Term Loan, 6.95%, Maturing March 2, 2014		1,489,356
VWR International, Inc.
	5,400,000	Term Loan, 7.70%, Maturing June 28, 2013		5,226,190
WAM Acquisition, S.A.
EUR	768,581	Term Loan, 6.57%, Maturing May 4, 2014		1,083,578
EUR	481,419	Term Loan, 6.57%, Maturing May 4, 2014		678,725
EUR	768,581	Term Loan, 6.82%, Maturing May 4, 2015		1,088,632
EUR	481,419	Term Loan, 6.82%, Maturing May 4, 2015		681,890
West Corp.
	10,128,958	Term Loan, 7.27%, Maturing October 24, 2013		9,949,595
			$	164,535,616
Cable and Satellite Television — 8.4%
Atlantic Broadband Finance, LLC
$	7,497,779	Term Loan, 7.45%, Maturing September 1, 2011	$	7,407,184
Bragg Communications, Inc.
	5,125,000	Term Loan, 8.06%, Maturing August 31, 2014		5,134,609
Bresnan Broadband Holdings, LLC
	1,447,000	Term Loan, 7.18%, Maturing March 29, 2014		1,413,926
	5,000,000	Term Loan, 7.42%, Maturing March 29, 2014		4,885,715

See notes to financial statements
15

Senior Debt Portfolio as of October 31, 2007

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount*		Borrower/Tranche Description	Value
Cable and Satellite Television (continued)
Casema
EUR	658,133	Term Loan, 6.66%, Maturing November 14, 2014	$	947,053
EUR	341,867	Term Loan, 6.66%, Maturing November 14, 2014		491,947
EUR	1,000,000	Term Loan, 7.16%, Maturing November 14, 2015		1,444,813
EUR	1,000,000	Term Loan, 8.41%, Maturing May 14, 2016		1,444,218
Cequel Communications, LLC
	16,168,750	Term Loan, 7.27%, Maturing November 5, 2013		15,691,772
Charter Communications Operating, Inc.
	37,394,539	Term Loan, 6.99%, Maturing April 28, 2013		35,998,489
CSC Holdings, Inc.
	9,456,000	Term Loan, 6.88%, Maturing March 29, 2013		9,251,911
DirecTV Holdings, LLC
	3,726,154	Term Loan, 6.25%, Maturing April 13, 2013		3,708,560
Insight Midwest Holdings, LLC
	14,575,000	Term Loan, 7.00%, Maturing April 6, 2014		14,294,635
Kabel Deutschland GmbH
EUR	5,400,000	Term Loan, 6.48%, Maturing March 31, 2012		7,613,233
Kablecom
EUR	1,000,000	Term Loan, 6.66%, Maturing November 14, 2014		1,439,000
EUR	1,000,000	Term Loan, 7.16%, Maturing November 14, 2015		1,444,942
Mediacom Broadband Group
	1,950,411	Term Loan, 6.61%, Maturing January 31, 2015		1,894,337
Mediacom Illinois, LLC
	3,000,000	Term Loan, 6.69%, Maturing September 30, 2012		2,891,787
	5,978,572	Term Loan, 6.61%, Maturing January 31, 2015		5,815,094
NTL Investment Holdings, Ltd.
	3,710,370	Term Loan, 7.22%, Maturing March 30, 2012		3,609,496
GBP	1,562,881	Term Loan, 8.28%, Maturing March 30, 2012		3,152,059
GBP	1,337,119	Term Loan, 8.28%, Maturing March 30, 2012		2,696,738
GBP	1,690,449	Term Loan, 8.29%, Maturing March 30, 2012		3,409,343
GBP	859,551	Term Loan, 8.29%, Maturing March 30, 2012		1,733,564
GBP	1,000,000	Term Loan, 8.90%, Maturing March 30, 2013		2,028,013
Orion Cable GmbH
EUR	2,950,000	Term Loan, 7.03%, Maturing October 31, 2014		4,212,784
EUR	2,950,000	Term Loan, 7.98%, Maturing October 31, 2015		4,234,123
ProSiebenSat.1 Media AG
EUR	1,090,800	Term Loan, 6.19% Maturing March 2, 2015⁽⁴⁾		1,484,414
EUR	500,000	Term Loan, Maturing March 2, 2015⁽²⁾		680,424
EUR	219,647	Term Loan, 6.55%, Maturing June 26, 2015		305,833
EUR	5,215,815	Term Loan, 6.55%, Maturing June 26, 2015		7,262,417
EUR	1,090,800	Term Loan, 6.40% Maturing March 2, 2016⁽⁴⁾		1,489,148
EUR	500,000	Term Loan, Maturing March 2, 2016⁽²⁾		682,595
San Juan Cable, LLC
	982,511	Term Loan, 7.62%, Maturing October 31, 2012		945,206

Principal Amount*		Borrower/Tranche Description	Value
Cable and Satellite Television (continued)
UPC Broadband Holding B.V.
EUR	13,519,656	Term Loan, 6.30%, Maturing October 16, 2011	$	18,973,890
	5,456,905	Term Loan, 7.13%, Maturing December 31, 2014		5,288,936
YPSO Holding SA
EUR	3,969,097	Term Loan, 6.68%, Maturing July 28, 2014		5,578,636
EUR	1,531,743	Term Loan, 6.68%, Maturing July 28, 2014		2,152,892
EUR	2,499,160	Term Loan, 6.68%, Maturing July 28, 2014		3,512,613
			$	196,646,349
Chemicals and Plastics — 8.3%
AZ Chem US, Inc.
$	995,000	Term Loan, 7.54%, Maturing February 28, 2013	$	960,175
Brenntag Holding GmbH and Co. KG
EUR	2,117,647	Term Loan, 6.37%, Maturing January 18, 2014		2,996,687
	883,636	Term Loan, 7.39%, Maturing January 20, 2014		866,147
	3,616,364	Term Loan, 7.39%, Maturing January 20, 2014		3,544,789
EUR	496,877	Term Loan, 6.62%, Maturing January 18, 2015		706,457
EUR	385,476	Term Loan, 6.62%, Maturing January 18, 2015		548,067
	1,000,000	Term Loan, Maturing December 23, 2015⁽²⁾		961,875
Celanese Holdings, LLC
	2,500,000	Term Loan, 5.12%, Maturing April 2, 2014		2,460,417
	12,362,875	Term Loan, 6.98%, Maturing April 2, 2014		12,167,134
Cognis GmbH
EUR	2,510,246	Term Loan, 6.73%, Maturing September 15, 2013		3,509,128
EUR	614,754	Term Loan, 6.73%, Maturing September 15, 2013		859,378
Columbian Chemicals Acquisition
	495,000	Term Loan, 6.95%, Maturing March 16, 2013		478,912
Ferro Corp.
	6,374,500	Term Loan, 7.06%, Maturing June 6, 2012		6,270,914
First Chemical Holding
EUR	1,500,000	Term Loan, 6.75%, Maturing December 18, 2014⁽⁴⁾		2,122,352
EUR	1,500,000	Term Loan, 7.23%, Maturing December 18, 2015⁽⁴⁾		2,131,998
Foamex L.P.
	3,903,177	Term Loan, 7.44%, Maturing February 12, 2013		3,763,314
Georgia Gulf Corp.
	2,804,793	Term Loan, 7.63%, Maturing October 3, 2013		2,774,700
Hexion Specialty Chemicals, Inc.
EUR	751,752	Term Loan, 6.70%, Maturing May 5, 2012		1,079,441
	13,538,106	Term Loan, 7.50%, Maturing May 5, 2013		13,425,997
	2,940,862	Term Loan, 7.50%, Maturing May 5, 2013		2,916,509
	3,990,000	Term Loan, 8.00%, Maturing June 15, 2014		3,956,959

See notes to financial statements
16

Senior Debt Portfolio as of October 31, 2007

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount*		Borrower/Tranche Description	Value
Chemicals and Plastics (continued)
INEOS Group
$	2,440,121	Term Loan, 7.36%, Maturing December 14, 2012	$	2,391,699
	1,905,750	Term Loan, 7.36%, Maturing December 16, 2013		1,891,798
	1,905,750	Term Loan, 7.86%, Maturing December 16, 2014		1,891,798
Innophos, Inc.
	1,105,476	Term Loan, 7.01%, Maturing August 10, 2010		1,097,185
Invista B.V.
	8,867,178	Term Loan, 6.70%, Maturing April 29, 2011		8,734,170
	4,700,262	Term Loan, 6.70%, Maturing April 29, 2011		4,629,758
ISP Chemco, Inc.
	8,778,000	Term Loan, 7.09%, Maturing June 4, 2014		8,593,662
Kleopatra
EUR	1,900,000	Term Loan, 7.28%, Maturing January 3, 2016		2,533,501
	3,347,500	Term Loan, 7.74%, Maturing January 3, 2016		3,029,487
Kranton Polymers, LLC
	4,693,955	Term Loan, 7.25%, Maturing May 13, 2013		4,588,341
Lucite International Group Holdings
	634,288	Term Loan, 7.45%, Maturing July 7, 2013		623,188
	1,791,446	Term Loan, 7.45%, Maturing July 7, 2013		1,760,095
Lyondell Chemical Co.
	11,781,000	Term Loan, 6.25%, Maturing August 16, 2013		11,738,459
MacDermid, Inc.
EUR	1,486,266	Term Loan, 6.98%, Maturing April 12, 2014		2,085,747
Millenium Inorganic Chemicals
	4,400,000	Term Loan, 7.45%, Maturing April 30, 2014		4,277,165
Momentive Performance Material
	5,161,000	Term Loan, 7.81%, Maturing December 4, 2013		5,071,606
Mosaic Co.
	1,361,220	Term Loan, 6.63%, Maturing December 1, 2013		1,359,884
Nalco Co.
	13,615,586	Term Loan, 6.97%, Maturing November 4, 2010		13,561,982
Professional Paint, Inc.
	2,295,938	Term Loan, 7.64%, Maturing May 31, 2012		2,181,141
Propex Fabrics, Inc.
	2,612,767	Term Loan, 10.58%, Maturing July 31, 2012		2,338,427
Rockwood Specialties Group, Inc.
	9,052,383	Term Loan, 6.46%, Maturing December 10, 2012		8,921,693
Sigmakalon (BC) Holdco B.V.
EUR	1,820,000	Term Loan, 6.16%, Maturing September 9, 2012		2,619,920
EUR	92,758	Term Loan, 6.66%, Maturing September 9, 2013		133,527
EUR	1,204,580	Term Loan, 6.66%, Maturing September 9, 2013		1,734,013
EUR	2,202,661	Term Loan, 6.66%, Maturing September 9, 2013		3,170,767
EUR	2,135,161	Term Loan, 7.41%, Maturing September 9, 2014		3,073,598
Solo Cup Co.
	6,492,981	Term Loan, 8.66%, Maturing February 27, 2011		6,489,501

Principal Amount*		Borrower/Tranche Description	Value
Chemicals and Plastics (continued)
Solutia, Inc.
$	3,780,552	DIP Loan, 8.06%, Maturing March 31, 2008	$	3,777,009
TPG Spring UK, Ltd.
EUR	2,288,006	Term Loan, 7.48%, Maturing June 27, 2013		3,238,799
EUR	2,288,006	Term Loan, 7.98%, Maturing June 27, 2013		3,255,350
Wellman, Inc.
	3,400,000	Term Loan, 9.36%, Maturing February 10, 2009		3,324,350
			$	192,618,970
Clothing / Textiles — 0.5%
Hanesbrands, Inc.
$	4,558,813	Term Loan, 6.74%, Maturing September 5, 2013	$	4,508,383
	2,025,000	Term Loan, 8.82%, Maturing March 5, 2014		2,038,922
St. John Knits International, Inc.
	2,104,895	Term Loan, 8.20%, Maturing March 23, 2012		2,073,321
The William Carter Co.
	2,222,206	Term Loan, 6.40%, Maturing July 14, 2012		2,189,336
			$	10,809,962
Conglomerates — 2.7%
Amsted Industries, Inc.
$	5,377,595	Term Loan, 7.28%, Maturing October 15, 2010	$	5,293,570
Blount, Inc.
	1,782,751	Term Loan, 6.88%, Maturing August 9, 2010		1,749,325
Doncasters (Dunde HoldCo 4 Ltd.)
	1,429,086	Term Loan, 7.61%, Maturing July 13, 2015		1,389,821
	1,429,086	Term Loan, 8.11%, Maturing July 13, 2015		1,393,394
GBP	650,365	Term Loan, 8.60%, Maturing July 13, 2015		1,316,719
GBP	650,365	Term Loan, 9.10%, Maturing July 13, 2015		1,318,971
GenTek, Inc.
	1,360,888	Term Loan, 7.34%, Maturing February 28, 2011		1,335,371
Goodman Global Holdings, Inc.
	1,578,364	Term Loan, 7.19%, Maturing December 23, 2011		1,538,905
ISS Holdings A/S
EUR	245,614	Term Loan, 6.73%, Maturing December 31, 2013		348,299
EUR	454,386	Term Loan, 6.73%, Maturing December 31, 2013		644,353
EUR	2,504,202	Term Loan, 6.73%, Maturing December 31, 2013		3,551,249
GBP	1,704,757	Term Loan, 8.56%, Maturing December 31, 2013		3,470,549
Jarden Corp.
	8,536,712	Term Loan, 6.95%, Maturing January 24, 2012		8,381,984
	1,300,869	Term Loan, 6.95%, Maturing January 24, 2012		1,277,291
	1,995,000	Term Loan, 7.70%, Maturing January 24, 2012		1,978,998

See notes to financial statements
17

Senior Debt Portfolio as of October 31, 2007

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount*		Borrower/Tranche Description	Value
Conglomerates (continued)
Johnson Diversey, Inc.
$	1,055,362	Term Loan, 7.36%, Maturing December 16, 2010	$	1,044,149
	5,076,388	Term Loan, 7.36%, Maturing December 16, 2011		5,022,451
Polymer Group, Inc.
	2,000,000	Revolving Loan, 0.00%, Maturing November 22, 2010⁽⁴⁾		1,900,000
	8,498,625	Term Loan, 7.29%, Maturing November 22, 2012		8,434,885
RBS Global, Inc.
	3,877,869	Term Loan, 7.51%, Maturing July 19, 2013		3,860,903
	1,084,298	Term Loan, 7.64%, Maturing July 19, 2013		1,079,554
RGIS Holdings, LLC
	282,625	Term Loan, 7.25%, Maturing April 30, 2014		272,027
	5,652,500	Term Loan, 7.25%, Maturing April 30, 2014		5,440,531
US Investigations Services, Inc.
	2,000,000	Term Loan, Maturing February 21, 2015⁽²⁾		1,945,000
			$	63,988,299
Containers and Glass Products — 4.0%
Berry Plastics Corp.
$	8,233,625	Term Loan, 7.36%, Maturing April 3, 2015	$	8,012,346
Bluegrass Container Co.
	1,159,864	Term Loan, 7.29%, Maturing June 30, 2013		1,154,582
	3,876,386	Term Loan, 7.32%, Maturing June 30, 2013		3,858,733
Consolidated Container Co.
	2,910,375	Term Loan, 7.23%, Maturing March 28, 2014		2,732,115
	1,500,000	Term Loan, 10.66%, Maturing September 28, 2014		1,323,750
Crown Americas, Inc.
EUR	990,000	Term Loan, 6.25%, Maturing November 15, 2012		1,389,314
	1,361,250	Term Loan, 7.31%, Maturing November 15, 2012		1,345,368
Graham Packaging Holdings Co.
	14,029,500	Term Loan, 7.66%, Maturing October 7, 2011		13,786,172
Graphic Packaging International, Inc.
	19,004,500	Term Loan, 7.39%, Maturing May 16, 2014		18,914,571
IPG (US), Inc.
	2,089,760	Term Loan, 9.59%, Maturing July 28, 2011		2,074,087
JSG Acquisitions
EUR	5,500,000	Term Loan, 6.39%, Maturing December 31, 2014		7,784,058
EUR	5,500,000	Term Loan, 6.43%, Maturing December 31, 2014		7,819,371
OI European Group B.V.
EUR	3,830,000	Term Loan, 5.76%, Maturing June 14, 2013		5,367,895
Owens-Brockway Glass Container
	4,787,500	Term Loan, 6.59%, Maturing June 14, 2013		4,711,202
Pregis Corp.
EUR	2,450,000	Term Loan, 7.26%, Maturing October 12, 2012		3,455,924
EUR	1,000,000	Term Loan, Maturing October 12, 2013⁽²⁾		1,410,581

Principal Amount*		Borrower/Tranche Description	Value
Containers and Glass Products (continued)
Smurfit-Stone Container Corp.
$	1,986,462	Term Loan, 7.12%, Maturing November 1, 2011	$	1,970,632
	2,677,003	Term Loan, 7.43%, Maturing November 1, 2011		2,655,670
	4,388,117	Term Loan, 7.52%, Maturing November 1, 2011		4,353,148
			$	94,119,519
Cosmetics / Toiletries — 0.5%
American Safety Razor Co.
$	1,000,000	Term Loan, 11.69%, Maturing January 31, 2014	$	1,000,000
Bausch & Lomb, Inc.
	330,000	Term Loan, Maturing April 30, 2015⁽²⁾		330,928
	1,320,000	Term Loan, Maturing April 30, 2015⁽²⁾		1,323,713
KIK Custom Products, Inc.
	431,707	Term Loan, 7.46%, Maturing May 31, 2014		410,122
	2,518,293	Term Loan, 7.46%, Maturing May 31, 2014		2,392,378
Prestige Brands, Inc.
	5,720,538	Term Loan, 7.73%, Maturing April 7, 2011		5,691,935
			$	11,149,076
Drugs — 1.1%
Chattem, Inc.
$	1,527,750	Term Loan, 6.97%, Maturing January 2, 2013	$	1,523,931
Graceway Pharmaceuticals, LLC
	5,703,333	Term Loan, 7.95%, Maturing May 3, 2012		5,470,922
Pharmaceutical Holdings Corp.
	2,315,625	Term Loan, 8.07%, Maturing January 30, 2012		2,257,734
Stiefel Laboratories, Inc.
	1,903,354	Term Loan, 7.50%, Maturing December 28, 2013		1,867,666
	2,488,459	Term Loan, 7.50%, Maturing December 28, 2013		2,441,800
Warner Chilcott Corp.
	2,633,611	Term Loan, 7.20%, Maturing January 18, 2012		2,598,058
	8,799,692	Term Loan, 7.24%, Maturing January 18, 2012		8,680,896
			$	24,841,007
Ecological Services and Equipment — 1.3%
Allied Waste Industries, Inc.
$	2,671,140	Term Loan, 7.00%, Maturing January 15, 2012	$	2,626,900
	1,429,328	Term Loan, 6.54%, Maturing January 15, 2012		1,405,656
Blue Waste B.V. (AVR Acquisition)
EUR	4,000,000	Term Loan, 6.98%, Maturing April 1, 2015		5,686,931
Duratek, Inc.
	311,284	Term Loan, 7.66%, Maturing June 7, 2013		307,004

See notes to financial statements
18

Senior Debt Portfolio as of October 31, 2007

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount*		Borrower/Tranche Description	Value
Ecological Services and Equipment (continued)
EnergySolutions, LLC
$	33,018	Term Loan, 7.30%, Maturing June 7, 2013	$	32,564
	649,202	Term Loan, 7.66%, Maturing June 7, 2013		640,275
Environmental Systems Products Holdings, Inc.
	233,025	Term Loan, 13.75%, Maturing December 12, 2010⁽³⁾		233,025
IESI Corp.
	1,000,000	Term Loan, 7.17%, Maturing January 20, 2012		973,125
Kemble Water Structure Ltd.
GBP	6,500,000	Term Loan, 10.05%, Maturing October 13, 2013		13,274,916
Sensus Metering Systems, Inc.
	3,249,831	Term Loan, 7.26%, Maturing December 17, 2010		3,201,084
	211,145	Term Loan, 7.36%, Maturing December 17, 2010		207,977
Waste Services, Inc.
	1,390,947	Term Loan, 7.38%, Maturing March 31, 2011		1,370,083
			$	29,959,540
Electronics / Electrical — 2.6%
AMI Semiconductor, Inc.
$	1,128,577	Term Loan, 6.82%, Maturing April 1, 2012	$	1,091,898
Aspect Software, Inc.
	6,088,500	Term Loan, 8.25%, Maturing July 11, 2011		5,905,845
EnerSys Capital, Inc.
	3,580,444	Term Loan, 7.07%, Maturing March 17, 2011		3,517,786
FCI International S.A.S.
	687,820	Term Loan, 7.76%, Maturing November 1, 2013		667,186
	662,180	Term Loan, 7.76%, Maturing November 1, 2013		642,314
	662,180	Term Loan, 7.76%, Maturing November 1, 2013		639,500
	687,820	Term Loan, 7.76%, Maturing November 1, 2013		664,262
Freescale Semiconductor, Inc.
	13,453,362	Term Loan, 7.33%, Maturing December 1, 2013		12,943,036
Ganymed 347 VV GmbH
EUR	329,460	Term Loan, 7.35%, Maturing April 30, 2013		468,216
EUR	670,540	Term Loan, 7.35%, Maturing April 30, 2013		952,945
EUR	329,460	Term Loan, 7.84%, Maturing April 30, 2014		466,518
EUR	670,540	Term Loan, 7.84%, Maturing April 30, 2014		956,340
Infor Enterprise Solutions Holdings
EUR	1,985,000	Term Loan, 7.18%, Maturing July 28, 2012		2,778,465
	8,034,557	Term Loan, 8.95%, Maturing July 28, 2012		7,833,693
	4,191,943	Term Loan, 8.95%, Maturing July 28, 2012		4,087,144
	500,000	Term Loan, 10.70%, Maturing March 2, 2014		471,250
Invensys International Holding
	1,083,333	Term Loan, 7.36%, Maturing January 15, 2011		1,063,473
	1,166,667	Term Loan, 7.24%, Maturing January 15, 2011		1,143,333
Network Solutions, LLC
	2,458,426	Term Loan, 7.61%, Maturing March 7, 2014		2,335,504

Principal Amount*		Borrower/Tranche Description	Value
Electronics / Electrical (continued)
Open Solutions, Inc.
$	5,548,103	Term Loan, 7.28%, Maturing January 23, 2014	$	5,322,711
Sensata Technologies Finance Co.
	2,419,375	Term Loan, 6.76%, Maturing April 27, 2013		2,359,970
VeriFone, Inc.
	236,250	Term Loan, 6.71%, Maturing October 31, 2013		235,364
Vertafore, Inc.
	4,925,281	Term Loan, 8.01%, Maturing January 31, 2012		4,857,558
			$	61,404,311
Equipment Leasing — 0.6%
Maxim Crane Works, L.P.
$	2,917,688	Term Loan, 6.81%, Maturing June 29, 2014	$	2,771,803
The Hertz Corp.
	938,271	Term Loan, 6.99%, Maturing December 21, 2012		925,412
	5,215,009	Term Loan, 6.87%, Maturing December 21, 2012		5,143,537
United Rentals, Inc.
	1,587,785	Term Loan, 5.32%, Maturing February 14, 2011		1,583,021
	4,184,613	Term Loan, 7.13%, Maturing February 14, 2011		4,172,060
			$	14,595,833
Farming / Agriculture — 0.4%
BF Bolthouse HoldCo, LLC
$	2,014,125	Term Loan, 7.50%, Maturing December 16, 2012	$	1,991,466
	1,000,000	Term Loan, 10.70%, Maturing December 16, 2013		997,813
Central Garden & Pet Co.
	3,708,488	Term Loan, 6.56%, Maturing February 28, 2014		3,411,809
United Agri Products, Inc.
	1,972,519	Term Loan, 7.90%, Maturing June 8, 2012		1,972,519
			$	8,373,607
Financial Intermediaries — 1.3%
Citco III, Ltd.
$	5,525,000	Term Loan, 7.63%, Maturing June 30, 2014	$	5,373,062
Coinstar, Inc.
	1,714,153	Term Loan, 7.13%, Maturing July 7, 2011		1,712,010
E.A. Viner International Co.
	334,150	Term Loan, 7.70%, Maturing July 31, 2013		331,644
Grosvenor Capital Management
	1,535,592	Term Loan, 7.33%, Maturing December 5, 2013		1,512,558
INVESTools, Inc.
	1,625,000	Term Loan, 8.45%, Maturing August 13, 2012		1,592,500
Jupiter Asset Management Group
GBP	1,458,824	Term Loan, 8.74%, Maturing June 30, 2015		2,899,040

See notes to financial statements
19

Senior Debt Portfolio as of October 31, 2007

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount*		Borrower/Tranche Description	Value
Financial Intermediaries (continued)
LPL Holdings, Inc.
$	11,845,451	Term Loan, 7.20%, Maturing December 18, 2014	$	11,697,382
Oxford Acquisition III, Ltd.
	3,068,405	Term Loan, 6.90%, Maturing May 24, 2014		2,919,916
RJO Holdings Corp. (RJ O'Brien)
	1,525,000	Term Loan, 7.76%, Maturing July 31, 2014		1,404,906
			$	29,443,018
Food Products — 3.8%
Advantage Sales & Marketing, Inc.
$	5,157,775	Term Loan, 6.94%, Maturing March 29, 2013	$	4,983,700
	1,399,695	Term Loan, 6.94%, Maturing March 29, 2013		1,352,456
American Seafoods Group, LLC
	1,959,425	Term Loan, 6.95%, Maturing September 30, 2012		1,917,787
B&G Foods, Inc.
	1,130,435	Term Loan, 7.51%, Maturing February 26, 2013		1,116,304
BL Marketing, Ltd.
GBP	1,500,000	Term Loan, 8.81%, Maturing December 20, 2013		3,061,495
GBP	1,500,000	Term Loan, 8.21%, Maturing December 31, 2013		3,067,337
GBP	1,500,000	Term Loan, 9.31%, Maturing December 20, 2014		3,066,169
Black Lion Beverages III B.V.
EUR	1,000,000	Term Loan, 7.10%, Maturing December 31, 2013		1,414,764
EUR	1,000,000	Term Loan, 7.18%, Maturing December 31, 2014		1,421,998
Charden International B.V.
EUR	750,000	Term Loan, 7.17%, Maturing March 14, 2014		1,073,759
EUR	750,000	Term Loan, 7.17%, Maturing March 14, 2015		1,079,185
Chiquita Brands, LLC
	2,762,179	Term Loan, 7.88%, Maturing June 28, 2012		2,723,624
Dean Foods Co.
	12,213,625	Term Loan, 6.70%, Maturing April 2, 2014		11,849,293
Del Monte Corp.
	2,084,254	Term Loan, 6.45%, Maturing February 8, 2012		2,066,179
Dole Food Company, Inc.
	525,581	Term Loan, 7.29%, Maturing April 12, 2013		511,310
	3,882,733	Term Loan, 7.41%, Maturing April 12, 2013		3,777,305
	1,164,820	Term Loan, 7.57%, Maturing April 12, 2013		1,133,191
Foodvest Limited
EUR	361,667	Term Loan, 6.59%, Maturing March 16, 2014		508,417
GBP	250,000	Term Loan, 8.33%, Maturing March 16, 2014		505,056
EUR	331,746	Term Loan, 7.09%, Maturing March 16, 2015		468,754
GBP	229,317	Term Loan, 8.83%, Maturing March 16, 2015		465,653
Michael Foods, Inc.
	3,472,526	Term Loan, 7.36%, Maturing November 21, 2010		3,429,120
Nash-Finch Co.
	2,624,966	Term Loan, 7.69%, Maturing November 12, 2010		2,506,842

Principal Amount*		Borrower/Tranche Description	Value
Food Products (continued)
National Dairy Holdings, L.P.
$	4,555,435	Term Loan, 6.82%, Maturing March 15, 2012	$	4,452,938
Pinnacle Foods Finance, LLC
	3,000,000	Revolving Loan, 7.50%, Maturing April 2, 2013⁽⁴⁾		2,865,000
	13,191,938	Term Loan, 7.95%, Maturing April 2, 2014		12,784,399
Reddy Ice Group, Inc.
	7,975,000	Term Loan, 7.00%, Maturing August 9, 2012		7,835,437
Ruby Acquisitions, Ltd.
GBP	1,000,000	Term Loan, 8.84%, Maturing January 5, 2015		1,929,339
United Biscuit Holdco, Ltd.
EUR	536,692	Term Loan, 6.88%, Maturing December 14, 2014		758,503
GBP	1,713,045	Term Loan, 8.69%, Maturing December 14, 2014		3,468,238
			$	87,593,552
Food Service — 2.0%
AFC Enterprises, Inc.
$	1,140,218	Term Loan, 7.50%, Maturing May 23, 2009	$	1,121,689
Aramark Corp.
	740,615	Term Loan, Maturing January 26, 2014⁽²⁾		724,044
	10,497,113	Term Loan, 7.20%, Maturing January 26, 2014		10,262,240
GBP	1,091,750	Term Loan, 8.44%, Maturing January 27, 2014		2,211,248
Buffets, Inc.
	539,583	Term Loan, 7.95%, Maturing May 1, 2013		490,684
	4,054,776	Term Loan, 8.54%, Maturing November 1, 2013		3,687,312
Burger King Corp.
	2,163,672	Term Loan, 6.75%, Maturing June 30, 2012		2,143,658
CBRL Group, Inc.
	5,544,712	Term Loan, 6.86%, Maturing April 27, 2013		5,406,095
Denny's, Inc.
	253,333	Term Loan, 7.12%, Maturing March 31, 2012		250,167
	1,298,421	Term Loan, 7.26%, Maturing March 31, 2012		1,282,191
JRD Holdings, Inc.
	2,082,813	Term Loan, 7.74%, Maturing June 26, 2014		2,041,156
Maine Beverage Co., LLC
	2,116,071	Term Loan, 6.98%, Maturing March 31, 2013		2,105,491
NPC International, Inc.
	2,000,000	Term Loan, 6.98%, Maturing May 3, 2013		1,930,000
OSI Restaurant Partners, LLC
	197,368	Term Loan, 5.52%, Maturing June 14, 2013		190,658
	2,421,563	Term Loan, 7.06%, Maturing June 14, 2014		2,339,229
QCE Finance, LLC
	4,253,693	Term Loan, 7.45%, Maturing May 5, 2013		4,131,106

See notes to financial statements
20

Senior Debt Portfolio as of October 31, 2007

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount*		Borrower/Tranche Description	Value
Food Service (continued)
Sagittarius Restaurants, LLC
$	1,255,875	Term Loan, 7.45%, Maturing March 29, 2013	$	1,161,684
Selecta
GBP	2,500,000	Term Loan, 8.61%, Maturing June 28, 2015		4,907,739
			$	46,386,391
Food / Drug Retailers — 1.5%
General Nutrition Centers, Inc.
$	3,582,000	Term Loan, 7.48%, Maturing September 16, 2013	$	3,417,454
Pantry, Inc. (The)
	788,889	Term Loan, 0.00%, Maturing May 15, 2014⁽⁴⁾		765,715
	2,754,208	Term Loan, 6.51%, Maturing May 15, 2014		2,673,303
Rite Aid Corp.
	12,800,000	Term Loan, 6.79%, Maturing June 1, 2014		12,480,000
Roundy's Supermarkets, Inc.
	12,144,726	Term Loan, 8.46%, Maturing November 3, 2011		12,104,248
Supervalu, Inc.
	2,614,976	Term Loan, 6.62%, Maturing June 1, 2012		2,585,558
			$	34,026,278
Forest Products — 1.7%
Appleton Papers, Inc.
$	4,438,875	Term Loan, 7.02%, Maturing June 5, 2014	$	4,279,355
Georgia-Pacific Corp.
	11,910,000	Term Loan, 7.37%, Maturing December 20, 2012		11,647,337
	20,318,051	Term Loan, 7.41%, Maturing December 20, 2012		19,869,956
NewPage Corp.
	2,016,501	Term Loan, 7.47%, Maturing May 2, 2011		2,001,377
Xerium Technologies, Inc.
	2,953,145	Term Loan, 7.95%, Maturing May 18, 2012		2,801,796
			$	40,599,821
Healthcare — 8.8%
Accellent, Inc.
$	2,692,199	Term Loan, 8.01%, Maturing November 22, 2012	$	2,571,050
Alliance Imaging, Inc.
	4,428,777	Term Loan, 7.63%, Maturing December 29, 2011		4,395,562
American Medical Systems
	4,446,896	Term Loan, 7.57%, Maturing July 20, 2012		4,341,283
AMN Healthcare, Inc.
	1,186,660	Term Loan, 6.95%, Maturing November 2, 2011		1,156,623
AMR HoldCo, Inc.
	1,804,368	Term Loan, 7.71%, Maturing February 10, 2012		1,764,898
Biomet, Inc.
EUR	4,100,000	Term Loan, 7.72%, Maturing December 26, 2014		5,898,309
	4,475,000	Term Loan, 8.20%, Maturing December 26, 2014		4,459,490

Principal Amount*		Borrower/Tranche Description	Value
Healthcare (continued)
Capio AB
EUR	454,102	Term Loan, 6.85%, Maturing April 24, 2015	$	647,939
EUR	545,898	Term Loan, 6.85%, Maturing April 24, 2015		778,919
EUR	454,102	Term Loan, 6.98%, Maturing April 24, 2016		651,223
EUR	545,898	Term Loan, 6.98%, Maturing April 24, 2016		782,867
Cardinal Health 409, Inc.
	6,059,813	Term Loan, 7.45%, Maturing April 10, 2014		5,839,199
Carestream Health, Inc.
	5,950,000	Term Loan, 7.11%, Maturing April 30, 2013		5,769,644
Carl Zeiss Vision Holding GmbH
	3,700,889	Term Loan, 7.64%, Maturing March 23, 2015		3,620,702
Community Health Systems, Inc.
	1,546,790	Term Loan, 0.00%, Maturing July 25, 2014⁽⁴⁾		1,512,954
	23,453,210	Term Loan, 7.76%, Maturing July 25, 2014		22,940,171
Concentra, Inc.
	2,194,500	Term Loan, 7.45%, Maturing June 25, 2014		2,136,894
ConMed Corp.
	1,505,097	Term Loan, 6.32%, Maturing April 13, 2013		1,482,521
CRC Health Corp.
	1,386,000	Term Loan, 7.45%, Maturing February 6, 2013		1,355,681
	3,511,790	Term Loan, 7.45%, Maturing February 6, 2013		3,434,970
Dako (Eqt Project Delphi)
EUR	1,336,866	Term Loan, 6.91%, Maturing May 31, 2015		1,798,723
DaVita, Inc.
	13,807,224	Term Loan, 6.75%, Maturing October 5, 2012		13,545,467
Encore Medical Finance, LLC
	2,871,007	Term Loan, 7.84%, Maturing November 3, 2013		2,863,830
FHC Health Systems, Inc.
	504,799	Term Loan, 12.33%, Maturing December 18, 2009		512,371
	353,360	Term Loan, 14.33%, Maturing December 18, 2009		358,660
Gambro Holding AB
	1,324,583	Term Loan, 7.56%, Maturing June 5, 2014		1,301,403
	1,324,583	Term Loan, 8.06%, Maturing June 5, 2015		1,308,026
HCA, Inc.
	22,151,500	Term Loan, 7.45%, Maturing November 18, 2013		21,679,141
Health Management Association, Inc.
	9,803,244	Term Loan, 6.94%, Maturing February 28, 2014		9,389,331
HealthSouth Corp.
	2,919,000	Term Loan, 7.63%, Maturing March 10, 2013		2,863,606
Iasis Healthcare, LLC
	971,781	Term Loan, 5.96%, Maturing March 14, 2014⁽⁴⁾		928,962
	259,141	Term Loan, 6.79%, Maturing March 14, 2014		247,723
	2,829,858	Term Loan, 7.07%, Maturing March 14, 2014		2,705,168
IM U.S. Holdings, LLC
	3,915,188	Term Loan, 7.20%, Maturing June 26, 2014		3,841,778

See notes to financial statements
21

Senior Debt Portfolio as of October 31, 2007

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount*		Borrower/Tranche Description	Value
Healthcare (continued)
Invacare Corp.
$	3,573,000	Term Loan, 7.11%, Maturing February 12, 2013	$	3,482,560
inVentiv Health, Inc.
	178,571	Term Loan, 0.00%, Maturing July 6, 2014⁽⁴⁾		174,554
	2,939,062	Term Loan, 6.57%, Maturing July 7, 2014		2,872,934
Leiner Health Products, Inc.
	3,144,375	Term Loan, 9.65%, Maturing May 27, 2011		2,981,915
LifeCare Holdings, Inc.
	3,234,000	Term Loan, 8.20%, Maturing August 11, 2012		3,015,705
LifePoint Hospitals, Inc.
	6,327,801	Term Loan, 7.17%, Maturing April 15, 2012		6,218,197
Magellan Health Services, Inc.
	1,749,249	Term Loan, 5.22%, Maturing August 15, 2008		1,714,264
	655,968	Term Loan, 6.87%, Maturing August 15, 2008		642,849
Matria Healthcare, Inc.
	1,388,932	Term Loan, 7.34%, Maturing January 19, 2012		1,361,153
MultiPlan Merger Corp.
	1,700,500	Term Loan, 7.25%, Maturing April 12, 2013		1,667,907
	1,340,788	Term Loan, 7.25%, Maturing April 12, 2013		1,315,089
National Mentor Holdings, Inc.
	190,400	Term Loan, Maturing June 29, 2013⁽²⁾		186,592
	3,169,480	Term Loan, 7.20%, Maturing June 29, 2013		3,106,090
Nyco Holdings
EUR	3,887,500	Term Loan, 7.21%, Maturing December 29, 2014		5,267,804
EUR	3,887,500	Term Loan, 7.71%, Maturing December 29, 2015		5,293,113
P&F Capital S.A.R.L.
EUR	313,835	Term Loan, 6.79%, Maturing February 21, 2014		449,595
EUR	97,573	Term Loan, 7.29%, Maturing February 21, 2014		139,781
EUR	187,852	Term Loan, 7.29%, Maturing February 21, 2014		269,113
EUR	150,740	Term Loan, 7.29%, Maturing February 21, 2014		215,948
EUR	141,892	Term Loan, 7.29%, Maturing February 21, 2015		204,298
EUR	52,703	Term Loan, 7.29%, Maturing February 21, 2015		75,882
EUR	109,459	Term Loan, 7.29%, Maturing February 21, 2015		157,602
EUR	445,946	Term Loan, 7.29%, Maturing February 21, 2015		642,081
RadNet Management, Inc.
	1,637,627	Term Loan, 9.22%, Maturing November 15, 2012		1,641,721
ReAble Therapeutics Finance, LLC
	4,644,320	Term Loan, 7.45%, Maturing November 3, 2013		4,574,655
Renal Advantage, Inc.
	1,102,856	Term Loan, 8.10%, Maturing October 5, 2012		1,079,420
Select Medical Holding Corp.
	6,140,366	Term Loan, 7.48%, Maturing February 24, 2012		5,907,542
Sunrise Medical Holdings, Inc.
	2,692,477	Term Loan, 9.42%, Maturing May 13, 2010		2,423,230

Principal Amount*		Borrower/Tranche Description	Value
Healthcare (continued)
Vanguard Health Holding Co., LLC
$	6,890,183	Term Loan, 7.45%, Maturing September 23, 2011	$	6,754,536
Viant Holdings, Inc.
	1,745,625	Term Loan, 7.45%, Maturing June 25, 2014		1,636,523
			$	204,357,741
Home Furnishings — 1.3%
Hunter Fan Co.
$	162,857	Term Loan, 0.00%, Maturing April 16, 2014⁽⁴⁾	$	148,200
	1,733,207	Term Loan, 8.03%, Maturing April 16, 2014		1,577,219
Interline Brands, Inc.
	2,790,761	Term Loan, 6.57%, Maturing June 23, 2013		2,731,457
	1,929,348	Term Loan, 6.57%, Maturing June 23, 2013		1,888,349
National Bedding Co., LLC
	1,872,128	Term Loan, 7.09%, Maturing August 31, 2011		1,771,501
Oreck Corp.
	1,259,927	Term Loan, 9.25%, Maturing February 2, 2012		951,245
Sanitec, Ltd. Oy
EUR	3,000,000	Term Loan, 7.05%, Maturing April 7, 2013		4,149,587
EUR	3,000,000	Term Loan, 7.55%, Maturing April 7, 2014		4,169,353
Sealy Mattress Co.
	3,468,750	Term Loan, 6.47%, Maturing August 25, 2012		3,347,344
Simmons Co.
	9,060,869	Term Loan, 7.36%, Maturing December 19, 2011		8,924,956
	2,000,000	Term Loan, 10.65%, Maturing February 15, 2012		1,870,000
			$	31,529,211
Industrial Equipment — 2.4%
Aearo Technologies, Inc.
$	2,294,250	Term Loan, 7.45%, Maturing July 2, 2014	$	2,223,989
Alliance Laundry Holdings, LLC
	1,537,021	Term Loan, 7.86%, Maturing January 27, 2012		1,529,336
CEVA Group PLC U.S.
EUR	264,473	Term Loan, 7.16%, Maturing January 4, 2014		375,758
EUR	449,105	Term Loan, 7.16%, Maturing January 4, 2014		638,079
EUR	551,952	Term Loan, 7.16%, Maturing January 4, 2014		784,203
EUR	435,446	Term Loan, 7.73%, Maturing January 4, 2014		618,674
	3,503,062	Term Loan, 8.13%, Maturing January 4, 2014		3,450,517
	413,158	Term Loan, 8.20%, Maturing January 4, 2014		406,961
Colfax Corp.
	4,996,633	Term Loan, 7.50%, Maturing November 30, 2011		4,965,404
EPD Holdings (Goodyear Engineering Products)
	459,375	Term Loan, 0.00%, Maturing July 13, 2014⁽⁴⁾		452,102
	3,215,625	Term loan, 7.46%, Maturing July 13, 2014		3,164,712
	1,000,000	Term Loan, 10.71%, Maturing July 13, 2015		968,333

See notes to financial statements
22

Senior Debt Portfolio as of October 31, 2007

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount*		Borrower/Tranche Description	Value
Industrial Equipment (continued)
Flowserve Corp.
$	6,871,833	Term Loan, 6.78%, Maturing August 10, 2012	$	6,773,050
Generac Acquisition Corp.
	3,786,750	Term Loan, 7.73%, Maturing November 7, 2013		3,355,329
	2,000,000	Term Loan, 11.23%, Maturing April 7, 2014		1,455,834
Gleason Corp.
	1,748,933	Term Loan, 7.17%, Maturing June 30, 2013		1,733,630
	590,855	Term Loan, 7.42%, Maturing June 30, 2013		585,685
Jason, Inc.
	1,496,250	Term Loan, 8.03%, Maturing April 30, 2010		1,458,844
John Maneely Co.
	5,707,196	Term Loan, 8.52%, Maturing December 8, 2013		5,336,229
KION Group GmbH
	750,000	Term Loan, 7.49%, Maturing January 28, 2015		738,154
	750,000	Term Loan, 7.74%, Maturing January 28, 2016		741,221
Polypore, Inc.
EUR	741,140	Term Loan, 6.41%, Maturing July 3, 2014		1,045,438
	8,478,750	Term Loan, 7.07%, Maturing July 3, 2014		8,277,380
Terex Corp.
	2,123,125	Term Loan, 6.95%, Maturing July 13, 2013		2,112,509
TFS Acquisition Corp.
	1,955,250	Term Loan, 8.70%, Maturing August 11, 2013		1,925,921
			$	55,117,292
Insurance — 1.0%
Alliant Holdings I, Inc.
$	2,925,000	Term Loan, Maturing August 21, 2014⁽²⁾	$	2,895,750
CCC Information Services Group, Inc.
	2,073,778	Term Loan, 7.71%, Maturing February 10, 2013		2,055,632
Conseco, Inc.
	10,537,499	Term Loan, 6.82%, Maturing September 25, 2013		10,094,049
Crump Group, Inc.
	3,150,000	Term Loan, Maturing August 4, 2014⁽²⁾		3,102,750
Hub International Holdings, Inc.
	507,444	Term Loan, 8.01%, Maturing June 13, 2014⁽⁴⁾		498,247
	2,261,489	Term Loan, 8.20%, Maturing June 13, 2014		2,220,499
U.S.I. Holdings Corp.
	2,768,062	Term Loan, 7.95%, Maturing May 4, 2014		2,726,542
			$	23,593,469
Leisure Goods / Activities / Movies — 5.8%
24 Hour Fitness Worldwide, Inc.
$	5,791,800	Term Loan, 7.81%, Maturing June 8, 2012	$	5,704,923

Principal Amount*		Borrower/Tranche Description	Value
Leisure Goods / Activities / Movies (continued)
AMC Entertainment, Inc.
$	6,042,375	Term Loan, 6.61%, Maturing January 26, 2013	$	5,947,492
Bombardier Recreational Product
	5,650,633	Term Loan, 7.70%, Maturing June 28, 2013		5,502,304
Carmike Cinemas, Inc.
	2,201,562	Term Loan, 9.00%, Maturing May 19, 2012		2,197,892
	2,976,912	Term Loan, 9.23%, Maturing May 19, 2012		2,971,950
Cedar Fair, L.P.
	10,921,800	Term Loan, 6.75%, Maturing August 30, 2012		10,723,842
Cinemark, Inc.
	10,475,858	Term Loan, 7.25%, Maturing October 5, 2013		10,259,793
Deluxe Entertainment Services
	96,457	Term Loan, 5.10%, Maturing January 28, 2011		93,804
	2,086,879	Term Loan, 7.45%, Maturing January 28, 2011		2,029,490
	189,499	Term Loan, 7.45%, Maturing January 28, 2011		184,288
DW Funding, LLC
	2,366,179	Term Loan, 7.10%, Maturing May 4, 2011		2,336,602
Easton-Bell Sports, Inc.
	1,488,665	Term Loan, 6.85%, Maturing March 16, 2012		1,446,564
Fender Musical Instruments Corp.
	983,333	Term Loan, 0.00%, Maturing June 9, 2014⁽⁴⁾		948,917
	1,961,750	Term Loan, 7.65%, Maturing June 9, 2014		1,893,089
HEI Acquisition, LLC
	3,000,000	Term Loan, 9.02%, Maturing April 13, 2014		2,940,000
Metro-Goldwyn-Mayer Holdings, Inc.
	20,116,144	Term Loan, 8.45%, Maturing April 8, 2012		19,336,643
National CineMedia, LLC
	2,700,000	Term Loan, 7.46%, Maturing February 13, 2015		2,613,938
Regal Cinemas Corp.
	12,624,981	Term Loan, 6.70%, Maturing November 10, 2010		12,363,152
Revolution Studios Distribution Co., LLC
	4,567,749	Term Loan, 8.51%, Maturing December 21, 2014		4,544,910
	2,825,000	Term Loan, 11.76%, Maturing June 21, 2015		2,782,625
Six Flags Theme Parks, Inc.
	7,258,399	Term Loan, 7.75%, Maturing April 30, 2015		6,934,043
Southwest Sports Group, LLC
	3,725,000	Term Loan, 7.75%, Maturing December 22, 2010		3,659,813
Universal City Development Partners, Ltd.
	6,256,073	Term Loan, 7.33%, Maturing June 9, 2011		6,201,332
WMG Acquisition Corp.
	2,850,000	Revolving Loan, 0.00%, Maturing February 28, 2010⁽⁴⁾		2,768,063
	20,195,987	Term Loan, 7.42%, Maturing February 28, 2011		19,766,822
			$	136,152,291

See notes to financial statements
23

Senior Debt Portfolio as of October 31, 2007

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount*		Borrower/Tranche Description	Value
Lodging and Casinos — 4.5%
Ameristar Casinos, Inc.
$	3,561,563	Term Loan, 8.43%, Maturing November 10, 2012	$	3,534,851
Bally Technologies, Inc.
	8,049,541	Term Loan, 8.64%, Maturing September 4, 2009		8,026,060
CCM Merger, Inc.
	2,844,500	Term Loan, 7.30%, Maturing July 13, 2012		2,784,054
Choctaw Resort Development Enterprise
	1,349,843	Term Loan, 6.95%, Maturing November 4, 2011		1,329,596
Full Moon Holdco 3 Ltd.
GBP	500,000	Term Loan, 9.20%, Maturing November 20, 2014		1,011,735
GBP	500,000	Term Loan, 9.70%, Maturing November 20, 2015		1,016,928
Gala Electric Casinos, Ltd.
GBP	4,521,145	Term Loan, 8.81%, Maturing December 12, 2013		9,067,197
GBP	4,521,467	Term Loan, 9.30%, Maturing December 12, 2014		9,114,807
Green Valley Ranch Gaming, LLC
	1,653,648	Term Loan, 7.41%, Maturing February 16, 2014		1,620,575
Herbst Gaming, Inc.
	4,709,963	Term Loan, 8.16%, Maturing December 2, 2011		4,688,622
	2,463,214	Term Loan, 8.17%, Maturing December 2, 2011		2,452,053
Isle of Capri Casinos, Inc.
	1,358,824	Term Loan, 0.00%, Maturing November 30, 2013⁽⁴⁾		1,311,435
	1,807,235	Term Loan, 6.64%, Maturing November 30, 2013		1,744,207
	4,518,088	Term Loan, 6.74%, Maturing November 30, 2013		4,360,520
LodgeNet Entertainment Corp.
	2,743,125	Term Loan, 7.20%, Maturing April 4, 2014		2,697,693
New World gaming Partners, Ltd
	3,354,167	Term Loan, Maturing June 30, 2014⁽²⁾		3,220,000
	670,833	Term Loan, Maturing June 30, 2014⁽²⁾		644,000
Penn National Gaming, Inc.
	18,075,389	Term Loan, 6.90%, Maturing October 3, 2012		17,983,765
Seminole Tribe of Florida
	1,364,575	Term Loan, 6.75%, Maturing March 5, 2014		1,355,193
	408,097	Term Loan, 6.97%, Maturing March 5, 2014		405,291
	1,377,328	Term Loan, 7.13%, Maturing March 5, 2014		1,367,859
Trump Entertainment Resorts Holdings, L.P.
	2,504,844	Term Loan, 7.86%, Maturing May 20, 2012		2,479,795
	2,504,844	Term Loan, 7.90%, Maturing May 20, 2012		2,479,795
Venetian Casino Resort/Las Vegas Sands Inc.
	2,860,000	Term Loan, 0.00%, Maturing May 14, 2014⁽⁴⁾		2,781,213
	11,411,400	Term Loan, 6.95%, Maturing May 23, 2014		11,097,039
VML US Finance, LLC
	1,400,000	Term Loan, 7.45%, Maturing May 25, 2012		1,373,875
	2,800,000	Term Loan, 7.45%, Maturing May 25, 2013		2,747,749
Wimar Opco, LLC
	2,701,445	Term Loan, 7.45%, Maturing January 3, 2012		2,640,662
			$	105,336,569

Principal Amount*		Borrower/Tranche Description	Value
Nonferrous Metals / Minerals — 1.9%
Almatis Holdings BV
EUR	367,294	Term Loan, 6.96%, Maturing May 4, 2015	$	516,770
EUR	745,528	Term Loan, 6.96%, Maturing May 4, 2015		1,052,302
EUR	987,178	Term Loan, 6.96%, Maturing May 4, 2015		1,393,387
EUR	367,294	Term Loan, 7.34%, Maturing May 4, 2016		519,426
EUR	987,178	Term Loan, 7.34%, Maturing May 4, 2016		1,400,528
EUR	745,528	Term Loan, 7.34%, Maturing May 4, 2016		1,057,695
Alpha Natural Resources, LLC
	2,873,813	Term Loan, 6.95%, Maturing October 26, 2012		2,860,642
Euramax Europe B.V.
EUR	1,391,082	Term Loan, 8.02%, Maturing June 29, 2012		1,871,670
Euramax International, Inc.
	2,122,525	Term Loan, 8.24%, Maturing June 28, 2012		1,977,487
Magnum Coal Co.
	602,273	Term Loan, 8.01%, Maturing March 21, 2013		549,574
	5,932,386	Term Loan, 8.42%, Maturing March 21, 2013		5,413,303
Murray Energy Corp.
	1,540,500	Term Loan, 8.54%, Maturing January 28, 2010		1,540,500
Neo Material Technologies, Inc.
	3,650,000	Term Loan, 8.69%, Maturing August 31, 2009		3,650,000
Noranda Aluminum Acquisition
	1,313,625	Term Loan, 7.51%, Maturing May 18, 2014		1,288,447
Novelis, Inc.
	2,104,102	Term Loan, 7.20%, Maturing July 7, 2014		2,050,622
	4,629,023	Term Loan, 7.20%, Maturing July 7, 2014		4,511,368
Oxbow Carbon and Mineral Holdings
	4,345,612	Term Loan, 7.19%, Maturing May 8, 2014		4,190,800
	381,594	Term Loan, 7.20%, Maturing May 8, 2014		368,000
Stillwater Mining Co.
	1,320,000	Revolving Loan, 0.00%, Maturing July 30, 2009⁽⁴⁾		1,296,900
	4,337,904	Term Loan, 7.06%, Maturing July 30, 2010		4,302,658
Thompson Creek Metals Co.
	2,453,599	Term Loan, 9.56%, Maturing October 26, 2012		2,459,733
			$	44,271,812
Oil and Gas — 2.7%
Atlas Pipeline Partners, L.P.
$	5,100,000	Term Loan, 7.55%, Maturing July 20, 2014	$	5,096,813
Big West Oil, LLC
	1,333,750	Term Loan, 0.00%, Maturing May 1, 2014⁽⁴⁾		1,293,738
	1,085,188	Term Loan, 7.45%, Maturing May 1, 2014		1,052,632
Dresser, Inc.
	5,815,120	Term Loan, 7.99%, Maturing May 4, 2014		5,707,907

See notes to financial statements
24

Senior Debt Portfolio as of October 31, 2007

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount*		Borrower/Tranche Description	Value
Oil and Gas (continued)
Dynegy Holdings, Inc.
$	4,382,979	Term Loan, 6.32%, Maturing April 2, 2013	$	4,248,408
	767,021	Term Loan, 6.63%, Maturing April 2, 2013		743,471
El Paso Corp.
	4,150,000	Term Loan, 7.32%, Maturing July 31, 2011		4,100,719
Energy Transfer Equity, L.P.
	5,825,000	Term Loan, 7.11%, Maturing February 8, 2012		5,739,448
Enterprise GP Holdings L.P
	3,325,000	Term Loan, Maturing October 31, 2014⁽²⁾		3,319,806
Hercules Offshore, Inc.
	2,294,250	Term Loan, 6.99%, Maturing July 11, 2013		2,268,440
Key Energy Services, Inc.
	4,092,112	Term Loan, 7.64%, Maturing June 30, 2012		4,080,605
Kinder Morgan, Inc.
	8,704,773	Term Loan, 6.26%, Maturing May 21, 2014		8,505,285
Niska Gas Storage
	767,681	Term Loan, 7.28%, Maturing May 13, 2011		750,408
	660,536	Term Loan, 7.32%, Maturing May 13, 2011		645,674
	447,440	Term Loan, 7.33%, Maturing May 13, 2011		437,373
	4,075,067	Term Loan, 7.32%, Maturing May 12, 2013		3,983,378
Primary Natural Resources, Inc.
	1,970,000	Term Loan, 7.50%, Maturing July 28, 2010⁽³⁾		1,945,375
Targa Resources, Inc.
	1,225,740	Term Loan, 5.07%, Maturing October 31, 2012		1,216,853
	3,290,156	Term Loan, 7.53%, Maturing October 31, 2012		3,266,303
Volnay Acquisition Co.
	4,551,750	Term Loan, 7.13%, Maturing January 12, 2014		4,528,991
			$	62,931,627
Publishing — 9.8%
American Media Operations, Inc.
$	12,000,000	Term Loan, 8.80%, Maturing January 31, 2013	$	11,865,000
Aster Zweite Beteiligungs GmbH
	2,475,000	Term Loan, 7.39%, Maturing September 27, 2013		2,389,922
Black Press US Partnership
	663,850	Term Loan, 7.54%, Maturing August 2, 2013		652,233
	1,093,400	Term Loan, 7.54%, Maturing August 2, 2013		1,074,266
CanWest MediaWorks, Ltd.
	2,693,250	Term Loan, 7.54%, Maturing July 13, 2014		2,666,318
Dex Media West, LLC
	6,481,332	Term Loan, 7.05%, Maturing March 9, 2010		6,419,759
GateHouse Media Operating, Inc.
	2,061,957	Term Loan, 7.27%, Maturing August 28, 2014		1,924,063
	4,838,043	Term Loan, 7.51%, Maturing August 28, 2014		4,514,499
	2,225,000	Term Loan, 7.72%, Maturing August 28, 2014		2,077,594

Principal Amount*		Borrower/Tranche Description	Value
Publishing (continued)
Idearc, Inc.
$	22,703,438	Term Loan, 7.20%, Maturing November 17, 2014	$	22,418,464
MediaNews Group, Inc.
	2,987,188	Term Loan, 7.14%, Maturing August 2, 2013		2,860,232
Mediannuaire Holding
EUR	3,100,000	Term Loan, 6.50%, Maturing October 24, 2013		4,385,418
EUR	500,000	Term Loan, 7.00%, Maturing October 10, 2014		704,774
EUR	500,000	Term Loan, 7.50%, Maturing October 10, 2015		708,391
Merrill Communications, LLC
	5,652,389	Term Loan, 7.27%, Maturing May 9, 2011		5,567,603
Nebraska Book Co., Inc.
	3,975,158	Term Loan, 7.65%, Maturing March 4, 2011		3,915,531
Nelson Education, Ltd.
	1,550,000	Term Loan, 7.70%, Maturing July 5, 2014		1,455,063
Newspaper Holdings, Inc.
	8,925,000	Term Loan, 6.31%, Maturing July 24, 2014		8,389,500
Nielsen Finance, LLC
	20,641,530	Term Loan, 7.36%, Maturing August 9, 2013		20,128,361
Penton Media, Inc.
	1,791,000	Term Loan, 7.24%, Maturing February 1, 2013		1,708,166
Philadelphia Newspapers, LLC
	2,188,053	Term Loan, 8.75%, Maturing June 29, 2013		2,013,008
R.H. Donnelley Corp.
	10,004,294	Term Loan, 7.01%, Maturing June 30, 2011		9,884,803
Reader's Digest Association
	4,750,000	Revolving Loan, 6.94%, Maturing February 2, 2013⁽⁴⁾		4,441,250
	16,318,103	Term Loan, 7.54%, Maturing March 2, 2014		15,518,515
Riverdeep Interactive Learning USA, Inc.
	9,979,523	Term Loan, 7.95%, Maturing December 20, 2013		9,937,938
Seat Pagine Gialle SpA
EUR	5,419,677	Term Loan, 6.16%, Maturing May 25, 2012		7,788,642
Source Media, Inc.
	2,083,385	Term Loan, 7.07%, Maturing November 8, 2011		2,028,696
SP Newsprint Co.
	4,511,111	Term Loan, 7.00%, Maturing January 9, 2010		4,420,889
Springer Science+Business Media
	945,117	Term Loan, 7.75%, Maturing May 5, 2011		927,692
	1,023,877	Term Loan, 8.12%, Maturing May 5, 2012		1,009,798
	945,117	Term Loan, 8.12%, Maturing May 5, 2012		932,418
The Star Tribune Co.
	1,641,750	Term Loan, 7.45%, Maturing March 5, 2014		1,369,494
TL Acquisitions, Inc.
	5,700,000	Term Loan, 7.95%, Maturing July 5, 2014		5,525,831
Trader Media Corp.
GBP	6,321,250	Term Loan, 8.42%, Maturing March 23, 2015		12,639,019

See notes to financial statements
25

Senior Debt Portfolio as of October 31, 2007

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount*		Borrower/Tranche Description	Value
Publishing (continued)
Tribune Co.
$	8,160,000	Term Loan, 7.74%, Maturing May 17, 2009	$	8,077,764
	8,478,750	Term Loan, 8.24%, Maturing May 17, 2014		7,893,716
World Directories Acquisition
EUR	4,000,000	Term Loan, 6.72%, Maturing May 31, 2014		5,587,349
Xsys US, Inc.
EUR	1,546,742	Term Loan, 7.00%, Maturing September 27, 2014		2,182,738
	3,795,776	Term Loan, 7.39%, Maturing September 27, 2013		3,665,296
	3,877,093	Term Loan, 7.39%, Maturing September 27, 2014		3,758,357
	1,290,100	Term Loan, 9.63%, Maturing September 27, 2015		1,248,978
YBR Acquisition BV
EUR	750,000	Term Loan, 7.23%, Maturing June 30, 2013		1,076,052
EUR	2,500,000	Term Loan, 7.23%, Maturing June 30, 2013		3,586,840
EUR	750,000	Term Loan, 7.73%, Maturing June 30, 2014		1,079,928
EUR	2,500,000	Term Loan, 7.73%, Maturing June 30, 2014		3,599,760
Yell Group, PLC
	3,850,000	Term Loan, 6.75%, Maturing February 10, 2013		3,805,787
			$	229,825,715
Radio and Television — 5.0%
Block Communications, Inc.
$	1,815,159	Term Loan, 7.20%, Maturing December 22, 2011	$	1,751,628
Citadel Broadcasting Corp.
	11,850,000	Term Loan, 6.63%, Maturing June 12, 2014		11,402,663
CMP Susquehanna Corp.
	4,187,857	Term Loan, 7.07%, Maturing May 5, 2013		4,062,221
Discovery Communications, Inc.
	7,032,375	Term Loan, 7.20%, Maturing May 14, 2014		6,956,193
Emmis Operating Co.
	2,277,150	Term Loan, 7.20%, Maturing November 2, 2013		2,228,761
Gray Television, Inc.
	3,960,000	Term Loan, 6.73%, Maturing January 19, 2015		3,828,001
LBI Media, Inc.
	1,970,000	Term Loan, 6.32%, Maturing March 31, 2012		1,891,200
NEP II, Inc.
	2,164,118	Term Loan, 7.45%, Maturing February 16, 2014		2,070,791
Nexstar Broadcasting, Inc.
	4,549,204	Term Loan, 6.95%, Maturing October 1, 2012		4,395,668
	4,308,310	Term Loan, 6.95%, Maturing October 1, 2012		4,162,905
NextMedia Operating, Inc.
	815,110	Term Loan, 7.05%, Maturing November 15, 2012		780,468
	362,267	Term Loan, 7.12%, Maturing November 15, 2012		346,871
PanAmSat Corp.
	7,449,750	Term Loan, 7.12%, Maturing January 3, 2014		7,374,589

Principal Amount*		Borrower/Tranche Description	Value
Radio and Television (continued)
Paxson Communications Corp.
$	8,300,000	Term Loan, 8.49%, Maturing January 15, 2012	$	8,217,000
Raycom TV Broadcasting, LLC
	7,850,000	Term Loan, 6.31%, Maturing June 25, 2014		7,653,750
SFX Entertainment
	3,853,381	Term Loan, 7.95%, Maturing June 21, 2013		3,795,580
Spanish Broadcasting System, Inc.
	6,191,250	Term Loan, 6.95%, Maturing June 10, 2012		5,873,948
Tyrol Acquisition 2 SAS
EUR	2,800,000	Term Loan, 6.37%, Maturing January 19, 2015		3,932,537
EUR	2,800,000	Term Loan, 6.62%, Maturing January 19, 2016		3,949,206
EUR	1,250,000	Term Loan, 7.62%, Maturing July 19, 2016		1,742,128
Univision Communications, Inc.
	2,600,000	Term Loan, 7.25%, Maturing March 29, 2009		2,583,750
	877,517	Term Loan, 0.00% Maturing September 29, 2014⁽⁴⁾		833,092
	25,272,483	Term Loan, 7.20%, Maturing September 29, 2014		23,993,064
Young Broadcasting, Inc.
	3,553,213	Term Loan, 7.87%, Maturing November 3, 2012		3,411,084
			$	117,237,098
Rail Industries — 0.5%
Kansas City Southern Railway Co.
$	6,221,250	Term Loan, 6.68%, Maturing April 26, 2013	$	6,113,933
RailAmerica, Inc.
	5,125,000	Term Loan, 7.81%, Maturing August 14, 2008		5,054,531
			$	11,168,464
Retailers (Except Food and Drug) — 2.6%
American Achievement Corp.
$	1,218,728	Term Loan, 7.48%, Maturing March 25, 2011	$	1,194,353
Amscan Holdings, Inc.
	1,592,000	Term Loan, 7.56%, Maturing May 25, 2013		1,544,240
Claire's Stores, Inc.
	1,172,063	Term Loan, 7.95%, Maturing May 24, 2014		1,108,149
Coinmach Laundry Corp.
	11,518,088	Term Loan, 7.74%, Maturing December 19, 2012		11,460,497
Cumberland Farms, Inc.
	4,207,500	Term Loan, 7.64%, Maturing September 30, 2013		4,165,425
Harbor Freight Tools USA, Inc.
	7,199,649	Term Loan, 7.29%, Maturing July 15, 2010		6,928,539
Josten's Corp.
	2,392,586	Term Loan, 7.20%, Maturing October 4, 2011		2,376,137

See notes to financial statements
26

Senior Debt Portfolio as of October 31, 2007

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount*		Borrower/Tranche Description	Value
Retailers (Except Food and Drug) (continued)
Mapco Express, Inc.
$	1,915,259	Term Loan, 7.74%, Maturing April 28, 2011	$	1,884,136
Neiman Marcus Group, Inc.
	2,694,620	Term Loan, 7.45%, Maturing April 5, 2013		2,656,335
Orbitz Worldwide, Inc.
	3,925,000	Term Loan, 8.20%, Maturing July 25, 2014		3,873,484
Oriental Trading Co., Inc.
	1,000,000	Term Loan, 10.76%, Maturing January 31, 2013		967,500
	5,687,187	Term Loan, 7.40%, Maturing July 31, 2013		5,495,245
Rent-A-Center, Inc.
	2,991,886	Term Loan, 7.20%, Maturing November 15, 2012		2,937,035
Rover Acquisition Corp.
	2,984,962	Term Loan, 7.33%, Maturing October 26, 2013		2,921,532
Savers, Inc.
	1,040,254	Term Loan, 7.99%, Maturing August 11, 2012		1,014,247
	1,129,364	Term Loan, 7.99%, Maturing August 11, 2012		1,101,130
The Yankee Candle Company, Inc.
	2,512,375	Term Loan, 7.20%, Maturing February 6, 2014		2,447,995
Vivarte
EUR	2,500,000	Term Loan, 6.77%, Maturing May 29, 2015		3,382,230
EUR	2,500,000	Term Loan, 7.27%, Maturing May 29, 2016		3,398,506
			$	60,856,715
Steel — 0.2%
Algoma Acquisition Corp.
$	1,000,000	Term Loan, Maturing June 20, 2013⁽²⁾	$	965,023
	1,571,000	Term Loan, 8.09% Maturing June 20, 2013		1,516,052
Gibraltar Industries, Inc.
	1,513,288	Term Loan, 6.94%, Maturing December 8, 2010		1,498,155
			$	3,979,230
Surface Transport — 0.8%
Delphi Acquisition Holding, Inc.
$	1,000,000	Term Loan, 7.57%, Maturing April 10, 2015	$	975,000
	1,000,000	Term Loan, 8.07%, Maturing April 10, 2016		980,000
Oshkosh Truck Corp.
	3,569,763	Term Loan, 7.45%, Maturing December 6, 2013		3,517,891
Ozburn-Hessey Holding Co., LLC
	1,297,782	Term Loan, 8.53%, Maturing August 8, 2012		1,245,871
SIRVA Worldwide, Inc.
	4,676,217	Term Loan, 12.50%, Maturing December 1, 2010		3,312,319
Swift Transportation Co., Inc.
	10,323,256	Term Loan, 8.38%, Maturing May 10, 2014		9,123,177
			$	19,154,258

Principal Amount*		Borrower/Tranche Description	Value
Telecommunications — 4.1%
Alaska Communications Systems Holdings, Inc.
$	6,600,000	Term Loan, 6.95%, Maturing February 1, 2012	$	6,469,650
American Cellular Corp.
	838,269	Term Loan, 7.24%, Maturing March 15, 2014		836,436
Asurion Corp.
	8,525,000	Term Loan, 8.36%, Maturing July 2, 2014		8,351,840
	1,000,000	Term Loan, 11.72%, Maturing January 13, 2013		974,063
Cellular South, Inc.
	1,143,750	Term Loan, 0.00%, Maturing May 29, 2014⁽⁴⁾		1,125,164
	3,422,672	Term Loan, 6.63%, Maturing May 29, 2014		3,367,053
Centennial Cellular Operating Co., LLC
	9,175,000	Term Loan, 7.22%, Maturing February 9, 2011		9,087,342
Cincinnati Bell, Inc.
	1,179,250	Term Loan, 7.02%, Maturing August 31, 2012		1,162,151
Consolidated Communications, Inc.
	9,887,497	Term Loan, 6.95%, Maturing July 27, 2015		9,856,599
Crown Castle Operating Co.
	2,363,125	Term Loan, 6.64%, Maturing January 9, 2014		2,313,277
FairPoint Communications, Inc.
	8,075,000	Term Loan, 7.00%, Maturing February 8, 2012		8,006,363
Hargray Acquisition Co.
	1,321,688	Term Loan, 7.45%, Maturing May 27, 2014		1,299,798
Intelsat Bermuda, Ltd.
	3,875,000	Term Loan, 7.86%, Maturing February 1, 2014		3,841,094
Intelsat Subsidiary Holding Co.
	2,721,880	Term Loan, 7.12%, Maturing July 3, 2013		2,695,001
Iowa Telecommunications Services
	3,234,000	Term Loan, 6.99%, Maturing November 23, 2011		3,198,630
IPC Systems, Inc.
	3,591,000	Term Loan, 7.45%, Maturing May 31, 2014		3,353,994
GBP	1,895,250	Term Loan, 8.57%, Maturing May 31, 2014		3,651,658
Macquarie UK Broadcast Ventures, Ltd.
GBP	2,575,000	Term Loan, 8.04%, Maturing March 10, 2014		5,222,133
NTelos, Inc.
	5,228,877	Term Loan, 7.01%, Maturing August 24, 2011		5,179,856
Stratos Global Corp.
	3,390,750	Term Loan, 7.95%, Maturing February 13, 2012		3,334,236
Telesat Canada, Inc.
	170,855	Term Loan, Maturing October 22, 2014⁽²⁾		169,467
	1,999,001	Term Loan, Maturing October 22, 2014⁽²⁾		1,982,759
Triton PCS, Inc.
	6,409,172	Term Loan, 8.01%, Maturing November 18, 2009		6,403,833
Windstream Corp.
	4,532,611	Term Loan, 6.71%, Maturing July 17, 2013		4,509,137
			$	96,391,534

See notes to financial statements
27

Senior Debt Portfolio as of October 31, 2007

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount*		Borrower/Tranche Description	Value
Utilities — 2.8%
AEI Finance Holding, LLC
$	636,381	Revolving Loan, 8.20%, Maturing March 30, 2012	$	623,654
	4,514,788	Term Loan, 8.20%, Maturing March 30, 2014		4,424,492
Astoria Generating Co.
	1,480,117	Term Loan, 7.21%, Maturing February 23, 2013		1,463,774
BRSP, LLC
	5,551,938	Term Loan, 8.38%, Maturing July 13, 2009		5,482,538
Calpine Corp.
	2,786,000	DIP Loan, 7.45%, Maturing March 30, 2009		2,762,369
Cogentrix Delaware Holdings, Inc.
	1,841,851	Term Loan, 6.26%, Maturing April 14, 2012		1,807,316
Covanta Energy Corp.
	1,995,876	Term Loan, 6.70%, Maturing February 9, 2014		1,944,317
	4,033,853	Term Loan, 6.88%, Maturing February 9, 2014		3,929,647
Electricinvest Holding Co.
EUR	595,770	Term Loan, 8.18%, Maturing October 24, 2012		831,763
GBP	600,000	Term Loan, 10.07%, Maturing October 24, 2012		1,210,187
LS Power Acquisition Co.
	1,331,625	Term Loan, 7.19%, Maturing May 1, 2014		1,308,322
Mirant North America, LLC
	2,822,519	Term Loan, 6.50%, Maturing January 3, 2013		2,778,710
NRG Energy, Inc.
	5,600,000	Term Loan, 0.00%, Maturing June 1, 2014⁽⁴⁾		5,491,002
	6,341,577	Term Loan, 6.85%, Maturing June 1, 2014		6,219,109
	15,224,803	Term Loan, 6.95%, Maturing June 1, 2014		14,930,782
Pike Electric, Inc.
	2,343,375	Term Loan, 6.69%, Maturing July 2, 2012		2,318,477
TXU Texas Competitive Electric Holdings Co., LLC
	2,500,000	Term Loan, Maturing October 10, 2014⁽²⁾		2,500,778
	2,500,000	Term Loan, Maturing October 10, 2014⁽²⁾		2,500,000
Vulcan Energy Corp.
	4,072,323	Term Loan, 7.12%, Maturing July 23, 2010		4,011,238
			$	66,538,475
Total Senior Floating-Rate Interests (identified cost $2,727,385,184)			$	2,695,181,286
Corporate Bonds & Notes — 1.3%
Principal Amount* (000's omitted)		Security	Value
Building and Development — 0.5%
Assemblies of God Financial Real Estate, Series 2004-1A, Class A, Variable Rate
$	3,640	7.708%, 6/15/29⁽⁵⁾⁽⁶⁾	$	3,639,916
Grohe Holding GMBH, Variable Rate
EUR	6,500	7.566%, 1/15/14⁽⁶⁾		9,051,230
			$	12,691,146

Principal Amount* (000's omitted)		Security	Value
Cable and Satellite Television — 0.4%
Iesy Hessen & ISH NRW, Variable Rate
EUR	7,000	7.481%, 4/15/13⁽⁶⁾	$	9,975,341
			$	9,975,341
Electronics / Electrical — 0.1%
NXP BV/NXP Funding, LLC, Variable Rate
$	2,300	7.993%, 10/15/13⁽⁶⁾	$	2,187,875
			$	2,187,875
Financial Intermediaries — 0.1%
Sonata S.A., Series 2006-6
$	1,955	8.863%, 12/28/07	$	1,955,422
			$	1,955,422
Telecommunications — 0.2%
Qwest Corp., Sr. Notes, Variable Rate
$	3,150	8.944%, 6/15/13⁽⁶⁾	$	3,374,438
			$	3,374,438
Total Corporate Bonds & Notes (identified cost $28,034,609)			$	30,184,222
Common Stocks — 0.0%
Shares		Security	Value
	1,242	Environmental Systems Products Holdings, Inc.^(3)(7)(8)	$	0
	1,782	Gentek, Inc.⁽⁷⁾		60,588
	133,410	Hayes Lemmerz International⁽⁷⁾		620,356
	20,048	Safelite Realty Corp.^(3)(7)(8)		47,514
Total Common Stocks (identified cost, $1,334,100)			$	728,458
Asset Backed Securities — 0.0%
Principal Amount* (000's omitted)		Security	Value
Carlyle High Yield Partners, Series 2004-6A, Class C, Variable Rate
$	1,000	7.95%, 8/11/16^(3)(5)(6)	$	930,130
Total Asset Backed Securities (identified cost $1,000,000)			$	930,130

See notes to financial statements
28

Senior Debt Portfolio as of October 31, 2007

PORTFOLIO OF INVESTMENTS CONT'D

Preferred Stocks — 0.0%
Shares		Security		Value
	1,242	Environmental Systems Products Holdings Preferred (Series A)⁽³⁾⁽⁷⁾		$	21,735
	445	Hayes Lemmerz International^(3)(7)(8)			11,981
	218	Key Plastics, LLC, Series A^(3)(7)(8)			0
Total Preferred Stocks (identified cost, $262,185)				$	33,716
Warrants — 0.0%
Shares/Rights		Security		Value
	4,437	Citation Warrant A14 Expiration 4/06/12⁽³⁾⁽⁷⁾		$	0
	6,545	Citation Warrant B18 Expiration 4/06/12⁽³⁾⁽⁷⁾			0
	1,930	Gentek, Inc., Class B⁽⁷⁾⁽⁸⁾			92,022
	940	Gentek, Inc., Class C⁽⁷⁾⁽⁸⁾			42,300
Total Warrants (identified cost, $0)				$	134,322
Short-Term Investments — 0.6%
Description		Interest (000's omitted)		Value
	Investment in Cash Management Portfolio, 4.83%⁽⁹⁾		12,650	$	12,649,597
Total Short-Term Investments (identified cost, $12,649,597)				$	12,649,597
Total Investments — 117.4% (identified cost $2,770,665,675)				$	2,739,841,731
Less Unfunded Loan Commitments — (1.6)%				$	(37,521,429	)
Net Investments — 115.8% (identified cost $2,733,144,246)				$	2,702,320,302
Other Assets, Less Liabilities — (15.8)%				$	(367,951,457	)
Net Assets — 100.0%				$	2,334,368,845

DIP - Debtors in Possession

REIT - Real Estate Investment Trust

EUR - Euro

GBP - British Pound

* In US dollar unless otherwise indicated.

⁽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⁾ This senior loan will settle after October 31, 2007, at which time the interest rate will be determined.

⁽³⁾ Security valued at fair value using methods determined in good faith by or at the direction of the Trustees.

⁽⁴⁾ Unfunded or partially funded loan commitments. See Note 1E for description.

⁽⁵⁾ Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in transactions exempt from registration, normally to qualified institutional buyers. At October 31, 2007, the aggregate value of the securities is $4,570,046 or 0.2% of the Portfolio's net assets.

⁽⁶⁾ Adjustable rate securities. Rates shown are the rates at period end.

⁽⁷⁾ Non-income producing security.

⁽⁸⁾ Restricted security.

⁽⁹⁾Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of October 31, 2007.

See notes to financial statements
29

Senior Debt Portfolio as of October 31, 2007

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2007

Assets
Unaffiliated investments, at value (identified cost, $2,720,494,649)	$	2,689,670,705
Affiliated investment, at value (identified cost, $12,649,597)		12,649,597
Cash		14,631,233
Foreign currency, at value (identified cost, $4,116,217)		4,131,185
Receivable for investments sold		19,626,217
Interest receivable		22,137,217
Interest receivable from affiliated investment		156,191
Receivable for open forward foreign currency contracts		440
Receivable for open swap contracts		367,430
Prepaid expenses and other assets		314,817
Total assets	$	2,763,685,032
Liabilities
Demand note payable	$	395,000,000
Payable for investments purchased		28,653,536
Payable for open forward foreign currency contracts		2,092,928
Payable for open swap contracts		427
Payable to affiliate for investment advisory fees		1,012,361
Payable to affiliate for Trustees' fees		2,969
Accrued expenses		2,553,966
Total liabilities	$	429,316,187
Net Assets applicable to investors' interest in Portfolio	$	2,334,368,845
Sources of Net Assets
Net proceeds from capital contributions and withdrawals	$	2,366,372,156
Net unrealized depreciation (computed on the basis of identified cost)		(32,003,311	)
Total	$	2,334,368,845

Statements of Operations

Investment Income	Period Ended October 31, 2007⁽¹⁾			Year Ended November 30, 2006
Interest	$	193,376,784		$	204,096,418
Interest income allocated from affiliated investment		2,277,193			126,896
Expenses allocated from affiliated investment		(214,761	)		(11,145	)
Total investment income	$	195,439,216		$	204,212,169
Expenses
Investment adviser fee	$	11,498,740		$	13,019,584
Trustees' fees and expenses		30,860			30,607
Interest expense		16,093,360			861,582
Custodian fee		765,981			689,615
Legal and accounting services		632,263			185,522
Miscellaneous		269,094			138,824
Total expenses	$	29,290,298		$	14,925,734
Deduct — Reduction of custodian fee	$	65,978		$	73,293
Total expense reductions	$	65,978		$	73,293
Net expenses	$	29,224,320		$	14,852,441
Net investment income	$	166,214,896		$	189,359,728
Realized and Unrealized Gain (Loss)
Net realized gain (loss) — Investment transactions	$	28,605,317		$	6,414,298
Swap contracts		393,190			323,348
Foreign currency and forward foreign currency exchange contract transactions		(27,897,478	)		(19,015,173	)
Net realized gain (loss)	$	1,101,029		$	(12,277,527	)
Change in unrealized appreciation (depreciation) — Investments	$	(67,684,176	)	$	15,491,405
Swap contracts		(97,399	)		491,264
Foreign currency and forward foreign currency exchange contracts		696,036			(2,454,058	)
Net change in unrealized appreciation (depreciation)	$	(67,085,539	)	$	13,528,611
Net realized and unrealized gain (loss)	$	(65,984,510	)	$	1,251,084
Net increase in net assets from operations	$	100,230,386		$	190,610,812

⁽¹⁾ For the eleven months ended October 31, 2007.

See notes to financial statements
30

Senior Debt Portfolio as of October 31, 2007

FINANCIAL STATEMENTS CONT'D

Statements of Changes in Net Assets

Increase (Decrease) in Net Assets	Period Ended October 31, 2007⁽¹⁾			Year Ended November 30, 2006			Year Ended November 30, 2005
From operations — Net investment income	$	166,214,896		$	189,359,728		$	162,991,740
Net realized gain (loss) from investment transactions, swap contracts, foreign currency, and forward foreign currency exchange contract transactions		1,101,029			(12,277,527	)		1,600,761
Net change in unrealized appreciation (depreciation) from investments, swap contracts, foreign currency, and forward foreign currency exchange contracts		(67,085,539	)		13,528,611			211,340
Net increase in net assets from operations	$	100,230,386		$	190,610,812		$	164,803,841
Capital transactions — Contributions	$	190,766,237		$	195,494,844		$	409,703,712
Withdrawals		(602,426,148	)		(794,697,437	)		(860,269,748	)
Net decrease in net assets from capital transactions	$	(411,659,911	)	$	(599,202,593	)	$	(450,566,036	)
Net decrease in net assets	$	(311,429,525	)	$	(408,591,781	)	$	(285,762,195	)
Net Assets
At beginning of period	$	2,645,798,370		$	3,054,390,151		$	3,340,152,346
At end of period	$	2,334,368,845		$	2,645,798,370		$	3,054,390,151

⁽¹⁾ For the eleven months ended October 31, 2007.

See notes to financial statements
31

Senior Debt Portfolio as of October 31, 2007

FINANCIAL STATEMENTS CONT'D

Supplementary Data

	Period Ended			Year Ended November 30,												Period Ended
	October 31, 2007⁽¹⁾			2006			2005			2004			2003			November 30, 2002⁽²⁾
Ratios/Supplemental Data
Ratios (As a percentage of average daily net assets):
Expenses before custodian fee reduction		0.58	%⁽³⁾		0.51	%		0.50	%		0.50	%		0.51	%		0.47	%⁽³⁾
Expenses after custodian fee reduction		0.58	%⁽³⁾		0.51	%		0.50	%		0.50	%		0.51	%		0.47	%⁽³⁾
Interest expense		0.70	%⁽³⁾		0.01	%		0.00	%⁽⁴⁾		0.00	⁽⁴⁾		0.01	%		0.01	%⁽³⁾
Total expenses		1.28	%⁽³⁾		0.52	%		0.50	%		0.51	%		0.51	%		0.48	%⁽³⁾
Net investment income		7.18	%⁽³⁾		6.57	%		5.00	%		3.82	%		4.14	%		4.77	%⁽³⁾
Portfolio Turnover		55	%		51	%		65	%		87	%		47	%		42	%
Total Return		3.89	%⁽⁵⁾		6.88	%		5.27	%		6.15	%		8.19	%		0.85	%⁽⁵⁾
Net assets, end of period (000's omitted)	$	2,334,369		$	2,645,798		$	3,054,390		$	3,340,152		$	3,384,305		$	4,084,930

⁽¹⁾For the eleven month period ended October 31, 2007.

⁽²⁾For the eleven month period ended November 30, 2002.

⁽³⁾Annualized.

⁽⁴⁾Rounds to less than 0.01%.

⁽⁵⁾Not annualized.

See notes to financial statements
32

Senior Debt Portfolio as of October 31, 2007

NOTES TO FINANCIAL STATEMENTS

1 Significant Accounting Policies

Senior Debt Portfolio (the Portfolio) is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, closed-end management investment company, which was organized as a trust under the laws of the State of New York on May 1, 1992. The Portfolio seeks to provide as high a level of current income as is consistent with the preservation of capital by investing primarily in senior secured floating rate loans. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2007, 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 an approximate 49.8%, 2.0%, 39.0%, 7.0% and 2.2% interest, respectively in the Portfolio.

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

A Investment Valuation — The portfolio's investments are primarily in interests in senior floating rate loans (Senior Loans). Interests in Senior Loans for which reliable market quotations are readily available are valued on the basis of prices furnished by an independent pricing service. Other Senior Loans are valued at fair value by the investment adviser under procedures approved by the Trustees. In fair valuing a Senior Loan, the investment adviser utilizes one or more of the following valuation techniques: (i) 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; (ii) a comparison of the v alue of the borrower's outstanding equity and debt to that of comparable public companies; (iii) a discounted cash flow analysis; or (iv) when the investment adviser believes it is likely that a borrower will be liquidated or sold, an analysis of the terms of such liquidation or sale. In certain cases, the investment adviser will use a combination of analytical methods to determine fair value, such as when only a portion of a borrower's assets are likely to be sold. In conducting its assessment and analyses for purposes of determining fair value of a Senior Loan, the investment adviser will use its discretion and judgment in considering and appraising relevant factors. Fair value determinations are made by the portfolio managers of a fund or portfolio based on information available to such managers. The portfolio managers of other funds or portfolios 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 the Portfolio. At times, the fair value of a Senior Loan determined by the portfolio managers of other funds or portfolios 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 other Eaton Vance funds or portfolios. The fair value of each Senior Loan is periodically reviewed and approved by the investment adviser's Valuation Committee and by the Trustees based upon procedures approved by the Trustees. Junior loans are valued in the same manner as Senior Loans.

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 the mean between the bid and asked prices provided by dealers. Foreign exchange rates for foreign exchange forward contracts and for the transactions on non-U.S. dollars-denominated investments into U.S. dollars are obtained from a pricing service. Credit default swaps are valued by the broker-dealer (usually the counterparty to the agreement). Equity securities listed on the NASDAQ Global or Global Select Market are valued at the official NASDAQ 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 market value. If short-term debt securities are acquired with a remaining maturity of more than sixty days, they will be valued by a pricing service. Investments for which valuations or reliable market quotations are not readily available, 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 close of the New York Stock 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 ser vice in making any such adjustments.

Senior Debt Portfolio as of October 31, 2007

NOTES TO FINANCIAL STATEMENTS CONT'D

The Portfolio may invest in Cash Management Portfolio (Cash Management), an affiliated investment company managed by BMR. Cash Management values its investment securities utilizing the amortized cost valuation technique permitted by Rule 2a-7 of the 1940 Act. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium.

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

C Income — Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount. Fees associated with loan amendments are recognized immediately.

D Federal Taxes — The Portfolio has elected to be treated as a partnership for federal tax purposes. No provision is made by the Portfolio for federal or state taxes on any taxable income of the Portfolio because each investor in the Portfolio is ultimately responsible for the payment of any taxes on its share of taxable income. Since at least one of the Portfolio's investors is a regulated investment company that invests all or substantially all of its assets in the Portfolio, the Portfolio normally must satisfy the applicable source of income and diversification requirements (under the Internal Revenue Code) in order for its investors to satisfy them. The Portfolio will allocate, at least annually among its investors, each investor's distributive share of the Portfolio' s net investment income, net realized capital gains and any other items of income, gain, loss, deduction or credit.

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

F Foreign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates 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 inves tments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

G 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.

H 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.

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 the Portfolio. Additionally, in the normal course of business, the Portfo lio 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 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

Senior Debt Portfolio as of October 31, 2007

NOTES TO FINANCIAL STATEMENTS CONT'D

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 contract is adjusted by the daily exchange rate of the underlying currency and any gains or losses are recorded for financial statement purposes as unrealized until such time as the contract has been closed or offset by another contract with the same broker for the same settlement date and currency.

K Interest Rate Swaps — The Portfolio may enter into interest rate swap agreements to enhance return, to hedge against fluctuations in securities prices or interest rates, or as substitution for the purchase or sale of securities. Pursuant to these agreements, the Portfolio makes periodic payments at a fixed interest rate and, in exchange, receives payments based on the interest rate of a benchmark industry index. Payments received or made are recorded as realized gains or losses. During the term of the outstanding swap agreement, changes in the underlying value of the swap are recorded as unrealized gains or 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 - -performance by the swap counterparty. Risk may also arise from movements in interest rates.

L 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 (or basket of debt obligations) 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 pays the counterparty a periodic stream of payments over the term of the contract provided that no event of default has occurred. If no default occurs, the Portfolio would have spent the stream of payments and received no 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 effectively adds leverage to its portfolio because, in addition to its total net assets, the Portfolio is subject to investment exposure on the notional amount of the swap. The interest fee paid or received on the swap contract, which is based on a specified interest rate on a fixed notional amount, is accrued daily as a component of unrealized appreciation (depreciation) and is recorded as realized gain upon receipt or realized loss upon payment. The Portfolio also records an increase or decrease to unrealized appreciation (depreciation) in an amount equal to the daily valuation. Up front payments or receip ts, if any, are recorded as other assets or other liabilities, respectively, and amortized over the life of the swap contract as realized gains or losses. The Portfolio segregates assets in the form of cash 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.

2 Investment Advisory Fee and Other Transactions with Affiliates

The investment adviser fee is earned by BMR as compensation for investment advisory services rendered to the Portfolio. The fee is computed at an annual rate of 0.95% of the Portfolio's average daily gross assets and is payable monthly. The Trustees of the Portfolio have accepted a contractual waiver of a portion of BMR's compensation so that the aggregate advisory fee paid by the Portfolio under the advisory agreement will not exceed 0.50% annually of the Portfolio's average daily gross assets up to and including $1 billion, 0.45% of average daily gross assets from $1 billion up to and including $2 billion, 0.40% of average daily gross assets from $2 billion up to and including $7 billion, and at reduced rates as daily gross assets exceed that level. The fee waiver is indefinite but could be removed or changed at any time upon agreement of BMR and the Portfolio's Board of Trustees. The portion of the advisory fee payable by Cas h Management on the Portfolio's investment therein is credited against the Portfolio's advisory fee. For the eleven months ended October 31, 2007 and year ended November 30, 2006, the Portfolio's advisory fee totaled $11,705,797 and $13,030,684 respectively, of which $207,057 and $11,100, respectively, was allocated from Cash Management and $11,498,740 and $13,019,584, respectively, was paid or accrued by the Portfolio. For the period ended October 31, 2007 and year ended November 30, 2006, the Portfolio's advisory fee, including the portion allocated from Cash Management, was 0.45% and 0.45%, respectively, of the Portfolio's average daily gross assets.

Except for 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 the investment adviser fee. Trustees of the Portfolio who are

Senior Debt Portfolio as of October 31, 2007

NOTES TO FINANCIAL STATEMENTS CONT'D

not affiliated with BMR 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 period ended October 31, 2007, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of BMR.

3 Purchases and Sales of 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. Purchases and sales of investments, other than short-term investments and including principal repayments, aggregated $1,603,680,788 and $1,550,655,478, respectively, for the period ended October 31, 2007.

4 Federal Income Tax Basis of Unrealized Appreciation (Depreciation)

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2007, as determined on a federal income tax basis, were as follows:

Aggregate cost	$	2,733,170,185
Gross unrealized appreciation	$	30,291,685
Gross unrealized depreciation		(61,141,568	)
Net unrealized depreciation	$	(30,849,883	)

The net unrealized depreciation on foreign currency, swaps and forward foreign currency exchange contracts at October 31, 2007, on a federal income tax basis was $1,186,034.

5 Restricted Securities

At October 31, 2007, the Portfolio owned the following securities (representing approximately 0.01% of net assets) which were restricted as to public resale and not registered under the Securities Act of 1933 (excluding Rule 144A securities). The Portfolio has various registration rights (exercisable under a variety of circumstances) with respect to these securities. The value of these securities is determined based on valuations provided by brokers when available, or if not available, they are valued at fair value using methods determined in good faith by or at the direction of the Trustees.

Description	Date of Acquisition	Shares/Face		Cost		Value
Common Stocks
Environmental Systems Products Holdings, Inc.	10/24/00		1,242	$	0	$	0
Safelite Realty Corp.	9/29/00 - 11/10/00		20,048		0		47,514
				$	0	$	47,514
Preferred Stocks
Hayes Lemmerz International	6/04/03		445	$	22,250	$	11,981
Key Plastics, LLC, Series A	4/26/01		218		218,200		0
				$	240,450	$	11,981
Warrants
Gentek, Inc., Class B	11/11/03		1,930	$	0	$	92,022
Gentek, Inc., Class C	11/11/03		940		0		42,300
				$	0	$	134,322
Total Restricted Securities				$	240,450	$	193,817

6 Financial Instruments

The Portfolio may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities to assist in managing exposure to various market risks. These financial instruments may include 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

Senior Debt Portfolio as of October 31, 2007

NOTES TO FINANCIAL STATEMENTS CONT'D

offsetting transactions are considered. A summary of obligations under these financial instruments at October 31, 2007 is as follows:

Forward Foreign Currency Exchange Contracts

Sales
Settlement Date	Deliver		In Exchange For		Net Unrealized Appreciation (Depreciation)
11/1/07		Euro		United States Dollar
		113,693		164,854	$	370
11/30/07		Euro		United States Dollar
		199,453,301		287,560,141		(1,130,442	)
11/1/07		British Pound		United States Dollar
		19,078		39,702		70
11/30/07		British Pound		United States Dollar
		56,607,874		116,530,139		(962,486	)
					$	(2,092,488	)

Credit Default Swaps

The Portfolio has entered into credit default swaps whereby the Portfolio is buying or selling protection against default exposing the Portfolio to risks associated with changes in credit spreads of the underlying instruments.

Counterparty

Reference
Entity

Buy/
Sell

Notional
Amount
(000's
omitted)

Pay/
Receive
Annual
Fixed
Rate

Termination
Date

Net
Unrealized
Appreciation
(Depreciation)

Lehman

Avago

Brothers, Inc.

Technologies, Inc.

Sell

4,000

2.40

3/20/2012

99,984

Lehman
Brothers, Inc.

CSG
Systems, Inc.

Sell

3,000

2.15

9/21/2009

51,067

Lehman
Brothers, Inc.

Inergy, L.P.

Sell

3,000

2.20

3/20/2010

84,344

Lehman
Brothers, Inc.

Rural
Cellular Corp.

Sell

2,000

3.25

6/20/2010

132,034

Lehman
Brothers, Inc.

Syniverse
Technologies Corp.

Sell

2,000

1.85

3/20/2011

(427)

367,002

At October 31, 2007, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

7 Short-Term Debt and Credit Agreements

Effective February 16, 2007, the Portfolio entered into a Revolving Credit and Security Agreement (the "Agreement") with conduit lenders and a bank that allows it to borrow up to an initial limit of $1 billion and to invest the borrowings in accordance with its investment practices. Borrowings under the Agreement are secured by the assets of the Portfolio. Interest is charged at a rate above the conduits' commercial paper issuance rate or above LIBOR and is payable monthly. Under the terms of the Agreement, the Portfolio also pays a program fee of 0.23% per annum on its outstanding borrowings to administer the facility and a commitment fees of 0.10% per annum on the amount of the facility. Program and commitment fees for the period February 16, 2007 through October 31, 2007 totaled $735,029 and are included in interest expense in the Statement of Operations. In connection with the structuring of the Agreement, the Portfolio is o bligated to pay a fee of $1 million in quarterly installments of $50,000 through February 2012. The entire unpaid balance is payable on termination date if the Agreement is terminated by the Portfolio within the first five years and eliminated if the Agreement is terminated by the lenders at their discretion except for an event of default by the Portfolio. As of October 31, 2007, the Portfolio had borrowings of $395,000,000 at an interest rate of 5.29% and is reflected in the demand note payable on the Statement of Asset and Liabilities. For the period February 16, 2007 through October 31, 2007, the average borrowings under the Agreement and the average interest rate (annualized) were $343,158,915 and 5.34%, respectively.

Prior to February 16, 2007, the Portfolio participated with other portfolios managed by BMR in a $500 million unsecured line of credit with a group of banks. Interest was charged to the Portfolio based on its borrowings at the banks' base rate or at an amount above LIBOR. In addition, a commitment fee computed at an annual rate of 0.09% of the credit agreement was allocated among the participating portfolios. For the period December 1, 2006 through February 15, 2007, the average borrowings under this line of credit and the average interest rate (annualized) were $123,051,948 and 5.72%, respectively.

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

Senior Debt Portfolio as of October 31, 2007

NOTES TO FINANCIAL STATEMENTS CONT'D

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. Certain 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 Portfolio, political or financial instability or diplomatic and other developments which could affect such investments. Foreign stock markets, while growing in volume and sophistication, are generally not as developed as those in the United States, and securities of some foreign issuers (particularly thos e 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 in accordance with FASB Statement No. 109, "Accounting for Income Taxes". This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective on the last business day of the first required financial reporting period for fiscal years beginning after December 15, 2006. Management is currently evaluating the impact of applying the various provisions of FIN 48.

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

10 Fiscal Year-End Change

Effective October 15, 2007, the Trustees approved a change in fiscal year-end of the Portfolio and Fund from November 30 to October 31.

11 Proposed Reorganization

On August 6, 2007, the Trustees of the Portfolio and the Fund approved the conversion to an open-end management investment company. To accomplish the conversion, the Fund will be reorganized into separate classes of a new open-end investment company, Eaton Vance Floating-Rate Advantage Fund. Like the Fund, Eaton Vance Floating-Rate Advantage Fund will invest in the Portfolio. The Portfolio's and Fund's conversions are subject to approval by the Fund's shareholders, which had not occurred as of October 31, 2007.

Senior Debt Portfolio as of October 31, 2007

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 October 31, 2007, and the related statements of operations for the eleven month period ended October 31, 2007 and the year ended November 30, 2006, the statements of changes in net assets for the eleven month period ended October 31, 2007 and for each of the two years in the period ended November 30, 2006, and the supplementary data for the eleven month period ended October 31, 2007, for each of the four years in the period ended November 30, 2006 and the eleven month period ended November 30, 2002. 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 audit to obtain reasonable assurance about whether the financial statements and supplementary data are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities and senior loans owned as of October 31, 2007, 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 October 31, 2007, the results of its operations for the eleven month period ended October 31, 2007 and the year ended November 30, 2006, the changes in its net assets for the eleven month period ended October 31, 2007 and for each of the two years in the period ended November 30, 2006, and the 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
December 20, 2007

Item 2. Code of Ethics

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

Item 3. Audit Committee Financial Expert

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

Item 4. Principal Accountant Fees and Services

(a)-(d)

The following table presents the aggregate fees billed to the registrant for the registrant’s last two full fiscal years ended November 30, 2005, November 30, 2006 and the period from December 1, 2006 to October 31, 2007 by the Fund’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		10/31/2007

Audit Fees	$	193,500	$	107,680	$	114,580

Audit-Related Fees(1)	$	0	$	0	$	0

Tax Fees(2)	$	8,085	$	14,370	$	18,173

All Other Fees(3)	$	0	$	0	$	0

Total	$	201,585	$	122,050	$	132,753

(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 tax related 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 year ended October 31, 2007, $35,000 was billed by “D&T”, the principal accountant for the Funds, 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 last two full fiscal year ended November 30, 2005, November 30, 2006 and the period from December 1, 2006 to October 31, 2007 ; 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		10/31/2007

Registrant	$	8,085	$	14,370	$	18,173

Eaton Vance(1)	$	184,983	$	66,100	$	286,446

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.

Scott H. Page, Payson F. Swaffield and other Eaton Vance Management (“EVM”) investment professionals comprise the investment team responsible for the overall management of the Fund’s investments. Messrs. Page and Swaffield are the portfolio managers responsible for the day-to-day management of the Fund’s investments.

Mr. Page has been an Eaton Vance portfolio manager since 1996 and is a Vice President of EVM and Boston Management and Research, an Eaton Vance subsidiary (“BMR”). He is co-head of Eaton Vance’s Senior Loan Group. Mr. Swaffield has been an Eaton Vance portfolio manager since 1996 and is a Vice President of EVM and BMR. Along with Mr. Page, he is co-head of Eaton Vance’s Senior Loan Group. As of November 12, 2007, Mr. Swaffield is no longer a co-portfolio manager of the Trust or co-head of Eaton Vance’s Senior Loan Group. This information is provided as of the date of filing of this report.

The following tables show, as of the Trust’s most recent fiscal year end, the number of accounts each portfolio manager managed in each of the listed categories and the total assets in the accounts managed within each category. The table also shows the number of accounts with respect to which the advisory fee is based on the performance of the account, if any, and the total assets in those accounts.

	Number of All Accounts	Total Assets of All Accounts*		Number of Accounts Paying a Performance Fee	Total Assets of Accounts Paying a Performance Fee*
Scott H. Page
Registered Investment Companies	13	$	14,983.1	0	$	0
Other Pooled Investment Vehicles	7	$	6,382.6	6	$	3,243.8
Other Accounts	2	$	1,337.7	0	$	0
Payson F. Swaffield
Registered Investment Companies	13	$	14,983.1	0	$	0
Other Pooled Investment Vehicles	7	$	6,382.6	6	$	3,243.8
Other Accounts	2	$	1,035.6	0	$	0

*In millions of dollars. For registered investment companies, assets represent net assets of all open-end investment companies and gross assets of all closed-end investment companies.

The following table shows the dollar range of Fund shares beneficially owned by each portfolio manager as of the Fund’s most recent fiscal year end.

Portfolio Manager		Dollar Range of Equity Securities Owned in the Fund
Scott H. Page		None
Payson F. Swaffield		None

Potential for Conflicts of Interest. The portfolio managers manage multiple investment portfolios. Conflicts of interest may arise between a portfolio manager’s management of the Fund and his or her management of these other investment portfolios. Potential areas of conflict may include allocation of a portfolio manager’s time, investment opportunities and trades among investment portfolios, including the Fund, personal securities transactions and use of Fund portfolio holdings information. In addition, some investment portfolios may compensate the investment adviser or sub-adviser based on the performance of the securities held by that account. The existence of such a performance based fee may create additional conflicts of interest for a portfolio manager in the allocation of management time and investment opportunities. EVM has adopted policies and procedures that it believes are reasonably designed to address these conflicts. There is no guarantee that such policies and procedures will be effective or that all potential conflicts will be anticipated.

Portfolio Manager Compensation Structure

Compensation of EVM’s portfolio managers and other investment professionals has three primary components: (1) a base salary, (2) an annual cash bonus, and (3) annual stock-based compensation consisting of options to purchase shares of EVC’s nonvoting common stock and/or restricted shares of EVC’s nonvoting common stock. EVM’s investment professionals also receive certain retirement, insurance and other benefits that are broadly available to all EVM’s employees. Compensation of EVM’s investment professionals is reviewed primarily on an annual basis. Cash bonuses, stock-based compensation awards, and adjustments in base salary are typically paid or put into effect at or shortly after the October 31st fiscal year end of EVC.

Method to Determine Compensation. EVM compensates its portfolio managers based primarily on the scale and complexity of their portfolio responsibilities and the total return performance of managed funds and accounts versus appropriate peer groups or benchmarks. Performance is normally based on periods ending on the September 30th preceding fiscal year end. Fund performance is evaluated primarily versus peer groups of funds as determined by Lipper Inc. and/or Morningstar, Inc. In evaluating the performance of a fund and its manager, primary emphasis is normally placed on three-year performance, with secondary consideration of performance over longer and shorter periods. For funds that are tax-managed or otherwise have an objective of after-tax returns, performance is measured net of taxes. For other funds, performance is evaluated on a pre-tax basis. In addition to rankings within peer groups of funds on the basis of absolute performance, consideration may also be given to risk-adjusted performance. For funds with an investment objective other than total return (such as current income), consideration will also be given to the fund’s success in achieving its objective. For managers responsible for multiple funds and accounts, investment performance is evaluated on an aggregate basis, based on averages or weighted averages among managed funds and accounts. Funds and accounts that have performance-based advisory fees are not accorded disproportionate weightings in measuring aggregate portfolio manager performance.

The compensation of portfolio managers with other job responsibilities (such as heading an investment group or providing analytical support to other portfolios) will include consideration of the scope of such responsibilities and the managers’ performance in meeting them.

EVM seeks to compensate portfolio managers commensurate with their responsibilities and performance, and competitive with other firms within the investment management industry. EVM participates in investment-industry compensation surveys and utilizes survey data as a factor in determining salary, bonus and stock-based compensation levels for portfolio managers and other investment professionals. Salaries, bonuses and stock-based compensation are also influenced by the operating performance of EVM and its parent company. The overall annual cash bonus pool is based on a substantially fixed percentage of pre-bonus operating income. While the salaries of EVM’s portfolio managers are comparatively fixed, cash bonuses and stock-based compensation may fluctuate significantly from year to year, based on changes in manager performance and other factors as described herein. For a high performing portfolio manager, cash bonuses and stock-based compensation may represent a substantial portion of total compensation.

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

Not required in this filing

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

No Material Changes.

Item 11. Controls and Procedures

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

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

Item 12. Exhibits

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

Signatures

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

Senior Debt Portfolio

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


Date:	December 11, 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:	December 11, 2007


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


Date:	December 11, 2007

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