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
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(Address of Principal Executive Offices)
Alan R. Dynner
The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109
(Name and Address of Agent for Services)
(617) 482-8260
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(registrant's Telephone Number)
NOVEMBER 30
-----------
Date of Fiscal Year End
NOVEMBER 30, 2005
-----------------
Date of Reporting Period
ITEM 1. REPORTS TO STOCKHOLDERS
INVESTMENT ADVISER OF SENIOR DEBT PORTFOLIO
BOSTON MANAGEMENT AND RESEARCH
The Eaton Vance Building
255 State Street
Boston, MA 02109
CUSTODIAN
INVESTORS BANK & TRUST COMPANY
200 Clarendon Street
Boston, MA 02116
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
DELOITTE & TOUCHE LLP
200 Berkeley Street
Boston, MA 02116-5022
Senior Debt Portfolio as of November 30, 2005
PORTFOLIO OF INVESTMENTS
(Expressed in United States Dollars)
Senior, Floating Rate Interests -- 98.7%(1)
Principal
Amount Borrower/Tranche Description Value
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Aerospace and Defense -- 1.3%
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CACI International, Inc.
$ 5,023,500 Term Loan, 5.23%, Maturing May 3, 2011 $ 5,081,059
Delta Air Lines, Inc.
4,225,000 Term Loan, 11.01%, Maturing March 16, 2008 4,383,438
Dresser Rand Group, Inc.
2,693,494 Term Loan, 6.14%, Maturing October 29, 2011 2,741,473
DRS Technologies, Inc.
4,060,165 Term Loan, 5.83%, Maturing November 4, 2010 4,098,229
Hexcel Corp.
3,239,559 Term Loan, 5.93%, Maturing March 1, 2012 3,271,281
K&F Industries, Inc.
2,554,550 Term Loan, 6.45%, Maturing November 18, 2012 2,584,885
Mid-Western Aircraft Systems, Inc.
3,231,900 Term Loan, 6.41%, Maturing December 31, 2011 3,276,743
Standard Aero Holdings, Inc.
2,786,657 Term Loan, 6.28%, Maturing August 24, 2012 2,776,207
Transdigm, Inc.
2,462,500 Term Loan, 6.58%, Maturing July 22, 2010 2,498,411
Vought Aircraft Industries, Inc.
1,000,000 Term Loan, 6.09%, Maturing December 22, 2010 1,011,406
3,281,671 Term Loan, 6.72%, Maturing December 22, 2011 3,312,778
Wam Aquisition, S.A.
2,417,800 Term Loan, 6.77%, Maturing April 8, 2013 2,428,540
2,417,800 Term Loan, 7.27%, Maturing April 8, 2014 2,438,030
Wyle Laboratories, Inc.
1,019,875 Term Loan, 7.02%, Maturing January 28, 2011 1,034,536
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$ 40,937,01
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Air Transport -- 0.4%
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United Airlines, Inc.
$ 2,725,000 DIP Loan, 0.00%, Maturing March 31, 2006(2) $ 2,739,478
8,644,505 Term Loan, 8.62%, Maturing December 31, 2006 8,743,554
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$ 11,483,032
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Automotive -- 5.1%
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Accuride Corp.
$ 8,537,820 Term Loan, 6.18%, Maturing January 31, 2012 $ 8,618,750
Affina Group, Inc.
2,122,252 Term Loan, 6.40%, Maturing November 30, 2011 2,106,866
Citation Corp.
5,991,530 Term Loan, 9.97%, Maturing May 23, 2009 5,974,053
Collins & Aikman Products Co.
4,855,551 Term Loan, 10.50%, Maturing August 31, 2011 4,668,268
CSA Acquisition Corp.
1,582,707 Term Loan, 6.06%, Maturing December 23, 2011 1,586,861
1,322,010 Term Loan, 6.06%, Maturing December 23, 2011 1,325,480
Dayco Products, LLC
8,551,997 Term Loan, 7.12%, Maturing June 21, 2011 8,637,517
Dura Operating Corp.
1,933,000 Term Loan, 7.61%, Maturing May 3, 2011 1,940,249
Exide Technologies, Inc.
1,868,639 Term Loan, 9.38%, Maturing May 5, 2010 1,884,990
1,868,639 Term Loan, 9.38%, Maturing May 5, 2010 1,882,654
Federal-Mogul Corp.
3,731,418 Term Loan, 6.47%, Maturing December 9, 2006 3,491,984
6,000,000 Term Loan, 6.72%, Maturing December 9, 2006 5,627,502
11,852,057 Revolving Loan, 7.60%, Maturing December 9, 2006(2) 11,889,095
15,351,062 Term Loan, 7.97%, Maturing December 9, 2006 15,389,439
Goodyear Tire & Rubber Co.
7,500,000 Revolving Loan, 0.00%, Maturing April 30, 2010(2) 7,456,253
1,175,000 Term Loan, 3.50%, Maturing April 30, 2010 1,184,651
10,605,000 Term Loan, 7.06%, Maturing April 30, 2010 10,669,075
HLI Operating Co., Inc.
6,655,106 Term Loan, 7.44%, Maturing June 3, 2009 6,602,817
375,000 Term Loan, 9.73%, Maturing June 3, 2010 365,625
Insurance Auto Auctions, Inc.
1,285,000 Term Loan, 7.14%, Maturing May 19, 2012 1,301,866
Key Automotive Group
4,517,145 Term Loan, 7.20%, Maturing June 29, 2010 4,500,206
Keystone Automotive Operations, Inc.
1,910,000 Term Loan, 5.80%, Maturing October 30, 2009 1,926,712
Kwik Fit Group Ltd.
1,250,000 Term Loan, 7.11%, Maturing August 31, 2013 GBP 2,187,639
1,250,000 Term Loan, 7.61%, Maturing August 31, 2014 GBP 2,196,087
Plastech Engineered Products, Inc.
974,200 Term Loan, 8.77%, Maturing March 31, 2010 909,659
R.J. Tower Corp.
4,153,333 DIP Revolving Loan, 5.26%, Maturing February 2, 2007(2) 4,142,950
Safelite Glass Corp.
1,285,439 Term Loan, 8.02%, Maturing September 30, 2007 1,279,011
3,103,504 Term Loan, 8.52%, Maturing September 13, 2006 3,087,986
Tenneco Automotive, Inc.
3,600,741 Term Loan, 6.63%, Maturing December 12, 2009 3,663,304
2,383,463 Term Loan, 6.34%, Maturing December 12, 2010 2,424,876
TI Automotive, Ltd.
6,478,470 Term Loan, 6.91%, Maturing June 30, 2011 6,413,685
Trimas Corp.
12,094,801 Term Loan, 8.02%, Maturing December 31, 2009 12,220,792
TRW Automotive, Inc.
7,101,975 Term Loan, 5.25%, Maturing June 30, 2012 7,137,484
United Components, Inc.
2,110,191 Term Loan, 6.81%, Maturing June 30, 2010 2,138,548
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$ 156,832,934
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Beverage and Tobacco -- 1.3%
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Alliance One International, Inc.
$ 2,855,650 Term Loan, 7.52%, Maturing May 13, 2010 $ 2,834,233
Constellation Brands, Inc.
15,037,161 Term Loan, 5.66%, Maturing November 30, 2011 15,139,609
Culligan International Co.
2,574,000 Term Loan, 6.64%, Maturing September 30, 2011 2,610,198
National Dairy Holdings, L.P.
6,047,081 Term Loan, 6.22%, Maturing March 15, 2012 6,081,096
National Distribution Company
2,750,000 Term Loan, 10.70%, Maturing June 22, 2010 2,756,875
Southern Wine & Spirits of America, Inc.
10,183,424 Term Loan, 5.53%, Maturing May 31, 2012 10,294,810
Sunny Delight Beverages Co.
265,494 Term Loan, 8.46%, Maturing August 20, 2010 266,158
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$ 39,982,979
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Building and Development -- 7.8%
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401 North Wabash Venture, LLC
$ 5,500,000 Term Loan, 8.00%, Maturing May 7, 2008(2) $ 5,555,000
Biomed Realty, L.P.
10,965,000 Term Loan, 6.34%, Maturing May 31, 2010 10,992,413
Contech Construction Products, Inc.
1,815,039 Term Loan, 6.20%, Maturing December 7, 2010 1,843,777
DMB/CHII, LLC
431,836 Term Loan, 6.62%, Maturing March 3, 2007 432,915
Empire Hawkeye Partners, L.P.
6,800,000 Term Loan, 5.99%, Maturing December 1, 2009(2) 6,808,500
Formica Corp.
595,676 Term Loan, 9.16%, Maturing June 10, 2010 598,655
738,203 Term Loan, 9.17%, Maturing June 10, 2010 741,894
1,443,481 Term Loan, 9.17%, Maturing June 10, 2010 1,450,699
2,084,861 Term Loan, 9.17%, Maturing June 10, 2010 2,095,286
FT-FIN Acquisition, LLC
4,495,606 Term Loan, 8.56%, Maturing November 17, 2007 4,506,845
General Growth Properties, Inc.
863,014 Term Loan, 5.87%, Maturing November 12, 2007 865,747
27,399,458 Term Loan, 6.22%, Maturing November 12, 2008 27,598,104
Hearthstone Housing Partners II, LLC
13,750,000 Revolving Loan, 6.22%, Maturing December 1, 2007(2) 13,715,625
Hovstone Holdings, LLC
4,410,000 Term Loan, 6.49%, Maturing February 28, 2009 4,421,025
Kyle Acquisition Group, LLC
1,786,350 Term Loan, 6.06%, Maturing July 20, 2008 1,800,864
1,653,950 Term Loan, 6.06%, Maturing July 20, 2010 1,667,388
Landsource Communities, LLC
9,721,000 Term Loan, 6.63%, Maturing March 31, 2010 9,824,286
Lion Gables Realty Limited
5,881,987 Term Loan, 5.84%, Maturing September 30, 2006 5,911,397
LNR Property Corp.
2,333,083 Term Loan, 7.09%, Maturing February 3, 2008 2,347,665
10,503,125 Term Loan, 7.24%, Maturing February 3, 2008 10,568,770
LNR Property Holdings Corp.
3,390,000 Term Loan, 8.74%, Maturing February 3, 2008 3,423,900
MAAX Corp.
3,189,036 Term Loan, 7.19%, Maturing June 4, 2011 3,173,091
Mueller Group, Inc.
8,725,000 Term Loan, 6.51%, Maturing October 3, 2012 8,849,645
NCI Building Systems, Inc.
2,926,447 Term Loan, 5.85%, Maturing June 18, 2010 2,944,737
Newkirk Master, L.P.
11,220,404 Term Loan, 6.06%, Maturing August 11, 2008 11,322,095
Newkirk Tender Holdings, LLC
1,454,035 Term Loan, 6.94%, Maturing May 25, 2006 1,457,670
4,355,123 Term Loan, 8.72%, Maturing May 25, 2006 4,366,011
Nortek, Inc.
6,779,188 Term Loan, 5.91%, Maturing August 27, 2011 6,851,216
Panolam Industries Holdings, Inc.
2,200,000 Term Loan, 6.77%, Maturing September 30, 2012 2,233,000
Ply Gem Industries, Inc.
4,201,947 Term Loan, 6.16%, Maturing February 14, 2011 4,222,957
617,453 Term Loan, 6.16%, Maturing February 12, 2011 620,541
2,272,169 Term Loan, 6.64%, Maturing February 12, 2011 2,283,530
Shea Capital I, LLC
2,100,000 Term Loan, 6.26%, Maturing October 27, 2011 2,123,625
Shea Mountain House, LLC
1,500,000 Term Loan, 6.34%, Maturing May 11, 2010 1,515,000
South Edge, LLC
1,925,000 Term Loan, 5.31%, Maturing October 31, 2007 1,932,219
4,475,000 Term Loan, 5.56%, Maturing October 31, 2009 4,510,429
St. Marys Cement, Inc.
2,606,094 Term Loan, 6.02%, Maturing December 4, 2009 2,648,443
Stile Acquisition Corp.
6,744,096 Term Loan, 6.20%, Maturing April 6, 2013 6,704,056
Stile U.S. Acquisition Corp.
6,755,585 Term Loan, 6.20%, Maturing April 6, 2013 6,715,477
Sugarloaf Mills, L.P.
2,850,000 Term Loan, 5.92%, Maturing April 7, 2007 2,864,250
5,400,000 Term Loan, 7.09%, Maturing April 7, 2007 5,400,000
Sunstone Hotel Partnership, LLC
5,000,000 Revolving Loan, 0.00%, Maturing October 26, 2007(2) 4,950,000
2,500,000 Term Loan, 6.47%, Maturing October 26, 2008 2,500,000
TE / Tousa Senior, LLC
2,000,000 Revolving Loan, 8.75%, Maturing July 29, 2008(2) 1,990,000
3,750,000 Term Loan, 7.19%, Maturing August 1, 2008 3,787,500
The Woodlands Community Property Co.
4,707,000 Term Loan, 6.34%, Maturing November 30, 2007 4,742,303
1,157,000 Term Loan, 8.34%, Maturing November 30, 2007 1,174,355
Tousa/Kolter, LLC
7,410,000 Term Loan, 6.11%, Maturing January 7, 2008(2)(3) 7,447,050
Tower Financing, LLC
7,450,000 Term Loan, 7.54%, Maturing July 9, 2008 7,459,313
Trustreet Properties, Inc.
3,150,000 Term Loan, 6.09%, Maturing April 8, 2010 3,181,500
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$ 237,140,768
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Business Equipment and Services -- 4.2%
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Acco Brands Corp.
$ 2,254,350 Term Loan, 5.89%, Maturing August 17, 2012 $ 2,281,589
Affinion Group, Inc.
7,662,558 Term Loan, 7.09%, Maturing October 17, 2012 7,554,807
Allied Security Holdings, LLC
3,225,250 Term Loan, 7.78%, Maturing June 10, 2009 3,261,534
Baker & Taylor, Inc.
7,600,000 Revolving Loan, 5.07%, Maturing August 11, 2010(2) 7,562,000
3,100,000 Term Loan, 11.09%, Maturing May 6, 2011 3,138,750
Buhrmann US, Inc.
6,791,748 Term Loan, 6.11%, Maturing December 31, 2010 6,893,624
DynCorp International, LLC
4,447,650 Term Loan, 6.75%, Maturing February 11, 2011 4,466,183
Global Imaging Systems, Inc.
3,369,879 Term Loan, 5.43%, Maturing May 10, 2010 3,397,259
Info USA, Inc.
2,156,250 Term Loan, 6.78%, Maturing June 4, 2010 2,161,641
Iron Mountain, Inc.
16,434,000 Term Loan, 5.88%, Maturing April 2, 2011 16,581,216
9,632,778 Term Loan, 6.19%, Maturing April 2, 2011 9,721,582
Language Line, Inc.
8,418,069 Term Loan, 8.45%, Maturing June 11, 2011 8,472,787
Mitchell International, Inc.
2,525,000 Term Loan, 6.15%, Maturing August 15, 2011 2,554,197
Protection One, Inc.
3,267,690 Term Loan, 7.60%, Maturing April 18, 2011 3,300,367
Sungard Data Systems, Inc.
35,520,975 Term Loan, 6.81%, Maturing February 11, 2013 35,805,534
Transaction Network Services, Inc.
2,924,117 Term Loan, 5.85%, Maturing May 4, 2012 2,949,703
US Investigations Services, Inc.
2,485,000 Term Loan, 6.57%, Maturing October 14, 2012 2,519,169
Western Inventory Services
895,062 Term Loan, 6.97%, Maturing March 31, 2011 900,656
785,142 Term Loan, 6.99%, Maturing March 31, 2011 790,049
Williams Scotsman, Inc.
2,570,000 Term Loan, 6.41%, Maturing June 27, 2010 2,602,929
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$ 126,915,576
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Cable and Satellite Television -- 4.9%
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Adelphia Communications Corp.
$ 12,299,809 DIP Loan, 6.31%, Maturing March 31, 2006 $ 12,361,308
Atlantic Broadband Finance, LLC
5,854,353 Term Loan, 6.52%, Maturing September 1, 2011 5,949,486
Bragg Communications, Inc.
3,367,246 Term Loan, 6.24%, Maturing August 31, 2011 3,415,651
Bresnan Communications, LLC
4,500,000 Term Loan, 7.72%, Maturing September 30, 2010 4,563,986
Canadian Cable Acquisition Co., Inc.
4,692,600 Term Loan, 7.02%, Maturing August 1, 2011 4,751,258
Cebridge Connections, Inc.
4,801,875 Term Loan, 7.04%, Maturing February 23, 2009 4,819,882
Charter Communications Operating, LLC
38,081,444 Term Loan, 7.50%, Maturing April 7, 2011 38,195,993
Eno (Altice One)
750,000 Term Loan, 4.86%, Maturing November 14, 2013 EUR 891,065
750,000 Term Loan, 5.36%, Maturing November 14, 2014 EUR 891,065
EWT Elektro & Nachrichtentech
1,500,000 Term Loan, 5.19%, Maturing November 30, 2012 EUR 1,770,636
Iesy Hessen GmbH and Co., KG
2,800,000 Term Loan, 5.21%, Maturing February 14, 2013 EUR 3,311,633
4,200,000 Term Loan, 5.71%, Maturing February 14, 2014 EUR 4,991,435
Insight Midwest Holdings, LLC
16,456,875 Term Loan, 6.06%, Maturing December 31, 2009 16,691,385
MCC Iowa, LLC
1,975,075 Term Loan, 6.11%, Maturing February 3, 2014 2,004,239
Mediacom Illinois, LLC
8,000,000 Term Loan, 5.67%, Maturing September 30, 2012 8,000,712
6,054,250 Term Loan, 6.38%, Maturing March 31, 2013 6,142,224
NTL, Inc.
7,950,000 Term Loan, 7.14%, Maturing April 13, 2012 7,990,410
San Juan Cable, LLC
1,000,000 Term Loan, 6.07%, Maturing October 31, 2012 1,011,667
UGS Corp.
11,411,052 Term Loan, 6.22%, Maturing March 31, 2012 11,553,691
UPC Broadband Holdings B.V.
3,300,000 Term Loan, 4.60%, Maturing April 1, 2010 EUR 3,870,475
5,580,000 Term Loan, 6.80%, Maturing September 30, 2012 5,631,816
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$ 148,810,017
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Chemicals and Plastics -- 5.5%
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Basell Af S.A.R.L.
$ 916,667 Term Loan, 6.91%, Maturing August 1, 2013 $ 932,851
183,333 Term Loan, 6.91%, Maturing August 1, 2013 185,983
916,667 Term Loan, 7.24%, Maturing August 1, 2014 932,851
183,333 Term Loan, 7.24%, Maturing August 1, 2014 186,241
Brenntag AG
8,040,000 Term Loan, 6.81%, Maturing February 27, 2012 8,065,463
Celanese Holdings, LLC
15,126,312 Term Loan, 6.06%, Maturing April 6, 2011 15,262,448
CII Carbon, LLC
1,820,438 Term Loan, 6.19%, Maturing August 23, 2012 1,826,126
Gentek, Inc.
2,544,998 Term Loan, 6.83%, Maturing February 28, 2011 2,563,449
Hercules, Inc.
2,758,000 Term Loan, 5.86%, Maturing October 8, 2010 2,792,475
Hexion Specialty Chemicals, Inc.
607,274 Term Loan, 5.88%, Maturing May 31, 2012 616,193
3,493,127 Term Loan, 6.56%, Maturing May 31, 2012 3,544,434
2,529,506 Term Loan, 6.88%, Maturing May 31, 2012 2,566,659
Huntsman, LLC
2,432,500 Term Loan, 4.19%, Maturing August 16, 2012 EUR 2,882,135
16,299,783 Term Loan, 5.89%, Maturing August 16, 2012 16,386,384
Innophos, Inc.
1,739,143 Term Loan, 6.38%, Maturing August 13, 2010 1,760,157
Invista B.V.
12,561,235 Term Loan, 6.31%, Maturing April 29, 2011 12,773,206
5,397,864 Term Loan, 6.31%, Maturing April 29, 2011 5,488,953
ISP Chemco, Inc.
5,417,500 Term Loan, 6.13%, Maturing March 27, 2011 5,485,219
Kraton Polymer, LLC
5,353,009 Term Loan, 6.44%, Maturing December 23, 2010 5,426,613
Mosaic Co.
7,208,775 Term Loan, 5.54%, Maturing February 21, 2012 7,294,379
Nalco Co.
17,812,429 Term Loan, 5.81%, Maturing November 4, 2010 18,079,615
PQ Corp.
3,890,450 Term Loan, 6.08%, Maturing February 10, 2012 3,920,846
Professional Paint, Inc.
1,486,750 Term Loan, 6.68%, Maturing September 30, 2011 1,494,184
Rockwood Specialties Group, Inc.
14,263,325 Term Loan, 6.47%, Maturing December 10, 2012 14,464,538
Sigmakalon (BC) Holdco B.V.
44,353 Term Loan, 4.88%, Maturing September 9, 2013 EUR 52,453
868,158 Term Loan, 4.88%, Maturing September 9, 2013 EUR 1,026,713
1,587,489 Term Loan, 4.88%, Maturing September 9, 2013 EUR 1,877,419
539,284 Term Loan, 5.38%, Maturing September 9, 2014 EUR 640,159
151,109 Term Loan, 5.38%, Maturing September 9, 2014 EUR 179,374
132,044 Term Loan, 5.38%, Maturing September 9, 2014 EUR 156,744
1,677,564 Term Loan, 5.38%, Maturing September 9, 2014 EUR 1,991,361
Solo Cup Co.
9,472,484 Term Loan, 6.62%, Maturing February 27, 2011 9,539,976
TPG Spring Lux III S.A.R.L.
1,328,114 Term Loan, 5.08%, Maturing June 28, 2013 EUR 1,563,822
1,328,114 Term Loan, 5.58%, Maturing June 28, 2014 EUR 1,571,651
TPG Spring UK, Ltd.
3,218,030 Term Loan, 5.08%, Maturing June 28, 2013 EUR 3,789,154
3,218,030 Term Loan, 5.58%, Maturing June 28, 2013 EUR 3,808,123
Wavin Holdings B.V.
900,000 Term Loan, 4.65%, Maturing September 9, 2013 EUR 1,069,495
900,000 Term Loan, 5.15%, Maturing September 9, 2014 EUR 1,074,420
Wellman, Inc.
5,400,000 Term Loan, 8.25%, Maturing February 10, 2009 5,514,750
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$ 168,787,016
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Clothing/Textiles -- 0.3%
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Joan Fabrics Corp.
$ 443,386 Term Loan, 8.28%, Maturing June 30, 2006 $ 360,251
Propex Fabrics, Inc.
3,161,813 Term Loan, 6.28%, Maturing December 1, 2011 3,169,717
St. John Knits International, Inc.
2,553,401 Term Loan, 6.56%, Maturing March 23, 2012 2,591,702
The William Carter Co.
3,042,188 Term Loan, 5.72%, Maturing July 14, 2012 3,081,167
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$ 9,202,837
- -------------------------------------------------------------------------------------------------
Conglomerates -- 2.6%
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Amsted Industries, Inc.
$ 11,095,118 Term Loan, 6.64%, Maturing October 15, 2010 $ 11,256,918
Blount, Inc.
3,086,753 Term Loan, 6.59%, Maturing August 9, 2010 3,120,193
Euramax Europe B.V.
1,644,767 Term Loan, 4.88%, Maturing June 29, 2012 EUR 1,940,310
Euramax International, Inc.
2,508,713 Term Loan, 6.38%, Maturing June 1, 2012 2,501,264
Goodman Global Holdings, Inc.
4,347,150 Term Loan, 6.38%, Maturing December 23, 2011 4,415,074
Jarden Corp.
3,975,624 Term Loan, 5.97%, Maturing January 24, 2012 3,992,520
11,636,364 Term Loan, 6.02%, Maturing January 24, 2012 11,730,909
Johnson Diversey, Inc.
10,182,446 Term Loan, 6.01%, Maturing November 3, 2009 10,300,186
Penn Engineering & Manufacturing Corp.
749,345 Term Loan, 6.52%, Maturing May 25, 2011 758,712
Platinum 100, Ltd.
500,000 Term Loan, 7.37%, Maturing January 15, 2013 GBP 871,830
500,000 Term Loan, 7.87%, Maturing January 15, 2014 GBP 874,676
Polymer Group, Inc.
2,000,000 Revolving Loan, 0.00%, Maturing November 22, 2010(2) 1,950,000
8,650,000 Term Loan, 6.42%, Maturing November 22, 2012 8,741,906
PP Acquisition Corp.
6,651,689 Term Loan, 6.47%, Maturing November 12, 2011 6,663,882
Rexnord Corp.
7,395,465 Term Loan, 6.15%, Maturing December 31, 2011 7,490,992
Walter Industries, Inc.
1,825,000 Term Loan, 6.18%, Maturing October 3, 2012 1,848,097
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$ 78,457,469
- -------------------------------------------------------------------------------------------------
Containers and Glass Products -- 3.8%
- -------------------------------------------------------------------------------------------------
Berry Plastics Corp.
$ 10,032,518 Term Loan, 5.86%, Maturing December 2, 2011 $ 10,160,011
BWAY Corp.
1,634,633 Term Loan, 6.56%, Maturing June 30, 2011 1,655,066
Consolidated Container Holding, LLC
3,851,250 Term Loan, 7.50%, Maturing December 15, 2008 3,901,798
Crown Americas, Inc.
1,375,000 Term Loan, 5.57%, Maturing November 15, 2012 $1,385,313
Dr. Pepper/Seven Up Bottling Group, Inc.
8,129,352 Term Loan, 6.18%, Maturing December 19, 2010 8,256,373
Graham Packaging Holdings Co.
15,135,625 Term Loan, 6.56%, Maturing October 7, 2011 15,354,380
Graphic Packaging International, Inc.
2,000,000 Revolving Loan, 0.00%, Maturing August 8, 2007(2) 1,955,000
24,381,741 Term Loan, 6.58%, Maturing August 8, 2010 24,707,847
Impress Metal Packaging Holdings, B.V.
5,713,671 Term Loan, 6.91%, Maturing December 31, 2006 5,742,240
IPG (US), Inc.
3,494,700 Term Loan, 6.12%, Maturing July 28, 2011 3,545,663
Kranson Industries, Inc.
2,310,750 Term Loan, 6.78%, Maturing July 30, 2011 2,339,634
Owens-Illinois, Inc.
5,000,000 Revolving Loan, 5.60%, Maturing April 1, 2007(2) 4,993,750
4,015,544 Term Loan, 5.87%, Maturing April 1, 2007 4,037,296
2,168,179 Term Loan, 5.92%, Maturing April 1, 2008 2,184,440
2,000,000 Term Loan, 6.12%, Maturing April 1, 2008 2,015,000
Smurfit-Stone Container Corp.
1,986,462 Term Loan, 2.10%, Maturing November 1, 2010 2,010,673
5,002,930 Term Loan, 5.96%, Maturing November 1, 2011 5,063,906
14,263,868 Term Loan, 6.20%, Maturing November 1, 2011 14,437,716
U.S. Can Corp.
1,970,000 Term Loan, 7.65%, Maturing January 15, 2010 1,984,775
- -------------------------------------------------------------------------------------------------
$ 115,730,881
- -------------------------------------------------------------------------------------------------
Cosmetics/Toiletries -- 0.7%
- -------------------------------------------------------------------------------------------------
American Safety Razor Co.
$ 1,652,512 Term Loan, 7.15%, Maturing February 28, 2012 $ 1,677,300
Church & Dwight Co., Inc.
9,800,131 Term Loan, 5.94%, Maturing May 30, 2011 9,916,507
Prestige Brands, Inc.
6,429,600 Term Loan, 6.32%, Maturing April 7, 2011 6,499,252
Revlon Consumer Products Corp.
2,187,500 Term Loan, 10.10%, Maturing July 9, 2010 2,256,885
- -------------------------------------------------------------------------------------------------
$ 20,349,944
- -------------------------------------------------------------------------------------------------
Drugs -- 0.6%
- -------------------------------------------------------------------------------------------------
Warner Chilcott Corp.
$ 4,474,604 Term Loan, 6.77%, Maturing January 18, 2012 $ 4,477,002
2,067,141 Term Loan, 6.77%, Maturing January 18, 2012 2,068,249
11,104,580 Term Loan, 6.89%, Maturing January 18, 2012 11,110,532
- -------------------------------------------------------------------------------------------------
$ 17,655,783
- -------------------------------------------------------------------------------------------------
Ecological Services and Equipment -- 1.1%
- -------------------------------------------------------------------------------------------------
Alderwoods Group, Inc.
$ 1,870,725 Term Loan, 6.09%, Maturing September 29, 2009 $ 1,894,694
Allied Waste Industries, Inc.
4,914,912 Term Loan, 4.02%, Maturing January 15, 2012 4,943,242
13,006,825 Term Loan, 6.18%, Maturing January 15, 2012 13,084,424
Envirocare of Utah, LLC
5,299,091 Term Loan, 6.95%, Maturing April 15, 2010 5,374,163
Environmental Systems, Inc.
3,463,898 Term Loan, 7.69%, Maturing December 12, 2008 3,529,931
500,000 Term Loan, 14.21%, Maturing December 12, 2010 510,000
Sensus Metering Systems, Inc.
551,243 Term Loan, 6.44%, Maturing December 17, 2010 557,789
3,533,247 Term Loan, 6.45%, Maturing December 17, 2010 3,575,204
- -------------------------------------------------------------------------------------------------
$ 33,469,447
- -------------------------------------------------------------------------------------------------
Electronics/Electrical -- 2.4%
- -------------------------------------------------------------------------------------------------
AMI Semiconductor, Inc.
$ 4,303,384 Term Loan, 5.72%, Maturing April 1, 2012 $ 4,328,486
Aspect Software, Inc.
2,175,000 Term Loan, 6.56%, Maturing September 22, 2010 2,187,234
Communications & Power, Inc.
3,000,000 Term Loan, 6.37%, Maturing July 23, 2010 3,045,000
Enersys Capital, Inc.
3,653,750 Term Loan, 6.05%, Maturing March 17, 2011 3,688,004
Fairchild Semiconductor Corp.
9,006,441 Term Loan, 5.60%, Maturing December 31, 2010 9,073,990
Ganymed 347 VV GmbH
329,460 Term Loan, 4.64%, Maturing April 30, 2013 EUR 390,845
670,540 Term Loan, 4.64%, Maturing April 30, 2013 EUR 795,474
329,460 Term Loan, 5.64%, Maturing April 30, 2014 EUR 393,758
670,540 Term Loan, 5.64%, Maturing April 30, 2014 EUR 800,349
Invensys International Holdings Limited
5,858,217 Term Loan, 7.79%, Maturing September 4, 2009 5,938,767
Panavision, Inc.
8,537,953 Term Loan, 10.39%, Maturing January 12, 2007 8,724,721
Rayovac Corp.
16,954,800 Term Loan, 6.15%, Maturing February 7, 2012 17,071,364
Security Co., Inc.
4,641,275 Term Loan, 7.31%, Maturing June 28, 2010 4,705,093
Telcordia Technologies, Inc.
7,094,350 Term Loan, 6.91%, Maturing September 15, 2012 7,043,363
United Online, Inc.
886,667 Term Loan, 7.03%, Maturing December 13, 2008 891,100
Vertafore, Inc.
2,115,215 Term Loan, 7.11%, Maturing December 21, 2010 2,136,368
Viasystems, Inc.
3,225,625 Term Loan, 8.38%, Maturing September 30, 2009 3,269,977
- -------------------------------------------------------------------------------------------------
$ 74,483,893
- -------------------------------------------------------------------------------------------------
Equipment Leasing -- 0.6%
- -------------------------------------------------------------------------------------------------
Ashtead Group, PLC
$ 2,267,100 Term Loan, 6.13%, Maturing November 12, 2009 $ 2,287,409
Carey International, Inc.
1,990,000 Term Loan, 8.25%, Maturing May 2, 2011 1,970,100
Maxim Crane Works, L.P.
3,095,099 Term Loan, 6.88%, Maturing January 28, 2010 3,138,948
United Rentals, Inc.
1,726,985 Term Loan, 2.87%, Maturing February 14, 2011 1,746,630
9,429,187 Term Loan, 6.45%, Maturing February 14, 2011 9,536,444
- -------------------------------------------------------------------------------------------------
$ 18,679,531
- -------------------------------------------------------------------------------------------------
Farming/Agriculture -- 0.2%
- -------------------------------------------------------------------------------------------------
Central Garden & Pet Co.
$ 5,924,838 Term Loan, 5.94%, Maturing May 19, 2009 $ 6,010,007
- -------------------------------------------------------------------------------------------------
$ 6,010,007
- -------------------------------------------------------------------------------------------------
Financial Intermediaries -- 2.0%
- -------------------------------------------------------------------------------------------------
AIMCO Properties, L.P.
$ 500,000 Term Loan, 6.03%, Maturing November 2, 2009 $ 507,032
14,100,000 Term Loan, 6.23%, Maturing November 2, 2009 14,315,913
Blitz F04-506 GmbH
1,000,000 Term Loan, 5.25%, Maturing June 30, 2014 EUR 1,196,020
Coinstar, Inc.
1,906,083 Term Loan, 6.10%, Maturing July 7, 2011 1,940,631
Corrections Corp. of America
3,674,994 Term Loan, 5.84%, Maturing March 31, 2008 3,725,525
Fidelity National Information Solutions, Inc.
22,459,625 Term Loan, 5.86%, Maturing March 9, 2013 22,552,877
The Macerich Partnership, L.P.
4,771,062 Term Loan, 5.85%, Maturing April 25, 2006 4,777,025
7,300,000 Revolving Loan, 4.54%, Maturing July 30, 2007(2) 7,300,000
4,310,000 Term Loan, 7.50%, Maturing April 25, 2010 4,339,631
- -------------------------------------------------------------------------------------------------
$ 60,654,654
- -------------------------------------------------------------------------------------------------
Food Products -- 2.1%
- -------------------------------------------------------------------------------------------------
Acosta Sales Co., Inc.
$ 5,435,268 Term Loan, 7.75%, Maturing August 13, 2010 $ 5,448,857
American Seafoods Holdings, LLC
2,025,000 Term Loan, 5.84%, Maturing September 30, 2012 2,054,109
Chiquita Brands, LLC
2,413,950 Term Loan, 6.20%, Maturing June 28, 2012 2,433,563
Del Monte Corp.
3,134,250 Term Loan, 5.73%, Maturing February 8, 2012 3,176,954
Doane Pet Care Co.
1,800,000 Term Loan, 6.49%, Maturing October 24, 2012 1,824,750
Dole Food Company, Inc.
3,853,957 Term Loan, 5.73%, Maturing April 18, 2012 3,891,294
Herbalife International, Inc.
915,750 Term Loan, 5.95%, Maturing December 21, 2010 922,905
Interstate Brands Corp.
3,125,000 Term Loan, 8.29%, Maturing July 19, 2006 3,137,697
5,250,000 Revolving Loan, 0.00%, Maturing September 22, 2006(2) 5,250,000
1,780,140 Term Loan, 8.26%, Maturing July 19, 2007 1,791,266
4,532,404 Term Loan, 8.32%, Maturing July 19, 2007 4,550,533
Michael Foods, Inc.
3,928,691 Term Loan, 6.17%, Maturing November 21, 2010 3,928,691
Nash-Finch Co.
3,870,000 Term Loan, 6.50%, Maturing November 12, 2010 3,894,188
Pinnacle Foods Holdings Corp.
2,142,857 Revolving Loan, 0.00%, Maturing November 25, 2009(2) 2,100,000
12,503,056 Term Loan, 7.31%, Maturing November 25, 2010 12,678,099
Reddy Ice Group, Inc.
6,975,000 Term Loan, 5.87%, Maturing August 12, 2012 7,042,574
The Meow Mix Company
1,342,105 Term Loan, 7.09%, Maturing July 13, 2011 1,364,193
- -------------------------------------------------------------------------------------------------
$ 65,489,673
- -------------------------------------------------------------------------------------------------
Food Service -- 2.2%
- -------------------------------------------------------------------------------------------------
AFC Enterprises, Inc.
$ 1,755,600 Term Loan, 6.31%, Maturing May 11, 2011 $ 1,777,545
Buffets, Inc.
931,818 Term Loan, 6.78%, Maturing June 28, 2009 941,136
6,507,403 Term Loan, 7.16%, Maturing June 28, 2009 6,572,477
Burger King Corp.
3,182,025 Term Loan, 5.83%, Maturing June 30, 2012 3,221,304
Carrols Corp.
1,901,498 Term Loan, 6.56%, Maturing December 31, 2010 1,931,505
CKE Restaurants, Inc.
1,774,348 Term Loan, 6.19%, Maturing May 1, 2010 1,794,309
Denny's, Inc.
4,009,727 Term Loan, 7.30%, Maturing September 30, 2009 4,081,569
Domino's, Inc.
20,360,993 Term Loan, 5.81%, Maturing June 25, 2010 20,628,231
Gate Gourmet Borrower, LLC
6,416,805 Term Loan, 11.59%, Maturing December 31, 2008 6,424,826
Jack in the Box, Inc.
7,614,373 Term Loan, 5.57%, Maturing January 8, 2011 7,695,276
Maine Beverage Co., LLC
2,625,000 Term Loan, 5.77%, Maturing June 30, 2010 2,618,437
Weight Watchers International, Inc.
1,500,000 Revolving Loan, 6.08%, Maturing March 31, 2009(2) 1,500,000
4,080,915 Term Loan, 5.64%, Maturing March 31, 2010 4,140,427
2,970,000 Term Loan, 5.67%, Maturing March 31, 2010 3,004,651
- -------------------------------------------------------------------------------------------------
$ 66,331,693
- -------------------------------------------------------------------------------------------------
Food/Drug Retailers -- 2.1%
- -------------------------------------------------------------------------------------------------
Cumberland Farms, Inc.
$ 1,600,881 Term Loan, 6.40%, Maturing September 8, 2008 $ 1,604,883
8,823,722 Term Loan, 6.46%, Maturing September 8, 2008 8,873,355
General Nutrition Centers, Inc.
2,748,648 Term Loan, 7.31%, Maturing December 5, 2009 2,786,442
2,000,000 Revolving Loan, 0.00%, Maturing December 5, 2009(2) 1,961,250
Giant Eagle, Inc.
6,231,923 Term Loan, 5.77%, Maturing November 7, 2012 6,265,033
Roundy's Supermarkets, Inc.
11,350,000 Term Loan, 7.11%, Maturing November 3, 2011 11,314,531
The Jean Coutu Group (PJC), Inc.
13,035,318 Term Loan, 6.50%, Maturing July 30, 2011 13,135,117
The Pantry, Inc.
4,487,055 Term Loan, 6.47%, Maturing March 12, 2011 4,509,490
Winn-Dixie Stores, Inc.
13,000,000 DIP Revolving Loan, 6.06%, Maturing February 22, 2007(2) 12,967,500
- -------------------------------------------------------------------------------------------------
$ 63,417,601
- -------------------------------------------------------------------------------------------------
Forest Products -- 1.6%
- -------------------------------------------------------------------------------------------------
Appleton Papers, Inc.
$ 6,827,032 Term Loan, 6.58%, Maturing June 11, 2010 $ 6,900,634
Boise Cascade Holdings, LLC
9,473,806 Term Loan, 5.81%, Maturing October 28, 2011 9,600,121
Buckeye Technologies, Inc.
2,958,210 Term Loan, 6.08%, Maturing March 15, 2008 2,978,547
Koch Cellulose, LLC
1,760,202 Term Loan, 5.59%, Maturing May 7, 2011 1,770,837
5,699,924 Term Loan, 5.77%, Maturing May 7, 2011 5,734,363
NewPage Corp.
5,000,000 Revolving Loan, 6.38%, Maturing May 2, 2010(2) 4,950,000
7,685,738 Term Loan, 7.13%, Maturing May 2, 2011 7,772,202
RLC Industries Co.
4,718,809 Term Loan, 5.52%, Maturing February 24, 2010 4,742,404
Xerium Technologies, Inc.
3,291,750 Term Loan, 6.02%, Maturing May 18, 2012 3,320,553
- -------------------------------------------------------------------------------------------------
$ 47,769,661
- -------------------------------------------------------------------------------------------------
Healthcare -- 5.7%
- -------------------------------------------------------------------------------------------------
Alliance Imaging, Inc.
$ 7,185,836 Term Loan, 6.49%, Maturing December 29, 2011 $ 7,256,574
AMN Healthcare, Inc.
1,775,000 Term Loan, 6.23%, Maturing November 2, 2011 1,790,531
AMR HoldCo, Inc.
2,788,925 Term Loan, 6.61%, Maturing February 10, 2012 2,817,687
Carl Zeiss Topco GMBH
1,323,333 Term Loan, 6.95%, Maturing March 22, 2013 1,331,604
2,646,667 Term Loan, 7.45%, Maturing March 21, 2014 2,666,517
Colgate Medical, Ltd.
1,198,864 Term Loan, 6.01%, Maturing December 30, 2008 1,210,852
Community Health Systems, Inc.
33,562,387 Term Loan, 6.16%, Maturing August 19, 2011 34,002,894
Concentra Operating Corp.
8,200,000 Term Loan, 6.05%, Maturing September 30, 2011 8,311,044
Conmed Corp.
2,556,941 Term Loan, 6.44%, Maturing December 31, 2007 2,591,032
CRC Health Corp.
997,500 Term Loan, 6.81%, Maturing May 10, 2011 999,994
Davita Inc.
24,842,647 Term Loan, 6.41%, Maturing October 5, 2012 25,223,907
Encore Medical IHC, Inc.
4,669,024 Term Loan, 7.36%, Maturing October 4, 2010 4,721,551
Envision Worldwide, Inc.
4,005,000 Term Loan, 9.01%, Maturing September 30, 2010 4,025,025
FHC Health Systems, Inc.
1,276,786 Term Loan, 9.87%, Maturing December 18, 2009 1,302,321
893,750 Term Loan, 11.87%, Maturing December 18, 2009 911,625
Fisher Scientific International, Inc.
1,975,000 Term Loan, 5.52%, Maturing August 2, 2011 1,989,813
Genoa Healthcare Group, LLC
1,248,000 Term Loan, 7.24%, Maturing August 10, 2012 1,257,751
Healthcare Partners, LLC
1,457,625 Term Loan, 5.82%, Maturing March 2, 2011 1,469,924
Healthsouth Corp.
4,489,997 Term Loan, 6.53%, Maturing June 14, 2007 4,515,954
2,301,250 Term Loan, 3.55%, Maturing March 21, 2010 2,314,554
Iasis Healthcare, LLC
493,750 Term Loan, 6.30%, Maturing June 22, 2011 500,950
Kinetic Concepts, Inc.
4,406,264 Term Loan, 5.78%, Maturing August 11, 2010 4,453,080
Leiner Health Products, Inc.
3,209,375 Term Loan, 7.70%, Maturing May 27, 2011 3,235,451
Lifecare Holdings, Inc.
3,300,000 Term Loan, 6.34%, Maturing August 11, 2012 3,152,533
Lifepoint Hospitals, Inc.
12,407,647 Term Loan, 6.19%, Maturing April 15, 2012 12,495,853
Magellan Health Services, Inc.
1,749,249 Term Loan, 3.76%, Maturing August 15, 2008 1,768,928
2,383,352 Term Loan, 5.87%, Maturing August 15, 2008 2,410,165
Medcath Holdings Corp.
1,534,106 Term Loan, 6.77%, Maturing June 30, 2011 1,545,133
Moinlycke
750,000 Term Loan, 4.72%, Maturing June 30, 2013 EUR 895,142
750,000 Term Loan, 5.22%, Maturing June 30, 2014 EUR 899,146
National Mentor, Inc.
2,401,163 Term Loan, 6.80%, Maturing September 30, 2011 2,432,678
Renal Advantage, Inc.
1,125,000 Term Loan, 6.61%, Maturing October 5, 2012 1,138,008
Select Medical Holding Corp.
5,253,600 Term Loan, 6.12%, Maturing February 24, 2012 5,262,358
Sirona Dental Services GmbH
840,000 Term Loan, 4.75%, Maturing June 30, 2013 EUR 1,001,356
Sirona Dental Systems GmbH
160,000 Term Loan, 4.75%, Maturing June 30, 2013 EUR 190,734
Sunrise Medical Holdings, Inc.
3,859,780 Term Loan, 7.39%, Maturing May 13, 2010 3,864,605
Talecris Biotherapeutics, Inc.
3,646,675 Term Loan, 7.62%, Maturing March 31, 2010 3,628,442
Vanguard Health Holding Co., LLC
7,029,550 Term Loan, 6.21%, Maturing September 23, 2011 7,121,813
Ventiv Health, Inc.
1,800,000 Term Loan, 5.58%, Maturing October 5, 2011 1,812,375
VWR International, Inc.
5,049,784 Term Loan, 6.69%, Maturing April 7, 2011 5,122,374
- -------------------------------------------------------------------------------------------------
$ 173,642,278
- -------------------------------------------------------------------------------------------------
Home Furnishings -- 1.2%
- -------------------------------------------------------------------------------------------------
Interline Brands, Inc.
$ 3,398,234 Term Loan, 6.27%, Maturing December 31, 2010 $ 3,450,271
Knoll, Inc.
6,002,061 Term Loan, 6.09%, Maturing October 3, 2012 6,085,837
National Bedding Company, LLC
1,910,212 Term Loan, 6.03%, Maturing August 31, 2011 1,924,539
Oreck Corp.
1,394,463 Term Loan, 6.78%, Maturing February 2, 2012 1,399,692
Sanitec Ltd. Oy
3,000,000 Term Loan, 4.89%, Maturing May 27, 2013 EUR 3,427,307
3,000,000 Term Loan, 5.39%, Maturing May 27, 2013 EUR 3,448,231
Sealy Mattress Co.
7,263,716 Term Loan, 5.90%, Maturing April 6, 2012 7,352,246
Simmons Co.
8,119,091 Term Loan, 5.97%, Maturing December 19, 2011 8,218,047
- -------------------------------------------------------------------------------------------------
$ 35,306,170
- -------------------------------------------------------------------------------------------------
Industrial Equipment -- 1.0%
- -------------------------------------------------------------------------------------------------
Alliance Laundry Holdings, LLC
$ 1,795,200 Term Loan, 6.34%, Maturing January 27, 2012 $ 1,822,128
Colfax Corp.
2,869,688 Term Loan, 6.31%, Maturing May 30, 2009 2,900,775
Douglas Dynamics Holdings, Inc.
1,985,000 Term Loan, 5.77%, Maturing December 16, 2010 1,999,888
Flowserve Corp.
7,405,000 Term Loan, 5.91%, Maturing August 10, 2012 7,509,137
Gleason Corp.
1,966,852 Term Loan, 6.70%, Maturing July 27, 2011 1,991,437
GSCP Athena (Finnish) Holdings
3,250,000 Term Loan, 4.75%, Maturing August 31, 2013 EUR 3,850,926
2,923,913 Term Loan, 5.25%, Maturing August 31, 2014 EUR 3,506,611
Itron, Inc.
270,271 Term Loan, 6.02%, Maturing December 17, 2010 272,298
Mainline, L.P.
2,316,000 Term Loan, 6.30%, Maturing December 17, 2011 2,350,740
MTD Products, Inc.
2,972,375 Term Loan, 5.88%, Maturing June 1, 2010 3,000,241
Pirelli Kabel UND Systems Hold
326,087 Term Loan, 5.25%, Maturing August 31, 2014 EUR 388,002
- -------------------------------------------------------------------------------------------------
$ 29,592,183
- -------------------------------------------------------------------------------------------------
Insurance -- 0.9%
- -------------------------------------------------------------------------------------------------
CCC Information Services Group, Inc.
$ 5,042,773 Term Loan, 6.97%, Maturing August 20, 2010 $ 5,055,380
Conseco, Inc.
7,298,727 Term Loan, 6.14%, Maturing June 22, 2010 7,376,276
Hilb, Rogal & Hobbs Co.
7,056,055 Term Loan, 6.31%, Maturing December 15, 2011 7,131,025
U.S.I. Holdings Corp.
2,932,500 Term Loan, 6.74%, Maturing August 11, 2008 2,945,330
4,515,875 Term Loan, 6.74%, Maturing August 11, 2008 4,535,632
- -------------------------------------------------------------------------------------------------
$ 27,043,643
- -------------------------------------------------------------------------------------------------
Leisure Goods/Activities/Movies -- 5.7%
- -------------------------------------------------------------------------------------------------
24 Hour Fitness Worldwide, Inc.
$ 5,880,000 Term Loan, 6.78%, Maturing June 8, 2012 $ 5,971,875
Alliance Atlantis Communications, Inc.
2,257,655 Term Loan, 5.92%, Maturing December 31, 2011 2,269,885
AMF Bowling Worldwide, Inc.
3,062,031 Term Loan, 7.19%, Maturing August 27, 2009 3,089,782
Carmike Cinemas, Inc.
3,575,000 Term Loan, 0.00%, Maturing May 19, 2012(2) 3,554,891
5,346,600 Term Loan, 6.39%, Maturing May 19, 2012 5,365,538
Cinemark, Inc.
12,805,000 Term Loan, 6.53%, Maturing March 31, 2011 12,963,462
Fender Musical Instruments Co.
497,500 Term Loan, 6.47%, Maturing March 30, 2012 502,475
Loews Cineplex Entertainment Corp.
12,024,440 Term Loan, 6.35%, Maturing July 30, 2011 12,101,468
Metro-Goldwyn-Mayer Holdings, Inc.
33,430,000 Term Loan, 6.27%, Maturing April 8, 2012 33,678,819
New England Sports Ventures
6,920,142 Term Loan, 5.10%, Maturing February 27, 2007 6,920,142
Red Football, Ltd.
3,000,000 Term Loan, 7.35%, Maturing May 11, 2012 GBP 5,243,112
975,987 Term Loan, 7.85%, Maturing May 11, 2013 GBP 1,709,959
975,987 Term Loan, 8.35%, Maturing May 9, 2014 GBP 1,718,403
Regal Cinemas Corp.
26,995,243 Term Loan, 6.02%, Maturing November 10, 2010 27,310,197
Riddell Bell Holdings, Inc.
990,000 Term Loan, 6.16%, Maturing September 30, 2011 1,006,293
Six Flags Theme Parks, Inc.
8,575,000 Revolving Loan, 6.55%, Maturing June 30, 2008(2) 8,480,315
11,882,420 Term Loan, 6.67%, Maturing June 30, 2009 12,030,950
Universal City Development Partners, Ltd.
6,709,300 Term Loan, 6.24%, Maturing June 9, 2011 6,807,142
WMG Acquisition Corp.
2,850,000 Revolving Loan, 0.00%, Maturing February 28, 2010(2) 2,776,080
20,623,425 Term Loan, 6.41%, Maturing February 28, 2011 20,864,637
Yankees Holdings & YankeeNets, LLC
1,290,143 Term Loan, 6.59%, Maturing June 25, 2007 1,296,594
- -------------------------------------------------------------------------------------------------
$ 175,662,019
- -------------------------------------------------------------------------------------------------
Lodging and Casinos -- 4.5%
- -------------------------------------------------------------------------------------------------
Alliance Gaming Corp.
$ 11,663,118 Term Loan, 8.77%, Maturing September 5, 2009 $ 11,683,167
Ameristar Casinos, Inc.
3,625,000 Term Loan, 5.87%, Maturing November 10, 2012 3,653,699
Boyd Gaming Corp.
16,994,763 Term Loan, 5.61%, Maturing June 30, 2011 17,201,895
CCM Merger, Inc.
3,406,463 Term Loan, 6.05%, Maturing July 13, 2012 3,434,566
Choctaw Resort Development Enterprise
1,712,557 Term Loan, 5.92%, Maturing January 4, 2011 1,732,893
CNL Resort Hotel, L.P.
5,050,000 Term Loan, 7.00%, Maturing August 18, 2006 5,062,625
Columbia Entertainment
2,035,714 Term Loan, 6.66%, Maturing October 24, 2011 2,054,799
Globalcash Access, LLC
3,043,288 Term Loan, 6.47%, Maturing March 10, 2010 3,088,938
Green Valley Ranch Gaming, LLC
985,056 Term Loan, 6.02%, Maturing December 17, 2011 997,369
Herbst Gaming, Inc.
1,358,175 Term Loan, 6.20%, Maturing January 31, 2011 1,376,001
Isle of Capri Casinos, Inc.
8,684,375 Term Loan, 5.94%, Maturing February 4, 2012 8,778,818
Marina District Finance Co., Inc.
10,009,363 Term Loan, 5.91%, Maturing October 20, 2011 10,103,200
MGM Mirage
2,464,286 Term Loan, 5.13%, Maturing April 25, 2010 2,468,906
9,035,714 Revolving Loan, 5.70%, Maturing April 25, 2010(2) 8,809,821
Penn National Gaming, Inc.
23,533,333 Term Loan, 6.04%, Maturing October 3, 2012 23,866,118
Pinnacle Entertainment, Inc.
2,640,000 Term Loan, 7.22%, Maturing August 27, 2010 2,658,150
875,300 Term Loan, 7.22%, Maturing August 27, 2010 882,412
Resorts International Holdings, LLC
3,912,426 Term Loan, 6.53%, Maturing April 26, 2012 3,938,835
Trump Entertainment Resorts Holdings, L.P.
2,562,500 Term Loan, 0.00%, Maturing May 20, 2012(2) 2,588,125
2,556,094 Term Loan, 6.14%, Maturing May 20, 2012 2,581,655
Venetian Casino Resort, LLC
13,053,847 Term Loan, 5.77%, Maturing June 15, 2011 13,176,226
2,691,514 Term Loan, 5.77%, Maturing June 15, 2011 2,716,747
Wynn Las Vegas, LLC
4,955,000 Term Loan, 6.36%, Maturing December 14, 2011 5,015,907
- -------------------------------------------------------------------------------------------------
$ 137,870,872
- -------------------------------------------------------------------------------------------------
Nonferrous Metals/Minerals -- 2.3%
- -------------------------------------------------------------------------------------------------
Alpha Natural Resources, LLC
$ 1,525,000 Term Loan, 6.32%, Maturing October 26, 2012 $ 1,537,708
Carmeuse Lime, Inc.
2,188,875 Term Loan, 6.00%, Maturing May 2, 2011 2,205,292
Compass Minerals Group, Inc.
63,883 Term Loan, 6.47%, Maturing November 28, 2009 64,176
Foundation Coal Corp.
8,500,000 Revolving Loan, 0.00%, Maturing July 30, 2009(2) 8,473,438
5,156,596 Term Loan, 5.85%, Maturing July 30, 2011 5,248,626
ICG, LLC
3,044,253 Term Loan, 6.88%, Maturing November 5, 2010 3,056,938
International Mill Service, Inc.
8,550,388 Term Loan, 6.97%, Maturing December 31, 2010 8,635,891
Murray Energy Corp.
1,568,150 Term Loan, 7.22%, Maturing January 28, 2010 1,576,971
Novelis, Inc.
3,927,177 Term Loan, 6.01%, Maturing January 9, 2012 3,971,971
6,820,688 Term Loan, 6.01%, Maturing January 9, 2012 6,898,485
Severstal North America, Inc.
13,000,000 Revolving Loan, 0.00%, Maturing April 7, 2007(2) 12,967,500
Stillwater Mining Co.
1,320,000 Revolving Loan, 4.08%, Maturing June 30, 2007(2) 1,306,800
10,188,712 Term Loan, 7.50%, Maturing June 30, 2007 10,303,335
Trout Coal Holdings, LLC
5,325,744 Term Loan, 7.32%, Maturing March 23, 2011 5,305,772
- -------------------------------------------------------------------------------------------------
$ 71,552,903
- -------------------------------------------------------------------------------------------------
Oil and Gas -- 4.1%
- -------------------------------------------------------------------------------------------------
Citgo Petroleum Corp.
$ 6,575,000 Term Loan, 5.68%, Maturing November 15, 2012 $ 6,575,000
Coffeyville Resources, LLC
800,000 Term Loan, 3.87%, Maturing June 24, 2011 812,625
1,197,000 Term Loan, 6.57%, Maturing July 8, 2012 1,215,890
Columbia Natural Resources, LLC
24,000,000 Revolving Loan, 0.00%, Maturing January 19, 2010(2) 23,970,000
Dresser, Inc.
3,363,837 Term Loan, 6.72%, Maturing April 10, 2009 3,396,426
Dynegy Holdings, Inc.
5,000,000 Revolving Loan, 0.00%, Maturing May 28, 2009(2) 4,978,125
El Paso Corp.
7,168,875 Term Loan, 5.27%, Maturing November 23, 2009 7,206,211
11,756,955 Term Loan, 6.81%, Maturing November 23, 2009 11,834,516
Epco Holdings, Inc.
2,333,334 Revolving Loan, 6.16%, Maturing August 18, 2008(2) 2,292,501
4,666,666 Term Loan, 6.40%, Maturing August 18, 2008 4,711,387
3,905,000 Term Loan, 6.46%, Maturing August 18, 2010 3,964,184
Key Energy Services, Inc.
4,165,000 Term Loan, 7.18%, Maturing June 30, 2012 4,229,212
LB Pacific, L.P.
3,646,675 Term Loan, 6.95%, Maturing March 3, 2012 3,703,654
Lyondell-Citgo Refining, L.P.
5,628,750 Term Loan, 6.19%, Maturing May 21, 2007 5,713,181
Sprague Energy Corp.
1,977,273 Term Loan, 0.00%, Maturing October 5, 2010(2) 1,972,330
11,204,545 Revolving Loan, 5.79%, Maturing October 5, 2010(2) 11,176,534
1,318,182 Term Loan, 7.13%, Maturing October 5, 2010(2) 1,314,886
Targa Resources, Inc.
5,700,000 Term Loan, 6.83%, Maturing October 31, 2007 5,721,375
1,225,740 Term Loan, 4.08%, Maturing October 31, 2012 1,233,860
7,647,258 Term Loan, 6.63%, Maturing October 31, 2012 7,697,921
Universal Compression, Inc.
3,482,500 Term Loan, 5.59%, Maturing February 15, 2012 3,523,855
Williams Production RMT Co.
9,353,167 Term Loan, 6.37%, Maturing May 30, 2008 9,452,544
- -------------------------------------------------------------------------------------------------
$ 126,696,217
- -------------------------------------------------------------------------------------------------
Publishing -- 5.6%
- -------------------------------------------------------------------------------------------------
American Media Operations, Inc.
$ 76,877 Term Loan, 7.06%, Maturing April 1, 2006 $ 77,261
16,547,425 Term Loan, 6.81%, Maturing April 1, 2008 16,702,557
CBD Media, LLC
2,918,235 Term Loan, 6.62%, Maturing December 31, 2009 2,962,009
Dex Media East, LLC
5,119,853 Term Loan, 5.92%, Maturing May 8, 2009 5,150,254
Dex Media West, LLC
14,698,447 Term Loan, 5.96%, Maturing March 9, 2010 14,787,564
Freedom Communications
3,653,924 Term Loan, 5.38%, Maturing May 1, 2013 3,683,155
Hanley-Wood, LLC
482,119 Term Loan, 0.00%, Maturing August 1, 2012(2) 484,128
4,067,881 Term Loan, 6.27%, Maturing August 1, 2012 4,084,832
Herald Media, Inc.
1,374,711 Term Loan, 6.78%, Maturing July 22, 2011 1,383,303
Journal Register Co.
13,468,114 Term Loan, 5.69%, Maturing August 12, 2012 13,550,189
Liberty Group Operating, Inc.
4,878,423 Term Loan, 6.38%, Maturing February 28, 2012 4,923,397
Medianews Group, Inc.
2,795,951 Term Loan, 5.47%, Maturing December 30, 2010 2,804,107
Merrill Communications, LLC
6,228,069 Term Loan, 6.72%, Maturing July 30, 2009 6,305,920
Morris Publishing Group, LLC
3,850,000 Term Loan, 5.63%, Maturing September 30, 2010 3,892,111
6,550,500 Term Loan, 5.88%, Maturing March 31, 2011 6,583,253
Nebraska Book Co., Inc.
4,087,750 Term Loan, 6.70%, Maturing March 4, 2011 4,126,073
Newspaper Holdings, Inc.
7,650,000 Term Loan, 5.63%, Maturing August 24, 2012 7,702,594
R.H. Donnelley Corp.
632,997 Term Loan, 5.81%, Maturing December 31, 2009 635,766
21,460,242 Term Loan, 5.70%, Maturing June 30, 2011 21,581,986
Seat Pagine Gialle Spa
6,883,333 Term Loan, 4.49%, Maturing May 25, 2012 EUR 8,196,930
Source Media, Inc.
2,502,159 Term Loan, 6.27%, Maturing November 8, 2011 2,538,127
SP Newsprint Co.
4,511,111 Term Loan, 4.19%, Maturing January 9, 2010 4,578,778
1,837,500 Term Loan, 6.46%, Maturing January 9, 2010 1,865,062
Springer Science & Business Media
972,973 Term Loan, 7.12%, Maturing September 15, 2011 981,335
1,054,054 Term Loan, 7.62%, Maturing May 5, 2012 1,070,195
972,973 Term Loan, 7.62%, Maturing May 5, 2012 984,983
Sun Media Corp.
5,224,670 Term Loan, 6.24%, Maturing February 7, 2009 5,273,651
World Directories ACQI Corp.
2,000,000 Term Loan, 5.20%, Maturing November 29, 2012 EUR 2,373,846
Xerox Corp.
8,250,000 Term Loan, 5.97%, Maturing September 30, 2008 8,332,500
Xsys US, Inc.
3,795,776 Term Loan, 6.77%, Maturing December 31, 2012 3,824,244
3,877,093 Term Loan, 7.27%, Maturing December 31, 2013 3,925,556
YBR Acquisition BV
2,500,000 Term Loan, 4.68%, Maturing July 29, 2013 EUR 2,983,917
2,500,000 Term Loan, 5.18%, Maturing July 29, 2014 EUR 2,997,112
- -------------------------------------------------------------------------------------------------
$ 171,346,695
- -------------------------------------------------------------------------------------------------
Radio and Television -- 4.8%
- -------------------------------------------------------------------------------------------------
Adams Outdoor Advertising, L.P.
$ 4,079,952 Term Loan, 6.20%, Maturing November 18, 2012 $ 4,140,302
ALM Media Holdings, Inc.
4,223,775 Term Loan, 6.52%, Maturing March 5, 2010 4,227,293
Block Communications, Inc.
5,267,213 Term Loan, 6.27%, Maturing November 30, 2009 5,316,593
DirecTV Holdings, LLC
12,783,333 Term Loan, 5.51%, Maturing April 13, 2013 12,916,497
Emmis Operating Co.
19,131,750 Term Loan, 5.89%, Maturing November 10, 2011 19,264,486
Entravision Communications Corp.
4,525,000 Term Loan, 5.55%, Maturing March 29, 2013 4,562,897
Gray Television, Inc.
2,865,544 Term Loan, 5.71%, Maturing November 22, 2015 2,876,290
NEP Supershooters, L.P.
1,741,838 Term Loan, 8.02%, Maturing February 3, 2011 1,758,167
2,920,500 Term Loan, 8.13%, Maturing February 3, 2011 2,957,006
Nexstar Broadcasting, Inc.
6,657,463 Term Loan, 5.77%, Maturing October 1, 2012 6,704,618
6,776,966 Term Loan, 5.77%, Maturing October 1, 2012 6,824,967
NextMedia Operating, Inc.
430,769 Term Loan, 0.00%, Maturing November 14, 2012(2) 434,359
969,231 Term Loan, 6.12%, Maturing November 14, 2012 977,307
PanAmSat Corp.
16,462,103 Term Loan, 5.86%, Maturing August 22, 2011 16,677,427
Patriot Media and Communications CNJ, Inc.
500,000 Term Loan, 6.69%, Maturing March 31, 2013 507,657
Rainbow National Services, LLC
5,000,000 Revolving Loan, 0.00%, Maturing March 31, 2010(2) 4,987,500
8,989,583 Term Loan, 7.19%, Maturing March 31, 2012 9,081,726
Raycom TV Broadcasting, Inc.
7,525,000 Term Loan, 6.06%, Maturing April 6, 2012 7,553,219
Spanish Broadcasting System
6,318,250 Term Loan, 6.03%, Maturing June 10, 2012 6,415,658
Susquehanna Media Co.
16,989,625 Term Loan, 6.14%, Maturing March 31, 2012 17,026,798
TDF SA
2,500,000 Term Loan, 4.42%, Maturing March 11, 2013 EUR 2,985,455
2,500,000 Term Loan, 5.17%, Maturing March 11, 2014 EUR 2,995,712
Telewest Global Finance, LLC
985,000 Term Loan, 5.90%, Maturing December 22, 2012 985,398
760,000 Term Loan, 6.90%, Maturing December 22, 2013 763,008
Young Broadcasting, Inc.
3,625,913 Term Loan, 6.42%, Maturing November 3, 2012 3,655,373
- -------------------------------------------------------------------------------------------------
$ 146,595,713
- -------------------------------------------------------------------------------------------------
Rail Industries -- 0.6%
- -------------------------------------------------------------------------------------------------
Kansas City Southern Industries, Inc.
$ 7,297,977 Term Loan, 5.76%, Maturing March 30, 2008 $ 7,347,391
Railamerica, Inc.
8,967,313 Term Loan, 6.69%, Maturing September 29, 2011 9,111,167
1,060,034 Term Loan, 6.69%, Maturing September 29, 2011 1,077,039
- -------------------------------------------------------------------------------------------------
$ 17,535,597
- -------------------------------------------------------------------------------------------------
Retailers (Except Food and Drug) -- 3.3%
- -------------------------------------------------------------------------------------------------
Advance Stores Company, Inc.
$ 5,586,556 Term Loan, 5.60%, Maturing September 30, 2010 $ 5,654,645
3,312,545 Term Loan, 5.66%, Maturing September 30, 2010 3,352,918
Alimentation Couche-Tard, Inc.
2,496,352 Term Loan, 5.88%, Maturing December 17, 2010 2,527,556
American Achievement Corp.
1,942,290 Term Loan, 6.53%, Maturing March 25, 2011 1,971,424
Amscan Holdings, Inc.
3,447,588 Term Loan, 6.77%, Maturing April 30, 2012 3,469,135
Coinmach Laundry Corp.
7,354,996 Term Loan, 7.15%, Maturing December 15, 2012 7,460,724
FTD, Inc.
3,761,538 Term Loan, 6.47%, Maturing February 28, 2011 3,815,610
Harbor Freight Tools USA, Inc.
6,825,613 Term Loan, 6.62%, Maturing July 15, 2010 6,899,842
Home Interiors & Gifts, Inc.
2,910,587 Term Loan, 9.22%, Maturing March 31, 2011 2,681,378
Josten's Corp.
10,165,000 Term Loan, 5.94%, Maturing October 4, 2010 10,319,061
Mapco Express, Inc.
2,159,588 Term Loan, 6.72%, Maturing April 28, 2011 2,188,608
Movie Gallery, Inc.
3,775,538 Term Loan, 7.83%, Maturing April 27, 2011 3,621,144
Musicland Group, Inc.
7,000,000 Revolving Loan, 5.82%, Maturing August 11, 2008(2) 7,017,500
Neiman Marcus Group, Inc.
3,275,000 Term Loan, 6.48%, Maturing April 6, 2013 3,293,609
Oriental Trading Co., Inc.
7,523,510 Term Loan, 6.31%, Maturing August 4, 2010 7,570,532
Rent-A-Center, Inc.
7,211,474 Term Loan, 5.46%, Maturing June 30, 2010 7,296,209
Savers, Inc.
2,883,008 Term Loan, 7.40%, Maturing August 4, 2009 2,908,235
School Specialty, Inc.
8,200,000 Term Loan, 6.32%, Maturing September 29, 2012 8,210,250
Stewert Enterprises, Inc.
1,093,778 Term Loan, 5.64%, Maturing November 19, 2011 1,108,134
Travelcenters of America, Inc.
10,870,000 Term Loan, 5.71%, Maturing December 1, 2011 11,001,799
- -------------------------------------------------------------------------------------------------
$ 102,368,313
- -------------------------------------------------------------------------------------------------
Surface Transport -- 0.4%
- -------------------------------------------------------------------------------------------------
Horizon Lines, LLC
$ 1,412,125 Term Loan, 6.27%, Maturing July 7, 2011 $ 1,431,248
Sirva Worldwide, Inc.
8,811,765 Term Loan, 8.09%, Maturing December 1, 2010 8,444,605
Transport Industries, L.P.
160,714 Term Loan, 0.00%, Maturing September 30, 2011(2) 161,719
839,286 Term Loan, 6.56%, Maturing September 30, 2011 844,531
- -------------------------------------------------------------------------------------------------
$ 10,882,103
- -------------------------------------------------------------------------------------------------
Telecommunications -- 3.5%
- -------------------------------------------------------------------------------------------------
AAT Communications Corp.
$ 1,400,000 Term Loan, 6.16%, Maturing July 29, 2012 $ 1,418,813
Alaska Communications Systems Holdings, Inc.
6,600,000 Term Loan, 6.02%, Maturing February 11, 2012 6,687,450
Cellular South, Inc.
1,975,000 Term Loan, 5.97%, Maturing May 4, 2011 1,998,453
Centennial Cellular Operating Co., LLC
10,905,750 Term Loan, 6.40%, Maturing February 9, 2011 10,966,244
Cincinnati Bell, Inc.
2,225,000 Term Loan, 5.48%, Maturing August 31, 2012 2,240,297
Consolidated Communications, Inc.
9,887,497 Term Loan, 5.92%, Maturing October 14, 2010 9,986,372
D&E Communications, Inc.
3,315,404 Term Loan, 6.27%, Maturing December 31, 2011 3,340,269
Fairpoint Communications, Inc.
8,075,000 Term Loan, 5.81%, Maturing February 8, 2012 8,112,347
Hawaiian Telcom Communications, Inc.
2,670,000 Term Loan, 6.28%, Maturing October 31, 2012 2,700,371
Intelsat, Ltd.
2,989,975 Term Loan, 5.81%, Maturing July 28, 2011 3,018,942
Iowa Telecommunications Services
3,234,000 Term Loan, 5.71%, Maturing November 23, 2011 3,269,373
IPC Acquisition Corp.
1,630,000 Term Loan, 6.85%, Maturing August 5, 2011 1,642,225
Madison River Capital, LLC
1,855,000 Term Loan, 6.59%, Maturing July 29, 2012 1,881,955
Nextel Partners Operation Corp.
12,530,000 Term Loan, 5.37%, Maturing May 31, 2012 12,604,403
NTelos, Inc.
5,389,275 Term Loan, 6.53%, Maturing February 18, 2011 5,438,452
Qwest Corp.
8,900,000 Term Loan, 9.02%, Maturing June 30, 2007 9,141,039
Stratos Global Corp.
2,542,000 Term Loan, 6.27%, Maturing December 3, 2010 2,542,000
Syniverse Holdings, Inc.
2,131,588 Term Loan, 5.78%, Maturing February 15, 2012 2,156,901
Triton PCS, Inc.
5,528,225 Term Loan, 7.47%, Maturing November 18, 2009 5,563,639
Valor Telecom Enterprise, LLC
8,598,500 Term Loan, 5.81%, Maturing February 14, 2012 8,701,949
Westcom Corp.
3,021,406 Term Loan, 6.99%, Maturing December 17, 2010 3,038,402
Winstar Communications, Inc.
3,852,804 DIP Loan, 0.00%, Maturing December 31, 2005(3)(4) 1,430,931
- -------------------------------------------------------------------------------------------------
$ 107,880,827
- -------------------------------------------------------------------------------------------------
Utilities -- 2.3%
- -------------------------------------------------------------------------------------------------
Allegheny Energy Supply Co., LLC
$ 9,035,701 Term Loan, 5.79%, Maturing March 8, 2011 $ 9,144,129
Cellnet Technology, Inc.
2,084,775 Term Loan, 7.17%, Maturing April 26, 2012 2,092,593
Cogentrix Delaware Holdings, Inc.
5,145,739 Term Loan, 5.78%, Maturing April 14, 2012 5,208,455
Covanta Energy Corp.
3,676,423 Term Loan, 3.86%, Maturing June 24, 2012 3,729,271
2,966,143 Term Loan, 6.96%, Maturing June 24, 2012 3,008,782
Energy Transfer Company, L.P.
5,630,000 Term Loan, 6.81%, Maturing June 16, 2012 5,659,912
KGen, LLC
3,218,825 Term Loan, 6.65%, Maturing August 5, 2011 3,214,801
La Paloma Generating Co., LLC
1,080,000 Term Loan, 5.77%, Maturing August 16, 2012 1,089,450
86,015 Term Loan, 5.77%, Maturing August 16, 2012 86,767
177,049 Term Loan, 5.91%, Maturing August 16, 2012 178,598
NRG Energy, Inc.
4,644,228 Term Loan, 3.92%, Maturing December 24, 2011 4,674,220
5,873,084 Term Loan, 5.90%, Maturing December 24, 2011 5,911,012
Pike Electric, Inc.
3,859,077 Term Loan, 6.38%, Maturing July 1, 2012 3,907,316
2,360,959 Term Loan, 6.44%, Maturing December 10, 2012 2,390,471
Plains Resources, Inc.
4,274,377 Term Loan, 6.40%, Maturing August 12, 2011 4,319,792
Reliant Energy, Inc.
3,274,528 Term Loan, 6.12%, Maturing April 30, 2010 3,279,647
Texas Genco, LLC
3,895,483 Term Loan, 5.89%, Maturing December 14, 2011 3,906,133
9,407,572 Term Loan, 5.90%, Maturing December 14, 2011 9,433,292
- -------------------------------------------------------------------------------------------------
$ 71,234,641
- -------------------------------------------------------------------------------------------------
Total Senior Floating Rate Interests
(identified cost $3,000,646,858) $ 3,013,802,586
- -------------------------------------------------------------------------------------------------
Corporate Bonds & Notes -- 1.1%
Principal
Amount
(000's omitted) Security Value
- -------------------------------------------------------------------------------------------------
Automotive -- 0.1%
- -------------------------------------------------------------------------------------------------
Key Plastics, LLC, Jr. Sub. Notes
$ 1,061 4.00%, 4/26/07(3) $ 1,069,938
Key Plastics, LLC, Sr. Sub. Notes
1,691 7.00%, 4/26/07(3) 1,692,827
- -------------------------------------------------------------------------------------------------
$ 2,762,765
- -------------------------------------------------------------------------------------------------
Building and Development -- 0.2%
- -------------------------------------------------------------------------------------------------
Assemblies of God Financial Real Estate, Series 2004-1A,
Class A, Variable Rate
$ 7,111 6.49%, 6/15/29(5) $ 7,111,358
- -------------------------------------------------------------------------------------------------
$ 7,111,358
- -------------------------------------------------------------------------------------------------
Financial Intermediaries -- 0.0%
- -------------------------------------------------------------------------------------------------
Carlyle High Yield Partners, Series 2004-6A, Class C,
Variable Rate
$ 1,000 6.782%, 8/11/16(5) $ 1,000,000
- -------------------------------------------------------------------------------------------------
$ 1,000,000
- -------------------------------------------------------------------------------------------------
Radio and Television -- 0.4%
- -------------------------------------------------------------------------------------------------
Paxson Communications Corp., Variable Rate
$ 10,450 6.90%, 1/15/10(5) $ 10,528,375
- -------------------------------------------------------------------------------------------------
$ 10,528,375
- -------------------------------------------------------------------------------------------------
Telecommunications -- 0.4%
- -------------------------------------------------------------------------------------------------
Qwest Corp., Sr. Notes, Variable Rate
$ 3,150 7.12%, 6/15/13(5) $ 3,409,875
Rogers Wireless, Inc., Variable Rate
4,150 6.995%, 12/15/10(4) 4,305,625
Rural Cellular Corp., Variable Rate
4,500 8.37%, 3/15/10(4) 4,646,250
- -------------------------------------------------------------------------------------------------
$ 12,361,750
- -------------------------------------------------------------------------------------------------
Total Corporate Bonds & Notes
(identified cost $33,206,212) $ 33,764,248
- -------------------------------------------------------------------------------------------------
Common Stocks -- 0.5%
Shares Security Value
- -------------------------------------------------------------------------------------------------
31,622 Citation Corp.(6)(7) $ 574,467
33,278 Environmental Systems Products Holdings, Inc.(3)(6)(7) 1,068,889
133,410 Hayes Lemmerz International(3)(7) 405,566
1 Key Plastics, LLC, Class A(3)(6) 1,159
52 Knowledge Universe, Inc.(3)(6)(7) 86,531
441,740 Maxim Crane Works, L.P.(7) 13,914,823
12,592 RoTech Medical Corp.(3)(6)(7) 28,836
297,015 Safelite Glass Corp.(3)(6)(7) 579,179
20,048 Safelite Realty Corp.(3)(6) 150,160
- -------------------------------------------------------------------------------------------------
Total Common Stocks
(identified cost $9,414,847) $ 16,809,610
- -------------------------------------------------------------------------------------------------
Preferred Stocks -- 0.1%
Shares Security Value
- -------------------------------------------------------------------------------------------------
2,496 Citation Corp. (PIK)(6)(7) $ 2,279,680
445 Hayes Lemmerz International(3)(6)(7) 5,844
217 Key Plastics, LLC, Series A(3)(6)(7) 209,622
- -------------------------------------------------------------------------------------------------
Total Preferred Stocks
(identified cost $2,236,050) $ 2,495,146
- -------------------------------------------------------------------------------------------------
Warrants -- 0.0%
Security Value
Shares/Rights
- -------------------------------------------------------------------------------------------------
130 Gentek, Inc., Class B(6)(7) $ 806
63 Gentek, Inc., Class C(6)(7) 398
- -------------------------------------------------------------------------------------------------
Total Warrants
(identified cost $0) $ 1,204
- -------------------------------------------------------------------------------------------------
Commercial Paper -- 3.6%
Principal Maturity
Amount Date Borrower Rate Amount
- -------------------------------------------------------------------------------------------------
$ 25,000,000 12/14/05 Abbey National, LLC 4.07% $ 24,963,257
25,000,000 12/07/05 Barclays U.S. Funding, LLC 4.01% 24,983,292
60,215,000 12/01/05 General Electric Co. 4.03% 60,215,000
- -------------------------------------------------------------------------------------------------
Total Commercial Paper
(at amortized cost $110,161,549) $ 110,161,549
- -------------------------------------------------------------------------------------------------
Short-Term Investments -- 0.1%
Principal Maturity
Amount Date Borrower Rate Amount
- -------------------------------------------------------------------------------------------------
$ 2,000,000 12/01/05 Investors Bank and Trust
Company Time Deposit 4.04% $ 2,000,000
- -------------------------------------------------------------------------------------------------
Total Short-Term Investments
(at amortized cost $2,000,000) $ 2,000,000
- -------------------------------------------------------------------------------------------------
Total Investments -- 104.1%
(identified cost, $3,157,665,516) $ 3,179,034,343
- -------------------------------------------------------------------------------------------------
Less Unfunded Loan
Commitments -- (5.2)% $ (159,484,227)
- -------------------------------------------------------------------------------------------------
Net Investments -- 98.9%
(identified cost, $2,998,181,289) $ 3,019,550,116
- -------------------------------------------------------------------------------------------------
Other Assets, Less Liabilities -- 1.1% $ 34,840,035
- -------------------------------------------------------------------------------------------------
Net Assets -- 100.0% $ 3,054,390,151
- -------------------------------------------------------------------------------------------------
EUR = Euro
GBP = British Pound
PIK = Payment In Kind
(1) Senior floating-rate interests often require prepayments from excess cash flows or permit
the borrower to repay at its election. The degree to which borrowers repay, whether as a
contractual requirement or at their election, cannot be predicted with accuracy. As a
result, the actual remaining maturity may be substantially less than the stated maturities
shown. However, it is anticipated that the senior floating-rate interests will have an
expected average life of approximately two to three years. The stated interest rate
represents the weighted average interest rate of all contracts within the senior loan
facility. Senior Loans typically have rates of interest which are redetermined either daily,
monthly, quarterly or semi-annually by reference to a base lending rate, plus a premium.
These base lending rates are primarily the London-Interbank Offered Rate ("LIBOR"), and
secondarily the prime rate offered by one or more major United States banks (the "Prime
Rate") and the certificate of deposit ("CD") rate or other base lending rates used by
commercial lenders.
(2) Unfunded loan commitments. See Note 1E for description.
(3) Security valued at fair value using methods determined in good faith by or at the direction
of the Trustees.
(4) Defaulted security. Currently the issuer is in default with respect to interest payments.
(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 November 30, 2005, the aggregate value of the securities is
22,049,608 or 0.7% of the Portfolio's net assets.
(6) Restricted security
(7) Non-income producing security.
See notes to financial statements
Senior Debt Portfolio as of November 30, 2005
FINANCIAL STATEMENTS
Statement of Assets and Liabilities
(Expressed in United States Dollars)
As of November 30, 2005
Assets
- -------------------------------------------------------------------------------
Investments, at value
(identified cost, $2,998,181,289) $ 3,019,550,116
Cash 1,332,735
Receivable for investments sold 245,867
Receivable for open swap contracts 37,492
Interest receivable 20,430,945
Cash collateral segregated for open swaps 13,600,000
Receivable for open forward foreign currency contracts 226,167
Prepaid expenses 390,290
- -------------------------------------------------------------------------------
Total assets $ 3,055,813,612
- -------------------------------------------------------------------------------
Liabilities
- -------------------------------------------------------------------------------
Payable to affiliate for investment advisory fees $ 1,144,423
Payable to affiliate for Trustees' fees 5,575
Accrued expenses 273,463
- -------------------------------------------------------------------------------
Total liabilities $ 1,423,461
- -------------------------------------------------------------------------------
Net assets applicable to investors' interest in Portfolio $ 3,054,390,151
- -------------------------------------------------------------------------------
Sources of Net Assets
- -------------------------------------------------------------------------------
Net proceeds from capital contributions and withdrawals $ 3,032,836,534
Net unrealized appreciation (computed on the basis of
identified cost) 21,553,617
- -------------------------------------------------------------------------------
Total $ 3,054,390,151
- -------------------------------------------------------------------------------
See notes to financial statements
Senior Debt Portfolio as of November 30, 2005
FINANCIAL STATEMENTS
Statement of Operations
(Expressed in United States Dollars)
For the year ended
November 30, 2005
Investment Income
- -------------------------------------------------------------------------------
Interest $ 179,481,164
Dividends 45,108
- -------------------------------------------------------------------------------
Total investment income $ 179,526,272
- -------------------------------------------------------------------------------
Expenses
- -------------------------------------------------------------------------------
Investment adviser fee $ 14,552,021
Trustees' fees and expenses 30,353
Custodian fee 976,846
Legal and accounting services 632,802
Interest expense 131,695
Miscellaneous 239,920
- -------------------------------------------------------------------------------
Total expenses $ 16,563,637
- -------------------------------------------------------------------------------
Deduct --
Reduction of custodian fee $ 29,105
- -------------------------------------------------------------------------------
Total expense reductions $ 29,105
- -------------------------------------------------------------------------------
Net expenses $ 16,534,532
- -------------------------------------------------------------------------------
Net investment income $ 162,991,740
- -------------------------------------------------------------------------------
Realized and Unrealized Gain (Loss)
- -------------------------------------------------------------------------------
Net realized gain (loss) --
Investment transactions (identified cost basis) $ (1,756,872)
Swap contracts 236,874
Foreign currency and forward foreign currency exchange
contract transactions 3,120,759
- -------------------------------------------------------------------------------
Net realized gain $ 1,600,761
- -------------------------------------------------------------------------------
Change in unrealized appreciation (depreciation) --
Investments (identified cost basis) $ 152,445
Swap contracts (152,757)
Foreign currency and forward foreign currency exchange
contracts 211,652
- -------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) $ 211,340
- -------------------------------------------------------------------------------
Net realized and unrealized gain $ 1,812,101
- -------------------------------------------------------------------------------
Net increase in net assets from operations $ 164,803,841
- -------------------------------------------------------------------------------
See notes to financial statements
Senior Debt Portfolio as of November 30, 2005
FINANCIAL STATEMENTS (CONT'D)
Statements of Changes in Net Assets
(Expressed in United States Dollars)
Year Ended Year Ended
Increase (Decrease) in Net Assets November 30, 2005 November 30, 2004
- ----------------------------------------------------------------------------------------------
From operations --
Net investment income $ 162,991,740 $ 128,124,695
Net realized gain from investment
transactions, swap contracts and foreign
currency and forward foreign currency
exchange contract transactions 1,600,761 13,249,971
Net change in unrealized appreciation
(depreciation) from investments, swap
contracts and foreign currency and forward
foreign currency exchange contracts 211,340 58,717,405
- ----------------------------------------------------------------------------------------------
Net increase in net assets from operations $ 164,803,841 $ 200,092,071
- ----------------------------------------------------------------------------------------------
Capital transactions --
Contributions $ 409,703,712 $ 559,604,148
Withdrawals (860,269,748) (803,848,681)
- ----------------------------------------------------------------------------------------------
Net decrease in net assets from capital
transactions $ (450,566,036) $ (244,244,533)
- ----------------------------------------------------------------------------------------------
Net decrease in net assets $ (285,762,195) $ (44,152,462)
- ----------------------------------------------------------------------------------------------
Net Assets
--------------------------------------------------------------------------------
At beginning of year $3,340,152,346 $3,384,304,808
- ----------------------------------------------------------------------------------------------
At end of year $3,054,390,151 $3,340,152,346
- ----------------------------------------------------------------------------------------------
See notes to financial statements
Senior Debt Portfolio as of November 30, 2005
FINANCIAL STATEMENTS (CONT'D)
Supplementary Data
(Expressed in United States Dollars)
Year Ended Period Ended Year Ended
November 30, November 30, December 31,
---------------------------------- -------------- -------------------
2005 2004 2003 2002(1) 2001 2000
- -----------------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
- -----------------------------------------------------------------------------------------------------------------------------------
Ratios (As a percentage of average daily net assets):
Expenses 0.50% 0.51% 0.50% 0.47%(2) 0.47% 0.44%
Expenses after custodian fee reduction 0.50% 0.51% 0.50% 0.47%(2) 0.47% 0.44%
Interest expense 0.00%(4) 0.00%(4) 0.01% 0.01%(2) 0.01% 0.01%
Net investment income 5.00% 3.82% 4.14% 4.77%(2) 7.04% 8.62%
Portfolio turnover 65% 87% 47% 42% 33% 47%
- -----------------------------------------------------------------------------------------------------------------------------------
Total Return(3) 5.27% 6.15% 8.19% 0.85% 3.35% --
- -----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000's omitted) $3,054,390 $3,340,152 $3,384,305 $4,084,930 $5,730,074 $8,021,787
- -----------------------------------------------------------------------------------------------------------------------------------
(1) For the eleven-month period ended November 30, 2002.
(2) Annualized.
(3) Total return is required to be disclosed for fiscal years beginning after December 15, 2000.
(4) Rounds to less than 0.01%.
See notes to financial statements
Senior Debt Portfolio as of November 30, 2005
NOTES TO FINANCIAL STATEMENTS
(Expressed in United States Dollars)
1 Significant Accounting Policies
-----------------------------------------------------------------------------
Senior Debt Portfolio (the Portfolio) is registered under the Investment
Company Act of 1940 as a closed-end investment company which was organized
as a trust under the laws of the State of New York on May 1, 1992. The
Declaration of Trust permits the Trustees to issue interests in the
Portfolio. At November 30, 2005, the Eaton Vance Prime Rate Reserves, Eaton
Vance Advisers Senior Floating-Rate Fund, EV Classic Senior Floating-Rate
Fund, Eaton Vance Medallion Senior Floating-Rate Fund, and Eaton Vance
Institutional Senior Floating-Rate Fund (collectively, the Funds) held
approximate 46.9%, 2.8%, 40.2%, 8.1% and 2.0% interests in the Portfolio,
respectively. The following is a summary of significant accounting policies
followed by the Portfolio in the preparation of its financial statements.
The policies are in conformity with accounting principles generally accepted
in the United States of America.
A Investment Valuation -- Certain Senior Loans are deemed to be liquid
because reliable market quotations are readily available for them. Liquid
Senior Loans are valued on the basis of prices furnished by a pricing
service. Other Senior Loans are valued at fair value by the Portfolio's
investment adviser, Boston Management and Research (BMR), under procedures
approved by the Trustees. In connection with determining the fair value of a
Senior Loan, the investment adviser makes an assessment of the likelihood
that the borrower will make a full repayment of the Senior Loan. The primary
factors considered by the investment adviser when making this assessment are
(i) the creditworthiness of the borrower, (ii) the value of the collateral
backing the Senior Loan, and (iii) the priority of the Senior Loan versus
other creditors of the borrower. If, based on its assessment, the investment
adviser believes there is a reasonable likelihood that the borrower will
make a full repayment of the Senior Loan, the investment adviser will
determine the fair value of the Senior Loan using a matrix pricing approach
that considers the yield on the Senior Loan relative to yields on other loan
interests issued by companies of comparable credit quality. If, based on its
assessment, the investment adviser believes there is not a reasonable
likelihood that the borrower will make a full repayment of the Senior Loan,
the investment adviser will determine the fair value of the Senior Loan
using analyses that include, but are not limited to (i) a comparison of the
value of the borrower's outstanding equity and debt to that of comparable
public companies; (ii) a discounted cash flow analysis; or (iii) when the
investment adviser believes it is likely that a borrower will be liquidated
or sold, an analysis of the terms of such liquidation or sale. In certain
cases, the investment adviser will use a combination of analytical methods
to determine fair value, such as when only a portion of a borrower's assets
are likely to be sold. In conducting its assessment and analyses for
purposes of determining fair value of a Senior Loan, the investment adviser
will use its discretion and judgment in considering and appraising such
factors, data and information and the relative weight to be given thereto as
it deems relevant, including without limitation, some or all of the
following: (i) the fundamental characteristics of and fundamental analytical
data relating to the Senior Loan, including the cost, size, current interest
rate, maturity and base lending rate of the Senior Loan, the terms and
conditions of the Senior Loan and any related agreements, and the position
of the Senior Loan in the borrower's debt structure; (ii) the nature,
adequacy and value of the collateral securing the Senior Loan, including the
Portfolio's rights, remedies and interests with respect to the collateral;
(iii) the creditworthiness of the borrower, based on an evaluation of, among
other things, its financial condition, financial statements and information
about the borrower's business, cash flows, capital structure and future
prospects; (iv) information relating to the market for the Senior Loan,
including price quotations for and trading in the Senior Loan and interests
in similar Senior Loans and the market environment and investor attitudes
towards the Senior Loan and interests in similar Senior Loans; (v) the
experience, reputation, stability and financial condition of the agent and
any intermediate participants in the Senior Loan; and (vi) general economic
and market conditions affecting the fair value of the Senior Loan.
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 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.
Marketable securities listed on the NASDAQ National Market System are valued
at the NASDAQ official closing price. The value of interest rate swaps will
be based upon a dealer quotation. Short-term obligations and money market
securities maturing in sixty days or less are valued at amortized cost which
approximates value. Investments for which reliable market quotations are
unavailable, and investments for which the price of the security is not
believed to represent its fair market value, are valued at fair value using
methods determined in good faith by or at the direction of the Trustees of
the Portfolio. Occasionally, events affecting the value of foreign
securities may occur between the time trading is completed abroad and the
close of the Exchange which will not be reflected in the computation of the
Portfolio's net asset value (unless the Portfolio deems that such event
would materially affect its net asset value in which case an adjustment
would be made and reflected in such computation). The Portfolio may rely on
an independent fair valuation service in making any such adjustments to the
value of foreign equity securities.
B Income -- Interest income from Senior Loans is recorded on the accrual
basis at the then-current interest rate, while all other interest income is
determined on the basis of interest accrued, adjusted for amortization of
premium or discount. Dividend income is recorded on the basis of ex-dividend
date for dividends received in cash and for securities.
C Federal Taxes -- The Portfolio is 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. 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. Withholding taxes on foreign
dividends and capital gains have been provided for in accordance with the
Portfolio's understanding of the applicable countries' tax rules and rates.
D Interest Rate Swaps -- The Portfolio may use interest rate swaps for risk
management purposes and not as a speculative investment. Pursuant to these
agreements the Portfolio receives quarterly payments at a rate equal to a
predetermined three-month London Interbank Offering Rate (LIBOR). In
exchange, the Portfolio makes semi-annual payments at a predetermined fixed
rate of interest. During the term of the outstanding swap agreement, changes
in the underlying value of the swap are recorded as unrealized gains and
losses. The value of the swap is determined by changes in the relationship
between two rates of interest. The Portfolio is exposed to credit loss in
the event of non-performance by the swap counterparty. The Portfolio does
not anticipate non-performance by the counterparty. Risk may also arise from
the unanticipated movements in value of interest rates.
E Unfunded Loan Commitments -- The Portfolio may enter into certain credit
agreements all or a portion of which may be unfunded. The Portfolio is
obligated to fund these loan commitments at the borrower's discretion. These
commitments are disclosed in the accompanying Portfolio of Investments.
F Credit Default Swaps -- The Portfolio may enter into credit default swap
contracts for risk management purposes, including diversification. When the
Portfolio is a buyer of a credit default swap contract, the Portfolio is
entitled to receive the par (or other agreed-upon) value of a referenced
debt obligation from the counterparty to the contract in the event of a
default by a third party, such as a U.S. or foreign corporate issuer, on the
debt obligation. In return, the Portfolio would pay the counterparty a
periodic stream of payments over the term of the contract provided that no
event of default has occurred. If no default occurs, the Portfolio would
have spent the stream of payments and received no benefit from the contract.
When the Portfolio is the seller of a credit default swap contract, it
receives the stream of payments, but is obligated to pay upon default of the
referenced debt obligations. As the seller, the Portfolio would effectively
add leverage to its portfolio because, in addition to its total net assets,
the Portfolio would be subject to investment exposure on the notional amount
of the swap. The Portfolio will segregate assets in the form of cash and
cash equivalents in an amount equal to the aggregate market value of the
credit default swap of which it is the seller, marked to market on a daily
basis. These transactions involve certain risks, including the risk that the
seller may be unable to fulfill the transaction.
G Foreign Currency Translation -- Investment valuations, other assets, and
liabilities initially expressed in foreign currencies are converted each
business day into U.S. dollars based upon current exchange rates. Purchases
and sales of foreign investment securities and income and expenses are
converted into U.S. dollars based upon currency exchange rates prevailing on
the respective dates of such transactions. Recognized gains or losses on
investment transactions attributable to changes in foreign currency exchange
rates are recorded for financial statement purposes as net realized gains
and losses on investments. That portion of unrealized gains and losses on
investments that results from fluctuations in foreign currency exchange
rates is not separately disclosed.
H Forward Foreign Currency Exchange Contracts -- The Portfolio may enter
into forward foreign currency exchange contracts for the purchase or sale of
a specific foreign currency at a fixed price on a future date. Risks may
arise upon entering these contracts from the potential inability of
counterparties to meet the terms of their contracts and from movements in
the value of a foreign currency relative to the U.S. dollar. The Portfolio
will enter into forward contracts for hedging purposes as well as non-
hedging purposes. The forward foreign currency exchange contracts are
adjusted by the daily exchange rate of the underlying currency and any gains
or losses are recorded for financial statement purposes as unrealized until
such time as the contracts have been closed.
I Other -- Investment transactions are accounted for on a trade date basis.
J 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 Portfolio enters into agreements with
service providers that may contain indemnification clauses. The Portfolio's
maximum exposure under these arrangements is unknown as this would involve
future claims that may be made against the Portfolio that have not yet
occurred.
K 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 revenue and expense during
the reporting period. Actual results could differ from those estimates.
L Expense Reduction -- Investors Bank & Trust Company (IBT) serves as
custodian to the Fund and the Portfolio. Pursuant to the respective
custodian agreements, IBT receives a fee reduced by credits which are
determined based on the average daily cash balances the Portfolio maintains
with IBT. All credit balances used to reduce the Portfolio's custodian fees
are reported as a reduction of total expenses in the Statement of
Operations.
2 Investment Advisory Fee and Other Transactions with Affiliates
-----------------------------------------------------------------------------
The investment advisory fee is paid to BMR as compensation for investment
advisory services rendered to the Portfolio. The fee is computed at a
monthly rate of 19/240 of 1% (0.95% annually) of the Portfolio's average
daily gross assets. The Trustees of the Portfolio have accepted a
contractual waiver of a portion of BMR's compensation so that the aggregate
advisory fees paid by the Portfolio under the advisory agreement during any
fiscal year or portion thereof will not exceed, on an annual basis, 0.50% of
average daily gross assets of the Portfolio up to and including $1 billion
and at reduced rates as daily gross assets exceed that level. For the year
ended November 30, 2005, the effective annual rate, based on average daily
gross assets, was 0.45% and amounted to $14,552,021. Except as to Trustees
of the Portfolio who are not members of BMR's organization, officers and
Trustees receive remuneration for their services to the Portfolio out of
such investment adviser fee.
Certain officers and Trustees of the Portfolio are officers of BMR. Trustees
of the Portfolio that are not affiliated with the Investment Adviser may
elect to defer receipt of all or a percentage of their annual fees in
accordance with the terms of the Trustees Deferred Compensation Plan. For
the year ended November 30, 2005, no significant amounts have been deferred.
During the year ended November 30, 2005, the Portfolio engaged in purchase
and sale transactions with other funds that also utilize BMR, or an
affiliate of BMR, as investment adviser. These purchase and sale
transactions complied with Rule 17a-7 under the Investment Company Act of
1940 and amounted to $0 and $18,694,537 respectively.
3 Investments
-----------------------------------------------------------------------------
The Portfolio invests primarily in Senior Loans. The ability of the issuers
of the Senior Loans to meet their obligations may be affected by economic
developments in a specific industry. The cost of purchases and the proceeds
from principal repayments and sales of Senior Loans for the year ended
November 30, 2005 aggregated $2,038,704,209, $1,698,197,856 and
$435,495,907, respectively.
4 Short-Term Debt and Credit Agreements
-----------------------------------------------------------------------------
The Portfolio participates with other portfolios managed by BMR in a $500
million unsecured line of credit agreement with a group of banks to permit
the Portfolio to invest in accordance with its investment practices.
Interest is charged under the credit agreement at the bank's base rate or at
an amount above LIBOR. Interest expense includes a commitment fee of
$131,695 for the year ended November 30, 2005, which is computed at the
annual rate of 0.09% of the credit agreement. There were no significant
borrowings under this agreement during the year ended November 30, 2005. As
of November 30, 2005, the Portfolio had no borrowings outstanding.
5 Financial Instruments
-----------------------------------------------------------------------------
The Portfolio may trade in financial instruments with off-balance sheet risk
in the normal course of its investing activities and to assist in managing
exposure to various market risks. These financial instruments include
written options, financial futures contracts, forward foreign currency
exchange contracts, interest rate swaps and credit default swaps and may
involve, to a varying degree, elements of risk in excess of the amounts
recognized for financial statement purposes. The notional or contractual
amounts of these instruments represent the investment the Portfolio has in
particular classes of financial instruments and does not necessarily
represent the amounts potentially subject to risk. The measurement of the
risks associated with these instruments is meaningful only when all related
and offsetting transactions are considered. A summary of obligations under
these financial instruments at November 30, 2005 is as follows:
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
Sales
----------------------------------------------------------------------------
Net
Unrealized
Settlement Appreciation
Date Deliver In Exchange For (Depreciation)
----------------------------------------------------------------------------
12/30/05 British Pound United States Dollar
8,583,599 14,809,400 $(40,881)
12/30/05 Euro United States Dollar
71,659,294 84,873,933 267,048
----------------------------------------------------------------------------
$226,167
----------------------------------------------------------------------------
The Portfolio had the following swap agreements outstanding at November 30,
2005.
CREDIT DEFAULT SWAPS
Net
Unrealized
Notional Expiration Appreciation
Amount Date Description (Depreciation)
----------------------------------------------------------------------------
2,400,000 USD 9/20/2008 Agreement with Credit Suisse/ $6,182
First Boston dated 2/6/2004
whereby the Portfolio will
receive 2.45% per year times
the notional amount. The
Portfolio makes a payment only
upon a default event on
underlying loan assets (47 in
total, each representing 2.13%
of the notional value of the
swap).
1,200,000 USD 9/20/2008 Agreement with Credit Suisse/ (7,720)
First Boston dated 2/12/2004
whereby the Portfolio will
receive 2.45% per year times
the notional amount. The
Portfolio makes a payment only
upon a default event on
underlying loan assets (47 in
total, each representing 2.13%
of the notional value of the
swap).
2,000,000 USD 3/20/2011 Agreement with Lehman Brothers 12,431
dated 3/2/2005 whereby the
Portfolio will receive 1.85%
per year times the notional
amount. The Portfolio makes a
payment of the notional amount
only upon a default event on
the reference entity, a
Revolving Credit Agreement
issued by Syniverse
Technologies, Inc.
3,000,000 USD 3/20/2010 Agreement with Lehman Brothers (20,619)
dated 3/15/2005 whereby the
Portfolio will receive 2.20%
per year times the notional
amount. The Portfolio makes a
payment of the notional amount
only upon a default event on
the reference entity, a
Revolving Credit Agreement
issued by Inergy, L.P.
2,000,000 USD 6/20/2010 Agreement with Lehman Brothers (16,786)
dated 5/18/2005 whereby the
Portfolio will receive 3.25%
per year times the notional
amount. The Portfolio makes a
payment of the notional amount
only upon a default event on
the reference entity, a
Revolving Credit Agreement
issued by Rural Cellular Corp.
3,000,000 USD 9/21/2009 Agreement with Lehman Brothers (350)
dated 7/8/2005 whereby the
Portfolio will receive 2.15%
per year times the notional
amount. The Portfolio makes a
payment of the notional amount
only upon a default event on
the reference entity, a
Revolving Credit Agreement
issued by CSG Systems, Inc.
At November 30, 2005, the Portfolio had sufficient cash and/or securities
segregated to cover potential obligations arising from forward foreign
currency exchange contracts and open swap contracts.
6 Federal Income Tax Basis of Unrealized Appreciation (Depreciation)
-----------------------------------------------------------------------------
The cost and unrealized appreciation (depreciation) in the value of the
investments owned at November 30, 2005, as computed on a federal income tax
basis, were as follows:
Aggregate cost $2,998,181,289
---------------------------------------------------------------------------
Gross unrealized appreciation $ 31,287,296
Gross unrealized depreciation (9,918,469)
---------------------------------------------------------------------------
Net unrealized appreciation $ 21,368,827
---------------------------------------------------------------------------
7 Restricted Securities
-----------------------------------------------------------------------------
At November 30, 2005, the Portfolio owned the following securities
(representing 0.2% of net assets) which were restricted as to public resale
and not registered under the Securities Act of 1933 (excluding Rule 144A
securities). The Portfolio has various registration rights (exercisable
under a variety of circumstances) with respect to these securities. The fair
value of these securities is determined based on valuations provided by
brokers when available, or if not available, they are valued at fair value
using methods determined in good faith by or at the direction of the
Trustees.
Date of Shares/
Description Acquisition Face Cost Fair Value
------------------------------------------------------------------------------
Common Stocks
------------------------------------------------------------------------------
Citation Corp. 5/24/05 31,622 $0 $574,467
Environmental Systems
Products Holdings, Inc. 10/24/00 33,278 0 1,068,889
Key Plastics, LLC, Class A 4/26/01 1 0 1,159
Knowledge Universe, Inc. 5/14/03 52 52,000 86,531
RoTech Medical Corp. 6/12/02 12,592 332,429 28,836
Safelite Glass Corp. 9/29/00-11/10/00 297,015 0 579,179
Safelite Realty Corp. 9/29/00-11/10/00 20,048 0 150,160
------------------------------------------------------------------------------
$384,429 $2,489,221
Preferred Stocks
------------------------------------------------------------------------------
Citation Corp. (PIK) 5/24/05 2,496 1,996,800 2,279,680
Hayes Lemmerz
International 6/04/03 445 22,250 5,844
Key Plastics, LLC,
Series A 4/26/01 217 217,000 209,622
------------------------------------------------------------------------------
$2,236,050 $2,495,146
Warrants
------------------------------------------------------------------------------
Gentek, Inc., Class B 11/11/03 130 0 806
Gentek, Inc., Class C 11/11/03 63 0 398
------------------------------------------------------------------------------
$ -- $1,204
Senior Debt Portfolio as of November 30, 2005
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees and Investors
of Senior Debt Portfolio:
- -------------------------------------------------------------------------------
We have audited the accompanying statement of assets and liabilities of Senior
Debt Portfolio (the Portfolio), including the portfolio of investments as of
November 30, 2005, the related statement of operations for the year then
ended, the statements of changes in net assets for each of the two years in
the period then ended and the supplementary data for each of the three years
in the period then ended, the period from January 1, 2002 to November 30, 2002
and for each of the years in the two-year period ended December 31, 2001.
These financial statements and supplementary data are the responsibility of
the Portfolio's management. Our responsibility is to express an opinion on
these financial statements and supplementary data based on our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the
financial statements and supplementary data are free of material misstatement.
The Portfolio is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the
Portfolio's internal control over financial reporting. Accordingly, we express
no such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. Our
procedures included confirmation of securities and Senior Loans held as of
November 30, 2005 by correspondence with the custodian and selling or agent
banks; where replies were not received from selling or agent banks, we
performed other auditing procedures. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and supplementary data referred to
above present fairly, in all material respects, the financial position of
Senior Debt Portfolio as of November 30, 2005, the results of its operations
for the year then ended, the changes in its net assets and its supplemental
data for the respective stated periods, in conformity with accounting
principles generally accepted in the United States of America.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
January 19, 2006
Eaton Vance Prime Rate Reserves as of November 30, 2005
MANAGEMENT AND ORGANIZATION
FUND MANAGEMENT. The Trustees of Eaton Vance Prime Rate Reserves (the Trust) and Senior Debt Portfolio (the Portfolio) are
responsible for the overall management and supervision of the Trust's and Portfolio's affairs. The Trustees and officers of
the Trust and the Portfolio are listed below. Except as indicated, each individual has held the office shown or other offices
in the same company for the last five years. Trustees and officers of the Trust and the Portfolio hold indefinite terms of
office. The "noninterested Trustees" consist of those Trustees who are not "interested persons" of the Trust and the
Portfolio, as that term is defined under the 1940 Act. The business address of each Trustee and officer is The Eaton Vance
Building, 255 State Street, Boston, Massachusetts 02109. As used below, "EVC" refers to Eaton Vance Corp., "EV" refers to
Eaton Vance, Inc., "EVM" refers to Eaton Vance Management, "BMR" refers to Boston Management and Research and "EVD" refers to
Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the
Trust's principal underwriter, the Portfolio's placement agent and a wholly-owned subsidiary of EVM. Each officer affiliated
with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM
listed below.
Number of
Portfolios in
Position(s) with Term of Office Fund Complex Other
the Fund and and Length of Principal Occupation(s) During Overseen By Directorships
Name and Date of Birth Portfolio Service Past Five Years Trustee(1) Held
- -----------------------------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEE
James B. Hawkes Trustee Trustee of the Chairman, President and Chief 161 Director of EVC
11/9/41 Trust since 1989; Executive Officer of BMR, EVM and
of the Portfolio EV; Director of EV; Vice
since 1992 President and Director of EVD.
Trustee and/or officer of 161
registered investment companies
in the Eaton Vance Fund Complex.
Mr. Hawkes is an interested
person because of his positions
with BMR, EVM, EVC and EV, which
are affiliates of the Trust and
the Portfolio.
NONINTERESTED TRUSTEE(s)
Benjamin C. Esty Trustee Since 2005 Roy and Elizabeth Simmons 152 None
1/2/63 Professor of Business
Administration, Harvard
University Graduate School of
Business Administration (since
2003). Formerly, Associate
Professor, Harvard University
Graduate School of Business
Administration (2000-2003).
Samuel L. Hayes, III Trustee Trustee of the Jacob H. Schiff Professor of 161 Director of
2/23/35 Trust since 1989; Investment Banking Emeritus, Tiffany & Co.
of the Portfolio Harvard University Graduate (specialty
since 1994 School of Business retailer) and
Administration. Telect, Inc.
(telecommuni-
cation services
company)
William H. Park Trustee Since 2003 President and Chief Executive 161 None
9/19/47 Officer, Prizm Capital
Management, LLC (investment
management firm) (since 2002).
Executive Vice President and
Chief Financial Officer, United
Asset Management Corporation (a
holding company owning
institutional investment
management firms)
(1982-2001).
Ronald A. Pearlman Trustee Since 2003 Professor of Law, Georgetown 161 None
7/10/40 University Law Center (since
1999). Tax Partner Covington &
Burling, Washington, DC
(1991-2000).
Norton H. Reamer Trustee Trustee of the President, Chief Executive 161 None
9/21/35 Trust since 1989; Officer and a Director of Asset
of the Portfolio Management Finance Corp. (a
since 1994 specialty finance company serving
the investment management
industry) (since October 2003).
President, Unicorn Corporation
(an investment and financial
advisory services company) (since
September 2000). Formerly,
Chairman, Hellman, Jordan
Management Co., Inc. (an
investment management company)
(2000-2003). Formerly, Advisory
Director of Berkshire Capital
Corporation (investment banking
firm) (2002-2003). Formerly
Chairman of the Board, United
Asset Management Corporation (a
holding company owning
institutional investment
management firms) and Chairman,
President and Director, UAM Funds
(mutual funds) (1980-2000).
Lynn A. Stout Trustee Since 1998 Professor of Law, University of 161 None
9/14/57 California at Los Angeles School
of Law (since July 2001).
Formerly, Professor of Law,
Georgetown University Law Center.
Ralph F. Verni Trustee Since 2005 Consultant and private investor 152 Director of W.P.
1/26/43 (since 2000). Formerly, President Carey & Company
and Chief Executive Officer, LLC (manager of
Redwood Investment Systems, Inc. real estate
(software developer) (2000). investment
Formerly, President and Chief trusts)
Executive Officer, State Street
Research & Management (investment
advisor), SSRM Holdings (parent
of State Street Research &
Management), and SSR Realty
(institutional realty manager)
(1992-2000).
Eaton Vance Prime Rate Reserves as of November 30, 2005
MANAGEMENT AND ORGANIZATION CONT'D
Position(s) with Term of Office
the Fund and and Length of Principal Occupation(s) During
Name and Date of Birth the Portfolio Service Past Five Years
- -----------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL OFFICERS WHO ARE NOT TRUSTEES
Scott H. Page President Since 2002(2) Vice President of EVM and BMR. Officer of 14 registered
11/30/59 investment companies managed by EVM or BMR.
Payson F. Swaffield Vice President Vice President of
8/13/56 the Trust since
1998; of the
Portfolio since Vice President of EVM and BMR. Officer of 14 registered
1996 investment companies managed by EVM or BMR.
Dan A. Maalouly Treasurer Since 2005 Vice President of EVM and BMR. Previously, Senior Manager at
3/25/62 PricewaterhouseCoopers LLP (1997-2005). Officer of 70 registered
investment companies managed by EVM or BMR.
Alan R. Dynner Secretary Since 1997 Vice President, Secretary and Chief Legal Officer of BMR, EVM,
10/10/40 EVD, EV and EVC. Officer of 161 registered investment companies
managed by EVM or BMR.
Paul M. O'Neil Chief Compliance Since 2004 Vice President of EVM and BMR. Officer of 161 registered
7/11/53 Officer investment companies managed by EVM or BMR.
(1) Includes both master and feeder funds in a master-feeder structure.
(2) Prior to 2002, Mr. Page served as Vice President of the Trust since 1998 and of the Portfolio since 1996.
The SAI for the Trust includes additional information about the Trustees and officers of the Fund and the Portfolio and can
be obtained without charge by calling 1-800-225-6265.
Eaton Vance Classic Senior Floating-Rate Fund as of November 30, 2005
MANAGEMENT AND ORGANIZATION
FUND MANAGEMENT. The Trustees of EV Classic Senior Floating-Rate Fund (the Fund) and Senior Debt Portfolio (the Portfolio) are
responsible for the overall management and supervision of the Fund's and Portfolio's affairs. The Trustees and officers of the
Fund and the Portfolio are listed below. Except as indicated, each individual has held the office shown or other offices in the
same company for the last five years. Trustees and officers of the Fund and the Portfolio hold indefinite terms of office. The
"noninterested Trustees" consist of those Trustees who are not "interested persons" of the Fund and the Portfolio, as that term
is defined under the 1940 Act. The business address of each Trustee and officer is The Eaton Vance Building, 255 State Street,
Boston, Massachusetts 02109. As used below, "EVC" refers to Eaton Vance Corp., "EV" refers to Eaton Vance, Inc., "EVM" refers to
Eaton Vance Management, "BMR" refers to Boston Management and Research and "EVD" refers to Eaton Vance Distributors, Inc. EVC
and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund's principal underwriter, the
Portfolio's placement agent and a wholly-owned subsidiary of EVM. Each officer affiliated with Eaton Vance may hold a position
with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below.
Number of
Portfolios in
Position(s) with Term of Office Fund Complex Other
the Fund and and Length of Principal Occupation(s) During Overseen By Directorships
Name and Date of Birth Portfolio Service Past Five Years Trustee(1) Held
- -----------------------------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEE
James B. Hawkes Trustee Trustee of the Chairman, President and Chief 161 Director of EVC
11/9/41 Fund since 1993; Executive Officer of BMR, EVM and
of the Portfolio EV; Chairman and Chief Executive
since 1992 Officer of EVC; Director of EV;
Vice President and Director of
EVD. Trustee and/or officer of
161 registered investment
companies in the Eaton Vance Fund
Complex. Mr. Hawkes is an
interested person because of his
positions with BMR, EVM, EVC and
EV, which are affiliates of the
Fund and the Portfolio.
NONINTERESTED TRUSTEE(s)
Benjamin C. Esty Trustee Since 2005 Roy and Elizabeth Simmons 152 None
1/2/63 Professor of Business
Administration, Harvard
University Graduate School of
Business Administration (since
2003). Formerly, Associate
Professor, Harvard University
Graduate School of Business
Administration (2000-2003).
Samuel L. Hayes, III Trustee and Trustee of the Jacob H. Schiff Professor of 161 Director of
2/23/35 Chairman of Fund since 1998; Investment Banking Emeritus, Tiffany & Co.
the Board of the Portfolio Harvard University Graduate (specialty
since 1994; and School of Business retailer) and
Chairman of the Administration. Telect, Inc.
Board since 2005 (telecommuni-
cation services
company)
William H. Park Trustee Since 2003 President and Chief Executive 161 None
9/19/47 Officer, Prizm Capital
Management, LLC (investment
management firm) (since 2002).
Executive Vice President and
Chief Financial Officer, United
Asset Management Corporation (a
holding company owning
institutional investment
management firms) (1982-2001).
Ronald A. Pearlman Trustee Since 2003 Professor of Law, Georgetown 161 None
7/10/40 University Law Center (since
1999). Tax Partner Covington &
Burling, Washington, DC
(1991-2000).
Norton H. Reamer Trustee Since 1994 President, Chief Executive 161 None
9/21/35 Officer and a Director of Asset
Management Finance Corp. (a
specialty finance company serving
the investment management
industry) (since October 2003).
President, Unicorn Corporation
(an investment and financial
advisory services company) (since
September 2000). Formerly,
Chairman, Hellman, Jordan
Management Co., Inc. (an
investment management company)
(2000-2003). Formerly, Advisory
Director of Berkshire Capital
Corporation (investment banking
firm) (2002-2003). Formerly
Chairman of the Board, United
Asset Management Corporation (a
holding company owning
institutional investment
management firms) and Chairman,
President and Director, UAM Funds
(mutual funds) (1980-2000).
Lynn A. Stout Trustee Since 1998 Professor of Law, University of 161 None
9/14/57 California at Los Angeles School
of Law (since July 2001).
Formerly, Professor of Law,
Georgetown University Law Center.
Ralph F. Verni Trustee Since 2005 Consultant and private investor 152 Director of W.P.
1/26/43 (since 2000). Formerly, President Carey & Company
and Chief Executive Officer, LLC (manager of
Redwood Investment Systems, Inc. real estate
(software developer) (2000). investment
Formerly, President and Chief trusts)
Executive Officer, State Street
Research & Management (investment
advisor), SSRM Holdings (parent
of State Street Research &
Management), and SSR Realty
(institutional realty manager)
(1992-2000).
Eaton Vance Classic Senior Floating-Rate Fund as of November 30, 2005
MANAGEMENT AND ORGANIZATION CONT'D
Position(s) with Term of Office
the Fund and and Length of Principal Occupation(s) During
Name and Date of Birth the Portfolio Service Past Five Years
- -----------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL OFFICERS WHO ARE NOT TRUSTEES
Scott H. Page President Since 2002(2) Vice President of EVM and BMR. Officer of 14 registered
11/30/59 investment companies managed by EVM or BMR.
Payson F. Swaffield Vice President Vice President of
8/13/56 the Fund since
1998; of the
Portfolio since Vice President of EVM and BMR. Officer of 14 registered
1996 investment companies managed by EVM or BMR.
Dan A. Maalouly Treasurer Since 2005 Vice President of EVM and BMR. Previously, Senior Manager at
3/25/62 PricewaterhouseCoopers LLP (1997-2005). Officer of 70 registered
investment companies managed by EVM or BMR.
Alan R. Dynner Secretary Since 1997 Vice President, Secretary and Chief Legal Officer of BMR, EVM,
10/10/40 EVD, EV and EVC. Officer of 161 registered investment companies
managed by EVM or BMR.
Paul M. O'Neil Chief Compliance Since 2004 Vice President of EVM and BMR. Officer of 161 registered
7/11/53 Officer investment companies managed by EVM or BMR.
(1) Includes both master and feeder funds in a master-feeder structure.
(2) Prior to 2002, Mr. Page served as Vice President of the Fund since 1998 and of the Portfolio since 1996.
The SAI for the Fund includes additional information about the Trustees and officers of the Fund and the Portfolio and can be
obtained without charge by calling 1-800-225-6265.
Eaton Vance Advisers Senior Floating-Rate Fund as of November 30, 2005
MANAGEMENT AND ORGANIZATION
FUND MANAGEMENT. The Trustees of Eaton Vance Advisers Senior Floating-Rate Fund (the Fund) and Senior Debt Portfolio (the
Portfolio) are responsible for the overall management and supervision of the Fund's and Portfolio's affairs. The Trustees and
officers of the Fund and the Portfolio are listed below. Except as indicated, each individual has held the office shown or other
offices in the same company for the last five years. Trustees and officers of the Fund and the Portfolio hold indefinite terms
of office. The "noninterested Trustees" consist of those Trustees who are not "interested persons" of the Fund and the
Portfolio, as that term is defined under the 1940 Act. The business address of each Trustee and officer is The Eaton Vance
Building, 255 State Street, Boston, Massachusetts 02109. As used below, "EVC" refers to Eaton Vance Corp., "EV" refers to Eaton
Vance, Inc., "EVM" refers to Eaton Vance Management, "BMR" refers to Boston Management and Research and "EVD" refers to Eaton
Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund's
principal underwriter, the Portfolio's placement agent and a wholly-owned subsidiary of EVM. Each officer affiliated with Eaton
Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below.
Number of
Portfolios in
Position(s) with Term of Office Fund Complex Other
the Fund and and Length of Principal Occupation(s) During Overseen By Directorships
Name and Date of Birth Portfolio Service Past Five Years Trustee(1) Held
- -----------------------------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEE
James B. Hawkes Trustee Trustee of the Chairman, President and Chief 161 Director of EVC
11/9/41 Fund since 1998; Executive Officer of BMR, EVM and
of the Portfolio EV; Chairman and Chief Executive
since 1992 Officer of EVC; Director of EV;
Vice President and Director of
EVD. Trustee and/or officer of
161 registered investment
companies in the Eaton Vance Fund
Complex. Mr. Hawkes is an
interested person because of his
positions with BMR, EVM, EVC and
EV, which are affiliates of the
Fund and the Portfolio.
NONINTERESTED TRUSTEE(s)
Benjamin C. Esty Trustee Since 2005 Roy and Elizabeth Simmons 152 None
1/2/63 Professor of Business
Administration, Harvard
University Graduate School of
Business Administration (since
2003). Formerly, Associate
Professor, Harvard University
Graduate School of Business
Administration (2000-2003).
Samuel L. Hayes, III Trustee and Trustee of the Jacob H. Schiff Professor of 161 Director of
2/23/35 Chairman of Fund since 1998; Investment Banking Emeritus, Tiffany & Co.
the Board of the Portfolio Harvard University Graduate (specialty
since 1994 and School of Business retailer) and
Chairman of the Administration. Telect, Inc.
Board since 2005 (tele-
communication
services
company)
William H. Park Trustee Since 2003 President and Chief Executive 161 None
9/19/47 Officer, Prizm Capital
Management, LLC (investment
management firm) (since 2002).
Executive Vice President and
Chief Financial Officer, United
Asset Management Corporation (a
holding company owning
institutional investment
management firms) (1982-2001).
Ronald A. Pearlman Trustee Since 2003 Professor of Law, Georgetown 161 None
7/10/40 University Law Center (since
1999). Tax Partner Covington &
Burling, Washington, DC
(1991-2000).
Norton H. Reamer Trustee Trustee of the President, Chief Executive 161 None
9/21/35 Fund since 1998; Officer and a Director of Asset
of the Portfolio Management Finance Corp. (a
since 1994 specialty finance company serving
the investment management
industry) (since October 2003).
President, Unicorn Corporation
(an investment and financial
advisory services company) (since
September 2000). Formerly,
Chairman, Hellman, Jordan
Management Co., Inc. (an
investment management company)
(2000-2003). Formerly, Advisory
Director of Berkshire Capital
Corporation (investment banking
firm) (2002-2003). Formerly
Chairman of the Board, United
Asset Management Corporation (a
holding company owning
institutional investment
management firms) and Chairman,
President and Director, UAM Funds
(mutual funds) (1980-2000).
Lynn A. Stout Trustee Since 1998 Professor of Law, University of 161 None
9/14/57 California at Los Angeles School
of Law (since July 2001).
Formerly, Professor of Law,
Georgetown University Law Center.
Ralph F. Verni Trustee Since 2005 Consultant and private investor 152 Director of W.P.
1/26/43 (since 2000). Formerly, President Carey & Company
and Chief Executive Officer, LLC (manager of
Redwood Investment Systems, Inc. real estate
(software developer) (2000). investment
Formerly, President and Chief trusts)
Executive Officer, State Street
Research & Management (investment
advisor), SSRM Holdings (parent
of State Street Research &
Management), and SSR Realty
(institutional realty manager)
(1992-2000).
Eaton Vance Advisers Senior Floating-Rate Fund as of November 30, 2005
MANAGEMENT AND ORGANIZATION CONT'D
Position(s) with Term of Office
the Fund and and Length of Principal Occupation(s) During
Name and Date of Birth the Portfolio Service Past Five Years
- -----------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL OFFICERS WHO ARE NOT TRUSTEES
Scott H. Page President Since 2002(2) Vice President of EVM and BMR. Officer of 14 registered
11/30/59 investment companies managed by EVM or BMR.
Payson F. Swaffield Vice President For the Fund
8/13/56 since 1998; for
the Portfolio Vice President of EVM and BMR. Officer of 14 registered
since 1996 investment companies managed by EVM or BMR.
Dan A. Maalouly Treasurer Since 2005 Vice President of EVM and BMR. Previously, Senior Manager at
3/25/62 PricewaterhouseCoopers LLP (1997-2005). Officer of 70 registered
investment companies managed by EVM or BMR.
Alan R. Dynner Secretary For the Fund
10/10/40 since 1998; for Vice President, Secretary and Chief Legal Officer of BMR, EVM,
the Portfolio EVD, EV and EVC. Officer of 192 registered investment companies
since 1997 managed by EVM or BMR.
Paul M. O'Neil Chief Compliance Since 2004 Vice President of EVM and BMR. Officer of 192 registered
7/11/53 Officer investment companies managed by EVM or BMR.
(1) Includes both master and feeder funds in a master-feeder structure.
(2) Prior to 2002, Mr. Page served as Vice President of the Fund since 1998 and of the Portfolio since 1996.
The SAI for the Fund includes additional information about the Trustees and officers of the Fund and the Portfolio and can be
obtained without charge by calling 1-800-225-6265.
Eaton Vance Institutional Senior Floating-Rate Fund
MANAGEMENT AND ORGANIZATION
FUND MANAGEMENT. The Trustees of Eaton Vance Institutional Senior Floating-Rate Fund (the Fund) and Senior Debt Portfolio (the
Portfolio) are responsible for the overall management and supervision of the Fund's and Portfolio's affairs. The Trustees and
officers of the Fund and the Portfolio are listed below. Except as indicated, each individual has held the office shown or other
offices in the same company for the last five years. Trustees and officers of the Fund and the Portfolio hold indefinite terms of
office. The "noninterested Trustees" consist of those Trustees who are not "interested persons" of the Fund and the Portfolio, as
that term is defined under the 1940 Act. The business address of each Trustee and officer is The Eaton Vance Building, 255 State
Street, Boston, Massachusetts 02109. As used below, "EVC" refers to Eaton Vance Corp., "EV" refers to Eaton Vance, Inc., "EVM"
refers to Eaton Vance Management, "BMR" refers to Boston Management and Research and "EVD" refers to Eaton Vance Distributors,
Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund's principal underwriter, the
Portfolio's placement agent and a wholly-owned subsidiary of EVM. Each officer affiliated with Eaton Vance may hold a position
with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below.
Number of
Portfolios in
Position(s) with Term of Office Fund Complex Other
the Fund and and Length of Principal Occupation(s) During Overseen By Directorships
Name and Date of Birth Portfolio Service Past Five Years Trustee(1) Held
- -----------------------------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEE
James B. Hawkes Trustee Trustee of the Chairman, President and Chief 161 Director of EVC
11/9/41 Fund since 1999; Executive Officer of BMR, EVM and
of the Portfolio EV; Chairman and Chief Executive
since 1992 Officer of EVC; Director of EV;
Vice President and Director of
EVD. Trustee and/or officer of
161 registered investment
companies in the Eaton Vance Fund
Complex. Mr. Hawkes is an
interested person because of his
positions with BMR, EVM, EVC and
EV, which are affiliates of the
Fund and the Portfolio.
NONINTERESTED TRUSTEE(s)
Benjamin C. Esty Trustee Since 2005 Roy and Elizabeth Simmons 152 None
1/2/63 Professor of Business
Administration, Harvard
University Graduate School of
Business Administration (since
2003). Formerly, Associate
Professor, Harvard University
Graduate School of Business
Administration (2000-2003).
Samuel L. Hayes, III Trustee and Trustee of the Jacob H. Schiff Professor of 161 Director of
2/23/35 Chairman of Fund since 1999; Investment Banking Emeritus, Tiffany & Co.
the Board of the Portfolio Harvard University Graduate (specialty
since 1994 and School of Business retailer) and
Chairman of the Administration. Telect, Inc.
Board since 2005 (tele-
communication
services
company)
William H. Park Trustee Since 2003 President and Chief Executive 161 None
9/19/47 Officer, Prizm Capital
Management, LLC (investment
management firm) (since 2002).
Executive Vice President and
Chief Financial Officer, United
Asset Management Corporation (a
holding company owning
institutional investment
management firms) (1982-2001).
Ronald A. Pearlman Trustee Since 2003 Professor of Law, Georgetown 161 None
7/10/40 University Law Center (since
1999). Tax Partner Covington &
Burling, Washington, DC
(1991-2000).
Norton H. Reamer Trustee Trustee of the President, Chief Executive 161 None
9/21/35 Fund since 1999; Officer and a Director of Asset
of the Portfolio Management Finance Corp. (a
since 1994 specialty finance company serving
the investment management
industry) (since October 2003).
President, Unicorn Corporation
(an investment and financial
advisory services company) (since
September 2000). Formerly,
Chairman, Hellman, Jordan
Management Co., Inc. (an
investment management company)
(2000-2003). Formerly, Advisory
Director of Berkshire Capital
Corporation (investment banking
firm) (2002-2003). Formerly
Chairman of the Board, United
Asset Management Corporation (a
holding company owning
institutional investment
management firms) and Chairman,
President and Director, UAM Funds
(mutual funds) (1980-2000).
Lynn A. Stout Trustee Trustee of the Professor of Law, University of 161 None
9/14/57 Fund since 1999; California at Los Angeles School
of the Portfolio of Law (since July 2001).
since 1998 Formerly, Professor of Law,
Georgetown University Law Center.
Ralph F. Verni Trustee Since 2005 Consultant and private investor 152 Director of W.P.
1/26/43 (since 2000). Formerly, President Carey & Company
and Chief Executive Officer, LLC (manager of
Redwood Investment Systems, Inc. real estate
(software developer) (2000). investment
Formerly, President and Chief trusts)
Executive Officer, State Street
Bank and Research & Management
(investment advisor), SSRM
Holdings (parent of State Street
Research & Management), and SSR
Realty (institutional Realty
(institutional realty manager)
(1992-2000).
Eaton Vance Institutional Senior Floating-Rate Fund
MANAGEMENT AND ORGANIZATION CONT'S
Position(s) with Term of Office
the Fund and and Length of Principal Occupation(s) During
Name and Date of Birth the Portfolio Service Past Five Years
- -----------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL OFFICERS WHO ARE NOT TRUSTEES
Scott H. Page President Since 2002(2) Vice President of EVM and BMR. Officer of 14 registered
11/30/59 investment companies managed by EVM or BMR.
Payson F. Swaffield Vice President For the Fund
8/13/56 since 1998; for
the Portfolio Vice President of EVM and BMR. Officer of 14 registered
since 1996 investment companies managed by EVM or BMR.
Dan A. Maalouly Treasurer Since 2005 Vice President of EVM and BMR. Previously, Senior Manager at
3/25/62 PricewaterhouseCoopers LLP (1997-2005). Officer of 70 registered
investment companies managed by EVM or BMR.
Alan R. Dynner Secretary For the Fund
10/10/40 since 1998; for Vice President, Secretary and Chief Legal Officer of BMR, EVM,
the Portfolio EVD, EV and EVC. Officer of 161 registered investment companies
since 1997 managed by EVM or BMR.
Paul M. O'Neil Chief Compliance Since 2004 Vice President of EVM and BMR. Officer of 161 registered
7/11/53 Officer investment companies managed by EVM or BMR.
(1) Includes both master and feeder funds in a master-feeder structure.
(2) Prior to 2002, Mr. Page served as Vice President of the Fund since 1998 and of the Portfolio since 1996.
The SAI for the Fund includes additional information about the Trustees and officers of the Fund and the Portfolio and can be
obtained without charge by calling 1-800-225-6265.
ITEM 2. CODE OF ETHICS
The registrant has adopted a code of ethics applicable to its Principal
Executive Officer, Principal Financial Officer and Principal Accounting
Officer. The registrant undertakes to provide a copy of such code of ethics to
any person upon request, without charge, by calling 1-800-262-1122.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT
The registrant's Board has designated William H. Park, Samuel L. Hayes, III and
Norton H. Reamer, each an independent trustee, as its audit committee financial
experts. Mr. Park is a certified public accountant who is the President and
Chief Executive Officer of Prizm Capital Management, LLC (investment management
firm). Previously, he served as Executive Vice President and Chief Financial
Officer of United Asset Management Corporation ("UAM") (a holding company
owning institutional investment management firms). Mr. Hayes is the Jacob H.
Schiff Professor of Investment Banking Emeritus of the Harvard University
Graduate School of Business Administration. Mr. Reamer is the President, Chief
Executive Officer and a Director of Asset Management Finance Corp. (a specialty
finance company serving the investment management industry) and is President of
Unicorn Corporation (an investment and financial advisory services company).
Formerly, Mr. Reamer was Chairman of Hellman, Jordan Management Co., Inc. (an
investment management company) and Advisory Director of Berkshire Capital
Corporation (an investment banking firm), Chairman of the Board of UAM and
Chairman, President and Director of the UAM Funds (mutual funds).
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES
(a)-(d)
The following table presents aggregate fees billed to the registrant for the
fiscal years ended November 30, 2004, and November 30, 2005 by the registrant's
principal accountant for professional services rendered for the audit of the
registrant's annual financial statements and fees billed for other services
rendered by the principal accountant during those periods.
FISCAL YEARS ENDED 11/30/04 11/30/05
- -------------------------------------------------------------------------------
Audit Fees $188,040 $193,500
Audit-Related Fees(1) $0 $0
Tax Fees(2) $7,700 $8,085
All Other Fees(3) $0 $0
------------------------------------------
Total $195,740 $201,585
==========================================
(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.
(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.
Each of the fiscal years ended November 30, 2004 and November 30,2005 $35,000
was billed by the registrant's principal accountant, Deloitte & Touche LLP, 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 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 last two fiscal years of the
registrant; 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 last two fiscal years of the
registrant.
FISCAL YEARS ENDED 11/30/04 11/30/05
- -------------------------------------------------------------------------------
Registrant $7,700 $8,085
Eaton Vance (1) $334,713 $179,500
(1) The investment adviser to the registrant, as well as any of its affiliates
that provide ongoing services to the registrant, are subsidiaries of Eaton
Vance Corp.
(h) The registrant's audit committee has considered whether the provision by
the registrant's principal accountant of non-audit services to the registrant's
investment adviser and any entity controlling, controlled by, or under common
control with the adviser that provides ongoing services to the registrant that
were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X is
compatible with maintaining the principal accountant's independence.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS
Not 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. The investment adviser will generally support company management
on proposals relating to environmental and social policy issues, on matters
regarding the state of organization of the company and routine matters related
to corporate administration which are not expected to have a significant
economic impact on the company or its shareholders. On all other matters, the
investment adviser will review each matter on a case-by-case basis and reserves
the right to deviate from the Policies' guidelines when it believes the
situation warrants such a deviation. The Policies include voting guidelines for
matters relating to, among other things, the election of directors, approval of
independent auditors, executive compensation, corporate structure and
anti-takeover defenses. 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.
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 members of senior
management of the investment adviser identified in the Policies. Such members
of senior management will determine if a conflict exists. If a conflict does
exist, the investment adviser will seek instruction on how to vote from the
Special Committee.
Information on how the Fund voted proxies relating to portfolio securities
during the most recent 12 month period ended June 30 is available (1) without
charge, upon request, by calling 1-800-262-1122, and (2) on the Securities and
Exchange Commission's website at http://www.sec.gov.
ITEM 8. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
Not Applicable.
ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Effective February 7, 2005, the Governance Committee of the Board of Trustees
revised the procedures by which a Fund's shareholders may recommend nominees to
the registrant's Board of Trustees to add the following (highlighted):
The Governance Committee shall, when identifying candidates for the position
of Independent Trustee, consider any such candidate recommended by a
shareholder of a Fund if such recommendation contains (i)sufficient background
information concerning the candidate, INCLUDING EVIDENCE THE CANDIDATE IS
WILLING TO SERVE AS AN INDEPENDENT TRUSTEE IF SELECTED FOR THE POSITION; AND
(II) is received in a sufficiently timely manner (and in any event no later
than the date specified for receipt of shareholder proposals in any applicable
proxy statement with respect to a Fund). Shareholders shall be directed to
address any such recommendations IN WRITING to the attention of the Governance
Committee, c/o the Secretary of the Fund. THE SECRETARY SHALL RETAIN COPIES OF
ANY SHAREHOLDER RECOMMENDATIONS WHICH MEET THE FOREGOING REQUIREMENTS FOR A
PERIOD OF NOT MORE THAN 12 MONTHS FOLLOWING RECEIPT. THE SECRETARY SHALL HAVE
NO OBLIGATION TO ACKNOWLEDGE RECEIPT OF ANY SHAREHOLDER RECOMMENDATIONS
ITEM 10. 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 11. EXHIBITS
(a)(1) Registrant's Code of Ethics - Not applicable (please see Item 2).
(a)(2)(i) Treasurer's Section 302 certification.
(a)(2)(ii) President's Section 302 certification.
(b) Combined Section 906 certification.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
SENIOR DEBT PORTFOLIO
By: /s/ Scott H. Page
--------------------------
Scott H. Page
President
Date: January 18, 2006
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By: /s/ Dan A. Maalouly
--------------------------
Dan A. Maalouly
Treasurer
Date: January 18, 2006
By: /s/ Scott H. Page
--------------------------
Scott H. Page
President
Date: January 18, 2006