EV CLASSIC SENIOR FLOATING RATE FUND /MA/
N-30D, 1996-08-27
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<PAGE>
                             Performance Highlights

  A CONSISTENT YIELD ADVANTAGE

  THE FUND HAS PRODUCED A YIELD ADVANTAGE OVER 3-MONTH BANK CDs IN 1996.

Effective Yield Spread over 3-month CD rates

Average Yield Advantage during past 12 months of 3.11%

                    C-SFR         3-mos CDs       Spread

    Jun-95          7.85          4.27            3.58
    Jul-95           7.7          4.21            3.49
    Aug-95          7.45          4.22            3.23
    Sep-95          7.45          4.27            3.18
    Oct-95          7.68          4.23            3.45
    Nov-95          7.38          4.17            3.21
    Dec-95          7.38          4.14            3.24
    Jan-96          7.26           4.1            3.16
    Feb-96          6.88          4.07            2.81
    Mar-96          6.89          4.18            2.71
    Apr-96          6.92          4.15            2.77
    May-96          6.96          4.12            2.84
    Jun-96          6.78          4.06            2.72

    This bar chart shows the spread between the effective month-end
    yields of EV Classic Senior Floating-Rate Fund and 
    CD yields from 6/30/95 through 6/30/96

All figures are as of 6/30/96. EV Classic Senior Floating-Rate Fund figure
represents effective yield (distribution for the latest 30-day period,
annualized, divided by the net asset value per share at the end of the period,
and then compounded over a 12-month period). The Fund is not insured nor does it
offer a guaranteed fixed rate of return like bank certificates of deposit or
bank money market funds, and does not attempt to maintain a constant net asset
value per share, as do money market funds. Past performance is no guarantee of
future results. Principal value and investment return will fluctuate with 
changes in market conditions. Sources: Eaton Vance Management, The Wall Street
Journal
================================================================================

  RELATIVE STABILITY OF NET ASSET VALUE

           WHILE RISING INTEREST RATES SENT THE BOND MARKET TUMBLING,
   THE FUND GAIN LIMITED ITS PRICE FLUCTUATION TO A RELATIVELY NARROW RANGE.
                   EV Classic Senior
 Month end      Floating-Rate Fund NAV
 Jun-95               9.99
 Jul-95               9.99
 Aug-95               9.99
 Sep-95               9.99
 Oct-95               9.99
 Nov-95               9.99
 Dec-95               9.99
 Jan-96               9.99
 Feb-96               9.99
 Mar-96               9.98
 Apr-96               9.97
 May-96               9.97
 Jun-96               9.97

      This line chart uses month-end data to show the relative stability of
      the share price EV Classic Senior Floating Rate Fund.
      Source: Eaton Vance Management
<PAGE>
                                 To Shareholders

EV Classic Senior Floating-Rate Fund paid shareholders distributions from net
investment income totaling $0.334 during the six months ended June 30, 1996.
Based on the Fund's closing net asset value of $9.97, the Fund had an effective
yield of 6.78% at June 30. The Fund's net asset value per share ended the year
only $0.02 changed from its $9.99 level on December 31, 1995.

EV Classic Senior Floating-Rate Fund once again met its objective of maintaining
a high level of current income with a relatively stable net asset value.

EV CLASSIC SENIOR FLOATING-RATE FUND CONTINUED ITS YIELD ADVANTAGE OVER OTHER
SHORT-TERM, FIXED-INCOME INVESTMENTS...

Despite signs of a stronger economy, the Federal Reserve has resisted pressures
to raise its benchmark federal funds rate - a key short-term interest rate
barometer. That has restrained short-term rates, even as the long end of the
yield curve has moved higher. In this environment, the Fund's yield represented
a significant advantage over money market mutual funds, 3-month certificates of
deposit, and bank money market accounts, which offered rates of 4.89%, 4.06%,
and 3.46%, respectively, as of June 30, 1996. Of course, unlike bank
certificates of deposit, the Fund is not insured and does not offer a fixed rate
of return; and unlike money market accounts, the Fund's principal value and
return can fluctuate with market conditions.

A CHANGE IN PORTFOLIO MANAGEMENT FOR SENIOR DEBT PORTFOLIO...

With this report, we bid farewell to Jeff Garner, who has served as portfolio
manager of Senior Debt Portfolio since its inception in 1989. Jeff has
contributed significantly to the Fund's success and to that of Eaton Vance in
recent years. We wish him well in his future endeavors.

Two Eaton Vance veterans, Scott H. Page and Payson F. Swaffield, have assumed
management of Senior Debt Portfolio. Scott and Payson each bring to their new
role a broad background in the loan market as well as many years of experience
as Senior Debt Portfolio analysts. Indeed, the Fund's performance has benefited
significantly in recent years from their loan analysis and company and industry
research. Under their leadership, EV Classic Senior Floating-Rate Fund will
continue its mission to provide shareholders with attractive yields and relative
stability in senior floating rate loans. In the pages that follow, the new
managers share their views and market outlook.

                                            Sincerely,


[Photo of James B. Hawkes]              /s/ James B. Hawkes
                                            James B. Hawkes
                                            President
                                            August 21, 1996
<PAGE>

                                Management Report

Questions and answers with Scott H. Page and Payson F. Swaffield, Vice
Presidents and Co-Portfolio Managers, Senior Debt Portfolio.

Q:  AS YOU ASSUME THE MANAGEMENT OF THE PORTFOLIO, YOU EACH BRING A WEALTH OF
    EXPERIENCE AS LOAN MARKET ANALYSTS. THAT SHOULD BE A MAJOR STRENGTH, GIVEN 
    THE GROWING DIMENSION OF THE LOAN MARKET.

Mr. Swaffield: I think that's a fair observation. In recent years, the loan
    participation market has grown tremendously. Not surprisingly, during that
    time, loan analysis has become an increasingly sophisticated discipline. As
    one of the early and largest participants in this market, Eaton Vance has
    emphasized loan analysis as a specialty. I think our experience in this
    market through the 1991-92 recession and during cyclical downturns in
    certain industries - gives us a special perspective and has contributed to
    the Fund's success to date.

                                    [PHOTO OF PAYSON F. SWAFFIELD]



                                     PAYSON F. SWAFFIELD


Q:  EQUALLY AS IMPORTANT, YOU'VE EACH BEEN INVOLVED WITH THE PORTFOLIO FOR MANY
    YEARS. WON'T THAT ENSURE A SMOOTH MANAGEMENT TRANSITION?

Mr. Page: Yes, the transition should be a fairly seamless one from a management
    standpoint. And I think that is important as well from the shareholders'
    point of view. The Portfolio will be characterized by the same philosophy
    that has shaped it through its history. We've each been closely involved,
    not only in evaluating potential investments, but in decisions regarding
    allocation and industry weightings. That means that there will be a
    continuum in the decision-making process for the Portfolio.

Q:  CAN YOU GIVE SOME EXAMPLES OF YOUR INVESTMENT FOCUS IN RECENT MONTHS?

Mr. Swaffield: As background, cyclical industries such as paper and
    manufacturing have played a significant role in the Portfolio. During the
    last recession, the Portfolio's loan interests in these industries performed
    well. Today, these industries are likely to be beneficiaries of an economy
    that has shown signs of better-than-expected growth. Stone Container, for
    example, is among the largest holdings in the Portfolio. The company is one
    of the leading producers of linerboard used in shipping manufactured goods.
    As the economy has gathered steam, Stone Container has enjoyed a rising
    demand for its products.

                                    [PHOTO OF SCOTT H. PAGE]



                                     SCOTT H. PAGE


Q:  NATURALLY, THE PORTFOLIO IS NOT DEVOTED ENTIRELY TO CYCLICAL ISSUES. WHERE
    ELSE HAVE YOU INVESTED?

Mr. Page: That's correct. The consumer is well-represented, with investments in
    the retail grocery, leisure, broadcast media, and cable television
    industries. Viacom, Inc., for example, is a name familiar to many investors.
    Viacom is a diversified entertainment company with interests in cable
    television, publishing, music and video retail chains, television and radio
    stations, theme parks and movie theaters. The company has increased its cash
    flow in recent years as a result of acquisitions and is moving aggressively
    to improve its balance sheet. Viacom's entertainment content and its
    exposure to international markets could make it one of the world's
    fastest-growing media companies.



- --------------------------------------------------------------------------------

EV CLASSIC SENIOR FLOATING-RATE FUND: THE FUND MAINTAINED A SIZABLE YIELD
ADVANTAGE OVER OTHER POPULAR SHORT-TERM INVESTMENT VEHICLES.

All figures are as of 6/30/96. EV Classic Senior Floating-Rate Fund figure
represents effective yield (distribution for the latest 30-day period,
annualized, divided by the net asset value per share at the end of the period,
and then compounded over a 12-month period). The Fund is not insured by the FDIC
nor does it offer a fixed rate of return like bank certificates of deposit or
bank money market funds, and does not attempt to maintain a constant net asset
value per share, as do money market funds. Past performance is no guarantee of
future results. Principal value and investment return will fluctuate with
changes in market conditions.

Sources: Eaton Vance Management, The Wall Street Journal

EV Classic Senior Floating-Rate Fund     6.78%
Money markets                            4.89%
3-month CDs                              4.06%
Bank money market accounts               3.46%

- --------------------------------------------------------------------------------

Q:  THE U.S. BOND MARKET HAD A FAIRLY ROCKY PERFORMANCE IN THE FIRST HALF OF
    1996, WHILE THE FUND AGAIN POSTED A POSITIVE RETURN. WHAT CONTRIBUTED TO THE
    FUND'S OUTPERFORMANCE?

Mr. Swaffield: Once again, the relative stability of the Fund's net asset value
    helped the Fund outperform the bond market in a declining bond market. As is
    characteristic in a rising interest rate environment, the bond market was
    under pressure from the outset. With signs of a stronger economy, interest
    rates rose in the first six months, and bonds responded by moving lower.

Q:  IN WHAT OTHER RESPECTS ARE LOAN INTERESTS DIFFERENT FROM BONDS?

Mr. Page: There are several important differences. First, unlike bonds, which
    tend to have a fixed interest rate, loan interests have floating rates that
    are reset to reflect changes in prevailing interest rate conditions. Second,
    loans are typically the most senior of a company's capital structure, while
    some bonds may be subordinated. Finally, while some bonds may be unsecured
    by any specific collateral, loan interests are typically backed by
    collateral such as plants, equipment, and financial assets.

- --------------------------------------------------------------------------------
                              PORTFOLIO HIGHLIGHTS
                                 June 30, 1996

GENERAL PORTFOLIO INFORMATION
Total net assets ............................................   $2,417 million
Assets invested in
  loan interests ............................................   $2,062 million
Number of borrowers .........................................              108
Industries represented ......................................               31

FUNDAMENTAL CHARACTERISTICS OF PORTFOLIO LOANS
Senior ......................................................             100%
Secured .....................................................             100%
Floating rate ...............................................             100%
Commercial & industrial .....................................             100%

AVERAGE PORTFOLIO STATISTICS
(DOLLAR-WEIGHTED)

Collateral coverage ratio ...................................        1.4 to 1*
Days to interest-rate reset .................................               46
Maturity ....................................................        5.5 years
Size per borrower ...........................................    $19.1 million
Average size as percent
  of total net assets .......................................            0.79%

*At time of purchase

Source: Eaton Vance Management
- --------------------------------------------------------------------------------

Q:  THE ECONOMY HAS BEEN HUMMING ALONG RATHER NICELY. ISN'T IT LIKELY THAT RATES
    WILL MOVE HIGHER IN COMING MONTHS?

Mr. Swaffield: It's certainly possible. While the economy - growing a bit over
    2% on an annualized basis - hasn't been exactly robust, it has nevertheless
    exceeded expectations. As a result, investors are increasingly watching the
    Federal Reserve for any bias toward higher rates. Fed Chairman Greenspan has
    been careful not to tip his hand, but there is a growing sense that the next
    move in rates will be higher. Because the loans that the Portfolio invests
    in have periodic reset provisions, the Portfolio should be able to benefit
    from a rise in short-term rates. The Portfolio maintains a relatively short
    days-to-reset ratio, which affords us additional flexibility in responding
    to interest rate changes.

Q:  WHAT OTHER RISK MANAGEMENT TOOLS DO YOU EMPLOY?

Mr. Page: Diversification is a very important tool in limiting risk. With the
    growth in the loan participation market in recent years, the number of
    borrowers has increased dramatically. Equally as important, the number of
    industries represented in the loan universe has grown. That is a favorable
    development because it has given us the opportunity to diversify the
    Portfolio's investments across a broader range of industry groups,
    insulating the Portfolio against individual default risk or a downturn in
    any one industry.

- --------------------------------------------------------------------------------
LOAN COLLATERAL CAN INCLUDE ...

WORKING CAPITAL             TANGIBLE FIXED       INTANGIBLE        SECURITY
ASSETS ...                  ASSETS ...           ASSETS ...        INTERESTS ...

[GRAPHIC OF COMPUTER]       [GRAPHIC SHOWING     [GRAPHIC OF       [GRAPHIC OF
                             TALL BUILDINGS]      REGISTER MARK]    ROLLED STOCK
                                                                    CERTIFICATE]
 ... ACCOUNTS RECEIVABLE     ... REAL PROPERTY    ... TRADEMARKS
AND INVENTORY               BUILDINGS AND        AND PATENTS 
                            EQUIPMENT                              ...STOCK IN  
                                                                   COMPANY AND  
                                                                    SUBSIDIARIES
- --------------------------------------------------------------------------------

Q:  LOOKING AHEAD TO THE REMAINDER OF THE YEAR, WHAT IS YOUR OUTLOOK FOR THE
    LOAN MARKET?

Mr. Swaffield: The loan market continues to grow significantly in 1996. That
    growth has been fueled by two factors: an expanding economy and a widening
    acceptance of the loan syndication market as a vehicle for capital
    formation. If the economy continues to strengthen, we could see higher
    rates, which would likely be reflected in loan interest returns as interest
    rates are reset. That would set the loan market apart from the bond market,
    which will surely encounter further difficulties if interest rates rise.
    That's a key consideration for investors for whom capital preservation is
    important.

Mr. Page: Another important consideration is the impact of an improving economy
    on the cash flows of borrowers. As a result of a stronger economy, many of
    the companies in the loan interest universe are likely to see improving
    balance sheets. They may find themselves with more breathing room in terms
    of interest coverage and operating finances. In some cases, that may mean
    improved creditworthiness for the borrower, a favorable development for
    borrowers and lenders alike.

    Moreover, the Fund should continue to enjoy its yield advantage over other
    short-term vehicles. In today's economy, that is a major plus for
    conservative investors. The Fund should continue to provide positive real
    returns and help preserve investors' purchasing power.

<PAGE>
                   ----------------------------------------
                     EV CLASSIC SENIOR FLOATING-RATE FUND
                             FINANCIAL STATEMENTS
                     STATEMENT OF ASSETS AND LIABILITIES
- ------------------------------------------------------------------------------
                          June 30, 1996 (Unaudited)
- ------------------------------------------------------------------------------
ASSETS:
  Investment in Senior Debt Portfolio, at value
    (Note 1A) (identified cost, $963,301,866)                   $962,103,100
  Receivable for Trust shares sold                                 8,335,321
  Deferred organization expenses (Note 1D)                           218,741
  Prepaid expenses                                                   330,218
                                                                ------------
      Total assets                                              $970,987,380

LIABILITIES:
  Distributions payable                             $1,358,296
  Payable to affiliates --
    Trustees' fees                                         826
  Accrued expenses                                     201,180
                                                    ----------
      Total liabilities                                            1,560,302
                                                                ------------
NET ASSETS for 97,195,988 shares of beneficial
  interest outstanding                                          $969,427,078
                                                                ============
SOURCES OF NET ASSETS:
  Paid-in capital                                               $970,651,333
  Accumulated net realized loss on investment
    transactions (computed on the basis of
      identified cost)                                              (172,457)
  Unrealized depreciation of investments from
    Portfolio (computed on the basis of
      identified cost)                                            (1,198,766)
  Accumulated undistributed net investment income                    146,968
                                                                ------------
      Total                                                     $969,427,078
                                                                ============
NET ASSET VALUE PER SHARE (NOTE 6)
  ($969,427,078 / 97,195,988 shares of beneficial
   interest)                                                        $9.97
                                                                    =====

                       See notes to financial statements
<PAGE>
                           STATEMENT OF OPERATIONS
- ------------------------------------------------------------------------------
              For the Six Months Ended June 30, 1996 (Unaudited)
- ------------------------------------------------------------------------------
INVESTMENT INCOME (NOTE 1B):
  Income allocated from Portfolio                                 $30,488,139
  Expenses allocated from Portfolio                                (3,779,618)
                                                                  -----------
        Total income                                              $26,708,521
  Expenses --
    Administration fee (Note 4)                     $   921,390
    Compensation of Trustees not members of the
      Administrator's organization (Note 4)               2,376
    Service fee (Note 5)                                553,512
    Transfer and dividend disbursing agent fees         170,654
    Registration fees                                    96,139
    Printing                                             45,291
    Legal and accounting services                        32,476
    Amortization of organization expenses (Note 1D)      29,842
    Custodian fees                                       12,500
    Miscellaneous                                       115,577
                                                    -----------
        Total expenses                                              1,979,757
                                                                  -----------
          Net investment income                                   $24,728,764

REALIZED AND UNREALIZED LOSS FROM PORTFOLIO:
  Net realized loss from Portfolio on investment
    transactions (identified cost basis)            $  (172,457)
  Increase in unrealized depreciation                (1,148,162)
                                                    -----------
        Net realized and unrealized loss                           (1,320,619)
                                                                  -----------
          Net increase in net assets from operations              $23,408,145
                                                                  ===========







                       See notes to financial statements
<PAGE>
                     STATEMENTS OF CHANGES IN NET ASSETS
- ------------------------------------------------------------------------------
                                                   SIX MONTHS
                                                      ENDED       YEAR ENDED
                                                  JUNE 30, 1996  DECEMBER 31,
                                                   (UNAUDITED)       1995*
                                                  -------------  ------------
INCREASE (DECREASE) IN NET ASSETS:
  From operations --
    Net investment income                         $ 24,728,764   $ 12,703,961
    Net realized gain (loss) from Portfolio           (172,457)        66,856
    Increase in unrealized depreciation from
      Portfolio                                     (1,148,162)       (50,604)
                                                  ------------   ------------
      Net increase in net assets from operations  $ 23,408,145   $ 12,720,213
                                                  ------------   ------------
Distributions to shareholders (Note 2) --
  From net investment income                      $(24,612,000)  $(12,673,757)
  From net realized gain on investment
    transactions                                       --             (66,856)
                                                  ------------   ------------
      Total distributions to shareholders         $(24,612,000)  $(12,740,613)
                                                  ------------   ------------
Transactions in shares of beneficial interest
 (Note 3) --
  Proceeds from sale of shares                    $490,532,292   $501,932,098
  Net asset value of shares issued to
    shareholders in payment of distributions
    declared                                        17,541,617      9,236,474
  Cost of shares reacquired in tender offers       (38,473,596)   (10,217,552)
                                                  ------------   ------------
    Net increase in net assets from Trust share
      transactions                                $469,600,313   $500,951,020
                                                  ------------   ------------
      Net increase in net assets                  $468,396,458   $500,930,620

NET ASSETS:
  At beginning of period                           501,030,620        100,000
                                                  ------------   ------------
  At end of period (including accumulated
    undistributed net investment income of
    $146,968 and $30,204, respectively)           $969,427,078   $501,030,620
                                                  ============   ============

*For the period from the start of business, February 24, 1995, to December 31,
 1995.


                       See notes to financial statements

<PAGE>
                           STATEMENT OF CASH FLOWS
- ------------------------------------------------------------------------------
              For the Six Months Ended June 30, 1996 (Unaudited)
- ------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH:
CASH FLOWS FROM (FOR) OPERATING ACTIVITIES --
    Purchase of interests in Senior Debt
      Portfolio                                                 $(489,191,866)
    Withdrawal of interests in Senior Debt
      Portfolio                                                    46,935,083
    Operating expenses paid                                        (1,889,193)
                                                                -------------
      Net cash used for operating activities                    $(444,145,976)
                                                                -------------
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES --
    Proceeds from shares sold                                   $ 489,163,360
    Payments for shares redeemed                                  (38,505,606)
    Cash distributions paid (excluding
      reinvestments of distributions of $17,541,617)               (6,511,778)
                                                                -------------
      Net cash provided from financing activities                 444,145,976
                                                                -------------
        Net increase (decrease) in cash                         $    --

CASH AT BEGINNING OF PERIOD                                          --
                                                                -------------
CASH AT END OF PERIOD                                           $    --
                                                                =============

RECONCILIATION OF NET INCREASE IN NET ASSETS FROM
  OPERATIONS TO NET CASH USED FOR OPERATING ACTIVITIES:
    Net increase in net assets from operations                  $  23,408,145
    Decrease in prepaid expenses                                       37,396
    Decrease in deferred organization expenses                         29,842
    Increase in payable to affiliates                                     686
    Increase in accrued expenses and other liabilities                 21,701
    Net increase in investments                                  (467,643,746)
                                                                -------------
      Net cash used for operating activities                    $(444,145,976)
                                                                =============


                       See notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
                                      FINANCIAL HIGHLIGHTS
- -----------------------------------------------------------------------------------------------
                                                       SIX MONTHS
                                                          ENDED                     YEAR ENDED
                                                      JUNE 30, 1996                DECEMBER 31,
                                                       (UNAUDITED)                    1995*
                                                      -------------               ------------
<S>                                                    <C>                        <C>         
NET ASSET VALUE, beginning of period                   $      9.990               $     10.000
                                                       ------------               ------------
INCOME FROM OPERATIONS:
  Net investment income(1)                             $      0.335               $      0.634
  Net realized and unrealized loss on investments            (0.021)                    (0.008)++
                                                       ------------               ------------
      Total income from operations                     $      0.314               $      0.626
                                                       ------------               ------------
LESS DISTRIBUTIONS:
  From net investment income                           $     (0.334)              $     (0.633)
  From net realized gain on investments                     --                          (0.003)
                                                       ------------               ------------
      Total distributions                              $     (0.334)              $     (0.636)
                                                       ------------               ------------
NET ASSET VALUE, end of period                         $      9.970               $      9.990
                                                       ============               ============

TOTAL RETURN(2)                                               3.19%                      6.42%
RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (000 omitted)                  $969,427                   $501,031
  Ratio of operating expenses to average
    daily net assets(1)                                       1.51%+                     1.53%+
  Ratio of interest expense to average
    daily net assets(1)                                       0.05%+                     0.13%+
  Ratio of net investment income to
    average daily net assets                                  6.70%+                     7.04%+

<FN>
(1)Includes the Fund's share of Senior Debt Portfolio's allocated expenses.
(2)Total return is calculated assuming a purchase at the net asset value on the first day and a
   sale at the net asset value on the last day of each period reported. Dividends and
   distributions, if any, are assumed to be reinvested at the net asset value on the payable
   date. Total return is not computed on an annualized basis.
  +Annualized.
 ++The per share amount is not in accordance with the net realized and unrealized gain for the
   period because of the timing of sales of Trust shares and the amount of per share realized
   and unrealized gains and losses at such time.
  *For the period from the start of business, February 24, 1995, to December 31, 1995.
</FN>
</TABLE>

                               See notes to financial statements
<PAGE>
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)
- --------------------------------------------------------------------------------

(1) SIGNIFICANT ACCOUNTING POLICIES
EV Classic Senior Floating-Rate Fund (the Trust) was formed under a
Declaration of Trust dated August 5, 1993, amended and restated December 7,
1994. The Trust is an entity of the type commonly known as a Massachusetts
business trust and is registered under the Investment Company Act of 1940, as
amended, as a non-diversified closed-end management investment company. The
Trust invests all of its investable assets in interests in the Senior Debt
Portfolio (the Portfolio), a New York Trust, having the same investment
objective as the Trust. The value of the Trust's investment in the Portfolio
reflects the Trust's proportionate interest in the net assets of the Portfolio
(39.8% at June 30, 1996). The performance of the Trust is directly affected by
the performance of the Portfolio. The financial statements of the Portfolio,
including the portfolio of investments, are included elsewhere in this report
and should be read in conjunction with the Trust's financial statements. The
following is a summary of significant accounting policies consistently
followed by the Trust in the preparation of its financial statements. The
policies are in conformity with generally accepted accounting principles.

A. INVESTMENT VALUATION -- Valuation of securities by the Portfolio is
discussed in Note 1 of the Portfolio's Notes to Financial Statements which are
included elsewhere in this report.

B. INCOME -- The Trust's net investment income consists of the Trust's pro
rata share of the net investment income of the Portfolio, less all actual and
accrued expenses of the Trust determined in accordance with generally accepted
accounting practices.

C. FEDERAL TAXES -- The Trust's policy is to comply with the provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute to shareholders each year all of its taxable income, including any
net realized gain on investments. Accordingly, no provision for federal income
or excise tax is necessary.

D. DEFERRED ORGANIZATION EXPENSES -- Costs incurred by the Trust in connection
with its organization, including registration costs, are being amortized on
the straight-line basis over five years.

E. USE OF ESTIMATES -- The preparation of financial statements in conformity
with generally accepted accounting principles 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.

F. INTERIM FINANCIAL INFORMATION -- The interim financial statements relating
to June 30, 1996 and for the six months then ended have not been audited by
independent certified public accountants, but in the opinion of the Fund's
management, reflect all adjustments, consisting of normal recurring
adjustments, necessary for the fair presentation of the financial statements.
- ------------------------------------------------------------------------------

(2) DISTRIBUTIONS TO SHAREHOLDERS
The net investment income of the Trust is determined daily, and substantially
all of the net investment income so determined is declared daily as a dividend
to shareholders of record at the time of declaration. Such daily dividends
will be paid monthly. Distributions of realized capital gains, if any, are
made at least annually. Shareholders may reinvest capital gain distributions
in additional shares of the Trust at the net asset value as of the ex-dividend
date. Distributions are paid in the form of additional shares of the Trust or,
at the election of the shareholder, in cash. The Trust distinguishes between
distributions on a tax basis and a financial reporting basis. Generally
accepted accounting principles require that only distributions in excess of
tax basis earnings and profits be reported in the financial statements as a
return of capital. Differences in the recognition or classification of income
between the financial statements and tax earnings and profits which result in
over-distributions for financial statement purposes only are classified as
distributions in excess of net investment income or accumulated net realized
gains. Permanent differences between book and tax accounting relating to
distributions are reclassified to paid-in capital.
- ------------------------------------------------------------------------------

(3) SHARES OF BENEFICIAL INTEREST
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value). The
Trust may from time to time, at its discretion, make tender offers at net
asset value for the purchase of all or a portion of its shares. The price will
be established at the close of business on the last day the tender offer is
open. (An early withdrawal charge will be imposed on most shares accepted for
tender which have been held less than one year.) (See Note 6). The Trustees
approved a tender offer for the period from January 22, 1996 to February 16,
1996, April 22, 1996 to May 17, 1996 and July 22, 1996 to August 16, 1996.
Transactions in Trust shares were as follows:

                                              SIX MONTHS
                                                 ENDED           YEAR ENDED
                                             JUNE 30, 1996      DECEMBER 31,
                                              (UNAUDITED)           1995*
                                            -------------       ------------

Sales                                         49,141,775        50,240,529
Issued to shareholders electing to
 receive payments of distributions
 in Trust shares                               1,758,398           924,567
Reacquired in tender offer                    (3,856,503)       (1,022,778)
                                              ----------        ----------
    Net increase                              47,043,670        50,142,318
                                              ==========        ==========

*For the period from the start of business, February 24, 1995, to December 31,
 1995.
- ------------------------------------------------------------------------------

(4) TRANSACTIONS WITH AFFILIATES
The administration fee was earned by Eaton Vance Management (EVM) as
compensation for administrative services necessary to conduct the Trust's
business. The fee is computed monthly in the amount of  1/48 of 1% (equivalent
to 0.25% annually) of the average daily gross assets of the Portfolio
attributable to the Trust. The Portfolio has engaged Boston Management and
Research (BMR), a subsidiary of EVM, to render investment advisory services.
See Note 2 of the Portfolio's Notes to Financial Statements which are included
elsewhere in this report.
  Except as to Trustees of the Trust and the Portfolio who are not members of
EVM's or BMR's organization, officers and Trustees receive remuneration for
their services to the Trust out of such investment adviser fee. Certain of the
officers and Trustees of the Trust and Portfolio are officers and/or
directors/trustees of the above organizations (Note 5).
- ------------------------------------------------------------------------------

(5) SERVICE PLAN
The Trust has adopted a service plan (the Plan) designed to meet the
requirements of the sales charge rule of the National Association of
Securities Dealers, Inc. as if such rule were applicable.
  The Service Plan provides that the Trust may make service fee payments to
the Principal Underwriter, Eaton Vance Distributors, Inc. (EVD), a subsidiary
of Eaton Vance Management, Authorized Firms or other persons in amounts not
exceeding 0.25% of the Trust's average daily net assets for any fiscal year.
The Trustees have initially implemented the Plan by authorizing the Trust to
make quarterly service fee payments to the Principal Underwriter and
Authorized Firms in amounts not exceeding 0.15% of the Trust's average daily
net assets for each fiscal year. The Trust paid or accrued service fees to or
payable to EVD for the six months ended June 30, 1996, in the amount of
$553,512. Service fee payments are made for personal services and/or the
maintenance of shareholder accounts.
  Certain of the officers and Trustees of the Trust are officers or directors
of EVD.
- ------------------------------------------------------------------------------

(6) EARLY WITHDRAWAL CHARGE
Eaton Vance Distributors, Inc. (EVD), a subsidiary of Eaton Vance Management,
serves as the Trust's principal underwriter. EVD compensates authorized firms
at a rate of 1% of the purchase price of shares purchased through such firms
consisting of 0.85% of sales commissions and 0.15% service fee (for the first
year's service). EVD also pays additional compensation to each firm equal to
0.60% per annum of the value of Trust shares sold by such firm that are
outstanding for more than one year. A 1% early withdrawal charge to recover
distribution expenses will be charged to tendering shareholders and paid to
EVD in connection with most shares held for less than one year which are
accepted by the Trust for repurchase pursuant to tender offers. The early
withdrawal charge will be imposed on those shares accepted for tender, the
value of which exceeds the aggregate value at the time the tender is accepted
of: (a) all shares in the account purchased more than one year prior to such
acceptance, (b) all shares in the account acquired through reinvestment of
distributions, and (c) the increase, if any, in value of all other shares in
the account (namely those purchased within the one year preceding the
acceptance) over the purchase price of such shares. In determining whether an
early withdrawal charge is payable, it is assumed that the acceptance of a
repurchase offer would be made from the earliest purchase of shares. The total
early withdrawal charges received by EVD for the six months ended June 30,
1996 amounted to approximately $256,700.

- ------------------------------------------------------------------------------
(7) INVESTMENT TRANSACTIONS
Increases and decreases in the Trust's investment in the Portfolio for the six
months ended June 30, 1996 aggregated $489,191,866 and $46,935,083,
respectively.

<PAGE>

                            SENIOR DEBT PORTFOLIO
                           PORTFOLIO OF INVESTMENTS
                                JUNE 30, 1996
                     (EXPRESSED IN UNITED STATES DOLLARS)
- --------------------------------------------------------------------------------
               SENIOR, SECURED, FLOATING-RATE INTERESTS - 85.3%
- --------------------------------------------------------------------------------
PRINCIPAL
AMOUNT             BORROWER/BUSINESS DESCRIPTION               VALUE
- --------------------------------------------------------------------------------
                   AEROSPACE/DEFENSE - 2.7%
                   FIBERITE, INC.
$   9,432,143         Term loan, maturing December 31, 2001    $    9,432,143
                      Manufactures composite materials
                        for the aerospace industry
                   HOWMET CORPORATION                                        
   14,896,804         Term loan, maturing November 20, 2002        14,896,804
    8,082,727         Term loan, maturing May 20, 2003              8,082,727
                      Manufactures and refurbishes airfoils
                        for turbine engines
                   SHARED TECHNOLOGY FAIRCHILD
                     COMMUNICATIONS, INC.
    4,825,000         Term loan, maturing March 30, 2001            4,825,000
                      Aerospace and specialty fasteners,
                        and plastics industry tooling systems
                   TRACOR, INC.                                              
   10,970,667         Term loan, maturing October 31, 2000         10,970,667
   10,971,053         Term loan, maturing April 30, 2001           10,971,053
                      Technical services to defense companies
                   TRANSTECHNOLOGY CORPORATION                               
    7,500,000         Term loan, maturing June 30, 2002             7,500,000
                      Aerospace and specialty fasteners,
                       rescue winches, and hoists
                                                               --------------
                                                               $   66,678,394
                   AUTOMOTIVE - 1.4%                           --------------
                   CAMBRIDGE INDUSTRIES, INC.                                
$   7,583,656         Term loan, maturing May 17, 2002         $    7,583,656
    8,531,440         Term loan, maturing November 17, 2003         8,531,440
    3,791,790         Term loan, maturing May 17, 2004              3,791,790
                      Original equipment manufacturer of
                      plastic auto parts
                   SCHRADER, INC.
    2,925,000         Term loan, maturing February 28, 2001         2,925,000
    2,989,286         Term loan, maturing November 30, 2002         2,989,286
                      Produces tire valves and accessories,
                        and pneumatic connectors
                   STANADYNE AUTOMOTIVE CORP.
    7,406,250         Term loan, maturing December 31, 2001         7,406,250
                      Auto and light truck fuel injection
                        equipment
                                                               --------------
                                                               $   33,227,422
                   BROADCAST MEDIA - 9.2%                      --------------
                   BENEDEK BROADCASTING CORPORATION, INC.
$   7,000,000         Term loan, maturing May 1, 2001          $    7,000,000
    7,000,000         Term loan, maturing November 1, 2002          7,000,000
                      Broadcast television operator
                   CABLEVISION OF CLEVELAND, G.P., INC.
   12,000,000         Term loan, maturing December 31, 2005        12,000,000
                      Cable television provider                              
                   CHANCELLOR RADIO BROADCASTING COMPANY
    5,982,857         Term loan, maturing September 1, 2003         5,982,857
                      Radio broadcasting                                     
                   CHARTER COMMUNICATIONS ENTERTAINMENT I, L.P.
    5,000,000         Term loan, maturing December 31, 2003         5,000,000
                      Cable television provider
                   CHARTER COMMUNICATIONS ENTERTAINMENT II, L.P.
   10,000,000         Term loan, maturing September 30, 2004       10,000,000
                      Cable television provider                              
                   CHELSEA COMMUNICATIONS, INC.                              
   10,000,000         Term loan, maturing December 31, 2004        10,000,000
                      Cable television provider                              
                   CLASSIC CABLE, INC.                                       
    3,529,412         Term loan, maturing June 30,2004              3,529,412
   11,470,588         Term loan, maturing June 30, 2005            11,470,588
                      Cable television provider                              
                   COAXIAL COMMUNICATIONS, INC.                              
   21,814,844         Term loan, maturing December 31, 1999        21,814,844
                      Midwest cable television provider
                   ELLIS COMMUNICATIONS, INC.
   10,086,383         Term loan, maturing March 31, 2003           10,086,383
                      Broadcast television operator                          
                   FALCON CABLE MEDIA                                        
   22,000,000         Term loan, maturing June 15, 2003            22,000,000
                      Cable television provider                              
                   MARCUS CABLE OPERATING COMPANY, L.P.
      500,000         Revolving loan, maturing December 31, 2002      500,000
   20,062,500         Term loan, maturing December 31, 2002        20,062,500
   28,000,000         Term loan, maturing April 30,2004            28,000,000
                      Cable television provider                              
                   NORTHLAND CABLE TELEVISION, INC.                          
    7,009,505         Term loan, maturing March 31, 2002            7,009,505
    3,500,000         Term loan, maturing September 30, 2003        3,500,000
                      Cable television provider                              
                   SINCLAIR BROADCASTING GROUP, INC.                         
   20,000,000         Term loan, maturing November 30, 2003        20,000,000
                      Broadcast television operator                          
                   SULLIVAN BROADCASTING COMPANY, INC.                       
   17,563,830         Term loan, maturing December 31, 2003        17,563,830
                      Broadcast television operator                          
                                                               --------------
                                                               $  222,519,919
                   BUILDING MATERIALS - 1.8%                   --------------
                   NATIONAL GYPSUM COMPANY                                   
$  45,000,000         Term loan, maturing September 20, 2003   $   45,000,000
                      Produces and supplies gypsum wallboard   --------------

                   CHEMICALS - 3.0%                                          
                   FREEDOM CHEMICAL COMPANY                                  
$  13,034,902         Term loan, maturing June 30,2002         $   13,034,902
                      Organic dyes, pigments,textile
                        chemicals, and other specialty
                        chemicals
                   HARRIS SPECIALTY CHEMICALS, INC.                          
    1,479,184         Term loan, maturing December 31, 1999         1,479,184
    5,624,331         Term loan, maturing December 31, 2001         5,624,331
    5,260,783         Term loan, maturing December 31, 2002         5,260,783
                      Construction chemicals                                 
                   INDSPEC CHEMICAL CORP.                                    
    6,152,478         Term loan, maturing December 2, 2000          6,152,478
                      Resorcinol and other specialty                         
                        chemical products                                      
                   LILLY INDUSTRIES, INC.                                    
   20,000,000         Term loan, maturing November 30, 2003        20,000,000
                      Housing paints and industrial                          
                        and specialty coatings
                   POLYMER GROUP, INC.                                       
   20,000,000         Term loan, maturing March 31, 2002           20,000,000
                      Produces nonwoven fabrics                              
                                                               --------------
                                                               $   71,551,678
                   COMMERCIAL SERVICES - 4.5%                  --------------
                   ADVO, INC.                                                
$  14,000,000         Term loan, maturing March 31, 2004       $   14,000,000
                      Shared advertising distributor                         
                   AVIALL, INC.                                              
    2,957,888         Term loan, maturing November 30, 2000         2,957,888
                      Turbine engine repair and                              
                        parts distribution                                     
                   BORG-WARNER SECURITY CORPORATION                          
    5,000,000         Term loan, maturing December 31, 1998         5,000,000
                      Provides security and alarm services
                   ELLER MEDIA COMPANY                                       
   10,000,000         Term loan, maturing June 30, 2002            10,000,000
   31,903,409         Term loan, maturing December 21, 2003        31,903,409
                      Outdoor advertising                                    
                   HOSIERY CORPORATION OF AMERICA, INC.                       
    3,045,886         Term loan, maturing October 17, 1999          3,045,886
    4,550,000         Term loan, maturing July 31, 2001             4,550,000
                      Women's hosiery                                        
                   IRON MOUNTAIN INFORMATION SERVICES, INC.
    4,443,750         Term loan, maturing October 31, 2002          4,443,750
                      Document archive services                              
                   NBC MERGER SUB, INC.                                      
    7,480,000         Term loan, maturing August 31, 2003           7,480,000
                      Used college textbook wholesaler
                   PSI ACQUISITION CORPORATION                               
    2,456,358         Term loan, maturing December 31, 1998         2,456,358
   12,750,000         Term loan, maturing December 31, 2000        12,750,000
                      Diversified consulting services
                   SELECT BEVERAGES, INC.                                    
    4,000,000         Term loan, maturing June 30, 2001             4,000,000
    6,000,000         Term loan, maturing June 30, 2002             6,000,000
                      Soft drink bottler                                     
                                                               --------------
                                                               $  108,587,291
                   COMMUNICATION EQUIPMENT - 1.2%              --------------
                   COMMUNICATIONS & POWER INDUSTRIES, INC.
$   1,958,333         Term loan, maturing August 11, 2000      $    1,958,333
    5,633,333         Term loan, maturing August 12, 2002           5,633,333
                      Microwave, electronic, and radio
                        frequency components
                   DICTAPHONE ACQUISITION INC.                               
   14,000,000         Term loan, maturing June 30, 2002            14,000,000
                      Manufactures, markets, and                             
                        services communication systems                         
                   K-TEC HOLDINGS, INC.                                      
    3,485,634         Term loan, maturing January 31, 2003          3,485,634
    3,983,824         Term loan, maturing January 31, 2004          3,983,824
                      Manufactures and services                              
                       telephone, television, and                             
                       wireless communications equipment
                                                               --------------
                                                               $   29,061,124
                   CONGLOMERATES - 3.7%                        --------------
                   FENWAY HOLDINGS, L.L.C.                                   
$   8,518,818         Term loan, maturing September 15, 2002   $    8,518,818
                      Manufactures and distributes billiard
                        tables, dart machines, wood mouldings,
                        windows, doors, artificial flowers,
                        archery bows, and plastics.
                   SPALDING & EVENFLO COMPANIES, INC.                        
   12,256,944         Term loan, maturing October 13, 2002         12,256,944
                      Sporting goods and infant products
                   WALTER INDUSTRIES, INC.                                   
   20,000,000         Term loan, maturing January 22, 2002         20,000,000
    9,958,333         Term loan, maturing January 22, 2003          9,958,333
                      Homebuilding and financing,                            
                        pipe manufacturing and coal mining
                   WESTINGHOUSE ELECTRIC CORPORATION                         
   38,700,000         Term loan, maturing September 12, 2002       38,700,000
                      Television and radio broadcasting,
                        defense, electronics and other
                        manufacturing                                          
                                                               --------------
                                                               $   89,434,095
                   COMPUTER SYSTEMS - 0.4%                     --------------
                   GENICOM CORPORATION                                       
$   9,937,500         Term loan, maturing December 31, 2002    $    9,937,500
                      Produces computer printers and           --------------
                      supplies, and provides multivendor
                        servicing
                   CONTAINERS - METAL & GLASS - 2.4%                         
                   CALMAR, INC.                                              
$   8,507,143         Term loan, maturing September 15, 2003   $    8,507,143
    6,380,357         Term loan, maturing March 15, 2004            6,380,357
                      Plastic sprayers and dispensers
                   SILGAN CORP.                                              
   16,537,847         Term loan, maturing December 31, 2000        16,537,847
   26,870,343         Term loan, maturing March 15, 2002           26,870,343
                      Metal and plastic packaging products
                                                               --------------
                                                               $   58,295,690
                   CONTAINERS - PAPER - 7.6%                   --------------
                   IPC, INC.                                                 
$   8,625,000         Term loan, maturing September 30, 2001   $    8,625,000
                      Plastic and paper packaging products
                   JEFFERSON SMURFIT CORP.                                   
      844,444         Revolving loan, maturing April 30, 2001         844,444
   18,263,307         Term loan, maturing April 30, 2001           18,263,307
   23,738,355         Term loan, maturing April 30, 2002           23,738,355
   11,400,000         Term loan, maturing October 31, 2002         11,400,000
                      Liner board and other paper board
                        products
                   RIC HOLDING, INC.                                         
    5,000,000         Term loan, maturing February 28, 2003         5,000,000
   32,142,857         Term loan, maturing February 28, 2004        32,142,857
   12,857,143         Term loan, maturing August 31, 2004          12,857,143
                      Liner board, lumber and paper                          
                        packaging products                                     
                   STONE CONTAINER CORPORATION                               
   39,467,356         Term loan, maturing April 1, 2000            39,467,356
   30,920,000         Term loan, maturing October 1,2003           30,920,000
                      Commodity pulp, paper and                              
                        packaging products                                     
                                                               --------------
                                                               $  183,258,462
                   COSMETICS - 0.8%                            --------------
                   MARY KAY COSMETICS, INC.                                  
$  10,000,000         Term loan, maturing December 6, 2002     $   10,000,000
                      Cosmetics, skin and hair care,                         
                      and perfume products                                   
                   REVLON CONSUMER PRODUCTS COMPANY                          
   10,000,000         Term loan, maturing March 31, 1999           10,000,000
                      Cosmetics, skin and hair care,                         
                        and perfume products                                   
                                                               --------------
                                                               $   20,000,000
                   ELECTRONICS - INSTRUMENTATION - 0.6%        --------------
                   DETAILS, INC.
$  14,491,525         Term loan, maturing January 31, 2001     $   14,491,525
                      Manufactures prototype printed           --------------
                        circuit boards                                         
                   FOOD WHOLESALERS - 5.4%                                   
                   CATERAIR INTERNATIONAL CORPORATION                        
$   9,049,454         Term loan, maturing September 15, 2001   $    9,049,454
                      Food service to airlines                               
                   FAVORITE BRANDS INTERNATIONAL, INC.                       
      478,710         Revolving loan, maturing September
                        30, 2002                                      478,710
   11,696,774         Term loan, maturing September 30, 2002       11,696,774
                      Manufactures and markets marshmallows
                        and caramels
                   KEEBLER HOLDING CORPORATION                               
   16,547,100         Term loan, maturing July 31, 2003            16,547,100
   11,952,900         Term loan, maturing July 31, 2004            11,952,900
                      Manufactures and distributes                           
                        cookies and crackers                                   
                   RYKOFF-SEXTON, INC.                                       
   10,135,135         Term loan, maturing October 31, 2002         10,135,135
    4,864,865         Term loan, maturing April 30, 2003            4,864,865
                      Manufactures and distributes food products
                   SC INTERNATIONAL SERVICES, INC.                           
   11,283,368         Term loan, maturing September 15, 2002       11,283,368
    2,484,396         Term loan, maturing September 15, 2003        2,484,396
                      Food service to airlines                               
                   SPECIALTY FOODS CORPORATION                               
   34,900,000         Term loan, maturing April 30, 2001           34,900,000
                      Bread and cheese products                              
                   VOLUME SERVICES, INC.                                     
    9,989,300         Term loan, maturing October 31, 2002          9,989,300
    7,491,938         Term loan, maturing October 31, 2003          7,491,938
                      Provides food services for civic centers
                        and sports facilities
                                                               --------------
                                                               $  130,873,940
                   HOUSEHOLD FURNISHINGS - 0.6%                --------------
                   KNOLL, INC.                                               
$   7,057,087         Term loan, maturing August 31, 2003      $    7,057,087
                      Office furniture and accesories
                   SIMMONS COMPANY                                           
    7,000,000         Term loan, maturing March 31, 2003            7,000,000
                      Manufactures bedding                                   
                                                               --------------
                                                               $   14,057,087
                   LEISURE - 6.3%                              --------------
                   AMF GROUP, INC.                                           
$  16,847,222         Term loan, maturing March 31, 2001       $   16,847,222
   17,924,528         Term loan, maturing March 31, 2003           17,924,528
    7,075,472         Term loan, maturing March 31, 2004            7,075,472
                      Manufactures and operates                              
                        bowling equipment and supplies                         
                   AMFAC PARKS, INC.                                         
    8,333,333         Term loan, maturing September 30, 2002        8,333,333
                      Provides lodging, food and beverage
                        services to national and state parks
                   METRO-GOLDWYN-MAYER,INC.                                  
   25,000,000         Term loan, maturing April 15, 1997           25,000,000
                      Film and television production                         
                        and distribution                                       
                   ORION PICTURES CORPORATION                                
   14,437,057         Term loan, maturing December 31, 2000        14,437,057
                      Film production and distribution
                   SIX FLAGS THEME PARKS, INC.                               
   11,730,000         Term loan, maturing June 23, 2003            11,730,000
                      Amusement parks                                        
                   VIACOM, INC.                                              
   50,000,000         Term loan, maturing December 31, 1996        50,000,000
                      Television and motion picture
                        entertainment
                                                               --------------
                                                               $  151,347,612
                   MACHINERY - 1.2%                            --------------
                   MERKLE KORFF INDUSTRIES, INC.                             
$     969,231         Term loan, maturing September 22, 2001   $      969,231
   13,396,306         Term loan, maturing March 15, 2003           13,396,306
    1,995,000         Term loan, maturing June 15, 2003             1,995,000
                      Manufactures fractional horsepower
                        motors
                   NUMATICS, INCORPORATED                                    
    4,861,111         Term loan, maturing January 3, 2002           4,861,111
    7,988,889         Term loan, maturing January 3, 2004           7,988,889
                      Manufactures air valves, cylinders,
                        and air filtration and drying devices
                                                               --------------
                                                               $   29,210,537
                   MANUFACTURING - DIVERSIFIED - 3.3%          --------------
                   IMO INDUSTRIES, INC.                                      
$  10,000,000         Term loan, maturing April 30, 2003       $   10,000,000
                      Manufactures pumps, gears and speed
                        reducers, and elecronic control
                        products and instrumentation.
                   INTERLAKE CORP.                                           
    8,190,048         Term loan, maturing September 27, 1996        8,190,048
                      Engineered materials                                   
                   INTERMETRO INDUSTRIES CORPORATION                         
    3,343,090         Term loan, maturing June 30, 2001             3,343,090
    4,790,179         Term loan, maturing December 31, 2002         4,790,179
                      Shelving                                               
                   INTERNATIONAL WIRE GROUP, INC.                            
    9,969,697         Term loan, maturing September 30, 2002        9,969,697
   19,973,684         Term loan, maturing September 30, 2003       19,973,684
                      Manufactures and markets copper wire
                        and harnesses                              
                   INTESYS TECHNOLOGIES, INC.                                
    4,390,244         Term loan, maturing December 31, 2001         4,390,244
                      Plastic injection molding and                          
                        fabricated battery packs                               
                   JACKSON PRODUCTS, INC.                                    
    7,441,303         Term loan, maturing September 1, 2002         7,441,303
    7,443,750         Term loan, maturing September 1, 2003         7,443,750
                      Manufactures and distributes safety
                        equipment and reflective beads
                   PRECISE TECHNOLOGY, INC.                                  
    5,000,000         Term loan, maturing March 31, 2003            5,000,000
                      Plastic injection molding                              
                                                               --------------
                                                               $   80,541,995
                   MEDICAL PRODUCTS - 0.7%                     --------------
                   GRAPHIC CONTROLS CORPORATION                              
$  15,922,982         Term loan, maturing September 28, 2003   $   15,922,982
                      Recording and monitoring                 --------------
                        devices                                                
                   METALS - 0.4%                                             
                   U.S. SILICA COMPANY                                       
$   5,000,000         Term loan, maturing December 31, 2001    $    5,000,000
    4,000,000         Term loan, maturing December 31, 2003         4,000,000
                      Producer of industrial silica                          
                                                               --------------
                                                               $    9,000,000
                   OFFICE EQUIPMENT - 1.4%                     --------------
                   MAIL-WELL CORPORATION                                     
$   4,375,495         Term loan, maturing July 31, 2003        $    4,375,495
                      Manufactures envelopes                                 
                   SUPREMEX, INC.                                            
    2,174,250         Term loan, maturing July 31, 2003             2,174,250
                      Manufactures envelopes                                 
                   WILLIAMHOUSE-REGENCY OF DELAWARE, INC.
   12,133,333         Term loan, maturing October 31, 2002         12,133,333
    8,400,000         Term loan, maturing October 31, 2003          8,400,000
    7,466,667         Term loan, maturing February 28, 2004         7,466,667
                      Paper-based office products                            
                                                               --------------
                                                               $   34,549,745
                   PAPER AND FOREST PRODUCTS - 4.5%            --------------
                   CROWN PAPER CO.                                           
$  24,812,500         Term loan maturing August 22, 2003       $   24,812,500
                      Manufactures coated groundwood                         
                        and uncoated free paper                                
                   FORT HOWARD CORPORATION                                   
      985,345         Revolving loan, maturing March 8, 2002          985,345
   49,030,771         Term loan, maturing March 8, 2002            49,030,771
    8,921,212         Term loan, maturing December 31, 2002         8,921,212
                      Sanitary tissue paper products                         
                   S.D. WARREN COMPANY                                       
   25,000,000         Term loan, maturing December 20, 2002        25,000,000
                      Major U.S. producer of coated free paper
                                                               --------------
                                                               $  108,749,828
                   PUBLISHING - NEWSPAPERS - 1.8%              --------------
                   AMERICAN MEDIA OPERATIONS, INC.                           
$   4,419,036         Term loan, maturing September 30, 2002   $    4,419,036
                      Weekly periodical publisher                            
                   JOURNAL NEWS, INC.                                        
   23,758,612         Term loan, maturing December 31, 2001        23,758,612
   14,732,827         Term loan, maturing May 1, 2003              14,732,827
                      Suburban newspaper                                     
                                                               --------------
                                                               $   42,910,475
                   RESTAURANTS - 1.1%                          --------------
                   AMERICA'S FAVORITE CHICKEN COMPANY                        
$  14,233,266         Term loan, maturing October 31, 2001     $   14,233,266
                      Church's Fried Chicken and Popeye's
                        restaurants
                   LONG JOHN SILVER'S RESTAURANTS, INC.
   12,723,749         Term loan, maturing December 31, 1996        12,723,749
                      Seafood restaurants                                    
                                                               --------------
                                                               $   26,957,015
                   RETAIL - SPECIALTY - 0.5%                   --------------
                   CAMELOT MUSIC, INC.                                       
$   4,924,057         Term loan, maturing February 28, 2001    $    2,314,307
                      Music stores                                           
                   GRIFFITH CONSUMERS COMPANY                                
   10,541,667         Term loan, maturing December 31, 2002        10,541,667
                      Retail petroleum distributor                           
                                                               --------------
                                                               $   12,855,974
                   RETAIL STORES - DEPARTMENT STORES - 4.0%    --------------
                   FEDERATED DEPARTMENT STORES, INC.                         
$  46,601,589         Term loan, maturing January 31, 2000     $   46,601,589
    3,931,132         Revolving loan, maturing March 31, 2000       3,931,132
                      Retail department store                                
                   KMART CORPORATION                                         
   45,000,000         Term loan, maturing June 6, 1999             45,000,000
                      Retail department store                                
                                                               --------------
                                                               $   95,532,721
                   RETAIL STORES - DRUG STORES - 0.2%          --------------
                   DUANE READE, INC.                                         
$   4,662,500         Term loan, maturing December 31, 1997    $    4,662,500
                      Retail drug stores                       --------------
                   RETAIL STORES - FOOD CHAINS - 7.7%                        
                   DOMINICK'S FINER FOODS, INC.                              
$   3,300,362         Term loan, maturing March 31, 2002       $    3,300,362
    8,181,721         Term loan, maturing March 31, 2003            8,181,721
    9,171,659         Term loan, maturing September 30, 2003        9,171,659
                      Supermarket chain in Chicago                           
                   GRAND UNION COMPANY                                       
   16,628,890         Term loan, maturing June 15, 2002            16,628,890
                      Supermarket chain in the Northeast
                   PATHMARK STORES, INC.                                     
   36,237,037         Term loan, maturing October 31, 1999         36,237,037
                      Supermarket chain in mid-Atlantic states
                   RALPHS GROCERY COMPANY                                    
    2,322,302         Revolving loan, maturing June 15, 2001        2,322,302
   10,651,345         Term loan, maturing June 15, 2001            10,651,345
   16,820,753         Term loan, maturing June 15, 2002            16,820,753
   10,801,910         Term loan, maturing June 15, 2003            10,801,910
    8,508,943         Term loan, maturing June 15, 2004             8,508,943
                      Third largest supermarket chain in
                        Southern California                           
                   SMITH'S FOOD & DRUG CENTERS, INC.                         
    9,466,019         Term loan, maturing August 31, 2002           9,466,019
   13,333,333         Term loan, maturing November 30, 2003        13,333,333
   13,333,333         Term loan, maturing November 30, 2004        13,333,333
   13,333,333         Term loan, maturing August 31, 2005          13,333,333
                      Supermarket and drug store chain
                   STAR MARKET COMPANY, INC.                                 
   10,073,684         Term loan, maturing December 31, 2001        10,073,684
    4,402,632         Term loan, maturing December 31, 2002         4,402,632
                      Supermarket chain in Massachusetts
                                                               --------------
                                                               $  186,567,256
                   STEEL - 0.5%                                --------------
                   UCAR INTERNATIONAL, INC.                                  
$  12,608,383         Term loan, maturing December 31, 2002    $   12,608,383
                      Processing materials for steel           --------------
                      industry                                               

                   TELECOMMUNICATIONS - 5.0%                                 
                   ARCH COMMUNICATIONS ENTERPRISES, INC.
$  10,500,000         Term loan, maturing December 31, 2003    $   10,500,000
                      Paging service provider                                
                   COMCAST CELLULAR COMMUNICATIONS, INC.
   28,316,000         Term loan, maturing September 30, 2004       28,316,000
                      Wireless communications provider
                   WORLDCOM, INC.                                            
   56,656,892         Term loan, maturing December 31, 1996        56,656,892
                      Long distance telecommunications
                        provider                            
                   MOBILEMEDIA COMMUNICATIONS, INC.                          
   13,333,333         Term loan, maturing June 30, 2002            13,333,333
   11,666,667         Term loan, maturing June 30, 2003            11,666,667
                      Paging service provider                                
                                                               --------------
                                                               $  120,472,892
                   TEXTILES - 1.4%                             --------------
                   COLLINS & AIKMAN PRODUCTS COMPANY                         
$  24,841,370         Term loan, maturing December 31, 2002    $   24,841,370
                      Automotive products, residential
                        upholstery fabrics, and wallcoverings
                   LONDON FOG INDUSTRIES, INC.                               
    9,582,314         Term loan, maturing May 31, 2002              6,899,266
    1,971,219         Term loan, maturing May 31, 2002*             1,419,278
                      Outerwear                                              
                                                               --------------
                                                               $   33,159,914
                   TOTAL LOAN INTERESTS (IDENTIFIED            --------------
                     COST, $2,067,857,800)                     $2,062,023,956
                                                               --------------
- -----------------------------------------------------------------------------
                             COMMON STOCKS - 0.1%
- -----------------------------------------------------------------------------
SHARES              SECURITY                                   VALUE
- -----------------------------------------------------------------------------
      806,708       America's Favorite Chicken Company,
                      Common Stock*                            $    2,675,850
    4,380,486       London Fog Industries, Inc.                              
                                                                            0
                                                               --------------
                    TOTAL COMMON STOCKS (IDENTIFIED COST, $0)  $    2,675,850
                                                               --------------
- -----------------------------------------------------------------------------
                    PREFERRED STOCKS - 0.2%
- -----------------------------------------------------------------------------
       54,895       America's Favorite Chicken Company,
                      10% Preferred Stock                      $    5,489,500
    5,845,956       London Fog Industries, Inc.                              
                      17.5% Preferred Stock*                                0
                                                               --------------
                    TOTAL PREFERRED STOCKS (IDENTIFIED COST,
                      $10,014,473)                             $    5,489,500
- -----------------------------------------------------------------------------
                        SHORT-TERM INVESTMENTS - 13.7%         
- -----------------------------------------------------------------------------
PRINCIPAL
AMOUNT              DESCRIPTION
- -----------------------------------------------------------------------------
$  49,300,000       AIG Funding, Inc., 5.47%, 7/1/96           $   49,300,000
   74,860,000       Associates of North America, 5.51%, 7/1/96     74,860,000
   41,000,000       CXC Incorporated, 5.60%, 7/1/96                41,000,000
   31,550,000       Corporate Receivable Corporation,
                      5.55%, 7/1/96                                31,550,000
   95,000,000       Ford Motor Credit Company, 5.37%, 7/3/96       94,971,659
   38,907,000       USAA Capital Corporation, 5.50%,  7/1/96       38,907,000
                                                               --------------
                    TOTAL SHORT-TERM INVESTMENTS, AT
                      AMORTIZED COST                           $  330,588,659
                                                               --------------
                    TOTAL INVESTMENTS (IDENTIFIED              
                    COST, $2,408,460,932) - 99.3%              $2,400,777,965
                    OTHER ASSETS, LESS LIABILITIES - 0.7%          16,154,535
                                                               --------------
                    TOTAL NET ASSETS - 100%                    $2,416,932,500
                                                               ==============

*Non-income producing security.                                
Note: The description of the principal business for each security set forth
above is unaudited.


                      See notes to financial statements

<PAGE>


                       -----------------------------------
                            SENIOR DEBT PORTFOLIO
                              FINANCIAL STATEMENTS
                       STATEMENT OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------
                                  June 30, 1996
                      (Expressed in United States Dollars)
- --------------------------------------------------------------------------------
ASSETS:
  Investments, at value (Note 1A) (identified cost,
    $2,408,460,932)                                              $2,400,777,965 
  Cash                                                                9,673,501 
  Receivable for investments sold                                       174,074 
  Interest receivable                                                14,769,442 
  Deferred organization expenses (Note 1D)                               40,946 
  Prepaid expenses                                                      673,517 
  Other receivables                                                      76,791 
                                                                 -------------- 
      Total assets                                               $2,426,186,236 
LIABILITIES:                                                                    
  Deferred facility fee income (Note 1B)             $9,039,242                 
  Trustees' fees payable                                  6,813                 
  Accrued expenses                                      207,681                 
                                                     ----------                 
      Total liabilities                                               9,253,736 
                                                                 -------------- 
NET ASSETS applicable to investors' interest                                    
 in Portfolio                                                    $2,416,932,500
                                                                 ==============
SOURCES OF NET ASSETS:                                                          
  Net proceeds from capital contributions and                                   
    withdrawals                                                  $2,424,615,467 
  Unrealized depreciation of investments                                        
    (computed on the basis of identified cost)                       (7,682,967)
                                                                 -------------- 
      Total                                                      $2,416,932,500 
                                                                 ============== 


                       See notes to financial statements

<PAGE>

FINANCIAL STATEMENTS (Continued)

<TABLE>
                           STATEMENT OF OPERATIONS
- ------------------------------------------------------------------------------------------
                    For the Six Months Ended June 30, 1996
                     (Expressed in United States Dollars)
- ------------------------------------------------------------------------------------------
<S>                                                          <C>               <C>
INVESTMENT INCOME (NOTE 1B):
  Interest income                                                              $82,401,572
  Facility fees earned                                                           2,410,890
                                                                               -----------
        Total income                                                           $84,812,462
  Expenses --
    Investment advisory fee (Note 2)                         $ 9,318,578
    Compensation of Trustees not members of the Investment
    Adviser's organization (Note 2)                               14,490
    Custodian fee (Note 2)                                       356,712
    Interest expense                                             542,824
    Legal and accounting services                                101,567
    Amoritization of organization expenses (Note 1D)               3,094
    Miscellaneous                                                210,237
                                                             -----------
      Total expenses                                                            10,547,502
                                                                               -----------
        Net investment income                                                  $74,264,960
REALIZED AND UNREALIZED LOSS ON INVESTMENTS:                                   
  Net realized loss on investment transactions               $  (457,941)
  Change in unrealized depreciation of investments            (3,197,610)
                                                             -----------
      Net realized and unrealized loss on investments                           (3,655,551)
                                                                               -----------
          Net increase in net assets from operations                           $70,609,409
                                                                               ===========


                       See notes to financial statements
</TABLE>

<PAGE>

                           STATEMENT OF CASH FLOWS
- ------------------------------------------------------------------------------
                    For the Six Months Ended June 30, 1996
                     (Expressed in United States Dollars)
- ------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH:
CASH FLOWS FROM (FOR) OPERATING ACTIVITIES --
    Purchase of loan interests                                $(1,232,176,097)
    Proceeds from sales and principal repayments                  584,003,007
    Interest received                                              78,675,312
    Facility fees received                                          4,214,132
    Interest paid                                                    (566,098)
    Operating expenses paid                                        (9,696,257)
    Net increase in short-term investments                       (146,823,245)
                                                              ---------------
      Net cash used for operating activities                  $  (722,369,246)
                                                              ---------------
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES --
    Proceeds from capital contributions                       $   868,755,552
    Payments for capital withdrawals                             (143,771,313)
                                                              ---------------
      Net cash provided from financing activities             $   724,984,239
                                                              ---------------
        Net increase in cash                                  $     2,614,993

CASH AT BEGINNING OF PERIOD                                         7,058,508
                                                              ---------------
CASH AT END OF PERIOD                                         $     9,673,501
                                                              ===============
RECONCILIATION OF NET INCREASE IN NET ASSETS FROM
  OPERATIONS TO NET CASH FROM OPERATING ACTIVITIES:
    Net increase in net assets from operations                $    70,609,409
    Decrease in receivable for investments sold                       172,273
    Increase in interest receivable                                (3,726,260)
    Increase in prepaid expenses                                      (17,699)
    Decrease in deferred organization expenses                          3,094
    Increase in other receivables                                     (76,791)
    Increase in deferred facility fee income                        1,803,242
    Increase in accrued expenses and other liabilities                 88,398
    Net increase in investments                                  (791,224,912)
                                                              ---------------
        Net cash used for operating activities                $  (722,369,246)
                                                              =============== 


                       See notes to financial statements

<PAGE>

FINANCIAL STATEMENTS (Continued)

                     STATEMENTS OF CHANGES IN NET ASSETS
- ------------------------------------------------------------------------------
                     (Expressed in United States Dollars)
- ------------------------------------------------------------------------------

                                                SIX MONTHS       YEAR ENDED
                                                   ENDED         DECEMBER 31,
                                               JUNE 30, 1996        1995*
                                              ---------------  ---------------
INCREASE (DECREASE) IN NET ASSETS:
  From operations --
    Net investment income                     $   74,264,960    $   72,119,692
    Net realized gain (loss) on investments         (457,941)        1,214,316
    Change in unrealized appreciation of
      investments                                 (3,197,610)       (1,760,430)
                                              --------------    --------------
      Net increase in net assets from
        operations                            $   70,609,409    $   71,573,578
                                              --------------    --------------
  Capital transactions --
    Contributions                                               
                                              $  868,755,552    $1,684,280,868
    Withdrawals                                 (143,771,313)     (134,615,604)
                                              --------------    --------------
      Increase in net assets from capital                       
        transactions                          $  724,984,239    $1,549,665,264
                                              --------------    --------------
        Net increase in net assets                              
                                              $  795,593,648    $1,621,238,842
NET ASSETS:
  At beginning of period                       1,621,338,852           100,010
                                              --------------    --------------
  At end of period                                              
                                              $2,416,932,500    $1,621,338,852
                                              ==============    ==============

*For the period from the start of business, February 22, 1995, to December 31,
 1995.

- ------------------------------------------------------------------------------
                              SUPPLEMENTARY DATA
- ------------------------------------------------------------------------------

                                            SIX MONTHS       YEAR ENDED
                                               ENDED        DECEMBER 31,
                                           JUNE 30, 1996        1995*
                                          --------------    ------------
RATIOS (to average daily net assets):
  Operating expenses                               0.98%+           1.01%+
  Interest expense                                 0.05%+           0.13%+
  Net investment income                            7.27%+           7.95%+
PORTFOLIO TURNOVER                                   33%               39%

+Annualized.
*For the period from the start of business, February 22, 1995, to December 31,
 1995.


                       See notes to financial statements

<PAGE>


                     -------------------------------------

                         NOTES TO FINANCIAL STATEMENTS

- --------------------------------------------------------------------------------
(1) SIGNIFICANT ACCOUNTING POLICIES
Senior Debt Portfolio (the Portfolio) is registered under the Investment
Company Act of 1940 as a non-diversified 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. Investment operations began on February 22, 1995, with the
acquisition of securities with a value of $583,240,521, including unrealized
depreciation of $2,724,927, in exchange for an interest in the Portfolio by
one of the Portfolio's investors. The following is a summary of significant
accounting policies of the Portfolio. The policies are in conformity with
accounting principles generally accepted in the United States of America.

A. INVESTMENT VALUATION -- The Portfolio's investments in interests in loans
(Loan Interests) are valued at fair value by the Portfolio's investment
adviser, Boston Management and Research, under procedures established by the
Trustees as permitted by Section 2(a)(41) of the Investment Company Act of
1940. Such procedures include the consideration of relevant factors, data and
information relating to fair value, including (i) the characteristics of and
fundamental analytical data relating to the Loan Interest, including the cost,
size, current interest rate, period until next interest rate reset, maturity
and base lending rate of the Loan Interest, the terms and conditions of the
loan and any related agreements and the position of the loan in the borrower's
debt structure; (ii) the nature, adequacy and value of the collateral,
including the Portfolio's rights, remedies and interests with respect to the
collateral; (iii) the creditworthiness of the borrower, based on evaluations
of 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 Loan Interest including price
quotations for and trading in the Loan Interest and interests in similar loans
and the market environment and investor attitudes towards the Loan Interest
and interests in similar loans; (v) the reputation and financial condition of
the agent bank and any intermediate participant in the loan; and (vi) general
economic and market conditions affecting the fair value of the Loan Interest.
Other portfolio securities (other than short-term obligations, but including
listed issues) may be valued on the basis of prices furnished by one or more
pricing services which determine prices for normal, institutional-sized
trading units of such securities using market information, transactions for
comparable securities and various relationships between securities which are
generally recognized by institutional traders. In certain circumstances,
portfolio securities will be valued at the last sales price on the exchange
that is the primary market for such securities, or the last quoted bid price
for those securities for which the over-the-counter market is the primary
market or for listed securities in which there were no sales during the day.
The value of interest rate swaps will be determined in accordance with a
discounted present value formula and then confirmed by obtaining a bank
quotation. Short-term obligations which mature in sixty days or less are
valued at amortized cost, if their original term to maturity when acquired by
the Portfolio was 60 days or less, or are valued at amortized cost using their
value on the 61st day prior to maturity, if their original term to maturity
when acquired by the Portfolio was more than 60 days, unless in each case this
is determined not to represent fair value. Repurchase agreements are valued at
cost plus accrued interest. Other portfolio securities for which there are no
quotations or valuations are valued at fair value as determined in good faith
by or on behalf of the Trustees.

B. INCOME -- Interest income from Loan Interests 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 when required for federal income tax purposes. Facility
fees received are recognized as income over the expected term of the loan.

C. INCOME 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 some of the
Portfolio's investors are regulated investment companies that invest all or
substantially all of their 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, deductions
or credit.

D. DEFERRED ORGANIZATION EXPENSES -- Costs incurred by the Portfolio in
connection with its organization are being amortized on the straight-line
basis over five years.

E. OTHER -- Investment transactions are accounted for on a trade date basis.

F. USE OF ESTIMATES -- The preparation of financial statements in conformity
with generally accepted accounting principles 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.
- ------------------------------------------------------------------------------
(2) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The investment advisory fee is earned by Boston Management and Research (BMR)
as compensation for investment advisory services rendered to the Portfolio.
The fee is computed at the monthly rate of 19/240 of 1% (0.95% per annum) of
the Portfolio's average daily gross assets up to and including $1 billion and
at reduced rates as daily gross assets exceed that level. For the six months
ended June 30, 1996, the effective annual rate, based on average daily gross
assets, was .91% (annualized) and amounted to $9,318,578. 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 advisory fee. Investors Bank & Trust Company (IBT) serves as
custodian of the Portfolio. Prior to November 10, 1995, IBT was an affiliate
of EVM. Pursuant to the custodian agreement, IBT receives a fee reduced by
credits which are determined based on average daily cash balances the
Portfolio maintains with IBT. All significant credit balances are reported as
a reduction of expenses in the statement of operations. Certain of the
officers and Trustees of the Portfolio are officers and directors/trustees of
the above organizations. Trustees of the Portfolio that are not affiliated
with the Investment Advisor 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 six months ended June 30, 1996, no significant
amounts have been deferred.

- ------------------------------------------------------------------------------
(3) INVESTMENTS
The Portfolio invests primarily in Loan Interests. The ability of the issuers
of the Loan Interests 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 Loan Interests for the six months ended
June 30, 1996 aggregated $1,232,176,097 and $583,830,734, respectively.

- ------------------------------------------------------------------------------
(4) SHORT-TERM DEBT AND CREDIT AGREEMENTS
The Portfolio participates with other funds and portfolios managed by BMR and
Eaton Vance Management (EVM) in a $120 million unsecured line of credit
agreement with a bank. The line of credit consists of a $20 million committed
facility and a $100 million discretionary facility. Borrowings will be made by
the Portfolio solely to facilitate the handling of unusual and/or
unanticipated short-term cash requirements. Interest is charged to each
portfolio based on its borrowings at an amount above either the bank's
adjusted certificate of deposit rate, a variable adjusted certificate of
deposit rate, or a federal funds effective rate. In addition, a fee computed
at an annual rate of  1/4 of 1% on the $20 million committed facility and on
the daily unused portion of the $100 million discretionary facility is
allocated among the participating funds and portfolios at the end of each
quarter. The Portfolio did not have any significant borrowings or allocated
fees under this agreement during the period.
  The Portfolio has also entered into a revolving credit agreement, that will
allow the Portfolio to borrow an additional $245 million to support the
issuance of commercial paper and to permit the Portfolio to invest in
accordance with its investment practices. Interest is charged under the
revolving credit agreement at the bank's base rate or at an amount above
either the bank's adjusted Libor rate or adjusted certificate of deposit rate.
Interest expense includes a commitment fee of approximately $320,912 which is
computed at the annual rate of  1/4 of 1% on the unused portion of the
revolving credit agreement. There were no borrowings under this agreement
during the six months ended June 30, 1996. As of June 30, 1996, the Portfolio
had no commercial paper outstanding.

- ------------------------------------------------------------------------------
(5) FEDERAL INCOME TAX BASIS OF INVESTMENT SECURITIES
The cost and unrealized appreciation/depreciation in the value of investments
owned at June 30, 1996, as computed on a federal income tax basis, were as
follows:

Aggregate cost                                   $ 2,408,460,932
                                                 ===============
Gross unrealized appreciation                    $     3,996,833
Gross unrealized depreciation                        (11,679,800)
                                                 ---------------
    Net unrealized depreciation                  $    (7,682,967)
                                                 ===============

<PAGE>

                         INDEPENDENT AUDITORS' REPORT
- ------------------------------------------------------------------------------
TO THE TRUSTEES AND INVESTORS OF
SENIOR DEBT PORTFOLIO:

We have audited the accompanying statement of assets and liabilities,
including the portfolio of investments, of Senior Debt Portfolio as of June
30, 1996, the related statements of operations and cash flows for the six
months then ended, and the statements of changes in net assets and the
supplementary data for the six months ended June 30, 1996 and for the period
from the start of business, February 22, 1995, to December 31, 1995 (all
expressed in United States dollars). 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 auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements and supplementary data are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. Our procedures included
confirmation of securities and Loan Interests owned at June 30, 1996, 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. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such financial statements and supplementary data present
fairly, in all material respects, the financial position of Senior Debt
Portfolio as of June 30, 1996, the results of its operations and its cash
flows, the changes in its net assets, and its supplementary data for the
respective stated periods in conformity with accounting principles generally
accepted in the United States of America.

As discussed in Note 1A, the financial statements include Loan Interests and
certain other securities held by Senior Debt Portfolio valued at $2,070,189,306
(86% of net assets of the Portfolio), which values are fair values determined by
the Portfolio's investment adviser in the absence of actual market values.
Determination of fair value involves subjective judgment, as the actual market
value of a particular Loan Interest or security can be established only by
negotiation between the parties in a sales transaction. We have reviewed the
procedures established by the Trustees and used by the Portfolio's investment
adviser in determining the fair values of such Loan Interests and securities and
have inspected underlying documentation, and in the circumstances, we believe
that the procedures are reasonable and the documentation appropriate.


                                              DELOITTE & TOUCHE


GRAND CAYMAN, CAYMAN ISLANDS
BRITISH WEST INDIES
AUGUST 9, 1996

<PAGE>
<TABLE>
<CAPTION>
                                INVESTMENT MANAGEMENT

<S>                     <C>                              <C>                                 
EV CLASSIC              OFFICERS                         INDEPENDENT TRUSTEES                
SENIOR FLOATING-        JAMES B. HAWKES                  DONALD R. DWIGHT                    
RATE FUND               President and Trustee            President, Dwight Partners, Inc.    
24 Federal Street                                        Chairman, Newspapers of             
Boston, MA 02110        M. DOZIER GARDNER                New England, Inc.                   
                        Vice President and Trustee                                           
                                                         SAMUEL L. HAYES, III                
                        JAMES L. O'CONNOR                Jacob H. Schiff Professor of        
                        Treasurer                        Investment Banking, Harvard         
                                                         University Graduate School of       
                        THOMAS OTIS                      Business Administration             
                        Secretary                                                            
                                                         NORTON H. REAMER                    
                                                         President and Director, United Asset
                                                         Management Corporation              
                                                                                             
                                                         JOHN L. THORNDIKE                   
                                                         Director, Fiduciary Company         
                                                         Incorporated                        
                                                                                             
                                                         JACK L. TREYNOR                     
                                                         Investment Adviser and Consultant   
                                                                                             
                        ---------------------------------------------------------------------
SENIOR DEBT             OFFICERS                         INDEPENDENT TRUSTEES                
PORTFOLIO               JAMES B. HAWKES                  DONALD R. DWIGHT                    
24 Federal Street       President and Trustee            President, Dwight Partners, Inc.    
Boston, MA 02110                                         Chairman, Newspapers of             
                        M. DOZIER GARDNER                New England, Inc.                   
                        Vice President and Trustee                                           
                                                         SAMUEL L. HAYES, III                
                        WILLIAM CHISHOLM                 Jacob H. Schiff Professor of        
                        Vice President                   Investment Banking, Harvard         
                                                         University Graduate School of       
                        RAYMOND O'NEILL                  Business Administration             
                        Vice President                                                       
                                                         NORTON H. REAMER                    
                        MICHEL NORMANDEAU                President and Director, United Asset
                        Vice President                   Management Corporation              
                                                                                             
                        THOMAS OTIS                      JOHN L. THORNDIKE                   
                        Secretary                        Director, Fiduciary Company         
                                                         Incorporated                        
                        JAMES L. O'CONNOR                                                    
                        Treasurer                        JACK L. TREYNOR                     
                                                         Investment Adviser and Consultant   
                        PORTFOLIO MANAGERS                                                   
                        SCOTT H. PAGE                                                        
                        Vice President                                                       
                                                                                             
                        Payson F. Swaffield                                                  
                        Vice President                                                       
</TABLE>                                                 
<PAGE>

                              INVESTMENT ADVISER OF
                              SENIOR DEBT PORTFOLIO
                         Boston Management and Research
                                24 Federal Street
                                Boston, MA 02110

                           ADMINISTRATOR OF EV CLASSIC
                            SENIOR FLOATING-RATE FUND
                             Eaton Vance Management
                                24 Federal Street
                                Boston, MA 02110

                              PRINCIPAL UNDERWRITER
                         Eaton Vance Distributors, Inc.
                                24 Federal Street
                                Boston, MA 02110
                                 (800) 225-6265

                                    CUSTODIAN
                         Investors Bank & Trust Company
                                 89 South Street
                                  P.O. Box 1537
                              Boston, MA 02205-1537

                                 TRANSFER AGENT
                    First Data Investor Services Group, Inc.
                                     BOS725
                                  P.O. Box 1559
                                Boston, MA 02104
                                 (800) 262-1122

                                 BANKING COUNSEL
                              Mayer, Brown & Platt
                               787 Seventh Avenue
                               New York, NY 10019

                                    AUDITORS
                              Deloitte & Touche LLP
                                125 Summer Street
                                Boston, MA 02110


This report must be preceded or accompanied by a current prospectus which
contains more complete information on the Fund, including its distribution plan,
sales charges and expenses. Please read the prospectus carefully before you
invest or send money.

EV CLASSIC
SENIOR FLOATING-RATE FUND
24 FEDERAL STREET
BOSTON, MA 02110

                                                                   C-SFRSRC-8/96


                                     [Logo]
                               {Graphic Omitted]

                                   EV CLASSIC
                              SENIOR FLOATING-RATE
                                      FUND


                         SEMI-ANNUAL SHAREHOLDER REPORT
                                  JUNE 30, 1996




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