UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number

811-09013

 

Eaton Vance Senior Income Trust

(Exact name of registrant as specified in charter)

 

The Eaton Vance Building, 255 State Street, Boston, Massachusetts

 

02109

(Address of principal executive offices)

 

(Zip code)

 

Maureen A. Gemma
The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:

(617) 482-8260

 

 

Date of fiscal year end:

June 30

 

 

Date of reporting period:

June 30, 2008

 

 



 

Item 1. Reports to Stockholders

 



Annual Report June 30, 2008

EATON VANCE
SENIOR
INCOME
TRUST



IMPORTANT NOTICES REGARDING PRIVACY,
DELIVERY OF SHAREHOLDER DOCUMENTS,
PORTFOLIO HOLDINGS, AND PROXY VOTING

Privacy. The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy ("Privacy Policy") with respect to nonpublic personal information about its customers:

•  Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions.

•  None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). In the normal course of servicing a customer's account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker/dealers.

•  Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

•  We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Boston Management and Research, and Eaton Vance Distributors, Inc.

In addition, our Privacy Policy only applies to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer's account (i.e., fund shares) is held in the name of a third-party financial adviser/broker-dealer, it is likely that only such adviser's privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures.

For more information about Eaton Vance's Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents. The Securities and Exchange Commission (the "SEC") permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called "householding" and it helps eliminate duplicate mailings to shareholders.

Eaton Vance, or your financial adviser, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial adviser, otherwise.

If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial adviser.

Your instructions that householding not apply to delivery of your Eaton Vance documents will be effective within 30 days of receipt by Eaton Vance or your financial adviser.

Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio (if applicable) will file a schedule of its portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC's website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC's public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).

Proxy Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds' and Portfolios' Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12 month period ended June 30, without charge, upon request, by calling 1-800-262-1122. This description is also available on the SEC's website at www.sec.gov.




 

Eaton Vance Senior Income Trust as of June 30, 2008

MANAGEMENT’s DiscussioN oF Fund performance

 

Scott H. Page, CFA

Co-Portfolio Manager

 

John Redding

Co-Portfolio Manager

 

Economic and Market Conditions

 

·

The price dislocation in credit markets that began in the second half of 2007 worsened during the first quarter of 2008 before rebounding toward the end of the second quarter. What began as a reaction to the unrelated but growing subprime mortgage problem, grew into a substantial market-wide sell-off that affected not just the loan market but other fixed income and equity asset classes as well. This turmoil led to the collapse of Bear Stearns, and the Federal Reserve’s unprecedented action to provide liquidity to the broader market to avert a possible risk of financial market collapse. The impact on the bank loan asset class was significant and unprecedented. Average loan prices, which had fallen about 4-5% by December 2007, declined a further 7-8% by mid-February before recovering somewhat by the end of that month. Along with the tentative return of market confidence, loan prices have generally been rising since mid-March 2008 and, as of June 30, 2008, were up approximately 5-6% from their mid-February bottom. Management is cautiously optimistic that the worst is behind us.

 

 

·

Notwithstanding the market turmoil, management believes that the bank loan asset class fundamentals remain relatively benign. Default rates in the market place have increased to 1.7%, but remain below historical averages of 3%. According to S&P’s Leveraged Commentary & Data, the market expectations are for default rates to reach 5% in 2008 and 2009. While default risks have certainly increased in the past several months due to the weakening economy, management believes they are contained and are already priced into the asset class. Actual realized credit losses from defaulted loans during the year ended June 30, 2008 were minimal.

 

 

Management Discussion

 

 

·

The Trust is a closed-end fund and trades on the New York Stock Exchange under the symbol “EVF.” The Trust’s investment objective is to provide a high level of current income consistent with preservation of capital, by investing primarily in senior loans. In managing the Trust, the investment adviser seeks to invest in a portfolio of senior loans that will be less volatile over time than the general loan market. The Trust may also invest in high yield bonds, and, as discussed on the next page, may employ leverage, which may increase risk.

 

 

·

The Trust’s investments included senior loans to 435 borrowers spanning 39 industries at June 30, 2008, with an average loan size of 0.21% of total investments, and no industry constituting more than 10% of total investments. Health care, business equipment and services, publishing, cable and satellite television and leisure goods/activities/movies were the largest industry weightings. The Trust remained well diversified by industry, market and geography – a strategy management believes may help the Trust weather an economic downturn.

 

 

·

The Trust had an approximate 1.5% exposure to home builders. The Trust did not have any exposure to sub-prime or prime mortgage lenders during year ended June 30, 2008.

 

Eaton Vance Senior Income Trust

Total Return Performance 6/30/07 – 6/30/08

 

NYSE Symbol

 

 

 

EVF

 

At Market(1)

 

 

 

-16.01

%

At Net Asset Value(1)

 

 

 

-7.58

%

S&P/LSTA Leveraged Loan Index(2)

 

 

 

-2.43

%

Total Distributions per common share

 

 

 

$

0.605

 

Distribution Rate(3)

 

At Market

 

7.79

%

 

 

At NAV

 

6.90

%

 

 

 

 

 

 

Please refer to page 3 for additional performance information.

 

 

 

 

 

 


(1)

Performance results reflect the effect of leverage resulting from the Trust’s issuance of Auction Preferred Shares and its participation in a commercial paper program.

 

 

(2)

It is not possible to invest directly in an Index. The Index’s total return reflects changes in value of the loans constituting the Index and accrual of interest and does not reflect the commissions or expenses that would have been incurred if an investor individually purchased or sold the loans represented in the Index. Unlike the Trust, the Index’s return does not reflect the effect of leverage.

 

 

(3)

The Distribution Rate is based on the Trust’s most recent monthly distribution per share (annualized) divided by the Trust’s NAV or market price at the end of the period. The Trust’s monthly distributions may be comprised of ordinary income, net realized capital gains and return of capital.

 

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or share price (as applicable) with all distributions reinvested. The Trust’s performance at market share price will differ from its results at NAV. Although share price performance generally reflects investment results over time, during shorter periods, returns at share price can also be affected by factors such as changing perceptions about the Trust, market conditions, fluctuations in supply and demand for the Trust’s shares, or changes in Trust distributions. Investment return and principal value will fluctuate so that shares, when sold, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Trust’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

 

Trust shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.

 

1



 

·

The Trust’s net asset value declined from November 2007 through February 2008, as the dimensions of the credit crises widened, before rebounding from March through May 2008, reflecting conditions in the broader market. The Trust underperformed its benchmark during the period primarily due to the use of leverage. Unlike the Trust, the Index’s return does not reflect the effect of leverage.

 

 

·

As of June 30, 2008, the Trust had leverage in the amount of approximately 44.1% of the Trust’s total assets. The Trust employs leverage though the issuance of Auction Preferred Shares (“APS”) and debt financing.(1) Use of financial leverage creates an opportunity for increased income but, at the same time, creates special risks (including the likelihood of greater volatility of net asset value and market price of common shares). The cost of the Trust’s APS rises and falls with changes in short-term interest rates. Such increases/decreases in cost of the Trust’s APS may be offset by increased/decreased income from the Trust’s senior loan investments.

 

 

·

As has been widely reported since mid-February 2008, the normal functioning of the auction market in the U.S. for certain types of “auction rate securities” has been disrupted by an imbalance between buy and sell orders. Consistent with patterns in the broader market for auction rate securities, the Trust has, since mid-February, experienced unsuccessful APS auctions. In the event of an unsuccessful auction, the affected APS shares remain outstanding, and the dividend rate reverts to the specified maximum payable rate specified by the Trust’s By-Laws.

 

 


(1)

In the event of a rise in long-term interest rates or a decline in bank loan prices due to market conditions, the value of the Trust’s investment portfolio could decline, which would reduce the asset coverage for its Auction Preferred Shares and debt financing.

 

Portfolio Composition

 

Top Ten Holdings(2)

By total investments

 

SunGard Data Systems, Inc.

 

1.3

%

Charter Communications Operating, Inc.

 

1.1

 

HCA, Inc.

 

1.1

 

Idearc, Inc.

 

1.0

 

Georgia-Pacific Corp.

 

0.9

 

Univision Communications, Inc.

 

0.9

 

Community Health Systems, Inc.

 

0.8

 

WMG Acquisition Corp.

 

0.8

 

Harrah’s Operating Co.

 

0.8

 

TXU Texas Competitive Electric Holdings Co., LLC

 

0.7

 

 


(2) Reflects the Trust’s investments as of 6/30/08. Holdings are shown as a percentage of the Trust’s total investments.

 

Top Five Industries(3)

By total investments

 

Health Care

 

9.1

%

Business Equipment and Services

 

6.7

 

Publishing

 

6.4

 

Cable and Satellite Television

 

6.2

 

Leisure Goods/Activities/Movies

 

5.4

 

 


(3) Reflects the Trust’s investments as of 6/30/08. Industries are shown as a percentage of the Trust’s total investments.

 

Credit Quality Ratings for

Total Loan Investments(4)

By total loan investments

 

Baa

 

1.1

%

Ba

 

52.0

 

B

 

31.3

 

Caa

 

3.2

 

Non-Rated (5)

 

12.4

 

 


(4)

Credit Quality ratings are those provided by Moody’s Investors Service, Inc., a nationally recognized bond rating service. As a percentage of the Trust’s total loan investments as of 6/30/08.

 

 

(5)

Certain loans in which the Trust invests are not rated by a rating agency. In management’s opinion, such securities are comparable to securities rated by a rating agency in the categories listed above.

 

The views expressed throughout this report are those of the portfolio managers and are current only through the end of the period of the report as stated on the cover. These views are subject to change at any time based upon market or other conditions, and the investment adviser disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund are based on many factors, may not be relied on as an indication of trading intent on behalf of any Eaton Vance fund. Portfolio information provided in the report may not be representative of the Trust’s current or future investments and may change due to active management.

 

2



 

Eaton Vance Senior Income Trust as of June 30, 2008

FuND pERFoRMANcE

 

Trust Performance(1)

 

New York Stock Exchange Symbol

 

EVF

 

 

 

 

 

Average Annual Total Return (by share price, NYSE)

 

 

 

One Year

 

-16.01

%

Five Years

 

0.71

 

Life of Trust (10/30/98)

 

3.17

 

 

 

 

 

Average Annual Total Return (at net asset value)

 

 

 

One Year

 

-7.58

%

Five Years

 

4.20

 

Life of Trust (10/30/98)

 

4.48

 

 


(1)

Performance results reflect the effect of leverage resulting from the Trust issuance of Auction Preferred Shares and its participation in a commercial paper program. In the event of a rise in long-term interest rates or a decline in bank loan prices due to market conditions, the value of the Trust’s investment portfolio could decline, which would reduce the asset coverage for its Auction Preferred Shares and debt financing.

 

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or share price (as applicable) with all distributions reinvested. The Trust’s performance at market share price will differ from its results at NAV. Although share price performance generally reflects investment results over time, during shorter periods, returns at share price can also be affected by factors such as changing perceptions about the Trust, market conditions, fluctuations in supply and demand for the Trust’s shares, or changes in Trust distributions. Investment return and principal value will fluctuate so that shares, when sold, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Trust’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www. eatonvance.com.

 

3



Eaton Vance Senior Income Trust as of June 30, 2008

PORTFOLIO OF INVESTMENTS

Senior Floating-Rate Interests — 160.3%(1)      
Principal
Amount*
  Borrower/Tranche Description   Value  
Aerospace and Defense — 3.2%      
ACTS Aero Technical Support & Service, Inc.      
  375,547     Term Loan, 5.96%, Maturing October 5, 2014   $ 300,438    
Colt Defense, LLC      
  491,944     Term Loan, 5.73%, Maturing July 9, 2014     464,887    
DAE Aviation Holdings, Inc.      
  222,606     Term Loan, 6.58%, Maturing July 31, 2014     215,650    
  220,556     Term Loan, 6.65%, Maturing July 31, 2014     213,663    
Evergreen International Aviation      
  947,337     Term Loan, 9.00%, Maturing October 31, 2011     857,340    
Hawker Beechcraft Acquisition      
  89,281     Term Loan, 4.80%, Maturing March 26, 2014     84,133    
  1,528,192     Term Loan, 4.80%, Maturing March 26, 2014     1,440,083    
Hexcel Corp.      
  252,581     Term Loan, 4.88%, Maturing March 1, 2012     248,792    
IAP Worldwide Services, Inc.      
  474,161     Term Loan, 8.25%, Maturing December 30, 2012     389,405    
Spirit AeroSystems, Inc.      
  622,916     Term Loan, 4.57%, Maturing December 31, 2011     606,175    
TransDigm, Inc.      
  1,375,000     Term Loan, 4.80%, Maturing June 23, 2013     1,336,973    
Vought Aircraft Industries, Inc.      
  1,097,612     Term Loan, 4.99%, Maturing December 17, 2011     1,068,113    
  500,000     Term Loan, 7.50%, Maturing December 22, 2011     490,937    
Wesco Aircraft Hardware Corp.      
  972,500     Term Loan, 5.06%, Maturing September 29, 2013     946,061    
            $ 8,662,650    
Air Transport — 1.2%      
Airport Development and Investment, Ltd.      
GBP 982,900     Term Loan — Second Lien, 9.94%,
Maturing April 7, 2011
  $ 1,733,338    
Delta Air Lines, Inc.      
  1,142,241     Term Loan — Second Lien, 6.15%,
Maturing April 30, 2014
    761,018    
Northwest Airlines, Inc.      
  1,138,500     DIP Loan, 4.48%, Maturing August 21, 2008     861,465    
            $ 3,355,821    
Automotive — 5.2%      
Accuride Corp.      
  862,448     Term Loan, 6.03%, Maturing January 31, 2012   $ 829,387    

 

Principal
Amount*
  Borrower/Tranche Description   Value  
Automotive (continued)      
Adesa, Inc.      
  2,202,750     Term Loan, 5.06%, Maturing October 18, 2013   $ 1,997,619    
Affina Group, Inc.      
  284,032     Term Loan, 5.90%, Maturing November 30, 2011     264,150    
Allison Transmission, Inc.      
  1,588,000     Term Loan, 5.33%, Maturing September 30, 2014     1,421,260    
AxleTech International Holding, Inc.      
  925,000     Term Loan — Second Lien, 9.19%,
Maturing April 21, 2013
    913,437    
Chrysler Financial      
  473,807     Term Loan, 6.78%, Maturing August 1, 2014     392,430    
CSA Acquisition Corp.      
  178,107     Term Loan, 5.31%, Maturing December 23, 2011     166,530    
  445,055     Term Loan, 5.31%, Maturing December 23, 2011     416,126    
Dayco Products, LLC      
  949,862     Term Loan, 7.53%, Maturing June 21, 2011     710,022    
Federal-Mogul Corp.      
  773,057     Term Loan, 4.41%, Maturing December 27, 2014     649,368    
  598,497     Term Loan, 4.41%, Maturing December 27, 2015     502,738    
Ford Motor Co.      
  935,750     Term Loan, 5.48%, Maturing December 15, 2013     757,373    
General Motors Corp.      
  1,757,781     Term Loan, 5.06%, Maturing November 29, 2013     1,476,536    
Goodyear Tire & Rubber Co.      
  1,300,000     Term Loan — Second Lien, 4.54%,
Maturing April 30, 2010
    1,182,187    
HLI Operating Co., Inc.      
EUR 21,818     Term Loan, 4.25%, Maturing May 30, 2014     30,594    
EUR 374,400     Term Loan, 7.47%, Maturing May 30, 2014     524,998    
Keystone Automotive Operations, Inc.      
  453,983     Term Loan, 6.18%, Maturing January 12, 2012     368,861    
LKQ Corp.      
  520,962     Term Loan, 4.73%, Maturing October 12, 2014     516,404    
TriMas Corp.      
  126,563     Term Loan, 5.39%, Maturing August 2, 2011     119,918    
  538,840     Term Loan, 5.16%, Maturing February 28, 2012     510,551    
United Components, Inc.      
  590,152     Term Loan, 4.70%, Maturing June 30, 2010     566,545    
            $ 14,317,034    

 

See notes to financial statements
4



Eaton Vance Senior Income Trust as of June 30, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount*
  Borrower/Tranche Description   Value  
Beverage and Tobacco — 0.3%      
Culligan International Co.      
EUR 500,000     Term Loan — Second Lien, 9.44%,
Maturing May 31, 2013
  $ 413,582    
  493,750     Term Loan, 4.91%, Maturing November 24, 2014     365,375    
            $ 778,957    
Brokers, Dealers and Investment Houses — 0.4%      
AmeriTrade Holding Corp.      
  1,025,427     Term Loan, 3.98%, Maturing December 31, 2012   $ 996,693    
            $ 996,693    
Building and Development — 6.0%      
AIMCO Properties, L.P.      
  2,050,000     Term Loan, 3.98%, Maturing March 23, 2011   $ 1,957,750    
Beacon Sales Acquisition, Inc.      
  368,437     Term Loan, 4.68%, Maturing September 30, 2013     315,935    
Brickman Group Holdings, Inc.      
  790,000     Term Loan, 4.80%, Maturing January 23, 2014     734,700    
Building Materials Corp. of America      
  738,820     Term Loan, 5.69%, Maturing February 22, 2014     659,766    
Capital Automotive (REIT)      
  674,441     Term Loan, 4.21%, Maturing December 16, 2010     653,470    
Epco/Fantome, LLC      
  759,000     Term Loan, 5.11%, Maturing November 23, 2010     673,271    
Hovstone Holdings, LLC      
  327,500     Term Loan, 6.97%, Maturing February 28, 2009     277,229    
LNR Property Corp.      
  1,320,000     Term Loan, 6.03%, Maturing July 3, 2011     1,109,625    
Metroflag BP, LLC      
  300,000     Term Loan — Second Lien, 11.48%,
Maturing January 2, 2009
    243,000    
Mueller Water Products, Inc.      
  1,199,703     Term Loan, 4.56%, Maturing May 24, 2014     1,140,717    
November 2005 Land Investors      
  152,467     Term Loan, 6.48%, Maturing May 9, 2011     116,637    
Panolam Industries Holdings, Inc.      
  662,910     Term Loan, 5.55%, Maturing September 30, 2012     596,619    
Re/Max International, Inc.      
  491,944     Term Loan, 6.23%, Maturing December 17, 2012     445,210    
  493,929     Term Loan, 10.23%, Maturing December 17, 2012     447,005    
Realogy Corp.      
  472,500     Term Loan, 5.46%, Maturing September 1, 2014     403,313    
  1,755,000     Term Loan, 5.48%, Maturing September 1, 2014     1,498,017    
South Edge, LLC      
  421,875     Term Loan, 7.25%, Maturing October 31, 2009     262,617    

 

Principal
Amount*
  Borrower/Tranche Description   Value  
Building and Development (continued)      
Stile Acquisition Corp.      
  558,893     Term Loan, 4.89%, Maturing April 6, 2013   $ 519,071    
  557,940     Term Loan, 4.89%, Maturing April 6, 2013     518,186    
Tousa/Kolter, LLC      
  695,600     Term Loan, 5.00%, Maturing March 31, 2031(4)     330,340    
TRU 2005 RE Holding Co.      
  2,200,000     Term Loan, 5.46%, Maturing December 9, 2008     2,076,250    
United Subcontractors, Inc.      
  450,350     Term Loan — Second Lien, 12.42%,
Maturing June 27, 2013(3)
    225,175    
Wintergames Acquisition ULC      
  1,384,684     Term Loan, 5.89%, Maturing April 24, 2009     1,322,373    
            $ 16,526,276    
Business Equipment and Services — 11.4%      
ACCO Brands Corp.      
  215,250     Term Loan, 4.49%, Maturing August 17, 2012   $ 209,869    
Activant Solutions, Inc.      
  872,359     Term Loan, 4.75%, Maturing May 1, 2013     775,309    
Acxiom Corp.      
  679,333     Term Loan, 4.42%, Maturing September 15, 2012     662,350    
Affiliated Computer Services      
  1,151,500     Term Loan, 4.47%, Maturing March 20, 2013     1,117,854    
  438,750     Term Loan, 4.48%, Maturing March 20, 2013     425,930    
Affinion Group, Inc.      
  1,385,810     Term Loan, 5.17%, Maturing October 17, 2012     1,341,925    
Allied Security Holdings, LLC      
  654,893     Term Loan, 5.49%, Maturing June 30, 2010     625,423    
DynCorp International, LLC      
  570,242     Term Loan, 4.81%, Maturing February 11, 2011     548,858    
Education Management, LLC      
  2,023,340     Term Loan, 4.56%, Maturing June 1, 2013     1,877,492    
Info USA, Inc.      
  316,924     Term Loan, 4.81%, Maturing February 14, 2012     304,247    
iPayment, Inc.      
  482,731     Term Loan, 4.64%, Maturing May 10, 2013     423,596    
ista International GmbH      
EUR 563,126     Term Loan, 7.12%, Maturing May 14, 2015     784,092    
EUR 111,874     Term Loan, 7.12%, Maturing May 14, 2015     155,772    
Kronos, Inc.      
  589,714     Term Loan, 5.05%, Maturing June 11, 2014     544,380    
Language Line, Inc.      
  395,512     Term Loan, 6.06%, Maturing June 11, 2011     371,781    

 

See notes to financial statements
5



Eaton Vance Senior Income Trust as of June 30, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount*
  Borrower/Tranche Description   Value  
Business Equipment and Services (continued)      
Mitchell International, Inc.      
  500,000     Term Loan — Second Lien, 8.06%,
Maturing March 28, 2015
  $ 477,500    
N.E.W. Holdings I, LLC      
  1,040,075     Term Loan, 5.22%, Maturing May 22, 2014     943,218    
Protection One, Inc.      
  1,218,291     Term Loan, 4.74%, Maturing March 31, 2012     1,133,011    
Quantum Corp.      
  181,250     Term Loan, 6.30%, Maturing July 12, 2014     160,406    
Quintiles Transnational Corp.      
  900,000     Term Loan — Second Lien, 6.90%,
Maturing March 31, 2014
    870,750    
Sabre, Inc.      
  2,642,040     Term Loan, 4.73%, Maturing September 30, 2014     2,190,063    
Serena Software, Inc.      
  723,768     Term Loan, 4.68%, Maturing March 10, 2013     664,057    
Sitel (Client Logic)      
  532,364     Term Loan, 6.21%, Maturing January 29, 2014     420,567    
EUR 973,203     Term Loan, 6.97%, Maturing January 29, 2014     1,211,331    
Solera Holdings, LLC      
EUR 420,634     Term Loan, 6.96%, Maturing May 15, 2014     616,338    
SunGard Data Systems, Inc.      
  6,823,274     Term Loan, 4.51%, Maturing February 11, 2013     6,476,993    
TDS Investor Corp.      
  722,578     Term Loan, 4.73%, Maturing August 23, 2013     651,926    
  144,986     Term Loan, 5.05%, Maturing August 23, 2013     130,809    
EUR 527,114     Term Loan, 7.21%, Maturing August 23, 2013     756,269    
Transaction Network Services, Inc.      
  322,534     Term Loan, 4.45%, Maturing May 4, 2012     300,763    
Valassis Communications, Inc.      
  119,039     Term Loan, 4.56%, Maturing March 2, 2014     113,732    
  604,472     Term Loan, 4.56%, Maturing March 2, 2014     577,523    
VWR International, Inc.      
  875,000     Term Loan, 4.98%, Maturing June 28, 2013     806,094    
WAM Acquisition, S.A.      
EUR 153,716     Term Loan, 6.71%, Maturing May 4, 2014     223,721    
EUR 93,087     Term Loan, 6.71%, Maturing May 4, 2014     135,480    
EUR 153,716     Term Loan, 7.21%, Maturing May 4, 2015     223,761    
EUR 93,087     Term Loan, 7.21%, Maturing May 4, 2015     135,504    
West Corp.      
  1,797,682     Term Loan, 5.09%, Maturing October 24, 2013     1,652,262    
            $ 31,040,956    

 

Principal
Amount*
  Borrower/Tranche Description   Value  
Cable and Satellite Television — 10.7%      
Atlantic Broadband Finance, LLC      
  1,736,005     Term Loan, 5.06%, Maturing February 10, 2011   $ 1,681,031    
Bragg Communications, Inc.      
  1,191,000     Term Loan, 5.18%, Maturing August 31, 2014     1,179,090    
Bresnan Broadband Holdings, LLC      
  1,500,000     Term Loan, 5.02%, Maturing March 29, 2014     1,447,500    
  650,000     Term Loan — Second Lien, 7.47%,
Maturing March 29, 2014
    605,719    
Cequel Communications, LLC      
  875,000     Term Loan — Second Lien, 7.37%,
Maturing March 31, 2015
    777,656    
  1,929,246     Term Loan — Second Lien, 8.88%,
Maturing March 31, 2015
    1,709,794    
Charter Communications Operating, Inc.      
  6,078,815     Term Loan, 4.90%, Maturing April 28, 2013     5,351,430    
CSC Holdings, Inc.      
  2,062,724     Term Loan, 4.23%, Maturing March 29, 2013     1,964,320    
CW Media Holdings, Inc.      
  322,563     Term Loan, 6.05%, Maturing February 15, 2015     312,886    
Insight Midwest Holdings, LLC      
  1,940,625     Term Loan, 4.69%, Maturing April 6, 2014     1,870,283    
Mediacom Broadband Group      
  822,661     Term Loan, 4.23%, Maturing January 31, 2015     757,191    
Mediacom Illinois, LLC      
  1,945,375     Term Loan, 4.23%, Maturing January 31, 2015     1,787,313    
NTL Investment Holdings, Ltd.      
  1,203,647     Term Loan, 4.94%, Maturing March 30, 2012     1,157,909    
GBP 294,406     Term Loan, 7.68%, Maturing March 30, 2012     542,091    
GBP 149,698     Term Loan, 7.68%, Maturing March 30, 2012     275,640    
Orion Cable GmbH      
EUR 270,679     Term Loan, 7.63%, Maturing October 31, 2014     399,718    
EUR 270,679     Term Loan, 7.64%, Maturing October 31, 2015     399,718    
ProSiebenSat.1 Media AG      
EUR 858,000     Term Loan, 6.77%, Maturing March 2, 2015     993,831    
EUR 11,076     Term Loan, 6.73%, Maturing June 26, 2015     14,581    
EUR 272,924     Term Loan, 6.73%, Maturing June 26, 2015     359,303    
EUR 858,000     Term Loan, 7.02%, Maturing March 2, 2016     993,831    
EUR 203,006     Term Loan, 7.90%, Maturing March 2, 2017     160,403    
EUR 300,000     Term Loan — Second Lien, 8.15%,
Maturing September 2, 2016
    247,362    
UPC Broadband Holding B.V.      
  3,050,000     Term Loan, 4.21%, Maturing December 31, 2014     2,887,587    
YPSO Holding SA      
EUR 1,000,000     Term Loan, 7.22%, Maturing June 15, 2015     1,308,831    
            $ 29,185,018    

 

See notes to financial statements
6



Eaton Vance Senior Income Trust as of June 30, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount*
  Borrower/Tranche Description   Value  
Chemicals and Plastics — 8.7%      
Brenntag Holding GmbH and Co. KG      
  196,364     Term Loan, 5.79%, Maturing December 23, 2013   $ 184,582    
  803,636     Term Loan, 5.79%, Maturing December 23, 2013     755,418    
  600,000     Term Loan — Second Lien, 7.79%,
Maturing December 23, 2015
    495,000    
Celanese Holdings, LLC      
  2,252,250     Term Loan, 4.19%, Maturing April 2, 2014     2,147,027    
Cognis GmbH      
EUR 401,639     Term Loan, 6.96%, Maturing September 15, 2013     580,913    
EUR 98,361     Term Loan, 6.96%, Maturing September 15, 2013     142,264    
Foamex L.P.      
  1,152,353     Term Loan, 5.95%, Maturing February 12, 2013     982,381    
Georgia Gulf Corp.      
  352,250     Term Loan, 4.95%, Maturing October 3, 2013     340,185    
Hercules, Inc.      
  323,750     Term Loan, 3.98%, Maturing October 8, 2010     317,477    
Hexion Specialty Chemicals, Inc.      
  495,000     Term Loan, 5.06%, Maturing May 5, 2012     446,737    
  2,383,155     Term Loan, 4.94%, Maturing May 5, 2013     2,150,797    
  516,372     Term Loan, 5.06%, Maturing May 5, 2013     466,025    
Huish Detergents, Inc.      
  495,000     Term Loan, 4.81%, Maturing April 26, 2014     449,212    
INEOS Group      
  1,347,500     Term Loan, 4.88%, Maturing December 14, 2013     1,221,172    
  1,347,500     Term Loan, 5.38%, Maturing December 14, 2014     1,221,172    
Innophos, Inc.      
  295,568     Term Loan, 4.81%, Maturing August 10, 2010     291,874    
Invista B.V.      
  1,389,394     Term Loan, 4.30%, Maturing April 29, 2011     1,333,818    
  736,477     Term Loan, 4.30%, Maturing April 29, 2011     707,018    
ISP Chemco, Inc.      
  1,386,000     Term Loan, 4.13%, Maturing June 4, 2014     1,313,235    
Kleopatra      
  450,000     Term Loan, 5.21%, Maturing January 3, 2016     331,312    
EUR 300,000     Term Loan, 7.24%, Maturing January 3, 2016     346,396    
Kranton Polymers, LLC      
  1,239,382     Term Loan, 4.75%, Maturing May 12, 2013     1,174,314    
Lucite International Group Holdings      
  326,542     Term Loan, 5.15%, Maturing July 7, 2013     286,949    
  115,626     Term Loan, 5.15%, Maturing July 7, 2013     101,606    
MacDermid, Inc.      
EUR 403,596     Term Loan, 6.98%, Maturing April 12, 2014     578,656    
Millenium Inorganic Chemicals      
  199,000     Term Loan, 5.05%, Maturing April 30, 2014     172,632    
  500,000     Term Loan — Second Lien, 8.55%,
Maturing October 31, 2014
    365,000    

 

Principal
Amount*
  Borrower/Tranche Description   Value  
Chemicals and Plastics (continued)      
Momentive Performance Material      
  1,123,503     Term Loan, 4.75%, Maturing December 4, 2013   $ 1,032,499    
Mosaic Co.      
  36,691     Term Loan, 4.44%, Maturing December 21, 2012     36,496    
Propex Fabrics, Inc.      
  417,029     Term Loan, 9.00%, Maturing July 31, 2012     264,814    
Rockwood Specialties Group, Inc.      
  2,264,950     Term Loan, 4.40%, Maturing December 10, 2012     2,187,294    
Solo Cup Co.      
  825,164     Term Loan, 6.04%, Maturing February 27, 2011     811,239    
Wellman, Inc.      
  900,000     Term Loan, 6.74%, Maturing February 10, 2009(4)     454,500    
            $ 23,690,014    
Clothing / Textiles — 0.9%      
Hanesbrands, Inc.      
  697,321     Term Loan, 4.64%, Maturing September 5, 2013   $ 676,184    
  450,000     Term Loan — Second Lien, 6.66%,
Maturing March 5, 2014
    447,141    
St. John Knits International, Inc.      
  613,973     Term Loan, 5.38%, Maturing March 23, 2012     574,065    
The William Carter Co.      
  731,441     Term Loan, 4.28%, Maturing July 14, 2012     699,440    
            $ 2,396,830    
Conglomerates — 4.6%      
Amsted Industries, Inc.      
  921,502     Term Loan, 4.72%, Maturing October 15, 2010   $ 903,072    
Blount, Inc.      
  278,080     Term Loan, 4.21%, Maturing August 9, 2010     268,347    
Doncasters (Dunde HoldCo 4 Ltd.)      
  225,253     Term Loan, 4.98%, Maturing July 13, 2015     201,602    
  225,253     Term Loan, 5.48%, Maturing July 13, 2015     201,602    
EUR 417,379     Term Loan — Second Lien, 8.97%,
Maturing November 15, 2016
    555,674    
GenTek, Inc.      
  267,549     Term Loan, 4.76%, Maturing February 25, 2011     251,161    
ISS Holdings A/S      
EUR 122,807     Term Loan, 6.96%, Maturing December 31, 2013     181,275    
EUR 877,193     Term Loan, 6.96%, Maturing December 31, 2013     1,294,819    
Jarden Corp.      
  1,159,998     Term Loan, 4.55%, Maturing January 24, 2012     1,108,925    
  817,027     Term Loan, 4.55%, Maturing January 24, 2012     781,054    
Johnson Diversey, Inc.      
  852,759     Term Loan, 4.78%, Maturing December 16, 2011     825,044    

 

See notes to financial statements
7



Eaton Vance Senior Income Trust as of June 30, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount*
  Borrower/Tranche Description   Value  
Conglomerates (continued)      
Polymer Group, Inc.      
  1,257,439     Term Loan, 5.04%, Maturing November 22, 2012   $ 1,163,131    
RBS Global, Inc.      
  738,750     Term Loan, 4.73%, Maturing July 19, 2013     701,812    
  1,177,459     Term Loan, 5.31%, Maturing July 19, 2013     1,114,171    
RGIS Holdings, LLC      
  108,488     Term Loan, 5.30%, Maturing April 30, 2014     94,836    
  2,169,753     Term Loan, 5.35%, Maturing April 30, 2014     1,896,726    
US Investigations Services, Inc.      
  1,017,293     Term Loan, 5.55%, Maturing February 21, 2015     944,387    
            $ 12,487,638    
Containers and Glass Products — 4.4%      
Berry Plastics Corp.      
  987,500     Term Loan, 4.78%, Maturing April 3, 2015   $ 896,509    
Consolidated Container Co.      
  500,000     Term Loan — Second Lien, 8.13%,
Maturing September 28, 2014
    236,250    
Crown Americas, Inc.      
  343,000     Term Loan, 4.43%, Maturing November 15, 2012     335,282    
Graham Packaging Holdings Co.      
  2,246,563     Term Loan, 4.98%, Maturing October 7, 2011     2,162,316    
Graphic Packaging International, Inc.      
  2,943,839     Term Loan, 4.80%, Maturing May 16, 2014     2,790,865    
  497,500     Term Loan, 5.54%, Maturing May 16, 2014     480,917    
JSG Acquisitions      
  990,000     Term Loan, 4.60%, Maturing December 31, 2013     925,650    
  990,000     Term Loan, 4.85%, Maturing December 13, 2014     925,650    
Kranson Industries, Inc.      
  441,603     Term Loan, 5.06%, Maturing July 31, 2013     410,690    
Owens-Brockway Glass Container      
  837,813     Term Loan, 3.98%, Maturing June 14, 2013     818,962    
Smurfit-Stone Container Corp.      
  345,259     Term Loan, 4.50%, Maturing November 1, 2011     336,100    
  377,453     Term Loan, 4.55%, Maturing November 1, 2011     367,440    
  423,211     Term Loan, 4.64%, Maturing November 1, 2011     411,984    
  826,117     Term Loan, 4.64%, Maturing November 1, 2011     804,202    
            $ 11,902,817    
Cosmetics / Toiletries — 0.6%      
American Safety Razor Co.      
  400,000     Term Loan — Second Lien, 8.80%,
Maturing July 31, 2014
  $ 372,000    

 

Principal
Amount*
  Borrower/Tranche Description   Value  
Cosmetics / Toiletries (continued)      
Bausch & Lomb, Inc.      
  60,000     Term Loan, 6.05%, Maturing April 30, 2015(5)   $ 58,931    
  238,800     Term Loan, 6.05%, Maturing April 30, 2015     234,546    
KIK Custom Products, Inc.      
  525,000     Term Loan — Second Lien, 7.92%,
Maturing November 30, 2014
    222,250    
Prestige Brands, Inc.      
  685,078     Term Loan, 4.75%, Maturing April 7, 2011     674,801    
            $ 1,562,528    
Drugs — 1.5%      
Graceway Pharmaceuticals, LLC      
  457,455     Term Loan, 5.55%, Maturing May 3, 2012   $ 394,555    
  500,000     Term Loan — Second Lien, 9.30%,
Maturing May 3, 2013
    382,500    
  150,000     Term Loan, 11.05%, Maturing November 3, 2013     117,750    
Pharmaceutical Holdings Corp.      
  246,446     Term Loan, 5.74%, Maturing January 30, 2012     237,821    
Stiefel Laboratories, Inc.      
  613,168     Term Loan, 4.97%, Maturing December 28, 2013     596,305    
  801,660     Term Loan, 4.97%, Maturing December 28, 2013     773,602    
Warner Chilcott Corp.      
  1,193,703     Term Loan, 4.71%, Maturing January 18, 2012     1,164,607    
  464,815     Term Loan, 4.80%, Maturing January 18, 2012     453,485    
            $ 4,120,625    
Ecological Services and Equipment — 2.0%      
Allied Waste Industries, Inc.      
  829,561     Term Loan, 4.05%, Maturing January 15, 2012   $ 822,359    
  1,379,669     Term Loan, 4.27%, Maturing January 15, 2012     1,367,692    
Blue Waste B.V. (AVR Acquisition)      
EUR 500,000     Term Loan, 7.05%, Maturing April 1, 2015     745,924    
IESI Corp.      
  441,176     Term Loan, 4.40%, Maturing January 20, 2012     428,492    
Kemble Water Structure, Ltd.      
GBP 750,000     Term Loan, 9.74%, Maturing October 13, 2013     1,364,248    
Sensus Metering Systems, Inc.      
  16,485     Term Loan, 4.48%, Maturing December 17, 2010     15,661    
  639,663     Term Loan, 4.65%, Maturing December 17, 2010     607,680    
            $ 5,352,056    

 

See notes to financial statements
8



Eaton Vance Senior Income Trust as of June 30, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount*
  Borrower/Tranche Description   Value  
Electronics / Electrical — 4.8%      
Aspect Software, Inc.      
  921,440     Term Loan, 5.81%, Maturing July 11, 2011   $ 903,011    
  950,000     Term Loan — Second Lien, 9.75%,
Maturing July 11, 2013
    888,250    
FCI International S.A.S.      
  114,637     Term Loan, 6.85%, Maturing November 1, 2013     107,973    
  110,363     Term Loan, 6.85%, Maturing November 1, 2013     103,948    
  110,363     Term Loan, 6.85%, Maturing November 1, 2013     103,948    
  114,637     Term Loan, 6.85%, Maturing November 1, 2013     107,973    
Freescale Semiconductor, Inc.      
  2,290,125     Term Loan, 4.21%, Maturing December 1, 2013     2,078,288    
Infor Enterprise Solutions Holdings      
  498,741     Term Loan, 5.55%, Maturing July 28, 2012     425,176    
  1,404,273     Term Loan, 6.55%, Maturing July 28, 2012     1,200,654    
  732,664     Term Loan, 6.55%, Maturing July 28, 2012     626,428    
  250,000     Term Loan — Second Lien, 8.30%,
Maturing March 2, 2014
    167,500    
  91,667     Term Loan — Second Lien, 9.05%,
Maturing March 2, 2014
    61,417    
  158,333     Term Loan — Second Lien, 9.05%,
Maturing March 2, 2014
    107,403    
Network Solutions, LLC      
  374,080     Term Loan, 5.18%, Maturing March 7, 2014     312,357    
Open Solutions, Inc.      
  1,185,211     Term Loan, 5.15%, Maturing January 23, 2014     1,072,616    
Sensata Technologies Finance Co.      
  1,859,762     Term Loan, 4.66%, Maturing April 27, 2013     1,728,029    
Spectrum Brands, Inc.      
  32,388     Term Loan, 6.46%, Maturing March 30, 2013     30,931    
  641,404     Term Loan, 6.63%, Maturing March 30, 2013     612,540    
SS&C Technologies, Inc.      
  793,307     Term Loan, 4.78%, Maturing November 23, 2012     752,650    
VeriFone, Inc.      
  383,625     Term Loan, 5.65%, Maturing October 31, 2013     368,280    
Vertafore, Inc.      
  987,562     Term Loan, 5.14%, Maturing January 31, 2012     933,246    
  450,000     Term Loan — Second Lien, 8.64%,
Maturing January 31, 2013
    402,750    
            $ 13,095,368    
Equipment Leasing — 1.0%      
AWAS Capital, Inc.      
  1,069,118     Term Loan — Second Lien, 8.81%,
Maturing March 22, 2013
  $ 930,133    
Maxim Crane Works, L.P.      
  471,438     Term Loan, 4.45%, Maturing June 29, 2014     469,964    

 

Principal
Amount*
  Borrower/Tranche Description   Value  
Equipment Leasing (continued)      
The Hertz Corp.      
  1,195,247     Term Loan, 4.23%, Maturing December 21, 2012   $ 1,133,990    
  216,667     Term Loan, 4.55%, Maturing December 21, 2012     205,563    
            $ 2,739,650    
Farming / Agriculture — 0.3%      
Central Garden & Pet Co.      
  1,099,688     Term Loan, 3.99%, Maturing February 28, 2014   $ 975,973    
            $ 975,973    
Financial Intermediaries — 2.5%      
Citco III, Ltd.      
  1,476,025     Term Loan, 5.13%, Maturing June 30, 2014   $ 1,343,183    
Grosvenor Capital Management      
  1,232,960     Term Loan, 4.55%, Maturing December 5, 2013     1,183,641    
INVESTools, Inc.      
  256,000     Term Loan, 6.06%, Maturing August 13, 2012     232,960    
Jupiter Asset Management Group      
GBP 220,143     Term Loan, 7.92%, Maturing June 30, 2015     379,108    
Lender Processing Services, Inc.      
  450,000     Term Loan, Maturing July 2, 2014(2)     450,563    
LPL Holdings, Inc.      
  1,906,405     Term Loan, 4.67%, Maturing June 28, 2013     1,811,085    
Nuveen Investments, Inc.      
  798,000     Term Loan, 5.48%, Maturing November 2, 2014     747,726    
Oxford Acquisition III, Ltd.      
  458,319     Term Loan, 4.67%, Maturing May 24, 2014     420,889    
RJO Holdings Corp. (RJ O'Brien)      
  248,125     Term Loan, 5.90%, Maturing July 31, 2014     168,725    
            $ 6,737,880    
Food Products — 5.2%      
Acosta, Inc.      
  1,617,431     Term Loan, 4.74%, Maturing July 28, 2013   $ 1,534,538    
Advantage Sales & Marketing, Inc.      
  1,182,533     Term Loan, 4.57%, Maturing March 29, 2013     1,114,538    
Black Lion Beverages III B.V.      
EUR 147,059     Term Loan, 6.98%, Maturing December 31, 2013     217,058    
EUR 852,941     Term Loan, 7.01%, Maturing December 31, 2014     1,258,938    
Dean Foods Co.      
  1,826,875     Term Loan, 4.31%, Maturing April 2, 2014     1,732,221    
Dole Food Company, Inc.      
  88,372     Term Loan, 4.71%, Maturing April 12, 2013     82,338    
  647,878     Term Loan, 4.79%, Maturing April 12, 2013     603,640    
  194,363     Term Loan, 4.87%, Maturing April 12, 2013     181,092    

 

See notes to financial statements
9



Eaton Vance Senior Income Trust as of June 30, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount*
  Borrower/Tranche Description   Value  
Food Products (continued)      
Foodvest Limited      
EUR 483,210     Term Loan, 7.24%, Maturing March 16, 2014   $ 700,311    
EUR 251,739     Term Loan, 7.74%, Maturing March 16, 2015     364,842    
Michael Foods, Inc.      
  959,646     Term Loan, 4.87%, Maturing November 21, 2010     940,453    
Pinnacle Foods Finance, LLC      
  2,004,750     Term Loan, 5.37%, Maturing April 2, 2014     1,873,940    
Provimi Group SA      
  147,236     Term Loan, 4.73%, Maturing June 28, 2015     133,616    
  119,643     Term Loan, 4.73%, Maturing June 28, 2015     108,576    
EUR 266,692     Term Loan, 6.72%, Maturing June 28, 2015     381,319    
EUR 154,749     Term Loan, 6.72%, Maturing June 28, 2015     221,262    
EUR 255,938     Term Loan, 6.72%, Maturing June 28, 2015     365,944    
EUR 348,873     Term Loan, 6.72%, Maturing June 28, 2015     498,822    
EUR 37,419     Term Loan — Second Lien, 6.56%,
Maturing June 28, 2015(5)
    48,491    
  225,701     Term Loan — Second Lien, 6.73%,
Maturing December 28, 2016(5)
    185,639    
EUR 557,956     Term Loan — Second Lien, 8.72%,
Maturing December 28, 2016(5)
    723,050    
Reddy Ice Group, Inc.      
  1,055,000     Term Loan, 4.46%, Maturing August 9, 2012     917,850    
            $ 14,188,478    
Food Service — 2.9%      
AFC Enterprises, Inc.      
  204,484     Term Loan, 5.06%, Maturing May 23, 2009   $ 191,193    
Aramark Corp.      
  1,931,613     Term Loan, 4.68%, Maturing January 26, 2014     1,826,472    
  123,772     Term Loan, 5.21%, Maturing January 26, 2014     117,035    
GBP 493,750     Term Loan, 8.07%, Maturing January 27, 2014     913,852    
Buffets, Inc.      
  525,735     DIP Loan, 11.25%, Maturing January 22, 2009     528,364    
  241,021     Term Loan, 9.73%, Maturing January 22, 2009     144,612    
  24,013     Term Loan, 9.73%, Maturing January 22, 2009     14,408    
  75,154     Term Loan, 9.80%, Maturing May 1, 2013     44,717    
  501,344     Term Loan, 9.73%, Maturing November 1, 2013     298,300    
CBRL Group, Inc.      
  941,920     Term Loan, 4.29%, Maturing April 27, 2013     890,850    
Denny's, Inc.      
  239,750     Term Loan, 4.70%, Maturing March 31, 2012     226,714    
  64,750     Term Loan, 4.70%, Maturing March 31, 2012     61,229    
JRD Holdings, Inc.      
  339,063     Term Loan, 4.95%, Maturing June 26, 2014     318,719    

 

Principal
Amount*
  Borrower/Tranche Description   Value  
Food Service (continued)      
Maine Beverage Co., LLC      
  319,196     Term Loan, 4.45%, Maturing June 30, 2010   $ 306,429    
NPC International, Inc.      
  196,503     Term Loan, 4.49%, Maturing May 3, 2013     181,765    
OSI Restaurant Partners, LLC      
  69,550     Term Loan, 4.60%, Maturing June 14, 2014     59,882    
  818,522     Term Loan, 5.13%, Maturing May 9, 2014     704,748    
QCE Finance, LLC      
  492,462     Term Loan, 4.81%, Maturing May 5, 2013     432,382    
  500,000     Term Loan — Second Lien, 8.55%,
Maturing November 5, 2013
    418,750    
Sagittarius Restaurants, LLC      
  195,500     Term Loan, 9.50%, Maturing March 29, 2013     153,956    
            $ 7,834,377    
Food / Drug Retailers — 3.1%      
General Nutrition Centers, Inc.      
  840,118     Term Loan, 5.01%, Maturing September 16, 2013   $ 774,309    
Iceland Foods Group, Ltd.      
GBP 375,000     Term Loan, 7.77%, Maturing May 2, 2014     715,521    
GBP 375,000     Term Loan, 8.27%, Maturing May 2, 2015     715,521    
GBP 524,301     Term Loan, 14.27%, Maturing May 2, 2016     1,009,526    
Pantry, Inc. (The)      
  442,750     Term Loan, 4.24%, Maturing May 15, 2014     401,796    
  127,458     Term Loan, 4.24%, Maturing May 15, 2014     115,668    
Rite Aid Corp.      
  2,094,750     Term Loan, 4.23%, Maturing June 1, 2014     1,894,004    
Roundy's Supermarkets, Inc.      
  2,150,809     Term Loan, 5.23%, Maturing November 3, 2011     2,070,153    
Supervalu, Inc.      
  718,160     Term Loan, 3.73%, Maturing June 1, 2012     693,384    
            $ 8,389,882    
Forest Products — 2.6%      
Appleton Papers, Inc.      
  717,750     Term Loan, 4.46%, Maturing June 5, 2014   $ 669,900    
Georgia-Pacific Corp.      
  4,631,250     Term Loan, 4.45%, Maturing December 20, 2012     4,380,148    
Newpage Corp.      
  820,875     Term Loan, 6.56%, Maturing December 5, 2014     817,130    
Xerium Technologies, Inc.      
  1,319,543     Term Loan, 8.30%, Maturing May 18, 2012     1,192,537    
            $ 7,059,715    

 

See notes to financial statements
10



Eaton Vance Senior Income Trust as of June 30, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount*
  Borrower/Tranche Description   Value  
Healthcare — 15.6%      
Accellent, Inc.      
  916,500     Term Loan, 5.14%, Maturing November 22, 2012   $ 837,452    
Alliance Imaging, Inc.      
  1,085,778     Term Loan, 5.40%, Maturing December 29, 2011     1,061,348    
American Medical Systems      
  662,981     Term Loan, 4.93%, Maturing July 20, 2012     621,545    
AMN Healthcare, Inc.      
  164,934     Term Loan, 4.55%, Maturing November 2, 2011     161,119    
AMR HoldCo, Inc.      
  1,062,647     Term Loan, 4.69%, Maturing February 10, 2012     1,040,065    
Biomet, Inc.      
  1,488,750     Term Loan, 5.80%, Maturing December 26, 2014     1,461,559    
EUR 645,125     Term Loan, 7.95%, Maturing December 26, 2014     992,287    
Bright Horizons Family Solutions, Inc.      
  475,000     Term Loan, 7.49%, Maturing May 15, 2015     468,914    
Cardinal Health 409, Inc.      
  500,000     Term Loan, Maturing April 10, 2014(2)     430,000    
  816,750     Term Loan, 5.05%, Maturing April 10, 2014     747,668    
Carestream Health, Inc.      
  1,355,894     Term Loan, 4.81%, Maturing April 30, 2013     1,209,006    
  500,000     Term Loan — Second Lien, 8.01%,
Maturing October 30, 2013
    358,334    
Carl Zeiss Vision Holding GmbH      
  630,000     Term Loan, 5.14%, Maturing March 23, 2015     484,706    
Community Health Systems, Inc.      
  206,497     Term Loan, 0.00%, Maturing July 25, 2014(5)     194,931    
  4,036,256     Term Loan, 4.86%, Maturing July 25, 2014     3,810,186    
Concentra, Inc.      
  350,000     Term Loan — Second Lien, 8.30%,
Maturing June 25, 2015
    248,500    
ConMed Corp.      
  259,167     Term Loan, 3.98%, Maturing April 13, 2013     259,491    
CRC Health Corp.      
  270,188     Term Loan, 5.05%, Maturing February 6, 2013     252,963    
  244,397     Term Loan, 5.05%, Maturing February 6, 2013     228,817    
DaVita, Inc.      
  2,715,474     Term Loan, 4.08%, Maturing October 5, 2012     2,614,833    
DJO Finance, LLC      
  447,750     Term Loan, 5.63%, Maturing May 15, 2014     436,556    
Fenwal, Inc.      
  500,000     Term Loan — Second Lien, 7.90%,
Maturing August 28, 2014
    430,000    
Fresenius Medical Care Holdings      
  1,372,957     Term Loan, 4.16%, Maturing March 31, 2013     1,336,059    
Hanger Orthopedic Group, Inc.      
  387,854     Term Loan, 4.49%, Maturing May 30, 2013     376,460    

 

Principal
Amount*
  Borrower/Tranche Description   Value  
Healthcare (continued)      
HCA, Inc.      
  5,590,187     Term Loan, 5.05%, Maturing November 18, 2013   $ 5,258,012    
Health Management Association, Inc.      
  2,493,000     Term Loan, 4.55%, Maturing February 28, 2014     2,323,476    
HealthSouth Corp.      
  1,577,239     Term Loan, 5.29%, Maturing March 10, 2013     1,496,688    
Iasis Healthcare, LLC      
  41,335     Term Loan, 4.47%, Maturing March 14, 2014     39,286    
  155,008     Term Loan, 4.48%, Maturing March 14, 2014     147,322    
  447,986     Term Loan, 4.48%, Maturing March 14, 2014     425,773    
Ikaria Acquisition, Inc.      
  286,758     Term Loan, 4.73%, Maturing March 28, 2013     273,854    
IM U.S. Holdings, LLC      
  350,000     Term Loan — Second Lien, 7.06%,
Maturing June 26, 2015
    334,688    
Invacare Corp.      
  378,400     Term Loan, 5.04%, Maturing February 12, 2013     353,804    
inVentiv Health, Inc.      
  466,714     Term Loan, 4.56%, Maturing July 6, 2014     439,878    
Leiner Health Products, Inc.      
  205,912     Term Loan, 8.50%, Maturing September 10, 2008(5)     203,853    
  421,400     Term Loan, 11.50%, Maturing September 10, 2008(5)     417,186    
  516,275     Term Loan, 8.75%, Maturing May 27, 2011(4)     490,461    
LifeCare Holdings, Inc.      
  437,625     Term Loan, 7.05%, Maturing August 11, 2012     390,216    
LifePoint Hospitals, Inc.      
  1,107,929     Term Loan, 4.27%, Maturing April 15, 2012     1,081,616    
MultiPlan Merger Corp.      
  335,111     Term Loan, 5.00%, Maturing April 12, 2013     317,832    
  717,605     Term Loan, 5.00%, Maturing April 12, 2013     680,604    
Mylan, Inc.      
  323,375     Term Loan, 5.93%, Maturing October 2, 2014     320,748    
National Mentor Holdings, Inc.      
  33,600     Term Loan, 4.44%, Maturing June 29, 2013     29,148    
  555,072     Term Loan, 4.81%, Maturing June 29, 2013     481,525    
National Rental Institutes, Inc.      
  442,610     Term Loan, 5.00%, Maturing March 31, 2013     388,391    
Nyco Holdings      
EUR 492,425     Term Loan, 7.21%, Maturing December 29, 2014     669,370    
EUR 492,425     Term Loan, 7.96%, Maturing December 29, 2015     669,647    
Physiotherapy Associates, Inc.      
  435,500     Term Loan, 6.25%, Maturing June 27, 2013     357,110    
RadNet Management, Inc.      
  295,502     Term Loan, 6.92%, Maturing November 15, 2012     283,681    
  350,000     Term Loan — Second Lien, 11.67%,
Maturing November 15, 2013
    348,250    

 

See notes to financial statements
11



Eaton Vance Senior Income Trust as of June 30, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount*
  Borrower/Tranche Description   Value  
Healthcare (continued)      
ReAble Therapeutics Finance, LLC      
  898,002     Term Loan, 4.81%, Maturing November 16, 2013   $ 857,592    
Renal Advantage, Inc.      
  184,401     Term Loan, 5.28%, Maturing October 5, 2012     173,337    
Select Medical Holdings Corp.      
  1,233,773     Term Loan, 4.68%, Maturing February 24, 2012     1,151,264    
Sunrise Medical Holdings, Inc.      
  253,986     Term Loan, 6.84%, Maturing May 13, 2010     212,891    
Vanguard Health Holding Co., LLC      
  1,605,212     Term Loan, 5.05%, Maturing September 23, 2011     1,553,043    
Viant Holdings, Inc.      
  297,000     Term Loan, 5.05%, Maturing June 25, 2014     267,300    
            $ 42,500,645    
Home Furnishings — 2.0%      
Hunter Fan Co.      
  241,436     Term Loan, 5.18%, Maturing April 16, 2014   $ 192,545    
Interline Brands, Inc.      
  526,217     Term Loan, 4.23%, Maturing June 23, 2013     499,907    
  363,478     Term Loan, 4.23%, Maturing June 23, 2013     345,304    
National Bedding Co., LLC      
  985,000     Term Loan, 4.60%, Maturing August 31, 2011     796,208    
  350,000     Term Loan — Second Lien, 7.48%,
Maturing August 31, 2012
    254,625    
Oreck Corp.      
  674,157     Term Loan, 5.61%, Maturing February 2, 2012(3)     314,157    
Sanitec, Ltd. Oy      
EUR 500,000     Term Loan, 7.88%, Maturing April 7, 2013     674,434    
EUR 500,000     Term Loan, 8.38%, Maturing April 7, 2014     675,222    
Simmons Co.      
  1,494,584     Term Loan, 5.59%, Maturing December 19, 2011     1,391,831    
  500,000     Term Loan, 8.20%, Maturing February 15, 2012     330,000    
            $ 5,474,233    
Industrial Equipment — 3.7%      
Brand Energy and Infrastructure Services, Inc.      
  421,005     Term Loan, 6.08%, Maturing February 7, 2014   $ 399,955    
CEVA Group PLC U.S.      
  553,618     Term Loan, 5.63%, Maturing January 4, 2014     523,169    
  65,789     Term Loan, 5.80%, Maturing January 4, 2014     62,171    
EPD Holdings (Goodyear Engineering Products)      
  40,422     Term Loan, 4.99%, Maturing July 13, 2014     36,531    
  282,242     Term Loan, 5.40%, Maturing July 13, 2014     255,076    
  425,000     Term Loan — Second Lien, 8.65%,
Maturing July 13, 2015
    340,000    

 

Principal
Amount*
  Borrower/Tranche Description   Value  
Industrial Equipment (continued)      
Flowserve Corp.      
  1,068,241     Term Loan, 4.31%, Maturing August 10, 2012   $ 1,037,529    
FR Brand Acquisition Corp.      
  492,811     Term Loan, 5.07%, Maturing February 7, 2014     453,386    
Generac Acquisition Corp.      
  685,340     Term Loan, 5.18%, Maturing November 7, 2013     575,257    
  500,000     Term Loan — Second Lien, 8.68%,
Maturing April 7, 2014
    358,750    
Gleason Corp.      
  306,063     Term Loan, 4.46%, Maturing June 30, 2013     293,821    
  83,902     Term Loan, 4.46%, Maturing June 30, 2013     80,546    
Itron, Inc.      
EUR 256,701     Term Loan, 6.96%, Maturing April 18, 2014     395,093    
Jason, Inc.      
  292,216     Term Loan, 4.98%, Maturing April 30, 2010     262,995    
John Maneely Co.      
  1,482,013     Term Loan, 5.98%, Maturing December 8, 2013     1,389,917    
Kinetek Acquisition Corp.      
  135,000     Term Loan, 5.40%, Maturing July 11, 2014     128,250    
  360,000     Term Loan, 5.40%, Maturing July 11, 2014     342,000    
Polypore, Inc.      
  1,608,750     Term Loan, 4.74%, Maturing July 3, 2014     1,547,416    
Sequa Corp.      
  496,583     Term Loan, 6.03%, Maturing November 30, 2014     474,547    
TFS Acquisition Corp.      
  1,105,312     Term Loan, 6.30%, Maturing August 11, 2013     1,038,994    
            $ 9,995,403    
Insurance — 2.1%      
Alliant Holdings I, Inc.      
  521,063     Term Loan, 5.80%, Maturing August 21, 2014   $ 492,404    
AmWINS Group, Inc.      
  500,000     Term Loan — Second Lien, 7.98%,
Maturing June 8, 2014
    327,500    
Applied Systems, Inc.      
  689,574     Term Loan, 5.31%, Maturing September 26, 2013     655,095    
CCC Information Services Group, Inc.      
  310,139     Term Loan, 5.06%, Maturing February 10, 2013     305,487    
Conseco, Inc.      
  1,869,753     Term Loan, 4.48%, Maturing October 10, 2013     1,631,359    
Crawford & Company      
  656,518     Term Loan, 5.56%, Maturing October 31, 2013     633,540    
Crump Group, Inc.      
  553,310     Term Loan, 5.81%, Maturing August 4, 2014     520,111    
Hub International Holdings, Inc.      
  81,807     Term Loan, 5.30%, Maturing June 13, 2014(5)     76,183    
  363,971     Term Loan, 5.30%, Maturing June 13, 2014     338,948    

 

See notes to financial statements
12



Eaton Vance Senior Income Trust as of June 30, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount*
  Borrower/Tranche Description   Value  
Insurance (continued)      
U.S.I. Holdings Corp.      
  940,500     Term Loan, 5.56%, Maturing May 4, 2014   $ 874,665    
            $ 5,855,292    
Leisure Goods / Activities / Movies — 9.2%      
24 Hour Fitness Worldwide, Inc.      
  879,750     Term Loan, 5.10%, Maturing June 8, 2012   $ 831,364    
AMC Entertainment, Inc.      
  975,000     Term Loan, 4.23%, Maturing January 26, 2013     929,210    
AMF Bowling Worldwide, Inc.      
  500,000     Term Loan — Second Lien, 8.95%,
Maturing December 8, 2013
    387,500    
Bombardier Recreational Products      
  979,747     Term Loan, 5.32%, Maturing June 28, 2013     896,468    
Carmike Cinemas, Inc.      
  428,283     Term Loan, 6.47%, Maturing May 19, 2012     414,096    
Cedar Fair, L.P.      
  2,355,693     Term Loan, 4.48%, Maturing August 30, 2012     2,238,564    
Cinemark, Inc.      
  1,965,000     Term Loan, 4.48%, Maturing October 5, 2013     1,875,756    
Deluxe Entertainment Services      
  698,946     Term Loan, 5.03%, Maturing January 28, 2011     629,051    
  35,433     Term Loan, 5.05%, Maturing January 28, 2011     31,890    
  66,409     Term Loan, 5.05%, Maturing January 28, 2011     59,768    
Easton-Bell Sports, Inc.      
  785,693     Term Loan, 4.39%, Maturing March 16, 2012     718,909    
Mega Blocks, Inc.      
  826,625     Term Loan, 8.25%, Maturing July 26, 2012     723,297    
Metro-Goldwyn-Mayer Holdings, Inc.      
  4,283,838     Term Loan, 6.05%, Maturing April 8, 2012     3,526,516    
National CineMedia, LLC      
  1,900,000     Term Loan, 4.54%, Maturing February 13, 2015     1,744,947    
Regal Cinemas Corp.      
  2,161,500     Term Loan, 4.30%, Maturing November 10, 2010     2,052,824    
Revolution Studios Distribution Co., LLC      
  600,606     Term Loan, 6.24%, Maturing December 21, 2014     558,564    
  450,000     Term Loan, 9.49%, Maturing June 21, 2015     380,250    
Six Flags Theme Parks, Inc.      
  1,683,000     Term Loan, 4.87%, Maturing April 30, 2015     1,491,034    
Southwest Sports Group, LLC      
  600,000     Term Loan, 5.31%, Maturing December 22, 2010     528,000    
Universal City Development Partners, Ltd.      
  934,709     Term Loan, 4.41%, Maturing June 9, 2011     911,341    

 

Principal
Amount*
  Borrower/Tranche Description   Value  
Leisure Goods / Activities / Movies (continued)      
WMG Acquisition Corp.      
  450,000     Revolving Loan, 4.25%, Maturing February 28, 2010(5)   $ 421,875    
  3,492,470     Term Loan, 4.65%, Maturing February 28, 2011     3,314,937    
Zuffa, LLC      
  497,487     Term Loan, 4.56%, Maturing June 20, 2016     426,595    
            $ 25,092,756    
Lodging and Casinos — 6.1%      
Ameristar Casinos, Inc.      
  585,000     Term Loan, 5.02%, Maturing November 10, 2012   $ 567,450    
Bally Technologies, Inc.      
  1,569,922     Term Loan, 7.36%, Maturing September 5, 2009     1,556,186    
Green Valley Ranch Gaming, LLC      
  261,563     Term Loan, 4.70%, Maturing February 16, 2014     224,290    
Harrah's Operating Co.      
  1,995,000     Term Loan, 5.92%, Maturing January 28, 2015     1,826,534    
  1,995,000     Term Loan, 5.92%, Maturing January 28, 2015     1,825,425    
Herbst Gaming, Inc.      
  463,739     Term Loan, 9.75%, Maturing December 2, 2011     356,789    
  533,732     Term Loan, 9.75%, Maturing December 2, 2011     410,640    
Isle of Capri Casinos, Inc.      
  698,823     Term Loan, 4.55%, Maturing November 30, 2013     623,700    
  279,529     Term Loan, 4.55%, Maturing November 30, 2013     249,480    
  210,706     Term Loan, 4.55%, Maturing July 26, 2014     188,055    
LodgeNet Entertainment Corp.      
  936,610     Term Loan, 4.81%, Maturing April 4, 2014     866,950    
New World Gaming Partners, Ltd.      
  538,958     Term Loan, 5.19%, Maturing June 30, 2014     476,641    
  108,333     Term Loan, 5.19%, Maturing June 30, 2014     95,807    
Penn National Gaming, Inc.      
  3,418,337     Term Loan, 4.53%, Maturing October 3, 2012     3,321,011    
Venetian Casino Resort/Las Vegas Sands Inc.      
  460,000     Term Loan, 4.55%, Maturing May 14, 2014     420,101    
  1,821,600     Term Loan, 4.56%, Maturing May 23, 2014     1,663,602    
VML US Finance, LLC      
  241,667     Term Loan, 5.06%, Maturing May 25, 2012     235,361    
  483,333     Term Loan, 5.06%, Maturing May 25, 2013     470,721    
Wimar OpCo, LLC      
  1,342,641     Term Loan, 8.25%, Maturing January 3, 2012     1,299,215    
            $ 16,677,958    
Nonferrous Metals / Minerals — 1.8%      
Alpha Natural Resources, LLC      
  442,937     Term Loan, 4.55%, Maturing October 26, 2012   $ 435,186    

 

See notes to financial statements
13



Eaton Vance Senior Income Trust as of June 30, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount*
  Borrower/Tranche Description   Value  
Nonferrous Metals / Minerals (continued)      
Euramax International, Inc.      
  312,595     Term Loan, 8.00%, Maturing June 28, 2012   $ 281,335    
  334,211     Term Loan — Second Lien, 10.73%,
Maturing June 28, 2013
    232,276    
  165,789     Term Loan — Second Lien, 10.73%,
Maturing June 28, 2013
    115,224    
Magnum Coal Co.      
  100,000     Term Loan, 9.75%, Maturing December 31, 2010     99,375    
  577,500     Term Loan, 9.75%, Maturing December 31, 2010     573,891    
Murray Energy Corp.      
  725,625     Term Loan, 5.50%, Maturing January 28, 2010     696,600    
Neo Material Technologies, Inc.      
  261,231     Term Loan, 6.18%, Maturing August 31, 2009     257,313    
Noranda Aluminum Acquisition      
  196,725     Term Loan, 4.47%, Maturing May 18, 2014     189,717    
Novelis, Inc.      
  332,578     Term Loan, 4.81%, Maturing June 28, 2014     318,305    
  731,672     Term Loan, 4.81%, Maturing June 28, 2014     700,271    
Oxbow Carbon and Mineral Holdings      
  1,113,261     Term Loan, 4.04%, Maturing May 8, 2014     1,053,423    
  99,664     Term Loan, 4.80%, Maturing May 8, 2014     94,307    
            $ 5,047,223    
Oil and Gas — 2.5%      
Atlas Pipeline Partners, L.P.      
  825,000     Term Loan, 5.24%, Maturing July 20, 2014   $ 821,906    
Big West Oil, LLC      
  220,000     Term Loan, 4.48%, Maturing May 1, 2014     206,525    
  176,000     Term Loan, 4.48%, Maturing May 1, 2014     165,220    
Concho Resources, Inc.      
  598,775     Term Loan — Second Lien, 6.73%,
Maturing March 27, 2012
    598,775    
Dresser, Inc.      
  487,212     Term Loan, 5.22%, Maturing May 4, 2014     469,916    
  700,000     Term Loan — Second Lien, 8.47%,
Maturing May 4, 2015
    676,813    
Enterprise GP Holdings, L.P.      
  600,000     Term Loan, 4.85%, Maturing October 31, 2014     592,875    
Hercules Offshore, Inc.      
  372,188     Term Loan, 4.45%, Maturing July 6, 2013     362,262    
Primary Natural Resources, Inc.      
  977,500     Term Loan — Second Lien, 5.00%,
Maturing July 28, 2010
    938,498    

 

Principal
Amount*
  Borrower/Tranche Description   Value  
Oil and Gas (continued)      
Targa Resources, Inc.      
  860,828     Term Loan, 4.65%, Maturing October 31, 2012   $ 840,025    
  395,714     Term Loan, 4.81%, Maturing October 31, 2012     386,150    
Volnay Acquisition Co.      
  708,000     Term Loan, 4.88%, Maturing January 12, 2014     695,832    
            $ 6,754,797    
Publishing — 10.8%      
American Media Operations, Inc.      
  1,958,871     Term Loan, 5.96%, Maturing January 31, 2013   $ 1,814,404    
Aster Zweite Beteiligungs GmbH      
  500,000     Term Loan, 4.88%, Maturing December 31, 2014     438,334    
EUR 236,166     Term Loan, 6.98%, Maturing December 31, 2014     335,580    
CanWest MediaWorks, Ltd.      
  420,750     Term Loan, 4.65%, Maturing July 10, 2014     396,557    
Dex Media West, LLC      
  905,000     Term Loan, 7.00%, Maturing October 24, 2014     883,790    
European Directories, S.A.      
EUR 500,000     Term Loan, Maturing September 4, 2014(2)     788,760    
GateHouse Media Operating, Inc.      
  725,000     Term Loan, 4.65%, Maturing August 28, 2014     514,750    
  325,000     Term Loan, 4.71%, Maturing August 28, 2014     230,750    
  350,000     Term Loan, 4.93%, Maturing August 28, 2014     246,750    
Idearc, Inc.      
  5,927,443     Term Loan, 4.79%, Maturing November 17, 2014     4,756,773    
Laureate Education, Inc.      
  248,183     Term Loan, 0.00%, Maturing August 17, 2014(5)     231,224    
  1,662,669     Term Loan, 5.73%, Maturing August 17, 2014     1,549,054    
Local Insight Regatta Holdings, Inc.      
  850,000     Term Loan, 7.75%, Maturing April 23, 2015     783,063    
MediaNews Group, Inc.      
  514,500     Term Loan, 4.73%, Maturing August 2, 2013     432,180    
Mediannuaire Holding      
EUR 500,000     Term Loan — Second Lien, 8.72%,
Maturing April 10, 2016
    657,054    
Merrill Communications, LLC      
  675,856     Term Loan, 4.94%, Maturing February 9, 2009     577,857    
Nebraska Book Co., Inc.      
  460,956     Term Loan, 5.13%, Maturing March 4, 2011     433,299    
Nelson Education, Ltd.      
  248,125     Term Loan, 5.30%, Maturing July 5, 2014     221,452    
Nielsen Finance, LLC      
  3,659,834     Term Loan, 4.73%, Maturing August 9, 2013     3,419,332    
Philadelphia Newspapers, LLC      
  377,641     Term Loan, 9.50%, Maturing June 29, 2013     260,572    

 

See notes to financial statements
14



Eaton Vance Senior Income Trust as of June 30, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount*
  Borrower/Tranche Description   Value  
Publishing (continued)      
R.H. Donnelley Corp.      
  228,142     Term Loan, 6.75%, Maturing June 30, 2010   $ 224,506    
Reader's Digest Association, Inc. (The)      
  1,752,813     Term Loan, 4.60%, Maturing March 2, 2014     1,532,615    
SGS International, Inc.      
  390,000     Term Loan, 5.31%, Maturing December 30, 2011     362,700    
Source Media, Inc.      
  554,663     Term Loan, 7.81%, Maturing November 8, 2011     514,450    
TL Acquisitions, Inc.      
  1,017,312     Term Loan, 4.98%, Maturing July 5, 2014     926,517    
Trader Media Corp.      
GBP 1,337,188     Term Loan, 7.65%, Maturing March 23, 2015     2,215,452    
Tribune Co.      
  980,000     Term Loan, 5.48%, Maturing May 17, 2009     941,209    
  500,000     Term Loan, Maturing May 17, 2014(2)     369,167    
  1,085,259     Term Loan, 5.48%, Maturing May 17, 2014     820,727    
Xsys US, Inc.      
  600,139     Term Loan, 4.88%, Maturing December 31, 2014     526,122    
EUR 263,834     Term Loan, 6.98%, Maturing December 31, 2014     374,894    
  618,087     Term Loan, 4.88%, Maturing December 31, 2015     541,857    
Yell Group, PLC      
  1,400,000     Term Loan, 4.48%, Maturing February 10, 2013     1,261,000    
            $ 29,582,751    
Radio and Television — 6.5%      
Block Communications, Inc.      
  438,750     Term Loan, 4.80%, Maturing December 22, 2011   $ 421,200    
CMP KC, LLC      
  484,344     Term Loan, 6.50%, Maturing May 3, 2011     366,794    
CMP Susquehanna Corp.      
  708,214     Term Loan, 4.51%, Maturing May 5, 2013     586,047    
Discovery Communications, Inc.      
  1,287,000     Term Loan, 4.80%, Maturing April 30, 2014     1,265,121    
Emmis Operating Co.      
  432,788     Term Loan, 4.78%, Maturing November 2, 2013     383,694    
Entravision Communications Corp.      
  681,500     Term Loan, 4.20%, Maturing September 29, 2013     641,036    
Gray Television, Inc.      
  640,837     Term Loan, 4.19%, Maturing January 19, 2015     576,754    
HIT Entertainment, Inc.      
  585,627     Term Loan, 4.79%, Maturing March 20, 2012     527,064    
NEP II, Inc.      
  320,935     Term Loan, 5.05%, Maturing February 16, 2014     292,051    

 

Principal
Amount*
  Borrower/Tranche Description   Value  
Radio and Television (continued)      
Nexstar Broadcasting, Inc.      
  953,298     Term Loan, 4.55%, Maturing October 1, 2012   $ 891,334    
  902,297     Term Loan, 4.65%, Maturing October 1, 2012     843,648    
NextMedia Operating, Inc.      
  56,591     Term Loan, 6.47%, Maturing November 15, 2012     51,922    
  127,332     Term Loan, 6.48%, Maturing November 15, 2012     116,827    
PanAmSat Corp.      
  435,129     Term Loan, 5.18%, Maturing January 3, 2014     414,460    
  434,998     Term Loan, 5.18%, Maturing January 3, 2014     414,336    
  434,998     Term Loan, 5.18%, Maturing January 3, 2014     414,336    
Paxson Communications Corp.      
  1,350,000     Term Loan, 5.96%, Maturing January 15, 2012     1,093,500    
Raycom TV Broadcasting, LLC      
  775,000     Term Loan, 4.06%, Maturing June 25, 2014     728,500    
SFX Entertainment      
  610,278     Term Loan, 5.24%, Maturing June 21, 2013     579,764    
Sirius Satellite Radio, Inc.      
  248,125     Term Loan, 4.75%, Maturing December 19, 2012     227,655    
Spanish Broadcasting System, Inc.      
  974,811     Term Loan, 4.56%, Maturing June 10, 2012     789,597    
Tyrol Acquisition 2 SAS      
EUR 425,000     Term Loan, 6.47%, Maturing January 19, 2015     585,920    
EUR 425,000     Term Loan, 6.65%, Maturing January 19, 2016     585,920    
Univision Communications, Inc.      
  3,800,000     Term Loan, 5.12%, Maturing September 29, 2014     3,137,375    
  1,078,700     Term Loan — Second Lien, 4.98%,
Maturing March 29, 2009
    1,038,699    
Young Broadcasting, Inc.      
  864,516     Term Loan, 5.19%, Maturing November 3, 2012     786,709    
            $ 17,760,263    
Rail Industries — 0.9%      
Kansas City Southern Railway Co.      
  1,002,013     Term Loan, 4.78%, Maturing April 26, 2013   $ 983,225    
RailAmerica, Inc.      
  825,000     Term Loan, 4.93%, Maturing August 14, 2008     814,688    
  774,840     Term Loan, Maturing August 13, 2010(2)     769,997    
            $ 2,567,910    
Retailers (Except Food and Drug) — 3.6%      
American Achievement Corp.      
  170,450     Term Loan, 4.85%, Maturing March 25, 2011   $ 168,746    
Amscan Holdings, Inc.      
  296,250     Term Loan, 4.89%, Maturing May 25, 2013     262,181    

 

See notes to financial statements
15



Eaton Vance Senior Income Trust as of June 30, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount*
  Borrower/Tranche Description   Value  
Retailers (Except Food and Drug) (continued)      
Claire's Stores, Inc.      
  247,500     Term Loan, 5.45%, Maturing May 24, 2014   $ 180,417    
Cumberland Farms, Inc.      
  832,916     Term Loan, 4.91%, Maturing September 29, 2013     791,271    
Harbor Freight Tools USA, Inc.      
  997,159     Term Loan, 4.73%, Maturing July 15, 2010     882,486    
Josten's Corp.      
  880,379     Term Loan, 5.17%, Maturing October 4, 2011     868,274    
Mapco Express, Inc.      
  261,416     Term Loan, 5.29%, Maturing April 28, 2011     247,365    
Neiman Marcus Group, Inc.      
  431,962     Term Loan, 4.42%, Maturing April 5, 2013     412,848    
Orbitz Worldwide, Inc.      
  1,622,762     Term Loan, 5.74%, Maturing July 25, 2014     1,348,245    
Oriental Trading Co., Inc.      
  860,049     Term Loan, 4.84%, Maturing July 31, 2013     720,291    
  700,000     Term Loan — Second Lien, 8.49%,
Maturing January 31, 2013
    515,667    
Rent-A-Center, Inc.      
  502,577     Term Loan, 4.50%, Maturing November 15, 2012     487,500    
Rover Acquisition Corp.      
  1,132,750     Term Loan, 5.02%, Maturing October 26, 2013     1,048,360    
Savers, Inc.      
  180,000     Term Loan, 5.48%, Maturing August 11, 2012     170,100    
  196,411     Term Loan, 5.50%, Maturing August 11, 2012     185,609    
The Yankee Candle Company, Inc.      
  1,830,942     Term Loan, 4.80%, Maturing February 6, 2014     1,672,452    
            $ 9,961,812    
Steel — 0.2%      
Algoma Acquisition Corp.      
  177,153     Term Loan, 4.99%, Maturing June 20, 2013   $ 167,852    
Niagara Corp.      
  544,500     Term Loan, 7.49%, Maturing June 29, 2014     484,605    
            $ 652,457    
Surface Transport — 0.8%      
Gainey Corp.      
  398,217     Term Loan, 7.00%, Maturing April 20, 2012(4)   $ 165,260    
Oshkosh Truck Corp.      
  1,001,938     Term Loan, 4.41%, Maturing December 6, 2013     943,491    
Ozburn-Hessey Holding Co., LLC      
  291,684     Term Loan, 6.16%, Maturing August 9, 2012     261,057    

 

Principal
Amount*
  Borrower/Tranche Description   Value  
Surface Transport (continued)      
Swift Transportation Co., Inc.      
  1,002,326     Term Loan, 6.13%, Maturing May 10, 2014   $ 808,125    
            $ 2,177,933    
Telecommunications — 6.7%      
Alaska Communications Systems Holdings, Inc.      
  527,509     Term Loan, 4.55%, Maturing February 1, 2012   $ 504,826    
Alltell Communication      
  1,994,975     Term Loan, 5.56%, Maturing May 16, 2014     1,985,000    
  1,592,987     Term Loan, 5.23%, Maturing May 16, 2015     1,585,023    
Asurion Corp.      
  775,000     Term Loan, 5.78%, Maturing July 13, 2012     722,042    
  500,000     Term Loan — Second Lien, 9.09%,
Maturing January 13, 2013
    465,000    
Centennial Cellular Operating Co., LLC      
  1,833,333     Term Loan, 4.74%, Maturing February 9, 2011     1,794,833    
CommScope, Inc.      
  1,614,900     Term Loan, 5.23%, Maturing November 19, 2014     1,556,360    
FairPoint Communications, Inc.      
  3,236,637     Term Loan, 5.75%, Maturing March 31, 2015     2,905,461    
Intelsat Bermuda, Ltd.      
  575,000     Term Loan, 5.20%, Maturing February 1, 2014     579,463    
Intelsat Subsidiary Holding Co.      
  517,125     Term Loan, 5.18%, Maturing July 3, 2013     504,520    
IPC Systems, Inc.      
  495,000     Term Loan, 5.05%, Maturing May 31, 2014     391,050    
Macquarie UK Broadcast Ventures, Ltd.      
GBP 425,000     Term Loan, 7.51%, Maturing December 26, 2014     743,259    
NTelos, Inc.      
  1,098,905     Term Loan, 5.27%, Maturing August 24, 2011     1,077,385    
Palm, Inc.      
  421,813     Term Loan, 5.99%, Maturing April 24, 2014     282,614    
Stratos Global Corp.      
  540,500     Term Loan, 5.30%, Maturing February 13, 2012     514,151    
Telesat Canada, Inc.      
  66,863     Term Loan, 5.84%, Maturing October 22, 2014(5)     64,538    
  779,134     Term Loan, 5.84%, Maturing October 22, 2014     752,047    
Trilogy International Partners      
  475,000     Term Loan, 6.30%, Maturing June 29, 2012     420,375    
Windstream Corp.      
  1,647,158     Term Loan, 4.22%, Maturing July 17, 2013     1,598,919    
            $ 18,446,866    

 

See notes to financial statements
16



Eaton Vance Senior Income Trust as of June 30, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount*
  Borrower/Tranche Description   Value  
Utilities — 4.3%      
AEI Finance Holding, LLC      
  145,028     Revolving Loan, 5.50%, Maturing March 30, 2012   $ 132,338    
  1,057,680     Term Loan, 5.80%, Maturing March 30, 2014     965,133    
Astoria Generating Co.      
  625,000     Term Loan — Second Lien, 6.56%,
Maturing August 23, 2013
    605,469    
BRSP, LLC      
  928,804     Term Loan, 5.86%, Maturing July 13, 2009     905,584    
Calpine Corp.      
  444,392     DIP Loan, 5.69%, Maturing March 30, 2009     425,752    
Covanta Energy Corp.      
  305,155     Term Loan, 4.18%, Maturing February 9, 2014     291,423    
  612,097     Term Loan, 4.24%, Maturing February 9, 2014     584,553    
Mirant North America, LLC      
  745,474     Term Loan, 4.23%, Maturing January 3, 2013     722,062    
NRG Energy, Inc.      
  1,120,185     Term Loan, 4.30%, Maturing June 1, 2014     1,069,854    
  2,286,666     Term Loan, 4.30%, Maturing June 1, 2014     2,183,924    
Pike Electric, Inc.      
  89,534     Term Loan, 4.00%, Maturing July 1, 2012     86,793    
  152,897     Term Loan, 4.00%, Maturing December 10, 2012     148,215    
TXU Texas Competitive Electric Holdings Co., LLC      
  1,000,000     Term Loan, Maturing October 10, 2014(2)     961,250    
  1,444,112     Term Loan, 6.23%, Maturing October 10, 2014     1,339,715    
  1,444,112     Term Loan, 6.26%, Maturing October 10, 2014     1,304,518    
            $ 11,726,583    
Total Senior Floating-Rate Interests
(identified cost $472,111,402)
  $ 437,672,118    
Corporate Bonds & Notes — 11.5%      
Principal
Amount
(000's omitted)
  Security   Value  
Aerospace and Defense — 0.1%      
Alion Science and Technologies Corp.      
$ 75     10.25%, 2/1/15   $ 52,875    
Bombardier, Inc.      
  70     8.00%, 11/15/14(6)     72,100    
DRS Technologies, Inc., Sr. Sub. Notes      
  40     7.625%, 2/1/18     42,500    
Hawker Beechcraft Acquisition      
  65     9.75%, 4/1/17     65,325    

 

Principal
Amount
(000's omitted)
  Security   Value  
Aerospace and Defense (continued)      
Vought Aircraft Industries, Inc., Sr. Notes      
$ 35     8.00%, 7/15/11   $ 32,725    
            $ 265,525    
Air Transport — 0.0%      
Continental Airlines      
$ 81     7.033%, 6/15/11   $ 66,932    
            $ 66,932    
Automotive — 0.1%      
Altra Industrial Motion, Inc.      
$ 180     9.00%, 12/1/11   $ 184,500    
American Axle & Manufacturing, Inc.      
  75     7.875%, 3/1/17     55,125    
Commercial Vehicle Group, Inc., Sr. Notes      
  55     8.00%, 7/1/13     47,987    
Tenneco, Inc., Sr. Notes      
  35     8.125%, 11/15/15(6)     31,850    
United Components, Inc., Sr. Sub. Notes      
  65     9.375%, 6/15/13     61,100    
            $ 380,562    
Broadcast Radio and Television — 0.0%      
Warner Music Group, Sr. Sub. Notes      
$ 45     7.375%, 4/15/14   $ 37,631    
            $ 37,631    
Brokers / Dealers / Investment Houses — 0.0%      
Nuveen Investments, Inc.      
$ 15     5.00%, 9/15/10   $ 13,612    
Nuveen Investments, Inc., Sr. Notes      
  65     10.50%, 11/15/15(6)     60,287    
            $ 73,899    
Building and Development — 0.8%      
Grohe Holding of GmbH, Variable Rate      
EUR 1,000     7.622%, 1/15/14   $ 1,396,331    
Interface, Inc., Sr. Sub. Notes      
$ 20     9.50%, 2/1/14     20,800    
Interline Brands, Inc., Sr. Sub. Notes      
  70     8.125%, 6/15/14     67,900    
Nortek, Inc., Sr. Notes      
  195     10.00%, 12/1/13(6)     187,200    

 

See notes to financial statements
17



Eaton Vance Senior Income Trust as of June 30, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount
(000's omitted)
  Security   Value  
Building and Development (continued)      
Panolam Industries International, Sr. Sub. Notes      
$ 220     10.75%, 10/1/13   $ 174,900    
Ply Gem Industries      
  125     11.75%, 6/15/13(6)     115,312    
Realogy Corp.      
  125     10.50%, 4/15/14     87,500    
Stanley Martin Co.      
  40     9.75%, 8/15/15     17,800    
            $ 2,067,743    
Business Equipment and Services — 0.5%      
Affinion Group, Inc.      
$ 55     10.125%, 10/15/13   $ 55,412    
Affinion Group, Inc.      
  110     11.50%, 10/15/15     110,275    
Ceridian Corp., Sr. Notes      
  140     11.25%, 11/15/15(6)     127,400    
Education Management, LLC, Sr. Notes      
  225     8.75%, 6/1/14     210,375    
Education Management, LLC, Sr. Sub Notes      
  310     10.25%, 6/1/16     286,750    
MediMedia USA, Inc., Sr. Sub. Notes      
  90     11.375%, 11/15/14(6)     90,450    
Muzak, LLC/Muzak Finance, Sr. Notes      
  20     10.00%, 2/15/09     18,100    
Neff Corp., Sr. Notes      
  20     10.00%, 6/1/15     7,700    
Rental Service Corp.      
  215     9.50%, 12/1/14     180,600    
Travelport, LLC      
  205     9.875%, 9/1/14     182,962    
  16     11.875%, 9/1/16     13,200    
West Corp.      
  200     9.50%, 10/15/14     181,000    
            $ 1,464,224    
Cable and Satellite Television — 0.3%      
Cablevision Systems Corp., Sr. Notes, Series B      
$ 40     8.00%, 4/15/12   $ 38,000    
CCH I Holdings, LLC, Sr. Notes      
  70     11.00%, 10/1/15     51,800    
CCO Holdings, LLC/CCO Capital Corp., Sr. Notes      
  395     8.75%, 11/15/13     365,375    

 

Principal
Amount
(000's omitted)
  Security   Value  
Cable and Satellite Television (continued)      
Charter Communications, Inc., Sr. Notes      
$ 100     10.875%, 9/15/14(6)   $ 103,250    
Kabel Deutschland GmbH      
  135     10.625%, 7/1/14     138,712    
National Cable PLC      
  20     8.75%, 4/15/14     18,900    
            $ 716,037    
Chemicals and Plastics — 0.4%      
Berry Plastics Corp., Sr. Notes, Variable Rate      
$ 500     7.568%, 2/15/15   $ 481,250    
INEOS Group Holdings PLC, Sr Sub Note      
  180     8.50%, 2/15/16(6)     119,250    
Nova Chemicals Corp., Sr. Notes, Variable Rate      
  105     5.953%, 11/15/13     89,775    
Reichhold Industries, Inc., Sr. Notes      
  240     9.00%, 8/15/14(6)     241,200    
            $ 931,475    
Clothing / Textiles — 0.4%      
Levi Strauss & Co., Sr. Notes      
$ 210     9.75%, 1/15/15   $ 212,100    
  40     8.875%, 4/1/16     39,100    
Oxford Industries, Inc., Sr. Notes      
  420     8.875%, 6/1/11     407,400    
Perry Ellis International, Inc., Sr. Sub. Notes      
  255     8.875%, 9/15/13     240,975    
Phillips Van Heusen, Sr. Notes      
  100     8.125%, 5/1/13     101,500    
            $ 1,001,075    
Conglomerates — 0.1%      
RBS Global & Rexnord Corp.      
$ 95     9.50%, 8/1/14   $ 92,150    
  90     11.75%, 8/1/16     86,850    
            $ 179,000    
Containers and Glass Products — 0.2%      
Intertape Polymer US, Inc., Sr. Sub. Notes      
$ 175     8.50%, 8/1/14   $ 157,062    
Pliant Corp. (PIK)      
  246     11.625%, 6/15/09     247,249    

 

See notes to financial statements
18



Eaton Vance Senior Income Trust as of June 30, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount
(000's omitted)
  Security   Value  
Containers and Glass Products (continued)      
Smurfit-Stone Container Enterprises, Inc., Sr. Notes      
$ 55     8.00%, 3/15/17   $ 44,275    
Stone Container Corp., Sr. Notes      
  40     8.375%, 7/1/12     35,300    
            $ 483,886    
Cosmetics / Toiletries — 0.0%      
Bausch & Lomb, Inc., Sr. Notes      
$ 105     9.875%, 11/1/15(6)   $ 105,787    
            $ 105,787    
Ecological Services and Equipment — 0.1%      
Waste Services, Inc., Sr. Sub. Notes      
$ 245     9.50%, 4/15/14   $ 248,675    
            $ 248,675    
Electronics / Electrical — 0.3%      
Advanced Micro Devices, Inc., Sr. Notes      
$ 220     7.75%, 11/1/12   $ 190,300    
Avago Technologies Finance      
  95     10.125%, 12/1/13     101,175    
  115     11.875%, 12/1/15     124,200    
NXP BV/NXP Funding, LLC      
  55     7.875%, 10/15/14     50,875    
NXP BV/NXP Funding, LLC, Variable Rate      
  425     5.463%, 10/15/13     375,594    
            $ 842,144    
Equipment Leasing — 0.1%      
Hertz Corp.      
$ 180     10.50%, 1/1/16   $ 164,700    
            $ 164,700    
Financial Intermediaries — 0.3%      
E*Trade Financial Corp.      
$ 95     7.875%, 12/1/15   $ 82,175    
Ford Motor Credit Co.      
  185     7.375%, 10/28/09     168,544    
  75     5.70%, 1/15/10     64,010    
  225     7.875%, 6/15/10     194,293    
Ford Motor Credit Co., Sr. Notes      
  10     9.875%, 8/10/11     8,431    
  250     12.00%, 5/15/15     220,159    

 

Principal
Amount
(000's omitted)
  Security   Value  
Financial Intermediaries (continued)      
General Motors Acceptance Corp.      
$ 85     7.75%, 1/19/10   $ 72,711    
  10     7.25%, 3/2/11     7,354    
General Motors Acceptance Corp., Variable Rate      
  60     3.926%, 5/15/09     56,430    
            $ 874,107    
Food Products — 0.2%      
ASG Consolidated, LLC/ASG Finance, Inc., Sr. Disc. Notes,      
$ 290     11.50%, (0.00% until November 2008), 11/1/11   $ 269,700    
Dole Foods Co., Sr. Notes      
  280     8.625%, 5/1/09     268,100    
            $ 537,800    
Food Service — 0.1%      
El Pollo Loco, Inc.      
$ 195     11.75%, 11/15/13   $ 195,000    
NPC International, Inc., Sr. Sub. Notes      
  215     9.50%, 5/1/14     187,050    
            $ 382,050    
Food / Drug Retailers — 0.2%      
General Nutrition Center, Sr. Notes, Variable Rate, (PIK)      
$ 220     7.199%, 3/15/14   $ 187,000    
General Nutrition Center, Sr. Sub. Notes      
  200     10.75%, 3/15/15     172,000    
Rite Aid Corp.      
  225     10.375%, 7/15/16     203,823    
  60     7.50%, 3/1/17     48,750    
            $ 611,573    
Forest Products — 0.3%      
Georgia-Pacific Corp.      
$ 15     9.50%, 12/1/11   $ 15,319    
Jefferson Smurfit Corp., Sr. Notes      
  110     8.25%, 10/1/12     96,525    
  40     7.50%, 6/1/13     33,200    
NewPage Corp.      
  195     10.00%, 5/1/12     198,412    
  140     12.00%, 5/1/13     142,100    
NewPage Corp., Variable Rate      
  80     9.123%, 5/1/12     80,800    

 

See notes to financial statements
19



Eaton Vance Senior Income Trust as of June 30, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount
(000's omitted)
  Security   Value  
Forest Products (continued)      
Verso Paper Holdings, LLC/Verso Paper, Inc.      
$ 145     11.375%, 8/1/16   $ 138,112    
            $ 704,468    
Healthcare — 0.7%      
Accellent, Inc.      
$ 110     10.50%, 12/1/13   $ 101,200    
Advanced Medical Optics, Inc., Sr. Sub. Notes      
  40     7.50%, 5/1/17     37,000    
AMR HoldCo, Inc./EmCare HoldCo, Inc., Sr. Sub. Notes      
  170     10.00%, 2/15/15     181,050    
Biomet, Inc.      
  210     11.625%, 10/15/17(6)     223,650    
HCA, Inc.      
  143     8.75%, 9/1/10     145,502    
  16     7.875%, 2/1/11     15,840    
  65     9.125%, 11/15/14     66,625    
  155     9.25%, 11/15/16     160,037    
MultiPlan Inc., Sr. Sub. Notes      
  260     10.375%, 4/15/16(6)     256,100    
National Mentor Holdings, Inc.      
  170     11.25%, 7/1/14     175,525    
Res-Care, Inc., Sr. Notes      
  105     7.75%, 10/15/13     100,537    
US Oncology, Inc.      
  145     9.00%, 8/15/12     144,637    
  290     10.75%, 8/15/14     289,275    
            $ 1,896,978    
Industrial Equipment — 0.1%      
Chart Industries, Inc., Sr. Sub. Notes      
$ 105     9.125%, 10/15/15   $ 109,462    
ESCO Corp., Sr. Notes      
  80     8.625%, 12/15/13(6)     81,200    
ESCO Corp., Sr. Notes, Variable Rate      
  80     6.651%, 12/15/13(6)     75,600    
            $ 266,262    
Insurance — 0.0%      
Alliant Holdings I, Inc.      
$ 55     11.00%, 5/1/15(6)   $ 48,125    
Hub International Holdings      
  10     9.00%, 12/15/14(6)     9,100    

 

Principal
Amount
(000's omitted)
  Security   Value  
Insurance (continued)      
U.S.I. Holdings Corp., Sr. Notes, Variable Rate      
$ 50     6.551%, 11/15/14(6)   $ 42,000    
            $ 99,225    
Leisure Goods / Activities / Movies — 0.5%      
AMC Entertainment, Inc.      
$ 225     11.00%, 2/1/16   $ 223,875    
HRP Myrtle Beach Operations, LLC/HRP Myrtle Beach Capital Corp.      
  105     12.50%, 4/1/13(6)     79,275    
HRP Myrtle Beach Operations, LLC/HRP Myrtle Beach Capital Corp.,
Variable Rate
     
  195     7.383%, 4/1/12(6)     168,675    
Marquee Holdings, Inc., Sr. Disc. Notes      
  365     9.505%, 8/15/14     288,350    
Universal City Development Partners, Sr. Notes      
  145     11.75%, 4/1/10     149,350    
Universal City Florida Holdings, Sr. Notes, Variable Rate      
  485     7.623%, 5/1/10     470,450    
            $ 1,379,975    
Lodging and Casinos — 1.0%      
Buffalo Thunder Development Authority      
$ 265     9.375%, 12/15/14(6)   $ 178,875    
CCM Merger, Inc.      
  180     8.00%, 8/1/13(6)     154,350    
Chukchansi EDA, Sr. Notes, Variable Rate      
  150     6.328%, 11/15/12(6)     126,375    
Eldorado Casino Shreveport (PIK)      
  44     10.00%, 8/1/12     43,839    
Fontainebleau Las Vegas Casino, LLC      
  255     10.25%, 6/15/15(6)     167,025    
Greektown Holdings, LLC, Sr. Notes      
  60     10.75%, 12/1/13(4)(6)     44,700    
Indianapolis Downs, LLC & Capital Corp., Sr. Notes      
  85     11.00%, 11/1/12(6)     77,775    
Inn of the Mountain Gods, Sr. Notes      
  310     12.00%, 11/15/10     268,150    
Majestic HoldCo, LLC      
  75     12.50%, (0.00% until October 2008), 10/15/11(6)     1,875    
MGM Mirage, Inc.      
  85     7.50%, 6/1/16     70,338    
Mohegan Tribal Gaming Authority, Sr. Sub. Notes      
  75     8.00%, 4/1/12     69,000    
  120     7.125%, 8/15/14     100,200    
  90     6.875%, 2/15/15     71,550    

 

See notes to financial statements
20



Eaton Vance Senior Income Trust as of June 30, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount
(000's omitted)
  Security   Value  
Lodging and Casinos (continued)      
OED Corp./Diamond Jo, LLC      
$ 203     8.75%, 4/15/12   $ 185,745    
Park Place Entertainment      
  290     7.875%, 3/15/10     265,350    
Pinnacle Entertainment, Inc.      
  75     7.50%, 6/15/15(6)     57,750    
Pinnacle Entertainment, Inc., Sr. Sub. Notes      
  10     8.25%, 3/15/12     9,875    
Pokagon Gaming Authority, Sr. Notes      
  56     10.375%, 6/15/14(6)     60,340    
San Pasqual Casino      
  55     8.00%, 9/15/13(6)     50,325    
Scientific Games Corp.      
  30     7.875%, 6/15/16(6)     30,000    
Seminole Hard Rock Entertainment, Variable Rate      
  95     5.276%, 3/15/14(6)     80,275    
Station Casinos, Inc.      
  30     7.75%, 8/15/16     23,100    
Station Casinos, Inc., Sr. Notes      
  135     6.00%, 4/1/12     108,000    
Trump Entertainment Resorts, Inc.      
  410     8.50%, 6/1/15     257,275    
Tunica-Biloxi Gaming Authority, Sr. Notes      
  165     9.00%, 11/15/15(6)     160,875    
Waterford Gaming, LLC, Sr. Notes      
  175     8.625%, 9/15/14(6)     169,969    
            $ 2,832,931    
Nonferrous Metals / Minerals — 0.3%      
Aleris International, Inc., Sr. Notes      
$ 250     9.00%, 12/15/14   $ 200,313    
Aleris International, Inc., Sr. Sub. Notes      
  60     10.00%, 12/15/16     44,250    
FMG Finance PTY, Ltd.      
  270     10.625%, 9/1/16(6)     315,900    
FMG Finance PTY, Ltd., Variable Rate      
  110     6.682%, 9/1/11(6)     111,100    
            $ 671,563    
Oil and Gas — 1.2%      
Allis-Chalmers Energy, Inc., Sr. Notes      
$ 235     9.00%, 1/15/14   $ 228,538    
Cimarex Energy Co., Sr. Notes      
  65     7.125%, 5/1/17     64,188    

 

Principal
Amount
(000's omitted)
  Security   Value  
Oil and Gas (continued)      
Clayton Williams Energy, Inc.      
$ 95     7.75%, 8/1/13   $ 91,675    
Compton Pet Finance Corp.      
  195     7.625%, 12/1/13     192,563    
Denbury Resources, Inc., Sr. Sub. Notes      
  30     7.50%, 12/15/15     30,000    
El Paso Corp., Sr. Notes      
  130     9.625%, 5/15/12     141,624    
Encore Acquisition Co., Sr. Sub. Notes      
  85     7.25%, 12/1/17     83,300    
Forbes Energy Services, Sr. Notes      
  165     11.00%, 2/15/15(6)     167,475    
OPTI Canada, Inc., Sr. Notes      
  50     7.875%, 12/15/14     49,625    
  100     8.25%, 12/15/14     100,000    
Parker Drilling Co., Sr. Notes      
  85     9.625%, 10/1/13     89,675    
Petrohawk Energy Corp., Sr. Notes      
  435     9.125%, 7/15/13(6)     448,050    
  65     7.875%, 6/1/15(6)     63,781    
Petroleum Development Corp., Sr. Notes      
  65     12.00%, 2/15/18(6)     69,063    
Petroplus Finance, Ltd.      
  95     7.00%, 5/1/17(6)     84,313    
Plains Exploration & Production Co.      
  135     7.00%, 3/15/17     130,275    
Quicksilver Resources, Inc.      
  105     7.125%, 4/1/16     98,306    
Sandridge Energy, Inc., Sr. Notes      
  155     8.00%, 6/1/18(6)     156,550    
SemGroup L.P., Sr. Notes      
  290     8.75%, 11/15/15(6)     282,750    
SESI, LLC, Sr. Notes      
  30     6.875%, 6/1/14     28,800    
Stewart & Stevenson, LLC, Sr. Notes      
  225     10.00%, 7/15/14     223,313    
United Refining Co., Sr. Notes      
  470     10.50%, 8/15/12     457,075    
VeraSun Energy Corp.      
  55     9.875%, 12/15/12     48,606    
            $ 3,329,545    

 

See notes to financial statements
21



Eaton Vance Senior Income Trust as of June 30, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount
(000's omitted)
  Security   Value  
Publishing — 0.5%      
Dex Media West/Finance, Series B      
$ 112     9.875%, 8/15/13   $ 101,080    
Harland Clarke Holdings      
  85     9.50%, 5/15/15     70,125    
Idearc, Inc., Sr. Notes      
  140     8.00%, 11/15/16     88,725    
Laureate Education, Inc.      
  35     10.00%, 8/15/15(6)     32,550    
  460     10.25%, 8/15/15(6)     410,550    
Nielsen Finance, LLC      
  85     10.00%, 8/1/14     86,063    
  195     10.00%, 8/1/14(6)     202,069    
  75     12.50%, (0.00% until 2011), 8/1/16     51,938    
R.H. Donnelley Corp.      
  315     8.875%, 10/15/17(6)     189,000    
Reader's Digest Association, Inc., (The), Sr. Sub. Notes      
  320     9.00%, 2/15/17(6)     235,200    
            $ 1,467,300    
Radio and Television — 0.1%      
LBI Media, Inc., Sr. Disc. Notes      
$ 80     11.00%, (0.00% until October 2008), 10/15/13   $ 66,000    
Rainbow National Services, LLC, Sr. Sub. Debs.      
  80     10.375%, 9/1/14(6)     85,400    
            $ 151,400    
Rail Industries — 0.2%      
American Railcar Industry, Sr. Notes      
$ 100     7.50%, 3/1/14   $ 93,500    
Kansas City Southern, Sr. Notes      
  155     7.625%, 12/1/13     151,125    
  100     7.375%, 6/1/14     97,500    
  105     8.00%, 6/1/15     106,575    
            $ 448,700    
Retailers (Except Food and Drug) — 0.8%      
Amscan Holdings, Inc., Sr. Sub. Notes      
$ 220     8.75%, 5/1/14   $ 196,900    
GameStop Corp.      
  660     8.00%, 10/1/12     676,500    
Michaels Stores, Inc., Sr. Notes      
  85     10.00%, 11/1/14     74,056    
Neiman Marcus Group, Inc.      
  160     9.00%, 10/15/15     158,800    
  640     10.375%, 10/15/15     643,200    

 

Principal
Amount
(000's omitted)
  Security   Value  
Retailers (Except Food and Drug) (continued)      
Sally Holdings, LLC, Sr. Notes      
$ 140     10.50%, 11/15/16   $ 134,050    
Toys "R" Us      
  125     7.375%, 10/15/18     93,125    
Yankee Acquisition Corp., Series B      
  295     8.50%, 2/15/15     231,575    
  70     9.75%, 2/15/17     50,750    
            $ 2,258,956    
Steel — 0.1%      
RathGibson, Inc., Sr. Notes      
$ 240     11.25%, 2/15/14   $ 231,000    
Ryerson, Inc., Sr. Notes      
  15     12.00%, 11/1/15(6)     14,963    
Ryerson, Inc., Sr. Notes, Variable Rate      
  10     10.248%, 11/1/14(6)     9,450    
Steel Dynamics, Inc., Sr. Notes      
  110     7.375%, 11/1/12(6)     110,550    
            $ 365,963    
Surface Transport — 0.1%      
CEVA Group, PLC, Sr. Notes      
$ 110     10.00%, 9/1/14(6)   $ 113,575    
            $ 113,575    
Telecommunications — 0.9%      
Centennial Cellular Operating Co./Centennial
Communication Corp., Sr. Notes
     
$ 130     10.125%, 6/15/13   $ 134,550    
Digicel Group, Ltd., Sr. Notes      
  255     9.25%, 9/1/12(6)     263,606    
  175     8.875%, 1/15/15(6)     165,594    
  192     9.125%, 1/15/15(6)     181,680    
Intelsat Bermuda, Ltd.      
  355     11.25%, 6/15/16     361,213    
Nortel Networks, Ltd.      
  255     10.75%, 7/15/16(6)     253,725    
Qwest Communications International, Inc.      
  450     7.50%, 2/15/14     429,750    
Qwest Corp., Sr. Notes      
  145     7.625%, 6/15/15     140,288    
Qwest Corp., Sr. Notes, Variable Rate      
  475     6.026%, 6/15/13     456,000    

 

See notes to financial statements
22



Eaton Vance Senior Income Trust as of June 30, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount
(000's omitted)
  Security   Value  
Telecommunications (continued)      
Windstream Corp., Sr. Notes      
$ 105     8.125%, 8/1/13   $ 105,263    
  30     8.625%, 8/1/16     30,075    
Windstream Regatta Holdings, Inc., Sr. Sub. Notes      
  50     11.00%, 12/1/17(6)     34,750    
            $ 2,556,494    
Utilities — 0.5%      
AES Corp., Sr. Notes      
$ 8     8.75%, 5/15/13(6)   $ 8,340    
Dynegy Holdings, Inc., Sr. Notes      
  15     7.75%, 6/1/19     13,725    
Edison Mission Energy, Sr. Notes      
  15     7.50%, 6/15/13     14,963    
Energy Future Holdings, Sr. Notes      
  200     10.875%, 11/1/17(6)     203,000    
NGC Corp.      
  205     7.625%, 10/15/26     171,175    
NRG Energy, Inc.      
  70     7.25%, 2/1/14     67,025    
  190     7.375%, 1/15/17     180,025    
NRG Energy, Inc., Sr. Notes      
  65     7.375%, 2/1/16     61,344    
Orion Power Holdings, Inc., Sr. Notes      
  350     12.00%, 5/1/10     379,750    
Reliant Energy, Inc., Sr. Notes      
  10     7.625%, 6/15/14     9,800    
Texas Competitive Electric Holdings Co., LLC, Series A, Sr. Notes      
  130     10.25%, 11/1/15(6)     128,050    
Texas Competitive Electric Holdings Co., LLC, Series B, Sr. Notes      
  105     10.25%, 11/1/15(6)     103,425    
            $ 1,340,622    
Total Corporate Bonds & Notes
(identified cost $33,137,562)
  $ 31,318,782    

 

Asset Backed Securities — 1.4%      
Principal
Amount
(000's omitted)
  Security   Value  
$ 500     Alzette European CLO SA, Series 2004-1A, Class E2,
11.86%, 12/15/20(6)(7)
  $ 463,900    
  380     Avalon Capital Ltd. 3, Series 1A, Class D,
4.588%, 2/24/19(6)(7)
    274,968    
  500     Babson Ltd., Series 2005-1A, Class C1,
4.741%, 4/15/19(6)(7)
    343,600    
  500     Bryant Park CDO Ltd., Series 2005-1A, Class C,
4.841%, 1/15/19(6)(7)
    352,100    
  500     Carlyle High Yield Partners, Series 2004-6A, Class C,
5.166%, 8/11/16(6)(7)
    373,750    
  500     Centurion CDO 8 Ltd., Series 2005-8A, Class D,
8.177%, 3/8/17(7)
    374,600    
  500     Centurion CDO 9 Ltd., Series 2005-9A, Class D1,
7.539%, 7/17/19(7)
    344,900    
  1,000     Madison Park Funding Ltd., Series 2006-2A, Class D,
7.554%, 3/25/20(6)(7)
    660,000    
  1,000     Schiller Park CLO Ltd., Series 2007-1A, Class D,
4.67%, 4/25/21(6)(7)
    665,400    
Total Asset Backed Securities
(identified cost $5,346,710)
  $ 3,853,218    
Convertible Bonds — 0.1%      
Principal
Amount
  Security   Value  
Aerospace and Defense — 0.1%      
$ 170,000     L-3 Communications Corp., 3.00%, 8/1/35(6)   $ 188,913    
Total Convertible Bonds
(identified cost $171,761)
  $ 188,913    
Common Stocks — 0.1%      
Shares   Security   Value  
Automotive — 0.0%      
  10,443     Hayes Lemmerz International(8)   $ 29,658    
            $ 29,658    
Lodging and Casinos — 0.0%      
  289     Shreveport Gaming Holdings, Inc.(3)   $ 4,768    
  15,879     Trump Entertainment Resorts, Inc.(8)     30,329    
            $ 35,097    

 

See notes to financial statements
23



Eaton Vance Senior Income Trust as of June 30, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Shares   Security   Value  
Telecommunications — 0.1%      
  2,959     American Tower Corp., Class A(8)   $ 125,018    
            $ 125,018    
Total Common Stocks
(identified cost $315,448)
  $ 189,773    
Preferred Stocks — 0.1%      
Shares   Security   Value  
Automotive — 0.0%      
  35     Hayes Lemmerz International, Series A, Convertible(8)(9)   $ 655    
            $ 655    
Chemicals and Plastics — 0.0%      
  15     Key Plastics, LLC, Series A(3)(8)(9)   $ 0    
            $ 0    
Oil and Gas — 0.0%      
  542     Chesapeake Energy Corp., 4.50%, Convertible   $ 87,262    
            $ 87,262    
Telecommunications — 0.1%      
  1,783     Crown Castle International Corp., 6.25% (PIK),
Convertible
  $ 102,745    
            $ 102,745    
Total Preferred Stocks
(identified cost $151,834)
  $ 190,662    
Miscellaneous — 0.0%      
Shares   Security   Value  
Cable and Satellite Television — 0.0%      
  270,000     Adelphia, Inc., Escrow Certificate(8)   $ 23,287    
  261,268     Adelphia Recovery Trust(8)     13,717    
Total Miscellaneous
(identified cost $252,930)
  $ 37,004    

 

Closed-End Investment Companies — 2.3%      
Shares   Security   Value  
  17,436     BlackRock Floating Rate Income Strategies Fund, Inc.   $ 261,889    
  9,908     BlackRock Floating Rate Income Strategies Fund II, Inc.     146,143    
  8,345     BlackRock Global Floating Rate Income Trust Fund     123,756    
  1,174     First Trust/Four Corners Senior Floating Rate Income Fund     16,671    
  200,596     First Trust/Four Corners Senior Floating Rate
Income Fund II
    2,848,463    
  296,293     ING Prime Rate Trust     1,697,759    
  5,140     LMP Corporate Loan Fund, Inc.     55,975    
  23,301     Nuveen Floating Rate Income Fund     251,651    
  3,401     Nuveen Floating Rate Income Opportunity Fund     36,153    
  11,375     Nuveen Senior Income Fund     75,416    
  55     PIMCO Floating Rate Income Fund     786    
  647     PIMCO Floating Rate Strategy Fund     8,547    
  117     Pioneer Floating Rate Trust     1,611    
  136,255     Van Kampen Senior Income Trust     787,554    
Total Closed-End Investment Companies
(identified cost $7,439,234)
  $ 6,312,374    
Short-Term Investments — 2.5%      
Interest
(000's omitted)
  Description   Value  
$ 6,872     Investment in Cash Management Portfolio, 2.28%(10)   $ 6,871,843    
Total Short-Term Investments
(identified cost $6,871,843)
  $ 6,871,843    
Total Investments — 178.3%
(identified cost $525,798,724)
  $ 486,634,687    
Less Unfunded Loan
Commitments — (0.7)%
  $ (1,967,684 )  
Net Investments — 177.6%
(identified cost $523,831,040)
  $ 484,667,003    
Other Assets, Less Liabilities — (37.3)%   $ (101,637,414 )  
Auction Preferred Shares Plus Cumulative
Unpaid Dividends — (40.3)%
  $ (110,089,077 )  
Net Assets Applicable to
Common Shares — 100.0%
  $ 272,940,512    

 

See notes to financial statements
24



Eaton Vance Senior Income Trust as of June 30, 2008

PORTFOLIO OF INVESTMENTS CONT'D

DIP - Debtor in Possession

PIK - Payment In Kind

REIT - Real Estate Investment Trust

EUR - Euro

GBP - British Pound Sterling

*  In U.S. dollars unless otherwise indicated.

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

(2)  This Senior Loan will settle after June 30, 2008, at which time the interest rate will be determined.

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

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

(5)  Unfunded or partially unfunded loan commitments. See Note 1G for description.

(6)  Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2008, the aggregate value of the securities is $11,365,410 or 4.2% of the Trust's net assets.

(7)  Variable rate security. The stated interest rate represents the rate in effect at June 30, 2008.

(8)  Non-income producing security.

(9)  Restricted security.

(10)  Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of June 30, 2008.

See notes to financial statements
25




Eaton Vance Senior Income Trust as of June 30, 2008

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of June 30, 2008

Assets  
Unaffiliated investments, at value (identified cost, $516,959,197)   $ 477,795,160    
Affiliated investment, at value (identified cost, $6,871,843)     6,871,843    
Cash     4,438,550    
Foreign currency, at value (identified cost, $71,023)     71,314    
Receivable for investments sold     45,663    
Dividends and interest receivable     3,652,145    
Interest receivable from affiliated investment     9,727    
Receivable for open forward foreign currency contracts     46,662    
Receivable for open swap contracts     9,108    
Prepaid expenses     30,231    
Total assets   $ 492,970,403    
Liabilities  
Notes payable   $ 105,000,000    
Payable for investments purchased     3,990,872    
Payable to affiliate for investment adviser fee     339,362    
Payable to affiliate for administration fee     100,417    
Accrued expenses     510,163    
Total liabilities   $ 109,940,814    
Auction preferred shares (4,400 shares outstanding) at liquidation
value plus cumulative unpaid dividends
  $ 110,089,077    
Net assets applicable to common shares   $ 272,940,512    
Sources of Net Assets  
Common shares, $0.01 par value, unlimited number of shares authorized,
36,466,497 shares issued and outstanding
  $ 364,665    
Additional paid-in capital     362,396,027    
Accumulated net realized loss (computed on the basis of identified cost)     (51,543,468 )  
Accumulated undistributed net investment income     852,394    
Net unrealized depreciation (computed on the basis of identified cost)     (39,129,106 )  
Net assets applicable to common shares   $ 272,940,512    
Net Asset Value Per Common Share  
($272,940,512 ÷ 36,466,497 common shares issued and outstanding)   $ 7.48    

 

Statement of Operations

For the Year Ended
June 30, 2008

Investment Income  
Interest   $ 38,026,873    
Dividends     560,686    
Interest income allocated from affiliated investment     359,072    
Expenses allocated from affiliated investment     (41,799 )  
Total investment income   $ 38,904,832    
Expenses  
Investment adviser fee   $ 4,163,948    
Administration fee     1,236,704    
Trustees' fees and expenses     19,367    
Preferred shares remarketing agent fee     295,437    
Custodian fee     200,364    
Legal and accounting services     138,996    
Printing and postage     90,325    
Transfer and dividend disbursing agent fees     50,813    
Interest expense and fees     5,567,604    
Miscellaneous     100,675    
Total expenses   $ 11,864,233    
Deduct —
Reduction of custodian fee
  $ 3,712    
Total expense reductions   $ 3,712    
Net expenses   $ 11,860,521    
Net investment income   $ 27,044,311    
Realized and Unrealized Gain (Loss)  
Net realized gain (loss) —
Investment transactions (identified cost basis)
  $ (620,316 )  
Swap contracts     33,367    
Foreign currency and forward foreign currency exchange
contract transactions
    (4,750,226 )  
Net realized loss   $ (5,337,175 )  
Change in unrealized appreciation (depreciation) —
Investments (identified cost basis)
  $ (42,976,602 )  
Swap contracts     (36,498 )  
Foreign currency and forward foreign currency exchange contracts     207,611    
Net change in unrealized appreciation (depreciation)   $ (42,805,489 )  
Net realized and unrealized loss   $ (48,142,664 )  
Distributions to preferred shareholders          
From net investment income   $ (4,841,699 )  
Net decrease in net assets from operations   $ (25,940,052 )  

 

See notes to financial statements
26



Eaton Vance Senior Income Trust as of June 30, 2008

FINANCIAL STATEMENTS CONT'D

Statements of Changes in Net Assets

Increase (Decrease)
in Net Assets
  Year Ended
June 30, 2008
  Year Ended
June 30, 2007
 
From operations —
Net investment income
  $ 27,044,311     $ 29,211,586    
Net realized gain (loss) from investment
transactions, swap contracts and  
foreign currency and forward foreign  
currency exchange contract transactions
    (5,337,175 )     1,524,457    
Net change in unrealized appreciation
(depreciation) from investments, 
swap contracts and foreign currency  
and forward foreign currency  
exchange contracts
    (42,805,489 )     539,638    
Distributions to preferred shareholders —
From net investment income
    (4,841,699 )     (5,610,210 )  
Net increase (decrease) in net assets
from operations
  $ (25,940,052 )   $ 25,665,471    
Distributions to common shareholders —
From net investment income
  $ (22,062,231 )   $ (23,593,824 )  
Total distributions to common shareholders   $ (22,062,231 )   $ (23,593,824 )  
Net increase (decrease) in net assets   $ (48,002,283 )   $ 2,071,647    
Net Assets Applicable to
Common Shares
 
At beginning of year   $ 320,942,795     $ 318,871,148    
At end of year   $ 272,940,512     $ 320,942,795    
Accumulated undistributed
net investment income
included in net assets
applicable to common shares
 
At end of year   $ 852,394     $ 2,105,192    

 

Statement of Cash Flows


Cash Flows From Operating Activities
  For the Year Ended
June 30, 2008
 
Net decrease in net assets from operations   $ (25,940,052 )  
Distributions to preferred shareholders     4,841,699    
Net decrease in net assets from operations excluding distributions to
preferred shareholders
  $ (21,098,353 )  
Adjustments to reconcile net decrease in net assets from
operations to net cash provided by operating activities:
 
Investments purchased     (127,996,603 )  
Investments sold and principal payments     147,602,575    
Increase in short-term investments, net     (5,037,124 )  
Net amortization of premium (discount)     316,077    
Decrease in dividends and interest receivable     545,787    
Increase in interest receivable from affiliated investment     (9,727 )  
Decrease in payable for investments purchased     (16,036,204 )  
Decrease in receivable for investments sold     3,093,324    
Decrease in receivable for open swap contracts     36,498    
Increase in receivable for open forward foreign currency contracts     (46,662 )  
Decrease in prepaid expenses     10,110    
Decrease in payable for open forward foreign currency contracts     (164,918 )  
Decrease in payable to affiliate for investment adviser fee     (68,222 )  
Decrease in payable to affiliate for administration fee     (21,020 )  
Decrease in unfunded loan commitments     (1,578,082 )  
Decrease in accrued expenses     (174,731 )  
Net change in unrealized (appreciation) depreciation on investments     42,976,602    
Net realized (gain) loss on investments     620,316    
Net cash provided by operating activities   $ 22,969,643    
Cash Flows From Financing Activities  
Cash distributions paid to common shareholders, net of reinvestments   $ (22,062,231 )  
Distributions to preferred shareholders     (4,799,475 )  
Decrease in notes payable     (5,000,000 )  
Net cash used in financing activities   $ (31,861,706 )  
Net decrease in cash   $ (8,892,063 )  
Cash at beginning of year(1)   $ 13,401,927    
Cash at end of year(1)   $ 4,509,864    

 

(1)  Balance includes foreign currency, at value.

See notes to financial statements
27




Eaton Vance Senior Income Trust as of June 30, 2008

FINANCIAL STATEMENTS CONT'D

Financial Highlights

Selected data for a common share outstanding during the periods stated

    Year Ended June 30,  
    2008(1)    2007(1)    2006(1)    2005(1)    2004(1)   
Net asset value — Beginning of year (Common shares)   $ 8.800     $ 8.740     $ 8.760     $ 8.780     $ 8.500    
Income (loss) from operations  
Net investment income   $ 0.742     $ 0.801     $ 0.697     $ 0.533     $ 0.468    
Net realized and unrealized gain (loss)     (1.324 )     0.060       (0.026 )     (0.029 )     0.293    
Distributions to preferred shareholders from net investment income     (0.133 )     (0.154 )     (0.122 )     (0.068 )     (0.035 )  
Total income (loss) from operations   $ (0.715 )   $ 0.707     $ 0.549     $ 0.436     $ 0.726    
Less distributions to common shareholders  
From net investment income   $ (0.605 )   $ (0.647 )   $ (0.569 )   $ (0.456 )   $ (0.446 )  
Total distributions to common shareholders   $ (0.605 )   $ (0.647 )   $ (0.569 )   $ (0.456 )   $ (0.446 )  
Net asset value — End of year (Common shares)   $ 7.480     $ 8.800     $ 8.740     $ 8.760     $ 8.780    
Market value — End of year (Common shares)   $ 6.620     $ 8.570     $ 8.130     $ 8.040     $ 9.460    
Total Investment Return on Net Asset Value(2)      (7.58 )%     8.70 %     7.02 %     5.16 %     8.65 %  
Total Investment Return on Market Value(2)      (16.01 )%     13.81 %     8.46 %     (10.42 )%     11.59 %  

 

See notes to financial statements
28



Eaton Vance Senior Income Trust as of June 30, 2008

FINANCIAL STATEMENTS CONT'D

Financial Highlights

Selected data for a common share outstanding during the periods stated

    Year Ended June 30,  
    2008(1)    2007(1)    2006(1)    2005(1)    2004(1)   
Ratios/Supplemental Data  
Net assets applicable to common shares, end of year (000's omitted)   $ 272,941     $ 320,943     $ 318,871     $ 319,404     $ 318,792    
Ratios (As a percentage of average net assets applicable to common shares):(3)  
Expenses before custodian fee reduction     2.22 %     2.21 %     2.16 %     2.20 %     2.17 %  
Expenses after custodian fee reduction     2.22 %     2.20 %     2.16 %     2.20 %     2.17 %  
Interest expense     1.95 %     2.16 %     1.76 %     1.02 %     0.54 %  
Total expenses     4.17 %     4.36 %     3.92 %     3.22 %     2.71 %  
Net investment income     9.47 %     9.11 %     7.94 %     6.06 %     5.41 %  
Portfolio Turnover     26 %     64 %     55 %     72 %     82 %  

 

The ratios reported above are based on net assets attributable solely to common shares. The ratios based on net assets, including amounts related to preferred shares are as follows:

Ratios (As a percentage of average total net assets applicable to common shares and preferred shares):(3)  
Expenses before custodian fee reduction     1.60 %     1.64 %     1.61 %     1.64 %     1.61 %  
Expenses after custodian fee reduction     1.60 %     1.64 %     1.61 %     1.64 %     1.61 %  
Interest expense     1.41 %     1.61 %     1.31 %     0.76 %     0.40 %  
Total expenses     3.01 %     3.25 %     2.92 %     2.40 %     2.01 %  
Net investment income     6.84 %     6.79 %     5.91 %     4.51 %     4.00 %  
Senior Securities:  
Total notes payable outstanding (in 000's)   $ 105,000     $ 110,000     $ 120,000     $ 120,000     $ 120,000    
Asset coverage per $1,000 of notes payable(4)   $ 4,648     $ 4,918     $ 4,574     $ 4,579     $ 4,573    
Total preferred shares outstanding     4,400       4,400       4,400       4,400       4,400    
Asset coverage per preferred share(5)   $ 56,770     $ 61,489 (7)    $ 59,672 (7)    $ 59,734 (7)    $ 59,657 (7)   
Involuntary liquidation preference per preferred share(6)   $ 25,000     $ 25,000     $ 25,000     $ 25,000     $ 25,000    
Approximate market value per preferred share(6)   $ 25,000     $ 25,000     $ 25,000     $ 25,000     $ 25,000    

 

(1)  Net investment income per share and distributions to preferred shareholders were computed using average common shares outstanding.

(2)  Returns are historical and are calculated by determining the percentage change in net asset value or market value with all distributions reinvested.

(3)  Ratios do not reflect the effect of dividend payments to preferred shareholders.

(4)  Calculated by subtracting the Trust's total liabilities (not including the notes payable and preferred shares) from the Trust's total assets, and dividing the result by the notes payable balance in thousands.

(5)  Calculated by subtracting the Trust's total liabilities (not including the notes payable and preferred shares) from the Trust's total assets, and dividing the result by the sum of the value of the notes payable and liquidation value of the preferred shares. Such amount equates to 227%, 246%, 239%, 239% and 239% at June 30, 2008, 2007, 2006, 2005 and 2004, respectively.

(6)  Plus accumulated and unpaid dividends.

(7)  Prior year amounts of $97,952, $97,478, $97,601 and $97,456 for the years ended June 30, 2007, 2006, 2005 and 2004, respectively, have been adjusted to reflect notes payable outstanding as a senior security, resulting in a decline in the asset coverage per preferred share as previously reported. These changes had no effect on the Trust's net asset value, net assets, net investment income, net change in net assets from operations, financial highlights or total return.

See notes to financial statements
29




Eaton Vance Senior Income Trust as of June 30, 2008

NOTES TO FINANCIAL STATEMENTS

1  Significant Accounting Policies

Eaton Vance Senior Income Trust (the Trust) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a non-diversified, closed-end management investment company. The Trust's investment objective is to provide a high level of current income, consistent with the preservation of capital, by investing primarily in senior secured floating-rate loans.

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

A  Investment Valuation — Interests in senior floating-rate loans (Senior Loans) for which reliable market quotations are readily available are valued generally at the average mean of bid and ask quotations obtained from an independent pricing service. Other Senior Loans are valued at fair value by the investment adviser under procedures approved by the Trustees. In fair valuing a Senior Loan, the investment adviser utilizes one or more of the following valuation techniques: (i) a matrix pricing approach that considers the yield on the Senior Loan relative to yields on other loan interests issued by companies of comparable credit quality; (ii) a comparison of the value of the borrower's outstanding equity and debt to that of comparable public companies; (iii) a discounted cash flow analysis; or (iv) when the investment adviser believes it is likely that a borrower will be liquidated or sold, an analysis of the terms of such liquidation or sale. In certain cases, the investment adviser will use a combination of analytical methods to determine fair value, such as when only a portion of a borrower's assets are likely to be sold. In conducting its assessment and analyses for purposes of determining fair value of a Senior Loan, the investment adviser will use its discretion and judgment in considering and appraising relevant factors. Fair value determinations are made by the portfolio managers of the Trust based on information available to such managers. The portfolio managers of other funds managed by the investment adviser that invest in Senior Loans may not possess the same information about a Senior Loan borrower as the portfolio managers of the Trust. At times, the fair value of a Senior Loan determined by the portfolio managers of other funds managed by the investment adviser that invest in Senior Loans may vary from the fair value of the same Senior Loan determined by the portfolio managers of the Trust. The fair value of each Senior Loan is periodically reviewed and approved by the investment adviser's Valuation Committee and by the Trustees based upon procedures approved by the Trustees. Junior Loans are valued in the same manner as Senior Loans.

Debt obligations, including listed securities and securities for which quotations are available, will normally be valued on the basis of market quotations provided by independent pricing services. The pricing services consider various factors relating to bonds and/or market transactions to determine market value. Short-term debt securities with a remaining maturity of sixty days or less are valued at amortized cost, which approximates market value. If short-term debt securities are acquired with a remaining maturity of more than sixty days, they will be valued by a pricing service. Equity securities listed on a U.S. securities exchange generally are valued at the last sale price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices or, in the case of preferred equity securities that are not listed or traded in the over-the-counter market, by an independent pricing service. Forward foreign currency exchange contracts are generally valued using prices supplied by a pricing vendor or dealers. Credit default swaps are valued by a broker-dealer (usually the counterparty to the agreement). Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by an independent quotation service. The independent service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. Investments for which valuations or market quotations are not readily available are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Trust considering relevant factors, data and information including the market value of freely tradable securities of the same class in the principal market on which such securities are normally traded.

The Trust may invest in Cash Management Portfolio (Cash Management), an affiliated investment company managed by Boston Management and Research (BMR), a subsidiary of Eaton Vance Management (EVM). Cash


30



Eaton Vance Senior Income Trust as of June 30, 2008

NOTES TO FINANCIAL STATEMENTS CONT'D

Management values its investment securities utilizing the amortized cost valuation technique permitted by Rule 2a-7 of the 1940 Act. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium.

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

C  Income — Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount. Fees associated with loan amendments are recognized immediately. Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities.

D  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 substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary. At June 30, 2008, the Trust, for federal income tax purposes, had a capital loss carryforward of $46,263,112, which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Trust of any liability for federal income or excise tax. Such capital loss carryforward will expire on June 30, 2010 ($25,817,521), June 30, 2011 ($13,711,847), June 30, 2012 ($6,681,243) and June 30, 2016 ($52,501).

At June 30, 2008, the Trust had net capital losses of $5,268,007 attributable to security transactions incurred after October 31, 2007. These net capital losses are treated as arising on the first day of the Trust's taxable year ending June 30, 2009.

As of June 30, 2008, the Trust had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Trust's federal tax returns filed in the 3-year period ended June 30, 2008 remains subject to examination by the Internal Revenue Service.

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

F  Foreign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

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

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

I  Indemnifications — Under the Trust's organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Trust, and shareholders are indemnified against personal liability for the obligations of the Trust. Additionally, in the normal course of business, the Trust enters into agreements with service providers that may contain indemnification clauses. The Trust's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred.


31



Eaton Vance Senior Income Trust as of June 30, 2008

NOTES TO FINANCIAL STATEMENTS CONT'D

J  Forward Foreign Currency Exchange Contracts — The Trust may enter into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. The Trust enters into forward contracts for hedging purposes as well as non-hedging purposes. The forward foreign currency exchange contract is adjusted by the daily exchange rate of the underlying currency and any gains or losses are recorded as unrealized until such time as the contract has been closed or offset by another contract with the same broker for the same settlement date and currency. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of their contracts and from movements in the value of a foreign currency relative to the U.S. dollar.

K  Credit Default Swaps — The Trust may enter into credit default swap contracts to buy or sell protection against default on an individual issuer or a basket of issuers of bonds. When the Trust is a buyer of a credit default swap contract, the Trust is entitled to receive the par (or other agreed-upon) value of a referenced debt obligation (or basket of debt obligations) from the counterparty to the contract in the event of default by a third party, such as a U.S. or foreign corporate issuer, on the debt obligation. In return, the Trust pays the counterparty a periodic stream of payments over the term of the contract provided that no event of default has occurred. If no default occurs, the Trust would have spent the stream of payments and received no benefits from the contract. When the Trust is the seller of a credit default swap contract, it receives the stream of payments, but is obligated to pay upon default of the referenced debt obligations. As the seller, the Trust effectively adds leverage to its portfolio because, in addition to its total net assets, the Trust is subject to investment exposure on the notional amount of the swap. The interest fee paid or received on the swap contract, which is based on a specified interest rate on a fixed notional amount, is accrued daily as a component of unrealized appreciation (depreciation) and is recorded as realized gain upon receipt or realized loss upon payment. The Trust also records an increase or decrease to unrealized appreciation (depreciation) in an amount equal to the daily valuation. Up-front payment or receipts, if any, are recorded as other assets or other liabilities, respectively, and amortized over the life of the swap contract as realized gains or losses. The Trust segregates assets in the form of cash and cash equivalents in an amount equal to the aggregate market value of the credit default swaps of which it is the seller, marked to market on a daily basis. These transactions involve certain risks, including the risk that the seller may be unable to fulfill the transaction.

L  Statement of Cash Flows — The cash amount shown in the Statement of Cash Flows of the Trust is the amount included in the Trust's Statement of Assets and Liabilities and represents the cash on hand at its custodian and does not include any short-term investments.

2  Auction Preferred Shares

The Trust issued Auction Preferred Shares (APS) on June 27, 2001 in a public offering. The underwriting discount and other offering costs incurred in connection with the offering were recorded as a reduction of the paid-in capital of the common shares. Dividends on the APS, which accrue daily, are cumulative at rates which are reset every seven days by an auction, unless a special dividend period has been set. If the APS auctions do not successfully clear, the dividend payment rate over the next period for the APS holders is set at a specific maximum applicable rate until such time as the APS auctions are successful. The maximum applicable rate on the APS is 125% of the "AA" Financial Composite Commercial Paper Rate on the date of the auction. Series of APS are identical in all respect except for the reset dates of the dividend rates.

The number of APS issued and outstanding as of June 30, 2008 is as follows:

    APS Issued and Outstanding  
Series A     2,200    
Series B     2,200    

 

The APS are redeemable at the option of the Trust at a redemption price equal to $25,000 per share, plus accumulated and unpaid dividends, on any dividend payment date. The APS are also subject to mandatory redemption at a redemption price equal to $25,000 per share, plus accumulated and unpaid dividends, if the Trust is in default for an extended period on its asset maintenance requirements with respect to the APS. If the dividends on the APS remain unpaid in an amount equal to two full years' dividends, the holders of the APS as a class have the right to elect a majority of the Board of Trustees. In general, the holders of the APS and the common shares have equal voting rights of one vote per share, except that the holders of the APS, as a separate class, have the right to elect at least two members of the Board of Trustees. The APS have a liquidation preference of $25,000 per share, plus accumulated and unpaid dividends. The Trust is required to maintain certain asset coverage with respect to the APS as defined in the Trust's By-Laws and the 1940 Act. The Trust pays an annual fee equivalent to


32



Eaton Vance Senior Income Trust as of June 30, 2008

NOTES TO FINANCIAL STATEMENTS CONT'D

0.25% of the liquidation value of the APS for the remarketing efforts associated with the APS auctions.

3 Distributions to Shareholders

The Trust intends to make monthly distributions of net investment income to common shareholders, after payment of any dividends on any outstanding APS. In addition, at least annually, the Trust intends to distribute all or substantially all of its net realized capital gains, (reduced by available capital loss carryforwards from prior years, if any). Distributions to common shareholders are recorded on the ex-dividend date. Distributions to preferred shareholders are recorded daily and are payable at the end of each dividend period. The dividend rates for the APS at June 30, 2008, and the amount of dividends paid (including capital gains, if any) to APS shareholders, average APS dividend rates, and dividend rate ranges for the year then ended were as follows:

    APS
Dividend Rates at
June 30, 2008
  Dividends
Paid to APS
Shareholders
  Average APS
Dividend
Rates
  Dividend
Rate
Ranges
 
Series A     2.68 %   $ 2,420,312       4.40 %     2.44 % – 6.50%  
Series B     2.74 %   $ 2,421,387       4.40 %     2.46 % – 6.50%  

 

Beginning February 13, 2008 and consistent with the patterns in the broader market for auction-rate securities, the Trust's APS auctions were unsuccessful in clearing due to an imbalance of sell orders over bids to buy the APS. As a result, the dividend rates of the APS were reset to the maximum applicable rate. The table above reflects such maximum dividend rate for each series as of June 30, 2008.

The Trust distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.

The tax character of distributions declared for the years ended June 30, 2008 and June 30, 2007 was as follows:

    Year Ended June 30,  
    2008   2007  
Distributions declared from:  
Ordinary income   $ 26,903,930     $ 29,204,034    

 

During the year ended June 30, 2008, accumulated net realized loss was decreased by $7,290, accumulated undistributed net investment income was decreased by $1,393,179 and paid-in capital was increased by $1,385,889 due to differences between book and tax accounting, primarily for premium amortization, foreign currency gain (loss), mixed straddles and swap contracts. These reclassifications had no effect on the net assets or net asset value per share of the Trust.

As of June 30, 2008 the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:

Undistributed ordinary income   $ 615,109    
Net unrealized depreciation   $ (38,904,170 )  
Capital loss carryforward and post October losses   $ (51,531,119 )  

 

The differences between components of distributable earnings (accumulated losses) on a tax basis and the amounts reflected in the Statement of Assets and Liabilities are primarily due to wash sales, premium amortization, swap contracts and investments in partnerships.

4  Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by EVM as compensation for management and investment advisory services rendered to the Trust. The fee is computed at an annual rate of 0.85% of the Trust's average weekly gross assets and is payable monthly. The portion of the adviser fee payable by Cash Management on the Trust's investment of cash therein is credited against the Trust's adviser fee. For the year ended June 30, 2008, the Trust's adviser fee totaled $4,203,422 of which $39,474 was allocated from Cash Management and $4,163,948 was paid or accrued directly by the Trust. The administration fee is earned by EVM for administering the business affairs of the Trust and is computed at an annual rate of 0.25% of the Trust's average weekly gross assets. For the year ended June 30, 2008, the administration fee amounted to $1,236,704.

Except for Trustees of the Trust who are not members of EVM's organization, officers and Trustees receive remuneration for their services to the Trust out of the investment adviser fee. Trustees of the Trust who are not affiliated with EVM may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the year ended June 30, 2008, no significant amounts have been deferred. Certain officers and Trustees of the Trust are officers of EVM.


33



Eaton Vance Senior Income Trust as of June 30, 2008

NOTES TO FINANCIAL STATEMENTS CONT'D

5  Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations and including maturities and principal repayments on Senior Loans, aggregated $127,996,603 and $147,602,575, respectively, for the year ended June 30, 2008.

6  Common Shares of Beneficial Interest

The Trust may issue common shares pursuant to its dividend reinvestment plan. There were no transactions in common shares for the years ended June 30, 2008 and June 30, 2007.

7  Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Trust at June 30, 2008, as determined on a federal income tax basis, were as follows:

Aggregate cost   $ 523,596,996    
Gross unrealized appreciation   $ 2,402,655    
Gross unrealized depreciation     (41,332,648 )  
Net unrealized depreciation   $ (38,929,993 )  

 

8  Restricted Securities

At June 30, 2008, the Trust owned the following securities (representing less than 0.01% of net assets) which were restricted as to public resale and not registered under the Securities Act of 1933 (excluding Rule 144A securities). The Trust has various registration rights (exercisable under a variety of circumstances) with respect to these securities. The fair value of these securities is determined based on valuations provided by brokers when available, or if not available, they are valued at fair value using methods determined in good faith by or at the direction of the Trustees.

Description   Date of
Acquisition
  Shares   Cost   Value  
Preferred Stocks  
Hayes Lemmerz
International, Series A
  6/04/03     35     $ 1,750     $ 655    
Key Plastics, LLC,
Series A
  4/26/01     15       15,000       0    
    $ 16,750     $ 655    

 

9  Financial Instruments

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

A summary of obligations under these financial instruments at June 30, 2008 is as follows:

Forward Foreign Currency Exchange Contracts

Sales  
Settlement
Date
  Deliver   In Exchange For   Net Unrealized
Appreciation
 
7/31/08   British Pound Sterling   United States Dollar    
   
      5,343,013       10,611,866     $ 1,335    
7/31/08   Euro
17,900,705
  United States Dollar
28,208,825
    45,327    
            $ 46,662    

 

Credit Default Swaps

Counterparty   Reference
Entity
  Buy/
Sell
  Notional
Amount
(000's
omitted)
  Pay/
Receive
Annual
Fixed Rate
  Termination
Date
  Net
Unrealized
Appreciation
 
Lehman                                    
   
Brothers, Inc.   Inergy, L.P.   Sell   $ 1,500       2.20 %     3/22/2010     $ 9,108    

 

At June 30, 2008, the Trust had sufficient cash and/or securities to cover commitments under these contracts.

10  Revolving Credit and Security Agreement

The Trust has entered into a Revolving Credit and Security Agreement (the Agreement) with conduit lenders and a bank that allows it to borrow up to an initial limit of $120 million and to invest the borrowings in accordance with its investment practices. Borrowings under the Agreement are secured by the assets of the Trust. Interest is charged at a rate above the conduits' commercial paper issuance rate and is payable monthly.


34



Eaton Vance Senior Income Trust as of June 30, 2008

NOTES TO FINANCIAL STATEMENTS CONT'D

Under the terms of the Agreement, the Trust also pays a program fee of 0.24% per annum on its outstanding borrowings to administer the facility and a liquidity fee of 0.13% per annum on the amount of the facility. Program and commitment fees for the year ended June 30, 2008 totaled $446,688 and are included in interest expense and fees in the Statement of Operations. For the year ended June 30, 2008, the average borrowings under the Agreement and the average interest rate were $109,822,404 and 4.66%, respectively.

11  Risk Associated with Foreign Investments

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

12  Concentration of Credit Risk

The Trust invests primarily in below investment grade floating-rate loans, which are considered speculative because of the credit risk of their issues. Changes in economic conditions or other circumstances are more likely to reduce the capacity of issuers of these securities to make principal and interest payments. Such companies are more likely to default on their payments of interest and principal owed than issuers of investment grade bonds. An economic downturn generally leads to a higher nonpayment rate, and a loan or other debt obligation may lose significant value before a default occurs. Lower rated investments also may be subject to a greater price volatility than higher rated investments. Moreover, the specific collateral used to secure a loan may decline in value or become illiquid, which would adversely affect the loan's value.

13  Recently Issued Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 157 (FAS 157), "Fair Value Measurements". FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. As of June 30, 2008, management does not believe the adoption of FAS 157 will impact the amounts reported in the financial statements; however, additional disclosures may be required about the inputs used to develop the measurements of fair value and the effect of certain of the measurements on changes in net assets for the period.

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161 (FAS 161), "Disclosures about Derivative Instruments and Hedging Activities". FAS 161 requires enhanced disclosures about an entity's derivative and hedging activities, including qualitative disclosures about the objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk related contingent features in derivative instruments. FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. Management is currently evaluating the impact the adoption of FAS 161 will have on the Trust's financial statement disclosures.


35




Eaton Vance Senior Income Trust as of June 30, 2008

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Shareholders
of Eaton Vance Senior Income Trust:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Senior Income Trust (the "Trust"), including the portfolio of investments, as of June 30, 2008, and the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Trust's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities and senior loans owned as of June 30, 2008, by correspondence with the custodian, brokers and selling or agent banks; where replies were not received from brokers and selling or agent banks, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Senior Income Trust as of June 30, 2008, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP
Boston, Massachusetts
August 15, 2008


36



Eaton Vance Senior Income Trust as of June 30, 2008

FEDERAL TAX INFORMATION (Unaudited)

The Form 1099-DIV you receive in January 2009 will show the tax status of all distributions paid to your account in calendar 2008. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Trust.


37




Eaton Vance Senior Income Trust

DIVIDEND REINVESTMENT PLAN

The Trust offers a dividend reinvestment plan (the Plan) pursuant to which shareholders automatically have dividends and capital gains distributions reinvested in common shares (the Shares) of the Trust unless they elect otherwise through their investment dealer. On the distribution payment date, if the net asset value per Share is equal to or less than the market price per Share plus estimated brokerage commissions then new Shares will be issued. The number of Shares shall be determined by the greater of the net asset value per Share or 95% of the market price. Otherwise, Shares generally will be purchased on the open market by the Plan Agent. Distributions subject to income tax (if any) are taxable whether or not shares are reinvested.

If your shares are in the name of a brokerage firm, bank, or other nominee, you can ask the firm or nominee to participate in the Plan on your behalf. If the nominee does not offer the Plan, you will need to request that your shares be re-registered in your name with the Trust's transfer agent, American Stock Transfer & Trust Company, or you will not be able to participate.

The Plan Agent's service fee for handling distributions will be paid by the Trust. Each participant will be charged their pro rata share of brokerage commissions on all open-market purchases.

Plan participants may withdraw from the Plan at any time by writing to the Plan Agent at the address noted on the following page. If you withdraw, you will receive shares in your name for all Shares credited to your account under the Plan. If a participant elects by written notice to the Plan Agent to have the Plan Agent sell part or all of his or her Shares and remit the proceeds, the Plan Agent is authorized to deduct a $5.00 fee plus brokerage commissions from the proceeds.

If you wish to participate in the Plan and your shares are held in your own name, you may complete the form on the following page and deliver it to the Plan Agent.

Any inquiries regarding the Plan can be directed to the Plan Agent, American Stock Transfer & Trust Company, at 1-866-439-6787.


38



Eaton Vance Senior Income Trust

APPLICATION FOR PARTICIPATION IN DIVIDEND REINVESTMENT PLAN

This form is for shareholders who hold their common shares in their own names. If your common shares are held in the name of a brokerage firm, bank, or other nominee, you should contact your nominee to see if it will participate in the Plan on your behalf. If you wish to participate in the Plan, but your brokerage firm, bank, or nominee is unable to participate on your behalf, you should request that your common shares be re-registered in your own name which will enable your participation in the Plan.

The following authorization and appointment is given with the understanding that I may terminate it at any time by terminating my participation in the Plan as provided in the terms and conditions of the Plan.

  Please print exact name on account:

  Shareholder signature  Date

  Shareholder signature  Date

  Please sign exactly as your common shares are registered. All persons whose names appear on the share certificate must sign.

YOU SHOULD NOT RETURN THIS FORM IF YOU WISH TO RECEIVE YOUR DISTRIBUTIONS IN CASH. THIS IS NOT A PROXY.

The authorization form, when signed, should be mailed to the following address:

Eaton Vance Senior Income Trust
c/o American Stock Transfer & Trust Company
P.O. Box 922
Wall Street Station
New York, NY 10269-0560

Number of Employees

The Trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company and has no employees.

Number of Shareholders

As of June 30, 2008, our records indicate that there are 208 registered shareholders and approximately 14,515 shareholders owning the Trust shares in street name, such as through brokers, banks, and financial intermediaries.

If you are a street name shareholder and wish to receive our reports directly, which contain important information about the Trust, please write or call:

Eaton Vance Distributors, Inc.
The Eaton Vance Building
255 State Street
Boston, MA 02109
1-800-225-6265

New York Stock Exchange symbol

The New York Stock Exchange symbol is EVF.


39



Eaton Vance Senior Income Trust

BOARD OF TRUSTEES' ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT

Overview of the Contract Review Process

The Investment Company Act of 1940, as amended (the "1940 Act"), provides, in substance, that each investment advisory agreement between a fund and its investment adviser will continue in effect from year to year only if its continuance is approved at least annually by the fund's board of trustees, including by a vote of a majority of the trustees who are not "interested persons" of the fund ("Independent Trustees"), cast in person at a meeting called for the purpose of considering such approval.

At a meeting of the Boards of Trustees (each a "Board") of the Eaton Vance group of mutual funds (the "Eaton Vance Funds") held on April 21, 2008, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board (formerly the Special Committee), which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished for a series of meetings of the Contract Review Committee held in February, March and April 2008. Such information included, among other things, the following:

Information about Fees, Performance and Expenses

•  An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;

•  An independent report comparing each fund's total expense ratio and its components to comparable funds;

•  An independent report comparing the investment performance of each fund to the investment performance of comparable funds over various time periods;

•  Data regarding investment performance in comparison to relevant peer groups of funds and appropriate indices;

•  Comparative information concerning fees charged by each adviser for managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing the fund;

•  Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management

•  Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;

•  Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through "soft dollar" benefits received in connection with the funds' brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;

•  Data relating to portfolio turnover rates of each fund;

•  The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser

•  Reports detailing the financial results and condition of each adviser;

•  Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;

•  Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;

•  Copies of or descriptions of each adviser's proxy voting policies and procedures;

•  Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;

•  Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;

Other Relevant Information

•  Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;

•  Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds' administrator; and

•  The terms of each advisory agreement.


40



Eaton Vance Senior Income Trust

BOARD OF TRUSTEES' ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT CONT'D

In addition to the information identified above, the Contract Review Committee considered information provided from time to time by each adviser throughout the year at meetings of the Board and its committees. Over the course of the twelve-month period ended April 30, 2008, the Board met eleven times and the Contract Review Committee, the Audit Committee and the Governance Committee, each of which is a Committee comprised solely of Independent Trustees, met twelve, seven and five times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the fund's investment objective. The Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee are newly established and did not meet during the twelve-month period ended April 30, 2008.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the fund's investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.

The Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuance of the investment advisory agreement between the Eaton Vance Senior Income Trust (the "Fund") and Eaton Vance Management (the "Adviser"), including its fee structure, is in the interests of shareholders and, therefore, the Contract Review Committee recommended to the Board approval of the agreement. The Board accepted the recommendation of the Contract Review Committee as well as the factors considered and conclusions reached by the Contract Review Committee with respect to the agreement. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve continuation of the investment advisory agreement for the Fund.

Nature, Extent and Quality of Services

In considering whether to approve the investment advisory agreement of the Fund, the Board evaluated the nature, extent and quality of services provided to the Fund by the Adviser.

The Board considered the Adviser's management capabilities and investment process with respect to the types of investments held by the Fund, including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Fund. In particular, the Board evaluated the abilities and experience of such investment personnel in analyzing special considerations relevant to investing in senior secured floating-rate loans. The Board noted the experience of the Adviser's large group of bank loan investment professionals and other personnel who provide services to the Fund, including portfolio managers and analysts. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation paid to recruit and retain investment personnel, and the time and attention devoted to the Fund by senior management.

The Board also reviewed the compliance programs of the Adviser and relevant affiliates thereof. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the Adviser and its affiliates to requests from regulatory authorities such as the Securities and Exchange Commission.

The Board considered shareholder and other administrative services provided or managed by Eaton Vance Management and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large family of funds.

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory agreement.


41



Eaton Vance Senior Income Trust

BOARD OF TRUSTEES' ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT CONT'D

Fund Performance

The Board compared the Fund's investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one-, three- and five-year periods ended September 30, 2007 for the Fund. The Board noted that the Fund's performance relative to its peers is affected by management's focus on reducing volatility. The Board concluded that the performance of the Fund was satisfactory.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates, including any administrative fee rates, payable by the Fund (referred to collectively as "management fees"). As part of its review, the Board considered the Fund's management fees and total expense ratio for the year ended September 30, 2007, as compared to a group of similarly managed funds selected by an independent data provider.

The Board considered the financial resources committed by the Adviser in structuring the Fund at the time of its initial public offering and the waiver of fees provided by the Adviser for the first five years of the Fund's life. After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser, the Board concluded that the management fees charged for advisory and related services and the Fund's total expense ratio are reasonable.

Profitability

The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof in providing investment advisory and administrative services to the Fund and to all Eaton Vance Funds as a group. The Board considered the level of profits realized with and without regard to revenue sharing or other payments by the Adviser and its affiliates to third parties in respect of distribution services. The Board also considered other direct or indirect benefits received by the Adviser and its affiliates in connection with its relationship with the Fund.

The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by the Adviser and its affiliates are reasonable.

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board also considered the fact that the Fund is not continuously offered and concluded that, in light of the level of the Adviser's profits with respect to the Fund, the implementation of breakpoints in the advisory fee schedule is not appropriate at this time. Based upon the foregoing, the Board concluded that the benefits from economies of scale are currently being shared equitably by the Adviser and its affiliates and the Fund.


42




Eaton Vance Senior Income Trust

MANAGEMENT AND ORGANIZATION

Fund Management. The Trustees of Eaton Vance Senior Income Trust (the Trust) are responsible for the overall management and supervision of the Trust's affairs. The Trustees and officers of the Trust are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust hold indefinite terms of office. The "noninterested Trustees" consist of those Trustees who are not "interested persons" of the Trust, as that term is defined under the 1940 Act. The business address of each Trustee and officer is The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109. As used below, "EVC" refers to Eaton Vance Corp., "EV" refers to Eaton Vance, Inc., "EVM" refers to Eaton Vance Management, "BMR" refers to Boston Management and Research and "EVD" refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below.

Name and
Date of Birth
  Position(s)
with the
Trust
  Term of
Office and
Length of
Service
  Principal Occupation(s)
During Past Five Years
  Number of Portfolios
in Fund Complex
Overseen By
Trustee(1) 
  Other Directorships Held  
Interested Trustee                          
Thomas E. Faust Jr.
5/31/58
  Class I Trustee   Until 2011. 3 years. Since 2007.   Chairman, Chief Executive Officer and President of EVC, President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or Officer of 177 registered investment companies and 5 private investment companies managed by EVM or BMR. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC, and EV which are affiliates of the Trust.     177     Director of EVC  
Noninterested Trustee(s)                          
Benjamin C. Esty
1/2/63
  Class I Trustee   Until 2011. 3 years. Since 2005.   Roy and Elizabeth Simmons Professor of Business Administration, Harvard University Graduate School of Business Administration.     177     None  
Allen R. Freedman
4/3/40
  Class II Trustee   Until 2009. 2 years. Since 2007.   Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Formerly, Chairman and Director on Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007).     177     Director of Assurant, Inc. (insurance provider) and Stonemor Partners L.P. (owner and operator of cemeteries)  
William H. Park
9/19/47
  Class III Trustee   Until 2010. 3 years. Since 2003.   Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (since 2006). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005).     177     None  
Ronald A. Pearlman
7/10/40
  Class I
APS Trustee
  Until 2011. 3 years. Since 2003.   Professor of Law, Georgetown University Law Center.     177     None  
Heidi L. Steiger
7/8/53
  Class III Trustee   Until 2010. 3 years. Since 2007.   President, Lowenhaupt Global Advisors, LLC (global wealth management firm) (since 2005). Formerly, President and Contributing Editor, Worth Magazine (2004-2005). Formerly, Executive Vice President and Global Head of Private Asset Management (and various other positions), Neuberger Berman (investment firm) (1986-2004).     177     Director of Nuclear Electric Insurance Ltd. (nuclear insurance provider) and Aviva USA (insurance provider)  
Lynn A. Stout
9/14/57
  Class III Trustee   Until 2010. 3 years. Since 1999.   Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law.     177     None  
Ralph F. Verni
1/26/43
  Chairman of the Board and Class II
APS Trustee
  Until 2009. 3 years. Trustee since 2005; Chairman since 2007.   Consultant and private investor.     177     None  

 


43



Eaton Vance Senior Income Trust

MANAGEMENT AND ORGANIZATION CONT'D

Principal Officers who are not Trustees  

 

Name and
Date of Birth
  Position(s)
with the
Trust
  Term of
Office and
Length of
Service
  Principal Occupation(s)
During Past Five Years(1) 
 
Scott H. Page
11/30/59
  President   Since 2007*   Vice President of EVM and BMR. Officer of 14 registered investment companies managed by EVM or BMR.  
John P. Redding
3/21/63
  Vice President   Since 2001   Vice President of EVM and BMR. Officer of 1 registered investment company managed by EVM or BMR.  
Michael W. Weilheimer
2/11/61
  Vice President   Since 1998   Vice President of EVM and BMR. Officer of 29 registered investment companies managed by EVM or BMR.  
Barbara E. Campbell
6/19/57
  Treasurer   Since 2005   Vice President of EVM and BMR. Officer of 177 registered investment companies managed by EVM or BMR.  
Maureen A. Gemma
5/24/60
  Chief Legal Officer and Secretary   Since 2007   Vice President of EVM and BMR. Officer of 177 registered investment companies managed by EVM or BMR.  
Paul M. O'Neil
7/11/53
  Chief
Compliance Officer
  Since 2004   Vice President of EVM and BMR. Officer of 177 registered investment companies managed by EVM or BMR.  

 

(1)  Includes both master and feeder funds in a master-feeder structure.

*  Prior to becoming President of the Trust, Mr. Page served as Vice President since 1998.

In accordance with Section 303A.12 (a) of the New York Stock Exchange Listed Company Manual, the Trust's Annual CEO Certification certifying as to compliance with NYSE's Corporate Governance Listing Standards was submitted to the Exchange on October 12, 2007.


44




Investment Adviser and Administrator of Eaton Vance Senior Income Trust
Eaton Vance Management

The Eaton Vance Building
255 State Street
Boston, MA 02109

Custodian
State Street Bank and Trust Company

200 Clarendon Street
Boston, MA 02116

Transfer Agent
American Stock Transfer & Trust Company

59 Maiden Lane
Plaza Level
New York, NY 10038

Independent Registered Public Accounting Firm
Deloitte & Touche LLP

200 Berkeley Street
Boston, MA 02116-5022

Eaton Vance Senior Income Trust
The Eaton Vance Building
255 State Street
Boston, MA 02109



171-8/08  SITSRC




 

Item 2. Code of Ethics

 

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

 

Item 3. Audit Committee Financial Expert

 

The registrant’s Board has designated William H. Park, an independent trustee, as its audit committee financial expert.  Mr. Park is a certified public accountant who is the Vice Chairman of Commercial

 



 

Industrial Finance Corp (specialty finance company). Previously, he served as President and Chief Executive Officer of Prizm Capital Management, LLC (investment management firm) and as Executive Vice President and Chief Financial Officer of United Asset Management Corporation (“UAM”) (a holding company owning institutional investment management firms).

 

Item 4. Principal Accountant Fees and Services

 

(a)-(d)

 

The following table presents the aggregate fees billed to the registrant for the registrant’s fiscal years ended June 30, 2007 and June 30, 2008 by the registrant’s principal accountant for professional services rendered for the audit of the registrant’s annual financial statements and fees billed for other services rendered by the principal accountant during such periods.

 

Eaton Vance Senior Income Trust

 

Fiscal Years Ended

 

06/30/07

 

06/30/08

 

 

 

 

 

 

 

Audit Fees

 

$

58,700

 

$

56,770

 

 

 

 

 

 

 

Audit-Related Fees(1)

 

$

5,150

 

$

23,330

 

 

 

 

 

 

 

Tax Fees(2)

 

$

13,384

 

$

17,710

 

 

 

 

 

 

 

All Other Fees(3)

 

$

0

 

$

0

 

 

 

 

 

 

 

Total

 

$

77,234

 

$

97,810

 

 


(1)           Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under the category of audit fees and specifically includes fees for the performance of certain agreed upon procedures relating to the registrant’s auction preferred shares and revolving credit agreement.

 

(2)           Tax fees consist of the aggregate fees billed for professional services rendered by the principal accountant relating to tax compliance, tax advice, and tax planning and specifically include fees for tax return preparation.

 

(3)           All other fees consist of the aggregate fees billed for products and services provided by the registrant’s principal accountant other than audit, audit-related, and tax services.

 

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

 

The Pre-Approval Policies and the types of audit and non-audit services pre-approved therein must be reviewed and ratified by the registrant’s audit committee at least annually.  The registrant’s audit

 



 

committee maintains full responsibility for the appointment, compensation, and oversight of the work of the registrant’s principal accountant.

 

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

 

(f) Not applicable.

 

(g) The following table presents (i) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to the registrant by the registrant’s principal accountant for the registrant’s fiscal year ended June 30, 2007 and the fiscal year ended June 30, 2008; and (ii) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to the Eaton Vance organization by the registrant’s principal accountant for the same time periods.

 

Fiscal Years Ended

 

06/30/07

 

06/30/08

 

 

 

 

 

 

 

Registrant

 

$

18,534

 

$

41,040

 

 

 

 

 

 

 

Eaton Vance(1)

 

$

83,500

 

$

445,126

 

 

 

 

 

 

 

Total

 

$

102,034

 

$

486,166

 

 


(1)

The investment adviser to the registrant, as well as any of its affiliates that provide ongoing services to the registrant, are subsidiaries of Eaton Vance Corp.

 

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

 

Item 5.  Audit Committee of Listed registrants

 

The registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities and Exchange Act of 1934, as amended. William H. Park (Chair), Lynn A. Stout, Heidi L. Steiger and Ralph E. Verni are the members of the registrant’s audit committee.

 

Item 6. Schedule of Investments

 

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

 



 

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

 

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

 

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

 

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

 



 

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

 

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

 

Scott H. Page, John Redding and other Eaton Vance Management (“EVM”) investment professionals comprise the investment team responsible for the overall management of the Fund’s investments as well as allocations of the Fund’s assets between common and preferred stocks.  Messrs. Page and Redding are the portfolio managers responsible for the day-to-day management of specific segments of the Fund’s investment portfolio.

 

Mr. Page has been an Eaton Vance portfolio manager since 1996 and is a Vice President of EVM and Boston Management and Research, an Eaton Vance subsidiary (“BMR”). He is head of Eaton Vance’s Senior Loan Group.  Mr. Redding has been with Eaton Vance since 1998 and is a Vice President of EVM and BMR.  This information is provided as of the date of filing of this report.

 

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

 

 

 

Number of
All Accounts

 

Total Assets of 
All Accounts*

 

Number of Accounts
Paying a Performance
Fee

 

Total Assets of 
Accounts Paying a
Performance Fee*

 

Scott H. Page

 

 

 

 

 

 

 

 

 

Registered Investment Companies(1)

 

14

 

$

12,062.5

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

7

 

$

5,403.3

 

6

 

$

1,984.5

 

Other Accounts

 

2

 

$

1,006.7

 

0

 

$

0

 

 

 

 

 

 

 

 

 

 

 

John P. Redding

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

1

 

$

487.9

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

1

 

$

764.3

 

0

 

$

0

 

Other Accounts

 

0

 

$

0

 

0

 

$

0

 

 


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

 

(1) Numbers provided include certain investment companies structured as fund of funds which invest in funds in the Eaton Vance Complex advised by other portfolio managers.

 

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

 

Portfolio Manager

 

Dollar Range of
Equity Securities
Owned in the Fund

 

Scott H. Page

 

$

100,001 - $500,000

 

John P. Redding

 

$

50,001 - $100,000

 

 



 

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

 

Portfolio Manager Compensation Structure

 

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

 

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

 

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

 



 

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

 

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

 

No such purchases this period.

 

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

 

No Material Changes.

 

Item 11. Controls and Procedures

 

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

 

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

 

Item 12. Exhibits

 

(a)(1)

 

Registrant’s Code of Ethics – Not applicable (please see Item 2).

(a)(2)(i)

 

Treasurer’s Section 302 certification.

(a)(2)(ii)

 

President’s Section 302 certification.

(b)

 

Combined Section 906 certification.

 



 

Signatures

 

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

 

Eaton Vance Senior Income Trust

 

By:

/s/ Scott H. Page

 

 

Scott H. Page

 

President

 

 

 

 

Date:

August 8, 2008

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 

By:

/s/ Barbara E. Campbell

 

 

Barbara E. Campbell

 

 

Treasurer

 

 

 

 

 

 

 

Date:

August 8, 2008

 

 

 

 

 

 

 

By:

/s/ Scott H. Page

 

 

Scott H. Page

 

 

President

 

 

 

 

 

 

 

Date:

August 8, 2008