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)

 

Alan R. Dynner
The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:

(617) 482-8260

 

 

Date of fiscal year end:

June 30

 

 

Date of reporting period:

June 30, 2006

 

 



 

Item 1. Reports to Stockholders

 



Annual Report June 30, 2006

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, 2006

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

 

The Trust

 

Performance for the Year ended June 30, 2006

 

             Based on share price, Eaton Vance Senior Income Trust (“the Trust”), a closed-end fund traded on the New York Stock Exchange, had a total return of 8.46% for the year ended June 30, 2006. That return was the result of an increase in share price from $8.04 on June 30, 2005 to $8.13 on June 30, 2006 and the reinvestment of $0.569 in regular monthly dividends.(1)

 

             Based on net asset value (NAV), the Trust had a total return of 7.02% for the year ended June 30, 2006. That return was the result of a decrease in NAV from $8.76 on June 30, 2005 to $8.74 on June 30, 2006, and the reinvestment of all distributions.(1)

 

             Based on its June 2006 monthly dividend payment of $0.052 and a closing share price of $8.13, the Trust had a market yield of 7.68%.(2)

 

             For performance comparison, the S&P/LSTA Leveraged Loan Index – an unmanaged index of U.S. dollar-denominated leveraged loans – had a total return of 6.06% for the year ended June 30, 2006.(3)

 

Management Discussion

 

             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.

 

             The Trust’s investments in senior floating-rate loans represented 401 borrowers at June 30, 2006. The Trust’s average loan size was 0.21% of total investments, and no industry constituted more than 7% of the Trust’s total investments. Health care, chemicals & plastics, building & development (which includes companies that manage/own apartments, shopping malls and commercial office buildings, among others), leisure goods/activities/movies, and business equipment & services were the Trust’s largest industry weightings.(4)

 

             The loan market was characterized by higher interest rates, narrowing credit spreads and a soaring volume of new issues. The London Inter-Bank Offered Rate (LIBOR) – the benchmark over which loan interest rates are typically set – rose in lockstep with the Federal Reserve’s Federal Funds rate. Toward the end of the period, there were signs that spreads appeared to have bottomed, with lenders increasingly able to get more favorable terms on loans.

 

             The Trust also had an 8.8% (of total investments) position in high-yield bonds, which was additive to total return on NAV. The high-yield bond segment remained focused on B-rated bonds and on shorter maturities, which provided more flexibility in times of increasing market volatility.

 

             The Trust’s share price traded at a discount versus its NAV, as have many closed-end income funds that employ leverage. However, most of these funds buy fixed-rate investments and often use shorter and/or floating-rate instruments, which, in a rising interest rate environment, can impair a closed-end fund’s ability to earn and pay dividends. For this reason, closed-end income funds may trade flat-to-lower in a rising-rate climate, such as the one we have recently experienced. In contrast, the Trust invests primarily in floating rate instruments, which may add income in a rising interest rate environment. While it is difficult to attribute the Trust’s market share discount to NAV to one factor, we believe a likely cause was a market perception that rising rates impair the earning power of closed-end income funds. If this were the cause, management believes that the market failed to distinguish the floating-rate nature of most of the Trust’s assets. Although there is no certainty that the Trust will continue to do so, the Trust raised its dividend during the year ended June 30, 2006.

 

             At June 30, 2006, the Trust had leverage in the amount of approximately 42% of the Trust’s total assets. The Trust employs leverage though the issuance of Auction Preferred Shares (APS) and a commercial paper program.(5) 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 leverage rises and falls with changes in short-term interest rates. Such increases/decreases in the cost of the Trust’s leverage may be offset by increased/decreased income from the Trust’s senior loan investments.

 

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. Investment return and principal value will fluctuate so that shares, when redeemed, 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.

 

Shares of the Trust 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. Yield will vary.

 


(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)The Trust’s market yield is calculated by dividing the most recent dividend per share by the share market price at the end of the period and annualizing the result. (3) It is not possible to invest directly in an Index. The Index’s total return reflects changes in value of the loans comprising 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, such as the issuance of Auction Preferred Shares. (4) Holdings and industry weightings are subject to change due to active management. (5) In the event of a rise in long-term interest rates, the value of the Trust’s investment portfolio could decline, which would reduce the asset coverage for its Auction Preferred Shares.

 

1



 

Eaton Vance Senior Income Trust as of June 30, 2006

PERFORMANCE

 

Performance (1)

 

Average Annual Total Return (by share price, NYSE)

 

 

 

One Year

 

8.46

%

Five Years

 

4.59

 

Life of Fund (10/30/98)

 

4.63

 

 

Average Annual Total Return (at net asset value)

 

 

 

One Year

 

7.02

%

Five Years

 

6.34

 

Life of Fund (10/30/98)

 

5.66

 

 


(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. In the event of a rise in long-term interest rates, the value of the Trust’s investment portfolio could decline, which would reduce the asset coverage for its Auction Preferred Shares.

 

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. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return.

 

The views expressed in 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 Eaton Vance disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for an Eaton Vance fund are based on many factors, may not be relied on as an indication of trading intent on behalf of any Eaton Vance fund.

 

Diversification by Industries (2)

 

Healthcare

 

6.5

%

Chemicals & Plastics

 

5.8

 

Building & Development

 

5.4

 

Leisure Goods/Activities/Movies

 

5.1

 

Business Equip. & Services

 

4.8

 

Cable & Satellite Television

 

4.8

 

Radio & Television

 

4.7

 

Telecommunications

 

4.6

 

Automotive

 

4.5

 

Lodging & Casinos

 

3.6

 

Publishing

 

3.4

 

Containers & Glass Products

 

3.4

 

Financial Intermediaries

 

3.2

 

Retailers (Except food & drug)

 

3.1

 

Oil & Gas

 

3.1

 

Conglomerates

 

2.5

 

Utilities

 

2.5

 

Electronics/Electrical

 

2.5

 

Food Service

 

2.2

 

Forest Products

 

2.2

 

Food Products

 

2.0

%

Aerospace & Defense

 

2.0

 

Food/Drug Retailers

 

1.7

 

Nonferrous Metals/Minerals

 

1.5

 

Ecological Services & Equip.

 

1.3

 

Beverage & Tobacco

 

1.1

 

Insurance

 

1.0

 

Home Furnishings

 

1.0

 

Equipment Leasing

 

1.0

 

Industrial Equipment

 

0.8

 

Drugs

 

0.8

 

Clothing/Textiles

 

0.7

 

Cosmetics/Toiletries

 

0.5

 

Surface Transport

 

0.5

 

Rail Industries

 

0.5

 

Air Transport

 

0.3

 

Farming/Agriculture

 

0.2

 

Steel

 

0.2

 

Brokers/Dealers/Investment

 

0.1

 

 


(2)   Reflects the Trust’s investments as of June 30, 2006. Industries are shown as a percentage of the Trust’s total investments. Portfolio information may not be representative of current or future investments and may change due to active management.

 

Trust Allocations (3)

 

By total invetsments

 

 


(3)        Trust Allocations are shown as a percentage of the Trust’s total investments as of June 30, 2006. Trust statistics may not be representative of current or future investments and are subject to change due to active management.

 

2



Eaton Vance Senior Income Trust as of June 30, 2006

PORTFOLIO OF INVESTMENTS

Senior Floating Rate Interests — 146.7%(1)      
Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Aerospace and Defense — 3.2%      
Alliant Techsystems, Inc.      
$ 306,250     Term Loan, 6.50%, Maturing March 31, 2009   $ 306,761    
Awas Capital Inc.      
  1,386,508     Term Loan, 11.50%, Maturing March 22, 2013     1,396,907    
Delta Air Lines, Inc.      
  1,275,000     Term Loan, 12.77%, Maturing March 27, 2008     1,318,350    
Dresser Rand Group, Inc.      
  228,107     Term Loan, 7.09%, Maturing October 29, 2011     230,131    
DRS Technologies, Inc.      
  548,625     Term Loan, 6.65%, Maturing January 31, 2013     550,768    
Hexcel Corp.      
  532,984     Term Loan, 6.81%, Maturing March 1, 2012     534,539    
IAP Worldwide Services, Inc.      
  522,375     Term Loan, 8.50%, Maturing December 30, 2012     524,334    
K&F Industries, Inc.      
  843,220     Term Loan, 7.11%, Maturing November 18, 2012     844,977    
Mid-Western Aircraft Systems, Inc.      
  744,997     Term Loan, 7.32%, Maturing December 31, 2011     750,026    
Standard Aero Holdings, Inc.      
  1,067,635     Term Loan, 7.65%, Maturing August 24, 2012     1,065,634    
Transdigm, Inc.      
  875,000     Term Loan, 7.45%, Maturing June 23, 2013     876,459    
Vought Aircraft Industries, Inc.      
  1,118,976     Term Loan, 8.00%, Maturing December 17, 2011     1,128,768    
Wam Aquisition, S.A.      
  362,670     Term Loan, 8.25%, Maturing July 15, 2013     366,685    
  362,670     Term Loan, 8.75%, Maturing May 15, 2014     368,369    
            $ 10,262,708    
Air Transport — 0.3%      
United Airlines, Inc.      
$ 743,750     Term Loan, 8.63%, Maturing February 1, 2012   $ 752,195    
  106,250     Term Loan, 9.13%, Maturing February 1, 2012     107,456    
            $ 859,651    
Automotive — 6.6%      
Accuride Corp.      
$ 1,125,902     Term Loan, 7.31%, Maturing January 31, 2012   $ 1,129,561    
Affina Group, Inc.      
  298,389     Term Loan, 8.13%, Maturing November 30, 2011     299,508    
Axletech International Holding, Inc.      
  925,000     Term Loan, 11.52%, Maturing April 21, 2013     931,937    

 

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Automotive (continued)      
CSA Acquisition Corp.      
$ 302,480     Term Loan, 8.00%, Maturing December 23, 2011   $ 303,917    
  486,598     Term Loan, 8.00%, Maturing December 23, 2011     488,909    
Dana Corp.      
  575,000     DIP Loan, 7.65%, Maturing April 13, 2008     575,719    
Dura Operating Corp.      
  700,000     Term Loan, 8.95%, Maturing May 3, 2011     710,500    
Exide Technologies, Inc.      
  442,792     Term Loan, 11.25%, Maturing May 5, 2010     464,931    
  448,218     Term Loan, 11.25%, Maturing May 5, 2010     470,629    
Federal-Mogul Corp.      
  750,000     Term Loan, 7.60%, Maturing December 9, 2006     727,656    
  1,500,000     Term Loan, 7.85%, Maturing December 9, 2006     1,454,374    
  763,183     Term Loan, 9.10%, Maturing December 9, 2006     768,907    
Goodyear Tire & Rubber Co.      
  470,000     Term Loan, 4.73%, Maturing April 30, 2010     471,595    
  1,580,000     Term Loan, 7.95%, Maturing April 30, 2010     1,588,559    
  500,000     Term Loan, 8.70%, Maturing March 1, 2011     505,562    
HLI Operating Co., Inc.      
  908,644     Term Loan, 8.56%, Maturing June 3, 2009     916,108    
Key Automotive Group      
  891,503     Term Loan, 8.40%, Maturing June 20, 2009     900,418    
Keystone Automotive Operations, Inc.      
  872,813     Term Loan, 7.99%, Maturing October 30, 2010     872,812    
R.J. Tower Corp.      
  1,175,000     DIP Revolving Loan, 8.25%, Maturing February 2, 2007     1,191,034    
Tenneco Automotive, Inc.      
  1,194,224     Term Loan, 7.11%, Maturing December 12, 2010     1,205,719    
TI Automotive, Ltd.      
  647,054     Term Loan, 8.87%, Maturing June 30, 2011     640,583    
Trimas Corp.      
  1,901,551     Term Loan, 8.88%, Maturing December 31, 2009     1,918,785    
TRW Automotive, Inc.      
  1,562,973     Term Loan, 6.25%, Maturing June 30, 2012     1,562,756    
United Components, Inc.      
  1,025,000     Term Loan, 7.41%, Maturing June 30, 2010     1,027,562    
            $ 21,128,041    
Beverage and Tobacco — 1.9%      
Alliance One International, Inc.      
$ 419,688     Term Loan, 8.49%, Maturing May 13, 2010   $ 422,311    
Culligan International Co.      
  841,500     Term Loan, 7.25%, Maturing September 30, 2011     842,289    
National Dairy Holdings, L.P.      
  158,000     Term Loan, 7.35%, Maturing March 15, 2012     158,592    

 

See notes to financial statements

3



Eaton Vance Senior Income Trust as of June 30, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Beverage and Tobacco (continued)      
National Distribution Co.      
$ 425,000     Term Loan, 11.85%, Maturing June 22, 2010   $ 426,062    
Reynolds American, Inc.      
  1,575,000     Term Loan, 7.26%, Maturing May 31, 2012     1,582,259    
Southern Wine & Spirits of America, Inc.      
  2,403,406     Term Loan, 7.00%, Maturing June 1, 2012     2,413,921    
Sunny Delight Beverages Co.      
  364,412     Term Loan, 11.13%, Maturing August 20, 2010     360,768    
            $ 6,206,202    
Building and Development — 8.7%      
AP-Newkirk Holdings, LLC      
$ 993,611     Term Loan, 7.79%, Maturing December 21, 2007   $ 997,648    
Biomed Realty, L.P.      
  1,640,000     Term Loan, 7.36%, Maturing May 31, 2010     1,644,100    
Capital Automotive REIT      
  724,964     Term Loan, 6.86%, Maturing December 16, 2010     724,398    
DMB / CH II, LLC      
  126,000     Term Loan, 7.63%, Maturing December 22, 2008     126,315    
Epco / Fantome, LLC      
  825,000     Term Loan, 8.50%, Maturing November 23, 2010     827,062    
Formica Corp.      
  548,625     Term Loan, 8.48%, Maturing March 15, 2013     550,682    
FT-FIN Acquisition, LLC      
  667,138     Term Loan, 9.63%, Maturing November 17, 2007     668,806    
Gables GP, Inc.      
  419,645     Term Loan, 6.88%, Maturing September 30, 2006     420,257    
General Growth Properties, Inc.      
  1,000,000     Term Loan, 6.56%, Maturing February 24, 2011     989,500    
Hovstone Holdings, LLC      
  655,000     Term Loan, 7.54%, Maturing February 28, 2009     656,637    
Kyle Acquisition Group, LLC      
  257,181     Term Loan, 7.38%, Maturing July 20, 2010     257,181    
Landsource Communities, LLC      
  1,502,000     Term Loan, 7.63%, Maturing March 31, 2010     1,507,632    
LNR Property Corp.      
  945,217     Term Loan, 8.13%, Maturing February 3, 2008     946,620    
  63,900     Term Loan, 8.17%, Maturing February 3, 2008     64,273    
LNR Property Holdings      
  337,600     Term Loan, 9.63%, Maturing March 3, 2008     339,288    
MAAX Corp.      
  380,904     Term Loan, 8.30%, Maturing June 4, 2011     379,000    
Mattamy Funding Partnership      
  275,000     Term Loan, 7.48%, Maturing April 11, 2013     275,687    

 

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Building and Development (continued)      
Mueller Group, Inc.      
$ 1,042,048     Term Loan, 7.47%, Maturing October 3, 2012   $ 1,048,653    
Newkirk Master, L.P.      
  1,685,128     Term Loan, 6.83%, Maturing August 11, 2008     1,691,975    
Nortek, Inc.      
  933,375     Term Loan, 7.35%, Maturing August 27, 2011     933,521    
November 2005 Land Investors      
  498,750     Term Loan, 8.25%, Maturing May 31, 2011     499,997    
Panolam Industries Holdings, Inc.      
  805,312     Term Loan, 8.25%, Maturing September 30, 2012     817,392    
Ply Gem Industries, Inc.      
  56,109     Term Loan, 7.21%, Maturing August 15, 2011     56,109    
  841,641     Term Loan, 7.21%, Maturing August 15, 2011     841,641    
South Edge, LLC      
  328,125     Term Loan, 7.13%, Maturing October 31, 2007     328,535    
  421,875     Term Loan, 7.38%, Maturing October 31, 2009     423,808    
Stile Acquisition Corp.      
  1,222,228     Term Loan, 7.11%, Maturing April 6, 2013     1,212,590    
Stile U.S. Acquisition Corp.      
  1,224,310     Term Loan, 7.11%, Maturing April 6, 2013     1,214,656    
TE / Tousa Senior, LLC      
  575,000     Term Loan, 7.75%, Maturing July 29, 2008     574,281    
The Woodlands Community Property Co.      
  1,298,685     Term Loan, 7.24%, Maturing November 30, 2007     1,308,425    
  905,694     Term Loan, 9.24%, Maturing November 30, 2007     919,279    
Tousa / Kolter, LLC      
  1,110,000     Term Loan, 6.27%, Maturing January 7, 2008(2)     1,115,550    
TRU 2005 RE Holding Co.      
  2,200,000     Term Loan, 8.11%, Maturing December 9, 2008     2,184,875    
Trustreet Properties, Inc.      
  790,000     Term Loan, 7.11%, Maturing April 8, 2010     794,444    
United Subcontractors, Inc.      
  450,000     Term Loan, 11.95%, Maturing May 27, 2013     450,000    
            $ 27,790,817    
Business Equipment and Services — 7.9%      
Acco Brands Corp.      
$ 297,500     Term Loan, 6.99%, Maturing August 17, 2012   $ 298,523    
Activant Solutions, Inc.      
  399,000     Term Loan, 7.19%, Maturing May 2, 2013     396,257    
Affiliated Computer Services      
  447,750     Term Loan, 6.79%, Maturing March 20, 2013     447,510    
Affinion Group, Inc.      
  1,162,791     Term Loan, 7.92%, Maturing October 17, 2012     1,169,695    
Allied Security Holdings, LLC      
  788,273     Term Loan, 8.86%, Maturing June 30, 2010     792,215    

 

See notes to financial statements

4



Eaton Vance Senior Income Trust as of June 30, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Business Equipment and Services (continued)      
Baker & Taylor, Inc.      
$ 1,700,000     Term Loan, 12.12%, Maturing May 6, 2011   $ 1,721,250    
DynCorp International, LLC      
  646,813     Term Loan, 8.06%, Maturing February 11, 2011     649,508    
Gate Gourmet Borrower, LLC      
  798,000     Term Loan, 8.25%, Maturing March 9, 2012     804,982    
  100,000     Term Loan, 8.25%, Maturing March 9, 2012     100,875    
Info USA, Inc.      
  323,375     Term Loan, 7.25%, Maturing February 14, 2012     324,992    
IPayment, Inc.      
  498,750     Term Loan, 7.69%, Maturing May 10, 2013     498,750    
Iron Mountain, Inc.      
  3,959,585     Term Loan, 7.00%, Maturing April 2, 2011     3,969,484    
Language Line, Inc.      
  463,390     Term Loan, 9.35%, Maturing June 11, 2011     467,010    
Mitchell International, Inc.      
  379,311     Term Loan, 7.50%, Maturing August 15, 2011     380,615    
N.E.W. Holdings I, LLC      
  409,092     Term Loan, 8.07%, Maturing July 1, 2011     411,138    
Protection One, Inc.      
  493,218     Term Loan, 7.84%, Maturing April 18, 2011     494,451    
Quintiles Transnational Corp.      
  900,000     Term Loan, 9.50%, Maturing March 31, 2014     914,062    
RGIS Holdings, LLC      
  621,926     Term Loan, 8.00%, Maturing February 15, 2013     621,537    
SGS International, Inc.      
  399,000     Term Loan, 7.32%, Maturing December 30, 2011     399,997    
SS&C Technologies, Inc.      
  77,949     Term Loan, 8.00%, Maturing November 23, 2012     78,404    
  917,051     Term Loan, 8.00%, Maturing November 23, 2012     922,400    
Sungard Data Systems, Inc.      
  6,954,750     Term Loan, 7.66%, Maturing February 11, 2013     6,986,624    
Transaction Network Services, Inc.      
  419,412     Term Loan, 7.39%, Maturing May 4, 2012     420,460    
US Investigations Services, Inc.      
  1,111,778     Term Loan, 7.92%, Maturing October 14, 2012     1,111,778    
  296,721     Term Loan, 7.92%, Maturing October 14, 2012     296,721    
Williams Scotsman, Inc.      
  500,000     Term Loan, 7.13%, Maturing June 28, 2010     501,562    
            $ 25,180,800    
Cable and Satellite Television — 7.5%      
Adelphia Communications Corp.      
  1,807,270     DIP Loan, 7.31%, Maturing August 7, 2006     1,810,659    

 

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Cable and Satellite Television (continued)      
Atlantic Broadband Finance, LLC      
$ 1,490,448     Term Loan, 7.99%, Maturing September 1, 2011   $ 1,517,462    
Bragg Communications, Inc.      
  550,245     Term Loan, 7.23%, Maturing August 31, 2011     551,620    
Bresnan Broadband Holdings, LLC      
  650,000     Term Loan, 9.63%, Maturing March 29, 2014     668,959    
Canadian Cable Acquisition Co., Inc.      
  989,800     Term Loan, 8.50%, Maturing July 31, 2011     997,223    
Charter Communications Operating, LLC      
  7,109,362     Term Loan, 7.76%, Maturing April 28, 2013     7,131,842    
CSC Holdings, Inc.      
  1,596,000     Term Loan, 6.89%, Maturing March 29, 2013     1,589,849    
Insight Midwest Holdings, LLC      
  3,412,500     Term Loan, 7.38%, Maturing December 31, 2009     3,418,189    
Liberty Cablevision of Puerto Rico, Ltd.      
  224,438     Term Loan, 7.48%, Maturing March 1, 2013     224,718    
Mediacom Broadband Group      
  835,189     Term Loan, 7.10%, Maturing January 31, 2015     834,014    
Mediacom Illinois, LLC      
  1,975,000     Term Loan, 7.09%, Maturing March 31, 2013     1,971,473    
UGS Corp.      
  1,369,129     Term Loan, 7.35%, Maturing March 31, 2012     1,368,558    
UPC Broadband Holding B.V.      
  890,000     Term Loan, 7.11%, Maturing March 31, 2013     889,841    
  890,000     Term Loan, 7.11%, Maturing December 31, 2013     889,841    
            $ 23,864,248    
Chemicals and Plastics — 9.2%      
Basell Af S.A.R.L.      
$ 208,333     Term Loan, 7.73%, Maturing August 1, 2013   $ 211,371    
  41,667     Term Loan, 7.73%, Maturing August 1, 2013     42,274    
  208,333     Term Loan, 8.23%, Maturing August 1, 2014     211,371    
  41,667     Term Loan, 8.23%, Maturing August 1, 2014     42,274    
Brenntag Holding GmbH and Co. KG      
  196,364     Term Loan, 7.44%, Maturing January 18, 2014     198,818    
  803,636     Term Loan, 7.44%, Maturing January 18, 2014     810,467    
  600,000     Term Loan, 11.43%, Maturing December 23, 2015     611,063    
Celanese Holdings, LLC      
  2,597,169     Term Loan, 7.50%, Maturing June 4, 2011     2,606,259    
Gentek, Inc.      
  295,119     Term Loan, 7.52%, Maturing February 28, 2011     297,424    
  359,926     Term Loan, 9.32%, Maturing February 28, 2012     363,806    
Hercules, Inc.      
  488,750     Term Loan, 6.55%, Maturing October 8, 2010     490,461    

 

See notes to financial statements

5



Eaton Vance Senior Income Trust as of June 30, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Chemicals and Plastics (continued)      
Hexion Specialty Chemicals, Inc.      
$ 2,012,769     Term Loan, 7.13%, Maturing May 5, 2013   $ 1,996,625    
  437,231     Term Loan, 7.50%, Maturing May 5, 2013     433,724    
Huntsman, LLC      
  3,045,935     Term Loan, 7.04%, Maturing August 16, 2012     3,035,941    
Ineos Group      
  1,375,000     Term Loan, 7.34%, Maturing December 14, 2013     1,385,828    
  1,375,000     Term Loan, 7.84%, Maturing December 14, 2014     1,385,828    
Innophos, Inc.      
  437,905     Term Loan, 7.68%, Maturing August 13, 2010     439,273    
Invista B.V.      
  1,478,538     Term Loan, 7.00%, Maturing April 29, 2011     1,480,694    
  751,583     Term Loan, 7.00%, Maturing April 29, 2011     752,679    
ISP Chemo, Inc.      
  1,172,063     Term Loan, 6.94%, Maturing February 16, 2013     1,173,318    
Kranton Polymers, LLC      
  1,456,710     Term Loan, 7.38%, Maturing May 12, 2013     1,456,710    
Mosaic Co.      
  760,375     Term Loan, 6.75%, Maturing February 21, 2012     760,850    
Nalco Co.      
  3,298,625     Term Loan, 6.91%, Maturing November 4, 2010     3,300,687    
PQ Corp.      
  261,688     Term Loan, 7.50%, Maturing February 11, 2012     262,342    
Professional Paint, Inc.      
  400,000     Term Loan, 7.64%, Maturing May 31, 2012     401,500    
Rockwood Specialties Group, Inc.      
  2,311,650     Term Loan, 7.13%, Maturing December 10, 2012     2,319,033    
Solo Cup Co.      
  1,339,728     Term Loan, 7.84%, Maturing February 27, 2011     1,346,008    
  300,000     Term Loan, 9.66%, Maturing March 31, 2012     303,937    
Solutia, Inc.      
  400,000     DIP Loan, 8.72%, Maturing March 31, 2007     403,750    
Wellman, Inc.      
  900,000     Term Loan, 9.15%, Maturing February 10, 2009     904,922    
            $ 29,429,237    
Clothing / Textiles — 0.7%      
Propex Fabrics, Inc.      
$ 501,779     Term Loan, 7.34%, Maturing July 31, 2012   $ 501,779    
St. John Knits International, Inc.      
  808,495     Term Loan, 7.75%, Maturing March 23, 2012     808,495    
The William Carter Co.      
  847,936     Term Loan, 6.70%, Maturing July 14, 2012     847,406    
            $ 2,157,680    

 

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Conglomerates — 4.0%      
Amsted Industries, Inc.      
$ 943,935     Term Loan, 7.07%, Maturing October 15, 2010   $ 951,014    
Blount, Inc.      
  345,619     Term Loan, 6.80%, Maturing August 9, 2010     349,075    
Bushnell Performance Optics      
  497,561     Term Loan, 8.32%, Maturing August 19, 2011     501,500    
Education Management, LLC      
  850,000     Term Loan, 7.63%, Maturing June 1, 2013     854,914    
Euramax International, Inc.      
  327,412     Term Loan, 8.06%, Maturing June 28, 2012     329,500    
  334,211     Term Loan, 12.00%, Maturing June 28, 2013     337,344    
  165,789     Term Loan, 12.00%, Maturing June 28, 2013     167,344    
Goodman Global Holdings, Inc.      
  570,595     Term Loan, 6.94%, Maturing December 23, 2011     570,327    
Jarden Corp.      
  1,021,552     Term Loan, 7.25%, Maturing January 24, 2012     1,019,211    
  1,450,522     Term Loan, 7.50%, Maturing January 24, 2012     1,452,206    
Johnson Diversey, Inc.      
  892,142     Term Loan, 7.63%, Maturing November 3, 2009     899,836    
Polymer Group, Inc.      
  1,393,000     Term Loan, 7.74%, Maturing November 22, 2012     1,399,965    
PP Acquisition Corp.      
  1,582,889     Term Loan, 8.35%, Maturing November 12, 2011     1,598,717    
Rexnord Corp.      
  1,840,274     Term Loan, 7.39%, Maturing December 31, 2011     1,854,076    
Sensata Technologies Finance Co.      
  425,000     Term Loan, 6.86%, Maturing April 27, 2013     422,951    
            $ 12,707,980    
Containers and Glass Products — 5.7%      
Berry Plastics Corp.      
$ 2,064,104     Term Loan, 7.10%, Maturing December 2, 2011   $ 2,064,965    
BWAY Corp.      
  275,500     Term Loan, 7.31%, Maturing June 30, 2011     278,255    
Consolidated Container Holding, LLC      
  637,000     Term Loan, 8.38%, Maturing December 15, 2008     640,451    
Crown Americas, Inc.      
  350,000     Term Loan, 6.95%, Maturing November 15, 2012     350,437    
Graham Packaging Holdings Co.      
  2,265,500     Term Loan, 7.22%, Maturing October 7, 2011     2,271,730    
  199,494     Term Loan, 7.38%, Maturing October 7, 2011     200,042    
  714,286     Term Loan, 9.75%, Maturing April 7, 2012     725,000    
Graphic Packaging International, Inc.      
  4,848,647     Term Loan, 7.51%, Maturing August 8, 2010     4,895,834    

 

See notes to financial statements

6



Eaton Vance Senior Income Trust as of June 30, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Containers and Glass Products (continued)      
IPG (US), Inc.      
$ 363,525     Term Loan, 7.52%, Maturing July 28, 2011   $ 368,069    
JSG Acquisitions      
  990,000     Term Loan, 7.40%, Maturing December 31, 2013     1,006,087    
  990,000     Term Loan, 7.90%, Maturing December 31, 2014     1,006,087    
Kranson Industries, Inc.      
  466,018     Term Loan, 8.10%, Maturing July 30, 2011     467,765    
Owens-Brockway Glass Container      
  875,000     Term Loan, 7.11%, Maturing June 14, 2013(2)     876,276    
Smurfit-Stone Container Corp.      
  315,687     Term Loan, 4.73%, Maturing November 1, 2010     317,331    
  1,638,639     Term Loan, 7.50%, Maturing November 1, 2010     1,647,173    
  348,250     Term Loan, 7.38%, Maturing November 1, 2011     350,064    
  791,892     Term Loan, 7.46%, Maturing November 1, 2011     796,016    
            $ 18,261,582    
Cosmetics / Toiletries — 0.8%      
American Safety Razor Co.      
$ 928,056     Term Loan, 7.97%, Maturing February 28, 2012   $ 930,376    
Prestige Brands, Inc.      
  879,750     Term Loan, 7.23%, Maturing April 7, 2011     884,882    
Revlon Consumer Products Corp.      
  721,875     Term Loan, 11.07%, Maturing July 9, 2009     740,223    
            $ 2,555,481    
Drugs — 1.3%      
Patheon, Inc.      
$ 972,563     Term Loan, 7.40%, Maturing December 14, 2011   $ 977,425    
Warner Chilcott Corp.      
  4,405     Term Loan, 7.63%, Maturing January 12, 2012     4,425    
  22,027     Term Loan, 7.80%, Maturing January 12, 2012     22,123    
  789,861     Term Loan, 7.61%, Maturing January 18, 2012     793,810    
  364,893     Term Loan, 7.61%, Maturing January 18, 2012     366,718    
  1,960,190     Term Loan, 7.62%, Maturing January 18, 2012     1,969,991    
            $ 4,134,492    
Ecological Services and Equipment — 2.0%      
Alderwoods Group, Inc.      
$ 261,192     Term Loan, 7.08%, Maturing August 19, 2010   $ 261,764    
Allied Waste Industries, Inc.      
  846,665     Term Loan, 4.88%, Maturing January 15, 2012     844,356    
  2,180,594     Term Loan, 6.76%, Maturing January 15, 2012     2,174,399    

 

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Ecological Services and Equipment (continued)      
Duratek, Inc.      
$ 316,981     Term Loan, 7.76%, Maturing June 7, 2013   $ 318,962    
Energysolutions, LLC      
  33,019     Term Loan, 5.06%, Maturing June 7, 2013     33,225    
  700,000     Term Loan, 7.76%, Maturing June 7, 2013     704,375    
Environmental Systems, Inc.      
  808,183     Term Loan, 8.70%, Maturing December 12, 2008     814,244    
IESI Corp.      
  441,176     Term Loan, 6.84%, Maturing January 20, 2012     442,003    
Sensus Metering Systems, Inc.      
  95,456     Term Loan, 6.85%, Maturing December 17, 2010     95,635    
  718,634     Term Loan, 6.93%, Maturing December 17, 2010     719,981    
            $ 6,408,944    
Electronics / Electrical — 4.1%      
AMI Semiconductor, Inc.      
$ 948,813     Term Loan, 6.85%, Maturing April 1, 2012   $ 951,185    
Aspect Software, Inc.      
  1,350,000     Term Loan, 7.94%, Maturing September 22, 2010     1,352,531    
Communications & Power, Inc.      
  209,877     Term Loan, 7.49%, Maturing July 23, 2010     210,926    
Enersys Capital, Inc.      
  980,000     Term Loan, 7.23%, Maturing March 17, 2011     982,450    
Epicor Software Corp.      
  249,375     Term Loan, 7.77%, Maturing March 30, 2012     252,025    
FCI International S.A.S.      
  114,637     Term Loan, 8.23%, Maturing October 31, 2014     115,353    
  110,363     Term Loan, 8.23%, Maturing October 31, 2014     111,881    
  110,363     Term Loan, 7.73%, Maturing November 1, 2013     111,881    
  114,637     Term Loan, 7.73%, Maturing November 1, 2013     114,780    
Infor Global Solutions      
  66,116     Term Loan, 7.80%, Maturing April 18, 2011     66,088    
  297,521     Term Loan, 7.80%, Maturing April 18, 2011     297,397    
  136,364     Term Loan, 7.80%, Maturing April 18, 2011     136,307    
  26,174     Term Loan, 12.05%, Maturing April 18, 2011     26,583    
  121,739     Term Loan, 12.05%, Maturing April 18, 2011     123,641    
  202,087     Term Loan, 12.05%, Maturing April 18, 2011     205,245    
Invensys International Holdings, Ltd.      
  800,402     Term Loan, 8.50%, Maturing September 4, 2009     806,405    
Network Solutions, LLC      
  497,500     Term Loan, 10.50%, Maturing January 9, 2012     503,719    
Open Solutions, Inc.      
  550,000     Term Loan, 11.78%, Maturing November 30, 2011     564,437    
Rayovac Corp.      
  2,705,562     Term Loan, 8.12%, Maturing February 7, 2012     2,718,245    

 

See notes to financial statements

7



Eaton Vance Senior Income Trust as of June 30, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Electronics / Electrical (continued)      
Security Co., Inc.      
$ 491,258     Term Loan, 8.75%, Maturing June 30, 2011   $ 492,486    
  500,000     Term Loan, 12.63%, Maturing June 30, 2011     506,250    
Serena Software, Inc.      
  304,688     Term Loan, 7.41%, Maturing March 10, 2013     304,764    
SSA Global Technologies, Inc.      
  248,125     Term Loan, 7.49%, Maturing September 22, 2011     248,125    
Telcordia Technologies, Inc.      
  1,544,400     Term Loan, 7.73%, Maturing September 15, 2012     1,504,504    
Vertafore, Inc.      
  450,000     Term Loan, 11.13%, Maturing January 31, 2013     457,125    
            $ 13,164,333    
Equipment Leasing — 1.4%      
Ashtead Group, PLC      
$ 990,000     Term Loan, 6.94%, Maturing November 12, 2009   $ 992,475    
The Hertz Corp.      
  180,326     Term Loan, 0.00%, Maturing December 21, 2012(2)     181,002    
  216,667     Term Loan, 5.42%, Maturing December 21, 2012     217,531    
  1,545,620     Term Loan, 7.35%, Maturing December 21, 2012     1,551,787    
Maxim Crane Works, L.P.      
  553,686     Term Loan, 7.44%, Maturing January 28, 2010     555,070    
United Rentals, Inc.      
  166,667     Term Loan, 6.83%, Maturing February 14, 2011     167,153    
  814,583     Term Loan, 7.35%, Maturing February 14, 2011     816,960    
            $ 4,481,978    
Farming / Agriculture — 0.3%      
Central Garden & Pet Co.      
$ 1,122,188     Term Loan, 6.52%, Maturing February 28, 2014   $ 1,122,889    
            $ 1,122,889    
Financial Intermediaries — 3.9%      
AIMCO Properties, L.P.      
$ 3,050,000     Term Loan, 6.64%, Maturing November 2, 2009   $ 3,065,250    
Ameritrade Holding Corp.      
  3,017,438     Term Loan, 6.85%, Maturing December 31, 2012     3,013,289    
Coinstar, Inc.      
  281,801     Term Loan, 7.03%, Maturing July 7, 2011     283,562    
Extensity S.A.R.L.- GEAC U.S.      
  450,000     Term Loan, 7.67%, Maturing March 14, 2011     450,000    

 

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Financial Intermediaries (continued)      
Fidelity National Information Solutions, Inc.      
$ 3,157,250     Term Loan, 6.92%, Maturing March 9, 2013   $ 3,159,346    
LPL Holdings, Inc.      
  1,940,250     Term Loan, 8.67%, Maturing June 30, 2013     1,961,472    
The Macerich Partnership, L.P.      
  650,000     Term Loan, 6.63%, Maturing April 25, 2010     649,459    
            $ 12,582,378    
Food Products — 2.8%      
Acosta, Inc.      
$ 1,019,875     Term Loan, 7.43%, Maturing December 6, 2012   $ 1,021,469    
Advantage Sales & Marketing, Inc.      
  448,875     Term Loan, 7.22%, Maturing March 29, 2013     445,508    
Chiquita Brands, LLC      
  366,300     Term Loan, 7.60%, Maturing June 28, 2012     366,300    
Del Monte Corp.      
  445,500     Term Loan, 6.65%, Maturing February 8, 2012     447,338    
Dole Food Company, Inc.      
  88,372     Term Loan, 6.67%, Maturing April 12, 2013     87,633    
  661,134     Term Loan, 7.04%, Maturing April 12, 2013     655,607    
  198,340     Term Loan, 7.19%, Maturing April 12, 2013     196,682    
Herbalife International, Inc.      
  121,346     Term Loan, 7.10%, Maturing December 21, 2010     121,650    
Michael Foods, Inc.      
  1,212,752     Term Loan, 7.51%, Maturing November 21, 2010     1,218,563    
Nutro Products, Inc.      
  274,313     Term Loan, 7.27%, Maturing April 26, 2013     274,655    
Pinnacle Foods Holdings Corp.      
  3,200,919     Term Loan, 7.04%, Maturing November 25, 2010     3,206,921    
Reddy Ice Group, Inc.      
  1,055,000     Term Loan, 6.79%, Maturing August 9, 2012     1,053,681    
            $ 9,096,007    
Food Service — 3.7%      
AFC Enterprises, Inc.      
$ 286,233     Term Loan, 7.75%, Maturing May 11, 2011   $ 288,380    
Buffets, Inc.      
  209,091     Term Loan, 4.88%, Maturing June 28, 2009     210,659    
  933,214     Term Loan, 8.99%, Maturing June 28, 2009     940,213    
Burger King Corp.      
  1,135,971     Term Loan, 7.00%, Maturing June 30, 2012     1,135,616    
Carrols Corp.      
  699,961     Term Loan, 7.63%, Maturing December 31, 2010     705,320    

 

See notes to financial statements

8



Eaton Vance Senior Income Trust as of June 30, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Food Service (continued)      
CBRL Group, Inc.      
$ 1,075,000     Term Loan, 6.63%, Maturing April 27, 2013   $ 1,073,522    
CKE Restaurants, Inc.      
  155,538     Term Loan, 7.31%, Maturing May 1, 2010     156,802    
Denny's, Inc.      
  1,231,267     Term Loan, 8.46%, Maturing September 30, 2009     1,239,988    
Domino's, Inc.      
  3,339,713     Term Loan, 6.98%, Maturing June 25, 2010     3,348,062    
Jack in the Box, Inc.      
  733,125     Term Loan, 6.61%, Maturing January 8, 2011     736,943    
Maine Beverage Co., LLC      
  419,643     Term Loan, 7.25%, Maturing June 30, 2010     418,594    
NPC International, Inc.      
  233,333     Term Loan, 6.89%, Maturing May 3, 2013     232,240    
QCE Finance, LLC      
  500,000     Term Loan, 11.25%, Maturing November 5, 2013     508,282    
Sagittarius Restaurants, LLC      
  199,500     Term Loan, 7.75%, Maturing March 29, 2013     199,874    
Weightwatchers.com, Inc.      
  500,000     Term Loan, 9.49%, Maturing June 16, 2011     503,750    
            $ 11,698,245    
Food / Drug Retailers — 2.7%      
Cumberland Farms, Inc.      
$ 2,115,888     Term Loan, 7.46%, Maturing September 8, 2008   $ 2,126,467    
General Nutrition Centers, Inc.      
  829,401     Term Loan, 8.03%, Maturing December 7, 2009     835,363    
Giant Eagle, Inc.      
  995,000     Term Loan, 6.53%, Maturing November 7, 2012     999,042    
Roundy's Supermarkets, Inc.      
  1,840,750     Term Loan, 8.23%, Maturing November 3, 2011     1,854,747    
The Jean Coutu Group (PJC), Inc.      
  2,192,776     Term Loan, 7.63%, Maturing July 30, 2011     2,198,714    
The Pantry, Inc.      
  447,750     Term Loan, 7.10%, Maturing January 2, 2012     449,149    
            $ 8,463,482    
Forest Products — 3.3%      
Boise Cascade Holdings, LLC      
$ 1,302,065     Term Loan, 7.18%, Maturing October 29, 2011   $ 1,306,504    
Buckeye Technologies, Inc.      
  190,774     Term Loan, 7.13%, Maturing March 15, 2008     191,012    
Georgia-Pacific Corp.      
  4,726,250     Term Loan, 7.34%, Maturing December 20, 2012     4,722,559    
  1,450,000     Term Loan, 8.30%, Maturing December 23, 2013     1,464,011    

 

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Forest Products (continued)      
NewPage Corp.      
$ 892,485     Term Loan, 8.50%, Maturing May 2, 2011   $ 896,389    
RLC Industries Co.      
  550,607     Term Loan, 7.00%, Maturing February 24, 2010     551,640    
Xerium Technologies, Inc.      
  1,451,476     Term Loan, 7.75%, Maturing November 19, 2011     1,450,569    
            $ 10,582,684    
Healthcare — 10.4%      
Accellent, Inc.      
$ 935,300     Term Loan, 7.23%, Maturing November 22, 2012   $ 934,131    
Alliance Imaging, Inc.      
  1,180,274     Term Loan, 7.67%, Maturing December 29, 2011     1,183,372    
Ameripath, Inc.      
  997,500     Term Loan, 7.39%, Maturing October 31, 2012     997,874    
AMN Healthcare, Inc.      
  267,606     Term Loan, 7.50%, Maturing November 2, 2011     268,944    
AMR HoldCo, Inc.      
  606,106     Term Loan, 7.25%, Maturing February 10, 2012     607,242    
Angiotech Pharmaceuticals, Inc.      
  273,587     Term Loan, 6.93%, Maturing March 23, 2013     270,817    
Caremore Holdings, Inc.      
  473,813     Term Loan, 8.75%, Maturing February 28, 2013     476,330    
Carl Zeiss Topco GMBH      
  196,667     Term Loan, 7.86%, Maturing March 22, 2013     198,880    
  393,333     Term Loan, 8.36%, Maturing March 21, 2014     399,725    
  375,000     Term Loan, 10.61%, Maturing September 22, 2014     381,516    
Community Health Systems, Inc.      
  3,378,572     Term Loan, 6.97%, Maturing August 19, 2011     3,388,525    
Concentra Operating Corp.      
  1,188,831     Term Loan, 7.62%, Maturing September 30, 2011     1,193,785    
Conmed Corp.      
  598,500     Term Loan, 7.03%, Maturing April 13, 2013     601,493    
CRC Health Corp.      
  249,375     Term Loan, 7.75%, Maturing February 6, 2013     249,375    
Davita, Inc.      
  3,662,617     Term Loan, 7.13%, Maturing October 5, 2012     3,674,825    
DJ Orthopedics, LLC      
  249,375     Term Loan, 6.68%, Maturing April 7, 2013     248,907    
Encore Medical IHC, Inc.      
  747,852     Term Loan, 8.24%, Maturing October 4, 2010     752,994    
FGX International, Inc.      
  300,000     Term Loan, 9.40%, Maturing December 12, 2012     300,750    

 

See notes to financial statements

9



Eaton Vance Senior Income Trust as of June 30, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Healthcare (continued)      
FHC Health Systems, Inc.      
$ 348,214     Term Loan, 11.23%, Maturing December 18, 2009   $ 363,013    
  243,750     Term Loan, 13.23%, Maturing December 18, 2009     254,109    
  750,000     Term Loan, 14.23%, Maturing February 7, 2011     781,875    
Fresenius Medical Care Holdings      
  2,019,938     Term Loan, 6.59%, Maturing March 31, 2013     2,003,368    
Gentiva Health Services, Inc.      
  437,838     Term Loan, 7.28%, Maturing February 28, 2014     438,796    
Hanger Orthopedic Group, Inc.      
  400,000     Term Loan, 8.00%, Maturing May 30, 2013     401,750    
Healthcare Partners, LLC      
  191,243     Term Loan, 7.43%, Maturing March 2, 2011     192,319    
HealthSouth Corp.      
  1,150,000     Term Loan, 8.52%, Maturing March 10, 2013     1,151,335    
Kinetic Concepts, Inc.      
  166,569     Term Loan, 7.25%, Maturing August 11, 2010     167,853    
Leiner Health Products, Inc.      
  524,300     Term Loan, 8.61%, Maturing May 27, 2011     526,922    
Lifecare Holdings, Inc.      
  446,625     Term Loan, 7.60%, Maturing August 11, 2012     430,156    
Lifepoint Hospitals, Inc.      
  2,114,263     Term Loan, 6.91%, Maturing April 15, 2012     2,114,263    
Magellan Health Services, Inc.      
  457,958     Term Loan, 5.01%, Maturing August 15, 2008     459,103    
  457,958     Term Loan, 7.41%, Maturing August 15, 2008     459,103    
Matria Healthcare, Inc.      
  64,103     Term Loan, 7.44%, Maturing January 19, 2007     63,662    
  300,000     Term Loan, 11.94%, Maturing January 19, 2007     304,500    
  135,218     Term Loan, 7.63%, Maturing January 19, 2012     134,288    
Medcath Holdings Corp.      
  100,369     Term Loan, 7.90%, Maturing July 2, 2011     100,432    
Multiplan Merger Corp.      
  292,191     Term Loan, 7.50%, Maturing April 12, 2013     291,583    
National Rental Institutes, Inc.      
  475,000     Term Loan, 9.50%, Maturing March 31, 2013     475,000    
PER-SE Technologies, Inc.      
  531,034     Term Loan, 7.75%, Maturing January 6, 2013     532,030    
Renal Advantage, Inc.      
  199,000     Term Loan, 7.84%, Maturing October 6, 2012     200,741    
Select Medical Holding Corp.      
  1,261,544     Term Loan, 6.94%, Maturing February 24, 2012     1,250,190    
Sunrise Medical Holdings, Inc.      
  491,505     Term Loan, 8.44%, Maturing May 13, 2010     492,119    
Talecris Biotherapeutics, Inc.      
  533,250     Term Loan, 8.44%, Maturing March 31, 2010     535,916    
  234,375     Term Loan, 9.75%, Maturing May 31, 2010     234,375    

 

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Healthcare (continued)      
Vanguard Health Holding Co., LLC      
$ 1,637,681     Term Loan, 7.87%, Maturing September 23, 2011   $ 1,646,552    
VWR International, Inc.      
  940,707     Term Loan, 7.34%, Maturing April 7, 2011     943,058    
            $ 33,077,896    
Home Furnishings — 1.7%      
Knoll, Inc.      
$ 968,475     Term Loan, 7.25%, Maturing October 3, 2012   $ 974,679    
National Bedding Co., LLC      
  350,000     Term Loan, 10.25%, Maturing August 31, 2012     355,906    
Oreck Corp.      
  686,351     Term Loan, 8.25%, Maturing February 2, 2012     691,499    
Sealy Mattress Co.      
  1,579,730     Term Loan, 7.10%, Maturing April 6, 2012     1,583,925    
Simmons Co.      
  1,710,007     Term Loan, 7.38%, Maturing December 19, 2011     1,718,824    
            $ 5,324,833    
Industrial Equipment — 1.1%      
Aearo Technologies, Inc.      
$ 400,000     Term Loan, 11.96%, Maturing September 24, 2013   $ 407,500    
Alliance Laundry Holdings, LLC      
  245,000     Term Loan, 7.40%, Maturing January 27, 2012     245,613    
Colfax Corp.      
  593,487     Term Loan, 7.50%, Maturing December 19, 2011     596,083    
Flowserve Corp.      
  1,087,778     Term Loan, 7.23%, Maturing August 10, 2012     1,089,648    
Mainline, L.P.      
  751,111     Term Loan, 7.81%, Maturing December 16, 2011     756,744    
Nacco Materials Handling Group, Inc.      
  350,000     Term Loan, 7.20%, Maturing March 22, 2013     350,000    
            $ 3,445,588    
Insurance — 1.7%      
ARG Holding, Inc.      
$ 650,000     Term Loan, 12.75%, Maturing November 30, 2012   $ 659,750    
CCC Information Services Group, Inc.      
  375,000     Term Loan, 8.00%, Maturing February 10, 2013     377,109    
Conseco, Inc.      
  1,532,416     Term Loan, 6.96%, Maturing June 22, 2010     1,535,929    
Hilb, Rogal & Hobbs Co.      
  1,371,563     Term Loan, 7.00%, Maturing April 26, 2013     1,372,705    

 

See notes to financial statements

10



Eaton Vance Senior Income Trust as of June 30, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Insurance (continued)      
U.S.I. Holdings Corp.      
$ 1,553,693     Term Loan, 7.38%, Maturing March 24, 2011   $ 1,567,288    
            $ 5,512,781    
Leisure Goods / Activities / Movies — 8.2%      
24 Hour Fitness Worldwide, Inc.      
$ 897,750     Term Loan, 7.81%, Maturing June 8, 2012   $ 904,764    
Alliance Atlantis Communications, Inc.      
  334,763     Term Loan, 7.00%, Maturing December 20, 2011     334,693    
AMC Entertainment, Inc.      
  995,000     Term Loan, 7.48%, Maturing January 26, 2013     999,167    
AMF Bowling Worldwide, Inc.      
  345,829     Term Loan, 8.30%, Maturing August 27, 2009     348,747    
Century California Subsidiary      
  274,890     Term Loan, 7.11%, Maturing March 1, 2013     275,680    
Cinemark, Inc.      
  1,955,000     Term Loan, 6.89%, Maturing March 31, 2011     1,957,444    
Deluxe Entertainment Services      
  480,518     Term Loan, 9.25%, Maturing January 28, 2011     486,224    
Easton-Bell Sports, Inc.      
  299,250     Term Loan, 6.81%, Maturing March 16, 2013     299,624    
Fender Musical Instruments Co.      
  550,094     Term Loan, 7.87%, Maturing March 30, 2012     552,845    
  375,000     Term Loan, 11.12%, Maturing March 30, 2012     377,813    
HEI Acquisition, LLC      
  325,000     Term Loan, 7.55%, Maturing December 31, 2011     326,219    
Mega Blocks, Inc.      
  843,625     Term Loan, 6.99%, Maturing July 26, 2012     844,416    
Metro-Goldwyn-Mayer Holdings, Inc.      
  5,376,525     Term Loan, 7.75%, Maturing April 8, 2012     5,408,908    
Regal Cinemas Corp.      
  4,407,967     Term Loan, 7.24%, Maturing November 10, 2010     4,408,968    
Six Flags Theme Parks, Inc.      
  750,000     Revolving Loan, 5.23%, Maturing June 30, 2008(2)     739,375    
  2,218,335     Term Loan, 7.32%, Maturing June 30, 2009     2,232,596    
Southwest Sports Group, LLC      
  600,000     Term Loan, 7.80%, Maturing December 22, 2010     600,375    
Universal City Development Partners, Ltd.      
  989,800     Term Loan, 7.12%, Maturing June 9, 2011     991,347    
WMG Acquisition Corp.      
  450,000     Revolving Loan, 0.00%, Maturing February 28, 2010(2)     437,963    
  3,577,719     Term Loan, 7.22%, Maturing February 28, 2011     3,590,638    
            $ 26,117,806    

 

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Lodging and Casinos — 5.3%      
Alliance Gaming Corp.  
$ 1,688,280     Term Loan, 8.43%, Maturing September 5, 2009   $ 1,694,259    
Ameristar Casinos, Inc.      
  597,000     Term Loan, 6.73%, Maturing November 10, 2012     597,839    
CCM Merger, Inc.      
  1,019,703     Term Loan, 7.42%, Maturing July 13, 2012     1,018,046    
Columbia Entertainment      
  531,696     Term Loan, 8.00%, Maturing October 24, 2011     535,020    
Globalcash Access, LLC      
  220,824     Term Loan, 7.10%, Maturing March 10, 2010     222,135    
Isle of Capri Casinos, Inc.      
  1,196,775     Term Loan, 6.77%, Maturing February 4, 2011     1,199,767    
MGM Mirage      
  1,571,429     Revolving Loan, 6.89%, Maturing April 25, 2010(2)     1,524,286    
  428,571     Term Loan, 6.28%, Maturing April 25, 2010     427,206    
Penn National Gaming, Inc.      
  3,488,638     Term Loan, 6.91%, Maturing October 3, 2012     3,503,175    
Pinnacle Entertainment, Inc.      
  400,000     Term Loan, 0.00%, Maturing December 14, 2011(2)     400,000    
  350,000     Term Loan, 7.30%, Maturing December 14, 2011     351,422    
Resorts International Holdings, LLC      
  1,054,701     Term Loan, 9.50%, Maturing April 26, 2012     1,063,402    
  370,936     Term Loan, 16.50%, Maturing April 26, 2013     385,032    
Venetian Casino Resort, LLC      
  2,031,035     Term Loan, 7.25%, Maturing June 15, 2011     2,035,796    
  418,770     Term Loan, 7.25%, Maturing June 15, 2011     419,752    
VML US Finance, LLC      
  241,667     Term Loan, 0.00%, Maturing May 25, 2012(2)     241,289    
  483,333     Term Loan, 8.10%, Maturing May 25, 2013     485,952    
Wynn Las Vegas, LLC      
  665,000     Term Loan, 7.48%, Maturing December 14, 2011     668,671    
            $ 16,773,049    
Nonferrous Metals / Minerals — 2.5%      
Almatis Holdings 5 BV      
$ 175,000     Term Loan, 8.12%, Maturing December 21, 2013   $ 177,547    
  175,000     Term Loan, 8.62%, Maturing December 21, 2014     178,328    
Alpha Natural Resources, LLC      
  472,625     Term Loan, 7.25%, Maturing October 26, 2012     473,068    
Carmeuse Lime, Inc.      
  306,166     Term Loan, 6.94%, Maturing May 2, 2011     306,932    
Foundation Coal Corp.      
  677,128     Term Loan, 9.00%, Maturing July 30, 2011     678,760    
International Mill Service, Inc.      
  246,264     Term Loan, 8.25%, Maturing December 31, 2010     246,880    
  1,000,000     Term Loan, 11.50%, Maturing October 26, 2011     1,006,250    

 

See notes to financial statements

11



Eaton Vance Senior Income Trust as of June 30, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Nonferrous Metals / Minerals (continued)      
Magnequench International, Inc.      
$ 1,022,875     Term Loan, 9.00%, Maturing August 31, 2009   $ 1,024,793    
Magnum Coal Co.      
  99,304     Term Loan, 8.60%, Maturing March 15, 2013     100,049    
  997,500     Term Loan, 8.75%, Maturing March 15, 2013     1,004,981    
Murray Energy Corp.      
  740,625     Term Loan, 8.35%, Maturing January 28, 2010     748,031    
Novelis, Inc.      
  426,589     Term Loan, 7.38%, Maturing January 7, 2012     428,356    
  739,626     Term Loan, 7.38%, Maturing January 7, 2012     742,689    
Stillwater Mining Co.      
  713,371     Term Loan, 7.63%, Maturing June 30, 2010     715,155    
            $ 7,831,819    
Oil and Gas — 4.3%      
Coffeyville Resources, LLC      
$ 450,000     Term Loan, 12.19%, Maturing June 24, 2013   $ 463,922    
Dresser, Inc.      
  77,134     Term Loan, 7.85%, Maturing March 31, 2007     78,259    
El Paso Corp.      
  1,071,750     Term Loan, 4.73%, Maturing November 23, 2009     1,078,671    
  1,766,535     Term Loan, 8.25%, Maturing November 23, 2009     1,779,906    
Epco Holdings, Inc.      
  444,248     Term Loan, 6.91%, Maturing August 18, 2008     446,053    
  613,800     Term Loan, 7.18%, Maturing August 18, 2010     617,307    
Key Energy Services, Inc.      
  636,800     Term Loan, 8.90%, Maturing June 30, 2012     639,984    
LB Pacific, L.P.      
  538,188     Term Loan, 7.95%, Maturing March 3, 2012     541,551    
Lyondell-Citgo Refining, L.P.      
  931,000     Term Loan, 7.50%, Maturing May 21, 2007     933,328    
Niska Gas Storage      
  93,333     Term Loan, 0.00%, Maturing May 13, 2011(2)     93,333    
  133,333     Term Loan, 7.03%, Maturing May 13, 2011     133,333    
  140,000     Term Loan, 7.03%, Maturing May 13, 2011     140,000    
  733,333     Term Loan, 7.03%, Maturing May 12, 2013     733,333    
Petroleum Geo-Services ASA      
  818,625     Term Loan, 8.33%, Maturing December 16, 2012     823,230    
Primary Natural Resources, Inc.      
  1,000,000     Term Loan, 8.25%, Maturing July 28, 2010(3)     998,100    
Targa Resources, Inc.      
  895,000     Term Loan, 7.48%, Maturing October 31, 2007     896,492    
  2,021,034     Term Loan, 7.33%, Maturing October 31, 2012     2,026,720    
  395,714     Term Loan, 7.75%, Maturing October 31, 2012     396,827    

 

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Oil and Gas (continued)      
Universal Compression, Inc.      
$ 548,066     Term Loan, 7.00%, Maturing February 15, 2012   $ 551,149    
W&T Offshore, Inc.      
  325,000     Term Loan, 0.00%, Maturing May 26, 2010(2)     326,219    
            $ 13,697,717    
Publishing — 5.3%      
American Media Operations, Inc.      
$ 2,000,000     Term Loan, 8.12%, Maturing January 31, 2013   $ 2,017,500    
Caribe Information Investments      
  423,938     Term Loan, 7.45%, Maturing March 31, 2013     425,262    
CBD Media, LLC      
  408,497     Term Loan, 7.76%, Maturing December 31, 2009     411,901    
Dex Media East, LLC      
  1,501,484     Term Loan, 6.77%, Maturing May 8, 2009     1,497,001    
Dex Media West, LLC      
  1,834,246     Term Loan, 6.77%, Maturing March 9, 2010     1,828,409    
Gatehouse Media Operating, Inc.      
  900,000     Term Loan, 7.39%, Maturing December 6, 2013     900,000    
Hanley-Wood, LLC      
  260,105     Term Loan, 7.38%, Maturing August 1, 2012     260,863    
  30,834     Term Loan, 7.46%, Maturing August 1, 2012     30,924    
Merrill Communications, LLC      
  689,685     Term Loan, 7.66%, Maturing May 5, 2011     693,026    
Nebraska Book Co., Inc.      
  474,088     Term Loan, 7.61%, Maturing March 4, 2011     476,458    
R.H. Donnelley Corp.      
  50,914     Term Loan, 6.55%, Maturing December 31, 2009     50,592    
  2,765,045     Term Loan, 6.86%, Maturing June 30, 2011     2,755,664    
Source Media, Inc.      
  638,607     Term Loan, 7.68%, Maturing November 8, 2011     647,588    
SP Newsprint Co.      
  969,921     Term Loan, 5.35%, Maturing January 9, 2010     973,559    
  264,220     Term Loan, 7.84%, Maturing January 9, 2010     265,211    
Sun Media Corp.      
  2,361,712     Term Loan, 6.42%, Maturing February 7, 2009     2,361,712    
Xsys US, Inc.      
  605,124     Term Loan, 8.00%, Maturing December 31, 2012     611,648    
  618,087     Term Loan, 8.50%, Maturing December 31, 2013     627,841    
            $ 16,835,159    
Radio and Television — 7.6%      
Adams Outdoor Advertising, L.P.      
$ 927,568     Term Loan, 6.85%, Maturing October 18, 2012   $ 931,240    
ALM Media Holdings, Inc.      
  818,282     Term Loan, 8.00%, Maturing March 5, 2010     817,940    

 

See notes to financial statements

12



Eaton Vance Senior Income Trust as of June 30, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Radio and Television (continued)      
Block Communications, Inc.      
$ 447,750     Term Loan, 7.50%, Maturing December 22, 2011   $ 448,869    
Cequel Communications, LLC      
  1,575,000     Term Loan, 0.00%, Maturing May 5, 2014(2)     1,514,626    
  875,000     Term Loan, 9.85%, Maturing May 5, 2014     848,750    
CMP KC, LLC      
  500,000     Term Loan, 9.31%, Maturing May 3, 2011     500,625    
CMP Susquehanna Corp.      
  739,286     Term Loan, 7.31%, Maturing May 5, 2013     740,210    
Cumulus Media, Inc.      
  775,000     Term Loan, 7.45%, Maturing June 7, 2013     777,058    
DirecTV Holdings, LLC      
  2,081,411     Term Loan, 6.79%, Maturing April 13, 2013     2,084,880    
Entravision Communications Corp.      
  721,375     Term Loan, 6.49%, Maturing September 29, 2013     722,653    
Gray Television, Inc.      
  696,500     Term Loan, 6.49%, Maturing November 22, 2015     697,516    
HIT Entertainment, Inc.      
  796,000     Term Loan, 7.42%, Maturing March 20, 2012     799,980    
Montecito Broadcast Group, LLC      
  348,250     Term Loan, 7.02%, Maturing January 27, 2013     350,971    
NEP Supershooters, L.P.      
  805,642     Term Loan, 13.50%, Maturing August 3, 2011     817,727    
Nexstar Broadcasting, Inc.      
  972,903     Term Loan, 7.25%, Maturing October 1, 2012     972,295    
  944,958     Term Loan, 7.25%, Maturing October 1, 2012     944,368    
NextMedia Operating, Inc.      
  68,885     Term Loan, 7.13%, Maturing November 15, 2012     68,809    
  154,992     Term Loan, 7.25%, Maturing November 15, 2012     154,822    
PanAmSat Corp.      
  2,698,806     Term Loan, 7.18%, Maturing August 20, 2011     2,706,903    
Patriot Media and Communications CNJ, LLC      
  300,000     Term Loan, 10.15%, Maturing October 4, 2013     307,313    
Paxson Communcations Corp.      
  1,350,000     Term Loan, 8.32%, Maturing January 15, 2012     1,380,375    
Rainbow National Services, LLC      
  1,470,071     Term Loan, 5.69%, Maturing March 31, 2012     1,483,302    
Raycom TV Broadcasting, LLC      
  1,517,082     Term Loan, 7.00%, Maturing August 28, 2013     1,513,289    
SFX Entertainment      
  746,250     Term Loan, 7.75%, Maturing June 21, 2013     747,028    
Spanish Broadcasting System, Inc.      
  994,962     Term Loan, 7.50%, Maturing June 10, 2012     994,962    
Young Broadcasting, Inc.      
  882,341     Term Loan, 7.73%, Maturing November 3, 2012     880,686    
            $ 24,207,197    

 

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Rail Industries — 0.7%      
Kansas City Southern Railway Co.      
$ 1,022,462     Term Loan, 7.02%, Maturing March 30, 2008   $ 1,024,379    
Railamerica, Inc.      
  1,286,533     Term Loan, 7.25%, Maturing September 29, 2011     1,302,615    
  75,162     Term Loan, 7.25%, Maturing September 29, 2011     76,101    
            $ 2,403,095    
Retailers (Except Food and Drug) — 5.0%      
American Achievement Corp.      
$ 240,507     Term Loan, 7.76%, Maturing March 25, 2011   $ 241,710    
Amscan Holdings, Inc.      
  773,063     Term Loan, 8.28%, Maturing December 23, 2012     776,284    
Coinmach Laundry Corp.      
  2,993,947     Term Loan, 7.71%, Maturing December 15, 2012     3,012,660    
FTD, Inc.      
  294,118     Term Loan, 7.68%, Maturing February 28, 2011     296,691    
Harbor Freight Tools USA, Inc.      
  850,142     Term Loan, 6.92%, Maturing July 15, 2010     850,673    
Home Interiors & Gifts, Inc.      
  640,721     Term Loan, 10.36%, Maturing March 31, 2011     568,640    
Josten's Corp.      
  2,271,184     Term Loan, 7.07%, Maturing October 4, 2010     2,283,487    
Mapco Express, Inc.      
  292,978     Term Loan, 8.20%, Maturing April 28, 2011     294,260    
Mauser Werke GMBH & Co. KG      
  625,000     Term Loan, 8.25%, Maturing December 3, 2011     628,906    
Movie Gallery, Inc.      
  526,162     Term Loan, 10.75%, Maturing April 27, 2011     511,158    
Neiman Marcus Group, Inc.      
  498,418     Term Loan, 7.77%, Maturing April 5, 2013     502,401    
Oriental Trading Co., Inc.      
  1,603,292     Term Loan, 7.63%, Maturing August 4, 2010     1,611,309    
Rent-A-Center, Inc.      
  1,270,500     Term Loan, 6.96%, Maturing June 30, 2010     1,277,488    
Savers, Inc.      
  310,572     Term Loan, 8.24%, Maturing August 4, 2009     311,737    
  500,000     Term Loan, 12.99%, Maturing August 4, 2010     507,500    
Sears Canada, Inc.      
  498,750     Term Loan, 7.25%, Maturing December 22, 2012     500,620    
Travelcenters of America, Inc.      
  1,651,700     Term Loan, 7.02%, Maturing November 30, 2008     1,655,210    
            $ 15,830,734    

 

See notes to financial statements

13



Eaton Vance Senior Income Trust as of June 30, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Steel — 0.2%      
Gibraltar Industries, Inc.      
$ 244,565     Term Loan, 7.19%, Maturing December 8, 2010   $ 246,705    
John Maneely Co.      
  300,000     Term Loan, 8.09%, Maturing March 25, 2013     302,500    
            $ 549,205    
Surface Transport — 0.8%      
Gainey Corp.      
$ 425,000     Term Loan, 8.01%, Maturing April 20, 2012   $ 428,984    
Horizon Lines, LLC      
  245,000     Term Loan, 7.75%, Maturing July 7, 2011     246,838    
Sirva Worldwide, Inc.      
  862,898     Term Loan, 9.55%, Maturing December 1, 2010     840,786    
Vanguard Car Rental USA      
  900,000     Term Loan, 8.32%, Maturing June 14, 2013     903,375    
            $ 2,419,983    
Telecommunications — 6.0%      
Alaska Communications Systems Holdings, Inc.      
$ 530,000     Term Loan, 7.25%, Maturing February 1, 2011   $ 530,000    
Cellular South, Inc.      
  343,000     Term Loan, 6.92%, Maturing May 4, 2011     344,715    
Centennial Cellular Operating Co., LLC      
  1,833,333     Term Loan, 7.68%, Maturing February 9, 2011     1,842,500    
Cincinnati Bell, Inc.      
  347,375     Term Loan, 6.60%, Maturing August 31, 2012     347,104    
Consolidated Communications, Inc.      
  2,244,965     Term Loan, 7.16%, Maturing April 14, 2011     2,242,159    
Crown Castle Operating Co.      
  500,000     Term Loan, 7.65%, Maturing June 1, 2014     502,657    
D&E Communications, Inc.      
  463,012     Term Loan, 7.25%, Maturing December 31, 2011     465,327    
Fairpoint Communications, Inc.      
  1,130,000     Term Loan, 7.25%, Maturing February 8, 2012     1,127,881    
Hawaiian Telcom Communications, Inc.      
  399,111     Term Loan, 7.75%, Maturing October 31, 2012     401,214    
Intelsat, Ltd.      
  1,488,665     Term Loan, 9.00%, Maturing July 28, 2011     1,491,766    
Iowa Telecommunications Services      
  334,000     Term Loan, 7.24%, Maturing November 23, 2011     334,696    
IPC Acquisition Corp.      
  239,718     Term Loan, 8.01%, Maturing August 5, 2011     240,857    
Madison River Capital, LLC      
  290,000     Term Loan, 7.26%, Maturing July 31, 2012     290,997    

 

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Telecommunications (continued)      
Nortel Networks, Ltd.      
$ 850,000     Term Loan, 7.38%, Maturing February 15, 2007   $ 849,469    
NTelos, Inc.      
  1,132,763     Term Loan, 7.60%, Maturing August 24, 2011     1,132,763    
Qwest Corp.      
  2,000,000     Term Loan, 10.00%, Maturing June 4, 2007     2,034,250    
Stratos Global Corp.      
  575,000     Term Loan, 8.25%, Maturing February 13, 2012     578,953    
Triton PCS, Inc.      
  1,561,882     Term Loan, 8.60%, Maturing November 18, 2009     1,571,839    
Valor Telecom Enterprise, LLC      
  1,703,500     Term Loan, 7.20%, Maturing February 14, 2012     1,706,163    
Westcom Corp.      
  394,440     Term Loan, 7.54%, Maturing December 17, 2010     396,658    
  600,000     Term Loan, 11.79%, Maturing June 17, 2011     606,000    
Winstar Communications, Inc.      
  169,348     DIP Loan, 0.00%, Maturing December 31, 2006(4)     249,224    
            $ 19,287,192    
Utilities — 3.9%      
Astoria Generating Co.      
$ 625,000     Term Loan, 9.20%, Maturing August 23, 2013   $ 635,313    
Cellnet Technology, Inc.      
  300,695     Term Loan, 8.50%, Maturing April 26, 2012     303,514    
Cogentrix Delaware Holdings, Inc.      
  353,886     Term Loan, 7.00%, Maturing April 14, 2012     354,623    
Covanta Energy Corp.      
  528,130     Term Loan, 5.46%, Maturing June 24, 2012     529,450    
  378,459     Term Loan, 7.70%, Maturing June 24, 2012     379,405    
  227,500     Term Loan, 10.96%, Maturing June 24, 2013     228,638    
KGen, LLC      
  474,000     Term Loan, 8.12%, Maturing August 5, 2011     475,185    
La Paloma Generating Co., LLC      
  29,508     Term Loan, 7.10%, Maturing August 16, 2012     29,393    
  173,329     Term Loan, 7.25%, Maturing August 16, 2012     172,652    
  13,804     Term Loan, 7.25%, Maturing August 16, 2012     13,751    
LSP General Finance Co., LLC      
  20,202     Term Loan, 0.00%, Maturing April 14, 2013(2)     20,160    
  479,798     Term Loan, 7.25%, Maturing April 14, 2013     478,799    
Mirant North America, LLC      
  1,243,750     Term Loan, 7.10%, Maturing January 3, 2013     1,242,973    
NRG Energy, Inc.      
  4,239,375     Term Loan, 7.23%, Maturing February 1, 2013     4,248,769    
  975,000     Term Loan, 7.50%, Maturing February 1, 2013     976,980    

 

See notes to financial statements

14



Eaton Vance Senior Income Trust as of June 30, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount
 
Borrower/Tranche Description
 
Value
 
Utilities (continued)      
Pike Electric, Inc.      
$ 270,971     Term Loan, 6.69%, Maturing December 10, 2012   $ 271,309    
  158,677     Term Loan, 6.69%, Maturing July 1, 2012     158,875    
Plains Resources, Inc.      
  1,291,633     Term Loan, 6.69%, Maturing August 12, 2011     1,294,862    
Reliant Energy, Inc.      
  138,222     Term Loan, 7.47%, Maturing December 22, 2010     138,427    
Wolf Hollow I L.P.      
  225,000     Term Loan, 7.55%, Maturing June 22, 2012     225,141    
  218,522     Term Loan, 7.75%, Maturing June 22, 2012     218,658    
            $ 12,396,877    
    Total Senior Floating Rate Interests
(identified cost $466,924,019)
  $ 467,850,790    
Corporate Bonds & Notes — 15.1%      
Principal Amount
(000's omitted)
  Security   Value  
Aerospace and Defense — 0.1%      
Argo Tech Corp., Sr. Notes      
$ 300     9.25%, 6/1/11   $ 310,500    
Delta Air Lines, Inc.      
  49     9.50%, 11/18/08(4)(5)     49,367    
DRS Technologies, Inc., Sr. Sub. Notes      
  40     7.625%, 2/1/18     40,000    
            $ 399,867    
Air Transport — 0.3%      
American Airlines      
$ 895     7.80%, 10/1/06   $ 896,678    
Continental Airlines      
  149     7.033%, 6/15/11     145,787    
            $ 1,042,465    
Automotive — 1.0%      
Altra Industrial Motion, Inc.      
$ 120     9.00%, 12/1/11(5)   $ 121,200    
Commercial Vehicle Group, Inc., Sr. Notes      
  55     8.00%, 7/1/13(5)     52,937    
Ford Motor Credit Co.      
  110     6.625%, 6/16/08     104,744    
  385     7.375%, 10/28/09     356,200    
  185     7.875%, 6/15/10     170,801    

 

Principal Amount
(000's omitted)
  Security   Value  
Automotive (continued)      
Ford Motor Credit Co., Variable Rate      
$ 535     8.149%, 11/2/07   $ 534,663    
General Motors Acceptance Corp.      
  130     6.125%, 9/15/06     129,814    
  105     5.125%, 5/9/08     100,634    
  55     5.85%, 1/14/09     52,753    
  20     7.00%, 2/1/12     19,005    
  470     8.00%, 11/1/31     452,932    
Keystone Automotive Operations, Inc., Sr. Sub. Notes      
  470     9.75%, 11/1/13     446,500    
Tenneco Automotive, Inc.      
  140     8.625%, 11/15/14     140,350    
Tenneco Automotive, Inc., Series B      
  275     10.25%, 7/15/13     302,844    
TRW Automotive, Inc., Sr. Sub. Notes      
  65     11.00%, 2/15/13     71,337    
United Components, Inc., Sr. Sub. Notes      
  65     9.375%, 6/15/13     64,350    
Visteon Corp., Sr. Notes      
  95     8.25%, 8/1/10     89,300    
  40     7.00%, 3/10/14     32,850    
            $ 3,243,214    
Brokers / Dealers / Investment Houses — 0.1%      
E*Trade Financial Corp., Sr. Notes      
$ 40     8.00%, 6/15/11   $ 41,000    
Residential Capital Corp., Variable Rate      
  265     6.898%, 4/17/09(5)     265,184    
            $ 306,184    
Building and Development — 0.5%      
General Cable Corp., Sr. Notes      
$ 105     9.50%, 11/15/10   $ 111,825    
Interface, Inc., Sr. Sub. Notes      
  20     9.50%, 2/1/14     20,750    
Interline Brands Inc., Sr. Sub. Notes      
  70     8.125%, 6/15/14     70,175    
Mueller Group, Inc., Sr. Sub. Notes      
  120     10.00%, 5/1/12     129,600    
Mueller Holdings, Inc., Disc. Notes, (0.00% until 2009)      
  123     14.75%, 4/15/14     103,935    
Nortek, Inc., Sr. Sub Notes      
  355     8.50%, 9/1/14     345,237    

 

See notes to financial statements

15



Eaton Vance Senior Income Trust as of June 30, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount
(000's omitted)
  Security   Value  
Building and Development (continued)      
NTK Holdings, Inc., Sr. Disc. Notes      
$ 115     10.75%, 3/1/14   $ 83,806    
Panolam Industries International, Sr. Sub. Notes      
  150     10.75%, 10/1/13(5)     146,250    
RMCC Acquisition Co., Sr. Sub. Notes      
  405     9.50%, 11/1/12(5)     423,225    
Stanley-Martin Communities, LLC      
  40     9.75%, 8/15/15(5)     34,400    
            $ 1,469,203    
Business Equipment and Services — 0.3%      
Activant Solutions, Inc., Sr. Sub. Notes      
$ 55     9.50%, 5/1/16(5)   $ 53,487    
Affinion Group, Inc.      
  55     10.125%, 10/15/13(5)     55,550    
Affinion Group, Inc., Sr. Sub. Notes      
  70     11.50%, 10/15/15(5)     68,950    
Hydrochem Industrial Services, Inc., Sr. Sub. Notes      
  50     9.25%, 2/15/13(5)     48,500    
Muzak, LLC / Muzak Finance, Sr. Notes      
  20     10.00%, 2/15/09     16,900    
Norcross Safety Products, LLC/Norcross Capital Corp., Sr. Sub. Notes, Series B      
  170     9.875%, 8/15/11     177,225    
Safety Products Holdings, Inc.      
  74     11.75%, 1/1/12     72,630    
Sungard Data Systems, Inc., Sr. Notes      
  215     9.125%, 8/15/13(5)     224,137    
Sungard Data Systems, Inc., Sr. Notes, Variable Rate      
  55     9.431%, 8/15/13(5)     57,819    
Sungard Data Systems, Inc., Sr. Sub. Notes      
  162     10.25%, 8/15/15(5)     168,277    
            $ 943,475    
Cable and Satellite Television — 0.7%      
Adelphia Communications, Sr. Notes, Series B      
$ 270     9.25%, 10/1/32(4)   $ 146,475    
Cablevision Systems Corp., Sr. Notes, Series B, Variable Rate      
  110     9.62%, 4/1/09     117,150    
CCO Holdings, LLC / CCO Capital Corp., Sr. Notes      
  395     8.75%, 11/15/13(5)     387,100    
CSC Holdings, Inc., Sr. Notes, Series B      
  55     7.625%, 4/1/11     55,275    
Insight Communications, Sr. Disc. Notes      
  525     12.25%, 2/15/11     556,500    

 

Principal Amount
(000's omitted)
  Security   Value  
Cable and Satellite Television (continued)      
Kabel Deutschland GMBH      
$ 135     10.625%, 7/1/14(5)   $ 143,100    
UGS Corp.      
  660     10.00%, 6/1/12     712,800    
            $ 2,118,400    
Chemicals and Plastics — 0.7%      
BCP Crystal Holdings Corp., Sr. Sub. Notes      
$ 172     9.625%, 6/15/14   $ 187,480    
Crystal US Holdings / US Holdings 3, LLC, Sr. Disc. Notes, Series B,
(0.00% until 2009)
     
  179     10.50%, 10/1/14     140,962    
Equistar Chemical, Sr. Notes      
  170     10.625%, 5/1/11     183,387    
Hexion Specialty Chemicals, Inc.      
  95     9.00%, 7/15/14     96,662    
Huntsman International, LLC, Sr. Notes      
  80     9.875%, 3/1/09     83,600    
Huntsman, LLC      
  91     11.625%, 10/15/10     101,010    
Ineos Group      
  395     8.50%, 2/15/16(5)     371,794    
Key Plastics, LLC, Jr. Sub. Notes      
  74     4.00%, 4/26/07(3)     74,890    
Key Plastics, LLC, Sr. Sub. Notes      
  118     7.00%, 4/26/07(3)     118,477    
Lyondell Chemical Co., Sr. Notes      
  192     10.50%, 6/1/13     212,160    
Nova Chemicals Corp., Sr. Notes, Variable Rate      
  105     8.405%, 11/15/13(5)     104,737    
OM Group, Inc.      
  460     9.25%, 12/15/11     476,100    
Polyone Corp., Sr. Notes      
  160     10.625%, 5/15/10     172,800    
  30     8.875%, 5/1/12     30,262    
            $ 2,354,321    
Clothing / Textiles — 0.5%      
Levi Strauss & Co., Sr. Notes      
$ 430     12.25%, 12/15/12   $ 477,300    
Levi Strauss & Co., Sr. Notes, Variable Rate      
  205     9.74%, 4/1/12     209,612    
Oxford Industries, Inc., Sr. Notes      
  390     8.875%, 6/1/11     391,950    

 

See notes to financial statements

16



Eaton Vance Senior Income Trust as of June 30, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount
(000's omitted)
  Security   Value  
Clothing / Textiles (continued)      
Perry Ellis International, Inc., Sr. Sub. Notes      
$ 160     8.875%, 9/15/13   $ 157,600    
Phillips Van-Heusen, Sr. Notes      
  40     7.25%, 2/15/11     39,800    
  100     8.125%, 5/1/13     102,750    
Quiksilver, Inc.      
  20     6.875%, 4/15/15     18,700    
Russell Corp.      
  120     9.25%, 5/1/10     126,150    
            $ 1,523,862    
Conglomerates — 0.3%      
Amsted Industries, Inc., Sr. Notes      
$ 500     10.25%, 10/15/11(5)   $ 537,500    
Education Management, LLC 144A, Sr. Notes      
  150     8.75%, 6/1/14(5)     149,250    
Education Management, LLC 144A, Sr. Sub. Notes      
  180     10.25%, 6/1/16(5)     180,000    
Goodman Global Holdings, Inc., Sr. Notes, Variable Rate      
  57     8.329%, 6/15/12     57,285    
Rexnord Corp.      
  45     10.125%, 12/15/12     49,830    
            $ 973,865    
Containers and Glass Products — 0.1%      
Intertape Polymer US, Inc., Sr. Sub. Notes      
$ 155     8.50%, 8/1/14   $ 143,375    
Pliant Corp. (PIK)      
  91     11.625%, 6/15/09     97,966    
            $ 241,341    
Cosmetics / Toiletries — 0.0%      
Samsonite Corp., Sr. Sub. Notes      
$ 60     8.875%, 6/1/11   $ 62,550    
            $ 62,550    
Ecological Services and Equipment — 0.2%      
Aleris International, Inc.      
$ 130     10.375%, 10/15/10   $ 141,050    
  117     9.00%, 11/15/14     119,632    
Waste Services, Inc., Sr. Sub Notes      
  220     9.50%, 4/15/14     223,300    
            $ 483,982    

 

Principal Amount
(000's omitted)
  Security   Value  
Electronics / Electrical — 0.1%      
Advanced Micro Devices, Inc., Sr. Notes      
$ 69     7.75%, 11/1/12   $ 70,552    
Avago Technologies Finance PTE, Sr. Notes      
  75     10.125%, 12/1/13(5)     79,312    
CPI Holdco, Inc., Sr. Notes, Variable Rate      
  50     10.561%, 2/1/15     51,250    
            $ 201,114    
Equipment Leasing — 0.3%      
The Hertz Corp., Sr. Notes      
$ 515     8.875%, 1/1/14(5)   $ 530,450    
  85     10.50%, 1/1/16(5)     90,525    
United Rentals North America, Inc.      
  15     6.50%, 2/15/12     14,250    
United Rentals North America, Inc., Sr. Sub. Notes      
  370     7.00%, 2/15/14     339,937    
            $ 975,162    
Financial Intermediaries — 1.6%      
Alzette, Variable Rate      
$ 500     8.636%, 12/15/20   $ 511,562    
Avalon Capital Ltd. 3, Series 1A, Class D, Variable Rate      
  380     7.158%, 2/24/19(5)     381,744    
Babson Ltd., Series 2005-1A, Class C1, Variable Rate      
  500     7.018%, 4/15/19(5)     505,520    
Bryant Park CDO Ltd., Series 2005-1A, Class C, Variable Rate      
  500     7.118%, 1/15/19(5)     505,460    
Carlyle High Yield Partners, Series 2004-6A, Class C, Variable Rate      
  500     7.612%, 8/11/16(5)     507,795    
Centurion CDO 8 Ltd., Series 2005 8A, Class D, Variable Rate      
  500     10.77%, 3/8/17     522,750    
Centurion CDO 9 Ltd., Series 2005-9A      
  500     9.35%, 7/17/19     515,095    
Madison Park Funding Ltd., Series 2006-2A, Class D, Variable Rate      
  1,000     9.727%, 3/25/20(5)     1,037,600    
Stanfield Vantage Ltd., Series 2005-1A, Class D, Variable Rate      
  500     7.474%, 3/21/17(5)     503,210    
            $ 4,990,736    
Food Products — 0.5%      
ASG Consolidated, LLC / ASG Finance, Inc., Sr. Disc. Notes,
(0.00% until 2008)
     
$ 275     11.50%, 11/1/11   $ 233,062    

 

See notes to financial statements

17



Eaton Vance Senior Income Trust as of June 30, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount
(000's omitted)
  Security   Value  
Food Products (continued)      
Nutro Products, Inc., Sr. Notes, Variable Rate      
$ 40     9.23%, 10/15/13(5)   $ 40,950    
Nutro Products, Inc., Sr. Sub. Notes      
  65     10.75%, 4/15/14(5)     67,194    
Pierre Foods, Inc., Sr. Sub. Notes      
  175     9.875%, 7/15/12     178,937    
Pinnacle Foods Holdings Corp., Sr. Sub. Notes      
  1,125     8.25%, 12/1/13     1,110,937    
WH Holdings Ltd./WH Capital Corp., Sr. Notes      
  47     9.50%, 4/1/11     51,700    
            $ 1,682,780    
Food Service — 0.1%      
EPL Finance Corp., Sr. Notes      
$ 135     11.75%, 11/15/13(5)   $ 154,912    
NPC International, Inc., Sr. Sub. Notes      
  115     9.50%, 5/1/14(5)     111,837    
            $ 266,749    
Food / Drug Retailers — 0.2%      
General Nutrition Centers, Inc.      
$ 50     8.625%, 1/15/11   $ 50,312    
Rite Aid Corp.      
  185     7.125%, 1/15/07     185,462    
  320     6.125%, 12/15/08(5)     311,200    
  100     8.125%, 5/1/10     101,000    
The Jean Coutu Group (PJC), Inc., Sr. Sub. Notes      
  40     8.50%, 8/1/14     37,000    
            $ 684,974    
Forest Products — 0.4%      
Abitibi-Consolidated, Inc.      
$ 95     6.95%, 4/1/08   $ 92,506    
Georgia-Pacific Corp.      
  145     9.50%, 12/1/11     152,250    
JSG Funding PLC, Sr. Notes      
  355     9.625%, 10/1/12     367,425    
NewPage Corp.      
  145     10.00%, 5/1/12     150,800    
NewPage Corp., Variable Rate      
  100     11.399%, 5/1/12     109,500    
Stone Container Corp.      
  20     7.375%, 7/15/14     17,800    

 

Principal Amount
(000's omitted)
  Security   Value  
Forest Products (continued)      
Stone Container Corp., Sr. Notes      
$ 438     9.25%, 2/1/08   $ 457,710    
            $ 1,347,991    
Healthcare — 0.8%      
Accellent, Inc.      
$ 230     10.50%, 12/1/13(5)   $ 236,325    
AMR HoldCo, Inc./EmCare HoldCo, Inc., Sr. Sub. Notes      
  155     10.00%, 2/15/15(5)     163,138    
CDRV Investors, Inc., Sr. Disc. Notes      
  20     9.625%, 1/1/15     13,600    
Encore Medical IHC, Inc.      
  145     9.75%, 10/1/12     146,450    
Inverness Medical Innovations, Inc., Sr. Sub. Notes      
  120     8.75%, 2/15/12     117,000    
Multiplan Merger Corp., Sr. Sub. Notes      
  130     10.375%, 4/15/16(5)     132,275    
National Mentor Holdings, Inc., Sr. Sub. Notes      
  105     11.25%, 7/1/14(5)     107,363    
Res-Care, Inc., Sr. Notes      
  105     7.75%, 10/15/13(5)     104,738    
Service Corp. International, Sr. Notes      
  210     7.75%, 6/15/17(5)     197,400    
Tenet Healthcare Corp., Sr. Notes      
  145     6.50%, 6/1/12     128,688    
  20     9.50%, 2/1/15(5)     19,700    
Triad Hospitals, Inc., Sr. Notes      
  100     7.00%, 5/15/12     100,000    
Triad Hospitals, Inc., Sr. Sub. Notes      
  120     7.00%, 11/15/13     117,300    
US Oncology, Inc.      
  120     9.00%, 8/15/12     125,400    
  240     10.75%, 8/15/14     261,600    
Vanguard Health Holding Co. II, LLC, Sr. Sub. Notes      
  165     9.00%, 10/1/14     165,413    
Ventas Realty L.P. / Capital Corp., Sr. Notes      
  75     7.125%, 6/1/15     75,375    
VWR International, Inc., Sr. Sub. Notes      
  225     8.00%, 4/15/14     219,656    
            $ 2,431,421    
Home Furnishings — 0.1%      
Fedders North America, Inc.      
$ 85     9.875%, 3/1/14   $ 66,938    

 

See notes to financial statements

18



Eaton Vance Senior Income Trust as of June 30, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount
(000's omitted)
  Security   Value  
Home Furnishings (continued)      
Steinway Musical Instruments, Sr. Notes      
$ 85     7.00%, 3/1/14(5)   $ 82,663    
            $ 149,601    
Industrial Equipment — 0.3%      
Case New Holland, Inc., Sr. Notes      
$ 190     9.25%, 8/1/11   $ 200,925    
  315     7.125%, 3/1/14(5)     302,400    
Chart Industries, Inc., Sr. Sub. Notes      
  105     9.125%, 10/15/15(5)     107,625    
Manitowoc Co., Inc. (The)      
  29     10.50%, 8/1/12     31,610    
Stewart & Stevenson, LLC, Sr. Notes      
  105     10.00%, 7/15/14(5)     106,050    
Thermadyne Holdings Corp., Sr. Sub. Notes      
  105     9.25%, 2/1/14     96,075    
            $ 844,685    
Leisure Goods / Activities / Movies — 0.5%      
AMC Entertainment, Inc., Sr. Sub. Notes      
$ 225     9.875%, 2/1/12   $ 225,000    
AMC Entertainment, Inc., Variable Rate      
  30     9.42%, 8/15/10     31,050    
HRP Myrtle Beach Operations, LLC/HRP Myrtle Beach Capital Corp.      
  105     12.50%, 4/1/13(5)     105,525    
HRP Myrtle Beach Operations, LLC/HRP Myrtle Beach Capital Corp.,
Variable Rate
     
  195     9.818%, 4/1/12(5)     194,025    
Marquee Holdings, Inc., Sr. Disc. Notes, (0.00% until 2009)      
  325     12.00%, 8/15/14     233,594    
Six Flags Theme Parks, Inc., Sr. Notes      
  275     8.875%, 2/1/10     262,625    
  125     9.625%, 6/1/14     114,375    
Universal City Development Partners, Ltd., Sr. Notes      
  200     11.75%, 4/1/10     218,750    
Universal City Florida Holding, Sr. Notes, Variable Rate      
  250     9.899%, 5/1/10     259,375    
            $ 1,644,319    
Lodging and Casinos — 1.0%      
CCM Merger, Inc.      
$ 85     8.00%, 8/1/13(5)   $ 80,750    
Chukchansi EDA, Sr. Notes, Variable Rate      
  150     8.78%, 11/15/12(5)     153,750    

 

Principal Amount
(000's omitted)
  Security   Value  
Lodging and Casinos (continued)      
Eldorado Casino Shreveport      
$ 56     10.00%, 8/1/12   $ 48,563    
Greektown Holdings, LLC, Sr. Notes      
  110     10.75%, 12/1/13(5)     116,600    
Host Marriot L.P., Series O      
  15     6.375%, 3/15/15     14,175    
Inn of the Mountain Gods, Sr. Notes      
  285     12.00%, 11/15/10     304,238    
Kerzner International, Sr. Sub. Notes      
  605     6.75%, 10/1/15(5)     634,494    
Majestic Star Casino, LLC      
  100     9.50%, 10/15/10     105,250    
  130     9.75%, 1/15/11(5)     130,975    
Majestic Star Casino, LLC, (0.00% until 2008)      
  75     12.50%, 10/15/11(5)     56,250    
Mohegan Tribal Gaming Authority, Sr. Sub. Notes      
  60     8.00%, 4/1/12     61,275    
OED Corp. / Diamond Jo      
  203     8.75%, 4/15/12     205,284    
San Pasqual Casino      
  160     8.00%, 9/15/13(5)     160,400    
Trump Entertainment Resorts, Inc.      
  425     8.50%, 6/1/15     410,656    
Tunica-Biloxi Gaming Authority, Sr. Notes      
  130     9.00%, 11/15/15(5)     133,900    
Waterford Gaming, LLC, Sr. Notes      
  384     8.625%, 9/15/12(5)     407,040    
Wynn Las Vegas, LLC      
  60     6.625%, 12/1/14     56,850    
            $ 3,080,450    
Nonferrous Metals / Minerals — 0.0%      
Alpha Natural Resources, Sr. Notes      
$ 75     10.25%, 6/1/12   $ 80,625    
Novelis, Inc., Sr. Notes      
  50     7.75%, 2/15/15(5)     48,250    
            $ 128,875    
Oil and Gas — 0.9%      
Allis-Chalmers Energy, Inc., Sr. Notes      
$ 150     9.00%, 1/15/14(5)   $ 150,750    
Aventine Renewable Energy, Variable Rate      
  55     11.329%, 12/15/11(5)     58,025    

 

See notes to financial statements

19



Eaton Vance Senior Income Trust as of June 30, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount
(000's omitted)
  Security   Value  
Oil and Gas (continued)      
Clayton Williams Energy, Inc., Sr. Notes      
$ 60     7.75%, 8/1/13(5)   $ 55,500    
Copano Energy, LLC, Sr. Notes      
  35     8.125%, 3/1/16(5)     35,000    
Dresser, Inc.      
  110     9.375%, 4/15/11     111,925    
El Paso Corp.      
  130     9.625%, 5/15/12(5)     142,675    
El Paso Production Holding Co.      
  30     7.75%, 6/1/13     30,375    
Encore Acquisition Co., Sr. Sub Notes      
  85     7.25%, 12/1/17     82,025    
Giant Industries      
  130     8.00%, 5/15/14     129,025    
Northwest Pipeline Corp.      
  70     8.125%, 3/1/10     73,150    
Ocean Rig Norway AS, Sr. Notes      
  50     8.375%, 7/1/13(5)     51,500    
Parker Drilling Co., Sr. Notes      
  85     9.625%, 10/1/13     92,650    
Petrobras International Finance Co.      
  30     7.75%, 9/15/14     31,275    
Petrohawk Energy Corp., Sr. Notes      
  315     9.125%, 7/15/13(5)     315,000    
Plains E&P Co., Sr. Sub. Notes      
  115     8.75%, 7/1/12     121,038    
Premcor Refining Group, Sr. Notes      
  210     9.50%, 2/1/13     229,683    
Quicksilver Resources, Inc.      
  75     7.125%, 4/1/16     70,688    
Semgroup L.P., Sr. Notes      
  140     8.75%, 11/15/15(5)     140,000    
Southern Natural Gas      
  50     8.875%, 3/15/10     53,063    
  150     8.00%, 3/1/32     155,746    
Transmontaigne, Inc., Sr. Sub. Notes      
  320     9.125%, 6/1/10     341,600    
United Refining Co., Sr. Notes      
  305     10.50%, 8/15/12     317,200    
Verasun Energy Corp.      
  160     9.875%, 12/15/12(5)     169,600    
Williams Cos., Inc. (The)      
  45     8.75%, 3/15/32     49,163    
            $ 3,006,656    

 

Principal Amount
(000's omitted)
  Security   Value  
Publishing — 0.5%      
Advanstar Communications, Inc.      
$ 400     10.75%, 8/15/10   $ 431,000    
American Media Operations, Inc., Series B      
  335     10.25%, 5/1/09     314,063    
CBD Media, Inc., Sr. Sub. Notes      
  70     8.625%, 6/1/11     70,000    
Dex Media West, LLC, Sr. Sub. Notes      
  182     9.875%, 8/15/13     198,152    
Houghton Mifflin Co., Sr. Sub. Notes      
  240     9.875%, 2/1/13     250,200    
MediaNews Group, Inc., Sr. Sub. Notes      
  50     6.875%, 10/1/13     45,750    
R.H. Donnelley Corp., Sr. Disc. Notes      
  110     6.875%, 1/15/13(5)     101,750    
  205     6.875%, 1/15/13(5)     189,625    
R.H. Donnelley Corp., Sr. Notes      
  130     8.875%, 1/15/16(5)     131,788    
            $ 1,732,328    
Radio and Television — 0.4%      
CanWest Media, Inc.      
$ 217     8.00%, 9/15/12   $ 216,223    
LBI Media, Inc.      
  90     10.125%, 7/15/12     96,300    
LBI Media, Inc., Sr. Disc. Notes, (0.00% until 2008)      
  80     11.00%, 10/15/13     65,200    
Nexstar Finance Holdings, LLC, Inc., Sr. Disc. Notes, (0.00% until 2008)      
  140     11.375%, 4/1/13     114,100    
Rainbow National Services, LLC, Sr. Notes      
  100     8.75%, 9/1/12(5)     105,500    
Rainbow National Services, LLC, Sr. Sub. Debs.      
  355     10.375%, 9/1/14(5)     394,938    
Sirius Satellite Radio, Sr. Notes      
  275     9.625%, 8/1/13(5)     259,188    
            $ 1,251,449    
Rail Industries — 0.0%      
Kansas City Southern Railway Co.      
$ 50     9.50%, 10/1/08   $ 52,625    
TFM SA de C.V., Sr. Notes      
  70     12.50%, 6/15/12     77,525    
            $ 130,150    

 

See notes to financial statements

20



Eaton Vance Senior Income Trust as of June 30, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount
(000's omitted)
  Security   Value  
Retailers (Except Food and Drug) — 0.4%      
Affinity Group, Inc., Sr. Sub. Notes      
$ 40     9.00%, 2/15/12   $ 40,000    
AutoNation, Inc., Variable Rate      
  75     7.045%, 4/15/13(5)     75,000    
GSC Holdings Corp.      
  555     8.00%, 10/1/12(5)     557,775    
GSC Holdings Corp., Variable Rate      
  200     8.865%, 10/1/11(5)     206,500    
Neiman Marcus Group, Inc., Sr. Notes      
  255     9.00%, 10/15/15(5)     267,750    
Neiman Marcus Group, Inc., Sr. Sub. Notes      
  165     10.375%, 10/15/15(5)     176,138    
            $ 1,323,163    
Steel — 0.1%      
Ispat Inland ULC, Sr. Notes      
$ 127     9.75%, 4/1/14   $ 140,210    
RathGibson, Inc., Sr. Notes      
  230     11.25%, 2/15/14(5)     238,050    
            $ 378,260    
Surface Transport — 0.0%      
Horizon Lines, LLC      
$ 118     9.00%, 11/1/12   $ 120,360    
            $ 120,360    
Telecommunications — 1.8%      
AirGate PCS, Inc., Variable Rate      
$ 60     8.827%, 10/15/11   $ 61,650    
Alamosa Delaware, Inc., Sr. Notes      
  280     11.00%, 7/31/10     308,000    
Centennial Cellular Operating Co. / Centennial Communication Corp., Sr. Notes      
  130     10.125%, 6/15/13     137,475    
Digicel Ltd., Sr. Notes      
  200     9.25%, 9/1/12(5)     210,000    
Intelsat, Ltd.      
  50     9.614%, 1/15/12     50,750    
  175     9.25%, 6/15/16(5)     181,563    
Intelsat, Ltd., Sr. Notes      
  780     5.25%, 11/1/08     737,100    
  415     11.25%, 6/15/16(5)     427,450    
LCI International, Inc., Sr. Notes      
  65     7.25%, 6/15/07     65,163    

 

Principal Amount
(000's omitted)
  Security   Value  
Telecommunications (continued)      
New Skies Satellites NV, Sr. Notes, Variable Rate      
$ 145     10.414%, 11/1/11   $ 150,438    
New Skies Satellites NV, Sr. Sub. Notes      
  260     9.125%, 11/1/12     276,250    
Nextel Communications, Inc., Sr. Notes      
  10     7.375%, 8/1/15     10,186    
Nortel Networks, Ltd.      
  105     9.73%, 7/15/11(5)     107,100    
  105     10.75%, 7/15/16(5)     108,347    
Qwest Capital Funding, Inc.      
  60     7.00%, 8/3/09     59,250    
Qwest Communications International, Inc.      
  450     7.50%, 2/15/14     441,000    
Qwest Communications International, Inc., Sr. Notes      
  5     7.50%, 11/1/08     5,013    
Qwest Corp., Sr. Notes      
  145     7.625%, 6/15/15(5)     143,913    
Qwest Corp., Sr. Notes, Variable Rate      
  505     8.579%, 6/15/13(5)     536,563    
Rogers Wireless, Inc., Sr. Sub. Notes      
  20     8.00%, 12/15/12     20,550    
Rogers Wireless, Inc., Variable Rate      
  790     8.454%, 12/15/10     816,663    
UbiquiTel Operating Co., Sr. Notes      
  215     9.875%, 3/1/11     234,888    
Windstream Corp., Sr. Notes      
  155     8.125%, 8/1/13(5)     158,875    
  310     8.625%, 8/1/16(5)     318,525    
            $ 5,566,712    
Utilities — 0.3%      
AES Corp., Sr. Notes      
$ 15     8.75%, 5/15/13(5)   $ 16,125    
  15     9.00%, 5/15/15(5)     16,200    
Dynegy Holdings, Inc.      
  105     8.375%, 5/1/16(5)     103,950    
Dynegy Holdings, Inc., Debs.      
  205     7.625%, 10/15/26     180,400    
Mission Energy Holding Co.      
  115     13.50%, 7/15/08     128,800    
NRG Energy, Inc.      
  70     7.25%, 2/1/14     68,425    
NRG Energy, Inc., Sr. Notes      
  100     7.375%, 2/1/16     97,750    

 

See notes to financial statements

21



Eaton Vance Senior Income Trust as of June 30, 2006

PORTFOLIO OF INVESTMENTS CONT'D

Principal Amount
(000's omitted)
  Security   Value  
Utilities (continued)      
Orion Power Holdings, Inc., Sr. Notes      
$ 380     12.00%, 5/1/10   $ 431,300    
            $ 1,042,950    
    Total Corporate Bonds & Notes
(identified cost $47,599,058)
  $ 48,143,614    
Convertible Bonds — 0.1%      
Principal
Amount
  Security   Value  
$ 170,000     L-3 Communications Corp.(5)   $ 166,600    
  35,000     Sinclair Broadcast Group, Inc.     30,538    
    Total Convertible Bonds
(identified cost $206,262)
  $ 197,138    
Common Stocks — 0.5%      
Shares   Security   Value  
  2,992     Environmental Systems Products(3)(6)(7)   $ 85,900    
  10,443     Hayes Lemmerz International(6)     33,104    
  24,880     Maxim Crane Works, L.P.(6)     1,156,920    
  358     Shreveport Gaming Holdings, Inc.(3)(6)     6,390    
  17,663     Trump Entertainment Resorts, Inc.(6)     355,910    
    Total Common Stocks
(identified cost $756,316)
  $ 1,638,224    
Preferred Stocks — 0.0%      
Shares   Security   Value  
  35     Hayes Lemmerz International, Series A(3)(6)(7)   $ 479    
  15     Key Plastics, LLC, Series A(3)(6)(7)     14,415    
    Total Preferred Stocks
(identified cost $16,750)
  $ 14,894    
Convertible Preferred Stocks — 0.1%      
Shares   Security   Value  
  542     Chesapeake Energy Corp.   $ 50,813    
  3,583     Crown Castle International Corp., (PIK)     199,752    
    Total Convertible Preferred Stocks
(identified cost $212,699)
  $ 250,565    

 

Warrants — 0.0%      
Shares/Rights   Security   Value  
  210     American Tower Corp., Exp. 8/1/08(5)(6)   $ 92,191    
    Total Warrants
(identified cost $14,074)
  $ 92,191    
Closed-End Investment Companies — 3.8%      
Shares   Security   Value  
  200,000     First Trust / Four Corners Senior Floating Rate Income Fund II   $ 3,570,000    
  290,000     ING Prime Rate Trust     2,035,800    
  25,560     Pioneer Floating Rate Trust     479,761    
  725,000     Van Kampen Senior Income Trust     6,039,250    
    Total Closed-End Investment Companies
(identified cost $11,460,385)
  $ 12,124,811    
Short-Term Investments — 4.4%      

 

Principal
Amount
  Maturity
Date
  Borrower   Rate   Amount  
$ 6,200,000     07/03/06   HSBC Finance Corp.,      
   
        Commercial Paper   5.29%   $ 6,198,178    
  2,000,000     07/03/06   Investors Bank and Trust      
   
        Company Time Deposit   5.30%     2,000,000    
  5,873,000     07/03/06   Societe Generale      
   
        Time Deposit   5.281%     5,873,000    

 

Total Short-Term Investments
(at amortized cost $14,071,178)
  $ 14,071,178    
Total Investments — 170.7%
(identified cost $541,260,741)
  $ 544,383,405    
Less Unfunded Loan
Commitments — (1.6)%
  $ (5,089,063 )  
Net Investments — 169.1%
(identified cost $536,171,678)
  $ 539,294,342    
Other Assets, Less Liabilities — (34.6)%   $ (110,392,762 )  
Auction Preferred Shares Plus
Cumulative Unpaid
Dividends — (34.5)%
  $ (110,030,432 )  
Net Assets Applicable to
Common Shares — 100.0%
  $ 318,871,148    

 

See notes to financial statements

22



Eaton Vance Senior Income Trust as of June 30, 2006

PORTFOLIO OF INVESTMENTS CONT'D

PIK - Payment In Kind.

REIT - Real Estate Investment Trust.

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

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

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

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

(5)  Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2006, the aggregate value of the securities is $18,661,563 or 5.9% of the Trust's net assets.

(6)  Non-income producing security.

(7)  Restricted security.

See notes to financial statements

23




Eaton Vance Senior Income Trust as of June 30, 2006

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of June 30, 2006

Assets  
Investments, at value (identified cost, $536,171,678)   $ 539,294,342    
Cash     8,012,059    
Receivable for investments sold     396,663    
Receivable for open swap contracts     28,238    
Dividends and interest receivable     4,173,977    
Prepaid expenses     44,095    
Total assets   $ 551,949,374    
Liabilities  
Demand note payable   $ 120,000,000    
Payable for investments purchased     1,869,027    
Payable to affiliate for investment advisory fees     389,892    
Payable to affiliate for administration fees     114,746    
Payable to affiliate for Trustees' fees     4,592    
Accrued expenses:  
Interest     535,609    
Operating expenses     133,928    
Total liabilities   $ 123,047,794    
Auction preferred shares (4,400 shares outstanding) at liquidation
value plus cumulative unpaid dividends
    110,030,432    
Net assets applicable to common shares   $ 318,871,148    
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     361,402,807    
Accumulated net realized loss (computed on the basis of identified cost)     (47,974,059 )  
Accumulated undistributed net investment income     1,940,990    
Net unrealized appreciation (computed on the basis of identified cost)     3,136,745    
Net assets applicable to common shares   $ 318,871,148    
Net Asset Value Per Common Share  
($318,871,148 ÷ 36,466,497 common shares
issued and outstanding)
  $ 8.74    

 

Statement of Operations

For the Year Ended
June 30, 2006

Investment Income  
Interest   $ 37,142,516    
Dividends     800,363    
Miscellaneous     16,322    
Total investment income   $ 37,959,201    
Expenses  
Investment adviser fee   $ 4,676,759    
Administration fee     1,375,185    
Trustees' fees and expenses     17,451    
Interest     5,651,051    
Preferred shares remarketing agent fee     274,998    
Custodian fee     225,436    
Legal and accounting services     141,381    
Transfer and dividend disbursing agent fees     72,918    
Printing and postage     43,931    
Miscellaneous     78,633    
Total expenses   $ 12,557,743    
Deduct —
Reduction of custodian fee
  $ 10,985    
Total expense reductions   $ 10,985    
Net expenses   $ 12,546,758    
Net investment income   $ 25,412,443    
Realized and Unrealized Gain (Loss)  
Net realized gain (loss) —
Investment transactions (identified cost basis)
  $ 471,763    
Swap contracts     46,554    
Net realized gain   $ 518,317    
Change in unrealized appreciation (depreciation) —
Investments (identified cost basis)
  $ (1,289,076 )  
Swap contracts     7,691    
Net change in unrealized appreciation (depreciation)   $ (1,281,385 )  
Net realized and unrealized loss   $ (763,068 )  
Distributions to preferred shareholders from income   $ (4,433,211 )  
Net increase in net assets from operations   $ 20,216,164    

 

See notes to financial statements

24



Eaton Vance Senior Income Trust as of June 30, 2006

FINANCIAL STATEMENTS CONT'D

Statements of Changes in Net Assets

Increase (Decrease)
in Net Assets
  Year Ended
June 30, 2006
  Year Ended
June 30, 2005
 
From operations —
Net investment income
  $ 25,412,443     $ 19,393,057    
Net realized gain from investment
transactions and swap contracts
    518,317       2,368,708    
Net change in unrealized appreciation
(depreciation) from investments  
and swap contracts
    (1,281,385 )     (3,326,509 )  
Distributions to preferred shareholders
From net investment income
    (4,433,211 )     (2,493,643 )  
Net increase in net assets from operations   $ 20,216,164     $ 15,941,613    
Distributions to common shareholders —
From net investment income
  $ (20,749,437 )   $ (16,603,282 )  
Total distributions to common shareholders   $ (20,749,437 )   $ (16,603,282 )  
Capital share transactions —
Reinvestment of distributions to
common shareholders
  $     $ 1,274,320    
Net increase in net assets from
capital share transactions
  $     $ 1,274,320    
Net increase (decrease) in net assets   $ (533,273 )   $ 612,651    
Net Assets Applicable to
Common Shares
 
At beginning of year   $ 319,404,421     $ 318,791,770    
At end of year   $ 318,871,148     $ 319,404,421    
Accumulated undistributed
net investment income
included in net assets
applicable to common shares
 
At end of year   $ 1,940,990     $ 1,663,124    

 

Statement of Cash Flows

Increase (Decrease) in Cash   Year Ended
June 30, 2006
 
Cash Flows From (Used For) Operating Activities —
Purchases of loan interests and corporate bonds
  $ (293,302,324 )  
Proceeds from sales and principal repayments     293,266,814    
Interest and dividends received     37,310,670    
Miscellaneous income received     16,322    
Interest paid     (5,470,994 )  
Prepaid expenses     16,165    
Operating expenses paid     (6,365,403 )  
Swap contract transactions     69,300    
Decrease in cash collateral segregated for credit default swaps     2,900,000    
Increase in unfunded commitments     730,547    
Net increase in short-term investments     (3,144,178 )  
Net cash from operating activities   $ 26,026,919    
Cash Flows From (Used For) Financing Activities —
Cash distributions paid
    (25,192,778 )  
Net cash used for financing activities   $ (25,192,778 )  
Net increase in cash   $ 834,141    
Cash at beginning of year   $ 7,177,918    
Cash at end of year   $ 8,012,059    
Reconciliation of Net Increase in
Net Assets From Operations to
Net Cash Used for Operating Activities
 
Net increase in net assets from operations   $ 20,216,164    
Distributions to preferred shareholders     4,433,211    
Increase in receivable for investments sold     (237,237 )  
Decrease in swap contract transactions     7,527    
Decrease in cash collateral segregated for credit default swaps     2,900,000    
Increase in dividends and interest receivable     (992,909 )  
Decrease in prepaid expenses     16,165    
Increase in payable to affiliate     505,679    
Increase in accrued expenses     204,683    
Increase payable for investments purchased     996,777    
Net increase in investments     (2,023,141 )  
Net cash from operating activities   $ 26,026,919    

 

See notes to financial statements

25




Eaton Vance Senior Income Trust as of June 30, 2006

FINANCIAL STATEMENTS CONT'D

Financial Highlights

Selected data for a common share outstanding during the periods stated

    Year Ended June 30,  
    2006(1)    2005(1)    2004(1)    2003(1)    2002(1)(2)   
Net asset value — Beginning of year (Common shares)   $ 8.760     $ 8.780     $ 8.500     $ 8.420     $ 8.860    
Income (loss) from operations  
Net investment income   $ 0.697     $ 0.533     $ 0.468     $ 0.569     $ 0.687    
Net realized and unrealized gain (loss)     (0.026 )     (0.029 )     0.293       0.079       (0.420 )  
Distributions to preferred shareholders from net investment income     (0.122 )     (0.068 )     (0.035 )     (0.045 )     (0.076 )  
Total income from operations   $ 0.549     $ 0.436     $ 0.726     $ 0.603     $ 0.191    
Less distributions to common shareholders  
From net investment income   $ (0.569 )   $ (0.456 )   $ (0.446 )   $ (0.523 )   $ (0.631 )  
Total distributions to common shareholders   $ (0.569 )   $ (0.456 )   $ (0.446 )   $ (0.523 )   $ (0.631 )  
Net asset value — End of year (Common shares)   $ 8.740     $ 8.760     $ 8.780     $ 8.500     $ 8.420    
Market value — End of year (Common shares)   $ 8.130     $ 8.040     $ 9.460     $ 8.920     $ 7.760    
Total Investment Return on Net Asset Value(3)      7.02 %     5.16 %     8.65 %     8.04 %     2.92 %  
Total Investment Return on Market Value(3)      8.46 %     (10.42 )%     11.59 %     23.03 %     (6.18 )%  

 

See notes to financial statements

26



Eaton Vance Senior Income Trust as of June 30, 2006

FINANCIAL STATEMENTS CONT'D

Financial Highlights

Selected data for a common share outstanding during the periods stated

    Year Ended June 30,  
    2006(1)    2005(1)    2004(1)    2003(1)    2002(1)(2)   
Ratios/Supplemental Data   
Net assets applicable to common shares, end of year (000's omitted)   $ 318,871     $ 319,404     $ 318,792     $ 306,438     $ 302,759    
Ratios (As a percentage of average net assets applicable to common shares):  
Net expenses(4)     2.16 %     2.20 %     2.17 %     2.22 %     2.28 %  
Net expenses after custodian fee reduction(4)     2.16 %     2.20 %     2.17 %     2.22 %     2.28 %  
Interest expense     1.76 %     1.02 %     0.54 %     0.72 %     0.85 %  
Total expenses(4)     3.92 %     3.22 %     2.71 %     2.94 %     3.13 %  
Net investment income(4)     7.94 %     6.06 %     5.41 %     6.92 %     8.01 %  
Portfolio Turnover     55 %     72 %     82 %     56 %     69 %  

 

  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):  
Net expenses     1.61 %     1.64 %     1.61 %     1.62 %     1.68 %  
Net expenses after custodian fee reduction     1.61 %     1.64 %     1.61 %     1.62 %     1.68 %  
Interest expense     1.31 %     0.76 %     0.40 %     0.52 %     0.63 %  
Total expenses     2.92 %     2.40 %     2.01 %     2.14 %     2.31 %  
Net investment income     5.91 %     4.51 %     4.00 %     5.05 %     5.90 %  
Senior Securities:  
Total preferred shares outstanding     4,400       4,400       4,400       4,400       4,400    
Asset coverage per preferred share(5)   $ 97,478     $ 97,601     $ 97,456     $ 94,649     $ 93,814    
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 was computed using average shares outstanding.

(2)  The Trust has adopted the provisions of the revised AICPA Audit and Accounting Guide for Investment Companies and began using the interest method to amortize premiums on fixed-income securities. The effect of this change for the year ended June 30, 2002 was to increase net investment income per share by $0.001, increase net realized and unrealized losses per share by $0.001, and increase the ratio of net investment income to average net assets attributable to common shares by less than 0.01%.

(3)  Returns are historical and are calculated by determining the percentage change in market value or net asset value with all distributions reinvested. Total return is not computed on an annualized basis.

(4)  Ratios do not reflect the effect of dividend payments to preferred shareholders. Ratios to average net assets attributable to common shares reflect the Trust's leverage capital structure from the issuance of preferred shares.

(5)  Calculated by subtracting the Trust's total liabilities (not including the preferred shares) from the Trust's total assets, and dividing this by the number of preferred shares outstanding.

(6)  Plus accumulated and unpaid dividends.

See notes to financial statements

27




Eaton Vance Senior Income Trust as of June 30, 2006

NOTES TO FINANCIAL STATEMENTS

  1  Significant Accounting Policies

Eaton Vance Senior Income Trust (the Trust) is an entity commonly known as a Massachusetts business trust and is registered under the Investment Company Act of 1940 as a 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 consistently followed by the Trust in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America.

A  Investment Valuation — The Trust's investments are primarily in interests in senior floating rate loans (Senior Loans). Certain Senior Loans are deemed to be liquid because reliable market quotations are readily available for them. Liquid Senior Loans are valued on the basis of prices furnished by a pricing service. Other Senior Loans are valued at fair value by the Trust's investment adviser, Eaton Vance Management (EVM), under procedures approved by the Trustees. In connection with determining the fair value of a Senior Loan, the investment adviser makes an assessment of the likelihood that the borrower will make a full repayment of the Senior Loan. The primary factors considered by the investment adviser when making this assessment are (i) the creditworthiness of the borrower, (ii) the value of the collateral backing the Senior Loan, and (iii) the priority of the Senior Loan versus other creditors of the borrower. If, based on its assessment, the investment adviser believes there is a reasonable likelihood that the borrower will make a full repayment of the Senior Loan, the investment adviser will determine the fair value of the Senior Loan using a matrix pricing approach that considers the yield on the Senior Loan relative to yields on other loan interests issued by companies of comparable credit quality. If, based on its assessment, the investment adviser believes there is not a reasonable likelihood that the borrower will make a full repayment of the Senior Loan, the investment adviser will determine the fair value of the Senior Loan using analyses that include, but are not limited to (i) a comparison of the value of the borrower's outstanding equity and debt to that of comparable public companies; (ii) a discounted cash flow analysis; or (iii) when the investment adviser believes it is likely that a borrower will be liquidated or sold, an analysis of the terms of such liquidation or sale. In certain cases, the investment adviser will use a combination of analytical methods to determine fair value, such as when only a portion of a borrower's assets are likely to be sold. In conducting its assessment and analyses for purposes of determining fair value of a Senior Loan, the investment adviser will use its discretion and judgment in considering and appraising such factors, data and information and the relative weight to be given thereto as it deems relevant, including without limitation, some or all of the following: (i) the fundamental characteristics of and fundamental analytical data relating to the Senior Loan, including the cost, size, current interest rate, maturity and base lending rate of the Senior Loan, the terms and conditions of the Senior Loan and any related agreements, and the position of the Senior Loan in the Borrower's debt structure; (ii) the nature, adequacy and value of the collateral securing the Senior Loan, including the Trust's rights, remedies and interests with respect to the collateral; (iii) the creditworthiness of the Borrower, based on an evaluation of, among other things, its financial condition, financial statements and information about the Borrower's business, cash flows, capital structure and future prospects; (iv) information relating to the market for the Senior Loan, including price quotations for and trading in the Senior Loan and interests in similar Senior Loans and the market environment and investor attitudes towards the Senior Loan and interests in similar Senior Loans; (v) the experience, reputation, stability and financial condition of the agent and any intermediate participants in the Senior Loan; and (vi) general economic and market conditions affecting the fair value of the Senior Loan. Fair value determinations are made by the portfolio managers of a Trust based on information available to such managers. The portfolio managers of other trusts managed by Eaton Vance that invest in Senior Loans may not possess the same information about a Senior Loan borrower as the portfolio managers of Senior Income Trust. At times, the fair value of a Senior Loan determined by the portfolio managers of other trusts managed by Eaton Vance that invest in Senior Loans may vary from the fair value of the same Senior Loan determined by the portfolio managers of Senior Income 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 (other than short-term obligations maturing in sixty days or less), including listed securities and securities for which price quotations are available and forward contracts, will normally be valued on the basis of market valuations furnished by dealers or pricing services. Financial futures contracts and options thereon listed on commodity exchanges are valued at closing settlement prices. Over-the-counter options are valued at the mean between the bid and asked prices provided by dealers. Marketable securities listed on the NASDAQ

28



Eaton Vance Senior Income Trust as of June 30, 2006

NOTES TO FINANCIAL STATEMENTS CONT'D

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

B  Income — Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or 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.

C  Federal Taxes — The Trust's policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders, each year, 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, 2006, the Trust, for federal income tax purposes, had a capital loss carryover of $47,969,408, which will expire on June 30, 2009 ($18,843), June 30, 2010 ($27,557,475), June 30, 2011 ($13,711,847) and June 30, 2012 ($6,681,243). These amounts will reduce the Trust's taxable income arising from future net realized gain on investments, if any, to the extent permitted by the Internal Revenue Code and thus will reduce the amount of the distributions to shareholders which would otherwise be necessary to relieve the Trust of any liability for federal income or excise tax.

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

E  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. These commitments are disclosed in the accompanying Portfolio of Investments.

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

G  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.

H  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.

29



Eaton Vance Senior Income Trust as of June 30, 2006

NOTES TO FINANCIAL STATEMENTS CONT'D

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

  2  Auction Preferred Shares (APS)

The Trust issued 2,200 shares of APS Series A and 2,200 shares of APS Series B on June 27, 2001 in a public offering. The underwriting discount and other offering costs were recorded as a reduction to paid-in capital. Dividends on the APS, which accrue daily, are paid cumulatively at a rate which was established at the offering of the APS and have been reset every 7 days thereafter by an auction. Dividend rates ranged from 2.70% to 4.89% for Series A and 2.75% to 4.85% for Series B, during the year ended June 30, 2006. Series A and Series B are identical in all respects except for the dates of reset for the dividend rates.

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 shall 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 Investment Company Act of 1940. The Trust pays annual fees equivalent to 0.25% of the preferred shares' liquidation value for the remarketing efforts associated with the preferred auctions.

  3  Distributions to Shareholders

The Trust intends to make monthly distributions to common shareholders of net investment income, after payment of any dividends on any outstanding APS. Distributions are recorded on the ex-dividend date. Distributions to preferred shareholders are recorded daily and are payable at the end of each dividend period. Each dividend payment period for the APS is generally seven days. The applicable dividend rate for the APS on June 30, 2006 was 4.89% and 4.80%, for Series A and Series B shares, respectively. For the year ended June 30, 2006, the Trust paid dividends to APS shareholders amounting to $2,223,475 and $2,209,736 for Series A and Series B shares, respectively, representing an average APS dividend rate for such period of 3.99% and 3.98%, respectively.

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. These differences relate primarily to the differences between book and tax accounting for swaps.

The tax character of distributions paid for the years ended June 30, 2006 and June 30, 2005 were as follows:

    Year Ended June 30,  
    2006   2005  
Distributions declared from:  
Ordinary income:   $ 25,182,648     $ 19,096,925    

 

During the year ended June 30, 2006, accumulated undistributed net investment income was increased by $48,071 and accumulated net realized loss was increased by $48,071 due to differences between book and tax accounting for investment transactions. This change had no effect on net assets or the net asset value per share.

At June 30, 2006, the components of distributable earnings (accumulated losses) on a tax basis were as follows:

Undistributed income   $ 1,940,990    
Unrealized gain   $ 3,132,094    
Capital loss carryforwards   $ (47,969,408 )  

 

  4  Common Shares of Beneficial Interest

The Agreement and Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional $0.01 par value common shares of beneficial interest. Transactions in common shares were as follows:

    Year Ended June 30,  
    2006   2005  
Issued to shareholders electing to receive
payments of distributions in Fund shares
          143,404    
Net increase           143,404    

 

30



Eaton Vance Senior Income Trust as of June 30, 2006

NOTES TO FINANCIAL STATEMENTS CONT'D

  5  Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee, computed at a monthly rate of 17/240 of 1% (0.85% annually) of the Trust's average weekly gross assets, was earned by EVM as compensation for management and investment advisory services rendered to the Trust. For the year ended June 30, 2006, the fee was equivalent to 0.85% of the Trust's average weekly gross assets and amounted to $4,676,759. 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 such investment adviser fee. EVM also serves as the administrator of the Trust. An administration fee, computed at the monthly rate of 1/48 of 1% (0.25% annually) of the average weekly gross assets of the Trust, is paid to EVM for managing and administering the Trust's business affairs. For the year ended June 30, 2006, the fee was equivalent to 0.25% of the Trust's average weekly gross assets for such period and amounted to $1,375,185.

Certain officers and Trustees of the Trust are officers of the above organization.

  6  Investment Transactions

The Trust invests primarily in Senior Loans. The ability of the issuers of the Senior Loans held by the Trust to meet their obligations may be affected by economic developments in a specific industry. The cost of purchases and the proceeds from principal repayments and sales of Senior Loans, corporate bonds and equities aggregated $294,299,101 and $293,504,051 respectively, for the year ended June 30, 2006.

  7  Short-Term Debt and Credit Agreements

The Trust has entered into a revolving credit agreement that will allow the Trust to borrow $120 million to support the issuance of commercial paper and to permit the Trust to invest in accordance with its investment practices. Interest is charged under the revolving credit agreement at the bank's base rate or at an amount above either the bank's adjusted certificate of deposit rate or federal funds effective rate. Interest expense includes commercial paper program fees of approximately $363,000 and a commitment fee of approximately $181,000 which is computed at the annual rate of 0.15% on the unused portion of the revolving credit agreement. As of June 30, 2006, the Trust had commercial paper outstanding of $120,000,000, at an interest rate of 5.19% and is reflected in the demand note payable on the Statement of Assets and Liabilities. Maximum and average borrowings for the year ended June 30, 2006 were $120,000,000 and $120,000,000, respectively, and the average interest rate was 4.23%.

  8  Financial Instruments

The Trust may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities and to assist in managing exposure to various market risks. These financial instruments include written options, financial futures contracts, 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, 2006 is as follows:

Credit Default Swaps  
Notional
Amount
  Expiration
Date
  Description   Net Unrealized
Appreciation
 
$ 1,000,000     9/20/2008   Agreement with Credit Suisse/First Boston dated 2/6/2004 whereby the Trust will receive 2.45% per year
times the notional amount. The Trust makes a payment only upon a default event on underlying loan assets
(7 in total, each representing 14.29% of the notional value of the swap).
  $ 12,761    
$ 1,500,000     3/20/2010   Agreement with Lehman Brothers dated 3/15/2005 whereby the Trust will receive 2.20% per year times
the notional amount. The Trust makes a payment of the notional amount only upon a default event on the
reference entity, a Revolving Credit Agreement issued by Inergy, L.P.
    1,320    

 

At June 30, 2006, the Trust had sufficient cash and/or securities to cover potential obligations arising from open swap contracts.

31



Eaton Vance Senior Income Trust as of June 30, 2006

NOTES TO FINANCIAL STATEMENTS CONT'D

  9  Federal Income Tax Basis of Unrealized Appreciation (Depreciation)

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

Aggregate cost   $ 536,176,329    
Gross unrealized appreciation   $ 4,666,469    
Gross unrealized depreciation     (1,548,456 )  
Net unrealized appreciation   $ 3,118,013    

 

Unrealized appreciation on swap contracts was $14,081.

  10  Restricted Securities

At June 30, 2006, the Trust owned the following securities (representing less than 0.1% 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/Face   Cost   Fair Value  
Common Stocks                  
Environmental
Systems Products
  10/24/00     2,992     $ 0     $ 85,900    
    $ 0     $ 85,900    
Preferred Stocks  
Hayes Lemmerz
International, Series A
  6/04/03     35     $ 1,750     $ 479    
Key Plastics, LLC, Series A   4/26/01     15       15,000       14,415    
    $ 16,750     $ 14,894    
    $ 16,750     $ 100,794    

 

  11  Recently Issued Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, ("FIN 48") "Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109". FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, "Accounting for Income Taxes." This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Trust is currently evaluating the impact of applying the various provisions of FIN 48.

32




Eaton Vance Senior Income Trust as of June 30, 2006

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, 2006, 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, 2006 by correspondence with the custodian, broker, 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, 2006, 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 21, 2006

33




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, PFPC Inc. 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 inquires regarding the Plan can be directed to the Plan Agent, PFPC Inc. at 1-800-331-1710.

34



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 DIVIDENDS AND 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 PFPC Inc.
P.O. Box 43027
Providence, RI 02940-3027
800-331-1710

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, 2006, our records indicate that there were 232 registered shareholders for and approximately 14,173 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.

35



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 March 27, 2006, 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 Special Committee of the Board, which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Special Committee reviewed information furnished for a series of meetings of the Special Committee held in February and March 2006. 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 managed by it;

Information about Portfolio Management

•  Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed;

•  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;

•  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.

In addition to the information identified above, the Special 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 March 31, 2006, the Board met nine times and the Special Committee, the Audit Committee and the Governance Committee, each of

36



Eaton Vance Senior Income Trust

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

which is a Committee comprised solely of Independent Trustees, met eight, twelve 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.

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 Special Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Special 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 Special 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 Special 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 Special Committee recommended to the Board approval of the agreement. The Board accepted the recommendation of the Special Committee as well as the factors considered and conclusions reached by the Special Committee with respect to the agreement. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve continuation of the 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 29 bank loan investment professionals and other personnel who provide services to the Fund, including four portfolio managers and 15 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 and the National Association of Securities Dealers.

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 respective investment advisory agreements.

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, 2005 for the Fund. The Board noted that the Fund's performance relative to its peers is affected by management's focus on preserving capital as an investment objective of the Fund. The Board concluded that the performance of the Fund is satisfactory.

37



Eaton Vance Senior Income Trust

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

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates, including administrative fees, 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, 2005, 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 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. 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.

38




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. 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                          
James B. Hawkes
11/9/41
  Trustee and President   Until 2008.
3 years. Trustee
since 1998.
  Chairman and Chief Executive Officer of EVC, BMR, EVM and EV; Director of EV; Vice President and Director of EVD. Trustee and/or officer of 166 registered investment companies in the Eaton Vance Fund Complex. Mr. Hawkes is an interested person because of his positions with BMR, EVM, EVC and EV, which are affiliates of the Trust.     166     Director of EVC  
Noninterested Trustee(s)                          
Benjamin C. Esty
1/2/63
  Trustee   Until 2008.
3 years. Trustee
since 2005.
  Roy and Elizabeth Simmons Professor of Business Administration, Harvard University Graduate School of Business Administration (since 2003). Formerly, Associate Professor, Harvard University Graduate School of Business Administration (2000-2003).     166     None  
Samuel L. Hayes, III
2/23/35
  Trustee and Chairman of
the Board
  Until 2006.
3 years. Trustee since 1998 and Chairman
of the Board
since 2005.
  Jacob H. Schiff Professor of Investment Banking Emeritus, Harvard University Graduate School of Business Administration. Director of Yakima Products, Inc. (manufacturer of automotive accessories) (since 2001) and Director of Telect, Inc. (telecommunications services company).     166     Director of Tiffany & Co. (specialty retailer)  
William H. Park
9/19/47
  Trustee   Until 2007.
3 years. Trustee
since 2003.
  Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (since 2005). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (a holding company owning institutional investment management firms) (1982-2001).     166     None  
Ronald A. Pearlman
7/10/40
  Trustee   Until 2008.
3 years. Trustee
since 2003.
  Professor of Law, Georgetown University Law Center.     166     None  

 

39



Eaton Vance Senior Income Trust

MANAGEMENT AND ORGANIZATION CONT'D

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  
Noninterested Trustee(s) (continued)                          
Norton H. Reamer 9/21/35   Trustee   Until 2006.
3 years. Trustee
since 1998.
  President, Chief Executive Officer and a Director of Asset Management Finance Corp. (a specialty finance company serving the investment management industry) (since October 2003). President, Unicorn Corporation (an investment and financial advisory services company) (since September 2000). Formerly, Chairman and Chief Operating Officer, Hellman, Jordan Management Co., Inc. (an investment management company) (2000-2003). Formerly, Advisory Director of Berkshire Capital Corporation (investment banking firm) (2002-2003).     166     None  
Lynn A. Stout
9/14/57
  Trustee   Until 2007.
3 years. Trustee
since 1999.
  Professor of Law, University of California at Los Angeles School of Law (since July 2001). Formerly, Professor of Law, Georgetown University Law Center.     166     None  
Ralph F. Verni 1/26/43   Trustee   Until 2008,
3 years. Trustee
since 2005.
  Consultant and private investor.     166     None  
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
 
Scott H. Page
11/30/59
  Vice President   Since 1998   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 companies managed by EVM or BMR.  
Payson F. Swaffield 8/13/56   Vice President   Since 1998   Vice President of EVM and BMR. Officer of 14 registered investment companies managed by EVM or BMR.  
Michael W. Weilheimer
2/11/61
  Vice President   Since 1998   Vice President of EVM and BMR. Officer of 9 registered investment companies managed by EVM or BMR.  
Barbara E. Campbell 6/19/57   Treasurer   Since 2005(2)   Vice President of BMR, EVM and EVD. Officer of 166 registered investment companies managed by EVM or BMR.  
Alan R. Dynner 10/10/40   Secretary   Since 1998   Vice President. Secretary and Chief Legal Officer of BMR, EVM, EVD, EV and EVC. Officer of 166 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 166 registered investment companies managed by EVM or BMR.  

 

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

(2)  Prior to 2005, Ms. Campbell served as Assistant Treasurer of the Trust since 1998.

In accordance with Section 303A.12 (a) of the New York Stock Exchange Listed Company Manual, the Fund's Annual CEO Certification certifying as to compliance with NYSE's Corporate Governance Listing Standards was submitted to the Exchange on October 27, 2005.

40



Eaton Vance Senior Income Trust

NOTICE TO SHAREHOLDERS

In approximately 60 days, Eaton Vance Senior Income Trust (the "Trust") intends to implement certain investment policy changes recently approved by the Trust's Board of Trustees. Specifically, the Board recently authorized the Trust to invest in foreign senior floating-rate loans ("Senior Loans") denominated in euros, British pounds, Swiss francs, and Canadian dollars (each an "Authorized Foreign Currency").

As a general matter, the Trust currently has the authority to invest its net assets in U.S. dollar denominated foreign Senior Loans. Under the new policy, the Trust may also invest up to 15% of its net assets in foreign Senior Loans denominated in an Authorized Foreign Currency. For all foreign Senior Loan investments denominated in an Authorized Foreign Currency, Eaton Vance currently intends to hedge against foreign currency fluctuations through the use of currency exchange contracts and other appropriate permitted hedging strategies.

The foregoing policy changes provide a number of important benefits to the Trust. Allowing the Trust to invest in foreign Senior Loans denominated in an Authorized Foreign Currency increases the Trust's investment universe, opens up new investment markets with similar risk/return characteristics, and allows for greater overall portfolio diversity.

In short, Eaton Vance Management believes allowing the Trust to invest in foreign Senior Loans denominated in an Authorized Foreign Currency provides significant benefits without materially increasing the Trust's overall risk profile.

To fully implement the foregoing policy changes, the Trust must also modify its current "80% policy," which requires the Trust to invest at least 80% of its total assets in interests in Senior Loans of domestic or foreign borrowers (so long as foreign loans are U.S. dollar-denominated and payments of interest and repayments of principal are required to be made in U.S. dollars). This policy may only be changed upon 60 days advance notice to shareholders. Accordingly, on or around November 1, 2006, the 80% policy will be changed to include, in addition to U.S. dollar denominated foreign Senior Loans, foreign Senior Loans denominated in an Authorized Foreign Currency making payments in such Authorized Foreign Currency.

41



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

The Eaton Vance Building
255 State Street
Boston, MA 02109

Custodian
Investors Bank & Trust Company

200 Clarendon Street
Boston, MA 02116

Transfer Agent
PFPC Inc.

Attn: Eaton Vance Funds
P.O. Box 43027
Providence, RI 02940-3027
1-800-262-1122

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



171-8/06  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, Samuel L. Hayes, III and Norton H. Reamer, each an independent trustee, as its audit committee financial experts.  Mr. Park is a certified public accountant who is the Vice Chairman of Commercial Industrial Finance Corp (specialty financial company). Previously he served as President and Chief Executive Officer of Prizm Capital Management, LLC (investment management firm) and as Executive Vice President and Chief Financial Officer of United Asset Management Corporation (“UAM”) (a holding company owning institutional investment management firms).  Mr. Hayes is the Jacob H. Schiff Professor of Investment Banking Emeritus of the Harvard University Graduate School of Business Administration.  Mr. Reamer is the President, Chief Executive Officer and a Director of Asset Management Finance Corp. (a specialty finance company serving the investment management industry) and is President of Unicorn Corporation (an investment and financial advisory services company).  Formerly, Mr. Reamer was Chairman of Hellman, Jordan Management Co., Inc. (an investment management company) and Advisory Director of Berkshire Capital Corporation (an investment banking firm), Chairman of the Board of UAM and Chairman, President and Director of the UAM Funds (mutual funds).

 

Item 4. Principal Accountant Fees and Services

 

(a)-(d)

 

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

 

Eaton Vance Senior Income Trust

 

Fiscal Years Ended

 

06/30/05

 

06/30/06

 

 

 

 

 

 

 

Audit Fees

 

$

86,935

 

$

52,950

 

 

 

 

 

 

 

Audit-Related Fees(1)

 

$

3,640

 

$

21,000

 

 

 

 

 

 

 

Tax Fees(2)

 

$

6,410

 

$

8,100

 

 

 

 

 

 

 

All Other Fees(3)

 

$

0

 

$

0

 

 

 

 

 

 

 

Total

 

$

96,985

 

$

82,050

 

 


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

 

(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 registrants fiscal year ended June 30, 2005 and the fiscal year ended June 30, 2006; and (ii) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to the Eaton Vance organization by the registrant’s principal accountant for the same time periods.

 

Fiscal Years Ended

 

06/30/05

 

06/30/06

 

 

 

 

 

 

 

Registrant

 

$

10,050

 

$

29,100

 

 

 

 

 

 

 

Eaton Vance(1)

 

$

305,643

 

$

35,600

 

 

 

 

 

 

 

Total

 

$

315,693

 

$

64,700

 

 


(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.  Norton H. Reamer (Chair), Samuel L. Hayes, III, William H. Park, Lynn A. Stout 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.  The investment adviser will generally support company management on proposals relating to environmental and social policy issues, on matters regarding the state of organization of the company and routine matters related to corporate administration which are not expected to have a significant economic impact on the company or its shareholders.  On all other matters, the investment adviser will review each matter on a case-by-case basis and reserves the right to deviate from the Policies’ guidelines when it believes the situation warrants such a deviation.  The Policies include voting guidelines for matters relating to, among other things, the election of directors, approval of independent auditors, executive compensation, corporate structure and anti-takeover defenses.  The investment adviser may abstain from voting from time to time where it determines that the costs associated with voting a proxy outweighs the benefits derived from exercising the right to vote.

 

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

 

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

 



 

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

 

Senior Income Fund

 

Scott H. Page, John Redding, Payson F. Swaffield and other Eaton Vance Management (“EVM”) investment professionals comprise the investment team responsible for the overall management of the Fund’s investments as well as allocations of the Fund’s assets between common and preferred stocks.  Messrs. Page, Redding and Swaffield 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 co-head of Eaton Vance’s Senior Loan Group.  Mr. Swaffield has been an Eaton Vance portfolio manager since 1996 and is a Vice President of EVM and BMR.  Along with Mr. Page, he is co-head of Eaton Vance’s Senior Loan Group.  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

 

13

 

$

14,427.6

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

6

 

$

3,871.6

 

5

 

$

1,769.5

 

Other Accounts

 

3

 

$

2,253.1

 

0

 

$

0

 

 

 

 

 

 

 

 

 

 

 

John P. Redding

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

1

 

$

438.9

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

4

 

$

1,242.1

 

4

 

$

1,242.1

 

Other Accounts

 

0

 

$

0

 

0

 

$

0

 

 

 

 

 

 

 

 

 

 

 

Payson F. Swaffield

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

13

 

$

14,427.6

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

6

 

$

3,871.6

 

5

 

$

1,769.5

 

Other Accounts

 

3

 

$

2,253.1

 

0

 

$

0

 

 



 


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

 

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

 

Portfolio Manager

 

Dollar Range of
Equity Securities
Owned in the Fund

 

Scott H. Page

 

$100,001 - $500,000

 

John P. Redding

 

$50,001 - $100,000

 

Payson F. Swaffield

 

None

 

 

Potential for Conflicts of Interest.  The portfolio managers manage multiple investment portfolios.  Conflicts of interest may arise between a portfolio manager’s management of the Fund and his or her management of these other investment portfolios. Potential areas of conflict may include allocation of a portfolio manager’s time, investment opportunities and trades among investment portfolios, including the Fund, personal securities transactions and use of Fund portfolio holdings information.   In addition, some investment portfolios may compensate the investment adviser or sub-adviser based on the performance of the securities held by that account. The existence of such a performance based fee may create additional conflicts of interest for a portfolio manager in the allocation of management time and investment opportunities.  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/James B. Hawkes

 

 

James B. Hawkes

 

President

 

 

 

 

Date:

August 22, 2006

 

 

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

 

 

 

 

By:

/s/James B. Hawkes

 

 

James B. Hawkes

 

President

 

 

 

 

Date:

August 22, 2006

 

 

 

 

By:

/s/Barbara E. Campbell

 

 

Barbara E. Campbell

 

Treasurer

 

 

 

 

Date:

August 22, 2006