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.

EV Classic Senior Floating-Rate Fund as of November 30, 2006

MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE

Performance for the Past Year

· EV Classic Senior Floating-Rate Fund (the "Fund") had a total return of 5.76% during the year ended November 30, 2006.(1) This return resulted from a decrease in net asset value per share (NAV) to $9.36 on November 30, 2006, from $9.37 on November 30, 2005, and the reinvestment of all distributions.

· The Fund distributed $0.536 in income dividends during the year ended November 30, 2006. Based on a $9.36 NAV on November 30, 2006, the Fund had a distribution rate of 6.30%.(2) The Fund's SEC 30-day yield at November 30, 2006, was 6.30%.(3)

· For comparison, the Fund's benchmark - the S&P/LSTA Leveraged Loan Index - an unmanaged loan market index - had a total return of 6.57% for the year ended November 30, 2006.(4)

Investment Environment

· The loan market enjoyed relatively stable fundamentals during the fiscal year, with default rates remaining low by historical standards. Technical factors came more into balance, as record new issuance from strong merger and acquisition activity met robust investor demand. Loan credit spreads stabilized during the fiscal year, after a period during which they had narrowed.

· The Federal Reserve raised its Federal Funds rate - a key short-term interest rate benchmark - by 25 basis points (0.25%) on five occasions during the fiscal year ended November 30, 2006. The London Inter-Bank Offered Rate (LIBOR) - the benchmark over which loan interest rates are typically set - rose in lockstep with those actions, increasing the Fund's total return.

The Portfolio's Investments

· Senior Debt Portfolio's investments included 485 borrowers at November 30, 2006, with an average loan size of 0.20% of total investments, and no industry constituting more than 8.0% of total investments. Chemicals/plastics, building and development (including manufacturers of building products and companies that manage/own apartments, shopping malls and commercial office buildings, among others), health care, cable/satellite television and business equipment/services and were the Portfolio's largest industry weightings.*

· Senior Debt Portfolio had an 11.5% exposure in European loans at November 30, 2006. European loan issuance has grown significantly in 2006 and now represents a significant portion of the global loan market. European loans increased the Portfolio's investment universe, presenting further opportunities for diversification. In addition, because European spreads were slightly wider than the U.S.market, European exposure provided selected opportunities for yield enhancement. All of the Portfolio's foreign loans were either dollar-denominated or hedged to help protect against foreign currency risk.

*Holdings and industry weightings are subject to change due to active management.

(1) Total return at net asset value does not reflect applicable early withdrawal charge (EWC). If EWC was included, return would be lower. Absent a fee waiver by the investment adviser, the returns would be lower. (2) The Fund's distribution rate represents actual distributions paid to shareholders and is calculated daily by dividing the last distribution per share (annualized) by the net asset value. (3) The Fund's SEC yield is calculated by dividing the net investment income per share for the 30-day period by the net asset value at the end of the period and annualizing the result. Yield will vary. (4) It is not possible to invest directly in an Index. The Index's total return reflects changes in the value of the loans constituting the Index and accrual of interest and does not reflect the commissions or expenses that would have been incurred if an investor individually purchased or sold the loans represented in the Index.

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

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. For performance as of the most recent month end, please refer to www.eatonvance.com.

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

EV C1assic Senior F1oating-Rate Fund as of November 30, 2006

PERFORMANCE

The line graph and table set forth below provide information about the Fund's performance. The line graph compares the performance of the Fund with that of the S&P/LSTA Leveraged Loan Index, an unmanaged loan market index. The lines on the graph represent the total returns of a hypothetical investment of $10,000 in the Fund and in the S&P/LSTA Leveraged Loan Index. The table includes the total return of the Fund at net asset value and public offering price. The performance presented below does not reflect the deduction of taxes, if any, that a shareholder would pay on distributions or the repurchase of Fund shares.

Performance(1) As of 11/30/06

Average Annual Total Returns (at net asset value)
One year	5.76	%
Five years	4.53
Ten years	4.80

SEC Average Annual Total Returns (including applicable EWC)
One year	4.76	%
Five years	4.53
Ten years	4.80

(1) Average Annual Total Returns at net asset value do not include the applicable early withdrawal charge (EWC). If EWC was included, returns would be lower. SEC Average Annual Total Returns reflect 1% EWC within the first year.

Fund Allocations(2)

(2) Reflects the Fund's investments in Senior Debt Portfolio as of November 30, 2006. Allocations are shown as a percentage of the Portfolio's total investments. Fund Allocations may not be representative of current or future investments and are subject to change due to active management.

Comparison of Change in Value of a $10,000 Investment in EV Classic Senior Floating-Rate Fund vs. the S&P/LSTA Leveraged Loan Index*

November 30, 1996 - November 30, 2006

* Sources: Standard & Poor's; Thomson Financial Fund operations commenced on 2/24/95.

It is not possible to invest directly in an Index. The Index's total return does not reflect the expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index.

Diversification by Industries(3)

Chemicals & Plastics	7.5	%
Building & Development	7.1
Health Care	5.9
Cable & Satellite Television	5.8
Business Equip. & Services	5.7
Publishing	5.1
Leisure Goods/Activities/Movies	4.8
Radio & Television	4.3
Automotive	4.3
Lodging & Casinos	3.8
Telecommunications	3.6
Containers & Glass Products	3.5
Conglomerates	3.0
Retailers (Except Food & Drug)	2.9
Electronics/Electrical	2.8
Financial Intermediaries	2.5
Oil & Gas	2.2
Food Products	2.2
Utilities	2.1
Forest Products	2.1	%
Nonferrous Metals/Minerals	2.0
Aerospace & Defense	1.7
Food Service	1.7
Home Furnishings	1.3
Food/Drug Retailers	1.3
Industrial Equipment	1.2
Equipment Leasing	1.2
Ecological Services & Equip.	1.1
Air Transport	1.0
Insurance	0.9
Beverage & Tobacco	0.8
Rail Industries	0.6
Clothing/Textiles	0.5
Surface Transport	0.5
Drugs	0.5
Cosmetics/Toiletries	0.3
Farming/Agriculture	0.2
Steel	0.1

(3) Reflects the Fund's investments in Senior Debt Portfolio as of November 30, 2006. Industries are shown as a percentage of the Portfolio's total investments. Statistics may not be representative of current or future investments and are subject to change due to active management.

⁽¹⁾ Net investment income per share was computed using average shares outstanding.

⁽³⁾ The per share amount is not in accord with the net realized and unrealized gain (loss) on investments for the period because of the timing of sales of Fund shares and the amount of the per share realized and unrealized gains and losses at such time.

⁽⁴⁾ Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested. Total return is not computed on an annualized basis.

EV Classic Senior Floating-Rate Fund (the Fund) was formed under a Declaration of Trust dated August 5, 1993, amended and restated December 7, 1994. The Fund is an entity of the type commonly known as a Massachusetts business trust and is registered under the Investment Company Act of 1940 (the 1940 Act), as amended, as a closed-end management investment company. The Fund invests all of its investable assets in interests in the Senior Debt Portfolio (the Portfolio), a New York Trust, having the same investment objective as the Fund. The value of the Fund's investment in the Portfolio reflects the Fund's proportionate interest in the net assets of the Portfolio (40.4% at November 30, 2006). The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, including the portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund's financial statements.

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

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

B Income - The Fund's net investment income or loss consists of the Fund's pro rata share of the net investment income or loss of the Portfolio, less all actual and accrued expenses of the Fund.

C Federal Taxes - The Fund'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 November 30, 2006, the Fund, for federal income tax purposes had a capital loss carryover of $297,053,221 which will expire on November 30, 2007 ($5,418,642), November 30, 2008 ($45,203,262), November 30, 2009 ($110,719,790), November 30, 2010 ($70,600,524), November 30, 2011 ($64,348,001) and November 30, 2013 ($763,002). These amounts will reduce 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 Fund of any liability for federal income or excise tax.

D 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.

E Indemnifications - Under the Fund'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 Fund, and shareholders are indemnified against personal liability for the obligations of the Fund. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

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

G Other - Investment transactions are accounted for on the date the securities are purchased or sold. Dividends to shareholders are recorded on the ex-dividend date.

The net investment income of the Fund is determined daily, and substantially all of the net investment income so determined is declared daily as a dividend to shareholders of record at the time of declaration. Such daily dividends will be paid monthly. Distributions of realized capital gains, if any, are made at least annually. Shareholders may reinvest capital gain distributions in additional shares of the Fund at the net asset value as of the ex-dividend date. Distributions are paid in the form of additional shares or, at the election of the shareholder, in cash. The Fund 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 are primarily related to foreign currency transactions and tax accounting straddles.

The tax character of the distributions declared for the years ended November 30, 2006 and November 30, 2005 was as follows:

During the year ended November 30, 2006, accumulated undistributed net investment income was increased by $1,193,138, accumulated net realized loss was decreased by $7,167,013 and paid-in-capital was decreased by $8,360,151 due to differences in book and tax accounting for mixed straddles swap contracts and foreign currency transactions. This change had no effect on net asset or net asset value per share.

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

The Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value). The Fund operates as an interval fund, meaning that it continuously accepts new shareholder investments but permits share repurchases (of at least 5% and up to 25% or more of its shares) at net asset value only once a quarter. It is a fundamental policy of the Fund (which may only be changed by shareholder vote) that the Fund will conduct repurchase offers ending on a date (fixed by the Trustees) in the months of March, June, September and December and the repurchase price will be determined no more than 14 days following the repurchase request deadline. Payment for all shares repurchased pursuant to these offers normally will be made no later than 7 days after the repurchase pricing date. Shareholders will be sent notification of each repurchase offer at least 21 days prior to the repurchase request deadline. An early withdrawal charge will be imposed on most shares accepted for repurchase which have been held less than one year (see Note 6). During the years ended November 30, 2006, and November 30, 2005, the Fund made four repurchase offers in each Fiscal year as follows:

Eaton Vance Management (EVM) serves as the Administrator of the Fund. EVM has agreed to waive its administration fee as long as the distribution fee (Note 5) is being paid by the Fund. The Portfolio has engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. (See Note 2 of the Portfolio's Notes to Financial Statements which are included

elsewhere in this report.) Except as to Trustees of the Fund and the Portfolio who are not members of EVM's or BMR's organization, officers and Trustees receive remuneration for their services to the Fund out of such investment adviser fee. For the year ended November 30, 2006, EVM received $58,585 in sub-transfer agent fees.

Certain officers and Trustees of the Fund and of the Portfolio are officers of the above organizations.

The Fund has in effect a service plan (the Plan) designed to meet the requirements of the sales charge rule of the National Association of Securities Dealers, Inc. as if such rule were applicable. The Plan provides that the Fund may make service fee payments to the Principal Underwriter, Eaton Vance Distributors, Inc. (EVD), a subsidiary of EVM, investment dealers or other persons in amounts not exceeding 0.25% annually of the Fund's average daily net assets for any fiscal year. The Fund currently makes service fee payments for personal services and/or the maintenance of shareholder accounts to the Principal Underwriter, investment dealers and other persons in amounts not exceeding 0.15% annually of the Fund's average daily net assets for each fiscal year. The Fund paid or accrued service fees to or payable to EVD for the year ended November 30, 2006 in the amount of $1,699,238. Service fee payments are made for personal services and/or the maintenance of shareholder accounts.

The Fund has in effect a distribution plan (the Plan) that allows the Fund to pay distribution fees for the sale and distribution of shares. The Plan requires the Fund to pay EVD an amount equal to 0.70% of the Fund's average daily net assets, for providing ongoing distribution services and facilities to the Fund. For the year ended November 30, 2006 the distribution fees amounted to $7,929,776.

EVD compensates investment dealers at a rate of 0.75% of the purchase price of shares purchased through such dealers consisting of 0.60% of sales commissions and 0.15% service fee (for the first year's service). EVD also pays additional compensation to each dealer equal to 0.60% per annum of the value of Fund shares sold by such dealer that are outstanding for more than one year. A 1% early withdrawal charge (EWC) to recover distribution costs will be charged to repurchasing shareholders and paid to EVD in connection with most shares held for less than one year which are accepted for repurchase. The EWC is based on the lower of the net asset value at the time of purchase or at the time of repurchase. Shares acquired through the reinvestment of distributions are exempt from the EWC. Redemptions are made first from shares that are not subject to an EWC. The total early withdrawal charges received by EVD for the year ended November 30, 2006 amounted to approximately $71,635.

Increases and decreases in the Fund's investment in the Portfolio for the year ended November 30, 2006 aggregated $59,916,514 and $294,966,682, respectively.

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. Management is currently evaluating the impact of applying the various provisions of FIN 48.

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

We have audited the accompanying statement of assets and liabilities of EV Classic Senior Floating-Rate Fund (the "Fund") as of November 30, 2006, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the four years in the period then ended and the period from January 1, 2002 to November 30, 2002, and the year ended December 31, 2001. These financial statements and financial highlights are the responsibility of the Fund'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 standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund 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 Fund'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. 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 the Eaton Vance Classic Senior Floating-Rate Fund as of November 30, 2006, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for the respective stated periods in conformity with accounting principles generally accepted in the United States of America.

The Form 1099-DIV you receive in January 2007 will show the tax status of all distributions paid to your account in calendar 2006. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund.

⁽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.

⁽³⁾ Defaulted security. Currently the issuer is in default with respect to interest payments.

⁽⁴⁾ Security valued at fair value using methods determined in good faith by or at the direction of the Trustees.

⁽⁵⁾ Defaulted Security. The issuer is in liquidation mode subject to litigation proceeds.

⁽⁶⁾ Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in transactions exempt from registration, normally to qualified institutional buyers. At November 30, 2006, the aggregate value of the securities is $8,992,941 or 0.3% of the Portfolio's net assets.

⁽⁹⁾ Affiliated investment that holds high quality U.S. money market instruments, and that is available to Eaton Vance Portfolios and funds. The rate shown is the annualized seven-day yield as of November 30, 2006.

Senior Debt Portfolio (the Portfolio) is registered under the Investment Company Act of 1940 (the 1940 Act) as a closed-end investment company which was organized as a trust under the laws of the State of New York on May 1, 1992. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At November 30, 2006, the Eaton Vance Prime Rate Reserves, Eaton Vance Advisers Senior Floating-Rate Fund, EV Classic Senior Floating-Rate Fund, Eaton Vance Medallion Senior Floating-Rate Fund, and Eaton Vance Institutional Senior Floating-Rate Fund (collectively, the Funds) held approximate 48.3%, 2.4%, 40.4%, 6.8% and 2.1% interests in the Portfolio, respectively.

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

A Investment Valuation - The Portfolio's valuation policies are as follows: Certain Senior Loans are deemed to be liquid because reliable market quotations are readily available for them. Liquid Senior Loans are valued on the basis of prices furnished by a pricing service. Other Senior Loans are valued at fair value by the Portfolio's investment adviser, Boston Management and Research (BMR), under procedures approved by the Trustees. In connection with determining the fair value of a Senior Loan, the investment adviser makes an assessment of the likelihood that the borrower will make a full repayment of the Senior Loan. The primary factors considered by the investment adviser when making this assessment are (i) the creditworthiness of the borrower, (ii) the value of the collateral backing the Senior Loan, and (iii) the priority of the Senior Loan versus other creditors of the borrower. If, based on its assessment, the investment adviser believes there is a reasonable likelihood that the borrower will make a full repayment of the Senior Loan, the investment adviser will determine the fair value of the Senior Loan using a matrix pricing approach that considers the yield on the Senior Loan relative to yields on other loan interests issued by companies of comparable credit quality. If, based on its assessment, the investment adviser believes there is not a reasonable likelihood that the borrower will make a full repayment of the Senior Loan, the investment adviser will determine the fair value of the Senior Loan using analyses that include, but are not limited to (i) a comparison of the value of the borrower's outstanding equity and debt to that of comparable public companies; (ii) a discounted cash flow analysis; or (iii) when the investment adviser believes it is likely that a borrower will be liquidated or sold, an analysis of the terms of such liquidation or sale. In certain cases, the investment adviser will use a combination of analytical methods to determine fair value, such as when only a portion of a borrower's assets is likely to be sold. In conducting its assessment and analyses for purposes of determining fair value of a Senior Loan, the investment adviser will use its discretion and judgment in considering and appraising such factors, data and information and the relative weight to be given thereto as it deems relevant, including without limitation, some or all of the following: (i) the fundamental characteristics of and fundamental analytical data relating to the Senior Loan, including the cost, size, current interest rate, maturity and base lending rate of the Senior Loan, the terms and conditions of the Senior Loan and any related agreements, and the position of the Senior Loan in the borrower's debt structure; (ii) the nature, adequacy and value of the collateral securing the Senior Loan, including the Portfolio's rights, remedies and interests with respect to the collateral; (iii) the creditworthiness of the borrower, based on an evaluation of, among other things, its financial condition, financial statements and information about the borrower's business, cash flows, capital structure and future prospects; (iv) information relating to the market for the Senior Loan, including price quotations for and trading in the Senior Loan and interests in similar Senior Loans and the market environment and investor attitudes towards the Senior Loan and interests in similar Senior Loans; (v) the experience, reputation, stability and financial condition of the agent and any intermediate participants in the Senior Loan; and (vi) general economic and market conditions affecting the fair value of the Senior Loan. Fair value determinations are made by the portfolio managers of a Portfolio based on information available to such managers. The portfolio managers of other funds 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 Debt Portfolio. At times, the fair value of a Senior Loan determined by the portfolio managers of other funds 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 Debt Portfolio. The fair value of each Senior Loan is periodically reviewed and approved by the investment adviser's Valuation Committee and by the Portfolio's Trustees based upon procedures approved by the Trustees. Junior Loans are valued in the same manner as Senior Loans.

Debt obligations (other than short-term obligations maturing in sixty days or less), including listed securities and securities for which price quotations are available and forward contracts, will normally be valued on the basis of market valuations furnished by dealers or pricing services. Financial futures contracts listed on commodity exchanges and exchange-traded options thereon are valued at closing settlement prices. Over-the-counter options are valued at

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

The Cash Management Portfolio's valuation policy is as follows: The Portfolio values investment securities utilizing the amortized cost valuation technique permitted by Rule 2a-7 of the 1940 Act. This technique involves initially valuing a portfolio's security at its cost and thereafter assuming a constant amortization to maturity of any discounts or premiums.

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

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

D Interest Rate Swaps - The Portfolio may enter into interest rate swap agreements for risk management purposes and not as a speculative investment. Pursuant to these agreements the Portfolio receives quarterly payments at a rate equal to a predetermined three-month London Interbank Offering Rate (LIBOR). In exchange, the Portfolio makes semi-annual payments at a predetermined fixed rate of interest. During the term of the outstanding swap agreement, changes in the underlying value of the swap are recorded as unrealized gains and losses. The value of the swap is determined by changes in the relationship between two rates of interest. The Portfolio is exposed to credit loss in the event of non-performance by the swap counterparty. The Portfolio does not anticipate non-performance by the counterparty. Risk may also arise from the unanticipated movements in value of interest rates.

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

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

G Foreign Currency Translation - Investment valuations, other assets, and liabilities initially expressed in foreign currencies are converted each business day into

U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

H Forward Foreign Currency Exchange Contracts - The Portfolio may enter into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of their contracts and from movements in the value of a foreign currency relative to the U.S. dollar. The Portfolio will enter into forward contracts for hedging purposes as well as non-hedging purposes. The forward foreign currency exchange contracts are adjusted by the daily exchange rate of the underlying currency and any gains or losses are recorded for financial statement purposes as unrealized until such time as the contracts have been closed.

I Indemnifications - Under the Portfolio's organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Portfolio. Interestholders in the Portfolio are jointly and severally liable for the liabilities and obligations of the Portfolio in the event that the Portfolio fails to satisfy such liabilities and obligations; provided, however, that, to the extent assets are available in the Portfolio, the Portfolio may, under certain circumstances, indemnify interestholders from and against any claim or liability to which such holder may become subject by reason of being or having been an interestholder in the Portfolio. Additionally, in the normal course of business, the Portfolio enters into agreements with service providers that may contain indemnification clauses. The Portfolio's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Portfolio that have not yet occurred.

J 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.

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

L 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.

The investment advisory fee is paid to BMR as compensation for investment advisory services rendered to the Portfolio. The fee is computed at a monthly rate of 19/240 of 1% (0.95% annually) of the Portfolio's average daily gross assets. The Trustees of the Portfolio have accepted a contractual waiver of a portion of BMR's compensation so that the aggregate advisory fees paid by the Portfolio under the advisory agreement during any fiscal year will not exceed, on an annual basis, 0.50% of average daily gross assets of the Portfolio up to and including $1 billion and at reduced rates as daily gross assets exceed that level. The advisory fee paid by the Portfolio is reduced by the Portfolio's allocable portion of the advisory fees paid by Cash Management Portfolio (CMP), an affiliated investment company managed by BMR. For the year ended November 30, 2006, the Portfolio's allocated portion of the advisory fee paid by CMP totaled $11,100. The advisory fee paid directly by the Portfolio amounted to $13,019,584. For the year ended November 30, 2006, the effective annual rate of investment advisory fees paid on a direct and an indirect basis by the Portfolio, based on average daily gross assets, was 0.45%. Except as to Trustees of the Portfolio who are not members of BMR's organization, officers and Trustees receive remuneration for their services to the Portfolio out of such investment adviser fee.

Certain officers and Trustees of the Portfolio are officers of BMR. Trustees of the Portfolio that are not affiliated with the Investment Adviser may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the year ended November 30, 2006, no significant amounts have been deferred.

The Portfolio invests primarily in Senior Loans. The ability of the issuers of the Senior Loans to meet their obligations may be affected by economic developments in a specific industry. The cost of purchases and the proceeds from

principal repayments and sales of Senior Loans for the year ended November 30, 2006 aggregated $1,485,809,416, $597,416,509 and $1,260,832,305, respectively.

The Portfolio participates with other portfolios managed by BMR in a $500 million unsecured line of credit agreement with a group of banks to permit the Portfolio to invest in accordance with its investment practices. Interest is charged under the credit agreement at the bank's base rate or at an amount above LIBOR. Interest expense includes a commitment fee of $128,163 for the year ended November 30, 2006, which is computed at the annual rate of 0.08% of the credit agreement. The average daily loan balance for the year ended November 30, 2006, was $1,000,000 and the average interest rate was 5.74%.

The Portfolio may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities and to assist in managing exposure to various market risks. These financial instruments include written options, financial futures contracts, forward foreign currency exchange contracts, interest rate swaps and credit default swaps and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Portfolio has in particular classes of financial instruments and does not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered. A summary of obligations under these financial instruments at November 30, 2006 is as follows:

The Portfolio had the following swap agreements outstanding at November 30, 2006:

At November 30, 2006 the Portfolio had sufficient cash and/or securities segregated to cover potential obligations arising from forward foreign currency exchange contracts and open swap contracts.

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

The unrealized depreciation on foreign currency, swaps and forward contracts at November 30, 2006 on a federal income tax basis was $(1,778,004).

At November 30, 2006, the Portfolio owned the following securities (representing 0.2% of net assets) which were restricted as to public resale and not registered under the Securities Act of 1933 (excluding Rule 144A securities). The Portfolio has various registration rights (exercisable under a variety of circumstances) with respect to these securities. The fair value of these securities is determined based on valuations provided by brokers when available, or if not available, they are valued at fair value using methods determined in good faith by or at the direction of the Trustees.

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

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. Management is currently evaluating the impact of applying the various provisions of FIN 48.

We have audited the accompanying statement of assets and liabilities of Senior Debt Portfolio (the "Portfolio"), including the portfolio of investments as of November 30, 2006, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the supplementary data for each of the four years in the period then ended and the period from January 1, 2002 to November 30, 2002, and the year ended December 31, 2001. These financial statements and supplementary data are the responsibility of the Portfolio's management. Our responsibility is to express an opinion on these financial statements and supplementary data based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and supplementary data are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities and Senior Loans held as of November 30, 2006 by correspondence with the custodian and selling or agent banks; where replies were not received from selling or agent banks, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of Senior Debt Portfolio as of November 30, 2006, the results of its operations for the year then ended, the changes in its net assets and its supplemental data for the respective stated periods, in conformity with accounting principles generally accepted in the United States of America.

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:

• 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;

• 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;

• 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;

• 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;

• 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

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 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.

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 of the Senior Debt Portfolio (the "Portfolio"), the portfolio in which the EV Classic Senior Floating-Rate Fund (the "Fund") invests, with Boston Management and Research (the "Adviser"), including the 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 investment advisory agreement for the Portfolio.

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

The Board considered the Adviser's management capabilities and investment process with respect to the types of investments held by the Portfolio, including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Portfolio. In particular, the Board evaluated the abilities and experience of such investment personnel in analyzing special considerations relevant to investing in senior 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 Portfolio, 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 Portfolio by senior management.

The Board 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, including the ability, in many cases, to exchange an investment among different funds without incurring additional sales charges.

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

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-, five- and ten-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. The Board concluded that the performance of the Fund is satisfactory.

The Board reviewed contractual investment advisory fee rates payable by the Portfolio and the Fund (referred to as "management fees"). As part of its review, the Board considered the management fees and the Fund's total expense ratio for the one-year period ended September 30, 2005, as compared to a group of similarly managed funds selected by an independent data provider.

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.

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, the Portfolio 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 and the Portfolio.

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.

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 and Portfolio 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 reviewed data summarizing the increases and decreases in the assets of the Fund and of all Eaton Vance Funds as a group over various time periods, and evaluated the extent to which the total expense ratio of the Fund and the profitability of the Adviser and its affiliates may have been affected by such increases or decreases. 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. The Board also concluded that, assuming reasonably foreseeable increases in the assets of the Portfolio, the structure of the advisory fee, which includes breakpoints at several asset levels, can be expected to cause the Adviser and its affiliates and the Fund to continue to share such benefits equitably.

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

⁽²⁾ Prior to 2002, Mr. Page served as Vice President of the Fund since 1998 and of the Portfolio since 1996.

The SAI for the Fund includes additional information about the Trustees and officers of the Fund and the Portfolio and can be obtained without charge by calling 1-800-225-6265.

EV Classic Senior Floating-Rate Fund
The Eaton Vance Building
255 State Street
Boston, MA 02109

This report must be preceded or accompanied by a current prospectus. Before investing, investors should consider carefully the Fund's investment objective(s), risks, and charges and expenses. The Fund's current prospectus contains this and other information about the Fund and is available through your financial advisor. Please read the prospectus carefully before you invest or send money. For further information please call 1-800-225-6265.

Assets
Investment in Senior Debt Portfolio, at value (identified cost, $1,058,741,882)	$	1,069,183,606
Receivable for Fund shares sold		672,207
Total assets	$	1,069,855,813
Liabilities
Dividends payable	$	1,740,242
Payable to affiliate for distribution and service fees		874,931
Payable to affiliate for Trustees' fees		580
Accrued expenses		229,908
Total liabilities	$	2,845,661
Net Assets	$	1,067,010,152
Sources of Net Assets
Paid-in capital	$	1,354,135,995
Accumulated net realized loss from Portfolio		(298,795,799	)
Accumulated undistributed net investment income		1,228,232
Net unrealized appreciation from Portfolio		10,441,724
Total	$	1,067,010,152
Net Asset Value, Offering Price and Redemption Price Per Share
($1,067,010,152 ÷ 113,959,375 shares of beneficial interest outstanding)	$	9.36

Investment Income
Interest allocated from Portfolio	$	80,610,340
Expenses allocated from Portfolio		(5,868,971	)
Net investment income from Portfolio	$	74,741,369
Expenses
Trustees' fees and expenses	$	3,408
Distribution and service fees		9,629,014
Transfer and dividend disbursing agent fees		740,695
Printing and postage		180,456
Legal and accounting services		58,594
Registration fees		37,623
Custodian fee		28,162
Miscellaneous		6,978
Total expenses	$	10,684,930
Net investment income	$	64,056,439
Realized and Unrealized Gain (Loss) from Portfolio
Net realized gain (loss) - Investment transactions	$	2,673,107
Swap contracts		127,768
Foreign currency and forward foreign currency exchange contract transactions		(7,632,502	)
Net realized loss	$	(4,831,627	)
Change in unrealized appreciation (depreciation) - Investments	$	6,634,586
Swap contracts		193,100
Foreign currency and forward foreign currency exchange contracts		(793,759	)
Net change in unrealized appreciation (depreciation)	$	6,033,927
Net realized and unrealized gain	$	1,202,300
Net increase in net assets from operations	$	65,258,739

Increase (Decrease) in Net Assets	Year Ended November 30, 2006			Year Ended November 30, 2005
From operations - Net investment income	$	64,056,439		$	51,748,104
Net realized gain (loss) from investment transactions, swap contracts, foreign currency, and forward foreign currency exchange contract transactions		(4,831,627	)		424,114
Net change in unrealized appreciation (depreciation) from investments, swap contracts, foreign currency, and forward foreign currency exchange contracts		6,033,927			341,641
Net increase in net assets from operations	$	65,258,739		$	52,513,859
Distributions to shareholders - From net investment income	$	(64,617,162	)	$	(51,827,393	)
Total distributions to shareholders	$	(64,617,162	)	$	(51,827,393	)
Transactions in shares of beneficial interest - Proceeds from sale of shares	$	59,869,085		$	115,648,486
Net asset value of shares issued to shareholders in payment of distributions declared		43,270,055			35,074,193
Cost of shares redeemed		(263,715,179	)		(258,376,319	)
Net decrease in net assets from Fund share transactions	$	(160,576,039	)	$	(107,653,640	)
Net decrease in net assets	$	(159,934,462	)	$	(106,967,174	)
Net Assets
At beginning of year	$	1,226,944,614		$	1,333,911,788
At end of year	$	1,067,010,152		$	1,226,944,614
Accumulated undistributed net investment income included in net assets
At end of year	$	1,228,232		$	595,817

	Year Ended November 30,												Period Ended November 30,			Year Ended December 31,
	2006⁽¹⁾			2005⁽¹⁾			2004			2003			2002⁽²⁾			2001
Net asset value - Beginning of year	$	9.370		$	9.360		$	9.160		$	8.820		$	9.130		$	9.480
Income (loss) from operations
Net investment income	$	0.531		$	0.381		$	0.268		$	0.284		$	0.318		$	0.563
Net realized and unrealized gain (loss)		(0.005	)⁽³⁾		0.010			0.199			0.338			(0.310	)		(0.350	)
Total income from operations	$	0.526		$	0.391		$	0.467		$	0.622		$	0.008		$	0.213
Less distributions
From net investment income	$	(0.536	)	$	(0.381	)	$	(0.267	)	$	(0.282	)	$	(0.318	)	$	(0.563	)
Total distributions	$	(0.536	)	$	(0.381	)	$	(0.267	)	$	(0.282	)	$	(0.318	)	$	(0.563	)
Net asset value - End of year	$	9.360		$	9.370		$	9.360		$	9.160		$	8.820		$	9.130
Total Return⁽⁴⁾		5.76	%		4.26	%		5.15	%		7.16	%		0.08	%		2.27	%
Ratios/Supplemental Data
Net assets, end of year (000's omitted)	$	1,067,010		$	1,226,945		$	1,333,912		$	1,397,617		$	1,666,689		$	2,214,688
Ratios (As a percentage of average daily net assets):
Expenses before custodian fee reduction⁽⁵⁾		1.45	%		1.47	%		1.45	%		1.46	%		1.41	%⁽⁶⁾		1.41	%
Expenses after custodian fee reduction⁽⁵⁾		1.45	%		1.47	%		1.45	%		1.46	%		1.41	%⁽⁶⁾		1.41	%
Interest expense⁽⁵⁾		0.01	%		0.00	%⁽⁷⁾		0.00	%⁽⁷⁾		0.01	%		0.01	%⁽⁶⁾		0.01	%
Net investment income		5.66	%		4.06	%		2.88	%		3.18	%		3.86	%⁽⁶⁾		6.16	%
Portfolio Turnover of the Portfolio		51	%		65	%		87	%		47	%		42	%		33	%

	Year Ended November 30,
	2006		2005
Distributions declared from:

Ordinary income	$	64,617,162	$	51,827,393

Undistributed ordinary income	$	2,968,474
Capital loss carryforward	$	(297,053,221	)
Unrealized appreciation	$	8,699,146
Other temporary differences	$	(1,740,242	)

	Repurchase Offer Amount				Amount Repurchased
Repurchase Request Deadline	Shares		Amount		Shares		Amount
December 22, 2005		39,686,610	$	371,466,668		6,741,934	$	63,104,502
March 22, 2006		38,371,163	$	361,456,353		7,597,724	$	71,570,482
June 22, 2006		36,880,123	$	345,935,549		7,548,449	$	70,804,451
September 22, 2006		35,383,694	$	331,191,372		6,146,795	$	58,235,744
Total		150,321,590	$	1,410,049,942		28,034,902	$	263,715,179
	Repurchase Offer Amount				Amount Repurchased
Repurchase Request Deadline	Shares		Amount		Shares		Amount
Dec. 22, 2004		43,131,681	$	403,712,530		7,197,491	$	67,368,464
Mar. 22, 2005		42,576,077	$	400,215,121		5,821,358	$	54,718,484
June 22, 2005		42,044,688	$	393,117,836		7,357,070	$	68,788,604
Sep. 22, 2005		40,732,951	$	382,482,413		7,188,563	$	67,500,767
Total		168,485,397	$	1,579,527,900		27,564,482	$	258,376,319

Senior, Floating Rate Interests - 100.3%⁽¹⁾
Principal Amount		Borrower/Tranche Description		Value
Aerospace and Defense - 1.8%
AWAS Capital, Inc.
$	8,662,812		Term Loan, 7.19%, Maturing March 22, 2013	$	8,489,555
Be Aerospace, Inc.
	1,400,000		Term Loan, 7.15%, Maturing August 24, 2012		1,407,875
Dresser Rand Group, Inc.
	1,032,477		Term Loan, 7.46%, Maturing October 29, 2011		1,038,930
Evergreen International Aviation
	3,100,000		Term Loan, 8.82%, Maturing October 31, 2011		3,053,500
Hexcel Corp.
	3,223,197		Term Loan, 7.13%, Maturing March 1, 2012		3,231,255
IAP Worldwide Services, Inc.
	3,176,000		Term Loan, 7.25%, Maturing December 30, 2012		3,152,180
Jet Aviation Holding, AG
	1,500,000		Term Loan, 7.62%, Maturing May 15, 2013		1,496,250
K&F Industries, Inc.
	2,324,865		Term Loan, 7.32%, Maturing November 18, 2012		2,335,399
Spirit Aerosystems, Inc.
	2,736,643		Term Loan, 7.11%, Maturing December 31, 2011		2,743,911
Standard Aero Holdings, Inc.
	2,399,621		Term Loan, 7.61%, Maturing August 24, 2012		2,408,620
Transdigm, Inc.
	5,000,000		Term Loan, 7.39%, Maturing June 23, 2013		5,033,750
Vought Aircraft Industries, Inc.
	2,000,000		Revolving Loan, 7.82%, Maturing December 22, 2009⁽²⁾		1,910,000
	1,000,000		Term Loan, 7.33%, Maturing December 22, 2010		1,005,313
	3,250,565		Term Loan, 7.88%, Maturing December 17, 2011		3,268,849
Wam Aquisition, S.A.
	2,417,800		Term Loan, 8.12%, Maturing April 8, 2013		2,438,453
	2,417,800		Term Loan, 8.62%, Maturing April 8, 2014		2,448,274
Wyle Laboratories, Inc.
	972,315		Term Loan, 8.12%, Maturing January 28, 2011		977,481
				$	46,439,595
Air Transport - 1.0%
Airport Development and Investment
$	3,500,000	GBP	Term Loan, 9.12%, Maturing April 7, 2011	$	6,910,926
Delta Air Lines, Inc.
	4,275,000		Term Loan, 8.12%, Maturing March 16, 2008		4,313,407
	4,225,000		Term Loan, 10.12%, Maturing March 16, 2008		4,303,560
Northwest Airlines, Inc.
	6,450,000		DIP Loan, 7.82%, Maturing August 21, 2008		6,492,331

Corporate Bonds & Notes - 1.3%
Principal Amount (000's omitted)		Security		Value
Automotive - 0.1%
Key Plastics, LLC
$	1,691		7.00%, 4/26/07⁽⁴⁾	$	1,691,136
	1,210		18.32%, 4/26/07⁽⁴⁾		1,219,297
				$	2,910,433
Building and Development - 0.2%
Assemblies of God Financial Real Estate, Series 2004-1A, Class A, Variable Rate
$	5,630		7.524%, 6/15/29⁽⁶⁾	$	5,630,178
				$	5,630,178
Cable and Satellite Television - 0.3%
Iesy Hessen & ISH NRW, Variable Rate
$	7,000	EUR	6.429%, 4/15/13	$	9,197,660
				$	9,197,660
Electronic / Electric - 0.1%
NXP BV/ NXP Funding LLC, Variable Rate
$	2,300		8.118%, 10/15/13⁽⁶⁾	$	2,346,000
				$	2,346,000
Financial Intermediaries - 0.3%
Carlyle High Yield Partners, Series 2004-6A, Class C, Variable Rate
$	1,000		7.826%, 8/11/16⁽⁶⁾	$	1,016,763
Sonata Securities S.A., Series 2006-5
	3,000		8.75%, 6/27/07		3,021,300
Sonata Securities S.A., Series 2006-6
	3,000		8.75%, 6/27/07		3,020,730
				$	7,058,793
Telecommunications - 0.3%
Qwest Corp., Sr. Notes, Variable Rate
$	3,150		8.64%, 6/15/13	$	3,429,563
Rogers Wireless, Inc., Variable Rate
	4,150		8.515%, 12/15/10		4,243,375
				$	7,672,938
	Total Corporate Bonds & Notes (identified cost, $33,714,984)			$	34,816,002

Common Stocks - 1.0%
Shares		Security		Value
	31,622		Citation Corp.^(4)(7)(8)	$	0
	33,278		Environmental Systems Products Holdings, Inc.^(4)(7)(8)		696,509
	1,782		Gentek, Inc.⁽⁷⁾		58,503
	133,410		Hayes Lemmerz International⁽⁷⁾		313,513
	441,740		Maxim Crane Works, L.P.⁽⁷⁾		20,485,711
	12,592		RoTech Medical Corp^(4)(7)(8)		31,732
	297,015		Safelite Glass Corp.^(4)(7)(8)		3,974,061
	20,048		Safelite Realty Corp.⁽⁴⁾⁽⁸⁾		320,167
	Total Common Stocks (identified cost, $9,361,647)			$	25,880,196
Preferred Stocks - 0.0%
Shares		Security		Value
	2,496		Citation Corp. (PIK)⁽⁴⁾⁽⁸⁾	$	0
	445		Hayes Lemmerz International^(4)(7)(8)		4,518
	218		Key Plastics, LLC, Series A^(4)(7)(8)		120,664
	Total Preferred Stocks (identified cost, $2,237,250)			$	125,182
Warrants - 0.0%
Shares/Rights		Security		Value
	1,930		Gentek, Inc., Class B⁽⁷⁾⁽⁸⁾	$	84,920
	940		Gentek, Inc., Class C⁽⁷⁾⁽⁸⁾		39,198
	Total Warrants (identified cost, $0)			$	124,118
Affiliated Investments - 1.0%

Security	Rate			Value
Investment in Cash Management Portfolio⁽⁹⁾		4.91	%	$	27,533,252
Total Affiliated Investments (at amortized cost, $27,533,252)				$	27,533,252
Total Investments - 103.6% (identified cost $2,704,112,264)				$	2,740,972,496

		Amount
Less Unfunded Loan Commitments - (3.3)%		$	(87,186,032	)
Net Investments - 100.3% (identified cost $2,616,926,232)		$	2,653,786,464
	Other Assets, Less Liabilities - (0.3)%	$	(7,988,094	)
	Net Assets - 100.0%	$	2,645,798,370

Assets
Unaffiliated Investments, at value (identified cost, $2,589,392,980)	$	2,626,253,212
Affiliated Investments, at value (amortized cost, $27,533,252)		27,533,252
Cash		5,678,184
Foreign currency, at value (identified cost, $136,866)		141,761
Interest receivable		24,183,491
Receivable for open swap contracts		464,402
Prepaid expenses		270,202
Total assets	$	2,684,524,504
Liabilities
Demand note payable	$	35,000,000
Payable for open forward foreign currency contracts		2,366,480
Payable to affiliate for investment advisory fees		998,048
Payable to affiliate for Trustees' fees		5,123
Accrued expenses		356,483
Total liabilities	$	38,726,134
Net Assets applicable to investors' interest in Portfolio	$	2,645,798,370
Sources of Net Assets
Net proceeds from capital contributions and withdrawals	$	2,610,716,142
Net unrealized appreciation (computed on the basis of identified cost)		35,082,228
Total	$	2,645,798,370

Investment Income
Interest	$	204,096,418
Interest income allocated from affiliated investment		126,896
Expenses allocated from affiliated investment		(11,145	)
Total investment income	$	204,212,169
Expenses
Investment adviser fee	$	13,019,584
Trustees' fees and expenses		30,607
Custodian fee		861,582
Legal and accounting services		689,615
Interest expense		185,522
Miscellaneous		138,824
Total expenses	$	14,925,734
Deduct - Reduction of custodian fee	$	73,293
Total expense reductions	$	73,293
Net expenses	$	14,852,441
Net investment income	$	189,359,728
Realized and Unrealized Gain (Loss)
Net realized gain (loss) - Investment transactions (identified cost basis)	$	6,414,298
Swap contracts		323,348
Foreign currency and forward foreign currency exchange contract transactions		(19,015,173	)
Net realized loss	$	(12,277,527	)
Change in unrealized appreciation (depreciation) - Investments (identified cost basis)	$	15,491,405
Swap contracts		491,264
Foreign currency and forward foreign currency exchange contracts		(2,454,058	)
Net change in unrealized appreciation (depreciation)	$	13,528,611
Net realized and unrealized gain	$	1,251,084
Net increase in net assets from operations	$	190,610,812

	Year Ended November 30,												Period Ended			Year Ended
	2006			2005			2004			2003			November 30, 2002⁽¹⁾			December 31, 2001
Ratios/Supplemental Data
Ratios (As a percentage of average daily net assets):
Expenses before custodian fee reduction		0.51	%		0.50	%		0.51	%		0.50	%		0.47	%⁽²⁾		0.47	%
Expenses after custodian fee reduction		0.51	%		0.50	%		0.51	%		0.50	%		0.47	%⁽²⁾		0.47	%
Interest expense		0.01	%		0.00	%⁽³⁾		0.00	%⁽³⁾		0.01	%		0.01	%⁽²⁾		0.01	%
Net investment income		6.57	%		5.00	%		3.82	%		4.14	%		4.77	%⁽²⁾		7.04	%
Portfolio Turnover		51	%		65	%		87	%		47	%		42	%		33	%
Total Return		6.88	%		5.27	%		6.15	%		8.19	%		0.85	%		3.35	%
Net assets, end of period (000's omitted)	$	2,645,798		$	3,054,390		$	3,340,152		$	3,384,305		$	4,084,930		$	5,730,074

Aggregate cost	$	2,616,935,277
Gross unrealized appreciation	$	50,078,123
Gross unrealized depreciation		(13,226,936	)
Net unrealized appreciation	$	36,851,187

Description	Date of Acquisition	Shares/Face		Cost		Fair Value
Common Stocks
Citation Corp.	5/24/05		31,622	$	0	$	0
Environmental Systems Products Holdings, Inc.	10/24/00		33,278		0		696,509
RoTech Medical Corp	6/12/02		12,592		332,429		31,732
Safelite Glass Corp.	9/29/00 - 11/10/00		297,015		0		3,974,061
Safelite Realty Corp.	9/29/00 - 11/10/00		20,048		0		320,167
				$	332,429	$	5,022,469