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

811-21563

 

Eaton Vance Short Duration Diversified Income Fund

(Exact name of registrant as specified in charter)

 

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

 

02109

(Address of principal executive offices)

 

(Zip code)

 

Maureen A. Gemma

The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:

(617) 482-8260

 

 

Date of fiscal year end:

October 31

 

 

Date of reporting period:

October 31, 2008

 

 



 

Item 1. Reports to Stockholders

 



Annual Report October 31, 2008

EATON VANCE
SHORT
DURATION
DIVERSIFIED
INCOME
FUND



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. The 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 Fund or Portfolio 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 Short Duration Diversified Income Fund as of October 31, 2008

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

 

 

 

 

Payson F. Swaffield, CFA

 

Co-Portfolio Manager

 

 

 

 

 

 

Scott H. Page, CFA

 

Co-Portfolio Manager

 

 

 

 

 

 

Catherine C. McDermott

 

Co-Portfolio Manager

 

 

 

 

 

 

Mark S. Venezia, CFA

 

Co-Portfolio Manager

 

 

 

 

 

 

Susan Schiff, CFA

 

Co-Portfolio Manager

 

 

 

 

 

 

Christine Johnston, CFA

 

Co-Portfolio Manager

 

 

Economic and Market Conditions

 

·                  The credit crisis that began in mid-2007 resulted in unprecedented events in the U.S. financial markets in 2008. Within a two week period in September, investors saw the U.S. government’s bailout of the two largest government sponsored enterprises – Fannie Mae and Freddie Mac, the bankruptcy of Lehman Brothers Holding, Inc., and the subsequent bailout of one of the world’s largest insurers amidst other government intervention and uncertainty surrounding the future of many of the largest U.S. financial institutions. As the crisis intensified in the last two months of the fiscal year, the global fixed income and currency markets reacted with a flight-to-quality. The U.S. dollar strengthened against the Euro and many emerging market currencies, and U.S. interest rates fell as foreign investors headed for the relative safety of U.S. Treasury bonds. For the year ended October 31, 2008, 2-year and 5-year U.S. Treasury yields fell 240 (2.40%) and 134 basis points (1.34%), respectively. The Federal Funds rate started the year at 4.5% on October 31, 2007 and was cut to 1.0% by October 31, 2008. Many foreign central banks also cut their benchmark short-term interest rates in response to the global financial crisis, including the European Central Bank (ECB), Bank of Japan, Bank of England, and those of selected emerging market countries.

 

·                  Within U.S. credit markets, yield spread widening left no market unscathed. The yield spread of seasoned U.S. agency mortgage-backed securities (MBS) widened by about 200 basis points (2.00%) to finish the year valued at approximately 300 basis points (3.00%) over U.S. Treasuries. Below investment-grade corporate debt yield spreads widened by approximately 1,140 basis points (11.40%), with the Merrill Lynch U.S. High Yield Master II Index closing the fiscal year valued at 1,587 basis points (15.87%) over U.S. Treasuries. Similarly, senior, secured loan spreads over LIBOR – the London Inter-Bank Offered Rate – widened by approximately 1,300 basis points (13.00%), with the S&P/LSTA Leveraged Loan Index First Lien Loans valued at approximately 1,695 basis points (16.95%) over LIBOR on October 31, 2008.

 

Management Discussion

 

·                  The Fund is a closed-end fund that trades on the New York Stock Exchange under the symbol “EVG”. The Fund’s investment objective is to provide a high level of current income. In pursuing the Fund’s objective, the Fund’s investments have been allocated primarily to senior, secured loans, MBS and foreign obligations.

 

·                  The Fund’s performance was hurt by its investment in senior, secured loans. Loan prices plunged during the year, as forced selling by hedge funds and other leveraged vehicles pushed loan prices to approximately 72 cents on the dollar at October 31, 2008. With historical recovery rates at roughly 70 cents, the market

 

Eaton Vance Short Duration Diversified Income Fund

Total Return Performance 10/31/07 10/31/08

 

NYSE Symbol

 

EVG

 

At Net Asset Value (NAV)(1)

 

-11.57

%

At Share Price(1)

 

-16.36

%

Lipper Global Income Funds Average (At NAV)(2)

 

-17.75

%

 

 

 

 

Premium/(Discount) to NAV

 

-15.70

%

Total Distributions per share

 

$

1.366

 

Distribution Rate(3)

At NAV

 

7.82

%

 

At Share Price

 

9.27

%

 

See page 3 for more performance information.

 


(1)       Performance results reflect the effects of leverage resulting from the Fund’s derivative instruments, the reinvestment of securities lending collateral and borrowings.

(2)  It is not possible to invest directly in a Lipper Classification. The Lipper total return is the average total return, at net asset value, of the funds that are in the same Lipper Classification as the Fund.

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

 

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

 

1



 

appeared to be implying near universal default rates or dramatically lower recoveries, thus far exaggerating any weakening in the market’s fundamentals.

 

·                  During the year, all credit markets experienced unprecedented volatility, and the bank loan market was no exception. The total return for the S&P/LSTA Leveraged Loan Index (the Index) through the first nine months of the fiscal year was -2.91%. However, September brought a series of events that rattled the markets more deeply. In the Fund’s fiscal fourth quarter, the Index declined -18.66%, by far its worst quarterly showing ever.

 

·                  The Fund’s investments in senior, secured loans remain diverse with respect to individual borrowers, geography, and industry holdings. The largest industries represented were publishing, cable and satellite television, and healthcare. The largest borrowers and industries represented in the Fund tend to be relatively non-cyclical, with borrowers possessing good capital structures and strong collateral value.

 

·                  Within the MBS portion of the Fund, the focus remained on seasoned, fixed-rate, U.S. government agency MBS. The underlying mortgages to the Fund’s seasoned MBS investments were typically originated in the 1980s or 1990s; therefore, the homeowners have typically built up considerable equity in their homes over time. As a result, these mortgages have a relatively low loan-to-value ratio and more predictable cash flows than generic MBS. In addition, the loans are guaranteed by the U.S. government agencies.

 

·                  Similar to other U.S. credit markets, yield spreads over U.S. Treasuries for seasoned U.S. agency MBS widened over the year ended October 31, 2008. The widening of approximately 200 basis points (2.00%), however, was more than offset by a decline in Treasury yields, thereby generating positive returns for the sector.

 

·                  The Fund’s foreign obligations were slightly negative for the Fund’s performance. The Fund’s foreign investments consisted primarily of long and short forward currency contracts, foreign-denominated sovereign bonds, and other derivatives.

 

·                  The two primary drivers of the sector’s negative performance were positions in Iceland and the Latin American region. In addition, certain positions in Asia also contributed to underperformance, specifically, a short position in Japanese Government bonds and a long Indonesian currency position. Iceland was the Fund’s worst performer. The Icelandic government seized the nation’s banks in October, as the banks collapsed under the weight of a falling currency and large debts abroad. In Latin America, the Fund’s position in Uruguay declined in value toward the end of the fiscal year in response to negative developments in Argentina, one of its major trading partners. The Fund’s position in Colombia also detracted from performance; despite relatively stable economic growth, the Colombian peso fared poorly, as the government suspended its efforts to support it. The Fund’s position in Brazil also weakened; however, the country’s influence as an economic power in Latin America continued to grow.

 

·                  The Fund’s positions in Egyptian T-bills were additive to performance, as Egypt benefited from an inflow of Middle East oil revenues. The government has encouraged a stronger pound as a weapon against inflation. Elsewhere, the Fund continued to benefit from a short South African Rand position. The Rand declined to its lowest level in six years as demand for gold and other precious metals fell amid the global economic downturn.

 

·                  Additionally, the Fund benefitted from its positions in Eastern Europe, most notably Poland and Turkey. The Fund’s exposure to the Polish Zloty added to performance. The currency was helped by strong industrial production, an economic growth rate twice that of the Euro zone and continuing remittances from workers abroad. Investments in the Turkish Lira were also additive, as the Turkish central bank raised rates to fight inflation. The currency strengthened further late in the period following a loan accord with the International Monetary Fund.

 

·                  The Fund employs leverage through the use of derivative instruments and borrowings. The Fund’s leverage was comprised of approximately 14% through borrowings and 32% through derivative investments. Use of leverage creates an opportunity for increased total return but, at the same time, creates special risks (including the likelihood of greater volatility of net asset and market price).

 

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

 

2



 

 

Eaton Vance Short Duration Diversified Income Fund as of October 31, 2008

FUND PERFORMANCE

 

Performance (1)

 

 

 

New York Stock Exchange Symbol

 

EVG

 

 

 

 

 

Average Annual Total Returns (by share price, NYSE)

 

 

 

One Year

 

-16.36

%

Life of Fund (2/28/05)

 

-3.15

 

 

 

 

 

Average Annual Total Returns (at net asset value)

 

 

 

One Year

 

-11.57

%

Life of Fund (2/28/05)

 

1.45

 

 


(1)  Performance results reflect the effects of leverage.

 

Fund Composition

 

Fund Allocations(2)

By total leveraged assets

 

 


(2)     Fund Allocations are as of 10/31/08 and are as a percentage of the Fund’s total leveraged assets. Total leveraged assets include all assets of the Fund (including those acquired with financial leverage), the notional value of long and short forward foreign currency contracts and other foreign obligations derivatives held by the Fund. Fund Allocations as a percentage of the Fund’s net assets amounted to 183.6% as of 10/31/08. Fund Allocations are subject to change due to active management. Please refer to definition of total leveraged assets within the Notes to Financial Statements included herein.

 

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

 

3



Eaton Vance Short Duration Diversified Income Fund as of October 31, 2008

PORTFOLIO OF INVESTMENTS


Senior Floating-Rate Interests — 47.8%(1)
     
Principal
Amount*
  Borrower/Tranche Description   Value  
Aerospace and Defense — 1.0%      
ACTS Aero Technical Support & Service, Inc.      
  187,773     Term Loan, 7.89%, Maturing October 5, 2014   $ 91,070    
DAE Aviation Holdings, Inc.      
  113,548     Term Loan, 7.17%, Maturing July 31, 2014     84,594    
  114,894     Term Loan, 7.37%, Maturing July 31, 2014     85,596    
Evergreen International Aviation      
  263,674     Term Loan, 9.00%, Maturing October 31, 2011     201,051    
Hawker Beechcraft Acquisition      
  110,132     Term Loan, 5.76%, Maturing March 26, 2014     71,507    
  1,880,323     Term Loan, 5.76%, Maturing March 26, 2014     1,220,867    
Hexcel Corp.      
  388,666     Term Loan, 5.25%, Maturing March 1, 2012     345,913    
Vought Aircraft Industries, Inc.      
  789,305     Term Loan, 5.62%, Maturing December 17, 2011     627,497    
  181,818     Term Loan, 6.42%, Maturing December 17, 2011     136,364    
            $ 2,864,459    
Air Transport — 0.3%      
Delta Air Lines, Inc.      
  345,625     Term Loan - Second Lien, 6.25%, Maturing April 30, 2014   $ 198,734    
Northwest Airlines, Inc.      
  813,112     DIP Loan, 5.00%, Maturing August 21, 2009     661,670    
            $ 860,404    
Automotive — 3.6%      
Accuride Corp.      
  535,682     Term Loan, 7.31%, Maturing January 31, 2012   $ 405,779    
Adesa, Inc.      
  885,330     Term Loan, 6.02%, Maturing October 18, 2013     589,482    
Allison Transmission, Inc.      
  803,444     Term Loan, 5.67%, Maturing September 30, 2014     551,794    
ATU AFM Auto Holding GmbH & Co.      
EUR 750,000     Term Loan, 8.09%, Maturing August 20, 2013     333,887    
AxleTech International Holding, Inc.      
  425,000     Term Loan - Second Lien, 10.39%, Maturing April 21, 2013     333,625    
Chrysler Financial      
  496,244     Term Loan, 6.82%, Maturing August 1, 2014     340,340    
Dayco Europe S.R.I.      
EUR 271,850     Term Loan, 9.40%, Maturing June 21, 2010     260,523    
Dayco Products, LLC      
  496,832     Term Loan, 8.01%, Maturing June 21, 2011     168,923    

 

Principal
Amount*
 
Borrower/Tranche Description
 
Value
 
Automotive (continued)      
Delphi Corp.      
  1,000,000     DIP Loan, 7.25%, Maturing December 31, 2008   $ 860,000    
Federal-Mogul Corp.      
  294,425     Term Loan, 5.48%, Maturing December 27, 2014     179,231    
  227,943     Term Loan, 6.12%, Maturing December 27, 2015     138,760    
Ford Motor Co.      
  491,250     Term Loan, 7.59%, Maturing December 15, 2013     272,994    
General Motors Corp.      
  1,406,256     Term Loan, 5.80%, Maturing November 29, 2013     777,660    
Goodyear Tire & Rubber Co.      
  3,175,000     Term Loan - Second Lien, 4.78%, Maturing April 30, 2010     2,259,543    
HLI Operating Co., Inc.      
EUR 27,273     Term Loan, 4.87%, Maturing May 30, 2014     29,894    
EUR 1,307,091     Term Loan, 7.67%, Maturing May 30, 2014     1,299,443    
Keystone Automotive Operations, Inc.      
  238,332     Term Loan, 6.78%, Maturing January 12, 2012     137,041    
LKQ Corp.      
  247,116     Term Loan, 6.77%, Maturing October 12, 2014     205,106    
TriMas Corp.      
  1,070,313     Term Loan, 4.88%, Maturing August 2, 2011     813,437    
  298,594     Term Loan, 5.63%, Maturing February 28, 2012     226,931    
            $ 10,184,393    
Beverage and Tobacco — 0.2%      
Culligan International Co.      
EUR 300,000     Term Loan - Second Lien, 9.78%, Maturing May 31, 2013   $ 76,473    
Liberator Midco, Ltd.      
EUR 250,000     Term Loan, 6.75%, Maturing October 27, 2013     249,732    
EUR 244,357     Term Loan, 7.13%, Maturing October 27, 2014     244,095    
            $ 570,300    
Building and Development — 1.3%      
Brickman Group Holdings, Inc.      
  596,970     Term Loan, 5.12%, Maturing January 23, 2014   $ 468,621    
Building Materials Corp. of America      
  393,052     Term Loan, 6.62%, Maturing February 22, 2014     274,350    
Epco/Fantome, LLC      
  460,000     Term Loan, 5.80%, Maturing November 23, 2010     432,400    
Hovstone Holdings, LLC      
  132,500     Term Loan, 6.25%, Maturing February 28, 2009     86,973    
LNR Property Corp.      
  704,000     Term Loan, 6.04%, Maturing July 3, 2011     385,440    
Panolam Industries Holdings, Inc.      
  155,749     Term Loan, 6.51%, Maturing September 30, 2012     133,944    

 

See notes to financial statements
4



Eaton Vance Short Duration Diversified Income Fund as of October 31, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount*
 
Borrower/Tranche Description
 
Value
 
Building and Development (continued)      
Realogy Corp.      
  256,600     Term Loan, 3.78%, Maturing September 1, 2014   $ 165,079    
  953,087     Term Loan, 6.50%, Maturing September 1, 2014     613,153    
TRU 2005 RE Holding Co.      
  575,000     Term Loan, 6.72%, Maturing December 9, 2008     420,229    
United Subcontractors, Inc.      
  251,473     Term Loan - Second Lien, 12.42%, Maturing
June 27, 2013(2)
    95,560    
Wintergames Acquisition ULC      
  733,068     Term Loan, 10.74%, Maturing April 25, 2010     542,397    
            $ 3,618,146    
Business Equipment and Services — 2.7%      
Acxiom Corp.      
  472,249     Term Loan, 4.94%, Maturing September 15, 2012   $ 344,742    
Affinion Group, Inc.      
  908,129     Term Loan, 5.32%, Maturing October 17, 2012     724,233    
Allied Barton Security Service      
  200,000     Term Loan, 7.75%, Maturing February 21, 2015     178,500    
Education Management, LLC      
  1,426,094     Term Loan, 5.56%, Maturing June 1, 2013     1,005,396    
Info USA, Inc.      
  194,535     Term Loan, 5.77%, Maturing February 14, 2012     171,191    
Intergraph Corp.      
  421,020     Term Loan, 4.81%, Maturing May 29, 2014     328,396    
Mitchell International, Inc.      
  192,063     Term Loan, 5.81%, Maturing March 28, 2014     166,134    
N.E.W. Holdings I, LLC      
  270,038     Term Loan, 5.89%, Maturing May 22, 2014     208,604    
Protection One, Inc.      
  191,018     Term Loan, 5.42%, Maturing March 31, 2012     154,724    
Sabre, Inc.      
  1,364,593     Term Loan, 5.25%, Maturing September 30, 2014     790,705    
Sitel (Client Logic)      
  273,201     Term Loan, 6.51%, Maturing January 29, 2014     163,921    
SunGard Data Systems, Inc.      
  1,915,714     Term Loan, 4.55%, Maturing February 11, 2013     1,476,468    
TDS Investor Corp.      
EUR 525,796     Term Loan, 7.39%, Maturing August 23, 2013     422,197    
Valassis Communications, Inc.      
  109,126     Term Loan, 5.52%, Maturing March 2, 2014     76,752    
  484,971     Term Loan, 5.52%, Maturing March 2, 2014     341,096    
VWR International, Inc.      
  450,000     Term Loan, 5.67%, Maturing June 28, 2013     314,250    

 

Principal
Amount*
 
Borrower/Tranche Description
 
Value
 
Business Equipment and Services (continued)      
WAM Acquisition, S.A.      
EUR 153,716     Term Loan, 7.09%, Maturing May 4, 2014   $ 112,776    
EUR 93,087     Term Loan, 7.09%, Maturing May 4, 2014     68,294    
EUR 153,716     Term Loan, 7.59%, Maturing May 4, 2015     112,776    
EUR 93,087     Term Loan, 7.59%, Maturing May 4, 2015     68,294    
West Corp.      
  687,776     Term Loan, 5.73%, Maturing October 24, 2013     445,335    
            $ 7,674,784    
Cable and Satellite Television — 3.7%      
Cequel Communications, LLC      
  475,000     Term Loan - Second Lien, 7.30%, Maturing May 5, 2014   $ 304,000    
  1,064,755     Term Loan - Second Lien, 8.80%, Maturing May 5, 2014     697,415    
Charter Communications Operating, Inc.      
  1,976,894     Term Loan, 5.31%, Maturing April 28, 2013     1,488,540    
CSC Holdings, Inc.      
  1,492,347     Term Loan, 4.57%, Maturing March 29, 2013     1,297,276    
CW Media Holdings, Inc.      
  198,000     Term Loan, 7.01%, Maturing February 16, 2015     158,400    
Insight Midwest Holdings, LLC      
  1,029,375     Term Loan, 5.93%, Maturing April 6, 2014     814,922    
Kabel Deutschland GmbH      
EUR 1,000,000     Term Loan, 6.91%, Maturing March 31, 2012     971,844    
Mediacom Broadband Group      
  1,989,873     Term Loan, 3.89%, Maturing January 31, 2015     1,447,633    
Orion Cable GmbH      
EUR 225,566     Term Loan, 7.69%, Maturing October 31, 2014     189,028    
EUR 225,566     Term Loan, 8.41%, Maturing October 31, 2015     189,028    
ProSiebenSat.1 Media AG      
EUR 9,415     Term Loan, 6.85%, Maturing June 26, 2015     6,529    
EUR 231,985     Term Loan, 6.85%, Maturing June 26, 2015     160,867    
EUR 61,836     Term Loan, 7.53%, Maturing March 2, 2015     19,703    
EUR 61,836     Term Loan, 7.78%, Maturing March 2, 2016     19,703    
UPC Broadband Holding B.V.      
EUR 1,150,000     Term Loan, 7.01%, Maturing October 16, 2011     977,155    
  1,550,000     Term Loan, 5.47%, Maturing December 31, 2014     1,112,125    
YPSO Holding SA      
EUR 496,137     Term Loan, 7.00%, Maturing July 28, 2014     312,224    
EUR 191,468     Term Loan, 7.00%, Maturing July 28, 2014     120,493    
EUR 312,395     Term Loan, 7.00%, Maturing July 28, 2014     196,593    
            $ 10,483,478    

 

See notes to financial statements
5



Eaton Vance Short Duration Diversified Income Fund as of October 31, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount*
 
Borrower/Tranche Description
 
Value
 
Chemicals and Plastics — 2.5%      
Brenntag Holding GmbH and Co.      
EUR 1,094,382     Term Loan, 12.14%, Maturing December 23, 2013   $ 899,674    
Celanese Holdings, LLC      
  994,949     Term Loan, 5.55%, Maturing April 2, 2014     808,752    
Cognis GmbH      
  400,000     Term Loan, 4.82%, Maturing September 15, 2013     254,667    
Foamex International, Inc.      
  211,265     Term Loan, 8.04%, Maturing February 12, 2013     97,710    
Georgia Gulf Corp.      
  186,599     Term Loan, 9.05%, Maturing October 3, 2013     149,466    
INEOS Group      
  1,230,602     Term Loan, 5.95%, Maturing December 14, 2013     685,035    
  1,230,602     Term Loan, 6.45%, Maturing December 14, 2014     673,755    
Innophos, Inc.      
  433,832     Term Loan, 6.76%, Maturing August 10, 2010     373,096    
Kleopatra      
  225,000     Term Loan, 6.82%, Maturing January 3, 2016     106,875    
EUR 200,000     Term Loan, 7.88%, Maturing January 3, 2016     130,641    
Kranton Polymers, LLC      
  628,454     Term Loan, 5.31%, Maturing May 12, 2013     486,005    
Lucite International Group Holdings      
  180,949     Term Loan, 5.37%, Maturing July 7, 2013     164,212    
  64,074     Term Loan, 5.37%, Maturing July 7, 2013     51,046    
MacDermid, Inc.      
EUR 400,909     Term Loan, 7.39%, Maturing April 12, 2014     355,130    
Millenium Inorganic Chemicals      
  300,000     Term Loan - Second Lien, 9.51%, Maturing
October 31, 2014
    162,000    
Propex Fabrics, Inc.      
  239,908     Term Loan, 8.00%, Maturing July 31, 2012     72,572    
Rockwood Specialties Group      
EUR 1,447,500     Term Loan, 6.23%, Maturing July 30, 2012     1,577,399    
            $ 7,048,035    
Clothing / Textiles — 0.1%      
Hanesbrands, Inc.      
  250,000     Term Loan - Second Lien, 7.27%, Maturing
January 13, 2016
  $ 195,833    
St. John Knits International, Inc.      
  115,533     Term Loan, 6.12%, Maturing March 23, 2012     96,470    
            $ 292,303    

 

Principal
Amount*
 
Borrower/Tranche Description
 
Value
 
Conglomerates — 1.5%      
Doncasters (Dunde HoldCo 4 Ltd.)      
  123,889     Term Loan, 4.85%, Maturing July 13, 2015   $ 92,298    
  123,889     Term Loan, 5.35%, Maturing July 13, 2015     92,298    
GBP 250,000     Term Loan - Second Lien, 9.77%, Maturing
January 13, 2016
    263,531    
ISS Holdings A/S      
EUR 122,807     Term Loan, 6.96%, Maturing December 31, 2013     104,088    
EUR 877,193     Term Loan, 6.96%, Maturing December 31, 2013     743,487    
Jarden Corp.      
  202,825     Term Loan, 5.51%, Maturing January 24, 2012     166,063    
  496,232     Term Loan, 6.26%, Maturing January 24, 2012     415,284    
Polymer Group, Inc.      
  1,209,155     Term Loan, 5.73%, Maturing November 22, 2012     961,279    
RGIS Holdings, LLC      
  846,429     Term Loan, 5.46%, Maturing April 30, 2014     581,215    
  42,321     Term Loan, 5.62%, Maturing April 30, 2014     29,061    
The Manitowoc Company, Inc.      
  250,000     Term Loan, Maturing August 21, 2014(11)     197,625    
US Investigations Services, Inc.      
  519,737     Term Loan, 5.95%, Maturing February 21, 2015     369,013    
Vertrue, Inc.      
  247,500     Term Loan, 6.77%, Maturing August 16, 2014     185,625    
            $ 4,200,867    
Containers and Glass Products — 1.7%      
Berry Plastics Corp.      
  538,028     Term Loan, 4.80%, Maturing April 3, 2015   $ 396,123    
Consolidated Container Co.      
  320,125     Term Loan, 5.75%, Maturing March 28, 2014     194,743    
Crown Americas, Inc.      
EUR 980,000     Term Loan, 6.87%, Maturing November 15, 2012     1,236,568    
JSG Acquisitions      
EUR 500,000     Term Loan, 6.96%, Maturing December 31, 2014     419,236    
EUR 500,000     Term Loan, 7.12%, Maturing December 31, 2014     419,236    
Pregis Corp.      
  970,000     Term Loan, 6.01%, Maturing October 12, 2012     873,000    
Smurfit-Stone Container Corp.      
  428,496     Term Loan, 3.83%, Maturing November 1, 2011     340,654    
  719,761     Term Loan, 4.88%, Maturing November 1, 2011     572,210    
  244,516     Term Loan, 4.90%, Maturing November 1, 2011     194,390    
            $ 4,646,160    

 

See notes to financial statements
6



Eaton Vance Short Duration Diversified Income Fund as of October 31, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount*
 
Borrower/Tranche Description
 
Value
 
Cosmetics / Toiletries — 0.2%      
Bausch & Lomb, Inc.      
  40,000     Term Loan, 4.71%, Maturing April 30, 2015(3)   $ 32,467    
  158,800     Term Loan, 7.01%, Maturing April 30, 2015     128,893    
Prestige Brands, Inc.      
  526,367     Term Loan, 5.82%, Maturing April 7, 2011     423,725    
            $ 585,085    
Drugs — 0.3%      
Pharmaceutical Holdings Corp.      
  116,826     Term Loan, 6.51%, Maturing January 30, 2012   $ 98,134    
Stiefel Laboratories, Inc.      
  152,903     Term Loan, 7.00%, Maturing December 28, 2013     124,616    
  199,906     Term Loan, 7.00%, Maturing December 28, 2013     162,924    
Warner Chilcott Corp.      
  156,933     Term Loan, 5.76%, Maturing January 18, 2012     129,705    
  418,254     Term Loan, 5.76%, Maturing January 18, 2012     345,687    
            $ 861,066    
Ecological Services and Equipment — 0.4%      
Big Dumpster Merger Sub, Inc.      
  96,794     Term Loan, 6.01%, Maturing February 5, 2013   $ 70,176    
Blue Waste B.V. (AVR Acquisition)      
EUR 500,000     Term Loan, 7.21%, Maturing April 1, 2015     505,040    
Sensus Metering Systems, Inc.      
  359,361     Term Loan, 4.92%, Maturing December 17, 2010     332,409    
Wastequip, Inc.      
  398,206     Term Loan, 6.01%, Maturing February 5, 2013     288,699    
            $ 1,196,324    
Electronics / Electrical — 1.6%      
Aspect Software, Inc.      
  448,500     Term Loan, 6.25%, Maturing July 11, 2011   $ 363,285    
  500,000     Term Loan - Second Lien, 10.00%, Maturing July 11, 2013     380,000    
Freescale Semiconductor, Inc.      
  1,203,563     Term Loan, 5.47%, Maturing December 1, 2013     823,438    
Infor Enterprise Solutions Holdings      
  740,600     Term Loan, 7.52%, Maturing July 28, 2012     468,429    
  386,400     Term Loan, 7.52%, Maturing July 28, 2012     244,398    
  250,000     Term Loan - Second Lien, 9.26%, Maturing March 2, 2014     80,000    
  91,667     Term Loan - Second Lien, 10.01%, Maturing March 2, 2014     29,333    
  158,333     Term Loan - Second Lien, 10.01%, Maturing March 2, 2014     51,062    
Network Solutions, LLC      
  195,101     Term Loan, 5.95%, Maturing March 7, 2014     112,183    

 

Principal
Amount*
 
Borrower/Tranche Description
 
Value
 
Electronics / Electrical (continued)      
Open Solutions, Inc.      
  320,182     Term Loan, 5.96%, Maturing January 23, 2014   $ 176,100    
Sensata Technologies Finance Co.      
  984,887     Term Loan, 5.26%, Maturing April 27, 2013     636,237    
Spectrum Brands, Inc.      
  16,486     Term Loan, 3.57%, Maturing March 30, 2013     11,314    
  325,662     Term Loan, 7.58%, Maturing March 30, 2013     223,486    
SS&C Technologies, Inc.      
  386,420     Term Loan, 5.77%, Maturing November 23, 2012     294,645    
Vertafore, Inc.      
  488,843     Term Loan, 5.31%, Maturing January 31, 2012     397,185    
  275,000     Term Loan - Second Lien, 8.81%, Maturing
January 31, 2013
    188,375    
            $ 4,479,470    
Equipment Leasing — 0.1%      
AWAS Capital, Inc.      
  555,140     Term Loan - Second Lien, 9.25%, Maturing March 22, 2013   $ 319,206    
            $ 319,206    
Farming / Agriculture — 0.1%      
BF Bolthouse HoldCo, LLC      
  375,000     Term Loan - Second Lien, 9.26%, Maturing
December 16, 2013
  $ 285,000    
            $ 285,000    
Financial Intermediaries — 0.3%      
Jupiter Asset Management Group      
GBP 220,143     Term Loan, 7.89%, Maturing June 30, 2015   $ 267,486    
LPL Holdings, Inc.      
  496,222     Term Loan, 5.51%, Maturing December 18, 2014     396,977    
Travelex America Holdings, Inc.      
  125,000     Term Loan, 5.93%, Maturing October 31, 2013     98,125    
  125,000     Term Loan, 6.43%, Maturing October 31, 2014     98,125    
            $ 860,713    
Food Products — 1.9%      
Acosta, Inc.      
  610,938     Term Loan, 5.37%, Maturing July 28, 2013   $ 450,566    
Advantage Sales & Marketing, Inc.      
  987,702     Term Loan, 5.20%, Maturing March 29, 2013     693,861    
American Seafoods Group, LLC      
  683,900     Term Loan, 5.01%, Maturing September 30, 2011     629,188    

 

See notes to financial statements
7



Eaton Vance Short Duration Diversified Income Fund as of October 31, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount*
 
Borrower/Tranche Description
 
Value
 
Food Products (continued)      
Black Lion Beverages III B.V.      
EUR 1,000,000     Term Loan - Second Lien, 9.49%, Maturing
January 24, 2016
  $ 775,351    
Charden International B.V.      
EUR 242,629     Term Loan, 7.80%, Maturing March 14, 2014     254,094    
EUR 242,629     Term Loan, 8.30%, Maturing March 14, 2015     254,094    
Michael Foods, Inc.      
  197,824     Term Loan, 4.87%, Maturing November 21, 2010     175,074    
Pinnacle Foods Finance, LLC      
  1,061,563     Term Loan, 6.76%, Maturing April 2, 2014     770,694    
Reddy Ice Group, Inc.      
  925,000     Term Loan, 6.50%, Maturing August 9, 2012     691,437    
Ruby Acquisitions, Ltd.      
GBP 385,043     Term Loan, 8.84%, Maturing January 5, 2015     480,243    
Wrigley Company      
  257,699     Term Loan, 7.75%, Maturing October 6, 2014     244,879    
            $ 5,419,481    
Food Service — 0.9%      
Aramark Corp.      
GBP 540,375     Term Loan, 8.38%, Maturing January 27, 2014   $ 695,722    
Buffets, Inc.      
  127,599     Term Loan, 10.42%, Maturing January 22, 2009     39,556    
  12,713     Term Loan, 10.42%, Maturing January 22, 2009     3,941    
  258,662     DIP Loan, 12.25%, Maturing January 22, 2009     259,955    
  39,458     Term Loan, 3.66%, Maturing May 1, 2013     11,640    
  265,418     Term Loan, 10.42%, Maturing November 1, 2013     78,298    
Denny's, Inc.      
  37,000     Term Loan, 3.70%, Maturing March 31, 2012     29,415    
  136,652     Term Loan, 4.75%, Maturing March 31, 2012     108,639    
JRD Holdings, Inc.      
  615,856     Term Loan, 5.75%, Maturing June 26, 2014     468,051    
OSI Restaurant Partners, LLC      
  18,797     Term Loan, 2.64%, Maturing May 9, 2013     9,884    
  220,644     Term Loan, 5.25%, Maturing May 9, 2014     116,022    
QCE Finance, LLC      
  275,000     Term Loan - Second Lien, 9.51%, Maturing
November 5, 2013
    162,937    
Selecta      
EUR 741,246     Term Loan, 7.50%, Maturing June 28, 2015     632,986    
            $ 2,617,046    

 

Principal
Amount*
 
Borrower/Tranche Description
 
Value
 
Food / Drug Retailers — 0.8%      
General Nutrition Centers, Inc.      
  791,722     Term Loan, 6.14%, Maturing September 16, 2013   $ 548,927    
Iceland Foods Group, Ltd.      
GBP 250,000     Term Loan, 7.61%, Maturing May 2, 2014     349,028    
GBP 250,000     Term Loan, 8.61%, Maturing May 2, 2015     349,028    
Roundy's Supermarkets, Inc.      
  1,173,829     Term Loan, 5.38%, Maturing November 3, 2011     953,736    
            $ 2,200,719    
Forest Products — 1.0%      
Georgia-Pacific Corp.      
  2,870,154     Term Loan, 5.37%, Maturing December 20, 2012   $ 2,390,999    
Newpage Corp.      
  372,188     Term Loan, 7.00%, Maturing December 5, 2014     303,865    
            $ 2,694,864    
Healthcare — 4.0%      
Accellent, Inc.      
  1,005,544     Term Loan, 5.31%, Maturing November 22, 2012   $ 693,825    
American Medical Systems      
  314,249     Term Loan, 5.44%, Maturing July 20, 2012     270,254    
AMR HoldCo, Inc.      
  317,769     Term Loan, 4.82%, Maturing February 10, 2012     282,814    
Biomet, Inc.      
  767,250     Term Loan, 6.76%, Maturing December 26, 2014     669,617    
EUR 346,500     Term Loan, 8.14%, Maturing December 26, 2014     378,699    
Cardinal Health 409, Inc.      
  419,688     Term Loan, 6.01%, Maturing April 10, 2014     271,748    
Carestream Health, Inc.      
  941,635     Term Loan, 5.43%, Maturing April 30, 2013     619,909    
Carl Zeiss Vision Holding GmbH      
  400,000     Term Loan, 5.62%, Maturing March 23, 2015     228,667    
Community Health Systems, Inc.      
  82,401     Term Loan, 0.00%, Maturing July 25, 2014(3)     66,240    
  1,610,482     Term Loan, 5.16%, Maturing July 25, 2014     1,294,627    
Dako EQT Project Delphi      
  250,000     Term Loan - Second Lien, 7.63%, Maturing
December 12, 2016
    100,000    
DJO Finance, LLC      
  198,500     Term Loan, 6.74%, Maturing May 15, 2014     151,852    
HCA, Inc.      
  1,918,387     Term Loan, 6.01%, Maturing November 18, 2013     1,587,945    
Health Management Association, Inc.      
  1,056,547     Term Loan, 5.51%, Maturing February 28, 2014     744,866    

 

See notes to financial statements
8



Eaton Vance Short Duration Diversified Income Fund as of October 31, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount*
 
Borrower/Tranche Description
 
Value
 
Healthcare (continued)      
IM U.S. Holdings, LLC      
  320,938     Term Loan, 5.16%, Maturing June 26, 2014   $ 236,959    
Invacare Corp.      
  193,200     Term Loan, 5.60%, Maturing February 12, 2013     165,186    
MultiPlan Merger Corp.      
  461,972     Term Loan, 5.63%, Maturing April 12, 2013     363,803    
National Mentor Holdings, Inc.      
  16,800     Term Loan, 2.44%, Maturing June 29, 2013     14,196    
  276,828     Term Loan, 5.77%, Maturing June 29, 2013     233,920    
Nyco Holdings      
EUR 307,765     Term Loan, 7.42%, Maturing December 29, 2014     214,519    
EUR 307,765     Term Loan, 8.17%, Maturing December 29, 2015     214,519    
P&F Capital S.A.R.L.      
EUR 206,748     Term Loan, 7.63%, Maturing February 21, 2014     221,349    
EUR 64,291     Term Loan, 7.63%, Maturing February 21, 2014     68,831    
EUR 123,769     Term Loan, 7.63%, Maturing February 21, 2014     132,510    
EUR 99,350     Term Loan, 7.63%, Maturing February 21, 2014     106,367    
EUR 93,422     Term Loan, 8.13%, Maturing February 21, 2015     100,169    
EUR 34,708     Term Loan, 8.13%, Maturing February 21, 2015     37,214    
EUR 72,073     Term Loan, 8.13%, Maturing February 21, 2015     77,278    
EUR 293,557     Term Loan, 8.13%, Maturing February 21, 2015     314,756    
ReAble Therapeutics Finance, LLC      
  447,325     Term Loan, 5.76%, Maturing November 16, 2013     337,730    
Select Medical Corp.      
  494,975     Term Loan, 5.72%, Maturing February 24, 2012     381,131    
Select Medical Holdings Corp.      
  482,500     Term Loan, 4.91%, Maturing February 24, 2012     371,525    
Viant Holdings, Inc.      
  494,987     Term Loan, 6.02%, Maturing June 25, 2014     294,518    
            $ 11,247,543    
Home Furnishings — 0.4%      
Interline Brands, Inc.      
  276,250     Term Loan, 4.75%, Maturing June 23, 2013   $ 212,712    
  191,304     Term Loan, 4.75%, Maturing June 23, 2013     147,304    
Oreck Corp.      
  444,874     Term Loan, 5.61%, Maturing February 2, 2012(2)     173,946    
Simmons Co.      
  806,601     Term Loan, 5.44%, Maturing December 19, 2011     572,687    
            $ 1,106,649    
Industrial Equipment — 1.3%      
Brand Energy and Infrastructure Services, Inc.      
  198,000     Term Loan, 6.96%, Maturing February 7, 2014   $ 155,430    

 

Principal
Amount*
 
Borrower/Tranche Description
 
Value
 
Industrial Equipment (continued)      
CEVA Group PLC U.S.      
  758,358     Term Loan, 6.17%, Maturing November 4, 2013   $ 608,582    
  265,066     Term Loan, 6.75%, Maturing November 4, 2013     212,715    
  262,114     Term Loan, 6.76%, Maturing January 4, 2014     210,347    
EPD Holdings (Goodyear Engineering Products)      
  86,844     Term Loan, 5.50%, Maturing July 13, 2014     62,962    
  606,375     Term Loan, 5.50%, Maturing July 13, 2014     439,622    
  200,000     Term Loan - Second Lien, 8.75%, Maturing April 30, 2014     116,000    
Generac Acquisition Corp.      
  367,146     Term Loan, 6.65%, Maturing November 7, 2013     231,914    
Gleason Corp.      
  20,089     Term Loan, 5.22%, Maturing June 30, 2013     17,176    
  174,893     Term Loan, 5.22%, Maturing June 30, 2013     149,534    
John Maneely Co.      
  534,636     Term Loan, 7.66%, Maturing December 8, 2013     394,294    
Polypore, Inc.      
  839,375     Term Loan, 5.39%, Maturing July 3, 2014     654,712    
Sequa Corp.      
  397,522     Term Loan, 6.38%, Maturing November 30, 2014     298,638    
TFS Acquisition Corp.      
  220,500     Term Loan, 7.26%, Maturing August 11, 2013     205,065    
            $ 3,756,991    
Insurance — 0.9%      
CCC Information Services Group, Inc.      
  568,938     Term Loan, 6.02%, Maturing February 10, 2013   $ 457,995    
Conseco, Inc.      
  784,017     Term Loan, 5.00%, Maturing October 10, 2013     519,411    
Crawford & Company      
  349,143     Term Loan, 6.52%, Maturing October 31, 2013     303,754    
Crump Group, Inc.      
  240,333     Term Loan, 6.71%, Maturing August 4, 2014     179,048    
Getty Images, Inc.      
  475,000     Term Loan, 8.05%, Maturing July 2, 2015     432,487    
Hub International Holdings, Inc.      
  131,469     Term Loan, 6.26%, Maturing June 13, 2014     90,714    
  584,916     Term Loan, 6.26%, Maturing June 13, 2014     403,592    
U.S.I. Holdings Corp.      
  222,187     Term Loan, 6.52%, Maturing May 4, 2014     161,641    
            $ 2,548,642    
Leisure Goods / Activities / Movies — 2.5%      
24 Hour Fitness Worldwide, Inc.      
  394,875     Term Loan, 6.18%, Maturing June 8, 2012   $ 294,182    

 

See notes to financial statements
9



Eaton Vance Short Duration Diversified Income Fund as of October 31, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount*
 
Borrower/Tranche Description
 
Value
 
Leisure Goods / Activities / Movies (continued)      
AMC Entertainment, Inc.      
  1,989,770     Term Loan, 5.01%, Maturing January 26, 2013   $ 1,525,905    
Bombardier Recreational Products      
  524,051     Term Loan, 6.16%, Maturing June 28, 2013     362,905    
Metro-Goldwyn-Mayer Holdings, Inc.      
  1,614,692     Term Loan, 7.01%, Maturing April 8, 2012     816,429    
National CineMedia, LLC      
  725,000     Term Loan, 4.57%, Maturing February 13, 2015     505,084    
Regal Cinemas Corp.      
  1,989,848     Term Loan, 5.26%, Maturing November 10, 2010     1,504,546    
Revolution Studios Distribution Co., LLC      
  305,861     Term Loan, 6.87%, Maturing December 21, 2014     253,865    
  225,000     Term Loan, 10.12%, Maturing June 21, 2015     159,750    
Six Flags Theme Parks, Inc.      
  839,375     Term Loan, 5.69%, Maturing April 30, 2015     549,791    
Universal City Development Partners, Ltd.      
  925,455     Term Loan, 6.68%, Maturing June 9, 2011     795,891    
Zuffa, LLC      
  493,750     Term Loan, 5.81%, Maturing June 20, 2016     308,594    
            $ 7,076,942    
Lodging and Casinos — 1.4%      
Harrah's Operating Co.      
  1,990,000     Term Loan, 6.45%, Maturing January 28, 2015   $ 1,365,994    
  497,500     Term Loan, 6.54%, Maturing January 28, 2015     342,377    
Herbst Gaming, Inc.      
  994,937     Term Loan, 10.50%, Maturing December 2, 2011     552,190    
Isle of Capri Casinos, Inc.      
  566,360     Term Loan, 5.51%, Maturing November 30, 2013     384,181    
  170,769     Term Loan, 5.51%, Maturing November 30, 2013     115,838    
  226,544     Term Loan, 5.51%, Maturing November 30, 2013     153,673    
New World Gaming Partners, Ltd.      
  289,479     Term Loan, 6.26%, Maturing June 30, 2014     144,740    
  58,333     Term Loan, 6.55%, Maturing June 30, 2014     29,167    
Venetian Casino Resort, LLC      
  167,647     Term Loan, 5.52%, Maturing May 14, 2014     96,439    
  829,832     Term Loan, 5.52%, Maturing May 23, 2014     477,361    
VML US Finance, LLC      
  133,333     Term Loan, 6.02%, Maturing May 25, 2012     85,667    
  266,667     Term Loan, 6.02%, Maturing May 25, 2013     171,333    
            $ 3,918,960    

 

Principal
Amount*
 
Borrower/Tranche Description
 
Value
 
Nonferrous Metals / Minerals — 0.4%      
Euramax International, Inc.      
  167,105     Term Loan - Second Lien, 11.00%, Maturing June 28, 2013   $ 79,375    
  82,895     Term Loan - Second Lien, 11.00%, Maturing June 28, 2013     39,375    
Murray Energy Corp.      
  723,750     Term Loan, 6.94%, Maturing January 28, 2010     629,662    
Noranda Aluminum Acquisition      
  523,439     Term Loan, 4.81%, Maturing May 18, 2014     418,751    
            $ 1,167,163    
Oil and Gas — 0.2%      
Dresser, Inc.      
  300,000     Term Loan - Second Lien, 8.56%, Maturing May 4, 2015   $ 185,500    
Enterprise GP Holdings, L.P.      
  300,000     Term Loan, 6.68%, Maturing October 31, 2014     253,500    
Targa Resources, Inc.      
  87,903     Term Loan, 3.64%, Maturing October 31, 2012     67,158    
  229,912     Term Loan, 5.97%, Maturing October 31, 2012     175,653    
            $ 681,811    
Publishing — 4.2%      
American Media Operations, Inc.      
  976,936     Term Loan, 7.56%, Maturing January 31, 2013   $ 656,989    
CanWest MediaWorks, Ltd.      
  222,187     Term Loan, 4.81%, Maturing July 10, 2014     158,864    
GateHouse Media Operating, Inc.      
  375,000     Term Loan, 4.81%, Maturing August 28, 2014     92,500    
  175,000     Term Loan, 4.98%, Maturing August 28, 2014     43,167    
Idearc, Inc.      
  2,805,062     Term Loan, 5.74%, Maturing November 17, 2014     1,210,853    
Laureate Education, Inc.      
  59,434     Term Loan, 7.00%, Maturing August 17, 2014     42,495    
  397,171     Term Loan, 7.00%, Maturing August 17, 2014     283,977    
MediaNews Group, Inc.      
  198,790     Term Loan, 7.07%, Maturing August 2, 2013     104,365    
Mediannuaire Holding      
EUR 242,204     Term Loan, 7.38%, Maturing October 10, 2014     137,629    
EUR 242,204     Term Loan, 7.88%, Maturing October 10, 2015     137,629    
Nebraska Book Co., Inc.      
  718,139     Term Loan, 6.38%, Maturing March 4, 2011     524,241    
Nielsen Finance, LLC      
  1,465,069     Term Loan, 4.80%, Maturing August 9, 2013     1,068,035    
Philadelphia Newspapers, LLC      
  212,423     Term Loan, 7.25%, Maturing June 29, 2013     63,727    

 

See notes to financial statements
10



Eaton Vance Short Duration Diversified Income Fund as of October 31, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount*
 
Borrower/Tranche Description
 
Value
 
Publishing (continued)      
R.H. Donnelley Corp.      
  974,032     Term Loan, 6.85%, Maturing June 30, 2010   $ 618,713    
Reader's Digest Association, Inc. (The)      
  911,125     Term Loan, 5.23%, Maturing March 3, 2014     464,674    
Seat Pagine Gialle SpA      
EUR 1,574,725     Term Loan, 4.61%, Maturing May 25, 2012     1,372,833    
TL Acquisitions, Inc.      
  497,487     Term Loan, 5.62%, Maturing July 5, 2014     373,392    
Trader Media Corp.      
GBP 437,625     Term Loan, 8.26%, Maturing March 23, 2015     364,471    
Tribune Co.      
  179,200     Term Loan, 7.08%, Maturing June 4, 2009     141,030    
  790,000     Term Loan, 6.00%, Maturing May 17, 2014     354,710    
World Directories Acquisition      
EUR 877,676     Term Loan, 6.72%, Maturing May 31, 2014     682,371    
Xsys US, Inc.      
EUR 1,000,000     Term Loan, 7.54%, Maturing September 27, 2014     809,339    
YBR Acquisition BV      
EUR 450,000     Term Loan, 7.01%, Maturing June 30, 2013     441,632    
EUR 450,000     Term Loan, 7.51%, Maturing June 30, 2014     442,269    
Yell Group, PLC      
  2,000,000     Term Loan, 6.12%, Maturing February 10, 2013     1,380,000    
            $ 11,969,905    
Radio and Television — 1.6%      
Block Communications, Inc.      
  267,438     Term Loan, 5.27%, Maturing December 22, 2011   $ 215,287    
CMP KC, LLC      
  483,094     Term Loan, 7.81%, Maturing May 5, 2013     314,108    
NEP II, Inc.      
  172,373     Term Loan, 6.01%, Maturing February 16, 2014     126,694    
Nexstar Broadcasting, Inc.      
  382,226     Term Loan, 5.51%, Maturing October 1, 2012     265,647    
  361,707     Term Loan, 5.51%, Maturing October 1, 2012     251,387    
PanAmSat Corp.      
  228,713     Term Loan, 6.65%, Maturing January 3, 2014     189,832    
  228,644     Term Loan, 6.65%, Maturing January 3, 2014     189,774    
  228,644     Term Loan, 6.65%, Maturing January 3, 2014     189,774    
Paxson Communications Corp.      
  850,000     Term Loan, 8.00%, Maturing January 15, 2012     471,750    
SFX Entertainment      
  343,484     Term Loan, 7.02%, Maturing June 21, 2013     276,505    
Tyrol Acquisition 2 SAS      
EUR 250,000     Term Loan, 6.50%, Maturing January 19, 2015     194,369    
EUR 250,000     Term Loan, 7.40%, Maturing January 19, 2016     194,369    

 

Principal
Amount*
 
Borrower/Tranche Description
 
Value
 
Radio and Television (continued)      
Univision Communications, Inc.      
  154,100     Term Loan - Second Lien, 5.50%, Maturing March 29, 2009   $ 135,223    
  2,024,990     Term Loan, 5.25%, Maturing September 29, 2014     1,100,582    
Young Broadcasting, Inc.      
  241,875     Term Loan, 6.30%, Maturing November 3, 2012     159,940    
  487,500     Term Loan, 6.56%, Maturing November 3, 2012     322,359    
            $ 4,597,600    
Rail Industries — 0.1%      
Rail America, Inc.      
  27,360     Term Loan, 7.88%, Maturing August 14, 2009   $ 24,487    
  422,640     Term Loan, 7.88%, Maturing August 13, 2010     378,263    
            $ 402,750    
Retailers (Except Food and Drug) — 0.8%      
American Achievement Corp.      
  305,810     Term Loan, 5.07%, Maturing March 25, 2011   $ 275,229    
Josten's Corp.      
  375,045     Term Loan, 5.17%, Maturing October 4, 2011     312,694    
Neiman Marcus Group, Inc.      
  205,696     Term Loan, 4.57%, Maturing April 5, 2013     156,393    
Orbitz Worldwide, Inc.      
  311,850     Term Loan, 6.39%, Maturing July 25, 2014     200,364    
Oriental Trading Co., Inc.      
  300,000     Term Loan - Second Lien, 9.12%, Maturing
January 31, 2013
    125,000    
  452,727     Term Loan, 5.25%, Maturing July 31, 2013     277,861    
Rent-A-Center, Inc.      
  258,415     Term Loan, 4.95%, Maturing November 15, 2012     209,316    
Rover Acquisition Corp.      
  417,563     Term Loan, 5.74%, Maturing October 26, 2013     314,425    
Savers, Inc.      
  100,736     Term Loan, 5.75%, Maturing August 11, 2012     79,581    
  110,204     Term Loan, 5.75%, Maturing August 11, 2012     87,061    
The Yankee Candle Company, Inc.      
  184,654     Term Loan, 5.76%, Maturing February 6, 2014     124,641    
            $ 2,162,565    
Steel — 0.3%      
Algoma Acquisition Corp.      
  706,822     Term Loan, 6.00%, Maturing June 20, 2013   $ 572,526    
Niagara Corp.      
  296,250     Term Loan, 8.50%, Maturing June 29, 2014     204,413    
            $ 776,939    

 

See notes to financial statements
11



Eaton Vance Short Duration Diversified Income Fund as of October 31, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount*
 
Borrower/Tranche Description
 
Value
 
Surface Transport — 0.1%      
Swift Transportation Co., Inc.      
  501,163     Term Loan, 6.06%, Maturing May 10, 2014   $ 290,674    
            $ 290,674    
Telecommunications — 1.7%      
Alltell Communication      
  496,241     Term Loan, 5.32%, Maturing May 16, 2014   $ 473,662    
  767,250     Term Loan, 5.50%, Maturing May 16, 2015     734,402    
Asurion Corp.      
  425,000     Term Loan, 6.06%, Maturing July 13, 2012     318,042    
  250,000     Term Loan - Second Lien, 10.84%, Maturing
January 13, 2013
    168,333    
BCM Luxembourg, Ltd.      
EUR 375,000     Term Loan, 6.38%, Maturing September 30, 2014     304,830    
EUR 375,000     Term Loan, 6.63%, Maturing September 30, 2015     304,830    
EUR 500,000     Term Loan - Second Lien, 8.75%, Maturing
March 31, 2016
    331,383    
CommScope, Inc.      
  497,494     Term Loan, 6.10%, Maturing November 19, 2014     383,070    
Intelsat Subsidiary Holding Co.      
  294,000     Term Loan, 6.65%, Maturing July 3, 2013     243,653    
IPC Systems, Inc.      
GBP 296,250     Term Loan, 8.56%, Maturing May 31, 2014     238,385    
Macquarie UK Broadcast Ventures, Ltd.      
GBP 219,163     Term Loan, 7.67%, Maturing December 1, 2014     276,436    
Stratos Global Corp.      
  305,500     Term Loan, 6.26%, Maturing February 13, 2012     252,038    
Windstream Corp.      
  866,637     Term Loan, 6.05%, Maturing July 17, 2013     757,549    
            $ 4,786,613    
Utilities — 1.7%      
AEI Finance Holding, LLC      
  75,414     Revolving Loan, 6.76%, Maturing March 30, 2012   $ 50,151    
  543,845     Term Loan, 6.76%, Maturing March 30, 2014     361,657    
Astoria Generating Co.      
  375,000     Term Loan - Second Lien, 6.96%, Maturing
August 23, 2013
    291,563    
BRSP, LLC      
  498,382     Term Loan, 5.86%, Maturing July 13, 2009     356,044    
Calpine Corp.      
  246,264     DIP Loan, 6.65%, Maturing March 30, 2009     198,155    
Mirant North America, LLC      
  993,671     Term Loan, 4.87%, Maturing January 3, 2013     828,296    

 

Principal
Amount*
 
Borrower/Tranche Description
 
Value
 
Utilities (continued)      
NRG Energy, Inc.      
  556,432     Term Loan, 5.26%, Maturing June 1, 2014   $ 484,559    
  1,132,506     Term Loan, 5.26%, Maturing June 1, 2014     986,223    
TXU Texas Competitive Electric Holdings Co., LLC      
  1,215,237     Term Loan, 6.44%, Maturing October 10, 2014     948,797    
  222,750     Term Loan, 6.66%, Maturing October 10, 2014     174,735    
            $ 4,680,180    
Total Senior Floating-Rate Interests
(identified cost $189,597,776)
  $ 135,134,230    
Mortgage-Backed Securities — 62.2%      
Collateralized Mortgage Obligations — 9.8%      
Principal
Amount
(000's omitted)
  Security   Value  
Federal Home Loan Mortgage Corp.:      
$ 7,386     Series 2113, Class QG, 6.00%, 1/15/29   $ 7,221,424    
  3,679     Series 2167, Class BZ, 7.00%, 6/15/29     3,778,262    
  4,619     Series 2182, Class ZB, 8.00%, 9/15/29     4,881,789    
Federal National Mortgage Association:      
  263     Series 1989-89, Class H, 9.00%, 11/25/19     286,369    
  561     Series 1991-122, Class N, 7.50%, 9/25/21     588,786    
  5,178     Series 1993-84, Class M, 7.50%, 6/25/23     5,410,110    
  1,494     Series 1997-28, Class ZA, 7.50%, 4/20/27     1,558,312    
  1,378     Series 1997-38, Class N, 8.00%, 5/20/27     1,457,804    
  2,456     Series G-33, Class PT, 7.00%, 10/25/21     2,558,600    
Total Collateralized Mortgage Obligations
(identified cost $27,765,637)
  $ 27,741,456    
Mortgage Pass-Throughs — 52.4%      
Principal
Amount
(000's omitted)
  Security   Value  
Federal Home Loan Mortgage Corp.:      
$ 13,371     5.00%, with maturity at 2019   $ 13,160,370    
  12,034     6.00%, with various maturities to 2029     12,152,408    
  2,594     6.15%, with maturity at 2027     2,635,888    
  6,892     6.50%, with maturity at 2019     7,176,007    
  5,104     7.00%, with various maturities to 2013     5,242,071    
  4,467     7.50%, with maturity at 2024     4,749,994    

 

See notes to financial statements
12



Eaton Vance Short Duration Diversified Income Fund as of October 31, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount
(000's omitted)
  Security   Value  
Mortgage Pass-Throughs (continued)      
$ 6,676     8.00%, with various maturities to 2031   $ 7,183,103    
  6,829     8.50%, with various maturities to 2031     7,488,269    
  639     9.00%, with maturity at 2031     704,643    
  638     9.50%, with various maturities to 2022     699,693    
  1,501     11.50%, with maturity at 2019(4)     1,675,128    
            $ 62,867,574    
Federal National Mortgage Association:      
$ 11,438     5.00%, with maturity at 2013   $ 11,546,610    
  3,101     5.50%, with maturity at 2029     3,068,203    
  3,711     6.321%, with maturity at 2032(5)     3,802,995    
  8,573     6.50%, with maturity at 2018     8,765,986    
  8,368     7.00%, with various maturities to 2032     8,710,435    
  15,846     7.50%, with various maturities to 2031     16,824,532    
  4,858     8.00%, with various maturities to 2029     5,217,617    
  905     8.50%, with maturity at 2027     969,806    
  2,108     9.00%, with various maturities to 2029     2,336,997    
  293     9.50%, with maturity at 2014     307,684    
  1,974     10.00%, with various maturities to 2031(4)     2,255,770    
            $ 63,806,635    
Government National Mortgage Association:      
$ 7,334     7.50%, with maturity at 2025   $ 7,805,917    
  7,172     8.00%, with various maturities to 2027     7,776,172    
  3,768     9.00%, with maturity at 2026     4,206,653    
  694     9.50%, with maturity at 2025     780,145    
  844     11.00%, with maturity at 2018     955,568    
            $ 21,524,455    
Total Mortgage Pass-Throughs
(identified cost $148,022,332)
  $ 148,198,664    
Total Mortgage-Backed Securities
(identified cost $175,787,969)
  $ 175,940,120    
Asset Backed Securities — 0.1%      
Principal
Amount
(000's omitted)
  Security   Value  
$ 500     Centurion CDO 9 Ltd., Series 2005-9A, Class D1,
9.30%, 7/17/19(5)(6)
  $ 152,700    
Total Asset Backed Securities
(identified cost $500,000)
  $ 152,700    

 

Corporate Bonds & Notes — 1.2%      
Principal
Amount
(000's omitted)
  Security   Value  
Building and Development — 0.1%      
Grohe Holding, Variable Rate      
EUR 500     8.193%, 1/15/14   $ 353,688    
            $ 353,688    
Cable and Satellite Television — 0.7%      
Iesy Hessen & ISH NRW, Variable Rate      
EUR 2,000     7.702%, 4/15/13   $ 1,937,316    
            $ 1,937,316    
Commercial Banks — 0.3%      
Kazkommerts International BV      
$ 2,000     7.875%, 4/7/14   $ 917,820    
            $ 917,820    
Telecommunications — 0.1%      
Qwest Corp., Sr. Notes, Variable Rate      
$ 200     6.069%, 6/15/13   $ 146,000    
            $ 146,000    
Total Corporate Bonds & Notes
(identified cost $4,907,079)
  $ 3,354,824    
Foreign Government Securities — 5.9%  
Principal
Amount
(000's omitted)
  Security   Value  
Ghanaian Government Bond      
GHS 730     13.69%, 3/15/10(2)   $ 575,007    
GHS 320     13.50%, 3/30/10(2)     250,841    
GHS 1,300     13.67%, 6/11/12(2)     909,501    
JP Morgan Chilean Inflation Linked Note      
$ 2,365     3.8%, 11/17/15(7)     1,940,396    
Indonesia Government      
IDR 20,911,000     11.00%, 12/15/12     1,583,193    
IDR 18,100,000     9.00%, 9/15/18     1,014,181    
Ivory Coast      
$ 562     0.00%, 3/31/28     187,339    
Kenyan Treasury Bond      
KES 4,050     9.50%, 3/23/09     51,086    

 

See notes to financial statements
13



Eaton Vance Short Duration Diversified Income Fund as of October 31, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Principal
Amount
(000's omitted)
  Security   Value  
Letra Tesouro Nacional      
BRL 86     0.00%, 1/1/09   $ 38,844    
Nota Do Tesouro Nacional      
BRL 2,749     6.00%, 5/15/15(8)     1,046,224    
Republic of Ecuador      
$ 187     10.00%, 8/15/30     55,165    
Republic of Georgia      
$ 7,551     7.50%, 4/15/13     5,436,720    
Republic of Indonesia      
$ 600     6.875%, 1/17/18     393,413    
Republic of Nigeria      
NGN 119,000     17.00%, 12/16/08     1,020,842    
NGN 39,700     12.00%, 4/28/09     341,717    
Republic of Sri Lanka      
LKR 38,900     11.50%, 11/1/08     353,010    
Republic of Turkey      
$ 187     6.875%, 3/17/36     128,095    
Republic of Uruguay      
UYU 44,943     5.00%, 9/14/18(9)     1,270,954    
$ 187     7.875%, 1/15/33     117,857    
Total Foreign Government Securities
(identified cost $20,147,378)
  $ 16,714,385    

 

Currency Options Purchased — 0.1%  
Description   Principal
Amount of Contracts
(000's omitted)
  Strike
Price
  Expiration
Date
  Value  
Euro Put Option   EUR 300       1.3195     11/13/08   $ 17,509    
Euro Put Option   EUR 300       1.3540     11/26/08     27,748    
Euro Put Option   EUR 300       1.3506     12/11/08     28,559    
Euro Put Option   EUR 300       1.3270     1/8/09     25,795    
Euro Put Option   EUR 300       1.3375     2/12/09     30,218    
Euro Put Option   EUR 300       1.3705     4/8/09     39,177    
Euro Put Option   EUR 300       1.3745     5/13/09     41,150    
South Korean Won
Call Option
  KRW 1,831,000       915.5     6/2/09     45,610    
Total Currency Options Purchased
(identified cost $140,949)
  $ 255,766    

 

Short-Term Investments — 4.9%  
Foreign Government Securities — 2.4%  
Principal
Amount
(000's omitted)
  Security   Value  
Central Bank of Iceland(5)   
ISK 100,000     17.75%, 3/25/09   $ 660,438    

 

Principal
Amount
(000's omitted)
  Security   Value  
Nigerian Treasury Bill  
NGN 13,500     0.00%, 7/2/09   $ 107,951    
NGN 49,042     0.00%, 9/3/09     385,839    
Republic of Iceland  
ISK 850,933     8.50%, 12/12/08     5,569,164    
Total Foreign Government Securities
(identified cost $12,355,403)
  $ 6,723,392    
Other Securities — 2.5%  
Description   Interest/Principal
(000's omitted)
  Value  
Cash Management Portfolio, 1.90%(10)   $ 6,205     $ 6,204,656    
State Street Bank and Trust Time Deposit,  
0.50%, 11/3/08
    900       900,000    
Total Other Securities
(identified cost $7,104,656)
  $ 7,104,656    
Total Short-Term Investments
(identified cost $19,460,059)
  $ 13,828,048    
Gross Investments — 122.2%
(identified cost $410,541,210)
  $ 345,380,073    
Less Unfunded Loan
Commitments — (0.0)%
  $ (98,398 )  
Net Investments — 122.2%
(identified cost $410,442,812)
  $ 345,281,675    
Other Assets, Less Liabilities — (22.2)%   $ (62,546,670 )  
Net Assets Applicable to
Common Shares — 100.0%
  $ 282,735,005    

 

BRL - Brazilian Real

EUR - Euro

GBP - British Pound Sterling

GHS - Ghanaian Cedi

IDR - Indonesian Rupiah

ISK - Icelandic Krona

KES - Kenyan Shilling

KRW - South Korean Won

LKR - Sri Lankan Rupee

See notes to financial statements
14



Eaton Vance Short Duration Diversified Income Fund as of October 31, 2008

PORTFOLIO OF INVESTMENTS CONT'D

NGN - Nigerian Naira

UYU - Uruguayan Peso

*  In U.S. dollars unless otherwise indicated.

DIP - Debtor in Possession

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

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

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

(4)  Security (or a portion thereof) has been segregated to cover margin requirements on open financial futures contracts.

(5)  Adjustable rate security. Rate shown is the rate at October 31, 2008.

(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 October 31, 2008, the aggregate value of the securities is $152,700 or 0.1% of the Fund's net assets.

(7)  Bond pays a coupon of 3.8% on the face at the end of the payment period. Principal is adjusted based on changes in the Chilean UF (Unidad de Fomento) Rate. The original face is $2,000,000 and the current face is $2,365,124.

(8)  Bond pays a coupon of 6% on the face at the end of the payment period. Principal is adjusted based on the ICPA (Amplified Consumer Price Index) as determined by the Brazilian Institute of Geography and Statistics. The original face is BRL 1,569,000 and the current face is BRL 2,748,949.

(9)  Bond pays a coupon of 5% on the face at the end of the payment period. Principal is adjusted with the Uruguayan inflation rate. Original face of the bond is UYU 38,030,000 and current face is UYU 44,942,578.

(10)  Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of October 31, 2008.

(11)  This Senior Loan will settle after October 31, 2008, at which time the interest rate will be determined.

See notes to financial statements
15




Eaton Vance Short Duration Diversified Income Fund as of October 31, 2008

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of October 31, 2008

Assets  
Unaffiliated investments, at value (identified cost, $404,238,156)   $ 339,077,019    
Affiliated investment, at value (identified cost, $6,204,656)     6,204,656    
Cash     1,718,474    
Receivable for investments sold     770,788    
Interest receivable     3,378,075    
Interest receivable from affiliated investment     5,007    
Receivable for daily variation margin on open financial futures contracts     162,625    
Receivable for open forward foreign currency exchange contracts     4,990,614    
Receivable for closed forward foreign currency exchange contracts     312,874    
Receivable for open swap contracts     2,792,131    
Prepaid expenses and other assets     51,699    
Total assets   $ 359,463,962    
Liabilities  
Demand note payable   $ 70,900,000    
Payable for open swap contracts     3,077,827    
Payable for open forward foreign currency exchange contracts     969,234    
Payable for closed forward foreign currency exchange contracts     193,512    
Payable for investments purchased     677,736    
Payable for interest on swap contracts     75,621    
Due to custodian – foreign currency, at value (identified cost $278,283)     257,189    
Payable to affiliate for investment adviser fee     227,641    
Payable to affiliate for Trustees' fees     814    
Accrued expenses     349,383    
Total liabilities   $ 76,728,957    
Net Assets   $ 282,735,005    
Sources of Net Assets  
Common shares, $0.01 par value, unlimited number of shares authorized,
18,886,596 shares issued and outstanding
  $ 188,866    
Additional paid-in capital     369,515,542    
Accumulated net realized loss (computed on the basis of identified cost)     (24,747,117 )  
Accumulated distributions in excess of net investment income     (436,423 )  
Net unrealized depreciation (computed on the basis of identified cost)     (61,785,863 )  
Net Assets   $ 282,735,005    
Net Asset Value  
($282,735,005 ÷ 18,886,596 common shares issued and outstanding)   $ 14.97    

 

Statement of Operations

For the Year Ended
October 31, 2008

Investment Income  
Interest (net of foreign taxes, $32,761)   $ 22,270,949    
Securities lending income, net     3,186,550    
Interest income allocated from affiliated investment     221,498    
Expenses allocated from affiliated investment     (33,809 )  
Total investment income   $ 25,645,188    
Expenses  
Investment adviser fee   $ 4,119,366    
Trustees' fees and expenses     12,328    
Custodian fee     494,439    
Interest expense and fees     204,313    
Legal and accounting services     114,855    
Printing and postage     49,570    
Transfer and dividend disbursing agent fees     32,807    
Miscellaneous     63,245    
Total expenses   $ 5,090,923    
Deduct —
Reduction of investment adviser fee
  $ 1,107,067    
Reduction of custodian fee     1,666    
Total expense reductions   $ 1,108,733    
Net expenses   $ 3,982,190    
Net investment income   $ 21,662,998    
Realized and Unrealized Gain (Loss)  
Net realized gain (loss) —
Investment transactions (identified cost basis)
  $ (2,256,277 )  
Financial futures contracts     (614,398 )  
Swap contracts     876,772    
Foreign currency and forward foreign currency exchange
contract transactions
    5,482,568    
Net realized gain   $ 3,488,665    
Change in unrealized appreciation (depreciation) —
Investments (identified cost basis)
  $ (70,251,700 )  
Financial futures contracts     117,519    
Swap contracts     1,008,269    
Foreign currency and forward foreign currency exchange contracts     2,895,624    
Net change in unrealized appreciation (depreciation)   $ (66,230,288 )  
Net realized and unrealized loss   $ (62,741,623 )  
Net decrease in net assets from operations   $ (41,078,625 )  

 

See notes to financial statements
16



Eaton Vance Short Duration Diversified Income Fund as of October 31, 2008

FINANCIAL STATEMENTS CONT'D

Statements of Changes in Net Assets

Increase (Decrease)
in Net Assets
  Year Ended
October 31, 2008
  Year Ended
October 31, 2007
 
From operations —
Net investment income
  $ 21,662,998     $ 21,313,467    
Net realized gain from investment
transactions, financial futures  
contracts, swap contracts and  
foreign currency and forward  
foreign currency exchange  
contract transactions
    3,488,665       4,458,263    
Net change in unrealized appreciation
(depreciation) of investments,  
financial futures contracts, swap  
contracts and foreign currency and  
forward foreign currency  
exchange contracts
    (66,230,288 )     2,815,225    
Net increase (decrease) in net assets
from operations
  $ (41,078,625 )   $ 28,586,955    
Distributions to shareholders —
From net investment income
  $ (25,806,645 )   $ (26,792,626 )  
Total distributions   $ (25,806,645 )   $ (26,792,626 )  
Capital share transactions —
Reinvestment of distributions
to shareholders
  $     $ 585,011    
Total increase in net assets from capital
share transactions
  $     $ 585,011    
Net increase (decrease) in net assets   $ (66,885,270 )   $ 2,379,340    
Net Assets  
At beginning of year   $ 349,620,275     $ 347,240,935    
At end of year   $ 282,735,005     $ 349,620,275    
Accumulated undistributed
(distributions in excess of)
net investment income
included in net assets
 
At end of year   $ (436,423 )   $ 228,536    

 

Statement of Cash Flows

Cash Flows From
Operating Activities
  For the Year Ended
October 31, 2008
 
Net decrease in net assets from operations   $ (41,078,625 )  
Adjustments to reconcile net decrease in net assets from
operations to net cash provided by (used in) operating activities:
 
Investments purchased     (247,521,183 )  
Investments sold and principal repayments     347,726,913    
Increase in short-term investments, net     (2,960,710 )  
Net amortization of premium (discount)     838,826    
Decrease in interest receivable     817,068    
Decrease in interest receivable from affiliated investment     20,141    
Decrease in payable for investments purchased     (5,382,815 )  
Increase in receivable for investments sold     (714,795 )  
Increase in receivable for daily variation margin
on open financial futures contracts
    (156,255 )  
Increase in receivable for open swap contracts     (2,684,072 )  
Increase in receivable for open forward foreign
currency exchange contracts
    (3,425,796 )  
Increase in prepaid expenses and other assets     (25,359 )  
Decrease in receivable for closed forward foreign
currency exchange contracts
    496,956    
Increase in payable for open swap contracts     1,675,803    
Increase in payable for interest on swap contracts     75,621    
Increase in payable for closed forward foreign
currency exchange contracts
    140,275    
Increase in payable for open forward foreign currency exchange contracts     89,924    
Decrease in payable to affiliate for investment adviser fee     (41,311 )  
Decrease in payable to affiliate for Trustees' fees     (606 )  
Decrease in unfunded loan commitments     (1,366,551 )  
Decrease in collateral for securities loaned     (168,177,644 )  
Increase in accrued expenses     24,298    
Net change in unrealized appreciation (depreciation)
on investments
    70,251,700    
Net realized (gain) loss on investments     2,256,277    
Net cash used in operating activities   $ (49,121,920 )  
Cash Flows From Financing Activities  
Cash distributions paid, net of reinvestments   $ (25,806,645 )  
Proceeds from demand note payable     93,400,000    
Repayment of demand note payable     (22,500,000 )  
Increase in due to custodian – foreign currency     257,189    
Net cash provided by financing activities   $ 45,350,544    
Net decrease in cash   $ (3,771,376 )  
Cash at beginning of year(1)    $ 5,489,850    
Cash at end of year   $ 1,718,474    
Supplemental disclosure of
cash flow information:
 
Cash paid for interest and fees on borrowings   $ 93,975    

 

(1)  Balance includes foreign currency, at value.

See notes to financial statements
17




Eaton Vance Short Duration Diversified Income Fund as of October 31, 2008

FINANCIAL STATEMENTS CONT'D

Financial Highlights

    Year Ended October 31,   Period Ended  
    2008   2007   2006   October 31, 2005(1)   
Net asset value — Beginning of period   $ 18.510     $ 18.420     $ 18.570     $ 19.100 (2)   
Income (loss) from operations  
Net investment income(3)   $ 1.147     $ 1.129     $ 1.015     $ 0.540    
Net realized and unrealized gain (loss)     (3.321 )     0.381       0.238       (0.250 )  
Total income (loss) from operations   $ (2.174 )   $ 1.510     $ 1.253     $ 0.290    
Less distributions  
From net investment income   $ (1.366 )   $ (1.420 )   $ (1.322 )   $ (0.667 )  
Tax return of capital                 (0.081 )     (0.113 )  
Total distributions   $ (1.366 )   $ (1.420 )   $ (1.403 )   $ (0.780 )  
Offering costs charged to paid-in capital(3)    $     $     $     $ (0.040 )  
Net asset value — End of period   $ 14.970     $ 18.510     $ 18.420     $ 18.570    
Market value — End of period   $ 12.620     $ 16.500     $ 17.750     $ 16.070    
Total Investment Return on Net Asset Value(4)      (11.57 )%     8.82 %     7.73 %     1.71 %(5)(8)   
Total Investment Return on Market Value(4)      (16.36 )%     0.66 %     19.96 %     (11.98 )%(5)(8)   
Ratios/Supplemental Data  
Net assets, end of period (000's omitted)   $ 282,735     $ 349,620     $ 347,241     $ 350,146    
Expenses before custodian fee reduction excluding interest and fees     1.15 %     1.14 %     1.11 %     1.02 %(7)  
Interest and fee expense(9)     0.06 %                    
Total expenses before custodian fee reduction     1.21 %     1.14 %     1.11 %     1.02 %(7)  
Expenses after custodian fee reduction excluding interest and fees     1.15 %     1.14 %     1.11 %     1.01 %(7)  
Net investment income     6.54 %     6.12 %     5.50 %     4.26 %(7)  
Portfolio Turnover     31 %     114 %     56 %     89 %(8)  
Senior Securities:  
Total notes payable outstanding (in 000's)   $ 70,900     $     $     $    
Asset coverage per $1,000 of notes payable(6)   $ 4,988     $     $     $    

 

(1)  For the period from the start of business, February 28, 2005, to October 31, 2005.

(2)  Net asset value at beginning of period reflects the deduction of the sales load of $0.90 per share paid by the shareholder from the $20.00 offering price.

(3)  Computed using average common shares outstanding.

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

(5)  Total investment return on net asset value is calculated assuming a purchase at the offering price of $20.00 less the sales load of $0.90 per share paid by the shareholder on the first day and a sale at the net asset value on the last day of the period reported with all distributions reinvested. Total investment return on market value is calculated assuming a purchase at the offering price of $20.00 less the sales load of $0.90 per share paid by the shareholder on the first day and a sale at the current market price on the last day of the period reported with all distributions reinvested.

(6)  Calculated by subtracting the Fund's total liabilities (not including notes payable) from the Fund's total assets and dividing the result by the notes payable balance in thousands.

(7)  Annualized.

(8)  Not annualized.

(9)  Interest expense relates to borrowings for the purpose of financial leverage. See Note 9 to Notes to Financial Statements.

See notes to financial statements
18




Eaton Vance Short Duration Diversified Income Fund as of October 31, 2008

NOTES TO FINANCIAL STATEMENTS

1  Significant Accounting Policies

Eaton Vance Short Duration Diversified Income Fund (the Fund) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, closed-end management investment company. The Fund's primary investment objective is to provide a high level of current income, with a secondary objective of seeking capital appreciation to the extent consistent with its primary goal of high current income.

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

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

Debt obligations, including listed securities and securities for which quotations are available, will normally be valued on the basis of market quotations provided by independent pricing services. The pricing services consider various factors relating to bonds and/or market transactions to determine market value. Most seasoned, fixed-rate 30-year mortgage-backed securities are valued through the use of the investment adviser's matrix pricing system, which takes into account bond prices, yield differentials, anticipated prepayments and interest rates provided by dealers. Short-term debt securities with a remaining maturity of sixty days or less (excluding those that are non-U.S. dollar denominated, which typically are valued by a pricing service or dealer quotes) are valued at amortized cost, which approximates market value. If short-term debt securities are acquired with a remaining maturity of more than sixty days, they will be valued by a pricing service. Exchange-traded options are valued at the last sale price for the day of valuation as quoted on any exchange on which the options are traded or, in the absence of sales on such date, at the mean between the closing bid and asked prices therefore. Over-the-counter options are valued based on broker quotations. Financial futures contracts and options on financial futures contracts listed on commodity exchanges are valued based on the closing price on the primary exchange on which such contracts trade. Forward foreign currency exchange contracts are generally valued using prices supplied by a pricing vendor or dealers. Interest rate swaps are normally valued using valuations provided by a pricing vendor. Such vendor valuations are based on the present value of fixed and projected floating rate cash flows over the term of the swap contract. Future cash flows are discounted to their present value using swap curves provided by electronic data services or by broker/dealers. Credit default swaps are valued by a broker-dealer (usually the counterparty to the agreement). Sovereign credit default swaps, foreign interest rate swaps and over-the-counter currency options are valued by a pricing service. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by an independent quotation service. The independent service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. Investments for which valuations or market quotations are not readily available are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Fund considering


19



Eaton Vance Short Duration Diversified Income Fund as of October 31, 2008

NOTES TO FINANCIAL STATEMENTS CONT'D

relevant factors, data and information including the market value of freely tradable securities of the same class in the principal market on which such securities are normally traded.

The Fund may invest in Cash Management Portfolio (Cash Management), an affiliated investment company managed by Boston Management and Research, a subsidiary of Eaton Vance Management (EVM). Cash Management values its investment securities utilizing the amortized cost valuation technique permitted by Rule 2a-7 of the 1940 Act, pursuant to which Cash Management must comply with certain conditions. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Management may value its investment securities based on available market quotations provided by a pricing service.

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

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

D  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 October 31, 2008, the Fund, for federal income tax purposes, had a capital loss carryforward of $22,255,201 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on October 31, 2013 ($2,603,915), October 31, 2014 ($1,684,823) and October 31, 2016 ($17,966,463).

As of October 31, 2008, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Fund's federal tax returns filed in the 3-year period ended October 31, 2008 remains subject to examination by the Internal Revenue Service.

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

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

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

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

I  Indemnifications — Under the 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


20



Eaton Vance Short Duration Diversified Income Fund as of October 31, 2008

NOTES TO FINANCIAL STATEMENTS CONT'D

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.

J  Financial Futures Contracts — The Fund may enter into financial futures contracts. The Fund's investment in financial futures contracts is designed for hedging against changes in interest rates or as a substitute for the purchase of securities. Upon entering into a financial futures contract, the Fund is required to deposit with the broker, either in cash or securities an amount equal to a certain percentage of the purchase price (initial margin). Subsequent payments, known as variation margin, are made or received by the Fund each business day, depending on the daily fluctuations in the value of the underlying security, and are recorded as unrealized gains or losses by the Fund. Gains (losses) are realized upon the expiration or closing of the financial futures contracts. Should market conditions change unexpectedly, the Fund may not achieve the anticipated benefits of the financial futures contracts and may realize a loss. In entering such contracts, the Fund bears the risk if the counterparties do not perform under the contracts' terms.

K  Forward Foreign Currency Exchange Contracts — The Fund may enter into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. The Fund may 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 as unrealized until such time as the contracts have been closed or offset by another contract with the same broker for the same settlement date and currency. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of their contracts and from movements in the value of a foreign currency relative to the U.S. dollar.

L  Purchased Options — Upon the purchase of a call or put option, the premium paid by the Fund is included in the Statement of Assets and Liabilities as an investment. The amount of the investment is subsequently marked-to-market to reflect the current market value of the option purchased, in accordance with the Fund's policies on investment valuations discussed above. If an option which the Fund had purchased expires on the stipulated expiration date, the Fund will realize a loss in the amount of the cost of the option. If the Fund enters into a closing sale transaction, the Fund will realize a gain or loss, depending on whether the sales proceeds from the closing sale transaction are greater or less than the cost of the option. If the Fund exercises a put option, it will realize a gain or loss from the sale of the underlying security, and the proceeds from such sale will be decreased by the premium originally paid. If the Fund exercises a call option, the cost of the security which the Fund purchases upon exercise will be increased by the premium originally paid. The risk associated with purchasing options is limited to the premium originally paid.

M  Interest Rate Swaps — The Fund may enter into interest rate swap agreements to enhance return, to hedge against fluctuations in securities prices or interest rates, or as substitution for the purchase or sale of securities. Pursuant to these agreements, the Fund either makes floating-rate payments based on a benchmark interest rate in exchange for fixed-rate payments or the Fund makes fixed-rate payments in exchange for payments on a floating benchmark interest rate. During the term of the outstanding swap agreement, changes in the underlying value of the swap are recorded as unrealized gains or losses. The value of the swap is determined by changes in the relationship between two rates of interest. The Fund is exposed to credit loss in the event of non-performance by the swap counterparty. Risk may also arise from movements in interest rates.

N  Credit Default Swaps — The Fund may enter into credit default swap contacts to buy or sell protection against default on an individual issuer or a basket of issuers of bonds. When the Fund is the buyer of a credit default swap contract, the Fund is entitled to receive the par (or other agreed-upon) value of a referenced debt obligation (or basket of debt obligations) from the counterparty to the contract in the event of default by a third party, such as a U.S. or foreign corporate issuer, on the debt obligation. In return, the Fund pays the counterparty a periodic stream of payments over the term of the contract provided that no event of default has occurred. If no default occurs, the Fund would have spent the stream of payments and received no benefits from the contract. When the Fund 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 Fund effectively adds leverage to its portfolio because, in addition to its total net assets, the Fund is subject to investment exposure on the notional amount of the swap. The interest fee paid or received on the swap contract, which is based on a specified interest rate on a fixed notional amount, is accrued daily as a component of unrealized appreciation (depreciation) and is recorded as realized gain upon receipt or realized loss upon payment. The Fund also records an increase or decrease to unrealized appreciation (depreciation) in an amount


21



Eaton Vance Short Duration Diversified Income Fund as of October 31, 2008

NOTES TO FINANCIAL STATEMENTS CONT'D

equal to the daily valuation. Up-front payments or receipts, if any, are recorded as other assets or other liabilities, respectively, and amortized over the life of the swap contract as realized gains or losses. The Fund segregates assets in the form of cash and cash equivalents in an amount equal to the aggregate market value of the credit default swaps of which it is the seller, marked to market on a daily basis. These transactions involve certain risks, including the risk that the seller may be unable to fulfill the transaction.

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

2  Distributions to Shareholders

The Fund intends to make monthly distributions to shareholders and at least one distribution annually of all or substantially all of its net realized capital gains, if any. In its distributions, the Fund intends to include amounts attributable to the imputed interest on foreign currency exposures through long and short positions in forward currency exchange contracts (represented by the difference between the foreign currency spot rate and the foreign currency forward rate) and the imputed interest derived from certain other derivative positions. Distributions are recorded on the ex-dividend date. 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. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income. In certain circumstances, a portion of distributions to shareholders may include a return of capital component.

The tax character of distributions declared for the years ended October 31, 2008 and October 31, 2007 was as follows:

    Year Ended October 31,  
    2008   2007  
Distributions declared from:  
Ordinary income   $ 25,806,645     $ 26,792,626    

 

During the year ended October 31, 2008, accumulated net realized loss was increased by $22,869,816, accumulated distributions in excess of net investment income was decreased by $3,478,688 and paid-in capital was increased by $19,391,128 due to differences between book and tax accounting, primarily for foreign currency gain (loss), paydown gain (loss), swap contracts, mixed straddles and premium amortization. These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2008, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:

Undistributed ordinary income   $ 850,754    
Capital loss carryforward   $ (22,255,201 )  
Net unrealized depreciation   $ (65,564,956 )  

 

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

3  Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by EVM as compensation for management and investment advisory services rendered to the Fund. The fee is computed at an annual rate of 0.75% of the Fund's average daily total leveraged assets, subject to the limitation described below, and is payable monthly. Total leveraged assets as referred to herein represent net assets plus liabilities or obligations attributable to investment leverage and the notional value of long and short forward currency contracts, futures contracts and swaps held by the Fund. The notional value of a contract for purposes of calculating total leveraged assets is the stated dollar value of the underlying reference instrument at the time the derivative position is entered into and remains constant throughout the life of the derivative contract. However, the derivative contracts are marked-to-market daily and any unrealized appreciation or depreciation is reflected in the Fund's net assets. When the Fund holds both long and short forward currency contracts in the same foreign currency, the offsetting positions are netted for purposes of determining total leveraged assets. When the Fund holds other long and short positions in foreign obligations denominated in the same currency, total leveraged assets are calculated by excluding the smaller of the long or short position.


22



Eaton Vance Short Duration Diversified Income Fund as of October 31, 2008

NOTES TO FINANCIAL STATEMENTS CONT'D

The advisory agreement provides that if investment leverage exceeds 40% of the Fund's total leveraged assets, EVM will not receive a management fee on total leveraged assets in excess of this amount. As of October 31, 2008, the Fund's investment leverage was 46% of its total leveraged assets. The portion of the adviser fee payable by Cash Management on the Fund's investment of cash therein is credited against the Fund's adviser fee. For the year ended October 31, 2008, the Fund's adviser fee totaled $4,151,502 of which $32,136 was allocated from Cash Management and $4,119,366 was paid or accrued directly by the Fund. For the year ended October 31, 2008, the adviser fee was equivalent to 0.63% of the Fund's average daily total leveraged assets, and 1.25% of the Fund's average daily net assets. EVM also serves as administrator of the Fund, but receives no compensation.

In addition, EVM has contractually agreed to reimburse the Fund for fees and other expenses at an annual rate of 0.20% of the Fund's average daily total leveraged assets during the first five full years of the Fund's operations, 0.15% of the Fund's average daily total leveraged assets in year six, 0.10% in year seven and 0.05% in year eight. Pursuant to this agreement, EVM waived $1,107,067 of its adviser fee for the year ended October 31, 2008.

Except for Trustees of the Fund who are not members of EVM's organization, officers and Trustees receive remuneration for their services to the Fund out of the investment adviser fee. Trustees of the Fund who are not affiliated with EVM may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the year ended October 31, 2008, no significant amounts have been deferred. Certain officers and Trustees of the Fund are officers of EVM.

4  Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations and including maturities, paydowns and principal repayments on Senior Loans, for the year ended October 31, 2008 were as follows:

Purchases  
Investments (non-U.S. Government)   $ 87,032,117    
U.S. Government Securities     38,153,460    
    $ 125,185,577    

 

Sales  
Investments (non-U.S. Government)   $ 140,147,447    
U.S. Government Securities     86,461,978    
    $ 226,609,425    

 

Included in sales are proceeds of $50,191,075 from the sale of securities by the Fund to investment companies advised by EVM or its affiliates. Such transactions were executed in accordance with affiliated transaction procedures approved by the Fund's Trustees.

5  Common Shares of Beneficial Interest  

The Fund may issue common shares pursuant to its dividend reinvestment plan. There were no transactions in common shares for the year ended October 31, 2008. Common shares issued pursuant to the Fund's dividend reinvestment plan for the year ended October 31, 2007 were 31,596.

6  Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Fund at October 31, 2008, as determined on a federal income tax basis, were as follows:

Aggregate cost   $ 412,072,550    
Gross unrealized appreciation   $ 695,731    
Gross unrealized depreciation     (67,486,606 )  
Net unrealized depreciation   $ (66,790,875 )  

 

7  Financial Instruments

The Fund may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include forward foreign currency exchange contracts, financial futures contracts, credit default swaps and interest rate 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 Fund 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.


23



Eaton Vance Short Duration Diversified Income Fund as of October 31, 2008

NOTES TO FINANCIAL STATEMENTS CONT'D

A summary of obligations under these financial instruments at October 31, 2008 is as follows:

Forward Foreign Currency Exchange Contracts

Sales

Settlement Dates   Deliver   In Exchange For   Net Unrealized
Appreciation
(Depreciation)
 
1/05/09   Brazilian Real
2,582,508
  United States Dollar
1,382,499
  $ 211,904    
11/28/08   British Pound Sterling
2,524,312
  United States Dollar
4,143,153
    86,710    
12/22/08   Croatia Kuna
5,884,000
  Euro
810,468
    (3,447 )  
1/26/09   Croatia Kuna
3,168,900
  Euro
433,324
    (2,881 )  
11/03/08   Euro
11,394
  United States Dollar
14,441
    (8,103 )  
11/04/08   Euro
1,820,000
  United States Dollar
2,313,220
    (6,461 )  
11/04/08   Euro
300,000
  United States Dollar
388,200
    5,835    
11/06/08   Euro
3,143,676
  United States Dollar
4,322,555
    316,092    
11/12/08   Euro
2,120,000
  United States Dollar
2,698,294
    (2,916 )  
11/14/08   Euro
728,377
  United States Dollar
928,827
    833    
11/28/08   Euro
19,255,887
  United States Dollar
24,869,941
    350,148    
12/12/08   Icelandic Krona
505,953,475
  United States Dollar
6,522,003
    3,180,495    
11/06/08   Israeli Shekel
3,970,000
  United States Dollar
1,058,046
    (10,489 )  
11/10/08   Malaysian Ringgit
8,040,000
  United States Dollar
2,294,848
    30,965    
11/28/08   Malaysian Ringgit
7,670,000
  United States Dollar
2,141,860
    (17,074 )  
11/03/08   Mauritian Rupee
38,900,000
  United States Dollar
1,234,921
    24,968    
11/04/08   New Turkish Lira
1,673,080
  United States Dollar
992,926
    (90,579 )  
11/28/08   New Zealand Dollar
1,788,110
  United States Dollar
1,041,574
    3,512    
11/10/08   Philippine Peso
108,800,000
  United States Dollar
2,255,390
    41,398    
11/03/08   Polish Zloty
8,531,250
  Euro
2,401,816
    (22,312 )  

 

Settlement Dates   Deliver   In Exchange For   Net Unrealized
Appreciation
(Depreciation)
 
11/05/08   South African Rand
11,671,406
  United States Dollar
1,054,280
  $ (139,392 )  
11/07/08   South African Rand
32,448,983
  United States Dollar
3,177,690
    (139,115 )  
11/03/08   Sri Lanka Rupee
41,136,750
  United States Dollar
367,030
    (6,346 )  
11/28/08   Taiwan Dollar
76,350,000
  United States Dollar
2,297,346
    (25,123 )  
12/26/08   Taiwan Dollar
76,400,000
  United States Dollar
2,284,621
    (42,619 )  
1/21/09   Taiwan Dollar
59,600,000
  United States Dollar
1,833,282
    16,209    
11/28/08   Thai Baht
150,000,000
  United States Dollar
4,294,303
    29,304    
11/04/08   Zambian Kwacha
2,120,000,000
  United States Dollar
445,860
    (28,414 )  
11/07/08   Zambian Kwacha
2,120,000,000
  United States Dollar
450,011
    (23,865 )  
1/15/09   Zambian Kwacha
2,166,000,000
  United States Dollar
528,293
    52,407    
    $ 3,781,644    

 

Purchases

Settlement Dates   In Exchange For   Deliver   Net Unrealized
Appreciation
(Depreciation)
 
12/02/08   Brazilian Real
5,380,000
  United States Dollar
2,505,822
  $ (50,793 )  
11/07/08   Colombian Peso
2,584,603,521
  United States Dollar
1,190,513
    (107,249 )  
11/04/08   Euro
2,375,746
  United States Dollar
3,024,827
    3,180    
11/03/08   Mauritian Rupee
38,900,000
  United States Dollar
1,384,834
    (174,881 )  
11/07/08   Mauritian Rupee
38,900,000
  United States Dollar
1,234,043
    (24,466 )  
11/17/08   Mauritian Rupee
18,500,000
  United States Dollar
616,667
    (42,014 )  
11/06/08   Mexican Peso
54,760,000
  United States Dollar
4,164,259
    88,857    
11/07/08   Mexican Peso
24,840,000
  United States Dollar
1,825,799
    102,900    
11/03/08   Polish Zloty
8,531,250
  Euro
2,383,896
    45,152    

 


24



Eaton Vance Short Duration Diversified Income Fund as of October 31, 2008

NOTES TO FINANCIAL STATEMENTS CONT'D

Settlement Dates   In Exchange For   Deliver   Net Unrealized
Appreciation
(Depreciation)
 
11/14/08   Polish Zloty
11,824,750
  Euro
3,072,960
  $ 355,038    
11/10/08   Polish Zloty
8,531,250
  Euro
2,401,725
    21,498    
11/05/08   Ugandan Shilling
1,124,090,089
  United States Dollar
592,172
    (695 )  
11/04/08   Zambian Kwacha
2,120,000,000
  United States Dollar
451,064
    23,209    
    $ 239,736    

 

At October 31, 2008, closed forward foreign currency purchases and sales contracts excluded above amounted to a receivable of $312,874 and a payable of $193,512.

Futures Contracts

Expiration
Date
  Contracts   Position   Aggregate
Cost
  Value   Net
Unrealized
Appreciation
(Depreciation)
 
12/08   21 Japan
10 Year Bond*
  Short   $ (29,304,656 )   $ (29,264,846 )   $ 39,810    
12/08   22 U.S. 5 Year
Treasury Note
  Short   $ (2,474,486 )   $ (2,491,672 )   $ (17,186 )  
    $ 22,624    

 

*  Japan 10-Year Bond: Japanese Government Bonds (JGB) having a maturity of 7 years or more but less than 11 years.

Credit Default Swaps

Counterparty   Reference
Entity
  Buy/
Sell
  Notional
Amount
(000's
omitted)
  Pay/
Receive
Annual
Fixed
Rate
  Termination
Date
  Net
Unrealized
Appreciation
(Depreciation)
 
Barclays                                
   
Bank PLC:   Austria   Buy   $ 2,200       0.44 %   12/20/13   $ 37,119    
    Iceland   Sell     800       1.88     3/20/18     (249,630 )  
    Kazakhstan   Buy     2,000       2.43     9/20/13     367,995    
    Kazakhstan   Sell     1,900       9.75     11/20/09     33,476    
    Turkey
(Republic of)
  Buy     1,100       2.12     1/20/13     103,648    
Citigroup, Inc.:   Kazakhstan   Sell     1,900       8.00     10/20/09     398    
    Peru   Sell     1,900       2.00     9/20/11     (47,930 )  
    Peru   Sell     1,000       2.90     10/20/13     (20,158 )  
Credit Suisse
First Boston, Inc.:
  Columbia   Sell     2,200       4.90     11/20/09     60,526    
    Italy   Buy     6,800       0.20     12/20/16     445,376    
    Philippines
(Republic of the)
  Buy     5,000       2.15     9/20/11     279,002    
    Turkey
(Republic of)
  Buy     10,000       2.01     3/20/10     351,580    
    Turkey
(Republic of)
  Buy     880       2.11     1/20/13     83,226    

 

Counterparty   Reference
Entity
  Buy/
Sell
  Notional
Amount
(000's
omitted)
  Pay/
Receive
Annual
Fixed
Rate
  Termination
Date
  Net
Unrealized
Appreciation
(Depreciation)
 
JPMorgan                                
   
Chase Bank:   Brazil   Sell     2,100       5.25     11/20/09   $ 38,065    
    Iceland   Sell     1,300       1.70     3/20/18     (418,223 )  
    Iceland   Sell     2,600       1.75     3/20/18     (829,461 )  
    Iceland   Sell     800       1.90     3/20/18     (248,770 )  
    Iceland   Sell     1,000       2.10     3/20/23     (300,484 )  
    Iceland   Sell     1,000       2.45     3/20/23     (276,946 )  
    Philippines
(Republic of the)
  Buy     5,000       2.17     9/20/11     276,401    
    Turkey
(Republic of)
  Buy     10,000       2.00     3/20/10     352,893    
    Turkey
(Republic of)
  Buy     3,740       2.12     1/20/13     352,404    
                                $ 390,507    

 

Interest Rate Swaps

Counterparty   Notional
Amount
  Fund
Pay/
Receive
Floating
Rate
  Floating
Rate
Index
  Annual
Fixed
Rate
  Termination
Date
  Net
Unrealized
Appreciation
(Depreciation)
 
Barclays
Bank PLC:
  12,000,000
MYR
  Pay   KLIBOR     3.85 %   3/27/12   $ 10,022    
JPMorgan
Chase Bank:
  3,693,637
BRL
  Pay   Brazilian
Interbank
Deposit Rate
    12.73     1/2/12     (213,583 )  


  4,309,749
BRL
  Pay   Brazilian
Interbank
Deposit Rate
    10.35     1/2/12     (428,628 )  


  10,259,445
BRL
  Pay   Brazilian
Interbank
Deposit Rate
    11.34     1/2/09     (44,014 )  
                        $ (676,203 )  

 

BRL  Brazilian Real

MYR  Malaysian Ringgit

KLIBOR  Kuala Lumpur Interbank Offered Rate

At October 31, 2008, the Fund had sufficient cash and/or securities to cover commitments under these contracts.

8  Overdraft Advances

Pursuant to the custodian agreement, SSBT may, in its discretion, advance funds to the Fund to make properly authorized payments. When such payments result in an overdraft, the Fund is obligated to repay SSBT at the current rate of interest charged by SSBT for secured loans (currently, a rate above the Federal Funds rate). This obligation is payable on demand to SSBT. SSBT has a lien on the Fund's assets to the extent of any overdraft. At October 31, 2008, the Fund had a payment due to SSBT pursuant to the foregoing arrangement of $257,189.


25



Eaton Vance Short Duration Diversified Income Fund as of October 31, 2008

NOTES TO FINANCIAL STATEMENTS CONT'D

9  Line of Credit

The Fund participates with other portfolios and funds managed by EVM and its affiliates in a $450 million unsecured line of credit agreement with a group of banks. Borrowings are made by the Fund for the purpose of financial leverage. Interest is charged to the Fund based on its borrowings at an amount above either the Eurodollar rate or Federal Funds rate. In addition, a fee computed at an annual rate of 0.10% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. At October 31, 2008, the Fund had a balance outstanding pursuant to this line of credit of $70,900,000. For the period from September 15, 2008, the date of the initial draw on the line of credit agreement, through October 31, 2008, the average borrowings and the average interest rate (annualized) were $80,010,638 and 1.93%, respectively.

10  Risks Associated with Foreign Investments

Investing in securities issued by entities whose principal business activities are outside the United States may involve significant risks not present in domestic investments. For example, there is generally less publicly available information about foreign companies, particularly those not subject to the disclosure and reporting requirements of the U.S. securities laws. Certain foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers. Investments in foreign securities also involve the risk of possible adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, limitation on the removal of funds or other assets of the 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.

11  Securities Lending Agreement

The Fund has established a securities lending agreement in which the Fund lends portfolio securities to a broker in exchange for collateral consisting of either cash or U.S. Government securities in an amount at least equal to the market value of the securities on loan. Under the agreement, the Fund continues to earn interest on the securities loaned. Collateral received is generally cash, and the Fund invests the cash and receives any interest on the amount invested but it must pay the broker a loan rebate fee computed as a varying percentage of the collateral received. The loan rebate fee paid by the Fund offsets a portion of the interest income received and amounted to $3,510,238 for the year ended October 31, 2008. At October 31, 2008, the Fund did not have any securities on loan. In the event of counterparty default, the Fund is subject to potential loss if it is delayed or prevented from exercising its right to dispose of the collateral. The Fund bears risk in the event that invested collateral is not sufficient to meet obligations due on loans. The Fund has the right under the lending agreement to recover the securities from the borrower on demand.

12  Recently Issued Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 157 (FAS 157), "Fair Value Measurements". FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States of America and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. As of October 31, 2008, management does not believe the adoption of FAS 157 will impact the amounts reported in the financial statements; however, additional disclosures may be required about the inputs used to develop the measurements of fair value and the effect of certain of the measurements on changes in net assets for the period.

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


26




Eaton Vance Short Duration Diversified Income Fund as of October 31, 2008

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Shareholders
of Eaton Vance Short Duration Diversified
Income Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Short Duration Diversified Income Fund (the "Fund"), including the portfolio of investments, as of October 31, 2008, and the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended and the period from the start of business, February 28, 2005, to October 31, 2005. 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 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 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. Our procedures included confirmation of securities and senior loans owned as of October 31, 2008, by correspondence with the custodian, brokers and selling or agent banks; where replies were not received from brokers and selling or agent banks, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Short Duration Diversified Income Fund as of October 31, 2008, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended and the period from the start of business, February 28, 2005, to October 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP
Boston, Massachusetts
December 18, 2008


27



Eaton Vance Short Duration Diversified Income Fund as of October 31, 2008

FEDERAL TAX INFORMATION

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


28




Eaton Vance Short Duration Diversified Income Fund

NOTICE TO SHAREHOLDERS

The Fund may enter into forward commitments to purchase U.S. government agency generic MBS, with the total amount of such outstanding commitments not to exceed 10% of total net assets. Such forward commitments may be entered into for purposes of investment leverage. The Fund may also enter into forward commitments to sell generic U.S. government agency MBS, with the total amount of such outstanding commitments not to exceed 50% of MBS holdings.


29



Eaton Vance Short Duration Diversified Income Fund

DIVIDEND REINVESTMENT PLAN

The Fund offers a dividend reinvestment plan (the Plan) pursuant to which shareholders may elect to have dividends and capital gains distributions automatically reinvested in shares (the Shares) of the Fund. You may elect to participate in the Plan by completing the Dividend Reinvestment Plan Application Form. If you do not participate, you will receive all distributions in cash paid by check mailed directly to you by American Stock & Transfer Trust Company as dividend paying agent. 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 Fund's transfer agent, American Stock & Transfer Trust Company or you will not be able to participate.

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

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

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

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


30



Eaton Vance Short Duration Diversified Income Fund

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.

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

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

Number of Employees

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

Number of Shareholders

As of October 31, 2008, our records indicate that there are 73 registered shareholders and approximately 14,380 shareholders owning the Fund shares in street name, such as through brokers, banks, and financial intermediaries.

If you are a street name shareholder and wish to receive Fund reports directly, which contain important information about the Fund, 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 EVG.


31




Eaton Vance Short Duration Diversified Income Fund

BOARD OF TRUSTEES' ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT

Overview of the Contract Review Process

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

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

Information about Fees, Performance and Expenses

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

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

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

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

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

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

Information about Portfolio Management

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

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

•  Data relating to portfolio turnover rates of each fund;

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

Information about each Adviser

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

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

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

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

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

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

Other Relevant Information

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

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

•  The terms of each advisory agreement.


32



Eaton Vance Short Duration Diversified Income Fund

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

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

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

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

Results of the Process

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

Nature, Extent and Quality of Services

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

The Board considered the Adviser's management capabilities and investment process with respect to the types of investments held by the Fund, including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Fund. In particular, the Board evaluated the abilities and experience of such investment personnel in analyzing factors such as credit risk and special considerations relevant to investing in senior, secured floating-rate loans, foreign debt obligations, including debt of emerging market issuers, and mortgage-backed securities. The Board considered the Adviser's in-house research capabilities as well as other resources available to personnel of the Adviser. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation paid to recruit and retain investment personnel, and the time and attention devoted to the Fund by senior management.

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

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

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


33



Eaton Vance Short Duration Diversified Income Fund

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

Fund Performance

The Board compared the Fund's investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one-year period ended September 30, 2007 for the Fund. On the basis of the foregoing and other relevant information, the Board concluded that the performance of the Fund was satisfactory.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates, including any administrative fee rates, payable by the Fund (referred to as "management fees"). The Board noted the nature of the management fees which are charged on total leveraged assets, and its relationship to the investment objectives of the Fund. The Board concluded that the fees were appropriate in light of the manner in which the leverage will be used by the Adviser in managing the portfolio.

As part of its review, the Board considered the Fund's management fees and total expense ratio for the year ended September 30, 2007, as compared to a group of similarly managed funds selected by an independent data provider. The Board considered the fact that the Adviser had waived fees and/or paid expenses for the Fund.

After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser, the Board concluded that the management fees charged for advisory and related services and the Fund's total expense ratio are reasonable.

Profitability

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

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

Economies of Scale

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


34




Eaton Vance Short Duration Diversified Income Fund

MANAGEMENT AND ORGANIZATION

Fund Management. The Trustees of Eaton Vance Short Duration Diversified Income Fund (the Fund) are responsible for the overall management and supervision of the Fund's affairs. The Trustees and officers of the Fund 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 hold indefinite terms of office. The "noninterested Trustees" consist of those Trustees who are not "interested persons" of the Fund, 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
Fund
  Term of
Office and
Length of
Service
  Principal Occupation(s)
During Past Five Years
  Number of Portfolios
in Fund Complex
Overseen By
Trustee(1) 
  Other Directorships Held  
Interested Trustee                          
Thomas E. Faust Jr.
5/31/58
  Class I Trustee   Until 2009. 1 year. Trustee since 2008.   Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or Officer of 173 registered investment companies and 4 private companies managed by EVM or BMR. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Fund.     173     Director of EVC  
Noninterested Trustees                          
Benjamin C. Esty
1/2/63
  Class I Trustee   Until 2009. 3 years. Trustee since 2005.   Roy and Elizabeth Simmons Professor of Business Administration, Harvard University Graduate School of Business Administration.     173     None  
Allen R. Freedman
4/3/40
  Class I Trustee   Until 2009. 2 years. Trustee since 2007.   Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Formerly, Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007).     173     Director of Assurant, Inc. and Stonemor Partners L.P. (owner and operator of cemeteries)  
William H. Park
9/19/47
  Class II Trustee   Until 2010. 3 years. Trustee since 2004.   Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (since 2006). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005).     173     None  
Ronald A. Pearlman
7/10/40
  Class II Trustee   Until 2010. 3 years. Trustee since 2004.   Professor of Law, Georgetown University Law Center.     173     None  
Helen Frame Peters
3/22/48
  Class III Trustee   Until 2011. 3 years. Trustee since 2008.   Professor of Finance, Carroll School of Management, Boston College (since 2003). Adjunct Professor of Finance, Peking University, Beijing, China (since 2005). Formerly, Dean, Carroll School of Management, Boston College (2000-2003).     173     Director of Federal Home Loan Bank of Boston (a bank for banks) and BJ's Wholesale Clubs (wholesale club retailer); Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds)  
Heidi L. Steiger
7/8/53
  Class II Trustee   Until 2010. 2 years. Trustee since 2008.   Managing Partner, Topridge Associates LLC (global wealth management firm) (since 2008); Senior Advisor (since 2008), President (2005-2008), Lowenhaupt Global Advisors, LLC (global wealth management firm). Formerly, President and Contributing Editor, Worth Magazine (2004-2005). Formerly, Executive Vice President and Global Head of Private Asset Management (and various other positions), Neuberger Berman (investment firm) (1986-2004).     173     Director of Nuclear Electric Insurance Ltd. (nuclear insurance provider) and Aviva USA (insurance provider)  

 


35



Eaton Vance Short Duration Diversified Income Fund

MANAGEMENT AND ORGANIZATION CONT'D

Name and
Date of Birth
  Position(s)
with the
Fund
  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 Trustees (continued)                      
Lynn A. Stout
9/14/57
  Class III Trustee   Until 2011. 3 years. Trustee since 2004.   Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law.     173     None  
Ralph F. Verni
1/26/43
  Chairman of the Board and Class III Trustee   Trustee until 2011. 3 years. Trustee since 2003; Chairman since 2007.   Consultant and private investor.     173     None  

 

Principal Officers who are not Trustees              
Name and
Date of Birth
  Position(s)
with the
Fund
  Term of
Office and
Length of
Service
  Principal Occupation(s)
During Past Five Years
 
Payson F. Swaffield
8/13/56
  President   Since 2007   Chief Income Investment Officer of EVC. Vice President of EVM and BMR. Officer of 3 registered investment companies managed by EVM or BMR.  
John R. Baur
2/10/70
  Vice President   Since 2007   Vice President of EVM and BMR. Previously, attended Johnson Graduate School of Management, Cornell University (2002-2005), and prior thereto he was an Account Team Representative in Singapore for Applied Materials Inc. Officer of 33 registered investment companies managed by EVM or BMR.  
Michael A. Cirami
12/24/75
  Vice President   Since 2007   Vice President of EVM and BMR. Previously, attended the University of Rochester William E. Simon Graduate School of Business Administration (2001-2003), and prior thereto he was a Team Leader for the Institutional Services Group for State Street Bank in Luxembourg. Officer of 33 registered investment companies managed by EVM or BMR.  
Christine M. Johnston
11/9/72
  Vice President   Since 2004   Vice President of EVM and BMR. Officer of 35 registered investment companies managed by EVM or BMR.  
Catherine C. McDermott
5/13/64
  Vice President   Since 2008   Vice President of EVM and BMR. Officer of 2 registered investment companies managed by EVM or BMR.  
Scott H. Page
11/30/59
  Vice President   Since 2004   Vice President of EVM and BMR. Officer of 11 registered investment companies managed by EVM or BMR.  
Susan Schiff
3/13/61
  Vice President   Since 2004   Vice President of EVM and BMR. Officer of 36 registered investment companies managed by EVM or BMR.  
Mark S. Venezia
5/23/49
  Vice President   Since 2005   Vice President of EVM and BMR. Officer of 36 registered investment companies managed by EVM or BMR.  
Barbara E. Campbell 6/19/57   Treasurer   Since 2005   Vice President of EVM and BMR. Officer of 173 registered investment companies managed by EVM or BMR.  
Maureen A. Gemma 5/24/60   Secretary and Chief Legal Officer   Secretary since 2007 and Chief Legal Officer since 2008   Vice President of EVM and BMR. Officer of 173 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 173 registered investment companies managed by EVM or BMR.  

 

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

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 March 10, 2008. The Fund has also filed its CEO and CFO certifications required by Section 302 of the Sarbanes-Oxley Act with the SEC as an exhibit to its most recent Form N-CSR.


36




Investment Adviser and Administrator of Eaton Vance Short Duration Diversified Income Fund
Eaton Vance Management

The Eaton Vance Building
255 State Street
Boston, MA 02109

Custodian
State Street Bank and Trust Company

200 Clarendon Street
Boston, MA 02116

Transfer Agent
American Stock Transfer & Trust Company

59 Maiden Lane
Plaza Level
New York, NY 10038

Independent Registered Public Accounting Firm
Deloitte & Touche LLP

200 Berkeley Street
Boston, MA 02116

Eaton Vance Short Duration Diversified Income Fund
The Eaton Vance Building
255 State Street
Boston, MA 02109



2319-12/08  CE-SDDISRC




 

Item 2. Code of Ethics

 

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

 

Item 3. Audit Committee Financial Expert

 

The registrant’s Board has designated William H. Park, an independent trustee, as its audit committee financial expert.  Mr. Park is a certified public accountant who is the Vice Chairman of Commercial Industrial Finance Corp (specialty finance company). Previously, he served as President and Chief Executive Officer of Prizm Capital Management, LLC (investment management firm) and as Executive Vice President and Chief Financial Officer of United Asset Management Corporation (“UAM”) (a holding company owning institutional investment management firms).

 

Item 4. Principal Accountant Fees and Services

 

(a) –(d)

 

The following table presents the aggregate fees billed to the registrant for the registrant’s fiscal years ended October 31, 2007 and October 31, 2008 by the Fund’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 period.

 

Fiscal Years Ended

 

10/31/07

 

10/31/08

 

 

 

 

 

 

 

Audit Fees

 

$

67,350

 

$

63,395

 

 

 

 

 

 

 

Audit-Related Fees(1)

 

$

0

 

$

0

 

 

 

 

 

 

 

Tax Fees(2)

 

$

19,710

 

$

20,400

 

 

 

 

 

 

 

All Other Fees(3)

 

$

0

 

$

301

 

 

 

 

 

 

 

Total

 

$

87,060

 

$

84,096

 

 


(1)           Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under the category of audit fees.

 

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

 

(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.

 

For the fiscal years ended October 31, 2007 and October 31, 2008, the registrant was billed $35,000 and $40,000, respectively, by D&T the principal accountant for the registrant, for work done in connection with its Rule 17Ad-13 examination of Eaton Vance Management’s assertion that it has maintained an effective internal control structure over sub-transfer agent and registrar functions, such services being pre-approved in accordance with Rule 2-01(c)(7)(ii) of Regulation S-X.

 

(e)(1) The registrant’s audit committee has adopted policies and procedures relating to the pre-approval of services provided by the registrant’s principal accountant (the “Pre-Approval Policies”).  The Pre-Approval Policies establish a framework intended to assist the audit committee in the proper discharge of its pre-approval responsibilities.  As a general matter, the Pre-Approval Policies (i) specify certain types of audit, audit-related, tax, and other services determined to be pre-approved by the audit

 



 

committee; and (ii) delineate specific procedures governing the mechanics of the pre-approval process, including the approval and monitoring of audit and non-audit service fees.  Unless a service is specifically pre-approved under the Pre-Approval Policies, it must be separately pre-approved by the audit committee.

 

The Pre-Approval Policies and the types of audit and non-audit services pre-approved therein must be reviewed and ratified by the registrant’s audit committee at least annually.  The registrant’s audit committee maintains full responsibility for the appointment, compensation, and oversight of the work of the registrant’s principal accountant.

 

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

 

(f) Not applicable.

 

(g) The following table presents (i) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to the registrant by the registrant’s principal accountant for the registrant’s fiscal year ended October 31, 2007 and the fiscal year ended October 31, 2008; and (ii) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to the Eaton Vance organization by the registrant’s principal accountant for the same time periods.

 

Fiscal Years Ended

 

10/31/07

 

10/31/08

 

 

 

 

 

 

 

Registrant

 

$

19,710

 

$

20,701

 

 

 

 

 

 

 

Eaton Vance(1)

 

$

286,446

 

$

317,301

 

 


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

 

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

 

Item 5.  Audit Committee of Listed registrants

 

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

 



 

Item 6. Schedule of Investments

 

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

 

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

 

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

 

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

 

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

 



 

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

 

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

 

Christine Johnston, Catherine M. McDermott, Scott H. Page, Susan Schiff, Payson F. Swaffield, Mark S. Venezia 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 among the Fund’s three principal investment categories.

 

Ms. Johnston has been with Eaton Vance since 1994 and is a Vice President of EVM and Boston Management and Research, an Eaton Vance subsidiary (“BMR”).  Ms. McDermott has been with Eaton Vance since 2000 and is a Vice President of EVM and BMR.  Mr. Page has been an Eaton Vance portfolio manager since 1996 and is a Vice President of EVM and BMR. He is head of Eaton Vance’s Bank Loan Investment Group.  Ms. Schiff has been an Eaton Vance portfolio manager since 1991 and is a Vice President of EVM and BMR.  Mr. Swaffield is Chief Income Investment Officer of EVM and BMR and has been an Eaton Vance portfolio manager since 1996.  Mr. Venezia has been an Eaton Vance portfolio manager since 1990 and is a Vice President of EVM and BMR.  He is head of Eaton Vance’s Global Bond Department.  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*

 

Christine M. Johnston

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

3

 

$

2,961.6

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

0

 

$

0

 

0

 

$

0

 

Other Accounts

 

0

 

$

0

 

0

 

$

0

 

Catherine C. McDermott

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

2

 

$

2,689.0

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

0

 

$

0

 

0

 

$

0

 

Other Accounts

 

0

 

$

0

 

0

 

$

0

 

Scott H. Page

 

 

 

 

 

 

 

 

 

Registered Investment Companies**

 

10

 

$

11,467.5

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

4

 

$

2,343.6

 

1

 

$

483.9

 

Other Accounts

 

5

 

$

4,233.8

 

0

 

$

0

 

Susan Schiff

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

5

 

$

3,756.1

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

0

 

$

0

 

0

 

$

0

 

Other Accounts

 

0

 

$

0

 

0

 

$

0

 

Payson F. Swaffield

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

3

 

$

2,805.3

 

0

 

$

0

 

Other Pooled Investment Vehicles

 

0

 

$

0

 

0

 

$

0

 

Other Accounts

 

0

 

$

0

 

0

 

$

0

 

 



 

 

 

Number 
of All 
Accounts

 

Total Assets of 
All Accounts*

 

Number of 
Accounts 
Paying a 
Performance Fee

 

Total assets of 
Accounts Paying a
Performance Fee*

 

Mark S. Venezia

 

 

 

 

 

 

 

 

 

Registered Investment Companies**

 

10

 

$

4,334.1

***

0

 

$

0

 

Other Pooled Investment Vehicles

 

0

 

$

0

 

0

 

$

0

 

Other Accounts

 

1

 

$

5.0

 

0

 

$

0

 

 


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

 

**  Numbers provided include an investment company structured as a fund of funds which invests in funds in the Eaton Vance complex advised by other portfolio managers.

 

*** Certain of the funds that Mr. Venezia serves as portfolio manager may invest in underlying portfolios that Mr. Venezia also serves as portfolio manager.

 

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

 

Christine Johnston

 

None

 

Catherine M. McDermott

 

None

 

Scott H. Page

 

None

 

Susan Schiff

 

None

 

Payson F. Swaffield

 

None

 

Mark S. Venezia

 

$50,001 - $100,000

 

 

Potential for Conflicts of Interest.  It is possible that conflicts of interest may arise in connection with a portfolio manager’s management of the Fund’s investments on the one hand and investments of other accounts for which a portfolio manager is responsible on the other.  For example, a portfolio manager may have conflicts of interest in allocating management time, resources and investment opportunities among the Fund and other accounts he or she advises.  In addition, due to differences in the investment strategies or restrictions between the Fund and the other accounts, a portfolio manager may take action with respect to another account that differs from the action taken with respect to the Fund.  In some cases, another account managed by a portfolio manager 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, resources and investment opportunities.  Whenever conflicts of interest arise, a portfolio manager will endeavor to exercise his or her discretion in a manner that he or she believes is equitable to all interested persons.  EVM has adopted several policies and procedures designed to address these potential conflicts including:  a code of ethics; and policies which govern the investment adviser’s trading practices, including among other things the aggregation and allocation of trades among clients, brokerage allocation, cross trades and best execution.

 



 

Compensation Structure for EVM

 

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 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 normally evaluated primarily versus peer groups of funds as determined by Lipper Inc. and/or Morningstar, Inc.  When a fund’s peer group as determined by Lipper or Morningstar is deemed by EVM’s management not to provide a fair comparison, performance may instead be evaluated primarily against a custom peer group.  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 Short Duration Diversified Income Fund

 

 

By:

/s/ Payson F. Swaffield

 

 

Payson F. Swaffield

 

President

 

 

 

 

Date:

December 15, 2008

 

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

 

 

By:

/s/ Barbara E. Campbell

 

 

Barbara E. Campbell

 

Treasurer

 

 

 

 

Date:

December 15, 2008

 

 

By:

/s/ Payson F. Swaffield

 

 

Payson F. Swaffield

 

President

 

 

 

 

Date:

December 15, 2008