Fitch Affirms Auction Market Preferred Stock Ratings of two Eaton Vance Funds at 'AAA'

Fitch Ratings has affirmed the 'AAA' ratings assigned to the auction market preferred shares (AMPS) issued by Eaton Vance Senior Floating-Rate Trust (NYSE:EFR) and Eaton Vance Limited Duration Income Fund (NYSE AMEX:EVV), closed-end funds managed by Eaton Vance Management:

--EFR, $131,300,000 of AMPS series A, B, C and D, each with a liquidation preference of $25,000 per share at 'AAA';

--EVV, $266,625,000 of AMPS series A, B, C, D and E each with a liquidation preference of $25,000 per share at 'AAA'.

KEY RATING DRIVERS

The affirmation follows Fitch's annual reviews of EFR and reflects:

--Sufficient asset coverage relative to Fitch's published criteria;

--The structural protections afforded by mandatory de-leveraging provisions in the event of asset coverage declines;

--The legal and regulatory parameters that govern the funds' operations;

--The capabilities of Eaton Vance Management as the investment advisor.

Fitch's ratings on AMPS speak only to timely repayment of interest and principal in accordance with the governing documents and not to potential liquidity in the secondary market.

FUND PROFILES

EFR is a diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended that commenced operations in November 2003. The fund has the investment objective of providing a high level of current income, with a secondary objective of seeking capital preservation. Under normal circumstances, the fund will seek to invest at least 80% of portfolio assets in senior loans. The fund may also invest in second-lien loans and high-yield bonds.

EVV is a non-diversified, closed-end management investment company, registered under the Investment Company Act of 1940, as amended. The fund commenced operations in May 2003 with the investment objective of seeking a high level of current income with a secondary objective of seeking capital appreciation. The fund invests primarily in two investment categories, U.S. government agency mortgage-backed securities and investments rated below investment grade including senior loans and bonds.

The funds may purchase senior loans that may be fully or partially unfunded and the commitments of which the fund is obligated to fulfill at the borrower's discretion. Fitch reviewed the size of unfunded loan commitments as of Jan. 31, 2015 and found them to be less than 1% of total assets.

As of the same date, the funds invested in foreign currency denominated securities and utilized forward foreign currency exchange contracts to hedge the potential exchange rate risk associated with such investments. Fitch notes that for unhedged positions, exchange rate risk is included as part of Fitch's assessment of the sufficiency of asset coverage available to rated AMPS. EVV also used derivatives such as interest rate futures to manage exposure to interest rate risk.

LEVERAGE

As of Jan. 31, 2014, EFR had total assets of approximately $890 million and leverage of $341 million or 38% of assets. Leverage consisted of approximately $210 million from a bank credit facility and $131 million of rated AMPS.

As of the same date, EVV had total assets of approximately $3.1 billion and leverage of $1.2 billion or 38% of assets. Leverage consisted of $779 million from a conduit credit facility, $130 million from reverse repurchase agreements and $267 million from rated AMPS.

ASSET COVERAGE

As of Jan. 31, 2014, the funds' coverage ratios for the AMPS, as calculated in accordance with the Fitch total and net overcollateralization tests (Fitch OC tests) per the 'AAA' rating guidelines outlined in Fitch's closed-end fund criteria, were in excess of 100%. This is the minimum asset coverage guideline required by the funds' governing documents and evaluated as such by Fitch.

The funds' asset coverage ratios for the AMPS, as calculated in accordance with the Investment Company Act of 1940 (1940 Act), were in excess of 200%, which is the minimum asset coverage required by the 1940 Act at the time of issuance and the funds' governing documents.

STRUCTURAL PROTECTIONS

Should the asset coverage tests decline below their minimum threshold amounts (as tested each business day), the fund manager is then expected to cure the breach by altering the composition of the portfolio toward assets with lower discount factors (for Fitch OC Tests breaches), or by reducing leverage in a sufficient amount (for both the Fitch OC Tests and the 1940 Act test breaches) within a pre-specified time period (a maximum of 28 business days for the Fitch OC Tests and a longer period for the 1940 Act test).

THE ADVISOR

Eaton Vance Management, a subsidiary of Eaton Vance Corp., acts as the investment adviser to the funds. As of December 31, 2014, Eaton Vance Corp. and affiliates managed approximately $296 billion of assets..

RATING SENSITIVITIES

The ratings may be sensitive to material changes in the credit quality or market risk profiles of the funds. A material adverse deviation from Fitch guidelines for any key rating driver could cause the rating to be lowered by Fitch. For additional information about Fitch closed-end fund ratings guidelines, please review the criteria referenced below, which can be found on Fitch's website.

For additional information about Fitch closed-end fund ratings guidelines, please review the criteria referenced below, which can be found on Fitch's website.

To receive Fitch's forthcoming research on closed-end funds please go to:

http://forms.fitchratings.com/forms/FAMCEFOptinform

Additional information is available at 'www.fitchratings.com'.

The sources of information used to assess this rating were the public domain and Eaton Vance.

Applicable Criteria and Related Research:

--'Rating Closed-End Fund Debt and Preferred Stock' (Aug. 14, 2013).

Applicable Criteria and Related Research:

Rating Closed-End Fund Debt and Preferred Stock -- Effective August 14, 2013 to September 4, 2014

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=716220

Additional Disclosure

Solicitation Status

http://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=980441

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