Fitch Ratings has affirmed the 'A' long-term ratings assigned to the auction preferred shares (APS) issued by Eaton Vance Senior Floating-Rate Trust (EFR) and Eaton Vance Limited Duration Income Fund (EVV).

The funds are managed by Eaton Vance Management.

RATING ACTIONS

Entity / Debt

Rating

Prior

Eaton Vance Limited Duration Income Fund

27828H204

LT

A

Affirmed

A

27828H303

LT

A

Affirmed

A

27828H402

LT

A

Affirmed

A

27828H501

LT

A

Affirmed

A

27828H600

LT

A

Affirmed

A

Eaton Vance Senior Floating - Rate Trust

27828Q204

LT

A

Affirmed

A

27828Q303

LT

A

Affirmed

A

27828Q402

LT

A

Affirmed

A

Page

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VIEW ADDITIONAL RATING DETAILS

KEY RATING DRIVERS

The ratings are supported by:

Suf?cient asset coverage relative to Fitch's published criteria;

Sufficient asset coverage provided to the preferred shares as calculated per the fund's overcollateralization (OC) tests;

The structural protections afforded by mandatory deleveraging 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 APS 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 diversi?ed, 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-diversi?ed, 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 invest in foreign currency-denominated securities and utilize 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 suf?ciency of asset coverage available to rated APS. EVV also used derivatives such as interest rate futures to manage exposure to interest rate risk and credit default swaps to gain certain credit exposures.

LEVERAGE

As of March 31, 2023, the review date, EFR's leverage consisted of borrowings under the fund's bank credit facility and Fitch-rated APS. As of the same date, EVV's leverage consisted of borrowings under the fund's bank credit facility and Fitch-rated APS.

As of the review date, the effective leverage level for the EFR and EVV funds were 36% and 31%, respectively. Effective leverage is a ratio measuring a fund's structural leverage as a percentage of its capital structure.

SUBORDIINATIOIN RISK AND REFINANCING RISK

Although the bank credit facilities and Fitch-rated APS utilized by both funds create a degree of subordination risk for the funds' preferred share investor, Fitch believes the risk is manageable. The rights of these creditors to receive payments of principal and interest are fully secured by the collateral of the applicable fund and are senior to the rights of holders of the rated preferred shares to receive dividends and other distributions, and upon liquidation. Fitch's net OC test quantifies subordination risk by assessing asset coverage to the rated obligations after first repaying liabilities that are senior in the capital structure. Both EFR and EVV have Fitch net OC test results in excess of 100% at the assigned rating level.

APS dividends are cumulative in nature, disclosed to the purchasers as such, and any accrued but unpaid cumulative dividends would be captured in Fitch's net OC test calculation.

Fitch believes there is minimal refinancing risk associated with the preferred shares of EFR and EVV. The Fitch net OC test results indicate the funds are sufficiently liquid to fully repay all of their leverage within a relatively brief 45- to 60-day exposure period.

DERIVATIVES

As of the review date, both EVV and EFR utilizes various interest rate derivatives to manage the duration of its portfolio and to hedge against fluctuations in securities prices due to interest rates.

ASSET COVERAGE

As of the review date, the funds' asset coverage ratios for the APS, as calculated in accordance with the Investment Company Act of 1940, were in excess of the minimum asset coverage of 200% required by the funds' governing documents.

As of the review date, each fund's asset coverage ratios, as calculated in accordance with Fitch OC tests per the 'A' rating guidelines, were in excess of 100%.

STRUCTURAL PROTECTIONS

Compliance with the asset coverage requirements are tested periodically. A breach of the asset coverage threshold requires the fund to redeem sufficient preferred shares to restore compliance.

For the asset coverage ratio test, the total market value exposure periods (i.e. the pre-speci?ed time period allotted for valuation, cure and redemption in the event of a breach) are within the 40-60 business day Fitch criteria guidelines.

INVESTMENT MANAGER

Eaton Vance Management, a subsidiary of Eaton Vance Corp., acts as the investment adviser to the funds. Eaton Vance Corp. is a part of Morgan Stanley Investment Management, the asset management division of Morgan Stanley. Morgan Stanley managed approximately $1.3 trillion of assets as of March 31, 2023.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive rating action/upgrade:

Rating upgrades are not currently envisioned for the funds as the funds invest largely in securities that are ineligible for credit at the 'AA' rating level.

Factors that could, individually or collectively, lead to negative rating action/downgrade:

The ratings may be sensitive to material changes in the leverage composition, portfolio credit quality or market risk of the funds' assets, as described above. A material adverse deviation from Fitch guidelines for any key rating driver could cause Fitch to downgrade the ratings;

The ratings could be downgraded if asset coverage cushions erode as a result of market volatility, or if Fitch believes the assets the funds invest in are unlikely to retain suf?cient liquidity and price stability at the current rating level;

The funds have the ability to assume economic leverage through derivative transactions that may not be captured by the minimum asset coverage test or effective leverage ratio. The funds do not currently engage in speculative derivative activity. Material derivative exposures in the future could have potential negative rating implications if they adversely affect asset coverage available to rated preferred shares;

Transaction documents reference Fitch's rating criteria that was published in December 2020 for the purposes of calculating the Fitch's net OC tests. If Fitch in the future makes material changes to its criteria and transaction documents' references to the 2020 criteria are not updated, this may have a rating impact on the preferred shares.

Best/Worst Case Rating Scenario

International scale credit ratings of Financial Institutions and Covered Bond issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. For more information about the methodology used to determine sector-specific best- and worst-case scenario credit ratings, visit https://www.fitchratings.com/site/re/10111579

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING

The principal sources of information used in the analysis are described in the Applicable Criteria.

Additional information is available on www.fitchratings.com

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