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NEW YORK--([ BUSINESS WIRE ])--Fitch Ratings has affirmed the ratings assigned to auction market preferred shares (AMPS) issued by the following two closed-end funds managed by Eaton Vance Management:

Eaton Vance Floating-Rate Income Trust (NYSE:EFT)

--$80,000,000 of AMPS series A, B, C, D and E, each with a liquidation preference of $25,000 per share at 'AAA';

Eaton Vance Senior Floating-Rate Trust (NYSE:EFR)

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

KEY RATING DRIVERS

The affirmations follow Fitch's annual reviews of EFT and EFR and reflect:

-- 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.

LEVERAGE

As of Jan. 31, 2012, the funds had the following assets and leverage outstanding:

--EFT: assets of approximately $862 million and leverage of $340 million or 39% of assets. Leverage consisted of approximately $260 million from a revolving line of credit and $80 million of rated AMPS.

--EFR: assets of approximately $766 million and leverage of $295 million or 38% of assets. Leverage consisted of approximately $164 million from a conduit facility and $131.3 million of rated AMPS.

ASSET COVERAGE

As of the same date, the funds' asset coverage ratios, 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%, which is the minimum asset coverage amount deemed consistent with an 'AAA' rating per Fitch's criteria. The funds' governing documents require that asset coverage for the AMPS, as calculated in accordance with the Fitch OC tests, be maintained in excess of 100%. Should the asset coverage decline below 100%, the governing documents require the funds to restore compliance within a 38 business-day period.

Additionally, the funds' asset coverage ratios for total outstanding AMPS and borrowings, as calculated in accordance with the Investment Company Act of 1940, were in excess of 200%, which is also a minimum asset coverage required by the funds' governing documents.

FUND PROFILES

EFT and EFR are diversified, closed-end management investment companies registered under the Investment Company Act of 1940, as amended that commenced operations in June 2004 and November 2003, respectively. Each 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 funds will seek to invest at least 80% of portfolio assets in senior loans. The funds may also invest in second-lien loans and high-yield bonds.

As of Jan. 31, 2012, senior loans comprised approximately 90% of EFT's and EFR's portfolios. The funds also held high-yield corporate bonds, short-term liquid securities and, to a lesser extent, structured finance and equity securities. The funds' top sector concentrations were in the Fitch sector categories of health care and media, broadcasting and cable. Given the high levels of issuer and sector diversification of both funds' assets, in accordance with Fitch's applicable rating criteria, no additional haircuts were added to the asset specific discount factors used for calculating asset coverage.

The funds may purchase senior loans that may be fully or partially unfunded and the commitments of which the funds are obligated to fulfill at the borrower's discretion. Fitch reviewed the size of each fund's unfunded loan commitments and found them to be less than 1% of total assets for each fund. The funds also invest in foreign currency denominated securities. The funds currently 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 sufficiency of asset coverage available to rated AMPS.

THE ADVISOR

Eaton Vance Management, a subsidiary of Eaton Vance Corp. acts as the investment adviser to the funds. As of Dec. 31, 2011, Eaton Vance Corp. and affiliates managed approximately $184.5 billion in assets.

RATING SENSITIVITY

The ratings may be sensitive to material changes in the credit quality or market risk profiles of the fund. 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.

Additional information is available at '[ www.fitchratings.com ]'. The ratings above were solicited by, or on behalf of, the issuer, and therefore, Fitch has been compensated for the provision of the ratings.

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

Applicable Criteria and Related Research:

--'Rating Closed-End Fund Debt and Preferred Stock' (Aug. 16, 2011);

--'Closed-End Funds: Derivatives Under Review (Increased Use and Limited Transparency Are Key Considerations)' (Nov. 16, 2011);

--'2012 Outlook: Closed-End Fund Leverage' (Dec. 19, 2011).

Applicable Criteria and Related Research:

Rating Closed-End Fund Debt and Preferred Stock

[ http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=648840 ]

Closed-End Funds: Derivatives Under Review (Increased Use and Limited Transparency Are Key Considerations)

[ http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=656591 ]

2012 Outlook: Closed-End Fund Leverage

[ http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=660709 ]

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