SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
NOTIFICATION OF REDEMPTION OF SECURITIES PURSUANT TO RULE 23c-2 UNDER THE
INVESTMENT COMPANY ACT OF 1940
Securities Act File No. 333-105916
Investment Company Act File No. 811-21323
EATON VANCE LIMITED DURATION INCOME FUND
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Name of Registrant
255 STATE STREET, BOSTON, MA 02109
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Address of Principal Executive Office
The undersigned registered closed-end investment company hereby notifies
the Securities and Exchange Commission that it intends to redeem securities of
which it is the issuer, as set forth below in accordance with the requirements
of Rule 23c-2 under the Investment Company Act of 1940 (the "Act"), and states
that it is filing this notice with the Commission pursuant to permission granted
by the Commission staff fewer than 30 days prior to the date set for the
redemption.
(1) Title of Class of Securities to be Redeemed:
AUCTION PREFERRED SHARES ("APS") SERIES A, SERIES B, SERIES C, SERIES D,
AND SERIES E
(2) Date on Which the Securities are to be Redeemed:
THE APS WILL BE REDEEMED ON THE DIVIDEND PAYMENT DATE FOR EACH SERIES AS
FOLLOWS: SERIES A ON MAY 6, 2008, SERIES B ON MAY 7, 2008, SERIES C ON MAY
1, 2008, SERIES D ON MAY 2, 2008, AND SERIES E ON MAY 5, 2008.
(3) Applicable Provisions of the Governing Instrument Pursuant to Which the
Securities are to be Redeemed:
ARTICLE VII, PARAGRAPHS 4(A)(I), 4(B) AND 4(C) OF THE AMENDED BY-LAWS
(4) Number of Shares and the Basis Upon Which the Securities to be Redeemed
are to be Selected:
SERIES A: 4,267 SHARES SELECTED PRO RATA AMONG THE HOLDERS OF THE SERIES
A SHARES IN PROPORTION TO THE NUMBER OF SERIES A SHARES THEY HOLD.
SERIES B: 4,267 SHARES SELECTED PRO RATA AMONG THE HOLDERS OF THE SERIES
B SHARES IN PROPORTION TO THE NUMBER OF SERIES B SHARES THEY HOLD.
SERIES C: 4,267 SHARES SELECTED PRO RATA AMONG THE HOLDERS OF THE SERIES
C SHARES IN PROPORTION TO THE NUMBER OF SERIES C SHARES THEY HOLD.
SERIES D: 4,267 SHARES SELECTED PRO RATA AMONG THE HOLDERS OF THE SERIES
D SHARES IN PROPORTION TO THE NUMBER OF SERIES D SHARES THEY HOLD.
SERIES E: 4,267 SHARES SELECTED PRO RATA AMONG THE HOLDERS OF THE SERIES
E SHARES IN PROPORTION TO THE NUMBER OF SERIES E SHARES THEY HOLD.
Please note that this notice serves only to disclose a proposed redemption
of each of the APS Series. Such redemption remains subject to the completion of
financing.
SIGNATURE
Pursuant to Rule 23c-2 under the Act, the registrant has caused this
notification to be duly executed on its behalf in the City of Boston and the
Commonwealth of Massachusetts on the 14th day of April 2008.
EATON VANCE LIMITED DURATION INCOME FUND
By: /s/Payson F. Swaffield
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Name: Payson F. Swaffield
Title: President