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
----------------------------------------
Name of Registrant
255 STATE STREET, BOSTON, MA 02109
----------------------------------
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 at least 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 OCTOBER 5, 2004, SERIES B ON OCTOBER 6, 2004,
SERIES C ON OCTOBER 7, 2004, SERIES D ON OCTOBER 8, 2004, AND SERIES E ON
OCTOBER 4, 2004.
(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: 1,200 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: 1,200 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: 1,200 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: 1,200 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: 1,200 SHARES, SELECTED PRO RATA AMONG THE HOLDERS OF THE
SERIES E SHARES IN PROPORTION TO THE NUMBER OF SERIES E SHARES THEY HOLD.
- 2 -
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 20th day of August 2004.
Eaton Vance Limited Duration
Income Fund
By: /s/ Thomas E. Faust Jr.
-------------------------
Name: Thomas E. Faust Jr.
Title: President
- 3 -