Edgar Filing: EATON VANCE LIMITED DURATION INCOME FUND

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

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Eaton Vance Limited Duration Income Fund
(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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EATON VANCE LIMITED DURATION INCOME FUND
THE EATON VANCE BUILDING
255 STATE STREET
BOSTON, MASSACHUSETTS 02109

December 29, 2003

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of
Eaton Vance Limited Duration Income Fund (the "Fund"), which will be held at the
principal office of the Fund, The Eaton Vance Building, 255 State Street,
Boston, Massachusetts 02109, on Friday, February 20, 2004 at 1:30 P.M. (Boston
time).

At this meeting you will be asked to consider the election of Trustees. The
enclosed proxy statement contains additional information.

We hope that you will be able to attend the meeting. Whether or not you
plan to attend and regardless of the number of shares you own, it is important
that your shares be represented. I urge you to complete, sign and date the
enclosed proxy card and return it in the enclosed postage-paid envelope as soon
as possible to assure that your shares are represented at the meeting.

Sincerely,

/s/ Thomas E. Faust Jr.

Thomas E. Faust Jr.
President

YOUR VOTE IS IMPORTANT - PLEASE RETURN YOUR PROXY CARD PROMPTLY.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING. WHETHER
OR NOT YOU PLAN TO ATTEND IN PERSON, YOU ARE REQUESTED TO COMPLETE, SIGN AND
RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE. YOU MAY WITHDRAW YOUR PROXY
IF YOU ATTEND THE ANNUAL MEETING AND DESIRE TO VOTE IN PERSON.

EATON VANCE LIMITED DURATION INCOME FUND

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FRIDAY, FEBRUARY 20, 2004

The Annual Meeting of Shareholders of Eaton Vance Limited Duration Income
Fund, a Massachusetts business trust (the "Fund"), will be held at the principal
office of the Fund, The Eaton Vance Building, 255 State Street, Boston,
Massachusetts 02109, on Friday, February 20, 2004 at 1:30 P.M. (Boston time),
for the following purposes:

1. To elect two Class I Trustees of the Fund, one of whom shall be elected
solely by the holders of the Fund's Auction Preferred Shares.

2. To consider and act upon any other matters which may properly come before
the meeting and any adjourned session thereof.

The Board of Trustees has fixed the close of business on December 22, 2003
as the record date for the determination of the shareholders of the Fund
entitled to notice of and to vote at the meeting and any adjournments thereof.

By Order of the Board of Trustees

/s/ Alan R. Dynner

Alan R. Dynner
Secretary

December 29, 2003
Boston, Massachusetts

IMPORTANT

SHAREHOLDERS CAN HELP THE BOARD OF TRUSTEES OF THE FUND AVOID THE NECESSITY AND
ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATIONS TO OBTAIN A QUORUM BY
PROMPTLY RETURNING THE ENCLOSED PROXY. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES
NO POSTAGE IF MAILED IN THE UNITED STATES AND IS INTENDED FOR YOUR CONVENIENCE.

EATON VANCE LIMITED DURATION INCOME FUND
THE EATON VANCE BUILDING
255 STATE STREET
BOSTON, MASSACHUSETTS 02109

PROXY STATEMENT

A proxy is enclosed with the foregoing Notice of the Annual Meeting of
Shareholders of Eaton Vance Limited Duration Income Fund (the "Fund") to be held
February 20, 2004 for the benefit of shareholders who do not expect to be
present at the meeting. This proxy is solicited on behalf of the Board of
Trustees of the Fund and is revocable by the person giving it prior to exercise
by a signed writing filed with the Fund's Secretary or by executing and
delivering a later dated proxy or by attending the meeting and voting the shares
in person. Each proxy will be voted in accordance with its instructions; if no
instruction is given, an executed proxy will authorize the persons named as
attorneys, or any of them, to vote in favor of the election of each Trustee.
This proxy material is being mailed to shareholders on or about December 29,
2003.

The Board of Trustees of the Fund has fixed the close of business December
22, 2003, as the record date for the determination of the shareholders entitled
to notice of and to vote at the meeting and any adjournments thereof.
Shareholders at the close of business on the record date will be entitled to one
vote for each share held. As of December 22, 2003, there were 110,898,416 Common
Shares of beneficial interest, $.01 par value per share ("Common Shares") and
38,000 Auction Preferred Shares, $.01 per value per share, liquidation
preference $25,000 per share ("APS"), of the Fund outstanding. As of such date,
to the Fund's knowledge, (i) no shareholder beneficially owned more than 5% of
the outstanding shares; and (ii) the Trustees and executive officers of the
Fund, individually and as a group, owned beneficially less than 1% of the
outstanding shares of the Fund.

The Board of Trustees of the Fund knows of no business other than that
mentioned in Item 1 of the Notice of Meeting that will be presented for
consideration. If any other matters are properly presented, it is the intention
of the persons named as attorneys in the enclosed proxy to vote the proxies in
accordance with their judgment on such matters.

PROPOSAL 1. ELECTION OF TRUSTEES

The Fund's Declaration of Trust provides that a majority of the Trustees
shall fix the number of the entire Board and that such number shall be at least
two and no greater than fifteen. The Board has currently fixed the number of
Trustees at seven. The Fund's Declaration of Trust further provides that the
Board of Trustees shall be divided into three classes. The term of office of the
Class I Trustees expires on the date of the 2004 Annual Meeting, and the term of
office of the Class II and Class III Trustees will expire one and two years
thereafter, respectively. Accordingly, only nominees for Class I Trustee are
currently proposed for election. Trustees chosen to succeed the Trustees whose
terms are expiring will be elected for a three-year term. An effect of staggered
terms is to limit the ability of entities or persons to acquire control of the
Fund.

Proxies will be voted for the election of the following Class I Trustee
nominees: Jessica M. Bibliowicz and Samuel L. Hayes, III. Mr. Hayes will be
elected solely by the holders of the Fund's Auction Preferred Shares. Each
nominee is currently serving as a Trustee and has consented to continue to so
serve. In the event that a nominee is unable to serve for any reason (which is
not now expected) when the election occurs, the accompanying Proxy will be voted
for such other person or persons as the Board of Trustees may recommend.

The Class II Trustees serving until the 2005 Annual Meeting are James B.
Hawkes and William H. Park. The Class III Trustees serving until the 2006 Annual
Meeting are Norton H. Reamer, Ronald A. Pearlman and Lynn A. Stout.

The nominees for Class I Trustee and the Fund's current Class II and Class
III Trustees and their principal occupations for at least the last five years
are as described below.

TRUSTEES

CLASS I TRUSTEES NOMINATED FOR ELECTION
INTERESTED TRUSTEE

JESSICA M. BIBLIOWICZ* Class I Until 2004. Chairman, President and Chief 193 Director of National
DOB: 11/28/59 Trustee 3 years. Executive Officer of National Financial Partners
Trustee Financial Partners (a financial
since 2003. services company) (since April 1999).
President and Chief Operating Officer
of John A. Levin & Co. (a registered
investment advisor) (July 1997 to
April 1999) and a Director of Baker,
Fentress & Company which owns John A.
Levin & Co. (July 1997 to April 1999).
NONINTERESTED TRUSTEE

SAMUEL L. HAYES, III (A) Class I Until 2004. Jacob H. Schiff Professor of 195 Director of Tiffany
DOB: 2/23/35 Trustee 3 years. Investment Banking Emeritus, Harvard & Co. (specialty
Trustee University Graduate School of Business retailer) and
since 2003. Administration. Telect, Inc.
(telecommunication
services company)

CLASS II AND CLASS III TRUSTEES
INTERESTED TRUSTEE

JAMES B. HAWKES* Vice Until 2005. Chairman, President and Chief 195 Director of EVC
DOB: 11/9/41 President 3 years. Executive Officer of EVM, and its
and Class Trustee corporate parent and trustee (EVC and
II Trustee since 2003. EV); Vice President and Director of
Eaton Vance Distributors, Inc.;
Director of EV.
NONINTERESTED TRUSTEES

WILLIAM H. PARK Class II Until 2005. President and Chief Executive Officer, 192 None
DOB: 9/19/47 Trustee 3 years. Prizm Capital Management, LLC
Trustee (investment management firm) (since
since 2003. 2002). Executive Vice President and
Chief Financial Officer, United Asset
Management Corporation (a holding
company owning institutional
investment management firms)
(1982-2001).

NUMBER OF
PORTFOLIOS
TERM OF IN FUND OTHER
POSITION(S) OFFICE AND COMPLEX DIRECTORSHIPS
NAME, ADDRESS HELD WITH LENGTH OF PRINCIPAL OCCUPATIONS DURING PAST OVERSEEN BY HELD BY
AND AGE(1) FUND TIME SERVED FIVE YEARS TRUSTEE(2) TRUSTEE
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RONALD A. PEARLMAN Class III Until 2006. Professor of Law, Georgetown 192 None
DOB: 7/10/40 Trustee 3 years. University Law Center (since 1999).
Trustee Formerly, Tax Partner, Covington &
since 2003. Burling, Washington, DC (1991-2000).

NORTON H. REAMER (A) Class III Until 2006. President and Chief Executive Officer 195 None
DOB: 9/21/35 Trustee 3 years. of Asset Management Finance Corp. (a
Trustee specialty finance company serving the
since 2003. investment management industry) (since
October 2003). President, Unicorn
Corporation (an investment and
financial advisory services company)
(since September 2000). Formerly,
Chairman, Hellman, Jordan Management
Co., Inc. (an investment management
company) (2000-2003). Formerly,
Advisory Director of Berkshire Capital
Corporation (investment banking firm)
(2002-2003). Formerly, Chairman of
the Board, United Asset Management
Corporation (a holding company owning
institutional investment management
firms) and Chairman, President and
Director, UAM Funds (mutual funds)
(1980-2000).

LYNN A. STOUT Class III Until 2006. Professor of Law, University of 195 None
DOB: 9/14/57 Trustee 3 years. California at Los Angeles, School of
Trustee Law (since July 2001). Formerly,
since 2003. Professor of Law, Georgetown
University Law Center.

(1) The business address of each Trustee is The Eaton Vance Building, 255 State
Street, Boston, MA 02109.
(2) Includes both master and feeder funds in master-feeder structure.
* Interested Trustee.
(A) APS Trustee.

INTERESTED TRUSTEES

James B. Hawkes is an "interested person" (as defined in the Investment
Company Act of 1940 (the "1940 Act")) by reason of his affiliations with Eaton
Vance Management ("EVM" or "Eaton Vance"), the Fund's investment adviser, and
Eaton Vance Corp. ("EVC"), a publicly traded holding company, which indirectly
owns all the outstanding shares of EVM and of EVM's trustee, Eaton Vance, Inc.
("EV"), which is a wholly-owned subsidiary of EVC. (EVM, EVC, and their
affiliates are sometimes referred to collectively as the "Eaton Vance
Organization".)

Jessica M. Bibliowicz is an "interested person" because of her affiliation
with a brokerage firm that is and has been a dealer in shares of funds for which
EVM acts as investment adviser.

ELECTION OF TRUSTEES BY APS AND COMMON SHARES

Under the terms of the Fund's By-Laws, as amended (the "By-Laws"), the
holders of the APS are entitled as a class, to the exclusion of the holders of
the Common Shares, to elect two Trustees of the Fund (identified by an "(A)"
after their names above). Simply stated, the APS Trustees are only elected by
the holders of the Fund's Auction Preferred Shares. Holders of Common Shares do
not vote on the election of APS Trustees. Samuel L. Hayes, III has been
nominated for election by the holders of the APS. The By-Laws further provide
for the election of the other nominee named above by the holders of the Common
Shares and the APS, voting as a single class. Election of Trustees is
non-cumulative. The Trustees of the Fund shall be elected by a plurality of the
shares of the Fund entitled to vote.

The following table shows the dollar range of shares beneficially owned in
the Fund and in all Eaton Vance funds by each Trustee:

AGGREGATE DOLLAR RANGE OF EQUITY
DOLLAR RANGE OF SECURITIES IN ALL EATON VANCE
NAME OF TRUSTEE FUND SHARES HELD FUNDS OVERSEEN BY TRUSTEE
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INTERESTED TRUSTEES
Jessica M. Bibliowicz None $10,001 - $50,000
James B. Hawkes None Over $100,000
NONINTERESTED TRUSTEES
Samuel L. Hayes, III None Over $100,000*
William H. Park None $50,001 - $100,000*
Ronald A. Pearlman None $50,001 - $100,000
Norton H. Reamer None Over $100,000
Lynn A. Stout None $10,001 - $50,000*

* Includes shares held in Trustee Deferred Compensation Plan.

BOARD MEETINGS AND COMMITTEES

The Fund has not completed a full fiscal year. During the fiscal period May
30, 2003 (commencement of operations) through October 31, 2003, the Trustees of
the Fund met three times, the Governance Committee met once, the Special
Committee met once and the Audit Committee met once. Each Trustee attended at
least 75% of the Board and committee meetings on which he or she serves.

The Governance, Special and Audit Committees of the Board of Trustees are
each comprised of Trustees who are not "interested persons" as that term is
defined under the 1940 Act.

Messrs. Hayes, Park, Pearlman, and Reamer and Ms. Stout, currently serve on
the Governance Committee. Ms. Stout currently serves as the Governance
Committee's chair. The purpose of the Committee is to undertake a periodic
review of, and make recommendations with respect to, the Board's performance;
Trustee compensation; appointment of new Trustees; identity, duties and
composition of the various Board Committees; development and maintenance of the
Board's membership, structure and operations; policies and procedures adopted or
approved by the Board to comply with regulatory requirements that relate to fund
governance; and any other matters related to fund governance. The Board will,
when a vacancy exists or is anticipated, consider any nominee for Trustee
recommended by a shareholder if such recommendation is submitted to the Board in
writing and contains sufficient background information concerning the individual
to enable a proper judgment to be made as to such individual's qualifications.

Messrs. Hayes (Chairman), Park, Pearlman and Reamer currently serve on the
Special Committee of the Board of Trustees of the Fund. The purpose of the
Special Committee is to consider, evaluate and make recommendations to the full
Board concerning (i) all contractual arrangements with service providers to the

Fund, including investment advisory, administrative, transfer agency, custodial
and fund accounting and distribution services (if any); and (ii) all other
matters in which Eaton Vance or its affiliates has any actual or potential
conflict of interest with the Fund or its shareholders.

Messrs. Reamer (Chairman), Hayes, Park and Ms. Stout currently serve on the
Audit Committee of the Board of Trustees of the Fund. Each member is independent
of the Fund, as defined by American Stock Exchange listing standards. The Audit
Committee's functions include (i) overseeing the Fund's accounting and financial
reporting policies and practices, its internal audit controls and procedures,
the internal controls of certain service providers, as appropriate, and the
quality and integrity of the Fund's financial statements and independent audit
thereof; (ii) approving the selection, evaluation, and, when appropriate,
replacement of the Fund's independent auditors; and (iii) evaluating the
qualification, independence, and performance of the Fund's independent auditors.
The Fund's Board of Trustees has adopted a written charter for its Audit
Committee. A copy of the Audit Committee's current charter is attached as
Exhibit A. Set forth below under "Additional Information" is information
concerning the Audit Committee's Report. The Board of Trustees of the Fund has
designated Messrs. Park, Hayes and Reamer as the Fund's Audit Committee
financial experts.

REMUNERATION OF TRUSTEES

The fees and expenses of those Trustees of the Fund who are not members of
the Eaton Vance Organization will be paid by the Fund. No fees were paid to
Trustees for the fiscal period from May 30, 2003 (commencement of operations) to
October 31, 2003. For the fiscal year ending April 30, 2004, the Trustees of the
Fund will earn the estimated compensation set forth below in their capacities as
Trustees of the Fund. For the calendar year ended December 31, 2002, the
Trustees earned the compensation set forth below in their capacities as Trustees
of the funds in the Eaton Vance fund complex(1):

TOTAL
AGGREGATE COMPENSATION
COMPENSATION FROM FUND
NAME OF TRUSTEE FROM FUND(2) AND FUND COMPLEX
--------------- ------------ ----------------
Jessica M. Bibliowicz $3,060 $160,000
Samuel L. Hayes, III 3,153 180,000
William H. Park 2,887 160,000(3)
Ronald A. Pearlman 2,920 160,000(3)
Norton H. Reamer 2,919 160,000
Lynn A. Stout 2,974 160,000(4)

(1) As of December 1, 2003, the Eaton Vance fund complex consisted of 196
registered investment companies or series thereof.
(2) Estimated for the Fund's fiscal year ending April 30, 2004.
(3) Messrs. Park and Pearlman were appointed as Trustees in 2003 and thus did
not receive fees for the calendar year ended December 31, 2002. The
compensation figures listed for each of Mr. Park and Mr. Pearlman are
estimated for the calendar year ending December 31, 2003.
(4) Includes $16,000 of deferred compensation.

Trustees of the Fund who are not affiliated with Eaton Vance may elect to
defer receipt of all or a percentage of their annual fees in accordance with the
terms of a Trustees Deferred Compensation Plan (the "Trustees' Plan"). Under the
Trustees' Plan, an eligible Trustee may elect to have his deferred fees invested
by the Fund in the shares of one or more funds in the Eaton Vance fund complex,
and the amount paid to the Trustees under the Trustees' Plan will be determined
based upon the performance of such investments. Deferral of Trustees' fees in
accordance with the Trustees' Plan will have a negligible effect on the Fund's
assets, liabilities, and net income per share, and will not obligate the Fund to
retain the services of any trustee or obligate the Fund to pay any particular
level of compensation to the Trustee. The Fund does not have a retirement plan
for its Trustees.

THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF
THE TWO CLASS I TRUSTEE NOMINEES.

NOTICE TO BANKS AND BROKER/DEALERS

The Fund has previously solicited all Nominee and Broker/Dealer accounts as
to the number of additional proxy statements required to supply owners of
shares. Should additional proxy material be required for beneficial owners,
please forward such requests to PFPC Inc. Attention: Mr. Joseph P. Lundbohm,
P.O. Box 43027, Providence, RI 02940-3027.

ADDITIONAL INFORMATION

AUDIT COMMITTEE REPORT. The Fund commenced operations May 30, 2003 and will not
complete its first fiscal year until April 30, 2004. The Fund's first audited
financial statements will be prepared upon the completion of its fiscal year
ending April 30, 2004. At that time, it is anticipated that the Audit Committee
will review and discuss the audited financial statements with Fund management
and discuss with the independent auditors the matters required to be discussed
by SAS 61 (Codification of Statements on Auditing Standards). Moreover, it is
anticipated that the Audit Committee will receive the written disclosures and
the letter from the independent accountants required by Independence Standards
Board Standard No. 1 (Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees) and discuss with the independent accountants
their independence.

Based on the review and discussions referred to above, the Audit Committee
will then determine whether to recommend to the Board of Trustees that the
audited financial statements be included in the Fund's annual report to
shareholders for the fiscal year ending April 30, 2004 for filing with the
Securities and Exchange Commission. As mentioned, the Audit Committee is
comprised of Messrs. Reamer (Chairman), Hayes, Park and Ms. Stout.

AUDITORS, AUDIT FEES AND ALL OTHER FEES. Deloitte & Touche LLP ("Deloitte"), 200
Berkeley Street, Boston, Massachusetts 02116, serves as independent accountants
of the Fund. Deloitte is expected to be present at the Annual Meeting, but if
not, a representative will be available by telephone should the need for
consultation arise. Representatives of Deloitte will have the opportunity to
make a statement if they desire to do so and will be available to respond to
appropriate questions. For the fiscal year ending April 30, 2004, it is
estimated the Fund will pay an aggregate of $78,080 in professional fees to
their auditors, Deloitte, of which $65,400 will be paid for audit services and
$12,680 will be paid for other services. Deloitte also provides services to
numerous other investment companies sponsored by Eaton Vance and serves as EVC's
auditors. Total fees paid to Deloitte by EVC (and its affiliates) for the most
recent fiscal year ended October 31, 2003 were $983,442. The Audit Committee and
Board of Trustees of the Fund are aware that Deloitte provides services to the
Eaton Vance Organization and considered whether the provision of such services
is compatible with the maintenance of that firm's independence.

OFFICERS OF THE FUND. The officers of the Fund and their length of service are
set forth below. Because of their positions with Eaton Vance and their ownership
of EVC stock, the officers of the Fund will benefit from the advisory and
administration fees paid by the Fund to Eaton Vance. As of the record date, the
officers of the Fund owned 8,300 shares.

TERM OF OFFICE
POSITION(S) AND LENGTH OF PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE(1) HELD WITH FUND TIME SERVED DURING PAST FIVE YEARS(2)
------------------------------------------------------------------------------------------------------------------------------------

THOMAS E. FAUST JR. President Since 2003 Executive Vice President of Eaton Vance, BMR, EVC and EV. Chief
DOB: 5/31/58 Investment Officer of Eaton Vance and BMR and Director of EVC.
Chief Executive Officer of Belair Capital Fund LLC, Belcrest Capital
Fund LLC, Belmar Capital Fund LLC, Belport Capital Fund LLC and
Belrose Capital Fund LLC (private investment companies sponsored by
Eaton Vance). Officer of 54 registered investment companies
managed by Eaton Vance or BMR.

ALAN R. DYNNER Secretary Since 2003 Vice President, Secretary and Chief Legal Officer of BMR, Eaton
DOB: 10/10/40 Vance, EVD and EVC. Officer of 195 registered investment companies
managed by Eaton Vance or BMR.

JAMES L. O'CONNOR Treasurer Since 2003 Vice President of BMR, Eaton Vance and EVD. Officer of 116
DOB: 4/1/45 registered investment companies managed by Eaton Vance or BMR.

SCOTT H. PAGE Vice President Since 2003 Vice President of Eaton Vance and BMR. Officer of 13 registered
DOB: 11/30/59 investment companies managed by Eaton Vance or BMR.

SUSAN SCHIFF Vice President Since 2003 Vice President of Eaton Vance and BMR. Officer of 26 registered
DOB: 3/13/61 investment companies managed by Eaton Vance or BMR.

PAYSON F. SWAFFIELD Vice President Since 2003 Vice President of Eaton Vance and BMR. Officer of 13 registered
DOB: 8/13/56 investment companies managed by Eaton Vance or BMR.

MICHAEL W. WEILHEIMER Vice President Since 2003 Vice President of Eaton Vance and BMR. Officer of 10 registered
DOB: 2/11/61 investment companies managed by Eaton Vance or BMR.

(1) The business address of each officer is The Eaton Vance Building, 255 State
Street, Boston, MA 02109.
(2) Includes both master and feeder funds in master-feeder structure.

INVESTMENT ADVISER AND ADMINISTRATOR. Eaton Vance Management with its principal
office at The Eaton Vance Building, 255 State Street, Boston, Massachusetts
02109, serves as the investment adviser and administrator to the Fund.

PROXY SOLICITATION AND TABULATION. The expense of preparing, printing and
mailing this Proxy Statement and enclosures and the costs of soliciting proxies
on behalf of the Board of Trustees of the Fund will be borne by the Fund.
Proxies will be solicited by mail and may be solicited in person or by telephone
or facsimile by officers of the Fund, by personnel of its administrator, Eaton
Vance, by the Fund's transfer agent, PFPC Inc., or by broker-dealer firms. The
expenses associated with the solicitation of these proxies and with any further
proxies which may be solicited by the Fund's officers, by Eaton Vance personnel,
by the transfer agent, PFPC Inc., or by broker-dealer firms, in person, or by
telephone or by facsimile will be borne by the Fund. A written proxy may be
delivered to the Fund or its transfer agent prior to the meeting by facsimile
machine, graphic communication equipment or similar electronic transmission. The
Fund will reimburse banks, broker-dealer firms, and other persons holding shares
registered in their names or in the names of their nominees, for their expenses
incurred in sending proxy material to and obtaining proxies from the beneficial
owners of such shares. Total estimated proxy solicitation costs are
approximately $176,000.

All proxy cards solicited by the Board of Trustees that are properly
executed and received by the Secretary prior to the meeting, and which are not
revoked, will be voted at the meeting. Shares represented by such proxies will
be voted in accordance with the instructions thereon. If no specification is
made on the proxy card with respect to Proposal 1, it will be voted for the
matters specified on the proxy card. All shares that are voted and votes to
ABSTAIN will be counted towards establishing a quorum, as will broker non-votes.
(Broker non-votes are shares for which (i) the beneficial owner has not voted
and (ii) the broker holding the shares does not have discretionary authority to
vote on the particular matter.) Accordingly, abstentions and broker non-votes
will assist the Fund in obtaining a quorum, but will have no effect on the
outcome of Proposal 1.

In the event that sufficient votes by the shareholders of the Fund in favor
of any Proposal set forth in the Notice of this meeting are not received by
February 20, 2004, the persons named as attorneys in the enclosed proxy may
propose one or more adjournments of the meeting to permit further solicitation
of proxies. A shareholder vote may be taken on one or more of the Proposals in
this Proxy Statement prior to such adjournment if sufficient votes have been
received and it is otherwise appropriate. Any such adjournment will require the
affirmative vote of the holders of a majority of the shares present in person or
by proxy at the session of the meeting to be adjourned. The persons named as
attorneys in the enclosed proxy will vote in favor of such adjournment those
proxies which they are entitled to vote in favor of the Proposal for which
further solicitation of proxies is to be made. They will vote against any such
adjournment those proxies required to be voted against such Proposal. The costs
of any such additional solicitation and of any adjourned session will be borne
by the Fund.

THE FUND WILL FURNISH WITHOUT CHARGE A COPY OF ITS SEMIANNUAL REPORT FOR
THE FISCAL PERIOD ENDING OCTOBER 31, 2003 TO ANY SHAREHOLDER UPON REQUEST.
SHAREHOLDERS DESIRING TO OBTAIN A COPY OF SUCH REPORT SHOULD WRITE TO THE FUND
C/O PFPC INC., ATTN: MR. JOSEPH P. LUNDBOHM, P.O. BOX 43027, PROVIDENCE, RI
02940-3027, OR CALL 1-800-331-1710.

SHAREHOLDER PROPOSALS

Any proposals of shareholders that are intended to be presented at the
Fund's 2005 Annual Meeting of Shareholders must be received at the Fund's
principal office no later than September 1, 2004 and must comply with all legal
requirements in order to be included in the Fund's proxy statement and form of
proxy for that meeting.

EATON VANCE LIMITED DURATION INCOME FUND

December 29, 2003

EXHIBIT A

ADOPTED - AUGUST 11, 2003

EATON VANCE FUNDS

AUDIT COMMITTEE CHARTER

I. COMPOSITION OF THE AUDIT COMMITTEE. The Audit Committee of each registered
investment company sponsored by Eaton Vance Management (each a "Fund")
shall be comprised of at least three Trustees, each of whom shall have been
determined by the Board of Trustees to have no material relationship that
would interfere with the exercise of his or her independent judgment. No
member of the Audit Committee may be an "interested person" of a Fund as
defined in Section 2(a)(19) of the Investment Company Act of 1940, as
amended (the "1940 Act"), nor shall any member receive any compensation
from a Fund except compensation for service as a member of the Board of
Trustees or a committee of the Board. Each member shall also satisfy the
applicable Audit Committee membership requirements imposed under the rules
of the American Stock Exchange and New York Stock Exchange (and such other
national securities exchange on which a Fund's shares are listed), as in
effect from time to time, including with respect to the member's former
affiliations or employment, financial literacy and, if applicable,
accounting or related financial management expertise. Unless it determines
that no member of the Audit Committee qualifies as an audit committee
financial expert as defined in Item 3 of Form N-CSR, the Board of Trustees
will identify one (or in its discretion, more than one) member of the Audit
Committee as an audit committee financial expert.

II. PURPOSES OF THE AUDIT COMMITTEE. The purposes of the Audit Committee are to:

1. oversee the Fund's accounting and financial reporting policies and
practices, its internal audit controls and procedures, and, as
appropriate, the internal controls of certain service providers;

2. oversee the quality and integrity of the Fund's financial statements
and the independent audit thereof;

3. approve the selection, evaluation and, when appropriate, replacement
of the independent auditors, and, if applicable, with respect to the
nomination of independent auditors to be proposed for shareholder
ratification in any proxy statement; and

4. evaluate the qualifications, independence and performance of the
independent auditors.

The function of the Audit Committee is oversight. The Treasurer of each
Fund is responsible for oversight of the preparation, presentation and
integrity of the Fund's financial statements by the Fund's accounting
agent. The Treasurer is also responsible for selecting appropriate
accounting and financial reporting principles and policies and internal
controls and procedures designed to assure compliance with accounting
standards and applicable laws and regulations. The independent auditors are
responsible for planning and carrying out audits and reviews consistent
with applicable legal and professional standards and the terms of their
engagement. The independent auditors for the Fund are ultimately
accountable to the Board of Trustees and Audit Committee of the Fund. The

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Board of Trustees and the Audit Committee have the ultimate authority and
responsibility to select, evaluate and, where appropriate, replace the
independent auditors (or to nominate the independent auditors to be
proposed for shareholder approval in any proxy statement).

III. MEETINGS OF THE AUDIT COMMITTEE. The Audit Committee shall meet at least
twice annually, or more frequently if circumstances dictate. The Audit
Committee shall set its agenda and the places and times of its meetings.
The Audit Committee may meet alone and outside the presence of management
personnel with any certified public accountant and auditing firm rendering
reports to the Audit Committee or the Board of Trustees and with legal
counsel. A majority of the members of the Audit Committee shall constitute
a quorum for the transaction of business at any meeting, and the decision
of a majority of the members present and voting shall determine any matter
submitted to a vote.

IV. DUTIES AND POWERS OF THE AUDIT COMMITTEE. To carry out its purposes, the
Audit Committee shall have the following duties and powers with respect to
each Fund:

1. To review, as appropriate, the audited financial statements and other
financial information of the Fund and the results of the examination
of the Fund's financial statements by the independent auditors,
including the independent auditors' opinion with respect thereto, and
any management letter issued by the independent auditors.

2. To review and discuss with the independent auditors: (a) the scope of
audits and audit reports and the policies relating to internal
auditing procedures and controls and the accounting principles
employed in the Fund's financial reports and any proposed changes
therein; (b) the personnel, staffing, qualifications and experience of
the independent auditors; and (c) the compensation of the independent
auditors.

3. To review and assess the performance of the independent auditors and
to approve, on behalf of the Board of Trustees, the appointment and
compensation of the independent auditors. Approval by the Audit
Committee shall be in addition to any approval required under
applicable law by a majority of the members of the Board of Trustees
who are not "interested persons" as defined in Section 2(a)(19) of the
1940 Act. In performing this function, the Committee shall: (a)
consider whether there should be a regular rotation of the Fund's
independent auditing firm; (b) discuss with the independent auditors
matters bearing upon the qualifications of such auditors as
"independent" under applicable standards of independence established
from time to time by the Securities and Exchange Commission ("SEC")
and other regulatory authorities; and (c) shall secure from the
independent auditors the information required by Independence
Standards Board Standard No. 1, Independence Discussions with Audit
Committees, as in effect from time to time. The Audit Committee shall
actively engage in a dialogue with the independent auditors with
respect to any disclosed relationships or services that may impact the
objectivity and independence of the independent auditors.

4. To pre-approve: (a) audit and non-audit services provided by the
independent auditors to the Fund; and (b) non-audit services provided
by the independent auditors to the adviser or any other entity
controlling, controlled by or under common control with the adviser
that provides on-going services to the Fund ("Adviser Affiliates") if
the engagement of the independent auditors relates directly to the
operations and financial reporting of the Fund, as contemplated by the
Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and the rules

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issued by the SEC in connection therewith (except, in the case of
non-audit services provided to the Fund or any Adviser Affiliate,
those within applicable DE MINIMIS statutory or regulatory
exceptions), and to consider the possible effect of providing such
services on the independence of the independent auditors.

5. To adopt, to the extent deemed appropriate by the Audit Committee,
policies and procedures for pre-approval of the audit or non-audit
services referred to above, including policies and procedures by which
the Audit Committee may delegate to one or more of its members
authority to grant such pre-approval on behalf of the Audit Committee
(subject to subsequent reporting to the Audit Committee). The Audit
Committee hereby delegates to the Chairperson of the Audit Committee
authority to pre-approve any non-audit services referred to above
between meetings of the Audit Committee, provided that such
pre-approval shall be reported by the Chairperson to the Audit
Committee not later than the next meeting thereof.

6. To consider the controls implemented by the independent auditors and
management to ensure that all items requiring pre-approval by the
Audit Committee are identified and referred to the Audit Committee in
a timely fashion.

7. To receive at least annually and prior to the filing with the SEC of
the independent auditors' report on the Fund's financial statements, a
report from such independent auditors of: (i) all critical accounting
policies and practices used by the Fund (or, in connection with any
update, any changes in such accounting policies and practices), (ii)
all material alternative accounting treatments within GAAP that have
been discussed with management since the last annual report or update,
including the ramifications of the use of the alternative treatments
and the treatment preferred by the accounting firm, (iii) other
material written communications between the independent auditors and
the management of the Fund since the last annual report or update,
(iv) a description of all non-audit services provided, including fees
associated with the services, to all of the Funds since the last
annual report or update that were not subject to the pre-approval
requirements as discussed above; and (v) any other matters of concern
relating to the Fund's financial statements, including any uncorrected
misstatements (or audit differences) whose effects management believes
are immaterial, both individually and in aggregate, to the financial
statements taken as a whole. If this information is not communicated
to the Committee within 90 days prior to the audit report's filing
with the SEC, the independent auditors will be required to provide an
update, in the 90 day period prior to the filing, of any changes to
the previously reported information.

8. To review and discuss with the independent auditors the matters
required to be communicated with respect to the Fund pursuant to SAS
61, as in effect from time to time, and to receive such other
communications or reports from the independent auditors (and
management's responses to such reports or communications) as may be
required under applicable listing standards of the national securities
exchanges on which the Fund's shares are listed. To the extent
unresolved disagreements exist between management and the independent
auditors regarding the financial reporting of the Fund, it shall be
the responsibility of the Audit Committee to resolve such
disagreements.

9. To establish hiring policies for employees or former employees of the
independent auditors who will serve as officers or employees of the
Fund.

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10. With respect to each Fund the securities of which are listed on a
national securities exchange, to provide: (a) a recommendation to
the Board of Trustees regarding whether the audited financial
statements of the Fund should be included in the annual report to
shareholders of the Fund; and (b) any report, including any
recommendation of the Audit Committee, required by the rules of
the Securities and Exchange Commission (including, without
limitation, Rule 306 of Regulation S-K) to be included in the
Fund's annual proxy statement.

11. To review and report to the full Board of Trustees with respect
to any material accounting, tax, valuation, or record-keeping
issues which may affect the Fund, its respective financial
statements or the amount of their dividend or distribution rates.

12. To establish procedures for: (a) the receipt, retention, and
treatment of complaints received by the Fund regarding
accounting, internal accounting controls, or auditing matters;
and (b) the confidential, anonymous submission by employees of
the Fund or its service providers of concerns regarding
questionable accounting or auditing matters. The Audit Committee
hereby establishes the procedures set forth in Appendix A hereto
with respect to such matters.

13. To direct and supervise investigations with respect to the
following: (a) evidence of fraud or significant deficiencies in
the design or implementation of internal controls reported to the
Committee by the principal executive or financial officers of the
Fund pursuant to the requirements of the Sarbanes-Oxley Act and
rules issued by the SEC in connection therewith; and (b) any
other matters within the scope of this charter, including the
integrity of reported facts and figures, ethical conduct, and
appropriate disclosure concerning the financial statements of the
Funds.

14. To act on such other matters as may be delegated to the Audit
Committee by the Board of Trustees from time to time.

15. To review the adequacy of this charter and evaluate the Audit
Committee's performance of its duties and responsibilities
hereunder at least annually, and to make recommendations for any
appropriate changes or other action to the full Board of
Trustees.

16. To report its activities to the full Board of Trustees on a
regular basis and make such recommendations with respect to the
above and other matters as the Audit Committee may deem necessary
or appropriate.

V. RESOURCES AND AUTHORITY OF THE AUDIT COMMITTEE. The Audit Committee shall
have the resources and authority appropriate to discharge its
responsibilities, including the authority to engage independent auditors
for special audits, reviews and other procedures and to retain special
counsel and other experts or consultants at the expense of the Funds. The
Audit Committee may determine the appropriate levels of funding for payment
of compensation to such independent auditors, experts and consultants, and
the ordinary administrative expenses of the Audit Committee necessary or
appropriate in carrying out its duties under this charter.

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APPENDIX A

EATON VANCE FUNDS

AUDIT COMMITTEE COMPLAINT PROCEDURES

This policy outlines the procedures that the Audit Committee of each of the
registered investment companies sponsored by Eaton Vance Management (each, a
"Fund") shall employ with respect to complaints regarding accounting, internal
accounting controls or auditing matters concerning each of the Funds
("Complaints"). Each Employee (as defined below) shall be provided with a copy
of these procedures upon assuming his or her duties as an Employee, and annually
thereafter.

I. PROCEDURES FOR RECEIVING COMPLAINTS

All officers and employees of a Fund and, to the extent their duties relate to
accounting, internal accounting controls or auditing matters for the Fund, the
officers and employees of the Fund's investment advisers and administrators
(collectively referred to herein as "Employees"), may make complaints
anonymously and in a confidential manner as follows:

1. The complaining Employee may place a telephone call to the Chairperson
of the Audit Committee. During this phone call, the Employee should
identify the source of his or her Complaint and the practices that are
alleged to constitute an impropriety with respect to accounting,
internal auditing controls or auditing matters relating to a Fund,
providing as much detail as possible.

2. Alternatively, the Employee may submit to the Chairperson of the Audit
Committee (by hand, mail, e-mail or fax) a confidential memorandum
which details the Employee's Complaint and the practices that are
alleged to constitute an improper accounting, internal auditing
control or auditing matter, providing as much detail as possible.

3. The name and contact information for the current Chairperson of the
Audit Committee is set out on Schedule A hereto.

II. PROCEDURES FOR TREATING COMPLAINTS

The Chairperson of the Audit Committee or another member of the Audit Committee
will conduct an initial evaluation of each Complaint received by the Audit
Committee as soon as reasonably practicable following receipt. In connection
with the initial evaluation the Chairperson of the Audit Committee (or such
other member of the Audit Committee) will determine whether the Complaint
actually relates to the accounting, internal accounting controls or auditing
matters of a Fund and, if not, whether it should be reviewed by a party other
than the Audit Committee. The Chairperson of the Audit Committee shall also
determine whether the Complaint requires investigation by the Audit Committee.

After the initial evaluation is complete, all Complaints requiring investigation
by the Audit Committee will be discussed at the next regularly-scheduled meeting
of the Audit Committee, or a specially-scheduled meeting in advance thereof. The
Audit Committee shall investigate the Complaints as follows:

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1. the Audit Committee may choose to investigate the Complaint through
its own members and/or with the assistance of counsel;

2. the Audit Committee may select a designee within the Fund or its
service providers to investigate the Complaint, provided that the
identity of the complaining Employee shall not be disclosed to such
designee. Under no circumstances will a party who has direct
supervisory control or who may be responsible for the action giving
rise to the Complaint be charged with its investigation;

3. the Audit Committee may retain an outside party (other than the Fund's
independent auditors) to investigate the Complaint; or

4. the Audit Committee may investigate the Complaint in such other manner
determined by the Audit Committee.

Any party designated to investigate a Complaint shall be provided reasonable
access to the Fund's (and to the extent deemed necessary by the Audit Committee,
the Fund's service providers') employees, documents, and computer systems for
purposes of conducting the investigation. At the conclusion of its
investigation, which shall be completed promptly after referral of the
Complaint, the investigating party will be responsible for making a full report
to the Audit Committee with respect to the Complaint and to make recommendations
for corrective actions, if any, to be taken by the Fund.

The Audit Committee will then report to the full Board at its next
regularly-scheduled meeting with respect to the Complaint and any corrective
actions recommended by the Audit Committee. If the Complaint involves
improprieties of any member of the Board, the Audit Committee may make its
report in an executive session of the Board.

III. PROCEDURES FOR RETAINING COMPLAINTS

The Chairperson of the Audit Committee will be responsible for ensuring that all
Complaints received by the Audit Committee, together with any documents
pertaining to the Audit Committee (or its designee's) investigation and
treatment of the Complaint, are retained for six years, or for such longer
period as may be required by applicable law, in a manner consistent with
preserving the anonymity of Employees who have submitted Complaints.

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SCHEDULE A
----------

[Name and Current Contact Information
for Current Audit Committee Chairperson]

A-7

PROXY

EATON VANCE LIMITED DURATION INCOME FUND

ANNUAL MEETING OF SHAREHOLDERS, FEBRUARY 20, 2004
PROXY SOLICITED ON BEHALF OF BOARD OF TRUSTEES

The undersigned holder of Common Shares of beneficial interest of Eaton
Vance Limited Duration Income Fund, a Massachusetts business trust (the "Fund"),
hereby appoints THOMAS E. FAUST JR., JAMES B. HAWKES and ALAN R. DYNNER, and
each of them, with full power of substitution and revocation, as proxies to
represent the undersigned at the Annual Meeting of Shareholders of the Fund to
be held at the principal office of the Fund, The Eaton Vance Building, 255 State
Street, Boston, Massachusetts 02109, on Friday, February 20, 2004 at 1:30 P.M.,
and at any and all adjournments thereof, and to vote all Common Shares of
beneficial interest of the Fund which the undersigned would be entitled to vote,
with all powers the undersigned would possess if personally present, in
accordance with the instructions on this proxy.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE.

SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE SEE REVERSE
SIDE SIDE

PLEASE MARK
[X] VOTES AS IN
THIS EXAMPLE.

WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE DISCRETION OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND ANY
ADJOURNMENTS THEREOF. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.

1. To elect one Trustee of the Fund as follows:
NOMINEE: (01) Jessica M. Bibliowicz

FOR WITHHELD
NOMINEE [ ] [ ] FROM NOMINEE

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]

Please sign this proxy exactly as your name appears on the
books of the Fund. Joint owners should each sign personally.
Trustees and other fiduciaries should indicate the capacity
in which they sign, and where more than one name appears, a
majority must sign. If a corporation, this signature should
be that of an authorized officer who should state his or her
title.

Signature:____________________________ Date:_______________

PROXY

EATON VANCE LIMITED DURATION INCOME FUND

ANNUAL MEETING OF SHAREHOLDERS, FEBRUARY 20, 2004
PROXY SOLICITED ON BEHALF OF BOARD OF TRUSTEES

The undersigned holder of Auction Preferred Shares of Eaton Vance Limited
Duration Income Fund, a Massachusetts business trust (the "Fund"), hereby
appoints THOMAS E. FAUST JR., JAMES B. HAWKES and ALAN R. DYNNER, and each of
them, with full power of substitution and revocation, as proxies to represent
the undersigned at the Annual Meeting of Shareholders of the Fund to be held at
the principal office of the Fund, The Eaton Vance Building, 255 State Street,
Boston, Massachusetts 02109, on Friday, February 20, 2004 at 1:30 P.M., and at
any and all adjournments thereof, and to vote all Auction Preferred Shares of
the Fund which the undersigned would be entitled to vote, with all powers the
undersigned would possess if personally present, in accordance with the
instructions on this proxy.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE.

SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE SEE REVERSE
SIDE SIDE

PLEASE MARK
[X] VOTES AS IN
THIS EXAMPLE.

1. To elect two Trustees of the Fund as follows:

(a) Election of one Trustee to represent Auction Preferred Shares.

NOMINEE: (01) Samuel L. Hayes, III

FOR WITHHELD
NOMINEE [ ] [ ] FROM NOMINEE

(b) Election of one Trustee to represent all Shareholders.

NOMINEE: (02) Jessica M. Bibliowicz

FOR WITHHELD
NOMINEE [ ] [ ] FROM NOMINEE

[ ] ___________________________________
(Instructions: To withhold authority to vote for
any nominee, write those nominees' names above.)

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]

Signature:____________________________ Date:_______________