UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number

811-21323

 

Eaton Vance Limited Duration Income Fund

(Exact name of registrant as specified in charter)

 

The Eaton Vance Building, 255 State Street, Boston, Massachusetts

 

02109

(Address of principal executive offices)

 

(Zip code)

 

Maureen A. Gemma
The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:

(617) 482-8260

 

 

Date of fiscal year end:

April 30

 

 

Date of reporting period:

October 31, 2007

 

 




Item 1. Reports to Stockholders




Semiannual Report October 31, 2007

EATON VANCE
LIMITED
DURATION
INCOME
FUND



IMPORTANT NOTICES REGARDING PRIVACY,
DELIVERY OF SHAREHOLDER DOCUMENTS,
PORTFOLIO HOLDINGS AND PROXY VOTING

Privacy. The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy ("Privacy Policy") with respect to nonpublic personal information about its customers:

•  Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions.

•  None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). In the normal course of servicing a customer's account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker/dealers.

•  Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

•  We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Boston Management and Research, and Eaton Vance Distributors, Inc.

In addition, our Privacy Policy only applies to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer's account (i.e., fund shares) is held in the name of a third-party financial adviser/ broker–dealer, it is likely that only such adviser's privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures.

For more information about Eaton Vance's Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents. The Securities and Exchange Commission (the "SEC") permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called "householding" and it helps eliminate duplicate mailings to shareholders.

Eaton Vance, or your financial adviser, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial adviser, otherwise.

If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial adviser.

Your instructions that householding not apply to delivery of your Eaton Vance documents will be effective within 30 days of receipt by Eaton Vance or your financial adviser.

Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio (if applicable) will file a schedule of its portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC's website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC's public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).

Proxy Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds' and Portfolios' Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12 month period ended June 30, without charge, upon request, by calling 1-800-262-1122. This description is also available on the SEC's website at www.sec.gov.




Eaton Vance Limited Duration Income Fund as of October 31, 2007

inveStMent uPdate

The Fund

Performance for the Past Six Months

·                  Based on share price, Eaton Vance Limited Duration Income Fund (the “Fund”), a closed-end fund traded on the American Stock Exchange (“AMEX”), had a total return of -10.79% for the six months ended October 31, 2007.(1) That return was the result of a decrease in share price to $15.96 on October 31, 2007, from $18.70 on April 30, 2007, and the reinvestment of $0.757 in dividend income.

·                  Based on net asset value (NAV), the Fund had a total return of 0.30% for the six months ended October 31, 2007.(1) That return was the result of a decrease in NAV per share to $17.58 on October 31, 2007, from $18.32 on April 30, 2007, and the reinvestment of $0.757 in dividend income.

·                  The Fund’s performance at market price will differ from its results at NAV. Although market price performance generally reflects investment results over time, during shorter periods, returns at market can also be affected by factors such as changing perceptions about the Fund, market conditions, fluctuations in supply and demand for the Fund’s shares, or changes in Fund distributions.

·                  Based on the Fund’s most recent dividend and a closing share price of $15.96 on October 31, 2007, the Fund had a market yield of 9.48%.(2)

Recent Fund Developments

·                  As of October 31, 2007, the Fund’s investments were allocated primarily to senior, secured loans (40.9%), mortgage-backed securities (MBS) (30.9%), and high-yield bonds (26.7%).

·                  During the six months ended October 31, 2007, the senior loan portion of the portfolio was affected by a loan market correction in the third quarter of 2007. This correction was distinguished from previous corrections by the fact that corporate loan default rates remained at historic lows, just 0.5%, according to Standard & Poor’s. Thus, while there were increasing signs of a weakening economy, the exaggerated market decline was primarily based on technical factors. The Fund’s senior loan holdings remained diversified in terms of industry, market and geography — a strategy management believes should help weather an economic downturn. Publishing, cable and satellite television, health care, chemicals and plastics, and business equipment and services were the largest industry weightings. The Fund had a modest exposure to home builders but had no exposure to subprime or mortgage lenders during the six months ended October 31, 2007.(3)

·                  The portion of the Fund investing in high-yield bonds was affected by the bond market’s correction in the third quarter of 2007, which hurt performance. However, some of the losses were recovered after the Federal Reserve cut interest rates in September. Among the stronger performing sectors were metals, specialty retailers, energy and health care. For example, retailers of popular electronic games fared well. For-profit education companies, whose revenues are less correlated to GDP, also held up well. Mining companies enjoyed strong demand and surging prices for base metals. Cyclical sectors were among the lagging performers, notably home builders and financials, but the high-yield portion of the Fund remained significantly underweighted in both of these sectors relative to the Merrill Lynch U.S. High Yield Master II Index, an unmanaged index of below-investment-grade U.S. dollar-denominated corporate bonds publicly issued in the U.S. domestic market.(3),(4)

·                  Within the Fund’s MBS investments, management maintained a large position in seasoned fixed-rate MBS. While the Fund’s seasoned MBS had no direct exposure to subprime investments or non-agency MBS, they were nonetheless affected by the over-

Continued on page 2.


(1)         Performance results reflect the effect of leverage resulting from the Fund’s issuance of Auction Preferred Shares and its securities lending program. In the event of a rise in long-term interest rates, the value of the Fund’s investment portfolio could decline, which would reduce the asset coverage for its Auction Preferred Shares.

(2)         The Fund’s market yield is calculated by dividing the most recent dividend per share by the share market price at the end of the period and annualizing the result.

(3)         Fund investments may not be representative of the Fund’s current or future investments and may change due to active management.

(4)         It is not possible to invest directly in an Index. An Index’s total return does not reflect commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or share price (as applicable) with all distributions reinvested. The Fund’s performance at market share price will differ from its results at NAV. Although share price performance generally reflects investment results over time, during shorter periods, returns at share price can also be affected by factors such as changing perceptions about the Fund, market conditions, fluctuations in supply and demand for the Fund’s shares, or changes in Fund distributions. Investment return and principal value will fluctuate so that shares, when sold, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than quoted. For performance as of the most recent month end, please refer to www.eatonvance.com.

Fund shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested. Yield will vary.

1




Eaton Vance Limited Duration Income Fund as of October 31, 2007

Fund PeRFORManCe

all spread widening in the fixed-income markets. However, that widening was partially offset by a decline in overall bond yields. With MBS spreads in the 125 basis point range (1.25%) at October 31, 2007, MBS represented, in the view of management, better value than in recent years. Prepayment rates for the Fund’s seasoned MBS were slightly lower during the fiscal year, as homeowners were less motivated to refinance their mortgages.(1)

·                  At October 31, 2007, the Fund had leverage in the amount of approximately 35.8% of the Fund’s total assets. The Fund’s senior loan investments are floating rate, as is the cost of leverage. During the period, the allocation to loans was typically greater than the amount of leverage. The Fund is leveraged through the issuance of Auction Preferred Shares and its securities lending program. Use of financial leverage creates an opportunity for increased income but, at the same time, creates special risks (including the likelihood of greater volatility of net asset value and market price of common shares).

Performance*

 

 

 

Symbol

 

EVV

 

 

 

 

 

Average Annual Total Return (by share price, AMEX)

 

 

 

Six Months

 

-10.79

%

One Year

 

-4.52

 

Life of Fund (5/30/03)

 

4.43

 

 

 

 

 

Average Annual Total Return (at net asset value)

 

 

 

Six Months

 

0.30

%

One Year

 

5.52

 

Life of Fund (5/30/03)

 

6.74

 

 


*                 Performance results reflect the effect of leverage resulting from the Fund’s issuance of Auction Preferred Shares and its securities lending program. In the event of a rise in long-term interest rates, the value of the Fund’s investment portfolio could decline, which would reduce the asset coverage for its Auction Preferred Shares.

Fund allocations(2)

By total investments


(1)         Fund investments may not be representative of the Fund’s current or future investments and may change due to active management.

(2)         Fund allocations are shown as a percentage of the Fund’s gross assets, which represented 157% of the Fund’s net assets as of 10/31/07. Fund allocations may not be representative of the Fund’s current or future investments and are subject to change due to active management.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or share price (as applicable) with all distributions reinvested. The Fund’s performance at market share price will differ from its results at NAV. Although share price performance generally reflects investment results over time, during shorter periods, returns at share price can also be affected by factors such as changing perceptions about the Fund, market conditions, fluctuations in supply and demand for the Fund’s shares, or changes in Fund distributions. Investment return and principal value will fluctuate so that shares, when sold, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than quoted. For performance as of the most recent month end, please refer to www.eatonvance.com.

The views expressed throughout this report are those of the portfolio managers and are current only through the end of the period of the report as stated on the cover. These views are subject to change at any time based upon market or other conditions, and the investment adviser disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund are based on many factors, may not be relied on as an indication of trading intent on behalf of any Eaton Vance fund.

2




Eaton Vance Limited Duration Income Fund as of October 31, 2007

PORTFOLIO OF INVESTMENTS (Unaudited)


Senior Floating-Rate Interests — 64.3%(1)
     
Principal
Amount*
  Borrower/Tranche Description   Value  
Aerospace and Defense — 1.2%      
ACTS Aero Technical Support & Service, Inc.      
  1,075,000     Term Loan, 8.47%, Maturing October 5, 2014   $ 1,046,781    
Atlantic Inertial Systems, Inc.      
  1,695,750     Term Loan, 8.25%, Maturing July 20, 2014     1,683,032    
AWAS Capital, Inc.      
  698,094     Term Loan, 7.00%, Maturing March 22, 2013     664,934    
  2,755,212     Term Loan, 11.25%, Maturing March 22, 2013     2,713,884    
CACI International, Inc.      
  337,131     Term Loan, 6.79%, Maturing May 3, 2011     333,339    
Colt Defense, LLC      
  997,500     Term Loan, 8.00%, Maturing July 9, 2014     991,266    
DAE Aviation Holdings, Inc.      
  669,056     Term Loan, 7.80%, Maturing July 31, 2009     668,638    
  757,467     Term Loan, 8.93%, Maturing July 31, 2014     757,941    
  573,477     Term Loan, 8.93%, Maturing July 31, 2014     573,835    
Evergreen International Aviation      
  1,302,019     Term Loan, 8.30%, Maturing October 31, 2011     1,269,469    
Hawker Beechcraft Acquisition      
  2,476,915     Term Loan, 7.17%, Maturing March 26, 2014     2,427,570    
  210,638     Term Loan, 7.17%, Maturing March 26, 2014     206,442    
Hexcel Corp.      
  1,706,538     Term Loan, 7.03%, Maturing March 1, 2012     1,672,407    
IAP Worldwide Services, Inc.      
  2,210,625     Term Loan, 11.50%, Maturing December 30, 2012     2,009,458    
Spirit AeroSystems, Inc.      
  1,326,419     Term Loan, 6.90%, Maturing December 31, 2011     1,316,471    
TransDigm, Inc.      
  3,100,000     Term Loan, 7.20%, Maturing June 23, 2013     3,056,408    
Vought Aircraft Industries, Inc.      
  1,295,576     Term Loan, 7.34%, Maturing December 17, 2011     1,284,240    
Wesco Aircraft Hardware Corp.      
  1,458,750     Term Loan, 7.45%, Maturing September 29, 2013     1,443,859    
Wyle Laboratories, Inc.      
  275,691     Term Loan, 8.11%, Maturing January 28, 2011     271,555    
            $ 24,391,529    
Air Transport — 0.5%      
Airport Development and Investment, Ltd.      
GBP 2,465,175     Term Loan, 10.28%, Maturing April 7, 2011   $ 4,988,473    
Delta Air Lines, Inc.      
  1,720,688     Term Loan, 8.08%, Maturing April 30, 2014     1,708,090    
Northwest Airlines, Inc.      
  2,772,000     DIP Loan, 7.03%, Maturing August 21, 2008     2,673,824    
            $ 9,370,387    

 

Principal
Amount*
  Borrower/Tranche Description   Value  
Automotive — 2.1%      
A.T.U. Auto-Teile-Unger Investment GmbH & Co. KG      
EUR 2,698,276     Term Loan, Maturing August 20, 2012(2)   $ 3,723,183    
Accuride Corp.      
  2,337,795     Term Loan, 7.13%, Maturing January 31, 2012     2,293,962    
Adesa, Inc.      
  5,112,188     Term Loan, 7.45%, Maturing October 18, 2013     4,954,712    
Affina Group, Inc.      
  2,313,738     Term Loan, 7.96%, Maturing November 30, 2011     2,312,292    
Allison Transmission, Inc.      
  4,300,000     Term Loan, 8.17%, Maturing September 30, 2014     4,201,457    
AxleTech International Holding, Inc.      
  1,950,000     Term Loan, 11.73%, Maturing April 21, 2013     1,918,312    
CSA Acquisition Corp.      
  599,200     Term Loan, 7.75%, Maturing December 23, 2011     591,835    
  589,756     Term Loan, 7.75%, Maturing December 23, 2011     582,507    
  491,250     Term Loan, 7.75%, Maturing December 23, 2012     488,794    
Dana Corp.      
  2,400,000     Term Loan, 7.98%, Maturing March 30, 2008     2,389,714    
Dayco Products, LLC      
  2,577,366     Term Loan, 7.76%, Maturing June 21, 2011     2,497,630    
Delphi Corp.      
  1,000,000     Term Loan, 7.38%, Maturing April 8, 2008     997,750    
Federal-Mogul Corp.      
  1,950,000     DIP Loan, 6.65%, Maturing December 31, 2007     1,942,736    
Ford Motor Co.      
  2,307,563     Term Loan, 8.70%, Maturing December 15, 2013     2,225,748    
General Motors Corp.      
  1,910,563     Term Loan, 7.62%, Maturing November 29, 2013     1,878,083    
Goodyear Tire & Rubber Co.      
  3,450,000     Term Loan, 6.43%, Maturing April 30, 2010     3,360,155    
Keystone Automotive Operations, Inc.      
  1,166,188     Term Loan, 8.65%, Maturing January 12, 2012     1,091,357    
LKQ Corp.      
  1,325,000     Term Loan, 7.36%, Maturing October 12, 2014     1,321,687    
TriMas Corp.      
  314,063     Term Loan, 6.79%, Maturing August 2, 2011     308,959    
  1,347,328     Term Loan, 7.23%, Maturing August 2, 2013     1,325,434    
United Components, Inc.      
  1,704,545     Term Loan, 7.38%, Maturing June 30, 2010     1,672,585    
            $ 42,078,892    
Beverage and Tobacco — 0.5%      
Beverage Packaging Holdings      
EUR 1,000,000     Term Loan, 6.56%, Maturing May 11, 2015   $ 1,419,623    
EUR 1,000,000     Term Loan, 6.81%, Maturing May 11, 2016     1,426,857    

 

See notes to financial statements
3



Eaton Vance Limited Duration Income Fund as of October 31, 2007

PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D

Principal
Amount*
  Borrower/Tranche Description   Value  
Beverage and Tobacco (continued)      
Constellation Brands, Inc.      
  1,240,000     Term Loan, 6.69%, Maturing June 5, 2013   $ 1,224,242    
Culligan International Co.      
EUR 1,400,000     Term Loan, 9.33%, Maturing May 31, 2013     1,802,650    
  997,500     Term Loan, 7.28%, Maturing November 24, 2014     935,156    
Liberator Midco Ltd.      
GBP 350,878     Term Loan, 14.14%, Maturing October 27, 2016     733,757    
Southern Wine & Spirits of America, Inc.      
  2,945,669     Term Loan, 6.70%, Maturing May 31, 2012     2,940,146    
            $ 10,482,431    
Brokers, Dealers and Investment Houses — 0.1%      
AmeriTrade Holding Corp.      
  2,108,393     Term Loan, 6.25%, Maturing December 31, 2012   $ 2,087,090    
            $ 2,087,090    
Building and Development — 2.8%      
AIMCO Properties, L.P.      
  3,050,000     Term Loan, 6.39%, Maturing March 23, 2011   $ 3,006,156    
Beacon Sales Acquisition, Inc.      
  915,750     Term Loan, 7.16%, Maturing September 30, 2013     879,120    
Brickman Group Holdings, Inc.      
  1,442,750     Term Loan, 7.14%, Maturing January 23, 2014     1,403,074    
Building Materials Corp. of America      
  1,910,599     Term Loan, 7.94%, Maturing February 22, 2014     1,744,785    
Capital Automotive REIT      
  3,651,282     Term Loan, 6.88%, Maturing December 16, 2010     3,613,108    
Epco/Fantome, LLC      
  1,896,000     Term Loan, 7.59%, Maturing November 23, 2010     1,900,740    
Hovstone Holdings, LLC      
  1,108,217     Term Loan, 7.63%, Maturing February 28, 2009     1,008,477    
LNR Property Corp.      
  3,700,000     Term Loan, 8.11%, Maturing July 3, 2011     3,616,750    
Metroflag BP, LLC      
  700,000     Term Loan, 14.09%, Maturing July 1, 2008     693,000    
Mueller Water Products, Inc.      
  2,001,105     Term Loan, 6.69%, Maturing May 24, 2014     1,973,278    
NCI Building Systems, Inc.      
  1,476,484     Term Loan, 6.88%, Maturing June 18, 2010     1,448,800    
Nortek, Inc.      
  3,953,057     Term Loan, 7.05%, Maturing August 27, 2011     3,873,996    
Panolam Industries Holdings, Inc.      
  1,441,617     Term Loan, 7.95%, Maturing September 30, 2012     1,383,953    

 

Principal
Amount*
  Borrower/Tranche Description   Value  
Building and Development (continued)      
PlyGem Industries, Inc.      
  2,637,689     Term Loan, 7.95%, Maturing August 15, 2011   $ 2,483,384    
  98,556     Term Loan, 7.95%, Maturing August 15, 2011     92,790    
Realogy Corp.      
  4,440,387     Term Loan, 8.24%, Maturing September 1, 2014     4,138,440    
  1,198,485     Term Loan, 8.24%, Maturing September 1, 2014     1,116,988    
South Edge, LLC      
  287,500     Term Loan, 6.81%, Maturing October 31, 2009     258,750    
Standard Pacific Corp.      
  1,260,000     Term Loan, 7.27%, Maturing May 5, 2013     1,064,700    
Stile Acquisition Corp.      
  957,122     Term Loan, 7.12%, Maturing April 6, 2013     901,627    
Stile U.S. Acquisition Corp.      
  958,753     Term Loan, 7.12%, Maturing April 6, 2013     903,163    
Tousa/Kolter, LLC      
  1,460,133     Term Loan, 8.46%, Maturing January 7, 2008     1,456,483    
TRU 2005 RE Holding Co.      
  7,325,000     Term Loan, 8.13%, Maturing December 9, 2008     7,257,852    
United Subcontractors, Inc.      
  1,000,000     Term Loan, 12.36%, Maturing June 27, 2013     830,000    
WCI Communities, Inc.      
  4,375,000     Term Loan, 8.62%, Maturing December 23, 2010     4,206,562    
Wintergames Acquisition ULC      
  3,658,836     Term Loan, 8.13%, Maturing April 24, 2008     3,631,394    
            $ 54,887,370    
Business Equipment and Services — 3.9%      
ACCO Brands Corp.      
  1,792,440     Term Loan, 7.18%, Maturing August 17, 2012   $ 1,767,794    
Activant Solutions, Inc.      
  930,897     Term Loan, 7.38%, Maturing May 1, 2013     891,916    
Affiliated Computer Services      
  1,056,188     Term Loan, 6.82%, Maturing March 20, 2013     1,044,966    
  2,789,688     Term Loan, 6.96%, Maturing March 20, 2013     2,760,047    
Affinion Group, Inc.      
  2,924,617     Term Loan, 7.98%, Maturing October 17, 2012     2,903,902    
Allied Security Holdings, LLC      
  1,638,182     Term Loan, 8.20%, Maturing June 30, 2010     1,632,039    
DynCorp International, LLC      
  1,190,117     Term Loan, 7.25%, Maturing February 11, 2011     1,151,438    
Education Management, LLC      
  3,936,693     Term Loan, 7.00%, Maturing June 1, 2013     3,828,434    
Euronet Worldwide, Inc.      
  868,421     Term Loan, 7.10%, Maturing April 4, 2012     861,365    

 

See notes to financial statements
4



Eaton Vance Limited Duration Income Fund as of October 31, 2007

PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D

Principal
Amount*
  Borrower/Tranche Description   Value  
Business Equipment and Services (continued)      
Info USA, Inc.      
  736,931     Term Loan, 7.20%, Maturing February 14, 2012   $ 725,877    
iPayment, Inc.      
  2,179,561     Term Loan, 7.04%, Maturing May 10, 2013     2,081,480    
ista International GmbH      
EUR 1,522,526     Term Loan, 6.34%, Maturing May 14, 2015     2,096,513    
EUR 302,474     Term Loan, 6.34%, Maturing May 14, 2015     416,506    
Kronos, Inc.      
  1,596,000     Term Loan, 7.45%, Maturing June 11, 2014     1,547,122    
Language Line, Inc.      
  2,496,432     Term Loan, 8.42%, Maturing June 11, 2011     2,439,222    
Mitchell International, Inc.      
  1,500,000     Term Loan, 10.50%, Maturing March 28, 2015     1,380,000    
N.E.W. Holdings I, LLC      
  2,623,835     Term Loan, 7.77%, Maturing May 22, 2014     2,485,265    
Protection One, Inc.      
  2,055,563     Term Loan, 7.39%, Maturing March 31, 2012     2,017,021    
Quantum Corp.      
  593,750     Term Loan, 8.70%, Maturing July 12, 2014     589,297    
Quintiles Transnational Corp.      
  1,231,250     Term Loan, 7.20%, Maturing March 31, 2013     1,210,089    
  2,225,000     Term Loan, 9.20%, Maturing March 31, 2014     2,213,875    
Sabre, Inc.      
  5,636,484     Term Loan, 6.96%, Maturing September 30, 2014     5,366,288    
Serena Software, Inc.      
  1,690,000     Term Loan, 7.18%, Maturing March 10, 2013     1,636,483    
Sitel (Client Logic)      
  1,825,238     Term Loan, 7.30%, Maturing January 29, 2014     1,738,539    
Solera Holdings, LLC      
EUR 1,169,125     Term Loan, 6.75%, Maturing May 15, 2014     1,649,146    
SunGard Data Systems, Inc.      
  14,550,553     Term Loan, 7.36%, Maturing February 11, 2013     14,385,200    
TDS Investor Corp.      
EUR 1,051,592     Term Loan, 6.98%, Maturing August 23, 2013     1,492,865    
  1,778,654     Term Loan, 7.45%, Maturing August 23, 2013     1,746,416    
  356,888     Term Loan, 7.45%, Maturing August 23, 2013     350,419    
Transaction Network Services, Inc.      
  941,456     Term Loan, 7.48%, Maturing May 4, 2012     927,335    
U.S. Security Holdings, Inc.      
  985,000     Term Loan, 7.87%, Maturing May 8, 2013     987,462    
Valassis Communications, Inc.      
  426,667     Term Loan, 0.00%, Maturing March 2, 2014(3)     406,667    
  2,069,311     Term Loan, 6.95%, Maturing March 2, 2014     1,972,312    
VWR International, Inc.      
  2,325,000     Term Loan, 7.70%, Maturing June 28, 2013     2,250,165    

 

Principal
Amount*
  Borrower/Tranche Description   Value  
Business Equipment and Services (continued)      
WAM Acquisition, S.A.      
EUR 368,919     Term Loan, 6.57%, Maturing May 4, 2014   $ 520,117    
EUR 231,081     Term Loan, 6.57%, Maturing May 4, 2014     325,788    
EUR 368,919     Term Loan, 6.82%, Maturing May 4, 2015     522,543    
EUR 231,081     Term Loan, 6.82%, Maturing May 4, 2015     327,307    
West Corp.      
  3,712,570     Term Loan, 7.27%, Maturing October 24, 2013     3,646,828    
            $ 76,296,048    
Cable and Satellite Television — 4.4%      
Atlantic Broadband Finance, LLC      
  2,582,514     Term Loan, 7.45%, Maturing February 10, 2011   $ 2,551,309    
Bragg Communications, Inc.      
  3,425,000     Term Loan, 8.06%, Maturing August 31, 2014     3,431,422    
Bresnan Broadband Holdings, LLC      
  725,000     Term Loan, 7.18%, Maturing March 29, 2014     708,429    
  1,550,000     Term Loan, 9.95%, Maturing March 29, 2014     1,546,771    
Cequel Communications, LLC      
  995,000     Term Loan, 7.27%, Maturing November 5, 2013     965,647    
  2,175,000     Term Loan, 9.86%, Maturing May 5, 2014     2,142,375    
  4,357,943     Term Loan, 11.36%, Maturing May 5, 2014     4,291,484    
Charter Communications Operating, Inc.      
  15,023,954     Term Loan, 6.99%, Maturing April 28, 2013     14,463,065    
CSC Holdings, Inc.      
  3,866,125     Term Loan, 6.88%, Maturing March 29, 2013     3,782,682    
CW Media Holdings, Inc.      
  875,000     Term Loan, 8.50%, Maturing February 15, 2015     875,000    
DirecTV Holdings, LLC      
  1,846,059     Term Loan, 6.25%, Maturing April 13, 2013     1,837,342    
Insight Midwest Holdings, LLC      
  7,025,000     Term Loan, 7.00%, Maturing April 6, 2014     6,889,867    
Kabel BW GmbH and Co.      
EUR 1,000,000     Term Loan, 7.26%, Maturing June 9, 2013     1,404,955    
EUR 1,000,000     Term Loan, 7.76%, Maturing June 9, 2014     1,412,189    
MCC Iowa, LLC      
  2,420,000     Term Loan, 6.72%, Maturing March 31, 2010     2,325,620    
Mediacom Broadband Group      
  2,433,126     Term Loan, 6.61%, Maturing January 31, 2015     2,363,174    
Mediacom Illinois, LLC      
  4,802,459     Term Loan, 6.61%, Maturing January 31, 2015     4,671,141    
NTL Investment Holdings, Ltd.      
  3,266,856     Term Loan, 7.22%, Maturing March 30, 2012     3,178,040    
GBP 745,787     Term Loan, 8.29%, Maturing March 30, 2012     1,504,122    
GBP 379,213     Term Loan, 8.29%, Maturing March 30, 2012     764,808    

 

See notes to financial statements
5



Eaton Vance Limited Duration Income Fund as of October 31, 2007

PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D

Principal
Amount*
  Borrower/Tranche Description   Value  
Cable and Satellite Television (continued)      
Orion Cable GmbH      
EUR 1,100,000     Term Loan, 7.03%, Maturing October 31, 2014   $ 1,570,869    
EUR 1,100,000     Term Loan, 7.98%, Maturing October 31, 2015     1,578,826    
ProSiebenSat.1 Media AG      
EUR 750,000     Term Loan, Maturing March 2, 2015(2)     1,008,102    
EUR 469,800     Term Loan, 6.19%, Maturing March 2, 2015(3)     651,862    
EUR 48,181     Term Loan, 6.55%, Maturing June 26, 2015     67,086    
EUR 1,187,219     Term Loan, 6.55%, Maturing June 26, 2015     1,653,065    
EUR 750,000     Term Loan, Maturing March 2, 2016(2)     1,008,102    
EUR 469,800     Term Loan, 6.40%, Maturing March 2, 2016(3)     657,156    
UPC Broadband Holding B.V.      
EUR 5,800,000     Term Loan, 6.30%, Maturing October 16, 2011     8,139,894    
  2,800,000     Term Loan, 7.13%, Maturing December 31, 2014     2,713,813    
YPSO Holding SA      
EUR 2,480,685     Term Loan, 6.68%, Maturing July 28, 2014     3,486,646    
EUR 957,340     Term Loan, 6.68%, Maturing July 28, 2014     1,345,558    
EUR 1,561,975     Term Loan, 6.68%, Maturing July 28, 2014     2,195,383    
            $ 87,185,804    
Chemicals and Plastics — 4.2%      
AZ Chem US, Inc.      
  1,492,500     Term Loan, 7.54%, Maturing February 28, 2013   $ 1,440,262    
  500,000     Term Loan, 11.01%, Maturing February 28, 2014     456,666    
Brenntag Holding GmbH and Co. KG      
  490,909     Term Loan, 7.39%, Maturing December 23, 2013     481,193    
  2,009,091     Term Loan, 7.39%, Maturing December 23, 2013     1,969,327    
  1,300,000     Term Loan, 9.39%, Maturing December 23, 2015     1,250,437    
Celanese Holdings, LLC      
EUR 1,990,000     Term Loan, 6.54%, Maturing April 6, 2011     2,817,853    
  6,044,625     Term Loan, 6.98%, Maturing April 2, 2014     5,948,920    
Cognis GmbH      
EUR 1,084,426     Term Loan, 6.73%, Maturing September 15, 2013     1,515,943    
EUR 265,574     Term Loan, 6.73%, Maturing September 15, 2013     371,251    
Columbian Chemicals Acquisition      
  990,000     Term Loan, 6.95%, Maturing March 16, 2013     957,825    
First Chemical Holding      
EUR 1,000,000     Term Loan, 6.75%, Maturing December 18, 2014(3)     1,414,901    
EUR 1,000,000     Term Loan, 7.23%, Maturing December 18, 2015(3)     1,421,332    
Foamex L.P.      
  3,421,020     Term Loan, 7.44%, Maturing February 12, 2013     3,298,435    
Georgia Gulf Corp.      
  1,224,191     Term Loan, 7.63%, Maturing October 3, 2013     1,211,057    
Hercules, Inc.      
  1,215,175     Term Loan, 6.71%, Maturing October 8, 2010     1,207,580    

 

Principal
Amount*
  Borrower/Tranche Description   Value  
Chemicals and Plastics (continued)      
Hexion Specialty Chemicals, Inc.      
  2,038,365     Term Loan, 7.50%, Maturing May 5, 2013   $ 2,021,485    
  442,791     Term Loan, 7.50%, Maturing May 5, 2013     439,124    
  4,950,000     Term Loan, 7.63%, Maturing May 5, 2013     4,909,009    
Huish Detergents, Inc.      
  1,271,813     Term Loan, 7.20%, Maturing April 26, 2014     1,214,240    
INEOS Group      
  500,000     Term Loan, 7.36%, Maturing December 14, 2013     496,339    
  500,000     Term Loan, 7.86%, Maturing December 14, 2014     496,339    
Innophos, Inc.      
  331,250     Term Loan, 7.01%, Maturing August 10, 2010     328,766    
Invista B.V.      
  3,080,177     Term Loan, 6.70%, Maturing April 29, 2011     3,033,975    
  1,632,723     Term Loan, 6.70%, Maturing April 29, 2011     1,608,232    
ISP Chemco, Inc.      
  3,790,500     Term Loan, 7.09%, Maturing June 4, 2014     3,710,899    
Kleopatra      
EUR 800,000     Term Loan, 7.28%, Maturing January 3, 2016     1,066,737    
  1,200,000     Term Loan, 7.74%, Maturing January 3, 2016     1,086,000    
Kranton Polymers, LLC      
  3,231,458     Term Loan, 7.25%, Maturing May 12, 2013     3,158,750    
Lucite International Group Holdings      
  786,042     Term Loan, 7.45%, Maturing July 7, 2013     772,287    
  278,310     Term Loan, 7.45%, Maturing July 7, 2013     273,440    
Lyondell Chemical Co.      
  5,148,000     Term Loan, 6.25%, Maturing August 16, 2013     5,129,411    
MacDermid, Inc.      
EUR 1,203,603     Term Loan, 6.98%, Maturing April 12, 2014     1,689,073    
Millenium Inorganic Chemicals      
  525,000     Term Loan, 7.45%, Maturing April 30, 2014     510,344    
  1,375,000     Term Loan, 10.95%, Maturing October 31, 2014     1,292,500    
Momentive Performance Material      
  2,580,500     Term Loan, 7.81%, Maturing December 4, 2013     2,535,803    
Mosaic Co.      
  293,099     Term Loan, 6.63%, Maturing December 21, 2012     292,811    
Nalco Co.      
  5,791,534     Term Loan, 6.97%, Maturing November 4, 2010     5,768,733    
Professional Paint, Inc.      
  962,813     Term Loan, 7.64%, Maturing May 31, 2012     914,672    
Propex Fabrics, Inc.      
  1,620,321     Term Loan, 10.58%, Maturing July 31, 2012     1,450,187    
Rockwood Specialties Group, Inc.      
  3,719,625     Term Loan, 6.46%, Maturing December 10, 2012     3,665,925    
Solo Cup Co.      
  2,676,182     Term Loan, 8.66%, Maturing February 27, 2011     2,674,748    

 

See notes to financial statements
6



Eaton Vance Limited Duration Income Fund as of October 31, 2007

PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D

Principal
Amount*
  Borrower/Tranche Description   Value  
Chemicals and Plastics (continued)      
Solutia, Inc.      
  5,670,828     DIP Loan, 8.06%, Maturing March 31, 2008   $ 5,665,514    
Wellman, Inc.      
  1,250,000     Term Loan, 9.36%, Maturing February 10, 2009     1,222,187    
            $ 83,190,512    
Clothing / Textiles — 0.4%      
Hanesbrands, Inc.      
  3,036,152     Term Loan, 6.74%, Maturing September 5, 2013   $ 3,002,566    
  1,125,000     Term Loan, 8.82%, Maturing March 5, 2014     1,132,734    
St. John Knits International, Inc.      
  1,346,699     Term Loan, 8.20%, Maturing March 23, 2012     1,326,499    
Warnaco, Inc.      
  707,222     Term Loan, 6.74%, Maturing January 31, 2013     700,150    
William Carter Co. (The)      
  1,167,810     Term Loan, 6.40%, Maturing July 14, 2012     1,150,536    
            $ 7,312,485    
Conglomerates — 1.4%      
Amsted Industries, Inc.      
  2,224,369     Term Loan, 7.28%, Maturing October 15, 2010   $ 2,189,613    
Blount, Inc.      
  509,357     Term Loan, 6.88%, Maturing August 9, 2010     499,807    
Doncasters (Dunde HoldCo 4 Ltd.)      
  613,558     Term Loan, 7.61%, Maturing July 13, 2015     596,700    
  613,558     Term Loan, 8.11%, Maturing July 13, 2015     598,234    
GBP 734,483     Term Loan, 10.60%, Maturing January 13, 2016     1,476,190    
GenTek, Inc.      
  1,459,106     Term Loan, 7.34%, Maturing February 25, 2011     1,431,748    
Goodman Global Holdings, Inc.      
  486,482     Term Loan, 7.19%, Maturing December 23, 2011     474,320    
ISS Holdings A/S      
EUR 1,491,228     Term Loan, 6.73%, Maturing December 31, 2013     2,114,672    
EUR 208,772     Term Loan, 6.73%, Maturing December 31, 2013     296,054    
Jarden Corp.      
  2,427,505     Term Loan, 6.95%, Maturing January 24, 2012     2,383,507    
  988,012     Term Loan, 6.95%, Maturing January 24, 2012     970,105    
Johnson Diversey, Inc.      
  3,327,893     Term Loan, 7.36%, Maturing December 16, 2011     3,292,535    
Polymer Group, Inc.      
  4,273,875     Term Loan, 7.29%, Maturing November 22, 2012     4,241,821    
RBS Global, Inc.      
  1,681,967     Term Loan, 7.60%, Maturing July 19, 2013     1,674,609    
  419,688     Term Loan, 7.64%, Maturing July 19, 2013     417,851    

 

Principal
Amount*
  Borrower/Tranche Description   Value  
Conglomerates (continued)      
RGIS Holdings, LLC      
  96,187     Term Loan, 7.25%, Maturing April 30, 2014   $ 92,580    
  1,923,750     Term Loan, 7.25%, Maturing April 30, 2014     1,851,609    
US Investigations Services, Inc.      
  2,650,000     Term Loan, Maturing February 21, 2015(2)     2,577,125    
Vertrue, Inc.      
  1,225,000     Term Loan, 8.20%, Maturing August 16, 2014     1,191,312    
            $ 28,370,392    
Containers and Glass Products — 2.0%      
Berry Plastics Corp.      
  5,671,500     Term Loan, 7.36%, Maturing April 3, 2015   $ 5,519,078    
Bluegrass Container Co.      
  494,648     Term Loan, 7.29%, Maturing June 30, 2013     492,395    
  1,653,165     Term Loan, 7.32%, Maturing June 30, 2013     1,645,636    
  224,242     Term Loan, 9.75%, Maturing December 30, 2013     225,784    
  700,758     Term Loan, 9.75%, Maturing December 30, 2013     705,575    
Consolidated Container Co.      
  1,000,000     Term Loan, 10.66%, Maturing September 28, 2014     882,500    
Crown Americas, Inc.      
  693,000     Term Loan, 7.31%, Maturing November 15, 2012     684,915    
Graham Packaging Holdings Co.      
  6,069,500     Term Loan, 7.66%, Maturing October 7, 2011     5,964,231    
Graphic Packaging International, Inc.      
  8,208,750     Term Loan, 7.39%, Maturing May 16, 2014     8,169,906    
IPG (US), Inc.      
  1,047,053     Term Loan, 9.59%, Maturing July 28, 2011     1,039,200    
JSG Acquisitions      
EUR 1,800,764     Term Loan, 6.39%, Maturing December 31, 2014     2,548,592    
EUR 1,800,764     Term Loan, 6.65%, Maturing December 31, 2014     2,560,154    
EUR 180,907     Term Loan, 6.66%, Maturing December 31, 2014     255,970    
EUR 217,564     Term Loan, 6.91%, Maturing December 31, 2014     309,390    
Kranson Industries, Inc.      
  1,114,798     Term Loan, 7.45%, Maturing July 31, 2013     1,098,076    
Owens-Brockway Glass Container      
  2,034,688     Term Loan, 6.59%, Maturing June 14, 2013     2,002,261    
Smurfit-Stone Container Corp.      
  872,221     Term Loan, 5.02%, Maturing November 1, 2011     865,271    
  79,936     Term Loan, 7.19%, Maturing November 1, 2011     79,299    
  1,420,261     Term Loan, 7.43%, Maturing November 1, 2011     1,408,943    
  2,224,951     Term Loan, 7.52%, Maturing November 1, 2011     2,207,221    
Tegrant Holding Corp.      
  1,990,000     Term Loan, 7.88%, Maturing March 8, 2013     1,910,400    
            $ 40,574,797    

 

See notes to financial statements
7



Eaton Vance Limited Duration Income Fund as of October 31, 2007

PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D

Principal
Amount*
  Borrower/Tranche Description   Value  
Cosmetics / Toiletries — 0.4%      
American Safety Razor Co.      
  997,475     Term Loan, 7.51%, Maturing July 31, 2013   $ 987,500    
  1,200,000     Term Loan, 11.69%, Maturing July 31, 2014     1,200,000    
Bausch & Lomb, Inc.      
  155,000     Term Loan, Maturing April 30, 2015(2)     155,436    
  620,000     Term Loan, Maturing April 30, 2015(2)     621,744    
KIK Custom Products, Inc.      
  1,400,000     Term Loan, 10.20%, Maturing November 30, 2014     1,169,000    
Prestige Brands, Inc.      
  2,893,537     Term Loan, 7.73%, Maturing April 7, 2011     2,879,069    
            $ 7,012,749    
Drugs — 0.4%      
Graceway Pharmaceuticals, LLC      
  1,597,917     Term Loan, 7.95%, Maturing May 3, 2012   $ 1,532,802    
  1,000,000     Term Loan, 11.70%, Maturing May 3, 2013     915,000    
  300,000     Term Loan, 13.45%, Maturing November 3, 2013     255,000    
Pharmaceutical Holdings Corp.      
  853,125     Term Loan, 8.07%, Maturing January 30, 2012     831,797    
Stiefel Laboratories, Inc.      
  709,725     Term Loan, 7.50%, Maturing December 28, 2013     696,418    
  927,900     Term Loan, 7.50%, Maturing December 28, 2013     910,502    
Warner Chilcott Corp.      
  826,530     Term Loan, 7.20%, Maturing January 18, 2012     815,372    
  2,761,686     Term Loan, 7.24%, Maturing January 18, 2012     2,724,403    
            $ 8,681,294    
Ecological Services and Equipment — 0.8%      
Allied Waste Industries, Inc.      
  1,565,962     Term Loan, 5.50%, Maturing January 15, 2012   $ 1,540,027    
  2,911,119     Term Loan, 6.54%, Maturing January 15, 2012     2,862,905    
Big Dumpster Merger Sub, Inc.      
  688,822     Term Loan, 7.45%, Maturing February 5, 2013     654,381    
Blue Waste B.V. (AVR Acquisition)      
EUR 1,000,000     Term Loan, 6.98%, Maturing April 1, 2015     1,421,733    
Environmental Systems Products Holdings, Inc.      
  466,049     Term Loan, 13.75%, Maturing December 12, 2010(4)     466,049    
IESI Corp.      
  3,464,706     Term Loan, 7.17%, Maturing January 20, 2012     3,371,592    
Kemble Water Structure Ltd.      
GBP 1,750,000     Term Loan, 10.05%, Maturing October 13, 2013     3,574,016    
Sensus Metering Systems, Inc.      
  759,214     Term Loan, 7.26%, Maturing December 17, 2010     747,826    
  49,327     Term Loan, 7.36%, Maturing December 17, 2010     48,587    

 

Principal
Amount*
  Borrower/Tranche Description   Value  
Ecological Services and Equipment (continued)      
Waste Services, Inc.      
  1,000,000     Term Loan, 7.38%, Maturing March 31, 2011   $ 985,000    
Wastequip, Inc.      
  311,178     Term Loan, 7.04%, Maturing February 5, 2013(3)     295,619    
            $ 15,967,735    
Electronics / Electrical — 1.8%      
AMI Semiconductor, Inc.      
  2,108,001     Term Loan, 6.82%, Maturing April 1, 2012   $ 2,039,491    
Aspect Software, Inc.      
  2,623,500     Term Loan, 8.25%, Maturing July 11, 2011     2,544,795    
  2,350,000     Term Loan, 12.31%, Maturing July 11, 2013     2,256,000    
EnerSys Capital, Inc.      
  1,524,108     Term Loan, 7.07%, Maturing March 17, 2011     1,497,436    
FCI International Loan Agreement, Series B      
EUR 750,000     Term Loan, 6.51%, Maturing November 2, 2013     1,056,127    
Freescale Semiconductor, Inc.      
  5,632,438     Term Loan, 7.33%, Maturing December 1, 2013     5,418,782    
Infor Enterprise Solutions Holdings      
  3,448,029     Term Loan, 8.95%, Maturing July 28, 2012     3,361,828    
  1,798,971     Term Loan, 8.95%, Maturing July 28, 2012     1,753,997    
  500,000     Term Loan, 10.70%, Maturing March 2, 2014     471,250    
  183,333     Term Loan, 11.45%, Maturing March 2, 2014     172,792    
  316,667     Term Loan, 11.45%, Maturing March 2, 2014     298,458    
Network Solutions, LLC      
  1,063,742     Term Loan, 7.61%, Maturing March 7, 2014     1,010,555    
Open Solutions, Inc.      
  2,438,180     Term Loan, 7.28%, Maturing January 23, 2014     2,339,129    
Sensata Technologies Finance Co.      
  3,777,187     Term Loan, 6.76%, Maturing April 27, 2013     3,684,442    
Spectrum Brands, Inc.      
  83,608     Term Loan, 4.97%, Maturing March 30, 2013     82,479    
  1,687,163     Term Loan, 9.37%, Maturing March 30, 2013     1,664,387    
SS&C Technologies, Inc.      
  2,125,576     Term Loan, 7.20%, Maturing November 23, 2012     2,093,692    
TTM Technologies, Inc.      
  445,500     Term Loan, 7.22%, Maturing October 27, 2012     443,829    
VeriFone, Inc.      
  472,500     Term Loan, 6.71%, Maturing October 31, 2013     470,728    
Vertafore, Inc.      
  2,487,516     Term Loan, 8.01%, Maturing January 31, 2012     2,453,312    
  975,000     Term Loan, 11.51%, Maturing January 31, 2013     948,188    
            $ 36,061,697    

 

See notes to financial statements
8



Eaton Vance Limited Duration Income Fund as of October 31, 2007

PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D

Principal
Amount*
  Borrower/Tranche Description   Value  
Equipment Leasing — 0.4%      
Hertz Corp. (The)      
  3,828,917     Term Loan, 6.87%, Maturing December 21, 2012   $ 3,776,441    
  688,889     Term Loan, 6.99%, Maturing December 21, 2012     679,448    
Maxim Crane Works, L.P.      
  1,246,875     Term Loan, 6.81%, Maturing June 29, 2014     1,184,531    
United Rentals, Inc.      
  519,459     Term Loan, 5.32%, Maturing February 14, 2011     517,901    
  1,234,911     Term Loan, 7.13%, Maturing February 14, 2011     1,231,207    
            $ 7,389,528    
Farming / Agriculture — 0.3%      
BF Bolthouse HoldCo, LLC      
  2,947,500     Term Loan, 7.50%, Maturing December 16, 2012   $ 2,914,341    
  1,475,000     Term Loan, 10.70%, Maturing December 16, 2013     1,471,774    
Central Garden & Pet Co.      
  2,511,750     Term Loan, 6.56%, Maturing February 28, 2014     2,310,810    
            $ 6,696,925    
Financial Intermediaries — 0.6%      
Citco III, Ltd.      
  1,775,000     Term Loan, 7.63%, Maturing June 30, 2014   $ 1,726,188    
Coinstar, Inc.      
  589,936     Term Loan, 7.13%, Maturing July 7, 2011     589,198    
Grosvenor Capital Management      
  718,261     Term Loan, 7.33%, Maturing December 5, 2013     707,487    
INVESTools, Inc.      
  625,000     Term Loan, 8.45%, Maturing August 13, 2012     612,500    
Jupiter Asset Management Group      
GBP 635,294     Term Loan, 8.74%, Maturing June 30, 2015     1,262,485    
LPL Holdings, Inc.      
  5,614,891     Term Loan, 7.20%, Maturing December 18, 2014     5,544,705    
RJO Holdings Corp. (RJ O'Brien)      
  675,000     Term Loan, 7.76%, Maturing July 31, 2014     621,844    
Travelex America Holdings, Inc.      
  625,000     Term Loan, Maturing October 31, 2013(2)     612,500    
  625,000     Term Loan, Maturing October 31, 2014(2)     615,625    
            $ 12,292,532    
Food Products — 1.7%      
Acosta, Inc.      
  2,987,188     Term Loan, 7.01%, Maturing July 28, 2013   $ 2,927,444    
Advantage Sales & Marketing, Inc.      
  3,590,058     Term Loan, 6.94%, Maturing March 29, 2013     3,468,894    
  599,869     Term Loan, 6.94%, Maturing March 29, 2013     579,624    

 

Principal
Amount*
  Borrower/Tranche Description   Value  
Food Products (continued)      
American Seafoods Group, LLC      
  1,167,559     Term Loan, 6.95%, Maturing September 30, 2011   $ 1,132,532    
Birds Eye Foods, Inc.      
  430,833     Term Loan, 6.95%, Maturing March 22, 2013     418,178    
Chiquita Brands, LLC      
  3,338,593     Term Loan, 7.88%, Maturing June 28, 2012     3,291,993    
Dean Foods Co.      
  4,950,125     Term Loan, 6.70%, Maturing April 2, 2014     4,802,463    
MafCo Worldwide Corp.      
  929,659     Term Loan, 7.60%, Maturing December 8, 2011     904,093    
Michael Foods, Inc.      
  1,565,962     Term Loan, 7.36%, Maturing November 21, 2010     1,546,387    
National Dairy Holdings, L.P.      
  2,091,149     Term Loan, 6.82%, Maturing March 15, 2012     2,044,098    
Pinnacle Foods Finance, LLC      
  6,384,000     Term Loan, 7.95%, Maturing April 2, 2014     6,186,779    
Provimi Group SA      
EUR 402,189     Term Loan, 6.60%, Maturing June 28, 2015     564,775    
EUR 548,225     Term Loan, 6.60%, Maturing June 28, 2015     769,846    
EUR 797,242     Term Loan, 6.62%, Maturing June 28, 2015(3)     1,119,528    
EUR 462,604     Term Loan, 6.63%, Maturing June 28, 2015(3)     649,612    
  231,370     Term Loan, 7.37%, Maturing June 28, 2015     224,574    
  188,011     Term Loan, 7.37%, Maturing June 28, 2015     182,488    
Reddy Ice Group, Inc.      
  3,130,000     Term Loan, 7.00%, Maturing August 9, 2012     3,075,225    
            $ 33,888,533    
Food Service — 1.0%      
AFC Enterprises, Inc.      
  703,971     Term Loan, 7.50%, Maturing May 23, 2009   $ 692,532    
Aramark Corp.      
  330,207     Term Loan, 5.20%, Maturing January 26, 2014     322,818    
  4,614,037     Term Loan, 7.20%, Maturing January 26, 2014     4,510,798    
GBP 992,500     Term Loan, 8.44%, Maturing January 27, 2014     2,010,226    
Buffets, Inc.      
  245,000     Term Loan, 5.10%, Maturing May 1, 2013     222,797    
  1,841,088     Term Loan, 8.54%, Maturing November 1, 2013     1,674,239    
Burger King Corp.      
  1,743,983     Term Loan, 6.75%, Maturing June 30, 2012     1,727,851    
CBRL Group, Inc.      
  2,319,501     Term Loan, 6.86%, Maturing April 27, 2013     2,261,514    
Denny's, Inc.      
  176,667     Term Loan, 5.12%, Maturing March 31, 2012     174,458    
  905,478     Term Loan, 7.26%, Maturing March 31, 2012     894,160    

 

See notes to financial statements
9



Eaton Vance Limited Duration Income Fund as of October 31, 2007

PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D

Principal
Amount*
  Borrower/Tranche Description   Value  
Food Service (continued)      
JRD Holdings, Inc.      
  896,094     Term Loan, 7.74%, Maturing June 26, 2014   $ 878,172    
Maine Beverage Co., LLC      
  740,625     Term Loan, 6.98%, Maturing June 30, 2010     736,922    
NPC International, Inc.      
  500,000     Term Loan, 6.98%, Maturing May 3, 2013     482,500    
OSI Restaurant Partners, LLC      
  84,586     Term Loan, 5.52%, Maturing May 9, 2013     81,711    
  1,037,812     Term Loan, 7.06%, Maturing May 9, 2014     1,002,527    
QCE Finance, LLC      
  992,462     Term Loan, 7.45%, Maturing May 5, 2013     963,861    
  1,225,000     Term Loan, 10.95%, Maturing November 5, 2013     1,178,450    
Sagittarius Restaurants, LLC      
  492,500     Term Loan, 7.45%, Maturing March 29, 2013     455,563    
            $ 20,271,099    
Food / Drug Retailers — 1.2%      
General Nutrition Centers, Inc.      
  1,393,000     Term Loan, 7.48%, Maturing September 16, 2013   $ 1,350,666    
  900,000     Term Loan, Maturing September 16, 2013(2)     837,000    
Iceland Foods Group, Ltd.      
GBP 1,500,000     Term Loan, 8.93%, Maturing May 2, 2014     3,108,235    
GBP 1,500,000     Term Loan, 9.43%, Maturing May 2, 2015     3,123,815    
GBP 500,000     Term Loan, 11.05%, Maturing May 2, 2016     1,038,675    
Pantry, Inc. (The)      
  344,444     Term Loan, 0.00%, Maturing May 15, 2014(3)     334,326    
  1,202,542     Term Loan, 6.51%, Maturing May 15, 2014     1,167,217    
Rite Aid Corp.      
  5,500,000     Term Loan, 6.79%, Maturing June 1, 2014     5,362,500    
Roundy's Supermarkets, Inc.      
  5,212,610     Term Loan, 8.46%, Maturing November 3, 2011     5,195,236    
Supervalu, Inc.      
  1,945,375     Term Loan, 6.62%, Maturing June 1, 2012     1,923,490    
            $ 23,441,160    
Forest Products — 1.3%      
Appleton Papers, Inc.      
  1,920,188     Term Loan, 7.02%, Maturing June 5, 2014   $ 1,851,182    
Boise Cascade Holdings, LLC      
  4,877,627     Term Loan, 6.49%, Maturing April 30, 2014     4,849,581    
  1,097,862     Term Loan, 6.72%, Maturing April 30, 2014     1,091,549    
Georgia-Pacific Corp.      
  11,581,374     Term Loan, 7.41%, Maturing December 20, 2012     11,325,959    

 

Principal
Amount*
  Borrower/Tranche Description   Value  
Forest Products (continued)      
NewPage Corp.      
  2,061,395     Term Loan, 7.47%, Maturing May 2, 2011   $ 2,045,934    
Xerium Technologies, Inc.      
EUR 2,000,000     Term Loan, Maturing May 18, 2012(2)     2,727,124    
  1,891,670     Term Loan, 7.95%, Maturing May 18, 2012     1,794,722    
            $ 25,686,051    
Healthcare — 5.5%      
Accellent, Inc.      
  1,424,625     Term Loan, 8.01%, Maturing November 22, 2012   $ 1,360,517    
Alliance Imaging, Inc.      
  2,166,406     Term Loan, 7.63%, Maturing December 29, 2011     2,150,158    
American Medical Systems      
  1,942,819     Term Loan, 7.57%, Maturing July 20, 2012     1,896,677    
AMN Healthcare, Inc.      
  401,125     Term Loan, 6.95%, Maturing November 2, 2011     390,971    
AMR HoldCo, Inc.      
  2,186,733     Term Loan, 7.71%, Maturing February 10, 2012     2,138,898    
Biomet, Inc.      
EUR 1,775,000     Term Loan, 7.72%, Maturing December 26, 2014     2,553,536    
  4,000,000     Term Loan, 8.20%, Maturing December 26, 2014     3,986,136    
Capio AB      
EUR 227,051     Term Loan, 6.85%, Maturing April 24, 2015     323,969    
EUR 272,949     Term Loan, 6.85%, Maturing April 24, 2015     389,459    
EUR 227,051     Term Loan, 6.98%, Maturing April 16, 2016     325,612    
EUR 272,949     Term Loan, 6.98%, Maturing April 24, 2016     391,434    
Cardinal Health 409, Inc.      
EUR 1,995,000     Term Loan, 6.98%, Maturing April 10, 2014     2,799,678    
  2,194,500     Term Loan, 7.45%, Maturing April 10, 2014     2,114,607    
Carestream Health, Inc.      
  3,575,000     Term Loan, 7.11%, Maturing April 30, 2013     3,466,635    
  1,000,000     Term Loan, 10.30%, Maturing October 30, 2013     978,333    
Carl Zeiss Vision Holding GmbH      
  1,300,000     Term Loan, 7.64%, Maturing March 23, 2015     1,271,833    
Community Health Systems, Inc.      
  736,272     Term Loan, 0.00%, Maturing July 25, 2014(3)     720,166    
  11,163,728     Term Loan, 7.76%, Maturing July 25, 2014     10,919,521    
Concentra, Inc.      
  850,000     Term Loan, 10.70%, Maturing June 25, 2015     800,063    
ConMed Corp.      
  626,208     Term Loan, 6.32%, Maturing April 13, 2013     616,815    
CRC Health Corp.      
  643,500     Term Loan, 7.45%, Maturing February 6, 2013     629,423    
  591,030     Term Loan, 7.45%, Maturing February 6, 2013     578,101    

 

See notes to financial statements
10



Eaton Vance Limited Duration Income Fund as of October 31, 2007

PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D

Principal
Amount*
  Borrower/Tranche Description   Value  
Healthcare (continued)      
DaVita, Inc.      
  7,223,858     Term Loan, 6.75%, Maturing October 5, 2012   $ 7,086,908    
DJ Orthopedics, LLC      
  379,321     Term Loan, 6.58%, Maturing April 7, 2013     379,321    
Encore Medical Finance, LLC      
  1,410,754     Term Loan, 7.84%, Maturing November 3, 2013     1,407,227    
FHC Health Systems, Inc.      
  734,254     Term Loan, 12.33%, Maturing December 18, 2009     745,267    
  513,978     Term Loan, 14.33%, Maturing December 18, 2009     521,687    
Fresenius Medical Care Holdings      
  3,534,977     Term Loan, 6.70%, Maturing March 31, 2013     3,496,591    
Hanger Orthopedic Group, Inc.      
  1,560,388     Term Loan, 7.45%, Maturing May 30, 2013     1,530,155    
HCA, Inc.      
  9,875,375     Term Loan, 7.45%, Maturing November 18, 2013     9,664,793    
Health Management Association, Inc.      
  5,141,108     Term Loan, 6.94%, Maturing February 28, 2014     4,924,040    
HealthSouth Corp.      
  1,595,972     Term Loan, 7.63%, Maturing March 10, 2013     1,565,686    
Iasis Healthcare, LLC      
  112,878     Term Loan, 6.79%, Maturing March 14, 2014     107,904    
  1,232,637     Term Loan, 7.07%, Maturing March 14, 2014     1,178,325    
  423,291     Term Loan, 7.70%, Maturing March 14, 2014(3)     404,640    
Ikaria Acquisition, Inc.      
  783,298     Term Loan, 7.70%, Maturing March 28, 2013     767,632    
IM US Holdings, LLC      
  900,000     Term Loan, 9.45%, Maturing June 26, 2015     898,313    
Invacare Corp.      
  3,352,175     Term Loan, 7.11%, Maturing February 12, 2013     3,267,325    
inVentiv Health, Inc.      
  77,143     Term Loan, 0.00%, Maturing July 6, 2014(3)     75,407    
  1,269,675     Term Loan, 6.57%, Maturing July 6, 2014     1,241,107    
Leiner Health Products, Inc.      
  1,088,438     Term Loan, 9.65%, Maturing May 27, 2011     1,032,201    
LifeCare Holdings, Inc.      
  955,500     Term Loan, 8.20%, Maturing August 11, 2012     891,004    
LifePoint Hospitals, Inc.      
  2,959,542     Term Loan, 7.17%, Maturing April 15, 2012     2,908,280    
Magellan Health Services, Inc.      
  277,778     Term Loan, 5.22%, Maturing August 15, 2008     272,222    
  104,167     Term Loan, 6.87%, Maturing August 15, 2008     102,083    
Matria Healthcare, Inc.      
  1,208,032     Term Loan, 7.34%, Maturing January 19, 2012     1,183,872    
MultiPlan Merger Corp.      
  783,125     Term Loan, 7.25%, Maturing April 12, 2013     768,115    
  1,425,918     Term Loan, 7.25%, Maturing April 12, 2013     1,398,587    

 

Principal
Amount*
  Borrower/Tranche Description   Value  
Healthcare (continued)      
National Mentor Holdings, Inc.      
  1,351,690     Term Loan, 7.20%, Maturing June 29, 2013   $ 1,324,656    
  81,200     Term Loan, 7.32%, Maturing June 29, 2013     79,576    
National Rental Institutes, Inc.      
  2,123,125     Term Loan, 7.50%, Maturing March 31, 2013     2,080,663    
Nyco Holdings      
EUR 1,950,000     Term Loan, 7.21%, Maturing December 29, 2014     2,642,371    
EUR 1,950,000     Term Loan, 7.71%, Maturing December 29, 2015     2,655,067    
Physiotherapy Associates, Inc.      
  1,197,000     Term Loan, 9.50%, Maturing June 27, 2013     1,143,135    
RadNet Management, Inc.      
  719,563     Term Loan, 9.22%, Maturing November 15, 2012     721,362    
ReAble Therapeutics Finance, LLC      
  2,212,739     Term Loan, 7.45%, Maturing November 16, 2013     2,179,548    
Renal Advantage, Inc.      
  392,126     Term Loan, 8.10%, Maturing October 5, 2012     383,794    
Select Medical Holding Corp.      
  2,023,125     Term Loan, 7.48%, Maturing February 24, 2012     1,946,414    
Sunrise Medical Holdings, Inc.      
  2,092,560     Term Loan, 9.42%, Maturing May 13, 2010     1,883,304    
Vanguard Health Holding Co., LLC      
  2,220,523     Term Loan, 7.45%, Maturing September 23, 2011     2,176,808    
Viant Holdings, Inc.      
  773,063     Term Loan, 7.45%, Maturing June 25, 2014     724,746    
            $ 108,562,678    
Home Furnishings — 0.6%      
Hunter Fan Co.      
  70,714     Term Loan, 0.00%, Maturing April 16, 2014(3)   $ 64,350    
  752,577     Term Loan, 8.03%, Maturing April 16, 2014     684,845    
Interline Brands, Inc.      
  1,297,704     Term Loan, 6.57%, Maturing June 23, 2013     1,270,128    
  897,147     Term Loan, 6.57%, Maturing June 23, 2013     878,082    
National Bedding Co., LLC      
  1,493,737     Term Loan, 7.09%, Maturing August 31, 2011     1,413,449    
  1,050,000     Term Loan, 9.75%, Maturing August 31, 2012     973,875    
Oreck Corp.      
  1,807,044     Term Loan, 9.25%, Maturing February 2, 2012     1,364,318    
Sanitec, Ltd. Oy      
EUR 500,000     Term Loan, 7.05%, Maturing April 7, 2013     691,598    
EUR 500,000     Term Loan, 7.55%, Maturing April 7, 2014     694,892    
Simmons Co.      
  3,795,769     Term Loan, 7.36%, Maturing December 19, 2011     3,738,833    
  1,000,000     Term Loan, 10.65%, Maturing February 15, 2012     935,000    
            $ 12,709,370    

 

See notes to financial statements
11



Eaton Vance Limited Duration Income Fund as of October 31, 2007

PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D

Principal
Amount*
  Borrower/Tranche Description   Value  
Industrial Equipment — 1.5%      
Aearo Technologies, Inc.      
  500,000     Term Loan, 10.70%, Maturing September 24, 2013   $ 482,500    
  997,500     Term Loan, 7.45%, Maturing July 2, 2014     966,952    
Alliance Laundry Holdings, LLC      
  468,311     Term Loan, 7.86%, Maturing January 27, 2012     465,970    
CEVA Group PLC U.S.      
EUR 306,388     Term Loan, 7.16%, Maturing January 4, 2014     435,311    
EUR 520,282     Term Loan, 7.16%, Maturing January 4, 2014     739,207    
EUR 639,430     Term Loan, 7.16%, Maturing January 4, 2014     908,490    
EUR 1,597,365     Term Loan, 7.73%, Maturing January 4, 2014     2,269,506    
  1,450,313     Term Loan, 8.13%, Maturing January 4, 2014     1,428,558    
  171,053     Term Loan, 8.20%, Maturing January 4, 2014     168,487    
Colfax Corp.      
  2,244,678     Term Loan, 7.50%, Maturing May 30, 2009     2,230,649    
EPD Holdings (Goodyear Engineering Products)      
  115,625     Term Loan, 0.00%, Maturing July 13, 2014(3)     113,794    
  809,375     Term loan, 7.46%, Maturing July 13, 2014     796,560    
  1,100,000     Term Loan, 10.71%, Maturing July 13, 2015     1,065,166    
Flowserve Corp.      
  2,319,998     Term Loan, 6.78%, Maturing August 10, 2012     2,286,648    
FR Brand Acquisition Corp.      
  995,000     Term Loan, 7.53%, Maturing February 7, 2014     956,444    
Generac Acquisition Corp.      
  2,707,750     Term Loan, 7.73%, Maturing November 7, 2013     2,399,259    
  500,000     Term Loan, 11.23%, Maturing April 7, 2014     363,959    
Gleason Corp.      
  743,297     Term Loan, 7.17%, Maturing June 30, 2013     736,793    
  280,361     Term Loan, 7.42%, Maturing June 30, 2013     277,908    
Itron, Inc.      
EUR 475,112     Term Loan, 6.73%, Maturing April 18, 2014     680,495    
Jason, Inc.      
  648,375     Term Loan, 8.03%, Maturing April 30, 2010     632,166    
John Maneely Co.      
  2,577,444     Term Loan, 8.52%, Maturing December 8, 2013     2,409,910    
KION Group GmbH      
  250,000     Term Loan, 7.49%, Maturing December 23, 2014     246,051    
  250,000     Term Loan, 7.74%, Maturing December 23, 2015     247,074    
Polypore, Inc.      
  4,339,125     Term Loan, 7.07%, Maturing July 3, 2014     4,236,071    
Terex Corp.      
  938,125     Term Loan, 6.95%, Maturing July 13, 2013     933,434    
TFS Acquisition Corp.      
  891,000     Term Loan, 8.70%, Maturing August 11, 2013     877,635    
            $ 29,354,997    

 

Principal
Amount*
  Borrower/Tranche Description   Value  
Insurance — 0.7%      
Alliant Holdings I, Inc.      
  1,350,000     Term Loan, Maturing August 21, 2014(2)   $ 1,336,500    
Applied Systems, Inc.      
  997,481     Term Loan, 7.42%, Maturing September 26, 2013     977,531    
CCC Information Services Group, Inc.      
  1,166,500     Term Loan, 7.71%, Maturing February 10, 2013     1,156,293    
Conseco, Inc.      
  4,710,563     Term Loan, 6.82%, Maturing October 10, 2013     4,512,328    
Crawford & Company      
  1,655,310     Term Loan, 7.45%, Maturing October 31, 2013     1,626,342    
Crump Group, Inc.      
  1,450,000     Term Loan, Maturing August 4, 2014(2)     1,428,250    
Hub International Holdings, Inc.      
  219,435     Term Loan, 8.01%, Maturing June 13, 2014(3)     215,458    
  977,941     Term Loan, 8.20%, Maturing June 13, 2014     960,216    
U.S.I. Holdings Corp.      
  1,197,000     Term Loan, 7.95%, Maturing May 4, 2014     1,179,045    
            $ 13,391,963    
Leisure Goods / Activities / Movies — 4.2%      
24 Hour Fitness Worldwide, Inc.      
  1,989,700     Term Loan, 7.81%, Maturing June 8, 2012   $ 1,959,855    
AMC Entertainment, Inc.      
  2,235,188     Term Loan, 6.61%, Maturing January 26, 2013     2,200,088    
AMF Bowling Worldwide, Inc.      
  1,300,000     Term Loan, 11.81%, Maturing December 8, 2013     1,261,000    
Butterfly Wendel US, Inc.      
  387,500     Term Loan, 8.14%, Maturing June 22, 2013     363,927    
  387,500     Term Loan, 7.89%, Maturing June 22, 2014     361,990    
Carmike Cinemas, Inc.      
  2,947,236     Term Loan, 9.00%, Maturing May 19, 2012     2,942,323    
Cedar Fair, L.P.      
  493,750     Term Loan, 6.76%, Maturing August 31, 2011     484,801    
  3,974,688     Term Loan, 6.75%, Maturing August 30, 2012     3,902,646    
Cinemark, Inc.      
  4,746,105     Term Loan, 7.25%, Maturing October 5, 2013     4,648,216    
Dave & Buster's, Inc.      
  587,500     Term Loan, 7.48%, Maturing March 8, 2013     582,359    
  985,000     Term Loan, 7.48%, Maturing March 8, 2013     976,381    
Deluxe Entertainment Services      
  894,377     Term Loan, 7.45%, Maturing January 28, 2011     869,781    
  81,214     Term Loan, 7.45%, Maturing January 28, 2011     78,980    
  41,339     Term Loan, 7.45%, Maturing January 28, 2011     40,202    
Easton-Bell Sports, Inc.      
  1,477,500     Term Loan, 6.85%, Maturing March 16, 2012     1,435,715    

 

See notes to financial statements
12



Eaton Vance Limited Duration Income Fund as of October 31, 2007

PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D

Principal
Amount*
  Borrower/Tranche Description   Value  
Leisure Goods / Activities / Movies (continued)      
HEI Acquisition, LLC      
  2,775,000     Term Loan, 9.02%, Maturing April 13, 2014   $ 2,719,500    
Mega Blocks, Inc.      
  1,488,579     Term Loan, 7.25%, Maturing July 26, 2012     1,430,896    
Metro-Goldwyn-Mayer Holdings, Inc.      
  10,215,653     Term Loan, 8.45%, Maturing April 8, 2012     9,819,797    
National CineMedia, LLC      
  1,575,000     Term Loan, 7.46%, Maturing February 13, 2015     1,524,797    
Red Football, Ltd.      
GBP 4,750,000     Term Loan, 8.87%, Maturing August 16, 2014     9,725,568    
GBP 4,750,000     Term Loan, 9.12%, Maturing August 16, 2015     9,774,906    
Regal Cinemas Corp.      
  6,288,981     Term Loan, 6.70%, Maturing November 10, 2010     6,158,554    
Revolution Studios Distribution Co., LLC      
  1,681,923     Term Loan, 8.51%, Maturing December 21, 2014     1,673,514    
  1,050,000     Term Loan, 11.76%, Maturing June 21, 2015     1,034,250    
Six Flags Theme Parks, Inc.      
  4,513,688     Term Loan, 7.75%, Maturing April 30, 2015     4,311,984    
Southwest Sports Group, LLC      
  1,450,000     Term Loan, 7.75%, Maturing December 22, 2010     1,424,625    
Universal City Development Partners, Ltd.      
  2,912,921     Term Loan, 7.33%, Maturing June 9, 2011     2,887,433    
WMG Acquisition Corp.      
  900,000     Revolving Loan, 0.00%, Maturing February 28, 2010(3)     874,125    
  6,967,827     Term Loan, 7.42%, Maturing February 28, 2011     6,819,761    
            $ 82,287,974    
Lodging and Casinos — 1.9%      
Bally Technologies, Inc.      
  5,466,091     Term Loan, 8.64%, Maturing September 5, 2009   $ 5,450,147    
CCM Merger, Inc.      
  2,579,408     Term Loan, 7.30%, Maturing April 25, 2012     2,524,595    
Gala Electric Casinos, Ltd.      
GBP 1,000,000     Term Loan, 8.81%, Maturing December 12, 2013     2,005,509    
GBP 1,000,000     Term Loan, 9.30%, Maturing December 12, 2014     2,015,896    
Green Valley Ranch Gaming, LLC      
  647,080     Term Loan, 7.41%, Maturing February 16, 2014     634,138    
Isle of Capri Casinos, Inc.      
  798,529     Term Loan, 0.00%, Maturing November 30, 2013(3)     770,680    
  1,062,044     Term Loan, 6.64%, Maturing November 30, 2013     1,025,005    
  2,655,111     Term Loan, 6.74%, Maturing November 30, 2013     2,562,514    
LodgeNet Entertainment Corp.      
  1,197,000     Term Loan, 7.20%, Maturing April 4, 2014     1,177,175    
New World Gaming Partners, Ltd      
  1,458,333     Term Loan, Maturing June 30, 2014(2)     1,400,000    
  291,667     Term Loan, Maturing June 30, 2014(2)     280,000    

 

Principal
Amount*
  Borrower/Tranche Description   Value  
Lodging and Casinos (continued)      
Penn National Gaming, Inc.      
  7,766,500     Term Loan, 6.90%, Maturing October 3, 2012   $ 7,727,132    
Venetian Casino Resort/Las Vegas Sands Inc.      
  1,240,000     Term Loan, 0.00%, Maturing May 14, 2014(3)     1,205,840    
  4,947,600     Term Loan, 6.95%, Maturing May 23, 2014     4,811,304    
VML US Finance, LLC      
  2,300,000     Term Loan, 7.45%, Maturing May 25, 2013     2,257,080    
Wimar OpCo, LLC      
  900,262     Term Loan, 7.45%, Maturing January 3, 2012     880,007    
            $ 36,727,022    
Nonferrous Metals / Minerals — 1.3%      
Alpha Natural Resources, LLC      
  2,898,375     Term Loan, 6.95%, Maturing October 26, 2012   $ 2,885,092    
Compass Minerals Group, Inc.      
  2,777,709     Term Loan, 6.70%, Maturing December 22, 2012     2,740,674    
Euramax International, Inc.      
  725,794     Term Loan, 8.24%, Maturing June 28, 2012     676,198    
  501,316     Term Loan, 13.24%, Maturing June 28, 2013     440,322    
  248,684     Term Loan, 13.24%, Maturing June 28, 2013     218,428    
Magnum Coal Co.      
  245,455     Term Loan, 8.01%, Maturing March 15, 2013     223,977    
  2,417,727     Term Loan, 8.42%, Maturing March 15, 2013     2,206,176    
Murray Energy Corp.      
  955,500     Term Loan, 8.54%, Maturing January 28, 2010     955,500    
Neo Material Technologies, Inc.      
  1,574,063     Term Loan, 8.69%, Maturing August 31, 2009     1,574,063    
Noranda Aluminum Acquisition      
  572,063     Term Loan, 7.51%, Maturing May 18, 2014     561,098    
Novelis, Inc.      
  911,777     Term Loan, 7.20%, Maturing June 28, 2014     888,603    
  2,005,910     Term Loan, 7.20%, Maturing June 28, 2014     1,954,926    
Oxbow Carbon and Mineral Holdings      
  1,875,475     Term Loan, 7.19%, Maturing May 8, 2014     1,808,661    
  164,688     Term Loan, 7.20%, Maturing May 8, 2014     158,821    
Stillwater Mining Co.      
  4,817,636     Term Loan, 7.06%, Maturing July 30, 2010     4,778,493    
Thompson Creek Metals Co.      
  1,673,341     Term Loan, 9.56%, Maturing October 26, 2012     1,677,525    
Tube City IMS Corp.      
  2,662,297     Term Loan, 7.45%, Maturing January 25, 2014     2,573,555    
  324,324     Term Loan, 7.45%, Maturing January 25, 2014     313,514    
            $ 26,635,626    

 

See notes to financial statements
13



Eaton Vance Limited Duration Income Fund as of October 31, 2007

PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D

Principal
Amount*
  Borrower/Tranche Description   Value  
Oil and Gas — 1.3%      
Atlas Pipeline Partners, L.P.      
  2,200,000     Term Loan, 7.55%, Maturing July 20, 2014   $ 2,198,625    
Big West Oil, LLC      
  577,500     Term Loan, 0.00%, Maturing May 1, 2014(3)     560,175    
  469,875     Term Loan, 7.45%, Maturing May 1, 2014     455,779    
Citgo Petroleum Corp.      
  1,960,351     Term Loan, 6.22%, Maturing November 15, 2012     1,921,144    
Dresser, Inc.      
  841,337     Term Loan, 7.99%, Maturing May 4, 2014     825,825    
  1,250,000     Term Loan, 11.13%, Maturing May 4, 2015     1,221,094    
El Paso Corp.      
  1,750,000     Term Loan, 5.32%, Maturing July 31, 2011     1,729,219    
Enterprise GP Holdings L.P      
  1,550,000     Term Loan, Maturing October 31, 2014(2)     1,547,579    
Hercules Offshore, Inc.      
  997,500     Term Loan, 6.99%, Maturing July 6, 2013     986,278    
IFM (US) Colonial Pipeline 2, LLC      
  945,250     Term Loan, 7.51%, Maturing February 27, 2012     942,887    
Key Energy Services, Inc.      
  1,000,000     Term Loan, 5.36%, Maturing June 30, 2012     997,188    
  1,355,850     Term Loan, 7.64%, Maturing June 30, 2012     1,352,037    
Kinder Morgan, Inc.      
  5,488,843     Term Loan, 6.26%, Maturing May 21, 2014     5,363,055    
Primary Natural Resources, Inc.      
  1,970,000     Term Loan, 7.50%, Maturing July 28, 2010(4)     1,945,375    
Targa Resources, Inc.      
  1,602,972     Term Loan, 7.19%, Maturing October 31, 2012     1,591,350    
  1,436,592     Term Loan, 7.53%, Maturing October 31, 2012     1,426,177    
Volnay Acquisition Co.      
  892,500     Term Loan, 7.13%, Maturing January 12, 2014     888,038    
            $ 25,951,825    
Publishing — 4.6%      
American Media Operations, Inc.      
  3,825,000     Term Loan, 8.80%, Maturing January 31, 2013   $ 3,781,969    
Aster Zweite Beteiligungs GmbH      
EUR 472,333     Term Loan, 7.00%, Maturing September 27, 2013     663,416    
  1,075,000     Term Loan, 7.39%, Maturing September 27, 2013     1,038,047    
CanWest MediaWorks, Ltd.      
  1,172,063     Term Loan, 7.54%, Maturing July 10, 2014     1,160,342    
Dex Media West, LLC      
  4,373,514     Term Loan, 7.05%, Maturing March 9, 2010     4,331,965    

 

Principal
Amount*
  Borrower/Tranche Description   Value  
Publishing (continued)      
GateHouse Media Operating, Inc.      
  800,000     Term Loan, 7.27%, Maturing August 28, 2014   $ 746,500    
  1,850,000     Term Loan, 7.51%, Maturing August 28, 2014     1,726,281    
  975,000     Term Loan, 7.72%, Maturing August 28, 2014     910,406    
Idearc, Inc.      
  12,431,063     Term Loan, 7.20%, Maturing November 17, 2014     12,275,028    
Laureate Education, Inc.      
  304,305     Term Loan, 0.00%, Maturing August 17, 2014(3)     299,436    
  2,054,056     Term Loan, 8.73%, Maturing August 17, 2014     2,021,191    
MediaNews Group, Inc.      
  1,259,063     Term Loan, 7.14%, Maturing August 2, 2013     1,205,552    
Mediannuaire Holding      
EUR 1,000,000     Term Loan, 7.00%, Maturing October 10, 2014     1,409,548    
EUR 1,000,000     Term Loan, 7.50%, Maturing October 10, 2015     1,416,782    
EUR 1,000,000     Term Loan, 9.00%, Maturing April 10, 2016     1,415,555    
Merrill Communications, LLC      
  1,455,674     Term Loan, 7.27%, Maturing February 9, 2009     1,433,838    
Nebraska Book Co., Inc.      
  919,555     Term Loan, 7.65%, Maturing March 4, 2011     905,761    
Nelson Education, Ltd.      
  675,000     Term Loan, 7.70%, Maturing July 5, 2014     633,656    
Nielsen Finance, LLC      
  9,033,763     Term Loan, 7.36%, Maturing August 9, 2013     8,809,175    
Penton Media, Inc.      
  995,000     Term Loan, 7.24%, Maturing February 1, 2013     948,981    
Philadelphia Newspapers, LLC      
  1,046,460     Term Loan, 8.75%, Maturing June 29, 2013     962,743    
R.H. Donnelley Corp.      
  4,256,529     Term Loan, 7.01%, Maturing June 30, 2010     4,205,689    
Reader's Digest Association      
  7,935,175     Term Loan, 7.54%, Maturing March 2, 2014     7,546,351    
Riverdeep Interactive Learning USA, Inc.      
  4,956,238     Term Loan, 7.95%, Maturing December 20, 2013     4,935,585    
SGS International, Inc.      
  908,813     Term Loan, 7.84%, Maturing December 30, 2011     899,724    
Source Media, Inc.      
  2,383,614     Term Loan, 7.07%, Maturing November 8, 2011     2,321,044    
SP Newsprint Co.      
  1,305,204     Term Loan, 5.59%, Maturing January 9, 2010     1,279,100    
TL Acquisitions, Inc.      
  3,275,000     Term Loan, 7.95%, Maturing July 5, 2014     3,174,929    
Trader Media Corp.      
GBP 2,309,688     Term Loan, 8.42%, Maturing March 23, 2015     4,618,103    

 

See notes to financial statements
14



Eaton Vance Limited Duration Income Fund as of October 31, 2007

PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D

Principal
Amount*
  Borrower/Tranche Description   Value  
Publishing (continued)      
Tribune Co.      
  2,660,000     Term Loan, 7.74%, Maturing May 17, 2009   $ 2,633,193    
  4,264,313     Term Loan, 8.24%, Maturing May 17, 2014     3,970,075    
Xsys US, Inc.      
EUR 527,667     Term Loan, 7.00%, Maturing September 27, 2013     741,137    
Xsys, Inc.      
  1,290,100     Term Loan, 7.39%, Maturing September 27, 2013     1,245,753    
  1,290,100     Term Loan, 7.39%, Maturing September 27, 2014     1,250,591    
Yell Group, PLC      
  3,425,000     Term Loan, 6.75%, Maturing February 10, 2013     3,385,667    
            $ 90,303,113    
Radio and Television — 2.4%      
Block Communications, Inc.      
  2,063,250     Term Loan, 7.20%, Maturing December 22, 2011   $ 1,991,036    
CMP KC, LLC      
  976,188     Term Loan, 9.26%, Maturing May 5, 2013     922,498    
CMP Susquehanna Corp.      
  1,760,804     Term Loan, 7.07%, Maturing May 5, 2013     1,707,979    
Discovery Communications, Inc.      
  3,466,313     Term Loan, 7.20%, Maturing April 30, 2014     3,428,762    
Emmis Operating Co.      
  1,065,900     Term Loan, 7.20%, Maturing November 2, 2013     1,043,250    
Entravision Communications Corp.      
  1,813,000     Term Loan, 6.73%, Maturing September 29, 2013     1,785,049    
Gray Television, Inc.      
  1,658,250     Term Loan, 6.73%, Maturing January 19, 2015     1,602,976    
HIT Entertainment, Inc.      
  2,457,492     Term Loan, 7.17%, Maturing March 20, 2012     2,411,414    
NEP II, Inc.      
  845,747     Term Loan, 7.45%, Maturing February 16, 2014     809,275    
Nexstar Broadcasting, Inc.      
  2,123,918     Term Loan, 6.95%, Maturing October 1, 2012     2,052,236    
  2,011,451     Term Loan, 6.95%, Maturing October 1, 2012     1,943,565    
NextMedia Operating, Inc.      
  261,997     Term Loan, 7.05%, Maturing November 15, 2012     250,862    
  116,443     Term Loan, 7.12%, Maturing November 15, 2012     111,494    
PanAmSat Corp.      
  3,217,500     Term Loan, 7.12%, Maturing January 3, 2014     3,185,039    
Paxson Communications Corp.      
  3,250,000     Term Loan, 8.49%, Maturing January 15, 2012     3,217,500    
Raycom TV Broadcasting, LLC      
  1,900,000     Term Loan, 6.31%, Maturing June 25, 2014     1,852,500    

 

Principal
Amount*
  Borrower/Tranche Description   Value  
Radio and Television (continued)      
SFX Entertainment      
  1,496,260     Term Loan, 7.95%, Maturing June 21, 2013   $ 1,473,816    
Sirius Satellite Radio, Inc.      
  750,000     Term Loan, 7.25%, Maturing December 19, 2012     725,156    
Tyrol Acquisition 2 SAS      
EUR 1,050,000     Term Loan, 6.37%, Maturing January 19, 2015     1,474,701    
EUR 1,050,000     Term Loan, 6.62%, Maturing January 19, 2016     1,480,952    
Univision Communications, Inc.      
  1,000,000     Term Loan, 7.25%, Maturing March 29, 2009     993,750    
  390,940     Term Loan, 0.00%, Maturing September 29, 2014(3)     371,148    
  11,259,060     Term Loan, 7.20%, Maturing September 29, 2014     10,689,070    
Young Broadcasting, Inc.      
  2,339,900     Term Loan, 7.87%, Maturing November 3, 2012     2,246,304    
            $ 47,770,332    
Rail Industries — 0.3%      
Kansas City Southern Railway Co.      
  3,357,500     Term Loan, 6.68%, Maturing March 30, 2008   $ 3,299,583    
RailAmerica, Inc.      
  2,225,000     Term Loan, 7.81%, Maturing August 14, 2008     2,194,406    
            $ 5,493,989    
Retailers (Except Food and Drug) — 1.6%      
American Achievement Corp.      
  1,440,290     Term Loan, 7.48%, Maturing March 25, 2011   $ 1,411,484    
Amscan Holdings, Inc.      
  721,375     Term Loan, 7.56%, Maturing May 25, 2013     699,734    
Claire's Stores, Inc.      
  498,750     Term Loan, 7.95%, Maturing May 24, 2014     471,553    
Coinmach Laundry Corp.      
  4,517,871     Term Loan, 7.74%, Maturing December 19, 2012     4,495,281    
Cumberland Farms, Inc.      
  2,054,250     Term Loan, 7.64%, Maturing September 29, 2013     2,033,708    
FTD, Inc.      
  827,261     Term Loan, 6.50%, Maturing July 28, 2013     821,057    
Harbor Freight Tools USA, Inc.      
  2,545,569     Term Loan, 7.29%, Maturing July 15, 2010     2,449,713    
Josten's Corp.      
  991,336     Term Loan, 7.20%, Maturing October 4, 2011     984,521    
Mapco Express, Inc.      
  2,412,856     Term Loan, 7.74%, Maturing April 28, 2011     2,373,647    
Neiman Marcus Group, Inc.      
  1,542,722     Term Loan, 7.45%, Maturing April 5, 2013     1,520,803    

 

See notes to financial statements
15



Eaton Vance Limited Duration Income Fund as of October 31, 2007

PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D

Principal
Amount*
  Borrower/Tranche Description   Value  
Retailers (Except Food and Drug) (continued)      
Orbitz Worldwide, Inc.      
  1,700,000     Term Loan, 8.20%, Maturing July 25, 2014   $ 1,677,688    
Oriental Trading Co., Inc.      
  1,150,000     Term Loan, 10.76%, Maturing January 31, 2013     1,112,625    
  2,094,764     Term Loan, 7.40%, Maturing July 31, 2013     2,024,065    
Rent-A-Center, Inc.      
  1,358,489     Term Loan, 7.20%, Maturing November 15, 2012     1,333,584    
Savers, Inc.      
  452,284     Term Loan, 7.99%, Maturing August 11, 2012     440,977    
  491,028     Term Loan, 7.99%, Maturing August 11, 2012     478,752    
Vivarte      
EUR 836,310     Term Loan, 6.77%, Maturing May 29, 2015     1,131,437    
EUR 130,208     Term Loan, 6.77%, Maturing May 29, 2015     176,158    
EUR 33,482     Term Loan, 6.77%, Maturing May 29, 2015     45,298    
EUR 836,310     Term Loan, 7.27%, Maturing May 29, 2016     1,136,881    
EUR 130,208     Term Loan, 7.27%, Maturing May 29, 2016     177,006    
EUR 33,482     Term Loan, 7.27%, Maturing May 29, 2016     45,516    
Yankee Candle Company, Inc. (The)      
  3,756,125     Term Loan, 7.20%, Maturing February 6, 2014     3,659,874    
            $ 30,701,362    
Steel — 0.3%      
Algoma Acquisition Corp.      
  3,167,063     Term Loan, 8.09%, Maturing June 20, 2013   $ 3,056,215    
Gibraltar Industries, Inc.      
  597,351     Term Loan, 6.94%, Maturing December 8, 2010     591,377    
Niagara Corp.      
  1,471,313     Term Loan, 9.82%, Maturing June 29, 2014     1,412,460    
            $ 5,060,052    
Surface Transport — 0.5%      
Gainey Corp.      
  1,934,632     Term Loan, 10.44%, Maturing April 20, 2012   $ 1,712,149    
Oshkosh Truck Corp.      
  2,518,125     Term Loan, 7.45%, Maturing December 6, 2013     2,481,534    
Ozburn-Hessey Holding Co., LLC      
  588,824     Term Loan, 8.53%, Maturing August 9, 2012     565,271    
SIRVA Worldwide, Inc.      
  1,572,517     Term Loan, 12.50%, Maturing December 1, 2010     1,113,866    
Swift Transportation Co., Inc.      
  4,020,930     Term Loan, 8.38%, Maturing May 10, 2014     3,553,497    
            $ 9,426,317    

 

Principal
Amount*
  Borrower/Tranche Description   Value  
Telecommunications — 2.5%      
American Cellular Corp.      
  2,711,375     Term Loan, 7.24%, Maturing March 15, 2014   $ 2,705,445    
Asurion Corp.      
  2,450,000     Term Loan, 8.36%, Maturing July 13, 2012     2,400,236    
  1,000,000     Term Loan, 11.72%, Maturing January 13, 2013     974,063    
BCM Luxembourg, Ltd.      
EUR 1,375,000     Term Loan, 6.63%, Maturing September 30, 2014     1,953,896    
EUR 1,375,000     Term Loan, 6.88%, Maturing September 30, 2015     1,964,726    
EUR 1,500,000     Term Loan, Maturing March 31, 2016(2)     2,152,154    
Centennial Cellular Operating Co., LLC      
  3,533,773     Term Loan, 7.22%, Maturing February 9, 2011     3,500,011    
Consolidated Communications, Inc.      
  3,648,439     Term Loan, 6.95%, Maturing July 27, 2015     3,637,038    
FairPoint Communications, Inc.      
  3,200,000     Term Loan, 7.00%, Maturing February 8, 2012     3,172,800    
Intelsat Bermuda, Ltd.      
  1,425,000     Term Loan, 7.86%, Maturing February 1, 2014     1,412,531    
Intelsat Subsidiary Holding Co.      
  1,287,000     Term Loan, 7.12%, Maturing July 3, 2013     1,274,291    
Iowa Telecommunications Services      
  3,208,000     Term Loan, 6.99%, Maturing November 23, 2011     3,172,914    
IPC Systems, Inc.      
GBP 1,695,750     Term Loan, 8.57%, Maturing May 31, 2014     3,267,273    
Macquarie UK Broadcast Ventures, Ltd.      
GBP 1,100,000     Term Loan, 8.04%, Maturing December 26, 2014     2,230,814    
NTelos, Inc.      
  1,752,589     Term Loan, 7.01%, Maturing August 24, 2011     1,736,158    
Stratos Global Corp.      
  1,262,250     Term Loan, 7.95%, Maturing February 13, 2012     1,241,212    
TDC AS (Nordic Telephone Company)      
EUR 864,379     Term Loan, 6.25%, Maturing April 10, 2014     1,240,080    
EUR 992,175     Term Loan, 6.50%, Maturing April 10, 2015     1,430,599    
Telesat Canada, Inc.      
  70,546     Term Loan, Maturing October 22, 2014(2)     69,973    
  825,394     Term Loan, Maturing October 22, 2014(2)     818,687    
Trilogy International Partners      
  1,225,000     Term Loan, 8.70%, Maturing June 29, 2012     1,212,750    
Triton PCS, Inc.      
  4,472,312     Term Loan, 8.01%, Maturing November 18, 2009     4,468,587    
Windstream Corp.      
  4,030,545     Term Loan, 6.71%, Maturing July 17, 2013     4,009,671    
            $ 50,045,909    

 

See notes to financial statements
16



Eaton Vance Limited Duration Income Fund as of October 31, 2007

PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D

Principal
Amount*
  Borrower/Tranche Description   Value  
Utilities — 1.7%      
AEI Finance Holding, LLC      
  388,674     Revolving Loan, 7.70%, Maturing March 30, 2012   $ 380,901    
  2,929,640     Term Loan, 8.20%, Maturing March 30, 2014     2,871,047    
Astoria Generating Co.      
  1,033,297     Term Loan, 7.21%, Maturing February 23, 2013     1,021,888    
  1,250,000     Term Loan, 8.96%, Maturing August 23, 2013     1,241,094    
BRSP, LLC      
  2,403,436     Term Loan, 8.38%, Maturing July 13, 2009     2,373,393    
Calpine Corp.      
  1,194,000     DIP Loan, 7.45%, Maturing March 30, 2009     1,183,872    
Cogentrix Delaware Holdings, Inc.      
  615,804     Term Loan, 6.26%, Maturing April 14, 2012     604,257    
Covanta Energy Corp.      
  767,010     Term Loan, 5.10%, Maturing February 9, 2014     747,196    
  1,550,200     Term Loan, 6.88%, Maturing February 9, 2014     1,510,153    
Electricinvest Holding Co.      
EUR 536,193     Term Loan, 8.18%, Maturing October 24, 2012     748,586    
GBP 540,000     Term Loan, 10.07%, Maturing October 24, 2012     1,089,168    
Elster Group GmbH (Ruhrgas)      
EUR 550,154     Term Loan, 6.55%, Maturing June 12, 2013     791,293    
EUR 431,988     Term Loan, 6.80%, Maturing June 12, 2014     624,197    
LS Power Acquisition Co.      
  825,000     Term Loan, 8.94%, Maturing November 1, 2014     806,438    
Mirant North America, LLC      
  1,113,106     Term Loan, 6.50%, Maturing January 3, 2013     1,095,829    
NRG Energy, Inc.      
  2,425,000     Term Loan, 0.00%, Maturing June 1, 2014(3)     2,377,800    
  2,994,481     Term Loan, 6.85%, Maturing June 1, 2014     2,936,651    
  7,194,367     Term Loan, 6.95%, Maturing June 1, 2014     7,055,429    
Pike Electric, Inc.      
  581,535     Term Loan, 6.69%, Maturing July 1, 2012     575,356    
  438,121     Term Loan, 6.63%, Maturing December 10, 2012     433,466    
TXU Texas Competitive Electric Holdings Co., LLC      
  1,150,000     Term Loan, Maturing October 10, 2014(2)     1,150,358    
  1,150,000     Term Loan, Maturing October 10, 2014(2)     1,150,000    
Vulcan Energy Corp.      
  1,412,275     Term Loan, 7.12%, Maturing July 23, 2010     1,391,091    
            $ 34,159,463    
Total Senior Floating-Rate Interests
(identified cost $1,292,522,095)
  $ 1,272,199,032    

 


Corporate Bonds & Notes — 41.9%
     
Principal
Amount
(000's omitted)
  Security   Value  
Aerospace and Defense — 0.2%      
Alion Science and Technologies      
$ 1,500     10.25%, 2/1/15   $ 1,410,000    
Bombardier, Inc.      
  1,425     8.00%, 11/15/14(5)     1,489,125    
DRS Technologies, Inc., Sr. Sub. Notes      
  875     7.625%, 2/1/18     899,062    
            $ 3,798,187    
Automotive — 1.2%      
Altra Industrial Motion, Inc.      
$ 3,590     9.00%, 12/1/11   $ 3,625,900    
American Axle & Manufacturing, Inc.      
  1,480     7.875%, 3/1/17     1,450,400    
Commercial Vehicle Group, Inc., Sr. Notes      
  1,100     8.00%, 7/1/13     1,061,500    
Goodyear Tire & Rubber Co., Sr. Notes, Variable Rate      
  2,010     9.135%, 12/1/09     2,045,175    
Tenneco Automotive, Inc., Series B      
  11,805     10.25%, 7/15/13     12,793,669    
Tenneco Automotive, Inc., Sr. Sub. Notes      
  2,645     8.625%, 11/15/14     2,711,125    
United Components, Inc., Sr. Sub. Notes      
  990     9.375%, 6/15/13     1,014,750    
            $ 24,702,519    
Broadcast Radio and Television — 0.1%      
CanWest Media, Inc.      
$ 2,061     8.00%, 9/15/12   $ 2,019,949    
Warner Music Group, Sr. Sub. Notes      
  1,040     7.375%, 4/15/14     928,200    
            $ 2,948,149    
Brokers / Dealers / Investment Houses — 0.5%      
Nuveen Investments, Inc.      
$ 540     5.00%, 9/15/10   $ 474,405    
Nuveen Investments, Inc., Sr. Notes      
  3,680     10.50%, 11/15/15(5)     3,730,600    
Residential Capital LLC, Sub. Notes, Variable Rate      
  7,935     8.044%, 4/17/09(5)     4,929,619    
            $ 9,134,624    

 

See notes to financial statements
17



Eaton Vance Limited Duration Income Fund as of October 31, 2007

PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D

Principal
Amount
(000's omitted)
  Security   Value  
Building and Development — 1.3%      
Dayton Superior Corp., Sr. Notes      
$ 2,655     10.75%, 9/15/08   $ 2,701,462    
Goodman Global Holdings, Inc., Sr. Notes, Variable Rate      
  3,398     8.36%, 6/15/12     3,423,485    
Interline Brands, Inc., Sr. Sub. Notes      
  1,475     8.125%, 6/15/14     1,478,687    
Nortek, Inc., Sr. Sub. Notes      
  9,850     8.50%, 9/1/14     8,766,500    
NTK Holdings, Inc., Sr. Disc. Notes (0% until 2009)      
  4,020     10.75%, 3/1/14     2,653,200    
Panolam Industries International, Sr. Sub. Notes      
  5,950     10.75%, 10/1/13(5)     5,682,250    
Realogy Corp., Sr. Notes      
  510     10.50%, 4/15/14(5)     425,212    
Stanley Martin Co.      
  870     9.75%, 8/15/15     595,950    
            $ 25,726,746    
Business Equipment and Services — 3.0%      
Affinion Group, Inc.      
$ 1,065     10.125%, 10/15/13   $ 1,115,587    
  1,490     11.50%, 10/15/15     1,560,775    
Aramark Corp., Sr. Notes      
  950     8.50%, 2/1/15     966,625    
Ceridian Corp., Sr. Notes      
  6,135     11.25%, 11/15/15(5)     6,088,987    
Education Management, LLC      
  3,045     8.75%, 6/1/14     3,159,187    
  7,975     10.25%, 6/1/16     8,413,625    
KAR Holdings, Inc., Sr. Notes      
  1,295     9.356%, 5/1/14(5)     1,236,725    
MediMedia USA, Inc., Sr. Sub Notes      
  2,415     11.375%, 11/15/14(5)     2,535,750    
Muzak, LLC/Muzak Finance, Sr. Notes      
  5,250     10.00%, 2/15/09     4,967,812    
Neff Corp., Sr. Notes      
  705     10.00%, 6/1/15     511,125    
Norcross Safety Products, LLC/Norcross Capital Corp.,
Sr. Sub. Notes, Series B
     
  5,100     9.875%, 8/15/11     5,304,000    
Safety Products Holdings, Inc., Sr. Notes (PIK)      
  7,307     11.75%, 1/1/12     7,532,090    
SunGard Data Systems, Inc.      
  1,165     9.125%, 8/15/13     1,194,125    

 

Principal
Amount
(000's omitted)
  Security   Value  
Business Equipment and Services (continued)      
Travelport, LLC      
$ 5,000     9.875%, 9/1/14   $ 5,175,000    
  1,289     11.875%, 9/1/16     1,398,565    
West Corp.      
  7,510     9.50%, 10/15/14     7,754,075    
            $ 58,914,053    
Cable and Satellite Television — 2.1%      
CCH I Holdings, LLC      
$ 1,140     11.75%, 5/15/14   $ 1,000,350    
CCH I, LLC/CCH I Capital Co.      
  3,265     11.00%, 10/1/15     3,183,375    
CCH II, LLC/CCH II Capital Co.      
  2,855     10.25%, 9/15/10     2,919,237    
CCO Holdings, LLC/CCO Capital Corp., Sr. Notes      
  10,295     8.75%, 11/15/13     10,346,475    
CSC Holdings, Inc., Sr. Notes      
  2,970     7.875%, 12/15/07     2,981,137    
  1,345     6.75%, 4/15/12     1,308,012    
Insight Communications, Sr. Disc. Notes      
  15,575     12.25%, 2/15/11     16,159,062    
Kabel Deutschland GmbH      
  1,955     10.625%, 7/1/14     2,130,950    
Mediacom Broadband Group Corp., LLC, Sr. Notes      
  1,190     8.50%, 10/15/15     1,178,100    
Quebecor Media, Inc., Sr. Notes      
  1,440     7.75%, 3/15/16(5)     1,396,800    
            $ 42,603,498    
Chemicals and Plastics — 0.9%      
Equistar Chemical, Sr. Notes      
$ 2,680     10.625%, 5/1/11   $ 2,814,000    
INEOS Group Holdings PLC      
  3,875     8.50%, 2/15/16(5)     3,700,625    
Lyondell Chemical Co., Sr. Notes      
  1,892     10.50%, 6/1/13     2,048,090    
Nova Chemicals Corp., Sr. Notes, Variable Rate      
  2,145     8.484%, 11/15/13     2,118,187    
Reichhold Industries, Inc., Sr. Notes      
  7,255     9.00%, 8/15/14(5)     7,400,100    
            $ 18,081,002    

 

See notes to financial statements
18



Eaton Vance Limited Duration Income Fund as of October 31, 2007

PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D

Principal
Amount
(000's omitted)
  Security   Value  
Clothing / Textiles — 1.4%      
Levi Strauss & Co., Sr. Notes      
$ 1,555     9.75%, 1/15/15   $ 1,630,806    
  1,780     8.875%, 4/1/16     1,833,400    
Oxford Industries, Inc., Sr. Notes      
  12,565     8.875%, 6/1/11     12,627,825    
Perry Ellis International, Inc., Sr. Sub. Notes      
  8,190     8.875%, 9/15/13     8,230,950    
Phillips-Van Heusen, Sr. Notes      
  610     7.25%, 2/15/11     616,100    
  2,500     8.125%, 5/1/13     2,575,000    
            $ 27,514,081    
Conglomerates — 0.2%      
RBS Global & Rexnord Corp.      
$ 1,905     9.50%, 8/1/14   $ 1,976,437    
  1,705     11.75%, 8/1/16     1,815,825    
            $ 3,792,262    
Containers and Glass Products — 0.4%      
Intertape Polymer US, Inc., Sr. Sub. Notes      
$ 3,220     8.50%, 8/1/14   $ 3,010,700    
Pliant Corp. (PIK)      
  5,350     11.85%, 6/15/09     5,458,031    
            $ 8,468,731    
Cosmetics / Toiletries — 0.2%      
Revlon Consumer Products, Sr. Sub. Notes      
$ 3,770     8.625%, 2/1/08   $ 3,685,175    
            $ 3,685,175    
Ecological Services and Equipment — 0.2%      
Waste Services, Inc., Sr. Sub. Notes      
$ 4,085     9.50%, 4/15/14   $ 4,105,425    
            $ 4,105,425    
Electronics / Electrical — 0.7%      
Advanced Micro Devices, Inc., Sr. Notes      
$ 7,830     7.75%, 11/1/12   $ 7,262,325    
Amkor Technologies, Inc., Sr. Notes      
  2,405     7.75%, 5/15/13     2,335,856    
Avago Technologies Finance      
  1,850     10.125%, 12/1/13     2,007,250    
  1,155     11.875%, 12/1/15     1,299,375    

 

Principal
Amount
(000's omitted)
  Security   Value  
Electronics / Electrical (continued)      
NXP BV/NXP Funding, LLC      
$ 205     7.875%, 10/15/14   $ 201,156    
NXP BV/NXP Funding, LLC, Variable Rate      
  1,025     7.993%, 10/15/13     975,031    
            $ 14,080,993    
Financial Intermediaries — 1.7%      
Alzette, Variable Rate      
$ 750     11.86%, 12/15/20(4)   $ 738,750    
E*Trade Financial Corp.      
  4,300     7.875%, 12/1/15     4,106,500    
Ford Motor Credit Co.      
  9,165     7.375%, 10/28/09     8,843,189    
  4,355     7.875%, 6/15/10     4,200,781    
Ford Motor Credit Co., Sr. Notes      
  890     5.80%, 1/12/09     858,870    
  180     9.875%, 8/10/11     179,866    
General Motors Acceptance Corp.      
  1,745     6.375%, 5/1/08     1,736,275    
  1,075     5.85%, 1/14/09     1,037,585    
  2,980     7.75%, 1/19/10     2,885,957    
  5,940     7.25%, 3/2/11     5,620,838    
  435     7.00%, 2/1/12     397,631    
General Motors Acceptance Corp., Variable Rate      
  2,060     6.808%, 5/15/09     1,938,913    
            $ 32,545,155    
Food Products — 0.5%      
ASG Consolidated, LLC/ASG Finance, Inc.,
Sr. Disc. Notes, (0.00% until 2008)
     
$ 5,315     11.50%, 11/1/11   $ 4,942,950    
Dole Foods Co.      
  3,555     7.25%, 6/15/10     3,395,025    
Dole Foods Co., Sr. Notes      
  790     8.625%, 5/1/09     797,900    
Pierre Foods, Inc., Sr. Sub. Notes      
  950     9.875%, 7/15/12     793,250    
            $ 9,929,125    

 

See notes to financial statements
19



Eaton Vance Limited Duration Income Fund as of October 31, 2007

PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D

Principal
Amount
(000's omitted)
  Security   Value  
Food Service — 0.4%      
El Pollo Loco, Inc.      
$ 4,050     11.75%, 11/15/13   $ 4,090,500    
NPC International, Inc.      
  4,460     9.50%, 5/1/14     4,192,400    
            $ 8,282,900    
Food / Drug Retailers — 1.4%      
General Nutrition Center, Sr. Notes, Variable Rate (PIK)      
$ 3,720     10.009%, 3/15/14   $ 3,599,100    
General Nutrition Center, Sr. Sub. Notes      
  3,720     10.75%, 3/15/15     3,636,300    
Rite Aid Corp.      
  7,542     6.125%, 12/15/08(5)     7,485,435    
  1,870     9.375%, 12/15/15(5)     1,734,425    
  9,700     9.50%, 6/15/17(5)     9,021,000    
Rite Aid Corp., Sr. Notes      
  1,475     8.625%, 3/1/15     1,316,437    
            $ 26,792,697    
Forest Products — 0.9%      
Abitibi-Consolidated, Inc.      
$ 3,170     7.875%, 8/1/09   $ 3,059,050    
Georgia-Pacific Corp.      
  1,450     9.50%, 12/1/11     1,537,000    
Jefferson Smurfit Corp.      
  820     7.50%, 6/1/13     803,600    
NewPage Corp.      
  5,905     10.00%, 5/1/12     6,274,062    
  1,270     12.00%, 5/1/13     1,377,950    
NewPage Corp., Variable Rate      
  1,545     11.606%, 5/1/12     1,672,462    
Smurfit-Stone Container Enterprises, Inc., Sr. Notes      
  2,795     8.00%, 3/15/17     2,791,506    
            $ 17,515,630    
Healthcare — 2.9%      
Accellent, Inc.      
$ 2,300     10.50%, 12/1/13   $ 2,179,250    
Advanced Medical Optics, Inc., Sr. Sub. Notes      
  170     7.50%, 5/1/17     161,075    
AMR HoldCo, Inc./EmCare HoldCo, Inc., Sr. Sub. Notes      
  4,270     10.00%, 2/15/15     4,558,225    
Bausch & Lomb, Inc., Sr. Notes      
  3,455     9.875%, 11/1/15(5)     3,567,287    

 

Principal
Amount
(000's omitted)
  Security   Value  
Healthcare (continued)      
HCA, Inc.      
$ 11,805     8.75%, 9/1/10   $ 12,070,612    
  1,610     7.875%, 2/1/11     1,597,925    
  2,385     9.125%, 11/15/14     2,474,437    
  3,910     9.25%, 11/15/16     4,125,050    
MultiPlan, Inc., Sr. Sub. Notes      
  4,860     10.375%, 4/15/16(5)     4,993,650    
National Mentor Holdings, Inc.      
  4,115     11.25%, 7/1/14     4,382,475    
Res-Care, Inc., Sr. Notes      
  2,160     7.75%, 10/15/13     2,149,200    
Service Corp. International, Sr. Notes      
  670     7.00%, 6/15/17     658,275    
Universal Hospital Service, Inc.      
  700     8.50%, 6/1/15(5)     715,750    
Universal Hospital Services, Inc., Variable Rate      
  700     8.759%, 6/1/15(5)     705,250    
US Oncology, Inc.      
  3,065     9.00%, 8/15/12     3,087,987    
  5,350     10.75%, 8/15/14     5,590,750    
Varietal Distribution Merger, Inc., Sr. Notes      
  725     10.25%, 7/15/15(5)     714,125    
Viant Holdings, Inc.      
  4,127     10.125%, 7/15/17(5)     3,900,015    
            $ 57,631,338    
Industrial Equipment — 0.3%      
Chart Industries, Inc., Sr. Sub. Notes      
$ 2,170     9.125%, 10/15/15   $ 2,273,075    
ESCO Corp., Sr. Notes      
  1,595     8.625%, 12/15/13(5)     1,630,887    
ESCO Corp., Sr. Notes, Variable Rate      
  1,595     9.569%, 12/15/13(5)     1,602,975    
            $ 5,506,937    
Insurance — 0.1%      
Alliant Holdings I, Inc.      
$ 1,885     11.00%, 5/1/15(5)   $ 1,819,025    
            $ 1,819,025    
Leisure Goods / Activities / Movies — 2.5%      
AMC Entertainment, Inc.      
$ 5,170     11.00%, 2/1/16   $ 5,622,375    
Amscan Holdings, Inc., Sr. Sub. Notes      
  5,580     8.75%, 5/1/14     5,301,000    

 

See notes to financial statements
20



Eaton Vance Limited Duration Income Fund as of October 31, 2007

PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D

Principal
Amount
(000's omitted)
  Security   Value  
Leisure Goods / Activities / Movies (continued)      
HRP Myrtle Beach Operations, LLC/HRP Myrtle Beach Capital Corp.      
$ 2,170     12.50%, 4/1/13(5)   $ 2,115,750    
HRP Myrtle Beach Operations, LLC/HRP Myrtle Beach Capital Corp., Variable Rate      
  3,975     9.894%, 4/1/12(5)     3,999,844    
Marquee Holdings, Inc., Sr. Disc. Notes      
  8,180     9.505%, 8/15/14     6,973,450    
Universal City Development Partners, Sr. Notes      
  15,040     11.75%, 4/1/10     15,829,600    
Universal City Florida Holdings, Sr. Notes, Variable Rate      
  10,195     10.106%, 5/1/10     10,475,363    
            $ 50,317,382    
Lodging and Casinos — 4.0%      
Buffalo Thunder Development Authority      
$ 4,080     9.375%, 12/15/14(5)   $ 3,835,200    
CCM Merger, Inc.      
  2,620     8.00%, 8/1/13(5)     2,528,300    
Chukchansi EDA, Sr. Notes, Variable Rate      
  3,080     8.859%, 11/15/12(5)     3,095,400    
Fontainebleau Las Vegas Casino      
  8,870     10.25%, 6/15/15(5)     8,337,800    
Galaxy Entertainment Finance      
  1,600     9.875%, 12/15/12(5)     1,724,000    
Galaxy Entertainment Finance, Variable Rate      
  1,760     10.409%, 12/15/10(5)     1,830,400    
Greektown Holdings, LLC, Sr. Notes      
  1,140     10.75%, 12/1/13(5)     1,140,000    
Indianapolis Downs, LLC & Capital Corp., Sr. Notes      
  1,925     11.00%, 11/1/12(5)     1,944,250    
Inn of the Mountain Gods, Sr. Notes      
  5,795     12.00%, 11/15/10     6,142,700    
Majestic HoldCo, LLC, (0.00% until 2008)      
  1,540     12.50%, 10/15/11(5)     1,101,100    
Majestic Star Casino, LLC      
  3,965     9.50%, 10/15/10     3,925,350    
MGM Mirage, Inc.      
  2,985     7.50%, 6/1/16     2,981,269    
Mohegan Tribal Gaming Authority, Sr. Sub. Notes      
  1,335     8.00%, 4/1/12     1,370,044    
OED Corp./Diamond Jo, LLC      
  5,115     8.75%, 4/15/12     5,127,788    
Pinnacle Entertainment Inc., Sr. Sub. Notes      
  2,620     7.50%, 6/15/15(5)     2,541,400    

 

Principal
Amount
(000's omitted)
  Security   Value  
Lodging and Casinos (continued)      
Pokagon Gaming Authority, Sr. Notes      
$ 1,180     10.375%, 6/15/14(5)   $ 1,309,800    
San Pasqual Casino      
  1,215     8.00%, 9/15/13(5)     1,233,225    
Seminole Hard Rock Entertainment, Variable Rate      
  1,930     8.194%, 3/15/14(5)     1,896,225    
Station Casinos, Inc.      
  560     7.75%, 8/15/16     550,900    
Station Casinos, Inc., Sr. Notes      
  1,050     6.00%, 4/1/12     979,125    
Trump Entertainment Resorts, Inc.      
  16,880     8.50%, 6/1/15     14,390,200    
Tunica-Biloxi Gaming Authority, Sr. Notes      
  3,405     9.00%, 11/15/15(5)     3,558,225    
Turning Stone Resort Casinos, Sr. Notes      
  830     9.125%, 9/15/14(5)     863,200    
Venetian Casino Resort/Las Vegas Sands Inc.      
  365     6.375%, 2/15/15     356,331    
Waterford Gaming, LLC, Sr. Notes      
  6,461     8.625%, 9/15/14(5)     6,493,305    
            $ 79,255,537    
Nonferrous Metals / Minerals — 0.8%      
Aleris International, Inc., Sr. Notes      
$ 785     9.00%, 12/15/14   $ 712,388    
Aleris International, Inc., Sr. Sub. Notes      
  5,245     10.00%, 12/15/16     4,641,825    
Alpha Natural Resources, Sr. Notes      
  1,370     10.00%, 6/1/12     1,465,900    
FMG Finance PTY, Ltd.      
  5,410     10.625%, 9/1/16(5)     6,437,900    
FMG Finance PTY, Ltd., Variable Rate      
  2,195     9.621%, 9/1/11(5)     2,288,288    
            $ 15,546,301    
Oil and Gas — 3.9%      
Allis-Chalmers Energy, Inc.      
$ 970     8.50%, 3/1/17   $ 953,025    
Allis-Chalmers Energy, Inc., Sr. Notes      
  4,730     9.00%, 1/15/14     4,812,775    
Cimarex Energy Co., Sr. Notes      
  1,205     7.125%, 5/1/17     1,209,519    
Clayton Williams Energy, Inc.      
  2,200     7.75%, 8/1/13     2,073,500    

 

See notes to financial statements
21



Eaton Vance Limited Duration Income Fund as of October 31, 2007

PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D

Principal
Amount
(000's omitted)
  Security   Value  
Oil and Gas (continued)      
Compton Pet Finance Corp.      
$ 2,360     7.625%, 12/1/13   $ 2,271,500    
Denbury Resources, Inc., Sr. Sub. Notes      
  520     7.50%, 12/15/15     530,400    
El Paso Corp., Sr. Notes      
  2,305     9.625%, 5/15/12     2,523,436    
Encore Acquisition Co., Sr. Sub. Notes      
  1,730     7.25%, 12/1/17     1,665,125    
Inergy L.P./Finance, Sr. Notes      
  3,980     6.875%, 12/15/14     3,920,300    
Ocean Rig Norway AS, Sr. Notes      
  2,565     8.375%, 7/1/13(5)     2,635,538    
OPTI Canada, Inc.      
  1,795     7.875%, 12/15/14(5)     1,790,513    
  1,970     8.25%, 12/15/14(5)     1,984,775    
Parker Drilling Co., Sr. Notes      
  1,930     9.625%, 10/1/13     2,069,925    
Petrohawk Energy Corp.      
  8,800     9.125%, 7/15/13     9,383,000    
Petroplus Finance, Ltd.      
  430     6.75%, 5/1/14(5)     410,650    
  4,455     7.00%, 5/1/17(5)     4,209,975    
Plains Exploration & Production Co.      
  2,800     7.00%, 3/15/17     2,674,000    
Quicksilver Resources, Inc.      
  2,295     7.125%, 4/1/16     2,272,050    
SemGroup L.P., Sr. Notes      
  5,990     8.75%, 11/15/15(5)     5,780,350    
SESI, LLC      
  660     6.875%, 6/1/14     643,500    
Sonat, Inc.      
  5,000     7.625%, 7/15/11     5,179,675    
Stewart & Stevenson, LLC, Sr. Notes      
  4,075     10.00%, 7/15/14     4,207,438    
United Refining Co., Sr. Notes      
  11,495     10.50%, 8/15/12     11,940,431    
VeraSun Energy Corp.      
  1,170     9.875%, 12/15/12     1,165,613    
            $ 76,307,013    
Publishing — 1.3%      
Dex Media West/Finance, Series B      
$ 3,250     9.875%, 8/15/13   $ 3,481,563    
Harland Clarke Holdings      
  1,030     9.50%, 5/15/15     942,450    

 

Principal
Amount
(000's omitted)
  Security   Value  
Publishing (continued)      
Idearc, Inc.      
$ 2,440     8.00%, 11/15/16   $ 2,458,300    
MediaNews Group, Inc., Sr. Sub. Notes      
  1,070     6.875%, 10/1/13     818,550    
Nielsen Finance, LLC      
  3,130     10.00%, 8/1/14     3,309,975    
R.H. Donnelley Corp.      
  5,380     8.875%, 10/15/17(5)     5,406,900    
Reader's Digest Association, Inc., (The), Sr. Sub. Notes      
  9,535     9.00%, 2/15/17(5)     8,545,744    
            $ 24,963,482    
Radio and Television — 0.1%      
Rainbow National Services, LLC, Sr. Sub. Debs.      
$ 2,100     10.375%, 9/1/14(5)   $ 2,320,500    
            $ 2,320,500    
Rail Industries — 0.3%      
American Railcar Industry, Sr. Notes      
$ 1,940     7.50%, 3/1/14   $ 1,925,450    
Kansas City Southern Mexico, Sr. Notes      
  2,530     7.625%, 12/1/13     2,593,250    
  1,055     7.375%, 6/1/14(5)     1,057,638    
Kansas City Southern Railway Co.      
  1,035     9.50%, 10/1/08     1,063,463    
            $ 6,639,801    
Retailers (Except Food and Drug) — 2.7%      
Bon-Ton Department Stores, Inc.      
$ 1,860     10.25%, 3/15/14   $ 1,636,800    
GameStop Corp.      
  14,515     8.00%, 10/1/12     15,222,606    
Michaels Stores, Inc., Sr. Notes      
  3,080     10.00%, 11/1/14     3,118,500    
Michaels Stores, Inc., Sr. Sub. Notes      
  3,850     11.375%, 11/1/16     3,859,625    
Neiman Marcus Group, Inc.      
  3,420     9.00%, 10/15/15     3,625,200    
  10,670     10.375%, 10/15/15     11,656,975    
Penny (JC) Co., Inc.      
  1,875     8.00%, 3/1/10     1,998,589    
Sally Holdings, LLC, Sr. Notes      
  1,595     9.25%, 11/15/14     1,610,950    

 

See notes to financial statements
22



Eaton Vance Limited Duration Income Fund as of October 31, 2007

PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D

Principal
Amount
(000's omitted)
  Security   Value  
Retailers (Except Food and Drug) (continued)      
Toys "R" Us      
$ 1,855     7.375%, 10/15/18   $ 1,456,175    
Yankee Acquisition Corp., Series B      
  4,440     8.50%, 2/15/15     4,184,700    
  5,190     9.75%, 2/15/17     4,826,700    
            $ 53,196,820    
Steel — 0.5%      
RathGibson, Inc.      
$ 4,905     11.25%, 2/15/14   $ 5,088,938    
Ryerson, Inc., Sr. Notes      
  540     12.00%, 11/1/15(5)     557,550    
Ryerson, Inc., Sr. Notes, Variable Rate      
  360     12.574%, 11/1/14(5)     369,000    
Steel Dynamics, Inc., Sr. Notes      
  3,805     7.375%, 11/1/12(5)     3,824,025    
            $ 9,839,513    
Surface Transport — 0.2%      
CEVA Group PLC      
$ 3,395     10.00%, 9/1/14(5)   $ 3,552,019    
            $ 3,552,019    
Telecommunications — 2.3%      
Centennial Cellular Operating Co./Centennial Communication Corp., Sr. Notes      
$ 2,820     10.125%, 6/15/13   $ 3,010,350    
Digicel Group, Ltd., Sr. Notes      
  3,225     9.25%, 9/1/12(5)     3,321,750    
  4,540     8.875%, 1/15/15(5)     4,250,802    
  7,618     9.125%, 1/15/15(5)     7,132,733    
Intelsat Bermuda, Ltd.      
  3,560     9.25%, 6/15/16     3,711,300    
Intelsat Bermuda, Ltd., Sr. Notes      
  1,270     5.25%, 11/1/08     1,258,888    
Level 3 Financing, Inc.      
  2,480     9.25%, 11/1/14     2,349,800    
Level 3 Financing, Inc. Sr. Notes      
  4,180     8.75%, 2/15/17     3,835,150    
Qwest Capital Funding, Inc.      
  1,735     7.00%, 8/3/09     1,748,013    
  870     7.90%, 8/15/10     896,100    
Qwest Communications International, Inc.      
  6,540     7.50%, 2/15/14     6,654,450    

 

Principal
Amount
(000's omitted)
  Security   Value  
Telecommunications (continued)      
Qwest Communications International, Inc., Sr. Notes      
$ 670     7.50%, 11/1/08   $ 670,000    
Qwest Corp., Sr. Notes      
  1,940     7.625%, 6/15/15     2,051,550    
Qwest Corp., Sr. Notes, Variable Rate      
  1,000     8.944%, 6/15/13     1,071,250    
Windstream Corp.      
  2,085     8.125%, 8/1/13     2,215,313    
  635     8.625%, 8/1/16     682,625    
            $ 44,860,074    
Utilities — 2.7%      
AES Corp., Sr. Notes      
$ 6,000     9.50%, 6/1/09   $ 6,270,000    
  3,565     8.75%, 5/15/13(5)     3,787,813    
  2,890     8.00%, 10/15/17(5)     2,929,738    
Dynegy Holdings, Inc.      
  535     7.75%, 6/1/19(5)     504,906    
Dynegy Holdings, Inc., Sr. Notes      
  995     8.375%, 5/1/16     1,002,463    
Edison Mission Energy, Sr. Notes      
  1,750     7.50%, 6/15/13     1,782,813    
  2,200     7.00%, 5/15/17(5)     2,161,500    
Energy Future Holdings, Sr. Notes      
  6,820     10.875%, 11/1/17(5)     6,930,825    
NGC Corp.      
  4,395     7.625%, 10/15/26     3,922,538    
NRG Energy, Inc.      
  140     7.25%, 2/1/14     140,350    
  3,610     7.375%, 1/15/17     3,600,975    
NRG Energy, Inc., Sr. Notes      
  1,325     7.375%, 2/1/16     1,325,000    
Orion Power Holdings, Inc., Sr. Notes      
  12,415     12.00%, 5/1/10     13,780,650    
Reliant Energy, Inc., Sr. Notes      
  350     7.625%, 6/15/14     354,813    
  945     7.875%, 6/15/17     957,994    
Texas Competitive Electric Holdings Co. LLC, Sr. Notes      
  4,490     10.25%, 11/1/15(5)     4,534,900    
            $ 53,987,278    
Total Corporate Bonds & Notes
(identified cost $829,247,483)
  $ 828,363,972    

 

See notes to financial statements
23



Eaton Vance Limited Duration Income Fund as of October 31, 2007

PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D

Collateralized Mortgage Obligations — 9.8%      
Principal
Amount
  Security   Value  
$ 2,561     Federal Home Loan Mortgage Corp., Series 24,
Class J, 6.25%, 11/25/23
  $ 2,611,955    
  3,136     Federal Home Loan Mortgage Corp., Series 1497,
Class K, 7.00%, 4/15/23
    3,246,994    
  5,093     Federal Home Loan Mortgage Corp., Series 1529,
Class Z, 7.00%, 6/15/23
    5,260,425    
  4,439     Federal Home Loan Mortgage Corp., Series 1620,
Class Z, 6.00%, 11/15/23
    4,514,408    
  1,423     Federal Home Loan Mortgage Corp., Series 1677,
Class Z, 7.50%, 7/15/23
    1,515,237    
  9,649     Federal Home Loan Mortgage Corp., Series 1702,
Class PZ, 6.50%, 3/15/24
    9,939,994    
  432     Federal Home Loan Mortgage Corp., Series 1720,
Class PJ, 7.25%, 1/15/24
    437,720    
  7,386     Federal Home Loan Mortgage Corp., Series 2113,
Class QG, 6.00%, 1/15/29
    7,492,381    
  1,065     Federal Home Loan Mortgage Corp., Series 2122,
Class K, 6.00%, 2/15/29
    1,074,161    
  722     Federal Home Loan Mortgage Corp., Series 2130,
Class K, 6.00%, 3/15/29
    730,127    
  722     Federal Home Loan Mortgage Corp., Series 2167,
Class BZ, 7.00%, 6/15/29
    750,672    
  5,384     Federal Home Loan Mortgage Corp., Series 2182,
Class ZB, 8.00%, 9/15/29
    5,798,473    
  3,793     Federal Home Loan Mortgage Corp., Series 2198,
Class ZA, 8.50%, 11/15/29
    4,124,350    
  17,175     Federal Home Loan Mortgage Corp., Series 2245,
Class A, 8.00%, 8/15/27(6)
    18,515,980    
  527     Federal National Mortgage Assn., Series 1988-14,
Class I, 9.20%, 6/25/18
    570,910    
  544     Federal National Mortgage Assn., Series 1989-1,
Class D, 10.30%, 1/25/19
    596,349    
  983     Federal National Mortgage Assn., Series 1989-34,
Class Y, 9.85%, 7/25/19
    1,087,412    
  691     Federal National Mortgage Assn., Series 1990-17,
Class G, 9.00%, 2/25/20
    751,741    
  297     Federal National Mortgage Assn., Series 1990-27,
Class Z, 9.00%, 3/25/20
    325,362    
  308     Federal National Mortgage Assn., Series 1990-29,
Class J, 9.00%, 3/25/20
    337,931    
  1,324     Federal National Mortgage Assn., Series 1990-43,
Class Z, 9.50%, 4/25/20
    1,473,143    
  461     Federal National Mortgage Assn., Series 1991-98,
Class J, 8.00%, 8/25/21
    494,049    
  3,758     Federal National Mortgage Assn., Series 1992-77,
Class ZA, 8.00%, 5/25/22
    4,043,454    
  255     Federal National Mortgage Assn., Series 1992-103,
Class Z, 7.50%, 6/25/22
    268,951    
  494     Federal National Mortgage Assn., Series 1992-113,
Class Z, 7.50%, 7/25/22
    524,061    

 

Principal
Amount
  Security   Value  
$ 972     Federal National Mortgage Assn., Series 1992-185,
Class ZB, 7.00%, 10/25/22
  $ 1,012,355    
  2,423     Federal National Mortgage Assn., Series 1993-16,
Class Z, 7.50%, 2/25/23
    2,569,118    
  1,811     Federal National Mortgage Assn., Series 1993-22,
Class PM, 7.40%, 2/25/23
    1,900,350    
  2,921     Federal National Mortgage Assn., Series 1993-25,
Class J, 7.50%, 3/25/23
    3,080,087    
  5,593     Federal National Mortgage Assn., Series 1993-30,
Class PZ, 7.50%, 3/25/23
    5,896,338    
  6,542     Federal National Mortgage Assn., Series 1993-42,
Class ZQ, 6.75%, 4/25/23
    6,822,951    
  1,037     Federal National Mortgage Assn., Series 1993-56,
Class PZ, 7.00%, 5/25/23
    1,077,253    
  1,175     Federal National Mortgage Assn., Series 1993-156,
Class ZB, 7.00%, 9/25/23
    1,233,672    
  8,615     Federal National Mortgage Assn., Series 1994-45,
Class Z, 6.50%, 2/25/24(6)
    8,856,224    
  4,385     Federal National Mortgage Assn., Series 1994-89,
Class ZQ, 8.00%, 7/25/24
    4,797,799    
  4,224     Federal National Mortgage Assn., Series 1996-57,
Class Z, 7.00%, 12/25/26
    4,411,777    
  2,455     Federal National Mortgage Assn., Series 1997-77,
Class Z, 7.00%, 11/18/27
    2,569,134    
  1,834     Federal National Mortgage Assn., Series 1998-44,
Class ZA, 6.50%, 7/20/28
    1,887,194    
  912     Federal National Mortgage Assn., Series 1999-45,
Class ZG, 6.50%, 9/25/29
    935,338    
  7,820     Federal National Mortgage Assn., Series 2000-22,
Class PN, 6.00%, 7/25/30(6)
    7,932,888    
  1,715     Federal National Mortgage Assn., Series 2001-37,
Class GA, 8.00%, 7/25/16
    1,813,885    
  1,626     Federal National Mortgage Assn., Series 2002-1,
Class G, 7.00%, 7/25/23
    1,697,426    
  820     Federal National Mortgage Assn., Series G92-44,
Class Z, 8.00%, 7/25/22
    890,397    
  1,334     Federal National Mortgage Assn., Series G92-44,
Class ZQ, 8.00%, 7/25/22
    1,448,818    
  1,797     Federal National Mortgage Assn., Series G92-46,
Class Z, 7.00%, 8/25/22
    1,878,102    
  3,341     Federal National Mortgage Assn., Series G92-60,
Class Z, 7.00%, 10/25/22
    3,470,714    
  32,676     Federal National Mortgage Assn., Series G93-35,
Class ZQ, 6.50%, 11/25/23(6)
    33,791,333    
  6,919     Federal National Mortgage Assn., Series G93-40,
Class H, 6.40%, 12/25/23(6)
    7,092,434    
  7,998     Government National Mortgage Assn., Series 2002-45,
Class PG, 6.00%, 3/17/32(6)
    8,144,790    
  867     Government National Mortgage Assn., Series 2005-72,
Class E, 12.00%, 11/16/15
    1,004,585    
Total Collateralized Mortgage Obligations
(identified cost, $193,055,030)
  $ 192,701,202    

 

See notes to financial statements
24



Eaton Vance Limited Duration Income Fund as of October 31, 2007

PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D


Mortgage Pass-Throughs — 38.4%
     
Principal
Amount
(000's omitted)
  Security   Value  
Federal Home Loan Mortgage Corp.:  
$ 4,853     5.50%, with maturity at 2014   $ 4,892,377    
  1,026     5.533%, with maturity at 2025(7)     1,010,586    
  6,014     6.00%, with various maturities to 2026     6,150,193    
  44,408     6.50%, with various maturities to 2028(6)     46,087,276    
  81,654     7.00%, with various maturities to 2031(6)     84,934,577    
  737     7.13%, with maturity at 2023     780,494    
  52,327     7.50%, with various maturities to 2029(6)     55,814,784    
  1,111     7.65%, with maturity at 2022     1,192,965    
  215     7.70%, with maturity at 2022     231,783    
  22,913     8.00%, with various maturities to 2030     24,796,802    
  664     8.25%, with maturity at 2020     709,144    
  1,834     8.30%, with maturity at 2020     2,003,020    
  17,944     8.50%, with various maturities to 2031     19,415,983    
  77     8.75%, with maturity at 2010     77,608    
  6,640     9.00%, with various maturities to 2031     7,305,533    
  5,530     9.50%, with various maturities to 2025     6,166,587    
  890     10.00%, with maturity at 2020     1,011,077    
  828     10.50%, with maturity at 2020     950,052    
  1,206     12.00%, with maturity at 2020     1,366,230    
  68     13.00%, with maturity at 2015     79,603    
            $ 264,976,674    
Federal National Mortgage Assn.:  
$ 15,955     5.50%, with various maturities to 2028(6)   $ 16,030,384    
  7,261     5.569%, with maturity at 2036(7)     7,175,092    
  16,636     6.00%, with various maturities to 2026     16,954,364    
  21,705     6.344%, with maturity at 2032(6)(7)     21,777,002    
  61,723     6.50%, with various maturities to 2031(6)     63,837,761    
  784     6.75%, with maturity at 2023(8)     819,109    
  92,546     7.00%, with various maturities to 2031(6)     96,786,831    
  4,929     7.222%, with maturity at 2022(6)(7)     4,993,555    
  20,261     7.50%, with various maturities to 2031     21,550,810    
  15,389     8.00%, with various maturities to 2031     16,576,747    
  82     8.25%, with maturity at 2018(8)     88,609    
  3,517     8.43%, with maturity at 2027(8)     3,878,700    
  17,892     8.50%, with various maturities to 2030     19,648,087    
  1,664     8.633%, with maturity at 2028(8)     1,807,767    
  1,038     8.684%, with maturity at 2029(8)     1,130,447    
  1,573     8.769%, with maturity at 2027(8)     1,735,427    
  20,700     9.00%, with various maturities to 2027     22,923,767    
  595     9.304%, with maturity at 2024(8)     643,267    

 

Principal
Amount
(000's omitted)
  Security   Value  
$ 9,969     9.50%, with various maturities to 2030   $ 11,141,801    
  1,086     9.601%, with maturity at 2018(7)     1,202,481    
  1,887     10.00%, with various maturities to 2020     2,148,974    
  1,837     10.229%, with maturity at 2025(8)     2,085,373    
  2,086     10.358%, with maturity at 2019(7)     2,329,613    
  1,728     10.50%, with maturity at 2021     1,967,108    
  719     11.50%, with maturity at 2016     814,058    
  45     12.50%, with maturity at 2011     49,311    
            $ 340,096,445    
Government National Mortgage Assn.:  
$ 5,143     6.00%, with maturity at 2024   $ 5,255,391    
  28,480     6.50%, with maturity at 2024(6)     29,598,936    
  9,748     7.00%, with various maturities to 2025     10,301,970    
  30,407     7.50%, with various maturities to 2031     32,550,726    
  41,945     8.00%, with various maturities to 2034(6)     45,533,636    
  978     8.30%, with maturity at 2020     1,060,283    
  2,047     8.50%, with various maturities to 2022     2,212,622    
  9,777     9.00%, with various maturities to 2026     10,878,117    
  14,119     9.50%, with various maturities to 2026     15,978,273    
  866     10.00%, with maturity at 2019     991,237    
            $ 154,361,191    
Total Mortgage Pass-Throughs
(identified cost $759,533,155)
  $ 759,434,310    
Asset-Backed Securities — 0.3%      
Principal
Amount
(000's omitted)
  Security   Value  
$ 760     Avalon Capital Ltd. 3, Series 1A,
Class D, Variable Rate 7.449%, 2/24/19(4)(5)
  $ 683,115    
  1,000     Babson Ltd., Series 2005-1A,
Class C1, Variable Rate 7.193%, 4/15/19(4)(5)
    885,057    
  1,000     Bryant Park CDO Ltd., Series 2005-1A,
Class C, Variable Rate 7.293%, 1/15/19(4)(5)
    896,952    
  1,000     Carlyle High Yield Partners, Series 2004-6A,
Class C, Variable Rate 7.95%, 8/11/16(4)(5)
    930,130    
  1,000     Centurion CDO 8 Ltd., Series 2005-8A,
Class D, Variable Rate 11.224%, 3/8/17(4)
    928,087    
  500     Centurion CDO 9 Ltd., Series 2005-9A,
9.35%, 7/17/19(4) Class Note
    436,750    
  1,500     Dryden Leveraged Loan, Series 2004-6A,
Class C1, Variable Rate 7.534%, 7/30/16(4)(5)
    1,386,901    
  489     Sonata Securities S.A., Series 2006-6
8.85%, 12/28/07
    488,855    
Total Asset-Backed Securities
(identified cost $7,236,563)
  $ 6,635,847    

 

See notes to financial statements
25



Eaton Vance Limited Duration Income Fund as of October 31, 2007

PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D


Convertible Bonds — 0.2%
     
Principal
Amount
  Security   Value  
$ 3,540,000     L-3 Communications Corp.(5)   $ 4,301,100    
Total Convertible Bonds
(identified cost $3,578,781)
  $ 4,301,100    
Common Stocks — 0.4%      
Shares   Security   Value  
  142,857     Anchor Glass Container Corp.   $ 3,874,996    
  2,484     Environmental Systems Products Holdings, Inc.(4)(9)(10)     0    
  49,710     Time Warner Cable, Inc., Class A(9)     1,421,209    
  331,790     Trump Entertainment Resorts, Inc.(9)     2,584,644    
Total Common Stocks
(identified cost $11,971,136)
  $ 7,880,849    
Convertible Preferred Stocks — 0.1%      
Shares   Security   Value  
  2,500,000     Adelphia, Inc., 13.00%   $ 453,125    
  11,070     Chesapeake Energy Corp., 4.50%     1,164,121    
  4,958     Crown Castle International Corp., 6.25% (PIK)     298,100    
Total Convertible Preferred Stocks
(identified cost $1,309,893)
  $ 1,915,346    
Preferred Stocks — 0.2%      
Shares/Units   Security   Value  
  2,484     Environmental Systems Products Holdings
Preferred, Series A(4)(9)(10)
  $ 43,470    
  4,909     Fontainebleau Resorts LLC (PIK)(4)(10)     4,683,929    
Total Preferred Stocks
(identified cost $4,952,219)
  $ 4,727,399    
Miscellaneous — 0.0%      
Shares   Security   Value  
  2,496,146     Adelphia Recovery Trust(9)   $ 216,865    
Total Miscellaneous
(identified cost $0)
  $ 216,865    

 


Short-Term Investments — 1.4%
 
Description   Interest/
Principal
Amount
(000's omitted)
  Value  
Investment in Cash Management Portfolio, 4.83%(11)   $ 15,475     $ 15,475,157    
RBS Time Deposit, 3.98%, 11/1/07   EUR 7,701       11,142,011    
Total Short-Term Investments
(identified cost $26,617,168)
  $ 26,617,168    
Total Investments — 157.0%
(identified cost $3,130,023,523)
  $ 3,104,993,090    
Less Unfunded Loan
Commitments — (0.5)%
  $ (9,841,376 )  
Net Investments — 156.5%
(identified cost $3,120,182,148)
  $ 3,095,151,714    
Other Assets, Less Liabilities — (16.0)%   $ (317,373,882 )  
Auction Preferred Shares Plus
Cumulative Unpaid
Dividends — (40.5)%
  $ (800,323,005 )  
Net Assets Applicable to Common
Shares — 100.0%
  $ 1,977,454,827    

 

DIP - Debtor In Posession

PIK - Payment In Kind

REIT - Real Estate Investment Trust

EUR - Euro

GBP - British Pound

*  In U.S. dollars unless otherwise indicated.

(1)  Senior floating-rate interests often require prepayments from excess cash flows or permit the borrowers to repay at their election. The degree to which borrowers repay, whether as a contractual requirement or at their election, cannot be predicted with accuracy. As a result, the actual remaining maturity may be substantially less than the stated maturities shown. However, it is anticipated that the senior floating-rate interests will have an expected average life of approximately two to three years. The stated interest rate represents the weighted average interest rate of all contracts within the senior loan facility. Senior Loans typically have rates of interest which are redetermined either daily, monthly, quarterly or semi-annually by reference to a base lending rate, plus a premium. These base lending rates are primarily the London-Interbank Offered Rate ("LIBOR"), and secondarily the prime rate offered by one or more

See notes to financial statements
26



Eaton Vance Limited Duration Income Fund as of October 31, 2007

PORTFOLIO OF INVESTMENTS (Unaudited) CONT'D

major United States banks (the "Prime Rate") and the certificate of deposit ("CD") rate or other base lending rates used by commercial lenders.

(2)  This Senior Loan will settle after October 31, 2007, at which time the interest rate will be determined.

(3)  Unfunded or partially unfunded loan commitments. See Note 1H for description.

(4)  Security valued at fair value using methods determined in good faith by or at the direction of the Trustees.

(5)  Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in transactions exempt from registration, normally to qualified institutional buyers. At October 31, 2007, the aggregate value of the securities is $221,862,628 or 11.2% of the Fund's net assets applicable to common shares.

(6)  All or a portion of this security was on loan at October 31, 2007.

(7)  Adjustable rate mortgage.

(8)  Weighted average fixed-rate coupon that changes/updates monthly.

(9)  Non-income producing security.

(10)  Restricted security.

(11)  Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of October 31, 2007.

See notes to financial statements
27




Eaton Vance Limited Duration Income Fund as of October 31, 2007

FINANCIAL STATEMENTS (Unaudited)

Statement of Assets and Liabilities

As of October 31, 2007

Assets  
Unaffiliated investments, at value including $296,121,069 of
securities on loan (identified cost, $3,104,706,991)
  $ 3,079,676,557    
Affiliated investment, at value (identified cost, $15,475,157)     15,475,157    
Cash     1,000,000    
Foreign currency, at value (identified cost, $2,733,364)     2,750,796    
Receivable for investments sold     13,376,016    
Dividends and interest receivable     37,836,717    
Interest receivable from affiliated investment     87,819    
Receivable for open swap contracts     70,522    
Prepaid expenses     103,580    
Total assets   $ 3,150,377,164    
Liabilities  
Collateral for securities loaned   $ 326,613,883    
Payable for investments purchased     42,797,754    
Payable to affiliate for investment advisory fee     1,446,709    
Payable for open forward foreign currency contracts     1,261,614    
Payable to affiliate for Trustees' fees     2,969    
Accrued expenses     476,403    
Total liabilities   $ 372,599,332    
Auction preferred shares (32,000 shares outstanding)
at liquidation value plus cumulative unpaid dividends
  $ 800,323,005    
Net assets applicable to common shares   $ 1,977,454,827    
Sources of Net Assets  
Common shares, $0.01 par value, unlimited number of shares
authorized, 112,462,747 shares issued and outstanding
  $ 1,124,627    
Additional paid-in capital     2,128,293,687    
Accumulated net realized loss (computed on the basis of identified cost)     (131,429,324 )  
Accumulated undistributed net investment income     6,251,955    
Net unrealized depreciation (computed on the basis of identified cost)     (26,786,118 )  
Net assets applicable to common shares   $ 1,977,454,827    
Net Asset Value Per Common Share  
($1,977,454,827 ÷ 112,462,747 common shares issued and outstanding)   $ 17.58    

 

Statement of Operations

For the Six Months Ended
October 31, 2007

Investment Income  
Interest   $ 101,792,422    
Dividends     38,631    
Securities lending income, net     3,499,751    
Interest income allocated from affiliated investment     1,053,877    
Expenses allocated from affliated investment     (97,792 )  
Total investment income   $ 106,286,889    
Expenses  
Investment adviser fee   $ 11,773,914    
Trustees' fees and expenses     18,250    
Preferred shares remarketing agent fee     1,008,219    
Custodian fee     337,311    
Legal and accounting services     183,356    
Printing and postage     123,961    
Transfer and dividend disbursing agent fees     32,753    
Miscellaneous     92,085    
Total expenses   $ 13,569,849    
Deduct —
Reduction of custodian fee
  $ 6,289    
Reduction of investment adviser fee     3,164,697    
Total expense reductions   $ 3,170,986    
Net expenses   $ 10,398,863    
Net investment income   $ 95,888,026    
Realized and Unrealized Gain (Loss)  
Net realized gain (loss) —
Investment transactions (identified cost basis)
  $ 5,475,278    
Swap contracts     24,533    
Foreign currency transactions     (7,655,643 )  
Net realized loss   $ (2,155,832 )  
Change in unrealized appreciation (depreciation) —
Investments (identified cost basis)
  $ (67,704,761 )  
Swap contracts     (8,106 )  
Foreign currency     (1,565,481 )  
Net change in unrealized appreciation (depreciation)   $ (69,278,348 )  
Net realized and unrealized loss   $ (71,434,180 )  
Distributions to preferred shareholders          
From net investment income     (21,950,530 )  
Net increase in net assets from operations   $ 2,503,316    

 

See notes to financial statements
28



Eaton Vance Limited Duration Income Fund as of October 31, 2007

FINANCIAL STATEMENTS CONT'D

Statements of Changes in Net Assets

Increase (Decrease)
in Net Assets
  Six Months Ended
October 31, 2007
(Unaudited)
  Year Ended
April 30, 2007
 
From operations —
Net investment income
  $ 95,888,026     $ 190,390,749    
Net realized gain (loss) from investment
transactions, swap contracts and  
foreign currency and forward  
foreign currency exchange  
contract transactions
    (2,155,832 )     8,315,440    
Net change in unrealized appreciation
(depreciation) from investments,  
swap contracts and foreign currency  
and forward foreign currency  
exchange contracts
    (69,278,348 )     22,709,443    
Distributions to preferred shareholders —
From net investment income
    (21,950,530 )     (40,156,508 )  
Net increase in net assets from operations   $ 2,503,316     $ 181,259,124    
Distributions to common shareholders —
From net investment income
  $ (85,056,425 )   $ (169,333,751 )  
Total distributions to common shareholders   $ (85,056,425 )   $ (169,333,751 )  
Capital share transactions —
Reinvestment of distributions to
common shareholders
  $ 3,165,285     $ 9,170,158    
Total increase in net assets from capital
share transactions
  $ 3,165,285     $ 9,170,158    
Net increase (decrease) in net assets   $ (79,387,824 )   $ 21,095,531    
Net Assets Applicable to
Common Shares
 
At beginning of period   $ 2,056,842,651     $ 2,035,747,120    
At end of period   $ 1,977,454,827     $ 2,056,842,651    
Accumulated undistributed
net investment income
included in net assets
applicable to
common shares
 
At end of period   $ 6,251,955     $ 10,334,806    

 

Statement of Cash Flows (Unaudited)

    Six Months Ended
October 31, 2007
 
Cash flows from operating activities
Net increase in net assets from operations
  $ 2,503,316    
Distributions to preferred shareholders     21,950,530    
Net increase in net assets from operations  
excluding distributions to preferred shareholders  
from net investment income
  $ 24,453,846    
Adjustments to reconcile net increase in net assets  
resulting from operations to net cash provided by  
operating activities:
       
Investments purchased     (2,013,631,124 )  
Investments sold     1,979,742,291    
Increase in short-term investments     (231,763 )  
Net amortization of premium (discount)     7,902,495    
Increase in dividends and interest receivable     (2,653,796 )  
Increase in payable for investments purchased     24,343,923    
Increase in recievable for investments sold     (8,180,360 )  
Decrease in receivable for open swap contracts     8,106    
Decrease in interest receivable from affiliate     101,161    
Increase in prepaid expenses     (14,550 )  
Increase in payable for open forward foreign currency contracts     980,832    
Increase in payable to affiliate for investment advisory fee     44,558    
Increase in payable to affiliate for Trustees' fees     435    
Increase in unfunded loan commitments     5,666,638    
Decrease in collateral for securities loaned     (3,876,487 )  
Decrease in accrued expenses     (110,299 )  
Net change in unrealized (appreciation) depreciation on investments     67,704,761    
Realized (gain) loss on investments     (5,475,278 )  
Net cash provided by operating activities   $ 76,775,389    
Cash flows from financing activities
Cash distributions paid to common shareholders net of reinvestments $(81,891,140)
Distributions to preferred shareholders from net investment income
    (22,043,393 )  
Net cash used in financing activities   $ (103,934,533 )  
Net decrease in cash   $ (27,159,144 )  
Cash at beginning of period   $ 30,909,940    
Cash at end of period   $ 3,750,796    
Supplemental disclosure of cash flow information:  
Noncash financing activities not included herein consist of reinvestment
of dividends and distributions of :
  $ 3,165,285    

 

See notes to financial statements
29




Eaton Vance Limited Duration Income Fund as of October 31, 2007

FINANCIAL STATEMENTS CONT'D

Financial Highlights

Selected data for a common share outstanding during the periods stated

    Six Months Ended
October 31, 2007
  Year Ended April 30,  
    (Unaudited)(1)    2007(1)    2006(1)    2005(1)    2004(1)(2)   
Net asset value — Beginning of period (Common shares)   $ 18.320     $ 18.210     $ 18.430     $ 19.070     $ 19.100 (3)   
Income (loss) from operations  
Net investment income   $ 0.853 (4)    $ 1.701 (4)    $ 1.512 (4)    $ 1.373 (4)    $ 1.061 (4)   
Net realized and unrealized gain (loss)     (0.641 )(4)     0.281 (4)      0.048 (4)      (0.254 )(4)     0.426 (4)   
Distributions to preferred shareholders
From net investment income
    (0.195 )     (0.359 )     (0.267 )     (0.153 )     (0.075 )  
Total income from operations   $ 0.017     $ 1.623     $ 1.293     $ 0.966     $ 1.412    
Less distributions to common shareholders  
From net investment income   $ (0.757 )   $ (1.513 )   $ (1.513 )   $ (1.606 )   $ (1.345 )  
Total distributions to common shareholders   $ (0.757 )   $ (1.513 )   $ (1.513 )   $ (1.606 )   $ (1.345 )  
Preferred and Common shares offering costs charged to paid-in capital   $     $     $     $     $ (0.011 )  
Preferred shares underwriting discounts   $     $     $     $     $ (0.086 )  
Net asset value — End of period (Common shares)   $ 17.580     $ 18.320     $ 18.210     $ 18.430     $ 19.070    
Market value — End of period (Common shares)   $ 15.960     $ 18.700     $ 17.090     $ 17.690     $ 17.810    
Total Investment Return on Net Asset Value(5)      0.30 %(11)      9.42 %     7.72 %     5.29 %     7.22 %(6)(11)   
Total Investment Return on Market Value(5)      (10.79 )%(11)      19.01 %     5.32 %     8.22 %     0.13 %(6)(11)   

 

See notes to financial statements
30



Eaton Vance Limited Duration Income Fund as of October 31, 2007

FINANCIAL STATEMENTS CONT'D

Financial Highlights

Selected data for a common share outstanding during the periods stated

    Six Months Ended
October 31, 2007
  Year Ended April 30,  
    (Unaudited)(1)    2007(1)    2006(1)    2005(1)    2004(1)(2)   
Ratios/Supplemental Data  
Net assets applicable to common shares, end of period (000's omitted)   $ 1,977,455     $ 2,056,843     $ 2,035,747     $ 2,060,484     $ 2,118,909    
Ratios (As a percentage of average net assets applicable to common shares)(7):                                          
Expenses before custodian fee reduction     1.04 %(8)     1.02 %     1.00 %     1.01 %     0.93 %(8)  
Expenses after custodian fee reduction     1.04 %(8)     1.02 %     1.00 %     1.01 %     0.93 %(8)  
Net investment income     9.53 %(8)     9.39 %     8.27 %     7.29 %     6.02 %(8)  
Portfolio Turnover     64 %     49 %     53 %     60 %     72 %  

 

The ratios reported above are based on net assets applicable solely to common shares. The ratios based on net assets, including amounts related to preferred shares, are as follows:

Ratios (As a percentage of average total net assets applicable to common shares and preferred shares)(7):                                          
Expenses before custodian fee reduction     0.74 %(8)     0.73 %     0.72 %     0.71 %     0.67 %(8)  
Expenses after custodian fee reduction     0.74 %(8)     0.73 %     0.72 %     0.71 %     0.67 %(8)  
Net investment income     6.80 %(8)     6.73 %     5.94 %     5.16 %     4.37 %(8)  
Senior Securities:                                          
Total preferred shares outstanding     32,000       32,000       32,000       32,000       38,000    
Asset coverage per preferred share(9)   $ 86,806     $ 89,289     $ 88,630     $ 89,395     $ 80,762    
Involuntary liquidation preference per preferred share(10)   $ 25,000     $ 25,000     $ 25,000     $ 25,000     $ 25,000    
Approximate market value per preferred share(10)   $ 25,000     $ 25,000     $ 25,000     $ 25,000     $ 25,000    

 

(1)  Computed using average common shares outstanding.

(2)  For the period from the start of business, May 30, 2003, to April 30, 2004.

(3)  Net asset value at beginning of period reflects the deduction of the sales load of $0.900 per share paid by the shareholder from the $20.000 offering price.

(4)  For Federal Income tax purposes, net investment income per share was $0.915, $1.899, $1.807, $1.699 and $1.531 and net realized and unrealized loss per share was $0.703, $0.080, $0.247, $0.580 and $0.044 for the six months ended October 31, 2007 and the years ended April 30, 2007, 2006, 2005 and the period ended April 30, 2004, respectively. Computed using average common shares outstanding.

(5)  Returns are historical and are calculated by determining the percentage change in net asset value or market value with all distributions reinvested.

(6)  Total investment return on net asset value is calculated assuming a purchase at the offering price of $20.000 less the sales load of $0.900 per share paid by the shareholder on the first day and a sale at the net asset value on the last day of the period reported with all distributions reinvested. Total investment return on market value is calculated assuming a purchase at the offering price of $20.000 less the sales load of $0.900 per share paid by the shareholder on the first day and a sale at the current market price on the last day of the period reported with all distributions reinvested.

(7)  Ratios do not reflect the effect of dividend payments to preferred shareholders.

(8)  Annualized.

(9)  Calculated by subtracting the Fund's total liabilities (not including the preferred shares) from the Fund's total assets, and dividing this by the number of preferred shares outstanding.

(10)  Plus accumulated and unpaid dividends.

(11)  Not annualized.

See notes to financial statements
31




Eaton Vance Limited Duration Income Fund as of October 31, 2007

NOTES TO FINANCIAL STATEMENTS (Unaudited)

1  Significant Accounting Policies

Eaton Vance Limited Duration Income Fund (the Fund) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a closed-end management investment company. The Fund's investment objective is to provide a high level of current income. The Fund may, as a secondary objective, also seek capital appreciation to the extent consistent with its primary goal of high current income. The Fund pursues its objectives by investing primarily in mortgage-backed securities (MBS) issued, backed or otherwise guaranteed by the U.S. government or its agencies or instrumentalities; senior, secured floating-rate loans made to corporate and other business entities (Senior Loans); and corporate bonds of below investment grade quality (Non-Investment Grade Bonds).

The following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America.

A  Investment Valuation — Debt securities (including collateralized mortgage obligations and certain MBS) normally are valued by independent pricing services. The pricing services consider various factors relating to bonds or loans and/or market transactions to determine market value. Most seasoned 30-year fixed rate MBS are valued by the investment adviser's matrix pricing system. The matrix pricing system also considers various factors relating to bonds and market transactions to determine market value.

Interests in senior floating-rate loans (Senior Loans) for which reliable market quotations are readily available are valued on the basis of prices furnished by an independent pricing service. Other Senior Loans are valued at fair value by the investment adviser under procedures approved by the Trustees. In fair valuing a Senior Loan, the investment adviser utilizes one or more of the following valuation techniques; (i) a matrix pricing approach that considers the yield on the Senior Loan relative to yields on other loan interests issued by companies of comparable credit quality; (ii) a comparison of the value of the borrower's outstanding equity and debt to that of comparable public companies; (iii) a discounted cash flow analysis; or (iv) when the investment adviser believes it is likely that a borrower will be liquidated or sold, an analysis of the terms of such liquidation or sale. In certain cases, the investment adviser will use a combination of analytical methods to determine fair value, such as when only a portion of a borrower's assets are likely to be sold. In conducting its assessment and analysis for purposes of determining fair value of a Senior Loan, the investment adviser will use its discretion and judgment in considering and appraising relevant factors. Junior loans are valued in the same manner as Senior Loans. Fair value determinations are made by the portfolio managers of a Fund based on information available to such managers. The portfolio managers of other funds managed by Eaton Vance that invest in Senior Loans may not possess the same information about a Senior Loan borrower as the portfolio manager of the Fund. At times, the fair value of a Senior Loan determined by the portfolio managers of other funds managed by Eaton Vance that invest in Senior Loans may vary from the fair value of the same Senior Loan determined by the portfolio managers of the Fund. The fair value of each Senior Loan is periodically reviewed and approved by the investment adviser's Valuation Committee and by the Trustees based upon procedures approved by the Trustees.

Other portfolio securities (other than short-term obligations, but including listed issues) may be valued on the basis of prices furnished by one or more pricing services which determine prices for normal, institutional-size trading units of such securities which may use market information, transactions for comparable securities and various relationships between securities which are generally recognized by institutional traders. Short-term debt securities with a remaining maturity of sixty days or less are valued at amortized cost, which approximates market value. If short-term debt securities are acquired with a remaining maturity of more than sixty days, they will be valued by a pricing service. Over-the-counter options are valued at the mean between the bid and the asked price provided by dealers. Securities listed on foreign or U.S. securities exchanges generally are valued at closing sales prices or, if there were no sales, at the mean between the closing bid and asked prices on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market are valued at the NASDAQ official closing price. Financial futures contracts listed on commodity exchanges and options thereon are valued at closing settlement prices. Credit default swaps are valued by the broker-dealer (usually the counter-party to the agreement). Other portfolio securities for which there are no quotations or valuations and investments for which the price of the security is not believed to represent its fair market value, are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Fund. Occasionally, events affecting the value of foreign securities may occur between the time trading is completed abroad and the close of the New York Stock Exchange which will not be reflected in the


32



Eaton Vance Limited Duration Income Fund as of October 31, 2007

NOTES TO FINANCIAL STATEMENTS (Unaudited) CONT'D

computation of the Fund's net asset value (unless the Fund deems that such event would materially affect its net asset value in which case an adjustment would be made and reflected in such computation). The Fund may rely on an independent fair valuation service in making any such adjustment as to the value of a foreign equity security.

The Fund may invest in Cash Management Portfolio (Cash Management), an affiliated investment company managed by Boston Management and Research (BMR), a subsidiary of EVM. Cash Management values its investment securities utilizing the amortized cost valuation technique permitted by Rule 2a-7 of the 1940 Act. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium.

B  Income — Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount. Fees associated with loan amendments are recognized immediately. Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities.

C  Investment Transactions — Investment transactions for financial statement purposes are accounted for on a trade date basis. Realized gains and losses on investments sold are determined on the basis of identified costs.

D  Federal Taxes — The Fund's policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its taxable income and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary. At April 30, 2007, the Fund, for federal income tax purposes, had a capital loss carryforward of $114,304,010 which will reduce the Fund's taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on April 30, 2012 ($26,481,368), April 30, 2013 ($40,885,552), April 30, 2014 ($28,843,098) and April 30, 2015 ($18,093,992).

Additionally, at April 30, 2007, the Fund had a net capital loss of $331,258 attributable to security transactions incurred after October 31, 2006. This net capital loss is treated as arising on the first day of the Fund's taxable year ending April 30, 2008.

In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48 (FIN 48), "Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109". FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, "Accounting for Income Taxes". This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective on the last business day of the first required financial reporting period for fiscal years beginning after December 15, 2006. Management has concluded that as of October 31, 2007, there are no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure.

E  Expense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Fund. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Fund maintains with SSBT. All credit balances, if any, used to reduce the Fund's custodian fees are reported as a reduction of expenses in the Statement of Operations.

F  Offering Costs — Costs incurred by the Fund in connection with the offering of its common and preferred shares are recorded as a reduction of additional paid-in capital applicable to common shares.

G  Foreign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.


33



Eaton Vance Limited Duration Income Fund as of October 31, 2007

NOTES TO FINANCIAL STATEMENTS (Unaudited) CONT'D

H  Unfunded Loan Commitments — The Fund may enter into certain credit agreements all or a portion of which may be unfunded. The Fund is obligated to fund these commitments at the borrower's discretion. These commitments are disclosed in the accompanying Portfolio of Investments.

I  Use of Estimates — The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.

J  Indemnifications — Under the Fund's organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Fund, and shareholders are indemnified against personal liability for obligations of the Fund. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

K  Financial Futures Contracts — The Fund may enter into financial futures contracts. The Fund's investment in financial futures contracts is designed for hedging against changes in interest rates or as a substitute for the purchase of securities. Upon entering into a financial futures contract, the Fund is required to deposit with the broker, either in cash or securities an amount equal to a certain percentage of the purchase price (initial margin). Subsequent payments, known as variation margin, are made or received by the Fund each business day, depending on the daily fluctuations in the value of the underlying security, and are recorded as unrealized gains or losses by the Fund. Gains (losses) are realized upon the expiration or closing of the financial futures contracts. Should market conditions change unexpectedly, the Fund may not achieve the anticipated benefits of the financial futures contracts and may realize a loss. In entering such contracts, the Fund bears the risk if the counterparties do not perform under the contracts' terms.

L  Forward Foreign Currency Exchange Contracts — The Fund may enter into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. The Fund may enter into forward contracts for hedging purposes as well as non-hedging purposes. The forward foreign currency exchange contract is adjusted by the daily exchange rate of the underlying currency and any gains or losses are recorded as unrealized until such time as the contract has been closed or offset by another contract with the same broker for the same settlement date and currency. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of their contracts and from movements in the value of a foreign currency relative to the U.S. dollar.

M  Credit Default Swaps — The Fund may enter into credit default swap contracts to buy or sell protection against default on an individual issuer or a basket of issuers of bonds. When the Fund is the buyer of a credit default swap contract, the Fund is entitled to receive the par (or other agreed-upon) value of a referenced debt obligation (or basket of debt obligations) from the counterparty to the contract in the event of default by a third party, such as a U.S. or foreign corporate issuer, on the debt obligation. In return, the Fund pays the counterparty a periodic stream of payments over the term of the contract provided that no event of default has occurred. If no default occurs, the Fund would have spent the stream of payments and received no benefit from the contract. When the Fund is the seller of a credit default swap contract, it receives the stream of payments, but is obligated to pay upon default of the referenced debt obligation. As the seller, the Fund effectively adds leverage to its portfolio because, in addition to its total net assets, the Fund is subject to investment exposure on the notional amount of the swap. The interest fee paid or received on the swap contract, which is based on a specified interest rate on a fixed notional amount, is accrued daily as a component of unrealized appreciation (depreciation) and is recorded as realized gain upon receipt or realized loss upon payment. The Fund also records an increase or decrease to unrealized appreciation (depreciation) in an amount equal to the daily valuation. Up front payments or receipts, if any, are recorded as other assets or other liabilities, respectively, and amortized over the life of the swap contract as realized gains or losses. The Fund segregates assets in the form of cash and cash equivalents in an amount equal to the aggregate market value of the credit default swaps of which it is the seller, marked to market on a daily basis. These transactions involve certain risks, including the risk that the counterparty may be unable to fulfill the transaction.

N  When Issued and Delayed Delivery Transactions — The Fund may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the


34



Eaton Vance Limited Duration Income Fund as of October 31, 2007

NOTES TO FINANCIAL STATEMENTS (Unaudited) CONT'D

customary settlement period for that security. At the time the transaction is negotiated, the price of the security that will be delivered is fixed. The Fund maintains security positions for these commitments such that sufficient liquid assets will be available to make payments upon settlement. Securities purchased on a delayed delivery or when-issued basis are marked-to-market daily and begin earning interest on settlement date. Losses may arise due to changes in the market value of the underlying securities or if the counterparty does not perform under the contract.

O  Statement of Cash Flows — The cash amount shown in the Statement of Cash Flows is the amount included in the Fund's Statement of Assets and Liabilities and represents cash on hand at its custodian and does not include any short-term investments.

P  Interim Financial Statements — The interim financial statements relating to October 31, 2007 and for the six months then ended have not been audited by an independent registered public accounting firm, but in the opinion of the Fund's management, reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the financial statements.

2  Auction Preferred Shares (APS)

The Fund issued Auction Preferred Shares (APS) on July 25, 2003 in a public offering. The underwriting discounts and other offering costs incurred in connection with the offering were recorded as a reduction of the paid-in capital of the common shares. Dividends on the APS, which accrue daily, are cumulative at rates which are reset every seven days by an auction, unless a special dividend period has been set. Series of APS are identical in all respects except for the reset dates of the dividend rates.

The number of APS issued and outstanding as of October 31, 2007 is as follows:

    APS
Issued and Outstanding
 
Series A     6,400    
Series B     6,400    
Series C     6,400    
Series D     6,400    
Series E     6,400    

 

The APS are redeemable at the option of the Fund at a redemption price equal to $25,000 per share, plus accumulated and unpaid dividends, on any dividend payment date. The APS are also subject to mandatory redemption at a redemption price equal to $25,000 per share, plus accumulated and unpaid dividends, if the Fund is in default for an extended period on its asset maintenance requirements with respect to the APS. If the dividends on the APS remain unpaid in an amount equal to two full years' dividends, the holders of the APS as a class have the right to elect a majority of the Board of Trustees. In general, the holders of the APS and the common shares have equal voting rights of one vote per share, except that the holders of the APS, as a separate class, have the right to elect at least two members of the Board of Trustees. The APS have a liquidation preference of $25,000 per share, plus accumulated and unpaid dividends. The Fund is required to maintain certain asset coverage with respect to the APS as defined in the Fund's By-Laws and the 1940 Act. The Fund pays an annual fee equivalent to 0.25% of the liquidation value for the remarketing efforts associated with APS auctions.

3  Distributions to Shareholders

The Fund intends to make monthly distributions of net investment income to common shareholders, after payment of any dividends on any outstanding APS. In addition, at least annually, the Fund intends to distribute all or substantially all of its net realized capital gains, if any. Distributions to common shareholders are recorded on the ex-dividend date. Distributions to preferred shareholders are recorded daily and are payable at the end of each dividend period. The dividend rate for the APS at October 31, 2007, and the amount of dividends paid to APS shareholders, average APS dividend rates (annualized), and dividend rate ranges for the six months ended October 31, 2007 were as follows:

Series   APS
Dividend Rates
at
October 31, 2007
  Dividends
Paid
to APS
Shareholders
  Average
APS
Dividend
Rates
  Dividend
Rate Ranges
 
A     5.20 %   $ 4,415,883       5.47 %   4.90% – 7.50%  
B     5.05 %   $ 4,422,472       5.48 %   4.75% – 7.50%  
C     4.90 %   $ 4,384,076       5.44 %   4.80% – 6.60%  
D     5.30 %   $ 4,362,224       5.41 %   4.75% – 7.50%  
E     4.89 %   $ 4,365,875       5.41 %   4.80% – 7.25%  

 

The Fund distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital.


35



Eaton Vance Limited Duration Income Fund as of October 31, 2007

NOTES TO FINANCIAL STATEMENTS (Unaudited) CONT'D

The tax character of the distributions declared for the six months ended October 31, 2007 and for the year ended April 30, 2007 was as follows:

    October 31, 2007   April 30, 2007  
Distributable declared from:  
Ordinary income   $ 107,006,955     $ 209,490,259    

 

During the six months ended October 31, 2007, paid-in capital was decreased by $3,090,301, accumulated undistributed net investment income was increased by $7,036,078, and accumulated net realized loss was increased by $3,945,777 due to differences between book and tax accounting, primarily for paydown gains/losses on mortgage-backed securities, premium amortization and tax accounting for straddles. These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2007, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:

Undistributed ordinary income   $ 5,642,562    
Unrealized depreciation     (36,258,619 )  
Capital loss carryforward     (121,341,963 )  
Other temporary differences     (5,467 )  

 

The differences between components of distributable earnings (accumulated losses) on a tax basis and the amounts reflected in the Statement of Assets and Liabilities are primarily due to premium amortization and wash sales.

4  Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by EVM as compensation for management and investment advisory services rendered to the Fund. The fee is computed at an annual rate of 0.75% of the Fund's weekly gross assets and is payable monthly. The portion of the advisory fee payable by Cash Management on the Fund's investment of cash therein is credited against the Fund's advisory fee. For the six months ended October 31, 2007, the Fund's advisory fee totaled $11,867,614 of which $93,700 was allocated from Cash Management and $11,773,914 was paid or accrued directly by the Fund.

EVM has contractually agreed to reimburse the Fund for fees and other expenses at an annual rate of 0.20% of the average weekly gross assets of the Fund for the first five full years of its operations, 0.15% of the Fund's average weekly gross assets in year six, 0.10% in year seven and 0.05% in year eight. Pursuant to this agreement, EVM waived $3,164,697 of its advisory fee for the six months ended October 31, 2007. EVM also serves as the administrator of the Fund, but receives no compensation.

Except for Trustees of the Fund who are not members of EVM's organization, officers and Trustees receive remuneration for their services to the Fund out of the investment adviser fee. Certain officers and Trustees of the Fund are officers of EVM.

5  Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, and including paydowns and principal repayments on mortgage-backed securities, for the six months ended October 31, 2007 were as follows:

Purchases  
Investments (non-U.S. Government)   $ 1,849,680,934    
U.S. Government and agency securities     163,950,190    
    $ 2,013,631,124    
Sales  
Investments (non-U.S. Government)   $ 1,865,704,285    
U.S. Government and agency securities     114,038,006    
    $ 1,979,742,291    

 

6  Securities Lending Agreement

The Fund has established a securities lending agreement in which the Fund lends portfolio securities to a broker in exchange for collateral consisting of either cash or U.S. government securities in an amount at least equal to the market value of the securities on loan. Under the agreement, the Fund continues to earn interest on the securities loaned. Collateral received is generally cash, and the Fund invests the cash and receives any interest on the amount invested but it must also pay the broker a loan rebate fee computed as a varying percentage of the collateral received. The loan rebate fee paid by the Fund offsets a portion of the interest income received and amounted to $9,442,689 for the six months ended October 31, 2007. At October 31, 2007, the value of the securities loaned and the value of the collateral amounted to $296,121,069 and $326,613,883, respectively. In the event of counterparty default, the Fund is subject to potential loss if it is delayed or prevented from exercising its right to dispose of the


36



Eaton Vance Limited Duration Income Fund as of October 31, 2007

NOTES TO FINANCIAL STATEMENTS (Unaudited) CONT'D

collateral. The Fund bears risk in the event that invested collateral is not sufficient to meet obligations due on the loans. The Fund has the right under the lending agreement to recover the securities from the borrower on demand.

7  Common Shares of Beneficial Interest

The Fund may issue shares pursuant to its dividend reinvestment plan. Transactions in common shares were as follows:

    Six Months Ended
October 31, 2007
(Unaudited)
  Year Ended
April 30, 2007
 
Issued to shareholders electing to
receive payments of distributions
in Fund shares
    174,249       504,516    
Net increase     174,249       504,516    

 

8  Federal Income Tax Basis of Unrealized Appreciation (Depreciation)

The cost and unrealized appreciation (depreciation) of investments of the Fund at October 31, 2007, as determined on a federal income tax basis, were as follows:

Aggregate cost   $ 3,129,654,649    
Gross unrealized appreciation   $ 18,895,367    
Gross unrealized depreciation     (53,398,302 )  
Net unrealized depreciation   $ (34,502,935 )  

 

The net unrealized depreciation on swap contracts, foreign currency transactions and forward foreign currency exchange contracts at October 31, 2007 on a federal income tax basis was $1,755,685.

9  Risks Associated with Foreign Investments

Investing in securities issued by companies whose principal business activities are outside the United States may involve significant risks not present in domestic investments. For example, there is generally less publicly available information about foreign companies, particularly those not subject to the disclosure and reporting requirements of the U.S. securities laws. Certain foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers. Investments in foreign securities also involve the risk of possible adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, limitation on the removal of funds or other assets of the Fund, political or financial instability or diplomatic and other developments which could affect such investments. Foreign stock markets, while growing in volume and sophistication, are generally not as developed as those in the United States, and securities of some foreign issuers (particularly those located in developing countries) may be less liquid and more volatile than securities of comparable U.S. companies. In general, there is less overall governmental supervision and regulation of foreign securities markets, broker-dealers and issuers than in the United States.

those applicable to domestic issuers. Investments in foreign securities also involve the risk of possible adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, limitation on the removal of funds or other assets of the Fund, political or financial instability or diplomatic and other developments which could affect such investments. Foreign stock markets, while growing in volume and sophistication, are generally not as developed as those in the United States, and securities of some foreign issuers (particularly those located in developing countries) may be less liquid and more volatile than securities of comparable U.S. companies. In general, there is less overall governmental supervision and regulation of foreign securities markets, broker-dealers and issuers than in the United States.

10  Financial Instruments

The Fund may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities to assist in managing exposure to various market risks. These financial instruments may include written options, forward foreign currency exchange contracts, financial futures contracts, interest rate swaps and credit default swaps and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Fund has in particular classes of financial instruments and does not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered. A summary of obligations under these financial instruments at October 31, 2007 is as follows:

Forward Foreign Currency Exchange Contracts

Sales

Settlement Date   Deliver   In Exchange For   Net Unrealized
Depreciation
 
11/30/07   Euro   United States Dollar    
   
    75,455,000   108,529,945   $ (684,331 )  
11/30/07   Great British Pound   United States Dollar    
   
    29,270,000   60,174,144     (577,283 )  
            $ (1,261,614 )  

 


37



Eaton Vance Limited Duration Income Fund as of October 31, 2007

NOTES TO FINANCIAL STATEMENTS (Unaudited) CONT'D

Credit Default Swaps

Counterparty   Reference
Entity
  Buy/
Sell
  Notional
Amount
(000s)
  Pay/
Receive
Annual
Fixed
Rate
  Termination
Date
  Unrealized
Appreciation
 
Lehman
Brothers, Inc.
  Inergy   Buy     $2,000       2.4%       3/20/2010       $70,522    

 

At October 31, 2007 the Fund had sufficient cash and/or securities to cover commitments under these contracts.

11  Restricted Securities

At October 31, 2007, the Fund owned the following securities (representing 0.2% of net assets applicable to common shares) which were restricted as to public resale and not registered under the Securities Act of 1933 (excluding Rule 144A securities). The Fund has various registration rights (exercisable under a variety of circumstances) with respect to these securities. The value of these securities is determined based on valuations provided by brokers when available, or if not available, they are valued at fair value using methods determined in good faith by or at the direction of the Trustees.

Description   Date of
Acquisition
  Shares/Units   Cost   Value  
Common Stocks  
Environmental Systems
Products Holdings, Inc.
  10/25/07     2,484     $ 0     $ 0    
Preferred Stocks  
Environmental Systems
Products Holdings
Preferred, Series A
  10/25/07     2,484     $ 43,470     $ 43,470    
Fontainebleau Resorts
LLC (PIK)
  5/24/07     4,909       4,908,749       4,683,929    
    $ 4,952,219     $ 4,727,399    

 

12  Recently Issued Accounting Pronouncement

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 (FAS 157), "Fair Value Measurements". FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.


38




Eaton Vance Limited Duration Income Fund

DIVIDEND REINVESTMENT PLAN

The Fund offers a dividend reinvestment plan (the Plan) pursuant to which shareholders may elect to have dividends and capital gains distributions reinvested in common shares (the Shares) of the Fund. You may elect to participate in the Plan by completing the Dividend Reinvestment Plan Application Form. If you do not participate, you will receive all distributions in cash paid by check mailed directly to you by PFPC Inc. as dividend paying agent. On the distribution payment date, if the net asset value per Share is equal to or less than the market price per Share plus estimated brokerage commissions then new Shares will be issued. The number of Shares shall be determined by the greater of the net asset value per Share or 95% of the market price. Otherwise, Shares generally will be purchased on the open market by the Plan Agent. Distributions subject to income tax (if any) are taxable whether or not shares are reinvested.

If your shares are in the name of a brokerage firm, bank, or other nominee, you can ask the firm or nominee to participate in the Plan on your behalf. If the nominee does not offer the Plan, you will need to request that your shares be re-registered in your name with the Fund's transfer agent, PFPC Inc. or you will not be able to participate.

The Plan Agent's service fee for handling distributions will be paid by the Fund. Each participant will be charged their pro rata share of brokerage commissions on all open-market purchases.

Plan participants may withdraw from the Plan at any time by writing to the Plan Agent at the address noted on the following page. If you withdraw, you will receive shares in your name for all Shares credited to your account under the Plan. If a participant elects by written notice to the Plan Agent to have the Plan Agent sell part or all of his or her Shares and remit the proceeds, the Plan Agent is authorized to deduct a $5.00 fee plus brokerage commissions from the proceeds.

If you wish to participate in the Plan and your shares are held in your own name, you may complete the form on the following page and deliver it to the Plan Agent.

Any inquires regarding the Plan can be directed to the Plan Agent, PFPC Inc., at 1-800-331-1710.


39



Eaton Vance Limited Duration Income Fund

APPLICATION FOR PARTICIPATION IN DIVIDEND REINVESTMENT PLAN

This form is for shareholders who hold their common shares in their own names. If your common shares are held in the name of a brokerage firm, bank, or other nominee, you should contact your nominee to see if it will participate in the Plan on your behalf. If you wish to participate in the Plan, but your brokerage firm, bank, or nominee is unable to participate on your behalf, you should request that your common shares be re-registered in your own name which will enable your participation in the Plan.

The following authorization and appointment is given with the understanding that I may terminate it at any time by terminating my participation in the Plan as provided in the terms and conditions of the Plan.

  Please print exact name on account:

  Shareholder signature  Date

  Shareholder signature  Date

  Please sign exactly as your common shares are registered. All persons whose names appear on the share certificate must sign.

YOU SHOULD NOT RETURN THIS FORM IF YOU WISH TO RECEIVE YOUR DIVIDENDS AND DISTRIBUTIONS IN CASH. THIS IS NOT A PROXY.

This authorization form, when signed, should be mailed to the following address:

Eaton Vance Limited Duration Income Fund
c/o PFPC, Inc.
P.O. Box 43027
Providence, RI 02940-3027
800-331-1710

Number of Employees

The Fund is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as a diversified, closed-end management investment company and has no employees.

Number of Shareholders

As of October 31, 2007, our records indicate that there are 121 registered shareholders and approximately 108,972 shareholders owning the Fund shares in street name, such as through brokers, banks, and financial intermediaries.

If you are a street name shareholder and wish to receive our reports directly, which contain important information about the Fund, please write or call:

Eaton Vance Distributors, Inc.
The Eaton Vance Building
255 State Street
Boston, MA 02109
1-800-225-6265

American Stock Exchange symbol

The American Stock Exchange symbol is EVV.


40



Eaton Vance Limited Duration Income Fund

BOARD OF TRUSTEES' ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT

Overview of the Contract Review Process

The Investment Company Act of 1940, as amended (the "1940 Act"), provides, in substance, that each investment advisory agreement between a fund and its investment adviser will continue in effect from year to year only if its continuance is approved at least annually by the fund's board of trustees, including by a vote of a majority of the trustees who are not "interested persons" of the fund ("Independent Trustees"), cast in person at a meeting called for the purpose of considering such approval.

At a meeting of the Boards of Trustees (each a "Board") of the Eaton Vance group of mutual funds (the "Eaton Vance Funds") held on April 23, 2007, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Special Committee of the Board, which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Special Committee reviewed information furnished for a series of meetings of the Special Committee held in February, March and April 2007. Such information included, among other things, the following:

Information about Fees, Performance and Expenses

•  An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;

•  An independent report comparing each fund's total expense ratio and its components to comparable funds;

•  An independent report comparing the investment performance of each fund to the investment performance of comparable funds over various time periods;

•  Data regarding investment performance in comparison to relevant peer groups of funds and appropriate indices;

•  Comparative information concerning fees charged by each adviser for managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing the fund;

•  Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management

•  Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed;

•  Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through "soft dollar" benefits received in connection with the funds' brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;

•  Data relating to portfolio turnover rates of each fund;

•  The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser

•  Reports detailing the financial results and condition of each adviser;

•  Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;

•  Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;

•  Copies of or descriptions of each adviser's proxy voting policies and procedures;

•  Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;

•  Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;

Other Relevant Information

•  Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;

•  Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds' administrator; and

•  The terms of each advisory agreement.


41



Eaton Vance Limited Duration Income Fund

BOARD OF TRUSTEES' ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT CONT'D

In addition to the information identified above, the Special Committee considered information provided from time to time by each adviser throughout the year at meetings of the Board and its committees. Over the course of the twelve-month period ended April 30, 2007, the Board met ten times and the Special Committee, the Audit Committee and the Governance Committee, each of which is a Committee comprised solely of Independent Trustees, met twelve, fourteen and eight times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the fund's investment objective.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the fund's investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.

The Special Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Special Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Special Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Special Committee concluded that the continuance of the investment advisory agreement between the Eaton Vance Limited Duration Income Fund (the "Fund"), and Eaton Vance Management (the "Adviser"), including its fee structure, is in the interests of shareholders and, therefore, the Special Committee recommended to the Board approval of the agreement. The Board accepted the recommendation of the Special Committee as well as the factors considered and conclusions reached by the Special Committee with respect to the agreement. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve continuation of the advisory agreement for the Fund.

Nature, Extent and Quality of Services

In considering whether to approve the investment advisory agreement of the Fund, the Board evaluated the nature, extent and quality of services provided to the Fund by the Adviser.

The Board considered the Adviser's management capabilities and investment process with respect to the types of investments held by the Fund, including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Fund. In particular, the Board evaluated, where relevant, the abilities and experience of such investment personnel in analyzing factors such as credit risk and special considerations relevant to investing in senior secured floating-rate loans, mortgage-backed securities and high-yield bonds. Specifically, the Board considered the Adviser's in-house research capabilities as well as other resources available to personnel of the Adviser, including research services. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation paid to recruit and retain investment personnel, and the time and attention devoted to the Fund by senior management.

The Board also reviewed the compliance programs of the Adviser and relevant affiliates thereof. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the Adviser and its affiliates to requests from regulatory authorities such as the Securities and Exchange Commission and the National Association of Securities Dealers.

The Board considered shareholder and other administrative services provided or managed by Eaton Vance Management and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large family of funds.

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory agreement.


42



Eaton Vance Limited Duration Income Fund

BOARD OF TRUSTEES' ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT CONT'D

Fund Performance

The Board compared the Fund's investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one-year and three-year periods ending September 30, 2006 for the Fund. The Board concluded that the performance of the Fund was satisfactory.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates payable by the Fund (referred to as "management fees"). As part of its review, the Board considered the Fund's management fees and total expense ratio for the one-year period ended September 30, 2006, as compared to a group of similarly managed funds selected by an independent data provider. The Board considered the fact that the Adviser had waived fees and/or paid expenses for the Fund.

After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser, the Board concluded that the management fees charged for advisory and related services and the Fund's total expense ratio are reasonable.

Profitability

The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof in providing investment advisory and administrative services to the Fund and to all Eaton Vance Funds as a group. The Board considered the level of profits realized without regard to revenue sharing or other payments by the Adviser and its affiliates to third parties in respect of distribution services. The Board also considered other direct or indirect benefits received by the Adviser in connection with its relationship with the Fund, including the benefits of research services that may be available to the Adviser as a result of securities transactions effected for the Fund and other investment advisory clients.

The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by the Adviser and its affiliates are reasonable.

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board also considered the fact that the Fund is not continuously offered and concluded that, in light of the level of the adviser's profits with respect to the Fund, the implementation of breakpoints in the advisory fee schedule is not appropriate. Based upon the foregoing, the Board concluded that the benefits from economies of scale are currently being shared equitably by the Adviser and its affiliates and the Fund.


43




Eaton Vance Limited Duration Income Fund

INVESTMENT MANAGEMENT

Officers
Payson F. Swaffield
President
Christine M. Johnston
Vice President
Scott H. Page
Vice President
Susan Schiff
Vice President
Mark S. Venezia
Vice President
Michael W. Weilheimer
Vice President
Barbara E. Campbell
Treasurer
Maureen A. Gemma
Secretary
Paul M. O'Neil
Chief Compliance Officer
  Trustees
Ralph F. Verni
Chairman
Benjamin C. Esty
Thomas E. Faust Jr.
Allen R. Freedman
William H. Park
Ronald A. Pearlman
Norton H. Reamer
Heidi L. Steiger
Lynn A. Stout
 

 


44




Investment Adviser of Eaton Vance Limited Duration Income Fund
Eaton Vance Management

The Eaton Vance Building
255 State Street
Boston, MA 02109

Administrator of Eaton Vance Limited Duration Income Fund
Eaton Vance Management

The Eaton Vance Building
255 State Street
Boston, MA 02109

Custodian
State Street Bank & Trust Company

200 Clarendon Street
Boston, MA 02116

Transfer Agent
PFPC Inc.

Attn: Eaton Vance Funds
P.O. Box 43027
Providence, RI 02940-9653
(800) 331-1710

Eaton Vance Limited Duration Income Fund
The Eaton Vance Building
255 State Street
Boston, MA 02109



1856-12/07  CE-LDISRC




Item 2. Code of Ethics

The registrant has adopted a code of ethics applicable to its Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.  The registrant undertakes to provide a copy of such code of ethics to any person upon request, without charge, by calling 1-800-262-1122.

Item 3. Audit Committee Financial Expert

The registrant’s Board has designated William H. Park and Norton H. Reamer, each an independent trustee, as its audit committee financial experts.  Mr. Park is a certified public accountant who is the Vice Chairman of Commercial Industrial Finance Corp (specialty finance company). Previously, he served as President and Chief Executive Officer of Prizm Capital Management, LLC (investment management firm) and as Executive Vice President and Chief Financial Officer of United Asset Management Corporation (“UAM”) (a holding company owning institutional investment management firms). Mr. Reamer is the President, Chief Executive Officer and a Director of Asset Management Finance Corp. (a specialty finance company serving the investment management industry) and is President of Unicorn Corporation (an investment and financial advisory services company).  Formerly, Mr. Reamer was Chairman and Chief Operating Officer of Hellman, Jordan Management Co., Inc. (an investment management company) and Advisory Director of Berkshire Capital Corporation (an investment banking firm), Chairman of the Board of UAM and Chairman, President and Director of the UAM Funds (mutual funds).

Item 4. Principal Accountant Fees and Services

Not required in this filing

Item 5. Audit Committee of Listed registrants

Not required in this filing.

Item 6. Schedule of Investments

Please see schedule of investments contained in the Report to Stockholders included under Item 1 of this Form N-CSR.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not required in this filing.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not required in this filing.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

No such purchases this period.

Item 10. Submission of Matters to a Vote of Security Holders.

No Material Changes.




Item 11. Controls and Procedures

(a) It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.

(b) There have been no changes in the registrant’s internal controls over financial reporting during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits

(a)(1)

Registrant’s Code of Ethics – Not applicable (please see Item 2).

(a)(2)(i)

Treasurer’s Section 302 certification.

(a)(2)(ii)

President’s Section 302 certification.

(b)

Combined Section 906 certification.

 




Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Eaton Vance Limited Duration Income Fund

By:

/s/Payson F. Swaffield

 

 

Payson F. Swaffield

 

President

 

 

 

 

Date:

December 11, 2007

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:

/s/Barbara E. Campbell

 

 

Barbara E. Campbell

 

Treasurer

 

 

 

 

Date:

December 11, 2007

 

By:

/s/Payson F. Swaffield

 

 

Payson F. Swaffield

 

President

 

 

 

 

Date:

December 11, 2007