0000950156-09-000158 Sample Contracts

EATON VANCE LIMITED DURATION INCOME FUND AMENDMENT TO AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • August 28th, 2009 • Eaton Vance LTD Duration Income Fund

AMENDMENT effective August 11, 2008, made to the Agreement and Declaration of Trust dated March 12, 2003, as amended, (hereinafter called the "Declaration") of Eaton Vance Limited Duration Income Fund, a Massachusetts business trust (hereinafter called the "Trust"), by at least a majority of the Trustees of the Trust in office on August 11, 2008.

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AMENDMENT TO BROKER-DEALER AGREEMENTS RELATING TO AUCTION PREFERRED SHARES
Broker-Dealer Agreement • August 28th, 2009 • Eaton Vance LTD Duration Income Fund • New York

This amendment dated as of February 24, 2009 is made to each Broker-Dealer Agreement (“Agreement”) between Deutsche Bank Trust Company of America (not in its individual capacity but solely as agent for each registered investment company (“Fund”) listed on Appendix A) (the “Auction Agent”) and ________________ (the “Broker-Dealer”) relating to the series of preferred shares of the Funds indicated on Appendix A (the “Preferred Shares”). Capitalized terms used in this Amendment shall have the meaning ascribed to them in the Agreement.

FEE REDUCTION AGREEMENT
Fee Reduction Agreement • August 28th, 2009 • Eaton Vance LTD Duration Income Fund

AGREEMENT made as of this 11th day of August, 2008, between each Fund listed on Appendix A (the “Funds”) and Eaton Vance Management (the “Adviser”).

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