Item 77E

Eaton Vance Limited Duration Income Fund
In May 2015, the Fund was served with an amended complaint
filed in an adversary proceeding in the United States
Bankruptcy Court for the Southern District of New York. The
adversary proceeding was filed by the Motors Liquidation
Company Avoidance Action Trust ("AAT") against the former
holders of a $1.5 billion term loan issued by General Motors
Corp. ("GM") in 2006 (the "Term Loan Lenders") who
received a full repayment of the term loan pursuant to a court
order in the GM bankruptcy proceeding. The court order was
made with the understanding that the term loan was fully
secured at the time of GM's bankruptcy filing in June 2009.
The AAT is seeking (1) a determination from the Bankruptcy
Court that the security interest held by the Term Loan Lenders
was not perfected at the time GM filed for Chapter 11
Bankruptcy protection and thus the Term Loan Lenders should
have been treated in the same manner as GM's unsecured
creditors, (2) disgorgement of any interest payments made to
the Term Loan Lenders within ninety days of GM's filing for
Chapter 11 Bankruptcy protection, and (3) disgorgement of
the $1.5 billion term loan repayment that was made to the
Term Loan Lenders. The value of the payment received under
the term loan agreement by the Fund is approximately
$4,345,000 (equal to 0.25% of net assets at September 30,
2015). The Fund cannot predict the outcome of these
proceedings or the effect, if any, on the Fund's net asset value.
The attorneys' fees and costs related to these actions will be
expensed by the Fund as incurred.