AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON SEPTEMBER 8, 2025
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or
13(e)(1) of the
Securities Exchange Act of 1934
(Amendment No. 2)
Eaton Vance Municipal
Bond Fund
(Name of Subject Company (Issuer))
Eaton Vance Municipal Bond Fund
(Name of Filing Person (Issuer))
Common Shares of Beneficial Interest, $.01 par value
(Title of Class of Securities)
27827X101
(CUSIP Number of Class of Securities)
Deidre E. Walsh
Eaton Vance Management
One Post Office Square
Boston, Massachusetts 02109
(617) 672-8305
(Name, Address and Telephone Number of Person Authorized
to Receive Notices
and Communications on Behalf of the Person(s) Filing
Statement)
| [_] | Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which
the statement relates:
| [_] | third party tender offer subject to Rule 14d-1. |
| [X] | issuer tender offer subject to Rule 13e-4. |
| [_] | going-private transaction subject to Rule 13e-3. |
| [_] | amendment to Schedule 13D under Rule 13d-2. |
Check
the following box if the filing is a final amendment reporting the results of the tender offer. [X]
This Amendment No. 2 (“Amendment No. 2”) amends and supplements
the Tender Offer Statement on Schedule TO originally filed by Eaton Vance Municipal Bond Fund, a Massachusetts business trust (the “Fund”),
with the Securities and Exchange Commission on August 6, 2025 (“Schedule TO”). Schedule TO relates to the offer by the Fund
to purchase for cash up to 5% or 2,703,821 shares of its outstanding common shares of beneficial interest, with par value of $0.01 (the
“Shares”), upon the terms and subject to the conditions set forth in the Fund’s Offer to Purchase dated August 6, 2025
(the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal,” which, together
with the Offer to Purchase, set forth the terms that constitute the “Offer”), both of which are attached to Schedule TO as
Exhibits (a)(1)(i) and (a)(1)(ii), respectively.
This Amendment No. 2 is being filed to report the final results of the Offer
and is intended to satisfy the reporting requirements of Rule 13e-4(c)(4) promulgated under the Securities Exchange Act of 1934, as amended.
Only those items amended are reported in this Amendment No. 2. The information set forth in Schedule TO is incorporated herein by reference,
except that such information is hereby amended and supplemented to the extent amended and supplemented by the information provided herein
and the exhibit filed herewith.
You should read this Amendment No. 2 together with Schedule TO, and all
exhibits attached thereto, including the Offer to Purchase and the Letter of Transmittal, as each may have been amended or supplemented
from time to time.
Item 11.
Item 11 is hereby amended and supplemented by adding at the
end thereof the following text:
“On September 8, 2025, the Fund issued a press release
announcing the final results of the Offer, which expired on September 4, 2025 at 5:00 p.m. Eastern Time. A copy of the press release is
filed as Exhibit (a)(5)(iv) to this Schedule TO and is incorporated herein by reference.”
Item 12. Exhibits.
Item 12 of Schedule TO is hereby amended and supplemented to add the following
exhibit:
(a)(5)(iv) Press Release issued on September 8,
2025.
107 Filing Fees – Calculation of Filing Fee
Table.
Signature
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true, complete and correct.
Eaton Vance Municipal Bond Fund
By: /s/ Kenneth
A. Topping
Name: Kenneth
A. Topping
Title: President
Dated as of September 8, 2025
Exhibit Index
| Exhibit |
Description |
| (a)(5)(iv) |
Press Release issued on September 8, 2025. |
| 107 |
Filing Fees – Calculation of Filing Fee Table. |
