Eaton Vance (EVV) offers $24,500 per auction preferred share in tender

Rhea-AI Filing Summary

Eaton Vance Limited Duration Income Fund filed a final amendment to its Issuer Tender Offer Statement relating to a cash offer to purchase up to 100% of its outstanding Auction Preferred Shares, Series A–E. As of March 31, 2026, 8,640 Preferred Shares were issued and outstanding. The per‑share purchase amount is 98% of the $25,000 liquidation preference (or $24,500 per share) plus any unpaid dividends accrued through May 29, 2026, less applicable withholding taxes. The filing incorporates the Offer to Purchase, Letter of Transmittal and related exhibits and states no external soliciting parties were retained.

Insights

Corporate Finance Analyst

Tender covers all outstanding auction preferred shares at a near-par cash price.

The Fund offered to repurchase up to 100% of its Auction Preferred Shares at $24,500 per share plus accrued dividends through May 29, 2026. The filing reports 8,640 shares outstanding as of March 31, 2026, which anchors the maximum cash outlay if all shares were tendered.

Key dependencies include the Fund’s disclosed source of funds and the Offer’s conditions; timing and settlement mechanics follow the Offer to Purchase and Letter of Transmittal incorporated by reference.

Fund Governance Specialist

Filing confirms internal handling and trustee/officer interest disclosures.

The Schedule TO incorporates sections on trustee and officer interests and the stated purpose of the Offers, indicating the transaction was structured and documented internally. The Fund reports no external solicitors were retained for the Offer.

Relevant items to watch in subsequent filings include acceptance results and any effects on leverage or net asset calculations disclosed in follow-up reports.

Key Figures

Offered coverage: 100% Shares outstanding: 8,640 shares Per-share purchase amount: $24,500 +1 more

4 metrics

Offered coverage 100% Up to 100% of outstanding Preferred Shares

Shares outstanding 8,640 shares As of March 31, 2026

Per-share purchase amount $24,500 98% of $25,000 liquidation preference

Accrued dividends cutoff May 29, 2026 Dividends accrued through this date included in payment

Key Terms

Auction Preferred Shares, Schedule TO, Letter of Transmittal, Liquidation preference

4 terms

Auction Preferred Shares financial

"purchase up to 100% of all of its outstanding preferred shares designated Auction Preferred Shares"

Auction preferred shares are a type of preferred stock that pays regular income with the payment rate set periodically through a bidding process rather than fixed forever. Think of it like buying a concert seat where the ticket price (the income rate) is determined by an auction among buyers; the result decides what new investors will receive until the next auction. They matter to investors because they offer potentially higher income tied to market demand but also bring interest-rate, auction, and liquidity risks and sit ahead of common stock for dividend and liquidation priority.

Schedule TO regulatory

"This Issuer Tender Offer Statement on Schedule TO relates to an offer"

A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.

Letter of Transmittal financial

"the Offer to Purchase and the related Letter of Transmittal"

A letter of transmittal is a written form investors use when sending physical stock certificates or electronic ownership documents to a company or its agent to surrender shares, tender them in an offer, or claim payment or replacement securities. It acts like a packing slip that lists what is enclosed, gives instructions on how the transfer should be handled, and provides proof of the transaction—important for ensuring investors receive the correct payment or new securities without delay or dispute.

Liquidation preference financial

"liquidation preference of $25,000 per share"

A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/30/2026 - 05:18 PM Learn about SEC filing dates

FAQ

What did EVV propose in its April 30, 2026 tender offer?

EVV offered to purchase up to 100% of its Auction Preferred Shares, Series A–E. The price is 98% of the $25,000 liquidation preference (i.e., $24,500 per share) plus accrued dividends through May 29, 2026.

How many Auction Preferred Shares were outstanding for EVV?

As of March 31, 2026, there were 8,640 Preferred Shares issued and outstanding. This figure appears in Item 2(b) and sets the scale for the maximum possible repurchase.

Will sellers receive accrued dividends with the EVV tender offer?

Yes. The tender price includes unpaid dividends accrued through May 29, 2026 (or later if extended), paid in cash in addition to the $24,500 per share base amount, less applicable withholding taxes.

Did EVV retain external solicitors or brokers for the offer?

No. Item 9(a) states that no persons were directly or indirectly retained or compensated by the Fund to solicit or recommend in connection with the Offer to Purchase.

Where are the Offer terms and related documents found?

The Schedule TO incorporates the Fund’s Offer to Purchase dated April 30, 2026, the Letter of Transmittal, and exhibits including notices and press releases, as listed in Item 12.

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 2026

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

Eaton Vance Limited Duration Income Fund

(Name of Subject Company (Issuer))

Eaton Vance Limited Duration Income Fund

(Name of Filing Person (Issuer))

Auction Preferred Shares Series A, B, C, D, and E Par Value $.01 Per Share

(Title of Class of Securities)

Series A - 27828H204

Series B - 27828H303

Series C - 27828H402

Series D - 27828H501
Series E - 27828H600

(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)

April 30, 2026

(Date Tender Offer First Published, Sent or Given to Security Holders)

☐ 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.
☒	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. ☐

This Issuer Tender Offer Statement on Schedule TO relates to an offer by Eaton Vance Limited Duration Income Fund, 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”), to purchase for cash up to 100% of all of its outstanding preferred shares of beneficial interest, par value $0.01 per share and a liquidation preference of $25,000 per share, designated Auction Preferred Shares, Series A, B, C, D and E (the “Preferred Shares”), upon the terms and subject to the conditions set forth in the Fund’s Offer to Purchase dated April 30, 2026 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal” which, together with any amendments or supplements thereto, collectively constitute the “Offer”), copies of which are attached hereto as Exhibits (a)(1)(i) and (a)(1)(ii), respectively. The price to be paid for the Preferred Shares is an amount per share, net to the seller in cash, equal to 98% of the liquidation preference of $25,000 per share (or $24,500 per share), plus any unpaid dividends accrued through May 29, 2026, or such later date to which the Offer is extended, less any applicable withholding taxes and without interest. The information set forth in the Offer is incorporated herein by reference with respect to Items 1 through 9 and Item 11 of this Schedule TO.

Item 1. Summary Term Sheet.

The information set forth under “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.

Item 2. Subject Company Information.

(a) The name of the issuer is Eaton Vance Limited Duration Income Fund, a Massachusetts business trust registered under the 1940 Act as a closed-end management investment company. The principal executive offices of the Fund are located at One Post Office Square, Boston, MA, 02109. The telephone number of the Fund is (617) 482-8260.

(b) The securities being sought in the Offer are the Preferred Shares. As of March 31, 2026, there were 8,640 Preferred Shares issued and outstanding.

(c) The Preferred Shares are not listed and do not trade on any securities exchange. For information on the secondary market activity for the Preferred Shares and payment of dividends, see “Section 7, Price Range of Preferred Shares; Dividends,” which is incorporated herein by reference.

Item 3. Identity and Background of Filing Person.

(a) The Fund is the filing person. The information set forth in the Offer to Purchase under “Section 8. Certain Information Concerning the Funds” is incorporated herein by reference.

Item 4. Terms of the Transaction.

(a)(1) The following sections of the Offer to Purchase contain a description of the material terms of the transaction and are incorporated herein by reference:

Summary Term Sheet

Section 1. Terms of the Offers; Expiration Date

Section 2. Extension of Tender Period; Termination; Amendment

Section 3. Acceptance for Payment and Payment

Section 4. Procedure for Tendering Preferred Shares

Section 5. Withdrawal Rights

Section 6. Certain U.S. Federal Income Tax Consequences

Section 8. Certain Information Concerning the Funds

Section 9. Source and Amount of Funds

Section 10. Interest of Trustees and Officers; Transactions and Arrangements Concerning the Preferred Shares

Section 11. Certain Effects of the Offers

Section 12. Purpose of the Offers

Section 13. Conditions to the Offers

Section 15. Fees and Expenses

(a)(2) Not applicable.

(b) The information set forth in the Offer to Purchase under “Section 10. Interests of the Trustees and Officers; Transactions and Arrangements Concerning the Preferred Shares” is incorporated herein by reference.

Item 5. Past Contracts, Transactions, Negotiations and Agreements.

(e) The information set forth in the Offer to Purchase under “Section 12. Purpose of the Offers” and “Section 10. Interests of the Trustees and Officers; Transactions and Arrangements Concerning the Preferred Shares” are incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

(a) The information set forth in the Offer to Purchase under “Section 12. Purpose of the Offers” is incorporated herein by reference.

(b) The information set forth in the Offer to Purchase under “Section 12. Purpose of the Offers” is incorporated herein by reference.

(c) The information set forth in the Offer to Purchase under “Section 12. Purpose of the Offers” is incorporated herein by reference.

Item 7. Source and Amount of Funds or Other Considerations.

(a) The information set forth in the Offer to Purchase under “Section 9. Source and Amount of Funds” and “Section 11. Certain Effects of the Offers” are incorporated herein by reference.

(b) The information set forth in the Offer to Purchase under “Section 9. Source and Amount of Funds” and “Section 11. Certain Effects of the Offers” are incorporated herein by reference.

(d) The information set forth in the Offer to Purchase under “Section 9. Source and Amount of Funds” and “Section 11. Certain Effects of the Offers” are incorporated herein by reference.

Item 8. Interests in Securities of the Subject Company.

(a) The information set forth in the Offer to Purchase under “Section 10. Interests of the Trustees and Officers; Transactions and Arrangements Concerning the Preferred Shares” is incorporated herein by reference.

(b) The information set forth in the Offer to Purchase under “Section 10. Interests of the Trustees and Officers; Transactions and Arrangements Concerning the Preferred Shares” is incorporated herein by reference.

Item 9. Persons/Assets Retained, Employed, Compensated or Used.

(a) No persons have been directly or indirectly employed, retained, or are to be compensated by or on behalf of the Fund to make solicitations or recommendations in connection with the Offer to Purchase.

Item 10. Financial Statements.

Not applicable.

Item 11. Additional Information.

(a)(1) The information set forth in the Offer to Purchase under “Section 10. Interests of the Trustees and Officers; Transactions and Arrangements Concerning the Preferred Shares” is incorporated herein by reference.

(a)(2) None.

(a)(3) Not applicable.

(a)(4) Not applicable.

(a)(5) None.

(c) Not applicable.

Item 12. Exhibits.

Exhibit No.	Document
(a)(1)(i)	Offer to Purchase dated April 30, 2026.
(a)(1)(ii)	Letter of Transmittal.
(a)(1)(iii)	Notice of Guaranteed Delivery.
(a)(1)(iv)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(v)	Letter to Clients for us by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(vi)	Form of Notice of Withdrawal.
(a)(2)-(4)	Not applicable.
(a)(5)(i)	Press Release issued on April 17, 2026.(1)
(a)(5)(ii)	Press Release issued on April 30, 2026.
(g)	Not applicable.
(h)	Not applicable.
107	Filing Fees – Calculation of Filing Fee Table.

⁽¹⁾ Incorporated by reference to the Registrant’s Schedule TO-C, as filed with the Securities and Exchange Commission on April 17, 2026.

Item 13. Information Required by Schedule 13e-3.

Not applicable.

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 Limited Duration Income Fund
	By:	/s/ Kenneth A. Topping
	Name:	Kenneth A. Topping
	Title:	President
		Dated as of April 30, 2026

Exhibit Index

Exhibit	Description
(a)(1)(i)	Offer to Purchase dated April 30, 2026.
(a)(1)(ii)	Letter of Transmittal.
(a)(1)(iii)	Notice of Guaranteed Delivery.
(a)(1)(iv)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(v)	Letter to Clients for us by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(vi)	Form of Notice of Withdrawal.
(a)(5)(ii)	Press Release issued on April 30, 2026.
107	Filing Fees – Calculation of Filing Fee Table.