UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 1, 2023 (January 426, 2023)

Eaton Vance Limited Duration Income Fund

(Exact Name of Registrant as Specified in its Charter)


Massachusetts	811-21323	000000000
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Two International Place
Boston, Massachusetts		02110
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 482-8260

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading

Symbol(s)

Name of Each Exchange

on Which Registered

Common Shares of beneficial interest, $0.01 par value

EVV

NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01

Other Events

~~New~~On ~~Trustee~~January ~~Appointment~~26, 2023, the Fund’s Board of Trustees voted to exempt, on a going forward basis, all prior and, until further notice, new purchases of Fund shares that otherwise might be deemed “Control Share Acquisitions” under Article XIII of the Fund’s By-Laws from the provisions of Article XIII of the Fund’s By-Laws. The Fund’s related announcement, posted to its website, is attached hereto as Exhibit 99.1.

AtItem ~~a meeting on October 11, 2022, the registrant’s Board of Trustees (the “Board”) appointed Alan C~~9. ~~Bowser as an independent Trustee~~01. ~~Mr.~~Financial ~~Bowser~~Statements ~~will~~and ~~commence his service on the Board on January 4, 2023~~Exhibits. ~~The Board has determined that Mr. Bowser is not an “interested person” as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended.~~

~~Set~~(d) ~~forth below is certain information with respect to Mr~~Exhibits. ~~Bowser:~~

Biographical Information


Exhibit No.		Description

99.1		Fund Announcement dated January 26, 2023

Name and Year of Birth		Trust Position(s)		Length of Service		Principal Occupation(s) During Past Five Years and Other Relevant Experience		Number of Portfolios in Fund Complex Overseen By Trustee		Other Directorships Held During Last Five Years
ALAN C. BOWSER 1962		Class III Trustee		Since 2023		Formerly, Chief Diversity Officer, Partner and a member of the Operating Committee, and formerly served as Senior Advisor on Diversity and Inclusion for the firm’s chief executive officer, Co-Head of the Americas Region, and Senior Client Advisor of Bridgewater Associates, an asset management firm (2011-2023).		132		None

SIGNATURE

~~SIGNATURE~~Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Eaton Vance Limited Duration Income Fund

/s/ Deidre E. Walsh

Deidre E. Walsh

Date: February 1, 2023

Vice President & Chief Legal Officer

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