SC TO-C

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 9, 2018

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 and D, Par Value $0.01 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)

Maureen A. Gemma, Esquire

Eaton Vance Management

Two International Place

Boston, Massachusetts 02110

(617) 482-8260

(Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications on Behalf of the Person(s) Filing Statement)

Transaction Valuation*	Amount Of Filing Fee*
Not Applicable	Not Applicable

* No Filing fee is required because this filing includes only preliminary communications made before the commencement of a tender offer.

[_] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: Not Applicable	Filing Party: Not Applicable
Form of Registration No.: Not Applicable	Date Filed: Not Applicable

[x] 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. [_]

2

Items 1-11.

Not Applicable.

Item 12. Exhibits.

Exhibit No.	Document
99.1	Press release issued by the Fund dated June 29, 2018

Item 13.

Not Applicable.

3

Exhibit Index

Exhibit No. Document

99.1 Press Release issued by the Fund dated June 29, 2018

4

EX-99.1(99)(.1)

Investor Contact: (617) 672-8818

EATON VANCE CLOSED-END FUNDS

ANNOUNCE TENDER OFFERS FOR OUTSTANDING AUCTION PREFERRED SHARES

BOSTON, MA, June 29, 2018 — Eaton Vance Limited Duration Income Fund (NYSE: EVV), Eaton Vance Senior Floating-Rate Trust (NYSE: EFR) and Eaton Vance Senior Income Trust (NYSE: EVF) (each a “Fund”) announced today that their Boards of Trustees have authorized tender offers to purchase up to 19%, 21% and 39%, respectively, of their outstanding auction preferred shares (“APS”) at a price per share equal to 92% of the APS liquidation preference of $25,000 per share (or $23,000 per share), plus any unpaid APS dividends accrued through the tender date.

Each Fund’s tender offer will be subject to the satisfaction of such conditions as will be set forth in the Fund’s offer to purchase and related letter of transmittal. Among the conditions, EFR and EVF’s tender offers are subject to each Fund increasing its credit facility, and the availability of sufficient funds under each Fund’s credit facility to finance the purchase of the APS in the tender offer. The complete terms and conditions of the tender offer will be set forth in the Funds’ tender offer materials, which will be filed with the Securities and Exchange Commission (“SEC”) and distributed to APS holders.

This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of the Funds. Any tender offer will be made only by an offer to purchase, a related letter of transmittal and other related documents, which will be filed with the SEC as exhibits to a tender offer statement on Schedule TO and available free of charge at www.sec.gov. The Funds will also make available, without charge, the offers to purchase and the letters of transmittal. APS holders should read these documents and related exhibits for the applicable Fund, as they contain important information about the tender offer.

The Funds are managed by Eaton Vance Management, a subsidiary of Eaton Vance Corp. (NYSE: EV) which is a leading global asset manager whose history dates to 1924. With offices in North America, Europe, Asia and Australia, Eaton Vance and its affiliates managed $440.1 billion in assets as of April 30, 2018, offering individuals and institutions a broad array of investment strategies and wealth management solutions. For more information, visit eatonvance.com.

Statements in this press release that are not historical facts are forward-looking statements as defined by the United States securities laws. You should exercise caution in interpreting and relying on forward-looking statements because they are subject to uncertainties and other factors which are, in some cases, beyond a Fund’s control and could cause actual results to differ materially from those set forth in the forward-looking statements.

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