SEC Form SC 13G/A filed by Eaton Vance Limited Duration Income Fund (Amendment)

4/14/22 4:52:35 PM ET

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SC 13G/A 1 brhc10036379_sc13ga.htm SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Eaton Vance Limited Duration Income Fund

(Name of Issuer)

Auction Preferred Shares

(Title of Class of Securities)

27828H204, 27828H303, 27828H402, 27828H501, 27828H600

(CUSIP Number)

April 12, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Continued on following pages

Page 1 of 17 Pages

Exhibit Index: Page 15

SCHEDULE 13G

CUSIP Nos. 27828H204, 27828H303, 27828H402, 27828H501, 27828H600	Page 2 of 17 Pages

1	NAMES OF REPORTING PERSONS
	Sunrise Partners Limited Partnership

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			1,012

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			1,012

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,012

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	11.7% (1)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	Based upon a total of 8,640 Auction Preferred Shares outstanding as of November 2, 2021, as reported in the proxy statement on Schedule 14A, filed by the Issuer with the Securities and Exchange Commission (“SEC”) on November 22, 2021.

SCHEDULE 13G

CUSIP Nos. 27828H204, 27828H303, 27828H402, 27828H501, 27828H600	Page 3 of 17 Pages

1	NAMES OF REPORTING PERSONS
	Paloma International, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			1,012

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			1,012

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,012

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	11.7% (1)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN, HC

(1)	Based upon a total of 8,640 Auction Preferred Shares outstanding as of November 2, 2021, as reported in the proxy statement on Schedule 14A, filed by the Issuer with the SEC on November 22, 2021.

SCHEDULE 13G

CUSIP Nos. 27828H204, 27828H303, 27828H402, 27828H501, 27828H600	Page 4 of 17 Pages

1	NAMES OF REPORTING PERSONS
	Paloma Partners Management Company

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			1,012

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			1,012

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,012

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	11.7% (1)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO, IA

(1)	Based upon a total of 8,640 Auction Preferred Shares outstanding as of November 2, 2021, as reported in the proxy statement on Schedule 14A, filed by the Issuer with the SEC on November 22, 2021.

SCHEDULE 13G

CUSIP Nos. 27828H204, 27828H303, 27828H402, 27828H501, 27828H600	Page 5 of 17 Pages

1	NAMES OF REPORTING PERSONS
	Paloma Partners Advisors LP

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			1,012

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			1,012

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,012

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	11.7% (1)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN, IA

(1)	Based upon a total of 8,640 Auction Preferred Shares outstanding as of November 2, 2021, as reported in the proxy statement on Schedule 14A, filed by the Issuer with the SEC on November 22, 2021.

SCHEDULE 13G

CUSIP Nos. 27828H204, 27828H303, 27828H402, 27828H501, 27828H600	Page 6 of 17 Pages

1	NAMES OF REPORTING PERSONS
	Paloma Partners Advisors, Inc.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			1,012

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			1,012

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,012

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	11.7% (1)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO, HC

(1)	Based upon a total of 8,640 Auction Preferred Shares outstanding as of November 2, 2021, as reported in the proxy statement on Schedule 14A, filed by the Issuer with the SEC on November 22, 2021.

SCHEDULE 13G

CUSIP Nos. 27828H204, 27828H303, 27828H402, 27828H501, 27828H600	Page 7 of 17 Pages

1	NAMES OF REPORTING PERSONS
	Gregory Hayt

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			1,012

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			1,012

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,012

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	11.7% (1)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN, HC

(1)	Based upon a total of 8,640 Auction Preferred Shares outstanding as of November 2, 2021, as reported in the proxy statement on Schedule 14A, filed by the Issuer with the SEC on November 22, 2021.

SCHEDULE 13G

CUSIP Nos. 27828H204, 27828H303, 27828H402, 27828H501, 27828H600	Page 8 of 17 Pages

1	NAMES OF REPORTING PERSONS
	S. Donald Sussman

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			1,012

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			1,012

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,012

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	11.7% (1)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN, HC

(1)	Based upon a total of 8,640 Auction Preferred Shares outstanding as of November 2, 2021, as reported in the proxy statement on Schedule 14A, filed by the Issuer with the SEC on November 22, 2021.

SCHEDULE 13G

Page 9 of 17 Pages

Item 1(a).	Name of Issuer:

	Eaton Vance Limited Duration Income Fund

Item 1(b).	Address of Issuer’s Principal Executive Offices:

	Two International Place, Boston, Massachusetts 02110
Item 2(a).	Name of Person Filing:

	Sunrise Partners Limited Partnership
	Paloma International L.P.
	Paloma Partners Management Company
	Paloma Partners Advisors LP
	Paloma Partners Advisors, Inc.
	Gregory Hayt
	S. Donald Sussman
Item 2(b).	Address of Principal Business Office or, if none, Residence:

	Sunrise Partners Limited Partnership
	Maples Corporate Services Limited
	P.O. Box 309, Ugland House Grand
	Cayman, KY1-1104, Cayman Islands

	Paloma International, L.P.
	Maples Corporate Services Limited
	P.O. Box 309, Ugland House Grand
	Cayman, KY1-1104, Cayman Islands

	Paloma Partners Management Company
	Two American Lane
	Greenwich, CT 06836

	Paloma Partners Advisors LP
	888 E. Las Olas Blvd.
	Ft. Lauderdale, FL 33301

	Paloma Partners Advisors, Inc.
	c/o Paloma Partners Advisors LP
	888 E. Las Olas Blvd.
	Ft. Lauderdale, FL 33301

	Gregory Hayt
	c/o Paloma Partners Management Company
	Two American Lane
	Greenwich, CT 06836

	S. Donald Sussman
	c/o Paloma Partners Advisors LP
	888 E. Las Olas Blvd.
	Ft. Lauderdale, FL 33301

SCHEDULE 13G

Page 10 of 17 Pages

Item 2(c).	Citizenship:

	Sunrise Partners Limited Partnership — Cayman Islands
	Paloma International L.P. — Cayman Islands
	Paloma Partners Management Company — Delaware
	Paloma Partners Advisors LP — Delaware
	Paloma Partners Advisors, Inc. — Delaware
	Gregory Hayt — United States of America
	S. Donald Sussman — United States of America
Item 2(d).	Title of Class of Securities:

	Auction Preferred Shares
Item 2(e).	CUSIP Number:

	27828H204, 27828H303, 27828H402, 27828H501, 27828H600

Item 3.

If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a(n):

(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	☐	Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);
(f)	☐	Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);
(g)	☐	Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);
(h)	☐	Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	☐	Church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	☐	A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J);
(k)	☐	Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________.

SCHEDULE 13G

Page 11 of 17 Pages

Item 4.

Ownership.

	(a)	Amount beneficially owned:

		1,012 shares deemed beneficially owned by Sunrise Partners Limited Partnership
		1,012 shares deemed beneficially owned by Paloma International L.P.
		1,012 shares deemed beneficially owned by Paloma Partners Management Company
		1,012 shares deemed beneficially owned by Paloma Partners Advisors LP
		1,012 shares deemed beneficially owned by Paloma Partners Advisors, Inc.
		1,012 shares deemed beneficially owned by Gregory Hayt
		1,012 shares deemed beneficially owned by S. Donald Sussman
	(b)	Percent of class:

		11.7% deemed beneficially owned by Sunrise Partners Limited Partnership
		11.7% deemed beneficially owned by Paloma International L.P.
		11.7% deemed beneficially owned by Paloma Partners Management Company
		11.7% deemed beneficially owned by Paloma Partners Advisors LP
		11.7% deemed beneficially owned by Paloma Partners Advisors, Inc.
		11.7% deemed beneficially owned by Gregory Hayt
		11.7% deemed beneficially owned by S. Donald Sussman
	(c)	Number of shares as to which the person has:

		The information set forth in Rows 5 through 11 on the cover page for the Reporting Person is hereby incorporated by reference into this Item 4(c).

Item 5.

Ownership of Five Percent or Less of a Class.

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐

	N/A

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

	N/A

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

	N/A

SCHEDULE 13G

Page 12 of 17 Pages

Item 8.

Identification and Classification of Members of the Group.

	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.

	N/A

Item 9.

Notice of Dissolution of Group.

	Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.

	N/A

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

SCHEDULE 13G

Page 13 of 17 Pages

SIGNATURE

After reasonable 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.

Dated: April 14, 2022

	SUNRISE PARTNERS LIMITED PARTNERSHIP

	By:	Paloma International L.P., parent holder

	By:	Paloma Partners Management Company, general partner

	By:

	/s/ DOUGLAS W. AMBROSE
	By:	Douglas W. Ambrose
	Title: Executive Vice President

	PALOMA INTERNATIONAL, L.P.

	By:	Paloma Partners Management Company, general partner

	By:

	/s/ DOUGLAS W. AMBROSE
	By:	Douglas W. Ambrose
	Title: Executive Vice President

	PALOMA PARTNERS MANAGEMENT COMPANY

	By:

	/s/ DOUGLAS W. AMBROSE
	By:	Douglas W. Ambrose
	Title: Executive Vice President

SCHEDULE 13G

Page 14 of 17 Pages

	PALOMA PARTNERS ADVISORS LP

	By:	Paloma Partners Advisors, Inc., general partner

	By:

	/s/ S. DONALD SUSSMAN
	By:	S. Donald Sussman
	Title: President

	PALOMA PARTNERS ADVISORS INC.

	By:

	/s/ S. DONALD SUSSMAN
	By:	S. Donald Sussman
	Title: President

	GREGORY HAYT

	/s/ GREGORY HAYT
	Gregory Hayt

	S. DONALD SUSSMAN

	/s/ S. DONALD SUSSMAN
	S. Donald Sussman

SCHEDULE 13G

Page 15 of 17 Pages

EXHIBIT INDEX

Exhibit	Page No.

Exhibit A – Joint Filing Agreement	16

SCHEDULE 13G

Page 16 of 17 Pages

Exhibit A

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

	April 14, 2022
		(Date)

	SUNRISE PARTNERS LIMITED PARTNERSHIP

	By:	Paloma International L.P., parent holder

	By:	Paloma Partners Management Company, general partner

	By:

	/s/ DOUGLAS W. AMBROSE
	By:	Douglas W. Ambrose
	Title: Executive Vice President

	PALOMA INTERNATIONAL, L.P.

	By:	Paloma Partners Management Company, general partner

	By:

	/s/ DOUGLAS W. AMBROSE
	By:	Douglas W. Ambrose
	Title: Executive Vice President

	PALOMA PARTNERS MANAGEMENT COMPANY

	By:

	/s/ DOUGLAS W. AMBROSE
	By:	Douglas W. Ambrose
	Title: Executive Vice President

SCHEDULE 13G

Page 17 of 17 Pages

	PALOMA PARTNERS ADVISORS LP

	By:	Paloma Partners Advisors, Inc., general partner

	By:

	/s/ S. DONALD SUSSMAN
	By:	S. Donald Sussman
	Title: President

	PALOMA PARTNERS ADVISORS INC.

	By:

	/s/ S. DONALD SUSSMAN
	By:	S. Donald Sussman
	Title: President

	GREGORY HAYT

	/s/ GREGORY HAYT
	Gregory Hayt

	S. DONALD SUSSMAN

	/s/ S. DONALD SUSSMAN
	S. Donald Sussman

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SEC Form SC 13G/A filed by Eaton Vance Limited Duration Income Fund (Amendment)

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