| Item 1. | |
| (a) | Name of issuer:
Eaton Vance Ltd Duration Income Fund |
| (b) | Address of issuer's principal executive offices:
ONE POST OFFICE SQUARE, BOSTON, MASSACHUSETTS, 02109. |
| Item 2. | |
| (a) | Name of person filing:
1: Morgan Stanley 2: Morgan Stanley & Co. LLC |
| (b) | Address or principal business office or, if none, residence:
1: 1585 Broadway, New York, NY 10036 ;2: 1585 Broadway, New York, NY 10036 |
| (c) | Citizenship:
1: Delaware 2: Delaware |
| (d) | Title of class of securities:
Auction Preferred Stock |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) |  Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A 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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s).
*The number of shares reported herein represents combined holdings
in multiple series of auction rate preferred securities of the
Issuer, which are treated herein as one class of securities in
accordance with the Securities and Exchange Commission's Auction Rate
Securities -- Global Exemptive Relief no-action letter issued on
September 22, 2008. |
| (b) | Percent of class:
0.0 %
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| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
See the response(s) to Item 5 on the attached cover page(s).
|
| | (ii) Shared power to vote or to direct the vote:
See the response(s) to Item 6 on the attached cover page(s).
|
| | (iii) Sole power to dispose or to direct the disposition of:
See the response(s) to Item 7 on the attached cover page(s).
|
| | (iv) Shared power to dispose or to direct the disposition of:
See the response(s) to Item 8 on the attached cover page(s).
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(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.
See Exhibit 99.2 |
| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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