the Securities Act of 1933 |
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Pre-Effective Amendment No. |
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Post-Effective Amendment No. |
the Investment Company Act of 1940 |
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Amendment No. |
when declared effective pursuant to Section 8(c) of the Securities Act |
This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement]. |
This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ______. |
This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ______. |
This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: |
Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (the “Investment Company Act”)). |
Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act). |
Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act). |
A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form). |
Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act). |
Emerging Growth Company (as defined by Rule 12b-2 under the Securities and Exchange Act of 1934). |
☐ |
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 7(a)(2)(B) of the Securities Act. |
New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing). |
Item 25. |
Financial Statements And Exhibits |
Item 26. |
Marketing Arrangements |
Item 27. |
Other Expenses Of Issuance And Distribution |
Registration fee |
$ | 10,796 | ||
NYSE listing fee |
2,500 | |||
Accounting fees and expenses |
2,300 | |||
Legal fees and expenses |
110,000 | |||
FINRA fee |
11,077 | |||
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|
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Total |
$ | 136,673.32 | (1) |
(1) | Estimate is based on the aggregate estimated expenses to be incurred during a three year shelf offering period. |
Item 28. |
Persons Controlled By Or Under Common Control With The Registrant |
Item 29. |
Number Of Holders Of Shares |
Title Of Class |
Number Of Record Holders | |
Common Shares of Beneficial Interest |
27 |
Item 30. |
Indemnification |
• | Sections 10 and 11 of the Registrant’s Investment Management Agreement, a form of which is filed as Exhibit (g)(1) of this Registration Statement. |
Item 31. |
Business And Other Connections Of Investment Advisor |
Item 32. |
Location Of Accounts And Records |
Item 33. |
Management Services |
Item 34. |
Undertakings |
(1) | Not applicable. |
(2) | Not applicable. |
(3) | The securities being registered will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933. Accordingly, the Registrant undertakes: |
(a) | to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
(b) | that for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; |
(c) | to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and |
(d) | that, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
(e) | that for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of securities: The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser: (1) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act of 1933; (2) free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; (3) the portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities Act of 1933 relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and (4) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. |
(4) | If applicable: |
(a) | For the purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of a registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant under Rule 424(b)(1) under the Securities Act of 1933 shall be deemed to be part of the Registration Statement as of the time it was declared effective. |
(b) | For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof. |
(5) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference into the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(6) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. |
(7) | The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery within two business days of receipt of a written or oral request, any prospectus or Statement of Additional Information. |
BLACKROCK LIMITED DURATION INCOME TRUST | ||
By: | /s/ John M. Perlowski | |
John M. Perlowski | ||
President and Chief Executive Officer |
Signature |
Title | |||
/s/ John M. Perlowski |
Trustee, President and Chief Executive Officer | |||
(John M. Perlowski) |
(Principal Executive Officer) | |||
/s/ Trent Walker |
Chief Financial Officer | |||
(Trent Walker) |
(Principal Financial and Accounting Officer) | |||
C YNTHIA L. EGAN * |
Trustee | |||
(Cynthia L. Egan) |
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L ORENZO A. FLORES * |
Trustee | |||
(Lorenzo A. Flores) |
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S TAYCE D. HARRIS * |
Trustee | |||
(Stayce D. Harris) |
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J. P HILLIP HOLLOMAN * |
Trustee | |||
(J. Phillip Holloman) |
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R. G LENN HUBBARD * |
Trustee | |||
(R. Glenn Hubbard) |
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W. C ARL KESTER * |
Trustee | |||
(W. Carl Kester) |
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C ATHERINE A. LYNCH * |
Trustee | |||
(Catherine A. Lynch) |
A RTHUR P. STEINMETZ * |
Trustee | |||
(Arthur P. Steinmetz) |
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R OBERT FAIRBAIRN * |
Trustee | |||
(Robert Fairbairn) |
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*By: /s/ Janey Ahn |
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(Janey Ahn, Attorney-In-Fact) |
Exhibit Number |
Description | |
(h)(1) | Form of Distribution Agreement | |
(h)(2) | Form of Sub-Placement Agent Agreement | |
(l)(2) | Opinion and Consent of Counsel | |
(s)(3) | Calculation of Filing Fee Tables (Final Prospectus Dated August 8, 2025) |