SC TO-I/A

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 2, 2021

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 Short Duration Diversified Income Fund

(Name of Subject Company (Issuer))

Eaton Vance Short Duration Diversified Income Fund

(Name of Filing Person (Issuer))

Common Shares of Beneficial Interest, $.01 par value

(Title of Class of Securities)

27828V104

(CUSIP Number of Class of Securities)

Deidre E. Walsh

Eaton Vance Management

Two International Place

Boston, Massachusetts 02110

(617) 672-8579

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

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

Calculation of Filing Fee
Transaction Valuation	Amount Of Filing Fee
$60,507,936.86(a)	$6,601.42(b)

(a) Estimated for purposes of calculating the amount of the filing fee only. Pursuant to Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended, the Transactional Value was calculated by multiplying 4,470,149 shares in the offer (25% of the total number of common shares outstanding) by $13.5360 (99% of the net asset value per share of $13.6727 as of the close of regular trading on the New York Stock Exchange on June 23, 2021).

(b) Calculated at $109.10 per $1,000,000 of the Transaction Valuation.

[x] 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: $6,601.42	Filing Party: Eaton Vance Short Duration Diversified Income Fund
Form of Registration No.: Schedule TO	Date Filed:   June 29, 2021

[_] 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. [_]

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

[_] Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

[_] Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

EXPLANATORY NOTE

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Tender Offer Statement on the Schedule TO initially filed with the Securities and Exchange Commission (the “SEC”) on June 29, 2021 by Eaton Vance Short Duration Diversified Income Fund, a closed-end management investment company (the “Fund”) in connection with the Fund’s offer to purchase for cash up to 25% or 4,470,149 of its issued and outstanding common shares of beneficial interest at a purchase price equal to 99% of the Fund’s net asset value per share as of the close of regular trading on the New York Stock Exchange on July 30, 2021, upon the terms and subject to the conditions set forth in the Fund’s Offer to Purchase dated June 29, 2021 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal,” which together with the Offer to Purchase constitute the “Offer”).

This Amendment No. 1 to Schedule TO is intended to satisfy the requirements pursuant to Rule 13e-4(c)(3) of the Exchange Act.

The information in the Offer to Purchase and the Letter of Transmittal, previously filed with the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, is incorporated by reference into this Amendment No. 1 in answer to Items 1 through 9 and Item 11 of the Schedule TO.

Item 10.

Not applicable.

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:

(a)(5)(ii) Press Release issued on August 2, 2021.

Item 13.

Not applicable.

Signature

After due 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.

Eaton Vance Short Duration Diversified Income Fund
By:	/s/ Eric A. Stein
Name:	Eric A. Stein
Title:	President

Dated as of August 2, 2021

Exhibit Index

Exhibit No.	Document
(a)(1)(i)	Offer to Purchase dated June 29, 2021.1
(a)(1)(ii)	Letter of Transmittal.1
(a)(1)(iii)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.1
(a)(1)(iv)	Letter to Clients for us by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.1
(a)(1)(v)	Form of Notice of Withdrawal.1
(a)(5)(i)	Press Release issued on June 29, 2021.1
(a)(5)(ii)	Press Release issued on August 2, 2021.
(b)(i)	Form of Amended and Restated Credit Agreement between Eaton Vance Short Duration Diversified Income Fund, State Street Bank and Trust Company and Other Lending Institutions.1

¹ Previously filed on Schedule TO via EDGAR on June 29, 2021 and incorporated herein by reference.

EX-99.(A)(5)(II)

Investor Contact: (800) 262-1122

FOR IMMEDIATE RELEASE

CERTAIN EATON VANCE CLOSED-END FUNDS

ANNOUNCE PRELIMINARY RESULTS OF TENDER OFFERS

BOSTON, MA, August 2, 2021 — Eaton Vance Short Duration Diversified Income Fund (NYSE: EVG), Eaton Vance Floating-Rate Income Trust (NYSE: EFT), Eaton Vance Senior Floating-Rate Trust (NYSE: EFR) and Eaton Vance Senior Income Trust (NYSE: EVF) (each, a “Fund” and, collectively, the “Funds”) each announced today the preliminary results of the Fund’s cash tender offer for its outstanding common shares that expired at 5:00 P.M. Eastern Time on July 30, 2021 (each, a “Tender Offer” and, collectively, the “Tender Offers”). For each Tender Offer, the below table shows (i) the number of shares the Fund has offered to purchase; (ii) the number of shares that were properly tendered by Fund shareholders; and (iii) the purchase price of properly tendered shares.

Fund	Shares Offered to Purchase Pursuant to the Tender Offer	Shares Properly Tendered	Purchase Price of Properly Tendered Shares*
EVG	Up to 4,470,149 shares, or 25% of its outstanding common shares	8,503,906	$13.3964
EFT	Up to 19,931,845 shares, or 50% of its outstanding common shares	11,568,482	$14.3281
EFR	Up to 18,424,157 shares, or 50% of its outstanding common shares	8,712,234	$14.1136
EVF	Up to 22,719,965 shares, or 60% of its outstanding common shares	20,330,291.438	$6.7897

* Equal to 99% of the relevant Fund’s net asset value per share as of the close of regular trading on the New York Stock Exchange (NYSE) on July 30, 2021 (the date the Tender Offer expired).

Under the terms and conditions of each Fund’s Tender Offer, if the number of shares properly tendered exceeds the number of shares offered to purchase, the Fund will purchase shares properly tendered on a pro-rata basis (disregarding fractional shares). Based on the preliminary results shown above, EFT, EFR and EVF expect to purchase all shares properly tendered and EVG expects to purchase a pro-rata allocation of the shares properly tendered.

The above-indicated results are based on preliminary information provided by American Stock Transfer & Trust Company, LLC, the depositary for each Tender Offer, are subject to adjustment and should not be regarded as final. Each Fund currently expects to announce the final results of its Tender Offer on or about August 3, 2021.

The information agent for each Tender Offer is AST Fund Solutions, LLC. Any questions with regard to any of the Tender Offers may be directed to the information agent toll-free at 1-877-732-3614.

About the Funds

Eaton Vance applies in-depth fundamental analysis to the active management of equity, income, alternative and multi-asset strategies. Eaton Vance’s investment teams follow time-tested principles of investing that emphasize ongoing risk management, tax management (where applicable) and the pursuit of consistent long-term returns. The firm’s investment capabilities encompass the global capital markets. With a history dating back to 1924, Eaton Vance is headquartered in Boston and also maintains investment offices in New York, London, Tokyo and Singapore. For more information, visit evmanagement.com. Eaton Vance is a part of Morgan Stanley Investment Management, the asset management division of Morgan Stanley.

Except pursuant to a tender offer, common shares of the Funds are only available for purchase or sale on the NYSE at their current market price. Shares of closed-end funds (such as the Funds) often trade at a discount from their net asset value. The market price of a fund’s shares may vary from net asset value based on factors affecting the supply and demand for shares, such as fund distribution rates relative to similar investments, investors’ expectations for future distribution changes, the clarity of a fund’s investment strategy and future return expectations, and investors’ confidence in the underlying markets in which the fund invests. Fund shares are subject to investment risk, including possible loss of principal invested. Shares of the Funds are not FDIC-insured and are not deposits or other obligations of, or guaranteed by, any bank. Each Fund is not a complete investment program and you may lose money investing in the Fund. An investment in a Fund may not be appropriate for all investors. Before investing, prospective investors should consider carefully such Fund’s investment objectives, risks, charges and expenses.

This press release is for informational purposes only and is not intended to, and does not, constitute an offer to purchase or sell shares of a Fund. Additional information about the Funds, including performance and portfolio characteristic information, is available at www.eatonvance.com.

Statements in this press release that are not historical facts may be forward-looking statements, as defined by the U.S. securities laws. You should exercise caution in interpreting and relying on forward-looking statements because they are subject to uncertainties and other factors that may be 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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