| SCHEDULE 14A | ||
| (Rule 14a-101) | ||
| INFORMATION REQUIRED IN PROXY STATEMENT | ||
| SCHEDULE 14A INFORMATION | ||
| Proxy Statement Pursuant to Section 14(a) of the | ||
| Securities Exchange Act of 1934 (Amendment No. ) | ||
| Filed by the Registrant [X] | ||
| Filed by a Party other than the Registrant[ ] | ||
| Check the appropriate box: | ||
| [ ] Preliminary Proxy Statement | [ ] Confidential, For Use of the Commission | |
| Only (as permitted by Rule 14a-6(e)(2)) | ||
| [ ] Definitive Proxy Statement | ||
| [X] Definitive Additional Materials | ||
| [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 | ||
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| Eaton Vance Credit Opportunities Fund | ||
| (Name of Registrant as Specified in Its Charter) | ||
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| (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) | ||
| Payment of Filing Fee (Check the appropriate box): | ||
| [X] No fee required. | ||
| [ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11. | ||
| (1) Title of each class of securities to which transaction applies: | ||
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| (2) Aggregate number of securities to which transaction applies: | ||
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| (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount | ||
| on which the filing fee is calculated and state how it was determined): | ||
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| (4) Proposed maximum aggregate value of transaction: | ||
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| (5) Total fee paid: | ||
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| [ ] Fee paid previously with preliminary materials. | ||
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| [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the | ||
| offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule | ||
| and the date of its filing. | ||
| (1) Amount previously paid: | ||
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| (2) Form, Schedule or Registration Statement No.: | ||
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| (3) Filing Party: | ||
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| (4) Date Filed: | ||
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| QUESTIONS AND ANSWERS | |
| Regarding the Proposed Merger of Eaton Vance Credit Opportunities Fund (the “Fund”) | |
| into Eaton Vance Limited Duration Income Fund | |
| Answers to questions about the proposed merger should be reviewed along with the Fund’s proxy materials. | |
| Q: | Why did I receive a Proxy Statement? |
| A: | You are being asked to vote on an important matter related to your Fund. The Trustees of your Fund voted to |
| recommend a merger of the Fund into Eaton Vance Limited Duration Income Fund. Fund shareholders are | |
| being asked to consider the proposed merger and approve an Agreement and Plan of Reorganization at a | |
| special meeting originally scheduled to be held on Friday, January 22, 2010 at 3:00 p.m. Eastern time and | |
| adjourned to Friday, February 26, 2010 at 3:30 p.m., Eastern time, subject to further adjournments. | |
| The Trustees of your Fund recommend that you voteFORthe proposal. | |
| Q: | How will the proposed merger affect me? |
| A: | The Fund and Eaton Vance Limited Duration Income Fund have the same investment objectives and similar |
| policies and restrictions. If the proposed merger is approved and completed, as a common shareholder of the | |
| Fund, you will become a shareholder of Eaton Vance Limited Duration Income Fund common shares. If you are | |
| a holder of the Fund’s Auction Preferred Shares (“APS”), you will receive cash consideration equal to your APS | |
| holdings immediately prior to the merger. Please refer to the Proxy Statement/Prospectus for a detailed | |
| explanation of the proposed merger and for a more complete description of Eaton Vance Limited Duration | |
| Income Fund. | |
| Q: | What are the potential benefits of the proposed merger? |
| A: | Common shareholders of the Fund will benefit from the proposed merger because they will become common |
| shareholders of a larger, more diversified fund that has the same investment objectives and similar policies and | |
| restrictions as the Fund. Eaton Vance Limited Duration Income Fund also has lower total operating expenses. | |
| As noted above, holders of the Fund’s APS will receive cash in full liquidation of their APS holdings. | |
| Q: | Who do I call with any questions? |
| A: | If you need assistance, or have questions regarding the proposal or how to vote your shares, please call D.F. |
| King, your Fund’s proxy solicitor, toll-free at 800-714-3305. Please have your proxy materials available when | |
| you call. | |
| Q: | Why should I vote? |
| A: | Your vote is very important. We encourage you to return your vote as soon as possible. If the Fund does not |
| receive enough votes, it will have to spend money on additional mailings and to solicit votes by telephone so | |
| that the meeting can take place. In this event, you may receive telephone calls from the proxy solicitor in an | |
| attempt to obtain your vote. If you vote promptly, you likely will not receive such calls. | |
| Q: | How do I vote my shares? |
| A: | You can vote your shares by completing and signing the enclosed proxy card, then mailing it in the postage-paid |
| envelope provided. Alternatively, you can vote by telephone by calling the toll-free number on your proxy card | |
| or by computer by going to the internet address provided on your proxy card, and following the instructions | |
| given, using your proxy card as a guide. | |
| Q: | Will Eaton Vance contact shareholders? |
| A: | Eaton Vance or its agents may contact shareholders directly. D.F. King is the proxy solicitor and may call you, |
| the shareholder, to verify that you have received proxy materials, to answer any questions that you may have | |
| and to offer to record your vote by telephone. If you vote promptly, you likely will not receive such calls. | |
| Important additional information about the proposal is set forth in the Proxy Statement/Prospectus. | |
| Please read it carefully. | |