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| | SCHEDULE 14A | |
| | (Rule 14a-101) | |
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| INFORMATION REQUIRED IN PROXY STATEMENT |
| | SCHEDULE 14A INFORMATION | |
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| Proxy Statement Pursuant to Section 14(a) of the |
| Securities Exchange Act of 1934 (Amendment No. ) | |
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| Filed by the Registrant [X] | | |
| Filed by a Party other than the Registrant[ ] | |
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| 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 | |
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| | (Name of Registrant as Specified in Its Charter) | |
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| (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) |
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| 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. | |
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| (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. | | |
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| (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. |
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| 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. |
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| | 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. |
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| 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. |
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| 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. |
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| | Important additional information about the proposal is set forth in the Proxy Statement/Prospectus. |
| Please read it carefully. |
