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SCHEDULE 14A
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(Rule 14a-101)
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INFORMATION REQUIRED IN PROXY STATEMENT
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SCHEDULE 14A INFORMATION
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Proxy Statement Pursuant to Section 14(a) of the
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Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant [X]
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Filed by a Party other than the Registrant
[ ]
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Check the appropriate box:
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[ ] Preliminary Proxy Statement
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[ ] Confidential, For Use of the Commission
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Only (as permitted by Rule 14a-6(e)(2))
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[ ] Definitive Proxy Statement
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[X] Definitive Additional Materials
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[ ] 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):
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[X] No fee required.
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[ ] 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
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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
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offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule
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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
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Regarding the Proposed Merger of Eaton Vance Credit Opportunities Fund (the “Fund”)
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into Eaton Vance Limited Duration Income Fund
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Answers to questions about the proposed merger should be reviewed along with the Fund’s proxy materials.
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Q:
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Why did I receive a Proxy Statement?
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A:
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You are being asked to vote on an important matter related to your Fund. The Trustees of your Fund voted to
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recommend a merger of the Fund into Eaton Vance Limited Duration Income Fund. Fund shareholders are
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being asked to consider the proposed merger and approve an Agreement and Plan of Reorganization at a
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special meeting originally scheduled to be held on Friday, January 22, 2010 at 3:00 p.m. Eastern time and
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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 vote
FOR
the proposal.
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Q:
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How will the proposed merger affect me?
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A:
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The Fund and Eaton Vance Limited Duration Income Fund have the same investment objectives and similar
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policies and restrictions. If the proposed merger is approved and completed, as a common shareholder of the
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Fund, you will become a shareholder of Eaton Vance Limited Duration Income Fund common shares. If you are
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a holder of the Fund’s Auction Preferred Shares (“APS”), you will receive cash consideration equal to your APS
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holdings immediately prior to the merger. Please refer to the Proxy Statement/Prospectus for a detailed
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explanation of the proposed merger and for a more complete description of Eaton Vance Limited Duration
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Income Fund.
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Q:
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What are the potential benefits of the proposed merger?
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A:
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Common shareholders of the Fund will benefit from the proposed merger because they will become common
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shareholders of a larger, more diversified fund that has the same investment objectives and similar policies and
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restrictions as the Fund. Eaton Vance Limited Duration Income Fund also has lower total operating expenses.
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As noted above, holders of the Fund’s APS will receive cash in full liquidation of their APS holdings.
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Q:
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Who do I call with any questions?
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A:
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If you need assistance, or have questions regarding the proposal or how to vote your shares, please call D.F.
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King, your Fund’s proxy solicitor, toll-free at 800-714-3305. Please have your proxy materials available when
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you call.
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Q:
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Why should I vote?
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A:
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Your vote is very important. We encourage you to return your vote as soon as possible. If the Fund does not
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receive enough votes, it will have to spend money on additional mailings and to solicit votes by telephone so
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that the meeting can take place. In this event, you may receive telephone calls from the proxy solicitor in an
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attempt to obtain your vote. If you vote promptly, you likely will not receive such calls.
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Q:
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How do I vote my shares?
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A:
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You can vote your shares by completing and signing the enclosed proxy card, then mailing it in the postage-paid
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envelope provided. Alternatively, you can vote by telephone by calling the toll-free number on your proxy card
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or by computer by going to the internet address provided on your proxy card, and following the instructions
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given, using your proxy card as a guide.
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Q:
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Will Eaton Vance contact shareholders?
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A:
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Eaton Vance or its agents may contact shareholders directly. D.F. King is the proxy solicitor and may call you,
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the shareholder, to verify that you have received proxy materials, to answer any questions that you may have
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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.
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Please read it carefully.
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