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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Download the transcript of Tom Faust’s discussion of the shareholder proxy vote. 

[VIDEO Script] 

The Importance of Voting Your Proxy 

Hello.  I’m Tom Faust, Chairman and CEO of Eaton Vance and Trustee of the Eaton Vance family of funds. 

I’d like to talk briefly about the importance of voting the fund shareholder proxy materials you receive.     

These votes cover important matters about the operation  of the fund.  As a shareholder, you have the right to be heard. 

Even when you don’t have a strong view on a particular matter, your vote is still important.   

If sufficient shareholders to constitute a quorum don’t vote, then we must actively solicit additional votes through follow up mailings and phone calls to shareholders who have not responded.  

The cost of a lengthy proxy solicitation can be substantial, and is typically an expense of the fund. 

So ultimately it is you, the shareholder, who pays for it.  

That’s why it’s so important to vote, and to vote early. 

Voting is easy.  You can cast your vote on our Web site at eatonvance.com, you can vote by mail, or you can call in your vote.  All of the information you need can be found in the proxy mailing you receive. 

So please – if you have not already done so– take the time to carefully review your fund’s proxy materials, and cast your vote today.   

You’ll be glad you did. 

Thank you.    

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 scheduled to be held on Friday, January 22, 2010 at 3:00 p.m. Eastern time.
	The Trustees of your Fund recommend that you vote FOR the 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.

Telephone Script

D. F. King & Co., Inc.

Eaton Vance Credit Opportunities

Fund

Introduction

SCREEN 1:

Hello, my name is [STATE YOUR FIRST AND LAST NAME] and I’m calling
on behalf of the Eaton Vance Credit Opportunities Fund. May I speak with
Mr./Mrs./Ms. [SHAREHOLDER’S LAST NAME]?

[ONCE SHAREHOLDER IS ON THE LINE]

Mr./Mrs. /Ms. [SHAREHOLDER’S LAST NAME] my name is [STATE YOUR
FIRST AND LAST NAME] and I’m calling on a recorded line on behalf of
Eaton Vance regarding your investment in the Credit Opportunities Fund.

Recently, you were mailed a proxy statement, along with a proxy card to cast
your vote at the upcoming Special Meeting of Shareholders to be held on
January 22^nd. The tabulator for the Special Meeting has yet to receive your vote.
Therefore, I’m calling to ask if you would be willing to vote your shares by
telephone with me now?

IF THEY DID NOT RECEIVE PROXY MATERIAL – Help the
shareholder obtain the material he/she requires. If a NOBO, give him/her
the 800# and have them call back when they receive the material. If
registered, we will send the materials directly. In either case, make sure
the address is correct, make any necessary corrections, and code the
disposition as “14” or “15”.

IF YES – Would you like to vote your shares as recommended by the Board of
Trustees of the Fund in which you’ve invested on the proposal?

Just to confirm, you have voted with the recommendation of the Board on the
proposal. Is that correct?

IF YES – Thank you. I’ve recorded your vote as recommended by the

Board on the proposal. We’ll send a written confirmation of this vote to
you at your address of record. For confirmation purposes, please tell me
your city, state and zip code?

If the city, state and zip code are correct:

Thank you for your time and your vote Mr./Mrs./Ms.
[SHAREHOLDER’S LAST NAME]. Have a good
[DAY/AFTERNOON/EVENING]. END CALL.

If the city, state and zip code are NOT correct:

Mr./Mrs./Ms.[SHAREHOLDER’S LAST NAME] the city, state
and/or zip code that you just recited for me doesn’t match our
records and, therefore, I can’t take your vote by telephone.
Instead, I must urge you to complete, sign, date and return your
proxy card at your earliest convenience, or vote your shares by
touch-tone telephone or on the Internet by following the
instructions provided on your proxy card or voting instruction
form. Thank you for your time and have a good
[DAY/AFTERNOON/EVENING]. END CALL.

IF NO – [REFER TO APPROPRIATE REBUTTAL AND CONCLUDE BY
ASKING IF UPON REFLECTION THE SHAREHOLDER WOULD LIKE
YOU TO RECORD A VOTE CONSISTENT WITH THE BOARD’S
RECOMMENDATIONS ON ALL PROPOSALS.]

IF YES – Thank you. I’ve recorded your vote as recommended by the
Board on the proposal. We’ll send a written confirmation of this vote to
you at your address of record. For confirmation purposes, please tell me
your city, state and zip code?

If the city, state and zip code are correct:

Thank you for your time and your vote Mr./Mrs./Ms.
[SHAREHOLDER’S LAST NAME]. Have a good
[DAY/AFTERNOON/EVENING]. END CALL.

If the city, state and zip code are NOT correct:

Mr./Mrs./Ms.[SHAREHOLDER’S LAST NAME] the city, state
and/or zip code that you just recited for me doesn’t match our
records and, therefore, I can’t take your vote by telephone.
Instead, I must urge you to complete, sign, date and return your
proxy card at your earliest convenience, or vote your shares by
touch-tone telephone or on the Internet by following the
instructions provided on your proxy card or voting instruction
form. Thank you for your time and have a good
[DAY/AFTERNOON/EVENING]. END CALL.

IF STILL NO - Okay, I can still help. Would you like to vote contrary

to the recommendations of the Board on all matters at the meeting?

AGAINST ALL – Thank you. I have recorded a vote contrary to
the recommendation of the Board on the proposal. We’ll send a
written confirmation of this vote to you at your address of record.
For confirmation purposes, please tell me your city, state and zip
code.

If the city, state and zip code are correct:

Thank you for your time and your vote Mr./Mrs./Ms.
[SHAREHOLDER’S LAST NAME]. Have a good
[DAY/AFTERNOON/EVENING]. END CALL.

If the city, state and zip code are NOT correct:

Mr./Mrs./Ms. [SHAREHOLDER’S LAST NAME] the city, state
and/or zip code that you just recited for me doesn’t match our
records and, therefore, I can’t take your vote by telephone.
Instead, I must urge you to complete, sign, date and return your
proxy card at your earliest convenience, or vote your shares by
touch tone telephone or on the Internet by following the
instructions provided on your proxy card or voting instruction
form. Thank you for your time and have a good
[DAY/AFTERNOON/EVENING]. END CALL.

IF NO (I.E., THEY JUST WON’T VOTE) – I’m sorry for that. If you
change your mind and would like us to assist you in voting by telephone,
please call us back toll-free at 1-800-714-3305 at anytime between 10:00
AM and 11:00 PM (Eastern Standard Time) weekdays or between Noon
and 6:00 PM on Saturdays. Or you can vote at any time by completing,
signing, dating and returning your proxy card or voting instruction form
using the postage-paid envelope provided, or by touch-tone telephone or
on the Internet by following the instructions provided on your proxy card
or voting instruction form. Thank you for your time and have a good
[DAY/AFTERNOON/EVENING]. END CALL.

EATON VANCE CREDIT OPPORTUNITIES FUND
REBUTTALS

SH states			Response
			I understand Mr./Mrs. Is your wife/husband available to speak with me?
“My spouse takes care of
it.”			(If wife/husband is unavailable)
			CSR: “ Mr./ Mrs. your vote is very important to the Fund, as your wife/husband is unavailable, I
			would be more than happy to assist you with voting by reviewing the proposal. This would only
			take a brief moment of your time.”
“I don’t know how to			The Fund’s Board has reviewed the proposal and believes the proposal is in the best interest of the
vote	”		Fund and its shareholders. The Board is recommending shareholders vote FOR the proposal. Would
			you have any objections to voting along with the recommendation of your Board?
“I don’t know the			I would be happy to review the proposal with you. (Refer to the proxy statement definition of the
proposal…”			proposal).
"My broker takes care of			I understand that your Broker may help you choose the funds you invest in, however the proposal
it "			for this proxy requires a direct vote from the shareholder and cannot be voted by your Broker. I
			can go over the proposal quickly for you now if you wish.
“I don’t have the time			I understand Mr. / Mrs. / Miss	, however, your vote is very important. Voting now will only
right now …”			take a brief moment of your time. Would you have any objections to voting along with the
			recommendation of the Fund’s Board?
“I don’t have enough			Mr. / Mrs. / Miss. every vote is important to the Fund and helps bring the Fund a step closer to
shares to vote		”	holding the meeting. If not enough votes are received, the shareholder meeting may have to be
			adjourned. Would you have any objections to voting along with the recommendation of the Fund’s
			Board?
“I sold my shares / I no			I understand, however you were a shareholder as of the record date and therefore you are the only
longer own shares in			person who can vote those shares. As a courtesy to the remaining shareholders, would you have
that Fund”			any objections to voting along with the recommendation of the Fund’s Board?
Mutual Fund Rebuttals			Revised Mar 1 / 06		p. 1 of 3

SH states	Response
"I've already mailed in	1. If the shareholder's vote shows as ‘Tabulator Received’ or as Voted in Proxy 01, then simply
my proxy"	thank them for voting and disposition as HAS.
	2. If the shareholder’s vote does not yet show in Proxy 01 then continue
	“Thank you for voting. Our records indicate that your vote has not yet been updated in our system.
	If you wish, I can record your vote for you now and send you a printed confirmation to confirm your
	vote has been recorded.”
	If s/h says “Yes”, then continue by asking for the vote as per the script:
	“The Fund’s Board is recommending shareholders vote FOR the proposal. Would you have any
	objections to voting along with the recommendation of the Board?”
“The meeting date is so	I understand. We were calling today because the Fund’s Board would like to hear from all
far away, there is plenty	shareholders on this matter. Your Fund has asked us to call to offer you the convenience of voting
of time – I’ll vote later”	over the phone, which makes the voting process much easier and faster.
	The Fund’s Board has reviewed the proposal and is recommending that shareholders vote
	FOR the proposal because they believe the proposal is in the best interest of the Fund and its
	shareholders.
Would you like to vote along with the recommendation of the Board?
After asking 'Would you	Do NOT at this point ask 'Do you want to vote against or simply not vote?'.
have any objections to
voting along with the	Respond as below:
recommendation of your
Board?'	The Fund’s Board has reviewed the proposal and is recommending that shareholders vote FOR the
	proposal because they believe the proposal is in the best interest of the Fund and its shareholders.
– if the shareholder	Would you like to vote along with the recommendation of the Board?
simply says ‘Yes’.
Mutual Fund Rebuttals	Revised Mar 1 / 06	p. 2 of 3

SH States	Response
“Why are you calling	Eaton Vance Credit Opportunities Fund has asked us to contact you because we sent you a proxy
me?” # 1	card to register your vote for the upcoming shareholder meeting and haven’t received it back, so
	we’re calling to encourage you to vote your shares. Mr. / Mrs. / Miss        would you have any
	objections to voting along with the recommendation of the Fund’s Board?
“Why are you calling	The Fund’s Board would like to hear from all shareholders on this matter and your Fund has asked
me?” # 2 (to use if the	us to call to offer you the convenience of voting over the phone. This makes your voting process
first answer does not	much easier and faster. Mr. / Mrs. / Miss           would you have any objections to voting along with
satisfy the shareholder).	the recommendation of the Board?
“I don’t want to vote”	Mr. / Mrs. / Miss.	your vote is very important to the Fund. A certain percentage of votes must be
or	received before the meeting can be held. Would you have any objections to voting along with the
“I never vote …”	recommendation of the Fund’s Board?
“I don't accept these	I am sorry for any inconvenience and would be more than happy to add you to our internal Do Not
types of calls.”	Call List, However, I did want to let you know that this call is in regards to your current investment
	in Eaton Vance Credit Opportunities Fund and we are simply calling to advise you of a shareholders
	meeting and are asking if you would like to register your vote?
“How many votes do you	I have limited information on that. What I do know is that every vote is important at this point and
still need?”	that is why we are calling you and other shareholders to ask if you would have any objections to
	voting along with the recommendation of the Fund’s Board?
“Is there strong	Not to my knowledge. We are just calling because not enough votes have been received to hold the
opposition to the Board’s	meeting and so we are calling to ask if you’d like to vote along with the recommendation of the
recommendation?	Fund’s Board?
“I’ve never received a	I see. This has become a standard in the industry, and the proxy statement that was sent to you,
call like this before”	mentions that if your vote is not received, you may receive a call offering you the convenience of
	voting by telephone. The Fund’s Board is recommending shareholders vote in favor of the
	proposal. Would you have any objections to voting along with the recommendation of the Board?
Mutual Fund Rebuttals	Revised Mar 1 / 06		p. 3 of 3

Eaton Vance Credit Opportunities Fund
Answering Machine Message

Hello. I’m calling regarding your investment in the Eaton Vance Credit Opportunities Fund. You should have recently received proxy materials in the mail concerning the Company’s January 22, 2010 Special Meeting of Shareholders.

Your vote is important. Please sign, date and promptly mail your proxy in the postage-paid envelope provided.

Internet or touch-tone telephone voting also is available. Please follow the instructions included with your proxy materials.

If you have any questions, require assistance or need new proxy materials, please call

D.F. King, which is assisting your Fund, at 1-800-714-3305.

Thank you.