EX-99.(17)(B) 30 exhibit17b.htm exhibit17b.htm - Generated by SEC Publisher for SEC Filing

EXHIBIT (17)(b)

  PROXY TABULATOR
P.O. BOX 859232
BRAINTREE, MA 02185-9232

EVERY SHAREHOLDER’S VOTE IS IMPORTANT
*** 3 EASY WAYS TO VOTE YOUR PROXIES ***

VOTE BY PHONE   VOTE ON THE INTERNET   VOTE BY MAIL
1) Read the Proxy Statement and have this card            1) Read the Proxy Statement and have this card              1) Read the Proxy Statement
     at hand            at hand       2) Check the appropriate boxes on this proxy
2) Call 1-800-[                   ]   2) Go to www.[                ]        card
3) Enter control number shown on this proxy   3) Enter control number shown on this proxy   3) Sign and date this proxy card
     card and follow the simple instructions        card and follow the on-screen instructions   4) Mail your completed proxy card in the
4) Keep this card for your records   4) Keep this card for your records        enclosed envelope


Eaton Vance Credit Opportunities Fund

SPECIAL MEETING OF SHAREHOLDERS
November 13, 2009
PROXY SOLICITED ON BEHALF OF BOARD OF TRUSTEES

The undersigned holder of shares of beneficial interest of the above-referenced Fund (the “Fund”), hereby appoints, BARBARA E. CAMPBELL, MAUREEN A. GEMMA, DAN A. MAALOULY, SCOTT H. PAGE and PAYSON F. SWAFFIELD, and each of them, with full power of substitution and revocation, as proxies to represent the undersigned at the Special Meeting of Shareholders of the Fund to be held at the principal office of the Fund, Two International Place, Boston, Massachusetts, 02110 on Friday, November 13, 2009 at 3:00 P.M., Eastern Standard Time, and at any and all adjournments thereof, and to vote all shares of beneficial interest of the Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions on this proxy.

Dated:__________________

PLEASE VOTE, DATE, SIGN AND PROMPTLY RETURN
IN THE ACCOMPANYING ENVELOPE.
NO POSTAGE REQUIRED IF MAILED IN THE U.S.

________________________________________
Signature(s)

Note: Please sign this proxy as your name appears on the books of the Fund. Joint
owners should each sign personally. Trustees and other fiduciaries should indicate
the capacity in which they sign, and where more than one name appears, a majority
must sign. If a corporation, this signature should be that of an authorized officer
who should state his or her title.


WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSALS SET FORTH BELOW AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE SPECIAL MEETING AND ANY ADJOURNMENTS THEREOF. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING NOTICE OF SPECIAL MEETING AND PROXY STATEMENT.

Please fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS.  [ X ]

THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:            
 
    FOR   AGAINST   ABSTAIN
 
1. To approve the Agreement and Plan of Reorganization between Eaton Vance            
   Credit Opportunities Fund (the “Acquired Fund”) and Eaton Vance Limited   [   ]   [   ]   [   ]
    Duration Income Fund, the termination of the Acquired Fund’s registration under                          
    the Investment Company Act of 1940, as amended, and the dissolution of the            
    Acquired Fund under applicable state law, as described in the accompanying            
    proxy statement/prospectus.            

NOTE ADDRESS CHANGE: ____________________________  
____________________________
____________________________

PLEASE SIGN ON REVERSE SIDE