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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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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
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Filed by a Party other than the Registrant o
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Check the appropriate box:
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o
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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EAGLE GROWTH AND INCOME 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
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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)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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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)
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Proposed maximum aggregate value of transaction:
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(5)
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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)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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SUPPLEMENT TO PROXY STATEMENT
FOR THE
SPECIAL MEETING OF SHAREHOLDERS
Originally Scheduled to be held
on January 21, 2020 and Adjourned to February 10, 2020
The following information
relates to the proxy statement dated November 29, 2019, along with the supplements dated December 18, 2019 and January 21, 2020
(the "Proxy Statement"), for Eagle Growth and Income Opportunities Fund (the "Fund") for use at the Special
Meeting of Shareholders of the Fund, and any adjournment or postponement thereof (the "Special Meeting"). The Special
Meeting was originally scheduled to be held on Tuesday, January 21, 2020, at 9:00 a.m., C.T., was initially adjourned to January
27, 2020, and has further been adjourned to Monday, February 10, 2020 at 9:00 a.m., C.T.
The Notice of
Special Meeting of Shareholders, Proxy Statement and a Proxy Card for the Fund are available to you on the Fund's website –
www.thlcreditegif.com. You are encouraged to review all of the information contained in the proxy materials before voting.
This supplement is
dated January 27, 2020 and is being mailed, on or about January 29, 2020, to all shareholders of record of the Fund at the close
of business on November 18, 2019 (the "Record Date").
SUPPLEMENTAL DISCLOSURE
The Special Meeting
has been adjourned to Monday, February 10, 2020, at 9:00 a.m., C.T., at the office of the Fund, 227 West Monroe Street, Suite 3200,
Chicago, IL 60606. Shareholders of record at the close of business on the Record Date will be entitled to vote at the adjourned
Special Meeting.
At the adjourned Special
Meeting, shareholders will be asked to approve a new advisory agreement between THL Credit Advisors LLC ("THL Credit")
and the Fund, along with a new sub-advisory agreement between THL Credit and Eagle Asset Management, Inc. ("Eagle") THL
Credit and Eagle continue to serve as the Fund's investment adviser and sub-investment adviser under interim investment advisory
and sub-advisory agreements. Additionally, shareholders will be asked to vote on the change in the Fund's termination date from
May 14, 2027 to May 14, 2024.
Although the substantial
majority of the Fund's shareholders who have voted their shares in connection with the Special Meeting have voted in favor of each
of these proposals, the Fund has not obtained the vote required to approve any of the proposals.
We encourage
shareholders to vote their proxies by calling the toll-free number or accessing the website listed on your proxy card or voting
instructions, or by returning a signed, dated, and marked proxy or voting instruction form in the postage-paid envelope as soon
as possible. For votes to be counted at the adjourned Special Meeting, those votes must be received prior to 11:59 PM EST
on February 9, 2020.
YOUR VOTE IS NEEDED!
We urge shareholders
who have not already voted or submitted a proxy for use at the Special Meeting to do so promptly. If you have already voted
or submitted a proxy, you do not need to take any further action, or you may change your vote or revoke your proxy with respect
to any of the proposals described in the Proxy Statement in any of the ways described in the Proxy Statement.
THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION
WITH THE PROXY STATEMENT.