Eaton Vance Municipal Income Trust

DEF 14A 1 proxymit.htm 9 CLOSED-END FUNDS DEFINITIVE PROXY DTD 1-27-06 HTML PUBLIC "proxymit.pdf" proxymit.pdf -- Converted by SECPublisher 4.0, created by BCL Technologies Inc., for SEC Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

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. )

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[ ] Soliciting Material Pursuant to Section
240.14a-12

-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------	Eaton Vance Municipal Income Trust	Eaton Vance New Jersey Municipal Income Trust
	Eaton Vance California Municipal Income Trust	Eaton Vance New York Municipal Income Trust
	Eaton Vance Florida Municipal Income Trust	Eaton Vance Ohio Municipal Income Trust
	Eaton Vance Massachusetts Municipal Income Trust	Eaton Vance Pennsylvania Municipal Income Trust
	Eaton Vance Michigan Municipal Income Trust
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Charter)
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| Eaton Vance California Municipal Income
Trust | Eaton Vance Municipal Income Trust |
| --- | --- |
| Eaton Vance Florida Municipal Income Trust | Eaton Vance New Jersey Municipal Income
Trust |
| Eaton Vance Massachusetts Municipal Income
Trust | Eaton Vance New York Municipal Income Trust |
| Eaton Vance Michigan Municipal Income Trust | Eaton Vance Ohio Municipal Income Trust |
| Eaton Vance Pennsylvania Municipal
Income Trust | |

The Eaton Vance Building 255 State Street Boston, Massachusetts 02109

January 27, 2006

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of your Fund, which will be held at The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109, on Friday, March 24, 2006 at 2:30 P.M. (Boston time).

At this meeting, you will be asked to consider the election of Trustees. The enclosed proxy statement contains additional information.

We hope that you will be able to attend the meeting. Whether or not you plan to attend and regardless of the number of shares you own, it is important that your shares be represented. We urge you to complete, sign and date the enclosed proxy card and return it in the enclosed postage-paid envelope as soon as possible to assure that your shares are represented at the meeting.

| /s/ Cynthia
J. Clemson | /s/ Robert B.
MacIntosh |
| --- | --- |
| Cynthia J.
Clemson | Robert B.
MacIntosh |
| Co-Director | Co-Director |
| Municipal
Investments | Municipal
Investments |

YOUR VOTE IS IMPORTANT PLEASE RETURN YOUR PROXY CARD PROMPTLY

It is important that your shares be represented at the Annual Meeting. Whether or not you plan to attend in person, you are requested to complete, sign and return the enclosed proxy card as soon as possible. You may withdraw your proxy if you attend the Annual Meeting and desire to vote in person.

| Eaton Vance California Municipal Income
Trust | Eaton Vance Municipal Income
Trust |
| --- | --- |
| Eaton Vance Florida Municipal Income Trust | Eaton Vance New Jersey Municipal
Income Trust |
| Eaton Vance Massachusetts Municipal Income
Trust | Eaton Vance New York Municipal
Income Trust |
| Eaton Vance Michigan Municipal Income Trust | Eaton Vance Ohio Municipal Income
Trust |
| Eaton Vance Pennsylvania Municipal
Income Trust | |

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To Be Held Friday, March 24, 2006

The Annual Meeting of Shareholders of each of the above registered investment companies, each a Massachusetts business trust (collectively the Funds), will be held at the principal office of each Fund, The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109, on Friday, March 24, 2006 at 2:30 P.M. (Boston time), for the following purposes:

| 1. | To elect four Class I Trustees of each
Fund. |
| --- | --- |
| 2. | To consider and act upon any other matters
that may properly come before the meeting and any adjourned or postponed
session thereof. |

Each Fund will hold a separate meeting. Shareholders of each Fund will vote separately.

The Board of Trustees of each Fund has fixed the close of business on January 16, 2006 as the record date for the determination of the shareholders of a Fund entitled to notice of and to vote at the meeting and any adjournments or postponement(s) thereof.

By Order of each Board of Trustees

/s/ Alan R. Dynner

Alan R. Dynner
Secretary

January 27, 2006 Boston, Massachusetts

IMPORTANT

Shareholders can help the Board of Trustees of their Fund avoid the necessity and additional expense to the Fund of further solicitations to obtain a quorum by promptly returning the enclosed proxy. The enclosed addressed envelope requires no postage if mailed in the United States and is intended for your convenience.

The Eaton Vance Building 255 State Street Boston, Massachusetts 02109

PROXY STATEMENT

A proxy is enclosed with the foregoing Notice of the Annual Meetings of Shareholders of Eaton Vance California Municipal Income Trust (the California Fund), Eaton Vance Florida Municipal Income Trust (the Florida Fund), Eaton Vance Massachusetts Municipal Income Trust (the Massachusetts Fund), Eaton Vance Michigan Municipal Income Trust (the Michigan Fund), Eaton Vance Municipal Income Trust (the Municipal Fund), Eaton Vance New Jersey Municipal Income Trust (the New Jersey Fund), Eaton Vance New York Municipal Income Trust (the New York Fund), Eaton Vance Ohio Municipal Income Trust (the Ohio Fund) and Eaton Vance Pennsylvania Municipal Income Trust (the Pennsylvania Fund) (collectively the Funds) to be held March 24, 2006, for the benefit of shareholders who do not expect to be present at the meeting. This proxy is solicited on behalf of the Board of Trustees of each Fund and is revocable by the person giving it prior to exercise by a signed writing filed with the Funds Secretary or by executing and delivering a later dated proxy or by attending the meeting and voting the shares in person. Each proxy will be voted in accordance with its instructions; if no instruction is given, an executed proxy will authorize the persons named as attorneys, or any of them, to vote in favor of the election of each Trustee. This proxy material is being mailed to shareholders on or about January 27, 2006.

The Board of Trustees of each Fund has fixed the close of business on January 16, 2006 as the record date for the determination of the shareholders entitled to notice of and to vote at the meeting and any adjournments or postponement(s) thereof. Shareholders at the close of business on the record date will be entitled to one vote for each share held. The number of Common Shares, $.01 par value per share (Common Shares), and the number of Auction Preferred Shares, $.01 par value per share, liquidation preference $25,000 per share (APS), of each Fund outstanding on January 16, 2006 were as follows:

| | No. of Common Shares Outstanding January
16, 2006 | No. of APS Shares
Outstanding on January 16,
2006 |
| --- | --- | --- |
| Fund | | |
| California Fund | 7,181,487 | 2,360 |
| Florida Fund | 4,257,407 | 1,420 |
| Massachusetts Fund | 2,710,930 | 860 |
| Michigan Fund | 2,116,293 | 700 |
| Municipal Fund | 16,955,679 | 5,240 |
| New Jersey Fund | 4,619,136 | 1,520 |
| New York Fund | 5,375,345 | 1,780 |
| Ohio Fund | 2,829,304 | 940 |
| Pennsylvania Fund | 2,707,321 | 900 |

Each Fund will vote separately on each item; votes of multiple Funds will not be aggregated.

As of January 16, 2006, to each Funds knowledge, (i) no shareholder beneficially owned more than 5% of the outstanding shares of a Fund; and (ii) the Trustees and officers of each Fund, individually and as a group, owned beneficially less than 1% of the outstanding shares of each Fund.

The Boards of Trustees of the Funds know of no business other than that mentioned in Item 1 of the Notice of Meeting that will be presented for consideration. If any other matters are properly presented, it is the intention of the persons named as attorneys in the enclosed proxy to vote the proxies in accordance with their judgment on such matters.

PROPOSAL 1. ELECTION OF TRUSTEES

Each Funds Agreement and Declaration of Trust provides that a majority of the Trustees shall fix the number of the entire Board and that such number shall be at least two and no greater than fifteen. Each Board has fixed the number of Trustees at eight, effective the date of the Annual Meeting. Each Funds Agreement and Declaration of Trust further provides that the Board of Trustees shall be divided into three classes. The term of office of the Class I Trustee expires on the date of the 2006 Annual Meeting, and the term of office of the Class II and Class III Trustees will expire one and two years thereafter, respectively. Accordingly, only nominees for Class I Trustees are currently proposed for election. Trustees chosen to succeed the Trustees whose terms are expiring will be elected for a three-year term. An effect of staggered terms is to limit the ability of entities or persons to acquire control of a Fund.

Proxies will be voted for the election of the following Class I nominees: Benjamin C. Esty, Ronald A. Pearlman, Ralph F. Verni and Lynn A. Stout. Mr. Pearlman and Ms. Stout are currently serving as Trustees and have consented to continue to so serve. In the event that a nominee is unable to serve for any reason (which is not now expected) when the election occurs, the accompanying Proxy will be voted for such other person or persons as the Board of Trustees may recommend.

The Class II Trustees serving until the 2007 Annual Meeting are James B. Hawkes and Samuel L. Hayes, III. The Class III Trustees serving until the 2008 Annual Meeting are William H. Park and Norton H. Reamer.

The nominees for Class I Trustee and each Funds current Class II and Class III Trustees and their principal occupations for at least the last five years are described below.

			TRUSTEES
				Number of Portfolios in Fund Complex Overseen by Trustee (2)
		Term of Office and Length
of Time Served
					Oher Directorships Held
by Trustee
	Position(s) Held with Fund
Name, Address and Age (1)			Principal Occupations
During Past Five Years
CLASS I TRU STEES
NOMINATED FOR ELECTION
NONINTERESTED TRUSTEES
Benjamin C. Esty DOB: 1/2/63	Current Nominee for
Class I Trustee	-----	Roy and Elizabeth Simmons Professor
of Business Administration,
Harvard University Graduate School of
Business Administration (since 2003).
Formerly, Associate Professor, Harvard
University Graduate School of
Business Administration
(2000-2003).	152	None

				Number of Portfolios in Fund Complex Overseen by Trustee (2)
		Term of Office and Length
of Time Served
					Other Directorships Held
by Trustee
	Position(s) Held with Fund
Name, Address and Age (1)			Principal Occupations During Past
Five Years
Ronald A. Pearlman DOB: 7/10/40	Class I Trustee	Until 2006. 3 years. Trustee since 2003.	Professor of Law, Georgetown
University Law Center (since 1999).
Formerly, Tax Partner, Covington &
Burling, Washington, DC (1991-2000).	161	None
Ralph F. Verni DOB: 1/26/43	Current Nominee for
Class I Trustee	-----	Consultant and private investor (since 2000). Formerly, President and Chief Executive Officer, Redwood Investment Systems, Inc. (software developer) (2000). Formerly, President and Chief Executive Officer, State Street Research & Management (investment adviser), SSRM Holdings (parent of State Street Research & Management), and SSR Realty (institutional realty manager) (1992-2000).	152	Director of W.P. Carey & Company LLC (manager of real
estate investment trusts)
Lynn A. Stout DOB: 9/14/57	Class I Trustee	Until 2006. 3 years. Trustee since 1998.	Professor of Law, University of
California at Los Angeles, School of Law
(since July 2001). Formerly, Professor of
Law, Georgetown University Law Center.	161	None
CLASS II AND CLASS III
TRUSTEES
INTERESTED TRUSTEE
James B. Hawkes DOB: 11/9/41	Vice President and Class II Trustee	Until 2007. 3 years. Trustee since 1998.	Chairman, President and Chief
Executive Officer of Eaton Vance Management,
and its trustee (Eaton Vance, Inc.)
and Chairman and Chief Executive Officer
of Eaton Vance Corp.; Vice President
and Director of Eaton Vance
Distributors, Inc.; Director of Eaton Vance,
Inc. Trustee and/or officer of 161
registered investment companies in the
Eaton Vance Fund Complex.	161	Director of Eaton Vance Corp.
NONINTERESTED TRUSTEES
Samuel L. Hayes, III (A) DOB: 2/23/35	Chairman of the Board and Class II Trustee	Until 2007. 3 years. Trustee since 1998.	Jacob H. Schiff Professor of
Investment Banking Emeritus, Harvard
University Graduate School of Business Administration. Director of Yakima Products, Inc. (manufacturer of automotive accessories) (since 2001) and Director of Telect, Inc. (telecommunication services company) (since 2000).	161	Director of Tiffany & Co. (specialty retailer)
William H. Park DOB: 9/19/47	Class III	Until 2008.	President and Chief Executive Officer,	158	None
	Trustee	3 years.	Prizm Capital Management, LLC
		Trustee	(investment management firm) (since
		since 2003.	2002). Formerly, Executive Vice
			President and Chief Financial Officer,
			United Asset Management Corporation (a
			holding company owning institutional
			investment management firms) (1982-
			2001).


		Term of Office and Length
of Time Served
				Other Directorships Held
by Trustee
	Position(s) Held with Fund
Name, Address and Age (1)			Principal Occupations During
Past Five Years
Norton H. Reamer (A) DOB: 9/21/35	Class III Trustee	Until 2008. 3 years. Trustee since 1998.	President, Chief Executive Officer and
a Director of Asset Management Finance Corp. (a specialty finance company serving the investment management industry) (since October 2003). President, Unicorn Corporation (an investment and financial advisory services company) (since September 2000). Formerly, Chairman and Chief Operating Officer, Hellman, Jordan Management Co., Inc. (an investment management company) (2000-2003). Formerly, Advisory Director of Berkshire Capital Corporation (investment banking firm) (2002-2003). Formerly, Chairman of the Board, United Asset Management Corporation (a holding company owning institutional investment management firms) and Chairman, President and Director, UAM Funds (mutual funds) (1980-2000).	161	None

| (1) The business address of
each Trustee is The Eaton Vance Building, 255 State Street, Boston, MA
02109. | |
| --- | --- |
| (2) | Includes both master and feeder funds in master-feeder
structure. |
| (A) | APS Trustee. |

Interested Trustee

James B. Hawkes is an interested person (as defined in the Investment Company Act of 1940 (the 1940 Act)) by reason of his affiliations with Eaton Vance Management (EVM or Eaton Vance), each Funds investment adviser, and Eaton Vance Corp. (EVC), a publicly-held holding company, which owns all the outstanding shares of EVM and of EVMs trustee, Eaton Vance, Inc. (EV). (EVM, EVC, and their affiliates are sometimes referred to collectively as the EVC Organization.) Mr. Hawkes holds a position with other Eaton Vance affiliates that is comparable to his position with Eaton Vance listed above.

Election of Trustees by APS and Common Shares

Under the terms of each Funds By-Laws, as amended (the By-Laws), the holders of the APS are entitled as a class, to the exclusion of the holders of the Common Shares, to elect two Trustees of each Fund (identified by an (A) after their names above). Simply stated, the APS Trustees are only elected by the holders of the Funds APS. Holders of Common Shares do not vote on the election of APS Trustees. No APS Trustees are to be elected at this meeting. The By-Laws further provide for the election of the other nominees named above by the holders of the Common Shares and the APS, voting as a single class. Election of Trustees is non-cumulative. Shareholders do not have appraisal rights in connection with the proposal in this proxy statement. The Trustees of a Fund shall be elected by the affirmative vote of a plurality of the shares of the Fund entitled to vote. No nominee is a party adverse to a Fund or any of its affiliates in any material pending legal proceeding, nor does any nominee have an interest materially adverse to the Fund.

Share Ownership by Trustees

The following table shows the dollar range of shares beneficially owned in a Fund and in all Eaton Vance funds by each Trustee or nominee for Trustee:

| | | Aggregate Dollar Range of Equity Securities in all Eaton Vance Funds Overseen by
Trustee + |
| --- | --- | --- |
| | Dollar Range of Fund Shares
Held + | |
| Name of
Trustee | | |
| Interested
Trustee | | |
| James B. Hawkes | Over
$100,000 | Over
$100,000 |
| Noninterested Trustees | | |
| Samuel L. Hayes, III | Over
$100,000 | Over
$100,000 |
| William H. Park | None | Over
$100,000 |
| Ronald A. Pearlman | None | Over
$100,000 |
| Norton H. Reamer | None | Over
$100,000 |
| Lynn A. Stout | None | Over
$100,000 |
| Nominees
for Noninterested Trustee | | |
| Benjamin C. Esty | None | $50,001 -
$100,000 |
| Ralph F. Verni | None | Over
$100,000 |

| * | Includes shares held in Trustee Deferred Compensation
Plan. |
| --- | --- |
| ** | Shares held in Municipal Fund. |
| *** | Shares held in Massachusetts Fund. |
| + | Figures are as of January 16,
2006. |

Board Meetings and Committees

During the fiscal year ended November 30, 2005, the Trustees of each Fund met nine times. The Board of Trustees has three formal standing committees, an Audit Committee, a Special Committee and a Governance Committee. The Audit Committee met five times, the Special Committee met eight times and the Governance Committee met six times during such period. Each Funds Trustees listed above attended at least 75% of such Board and Committee meetings on which he or she serves. None of the Trustees attended the 2005 Annual Meeting of Shareholders.

The Audit, Special and Governance Committees of the Board of Trustees of each Fund are each comprised of Trustees who are not interested persons as that term is defined under the 1940 Act (Independent Trustees). The respective duties and responsibilities of these Committees remain under the continuing review of the Governance Committee and the Board.

Messrs. Reamer (Chair), Hayes, Park and Ms. Stout serve on the Audit Committee of the Board of Trustees of each Fund, such Audit Committee being established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. Each Audit Committee member is independent under applicable listing standards of the New York and American Stock Exchanges (as applicable). The purposes of the Audit Committee are to (i) oversee each Funds accounting and financial reporting processes, its internal control over financial reporting, and, as appropriate, the internal control over financial reporting of certain service providers; (ii) oversee or, as appropriate, assist Board oversight of the quality and integrity of each Funds financial statements and the independent audit thereof; (iii) oversee, or, as appropriate, assist Board oversight of, each Funds compliance with legal and regulatory requirements that relate to the Funds accounting and financial reporting, internal control over financial reporting and independent audits; (iv) approve, prior to appointment, the engagement and, when appropriate, replacement of the independent auditors, and, if applicable, nominate independent auditors to be proposed for shareholder ratification in any proxy statement of each Fund; (v) evaluate the qualifications, independence and performance of the independent auditors and the audit partner in charge of leading the audit; and (vi) prepare such Audit Committee reports consistent with the requirements of Rule 306 of Regulation S-K for inclusion in the proxy statement for the Annual Meeting of Shareholders of each Fund. Each Funds Board of Trustees has adopted a written charter for its Audit Committee, a copy of which is attached as Exhibit A. The Audit

Committees Report is set forth below under Additional Information. The Board of Trustees of each Fund has designated Messrs. Park, Hayes and Reamer as the Funds Audit Committee financial experts.

Messrs. Hayes (Chair), Park, Pearlman, Reamer and Ms. Stout serve on the Special Committee of the Board of Trustees of each Fund. The purposes of the Special Committee are to consider, evaluate and make recommendations to the Board of Trustees concerning the following matters: (i) contractual arrangements with each service provider to a Fund, including advisory, sub-advisory, transfer agency, custodial and fund accounting, distribution services (if any) and administrative services; (ii) any and all other matters in which any of a Funds service providers (including Eaton Vance or any affiliated entity thereof) has any actual or potential conflict of interest with the interests of a Fund or its shareholders; and (iii) any other matter appropriate for review by the Independent Trustees, unless the matter is within the responsibilities of the Audit Committee or the Governance Committee of the Fund.

Ms. Stout (Chair) and Messrs. Hayes, Park, Pearlman and Reamer serve on the Governance Committee of the Board of Trustees of the Fund. Each Governance Committee member is independent under applicable listing standards of the New York Stock Exchange. The purpose of the Governance Committee is to consider, evaluate and make recommendations to the Board of Trustees with respect to the structure, membership and operation of the Board of Trustees and the Committees thereof, including the nomination and selection of Independent Trustees and a Chairperson of the Board and the compensation of Independent Trustees.

The Funds Board of Trustees has adopted a written charter for its Governance Committee, not available on the Funds website, a copy of which is attached as Exhibit B. The Governance Committee identifies candidates by obtaining referrals from such sources as it deems appropriate, which may include current Trustees, management of the Fund, counsel and other advisors to the Trustees, and shareholders of the Fund who submit recommendations in accordance with the procedures described in the Committees charter. In no event shall the Governance Committee consider as a candidate to fill any vacancy an individual recommended by management of the Fund, unless the Governance Committee has invited management to make such a recommendation. The Governance Committee will, when a vacancy exists or is anticipated, consider any nominee for Independent Trustee recommended by a shareholder if such recommendation is submitted in writing to the Governance Committee, contains sufficient background information concerning the candidate, including evidence the candidate is willing to serve as an Independent Trustee if selected for the position, and is received in a sufficiently timely manner. The Governance Committees procedures for identifying and evaluating candidates for the position of Independent Trustee, including the procedures to be followed by shareholders of the Fund wishing to recommend such candidates for consideration by the Governance Committee and the qualifications the Governance Committee will consider, are set forth in Appendix A to the Committees charter. Mr. Esty and Mr. Verni were recommended to the Governance Committee by one of the Independent Trustees.

Communications with the Board

Shareholders wishing to communicate with the Board may do so by sending a written communication to the Chairperson of the Board, any Chairperson of the Audit Committee, Special Committee or Governance Committee or to the Independent Trustees as a group, at the following address: The Eaton Vance Building, 255 State Street, Boston, MA 02109, c/o the Secretary of the applicable Fund.

Remuneration of Trustees

The fees and expenses of those Trustees of each Fund who are not members of the Eaton Vance Organization will be paid by the Funds. For the fiscal year ended November 30, 2005, the noninterested Trustees of the Funds earned the compensation set forth below in their capacities as Trustees of the Funds. For the calendar year ended December 31, 2005, the Trustees earned the following compensation in their capacities as Trustees of the funds in the Eaton Vance fund complex (1) :

	Samuel L. Hayes, III	William H. Park	Ronald A. Pearlman	Norton H. Reamer	Lynn A. Stout
California Fund	$1,939	$1,321	$1,268	$1,415	$1,394
Florida Fund	1,532	1,036	968	1,121	1,094
Massachusetts Fund	339	237	250	245	250
Michigan Fund	339	237	250	245	250
Municipal Fund	2,888	1,985	1,968	2,102	2,095
New Jersey Fund	1,532	1,036	968	1,121	1,094
New York Fund	1,532	1,036	968	1,121	1,094
Ohio Fund	339	237	250	245	250
Pennsylvania Fund	339	237	250	245	250
Total Compensation
from Fund and Fund
Complex	$271,248	$180,000 (2)	$180,000	$190,000	$190,000 (3)

| (1) | As of January 16, 2006, the Eaton Vance Fund Complex consisted of
161 registered investment companies or series thereof. |
| --- | --- |
| (2) | Includes $141,806 of deferred compensation. |
| (3) | Includes $45,000 of deferred compensation. |

Trustees of each Fund who are not affiliated with Eaton Vance may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of a Trustees Deferred Compensation Plan (a Trustees Plan). Under each Trustees Plan, an eligible Trustee may elect to have his deferred fees invested by each Fund in the shares of one or more funds in the Eaton Vance Fund Complex, and the amount paid to the Trustees under each Trustees Plan will be determined based upon the performance of such investments. Deferral of Trustees fees in accordance with each Trustees Plan will have a negligible effect on the Funds assets, liabilities, and net income per share, and will not obligate a Fund to retain the services of any Trustee or obligate a Fund to pay any particular level of compensation to the Trustee. No Fund has a retirement plan for its Trustees.

The Board of Trustees of each Fund recommends that shareholders vote FOR the election of the four Class I Trustee nominees.

NOTICE TO BANKS AND BROKER/DEALERS

Each Fund has previously solicited all Nominee and Broker/Dealer accounts as to the number of additional proxy statements required to supply owners of shares. Should additional proxy material be required for beneficial owners, please forward such requests to PFPC Inc., Attention: Ms. Maura Stanley, P.O. Box 43027, Providence, RI 02940-3027.

ADDITIONAL INFORMATION

Audit Committee Report

Each Funds Audit Committee reviewed and discussed the audited financial statements with Fund management. Each Funds Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by SAS 61 (Codification of Statements on Auditing Standards), as modified or supplemented. Each Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by Independence Standards Board Standard No. 1 (Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees), as modified or supplemented, and discussed with the independent registered public accounting firm their independence.

Based on the review and discussions referred to above, each Audit Committee recommended to the Board of Trustees that the audited financial statements be included in the Funds annual report to shareholders for the fiscal year ended November 30, 2005 for filing with the Securities and Exchange

Commission. As mentioned, the Audit Committee is comprised of Messrs. Reamer (Chair), Hayes, Park and Ms. Stout.

Auditors, Audit Fees and All Other Fees

Deloitte & Touche LLP (Deloitte), 200 Berkeley Street, Boston, Massachusetts 02116, serves as independent registered public accounting firm of each Fund. Deloitte is expected to be present at the Annual Meeting, but if not, a representative will be available by telephone should the need for consultation arise. Representatives of Deloitte will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

Aggregate audit, audit-related, tax, and other fees billed for services rendered to each Fund by the Funds independent registered public accounting firm for the relevant periods are set forth on Exhibit C hereto. Aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed for services rendered for the relevant periods to (i) each Fund by the Funds independent registered public accounting firm; and (ii) the Eaton Vance Organization by each Funds independent registered public accounting firm are also set forth on Exhibit C hereto.

Each Funds Audit Committee has adopted policies and procedures relating to the pre-approval of services provided by the Funds independent registered public accounting firm (the Pre-Approval Policies). The Pre-Approval Policies establish a framework intended to assist the Audit Committee in the proper discharge of its pre-approval responsibilities. As a general matter, the Pre-Approval Policies (i) specify certain types of audit, audit-related, tax, and other services determined to be pre-approved by the Audit Committee; and (ii) delineate specific procedures governing the mechanics of the pre-approval process, including the approval and monitoring of audit and non-audit service fees. Unless a service is specifically pre-approved under the Pre-Approval Policies, it must be separately pre-approved by the Audit Committee. The Pre-Approval Policies and the types of audit and non-audit services pre-approved therein must be reviewed and ratified by each Funds Audit Committee at least annually. Each Funds Audit Committee maintains full responsibility for the appointment, compensation, and oversight of the work of each Funds independent registered public accounting firm.

Each Funds Audit Committee has considered whether the provision by the Funds independent registered public accounting firm of non-audit services to the Funds investment adviser, as well as any of its affiliates that provide ongoing services to the Fund, that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X is compatible with maintaining the independent registered public accounting firms independence.

Officers of the Funds

The officers of the Funds and their length of service are set forth below. The officers of each Fund hold indefinite terms of office. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with Eaton Vance listed below. Because of their positions with Eaton Vance and their ownership of EVC stock, the officers of the Funds will benefit from the advisory and administration fees paid by each Fund to Eaton Vance. As of the record date, the officers of the Municipal Fund as a group owned 5,000 shares of that Fund and the officers of the Massachusetts Fund as a group owned 1,617 shares of that Fund.

| | Position(s) Held with Fund | Term of Office and Length of Time
Served | Principal Occupations During Past Five Years (2) |
| --- | --- | --- | --- |
| Name, Address and Age (1) | | | |
| Cynthia J. Clemson DOB: 3/2/63 | President of the California, Florida, Michigan, New York,
Ohio and Pennsylvania Funds; Vice President of the Massachusetts, Municipal and New Jersey Funds | President since 2005; Vice President since 2004 (3) | Vice President of Eaton Vance and BMR.
Officer of 85 registered investment
companies managed by Eaton Vance or BMR. |
| Robert B. MacIntosh DOB: 1/22/57 | President of the Massachusetts, Municipal and New Jersey Funds;
Vice President of the California, Florida, Michigan, New York,
Ohio and Pennsylvania Funds | President since 2005; Vice President since 1998 (3) | Vice President of Eaton Vance and BMR.
Officer of 85 registered investment
companies managed by Eaton Vance or BMR. |
| William H. Ahern, Jr. DOB: 7/28/59 | Vice President of the Michigan, Municipal and Ohio Funds | Vice President of the Michigan Fund since 2000; of the Municipal Fund since 2004; of the Ohio
Fund since 2005 | Vice President of Eaton Vance and BMR.
Officer of 70 registered investment
companies managed by Eaton Vance or BMR. |
| Craig R. Brandon DOB: 12/21/66 | Vice President of the New York Fund | Since 2005 | Vice President of Eaton Vance and BMR.
Officer of 44 registered investment
companies managed by Eaton Vance or BMR. |
| Thomas M. Metzold DOB: 8/3/58 | Vice President of the Municipal and Pennsylvania Funds | Vice President of the Municipal Fund since 1998; of the Pennsylvania Fund since 2005 | Vice President of Eaton Vance and BMR.
Officer of 43 registered investment
companies managed by Eaton Vance or BMR. |
| Barbara E. Campbell DOB: 6/19/57 | Treasurer | Since 2005 (3) | Vice President of Eaton Vance, BMR and EVD.
Officer of 161 registered investment
companies managed by Eaton Vance or BMR. |
| Alan R. Dynner DOB: 10/10/40 | Secretary | Since 1998 | Vice President, Secretary and Chief Legal
Officer of Eaton Vance, BMR, EVD, EV and
EVC. Officer of 161 registered investment companies managed by Eaton Vance or BMR. |
| Paul M. ONeil DOB: 7/11/53 | Chief Compliance Officer | Since 2004 | Vice President of BMR and Eaton Vance.
Officer of 161 registered investment
companies managed by Eaton Vance or BMR. |

| (1) | The business address of each officer is The
Eaton Vance Building, 255 State Street, Boston, MA 02109. |
| --- | --- |
| (2) | Includes both master and feeder funds in
master-feeder structure. |
| (3) | Prior to 2005, Ms. Clemson served as Vice
President of California Fund and Florida Fund since 1998, Michigan Fund,
New York Fund, Ohio Fund and Municipal Fund
since 2004 and Pennsylvania Fund since 2000, Mr. MacIntosh served as Vice
President of Municipal Fund, Massachusetts Fund and
Michigan Fund since 1998 and Ms. Campbell served as Assistant Treasurer of
the Trusts since 1998. |

Investment Adviser and Administrator

Eaton Vance Management, with its principal office at The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109, serves as the investment adviser and administrator to each Fund.

Proxy Solicitation and Tabulation

The expense of preparing, printing and mailing this Proxy Statement and enclosures and the costs of soliciting proxies on behalf of the Board of Trustees of each Fund will be borne ratably by the Funds. Proxies will be solicited by mail and may be solicited in person or by telephone or facsimile by officers of a Fund, by personnel of its administrator, Eaton Vance, by the transfer agent, PFPC Inc., or by broker-dealer firms. The expenses associated with the solicitation of these proxies and with any further proxies that may be solicited by a Funds officers, by Eaton Vance personnel, by PFPC Inc., or by broker-dealer firms, in person, or by telephone or by facsimile will be borne by that Fund. A written proxy may be delivered to a Fund or its transfer agent prior to the meeting by facsimile machine, graphic communication equipment or similar electronic transmission. A Fund will reimburse banks, broker-dealer firms, and other persons holding that Funds shares registered in their names or in the names of their nominees, for their expenses incurred in sending proxy material to and obtaining proxies from the beneficial owners of such shares. Total estimated proxy solicitation costs per Fund are approximately $20,000 for the Municipal Fund and approximately $7,500 for each other Fund.

All proxy cards solicited by the Board of Trustees that are properly executed and received by the Secretary prior to the meeting, and which are not revoked, will be voted at the meeting. Shares represented by such proxies will be voted in accordance with the instructions thereon. If no specification is made on the proxy card with respect to Proposal 1, it will be voted FOR the matters specified on the proxy card. All shares that are voted and votes to ABSTAIN will be counted towards establishing a quorum, as will broker non-votes. (Broker non-votes are shares for which (i) the beneficial owner has not voted and (ii) the broker holding the shares does not have discretionary authority to vote on the particular matter.) Accordingly, abstentions and broker non-votes, which will be treated as shares that are present at the meeting but which have not been voted, will assist the Fund in obtaining a quorum, but will have no effect on the outcome of Proposal 1.

In the event that a quorum is not present at the meeting, or if a quorum is present at the meeting but sufficient votes by the shareholders of the Fund in favor of the Proposal set forth in the Notice of this meeting are not received by March 24, 2006, the persons named as attorneys in the enclosed proxy may propose one or more adjournments of the meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of the holders of a majority of the shares of that Fund present in person or by proxy at the session of the meeting to be adjourned. The persons named as attorneys in the enclosed proxy will vote in favor of such adjournment those proxies which they are entitled to vote in favor of the Proposal for which further solicitation of proxies is to be made. They will vote against any such adjournment those proxies required to be voted against such Proposal. The costs of any such additional solicitation and of any adjourned session will be borne by the relevant Fund. If any of the nominees are not elected by shareholders, the current Trustees may consider other courses of action.

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely upon a review of the copies of the forms received by the Funds, all of the Trustees and officers of each Fund, EVM and its affiliates, and any person who owns more than ten percent of a Funds outstanding securities have made all filings required under Section 16(a) of the Securities Exchange Act of 1934 regarding ownership of shares of the Funds for the Funds fiscal year ended November 30, 2005.

Each Fund will furnish without charge a copy of its most recent Annual and Semiannual Reports to any shareholder upon request. Shareholders desiring to obtain a copy of such reports should write to the Fund c/o PFPC Inc., Attn: Ms. Maura Stanley, P.O. Box 43027, Providence, RI 02940-3027, or call 1-800-331-1710.

SHAREHOLDER PROPOSALS

To be considered for presentation at a Funds 2007 Annual Meeting of Shareholders, a shareholder proposal submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 must be received at the Funds principal office c/o the Secretary of the Fund no later than October 3, 2006. Written notice of a shareholder proposal submitted outside the processes of Rule 14a-8 must be delivered to the Funds principal office c/o the Secretary of the Fund no later than December 24, 2006 and no earlier than November 24, 2006. In order to be included in a Funds proxy statement and form of proxy, a shareholder proposal must comply with all applicable legal requirements. Timely submission of a proposal does not guarantee that such proposal will be included.

January 27, 2006

EXHIBIT A

EATON VANCE FUNDS

AUDIT COMMITTEE CHARTER

| I. | Composition of the Audit
Committee . The Audit Committee of each registered
investment company sponsored by Eaton Vance Management (each a Fund)
shall be comprised of at least three Trustees of the Board. All members of
the Audit Committee shall be Trustees who are not interested persons (as
defined under the Investment Company Act of 1940, as amended ) of any Fund
or of the investment adviser or sub-adviser of any Fund (each, an
Independent Trustee and collectively, the Independent Trustees). The
members of the Audit Committee shall consist of the Chairperson of the
Board of Trustees and such other Independent Trustees as may be appointed
by the Board, which shall also determine the number and term of such
members. Each member of the Audit
Committee shall have been determined by the Board of Trustees to have no
material relationship that would interfere with the exercise of his or her
independent judgment. No member of the Audit Committee shall receive any
compensation from a Fund except compensation for service as a member or
Chairperson of the Board of Trustees or of a committee of the Board. Each
member of the Audit Committee shall also satisfy the applicable Audit
Committee membership requirements imposed under the rules of the American
Stock Exchange and New York Stock Exchange (and any other national
securities exchange on which a Funds shares are listed), as in effect
from time to time, including with respect to the members former
affiliations or employment and financial literacy. At least one member of
the Audit Committee must have the accounting or related financial
management expertise and financial sophistication required under
applicable rules of the American Stock Exchange and New York Stock
Exchange. Unless it determines that no member of the Audit Committee
qualifies as an audit committee financial expert as defined in Item 3 of
Form N-CSR, the Board of Trustees will identify one (or in its discretion,
more than one) member of the Audit Committee as an audit committee
financial expert. A Chairperson of the Audit Committee shall be appointed
by the Board of Trustees on the recommendation of the Governance
Committee. | |
| --- | --- | --- |
| II. | Purposes of the Audit
Committee . The purposes of the Audit Committee
are to: | |
| | 1. | oversee each Funds accounting and financial reporting processes,
its internal control over financial reporting, and, as appropriate, the
internal control over financial reporting of certain service
providers; |
| | 2. | oversee or, as appropriate, assist Board oversight of the quality
and integrity of the Funds financial statements and the independent audit
thereof; |
| | 3. | oversee, or, as appropriate, assist Board oversight of, the Funds
compliance with legal and regulatory requirements that relate to the
Funds accounting and financial reporting, internal control over financial
reporting and independent audits; |
| | 4. | approve prior to appointment the engagement and, when appropriate,
replacement of the independent registered public accountants (independent
auditors), and, if applicable, nominate independent auditors to be
proposed for shareholder ratification in any proxy statement of a
Fund; |
| | 5. | evaluate the qualifications, independence and performance of the
independent auditors and the audit partner in charge of leading the audit;
and |

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prepare such audit committee reports consistent with the requirements of Rule 306 of Regulation S-K for inclusion in the proxy statement for the annual meeting of shareholders of a Fund.

The primary function of the Audit Committee is oversight. The Committee is not responsible for managing the Funds or for performing tasks that are delegated to the officers of any Fund, any investment adviser to a Fund, the custodian of a Fund, and other service providers for the Funds, and nothing in this charter shall be construed to reduce the responsibilities or liabilities of management or the Funds service providers, including the independent auditors. It is management's responsibility to maintain appropriate systems for accounting and internal control over financial reporting. Specifically, management is responsible for: (1) the preparation, presentation and integrity of the financial statements of each Fund; (2) the maintenance of appropriate accounting and financial reporting principles and policies; and (3) the maintenance of internal control over financial reporting and other procedures designed to assure compliance with accounting standards and related laws and regulations. The independent auditors are responsible for planning and carrying out an audit consistent with applicable legal and professional standards and the terms of their engagement letter, and shall report directly to the Audit Committee. In performing its oversight function, the Committee shall be entitled to rely upon advice and information that it receives in its discussions and communications with management, the independent auditors and such experts, advisors and professionals as may be consulted by the Committee.

| III. | Meetings of the Audit
Committee . Meetings of the Audit Committee shall
be held at such times (but not less frequently than annually), at such
places and for such purposes (consistent with the purposes set forth in
this charter) as determined from time to time by the Board of Trustees,
the Chairperson of the Board of Trustees, the Committee or the Chairperson
of the Committee. The Audit Committee shall set its agenda and the places
and times of its meetings. The Audit Committee may meet alone and outside
the presence of management personnel with any auditor of a Fund, and shall
periodically meet separately with management, with internal auditors (or
other personnel responsible for internal control of financial reporting),
with any independent auditors rendering reports to the Audit Committee or
the Board of Trustees and with legal counsel. A majority of the members of
the Audit Committee shall constitute a quorum for the transaction of
business at any meeting, and the decision of a majority of the members
present and voting shall determine any matter submitted to a vote. The
Audit Committee may adopt such procedures or rules as it deems appropriate
to govern its conduct under this charter. | |
| --- | --- | --- |
| IV. | Duties and Powers of the Audit
Committee . To carry out its purposes, the Audit
Committee shall have the following duties and powers with respect to each
Fund: | |
| | 1. | To meet to review and discuss with
management and the independent auditors the audited financial statements
and other periodic financial statements of the Fund (including the Funds
specific disclosures under the item Managements Discussion of Fund
Performance). |
| | 2. | To consider the results of the examination
of the Funds financial statements by the independent auditors, the
independent auditors opinion with respect thereto, and any management
letter issued by the independent auditors. |
| | 3. | To review and discuss with the independent
auditors: (a) the scope of audits and audit reports and the policies
relating to internal auditing procedures and controls and the accounting
principles employed in the Funds financial reports and any proposed
changes therein; (b) the personnel, staffing, qualifications and
experience of the independent auditors; and (c) the compensation of the
independent auditors. |

A- 2

| 4. | To review and assess the performance of the
independent auditors and to approve, on behalf of the Board of Trustees,
the appointment and compensation of the independent auditors. Approval by
the Audit Committee shall be in addition to any approval required under
applicable law by a majority of the members of the Board of Trustees who
are not interested persons of the Fund as defined in Section 2(a)(19) of
the 1940 Act. In performing this function, the Committee shall: (a)
consider whether there should be a regular rotation of the Funds
independent auditing firm; (b) discuss with the independent auditors
matters bearing upon the qualifications of such auditors as independent
under applicable standards of independence established from time to time
by the Securities and Exchange Commission (SEC), the Public Company
Accounting Oversight Board and other regulatory authorities; and (c) shall
secure from the independent auditors the information required by
Independence Standards Board Standard No. 1, Independence Discussions with
Audit Committees, as in effect from time to time. The Audit Committee
shall actively engage in a dialogue with the independent auditors with
respect to any disclosed relationships or services that may impact the
objectivity and independence of the independent auditors. |
| --- | --- |
| 5. | To pre-approve: (a) audit and non-audit
services provided by the independent auditors to the Fund; and (b)
non-audit services provided by the independent auditors to the adviser or
any other entity controlling, controlled by or under common control with
the adviser that provides on-going services to the Fund (Adviser
Affiliates) if the engagement of the independent auditors relates
directly to the operations and financial reporting of the Fund, as
contemplated by the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act)
and the rules issued by the SEC in connection therewith (except, in the
case of non-audit services provided to the Fund or any Adviser Affiliate,
those within applicable de minimis statutory or regulatory exceptions), and to
consider the possible effect of providing such services on the
independence of the independent auditors. |
| 6. | To adopt, to the extent deemed appropriate
by the Audit Committee, policies and procedures for pre-approval of the
audit or non-audit services referred to above, including policies and
procedures by which the Audit Committee may delegate to one or more of its
members authority to grant such pre-approval on behalf of the Audit
Committee (subject to subsequent reporting to the Audit Committee). The
Audit Committee hereby delegates to each of its members the authority to
pre-approve any non-audit services referred to above between meetings of
the Audit Committee, provided that: (i) all reasonable efforts shall be
made to obtain such pre-approval from the Chairperson of the Committee
prior to seeking such pre-approval from any other member of the Committee;
and (ii) all such pre-approvals shall be reported to the Audit Committee
not later than the next meeting thereof. |
| 7. | To consider the controls implemented by the
independent auditors and any measures taken by management to ensure that
all items requiring pre-approval by the Audit Committee are identified and
referred to the Audit Committee in a timely fashion. |
| 8. | To receive at least annually and prior to
the filing with the SEC of the independent auditors report on the Funds
financial statements, a report from such independent auditors of: (i) all
critical accounting policies and practices used by the Fund (or, in
connection with any update, any changes in such accounting policies and
practices), (ii) all material alternative accounting treatments within
GAAP that have been discussed with management since the last annual report
or update, including the ramifications of the use of the alternative
treatments and the treatment preferred by the accounting firm, (iii) other
material written communications between the independent auditors and the
management of |

A- 3

| | the Fund since the last annual report or
update, (iv) a description of all non-audit services provided, including
fees associated with the services, to any fund complex of which the Fund
is a part since the last annual report or update that was not subject to
the pre-approval requirements as discussed above; and (v) any other
matters of concern relating to the Funds financial statements, including
any uncorrected misstatements (or audit differences) whose effects
management believes are immaterial, both individually and in aggregate, to
the financial statements taken as a whole. If this information is not
communicated to the Committee within 90 days prior to the audit reports
filing with the SEC, the independent auditors will be required to provide
an update, in the 90 day period prior to the filing, of any changes to the
previously reported information. |
| --- | --- |
| 9. | To review and discuss with the independent
auditors the matters required to be communicated with respect to the Fund
pursuant to Statement on Auditing Standards (SAS) No. 61 Communication
With Audit Committees, as in effect from time to time, and to receive
such other communications or reports from the independent auditors (and
managements responses to such reports or communications) as may be
required under applicable listing standards of the national securities
exchanges on which the Funds shares are listed, including a report
describing: (1) the internal quality-control procedures of the independent
auditors, any material issues raised by the most recent internal
quality-control review, or peer review, of the independent auditors, or by
any inquiry or investigation by governmental or professional regulatory
authorities, within the preceding five years, respecting one or more
independent audits carried out by the independent auditors, and any steps
taken to deal with any such issues; and (2) all relationships between the
independent auditors and the Fund and any other relationships or services
that may impact the objectivity and independence of the independent
auditors. To the extent unresolved disagreements exist between management
and the independent auditors regarding the financial reporting of the
Fund, it shall be the responsibility of the Audit Committee to resolve
such disagreements. |
| 10. | To consider and review with the independent
auditors any reports of audit problems or difficulties that may have
arisen in the course of the audit, including any limitations on the scope
of the audit, and managements response thereto. |
| 11. | To establish hiring policies for employees
or former employees of the independent auditors who will serve as officers
or employees of the Fund. |
| 12. | With respect to each Fund the securities of
which are listed on a national securities exchange, to: (a) provide a
recommendation to the Board of Trustees regarding whether the audited
financial statements of the Fund should be included in the annual report
to shareholders of the Fund; and (b) to prepare an audit committee report
consistent with the requirements of Rule 306 of Regulation S-K for
inclusion in the proxy statement for the Funds annual meeting of
shareholders. |
| 13. | To discuss generally the Funds earnings
releases, as well as financial information and guidance provided to
analysts and rating agencies, in the event a Fund issues any such releases
or provides such information or guidance. Such discussions may include the
types of information to be disclosed and the type of presentation to be
made. The Audit Committee need not discuss in advance each earnings
release or each instance in which earnings guidance may be
provided. |

A- 4

| | 14. | To consider the Funds major financial risk exposures and the steps management has taken to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management is
undertaken. |
| --- | --- | --- |
| | 15. | To review and report to the Board of Trustees with respect to any material accounting, tax, valuation, or record-keeping issues which may affect the Fund, its respective financial statements or the amount of their dividend or distribution
rates. |
| | 16. | To establish procedures for: (a) the receipt, retention, and treatment of complaints received by the Fund regarding accounting, internal accounting controls, or auditing matters; and (b) the confidential, anonymous submission by employees of
the Fund or its service providers (including its investment advisers, administrators, principal underwriters and any other provider of accounting related services to the Fund) of concerns regarding questionable accounting or auditing matters. The
Audit Committee hereby establishes the procedures set forth in Appendix A hereto with respect to such matters. |
| | 17. | To direct and supervise investigations with respect to the following: (a) evidence of fraud or significant deficiencies in the design or implementation of internal controls reported to the Committee by the principal executive or financial
officers of the Fund pursuant to the requirements of the Sarbanes-Oxley Act and related rules; and (b) any other matters within the scope of this charter, including the integrity of reported facts and figures, ethical conduct, and appropriate
disclosure concerning the financial statements of the Funds. |
| | 18. | To review and recommend to the Board of Trustees policies and procedures for valuing portfolio securities of the Fund and to make recommendations to the Board of Trustees with respect to specific fair value determinations and any pricing
errors involving such portfolio securities. |
| | 19. | To act on such other matters as may be delegated to the Audit Committee by the Board of Trustees from time to time. |
| | 20. | To review the adequacy of this charter and evaluate the Audit Committees performance of its duties and responsibilities hereunder at least annually, and to make recommendations to the Board of Trustees for any appropriate changes or
other action. |
| | 21. | To report its activities to the Board of Trustees on a regular basis and make such recommendations with respect to the above and other matters as the Audit Committee may deem necessary or appropriate. |
| V. | Resources and Authority of the Audit Committee . The Audit Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to engage independent auditors for special
audits, reviews and other procedures and to retain special counsel and other experts or consultants at the expense of the Funds. The Audit Committee may determine the appropriate levels of funding for payment of compensation to such independent
auditors, counsel, experts and consultants, and the ordinary administrative expenses of the Audit Committee necessary or appropriate in carrying out its duties under this charter. In fulfilling its duties under this charter, the Audit Committee
shall have direct access to such officers and employees of the Funds, Eaton Vance Management and any of its affiliated companies and the Funds other services providers as it deems necessary or desirable. | |

A- 5

APPENDIX A

EATON VANCE FUNDS

AUDIT COMMITTEE COMPLAINT PROCEDURES

This policy outlines the procedures that the Audit Committee of each of the registered investment companies sponsored by Eaton Vance Management (each, a Fund) shall employ with respect to complaints regarding accounting, internal accounting controls or auditing matters concerning each of the Funds (Complaints). Each Employee (as defined below) shall be provided with a copy of these procedures upon assuming his or her duties as an Employee, and annually thereafter.

I. Procedures for Receiving Complaints

All officers and employees of a Fund and, to the extent their duties relate to accounting, internal accounting controls or auditing matters for the Fund, the officers and employees of the Funds investment advisers, administrators, principal underwriters and any other provider of accounting related services to the Fund (collectively referred to herein as Employees), may make complaints anonymously and in a confidential manner as follows:

| 1. | The complaining Employee may place a
telephone call to the Chairperson of the Audit Committee. During this
phone call, the Employee should identify the source of his or her
Complaint and the practices that are alleged to constitute an impropriety
with respect to accounting, internal auditing controls or auditing matters
relating to a Fund, providing as much detail as possible. |
| --- | --- |
| 2. | Alternatively, the Employee may submit to
the Chairperson of the Audit Committee (by hand, mail, e-mail or fax) a
confidential memorandum which details the Employees Complaint and the
practices that are alleged to constitute an improper accounting, internal
auditing control or auditing matter, providing as much detail as
possible. |
| 3. | The name and contact information for the
current Chairperson of the Audit Committee will be provided to Employees
when they are provided with a copy of these procedures. |

II. Procedures for Treating Complaints

The Chairperson of the Audit Committee or another member of the Audit Committee will conduct an initial evaluation of each Complaint received by the Audit Committee as soon as reasonably practicable following receipt. In connection with the initial evaluation the Chairperson of the Audit Committee (or such other member of the Audit Committee) will determine whether the Complaint actually relates to the accounting, internal accounting controls or auditing matters of a Fund and, if not, whether it should be reviewed by a party other than the Audit Committee. The Chairperson of the Audit Committee shall also determine whether the Complaint requires investigation by the Audit Committee.

After the initial evaluation is complete, all Complaints requiring investigation by the Audit Committee will be discussed at the next regularly-scheduled meeting of the Audit Committee, or a specially-scheduled meeting in advance thereof. The Audit Committee shall investigate the Complaints as follows:

the Audit Committee may choose to investigate the Complaint through its own members and/or with the assistance of counsel;

A- 6

| 2. | the Audit Committee may select a designee
within the Fund or its service providers to investigate the Complaint,
provided that the identity of the complaining Employee shall not be
disclosed to such designee. Under no circumstances will a party who has
direct supervisory control or who may be responsible for the action giving
rise to the Complaint be charged with its investigation; |
| --- | --- |
| 3. | the Audit Committee may retain an outside
party (other than the Funds independent auditors) to investigate the
Complaint; or |
| 4. | the Audit Committee may investigate the
Complaint in such other manner determined by the Audit Committee. |

Any party designated to investigate a Complaint shall be provided reasonable access to the Funds (and to the extent deemed necessary by the Audit Committee, the Funds service providers) employees, documents, and computer systems for purposes of conducting the investigation. At the conclusion of its investigation, which shall be completed promptly after referral of the Complaint, the investigating party will be responsible for making a full report to the Audit Committee with respect to the Complaint and to make recommendations for corrective actions, if any, to be taken by the Fund. The Audit Committee will then report to the Board of Trustees at its next regularly-scheduled meeting with respect to the Complaint and any corrective actions recommended by the Audit Committee. If the Complaint involves improprieties of any member of the Board of Trustees, the Audit Committee may make its report in an executive session of the Board of Trustees.

III. Procedures for Retaining Complaints

The Chairperson of the Audit Committee will be responsible for ensuring that all Complaints received by the Audit Committee, together with any documents pertaining to the Audit Committee (or its designees) investigation and treatment of the Complaint, are retained for six years, or for such longer period as may be required by applicable law, in a manner consistent with preserving the anonymity of Employees who have submitted Complaints.

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EXHIBIT B

EATON VANCE GROUP OF FUNDS

GOVERNANCE COMMITTEE CHARTER

| I. | Composition of the Governance
Committee . The Governance Committee of each
registered investment company sponsored by Eaton Vance Management (each a
Fund) shall be comprised of at least three Trustees of the Board. All
members of the Governance Committee shall be Trustees who are not
interested persons (as defined under the Investment Company Act of 1940,
as amended) of any Fund or of the investment adviser or sub-adviser of any
Fund (each, an Independent Trustee and collectively, the Independent
Trustees). The members of the Governance Committee shall consist of the
Chairperson of the Board of Trustees and such other Independent Trustees
as may be appointed by the Board, which shall also determine the number
and term of such members. A Chairperson of the Governance Committee shall
be appointed by the Board of Trustees on the recommendation of the
Governance Committee. |
| --- | --- |
| II. | Purpose of the Governance
Committee . The purpose of the Governance
Committee is to consider, evaluate and make recommendations to the Board
of Trustees with respect to the structure, membership and operation of the
Board of Trustees and the Committees thereof, including the nomination and
selection of Independent Trustees and a Chairperson of the Board of
Trustees, and the compensation of such persons. |
| III. | Meetings of the Governance
Committee . Meetings of the Governance Committee
shall be held at such times (but not less frequently than annually), at
such places and for such purposes (consistent with the purposes set forth
in this charter) as determined from time to time by the Board of Trustees,
the Chairperson of the Board of Trustees, the Committee or the Chairperson
of the Committee. A majority of the members of the Governance Committee
shall constitute a quorum for purposes of transacting business at any
meeting, and the decision of a majority of the members present and voting
shall determine any matter submitted to a vote. The Governance Committee
may adopt such procedures or rules as it deems appropriate to govern its
conduct under this charter. |
| IV. | Duties and Powers of the Governance
Committee . To carry out its purpose, the
Governance Committee shall have the following duties and powers with
respect to each Fund: |

| 1. | To consider and adopt procedures for
identifying and evaluating candidates for the position of Independent
Trustee, including the procedures to be followed by shareholders of the
Fund that wish to recommend such candidates for consideration by the
Governance Committee. Such procedures are set forth on Appendix A
hereto. |
| --- | --- |
| 2. | To recommend to the Board of Trustees
individuals to be appointed or nominated for election as Independent
Trustees. |
| 3. | To recommend to the Board of Trustees from
time to time, and in any event at least every four years, an Independent
Trustee to be appointed as Chairperson of the Board of Trustees, with such
duties and powers as are set forth on Appendix B hereto. |

B-1

| 4. | To evaluate the Board of Trustees
performance of its duties and responsibilities at least annually, which
evaluation shall include consideration of the number of funds on whose
boards each Trustee serves, and to make recommendations to the Board of
Trustees for any appropriate action designed to enhance such
performance. |
| --- | --- |
| 5. | To review periodically the compensation of
the Trustees and the Chairperson of the Board of Trustees and to make
recommendations to the Board of Trustees for any appropriate changes to
such compensation. |
| 6. | To review at least annually and make
recommendations to the Board of Trustees with respect to the identity,
responsibilities, composition and effectiveness of the various Committees
of the Board of Trustees. |
| 7. | To review periodically the Boards
membership, structure and operation, and make recommendations to the Board
of Trustees with respect to these matters, including the identity of any
Trustee to be selected to serve as a Chairperson of a Committee of the
Board. |
| 8. | To review periodically, and make
recommendations with respect to, the allocation of responsibilities among
the various committees established from time to time by the Board of
Trustees. |
| 9. | To review the adequacy of this charter and
evaluate the Governance Committees performance of its duties and
responsibilities hereunder, and make recommendations for any appropriate
changes or other action to the Board of Trustees. |
| 10. | To report its activities to the Board of
Trustees on a regular basis and make such recommendations with respect to
the above and other matters as the Governance Committee may deem necessary
or appropriate. |

V. Resources and Authority of the Governance Committee . The Governance Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to engage special counsel, other experts and consultants, at the expense of the Funds. The Governance Committee may determine the appropriate levels of funding for payment of compensation to such counsel, experts and consultants, and the ordinary administrative expenses of the Governance Committee necessary or appropriate in carrying out its duties under this charter. The Governance Committee may also make recommendations with respect to making available educational resources to the Independent Trustees. In fulfilling its duties under this charter, the Governance Committee shall have direct access to such officers and employees of the Funds, Eaton Vance Management and any of its affiliated companies and the Funds other services providers as it deems necessary or desirable.

B-2

APPENDIX A

EATON VANCE FUNDS

PROCEDURES WITH RESPECT TO NOMINEES TO THE BOARD

| I. | Identification of
Candidates . When a vacancy on the Board of a Fund
exists or is anticipated, and such vacancy is to be filled by an
Independent Trustee, the Governance Committee shall identify candidates by
obtaining referrals from such sources as it may deem appropriate, which
may include current Trustees, management of the Funds, counsel and other
advisors to the Trustees, and shareholders of a Fund who submit
recommendations in accordance with these procedures. In no event shall the
Governance Committee consider as a candidate to fill any such vacancy an
individual recommended by management of the Funds, unless the Governance
Committee has invited management to make such a recommendation. |
| --- | --- |
| II. | Shareholder Candidates . The Governance Committee shall, when identifying candidates for
the position of Independent Trustee, consider any such candidate
recommended by a shareholder of a Fund if such recommendation contains (i)
sufficient background information concerning the candidate, including
evidence the candidate is willing to serve as an Independent Trustee if
selected for the position; and (ii) is received in a sufficiently timely
manner (and in any event no later than the date specified for receipt of
shareholder proposals in any applicable proxy statement with respect to a
Fund). Shareholders shall be directed to address any such recommendations
in writing to the attention of the Governance Committee, c/o the Secretary
of the Fund. The Secretary shall retain copies of any shareholder
recommendations which meet the foregoing requirements for a period of not
more than 12 months following receipt. The Secretary shall have no
obligation to acknowledge receipt of any shareholder
recommendations. |
| III. | Evaluation of Candidates . In evaluating a candidate for a position on the Board of a Fund,
including any candidate recommended by shareholders of the Fund, the
Governance Committee shall consider the following: (i) the candidates
knowledge in matters relating to the mutual fund industry; (ii) any
experience possessed by the candidate as a director or senior officer of
public companies; (iii) the candidates educational background, (iv) the
candidates reputation for high ethical standards and professional
integrity; (v) any specific financial, technical or other expertise
possessed by the candidate, and the extent to which such expertise would
complement the Boards existing mix of skills, core competencies and
qualifications; (vi) the candidates perceived ability to contribute to
the ongoing functions of the Board, including the candidates ability and
commitment to attend meetings regularly and work collaboratively with
other members of the Board; (vii) the candidates ability to qualify as an
Independent Trustee for purposes of the 1940 Act and any other actual or
potential conflicts of interest involving the candidate and the Fund; and
(viii) such other factors as the Governance Committee determines to be
relevant in light of the existing composition of the Board and any
anticipated vacancies. Prior to making a final recommendation to the
Board, the Governance Committee shall conduct personal interviews with
those candidates it concludes are the most qualified candidates. |

B-3

APPENDIX B

EATON VANCE FUNDS

OFFICE OF CHAIRPERSON OF THE BOARD

| I. | Independent Chairperson of the
Board . The Governance Committee is empowered to
recommend an Independent Trustee for appointment by the full Board of
Trustees as the Chairperson of the Board. The power and authority vested
in the Chairperson and his or her status as an Independent Trustee are
intended to enhance the ability of the Trustees to promote the interests
of the shareholders of the Funds. The Chairpersons role is non-executive
in nature, and the Chairperson shall not be directly responsible for the
day-to-day operation or administration of the Funds, nor for decisions
with respect to matters that would otherwise be within the purview of the
Board as a whole or the Independent Trustees as a group. |
| --- | --- |
| II. | Duties and Powers of the
Chairperson . The Chairperson of the Board shall
have the following duties and powers with respect to each Fund: |

| 1. | To preside at meetings of the Board of
Trustees; and to exercise primary responsibility with respect to the
agenda of such meetings, the topics discussed, the amount of time spent on
each topic and the order in which topics are addressed. |
| --- | --- |
| 2. | To serve as a member of the Governance,
Special and Audit Committees of the Board of Trustees and to serve as the
Chairperson of the Special Committee of the Board. |
| 3. | To call meetings of the Board of Trustees
and of any Committee thereof on such occasions and under such
circumstances as the Chairperson may deem necessary or desirable. |
| 4. | To serve as a principal liaison with
management and counsel to the Funds with respect to matters involving the
Board of Trustees. |
| 5. | To have the power and authority (but not
the duty) to preside from time to time at meetings of the shareholders of
the Fund, and to delegate such power and authority to other Trustees or
officers of the Fund, in each case on such occasions and under such
circumstances as may be deemed necessary or desirable by the Chairperson;
provided, however, that in the event that the Chairperson does not preside
at a meeting of shareholders or delegate such power and authority to
another Trustee or officer of the Fund, the President of the Fund or the
Presidents designee shall preside at such meeting. |
| 6. | To serve as a point of contact for
shareholders and other persons wishing to communicate with the Independent
Trustees or the Board of Trustees. |
| 7. | To have and exercise such duties and powers
as are typically vested in a lead independent trustee of a mutual
fund. |
| 8. | To have, exercise and perform such
additional duties and powers with respect to the Fund as from to time may
be delegated to the Chairperson by the Board of Trustees. |

B-4

| III. | Term of Appointment . Each appointee to the office of Chairperson of the Board shall serve in such capacity for a term of four years or until (i) such appointees earlier resignation or removal from such office by the
Board of Trustees upon the recommendation of the Governance Committee, or (ii) such appointee ceases to be a member of the Board of Trustees. |
| --- | --- |
| IV. | Resources and Authority of the Chairperson . The Chairperson of the Board shall have the resources and authority appropriate to discharge the responsibilities of the office, including the authority to engage, at the expense
of the Funds, such advisors, agents, clerks, employees and counsel as may be deemed necessary or desirable by the Governance Committee or the Chairperson. The Chairperson, in consultation with the Governance Committee, may determine the appropriate
levels of funding for payment of compensation to such persons. In fulfilling his or her responsibilities hereunder, the Chairperson shall have direct access to such officers and employees of the Funds, Eaton Vance Management and any of its
affiliated companies and the Funds other service providers as he or she deems necessary or desirable. |
| V. | Ongoing Review by Committee . In establishing the office of the Chairperson of the Board, the Governance Committee has sought to implement, in a timely manner, certain governance practices set forth in final rules of the
Securities and Exchange Commission, in respect of which compliance is required on or before January 16, 2006. The Committee will continue to monitor the effectiveness of the office of the Chairperson, and will make, on an ongoing basis, such further
changes to the duties, powers and prerogatives of such office as it may determine are appropriate to enhance its effectiveness. |

B-5

EXHIBIT C

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEE INFORMATION

The following table presents the aggregate fees billed for services rendered to each Fund for each Funds last two fiscal years ended November 30, 2004 and November 30, 2005 by the Funds independent registered public accounting firm for professional services rendered for the audit of each Funds annual financial statements and fees billed for other services rendered by the independent registered public accounting firm during those periods. No services described below were approved pursuant to the de minimis exception set forth in Rule 2-01(c)(7)(i)(C) of Regulation S-X.

| | AUDIT FEES — Fiscal Year Ended 11/30/04 | Fiscal Year Ended 11/30/05 | AUDIT- RELATED FEES (1) — Fiscal Year Ended 11/30/04 | Fiscal Year Ended 11/30/05 | TAX
FEES (2) — Fiscal Year Ended 11/30/04 | Fiscal Year Ended 11/30/05 | ALL OTHER FEES (3) — Fiscal Year Ended 11/30/04 | Fiscal Year Ended 11/30/05 | TOTAL — Fiscal Year Ended 11/30/04 | Fiscal Year Ended 11/30/05 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| California Fund | | | | | | | | | | |
| | $28,263 | $29,160 | $3,600 | $3,640 | $6,100 | $6,405 | 0 | 0 | $37,963 | $39,205 |
| Florida Fund | 23,216 | 24,215 | 3,600 | 3,640 | 6,100 | 6,405 | 0 | 0 | 32,916 | 34,260 |
| Massachusetts Fund | | | | | | | | | | |
| | 20,435 | 21,485 | 3,600 | 3,640 | 6,100 | 6,405 | 0 | 0 | 30,135 | 31,530 |
| Michigan Fund | | | | | | | | | | |
| | 20,435 | 21,485 | 3,600 | 3,640 | 6,100 | 6,405 | 0 | 0 | 30,135 | 31,530 |
| Municipal Fund | | | | | | | | | | |
| | 44,846 | 45,425 | 3,600 | 3,640 | 6,100 | 6,405 | 0 | 0 | 54,546 | 55,370 |
| New Jersey Fund | | | | | | | | | | |
| | 23,216 | 24,215 | 3,600 | 3,640 | 6,100 | 6,405 | 0 | 0 | 32,916 | 34,260 |
| New York Fund | | | | | | | | | | |
| | 25,379 | 26,335 | 3,600 | 3,640 | 6,100 | 6,405 | 0 | 0 | 35,079 | 36,380 |
| Ohio Fund | 20,435 | 21,485 | 3,600 | 3,640 | 6,100 | 6,405 | 0 | 0 | 30,135 | 31,530 |
| Pennsylvania Fund | | | | | | | | | | |
| | 20,435 | 21,485 | 3,600 | 3,640 | 6,100 | 6,405 | 0 | 0 | 30,135 | 31,530 |

| (1) | Audit-related fees consist of the aggregate
fees billed for assurance and related services that are reasonably related to the performance of the audit
of financial statements and are not reported under the category of audit fees and specifically include fees for
the performance of certain agreed-upon
procedures relating to the Funds APS. |
| --- | --- |
| (2) | Tax fees consist of the aggregate fees billed
for professional services rendered by the independent registered public accounting firm relating to tax
compliance, tax advice, and tax planning and specifically include fees for tax return preparation. |
| (3) | All other fees consist of the aggregate fees
billed for products and services provided by the independent registered public accounting firm other than audit,
audit-related, and tax services. |

C-1

The following table presents (i) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed for services rendered to each Fund for each Funds last two fiscal years ended November 30, 2004 and November 30, 2005 by each Funds independent registered public accounting firm; and (ii) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed for services rendered to the Eaton Vance Organization for the fiscal years ended November 30, 2004 and November 30, 2005 by each Funds independent registered public accounting firm.

| | Fiscal Year Ended
11/30/04 | Fiscal Year Ended
11/30/05 |
| --- | --- | --- |
| California Fund | $9,700 | $10,045 |
| Florida Fund | $9,700 | $10,045 |
| Massachusetts Fund | $9,700 | $10,045 |
| Michigan Fund | $9,700 | $10,045 |
| Municipal Fund | $9,700 | $10,045 |
| New Jersey Fund | $9,700 | $10,045 |
| New York Fund | $9,700 | $10,045 |
| Ohio Fund | $9,700 | $10,045 |
| Pennsylvania Fund | $9,700 | $10,045 |
| Eaton Vance (1) | $329,230 | $184,983 |

(1)
are subsidiaries of Eaton Vance Corp.

C-2

PROXY

EATON VANCE MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 24, 2006 Proxy Solicited on Behalf of the Board of Trustees

HOLDERS OF AUCTION PREFERRED SHARES

The undersigned holder of Auction Preferred Shares of beneficial interest of Eaton Vance Municipal Income Trust, a Massachusetts business trust (the Fund), hereby appoints BARBARA E. CAMPBELL, JAMES B. HAWKES, ALAN R. DYNNER and KEVIN M. CONNERTY, and each of them, with full power of substitution and revocation, as proxies to represent the undersigned at the Annual Meeting of Shareholders of the Fund to be held at the principal office of the Fund, The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109, on Friday, March 24, 2006 at 2:30 P.M. (Boston time), and at any and all adjournments or postponements thereof, and to vote all Auction Preferred Shares 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.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.

SEE REVERSE	SEE REVERSE
SIDE	SIDE

| | Please
mark |
| --- | --- |
| [ X
] | votes as
in |
| | this
example. |

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 PROPOSAL SET FORTH BELOW AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.

| (01) | Benjamin C.
Esty |
| --- | --- |
| (02) | Ronald A.
Pearlman |
| (03) | Ralph F.
Verni |
| (04) | Lynn A.
Stout |

| FOR
ALL — NOMINEES | [ | ] | [ | ] | WITHHOLD
FROM — ALL
NOMINEES |
| --- | --- | --- | --- | --- | --- |

[
(Instructions:
To withhold authority to vote for any
individual
nominee, write any such nominees name above.)

| MARK
HERE FOR ADDRESS CHANGE AND NOTE AT LEFT | [ ] |
| --- | --- |
| MARK HERE FOR
COMMENT AND NOTE AT LEFT | [ ] |

Please sign this proxy exactly 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.

Signature: ____ Date: __ Signature: _____ Date: _____

PROXY

EATON VANCE CALIFORNIA MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 24, 2006 Proxy Solicited on Behalf of the Board of Trustees

HOLDERS OF AUCTION PREFERRED SHARES

The undersigned holder of Auction Preferred Shares of beneficial interest of Eaton Vance California Municipal Income Trust, a Massachusetts business trust (the Fund), hereby appoints BARBARA E. CAMPBELL, JAMES B. HAWKES, ALAN R. DYNNER and KRISTIN S. ANAGNOST, and each of them, with full power of substitution and revocation, as proxies to represent the undersigned at the Annual Meeting of Shareholders of the Fund to be held at the principal office of the Fund, The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109, on Friday, March 24, 2006 at 2:30 P.M. (Boston time), and at any and all adjournments or postponements thereof, and to vote all Auction Preferred Shares 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.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.

SEE REVERSE	SEE REVERSE
SIDE	SIDE

| | Please
mark |
| --- | --- |
| [ X
] | votes as
in |
| | this
example. |

To elect four Trustees of the Fund as follows:

| Nominees: | Benjamin C.
Esty |
| --- | --- |
| (02) | Ronald A.
Pearlman |
| (03) | Ralph F.
Verni |
| (04) | Lynn A.
Stout |

| FOR
ALL — NOMINEES | [ | ] | [ | ] | WITHHOLD
FROM — ALL
NOMINEES |
| --- | --- | --- | --- | --- | --- |

[
(Instructions:
To withhold authority to vote for any
individual
nominee, write any such nominees name above.)

| MARK
HERE FOR ADDRESS CHANGE AND NOTE AT LEFT | [ ] |
| --- | --- |
| MARK HERE FOR
COMMENT AND NOTE AT LEFT | [
] |

Signature: ____ Date: __ Signature: _____ Date: ___

PROXY

EATON VANCE FLORIDA MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 24, 2006 Proxy Solicited on Behalf of the Board of Trustees

HOLDERS OF AUCTION PREFERRED SHARES

The undersigned holder of Auction Preferred Shares of beneficial interest of Eaton Vance Florida Municipal Income Trust, a Massachusetts business trust (the Fund), hereby appoints BARBARA E. CAMPBELL, JAMES B. HAWKES, ALAN R. DYNNER and KRISTIN S. ANAGNOST, and each of them, with full power of substitution and revocation, as proxies to represent the undersigned at the Annual Meeting of Shareholders of the Fund to be held at the principal office of the Fund, The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109, on Friday, March 24, 2006 at 2:30 P.M. (Boston time), and at any and all adjournments or postponements thereof, and to vote all Auction Preferred Shares 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.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.

SEE REVERSE	SEE REVERSE
SIDE	SIDE

| | Please
mark |
| --- | --- |
| [ X
] | votes as
in |
| | this
example. |

To elect four Trustees of the Fund as follows:

| Nominees: | Benjamin C.
Esty |
| --- | --- |
| (02) | Ronald A.
Pearlman |
| (03) | Ralph F.
Verni |
| (04) | Lynn A.
Stout |

| FOR
ALL — NOMINEES | [ | ] | [ | ] | WITHHOLD
FROM — ALL
NOMINEES |
| --- | --- | --- | --- | --- | --- |

| [ |
| --- |
| (Instructions:
To withhold authority to vote for any |
| individual
nominee, write any such nominees name
above.) |

| MARK
HERE FOR ADDRESS CHANGE AND NOTE AT LEFT | [ ] |
| --- | --- |
| MARK
HERE FOR COMMENT AND NOTE AT LEFT | [
] |

Signature: ____ Date: __ Signature: _____ Date: ____

PROXY

EATON VANCE MASSACHUSETTS MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 24, 2006 Proxy Solicited on Behalf of the Board of Trustees

HOLDERS OF AUCTION PREFERRED SHARES

The undersigned holder of Auction Preferred Shares of beneficial interest of Eaton Vance Massachusetts Municipal Income Trust, a Massachusetts business trust (the Fund), hereby appoints BARBARA E. CAMPBELL, JAMES B. HAWKES, ALAN R. DYNNER and KRISTIN S. ANAGNOST, and each of them, with full power of substitution and revocation, as proxies to represent the undersigned at the Annual Meeting of Shareholders of the Fund to be held at the principal office of the Fund, The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109, on Friday, March 24, 2006 at 2:30 P.M. (Boston time), and at any and all adjournments or postponements thereof, and to vote all Auction Preferred Shares 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.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.

SEE REVERSE	SEE REVERSE
SIDE	SIDE

| | Please
mark |
| --- | --- |
| [ X
] | votes as
in |
| | this
example. |

To elect four Trustees of the Fund as follows:

| Nominees: | Benjamin C.
Esty |
| --- | --- |
| (02) | Ronald A.
Pearlman |
| (03) | Ralph F.
Verni |
| (04) | Lynn A.
Stout |

| FOR
ALL — NOMINEES | [ | ] | [ | ] | WITHHOLD
FROM — ALL
NOMINEES |
| --- | --- | --- | --- | --- | --- |

[ ] __________ (Instructions: To withhold authority to vote for any individual nominee, write any such nominees name above.)

| MARK
HERE FOR ADDRESS CHANGE AND NOTE AT LEFT | [
] |
| --- | --- |
| MARK HERE FOR
COMMENT AND NOTE AT LEFT | [
] |

Signature: ____ Date: _ Signature: _____ Date: ______

PROXY

EATON VANCE MICHIGAN MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 24, 2006 Proxy Solicited on Behalf of the Board of Trustees

HOLDERS OF AUCTION PREFERRED SHARES

The undersigned holder of Auction Preferred Shares of beneficial interest of Eaton Vance Michigan Municipal Income Trust, a Massachusetts business trust (the Fund), hereby appoints BARBARA E. CAMPBELL, JAMES B. HAWKES, ALAN R. DYNNER and WILLIAM J. AUSTIN, JR., and each of them, with full power of substitution and revocation, as proxies to represent the undersigned at the Annual Meeting of Shareholders of the Fund to be held at the principal office of the Fund, The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109, on Friday, March 24, 2006 at 2:30 P.M. (Boston time), and at any and all adjournments or postponements thereof, and to vote all Auction Preferred Shares 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.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.

SEE REVERSE	SEE REVERSE
SIDE	SIDE

| | Please
mark |
| --- | --- |
| [ X
] | votes as
in |
| | this
example. |

To elect four Trustees of the Fund as follows:

| Nominees: | Benjamin C.
Esty |
| --- | --- |
| (02) | Ronald A.
Pearlman |
| (03) | Ralph F.
Verni |
| (04) | Lynn A.
Stout |

| FOR
ALL — NOMINEES | [ | ] | [ | ] | WITHHOLD
FROM — ALL
NOMINEES |
| --- | --- | --- | --- | --- | --- |

[
(Instructions:
To withhold authority to vote for any
individual
nominee, write any such nominees name above.)

| MARK
HERE FOR ADDRESS CHANGE AND NOTE AT LEFT | [
] |
| --- | --- |
| MARK HERE FOR
COMMENT AND NOTE AT LEFT | [
] |

Signature: ____ Date: __ Signature: ______ Date: ______

PROXY

EATON VANCE NEW JERSEY MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 24, 2006 Proxy Solicited on Behalf of the Board of Trustees

HOLDERS OF AUCTION PREFERRED SHARES

The undersigned holder of Auction Preferred Shares of beneficial interest of Eaton Vance New Jersey Municipal Income Trust, a Massachusetts business trust (the Fund), hereby appoints BARBARA E. CAMPBELL, JAMES B. HAWKES, ALAN R. DYNNER and KRISTIN S. ANAGNOST, and each of them, with full power of substitution and revocation, as proxies to represent the undersigned at the Annual Meeting of Shareholders of the Fund to be held at the principal office of the Fund, The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109, on Friday, March 24, 2006 at 2:30 P.M. (Boston time), and at any and all adjournments or postponements thereof, and to vote all Auction Preferred Shares 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.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.

SEE REVERSE	SEE REVERSE
SIDE	SIDE

| | Please
mark |
| --- | --- |
| [ X
] | votes as
in |
| | this
example. |

To elect four Trustees of the Fund as follows:

| Nominees: | Benjamin C.
Esty |
| --- | --- |
| (02) | Ronald A.
Pearlman |
| (03) | Ralph F.
Verni |
| (04) | Lynn A.
Stout |

| FOR
ALL — NOMINEES | [ | ] | [ | ] | WITHHOLD
FROM — ALL
NOMINEES |
| --- | --- | --- | --- | --- | --- |

[
(Instructions:
To withhold authority to vote for any
individual
nominee, write any such nominees name above.)

| MARK
HERE FOR ADDRESS CHANGE AND NOTE AT LEFT | [ ] |
| --- | --- |
| MARK HERE FOR
COMMENT AND NOTE AT LEFT | [ ] |

Signature: ____ Date: __ Signature:_____ Date: _______

PROXY

EATON VANCE NEW YORK MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 24, 2006 Proxy Solicited on Behalf of the Board of Trustees

HOLDERS OF AUCTION PREFERRED SHARES

The undersigned holder of Auction Preferred Shares of beneficial interest of Eaton Vance New York Municipal Income Trust, a Massachusetts business trust (the Fund), hereby appoints BARBARA E. CAMPBELL, JAMES B. HAWKES, ALAN R. DYNNER and KRISTIN S. ANAGNOST, and each of them, with full power of substitution and revocation, as proxies to represent the undersigned at the Annual Meeting of Shareholders of the Fund to be held at the principal office of the Fund, The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109, on Friday, March 24, 2006 at 2:30 P.M. (Boston time), and at any and all adjournments or postponements thereof, and to vote all Auction Preferred Shares 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.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.

SEE REVERSE	SEE REVERSE
SIDE	SIDE

| | Please
mark |
| --- | --- |
| [ X
] | votes as
in |
| | this
example. |

To elect four Trustees of the Fund as follows:

| Nominees: | Benjamin C.
Esty |
| --- | --- |
| (02) | Ronald A.
Pearlman |
| (03) | Ralph F.
Verni |
| (04) | Lynn A.
Stout |

| FOR
ALL — NOMINEES | [ | ] | [ | ] | WITHHOLD
FROM — ALL
NOMINEES |
| --- | --- | --- | --- | --- | --- |

| [ |
| --- |
| (Instructions:
To withhold authority to vote for any |
| individual
nominee, write any such nominees name
above.) |

| MARK
HERE FOR ADDRESS CHANGE AND NOTE AT LEFT | [ ] |
| --- | --- |
| MARK
HERE FOR COMMENT AND NOTE AT LEFT | [
] |

Signature: ____ Date: __ Signature:_____ Date: ______

PROXY

EATON VANCE OHIO MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 24, 2006 Proxy Solicited on Behalf of the Board of Trustees

HOLDERS OF AUCTION PREFERRED SHARES

The undersigned holder of Auction Preferred Shares of beneficial interest of Eaton Vance Ohio Municipal Income Trust, a Massachusetts business trust (the Fund), hereby appoints BARBARA E. CAMPBELL, JAMES B. HAWKES, ALAN R. DYNNER and KRISTIN S. ANAGNOST, and each of them, with full power of substitution and revocation, as proxies to represent the undersigned at the Annual Meeting of Shareholders of the Fund to be held at the principal office of the Fund, The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109, on Friday, March 24, 2006 at 2:30 P.M. (Boston time), and at any and all adjournments or postponements thereof, and to vote all Auction Preferred Shares 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.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.

SEE REVERSE	SEE REVERSE
SIDE	SIDE

| | Please
mark |
| --- | --- |
| [ X
] | votes as
in |
| | this
example. |

To elect four Trustees of the Fund as follows:

| Nominees: | Benjamin C.
Esty |
| --- | --- |
| (02) | Ronald A.
Pearlman |
| (03) | Ralph F.
Verni |
| (04) | Lynn A.
Stout |

| FOR
ALL — NOMINEES | [ | ] | [ | ] | WITHHOLD
FROM — ALL
NOMINEES |
| --- | --- | --- | --- | --- | --- |

| [ |
| --- |
| (Instructions:
To withhold authority to vote for any |
| individual
nominee, write any such nominees name
above.) |

| MARK
HERE FOR ADDRESS CHANGE AND NOTE AT LEFT | [ ] |
| --- | --- |
| MARK
HERE FOR COMMENT AND NOTE AT LEFT | [ ] |

Signature: ____ Date: __ Signature: ____ Date: __

PROXY

EATON VANCE PENNSYLVANIA MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 24, 2006 Proxy Solicited on Behalf of the Board of Trustees

HOLDERS OF AUCTION PREFERRED SHARES

The undersigned holder of Auction Preferred Shares of beneficial interest of Eaton Vance Pennsylvania Municipal Income Trust, a Massachusetts business trust (the Fund), hereby appoints BARBARA E. CAMPBELL, JAMES B. HAWKES, ALAN R. DYNNER and WILLIAM J. AUSTIN, JR., and each of them, with full power of substitution and revocation, as proxies to represent the undersigned at the Annual Meeting of Shareholders of the Fund to be held at the principal office of the Fund, The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109, on Friday, March 24, 2006 at 2:30 P.M. (Boston time), and at any and all adjournments or postponements thereof, and to vote all Auction Preferred Shares 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.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.

SEE REVERSE	SEE REVERSE
SIDE	SIDE

| | Please
mark |
| --- | --- |
| [ X
] | votes as
in |
| | this
example. |

To elect four Trustees of the Fund as follows:

| Nominees: | Benjamin C.
Esty |
| --- | --- |
| (02) | Ronald A.
Pearlman |
| (03) | Ralph F.
Verni |
| (04) | Lynn A.
Stout |

| FOR
ALL — NOMINEES | [ | ] | [ | ] | WITHHOLD
FROM — ALL
NOMINEES |
| --- | --- | --- | --- | --- | --- |

| [ |
| --- |
| (Instructions:
To withhold authority to vote for any |
| individual
nominee, write any such nominees name
above.) |

| MARK
HERE FOR ADDRESS CHANGE AND NOTE AT LEFT | [ ] |
| --- | --- |
| MARK HERE FOR COMMENT AND NOTE AT LEFT | [ ] |

Signature: ____ Date: __ Signature: _____ Date: ___

PROXY

EATON VANCE MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 24, 2006 Proxy Solicited on Behalf of the Board of Trustees

HOLDERS OF COMMON SHARES

The undersigned holder of Common Shares of beneficial interest of Eaton Vance Municipal Income Trust, a Massachusetts business trust (the Fund), hereby appoints BARBARA E. CAMPBELL, JAMES B. HAWKES, ALAN R. DYNNER and KEVIN M. CONNERTY, and each of them, with full power of substitution and revocation, as proxies to represent the undersigned at the Annual Meeting of Shareholders of the Fund to be held at the principal office of the Fund, The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109, on Friday, March 24, 2006 at 2:30 P.M. (Boston time), and at any and all adjournments or postponements thereof, and to vote all Common Shares 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.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.

SEE REVERSE	SEE REVERSE
SIDE	SIDE

| | Please
mark |
| --- | --- |
| [ X
] | votes as
in |
| | this
example. |

To elect four Trustees of the Fund as follows:

| Nominees: | Benjamin C.
Esty |
| --- | --- |
| (02) | Ronald A.
Pearlman |
| (03) | Ralph F.
Verni |
| (04) | Lynn A.
Stout |

| FOR
ALL — NOMINEES | [ | ] | [ | ] | WITHHOLD
FROM — ALL
NOMINEES |
| --- | --- | --- | --- | --- | --- |

| [ |
| --- |
| (Instructions:
To withhold authority to vote for any |
| individual
nominee, write any such nominees name
above.) |

| MARK
HERE FOR ADDRESS CHANGE AND NOTE AT LEFT | [ ] |
| --- | --- |
| MARK HERE FOR COMMENT AND NOTE AT LEFT | [
] |

Signature: ____ Date: __ Signature: _____ Date: _____

PROXY

EATON VANCE CALIFORNIA MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 24, 2006 Proxy Solicited on Behalf of the Board of Trustees

HOLDERS OF COMMON SHARES

The undersigned holder of Common Shares of beneficial interest of Eaton Vance California Municipal Income Trust, a Massachusetts business trust (the Fund), hereby appoints BARBARA E. CAMPBELL, JAMES B. HAWKES, ALAN R. DYNNER and KRISTIN S. ANAGNOST, and each of them, with full power of substitution and revocation, as proxies to represent the undersigned at the Annual Meeting of Shareholders of the Fund to be held at the principal office of the Fund, The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109, on Friday, March 24, 2006 at 2:30 P.M. (Boston time), and at any and all adjournments or postponements thereof, and to vote all Common Shares 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.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.

SEE REVERSE	SEE REVERSE
SIDE	SIDE

| | Please
mark |
| --- | --- |
| [ X
] | votes as
in |
| | this
example. |

To elect four Trustees of the Fund as follows:

| Nominees: | Benjamin C.
Esty |
| --- | --- |
| (02) | Ronald A.
Pearlman |
| (03) | Ralph F.
Verni |
| (04) | Lynn A.
Stout |

| FOR
ALL — NOMINEES | [ | ] | [ | ] | WITHHOLD
FROM — ALL
NOMINEES |
| --- | --- | --- | --- | --- | --- |

[
(Instructions:
To withhold authority to vote for any
individual
nominee, write any such nominees name above.)

| MARK
HERE FOR ADDRESS CHANGE AND NOTE AT LEFT | [ ] |
| --- | --- |
| MARK
HERE FOR COMMENT AND NOTE AT LEFT | [
] |

Signature: ____ Date: __ Signature: _____ Date: _____

PROXY

EATON VANCE FLORIDA MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 24, 2006 Proxy Solicited on Behalf of the Board of Trustees

HOLDERS OF COMMON SHARES

The undersigned holder of Common Shares of beneficial interest of Eaton Vance Florida Municipal Income Trust, a Massachusetts business trust (the Fund), hereby appoints BARBARA E. CAMPBELL, JAMES B. HAWKES, ALAN R. DYNNER and KRISTIN S. ANAGNOST, and each of them, with full power of substitution and revocation, as proxies to represent the undersigned at the Annual Meeting of Shareholders of the Fund to be held at the principal office of the Fund, The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109, on Friday, March 24, 2006 at 2:30 P.M. (Boston time), and at any and all adjournments or postponements thereof, and to vote all Common Shares 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.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.

SEE REVERSE	SEE REVERSE
SIDE	SIDE

| | Please
mark |
| --- | --- |
| [ X
] | votes as
in |
| | this
example. |

To elect four Trustees of the Fund as follows:

| Nominees: | Benjamin C.
Esty |
| --- | --- |
| (02) | Ronald A.
Pearlman |
| (03) | Ralph F.
Verni |
| (04) | Lynn A.
Stout |

| FOR
ALL — NOMINEES | [ | ] | [ | ] | WITHHOLD
FROM — ALL
NOMINEES |
| --- | --- | --- | --- | --- | --- |

[
(Instructions:
To withhold authority to vote for any
individual
nominee, write any such nominees name above.)

| MARK
HERE FOR ADDRESS CHANGE AND NOTE AT LEFT | [ ] |
| --- | --- |
| MARK
HERE FOR COMMENT AND NOTE AT LEFT | [
] |

Signature: ____ Date: __ Signature: _____ Date: _____

PROXY

EATON VANCE MASSACHUSETTS MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 24, 2006 Proxy Solicited on Behalf of the Board of Trustees

HOLDERS OF COMMON SHARES

The undersigned holder of Common Shares of beneficial interest of Eaton Vance Massachusetts Municipal Income Trust, a Massachusetts business trust (the Fund), hereby appoints BARBARA E. CAMPBELL, JAMES B. HAWKES, ALAN R. DYNNER and KRISTIN S. ANAGNOST, and each of them, with full power of substitution and revocation, as proxies to represent the undersigned at the Annual Meeting of Shareholders of the Fund to be held at the principal office of the Fund, The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109, on Friday, March 24, 2006 at 2:30 P.M. (Boston time), and at any and all adjournments or postponements thereof, and to vote all Common Shares 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.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.

SEE REVERSE	SEE REVERSE
SIDE	SIDE

| | Please
mark |
| --- | --- |
| [ X
] | votes as
in |
| | this
example. |

To elect four Trustees of the Fund as follows:

| Nominees: | Benjamin C.
Esty |
| --- | --- |
| (02) | Ronald A.
Pearlman |
| (03) | Ralph F.
Verni |
| (04) | Lynn A.
Stout |

| FOR
ALL — NOMINEES | [ | ] | [ | ] | WITHHOLD
FROM — ALL
NOMINEES |
| --- | --- | --- | --- | --- | --- |

[
(Instructions:
To withhold authority to vote for any
individual
nominee, write any such nominees name above.)

| MARK
HERE FOR ADDRESS CHANGE AND NOTE AT LEFT | [ ] |
| --- | --- |
| MARK
HERE FOR COMMENT AND NOTE AT LEFT | [ ] |

Signature: ____ Date: __ Signature: _____ Date: ___

PROXY

EATON VANCE MICHIGAN MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 24, 2006 Proxy Solicited on Behalf of the Board of Trustees

HOLDERS OF COMMON SHARES

The undersigned holder of Common Shares of beneficial interest of Eaton Vance Michigan Municipal Income Trust, a Massachusetts business trust (the Fund), hereby appoints BARBARA E. CAMPBELL, JAMES B. HAWKES, ALAN R. DYNNER and WILLIAM J. AUSTIN, JR., and each of them, with full power of substitution and revocation, as proxies to represent the undersigned at the Annual Meeting of Shareholders of the Fund to be held at the principal office of the Fund, The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109, on Friday, March 24, 2006 at 2:30 P.M. (Boston time), and at any and all adjournments or postponements thereof, and to vote all Common Shares 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.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.

SEE REVERSE	SEE REVERSE
SIDE	SIDE

| | Please
mark |
| --- | --- |
| [ X
] | votes as
in |
| | this
example. |

To elect four Trustees of the Fund as follows:

| Nominees: | Benjamin C.
Esty |
| --- | --- |
| (02) | Ronald A.
Pearlman |
| (03) | Ralph F.
Verni |
| (04) | Lynn A.
Stout |

| FOR
ALL — NOMINEES | [ | ] | [ | ] | WITHHOLD
FROM — ALL
NOMINEES |
| --- | --- | --- | --- | --- | --- |

[
(Instructions:
To withhold authority to vote for any
individual
nominee, write any such nominees name above.)

| MARK
HERE FOR ADDRESS CHANGE AND NOTE AT LEFT | [
] |
| --- | --- |
| MARK
HERE FOR COMMENT AND NOTE AT LEFT | [
] |

Signature: ____ Date: __ Signature: _____ Date: _____

PROXY

EATON VANCE NEW JERSEY MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 24, 2006 Proxy Solicited on Behalf of the Board of Trustees

HOLDERS OF COMMON SHARES

The undersigned holder of Common Shares of beneficial interest of Eaton Vance New Jersey Municipal Income Trust, a Massachusetts business trust (the Fund), hereby appoints BARBARA E. CAMPBELL, JAMES B. HAWKES, ALAN R. DYNNER and KRISTIN S. ANAGNOST, and each of them, with full power of substitution and revocation, as proxies to represent the undersigned at the Annual Meeting of Shareholders of the Fund to be held at the principal office of the Fund, The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109, on Friday, March 24, 2006 at 2:30 P.M. (Boston time), and at any and all adjournments or postponements thereof, and to vote all Common Shares 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.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.

SEE REVERSE	SEE REVERSE
SIDE	SIDE

| | Please
mark |
| --- | --- |
| [ X
] | votes as
in |
| | this
example. |

To elect four Trustees of the Fund as follows:

| Nominees: | Benjamin C.
Esty |
| --- | --- |
| (02) | Ronald A.
Pearlman |
| (03) | Ralph F.
Verni |
| (04) | Lynn A.
Stout |

| FOR
ALL — NOMINEES | [ | ] | [ | ] | WITHHOLD
FROM — ALL
NOMINEES |
| --- | --- | --- | --- | --- | --- |

[
(Instructions:
To withhold authority to vote for any
individual
nominee, write any such nominees name above.)

| MARK
HERE FOR ADDRESS CHANGE AND NOTE AT LEFT | [ ] |
| --- | --- |
| MARK
HERE FOR COMMENT AND NOTE AT LEFT | [
] |

Signature: ____ Date: __ Signature: _____ Date: _____

PROXY

EATON VANCE NEW YORK MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 24, 2006 Proxy Solicited on Behalf of the Board of Trustees

HOLDERS OF COMMON SHARES

The undersigned holder of Common Shares of beneficial interest of Eaton Vance New York Municipal Income Trust, a Massachusetts business trust (the Fund), hereby appoints BARBARA E. CAMPBELL, JAMES B. HAWKES, ALAN R. DYNNER and KRISTIN S. ANAGNOST, and each of them, with full power of substitution and revocation, as proxies to represent the undersigned at the Annual Meeting of Shareholders of the Fund to be held at the principal office of the Fund, The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109, on Friday, March 24, 2006 at 2:30 P.M. (Boston time), and at any and all adjournments or postponements thereof, and to vote all Common Shares 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.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.

SEE REVERSE	SEE REVERSE
SIDE	SIDE

| | Please
mark |
| --- | --- |
| [ X
] | votes as
in |
| | this
example. |

To elect four Trustees of the Fund as follows:

| Nominees: | Benjamin C.
Esty |
| --- | --- |
| (02) | Ronald A.
Pearlman |
| (03) | Ralph F.
Verni |
| (04) | Lynn A.
Stout |

| FOR
ALL — NOMINEES | [ | ] | [ | ] | WITHHOLD
FROM — ALL
NOMINEES |
| --- | --- | --- | --- | --- | --- |

[
(Instructions:
To withhold authority to vote for any
individual
nominee, write any such nominees name above.)

| MARK
HERE FOR ADDRESS CHANGE AND NOTE AT LEFT | [ ] |
| --- | --- |
| MARK
HERE FOR COMMENT AND NOTE AT LEFT | [
] |

Signature: ____ Date: __ Signature: ____ Date: _______

PROXY

EATON VANCE OHIO MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 24, 2006 Proxy Solicited on Behalf of the Board of Trustees

HOLDERS OF COMMON SHARES

The undersigned holder of Common Shares of beneficial interest of Eaton Vance Ohio Municipal Income Trust, a Massachusetts business trust (the Fund), hereby appoints BARBARA E. CAMPBELL, JAMES B. HAWKES, ALAN R. DYNNER and KRISTIN S. ANAGNOST, and each of them, with full power of substitution and revocation, as proxies to represent the undersigned at the Annual Meeting of Shareholders of the Fund to be held at the principal office of the Fund, The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109, on Friday, March 24, 2006 at 2:30 P.M. (Boston time), and at any and all adjournments or postponements thereof, and to vote all Common Shares 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.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.

SEE REVERSE	SEE REVERSE
SIDE	SIDE

| | Please
mark |
| --- | --- |
| [ X
] | votes as
in |
| | this
example. |

To elect four Trustees of the Fund as follows:

| Nominees: | Benjamin C.
Esty |
| --- | --- |
| (02) | Ronald A.
Pearlman |
| (03) | Ralph F.
Verni |
| (04) | Lynn A.
Stout |

| FOR
ALL — NOMINEES | [ | ] | [ | ] | WITHHOLD
FROM — ALL
NOMINEES |
| --- | --- | --- | --- | --- | --- |

[
(Instructions:
To withhold authority to vote for any
individual
nominee, write any such nominees name above.)

| MARK
HERE FOR ADDRESS CHANGE AND NOTE AT LEFT | [ ] |
| --- | --- |
| MARK
HERE FOR COMMENT AND NOTE AT LEFT | [
] |

Signature: ____ Date: __ Signature: _____ Date: _____

PROXY

EATON VANCE PENNSYLVANIA MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 24, 2006 Proxy Solicited on Behalf of the Board of Trustees

HOLDERS OF COMMON SHARES

The undersigned holder of Common Shares of beneficial interest of Eaton Vance Pennsylvania Municipal Income Trust, a Massachusetts business trust (the Fund), hereby appoints BARBARA E. CAMPBELL, JAMES B. HAWKES, ALAN R. DYNNER and WILLIAM J. AUSTIN, JR., and each of them, with full power of substitution and revocation, as proxies to represent the undersigned at the Annual Meeting of Shareholders of the Fund to be held at the principal office of the Fund, The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109, on Friday, March 24, 2006 at 2:30 P.M. (Boston time), and at any and all adjournments or postponements thereof, and to vote all Common Shares 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.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.

SEE REVERSE	SEE REVERSE
SIDE	SIDE

| | Please
mark |
| --- | --- |
| [ X
] | votes as
in |
| | this
example. |

To elect four Trustees of the Fund as follows:

| Nominees: | Benjamin C.
Esty |
| --- | --- |
| (02) | Ronald A.
Pearlman |
| (03) | Ralph F.
Verni |
| (04) | Lynn A.
Stout |

| FOR
ALL — NOMINEES | [ | ] | [ | ] | WITHHOLD
FROM — ALL
NOMINEES |
| --- | --- | --- | --- | --- | --- |

[
(Instructions:
To withhold authority to vote for any
individual
nominee, write any such nominees name above.)

| MARK
HERE FOR ADDRESS CHANGE AND NOTE AT LEFT | [ ] |
| --- | --- |
| MARK
HERE FOR COMMENT AND NOTE AT LEFT | [
] |

Signature: ____ Date: __ Signature: _____ Date: ___

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