Eaton Vance Municipal Income Trust

Regulatory Filings • Jul 10, 2009

POS EX 1 evnpea1partc.htm MUNI INCOME TRUST N-14 PEA #1 DTD 7-10-09 evnpea1partc.htm - Generated by SEC Publisher for SEC Filing

As filed with the Securities and Exchange Commission on July 10, 2009 1933 Act File No. 333-156299

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933	¨
Pre-Effective Amendment No.	¨
Post-Effective Amendment No. 1	x
EATON VANCE MUNICIPAL INCOME TRUST
(Exact name of Registrant as Specified in Charter)
The Eaton Vance Building, Two International Place, Boston, MA 02110
(Address of Principal Executive Offices)
(617) 482-8260
(Registrant's Telephone Number)
MAUREEN A. GEMMA
The Eaton Vance Building, Two International Place, Boston, MA 02110
(Name and Address of Agent for Service)
With copies to:
Mark P. Goshko, Esq.
K&L Gates LLP
One Lincoln Street, Boston, MA 02111

EATON VANCE MUNICIPAL INCOME TRUST (the “Registrant”)

CONTENTS OF REGISTRATION STATEMENT ON FORM N-14

This Registration Statement contains the following papers and documents:
Cover Sheet
Part A	-	Proxy Statement/Prospectus*
Part B	-	Statement of Additional Information*
Part C	-	Other Information
Signature Page
Exhibit Index
Exhibits
* Previously filed in Registrant’s Registration Statement on Form N-14, File No. 333-156299 (the “Registration Statement”) on December 18, 2008 (Accession No. 0000940394-08- 001591), and subsequently amended in the Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on March 18, 2009 (Accession No. 000940394-09-000227) (“Amendment No. 1”), and supplemented on March 23, 2009. Parts A and B of Amendment No. 1, in their definitive form as supplemented, are incorporated by reference into this amendment.

PART C

OTHER INFORMATION

Item 15. Indemnification

Article IV of the Registrant’s Agreement and Declaration of Trust permits Trustee and officer indemnification by By-Law, contract and vote. Article XII of the By-Laws contains indemnification provisions.

The Registrant’s Trustees and officers are insured under a standard mutual fund errors and omissions insurance policy covering loss incurred by reason of negligent errors and omissions committed in their capacities as such.

The advisory agreement of the Registrant provides the investment adviser limitation of liability to the Trust and its shareholders in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties under the agreement.

The underwriting agreement of the Registrant also provides for reciprocal indemnity of the principal underwriter, on the one hand, and the Trustees and officers, on the other.

Item 16. Exhibits
(1) (a)	Agreement and Declaration of Trust dated December 10, 1998 is incorporated
	herein by reference to the Registrant’s initial Registration Statement on Form N-2
	(File Nos. 333-68719 and 811-09141) as to the Registrant’s common shares of
	beneficial interest (“Common Shares”) filed with the Securities and Exchange
	Commission (the “Commission”) on December 11, 1998 (Accession No.
	0000940394-98-000411) (“Initial Common Shares Registration Statement”).
(b)	Amendment to Agreement and Declaration of Trust dated August 11, 2008 filed as
	Exhibit (1)(b) to the Registrant’s Registration Statement filed on Form N-14 on
	December 18, 2008 (Accession No. 0000940394-08-001591) (the “Initial N-14”)
	and incorporated herein by reference.
(2) (a)	By-Laws are incorporated herein by reference to the Registrant’s Initial Common
	Shares Registration Statement.
(b)	Amendment to By-Laws incorporated herein by reference to the Registrant’s APS
	Pre-Effective Amendment No. 1 on Form N-2/A (File No. 333-70725) and
	Amendment No. 3 (File No. 811-09141) filed with the Commission on March 1,
	1999 (Accession No. 0000950135-99-001095) (“APS Pre-Effective Amendment
	No. 1”).
(c)	Amendment to By-Laws dated August 16, 1998 filed as Exhibit (2)(c) to the
	Registrant’s Initial N-14 and incorporated herein by reference.
(d)	Amendment to By-Laws dated February 13, 2003 filed as Exhibit (2)(d) to the
	Registrant’s Initial N-14 and incorporated herein by reference.

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(e)	Amendment to By-Laws dated December 20, 2004 filed as Exhibit (2)(e) to the
	Registrant’s Initial N-14 and incorporated herein by reference.
(f)	Amendment to By-Laws dated February 7, 2005 filed as Exhibit (2)(f) to the
	Registrant’s Initial N-14 and incorporated herein by reference.
(g)	Amendment to By-Laws dated February 8, 2005 filed as Exhibit (2)(g) to the
	Registrant’s Initial N-14 and incorporated herein by reference.
(h)	Amendment to By-Laws dated September 15, 2005 filed as Exhibit (2)(h) to the
	Registrant’s Initial N-14 and incorporated herein by reference.
(i)	Amendment to By-Laws dated December 11, 2006 filed as Exhibit (2)(i) to the
	Registrant’s Initial N-14 and incorporated herein by reference.
(j)	Amendment to By-Laws dated August 11, 2008 filed as Exhibit (2)(j) to the
	Registrant’s Initial N-14 and incorporated herein by reference.
(k)	Amendment to By-Laws dated November 17, 2008 filed as Exhibit (2)(k) to the
	Registrant’s Initial N-14 and incorporated herein by reference.
(3)	Not applicable.
(4)	Agreement and Plan of Reorganization by and between Eaton Vance Municipal
	Income Trust and Eaton Vance National Municipal Income Trust – filed herewith.
(5) (a)	Specimen Certificate for Common Shares of Beneficial Interest incorporated herein
	the Registrant’s Common Shares Pre-Effective Amendment No. 1 on Form N-2/A
	(File No. 333-68719) and Amendment No. 2 (File No. 811-21142) filed with the
	Commission on January 26, 1999 (Accession No. 0000950135-99-000298)
	(“Common Shares Pre-Effective Amendment No. 1”).
(b)	Specimen Certificate of Series A Auction Preferred Shares is incorporated herein by
	reference to the Registrant’s APS Pre-Effective Amendment No. 1.
(c)	Specimen Certificate of Series B Auction Preferred Shares is incorporated herein by
	reference to Registrant’s APS Pre-Effective Amendment No. 1.
(d)	Specimen Certificate of Series C Auction Preferred Shares filed as Exhibit (5)(d) to
	the Registrant’s Initial N-14 and incorporated herein by reference.
(6)	Investment Advisory Agreement dated December 21, 1998 is incorporated herein
	reference to the Registrant’s Common Shares Pre-Effective Amendment No. 1.
(7) (a)	Form of Underwriting Agreement as to Registrant’s Common Shares is incorporated
	herein by reference to the Registrant’s Common Shares Pre-Effective Amendment
	No. 1.

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(b)	Amended and Restated Master Agreement Among Underwriters as to Registrant’s
	Common Shares is incorporated herein by reference to the Registrant’s Common
	Shares Pre-Effective Amendment No. 1.
(c)	Amended and Restated Master Selected Dealers Agreement as to Registrant’s
	Common Shares is incorporated herein by reference to the Registrant’s Common
	Shares Pre-Effective Amendment No. 1.
(d)	Underwriting Agreement as to Registrant’s Auction Preferred Shares is incorporated
	herein by reference to the Registrant’s APS Pre-Effective Amendment No. 1.
(e)	Amended and Restated Master Agreement Among Underwriters as to Registrant’s
	Auction Preferred Shares is incorporated herein by reference to the Registrant’s
	Common Shares Pre-Effective Amendment No. 1.
(f)	Amended and Restated Master Selected Dealers Agreement as to Registrant’s
	Auction Preferred Shares is incorporated herein by reference to the Registrant’s
	Common Shares Pre-Effective Amendment No. 1.
(8)	Not applicable.
(9) (a)	Master Custodian Agreement with State Street Bank and Trust Company (as
	successor to Investors Bank & Trust Company) dated December 21, 1998 is
	incorporated herein by reference to the Registrant’s Common Shares Pre-Effective
	Amendment No. 1.
(b)	Extension Agreement dated August 31, 2005 to Master Custodian Agreement with
	State Street Bank and Trust Company (as successor to Investors Bank & Trust
	Company) filed as Exhibit (j)(2) to Pre-Effective Amendment No. 2 on Form N-2
	Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund (File Nos. 333-
	123961, 811-21745) filed with the Commission on September 26, 2005
	(Accession No. 0000950135-05-005528) and incorporated herein by reference.
(c)	Delegation Agreement dated December 11, 2000, with State Street Bank and Trust
	Company (as successor to Investors Bank & Trust Company) filed as Exhibit (j)(e)
	the Eaton Vance Prime Rate Reserves on Form N-2, Amendment No. 5 (File Nos.
	333-32267, 811-05808) filed April 3, 2001 (Accession No. 0000940394-01-
	500126) and incorporated herein by reference.
(10)	Not applicable.
(11)	Opinion and Consent of Internal Counsel as to legality of securities being registered
	by Registrant filed as Exhibit (11) to the Registrant’s Pre-Effective Amendment No
	1 on Form N-14 filed with the Commission on March 18, 2009 (Accession No.
	0000940394-09-000227) (the “N-14 Pre-Effective Amendment No. 1”) and
	incorporated herein by reference.
(12)	Opinion of K&L Gates LLP as to tax matters and consent filed herewith.

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(13) (a)	Transfer Agency and Services Agreement dated February 5, 2007 filed as Exhibit
	(k)(1) to Pre-Effective Amendment No. 1 of Eaton Vance Risk-Managed Diversified
	Equity Income Fund (File Nos. 333-141981, 811-22044) filed with the
	Commission on June 6, 2007 (Accession No. 0000950135-07-003798) and
	incorporated herein by reference.
(b)	Amendment effective April 21, 2008 to the Transfer Agency and Services Agreement
	filed as Exhibit (13)(b) to the Initial N-14 filing of Eaton Vance Insured Municipal
	Bond Fund (File Nos. 333-152410, 811-21142) filed with the Commission on July
	18, 2008 (Accession No. 0000940394-08-001104) and incorporated herein by
	reference.
(c)	Amendment effective April 21, 2008 to the Transfer Agency and Services Agreement
	filed as Exhibit (13)(c) to the Initial N-14 filing of Eaton Vance Insured Municipal
	Bond Fund (File Nos. 333-152410, 811-21142) filed with the Commission on July
	18, 2008 (Accession No. 0000940394-08-001104) and incorporated herein by
	reference.
(d)	Administration Agreement dated December 21, 1998 is incorporated herein by
	reference to the Registrant’s Common Shares Pre-Effective Amendment No. 1.
(e)	Letter Agreement with Eaton Vance Management is incorporated herein by reference
	to the Registrant’s Common Shares Pre-Effective Amendment No. 1.
(f)	Auction Agreement between Registrant and the Auction Agent as to Registrant’s
	Auction Preferred Shares incorporated herein by reference to Registrant’s APS Pre-
	Effective Amendment No. 1.
(g)	Broker-Dealer Agreement as to Registrant’s Auction Preferred Shares incorporated
	herein by reference to Registrant’s APS Pre-Effective Amendment No. 1.
(14)	Consent of Independent Registered Public Accounting Firm filed as Exhibit (14) to
	the Registrant’s N-14 Pre-Effective Amendment No. 1 and incorporated herein by
	reference.
(15)	Not applicable.
(16) (a) Power of Attorney dated August 29, 2008 filed as Exhibit (16)(a) to the Registrant’s
	Initial N-14 and incorporated herein by reference.
(17) (a) (i)		Eaton Vance National Municipal Income Trust Annual Report to
		Shareholders for the period ended November 30, 2008 filed as Exhibit
		(17)(a)(i) to the Registrant’s N-14 Pre-Effective Amendment No. 1 and
		incorporated herein by reference.
	(ii)	Eaton Vance Municipal Income Trust Annual Report to Shareholders for
		the period ended November 30, 2008 filed as Exhibit (17)(a)(ii) to the
		Registrant’s N-14 Pre-Effective Amendment No. 1 and incorporated herein
		by reference.

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(b)	Form of Proxy Cards filed as Exhibit (17)(b) to the Registrant’s N-14 Pre-Effective
	Amendment No. 1 and incorporated herein by reference.
(c)	Amended and Restated Dividend Reinvestment Plan filed as Exhibit (17)(c) to the
	Registrant’s Initial N-14 and incorporated herein by reference.

Item 17. Undertakings

1. The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) under the Securities Act of 1933, as amended (the “1933 Act”), the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

2. The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new Registration Statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

NOTICE

A copy of the Agreement and Declaration of Trust of Eaton Vance Municipal Income Trust is on file with the Secretary of State of the Commonwealth of Massachusetts and notice is hereby given that this instrument is executed on behalf of the Registrant by an officer of the Registrant as an officer and not individually and that the obligations of or arising out of this instrument are not binding upon any of the Trustees, officers or shareholders individually, but are binding only upon the assets and property of the Registrant.

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SIGNATURES

As required by the Securities Act of 1933, as amended, this Registration Statement has been signed on its behalf by the Registrant, in the City of Boston and the Commonwealth of Massachusetts, on the 10 th day of July, 2009.

EATON VANCE MUNICIPAL INCOME TRUST
By:	/s/ Robert B. MacIntosh
	Robert B. MacIntosh
	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ Robert B. MacIntosh	President and Principal	July 10, 2009
Robert B. MacIntosh	Executive Officer
/s/ Barbara E. Campbell	Treasurer and Principal Financial	July 10, 2009
Barbara E. Campbell	and Accounting Officer
Benjamin C. Esty*	Trustee	July 10, 2009
Benjamin C. Esty
/s/ Thomas E. Faust Jr.	Trustee	July 10, 2009
Thomas E. Faust Jr.
Allen R. Freedman*	Trustee	July 10, 2009
Allen R. Freedman
William H. Park*	Trustee	July 10, 2009
William H. Park
Ronald A. Pearlman*	Trustee	July 10, 2009
Ronald A. Pearlman
Heidi L. Steiger*	Trustee	July 10, 2009
Heidi L. Steiger
Lynn A. Stout*	Trustee	July 10, 2009
Lynn A. Stout
Ralph F. Verni*	Trustee	July 10, 2009
Ralph F. Verni
* By: /s/ Maureen A. Gemma
Maureen A. Gemma (As attorney-in-fact)

INDEX TO EXHIBITS

(4)	Agreement and Plan of Reorganization between Eaton Vance Municipal
	Income Trust and Eaton Vance National Municipal Income Trust
(12)	Opinion of K&L Gates LLP regarding certain tax matters and consequences to
	shareholders