Eaton Vance Municipal Income Trust

N-CSRS 1 b87342a1nvcsrs.htm EATON VANCE MUNICIPAL INCOME TRUST Eaton Vance Municipal Income Trust PAGEBREAK

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number: 811-09141

Eaton Vance Municipal Income Trust

(Exact Name of Registrant as Specified in Charter)

Two International Place, Boston, Massachusetts 02110

(Address of Principal Executive Offices)

Maureen A. Gemma Two International Place, Boston, Massachusetts 02110

(Name and Address of Agent for Services)

(617) 482-8260

(Registrants Telephone Number)

November 30

Date of Fiscal Year End

May 31, 2011

Date of Reporting Period

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Item 1. Reports to Stockholders

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Eaton Vance Municipal Income Trust Semiannual Report May 31, 2011

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Fund shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.

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Semiannual Report May 31, 2011

Eaton Vance

Municipal Income Trust

Table of Contents

Performance and Fund Profile	2
Endnotes and Additional Disclosures	3
Financial Statements	4
Annual Meeting of Shareholders	22
Board of Trustees Contract Approval	23
Officers and Trustees	26
Important Notices	27

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Eaton Vance

Municipal Income Trust

May 31, 2011

Portfolio Manager Thomas M. Metzold, CFA

Performance 1

NYSE Symbol	EVN
Inception Date	1/29/99
% Average Annual Total Returns at net asset value (NAV)
Six Months	-0.80
One Year	-0.78
Five Years	0.11
Ten Years	5.83
% Average Annual Total Returns at market price, NYSE
Six Months	5.99
One Year	5.40
Five Years	2.65
Ten Years	7.33
% Premium/Discount to NAV (5/31/11)	15.52
% Market Yields 2
Market Yield	8.16
Taxable-Equivalent Market Yield	12.55
% Total Leverage 3
Auction Preferred Shares (APS)	25.3
Residual Interest Bonds (RIB)	24.4
Comparative Performance 4	% Return
Barclays Capital Long (22+) Municipal Bond Index
Six Months	1.43
One Year	1.49
Five Years	3.51
Ten Years	5.15
Lipper General & Insured Municipal
Debt Funds (Leveraged) Average at NAV*
Six Months	2.12
One Year	2.74
Five Years	3.71
Ten Years	5.42
* Source: Lipper.

Fund Profile

Credit Quality 5 (% of total investments)

The above chart includes the ratings of securities held by special purpose vehicles established in connection with the RIB financing. 3 Absent such securities the Funds credit quality (% of total investments) is as follows:

AAA	15.4	B	6.1
AA	28.2	CCC	2.3
A	21.8	CC	0.5
BBB	12.9	D	0.4
BB	4.4	Not Rated	8.0

See Endnotes and Additional Disclosures on page 3.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in NAV or market price (as applicable) with all distributions reinvested. Fund performance at market price will differ from its results at NAV due to factors such as changing perceptions about the Fund, market conditions, fluctuations in supply and demand for Fund shares, or changes in Fund distributions. Investment return and principal value will fluctuate so that shares, when sold, may be worth more or less than their original cost. Performance less than one year is cumulative. Performance is for the stated time period only; due to market volatility, current Fund performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

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Eaton Vance Municipal Income Trust May 31, 2011

Endnotes and Additional Disclosures

1.	Performance results reflect the effects of leverage.
2.	Market yields are calculated by dividing
the last regular distribution per share (annualized)
by the market price. Taxable-equivalent performance is
based on the highest federal tax rate (35%). Lower tax
rates would result in lower tax-equivalent
performance. Actual tax rate will vary depending on
your income, exemptions and deductions. Rate does not
include state and local taxes. Distributions may be
comprised of tax-exempt income, ordinary income, net
realized capital gains and return of capital.
3.	RIB leverage represents the amount of
Floating Rate Notes outstanding as a percentage of
Fund net assets applicable to common shares plus APS
and Floating Rate Notes. See Floating Rate Notes
Issued in Conjunction with Securities Held in the
Notes to the financial statements for more information
about RIB financing. APS leverage represents the
liquidation value of the Funds APS outstanding as a
percentage of Fund net assets applicable to common
shares plus APS and Floating Rate Notes. Use of
leverage creates an opportunity for income, but
creates risks including greater price volatility. The
cost of leverage rises and falls with changes in
short-term interest rates. The Fund is required to
maintain prescribed asset coverage for its APS, which
could be reduced if Fund asset values decline.
Floating Rate Notes in both calculations reflect
adjustments for executed but unsettled TOB
transactions.
4.	The Barclays Capital Long (22+)
Municipal Bond Index is an unmanaged index of
municipal bonds traded in the U.S. with maturities of
22 years or more. Unless otherwise stated, indices do
not reflect any applicable sales charges,
commissions, leverage, taxes or other expenses of
investing. Lipper Average reflects the average annual
total return of funds in the same Lipper
classification as the Fund. It is not possible to
invest directly in an index or Lipper classification.
5.	Ratings are based on Moody, S&P or
Fitch, as applicable. Credit ratings are based largely
on the rating agencys investment analysis at the time
of rating and the rating assigned to any particular
security is not necessarily a reflection of the
issuers current financial condition. The rating
assigned to a security by a rating agency does not
necessarily reflect its assessment of the volatility
of a securitys market value or of the liquidity of an
investment in the security. If securities are rated
differently by the rating agencies, the higher rating
is shown.
	Fund profile subject to change due to active management.

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Eaton Vance

Municipal Income Trust

May 31, 2011

Portfolio of Investments (Unaudited)

Tax-Exempt Investments 200.7%
	Principal Amount
Security	(000s omitted)	Value
Cogeneration 1.3%
Maryland Energy Financing Administration, (AES Warrior Run),
(AMT), 7.40%, 9/1/19	$ 2,950	$ 2,950,000
Pennsylvania Economic Development Financing Authority,
(Northampton Generating), (AMT), 6.50%, 1/1/13	400	263,352
		$ 3,213,352
Education 15.0%
California Educational Facilities Authority, (Stanford
University),
5.25%, 12/1/32 (1)	$ 9,000	$ 9,114,930
Massachusetts Development Finance Agency, (Boston University),
6.00%, 5/15/59	1,000	1,042,960
Massachusetts Health and Educational Facilities Authority,
(Harvard University),
5.00%, 10/1/38 (1)	2,490	2,589,102
Massachusetts Health and Educational Facilities Authority,
(Harvard University),
5.50%, 11/15/36 (2)	2,500	2,735,425
New Jersey Educational Facilities Authority, (Princeton
University), 5.00%, 7/1/34	1,500	1,601,085
New York Dormitory Authority, (Cornell University),
5.00%, 7/1/39 (1)	10,500	10,906,140
New York Dormitory Authority, (The New School),
5.75%, 7/1/50	5,000	5,165,750
Oregon State Facilities Authority, (Lewis & Clark
College Project), 5.625%, 10/1/36	1,475	1,518,572
Rhode Island Health and Educational Building Corp., (University
of Rhode Island), 6.25%, 9/15/34	1,000	1,071,070
		$ 35,745,034
Electric
Utilities 2.9%
Brazos River Authority, TX, Pollution Control Revenue, (Texas
Energy Co.), (AMT), 8.25%, 5/1/33	$ 3,715	$ 1,529,688
Hawaii Department of Budget and Finance, (Hawaiian Electric
Co.), 6.50%, 7/1/39	2,540	2,555,824
Massachusetts Development Finance Agency, (Dominion Energy
Brayton Point), (AMT), 5.00%, 2/1/36	2,935	2,806,594
		$ 6,892,106
General
Obligations 12.2%
California, (AMT), 5.05%, 12/1/36	$ 1,525	$ 1,401,201
Frisco, TX, Independent School District,
5.00%, 8/15/37 (3)	9,000	9,428,220
Klein, TX, Independent School District,
5.00%, 2/1/36 (1)	3,250	3,403,302
New York,
5.00%, 2/15/34 (1)	2,500	2,640,550
Northwest Independent School District, TX,
(PSF Guaranteed),
4.00%, 2/15/35 (2)	4,000	3,655,000
Oregon, 5.00%, 8/1/36	3,000	3,149,850
Port Authority of Houston, TX, Harris County, (AMT),
5.625%, 10/1/38 (1)	2,340	2,441,088
Will County, IL, Community Unit School District No. 365-U (Valley View), 5.75%, 11/1/32	2,980	3,065,705
		$ 29,184,916
Health Care
Miscellaneous 1.2%
New Jersey Health Care Facilities Financing Authority,
(Community Hospital Group, Inc.), 5.75%, 10/1/31	$ 1,865	$ 1,943,740
Tax Revenue Exempt Securities Trust, Community Health Provider,
(Pooled Loan Program Various States Trust Certificates),
6.00%, 12/1/36 (4)	221	220,590
Tax Revenue Exempt Securities Trust, Community Health Provider,
(Pooled Loan Program Various States Trust Certificates),
6.25%, 12/1/36 (4)	583	584,678
Tax Revenue Exempt Securities Trust, Community Health Provider,
(Pooled Loan Program Various States Trust Certificates),
7.75%, 12/1/36 (4)	221	222,235
		$ 2,971,243
Hospital 22.5%
California Health Facilities Financing Authority, (Cedars-Sinai
Medical Center), 5.00%, 8/15/39	$ 2,375	$ 2,170,797
California Health Facilities Financing Authority, (Providence
Health System),
5.50%, 10/1/39 (1)(5)	10,000	10,179,700
California Statewide Communities Development Authority, (John
Muir Health), 5.00%, 8/15/34	3,500	3,216,045
California Statewide Communities Development Authority, (John
Muir Health), 5.00%, 8/15/36	3,000	2,709,570
Camden County, NJ, Improvement Authority, (Cooper Health
System), 5.00%, 2/15/25	290	263,894
Camden County, NJ, Improvement Authority, (Cooper Health
System), 5.00%, 2/15/35	1,610	1,309,864
Camden County, NJ, Improvement Authority, (Cooper Health
System), 5.25%, 2/15/27	1,200	1,092,096
Hawaii Pacific Health Special Purpose Revenue, 5.50%, 7/1/40	1,870	1,669,255
Illinois Finance Authority, (Provena Healthcare),
7.75%, 8/15/34	3,280	3,591,633
Louisiana Public Facilities Authority, (Touro Infirmary),
5.625%, 8/15/29	2,575	2,252,713
Massachusetts Development Finance Agency, (Tufts Medical
Center), 6.75%, 1/1/36	1,535	1,559,760
Mecosta County, MI, (Michigan General Hospital),
6.00%, 5/15/18	2,045	2,036,902

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Eaton Vance

Municipal Income Trust

May 31, 2011

Portfolio of Investments (Unaudited) continued

Security	Principal Amount — (000s omitted)	Value
Hospital (continued)
Monroe County, PA, Hospital Authority, (Pocono Medical Center),
5.25%, 1/1/43	$ 3,000	$ 2,754,030
New York Dormitory Authority, (Orange Regional Medical Center),
6.125%, 12/1/29	1,465	1,386,359
New York Dormitory Authority, (Orange Regional Medical Center),
6.25%, 12/1/37	2,930	2,738,378
North Carolina Medical Care Commission, (North Carolina Baptist
Hospital),
5.25%, 6/1/29 (1)	11,400	11,679,300
South Lake County, FL, Hospital District, (South Lake Hospital),
6.25%, 4/1/39	1,570	1,557,550
St. Paul, MN, Housing and Redevelopment Authority,
(HealthPartners, Inc.), 5.25%, 5/15/36	1,500	1,369,770
		$ 53,537,616
Housing 15.9%
California Rural Home Mortgage Finance Authority, (AMT),
5.50%, 8/1/47	$ 3,510	$ 1,811,230
Charter Mac Equity Trust, TN,
6.00%, 5/15/19 (4)	4,000	4,347,560
Fairfax County, VA, Redevelopment and Housing Authority, (Cedar
Ridge), (AMT),
4.85%, 10/1/48 (6)	1,425	1,279,322
Lake Creek, CO, Affordable Housing Corp., MFMR,
7.00%, 12/1/23	1,465	1,465,571
Nebraska Investment Finance Authority, (FHLMC), (FNMA), (GNMA),
5.90%, 9/1/36	1,750	1,821,925
North Little Rock, AR, Residential Housing Facilities,
(Parkstone Place), 6.50%, 8/1/21	2,340	2,341,708
Ohio Housing Finance Agency, (Residential Mortgage-Backed
Securities), (FNMA), (GNMA), (AMT), 4.75%, 3/1/37	1,790	1,635,989
Oregon Health Authority, (Trillium Affordable Housing), (AMT),
6.75%, 2/15/29	3,160	2,918,892
Pennsylvania Housing Finance Agency, SFMR, (AMT),
4.70%, 10/1/37	3,840	3,529,959
Rhode Island Housing and Mortgage Finance Corp., (AMT),
5.45%, 10/1/47 (1)(5)	13,025	12,351,345
Texas Student Housing Corp., (University of Northern Texas),
6.75%, 7/1/16	3,300	2,936,703
Virginia Housing Development Authority, (AMT), 5.30%, 7/1/35	1,500	1,503,795
		$ 37,943,999
Industrial Development
Revenue 17.1%
ABIA Development Corp., TX, (Austin CargoPort Development),
(AMT), 6.50%, 10/1/24	$ 1,600	$ 1,363,232
Broward County, FL, (Lynxs CargoPort), (AMT), 6.75%, 6/1/19	1,770	1,561,193
Butler County, AL, Industrial Development Authority,
(International Paper Co.), (AMT), 7.00%, 9/1/32	1,000	1,067,950
Capital Trust Agency, FL, (Fort Lauderdale Project),
(AMT), 5.75%, 1/1/32	1,060	895,032
Clayton County, GA, Development Authority, (Delta Airlines,
Inc.), 8.75%, 6/1/29	400	454,756
Clayton County, GA, Development Authority, (Delta Airlines,
Inc.), (AMT), 9.00%, 6/1/35	2,240	2,409,277
Denver, CO, City and County, (United Airlines), (AMT),
5.25%, 10/1/32	2,625	2,164,969
Denver, CO, City and County, (United Airlines), (AMT),
5.75%, 10/1/32	2,305	2,029,599
Gulf Coast, TX, Waste Disposal Authority, (Valero Energy Corp.),
5.60%, 4/1/32	1,000	905,250
Gulf Coast, TX, Waste Disposal Authority, (Valero Energy Corp.),
(AMT), 5.70%, 4/1/32	2,500	2,346,325
Illinois Finance Authority, (Navistar International Corp.),
6.50%, 10/15/40	1,735	1,783,823
Indiana Financing Authority, (Duke Energy Indiana, Inc.),
6.00%, 8/1/39	1,000	1,060,110
Luzerne County, PA, Industrial Development Authority, (Pennsylvania-American Water Co.), 5.50%, 12/1/39	1,600	1,609,168
New Jersey Economic Development Authority, (Continental
Airlines), (AMT), 6.25%, 9/15/29	5,000	4,654,750
New York, NY, Industrial Development Agency, (American Airlines, Inc.-JFK International Airport), (AMT), 7.75%, 8/1/31	8,140	8,310,859
New York, NY, Industrial Development Agency, (American Airlines, Inc.-JFK International Airport), (AMT), 8.50%, 8/1/28	3,500	3,579,520
Phoenix, AZ, Industrial Development Authority, (America West
Airlines, Inc.), (AMT), 6.25%, 6/1/19	4,630	4,056,065
Puerto Rico Port Authority, (American Airlines, Inc.), (AMT),
6.30%, 6/1/23	570	474,325
		$ 40,726,203
Insured General
Obligations 0.7%
Arcadia, CA, Unified School District, (AGM), 0.00%, 8/1/38	$ 10,000	$ 1,567,000
		$ 1,567,000
Insured
Hospital 14.5%
Indiana Health and Educational Facility Finance Authority,
(Sisters of St. Francis Health Services), (AGM),
5.25%, 5/15/41 (1)	$ 3,250	$ 3,232,905
Iowa Finance Authority, Health Facilities, (Iowa Health System),
(AGC), 5.625%, 8/15/37	2,625	2,690,599
Kentucky Economic Development Authority, (Norton Healthcare,
Inc.), (NPFG), 0.00%, 10/1/25	15,000	6,379,200

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Eaton Vance

Municipal Income Trust

May 31, 2011

Portfolio of Investments (Unaudited) continued

Security	Principal Amount — (000s omitted)	Value
Insured
Hospital (continued)
Kentucky Economic Development Authority, (Norton Healthcare,
Inc.), (NPFG), 0.00%, 10/1/26	$ 17,080	$ 6,608,081
Kentucky Economic Development Authority, (Norton Healthcare,
Inc.), (NPFG), 0.00%, 10/1/27	8,590	3,016,894
Maryland Health and Higher Educational Facilities Authority,
(Lifebridge Health), (AGC),
4.75%, 7/1/47 (1)	2,500	2,185,325
New Jersey Health Care Facilities Financing Authority, (Meridian
Health Center), Series I, (AGC),
5.00%, 7/1/38 (1)	9,980	9,797,964
New Jersey Health Care Facilities Financing Authority, (Meridian
Health Center), Series V, (AGC),
5.00%, 7/1/38 (1)	750	736,320
		$ 34,647,288
Insured
Housing 0.5%
Broward County, FL, Housing Finance Authority, MFMR, (Venice
Homes Apartments), (AGM), (AMT), 5.70%, 1/1/32	$ 1,100	$ 1,100,066
		$ 1,100,066
Insured Lease
Revenue / Certificates of
Participation 2.2%
Hudson Yards Infrastructure Corp., NY, (NPFG),
4.50%, 2/15/47	$ 2,665	$ 2,232,737
San Diego County, CA, Water Authority, Certificates of
Participation, (AGM),
5.00%, 5/1/38 (1)	3,000	3,023,430
		$ 5,256,167
Insured Other
Revenue 5.4%
Harris County-Houston, TX, Sports Authority, (NPFG),
0.00%, 11/15/34	$ 4,210	$ 792,196
New York, NY, Industrial Development Agency, (Queens Baseball
Stadium), (AGC), 6.50%, 1/1/46	400	412,384
New York, NY, Industrial Development Agency, (Yankee Stadium),
(AGC), 0.00%, 3/1/36	10,325	2,356,062
New York, NY, Industrial Development Agency, (Yankee Stadium),
(AGC), 0.00%, 3/1/37	8,600	1,834,896
New York, NY, Industrial Development Agency, (Yankee Stadium),
(AGC), 7.00%, 3/1/49	3,100	3,434,583
New York, NY, Industrial Development Agency, (Yankee Stadium),
(NPFG), 4.75%, 3/1/46	4,850	4,159,166
		$ 12,989,287
Insured Special Tax
Revenue 10.0%
Metropolitan Pier and Exposition Authority, IL, (AGM), (NPFG),
0.00%, 12/15/38 (6)	$ 50,000	$ 8,727,500
Miami-Dade County, FL, Professional Sports Franchise Facilities,
(AGC), 0.00%, 10/1/37	34,950	6,601,705
New York Convention Center Development Corp., Hotel Occupancy
Tax, (AMBAC), 4.75%, 11/15/45	2,285	2,085,245
Puerto Rico Sales Tax Financing Corp., (AMBAC),
0.00%, 8/1/54	14,850	817,938
Puerto Rico Sales Tax Financing Corp., (NPFG), 0.00%, 8/1/43	22,500	2,720,475
Puerto Rico Sales Tax Financing Corp., (NPFG), 0.00%, 8/1/45	17,245	1,810,380
Puerto Rico Sales Tax Financing Corp., (NPFG), 0.00%, 8/1/46	10,850	1,060,154
		$ 23,823,397
Insured Student
Loan 5.7%
Maine Educational Loan Authority, (AGC), 5.625%, 12/1/27	$ 3,005	$ 3,134,636
Massachusetts Educational Financing Authority, (AGC), (AMT),
6.35%, 1/1/30	710	742,319
Massachusetts Educational Financing Authority, (AMBAC), (AMT),
4.70%, 1/1/33	7,940	7,147,429
New Jersey Higher Education Student Assistance Authority, (AGC),
(AMT), 6.125%, 6/1/30	2,530	2,649,998
		$ 13,674,382
Insured
Transportation 18.9%
Alameda, CA, Corridor Transportation Authority, (NPFG),
0.00%, 10/1/33	$ 12,425	$ 2,583,779
Clark County, NV, (Las Vegas-McCarran International Airport),
(AGM), 5.25%, 7/1/39	3,850	3,758,678
Director of the State of Nevada Department of Business and
Industry, (Las Vegas Monorail), (AMBAC),
5.375%, 1/1/32 (7)	1,000	240,550
Director of the State of Nevada Department of Business and
Industry, (Las Vegas Monorail), (AMBAC),
5.625%, 1/1/40 (7)	5,500	1,323,025
Maryland Transportation Authority, (AGM), 5.00%, 7/1/41	2,100	2,167,515
Miami-Dade County, FL, (Miami International Airport), (AGC),
(CIFG), (AMT), 5.00%, 10/1/38	3,640	3,240,583
Miami-Dade County, FL, (Miami International Airport), (AGM),
(AMT), 5.25%, 10/1/41	3,140	2,888,266
North Carolina Turnpike Authority, (AGC), 0.00%, 1/1/34	15,000	3,895,500
Puerto Rico Highway and Transportation Authority, (AGC), (CIFG),
5.25%, 7/1/41 (1)	9,820	9,335,972
San Joaquin Hills, CA, Transportation Corridor Agency, Toll Road
Bonds, (NPFG), 0.00%, 1/15/32	10,555	1,556,757
San Jose, CA, Airport, (AGM), (AMBAC), (AMT),
5.00%, 3/1/37 (5)	1,610	1,467,740

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Eaton Vance

Municipal Income Trust

May 31, 2011

Portfolio of Investments (Unaudited) continued

Security	Principal Amount — (000s omitted)	Value
Insured
Transportation (continued)
San Jose, CA, Airport, (AGM), (AMBAC), (BHAC), (AMT),
5.00%, 3/1/37	$ 2,500	$ 2,333,600
San Jose, CA, Airport, (AMBAC), (AMT), 5.50%, 3/1/32	8,805	8,705,415
Texas Turnpike Authority, (Central Texas Turnpike System),
(AMBAC), 0.00%, 8/15/34	5,175	1,126,391
Texas Turnpike Authority, (Central Texas Turnpike System),
(AMBAC), 0.00%, 8/15/35	2,015	409,730
		$ 45,033,501
Insured Water and
Sewer 9.1%
Austin, TX, Water and Wastewater, (AGM), (BHAC),
5.00%, 11/15/33 (1)	$ 3,750	$ 3,840,637
DeKalb, GA, Water and Sewer, (AGM),
5.00%, 10/1/35 (1)	17,985	17,771,698
		$ 21,612,335
Lease
Revenue / Certificates of
Participation 2.0%
Mohave County, AZ, Industrial Development Authority, (Mohave
Prison LLC), 8.00%, 5/1/25	$ 4,400	$ 4,842,772
		$ 4,842,772
Nursing Home 1.2%
Orange County, FL, Health Facilities Authority, (Westminster
Community Care), 6.60%, 4/1/24	$ 265	$ 253,883
Orange County, FL, Health Facilities Authority, (Westminster
Community Care), 6.75%, 4/1/34	2,735	2,510,648
		$ 2,764,531
Other Revenue 13.4%
Brooklyn, NY, Arena Local Development Corp., (Barclays Center),
6.00%, 7/15/30	$ 785	$ 780,526
Brooklyn, NY, Arena Local Development Corp., (Barclays Center),
6.25%, 7/15/40	880	885,456
Brooklyn, NY, Arena Local Development Corp., (Barclays Center),
6.375%, 7/15/43	480	487,099
Central Falls, RI, Detention Facility Corp., 7.25%, 7/15/35	1,955	1,588,457
Michigan Tobacco Settlement Finance Authority, 6.00%, 6/1/48	7,600	5,245,976
Michigan Tobacco Settlement Finance Authority,
6.875%, 6/1/42	2,350	2,070,280
Mohegan Tribe Indians Gaming Authority, CT, (Public
Improvements),
6.25%, 1/1/21 (4)	1,500	1,352,550
New Jersey Economic Development Authority, (Duke Farms
Foundation),
5.00%, 7/1/48 (1)	2,370	2,417,898
New York, NY, Transitional Finance Authority, (Building Aid),
4.50%, 1/15/38	1,310	1,233,391
Otero County, NM, Jail Project Revenue, 5.50%, 4/1/13	85	83,263
Otero County, NM, Jail Project Revenue, 5.75%, 4/1/18	360	325,944
Otero County, NM, Jail Project Revenue, 6.00%, 4/1/23	100	87,502
Otero County, NM, Jail Project Revenue, 6.00%, 4/1/28	110	89,046
Salt Verde Financial Corp., AZ, Senior Gas Revenue,
5.00%, 12/1/37	8,000	7,070,240
Seminole Tribe, FL,
5.25%, 10/1/27 (4)	4,000	3,528,520
Seminole Tribe, FL,
5.50%, 10/1/24 (4)	1,365	1,261,547
Tobacco Settlement Financing Corp., VA, 5.00%, 6/1/47	4,180	2,439,239
White Earth Band of Chippewa Indians, MN,
6.375%, 12/1/26 (4)(5)	1,415	984,118
		$ 31,931,052
Senior Living / Life
Care 2.4%
Cliff House Trust, PA, (AMT),
6.625%, 6/1/27 (8)	$ 3,210	$ 1,682,297
Douglas County, NE, Hospital Authority No. 2, (Immanuel
Obligated Group), 5.50%, 1/1/30	535	548,953
Douglas County, NE, Hospital Authority No. 2, (Immanuel
Obligated Group), 5.625%, 1/1/40	1,075	1,079,665
Logan County, CO, Industrial Development, (TLC Care Choices,
Inc.),
0.65%, 12/1/23 (8)	3,240	2,355,804
		$ 5,666,719
Special Tax
Revenue 7.5%
Covington Park, FL, Community Development District, (Capital
Improvements), 5.00%, 5/1/31	$ 500	$ 461,980
Dupree Lakes, FL, Community Development District,
5.00%, 5/1/12	60	57,200
Dupree Lakes, FL, Community Development District,
5.375%, 5/1/37	330	256,842
Dupree Lakes, FL, Community Development District,
6.83%, 11/1/15	235	227,403
Heritage Harbor South, FL, Community Development District,
(Capital Improvements), 6.20%, 5/1/35	275	259,949
Heritage Springs, FL, Community Development District,
5.25%, 5/1/26	200	172,561
New River, FL, Community Development District, (Capital
Improvements), Series 2010A-1, 5.75%, (0.00% until 11/1/12), 5/1/38	65	38,064
New River, FL, Community Development District, (Capital
Improvements), Series 2010A-2, 5.75%, (0.00% until 11/1/14), 5/1/38	165	60,555

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Eaton Vance

Municipal Income Trust

May 31, 2011

Portfolio of Investments (Unaudited) continued

Security	Principal Amount — (000s omitted)	Value
Special Tax Revenue (continued)
New River, FL, Community Development District, (Capital
Improvements), Series 2010B-1, 5.00%, (0.00% until 11/1/12), 5/1/15	$ 100	$ 81,502
New River, FL, Community Development District, (Capital
Improvements), Series 2010B-2, 5.00%, (0.00% until 11/1/13), 5/1/18	130	52,447
New River, FL, Community Development District, (Capital
Improvements),
5.00%, 5/1/13 (7)	90	0
New River, FL, Community Development District, (Capital
Improvements),
5.35%, 5/1/38 (7)	35	0
New York, NY, Transitional Finance Authority, Future Tax
Revenue,
5.50%, 11/1/35 (1)	5,000	5,442,200
New York, NY, Transitional Finance Authority, Future Tax
Revenue,
5.50%, 11/1/35 (5)	5,000	5,442,200
North Springs, FL, Improvement District, (Heron Bay),
5.20%, 5/1/27	310	234,208
North Springs, FL, Improvement District, (Heron Bay),
7.00%, 5/1/19	475	474,107
River Hall, FL, Community Development District, (Capital
Improvements), 0.00%, 5/1/36	535	243,693
River Hall, FL, Community Development District, (Capital
Improvements), 5.45%, 5/1/36	485	354,312
Southern Hills Plantation I, FL, Community Development District,
0.00%, 5/1/35	205	121,735
Southern Hills Plantation I, FL, Community Development District,
5.80%, 5/1/35	283	231,060
Sterling Hill, FL, Community Development District,
6.20%, 5/1/35	600	522,780
University Square, FL, Community Development District,
6.75%, 5/1/20	585	583,795
Virgin Islands Public Finance Authority, 6.75%, 10/1/37	1,780	1,865,636
Waterlefe, FL, Community Development District, 6.95%, 5/1/31	640	639,264
		$ 17,823,493
Student Loan 3.5%
New Jersey Higher Education Student Assistance Authority, (AMT),
Variable Rate,
1.261%, 6/1/36 (1)(5)(9)	$ 8,500	$ 8,298,975
		$ 8,298,975
Transportation 14.4%
Augusta, GA, (AMT), 5.35%, 1/1/28	$ 1,000	$ 903,820
Los Angeles Department of Airports, CA, (Los Angeles
International Airport), (AMT), 5.375%, 5/15/33	1,000	1,015,610
Memphis-Shelby County, TN, Airport Authority, (AMT),
5.75%, 7/1/24	400	430,132
Metropolitan Transportation Authority, NY, 5.25%, 11/15/40	1,500	1,517,235
Miami-Dade County, FL, (Miami International Airport),
5.00%, 10/1/41	1,500	1,390,860
Miami-Dade County, FL, (Miami International Airport),
5.50%, 10/1/36	3,760	3,785,906
North Texas Tollway Authority, 5.75%, 1/1/38	1,515	1,516,561
Pennsylvania Turnpike Commission, 5.25%, 6/1/39	625	620,919
Pennsylvania Turnpike Commission, 5.50%, 12/1/41	375	378,420
Pennsylvania Turnpike Commission, 6.375%, (0.00% until 12/1/17),
12/1/38	2,500	1,764,375
Port Authority of New York and New Jersey, (AMT),
5.75%, 3/15/35 (1)	7,290	7,571,977
Texas Private Activity Bond Surface Transportation Corp., (LBJ
Express Managed Lanes Project), 7.00%, 6/30/34	1,885	2,009,429
Texas Private Activity Bond Surface Transportation Corp., (North
Tarrant Express Managed Lanes Project), 6.875%, 12/31/39	1,725	1,813,182
Triborough Bridge & Tunnel Authority, NY,
5.00%, 11/15/37 (1)	9,300	9,510,738
		$ 34,229,164
Water and
Sewer 1.2%
Massachusetts Water Resources Authority, 4.00%, 8/1/46	$ 3,405	$ 2,985,060
		$ 2,985,060
Total Tax-Exempt
Investments 200.7%
(identified cost $495,443,152)		$ 478,459,658
Auction Preferred Shares Plus
Cumulative Unpaid Dividends (50.4)%		$ (120,156,013	)
Other Assets, Less
Liabilities (50.3)%		$ (119,913,513	)
Net Assets Applicable to Common
Shares 100.0%		$ 238,390,132

The percentage shown for each investment category in the Portfolio of Investments is based on net assets applicable to common shares.

AGC	- Assured Guaranty Corp.
AGM	- Assured Guaranty Municipal Corp.
AMBAC	- AMBAC Financial Group, Inc.
AMT	- Interest earned from these securities may be considered a
tax preference item for purposes of the Federal Alternative
Minimum Tax.
BHAC	- Berkshire Hathaway Assurance Corp.
CIFG	- CIFG Assurance North America, Inc.
FHLMC	- Federal Home Loan Mortgage Corporation
FNMA	- Federal National Mortgage Association

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Municipal Income Trust

May 31, 2011

Portfolio of Investments (Unaudited) continued

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GNMA	- Government National Mortgage Association
MFMR	- Multi-Family Mortgage Revenue
NPFG	- National Public Finance Guaranty Corp.
PSF	- Permanent School Fund
SFMR	- Single Family Mortgage Revenue

At May 31, 2011, the concentration of the Trusts investments in the various states, determined as a percentage of total investments is as follows:

New York	17.6%
California	11.0%
Others, representing less than 10% individually	71.4%

The Trust invests primarily in debt securities issued by municipalities. The ability of the issuers of the debt securities to meet their obligations may be affected by economic developments in a specific industry or municipality. In order to reduce the risk associated with such economic developments, at May 31, 2011, 33.4% of total investments are backed by bond insurance of various financial institutions and financial guaranty assurance agencies. The aggregate percentage insured by an individual financial institution ranged from 1.3% to 11.1% of total investments.

| (1) | Security represents the municipal bond held by a trust that
issues residual interest bonds (see Note 1H). |
| --- | --- |
| (2) | Security (or a portion thereof) has been pledged to cover margin
requirements on open financial futures contracts. |
| (3) | When-issued security. |
| (4) | Security exempt from registration pursuant to Rule 144A
under the Securities Act of 1933. These securities may be sold
in certain transactions (normally to qualified institutional
buyers) and remain exempt from registration. At May 31,
2011, the aggregate value of these securities is $12,501,798 or
5.2% of the Trusts net assets applicable to common shares. |
| (5) | Security (or a portion thereof) has been pledged as collateral
for residual interest bond transactions. The aggregate value of
such collateral is $8,521,663. |
| (6) | Security (or a portion thereof) has been segregated to cover
payable for when-issued securities. |
| (7) | Defaulted bond. |
| (8) | Security is in default and is making only partial interest
payments. |
| (9) | Variable rate security. The stated interest rate represents the
rate in effect at May 31, 2011. |

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Eaton Vance

Municipal Income Trust

May 31, 2011

Statement of Assets and Liabilities (Unaudited)

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Assets	May 31, 2011
Investments, at value (identified cost, $495,443,152)	$ 478,459,658
Interest receivable	7,261,921
Receivable for investments sold	1,342,081
Deferred debt issuance costs	61,600
Total assets	$ 487,125,260
Liabilities
Payable for floating rate notes issued	$ 115,715,000
Payable for investments purchased	421,625
Payable for when-issued securities	9,430,290
Payable for variation margin on open financial futures contracts	153,125
Due to custodian	2,265,291
Payable to affiliates:
Investment adviser fee	228,067
Administration fee	68,079
Trustees fees	2,258
Interest expense and fees payable	199,249
Accrued expenses	96,131
Total liabilities	$ 128,579,115
Auction preferred shares at liquidation value plus cumulative
unpaid dividends	$ 120,156,013
Net assets applicable to common shares	$ 238,390,132
Sources of Net Assets
Common shares, $0.01 par value, unlimited number of shares
authorized	$ 227,095
Additional paid-in capital	304,268,498
Accumulated net realized loss	(53,614,254	)
Accumulated undistributed net investment income	5,102,011
Net unrealized depreciation	(17,593,218	)
Net assets applicable to common shares	$ 238,390,132
Auction Preferred
Shares Issued and Outstanding (Liquidation preference of $25,000 per share)	4,806
Common Shares Outstanding	22,709,458
Net Asset Value Per Common Share
Net assets applicable to common shares ¸ common shares issued and outstanding	$ 10.50

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Eaton Vance

Municipal Income Trust

May 31, 2011

Statement of Operations (Unaudited)

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Investment Income	Six Months Ended — May 31, 2011
Interest	$ 14,277,135
Total investment income	$ 14,277,135
Expenses
Investment adviser fee	$ 1,344,285
Administration fee	393,982
Trustees fees and expenses	6,427
Custodian fee	78,592
Transfer and dividend disbursing agent fees	12,766
Legal and accounting services	40,972
Printing and postage	9,732
Interest expense and fees	493,528
Preferred shares service fee	86,910
Miscellaneous	24,295
Total expenses	$ 2,491,489
Deduct
Reduction of custodian fee	$ 1,018
Total expense reductions	$ 1,018
Net expenses	$ 2,490,471
Net investment income	$ 11,786,664
Realized and Unrealized Gain (Loss)
Net realized gain (loss)
Investment transactions	$ (10,769,191	)
Extinguishment of debt	(14,532	)
Financial futures contracts	(3,899,844	)
Net realized loss	$ (14,683,567	)
Change in unrealized appreciation (depreciation)
Investments	$ 1,829,516
Financial futures contracts	(609,724	)
Net change in unrealized appreciation (depreciation)	$ 1,219,792
Net realized and unrealized loss	$ (13,463,775	)
Distributions to preferred shareholders
From net investment income	$ (240,988	)
Net decrease in net assets from operations	$ (1,918,099	)

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Municipal Income Trust

May 31, 2011

Statements of Changes in Net Assets

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	Six Months Ended — May 31, 2011		Year Ended
Increase (Decrease)
in Net Assets	(Unaudited)		November 30, 2010
From operations
Net investment income	$ 11,786,664		$ 23,363,569
Net realized loss from investment transactions, extinguishment
of debt, financial futures contracts, and swap contracts	(14,683,567	)	(90,234	)
Net change in unrealized appreciation (depreciation) from
investments and financial futures contracts	1,219,792		3,686,555
Distributions to preferred shareholders
From net investment income	(240,988	)	(486,126	)
Net increase (decrease) in net assets from operations	$ (1,918,099	)	$ 26,473,764
Distributions to common shareholders
From net investment income	$ (11,219,958	)	$ (21,280,833	)
Total distributions to common shareholders	$ (11,219,958	)	$ (21,280,833	)
Capital share transactions
Reinvestment of distributions to common shareholders	$ 797,355		$ 1,692,126
Net increase in net assets from capital share transactions	$ 797,355		$ 1,692,126
Net increase (decrease) in net assets	$ (12,340,702	)	$ 6,885,057
Net Assets Applicable to Common
Shares
At beginning of period	$ 250,730,834		$ 243,845,777
At end of period	$ 238,390,132		$ 250,730,834
Accumulated undistributed net
investment income included in net assets applicable to common shares
At end of period	$ 5,102,011		$ 4,776,293

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Eaton Vance

Municipal Income Trust

May 31, 2011

Statement of Cash Flows (Unaudited)

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	Six Months Ended
	May 31, 2011
Cash Flows From
Operating Activities	(Unaudited)
Net decrease in net assets from operations	$ (1,918,099	)
Distributions to preferred shareholders	240,988
Net decrease in net assets from operations excluding
distributions to preferred shareholders	$ (1,677,111	)
Adjustments to reconcile net decrease in net assets from
operations to net cash provided by operating activities:
Investments purchased	(51,021,182	)
Investments sold	48,125,609
Net amortization/accretion of premium (discount)	(2,168,994	)
Amortization of deferred debt issuance costs	4,264
Decrease in interest receivable	63,696
Decrease in receivable for investments sold	1,365,107
Increase in payable for investments purchased	421,625
Decrease in payable for when-issued securities	(260,945	)
Increase in payable for variation margin on open financial
futures contracts	153,125
Decrease in payable to affiliate for investment adviser fee	(11,375	)
Decrease in payable to affiliate for administration fee	(1,831	)
Decrease in payable to affiliate for Trustees fees	(348	)
Decrease in interest expense and fees payable	(87,198	)
Decrease in accrued expenses	(98,594	)
Net change in unrealized (appreciation) depreciation from
investments	(1,829,516	)
Net realized loss from investments	10,769,191
Net realized loss on extinguishment of debt	14,532
Net cash provided by operating activities	$ 3,760,055
Cash Flows From Financing Activities
Distributions paid to common shareholders, net of reinvestments	$ (10,422,603	)
Cash distributions paid to preferred shareholders	(243,467	)
Proceeds from secured borrowings	8,440,000
Repayment of secured borrowings	(10,385,000	)
Increase in due to custodian	2,265,291
Net cash used in financing activities	$ (10,345,779	)
Net decrease in cash	$ (6,585,724	)
Cash at beginning of period	$ 6,585,724
Cash at end of period	$ 0
Supplemental disclosure of cash
flow information:
Noncash financing activities not included herein consist of:
Reinvestment of dividends and distributions	$ 797,355
Cash paid for interest and fees	576,462

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Municipal Income Trust

May 31, 2011

Financial Highlights

Selected data for a common share outstanding during the periods stated

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	Six Months Ended		Year Ended November 30,
	May 31, 2011
	(Unaudited)		2010		2009		2008		2007		2006
Net asset value Beginning of period (Common shares)	$ 11.080		$ 10.840		$ 8.110		$ 14.370		$ 15.880		$ 14.470
Income (Loss) From Operations
Net investment
income (1)	$ 0.520		$ 1.036		$ 0.981		$ 1.067		$ 1.076		$ 1.100
Net realized and unrealized gain (loss)	(0.594	)	0.169		2.648		(6.262	)	(1.518	)	1.444
Distributions to preferred shareholders
From net investment
income (1)	(0.011	)	(0.022	)	(0.036	)	(0.258	)	(0.278	)	(0.252	)
Total income (loss) from operations	$ (0.085	)	$ 1.183		$ 3.593		$ (5.453	)	$ (0.720	)	$ 2.292
Less Distributions to Common
Shareholders
From net investment income	$ (0.495	)	$ (0.943	)	$ (0.863	)	$ (0.807	)	$ (0.790	)	$ (0.882	)
Total distributions to common shareholders	$ (0.495	)	$ (0.943	)	$ (0.863	)	$ (0.807	)	$ (0.790	)	$ (0.882	)
Net asset value End of period (Common shares)	$ 10.500		$ 11.080		$ 10.840		$ 8.110		$ 14.370		$ 15.880
Market value End of period (Common shares)	$ 12.130		$ 11.980		$ 11.480		$ 8.450		$ 13.300		$ 16.010
Total Investment Return on Net Asset
Value (2)	(0.80	)% (3)	10.74	%	46.43	%	(39.72	)%	(4.62	)%	16.33	%
Total Investment Return on Market
Value (2)	5.99	% (3)	13.06	%	48.84	%	(32.13	)%	(12.44	)%	13.43	%

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Municipal Income Trust

May 31, 2011

Financial Highlights continued

Selected data for a common share outstanding during the periods stated

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	Six Months Ended
	May 31, 2011
Ratios/Supplemental
Data	(Unaudited)	2010		2009	2008	2007	2006
Net assets applicable to common shares, end of period
(000s omitted)	$ 238,390	$	250,731	$ 243,846	$ 140,254	$ 246,974	$	272,274
Ratios (as a percentage of average daily net assets applicable
to common
shares): (4)
Expenses excluding interest and fees	1.76	% (6)	1.73 %	2.00 %	1.84 %	1.71	% (5)	1.76 %
Interest and fee
expense (7)	0.43	% (6)	0.34 %	0.47 %	0.73 %	1.35	%	1.46 %
Total expenses before custodian fee reduction	2.19	% (6)	2.07 %	2.47 %	2.57 %	3.06	% (5)	3.22 %
Expenses after custodian fee reduction excluding interest and
fees	1.75	% (6)	1.73 %	2.00 %	1.82 %	1.70	% (5)	1.75 %
Net investment income	10.35	% (6)	9.00 %	10.44 %	8.45 %	7.02	%	7.27 %
Portfolio Turnover	10	% (3)	16 %	44 %	53 %	37	%	41 %
The ratios reported above are based on net assets applicable to
common shares. The ratios based on net assets, including amounts
related to preferred shares, are as follows:
Ratios (as a percentage of average daily net assets applicable
to common shares and preferred
shares): (4)
Expenses excluding interest and fees	1.15	% (6)	1.19 %	1.26 %	1.17 %	1.14	% (5)	1.17 %
Interest and fee
expense (7)	0.28	% (6)	0.23 %	0.29 %	0.47 %	0.90	%	0.97 %
Total expenses before custodian fee reduction	1.43	% (6)	1.42 %	1.55 %	1.64 %	2.04	% (5)	2.14 %
Expenses after custodian fee reduction excluding interest and
fees	1.15	% (6)	1.19 %	1.26 %	1.16 %	1.14	% (5)	1.17 %
Net investment income	6.78	% (6)	6.15 %	6.56 %	5.40 %	4.69	%	4.83 %
Senior Securities:
Total preferred shares outstanding	4,806		4,806	4,806	4,394	5,240		5,240
Asset coverage per preferred
share (8)	$ 74,604	$	77,172	$ 75,739	$ 56,919	$ 72,138	$	76,963
Involuntary liquidation preference per preferred
share (9)	$ 25,000	$	25,000	$ 25,000	$ 25,000	$ 25,000	$	25,000
Approximate market value per preferred
share (9)	$ 25,000	$	25,000	$ 25,000	$ 25,000	$ 25,000	$	25,000

(1)	Computed using average common shares outstanding.
(2)	Returns are historical and are calculated by determining the
percentage change in net asset value or market value with all
distributions reinvested.
(3)	Not annualized.
(4)	Ratios do not reflect the effect of dividend payments to
preferred shareholders.
(5)	The investment adviser was allocated a portion of the
Trusts operating expenses (equal to less than 0.005% of
average daily net assets for the year ended November 30,
2007). Absent this allocation, total return would be lower.
(6)	Annualized.
(7)	Interest and fee expense relates to the liability for floating
rate notes issued in conjunction with residual interest bond
transactions (see Note 1H).
(8)	Calculated by subtracting the Trusts total liabilities
(not including the preferred shares) from the Trusts total
assets, and dividing the result by the number of preferred
shares outstanding.
(9)	Plus accumulated and unpaid dividends.

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Municipal Income Trust

May 31, 2011

Notes to Financial Statements (Unaudited)

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1 Significant Accounting Policies

Eaton Vance Municipal Income Trust (the Trust) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, closed-end management investment company. The Trust seeks to provide current income exempt from regular federal income tax.

The following is a summary of significant accounting policies of the Trust. The policies are in conformity with accounting principles generally accepted in the United States of America.

A Investment Valuation Debt obligations (including short-term obligations with a remaining maturity of more than sixty days) are generally valued on the basis of valuations provided by third party pricing services, as derived from such services pricing models. Inputs to the models may include, but are not limited to, reported trades, executable bid and asked prices, broker/dealer quotations, prices or yields of securities with similar characteristics, benchmark curves or information pertaining to the issuer, as well as industry and economic events. The pricing services may use a matrix approach, which considers information regarding securities with similar characteristics to determine the valuation for a security. Short-term debt obligations purchased with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value. Financial futures contracts are valued at the closing settlement price established by the board of trade or exchange on which they are traded. Interest rate swaps are normally valued using valuations provided by a third party pricing service. Such pricing service valuations are based on the present value of fixed and projected floating rate cash flows over the term of the swap contract. Future cash flows are discounted to their present value using swap rates provided by electronic data services or by broker/dealers. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Trust in a manner that most fairly reflects the securitys value, or the amount that the Trust might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of all relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the securitys disposition, the price and extent of public trading in similar securities of the issuer or of comparable entities, quotations or relevant information obtained from broker-dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the entitys financial condition, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.

B Investment Transactions and Related Income Investment transactions for financial statement purposes are accounted for on a trade date basis. Realized gains and losses on investments sold are determined on the basis of identified cost. Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.

C Federal Taxes The Trusts policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its taxable, if any, and tax-exempt net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary. The Trust intends to satisfy conditions which will enable it to designate distributions from the interest income generated by its investments in municipal obligations, which are exempt from regular federal income tax when received by the Trust, as exempt-interest dividends. The portion of such interest, if any, earned on private activity bonds issued after August 7, 1986, may be considered a tax preference item to shareholders.

At November 30, 2010, the Trust, for federal income tax purposes, had a capital loss carryforward of $39,872,312 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Trust of any liability for federal income or excise tax. Such capital loss carryforward will expire on November 30, 2011 ($4,036,249), November 30, 2012 ($2,812,831), November 30, 2015 ($1,728,781), November 30, 2016 ($11,985,328), November 30, 2017 ($19,113,316) and November 30, 2018 ($195,807).

As of May 31, 2011, the Trust had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Trusts federal tax returns filed in the 3-year period ended November 30, 2010 remains subject to examination by the Internal Revenue Service.

D Expense Reduction State Street Bank and Trust Company (SSBT) serves as custodian of the Trust. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Trust maintains with SSBT. All credit balances, if any, used to reduce the Trusts custodian fees are reported as a reduction of expenses in the Statement of Operations.

E Legal Fees Legal fees and other related expenses incurred as part of negotiations of the terms and requirement of capital infusions, or that are expected to result in the restructuring of, or a plan of reorganization for, an investment are recorded as realized losses. Ongoing expenditures to protect or enhance an investment are treated as operating expenses.

F Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.

G Indemnifications Under the Trusts organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Trust. Under Massachusetts law, if certain conditions prevail, shareholders of a Massachusetts business trust (such as the Trust) could be deemed to have personal liability for the obligations of the Trust. However, the Trusts Declaration of Trust

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May 31, 2011

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contains an express disclaimer of liability on the part of Trust shareholders and the By-laws provide that the Trust shall assume the defense on behalf of any Trust shareholders. Moreover, the By-laws also provide for indemnification out of Trust property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from such liability. Additionally, in the normal course of business, the Trust enters into agreements with service providers that may contain indemnification clauses. The Trusts maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred.

H Floating Rate Notes Issued in Conjunction with Securities Held The Trust may invest in residual interest bonds, also referred to as inverse floating rate securities, whereby the Trust may sell a variable or fixed rate bond to a broker for cash. At the same time, the Trust buys a residual interest in the assets and cash flows of a Special-Purpose Vehicle (the SPV), (which is generally organized as a trust), set up by the broker. The broker deposits a bond into the SPV with the same CUSIP number as the bond sold to the broker by the Trust, and which may have been, but is not required to be, the bond purchased from the Trust (the Bond). The SPV also issues floating rate notes (Floating Rate Notes) which are sold to third-parties. The residual interest bond held by the Trust gives the Trust the right (1) to cause the holders of the Floating Rate Notes to generally tender their notes at par, and (2) to have the broker transfer the Bond held by the SPV to the Trust, thereby terminating the SPV. Should the Trust exercise such right, it would generally pay the broker the par amount due on the Floating Rate Notes and exchange the residual interest bond for the underlying Bond. Pursuant to generally accepted accounting principles for transfers and servicing of financial assets and extinguishment of liabilities, the Trust accounts for the transaction described above as a secured borrowing by including the Bond in its Portfolio of Investments and the Floating Rate Notes as a liability under the caption Payable for floating rate notes issued in its Statement of Assets and Liabilities. The Floating Rate Notes have interest rates that generally reset weekly and their holders have the option to tender their notes to the broker for redemption at par at each reset date. Interest expense related to the Trusts liability with respect to Floating Rate Notes is recorded as incurred. The SPV may be terminated by the Trust, as noted above, or by the broker upon the occurrence of certain termination events as defined in the trust agreement, such as a downgrade in the credit quality of the underlying Bond, bankruptcy of or payment failure by the issuer of the underlying Bond, the inability to remarket Floating Rate Notes that have been tendered due to insufficient buyers in the market, or the failure by the SPV to obtain renewal of the liquidity agreement under which liquidity support is provided for the Floating Rate Notes up to one year. Structuring fees paid to the liquidity provider upon the creation of an SPV have been recorded as debt issuance costs and are being amortized as interest expense to the expected maturity of the related trust. Unamortized structuring fees related to a terminated SPV are recorded as realized loss on extinguishment of debt. At May 31, 2011, the amount of the Trusts Floating Rate Notes outstanding and the related collateral were $115,715,000 and $148,471,496, respectively. The range of interest rates on Floating Rate Notes outstanding at May 31, 2011 was 0.16% to 0.53%. For the six months ended May 31, 2011, the Trusts average Floating Rate Notes outstanding and the average interest rate (annualized) including fees and amortization of deferred debt issuance costs were $115,191,951 and 0.86%, respectively.

The Trust may enter into shortfall and forbearance agreements with the broker by which the Trust agrees to reimburse the broker, in certain circumstances, for the difference between the liquidation value of the Bond held by the SPV and the liquidation value of the Floating Rate Notes, as well as any shortfalls in interest cash flows. The Trust had no shortfalls as of May 31, 2011.

The Trust may also purchase residual interest bonds from brokers in a secondary market transaction without first owning the underlying bond. Such transactions are not required to be treated as secured borrowings. Shortfall agreements, if any, related to residual interest bonds purchased in a secondary market transaction are disclosed in the Portfolio of Investments. The Trusts investment policies and restrictions expressly permit investments in residual interest bonds. Such bonds typically offer the potential for yields exceeding the yields available on fixed rate bonds with comparable credit quality and maturity. These securities tend to underperform the market for fixed rate bonds in a rising long-term interest rate environment, but tend to outperform the market for fixed rate bonds when long-term interest rates decline. The value and income of residual interest bonds are generally more volatile than that of a fixed rate bond. The Trusts investment policies do not allow the Trust to borrow money except as permitted by the 1940 Act. Management believes that the Trusts restrictions on borrowing money and issuing senior securities (other than as specifically permitted) do not apply to Floating Rate Notes issued by the SPV and included as a liability in the Trusts Statement of Assets and Liabilities. As secured indebtedness issued by an SPV, Floating Rate Notes are distinct from the borrowings and senior securities to which the Trusts restrictions apply. Residual interest bonds held by the Trust are securities exempt from registration under Rule 144A of the Securities Act of 1933.

I Financial Futures Contracts The Trust may enter into financial futures contracts. Upon entering into a financial futures contract, the Trust is required to deposit with the broker, either in cash or securities, an amount equal to a certain percentage of the purchase price (initial margin). Subsequent payments, known as variation margin, are made or received by the Trust each business day, depending on the daily fluctuations in the value of the underlying security, and are recorded as unrealized gains or losses by the Trust. Gains (losses) are realized upon the expiration or closing of the financial futures contracts. Should market conditions change unexpectedly, the Trust may not achieve the anticipated benefits of the financial futures contracts and may realize a loss. Futures contracts have minimal counterparty risk as they are exchange traded and the clearinghouse for the exchange is substituted as the counterparty, guaranteeing counterparty performance.

J Interest Rate Swaps Pursuant to interest rate swap agreements, the Trust makes periodic payments at a fixed interest rate and, in exchange, receives payments based on the interest rate of a benchmark industry index. During the term of the outstanding swap agreement, changes in the underlying value of the swap are recorded as unrealized gains or losses. The value of the swap is determined by changes in the relationship between two rates of interest. The Trust is exposed to credit loss in the event of non-performance by the swap counterparty. Risk may also arise from movements in interest rates.

K When-Issued Securities and Delayed Delivery Transactions The Trust may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. At the time the transaction is negotiated, the price of the

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Municipal Income Trust

May 31, 2011

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security that will be delivered is fixed. The Trust maintains security positions for these commitments such that sufficient liquid assets will be available to make payments upon settlement. Securities purchased on a delayed delivery or when-issued basis are marked-to-market daily and begin earning interest on settlement date. Losses may arise due to changes in the market value of the underlying securities or if the counterparty does not perform under the contract.

L Statement of Cash Flows The cash amount shown in the Statement of Cash Flows of the Trust is the amount included in the Trusts Statement of Assets and Liabilities and represents the cash on hand at its custodian and does not include any short-term investments.

M Interim Financial Statements The interim financial statements relating to May 31, 2011 and for the six months then ended have not been audited by an independent registered public accounting firm, but in the opinion of the Trusts management, reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the financial statements.

2 Auction Preferred Shares

The Trust issued 2,620 Series A and Series B Auction Preferred Shares (APS) on March 1, 1999 in a public offering. The underwriting discount and other offering costs incurred in connection with the offering were recorded as a reduction of the paid-in capital of the common shares. The Trust issued 806 Series C APS on May 28, 2009 in connection with the acquisition of Eaton Vance National Municipal Income Trust. Dividends on the APS, which accrue daily, are cumulative at rates which are reset every seven days by an auction, unless a special dividend period has been set. If the APS auctions do not successfully clear, the dividend payment rate over the next period for the APS holders is set at a specified maximum applicable rate until such time as the APS auctions are successful. The maximum applicable rate on the APS is 110% (150% for taxable distributions) of the greater of the 1) AA Financial Composite Commercial Paper Rate or 2) Taxable Equivalent of the Short-Term Municipal Obligation Rate on the date of the auction. Series of APS are identical in all respects except for the reset dates of the dividend rates.

The number of APS issued and outstanding as of May 31, 2011 is as follows:


Outstanding
Series A	2,000
Series B	2,000
Series C	806

The APS are redeemable at the option of the Trust at a redemption price equal to $25,000 per share, plus accumulated and unpaid dividends, on any dividend payment date. The APS are also subject to mandatory redemption at a redemption price equal to $25,000 per share, plus accumulated and unpaid dividends, if the Trust is in default for an extended period on its asset maintenance requirements with respect to the APS. If the dividends on the APS remain unpaid in an amount equal to two full years dividends, the holders of the APS as a class have the right to elect a majority of the Board of Trustees. In general, the holders of the APS and the common shares have equal voting rights of one vote per share, except that the holders of the APS, as a separate class, have the right to elect at least two members of the Board of Trustees. The APS have a liquidation preference of $25,000 per share, plus accumulated and unpaid dividends. The Trust is required to maintain certain asset coverage with respect to the APS as defined in the Trusts By-Laws and the 1940 Act. The Trust pays an annual fee up to 0.15% of the liquidation value of the APS to broker-dealers as a service fee if the auctions are unsuccessful; otherwise, the annual fee is 0.25%.

3 Distributions to Shareholders

The Trust intends to make monthly distributions of net investment income to common shareholders, after payment of any dividends on any outstanding APS. In addition, at least annually, the Trust intends to distribute all or substantially all of its net realized capital gains (reduced by available capital loss carryforwards from prior years, if any). Distributions to common shareholders are recorded on the ex-dividend date. Distributions to preferred shareholders

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May 31, 2011

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are recorded daily and are payable at the end of each dividend period. The dividend rates for the APS at May 31, 2011, and the amount of dividends accrued (including capital gains, if any) to APS shareholders, average APS dividend rates (annualized), and dividend rate ranges for the six months then ended were as follows:

Rates at		Dividends — Accrued to APS	Average APS — Dividend	Dividend — Rate
May 31, 2011		Shareholders	Rates	Ranges (%)
Series A	0.31 %	$ 100,978	0.41 %	0.310.69
Series B	0.31	99,537	0.40	0.310.69
Series C	0.31	40,473	0.40	0.310.69

Beginning February 13, 2008 and consistent with the patterns in the broader market for auction-rate securities, the Trusts APS auctions were unsuccessful in clearing due to an imbalance of sell orders over bids to buy the APS. As a result, the dividend rates of the APS were reset to the maximum applicable rate. The table above reflects such maximum dividend rates for each series as of May 31, 2011.

The Trust distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.

4 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Eaton Vance Management (EVM) as compensation for investment advisory services rendered to the Trust. The fee is computed at an annual rate of 0.670% (0.685% prior to May 1, 2011) of the Trusts average weekly gross assets to May 1, 2012 and is payable monthly. Pursuant to a fee reduction agreement between the Trust and EVM, the annual adviser fee rate will be reduced by 0.015% every May 1 for the next eighteen years. The fee reduction cannot be terminated without the consent of the Trustees and shareholders. Average weekly gross assets include the principal amount of any indebtedness for money borrowed, including debt securities issued by the Trust, and the amount of any outstanding APS issued by the Trust. Pursuant to a fee reduction agreement with EVM, average weekly gross assets are calculated by adding to net assets the liquidation value of the Trusts APS then outstanding and the amount payable by the Trust to floating rate note holders, such adjustment being limited to the value of the APS outstanding prior to any APS redemptions by the Trust. The administration fee is earned by EVM for administering the business affairs of the Trust and is computed at an annual rate of 0.20% of the Trusts average weekly gross assets. For the six months ended May 31, 2011, the investment adviser fee and administration fee were $1,344,285 and $393,982, respectively.

Except for Trustees of the Trust who are not members of EVMs organization, officers and Trustees receive remuneration for their services to the Trust out of the investment adviser fee. Trustees of the Trust who are not affiliated with EVM may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the six months ended May 31, 2011, no significant amounts have been deferred. Certain officers and Trustees of the Trust are officers of EVM.

5 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $51,021,182 and $48,125,609, respectively, for the six months ended May 31, 2011.

6 Common Shares of Beneficial Interest

Common shares issued pursuant to the Trusts dividend reinvestment plan for the six months ended May 31, 2011 and the year ended November 30, 2010 were as follows:

May 31, 2011	Year Ended
(Unaudited)	November 30, 2010
Issued pursuant to the Trusts dividend reinvestment plan	73,923	144,257
Net increase	73,923	144,257

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May 31, 2011

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7 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Trust at May 31, 2011, as determined on a federal income tax basis, were as follows:

Aggregate cost	$
Gross unrealized appreciation	$ 14,788,601
Gross unrealized depreciation	(30,826,905	)
Net unrealized depreciation	$ (16,038,304	)

8 Overdraft Advances

Pursuant to the custodian agreement, SSBT may, in its discretion, advance funds to the Trust to make properly authorized payments. When such payments result in an overdraft, the Trust is obligated to repay SSBT at the current rate of interest charged by SSBT for secured loans (currently, a rate above the Federal Funds rate). This obligation is payable on demand to SSBT. SSBT has a lien on the Trusts assets to the extent of any overdraft. At May 31, 2011, the Trust had a payment due to SSBT pursuant to the foregoing arrangement of $2,265,291.

9 Financial Instruments

The Trust may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include financial futures contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Trust has in particular classes of financial instruments and do not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered.

A summary of obligations under these financial instruments at May 31, 2011 is as follows:

Futures Contracts
							Net
							Unrealized
Expiration Date	Contracts	Position	Aggregate Cost		Value		Depreciation
9/11	200 U.S. 10-Year Treasury Note	Short	$ (24,340,259	)	$ (24,521,875	)	$ (181,616	)
9/11	500 U.S. 30-Year Treasury Bond	Short	(61,993,768	)	(62,421,876	)	(428,108	)
							$ (609,724	)

At May 31, 2011, the Trust had sufficient cash and/or securities to cover commitments under these contracts.

The Trust is subject to interest rate risk in the normal course of pursuing its investment objectives. Because the Trust holds fixed-rate bonds, the value of these bonds may decrease if interest rates rise. The Trust purchases and sells U.S. Treasury futures contracts to hedge against changes in interest rates.

The fair value of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) and whose primary underlying risk exposure is interest rate risk at May 31, 2011 was as follows:

	Fair Value — Asset Derivative	Liability Derivative
Futures Contracts	$	$ (609,724	) (1)
Total	$	$ (609,724	)

(1) Amount represents cumulative unrealized depreciation on futures contracts in the Futures Contracts table above. Only the current days variation margin on open futures contracts is reported within the Statement of Assets and Liabilities as Receivable or Payable for variation margin, as applicable.

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May 31, 2011

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The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations and whose primary underlying risk exposure is interest rate risk for the six months ended May 31, 2011 was as follows:

	Realized Gain (Loss) — on Derivatives Recognized		Change in Unrealized — Appreciation (Depreciation) on
Derivative	in
Income (1)		Derivatives Recognized in
Income (2)
Future Contracts	$ (3,899,844	)	$ (609,724	)

| (1) | Statement of Operations location: Net realized gain
(loss) Financial futures contracts. |
| --- | --- |
| (2) | Statement of Operations location: Change in unrealized
appreciation (depreciation) Financial futures
contracts. |

The average notional amount of futures contracts outstanding during the six months ended May 31, 2011, which is indicative of the volume of this derivative type, was approximately $57,143,000.

10 Fair Value Measurements

Under generally accepted accounting principles for fair value measurements, a three-tier hierarchy to prioritize the assumptions, referred to as inputs, is used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

| | Level 1 quoted prices in active markets for
identical investments |
| --- | --- |
| | Level 2 other significant observable inputs
(including quoted prices for similar investments, interest
rates, prepayment speeds, credit risk, etc.) |
| | Level 3 significant unobservable inputs
(including a funds own assumptions in determining the fair
value of investments) |

In cases where the inputs used to measure fair value fall in different levels of the fair value hierarchy, the level disclosed is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

At May 31, 2011, the hierarchy of inputs used in valuing the Trusts investments, which are carried at value, were as follows:

Asset Description	Level 1		Level 2	Level 3	Total
Tax-Exempt Investments	$		$ 478,459,658	$	$ 478,459,658
Total Investments	$		$ 478,459,658	$	$ 478,459,658
Liability Description
Futures Contracts	$ (609,724	)	$	$	$ (609,724	)
Total	$ (609,724	)	$	$	$ (609,724	)

The Trust held no investments or other financial instruments as of November 30, 2010 whose fair value was determined using Level 3 inputs. At May 31, 2011, the value of investments transferred between Level 1 and Level 2, if any, during the six months then ended was not significant.

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Eaton Vance

Municipal Income Trust

May 31, 2011

Annual Meeting of Shareholders (Unaudited)

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The Trust held its Annual Meeting of Shareholders on March 25, 2011. The following action was taken by the shareholders:

Item 1: The election of William H. Park and Helen Frame Peters as Class III Trustees of the Trust for a three-year term expiring in 2014.

Nominees for Trustee	Number of Shares
Elected by All Shareholders	For	Withheld
William H. Park (Class III)	20,790,073	503,612
Helen Frame Peters (Class III)	20,796,696	496,992

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Eaton Vance

Municipal Income Trust

May 31, 2011

Board of Trustees Contract Approval

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Overview of the Contract Review Process

The Investment Company Act of 1940, as amended (the 1940 Act), provides, in substance, that each investment advisory agreement between a fund and its investment adviser will continue in effect from year to year only if its continuance is approved at least annually by the funds board of trustees, including by a vote of a majority of the trustees who are not interested persons of the fund (Independent Trustees), cast in person at a meeting called for the purpose of considering such approval.

At a meeting of the Boards of Trustees (each a Board) of the Eaton Vance group of mutual funds (the Eaton Vance Funds) held on April 25, 2011, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board, which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished for a series of meetings of the Contract Review Committee held between February and April 2011. Such information included, among other things, the following:

Information about Fees, Performance and Expenses

| | An independent report comparing the advisory and related fees
paid by each fund with fees paid by comparable funds; |
| --- | --- |
| | An independent report comparing each funds total expense
ratio and its components to comparable funds; |
| | An independent report comparing the investment performance of
each fund (including yield data and Sharpe and information
ratios where relevant) to the investment performance of
comparable funds over various time periods; |
| | Data regarding investment performance in comparison to relevant
peer groups of similarly managed funds and appropriate indices; |
| | For each fund, comparative information concerning the fees
charged and the services provided by each adviser in managing
other mutual funds and institutional accounts using investment
strategies and techniques similar to those used in managing such
fund; |
| | Profitability analyses for each adviser with respect to each
fund; |

Information about Portfolio Management

| | Descriptions of the investment management services provided to
each fund, including the investment strategies and processes
employed, and any changes in portfolio management processes and
personnel; |
| --- | --- |
| | Information about the allocation of brokerage and the benefits
received by each adviser as a result of brokerage allocation,
including information concerning the acquisition of research
through client commission arrangements and/or the
funds policies with respect to soft dollar
arrangements; |
| | Data relating to portfolio turnover rates of each fund; |
| | The procedures and processes used to determine the fair value of
fund assets and actions taken to monitor and test the
effectiveness of such procedures and processes; |

Information about each Adviser

| | Reports detailing the financial results and condition of each
adviser; |
| --- | --- |
| | Descriptions of the qualifications, education and experience of
the individual investment professionals whose responsibilities
include portfolio management and investment research for the
funds, and information relating to their compensation and
responsibilities with respect to managing other mutual funds and
investment accounts; |
| | Copies of the Codes of Ethics of each adviser and its
affiliates, together with information relating to compliance
with and the administration of such codes; |
| | Copies of or descriptions of each advisers policies and
procedures relating to proxy voting, the handling of corporate
actions and class actions; |
| | Information concerning the resources devoted to compliance
efforts undertaken by each adviser and its affiliates on behalf
of the funds (including descriptions of various compliance
programs) and their record of compliance with investment
policies and restrictions, including policies with respect to
market-timing, late trading and selective portfolio disclosure,
and with policies on personal securities transactions; |
| | Descriptions of the business continuity and disaster recovery
plans of each adviser and its affiliates; |
| | A description of Eaton Vance Managements procedures for
overseeing third party advisers and sub-advisers; |

Other Relevant Information

| | Information concerning the nature, cost and character of the
administrative and other non-investment management services
provided by Eaton Vance Management and its affiliates; |
| --- | --- |
| | Information concerning management of the relationship with the
custodian, subcustodians and fund accountants by each adviser or
the funds administrator; and |
| | The terms of each advisory agreement. |

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May 31, 2011

Board of Trustees Contract Approval continued

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In addition to the information identified above, the Contract Review Committee considered information provided from time to time by each adviser throughout the year at meetings of the Board and its committees. Over the course of the twelve-month period ended April 30, 2011, with respect to one or more funds, the Board met nine times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met nine, fifteen, seven, eight and twelve times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the funds investment objective including, where relevant, the use of derivative instruments, as well as trading policies and procedures and risk management techniques.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the funds investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.

The Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuance of the investment advisory agreement of Eaton Vance Municipal Income Trust (the Fund) with Eaton Vance Management (the Adviser), including its fee structure, is in the interests of shareholders and, therefore, the Contract Review Committee recommended to the Board approval of the agreement. The Board accepted the recommendation of the Contract Review Committee as well as the factors considered and conclusions reached by the Contract Review Committee with respect to the agreement. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve continuation of the investment advisory agreement for the Fund.

Nature, Extent and Quality of Services

In considering whether to approve the investment advisory agreement of the Fund, the Board evaluated the nature, extent and quality of services provided to the Fund by the Adviser.

The Board considered the Advisers management capabilities and investment process with respect to the types of investments held by the Fund, including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Fund. In particular, the Board evaluated, where relevant, the abilities and experience of such investment personnel in analyzing factors such as credit risk, tax efficiency, and special considerations relevant to investing in municipal bonds. The Board considered the Advisers large municipal bond team, which includes portfolio managers and credit specialists who provide services to the Fund. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation methods of the Adviser to recruit and retain investment personnel, and the time and attention devoted to the Fund by senior management.

The Board also reviewed the compliance programs of the Adviser and relevant affiliates thereof. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the Adviser and its affiliates to requests in recent years from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

The Board considered shareholder and other administrative services provided or managed by Eaton Vance Management and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large family of funds.

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory agreement.

Fund Performance

The Board compared the Funds investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one-, three-, five- and ten-year periods ended September 30, 2010 for the Fund. The Board considered the impact of extraordinary market conditions in recent years on the Funds performance relative to its peer universe in light of, among other things, the Advisers efforts to generate reasonably stable levels of tax exempt current income over time through

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Municipal Income Trust

May 31, 2011

Board of Trustees Contract Approval continued

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investments in higher quality municipal bonds with longer maturities. The Board noted that the Adviser had taken action to restructure the Funds portfolio as part of a long-term strategy for managing interest rate risk and credit risk, consistent with the Funds objective of providing current income. The Board concluded that additional time is required to evaluate the effectiveness of such actions.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates, including any administrative fee rates, payable by the Fund (referred to collectively as management fees). As part of its review, the Board considered the management fees and the Funds total expense ratio for the year ended September 30, 2010, as compared to a group of similarly managed funds selected by an independent data provider. The Board considered the financial resources committed by the Adviser in structuring the Fund at the time of its initial public offering and the waiver of fees provided by the Adviser for the first five years of the Funds life. The Board considered that, in response to inquiries by the Contract Review Committee, the Adviser had agreed to implement a series of permanent reductions in management fees and that the first such reduction became effective on May 1, 2010. The Board also considered factors that had an impact on Fund expense ratios, as identified by management in response to inquiries from the Contract Review Committee, as well as actions being taken to reduce expenses at the Eaton Vance fund complex level, including the negotiation of reduced fees for transfer agency and custody services.

After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser, the Board concluded that the management fees charged for advisory and related services are reasonable.

Profitability

The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof in providing investment advisory and administrative services to the Fund and to all Eaton Vance Funds as a group. The Board considered the level of profits realized with and without regard to revenue sharing or other payments by the Adviser and its affiliates to third parties in respect of distribution services. The Board also considered other direct or indirect benefits received by the Adviser and its affiliates in connection with its relationship with the Fund, including the benefits of research services that may be available to the Adviser as a result of securities transactions effected for the Fund and other investment advisory clients.

The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by the Adviser and its affiliates are reasonable.

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board reviewed data summarizing the increases and decreases in the assets of the Fund and of all Eaton Vance Funds as a group over various time periods, and evaluated the extent to which the total expense ratio of the Fund and the profitability of the Adviser and its affiliates may have been affected by such increases or decreases. The Board also considered the fact that the Fund is not continuously offered and concluded that, in light of the level of the advisers profits with respect to the Fund, the implementation of breakpoints in the advisory fee schedule is not appropriate at this time. Based upon the foregoing, the Board concluded that the Fund currently shares in the benefits from economies of scale.

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Eaton Vance

Municipal Income Trust

May 31, 2011

Officers and Trustees

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| Officers of Eaton Vance Municipal
Income Trust | |
| --- | --- |
| Thomas M. Metzold President Payson F. Swaffield Vice President Barbara E. Campbell Treasurer | Maureen A. Gemma Vice President, Secretary and Chief Legal Officer Paul M. ONeil Chief Compliance Officer |

| Trustees of Eaton Vance Municipal
Income Trust | |
| --- | --- |
| Ralph F. Verni Chairman Benjamin C. Esty Thomas E. Faust Jr.* Allen R. Freedman | William H. Park Ronald A. Pearlman Helen Frame Peters Lynn A. Stout |

Interested Trustee

Number of Employees

The Fund is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as a closed-end, management investment company and has no employees.

Number of Shareholders

As of May 31, 2011, Fund records indicate that there are 363 registered shareholders and approximately 8,955 shareholders owning the Fund shares in street name, such as through brokers, banks, and financial intermediaries.

If you are a street name shareholder and wish to receive Fund reports directly, which contain important information about the Fund, please write or call:

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

1-800-262-1122

New York Stock Exchange symbol

The New York Stock Exchange symbol is EVN.

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Eaton Vance

Municipal Income Trust

May 31, 2011

IMPORTANT NOTICES

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Privacy. The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy (Privacy Policy) with respect to nonpublic personal information about its customers:

| | Only such information received from you, through application
forms or otherwise, and information about your Eaton Vance fund
transactions will be collected. This may include information
such as name, address, social security number, tax status,
account balances and transactions. |
| --- | --- |
| | None of such information about you (or former customers) will be
disclosed to anyone, except as permitted by law (which includes
disclosure to employees necessary to service your account). In
the normal course of servicing a customers account, Eaton
Vance may share information with unaffiliated third parties that
perform various required services such as transfer agents,
custodians and broker/dealers. |
| | Policies and procedures (including physical, electronic and
procedural safeguards) are in place that are designed to protect
the confidentiality of such information. |
| | We reserve the right to change our Privacy Policy at any time
upon proper notification to you. Customers may want to review
our Privacy Policy periodically for changes by accessing the
link on our homepage: www.eatonvance.com. |

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Eaton Vance Distributors, Inc., Eaton Vance Trust Company, Eaton Vance Managements Real Estate Investment Group and Boston Management and Research. In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customers account (i.e., fund shares) is held in the name of a third-party financial advisor/broker-dealer, it is likely that only such advisors privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures. For more information about Eaton Vances Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents. The Securities and Exchange Commission (SEC) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called householding and it helps eliminate duplicate mailings to shareholders. Eaton Vance, or your financial advisor, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial advisor, otherwise. If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial advisor. Your instructions that householding not apply to delivery of your Eaton Vance documents will be effective within 30 days of receipt by Eaton Vance or your financial advisor.

Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SECs website at www.sec.gov. Form N-Q may also be reviewed and copied at the SECs public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).

Proxy Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds and Portfolios Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge, upon request, by calling 1-800-262-1122 and by accessing the SECs website at www.sec.gov.

Additional Notice to Shareholders. The Fund may redeem or purchase its outstanding auction preferred shares (APS) in order to maintain compliance with regulatory requirements, borrowing or rating agency requirements or for other purposes as it deems appropriate or necessary. The Fund also may purchase shares of its common stock in the open market when they trade at a discount to net asset value or at other times if the Fund determines such purchases are advisable. There can be no assurance that the Fund will take such action or that such purchases would reduce the discount.

Closed-End Fund Information. The Eaton Vance closed-end funds make certain quarterly fund performance data and information about portfolio characteristics (such as top holdings and asset allocation) available on the Eaton Vance website after the end of each calendar quarter-end. Certain month end fund performance data for the funds, including total returns, are posted to the website shortly after the end of each calendar month. Portfolio holdings for the most recent calendar quarter-end are also posted to the website approximately 30 days following the end of the quarter. This information is available at www.eatonvance.com on the fund information pages under Individual Investors Closed-End Funds.

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Investment Adviser and Administrator Eaton Vance Management

Two International Place

Boston, MA 02110

Custodian State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

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Transfer Agent American Stock Transfer & Trust Company

59 Maiden Lane

Plaza Level

New York, NY 10038

Fund Offices Two International Place

Boston, MA 02110

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151-7/11 CE-NASRC

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Item 2. Code of Ethics

Not required in this filing.

Item 3. Audit Committee Financial Expert

The registrants Board has designated William H. Park, an independent trustee, as its audit committee financial expert. Mr. Park is a certified public accountant who is the Chief Financial Officer of Aveon Group, L.P. (an investment management firm). Previously, he served as the Vice Chairman of Commercial Industrial Finance Corp. (specialty finance company), as President and Chief Executive Officer of Prizm Capital Management, LLC (investment management firm), as Executive Vice President and Chief Financial Officer of United Asset Management Corporation (an institutional investment management firm) and as a Senior Manager at Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm).

Item 4. Principal Accountant Fees and Services

Not required in this filing.

Item 5. Audit Committee of Listed Registrants

Not required in this filing.

Item 6. Schedule of Investments

Please see schedule of investments contained in the Report to Stockholders included under Item 1 of this Form N-CSR.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

The Board of Trustees of the Trust has adopted a proxy voting policy and procedure (the Fund Policy), pursuant to which the Trustees have delegated proxy voting responsibility to the Funds investment adviser and adopted the investment advisers proxy voting policies and procedures (the Policies) which are described below. The Trustees will review the Funds proxy voting records from time to time and will annually consider approving the Policies for the upcoming year. In the event that a conflict of interest arises between the Funds shareholders and the investment adviser, the administrator, or any of their affiliates or any affiliate of the Fund, the investment adviser will generally refrain from voting the proxies related to the companies giving rise to such conflict until it consults with the Boards Special Committee except as contemplated under the Fund Policy. The Boards Special Committee will instruct the investment adviser on the appropriate course of action.

The Policies are designed to promote accountability of a companys management to its shareholders and to align the interests of management with those shareholders. An independent proxy voting service (Agent), currently Institutional Shareholder Services, Inc., has been retained to assist in the voting of proxies through the provision of vote analysis, implementation and recordkeeping and disclosure services. The investment adviser will generally vote proxies through the Agent. The Agent is required to vote all proxies and/or refer them back to the investment adviser pursuant to the Policies. It is generally the policy of the investment adviser to vote in accordance with the recommendation of the Agent. The Agent shall refer to the investment adviser proxies relating to mergers and restructurings, and the disposition of assets, termination, liquidation and mergers contained in mutual fund proxies. The investment adviser will normally vote against anti-takeover measures and other proposals designed to limit the ability of shareholders to act on possible transactions, except in the case of closed-end management investment companies. The investment adviser generally supports management on social and environmental proposals. The investment adviser may abstain from voting from time to time where it determines that the costs associated with voting a proxy outweighs the benefits derived from exercising the right to vote or the economic effect on shareholders interests or the value of the portfolio holding is indeterminable or insignificant.

In addition, the investment adviser will monitor situations that may result in a conflict of interest between the Funds shareholders and the investment adviser, the administrator, or any of their affiliates or any affiliate of the Fund by maintaining a list of significant existing and prospective corporate clients. The investment advisers personnel responsible for reviewing and voting proxies on behalf of the Fund will report any proxy received or expected to be received from a company included on that list to the personnel of the investment adviser identified in the Policies. If such personnel expects to instruct the Agent to vote such proxies in a manner inconsistent with the guidelines of the Policies or

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the recommendation of the Agent, the personnel will consult with members of senior management of the investment adviser to determine if a material conflict of interests exists. If it is determined that a material conflict does exist, the investment adviser will seek instruction on how to vote from the Special Committee.

Information on how the Fund voted proxies relating to portfolio securities during the most recent 12 month period ended June 30 is available (1) without charge, upon request, by calling 1-800-262-1122, and (2) on the Securities and Exchange Commissions website at http://www.sec.gov .

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not required in this filing.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

No such purchases this period.

Item 10. Submission of Matters to a Vote of Security Holders

No Material Changes.

Item 11. Controls and Procedures

(a) It is the conclusion of the registrants principal executive officer and principal financial officer that the effectiveness of the registrants current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commissions rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrants principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.

(b) There have been no changes in the registrants internal controls over financial reporting during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting.

Item 12. Exhibits

(a)(1)	Registrants Code of Ethics Not applicable (please see Item 2).
(a)(2)(i)	Treasurers Section 302 certification.
(a)(2)(ii)	Presidents Section 302 certification.
(b)	Combined Section 906 certification.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Eaton Vance Municipal Income Trust
By:	/s/ Thomas M. Metzold
	Thomas M. Metzold
	President

Date: July 11, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:
Barbara E. Campbell
Treasurer

Date: July 11, 2011

By:
Thomas M. Metzold
President

Date: July 11, 2011

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