Edgar Filing: EATON VANCE MUNICIPAL INCOME TRUST

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

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Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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Eaton Vance Municipal Income Trust
Eaton Vance California Municipal Income Trust
Eaton Vance Florida Municipal Income Trust
Eaton Vance Massachusetts Municipal Income Trust
Eaton Vance Michigan Municipal Income Trust
Eaton Vance New Jersey Municipal Income Trust
Eaton Vance New York Municipal Income Trust
Eaton Vance Ohio Municipal Income Trust
Eaton Vance Pennsylvania Municipal Income Trust

(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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EATON VANCE CALIFORNIA MUNICIPAL INCOME TRUST
EATON VANCE FLORIDA MUNICIPAL INCOME TRUST
EATON VANCE MASSACHUSETTS MUNICIPAL
EATON VANCE MICHIGAN MUNICIPAL INCOME TRUST
EATON VANCE MUNICIPAL INCOME TRUST
EATON VANCE NEW JERSEY MUNICIPAL INCOME TRUST
EATON VANCE NEW YORK MUNICIPAL INCOEM TRUST
EATON VANCE OHIO MUNICIPAL INCOME TRUST
EATON VANCE PENNSYLVANIA MUNICIPAL INCOME TRUST

THE EATON VANCE BUILDING
255 STATE STREET
BOSTON, MASSACHUSETTS 02109

January 31, 2002

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of
your Fund, which will be held with the Annual Meeting of each of the above funds
(collectively the "Funds"), at The Eaton Vance Building, 255 State Street,
Boston, Massachusetts 02109, on Friday, March 22, 2002 at 1:30 P.M. (Boston
time).

At this meeting you will be asked to consider the election of Trustees and
you will have an opportunity to hear a report about your Fund. The enclosed
proxy statement contains additional information.

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

Sincerely,

/s/ Thomas J. Fetter
Thomas J. Fetter
President

IMPORTANT

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING. WHETHER
OR NOT YOU PLAN TO ATTEND IN PERSON, YOU ARE REQUESTED TO COMPLETE, SIGN AND
RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE. YOU MAY WITHDRAW YOUR PROXY
IF YOU ATTEND THE ANNUAL MEETING AND DESIRE TO VOTE IN PERSON.

EATON VANCE CALIFORNIA MUNICIPAL INCOME TRUST
EATON VANCE FLORIDA MUNICIPAL INCOME TRUST
EATON VANCE MASSACHUSETTS MUNICIPAL INCOME TRUST
EATON VANCE MICHIGAN MUNICIPAL INCOME TRUST
EATON VANCE MUNICIPAL INCOME TRUST
EATON VANCE NEW JERSEY MUNICIPAL INCOME TRUST
EATON VANCE NEW YORK MUNICIPAL INCOME TRUST
EATON VANCE OHIO MUNICIPAL INCOME TRUST
EATON VANCE PENNSYLVANIA MUNICIPAL INCOME TRUST

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held Friday, March 22, 2002

The Annual Meeting of Shareholders of each of the above registered
investment companies, each a Massachusetts business trust (collectively the
"Funds"), will be held at the principal office of each Fund, The Eaton Vance
Building, 255 State Street, Boston, Massachusetts 02109, on Friday, March 22,
2002 at 1:30 P.M. (Boston time), for the following purposes:

1. To elect three Trustees of each Fund, one of whom shall be elected
solely by the holders of a Fund's Auction Preferred Shares.

2. To consider and act upon any other matters which may properly come
before the Meeting and any adjourned session thereof.

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

The Board of Trustees of each Fund has fixed the close of business on
January 14, 2002 as the record date for the determination of the shareholders of
the Fund entitled to notice of and to vote at the meeting and any adjournments
thereof.

By Order of each Board of Trustees

/s/ Alan R. Dynner
Alan R. Dynner
Secretary

January 31, 2002
Boston, Massachusetts

IMPORTANT - SHAREHOLDERS CAN HELP THE BOARD OF TRUSTEES OF THEIR FUND AVOID THE
NECESSITY AND ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATIONS TO OBTAIN
A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. THE ENCLOSED ADDRESSED
ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES AND IS INTENDED FOR
YOUR CONVENIENCE.

THE EATON VANCE BUILDING
255 STATE STREET
BOSTON, MASSACHUSETTS 02109

PROXY STATEMENT

A proxy is enclosed with the foregoing Notice of the Annual Meetings of
Shareholders of Eaton Vance California Municipal Income Trust (the "California
Fund"), Eaton Vance Florida Municipal Income Trust (the "Florida Fund"), Eaton
Vance Massachusetts Municipal Income Trust (the "Massachusetts Fund"), Eaton
Vance Michigan Municipal Income Trust (the "Michigan Fund"), Eaton Vance
Municipal Income Trust (the "Municipal Fund"), Eaton Vance New Jersey Municipal
Income Trust (the "New Jersey Fund"), Eaton Vance New York Municipal Income
Trust (the "New York Fund"), Eaton Vance Ohio Municipal Income Trust (the "Ohio
Fund") and Eaton Vance Pennsylvania Municipal Income Trust (the "Pennsylvania
Fund") (collectively the "Funds"), to be held March 22, 2002 for the benefit of
shareholders who do not expect to be present at the meeting. This proxy is
solicited on behalf of the Board of Trustees of each Fund, and is revocable by
the person giving it prior to exercise by a signed writing filed with the Funds'
Secretary, or by executing and delivering a later dated proxy, or by attending
the meeting and voting the shares in person. Each proxy will be voted in
accordance with its instructions; if no instruction is given, an executed proxy
will authorize the persons named as attorneys, or any of them, to vote in favor
of the election of each Trustee. This proxy material is being mailed to
shareholders on or about January 31, 2002.

The Board of Trustees of each Fund has fixed the close of business January
14, 2002, as the record date for the determination of the shareholders entitled
to notice of and to vote at the meeting and any adjournments thereof.
Shareholders at the close of business on the record date will be entitled to one
vote for each share held. The number of Common Shares, $.01 par value per share
("Common Shares") and the number of Auction Preferred Shares, $.01 par value per
share, liquidation preference $25,000 per share ("APS"), of each Fund
outstanding on January 14, 2002 was as follows:

No. of Common No. of APS
Shares Outstanding Shares Outstanding
Fund January 14, 2002 on January 14, 2002
---- ---------------- -------------------

California Fund 7,132,590 2,360
Florida Fund 4,229,355 1,420
Massachusetts Fund 2,599,669 860
Michigan Fund 2,085,196 700
Municipal Fund 16,431,886 5,240
New Jersey Fund 4,486,847 1,520
New York Fund 5,307,283 1,780
Ohio Fund 2,777,424 940
Pennsylvania Fund 2,663,243 900

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

As of January 14, 2002, no shareholder beneficially owned more than 5% of
the outstanding shares of a Fund. The Trustees and officers of each Fund, as a
group, own beneficially less than 1% of the shares of each Fund.

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

PROPOSAL 1. ELECTION OF TRUSTEES

Each Fund's Declaration of Trust provides that the Board of Trustees shall
be divided into three classes. The term of office of the Class III Trustees
expires on the date of the 2002 Annual Meeting, and the term of office of the
Class I and Class II Trustees will expire one and two years thereafter,
respectively. Trustees chosen to succeed the Trustees whose terms are expiring
will be elected for a three-year term. An effect of staggered terms is to limit
the ability of entities or persons to acquire control of a Fund.

Each Fund's Declaration of Trust provides that a majority of the Trustees
shall fix the number of the entire Board and that such number shall be at least
two and no greater than fifteen. Each Board has fixed the number of Trustees at
seven. Proxies will be voted for the election of the following three nominees.
Each nominee is presently serving as a Trustee and has consented to continue to
so serve. In the event that a nominee is unable to serve for any reason (which
is not now expected) when the election occurs, the accompanying Proxy will be
voted for such other person or persons as the Board of Trustees may recommend.

The nominees for Class III Trustees to serve until the 2005 Annual Meeting
are Norton H. Reamer, Lynn A. Stout and Jack L. Treynor. The Trustees serving
until the 2003 Annual Meeting are Jessica M. Bibliowicz and Donald R. Dwight.
The Trustees serving until the 2004 Annual Meeting are James B. Hawkes and
Samuel L. Hayes, III. The Trustees whose names are followed by (A) are also APS
Share Trustees.

The nominees and Trustees and their principal occupations for at least the
last five years are as follows. The Trustee whose name is followed by an
asterisk (*) is an "interested person" (as defined in the Investment Company Act
of 1940 (the "1940 Act")) by reason of his affiliations with Eaton Vance
Management ("EVM" or "Eaton Vance"), each Fund's investment adviser, and Eaton
Vance Corp. ("EVC"), a holding company which owns all of the outstanding stock
of Eaton Vance Business Trust ("EVBT"), which owns all the outstanding stock of
EVM; and of EVM's trustee, Eaton Vance, Inc. ("EV"), which is a wholly-owned
subsidiary of EVC. (EVM, EVC, EVBT and their affiliates are sometimes referred
to collectively as the "EVC organization".) The Trustee whose name is followed
by two asterisks (**) is an "interested person" because of her affiliation with
a brokerage firm.

Under the terms of each Fund's By-Laws, as amended (the "By-Laws"), the
holders of the APS are entitled as a class, to the exclusion of the holders of
the Common Shares, to elect one Trustee of each Fund at the Meetings. Norton H.
Reamer has been nominated for election by the holders of the APS of each Fund.
The By-Laws further provide for the election of the other nominees named below
by the holders of the Common Shares and the APS, voting as a single class.
Election of Trustees is non-cumulative.

TRUSTEES

Number of
Portfolios
Term of in Fund Other
Position(s) Office and Complex Directorships
Name, Address Held with Length ofd Principal Occupations Overseen Held by
and Age Fund Time Served During Past Five Years by Trustee Trustee
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(FOR TRUSTEES NOMINATED FOR ELECTION IN 2002:)

Norton H. Reamer (A) Trustee Until 2005; Chairman and Chief Operating Officer, 85 None
One International Place 3 years Hellman, Jordan Management Co., Inc. (an
Boston, MA 02110 investment management company) (since
Age: 66 November 2000). President, Unicorn
APS Share Nominee Corporation (an investment and financial
advisory services company) (since
September 2000). Previously, Chairman of
the Board and Chief Executive Officer,
United Asset Management Corporation (a
holding company owning institutional
investment management firms). Previously
he also served as Chairman, President and
Director, UAM Funds (mutual funds).

Lynn A. Stout Trustee Until 2005; Professor of Law, University of California 81 None
405 Hilgard Avenue 3 Years at Los Angeles, School of Law (since July
Los Angeles, CA 90095 2001). Formerly, Professor of Law,
Age: 44 Georgetown University Law Center.

Jack L. Treynor Trustee Until 2005; Investment Advisor and Consultant. 82 None
504 Via Almar 3 years
Palos Verdes Estates,
CA 90274
Age: 71

(OTHER CURRENT TRUSTEES:)

Jessica M. Bibliowicz** Trustee Until 2003; President and Chief Executive Officer of 80 None
787 Seventh Avenue 3 years National Financial Partners (a financial
New York, NY 10019 services company) (since April 1999).
Age: 42 Formerly President and Chief Operating
Officer of John A. Levin & Co. (a
registered investment advisor) (July
1997 to April 1999) and a Director of
Baker, Fentress & Company which owns
John A. Levin & Co. (July 1997 to April
1999). Prior thereto, Executive Vice
President of Smith Barney Mutual Funds.

Donald R. Dwight Trustee Until 2003; President of Dwight Partners, Inc. (a 85 Trustee/
16 Clover Mill Lane 3 years corporate relations and communications Director of the
Lyme, NH 03768 company). Royce Funds
Age: 70 (mutual funds).

Samuel L. Hayes, III (A) Trustee Until 2004; Jacob H. Schiff Professor of Investment 85 Director of
345 Nahatan Road 3 years Banking Emeritus, Harvard University Tiffany & Co
Westwood, MA 02090 Graduate School of Business Administration (specialty
Age: 66 retailer) and
Telect, Inc.
(telecommunication
services company).

James B. Hawkes* President Until 2004; Chairman, President and Chief Executive 85 None
255 State Street and Trustee 3 years Officer of EVM, EVC, EVBT and EV.
Boston, MA 02109
Age: 60

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

Aggregate Dollar Range of Equity
Securities in all
Dollar Range of Eaton Vance funds
Name of Trustee Fund Shares Held Overseen by Trustee
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Lynn A. Stout -0- $50,001 - $100,000*
Jack L. Treynor -0- $1 - $10,000
Donald R. Dwight -0- Over $100,000*
Samuel L. Hayes Over $100,000** Over $100,000*
Norton H. Reamer -0- Over $100,000
James B. Hawkes Over $100,000*** Over $100,000
Jessica M. Bibliowicz -0- $10,001 - $50,000

* Includes shares held in trustee deferred compensation plan.

** Reported figure includes 10,000 shares of the Massachusetts Fund held in
trust for the benefit of a family member not sharing the same household as
Mr. Hayes. Mr. Hayes' spouse serves as one of the trustees of said trust.

*** Shares held in the Municipal Fund.

During the fiscal year ended November 30, 2001, the Trustees of each Fund
met eight times, the Special Committee met four times, the Audit Committee met
twice and the Nominating Committee met once. Each Fund's Trustees listed above
attended at least 75% of such Board and committee meetings on which he or she
serves.

The Nominating Committee of the Board of Trustees of each Fund is comprised
of all the Trustees who are not "interested persons" as that term is defined
under the 1940 Act. Messrs. Treynor (Chairman), Dwight, Hayes, Reamer and Ms.
Stout are currently serving on the Committee. The purpose of the Committee is to
recommend to the Board nominees for the position of noninterested trustee and to
assure that at least a majority of the Board of Trustees is independent of Eaton
Vance and its affiliates. The Board will, when a vacancy exists or is
anticipated, consider any nominee for Trustee recommended by a shareholder if
such recommendation is submitted to the Board in writing and contains sufficient
background information concerning the individual to enable a proper judgment to
be made as to such individual's qualifications.

Messrs. Hayes (Chairman), Dwight, Reamer and Ms. Stout are members of the
Special Committee of the Board of Trustees of each Fund. The purpose of the
Special Committee is to consider, evaluate and make recommendations to the full
Board concerning (i) all contractual arrangements with service providers to a
Fund, including investment advisory, administrative, transfer agency, custodial
and fund accounting and distribution services (if any), and (ii) all other
matters in which Eaton Vance or its affiliates has any actual or potential
conflict of interest with a Fund or its shareholders.

Messrs. Treynor (Chairman), Dwight and Reamer are members of the Audit
Committee of the Board of Trustees of each Fund. Each member is independent of
the Fund, as defined by the New York Stock Exchange and American Stock Exchange
Listing Standards. The Audit Committee's functions include making
recommendations to the Board regarding the selection of the independent
certified public accountants, and reviewing matters relative to trading and
brokerage policies and practices, accounting and auditing practices and
procedures, accounting records, internal accounting controls, and the functions
performed by the custodian, transfer agent and dividend disbursing agent of each
Fund. Each Fund's Board of Trustees has adopted a written charter for its Audit
Committee. A copy of the Audit Committee's charter was included as an appendix
to the Funds' proxy statement used in connection with the Funds' Annual Meeting
of Shareholders held on March 23, 2001. Set forth below under "Additional
Information" is the Audit Committee's Report for each Fund.

REMUNERATION OF TRUSTEES

The fees and expenses of those Trustees of each Fund who are not members of
the Eaton Vance organization will be paid by the Funds. For the fiscal year
ended November 30, 2001, the noninterested Trustees of the Funds earned the
following compensation in their capacities as Trustees of the Funds, and for the
year ended December 31, 2001 earned the following compensation in their
capacities as Trustees of the registered investment companies in the Eaton Vance
fund complex(1):

Jessica M. Donald R. Samuel L. Norton H. Lynn A. Jack L.
Bibliowicz Dwight Hayes, III Reamer Stout Treynor
---------- --------- ---------- --------- ------- -------
California Fund $ 1,385 $ 1,640 $ 1,663 $ 1,610 $ 1,672 $ 1,643
Florida Fund 1,034 1,358 1,360 1,330 1,355 1,311
Massachusetts Fund 390 316 340 313 357 374
Michigan Fund 390 316 340 313 357 374
Municipal Fund 2,477 2,524 2,615 2,486 2,671 2,692
New Jersey Fund 1,034 1,358 1,360 1,330 1,355 1,311
New York Fund 1,034 1,358 1,360 1,330 1,355 1,311
Ohio Fund 390 316 340 313 357 374
Pennsylvania Fund 390 316 340 313 357 374
Total Compensation
from Fund Complex 160,000 162,500(2) 170,000 160,000 160,000(3) 170,000

(1) As of December 1, 2001, the Eaton Vance fund complex consisted of 85
registered investment companies or series thereof.
(2) Includes $60,000 of deferred compensation.
(3) Includes $16,000 of deferred compensation.

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

Trustees shall be elected by the affirmative vote of a majority of a Fund's
applicable shares voting at the Annual Meeting.

THE BOARD OF TRUSTEES OF EACH FUND RECOMMENDS THAT SHAREHOLDERS VOTE FOR
THE ELECTION OF THE THREE NOMINEES TO THEIR FUND'S CLASS III TRUSTEES.

NOTICE TO BANKS AND BROKER/DEALERS

Each Fund has previously solicited all Nominee and Broker/Dealer accounts
as to the number of additional proxy statements required to supply owners of
shares. Should additional proxy material be required for beneficial owners,
please forward such requests to PFPC, Inc., Attention: Mr. Joseph P. Lundbohm,
P.O. Box 8030, Boston, MA 02266.

ADDITIONAL INFORMATION

AUDIT COMMITTEE REPORT. Each Fund's Audit Committee reviewed and discussed the
audited financial statements with Fund management. Each Fund's Audit Committee
also discussed with the independent auditors the matters required to be
discussed by SAS 61 (Codification of Statements on Auditing Standards). Each
Audit Committee received the written disclosures and the letter from the
independent accountants required by Independence Standards Board Standard No. 1
(Independence Standards Board Standard No. 1, Independence Discussions with
Audit Committees), and discussed with the independent accountants their
independence.

Based on the review and discussions referred to above, each Audit Committee
recommended to the Board of Trustees that the audited financial statements be
included in the Fund's annual report to shareholders for the fiscal year ended
November 30, 2001 for filing with the Securities and Exchange Commission.

Jack L. Treynor, Chairman
Donald R. Dwight
Norton H. Reamer

AUDITORS, AUDIT FEES AND ALL OTHER FEES. Deloitte & Touche LLP ("Deloitte"), 200
Berkeley Street, Boston, Massachusetts 02116, serves as independent certified
public accountants of each Fund. Deloitte is expected to be represented at the
Annual Meeting, but if not, a representative will be available by telephone
should the need for consultation arise. For the most recent fiscal year, the
Funds paid an aggregate of $346,120 in professional fees (ranging from $33,035
to $58,549 per Fund), including audit fees, to their auditors, Deloitte.
Deloitte also provides services to numerous other investment companies sponsored
by Eaton Vance and serves as EVC's auditors. Total fees paid to Deloitte by EVC
(and its affiliates) for EVC's fiscal year ended October 31, 2001 were
$1,162,903. The Audit Committee and Board of Trustees of each Fund are aware
that Deloitte provides services to the Eaton Vance organization.

OFFICERS OF THE FUND. The officers of the Funds, with their ages indicated in
parenthesis, are as follows (unless otherwise indicated, each of the Fund
officers listed holds the same office with each Fund): Thomas J. Fetter (58),
President of each Fund and Portfolio Manager of the New York Fund and the Ohio
Fund, and Vice President of Eaton Vance; James B. Hawkes (60), Vice President;
William H. Ahern (42), Vice President and Portfolio Manager of the Michigan
Fund, and Vice President of Eaton Vance; Cynthia J. Clemson (38), Vice President
and Portfolio Manager of the California Fund, the Florida Fund and the
Pennsylvania Fund, and Vice President of Eaton Vance; Robert B. MacIntosh (45),
Vice President of each Fund and Portfolio Manager of the Massachusetts Fund and
the New Jersey Fund, and Vice President of Eaton Vance; Thomas M. Metzold, (43),

Vice President and Portfolio Manager of the Municipal Fund, and Vice President
of Eaton Vance; Alan R. Dynner (61), Secretary, and Vice President and Secretary
of Eaton Vance; James L. O'Connor (56), Treasurer, and Vice President of Eaton
Vance; Kristin S. Anagnost (36), Assistant Treasurer of the California Fund, the
Florida Fund, the Massachusetts Fund, the New Jersey Fund and the Ohio Fund, and
Assistant Vice President of Eaton Vance; William J. Austin, Jr. (50), Assistant
Treasurer of the Michigan Fund and the Pennsylvania Fund, and Assistant Vice
President of Eaton Vance; Barbara E. Campbell (44), Assistant Treasurer, and
Vice President of Eaton Vance; Janet E. Sanders (66), Assistant Treasurer and
Assistant Secretary, and Vice President of Eaton Vance; and A. John Murphy (39),
Assistant Secretary, and Vice President of Eaton Vance. All of the officers of
the Funds have been employed by Eaton Vance or their predecessors for more than
five years except Ms. Anagnost who was a manager at Chase Global Funds Services
Company prior to January 12, 1998. Because of their positions with Eaton Vance
and their ownership of Eaton Vance Corp. stock, the officers of each Fund will
benefit from the advisory and administration fees paid by a Fund to Eaton Vance.

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

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Samuel L. Hayes, III,
Trustee, did not file one report required to be filed under Section 16(a) of the
Securities Exchange Act of 1934 regarding the purchase of shares of the
Massachusetts Fund.

PROXY SOLICITATION AND TABULATION. The expense of preparing, printing and
mailing this Proxy Statement and enclosures and the costs of soliciting proxies
on behalf of the Board of Trustees of each Fund will be borne ratably by the
Funds. Proxies will be solicited by mail and may be solicited in person or by
telephone, telegraph or facsimile by officers of a Fund, by personnel of its
administrator, Eaton Vance, by the transfer agent, PFPC, Inc., or by
broker-dealer firms. The expenses connected with the solicitation of these
proxies and with any further proxies which may be solicited by a Fund's
officers, by Eaton Vance personnel, by the transfer agent, PFPC, Inc., or by
broker-dealer firms, in person, or by telephone, by telegraph or by facsimile
will be borne by that Fund. A written proxy may be delivered to a Fund or its
transfer agent prior to the meeting by facsimile machine, graphic communication
equipment or similar electronic transmission. A Fund will reimburse banks,
broker-dealer firms, and other persons holding that Fund's shares registered in
their names or in the names of their nominees, for their expenses incurred in
sending proxy material to and obtaining proxies from the beneficial owners of
such shares. Total estimated costs per Fund are $18,000 for the Municipal Fund
and $6,500 for each other Fund.

All proxy cards solicited by the Board of Trustees that are properly
executed and received by the Secretary prior to the meeting, and which are not
revoked, will be voted at the meeting. Shares represented by such proxies will
be voted in accordance with the instructions thereon. If no specification is
made on the proxy card with respect to Proposals 1 and 2, it will be voted for
the matters specified on the proxy card. For purposes of determining the
presence or absence of a quorum and for determining whether sufficient votes
have been received for approval of any matter to be acted upon at the meeting,
abstentions and broker non-votes (i.e., proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner or other person entitled to vote shares on a particular matter with
respect to which the brokers or nominees do not have discretionary power) will
be treated as shares that are present at the meeting but which have not been
voted. Accordingly, abstentions and broker non-votes will assist the Fund in
obtaining a quorum but will have no effect on the outcome of Proposal 1.

In the event that sufficient votes by the shareholders of the Fund in favor
of any Proposal set forth in the Notice of this meeting are not received by
March 22, 2002, the persons named as attorneys in the enclosed proxy may propose
one or more adjournments of the meeting to permit further solicitation of
proxies. A shareholder vote may be taken on one or more of the Proposals in this
Proxy Statement prior to such adjournment if sufficient votes have been received
and it is otherwise appropriate. Any such adjournment will require the
affirmative vote of the holders of a majority of the shares of that Fund present
in person or by proxy at the session of the meeting to be adjourned. The persons
named as attorneys in the enclosed proxy will vote in favor of such adjournment
those proxies which they are entitled to vote in favor of the Proposal for which
further solicitation of proxies is to be made. They will vote against any such
adjournment those proxies required to be voted against such Proposal. The costs
of any such additional solicitation and of any adjourned session will be borne
by the relevant Fund.

A copy of a Fund's Annual or Semi-Annual Report will be furnished without
charge to any shareholder upon request. Shareholders desiring to obtain a copy
of such report should write to the Fund c/o PFPC, Inc., Attn: Mr. Joseph P.
Lundbohm, P.O. Box 8030, Boston, MA 02266, or call 1-800-331-1710.

SHAREHOLDER PROPOSALS

Any proposals of shareholders that are intended to be presented at a Fund's
2003 Annual Meeting of Shareholders must be received at the Fund's principal
office no later than October 1, 2002 and must comply with all legal requirements
in order to be included in the Fund's proxy statement and form of proxy for that
meeting.

January 31, 2002

PROXY

EATON VANCE MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 22, 2002
Proxy Solicited on Behalf of the Board of Trustees

HOLDERS OF COMMON SHARES

The undersigned holder of Common Shares of Eaton Vance Municipal Income
Trust, a Massachusetts business trust (the "Fund"), hereby appoints JAMES B.
HAWKES, ALAN R. DYNNER and THOMAS J. FETTER, and each of them, with full power
of substitution and revocation, as proxies to represent the undersigned at the
Annual Meeting of Shareholders of the Fund to be held at the principal office of
the Fund, The Eaton Vance Building, 255 State Street, Boston, Massachusetts
02109, on Friday, March 22, 2002 at 1:30 P.M., and at any and all adjournments
thereof, and to vote all Common Shares of the Fund which the undersigned would
be entitled to vote, with all powers the undersigned would possess if personally
present, in accordance with the instructions on this proxy.

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

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SIDE SEE REVERSE SIDE

Please mark
[ X ] votes as in
this example.

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

1. To elect two Trustees of the Fund as follows:
Nominees: (01) Lynn A. Stout and
(02) Jack L. Treynor

FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES

[ ] -------------------------------------
(Instructions: To withhold authority to vote for any
nominee, write those nominees' names above:)

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]

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

Signature:_____________ Date:_________ Signature:_____________ Date:_________

PROXY

EATON VANCE CALIFORNIA MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 22, 2002
Proxy Solicited on Behalf of the Board of Trustees

HOLDERS OF COMMON SHARES

The undersigned holder of Common Shares of Eaton Vance California Municipal
Income Trust, a Massachusetts business trust (the "Fund"), hereby appoints JAMES
B. HAWKES, ALAN R. DYNNER and THOMAS J. FETTER, and each of them, with full
power of substitution and revocation, as proxies to represent the undersigned at
the Annual Meeting of Shareholders of the Fund to be held at the principal
office of the Fund, The Eaton Vance Building, 255 State Street, Boston,
Massachusetts 02109, on Friday, March 22, 2002 at 1:30 P.M., and at any and all
adjournments thereof, and to vote all Common Shares of the Fund which the
undersigned would be entitled to vote, with all powers the undersigned would
possess if personally present, in accordance with the instructions on this
proxy.

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

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SIDE SEE REVERSE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect two Trustees of the Fund as follows:
Nominees: (01) Lynn A. Stout and
(02) Jack L. Treynor

FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES

[ ] -------------------------------------
(Instructions: To withhold authority to vote for any
nominee, write those nominees' names above:)

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]

Signature:_____________ Date:_________ Signature:_____________ Date:_________

PROXY

EATON VANCE FLORIDA MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 22, 2002
Proxy Solicited on Behalf of the Board of Trustees

HOLDERS OF COMMON SHARES

The undersigned holder of Common Shares of Eaton Vance Florida Municipal
Income Trust, a Massachusetts business trust (the "Fund"), hereby appoints JAMES
B. HAWKES, ALAN R. DYNNER and THOMAS J. FETTER, and each of them, with full
power of substitution and revocation, as proxies to represent the undersigned at
the Annual Meeting of Shareholders of the Fund to be held at the principal
office of the Fund, The Eaton Vance Building, 255 State Street, Boston,
Massachusetts 02109, on Friday, March 22, 2002 at 1:30 P.M., and at any and all
adjournments thereof, and to vote all Common Shares of the Fund which the
undersigned would be entitled to vote, with all powers the undersigned would
possess if personally present, in accordance with the instructions on this
proxy.

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

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SIDE SEE REVERSE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect two Trustees of the Fund as follows:
Nominees: (01) Lynn A. Stout and
(02) Jack L. Treynor

FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES

[ ] -------------------------------------
(Instructions: To withhold authority to vote for any
nominee, write those nominees' names above:)

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]

Signature:_____________ Date:_________ Signature:_____________ Date:_________

PROXY

EATON VANCE MASSACHUSETTS MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 22, 2002
Proxy Solicited on Behalf of the Board of Trustees

HOLDERS OF COMMON SHARES

The undersigned holder of Common Shares of Eaton Vance Massachusetts
Municipal Income Trust, a Massachusetts business trust (the "Fund"), hereby
appoints JAMES B. HAWKES, ALAN R. DYNNER and THOMAS J. FETTER, and each of them,
with full power of substitution and revocation, as proxies to represent the
undersigned at the Annual Meeting of Shareholders of the Fund to be held at the
principal office of the Fund, The Eaton Vance Building, 255 State Street,
Boston, Massachusetts 02109, on Friday, March 22, 2002 at 1:30 P.M., and at any
and all adjournments thereof, and to vote all Common Shares of the Fund which
the undersigned would be entitled to vote, with all powers the undersigned would
possess if personally present, in accordance with the instructions on this
proxy.

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

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SIDE SEE REVERSE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect two Trustees of the Fund as follows:
Nominees: (01) Lynn A. Stout and
(02) Jack L. Treynor

FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES

[ ] -------------------------------------
(Instructions: To withhold authority to vote for any
nominee, write those nominees' names above:)

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]

Signature:_____________ Date:_________ Signature:_____________ Date:_________

PROXY

EATON VANCE MICHIGAN MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 22, 2002
Proxy Solicited on Behalf of the Board of Trustees

HOLDERS OF COMMON SHARES

The undersigned holder of Common Shares of Eaton Vance Michigan Municipal
Income Trust, a Massachusetts business trust (the "Fund"), hereby appoints JAMES
B. HAWKES, ALAN R. DYNNER and THOMAS J. FETTER, and each of them, with full
power of substitution and revocation, as proxies to represent the undersigned at
the Annual Meeting of Shareholders of the Fund to be held at the principal
office of the Fund, The Eaton Vance Building, 255 State Street, Boston,
Massachusetts 02109, on Friday, March 22, 2002 at 1:30 P.M., and at any and all
adjournments thereof, and to vote all Common Shares of the Fund which the
undersigned would be entitled to vote, with all powers the undersigned would
possess if personally present, in accordance with the instructions on this
proxy.

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

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SIDE SEE REVERSE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect two Trustees of the Fund as follows:
Nominees: (01) Lynn A. Stout and
(02) Jack L. Treynor

FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES

[ ] -------------------------------------
(Instructions: To withhold authority to vote for any
nominee, write those nominees' names above:)

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]

Signature:_____________ Date:_________ Signature:_____________ Date:_________

PROXY

EATON VANCE NEW JERSEY MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 22, 2002
Proxy Solicited on Behalf of the Board of Trustees

HOLDERS OF COMMON SHARES

The undersigned holder of Common Shares of Eaton Vance New Jersey Municipal
Income Trust, a Massachusetts business trust (the "Fund"), hereby appoints JAMES
B. HAWKES, ALAN R. DYNNER and THOMAS J. FETTER, and each of them, with full
power of substitution and revocation, as proxies to represent the undersigned at
the Annual Meeting of Shareholders of the Fund to be held at the principal
office of the Fund, The Eaton Vance Building, 255 State Street, Boston,
Massachusetts 02109, on Friday, March 22, 2002 at 1:30 P.M., and at any and all
adjournments thereof, and to vote all Common Shares of the Fund which the
undersigned would be entitled to vote, with all powers the undersigned would
possess if personally present, in accordance with the instructions on this
proxy.

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

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SIDE SEE REVERSE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect two Trustees of the Fund as follows:
Nominees: (01) Lynn A. Stout and
(02) Jack L. Treynor

FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES

[ ] -------------------------------------
(Instructions: To withhold authority to vote for any
nominee, write those nominees' names above:)

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]

Signature:_____________ Date:_________ Signature:_____________ Date:_________

PROXY

EATON VANCE NEW YORK MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 22, 2002
Proxy Solicited on Behalf of the Board of Trustees

HOLDERS OF COMMON SHARES

The undersigned holder of Common Shares of Eaton Vance New York Municipal
Income Trust, a Massachusetts business trust (the "Fund"), hereby appoints JAMES
B. HAWKES, ALAN R. DYNNER and THOMAS J. FETTER, and each of them, with full
power of substitution and revocation, as proxies to represent the undersigned at
the Annual Meeting of Shareholders of the Fund to be held at the principal
office of the Fund, The Eaton Vance Building, 255 State Street, Boston,
Massachusetts 02109, on Friday, March 22, 2002 at 1:30 P.M., and at any and all
adjournments thereof, and to vote all Common Shares of the Fund which the
undersigned would be entitled to vote, with all powers the undersigned would
possess if personally present, in accordance with the instructions on this
proxy.

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

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SIDE SEE REVERSE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect two Trustees of the Fund as follows:
Nominees: (01) Lynn A. Stout and
(02) Jack L. Treynor

FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES

[ ] -------------------------------------
(Instructions: To withhold authority to vote for any
nominee, write those nominees' names above:)

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]

Signature:_____________ Date:_________ Signature:_____________ Date:_________

PROXY

EATON VANCE OHIO MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 22, 2002
Proxy Solicited on Behalf of the Board of Trustees

HOLDERS OF COMMON SHARES

The undersigned holder of Common Shares of Eaton Vance Ohio Municipal
Income Trust, a Massachusetts business trust (the "Fund"), hereby appoints JAMES
B. HAWKES, ALAN R. DYNNER and THOMAS J. FETTER, and each of them, with full
power of substitution and revocation, as proxies to represent the undersigned at
the Annual Meeting of Shareholders of the Fund to be held at the principal
office of the Fund, The Eaton Vance Building, 255 State Street, Boston,
Massachusetts 02109, on Friday, March 22, 2002 at 1:30 P.M., and at any and all
adjournments thereof, and to vote all Common Shares of the Fund which the
undersigned would be entitled to vote, with all powers the undersigned would
possess if personally present, in accordance with the instructions on this
proxy.

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

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SIDE SEE REVERSE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect two Trustees of the Fund as follows:
Nominees: (01) Lynn A. Stout and
(02) Jack L. Treynor

FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES

[ ] -------------------------------------
(Instructions: To withhold authority to vote for any
nominee, write those nominees' names above:)

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]

Signature:_____________ Date:_________ Signature:_____________ Date:_________

PROXY

EATON VANCE PENNSYLVANIA MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 22, 2002
Proxy Solicited on Behalf of the Board of Trustees

HOLDERS OF COMMON SHARES

The undersigned holder of Common Shares of Eaton Vance Pennsylvania
Municipal Income Trust, a Massachusetts business trust (the "Fund"), hereby
appoints JAMES B. HAWKES, ALAN R. DYNNER and THOMAS J. FETTER, and each of them,
with full power of substitution and revocation, as proxies to represent the
undersigned at the Annual Meeting of Shareholders of the Fund to be held at the
principal office of the Fund, The Eaton Vance Building, 255 State Street,
Boston, Massachusetts 02109, on Friday, March 22, 2002 at 1:30 P.M., and at any
and all adjournments thereof, and to vote all Common Shares of the Fund which
the undersigned would be entitled to vote, with all powers the undersigned would
possess if personally present, in accordance with the instructions on this
proxy.

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

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SIDE SEE REVERSE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect two Trustees of the Fund as follows:
Nominees: (01) Lynn A. Stout and
(02) Jack L. Treynor

FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES

[ ] -------------------------------------
(Instructions: To withhold authority to vote for any
nominee, write those nominees' names above:)

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]

Signature:_____________ Date:_________ Signature:_____________ Date:_________

PROXY

EATON VANCE MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 22, 2002
Proxy Solicited on Behalf of the Board of Trustees

HOLDERS OF AUCTION PREFERRED SHARES

The undersigned holder of Auction Preferred Shares of Eaton Vance Municipal
Income Trust, a Massachusetts business trust (the "Fund"), hereby appoints JAMES
B. HAWKES, ALAN R. DYNNER and THOMAS J. FETTER, and each of them, with full
power of substitution and revocation, as proxies to represent the undersigned at
the Annual Meeting of Shareholders of the Fund to be held at the principal
office of the Fund, The Eaton Vance Building, 255 State Street, Boston,
Massachusetts 02109, on Friday, March 22, 2002 at 1:30 P.M., and at any and all
adjournments thereof, and to vote all Auction Preferred Shares of the Fund which
the undersigned would be entitled to vote, with all powers the undersigned would
possess if personally present, in accordance with the instructions on this
proxy.

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

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SIDE SEE REVERSE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect three Trustees of the Fund as follows:

(a) Election of one Trustee to
represent Auction Preferred Shares.
Nominee: Norton H. Reamer

FOR WITHHELD
NOMINEE [ ] [ ] FROM
NOMINEE

(b) Election of two Trustees
to represent all shareholders.
Nominees: (01) Lynn A. Stout and
(02) Jack L. Treynor

FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES

[ ] ---------------------------------------
(Instructions: To withhold authority to vote for any
nominee, write those nominees' names above:)

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]

Signature:_____________ Date:_________ Signature:_____________ Date:_________

PROXY

EATON VANCE CALIFORNIA MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 22, 2002
Proxy Solicited on Behalf of the Board of Trustees

HOLDERS OF AUCTION PREFERRED SHARES

The undersigned holder of Auction Preferred Shares of Eaton Vance
California Municipal Income Trust, a Massachusetts business trust (the "Fund"),
hereby appoints JAMES B. HAWKES, ALAN R. DYNNER and THOMAS J. FETTER, and each
of them, with full power of substitution and revocation, as proxies to represent
the undersigned at the Annual Meeting of Shareholders of the Fund to be held at
the principal office of the Fund, The Eaton Vance Building, 255 State Street,
Boston, Massachusetts 02109, on Friday, March 22, 2002 at 1:30 P.M., and at any
and all adjournments thereof, and to vote all Auction Preferred Shares of the
Fund which the undersigned would be entitled to vote, with all powers the
undersigned would possess if personally present, in accordance with the
instructions on this proxy.

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

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SIDE SEE REVERSE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect three Trustees of the Fund as follows:

(a) Election of one Trustee to
represent Auction Preferred Shares.
Nominee: Norton H. Reamer

FOR WITHHELD
NOMINEE [ ] [ ] FROM
NOMINEE

(b) Election of two Trustees
to represent all shareholders.
Nominees: (01) Lynn A. Stout and
(02) Jack L. Treynor

FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES

[ ] ---------------------------------------
(Instructions: To withhold authority to vote for any
nominee, write those nominees' names above:)

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]

Signature:_____________ Date:_________ Signature:_____________ Date:_________

PROXY

EATON VANCE FLORIDA MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 22, 2002
Proxy Solicited on Behalf of the Board of Trustees

HOLDERS OF AUCTION PREFERRED SHARES

The undersigned holder of Auction Preferred Shares of Eaton Vance Florida
Municipal Income Trust, a Massachusetts business trust (the "Fund"), hereby
appoints JAMES B. HAWKES, ALAN R. DYNNER and THOMAS J. FETTER, and each of them,
with full power of substitution and revocation, as proxies to represent the
undersigned at the Annual Meeting of Shareholders of the Fund to be held at the
principal office of the Fund, The Eaton Vance Building, 255 State Street,
Boston, Massachusetts 02109, on Friday, March 22, 2002 at 1:30 P.M., and at any
and all adjournments thereof, and to vote all Auction Preferred Shares of the
Fund which the undersigned would be entitled to vote, with all powers the
undersigned would possess if personally present, in accordance with the
instructions on this proxy.

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

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SIDE SEE REVERSE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect three Trustees of the Fund as follows:

(a) Election of one Trustee to
represent Auction Preferred Shares.
Nominee: Norton H. Reamer

FOR WITHHELD
NOMINEE [ ] [ ] FROM
NOMINEE

(b) Election of two Trustees
to represent all shareholders.
Nominees: (01) Lynn A. Stout and
(02) Jack L. Treynor

FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES

[ ] ---------------------------------------
(Instructions: To withhold authority to vote for any
nominee, write those nominees' names above:)

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]

Signature:_____________ Date:_________ Signature:_____________ Date:_________

PROXY

EATON VANCE MASSACHUSETTS MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 22, 2002
Proxy Solicited on Behalf of the Board of Trustees

HOLDERS OF AUCTION PREFERRED SHARES

The undersigned holder of Auction Preferred Shares of Eaton Vance
Massachusetts Municipal Income Trust, a Massachusetts business trust (the
"Fund"), hereby appoints JAMES B. HAWKES, ALAN R. DYNNER and THOMAS J. FETTER,
and each of them, with full power of substitution and revocation, as proxies to
represent the undersigned at the Annual Meeting of Shareholders of the Fund to
be held at the principal office of the Fund, The Eaton Vance Building, 255 State
Street, Boston, Massachusetts 02109, on Friday, March 22, 2002 at 1:30 P.M., and
at any and all adjournments thereof, and to vote all Auction Preferred Shares of
the Fund which the undersigned would be entitled to vote, with all powers the
undersigned would possess if personally present, in accordance with the
instructions on this proxy.

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

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SIDE SEE REVERSE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect three Trustees of the Fund as follows:

(a) Election of one Trustee to
represent Auction Preferred Shares.
Nominee: Norton H. Reamer

FOR WITHHELD
NOMINEE [ ] [ ] FROM
NOMINEE

(b) Election of two Trustees
to represent all shareholders.
Nominees: (01) Lynn A. Stout and
(02) Jack L. Treynor

FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES

[ ] ---------------------------------------
(Instructions: To withhold authority to vote for any
nominee, write those nominees' names above:)

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]

Signature:_____________ Date:_________ Signature:_____________ Date:_________

PROXY

EATON VANCE MICHIGAN MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 22, 2002
Proxy Solicited on Behalf of the Board of Trustees

HOLDERS OF AUCTION PREFERRED SHARES

The undersigned holder of Auction Preferred Shares of Eaton Vance Michigan
Municipal Income Trust, a Massachusetts business trust (the "Fund"), hereby
appoints JAMES B. HAWKES, ALAN R. DYNNER and THOMAS J. FETTER, and each of them,
with full power of substitution and revocation, as proxies to represent the
undersigned at the Annual Meeting of Shareholders of the Fund to be held at the
principal office of the Fund, The Eaton Vance Building, 255 State Street,
Boston, Massachusetts 02109, on Friday, March 22, 2002 at 1:30 P.M., and at any
and all adjournments thereof, and to vote all Auction Preferred Shares of the
Fund which the undersigned would be entitled to vote, with all powers the
undersigned would possess if personally present, in accordance with the
instructions on this proxy.

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

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SIDE SEE REVERSE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect three Trustees of the Fund as follows:

(a) Election of one Trustee to
represent Auction Preferred Shares.
Nominee: Norton H. Reamer

FOR WITHHELD
NOMINEE [ ] [ ] FROM
NOMINEE

(b) Election of two Trustees
to represent all shareholders.
Nominees: (01) Lynn A. Stout and
(02) Jack L. Treynor

FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES

[ ] ---------------------------------------
(Instructions: To withhold authority to vote for any
nominee, write those nominees' names above:)

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]

Signature:_____________ Date:_________ Signature:_____________ Date:_________

PROXY

EATON VANCE NEW JERSEY MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 22, 2002
Proxy Solicited on Behalf of the Board of Trustees

HOLDERS OF AUCTION PREFERRED SHARES

The undersigned holder of Auction Preferred Shares of Eaton Vance New
Jersey Municipal Income Trust, a Massachusetts business trust (the "Fund"),
hereby appoints JAMES B. HAWKES, ALAN R. DYNNER and THOMAS J. FETTER, and each
of them, with full power of substitution and revocation, as proxies to represent
the undersigned at the Annual Meeting of Shareholders of the Fund to be held at
the principal office of the Fund, The Eaton Vance Building, 255 State Street,
Boston, Massachusetts 02109, on Friday, March 22, 2002 at 1:30 P.M., and at any
and all adjournments thereof, and to vote all Auction Preferred Shares of the
Fund which the undersigned would be entitled to vote, with all powers the
undersigned would possess if personally present, in accordance with the
instructions on this proxy.

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

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SIDE SEE REVERSE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect three Trustees of the Fund as follows:

(a) Election of one Trustee to
represent Auction Preferred Shares.
Nominee: Norton H. Reamer

FOR WITHHELD
NOMINEE [ ] [ ] FROM
NOMINEE

(b) Election of two Trustees
to represent all shareholders.
Nominees: (01) Lynn A. Stout and
(02) Jack L. Treynor

FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES

[ ] ---------------------------------------
(Instructions: To withhold authority to vote for any
nominee, write those nominees' names above:)

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]

Signature:_____________ Date:_________ Signature:_____________ Date:_________

PROXY

EATON VANCE NEW YORK MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 22, 2002
Proxy Solicited on Behalf of the Board of Trustees

HOLDERS OF AUCTION PREFERRED SHARES

The undersigned holder of Auction Preferred Shares of Eaton Vance New York
Municipal Income Trust, a Massachusetts business trust (the "Fund"), hereby
appoints JAMES B. HAWKES, ALAN R. DYNNER and THOMAS J. FETTER, and each of them,
with full power of substitution and revocation, as proxies to represent the
undersigned at the Annual Meeting of Shareholders of the Fund to be held at the
principal office of the Fund, The Eaton Vance Building, 255 State Street,
Boston, Massachusetts 02109, on Friday, March 22, 2002 at 1:30 P.M., and at any
and all adjournments thereof, and to vote all Auction Preferred Shares of the
Fund which the undersigned would be entitled to vote, with all powers the
undersigned would possess if personally present, in accordance with the
instructions on this proxy.

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

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SIDE SEE REVERSE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect three Trustees of the Fund as follows:

(a) Election of one Trustee to
represent Auction Preferred Shares.
Nominee: Norton H. Reamer

FOR WITHHELD
NOMINEE [ ] [ ] FROM
NOMINEE

(b) Election of two Trustees
to represent all shareholders.
Nominees: (01) Lynn A. Stout and
(02) Jack L. Treynor

FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES

[ ] ---------------------------------------
(Instructions: To withhold authority to vote for any
nominee, write those nominees' names above:)

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]

Signature:_____________ Date:_________ Signature:_____________ Date:_________

PROXY

EATON VANCE OHIO MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 22, 2002
Proxy Solicited on Behalf of the Board of Trustees

HOLDERS OF AUCTION PREFERRED SHARES

The undersigned holder of Auction Preferred Shares of Eaton Vance Ohio
Municipal Income Trust, a Massachusetts business trust (the "Fund"), hereby
appoints JAMES B. HAWKES, ALAN R. DYNNER and THOMAS J. FETTER, and each of them,
with full power of substitution and revocation, as proxies to represent the
undersigned at the Annual Meeting of Shareholders of the Fund to be held at the
principal office of the Fund, The Eaton Vance Building, 255 State Street,
Boston, Massachusetts 02109, on Friday, March 22, 2002 at 1:30 P.M., and at any
and all adjournments thereof, and to vote all Auction Preferred Shares of the
Fund which the undersigned would be entitled to vote, with all powers the
undersigned would possess if personally present, in accordance with the
instructions on this proxy.

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

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SIDE SEE REVERSE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect three Trustees of the Fund as follows:

(a) Election of one Trustee to
represent Auction Preferred Shares.
Nominee: Norton H. Reamer

FOR WITHHELD
NOMINEE [ ] [ ] FROM
NOMINEE

(b) Election of two Trustees
to represent all shareholders.
Nominees: (01) Lynn A. Stout and
(02) Jack L. Treynor

FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES

[ ] ---------------------------------------
(Instructions: To withhold authority to vote for any
nominee, write those nominees' names above:)

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]

Signature:_____________ Date:_________ Signature:_____________ Date:_________

PROXY

EATON VANCE PENNSYLVANIA MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 22, 2002
Proxy Solicited on Behalf of the Board of Trustees

HOLDERS OF AUCTION PREFERRED SHARES

The undersigned holder of Auction Preferred Shares of Eaton Vance
Pennsylvania Municipal Income Trust, a Massachusetts business trust (the
"Fund"), hereby appoints JAMES B. HAWKES, ALAN R. DYNNER and THOMAS J. FETTER,
and each of them, with full power of substitution and revocation, as proxies to
represent the undersigned at the Annual Meeting of Shareholders of the Fund to
be held at the principal office of the Fund, The Eaton Vance Building, 255 State
Street, Boston, Massachusetts 02109, on Friday, March 22, 2002 at 1:30 P.M., and
at any and all adjournments thereof, and to vote all Auction Preferred Shares of
the Fund which the undersigned would be entitled to vote, with all powers the
undersigned would possess if personally present, in accordance with the
instructions on this proxy.

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

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SIDE SEE REVERSE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect three Trustees of the Fund as follows:

(a) Election of one Trustee to
represent Auction Preferred Shares.
Nominee: Norton H. Reamer

FOR WITHHELD
NOMINEE [ ] [ ] FROM
NOMINEE

(b) Election of two Trustees
to represent all shareholders.
Nominees: (01) Lynn A. Stout and
(02) Jack L. Treynor

FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES

[ ] ---------------------------------------
(Instructions: To withhold authority to vote for any
nominee, write those nominees' names above:)

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]

Signature:_____________ Date:_________ Signature:_____________ Date:_________