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

The Eaton Vance Building
255 State Street
Boston, Massachusetts 02109

January 27, 2004

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of
your Fund, which will be held at The Eaton Vance Building, 255 State Street,
Boston, Massachusetts 02109, on Friday, March 19, 2004 at 1:30 P.M. (Boston
time).

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

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

Sincerely,

/s/ Thomas J. Fetter

Thomas J. Fetter
President

YOUR VOTE IS IMPORTANT - PLEASE RETURN YOUR PROXY CARD PROMPTLY

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held Friday, March 19, 2004

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 19,
2004 at 1:30 P.M. (Boston time), for the following purposes:

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

2. To consider and act upon any other matters that 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, 2004 as the record date for the determination of the shareholders of
a Fund entitled to notice of and to vote at the meeting and any adjournments
thereof.

By Order of each Board of Trustees

/s/ Alan R. Dynner

Alan R. Dynner
Secretary

January 27, 2004
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 19, 2004 for the benefit of
shareholders who do not expect to be present at the meeting. This proxy is
solicited on behalf of the Board of Trustees of each Fund and is revocable by
the person giving it prior to exercise by a signed writing filed with the Funds'
Secretary or by executing and delivering a later dated proxy or by attending the
meeting and voting the shares in person. Each proxy will be voted in accordance
with its instructions; if no instruction is given, an executed proxy will
authorize the persons named as attorneys, or any of them, to vote in favor of
the election of each Trustee. This proxy material is being mailed to
shareholders on or about January 27, 2004.

The Board of Trustees of each Fund has fixed January 14, 2004 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,
2004 were as follows:

No. of Common No. of APS
Shares Outstanding Shares Outstanding
Fund January 14, 2004 on January 14, 2004
---- ---------------- -------------------
California Fund 7,177,287 2,360
Florida Fund 4,243,709 1,420
Massachusetts Fund 2,670,291 860
Michigan Fund 2,098,455 700
Municipal Fund 16,808,033 5,240
New Jersey Fund 4,577,968 1,520
New York Fund 5,360,320 1,780
Ohio Fund 2,809,308 940
Pennsylvania Fund 2,676,443 900

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

As of January 14, 2004, to each Fund's knowledge, (i) no shareholder
beneficially owned more than 5% of the outstanding shares of a Fund; and (ii)
the Trustees and officers of each Fund, individually and as a group, owned
beneficially less than 1% of the outstanding shares of each Fund.

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

PROPOSAL 1. ELECTION OF TRUSTEES

Each 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. Each Fund's Declaration of Trust further provides that the Board of
Trustees shall be divided into three classes. The term of office of the Class II
Trustees expires on the date of the 2004 Annual Meeting, and the term of office
of the Class III and Class I Trustees will expire one and two years thereafter,
respectively. Accordingly, only nominees for Class II Trustees are currently
proposed for election. Trustees chosen to succeed the Trustees whose terms are
expiring will be elected for a three-year term. An effect of staggered terms is
to limit the ability of entities or persons to acquire control of a Fund.

Proxies will be voted for the election of the following Class II nominees:
James B. Hawkes and Samuel L. Hayes, III. Mr. Hayes will be elected solely by
the holders of each Fund's Auction Preferred Shares. Each nominee is currently
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 Class I Trustees serving until the 2006 Annual Meeting are Jessica M.
Bibliowicz and Ronald A. Pearlman. The Class III Trustees serving until the 2005
Annual Meeting are Norton H. Reamer, Lynn A. Stout and William H. Park. Mr.
Pearlman and Mr. Park have replaced Donald R. Dwight and Jack L. Treynor,
respectively, as Trustees of each Fund. Mr. Dwight and Mr. Treynor have retired
from the Boards of the Funds.

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

TRUSTEES

Number of
Portfolios
Term of in Fund Other
Position(s) Office and Complex Directorships
Held with Length of Principal Occupations During Past Five Overseen by Held by
Name, Address and Age(1) Fund Time Served Years Trustee(2) Trustee
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CLASS II TRUSTEES NOMINATED FOR ELECTION

INTERESTED TRUSTEE

James B. Hawkes Vice Until 2004. Chairman, President and Chief 195 Director of
DOB: 11/9/41 President 3 years. Executive Officer of Eaton Vance Eaton Vance
and Class Trustee Management, and its corporate parent Corp.
II Trustee since 1998. and trustee (Eaton Vance Corp. and
Eaton Vance, Inc.); Vice President and
Director of Eaton Vance Distributors,
Inc.; Director of Eaton Vance, Inc.

NONINTERESTED TRUSTEE

Samuel L. Hayes, III (A) Class II Until 2004. Jacob H. Schiff Professor of 195 Director of
DOB: 2/23/35 Trustee 3 years. Investment Banking Emeritus, Harvard Tiffany & Co.
Trustee University Graduate School of Business (specialty
since 1998. Administration. retailer) and
Telect, Inc.
(telecommuni-
cation services
company)

CLASS I AND CLASS III TRUSTEES

INTERESTED TRUSTEE

Jessica M. Bibliowicz Class I Until 2006. Chairman, President and Chief Executive 193 Director of
DOB: 11/28/59 Trustee 3 years. Officer of National Financial Partners National
Trustee (a financial services company) (since Financial
since 1998. April 1999). President and Chief Partners
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).

NONINTERESTED TRUSTEES

William H. Park Class III Until 2005. President and Chief Executive Officer, 192 None
DOB: 9/19/47 Trustee Trustee Prizm Capital Management, LLC
since 2003. (Investment management firm)
(since 2002). Executive Vice
President and Chief Financial
Officer, United Asset Management
Corporation (a holding company
owning institutional investment
management firms) (1982-2001).

Ronald A. Pearlman Class I Until 2006. Professor of Law, Georgetown University 192 None
DOB: 7/10/40 Trustee Trustee Law Center (since 1999). Formerly, Tax
since 2003. Partner, Covington & Burling,
Washington, DC (1991-2000).

Norton H. Reamer (A) Class III Until 2005. President and Chief Executive Officer of 195 None
DOB: 9/21/35 Trustee 3 years. Asset Management Finance Corp. (a
Trustee specialty finance company serving the
since 1998. investment management industry) (since
October 2003). President, Unicorn
Corporation (an investment and financial
advisory services company) (since
September 2000). Formerly, Chairman,
Hellman, Jordan Management Co., Inc. (an
investment management company)
(2000-2003). Formerly, Advisory
Director of Berkshire Capital
Corporation (investment banking firm)
(2002-2003). Formerly, Chairman of the
Board, United Asset Management
Corporation (a holding company owning
institutional investment management
firms) and Chairman, President and
Director, UAM Funds (mutual funds)
(1980-2000).

Lynn A. Stout Class III Until 2005. Professor of Law, University of 195 None
DOB: 9/14/57 Trustee 3 years. California at Los Angeles, School of Law
Trustee (since July 2001). Formerly, Professor
since 1998. of Law, Georgetown University Law Center.

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

INTERESTED TRUSTEES

James B. Hawkes is an "interested person" (as defined in the Investment
Company Act of 1940 (the "1940 Act")) by reason of his affiliations with Eaton
Vance Management ("EVM" or "Eaton Vance"), each Fund's investment adviser, and
Eaton Vance Corp. ("EVC"), a publicly traded holding company which indirectly
owns all the outstanding shares of EVM; and of EVM's trustee, Eaton Vance, Inc.
("EV"), which is a wholly-owned subsidiary of EVC. (EVM, EVC, and their
affiliates are sometimes referred to collectively as the "EVC organization".)

Jessica M. Bibliowicz is an "interested person" because of her affiliation
with a brokerage firm that is and has been a dealer in shares of Funds for which
EVM acts as investment adviser.

ELECTION OF TRUSTEES BY APS AND COMMON SHARES

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 two Trustees of each Fund (identified by an "(A)"
after their names above). Simply stated, the APS Trustees are only elected by
the holders of the Fund's Auction Preferred Shares. Holders of Common Shares do
not vote on the election of APS Trustees. Samuel L. Hayes, III has been
nominated for election by the holders of the APS. The By-Laws further provide
for the election of the other nominee named above by the holders of the Common
Shares and the APS, voting as a single class. Election of Trustees is
non-cumulative. The Trustees of a Fund shall be elected by a plurality of the
shares of the Fund entitled to vote.

The following table shows the dollar range of shares beneficially owned in
a Fund and in all Eaton Vance funds by each Trustee (except Mr. Dwight and Mr.
Treynor who are retired):

Aggregate Dollar Range of Equity
Dollar Range of Securities in all Eaton Vance Funds
Name of Trustee Fund Shares Held Overseen by Trustee
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Interested Trustees
Jessica M. Bibliowicz -0- $10,001 - $50,000
James B. Hawkes -0- Over $100,000
Noninterested Trustees
Samuel L. Hayes, III Over $100,000** Over $100,000
William H. Park -0- Over $100,000*
Ronald A. Pearlman -0- Over $100,000
Norton H. Reamer -0- Over $100,000
Lynn A. Stout -0- $50,001 - $100,000*

* Includes shares held in Trustee Deferred Compensation Plan.
** Reported figure consists of 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.

BOARD MEETINGS AND COMMITTEES

During the fiscal year ended November 30, 2003, the Trustees of each Fund
met nine times, the Governance Committee met five times, the Special Committee
met five times and the Audit Committee met four times. Each Fund's Trustees
listed above attended at least 75% of such Board and committee meetings on which
he or she serves. None of the Trustees attended the 2003 Annual Meeting of
Shareholders.

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

Messrs. Reamer (Chair), Hayes, Park and Ms. Stout serve on the Audit
Committee of the Board of Trustees of each Fund. Each Audit Committee member is
independent under the listing standards of the New York and American Stock
Exchanges (as applicable). The purposes of the Audit Committee are to (i)
oversee each Fund's accounting and financial reporting policies and practices,
its internal audit controls and procedures, the internal controls of certain
service providers, as appropriate, and the quality and integrity of the Fund's
financial statements and independent audit thereof; (ii) approve the selection,
evaluation, and, when appropriate, replacement of each Fund's independent
auditors; and (iii) evaluate the qualifications, independence, and performance
of each Fund's independent auditors. Each Fund's Board of Trustees has adopted a
written charter for its Audit Committee, a copy of which is attached as Exhibit
A. The Audit Committee's Report is set forth below under "Additional
Information". The Board of Trustees of each Fund has designated Messrs. Park,
Hayes and Reamer as the Fund's Audit Committee financial experts.

Messrs. Hayes (Chair), Park, Pearlman and Reamer serve on 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.

Ms. Stout (Chair) and Messrs. Hayes, Park, Pearlman and Reamer serve on the
Governance Committee of the Board of Trustees of each Fund. The purpose of the
Governance Committee is to undertake a periodic review of, and make
recommendations to the full Board with respect to (i) procedures for identifying
and recruiting qualified candidates to be appointed or nominated for election as
Independent Trustees; (ii) the performance of the Board; (iii) the identity,
duties and composition of the various Board Committees and their Chairpersons;
(iv) the compensation of Trustees; (v) the development and maintenance of the
Board's membership, structure and operation; and (vi) any other matters related
to fund governance. Each Fund's Board of Trustees has adopted a written charter
for its Governance Committee, a copy of which is attached as Exhibit B.

The Governance Committee will, when a vacancy on the Board of a Fund exists
or is anticipated, consider any candidate for Independent Trustee recommended by
a shareholder of such Fund if such recommendation contains sufficient background
information concerning the candidate to enable a proper judgment to be made as
to the candidate's qualifications, and the recommendation is received in writing
no later than the date specified for receipt of shareholder proposals, as set
forth below under "Shareholder Proposals". Any such recommendations must be sent
to the address indicated below under "Communications with the Board".

The Governance Committee has not established specific, minimum
qualifications that must be met by an individual to be recommended by the
Governance Committee for nomination as an Independent Trustee. When nominating
an individual to fill a vacancy on the Board, the Governance Committee has

sought referrals from a variety of sources, including current Trustees,
management of the Funds, and counsel to the Trustees. In evaluating nominees for
a position on the Board, the Governance Committee considers a variety of
factors, including (i) the nominee's knowledge in matters relating to the mutual
fund industry; (ii) any experience possessed by the nominee as a director or
senior officer of other public companies; (iii) the nominee's educational
background; (iv) the nominee's reputation for high ethical standards and
personal and professional integrity; (v) any specific financial, technical or
other expertise possessed by the nominee, and the extent to which such expertise
would complement the Board's existing mix of skills and qualifications; (vi) the
nominee's perceived ability to contribute to the ongoing functions of the Board,
including the nominee's ability and commitment to attend meetings regularly and
work collaboratively with other members of the Board; (vii) the nominee's
ability to qualify as an Independent Trustee for purposes of the 1940 Act; and
(viii) such other factors as the Governance Committee determines to be relevant
in light of the existing composition of the Board and any anticipated vacancies
or other transitions. Prior to making a final recommendation to the Board, the
Governance Committee conducts personal interviews with the nominees it concludes
are the most qualified candidates. Any individuals recommended by shareholders
will be evaluated in the same manner.

COMMUNICATIONS WITH THE BOARD

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

REMUNERATION OF TRUSTEES

The fees and expenses of those Trustees of each Fund who are not members of
the Eaton Vance Organization will be paid by the Funds. For the fiscal year
ended November 30, 2003, 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, 2003 earned the following compensation in their
capacities as Trustees of the funds in the Eaton Vance fund complex(1):

Jessica M. Samuel L. William H. Ronald A. Norton H. Lynn A.
Bibliowicz Hayes, III Park Pearlman Reamer Stout
---------- ---------- ---------- --------- --------- -------

California Fund $1,281 $1,658 $749 $598 $1,527 $1,438
Florida Fund 897 1,298 586 454 1,192 1,068
Massachusetts Fund 320 300 136 120 279 308
Michigan Fund 320 300 136 120 279 308
Municipal Fund 2,178 2,497 1,131 933 2,309 2,300
New Jersey Fund 897 1,298 586 454 1,192 1,068
New York Fund 897 1,298 586 454 1,192 1,068
Ohio Fund 320 300 136 120 279 308
Pennsylvania Fund 320 300 136 120 279 308
Total Compensation
from Fund and
Fund Complex $160,000 $180,000 $160,000(2)(3) $160,000(2) $170,000 $160,000(4)

(1) As of December 1, 2003, the Eaton Vance fund complex consisted of 196
registered investment companies or series thereof.
(2) Messrs. Park and Pearlman were appointed Trustees in 2003. The Fund and
Fund Complex compensation figures listed for each Mr. Park and Mr. Pearlman
are estimated for the calendar year ended December 31, 2003 based on
amounts they would have received if they had been Trustees for the full
calendar year.
(3) Includes an estimated $33,786 of deferred compensation.
(4) 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 fund complex,

and the amount paid to the Trustees under each Trustees' Plan will be determined
based upon the performance of such investments. Deferral of Trustees' fees in
accordance with each Trustees' Plan will have a negligible effect on the 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 retirement plan for its
Trustees.

THE BOARD OF TRUSTEES OF EACH FUND RECOMMENDS THAT SHAREHOLDERS VOTE FOR
THE ELECTION OF THE TWO CLASS II TRUSTEE NOMINEES.

NOTICE TO BANKS AND BROKER/DEALERS

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

ADDITIONAL INFORMATION

AUDIT COMMITTEE REPORT. Each 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, 2003 for filing with the Securities and Exchange Commission.

Norton H. Reamer, Chair
Samuel L. Hayes, III
William H. Park
Lynn A. Stout

AUDITORS, AUDIT FEES AND ALL OTHER FEES. Deloitte & Touche LLP ("Deloitte"), 200
Berkeley Street, Boston, Massachusetts 02116, serves as independent accountants
of each Fund. Deloitte is expected to be present at the Annual Meeting, but if
not, a representative will be available by telephone should the need for
consultation arise. Representatives of Deloitte will have the opportunity to
make a statement if they desire to do so and will be available to respond to
appropriate questions. For the most recent fiscal year, the Funds paid an
aggregate of $249,200 in professional fees to their auditors, Deloitte (ranging
from $24,600 to $45,000 per Fund), of which $153,800 was paid for audit services
and $95,400 was paid for other services. 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 the most
recent fiscal year ended October 31, 2003 were $983,442. The Audit Committee and
Board of Trustees of each Fund are aware that Deloitte provides services to the
Eaton Vance organization and has considered whether the provision of such
services is compatible with the maintenance of that firm's independence.

OFFICERS OF THE FUNDS. The officers of the Funds and their length of service are
set forth below. Because of their positions with Eaton Vance and their ownership
of EVC stock, the officers of the Funds will benefit from the advisory and
administration fees paid by each Fund to Eaton Vance. As of the record date, the
officers of the New York Fund owned 22,019 shares of that Fund, and the officers
of the Municipal Fund owned 50,190 shares of that Fund.

Term of Office
Position(s) and Length of Principal Occupations
Name, Address and Age(1) Held with Fund Time Served During Past Five Years(2)
----------------------------------------------------------------------------------------------------------------------------

Thomas J. Fetter President Since 1998 Vice President of Eaton Vance and BMR. Trustee and President of
DOB: 8/20/43 The Massachusetts Health & Education Tax-Exempt Trust. Officer of
127 registered investment companies managed by Eaton Vance or BMR.

William H. Ahern, Jr. Vice President Since 2000 Vice President of Eaton Vance and BMR. Officer of 35 registered
DOB: 7/28/59 of the Michigan investment companies managed by Eaton Vance or BMR.
Fund

Cynthia J. Clemson Vice President Vice President Vice President of Eaton Vance and BMR. Officer of 20 registered
DOB: 3/2/63 of the of the registered investment companies managed by Eaton Vance or BMR.
California, California and
Florida and Florida Funds
Pennsylvania since 1998; of
Funds the Pennsylvania
Fund since 2000

Alan R. Dynner Secretary Since 1998 Vice President, Secretary and Chief Legal Officer of BMR, Eaton
DOB: 10/10/40 Vance, EVD, EV and EVC. Officer of 195 registered investment
companies managed by Eaton Vance or BMR.

Robert B. MacIntosh Vice President Since 1998 Vice President of Eaton Vance and BMR. Officer of 127 registered
DOB: 1/22/57 investment companies managed by Eaton Vance or BMR.

Thomas M. Metzold Vice President Since 1998 Vice President of Eaton Vance and BMR. Officer of 7 registered
DOB: 8/3/58 of the investment companies managed by Eaton Vance or BMR.
Municipal Fund

James L. O'Connor Treasurer Since 1998 Vice President of BMR, Eaton Vance and EVD. Officer of 116
DOB: 4/1/45 registered investment companies managed by Eaton Vance or BMR.

(1) The business address of each officer is The Eaton Vance Building, 255 State
Street, Boston, MA 02109.

(2) Includes both master and feeder funds in master-feeder structure.

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

PROXY SOLICITATION AND TABULATION. The expense of preparing, printing and
mailing this Proxy Statement and enclosures and the costs of soliciting proxies
on behalf of the Board of Trustees of each Fund will be borne ratably by the
Funds. Proxies will be solicited by mail and may be solicited in person or by
telephone or facsimile by officers of a Fund, by personnel of its administrator,
Eaton Vance, by the transfer agent, PFPC Inc., or by broker-dealer firms. The
expenses associated with the solicitation of these proxies and with any further
proxies that may be solicited by a Fund's officers, by Eaton Vance personnel, by
the transfer agent, PFPC Inc., or by broker-dealer firms, in person, or by
telephone or by facsimile will be borne by that Fund. A written proxy may be
delivered to a Fund or its transfer agent prior to the meeting by facsimile
machine, graphic communication equipment or similar electronic transmission. A
Fund will reimburse banks, broker-dealer firms, and other persons holding that
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
approximately $18,000 for the Municipal Fund and approximately $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 Proposal 1, it will be voted for the
matters specified on the proxy card. All shares that are voted and votes to
ABSTAIN will be counted towards establishing a quorum, as will broker non-votes.
(Broker non-votes are shares for which (i) the beneficial owner has not voted
and (ii) the broker holding the shares does not have discretionary authority to
vote on the particular matter.) Accordingly, abstentions and broker non-votes
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 the Proposal set forth in the Notice of this meeting are not received by
March 19, 2004, 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 the Proposal 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.

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

SHAREHOLDER PROPOSALS

Any proposals of shareholders that are intended to be presented at a Fund's
2005 Annual Meeting of Shareholders must be received at the Fund's principal
office no later than October 1, 2004 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 27, 2004

EXHIBIT A

Adopted - August 11, 2003

EATON VANCE FUNDS

AUDIT COMMITTEE CHARTER

I. Composition of the Audit Committee. The Audit Committee of each registered
investment company sponsored by Eaton Vance Management (each a "Fund")
shall be comprised of at least three Trustees, each of whom shall have been
determined by the Board of Trustees to have no material relationship that
would interfere with the exercise of his or her independent judgment. No
member of the Audit Committee may be an "interested person" of a Fund as
defined in Section 2(a)(19) of the Investment Company Act of 1940, as
amended (the "1940 Act"), nor shall any member receive any compensation
from a Fund except compensation for service as a member of the Board of
Trustees or a committee of the Board. Each member shall also satisfy the
applicable Audit Committee membership requirements imposed under the rules
of the American Stock Exchange and New York Stock Exchange (and such other
national securities exchange on which a Fund's shares are listed), as in
effect from time to time, including with respect to the member's former
affiliations or employment, financial literacy and, if applicable,
accounting or related financial management expertise. Unless it determines
that no member of the Audit Committee qualifies as an audit committee
financial expert as defined in Item 3 of Form N-CSR, the Board of Trustees
will identify one (or in its discretion, more than one) member of the Audit
Committee as an audit committee financial expert.

II. Purposes of the Audit Committee. The purposes of the Audit Committee are
to:

1. oversee the Fund's accounting and financial reporting policies and
practices, its internal audit controls and procedures, and, as
appropriate, the internal controls of certain service providers;

2. oversee the quality and integrity of the Fund's financial statements
and the independent audit thereof;

3. approve the selection, evaluation and, when appropriate, replacement
of the independent auditors, and, if applicable, with respect to the
nomination of independent auditors to be proposed for shareholder
ratification in any proxy statement; and

4. evaluate the qualifications, independence and performance of the
independent auditors.

The function of the Audit Committee is oversight. The Treasurer of each
Fund is responsible for oversight of the preparation, presentation and
integrity of the Fund's financial statements by the Fund's accounting
agent. The Treasurer is also responsible for selecting appropriate
accounting and financial reporting principles and policies and internal
controls and procedures designed to assure compliance with accounting
standards and applicable laws and regulations. The independent auditors are
responsible for planning and carrying out audits and reviews consistent
with applicable legal and professional standards and the terms of their
engagement. The independent auditors for the Fund are ultimately
accountable to the Board of Trustees and Audit Committee of the Fund. The
Board of Trustees and the Audit Committee have the ultimate authority and
responsibility to select, evaluate and, where appropriate, replace the
independent auditors (or to nominate the independent auditors to be
proposed for shareholder approval in any proxy statement).

A-1

III. Meetings of the Audit Committee. The Audit Committee shall meet at least
twice annually, or more frequently if circumstances dictate. The Audit
Committee shall set its agenda and the places and times of its meetings.
The Audit Committee may meet alone and outside the presence of management
personnel with any certified public accountant and auditing firm rendering
reports to the Audit Committee or the Board of Trustees and with legal
counsel. A majority of the members of the Audit Committee shall constitute
a quorum for the transaction of business at any meeting, and the decision
of a majority of the members present and voting shall determine any matter
submitted to a vote.

IV. Duties and Powers of the Audit Committee. To carry out its purposes, the
Audit Committee shall have the following duties and powers with respect to
each Fund:

1. To review, as appropriate, the audited financial statements and other
financial information of the Fund and the results of the examination
of the Fund's financial statements by the independent auditors,
including the independent auditors' opinion with respect thereto, and
any management letter issued by the independent auditors.

2. To review and discuss with the independent auditors: (a) the scope of
audits and audit reports and the policies relating to internal
auditing procedures and controls and the accounting principles
employed in the Fund's financial reports and any proposed changes
therein; (b) the personnel, staffing, qualifications and experience of
the independent auditors; and (c) the compensation of the independent
auditors.

3. To review and assess the performance of the independent auditors and
to approve, on behalf of the Board of Trustees, the appointment and
compensation of the independent auditors. Approval by the Audit
Committee shall be in addition to any approval required under
applicable law by a majority of the members of the Board of Trustees
who are not "interested persons" as defined in Section 2(a)(19) of the
1940 Act. In performing this function, the Committee shall: (a)
consider whether there should be a regular rotation of the Fund's
independent auditing firm; (b) discuss with the independent auditors
matters bearing upon the qualifications of such auditors as
"independent" under applicable standards of independence established
from time to time by the Securities and Exchange Commission ("SEC")
and other regulatory authorities; and (c) shall secure from the
independent auditors the information required by Independence
Standards Board Standard No. 1, Independence Discussions with Audit
Committees, as in effect from time to time. The Audit Committee shall
actively engage in a dialogue with the independent auditors with
respect to any disclosed relationships or services that may impact the
objectivity and independence of the independent auditors.

4. To pre-approve: (a) audit and non-audit services provided by the
independent auditors to the Fund; and (b) non-audit services provided
by the independent auditors to the adviser or any other entity
controlling, controlled by or under common control with the adviser
that provides on-going services to the Fund ("Adviser Affiliates") if
the engagement of the independent auditors relates directly to the
operations and financial reporting of the Fund, as contemplated by the
Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and the rules
issued by the SEC in connection therewith (except, in the case of
non-audit services provided to the Fund or any Adviser Affiliate,
those within applicable de minimis statutory or regulatory
exceptions), and to consider the possible effect of providing such
services on the independence of the independent auditors.

5. To adopt, to the extent deemed appropriate by the Audit Committee,
policies and procedures for pre-approval of the audit or non-audit
services referred to above, including policies and procedures by which
the Audit Committee may delegate to one or more of its members
authority to grant such pre-approval on behalf of the Audit Committee

A-2

(subject to subsequent reporting to the Audit Committee). The Audit
Committee hereby delegates to the Chairperson of the Audit Committee
authority to pre-approve any non-audit services referred to above
between meetings of the Audit Committee, provided that such
pre-approval shall be reported by the Chairperson to the Audit
Committee not later than the next meeting thereof.

6. To consider the controls implemented by the independent auditors and
management to ensure that all items requiring pre-approval by the
Audit Committee are identified and referred to the Audit Committee in
a timely fashion.

7. To receive at least annually and prior to the filing with the SEC of
the independent auditors' report on the Fund's financial statements, a
report from such independent auditors of: (i) all critical accounting
policies and practices used by the Fund (or, in connection with any
update, any changes in such accounting policies and practices), (ii)
all material alternative accounting treatments within GAAP that have
been discussed with management since the last annual report or update,
including the ramifications of the use of the alternative treatments
and the treatment preferred by the accounting firm, (iii) other
material written communications between the independent auditors and
the management of the Fund since the last annual report or update,
(iv) a description of all non-audit services provided, including fees
associated with the services, to all of the Funds since the last
annual report or update that were not subject to the pre-approval
requirements as discussed above; and (v) any other matters of concern
relating to the Fund's financial statements, including any uncorrected
misstatements (or audit differences) whose effects management believes
are immaterial, both individually and in aggregate, to the financial
statements taken as a whole. If this information is not communicated
to the Committee within 90 days prior to the audit report's filing
with the SEC, the independent auditors will be required to provide an
update, in the 90 day period prior to the filing, of any changes to
the previously reported information.

8. To review and discuss with the independent auditors the matters
required to be communicated with respect to the Fund pursuant to SAS
61, as in effect from time to time, and to receive such other
communications or reports from the independent auditors (and
management's responses to such reports or communications) as may be
required under applicable listing standards of the national securities
exchanges on which the Fund's shares are listed. To the extent
unresolved disagreements exist between management and the independent
auditors regarding the financial reporting of the Fund, it shall be
the responsibility of the Audit Committee to resolve such
disagreements.

9. To establish hiring policies for employees or former employees of the
independent auditors who will serve as officers or employees of the
Fund.

10. With respect to each Fund the securities of which are listed on a
national securities exchange, to provide: (a) a recommendation to the
Board of Trustees regarding whether the audited financial statements
of the Fund should be included in the annual report to shareholders of
the Fund; and (b) any report, including any recommendation of the
Audit Committee, required by the rules of the Securities and Exchange
Commission (including, without limitation, Rule 306 of Regulation S-K)
to be included in the Fund's annual proxy statement.

11. To review and report to the full Board of Trustees with respect to any
material accounting, tax, valuation, or record-keeping issues which
may affect the Fund, its respective financial statements or the amount
of their dividend or distribution rates.

12. To establish procedures for: (a) the receipt, retention, and treatment

A-3

of complaints received by the Fund regarding accounting, internal
accounting controls, or auditing matters; and (b) the confidential,
anonymous submission by employees of the Fund or its service providers
of concerns regarding questionable accounting or auditing matters. The
Audit Committee hereby establishes the procedures set forth in
Appendix A hereto with respect to such matters.

13. To direct and supervise investigations with respect to the following:
(a) evidence of fraud or significant deficiencies in the design or
implementation of internal controls reported to the Committee by the
principal executive or financial officers of the Fund pursuant to the
requirements of the Sarbanes-Oxley Act and rules issued by the SEC in
connection therewith; and (b) any other matters within the scope of
this charter, including the integrity of reported facts and figures,
ethical conduct, and appropriate disclosure concerning the financial
statements of the Funds.

14. To act on such other matters as may be delegated to the Audit
Committee by the Board of Trustees from time to time.

15. To review the adequacy of this charter and evaluate the Audit
Committee's performance of its duties and responsibilities hereunder
at least annually, and to make recommendations for any appropriate
changes or other action to the full Board of Trustees.

16. To report its activities to the full Board of Trustees on a regular
basis and make such recommendations with respect to the above and
other matters as the Audit Committee may deem necessary or
appropriate.

V. Resources and Authority of the Audit Committee. The Audit Committee shall
have the resources and authority appropriate to discharge its
responsibilities, including the authority to engage independent auditors
for special audits, reviews and other procedures and to retain special
counsel and other experts or consultants at the expense of the Funds. The
Audit Committee may determine the appropriate levels of funding for payment
of compensation to such independent auditors, experts and consultants, and
the ordinary administrative expenses of the Audit Committee necessary or
appropriate in carrying out its duties under this charter.

A-4

APPENDIX A
----------
EATON VANCE FUNDS

AUDIT COMMITTEE COMPLAINT PROCEDURES

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

I. Procedures for Receiving Complaints
-----------------------------------
All officers and employees of a Fund and, to the extent their duties relate to
accounting, internal accounting controls or auditing matters for the Fund, the
officers and employees of the Fund's investment advisers and administrators
(collectively referred to herein as "Employees"), may make complaints
anonymously and in a confidential manner as follows:

1. The complaining Employee may place a telephone call to the Chairperson
of the Audit Committee. During this phone call, the Employee should
identify the source of his or her Complaint and the practices that are
alleged to constitute an impropriety with respect to accounting,
internal auditing controls or auditing matters relating to a Fund,
providing as much detail as possible.

2. Alternatively, the Employee may submit to the Chairperson of the Audit
Committee (by hand, mail, e-mail or fax) a confidential memorandum
which details the Employee's Complaint and the practices that are
alleged to constitute an improper accounting, internal auditing
control or auditing matter, providing as much detail as possible.

3. The name and contact information for the current Chairperson of the
Audit Committee is set out on Schedule A hereto.

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

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

A-5

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

2. the Audit Committee may select a designee within the Fund or its
service providers to investigate the Complaint, provided that the
identity of the complaining Employee shall not be disclosed to such
designee. Under no circumstances will a party who has direct
supervisory control or who may be responsible for the action giving
rise to the Complaint be charged with its investigation;

3. the Audit Committee may retain an outside party (other than the Fund's
independent auditors) to investigate the Complaint; or

4. the Audit Committee may investigate the Complaint in such other manner
determined by the Audit Committee.

Any party designated to investigate a Complaint shall be provided reasonable
access to the Fund's (and to the extent deemed necessary by the Audit Committee,
the Fund's service providers') employees, documents, and computer systems for
purposes of conducting the investigation. At the conclusion of its
investigation, which shall be completed promptly after referral of the
Complaint, the investigating party will be responsible for making a full report
to the Audit Committee with respect to the Complaint and to make recommendations
for corrective actions, if any, to be taken by the Fund.

The Audit Committee will then report to the full Board at its next
regularly-scheduled meeting with respect to the Complaint and any corrective
actions recommended by the Audit Committee. If the Complaint involves
improprieties of any member of the Board, the Audit Committee may make its
report in an executive session of the Board.

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

A-6

Schedule A
----------

[Name and Current Contact Information
for Current Audit Committee Chairperson]

A-7

EXHIBIT B
As adopted March 17, 2003

EATON VANCE GROUP OF FUNDS

GOVERNANCE COMMITTEE CHARTER

Introduction: Each of the Boards of Trustees (each, a "Board" and collectively,
the "Boards") of the Eaton Vance Group of Funds (each, a "Fund" and
collectively, the "Funds") has established a Governance Committee of the Board
and has adopted this Governance Committee Charter setting forth the purpose and
method of operation of the Committee.

Membership: The Governance Committee shall consist of three or more Trustees of
the Board (each, a "Trustee" and collectively, the "Trustees") who are not
"interested persons" (as defined under the Investment Company Act of 1940, as
amended) of any Fund or of the adviser or sub-adviser of any Fund (each, an
"Independent Trustee" and collectively, the "Independent Trustees"). The members
of the Governance Committee shall be appointed by the Board, which shall also
determine the number and term of such members. Unless otherwise determined by
the Board, the members of the Governance Committee shall consist of all
Independent Trustees and the members of the Governance Committee shall elect one
member to serve as the Chairperson of the Committee.

Meetings: Meetings of the Governance Committee shall be held at such times and
at such places as determined from time to time by the Board, the Committee or
the Chairperson of the Committee, but not less frequently than annually. A
majority of the members of the Governance Committee shall constitute a quorum
for purposes of transacting business at any meeting of the Governance Committee.
The Governance Committee may adopt such procedures or rules as it deems
appropriate to govern its conduct under this Charter.

Purpose: The purpose of the Governance Committee is to represent the interests
of shareholders of the Funds by undertaking a periodic review of, and making
recommendations to the full Board with respect to, the following matters:

1. procedures for identifying and recruiting qualified candidates for the
position of Independent Trustee;

2. recommending to the Board individuals to be appointed or nominated for
election as Independent Trustees;

3. the performance of the Board;

4. the compensation of Trustees;

5. the identity, duties, and composition of the various Committees of the
Board and the Chairpersons of such Committees;

6. the development and maintenance of the Board's membership, structure and
operation; and

7. any other matters related to the governance of the Fund.

B-1

PROXY

EATON VANCE MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 19, 2004
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 19, 2004 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.

SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE

Please mark
[ X ] votes as in
this example.

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

1. To elect one Trustee of the Fund as follows:

Nominee: (01) James B. Hawkes

FOR WITHHOLD
NOMINEE [ ] [ ] FROM NOMINEE

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:_______________

PROXY

EATON VANCE CALIFORNIA MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 19, 2004
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 19, 2004 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.

SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect one Trustee of the Fund as follows:

Nominee: (01) James B. Hawkes

FOR WITHHOLD
NOMINEE [ ] [ ] FROM NOMINEE

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]

Signature:_____________________________ Date:_______________

PROXY

EATON VANCE FLORIDA MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 19, 2004
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 19, 2004 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.

SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect one Trustee of the Fund as follows:

Nominee: (01) James B. Hawkes

FOR WITHHOLD
NOMINEE [ ] [ ] FROM NOMINEE

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]

Signature:_____________________________ Date:_______________

PROXY

EATON VANCE MASSACHUSETTS MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 19, 2004
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 19, 2004 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.

SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect one Trustee of the Fund as follows:

Nominee: (01) James B. Hawkes

FOR WITHHOLD
NOMINEE [ ] [ ] FROM NOMINEE

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]

Signature:_____________________________ Date:_______________

PROXY

EATON VANCE MICHIGAN MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 19, 2004
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 19, 2004 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.

SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect one Trustee of the Fund as follows:

Nominee: (01) James B. Hawkes

FOR WITHHOLD
NOMINEE [ ] [ ] FROM NOMINEE

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]

Signature:_____________________________ Date:_______________

PROXY

EATON VANCE NEW JERSEY MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 19, 2004
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 19, 2004 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.

SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect one Trustee of the Fund as follows:

Nominee: (01) James B. Hawkes

FOR WITHHOLD
NOMINEE [ ] [ ] FROM NOMINEE

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]

Signature:_____________________________ Date:_______________

PROXY

EATON VANCE NEW YORK MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 19, 2004
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 19, 2004 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.

SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect one Trustee of the Fund as follows:

Nominee: (01) James B. Hawkes

FOR WITHHOLD
NOMINEE [ ] [ ] FROM NOMINEE

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]

Signature:_____________________________ Date:_______________

PROXY

EATON VANCE OHIO MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 19, 2004
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 19, 2004 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.

SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect one Trustee of the Fund as follows:

Nominee: (01) James B. Hawkes

FOR WITHHOLD
NOMINEE [ ] [ ] FROM NOMINEE

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]

Signature:_____________________________ Date:_______________

PROXY

EATON VANCE PENNSYLVANIA MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 19, 2004
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 19, 2004 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.

SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect one Trustee of the Fund as follows:

Nominee: (01) James B. Hawkes

FOR WITHHOLD
NOMINEE [ ] [ ] FROM NOMINEE

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]

Signature:_____________________________ Date:_______________

PROXY

EATON VANCE MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 19, 2004
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 19, 2004 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.

SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE

Please mark
[ X ] votes as in
this example.

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

(a) Election of one Trustee to represent all shareholders.

Nominee: (01) James B. Hawkes

FOR WITHHELD
NOMINEE [ ] [ ] FROM NOMINEE

(b) Election of one Trustee to represent Auction Preferred Shares.

Nominee: (02) Samuel L. Hayes, III

FOR WITHHELD
NOMINEE [ ] [ ] FROM NOMINEE

[ ] -------------------------------------
(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 19, 2004
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 19, 2004 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.

SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE

Please mark
[ X ] votes as in
this example.

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

(a) Election of one Trustee to represent all shareholders.

Nominee: (01) James B. Hawkes

FOR WITHHELD
NOMINEE [ ] [ ] FROM NOMINEE

(b) Election of one Trustee to represent Auction Preferred Shares.

Nominee: (02) Samuel L. Hayes, III

FOR WITHHELD
NOMINEE [ ] [ ] FROM NOMINEE

[ ] -------------------------------------
(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 19, 2004
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 19, 2004 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.

SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE

Please mark
[ X ] votes as in
this example.

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

(a) Election of one Trustee to represent all shareholders.

Nominee: (01) James B. Hawkes

FOR WITHHELD
NOMINEE [ ] [ ] FROM NOMINEE

(b) Election of one Trustee to represent Auction Preferred Shares.

Nominee: (02) Samuel L. Hayes, III

FOR WITHHELD
NOMINEE [ ] [ ] FROM NOMINEE

[ ] -------------------------------------
(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 19, 2004
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 19, 2004 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.

SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE

Please mark
[ X ] votes as in
this example.

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

(a) Election of one Trustee to represent all shareholders.

Nominee: (01) James B. Hawkes

FOR WITHHELD
NOMINEE [ ] [ ] FROM NOMINEE

(b) Election of one Trustee to represent Auction Preferred Shares.

Nominee: (02) Samuel L. Hayes, III

FOR WITHHELD
NOMINEE [ ] [ ] FROM NOMINEE

[ ] -------------------------------------
(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 19, 2004
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 19, 2004 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.

SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE

Please mark
[ X ] votes as in
this example.

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

(a) Election of one Trustee to represent all shareholders.

Nominee: (01) James B. Hawkes

FOR WITHHELD
NOMINEE [ ] [ ] FROM NOMINEE

(b) Election of one Trustee to represent Auction Preferred Shares.

Nominee: (02) Samuel L. Hayes, III

FOR WITHHELD
NOMINEE [ ] [ ] FROM NOMINEE

[ ] -------------------------------------
(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 19, 2004
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 19, 2004 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.

SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE

Please mark
[ X ] votes as in
this example.

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

(a) Election of one Trustee to represent all shareholders.

Nominee: (01) James B. Hawkes

FOR WITHHELD
NOMINEE [ ] [ ] FROM NOMINEE

(b) Election of one Trustee to represent Auction Preferred Shares.

Nominee: (02) Samuel L. Hayes, III

FOR WITHHELD
NOMINEE [ ] [ ] FROM NOMINEE

[ ] -------------------------------------
(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 19, 2004
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 19, 2004 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.

SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE

Please mark
[ X ] votes as in
this example.

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

(a) Election of one Trustee to represent all shareholders.

Nominee: (01) James B. Hawkes

FOR WITHHELD
NOMINEE [ ] [ ] FROM NOMINEE

(b) Election of one Trustee to represent Auction Preferred Shares.

Nominee: (02) Samuel L. Hayes, III

FOR WITHHELD
NOMINEE [ ] [ ] FROM NOMINEE

[ ] -------------------------------------
(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 19, 2004
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 19, 2004 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.

SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE

Please mark
[ X ] votes as in
this example.

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

(a) Election of one Trustee to represent all shareholders.

Nominee: (01) James B. Hawkes

FOR WITHHELD
NOMINEE [ ] [ ] FROM NOMINEE

(b) Election of one Trustee to represent Auction Preferred Shares.

Nominee: (02) Samuel L. Hayes, III

FOR WITHHELD
NOMINEE [ ] [ ] FROM NOMINEE

[ ] -------------------------------------
(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 19, 2004
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 19, 2004 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.

SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE

Please mark
[ X ] votes as in
this example.

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

(a) Election of one Trustee to represent all shareholders.

Nominee: (01) James B. Hawkes

FOR WITHHELD
NOMINEE [ ] [ ] FROM NOMINEE

(b) Election of one Trustee to represent Auction Preferred Shares.

Nominee: (02) Samuel L. Hayes, III

FOR WITHHELD
NOMINEE [ ] [ ] FROM NOMINEE

[ ] -------------------------------------
(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:_______________