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. )
Filed by the Registrant [X]
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 Section 240.14a-12
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Eaton Vance Municipal Income Trust Eaton Vance New Jersey Municipal Income Trust
Eaton Vance California Municipal Income Trust Eaton Vance New York Municipal Income Trust
Eaton Vance Florida Municipal Income Trust Eaton Vance Ohio Municipal Income Trust
Eaton Vance Massachusetts Municipal Income Trust Eaton Vance Pennsylvania Municipal Income Trust
Eaton Vance Michigan Municipal Income Trust
(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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Eaton Vance California Municipal Income Trust Eaton Vance Municipal Income Trust
Eaton Vance Florida Municipal Income Trust Eaton Vance New Jersey Municipal Income Trust
Eaton Vance Massachusetts Municipal Income Trust Eaton Vance New York Municipal Income Trust
Eaton Vance Michigan Municipal Income Trust Eaton Vance Ohio Municipal Income Trust
Eaton Vance Pennsylvania Municipal Income Trust
The Eaton Vance Building
255 State Street
Boston, Massachusetts 02109
January 28, 2005
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 18, 2005 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.
Eaton Vance California Municipal Income Trust Eaton Vance Municipal Income Trust
Eaton Vance Florida Municipal Income Trust Eaton Vance New Jersey Municipal Income Trust
Eaton Vance Massachusetts Municipal Income Trust Eaton Vance New York Municipal Income Trust
Eaton Vance Michigan Municipal Income Trust Eaton Vance Ohio Municipal Income Trust
Eaton Vance Pennsylvania Municipal Income Trust
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held Friday, March 18, 2005
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 18,
2005 at 1:30 P.M. (Boston time), for the following purposes:
1. To elect three Class III 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 13, 2005 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 28, 2005
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.
Eaton Vance California Municipal Income Trust Eaton Vance Municipal Income Trust
Eaton Vance Florida Municipal Income Trust Eaton Vance New Jersey Municipal Income Trust
Eaton Vance Massachusetts Municipal Income Trust Eaton Vance New York Municipal Income Trust
Eaton Vance Michigan Municipal Income Trust Eaton Vance Ohio Municipal Income Trust
Eaton Vance Pennsylvania Municipal Income Trust
The Eaton Vance Building
255 State Street
Boston, Massachusetts 02109
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 18, 2005 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 Fund's
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 28, 2005.
The Board of Trustees of each Fund has fixed January 13, 2005 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 13,
2005 were as follows:
No. of Common No. of APS
Shares Outstanding Shares Outstanding
Fund January 13, 2005 on January 13, 2005
---- ---------------- -------------------
California Fund 7,181,487 2,360
Florida Fund 4,252,184 1,420
Massachusetts Fund 2,696,637 860
Michigan Fund 2,111,431 700
Municipal Fund 16,955,679 5,240
New Jersey Fund 4,615,631 1,520
New York Fund 5,360,320 1,780
Ohio Fund 2,823,398 940
Pennsylvania Fund 2,690,153 900
Each Fund will vote separately on each item; votes of multiple Funds will
not be aggregated.
As of January 13, 2005, 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
six. 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
III Trustees expires on the date of the 2005 Annual Meeting, and the term of
office of the Class I and Class II Trustees will expire one and two years
thereafter, respectively. Accordingly, only nominees for Class III 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 III nominees:
William H. Park, Norton H. Reamer and Lynn A. Stout. Mr. Reamer 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 Trustee serving until the 2006 Annual Meeting is Ronald A.
Pearlman. The Class II Trustees serving until the 2007 Annual Meeting are James
B. Hawkes and Samuel L. Hayes III.
The nominees for Class III Trustee and each Fund's current Class I and
Class II Trustees and their principal occupations for at least the last five
years are described below.
TRUSTEES
Number of
Term of Portfolios
Office and in Fund Other
Position(s) Length of Complex Directorships
Name, Address Held with Time Principal Occupations During Past Five Overseen by Held by
and Age(1) Fund Served Years Trustee(2) Trustee
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CLASS III TRUSTEES NOMINATED FOR ELECTION
NONINTERESTED TRUSTEES
William H. Park Class III Until 2005. President and Chief Executive Officer, 194 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).
2
Number of
Term of Portfolios
Office and in Fund Other
Position(s) Length of Complex Directorships
Name, Address Held with Time Principal Occupations During Past Five Overseen by Held by
and Age(1) Fund Served Years Trustee(2) Trustee
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Norton H. Reamer (A) Class III Until 2005. President, Chief Executive Officer and 194 None
DOB: 9/21/35 Trustee 3 years. a Director of Asset Management Finance
Trustee Corp. (a specialty finance company
since 1998. serving the investment management
industry) (since October 2003).
President, Unicorn Corporation (an
investment and financial advisory
services company) (since September
2000). Formerly, Chairman and
Chief Operating Officer, Hellman,
Jordan Management Co., Inc. (an
investment management company)
(2000-2003). Formerly, Advisory
Director of Berkshire Capital
Corporation (investment banking firm)
(2002-2003). Formerly, Chairman of
the Board, United Asset Management
Corporation (a holding company owning
institutional investment management
firms) and Chairman, President and
Director, UAM Funds (mutual funds)
(1980-2000).
Lynn A. Stout Class III Until 2005. Professor of Law, University of 194 None
DOB: 9/14/57 Trustee 3 years. California at Los Angeles, School of
Trustee Law (since July 2001). Formerly,
since 1998. Professor of Law, Georgetown
University Law Center.
CLASS I AND CLASS II TRUSTEES
INTERESTED TRUSTEE
James B. Hawkes Vice Until 2007. Chairman, President and Chief Executive 194 Director of
DOB: 11/9/41 President 3 years. Officer of Eaton Vance Management, and Eaton Vance
and Class Trustee its corporate parent and trustee (Eaton Corp.
II Trustee since 1998. Vance Corp. and Eaton Vance, Inc.); Vice
President and Director of Eaton Vance
Distributors, Inc.; Director of Eaton
Vance, Inc. Trustee and/or officer of
194 registered investment companies in
the Eaton Vance Fund Complex.
NONINTERESTED TRUSTEES
Samuel L. Hayes, III (A) Class II Until 2007. Jacob H. Schiff Professor of Investment 194 Director of
DOB: 2/23/35 Trustee 3 years. Banking Emeritus, Harvard University Tiffany & Co.
Trustee Graduate School of Business (specialty
since 1998. Administration. retailer) and
Telect, Inc.
(telecommun-
ication services
company)
Ronald A. Pearlman Class I Until 2006. Professor of Law, Georgetown University 194 None
DOB: 7/10/40 Trustee Trustee Law Center (since 1999). Formerly, Tax
since 2003. Partner, Covington & Burling,
Washington, DC (1991-2000).
(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.
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Interested Trustee
James B. Hawkes is an "interested person" (as defined in the Investment
Company Act of 1940 (the "1940 Act")) by reason of his affiliations with Eaton
Vance Management ("EVM" or "Eaton Vance"), each Fund's investment adviser, and
Eaton Vance Corp. ("EVC"), a publicly-held holding company which owns all the
outstanding shares of EVM, and of EVM's trustee, Eaton Vance, Inc. ("EV"). (EVM,
EVC, and their affiliates are sometimes referred to collectively as the "EVC
organization".)
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 APS. Holders of Common Shares do not vote on the
election of APS Trustees. Norton H. Reamer has been nominated for election by
the holders of the APS. The By-Laws further provide for the election of the
other nominees named above by the holders of the Common Shares and the APS,
voting as a single class. Election of Trustees is non-cumulative. 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:
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 Trustee
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- Over $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.
+ Figures are as of January 13, 2005.
Board Meetings and Committees
During the fiscal year ended November 30, 2004, the Trustees of each Fund
met nine times. The Board of Trustees has three formal standing committees, an
Audit Committee, a Special Committee and a Governance Committee. The Audit
Committee met five times, the Special Committee met five times and the
Governance Committee met six 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 2004 Annual Meeting of Shareholders.
The Audit, Special and Governance Committees of the Board of Trustees of
each Fund are each comprised of Trustees who are not "interested persons" as
that term is defined under the 1940 Act ("Independent Trustees"). The respective
duties and responsibilities of these Committees remain under the continuing
review of the Governance Committee and the Board.
Messrs. Reamer (Chair), Hayes, Park and Ms. Stout serve on the Audit
Committee of the Board of Trustees of each Fund, such Audit Committee being
established in accordance with Section 3(a)(58)(A) of the Securities Exchange
4
Act of 1934. 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 processes, its internal control over financial reporting,
and, as appropriate, the internal control over financial reporting of certain
service providers; (ii) oversee or, as appropriate, assist Board oversight of
the quality and integrity of each Fund's financial statements and the
independent audit thereof; (iii) oversee, or, as appropriate, assist Board
oversight of, each Fund's compliance with legal and regulatory requirements that
relate to the Fund's accounting and financial reporting, internal control over
financial reporting and independent audits; (iv) approve, prior to appointment,
the engagement and, when appropriate, replacement of the independent auditors,
and, if applicable, nominate independent auditors to be proposed for shareholder
ratification in any proxy statement of each Fund; (v) evaluate the
qualifications, independence and performance of the independent auditors and the
audit partner in charge of leading the audit; and (vi) prepare such Audit
Committee reports consistent with the requirements of Rule 306 of Regulation S-K
for inclusion in the proxy statement for the Annual Meeting of Shareholders of
each Fund. Each 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 purposes of the Special
Committee are to consider, evaluate and make recommendations to the Board of
Trustees concerning the following matters: (i) contractual arrangements with
each service provider to a Fund, including advisory, sub-advisory, transfer
agency, custodial and fund accounting, distribution services (if any) and
administrative services; (ii) any and all other matters in which any of a Fund's
service providers (including Eaton Vance or any affiliated entity thereof) has
any actual or potential conflict of interest with the interests of a Fund or its
shareholders; and (iii) any other matter appropriate for review by the
Independent Trustees, unless the matter is within the responsibilities of the
Audit Committee or the Governance Committee of the Fund.
In February 2004, the Special Committee established a Contract Review
Subcommittee to act on matters delegated to it by the Special Committee,
including matters relating to a Fund's investment advisory agreement and other
service contracts, expense allocation, a Fund's directors' and officers' errors
and omissions insurance coverage, and actual or potential conflicts of interest
between Eaton Vance and its affiliated companies, on the one hand, and a Fund on
the other hand. On August 16, 2004, the Special Committee approved a revised
Special Committee Charter which eliminated the Contract Review Subcommittee,
because it was determined that its function could be carried out by the full
Special Committee. The Contract Review Subcommittee was comprised of Messrs.
Hayes (Chair), Park, Pearlman and Reamer and met six times during the fiscal
year ended November 30, 2004.
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 consider, evaluate and make recommendations to the
Board of Trustees with respect to the structure, membership and operation of the
Board of Trustees and the Committees thereof, including the nomination and
selection of Independent Trustees and the compensation of Independent Trustees.
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's
procedures for identifying and evaluating candidates for the position of
Independent Trustee, including the procedures to be followed by shareholders of
a Fund wishing to recommend such candidates for consideration by the Governance
Committee, are set forth in Appendix A to the Committee's charter.
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
5
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, 2004, 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, 2004 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(5) Hayes, III Park Pearlman Reamer Stout
----------- ----------------- --------------- ---------- ---------- -------------
California Fund $434 $1,597 $1,414 $1,356 $1,516 $1,447
Florida Fund 304 1,263 1,108 1,033 1,199 1,110
Massachusetts Fund 108 279 256 269 264 281
Michigan Fund 108 279 256 269 264 281
Municipal Fund 737 2,377 2,130 2,110 2,257 2,233
New Jersey Fund 304 1,263 1,108 1,033 1,199 1,110
New York Fund 304 1,263 1,108 1,033 1,199 1,110
Ohio Fund 108 279 256 269 264 281
Pennsylvania Fund 108 279 256 269 264 281
Total Compensation
from Fund and Fund
Complex
$48,124 $200,000 $180,000(2)(3) $180,000(2) $190,000 $190,000(4)
(1) As of January 1, 2005, the Eaton Vance fund complex consisted of 194
registered investment companies or series thereof.
(2) Messrs. Park and Pearlman became Trustees in 2003.
(3) Includes $106,995 of deferred compensation.
(4) Includes $45,000 of deferred compensation.
(5) Ms. Bibliowicz resigned as a Trustee effective April 15, 2004.
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 three Class III 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 registered public accounting firm the
matters required to be discussed by SAS 61 (Codification of Statements on
Auditing Standards). Each Audit Committee received the written disclosures and
6
the letter from the independent registered public accounting firm required by
Independence Standards Board Standard No. 1 (Independence Standards Board
Standard No. 1, Independence Discussions with Audit Committees), and discussed
with the independent registered public accounting firm their independence.
Based on the review and discussions referred to above, each Audit Committee
recommended to the Board of Trustees that the audited financial statements be
included in the Fund's annual report to shareholders for the fiscal year ended
November 30, 2004 for filing with the Securities and Exchange Commission. As
mentioned, the Audit Committee is comprised of Messrs. Reamer (Chair), Hayes,
Park and Ms. Stout.
Auditors, Audit Fees and All Other Fees. Deloitte & Touche LLP ("Deloitte"), 200
Berkeley Street, Boston, Massachusetts 02116, serves as independent registered
public accounting firm of each Fund. Deloitte is expected to be present at the
Annual Meeting, but if not, a representative will be available by telephone
should the need for consultation arise. Representatives of Deloitte will have
the opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions.
Aggregate audit, audit-related, tax, and other fees billed for services
rendered to each Fund by the Fund's principal accountant for the relevant
periods are set forth on Exhibit C hereto. Aggregate non-audit fees (i.e., fees
for audit-related, tax, and other services) billed for services rendered for the
relevant periods to (i) each Fund by the Fund's principal accountant; and (ii)
the Eaton Vance Organization by each Fund's principal accountant are also set
forth on Exhibit C hereto.
Each Fund's Audit Committee has adopted policies and procedures relating to
the pre-approval of services provided by the Fund's principal accountant (the
"Pre-Approval Policies"). The Pre-Approval Policies establish a framework
intended to assist the Audit Committee in the proper discharge of its
pre-approval responsibilities. As a general matter, the Pre-Approval Policies
(i) specify certain types of audit, audit-related, tax, and other services
determined to be pre-approved by the Audit Committee; and (ii) delineate
specific procedures governing the mechanics of the pre-approval process,
including the approval and monitoring of audit and non-audit service fees.
Unless a service is specifically pre-approved under the Pre-Approval Policies,
it must be separately pre-approved by the Audit Committee. The Pre-Approval
Policies and the types of audit and non-audit services pre-approved therein must
be reviewed and ratified by each Fund's Audit Committee at least annually. The
Fund's Audit Committee maintains full responsibility for the appointment,
compensation, and oversight of the work of each Fund's principal accountant.
Each Fund's Audit Committee has considered whether the provision by the
Fund's principal accountant of non-audit services to the Fund's investment
adviser, as well as any of its affiliates that provide ongoing services to the
Fund, that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation
S-X is compatible with maintaining the principal accountant'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 as a group owned 17,000 shares of that Fund, the
officers of the Municipal Fund as a group owned 31,572 shares of that Fund and
the officers of the Massachusetts Fund as a group owned 1,626 shares of that
Fund.
7
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. Officer of 124
DOB: 8/20/43 registered investment companies managed by Eaton Vance or BMR.
William H. Ahern, Jr. Vice President Vice President Vice President of Eaton Vance and BMR. Officer of 78
DOB: 7/28/59 of the of the Michigan registered investment companies managed by Eaton Vance or BMR.
Michigan and Fund since
Municipal Fund 2000; of the
Municipal Fund
since 2004
Cynthia J. Clemson Vice President Vice President Vice President of Eaton Vance and BMR. Officer of 84
DOB: 3/2/63 of the of the registered investment companies managed by Eaton Vance or BMR.
California, California and
Florida, Florida Funds
Massachusetts, since 1998;
Michigan, of the
Municipal, New Pennsylvania
Jersey, New Fund since
York, Ohio and 2000; of the
Pennsylvania Massachusetts,
Funds Michigan,
Municipal,
New Jersey,
New York and Ohio
Funds since 2004
Robert B. MacIntosh Vice President Since 1998 Vice President of Eaton Vance and BMR. Officer of 124
DOB: 1/22/57 registered investment companies managed by Eaton Vance or BMR.
Thomas M. Metzold Vice President Since 1998 Vice President of Eaton Vance and BMR. Officer of 47
DOB: 8/3/58 of the registered investment companies managed by Eaton Vance or BMR.
Municipal Fund
Alan R. Dynner Secretary Since 1998 Vice President, Secretary and Chief Legal Officer of BMR,
DOB: 10/10/40 Eaton Vance, EVD, EV and EVC. Officer of 193 registered
investment companies managed by Eaton Vance or BMR.
James L. O'Connor Treasurer Since 1998 Vice President of BMR, Eaton Vance and EVD. Officer of 115
DOB: 4/1/45 registered investment companies managed by Eaton Vance or BMR.
Paul M. O'Neil Chief Since 2004 Vice President of BMR and Eaton Vance. Officer of 194
DOB: 7/11/53 Compliance registered investment companies managed by Eaton Vance or BMR.
Officer
(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
PFPC Inc., or by broker-dealer firms, in person, or by telephone or by facsimile
8
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 proxy solicitation 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 18, 2005, 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 Report for the fiscal year ending November 30, 2004 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
To be considered for presentation at a Fund's 2006 Annual Meeting of
Shareholders, a shareholder proposal submitted pursuant to Rule 14a-8 under the
Securities Exchange Act of 1934 must be received at the Fund's principal office
c/o the Secretary of the Fund no later than October 1, 2005. Written notice of a
shareholder proposal submitted outside the processes of Rule 14a-8 must be
delivered to the Fund's principal office c/o the Secretary of the Fund no later
than December 17, 2005 and no earlier than November 19, 2005. In order to be
included in a Fund's proxy statement and form of proxy, a shareholder proposal
must comply with all applicable legal requirements. Timely submission of a
proposal does not mean that such proposal will be included.
January 28, 2005
9
EXHIBIT A
Dated as of July 16, 2004
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 of the Audit Committee
shall also satisfy the applicable Audit Committee membership requirements
imposed under the rules of the American Stock Exchange and New York Stock
Exchange (and any other national securities exchange on which a Fund's
shares are listed), as in effect from time to time, including with respect
to the member's former affiliations or employment and financial literacy.
At least one member of the Audit Committee must have the accounting or
related financial management expertise and financial sophistication
required under applicable rules of the American Stock Exchange and New York
Stock Exchange. Unless it determines that no member of the Audit Committee
qualifies as an audit committee financial expert as defined in Item 3 of
Form N-CSR, the Board of Trustees will identify one (or in its discretion,
more than one) member of the Audit Committee as an audit committee
financial expert. A Chairperson of the Audit Committee shall be appointed
by the Board of Trustees on the recommendation of the Governance Committee.
II. Purposes of the Audit Committee. The purposes of the Audit Committee are
to:
1. oversee each Fund's accounting and financial reporting processes,
its internal control over financial reporting, and, as
appropriate, the internal control over financial reporting of
certain service providers;
2. oversee or, as appropriate, assist Board oversight of the quality
and integrity of the Funds' financial statements and the
independent audit thereof;
3. oversee, or, as appropriate, assist Board oversight of, the
Funds' compliance with legal and regulatory requirements that
relate to the Funds' accounting and financial reporting, internal
control over financial reporting and independent audits;
4. approve prior to appointment the engagement and, when
appropriate, replacement of the independent auditors, and, if
applicable, nominate independent auditors to be proposed for
shareholder ratification in any proxy statement of a Fund;
5. evaluate the qualifications, independence and performance of the
independent auditors and the audit partner in charge of leading
the audit; and
6. prepare such audit committee reports consistent with the
requirements of Rule 306 of Regulation S-K for inclusion in the
proxy statement for the annual meeting of shareholders of a Fund.
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The primary function of the Audit Committee is oversight. The Committee is
not responsible for managing the Funds or for performing tasks that are
delegated to the officers of any Fund, any investment adviser to a Fund,
the custodian of a Fund, and other service providers for the Funds, and
nothing in this charter shall be construed to reduce the responsibilities
or liabilities of management or the Funds' service providers, including the
independent auditors. It is management's responsibility to maintain
appropriate systems for accounting and internal control over financial
reporting. Specifically, management is responsible for: (1) the
preparation, presentation and integrity of the financial statements of each
Fund; (2) the maintenance of appropriate accounting and financial reporting
principles and policies; and (3) the maintenance of internal control over
financial reporting and other procedures designed to assure compliance with
accounting standards and related laws and regulations. The independent
auditors are responsible for planning and carrying out an audit consistent
with applicable legal and professional standards and the terms of their
engagement letter, and shall report directly to the Audit Committee. In
performing its oversight function, the Committee shall be entitled to rely
upon advice and information that it receives in its discussions and
communications with management, the independent auditors and such experts,
advisors and professionals as may be consulted by the Committee.
III. Meetings of the Audit Committee. Meetings of the Audit Committee shall be
held at such times (but not less frequently than annually), at such places
and for such purposes (consistent with the purposes set forth in this
charter) as determined from time to time by the Board of Trustees, the
Committee or the Chairperson of the Committee. The Audit Committee shall
set its agenda and the places and times of its meetings. The Audit
Committee may meet alone and outside the presence of management personnel
with any auditor of a Fund, and shall periodically meet separately with
management, with internal auditors (or other personnel responsible for
internal control of financial reporting), with any independent auditors
rendering reports to the Audit Committee or the Board of Trustees and with
legal counsel. A majority of the members of the Audit Committee shall
constitute a quorum for the transaction of business at any meeting, and the
decision of a majority of the members present and voting shall determine
any matter submitted to a vote. The Audit Committee may adopt such
procedures or rules as it deems appropriate to govern its conduct under
this charter.
IV. Duties and Powers of the Audit Committee. To carry out its purposes, the
Audit Committee shall have the following duties and powers with respect to
each Fund:
1. To review and discuss with management and the independent
auditors the audited financial statements and other periodic
financial statements of the Fund (including disclosures under the
item "Management's Discussion of Fund Performance").
2. To consider the results of the examination of the Fund's
financial statements by the independent auditors, the independent
auditors' opinion with respect thereto, and any management letter
issued by the independent auditors.
3. To review and discuss with the independent auditors: (a) the
scope of audits and audit reports and the policies relating to
internal auditing procedures and controls and the accounting
principles employed in the 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.
4. To review and assess the performance of the independent auditors
and to approve, on behalf of the Board of Trustees, the
appointment and compensation of the independent auditors.
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Approval by the Audit Committee shall be in addition to any
approval required under applicable law by a majority of the
members of the Board of Trustees who are not "interested persons"
of the Fund as defined in Section 2(a)(19) of the 1940 Act. In
performing this function, the Committee shall: (a) consider
whether there should be a regular rotation of the 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"), the Public Company Accounting Oversight Board
and other regulatory authorities; and (c) shall secure from the
independent auditors the information required by Independence
Standards Board Standard No. 1, Independence Discussions with
Audit Committees, as in effect from time to time. The Audit
Committee shall actively engage in a dialogue with the
independent auditors with respect to any disclosed relationships
or services that may impact the objectivity and independence of
the independent auditors.
5. To pre-approve: (a) audit and non-audit services provided by the
independent auditors to the Fund; and (b) non-audit services
provided by the independent auditors to the adviser or any other
entity controlling, controlled by or under common control with
the adviser that provides on-going services to the Fund ("Adviser
Affiliates") if the engagement of the independent auditors
relates directly to the operations and financial reporting of the
Fund, as contemplated by the Sarbanes-Oxley Act of 2002 (the
"Sarbanes-Oxley Act") and the rules issued by the SEC in
connection therewith (except, in the case of non-audit services
provided to the Fund or any Adviser Affiliate, those within
applicable de minimis statutory or regulatory exceptions), and to
consider the possible effect of providing such services on the
independence of the independent auditors.
6. To adopt, to the extent deemed appropriate by the Audit
Committee, policies and procedures for pre-approval of the audit
or non-audit services referred to above, including policies and
procedures by which the Audit Committee may delegate to one or
more of its members authority to grant such pre-approval on
behalf of the Audit Committee (subject to subsequent reporting to
the Audit Committee). The Audit Committee hereby delegates to
each of its members the authority to pre-approve any non-audit
services referred to above between meetings of the Audit
Committee, provided that: (i) all reasonable efforts shall be
made to obtain such pre-approval from the Chairperson of the
Committee prior to seeking such pre-approval from any other
member of the Committee; and (ii) all such pre-approvals shall be
reported to the Audit Committee not later than the next meeting
thereof.
7. To consider the controls implemented by the independent auditors
and any measures taken by management to ensure that all items
requiring pre-approval by the Audit Committee are identified and
referred to the Audit Committee in a timely fashion.
8. To receive at least annually and prior to the filing with the SEC
of the independent auditors' report on the 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
A-3
fees associated with the services, to any fund complex of which
the Fund is a part since the last annual report or update that
was not subject to the pre-approval requirements as discussed
above; and (v) any other matters of concern relating to the
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.
9. To review and discuss with the independent auditors the matters
required to be communicated with respect to the Fund pursuant to
Statement on Auditing Standards (SAS) No. 61 "Communication With
Audit Committees," as in effect from time to time, and to receive
such other communications or reports from the independent
auditors (and 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, including a report describing: (1) the
internal quality-control procedures of the independent auditors,
any material issues raised by the most recent internal
quality-control review, or peer review, of the independent
auditors, or by any inquiry or investigation by governmental or
professional regulatory authorities, within the preceding five
years, respecting one or more independent audits carried out by
the independent auditors, and any steps taken to deal with any
such issues; and (2) all relationships between the independent
auditors and the Fund and any other relationships or services
that may impact the objectivity and independence of the
independent auditors. To the extent unresolved disagreements
exist between management and the independent auditors regarding
the financial reporting of the Fund, it shall be the
responsibility of the Audit Committee to resolve such
disagreements.
10. To consider and review with the independent auditors any reports
of audit problems or difficulties that may have arisen in the
course of the audit, including any limitations on the scope of
the audit, and management's response thereto.
11. To establish hiring policies for employees or former employees of
the independent auditors who will serve as officers or employees
of the Fund.
12. With respect to each Fund the securities of which are listed on a
national securities exchange, to: (a) provide a recommendation to
the Board of Trustees regarding whether the audited financial
statements of the Fund should be included in the annual report to
shareholders of the Fund; and (b) to prepare an audit committee
report consistent with the requirements of Rule 306 of Regulation
S-K for inclusion in the proxy statement for the Fund's annual
meeting of shareholders.
13. To discuss generally the Fund's earnings releases, as well as
financial information and guidance provided to analysts and
rating agencies, in the event a Fund issues any such releases or
provides such information or guidance. Such discussions may
include the types of information to be disclosed and the type of
presentation to be made. The Audit Committee need not discuss in
advance each earnings release or each instance in which earnings
guidance may be provided.
A-4
14. To consider the Fund's major financial risk exposures and the
steps management has taken to monitor and control such exposures,
including guidelines and policies to govern the process by which
risk assessment and management is undertaken.
15. To review and report to the Board of Trustees with respect to any
material accounting, tax, valuation, or record-keeping issues
which may affect the Fund, its respective financial statements or
the amount of their dividend or distribution rates.
16. To establish procedures for: (a) the receipt, retention, and
treatment of complaints received by the Fund regarding
accounting, internal accounting controls, or auditing matters;
and (b) the confidential, anonymous submission by employees of
the Fund or its service providers (including its investment
advisers, administrators, principal underwriters and any other
provider of accounting related services to the Fund) of concerns
regarding questionable accounting or auditing matters. The Audit
Committee hereby establishes the procedures set forth in Appendix
A hereto with respect to such matters.
17. To direct and supervise investigations with respect to the
following: (a) evidence of fraud or significant deficiencies in
the design or implementation of internal controls reported to the
Committee by the principal executive or financial officers of the
Fund pursuant to the requirements of the Sarbanes-Oxley Act and
related rules; and (b) any other matters within the scope of this
charter, including the integrity of reported facts and figures,
ethical conduct, and appropriate disclosure concerning the
financial statements of the Funds.
18. To review and recommend to the Board of Trustees policies and
procedures for valuing portfolio securities of the Fund and to
make recommendations to the Board of Trustees with respect to
specific fair value determinations and any pricing errors
involving such portfolio securities.
19. To act on such other matters as may be delegated to the Audit
Committee by the Board of Trustees from time to time.
20. To review the adequacy of this charter and evaluate the Audit
Committee's performance of its duties and responsibilities
hereunder at least annually, and to make recommendations to the
Board of Trustees for any appropriate changes or other action.
21. To report its activities to the Board of Trustees on a regular
basis and make such recommendations with respect to the above and
other matters as the Audit Committee may deem necessary or
appropriate.
V. Resources and Authority of the Audit Committee. The Audit Committee shall
have the resources and authority appropriate to discharge its
responsibilities, including the authority to engage independent auditors
for special audits, reviews and other procedures and to retain special
counsel and other experts or consultants at the expense of the Funds. The
Audit Committee may determine the appropriate levels of funding for payment
of compensation to such independent auditors, counsel, experts and
consultants, and the ordinary administrative expenses of the Audit
Committee necessary or appropriate in carrying out its duties under this
charter. In fulfilling its duties under this charter, the Audit Committee
shall have direct access to such officers and employees of the Funds, Eaton
Vance Management and any of its affiliated companies and the Funds' other
services providers as it deems necessary or desirable.
A-5
APPENDIX A
EATON VANCE FUNDS
AUDIT COMMITTEE COMPLAINT PROCEDURES
This policy outlines the procedures that the Audit Committee of each of the
registered investment companies sponsored by Eaton Vance Management (each, a
"Fund") shall employ with respect to complaints regarding accounting, internal
accounting controls or auditing matters concerning each of the Funds
("Complaints"). Each Employee (as defined below) shall be provided with a copy
of these procedures upon assuming his or her duties as an Employee, and annually
thereafter.
I. Procedures for Receiving Complaints
All officers and employees of a Fund and, to the extent their duties relate to
accounting, internal accounting controls or auditing matters for the Fund, the
officers and employees of the Fund's investment advisers, administrators,
principal underwriters and any other provider of accounting related services to
the Fund (collectively referred to herein as "Employees"), may make complaints
anonymously and in a confidential manner as follows:
1. The complaining Employee may place a telephone call to the
Chairperson of the Audit Committee. During this phone call, the
Employee should identify the source of his or her Complaint and
the practices that are alleged to constitute an impropriety with
respect to accounting, internal auditing controls or auditing
matters relating to a Fund, providing as much detail as possible.
2. Alternatively, the Employee may submit to the Chairperson of the
Audit Committee (by hand, mail, e-mail or fax) a confidential
memorandum which details the 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 will be provided to Employees when they are
provided with a copy of these procedures.
II. Procedures for Treating Complaints
The Chairperson of the Audit Committee or another member of the Audit Committee
will conduct an initial evaluation of each Complaint received by the Audit
Committee as soon as reasonably practicable following receipt. In connection
with the initial evaluation the Chairperson of the Audit Committee (or such
other member of the Audit Committee) will determine whether the Complaint
actually relates to the accounting, internal accounting controls or auditing
matters of a Fund and, if not, whether it should be reviewed by a party other
than the Audit Committee. The Chairperson of the Audit Committee shall also
determine whether the Complaint requires investigation by the Audit Committee.
After the initial evaluation is complete, all Complaints requiring investigation
by the Audit Committee will be discussed at the next regularly-scheduled meeting
of the Audit Committee, or a specially-scheduled meeting in advance thereof. The
Audit Committee shall investigate the Complaints as follows:
A-6
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 Board of Trustees at its next regularly-scheduled
meeting with respect to the Complaint and any corrective actions recommended by
the Audit Committee. If the Complaint involves improprieties of any member of
the Board of Trustees, the Audit Committee may make its report in an executive
session of the Board of Trustees.
III. Procedures for Retaining Complaints
The Chairperson of the Audit Committee will be responsible for ensuring that all
Complaints received by the Audit Committee, together with any documents
pertaining to the Audit Committee (or its 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-7
EXHIBIT B
As adopted February 9, 2004
EATON VANCE GROUP OF FUNDS
GOVERNANCE COMMITTEE CHARTER
I. Composition of the Governance Committee. The Governance Committee of each
registered investment company sponsored by Eaton Vance Management (each a
"Fund") shall be comprised of at least three Trustees of the Board. All
members of the Governance Committee shall be Trustees who are not
"interested persons" (as defined under the Investment Company Act of 1940,
as amended) of any Fund or of the investment adviser or sub-adviser of any
Fund (each, an "Independent Trustee" and collectively, the "Independent
Trustees"). The members of the Governance Committee shall be appointed by
the Board of Trustees, which shall also determine the number and term of
such members. A Chairperson of the Governance Committee shall be appointed
by the Board of Trustees on the recommendation of the Governance Committee.
II. Purpose of the Governance Committee. The purpose of the Governance
Committee is to consider, evaluate and make recommendations to the Board of
Trustees with respect to the structure, membership and operation of the
Board of Trustees and the Committees thereof, including the nomination and
selection of Independent Trustees and the compensation of Independent
Trustees.
III. Meetings of the Governance Committee. Meetings of the Governance Committee
shall be held at such times (but not less frequently than annually), at
such places and for such purposes (consistent with the purposes set forth
in this charter) as determined from time to time by the Board of Trustees,
the Committee or the Chairperson of the Committee. A majority of the
members of the Governance Committee shall constitute a quorum for purposes
of transacting business at any meeting, and the decision of a majority of
the members present and voting shall determine any matter submitted to a
vote. The Governance Committee may adopt such procedures or rules as it
deems appropriate to govern its conduct under this charter.
IV. Duties and Powers of the Governance Committee. To carry out its purpose,
the Governance Committee shall have the following duties and powers with
respect to each Fund:
1. To consider and adopt procedures for identifying and evaluating
candidates for the position of Independent Trustee, including the
procedures to be followed by shareholders of the Fund that wish
to recommend such candidates for consideration by the Governance
Committee. Such procedures are set forth on Appendix A hereto.
2. To recommend to the Board of Trustees individuals to be appointed
or nominated for election as Independent Trustees.
3. To evaluate the Board of Trustees' performance of its duties and
responsibilities at least annually, and to make recommendations
to the Board of Trustees for any appropriate action designed to
enhance such performance.
4. To review periodically the compensation of Trustees and make
recommendations to the Board of Trustees for any appropriate
changes to such compensation.
5. To consider and make recommendations to the Board of Trustees
with respect to the identity, duties, and composition of the
various Committees of the Board of Trustees and the Chairpersons
of such Committees.
B-1
6. To review periodically the Board's membership, structure and
operation, and make recommendations to the Board of Trustees with
respect to these matters, including the identity of any Trustee
to be selected to serve as a Chairperson of a committee of the
Board.
7. To review periodically, and make recommendations with respect to,
the allocation of responsibilities among the various committees
established from time to time by the Board of Trustees.
8. To review the adequacy of this charter and evaluate the
Governance Committee's performance of its duties and
responsibilities hereunder, and make recommendations for any
appropriate changes or other action to the Board of Trustees.
9. To report its activities to the Board of Trustees on a regular
basis and make such recommendations with respect to the above and
other matters as the Governance Committee may deem necessary or
appropriate.
V. Resources and Authority of the Governance Committee. The Governance
Committee shall have the resources and authority appropriate to discharge
its responsibilities, including the authority to engage special counsel,
other experts and consultants, at the expense of the Funds. The Governance
Committee may determine the appropriate levels of funding for payment of
compensation to such counsel, experts and consultants, and the ordinary
administrative expenses of the Governance Committee necessary or
appropriate in carrying out its duties under this charter. The Governance
Committee may also make recommendations with respect to making available
educational resources to the Independent Trustees. In fulfilling its duties
under this charter, the Governance Committee shall have direct access to
such officers and employees of the Funds, Eaton Vance Management and any of
its affiliated companies and the Funds' other services providers as it
deems necessary or desirable.
B-2
APPENDIX A
EATON VANCE FUNDS
Procedures with Respect to Nominees to the Board
I. Identification of Candidates. When a vacancy on the Board of a Fund exists
or is anticipated, and such vacancy is to be filled by an Independent
Trustee, the Governance Committee shall identify candidates by obtaining
referrals from such sources as it may deem appropriate, which may include
current Trustees, management of the Funds, counsel and other advisors to
the Trustees, and shareholders of a Fund who submit recommendations in
accordance with these procedures. In no event shall the Governance
Committee consider as a candidate to fill any such vacancy an individual
recommended by management of the Funds, unless the Governance Committee has
invited management to make such a recommendation.
II. Shareholder Candidates. The Governance Committee shall, when identifying
candidates for the position of Independent Trustee, consider any such
candidate recommended by a shareholder of a Fund if such recommendation
contains sufficient background information concerning the candidate, and is
received in a sufficiently timely manner (and in any event no later than
the date specified for receipt of shareholder proposals in any applicable
proxy statement with respect to a Fund). Shareholders shall be directed to
address any such recommendations to the attention of the Governance
Committee, c/o the Secretary of the Fund.
III. Evaluation of Candidates. In evaluating a candidate for a position on the
Board of a Fund, including any candidate recommended by shareholders of the
Fund, the Governance Committee shall consider the following: (i) the
candidate's knowledge in matters relating to the mutual fund industry; (ii)
any experience possessed by the candidate as a director or senior officer
of other public companies; (iii) the candidate's educational background,
reputation for high ethical standards and professional integrity; (iv) any
specific financial, technical or other expertise possessed by the
candidate, and the extent to which such expertise would complement the
Board's existing mix of skills, core competencies and qualifications; (v)
the candidate's perceived ability to contribute to the ongoing functions of
the Board, including the candidate's ability and commitment to attend
meetings regularly and work collaboratively with other members of the
Board; (vi) the candidate's ability to qualify as an Independent Trustee
for purposes of the 1940 Act; and (vii) such other factors as the
Governance Committee determines to be relevant in light of the existing
composition of the Board and any anticipated vacancies. Prior to making a
final recommendation to the Board, the Governance Committee shall conduct
personal interviews with those candidates it concludes are the most
qualified candidates.
B-3
EXHIBIT C
PRINCIPAL ACCOUNTANT FEE INFORMATION
The following table presents the aggregate fees billed for services rendered to
each Fund for each Fund's fiscal year ended November 30, 2003 and November 30,
2004 by the Funds' independent registered public accounting firm for
professional services rendered for the audit of each Fund's annual financial
statements and fees billed for other services rendered by the independent
registered public accounting firm during those periods. No services described
below were approved pursuant to the "de minimis exception" set forth in Rule
2-01(c)(7)(i)(C) of Regulation S-X.
AUDIT FEES AUDIT-RELATED TAX FEES(2) ALL OTHER FEES(3) TOTAL
FEES(1)
Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal
Year Year Year Year Year Year Year Year Year Year
Ended Ended Ended Ended Ended Ended Ended Ended Ended Ended
11/30/03 11/30/04 11/30/03 11/30/04 11/30/03 11/30/04 11/30/03 11/30/04 11/30/03 11/30/04
----------------------------------------------------------------------------------------------------------------------
California Fund $20,909 $28,263 $14,000 $3,600 $5,800 $6,100 0 0 $40,709 $37,963
Florida Fund 16,583 23,216 14,000 3,600 5,800 6,100 0 0 36,383 32,916
Massachusetts
Fund 15,759 20,435 14,000 3,600 5,800 6,100 0 0 35,559 30,135
Michigan Fund
15,759 20,435 14,000 3,600 5,800 6,100 0 0 35,559 30,135
Municipal Fund
36,771 44,846 14,000 3,600 5,800 6,100 0 0 56,571 54,546
New Jersey Fund
16,583 23,216 14,000 3,600 5,800 6,100 0 0 36,383 32,916
New York Fund
16,583 25,379 14,000 3,600 5,800 6,100 0 0 36,383 35,079
Ohio Fund 15,759 20,435 14,000 3,600 5,800 6,100 0 0 35,559 30,135
Pennsylvania
Fund 15,759 20,435 14,000 3,600 5,800 6,100 0 0 35,559 30,135
(1) Audit-related fees consist of the aggregate fees billed for assurance and
related services that are reasonably related to the performance of the
audit of financial statements and are not reported under the category of
audit fees and specifically include fees for the performance of certain
agreed-upon procedures relating to the Fund's APS.
(2) Tax fees consist of the aggregate fees billed for professional services
rendered by the principal accountant relating to tax compliance, tax
advice, and tax planning and specifically include fees for tax return
preparation.
(3) All other fees consist of the aggregate fees billed for products and
services provided by the principal accountant other than audit,
audit-related, and tax services.
C-1
The following table presents (i) the aggregate non-audit fees (i.e., fees for
audit-related, tax, and other services) billed for services rendered to each
Fund for each Fund's fiscal year ended November 30, 2003 by each Fund's
independent registered public accounting firm; (ii) the aggregate non-audit fees
(i.e., fees for audit-related, tax, and other services) billed for services
rendered to each Fund for each Fund's fiscal year ended November 30, 2004 by
each Fund's independent registered public accounting firm; and (iii) the
aggregate non-audit fees (i.e., fees for audit-related, tax, and other services)
billed for services rendered to the Eaton Vance Organization for the fiscal
years ended November 30, 2003 and November 30, 2004 by each Fund's independent
registered public accounting firm.
Fiscal Year Ended 11/30/03 Fiscal Year Ended 11/30/04
-------------------------------------------------------------------------------------------------------------
California Fund $19,800 $9,700
Florida Fund $19,800 $9,700
Massachusetts Fund $19,800 $9,700
Michigan Fund $19,800 $9,700
Municipal Fund $19,800 $9,700
New Jersey Fund $19,800 $9,700
New York Fund $19,800 $9,700
Ohio Fund $19,800 $9,700
Pennsylvania Fund $19,800 $9,700
Eaton Vance(1) $479,858 $329,230
(1) The Funds' investment adviser and any of its affiliates that provide
ongoing services to the Funds are subsidiaries of Eaton Vance Corp.
C-2
PROXY
EATON VANCE MUNICIPAL INCOME TRUST
Annual Meeting of Shareholders, March 18, 2005
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, THOMAS J. FETTER and JAMES L. O'CONNOR, 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 18, 2005 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.
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 three Trustees of the Fund as follows:
(a) Election of two Trustees to represent all shareholders.
Nominee: (01) William H. Park
(02) Lynn A. Stout
FOR WITHHELD
NOMINEES [ ] [ ] FROM NOMINEES
(b) Election of one Trustee to represent Auction Preferred Shares.
Nominee: (03) 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 [ ]
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 18, 2005
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, THOMAS J. FETTER and JAMES L.
O'CONNOR, 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 18,
2005 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.
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 three Trustees of the Fund as follows:
(a) Election of two Trustees to represent all shareholders.
Nominee: (01) William H. Park
(02) Lynn A. Stout
FOR WITHHELD
NOMINEES [ ] [ ] FROM NOMINEES
(b) Election of one Trustee to represent Auction Preferred Shares.
Nominee: (03) 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 [ ]
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 FLORIDA MUNICIPAL INCOME TRUST
Annual Meeting of Shareholders, March 18, 2005
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, THOMAS J. FETTER and JAMES L.
O'CONNOR, 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 18,
2005 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.
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 three Trustees of the Fund as follows:
(a) Election of two Trustees to represent all shareholders.
Nominee: (01) William H. Park
(02) Lynn A. Stout
FOR WITHHELD
NOMINEES [ ] [ ] FROM NOMINEES
(b) Election of one Trustee to represent Auction Preferred Shares.
Nominee: (03) 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 [ ]
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 MASSACHUSETTS MUNICIPAL INCOME TRUST
Annual Meeting of Shareholders, March 18, 2005
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, THOMAS J. FETTER and
JAMES L. O'CONNOR, 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 18, 2005 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.
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 three Trustees of the Fund as follows:
(a) Election of two Trustees to represent all shareholders.
Nominee: (01) William H. Park
(02) Lynn A. Stout
FOR WITHHELD
NOMINEES [ ] [ ] FROM NOMINEES
(b) Election of one Trustee to represent Auction Preferred Shares.
Nominee: (03) 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 [ ]
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 MICHIGAN MUNICIPAL INCOME TRUST
Annual Meeting of Shareholders, March 18, 2005
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, THOMAS J. FETTER and JAMES L.
O'CONNOR, 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 18,
2005 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.
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 three Trustees of the Fund as follows:
(a) Election of two Trustees to represent all shareholders.
Nominee: (01) William H. Park
(02) Lynn A. Stout
FOR WITHHELD
NOMINEES [ ] [ ] FROM NOMINEES
(b) Election of one Trustee to represent Auction Preferred Shares.
Nominee: (03) 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 [ ]
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 NEW JERSEY MUNICIPAL INCOME TRUST
Annual Meeting of Shareholders, March 18, 2005
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, THOMAS J. FETTER and JAMES L.
O'CONNOR, 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 18,
2005 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.
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 three Trustees of the Fund as follows:
(a) Election of two Trustees to represent all shareholders.
Nominee: (01) William H. Park
(02) Lynn A. Stout
FOR WITHHELD
NOMINEES [ ] [ ] FROM NOMINEES
(b) Election of one Trustee to represent Auction Preferred Shares.
Nominee: (03) 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 [ ]
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 NEW YORK MUNICIPAL INCOME TRUST
Annual Meeting of Shareholders, March 18, 2005
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, THOMAS J. FETTER and JAMES L.
O'CONNOR, 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 18,
2005 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.
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 three Trustees of the Fund as follows:
(a) Election of two Trustees to represent all shareholders.
Nominee: (01) William H. Park
(02) Lynn A. Stout
FOR WITHHELD
NOMINEES [ ] [ ] FROM NOMINEES
(b) Election of one Trustee to represent Auction Preferred Shares.
Nominee: (03) 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 [ ]
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 OHIO MUNICIPAL INCOME TRUST
Annual Meeting of Shareholders, March 18, 2005
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, THOMAS J. FETTER and JAMES L.
O'CONNOR, 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 18,
2005 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.
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 three Trustees of the Fund as follows:
(a) Election of two Trustees to represent all shareholders.
Nominee: (01) William H. Park
(02) Lynn A. Stout
FOR WITHHELD
NOMINEES [ ] [ ] FROM NOMINEES
(b) Election of one Trustee to represent Auction Preferred Shares.
Nominee: (03) 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 [ ]
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 PENNSYLVANIA MUNICIPAL INCOME TRUST
Annual Meeting of Shareholders, March 18, 2005
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, THOMAS J. FETTER and
JAMES L. O'CONNOR, 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 18, 2005 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.
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 three Trustees of the Fund as follows:
(a) Election of two Trustees to represent all shareholders.
Nominee: (01) William H. Park
(02) Lynn A. Stout
FOR WITHHELD
NOMINEES [ ] [ ] FROM NOMINEES
(b) Election of one Trustee to represent Auction Preferred Shares.
Nominee: (03) 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 [ ]
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 MUNICIPAL INCOME TRUST
Annual Meeting of Shareholders, March 18, 2005
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, THOMAS J. FETTER and JAMES L. O'CONNOR, 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 18, 2005 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) William H. Park
(02) Lynn A. Stout
FOR WITHHOLD
NOMINEES [ ] [ ] FROM NOMINEES
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 18, 2005
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, THOMAS J. FETTER and JAMES L. O'CONNOR, 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 18, 2005 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) William H. Park
(02) Lynn A. Stout
FOR WITHHOLD
NOMINEES [ ] [ ] FROM NOMINEES
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 FLORIDA MUNICIPAL INCOME TRUST
Annual Meeting of Shareholders, March 18, 2005
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, THOMAS J. FETTER and JAMES L. O'CONNOR, 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 18, 2005 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) William H. Park
(02) Lynn A. Stout
FOR WITHHOLD
NOMINEES [ ] [ ] FROM NOMINEES
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 MASSACHUSETTS MUNICIPAL INCOME TRUST
Annual Meeting of Shareholders, March 18, 2005
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, THOMAS J. FETTER and JAMES L.
O'CONNOR, 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 18,
2005 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) William H. Park
(02) Lynn A. Stout
FOR WITHHOLD
NOMINEES [ ] [ ] FROM NOMINEES
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 MICHIGAN MUNICIPAL INCOME TRUST
Annual Meeting of Shareholders, March 18, 2005
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, THOMAS J. FETTER and JAMES L. O'CONNOR, 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 18, 2005 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) William H. Park
(02) Lynn A. Stout
FOR WITHHOLD
NOMINEES [ ] [ ] FROM NOMINEES
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 NEW JERSEY MUNICIPAL INCOME TRUST
Annual Meeting of Shareholders, March 18, 2005
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, THOMAS J. FETTER and JAMES L. O'CONNOR, 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 18, 2005 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) William H. Park
(02) Lynn A. Stout
FOR WITHHOLD
NOMINEES [ ] [ ] FROM NOMINEES
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 NEW YORK MUNICIPAL INCOME TRUST
Annual Meeting of Shareholders, March 18, 2005
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, THOMAS J. FETTER and JAMES L. O'CONNOR, 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 18, 2005 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) William H. Park
(02) Lynn A. Stout
FOR WITHHOLD
NOMINEES [ ] [ ] FROM NOMINEES
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 OHIO MUNICIPAL INCOME TRUST
Annual Meeting of Shareholders, March 18, 2005
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, THOMAS J. FETTER and JAMES L. O'CONNOR, 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 18, 2005 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) William H. Park
(02) Lynn A. Stout
FOR WITHHOLD
NOMINEES [ ] [ ] FROM NOMINEES
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 PENNSYLVANIA MUNICIPAL INCOME TRUST
Annual Meeting of Shareholders, March 18, 2005
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, THOMAS J. FETTER and JAMES L.
O'CONNOR, 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 18,
2005 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) William H. Park
(02) Lynn A. Stout
FOR WITHHOLD
NOMINEES [ ] [ ] FROM NOMINEES
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:____________